Below is a glossary of some of the terms found on this site.


Accredited Investor. This term includes the following persons: (1) Any bank as defined in Section 3(a)(2) of the Securities Ad, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Ad, whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; insurance company as defined in W o n 2(13) of the Securities Act; investment company registered under the Investment Company Ad of 1940 or a business development company as defined in Section 2(a)(48) of the Securities Act Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Ad of 1958; employee benefit plan within Me meaning of Tie 1 of the Employee Retirement Income Security Ad of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of the Securities Ad, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are Accredited Investors; (2) Any private business development company as defined in Section 202(a)(22) of the Investment Advisers Ad of 1940; (3) Any organization described in Section 501 (c)(3) of Me Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the s p d c purpose of acquiring the securities offered, with total assets in excess of $5,000,000; (4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer; (5) Any natural person whose individual net worth or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000; (6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years, or joint income with that person's spouse in excess of $300,000 in each of those years, and who reasonably expects to have an income of such amounts in the current year; (7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment; and (8) Any entity in which all of the equity owners are accredited investors under paragraphs (I) through (7) above.

Acidizing. Pumping acid (usually hydrochloric acid) into a reservoir. As the acid dissolves calcite, the naturally occurring holes in the rock are opened and enlarged, facilitating increased flow from the reservoir. Limestone's are frequently treated with acid. Sandstones may be treated with add if they contain calcite. (The acid does not affect the quartz grains making up the sandstone.) Also see Fracturing.

Administrative Overhead. All customary and routine legal, accounting, geological and engineering fees, travel, office rent, telephone, secretarial, salaries and other incidental reasonable expenses necessary to the conduct of the Partnership's business. Such expenses do not include direct charges to the Partnership for such services as legal, auditing, accounting or engineering or reserve evaluations.

Affiliate. An 'Affiliate" is (i) any person directly or indirectly controlling, controlled by, or under common control with, another person, (ii) any person owning or controlling ten percent (10%) or more of the outstanding voting securities of another person, (iii) any officer, director or partner of a person, and (iv) if such person is an officer, director or partner, any company for which such person ads in any such capacity. "Person" means any individual, corporation, partnership, trust, estate or other entity.

Assessments. Amounts, if any, which the Investors will be required to contribute to the Partnership for costs of lease cost and acquisition cost, drilling, testing, completing I equipping certain zones or formations discovered in the well(s) (see "Assessments") or for the costs of the Partnership to the extent funds are not available from either initial Capital Contributions or well Net Revenues. Also, a Unit owner could be assessed a fee equal to his proportionate allocation of the partnership based on a cost plus 20% basis, per Unit owned, per well, for subsequent work required to be performed on the well(s). Completion and Equipment assessments are some of the additional monies due beyond the original Subscription Amount.

Assignment (Assign). Legal document transferring an interest in a property from one party to another. The receiving party is the 'assignee'; the transferring party is the 'assignment'.

Associated Gas. Natural gas that naturally occurs in a reservoir along with (associated' with) oil, in a gas cap, or dissolved in the oil.

Baffle(BBL). The standard unit of oil measurement in the U.S. oil industry. A barrel equals 42 U.S. gallons, or 149 liters. [In some countries oil is measured using the metric system; volumes in liters, or weights in metric tons.]

Behind Pipe. If a well drills through several pay zones and is completed in the deepest productive reservoir, casing is set all the way down to the producing zone. Viewed from a perspective inside the borehole, reserves in the shallower pay zones up the hole are behind the casing (pipe).

Capital Costs. Capital Costs shall mean all of the costs incurred by the Partnership in the Drilling Operations, and, if warranted, the Completion Operations to be performed on a Well or other Partnership Properties, and any pipelines built to a well, which costs are required to be capitalized for federal income tax purposes, including any dry hole tangible costs but excluding any Intangible Drilling Costs, Lease Acquisition Costs, and Operating Costs.

Capital Contribution. All sums contributed by an Investor to the Partnership.

Code. The Internal Revenue Code of 1996, as amended

Commercial Well. A Well which, after initial evaluation, appears capable d producing Products in Commercial Quantities.

Completed Well. A Well which requires no additional work other than connecting the Well to surface equipment in order to make it capable of production.

Completion Costs. All costs associated with the completion operations of a well (also applies to testing and equipment).

Completion Operations. Those operations involved in the completing and equipping of a Well as more particularly described in the Agreement.

Condensate. Liquids removed from natural gas.

Cost. When used with respect to a prospect or drill site. (i)the sum of the prices paid by the seller for such property, including bonuses; (ii) lease locations at retail. as set by seller, We insurance or examinations costs, brokers' commissions, filing fees, recording costs, transfer taxes, if any, and like charges in connection with the acquisition of such property; and (iii) rentals and ad valorem taxes paid by the seller with respect to such property to the date of its transfer to the buyer, interest on funds used to acquire or maintain such property, and such portion of the sellers reasonable, necessary and actual expenses for geological, geophysical, seismic. land engineering, drafting, accounting, legal and other like seismic allocated to the property in accordance with generally accepted accounting practices, except for expenses in connection with the past drilling of well(s) which are not producers of sufficient quantities of oil or gas to make commercially reasonable their continued operations, and provided that the expenses enumerated in (iiii) hereof shall have been incurred not more than 36 months prior to the Partnership. When used with respect to services, 'cost' means the reasonable, necessary expenses Incurred by the seller on behalf of the program in providing such services including labor expenses and consulting fees determined in accordance with generally accepted accounting principles. When used with respect to Tangible Equipment. 'Cost' shall mean the price paid by the seller or contributor in an arm's-length transaction; where Tangible Equipment is acquired in a transaction between affiliated parties, the cost shall mean be that amount so determined by generally accepted oil and gas industry accounting standards. As used elsewhere, 'cost' means the price paid by the seller but not by an arm's-length transaction.

Crude Oil. A naturally occurring mixture of liquid hydrocarbons as it comes out of the ground (before or after any dissolved gas has been separated from it, but prior to any process of distilling or refining). Greenish crude is usually high in paraffin (wax) content blackish oil is more likely to be asphaltic. Different types of source rock generate different types of crude oils.

Depletion. The value of naturally occurring mineral deposit is a function of (1) the market value of the mineral, and (2) the concentration of the mineral in the mineral deposit. Physical depletion is the exhaustion of a mineral deposit through production of the mineral. Economic depletion is the reduction in the value of the mineral deposit as it becomes exhausted (less concentrated) through production.

Depletion Allowance. The income tax deduction allowed for the exhaustion of a natural resource.

Depreciation. A tax accounting method in which the value of an asset (starting with its acquisition cost) is reduced each year. Scheduled annual (non-cash) amounts are charged against the asset. representing the gradual loss of value, as it wears out, deteriorates, or becomes obsolete. (Theoretically, such charged amounts accumulate over time, providing funds that could be used to replace the worn out asset)

Developmental Prospect or Development Well. A well drilled on, or a prospect involving, leases near proven productive areas where the Leases are believed to encompass the same geologic feature or drilled within the proven area of an oil or gas m . r to the depth of a Stratigraphic horizon known to be productive.

Drilling. After a well has been drilled vertically, it is then drilled at an angle to its total horizontal total depth.

Drill Site(s). The tract of land consisting d a portion of the Working Interest in Leases upon which a single well should be drilled according to law, regulation or the established pattern of drilling in the particular area.

Drilling Costs. All costs associated with Pre-drill, reopening existing well or new well drilling Operations of a Well.

Drilling Operations. Those operations involved in the drilling of a Well as more particularly described in the Drilling Agreement (Exhibit 'B').

Dry Gas. Natural gas that contains no appreciable liquid hydrocarbons. It may occur naturally, or may result from passing natural gas (that originally contained liquids) through standard separator equipment installed at a producing well.

Dry Hole. A well that the Managing Partner determines to plug and abandon before equipping.

Fault. A crack or fracture in the earth's crust, along which the rocks on one side have moved relative to the rocks on the opposite side. The movement could be sideways or up and down, and can range from a few inches to tens (or even hundreds) of miles. A fault can juxtapose a non-porous layer of rock against an oil-beating reservoir (sometimes thereby forming a trap).

Feet of Pay. The thickness of the pay m e penetrated in a well. In the case of an oil column floating on water, it is the thickness of the layer of oil ('the oil column') above the oil-water contact

Field. (As in OIL FIELD or GAS FIELD) Commercial oil or gas accumulation (or the land area above it). The size of an oil field can range from a few acres, to the Ghawhar oil field in Saudi Arabia that is over 100 miles long and up to a dozen miles wide.

Formation. A layer of rock having characteristics that is distinct and recognizable. The rock layer is thus map able, even among other layers of similar rocks. The thickness can range from a few feet to hundreds of feet. Distinctive features might include mineral composition, texture. diagnostic plant or animal remains (fossils) contained in it, etc.

Fracturing. A procedure undertaken to attempt to increase the flow of oil or gas from a well. A fluid (usually crude oil, diesel oil, or water) is pumped into the reservoir with such great force that the reservoir rock is physically broken and split open. Usually, the 'frac fluid' carries small pellets or beads mixed in with it ; the idea is for them to get caught in the fractures and prop them open (the beads or pellets are called the propping agent or proponent ).

General and Administrative Costs. All customary and routine accounting, legal, geophysical, geological, land, engineering, travel, mail and delivery office rent, telephone, compensation to officers and employees, and other incidental expenses of the Managing Partner or its Affiliates necessary or appropriate to the conduct of the business of the Partnership as they relate to placement of the Units offered herein and fulfillment of its obligations hereunder and under the Agreement through the Completion Operation.

Hydrocarbons. A large class of organic compounds composed of hydrogen and carbon. Crude oil, natural gas, and natural gas condensate are all mixtures of various hydrocarbons, among which methane is the simplest.

Initial Production. The average MCFS or barrels of production d e l i hum the total production realized in the first 24 hours of well production.

Intangible Drilling and Development Costs. Drilling, testing, equipment and completion costs incurred for items which have no salvage value, including without limitation (i) location and surface damages, (ii) drilling costs, (iii) drilling mud, chemicals, fuel and other materials and supplies, (iv) labor, repairs, hauling, clearing, draining, road-making, surveying, cementing, utility charges and other services, (v) drill-stem tests, cure analysis and electric logs, (vi) well site engineering and geological services, and (vii) dry hole contributions. Section 263(c) of the Code and the regulations promulgated there under permit these costs to be deducted as expenses fan election to that effect is made by the owner of the operating or working interest.

Investors. The persons, firms, corporations ,and other entities that are admitted to the Oklahoma Limited Liability Partnership, either as original, additional or substituted Limited Liability Partners, and that are then owners of an interest in the Partnership. Reference to an 'Investor' shall mean anyone of the Investors. An Investor shall not be deemed to be the owner of any assigned interest in the Partnership unless and until the assignee of such interest in the Partnership has been admitted to the Partnership as a substituted Investor.

Lease Acquisition Costs. All costs and expenses incurred at any time for lease bonuses paid to and expenses of outside land men or scouts recording fees, costs of abstracts, fees paid to and expenses of geologists and geophysicists who perform services, cost of performing or acquiring seismic data, exploration rights and options, delay rentals and other similar payments, and other costs related thereto, and any and all consideration paid to others for assignments of leasehold interests or rights to acquire, retain, defend or protect interests.

Leases/Drill Sites. Full or partial interests in oil and gas leases or drill sites, oil and gas rights, fee rights, reservations, permits or other rights authorizing the owner to drill for and reduce to possession oil and gas.

Limited Liability Partner. A general partner in a partnership, a unit owner.

Managing Partner. Windsor Exploration, LLC a Rhode Island Limited Liability Company with its principal place of business located 365 Eddy Street, Penthouse Suite, Providence. Rhode Island 02903. As used in this Memorandum, the term 'The Managing Partner" means Windsor Exploration, LLC its subsidiaries and predecessors, unless the context otherwise requires.

Memorandum. The Confidential Private Placement Memorandum of the Partnership pursuant to which the Units are offered for sale.

MCF. Thousands of cubic feet measured at standard temperature (60 degree F) and pressure (14.65 psi). In the U.S., MCF is the most common unit of measure for volumes of natural gas. ('M' is the Roman numeral for 1,000; MMCF indicates millions of cubic feet).

Natural Gas. A mixture of gaseous hydrogen formed naturally, in the earth. Most natural gases contain methane as the primary component mixed with ethane butane pentane and/or hexane. Non-hydrocarbon gases such as carbon dioxide, helium, nitrogen, and hydrogen sulfide may also be present.

Net Revenue Interest (NRI). The percentage of revenues due an interest holder in a property, net of royalties or other burdens of the property. (Example :) Assume LANDOWNER leases his mineral rights to OILMAN. LANDOWNER retains a royalty of 1/8 (=12.50%); his net revenue interest is 12.50%, OILMAN'S net revenue interest would be 87.50% (=100% - 12.50%).

Non-Accredited Investors. Persons or entities who do not satisfy one or more of the alternative definitions of the term 'Accredited Investor" and who, by virtue of their financial resources or acumen, or through the use of advisors, satisfy the Managing Partner (or its authorized representatives} that such investors satisfy the suitability standards, and otherwise meet the financial investment standards set forth in the Subscription Documents.

Offering. The offering for sale (by this Memorandum) of Units in the Partnership.

Operating Expenses. Expenditures made and costs incurred in producing oil or gas from Producing Well(s), including labor, fuel, repairs, hauling, materials, supplies, utility charges and other costs incident to, or necessary for, the maintenance or operation of such well(s) or the sale of production there from. Operating Expenses also include ill valorem and severance taxes, insurance and casualty loss expense and compensation to the Managing Partner for services rendered in supervising operations. In addition, Operating Expenses shall include any costs which are incurred for fracturing a possible producing formation or zone formation, even though such cost may be incurred prior to placing a well on production. Operating Expenses also shall include the costs of deepening, reworking or plugging back any Completed Well and the costs of implementation of any enhanced recovery operations. Operating Expenses also shall include the costs of any production equipment and facilities for producing or marketing oil and gas from Completed Well(s), including construction, installation or purchase of production facilities downstream of the well-head, whether on or off the Drill Site, including, without limitation, compressor plants, gasoline plants, gas gathering plants, storage tanks, treating facilities, pumping units, saltwater disposal systems and costs incurred in installing pressure maintenance and secondary or tertiary production projects.

Operating Expenses. Expenditures made and costs incurred in producing oil or gas from Producing well(s) , including labor, fuel, repairs, hauling, materials, supplies, utility charges and other costs incident to, or necessary for, the maintenance or operation of such well(s) or the sale of production there from. Operating Expenses also include ill! valorem and severance taxes, insurance and casualty loss expense and compensation to the Managing Partner for services rendered in supervising operations. In addition, Operating Expenses shall include any costs which are incurred for fracturing a possible producing formation or zone formation, even though such cost may be incurred prior to placing a well on production. Operating Expenses also shill include the costs of deepening, reworking or plugging back any Completed Well(s) and the costs of implementation of any enhanced recovery operations. Operating Expenses also shall include the costs of any production equipment and facilities for producing or marketing oil and gas from Completed Well(s), including construction, installation or purchase of production facilities downstream of the well-head. whether on or off the Drill Site, including, without limitation, compressor plants, gasoline plants, gas gathering plants, storage tanks, beating facilities, pumping units, saltwater disposal systems and costs incurred in installing pressure maintenance and secondary or tertiary production projects.

Tangible Equipment. Equipment used by the Partnership in connection with completing and equipping well(s), the cost of which is required to be capitalized for Federal income tax purposes; Tangible Equipment includes surface and production casing, tubing, flow lines, separators, oil storage tanks and battery, and miscellaneous fittings.

Tangible Equipment Costs. Costs for Tangible Equipment incurred by the Partnership, but specifically excluding any costs classified as Operating Costs.

Testing. Preparing a well that has been drilled to be completed. Evaluations on a formation to determined if that formation after completion could produce.

Turnkey. A fixed cost to the investor - not to exceed a stated amount, regardless of actual cost. A profit or loss can be realized by the developer who is working a fixed cost "Turnkey" arrangement. Wells and their cost in the Partnership are not sold as TURNKEY.
An investment in the Partnership in the amount of each (drilling/unit cost only). Except as agreed to by the Managing Partner, a minimum Subscription of one (1) Unit is required from each potential investor. However under certain conditions the purchase of more or less then one (I) unit may be permitted.

Unit Holder. An investor in the Partnership Units.

Unit Ownership. Each unit owns 3.3% of the Partnership.

Well(s). The proposed well(s) anticipated to be drilled on behalf of the Partnership.

Working Interest. The operating interest under an oil and gas lease entitling the holder, at his or its expense, to conduct drilling and production operations on the leased properly and receive the net revenues from such operations. The Revenue Interest allocated to the owners of the Working Interest reflects the amount allocated from the proceeds of the sale of hydrocarbon products to the owners of the transportation cost, among other costs.

Working Interest Unit Owners. The persons, films, corporations, and other entities that are admitted to the Partnership, either as original, additional or substituted Working Interest Unit Owners and that are then owners of an interest in the Partnership. Reference to a "Working Interest Unit Owner" shell mean anyone of the Working Interest Unit Owners. A Working Interest Unit Owner shall no be deemed to be the owner of any assigned interest in the Partnership unless and until the assignee of such interest in the Partnership has been admitted to the Partnership as a substituted Working Interest Unit Owner.