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Unit 2010 Employee Oil And Gas Limited Partnership Agreement

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Exhibit 10.2.32

CONFIDENTIAL

For Private Placement Purposes Only UNIT 2010 EMPLOYEE OIL AND GAS LIMITED PARTNERSHIP

7130 South Lewis Avenue, Suite 1000

Tulsa, Oklahoma 74136 (918) 493-7700

A PRIVATE OFFERING

OF

UNITS OF LIMITED PARTNERSHIP INTEREST


THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER APPLICABLE STATE SECURITIES ACTS IN RELIANCE ON EXEMPTIONS PROVIDED BY SUCH ACTS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER SUCH ACTS OR AN OPINION OF COUNSEL ACCEPTABLE TO THE GENERAL PARTNER THAT SUCH REGISTRATION IS NOT REQUIRED. FURTHER, THE RESALE OF A UNIT MAY RESULT IN SUBSTANTIAL TAX LIABILITY TO THE INVESTOR. SEE " FEDERAL INCOME TAX CONSIDERATIONS." ACCORDINGLY, THESE UNITS SHOULD BE CONSIDERED ONLY FOR LONG-TERM INVESTMENT. SEE " PLAN OF DISTRIBUTION - SUITABILITY OF INVESTORS."

THE INFORMATION CONTAINED IN THIS PRIVATE OFFERING MEMORANDUM IS PROVIDED BY THE GENERAL PARTNER SOLELY FOR THE PERSONS RECEIVING IT FROM THE GENERAL PARTNER AND ANY REPRODUCTION OR DISTRIBUTION OF THIS PRIVATE OFFERING MEMORANDUM, IN WHOLE OR IN PART, OR THE DIVULGENCE OF ANY OF ITS CONTENTS IS PROHIBITED AND MAY CONSTITUTE A VIOLATION OF CERTAIN STATE SECURITIES LAWS. THE OFFEREE, BY ACCEPTING DELIVERY OF THIS PRIVATE OFFERING MEMORANDUM, AGREES TO RETURN IT AND ALL ENCLOSED DOCUMENTS TO THE GENERAL PARTNER IF THE OFFEREE DOES NOT UNDERTAKE TO PURCHASE ANY OF THE UNITS OFFERED HEREBY.


Private Offering Memorandum Date December 15, 2009.

900 Preformation

Units of Limited Partnership Interest

in the

UNIT 2010 EMPLOYEE

OIL AND GAS LIMITED PARTNERSHIP


$1,000 Per Unit Plus Possible

Additional Assessments of $100 Per Unit

(Minimum Investment - 2 Units)

Minimum Aggregate Subscriptions Necessary

to Form Partnership - 50 Units

A maximum of 900 (minimum of 50) units of limited partnership interest (" Units" ) in the UNIT 2010 EMPLOYEE OIL AND GAS LIMITED PARTNERSHIP, a proposed Oklahoma limited partnership (the " Partnership" ), are being offered privately only to certain employees of Unit Corporation (" UNIT" ) and its subsidiaries and the directors of UNIT at a price of $1,000 per Unit. Subscriptions shall be for not less than 2 Units ($2,000). The Partnership is being formed for the purpose of conducting oil and gas drilling and development operations. Purchasers of the Units will become Limited Partners in the Partnership. Unit Petroleum Company (" UPC" or the " General Partner" ) will serve as General Partner of the Partnership. UPC' s address is 7130 South Lewis Avenue, Suite 1000, Tulsa, Oklahoma 74136, and telephone (918) 493-7700.

THE RIGHTS AND OBLIGATIONS OF THE GENERAL PARTNER

AND THE LIMITED PARTNERS ARE GOVERNED BY THE

AGREEMENT OF LIMITED PARTNERSHIP (THE " AGREEMENT" ),

A COPY OF WHICH ACCOMPANIES THIS MEMORANDUM AND IS

INCORPORATED HEREIN BY REFERENCE

AN INVESTMENT IN THE UNITS IS SPECULATIVE AND INVOLVES

A HIGH DEGREE OF RISK. SEE " RISK FACTORS." CERTAIN

SIGNIFICANT RISKS INCLUDE: ullet

Drilling to establish productive oil and natural gas properties is inherently speculative. ullet

Participants will rely solely on the management capability and expertise of the General Partner. ullet

Limited Partners must assume the risks of an illiquid investment. ullet

Investment in the Units is suitable only for investors having sufficient financial resources and who desire a long-term investment.

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Conflicts of interest exist and additional conflicts of interest may arise between the General Partner and the Limited Partners, and there are no pre-determined procedures for resolving any such conflicts.

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Significant tax considerations to be considered by an investor include: ullet

possible audit of income tax returns of the Partnership and/or the Limited Partners and adjustment to their reported tax liabilities;

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a Limited Partner will not benefit from his or her share of Partnership deductions in excess of his or her share of Partnership income unless he or she has passive income from other activities;


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the amount of any cash distribution which a Limited Partner may receive from the Partnership could be insufficient to pay the tax liability incurred by such Limited Partner with respect to income or gain allocated to such Limited Partner by the Partnership; and

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the possibility that some or all of the oil and gas tax provisions in the Obama administration' s FY 2010 budget proposal will be enacted.

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There can be no assurance that the Partnership will have adequate funds to provide cash distributions to the Limited Partners. The amount and timing of any such distributions will be within the complete discretion of the General Partner.

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Certain provisions in the Agreement modify what would otherwise be the applicable Oklahoma law as to the fiduciary standards for general partners in limited partnerships. Those standards in the Agreement could be less advantageous to the Limited Partners than the corresponding fiduciary standards otherwise applicable under Oklahoma law. The purchase of Units may be deemed as consent to the fiduciary standards set forth in the Agreement.


EXCEPT AS STATED UNDER " ADDITIONAL INFORMATION," NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PRIVATE OFFERING MEMORANDUM IN CONNECTION WITH THIS OFFERING AND SUCH REPRESENTATIONS, IF ANY, MAY NOT BE RELIED ON. THE INFORMATION CONTAINED IN THIS PRIVATE OFFERING MEMORANDUM IS AS OF THE DATE OF THIS MEMORANDUM UNLESS ANOTHER DATE IS SPECIFIED.

PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS PRIVATE OFFERING MEMORANDUM AS LEGAL, BUSINESS, OR TAX ADVICE. EACH INVESTOR SHOULD CONSULT HIS OR HER OWN ATTORNEY, BUSINESS ADVISOR AND TAX ADVISOR AS TO LEGAL, BUSINESS, TAX AND RELATED MATTERS CONCERNING HIS OR HER INVESTMENT. PROSPECTIVE INVESTORS ARE URGED TO REQUEST ANY ADDITIONAL INFORMATION THEY MAY CONSIDER NECESSARY TO MAKE AN INFORMED INVESTMENT DECISION.


THE SECURITIES OFFERED BY THIS MEMORANDUM HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, THE OKLAHOMA SECURITIES COMMISSION OR BY THE SECURITIES REGULATORY AUTHORITY OF ANY OTHER STATE, NOR HAS ANY COMMISSION OR AUTHORITY PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS PRIVATE OFFERING MEMORANDUM. ANY REPRESENTATION CONTRARY TO THE FOREGOING IS UNLAWFUL.

THESE UNITS ARE BEING OFFERED SUBJECT TO PRIOR SALE, TO WITHDRAWAL, CANCELLATION OR MODIFICATION OF THE OFFER WITHOUT NOTICE AND TO THE FURTHER CONDITIONS SET FORTH HEREIN.


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ADDITIONAL INFORMATION Each prospective investor, or his or her qualified representative named in writing, has the opportunity (1) to obtain additional information necessary to verify the accuracy of the information supplied herewith or hereafter, and (2) to ask questions and receive answers concerning the terms and conditions of the offering. If you desire to avail yourself of the opportunity, please contact:

Mark E. Schell

Senior Vice President and General Counsel

Unit Petroleum Company 7130 South Lewis Avenue, Suite 1000

Tulsa, Oklahoma 74136

(918) 493-7700 The following documents and instruments are available to qualified offerees on written request: 1. Amended and Restated Certificate of Incorporation and By-Laws of UNIT.

2. Certificate of Incorporation and By-Laws of Unit Petroleum Company.

3. UNIT' s Employees' Thrift Plan.

4. Restated Unit Corporation Amended and Restated Stock Option Plan and related prospectuses covering shares of Common Stock issuable on exercise of outstanding options.

5. UNIT' s 2000 Non-Employee Directors' Stock Option Plan, as amended and restated. 6. UNIT' s Stock and Incentive Compensation Plan.

7. The Credit Agreement and the notes payable of UNIT.

8. All periodic reports on Forms 10-K, 10-Q and 8-K and all proxy materials filed by or on behalf of UNIT with the SEC under the Securities Exchange Act of 1934, as amended, during calendar year 2009, the annual report to shareholders and all quarterly reports to shareholders submitted by UNIT to its shareholders during calendar year 2009. 9. UNIT' s current Registration Statements on Form S-3 and all supplemental prospectuses filed with the SEC under Rule 424. 10. The agreements of limited partnership for the prior oil and gas drilling programs and prior employee programs of UPC, UNIT and Unit Drilling and Exploration Company (" UDEC" ).

11. All periodic reports filed with the SEC and all reports and information provided to limited partners in all limited partnerships of which UPC, UNIT or UDEC now serves or has served in the past as a general partner.

12. The agreement of limited partnership for the Unit 1986 Energy Income Limited Partnership.


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SUMMARY OF CONTENTS Page

SUMMARY OF PROGRAM 1

Terms of the Offering 1

Risk Factors 2

Additional Financing 3

Proposed Activities 4

Application of Proceeds 4

Participation in Costs and Revenues 5

Compensation 5

Federal Income Tax Considerations; Opinion of Counsel 5

RISK FACTORS 6

INVESTMENT RISKS 6

TAX STATUS AND TAX RISKS 11

OPERATIONAL RISKS 12

TERMS OF THE OFFERING 14

General 14

Limited Partnership Interests 14

Subscription Rights 15

Payment for Units; Delinquent Installment 15

Right of Presentment 16

Rollup or Consolidation of Partnership 17

ADDITIONAL FINANCING 18

Additional Assessments 18

Prior Programs 18

Partnership Borrowings 18

PLAN OF DISTRIBUTION 19

Suitability of Investors 19

RELATIONSHIP OF THE PARTNERSHIP, THE GENERAL PARTNER AND AFFILIATES 20

PROPOSED ACTIVITIES 20

General 20

Partnership Objectives 22

Areas of Interest 23

Transfer of Properties 23

Record Title to Partnership Properties 23

Marketing of Reserves 23

Conduct of Operations 24

APPLICATION OF PROCEEDS 24

PARTICIPATION IN COSTS AND REVENUES 25

COMPENSATION 26

Supervision of Operations 26

Purchase of Equipment and Provision of Services 27

Prior Programs 27

MANAGEMENT 29

The General Partner 29

Officers, Directors and Key Employees 29

Prior Employee Programs 32

Ownership of Common Stock 33

Interest of Management in Certain Transactions 34

CONFLICTS OF INTEREST 34

Acquisition of Properties and Drilling Operations 34

Participation in UNIT' s Drilling or Income Programs 35

Transfer of Properties 36

Partnership Assets 36

Transactions with the General Partner or Affiliates 37

Right of Presentment Price Determination 37

Receipt of Compensation Regardless of Profitability 37

Legal Counsel 37

FIDUCIARY RESPONSIBILITY 37

General 37


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Liability and Indemnification 38

PRIOR ACTIVITIES 39

Prior Employee Programs 41

Results of the Prior Oil and Gas Programs 42

federal income tax considerations 50

Summary of Conclusions 51

General Tax Effects of Partnership Structure 53

Ownership of Partnership Properties 53

Intangible Drilling and Development Costs Deductions 54

Depletion Deductions 55

Production Activities Deduction 55

Depreciation Deductions 55

Transaction Fees 55

Basis and At Risk Limitations 56

Passive Loss Limitations 56

Gain or Loss on Sale of Partnership Property 57

Partnership Distributions 58

Partnership Allocations 58

Administrative Matters 58

Proposed Legislation 60

Accounting Methods and Periods 60

State and Local Taxes 60

COMPETITION, MARKETS AND REGULATION 60

Marketing of Production 61

Regulation of Partnership Operations 61

Natural Gas Price Regulation 62

Oil Pipeline Regulation 62

State Regulation of Oil and Gas Production 63

Legislative and Regulatory Production and Pricing Proposals 63

Production and Environmental Regulation 63

SUMMARY OF THE LIMITED PARTNERSHIP AGREEMENT 64

Partnership Distributions 64

Deposit and Use of Funds 65

Power and Authority 65

Rollup or Consolidation of the Partnership 65

Limited Liability 66

Records, Reports and Returns 66

Transferability of Interests 67

Amendments 68

Voting Rights 68

Exculpation and Indemnification of the General Partner 69

Termination 69

Insurance 70

COUNSEL 70

GLOSSARY 70

FINANCIAL STATEMENTS 74

EXHIBIT A - AGREEMENT OF LIMITED PARTNERSHIP A-1 EXHIBIT B - LEGAL OPINION


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SUMMARY OF PROGRAM

This summary is not a complete description of the terms and consequences of an investment in the Partnership and is qualified in its entirety by the more detailed information appearing throughout this Private Offering Memorandum (this " Memorandum" ). For definitions of certain terms used in this Memorandum, see " GLOSSARY."

Terms of the Offering

Limited Partnership Interests . Unit 2010 Employee Oil and Gas Limited Partnership, a proposed Oklahoma limited partnership (the " Partnership" ), offers 900 preformation units of limited partnership interest (" Units" ) in the Partnership. The offer is made only to certain employees of Unit Corporation (" UNIT" ) and its subsidiaries and directors of UNIT (see " TERMS OF THE OFFERING - Subscription Rights" ). Unless the context otherwise requires, all references in this Memorandum to UNIT shall include all or any of its subsidiaries. Unit Petroleum Company (" UPC" or the " General Partner" ), a wholly owned subsidiary of UNIT, will serve as General Partner of the Partnership. To invest in the Units, the Limited Partner Subscription Agreement and Suitability Statement (the " Subscription Agreement" ) (see Attachment I to Exhibit A to this Memorandum) must be signed and forwarded to the offices of the General Partner at its address listed on the cover of this Memorandum. The Subscription Agreement must be received by the General Partner not later than 5:00 P.M. Central Standard Time on January 15, 2010 (extendable by the General Partner for up to 30 days). Subscription Agreements may be delivered to the office of the General Partner. No payment is required on delivery of the Subscription Agreement. Payment for the Units will be made either (i) in four equal Installments, the first Installment being due on March 15, 2010 and the remaining three Installments being due on June 15, September 15, and December 15, 2010, respectively, or (ii) through equal deductions from 2010 salary commencing immediately after formation of the Partnership.

The purchase price of each Unit is $1,000, and the minimum permissible purchase is two Units ($2,000) for each subscriber. Additional Assessments of up to $100 per Unit may be required (see " ADDITIONAL FINANCING - Additional Assessments" ). Maximum purchases by employees (other than directors) will be for an amount equal to one-half of their base salaries for calendar year 2009; provided, however, that the General Partner may, at its discretion, accept subscriptions for greater amounts. Each member of the Board of Directors of UNIT may subscribe for up to 300 Units ($300,000). The Partnership must sell at least 50 Units ($50,000) before the Partnership will be formed. No Units will be offered for sale after the Effective Date (see " GLOSSARY" ) except in compliance with the provisions of Article XIII of the Agreement. The General Partner may, at its option, purchase Units as a Limited Partner, including any amount that may be necessary to meet the minimum number of Units required for formation of the Partnership. The Partnership will terminate on December 31, 2040, unless it is terminated earlier under the provisions of the Agreement or by operation of law. See " TERMS OF THE OFFERING - Limited Partnership Interests" ; " TERMS OF THE OFFERING - Subscription Rights" ; and " SUMMARY OF THE LIMITED PARTNERSHIP AGREEMENT - Termination."

The offering will be made privately by the officers and directors of UPC or UNIT, except that in states which require participation by a registered broker-dealer in the offer and sale of securities, the Units will be offered through such broker-dealer as may be selected by the General Partner. Any participating broker-dealer may be reimbursed for actual out-of-pocket expenses. Such reimbursements will be borne by the General Partner.

Subscription Rights . Only certain salaried employees of UNIT or any of its subsidiaries whose annual base salaries for 2009 have been set at $36,000 or more and directors of UNIT are eligible to subscribe for Units. Employees may not purchase Units for an amount in excess of one-half of their base salaries for calendar year 2009; provided, however, that the General Partner may, at its discretion, accept a subscription for a greater amount. Directors' subscriptions may not be for more than 300 Units ($300,000). Only employees and directors who are U.S. citizens are eligible to participate in the offering. In addition, employees and directors must be able to bear the economic risks of an investment in the Partnership and must have sufficient investment experience and expertise to evaluate the risks and merits of such an investment. See " TERMS OF THE OFFERING - Subscription Rights."


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Right of Presentment . After December 31, 2010, the Limited Partners will have the right to present their Units to the General Partner for purchase. The General Partner will not be obligated to purchase more than 20% of the then outstanding Units in any one calendar year. The purchase price to be paid for the Units will be determined by a specific valuation formula. See " TERMS OF THE OFFERING - Right of Presentment" for a description of the valuation formula and a discussion of the manner in which the right of presentment may be exercised by the Limited Partners.

Risk Factors

An investment in the Partnership has many risks. The " RISK FACTORS" section of this Memorandum contains a detailed discussion of the most important risks, organized into Investment Risks (the risks related to the Partnership' s investment in oil and gas properties and drilling activities, to an investment in the Partnership and to the provisions of the Agreement); Tax Risks (the risks arising from the tax laws as they apply to the Partnership and its investment in oil and gas properties and drilling activities); and Operational Risks (the risks involved in conducting oil and gas operations). The following are certain of the risks which are more fully described under " RISK FACTORS" . Each prospective investor should review the " RISK FACTORS" section carefully before deciding to subscribe for Units.

Investment Risks: ullet

Oil and gas prices have declined significantly during recent months in a deteriorating national and global economic environment. A slowdown in the national and global economy will also result (to varying degrees) in a reduction in the demand for oil and gas products. Significant reductions in demand for oil and gas would result in lower prices for our products and force us to curtail our production of those products which, in turn, would affect our financial results.

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Future oil and natural gas prices are unpredictable. Partnership' s distributions, if any, to the Limited Partners will be adversely affected by declines in oil and natural gas prices.

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The General Partner is authorized under the Agreement to cause, in its sole discretion, the sale or transfer of the Partnership' s assets to, or the merger or consolidation of the Partnership with, another partnership, corporation or other business entity. Such action could have a material impact on the nature of the investment of all Limited Partners. ullet

Except for certain transfers to the General Partner and other restricted transfers, the Agreement prohibits a Limited Partner from transferring Units. Thus, except for the limited right of the Limited Partners after December 31, 2010 to present their Units to the General Partner for purchase, Limited Partners will not be able to liquidate their investments. ullet

The Partnership could be formed with as little as $50,000 in Capital Contributions (excluding the Capital Contributions of the General Partner). As the total amount of Capital Contributions to the Partnership will determine the number and diversification of Partnership Properties, the ability of the Partnership to pursue its investment objectives may be restricted in the event that the Partnership receives only the minimum amount of Capital Contributions.

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The drilling and completion operations to be undertaken by the Partnership for the development of oil and natural gas reserves involve the possibility of a total loss of an investment in the Partnership.

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The General Partner will have the exclusive management and control of all aspects of the business of the Partnership. The Limited Partners will have no opportunity to participate in the management and control of any aspect of the Partnership' s activities. Accordingly, the Limited Partners will be entirely dependent on the management skills and expertise of the General Partner.

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Conflicts of interest exist and additional conflicts of interest may arise between the General Partner and the Limited Partners, and there are no pre-determined procedures for resolving any


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conflicts. Accordingly the General Partner could cause the Partnership to take actions to the benefit of the General Partner but not to the benefit of the Limited Partners.

ullet

Certain provisions in the Agreement modify what would otherwise be the applicable Oklahoma law as to the fiduciary standards for a general partner in a limited partnership. The fiduciary standards in the Agreement could be less advantageous to the Limited Partners and more advantageous to the General Partner than corresponding fiduciary standards otherwise applicable under Oklahoma law. The purchase of Units may be deemed as consent to the fiduciary standards set forth in the Agreement.

ullet

There can be no assurances that the Partnership will have adequate funds to provide cash distributions to the Limited Partners. The amount and timing of any such distributions will be within the complete discretion of the General Partner.

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The amount of any cash distributions which Limited Partners may receive from the Partnership could be insufficient to pay the tax liability incurred by such Limited Partners with respect to income or gain allocated to such Limited Partners by the Partnership.

Tax Risks:

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Tax laws and regulations applicable to partnership investments may change at any time and these changes may be applied retroactively. Further, several provisions in the Obama administration' s FY 2010 budget proposal would, if enacted, have an adverse impact on investments in the oil and gas industry. See " FEDERAL INCOME TAX CONSIDERATIONS-Proposed Legislation."

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Certain allocations of income, gain, loss and deduction between the Partners may be challenged by the Internal Revenue Service (the " Service" ). A successful challenge would likely result in a Limited Partner having to report additional taxable income or being denied a deduction. ullet

It is anticipated that a Limited Partner will be allocated deductions in excess of his or share of Partnership income for the first year(s) of the Partnership. Unless a Limited Partner has substantial current taxable income from trade or business activities in which the Limited Partner does not materially participate, his or her use of deductions allocated from the Partnership may be limited.

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Federal income tax payable by a Limited Partner by reason of his or her allocated share of Partnership income for any year may exceed the Partnership distributions to that Limited Partner for the year.

Operational Risks: ullet

The search for oil and gas is highly speculative and the drilling activities conducted by the Partnership may result in wells that may be dry or wells that do not produce sufficient oil and gas to produce a profit or result in a return of the Limited Partners' investment.

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Certain hazards are encountered in drilling wells, some of which could lead to substantial liabilities to third parties or governmental entities. Also, governmental regulations or new laws relating to environmental matters could increase Partnership costs, delay or prevent drilling a well, require the Partnership to cease operations in certain areas or expose the Partnership to significant liabilities for violations of laws and regulations.

Additional Financing Additional Assessments . After the Aggregate Subscription has been fully expended or committed and the General Partner' s Minimum Capital Contribution has been fully expended, the General Partner may make one or more calls for Additional Assessments if additional funds are required to pay the Limited Partners' share of Drilling Costs, Special Production and Marketing Costs or Leasehold Acquisition Costs. The maximum amount


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of total Additional Assessments which may be called for by the General Partner is $100 per Unit. See " ADDITIONAL FINANCING - Additional Assessments." Partnership Borrowings . After the General Partner' s Minimum Capital Contribution has been expended, the General Partner may cause the Partnership to borrow funds required to pay Drilling Costs, Special Production and Marketing Costs or Leasehold Acquisition Costs of Productive properties. The General Partner may also, but is not required to, advance funds to the Partnership to pay those costs. See " ADDITIONAL FINANCING - Partnership Borrowings."

Proposed Activities General . The Partnership is being formed for the purposes of conducting oil and gas drilling and development operations and acquiring producing oil and gas properties. The Partnership will, with certain limited exceptions, participate on a proportionate basis with UPC in each producing oil and gas lease acquired and in each oil and gas well participated in by UPC for its own account during the period from January 1, 2010, if the Partnership is formed before that date, or from the date of the formation of the Partnership if formed after January 1, 2010, until December 31, 2010, and will, with certain limited exceptions, serve as a co-general partner with UPC in any drilling or income programs which may be formed by the General Partner in 2010. See " PROPOSED ACTIVITIES."

Partnership Objectives . The Partnership is being formed to provide eligible employees and directors the opportunity to participate in the oil and gas exploration and producing property acquisition activities of UPC during 2010. UNIT hopes that participation in the Partnership will provide the participants with greater proprietary interests in UPC' s operations and the potential for realizing a more direct benefit in the event these operations prove to be profitable. The Partnership has been structured to achieve the objective of providing the Limited Partners with essentially the same economic returns that UPC realizes from the wells drilled or acquired during 2010.

Application of Proceeds

The offering proceeds will be used to pay the Leasehold Acquisition Costs incurred by the Partnership to acquire those pr
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