Exhibit 10.13
JOINT VENTURE DRILLING AGREEMENT
This
JOINT VENTURE DRILLING AGREEMENT (“Agreement”)
is made, entered into, and effective as of the 4th day of May,
2006, by and between Energy Source, Inc., a corporation
organized and existing under the laws of the Commonwealth of
Kentucky (“ESI”), and IAS Communications, Inc.,
a corporation organized and existing under the laws of the State of
Oregon and authorized to conduct business in the Commonwealth of
Kentucky (“Investors”).
WITNESSETH:
WHEREAS, ESI
and Investors executed and entered into a Term Sheet regarding the
ownership and operation of a natural gas development and production
project wherein ESI would provide its drilling services and
Investors would provide financing for the drilling program,
established pursuant to this Agreement; WHEREAS, each of the
parties hereto desire to execute and enter into this Agreement,
solely as joint venturers, and not as partners or a partnership,
for the purpose of drilling natural gas wells, [as defined in KRS
353.010(8)], pursuant to the drilling program described herein;
NOW, THEREFORE, in consideration of the mutual promises and
covenants herein set forth, and in further consideration of the
services and financing to be provided by ESI and Investors, as
hereinafter defined, the adequacy and receipt of which
consideration is hereby acknowledged, the parties hereto, desiring
to be legally bound hereby, agree as follows:
1.01.
Purpose . The purpose of this Agreement is to provide for
the financing, development and management of the drilling of
natural gas wells, to be located at selected drill sites, and to
provide for the subsequent transportation, sale and marketing of
natural gas, or other hydrocarbons, produced at each well (herein
referred to as the “drilling program”). The drilling
program shall include (i) the drilling of development and
production wells, on each drilling site, and (ii) the
transportation, sale and marketing of natural gas, or other
hydrocarbons, that may be produced in accordance with this
Agreement.
1.02
Drilling Program . It is the intent and agreement of ESI and
Investors to initially drill a minimum of four (4) wells as the
first part of the drilling program. As set forth herein, Investors
shall have the option
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to finance and invest in an
additional twenty (20) gas wells over an eighteen (18) month period
from the date first above written. Each well drilled shall have 20
days to finance the said wells by the investors.
ESI and
Investors shall each have the specific duties, obligations and
responsibilities as described and set forth in this Agreement, and
specifically Section 2, below.
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2. |
Duties and
Obligations . |
2.01
ESI . ESI shall assume the following
responsibilities:
(a) locate, drill and operate natural
gas wells;
(b) acquire the leasehold
interest to the land, upon which each drill site is located. ESI
represents and warrants that it has acquired a lease to land
located in Knox and Laurel Counties, Kentucky, as evidenced by the
Lease Agreements attached hereto as Exhibit “A ”
and Exhibit “B” . ESI represents and warrants
that pursuant to said Lease Agreements, it has the right to locate
and drill wells on said property for the purpose of exploring and
developing wells for natural gas or other hydrocarbon production.
ESI further represents and warrants that the Leases are in full
force and effect and will permit drilling operations thereon, in
accordance with the terms and provisions of this Agreement,
provided that a Kentucky permit is secured with respect to each
drill site;
(c) secure title opinions and updates
on each Lease, and the mineral rights thereto, copies of which
opinions shall be provided to Investors, at their
request;
(d) employ and secure such
subcontractors for drilling operations, provided said
subcontractors are duly qualified to drill wells, for the
production of natural gas and other hydrocarbons, and licensed, if
required;
(e) manage all drilling operations for
each well in the drilling program, including completion of any
producing wells;
(f) provide for the storage and
transportation of all natural gas, or other hydrocarbons produced
at each drill site;
(g) secure and provide for the sale
and marketing of natural gas, or other hydrocarbons produced at
each drill site;
(h) secure all licenses and drilling
permits as may be required by Kentucky law, and, specifically, KRS
Chapter 353, with respect to each well and drill site, prior to the
commencement of drilling. A copy of each permit shall be available
to Investors prior to the commencement of any drilling;
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(i) record all assignments, leases and
other documents necessary or required to perfect Investors’
working interest ownership in each drill site;
(j) comply with all federal, state
and local laws regarding or affecting drilling operations,
production and transportation of natural gas, or other hydrocarbons
produced, and sales, to include compliance with all federal, state
and local laws regarding transmission of natural gas, or other
hydrocarbons, from each drill site to the consumer;
(k) to generally manage the day-to-day drilling operations involved
in the drilling program in compliance with this Agreement and all
provisions of federal, state and local law; and
(l) maintain all books and records, including income and costs
records for all drilling and production well operations in the
drilling program, which includes the allocation and payment of
revenues generated from a producing well as set forth in Section 4
of this Agreement (“Well Accounting”) and make payment
of all costs and expenses associated with drilling at each drill
site.
2.02
Investors . The Investors shall assume the following d
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