EXHIBIT 10.1
DRILLING AND OPERATING AGREEMENT
FOR
ATLAS AMERICA PUBLIC #14-2004 L.P.
INDEX
SECTION PAGE
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1. Assignment of Well Locations; Representations and Indemnification Associated with the
Assignment of the Lease; Designation of Additional Well Locations;
Outside Activities Are Not Restricted.......................................................................1
2. Drilling of Xxxxx; Timing; Depth; Interest of Developer; Right to Substitute Well Locations.................2
3. Operator - Responsibilities in General; Covenants; Term.....................................................3
4. Operator's Charges for Drilling and Completing Xxxxx; Payment; Completion Determination;
Dry Hole Determination; Excess Funds and Cost Overruns - Intangible Drilling Costs; Excess
Funds and Cost Overruns - Tangible Costs....................................................................4
5. Title Examination of Well Locations; Developer's Acceptance and Liability; Additional Well Locations........7
6. Operations Subsequent to Completion of the Xxxxx; Fee Adjustments; Extraordinary Costs;
Pipelines; Price Determinations; Plugging and Abandonment...................................................7
7. Billing and Payment Procedure with Respect to Operation of Xxxxx; Disbursements;
Separate Account for Sale Proceeds; Records and Reports; Additional Information............................9
8. Operator's Lien; Right to Collect From Oil or Gas Purchaser................................................10
9. Successors and Assigns; Transfers; Appointment of Agent....................................................11
10. Operator's Insurance; Subcontractors' Insurance; Operator's Liability......................................12
11. Internal Revenue Code Election; Relationship of Parties; Right to Take Production in Kind..................13
12. Effect of Force Majeure; Definition of Force Majeure; Limitation...........................................14
13. Term.......................................................................................................14
14. Governing Law; Invalidity..................................................................................14
15. Integration; Written Amendment.............................................................................14
16. Waiver of Default or Breach................................................................................14
17. Notices....................................................................................................15
18. Interpretation.............................................................................................15
19. Counterparts...............................................................................................15
Signature Page.............................................................................................15
Exhibit A Description of Leases and Initial Well Locations
Exhibits A-l through A-10 Maps of Initial Well Locations
Exhibit B Form of Assignment
Exhibit C Form of Addendum
DRILLING AND OPERATING AGREEMENT
THIS AGREEMENT made this 14th day of October, 2004, by and between ATLAS
RESOURCES, INC., a Pennsylvania corporation (hereinafter referred to as "Atlas"
or "Operator"),
and
ATLAS AMERICA PUBLIC #14-2004 L.P., a Delaware limited partnership, (hereinafter
referred to as the "Developer").
WITNESSETH THAT:
WHEREAS, the Operator, by virtue of the Oil and Gas Leases (the "Leases")
described on Exhibit A attached to and made a part of this Agreement, has
certain rights to develop the ten (10) initial well locations (the "Initial Well
Locations") identified on the maps attached to and made a part of this Agreement
as Exhibits A-l through A-10;
WHEREAS, the Developer, subject to the terms and conditions of this Agreement,
desires to acquire certain of the Operator's rights to develop the Initial Well
Locations and to provide for the development on the terms and conditions set
forth in this Agreement of additional well locations ("Additional Well
Locations") which the parties may from time to time designate; and
WHEREAS, the Operator is in the oil and gas exploration and development
business, and the Developer desires that Operator, as its independent
contractor, perform certain services in connection with its efforts to develop
the aforesaid Initial and Additional Well Locations (collectively the "Well
Locations") and to operate the xxxxx completed on the Well Locations, on the
terms and conditions set forth in this Agreement;
NOW THEREFORE, in consideration of the mutual covenants herein contained and
subject to the terms and conditions hereinafter set forth, the parties hereto,
intending to be legally bound, hereby agree as follows:
1. ASSIGNMENT OF WELL LOCATIONS; REPRESENTATIONS AND INDEMNIFICATION
ASSOCIATED WITH THE ASSIGNMENT OF THE LEASE; DESIGNATION OF ADDITIONAL WELL
LOCATIONS; OUTSIDE ACTIVITIES ARE NOT RESTRICTED.
(a) ASSIGNMENT OF WELL LOCATIONS. The Operator shall execute an assignment
of an undivided percentage of Working Interest in the Well Location
acreage for each well to the Developer as shown on Exhibit A attached
hereto, which assignment shall be limited to a depth from the surface
to the deepest depth penetrated at the cessation of drilling
operations.
The assignment shall be substantially in the form of Exhibit B
attached to and made a part of this Agreement. The amount of acreage
included in each Initial Well Location and the configuration of the
Initial Well Location are indicated on the maps attached as Exhibits
A-l through A-10. The amount of acreage included in each Additional
Well Location and the configuration of the Additional Well Location
shall be indicated on the maps to be attached as exhibits to the
applicable addendum to this Agreement as provided in sub-section (c)
below.
(b) REPRESENTATIONS AND INDEMNIFICATION ASSOCIATED WITH THE ASSIGNMENT OF
THE LEASE. The Operator represents and warrants to the Developer that:
(i) the Operator is the lawful owner of the Lease and rights and
interest under the Lease and of the personal property on the
Lease or used in connection with the Lease;
(ii) the Operator has good right and authority to sell and convey
the rights, interest, and property;
(iii) the rights, interest, and property are free and clear from all
liens and encumbrances; and
(iv) all rentals and royalties due and payable under the Lease have
been duly paid.
These representations and warranties shall also be included in each
recorded assignment of the acreage included in each Initial Well
Location and Additional Well Location designated pursuant to
sub-section (c) below, substantially in the manner set forth in
Exhibit B.
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The Operator agrees to indemnify, protect and hold the Developer and
its successors and assigns harmless from and against all costs
(including but not limited to reasonable attorneys' fees),
liabilities, claims, penalties, losses, suits, actions, causes of
action, judgments or decrees resulting from the breach of any of the
above representations and warranties. It is understood and agreed
that, except as specifically set forth above, the Operator makes no
warranty or representation, express or implied, as to its title or the
title of the lessors in and to the lands or oil and gas interests
covered by said Leases.
(c) DESIGNATION OF ADDITIONAL WELL LOCATIONS. If the parties hereto desire
to designate Additional Well Locations to be developed in accordance
with the terms and conditions of this Agreement, then the parties
shall execute an addendum substantially in the form of Exhibit C
attached to and made a part of this Agreement (Exhibit "C")
specifying:
(i) the undivided percentage of Working Interest and the Oil and
Gas Leases to be included as Leases under this Agreement;
(ii) the amount and configuration of acreage included in each
Additional Well Location on maps attached as exhibits to the
addendum; and
(iii) their agreement that the Additional Well Locations shall be
developed in accordance with the terms and conditions of this
Agreement.
(d) OUTSIDE ACTIVITIES ARE NOT RESTRICTED. It is understood and agreed
that the assignment of rights under the Leases and the oil and gas
development activities contemplated by this Agreement relate only to
the Initial Well Locations and the Additional Well Locations. Nothing
contained in this Agreement shall be interpreted to restrict in any
manner the right of each of the parties to conduct without the
participation of the other party any additional activities relating to
exploration, development, drilling, production, or delivery of oil and
gas on lands adjacent to or in the immediate vicinity of the Well
Locations or elsewhere.
2. DRILLING OF XXXXX; TIMING; DEPTH; INTEREST OF DEVELOPER; RIGHT TO
SUBSTITUTE WELL LOCATIONS.
(a) DRILLING OF XXXXX. Operator, as Developer's independent contractor,
agrees to drill, complete (or plug) and operate ten (10) oil and gas
xxxxx on the ten (10) Initial Well Locations in accordance with the
terms and conditions of this Agreement. Developer, as a minimum
commitment, agrees to participate in and pay the Operator's charges
for drilling and completing the xxxxx and any extra costs pursuant to
Section 4 in proportion to the share of the Working Interest owned by
the Developer in the xxxxx with respect to all initial xxxxx. It is
understood and agreed that, subject to sub-section (e) below,
Developer does not reserve the right to decline participation in the
drilling of any of the initial xxxxx to be drilled under this
Agreement.
(b) TIMING. Operator shall begin drilling the first well within thirty
(30) days after the date of this Agreement, and shall begin drilling
each of the other initial xxxxx for which payment is made pursuant to
Section 4(b) of this Agreement before the close of the 90th day after
the close of the calendar year in which this Agreement is entered into
by Operator and the Developer. Subject to the foregoing time limits,
Operator shall determine the timing of and the order of drilling the
Initial Well Locations.
(c) DEPTH. All of the xxxxx to be drilled under this Agreement (c) shall
be:
(i) drilled and completed (or plugged) in accordance with the
generally accepted and customary oil and gas field practices
and techniques then prevailing in the geographical area of the
Well Locations; and
(ii) drilled to a depth sufficient to test thoroughly the objective
formation or the deepest assigned depth, whichever is less.
(d) INTEREST OF DEVELOPER. Except as otherwise provided in this Agreement,
all costs, expenses, and liabilities incurred in connection with the
drilling and other operations and activities contemplated by this
Agreement shall be borne and paid, and all xxxxx, gathering lines of
up to approximately 2,500 feet on the Well Location in connection with
a natural gas well, equipment, materials, and facilities acquired,
constructed or installed under this Agreement shall be owned, by the
Developer in proportion to the share of the Working Interest owned by
the Developer in the xxxxx. Subject to the payment of lessor's
royalties and other royalties and overriding royalties, if any,
production of oil and gas from the xxxxx to be drilled under this
Agreement shall
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be owned by the Developer in proportion to the share of the Working
Interest owned by the Developer in the xxxxx.
(e) RIGHT TO SUBSTITUTE WELL LOCATIONS. Notwithstanding the provisions of
sub-section (a) above, if the Operator or Developer determines in good
faith, with respect to any Well Location, before operations begin
under this Agreement on the Well Location, that it would not be in the
best interest of the parties to drill a well on the Well Location,
then the party making the determination shall notify the other party
of its determination and its basis for its determination and, unless
otherwise instructed by Developer, the well shall not be drilled. This
determination may be based on:
(i) the production or failure of production of any other xxxxx
which may have been recently drilled in the immediate area of
the Well Location;
(ii) newly discovered title defects; or
(iii) any other evidence with respect to the Well Location as may be
obtained.
If the well is not drilled, then Operator shall promptly propose a new
well location (including all information for the Well Location as
Developer may reasonably request) to be substituted for the original
Well Location. Developer shall then have seven (7) business days to
either reject or accept the proposed new well location. If the new
well location is rejected, then Operator shall promptly propose
another substitute well location pursuant to the provisions of this
sub-section.
Once the Developer accepts a substitute well location or does not
reject it within said seven (7) day period, this Agreement shall
terminate as to the original Well Location and the substitute well
location shall become subject to the terms and conditions of this
Agreement.
3. OPERATOR - RESPONSIBILITIES IN GENERAL; COVENANTS; TERM.
(a) OPERATOR - RESPONSIBILITIES IN GENERAL. Atlas shall be the Operator of
the xxxxx and Well Locations subject to this Agreement and, as the
Developer's independent contractor, shall, in addition to its other
obligations under this Agreement do the following:
(i) arrange for drilling and completing the xxxxx and, if a gas
well, installing the necessary gas gathering line systems and
connection facilities;
(ii) make the technical decisions required in drilling, testing,
completing, and operating the xxxxx;
(iii) manage and conduct all field operations in connection with the
drilling, testing, completing, equipping, operating, and
producing the xxxxx;
(iv) maintain all xxxxx, equipment, gathering lines if a gas well,
and facilities in good working order during their useful
lives; and
(v) perform the necessary administrative and accounting functions.
In performing the work contemplated by this Agreement, Operator is an
independent contractor with authority to control and direct the
performance of the details of the work.
(b) COVENANTS. Operator covenants and agrees that under this Agreement:
(i) it shall perform and carry on (or cause to be performed and
carried on) its duties and obligations in a good, prudent,
diligent, and workmanlike manner using technically sound,
acceptable oil and gas field practices then prevailing in the
geographical area of the Well Locations;
(ii) all drilling and other operations conducted by, for and under
the control of Operator shall conform in all respects to
federal, state and local laws, statutes, ordinances,
regulations, and requirements;
(iii) unless otherwise agreed in writing by the Developer, all work
performed pursuant to a written estimate shall conform to the
technical specifications set forth in the written estimate and
all
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equipment and materials installed or incorporated in the xxxxx
and facilities shall be new or used and of good quality;
(iv) in the course of conducting operations, it shall comply with
all terms and conditions, other than any minimum drilling
commitments, of the Leases (and any related assignments,
amendments, subleases, modifications and supplements);
(v) it shall keep the Well Locations and all xxxxx, equipment and
facilities located on the Well Locations free and clear of all
labor, materials and other liens or encumbrances arising out
of operations;
(vi) it shall file all reports and obtain all permits and bonds
required to be filed with or obtained from any governmental
authority or agency in connection with the drilling or other
operations and activities; and
(vii) it will provide competent and experienced personnel to
supervise drilling, completing (or plugging), and operating
the xxxxx and use the services of competent and experienced
service companies to provide any third party services
necessary or appropriate in order to perform its duties.
(c) TERM. Atlas shall serve as Operator under this Agreement until the
earliest of:
(i) the termination of this Agreement pursuant to Section 13;
(ii) the termination of Atlas as Operator by the Developer at any
time in the Developer's discretion, with or without cause on
sixty (60) days' advance written notice to the Operator; or
(iii) the resignation of Atlas as Operator under this Agreement
which may occur on ninety (90) days' written notice to the
Developer at any time after five (5) years from the date of
this Agreement, it being expressly understood and agreed that
Atlas shall have no right to resign as Operator before the
expiration of the five-year period.
Any successor Operator shall be selected by the Developer. Nothing
contained in this sub-section shall relieve or release Atlas or the
Developer from any liability or obligation under this Agreement which
accrued or occurred before Atlas' removal or resignation as Operator
under this Agreement. On any change in Operator under this provision,
the then present Operator shall deliver to the successor Operator
possession of all records, equipment, materials and appurtenances used
or obtained for use in connection with operations under this Agreement
and owned by the Developer.
4. OPERATOR'S CHARGES FOR DRILLING AND COMPLETING XXXXX; PAYMENT; COMPLETION
DETERMINATION; DRY HOLE DETERMINATION; EXCESS FUNDS AND COST
OVERRUNS-INTANGIBLE DRILLING COSTS; EXCESS FUNDS AND COST OVERRUNS-TANGIBLE
COSTS.
(a) OPERATOR'S CHARGES FOR DRILLING AND COMPLETING XXXXX. All oil and gas
xxxxx which are drilled and completed under this Agreement shall be
drilled and completed on a Cost plus 15% basis. "Cost," when used with
respect to services, shall mean the reasonable, necessary, and actual
expenses incurred by Operator on behalf of Developer in providing the
services under this Agreement, determined in accordance with generally
accepted accounting principles. As used elsewhere, "Cost" shall mean
the price paid by Operator in an arm's-length transaction.
The estimated price for each of the xxxxx shall be set forth in an
Authority for Expenditure ("AFE") which shall be attached to this
Agreement as an Exhibit, and shall cover all ordinary costs which may
be incurred in drilling and completing each well. This includes
without limitation, site preparation, permits and bonds, roadways,
surface damages, power at the site, water, Operator's overhead and
profit, rights-of-way, drilling rigs, equipment and materials, costs
of title examinations, logging, cementing, fracturing, casing, meters
(other than utility purchase meters), connection facilities, salt
water collection tanks, separators, siphon string, rabbit, tubing, an
average of 2,500 feet of gathering line per well in connection with a
gas well, and geological and engineering services.
(b) PAYMENT. The Developer shall pay to Operator, in proportion to the
share of the Working Interest owned by the Developer in the xxxxx, one
hundred percent (100%) of the estimated Intangible Drilling Costs and
Tangible Costs as those terms are defined below, for drilling and
completing all initial xxxxx on execution of
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this Agreement. Notwithstanding, Atlas' payments for its share of the
estimated Tangible Costs as that term is defined below of drilling and
completing all initial xxxxx as the Managing General Partner of the
Developer shall be paid within five (5) business days of notice from
Operator that the costs have been incurred. The Developer's payment
shall be nonrefundable in all events in order to enable Operator to do
the following:
(i) commence site preparation for the initial xxxxx;
(ii) obtain suitable subcontractors for drilling and completing the
xxxxx at currently prevailing prices; and
(iii) insure the availability of equipment and materials.
For purposes of this Agreement, "Intangible Drilling Costs" shall mean
those expenditures associated with property acquisition and the
drilling and completion of oil and gas xxxxx that under present law
are generally accepted as fully deductible currently for federal
income tax purposes. This includes all expenditures made with respect
to any well before the establishment of production in commercial
quantities for wages, fuel, repairs, hauling, supplies and other costs
and expenses incident to and necessary for the drilling of the well
and the preparation of the well for the production of oil or gas, that
are currently deductible pursuant to Section 263(c) of the Internal
Revenue Code of 1986, as amended, (the "Code"), and Treasury Reg.
Section 1.612-4, which are generally termed "intangible drilling and
development costs," including the expense of plugging and abandoning
any well before a completion attempt. "Tangible Costs" shall mean
those costs associated with property acquisitions and the drilling and
completion of oil and gas xxxxx which are generally accepted as
capital expenditures pursuant to the provisions of the Code. This
includes all costs of equipment, parts and items of hardware used in
drilling and completing a well, and those items necessary to deliver
acceptable oil and gas production to purchasers to the extent
installed downstream from the wellhead of any well and which are
required to be capitalized under the Code and its regulations.
With respect to each additional well drilled on the Additional Well
Locations, if any, Developer shall pay Operator, in proportion to the
share of the Working Interest owned by the Developer in the xxxxx, one
hundred percent (100%) of the estimated Intangible Drilling Costs and
Tangible Costs for the well on execution of the applicable addendum
pursuant to Section l(c) above. Notwithstanding, Atlas' payments for
its share of the estimated Tangible Costs of drilling and completing
all additional xxxxx as the Managing General Partner of the Developer
shall be paid within five (5) business days of notice from Operator
that the costs have been incurred. The Developer's payment shall be
nonrefundable in all events in order to enable Operator to do the
following:
(i) commence site preparation;
(ii) obtain suitable subcontractors for drilling and completing the
xxxxx at currently prevailing prices; and
(iii) insure the availability of equipment and materials.
Developer shall pay, in proportion to the share of the Working
Interest owned by the Developer in the xxxxx, any extra costs incurred
for each well pursuant to sub-section (a) above within ten (10)
business days of its receipt of Operator's statement for the extra
costs.
(c) COMPLETION DETERMINATION. Operator shall determine whether or not to
run the production casing for an attempted completion or to plug and
abandon any well drilled under this Agreement. However, a well shall
be completed only if Operator has made a good faith determination that
there is a reasonable possibility of obtaining commercial quantities
of oil and/or gas.
(d) DRY HOLE DETERMINATION. If Operator determines at any time during the
drilling or attempted completion of any well under this Agreement, in
accordance with the generally accepted and customary oil and gas field
practices and techniques then prevailing in the geographic area of the
Well Location that the well should not be completed, then it shall
promptly and properly plug and abandon the well.
(e) EXCESS FUNDS AND COST OVERRUNS-INTANGIBLE DRILLING COSTS. Any
estimated Intangible Drilling Costs, which are the Intangible Drilling
Costs set forth on the AFE, paid by Developer with respect to any well
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which exceed Operator's price specified in sub-section (a) above for
the Intangible Drilling Costs of the well shall be retained by
Operator and shall be applied to:
(i) the Intangible Drilling Costs for an additional well or xxxxx
to be drilled on the Additional Well Locations; or
(ii) any cost overruns owed by the Developer to Operator for
Intangible Drilling Costs on one or more of the other xxxxx on
the Well Locations;
in proportion to the share of the Working Interest owned by the
Developer in the xxxxx.
Conversely, if Operator's price specified in sub-section (a) above for
the Intangible Drilling Costs of any well exceeds the estimated
Intangible Drilling Costs, which are the Intangible Drilling Costs set
forth on the AFE, paid by Developer for the well, then:
(i) Developer shall pay the additional price to Operator within
five (5) business days after notice from Operator that the
additional amount is due and owing; or
(ii) Developer and Operator may agree to delete or reduce
Developer's Working Interest in one or more xxxxx which have
not yet been spudded to provide funds to pay the additional
amounts to Operator. If doing so results in any excess prepaid
Intangible Drilling Costs, then these funds shall be applied
to:
(a) the Intangible Drilling Costs for an additional well or
xxxxx to be drilled on the Additional Well Locations;
or
(b) any cost overruns owed by Developer to Operator for
Intangible Drilling Costs on one or more of the other
xxxxx on the Well Locations;
in proportion to the share of the Working Interest owned by
the Developer in the xxxxx.
The Exhibits to this Agreement with respect to the affected xxxxx
shall be amended as appropriate.
(f) EXCESS FUNDS AND COST OVERRUNS - TANGIBLE COSTS. Any estimated
Tangible Costs, which are the Tangible Costs set forth on the AFE,
paid by Developer with respect to any well which exceed Operator's
price specified in sub-section (a) above for the Tangible Costs of the
well shall be retained by Operator and shall be applied to:
(i) the Intangible Drilling Costs or Tangible Costs for an
additional well or xxxxx to be drilled on the Additional Well
Locations; or
(ii) any cost overruns owed by Developer to Operator for Intangible
Drilling Costs or Tangible Costs on one or more of the other
xxxxx on the Well Locations;
in proportion to the share of the Working Interest owned by the
Developer in the xxxxx.
Conversely, if Operator's price specified in sub-section (a) above for
the Tangible Costs of any well exceeds the estimated Tangible Costs,
which are the Tangible Costs set forth on the AFE, paid by Developer
for the well, then:
(i) Developer shall pay the additional price to Operator within
ten (10) business days after notice from Operator that the
additional price is due and owing; or
(ii) Developer and Operator may agree to delete or reduce
Developer's Working Interest in one or more xxxxx which have
not yet been spudded to provide funds to pay the additional
price to Operator. If doing so results in any excess prepaid
Tangible Costs, then these funds shall be applied to:
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(a) the Intangible Drilling Costs or Tangible Costs for an
additional well or xxxxx to be drilled on the
Additional Well Locations; or
(b) any cost overruns owed by Developer to Operator for
Intangible Drilling Costs or Tangible Costs on one or
more of the other xxxxx on the Well Locations;
in proportion to the share of the Working Interest owed by the
Developer in the xxxxx.
The Exhibits to this Agreement with respect to the affected xxxxx
shall be amended as appropriate.
5. TITLE EXAMINATION OF WELL LOCATIONS, DEVELOPER'S ACCEPTANCE AND LIABILITY;
ADDITIONAL WELL LOCATIONS.
(a) TITLE EXAMINATION OF WELL LOCATIONS, DEVELOPER'S ACCEPTANCE AND
LIABILITY. The Developer acknowledges that Operator has furnished
Developer with the title opinions identified on Exhibit A, and other
documents and information which Developer or its counsel has requested
in order to determine the adequacy of the title to the Initial Well
Locations and leased premises subject to this Agreement. The Developer
accepts the title to the Initial Well Locations and leased premises
and acknowledges and agrees that, except for any loss, expense, cost,
or liability caused by the breach of any of the warranties and
representations made by the Operator in Section l(b), any loss,
expense, cost or liability whatsoever caused by or related to any
defect or failure of the title shall be the sole responsibility of and
shall be borne entirely by the Developer.
(b) ADDITIONAL WELL LOCATIONS. Before beginning drilling of any well on
any Additional Well Location, Operator shall conduct, or cause to be
conducted, a title examination of the Additional Well Location, in
order to obtain appropriate abstracts, opinions and certificates and
other information necessary to determine the adequacy of title to both
the applicable Lease and the fee title of the lessor to the premises
covered by the Lease. The results of the title examination and such
other information as is necessary to determine the adequacy of title
for drilling purposes shall be submitted to the Developer for its
review and acceptance. No drilling on the Additional Well Locations
shall begin until the title has been accepted in writing by the
Developer. After any title has been accepted by the Developer, any
loss, expense, cost, or liability whatsoever, caused by or related to
any defect or failure of the title shall be the sole responsibility of
and shall be borne entirely by the Developer, unless such loss,
expense, cost, or liability was caused by the breach of any of the
warranties and representations made by the Operator in Section l(b).
6. OPERATIONS SUBSEQUENT TO COMPLETION OF THE XXXXX; FEE ADJUSTMENTS;
EXTRAORDINARY COSTS; PIPELINES; PRICE DETERMINATIONS; PLUGGING AND
ABANDONMENT.
(a) OPERATIONS SUBSEQUENT TO COMPLETION OF THE XXXXX. Beginning with the
month in which a well drilled under this Agreement begins to produce,
Operator shall be entitled to an operating fee of $285 per month for
each well being operated under this Agreement, proportionately reduced
to the extent the Developer owns less than 100% of the Working
Interest in the xxxxx. This fee shall be in lieu of any direct charges
by Operator for its services or the provision by Operator of its
equipment for normal superintendence and maintenance of the xxxxx and
related pipelines and facilities.
The operating fees shall cover all normal, regularly recurring
operating expenses for the production, delivery and sale of natural
gas, including without limitation:
(i) well tending, routine maintenance and adjustment;
(ii) reading meters, recording production, pumping, maintaining
appropriate books and records;
(iii) preparing reports to the Developer and government agencies;
and
(iv) collecting and disbursing revenues.
The operating fees shall not cover costs and expenses related to the
following:
(i) the production and sale of oil;
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(ii) the collection and disposal of salt water or other liquids
produced by the xxxxx;
(iii) the rebuilding of access roads; and
(iv) the purchase of equipment, materials or third party services;
which, subject to the provisions of sub-section (c) of this Section 6,
shall be paid by the Developer in proportion to the share of the
Working Interest owned by the Developer in the xxxxx.
Any well which is temporarily abandoned or shut-in continuously for
the entire month shall not be considered a producing well for purposes
of determining the number of xxxxx in the month subject to the
operating fee.
(b) FEE ADJUSTMENTS. The monthly operating fee set forth in sub-section
(a) above may in the following manner be adjusted annually as of the
first day of January (the "Adjustment Date") each year beginning
January l, 2006. Such adjustment, if any, shall not exceed the
percentage increase in the average weekly earnings of "Crude
Petroleum, Natural Gas, and Natural Gas Liquids" workers, as published
by the U.S. Department of Labor, Bureau of Labor Statistics, and shown
in Employment and Earnings Publication, Monthly Establishment Data,
Hours and Earning Statistical Table C-2, Index Average Weekly Earnings
of "Crude Petroleum, Natural Gas, and Natural Gas Liquids" workers,
SIC Code #131-2, or any successor index thereto, since January l,
2004, in the case of the first adjustment, and since the previous
Adjustment Date, in the case of each subsequent adjustment.
(c) EXTRAORDINARY COSTS. Without the prior written consent of the
Developer, pursuant to a written estimate submitted by Operator,
Operator shall not undertake any single project or incur any
extraordinary cost with respect to any well being produced under this
Agreement reasonably estimated to result in an expenditure of more
than $5,000, unless the project or extraordinary cost is necessary for
the following:
(i) to safeguard persons or property; or
(ii) to protect the well or related facilities in the event of a
sudden emergency.
In no event, however, shall the Developer be required to pay for any
project or extraordinary cost arising from the negligence or
misconduct of Operator, its agents, servants, employees, contractors,
licensees, or invitees.
All extraordinary costs incurred and the cost of projects undertaken
with respect to a well being produced shall be billed at the invoice
cost of third-party services performed or materials purchased together
with a reasonable charge by Operator for services performed directly
by it, in proportion to the share of the Working Interest owned by the
Developer in the xxxxx. Operator shall have the right to require the
Developer to pay in advance of undertaking any project all or a
portion of the estimated costs of the project in proportion to the
share of the Working Interest owned by the Developer in the xxxxx.
(d) PIPELINES. Developer shall have no interest in the pipeline gathering
system, which gathering system shall remain the sole property of
Operator or its Affiliates and shall be maintained at their sole cost
and expense.
(e) PRICE DETERMINATIONS. Notwithstanding anything herein to the contrary,
the Developer shall pay all costs in proportion to the share of the
Working Interest owned by the Developer in the xxxxx with respect to
obtaining price determinations under and otherwise complying with the
Natural Gas Policy Act of 1978 and the implementing state regulations.
This responsibility shall include, without limitation, preparing,
filing, and executing all applications, affidavits, interim collection
notices, reports and other documents necessary or appropriate to
obtain price certification, to effect sales of natural gas, or
otherwise to comply with the Act and the implementing state
regulations.
Operator agrees to furnish the information and render the assistance
as the Developer may reasonably request in order to comply with the
Act and the implementing state regulations without charge for services
performed by its employees.
(f) PLUGGING AND ABANDONMENT. The Developer shall have the right to direct
Operator to plug and abandon any well that has been completed under
this Agreement as a producer. In addition, Operator shall not plug and
8
abandon any well that has been drilled and completed as a producer
before obtaining the written consent of the Developer. However, if the
Operator in accordance with the generally accepted and customary oil
and gas field practices and techniques then prevailing in the
geographic area of the well location, determines that any well should
be plugged and abandoned and makes a written request to the Developer
for authority to plug and abandon the well and the Developer fails to
respond in writing to the request within forty-five (45) days
following the date of the request, then the Developer shall be deemed
to have consented to the plugging and abandonment of the well.
All costs and expenses related to plugging and abandoning the xxxxx
which have been drilled and completed as producing xxxxx shall be
borne and paid by the Developer in proportion to the share of the
Working Interest owned by the Developer in the xxxxx. Also, at any
time after one (1) year from the date each well drilled and completed
is placed into production, Operator shall have the right to deduct
each month from the proceeds of the sale of the production from the
well up to $200, in proportion to the share of the Working Interest
owned by the Developer in the xxxxx, for the purpose of establishing a
fund to cover the estimated costs of plugging and abandoning the well.
All of these funds shall be deposited in a separate interest bearing
escrow account for the account of the Developer, and the total amount
so retained and deposited shall not exceed Operator's reasonable
estimate of Developer's share of the costs of plugging and abandoning
the well.
7. BILLING AND PAYMENT PROCEDURE WITH RESPECT TO OPERATION OF XXXXX;
DISBURSEMENTS; SEPARATE ACCOUNT FOR SALE PROCEEDS; RECORDS AND REPORTS;
ADDITIONAL INFORMATION.
(a) BILLING AND PAYMENT PROCEDURE WITH RESPECT TO OPERATION OF XXXXX.
Operator shall promptly and timely pay and discharge on behalf of the
Developer, in proportion to the share of the Working Interest owned by
the Developer in the xxxxx, the following:
(i) all expenses and liabilities payable and incurred by reason of
its operation of the xxxxx in accordance with this Agreement,
such as severance taxes, royalties, overriding royalties,
operating fees, and pipeline gathering charges; and
(ii) any third-party invoices rendered to Operator with respect to
costs and expenses incurred in connection with the operation
of the xxxxx.
Operator, however, shall not be required to pay and discharge any of
the above costs and expenses which are being contested in good faith
by Operator.
Operator shall:
(i) deduct the foregoing costs and expenses from the Developer's
share of the proceeds of the oil and/or gas sold from the
xxxxx; and
(ii) keep an accurate record of the Developer's account, showing
expenses incurred and charges and credits made and received
with respect to each well.
If the proceeds are insufficient to pay the costs and expenses, then
Operator shall promptly and timely pay and discharge the costs and
expenses, in proportion to the share of the Working Interest owned by
the Developer in the xxxxx, and prepare and submit an invoice to the
Developer each month for the costs and expenses. The invoice shall be
accompanied by the form of statement specified in sub-section (b)
below, and shall be paid by the Developer within ten (10) business
days of its receipt.
(b) DISBURSEMENTS. Operator shall disburse to the Developer, on a monthly
basis, the Developer's share of the proceeds received from the sale of
oil and/or gas sold from the xxxxx operated under this Agreement,
less:
(i) the amounts charged to the Developer under sub-section (a);
and
(ii) the amount, if any, withheld by Operator for future plugging
costs pursuant to sub-section (f) of Section 6.
Each disbursement made and/or invoice submitted pursuant to
sub-section (a) above shall be accompanied by a statement itemizing
with respect to each well:
9
(i) the total production of oil and/or gas since the date of the
last disbursement or invoice billing period, as the case may
be, and the Developer's share of the production;
(ii) the total proceeds received from any sale of the production,
and the Developer's share of the proceeds;
(iii) the costs and expenses deducted from the proceeds and/or being
billed to the Developer pursuant to sub-section (a) above;
(iv) the amount withheld for future plugging costs; and
(v) any other information as Developer may reasonably request,
including without limitation copies of all third-party
invoices listed on the statement for the period.
(c) SEPARATE ACCOUNT FOR SALE PROCEEDS. Operator agrees to deposit all
proceeds from the sale of oil and/or gas sold from the xxxxx operated
under this Agreement in a separate checking account maintained by
Operator. This account shall be used solely for the purpose of
collecting and disbursing funds constituting proceeds from the sale of
production under this Agreement.
(d) RECORDS AND REPORTS. In addition to the statements required under
sub-section (b) above, Operator, within seventy-five (75) days after
the completion of each well drilled, shall furnish the Developer with
a detailed statement itemizing with respect to the well the total
costs and charges under Section 4(a) and the Developer's share of the
costs and charges, and any information as is necessary to enable the
Developer:
(i) to allocate any extra costs incurred with respect to the well
between Tangible Costs and Intangible Drilling Costs; and
(ii) to determine the amount of investment tax credit, if
applicable.
(e) ADDITIONAL INFORMATION. Operator shall promptly furnish the Developer
with any additional information as it may reasonably request,
including without limitation geological, technical, and financial
information, in the form as may reasonably be requested, pertaining to
any phase of the operations and activities governed by this Agreement.
The Developer and its authorized employees, agents and consultants,
including independent accountants shall, at Developer's sole cost and
expense:
(i) on at least ten (10) days' written notice have access during
normal business hours to all of Operator's records pertaining
to operations, including without limitation, the right to
audit the books of account of Operator relating to all
receipts, costs, charges, expenses and disbursements under
this Agreement, including information regarding the separate
account required under sub-section (c); and
(ii) have access, at its sole risk, to any xxxxx drilled by
Operator under this Agreement at all times to inspect and
observe any machinery, equipment and operations.
8. OPERATOR'S LIEN; RIGHT TO COLLECT FROM OIL OR GAS PURCHASER.
(a) OPERATOR'S LIEN. To secure the payment of all sums due from Developer
to Operator under the provisions of this Agreement the Developer
grants Operator a first and preferred lien on and security interest in
the following:
(i) the Developer's interest in the Leases covered by this
Agreement;
(ii) the Developer's interest in oil and gas produced under this
Agreement and its proceeds from the sale of the oil and gas;
and
(iii) the Developer's interest in materials and equipment under this
Agreement.
(b) RIGHT TO COLLECT FROM OIL OR GAS PURCHASER. If the Developer fails to
timely pay any amount owing under this Agreement by it to the
Operator, then Operator, without prejudice to other existing remedies,
may collect and retain from any purchaser or purchasers of oil or gas
the Developer's share of the proceeds from the sale
10
of the oil and gas until the amount owed by the Developer, plus twelve
percent (12%) interest on a per annum basis, and any additional costs
(including without limitation actual attorneys' fees and costs)
resulting from the delinquency, has been paid. Each purchaser of oil
or gas shall be entitled to rely on Operator's written statement
concerning the amount of any default.
9. SUCCESSORS AND ASSIGNS; TRANSFERS; APPOINTMENT OF AGENT.
(a) SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and inure
to the benefit of the undersigned parties and their respective
successors and permitted assigns. However, without the prior written
consent of the Developer, the Operator may not assign, transfer,
pledge, mortgage, hypothecate, sell or otherwise dispose of any of its
interest in this Agreement, or any of the rights or obligations under
this Agreement. Notwithstanding, this consent shall not be required in
connection with:
(i) the assignment of work to be performed for Operator by
subcontractors, it being understood and agreed, however, that
any assignment to Operator's subcontractors shall not in any
manner relieve or release Operator from any of its obligations
and responsibilities under this Agreement;
(ii) any lien, assignment, security interest, pledge or mortgage
arising under Operator's present or future financing
arrangements; or
(iii) the liquidation, merger, consolidation, or other corporate
reorganization or sale of substantially all of the assets of
Operator.
Further, in order to maintain uniformity of ownership in the xxxxx,
production, equipment, and leasehold interests covered by this
Agreement, and notwithstanding any other provisions to the contrary,
the Developer shall not, without the prior written consent of
Operator, sell, assign, transfer, encumber, mortgage or otherwise
dispose of any of its interest in the xxxxx, production, equipment or
leasehold interests covered by this Agreement unless the disposition
encompasses either:
(i) the entire interest of the Developer in all xxxxx, production,
equipment and leasehold interests subject to this Agreement;
or
(ii) an equal undivided interest in all such xxxxx, production,
equipment, and leasehold interests.
(b) TRANSFERS. Subject to the provisions of sub-section (a) above, any
sale, encumbrance, transfer or other disposition made by the Developer
of its interests in the xxxxx, production, equipment, and/or leasehold
interests covered by this Agreement shall be made:
(i) expressly subject to this Agreement;
(ii) without prejudice to the rights of the Operator; and
(iii) in accordance with and subject to the provisions of the Lease.
(c) APPOINTMENT OF AGENT. If at any time the interest of the Developer is
divided among or owned by co-owners, Operator may, at its discretion,
require the co-owners to appoint a single trustee or agent with full
authority to do the following:
(i) receive notices, reports and distributions of the proceeds
from production;
(ii) approve expenditures;
(iii) receive xxxxxxxx for and approve and pay all costs, expenses
and liabilities incurred under this Agreement;
(iv) exercise any rights granted to the co-owners under this
Agreement;
(v) grant any approvals or authorizations required or contemplated
by this Agreement;
11
(vi) sign, execute, certify, acknowledge, file and/or record any
agreements, contracts, instruments, reports, or documents
whatsoever in connection with this Agreement or the activities
contemplated by this Agreement; and
(vii) deal generally with, and with power to bind, the co-owners
with respect to all activities and operations contemplated by
this Agreement.
However, all the co-owners shall continue to have the right to enter
into and execute all contracts or agreements for their respective
shares of the oil and gas produced from the xxxxx drilled under this
Agreement in accordance with sub-section (c) of Section 11.
10. OPERATOR'S INSURANCE; SUBCONTRACTORS' INSURANCE; OPERATOR'S LIABILITY.
(a) OPERATOR'S INSURANCE. Operator shall obtain and maintain at its own
expense so long as it is Operator under this Agreement all required
Workmen's Compensation Insurance and comprehensive general public
liability insurance in amounts and coverage not less than $1,000,000
per person per occurrence for personal injury or death and $1,000,000
for property damage per occurrence, which shall include coverage for
blow-outs and total liability coverage of not less than $10,000,000.
Subject to the above limits, the Operator's general public liability
insurance shall be in all respects comparable to that generally
maintained in the industry with respect to services of the type to be
rendered and activities of the type to be conducted under this
Agreement. Operator's general public liability insurance shall, if
permitted by Operator's insurance carrier:
(i) name the Developer as an additional insured party; and
(ii) provide that at least thirty (30) days' prior notice of
cancellation and any other adverse material change in the
policy shall be given to the Developer.
However, the Developer shall reimburse Operator for the additional
cost, if any, of including it as an additional insured party under the
Operator's insurance.
Current copies of all policies or certificates of the Operator's
insurance coverage shall be delivered to the Developer on request. It
is understood and agreed that Operator's insurance coverage may not
adequately protect the interests of the Developer and that the
Developer shall carry at its expense the excess or additional general
public liability, property damage, and other insurance, if any, as the
Developer deems appropriate.
(b) SUBCONTRACTORS' INSURANCE. Operator shall require all of its
subcontractors to carry all required Workmen's Compensation Insurance
and to maintain such other insurance, if any, as Operator in its
discretion may require.
(c) OPERATOR'S LIABILITY. Operator's liability to the Developer as
Operator under this Agreement shall be limited to, and Operator shall
indemnify the Developer and hold it harmless from, claims, penalties,
liabilities, obligations, charges, losses, costs, damages, or expenses
(including but not limited to reasonable attorneys' fees) relating to,
caused by or arising out of:
(i) the noncompliance with or violation by Operator, its
employees, agents, or subcontractors of any local, state or
federal law, statute, regulation, or ordinance;
(ii) the negligence or misconduct of Operator, its employees,
agents or subcontractors; or
(iii) the breach of or failure to comply with any provisions of this
Agreement.
11. INTERNAL REVENUE CODE ELECTION; RELATIONSHIP OF PARTIES; RIGHT TO TAKE
PRODUCTION IN KIND.
(a) INTERNAL REVENUE CODE ELECTION. With respect to this Agreement, each
of the parties elects under Section 761(a) of the Internal Revenue
Code of 1986, as amended, to be excluded from the provisions of
Subchapter K of Chapter 1 of Sub Title A of the Internal Revenue Code
of 1986, as amended. If the income tax laws of
12
the state or states in which the property covered by this Agreement is
located contain, or may subsequently contain, a similar election, each
of the parties agrees that the election shall be exercised.
Beginning with the first taxable year of operations under this
Agreement, each party agrees that the deemed election provided by
Section 1.761-2(b)(2)(ii) of the Regulations under the Internal
Revenue Code of 1986, as amended, will apply; and no party will file
an application under Section 1.761-2 (b)(3)(i) and (ii) of the
Regulations to revoke the election. Each party agrees to execute the
documents and make the filings with the appropriate governmental
authorities as may be necessary to effect the election.
(b) RELATIONSHIP OF PARTIES. It is not the intention of the parties to
create, nor shall this Agreement be construed as creating, a mining or
other partnership or association or to render the parties liable as
partners or joint venturers for any purpose. Operator shall be deemed
to be an independent contractor and shall perform its obligations as
set forth in this Agreement or as otherwise directed by the Developer.
(c) RIGHT TO TAKE PRODUCTION IN KIND. Subject to the provisions of Section
8 above, the Developer shall have the exclusive right to sell or
dispose of its proportionate share of all oil and gas produced from
the xxxxx to be drilled under this Agreement, exclusive of production:
(i) that may be used in development and producing operations;
(ii) unavoidably lost; and
(iii) used to fulfill any free gas obligations under the terms of
the applicable Lease or Leases.
Operator shall not have any right to sell or otherwise dispose of the
oil and gas. The Developer shall have the exclusive right to execute
all contracts relating to the sale or disposition of its proportionate
share of the production from the xxxxx drilled under this Agreement.
Developer shall have no interest in any gas supply agreements of
Operator, except the right to receive Developer's share of the
proceeds received from the sale of any gas or oil from xxxxx developed
under this Agreement. The Developer agrees to designate Operator or
Operator's designated bank agent as the Developer's collection agent
in any contracts. On request, Operator shall assist Developer in
arranging the sale or disposition of Developer's oil and gas under
this Agreement and shall promptly provide the Developer with all
relevant information which comes to Operator's attention regarding
opportunities for sale of production.
If Developer fails to take in kind or separately dispose of its
proportionate share of the oil and gas produced under this Agreement,
then Operator shall have the right, subject to the revocation at will
by the Developer, but not the obligation, to purchase the oil and gas
or sell it to others at any time and from time to time, for the
account of the Developer at the best price obtainable in the area for
the production. Notwithstanding, Operator shall have no liability to
Developer should Operator fail to market the production.
Any purchase or sale by Operator shall be subject always to the right
of the Developer to exercise at any time its right to take in-kind, or
separately dispose of, its share of oil and gas not previously
delivered to a purchaser. Any purchase or sale by Operator of any
other party's share of oil and gas shall be only for reasonable
periods of time as are consistent with the minimum needs of the oil
and gas industry under the particular circumstances, but in no event
for a period in excess of one (1) year.
12. EFFECT OF FORCE MAJEURE; DEFINITION OF FORCE MAJEURE; LIMITATION.
(a) EFFECT OF FORCE MAJEURE. If Operator is rendered unable, wholly or in
part, by force majeure (as defined below) to carry out any of its
obligations under this Agreement, including but not limited to
beginning the drilling of one or more xxxxx by the applicable times
set forth in Section 2(b) or in any Addendum to this Agreement, the
obligations of the Operator, so far as it is affected by the force
majeure, shall be suspended during but no longer than, the continuance
of the force majeure. The Operator shall give to the Developer prompt
written notice of the force majeure with reasonably full particulars
concerning it. Operator shall use all reasonable diligence to remove
the force majeure as quickly as possible to the extent the same is
within reasonable control.
13
(b) DEFINITION OF FORCE MAJEURE. The term "force majeure" shall mean an
act of God, strike, lockout, or other industrial disturbance, act of
the public enemy, war, blockade, public riot, lightning, fire, storm,
flood, explosion, governmental restraint, unavailability of drilling
rigs, equipment or materials, plant shut-downs, curtailments by
purchasers and any other causes whether of the kind specifically
enumerated above or otherwise, which directly preclude Operator's
performance under this Agreement and is not reasonably within the
control of the Operator including but not limited to, the inability of
Operator to begin the drilling of the xxxxx subject to this Agreement
by the applicable times set forth in Section 2(b) or in any Addendum
to this Agreement due to decisions of third-party operators to delay
drilling the xxxxx, poor weather conditions, inability to obtain
drilling permits, access right to the drilling site or title problems.
(c) LIMITATION. The requirement that any force majeure shall be remedied
with all reasonable dispatch shall not require the settlement of
strikes, lockouts, or other labor difficulty affecting the Operator,
contrary to its wishes. The method of handling these difficulties
shall be entirely within the discretion of the Operator.
13. TERM.
This Agreement shall become effective when executed by Operator and the
Developer. Except as provided in sub-section (c) of Section 3, this
Agreement shall continue and remain in full force and effect for the
productive lives of the xxxxx being operated under this Agreement.
14. GOVERNING LAW; INVALIDITY.
(a) GOVERNING LAW. This Agreement shall be governed by, construed and
interpreted in accordance with the laws of the Commonwealth of
Pennsylvania.
(b) INVALIDITY. The invalidity or unenforceability of any particular
provision of this Agreement shall not affect the other provisions of
this Agreement, and this Agreement shall be construed in all respects
as if the invalid or unenforceable provision were omitted.
15. INTEGRATION; WRITTEN AMENDMENT.
(a) INTEGRATION. This Agreement, including the Exhibits to this Agreement,
constitutes and represents the entire understanding and agreement of
the parties with respect to the subject matter of this Agreement and
supersedes all prior negotiations, understandings, agreements, and
representations relating to the subject matter of this Agreement.
(b) WRITTEN AMENDMENT. No change, waiver, modification, or amendment of
this Agreement shall be binding or of any effect unless in writing
duly signed by the party against which the change, waiver,
modification, or amendment is sought to be enforced.
16. WAIVER OF DEFAULT OR BREACH.
No waiver by any party to any default of or breach by any other party under
this Agreement shall operate as a waiver of any future default or breach,
whether of like or different character or nature.
17. NOTICES.
Unless otherwise provided in this Agreement, all notices, statements,
requests, or demands which are required or contemplated by this Agreement
shall be in writing and shall be hand-delivered or sent by registered or
certified mail, postage prepaid, to the following addresses until changed
by certified or registered letter so addressed to the other party:
(i) If to the Operator, to:
Atlas Resources, Inc.
000 Xxxxxx Xxxx
Xxxx Xxxxxxxx, Xxxxxxxxxxxx 00000
Attention: President
14
(ii) If to Developer, to:
Atlas America Public #14-2004 L.P.
c/o Atlas Resources, Inc.
000 Xxxxxx Xxxx
Xxxx Xxxxxxxx, Xxxxxxxxxxxx 00000
Notices which are served by registered or certified mail on the parties in
the manner provided in this Section shall be deemed sufficiently served or
given for all purposes under this Agreement at the time the notice is
mailed in any post office or branch post office regularly maintained by the
United States Postal Service or any successor. All payments shall be
hand-delivered or sent by United States mail, postage prepaid to the
addresses set forth above until changed by certified or registered letter
so addressed to the other party.
18. INTERPRETATION.
The titles of the Sections in this Agreement are for convenience of
reference only and shall not control or affect the meaning or construction
of any of the terms and provisions of this Agreement. As used in this
Agreement, the plural shall include the singular and the singular shall
include the plural whenever appropriate.
19. COUNTERPARTS.
The parties may execute this Agreement in any number of separate
counterparts, each of which, when executed and delivered by the parties,
shall have the force and effect of an original; but all such counterparts
shall be deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written.
ATLAS RESOURCES, INC.
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------
Xxxxx X. Xxxxxxx,
Executive Vice President
ATLAS AMERICA PUBLIC #14-2004 L.P.
By its Managing General Partner:
ATLAS RESOURCES, INC.
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------
Xxxxx X. Xxxxxxx,
Executive Vice President
15
EXHIBIT A
DRILLING AND OPERATING AGREEMENT DATED OCTOBER 14, 2004
INITIAL XXXXX
ATLAS AMERICA PUBLIC #14-2004 L.P.
WELL NAME STATE COUNTY TOWNSHIP
------------------------ ------------ -------- -------------------
Helderlein Unit #1 Pennsylvania Xxxxxxxx X. Xxxxxxxxxxx
Hood #5 Pennsylvania Xxxxxxxx X. Xxxxxxxxxxx
Xxxxx #2 Pennsylvania Fayette Xxxxxxxx
Xxxxxxxxxx #2 Pennsylvania Fayette Xxxxxxxxx
Xxxxx #1 Pennsylvania Fayette Xxxxxxxxx
Xxxxxxx/National City #6 Pennsylvania Fayette Redstone
Springer #4 Pennsylvania Fayette Redstone
Xxxxxxx #2 Pennsylvania Fayette Redstone
Xxxxxxxx #26 Pennsylvania Fayette Redstone
BR-1021 Tennessee Xxxxx Fork Mountain Field
Exhibit A
(Page 1)
ADDENDUM NO. 1
TO DRILLING AND OPERATING AGREEMENT
DATED DECEMBER 31, 2004
THIS ADDENDUM NO. 1 made and entered into this 31st day of December, 2004, by
and between ATLAS RESOURCES, INC., a Pennsylvania corporation (hereinafter
referred to as "Operator"),
and
ATLAS AMERICA PUBLIC #14-2004 L.P., a Delaware limited partnership, (hereinafter
referred to as the Developer).
WITNESSETH THAT:
WHEREAS, Operator and the Developer have entered into a Drilling and Operating
Agreement dated October 14, 2004, (the "Agreement"), which relates to the
drilling and operating of ten (10) xxxxx on the ten (10) Initial Well Locations
identified on the maps attached as Exhibits A-l through A-10 to the Agreement,
and provides for the development on the terms and conditions set forth in the
Agreement of Additional Well Locations as the parties may from time to time
designate; and
WHEREAS, pursuant to Section l(c) of the Agreement, Operator and Developer
presently desire to designate 257 Additional Well Locations described below to
be developed in accordance with the terms and conditions of the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained in this
Addendum and intending to be legally bound, the parties agree as follows:
1. Pursuant to Section l(c) of the Agreement, the Developer hereby authorizes
Operator to drill, complete (or plug) and operate, on the terms and conditions
set forth in the Agreement and this Addendum No. 1, 257 additional xxxxx on the
257 Additional Well Locations described on Exhibit A to this Addendum and on the
maps attached to this Addendum as Exhibits A-11 through A-267.
2. Operator, as Developer's independent contractor, agrees to drill, complete
(or plug) and operate the additional xxxxx on the Additional Well Locations in
accordance with the terms and conditions of the Agreement and further agrees to
begin drilling the first additional well within thirty (30) days after the date
of this Addendum and to begin drilling all the additional xxxxx on or before
March 30, 2005.
3. Developer acknowledges that:
(a) Operator has furnished Developer with the title opinions identified
on Exhibit A to this Addendum; and
(b) such other documents and information which Developer or its counsel
has requested in order to determine the adequacy of the title to the
above Additional Well Locations.
The Developer accepts the title to the Additional Well Locations and leased
premises in accordance with the provisions of Section 5 of the Agreement.
4. The drilling and operation of the additional xxxxx on the Additional Well
Locations shall be in accordance with and subject to the terms and conditions
set forth in the Agreement as supplemented by this Addendum No. 1 and except as
previously supplemented, all terms and conditions of the Agreement shall remain
in full force and effect as originally written.
5. This Addendum No. 1 shall be legally binding on, and shall inure to the
benefit of, the parties and their respective successors and permitted assigns.
Exhibit C
(Page 1)
WITNESS the due execution of this Addendum on the day and year first above
written.
ATLAS RESOURCES, INC.
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------
Xxxxx X. Xxxxxxx,
Executive Vice President
ATLAS AMERICA PUBLIC #14-2004 L.P.
By its Managing General Partner:
ATLAS RESOURCES, INC.
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------
Xxxxx X. Xxxxxxx,
Executive Vice President
Exhibit C
(Page 2)
EXHIBIT A
ADDENDUM DATED DECEMBER 31, 2004
TO DRILLING AND OPERATING AGREEMENT DATED OCTOBER 14, 0000
XXXXX XXXXXXX PUBLIC #14-2004 X.X.
XXXXX STATE COUNTY TOWNSHIP
--------------------------------- ------------ ------------ -------------------
X. Xxxxx #6 Pennsylvania Xxxxxxxxx Kiskiminetas
X. Xxxxxx #5 Pennsylvania Xxxxxxxxx Kiskiminetas
Xxxxxx #1 Pennsylvania Xxxxxxxxx South Bend
Xxxxxx #5 Pennsylvania Xxxxxxxxx South Bend
Xxxxx #102 Pennsylvania Xxxxxxxx X. Xxxxxxxxxxx
Xxxxxxxx #0 Xxxxxxxxxxxx Xxxxxxxx X. Xxxxxxxxxxx
Xxxxxx #0 Xxxxxxxxxxxx Xxxxxxxx X. Xxxxxxxxxxx
Xxxxxx #5 Pennsylvania Xxxxxxxx E. Xxxxxxxxxxx
Xxxxx #4 Pennsylvania Xxxxxxxx X. Xxxxxxxxxxx
Mullet #1 Pennsylvania Xxxxxxxx E. Xxxxxxxxxxx
Xxxxxx Farms #4 Pennsylvania Xxxxxxxx X. Xxxxxxxxxxx
Xxxxx #1 Pennsylvania Xxxxxxxx X. Xxxxxxxxxxx
Xxxxxxx #1 Pennsylvania Xxxxxxxx X. Xxxxxxxxxxx
Xxxxxxx #3 Pennsylvania Xxxxxxxx Hayfield
Xxxx #1 Pennsylvania Xxxxxxxx Hayfield
Kingston Unit #1 Pennsylvania Xxxxxxxx Hayfield
Main #2 Pennsylvania Xxxxxxxx Hayfield
Xxxxxxx #2 Pennsylvania Xxxxxxxx Hayfield
Xxxxx #1 Pennsylvania Xxxxxxxx Hayfield
Xxxxxxxx #00 Xxxxxxxxxxxx Xxxxxxxx Xxxxxxxx
Xxxxxxxxx #1 Pennsylvania Xxxxxxxx S. Shenango
White #1 Pennsylvania Xxxxxxxx S. Shenango
Xxxxxxxxxx #2 Pennsylvania Xxxxxxxx Sadsbury
Merlin Enterprises #4 Pennsylvania Xxxxxxxx Sadsbury
Xxxxxx Trust #32 Pennsylvania Xxxxxxxx Sadsbury
Xxxxx Unit #1 Pennsylvania Xxxxxxxx Sadsbury
Alexander #2 Pennsylvania Xxxxxxxx Xxxxxx
Brest #2 Pennsylvania Xxxxxxxx Xxxxxx
XxXxxxxx #2 Pennsylvania Xxxxxxxx Xxxxxx
Xxxx #4 Pennsylvania Xxxxxxxx Xxxxxx
Xxxxx #3 Pennsylvania Xxxxxxxx Xxxxxx
Exhibit A
(Page 1)
EXHIBIT A - ADDENDUM DATED DECEMBER 31, 0000
XXXXX XXXXXXX PUBLIC #14-2004 X.X.
XXXXX STATE COUNTY TOWNSHIP
--------------------------------- ------------ ------------ -------------------
Xxxxxxxx #0 Xxxxxxxxxxxx Xxxxxxxx X. Xxxxxxxxxxx
Xxxxxx #1 Pennsylvania Xxxxxxxx X. Xxxxxxxxxxx
Pleasant Acres #1 Pennsylvania Xxxxxxxx X. Xxxxxxxxxxx
Rameas #1 Pennsylvania Xxxxxxxx X. Xxxxxxxxxxx
Xxxxxxx #10 Pennsylvania Elk Millstone
Xxxxxxx #11 Pennsylvania Elk Millstone
Xxxxxxx #5 Pennsylvania Elk Millstone
Cossell/Xxxxx #3 Pennsylvania Fayette Xxxxxxxx
Xxxxx #1 Pennsylvania Fayette German
Kino #1 Pennsylvania Fayette German
Xxxxxxx #1A Pennsylvania Xxxxxxx Xxxxxxxxx
Bird #2 Pennsylvania Fayette Xxxxxxxxx
Xxxxx #10 Pennsylvania Fayette Xxxxxxxxx
Xxxxx #9 Pennsylvania Xxxxxxx Xxxxxxxxx
Chubboy #7 Pennsylvania Xxxxxxx Xxxxxxxxx
Chubboy #8 Pennsylvania Fayette Xxxxxxxxx
Xxxxxxxx #4 Pennsylvania Fayette Xxxxxxxxx
Xxxxxxxx #6 Pennsylvania Xxxxxxx Xxxxxxxxx
Hela #3 Pennsylvania Fayette Xxxxxxxxx
Xxxxxxx #4 Pennsylvania Fayette Xxxxxxxxx
Xxxxxx #2 Pennsylvania Fayette Xxxxxxxxx
Xxxxxx #3 Pennsylvania Fayette Xxxxxxxxx
Xxxxxx #5 Pennsylvania Fayette Xxxxxxxxx
Xxxxxxxx #1 Pennsylvania Xxxxxxx Xxxxxxxxx
S.A.G.P. #1 Pennsylvania Xxxxxxx Xxxxxxxxx
S.A.G.P. #4 Pennsylvania Fayette Xxxxxxxxx
Xxxxxxxx #2 Pennsylvania Fayette Xxxxxxxxx
Xxxxx #4 Pennsylvania Fayette Xxxxxxxxx
Xxxxx Realty #1 Pennsylvania Fayette Xxxxxxxxx
Xxxxx Realty #3 Pennsylvania Fayette Xxxxxxxxx
Xxxxxxx/Xxxxxxx #10 Pennsylvania Fayette Luzerne
Aneglo/Xxxxx #2 Pennsylvania Fayette Luzerne
Xxxxx #1 Pennsylvania Fayette Luzerne
Exhibit A
(Page 2)
EXHIBIT A - ADDENDUM DATED DECEMBER 31, 0000
XXXXX XXXXXXX PUBLIC #14-2004 X.X.
XXXXX STATE COUNTY TOWNSHIP
--------------------------------- ------------ ------------ -------------------
Xxxxx #3 Pennsylvania Fayette Luzerne
Xxxxx #4 Pennsylvania Fayette Luzerne
Xxxxxx #1 Pennsylvania Fayette Luzerne
Canestrale #12 Pennsylvania Fayette Luzerne
Canestrale #13 Pennsylvania Fayette Luzerne
Canestrale #15 Pennsylvania Fayette Luzerne
Canestrale #18 Pennsylvania Fayette Luzerne
Canestrale #2 Pennsylvania Fayette Luzerne
Canestrale #20 Pennsylvania Fayette Luzerne
Canestrale #21 Pennsylvania Fayette Luzerne
Canestrale #5 Pennsylvania Fayette Luzerne
Xxxxxxx #6 Pennsylvania Fayette Luzerne
Xxxx #2 Pennsylvania Fayette Luzerne
Xxxx #3 Pennsylvania Fayette Luzerne
Holzapeel #2 Pennsylvania Fayette Luzerne
Luzerne Land #3 Pennsylvania Fayette Luzerne
Macala #1 Pennsylvania Fayette Luzerne
XxXxxxxx/Xxxxx #1 Pennsylvania Fayette Luzerne
National Mines #16 Pennsylvania Fayette Luzerne
X'Xxxxxxx #3 Pennsylvania Fayette Luzerne
X'Xxxxxxx #5 Pennsylvania Fayette Luzerne
Pressy #1 Pennsylvania Fayette Luzerne
Xxxxxx #1 Pennsylvania Fayette Luzerne
Xxxxxx #2 Pennsylvania Fayette Luzerne
Xxxxxx #3 Pennsylvania Fayette Luzerne
Xxxxxx #4 Pennsylvania Fayette Luzerne
Xxxxxx #5 Pennsylvania Fayette Luzerne
Savochka/Gross #10 Pennsylvania Fayette Luzerne
Whiteko/Canestrale #2 Pennsylvania Fayette Luzerne
Xxxxxxxxx #4 Pennsylvania Fayette Luzerne
Xxxxxxxx #1 Pennsylvania Fayette Menallen
Xxxxxxxx #3 Pennsylvania Fayette Menallen
Uphold/Xxxxxx #7 Pennsylvania Fayette Menallen
Exhibit A
(Page 3)
EXHIBIT A - ADDENDUM DATED DECEMBER 31, 0000
XXXXX XXXXXXX PUBLIC #14-2004 X.X.
XXXXX STATE COUNTY TOWNSHIP
--------------------------------- ------------ ------------ -------------------
Work #4 Pennsylvania Fayette Menallen
Xxxxxxxxx #4 Pennsylvania Xxxxxxx Xxxxxxxxx
Xxxxxxxxx #5 Pennsylvania Xxxxxxx Xxxxxxxxx
Diamond #3 Pennsylvania Xxxxxxx Xxxxxxxxx
Diamond #4 Pennsylvania Xxxxxxx Xxxxxxxxx
Diamond/Xxxxxxxx #1 Pennsylvania Xxxxxxx Xxxxxxxxx
Xxxxxx #2 Pennsylvania Xxxxxxx Xxxxxxxxx
Xxxxxx #3 Pennsylvania Fayette Xxxxxxxxx
Xxxxxx/Star Junction/USX #3 Pennsylvania Fayette Xxxxx
Xxxx/USX #1 Pennsylvania Fayette Xxxxx
Xxxx/USX #2 Pennsylvania Fayette Xxxxx
Xxxxxxxxx #5 Pennsylvania Fayette Xxxxx
Xxxxxxxxx #7A Pennsylvania Fayette Xxxxx
Xxxxxxxxx #8 Pennsylvania Fayette Xxxxx
Xxxxxx #3 Pennsylvania Fayette Xxxxx
Xxxxxxx #1 Pennsylvania Xxxxxxx Xxxxx
Coyote Creek Farms #1 Pennsylvania Xxxxxxx Xxxxx
Coyote Creek Farms #2 Pennsylvania Fayette Xxxxx
Xxxxxxx #1 Pennsylvania Fayette Xxxxx
Xxxxxxx #3 Pennsylvania Fayette Xxxxx
Xxxxxxx #4 Pennsylvania Fayette Xxxxx
Xxxxxx #1 Pennsylvania Fayette Xxxxx
Xxxxxxxxxx #1 Pennsylvania Fayette Xxxxx
Xxxxxxxxxx #3 Pennsylvania Fayette Xxxxx
Xxxxxxxxxx #4 Pennsylvania Fayette Xxxxx
Xxxxxxxxxx #3 Pennsylvania Fayette Xxxxx
Xxxxxxxx #1 Pennsylvania Xxxxxxx Xxxxx
Mar Inc/Star Junction/USX #23 Pennsylvania Fayette Xxxxx
Xxxxxxx #1 Pennsylvania Fayette Xxxxx
Xxxxxxx #2 Pennsylvania Fayette Xxxxx
Xxxxxxx #3 Pennsylvania Fayette Xxxxx
Xxxxxxx #4 Pennsylvania Fayette Xxxxx
Xxxxxx/Star Junction/USX #29 Pennsylvania Xxxxxxx Xxxxx
Exhibit A
(Page 4)
EXHIBIT A - ADDENDUM DATED DECEMBER 31, 0000
XXXXX XXXXXXX PUBLIC #14-2004 X.X.
XXXXX STATE COUNTY TOWNSHIP
--------------------------------- ------------ ------------ -------------------
Radishek #1 Pennsylvania Xxxxxxx Xxxxx
Radishek #3 Pennsylvania Fayette Xxxxx
Xxxxxxx #1 Pennsylvania Fayette Xxxxx
Xxxxxxx #2 Pennsylvania Fayette Xxxxx
Xxxxxxx #4 Pennsylvania Fayette Xxxxx
Xxxxx #1 Pennsylvania Fayette Xxxxx
Xxxxx #2 Pennsylvania Xxxxxxx Xxxxx
Star Junction/Fish & Game/USX #16 Pennsylvania Xxxxxxx Xxxxx
Star Junction/Fish & Game/USX #20 Pennsylvania Fayette Xxxxx
Xxxxxx/Star Junction/USX #13 Pennsylvania Fayette Xxxxx
Xxxxxx/Star Junction/USX #21 Pennsylvania Fayette Xxxxx
Xxxxxxxx #4 Pennsylvania Fayette Redstone
Barbabella #2 Pennsylvania Fayette Redstone
Xxxxxxxx #1 Pennsylvania Fayette Redstone
BSC/Ray #1 Pennsylvania Fayette Redstone
BSC/Ray #2 Pennsylvania Fayette Redstone
Xxxxxxxx Farms #2 Pennsylvania Fayette Redstone
Xxxxxxxx Farms #4 Pennsylvania Fayette Redstone
Xxxxxxx #3 Pennsylvania Fayette Redstone
Xxxxxxx #5 Pennsylvania Fayette Redstone
E & N Land #6A Pennsylvania Fayette Redstone
E & N Land #7 Pennsylvania Fayette Redstone
Xxxxx #1 Pennsylvania Fayette Redstone
Xxxxxxx Farms #23 Pennsylvania Fayette Redstone
Xxxxxxx #5 Pennsylvania Fayette Redstone
Xxxxxxx #6 Pennsylvania Fayette Xxxxxxxx
Xxx #5 Pennsylvania Fayette Xxxxxxxx
Xxx #6 Pennsylvania Fayette Xxxxxxxx
Xxx #8 Pennsylvania Fayette Redstone
Leichliter #5 Pennsylvania Fayette Redstone
Luckasevic #1 Pennsylvania Fayette Redstone
Luckasevic #5 Pennsylvania Fayette Redstone
Xxxxx/Xxxxxxxxx #3A Pennsylvania Fayette Redstone
Exhibit A
(Page 5)
EXHIBIT A - ADDENDUM DATED DECEMBER 31, 0000
XXXXX XXXXXXX PUBLIC #14-2004 X.X.
XXXXX STATE COUNTY TOWNSHIP
--------------------------------- ------------ ------------ -------------------
Xxxxxxxxx #10 Pennsylvania Fayette Redstone
Xxxxxxxxx #9 Pennsylvania Fayette Xxxxxxxx
Xxxxxxxx #1 Pennsylvania Fayette Xxxxxxxx
Xxxxxxxx #2 Pennsylvania Fayette Redstone
Xxxxxx #7 Pennsylvania Fayette Redstone
Xxxxxxx #4 Pennsylvania Fayette Redstone
Xxxxxxxx #24 Pennsylvania Fayette Redstone
Xxxxxxxx #27 Pennsylvania Fayette Redstone
Xxxxx/Xxxxxxxx #5 Pennsylvania Fayette Redstone
Xxxxx/Xxxxxxxx #7 Pennsylvania Fayette Redstone
Xxxxxxxxx #2 Pennsylvania Indiana Conemaugh
Xxxxxxxxx #4 Pennsylvania Indiana Conemaugh
Cup #7 Pennsylvania Indiana Conemaugh
DeForno #3 Pennsylvania Indiana Conemaugh
DeForno #4 Pennsylvania Indiana Conemaugh
Xxxxx #5 Pennsylvania Indiana Conemaugh
Xxxxx #8 Pennsylvania Indiana Conemaugh
Xxxxxx #2 Pennsylvania Indiana Xxxxx
Xxxxx #2 Pennsylvania Indiana Xxxxx
Xxxx Heirs #1 Pennsylvania Indiana Xxxxx
Xxxx Heirs #2 Pennsylvania Indiana Young
Xxx 00 #00-0 Xxxxxxxxxxxx XxXxxx Xxxxxxxx
Xxx 00 #00-0 Xxxxxxxxxxxx McKean Xxxxxxxx
Xxx 00 #00-0 Xxxxxxxxxxxx XxXxxx Xxxxxxxx
Xx. 2429 #1 Pennsylvania McKean Xxxxxxxx
Xx. 2429 #8 Pennsylvania McKean Xxxxxxxx
Young Xxxx #1 Pennsylvania XxXxxx Xxxxxx
Young Xxxx #2 Pennsylvania XxXxxx Xxxxxx
Young Xxxx #3 Pennsylvania XxXxxx Xxxxxx
Young Xxxx #4 Pennsylvania XxXxxx Xxxxxx
Young Xxxx #5 Pennsylvania McKean Xxxxxx
Xxxxxxx 770 #1 Pennsylvania McKean Xxxxxxxxx
Xxxxxxx 770 #10 Pennsylvania XxXxxx Xxxxxxxxx
Exhibit A
(Page 6)
EXHIBIT A - ADDENDUM DATED DECEMBER 31, 0000
XXXXX XXXXXXX PUBLIC #14-2004 X.X.
XXXXX STATE COUNTY TOWNSHIP
--------------------------------- ------------ ------------ -------------------
Xxxxxxx 770 #11 Pennsylvania McKean Xxxxxxxxx
Xxxxxxx 770 #12 Pennsylvania McKean Xxxxxxxxx
Xxxxxxx 770 #2 Pennsylvania McKean Xxxxxxxxx
Xxxxxxx 770 #3 Pennsylvania McKean Xxxxxxxxx
Xxxxxxx 770 #4 Pennsylvania McKean Xxxxxxxxx
Xxxxxxx 770 #5 Pennsylvania McKean Xxxxxxxxx
Xxxxxxx 770 #6 Pennsylvania McKean Xxxxxxxxx
Xxxxxxx 770 #7 Pennsylvania McKean Xxxxxxxxx
Xxxxxxx 770 #8 Pennsylvania McKean Xxxxxxxxx
Xxxxxxx 770 #9 Pennsylvania McKean Xxxxxxxxx
Xxxxxx #11 Pennsylvania McKean Xxxxxxxxx
Xxxxxx #12 Pennsylvania McKean Xxxxxxxxx
Xxxxxx #14 Pennsylvania McKean Xxxxxxxxx
Xxxxxx #15 Pennsylvania McKean Xxxxxxxxx
Xxxxxx #24 Pennsylvania XxXxxx Xxxxxxxxx
Otter Well Services #1 Pennsylvania XxXxxx Xxxxxxxxx
Otter Well Services #2 Pennsylvania XxXxxx Xxxxxxxxx
Otter Well Services #3 Pennsylvania XxXxxx Xxxxxxxxx
Otter Well Services #4 Pennsylvania XxXxxx Xxxxxxxxx
Otter Well Services #5 Pennsylvania XxXxxx Xxxxxxxxx
Otter Well Services #6 Pennsylvania XxXxxx Xxxxxxxxx
Otter Well Services #7 Pennsylvania XxXxxx Xxxxxxxxx
Otter Well Services #8 Pennsylvania XxXxxx Xxxxxxxxx
Otter Well Services #9 Pennsylvania XxXxxx Xxxxxxxxx
Xxxxx 770 #10 Pennsylvania XxXxxx Xxxxxxxxx
Young 770 #7 Pennsylvania XxXxxx Xxxxxxxxx
Xxxxx 770 #8 Pennsylvania XxXxxx Xxxxxxxxx
Young 770 #9 Pennsylvania McKean Xxxxxxxxx
Xxxxx Unit #1 Pennsylvania Xxxxxx Xxxxxx
Xxxxxxxx Unit #6 Pennsylvania Xxxxxx Xxxxxx
Xxxxxx #1 Pennsylvania Xxxxxx Xxxxxx
Xxxxxx #1 Pennsylvania Xxxxxx Hempfield
Xxxx #1 Pennsylvania Xxxxxx Hempfield
Exhibit A
(Page 7)
EXHIBIT A - ADDENDUM DATED DECEMBER 31, 0000
XXXXX XXXXXXX PUBLIC #14-2004 X.X.
XXXXX STATE COUNTY TOWNSHIP
--------------------------------- ------------ ------------ -------------------
Xxxxxxxxxx #1 Pennsylvania Xxxxxx Xxxxx Creek
Xxxxxxx #1 Pennsylvania Xxxxxx Xxxxx Creek
Xxxxxx Xxxx #0 Xxxxxxxxxxxx Xxxxxx Xxxxx Xxxxx
Xxxxxxxx #1 Pennsylvania Xxxxxx Sugar Grove
Xxxxxxx Xxxx #0 Xxxxxxxxxxxx Xxxxxx Xxxxx Xxxxx
Xxxxx #1 Pennsylvania Xxxxxx Sugar Grove
Bresnan #1 Pennsylvania Xxxxxx West Salem
Xxxxx #4 Pennsylvania Xxxxxxxxxxxx Avonmore
Xxxxx #5 Pennsylvania Xxxxxxxxxxxx Avonmore
HW-1017 Tennessee Xxxxxx Xxxxx Field
CC-1029 Tennessee Xxxxxxxx Windrock Quad.
CC-1030 Tennessee Xxxxxxxx Windrock Quad.
CC-1031 Tennessee Xxxxxxxx Windrock Quad.
CC-1032 Tennessee Xxxxxxxx Windrock Quad.
CC-1033 Tennessee Xxxxxxxx Windrock Quad.
CC-1034 Tennessee Xxxxxxxx Windrock Quad.
CC-1035 Tennessee Xxxxxxxx Windrock Quad.
CC-1036 Tennessee Xxxxxxxx Windrock Quad.
CC-1037 Tennessee Xxxxxxxx Windrock Quad.
CC-1038 Tennessee Xxxxxxxx Windrock Quad.
CC-1039 Tennessee Xxxxxxxx Windrock Quad.
CC-1040 Tennessee Xxxxxxxx Xxxxxx Flats Quad
BR-1022 Tennessee Xxxxx Xxxx Xxxxxxxx Xxxxx
XX-0000 Xxxxxxxxx Xxxxx Xxxxx Quad.
BR-1023 Tennessee Xxxxx Xxxxx Quad.
HW-1018 Tennessee Xxxxxx Fork Mountain Field
HW-1019 Tennessee Xxxxxx Fork Mountain Field
CC-1041 Tennessee Xxxxxxxx Windrock Quad.
Exhibit A
(Page 8)