Exhibit 10.15 PATHWAY INVESTMENTS, LP.
0000 Xxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
July 14, 0000
X. Xxxxx Xxxxxx, Xxxxxxxxx
Xxxxxxxxx Resources, Inc.
0000 Xxxx Xxxx Xxxx
Xxxx Xxx Xxxxx, Xxxxxx 00000
Re: Revised Agreement
Xxxxxxx Shale Lease Sale and Drilling Program
Xxxx and Palo Pinto Counties, Texas
Dear X. Xxxxxx:
The following shall constitute the revised Agreement between Pathway
investments, L.P. ("Pathway") and Lexington Resources, Inc. ("Lexington") with
regard to the following Xxxxxxx She ("BS") leasehold acreage purchase and
related horizontal drilling program. This letter shall replace and supercede in
all respects the letter between Pathway and Lexington which the parties executed
on June 2, 2005.
Estimated No. of
Lease Estimated Leasehold Rights Horizontal Xxxxx Exhibit
Name Net Acres Being Purchased County By Lease No **
--------------------------------------------------------------------------------------------------------
Xxxxx 803 300' above top of Xxxx 6 A-1
BS and below
Xxxxx* 460 300' above top of Xxxx 4 A-2
BS and below
Xxxxxxx 1200 to 1800 All rights Palo Pinto 9 to 15 A-3
Xxxxxxxx* 625 1' above top of Xxxx 5 A-4
BS and below
------------------- ---------
TOTALS 3,087 to 3687 24 to 30
* Leases currently held by production from zones above the BS.
** All Exhibits are attached hereto and made a part hereof and the parties to
this Agreement have initialed each exhibit page.
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Pathway/Lexington Resources
July 14, 2005
1) Pathway will sell and Lexington will purchase 100% of the available working
interest in all of the leases outlined above (hereinafter the "Leases") to
Lexington Resources, Inc. ("Lexington") on the following terms and
conditions:
a) On or before August 19, 2005 ("Closing Date") Lexington will pay
Pathway $450 per net leasehold acre (less the non-refundable deposit
previously paid under Section 5 below) under all the Leases (except
for the Xxxxxxx Lease which Lexington will pay Pathway $500 per net
leasehold acre) for which Pathway can deliver good and able title to
Lexington. Lexington acknowledges that they are aware that Pathway is
in the process of running title on each of the Leases outlined
hereunder, and Pathway cannot assure delivery of good and marketable
title on any of the Leases as of the date of this Agreement. The
parties further understand and agree that all of the acreage in the
Leases specified herein may not be available for acquisition by
Pathway. Pathway will use its best efforts to substitute suitable
replacement acreage, if available.
b) As title is completed by Pathway on each of the four (4) Leases
outlined above, Pathway shall submit such title information to
Lexington (or its designated authorized representatives) for their
review and written approval with regard to each Lease set forth on
page 1 hereof. Once Lexington has approved title then Pathway will
close its acquisition of the approved Lease. Lexington agrees that
they will pay Pathway in full for each Lease for which Lexington has
approved title within three (3) business days after Pathway has
purchased said Lease.
c) Pathway will have the option on each of the subject Leases to (i)
deliver said Leases to Lexington with a 75% net revenue interest and
be carried for a 10% working interest in the drilling, completion and
equipping to the pipeline on all xxxxx drilled on the Leases or (ii)
Pathway will deliver each of the subject Leases to Lexington with a
70% net revenue interest. Any remaining net revenue interest shall be
reserved as an overriding royalty interest by Pathway. (Note: further
modification of this agreement has increased the delivered NRI up to
72.5%.)
2) Pathway and Lexington agree that Oak Hills Drilling and Operating ("Oak
Hills"), or a related entity, shall serve as operator of all xxxxx drilled
hereunder. Oak Hills will furnish a drilling rig and related services at
prevailing competitive market rates that are capable of achieving the
horizontal drilling depth required on the leases delivered pursuant hereto.
3) Lexington and Oak Hills will use their best efforts to fully develop all of
the Leases outlined herein with horizontal drilling within thirty (30)
months from the effective date hereof. If Lexington and Oak Hills fail to
fully develop any of the acreage delivered hereunder then any such
undeveloped leasehold acreage will be reassigned at no cost to Pathway on
or before one year before the expiration of such undeveloped leasehold.
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Mar 31 2006 9:32AM
Pathway/Lexington Resources
July 14, 2005
4) If requested to do so, Pathway will work with Oak Hills and Lexington to
determine well locations, horizontal well paths, and optimal frac designs
on the xxxxx to be drilled on the Leases.
5) Lexington has previously delivered to Pathway a non-refundable deposit of
$100,000.00, which shall be credited against the total purchase price to be
paid by Lexington to Pathway for the Leases delivered at any Closing
hereunder.
6) This Agreement shall be binding upon their heirs, successors and assigns of
the parties hereto. It shall further be interpreted and enforceable under
the laws of the State of Texas; and, subject to specific jurisdictional
requirements, venue shall lie in Dallas County, Texas for any dispute or
enforcement action related hereto.
7) Unless otherwise agreed by Pathway in writing, failure by Lexington to
perform hereunder for any reason shall be subject to all legal and
equitable remedies, including, but not limited to, actions for damages
(actual, consequential and punitive), specific performance, injunction
and/or any other available remedies at law or in equity.
8) Upon Closing of the sale and purchase of the Leases hereunder, Lexington
and Pathway will enter into a legally binding, recordable conveyance and
Pathway will record such documents as they apply to each Lease sale closed
.
9) Any press releases or other public disseminations made by Lexington
regarding the transaction(s) hereunder shall be approved by Pathway prior
to their release.
Agreed and effective this l4th day of July, 2005.
Sincerely,
PATHWAY INVESTMENTS, L.P., a LEXINGTON RESOURCES. INC., a
Texas limited partnership Nevada, corporation
By: Chaparral Capital Corporation, it's By:/s/ Xxxxx Xxxxxx
general partner -----------------------------
Xxxxx Xxxxxx, President
By: Xxxxx X Xxxx
-------------------------------------
Xxxxx X Xxxx, President
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