PARTIAL RELEASE, RECONVEYANCE AND TERMINATION AGREEMENT
Execution Copy
PARTIAL RELEASE, RECONVEYANCE AND TERMINATION AGREEMENT
THIS PARTIAL RELEASE, RECONVEYANCE AND TERMINATION AGREEMENT (this “Agreement”) is dated as of September 6, 2017, by and between The Bank of New York Mellon Trust Company, N.A., a national association organized under the laws of the State of New York, (the “Trustee”), acting not in its individual capacity but solely as the trustee of Enduro Royalty Trust, a Delaware statutory trust created under the Delaware Statutory Trust Act as of May 3, 2011 (the “Trust”), and Enduro Operating LLC, a Delaware limited liability company (the “Original Grantor”). Each of the Trustee and the Original Grantor is a “Party” and collectively they are the “Parties.” Capitalized terms used herein but not otherwise defined have the meanings given them in the Conveyance (as defined below).
WHEREAS, that certain Conveyance of Net Profits Interest (the “Conveyance”) was entered into on November 8, 2011, but effective as of 7:00 a.m., Central Time, on July 1, 2011, from the Original Grantor to Enduro Texas LLC, a Texas limited liability company with a mailing address of 000 Xxxx Xxxxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxx 00000 and wholly owned subsidiary of Enduro Sponsor (“Enduro Texas”), pursuant to which the Original Grantor bargained, sold, granted, conveyed, transferred, assigned, set over and delivered unto Enduro Texas the Net Profits Interest;
WHEREAS, Enduro Texas and the Trust entered into that certain Agreement and Plan of Merger, dated November 3, 2011, whereby Enduro Texas merged with and into the Trust, with the Trust as the surviving entity;
WHEREAS, that certain Supplement to Conveyance of Net Profits Interest (the “Supplement”) was entered into on November 8, 2011, but effective as of 7:00 a.m., Central Time, on July 1, 2011, by and between Original Grantor, Enduro Texas, and Trustee, acting not in its individual capacity but solely as the Trustee of the Trust, pursuant to which the Conveyance is supplemented to deem the Trustee, acting on behalf of the Trust, as the Grantee under the Conveyance;
WHEREAS, the Conveyance was amended by that certain First Amendment to Conveyance of Net Profits Interest dated August 30, 2017 by and among the Original Grantor and the Trustee (the Conveyance, as amended, being referred to as the “Amended Conveyance”) and the Trust Agreement was amended by that certain First Amendment to Amended and Restated Trust Agreement of Enduro Royalty Trust dated August 30, 2017 (the Trust Agreement, as amended, being referred to as the “Amended Trust Agreement”);
1. that certain Letter Agreement, dated June 5, 2017, by and between the Original Grantor and Summit West Resources LP, a Texas limited partnership (“Summit”), as amended by that certain Amendment to Letter Agreement, effective as of June 6, 2017, by and between the Original Grantor and Summit, and the Original Grantor desires to release the properties set forth on Exhibit B-1 hereto (the “Summit Subject Properties”) from the Net Profits Interests and the Conveyance;
2. that certain Letter Agreement, dated June 5, 2017, by and between the Original Grantor and Parsley Energy, L.P. (“Parsley”), a Texas limited partnership, as amended by that certain Amendment to Letter Agreement, effective as of June 5, 2017, by and between the Original Grantor and Parsley, and the Original Grantor desires to release the properties set forth on Exhibit B-2 hereto (the “Parsley Subject Properties”) from the Net Profits Interests and the Conveyance;
3. that certain Letter Agreement, dated June 5, 2017, by and between the Original Grantor and Forge Energy, LLC, a Delaware limited liability company (“Forge”), as amended by that certain Amendment to Letter Agreement, effective as of June 5, 2017, by and between the Original Grantor and Forge, and the Original Grantor desires to release the properties set forth on Exhibit B-3 hereto (the “Forge Subject Properties”) from the Net Profits Interests and the Conveyance;
4. that certain Letter Agreement, dated June 5, 2017, by and between the Original Grantor and DE Midland III LLC, a Delaware limited liability company, and the Original Grantor desires to release the properties set forth on Exhibit B-4 hereto (the “DE Midland Subject Properties”) from the Net Profits Interests and the Conveyance;
5. that certain Purchase and Sale Agreement, dated June 5, 2017, by and between the Original Grantor and Xxxxxxxx Energy Holdings, LLC, a Delaware limited liability company, and the Original Grantor desires to release the properties set forth on Exhibit B-5 hereto (the “Xxxxxxxx Subject Properties”) from the Net Profits Interests and the Conveyance;
6. that certain Letter Agreement, dated June 5, 2017, by and between the Original Grantor and Oxy USA Inc., a Delaware corporation, and the Original Grantor desires to release the properties set forth on Exhibit B-6 hereto (the “Oxy Subject Properties”) from the Net Profits Interests and the Conveyance;
7. that certain Letter Agreement, dated June 5, 2017, by and between the Original Grantor and QEP Energy Company, a Texas corporation, and the Original Grantor desires to release the properties set forth on Exhibit B-7 hereto (the “QEP Subject Properties”) from the Net Profits Interests and the Conveyance;
8. that certain Letter Agreement, dated June 5, 2017, by and between the Original Grantor and Tracker Resource Development III, LLC, a Delaware limited liability company, and the Original Grantor desires to release the properties set forth on Exhibit B-8 hereto (the “Tracker Subject Properties” and together with the Summit Subject Properties, the Parsley Subject Properties, the Forge Subject Properties, the DE Midland Subject Properties, the Xxxxxxxx Subject Properties, the Oxy Subject Properties and the QEP Subject Properties, the “Released Subject Properties”) from the Net Profits Interests and the Conveyance;
PARTIAL RELEASE, RECONVEYANCE AND TERMINATION
Effective as of 7:00 a.m., Central Time, on August 30, 2017, Trustee, acting not in its individual capacity but solely as trustee of the Trust, does hereby:
RECONVEY, TERMINATE, REMISE, QUITCLAIM and RELEASE the Net Profits Interest with respect to the Released Subject Properties (the “Released NPI”)
TO HAVE AND TO HOLD, unto the Original Grantor and its successor and assigns, forever.
Release of Trustee. Original Grantor expressly agrees that (a) this Agreement is executed and delivered for the Trust by the Trustee not individually or personally, but solely as Trustee on behalf of the Trust in the exercise of the powers and authority conferred and vested in it and (b) under no circumstances shall the Trustee be liable for any liability of the Trust or for any action taken or not taken by the Trust or Trustee under or in connection with this Agreement. The Original Grantor hereby unconditionally and irrevocably releases the Trustee from any and all claims of the Original Grantor, whether now existing or arising in the future, arising out of, based upon, or otherwise related to any action taken or not taken by the Trust or Trustee under or in connection with this Agreement.
No Warranty. The instrument is made without any warranty of title, whether express or implied, on the part of Trustee.
Notices. All notices and other communications which are required or may be given pursuant to this Agreement must be given in writing, in English and delivered personally, by courier, by telecopy or by registered or certified mail, postage prepaid, as follows:
If to Original Grantor:
Enduro Operating LLC
000 Xxxx Xxxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxx 00000
Attention: Xxx X. Xxxxxxx
Facsimile No.: (000) 000-0000
If to the Trust:
x/x Xxx Xxxx xx Xxx Xxxx Xxxxxx Trust Company, N.A., Trustee
Global Corporate Trust
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: Xxxxx Xxxxxx
Facsimile No.: (000) 000-0000
Either Party may change its address for notice by notice to the other Party in the manner set forth above. All notices shall be deemed to have been duly given at the time of receipt by the Party to which such notice is addressed.
Amendments. This Agreement may not be amended, altered or modified except pursuant to a written instrument executed by the Parties.
Further Assurances. The Parties shall from time to time do and perform such further acts and execute and deliver such further instruments, conveyances, and documents as may be required or reasonably requested by the other Party to establish, maintain, or protect the respective rights and remedies of the Parties and to carry out and effectuate the intentions and purposes of this Agreement.
Severability. The invalidity or unenforceability of any term or provision of this Agreement in any situation or jurisdiction shall not affect the validity or enforceability of the other terms or provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction and the remaining terms and provisions shall remain in full force and effect, unless doing so would result in an interpretation of this Agreement which is manifestly unjust.
Governing Law. EXCEPT WHERE PROHIBITED BY THE LAW OF THE STATE IN WHICH THE RELEVANT SUBJECT INTERESTS ARE LOCATED, THIS AGREEMENT
AND THE LEGAL RELATIONS BETWEEN THE PARTIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REFERENCE TO CONFLICTS OF LAW RULES OR PRINCIPLES THAT MAY REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original instrument, but all such counterparts together shall constitute but one instrument. No Party shall be bound until such time as all of the Parties have executed counterparts of this Agreement. To facilitate recordation, there may be omitted from the Exhibits to this Agreement in certain counterparts descriptions of property located in recording jurisdictions other than the jurisdiction in which the particular counterpart is to be filed or recorded.
Conspicuous. THE TRUSTEE AND ORIGINAL GRANTOR AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE OR ENFORCEABLE, THE PROVISIONS IN THIS AGREEMENT IN ALL CAPS FONT ARE “CONSPICUOUS” FOR THE PURPOSE OF ANY APPLICABLE LAW.
No Third Party Beneficiaries. Nothing in this Agreement shall entitle any Person other than the Parties to any claims, cause of action, remedy or right of any kind.
Construction. Any rule of construction that a document be construed against the drafter shall not apply to the interpretation or construction of this Agreement.
[The remainder of this page is intentionally left blank]
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THE TRUST: | ||
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BY: |
THE BANK OF NEW YORK MELLON | |
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By: |
/s/ Xxxxx Xxxxxx | |
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Name: Xxxxx Xxxxxx | ||
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Title: Vice President | ||
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ORIGINAL GRANTOR: | ||
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ENDURO OPERATING LLC | ||
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By: |
/s/ Xxx X. Xxxxxxx | |
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Name: Xxx X. Xxxxxxx | ||
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Title: President and Chief Executive Officer | ||
Signature Page to Partial Release, Reconveyance and Termination Agreement
ACKNOWLEDGMENTS
COUNTY OF ARAPAHOE
This instrument was acknowledged before me on the 6th day of Sept, 2017, by Xxxxx Xxxxxx, Vice President of The Bank of New York Mellon Trust Company, N.A., as Trustee of Enduro Royalty Trust, on behalf of such association and trust.
XXXXX XXXXX |
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/s/ Xxxxx Xxxxx | ||
NOTARY PUBLIC |
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Notary Public in and for the State of Coloredo | ||
STATE OF COLORADO |
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Notary Name: |
Xxxxx Xxxxx | |
NOTARY ID 20164039843 |
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My Commission expires: |
10/31/2020 | |
MY COMMISSION EXPIRES OCTOBER 31, 2020 |
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STATE OF
COUNTY OF
This instrument was acknowledged before me on the day of , 2017, by , of Enduro Operating LLC, on behalf of such limited liability company.
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Notary Public in and for the State of | ||
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Notary Name: |
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My Commission expires: |
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Acknowledgments to Partial Release, Reconveyance and Termination Agreement
ACKNOWLEDGMENTS
This instrument was acknowledged before me on the day of , 2017, by , of The Bank of New York Mellon Trust Company, N.A., as Trustee of Enduro Royalty Trust, on behalf of such association and trust.
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Notary Public in and for the State of | ||
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Notary Name: |
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My Commission expires: |
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COUNTY OF TARRANT
This instrument was acknowledged before me on the 6th day of September, 2017, by Xxx X. Xxxxxxx, President and Chief Executive Officer of Enduro Operating LLC, on behalf of such limited liability company.
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/s/ Xxx X. Xxxxxxxx | |||
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Notary Public in and for the State of Texas | |||
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Notary Name: |
Xxx X. Xxxxxxxx | ||
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My Commission expires: |
02/19/21 | ||
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Acknowledgments of Partial Release, Reconveyance and Termination Agreement
EXHIBIT A
Recording and Filing Locations
1. Conveyance of Net Profits Interest from Enduro Operating LLC, to Enduro Texas LLC, executed as of November 8, 2011, filed as follows:
JURISDICTION |
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FILING INFORMATION |
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FILE DATE |
Bossier Parish, LA |
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#1031851 |
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November 9, 0000 |
XxXxxx Xxxxxx, XX |
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Book 1183, Page 633; #702515 |
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November 9, 0000 |
Xxxxxxx Xxxxxx, XX |
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Book 1129, Page 1; #529606 |
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November 9, 0000 |
Xxxxxx Xxxxxx, XX |
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Book 00687, Page 00747 |
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November 9, 2011 |
Eddy County, NM |
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Book 872, Page 1027 |
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November 9, 2011 |
Lea County, NM |
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Book 1752, Page 521, #36980 |
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November 10, 2011 |
Xxxxxxx County, TX |
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Volume 1016, Page 900; #11 4498 |
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November 17, 2011 |
Xxxxxx County, TX |
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Volume 0323, Page 161; #111709 |
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November 9, 2011 |
Xxxxxxx County, TX |
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Volume 303, Page 1; #14106 |
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November 9, 2011 |
Crane County, TX |
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Volume 0531, Page 1; #0094853 |
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November 16, 2011 |
Xxxxxxxx County, TX |
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Book 749, Page 80; #159164 |
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November 14, 2011 |
Xxxxxx County, TX |
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Book 669, Page 085; #5192 |
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November 9, 2011 |
Ector County, TX |
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#2011-00015956 |
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November 9, 2011 |
Xxxxxx County, TX |
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#2011-5706 |
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November 9, 2011 |
Xxxxxxxxx County, TX |
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Book 178, Page 152; #9108 |
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November 10, 2011 |
Hockley County, TX |
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Volume 918, Page 576; #00004728 |
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November 9, 2011 |
Xxxxxx County, TX |
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Book 1243, Page 570; #2011-00006095 |
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November 9, 2011 |
Xxxxx County, TX |
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Volume 193, Page 0400; #20110028170 |
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November 9, 2011 |
Xxxxxx County, TX |
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Volume 319, Page 148; #3698 |
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November 9, 2011 |
Midland County, TX |
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#2011-22556 |
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November 9, 2011 |
Pecos County, TX |
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Volume 028, Page 793; #2011-118739 |
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November 9, 2011 |
Xxxxxx County, TX |
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Volume 0141, Page 0073; #108906 |
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November 9, 2011 |
Xxxxxx County, TX |
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#2011-20113796 |
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November 9, 2011 |
Shelby County, TX |
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#0000000000 |
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November 9, 2011 |
Xxxxx County, TX |
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Book 824, Page 605; #254561 |
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November 10, 2011 |
Upton County, TX |
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Book 00861, Page 00652; #00152846 |
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November 10, 2011 |
Xxxx County, TX |
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Volume 919, Page 705; #11-4912 |
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November 9, 2011 |
Xxxxxxx County, TX |
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#C7100 |
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November 9, 2011 |
2. Supplement to Conveyance of Net Profits Interest by and between Enduro Operating LLC, Enduro Texas LLC, Xxxxxxx X. Xxxxxx, as trustee for Enduro Royalty Trust, filed as follows:
JURISDICTION |
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FILING INFORMATION |
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FILE DATE |
Bossier Parish, LA |
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#1031852 |
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November 9, 0000 |
XxXxxx Xxxxxx, XX |
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Book 1183, Page 695; #702516 |
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November 9, 0000 |
Xxxxxxx Xxxxxx, XX |
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Book 1129, Page 63; #529607 |
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November 9, 0000 |
Xxxxxx Xxxxxx, XX |
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Book 00687, Page 00792 |
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November 9, 2011 |
Eddy County, NM |
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Book 872, Page 1072 |
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November 9, 2011 |
Lea County, NM |
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Book 1752, Page 567, #36981 |
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November 10, 2011 |
Xxxxxxx County, TX |
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Volume 1016, Page 960; #11 4499 |
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November 17, 2011 |
Xxxxxx County, TX |
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Volume 0323, Page 221; #111710 |
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November 9, 2011 |
Xxxxxxx County, TX |
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Volume 303, Page 61; #14107 |
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November 9, 2011 |
Crane County, TX |
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Volume 0531, Page 062; #0094854 |
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November 16, 2011 |
Xxxxxxxx County, TX |
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Book 749, Page 140; #159165 |
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November 14, 2011 |
Xxxxxx County, TX |
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Book 669, Page 145; #5193 |
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November 9, 2011 |
Ector County, TX |
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#2011-00015957 |
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November 9, 2011 |
Xxxxxx County, TX |
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#2011-5707 |
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November 9, 2011 |
Xxxxxxxxx County, TX |
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Book 178, Page 212; #9109 |
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November 10, 2011 |
Hockley County, TX |
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Volume 918, Page 637; #00004729 |
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November 9, 2011 |
Xxxxxx County, TX |
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Volume 1243, Page 631; #2011-00006096 |
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November 9, 2011 |
Xxxxx County, TX |
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Volume 193, Page 0460; #20110028171 |
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November 9, 2011 |
Xxxxxx County, TX |
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Volume 319, Page 218; #3700 |
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November 9, 2011 |
Midland County, TX |
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#2011-22557 |
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November 9, 2011 |
Pecos County, TX |
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Volume 028, Page 853; #2011-118740 |
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November 9, 2011 |
Xxxxxx County, TX |
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Volume 0141, Page 0133; #108907 |
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November 9, 2011 |
Xxxxxx County, TX |
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#2011-20113797 |
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November 9, 2011 |
Shelby County, TX |
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#2011009167 |
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November 9, 2011 |
Xxxxx County, TX |
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Book 824, Page 665; #254562 |
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November 10, 2011 |
Upton County, TX |
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Book 00861, Page 00712; #00152847 |
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November 10, 2011 |
Xxxx County, TX |
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Volume 919, Page 765; #11-4913 |
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November 9, 0000 |
Xxxxxxx Xxxxxx, XX |
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#C7101 |
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November 9, 2011 |
EXHIBIT B-1
Summit Subject Properties
[See attached]
Exhibit B-1
LESSOR |
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LESSEE |
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EFFECTIVE DATE |
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DESCRIPTION |
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COUNTY |
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STATE |
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BOOK |
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PAGE |
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ENTRY |
Leases: |
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SAMSON LONE STAR LLC, ET AL |
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J XXXXX XXXXXXXX OIL AND GAS PROPERTIES |
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10/30/2000 |
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SEC 108: NE |
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UPTON |
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TX |
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704 |
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764 |
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SAMSON RESOURCES COMPANY |
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MIDLAND OIL AND GAS INC |
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1/1/1988 |
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SEC 108: X0XX, X0XX |
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UPTON |
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TX |
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546 |
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718 |
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Minerals: |
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SAMSON LONE STAR LLC, ET AL |
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ENDURO OPERATING LLC |
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CCSD&RGNG XX XX XXX X |
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XXXXX |
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TX |
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00150830 |
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SAMSON LONE STAR LLC, ET AL |
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ENDURO OPERATING LLC |
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ALL OF THE OIL, GAS AND OTHER MINERALS IN AND UNDER THAT MAY BE PRODUCED FROM THE FOLLOWING DESCRIBED LANDS:
ALL OF THE OIL, GAS AND OTHER MINERALS IN AND UNDER THAT MAY BE PRODUCED FROM THE FOLLOWING DESCRIBED LANDS: BLOCK D, CCSD&RGNG RY CO SURVEY SEC 108: NW, E2NE, NWNE, N2SW, SESW |
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UPTON |
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TX |
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00150830 |
EXHIBIT B-2
Parsley Subject Properties
[See attached]
Exhibit B-2
LESSOR |
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LESSEE |
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EFFECTIVE DATE |
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DESCRIPTION |
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COUNTY |
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STATE |
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BOOK |
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PAGE |
XXXXX X XXXXXXXX |
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RBP LAND COMPANY |
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10/16/1994 |
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T&P SURVEY A-1024 XXX 00 |
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XXXXXX |
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TX |
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707 |
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000 |
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XXXXXXX XXXXXXXX XXXX ET |
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RBP LAND COMPANY |
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10/16/1994 |
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T&P SURVEY A-1024 XXX 00 |
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XXXXXX |
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TX |
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709 |
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431 |
EXHIBIT B-3
Forge Subject Properties
[See attached]
Exhibit B-3
LESSOR |
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LESSEE |
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EFFECTIVE DATE |
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DESCRIPTION |
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COUNTY |
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STATE |
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BOOK |
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PAGE |
TEXAS GENERAL LAND OFFICE |
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PAN AMERICAN PETROLEUM CORPORATION |
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12/9/1965 |
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XXXX COUNTY TX |
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XXXX |
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TX |
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290 |
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000 |
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XXXXX XX XXXXX |
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SUN OIL COMPANY |
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6/13/1968 |
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XXX 00, XXXXXXXXXX XXXXX XXXXXX |
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XXXX |
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TX |
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318 |
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000 |
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XXXXX XX XXXXX |
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SUN OIL COMPANY |
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LEASE 6/13/1968 |
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W/2 OF XXXXXXX 0, XXXXX 00, XXXXXXXXXX XXXXX XXXXXX, |
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XXXX |
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TX |
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318 |
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000 |
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XXXXX XX XXXXX |
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XXXXXXXX PETROLEUM COMPANY |
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LEASE 12/11/1953 JOA 12/1/1971 |
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E/2 OF SECTIONS 5 & 0, XXXXX 00, XXXXXXXXXX XXXXX XXXXXX, |
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XXXX |
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TX |
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161 |
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37 & 39 |
EXHIBIT B-4
DE Midland Subject Properties
[See attached]
Exhibit B-4
LESSOR |
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LESSEE |
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EFFECTIVE DATE |
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DESCRIPTION |
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COUNTY |
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STATE |
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BOOK |
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PAGE |
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XXXX XXXXX XXXXXXXXXXX ET AL |
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X.X YORK |
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2/7/1944 |
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T&P XX XX XXXXXX XXX 00 X0X X-000 |
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XXXXXXXXX |
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TX |
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53 |
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513 |
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T&P XX XX XXXXXX X-000 |
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MRS W A XXXXXXXXX ETAL |
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XXXX XXXXXXXXXX & XXXXX X XXXXXX |
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11/18/1943 |
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XXXXXXXXX COUNTY, TX |
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XXXXXXXXX |
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TX |
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53 |
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593 |
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T&P RR CO A-1173 BLOCK 36 T4S |
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SECTION: 18 |
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METES & BOUNDS: INSOFAR AND ONLY INSOFAR AS SAID LEASE COVERS XXXXXXX 00, XXXXX 00, X0X XX XXXXXXXXX XXXXXX, XXXXX |
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EXHIBIT B-5
Xxxxxxxx Subject Properties
[See attached]
Exhibit B-5
TYPE |
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LESSOR |
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LESSEE |
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DATE |
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CO |
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ST |
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BK/PG |
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TRACT LEGAL DESCRIPTION |
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LEASE |
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ST OF NM OG-784 |
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SUNRAY MID-CONTINENT OIL COMPANY |
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04/16/1957 |
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EDDY |
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NM |
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80/139 |
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T19S-R28E: SEC 12: X0XX X00X-X00X: SEC 13: X0XX |
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XXXXX |
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XX XX XX E-4397 |
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SUNRAY MID-CONTINENT OIL COMPANY |
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10/10/1950 |
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EDDY |
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NM |
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258/718 |
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T19S-R28E: SEC 12: N2SE |
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LEASE |
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BLM NMNM0428657 |
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X X XXXXXX |
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09/01/1963 |
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EDDY |
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NM |
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136-267 |
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T19S-R28E: SEC 34: W2 |
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LEASE |
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BLM XXXX00000 |
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XXX X XXXXXXX |
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12/01/1972 |
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LEA |
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NM |
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N/A |
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T20S-R34E: SEC 6: NW T20S-R34E: SEC 6: X0 |
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LEASE |
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BLM XXXX00000 |
|
M N XXXX |
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10/01/1970 |
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LEA |
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NM |
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N/A |
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T19S-R32E: SEC 25: NW T19S-R32E: SEC 25: SE |
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LEASE |
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BLM NMNM077006 |
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W E XXXXXXXXX JR |
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01/01/1952 |
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LEA |
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NM |
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110/16 |
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T19S-R32E: SEC 24: SE T19S-R32E: SEC 25: NE |
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LEASE |
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BLM NMNM0473362 |
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XXX X XXXXX |
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01/01/1964 |
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EDDY |
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NM |
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N/A |
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T19S-R28E: SEC 34: E2 |
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LEASE |
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BLM NMNM113415 |
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SAMSON RESOURCES COMPANY |
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00/00/0000 |
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XXX |
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XX |
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X/X |
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X00X-X00X: SEC 24: SESE T19S-R33E: SEC 24: N2SE, SWSE |
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LEASE |
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XXXXX XX XX X0-0000-0000 |
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W A XXXXXX |
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06/10/1948 |
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LEA |
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NM |
|
72/170 |
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T21S-R34E: SEC 1: XXXX 0, 0, 0 , 0 , 0 X00X-X00X: SEC 32: NE |
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LEASE |
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XXXXX XX XX X0-0000-0000 |
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XXXX XXXXX |
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06/10/1948 |
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LEA |
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NM |
|
72/179 |
|
T21S-R35E: SEC 17: X0 |
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XXXXX |
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XXXXX OF NM E0-1932-0001 |
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XXXX XXXXX |
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06/10/1948 |
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LEA |
|
NM |
|
72/182 |
|
T23S-R34E: SEC 9: N2 |
TYPE |
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LESSOR |
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LESSEE |
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DATE |
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CO |
|
ST |
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BK/PG |
|
TRACT LEGAL DESCRIPTION |
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|
LEASE |
|
BLM NMNM13280 |
|
XXXXXXXX PETROLEUM COMPANY |
|
07/01/1951 |
|
LEA |
|
NM |
|
00/000 |
|
X00X-X00X: XXX 00: XX XX, X0 XX |
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LEASE |
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BLM NMNM05470C |
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XXXXX X XXXXXXX ETAL |
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06/01/1951 |
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EDDY |
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NM |
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N/A |
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T19S-R31E: SEC 15: NESE |
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LEASE |
|
BLM NMNM01059 |
|
BAY PETRO CORPORATION |
|
00/00/0000 |
|
XXX |
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XX |
|
X/X |
|
X00X-X00X: SEC 15: NE NE |
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LEASE |
|
BLM NMNM13279 |
|
BAY PETROLEUM CORPORATION |
|
00/00/0000 |
|
XXX |
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XX |
|
X/X |
|
X00X-X00X: SEC 15: E2 NW, X0 XX, XX XX, XX XX, X0 NE |
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LEASE |
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XXXXX XX XX X0-0000-0000 |
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XXXXXXX X XXXXXX |
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00/00/0000 |
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XXX |
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XX |
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X/X |
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X00X X00X: SEC 7: NE4 |
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LEASE |
|
BLM NMNM18613A |
|
XXXXX X XXXX |
|
07/01/1973 |
|
EDDY |
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NM |
|
105/233 |
|
T24S-R28E: SEC 18: SENW |
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LEASE |
|
STATE OF NEW MEXICO |
|
PAN AMERICAN PETROLEUM CORPORATION |
|
05/16/1961 |
|
LEA |
|
NM |
|
196/134/32532 T25S R33E: SEC 32: ALL | ||
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| ||
JOA |
|
XXXXX XXXXXXX NATURAL |
|
CHI ENERGY INC ETAL |
|
6/1/1998 |
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|
N/A |
|
T19S-R35E |
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|
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|
XXX |
|
XXXXXXXX OIL & GAS COMPANY |
|
UNION TEXAS PETROLEUM, ETAL |
|
03/15/1962 |
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|
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|
N/A |
|
T20S-R33E: SEC 11: N2SW |
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|
LEASE |
|
XXXXX XX XX X0-0000-0000 |
|
XXXXXXXX PETROLEUM COMPANY |
|
06/10/1948 |
|
LEA |
|
NM |
|
74/97 |
|
T21S-R34E |
EXHIBIT B-6
Oxy Subject Properties
[See attached]
EXHIBIT B-6
LESSOR |
|
LESSEE |
|
DATE |
|
CO |
|
ST |
|
BK |
|
PG |
|
ENTRY |
|
LEGAL DESCRIPTION |
BLM NMNM0553906 |
|
X X XXXX |
|
8/1/1964 |
|
EDDY |
|
NM |
|
164 |
|
298 |
|
|
|
T21S-R31E |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STATE OF NM V-3604 |
|
X X XXXXXXX INC |
|
3/1/1991 |
|
EDDY |
|
NM |
|
256 |
|
831 |
|
968297 |
|
T21S R31E |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BLM NM0417696 |
|
X X XXXXXXXX |
|
9/1/1963 |
|
EDDY |
|
NM |
|
123 |
|
298 |
|
|
|
T22S-R31E |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BLM NMNM96231 |
|
POGO PRODUCING COMPANY |
|
3/1/1996 |
|
EDDY |
|
NM |
|
263 |
|
933 |
|
|
|
T21S R31E |
*As used in this Exhibit B-6, the “Base of the Delaware Formation ” shall mean the stratigraphic equivalent of the base of the Delaware as shown on the log pick for the following well:
API: |
3001534918 |
Orig Operator: |
Pogo Producing Company |
Well # & Name: |
Lost Tank Fed # 20 Well |
Location: |
T22S R 31E Section 4 1330’ FNL & 510’ FEL |
Logging Date: |
8/26/2006 |
Base of the Delaware: |
8,907’ |
EXHIBIT B-7
QEP Subject Properties
[See attached]
Exhibit B-7
LESSOR |
|
LESSEE |
|
EFFECTIVE DATE |
|
DESCRIPTION |
|
COUNTY |
|
STATE |
|
BOOK |
|
PAGE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXCHANGE OIL GAS CORP |
|
R K PETROLEUM CORP |
|
2/18/1974 |
|
T&P XX XX XXXXXX XXX 00 X0X XXX 0: E/2NE |
|
XXXXXX |
|
TX |
|
153 |
|
241 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LAMESA NATIONAL BANK ET A |
|
R K PETROLEUM CORP |
|
2/1/1971 |
|
T&P XX XX XXXXXX XXX 00 X0X XXX 0: XX |
|
XXXXXX |
|
XX |
|
000 |
|
000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
XXXXXX XXXXXX SMELTING REFINING |
|
R K PETROLEUM CORP |
|
5/14/1971 |
|
T&P XX XX XXXXXX XXX 00 X0X XXX 0: NE |
|
XXXXXX |
|
TX |
|
137 |
|
814 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TEXAS LAND MORTGAGE COM |
|
R K PETROLEUM CORP |
|
2/12/1971 |
|
T&P XX XX XXXXXX XXX 00 X0X XXX 0: NE |
|
XXXXXX |
|
TX |
|
135 |
|
238 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
XXXXXXX X XXXXXXXX |
|
R K PETROLEUM CORP |
|
2/12/1971 |
|
T&P XX XX XXXXXX XXX 00 X0X XXX 0: NE |
|
XXXXXX |
|
TX |
|
135 |
|
237 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SAMEDAN ROYALTY, LLC |
|
R K PETROLEUM CORP |
|
5/15/2015 |
|
T&P XX XX XXXXXX XXX 00 X0X XXX 0: SE/4NE |
|
XXXXXX |
|
TX |
|
452 |
|
229 |
EXHIBIT B-8
Tracker Subject Properties
[See attached]
Exhibit B-8
LEASES
Assignee Lease No.: |
|
TX1814 |
Lessor: |
|
Xxxxxxxxxx Royalty Trust, a trust created by deed of trust dated |
|
|
Xxxxx 0, 0000 |
Xxxxxx: |
|
MWJ Producing Company |
Date: |
|
October 27, 1976 |
Lands: |
|
Xxxxxxx 00, Xxxxx 00, X&XX XX Xx. Xxxxxx, Xxxxxxxx 998, |
|
|
Xxxxx Co., TX |
Recorded: |
|
Volume 39, Page 313, Oil and Gas Lease Records of Xxxxx Co., TX |
|
|
|
Assignee Lease No.: |
|
TX1815 |
Lessor: |
|
Colonial Royalties Company, a Delaware Corporation |
Lessee: |
|
MWJ Producing Company |
Date: |
|
October 28, 1976 |
Lands: |
|
Xxxxxxx 00, Xxxxx 00, X&XX XX Xx. Xxxxxx, Xxxxxxxx 998, |
|
|
Xxxxx Co., TX |
Recorded: |
|
Volume 39, Page 311, Oil and Gas Lease Records of Xxxxx Co., TX |
|
|
|
Assignee Lease No.: |
|
TX1816 |
Lessor: |
|
X. X. Xxxxxx, a single man |
Lessee: |
|
Xxxxxx X. Xxxxx |
Date: |
|
April 16, 1973 |
Lands: |
|
Xxxxxxx 00, Xxxxx 00, X&XX XX Xx. Xxxxxx, Xxxxxxxx 998, |
|
|
Xxxxx Co., TX |
Recorded: |
|
Volume 32, Page 74, Oil and Gas Lease Records of Xxxxx Co., TX |
Assignee Lease No.: |
|
TX1817 |
Lessor: |
|
Xxxxxx Xxxxxx Xxxxxx, whose husband is Xxxxxx Xxxxxx |
Lessee: |
|
Xxxx X. Xxxxxxxx |
Date: |
|
January 3, 1977 |
Lands: |
|
Xxxxxxx 00, Xxxxx 00, X&XX XX Xx. Xxxxxx, Xxxxxxxx 998, |
|
|
Xxxxx Co., TX |
Recorded: |
|
Volume 39, Page 469, Oil and Gas Lease Records of Xxxxx Co., TX |
|
|
|
Assignee Lease No.: |
|
TX1818 |
Lessor: |
|
Xxxxx Xxxxxxx and wife, Xxxxxxxx X. Xxxxxxx; Xxxxxx X. Xxxxxxx, |
|
|
Xxxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx |
Lessee: |
|
MWJ Producing Company |
Date: |
|
June 27, 1968 |
Lands: |
|
Xxxxxxx 00, Xxxxx 00, X&XX XX Xx. Xxxxxx, Xxxxxxxx 965, |
|
|
Xxxxx Co., TX |
Recorded: |
|
Volume 25, Page 175, Oil and Gas Lease Records of Xxxxx Co., TX |