Purchase and Sale Agreement (1998)Full Document 

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                           PURCHASE AND SALE AGREEMENT

      This Purchase and Sale Agreement (the "Agreement"), effective April 1,
1997 (the "Effective Date"), is between Belleview 1992 Income Fund L.P. with
offices located at 10 Inverness Drive East, Suite 101, Englewood, CO 80112
("SELLER"), and , Cliffwood Oil & Gas Corp. whose offices are located at 110
Cypress Station Drive, Suite 220, Houston, TX 77090 ("BUYER").

                                    RECITALS:

      SELLER owns certain oil and gas properties as detailed on Exhibit "A" and
related contractual rights and desires to sell these properties and transfer
these contractual rights.

      BUYER desires to purchase these properties from SELLER and acquire these
contractual rights.

      Accordingly, in consideration of the mutual promises contained in this
Agreement, BUYER and SELLER agree as follows:

ARTICLE 1.  PURCHASE AND SALE

1.1 THE PROPERTY. Subject to the terms of this Agreement, SELLER agrees to sell
and assign to BUYER and BUYER agrees to purchase and acquire from SELLER all of
SELLER's right and title to, and interest in, the following (collectively the
"Property"):

      1.1.1 The oil, gas and mineral lease(s) and other interests in oil and gas
described in Exhibit A, Part I and all rights, privileges and obligations
appurtenant to the leases (the "Leases");

      1.1.2 All rights in any unit in which the Leases are included, to the
extent that these rights arise from and are associated with the Leases,
including without limitation all rights derived from any unitization, pooling,
operating, communitization or other agreement or from any declaration or order
of any governmental authority;

      1.1.3 All oil, gas and condensate wells (whether producing, not producing
or temporarily abandoned but not permanently abandoned wells), water source,
water injection and other injection or disposal wells listed on Exhibit A, Part
II ( the "Wells") and/or located on the Leases or lands unitized or pooled with
the Leases;

      1.1.4 All equipment, pipelines, facilities and other personal property on
the Leases used in developing or operating the Leases or producing, treating,
storing, compressing, processing, gathering, or transporting hydrocarbons on or
from the Lease, other than that specifically designated as retained property in
Exhibit A, Part I or excluded from the Property in Section 1.2;

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      1.1.5 All easements, rights-of-way, licenses, permits, servitude and
similar interests applicable to or used in operating the Leases or the personal
property described above, to the extent they are assignable or transferrable and
subject to any consents to assignment or transfer to which they may be subject,
including without limitation those described in Exhibit A, Part I;

      1.1.6 All contracts and contractual rights, obligations and interests
relating to the Leases, including without limitation unit agreements, farmout
agreements, farmin agreements, operating agreements, and hydrocarbon sales,
purchase, gathering, transportation, treating, marketing, exchange, processing
and fractionating agreements (the "Related Contracts"), including without
limitation those Related Contracts described in Exhibit A, Part I,

      1.1.7 All Hydrocarbon production from the Wells and Leases; and

      1.1.8 All original files (or if originals are not available, legible
copies), records, data (including without limitation engineering, seismic,
geological, geophysical and other technical data) and information relating to
the items in Section 1, Subsections 1.1.1 through 1.1.7, maintained by the
SELLER (the "Records").

1.2 EXCLUSIONS. The Property sold and assigned under this Agreement does not
include:

         1. Trade credits, accounts and notes receivable and adjustments or
refunds (including without limitation transportation tariff refunds, take-or-pay
claims, audit adjustments claims for under-or-non-payment and claims with
respect to breach of contract) attributable to the Property with respect to any
period before the Effective Date.

1.3   OWNERSHIP OF PRODUCTION FROM THE PROPERTY.

      1.3.1 PRODUCTION BEFORE THE EFFECTIVE DATE. SELLER owns all oil, gas,
condensate liquid and liquifiable natural gas products, and distillate
("Hydrocarbons") produced from the Property before the Effective Date. If
Hydrocarbons produced from the Property before the Effective Date are stored in
the Lease stock tanks on the Effective Date (the "Stock Tank Oil"), BUYER shall
purchase the Stock Tank Oil above pipeline connections in the stock tanks from
SELLER at the prevailing market value in the area, adjusted for grade and
gravity and less taxes. BUYER will pay SELLER for the Stock Tank Oil by upward
adjustment to the Purchase Price, as provided in Section 7.4.3. SELLER and BUYER
shall accept the Lease operator's tank gauge readings or other inventory records
of the Stock Tank Oil adjusted for the above pipeline connection tank bottoms.

      1.3.2 PRODUCTION AFTER THE EFFECTIVE DATE. BUYER owns all Hydrocarbons
produced from the Property on and after the Effective Date. SELLER will sell on
BUYER's behalf all Hydrocarbons produced from the Property between the Effective
Date and the Closing Date. SELLER will credit BUYER for the proceeds of these
sales as a downward adjustment to the Purchase Price at Closing and, as provided
in Section 7.4.3. Subject to any continuing sale obligations under the Related

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