FIRST AMENDMENT TO OMNIBUS OPERATING AGREEMENT
EXHIBIT 10.2
FIRST AMENDMENT TO OMNIBUS OPERATING AGREEMENT
THIS FIRST AMENDMENT TO OMNIBUS OPERATING AGREEMENT (“Amendment”), is entered into as of August 31, 2009, to be effective as of 7:00 a.m. Central Daylight Savings Time on July 1, 2009 (the “Effective Time”), by and between Pioneer Natural Resources USA, Inc., a Delaware corporation (“Pioneer USA”), and Pioneer Southwest Energy Partners USA LLC, a Delaware limited liability company (“PSE LLC”). Pioneer USA and PSE LLC are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”
WHEREAS, the Parties have entered into that certain Omnibus Operating Agreement dated May 6, 2008 (the “IPO Omnibus Operating Agreement”); and
WHEREAS, pursuant to that certain Purchase and Sale Agreement dated effective as of the Effective Time (as the same may have been amended as of or prior to the date hereof, the “Purchase and Sale Agreement”), Pioneer USA conveyed to PSE LLC, among other assets, (i) additional interests in the Excluded ▇▇▇▇▇ (as defined below) and the oil and gas leases and mineral interests associated therewith such that PSE LLC’s interest in the Excluded ▇▇▇▇▇ would no longer be deemed to be “wellbore assignments” and (ii) interests in the wellbores of the Added Wellbores (as defined below) and associated leaseholds and interests related to those wellbores; and
WHEREAS, pursuant to the terms of the Purchase and Sale Agreement, Pioneer USA, as Operator, and PSE LLC, as Non-Operator, have entered into that certain Omnibus Operating Agreement effective as of the Effective Time (the “2009 Operating Agreement”); and
WHEREAS, the Parties desire to amend the IPO Omnibus Operating Agreement in certain respects as hereinafter provided;
NOW, THEREFORE, for Ten Dollars and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1. Amendment to Definition of Wellbore. The term, “Wellbore,” as used in the IPO Omnibus Operating Agreement, shall no longer be deemed to refer to or include any interest in any of the ▇▇▇▇▇ listed on Schedule 1 to this Amendment (the “Excluded ▇▇▇▇▇”), and shall be deemed to include the wellbores of the ▇▇▇▇▇ listed on Schedule 2 to this Amendment (the “Added Wellbores”).
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2. |
Effect of Amendment. |
(a) In the event of a conflict between the terms of the Purchase and Sale Agreement and the terms of the IPO Omnibus Operating Agreement, as hereby amended, to the extent that the rights and obligations of the Parties have been allocated pursuant to the terms of the Purchase and Sale Agreement, the terms of the Purchase and Sale Agreement shall control.
(b) Except as provided in Section 2(a) of this Amendment, the terms of the IPO Omnibus Operating Agreement shall be applicable to the Added Wellbores from and after the Effective Time.
(c) Except as provided in Section 2(a) of this Amendment, (i) the terms of the IPO Omnibus Operating Agreement shall be applicable to the Excluded ▇▇▇▇▇ prior to the Effective Time, (ii) the terms of the 2009 Omnibus Operating Agreement shall be applicable to the Excluded ▇▇▇▇▇ from and after the Effective Time, and (iii) this Amendment shall not affect any rights or obligations of the Parties that may have accrued with respect to the Excluded ▇▇▇▇▇ as of the Effective Time under the IPO Omnibus Operating Agreement.
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3. |
Miscellaneous. |
(a) This Amendment shall be binding on the Parties and their respective successors and assigns.
(b) This Amendment may be executed in counterparts, each of which shall be deemed an original.
(b) Except as expressly amended by this Amendment, the IPO Omnibus Operating Agreement remains in full force and effect, and the Parties hereby adopt, ratify, and confirm the IPO Omnibus Operating Agreement, as hereby amended.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Parties have executed this Amendment on the date first above written, effective as of the Effective Time.
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PIONEER NATURAL RESOURCES USA, INC. |
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By: |
/s/ ▇▇▇▇ ▇. ▇▇▇▇ |
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▇▇▇▇ ▇. ▇▇▇▇ |
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Executive Vice President and |
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General Counsel |
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PIONEER SOUTHWEST ENERGY PARTNERS USA LLC |
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By: |
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its sole member |
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By: PIONEER NATURAL RESOURCES GP LLC, |
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its general partner |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Executive Vice President and |
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Chief Financial Officer |
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SCHEDULE 1 |
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Attached to and made a part of that First Amendment to Omnibus Operating Agreement dated to be effective July 1, 2009, by and between Pioneer Natural Resources USA, Inc., as Operator, and Pioneer Southwest Energy Partners USA LLC, as Non-Operator |
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COUNTY |
PROPERTY NO. |
PROP SUB |
WELL NAME |
API |
LEGAL LOCATION |
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▇▇▇▇▇▇ |
714001 |
001 |
ASHLEY #1 |
42317301960000 |
1320' FSL & 1320' FWL ▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇&▇ |
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▇▇▇▇▇▇ |
▇▇▇▇▇▇ |
002 |
ASHLEY #2 |
42317346990000 |
660' FSL & ▇▇▇▇' ▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇&▇ |
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▇▇▇▇▇▇ |
▇▇▇▇▇▇ |
005 |
GLASS 7 #5 |
42317344130000 |
660' FNL & 1980' FEL ▇▇▇ ▇ ▇▇▇ ▇▇ ▇▇▇ ▇&▇ |
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▇▇▇▇▇▇ |
▇▇▇▇▇▇ |
006 |
GLASS 7 #6 |
42317345150000 |
660' FNL & 660' FWL ▇▇▇ ▇ ▇▇▇ ▇▇ ▇▇▇ ▇&▇ |
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▇▇▇▇▇▇ |
▇▇▇▇▇▇ |
007 |
GLASS 7 #7 |
42317345160000 |
1980' FSL & 660' FWL ▇▇▇ ▇ ▇▇▇ ▇▇ ▇▇▇ ▇&▇ |
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▇▇▇▇▇▇ |
▇▇▇▇▇▇ |
001 |
GLASS #1 |
42317325960000 |
660' FNL & 1980' FEL SEC ▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ |
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▇▇▇▇▇▇ |
▇▇▇▇▇▇ |
001 |
GLASS A #1 |
42317325930000 |
1980' FSL & 1980' FEL SEC ▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ |
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▇▇▇▇▇▇ |
▇▇▇▇▇▇ |
001 |
GLASS C #1 |
42317326560000 |
1980' FSL & 660' FWL ▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇&▇ |
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▇▇▇▇▇▇ |
▇▇▇▇▇▇ |
002 |
GLASS C #2 |
42317326550000 |
990' FSL & 1980' FEL ▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇&▇ |
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▇▇▇▇▇▇ |
▇▇▇▇▇▇ |
001 |
▇▇▇ #1 |
42317329700000 |
660' FSL & 1980' FEL ▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇&▇ |
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▇▇▇▇▇▇ |
▇▇▇▇▇▇ |
001 |
SCHARBAUER R #1 |
42317335600000 |
660' FNL & 660' FEL LABOR 22 LGE 322 LA SALLE CSL |
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▇▇▇▇▇▇ |
883068 |
001 |
SCHARBAUER T #1 |
42317335590000 |
660' FNL & 660' FEL LABOR 1 LGE 322 LA SALLE CSL |
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▇▇▇▇▇▇ |
893036 |
001 |
DOVE I #1 |
42317336720000 |
660' FSL & 660' FWL LABOR 1 LGE 322 LA SALLE ▇▇▇ |
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▇▇▇▇▇▇ |
▇▇▇▇▇▇ |
▇▇▇ |
▇▇▇▇ ▇ #1 |
42317336760000 |
660' FSL & 660' FWL LABOR 22 LGE 322 LA SALLE CSL |
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▇▇▇▇▇▇ |
893060 |
001 |
DOVE O #1 |
42317336820000 |
660' FSL & 660' FEL LABOR 13 LGE 324 LA SALLE CSL |
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▇▇▇▇▇▇ |
905014 |
001 |
▇▇▇▇▇▇ H #1 |
42317338050000 |
660' FSL & 860' FWL LABOR 25 LGE 322 LA SALLE CSL |
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▇▇▇▇▇▇ |
905014 |
002 |
▇▇▇▇▇▇ H #2 |
42317338510000 |
660' FNL & 660' FEL LABOR 25 LGE 322 LA SALLE CSL |
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▇▇▇▇▇▇ |
905014 |
003 |
▇▇▇▇▇▇ H #3 |
42317346430000 |
660' FNL & 660' FWL LABOR 25 LGE 322 LASALLE CSL |
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▇▇▇▇▇▇ |
905015 |
001 |
▇▇▇▇▇▇ I #1 |
42317338040000 |
660' FSL & 660' FEL LAB 9 LGE 324 LA SALLE CSL |
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▇▇▇▇▇▇ |
905015 |
002 |
▇▇▇▇▇▇ J #1 |
42317338140000 |
660' FSL & 660' FEL LAB 7 LGE 324 LA SALLE CSL |
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▇▇▇▇▇▇ |
905015 |
102 |
▇▇▇▇▇▇ I #2 |
42317345080000 |
660' FNL & 660' FEL LAB 9 LGE 324 LASALLE CSL |
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▇▇▇▇▇▇ |
905015 |
202 |
▇▇▇▇▇▇ J #2 |
42317345090000 |
660' FNL & 660' FWL LAB 7 LGE 324 LASALLE CSL |
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▇▇▇▇▇▇ |
905017 |
001 |
▇▇▇▇▇▇ K #1 |
42317338060000 |
660' FSL & 860' FWL LABOR 17 LGE 322 LA SALLE CSL |
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▇▇▇▇▇▇ |
905017 |
002 |
▇▇▇▇▇▇ K #2 |
42317338360000 |
660' FNL & 660' FEL LABOR 14 LGE 322 LA SALLE CSL |
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▇▇▇▇▇▇ |
905017 |
003 |
▇▇▇▇▇▇ K #3 |
42317338330000 |
660' FSL & 660' FWL LABOR 13 LGE 322 LA SALLE CSL |
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▇▇▇▇▇▇ |
905017 |
004 |
▇▇▇▇▇▇ K #4 |
42317338590000 |
660' FSL & 660' FWL LABOR 14 LGE 322 LA SALLE CSL |
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▇▇▇▇▇▇ |
905017 |
008 |
▇▇▇▇▇▇ K #8 |
42317345790000 |
725' FNL & 660' FWL LABOR 17 LGE 322 LASALLE CSL |
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▇▇▇▇▇▇ |
905018 |
001 |
▇▇▇▇▇▇ L #1 |
42317338280000 |
660' FSL & 660' FWL LABOR 8 LGE 322 LA SALLE CSL |
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▇▇▇▇▇▇ |
905021 |
001 |
▇▇▇▇▇▇ N #1 |
42317338160000 |
660' FNL & 660' FWL LAB 14 LGE 324 LA SALLE CSL |
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▇▇▇▇▇▇ |
912011 |
001 |
▇▇▇▇▇▇ V #1 |
42317339040000 |
660' FNL & 660' FEL LABOR 15 LGE 322 LA SALLE CSL |
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MIDLAND |
831770 |
001 |
▇▇▇▇▇ #1 |
42329311860000 |
660' FSL & 660' FEL ▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇&▇ |
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▇▇▇▇▇▇▇ |
▇▇▇▇▇▇ |
001 |
▇▇▇▇▇ A #1 |
42329312630000 |
660' FSL & ▇▇▇▇' ▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇&▇ |
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▇▇▇▇▇▇▇ |
▇▇▇▇▇▇ |
001 |
▇▇▇▇▇▇▇▇▇▇ #1 |
42329311780000 |
1747' FSL & 1037' FEL ▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇&▇ |
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▇▇▇▇▇▇▇ |
▇▇▇▇▇▇ |
001 |
▇▇▇▇▇▇▇ A #1 |
42329312180000 |
1980' FSL & 660' FEL ▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇&▇ |
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▇▇▇▇▇▇▇ |
▇▇▇▇▇▇ |
001 |
▇▇▇▇▇▇▇ A #1 |
42329312740000 |
1980' FNL & ▇▇▇' ▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇&▇ |
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▇▇▇▇▇▇▇ |
▇▇▇▇▇▇ |
002 |
▇▇▇▇▇▇▇ F #1 |
42329312720000 |
1980' FSL & 1588' FEL ▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇&▇ |
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▇▇▇▇▇▇▇ |
▇▇▇▇▇▇ |
▇▇▇ |
▇▇▇▇▇ #1 |
42329317540000 |
660' FNL & 660' FWL ▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇&▇ |
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▇▇▇▇▇▇▇ |
▇▇▇▇▇▇ |
▇▇▇ |
▇▇▇▇▇ #2 |
42329317530000 |
990' FNL & ▇▇▇▇' ▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇&▇ |
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▇▇▇▇▇▇▇ |
▇▇▇▇▇▇ |
001 |
▇▇▇▇▇ #1 |
42329320630000 |
1980' FNL & ▇▇▇▇' ▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇&▇ |
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▇▇▇▇▇▇▇ |
▇▇▇▇▇▇ |
001 |
▇▇▇▇▇▇▇ C #1 |
42329320930000 |
660' FSL & 1600' FEL ▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇&▇ |
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▇▇▇▇▇▇▇ |
▇▇▇▇▇▇ |
▇▇▇ |
▇ ▇ ▇▇▇▇▇▇ #▇ |
42329316560000 |
983' FNL & ▇▇▇▇' ▇▇▇ ▇▇▇ ▇ ▇▇▇ ▇▇ ▇▇▇ ▇&▇ |
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▇▇▇▇▇▇▇ |
▇▇▇▇▇▇ |
▇▇▇ |
▇▇▇▇▇▇▇▇ P #1 |
42329339930000 |
1980' FSL & 660' FWL ▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇&▇ |
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▇▇▇▇▇ |
▇▇▇▇▇▇ |
001 |
▇▇▇▇▇▇▇ D #1 |
42461321410000 |
1980' FSL & 1650' FEL ▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇&▇ |
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▇▇▇▇▇ |
▇▇▇▇▇▇ |
▇▇▇ |
▇▇▇▇▇▇▇ ▇ #▇ |
42461325460000 |
1980' FNL & 660' FEL ▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇&▇ |
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▇▇▇▇▇ |
▇▇▇▇▇▇ |
▇▇▇ |
▇▇▇▇▇▇▇ ▇ #▇ |
42461325430000 |
1980' FSL & 1980' FWL ▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇&▇ |
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▇▇▇▇▇ |
▇▇▇▇▇▇ |
▇▇▇ |
▇▇▇▇▇▇▇ ▇ #▇ |
42461331410000 |
1980' FSL & 660' FEL ▇▇▇ ▇ ▇▇▇ ▇▇ ▇▇▇ ▇&▇ |
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▇▇▇▇▇ |
▇▇▇▇▇▇ |
▇▇▇ |
▇▇▇▇▇▇▇ ▇ #▇ |
42461331420000 |
660' FSL & ▇▇▇▇' ▇▇▇ ▇▇▇ ▇ ▇▇▇ ▇▇ ▇▇▇ T&P |
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SCHEDULE 2 |
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Attached to and made a part of that First Amendment to Omnibus Operating Agreement dated to be effective July 1, 2009, by and between Pioneer Natural Resources USA, Inc., as Operator, and Pioneer Southwest Energy Partners USA LLC, as Non-Operator |
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COUNTY |
PROPERTY NO. |
PROP SUB |
WELL NAME |
API |
LEGAL LOCATION |
DEEPEST PRODUCING PERFORATION |
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▇▇▇▇▇▇ |
892025 |
004 |
DOVE E #4 |
42317348220000 |
600' FSL & 710' FEL LAB 9 LEAGUE 325 LASALLE CSL |
9948 |
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▇▇▇▇▇▇ |
893056 |
▇▇▇ |
▇▇▇▇ ▇ #▇ |
42317351600000 |
660' FSEL & 680' FNEL LAB 9 LEAGUE 322 LASALLE CSL |
9914 |
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▇▇▇▇▇▇ |
883025 |
003 |
GLASS W #3 |
42317346780000 |
1980' FSL & 1980' FWL SEC ▇▇ ▇▇▇▇▇ ▇▇ ▇&▇ ▇▇ ▇▇ ▇▇▇▇▇▇ |
▇▇▇▇ |
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▇▇▇▇▇▇ |
879041 |
003 |
▇▇▇▇▇▇ A #3 |
42317350920000 |
660' FNL & 660' FWL SEC 30 BLOCK 36 T&P RR CO SURVEY |
9335 |
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MIDLAND |
921857 |
▇▇▇ |
▇▇▇▇▇▇ ▇ #▇ |
▇▇▇▇▇▇▇▇▇▇▇▇▇▇ |
▇▇▇▇' ▇▇▇ & 660' FEL ▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇&▇ ▇▇ ▇▇ ▇▇▇▇▇▇ |
▇▇▇▇ |
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▇▇▇▇▇▇▇ |
903018 |
▇▇▇ |
▇▇▇▇▇▇ ▇ #▇ |
42329358820000 |
660' FNL & 1980' FWL SEC 18 BLOCK 38 T&P RR CO SURVEY |
9203 |
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MIDLAND |
801009 |
003 |
▇▇▇▇▇ FOUDATION D #3 |
42329358080000 |
1980 'FNL & 2011' FWL SEC ▇▇ ▇▇▇▇▇ ▇▇ ▇&▇ ▇▇ ▇▇ ▇▇▇▇▇▇ |
▇▇▇▇ |
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▇▇▇▇▇▇▇ |
911050 |
002 |
▇▇▇▇▇▇▇▇ #2 |
42329358510000 |
1980' FSL & 660' FEL SEC 48 BLOCK 37 T&P RR CO SURVEY |
8964 |
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MIDLAND |
926410 |
003 |
▇▇▇▇▇▇▇ '20' #3 |
42329357510000 |
1830' FNL & 660' FEL ▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇&▇ ▇▇ ▇▇ ▇▇▇▇▇▇ |
▇▇▇▇ |