EXHIBIT 10.22
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AGREEMENT FOR PURCHASE AND SALE
by and between
BELLWETHER EXPLORATION COMPANY,
BLACK HAWK OIL COMPANY,
1988-II TEAI LIMITED PARTNERSHIP,
1989-I TEAI LIMITED PARTNERSHIP,
TEAI VIII-A LIMITED PARTNERSHIP,
TEAI OIL & GAS COMPANY
AND
XXXXXXX OIL AND GAS, INC.
as Seller
and
XXX RESOURCES CORPORATION
as Buyer
June 9, 1997
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TABLE OF CONTENTS
Page
1. SALE AND PURCHASE OF THE PROPERTIES..................................... 1
1.1. THE PROPERTIES.................................................. 1
1.2. EXCLUDED ASSETS................................................. 2
2. PURCHASE PRICE.......................................................... 3
2.1. BASIC AMOUNT.................................................... 3
2.2. ADJUSTMENTS TO PURCHASE PRICE................................... 3
2.3. DEPOSIT......................................................... 5
2.4. CLOSING STATEMENT............................................... 5
3. REPRESENTATIONS AND WARRANTIES OF SELLER................................ 5
3.1. ORGANIZATION.................................................... 5
3.2. AUTHORITY AND AUTHORIZATION..................................... 5
3.3. ENFORCEABILITY.................................................. 5
3.4. CONFLICTS....................................................... 6
3.5. LITIGATION...................................................... 6
3.6. TOC OPERATED PROPERTIES......................................... 6
4. REPRESENTATIONS AND WARRANTIES OF BUYER................................. 6
4.1. ORGANIZATION.................................................... 6
4.2. AUTHORIZATION AND AUTHORITY..................................... 6
4.3. ENFORCEABILITY.................................................. 7
4.4. CONFLICTS....................................................... 7
4.5. RELIANCE........................................................ 7
4.6. QUALIFIED LEASEHOLDER........................................... 7
4.7. QUALIFIED PURCHASER............................................. 8
4.8. AVAILABLE FUNDS................................................. 8
5. COVENANTS OF SELLER PENDING CLOSING..................................... 8
5.1. CONDUCT OF BUSINESS PENDING CLOSING............................. 8
5.2. ACCESS.......................................................... 9
5.3. ANTITRUST NOTIFICATION.......................................... 9
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6. COVENANTS OF BUYER PENDING CLOSING...................................... 9
6.1. ANTITRUST NOTIFICATION.......................................... 9
6.2. NOTIFICATIONS................................................... 9
6.3. GOVERNMENTAL BONDS.............................................. 10
7. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER........................ 10
7.1. REPRESENTATIONS AND WARRANTIES.................................. 10
7.2. COMPLIANCE...................................................... 10
7.3. CONSENTS........................................................ 10
7.4. NO PENDING SUITS................................................ 10
7.5. PURCHASE PRICE ADJUSTMENTS...................................... 10
7.6. HSR ACT......................................................... 10
8. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER....................... 10
8.1. REPRESENTATIONS AND WARRANTIES.................................. 11
8.2. COMPLIANCE...................................................... 11
8.3. CONSENTS........................................................ 11
8.4. NO PENDING SUITS................................................ 11
8.5. PURCHASE PRICE ADJUSTMENTS...................................... 11
8.6. HSR ACT......................................................... 11
8.7. FINANCIAL CONDITION............................................. 11
8.8. TRANSITION OPERATING AGREEMENT.................................. 11
9. CLOSING................................................................. 11
9.1. THE CLOSING..................................................... 11
9.2. DOCUMENTS TO BE DELIVERED AT CLOSING............................ 12
9.3. POSSESSION...................................................... 13
9.4. PAYMENT OF PURCHASE PRICE....................................... 13
10. CASUALTY LOSS........................................................... 13
11. TERMINATION............................................................. 13
11.1. EVENTS OF TERMINATION........................................... 13
11.2. EFFECT OF TERMINATION........................................... 14
12. TAXES, PRORATIONS AND ASSUMPTION OF OBLIGATIONS......................... 15
12.1. TAX PRORATIONS.................................................. 15
12.2. ASSUMPTION BY BUYER............................................. 15
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13. FINAL ACCOUNTING........................................................ 16
13.1. SETTLEMENT STATEMENT............................................ 16
13.2. ARBITRATION OF FINAL SETTLEMENT................................. 16
13.3. PAYMENT......................................................... 17
14. SURVIVAL AND INDEMNIFICATION............................................ 17
14.1. SURVIVAL........................................................ 17
14.2. INDEMNIFICATION BY SELLER....................................... 17
14.3. INDEMNIFICATION BY BUYER........................................ 17
14.4. LIABILITY LIMITATIONS........................................... 18
14.5. WAIVER OF REPRESENTATIONS....................................... 20
14.6. DTPA WAIVER..................................................... 20
15. FURTHER ASSURANCES...................................................... 21
15.1. GENERAL......................................................... 21
15.2. FILINGS, NOTICES AND CERTAIN GOVERNMENTAL APPROVALS............. 21
15.3. LOGOS AND NAMES................................................. 21
16. ACCESS BY SELLER AFTER CLOSING.......................................... 21
17. NOTICES................................................................. 22
18. ASSIGNMENT.............................................................. 22
19. GOVERNING LAW........................................................... 22
20. EXPENSES AND FEES....................................................... 23
21. INTEGRATION............................................................. 23
22. WAIVER OR MODIFICATION.................................................. 23
23. HEADINGS................................................................ 23
24. INVALID PROVISIONS...................................................... 23
26. MULTIPLE COUNTERPARTS................................................... 24
27. PUBLIC ANNOUNCEMENTS.................................................... 24
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28. ARBITRATION...................................................... 24
28.1. BINDING ARBITRATION....................................... 24
28.2. GOVERNING RULES........................................... 25
28.3. ARBITRATORS............................................... 25
28.4. CONDUCT OF ARBITRATION.................................... 25
28.5. COSTS OF ARBITRATION...................................... 25
29. LIABILITY................................................. 25
Annex I - Title to the Properties
Annex II - Environmental and Physical Assessment
Annex III - Certificate of Seller
Annex IV - Certificate of Buyer
Annex V - Assignment and Xxxx of Sale
Exhibit
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TABLE OF DEFINED TERMS
Term Section
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AAA................................................................. 28.2
Adjusted Purchase Price............................................. 2.1
Advisor............................................................. 1.2
Agreement........................................................... Page 1
Allocated Value..................................................... Annex I
Assignment.......................................................... Annex V
Business Day........................................................ 17
Buyer............................................................... Page 1
Buyer Indemnified Parties........................................... 14.2
Casualty Loss....................................................... 10
Closing............................................................. 9.1
Closing Date........................................................ 9.1
Closing Period...................................................... 2.2.1
Closing Statement................................................... 2.4
Confidentiality Agreement........................................... 21
Contracts........................................................... 1.1.7
Cure Period......................................................... Annex I
Data................................................................ 1.1.6
Deposit............................................................. 2.3
Dispute............................................................. 28.1
Effective Date...................................................... 1
Environmental Condition............................................. Annex II
Environmental Defect................................................ Annex II
Environmental Defect Amount......................................... Annex II
Environmental Notice Date........................................... Annex II
Equipment........................................................... 1.1.5
Equitable Limitations............................................... 3.3
Excluded Assets..................................................... 1.2
Final Settlement Statement.......................................... 13.1
HSR Act............................................................. 5.3
Liabilities......................................................... 14.2
Liens............................................................... Annex I
Marketable Title.................................................... Annex I
Net Revenue Interest................................................ Annex I
Notice Date......................................................... Annex I
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Oil and Gas Properties............................................... 1.1.1
Permitted Encumbrances............................................... Annex I
Permits.............................................................. 1.1.8
Properties........................................................... 1
Purchase Price....................................................... 2.1
Seller............................................................... Page 1
Seller Indemnified Parties........................................... 14.3
Substances........................................................... 1.1.3
Surface Contracts.................................................... 1.1.4
Title Defect......................................................... Annex I
Title Defect Amount.................................................. Annex I
Title Properties..................................................... Annex I
TOC.................................................................. 3.6
TOC Operated Properties.............................................. 3.6
Xxxxx................................................................ 1.1.2
Working Interest..................................................... Annex I
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AGREEMENT FOR PURCHASE AND SALE
This Agreement for Purchase and Sale ("Agreement") is made and entered into on
this the 9th day of June, 1997, by and between Bellwether Exploration Company,
Black Hawk Oil Company, 1988-II TEAI Limited Partnership, 1989-I TEAI Limited
Partnership, TEAI VIII-A Limited Partnership, TEAI Oil & Gas Company and Xxxxxxx
Oil and Gas, Inc. (collectively, "Seller"), and Xxx Resources Corporation or its
designee ("Buyer").
1. SALE AND PURCHASE OF THE PROPERTIES. Subject to the terms and conditions and
for the consideration herein set forth, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Seller agrees to sell, assign, convey and deliver to Buyer, and Buyer agrees to
purchase and acquire from Seller at Closing, but effective as of 7:00 a.m. at
the location of each of the Oil and Gas Properties on May 1, 1997 (the
"Effective Date"), all of the interest of Seller in and to the following
properties, other than the Excluded Assets ("Properties"):
1.1. THE PROPERTIES.
1.1.1. OIL AND GAS PROPERTIES. All leasehold interests, mineral
interests, net profits interests, overrides or other interests or operating
rights in the oil and gas leases described in the Exhibit (the "Oil and Gas
Properties").
1.1.2. XXXXX. All oil, condensate or natural gas xxxxx located on the
Oil and Gas Properties, whether producing, operating, shut-in or temporarily
abandoned (the " Xxxxx").
1.1.3. SEVERED SUBSTANCES. All severed crude oil, natural gas,
casinghead gas, drip gasoline, natural gasoline, petroleum, natural gas liquids,
condensate, products, liquids and other hydrocarbons and other minerals or
materials of every kind and description produced from the Oil and Gas Properties
and either (a) in storage tanks on the Effective Date, (b) in pipelines on the
Effective Date or (c) sold on or after the Effective Date (the "Substances").
1.1.4. SURFACE CONTRACTS. All right-of-way agreements or other
agreements relating to the use or ownership of surface properties that are used
or held for use for flow lines in connection with the production of Substances
from the Oil and Gas Properties (the "Surface Contracts").
1.1.5. EQUIPMENT. All equipment, fixtures and physical facilities of
every type and description located on the Oil and Gas Properties (the
"Equipment").
1.1.6. INFORMATION AND DATA. All title opinions, lease and land files,
well files, geological and geophysical data and files, filings with and reports
to regulatory agencies, gas and sales contract files, division order files and
other books, files and records to the extent that they are directly related to
Oil and Gas Properties, not proprietary to Seller, and the transfer thereof is
not prohibited by existing contractual obligations (the "Data").
1.1.7. CONTRACTS. All contracts and arrangements that directly relate to
the Properties and the production, storage, treatment, transportation,
processing, purchase, sale, disposal or other disposition of Substances
therefrom and any and all amendments, ratifications or extensions of the
foregoing, to the extent that any of the foregoing relate to periods on or after
the Effective Date (the "Contracts"), and all rights to make claims and receive
proceeds under any insurance policy held by or on behalf of Seller in connection
with the Properties for any claim that arises from the Effective Date through
the Closing Date in connection with the Properties.
1.1.8. PERMITS. All franchises, licenses, permits, approvals, consents,
certificates and other authorizations and other rights granted by governmental
authorities and all certificates of convenience or necessity, immunities,
privileges, grants and other rights, that relate to the Properties or the
ownership or operation of any thereof (the "Permits").
1.2. EXCLUDED ASSETS. As used herein, "Excluded Assets" means (a) Seller's
and Torch Operating Company's operating rights in and to the oil and gas leases
described in the Exhibit; (b) all trade credits and all accounts, instruments
and general intangibles (as such terms are defined in the Texas Uniform
Commercial Code) attributable to the Properties with respect to any period of
time prior to the Effective Date; (c) all claims and causes of action of Seller
(i) arising from acts, omissions or events, or damage to or destruction of
property, occurring prior to the Effective Date, (ii) arising under or with
respect to any of the Contracts that are attributable to periods of time prior
to the Effective Date (including claims for adjustments or refunds), or (iii)
with respect to any of the Excluded Assets; (d) all rights and interests of
Seller (i) under any policy or agreement of insurance or indemnity, (ii) under
any bond, or (iii) to any insurance or condemnation proceeds or awards arising,
in each case, from acts, omissions or events, or damage to or destruction of
property, occurring prior to the Effective Date; (e) all Substances produced and
sold from the Oil and Gas Properties with respect to all periods prior to the
Effective Date, together with all proceeds from or of such Substances; (f)
claims of Seller for refunds of or loss carry forwards with respect to (i)
production or any other taxes attributable to any period prior to the Effective
Date, (ii) income or franchise taxes, or (iii) any taxes attributable to the
Excluded Assets; (g) all amounts due or payable to Seller as adjustments to
insurance premiums related to the Properties with respect to any period prior to
the Effective Date; (h) all proceeds, income or
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revenues (and any security or other deposits made) attributable to (i) the
Properties for any period prior to the Effective Date, or (ii) any Excluded
Assets; (i) all personal computers and associated peripherals and all radio and
telephone equipment; (j) all of Seller's proprietary computer software, patents,
trade secrets, copyrights, names, trademarks, logos and other intellectual
property; (k) all of Seller's interpretations of geological and geophysical
data; (1) all documents and instruments of Seller that may be protected by an
attorney-client privilege; (m) data that cannot be disclosed or assigned to
Buyer as a result of confidentiality arrangements under agreements with persons
unaffiliated with Seller; (n) all audit rights arising under any of the
Contracts or otherwise with respect to any period prior to the Effective Date or
to any of the Excluded Assets; and (o) all (i) agreements and correspondence
between Seller and Torch Energy Advisors Incorporated and any affiliates thereof
(the "Advisor") relating to the transactions contemplated in this Agreement,
(ii) lists of prospective purchasers for such transactions compiled by either
Seller or the Advisor, (iii) bids submitted by other prospective purchasers of
the Properties, (iv) analyses by Seller or the Advisor of any bids submitted by
any prospective purchaser, (v) correspondence between or among Seller or
Advisor, or either of their respective representatives, and any prospective
purchaser other than Buyer, and (vi) correspondence between Seller or Advisor or
any of their respective representatives with respect to any of the bids, the
prospective purchasers, the engagement or activities of the Advisor or the
transactions contemplated in this Agreement.
2. PURCHASE PRICE.
2.1. BASIC AMOUNT. The purchase price for the Properties, subject to
adjustment as provided in Section 2.2, shall be $14,800,000.00 (the "Purchase
Price"). The Purchase Price as adjusted pursuant to Section 2.2 is referred to
in this Agreement as the "Adjusted Purchase Price."
2.2. ADJUSTMENTS TO PURCHASE PRICE. The Purchase Price shall be adjusted as
Provided in this Section 2.2.
2.2.1. The Purchase Price shall be increased by the following amounts
(without duplication):
(a) An amount equal to the costs and expenses that are (i) attributable
to the Properties for the period from the Effective Date to the Closing Date
(the "Closing Period"), whether paid before or after the Effective Date, and
(ii) paid by Seller, including, without limitation, bond and insurance
premiums paid by or on behalf of Seller attributable to coverage during the
Closing Period.
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(b) An amount equal to the interest of Seller in the quantity of Substances
produced from the Oil and Gas Properties in storage or pipelines on the
Effective Date multiplied by the contract price therefor on the Effective Date,
net of all applicable taxes.
(c) If Seller or Torch Operating Company, with respect to the TOC Operated
Properties, is named as the operator under a joint operating agreement covering
any of the Oil and Gas Properties other than those included in Excluded Assets,
an amount equal to the costs and expenses paid by Seller on behalf of the other
joint interest owners that is attributable to periods after the Effective Date.
(d) An amount equal to $1,000 per day from the Effective Date to the Closing
Date in lieu of any indirect overhead charges.
(e) An amount equal to $1.25 per Mcf of the under position with respect to
any gas production, pipeline, storage, processing or other imbalance
attributable to Substances produced from Oil and Gas Properties as of the
Effective Date under any agreement to the extent the volume of such under
position is greater than zero or an amount equal to $1.25 per Mcf of the over
position with respect to any such imbalance as of the Effective Date under any
such agreement to the extent that the volume of the over position with respect
to any such imbalance is less than zero.
2.2.2. The Purchase Price shall be decreased by the following amounts
(without duplication):
(a) An amount equal to the proceeds received by Seller for the sale during
the Closing Period of Substances, net of all applicable taxes not reimbursed to
Seller by a purchaser of Substances.
(b) An amount equal to all proceeds received by Seller from whatever source
derived that relate to the Properties and are attributable to periods on or
after the Effective Date, other than operator's overhead reimbursements received
by Seller under joint operating agreements in which Seller is designated as the
operator.
(c) The amount of all adjustments determined in accordance with Annex I for
title adjustments for the Oil and Gas Properties to the extent that the
aggregate of all Title Defect Amounts exceeds $100,000.
(d) The amount of all taxes prorated to Buyer in accordance with Section
11.1.
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(e) An amount equal to $1.25 per Mcf of the over position with respect
to any gas production, pipeline, storage, processing or other imbalance
attributable to Substances produced from Oil and Gas Properties as of the
Effective Date under any agreement to the extent the volume of such over
position is greater than zero or an amount equal to $1.25 per Mcf of the
under position with respect to any such imbalance as of the Effective Date
under any such agreement to the extent that the volume of the under position
with respect to any such imbalance is less than zero.
2.3. DEPOSIT. Contemporaneously with the execution of this Agreement, Buyer
is depositing with Seller an amount equal to ten percent of the Purchase Price
(the "Deposit"). The Deposit shall be applied to the Adjusted Purchase Price to
be paid at Closing or may be returned to Buyer or retained by Seller in
accordance with the terms of this Agreement.
2.4. CLOSING STATEMENT. Seller shall deliver to Buyer not less than two
Business Days before the Closing Date a statement (the "Closing Statement")
setting forth the adjustments to the Purchase Price provided in Section 2.2 and
using Title Defect Amounts that have been agreed by Seller and Buyer prior to
such date or determined by arbitration prior to such date. The Closing
Statement shall be prepared in accordance with customary accounting principles
used in the oil and gas industry.
3. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to
Buyer as follows:
3.1. ORGANIZATION. Seller is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware. Seller is
qualified to do business in and is in good standing under the laws of each state
in which the Properties are located.
3.2. AUTHORITY AND AUTHORIZATION. Seller has full corporate power and
authority to carry on its business as presently conducted, to enter into this
Agreement and to perform its obligations under this Agreement. The execution and
delivery of this Agreement by Seller have been, and the performance by Seller of
this Agreement and the transactions contemplated hereby shall be at the time
required to be performed hereunder, duly and validly authorized by all requisite
corporate action on the part of Seller.
3.3. ENFORCEABILITY. This Agreement has been duly executed and delivered on
behalf of Seller and constitutes the legal, valid and binding obligation of
Seller enforceable in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, reorganization or moratorium statutes, or
other similar laws affecting the rights of creditors generally or equitable
principles (collectively, "Equitable Limitations"). At the
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Closing all documents and instruments required hereunder to be executed and
delivered by Seller shall be duly executed and delivered and shall constitute
legal, valid and binding obligations of Seller enforceable in accordance with
their terms, except as enforceability may be limited by Equitable Limitations.
3.4. CONFLICTS. The execution and delivery of this agreement by seller does
not, and the consummation of the transactions contemplated by this Agreement
shall not, (a) violate or be in conflict with, or require the consent of any
person or entity under, any provision of Seller's governing documents, (b)
violate any provision of or require any consent, authorization or approval under
any judgment, decree, judicial or administrative order, award, writ, injunction,
statute, rule or regulation applicable to Seller, or (c) result in the creation
of any lien, charge or encumbrance on any of the properties.
3.5. LITIGATION. Except as set forth on the Exhibit, no claim, demand,
filing, hearing, notice of violation, proceeding, notice or demand letter,
investigation, administrative proceeding, civil, criminal or other action, suit
or other legal proceeding is pending or, to the best of Seller's knowledge,
threatened, against Seller relating to, resulting from or affecting the
ownership or operation of the Properties. No notice from any governmental
authority or any other person (including employees) has been received by Seller
as to any claim, demand, filing, hearing, notice of violation, proceeding,
notice or demand letter, relating to, resulting from or affecting the ownership
or operation of the Properties, claiming any violation of any law, statute,
rule, regulation, ordinance, order, decision or decree of any governmental
authority (including, without limitation, any such law, rule, regulation,
ordinance, order, decision or decree concerning the conservation of natural
resources) or claiming any breach of contract or agreement with any third-party.
3.6. TOC OPERATED PROPERTIES. Torch Operating Company ("TOC") operates
certain of the Properties described on the Exhibit on behalf of Nuevo Energy
Company and after consummation of these transactions shall continue to operate
such Properties ("TOC Operated Properties"). The TOC Operated Properties are
described on the Exhibit.
4. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to
Seller that:
4.1. ORGANIZATION. Buyer is a corporation duly organized, validly existing
and in good standing under the laws of the State of Texas.
4.2. AUTHORIZATION AND AUTHORITY. The execution and delivery of this Agree-
ment have been and the performance of this Agreement and the transactions
contemplated hereby shall be at the time required to be performed hereunder,
duly and validly authorized
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by all requisite corporate action on the part of Buyer. Buyer has full corporate
power and authority to carry on its business as presently conducted, to enter
into this Agreement, to purchase the Properties on the terms described in this
Agreement and to perform its other obligations under this Agreement.
4.3. ENFORCEABILITY. This Agreement has been duly executed and delivered on
behalf of Buyer, and constitutes a legal, valid and binding obligation of Buyer
enforceable in accordance with its terms, except as enforceability may be
limited by Equitable Limitations. At the Closing all documents required
hereunder to be executed and delivered by Buyer shall be duly executed and
delivered and shall constitute legal, valid and binding obligations of Buyer
enforceable in accordance with their terms, except as enforceability may be
limited by Equitable Limitations.
4.4. CONFLICTS. The execution and delivery of this Agreement by Buyer does
not, and the consummation of the transactions contemplated by this Agreement
shall not, (a) violate or be in conflict with, or require the consent of any
person or entity under, any provision of Buyer's Certificate of Incorporation,
bylaws or other governing documents, (b) conflict with, result in a breach of,
constitute a default (or an event that with the lapse of time or notice, or
both, would constitute a default) under any agreement or instrument to which
Buyer is a party or is bound, or (c) violate any provision of or require any
consent, authorization or approval under any judgment, decree, judicial or
administrative order, award, writ, injunction, statute, rule or regulation
applicable to Buyer.
4.5. RELIANCE. Prior to executing this Agreement, Buyer has been afforded an
opportunity to (a) examine the Properties and such materials as it has requested
to be provided to it by Seller, (b) discuss with representatives of Seller such
materials and the nature and operation of the Properties and (c) investigate the
condition, including subsurface condition, of the Oil and Gas Properties and
Surface Contracts and the condition of the Equipment. In entering into this
Agreement, Buyer has relied solely on the express representations and covenants
of Seller in this Agreement, its independent investigation of, and judgment with
respect to, the Equipment and the other Properties and the advice of its own
legal, tax, economic, environmental, engineering, geological and geophysical
advisors and not on any comments or statements of any representatives of, or
consultants or advisors engaged by, Seller or the Advisor.
4.6. QUALIFIED LEASEHOLDER. As soon as possible after Closing, Buyer intends
to satisfy the area-wide bonding and any other bonding requirements of the
Minerals Management Service and other governmental authorities, and, after the
Closing, Buyer anticipates that it will continue to be able to meet such bonding
requirements. As soon as possible after Closing, Buyer shall use its best
efforts to become qualified to own the
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Properties. The consummation of the transactions contemplated hereby will not
cause Buyer to be disqualified to be an owner of federal, oil, gas, and mineral
leases in the Gulf of Mexico region, or to exceed any acreage limitation imposed
by any law, statute, rule or regulation. Buyer is not aware of any fact that
could reasonably be expected to cause the Minerals Management Service or other
governmental authorities to fail to unconditionally approve the assignment of
the Properties to Buyer.
4.7. QUALIFIED PURCHASER. Buyer is an experienced and knowledgeable investor
and operator in the oil and gas business. Buyer is acquiring the Properties for
its own account and not with a view to, or for offer of resale in connection
with, a distribution thereof, within the meaning of the Securities Act of 1933,
15 U.S.C. (S) 77a et seq., and any other rules, regulations, and laws pertaining
to the distribution of securities.
4.8. AVAILABLE FUNDS. Buyer has arranged to have available by the Closing
Date sufficient funds to enable the payment to Seller by wire transfer, the
Adjusted Purchase Price in accordance with Section 9.4, and to otherwise perform
Buyer's obligations under this Agreement.
5. COVENANTS OF SELLER PENDING CLOSING.
5.1. CONDUCT OF BUSINESS PENDING CLOSING. Seller covenants that from the date
hereof to the Closing Date, except (a) as provided herein, (b) as required by
any obligation, agreement, lease, contract, or instrument referred to on the
Exhibit, or (c) as otherwise consented to in writing by Buyer, Seller will:
5.1.1. Not (i) operate or in any manner deal with, incur obligations
with respect to, or undertake any transactions relating to, the Properties other
than transactions (A) in the normal, usual and customary manner, (B) of a nature
and in an amount consistent with prior practice, and (C) in the ordinary and
regular course of business of owning and operating the Properties; (ii) dispose
of, encumber or relinquish any of the Properties (other than relinquishments
resulting from the expiration of leases that Seller has no right or option to
renew); (iii) waive, compromise or settle any right or claim that would
materially and adversely affect the ownership, operation or value of any of the
Properties after the Effective Date, or (iv) participate in any operation if the
estimated cost exceeds $20,000.00.
5.1.2. Make or give all notifications, filings, consents or approvals,
from, to or with all governmental authorities, and take all other actions
reasonably requested by Buyer, necessary for, and cooperate with Buyer in
obtaining, the issuance, assignment or transfer, as the case may be, by each
such authority of such Permits as may be necessary for
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Buyer to own and operate the Properties following the consummation of the
transactions contemplated in this Agreement.
5.1.3. Notify Buyer of the discovery by Seller that any representation
or warranty of Seller contained in this Agreement is, becomes or will be untrue
in any material respect on the Closing Date.
5.1.4. Maintain in effect insurance providing the same type coverage, in
the same amounts with the same deductibles as the insurance maintained in effect
by Seller or its affiliates on the Effective Date.
5.2. ACCESS. Seller shall afford to Buyer and its authorized representatives
from the date hereof until the Closing Date, during normal business hours,
reasonable access to the Properties operated by Seller and to Seller's title,
contract, and legal materials and operating data and information available as of
the date hereof and that becomes available to Seller at any time prior to the
Closing Date, other than any documents that are protected by an attorney-client
privilege.
5.3. ANTITRUST NOTIFICATION. Seller will file, within five Business Days
after the execution of this Agreement, with the Federal Trade Commission and the
Department of Justice the notification and report form required for the
transactions contemplated hereby and any supplemental information that may be
reasonably requested in connection therewith pursuant to the Xxxx-Xxxxx-Xxxxxx
Antitrust Improvements Act of 1976 and the rules and regulations promulgated
thereunder (the "HSR Act"), which notification and report form and supplemental
information will comply in all material respects with the requirements of the
HSR Act. Seller will seek early termination of the waiting period.
6. COVENANTS OF BUYER PENDING CLOSING.
6.1. ANTITRUST NOTIFICATION. Buyer will file, within five Business Days after
the execution of this Agreement, with the Federal Trade Commission and the
Department of Justice the notification and report form required for the
transactions contemplated hereby and any supplemental information that may be
reasonably requested in connection therewith pursuant to the HSR Act, which
notification and report form and supplemental information will comply in all
material respects with the requirements of the HSR Act. Buyer will seek early
termination of the waiting period.
6.2. NOTIFICATIONS. Buyer will notify Seller promptly after the discovery by
Buyer that any representation or warranty of Seller contained in this Agreement
is, becomes or will be untrue in any material respect on the Closing Date. In
addition, Buyer will notify Seller
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of the discovery by Buyer that any representation or warranty of Buyer contained
in this Agreement is, becomes or will be untrue in any material respect on the
Closing Date.
6.3. GOVERNMENTAL BONDS. Promptly after Closing, Buyer shall deliver to
Seller evidence of the posting of bonds or other security with the Minerals
Management Service and all other applicable governmental authorities meeting the
requirements of those authorities to own and, where appropriate, operate, the
Oil and Gas Properties.
7. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The obligations of Buyer to
be performed at Closing are subject to the fulfillment, before or at Closing, of
each of the following conditions:
7.1. REPRESENTATIONS AND WARRANTIES. The representations and warranties by
Seller set forth in this Agreement (considered collectively) shall be true and
correct in all material respects on the date of this Agreement and as of the
Closing Date except for changes therein specifically contemplated by this
Agreement.
7.2. COMPLIANCE. Seller shall have performed and complied in all material
respects with each of the covenants and conditions required by this Agreement of
which performance or compliance is required prior to or at the Closing.
7.3. CONSENTS. The necessary consents have been obtained and any applicable
preferential rights have been waived or have expired.
7.4. NO PENDING SUITS. At the Closing Date, no suit, action or other
proceeding shall be pending or threatened before any court or governmental
agency in which it is sought to restrain or prohibit the performance of or to
obtain damages or other relief in connection with this Agreement or the
consummation of the transactions contemplated hereby.
7.5. PURCHASE PRICE ADJUSTMENTS. The aggregate of all adjustments to the
Purchase Price and all adjustments asserted by Buyer in good faith that have not
been resolved prior to the Closing Date shall not exceed 5% of the Purchase
Price less the deductible in Section 2.2.2(c).
7.6. HSR ACT. The waiting period under the HSR Act applicable to the
transactions contemplated in this Agreement shall have expired or been
terminated.
8. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER. The obligations of Seller
to be performed at Closing are subject to the fulfillments before or at Closing,
of each of the following conditions:
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8.1 REPRESENTATIONS AND WARRANTIES. The representations and warranties by
Buyer set forth in this Agreement (considered collectively) shall be true and
correct in all material respects on the date of this Agreement and as of the
Closing Date except for changes therein specifically contemplated by this
Agreement.
8.2. COMPLIANCE. Buyer shall have performed and complied in all material
respects with each of the covenants and conditions required by this Agreement of
which performance or compliance is required prior to or at the Closing.
8.3. CONSENTS. The necessary consents have been obtained and any applicable
preferential rights have been waived or have expired.
8.4. NO PENDING SUITS. At the Closing Date, no suit, action or other
proceeding shall be pending or threatened before any court or governmental
agency in which it is sought to restrain or prohibit the performance of or to
obtain damages or other relief in connection with this Agreement or the
consummation of the transactions contemplated hereby.
8.5. PURCHASE PRICE ADJUSTMENTS. The aggregate of all adjustments to the
purchase price pursuant to Annex I shall not exceed 5% of the Purchase Price
less the deductible in Section 2.2.2(c).
8.6. HSR ACT. The waiting period under the HSR Act applicable to the
transactions contemplated in this Agreement shall have expired or been
terminated.
8.7. FINANCIAL CONDITION. Buyer shall have provided to Seller evidence of
Buyer's financial condition that satisfies Seller, in Seller's sole discretion,
that Buyer can comply with all obligations of Buyer under this Agreement.
8.8. TRANSITION OPERATING AGREEMENT. Buyer shall have executed a Transition
Operating Agreement between Buyer and TOC in the form attached to the Exhibit
and covering the Oil and Gas Properties other than the Excluded Assets, whereby
TOC operates such properties for a period not greater than six (6) months as
determined by Buyer; provided, however TOC shall continue to operate the
applicable Oil and Gas Properties under the Transition Agreement until Buyer
delivers to Seller the information required in Section 6.3.
9. CLOSING.
9.1. THE CLOSING. The assignment and purchase of the Properties pursuant to
this Agreement (the "Closing") shall be consummated in Houston, Texas, at the
offices of the
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Seller before 11:00 p.m. on the later of (a) the third Business Day after the
day that all necessary requirements of the provisions of the HSR Act shall have
been complied with and the applicable waiting period under the HSR Act shall
have expired or been terminated or (b) the 30th day of June, 1997 (the "Closing
Date").
9.2. DOCUMENTS TO BE DELIVERED AT CLOSING.
9.2.1. At the Closing, Seller shall deliver to Buyer the following
instruments, dated the Closing Date, properly executed by authorized officers
and, where appropriate, acknowledged:
(a) Counterparts of an Assignment of Leases and Xxxx of Sale in the form
of Annex V sufficient to convey to Buyer title in and to the Properties;
(b) Such other instruments as are necessary to effectuate the conveyance
of the Properties to Buyer;
(c) Letters in lieu of division orders addressed to each purchaser of
the Substances;
(d) With respect to any Xxxxx that Seller owns less than all of the
operating rights or leasehold interests and is designated as the operator, other
than the TOC Operated Properties specified in the Exhibit, (i) letters to all
working interest owners in which Seller or Torch Operating Company resigns as
the operator and recommends Buyer as the successor operator and (ii) any forms
promulgated by the appropriate governmental authority and completed by Buyer
designating Buyer as the operator that Seller is required to execute by the
governmental authority. With respect to any Xxxxx that Seller owns all of the
leasehold interests or operating rights and is designated as the operator, any
forms promulgated by the appropriate governmental authority and completed by
Buyer designating Buyer as the operator that Seller is required to execute by
the governmental authority; and
(e) A certificate in the form of Annex III.
9.2.2. At the Closing, Buyer shall deliver to Seller the following
instruments, dated the Closing Date, properly executed by authorized officers
and, where appropriate, acknowledged:
(a) Transition Operating Agreement between Buyer and Torch Operating
Company;
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(b) a certificate in the form of Annex IV dated the Closing Date and
properly executed by an authorized officer; and
(c) A resolution of Buyer's Board of Directors, certified by its
Secretary, authorizing the execution, delivery and performance of this
Agreement, the Assignment and Xxxx of Sale, and all other actions to be taken by
Buyer hereunder.
9.3. POSSESSION. At the Closing, Seller shall deliver to Buyer possession of
the Properties other than the Data. Within five Business Days after Closing,
Seller shall deliver to Buyer at Seller's offices all of the Data.
9.4. PAYMENT OF PURCHASE PRICE. At the Closing, against delivery of the
documents and materials described in Section 9.2, Buyer shall pay to Seller the
estimated Adjusted Purchase Price, less the amount of the Deposit, by wire
transfer of immediately available funds.
10. CASUALTY LOSS. As used herein, the term "Casualty Loss" shall mean, with
respect to all or any major portion of any of the Properties, any destruction by
fire, blowout, storm or other casualty or any taking, or pending or threatened
taking, in condemnation or expropriation or under the right of eminent domain of
any of the Properties or portion thereof, in each case prior to Closing. Seller
shall promptly notify Buyer of any Casualty Loss of which Seller becomes aware.
If any Casualty Loss occurs during the Closing Period, Seller shall (i) transfer
to Buyer all of the interest of Seller in the Properties other than Excluded
Assets, (ii) transfer to Buyer all unpaid insurance proceeds, claims, awards and
other payments arising out of such Casualty Loss, and (iii) pay to Buyer all
sums paid to Seller as insurance proceeds, awards or other payments arising out
of such Casualty Loss. Seller shall not voluntarily compromise, settle or adjust
any amounts payable by reason of any Casualty Loss without first obtaining the
written consent of Buyer.
11. TERMINATION.
11.1. EVENTS OF TERMINATION. This Agreement may be terminated at any time
prior to the Closing:
11.1.1. By the mutual written consent of Buyer and Seller;
11.1.2. By Seller if Buyer shall (i) fail to perform in any material
respect its covenants contained herein required to be performed by it on or
prior to the Closing Date, or (ii) any of its representations contained herein
shall be incorrect in any material respect on the Closing Date, and such failure
or misrepresentation is not cured within ten days after
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Seller shall have notified Buyer of its intent to terminate this Agreement
pursuant to this Section 11.1.2;
11.1.3. By Buyer if Seller shall (i) fail to perform in any material
respect its covenants contained herein required to be performed by it on or
prior to the Closing Date, or (ii) any of its representations contained herein
shall be incorrect in any material respect on the Closing Date, and such failure
or misrepresentation is not cured within ten days after Buyer has notified
Seller of its intent to terminate this Agreement pursuant to this Section
11.1.3;
11.1.4. By Buyer or Seller if the aggregate of all Environmental
Defect Amounts exceeds 5% of the Purchase Price. Notwithstanding the above,
Seller shall not have the right to terminate this Agreement in the event that
Buyer elects, in its sole discretion, to bear the cost of curing the
Environmental Defects that would otherwise exceed 5% of the Purchase Price;
11.1.5. By Buyer or Seller if the adjustments to the Purchase Price
for Title Defects under Annex I exceed 5% of the Purchase Price. Notwithstanding
the above, Seller shall not have the right to terminate this Agreement in the
event that Buyer elects, in its sole discretion, not to adjust the Purchase
Price by and to bear the cost of curing the Title Defects which otherwise would
result in adjustments to the Purchase Price that exceed 5% of the Purchase
Price;
11.1.6. By Buyer or Seller if the Properties suffer a Casualty Loss
or Casualty Losses after the Effective Date and prior to the Closing Date in the
aggregate that exceed(s) 5% of the Purchase Price; and
11.1.7. By either Seller or Buyer if for any reason the Closing has
not occurred on or before June 30, 1997.
11.2. EFFECT OF TERMINATION.
11.2.1. If the purchase and sale of the Properties is not consummated
as contemplated in this Agreement and either (a) Buyer shall have failed to
perform in any material respect its covenants contained herein required to be
performed by it on or prior to the Closing Date, or (b) any of its
representations contained herein shall be incorrect in any material respect on
the Closing Date, and such failure or misrepresentation is not cured within the
time period provided in Section ll.l, then Seller may elect to retain the
Deposit as liquidated damages or return the Deposit to Buyer and seek such
damages as may be appropriate. Buyer acknowledges that the extent of damages to
Seller occasioned by any
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breach or misrepresentation by Buyer would be impossible or extremely difficult
to ascertain and that the amount of the Deposit is a fair and reasonable
estimate of such damages under the circumstances.
11.2.2. If the purchase and sale of the Properties is not consummated
as contemplated in this Agreement and (a) Buyer shall have performed in all
material respects its covenants contained herein required to be performed by it
on or prior to the Closing Date and (b) all of its representations contained
herein shall be correct in all material respects on the Closing Date, then
Seller shall refund to Buyer the Deposit within three Business Days after the
date of termination of this Agreement.
12. TAXES, PRORATIONS AND ASSUMPTION OF OBLIGATIONS.
12.1. TAX PRORATIONS. Real and personal property taxes for the Properties
shall be prorated between Buyer and Seller as of the Effective Date. If the
actual taxes are not known on the Closing Date, Seller's share of such taxes
shall be determined by using (a) the rates and millage for the year prior to the
year in which the Closing occurs, with appropriate adjustments for any known and
verifiable changes thereto, and (b) the assessed values for the year in which
Closing occurs. When Buyer receives the actual tax statements for the Properties
from the appropriate taxing authorities, Buyer shall deliver to Seller a copy of
such statements, together with the amount, if any, by which Seller's proration
exceeds the proration that would have been made had actual tax statements been
used to calculate Seller's proration. If the proration for Seller that would
have been made using actual tax statements exceeds that made at Closing, Seller
shall pay to Buyer such difference within three Business Days of receipt of such
statement.
12.2. ASSUMPTION BY BUYER. At Closing, Buyer shall assume (a) the obligation
to (i) plug and abandon or remove and dispose of all Xxxxx, platforms,
structures, flow lines, pipelines, and the other equipment now or hereafter
located on the Oil and Gas Properties within such time as required by, in
conformance with, and satisfying the terms and conditions of the oil, gas and
mineral leases comprising part of the Properties, the Contracts and applicable
laws, rules, orders and regulations of any governmental authority having
jurisdiction, (ii) cap and bury all flow lines and other pipelines now or
hereafter located on the Oil and Gas Properties, and (iii) dispose of naturally
occurring radioactive material and all other pollutants, wastes, contaminants,
or hazardous, extremely hazardous, or toxic materials, substances, chemicals or
wastes now or hereafter located on the Oil and Gas Properties; (b) the
obligation to restore the lands covered by or used in connection with the
Properties within such time as required by, in conformance with, and satisfying
the terms and conditions of the oil, gas and mineral leases comprising part of
the Properties the Contracts and applicable laws, rules, orders and regulations
of any governmental authority having
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jurisdiction; and (c) all other costs, obligations and liabilities that relate
to the ownership or operation of the Oil and Gas Properties or arise under the
Contracts or otherwise relate to the Properties and, in each case, arise from or
relate to events occurring or conditions existing whether before, on or after
the Effective Date including, without limitation, (i) all obligations and
liabilities arising from or in connection with any gas production, pipeline,
storage, processing or other imbalance attributable to Substances produced from
Oil and Gas Properties; (ii) any and all claims arising under all federal and
state environmental statues and (iii) all obligations and liabilities arising
from or in connection with any of the litigation described on the Exhibit,
including, without limitation, any claims by other working interest owners
against Seller or Torch Operating Company, where Torch Operating Company resigns
as operator of the Properties pursuant to this Agreement. All such plugging,
replugging, abandonment, removal, disposal, and restoration operations shall be
in compliance with applicable laws and regulations and contracts, and shall be
conducted in a good and workmanlike manner.
13. FINAL ACCOUNTING.
13.1. SETTLEMENT STATEMENT. As soon as practical and, in any event, no later
than ninety calendar days after the Closing Date, Seller shall prepare and
deliver to Buyer a statement (the "Final Settlement Statement") setting forth
the adjustments to the Purchase Price in accordance with Section 2.2. The Final
Settlement Statement shall be prepared in accordance with customary accounting
principles used in the oil and gas industry. The Final Settlement Statement
shall reflect all amounts shown on the Closing Statement and shall deduct all
such amounts from the amounts calculated under the Final Settlement Statement.
Within thirty calendar days after Buyer's receipt of the Final Settlement
Statement (but not earlier than ninety calendar days after the Closing Date),
Buyer and Seller shall endeavor to agree on the final accounting.
13.2. ARBITRATION OF FINAL SETTLEMENT. If Seller and Buyer cannot agree upon
the Final Settlement Statement, the Houston Office of the firm of Ernst & Young
is designated to act as an arbitrator and to decide all points of disagreement
with respect to the Final Settlement Statement, such decision to be binding on
both parties. If such firm is unwilling or unable to serve in such capacity,
Seller and Buyer shall attempt to, in good faith, designate another acceptable
person as the sole arbitrator under this Section. If the parties are unable to
agree upon the designation of a person as substitute arbitrator, then Seller or
Buyer, or both of them, may in writing request the Judge of the United States
District Court for the Southern District of Texas senior in term of service to
appoint the substitute arbitrator. The arbitration shall be conducted under the
Texas General Arbitration Act and the rules of the American Arbitration
Association to the extent such rules do not conflict with the terms of such Act
and the terms hereof. The costs and expenses of the arbitrator, whether the firm
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designated above, or a third party appointed pursuant to the preceding sentence
shall be shared equally by Seller and Buyer.
13.3. PAYMENT. Within five Business Days after the agreement of Seller and
Buyer on the Final Settlement Statement or after the decision of the arbitrator,
Buyer or Seller, as the case may be, shall promptly make a cash payment to the
other equal to the sums as may be found to be due in the Final Settlement
Statement.
14. SURVIVAL AND INDEMNIFICATION.
14.1. SURVIVAL. The liability of Buyer and Seller under each of their
respective representations, warranties, covenants, agreements and indemnities
shall survive the Closing and execution and delivery of the assignments
contemplated hereby.
14.2. INDEMNIFICATION BY SELLER. After the Closing, Seller shall be
responsible for, shall pay on a current basis, and shall indemnify, save, hold
harmless, discharge and release Buyer, all of its affiliates, successors and,
permitted assignees, and all of its and their respective stockholders,
directors, officers, employees, agents and representatives (collectively, "Buyer
Indemnified Parties") from and against any and all payments, charges, judgments,
assessments, liabilities, damages, penalties, fines or costs and expenses paid
or incurred by the person seeking indemnification, including any legal or other
expenses reasonably incurred in connection therewith (collectively,
"Liabilities"), arising from, based upon, related to or associated with (a) any
act or omission by Seller involving or relating to the Excluded Assets whether
occurring before, on or after the Effective Date; and (b) the fees of any
brokers' or finders' fees or commissions arising with respect to brokers or
finders retained or engaged by Seller and resulting from or relating to the
transactions contemplated in this Agreement.
14.3. INDEMNIFICATION BY BUYER. After the Closing, Buyer shall assume, be
responsible for, shall pay on a current basis, and shall indemnify, save, hold
harmless, discharge and release Seller, its affiliates, its and their successors
and permitted assigns, and all of their respective stockholders, directors,
officers, employees, agents and representatives (collectively, "Seller
Indemnified Parties") from and against any and all Liabilities arising from,
based upon, related to or associated with (a) any act, omission, event,
condition or circumstance involving or relating to the Properties whether
occurring on or after the Effective Date; (b) liabilities and obligations
assumed by Buyer pursuant to Section 12; and (c) the failure to obtain any
consent or waiver of any preferential right for the assignment of the Properties
to Buyer; and (d) any brokers' or finders' fees or commissions arising with
respect to brokers or finders retained or engaged by any person other than
Seller and resulting from or relating to the transactions contemplated in this
Agreement.
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14.4. LIABILITY LIMITATIONS.
14.4.1. After the Closing, any assertion by any Buyer Indemnified
Party that Seller is liable (a) for the inaccuracy of any representation or
warranty, (b) for the breach of any covenant, (c) for indemnity under the terms
of this Agreement or (d) otherwise in connection with the transactions
contemplated in this Agreement, must be made by Buyer in writing and must be
given to Seller on or prior to the last preceding Business Day before the first
anniversary of the Closing Date. Nothing in this Section 14.4 shall restrict or
limit the right of any Buyer Indemnified Party to make a claim pursuant to any
express warranty made by Seller in the Assignment and Xxxx of Sale dated of
even date herewith between Buyer and Seller. The notice shall state the facts
known to Buyer that give rise to such notice in sufficient detail to allow
Seller to evaluate the assertion.
14.4.2. The amount of any Liabilities for which any of the Buyer
Indemnified Parties or Seller Indemnified Parties is entitled to
indemnification or other compensation under this Agreement or in connection
with or with respect to the transactions contemplated in this Agreement shall
be reduced by any corresponding (a) tax benefit created or generated or (b)
insurance proceeds realized or that could reasonably be expected to be realized
by such party if a claim were properly pursued under the relevant insurance
arrangements.
14.4.3. None of the Buyer Indemnified Parties nor the Seller
Indemnified Parties shall be entitled to recover from Seller or Buyer,
respectively, for any losses, costs, expenses, or damages arising under this
Agreement or in connection with or with respect to the transactions
contemplated in this Agreement any amount in excess of the actual compensatory
damages, court costs and reasonable attorney fees, suffered by such party.
Buyer on behalf of each of the Buyer Indemnified Parties and Seller on behalf
of each of the Seller Indemnified Parties waives any right to recover punitive,
special, exemplary and consequential damages arising in connection with or with
respect to the transactions contemplated in this Agreement.
14.4.4. The sole and exclusive remedy of each of the Buyer Indemnified
Parties and the Seller Indemnified Parties with respect to the purchase and
sale of the Properties shall be pursuant to the express provisions of this
Agreement. Any and all (a) claims relating to the representations, warranties,
covenants and agreements contained in this Agreement, (b) other claims pursuant
to or in connection with this Agreement or (c) other claims relating to the
Properties and the purchase and sale thereof shall be subject to the provisions
set forth in this Section 14. Buyer on behalf of each of the Buyer Indemnified
Parties and Seller on behalf of each of the Seller Indemnified Parties is
hereby deemed to have waived, to the fullest extent permitted under applicable
law, any right of contribution against Seller or any of its affiliates or Buyer
or any of its affiliates and any and all rights,
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claims and causes of action it may have against Seller or any of its affiliates
or Buyer or any of its affiliates, respectively, arising under or based on any
federal, state or local statute, law, ordinance, rule or regulation or common
law or otherwise.
14.4.5. No person entitled to indemnification hereunder or otherwise
to damages in connection with or with respect to the transactions contemplated
in this Agreement shall settle, compromise or take any other action with
respect to any claim, demand, assertion of liability or legal proceeding that
could prejudice or otherwise adversely impact the ability of the person
providing such indemnification or potentially liable for such damages to defend
or otherwise settle or compromise with respect to such claim, demand, assertion
of liability or legal proceeding.
14.4.6. Seller and Buyer acknowledge that the payment of money, as
limited by the terms of this Agreement, shall be adequate compensation for
breach of any representation, warranty, covenant or agreement contained herein
or for any other claim arising in connection with or with respect to the
transactions contemplated in this Agreement. As the payment of money shall be
adequate compensation, Buyer and Seller waive any right to rescind this
Agreement or any of the transactions contemplated hereby.
14.4.7. Each person entitled to indemnification hereunder or otherwise
to damages in connection with the transactions contemplated in this Agreement
shall take all reasonable steps to mitigate all losses, costs, expenses and
damages after becoming aware of any event or circumstance that could reasonably
be expected to give rise to any losses, costs, expenses and damages that are
indemnifiable or recoverable hereunder or in connection herewith.
14.4.8. THE INDEMNIFICATION, RELEASE AND ASSUMPTION PROVISIONS
PROVIDED FOR IN THIS AGREEMENT SHALL BE APPLICABLE WHETHER OR NOT THE
LOSSES, COSTS, EXPENSES AND DAMAGES IN QUESTION AROSE SOLELY OR IN PART FROM
THE GROSS, ACTIVE, PASSIVE OR CONCURRENT NEGLIGENCE, OR OTHER FAULT OF ANY
INDEMNIFIED PARTY. BUYER AND SELLER ACKNOWLEDGE THAT THIS STATEMENT COMPLIES
WITH THE EXPRESS NEGLIGENCE RULE AND IS CONSPICUOUS.
14.4.9. Neither Seller nor Buyer shall have any obligation or
liability under this Agreement or in connection with or with respect to the
transactions contemplated in this Agreement for (a) any breach,
misrepresentation or noncompliance with respect to any representation,
warranty, covenant or obligation if such breach, misrepresentation or
noncompliance shall have been waived by the other party, or (b) any
misrepresentation or
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breach of warranty if such other party had knowledge of the misrepresentation or
breach of warranty at or before Closing.
14.4.10. The exclusive remedy of Buyer for Environmental Defects and
Environmental Conditions shall be pursuant to Section 11.1.
14.5. WAIVER OF REPRESENTATIONS.
14.5.1. THE EXPRESS REPRESENTATIONS OF SELLER CONTAINED IN THIS
AGREEMENT ARE EXCLUSIVE AND ARE IN LIEU OF, ANY OTHER REPRESENTATION OR WARRANTY
WITH RESPECT TO THE ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, OR
OTHER CONDITION OF THE PROPERTIES; OR THE OWNERSHIP OR OPERATION OF THE
PROPERTIES OR ANY PART THEREOF.
14.5.2. SELLER EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER HEREBY
WAIVES, (I) ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE QUALITY, QUANTITY
OR VOLUME OF THE RESERVES, IF ANY, OF OIL, GAS OR OTHER HYDROCARBONS IN OR UNDER
THE OIL AND GAS PROPERTIES; (II) ANY WARRANTY OR REPRESENTATION, EXPRESS OR
IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
CONFORMITY TO SAMPLES, OR CONDITION OF ANY OF THE PROPERTIES OR ANY PART
THERETO; AND (III) ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR
STATUTORY, OTHER THAN THE EXPRESS REPRESENTATIONS CONTAINED IN THIS AGREEMENT.
14.5.3. THE ITEMS OF PERSONAL PROPERTY, EQUIPMENT, IMPROVEMENTS,
FIXTURES AND APPURTENANCES CONVEYED AS PART OF THE PROPERTIES ARE SOLD, AND
BUYER ACCEPTS SUCH ITEMS "AS IS, WITH ALL FAULTS."
14.5.4. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS
AGREEMENT.
14.5.5. BUYER ACKNOWLEDGES THAT THE WAIVERS IN THIS SECTION 14.5 ARE
CONSPICUOUS.
14.6. DTPA WAIVER. Buyer hereby waives the provisions of the Texas
Deceptive Trade Practices Act, Chapter 17, Subchapter E, Sections 17.41 through
17.63, inclusive
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(other than Section 17.555, which is not waived), of the Texas Business and
Commerce Code. To evidence its ability to grant such waiver, Buyer represents to
Seller that it (a) is in the business of seeking or acquiring, by purchase or
lease, goods or services for commercial or business use, (b) has assets of $5
million or more according to its most recent financial statement prepared in
accordance with generally accepted accounting principles, (c) has knowledge and
experience in financial and business matters that enable it to evaluate the
merits and risks of the transaction contemplated hereby and (d) is not in a
significantly disparate bargaining position.
15. FURTHER ASSURANCES.
15.1. GENERAL. After the Closing, Seller and Buyer shall execute,
acknowledge and deliver or cause to be executed, acknowledged and delivered such
instruments and take such other action as may be necessary or advisable to carry
out their obligations under this Agreement and under any exhibit, document,
certificate or other instrument delivered pursuant hereto.
15.2. FILINGS, NOTICES AND CERTAIN GOVERNMENTAL APPROVALS. Promptly after
Closing Buyer shall (a) record the assignments of the Properties executed at the
Closing in all applicable real property records, (b) send notices to vendors
supplying goods and services for the Properties of the assignment of the
Properties to Buyer and, if applicable, the designation of Buyer as the operator
thereof, (c) actively pursue the unconditional approval by the Minerals
Management Service and all other applicable governmental authorities of the
assignment of the Properties to Buyer and the designation of Buyer as the
operator thereof, and (d) actively pursue all other consents and approvals that
may be required in connection with the assignment of the Properties to Buyer,
and the assumption of the liabilities assumed by Buyer hereunder, and that shall
not have been obtained prior to Closing. Buyer obligates itself to take any and
all action required by the Minerals Management Service or any other regulatory
agency in order to obtain such unconditional approval, including but not limited
to, the posting of any and all bonds or other security that may be required in
excess of its existing lease, pipeline or area-wide bond.
15.3. LOGOS AND NAMES. As soon as practicable after the Closing, Buyer will
remove or cause to be removed the names and marks used by Seller and all
variations and derivatives thereof and logos relating thereto from the
Properties.
16. ACCESS BY SELLER AFTER CLOSING. After the Closing Date, Seller and its
authorized representatives shall have reasonable access (at Seller's sole cost
and expense) during Buyer's normal business hours to (i) all books and records
of Buyer pertaining to the Properties for periods prior to the Effective Date
and (ii) the Properties for the purpose of prosecuting or
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defending claims, lawsuits or other proceedings, for audit purposes, or to
comply with legal process, rules, regulations or orders of any governmental
authority. Seller, at its sole expense, may copy such records that it deems
appropriate. Buyer agrees to maintain such books and records for a minimum of
six years after Closing.
17. NOTICES. All notices required or permitted under this Agreement shall be in
writing and, (a) if by air courier, shall be deemed to have been given one
Business Day after the date deposited with a recognized carrier of overnight
mail, with all freight or other charges prepaid, (b) if by telecopier, shall be
deemed to have been given when actually received, and (c) if mailed, shall be
deemed to have been given three Business Days after the date when sent by
registered or certified mail, postage prepaid, addressed as follows:
To Seller: Bellwether Exploration Company
0000 Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attn: Xxxxxx X. Xxxxxx
Telecopier: (000) 000-0000
To Buyer: Xxx Resources Corporation
One Houston Center
0000 XxXxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attn: Xxxxxx Xxxxx
Telecopier: 759-0360
"Business Day" shall mean a day other than Saturday or Sunday or any legal
holiday for commercial banking institutions under the laws of the State of
Texas.
18. ASSIGNMENT. Neither Seller nor Buyer may assign its rights or delegate its
duties or obligations arising under this Agreement, in whole or in part, by
operation of law or otherwise, before or after Closing, without the prior
written consent of the other party. Buyer may assign its rights and delegate its
duties or obligations to an affiliate of Buyer provided that Buyer provide to
Seller evidence of the affiliate's financial condition, which evidence satisfies
Seller, in Seller's sole discretion, that the affiliate can comply with all
obligations of Buyer under this Agreement.
19. GOVERNING LAW. This Agreement shall be governed and construed in accordance
with the laws of the State of Texas without giving effect to any principles of
conflicts of
-22-
laws. The validity of the various conveyances affecting the title to real
property shall be governed and construed in accordance with the laws of the
jurisdiction in which such property is situated. The representations and
warranties contained in such conveyances and the remedies available because of a
breach of such representations and warranties shall be governed by and construed
in accordance with the laws of the State of Texas without giving effect to the
principles of conflicts of laws.
20. EXPENSES AND FEES. Whether or not the transactions contemplated by this
Agreement are consummated, each of the parties hereto shall pay the fees and
expense of its counsel, accountants and other experts incident to the
negotiation and preparation of this Agreement and consummation of the
transactions contemplated hereby. Buyer shall be responsible for the cost of all
fees for the recording of transfer documents and any sales, transfer, stamp or
other excise taxes resulting from the transfer of the Properties to Buyer. All
other costs shall be borne by the party incurring such costs.
21. INTEGRATION. This Agreement, including the Exhibit, and the other agreements
to be entered into by the parties under the provisions of this Agreement and the
Confidentiality Agreement dated May 10, 1997, executed by Buyer and the Advisor
(the "Confidentiality Agreement") set forth the entire agreement and
understanding of the parties in respect of the transactions contemplated hereby
and supersede all prior agreements, prior arrangements and prior understandings
relating to the subject matter hereof.
22. WAIVER OR MODIFICATION. This Agreement may be amended, modified, superseded
or cancelled, and any of the terms, covenants, representations, warranties or
conditions hereof may be waived, only by a written instrument executed by a duly
authorized officer of Buyer and Seller, or, in the case of a waiver or consent,
by or on behalf of the party or parties waiving compliance or giving such
consent. The failure of any party at any time or times to require performance of
any provision of this Agreement shall not affect its right at a later time to
enforce such provision. No waiver by any party of any condition, or of any
breach of any covenant, agreement, representation or warranty contained in this
Agreement, in any one or more instances, shall be deemed to be or construed as a
further or continuing waiver of any such condition or breach or waiver of any
other condition or of any breach of any other covenant, agreement,
representation or warranty.
23. HEADINGS. The Section headings contained in this Agreement are for
convenient reference only and shall not in any way affect the meaning or
interpretation of this Agreement.
24. INVALID PROVISIONS. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under present or future laws effective during
the term hereof, such provi-
-23-
sion shall be fully severable; this Agreement shall be construed and enforced as
if such illegal, invalid or unenforceable provision had never comprised a part
hereof; and the remaining provisions of this Agreement shall remain in full
force and effect and shall not be affected by the illegal, invalid or
unenforceable provision or by its severance from this Agreement.
25. WAIVER OF JURY TRIAL. SELLER AND BUYER HEREBY IRREVOCABLY WAIVE, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY
ACTION, SUIT OR OTHER LEGAL PROCEEDING BASED ON, ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN.
26. MULTIPLE COUNTERPARTS. This Agreement may be executed in a number of
identical counterparts, each of which for all purposes is to be deemed an
original, and all of which constitute, collectively, one agreement. In addition,
this Agreement may be executed in a number of counterparts, any one of which may
contain the execution of either Buyer or Seller, and all of such counterparts
taken together shall constitute one completely executed original agreement.
27. PUBLIC ANNOUNCEMENTS. Buyer and Seller agree that prior to making any public
announcement or statement with respect to the transaction contemplated by this
Agreement, the party desiring to make such public announcement or statement
shall consult with the other party hereto and exercise its best efforts to (a)
agree upon the text of a joint public announcement or statement to be made by
both Buyer and Seller or (b) obtain approval of the other party hereto the text
of a public announcement or statement to be made solely by Seller or Buyer, as
the case may be. Nothing contained in this section shall be construed to require
either party to obtain approval of the other party hereto to disclose
information with respect to the transaction contemplated by this Agreement to
any state or federal governmental authority or agency to the extent required by
applicable law or by any applicable rules, regulations or orders of any
governmental authority or agency having jurisdiction or necessary to comply with
disclosure requirements of the applicable stock exchange or any applicable
securities laws.
28. ARBITRATION.
28.1 BINDING ARBITRATION. On the request of any party hereto, whether made
before or after the institution of any legal proceeding, any action, dispute,
claim or controversy of any kind now existing or hereafter arising between any
of the parties hereto in any way arising out of, pertaining to or in connection
with this Agreement (a "Dispute")
-24-
shall be resolved by binding arbitration in accordance with the terms hereof.
Any party may, by summary proceedings, bring an action in court to compel
arbitration of any Dispute.
28.2. GOVERNING RULES. Any arbitration shall be administered by the American
Arbitration Association (the "AAA") in accordance with the terms of this
Section, the Commercial Arbitration Rules of the AAA, and, to the maximum extent
applicable, the Federal Arbitration Act. Judgment on any award rendered by an
arbitrator may be entered in any court having jurisdiction.
28.3. ARBITRATORS. Any arbitration shall be conducted before one arbitrator.
The arbitrator shall be a practicing attorney licensed to practice in the State
of Texas who is knowledgeable in the subject matter of the Dispute selected by
agreement between the parties hereto. If the parties cannot agree on an
arbitrator within 30 days after the request for an arbitration, then any party
may request the AAA to select an arbitrator. The arbitrator may engage
engineers, accountants or other consultants that the arbitrator deems necessary
to render a conclusion in the arbitration proceeding.
28.4. Conduct of Arbitration. To the maximum extent practicable, an
arbitration proceeding hereunder shall be concluded within 180 days of the
filing of the Dispute with the AAA. Arbitration proceedings shall be conducted
in Houston, Texas. Arbitrators shall be empowered to impose sanctions and to
take such other actions as the arbitrators deem necessary to the same extent a
judge could impose sanctions or take such other actions pursuant to the Federal
Rules of Civil Procedure and applicable law. At the conclusion of any
arbitration proceeding, the arbitrator shall make specific written findings of
fact and conclusions of law. The arbitrator shall have the power to award
recovery of all costs and fees to the prevailing party. Each party agrees to
keep all Disputes and arbitration proceedings strictly confidential except for
disclosure of information required by applicable law.
28.5. COSTS OF ARBITRATION. All fees of the arbitrator and any engineer,
accountant or other consultant engaged by the arbitrator, shall be paid by Buyer
and Seller equally unless otherwise awarded by the arbitrator.
29. LIABILITY. Each of the representations, warranties and covenants of
Xxxxxxx Oil and Gas, Inc. ("Xxxxxxx") in this Agreement is made severally and
only by
-25-
Xxxxxxx with respect to itself and its interest in the Properties. The liability
of Xxxxxxx under or in connection with this Agreement shall be several and not
joint.
EXECUTED as of the date first set forth above.
BUYER:
XXX RESOURCES CORPORATION
By: /s/ Xxxxxx Xxxxx
--------------------------
Name: Xxxxxx Xxxxx
-------------------------
Title: President
------------------------
SELLER:
BELLWETHER EXPLORATION COMPANY
By: /s/ X. Xxxxx Sere
---------------------------
X. Xxxxx Sere, President
BLACK HAWK OIL COMPANY
By: /s/ X. Xxxxx Sere
----------------------------
X. Xxxxx Sere, President
-26-
1988-II TEAI LIMITED PARTNERSHIP
By: BLACK HAWK OIL COMPANY
Its General Partner
By: /s/ X. Xxxxx Sere
--------------------------------
X. Xxxxx Sere, President
1989-I TEAI LIMITED PARTNERSHIP
By: BLACK HAWK OIL COMPANY
Its General Partner
By: /s/ X. Xxxxx Sere
-------------------------------
X. Xxxxx Sere, President
TEAI VIII-A LIMITED PARTNERSHIP
By: BLACK HAWK OIL COMPANY
Its General Partner
By: /s/ X. Xxxxx Sere
---------------------------------
X. Xxxxx Sere, President
TEAI OIL & GAS COMPANY
By: /s/ X. Xxxxx Sere
---------------------------------
X. Xxxxx Sere, President
-27-
XXXXXXX OIL AND GAS, INC.
By: /s/ X. Xxxxx Sere
-------------------------------
X. Xxxxx Sere, President
-28-
ANNEX I
TITLE TO THE PROPERTIES
1. DEFINITIONS. This Annex I incorporates the defined terms contained in the
Agreement and also includes the following definitions:
1.1. "Allocated Value" means the value allocated to each Oil and Gas
Property as set forth on the Exhibit, reflecting the portion of the Purchase
Price associated with each Oil and Gas Property.
1.2. "Liens" means any encumbrance, lien, security interest, claim or
burden.
1.3. "Marketable Title" means, for the Title Properties, such title as (a)
will enable Buyer, as Seller's successor in title, to receive from a particular
Title Property at least the "Net Revenue Interest" for the Title Properties set
forth on the Exhibit as being associated with such Title Property, without
reduction, suspension or termination throughout the productive life of Xxxxx
located on such Oil and Gas Properties, except for any reduction, suspension or
termination caused by Buyer, that arises as a result of Permitted Encumbrances
or set forth in the Exhibit; (b) will obligate Buyer, as Seller's successor in
title, to bear no greater "Working Interest" than the Working Interest for each
of the Title Properties identified on the Exhibit as being associated with such
Title Property, without increase throughout the productive life of such Well,
except for any increase caused by Buyer, that arises as result of Permitted
Encumbrances or set forth in the Exhibit; and (c) is free and clear of all
Liens, except for Permitted Encumbrances.
1.4. "Notice Date" means 12:00 noon (Houston time) on June 25, 1997.
1.5. "Permitted Encumbrances" means (a) Liens securing payments to mechanics
and materialmen, payments of taxes or claims arising by statute to secure or
protect any other payment obligation that are, in each case, not yet delinquent
or, if delinquent, are being contested in good faith in the normal course of
business; (b) any matters disclosed on the Exhibit or in any agreement or
instrument disclosed in the Exhibit; (c) Title Defects that Buyer fails to
assert in accordance with the provisions of this Annex prior to the Notice
Date; (d) consents to assignment by a governmental authority that are obtained
by the Closing Date or that are customarily obtained after the consummation of
transactions of the nature contemplated in this Agreement; and (e) other minor
defects or irregularities of title affecting any portion of any Title Property
that individually or in the aggregate do not materially interfere with the
operation, value or use of any Title Property.
1.6. "Title Defect" means any Lien, other than a Permitted Encumbrance or
matter specifically waived by Buyer in writing, that is identified by Buyer on
or before the Notice Date, and that renders title to a Title Property (or any
portion thereof) less than Marketable Title.
1.7. "Title Defect Amount" means, with respect to any reduction of the Net
Revenue Interest set forth in the Exhibit for any Title Properties, an amount
calculated by multiplying the reduction in Net Revenue Interest by the
Allocated Value of such Oil and Gas Property; with respect to any increase in
the Working Interest set forth in the Exhibit for any Title Properties, an
amount calculated by multiplying the increase in the Working Interest by the
lease operating and capital expense items as shown in the Reserve Report
delivered by Xxxxxxxx & Associates as attached to the Letter of Intent over the
life of such Title Properties; and with respect to any Title Defect that does
not cause the Net Revenue Interest set forth in the Exhibit for Title
Properties to decrease or cause the Working Interest set forth in the Exhibit
for any Title Properties to increase, an amount determined by evaluating the
portion of the Title Properties affected by such Title Defect, the legal effect
of the Title Defect, and the potential economic effect of the Title Defect over
the life of the Oil and Gas Property affected. The Title Defect Amount as to
any particular Title Property, however, shall never exceed the Allocated Value
therefor.
1.8. "Title Properties" means those Properties listed on the Exhibit as
Title Properties.
2. TITLE PROCEDURE.
2.1. NOTICE OF TITLE DEFECTS. On or before the Notice Date, Buyer shall
notify Seller of any Title Defect discovered by Buyer affecting a Title
Property. The notice shall be in writing and shall describe the alleged Title
Defect, specify the Title Property affected and set forth Buyer's assessment of
the Title Defect Amount.
2.2. SELLER'S ELECTION TO CURE. Seller may notify Buyer in writing on or
before the Closing Date that it elects to cure the alleged Title Defect. If
Seller has elected to cure the Title Defect, then Seller shall use commercially
reasonable efforts to cure such Title Defect during a period ending sixty days
after Closing (the "Cure Period").
-2-
2.3. UNCURED TITLE DEFECTS. If at the Closing Date, a Title Defect
identified by Buyer pursuant to Section 2.1 of this Annex I remains uncured and
Seller has not notified Buyer of its election to cure such Title Defect, then
the Purchase Price to be paid at the Closing shall be reduced by an amount
equal to the Title Defect Amount. There shall not be any reduction of the
Purchase Price at Closing for any Title Defects that Seller has elected to cure
or has disputed. If after the Cure Period, a Title Defect that Seller has
elected to cure remains uncured, then the Purchase Price shall be reduced in
the Final Settlement Statement by an amount equal to the Title Defect Amount.
3. DISPUTE RESOLUTION. If a Dispute exists as to whether a matter referred to
in any notice furnished by Buyer to Seller pursuant to Section 2.1 of this
Annex I constitutes a Title Defect, whether a Title Defect has been cured, or
the amount of any Title Defect Amount, either Buyer or Seller may request
arbitration of such dispute pursuant to Section 28 of this Agreement.
-3-
ANNEX II
ENVIRONMENTAL AND PHYSICAL ASSESSMENT
1.1. DEFINITIONS. This Annex II incorporates the defined terms contained in
the Agreement and also includes the following definitions:
1.1.1. "Environmental Condition" as used herein means any condition
relating to the Properties listed on the Exhibit that involves contamination of
soil, air or water or the generation, storage or transportation of
contaminants, pollutants, hazardous waste or hazardous substances.
1.1.2. "Environmental Defect" means any Environmental Condition that
violates any applicable law, regulation, ordinance, rule or order, and any
material objection to the Physical Condition of the Properties, other than a
matter specifically waived by Buyer in writing, that is identified by Buyer on
or before the Environmental Notice Date.
1.1.3. "Environmental Defect Amount" means the cost estimated in good
faith by Buyer to remediate Environmental Defects.
1.1.4. "Environmental Notice Date" means 12:00 noon (Houston time) on
June 25, 1997.
1.1.5. "Physical Condition" as used herein means any physical condition
relating to the Properties listed on the Exhibit.
1.2. ENVIRONMENTAL PROCEDURE.
1.2.1. ENVIRONMENTAL INSPECTION. (a) Subject to the conditions set
forth herein, Buyer or its designated representative(s) shall have access to
the Properties of any Excluded Assets for the purpose of inspecting the
Properties and conducting such tests, examinations, investigation and
assessments as may be necessary or appropriate in Buyer's opinion to evaluate
the Environmental Condition and the Physical Condition of the Properties. Buyer
shall schedule such tests with Seller at least twenty-four hours prior to any
testing and shall conduct such tests during normal business hours. A
representative of Seller shall be available to Buyer during normal business
hours for scheduled tests to enable Buyer or Buyer's representative(s) to
perform the inspection and assessment of the Environmental
Condition(s) and Physical Condition. Seller shall have the right to have its
representative accompany Buyer or Buyer's representative(s) during such
activities and shall have the right, at Seller's option, to split any samples
taken by Buyer or Buyer's representative(s) during such activities. Buyer
agrees to promptly provide to Seller all information obtained by Buyer
regarding the Properties, including copies of any environmental assessments,
all reports, data and conclusions whether prepared by the third party
consultant(s) hired by Buyer or otherwise. Until Closing, Buyer and Seller
shall keep any and all data or information acquired by all such examinations
and results of all analyses of such data and information strictly confidential
and shall not disclose same to any person or agency without prior written
approval of the other unless disclosure of such data or information is required
by law or by order of a court or agency, in which case, the party required to
make such disclosure shall notify the other party as soon as reasonably
possible and prior to such disclosure, so that the non-disclosing party may
assert any legal rights to prevent disclosure. In the event Closing does not
occur, the foregoing obligation of confidentiality shall survive Closing and
continue after termination of this Agreement.
1.2.2. NOTICE OF ENVIRONMENTAL DEFECTS. On or before the Environmental
Notice Date, Buyer shall notify Seller of the existence and nature of any
Environmental Defect affecting the Properties discovered by Buyer. The notice
shall be in writing and shall describe the alleged Environmental Defect,
including data and support thereof, and shall set forth Buyer's good faith
assessment of the Environmental Defect Amount.
-2-
ANNEX III
CERTIFICATE OF SELLER
Pursuant to the Agreement for Purchase and Sale ("Agreement") dated June 9,
1997 by and between Bellwether Exploration Company and Black Hawk Oil Company,
1988-II TEAI Limited Partnership, 1989-I TEAI Limited Partnership, TEAI VIII-A
Limited Partnership, TEAI Oil & Gas Company and Xxxxxxx Oil and Gas, Inc.
(collectively, "Seller") and Xxx Resources Corporation ("Buyer"), Seller hereby
represents, warrants and affirms to Buyer as follows:
l. Seller has performed and complied in all material respects with each of
the covenants and conditions required by the Agreement to be performed or
complied with by it before or at the time of execution of this Certificate; and
2. Each of the representations and warranties made by Seller under the
Agreement are true and correct as of the date hereof except for (i) changes
specifically contemplated by the Agreement, (ii) inaccuracies in such
representations and warranties deemed to be waived by Buyer pursuant to the
terms of the Agreement and (iii) inaccuracies set forth in the Schedule
attached to this Certificate.
This Certificate is executed this ______ day of _________, 1997.
BELLWETHER EXPLORATION COMPANY
By: _____________________________
X. Xxxxx Sere, President
BLACK HAWK OIL COMPANY
By: _____________________________
X. Xxxxx Sere, President
1988-II TEAI LIMITED PARTNERSHIP
By: BLACK HAWK OIL COMPANY
Its General Partner
By:
------------------------------
X. Xxxxx Sere, President
1989-I TEAI LIMITED PARTNERSHIP
By: BLACK HAWK OIL COMPANY
Its General Partner
By:
------------------------------
X. Xxxxx Sere, President
TEAI VIII-A LIMITED PARTNERSHIP
By: BLACK HAWK OIL COMPANY
Its General Partner
By:
------------------------------
X. Xxxxx Sere, President
TEAI OIL & GAS COMPANY
By:
------------------------------
X. Xxxxx Sere, President
-2-
XXXXXXX OIL & GAS, INC.
By:
------------------------------
X. Xxxxx Sere, President
-3-
ANNEX IV
CERTIFICATE OF BUYER
Pursuant to the Agreement for Purchase and Sale ("Agreement") by and between
Bellwether Exploration Company, Black Hawk Oil Company, 1988-II TEAI Limited
Partnership, 1989-I TEAI Limited Partnership, TEAI VIII-A Limited Partnership,
TEAI Oil & Gas Company and Xxxxxxx Oil and Gas, Inc. (collectively, "Seller"),
and Xxx Resources Corporation ("Buyer"), Buyer hereby represents, warrants and
affirms to Seller as follows:
1. Buyer has performed and complied in all material respects with each of
the covenants and conditions required by the Agreement to be performed or
complied with by it before or at the time of execution of this Certificate; and
2. Each of the representations and warranties made by Buyer under the
Agreemetn are true and correct as of the date hereof except for (i) changes
specifically contemplated by the Agreement, (ii) inaccuracies in such
representations and warranties deemed to be waived by Seller pursuant to the
terms of the Agreement and (iii) inaccuracies set forth in the Schedule attached
to this Certificate.
This Certificate is executed this _____ day of __________, 1997.
XXX RESOURCES CORPORATION
By:
-------------------------------
Authorized Officer
ANNEX V
ASSIGNMENT AND XXXX OF SALE
THE STATE OF TEXAS
COUNTY OF ________
This Assignment and Xxxx of Sale ("Assignment") is executed and delivered by
Bellwether Exploration Company, a Delaware corporation, Black Hawk Oil Company,
a Delaware corporation, 1988-II TEAI Limited Partnership, a Texas limited
partnership, 1989-I TEAI Limited Partnership, a Texas limited partnership, TEAI
VIII-A Limited Partnership, a Texas limited partnership, TEAI Oil & Gas Company,
a Delaware corporation, and Xxxxxxx Oil and Gas, Inc., a ________ corporation
(collectively, "Assignor"), to Xxx Resources Corporation, a Texas corporation
("Assignee").
Assignor, for valuable considerations, the receipt and sufficiency of which are
hereby acknowledged, does by these presents GRANT, BARGAIN, SELL, CONVEY,
ASSIGN, TRANSFER, SET OVER and DELIVER unto Assignee all of Assignor's interests
in and to the following properties, other than the Excluded Assets (the
"Properties"):
A. OIL AND GAS PROPERTIES. All leasehold interests, mineral interests, net
profits interests, overrides or other interests or operating rights in the oil
and gas leases as set forth in the Agreement (as herein defined) (the "Oil and
Gas Properties").
X. XXXXX. All oil, condensate or natural gas xxxxx and water and other
types of injection xxxxx located on the Oil and Gas Properties, whether
producing, operating, shut-in or temporarily abandoned.
C. SEVERED SUBSTANCES. All severed crude oil, natural gas, casinghead gas,
drip gasoline, natural gasoline, petroleum, natural gas liquids, condensate,
products, liquids and other hydrocarbons and other minerals or materials of
every kind and description produced from the Oil and Gas Properties and either
(a) in storage tanks on the Effective Date, (b) in pipelines on the Effective
Date or (c) sold on or after the Effective Date (the "Substances").
D. SURFACE CONTRACTS. All right-of-way agreements or other agreements
relating to the use or ownership of surface properties that are used or held for
use for flow lines in connection with the production of Substances from the Oil
and Gas Properties. including the rights-of-way agreements and other agreements
described in the Exhibit.
E. EQUIPMENT. All equipment, fixtures and physical facilities of every type
and description located on the Oil and Gas Properties.
F. INFORMATION AND DATA. All title opinions, lease and land files, filings
with and reports to regulatory agencies, gas and sales contract files, division
order files and other books, files and records to the extent that they are
directly related to Oil and Gas Properties and the transfer thereof is not
prohibited by existing contractual obligations.
G. CONTRACTS. All contracts and arrangements that directly relate to the
Properties and the production, storage, treatment, transportation, processing,
purchase, sale, disposal or other disposition of Substances therefrom and any
and all amendments, ratifications or extensions of the foregoing, to the extent
that any of the foregoing relate to periods on or after the Effective Date (the
"Contracts"), and all rights to make claims and receive proceeds under any
insurance policy held by or on behalf of Assignor in connection with the
Properties for any claim that arises from the Effective Date through the Closing
Date in connection with the Properties.
H. PERMITS. All franchises, licenses, permits, approvals, consents,
certificates and other authorizations and other rights granted by governmental
authorities and all certificates of convenience or necessity, immunities,
privileges, grants and other rights, that relate to the Properties or the
ownership or operation of any thereof, including, without limitation, the
permits described in the Exhibit.
As used herein, "Excluded Assets" means (a) Assignor's and Torch Operating
Company's operating rights in and to the oil and gas leases described in the
Exhibit; (b) all trade credits and all accounts, instruments and general
intangibles (as such terms are defined in the Texas Uniform Commercial Code)
attributable to the Properties with respect to any period of time prior to the
Effective Date; (c) all claims and causes of action of Assignor (i) arising from
acts, omissions or events, or damage to or destruction of property, occurring
prior to the Effective Date, (ii) arising under or with respect to any of the
Contracts that are attributable to periods of time prior to the Effective Date
(including claims for adjustments or refunds), or (iii) with respect to any of
the Excluded Assets; (d) all rights and interests of Assignor (i) under any
policy or agreement of insurance or indemnity, (ii) under any bond, or (iii) to
any insurance or condemnation proceeds or awards arising, in each case, from
acts, omissions or events, or damage to or destruction of property, occurring
prior to the Effective Date; (e)
-2-
all Substances produced and sold from the Oil and Gas Properties with respect to
all periods prior to the Effective Date, together with all proceeds from or of
such Substances; (f) claims of Assignor for refunds of or loss carry forwards
with respect to (i) production or any other taxes attributable to any period
prior to the Effective Date, (ii) income or franchise taxes, or (iii) any taxes
attributable to the Excluded Assets; (g) all amounts due or payable to Assignor
as adjustments to insurance premiums related to the Properties with respect to
any period prior to the Effective Date; (h) all proceeds, income or revenues
(and any security or other deposits made) attributable to (i) the Properties for
any period prior to the Effective Date, or (ii) any Excluded Assets; (i) all
personal computers and associated peripherals and all radio and telephone
equipment; (j) all of Assignor's proprietary computer software, patents, trade
secrets, copyrights, names, trademarks, logos and other intellectual property;
(k) all of Assignor's interpretations of geological and geophysical data; (l)
all documents and instruments of Assignor that may be protected by an attorney-
client privilege; (m) data that cannot be disclosed or assigned to Assignee as a
result of confidentiality arrangements under agreements with persons
unaffiliated with Assignor; (n) all audit rights arising under any of the
Contracts or otherwise with respect to any period prior to the Effective Date or
to any of the Excluded Assets; and (o) all (i) agreements and correspondence
between Assignor and Torch Energy Advisors Incorporated and any affiliates
thereof (the "Advisor") relating to the transactions contemplated in this
Agreement, (ii) lists of prospective purchasers for such transactions compiled
by either Assignor or the Advisor, (iii) bids submitted by other prospective
purchasers of the Properties, (iv) analyses by Assignor or the Advisor of any
bids submitted by any prospective purchaser. (v) correspondence between or among
Assignor or Advisor, or either of their respective representatives, and any
prospective purchaser other than Assignee, and (vi) correspondence between
Assignor or Advisor or any of their respective representatives with respect to
any of the bids, the prospective purchasers, the engagement or activities of the
Advisor or the transactions contemplated in this Agreement.
TO HAVE AND TO HOLD all and singular the Properties, together with all rights,
titles, interests, estates, remedies, powers and privileges "hereunto
appertaining unto Assignee and their respective successors, legal
representatives and assigns forever, subject to the Permitted Encumbrances (as
defined in the Agreement for Purchase and Sale dated June 9, 1997, between
Assignee and Assignor (the "Agreement")). Assignor hereby binds itself, its
successors, legal representatives and assigns, to warrant and forever defend the
Properties unto Assignee, their respective successors, legal representatives and
assigns, against every
-3-
person whomsoever lawfully claiming or to claim the same or any part thereof,
by, through or under Assignor, but not otherwise.
In accordance with the terms of the Agreement, Assignee has assumed certain
obligations and liabilities. A complete description of the obligations of
Assignee are contained in the Agreement, and all such obligations are binding on
the successors and assigns of Assignee.
This Assignment may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same Assignment.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly
executed on this, the _______ day of ________, 1997. This Assignment shall be
effective at 7:00 a.m. at the location of the Properties on April 1, 1997 (the
"Effective Date").
ASSIGNOR:
BELLWETHER EXPLORATION COMPANY
By:__________________________________________
Name:________________________________________
Title:_______________________________________
BLACK HAWK OIL COMPANY
By:__________________________________________
Name:________________________________________
Title:_______________________________________
-4-
1988-II TEAI LIMITED PARTNERSHIP
By: BLACK HAWK OIL COMPANY
Its General Partner
By:__________________________________________
Name:________________________________________
Title:_______________________________________
1989-I TEAI LIMITED PARTNERSHIP
By: BLACK HAWK OIL COMPANY
Its General Partner
By:__________________________________________
Name:________________________________________
Title:_______________________________________
TEAI VIII-A LIMITED PARTNERSHIP
By: BLACK HAWK OIL COMPANY
Its General Partner
By:__________________________________________
Name:________________________________________
Title:_______________________________________
-5-
TEAI OIL & GAS COMPANY
By:__________________________________________
Name:________________________________________
Title:_______________________________________
XXXXXXX OIL AND GAS, INC.
By:__________________________________________
Name:________________________________________
Title:_______________________________________
ASSIGNEE:
XXX RESOURCES CORPORATION
By:__________________________________________
Name:________________________________________
Title:_______________________________________
Address of Assignor: Address of Assignee:
0000 Xxxxx, Xxxxx 0000 0000 XxXxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000 Xxxxxxx, Xxxxx 00000
-6-
STATE OF TEXAS (S)
(S)
COUNTY OF XXXXXX (S)
This instrument was acknowledged before me on _______, 1997, by _______, _______
of Bellwether Exploration Company, a Delaware corporation, on behalf of said
corporation.
__________________________________________
Notary Public in and for
The State of Texas
Name:_____________________________________
My Commission Expires:____________________
STATE OF TEXAS (S)
(S)
COUNTY OF XXXXXX (S)
This instrument was acknowledged before me on _______, 1997, by ________,
________ of Black Hawk Oil Company, a Delaware corporation, on behalf of said
corporation.
__________________________________________
Notary Public in and for
The State of Texas
Name:_____________________________________
My Commission Expires:____________________
-7-
STATE OF TEXAS (S)
(S)
COUNTY OF XXXXXX (S)
This instrument was acknowledged before me on ___________, by ___________,
________ of Black Hawk Oil Company, a Delaware corporation, on behalf of said
corporation, as general partner of 1988-II TEAI Limited Partnership, a Texas
limited partnership.
__________________________________________
Notary Public in and for
The State of Texas
Name:_____________________________________
My Commission Expires:____________________
STATE OF TEXAS (S)
(S)
COUNTY OF XXXXXX (S)
This instrument was acknowledged before me on _______________, 1997, by
______________, _________ of Black Hawk Oil Company, a Delaware corporation, on
behalf of said corporation, as general partner of 1989-I TEAI Limited
Partnership, a Texas limited partnership.
__________________________________________
Notary Public in and for
The State of Texas
Name:_____________________________________
My Commission Expires:____________________
-8-
STATE OF TEXAS (S)
(S)
COUNTY OF XXXXXX (S)
This instrument was acknowledged before me on __________, 1997, by
_______________, __________ of Black Hawk Oil Company, a Delaware corporation,
on behalf of said corporation, as general partner of TEAI VIII-A Limited
Partnership, a Texas limited partnership.
__________________________________________
Notary Public in and for
The State of Texas
Name:_____________________________________
My Commission Expires:____________________
STATE OF TEXAS (S)
(S)
COUNTY OF XXXXXX (S)
This instrument was acknowledged before me on _____________, 1997, by _________,
___________ of TEAI Oil & Gas Company, a Delaware corporation, on behalf of said
corporation.
__________________________________________
Notary Public in and for
The State of Texas
Name:_____________________________________
My Commission Expires:____________________
-9-
STATE OF TEXAS (S)
(S)
COUNTY OF XXXXXX (S)
This instrument was acknowledged before me on __________, 1997, by ________,
____________ of Xxxxxxx Oil and Gas, Inc., a Texas corporation, on behalf of
said corporation.
__________________________________________
Notary Public in and for
The State of Texas
Name:_____________________________________
My Commission Expires:____________________
STATE OF TEXAS (S)
(S)
COUNTY OF XXXXXX (S)
This instrument was acknowledged before me on____________, 1997, by ________,
______________ of Xxx Resources Corporation, a Texas corporation, on behalf of
said corporation.
__________________________________________
Notary Public in and for
The State of Texas
Name:_____________________________________
My Commission Expires:____________________
-10-
THE EXHIBIT
TO AGREEMENT FOR PURCHASE AND SALE
BY AND BETWEEN
BELLWETHER EXPLORATION COMPANY
AND
XXX RESOURCES CORPORATION
PART I - OIL AND GAS PROPERTIES, WORKING INTERESTS, NET
REVENUE INTERESTS AND ALLOCATED VALUES
PART II - LITIGATION AND CLAIMS
PART IV- TOC OPERATED PROPERTIES
PART V - TITLE PROPERTIES
EXHIBIT PART I
OIL AND GAS PROPERTIES, WORKING INTERESTS, NET REVENUE INTERESTS AND
ALLOCATED VALUE
30-Jun-97
PROPERTY NAME WORKING INTEREST NET REVENUE INTEREST TITLE PROPERTY ALLOCATED VALUE
-------------------------------- ---------------- -------------------- -------------- ---------------
COLUMBIA COUNTY, AR
FIELD-XXXXXX CREEK
Xxxxxx Crk Un Bodcaw 1A 0.0000000 0.0034179 No
Xxxxxx Crk Un Bodcaw Un 2 0.0019531 0.0016022 Yes $ l,527.00
Xxxxxx Crk Un Bodcaw Un 3 0.0019531 0.0016022 Yes $ 1,743.00
Xxxxxx Crk Un Bodcaw Un 4 0.0000000 0.0012417 Yes $ 14.00
Xxxxxx Crk Un Xxxxxx Xx 1 0.1250000 0.1032447 Yes $ 79,898.00
Xxxxxx Crk Un Xxxx Un 1 0.0093750 0.0082031 Yes $ 8,212.00
Xxxxxx Crk Un Xxxxxx Un 1 0.0130200 0.0107422 Yes $ 5,662.00
Xxxxxx Crk Un Stuart Un 2 0.0774037 0.0646307 Yes $ 63,893.00
LAFAYETTE COUNTY, AR
FIELD-XXXXXX CREEK
Xxxxxx Creek Ut 0.0085518 0.0066014 Yes $ 0.00
Xxxxxx Crk Un Xxxxxxx 1 0.0452400 0.0375529 Yes $ 3,587.00
Xxxxxx Crk Un Xxxxxx Un 1 0.0208330 0.0176595 Yes $ 20,097.00
Xxxxxx Crk Un Xxxxx Un 1 0.0208330 0.0176595 Yes $ 20,183.00
Xxxxxx Crk Un Xxxxxx Un 1 0.0208330 0.0176595 Yes $ 19,060.00
Xxxxxx Crk Un Ipco Un 2 0.0140627 0.0123047 Yes $ 11,756.00
Xxxxxx Crk Un Kasek Un 1 0.0104767 0.0084237 Yes $ 11,007.00
Xxxxxx Crk Un Xxxxxxxx 1 0.0208330 0.0182295 Yes $ 23,281.00
Xxxxxx Crk Un Xxxxxxxxx l 0.0208330 0.0176595 Yes $ 18,916.00
ACADIA PARISH, LA
FIELD-IOTA
Iota Nonion Struma Sd Un 0.2274898 0.1706364 Yes $123,796.00
CAMERON PARISH, LA
FIELD-XXXXXXX
Xxxxxx WT Ind # 1 0.2143154 0.1553787 No $ 0.00
IBERIA PARISH, LA
FIELD-WEEKS ISL
Xxxxx 28 0.0004677 0.0002830 No $ 0.00
Xxxxxxx # 4 0.0024592 0.0022895 No $ 18,504.00
Xxxxxxx # 4D() 0.0024592 0.0022895 No $ 9,627.00
Page 1 of 18
PROPERTY NAME WORKING INTEREST NET REVENUE INTEREST TITLE PROPERTY ALLOCATED VALUE
-------------------------------- ---------------- -------------------- -------------- ---------------
Provost Cyr # 1 0.0001597 0.0022428 No $ 12,861.00
Provost Cyr # ID() 0.0001001 0.0022895 No $ 699.00
Provost Cyr # 3 0.0037834 0.0022895 No $ 7,855.00
Provost Cyr #3 0.0000194 0.0023055 No $ 7,855.00
Provost Cyr #3D() 0.0024592 0.0022895 No $ 15,147.00
Provost Cyr # 5 0.0024592 0.0022895 No $ 13,818.00
Provost Cyr # 6 0.0024592 0.0022895 No $ 0.00
Provost Cyr #8S 0.0023994 0.0011455 No $ 0.00
Rainold # 2 0.0035918 0.0024190 No $ 0.00
Shell Xxxxx State Un C #7 0.0003011 0.0002066 No $ 0.G0
Shell Xxxxx State Un E #7 0.0000000 0.0000177 No $ 426.00
Xxxxx # 7 SWD 0.0024400 0.0000000 No $ 0.00
Xxxxx Heirs # 2 0.0032196 0.0000000 No $ 0.00
Xxxxx Heirs # 3 0.0035918 0.0028313 No $ 0.00
Xxxxx Heirs # 6 0.0035886 0.0023518 No $ 0.00
Xxxxx State Un C #12 0.0004677 0.0002830 No $ 0.00
XXXXXXXXX XXXXXX, LA
FIELD-PONTCHARTRAIN W BLK 41-OB
S/L 4041 # 2D 0.0329690 0.0274740 No $ 0.00
Wlpe Xxx 00 0.0250240 0.0208540 No $ 20,889.00
XXXXXXXXXX PARISH, LA
FIELD-XXXXXXXX CROSSING
Xxxxxxx Heirs # 4 & 4D 0.0895500 0.0701971 No
Xxxxxx Davidson # 1 0.0823887 0.0508313 No $ 0.00
LKTX WX 1 RASU 0.0358570 0.0300028 No $ 40,813.00
Xxxxxxxx Crossing Fac 0.0117698 0.0000000 No $ 18,267.00
OFFSHORE PARISH, LA
FIELD-XXXXXX ISL XXX 00 (EI 43)
OCS-G-3148 0.1888175 0.1573478 No $ 43,522.00
FIELD-XXXXXX ISL SA XXX 000
XXX-X-0000 0.0538282 0.0448570 No
FIELD-S MRSH IS SA XXX 000
XXX-X-0000 SMI 142/143 Un 0.0607690 0.0456439 Yes $300,000.00
OCS-G-1217 SMI 143 Non-Un 0.1178464 0.0982053 No $650,000.00
FIELD-VERMILION XXX 00
XXX-X-0000 # 0 0.0000000 0.0199283 No
FIELD-VERMILION XXX 00
Page 2 of 18
PROPERTY NAME WORKING INTEREST NET REVENUE INTEREST TITLE PROPERTY ALLOCATED VALUE
-------------------------------- ---------------- -------------------- -------------- ---------------
OCS-G-3124 #A-1 0.7684643 0.6403867 No $205,254.00
OCS-G-3124 #A-2 0.7684643 0.6403867 No $ 0.00
OCS-G-3124 #A-3 0.7684643 0.6403867 No $ 0.00
OCS-G-3124 #A-4 0.7684643 0.6403867 No $ 0.00
Field-Vermilion SA Xxx 000
XXX-X-0000 0.0000000 0.0031954 No
Field-Vermilion SA XXx 000
XXX-X-0000 0.0000000 0.0064330 No $ 36,840.00
Field-W Xxxxxxx XX Xxx 000
XXX-X0000 0.1297440 0.1081200 No $ 28,270.00
OCS-G4093 #A-2 0.1297440 0.1081200 No
PLAQUEMINES PARISH, LA
Field-Garden Isl Bay
Garden Isl Facility 0.1535912 0.0000000 No $ 0.00
S/L 3942 # 1 0.1358735 0.1039346 Yes $ 83,710.00
S/L 8063 # 1 SWD 0.1518710 0.0000000 No $ 0.00
S/L 8063 # 3 0.1570312 0.1191365 No $ 6,747.00
S/L 8063 # 4 0.1678689 0.1253821 No $ 68,724.00
Field-Stella
Hero # 2 0.4932813 0.3933540 Yes $238,721.00
Hero # 3 0.4932813 0.3933540 Yes $205,704.00
Hero # 4 0.4932813 0.3933540 Yes $105,595.00
Hero SWD # 1 0.5011638 0.0000000 No $ 0.00
Hero SWD # 2 0.5011638 0.0000000 No $ 0.00
ST XXXXXX XXXXXX, LA
Field-Greensburg
Xxxxxx # 2 0.0212798 0.0154329 No $ 4,583.00
Xxxxxxx # 2D 0.0370186 0.0261003 No $ 0.00
H&H Xxxxxxx # 1A 0.0027403 0.0019182 No $ 0.00
Xxxxxxxxx # 1 0.0282111 0.0222499 No $ 9,661.00
Xxxxx # 1 0.0296248 0.0229242 No $ 0.00
Xxxxx # 2 0.0296248 0.0232988 No $ 0.00
Xxxxx # 4 0.0296248 0.0000000 No $ 0.00
Xxxxx # 5 0.0313321 0.0237449 No $ 2,161.00
Xxxxx Xxxxxx # 6 0.0296248 0.0232988 No $ 19,768.00
Xxxxxxxx # 1 0.0293396 0.0218488 No $ 51.00
Xxxxxxxxxx Xxxxxxxxx # 1 0.0320527 0.0245443 No $ 0.00
ST XXXX XXXXXX, LA
Page 3 of 18
PROPERTY NAME WORKING INTEREST NET REVENUE INTEREST TITLE PROPERTY ALLOCATED VALUE
-------------------------------- ---------------- -------------------- -------------- ---------------
FIELD-XXXXXXXX X
Xxxxxx F F # 1 0.1158416 0.0834059 No $ 90,725.00
TERREBONNE PARISH, LA
FIELD-FOUR LEAGUE BAY
LL&E # 1 0.0946667 0.0658880 Yes $110,117.00
LL&E # Fl 0.0000000 0.0007644 No $ 613.00
S/L 9414 # 1D 0.1264000 0.1011676 No $ 19,219.00
S/L 9414 # 2 D() 0.1175258 0.0851986 No $ 16,016.00
SIL 9414 # 3 0.1246836 0.0915457 No $ 0.00
S/L 9414 # 4 0.1420001 0.1020519 No $ 32,071.00
S/L 9414 # 5 0.1420001 0.1063296 Yes $114,597.00
State Lease 9414 # 3 (SWD) 0.1283000 No $ 0.00
FIELD-XXXXXXXXX
Xxxxxxxxx Xxxxxx # 1 0.0244775 0.0184757 No $ 13,597.00
FIELD-LAKE XXXXXXXXX
S/L 13211 # 2 0.2125000 0.1583125 Yes $273,636.00
FIELD-MONTEGUT
MTG TEX W SU Southshore 2 0.0442000 0.0322660 Yes $ 48,094.00
Waterford (MTG TEX W-4 RC SUA) 0.1722500 0.1257425 No
VERMILION PARISH, LA
Field-Parcperdue
Broussard # 2 0.0175784 0.0135900 No $ 0.00
Broussard # 1 0.0234632 0.0197206 No $ 0.00
Xxxxx # 1D 0.0075698 0.0052620 No $ 0.00
Xxxxxx # 1 0.0243175 0.0319358 No $ 0.00
Xxxxxx S&K # 3 0.0231794 0.0278939 No $ 835.00
Herpin # 1 0.0190606 0.0149254 No $ 0.00
Xxxxxxx # 0 0.0214633 0.0233623 No $ 27,179.00
Xxxxxxx # 0 0.0215086 0.0151980 No $ 0.00
Xxxxxxx # 0 0.0215086 0.0151980 No $ 0.00
Xxxxxxx # 1-Vermilion 0.0144914 0.0173612 No $ 0.00
FIELD-XXXXXX
Xxxxxxx # 1 0.7684643 0.6355894 Yes $711,892.00
Xxxxx Eratha Xxxxxxxxx SWD 0.7684643 No $ 0.00
ARENAC, MI
FIELD-AU GRES
Au Gres 1-11A 0.7500000 0.0000000 No $ 0.00
Page 4 of 18
PROPERTY NAME WORKING INTEREST NET REVENUE INTEREST TITLE PROPERTY ALLOCATED VALUE
-------------------------------- ---------------- -------------------- -------------- ---------------
Au Gres 1-12 0.4926993 0.3668621 No $ 49,568.00
Au Gres 2-12 0.3621933 0.0000000 No $ 0.00
State Xxxx 1-7 0.5258261 0.3986000 No $ 0.00
State Xxxx 2-7 0.3562500 0.2700412 No $ 35,994.00
IOSCO, MI
FIELD-NATIONAL CITY
State Xxxxxxx 1-16 0.2000000 0.1341549 No $ 9,253.00
XXXXX COUNTY, MS
FIELD-UTICA
Xxxxxxxx l4-6 # 1 0.1968750 0.1493086 No $ 0.00
Xxxxxxx x0-0 # 0 0.1971596 0.1474849 No $ 16,155.00
Xxxxxxxx 10-16 # 1 0.1974363 0.1479250 Yes $212,355.00
Utica II Gas Plant & Pipe 0.1970000 0.1970000 No $ 11,179.00
XXXXXXXX COUNTY, MS
FIELD-TOPEKA
Federal Land Bank 6-1 0.0059418 0.0043451 No $ 869.00
Xxxxxxx X X # 1 0.0087786 0.0062626 No $ 3,118.00
LINCOLN COUNTY,.MS
FIELD-HURRICANE LAKE E
Xxxxxx X X Un # 1 0.3531312 0.2976468 Yes $ 78,729.00
RICHLAND COUNTY, MT
FIELD-NOHLY
Cayko # 2 0.0146921 0.0122610 No $ 9,218.00
Cayko # 3 0.0146910 0.0121138 No $ 2,300.00
Cayko 34-41 0.0058771 0.0048624 No $ 2,539.00
Filler 1-26 0.0061021 0.0049325 No $ 7,037.00
Filler 26-13 0.0058770 0.0049040 No $ 2,147.00
Filler 26-32 0.0114460 0.0339851 No $ 8,195.00
Nohly # 1 0.0058770 0.0049040 No $ 3,425.00
Nohly # 2 0.0058771 0.0049046 No $ l,789.00
Nohly # 3F 0.0036272 0.0030701 No $ 784.00
Xxxxxxxxx 1-22 0.0000514 0.0000425 No $ 17.00
Xxxxxxxxx 1-27 0.0030510 0.0024663 No $ l,482.00
TUSCARAWAS COUNTY, OH
FIELD-FARM X.
Xxxxxx J # 1 0.0000000 0.1250000 No
BEAVER COUNTY, OK
Page 5 of 18
PROPERTY NAME WORKING INTEREST NET REVENUE INTEREST TITLE PROPERTY ALLOCATED VALUE
------------------------------------ ---------------- -------------------- -------------- ---------------
FIELD-XXXXXX
Xxxx B # 1 0.1250000 0.1093750 No $ l,380.00
FIELD-MOCANE-XXXXXXX GAS AR
Barby 1-36 0.0078125 0.0056836 No $ 358.00
BECKHAM COUNTY, OK
FIELD-XXXXXX X
Xxxxxxxx Xxxx 1-4 0.1374610 0.0057417 No
FIELD-ELK CITY
Xxxxxx 1-17 0.0000000 0.0001460 No
Xxxxxx 2-17 0.0249730 0.0003110 No
Xxxxxx 3-17 0.0000000 0.0011180 No
Xxxxxx 1-12 0.0615234 0.0455273 No $ 25,864.00
Music 1-23 0.0468366 0.0351275 No $ 8,417.00
Music 3-24 0.0712448 0.0561255 No $ 19,785.00
XXXXXX COUNTY, OK
FIELD-CANTON
Xxxxxx A 1-7 0.1642512 0.1374408 No
Xxxxxxx 1-11 0.2000000 0.1700010 No
Striking 1-18 0.2023913 0.1730446 No
FIELD-CANTON S
Okeene Gas Plant 0.0307850 0.0000000 No $ 2,334.00
CADDO COUNTY, OK
FIELD-ANADARKO
Verma 1-34 0.0054857 0.0045750 No $ 8,401.00
FIELD-EAKLY-WEATHERFORD TREND-X
XxXxxxx 1-35 0.0359420 0.0281443 No
CANADIAN COUNTY, OK
FIELD-UNION CITY
Xxxxxxxx 1-21 0.3333333 0.2804843 Yes $ 45,656.00
Xxxxxxxx 2-21 0.3333000 0.2804840 Yes $204.254.00
White Farms A 1-4 & 2-4 0.0466580 0.0429994 No $ 18,183.00
White Farms A 3 0.0491798 0.0467014 No $ 21,081.00
FIELD-WATONGA-CHICKASHA TREND-O
Xxxx 1-30 0.2343800 0.1794433 Yes $ 13,224.00
Xxxxxxx 2-20 0.2999311 0.2509738 No
Xxxxxxx 2-20 0.2999311 0.2509738 No $ 0.00
Xxxxxxx 1-20 0.2999311 0.2509738 No $ 0.00
Page 6 of 18
PROPERTY NAME WORKING INTEREST NET REVENUE INTEREST TITLE PROPERTY ALLOCATED VALUE
------------------------------------ ---------------- -------------------- -------------- ---------------
Red Sage 1-30 0.2343750 0.1794433 Yes $ 83,286.00
XXXXXX COUNTY, OK
FIELD-ANADARKO (XXXXXXXX XX.)
Xxxxxx 1-36 0.5112492 0.3902194 Yes $ 89,863.00
FIELD-XXXXXX X
Xxxxxxx 1-16 0.0594987 0.0406567 No $ 24,887.00
Xxxxxxx 2-16 0.0556484 0.0395547 No $ 15,692.00
Xxxxxxx 3-16 0.0925794 0.0663340 No $ 0.00
Xxxxxxx 1-17 0.1146048 0.0904388 Yes $ 6,179.00
Xxxxxxx 1-20 0.1230780 0.0933820 No $ 25,714.00
Xxxxxxx 2-20 0.1250227 0.0955941 No
Xxxxxxx 2-20 0.1250227 0.0955941 No $ 0.00
Xxxxx Xxxxxx 1-17 0.1494095 0.1179119 Yes $ 62,015.00
Preston 1-18 0.0389857 0.0306952 No $ 31,131.00
FIELD-INDIANAPOLIS
Schapansky 1-32 0.3378602 0.2505888 Yes $ 33,815.00
Xxxxxxxx 1-31 0.1570802 0.1203523 No $ 0.00
Xxxxxxxx 2-31 0.1570801 0.1203524 No $ 19,049.00
FIELD-MOOREWOOD NE
Xxxxxxxxx 1-25 0.1261714 0.1077000 Yes $ 58,355.00
Xxxxxxxxx 1-22 0.0372255 0.0313875 No $ 5,912.00
Xxxxxxxxx 2-22 0.0475771 0.0403875 No $ 7,616.00
Xxxxxxxxx 3-22 0.0372260 0.0313875 No $ 5,214.00
Xxxxxxx 1-25 0.0987430 0.0837000 No $ 73,009.00
Xxxxxxx 2-25 0.0987429 0.0837000 No $ 5,810.00
Xxxxxxx 5-25 0.0987430 0.0837000 Yes $ 25,984.00
Xxxxxxx 7-25 0.0987430 0.0837000 Yes
Xxxxxxx Xxxx 1-22 0.0372260 0.0313875 No $ 3,851.00
Touchstone 1-14 0.1152000 0.0976501 No $ 10,853.00
Touchstone 2-14 0.1317340 0.1114177 No $ 14,653.00
Touchstone 3-14 0.1477571 0.1246598 Yes $ 29,604.00
FIELD-XXXXXXXXXXX
Xxxxxxxx A 1-32 0.0771429 0.0655712 Yes $ 66,833.00
XXXXX COUNTY, OK
Field-Xxxxxx
Xxxxx 1-35 0.1431675 0.1213568 Yes $ 53,283.00
XXXXX COUNTY, OK
Page 7 of 18
PROPERTY NAME WORKING INTEREST NET REVENUE INTEREST TITLE PROPERTY ALLOCATED VALUE
------------------------------------ ---------------- -------------------- -------------- ---------------
FIELD-XXXXXXX S
Fox 1-10 0.0625000 0.0468750 No $ 0.00
XXXXX COUNTY, OK
FIELD-MIDDLEBURG SE (AMBER NE)
Xxxxxxxxxx 1-24 0.2299626 0.1701723 Yes $ 68,945.00
Xxxxxxx 2-25 0.1561842 0.1154771 No $ 6,083.00
FIELD-NORGE XX
Xxxxxxx 1-12 0.4108255 0.3371687 Yes $ 69,142.00
Xxxxxxx 2-12 0.4035628 0.3316088 No $ 273.00
KINGFISHER COUNTY, OK
FIELD-XXXXXX X
Xxxxxx A # 1 0.1875000 0.1504687 No $ 6,986.00
Xxxxx 1-29 0.1875000 0.1504687 No $ l,550.00
FIELD-OKARCHE N
Annuschat 1-11 0.0720469 0.0542153 No $ 2,556.00
Xxxxx 1- 1 0.3047063 0.2498593 Yes $ 53,141.00
Xxxxx 1- 7 0.4422537 0.3307819 No $ 12,745.00
Xxxx 1-6 0.2502435 0.1876826 No $ 0.00
Snow 1- 5 0.4422537 0.3299128 Yes $ 24.106.00
Xxxx Xxxxx 1-11 0.2325469 0.1749924 No $ 8,363.00
FIELD-SOONER TREND
Themer 10-2 0.8717898 0.6974319 Yes $ 40,188.00
XXXXXXX COUNTY, OK
FIELD-WILBURTON
Xxxxxx Xxxxxx 1-31 0.1101504 0.0931283 No $ 25,830.00
XXXXX COUNTY, OK
FIELD-XXXXXX X
Xxxxxxxxxxx # 2 0.5000000 0.4375000 No $ 8,843.00
MAJOR COUNTY, OK
FIELD-CEDARDALE NE
Xxxxxx D # 4 0.1006016 0.0860145 Yes $ 63,486.00
Xxxxxx Un D 2-23 0.1006016 0.0860145 No $ 14,380.00
Xxxxxx Un G 3-23 0.0000000 0.0107833 No $ l,942.00
Xxxxxx 2-20 0.7911483 0.6613098 Yes $448,491.00
Xxxxxx 3-20 0.8150000 0.6817028 No $ 71,629.00
Xxxxxx 4-20 0.8150000 0.6817028 No $ 75,531.00
Xxxxxx Un 1-20 0.7911485 0.6613098 No $ 75,719.00
Page 8 of 18
PROPERTY NAME WORKING INTEREST NET REVENUE INTEREST TITLE PROPERTY ALLOCATED VALUE
------------------------------------ ---------------- -------------------- -------------- ---------------
Xxxx 1-19 0.7645963 0.6537297 No $ 75,000.00
Xxxx 2-19 0.8150000 0.6892645 No $ 79,774.00
Xxxx 3-19 0.8150000 0.6968250 No $ 55,000.00
Xxxxxx 2-21(Xxxxxxx) 0.4444297 0.3736202 Yes $ 78,167.00
Xxxxxx 3-21 0.4039427 0.3405956 Yes $ 59,211.00
Xxxxxx 1-29 0.0738589 0.0620029 No $ 204.00
Xxxxxx 4-29 0.0840289 0.0706986 No $ 8,281.00
Xxxxxxx 2-22 0.1141080 0.0974942 No $ 5,895.00
Xxxxxxx 3-22U 0.6056344 0.5157184 Yes $114,581.00
FIELD-RINGWOOD
Xxxxxxxxx 1-7 0.3309991 0.2830043 No $ 10,410.00
Xxxxxxx 1-7 0.0000000 0.0330245 No $ 7,224.00
MHC 1-7 0.0000000 0.0164737 No $ l,363.00
Xxxxxxx 1- 9 0.3000000 0.2565000 Yes $ 33,648.00
Xxxxxxx 2-9 0.3000000 0.2565000 Yes $ 32,219.00
Xxxxxxx 3- 9 0.3000000 0.2565000 Yes $ 14,5,3.00
Rose 1-12 0.1698240 0.1451995 No $ 19,357.00
Rose 2-12 0.1698240 0.1451995 No $ 0.00
Slack C 1- 5 0.3000000 0.2565000 No $ 0.00
Slack C 2- 5 No
Xxxx 1-7 0.1279373 0.1093865 No $ 0.00
Xxxxxxxx Un 1-5 0.6398714 0.4998072 Yes $ 43,798.00
Xxxxxxxx Un 2-5 0.6398714 0.4998072 Yes $ 24,617.00
FIELD-RINGWOOD (OKEEN, NW)
Xxxxxx Un 5-20 0.1000000 0.0855000 No $ 68.00
FIELD-SEILING NE
Xxxxxx 1-23 0.5074999 0.4047114 Yes $372,431.00
Xxxxxx 2-23 0.5074999 0.4047114 No $ 50,460.00
Xxxxxxx Un 1-22 0.3000000 0.2502500 No $ 835.00
XX XXXXX, OK
FIELD-WASHINGTON - OBO - OK
Lucy 1-19 0.2565726 0.2067304 No $ 12,268.00
OKLAHOMA COUNTY, OK
FIELD-XXXXXX X
Xxxxxx O A 1.0000000 0.8203125 Yes $ 90,938.00
XXXXX XXXXX COUNTY, OK
FIELD-XXXXXXXX X
Xxxxx 2-12 0.0302083 0.0264323 No $ 0 00
Page 9 of 18
PROPERTY NAME WORKING INTEREST NET REVENUE INTEREST TITLE PROPERTY ALLOCATED VALUE
-------------------------------------- ---------------- -------------------- -------------- ---------------
Field-Xxxxxxx
Xxxxxx 1-12 0.0435050 0.0321940 No $ 8,027.00
Field-Strong City District
Xxxxxx # 2-25 0.0026563 0.0026563 No $ 0.00
Field-Strong City District (Xxxxxxx)
Lone Elk 27-1 0.0878979 0.0706358 No $ 3,936.00
Savage 1-27 0.0878979 0.0696679 No $ 15,252.00
Field-Strong City XX
Xxxxxx 1-23 0.0511440 0.0393809 No $ 7,960.00
WASHITA COUNTY, OK
Field-Xxxxxx X
Xxxxxx 1-3 0.2046220 0.1554200 Yes $ 20,565.00
Field-Elk City
Xxxxxx X X 3-19 0.0238000 0.0206582 No $ 8,076.00
XXXXX COUNTY, OK
Field-Xxxxx
Xxxxxxxxx 1-36 0.8000000 0.6500000 No $ 33,023.00
Xxxxxxx 2-35 0.3979166 0.3401059 No $ 801.00
Hull 1-3 0.3868722 0.3281670 No $ 12,182.00
Hull 2-3 0.3987435 0.3383171 No $ 11,145.00
Xxxxx 2-30 0.8000000 0.6840000 Yes $ 41,785.00
Field-Oakdale
Xxxxx A 1-28 0.2000000 0.1600620 No $ 9,831.00
Xxxxxx 1-30 0.4509450 0.3814305 No $ 51,228.00
Gisson 2-33L(Mississippi 0.7383100 0.5934588 Yes $816,461.00
Gisson 3-33L(Mississippi 0.4458101 0.3811676 Yes $458,478.00
Gisson 4-33 0.4626925 0.3714772 Yes $232,497.00
Morstain 1-32 0.3000784 0.2565686 No $ 40,000.00
Xxxxxxx B 1-28 0.0000000 0.0100624 No $ 42,113.00
Rich 1-32 0.3000785 0.2545749 No $ 67,960.00
Rich 2-32 0.4440280 0.3796440 No $ 40,000.00
Rich 2-32L 0.4440280 0.3796440 No $ 47,292.00
Sagebrush 1-32 0.0000000 0.0340000 No $ 42,965.00
Xxxxxxx A 1-28 0.0000000 0.0100624 No $ 40,170.00
Xxxxxx 1-24 0.3874999 0.3217421 No $ 2,471.00
Xxxxxx 2-24 0.3874999 0.3217421 Yes $ 58,971.00
Xxxxxxxxx 1-28 0.2000000 0.1600625 No $105,186.00
Page 10 of 18
PROPERTY NAME WORKING INTEREST NET REVENUE INTEREST TITLE PROPERTY ALLOCATED VALUE
-------------------------------------- ---------------- -------------------- -------------- ---------------
Xxxxxxxxx B # 1 0.2857144 0.2339956 No $ 96,854.00
Xxxx A 1-19 0.3108524 0.2552816 No $ 30,000.00
Xxxx A 2-19 0.7557648 0.5890299 Yes $228,743.00
XXXXXXXX COUNTY, OK
FIELD-CEDARDALE NE
Xxxxxx 3-23 0.8150000 0.6480547 No $ 21,530.00
State 1-24 0.8150000 0.6693665 No $ 0.00
State 2-24L(Oswego) 0.8150000 0.6693661 Yes $ 5,429.00
State 2-24U 0.8150000 0.6693660 Yes $166,614.00
State 3-24 0.8150000 0.6693661 Yes $ 65,677.00
FIELD-XXXXXXX X
Xxxxxxx 2-20 0.8000000 0.6840001 No $ 17,432.00
Huffman 3-20 0.8000000 0.6840001 No $ 0.00
FIELD-FT SUPPLY E
Xxxxxx 1-19 0.2291060 0.0000000 No
BEE COUNTY, TX
FIELD-XXXXXXX
Xxxxxxx Un 0.0107502 0.0094064 No $ 0.00
FIELD-XXXXXXX-XXXXXX
Xxxxxxx B # 1 0.7000000 0.5906250 Yes $ 16,088.00
Xxxxxxxxx # 0 0.7000000 0.4666667 No $ 0.00
Xxxxxxxxx Est #1 & #2 0.7000000 0.4666667 No $ 17,192.00
BRAZORIA COUNTY, TX
FIELD-CHOCOLATE BAYOU S
I P Farms # 2U 0.0656275 0.0491061 No $ 21,199.00
I P Farms # 3 0.0684479 0.0000000 No $ 0.00
I P Farms Lease 0.0666667 0.0484175 No $ 4,839.00
FIELD-HASTINGS E
Xxxxx X X 0.0000000 0.0288000 No
Xxxxx Xxxxx 0.0000000 0.1983000 No
Xxxxx X X 0.0000000 0.0018800 No
Xxxxxxxxx A 0.0000000 0.0384000 No
Surface R O 0.0000000 0.0063000 No
Xxxxxx X X 0 0000000 0.0041000 No
FIELD-OLD OCEAN N
Texas Gulf Fee # 1 0.0332368 No $ 2,471.00
XXXXXXXX COUNTY, TX
Page 11 of 18
PROPERTY NAME WORKING INTEREST NET REVENUE INTEREST TITLE PROPERTY ALLOCATED VALUE
-------------------------------------- ---------------- -------------------- -------------- ---------------
FIELD-XXXXXX
Xxxxx Xxxxxxxx # 1 0.0000000 0.0244142 Yes $ 37,829.00
XXXXXX COUNTY, TX
FIELD-XXXX XXXXXXX (XXXXXXX)
Arco Xxxxxxx # 1 1.0000000 0.7250000 Yes $ 81,729.00
XXXXXXXX COUNTY, TX
FIELD-BLOCKER
Xxxxxxx A # 1 GU 0.1219880 0.1016623 No $ 13,580.00
FIELD-HALLSVILLE
Xxxxxxx 0.1219880 0.0995596 No $ 5,929.00
XXXXXXXX COUNTY, TX
FIELD-XXXXXXX RANCH
Federal 1-161 0.0265360 0.0219130 No $ 1,363.00
HOCKLEY COUNTY, TX
FIELD-SMYER
Smyer Xxxxx Xxxxxxx 0.1874193 0.0000000 Yes $ 0.00
Smyer Lockhart 0.0646246 0.0000000 Yes $ 0.00
Smyer Lockhart A 0.0229561 0.0000000 Yes $ 0.00
Smyer Un NE 0.2750000 0.2255000 Yes $390,091.00
XXXXXXX COUNTY, TX
FIELD-XXXXXXXX XXXXXXX
Xxxxxxxx Xxxxxxx Un 0.1869938 0.1510408 Yes $174,067.00
KENT COUNTY, TX
FIELD-XXXXXX-XXXXXXX
Xxxxxxx # 1 0.8000000 0.6400000 Yes $ 71,890.00
LIVE OAK COUNTY, TX
FIELD-MIKESKA
Amine Un 0.2499999 0.0000000 No $ 0.00
Xxxxxxx State GU # 1 0.2500000 0.2043219 Yes $ 86,041.00
Xxxxxxx State GU # 2 0.2499999 0.2043219 No $ 15,455.00
Xxxxxxx State GU # 3 0.2499999 0.2043219 No $ 11,707.00
Xxxxxxx State GU # 4 0.0000000 0.0159597 No $ 886.00
Xxxxxxx State GU # 5 0.2499999 0.2043219 No $ 0.00
LOVING COUNTY, TX
FIELD-XXXXX
Xxxxxxxx Xxxx 14-1 0.0480470 0.0373050 No $ 6,423 00
Xxxxxxxx Xxxx 22-1 0.0393230 0.0298450 Yes $153,552.00
Page 12 of 18
PROPERTY NAME WORKING INTEREST NET REVENUE INTEREST TITLE PROPERTY ALLOCATED VALUE
-------------------------------------- ---------------- -------------------- -------------- ---------------
Xxxxxxxx Xxxx 26-1 0.0438200 0.0333940 No $ 3,748.00
Xxxxxxxx Xxxx 28-1A 0.0422530 0.0321890 Yes $ 33,667.00
LUBBOCK COUNTY, TX
FIELD-XXXXXXXX
Broadview Un E 0.3195384 0.2632593 Yes $l,306,987.00
FIELD-IDALOU
Idalou Un 0.2797272 0.2097950 Yes $ 219,722.00
MATAGORDA COUNTY, TX
FIELD-MATAGORDA ISL XXX 000
El Gordo Pipeline 0.0070510 0.0000000 No $ 239.00
S/T 485 L # 1 0.0793197 0.0637204 No $ 9,269.00
S/T 485 L # 3- 0.7905165 0.5290034 No $ 0.00
S/T 485 L # 4 0.4617863 0.3069760 No $ 0.00
S/T 485 L # 5 0.3944985 0.2661222 No $ 4,089.00
S/T 485 L # 6 0.0670124 0.0000000 No $ 0.00
FIELD-MIDDLE BANK REEF
S/T 367 L # 2 0.1931803 0.1558882 No $ 0.00
S/T 367 L # 3 0.2418546 0.1681976 No $ 0.00
S/T 367 L # 3 (Mioc 5880) 0.0000000 0.1978689 No $ 11,639.00
FIELD-MIDDLEBANK REEF
S/T 367 L # 4 0.2876934 0.234691 Yes $ 107,692.00
XX XXXXXX, TX
FIELD-A X X
Xxxxxxxx # 1 0.0500000 0.0369245 No $ 2,070.00
Xxxxxxxx # 3 0.0250000 0.0182500 No $ l,010.00
Xxxxxxxx # 5 0.0250000 0.0182500 No $ 0.00
Xxxxxxx # 9 0.0281250 0.0234560 No $ 2,267.00
Xxxxxxx # 11 0.0298845 0.0249005 No $ 99.00
Xxxxxxx A # 4 0.0218242 0.0181889 No $ l,601.00
Xxxxxxx X X # 1 0.0496875 0.0388809 No $ l,601.00
Xxxxxxx X X # 1A 0.0281250 0.0234560 No $ 0.00
Xxxxxxx X X # 2 0.0281250 0.0234560 No $ 0.00
Xxxxxxx X X # 3 0.0281250 0.0234560 No $ 394.00
Xxxxxxx X X # 4 0.0348482 0.0575280 No $ 271.00
Xxxxxxx X X # 7 0.0281250 0.0234560 No $ 49.00
Xxxxxxx X X # 8 0.0281250 0.0234560 No $ 2,316.00
Xxxxx H # 1 0.0348500 0.0287640 No $ 788.00
Xxxxx H # 2 0.0331700 0.0275383 No $ 813.00
Page 13 of 18
PROPERTY NAME WORKING INTEREST NET REVENUE INTEREST TITLE PROPERTY ALLOCATED VALUE
-------------------------------------- ---------------- -------------------- -------------- ---------------
Xxxxxxx # 7 0.0700000 0.0507200 No $10,520.00
Xxxxxxx # 0 0.0700000 0.0507200 No $ 7,071.00
Xxxxxxx # 0 0.0700000 0.0507200 No $ 8,451.00
Xxxxxxx # 00 0.0700000 0.0507200 No $11,457.00
Xxxxxxx R E # 1 0.0700000 0.0507200 No $ 7,293.00
Xxxxxxx R E # 2 0.0700000 0.0507200 No $ 4,607.00
Xxxxxxx R E # 3 0.0700000 0.0507200 No $14,241.00
Xxxxxxx R E # 4 0.0700000 0.0507200 No $ 5,100.00
Xxxxxxx R E # 5 0.0700000 0.0507200 No $ 3,006.00
Xxxxxxx R E # 6 0.0700000 0.0507200 No $ 0.00
Xxxxx # 0 0.0500000 0.0369245 No $ 4,952.00
Xxxxx # 0 0.0500000 0.0369250 No $ 5,346.00
Xxxxx # 0 0.0500000 0.0369250 No $ 7,613.00
Xxxxx E G # 1 0.1164365 0.0873274 No $67,261.00
Xxxxx E G # 2 0.1164365 0.0873274 No $ 3,277.00
Xxxxx E G # 3 0.1275726 0.0956795 No $ 8,155.00
Xxxxx E G # 4 0.1164365 0.0873274 No $ 0.00
Xxxxx E G 4 5 0.1164365 0.0873274 No $ 5,962.00
Xxxxx E G # 6 0.1164365 0.0873274 No $ 6,012.00
Xxxxx E G # 7 0.1164365 0.0873274 No $ 2,341.00
Xxxxx E G # 7 0.0512551 0.0384410 No $ 2,341.00
Xxxxx E G # 8 0.1164365 0.0873274 No $ 616.00
Xxxxx E G # 9 0.1164365 0.0873274 No $ 0.00
Xxxxx E G # 10 0.1164365 0.0873274 No $ 6,332.00
Xxxxx E G # 11 0.1164365 0.0873274 No $ l,404.00
Xxxxx E G # 12 0.1164365 0.0873274 No $ 9,091.00
Xxxxx E G # 13 0.1237582 0.0928932 No $19,957.00
Xxxxx E G # 14 0.1591387 0.1200698 No $ 6,455.00
Xxxxx E G Lease 0.1164365 0.0873274 No $ 0.00
Xxxxxx # 1 0.0000000 0.0068000 No $ 271.00
Xxxxxx # 2 0.0888900 0.0722220 No $ 2,196.00
Xxxxxx # 0 0.0500000 0.0369245 No $15,691.00
Xxxxxx # 0 0.0500000 0.0369245 No $ 5,445.00
Xxxxxx #10 0.0500000 0 0369245 No $ 3,794.00
Xxxxxx X X 4-1 0.0500000 0.0354240 No $ 2,242.00
Xxxxxx X X # 1 0.0500000 0.0354240 No $ 641.00
Xxxxxx X X # 2 0.0500000 0.0354240 No $ 1,577.00
Xxxxxx X X # 3 0.0500000 0.0354240 No $ l,552.00
Xxxxxx X X # 5 0.0500000 0.0354240 No $ 3,178.00
Page 14 of 18
PROPERTY NAME WORKING INTEREST NET REVENUE INTEREST TITLE PROPERTY ALLOCATED VALUE
-------------------------------------- ---------------- -------------------- -------------- ---------------
Xxxxxx X X # 6 0.0500000 0.0354240 No $ 0.00
Xxxxxx X X # 7 0.0500000 0.0354250 No $ 123.00
Xxxxxx Xxxxxxx # 1 0.0888900 0.0722220 No $ 7,296.00
Xxxxxx Xxxxxxx # 4 0.0888900 0.0722220 No $ 7,936.00
Xxxxxx Xxxxxxx # 5 0.0888900 0.0722220 No $ 6,162.00
Xxxxxx Xxxxxxx # 6 0.0888900 0.0722220 No $ 0.00
Xxxxxx Xxxxxxx # 7 0.0888900 0.0722220 No $ 9,732.00
Xxxxxx Xxxxxxx # 8 0.0888900 0.0722220 No $ 5,817.00
Xxxxxx Xxxxxxx # 9 0.0888900 0.0000000 No $ 9,190.00
Xxxxxx Xxxxxxx #10 0.0888900 0.0722220 No $ 4,164.00
Xxxxxx Xxxxxxx #ll 0.0888900 0.0722220 No $10,129.00
Xxxxxx Xxxxxxx #12 0.0888900 0.0722220 No $ 7,887.00
Xxxxxx Xxxxxxx #13 0.0888900 0.0722220 No $ 7,736.00
Xxxxxx Xxxxxxx #14 0.0888900 0.0722220 No $ 4,635.00
Xxxxxx Xxxxxxx #16 0.0888900 0.0722220 No $ 7,490.00
Xxxxxx Xxxxxxx #17 0.0888900 0.0722220 No $ 6,064.00
Xxxxxx Xxxxxxx #19 0.0888900 0.0722220 No $ 6,283.00
Xxxxxx Xxxxxxx #21 0.0888900 0.0722220 No $ 6,332.00
Xxxxxx Xxxxxxx #22 0.0888900 0.0000000 No $ 0.00
Xxxxxx Xxxxxxx #23 0.0888900 0.0722220 No $13,948.00
Xxxxxx Xxxxxxx #24 0.0888900 0.0722220 No $ 3,846.00
Xxxxxx Xxxxxxx #25 0.0888900 0.0722220 No $12,423.00
Xxxxx Xxxxxxxx H Jr # 1 0.0281250 0.0234560 No $ 764.00
Xxxxx Xxxxxxxx H Jr # 2 0.0281250 0.0234560 No $ 1,774.00
Xxxxxxxx B # 1 0.0500000 0.0369245 No $ 2,143.00
Xxxxxxxx B # 2 0.0500000 0.0369245 No $ 6,307.00
Xxxxx # 0 0.0500000 0.0000000 No $ 0.00
Xxxxx E # 1 0.0500000 0.0369245 No $20,003.00
Xxxxx E # 2 0.0500000 0.0369245 No $13,080.00
Xxxxx E # 3 0.0500000 0.0369245 No $11,675.00
Xxxxx Xxxxxxxx A # 1 0.0500000 0.0000000 No $ 0.00
Xxxxxxx A L # 1 0.0500000 0.0369245 No $ 5,100.00
Xxxxxxx A L # 2 0.0500000 0.0369245 No $ 246.00
Xxxxxxx A L # 3 0.0500000 0.0369245 No $ 1,848.00
Xxxxxx X X # 1 0.0375000 0.0281500 No $ 3,252.00
Xxxxxxx #ll 0.0500000 0.0369245 No $17,391.00
Xxxxxxx #14 0.0500000 0.0369245 No $15,223.00
Xxxxxxx Xxxxx #13 0.0500000 0.0369245 No $15,519.00
Xxxxxxx Xxxxx X # 0 0 0000000 0.0000000 Xx $ 1,675.00
Page 15 of 18
PROPERTY NAME WORKING INTEREST NET REVENUE INTEREST TITLE PROPERTY ALLOCATED VALUE
-------------------------------------- ---------------- -------------------- -------------- ---------------
Xxxxxxx Xxxxx H # 3 0.0500000 0.0369245 No $14,583.00
Xxxxxxx Xxxxx H # 4 0.0500000 0.0369245 No $ 148.00
Xxxxxxx Xxxxx H # 5 0.0500000 0.0369245 No $ 2,759.00
Xxxxxxx Xxxxx H # 6 0.0500000 0.0369245 No $14,829.00
Xxxxxxx Xxxxx H # 7 0.0500000 0.0369245 No $14,041.00
Xxxxxxx Xxxxx H # 8 0.0500000 0.0369245 No $15,100.00
Xxxxxxx Xxxxx H # 9 0.0500000 0.0369245 No $ 4,139.00
Xxxxxxx Xxxxx H #10 0.0500000 0.0369245 No $ 4,410.00
Xxxxxxx Xxxxx H #12 0.0500000 0.0369245 No $ 4,435.00
Xxxxxxx Xxxxx H # 1 0.0500000 0.0369245 No $ 838.00
Xxxxxx # 3 0.0500000 0.0369245 No $ 690.00
Xxxxxx # 4 0.0500000 0.0369245 No $ 0.00
Xxxxxx Et Al # 1 0.0500000 0.0369245 No $ 4,139.00
Xxxxxx Et Al # 2 0.0500000 0.0369245 No $ 0.00
Xxxxxxxxxx W C A # 3 0.0281310 0.0234560 No $ 3,203.00
Xxxxxxxxxx W C A # 4 0.0500000 0.0369245 No $ 4,681.00
Xxxxxxxxxx X X Est # l 0.0500000 0.0369245 No $ 1,651.00
Xxxxxxxxxx X X Est # 2 0.0500000 0.0369245 No $ 4,139.00
Xxxxxxxxxx X X Est # 3 0.0500000 0.0369245 No $ 3,868.00
Xxxxxxxxxx X X Jr A # 1 0.0375000 0.0281500 No $ 3,055.00
Xxxxxxxxxx X X Jr A # 2 0.0281310 0.0234560 No $ 5,199.00
Xxxxxxx # 2 0.0297423 0.0248037 No $ 4,386.00
Xxxxxxx H # 1 0.0281250 0.0234560 No
Xxxxxxx H # 1 0.0281250 0.0234560 No $ 2,710.00
Xxxxxxx X X # 1 0.0281250 0.0234560 No
Xxxxxxx X X # 1 0.0281250 0.0234560 No $ 2,710.00
Xxxxxx # 4 0.0281250 0.0234560 No $ l,404.00
Xxxxxx Xxxxxx D # 1 0.0281250 0.0234560 No $ l,971.00
Xxxxxx Xxxxxx D # 2 0.0281250 0.0234560 No $ 0.00
Xxxxxx Xxxxxx D # 3 0.0281250 0.0234560 No $ 2,168.00
Xxxxxxx # 6 0.0500000 0.0000000 No $ 0.00
Xxxxxxx # 7 0.0500000 0.0369250 No $26,529.00
Xxxxxxx Xxxx # 1 0.0500000 0.0369245 No $ 4,583.00
Xxxxxxx Xxxx # 2 0.0500000 0.0369240 No $ 3,080.00
Xxxxxxx Xxxx # 3 0.0500000 0.0369240 No $ 3,449.00
Xxxxxxx Xxxx # 4 0.0500000 0.0000000 No $ 0.00
Xxxxxxx Xxxx # 5 0.0506666 0.0373694 No $ 5,001.00
Xxxxxxxx A # 1 0.0250000 0.0184625 No $ 4,065.00
Xxxxxxxx Xxxxx H # 1 0.0500000 0.0369245 No $ 4,854.00
Page 16 of 18
PROPERTY NAME WORKING INTEREST NET REVENUE INTEREST TITLE PROPERTY ALLOCATED VALUE
-------------------------------------- ---------------- -------------------- -------------- ---------------
Xxxxxxxx Xxxxx H # 2 0.0500000 0.0369250 No $ 3,548.00
Xxxxxxx # 1 0.0500000 0.0369245 No $ 862.00
Xxxxxxx # 2 0.0500000 0.0369245 No $ 0.00
OFFSHORE COUNTY, TX
FIELD-HIGH ISL SA BLK X000
XXX-X-0000 0.0288410 0.0240341 No $24,800.00
OCS-G-2360 0.1260701 0.1050585 No $71,663.00
OCS-G-2360 #A-9 0.1197493 0.0997917 No $12,711.00
OCS-G-2360 B 0.0949567 0.0791306 No $ 0.00
OCS-G-2361 0.0735408 0.0612840 No
OCS-G-2361 #A-4 0.0735408 0.0612840 No $30,000.00
OCS-G-4579/2360 0.1111259 0.1079132 No $ 460.00
FIELD-HIGH ISL SA BLK X000
XXX-X-0000 0.2206222 0.1838518 No $ 0.00
VICTORIA COUNTY, TX
FIELD-XXXXXX
Xxxxxxxx # 1 0.9524891 0.7499583 No $85,444.00
Xxxxxxxx # 0 0.9137500 0.7194564 No $ l,312.00
FIELD-XXXXXX E
Xxxxxxxx # 2 0.9524891 0.7499583 No $ 0.00
Xxxxxxxx # 0 SWD 0.9137500 0.0000000 No $ 0.00
Xxxxxxxx Lease 0.9524891 0.7194564 No $ 0.00
XXXX COUNTY, TX
FIELD-GATO CREEK
Alley # 1 0.1048890 0.0742457 No $ 9,831.00
Alley # 3 0.1048890 0.0742457 Yes $47,839.00
XXXXX-XXXXXXX XXXXX
Xxxxxxx Xxxxx # 0 0.0593878 0.0460966 No $ 3,919.00
Xxxxxxx Xxxxx # 0 0.0861119 0.0638765 No $ 5,129.00
Xxxxxxx Xxxxx # 0 0.0861119 0.0638765 No $ 443.00
Olmitos Ranch # 5 0.0861119 0.0638765 No $ 647.00
Olmitos Ranch # 6 0.0807300 0.0597725 No $ 0.00
Xxxxxxx Xxxxx # 0 0.0861119 0.0638765 No $10,087.00
Xxxxxxx Xxxxx # 00 0.0861119 0.0638769 No $11,434.00
Xxxxxxx Xxxxx # 00 0.0861119 0.0638769 No $10,205.00
FIELD-XXXXXXXXX
Olmitos Ranch # 7 0.0785452 0.0577742 No $11,501.00
Page 17 of 18
PROPERTY NAME WORKING INTEREST NET REVENUE INTEREST TITLE PROPERTY ALLOCATED VALUE
-------------------------------------- ---------------- -------------------- -------------- ---------------
FIELD-RANCHO VIEJO
Alley # 20 0.1048890 0.0742457 No $33,976.00
Alley # 4 0.1048899 0.0742457 Yes $42,471.00
Alley # 5 0.1049000 0.0742457 Yes $28,578.00
Alley # 6 0.1049000 0.0742457 No $ 0.00
Alley # 7 0.1049000 0.0742457 No $ 4,294.00
Alley # 8 0.1049000 0.0742457 No $19,799.00
Alley # 9 0.1048889 0.0742457 No $ 0.00
Applegate Alley # l GU 0.0157350 0.0112505 No $ 2,811.00
FIELD-THOMPSONVILLE NE
Bruni D GU 0.3333333 0.2708334 Yes $50,136.00
Thompsonville CS & Dehy 0.0914540 0.0000000 No $ 0.00
Page 18 of 18
EXHIBIT PART II
Cause No. 10,651; The State of Texas, et al. v. Union Pacific Resources Company,
et al. (including TOC and TEMI); In the 335th Judicial District Court of Xxx
County, Texas
Purported class action lawsuit brought by the State of Texas and other working
and/or royalty interest owners regarding the sale of oil and/or gas in Texas at
posted prices verses market price. Torch Energy Advisors Incorporated and Torch
Energy Marketing, Inc. are named parties to the suit, but the claims also run
against the working interest owners for whom the Torch companies operate. This
case has only recently been initiated and no discovery or other pre-trial
activities have taken place. Accordingly, it is impossible at this time to
predict the outcome of this litigation.
Cause No. 423587; State of Louisiana and Department of Taxation v. Torch Energy
Corporation; In the 00xx Xxxxxxxx Xxxxx of the Parish of East Baton Rouge,
Louisiana, Div. F
This lawsuit involves a claim by the state of Louisiana that severance taxes
have been underpaid on Torch operated properties in Louisiana. The underpayment
is attributed to the alleged undervaluation of production by Torch in the sale
of oil and gas. All partnerships owning any Louisiana leases could be affected
by this case.
Cause No. 423588; State of Louisiana and Department of Taxation v. Torch
Operating Company; In the 00xx Xxxxxxxx Xxxxx of the Parish of East Baton Rouge,
Louisiana, Div. I
This lawsuit involves a claim by the state of Louisiana that severance taxes
have been underpaid on Torch operated properties in Louisiana. The underpayment
is attributed to the alleged undervaluation of production by Torch in the sale
of oil and gas. All partnerships owning any Louisiana leases could be affected
by this case.
Cause No. 96-022435; Rose Xxxxx Xxxxx v. Nuevo Energy Company; In the 127th
Judicial District Court of Xxxxxx County, Texas
Plaintiff filed this suit on May 3, 1996. Plaintiff alleges that she is a
successor to an incremental gas revenue interest in certain off-shore oil and
gas leases. Plaintiff alleges that Nuevo failed to pay all sums due under the
incremental gas revenue interest. Plaintiff claims breach of
contract, seeking as damages $104,630.00 in alleged underpayment by Nuevo,
together with interest and attorneys' fees. As part of the settlement with
Florida Gas, Nuevo assigned its interest to the 1991 Specified Oil & Gas Program
and Black Hawk Oil Company. Nuevo filed a summary judgment motion which has been
scheduled to be heard on June 13, 1997.
Cause No. 15059; Xxxxxx Xxxxxxx, et al. v. Torch Operating Company, et al.; In
the 21st Judicial District Court of the Parish of St. Helena, Louisiana
Plaintiff, an adjacent landowner to the Pritchell Oil Well No. 1 located in St.
Xxxxxx Xxxxxx, Louisiana, is suing for alleged damages to his property allegedly
caused by well operations and also for noise and odor pollution. This case is
dormant at this time with a tentative settlement offer to the Plaintiff of
$20,000 on the table.
Cause No. 69102-F; Xxxxx X. Xxxxxxxx, Xx., et al. v. Torch Operating Company; In
the 15th Judicial District Court of the Parish of Vermilion, Louisiana
Plaintiffs are leasehold owners in the Herpin No. l well located in Vermilion
Parish, Louisiana. Plaintiffs brought this suit seeking judgment by the Court
that TOC plug and abandon the property, remove all equipment, and restore the
property to its original condition. This case has only recently been initiated
and no discovery or other pre-trial activities have taken place. The well has
already been plugged and abandoned and we are working to satisfy the landowner
concerning the restoration of the surface.
Additional MMS Claims - U.S. Department of Justice Inquiry Letter
Although not yet asserted, there seems to be a movement afoot by the MMS to
challenge the price paid the MMS for production on all MMS managed properties.
While we do not believe the partnerships have paid royalties improperly or face
any exposure in such audits, the partnerships that have interests in federal
leases could be subjected to claims arising out of such audits. On February l2,
1997 the Department of Justice forwarded to Torch Operating Company a request
for information and documents relating to oil and gas royalties on Indian and
MMS lands paid by Torch Operating Company on behalf of the Partnerships, among
others. Torch Operating Company is in the process of analyzing the scope of the
request and has communicated its willingness to fully cooperate in this
information gathering process. At this time it is difficult to predict what
liabilities, if any, could be faced by the Partnerships for any such alleged
underpayment of royalties.
CLAIMS BY OTHER TAXING AUTHORITIES
Every taxing authority in every state in which the partnerships own properties
could make claims similar to those asserted in the State of Louisiana and
Department of Taxation v. Torch Energy Corporation, above.
Claims by Other Royalty and Mineral Owners
Every royalty and mineral owner in every state in which the partnerships own
properties could make claims similar to those asserted in the State of Texas, et
al. v U.P.R.C., et al.
===============================================================================
Exhibit Part IV
TOC Operated Properties
30-Jun-97
===============================================================================
FIELD NAME
===============================================================================
IBERIA PARISH, LA
Weeks Isl Rainold # 2
Weeks Isl Xxxxx Heirs # 2
Weeks Isl Xxxxx Heirs # 3
Weeks Isl Xxxxx Heirs # 6
ST XXXXXX XXXXXX, LA
Greensburg Xxxxxx # 2
Greensburg Xxxxxxx # 2D
Greensburg Xxxxxxxxx # 1
Greensburg Xxxxx # 1
Greensburg Xxxxx # 2
Greensburg Xxxxx # 4
Greensburg Xxxxx # 5
Greensburg Xxxxx Xxxxxx E # 6
Greensburg Xxxxxxxx # 1
Greensburg Xxxxxxxxxx Xxxxxxxxx # 1
VERMILION PARISH, LA
Parcperdue Xxxxxxxxx # 2
Parcperdue Xxxxxxxxx # 1
Parcperdue Xxxxxx # 1
Paroperdue Xxxxxx S & K # 3
Parcperdue Herpin # 0
Xxxxxxxxxx Xxxxxxx # 0
===============================================================================
FIELD NAME
===============================================================================
Parcperdue Xxxxxxx # 2
Parcperdue Xxxxxxx # 3
XXXXXXXX COUNTY, TX
Blocker Xxxxxxx A # 1 GU
Hallsville Xxxxxxx
EXHIBIT PART V
TITLE PROPERTIES
30-Jun-97
PROPERTY NAME WORKING INTEREST NET REVENUE INTEREST TITLE PROPERTY
------------------------------------------ ---------------- -------------------- --------------
COLUMBIA COUNTY, AR
FIELD-XXXXXX CREEK
Xxxxxx Crk Un Bodcaw Un 2 0.0019531 0.0016022 Yes
Xxxxxx Crk Un Bodcaw Un 3 0.0019531 0.0016022 Yes
Xxxxxx Crk Un Bodcaw Un 4 0.0000000 0.0012417 Yes
Xxxxxx Crk Un Xxxxxx Xx I 0.1250000 0.1032447 Yes
Xxxxxx Crk Un Xxxx Un 1 0.0093750 0.0082031 Yes
Xxxxxx Crk Un Xxxxxx Un I 0.0130200 0.0107422 Yes
Xxxxxx Crk Un Stuart Un 2 0.0774037 0.0646307 Yes
LAFAYETTE COUNTY, AR
FIELD-XXXXXX CREEK
Xxxxxx Creek Ut 0.0085518 0.0066014 Yes
Xxxxxx Crk Un Xxxxxxx 1 0.0452400 0.0375529 Yes
Xxxxxx Crk Un Xxxxxx Un l 0.0208330 0.0176595 Yes
Xxxxxx Crk Un Xxxxx Un 1 0.0208330 0.0176595 Yes
Xxxxxx Crk Un Xxxxxx Un l 0.0208330 0.0176595 Yes
Xxxxxx Crk Un Ipco Un 2 0.0140627 0.0123047 Yes
Xxxxxx Crk Un Kasek Un 1 0.0104767 0.0084237 Yes
Xxxxxx Crk Un Xxxxxxxx 1 0.0208330 0.0182295 Yes
Xxxxxx Crk Un Xxxxxxxxx l 0.0208330 0.0176595 Yes
ACADIA PARISH, LA
FIELD-IOTA
Iota Nonion Struma Sd Un 0.2274898 0.1706364 Yes
OFFSHORE PARISH, LA
FIELD-S MRSH IS SA XXX 000
XXX-X-0000 SMI 142/143 Un 0.0607690 0.0456439 Yes
PLAQUEMINES PARISH, LA
FIELD-GARDEN ISL BAY
S/L 3942 # 1 0.1358735 0.1039346 Yes
FIELD-STELLA
Hero # 2 0.4932813 0.3933540 Yes
Hero # 3 0.4932813 0.3933540 Yes
Page 1 of 5
PROPERTY NAME WORKING INTEREST NET REVENUE INTEREST TITLE PROPERTY
----------------------------------------------- ---------------- -------------------- --------------
Hero # 4 0.4932813 0.3933540 Yes
TERREBONNE PARISH, LA
FIELD-FOUR LEAGUE BAY
LL#E # 1 0.0946667 0.0658880 Yes
S/L 9414 # 5 0.1420001 0.1063296 Yes
FIELD-LAKE XXXXXXXXX
S/L 13211 # 2 0.2125000 0.1583125 Yes
FIELD-MONTEGUT
MTG TEX W SU Southshore 2 0.0442000 0.0322660 Yes
VERMILION PARISH, LA
FIELD-XXXXXX
Xxxxxxx # 1 0.7684643 0.6355894 Yes
XXXXX COUNTY, MS
FIELD-UTICA
Xxxxxxxx 10-16 # 1 0.1974363 0.1479250 Yes
LINCOLN COUNTY, MS
FIELD-HURRICANE LAKE E
Fauva X X Un 1 # 1 0.3531312 0.2976468 Yes
CANADIAN COUNTY, OK
FIELD-UNION CITY
Xxxxxxxx 1-21 0.3333333 0.2804843 Yes
Xxxxxxxx 2-21 0.3333000 0.2804840 Yes
FIELD-WATONGA-CHICKASHA TREND-O
Xxxx 1-30 0.2343800 0.1794433 Yes
Red Sage 1-30 0.2343750 0.1794433 Yes
XXXXXX COUNTY, OK
FIELD-ANADARKO (XXXXXXXX N)
Xxxxxx 1-36 0.5112492 0.3S02194 Yes
FIELD-XXXXXX X
Xxxxxxx 1-17 0.1146048 0.0904388 Yes
Xxxxx Xxxxxx 1-17 0.1494095 0.1179119 Yes
Xxxxxx 1-3 0.2046220 0.1554200 Yes
FIELD-INDIANAPOLIS
Schapansky 1-32 0.3378602 0.2505888 Yes
FIELD-MOOREWOOD NE
Xxxxxxxxx 1-25 0.1261714 0.1077000 Yes
Page 2 of 5
PROPERTY NAME WORKING INTEREST NET REVENUE INTEREST TITLE PROPERTY
-------------------------------------------- ---------------- -------------------- --------------
Xxxxxxx 5-25 0.0987430 0.0837000 Yes
Xxxxxxx 7-25 0.0987430 0.0837000 Yes
Touchstone 3-14 0.1477571 0.1246598 Yes
FIELD-XXXXXXXXXXX
Xxxxxxxx A 1-32 0.0771429 0.0655712 Yea
XXXXX COUNTY, OK
FIELD-XXXXXX
Xxxxx 1-35 0.1431675 0.1213568 Yes
XXXXX COUNTY, OK
FIELD-MIDDLEBURG SE (AMBER NE)
Xxxxxxxxxx 1-24 0.2299626 0.1701723 Yes
FIELD-NORGE XX
Xxxxxxx 1-12 0.4108255 0.3371687 Yes
KINGFISHER COUNTY, OK
FIELD-OKARCHE N
Xxxxx 1- 1 0.3047063 0.2498593 Yes
Snow 1- 5 0.4422538 0.3299128 Yes
FIELD-SOONER TREND
Themer 10- 2 0.8717898 0.6974319 Yes
MAJOR COUNTY, OK
FIELD-CEDARDALE NE
Xxxxxx D#4 0.1006016 0.0860145 Yes
Xxxxxx 2-20 0.7911483 0.6613098 Yes
Xxxxxx 2-21L(Xxxxxxx) 0.4444297 0.3736202 Yes
Foster3-21 0.4039427 0.3405956 Yes
Xxxxxxx 3-22U 0.6056344 0.5157184 Yes
FIELD-RINGWOOD
Xxxxxxx 1- 9 0.3000000 0.2565000 Yes
Xxxxxxx 2- 9 0.3000000 0.2565000 Yes
Xxxxxxx 3-9 0.3000000 0.2565000 Yes
Xxxxxxxx Un 1-5 0.6398714 0.4998072 Yes
Xxxxxxxx Un 2-5 0.6398714 0.4998072 Yes
FIELD-SEILING NE
Xxxxxx 1-23 0.5074999 0.4047114 Yes
OKLAHOMA COUNTY, OK
FIELD-XXXXXX X
Xxxxxxx O A 1.0000000 0.8203125 Yes
Page 3 of 5
PROPERTY NAME WORKING INTEREST NET REVENUE INTEREST TITLE PROPERTY
------------------------------------------ ---------------- -------------------- --------------
XXXXX COUNTY, OK
FIELD-XXXXX
Xxxxx 2-30 0.8000000 0.6840000 Yes
FIELD-OAKDALE
Gisson 2-33L(Mississippi 0.7383100 0.5934588 Yes
Gisson 3-33L(Mississippi 0.4458101 0.3811676 Yes
Gisson 4-33 0.4626925 0.3714772 Yes
Xxxxxx 2-24 0.3874999 0.3217421 Yes
Xxxx A 2-19 0.7557648 0.5890299 Yes
XXXXXXXX COUNTY, OK
FIELD-CEDARDALE NE
State 2-24L(Oswego) 0.8150000 0.6693661 Yes
State 2-24U 0.8150000 0.6693660 Yes
State 3-24 0.8150000 0.6693661 Yes
BEE COUNTY, TX
FIELD-XXXXXXX-XXXXXX
Xxxxxxx B # 1 0.7000000 0.5906250 Yes
XXXXXXXX COUNTY, TX
FIELD-XXXXXX
Xxxxx Xxxxxxxx # 1 0.0000000 0.0244142 Yes
XXXXXX COUNTY, TX
FIELD-XXXX XXXXXXX (XXXXXXX)
Arco Xxxxxxx # 1 1.0000000 0.7250000 Yes
HOCKLEY COUNTY, TX
FIELD-SMYER
Smyer Xxxxx Xxxxxxx 0.1874193 0.0000000 Yes
Smyer Lockhart 0.0646246 0.0000000 Yes
Smyer Lockhart A 0.0229561 0.0000000 Yes
Smyer Un NE 0.2750000 0.2255000 Yes
XXXXXXX COUNTY, TX
FIELD-XXXXXXXX XXXXXXX
Xxxxxxxx Xxxxxxx Un 0.1869938 0.1510408 Yes
KENT COUNTY, TX
FIELD-XXXXXX-XXXXXXX
Xxxxxxx # 1 0.8000000 0.6400000 Yes
LIVE OAK COUNTY, TX
FIELD-MIKESKA
Page 4 of 5
PROPERTY NAME WORKING INTEREST NET REVENUE INTEREST TITLE PROPERTY
------------------------------------- ---------------- -------------------- --------------
Xxxxxxx State GU # 1 0.2500000 0.2043219 Yes
LOVING COUNTY, TX
FIELD-XXXXX
Xxxxxxxx Xxxx 22-1 0.0393230 0.0298450 Yes
Xxxxxxxx Xxxx 28-1A 0.0422530 0.0321890 Yes
LUBBOCK COUNTY, TX
FIELD-XXXXXXXX
Broadview Un E 0.3195384 0.2632593 Yes
FIELD-LDALOU
Idalou Un 0.2797272 0.2097950 Yes
MATAGORDA COUNTY, TX
FIELD-MIDDLEBANK REEF
S/T 367 L # 4 0.2876934 0.2346491 Yes
XXXX COUNTY, TX
FIELD-GATO CMK
Alley # 3 0.1048890 0.0742457 Yes
FIELD-RANCHO VIEJO
Alley # 4 0.1048899 0.0742457 Yes
Alley # 5 0.1049000 0.0742457 Yes
FIELD-THOMPSONVILLE NE
Bruni D GU 0.3333333 0.2708334 Yes
Page 5 of 5
