ex10_9.htm


    
      

    

    Exhibit
10.9

    


    


    The
Partnership has redacted certain confidential information in this agreement in
reliance upon its confidential treatment request that if filed with the
Securities and Exchange Commission pursuant to Rule 24 b-2  under the
Securities Exchange Act of 1934. In this agreement, we indicate each redaction
by use of an asterisk *.

    


    September
13, 2007

    


    PETROLEUM
DEVELOPMENT CORP

    9720 B
CANDALARIA NE

    ALBUQUERQUE,
NM 87112-1498

    


    ATTN.
Lease Contract Administration

    


    
      	
               
      

            	
              RE:

            	
              LEASE
      PURCHASE AGREEMENT NUMBER 93625R01

            


    

    


    Dear
Lease Contract Administrator

    


    This
confirm Shell Trading (US) Company’s (“STUSCO”) agreement to buy and PETROLEUM
DEVELOPMENT CORP’s (“Seller”) agreement to sell and deliver crude oil production
from the lease(s) described in the enclosed Attachment(s) to carriers designated
by STUSCO. Provisions relating to crude type(s), decimal interest(s) for
purchase from each lease, price, payment for crude oil and payment of taxes are
stated in Attachment(s).

    


    This
agreement will continue from the effective date indicated on Attachment(s) until
the 1st of the
month following either party’s thirty (30) days advance written notice of
cancellation and is also subject to the terms and conditions stated in the
General Provisions, a copy of which is attached hereto and made part
hereof.

    


    Please
confirm by fax to [713-246-8531] that the above accurately records the terms and
conditions or our agreement. If a reply is not received in ten (10) business
days it will constitute acceptance of terms stated herein.

    


    
      
        
          	 
      	
                  Regards;

                
	 
      	 
      
	 
      	
                  /s/
      Patrick Clements

                
	 
      	
                  PATRICK
      CLEMENTS

                
	 
      	
                  SHELL
      TRADING (US) COMPANY

                


        

      

    

    


    PETROLEUM
DEVELOPMENT CORP

    
      
        
          
            	
                    By:

                  	
                    /s/
      Tina R. Smith

                  	 
      
	
                    Date:

                  	
                    12/23/07

                  	 
      


          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Shell
Trading (US) Company General Provisions

    1. The
specific agreement terms stated on page one and on Attachment(s) to this
agreement shall control over the following general provisions and altogether
comprise an integrated contract between Shell Trading (US) Company and
Seller.

    2. The
term “crude oil” as used in this agreement shall include all marketable liquid
hydrocarbons.

    3. All
crude oil delivered to STUSCO under this agreement shall be merchantable crude
oil. Title and risk of loss shall pass to STUSCO as soon as STUSCO receives such
crude oil into its custody or that of any carrier designated by it.

    4. STUSCO
shall compute quantity and quality and make corrections for temperature and
deductions for impurities according to the prevailing API/ASTM standards in
effect at the time and place of delivery and the laws and regulations prescribed
by the governmental authorities having jurisdictions.

    5. Seller
warrants that all crude delivered under this agreement will be produced and
delivered in compliance with all applicable laws and regulations prescribed by
the governmental authorities having jurisdiction.

    6. If
STUSCO makes payment to the individual owners of interest in the crude oil to be
delivered to STUSCO under this agreement, Seller agrees to provide accurate
information concerning each owner’s title sufficient to enable STUSCO to make
such payments to protect, indemnify and hold harmless STUSCO from any claims
resulting from errors or omissions in such information. STUSCO agrees to
protect, indemnify and hold harmless Sellers from any claims resulting from
errors or omission made by STUSCO in making payments in accordance with the
information provided by Seller.

    7. If
payments by STUSCO to Seller include payments for interest owned by others in
the crude oil, Seller agrees to pay all persons and entities who may have any
right, title or interest in and to the crude oil and further agrees to protect,
indemnify and hold harmless STUSCO from any claims for payment by any such
person or entities.

    8. The
total purchase price paid to Seller by STUSCO for crude oil and/or condensate
shall be calculated as set forth in the agreement. If STUSCO is the first
purchases of the crude and/or condensate, STUSCO shall have the right to
withhold from the total purchase price the amount of applicable production
and/or severance taxes and STUSCO shall remit to the appropriate taxing
authorities said taxes as withheld from the payment. If the amount of production
and/or severance taxes owned to the taxing authorities is greater that the
amount withheld and remitted by STUSCO, Seller agrees to reimburse STUSCO for
any excess production and/or severance tax that is required to be remitted to
the taxing authorities.

    9.
Neither party shall be liable to the other for failure or delay in making or
accepting delivery hereunder to the extent such failure or delay may be due to
compliance with acts, orders, regulations or requests of any federal, state or
local civilian or military authority or any person purporting to act therefore;
riots; strikes; labor difficulties; actions of the elements; transportation
difficulties; any subsequently enacted law or regulation having a material
adverse economic impact upon either party’s ability to perform this agreement;
or any other cause reasonably beyond the control of such Party, whether similar
or not.

    10. This
agreement shall be governed by the laws of the state in which the crude oil is
produced.

    11. In
addition to the legal rights provided by the terms and provisions of this
document, the Seller may have certain statutory rights under the laws of the
state of production.

    12/
Limitation of Liability – Neither party shall be liable for indirect, special,
or consequential damages.

    13.
Hazard Communication – “Seller shall provide its Material Safety Data Sheet”
(MSDS) to STUSCO. STUSCO acknowledges the hazards and risks in handling and
using crude oil. STUSCO shall read the MSDS and advise its employees, its
affiliates and appropriate contractors who may purchase or come into contact
with such crude oil, about the hazards of crude oil, as well as the
precautionary procedures for handling said crude oil, which are set for in such
MSDS and any supplementary MSDS or written warning(s) which Seller may provide
to STUSCO from time to time. If Seller fails to provide the MSDS, STUSCO will
provide MSDS annually to its relevant employees, affiliates, and appropriate
contractors.”


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    PAGE 1

    
 

    SHELL
TRADING (US) COMPANY

    


    ATATCHMENT
1-000

    RECEIPT
LEASES

    


    
      	
              COMPANY
      NAME

            	
              PETROLEUM
      DEVELOPMENT CORP

            


    

    STUSCO /
OTHER CO CONTRACT:    93625P01

    
      	
              EFFECTIVE
      DATE

            	
              AUGUST
      1, 2007

            


    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        	
                                                                                                                LEASE
      HEADER

                                                                                                              	 	
                                                                                                                LEASE
      NUMBER

                                                                                                              	 	
                                                                                                                PROPERTY
      NAME / COUNTY, STATE

                                                                                                              	 	
                                                                                                                OTHER
      COMPANY

                                                                                                                LEASE
      NUMBER

                                                                                                              	 	
                                                                                                                OPERATOR
      NAME

                                                                                                              	 	
                                                                                                                PAY
      TERMS

                                                                                                              	 	
                                                                                                                TAX
      STAT

                                                                                                              	 	
                                                                                                                PRICE
      BASIS

                                                                                                              	 	
                                                                                                                PRICE
      DIFF

                                                                                                              	 	
                                                                                                                PURCHASE
      DECIMAL

                                                                                                              
	 
      	 	
                                                                                                                97020

                                                                                                              	 	
                                                                                                                Violet
      Olson 31-28H

                                                                                                              	 	 
      	 	
                                                                                                                PETROLEUM
      DEVELOPMENT CORP

                                                                                                              	 	
                                                                                                                DA

                                                                                                              	 	
                                                                                                                A

                                                                                                              	 	
                                                                                                                UAZ

                                                                                                              	 	
                                                                                                                [*]

                                                                                                              	 	
                                                                                                                1.0000000

                                                                                                              
	 
      	 	 
      	 	
                                                                                                                Williams,
      ND

                                                                                                              	 	 
      	 	 	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	
                                                                                                                97021

                                                                                                              	 	
                                                                                                                FUNK
      44-SH

                                                                                                              	 	 
      	 	
                                                                                                                PETROLEUM
      DEVELOPMENT CORP

                                                                                                              	 	
                                                                                                                DA

                                                                                                              	 	
                                                                                                                A

                                                                                                              	 	
                                                                                                                UAZ

                                                                                                              	 	
                                                                                                                [*]

                                                                                                              	 	
                                                                                                                1.0000000

                                                                                                              
	 
      	 	 
      	 	
                                                                                                                BURKE,
      ND

                                                                                                              	 	 
      	 	 	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	
                                                                                                                97022

                                                                                                              	 	
                                                                                                                ELLIS
      44-20H

                                                                                                              	 	 
      	 	
                                                                                                                PETROLEUM
      DEVELOPMENT CORP

                                                                                                              	 	
                                                                                                                DA

                                                                                                              	 	
                                                                                                                D

                                                                                                              	 	
                                                                                                                UAZ

                                                                                                              	 	
                                                                                                                [*]

                                                                                                              	 	
                                                                                                                1.0000000

                                                                                                              
	 
      	 	 
      	 	
                                                                                                                BURKE,
      ND

                                                                                                              	 	 
      	 	 	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	
                                                                                                                97023

                                                                                                              	 	
                                                                                                                JEPSEN
      11-19H

                                                                                                              	 	 
      	 	
                                                                                                                PETROLEUM
      DEVELOPMENT CORP

                                                                                                              	 	
                                                                                                                DA

                                                                                                              	 	
                                                                                                                A

                                                                                                              	 	
                                                                                                                UAZ

                                                                                                              	 	
                                                                                                                [*]

                                                                                                              	 	
                                                                                                                1.0000000

                                                                                                              
	 
      	 	 
      	 	
                                                                                                                BURKE,
      ND

                                                                                                              	 	 
      	 	 	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	
                                                                                                                97024

                                                                                                              	 	
                                                                                                                CARMONA
      31-1H

                                                                                                              	 	 
      	 	
                                                                                                                PETROLEUM
      DEVELOPMENT CORP

                                                                                                              	 	
                                                                                                                DA

                                                                                                              	 	
                                                                                                                A

                                                                                                              	 	
                                                                                                                UAZ

                                                                                                              	 	
                                                                                                                [*]

                                                                                                              	 	
                                                                                                                1.0000000

                                                                                                              
	 
      	 	 
      	 	
                                                                                                                MC
      KENZI, ND

                                                                                                              	 	 
      	 	 	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	
                                                                                                                97025

                                                                                                              	 	
                                                                                                                KLATT
      34-33E

                                                                                                              	 	 
      	 	
                                                                                                                PETROLEUM
      DEVELOPMENT CORP

                                                                                                              	 	
                                                                                                                DA

                                                                                                              	 	
                                                                                                                A

                                                                                                              	 	
                                                                                                                UAZ

                                                                                                              	 	
                                                                                                                [*]

                                                                                                              	 	
                                                                                                                1.0000000

                                                                                                              
	 
      	 	 
      	 	
                                                                                                                DUNN,
      ND

                                                                                                              	 	 
      	 	 	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	
                                                                                                                97026

                                                                                                              	 	
                                                                                                                FEDORA
      34-22H

                                                                                                              	 	 
      	 	
                                                                                                                PETROLEUM
      DEVELOPMENT CORP

                                                                                                              	 	
                                                                                                                DA

                                                                                                              	 	
                                                                                                                A

                                                                                                              	 	
                                                                                                                UAZ

                                                                                                              	 	
                                                                                                                [*]

                                                                                                              	 	
                                                                                                                1.0000000

                                                                                                              
	 
      	 	 
      	 	
                                                                                                                DUNN,
      ND

                                                                                                              	 	 
      	 	 	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	
                                                                                                                97027

                                                                                                              	 	
                                                                                                                CONNOLLY
      34-36H

                                                                                                              	 	 
      	 	
                                                                                                                PETROLEUM
      DEVELOPMENT CORP

                                                                                                              	 	
                                                                                                                DA

                                                                                                              	 	
                                                                                                                A

                                                                                                              	 	
                                                                                                                UAZ

                                                                                                              	 	
                                                                                                                [*]

                                                                                                              	 	
                                                                                                                1.0000000

                                                                                                              
	 
      	 	 
      	 	
                                                                                                                DUNN,
      ND

                                                                                                              	 	 
      	 	 	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	
                                                                                                                97028

                                                                                                              	 	
                                                                                                                BUEHNER
      21-2H

                                                                                                              	 	 
      	 	
                                                                                                                PETROLEUM
      DEVELOPMENT CORP

                                                                                                              	 	
                                                                                                                DA

                                                                                                              	 	
                                                                                                                A

                                                                                                              	 	
                                                                                                                UAZ

                                                                                                              	 	
                                                                                                                [*]

                                                                                                              	 	
                                                                                                                1.0000000

                                                                                                              
	 
      	 	 
      	 	
                                                                                                                DUNN,
      ND

                                                                                                              	 	 
      	 	 	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      


                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    PAGE 2

     

     

    SHELL
TRADING (US) COMPANY

    
 

    
      	
              COMPANY
      NAME

            	
              PETROLEUM
      DEVELOPMENT CORP

            


    

    STUSCO /
OTHER CO CONTRACT:    93625P01

    
      	
              EFFECTIVE
      DATE

            	
              AUGUST
      1, 2007

            


    

    


    NOTES

    


    PAYMENT
TERMS

    


    
      	
              DA

            	
              = 
      BY STUSCO TO SELLER

            


    

     

    TAX
STATUS

    


    
      	
              A

            	
              = 
      STUSCO IS 1ST
      PURCAHSER, STUSCO WILL COLLECT &
REMIT

            


    

    


    
      	
              D

            	
              = 
      TO BE PAID BY SLLER

            


    

     

    PRICE
BASIS

    


    
      	
              UAZ

            	
              = 
      PRICE SHALL BE IN ACCORDANCE WITH THE CALENDER MONTH AVERAGE OF THE NYMEX
      NEAR MONTH WEST TEXAS INTERMEDIATE TYPE CRUDE OIL, DEEMED 40.0 DEGREES APT
      GRAVITY, DAILY SETTLEMENT PRICES FOR THE MONTH OF DELIVERY, FOR ALL
      TRADING DAYS, EXCLUDING WEEKENDS AND HOLIDAYS, ADJUSTED FOR A MONTHLY
      NEGOTIATED CLEARSBROOKDIFFERNTIAL TO BE PROVIDED SELLER BY
      STUSCO