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AGREEMENT FoR I
ASSmSMEmi OIi ,
RECEIVED
LINCOLN (']OUNTY CLERK
XERCISE OF OPTIONS, ~l
kND GAS INTERESTS, AND'
NOTICE OF TERMINATION
THIS AGREEMENT FOR ~XERCIS!
GAS INTERESTS, AND NOTICE OF TERI~
(this "Agreement") is entered into ~i of Decen
2002 at 11:59 p.m. (the "Option Effective Dar,
COKPORATION, a Delaware corporation (an
Production Corporation, a Washington corpor:
Houston, Texas .77077-1607 ("CABOT"), CA
CORPORATION, a Delaware corporation ha~
Texas 77077-1607 ("COGMC"), NATURAL
limited liability company having offices at 8:2
02109 ("NGI") and TIGHT SANDS INVEST
company having offices at 82 Devonshire S~re
NGI and TSI are collectively referred to her~il
MANAGEMENT AGREEMENTS
*. OF OPTIONS, ASSIGNMENT OF OIL AND
INATION OF MANAGEMENT AGREEMENTS
~ber 20, 2002, but effective as of December 31,
?') by and between CABOT OIL & GAS
:1 successor by merger with Cabot Oil & Gas
ttion) having offices at 1200 Enclave Parkway,
BOT OIL & GAS MARKETING~
ing offices at 1200 Enclave Parkway, Houston,
GAS INVESTMENTS, L.L.C., a Delaware
Devonshire Street, R25D, Boston, Massachusetts
VlENTS, LLC, a Delaware limited liability
et, R25D, Boston, Massachusetts 02109 ("TSI").
as the "LLCs".
Recitals
A. CABOT and NGI are parties ito two Purchase and Sale Agreements, one dated
effective as of September 1, 1995 (EASTERN), and the other dated effective as of November 1,
1995 (WESTERN). CABOT and TSI are parties to a Purchase and Sale Agreement dated
effective as of August 1, 1996 (TIGHT SANDS). All three of the Purchase and Sale Agreements
with CABOT are collectively referred to as the "Purchase Agreements". Any defined term used
in this Agreement but not defined herein shall have the meaning given to such term in the
Purchase Agreements. :
B. Pursuant to the Purchase Agieements, CABOT assigned the Subject Interests to
the respective LLC and reserved a production payment of 100% of the Net Profits for a specific
volume of produced Subject Hydrocarbons (the "Production Payments") in three docmnents each
entitled Assignment of Oil and Gas Leases with Reservation of Production Payment
(collectively, the "Assignments"). The recording information regarding the. Assignments is set
forth on Exhibit C attached hereto. Each ASsignment sets forth the wells and oil and gas leases
covered by such Assignment (all of the wel!s in each of the Assignments being collectively
called the "Wells" and all of the leases in each of the Assignments being collectively called the ~
"Leases").
C. Pursuant to three documents entitled Option to Purchase Oil and Gas Interests
executed and delivered in connection with the Purchase Agreements, the LLCs granted to
CABOT the exclusive and irrevocable optiOn to repurchase all of the LLCs' oil and gas interests
in the various applicable Wells (collectively, as amended, the "Options"). Each of the Options
sets forth terms under which CABOT can pUrchase the respective oil and gas interests from the
LLCs, including but not limited to the method to determine the price to exercise each Option and
the dates during which each Option is effective.
D. Pursuant to the PurChase Agreements, the LLCs and CABOT entered into three
separate Management Agreements ~Or the operation of the Wells associated with the EASTERN,
WESTEPa~ and TIGHT SANDS transactions, which are evidenced of record by instruments
entitled Memorandum of Management Agreement (collectively, as amended, the "Management
Agreements"). The recording infortnation regarding the Management Agreement~ and the
various amendments to the Management Agreements is set fo~h on Exhibit D attached hereto.
E. Pursuant to the Pur6hase Agreements, the LLCs and COGMC entered into three
separate Gas Purchase AgreementS~°ne dated effective September 1, 1995 (EASTEr), one
dated effective November 1, 1995 (WESTE~), and the third dated effective August 1, 1996
(TIGHT SANDS) (collectively, as ~'mended; the "Gas Purchase Agreements"), wherein COGMC
agreed to purchase all of the gas produced and marketed from the Wells.
F. Pursuant to the Purchase Agreements, the members of NGI entered into two
separate Contribution Agreements, ~ne dated effective September I, 1995 (EASTERN), and the
other dated effective November 1, ~995 (WESTE~), and the members of TSI entered into a
Contribution Agreement dated effe~tive August 1, 1996 (TIGHT SANDS) (collectively, as
amended, the "Contribution A~eei~ents"), to contribute funds to the respective LLC for the
payment of amounts to be paid by ~hch LLC under the transaction contemplated in the respective
Purchase Agreement. FMR Co~. guarantied the payment by such members of amounts due
pursuant to the Contribution Agreements by t~ee separate Guaranty Agreements, one dated
effective September 1, 1995 (EASTEr), one dated effective November 1, 1995 (WESTE~),
and the third dated effective August I, 1996] (TIGHT SANDS) (collectively, as amended, the
"FMR Guaranties").
G. NGI and CABOT entered into that certain Assignment of Guaranty Rights dated
effective January I, 1996 (the "State Street Assignment"), wherein NGI assigned to CABOT all
of NGI's right, title and interest under (i) the Contribution Agreement, SSB Investments, Inc.,
Eastern and Western Property Packages dated effective January 1, 1996 with NGI, and (ii) the
Guaranty Agreement dated effective January 1, 1996 from State Street Boston Corporation to
NGI (collectively, the "State Street Obligations").
H. CABOT desires to exercise the Options, and CABOT and the LLCs desire to
terminate the Management Agreements, terminate the Production Payment obligations of the
LLCs, terminate tile Contribution Agreements, terminate the FMR Guaranties, terminate the
State Street Obligations and the State StreetI Assignment, and, along with COGMC, to terminate
the Gas Purchase Agreements, all pursuant to the terms and conditions set forth in this
Agreement. In addition, the LLCs desire to 9onvey all of their respective interests in the Wells
and Leases to CABOT in accordance with the terms and conditions of this Agreement.
In consideration of the covenants and agreements set forth herein, the parties hereto agree
as follows:
I. Assignment
Agreement
In consideration of a payment from CABOT to the LLCs of the Aggregate Option Price
set forth in that certain Letter Agreement executed by CABOT, NGI and TSI concurrently with
this Agreement, and other good and ~valuabl!e consideration, the receipt and sufficiency of which
is hereby acknowledged, each of the LLCs hereby GRANTS, BARGAINS, SELLS,
TRANSFERS, ASSIGNS and coN3dEYS to CABOT, its successors and assigns, as' of the
Option Effective Date, all of the following interests (collectively, the "Interests"):
1. All of the LLCs' rigt~t, title and interest (including but not limited to working
interests, royalty interests and overriding royalty interests) in and to the oil and gas leases
and mineral interests described in Exhibit A, attached hereto and made a part hereof for
all purposes, and the wells described in Exhibit B, attached hereto and made a part hereof
for all purposes (the above described ~nterest in such leases and mineral interests being
herein called the "Subject Leases" and the above described interest in such wells being
herein called the "Subject Wells"), subject to any restrictions, exceptions, reservations,
conditions, limitations, burdens, contractS; agreements and other matters applicable to the
Subject Leases and the Subject Wellsi
2. All of the LLCs' right, title an!d interest in and to, or derived from, the following
insofar and only insofar as same are ,aittributable to the Subject Leases and the Subject
Wells:
(a) All presently existing and valid oil, gas or mineral unitization, pooling,
operating and communitization agreements, declarations and orders affecting the Subject
Leases and the Subject Wells, with reSpect to the properties covered and the units created
thereby (the "Units"); '
(b) The personal property and fixtures that are appurtenant to the Subject
Leases, the Subject Wells and the Units, including all wells, casing, tubing, pumps,
separators, tanks, lines and other persOnal property and oil field equipment on such
Subject Leases or Units; :
(c) All presently existing and valid gas sales, purchase, production swap,
gathering and processing contracts an~ operating agreements, joint venture agreements,
partnership agreements, rights-of-way, easements, permits and surface leases and other
contracts, agreements and instruments,: only in relevant part to the extent and insofar as
the same are appurtenant to the Subject Leases, Subject Wells and interests conveyed in
the Units; and
3. Any and all other rights, titles and interests assigned by CABOT to NGI or to TSI
pursuant to the Assignments to the extent that same have not heretofore been reconveyed
by one of the LLCs to CABOT.
TO HAVE AND TO HOLD the Interests, together with all and singular the rights and
_ appurtenances thereunto in anywise belonging, unto CABOT, it successors and assigns, forever.
The LLCs and CABOT confirm (i) that CA,BOT has given notice to NGI which is sufficient to
satisfy the terms of the notice provisions under the Options, and (ii) that the consideration
delivered and received is in full satisfaction,, payment and discharge of the Option Price with
respect to the Interests and any and all payments required under the Options for the Interests.
Each of NGI and TSI represent and Warrant t6 CABOT that it has not granted, created or
reserved any overriding royalty, ne~,.brofits ' i
~:nterest, carried interest, production:,payment,
reversionary interest or other burdeO~I or encumbrance against any of the interests obtained by
NGI or TSI pursuant to the AsSignments (the "Conveyed Interests"). EXCEPT AS
EXPRESSLY PROVIDED IN THE IMMEDIATELY PRECEDING SENTENCE, THIS
ASSIGNMENT IS MADE WlTHO[IT REPRESENTATION OR WARRANTY OF TITLE TO
THE CONVEYED INTERESTS EXCEPT FOR MATTERS ARISING BY, THROUGH OR
UNDER NGI OR TSI, AND NOT iIESULT1NG FROM ACTIONS OF CABOT ACTING IN
ITS CAPACITY AS MANAGER, OR COGMC ACTING IN ITS CAPACITY AS GAS
PURCHASER.
II. Payment and Closin~
1. Optio.n Price. Paragraph 5 of each of the Options sets forth the methodology for
the calculation of the Option Price forl the Interests and provides that the Option Price is
the estimated current fair market value of the respective LLC's interest in the Interests
(post-Production Payment tail, net of ihe Reversion Interest) to be purchased as of the
Option Effective Date. The parties agree that the current fair market value of the LLCs'
interest in the Interests as of the Opti!°n Effective Date is the Aggregate Option Price set
forth in the Letter Agreement executed by CABOT, NGI and TSI concurrently with this
Agreement.
2. Closing and Assignment. In accordance with Paragraph 7 of the Options, the
closing of the purchase of the Interests pursuant to the exercise of the Options shall occur
at the offices of CABOT, no later than 90 days from the date of CABOT's notice
regarding exercise of the Options (the "Closing"). The parties hereto agree that the
Closing shall occur simultaneously w!th the execution of this Agreement and that
execution originals will be delivered by facsimile and by an overnight delivery service.
Upon full execution and delivery of a fully executed facsimile copy of this Agreement,
CABOT will send a wire transfer in the amount of the Aggregate Option Price to an
account designated by the LLCs.
Iii. Termination of Credit Payment Amount and Production Payment Obligations
CABOT hereby cancels and terrninate~s as of the Option Effective Date, and hereby
irrevocably releases the LLCs of any and all fiability with respect to, all Credit Payment
Amounts and all Production Payments for al!l periods arising after the Option Effective Date.
Notwithstanding the foregoing, CABOT expressly retains, until December 31, 2004, the right to
bring claims against the LLCs for Credit Payment Amounts for the period prior to the Option
Effective Date, for which the LLCs have not received invoices on or before March 15, 2003.
IV. Termination of Contribution Agre..e.m.ents~ FMR Guaranties~ .and State Street
Obligations
CABOT and the LLCs here~ irrevocably terminate and release the Contribution
Agreements and the FMR Guaranties for al~ Periods after the Option Effective Date, and
CABOT irrevocably releases and discharges FMR Corp. of any and all liability with respect to
matters or obligations attributable t6~i.:the periOd after the Option Effective Date with respect to
the Wells, Leases and any of thc tra&sactions or agreements referenced in this Agreement. As of
the Option Effective Date, CABOT!i~ereby irrevocably releases and discharges SSB Investments,
Inc. and State Street Boston Corpor~hon of any and all liability for the matters or obligations
attributable to the period after the O~tion Effective Date under or in connection with the State
Street Obligations, and CABOT and?NGI hereby irrevocably terminate and release the State
Street Assignment and any and all r(;~hts and !powers of CABOT under the State Street
Assignment for all periods after the Option Effective Date, including but not limited to the
limited power of attorney granted t~ CABOT thereunder.
V. Termination of Managemelit Agreements, Notice to Third Parties
As of the Option Effective Date and ~ubject to the terms of this Section V, CABOT and
the LLCs hereby terminate the Management Agreements; provided, however, that all obligations
of CABOT under the Purchase Agreements and the Management Agreements to maintain
insurance which identifies NGI or TSI as an hdditional insured shall continue through the Option
Effective Date, and provided further, that theI obligations of CABOT to indemnify, defend and
hold harmless either NGI or TSI under Article 5 of the Management Agreements shall survive
the termination of the Management Agreemehts. CABOT hereby acknowledges that its
authority as Attorney-in-Fact of either NGI m' TSI with respect to the Interests under the
respective Management Agreements has been extinguished as of the Option Effective Date.
THIRD PARTIES ARE HEREBY GIVEN NOTICE THAT THE MANAGEMENT
AGREEMENTS, AS AMENDED, AND THE RIGHTS OF CABOT THEREUNDER, HAVE
BEEN TERMINATED EFFECTIVE AS OFf THE OPTION EFFECTIVE DATE.
VI. Termination of Gas Purchase Agreements
As of the Option Effective Date, COGMC and the LLCs hereby terminate the Gas
Purchase Agreements.
VII. Representations and Covenants.
1. The rights of the parties unde; the Purchase Agreements shall survive the Closing,
and each party thereunder shall be entitled to enforce all of the remedies and
indemnifications to which it is entitled under its respective Purchase Agreement(s),
including but not limited to those associated with any failure of any of the Subject
Hydrocarbons to satisfy any qualification requirements. CABOT represents and warrants
that the Interests are not subject to any preferential right, consent to assignment, or
similar limitation on transfer, except io the extent previously disclosed by CABOT to the
LLCs pursuant to the Purchase Agreements.
2. Notwithstanding the terminati°n of the Management Agreements, the LLCs shall
have the right to audit the books and~ records of CABOT and/or COGMC during regular
hours in a reasonable maturer from the effective date of the respective Purchase
Agreement until December 31, 2004, with respect to the production and sales of Subject
Hydrocarbons from the Subject Wells and Subject Leases on or prior to the Option
Effective Date.
194
3. On or before March ~:5, 2003, CABOT, COGMC and the LLCs shall reconcile
and pay and/or set off, as aP~4ropriate, the outstanding amOunts due between them on any
and all (i) Credit Payment ~hounts which have accrued and are due and owing as of the
Option Effective Date, and {!'i) overpayments of Credit Payment Amounts with respect to
the Subject Hydrocarbons pi~6duced prior to the Option Effective Date. The
reconciliation of such amounts shall be documented by a written statement signed by the
parties, and the resulting net,payment after set off shall occur by wire transfer of
immediately available fundsio the party to whom such net payment is due. The LLCs
shall have no obligation to make any payments to CABOT for any amounts due and
owing under this Paragraph 2, unless and until CABOT provides the information
contemplated in the followitlg Paragraph 4. The obligations contemplated in this
Paragraph 3 are deemed to be obligations' attributable to the period prior to the Option
Effective Date.
4. On or before March 15, 2003, CABOT and/or COGMC shall provide all
necessary and appropriate production and federal income tax credit information
associated with production from the Subject Wells to KPMG LLP so that KPMG LLP
may timely prepare tax returns for the LLCs for calendar year 2002.
5. Except as expressly provided to the contrary in this Agreement, CABOT assumes
all obligations, liabilities and responsibilities associated with the Interests attributable to
the period on or after the Option Effective Date, including the contractual and regulatory
obligations in connection with the Interests, and CABOT hereby agrees to defend,
indemnify and hold harmless the LLCs (and their respective successors, assigns,
members, officers, managers, employees, representatives, agents and consultants) from
and against all claims, demands, actions, obligations, liabilities and expenses (including
reasonable attorney, consultant and expert witness fees) of any form or character arising
from the obligations and liabilities assumed by CABOT pursuant to this Paragraph 5.
6. Except for the claims specifically and expressly retained in this Agreement, each
of CABOT and COGMC hereby releases, discharges and waives any claim and any right
to bring any claims it now has or that it may have in the future against either NGI or TSI
with respect to the transactions contemplated in the Purchase Agreements, and each of
NGI and TSI hereby releases, discharges and waives any claim and any right to bring any
claims it now has or that it may have in the future against either CABOT or COGMC
with respect to the transactions contemplated in the Purchase Agreements.
7. Each individual executing below represents and warrants (i) that this Agreement
has been duly authorized, executed and delivered by the party represented by such
individual, (ii) that this Agreement is a legal, valid and binding obligation of such party,
and (iii) that such party is in compliance with all applicable laws, rules and regulations
governing the conduct of its respective businesses and this transaction.
VIII. Miscellaneous.
1. The parties hereto ague to e ~ecute and deliver to each other all such other and
addmonal instruments, notices and ~ .ocuments and to do all such other and further acts as
may be necessary to more fully effe ::~ the intent of the parties contemplated herein.
2. This Agreement and ihe Letter Agreement executed concurrently with this
Agreement set forth the full ~ihd complete agreement of the parties hereto with respect to
the subject matter hereof, and this Agreement may not be amended except by written
document executed by CABOT, CO~ 3MC, NGI and TSI.
3. This Agreement is biOiding u!
COGMC, NGI and TSI, and {heir re,,
4. This Agreement maYbe exec
being an original, and all cotihterpar~
,on and shall inure to the benefit of CABOT,
~ective successors and assigns.
ted in multiple counterparts, with each counterpart
together constituting the Agreement.
5. For the convenience Of recording, counterparts of this Agreement which are being
recorded may. include only ttlbse certi~in portions of Exhibit A and Exhibit B which
include descriptions of prop&ties loc3ted in the recording jurisdiction in which the
particular counterpart is being recorded ,
/
6. Except to the extent the term~ hereof are governed mandatorily by the real
property laws of the state in which the Interests are located, the validity, effect and
construction of this Agreement shall be governed by the laws of the State of Texas,
exclusive of the conflict of laws prin :iples thereof.
This Agreement was prepared a.utually by the parties. If there are any questions
concerning this Agreement~ please contact:
/
D;b°rah A. Gitomer
Fulbri ght & Jaworski L.L.P.
301 McKinney
H{ ston, Texas 77010
[the remainder,
this page is intentionally blank]
7
196
IN WITNESS WHEREOF, i~e parties hereto have executed this Agreement as of the date
first written above. ,
Attest:
By:
Name: l~i~a A. Machesney
Title: Corporate Secretary
Attest:
CABOT OIL & GAS CORPORATION
Title: Vice President
CABOT OIL & GAS MARKETING
"CORPORATION
Name: Lisa A. Machesney
Title: Corporate Secretary "
Title: Vice President
NATURAL GAS INVESTMENTS, L.L.C.
By its Manager,
Fontenelle, Inc.
By:
Name: Gary L. Greenstein
Title: Attorney-in-Fact
TIGHT SANDS INVESTMENTS, LLC
By its Manager,
Fontenelle, Inc.
By:,/~ j,/~/~~
Name: Gary L. Greenstein
Title: Attorney-in-Fact
Acknowledgments
STATE OF TEXAS )
) .SS
COUNTY OF HARRIS ) !: !
The foregoing instrument' wa~:" acknowledged before me this lt~ ~"~day of December,
2002, by Jeffrey W. Hutton, as Vice President of Cabot Oil & Gas Corporation, a Delaware
corporation, on behalf of such corporation.
Witness my hand and official seal.
My commission expires:
Notary Public
STATE OF TEXAS )
) .SS
HARRIS COUNTY )
The foregoing instrument was acknowledged before me this/q'd'~day of December,
2002, by Henry C. Smyth, as Vice President of Cabot Oil & Gas Marketing Corporation, a
Delaware corporation, on behalf of such corporation.
Witness my hand and official seal.
My commission expires:
Notary Public
]~j_~:. : i MY COMMISSIONNovo~ 29, 2008EXPIRES Illl
COMMONWEALTH OF MASSACHUSETTS )
~ ) ,SS
COUNTY OF SUFFOLK .... )
The foregoing instrument wfi.~ acknowledged before me this 20th day of December, 2002,
by Gary L. Greenstein, as Attorney-in-Fact of Fontenelle, Inc., a Delaware corporation, in its
capacity as Manager of Natural Gas Investments, L.L.C., a Delaware limited liability company,
on behalf of such company.
Witness my hand and offici;/i seal.
My commission expires:
[seal]
r Anita Maclntyre, Notary Public
Commonwealth of Massachusetts
My Commission Expires 3/6/2009
COMMONWEALTH OF MASSACHUSETTS )
) .SS
COUNTY OF SUFFOLK )
The foregoing instrument was acknowledged before me this 20th day of December, 2002,
by Gary L. Greenstein, as Attorney-in-Fact of Fontenelle, Inc., a Delaware corporation, in its
capacity as Manager of Tight Sands Investments, LLC, a Delaware limited liability company, on
behalf of such company.
Witness my hand and official seal.
My commission expires:
Nota~ l~t~blic - - C~- '
^nita Maoln~re, Notary
Oommonwoalth o[ Massachusetts
My Oommission Expiros 81012000
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Effective Date
9-1-95
11-1-95
8-1-96
EXHIBIT C
ASSIGNMENT RECORDING INFORMATION
Trans~etion ook / Page - County, State
EAST~iRN 2~2 / 1151 - Crawford, PA
198 / 167 - Mercer, PA
3~} / 978 - Venango, PA
2~ / 208 - Boone, WV
10 / 243 - Wyoming, WV
129 / 290 - Barbour, WV
1¢6 / 314 - Doddridge, WV
1~ / 434 - Fayette, WV
1269 / 900 - Harrison, WV
2:28 / 107 - Jackson, WV
1~2 / 271 - Kanawha, WV
529 / 702 Lewis, WV
1 ~ / 229 - Logan, WV
4~4 / 716 - McDowell, WV
81 J 199 - Mingo, WV
234 / 206 - Pleasants, WV
22 / 107 - Putnam, WV
8~ / 581 - Raleigh, WV
2~ / 111 - Taylor, WV
WESTERN
TIGHT SANDS
3~ / 599 - Upshur, WV
2 ? / 202 - Wayne, WV
9~8 / 639-Wood, WV
3
8
6
231 - Clinton, PA
1992 / 572 - Indiana, PA
413 / 116 - Hemphill, TX
4~2 / 320 - Buchanan, VA
1~1 / 129 - Barbour, WV
2~ / 338 - Boone, WV
1'78 / 255 - Doddridge, WV
1279 / 894 - Harrison, WV
1,~6 / 704 - Kanawha, WV
557 / 220 - Lewis, WV
1'7 / 215 - Marion, WV
4~9 / 622 - McDowell, WV
98 / 285 - Raleigh, WV
201 / 307 - Wirt, WV
1 ~) / 496 - Wyoming, WV
78 PR / 591 - Lincoln, WY
70 / 1721 - Sweetwater, WY
57 / 663 - Uinta, WY
201
87 / 144 - Lincoln, WY
03 / 598 - Sublette, WY
78 / 1728 - Sweetwater, WY
69 / 195 - Uinta, WY
202
EXHIBIT D
MANAGEMENT AGREEMENT RECORDING INFORMATION
State
Pennsylvania
Pennsylvania
Pennsylvania
West Virginia
West Virginia
West Virginia
West Virginia
West Virginia
West Virginia
West Virginia
West Virginia
West Virginia
West Virginia
West Virginia
West Virginia
West Virginia
West Virginia
West Virgin, la
West Virgima
West Virginia
West Virginia
West Virginia
State
I. EASTERN PAC
Memorandum of Management Agre~
Count3~
Craw ford
Mercer
Venango
Barbour
Boone
Doddridge
Fayette
Harrison
Jackson
Kanawha
Lewis
Logan
McDowell
Mingo
Pleasants
Putnam
Raleigh
Taylor
Upshur
Wayne
Wood
Wyoming
Second Amendment to Memon
dated effective
County
D
KAGE PROPERTIES
:ment dated effective September 1, 1995
Date
Recorded Recording Information
10/10/95 Bk 282 Pg 1139
10/3/95 Bk 198 Pg 199
9/29/95 Bk 39 Pg 1017
10/2/95 Bk 129 Pg 318
9/29/95 Bk 28 Pg 200
11/21/95 Bk 176 Pg 351
10/13/95 Bk 526 Pg 433
9/29/95 Bk 1269 Pg 952
9/30/95 Bk 228 Pg 134
10/10/95 Bk 2373 Pg 662
10/2/95 Bk 529 Pg 733
9/29/95 Bk 37 Pg 55
10/2/95 Bk 434 Pg 742
10/2/95 Bk 88 Pg 222
10/2/95 Bk 234 Pg 228
10/2/95 Bk 42 Pg 382
10/17/95 Roll 82 Pg 604
10/3/95 Bk 49 Pg 253
10/4/95 Bk 78 Pg 40
10/5/95 Bk 28 Pg 651
9/29/95 Vol 948 Pg 661
10/2/95 Bk 384 Pg 502
Indum of Management Agreement
September~!, 1997
~te
Recorded
Recording Information
Pennsylvania Crawford 10/14/97 Bk 360
Pennsylvania Mercer 11/4/97 Bk 247
Pennsylvania Venango 10/31/97 Bk 88
West Virgiaia Boone 10/7/97 Bk 28
West Virginia Wyoming 10/7/97 Bk 392
Pg 1012
Pg 1141
Pg 393
Pg 575
Pg 693
Third Amendment to Memorandum of Management Agreement
dated effective May 1, 1999
State
West Virginia
West Virginia
West Virginia
West Virginia
Date
County Recorded
Recording Information
Fayette 6/28/99 Bk 560 Pg 463
Kanawha 6/28/99 Bk 167 Pg 554
Pleasant 6/28/99 Bk 244 Pg 339
Wood 6/28/99 Bk 999 Pg 726
State
West,Virginia
West Virginia
West Virginia
West Virginia
WestVirginia
West Virginia
Fourth Amendment to Memorandum of Management Agreement
Dated effective July 1, 1999
County
Recording Information
Barbour Bk 135 Pg 160
Doddridge Bk 185 Pg 628
Harrison Bk 1313 Pg 987
Lewis Bk 557 Page 671
Taylor Bk 51 Pg 23
Upshur Bk 39 Pg 530
State
Wyoming
Wyoming
Wyoming
State
Wyoming
Wyoming
State
Wyoming
II. WESTERN PACKAGE PROPERTIES
Memorandum of Management Agreement dated effective November 1, 1995
Date
County Recorded
Lincoln 1/8/96
Sweetwater 1/9/96
Uinta 12/27/95
Recording Information
BK 378 PR / PG 624
BK 870/PG 1754
BK 657 /'PG 696
Second Amendment to Memorandum of Management Agreement
dated effective June 1, 1999
Date
County Recorded
Lincoln 9/10/99
Sweetwater 9/10/99
Recording Information
BK435 / PG 576
BK 917/PG 991
Third Amendment to Memorandum of Management Agreement
dated effective November 1, 2000
County
Sweetwater
Recording Infom-mtion
BK936 / PG 1411
2O5
III. TIGHT SANDS PACKAGE PROPERTIES
Memorandum of Management Agreement dated effective August 1, 1996
State
Date
County Recorde4
Recording Information
Pennsylvania
Pennsylvania
Pennsylvania
Texas
Virginia
West Virgtma
West Virgmm
West Virg~ma
West Virgmm
West Virgmm
West Virg~ma
West Virg~ma
West Virgmm
West Virgmm
West Virginia
West Virgtma
Wyoming
Wyoming
Wyoming
Wyoming
Clearfield 8/19/96 Bk 1781 Pg 565
Clinton 8/19/96 Bk 827 Pg 254
Indiana 9/3/96 Bk 1092 Pg 563
Hemphill 8/19/96 Bk 413 Pg 136
Buchanan 8/I 9/96 Bk 452 Pg 343
Barbour 8/19/96 Bk 131 Pg 149
Boone 8/29/96 Bk 213 Pg 322
Doddridge 8/19/96 Bk 178 Pg 275
Harrison 8/19/96 Bk 1279 Pg 883
Kanawha 9/16/96 Bk 242 Pg 556
Lewis 8/19/96 Bk 537 Pg 240
Marion 8/19/96 Bk 934 Pg 1068
McDowell 8/19/96 Bk 439 Pg 643
Raleigh 8/20/96 Bk 98 Pg 305
Wirt 8/19/96 Bk 201 Pg 327
Wyoming 8/19/96 Bk 387 Pg 959
Sweetwater 9/16/96 Bk 878 Pg 1717
Uinta 8/19/96 Bk 669 Pg 215
Sublette 8/20/96 Bk 103 Pg 618 O&G
Lincoln 8/19/96 Bk 387 Pg 164 PR
State
Second Amendment to Memorandum of Management Agreement
dated effective May 1, 1999
Date
County Recorded Recording Information
Pennsylvania
Pennsylvania
Pennsylvania
West Virginia
West Virginia
West Virginia
Clearfield 6/28/99 Instrument (# 199910712)
Clinton 6/28/99 Bk 1035 Pg 203
Indiana 6/28/99 Bk 1156 Pg 113
Barbour 6/28/99 Bk 135 Pg 91
Raleigh 6/29/99 Bk 5000 Pg 1181
Wirt 6/28/99 Bk 207 Pg 827
State
West Virginia
West Virginia
West Virginia
West Virginia
Third Amendment to Memorandum of Management Agreement
Dated effective July 1, 1999
County Recording Information
Doddridge Bk 185 Pg 568
Harrison Bk 1313 Pg 1119
Lewis Bk 557 Pg 644
Marion Bk 957 Pg 99