EXHIBIT 10.1
MASTER CONVEYANCE OF OVERRIDING ROYALTY INTEREST
BY AND BETWEEN
[EEX],
AND
[TRUST]
DATED
____________________, 2002
TABLE OF CONTENTS
ARTICLE I
CERTAIN DEFINITIONS AND REFERENCES
1.1 Certain Defined Terms.................................................1
1.2 References and Titles.................................................2
ARTICLE II
OVERRIDING ROYALTY CONVEYANCE
2.1 Grant of Overriding Royalty Interest..................................3
2.2 Overriding Royalty Percentage.........................................3
2.3 Filing Fees...........................................................3
ARTICLE III
CERTAIN MATTERS RELATED TO THE SUBJECT INTERESTS
3.1 Abandonments..........................................................4
3.2 Contracts with Affiliates and/or Subsidiaries.........................4
3.3 Right to Use Wellbores................................................4
3.4 Amendment of Drilling or Spacing Units/Unitization....................4
3.5 Operations............................................................4
ARTICLE IV
CHANGE IN OWNERSHIP
4.1 Change in Ownership...................................................5
ARTICLE V
ACCESS TO BOOKS AND RECORDS; CONFIDENTIALITY
5.1 Records...............................................................5
5.2 Confidentiality.......................................................5
ARTICLE VI
TITLE MATTERS AND DISCLAIMERS
6.1 Disclaimers...........................................................6
ARTICLE VII
TERMINATION
7.1 Termination of Leases.................................................6
ARTICLE VIII
MISCELLANEOUS
8.1 Governing Law.........................................................6
8.2 No Personal Liability by Grantee......................................7
8.3 Perpetuities..........................................................7
8.4 Intentions of the Parties.............................................7
8.5 Notices...............................................................7
8.6 Amendments............................................................8
8.7 Counterparts..........................................................8
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8.8 Binding Effect........................................................9
8.9 Partition.............................................................9
8.10 Partial Invalidity....................................................9
8.11 Effective Date........................................................9
8.12 Recording.............................................................9
Exhibits
Exhibit A - Leases and Subject Interests
Exhibit B - Recordable Conveyance
Exhibit C - Existing Subject Interests
Exhibit D - Sample Calculation of XXXX
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MASTER CONVEYANCE OF OVERRIDING ROYATY INTEREST
THIS
MASTER CONVEYANCE OF OVERRIDING ROYALTY INTEREST (this "Master
Conveyance") dated as of ____________, 2002 is made by and between [EEX], a
____________________________, as Grantor, and [TRUST] a
__________________________________, as Grantee.
WHEREAS, capitalized terms used herein and not otherwise defined shall
have the meanings given such terms in Article I below; and
WHEREAS, Grantor is the owner of certain oil, gas and/or mineral
properties; and
WHEREAS, Grantor desires to convey to Grantee the Overriding Royalty
Interest;
NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Grantor and Grantee agree as follows
ARTICLE I
CERTAIN DEFINITIONS AND REFERENCES
1.1 Certain Defined Terms. When used in this Master Conveyance, the
following terms shall have the respective meanings assigned to them in this
Section 1.1:
"Affiliate" shall mean, with respect to any Person, (a) any other
Person directly or indirectly owning, controlling or holding with power to vote
50% or more of the outstanding voting securities of such Person, (b) any other
Person 50% or more of whose outstanding voting securities are directly or
indirectly owned, controlled or held with power to vote by such Person, and (c)
any other Person directly or indirectly controlling, controlled by or under
common control with such Person.
"Effective Date" shall have the meaning given such term in Section
8.11.
"Existing Subject Interests" " shall mean all of Grantor's right, title
and interest in and to the Leases described on Exhibit C insofar, and only
insofar as such right, title and interest covers Hydrocarbons produced or that
may be produced from the Subject Formation(s) from and after the Effective Date;
provided, however, that such interest shall not include any right, title or
interest of Grantor in and to any personal property, fixtures, structures or
equipment.
"Gas" shall mean natural gas, coalbed methane and other gaseous
hydrocarbons.
"Governmental Authority" shall include the country, the state, county,
city and political subdivisions in which any Person or such Person's property is
located or which exercises valid jurisdiction over any such Person or such
Person's property, and any court, agency, department, commission, board, bureau
or instrumentality of any of them which exercises valid jurisdiction over any
such Person or such Person's property.
"Grant Period" shall mean a period of time from the Effective Date
through the fifth anniversary of the Effective Date.
"Grantee" shall mean the Person named in the preamble to this Master
Conveyance as grantee, and its successors and assigns.
"Grantor" shall mean the Person named in the preamble of this Master
Conveyance as grantor, and its successors and assigns.
"Hydrocarbons" shall mean Oil and Gas.
"Lease" shall mean each Oil, Gas and mineral lease, transfer of
operating rights or other instrument or fee tract related to the area described
on Exhibit A.
"Non-Affiliate" shall mean with respect to Grantor, any Person who is
not an Affiliate.
"Oil" shall mean crude oil, condensate and other liquid hydrocarbons.
"Overriding Royalty Interest" shall mean the overriding royalty
interest created by each of the Recordable Conveyances delivered to Grantee
pursuant to this Master Conveyance.
"Person" shall mean an individual, partnership (whether general or
limited), corporation (including a business trust), limited liability company,
joint stock company, trust, unincorporated association, bank, joint venture,
firm or other entity.
"Recordable Conveyance" shall mean a Conveyance of the Overriding
Royalty Interest, in the form of Exhibit B, between Grantor and Grantee, which
assignment is delivered by Grantor to Grantee pursuant to Section 2.1 for filing
in the files of the Minerals Management Service and in those counties and
parishes adjacent to where the Subject Interests are located.
"Subject Formation" shall mean, for the Subject Interests, Grantor's
interest in the geologic formation (or formations) as described on Exhibit A.
"Subject Interests" shall mean all of Grantor's right, title and
interest in and to the Leases described on Exhibit A insofar, and only insofar
as such right, title and interest covers Hydrocarbons produced or that may be
produced from the Subject Formation(s) from and after the Effective Date.
"Total Burdens" shall mean lessors' royalties, overriding royalties,
other royalty interests, reversionary interests, net profit interests,
production payments, subleases, carried interests, the terms of all leases, unit
agreements, pooling agreements, consolidation agreements, operating agreements,
division orders and other similar interests, contracts, agreements, instruments
and burdens that exist with respect to the Subject Interests as of the date of
the acquisition of the Subject Interests by Grantor or its Affiliates.
1.2 References and Titles. All references in this Master Conveyance to
articles, sections, subsections and other subdivisions refer to corresponding
articles, sections, subsections and other subdivisions of this Master Conveyance
unless expressly provided otherwise. Titles
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appearing at the beginning of any of such subdivisions are for convenience only
and shall not constitute part of such subdivisions and shall be disregarded in
construing the language contained in such subdivisions. All references in this
Master Conveyance to schedules or exhibits refer to schedules or exhibits to
this Master Conveyance unless expressly provided otherwise, and all such
schedules and or exhibits are hereby incorporated herein by reference and made a
part hereof for all purposes. The words "this Master Conveyance", "this
instrument", "herein", "hereof", "hereby", "hereunder" and words of similar
import refer to this Master Conveyance as a whole and not to any particular
subdivision unless expressly so limited. The words "include" and "including"
shall mean "including without limitation".
ARTICLE II
OVERRIDING ROYALTY CONVEYANCE
2.1 Grant of Overriding Royalty Interest. Promptly after the Effective
Date, Grantor will cause a Recordable Conveyance to be filed of record in all
appropriate records of the Minerals Management Service and in the counties and
parishes adjacent to where the Existing Subject Interests are located and the
Overriding Royalty Percentage as such term is used in the Recordable Conveyance,
with respect to each of the Existing Subject Interests shall equal the amount
for such property as set forth on Exhibit C. From time to time during the Grant
Period, as Grantor or its Affiliates enter into any additional Leases related to
the Subject Interest, Grantor will cause a Recordable Conveyance to be filed of
record in all appropriate records of the Minerals Management Service and in the
counties or parishes adjacent to where such Subject Interests are located. The
Overriding Royalty Percentage as such term is used in the Recordable Conveyance,
with respect to each Lease within the Subject Interest, shall be determined with
respect to each such Lease as set forth in Section 2.2 below.
2.2 Overriding Royalty Percentage. The Overriding Royalty Percentage
with respect to each of the Subject Interests shall equal five percent (5%),
proportionately reduced to a 25% working interest (or such lesser working
interest as may be owned by Grantor if less than 25%), subject to the following
two sentences. In the event that Grantor owns or subsequently acquires an
interest in a Lease or portion thereof with Total Burdens in excess of twenty
per cent (20%) but less than thirty per cent (30%), then the Overriding Royalty
Percentage shall be determined by taking the lesser of:
a) the product of five per cent (5%) times a fraction the numerator of
which is Available Net Revenue Interest (as defined below) and the
denominator is eighty per cent (80%); and
b) Available Net Revenue Interest minus seventy per cent (70%)
where Available Net Revenue Interest is equal to one minus Total Burdens, and
then proportionately reducing that value by the working interest acquired by
Grantor (up to a maximum 25% working interest) in such Lease. In the event that
Grantor owns or subsequently acquires an interest in a Lease with Total Burdens
of thirty percent (30%) or more, no ORRI shall be granted with respect to such
Lease. For purposes of illustration, Exhibit D shows hypothetical calculations
of the ORRI on leases with varying working and net revenue interests.
2.3 Filing Fees. All documentary, filing and recording fees required to
be paid in connection with the filing and recording of the Recordable Conveyance
and any related documents shall be paid by Grantee.
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ARTICLE III
CERTAIN MATTERS RELATED TO THE SUBJECT INTERESTS
3.1 Abandonments. Grantor shall have the right, without the joinder of
Grantee, to release, surrender and/or abandon the Subject Interests or any well
located therein, or any part thereof or interest therein, even though the effect
of such release, surrender or abandonment will be to release, surrender or
abandon that portion of the Overriding Royalty Interest affected thereby to the
same extent as though Grantee had joined with Grantor therein; provided,
however, that Grantor shall not release, surrender or abandon any Subject
Interest or any well located therein unless (a) Grantor has determined in good
faith as a prudent operator that such well or Subject Interest is no longer
capable of producing in paying quantities without taking into account the
Overriding Royalty Interest or (b) such Subject Interest or well is required to
be released, surrendered or abandoned in accordance with the terms of the
applicable Lease or under applicable law, rule or regulation in the jurisdiction
where such Subject Interest is located. In the event of any such release,
surrender or abandonment of any Subject Interest or well as permitted hereby,
upon the request of Grantor, Grantee shall execute such documentation as is
reasonably necessary to evidence the corresponding release, surrender or
abandonment of that portion of the Overriding Royalty Interest affected thereby.
3.2 Contracts with Affiliates and/or Subsidiaries. Grantor and/or any
of its Affiliates or any Subsidiaries may perform services and furnish supplies
and equipment with respect to the Subject Interests at prices and on terms and
conditions obtainable from unrelated third parties.
3.3 Right to Use Wellbores. Grantor shall have the right to use the
wellbore of any well located on the Subject Interest in connection with any
reworking or recompletion operation conducted with respect to such well.
3.4 Amendment of Drilling or Spacing Units/Unitization. Without joinder
or consent of Grantee or notice thereto, Grantor shall have the right and power
to unitize all or any portion of the Subject Interest with other areas and to
amend or terminate any unitization agreements, as would a reasonably prudent
operator without giving effect to the Overriding Royalty Interest. If and
whenever, through the exercise of this power or pursuant to any law or
regulation, or any order of any Government Authority, any portion of the Subject
Interest is unitized, the Overriding Royalty Interest, insofar as it relates to
such unitized area, shall be calculated in the proportion that the Subject
Interest shares in productions from such unitized area.
3.5 Operations. It is the express intent of Grantor and Grantee that
the Overriding Royalty Interest shall constitute (and this Master Conveyance
shall conclusively be construed for all purposes as creating) a single, separate
non-operating right with respect to the Subject Interests for all purposes.
Without limitation of the generality of the immediately preceding sentence,
Grantor and Grantee acknowledge that Grantee has no right or power to
participate in the selection of a drilling contractor, to propose the drilling
of a well, to determine the timing or sequence of drilling operations, to
commence or shut down production, to take over operations, or to share in any
operating decision whatsoever. Grantor and Grantee hereby expressly negate any
intent to create (and this Master Conveyance shall never be construed as
creating) a mining or other partnership or joint venture or other relationship
subjecting Grantor and Grantee to joint liability. Nothing contained in this
Master Conveyance shall be deemed to prevent or restrict
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Grantor from electing not to participate in any operations that are to be
conducted under the terms of any operating agreement, unit operating agreement,
contract for development, or similar instrument affecting or pertaining to the
Subject Interests (or any portion thereof) and permitting consenting parties to
conduct non-consent operations thereon if a reasonable and prudent operator,
acting in conformity with sound oil field practices without giving effect to the
Overriding Royalty Interest, would make such elections. With respect to the
Subject Interests for which Grantor is the operator, Grantor shall use its
commercially reasonable efforts to develop, operate, and maintain such Subject
Interests as would a prudent operator under similar circumstances in accordance
with good oil field practices without giving effect to the Overriding Royalty
Interest. As to those Subject Interests as to which Grantor is not the operator,
Grantor shall use its commercially reasonable efforts to cause the operator to
develop, maintain, and operate such Subject Interest as would a reasonably
prudent operator under similar circumstances in accordance with good oil field
practices.
ARTICLE IV
CHANGE IN OWNERSHIP
4.1 Change in Ownership. No change of ownership or right to receive the
Overriding Royalty Interest, or of any part thereof, however accomplished, shall
be binding upon Grantor until notice thereof shall have been furnished by the
Person claiming the benefit thereof, and then only with respect to payments or
delivery of Hydrocarbons thereafter made. Notice of sale or assignment of the
Overriding Royalty Interest, or any part thereof, shall consist of a copy of the
recorded instrument accomplishing the same; notice of change of ownership or
right to receive payment accomplished in any other manner (for example by reason
of incapacity, death or dissolution) shall consist of copies of recorded
documents and complete proceedings legally binding and conclusive of the rights
of all parties. Until such notice shall have been furnished to Grantor as
provided above, the payment or tender of all sums payable or delivery of
Hydrocarbons on the Overriding Royalty Interest may be made in the manner
provided in the Recordable Conveyance precisely as if no such change in interest
or ownership or right to receive payment or Hydrocarbons had occurred. The
method of notice herein provided shall be exclusive, and no other method,
whether actual or constructive, shall be binding on Grantor.
ARTICLE V
ACCESS TO BOOKS AND RECORDS; CONFIDENTIALITY
5.1 Records. Subject to any restrictions on Grantor's right to do so
under applicable operating agreements or similar contracts, Grantor will provide
Grantee with such information Grantee may reasonably require in order for
Grantee to prepare a third party reserve report or other reports required by
applicable law or the rules of any stock exchange. Nothing contained in this
Master Conveyance or otherwise shall require Grantor to retain any books and
records pertaining to the Subject Interests beyond that time period that Grantor
would customarily retain such books and records in the ordinary course of its
business.
5.2 Confidentiality. Any confidential information provided by Grantor
to Grantee pursuant to this Master Conveyance shall not be disclosed by Grantee
to any third party, except with Grantor's written consent which consent shall
not be unreasonably withheld or delayed. Notwithstanding the preceding sentence,
the parties acknowledge and agree that such
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information may be disclosed to those representatives designated by Grantee that
are reasonably necessary for the investigation of information under this Master
Conveyance or in connection with Grantee's ownership of the Overriding Royalty
Interest. To the extent that such disclosures are necessary, Grantee agrees that
it shall seek to preserve the confidentiality of such disclosures, shall inform
the parties to whom it discloses of the confidential nature of the information,
and shall be responsible for any disclosures by such parties to others in breach
of the confidentiality provisions hereof. This provision shall not prevent
Grantee from providing any confidential information received from Grantor to any
Governmental Authority or stock exchange as may be required by such Governmental
Authority or stock exchange; provided that, if feasible, Grantee shall have
given prior notice to Grantor of such required disclosure and, if so requested
by Grantor and at Grantor's sole expense, shall have used all reasonable efforts
to oppose the requested disclosure, as appropriate under the circumstances, or
other otherwise make such disclosure pursuant to a protective order or other
similar arrangement for confidentiality.
ARTICLE VI
TITLE MATTERS AND DISCLAIMERS
6.1 Disclaimers. GRANTOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS,
IMPLIED, STATUTORY OR OTHERWISE, RELATIVE TO ANY AND ALL FUTURE PRICING
ASSUMPTIONS, OR QUALITY OR QUANTITY OF HYDROCARBON RESERVES (IF ANY)
ATTRIBUTABLE TO THE SUBJECT INTERESTS OR THE ABILITY OR POTENTIAL OF THE SUBJECT
INTERESTS TO PRODUCE HYDROCARBONS. GRANTOR HEREBY EXPRESSLY DISCLAIMS ANY AND
ALL REPRESENTATION AND WARRANTIES EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH
RESPECT TO THE PRODUCTION WHICH HAS BEEN OR MAY BE PRODUCED FROM THE LEASES,
SUBJECT INTERESTS, HYDROCARBONS AND THE OVERRIDING ROYALTY INTEREST.
ARTICLE VII
TERMINATION
7.1 Termination of Leases. In the event any individual Lease or Subject
Interest (or portion thereof, as applicable) should be released, surrendered or
abandoned by Grantor pursuant to Section 3.1 the Overriding Royalty Interest no
longer shall apply to that particular Lease or Subject Interest (or such portion
thereof, as applicable). Upon termination of the Overriding Royalty Interest, as
above provided, upon request by Grantor, Grantee shall, at Grantee's expense,
execute and deliver such instrument or instruments as may be necessary to
evidence the termination of the Overriding Royalty Interest.
ARTICLE VIII
MISCELLANEOUS
8.1 Governing Law. This Master Conveyance shall be construed and
enforced in accordance with and governed by the laws of the State of
Texas and
the laws of the United States of America, except that, to the extent that the
law under the Outer Continental Lands Act requires the law of a state adjacent
to which the Subject Interests is located (or which is otherwise applicable to a
portion of the Subject Interests) necessarily governs with respect to
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procedural and substantive matters relating to the Overriding Royalty Interest,
the law of such state shall apply as to that portion of the Subject Interests
located adjacent to or in (or otherwise subject to the laws of) such state.
8.2 No Personal Liability by Grantee. The parties acknowledge that the
Overriding Royalty Interest is a non-operating interest and that Grantee owns
such interest, free from the payment by Grantee of the costs, risk and expense
of production. Notwithstanding anything to the contrary contained in this Master
Conveyance, Grantee shall never personally be responsible for paying any part of
the costs, expenses or liabilities incurred in connection with the operating,
owning and/or maintaining of the Subject Interests.
8.3 Perpetuities. It is not the intent of Grantor or Grantee that any
provision herein violate any applicable law regarding the rule against
perpetuities, the suspension of the absolute power of alienation, or other rules
regarding the vesting or duration of estates, and this Master Conveyance shall
be construed as not violating such rules to the extent the same can be so
construed consistent with the intent of the parties. In the event however that
any provision hereof is determined to violate any such rule, then such provision
shall nevertheless be effective for the maximum period (but not longer than the
maximum period) permitted by such rule that will result in no violation. To the
extent the maximum period is permitted to be determined by reference to "lives
in being," Grantor and Grantee agree that "lives in being" shall refer to
lifetime of the last to die of the living lineal descendants of the late Xxxxxx
X. Xxxxxxx (father of the late President of the United States of America).
8.4 Intentions of the Parties. Nothing herein contained shall be
construed to constitute either party hereto (under state law, for tax purposes
or otherwise) the agent of, or in partnership with, the other party. If,
however, the parties hereto are deemed to have entered into a relationship that
constitutes a partnership for federal income tax purposes, the parties hereby
elect to be excluded from the application of Subchapter K, Chapter 1, Subtitle A
of the Internal Revenue Code of 1986, and agree not to take any position
inconsistent with such election. IN ADDITION, THE PARTIES HERETO INTEND THAT THE
OVERRIDING ROYALTY INTEREST SHALL AT ALL TIMES BE TREATED AS (a) AN OVERRIDING
ROYALTY INTEREST OR PRODUCTION PAYMENT RATHER THAN AS A WORKING OR ANY OTHER
INTEREST WITHIN THE MEANING OF SECTION 636 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, AND THE REGULATIONS AND JUDICIAL AUTHORITY RELATING THERETO AND (b)
AN INTEREST IN REAL PROPERTY, AND, IN ACCORDANCE THEREWITH AND THE TERMS OF THIS
MASTER CONVEYANCE, GRANTEE SHALL LOOK EXCLUSIVELY TO THE HYDROCARBONS PRODUCED
FROM THE SUBJECT INTERESTS FOR THE SATISFACTION AND REALIZATION OF THE
OVERRIDING ROYALTY INTEREST. ALL PROVISIONS OF THIS MASTER CONVEYANCE, AND THE
RECORDABLE CONVEYANCE SHALL BE CONSTRUED AND TREATED ACCORDINGLY.
8.5 Notices. All notices, consents and other communications under this
Master Conveyance shall be in writing and shall be deemed to have been duly
given (a) when delivered by hand, (b) when sent by telecopier (with receipt
confirmed), (c) when received by the addressee, if sent by a nationally
recognized express delivery service or (d) upon receipt after being mailed by
certified or registered mail; in each case to the appropriate addresses and
telefax numbers set forth below (or to such other addresses and telefax numbers
as a party may designate as to itself by notice to other party):
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(i) if to Grantor:
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Attention:
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Facsimile:
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with a copy to:
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Attention:
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Facsimile:
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(ii) if to the Grantee:
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Attention:
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Facsimile:
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with a copy to:
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Attention:
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Facsimile:
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A copy of this Master Conveyance has been retained by Grantor and Grantee, and
upon the receipt of a request from any party for a copy of this Master
Conveyance, Grantor and Grantee are each hereby authorized to deliver a copy of
this Master Conveyance directly to such requesting party; provided however, that
Grantee shall provide a copy of any such request, together with a copy of the
letter transmitting this Master Conveyance to any such requesting party, to
Grantor within five (5) business days after sending such copy to the requesting
party and Grantor agrees to provide a copy of such request, together with a copy
of the letter transmitting this Master Conveyance to any such requesting party,
to Grantee within five (5) business days after sending such copy to the
requesting party.
8.6 Amendments. Except as expressly set forth in this Master
Conveyance, this Master Conveyance and the Recordable Conveyance may be amended,
modified or waived only by the written agreement between Grantor and Grantee. No
waiver of any of the provisions of this Master Conveyance shall be deemed or
shall constitute a waiver of any other provision hereof (regardless of whether
similar), nor shall any such waiver constitute a continuing waiver unless
otherwise expressly provided.
8.7 Counterparts. This Master Conveyance may be executed by Grantor and
Grantee in any number of counterparts, each of which shall be deemed to be an
original instrument, but all of which together shall constitute one and the same
instrument.
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8.8 Binding Effect. All the covenants and agreements of Grantor herein
contained shall be deemed to be covenants running with Grantor's interest in the
Subject Interests and the lands affected thereby. All of the provisions hereof
shall inure to the benefit of Grantee and its successors and assigns and shall
be binding upon Grantor and its successors and assigns.
8.9 Partition. Grantor and Grantee acknowledge that Grantee has no
right or interest that would permit it to partition any portion of the Subject
Interests, and Grantee waives any such right.
8.10 Partial Invalidity. In the event any provision contained in this
Master Conveyance shall for any reason be held to be invalid, illegal or
unenforceable by a Governmental Authority, then (to the extent permitted under
applicable law) such invalidity, illegality or unenforceability shall not affect
any of the remaining provisions of this Master Conveyance which shall remain in
full force and effect.
8.11 Effective Date. This Master Conveyance is effective for all
purposes (the "Effective Date") as of [EFFECTIVE XXXX XXX XXXXXX XX XXX], 0000.
8.12 Recording. It is not the intent of Grantor and Grantee to record
this Master Conveyance in the public records of the Minerals Management Service
and in the counties or parishes adjacent to where the Subject Interests are
located but to record the Recordable Conveyance for filing in such public
records. In addition to such Recordable Conveyance (without creating any
additional covenants, warranties or representations of or by Grantor), Grantor
covenants and agrees to execute and deliver to Grantee all such other and
additional assignments, instruments and other documents and to do all such other
acts and things as may be necessary more fully to vest in Grantee title to the
Overriding Royalty Interest. Such separate or additional assignments and the
Recordable Conveyance: (a) shall evidence the assignment of the Overriding
Royalty Interest herein made or intended to be made; (b) shall not modify any of
the terms and covenants herein set forth and shall not create any additional
representations or covenants of or by Grantor to Grantee; (c) shall be deemed to
contain all of the terms and provisions hereof, as fully and to all intents and
purposes as though the same were set forth at length in the separate
assignments; and (d) to the extent required by law, shall be on forms
prescribed, or may otherwise be on forms suggested, by the appropriate
Governmental Authorities. In the event any term or provision of any separate or
additional assignment or the Recordable Conveyance should be inconsistent with
or conflict with the terms or provisions of this Master Conveyance, the terms
and provisions of this Master Conveyance shall control and shall govern the
rights, obligations and interests of the parties hereto, their successors and
assigns.
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IN WITNESS WHEREOF, Grantor and Grantee have executed this Master
Conveyance on this ____ day of ___________, 2001.
GRANTOR:
[EEX]
By:
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GRANTEE:
[TRUST]
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By:
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