EXHIBIT 10.1
DRILLING AND OPERATING AGREEMENT
FOR
ATLAS AMERICA SERIES 25-2004(B) L.P.
INDEX
SECTION PAGE
- ------- ----
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 Wells; 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 Wells; 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 Wells; Fee Adjustments; Extraordinary Costs;
Pipelines; Price Determinations; Plugging and Abandonment...................................................7
7. Billing and Payment Procedure with Respect to Operation of Wells; 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-8 Maps of Initial Well Locations
Exhibit B Form of Assignment
Exhibit C Form of Addendum
DRILLING AND OPERATING AGREEMENT
THIS AGREEMENT made this 22nd day of June, 2004, by and between ATLAS RESOURCES,
INC., a Pennsylvania corporation (hereinafter referred to as "Atlas" or
"Operator"),
and
ATLAS AMERICA SERIES 25-2004(B) 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 eight (8) 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-8;
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 wells 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-8. 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.
Page 1
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 WELLS; TIMING; DEPTH; INTEREST OF DEVELOPER; RIGHT TO
SUBSTITUTE WELL LOCATIONS.
(a) DRILLING OF WELLS. Operator, as Developer's independent
contractor, agrees to drill, complete (or plug) and operate
eight (8) oil and gas wells on the eight (8) 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 wells and any extra costs pursuant to Section 4
in proportion to the share of the Working Interest owned by the
Developer in the wells with respect to all initial wells. 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 wells 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 wells 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 wells 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
wells, 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 wells. Subject to the payment of lessor's
royalties and other royalties and overriding royalties, if any,
production of oil and gas from the wells to be drilled under
this Agreement shall
Page 2
be owned by the Developer in proportion to the share of the
Working Interest owned by the Developer in the wells.
(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
wells 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 wells 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 wells 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 wells;
(iii) manage and conduct all field operations in connection
with the drilling, testing, completing, equipping,
operating, and producing the wells;
(iv) maintain all wells, 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
Page 3
equipment and materials installed or incorporated in the
wells 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 wells,
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 wells 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 WELLS; 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 WELLS. All oil
and gas wells 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 wells 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
wells, 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 wells on
execution of
Page 4
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 wells 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 wells;
(ii) obtain suitable subcontractors for drilling and
completing the wells 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 wells
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 wells 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 wells, 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 wells 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 wells 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 wells, 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
Page 5
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
wells 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
wells on the Well Locations;
in proportion to the share of the Working Interest owned by the
Developer in the wells.
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 wells 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 wells 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 wells on the Well Locations;
in proportion to the share of the Working Interest owned
by the Developer in the wells.
The Exhibits to this Agreement with respect to the affected
wells 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 wells 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 wells on the Well Locations;
in proportion to the share of the Working Interest owned by the
Developer in the wells.
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 wells 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:
Page 6
(a) the Intangible Drilling Costs or Tangible Costs
for an additional well or wells 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 wells on the Well
Locations;
in proportion to the share of the Working Interest owed
by the Developer in the wells.
The Exhibits to this Agreement with respect to the affected
wells 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 WELLS; FEE ADJUSTMENTS;
EXTRAORDINARY COSTS; PIPELINES; PRICE DETERMINATIONS; PLUGGING AND
ABANDONMENT.
(a) OPERATIONS SUBSEQUENT TO COMPLETION OF THE WELLS. Beginning with
the month in which a well drilled under this Agreement begins to
produce, Operator shall be entitled to an operating fee of $275
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 wells. 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 wells and related
pipelines and facilities.
If a third-party serves as the actual operator of the well, then
this fee shall be $25 above the actual third-party operator's
monthly charges. The $25 will be retained by Operator each month
for reviewing the costs and expenses charged by the third-party
operator and monitoring the third-party operator's accounting
and production records for the well on behalf of the Developer.
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.
Page 7
The operating fees shall not cover costs and expenses related to
the following:
(i) the production and sale of oil;
(ii) the collection and disposal of salt water or other
liquids produced by the wells;
(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
wells.
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 wells 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, 2005. 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,
2002, 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
wells. 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 wells.
(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
wells 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.
Page 8
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 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
wells which have been drilled and completed as producing wells
shall be borne and paid by the Developer in proportion to the
share of the Working Interest owned by the Developer in the
wells. 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 wells, 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 WELLS;
DISBURSEMENTS; SEPARATE ACCOUNT FOR SALE PROCEEDS; RECORDS AND REPORTS;
ADDITIONAL INFORMATION.
(a) BILLING AND PAYMENT PROCEDURE WITH RESPECT TO OPERATION OF
WELLS. 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 wells, the
following:
(i) all expenses and liabilities payable and incurred by
reason of its operation of the wells 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 wells.
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 wells; 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 wells, 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 wells operated
under this Agreement, less:
(i) the amounts charged to the Developer under sub-section
(a); and
Page 9
(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:
(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 wells
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 wells 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
Page 10
(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 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
wells, 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 wells,
production, equipment or leasehold interests covered by this
Agreement unless the disposition encompasses either:
(i) the entire interest of the Developer in all wells,
production, equipment and leasehold interests subject to
this Agreement; or
(ii) an equal undivided interest in all such wells,
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 wells, 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;
Page 11
(iii) receive billings 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;
(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 wells
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
Page 12
(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 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 wells 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 wells 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 wells
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.
Page 13
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 wells 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.
(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 wells 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 wells, 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 wells 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,
Page 14
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.
311 Rouser Road
Moon Township, Pennsylvania 15108
Attention: President
(ii) If to Developer, to:
Atlas America Series 25-2004(B) L.P.
c/o Atlas Resources, Inc.
311 Rouser Road
Moon Township, Pennsylvania 15108
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/ Frank P. Carolas
----------------------------------
Frank P. Carolas, Executive
Vice President
ATLAS AMERICA SERIES 25-2004(B) L.P.
By its Managing General Partner:
ATLAS RESOURCES, INC.
By: /s/ Frank P. Carolas
----------------------------------
Frank P. Carolas, Executive
Vice President
Page 15
EXHIBIT A
DRILLING AND OPERATING AGREEMENT DATED JUNE 22, 2004
INITIAL WELLS
ATLAS AMERICA SERIES 25-2004(B) LTD.
WELL STATE COUNTY TOWNSHIP
- ------------------------ ------------ ------------ ----------------------
Amrick #2 PA Fayette Nicholson
Big Shanty East #19 PA McKean Lafayette
Big Shanty East #20 PA McKean Lafayette
Big Shanty East #21 PA McKean Lafayette
Big Shanty East #22 PA McKean Lafayette
Big Shanty East #13 PA McKean Lafayette
Troyer Unit #25 PA Crawford E. Fallowfield
Byler #100 PA Crawford E. Fallowfield
Exhibit A
(Page 1)
ADDENDUM NO. 1
TO DRILLING AND OPERATING AGREEMENT
DATED AUGUST 31, 2004
THIS ADDENDUM NO. 1 made and entered into this 31st day of August, 2004, by and
between ATLAS RESOURCES, INC., a Pennsylvania corporation (hereinafter referred
to as "Operator"),
and
ATLAS AMERICA SERIES 25-2004(B) 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 June 22, 2004, (the "Agreement"), which relates to the drilling
and operating of eight (8) wells on the eight (8) Initial Well Locations
identified on the maps attached as Exhibits A-l through A-8 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 167 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, 167 additional wells on the
167 Additional Well Locations described on Exhibit A to this Addendum and on the
maps attached to this Addendum as Exhibits A-9 through A-175.
2. Operator, as Developer's independent contractor, agrees to drill, complete
(or plug) and operate the additional wells 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 wells 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 wells 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/ Frank P. Carolas
----------------------------------
Frank P. Carolas, Executive
Vice President
ATLAS AMERICA SERIES 25-2004(B) L.P.
By its Managing General Partner:
ATLAS RESOURCES, INC.
By: /s/ Frank P. Carolas
----------------------------------
Frank P. Carolas, Executive
Vice President
Exhibit C
(Page 2)
EXHIBIT A
ADDENDUM DATED AUGUST 31, 2004
TO DRILLING AND OPERATING AGREEMENT DATED JUNE 22, 2004
ATLAS AMERICA SERIES 25-2004(B) LTD.
WELLS STATE COUNTY TOWNSHIP
- ----------------------------------- -------------- ------------ -------------------
Kleintop #2 Pennsylvania Armstrong Kiskiminetas
Lytle #10 Pennsylvania Armstrong Kiskiminetas
Disidoro #2 Pennsylvania Fayette Franklin
Disidoro #4 Pennsylvania Fayette Frankllin
Corbin #1 Pennsylvania Fayette Franklin
Hosler #5 Pennsylvania Fayette Jefferson
Allison/Hogsett #7 Pennsylvania Fayette Luzerne
Canestrale #3 Pennsylvania Fayette Luzerne
Gaydos #4 Pennsylvania Fayette Luzerne
Whiteko #5 Pennsylvania Fayette Luzerne
Wilkinson #2 Pennsylvania Fayette Luzerne
Bertovich #3 Pennsylvania Fayette Nicholson
Leckrone/USX #3 Pennsylvania Fayette Nicholson
Angeline/Bender Unit #3 Pennsylvania Fayette Redstone
Campbell Farms #1 Pennsylvania Fayette Redstone
Campbell Farms #5 Pennsylvania Fayette Redstone
E & N Land #10 Pennsylvania Fayette Redstone
Kuznar #1 Pennsylvania Fayette Redstone
Stainslaw #1 Pennsylvania Fayette Redstone
Dicenzo #2 Pennsylvania Fayette German
Kovscek/Kovach Unit #1 Pennsylvania Fayette German
Tercho/Shimko #2 Pennsylvania Fayette German
American Legion/USX #1 Pennsylvania Fayette Jefferson
Christofel #1 Pennsylvania Fayette Jefferson
Chubboy #6 Pennsylvania Fayette Jefferson
Dominiak #2 Pennsylvania Fayette Jefferson
Hosler #2 Pennsylvania Fayette Jefferson
Liptak #4 Pennsylvania Fayette Jefferson
Liptak #6 Pennsylvania Fayette Jefferson
Stark #3 Pennsylvania Fayette Jefferson
Stephens/McKnight #5A Pennsylvania Fayette Jefferson
Vesley #1 Pennsylvania Fayette Jefferson
Exhibit A
(Page 2)
EXHIBIT A - ADDENDUM DATED AUGUST 31, 2004
ATLAS AMERICA SERIES 25-2004(B) LTD.
WELLS STATE COUNTY TOWNSHIP
- ----------------------------------- -------------- ------------ -------------------
Canestrale #14 Pennsylvania Fayette Luzerne
Canestrale #17 Pennsylvania Fayette Luzerne
Canestrale #22 Pennsylvania Fayette Luzerne
Canestrale #23A Pennsylvania Fayette Luzerne
Celaschi #3 Pennsylvania Fayette Luzerne
Cramer/Lambert #1 Pennsylvania Fayette Luzerne
Holzapeel #3 Pennsylvania Fayette Luzerne
Luzerne Land #2 Pennsylvania Fayette Luzerne
Luzerne Land #4 Pennsylvania Fayette Luzerne
O'Donnell #4 Pennsylvania Fayette Luzerne
Savochka/Gross #9 Pennsylvania Fayette Luzerne
Teslovich #16 Pennsylvania Fayette Luzerne
Watson/Higinbotham #2 Pennsylvania Fayette Luzerne
Whiteko #4 Pennsylvania Fayette Luzerne
Whiteko #6 Pennsylvania Fayette Luzerne
Bryan #1 Pennsylvania Fayette Menallen
Bertovich #2 Pennsylvania Fayette Nicholson
Genovese #5 Pennsylvania Fayette Nicholson
Wright #1 Pennsylvania Fayette Nicholson
Carpenter #4 Pennsylvania Fayette Perry
Carson #4 Pennsylvania Fayette Perry
Coyote Creek Farms #3 Pennsylvania Fayette Perry
Erderly #2 Pennsylvania Fayette Perry
Ferguson #2 Pennsylvania Fayette Perry
Hatalowich #2 Pennsylvania Fayette Perry
Lubic #1 Pennsylvania Fayette Perry
Star Junction/Fish & Game/USX #18 Pennsylvania Fayette Perry
Werner/Star Junction/USX #12 Pennsylvania Fayette Perry
Allison/Hogsett #9 Pennsylvania Fayette Redstone
Barak/National City #4 Pennsylvania Fayette Redstone
Dorazio #1 Pennsylvania Fayette Redstone
Dorazio #4 Pennsylvania Fayette Redstone
E & N Land #12 Pennsylvania Fayette Redstone
Gaggiani #6A Pennsylvania Fayette Redstone
Glumac #2 Pennsylvania Fayette Redstone
Exhibit A
(Page 3)
EXHIBIT A - ADDENDUM DATED AUGUST 31, 2004
ATLAS AMERICA SERIES 25-2004(B) LTD.
WELLS STATE COUNTY TOWNSHIP
- ----------------------------------- -------------- ------------ -------------------
Higinbotham #3 Pennsylvania Fayette Redstone
Higinbotham #5 Pennsylvania Fayette Redstone
Jackson Farms #24 Pennsylvania Fayette Redstone
Landman #1 Pennsylvania Fayette Redstone
Lee #9 Pennsylvania Fayette Redstone
Novak/Melenyzer #1 Pennsylvania Fayette Redstone
Paris #1 Pennsylvania Fayette Redstone
Patterson #8 Pennsylvania Fayette Redstone
Randolph #3 Pennsylvania Fayette Redstone
Ricco #1 Pennsylvania Fayette Redstone
Ricco #2 Pennsylvania Fayette Redstone
Springer #3 Pennsylvania Fayette Redstone
Whetsel #3 Pennsylvania Fayette Redstone
Whetsel #5 Pennsylvania Fayette Redstone
Wolfe #16 Pennsylvania Fayette Redstone
Yocum/Newcomer #6 Pennsylvania Fayette Redstone
Cup #3 Pennsylvania Indiana Conemaugh
Cup #5 Pennsylvania Indiana Conemaugh
Nowrytown Sportsmen #2 Pennsylvania Indiana Conemaugh
Prenni #1 Pennsylvania Indiana Conemaugh
Kravetsky #2 Pennsylvania Indiana Young
Hervatin #11 Pennsylvania McKean Lafayette
Hervatin #12 Pennsylvania McKean Lafayette
Hervatin #13 Pennsylvania McKean Lafayette
Hervatin #14 Pennsylvania McKean Lafayette
Hervatin #15 Pennsylvania McKean Lafayette
Hervatin #16 Pennsylvania McKean Lafayette
Hervatin #17 Pennsylvania McKean Lafayette
Hervatin #4 Pennsylvania McKean Lafayette
Hervatin #5 Pennsylvania McKean Lafayette
Hervatin #8 Pennsylvania McKean Lafayette
Hervatin #9 Pennsylvania McKean Lafayette
Messer #35 Pennsylvania McKean Lafayette
Messer #36 Pennsylvania McKean Lafayette
Messer #37 Pennsylvania McKean Lafayette
Exhibit A
(Page 4)
EXHIBIT A - ADDENDUM DATED AUGUST 31, 2004
ATLAS AMERICA SERIES 25-2004(B) LTD.
WELLS STATE COUNTY TOWNSHIP
- ----------------------------------- -------------- ------------ -------------------
Messer #38 Pennsylvania McKean Lafayette
Messer #39 Pennsylvania McKean Lafayette
Messer #40 Pennsylvania McKean Lafayette
Messer S59 #1 Pennsylvania McKean Lafayette
Messer S59 #2 Pennsylvania McKean Lafayette
Messer S59 #3 Pennsylvania McKean Lafayette
Messer S59 #4 Pennsylvania McKean Lafayette
Messer S59 #5 Pennsylvania McKean Lafayette
Messer S59 #6 Pennsylvania McKean Lafayette
Montgomery #1 Pennsylvania McKean Lafayette
Montgomery #2 Pennsylvania McKean Lafayette
Montgomery #3 Pennsylvania McKean Lafayette
Montgomery #7 Pennsylvania McKean Lafayette
Montgomery #8 Pennsylvania McKean Lafayette
Young Pine Run #11 Pennsylvania McKean Lafayette
Young Pine Run #12 Pennsylvania McKean Lafayette
Young Pine Run #13 Pennsylvania McKean Lafayette
Young Pine Run #14 Pennsylvania McKean Lafayette
Young Pine Run #15 Pennsylvania McKean Lafayette
Young Pine Run #16 Pennsylvania McKean Lafayette
Bieda #7 Pennsylvania Westmoreland Avonmore
Bieda #8 Pennsylvania Westmoreland Avonmore
Pymatuning Ventures Investors #1 Pennsylvania Crawford Conneaut
Pymatuning Ventures Investors #2 Pennsylvania Crawford Conneaut
Byler #103 Pennsylvania Crawford E. Fallowfield
Horne #11 Pennsylvania Crawford E. Fallowfield
Shebatka #1 Pennsylvania Crawford E. Fallowfield
Stanisky #1 Pennsylvania Crawford E. Fallowfield
Troyer Unit #24 Pennsylvania Crawford E. Fallowfield
McConnell #4 Pennsylvania Crawford Greenwood
Riley #3 Pennsylvania Crawford Greenwood
Johnston #14 Pennsylvania Crawford Hayfield
Miller Trust #31 Pennsylvania Crawford Sadsbury
Williams #28 Pennsylvania Crawford Vernon
Miklos Unit #1 Pennsylvania Mercer Coolspring
Exhibit A
(Page 5)
EXHIBIT A - ADDENDUM DATED AUGUST 31, 2004
ATLAS AMERICA SERIES 25-2004(B) LTD.
WELLS STATE COUNTY TOWNSHIP
- ----------------------------------- -------------- ------------ -------------------
Blaze #1 Pennsylvania Mercer E. Lackawannock
Halliday #1 Pennsylvania Mercer Greene
Halliday #2 Pennsylvania Mercer Greene
Higgins #2 Pennsylvania Mercer Greene
Simpson #1 Pennsylvania Mercer Greene
Stevenson #2 Pennsylvania Mercer Greene
Stevenson #3 Pennsylvania Mercer Greene
St. Michaels Cemetery #1 Pennsylvania Mercer Greenville
Bost #1 Pennsylvania Mercer Hempfield
Hallowell #1 Pennsylvania Mercer Hempfield
Sharon Country Club #1 Pennsylvania Mercer Hempfield
Bloom #1 Pennsylvania Mercer Liberty
Ross Unit #1 Pennsylvania Mercer West Salem
St. Paul Homes #2 Pennsylvania Mercer West Salem
HW-1013 Tennessee Morgan Fork Mountain Field
HW-1014 Tennessee Morgan Fork Mountain Field
HW-1015 Tennessee Morgan Fork Mountain Field
HW-1016 Tennessee Morgan Fork Mountain Field
BR-1020 Tennessee Scott Fork Mountain Field
BR-1019 Tennessee Scott Fork Mountain Field
SS Miller #200408 West Virginia Roane Smithfield
SM Sergent #200409 West Virginia Roane Smithfield
WM Looney #200410 West Virginia Roane Smithfield
WM Looney #200411 West Virginia Roane Smithfield
LA Hopkins #200412 West Virginia Roane Smithfield
CC. Hivley #200414 West Virginia Roane Walton
CC. Hivley #200417 West Virginia Roane Walton
GM Summers #200415 West Virginia Roane Walton
CK-58 West Virginia Wayne Lincoln
CK-95 West Virginia Wayne Lincoln
Exhibit A
(Page 6)