EXHIBIT (10) (b)
Form of Escrow Agreement with PNC Bank, National Association
ESCROW AGREEMENT
THIS AGREEMENT made and entered into as of the day of ,
1997 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 1998-A 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 $150,000,000, 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
1998-A", 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 1998-A", 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 75 units ($1,500,000)
and funds for at least $1,500,000 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 $1,500,000 in
collected funds have been deposited in the Escrow Account prior to
December 31, 1998. 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)
2
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
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 as set forth on
Exhibit A.
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, as set forth in Exhibit
A attached hereto.
2.10 Return of Escrow Funds. If the required minimum of 75 units
($1,500,000) are not subscribed for and accepted by the Managing
General Partner prior to December 31, 1998 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, 1998 by the
disbursement of all Escrow Funds as herein set out.
3
2.12 Statements. During the term of this Agreement, the Escrow Agent
shall provide the Dealer Manager with monthly statements containing
the beginning balance in the escrow account as well as all principal
and income transactions for the statements period. Dealer Manager
shall be responsible for reconciling each statements. The Escrow
Agent shall be forever released and discharges from all liability
with respect to the accuracy of such statements and the transactions
listed therein, expect with respect to any such act or transaction
as to which the Dealer Manager shall within 90 days after the
furnishing of the statement file written objectives with the Escrow
Agent.
2.13 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:
PNC Bank, National Association
Corporate Trust Department - 981
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Mr. ▇▇▇▇ ▇▇▇▇▇▇
Trust Officer
Petroleum Development Corporation
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Executive Vice President
PDC Securities Incorporated
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
2.14 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.
2.15 Entire Agreement. This instrument evidences the entire agreement
between the Bank and the Partnerships and the Managing General
Partner, and the Dealer-Manager.
2.16 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
4
2.17 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.
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 1998-A
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
PDC SECURITIES INCORPORATED
the Dealer-Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
5
Exhibit A
Escrow Fee PDC 1998-A - $2,000
ESCROW AGREEMENT
THIS AGREEMENT made and entered into as of the day of ,
1997 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 1998-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 $150,000,000, 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
1998-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 1998-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 75 units ($1,500,000)
and funds for at least $1,500,000 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 $1,500,000 in
collected funds have been deposited in the Escrow Account prior to
December 31, 1998. 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)
2
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
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, as set forth in Exhibit
A attached hereto.
2.10 Return of Escrow Funds. If the required minimum of 75 units
($1,500,000) are not subscribed for and accepted by the Managing
General Partner prior to December 31, 1998 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, 1998 by the
disbursement of all Escrow Funds as herein set out.
3
2.12 Statements. During the term of this Agreement, the Escrow Agent
shall provide the Dealer Manager with monthly statements containing
the beginning balance in the escrow account as well as all principal
and income transactions for the statements period. Dealer Manager
shall be responsible for reconciling each statements. The Escrow
Agent shall be forever released and discharges from all liability
with respect to the accuracy of such statements and the transactions
listed therein, expect with respect to any such act or transaction
as to which the Dealer Manager shall within 90 days after the
furnishing of the statement file written objectives with the Escrow
Agent.
2.13 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:
PNC Bank, National Association
Corporate Trust Department - 981
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Mr. ▇▇▇▇ ▇▇▇▇▇▇
Trust Officer
Petroleum Development Corporation
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Executive Vice President
PDC Securities Incorporated
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
2.14 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.
2.15 Entire Agreement. This instrument evidences the entire agreement
between the Bank and the Partnerships and the Managing General
Partner, and the Dealer-Manager.
2.16 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
4
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.
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 1998-B
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
PDC SECURITIES INCORPORATED
the Dealer-Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
5
Exhibit A
Escrow Fee PDC 1998-B - $2,000
ESCROW AGREEMENT
THIS AGREEMENT made and entered into as of the day of ,
1997 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 1998-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 $150,000,000, 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
1998-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 1998-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 75 units ($1,500,000)
and funds for at least $1,500,000 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 $1,500,000 in
collected funds have been deposited in the Escrow Account prior to
December 31, 1998. 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)
2
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
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, as set forth in Exhibit
A attached hereto.
2.10 Return of Escrow Funds. If the required minimum of 75 units
($1,500,000) are not subscribed for and accepted by the Managing
General Partner prior to December 31, 1998 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, 1998 by the
disbursement of all Escrow Funds as herein set out.
3
2.12 Statements. During the term of this Agreement, the Escrow Agent
shall provide the Dealer Manager with monthly statements containing
the beginning balance in the escrow account as well as all principal
and income transactions for the statements period. Dealer Manager
shall be responsible for reconciling each statements. The Escrow
Agent shall be forever released and discharges from all liability
with respect to the accuracy of such statements and the transactions
listed therein, expect with respect to any such act or transaction
as to which the Dealer Manager shall within 90 days after the
furnishing of the statement file written objectives with the Escrow
Agent.
2.13 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:
PNC Bank, National Association
Corporate Trust Department - 981
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Mr. ▇▇▇▇ ▇▇▇▇▇▇
Trust Officer
Petroleum Development Corporation
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Executive Vice President
PDC Securities Incorporated
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
2.14 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.
2.15 Entire Agreement. This instrument evidences the entire agreement
between the Bank and the Partnerships and the Managing General
Partner, and the Dealer-Manager.
2.16 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
4
2.17 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.
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 1998-C
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
PDC SECURITIES INCORPORATED
the Dealer-Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
5
Exhibit A
Escrow Fee PDC 1998-C - $2,000
ESCROW AGREEMENT
THIS AGREEMENT made and entered into as of the day of ,
1997 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 1998-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 $150,000,000, 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
1998-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 1998-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 125 units
($2,500,000) and funds for at least $2,500,000 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
$2,500,000 in collected funds have been deposited in the Escrow
Account prior to December 31, 1998. 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)
2
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
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, as set forth in Exhibit
A attached hereto.
2.10 Return of Escrow Funds. If the required minimum of 125 units
($2,500,000) are not subscribed for and accepted by the Managing
General Partner prior to December 31, 1998 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, 1998 by the
disbursement of all Escrow Funds as herein set out.
3
2.12 Statements. During the term of this Agreement, the Escrow Agent
shall provide the Dealer Manager with monthly statements containing
the beginning balance in the escrow account as well as all principal
and income transactions for the statements period. Dealer Manager
shall be responsible for reconciling each statements. The Escrow
Agent shall be forever released and discharges from all liability
with respect to the accuracy of such statements and the transactions
listed therein, expect with respect to any such act or transaction
as to which the Dealer Manager shall within 90 days after the
furnishing of the statement file written objectives with the Escrow
Agent.
2.13 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:
PNC Bank, National Association
Corporate Trust Department - 981
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Mr. ▇▇▇▇ ▇▇▇▇▇▇
Trust Officer
Petroleum Development Corporation
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Executive Vice President
PDC Securities Incorporated
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
2.14 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.
2.15 Entire Agreement. This instrument evidences the entire agreement
between the Bank and the Partnerships and the Managing General
Partner, and the Dealer-Manager.
2.16 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
4
2.17 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.
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 1998-D
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
PDC SECURITIES INCORPORATED
the Dealer-Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
5
Exhibit A
Escrow Fee PDC 1998-D - $4,000
ESCROW AGREEMENT
THIS AGREEMENT made and entered into as of the day of ,
1997 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 1999-A 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 $150,000,000, 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
1999-A", 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 1999-A", 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 75 units ($1,500,000)
and funds for at least $1,500,000 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 $1,500,000 in
collected funds have been deposited in the Escrow Account prior to
December 31, 1999. 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)
2
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
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, as set forth in Exhibit
A attached hereto.
2.10 Return of Escrow Funds. If the required minimum of 75 units
($1,500,000) are not subscribed for and accepted by the Managing
General Partner prior to December 31, 1999 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, 1999 by the
disbursement of all Escrow Funds as herein set out.
3
2.12 Statements. During the term of this Agreement, the Escrow Agent
shall provide the Dealer Manager with monthly statements containing
the beginning balance in the escrow account as well as all principal
and income transactions for the statements period. Dealer Manager
shall be responsible for reconciling each statements. The Escrow
Agent shall be forever released and discharges from all liability
with respect to the accuracy of such statements and the transactions
listed therein, expect with respect to any such act or transaction
as to which the Dealer Manager shall within 90 days after the
furnishing of the statement file written objectives with the Escrow
Agent.
2.13 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:
PNC Bank, National Association
Corporate Trust Department - 981
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Mr. ▇▇▇▇ ▇▇▇▇▇▇
Trust Officer
Petroleum Development Corporation
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Executive Vice President
PDC Securities Incorporated
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
2.14 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.
2.15 Entire Agreement. This instrument evidences the entire agreement
between the Bank and the Partnerships and the Managing General
Partner, and the Dealer-Manager.
2.16 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
4
2.17 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.
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 1999-A
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
PDC SECURITIES INCORPORATED
the Dealer-Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
5
Exhibit A
Escrow Fee PDC 1999-A - $2,000
ESCROW AGREEMENT
THIS AGREEMENT made and entered into as of the day of ,
1997 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 1999-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 $150,000,000, 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
1999-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 1999-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 75 units ($1,500,000)
and funds for at least $1,500,000 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 $1,500,000 in
collected funds have been deposited in the Escrow Account prior to
December 31, 1999. 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)
2
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
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, as set forth in Exhibit
A attached hereto.
2.10 Return of Escrow Funds. If the required minimum of 75 units
($1,500,000) are not subscribed for and accepted by the Managing
General Partner prior to December 31, 1999 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, 1999 by the
disbursement of all Escrow Funds as herein set out.
3
2.12 Statements. During the term of this Agreement, the Escrow Agent
shall provide the Dealer Manager with monthly statements containing
the beginning balance in the escrow account as well as all principal
and income transactions for the statements period. Dealer Manager
shall be responsible for reconciling each statements. The Escrow
Agent shall be forever released and discharges from all liability
with respect to the accuracy of such statements and the transactions
listed therein, expect with respect to any such act or transaction
as to which the Dealer Manager shall within 90 days after the
furnishing of the statement file written objectives with the Escrow
Agent.
2.13 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:
PNC Bank, National Association
Corporate Trust Department - 981
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Mr. ▇▇▇▇ ▇▇▇▇▇▇
Trust Officer
Petroleum Development Corporation
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Executive Vice President
PDC Securities Incorporated
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
2.14 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.
2.15 Entire Agreement. This instrument evidences the entire agreement
between the Bank and the Partnerships and the Managing General
Partner, and the Dealer-Manager.
2.16 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
4
2.17 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.
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 1999-B
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
PDC SECURITIES INCORPORATED
the Dealer-Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
5
Exhibit A
Escrow Fee PDC 1999-B - $2,000
ESCROW AGREEMENT
THIS AGREEMENT made and entered into as of the day of ,
1997 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 1999-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 $150,000,000, 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
1999-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 1999-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 75 units ($1,500,000)
and funds for at least $1,500,000 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 $1,500,000 in
collected funds have been deposited in the Escrow Account prior to
December 31, 1999. 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)
2
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
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, as set forth in Exhibit
A attached hereto.
2.10 Return of Escrow Funds. If the required minimum of 75 units
($1,500,000) are not subscribed for and accepted by the Managing
General Partner prior to December 31, 1999 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, 1999 by the
disbursement of all Escrow Funds as herein set out.
3
2.12 Statements. During the term of this Agreement, the Escrow Agent
shall provide the Dealer Manager with monthly statements containing
the beginning balance in the escrow account as well as all principal
and income transactions for the statements period. Dealer Manager
shall be responsible for reconciling each statements. The Escrow
Agent shall be forever released and discharges from all liability
with respect to the accuracy of such statements and the transactions
listed therein, expect with respect to any such act or transaction
as to which the Dealer Manager shall within 90 days after the
furnishing of the statement file written objectives with the Escrow
Agent.
2.13 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:
PNC Bank, National Association
Corporate Trust Department - 981
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Mr. ▇▇▇▇ ▇▇▇▇▇▇
Trust Officer
Petroleum Development Corporation
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Executive Vice President
PDC Securities Incorporated
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
2.14 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.
2.15 Entire Agreement. This instrument evidences the entire agreement
between the Bank and the Partnerships and the Managing General
Partner, and the Dealer-Manager.
2.16 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
4
2.17 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.
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 1999-C
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
PDC SECURITIES INCORPORATED
the Dealer-Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
5
Exhibit A
Escrow Fee PDC 1999-C - $2,000
ESCROW AGREEMENT
THIS AGREEMENT made and entered into as of the day of ,
1997 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 1999-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 $150,000,000, 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
1999-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 1999-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 125 units
($2,500,000) and funds for at least $2,500,000 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
$2,500,000 in collected funds have been deposited in the Escrow
Account prior to December 31, 1999. 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)
2
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
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, as set forth in Exhibit
A attached hereto.
2.10 Return of Escrow Funds. If the required minimum of 125 units
($2,500,000) are not subscribed for and accepted by the Managing
General Partner prior to December 31, 1999 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, 1999 by the
disbursement of all Escrow Funds as herein set out.
3
2.12 Statements. During the term of this Agreement, the Escrow Agent
shall provide the Dealer Manager with monthly statements containing
the beginning balance in the escrow account as well as all principal
and income transactions for the statements period. Dealer Manager
shall be responsible for reconciling each statements. The Escrow
Agent shall be forever released and discharges from all liability
with respect to the accuracy of such statements and the transactions
listed therein, expect with respect to any such act or transaction
as to which the Dealer Manager shall within 90 days after the
furnishing of the statement file written objectives with the Escrow
Agent.
2.13 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:
PNC Bank, National Association
Corporate Trust Department - 981
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Mr. ▇▇▇▇ ▇▇▇▇▇▇
Trust Officer
Petroleum Development Corporation
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Executive Vice President
PDC Securities Incorporated
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
2.14 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.
2.15 Entire Agreement. This instrument evidences the entire agreement
between the Bank and the Partnerships and the Managing General
Partner, and the Dealer-Manager.
2.16 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
4
2.17 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.
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 1999-D
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
PDC SECURITIES INCORPORATED
the Dealer-Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
5
Exhibit A
Escrow Fee PDC 1999-D - $4,000
ESCROW AGREEMENT
THIS AGREEMENT made and entered into as of the day of ,
1997 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 2000-A 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 $150,000,000, 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
2000-A", 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 2000-A", 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 75 units ($1,500,000)
and funds for at least $1,500,000 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 $1,500,000 in
collected funds have been deposited in the Escrow Account prior to
December 31, 2000. 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)
2
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
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, as set forth in Exhibit
A attached hereto.
2.10 Return of Escrow Funds. If the required minimum of 75 units
($1,500,000) are not subscribed for and accepted by the Managing
General Partner prior to December 31, 2000 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, 2000 by the
disbursement of all Escrow Funds as herein set out.
3
2.12 Statements. During the term of this Agreement, the Escrow Agent
shall provide the Dealer Manager with monthly statements containing
the beginning balance in the escrow account as well as all principal
and income transactions for the statements period. Dealer Manager
shall be responsible for reconciling each statements. The Escrow
Agent shall be forever released and discharges from all liability
with respect to the accuracy of such statements and the transactions
listed therein, expect with respect to any such act or transaction
as to which the Dealer Manager shall within 90 days after the
furnishing of the statement file written objectives with the Escrow
Agent.
2.13 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:
PNC Bank, National Association
Corporate Trust Department - 981
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Mr. ▇▇▇▇ ▇▇▇▇▇▇
Trust Officer
Petroleum Development Corporation
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Executive Vice President
PDC Securities Incorporated
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
2.14 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.
2.15 Entire Agreement. This instrument evidences the entire agreement
between the Bank and the Partnerships and the Managing General
Partner, and the Dealer-Manager.
2.16 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
4
2.17 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.
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 2000-A
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
PDC SECURITIES INCORPORATED
the Dealer-Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
5
Exhibit A
Escrow Fee PDC 2000-A - $2,000
ESCROW AGREEMENT
THIS AGREEMENT made and entered into as of the day of ,
1997 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 2000-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 $150,000,000, 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
2000-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 2000-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 75 units ($1,500,000)
and funds for at least $1,500,000 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 $1,500,000 in
collected funds have been deposited in the Escrow Account prior to
December 31, 2000. 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)
2
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
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, as set forth in Exhibit
A attached hereto.
2.10 Return of Escrow Funds. If the required minimum of 75 units
($1,500,000) are not subscribed for and accepted by the Managing
General Partner prior to December 31, 2000 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, 2000 by the
disbursement of all Escrow Funds as herein set out.
3
2.12 Statements. During the term of this Agreement, the Escrow Agent
shall provide the Dealer Manager with monthly statements containing
the beginning balance in the escrow account as well as all principal
and income transactions for the statements period. Dealer Manager
shall be responsible for reconciling each statements. The Escrow
Agent shall be forever released and discharges from all liability
with respect to the accuracy of such statements and the transactions
listed therein, expect with respect to any such act or transaction
as to which the Dealer Manager shall within 90 days after the
furnishing of the statement file written objectives with the Escrow
Agent.
2.13 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:
PNC Bank, National Association
Corporate Trust Department - 981
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Mr. ▇▇▇▇ ▇▇▇▇▇▇
Trust Officer
Petroleum Development Corporation
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Executive Vice President
PDC Securities Incorporated
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
2.14 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.
2.15 Entire Agreement. This instrument evidences the entire agreement
between the Bank and the Partnerships and the Managing General
Partner, and the Dealer-Manager.
2.16 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
4
2.17 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.
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 2000-B
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
PDC SECURITIES INCORPORATED
the Dealer-Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
5
Exhibit A
Escrow Fee PDC 2000-B - $2,000
ESCROW AGREEMENT
THIS AGREEMENT made and entered into as of the day of ,
1997 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 2000-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 $150,000,000, 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
2000-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 2000-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 75 units ($1,500,000)
and funds for at least $1,500,000 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 $1,500,000 in
collected funds have been deposited in the Escrow Account prior to
December 31, 2000. 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)
2
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
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, as set forth in Exhibit
A attached hereto.
2.10 Return of Escrow Funds. If the required minimum of 75 units
($1,500,000) are not subscribed for and accepted by the Managing
General Partner prior to December 31, 2000 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, 2000 by the
disbursement of all Escrow Funds as herein set out.
3
2.12 Statements. During the term of this Agreement, the Escrow Agent
shall provide the Dealer Manager with monthly statements containing
the beginning balance in the escrow account as well as all principal
and income transactions for the statements period. Dealer Manager
shall be responsible for reconciling each statements. The Escrow
Agent shall be forever released and discharges from all liability
with respect to the accuracy of such statements and the transactions
listed therein, expect with respect to any such act or transaction
as to which the Dealer Manager shall within 90 days after the
furnishing of the statement file written objectives with the Escrow
Agent.
2.13 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:
PNC Bank, National Association
Corporate Trust Department - 981
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Mr. ▇▇▇▇ ▇▇▇▇▇▇
Trust Officer
Petroleum Development Corporation
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Executive Vice President
PDC Securities Incorporated
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
2.14 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.
2.15 Entire Agreement. This instrument evidences the entire agreement
between the Bank and the Partnerships and the Managing General
Partner, and the Dealer-Manager.
2.16 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
4
2.17 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.
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 2000-C
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
PDC SECURITIES INCORPORATED
the Dealer-Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
5
Exhibit A
Escrow Fee PDC 2000-C - $2,000
ESCROW AGREEMENT
THIS AGREEMENT made and entered into as of the day of ,
1997 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 2000-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 $150,000,000, 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
2000-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 2000-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 125 units
($2,500,000) and funds for at least $2,500,000 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
$2,500,000 in collected funds have been deposited in the Escrow
Account prior to December 31, 2000. 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)
2
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
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, as set forth in Exhibit
A attached hereto.
2.10 Return of Escrow Funds. If the required minimum of 125 units
($2,500,000) are not subscribed for and accepted by the Managing
General Partner prior to December 31, 2000 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, 2000 by the
disbursement of all Escrow Funds as herein set out.
3
2.12 Statements. During the term of this Agreement, the Escrow Agent
shall provide the Dealer Manager with monthly statements containing
the beginning balance in the escrow account as well as all principal
and income transactions for the statements period. Dealer Manager
shall be responsible for reconciling each statements. The Escrow
Agent shall be forever released and discharges from all liability
with respect to the accuracy of such statements and the transactions
listed therein, expect with respect to any such act or transaction
as to which the Dealer Manager shall within 90 days after the
furnishing of the statement file written objectives with the Escrow
Agent.
2.13 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:
PNC Bank, National Association
Corporate Trust Department - 981
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Mr. ▇▇▇▇ ▇▇▇▇▇▇
Trust Officer
Petroleum Development Corporation
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Executive Vice President
PDC Securities Incorporated
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
2.14 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.
2.15 Entire Agreement. This instrument evidences the entire agreement
between the Bank and the Partnerships and the Managing General
Partner, and the Dealer-Manager.
2.16 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
4
2.17 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.
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 2000-D
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
PDC SECURITIES INCORPORATED
the Dealer-Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
5
Exhibit A
Escrow Fee PDC 2000-D - $4,000