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Exhibit 10.1

A.A.P.L. FORM 610 - 1989

MODEL FORM OPERATING AGREEMENT

OPERATING AGREEMENT

DATED

December 31 , 2010 ,

                          year

 

OPERATOR

 

Haas Petroleum, LLC

 

CONTRACT AREA

 

The leases comprising the Black Oaks Leasehold are specifically described in Exhibit A of this

Joint Operating Agreement.

 

 

 

COUNTY OF Greenwood and Woodson , STATE OF Kansas

 

COPYRIGHT 1989 – ALL RIGHTS RESERVED

AMERICAN ASSOCIATION OF PETROLEUM LANDMEN, 4100 FOSSIL CREEK BLVD.

FORT WORTH, TEXAS, 76137, APPROVED FORM.

A.A.P.L. NO. 610 – 1989


A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989

TABLE OF CONTENTS

 

Article

  

 

  

 

 

Title

  

Page

 

I.

  

DEFINITIONS

  

 

1

  

II.

  

EXHIBITS

  

 

2

  

III.

  

INTERESTS OF PARTIES

  

 

2

  

  

A.

  

OIL AND GAS INTERESTS:

  

 

2

  

  

B.

  

INTERESTS OF PARTIES IN COSTS AND PRODUCTION:

  

 

3

  

  

C.

  

SUBSEQUENTLY CREATED INTERESTS:

  

 

3

  

IV.

  

TITLES

  

 

4

  

  

A.

  

TITLE EXAMINATION:

  

 

4

  

  

B.

  

LOSS OR FAILURE OF TITLE:

  

 

4

  

  

  

  1.

 

Failure of Title

  

 

4

  

  

  

  2.

 

Loss by Non-Payment or Erroneous Payment of Amount Due

  

 

5

  

  

  

  3.

 

Other Losses

  

 

5

  

  

  

  4.

 

Curing Title

  

 

5

  

V.

  

OPERATOR

  

 

6

  

  

A.

  

DESIGNATION AND RESPONSIBILITIES OF OPERATOR:

  

 

6

  

  

B.

  

RESIGNATION OR REMOVAL OF OPERATOR AND SELECTION OF SUCCESSOR:

  

 

6

  

  

  

  1.

 

Resignation or Removal of Operator

  

 

6

  

  

  

  2.

 

Selection of Successor Operator

  

 

6

  

  

  

  3.

 

Effect of Bankruptcy

  

 

6

  

  

C.

  

EMPLOYEES AND CONTRACTORS:

  

 

7

  

  

D.

  

RIGHTS AND DUTIES OF OPERATOR:

  

 

7

  

  

  

  1.

 

Competitive Rates and Use of Affiliates

  

 

7

  

  

  

  2.

 

Discharge of Joint Account Obligations

  

 

7

  

  

  

  3.

 

Protection from Liens

  

 

7

  

  

  

  4.

 

Custody of Funds

  

 

7

  

  

  

  5.

 

Access to Contract Area and Records

  

 

7

  

  

  

  6.

 

Filing and Furnishing Governmental Reports

  

 

7

  

  

  

  7.

 

Drilling and Testing Operations

  

 

7

  

  

  

  8.

 

Cost Estimates

  

 

8

  

  

  

  9.

 

Insurance

  

 

8

  

VI.

  

DRILLING AND DEVELOPMENT

  

 

8

  

  

A.

  

INITIAL WELL:

  

 

8

  

  

B.

  

SUBSEQUENT OPERATIONS:

  

 

8

  

  

  

  1.

 

Proposed Operations

  

 

8

  

  

  

  2.

 

Operations by Less Than All Parties

  

 

9

  

  

  

  3.

 

Stand-By Costs

  

 

11

  

  

  

  4.

 

Deepening

  

 

11

  

  

  

  5.

 

Sidetracking

  

 

12

  

  

  

  6.

 

Order of Preference of Operations

  

 

12

  

  

  

  7.

 

Conformity to Spacing Pattern

  

 

12

  

  

  

  8.

 

Paying Wells

  

 

12

  

  

C.

  

COMPLETION OF WELLS; REWORKING AND PLUGGING BACK:

  

 

12

  

  

  

  1.

 

Completion

  

 

12

  

  

  

  2.

 

Rework, Recomplete or Plug Back

  

 

12

  

  

D.

  

OTHER OPERATIONS:

  

 

13

  

  

E.

  

ABANDONMENT OF WELLS:

  

 

13

  

  

  

  1.

 

Abandonment of Dry Holes

  

 

13

  

  

  

  2.

 

Abandonment of Wells That Have Produced

  

 

13

  

  

  

  3.

 

Abandonment of Non-Consent Operations

  

 

14

  

  

F.

  

TERMINATION OF OPERATIONS:

  

 

14

  

  

G.

  

TAKING PRODUCTION IN KIND:

  

 

14

  

  

  

(Option 1) Gas Balancing Agreement

  

 

14

  

  

  

(Option 2) No Gas Balancing Agreement

  

 

14

  

 

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A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989

TABLE OF CONTENTS

 

VII.

  

EXPENDITURES AND LIABILITY OF PARTIES

  

 

15

  

  

A.

  

LIABILITY OF PARTIES:

  

 

15

  

  

B.

  

LIENS AND SECURITY INTERESTS:

  

 

15

  

  

C.

  

ADVANCES:

  

 

16

  

  

D.

  

DEFAULTS AND REMEDIES:

  

 

17

  

  

  

  1.

 

Suspension of Rights

  

 

17

  

  

  

  2.

 

Suit for Damages

  

 

17

  

  

  

  3.

 

Deemed Non-Consent

  

 

17

  

  

  

  4.

 

Advance Payment

  

 

17

  

  

  

  5.

 

Costs and Attorneys’ Fees

  

 

17

  

  

E.

  

RENTALS, SHUT-IN WELL PAYMENTS AND MINIMUM ROYALTIES:

  

 

18

  

  

F.

  

TAXES:

  

 

18

  

VIII.

  

ACQUISITION, MAINTENANCE OR TRANSFER OF INTEREST

  

 

18

  

  

A.

  

SURRENDER OF LEASES:

  

 

18

  

  

B.

  

RENEWAL OR EXTENSION OF LEASES:

  

 

19

  

  

C.

  

ACREAGE OR CASH CONTRIBUTIONS:

  

 

20

  

  

D.

  

ASSIGNMENT; MAINTENANCE OF UNIFORM INTEREST:

  

 

20

  

  

E.

  

WAIVER OF RIGHTS TO PARTITION:

  

 

20

  

  

F.

  

PREFERENTIAL RIGHT TO PURCHASE:

  

 

21

  

IX.

  

INTERNAL REVENUE CODE ELECTION

  

 

21

  

X.

  

CLAIMS AND LAWSUITS

  

 

21

  

XI.

  

FORCE MAJEURE

  

 

22

  

XII.

  

NOTICES

  

 

22

  

XIII.

  

TERM OF AGREEMENT

  

 

22

  

XIV.

  

COMPLIANCE WITH LAWS AND REGULATIONS

  

 

23

  

  

A.

  

LAWS, REGULATIONS AND ORDERS:

  

 

23

  

  

B.

  

GOVERNING LAW:

  

 

23

  

  

C.

  

REGULATORY AGENCIES:

  

 

23

  

XV.

  

MISCELLANEOUS

  

 

23

  

  

A.

  

EXECUTION:

  

 

23

  

  

B.

  

SUCCESSORS AND ASSIGNS:

  

 

24

  

  

C.

  

COUNTERPARTS:

  

 

24

  

  

D.

  

SEVERABILITY

  

 

24

  

XVI.

  

OTHER PROVISIONS

  

 

24

  

 

ii


A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989

 

OPERATING AGREEMENT

THIS AGREEMENT, entered into by and between Haas Petroleum, LLC , hereinafter designated and referred to as “Operator,” and the signatory party or parties other than Operator, sometimes hereinafter referred to individually as “Non-Operator,” and collectively as “Non-Operators.”

WITNESSETH:

WHEREAS, the parties to this agreement are owners of Oil and Gas Leases and/or Oil and Gas Interests in the land identified in Exhibit “A,” and the parties hereto have reached an agreement to explore and develop these Leases and/or Oil and Gas Interests for the production of Oil and Gas to the extent and as hereinafter provided, NOW, THEREFORE, it is agreed as follows:

ARTICLE I.

DEFINITIONS

As used in this agreement, the following words and terms shall have the meanings here ascribed to them:

A. The term “AFE” shall mean an Authority for Expenditure prepared by a party to this agreement for the purpose of estimating the costs to be incurred in conducting an operation hereunder.

B. The term “Completion” or “Complete” shall mean a single operation intended to complete a well as a producer of Oil and Gas in one or more Zones, including, but not limited to, the setting of production casing, perforating, well stimulation and production testing conducted in such operation.

C. The term “Contract Area” shall mean all of the lands, Oil and Gas Leases and/or Oil and Gas Interests intended to be developed and operated for Oil and Gas purposes under this agreement. Such lands, Oil and Gas Leases and Oil and Gas Interests are described in Exhibit “A.”

D. The term “Deepen” shall mean a single operation whereby a well is drilled to an objective Zone below the deepest Zone in which the well was previously drilled, or below the Deepest Zone proposed in the associated AFE, whichever is the lesser.

E. The terms “Drilling Party” and “Consenting Party” shall mean a party who agrees to join in and pay its share of the cost of any operation conducted under the provisions of this agreement.

F. The term “Drilling Unit” shall mean the area fixed for the drilling of one well by order or rule of any state or federal body having authority. If a Drilling Unit is not fixed by any such rule or order, a Drilling Unit shall be the drilling unit as established by the pattern of drilling in the Contract Area unless fixed by express agreement of the Drilling Parties.

G. The term “Drillsite” shall mean the Oil and Gas Lease or Oil and Gas Interest on which a proposed well is to be located.

H. The term “Initial Well” shall mean the well required to be drilled by the parties hereto as provided in Article VI.A.

I. The term “Non-Consent Well” shall mean a well in which less than all parties have conducted an operation as provided in Article VI.B.2.

J. The terms “Non-Drilling Party” and “Non-Consenting Party” shall mean a party who elects not to participate in a proposed operation.

K. The term “Oil and Gas” shall mean oil, gas, casinghead gas, gas condensate, and/or all other liquid or gaseous hydrocarbons and other marketable substances produced therewith, unless an intent to limit the inclusiveness of this term is specifically stated.

L. The term “Oil and Gas Interests” or “Interests” shall mean unleased fee and mineral interests in Oil and Gas in tracts of land lying within the Contract Area which are owned by parties to this agreement.

 

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A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989

 

M. The terms “Oil and Gas Lease,” “Lease” and “Leasehold” shall mean the oil and gas leases or interests therein covering tracts of land lying within the Contract Area which are owned by the parties to this agreement.

N. The term “Plug Back” shall mean a single operation whereby a deeper Zone is abandoned in order to attempt a Completion in a shallower Zone.

O. The term “Recompletion” or “Recomplete” shall mean an operation whereby a Completion in one Zone is abandoned in order to attempt a Completion in a different Zone within the existing wellbore.

P. The term “Rework” shall mean an operation conducted in the wellbore of a well after it is Completed to secure, restore, or improve production in a Zone which is currently open to production in the wellbore. Such operations include, but are not limited to, well stimulation operations but exclude any routine repair or maintenance work or drilling, Sidetracking, Deepening, Completing, Recompleting, or Plugging Back of a well.

Q. The term “Sidetrack” shall mean the directional control and intentional deviation of a well from vertical so as to change the bottom hole location unless done to straighten the hole or drill around junk in the hole to overcome other mechanical difficulties.

R. The term “Zone” shall mean a stratum of earth containing or thought to contain a common accumulation of Oil and Gas separately producible from any other common accumulation of Oil and Gas.

Unless the context otherwise clearly indicates, words used in the singular include the plural, the word “person” includes natural and artificial persons, the plural includes the singular, and any gender includes the masculine, feminine, and neuter.

ARTICLE II.

EXHIBITS

The following exhibits, as indicated below and attached hereto, are incorporated in and made a part hereof:

 

  X  

 

A.

  

Exhibit “A,” shall include the following information:

 

  

(1) Description of lands subject to this agreement,

 

  

(2) Restrictions, if any, as to depths, formations, or substances,

 

  

(3) Parties to agreement with addresses and telephone numbers for notice purposes,

 

  

(4) Percentages or fractional interests of parties to this agreement,

 

  

(5) Oil and Gas Leases and/or Oil and Gas Interests subject to this agreement,

 

  

(6) Burdens on production.

  X  

 

B.

  

Exhibit “B,” Form of Lease.

  X  

 

C.

  

Exhibit “C,” Accounting Procedure.

 

 

D.

  

Exhibit “D,” Insurance.

 

 

E.

  

Exhibit “E,” Gas Balancing Agreement.

 

 

F.

  

Exhibit “F,” Non-Discrimination and Certification of Non-Segregated Facilities.

 

 

G.

  

Exhibit “G,” Tax Partnership.

  X  

 

H.

  

Other: Participation Agreement between MorMeg, LLC Haas Petroleum, LLC and Black Sable Energy

If any provision of any exhibit, except Exhibits “E,” “F” and “G,” is inconsistent with any provision contained in the body of this agreement, the provisions in the body of this agreement shall prevail.

ARTICLE III.

INTERESTS OF PARTIES

A. Oil and Gas Interests:

If any party owns an Oil and Gas Interest in the Contract Area, that Interest shall be treated for all purposes of this agreement and during the term hereof as if it were covered by the form of Oil and Gas Lease attached hereto as Exhibit “B,” and the owner thereof shall be deemed to own both royalty interest in such lease and the interest of the lessee thereunder.

 

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A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989

 

B. Interests of Parties in Costs and Production:

Unless changed by other provisions, all costs and liabilities incurred in operations under this agreement shall be borne and paid, and all equipment and materials acquired in operations on the Contract Area shall be owned, by the parties as their interests are set forth in Exhibit “A.” In the same manner, the parties shall also own all production of Oil and Gas from the Contract Area subject, however, to the payment of royalties and other burdens on production as described hereafter.

Regardless of which party has contributed any Oil and Gas Lease or Oil and Gas Interest on which royalty or other burdens may be payable and except as otherwise expressly provided in this agreement, each party shall pay or deliver, or cause to be paid or delivered, all burdens on its share of the production from the Contract Area up to, but not in excess of, the royalty burdens stipulated in each lease and shall indemnify, defend and hold the other parties free from any liability therefor. Except as otherwise expressly provided in this agreement, if any party has contributed hereto any Lease or Interest which is burdened with any royalty, overriding royalty, production payment or other burden on production in excess of the amounts stipulated above, such party so burdened shall assume and alone bear all such excess obligations and shall indemnify, defend and hold the other parties hereto harmless from any and all claims attributable to such excess burden. However, so long as the Drilling Unit for the productive Zone(s) is identical with the Contract Area, each party shall pay or deliver, or cause to be paid or delivered, all burdens on production from the Contract Area due under the terms of the Oil and Gas Lease(s) which such party has contributed to this agreement, and shall indemnify, defend and hold the other parties free from any liability therefor.

No party shall ever be responsible, on a price basis higher than the price received by such party, to any other party’s lessor or royalty owner, and if such other party’s lessor or royalty owner should demand and receive settlement on a higher price basis, the party contributing the affected Lease shall bear the additional royalty burden attributable to such higher price.

Nothing contained in this Article III.B. shall be deemed an assignment or cross-assignment of interests covered hereby, and in the event two or more parties contribute to this agreement jointly owned Leases, the parties’ undivided interests in said Leaseholds shall be deemed separate leasehold interests for the purposes of this agreement.

C. Subsequently Created Interests:

If any party has contributed hereto a Lease or Interest that is burdened with an assignment of production given as security for the payment of money, or if, after the date of this agreement, any party creates an overriding royalty, production payment, net profits interest, assignment of production or other burden payable out of production attributable to its working interest hereunder, such burden shall be deemed a “Subsequently Created Interest.” Further, if any party has contributed hereto a Lease or Interest burdened with an overriding royalty, production payment, net profits interests, or other burden payable out of production created prior to the date of this agreement, and such burden is not shown on Exhibit “A,” such burden also shall be deemed a Subsequently Created Interest to the extent such burden causes the burdens on such party’s Lease or Interest to exceed the amount stipulated in Article III.B. above.

The party whose interest is burdened with the Subsequently Created Interest (the “Burdened Party”) shall assume and alone bear, pay and discharge the Subsequently Created Interest and shall indemnify, defend and hold harmless the other parties from and against any liability therefor. Further, if the Burdened Party fails to pay, when due, its share of expenses chargeable hereunder, all provisions of Article VII.B. shall be enforceable against the Subsequently Created Interest in the same manner as they are enforceable against the working interest of the Burdened Party. If the Burdened Party is required under this agreement to assign or relinquish to any other party, or parties, all or a portion of its working interest and/or the production attributable thereto, said other party, or parties, shall receive said assignment and/or production free and clear of said Subsequently Created Interest, and the Burdened Party shall indemnify, defend and hold harmless said other party, or parties, from any and all claims and demands for payment asserted by owners of the Subsequently Created Interest.

 

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A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989

 

ARTICLE IV.

TITLES

A. Title Examination:

Title examination shall be made on the Drillsite of any proposed well prior to commencement of drilling operations and, if a majority in interest of the Drilling Parties so request or Operator so elects, title examination shall be made on the entire Drilling Unit, or maximum anticipated Drilling Unit, of the well. The opinion will include the ownership of the working interest, minerals, royalty, overriding royalty and production payments under the applicable Leases. Each party contributing Leases and/or Oil and Gas Interests to be included in the Drillsite or Drilling Unit, if appropriate, shall furnish to Operator all abstracts (including federal lease status reports), title opinions, title papers and curative material in its possession free of charge. All such information not in the possession of or made available to Operator by the parties, but necessary for the examination of the title, shall be obtained by Operator. Operator shall cause title to be examined by attorneys on its staff or by outside attorneys. Copies of all title opinions shall be furnished to each Drilling Party. Costs incurred by Operator in procuring abstracts, fees paid outside attorneys for title examination (including preliminary, supplemental, shut-in royalty opinions and division order title opinions) and other direct charges as provided in Exhibit “C” shall be borne by the Drilling Parties in the proportion that the interest of each Drilling Party bears to the total interest of all Drilling Parties as such interests appear in Exhibit “A.” Operator shall make no charge for services rendered by its staff attorneys or other personnel in the performance of the above functions.

Each party shall be responsible for securing curative matter and pooling amendments or agreements required in connection with Leases or Oil and Gas Interests contributed by such party. Operator shall be responsible for the preparation and recording of pooling designations or declarations and communitization agreements as well as the conduct of hearings before governmental agencies for the securing of spacing or pooling orders or any other orders necessary or appropriate to the conduct of operations hereunder. This shall not prevent any party from appearing on its own behalf at such hearings. Costs incurred by Operator, including fees paid to outside attorneys, which are associated with hearings before governmental agencies, and which costs are necessary and proper for the activities contemplated under this agreement, shall be direct charges to the joint account and shall not be covered by the administrative overhead charges as provided in Exhibit “C.”

Operator shall make no charge for services rendered by its staff attorneys or other personnel in the performance of the above functions.

No well shall be drilled on the Contract Area until after (1) the title to the Drillsite or Drilling Unit, if appropriate, has been examined as above provided, and (2) the title has been approved by the examining attorney or title has been accepted by all of the Drilling Parties in such well.

B. Loss or Failure of Title:

1. Failure of Title: Should any Oil and Gas Interest or Oil and Gas Lease be lost through failure of title, which results in a reduction of interest from that shown on Exhibit “A,” the party credited with contributing the affected Lease or Interest (including, if applicable, a successor in interest to such party) shall have ninety (90) days from final determination of title failure to acquire a new lease or other instrument curing the entirety of the title failure, which acquisition will not be subject to Article VIII.B., and failing to do so, this agreement, nevertheless, shall continue in force as to all remaining Oil and Gas Leases and Interests; and,

(a) The party credited with contributing the Oil and Gas Lease or Interest affected by the title failure (including, if applicable, a successor in interest to such party) shall bear alone the entire loss and it shall not be entitled to recover from Operator or the other parties any development or operating costs which it may have previously paid or incurred, but there shall be no additional liability on its part to the other parties hereto by reason of such title failure;

(b) There shall be no retroactive adjustment of expenses incurred or revenues received from the operation of the Lease or Interest which has failed, but the interests of the parties contained on Exhibit “A” shall be revised on an acreage basis, as of the time it is determined finally that title failure has occurred, so that the interest of the party whose Lease or Interest is affected by the title failure will thereafter be reduced in the Contract Area by the amount of the Lease or Interest failed;

(c) If the proportionate interest of the other parties hereto in any producing well previously drilled on the Contract Area is increased by reason of the title failure, the party who bore the costs incurred in connection with such well attributable to the Lease or Interest which has failed shall receive the proceeds attributable to the increase in such interest (less costs and burdens attributable thereto) until it has been reimbursed for unrecovered costs paid by it in connection with such well attributable to such failed Lease or Interest;

 

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A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989

 

(d) Should any person not a party to this agreement, who is determined to be the owner of any Lease or Interest which has failed, pay in any manner any part of the cost of operation, development, or equipment, such amount shall be paid to the party or parties who bore the costs which are so refunded;

(e) Any liability to account to a person not a party to this agreement for prior production of Oil and Gas which arises by reason of title failure shall be borne severally by each party (including a predecessor to a current party) who received production for which such accounting is required based on the amount of such production received, and each such party shall severally indemnify, defend and hold harmless all other parties hereto for any such liability to account;

(f) No charge shall be made to the joint account for legal expenses, fees or salaries in connection with the defense of the Lease or Interest claimed to have failed, but if the party contributing such Lease or Interest hereto elects to defend its title it shall bear all expenses in connection therewith; and

(g) If any party is given credit on Exhibit “A” to a Lease or Interest which is limited solely to ownership of an interest in the wellbore of any well or wells and the production therefrom, such party’s absence of interest in the remainder of the Contract Area shall be considered a Failure of Title as to such remaining Contract Area unless that absence of interest is reflected on Exhibit “A.”

2. Loss by Non-Payment or Erroneous Payment of Amount Due : If, through mistake or oversight, any rental, shut-in well payment, minimum royalty or royalty payment, or other payment necessary to maintain all or a portion of an Oil and Gas Lease or interest is not paid or is erroneously paid, and as a result a Lease or Interest terminates, there shall be no monetary liability against the party who failed to make such payment. Unless the party who failed to make the required payment secures a new Lease or Interest covering the same interest within ninety (90) days from the discovery of the failure to make proper payment, which acquisition will not be subject to Article VIII.B., the interests of the parties reflected on Exhibit “A” shall be revised on an acreage basis, effective as of the date of termination of the Lease or Interest involved, and the party who failed to make proper payment will no longer be credited with an interest in the Contract Area on account of ownership of the Lease or Interest which has terminated. If the party who failed to make the required payment shall not have been fully reimbursed, at the time of the loss, from the proceeds of the sale of Oil and Gas attributable to the lost Lease or Interest, calculated on an acreage basis, for the development and operating costs previously paid on account of such Lease or Interest, it shall be reimbursed for unrecovered actual costs previously paid by it (but not for its share of the cost of any dry hole previously drilled or wells previously abandoned) from so much of the following as is necessary to effect reimbursement:

(a) Proceeds of Oil and Gas produced prior to termination of the Lease or Interest, less operating expenses and lease burdens chargeable hereunder to the person who failed to make payment, previously accrued to the credit of the lost Lease or Interest, on an acreage basis, up to the amount of unrecovered costs;

(b) Proceeds of Oil and Gas, less operating expenses and lease burdens chargeable hereunder to the person who failed to make payment, up to the amount of unrecovered costs attributable to that portion of Oil and Gas thereafter produced and marketed (excluding production from any wells thereafter drilled) which, in the absence of such Lease or Interest termination, would be attributable to the lost Lease or Interest on an acreage basis and which as a result of such Lease or Interest termination is credited to other parties, the proceeds of said portion of the Oil and Gas to be contributed by the other parties in proportion to their respective interests reflected on Exhibit “A”; and,

(c) Any monies, up to the amount of unrecovered costs, that may be paid by any party who is, or becomes, the owner of the Lease or Interest lost, for the privilege of participating in the Contract Area or becoming a party to this agreement.

3. Other Losses: All losses of Leases or Interests committed to this agreement, other than those set forth in Articles IV. B.1. and IV.B.2. above, shall be joint losses and shall be borne by all parties in proportion to their interests shown on Exhibit “A.” This shall include but not be limited to the loss of any Lease or Interest through failure to develop or because express or implied covenants have not been performed (other than performance which requires only the payment of money), and the loss of any Lease by expiration at the end of its primary term if it is not renewed or extended. There shall be no readjustment of interests in the remaining portion of the Contract Area on account of any joint loss.

4. Curing Title: In the event of a Failure of Title under Article IV.B.1. or a loss of title under Article IV.B.2. above, any Lease or Interest acquired by any party hereto (other than the party whose interest has failed or was lost) during the ninety (90) day period provided by Article IV.B.1. and Article IV.B.2. above covering all or a portion of the interest that has failed or was lost shall be offered at cost to the party whose interest has failed or was lost, and the provisions of Article VIII.B. shall not apply to such acquisition.

 

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A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989

 

ARTICLE V.

OPERATOR

A. Designation and Responsibilities of Operator:

Haas Petroleum, LLC shall be the Operator of the Contract Area, and shall conduct and direct and have full control of all operations on the Contract Area as permitted and required by, and within the limits of this agreement. In its performance of services hereunder for the Non-Operators, Operator shall be an independent contractor not subject to the control or direction of the Non-Operators except as to the type of operation to be undertaken in accordance with the election procedures contained in this agreement. Operator shall not be deemed, or hold itself out as, the agent of the Non-Operators with authority to bind them to any obligation or liability assumed or incurred by Operator as to any third party. Operator shall conduct its activities under this agreement as a reasonable prudent operator, in a good and workmanlike manner, with due diligence and dispatch, in accordance with good oilfield practice, and in compliance with applicable law and regulation, but in no event shall it have any liability as Operator to the other parties for losses sustained or liabilities incurred except such as may result from gross negligence or willful misconduct.

B. Resignation or Removal of Operator and Selection of Successor:

1. Resignation or Removal of Operator: Operator may resign at any time by giving written notice thereof to Non-Operators. If Operator terminates its legal existence, no longer owns an interest hereunder in the Contract Area, or is no longer capable of serving as Operator, Operator shall be deemed to have resigned without any action by Non-Operators, except the selection of a successor. Operator may be removed only for good cause by the affirmative vote of Non-Operators owning a majority interest based on ownership as shown on Exhibit “A” remaining after excluding the voting interest of Operator; such vote shall not be deemed effective until a written notice has been delivered to the Operator by a Non-Operator detailing the alleged default and Operator has failed to cure the default within thirty (30) days from its receipt of the notice or, if the default concerns an operation then being conducted, within forty-eight (48) hours of its receipt of the notice. For purposes hereof, “good cause” shall mean not only gross negligence or willful misconduct but also the material breach of or inability to meet the standards of operation contained in Article V.A. or material failure or inability to perform its obligations under this agreement.

Subject to Article VII.D.1., such resignation or removal shall not become effective until 7:00 o’clock A.M. on the first day of the calendar month f


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