EXHIBIT 10.9
STATE OF TEXAS
COUNTY OF XXXXXX
LETTER AGREEMENT
THIS AGREEMENT, made and entered into this 17 th day of November, 2004 by
and between P5 PETROLEUM, INC., a Texas corporation whose address is 0000 Xxxxx,
Xxxxx Xxxx, Xxxxx 00000, hereinafter referred to as "P5", and Affiliated
Holdings, Inc. a Texas corporation whose address is 0000 Xxxxxxxx Xxxxxx,
Xxxxxxx, XX 00000, hereinafter referred to as "AFFILIATED". The parties hereto
agree that when accepted by AFFILIATED in the manner hereinafter indicated, this
agreement shall constitute a contract and agreement relative to certain oil,
gas, and mineral lease(s) and/or interests in the Xxxxxxx Prospect, Xxxxxx
County, Kentucky.
1. OPERATOR OF THE XXXXX
1.1 Affiliated will be the designated operator of record. P5 will be the
designated contract operator for the xxxxx to be drilled on the captioned
prospect.
1.2 As the designated contract operator, P5 will use its best efforts and
proceed with due diligence to drill and test, or cause to be drilled and tested,
the initial well located on the prospect to the contract depth prior to February
1, 2005, and subsequently to use its best efforts and proceed with due diligence
to drill and test, or cause to be drilled and tested successively and prudently
three (3) additional xxxxx located on the prospect, to the contract depth.
These xxxxx will be drilled under continuous drilling operations.
1.3 Upon reaching contract depth on each well subject to this agreement, P5
will attempt open-hole electric log surveys from the bottom of the surface
casing to the lowest depth practical.
1.4 If any well subject to this agreement on the prospect is determined to be
non-productive, P5 will continue to be the designated contract operator for the
plugging and abandoning of the well and for any additional activities and/or
completions, unless otherwise agreed in accordance with provisions of this
agreement and the Joint Operating Agreement (JOA) attached hereto and made a
part hereof.
1.5 Further, if any well subject to this agreement, drilled or caused to be
drilled on the prospect by P5 is determined to be productive, P5 will continue
to be the designated contract operator for any additional activities,
completions, fracture stimulation and/or connection to sales lines unless
otherwise agreed in accordance with provisions of this agreement and the Joint
Operating Agreement (JOA) attached hereto and made a part hereof.
1.6 The parties hereto agree and hereby express their desire that P5 have in
their behalf full and exclusive authority, management, and control of all
activities and operations under this agreement, including the location,
drilling, completing, and equipping and other operations until such time as all
four (4) xxxxx are completed or plugged and abandoned in accordance with this
agreement.
1.7 P5 shall give Affiliated twelve (12) hours advance notice of any logging,
coring, or testing in order that a representative of Affiliated may be present
for such operations, if it so desires. Affiliated acknowledges and agrees that
such notice is reasonable and sufficient in allowing it to evaluate and give
notice to P5 of its election.
1.8 P5 agrees that in conducting operations hereunder, it shall comply with all
State and Federal Laws, Rules, and Regulations, that are applicable to such
operations.
0000 XXXXX XX. XXXXX XXXX, XX 00000, TELEPHONE: 000-000-0000,
E-MAIL: X0@X0XXXXXXXXX.XXX
1.9 As stated in item 1.2 above, P5 is the designated contract operator. By
virtue of being the designated contract operator, P5 is afforded all of the
authorities as assigned to the operator according to the Joint Operating
Agreement (JOA) and more specifically stated in the XXXXX Agreement (Exhibit
"B1" under items stated in section III, OVERHEAD, subsection A), including
receipt of the monthly drilling and production overhead charges.
2. ADDITIONAL ACTIVITIES
2.1 After P5 has commenced drilling or has caused the commencement of drilling
of any well subject to this agreement and the well has reached contract depth
and has run the open hole electric logs, P5 and Affiliated agree that within
twenty-four (24) hours of receipt of P5's notice that the contract depth has
been reached and the electrical logs surveys run, if Affiliated elects to do any
additional testing, additional electrical log surveys, re-working, deepening or
plugging back, sidetracking, or any other services (collectively referred to as
"additional activities") and that said additional activities shall be paid for
by Affiliated and the other working interest owners participating in this
prospect.
2.2 Affiliated acknowledges and agrees that such notice is reasonable and
sufficient in allowing it to evaluate and give notice to P5 of its election to
conduct additional activities or to decide to complete the initial well.
2.3 In the event that Affiliated shall elect to conduct such additional
activities, Affiliated shall pay the cost of such additional activities within
five (5) days of its receipt of P5's advance billing for such additional
activities, in proportion to their interest.
2.4 The costs of additional activities and completion costs other than those
reflected above may be billed by P5 in advance in accordance with the Joint
Operating Agreement (JOA) and XXXXX which are attached hereto and made a part
hereof as Exhibit "B" and Exhibit "B-1" respectively.
3. CONTRACT DEPTH The test xxxxx will be drilled to a depth of approximately
1,500 feet below the surface or to a depth sufficient to test the New Albany
Shale formation whichever is the lesser, unless heaving shale, high water
pressure, chert, a cavernous condition, igneous rock, salt, granite, or other
practically impenetrable substance, or any other hole conditions which render
further drilling impractical in the sole judgment of the operator, are
encountered at a lesser depth.
4. COSTS FOR INITIAL FOUR (4) XXXXX
4.1 P5 will deliver the project to Affiliated for the consideration of
$250,000.00. This prospect fee will be paid as to the following schedule:
$100,000.00 three (3) days after the signing of this agreement; $75,000.00 no
later than seven (7) calendar days after receiving notice of P5 contracting for
drilling operations of the first group of six (6) xxxxx; and the final payment
of $75,000.00 no later than seven (7) calendar days after receiving notice of P5
contracting for drilling operations of the first group of ten (10) xxxxx. If
$100,000 is not in P5's bank account or escrow account by 5PM CST on November
22, 2004, this agreement is null and void. P5 will drill, complete and test, or
cause to be drilled, completed and tested, the initial four (4) xxxxx on a
TURNKEY BASIS for the total sum of $480,000.00 Affiliated will pay its TURNKEY
CONSIDERATION of $480,000 and the initial $100,000.00 portion of the prospect
fee for 100% working interest to P5 as follows: Affiliated will deposit into a
mutually agreed upon escrow account $ 100,000.00 three (3) days after the
signing of this agreement, $ 190,000.00 upon contracting the drilling operation
for drilling of the four (4) initial well and $290,000.00 no later than
twenty-one (21) calendar days after the signing of this agreement or on December
9, 2004. P5 shall provide all necessary pipelines and surface production
facilities to provide a temporary transmission line to the Xxxxxxx Storage
Facility. Affiliated shall have the right, but not the obligation, to provide a
TURNKEY CONSIDRATION of $300,000.00 to P5 for the installation of all permanent
pipelines and surface production facilities necessary to produce the subject
xxxxx. Should Affiliated elect TO PROVIDE the subject funds no later than seven
(7) calendar days of P5 delivering notice to Affiliated of the completion and
testing of the fourth (4th) well or ten (10) calendar days after the payment for
the first group of six (6) xxxxx. Affiliated will
0000 XXXXX XX. XXXXX XXXX, XX 00000, TELEPHONE: 000-000-0000,
E-MAIL: X0@X0XXXXXXXXX.XXX
deposit into a mutually agreed upon escrow account its TURNKEY CONSIDERATION of
$300,000.00 as to the following schedule: $150,000 no later that seven (7)
calendar days after notification to Affiliated by P5 that Phase I (the drilling,
completion and testing of the initial four (4) xxxxx) has been completed or ten
(10) calendar days after the payment for the first group of six xxxxx has been
made and $150,000 within fourteen (14) days of the first payment of $ 150,000
so as to provide funds for all permanent production facilities and gas sales
pipeline expenses. Should Affiliated elect TO NOT PROVIDE the subject funds
its right to participate in future drilling operations shall be terminated.
Should Affiliated elect TO NOT PROVIDE these funds, P5 shall have the option,
but not the obligation, to offer Affiliated the opportunity to participate in
future drilling operations on the subject leases under the terms of this
agreement or under other mutually agreed terms.
4.2 This turnkey consideration shall cover the costs and expenses of preparing
roads, location, purchasing and setting casing, cement, mud and chemicals,
attempting open hole electric logs from the bottom of the surface casing to the
lowest depth practical, completing and fracture stimulating the well,
surface production equipment, pipelines, right of way, and gas market access
costs, and, if non productive, plugging and abandoning the xxxxx located on the
prospect.
4.3 P5 hereby indemnifies and holds Affiliated harmless from and against any
and all claims or demands arising out of, or resulting from, the drilling and/or
initial completions of the four (4) xxxxx at the contract depth.
5. OPERATING AGREEMENT FOR ALL XXXXX
5.1 Simultaneously and contemporaneously with the execution to this letter
agreement, P5 and Affiliated have agreed to the terms and conditions of the
Joint Operating Agreement (JOA) attached hereto and made a part hereof as
Exhibit "B" just as each had signed the operating agreement itself.
5.2 It is understood and agreed that P5, or its nominee, shall be the
designated contract operator of the jointly owned properties under the terms and
conditions of the Joint Operating Agreement (JOA), which is attached hereto and
made a part hereof as Exhibit "B".
5.3 Said Joint Operating Agreement (JOA) shall become effective after P5 has
drilled, tested and completed, or caused to be drilled, tested, and completed,
the initial well. P5 will continue to drill, test and complete, or cause to be
drilled, tested, and completed the remaining three (3) xxxxx covered in this
Letter Agreement, and each well upon completion will, likewise, become subject
to the Joint Operating Agreement (JOA) which is attached hereto and made a part
hereof as Exhibit "B". .
5.4 The parties hereto consent and agree to abide by and be subject to all the
terms of the Joint Operating Agreement (JOA) attached hereto and made a part
hereof as Exhibit "B".
5.5 However, in the event of any conflict between the terms of this Letter
Agreement and said Joint Operating Agreement (JOA), the terms of this Letter
Agreement shall prevail.
5.6 This Letter Agreement and the Joint Operating Agreement (JOA) attached
hereto and made a part hereof as Exhibit "B" shall be fully binding upon the
heirs, successors and assignees of the parties hereto and said agreements
represent the full and complete agreement between the parties hereto.
6. OWNERSHIP OF WORKING INTEREST IN THE INITIAL THIRTY (30) XXXXX
6.1 The parties hereto with other working interest owners similarly situated
and who have executed similar agreements will collectively own One Hundred
percent (100%) of the working interest in any, or all, of the initial thirty
xxxxx in which said parties elect to participate as per the conditions herein.
Participation in the drilling of the initial four (4) xxxxx shall earn the
participants 100% interest in no less than 1200 acres (hereinafter referred to
simply as the "Said Lease(s)" or the "Subject Lease(s)"), and any related
production equipment on said acreage, and will collectively own and receive all
of the income
0000 XXXXX XX. XXXXX XXXX, XX 00000, TELEPHONE: 000-000-0000,
E-MAIL: X0@X0XXXXXXXXX.XXX
and benefits attributed to such interest subject to the landowner and/or mineral
owners' and any overriding royalty interests affecting the subject leases.
6.2 It is specifically understood that the rights to said lease(s) covered by
this agreement are burdened by royalties and overriding royalties totaling in
the aggregate fifteen percent (15%) and furthermore, that the interest of the
parties hereto shall be made subject to its proportionate part of said royalties
and overriding royalties.
6.3 After project payout, as defined herein, P5 will earn from Affiliated a
working interest in an amount equal to twenty-five percent (25%) of the interest
assigned to Affiliated under the terms of this agreement in said leases as
defined herein. Specifically Affiliated shall own an AFTER project payout
working interest of seventy-five percent (75%) of its BEFORE project payout
working interest.
6.4 If, in aggregate, those xxxxx in which Affiliated elects to participate, as
per the terms herein, are commercially productive BUT do not reach project
payout, as defined herein, prior to being plugged and abandoned, then P5 WILL
NOT earn its twenty-five percent (25%) back-in interest in said leases.
6.5 The percentage allocation of the working interest and the net revenue
interest in any, or all, of the first thirty (30) xxxxx in which Affiliated
elects to participate as per terms herein shall be:
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BEFORE PAYOUT WORKING INTEREST BEFORE PAYOUT NET REVENUE INTEREST
(%) (%)
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Affiliated 100 85
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Landowners + ORRI Owners 0 15
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Total 100 100
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AFTER PAYOUT WORKING INTEREST AFTER PAYOUT NET REVENUE INTEREST
(%) (%)
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Affiliated 75 63.75
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P5 25 21.25
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Landowners + ORRI Owners 0 15
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Total 100 100
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7. PROJECT PAYOUT DEFINED Payout shall be defined as that point in time at
which the gross revenues (Gross revenues are defined as revenue from the sale of
oil and gas production less royalties, overriding royalties, lease operating
expenses, (as defined in the JOA) and production taxes.) from oil and gas
produced from any, and all of the first thirty xxxxx drilled on the subject
acreage in which Affiliated has elected to participate as per the terms herein
equals the total monies tended to P5 by Affiliated. These moneys shall included
all "Turnkey" amounts expended in the drilling, completing and connecting to
sales line of those xxxxx in which Affiliated elects to participate. These
moneys shall also include activities costs, field facility costs and all
prospect fees paid by Affiliated to P5 prior to Affiliated election to terminate
participation in the drilling program. More specifically, as Affiliated
expends additional monies for the drilling, completing and connecting to sales
line of any xxxxx up to and including Well 30 the project payout amount shall be
the cumulative amount of these monies.
8. OWNERSHIP OF WORKING INTEREST IN THE SUBSEQUENT XXXXX
8.1 Subsequent to the drilling of the initial four (4) xxxxx, P5 will drill and
complete six (6) xxxxx. Subsequent to the drilling and completion of these six
(6) xxxxx, P5 will drill twenty (20) xxxxx in two (2) groups of ten (10) xxxxx
each. This aggregate of thirty (30) xxxxx will be drilled on said leases as
defined herein.
8.2 At a time of Affiliated's choosing, but no later than seven (7) calendar
days after receiving notice from P5 of the contracting of drilling operations
for the subject six (6) well group or on February 1, 2005, Affiliated will
tender to P5 a TURNKEY CONSIDERATION of $720,000.00 in return for which P5 will
drill and complete a group of six (6) xxxxx at mutually agreeable locations on
the Subject Leases, the
0000 XXXXX XX. XXXXX XXXX, XX 00000, TELEPHONE: 000-000-0000,
E-MAIL: X0@X0XXXXXXXXX.XXX
Additional Leasehold, and Subsequently Purchased Leases or some combination of
same. Affiliated will also pay to P5 a sum of $75,000.00 as the second payment
of the prospect fee. Affiliated will pay its TURNKEY CONSIDERATION of
$795,000.00 for 100% working interest to P5 as follows: Affiliated will deposit
into a mutually agreed upon escrow account $397,500.00 within seven (7) calendar
days of P5 delivering notice of the contracting of drilling operations for the
subject six (6) xxxxx or on February 1, 2005. A second payment of $397,500.00
will be deposited by Affiliated into a mutually agreed upon escrow account
twenty-one (21) calendar days after the initial payment for this second group of
six (6) xxxxx. Should Affiliated elect TO NOT PROVIDE the subject funds for the
drilling and completing of this group of six (6) xxxxx its right to participate
in future drilling operations shall be terminated. After the completion and
testing of this group of six (6) xxxxx, P5 will initiate efforts to drill the
next group of ten (10) xxxxx. For the drilling of this first ten (10) well
group Affiliated will tender to P5 a TURNKEY CONSIDERATION of $1,200,000.00 in
return for which P5 will drill and complete this first group of ten (10) xxxxx
at mutually agreeable locations on the Subject Lease, the Additional Leasehold
and Subsequently Purchased Leases or some combination of same. At this time
Affiliated will also tender the final $75,000.00 of the prospect fee.
Affiliated will pay its TURNKEY CONSIDERATION of $ 1,275,000.00 for 100% working
interest to P5 as follows: Affiliated will deposit into a mutually agreed upon
escrow account $637,500.00 within seven (7) calendar days of P5 giving notice
of the contracting of drilling operations of this first group of ten (10) xxxxx.
A second payment of $ 637,500 shall be deposited by Affiliated into a mutually
agreed upon escrow account no later than twenty-one (21) calendar days after the
initial payment for this first group of ten (10) xxxxx. Should Affiliated elect
TO NOT PROVIDE the subject funds for the drilling and completing of this first
group of ten (10) xxxxx its right to participate in future drilling operations
shall be terminated. After completion and testing of this first group of ten
(10) xxxxx P5 will initiate efforts to drill the second group of ten (10) xxxxx.
For the drilling of this second group of ten(10) xxxxx, Affiliated will tender
to P5 a TURNKEY CONSIDERATION of $1,200,000.00 in return for which P5 will drill
and complete this second group of ten (10) xxxxx at mutually agreeable locations
on the Subject Lease, the Additional Leasehold and Subsequently Purchased Leases
or some combination of same. Affiliated will pay its TURNKEY CONSIDERATION of
$1,200,000.00 for 100% working interest to P5 as follows: Affiliated will
deposit into a mutually agreed upon escrow account $600,000.00 within seven (7)
calendar days of P5 giving notice of the contracting of drilling operations of
this second group of ten (10) xxxxx. A second payment of $600,000.00 shall
deposited by Affiliated into a mutually agreed escrow account no later than
twenty-one (21)) calendar days after the initial payment for this second group
of ten (10) xxxxx. Should Affiliated elect TO NOT PROVIDE the subject funds for
the drilling and completing of this second group of ten (10) xxxxx its right to
participate in future drilling operations shall be terminated.
8.3 Should Affiliated elect to participate in the drilling of all thirty (30)
xxxxx as described herein, P5 will immediately assign a 75% interest in the
balance of the +/- 7,000 acre leasehold not assigned pursuant to Section 9 of
this agreement as shown in Exhibit "A". P5 shall retain the remaining 25%
interest in the subject leasehold. All future drilling and completion activity
of the subject leasehold will be conducted as specified in the Joint Operating
Agreement (Exhibit "B"). In such operations, as per the Joint Operating
Agreement, Affiliated will obligated for a 75% working interest position with P5
obligated for a 25% working interest position. All operations will be conducted
on an "at cost" basis as defined in the Joint Operating Agreement.
8.4 It is specifically understood that the rights to said lease(s) covered by
this agreement are burdened by royalties and overriding royalties that vary and
furthermore, that the interest of the parties hereto shall be made subject to
its proportionate part of said royalties and overriding royalties, however the
total of said royalties and overriding royalties shall be fifteen percent (15%).
9. INTEREST CONVEYED Upon payment of $290,000.00 to P5, subject to the
various terms hereof, including but not limited to a 25% working interest
re-assignment to P5 after project payout as defined herein, P5 shall assign 100%
working interest in no less than 1200 acres of the subject leasehold as shown in
Exhibit "A-1". More specifically, Affiliated shall be immediately assigned 100%
working interest in no less then 1200 acres upon P5's receipt of $290,000.00.
At that point in time when project payout, as defined herein, is reached
Affiliated shall immediately assign to P5 a 25% working interest in these same
1200 acres. Should Affiliated participate in the drilling and completion of the
first thirty (30) xxxxx on the subject leases P5 shall immediately assign a 75%
working interest to Affiliated in
0000 XXXXX XX. XXXXX XXXX, XX 00000, TELEPHONE: 000-000-0000,
E-MAIL: X0@X0XXXXXXXXX.XXX
the balance of the leasehold as shown on Exhibit "A-1". P5 shall retain a 25%
working interest in the balance of the leasehold. All assignments to Affilated
are on the basis of an 85% net revenue interest.
10. SUBSEQUENTLY PURCHASED LEASES P5 agrees to use it's best efforts to
acquire, or cause to be acquired, sixteen thousand (16,000) additional acres
(hereinafter referred to simply as "Subsequently Purchased Leases") within the
AREA OF MUTUAL INTEREST, as shown on Exhibit "A", Said lease acquisition to be
made from funds provided by Affiliated and P5 and placed into an escrow account
subject to a mutually acceptable escrow agreement.
10.1 P5 shall open an escrow account subject to a mutually acceptable escrow
agreement, whereupon P5 shall issue a notice of an assessment of $30/acre to
Affiliated, the proceeds of which shall be placed into the escrow account to
abstract, purchase, and maintain the Subsequently Purchased Leases. This
assessment shall represent an estimate of 75% of the total anticipated cost
incurred in the additional acreage acquisition. P5 shall also place into escrow
an assessment of $10/acre. This assessment shall represent an estimate of 25% of
the total anticipated cost incurred in the additional acreage acquisition.
Should actual acreage cost be less than the total assessment each parties
proportional share shall be immediately returned to each party. Total acreage
acquisition costs shall represent only those monies paid to lessors and third
parties providing services in the acquisition of said leases. P5 shall not
receive any of the monies expended in the effort to acquire additional leases
within the area of mutual interest. More specifically, P5 will deliver said
leases at a net revenue interest equal to the base royalty of any individual
leasehold unless otherwise burdened by overriding royalties beyond P5's control.
Neither P5, nor its principal owners, shall be assigned an overriding royalty
interest in the subject leases.
10.2 Affiliated shall deposit a sufficient amount into said escrow account
within sixty (60) days of receipt of the notice of assessment. The total
assessment shall be for mutually agreed leases subject to Affiliated acquiring a
seventy-five percent (75%) working interest and P5 acquiring a twenty-five (25%)
working interest.
10.3 At such time as any of the Subsequently Purchased Leases are included in
acreage assigned to the Working Interest owners the Net Revenue Interest in said
Subsequently Purchased Leases delivered to the one hundred percent (100%)
working interest shall be burdened by royalties and overriding royalties that
may vary and furthermore, the interest of the parties hereto shall be made
subject to its proportionate part of said royalties and overriding royalties.
11. WARRANTY OF TITLE. P5's assignment to Affiliated will be without recourse
or warranty of title, either expressed or implied.
12. INSURANCE COVERAGE P5 will maintain, or cause to be maintained, for the
benefit of all parties hereof, insurance coverage.
13. NOTICE PROVISIONS
13.1 Any notice to be given between P5, Affiliated and the other working
interest owners shall be conclusively taken as sufficient when given by
telephone (leaving messages on an answering machine is insufficient for this
purpose) and confirmed either by facsimile or overnight courier delivery
prepaid, and addressed to the proper party.
13.2 The parties hereto agree that such notice may be made to the following
names, addresses and telephone numbers:
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P5 Petroleum, Inc. AFFILIATED
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0000 Xxxxx Xxxx 0000 Xxxxxxxx Xxxxxx
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Xxxxx Xxxx, XX 00000 Xxxxxxx, XX 00000
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Tel. No. 0-000-000-0000 Tel. No. 000-000-0000
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Fax No. Fax No. 000-000-0000
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0000 XXXXX XX. XXXXX XXXX, XX 00000, TELEPHONE: 000-000-0000,
E-MAIL: X0@X0XXXXXXXXX.XXX
14. ENTIRE UNDERSTANDING This Agreement contains the entire understanding
between Buyer and Seller and supersedes all previous agreements regarding the
participation in this prospect, whether oral or in writing. This Agreement
cannot be modified or terminated except in accordance with its terms or by a
writing signed by the parties.
14. CHOICE OF LAW The terms and provisions of this Agreement shall be
construed in accordance with the laws of Texas.
15. SEVERABILITY If any of the terms or conditions of this agreement is found
to be illegal or unconscionable by a court of competent jurisdiction, the
remaining terms and conditions of this Agreement shall stay in full force and
effect.
16. TERM OF THIS AGREEMENT This agreement shall be binding upon the parties
hereof, their heirs, successors and/or assigns, and shall remain in full force
and effect for as long as activities and operations are being conducted on any
well completed for production hereunder, unless this agreement is otherwise
terminated by written agreement of the parties hereto.
IN WITNESS HEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized officers effective the day, month, and year first
written above.
Witnesses:
By: BY:
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Xxxx Xxxxxxx, VP Business Development
P5 Petroleum, Inc.
By: BY:
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Xxxxx Xxxxx, President
Affiliated Holdings, Inc.
0000 XXXXX XX. XXXXX XXXX, XX 00000, TELEPHONE: 000-000-0000,
E-MAIL: X0@X0XXXXXXXXX.XXX
