EXHIBIT (10) (b)
Form of Escrow Agreement with PNC Bank, National Association
ESCROW AGREEMENT
THIS AGREEMENT made and entered into as of the 6th day of
October, 1995 by and between PNC BANK, NATIONAL ASSOCIATION, a national
banking association (the "Bank"); PETROLEUM DEVELOPMENT CORPORATION (the
"Managing General Partner"), a Nevada corporation and the Managing General
Partner of PDC 1997-B Limited Partnership, (the "Partnership"), a limited
partnership to be formed under the laws of West Virginia; and PDC
SECURITIES INCORPORATED, a West Virginia corporation and the dealer-
manager ("the Dealer-Manager") of the proposed securities offering.
I. RECITALS
1.1. The Agreement. The Managing General Partner has prepared an
Offering ("Prospectus") on behalf of the Partnership pertaining to the
offer and subscription for partnership interests in the Partnership
("Interests") aggregating $60,000,000 , upon the terms and subject to
the conditions set forth in the Prospectus which, among other things, provides
that each person desiring to subscribe for Interests will be required to
forward to the Dealer-Manager a check payable to the order of "PNC Bank,
N.A. Escrow Agent for PDC 1997-B", in an amount equal to his subscription
to the Partnership.
1.2 Purpose Hereof. The Bank, the Managing General Partner (for itself
and the Partnership) and the Dealer-Manager hereby enter into the Escrow
Agreement referred to in the Prospectus.
II. ESCROW PROVISIONS
2.1 Appointment of Bank. The Bank is hereby appointed Escrow Agent
to hold and dispose of all funds paid by subscribers for Interests or
reservations for such Interests, as hereinafter provided.
2.2 Deposit and Receipt of Funds. The Dealer-Manager shall deposit
promptly all checks received by it in payment of subscriptions in an
escrow account entitled "PNC Bank, National Association Escrow Agent for
PDC 1997-B", established at the Bank, Corporate Trust Department, ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, for the purpose
of this Escrow Agreement. Concurrently with the delivery of such deposits
to the Bank, the Dealer-Manager shall supply the Bank and the Managing
General Partner with the name and mailing address of subscribers. The
Bank shall hold the proceeds of said checks (the "Escrow Funds") in escrow
until disbursements therefrom are directed by the Dealer-Manager as set
forth in Paragraph 2.4.
2.3 Investment of Funds. The Escrow Funds shall be invested only in
those investments permissible under SEC Rule 15c2-4, including bank
accounts, insured bank money market accounts or certificates of deposit
issued by PNC Bank, National Association. The interest earned shall be
added to the Escrow funds and disbursed in accordance with the provisions
of Paragraph 2.4 or 2.10, as the case may be.
1
2.4 Disbursement of Escrow Funds. Following deposit with the Bank of
checks representing subscriptions for at least 50 units ($1,000,000) and
funds for at least $1,000,000 have been collected by the Bank and upon
receipt by the Bank of written instructions from the Managing General
Partner and the Dealer-Manager as to the date of closing with respect to
such Partnership, the Bank will deliver to the Managing General Partner
certified or official bank checks drawn on the Escrow Funds to the orders
and in the amounts set forth in the aforementioned instructions. The Bank
shall not disburse any Escrow Funds to the Partnership until at least
$1,000,000 in collected funds have been deposited in the Escrow Account
prior to December 31, 1997. Pursuant to separate instructions from the
Managing General Partner, the Bank will transmit to the subscribers, as
specified by the Managing General Partner, the balance of the Escrow
funds, representing interest which will be prorated by the Managing
General Partner derived from the deposit of the Escrow funds in accordance
with paragraph 2.3, in the amount set forth in the aforementioned
instructions. All such disbursement instructions shall be unconditional
and shall not impose any duties upon the Bank other than that of
disbursing Escrow Funds in a designated amount to a particular party.
2.5 Return of Escrow Funds to Subscribers. Before, at or following the
closing, the Managing General Partner may separately instruct the Bank in
writing to return to any subscriber so specified by the Managing General
Partner an amount equal to the full amount of each Interest subscribed
for, together with interest attributable thereto, if any, as calculated by
the Managing General Partner.
2.6 Bank's Responsibility. The Bank's sole responsibility shall be for
the safekeeping of the Escrow Funds, the deposit of the Escrow Funds
pursuant to Paragraph 2.3 and the disbursement thereof in accordance with
Paragraph 2.4, 2.5 or 2.10, and the Bank shall not be required to take any
other action with reference to any matters which might arise in connection
with the Escrow Funds or this Escrow Agreement. The Bank may act upon any
written instruction or other instrument which the Bank in good faith
believes to be genuine and what it purports to be. The Bank shall not be
liable for any action taken by it in good faith and believed to be
authorized or within the rights or powers conferred upon it by this Escrow
Agreement or for anything which the Bank may do or refrain from doing in
connection herewith unless the Bank is guilty of gross negligence or
willful misconduct. The Bank may consult with counsel of its own choice
and shall have full and complete authorization and protection for any
action taken or suffered by it hereunder in good faith and in accordance
with the opinion of such counsel, except actions of gross negligence or
wilful misconduct. The Bank is not a party to, nor is it bound by, nor
need it give consideration to the terms or provisions of, even though it
may have knowledge of, (i) any agreement or undertaking between the
Managing General Partner and any other party or parties, except for this
Escrow Agreement, (ii) any agreement or undertaking which may be evidenced
or disclosed by this Escrow Agreement or the Prospectus, or (iii) any
other agreement that may now or in the future be deposited with the Bank
in connection with this Escrow Agreement. The Bank has no duty to
2
determine or inquire into any happening or occurrence or any performance
or failure of performance of the Managing General Partner or any other
party with respect to agreements or arrangements with each other or with
any other party or parties.
2.7 Possible Disagreements. If any disagreement should arise between
the parties hereto or with any other party with respect to the Escrow Funds
or
this Escrow Agreement or if the Bank in good faith is in doubt as to what
action should be taken hereunder, the Bank shall have the absolute right
at its election to do either or both of the following: (i) withhold or
stop all further performance under this Escrow Agreement and all
instructions received in connection herewith until the Bank is satisfied
that such disagreement has been resolved, or (ii) file a suit in
interpleader and obtain an order from a court of appropriate jurisdiction
requiring all persons involved to litigate in such court their respective
claims arising out of or in connection with the Escrow Funds.
2.8 Indemnity to Bank. The Managing General Partner agrees to indemnify
and hold the Bank harmless against and from any and all costs, expenses,
claims, losses, liabilities and damages (including reasonable attorney's
fees) that may arise out of or in connection with the Bank's acting as
Escrow Agent under the terms of this Escrow Agreement, except in those
instances where the Bank has been guilty of gross negligence or willful
misconduct.
2.9 Escrow Fee. The Managing General Partner shall pay the Bank's
escrow fee and reasonable and customary separate charges in connection
with the Bank's acting as Escrow Agent hereunder.
2.10 Return of Escrow Funds. If the required minimum of 50 units
($1,000,000) are not subscribed for and accepted by the Managing General
Partner prior to December 31, 1997 and a Partnership is not formed within
30 days from the termination of the offering period for such Partnership
as set forth in the Prospectus, the Bank will promptly return to
subscribers from the Escrow Funds an amount equal to the principal amount
of interests subscribed for together with interest attributable thereto
where appropriate.
2.11 Effective Date and Termination. This Escrow Agreement shall
become effective on the date of this agreement. All of the provisions of
this
Escrow Agreement shall be fully performed and this Escrow Agreement shall
terminate on or before December 31, 1997 by the disbursement of all Escrow
Funds as herein set out.
2.12 Notices and Communications. All notices and communications
hereunder shall be in writing and shall be deemed to be duly given if sent
by registered mail, return receipt requested, as follows:
3
PNC Bank, National Association
Corporate Trust Department - 981
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Mr. ▇▇▇▇ ▇▇▇▇▇
Trust Officer
Petroleum Development Corporation
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Executive Vice President
PDC Securities Incorporated
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
2.13 Resignation. The Bank may resign and be discharged from its
duties or obligations hereunder by giving notice in writing of such
resignation
specifying a date when such resignation shall take place.
2.14 Entire Agreement. This instrument evidences the entire agreement
between the Bank and the Partnerships and the Managing General Partner,
and the Dealer-Manager.
2.15 Applicable Law. This agreement shall be construed and enforced
according to the laws of the Commonwealth of Pennsylvania, and the
provisions herein administered in accordance with such laws
2.16 The Bank is acting solely as Escrow Agent and has not reviewed or
approved the offering, nor is it required to review or approve the
offering or the economic viability of the Partnership, nor any other
matters relating to the sale of the Units other than this Escrow
Agreement.
4
WITNESS THE EXECUTION HEREOF, as of the date first above written.
PNC BANK, NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
Trust Officer
PETROLEUM DEVELOPMENT CORPORATION
individually and as Managing
General partner of PDC 1997-B
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
PDC SECURITIES INCORPORATED
the Dealer-Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
5
ESCROW AGREEMENT
THIS AGREEMENT made and entered into as of the 6th day of
October, 1995 by and between PNC BANK, NATIONAL ASSOCIATION, a national
banking association (the "Bank"); PETROLEUM DEVELOPMENT CORPORATION (the
"Managing General Partner"), a Nevada corporation and the Managing General
Partner of PDC 1997-C Limited Partnership, (the "Partnership"), a limited
partnership to be formed under the laws of West Virginia; and PDC
SECURITIES INCORPORATED, a West Virginia corporation and the dealer-
manager ("the Dealer-Manager") of the proposed securities offering.
I. RECITALS
1.1. The Agreement. The Managing General Partner has prepared an
Offering
("Prospectus") on behalf of the Partnership pertaining to the offer and
subscription for partnership interests in the Partnership ("Interests")
aggregating $60,000,000 , upon the terms and subject to the conditions
set
forth in the Prospectus which, among other things, provides that each
person desiring to subscribe for Interests will be required to forward to
the Dealer-Manager a check payable to the order of "PNC Bank, N.A. Escrow
Agent for PDC 1997-C", in an amount equal to his subscription to the
Partnership.
1.2 Purpose Hereof. The Bank, the Managing General Partner (for itself
and the Partnership) and the Dealer-Manager hereby enter into the Escrow
Agreement referred to in the Prospectus.
II. ESCROW PROVISIONS
2.1 Appointment of Bank. The Bank is hereby appointed Escrow Agent to
hold and dispose of all funds paid by subscribers for Interests or
reservations for such Interests, as hereinafter provided.
2.2 Deposit and Receipt of Funds. The Dealer-Manager shall deposit
promptly all checks received by it in payment of subscriptions in an
escrow account entitled "PNC Bank, National Association Escrow Agent for
PDC 1997-C", established at the Bank, Corporate Trust Department, ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, for the purpose
of this Escrow Agreement. Concurrently with the delivery of such deposits
to the Bank, the Dealer-Manager shall supply the Bank and the Managing
General Partner with the name and mailing address of subscribers. The
Bank shall hold the proceeds of said checks (the "Escrow Funds") in escrow
until disbursements therefrom are directed by the Dealer-Manager as set
forth in Paragraph 2.4.
2.3 Investment of Funds. The Escrow Funds shall be invested only in
those investments permissible under SEC Rule 15c2-4, including bank
accounts, insured bank money market accounts or certificates of deposit
issued by PNC Bank, National Association. The interest earned shall be
added to the Escrow funds and disbursed in accordance with the provisions
of Paragraph 2.4 or 2.10, as the case may be.
1
2.4 Disbursement of Escrow Funds. Following deposit with the Bank of
checks representing subscriptions for at least 50 units ($1,000,000) and
funds for at least $1,000,000 have been collected by the Bank and upon
receipt by the Bank of written instructions from the Managing General
Partner and the Dealer-Manager as to the date of closing with respect to
such Partnership, the Bank will deliver to the Managing General Partner
certified or official bank checks drawn on the Escrow Funds to the orders
and in the amounts set forth in the aforementioned instructions. The Bank
shall not disburse any Escrow Funds to the Partnership until at least
$1,000,000 in collected funds have been deposited in the Escrow Account
prior to December 31, 1997. Pursuant to separate instructions from the
Managing General Partner, the Bank will transmit to the subscribers, as
specified by the Managing General Partner, the balance of the Escrow
funds, representing interest which will be prorated by the Managing
General Partner derived from the deposit of the Escrow funds in accordance
with paragraph 2.3, in the amount set forth in the aforementioned
instructions. All such disbursement instructions shall be unconditional
and shall not impose any duties upon the Bank other than that of
disbursing Escrow Funds in a designated amount to a particular party.
2.5 Return of Escrow Funds to Subscribers. Before, at or following the
closing, the Managing General Partner may separately instruct the Bank in
writing to return to any subscriber so specified by the Managing General
Partner an amount equal to the full amount of each Interest subscribed
for, together with interest attributable thereto, if any, as calculated by
the Managing General Partner.
2.6 Bank's Responsibility. The Bank's sole responsibility shall be for
the safekeeping of the Escrow Funds, the deposit of the Escrow Funds
pursuant to Paragraph 2.3 and the disbursement thereof in accordance with
Paragraph 2.4, 2.5 or 2.10, and the Bank shall not be required to take any
other action with reference to any matters which might arise in connection
with the Escrow Funds or this Escrow Agreement. The Bank may act upon any
written instruction or other instrument which the Bank in good faith
believes to be genuine and what it purports to be. The Bank shall not be
liable for any action taken by it in good faith and believed to be
authorized or within the rights or powers conferred upon it by this Escrow
Agreement or for anything which the Bank may do or refrain from doing in
connection herewith unless the Bank is guilty of gross negligence or
willful misconduct. The Bank may consult with counsel of its own choice
and shall have full and complete authorization and protection for any
action taken or suffered by it hereunder in good faith and in accordance
with the opinion of such counsel, except actions of gross negligence or
wilful misconduct. The Bank is not a party to, nor is it bound by, nor
need it give consideration to the terms or provisions of, even though it
may have knowledge of, (i) any agreement or undertaking between the
Managing General Partner and any other party or parties, except for this
Escrow Agreement, (ii) any agreement or undertaking which may be evidenced
or disclosed by this Escrow Agreement or the Prospectus, or (iii) any
other agreement that may now or in the future be deposited with the Bank
2
in connection with this Escrow Agreement. The Bank has no duty to
determine or inquire into any happening or occurrence or any performance
or failure of performance of the Managing General Partner or any other
party with respect to agreements or arrangements with each other or with
any other party or parties.
2.7 Possible Disagreements. If any disagreement should arise between
the parties hereto or with any other party with respect to the Escrow Funds
or
this Escrow Agreement or if the Bank in good faith is in doubt as to what
action should be taken hereunder, the Bank shall have the absolute right
at its election to do either or both of the following: (i) withhold or
stop all further performance under this Escrow Agreement and all
instructions received in connection herewith until the Bank is satisfied
that such disagreement has been resolved, or (ii) file a suit in
interpleader and obtain an order from a court of appropriate jurisdiction
requiring all persons involved to litigate in such court their respective
claims arising out of or in connection with the Escrow Funds.
2.8 Indemnity to Bank. The Managing General Partner agrees to indemnify
and hold the Bank harmless against and from any and all costs, expenses,
claims, losses, liabilities and damages (including reasonable attorney's
fees) that may arise out of or in connection with the Bank's acting as
Escrow Agent under the terms of this Escrow Agreement, except in those
instances where the Bank has been guilty of gross negligence or willful
misconduct.
2.9 Escrow Fee. The Managing General Partner shall pay the Bank's
escrow fee and reasonable and customary separate charges in connection
with the Bank's acting as Escrow Agent hereunder.
2.10 Return of Escrow Funds. If the required minimum of 50 units
($1,000,000) are not subscribed for and accepted by the Managing General
Partner prior to December 31, 1997 and a Partnership is not formed within
30 days from the termination of the offering period for such Partnership
as set forth in the Prospectus, the Bank will promptly return to
subscribers from the Escrow Funds an amount equal to the principal amount
of interests subscribed for together with interest attributable thereto
where appropriate.
2.11 Effective Date and Termination. This Escrow Agreement shall
become effective on the date of this agreement. All of the provisions of
this
Escrow Agreement shall be fully performed and this Escrow Agreement shall
terminate on or before December 31, 1997 by the disbursement of all Escrow
Funds as herein set out.
2.12 Notices and Communications. All notices and communications
hereunder shall be in writing and shall be deemed to be duly given if sent
by registered mail, return receipt requested, as follows:
3
PNC Bank, National Association
Corporate Trust Department - 981
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Mr. ▇▇▇▇ ▇▇▇▇▇
Trust Officer
Petroleum Development Corporation
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Executive Vice President
PDC Securities Incorporated
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
2.13 Resignation. The Bank may resign and be discharged from its
duties or obligations hereunder by giving notice in writing of such
resignation
specifying a date when such resignation shall take place.
2.14 Entire Agreement. This instrument evidences the entire agreement
between the Bank and the Partnerships and the Managing General Partner,
and the Dealer-Manager.
2.15 Applicable Law. This agreement shall be construed and enforced
according to the laws of the Commonwealth of Pennsylvania, and the
provisions herein administered in accordance with such laws
2.16 The Bank is acting solely as Escrow Agent and has not reviewed or
approved the offering, nor is it required to review or approve the
offering or the economic viability of the Partnership, nor any other
matters relating to the sale of the Units other than this Escrow
Agreement.
4
WITNESS THE EXECUTION HEREOF, as of the date first above written.
PNC BANK, NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
Trust Officer
PETROLEUM DEVELOPMENT CORPORATION
individually and as Managing
General partner of PDC 1997-C
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
PDC SECURITIES INCORPORATED
the Dealer-Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
5
ESCROW AGREEMENT
THIS AGREEMENT made and entered into as of the 6th day of
October, 1995 by and between PNC BANK, NATIONAL ASSOCIATION, a national
banking association (the "Bank"); PETROLEUM DEVELOPMENT CORPORATION (the
"Managing General Partner"), a Nevada corporation and the Managing General
Partner of PDC 1997-D Limited Partnership, (the "Partnership"), a limited
partnership to be formed under the laws of West Virginia; and PDC
SECURITIES INCORPORATED, a West Virginia corporation and the dealer-
manager ("the Dealer-Manager") of the proposed securities offering.
I. RECITALS
1.1. The Agreement. The Managing General Partner has prepared an
Offering ("Prospectus") on behalf of the Partnership pertaining to the
offer and subscription for partnership interests in the Partnership
("Interests") aggregating $60,000,000 , upon the terms and subject to
the
conditions set forth in the Prospectus which, among other things, provides
that each person desiring to subscribe for Interests will be required to
forward to the Dealer-Manager a check payable to the order of "PNC Bank,
N.A. Escrow Agent for PDC 1997-D", in an amount equal to his subscription
to the Partnership.
1.2 Purpose Hereof. The Bank, the Managing General Partner (for itself
and the Partnership) and the Dealer-Manager hereby enter into the Escrow
Agreement referred to in the Prospectus.
II. ESCROW PROVISIONS
2.1 Appointment of Bank. The Bank is hereby appointed Escrow Agent
to hold and dispose of all funds paid by subscribers for Interests or
reservations for such Interests, as hereinafter provided.
2.2 Deposit and Receipt of Funds. The Dealer-Manager shall deposit
promptly all checks received by it in payment of subscriptions in an
escrow account entitled "PNC Bank, National Association Escrow Agent for
PDC 1997-D", established at the Bank, Corporate Trust Department, ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, for the purpose
of this Escrow Agreement. Concurrently with the delivery of such deposits
to the Bank, the Dealer-Manager shall supply the Bank and the Managing
General Partner with the name and mailing address of subscribers. The
Bank shall hold the proceeds of said checks (the "Escrow Funds") in escrow
until disbursements therefrom are directed by the Dealer-Manager as set
forth in Paragraph 2.4.
2.3 Investment of Funds. The Escrow Funds shall be invested only in
those investments permissible under SEC Rule 15c2-4, including bank
accounts, insured bank money market accounts or certificates of deposit
issued by PNC Bank, National Association. The interest earned shall be
added to the Escrow funds and disbursed in accordance with the provisions
of Paragraph 2.4 or 2.10, as the case may be.
1
2.4 Disbursement of Escrow Funds. Following deposit with the Bank of
checks representing subscriptions for at least 100 units
($2,000,000) and funds for at least $2,000,000 have been
collected
by the Bank and upon
receipt by the Bank of written instructions from the Managing General
Partner and the Dealer-Manager as to the date of closing with respect to
such Partnership, the Bank will deliver to the Managing General Partner
certified or official bank checks drawn on the Escrow Funds to the orders
and in the amounts set forth in the aforementioned instructions. The Bank
shall not disburse any Escrow Funds to the Partnership until at least
$1,000,000 in collected funds have been deposited in the Escrow
Account prior to December 31, 1997. Pursuant to separate instructions from
the Managing General Partner, the Bank will transmit to the subscribers, as
specified by the Managing General Partner, the balance of the Escrow
funds, representing interest which will be prorated by the Managing
General Partner derived from the deposit of the Escrow funds in accordance
with paragraph 2.3, in the amount set forth in the aforementioned
instructions. All such disbursement instructions shall be unconditional
and shall not impose any duties upon the Bank other than that of
disbursing Escrow Funds in a designated amount to a particular party.
2.5 Return of Escrow Funds to Subscribers. Before, at or following the
closing, the Managing General Partner may separately instruct the Bank in
writing to return to any subscriber so specified by the Managing General
Partner an amount equal to the full amount of each Interest subscribed
for, together with interest attributable thereto, if any, as calculated by
the Managing General Partner.
2.6 Bank's Responsibility. The Bank's sole responsibility shall be for
the safekeeping of the Escrow Funds, the deposit of the Escrow Funds
pursuant to Paragraph 2.3 and the disbursement thereof in accordance with
Paragraph 2.4, 2.5 or 2.10, and the Bank shall not be required to take any
other action with reference to any matters which might arise in connection
with the Escrow Funds or this Escrow Agreement. The Bank may act upon any
written instruction or other instrument which the Bank in good faith
believes to be genuine and what it purports to be. The Bank shall not be
liable for any action taken by it in good faith and believed to be
authorized or within the rights or powers conferred upon it by this Escrow
Agreement or for anything which the Bank may do or refrain from doing in
connection herewith unless the Bank is guilty of gross negligence or
willful misconduct. The Bank may consult with counsel of its own choice
and shall have full and complete authorization and protection for any
action taken or suffered by it hereunder in good faith and in accordance
with the opinion of such counsel, except actions of gross negligence or
wilful misconduct. The Bank is not a party to, nor is it bound by, nor
need it give consideration to the terms or provisions of, even though it
may have knowledge of, (i) any agreement or undertaking between the
Managing General Partner and any other party or parties, except for this
Escrow Agreement, (ii) any agreement or undertaking which may be evidenced
or disclosed by this Escrow Agreement or the Prospectus, or (iii) any
2
other agreement that may now or in the future be deposited with the Bank
in connection with this Escrow Agreement. The Bank has no duty to
determine or inquire into any happening or occurrence or any performance
or failure of performance of the Managing General Partner or any other
party with respect to agreements or arrangements with each other or with
any other party or parties.
2.7 Possible Disagreements. If any disagreement should arise between
the parties hereto or with any other party with respect to the Escrow Funds
or this Escrow Agreement or if the Bank in good faith is in doubt as to what
action should be taken hereunder, the Bank shall have the absolute right
at its election to do either or both of the following: (i) withhold or
stop all further performance under this Escrow Agreement and all
instructions received in connection herewith until the Bank is satisfied
that such disagreement has been resolved, or (ii) file a suit in
interpleader and obtain an order from a court of appropriate jurisdiction
requiring all persons involved to litigate in such court their respective
claims arising out of or in connection with the Escrow Funds.
2.8 Indemnity to Bank. The Managing General Partner agrees to indemnify
and hold the Bank harmless against and from any and all costs, expenses,
claims, losses, liabilities and damages (including reasonable attorney's
fees) that may arise out of or in connection with the Bank's acting as
Escrow Agent under the terms of this Escrow Agreement, except in those
instances where the Bank has been guilty of gross negligence or willful
misconduct.
2.9 Escrow Fee. The Managing General Partner shall pay the Bank's
escrow fee and reasonable and customary separate charges in connection with
the Bank's acting as Escrow Agent hereunder.
2.10 Return of Escrow Funds. If the required minimum of 100 units
($2,000,000) are not subscribed for and accepted by the Managing
General
Partner prior to December 31, 1997 and a Partnership is not formed within
30 days from the termination of the offering period for such Partnership
as set forth in the Prospectus, the Bank will promptly return to
subscribers from the Escrow Funds an amount equal to the principal amount
of interests subscribed for together with interest attributable thereto
where appropriate.
2.11 Effective Date and Termination. This Escrow Agreement shall
become effective on the date of this agreement. All of the provisions of
this Escrow Agreement shall be fully performed and this Escrow Agreement shall
terminate on or before December 31, 1997 by the disbursement of all Escrow
Funds as herein set out.
2.12 Notices and Communications. All notices and communications
hereunder shall be in writing and shall be deemed to be duly given if sent
by registered mail, return receipt requested, as follows:
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PNC Bank, National Association
Corporate Trust Department - 981
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▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Mr. ▇▇▇▇ ▇▇▇▇▇
Trust Officer
Petroleum Development Corporation
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▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Executive Vice President
PDC Securities Incorporated
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▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
2.13 Resignation. The Bank may resign and be discharged from its
duties or obligations hereunder by giving notice in writing of such
resignation specifying a date when such resignation shall take place.
2.14 Entire Agreement. This instrument evidences the entire agreement
between the Bank and the Partnerships and the Managing General Partner,
and the Dealer-Manager.
2.15 Applicable Law. This agreement shall be construed and enforced
according to the laws of the Commonwealth of Pennsylvania, and the
provisions herein administered in accordance with such laws
2.16 The Bank is acting solely as Escrow Agent and has not reviewed
or approved the offering, nor is it required to review or approve the
offering or the economic viability of the Partnership, nor any other
matters relating to the sale of the Units other than this Escrow
Agreement.
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WITNESS THE EXECUTION HEREOF, as of the date first above written.
PNC BANK, NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
Trust Officer
PETROLEUM DEVELOPMENT CORPORATION
individually and as Managing
General partner of PDC 1997-D
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
PDC SECURITIES INCORPORATED
the Dealer-Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
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