EXHIBIT 10.65.3
December 30, 1999
Via Facsimile
Mr. Alex Cranberg
ASPECT RESOURCES, LLC
511 16th Street, Suite 300
Denver, Colorado 80202
Phone (303) 573-7011
Fax (303) 573-7340
Re: Millenium Joint Development Agreement, Millenium Project, dated
February 10, 1999, as amended (the "Millenium Agreement"); Acquisition
and Participation Agreement, dated October 21, 1999, as amended (the
"Participation Agreement")
Dear Alex:
This letter agreement shall set forth the agreement between Brigham Oil
& Gas, L.P. ("Brigham") and Aspect Resources, LLC ("Aspect"), to amend our
Millenium Agreement and Participation Agreement as described below.
Aspect hereby agrees that notwithstanding anything to the contrary
contained in the Millenium Agreement, Brigham shall have until January 31, 2000,
as opposed to December 31, 1999, to makes its election under Article II of the
Millenium Agreement whether to reimburse Aspect for 75% of all of the costs
which were funded by Aspect and utilized to acquire Leasehold Interests during
the second quarter of 1999.
Aspect Resources, LLC
Letter Agreement
December 30, 1999
Page 2
Brigham recognizes that in the event that Brigham does not propose the
drilling of a well within any of the Prospect Areas covered under the
Participation Agreement within 30 days from the date hereof, Aspect may exercise
its right to propose a well within any one of such Prospect Areas. Anything to
the contrary contained in the Participation Agreement, or the form Joint
Operating Agreement attached thereto, notwithstanding, Brigham and Aspect agree
that in the event that Aspect or any other party proposes the drilling of the
Initial Well within any of the Prospect Areas and Brigham desires to elect not
to participate in the drilling of such Initial Well, prior to the due date for
its participation election, Brigham shall assign to Aspect all of Brigham's
interest in the applicable Prospect Area, subject to a 35% back-in interest
after 100% payout of the Initial Well drilled on such Prospect Area, being 35%
of the interest assigned by Brigham to Aspect pursuant to the terms of this
paragraph, together with a like interest in all wells and all equipment and
facilities related to such wells. Anything to the contrary contained in the
Participation Agreement, or the form Joint Operating Agreement attached thereto,
notwithstanding, Brigham and Aspect agree that in the event that Aspect or any
other party proposes the drilling of a Subsequent Well within any of the
Prospect Areas and Brigham desires to elect not to participate in the drilling
of such Subsequent Well, prior to the due date for its participation election,
Brigham shall assign to Aspect all of Brigham's interest in the wellbore of the
Subsequent Well, subject to a 35% back-in interest after 100% payout of the
Subsequent Well, being 35% of the interest assigned by Brigham to Aspect
pursuant to the terms of this paragraph, together with a like interest in the
Subsequent Well and all equipment and facilities related to the Subsequent Well.
For purposes of this letter agreement, "100% payout" shall be deemed to have
occurred at such point in time, if ever, that Aspect (and/or its successor or
assign) has received net proceeds attributable to the interest in the Initial
Well or Subsequent Well, as the case may be, assigned to Aspect pursuant to the
term hereof, equaling all of the costs and expenses which have been incurred by
Aspect in the drilling, testing, completing, producing, operating, and reworking
the Initial Well or Subsequent Well, as the case may be.
All other terms of the Millenium Agreement and the Participation
Agreement shall continue in full force and effect, except as expressly modified
by this letter agreement.
This letter agreement shall be binding upon and shall enure to the
benefit of the parties hereto and all of their successors and assigns.
If this letter agreement correctly reflects the agreement and
understanding of the parties with respect to the subject matter hereof, we ask
that an authorized representative of Aspect execute a duplicate original or copy
of same and return same to our offices as soon as possible. Both parties agree
that the parties may accept execution and delivery of this letter agreement by
facsimile transmission and that either party's execution of a facsimile copy of
this letter agreement shall be an effective execution.
Sincerely,
BRIGHAM OIL & GAS, L.P.
by Brigham, Inc.
its Managing General Partner
/s/ David T. Brigham
David T. Brigham, Vice President
AGREED TO AND ACCEPTED:
ASPECT RESOURCES, LLC
by Aspect Management Corporation
its Manager
By: /s/ Alex B. Campbell
(name printed) Alex B. Campbell
Its: Vice President