SOLICITING DEALER AGREEMENTMewbourne Energy 04-05 Drilling Programs

 

<PAGE>

 

                                                                     EXHIBIT 1.1

 

                           SOLICITING DEALER AGREEMENT

 

                    Mewbourne Energy 04-05 Drilling Programs

 

                               ____________, 2004

 

Gentlemen:

 

         Mewbourne Development Corporation, a Delaware corporation ("MD"), is or

proposes to be the sole managing general partner (in such capacity the "Managing

Partner") in a series of two limited partnerships (the "Partnerships") formed

pursuant to the Delaware Revised Uniform Limited Partnership Act (the "Delaware

Act"). MD intends to name the Partnerships as follows: Mewbourne Energy Partners

04-A, L.P. and Mewbourne Energy Partners 05-A, L.P. Each Partnership will

participate in a program, governed by a Drilling Program Agreement (the "Program

Agreement") among Mewbourne Oil Company, a Delaware corporation ("MOC"), MD and

such Partnership, the primary purpose of which will be to drill Developmental

Wells (as such term is defined in the Prospectus referred to below).

 

         On behalf of the Partnership and MD, a Registration Statement on Form

S-1 (Registration No._________) dated ___________, as amended, relating to the

offer and sale of the Interests (hereinafter defined) was filed with the

Securities and Exchange Commission (the "Commission") under the Securities Act

of 1933, (the "Act"). On _________, 2004, MD filed with the Commission on behalf

of the Partnerships Amendment No. 1 to the Registration Statement. The

Registration Statement was declared effective by the Commission on ________,

2004. MD, the Partnerships and the Interests are described in the Prospectus

dated ________, 2004 (the "Prospectus") that forms a part of the Registration

Statement. As used in this Soliciting Dealer Agreement (this "Agreement"), the

terms "Prospectus" and "Registration Statement" refer solely to the Prospectus

and Registration Statement, as amended, described above, except that (i) from

and after the date on which any post-effective amendment to the Registration

Statement is declared effective by the Commission, the term "Registration

Statement" shall refer to the Registration Statement as amended by that

post-effective amendment, and the term "Prospectus" shall refer to the

Prospectus then forming a part of the Registration Statement, and (ii) if the

Prospectus filed by MD pursuant to Rule 424(b) or (c) promulgated by the

Commission under the Act differs from the Prospectus on file with the Commission

at the time the Registration Statement or any post-effective amendment thereto

shall have become effective, the term "Prospectus" shall refer to the Prospectus

filed pursuant thereto from and after the date on which it was filed. Terms

defined in the Prospectus and not otherwise defined herein will have the

meanings set forth in the Prospectus.

 

         MD desires to raise a minimum of $1,000,000 and a maximum of

$25,000,000 in capital for each Partnership by the sale of up to an aggregate of

$50,000,000 of limited partner interests (the "Limited Partner Interests") and

general partner interests (the "General Partner Interests") in the Partnerships

(the Limited Partner Interests and the General Partner Interests are

collectively referred to as the "Interests"). The Interests will be offered in

$1,000 increments, with a minimum purchase of twenty Interests ($20,000).

 

         Mewbourne Securities, Inc., a Texas corporation (the "Dealer Manager")

has entered into a Dealer Manager Agreement with the Managing Partner under

which the Dealer Manager is appointed the exclusive agent of the Managing

Partner and of the Partnerships to form a group of National Association of

Securities Dealers, Inc. member firms who will solicit subscribers for the

purchase of Interests.

 

         The following are the terms on which the Managing Partner, on behalf of

the Partnership, and the Dealer Manager appoint you and you agree to such

appointment to solicit subscribers for the purchase of Interests:

 

         Section 1. Appointment as Soliciting Dealer. On the basis of the

representations, warranties and covenants contained in this Agreement, but

subject to the terms and conditions set forth herein, you are hereby appointed

to serve as a soliciting dealer ("Soliciting Dealer") during the Offering Period

(as defined below) for Interests in both Partnerships for the purpose of finding

subscribers for the Interests through a public offering, at the price of $1,000

per Interest, with a minimum subscription of twenty Interests ($20,000), as

described in the

 

<PAGE>

 

Mewbourne Development 04-05 Drilling Program

Soliciting Dealer Agreement

_____________, 2004

Page 2

 

Prospectus. The "Offering Period" (as such term is used in this Agreement) for

Interests in Mewbourne Energy Partners 04-A, L.P. will commence on or about the

date on which the Registration Statement is declared effective and will end no

later than December 31, 2004 unless the Managing Partner accelerates or delays

such termination date. The Offering Period for Interests in Mewbourne Energy

Partners 05-A, L.P. will commence on ________, 2005 and will end no later than

December 31, 2005. MD has the right in its sole and absolute discretion to

terminate the offering of Interests and end the Offering Period at any time. You

hereby accept appointment as a Soliciting Dealer and agree on the terms and

conditions set forth in this Agreement to use your reasonable efforts to solicit

subscriptions for the Interests during each Offering Period and until the

earlier of (i) the termination of the Offering Period or (ii) the Closing (as

hereinafter defined) with respect to that Partnership. Neither your acceptance

of that appointment nor this Agreement shall constitute you and MD or a

Partnership as an association, partnership, unincorporated business or other

separate entity. If an offering for Interests in a Partnership is commenced and

subscriptions funds of $1,000,000 or more are not received by the termination of

that Partnership's Offering Period with respect to Interests in that

Partnership, all subscription funds received by the termination of such Offering

Period with respect to Interests in that Partnership shall be returned in full

to the subscribers, together with any interest earned thereon, if any (as

provided in the Prospectus), and this Agreement as to that Partnership will

terminate without obligation on your part or on the part of MD, except that (a)

you will promptly, upon notice, transmit to MD any sales commissions and due

diligence fees received by you pursuant to Section 6(b) hereof, and (b) the

indemnification and contribution provisions of Section 9 hereof shall continue

after such termination of this Agreement. In the event that you violate the

terms, conditions, agreements or warranties herein, the Managing Partner or the

Dealer Manager, in their sole and absolute discretion, may terminate this

Agreement.

 

         Section 2. Representations and Warranties of MD and the Dealer Manager.

MD, in its individual capacity and in its capacity as Managing Partner, and the

Dealer Manager, jointly and severally, hereby represent and warrant to you that:

 

         (a)      In the name and on behalf of the Partnerships, MD has prepared

and filed with the Commission the Registration Statement (including the

Prospectus) for the registration of the offering and sale of the Interests under

the Act. The Registration Statement has become and is effective under the Act.

Copies of the Registration Statement and the Prospectus have been or will be

delivered to you.

 

         (b)      On the Closing Date (as hereinafter defined) for the sale of

Interests in a Partnership, the related Partnership will be a limited

partnership duly formed and validly existing under the laws of the State of

Delaware and will be duly qualified or registered as a foreign limited

partnership or otherwise qualified as a limited partnership in each jurisdiction

in which the nature of the activities conducted by it or the nature of the

assets owned by it make such qualification necessary (except where the failure

to so qualify or register would not have a material adverse effect on the

Partnership or the rights or liabilities of its General or Limited Partners). In

addition, such Partnership shall have full and adequate partnership power and

partnership authority to enter into and perform this Agreement and the related

Program Agreement and to own its properties and to conduct its business as

proposed in the Prospectus.

 

         (c)      MD is, and at all times through the Closing Date will be, a

corporation, validly existing and in good standing under the laws of the State

of Delaware with full and adequate corporate power and corporate authority to

enter into and perform this Agreement and the Agreement of Partnership and to

own its properties and to conduct its business as presently conducted and as

proposed in the Prospectus to be conducted.

 

         (d)      Each subscriber for Limited Partner Interests will become a

Limited Partner of the Partnership entitled to all the rights of a Limited

Partner under the Agreement of Partnership for the Partnership and the Delaware

Act upon (i) payment of the consideration for those Limited Partner Interests

specified in that subscriber's Subscription Agreement and (ii) acceptance by the

Managing Partner of that subscriber as a Limited Partner. Each subscriber for

General Partnership Interests will become a General Partner of the Partnership

entitled to all the rights of a General Partner under the Agreement of

Partnership for the Partnership and the Delaware Act upon (i) payment of the

consideration for those General Partner Interests specified in that subscriber's

Subscription Agreement and (ii) acceptance by the Managing Partner of that

subscriber as a General Partner. The Interests, when sold and paid

 

<PAGE>

 

Mewbourne Development 04-05 Drilling Program

Soliciting Dealer Agreement

_____________, 2004

Page 3

 

for as contemplated by the Prospectus, will represent validly authorized and

duly issued Interests and those Interests will conform in all material respects

to the statements relating thereto contained in the Prospectus, including the

Form of Agreement of Partnership attached as Exhibit A thereto.

 

         (e)      This Agreement has been duly and validly authorized by MD and

the Dealer Manager. MD and the Dealer Manager have duly executed and delivered

this Agreement, which constitutes a valid and binding agreement of MD and the

Dealer Manager enforceable in accordance with its terms (except to the extent

that the enforceability of the indemnification provisions of Section 9 hereof

may be limited under federal securities laws or to the extent the enforceability

of this Agreement may be limited by bankruptcy, insolvency, reorganization,

moratorium or similar laws affecting the right of creditors generally).

 

         (f)      The Commission has not issued any order preventing or

suspending the use of the Prospectus.

 

         (g)      From the time the Registration Statement initially became

effective through the Closing Date, the Registration Statement and the

Prospectus did and will comply in all material respects with the provisions of

the Act, and neither the Registration Statement and the Prospectus nor any Sales

Literature (as hereinafter defined) contains or will contain any untrue

statement of a material fact or omit to state a material fact necessary in order

to make the statements therein, in light of the circumstances under which they

were made, not misleading; provided, however, that the representations and

warranties contained in this subsection (g) shall not apply to statements in, or

omissions from, the Registration Statement, the Prospectus or the Sales

Literature based upon and in conformity with information furnished to MD or a

Partnership by you in writing specifically for use in the Registration

Statement, the Prospectus or Sales Literature.

 

         (h)      Based upon the opinion of Vinson & Elkins L.L.P., counsel for

MD, and subject to the assumptions and representations expressed therein, under

existing federal income tax laws and regulations the Partnership, upon its

formation, will be classified as a partnership for federal income tax purposes.

A Partnership, at the related Closing, will be classified as a partnership for

federal income tax purposes, and at all times subsequent hereto, MD will use its

best efforts to maintain the status of the Partnership as a partnership for

federal income tax purposes.

 

         (i)      Except as disclosed in the Prospectus, there is no litigation

or governmental proceeding pending or, to the best knowledge of MD, threatened

that involves the offering of the Interests or any of the properties or

businesses of MD that would, if adversely decided, materially and adversely

affect (financially or otherwise) the operation of the business of the

Partnership, MD or the offering.

 

         (j)      MD is not in violation of the Agreements of Partnership or in

material default in the performance of any obligation, agreement or condition

contained in any agreement by which a Partnership is bound. The execution and

delivery of this Agreement and the Agreements of Partnership, the fulfillment of

the terms set forth herein and therein and the consummation of the transactions

contemplated herein and therein and in the Prospectus will not conflict with or

constitute a breach of or material default under the Agreements of Partnership

or under the certificate of incorporation or bylaws of MD or under any other

agreement, indenture or instrument by which a Partnership or MD is bound or, to

the best knowledge of MD, any law, rule, regulation, order or decree of any

court or any governmental body or administrative agency applicable to MD or a

Partnership.

 

         (k)      The financial information (including without limitation the

balance sheets and any accompanying notes and schedules) presented in the

Prospectus concerning MD presents fairly MD's financial position as of the dates

thereof in accordance with generally accepted accounting principles, and there

has been, and through the Closing Date shall be, no material adverse change in

its financial condition since the date of that information.

 

         (l)      There has been no material adverse change in the condition,

business or properties of MD, financial or otherwise, from that on the latest

dates as of which such condition, business or properties are set forth in the

Prospectus, except as referred to therein, and such properties and business

substantially conform and shall at the

 

<PAGE>

 

Mewbourne Development 04-05 Drilling Program

Soliciting Dealer Agreement

_____________, 2004

Page 4

 

Closing Date with respect to the related Partnership substantially conform to

the descriptions thereof contained in the Prospectus.

 

         (m)      MD will timely apply, on behalf of the Partnership, to the

Internal Revenue Service for a tax shelter registration number and, if such a

number is received, will furnish such number to the General and Limited Partners

of such Partnership within a reasonable time after their admission to the

Partnership or within a reasonable time after the Partnership has received such

number, whichever occurs later.

 

         Section 3. Covenants and Representations of Soliciting Dealer. You

covenant with and represent to MD that:

 

         (a)      You are, and at all times through the last Closing Date will

be, a corporation, validly existing and in good standing as a corporation under

the laws of the jurisdiction set forth on the signature page hereof, with full

and adequate corporate power and corporate authority to enter into and perform

this Agreement.

 

         (b)      This Agreement has been duly and validly authorized by you.

You have duly executed and delivered this Agreement, which constitutes a valid

and binding agreement of you enforceable in accordance with its terms (except to

the extent that the enforceability of the indemnification provisions of Section

9 hereof may be limited under federal securities law or to the extent the

enforceability of this Agreement may be limited by bankruptcy, insolvency,

reorganization, moratorium or similar laws affecting the rights of creditors

generally).

 

         (c)      You will not offer to sell Interests to, solicit offers to buy

Interests from, or transmit Subscription Agreements to, any person on behalf of

MD that you have reasonable grounds to believe (based on information obtained

from such person or otherwise known to you) does not meet the age, net worth,

annual income or other standards applicable to that person as set forth in the

Subscription Agreement.

 

         (d)      You will deliver a copy of the Prospectus, containing such

legends as directed by MD, to each subscriber to whom you sell the Interests at

or before the completion of any sale of Interests to such subscriber (which sale

shall be deemed, for the purposes of this Agreement to occur on the date on

which that subscriber delivers subscription funds to the escrow agent), or

earlier if required by the blue sky or securities laws of any state. You have

not and will not give any information or make any representation in connection

with the offer or sale of Interests other than as contained in the Prospectus,

and will not publish, circulate or otherwise distribute without MD's approval

any solicitation material other than the Prospectus and other sales material

("Sales Literature") provided to you by MD specifically for distribution to

subscribers with the Prospectus. Any such Sales Literature, if distributed, must

have been preceded or must be accompanied by the Prospectus. You agree not to

discuss any specific oil and gas prospect or to refer to any such oil and gas

prospect in any analysis or report on the Interests prepared by you or on your

behalf.

 

         (e)      You will make offers to sell Interests to, sell to or solicit

offers to subscribe for Interests from persons in only those states or other

jurisdictions where MD represents to you in writing that such Interests may be

offered and sold and you agree to make reasonable efforts to comply with all

applicable laws, rules and regulations of those states and jurisdictions in

which you offer or sell Interests.

 

         (f)      You are and on the last Closing Date will be (i) a securities

broker-dealer registered with the Securities and Exchange Commission and any

jurisdiction where broker-dealer registration is required in order to offer and

sell the Interests and (ii) a member in good standing of the National

Association of Securities Dealers, Inc. ("NASD").

 

         (g)      You agree to make reasonable efforts to comply with all rules

of the NASD applicable to you in connection with the offering of Interests

including, without limitation, the following provisions:

 

<PAGE>

 

Mewbourne Development 04-05 Drilling Program

Soliciting Dealer Agreement

_____________, 2004

Page 5

 

                         2730. SECURITIES TAKEN IN TRADE

 

                  (a)      A member engaged in a fixed price offering, who

         purchases or arranges the purchase of securities taken in trade, shall

         purchase the securities at a fair market price at the time of purchase

         or shall act as agent in the sale of such securities and charge a

         normal commission therefor.

 

                  (b)      When used in this Rule:

 

                           (1)      the term "taken in trade" means the purchase

                  by a member as principal, or as agent for the account of

                  another, of a security from a customer pursuant to an

                  agreement or understanding that the customer purchase

                  securities from the member which are part of a fixed price

                  offering.

 

                           (2)      the term "fair market price" means a price

                  not higher than the price at which the securities would be

                  purchased from the customer or from a similarly situated

                  customer in the ordinary course of business by a dealer in

                  such securities in transactions of similar size and having

                  similar characteristics but not involving a security taken in

                  trade.

 

                           (3)      the term "normal commission" means an amount

                  of commission which the member would normally charge to that

                  customer or a similarly situated customer in the ordinary

                  course of business in transactions of similar size and having

                  similar characteristics but not involving a security taken in

                  trade.

 

                  (c)      For purposes of this Rule a member shall be:

 

                           (1)      deemed, with respect to securities other

                  than common stocks, to have taken such securities in trade at

                  a fair market price when the price paid is not higher than the

                  highest independent bid for the securities at the time of

                  purchase, if such bid quotations for the securities are

                  readily available.

 

                           (2)      presumed, with respect to common stocks, to

                  have taken such common stocks in trade at a fair market price

                  when the price paid is not higher than the highest independent

                  bid for the securities at the time of purchase, if such bid

                  quotations for the securities are readily available.

 

                           (3)      presumed to have taken a security in trade

                  at a price higher than a fair market price when the price paid

                  is higher than the lowest independent offer for the securities

                  at the time of purchase, if such offer quotations for the

                  securities are readily available.

 

                  (d)      A member, in connection with every transaction

         subject to this Rule, shall with respect to:

 

                           (1)      common stocks, which are traded on a

                  national securities exchange or for which quotations are

                  entered in an automated quotation system, obtain the necessary

                  bid and offer quotations from the national securities exchange

                  or from the automated quotation system; and

 

                           (2)      other securities and common stocks not

                  included in subparagraph (1) above, obtain directly or with

                  the assistance of an independent agent bid and offer

                  quotations from two or more independent dealers relating to

                  the securities to be taken in trade or, if such quotations are

                  not readily available, exercise its best efforts to obtain

                  such quotations with respect to securities having similar

                  characteristics and of similar quality as those to be taken in

                  trade.

 

<PAGE>

 

Mewbourne Development 04-05 Drilling Program

Soliciting Dealer Agreement

_____________, 2004

Page 6

 

                  (e)      A member who purchases a security taken in trade

         shall keep or cause to be kept adequate records to demonstrate

         compliance with this Rule and shall preserve the records for at least

         24 months after the transaction. If an independent agent is used for

         the purpose of obtaining quotations, the member must request the agent

         to identify the dealers from whom the quotations were obtained and the

         time and date they were obtained or request the agent to keep and

         maintain for at least 24 months a record containing such information.

 

            2740. SELLING CONCESSIONS, DISCOUNTS AND OTHER ALLOWANCES

 

                  In connection with the sale of securities which are part of a

         fixed price offering:

 

                  (a)      A member may not grant or receive selling

         concessions, discounts, or other allowances except as consideration for

         services rendered in distribution and may not grant such concessions,

         discounts or other allowances to anyone other than a broker or dealer

         actually engaged in the investment banking or securities business;

         provided, however, that nothing in this Rule shall prevent any member

         from (1) selling any such securities to any person, or account managed

         by any person, to whom it has provided or will provide bona fide

         research, if the stated public offering price for such securities is

         paid by the purchaser; or (2) selling any such securities owned by him

         to any person at any net price which may be fixed by him unless

         prevented therefrom by agreement.

 

                  (b)      The term "bona fide research," when used in this

         Rule, means advice, rendered either directly or through publications or

         writings, as to the value of securities, the advisability of investing

         in, purchasing, or selling securities, and the availability of

         securities or purchasers or sellers of securities, or analyses and

         reports concerning issuers, industries, securities, economic factors

         and trends, portfolio strategy, and performance of accounts; provided,

         however, that investment management or investment discretionary

         services are not bona fide research.

 

                  (c)      A member who grants a selling concession, discount or

         other allowance to another person shall obtain a written agreement from

         that person that he will comply with the provisions of this Rule, and a

         member who grants such selling concession, discount or other allowance

         to a nonmember broker or dealer in a foreign country shall also obtain

         from such broker or dealer a written agreement to comply, as though

         such broker or dealer were a member, with the provisions of Rules 2730

         and 2750 and to comply with Rule 2420 as that Rule applies to a

         nonmember broker/dealer in a foreign country.

 

                  (d)      A member who receives an order from any person

         designating another broker or dealer to receive credit for the sale

         shall, within 30 days after the end of each calendar quarter, file

         reports with the Association containing the following information with

         respect to each fixed price offering which terminated during that

         calendar quarter: the name of the person making the designation; the

         identity of the brokers or dealers designated; the identity and amount

         of securities for which each broker or dealer was designated; the date

         of the commencement and termination of the offering and such other

         information as the Association shall deem pertinent.

 

                  (e)      A member who is designated by its customer for the

         sale of securities shall keep, and maintain for a period of 24 months,

         records in such form and manner to show the following information: name

         of customer making the designation; the identity and amount of

         securities for which the member was designated; the identity of the

         manager or managers of the offering, if any; the date of the

         commencement of the offering and such other information as the

         Association shall deem pertinent.

 

                         2420. DEALING WITH NON-MEMBERS

 

                  (a)      No member shall deal with an