1
EXHIBIT 4.1
PURCHASE AND SALE AGREEMENT
This agreement (this "Agreement") made and entered into this 11th day
of February, 1998, by and between the parties listed on Exhibit "A" to this
Agreement whose names are subscribed to a counterpart of this Agreement on or
before February 20, 1998 as a Seller (such parties being referred to
collectively in this Agreement as "Sellers" and each of such parties,
individually, being referred to as "Seller") and EXCO Resources, Inc. (referred
to in this Agreement as "Buyer"), a Texas corporation, evidences the agreement
of Sellers to sell and convey to Buyer, and the agreement of Buyer to purchase
and acquire from Sellers, all of Sellers' interests in the Subject Properties,
as that term is defined below, upon the terms and conditions set forth below.
While Aztec Holding Co. (as successor in interest to Aztec-Xxxxxxx Joint
Venture, AIO Joint Venture and Aztec Petroleum Corp.) is listed on Exhibit "A"
to this Agreement as an owner of undivided interests in the X.X. Xxxxxxx Lease
and the Gathering Systems (items 1 and 6, respectively), it is not contemplated
that Aztec Holding Co. will be a Seller under this Agreement. Buyer may, if it
so chooses, contact and negotiate with the said Aztec Holding Co. separately
about the purchase of all or part of such interests upon such terms as Buyer
and the said Aztec Holding Co. may find mutually acceptable.
1. Definition of the Subject Properties. The following
interests, rights and properties are referred to in this Agreement collectively
as the "Subject Properties":
(a) the oil, gas and mineral leases described on the
schedule attached hereto as Exhibit "A", insofar as
such leases cover the lands and depths described on
Exhibit "A", such leases, insofar as they cover such
land, being referred to in this Assignment
collectively as the "Leases";
(b) all xxxxx located on the Leases (whether producing,
non-producing, shut-in, abandoned or temporarily
abandoned
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and whether oil xxxxx, gas xxxxx, salt water disposal
xxxxx, injection xxxxx or water xxxxx), together with
all of the personal property and equipment used or
obtained in connection with such well or xxxxx,
including, but not limited to, all casing, pipe,
tubing, rods, separators, well-head and in-hole
equipment, tanks, motors, fixtures and other such
personal property and equipment;
(c) all permits, licenses, orders, pooling or unitization
orders and agreements, communitization agreements,
operating agreements, exploration agreements, farmin
or farmout agreements, letter agreements, processing,
transportation or lease agreements, and other
contracts and agreements which, and only insofar as
the same cover, relate or pertain to the Leases and
the xxxxx described in (b) above; and
(d) all rights-of-way, easements, servitudes, surface
leases, treating facilities, pipelines and gathering
systems which cover, relate or pertain to the Leases
and the xxxxx described in (b) above, or which may be
necessary or convenient to be used in connection
therewith.
The Subject Properties do not include the interest of Sellers
in any overriding royalty interests in, to and under the Leases which were
owned by Sellers on the Effective Date.
2. Purchase Price. The purchase price ("Purchase Price") payable
to each Seller for such Seller's interest in the Subject Properties shall equal
the total of the amount or amounts determined by multiplying such Seller's
interest in each of the Subject Properties by the allocated value for such
property as shown on Exhibit "B" to this Agreement.
3. Special Agreement Concerning Undeveloped Xxxxxxx Acreage.
Each Seller owning an interest in the Xxxxxxx Xxxxx and Acreage described on
Exhibit "B" to this Agreement immediately prior to the Closing of this
Agreement shall retain and own an undivided 1/3rd of such interest insofar as
the same covers any well drilled by Buyer upon such acreage after Closing and
the proration unit established for such well under the rules and regulations of
the Railroad Commission of Texas or the Drilling Unit for such well under the
operating agreement relating to such acreage executed of even date herewith by
Buyer, as the initial Operator, and
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such Seller and others, as Non-Operators, whichever is larger. Such interest
shall be subject to the terms of such operating agreement. Such interest so
retained by Seller shall not cover, affect or apply to any well located on such
acreage on the Effective Date of the transaction contemplated by this Agreement
and the proration unit for such well.
4. Special Agreement Concerning the W/2 of Section 72. As a part
of the purchase and sale transaction contemplated by this Agreement, Gypsy
Production Company will, at Closing, for no additional cash consideration,
assign and convey to Buyer an undivided 48.75% of the rights of Gypsy
Production Company under the Farmout Agreement dated on or about December 3,
1997, between Gypsy Production Company and Xxxxxxxx X. Xxxxxxxx, as amended,
covering the W/2 of Xxxxxxx 00, X-000, Xxxxxxxx County, Texas. Such interest
of EXCO shall be subject to the terms and provisions of the operating agreement
covering such acreage executed of even date herewith by Gypsy Production
Company, as the initial Operator, and Xxxxxxx Oil Company, Buyer, Xxxxxxx X.
Xxxxxx, JaRo Investments, Inc., and Xxxxxxxx X. Xxxxxxxx, as Non-Operators,
which agreement provides, among other things, that Buyer shall be responsible
for and shall pay an undivided 65% of the actual costs incurred to drill, test,
complete and equip the first well drilled upon such acreage pursuant to such
farmout agreement.
5. Representations of Sellers. Each Seller, as to such Seller's
interest in the Subject Properties, represents that:
(a) Subject to the other terms of this Agreement,
including (without limitation) the special warranty
of title by Seller to be contained in the Assignment,
Xxxx of Sale and Conveyance to be delivered by Seller
to Buyer at Closing, Seller represents that Seller
owns the interest(s) in the Subject Properties shown
on Exhibit "A" to this Agreement, free and clear of
any Title Defects.
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(b) To the best of Seller's knowledge, there are no
actions, suits, charges, investigations or
proceedings pending or threatened before any court or
agency that would result in a loss or impairment of
Seller's title to any of the Subject Properties,
obstruct operation of the Subject Properties, or
significantly reduce the value of the Subject
Properties.
(c) To the best of Seller's knowledge, each of the
Subject Properties is being operated in compliance
with all applicable laws, rules and regulations of
the Railroad Commission of Texas and any other
governmental agency or authority having jurisdiction.
(d) To the best of Seller's knowledge, there are no
agreements or circumstances which would require Buyer
to deliver hydrocarbons from any of the Subject
Properties at some future time without receiving full
payment for such production or which would require
Buyer to make payment at some time for hydrocarbons
already produced and sold from such property.
(e) To the best of Seller's knowledge, Seller is not in
default under any oil, gas and mineral lease
comprising a part of the Subject Properties or any
contract or agreement relating thereto, and the same
are in full force and effect.
(f) Effective as of Closing, any gas purchase or sales
agreement between Seller and any purchaser may be
terminated upon no more than 30 days' written notice
to such purchaser by Seller or Seller's successor in
interest.
(g) If a working interest owner has designated Seller as
its representative with respect to the marketing of
gas attributable to any of the Subject Properties,
that designation of representative can be canceled
upon no more than 30 days' written notice by Seller
or Seller's successor in interest.
6. Title; Adjustments to Purchase Price.
(a) The Purchase Price for each Seller will be calculated
on the basis of such Seller owning the respective
interest(s) in the Subject Properties shown on
Exhibit "A" to this Agreement.
(b) Buyer shall, at Buyer's cost and with due diligence,
make such examination of Seller's title to the
Subject Properties
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as Buyer may elect to make. Seller will cause the
Operator of each of the Subject Properties to make
available at its offices for Buyer's examination
(during normal business hours) and, if requested,
copying (at Buyer's cost), all of such Operator's
lease and title files relating to such property as
presently constituted, and all title opinions,
abstracts, status reports, division orders, leases,
assignments, farmouts, title curative information,
correspondence with mineral/royalty and working
interest owners relating to the property in question,
rental records and other information regarding
titles, claims of title, litigation and/or threatened
litigation, well files, conventional cores,
environmental claims or liability, and other material
information or data relating to such property. In
addition, Seller shall promptly furnish Buyer a copy
of all gas contracts, designations of Seller's
representative or other marketing agency agreements,
gas transportation and treating agreements, operating
agreements and all amendments to each relating to the
Subject Properties which are still in force or
effect, and schedules showing the status of any
"non-consent" operations and "payout" of same; the
status of any gas balancing, take or pay, or other
similar arrangements; and any over production/under
production of allowables relating to the Subject
Properties. Seller shall not be obligated to provide
any title information or materials except those which
may be presently contained in the files of Seller or
the respective Operators of the Subject Properties.
(c) For the purpose of this Agreement, a "Title Defect"
shall mean one (or more) of the following:
(i) Seller's title as to one or more of the
Subject Properties is subject to an
outstanding deed of trust, judgment lien, lis
pendens notice, litigation, other lien, or
adverse claim which will survive the Closing.
(ii) Seller's interest in the Subject Properties
is subject to reduction because of a
reversionary, back-in, net profits interest,
production payment, or similar right,
provision or condition which is not disclosed
in the agreements described or referred to on
Exhibit "A" to this Agreement that would
reduce Buyer's interest or obligate Buyer to
make any retroactive or
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future payment or expenditure to maintain
such interest or avoid damages or liability;
provided, however, that the existence of the
operating agreements and the farmout
agreements described or referred to on
Exhibit "B" to this Agreement shall not be
considered a Title Defect.
(d) At least twenty-four (24) hours prior to Closing (the
"Notice Date"), Buyer will notify Seller in writing
(whether by mail, personal delivery or facsimile
transmission) of any Title Defect(s) which Buyer, in
good faith, believes exist(s) in Seller's title to
one or more of the Subject Properties including with
such notice any attorney's written opinion on title
expressing the objection(s) upon which such claim of
Title Defect(s) is (are) based, and specifying what
is required to cure the same. If Buyer does not
notify Seller of any Title Defect(s) in Seller's
title to the Subject Properties on or before the
Notice Date, it will be deemed that Buyer has
accepted Seller's title to the Subject Properties and
that no Title Defect(s) exist.
(e) If Buyer timely delivers to Seller notice(s) of Title
Defect(s), Seller (and/or Buyer) shall have until
Closing (the "Cure Period") within which to cure such
Title Defect(s) and furnish Buyer evidence thereof
reasonably satisfactory to Buyer. If Seller (or
Buyer) is unable to cure the Title Defect(s) within
the Cure Period, and the parties do not agree in
writing to an extension of the Cure Period, Buyer
shall have the right to terminate this Agreement by
giving written notice of such termination to Seller
at Closing, or any extension thereof, or Buyer may
waive such Title Defect(s) and close the purchase and
sale transaction contemplated by this Agreement, in
which event Seller will (provided the Title Defect(s)
being waived arose by, through or under Seller) agree
to indemnify Buyer against any loss, claim or damage
actually sustained by Buyer due to such Title
Defect(s).
(f) Seller and Buyer will mutually cooperate in
attempting to cure any title Defect(s) relating to
Sellers' title to the Subject Properties.
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7. Environmental Review. Buyer shall have until the Notice Date
to examine, test, evaluate, and otherwise conduct an environmental
investigation of the Subject Properties for actual and potential environmental
damage or liability, if any. On the Notice Date, Buyer will advise Sellers of
the results thereof. If the Environmental Review by Buyer reflects a material
reduction in the value of the Subject Properties, Buyer shall have the option
to either terminate this Agreement without penalty or waive the requirement or
condition which caused such termination right to exist. Any actual or
potential environmental damages, or liability shall be of such nature, extent
or consequence, that under current statutes or regulations regarding such
matters, any reasonable, prudent person would regard it as a material potential
environmental damage or liability. Buyer may exercise such option to
terminate, if applicable, at or before Closing.
8. Closing. The purchase and sale transaction described in and
contemplated by this Agreement shall take place on Thursday, February 11, 1998,
at 2 p.m., Dallas, Texas time, but in any event not later than the first day of
the month after the time provided herein for Sellers (and/or Buyer) to cure any
Title Defects. Closing shall take place in the office of Gardere & Xxxxx,
L.L.P., 3000 Thanksgiving Tower, 0000 Xxx Xxxxxx, Xxxxxx, Xxxxx 00000, or at
such other place and time agreed upon between Buyer and Sellers. The Effective
Date of the purchase and sale contemplated by this Agreement shall be at 7 a.m.
on the first day of January, 1998. At Closing:
(a) Buyer shall deliver to each Seller the Purchase Price
due such Seller by wire transfer, certified or
cashier's check or other immediately available funds.
(b) Sellers, jointly or severally, shall concurrently
deliver to Buyer (i) one or more properly executed,
acknowledged Assignments, Conveyances and Bills of
Sale effective to convey to Buyer the interest of
Sellers in the Subject Properties and the interest
described in paragraph 4 of this
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Agreement, and (ii) the operating agreement(s)
described in paragraphs 3 and 4 of this Agreement.
Such instruments shall be in form mutually acceptable
to Sellers and Buyer and shall contain the usual and
customary provisions generally found in similar
documents, including the pertinent provisions
contained in this Agreement. Such Assignments,
Conveyances and Bills of Sale shall be subject to
this Agreement, the operating agreement(s) described
in paragraphs 3 and 4 of this Agreement and the
operating agreements now in effect covering the
Leases.
9. Conditions to Obligations of Buyer at Closing. The
obligations of Buyer to purchase the Subject Properties under and pursuant to
this Agreement is subject to the satisfaction, at or before Closing, of the
following conditions:
(a) Compliance; Accuracy of Representations. Except as
otherwise provided in this Agreement, Sellers shall
have performed, satisfied, and complied in all
material respects with all covenants, agreements, and
conditions required by this Agreement to be
performed, satisfied, or complied with by it on or
before the Closing, and all representations and
warranties of Sellers in this Agreement shall be true
and correct on and as of the Closing Date with the
same force and effect as though they had been made on
the Closing Date.
(b) No Orders or Lawsuits. No order, writ, injunction,
or decree shall have been entered and be in effect by
any court of competent jurisdiction or any
Governmental Authority, and no Law shall have been
promulgated or enacted and be in effect, that
restrains, enjoins, or invalidates the transactions
contemplated hereby. No Proceeding initiated by a
third party shall be pending before any court or
Governmental Authority seeking to restrain or
prohibit or declare illegal, or seeking substantial
damages in connection with, the transactions
contemplated by this Agreement.
(c) No Material Adverse Change. Since the date of this
Agreement, there shall not have been a Material
Adverse Effect. The term "Material Adverse Effect"
shall mean any circumstance, change, development, or
event which has had or is reasonably expected to have
a material adverse effect on the Subject Properties
or the operations, revenues, or prospects with
respect thereto; provided that the term
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"Material Adverse Effect" shall not include changes
in general economic, industry, or market conditions,
or changes in law, environmental law, or any
Governmental Authority's policy, orders, or opinions.
(d) Conveyance Documents. Sellers shall have duly
executed and delivered to Buyer the conveyance
documents described in this Agreement.
(e) Due Diligence. Buyer shall have satisfactorily
completed its due diligence inquiries prior to the
Notice Date.
(f) Third Party and Governmental Consents. Sellers shall
have obtained all third party and governmental
consents or waivers necessary to consummate the
transactions contemplated by this Agreement in form
and substance reasonably satisfactory to Buyer.
(g) Succession As Operator. Buyer shall have been
selected (or assured to Buyer's satisfaction that
Buyer will be selected) to be the new or successor
Operator under all Operating Agreements covering all
of the Subject Properties except the Xxxxxxx 16-C
lease, effective January 1, 1998 at 7 a.m.
10. Indemnities and Assumption of Liabilities. For a period of
two (2) years from and after Closing, each Seller agrees to indemnify and hold
Buyer harmless from all actions, damages, liabilities, claims and expenses
(including reasonable attorney's fees) arising out of or relating to any act or
omission by such Seller with respect to its interest in the Subject Properties
occurring prior to the Effective Date, and for any liability and damages caused
by Sellers' negligence or breach of this Agreement prior to Closing.
Buyer agrees to indemnify and hold Sellers harmless against
and from all actions, damages, liabilities, claims, and expenses (including
reasonable attorney's fees) arising out of or
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relating to the Subject Properties during the time from and after the Effective
Date and for all acts or omissions occurring from and after the Effective Date,
and for any liability and damages caused by Buyer's negligence or breach of
this Agreement prior to Closing.
Each Seller, as to its interest in the Subject Properties,
shall remain responsible for all claims relating to the drilling, operations,
production and sale of hydrocarbons from the Subject Properties and the proper
accounting and payment by such Seller to parties for their interests therein,
and any retroactive payment, refunds or penalties to any party or entity
relating thereto, insofar as such claims relate to occurrences and periods of
time prior to the Effective Date, and such Seller shall defend, indemnify and
hold Buyer harmless from all such claims. Buyer shall be responsible for all
of said types of claims insofar as they relate to occurrences and periods of
time from and after the Effective Date.
All proceeds from the sale of production actually sold and
delivered by each Seller prior to the Effective Date and attributable to its
interest in the Subject Properties shall belong to and be retained by such
Seller, and all proceeds from the sale of production actually sold and
delivered after the Effective Date attributable to the Subject Properties shall
belong to and be the property of Buyer.
11. Proration of Taxes. Ad valorem, property, production,
severance, excise, and similar taxes relating to the Subject Properties shall
be prorated as of the Effective Date. Sellers shall be responsible for all
such items relating to the period of time prior to the Effective Date and Buyer
shall be responsible for all such items occurring after the Effective Date.
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12. Further Assurances. Each party shall execute and deliver to
the other such further instruments, and take such other actions reasonably
necessary to carry out the intent of this Agreement. Sellers agree to execute
appropriate transfer orders or letters in lieu of transfer orders effective on
the Effective Date.
13. Loss. Any loss to the xxxxx located on the Subject Properties
between the execution of this Agreement and the date of Closing, resulting from
fire, lightning, storm, or other casualty or from negligence of Sellers, their
operator, agents or employees, or breach of this Agreement by Sellers, shall be
borne by Sellers, and if there is substantial damage to such xxxxx, Buyer shall
have the option to terminate this Agreement upon written notice to Sellers.
14. Data Delivery. At Closing, Sellers shall deliver to Buyer
their lease, title, well, Railroad Commission files, all relevant maps, and all
other files, records, materials and information relating to the Subject
Properties (save and except information of any interpretive nature) including,
but not limited to, well logs and well records, and filings with appropriate
governmental authorities.
15. Confidentiality. All data furnished to Buyer by Sellers will
be on a confidential basis. Buyer will not remove any data from Sellers'
office without Sellers' permission. In the event Buyer does not acquire the
Subject Properties for any reason, Buyer shall return all data so removed and
all copies to Sellers.
16. Prohibited Actions. Prior to Closing, Sellers shall not,
without Buyer's prior written consent:
(a) dispose of or make any changes to the Subject
Properties, or
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(b) incur any liabilities, encumbrances or liens in
respect to the Subject Properties which are not in
the ordinary course of operations.
17. Expenses. Each party shall pay the fees and expenses of its
own counsel and accountants incurred in connection with this transaction.
18. Brokers. Each party represents that to the best of its
knowledge and belief, no outside parties have participated in the negotiation
of this transaction on behalf of either party, and no firm or person shall be
entitled to any finder's or broker's fee with respect to the transaction
contemplated by this Agreement.
19. Incorporation of Exhibits. All exhibits to this Agreement
constitute an integral part of and are incorporated in this Agreement.
20. Law. Texas law shall govern the rights and obligations of the
parties under this Agreement.
21. Certain Definitional Provisions.
(a) The words "hereof," "herein" and "hereunder," and
words of similar import, when used in this Agreement
shall refer to this Agreement as a whole and not to
any particular provision of this Agreement.
(b) The terms defined in the singular shall have a
comparable meaning when used in the plural and vice
versa.
(c) Whenever a statement is qualified by the term
"knowledge," "best knowledge," or similar term or
phrase, it is intended to indicate that the person or
party to whom or to which such phrase is attributed,
in the exercise of good faith, is not aware of acts,
omissions, or facts which would render the statement
or representation being made with such "knowledge" or
"best knowledge," or similar terms or phrase, untrue
in any material respect.
(d) Pronouns denoting gender shall include the neutral
pronoun "it" or the possessive case thereof and vice
versa.
22. Notices. All notices required or permitted to be given
hereunder shall be in
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writing and shall be deemed to have been given if delivered in person or by
facsimile transmission (FAX) or when deposited with the United States Postal
Service registered or certified mail, return receipt requested, postage
prepaid, addressed to the party to receive such notice at the address set forth
below:
If to Seller:
c/o Gypsy Production Company
North Dallas Bank Tower, Suite 420
00000 Xxxxxxx Xxxx
Xxxxxx, Xxxxx 00000
Telephone: 972/000-0000
FAX: 972/000-0000
If to Buyer:
EXCO Resources, Inc.
Attention:_________________
Xxxxx 000
0000 Xxxxxxxx
Xxxxxx, Xxxxx 00000
Telephone: 214/000-0000
FAX: 214/000-0000
23. Counterpart Execution and Binding Effect. This Agreement may
be executed in multiple counterparts, all of which shall constitute one
instrument. It is not intended, and it shall not be necessary, that all
parties will sign the same counterpart of this Agreement. Subject to the other
terms hereof, this Agreement shall be binding upon and shall inure to the
benefit of the parties subscribing their names to a counterpart hereof, their
respective heirs, successors and assigns.
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\ SELLERS:
XXXXXXX OIL COMPANY
By: /s/ XXXXX X. XXXXXXX
------------------------------------
Name (Printed): Xxxxx X. Xxxxxxx
------------------------
Title: President
---------------------------------
Date of Signature: February 11, 1998
---------------------
/s/ XXXXX X. XXXXXXX
---------------------------------------
Xxxxx X. Xxxxxxx
Date of Signature: February 11, 1998
---------------------
GYPSY PRODUCTION COMPANY
By: /s/ X. X. XXXXXX
------------------------------------
Name (Printed): X. X. XXXXXX
------------------------
Title: President
---------------------------------
Date of Signature: February 11, 1998
---------------------
By: /s/ X. X. XXXXXX
------------------------------------
Xxxxxx X. Xxxxxx, Individually
Date of Signature: February 11, 1998
---------------------
XXXXXX & ASSOCIATES
By: /s/ XXXXXX X. XXXXXX
------------------------------------
Name: Xxxxxx X. Xxxxxx
---------------------------------
Title: President
---------------------------------
Date of Signature: February 11, 1998
---------------------
MAVERICK PARTNERS, LTD.
By: MHM OIL COMPANY, GENERAL PARTNER
By: /s/ XXX XXXX
------------------------------------
Name (Printed): Xxx Xxxx
------------------------
Title: Vice-President
---------------------------------
Date of Signature: February 11, 1998
---------------------
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/s/ XXXXXXX XXXXXX
-----------------------------------------
Xxxxxxx Xxxxxx
Date: February 12, 1998
-----------------------------------
/s/ XXXX X. XXXXXXXXXX
-----------------------------------------
Xxxx X. Xxxxxxxxxx
Date: February 11, 1998
-----------------------------------
/s/ XXXXXXX X. XXXXXXXX
-----------------------------------------
Xxxxxxx X. Xxxxxxxx
Date: February 11, 1998
-----------------------------------
/s/ XXXXXX X. XXXXXX
-----------------------------------------
Xxxxxx X. Xxxxxx
Date: February 11, 1998
-----------------------------------
/s/ XXXXX XXXXXXXXXX
-----------------------------------------
Xxxxx Xxxxxxxxxx, Executor of the Estate
of Xxxxxxx Page
Date: February 11, 1998
-----------------------------------
/s/ XXXXXXX XXXXXXXX
-----------------------------------------
Xxxxxxx Xxxxxxxx
Date: February 13, 1998
-----------------------------------
/s/ XXXXX X. XXXXXXX*
-----------------------------------------
Xxxxx X. Xxxxxxx
Date: February 12, 1998
-----------------------------------
(* this agreement does not cover my
interest in the Xxxxxxx 16-C)
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/s/ X.X. XXXXXXXX
-------------------------------
X.X. Xxxxxxxx
Date: February 12, 1998
--------------------------
[ The balance of this page is left blank intentionally.]
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17
/s/ XXXXXXXX XXXXXX
--------------------------------------------
Xxxxxxxx Xxxxxx
Date of Signature: February 11, 1998
--------------------------
/s/ XXXXXXX X. XXXXXX
--------------------------------------------
Xxxxxxx X. Xxxxxx
Date of Signature: February 11, 1998
--------------------------
/s/ XXXXXXXX X. XXXXXXXX
--------------------------------------------
Xxxxxxxx X. Xxxxxxxx
Date of Signature: February 11, 1998
--------------------------
JARO INVESTMENTS, INC.
By: /s/ XXXXX X. XXXXXXXXX, XX.
-----------------------------------------
Name (Printed): Xxxxx X. Xxxxxxxxx, Xx.
-----------------------------
Title: Vice-President
-------------------------------------
Date of Signature: February 11, 1998
--------------------------
BUYER:
EXCO RESOURCES, INC.
By: /s/ XXXXXXX X. XXXXXX
-----------------------------------------
Name (Printed): Xxxxxxx X. Xxxxxx
-----------------------------
Title: Secretary
-------------------------------------
Date of Signature: February 11, 1998
--------------------------
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EXHIBIT "A" TO PURCHASE AND SALE AGREEMENT
BETWEEN
XXXXXXX OIL COMPANY, ET AL., AS SELLERS,
AND
EXCO RESOURCES, INC., AS BUYER
OWNERSHIP SCHEDULE
(Properties in Maverick County, Texas)
1. X X XXXXXXX LEASE (XXXXXXX I)
1.1 Xxxxxxx 114-1, 116-1, 131-1 and 142-1
NAME OF OWNER INTEREST
------------- --------
Xxxxxx X. Xxxxxx .06984392 WI
Maverick Partners, Ltd. .34108166 WI
X. X. Xxxxxxxx .00178753 WI
Xxxxxxx Oil Company .18716466 WI
Xxxxx X. Xxxxxxx .03095837 WI
Gypsy Production Company .11795171 WI
Xxxxxxxx Xxxxxx .01000000 WI
Xxxxxxx Xxxxxx .02941127 WI
Aztec Holding Co. .10326300 WI
J & B Properties .01662950 WI
JaRo Investments, Inc. .06951112 WI
Xxxxxxx X. Xxxxxx .01399006 WI
Xxxxxxxx X. Xxxxxxxx .00840720 WI
-------------
TOTAL 1.00000000 WI
EXPLANATORY NOTE
The Treatment Plant used in connection with the Subject Properties is
owned in the proportions SET FORTH above.
1.2 Xxxxxxx Non-Producing Acreage in Sections 114, 116, 131 and 142
NAME OF OWNER INTEREST
------------- --------
Xxxxxxx Oil Company 66 2/3%
Exhibits A-1
19
2. XXXXXXX 3, 5 and 6
NAME OF OWNER INTEREST
------------- --------
X. X. Xxxx Oil Co., Ltd. .33333333 WI
Xxxxxxx Oil Company .21180556 WI
Gypsy Production Company .21180556 WI
JaRo Investments, Inc. .10590278 WI
Xxxxxxx X. Xxxxxx .10590277 WI
Xxxxxxxx X. Xxxxxxxx .03125000 WI
------------
TOTAL 1.00000000 WI
3. XXXXXXX 840 ACRES (OIL RIGHTS ONLY)
NAME OF OWNER INTEREST
------------- --------
X.X. Xxxx Oil Co., Ltd. .33333333 WI
Xxxxxxx Oil Company .05277777 WI
Gypsy Production Company .05277777 WI
JaRo Investments, Inc. .09027779 WI
Xxxxxxx X. Xxxxxx .03541667 WI
Xxxxxxxx X. Xxxxxxxx .03125000 WI
Xxxxxxx Xxxxxxxx .04166667 WI
Xxxxxxx X. Xxxxxxxx .03125000 WI
Xxxxxx X. Xxxxxx .03125000 WI
Xxxx X. Xxxxxxxxxx .25000000 WI
Xxxxx X. Xxxxxxx .05000000 WI
------------
TOTAL 1.0000000 WI
4. XXXXXXX 16-C
NAME OF OWNER INTEREST
------------- --------
Xxxxx X. Xxxxxxx .0625000 WI
Xxxxxx X. Xxxxxx .0625000 WI
Gypsy Production Company .1093750 WI
JaRo Investments, Inc. .0918750 WI
Xxxxx Xxxxx and Xxxxxx X. Xxxxx .0750000 WI
Xxxxxxx X. Xxxxxx .0450000 WI
Xxxxx X. Xxxxxxx .0537500 WI
Exhibits A-2
20
X. X. Xxxx Oil Co., Ltd. .5000000 WI
-------------
TOTAL 1.00000000 WI
5. XXXXXXX XXXXX AND ACREAGE
NAME OF OWNER INTEREST
------------- --------
Xxxxxx X. Xxxxxx .02899861 WI
Maverick Partners, Ltd. .14161423 WI
X. X. Xxxxxxxx .00074216 WI
Xxxxxxx Oil Company .52371942 WI
Xxxxx X. Xxxxxxx .07774909 WI
Gypsy Production Company .13313038 WI
Xxxxxxx Xxxxxx .01221131 WI
Xxxxxxxx Xxxxxx .01000000 WI
J & B Properties .00690443 WI
JaRo Investments, Inc. .03735955 WI
Xxxxxxx X. Xxxxxx .01722165 WI
Xxxxxxxx X. Xxxxxxxx .01034917 WI
-------------
TOTAL 1.00000000 WI
6. GATHERING SYSTEM
Gas Gathering System Operated By Xxxxxxx Oil Company, Xxxxxxx
and Xxxxxxx Properties, Maverick County, Texas. The ownership
set forth below represents the ownership of that portion of
the system acquired by Xxxxxxx Oil Company from Man-Gas
Transmission Company on April 3, 1989. The remainder of such
system is owned in the same proportions as the X.X. Xxxxxxx
Lease (Item 1.1 above).
NAME OF OWNER INTEREST
------------- --------
Xxxxxx X. Xxxxxx 0.06437233
Maverick Partners, Ltd. 0.26878490
X. X. Xxxxxxxx 0.00140863
Xxxxxxx Oil Company 0.15999917
Xxxxx X. Xxxxxxx 0.10244327
Gypsy Production Company 0.11030785
Xxxxxxx Xxxxxx 0.02317717
Exhibits A-3
21
Xxxxxxxx Xxxxxx 0.00248653
Aztec Holding Co. 0.07159644
A. I. O. Joint Venture 0.05588744
Xxxxxxx X. Page 0.04052814
J&B Properties 0.00319979
JaRo Investments, Inc. 0.05948069
Xxxxxxx X. Xxxxxx 0.01639264
Xxxxxxxx X. Xxxxxxxx 0.00985101
----------
TOTAL 1.00000000
Exhibits A-4
22
EXHIBIT "B" TO PURCHASE AND SALE AGREEMENT
BETWEEN
XXXXXXX OIL COMPANY, ET AL., AS SELLERS,
AND
EXCO RESOURCES, INC., AS PURCHASER
--------------------------------------------------------------------------------
1. Xxxxxxx I Lease. Oil, gas and mineral lease dated March 29, 1956,
recorded in Volume 11, Page 358, Miscellaneous Records, Maverick
County, Texas, from Xxxxxx X. Xxxxxxx and his wife, Xxxxxxxx X.
Xxxxxxx; Xxxx Xxxx Xxxxxxx Xxxxxx, joined herein pro forma by her
husband, Xxxxxx Xxxxxx Xxxxxx; Xxxxxxx Xxxxxxx Xxxxxxxxxxx, joined
herein pro forma by her husband, Xxxx X. Xxxxxxxxxxx; Xxxxxx Xxxxxxx
Xxxxxx, joined herein pro forma by her husband, Xxxxxxx X. Xxxxxx,
Xx.; Xxxxxxx X. Xxxxxx, III; Xxxx Xxxxxx White, joined herein pro
forma by her husband, Xxxx X. Xxxxx; Xxxx Xxxxxx Basse, joined herein
pro forma by her husband, X.X. Xxxxx, Xx.; Novel X. Xxxxxxx,
Independent Executor and Trustee for Estate of Xxxxxxxxx Xxxxxxx,
Deceased; Xxxx Xxxxxx Roswell, joined herein pro forma by her husband,
Xxxxxxx X. Roswell; and Xxxxx X. Xxxxxxx and his wife, Xxxxxx Xxxx
Xxxxxxx, as Lessor, to Rycade Oil Corporation, as Lessee, insofar as
such lease covers the following tracts of land out of Xxxxx 0, X&XXXX
Xx. Xxxxxx, Xxxxxxxx Xxxxxx, Xxxxx:
1.1 Xxxxxxx 131-1. North Half of the East Half (N/2 E/2) of
Xxxxxxx 000, Xxxxxxxx Xx. 000, containing 159.865 acres of
land, more or less, from the base of the Georgetown Formation
down to the subsurface depth of 7,236 feet beneath such land.
1.2 Xxxxxxx 114-1. North Half of the West Half (N/2 W/2) of
Xxxxxxx 000, Xxxxxxxx Xx. 000, containing 153.5175 acres of
land, more or less, from the top of the Xxxx Xxxx Formation
down to the subsurface depth of 7, 236 feet beneath such land.
1.3 Xxxxxxx 116-1. North Half of the East Half (N/2 E/2) of
Xxxxxxx 000, Xxxxxxxx Xx. 000, containing 150.365 acres of
land, more or less, from the top of the Xxxx Xxxx Formation
down to the subsurface depth of 5,791 feet beneath such land.
1.4 Xxxxxxx 142-1. The South Half of the West Half (S/2 W/2) of
Xxxxxxx 000, Xxxxxxxx Xx. 000, containing 159.905 acres of
land, more or less, from the top of the Xxxx Xxxx Formation
down to the subsurface depth of 5,992 feet beneath such land.
1.5 Xxxxxxx Non-Producing Acreage in Section 114. North Half of
the West Half (N/2 W/2) of Xxxxxxx 000, Xxxxxxxx Xx. 000,
containing 153.5178 acres of land, more or less, from the
subsurface down to the top of the Xxxx Xxxx Formation.
1.6 Xxxxxxx Non-Producing Acreage in Section 116. North Half of
the East Half (N/2 E/2) of Xxxxxxx 000, Xxxxxxxx Xx. 000,
containing 150.365 acres of land, more or less, from the
surface down to the top of the Xxxx Xxxx Formation.
Exhibits B-1
23
1.7 Xxxxxxx Non-Producing Acreage in Section 142. South Half of
the West Half (S/2 W/2) of Xxxxxxx 000, Xxxxxxxx Xx. 000,
containing 159.905 acres of land, more or less, from the
surface down to the top of the Xxxx Xxxx Formation.
1.8 Xxxxxxx Non-Producing Acreage in Section 131. North Half of
the East Half (N/2 E/2) of Xxxxxxx 00, Xxxxxxxx Xx. 000,
containing 159.865 acres of land, more or less, from the base
of the Georgetown Formation down to the top of the Xxxx Xxxx
Formation.
Allocated Value: $353,006.00. (Applies only to items 1.1, 1.2, 1.3
and 1.4, as a group. No value is allocated to items 1.5, 1.6, 1.7 and
1.8. Items 1.5, 1.6, 1.7 and 1.8 are subject to an option agreement,
as amended, under which Aztec Petroleum Corp. can or has acquired an
undivided 1/3rd of Xxxxxxx Oil Company's interest therein.)
2. Xxxxxxx 840 Acres (Oil Rights). Oil, gas and mineral lease dated
December 2, 1924, from Xxxxx X. Xxxxxxx, et al., as Lessor, to Rycade
Oil Corporation, as Lessee, recorded in Volume 6, Page 357,
Miscellaneous Records, Maverick County, Texas, insofar as such lease
covers the oil rights in and under 840 acres, more or less, in
Maverick County, Texas being all of the following described tracts of
land, less and except the 120 acres described in 3 below:
(1) East 320 acres of Xxxxxxx 000, X-000, Xxxx. 1878, I&GNRR Co.;
(2) West 320 acres of Xxxxxxx 000, X-000, Xxxx. 1879, I&GNRR Co.;
(3) West 160 acres of Xxxxxxx 000, X-000, Xxxx. 1892, I&GNRR Co.;
and
(4) East 160 acres of Xxxxxxx 000, X-000, X&XXXX Xx.
Allocated Value: $21,000.00.
3. Xxxxxxx 3, 5 and 6. Oil, gas and mineral lease dated December 2,
1924, from Xxxxx X. Xxxxxxx, et al., as Lessor, to Rycade Oil
Corporation, as Lessee, recorded in Volume 6, Page 357, Miscellaneous
Records, Maverick County, Texas, insofar as such lease covers the oil
and gas rights in and under the following described land in Maverick
County, Texas:
120.0 acres, more or less, comprised of 30.0 acres out of
X&XXXX Xxxxxxx 000, X-000, 30.0 acres out of X&XXXX Xxxxxxx
000, X-000, 30.0 acres out of X&XXXX Xxxxxxx 000, X-000, and
30.0 acres out of I&GNRR Xxxxxxx 000, X-000, Xxxxxxxx Xxxxxx,
Xxxxx; this 120.0 acre tract being more particularly described
as follows, to-wit:
Commencing for a tie at the common corner of aforesaid Section
115, Section 116, Section 129 and Section 130;
THENCE West 1143.15 feet to a point;
Exhibits B-2
24
THENCE South 1143.15 feet to the southwest and beginning
corner of this 120.0 acre tract;
THENCE North 2286.3 feet to the northwest corner of this
tract;
THENCE East 2286.3 feet to the northeast corner of this tract;
THENCE South 2286.3 feet to the southeast corner of this
tract;
THENCE West 2286.3 feet to the place of beginning.
Allocated Value: $65,655.00.
4. Xxxxxxx 16-C Lease. Oil, gas and mineral lease dated March 29, 1956,
from Xxxxxx X. Xxxxxxx, et al., as Lessor, to Rycade Oil Corporation,
as Lessee, recorded in Book 11, Page 356, Miscellaneous Records,
Maverick County, Texas, as amended by instrument dated October 14,
1968, recorded in Volume 19, Page 1, of such records, and the
Designation of Productive Areas and Release dated July 4, 1974,
recorded in Volume 28, Page 55, of such records, insofar as such
lease, as so amended by such instruments, covers the X.X. Xxxx No.
16-C Xxxxx X. Xxxxxxx Well and the 80 acre tract of land described as
the East Half of the Southwest Quarter (E/2 SW/4) of Survey 114,
Abstract Xx. 000, X&XXXX Xx., Xxxxx 0, Xxxxxxxx Xxxxxx, Xxxx.
Allocated Value: $258,520.00.
5. Xxxxxxx Xxxxx and Acreage. Oil, gas and mineral lease dated September
25, 1971 from Xxxxxx Xxxxxxx, Jr., et al., as Lessor, and Humble Oil
and Refining Company, as Lessee, recorded in Volume 22, Page 308,
Miscellaneous Records, Maverick County, Texas, insofar as such lease,
as heretofore amended, covers the oil and gas rights in and under the
tracts of land in Maverick County, Texas described below, as to the
respective depths set forth below with respect to such tracts:
Xxxxxxx 113-2. East Half (E/2) of Section Xx. 000, X&XXXX
Xxxxxx, Xxxxxxxx Xx. 000, and the East Half (E/2) of Section
Xx. 000, X&XXXX Xxxxxx, Xxxxxxxx Xx. 000, each of such tracts
containing 320 acres, more or less, from the subsurface depth
of 5000 feet down to and including the subsurface depth of
5596 feet beneath such tracts of land.
Xxxxxxx 106-1. West Half (W/2) of Section Xx. 000, X&XXXX
Xxxxxx, Xxxxxxxx Xx. 000, and the West Half (W/2) of Section
Xx. 00, X&XXXX Xxxxxx, Xxxxxxxx Xx. 000, each tract containing
320 acres, more or less, from the subsurface depth of 5000
feet down to and including the subsurface depth of 5596 feet
beneath such tracts of land.
Xxxxxxx Section 71 Undeveloped Acreage. East Half (E/2) and
North Half of the West Half (N/2 W/2) of Section Xx. 00,
X&XXXX Xxxxxx, Xxxxxxxx Xx. 000, from the subsurface depth of
5000 feet down to and including, but not below, the subsurface
depth of 5524 feet.
Exhibits B-3
25
Allocated Value: $269,819.00.
6. Gathering System. The gas gathering system that was being operated and
used by Sellers on the Effective Date to produce and market the gas
produced from the leases and lands described above.
Allocated Value: $32,000.00.
Exhibits B-4
