First Amendment To Acreage Earning Agreement
First
Amendment To Acreage Earning Agreement
This
First Amendment to Acreage Earning Agreement (this “Amendment”) dated effective
December 31, 2005, is by and between Teton Energy Corporation, 000
00xx
Xxxxxx,
Xxxxx 0000, Xxxxxx, Xxxxxxxx, 00000 (“Teton”) and Noble Energy, Inc., 0000
Xxxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx, 00000 (“Noble”).
Recitals
a. Teton
and
Noble entered into that certain Acreage Earning Agreement dated effective
December 31, 2005 (the “Agreement”). All terms used but not defined herein shall
have the meanings given to them in the Agreement.
b. The
Parties wish to amend the terms of the Agreement by adding a tax partnership
to
be attached as Exhibit G to the JOA, and add three additional Oil and Gas Leases
that were inadvertently omitted from Exhibit A-1.
c. To
accomplish the foregoing, the Parties wish to enter into this
Amendment.
Agreement
And Amendment
In
consideration of the mutual promises contained in the Agreement and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Noble and Teton agree as follows:
1.
The
Parties agree to delete Section 18.2 - Relationship of the Parties, in its
entirety, and replace it with the following:
“With
respect to this Agreement, each Party should not be considered the
agent,
partner, employee or fiduciary of any other Party, nor shall this
Agreement be construed as creating a mining partnership, or other
partnership or association, except as set forth below. Each Party
shall be
responsible only for its obligations as provided in this Agreement
and
shall be liable only for its proportionate share of all of the costs
of
performing its obligations under this Agreement. All of the obligations
and liabilities under this Agreement shall be several and not joint
or
collective. The Parties have elected, under the terms of the JOA,
to be
treated as a tax partnership under the Internal Revenue Code of 1986,
and
under any income tax laws of the State of Nebraska or Colorado, all
as
more specifically set forth in Exhibit G - Tax Partnership Provisions
-
attached to the JOA as Exhibit G.”
|
Exhibit
G to the JOA is attached as Exhibit A to this Amendment.
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2.
The
Parties agree to amend Exhibit A-1 to the Agreement to add the three Oil and
Gas
Leases described on Exhibit B attached to this Amendment.
3.
The
Parties acknowledge that title to the leases is held by Teton DJ LLC, a wholly
owned subsidiary of Teton, and therefore Teton DJ LLC should be the Teton entity
that is a party to the JOA.
4.
Teton
Energy Corporation hereby agrees to indemnify, hold harmless and defend Noble
Energy, Inc. from and against all Losses whatsoever arising out of any failure
on the part of Teton DJ LLC to perform its obligations under the JOA.
5.
The
Parties agree to make all other changes to the Agreement necessary to carry
out
the intent of this Amendment.
6.
The
Acreage Earning Agreement, as amended by this Amendment is ratified and
confirmed in all respects.
Teton
Energy Corporation
By:
____________________________________
Xxxxxxx
X. Xxxxx, Chief Financial Officer
Noble
Energy, Inc.
By:
____________________________________
Xxxxx
X.
Xxxxx, Attorney- In -Fact
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ACKNOWLEDGMENTS
STATE
OF
COLORADO )
CITY
AND
)
ss.
COUNTY
OF
DENVER )
The
foregoing instrument was acknowledged before me this 27th
day of
January, 2006 by Xxxxxxx X. Xxxxx, as Chief Financial Officer of Teton Energy
Corporation, a Delaware Corporation, on behalf of said corporation.
Witness
my hand and official seal.
My
commission expires: 12-23-07
Notary Public |
||
STATE
OF
COLORADO )
CITY
AND
)
ss.
COUNTY
OF
DENVER )
The
foregoing instrument was acknowledged before me this 27th
day of
January, 2006 by Xxxxx X. Xxxxx as Attorney- In -Fact of Noble Energy, Inc.,
a
Delaware Corporation, on behalf of said corporation.
Witness
my hand and official seal.
My
commission expires: 12-23-07
Notary Public |
||
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