Exhibit 10.10
ASSET PURCHASE AND SALE AGREEMENT
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This Asset Purchase and Sale Agreement (hereinafter "Agreement") is
effective as of the 1st day of June, 1996, ("Effective Date") by and among
PETROGLYPH GAS PARTNERS, L. P., a Delaware limited partnership (hereinafter
referred to as "PGP"), CoENERGY ENHANCED PRODUCTION, INC., a Michigan
corporation (hereinafter referred to as "CEPI"), and PETROGLYPH OPERATING
COMPANY, INC. ("POCI"), a Kansas corporation.
WHEREAS, PGP owns certain oil and gas properties known as the "Antelope
Creek Field," as more particularly set forth in Exhibit "A" attached hereto,
together with related oil and gas sales contracts, dedicated acreage, easements,
rights-of-way, attendant equipment, operating rights, and all other incidents
associated therewith, and POCI is operator of such properties;
WHEREAS, PGP owns that certain gas gathering system consisting of the
rights-of-way and easements set forth in Exhibit "B" attached hereto, together
with like interests in and to all related contracts, easements, rights-of-way,
attendant equipment, operating rights, and all other incidents associated
therewith, and other assets (hereinafter referred to as the "Gathering System");
WHEREAS, PGP desires to sell to CEPI and CEPI desires to purchase from PGP,
an undivided fifty percent (50%) interest in and to the Antelope Creek Field and
the Gathering System (insofar as the Gathering System covers lands and equipment
located in the Antelope Creek Field); and
WHEREAS, the parties wish to effectuate the sale on the terms and
conditions more fully set forth in this Agreement.
NOW, THEREFORE, in consideration of the covenants and promises contained
herein, the parties hereby agree as follows:
ARTICLE I
SALE OF ASSETS BY PGP
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1.1 Purchase and Sale. CEPI agrees to purchase and PGP agrees to
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sell an undivided fifty percent (50%) interest in and to (a) the oil and gas
leases and other assets described on Exhibit "A" attached hereto, at not less
than fifty percent (50%) of the net revenue interests as specified in Exhibit
"A", (b) the rights-of-way, easements, and other assets described on Exhibit "B"
attached hereto, insofar as such rights-of-way, easements, and other assets
described on Exhibit "B" cover or are located on lands described on Exhibit "A",
(c) the Cooperative Plan of Development and Operation for the Antelope Creek
Enhanced Recovery Project,
Duchesne County, Utah dated February 17, 1994, by and among Petroglyph Operating
Company, Inc., Inland Resources Inc., Petroglyph Gas Partners, L.P., Ute Indian
Tribe, and Ute Distribution Corporation, as approved by the Bureau of Indian
Affairs ("BIA"), and (d) all oil and gas sales contracts, dedicated acreage,
easements, rights-of-way, pipelines, gathering systems, processing plants,
compressors, wells, fixtures, attendant equipment, machinery, permits,
franchises, licenses, servitudes, surface leases, files, data, information,
intellectual property, seismic information, logs, core samples, and other
personal property, agreements and incidents associated therewith insofar, and
only insofar as such items are attendant or relate to the Exhibit "A" and
Exhibit "B" properties (the assets listed at (a), (b), (c), and (d) shall
hereinafter be referred to collectively as the "Antelope Creek Assets"). At
Closing, PGP shall execute and deliver in sufficient and recordable form any and
all assignments, conveyances, bills of sale, titles, and other documents
necessary to transfer title to a fifty percent (50%) interest in the Antelope
Creek Assets to CEPI.
1.2 Net Profits Interest. CEPI agrees to purchase and PGP agrees to
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sell, in addition to the interest in the Antelope Creek Assets described in
section 1.1 above, an undivided twenty-five percent (25%) interest in and to the
"net proceeds" from the sale of production from the Antelope Creek Field until
such time as CEPI has received the net proceeds from the sale of Sixty-Seven
Thousand Three Hundred Eighty-Nine (67,389) barrels of oil equivalent ("BOE")
(hereinafter referred to as the "Net Profits Interest"), such Net Profits
Interest to be paid out of PGP's fifty percent (50%) interest in and to the
Antelope Creek Field. For purposes of this section 1.2, six (6) MMBtus of gas
shall equal one (1) BOE. For purposes of this section 1.2, "net proceeds" shall
mean gross proceeds from the sale of production from the Antelope Creek Field
(excluding any proceeds received pursuant to any Non-Funding or Non-Consent
provisions of the Antelope Creek Unit Operating Agreement) less (a) royalties
and overriding royalty interests payable therefrom, except interests that burden
only one party's working interest, (b) operating expenses, (c) severance and
like taxes arising from such production, and (d) other costs and expenses
related to the operation and maintenance of the Antelope Creek Assets
customarily incurred in the operation and maintenance of oil and gas properties,
excluding capital expenditures. At Closing, PGP shall execute and deliver in
sufficient and recordable form an assignment of the Net Profits Interest to
CEPI.
1.3 Purchase Price. CEPI agrees to pay to PGP the total sum of Seven
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Million Three Hundred Five Thousand Two Hundred Fifty Dollars ($7,305,250), to
be paid at Closing in readily available funds by wire transfer to an account to
be designated by PGP, such designation to be made no later than three (3)
business days prior
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to Closing. The entire purchase price shall be allocated to Class III assets,
as defined in Temp. Treas. Reg. (S) 1.1060-1T(d)(2)(ii).
1.4 Accounting Adjustments. All expenses which are incurred in the
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operation of the Antelope Creek Assets before the Effective Date will be borne
by PGP and PGP shall be entitled to all proceeds (net of applicable production,
severance, and similar taxes) from the sale before the Effective Date of oil,
gas and/or other minerals produced from the Antelope Creek Assets (and any other
revenues arising out of the operation thereof), and all expenses which are
incurred in the operation of the Antelope Creek Assets on and after the
Effective Date will be charged fifty percent (50%) to CEPI and CEPI shall be
entitled to fifty percent (50%) of all proceeds (net of applicable production,
severance, and similar taxes) from the sale after the Effective Date of oil, gas
and/or other minerals produced from the Antelope Creek Assets (and any other
revenues arising out of the operation thereof). It is agreed that, in making
such adjustments: (i) with respect to expenses incurred in the operation of the
Antelope Creek Assets between the Effective Date and Closing, only Direct
Expenses (defined below) incurred by PGP (net of all applicable credits, which
shall be determined on the same basis provided below for Direct Expenses) will
be chargeable to CEPI and all other expenses incurred by PGP will be chargeable
to PGP as if the same had been incurred in operations prior to the Effective
Date; (ii) oil which was produced from the Antelope Creek Field and which was,
on the Effective Date, stored in tanks located on the Antelope Creek Field (or
located elsewhere but used by PGP to store oil produced from the Antelope Creek
Field prior to delivery to oil purchasers) and above pipeline connections shall
be deemed to have been produced before the Effective Date and shall belong to
PGP; (iii) ad valorem taxes for 1996 shall be based on 1995 ad valorem taxes,
and prorated between PGP and CEPI as of the Effective Date; and (iv) no
consideration shall be given to the state or federal income tax liabilities of
any party. For the purposes of this section, "Direct Expenses" shall mean those
expenses properly charged to PGP by the operator of each property. Nothing
herein shall be construed as requiring CEPI to bear any casualty losses
occurring prior to closing (even though the same may occur after the Effective
Date), which losses shall be the sole risk of PGP up to Closing, or as requiring
CEPI to bear expenses which result from the operation of the Antelope Creek
Assets other than in accordance with the covenants, representations and
warranties of PGP contained herein.
1.5 Settlement of Accounting. Settlement with respect to the
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accounting matters set forth in section 1.4 above shall be made as soon as
records become available, but in no event later than sixty (60) days after
Closing. PGP shall prepare a statement of proceeds and expenses between the
Effective Date and the Closing date, and CEPI shall have thirty (30) days to
review such statement. If the net amount of adjustments so determined would
result in payment to
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CEPI, PGP shall promptly pay such sum to CEPI, and if the converse is true, CEPI
shall promptly pay such sum to PGP.
1.6 Letters-in-Lieu. PGP shall prepare, with CEPI's consent, and the
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parties shall execute letters-in-lieu of transfer and division orders at the
time of closing, which shall be sent to each purchaser of production,
instructing said purchasers to distribute proceeds of the Antelope Creek Assets
seventy-five percent (75%) to CEPI and twenty-five percent (25%) to PGP with
respect to production from the Antelope Creek Field which occurs on and after
the Effective Date until termination of CEPI's Net Profits Interest, and to
distribute the proceeds of the Antelope Creek Assets fifty percent (50%) to CEPI
and fifty percent (50%) to PGP with respect to production after termination of
CEPI's Net Profits Interest.
1.7 Right to Terminate Agreement. Prior to Closing, if PGP or CEPI
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have not performed all those acts necessary for all of the conditions precedent
to have occurred prior to Closing, then PGP or CEPI, respectively, shall have
the unconditional right to terminate this Agreement, in which case it shall be
of no force and effect as among the undersigned parties. In the event that a
title defect is discovered as to any of the assets being transferred pursuant to
this Agreement then, at the option of CEPI, it may elect to terminate this
Agreement or, if the parties can agree, then the parties may adjust the purchase
price by deleting the asset from this Agreement and closing on the balance of
the assets according to the terms hereof.
1.8 Conditions Precedent. The party's obligations hereunder are
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subject to the following:
a) Confirmation of clear and marketable title in PGP to the Antelope
Creek Assets (the cost of such title confirmation to be paid by
CEPI);
b) Receipt of any and all required consents, waivers, and approvals
from third parties including any governmental, regulatory, or
tribal entities, if any, to the transfers, conveyances, and
assignments necessary to complete the transactions contemplated
under this Agreement, except for approvals required to be
obtained from governmental entities who are lessors under leases
affected by this Agreement, or who administer such leases on
behalf of such lessors, which are customarily obtained post-
closing and which the parties hereto have no reason to believe
cannot be obtained in the ordinary course of business;
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c) Approval of the transactions contemplated by this Agreement by
all parties whose approval is necessary under PGP's partnership
agreement;
d) Approval of the assignment of interests in the Antelope Creek
Field to CEPI by the Ute Indian Tribe and the Ute Distribution
Corporation;
e) Execution and delivery of the Unit Operating Agreement by the
parties; and
f) At Closing, CEPI and PGP shall each deliver to the other
appropriate opinion of counsel letters evidencing the authority
of such party to enter into this Agreement and comply with the
terms thereof.
The approval contemplated by paragraph c) shall be obtained by PGP at or before
the time it executes this Agreement. All other Conditions Precedent shall be
satisfied prior to or at Closing; provided, however, that CEPI in its discretion
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may waive the conditions set forth in paragraphs a), b), and d).
1.9 Conditions Subsequent. The parties' obligations hereunder are
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subject to receipt of any and all required consents, waivers, and approvals to
the transfers, conveyances, and assignments necessary to complete the
transactions contemplated under this Agreement, and all other acts contemplated
by this Agreement, from governmental entities who are lessors under leases
affected by this Agreement, or who administer such leases on behalf of such
lessors, which are customarily obtained post-closing and which the parties
hereto have no reason to believe cannot be obtained in the ordinary course of
business. The parties have agreed to close this Agreement without first
obtaining all such consents, waivers, and approvals; provided, however, that in
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the event any requests for required consents, waivers, and approvals from such
governmental entities are denied, then PGP and CEPI agree to negotiate in good
faith to attempt to determine the value of the assets affected by such denial.
If the parties mutually agree to the value of the affected assets, CEPI shall
reconvey such assets to PGP, and the value of such assets shall be deducted from
the project costs to be contributed by CEPI to development of the Antelope Creek
Field pursuant to the provisions of section 1.3 b) above. However, if no mutual
agreement as to value can be reached, or the value of such affected assets
exceeds 20% of the purchase price, then either CEPI or PGP shall have the right,
but not the obligation, to declare this Agreement null and void, and the parties
shall take such actions as are necessary to return the parties to the same
position they had prior to the execution of this Agreement, including without
limitation, the reconveyance of all properties conveyed at
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Closing, and the return of all funds paid hereunder (except that each party
shall bear its own costs incurred in connection with this Agreement).
1.10 Closing. Closing shall occur as soon as all conditions precedent have
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been met, at the offices of Morris, Laing, Evans, Brock & Kennedy, Chartered in
Wichita, Kansas, at a time mutually agreed on by the parties, but in no event
later than the close of business on June 28, 1996. If Closing does not occur by
such date, either party shall have the right, but not the obligation, to cancel
this Agreement without penalty. The following shall occur at Closing:
a) CEPI shall pay to PGP the purchase price as set forth in section 1.3
above, adjusted as provided herein;
b) PGP shall execute and deliver to CEPI the assignments of the Antelope
Creek Assets;
c) PGP shall execute and deliver to CEPI the assignment of the Net
Profits Interest;
d) PGP shall execute and deliver to CEPI the letters-in-lieu required
under section 1.6 above;
e) The parties shall deliver to each other the opinions of counsel
required under section 1.8 above;
f) The parties shall execute and deliver to each other the Unit Operating
Agreement; and
g) The parties shall execute and deliver such other instruments as are
necessary to give effect to this Agreement.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF CEPI
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2.1 Power and Authority to Enter Into Agreement; Further Assurances.
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CEPI is fully authorized to enter into and perform this Agreement. The
consummation of this Agreement will not violate or conflict with any
governmental order, judgment or decree applicable to CEPI. This Agreement has
been duly executed and delivered on behalf of CEPI, and at the Closing, all
documents and instruments required hereunder to be executed and delivered by
CEPI will be duly authorized, executed and delivered. CEPI shall
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furnish at Closing a certificate of CEPI's Secretary identifying CEPI's
officers.
2.2 Access and Inspection. CEPI represents and acknowledges that it has
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conducted its own due diligence review of all of the "Files" and "Information"
(as those terms are defined in section 3.11 below) furnished to it by PGP; that
it has inspected the Antelope Creek Assets and satisfied itself of the condition
of same; and that it has engaged independent counsel to review title to the
Antelope Creek Assets.
ARTICLE III
REPRESENTATIONS OF PGP AND POCI
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3.1 Power and Authority to Enter Into Agreement; Further Assurances. PGP
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and POCI are fully authorized to enter into and perform this Agreement, and PGP
is fully authorized to convey or cause to be conveyed the Net Profits Interest
and fifty percent (50%) of its rights, title and interest in the Antelope Creek
Assets. The consummation of this Agreement will not violate or conflict with
any governmental order, judgment or decree applicable to PGP or POCI. This
Agreement has been duly executed and delivered on behalf of PGP and POCI, and at
the Closing, all documents and instruments required hereunder to be executed and
delivered by PGP and POCI will be duly authorized, executed and delivered. PGP
shall furnish at Closing the consents of all parties whose consents are required
under PGP's partnership agreement; a resolution of PGP's partners and Petroglyph
Energy, Inc.'s Board of Directors authorizing the execution of this Agreement
and all documents and instruments required hereunder, and a certificate of
Petroglyph Energy, Inc.'s Secretary identifying Petroglyph Energy, Inc.'s
officers. POCI shall furnish at Closing a resolution of its Board of Directors
authorizing the execution of this Agreement and all documents and instruments
required hereunder, and a certificate of POCI's Secretary identifying POCI's
officers.
3.2 Ownership. PGP owns one hundred percent (100%) of the working
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interests and the net revenue interests set forth on Exhibit "A" in and to the
oil and gas leases more fully described on Exhibit "A," and warrants and
represents that at Closing it shall sell and transfer marketable title to CEPI
in not less than a fifty percent (50%) of the working interest and the
corresponding net revenue interests as specified in Exhibit "A" in and to the
oil and gas leases and other Antelope Creek Assets; and that PGP has not caused
or permitted the filing of any liens, encumbrances, mortgages or financing
statements against the Antelope Creek Assets being sold hereunder; nor has PGP
assigned to any other party any of the Antelope Creek Assets being sold
hereunder, since
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acquisition of said Antelope Creek Assets by PGP; and that PGP will warrant and
forever defend title to the Antelope Creek Assets, including fifty percent (50%)
of the percentage working and net revenue interests shown to be owned by such
PGP on Exhibit "A," against all persons whomsoever lawfully claiming or to claim
the same by, through, and under PGP, but not otherwise.
3.3 Conditions of Property. CEPI hereby acknowledges and accepts that on
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the Closing date the equipment to be sold and transferred by PGP to CEPI will be
sold in its then "as is, where is" condition without any warranties, written or
verbal, expressed or implied, as to the condition of such equipment sold. CEPI
has been given free and unencumbered access to the Antelope Creek Field and has
inspected the equipment prior to Closing. PGP makes no warranty as to the
condition, safety, or operating condition of the equipment sold to CEPI which
will survive the date of Closing.
3.4 Consents. PGP has obtained, as of Closing, all necessary consents and
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authorizations to the transfer of the Antelope Creek Assets and attendant rights
to CEPI, except for approvals required to be obtained from governmental entities
who are lessors under leases affected by this Agreement, or who administer such
leases on behalf of such lessors, which are customarily obtained post-closing
and which the parties hereto have no reason to believe cannot be obtained in the
ordinary course of business.
3.5 Judgments. PGP and POCI represent, covenant and warrant to CEPI, its
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successors and assigns, that on the date hereof there is, and on the Closing
date there will be, no claim, demand, judgment, injunction, court order, or
adverse administrative ruling in existence or threatened against PGP or POCI;
and that CEPI will be indemnified by PGP against any and all judgments,
lawsuits, court orders and/or administrative rulings existing, pending or
threatened against PGP or POCI arising out of PGP's or POCI's actions prior to
the Closing Date.
3.6 Compliance With Governmental Regulations. PGP and POCI represent to
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CEPI, its successors and assigns, that to the best of their knowledge and
belief, up to the date of Closing, PGP's and POCI's operation of the Antelope
Creek Assets shall have been in conformity with all relevant state, local and
federal laws, regulations, ordinances, administrative rulings and regulations,
as well as those promulgated by any administrative or regulatory agencies,
commissions or bodies of such governmental authorities. PGP represents and
warrants that POCI and PGP have used and operated the Antelope Creek Assets in
compliance with all applicable environmental laws, rules, regulations and orders
(the "Environmental Laws") and no conditions exist at the Effective Date that
would subject PGP or CEPI to any damages, or any other liabilities, penalties,
injunctive relief or remedial or cleanup costs under any such Environmental Laws
or that require, or are
-8-
likely to require, cleanup, removal, remedial action or other response by PGP or
CEPI to any such Environmental Laws. PGP and POCI further represent and warrant
that they have not received any notification of any asserted present or past
failure of PGP or POCI to comply with such Environmental Laws and that PGP and
POCI have not disposed of any hazardous material on the real property included
in the Antelope Creek Assets except in accordance with applicable laws and
regulations. No oral or written notification of a release of hazardous material
has been filed by or on behalf of PGP or POCI with regard to the Antelope Creek
Assets, and PGP and POCI have not received a Potentially Responsible Party
notice that the Antelope Creek Assets, or any part thereof, are listed or
proposed for listing on the National Priorities List promulgated pursuant to
CERCLA, or on any similar state list of sites requiring investigation or
cleanup.
3.7 Preferential Rights. There is no preferential right of any third
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party to purchase any of the Antelope Creek Assets or production therefrom,
other than preferential rights which have expired or been waived as of the time
of Closing, and other than a call on production by Chevron U.S.A. which may
exist on such production.
3.8 Contracts. PGP represents and warrants that, except as specifically
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set forth on Exhibit "C", there are no existing and valid contracts which affect
the Antelope Creek Assets, and that PGP is not materially in breach or default
of its obligations under any of said contracts.
3.9 Taxes and Assessments. All material ad valorem, real property,
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personal property, excise and similar taxes and assessments based upon or
relating to the ownership of the Antelope Creek Assets which have become due and
payable have been properly paid, all applicable tax returns have been filed, and
PGP knows of no actual or proposed claim by any applicable taxing authority
against PGP in connection with the payment of such taxes, and knows of no basis
for any such claim. As used herein, "material" shall mean any amount in excess
of $5,000.
3.10 Operations. POCI has all governmental licenses and permits necessary
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or appropriate to own and operate the Antelope Creek Assets to the extent that
they are presently being owned and operated by PGP and POCI, and such licenses,
permits and filings are in full force and effect and neither POCI nor PGP has
received, nor is it aware of, written notice of any violations in respect of any
such licenses or permits. To the best of PGP's and POCI's knowledge, the
ownership and operation of the Antelope Creek Assets, to the extent that
nonconformance could adversely affect the ownership, operation, value or use
thereof after the Effective Date, has been in conformity, in all material
respects, with all applicable laws, and all applicable rules, regulations and
orders
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of all governmental agencies having jurisdiction, relating to the Antelope Creek
Assets.
3.11 Accuracy of Information. PGP has provided CEPI access to all lease
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files, abstracts and title opinions, production records, maintenance records,
specification records, accounting records, surveys, design drawings and maps,
and other files, documents and records relating to the Antelope Creek Assets
(herein called the "Files"). Such Files constitute all of PGP's files relating
to the Antelope Creek Assets. To the best of PGP's knowledge, all information
contained in the Files (herein called the "Information") is accurate, true and
correct, as of the date furnished, in all material respects. To the best of
PGP's knowledge, there have been no changes affecting the Information since the
date furnished which would make the Information inaccurate, untrue or incomplete
in any material respect.
ARTICLE IV
MISCELLANEOUS PROVISIONS
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4.1 Modifications and Amendments. Any changes in the provisions of this
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Agreement made subsequent to this execution shall be made by formal written and
executed amendments. It is stipulated that oral modifications and amendments
hereto shall not be binding, and that no evidence of oral amendments or
modifications shall be admissible during arbitration or adjudication.
4.2 Governing Laws. The laws of the State of Utah shall govern this
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Agreement in proceedings in court (law and/or equity) and proceedings in
arbitration.
4.3 Waiver. Any party's failure or delay in protesting, taking legal
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action, or demanding arbitration upon the other party's breach is no waiver of
that cause of action; unless that party's delay to take action exceeds a
reasonable time under the circumstances, exceeds a time-frame limitation set
forth elsewhere herein, or exceeds the statute of limitation. Any party's
failure or delay in protesting or taking legal and/or equitable action, or
demanding arbitration upon the other party's breach is not to be considered as
being a waiver of that party's cause of action for any subsequent breach.
4.4 Titles of Articles, Sections and Subsections. The titles and
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subtitles of Articles, Section and Subsections of this Agreement are for
convenience only; are not part of the terms of this Agreement; are without legal
or contractual significance; and, as such, shall not govern the terms of this
Agreement or in any way influence the interpretation of this Agreement.
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4.5 Notices. Any and all written notices hereunder shall be delivered in
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person or via registered mail, return receipt requested, postage prepaid, to the
following individuals at the following address:
PGP: PETROGLYPH ENERGY, INC.
Attn: Robert C. Murdock
6209 North Highway 61
P. O. Box 1839
Hutchinson, KS 67504-1839
FAX: 316-665-8577
CEPI: CoENERGY ENHANCED PRODUCTION, INC.
Attn: Pauline E. Doohan, Esq.
500 Griswold St.
Detroit, MI 48226
FAX: 313-965-0009
Such agents and/or addresses may be unilaterally altered by either party upon
providing written notice thereof to the other party.
4.6 Duplicate Originals. This Agreement shall be executed in duplicate
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originals, with CEPI and PGP each receiving an original.
4.7 Further Assurances. The parties hereby agree to execute and to cause
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third parties to execute any and all documents, leases, affidavits, releases,
mortgage releases, transfers, change of operator forms, letters in lieu of
transfer orders, assignments, bills of sale, titles, notes or the like in
fulfillment of obligations set forth herein or in furtherance of the intent
hereof.
4.8 Agreement Subject to Laws. If any provision of this Agreement, or the
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application thereof to any party or any circumstance, shall be found to be
contrary to or inconsistent with or unenforceable under any applicable law,
rule, regulation or order, such applicable law, rule, regulation or order shall
control and this Agreement shall be deemed modified accordingly; but the
remainder of this Agreement, and the application of such provisions to the other
parties or circumstances, shall not be affected thereby; and in all other
respects, the Agreement shall continue in full force and effect.
4.9 Assignment. This Agreement may not be assigned by the parties, except
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in the case of CEPI to affiliated entities, without the written consent of the
other party. This Agreement shall be binding the parties hereto and their
respective successors and assigns.
4.10 Incidental Costs. Each party to this Agreement shall bear its
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respective expenses incurred in connection with the
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Closing of this transaction, including its own consultant's and broker's fee,
attorneys' fees, accountants' fees and other similar costs and expenses.
4.11 Survival. Except as otherwise noted herein, the representations and
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warranties of the parties herein and all agreements herein shall survive the
Closing and delivery of any assignment, conveyance, or bill of sale, or other
instrument delivered at Closing.
4.12 Final Agreement. This Agreement, together with other written
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agreements executed at Closing, constitute the final agreement of the parties,
and supersede any and all prior agreements among the parties.
4.13 Public Announcements. CEPI, PGP, and POCI shall obtain the written
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consent of the other parties prior to any public announcement by such party
regarding this Agreement and the transactions contemplated hereby; provided,
however, the foregoing shall not restrict disclosures by any party to comply
with applicable securities or other laws, subject to the other parties being
given prior written notice.
IN WITNESS WHEREOF, the parties have executed this Agreement this 26th day
of June, 1996, but effective as of the 1st day of June, 1996.
PGP: PETROGLYPH GAS PARTNERS, L. P.
By: PETROGLYPH ENERGY, INC.
its general partner
By /s/ Robert C. Murdock
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Name: Robert C. Murdock
Title: President
CEPI: CoENERGY ENHANCED PRODUCTION, INC.
By /s/ P. E. Doohan
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Name: P. E. Doohan
Title: Attorney-in-Fact
POCI: PETROGLYPH OPERATING COMPANY, INC.
By /s/ Robert A. Christensen
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Name: Robert A. Christensen
Title: Vice-President
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EXHIBIT A
Asset Purchase and Sale Agreement dated effective June 1, 1996
by and among Petroglyph Gas Partners, L.P., Petroglyph Operating
Company, Inc., and CoEnergy Enhanced Production, Inc.
Antelope Creek Field Oil and Gas Leases
---------------------------------------
All oil and gas leases described in this Exhibit A, together with all right,
title, and interest in and to all gas sales contracts, dedicated acreage,
easements, rights-of-way, attendant equipment, machinery, permits, franchises,
licenses, servitudes, surface leases, and other personal property, agreements
and incidents associated therewith.
PAGE 1
ANTELOPE CREEK LEASES
DUCHESNE COUNTY, UTAH EXHIBIT A
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SYSTEM LSE & LESSOR # & NAME ORIGINAL LESSEE # LEASE EXPIRATION RECORDING DATE LESSOR
DOCUMENT NO AND NAME DATE DATE BOOK PAGE GROSS ACRES NET ACRES
00066 09000 00229 11/02/83 649.3400 649.3400
10451002.000 UTE 14-20-H62-3502 GULF OIL EXPL. & PROD. CO 10/29/76 11/21/86 184 740
(NOW CHEVRON)
LEGAL DESCRIPTION .8314905 NRI
T58-R3W, USM
SECTION 2: LOT 1
SECTION 3: LOTS 1-14, SW/4 (ALL)
00067 09001 00229 3/14/83 727.8000 727.8000
10451003.000 UTE 14-20-H62-3503 GULF OIL EXPL. & PROD. CO 10/29/76 11/21/86 178 420
(NOW CHEVRON)
LEGAL DESCRIPTION .8314905 NRI
T58-R3W, USM
SECTION 4: ALL (FRACTIONAL)
00068 09002 00229 8/18/83 722.8000 722.8000
10451004.000 UTE 14-20-H62-3504 GULF OIL EXPL. & PROD. CO 10/29/76 11/22/86 182 254
(NOW CHEVRON)
LEGAL DESCRIPTION .8314905 NRI
T58-R3W, USM
SECTION 5: ALL (FRACTIONAL)
00069 09003 00229 8/18/83 498.0100 498.0100
10451005.000 UTE 14-20-H62-3505 GULF OIL EXPL. & PROD. CO 10/29/76 11/21/86 182 260
(NOW CHEVRON)
LEGAL DESCRIPTION .8314905 NRI
T58-R3S, USM
SECTION 6: LOTS 1, 3, 4, 5, 6, 8, 9, 11, 12, SW/4, SE/4SE/4
00070 09004 00229 2/22/82 640.0000 640.0000
10451006.000 UTE 14-20-H62-3506 GULF OIL EXPL. & PROD. CO 10/29/76 11/21/86 170 707
(NOW CHEVRON)
LEGAL DESCRIPTION .8314905 NRI
T58-R3W, USM
SECTION 7: ALL
00071 09005 00229 1/27/82 640.0000 640.0000
10451007.000 UTE 14-20-H62-3507 GULF OIL EXPL. & PROD. CO 10/29/76 11/21/86 169 877
(NOW CHEVRON)
LEGAL DESCRIPTION .8314905 NRI
T58-R3W, USM
SECTION 8: ALL
00072 09006 00229 1/27/82 640.0000 640.0000
10451008.000 UTE 14-20-H62-3508 GULF OIL EXPL. & PROD. CO 10/29/76 11/21/86 169 871
(NOW CHEVRON)
.8314905 NRI
LEGAL DESCRIPTION
PAGE 2
ANTELOPE CREEK LEASES
DUCHESNE COUNTY, UTAH
SYSTEM LSE & LESSOR # & NAME ORIGINAL LESSEE # LEASE EXPIRATION RECORDING DATE LESSOR
DOCUMENT NO AND NAME DATE DATE BOOK PAGE GROSS ACRES NET ACRES
T5S-R3W, USM
SECTION 9: ALL
00073 09007 00229 11/02/83 331.4800 331.4800
10451009.000 UTE 14-20-H62-3509 GULF OIL EXPL. & PROD. CO 10/29/76 11/21/86 184 746 .8314905 NRI
(NOW CHEVRON)
LEGAL DESCRIPTION
T5S-A3W, USM
SECTION 10: LOTS 1, 2, 3, 4, NW/4, W/2SW/4
00074 09008 00229 11/02/83 112.2800 112.2800
10451010.000 UTE 14-20-H62-3510 GULF OIL EXPL. & PROD. CO 10/29/76 11/21/86 184 782 .0314905 NRI
(NOW CHEVRON)
LEGAL DESCRIPTION
T5S-A3W, USM
SECTION 15: LOTS 1, 2, 3, 4
00075 09009 00229 1/27/82 640.0000 640.0000
10451011.000 UTE 14-20-H62-3511 GULF OIL EXPL. & PROD. CO 10/29/76 11/21/86 169 865 .8314905 NRI
(NOW CHEVRON)
LEGAL DESCRIPTION
T5S-R3W, USM
SECTION 16: ALL
00076 09058 00230 3/28/94 640.0000 640.0000
10451012.000 UTE 14-20-H62-4633 EVERTSON OIL COMPANY, INC 2/09/94 2/09/95 261 165 .8314905 NRI
LEGAL DESCRIPTION From the surface to the
T5S-A3W, USM base of the Greenriver
SECTION 17: ALL Formation
00077 09010 00229 1/27/82 640.0000 640.0000
10451013.000 UTE 14-20-H62-3513 GULF OIL EXPL. & PROD. CO 10/29/76 11/21/86 169 859 .8314905 NRI
(NOW CHEVRON)
LEGAL DESCRIPTION
T5S-R3W, USM
SECTION 18: ALL
00078 09011 00229 1/27/82 640.0000 640.0000
10451014.000 UTE 14-20-H62-3514 GULF OIL EXPL. & PROD. CO 10/29/76 11/21/86 169 853 .8314905 NRI
(NOW CHEVRON)
LEGAL DESCRIPTION
T5S-R3W, USM
SECTION 19: ALL
00079 09012 00229 1/27/82 640.0000 640.0000
10451015.000 UTE 14-20-H62-3515 GULF OIL EXPL. & PROD. CO 10/29/76 11/21/86 169 847 .8314905 NRI
(NOW CHEVRON)
LEGAL DESCRIPTION
ANTELOPE CREEK LEASES
DUCHESNE COUNTY, UTAH
SYSTEM LSE & LESSOR # & NAME ORIGINAL LESSEE # LEASE EXPIRATION RECORDING DATE LESSOR
DOCUMENT NO AND NAME DATE DATE BOOK PAGE GROSS ACRES NET ACRES
T5S-R3W, USM
SECTION 20: ALL
00080 09013 00229 1/28/82 533.3300 533.3300
10451016.000 UTE 14-20-H62-3516 GULF OIL EXPL. & PROD. CO 10/29/76 11/21/86 169 841 .8314905 NRI
(NOW CHEVRON)
LEGAL DESCRIPTION
T5S-R3W, USM
SECTION 21: LOTS 1, 2, 3, 4, W/2NE/4, W/2
SECTION 22: LOT 1
00081 0914 00229 11/02/83 409.4000 409.4000
10451017.000 UTE 14-20-H62-3517 GULF OIL EXPL. & PROD. CO 10/29/76 11/21/86 184 776 .8314905 NRI
(NOW CHEVRON)
LEGAL DESCRIPTION
T5S-R3W, USM
SECTION 28: LOTS 1, 2, 3, 4, W/2
00082 0915 00229 3/14/83 640.0000 640.0000
10451018.000 UTE 14-20-H62-3518 GULF OIL EXPL. & PROD. CO 10/29/76 11/21/86 178 434 .8314905 NRI
(NOW CHEVRON)
LEGAL DESCRIPTION
T5S-R3W, USM
SECTION 29: ALL
00083 0916 00229 11/02/83 640.0000 640.0000
10451019.000 UTE 14-20-H62-3519 GULF OIL EXPL. & PROD.CO 10/29/76 11/21/86 184 770 .8314905 NRI
(NOW CHEVRON)
LEGAL DESCRIPTION
T5S-R3W, USM
SECTION 30: ALL
00084 0917 00229 11/02/83 640.0000 640.0000
10451020.000 UTE 14-20-H62-3520 GULF OIL EXPL. & PROD.CO 10/29/76 11/21/86 184 764 .8314905 NRI
(NOW CHEVRON)
LEGAL DESCRIPTION
T5S-R3W, USM
SECTION 32: ALL
00085 09018 00229 11/02/83 640.0000 640.0000
10451021.000 UTE 14-20-H62-3521 GULF OIL EXPL. & PROD.CO 10/29/76 11/21/86 184 758 .8314905 NRI
(NOW CHEVRON)
LEGAL DESCRIPTION
T5S-R3W, USM
SECTION 32: ALL
00086 09019 00029 11/02/83 369.9200 369.9200
10451022.000 UTE 14-20-H62-3522 GULF OIL EXPL. & PROD.CO 10/29/76 11/21/86 184 752 .8314905 NRI
PAGE 4
ANTELOPE CREEK, LEASES
DUCHESNE COUNTY UTAH
SYSTEM LSE LESSOR # & NAME ORIGINAL LESSEE # LEASE EXPIRATION RECORDING DATE LESSOR
DOCUMENT NO AND NAME DATE DATE BOOK PAGE GROSS ACES NET ACRES
(NOW CHEVRON)
LEGAL DESCRIPTION
T5S-R3W, USM
SECTION 33:
LOTS 1, 2, 3, 4, W/2
Page 5
ANTELOPE CREEK LEASES
ALL IN DUSHESNE COUNTY, UTAH
====================================================================================================================================
ORIGINAL LESSOR LEASE DATE EXPIRATION RECORDING GROSS ACRES LESSOR NET
DATE DATE ACRES
BOOK PAGE
====================================================================================================================================
UTE 14-20-H62- UTE INDIAN TRIBE and 237.96 237.96
LEGAL DESCRIPTION UTE DISTRIBUTION
T4S-R3W, USH CORPORATION .8314905 NRI
Section 35: NWMW, including
Lots 1, 2, 3, 4, 5 and 6
FROM SURFACE TO THE BASE OF THE
WASATCH FORMATION
- ------------------------------------------------------------------------------------------------------------------------------------
UTE 14-20-H62- UTE INDIAN TRIBE and 616.00 616.00
LEGAL DESCRIPTION UTE DISTRIBUTION
T4S-R3W, USH CORPORATION .8314905 NRI
Section 34: N/2, N/25W, N/2SE,
including Lots 1, 2, 3 and 4
FROM SURFACE TO THE BASE OF THE
WASATCH FORMATION
- ------------------------------------------------------------------------------------------------------------------------------------
UTE 14-20-H62- UTE INDIAN TRIBE and 617.20 617.20
LEGAL DESCRIPTION UTE DISTRIBUTION
T4S-R3W, USH CORPORATION .8314905 NRI
Section 33: N/2, N/2SW, N/2SE,
including Lots 1, 2, 3 and 4
FROM SURFACE TO THE BASE OF THE
WASATCH FORMATION
- ------------------------------------------------------------------------------------------------------------------------------------
UTE 14-20-H62- UTE INDIAN TRIBE and 582.40 582.40
LEGAL DESCRIPTION UTE DISTRIBUTION
T4S-R3W, USH CORPORATION .8314905 NRI
Section 32: NE, E/2NW, SWNW,
N/2SW, N/2SE, including
Lots 1, 2, 3 and 4
FROM SURFACE TO THE BASE OF THE
WASATCH FORMATION
- ------------------------------------------------------------------------------------------------------------------------------------
UTE 14-20-H62- UTE INDIAN TRIBE and 480.01 480.01
LEGAL DESCRIPTION UTE DISTRIBUTION
T4S-R3W, USH CORPORATION .8314905 NRI
Section 31: E/2NW, NWNE, NESW,
NESE, including Lots 1, 2, 3 and 4
5, 6 and 7
FROM SURFACE TO THE BASE OF THE
WASATCH FORMATION
====================================================================================================================================
EXHIBIT B
Asset Purchase and Sale Agreement dated effective June 1, 1996
by and among Petroglyph Gas Partners, L.P., Petroglyph Operating
Company, Inc., and CoEnergy Enhanced Production, Inc.
Gathering System
----------------
The gas gathering system shown on the map included in this Exhibit B, insofar as
such gathering system covers lands located in the following sections:
Sections 3, 4, 5, 6, 7, 8, 9, 10, 15, 16, 17, 18, 19, 20, 21, 28, 29, 30,
31, 32, and 33, all in Township 5 South, Range 3 West, U.S.M., Duchesne
County, Utah
Sections 31, 32, 33, 34, and 35, all in Township 4 South, Range 3 West,
U.S.M., Duchesne County, Utah
together with all right, title, and interest in and to all gas sales contracts,
dedicated acreage, easements, rights-of-way, attendant equipment, machinery,
permits, franchises, licenses, servitudes, surface leases, and other personal
property, agreements and incidents associated therewith, including without
limitation the following easement:
Easement dated March 15, 1989, recorded in Book A181 at page 400, from
Elmer Moon to Coors Energy Company, covering the following lands:
Northwest Quarter (NW/4), Northeast Quarter (NE/4), and Southeast
Quarter (SE/4) of Section 6, Township 5 South, Range 3 West, U.S.M.,
Duchesne County, Utah
EXHIBIT C
Asset Purchase and Sale Agreement dated effective June 1, 1996
by and among Petroglyph Gas Partners, L.P., Petroglyph Operating
Company, Inc., and CoEnergy Enhanced Production, Inc.
Contracts
---------
Cooperative Plan of Development and Operation for the Antelope Creek Enhanced
Recovery Project, Duchesne County, Utah, dated February 17, 1994, effective
February 1, 1995.
Agreement dated April 2, 1994 between East Duchesne Culinary Water Improvement
District and Petroglyph Operating Company, Inc. (Option Agreement)
Water Agreement dated effective July 1, 1995, between Inland Production Company
and Petroglyph Operating Company, Inc.
Agreement dated October 1, 1994 between East Duchesne Culinary Water Improvement
District and Petroglyph Operating Company, Inc.
Interruptible Intrastate Gas Transportation Agreement between Petroglyph Gas
Partners, L.P. and Petroglyph Gas Partners, L.P. as Shipper dated February 1,
1996.
Agreement for Call on Production dated August 31, 1988, between Chevron U.S.A.
Inc. and Coors Energy Company, affecting the Antelope Creek leases.
Gas Purchase/Sale Agreement dated January 1, 1996 between Petroglyph Operating
Company, Inc. and Wasatch Oil & Gas Corp.
Oil Purchase/Sale Agreement dated June 15, 1994, between Petroglyph Operating
Company, Inc. and EOTT Energy Corp.
Oil Purchase/Sale Agreement between Petroglyph Gas Partners, L.P. and Amoco
Exploration & Production, for a term beginning February 1, 1996.