exv10w8



 







EXHIBIT 10.8





SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT

FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY

FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED

AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**).




MINIMUM VOLUME AGREEMENT




     This Minimum Volume Agreement is entered into as of this 1st day of October 2003, by and
between ONEOK Texas Field Services L.P. (“Buyer”) and Peak Operating of Texas, LLC (“Seller”).



     WHEREAS, Buyer and Seller have executed a Gas Purchase Agreement (“Agreement”) dated October
1, 2003 (“Effective Date”); and



     WHEREAS, Seller recognizes that Buyer is relying on a minimum volume of purchases pursuant
to said Agreement in order to compensate it for its investment in facilities necessary to take
delivery of Seller’s gas under the Agreement.



     NOW, THEREFORE, in consideration of the promises and covenants hereinafter contained, the
parties agree as follows:



     1. Seller agrees to deliver to Buyer pursuant to said Agreement at the Receipt Point(s)
specified therein the amount of 6.3 billion cubic feet of natural gas (6,300,000 Mcf) (“Minimum
Volume”) within the (**) (“Specified Period”) commencing on the Effective Date and
ending (**).



     2. In the event Seller delivers less than the Minimum Volume in the Specified Period.
Seller shall pay Buyer, immediately upon receipt of Buyer’s invoice therefore, an amount
based on the following formula:



Reimbursement = (Minimum Volume — Actual Volume) x (**).




     3. Notwithstanding the foregoing, the parties further agree that (i) the Specified Period will
be extended one day for each day Buyer is unable to purchase
Seller’s gas by reason of force majeure
under the Agreement, and (ii) that the Minimum Volume will be credited with all volumes that Seller
tenders to Buyer but Buyer is unable to purchase due to lack of capacity, or as a result or release
from the Agreement pursuant to Paragraph 3.4, and (iii) the Minimum Volume will be credited with all
volumes of gas owned or controlled by third parties who have elected to take in kind under
applicable operating agreements with Seller, provided such volumes continue to move through Buyer’s
facilities.



     IN WITNESS WHEREOF, the parties have executed this Agreement this 6 day of November,
2003



	 	 	 	 	 	 	 	 	 	 	 
	ONEOK TEXAS FIELD SERVICES, L.P.	 	 	 	PEAK OPERATING OF TEXAS, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Terry Spencer
 

	 	 	 	By:
	 	/s/ Jack E. Vaughn
 

	 	 
	 

	 	Terry Spencer
	 	 	 	 	 	Jack E. Vaughn	 	 
	Title:

	 	Vice President
	 	 	 	Title:
	 	President	 	 






 









 





AMENDATORY AGREEMENT TO THE GAS PURCHASE

AGREEMENT DATED OCTOBER 1, 2003

(#431377)




     This Amendatory Agreement is entered into by and between ONEOK Texas Field Services,
L.P. hereinafter referred to as “Buyer” and Peak Operating of Texas, LLC, hereinafter referred
to as “Seller”.



     WHEREAS Buyer and Seller entered into that certain Gas Purchase Agreement, dated October 1, 2003
(the “Agreement”); and



     WHEREAS it is the desire of the parties to amend the certain provisions of the Agreement.



     NOW THEREFORE as hereinafter provided and in consideration of the mutual covenants and
promises herein contained, effective December 1, 2004, the Agreement is hereby amended as
follows.



I.




     Exhibit “A” is hereby deleted and replaced with the attached Exhibit “A”.



II.




     Exhibit “B” is hereby deleted and replaced with the attached Exhibit “B”.



     Except as herein amended, all other terms and provisions of the above referenced Agreement
shall remain in full force and effect for the term hereof.



     IN WITNESS WHEREOF, the parties hereto have signed and delivered this Amendatory Agreement
on the date and year first written



	 	 	 	 	 	 	 	 	 	 	 
	ONEOK Texas Field Services, L.P.,	 	 	 	Peak Operating of Texas, LLC	 	 
	a limited partnership	 	 	 	“Seller”	 	 
	By: ONEOK Field Services Company,
general partner “Buyer”	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Terry K. Spencer
 

	 	 
	 	By:
	 	/s/ Jack Vaughn
 

	 	 
	Name:

	 	Terry K. Spencer
	 	 	 	Name:
	 	Jack Vaughn	 	 
	Title:

	 	Vice President
	 	 	 	Title:
	 	President	 	 
	Date:

	 	1/28/05
	 	 	 	Date:
	 	January 12, 2005	 	 







 









 








EXHIBIT “A”

Percent of Proceeds

Allocated Plants




     This Exhibit “A” is incorporated into that certain Gas Purchase Agreement dated the
1st day October, 2003, by and between ONEOK Texas Field Services, L. P., hereinafter referred
to as “BUYER,” and Peak Operating of Texas, LLC, hereinafter referred to as “SELLER.”


BASIS OF COMPENSATION for the Lands and Leases and/or Wells described on Exhibit “B”
shall be the sum of the following:




	 	 	 	 	 	 	 	 	 
	Total monthly MCF received from	 	Percentage NGL Products	 	Percentage Residue Gas
	Lands and Lease and/or Wells described	 	Payment of the Net NGL	 	Payment of the Net Residue
	on Exhibit “B”	 	Proceeds	 	Proceeds
	For the first 185,000 MCF
	 	 	(**)	 	 	 	(**)	 
	For MCF’s in excess of 185,000
	 	 	(**)	 	 	 	(**)	 







	1.	 	(**)
	 
	2.	 	(**)
	 
	3.	 	(**)
	 
	4.	 	(**)





DEFINITIONS:




(**)




 









 








EXHIBIT “B”




     This Exhibit “B” is incorporated into that certain Gas Purchase Agreement dated the
1st day of October, 2003, by and between ONEOK Texas Field Services, L. P., hereinafter
referred to as “BUYER,” and Peak Operating of Texas, LLC, hereinafter referred to as “SELLER.”




	1.	 	SELLER dedicates to this Gas Purchase Agreement, as amended from time to time, the Wells and
Leases described below:





	 	 	 	 	 	 	 	 	 	 	 
	Wells	 	Lands/Lease Description	 	County	 	State	 	*WI%
	 
	 
	 	(**)
	 	 	 	 	 	 	 	 
	 
	 	(**)	 	Hemphill	 	TX	 	 	100.00	%
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	(**)	 	 	 	 	 	 	 	 
	 
	 	(**)	 	Hemphill	 	TX	 	 	100.00	%
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	(**)	 	 	 	 	 	 	 	 
	 
	 	(**)	 	Wheeler	 	TX	 	 	100.00	%
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	(**)	 	 	 	 	 	 	 	 
	 
	 	(**)	 	Wheeler	 	TX	 	 	100.00	%
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	(**)	 	 	 	 	 	 	 	 
	 
	 	(**)	 	Hemphill	 	TX	 	 	100.00	%
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	(**)	 	 	 	 	 	 	 	 
	 
	 	(**)	 	Hemphill	 	TX	 	 	100.00	%






This dedication excludes the following wells producing from the designated zones, which are
under terms of another contract:




	 	 	 
	(**), Hemphill County, TX

	 	Chert
	 
	(**), Hemphill County, TX

	 	Strawn Granite Wash
	 
	(**), Hemphill County, TX

	 	Strawn Granite Wash








 




			
	*	 	Includes owned or controlled interest.