EXHIBIT 10.65.1
FIRST AMENDMENT TO
JOINT DEVELOPMENT AGREEMENT
This First Amendment (the "Amendment") to that certain Joint Development
Agreement (the "Agreement") entered into dated effective as of February 10,
1999, by and between XXXXXXX OIL & GAS, L.P. ("Xxxxxxx") and ASPECT RESOURCES
LLC ("Aspect") (Xxxxxxx and Aspect being sometimes referred to herein
individually as a "Party" and collectively as the "Parties"), is dated effective
as of May 1, 1999.
I.
DEFINED TERMS
Unless a term is specifically defined in this Amendment, all capitalized
terms shall have the defined meaning set forth in the Agreement.
II.
AMENDMENT TO EXPAND SUBJECT LANDS
The Parties hereby agree that Exhibit A to the Agreement is replaced with
Exhibit A which is attached hereto and incorporated herein for all purposes.
III.
AMENDMENT TO PROVIDE FOR AVO COSTS
In addition to and without limitation of its other funding obligations
under the Agreement, Aspect hereby agrees to pay Xxxxxxx for the actual
third-party costs that are incurred to purchase processed amplitude versus
offset ("AVO") data covering approximately 65.64 square miles of land within the
Subject Lands which is generally outlined on Exhibit B attached hereto. Xxxxxxx
shall not be required to reimburse Aspect for any of the costs described in this
Article III, regardless of whether or not Xxxxxxx exercises its partial payback
election which is set forth in Article II of the Agreement.
The Parties estimate that the AVO processing and analysis costs will total
approximately $400 per square mile. Following Aspect's receipt of an invoice
from Xxxxxxx, Aspect shall promptly reimburse Xxxxxxx for the total costs
incurred to acquire the AVO data, but in any event such payment shall be made
within 30 days of Aspect's receipt of the invoice.
In return for Aspect funding the above-described AVO costs, Xxxxxxx shall
interpret the resulting AVO data and, subject to the restrictions that have been
imposed by the seismic contractor or other party licensing the seismic data to
Xxxxxxx, Xxxxxxx shall immediately share the results of such interpretation with
Aspect during the AMI Term.
ASPECT UNDERSTANDS AND AGREES THAT XXXXXXX MAKES NO REPRESENTATIONS OR
WARRANTIES OF ANY KIND AS TO THE AVO DATA OR INTERPRETATIONS THAT MAY BE
PROVIDED TO ASPECT BY XXXXXXX, INCLUDING WITHOUT LIMITATION, THEIR FITNESS FOR A
PARTICULAR PURPOSE, MERCHANTABILITY OR ACCURACY, AND XXXXXXX HEREBY DISCLAIMS
ANY AND ALL SUCH REPRESENTATIONS OR WARRANTIES, AND ANY USE OF SUCH AVO DATA OR
INTERPRETATIONS BY ASPECT, OR ANY ACTION TAKEN BY ASPECT SHALL BE BASED SOLELY
ON THEIR OWN JUDGMENT, AND NEITHER XXXXXXX , OR ITS SUCCESSORS OR ASSIGNS, SHALL
BE LIABLE OR RESPONSIBLE TO ASPECT OR ITS SUCCESSOR OR ASSIGNS FOR ANY LOSS,
COST, DAMAGES, OR EXPENSE WHATSOEVER, INCLUDING INCIDENTAL OR CONSEQUENTIAL
DAMAGES, INCURRED OR SUSTAINED AS A RESULT OF THE USE OF OR RELIANCE UPON SUCH
AVO DATA OR INTERPRETATIONS, REGARDLESS OF WHETHER OR NOT SUCH LOSS, COST,
DAMAGE OR EXPENSE IS FOUND TO RESULT IN WHOLE OR IN PART FROM THE SOLE OR
CONCURRENT NEGLIGENCE OR OTHER FAULT OF XXXXXXX.
IV.
MISCELLANEOUS
Except as expressly modified herein, all other terms, conditions and
provisions of the Agreement shall remain in full force and effect.
This Amendment may be executed in multiple counterparts, each of which
shall be binding upon the signing Party or Parties thereto as fully as if all
Parties had executed one instrument, and all of such counterparts shall
constitute one and the same instrument. If counterparts of this Amendment are
executed, the signatures of the Parties, as affixed hereto, may be combined in
and treated and given effect for all purposes as a single instrument. However,
anything to the contrary contained herein notwithstanding, this Amendment shall
not be binding upon any Party hereto unless and until all of the Parties sign a
counterpart thereof.
IN WITNESS WHEREOF this Amendment is executed by the Parties on the dates
set forth opposite their respective signatures below but is effective for all
purposes as of the date first set forth above.
XXXXXXX OIL & GAS, L.P. ASPECT RESOURCES LLC
by Xxxxxxx, Inc. by Aspect Management Corporation
its Managing General Partner its Manager
By: /s/ Xxx X. Xxxxxxx By: /s/ Xxxx Xxxxxxxx
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Xxx X. Xxxxxxx, President Xxxx Xxxxxxxx, Vice President
Date: 9/28/99 Date: 9/30/99
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