exv10w6







Exhibit 10.6




	 	 	 

	[LOGO]

	 	Sunoco  Partners Marketing & Terminals L.P.
	 

	 	907 S. Detroit
	 

	 	Tulsa, OK 74120










FORM OF CRUDE OIL PURCHASE AGREEMENT

SUNOCO PARTNERS REFERENCE NO.












     This agreement made and entered
into as of                 , and between “Buyer” and “Seller” as follows:













	 	 	 
	Buyer:	 	Seller:
	Sunoco Partners Marketing & Terminals L. P.

	 	Mid-Con Energy Operating, Inc.
	907 S. Detroit, 8th floor

	 	2431 East 61st Street, Suite 850
	Tulsa, OK 74120

	 	Tulsa, OK 74136










WITNESSETH:




     WHEREAS, Seller owns or is authorized to sell all of the volumes of crude oil and
condensate produced from the properties described in the Exhibits attached hereto; and



     WHEREAS, Buyer desires to purchase and receive said crude oil and condensate and Seller
desires to sell and deliver said crude oil and condensate in accordance with the terms of this
agreement;



     1. Sale and Purchase. Subject to the provisions hereof, Seller shall sell to
Buyer and Buyer shall purchase from Seller all of the crude oil and condensate produced from
the properties described in the Exhibits attached hereto. Seller hereby commits and dedicates
to the performance of this agreement all of the crude oil and condensate produced from the
lease(s) included on the Exhibits attached hereto. The parties hereto, by mutual consent, may
amend this agreement at any time to include additional properties to the Exhibits.







     2. Term. This agreement
shall remain in effect for an extended term of six (6)
months, commencing on                 , and from month to month thereafter, unless and until
terminated by either party upon written notice thereof given thirty (30) days in advance of the
end of the primary term of this agreement or any extension thereof.







     3. Delivery Point. Delivery shall take place and title shall pass from the
Seller to the Buyer when the crude oil passes the outlet flange of the Seller’s lease facility
to the receiving equipment of Buyer or Buyer’s designated agent.



     4. Warranty of Title and Authority to Sell. Seller hereby warrants and guarantees
that the title to the portion of the crude oil sold and delivered hereunder which is owned by
Seller is free and clear of all liens and encumbrances and warrants that as to the remaining
portion of the crude oil sold and delivered hereunder Seller has the right and authority to
sell and deliver said crude oil for the benefit of the true owners thereof. Seller further
warrants that the crude oil has been produced, handled, and transported to the delivery point
hereunder, in accordance with the laws, rules and regulations of all governmental authorities
having jurisdiction thereof. Seller shall indemnify and hold Buyer harmless from and against
any and all cost, damage and expense suffered and incurred by reason of any failure of the
title so warranted or any inaccuracy in the representation of Seller’s right and authority to
sell said crude oil made herein.



 









 









Mid-Con Energy Operating, Inc. — COPA#           

          

Page 2







     5. Price. For those leases listed on the attached Exhibits and any additions thereto,
the U.S. dollar price per barrel for each delivery month shall be:



For Exhibit A:









The simple average of daily settling price of the near month NYMEX light sweet
crude oil contract during the calendar month of delivery minus
(-)            as listed on
Exhibit A per barrel.












e.g. for            deliveries, the
average of NYMEX settling prices for            Light Sweet
crude contract from            through            and            Light
Sweet crude contracts from            through       shall
apply.








This simple average shall be calculated to allow the averaging of settling prices
only, as determined by the NYMEX. Saturdays, Sundays, and holidays are not
included in the calculation therefore only NYMEX trading days will be averaged in
the above calculation.


For pricing purposes, the oil delivered during any given calendar month hereunder shall be deemed
to have been delivered in equal daily quantities for each day of the given month.



Buyer and Seller agree that for the term of this agreement and any extensions thereof, Seller shall
not incur gravity penalties.













     6. Manner of Payment. Subject to verification of deliveries, payment for crude oil
sold and delivered shall be made by check on or about fifteenth (15th) day of the month
following the month of delivery. Payment shall be made to the Seller utilizing Buyer’s Division
Order excluding taxes.



     7. Taxes. Buyer is hereby authorized to withhold from the proceeds allocable to the
sale and delivery of crude oil hereunder the amount of severance taxes levied by Indian Tribes,
State and Federal Agencies.



     8. Prevailing Document. In the event of any conflict between the provisions of this
agreement and the provisions of any applicable division order executed in accordance with the terms
hereof, the provisions of this agreement shall control.



     9. Quality Requirements. If the crude oil shall not meet Sunoco’s Oklahoma Sour
requirements at the delivering point, then Buyer shall have the right to terminate this Crude Oil
Purchase Agreement by giving thirty (30) days written notice.



     10. General Provisions. The General Provisions attached to this agreement are made a
part of this agreement.



 









 









Mid-Con Energy Operating, Inc. — COPA#            

          

Page 3







If we do not receive a signed copy by mail or fax within ten (10) business days from the date of
receipt of this amendment, we will take that as evidence of your acceptance of this amendment to
the above referenced agreement.








	 	 	 	 	 	 	 	 	 

	MID-CON ENERGY OPERATING, INC.	 	SUNOCO PARTNERS MARKETING
& TERMINALS L.P.	 	 
	 	 	 	 	By: Sunoco Logistics Partners Operations GP LLC, Its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	By
	 	  

	 	By
	 	 
 

 
	 	 
	Title

	 	 	 	Title
	 	 	 	 
	 

	 	 

	 	 	 	 
	 	 










 









 












EXHIBIT A

CRUDE OIL PURCHASE AGREEMENT

MID-CON ENERGY OPERATING, INC. — COPA#     













	 	 	 	 	 	 	 	 	 	 	 	 	 
	EFF	 	 	 	 	 	 	 	 	 	 
	LEASE	 	 	 	SUNOCO	 	 	 	 	 	 
	DATE	 	LEASE NAME	 	P/N	 	LEGAL DESC.	 	COUNTY/ST	 	PRICE
	 





















 









 








SUNOCO PARTNERS MARKETING & TERMINALS L.P.

COPA GENERAL PROVISIONS





	1.	 	Existing Laws. This Agreement will be governed by existing laws of the State of
Oklahoma.
	 
	2.	 	Force Majeure. Neither party shall be liable to the other for failure or delay in
making or accepting deliveries hereunder to the extent that 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 as a result of insurrections, wars, rebellion, riots,
strikes, labor difficulties, action of the elements, disruption or breakdown of production or
transportation facilities, or any other cause, whether or not of the same class or kind,
reasonably beyond the control of such party.
	 
	3.	 	Quality and Measurement. Seller warrants that all crude oil purchased hereunder
shall be of merchantable quality (that is, unaltered and uncontaminated by any foreign
substances or chemicals not normally associated with oil) and suitability shall be determined
within the Buyer’s exclusive, good faith opinion. Quantities of oil delivered hereunder shall
be determined by a method of measurement generally accepted within the industry including, but
not limited to, the use of automatic measuring equipment, tank gauges on 100% tank table
basis, and certified truck gauges and meters. Meters shall be proven in accordance with the
latest American Petroleum Institute standards. Volume shall be measured in barrels of
forty-two (42) U.S. Gallons as adjusted for temperature to 60 degrees Fahrenheit, less
deduction for basic sediment and water and other impurities determined according to applicable
API practices. Oil containing basic sediment and water in excess of the quantity permitted
by the carrier’s tariff shall be treated by Seller to render it merchantable. Tests for
quality shall be made at regular intervals by Buyer or Buyer’s Agent in accordance with
recognized procedures. Each party shall have the right to have a representative present to
witness all tests and measurements but in the absence of either party’s representative, the
results of the tests and measurements performed by the Buyer shall be deemed to be conclusive.
	 
	4	 	Waiver. Failure by either party to object to any failure of performance by the other
party of any provision of this Agreement shall not constitute a waiver of, or estoppel against, the right of such party to
require such performance by the other. Nor shall any such failure to object constitute a
waiver or estoppel with respect to any succeeding failure of performance.
	 
	5.	 	Assignment. This Agreement shall not be assignable by either party without the
prior written consent of the other. Any attempted assignment without such consent shall be
void.
	 
	6.	 	Compliance with Laws. Each party agrees that the performance of this contract shall
comply with all applicable state, federal and local laws. Each party shall supply evidence of
compliance, if required.
	 
	7.	 	Security. If, in the reasonable opinion of either party, the financial
responsibility of the other party is or becomes impaired or unsatisfactory, or if the other
party fails to make any payment or delivery when required, the requesting party may require
satisfactory security to secure performance or payment or both, whether by way of stand-by or
documentary letter of credit, guaranty, advance payment, or otherwise. Failure to provide
the required security shall constitute a material breach of the Agreement entitling the
requesting party to cancel or suspend its delivery obligation and to offset any payments or
deliveries due the other party under this Agreement or other Agreements between the two
parties.




 









 






	8.	 	Damages. The parties agree that in the event of a material breach of this
Agreement resulting from a repudiation of an obligation or a failure to deliver or receive
all or a material portion of the required quantities, the non-breaching party shall be
entitled to recover contract damages, administrative costs for any cover or resale and any
other costs including but not limited to court costs and reasonable legal fees incurred in
recovering such damages.
	 
	9.	 	Condition of the Property. Seller agrees to maintain its tanks and appurtenances
related thereto such as ladders, handrails and catwalks, other equipment used in the crude oil
measuring and delivery areas, the ingress and egress roads and other improvements to the
property as well as the property itself in a safe and workmanlike condition such that Buyer,
its employees and agents may access the property to perform the duties and obligations set
forth in this agreement without injury. Seller agrees to indemnify and hold Buyer harmless
from any cost, expense, loss, or liability (including reasonable attorney’s fees) for personal
injury and/or property damage caused by or related to the condition of the tanks,
appurtenances, equipment, roads or property whether suffered by Buyer, Buyer’s employee, or an
employee of Buyer’s contractors, agents, or affiliates unless such injury or damage was caused
by the sole negligence of Buyer or Buyer’s contractor or agent.
	 
	10.	 	Default. If the Seller fails to sell and deliver or the Buyer fails to take delivery
of or pay the purchase price for all of the Oil required to be sold and delivered by the terms
of this Agreement; or if either party fails to establish any letter of credit required
elsewhere in this Agreement; or if either party becomes insolvent (defined for the purposes
hereof as a failure to meet its obligations as they become due); files a voluntary petition in
bankruptcy, or seeks reorganization, receivership, or arrangements with respect to its debts;
files an answer admitting any material allegation of any insolvency petition filed pursuant to
any insolvency act, whether federal or state; applies for, consents to, or fails to obtain the
dismissal or discharge of an order for the appointment of a receiver or trustee for any
substantial part of its property or assets; or, fails to satisfy or to appeal from any
material judgment or attachment within 30 days from the date of entry; or if either commits
any other material breach of the terms of this Agreement and fails to promptly cure such
breach after notice by the other party, that party shall be in default. In any such event
the other party may cancel or suspend deliveries or receipts or cancel this Agreement and
offset any payments due the other party under this agreement or other agreements between the
two parties and may do so without prejudice to any claim for damages or any other right or
remedy under this Agreement or applicable law.
	 
	11.	 	Integration and Amendments. This Agreement, embodies the entire understanding of
the parties hereto and supersedes all prior negotiations, understandings and agreements
between them with respect to the entire matter hereof. The provisions hereof may be waived,
supplemented or amended only by an instrument in writing signed by a duly authorized
representative of each of the parties hereto.
	 
	12.	 	Severability. If any portion of this Agreement should be adjudged illegal or
unenforceable, the remainder of this Agreement shall continue to be enforceable if
commercially reasonable.
	 
	13.	 	Notices. All notices, statements or other communications to be given, submitted or
made by either party to the other shall be sufficiently given if in writing and sent by air
mail, postage prepaid, or by telegraph, telex, radio or cable to the address of such other
party as specified on page one of this Agreement. Either party may change its address for the
purpose set forth in this paragraph upon giving fifteen (15) days prior written notice to the
other party.