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EXHIBIT 10.16
SECURITY AGREEMENT
THIS SECURITY AGREEMENT (this "Agreement") is entered into as of June
24, 1997 by and among COTTON VALLEY RESOURCES CORPORATION, a corporation
incorporated under the laws of Ontario, Canada (the "Borrower"), and COTTON
VALLEY ENERGY, INC., an Oklahoma corporation, (the Pledgor") a wholly-owned
subsidiary of Borrower and LIVIAKIS FINANCIAL COMMUNICATIONS, INC. (the
"Secured Party").
RECITALS
Concurrently herewith, Borrower has executed a certain Convertible
Secured Promissory Note of even date herewith in the amount of One Million
Dollars ($1,000,000) in favor of Secured Party (the "Note"). In order to secure
prompt payment and performance in full under the Note and other instruments
evidencing the obligation of Borrower to Secured Party, Pledgor has agreed to
grant Secured Party certain security interests as described herein.
It is a condition to the consummation of the transaction evidenced by
the Note that Borrower, Pledgor and Secured Party shall have undertaken the
obligations contemplated by this Agreement.
NOW, THEREFORE, in consideration of the above and in order to induce
Secured Party to enter into the transaction evidenced by the Note with
Borrower, Secured Party, Borrower and Pledgor hereby agree as follows:
AGREEMENT
1. Certain Defined Terms. Terms used and not otherwise defined
herein have the respective meanings assigned to them in the Note.
2. Security Interest. Pledgor hereby assigns and grants to Secured
Party for its benefit a security interest in all of Pledgor's right, title and
interest of every kind or nature whatsoever without limitation in and to (but
none of its obligations with respect to) all its assets in the N. E. Alden
Field, Caddo County, Oklahoma, which are listed on Exhibit A hereto, including
all products and proceeds thereof (the "Collateral").
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3. Security for Obligations. This Agreement secures, and the
Collateral is collateral security for Borrower's obligations under the Note.
All such obligations of Borrower are referred to herein as the "Secured
Obligations."
4. Financing Statements. At any time and from time to time, upon
request of Secured Party, Pledgor will give, execute, file and/or record any
notice, financing statement, continuation statement, instrument, document or
agreement that Secured Party may consider necessary or desirable to create,
preserve, continue, perfect or validate any security interest granted hereunder
or which Secured Party may consider necessary or desirable to exercise or
enforce its rights hereunder with respect to such security interest.
5. Representations and Warranties. Borrower and Pledgor,
jointly and severally, represent and warrant to Secured Party as follows:
(a) Pledgor owns all of the Collateral free and clear of
any lien, security interest, preferential arrangement or other charge or
encumbrance (collectively, a "Lien") except for the security interest created
by this Agreement.
(b) Borrower and Pledgor have full power and lawful
authority to enter into this Agreement; and Pledgor has full power and
authority to assign and grant to Secured Party a first priority security
interest in the Collateral as herein provided; the execution, delivery and
performance hereof are not in contravention of any indenture, agreement or
undertaking to which Borrower or Pledgor is a party or by which Pledgor or its
property is bound; and this Agreement constitutes the legally valid and binding
obligation of Borrower and Pledgor enforceable against Borrower and Pledgor in
accordance with its terms, subject, as to enforcement, to bankruptcy,
insolvency, reorganization, moratorium, and other similar laws of general
applicability relating to or affecting creditors' rights generally and to
equitable principles relating to enforceability.
(c) No consent of any other party (including, without
limitation, creditors of Borrower or Pledgor) and no consent, authorization,
approval or other action by, and no notice to or filing with, any governmental
authority or regulatory body is required either (i) for the grant by Pledgor of
the security interest granted hereby or for the execution, delivery or
performance of this Agreement by Borrower and Pledgor or (ii) for the exercise
by Secured Party of the rights provided for in this Agreement or the remedies
in respect of the Collateral pursuant to this Agreement, except for the filing
of any UCC Financing Statements.
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(d) This Agreement creates a valid and perfected first
priority security interest in the Collateral, unless otherwise consented to in
writing by Secured Party securing the payment of the Secured Obligations, upon
the filing of UCC Financing Statements and the taking of such other actions as
are necessary or desirable to perfect and protect the security interest granted
hereby.
6. Certain Covenants. Pledgor hereby covenants that, until the
Secured Obligations have been terminated in accordance with the Note, Pledgor
will:
(a) not (i) sell, assign (by operation of law or
otherwise) or otherwise dispose of, or grant any interest with respect to, any
of the Collateral or (ii) create or permit to exist any Lien upon or with
respect to any of the Collateral, except for the security interest created
under this Agreement;
(b) promptly notify Secured Party of any event of which
Pledgor becomes aware causing material and unusual loss or depreciation in the
value of the Collateral;
(c) promptly deliver to Secured Party copies of all
written notices received by it with respect to the Collateral which have a
material, adverse effect on the Collateral; and
(d) pay or discharge, prior to delinquency, all taxes,
charges, fees, expenses, Liens and assessments of every nature levied or
imposed upon the Collateral.
7. Further Assurances. Pledgor agrees that at any time and from
time to time, at the expense of Pledgor, Pledgor will promptly execute and
deliver all further instruments and documents, and take all further actions,
that may reasonably be necessary or desirable, or that Secured Party may
request, in order to perfect and protect any security interest granted or
purported to be granted hereby or to enable Secured Party to exercise and
enforce its rights and remedies hereunder with respect to any Collateral.
8. Secured Party May Perform. If Borrower or Pledgor fail to
perform any agreement contained herein, Secured Party may itself perform, or
cause performance of, such agreement, and the expenses of Secured Party
incurred in connection therewith shall be payable by Borrower under Section
13(b).
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9. Standard of Care. The powers conferred on Secured Party
hereunder are solely to protect its interest in the Collateral and shall not
impose on it any duty to exercise such powers. Pledgor and Secured Party shall
each be deemed to have exercised reasonable care in the custody and
preservation of any Collateral in their possession if such Collateral is
accorded treatment substantially equivalent to that rendered by a reasonably
prudent operator of oil and gas properties. Neither Pledgor nor Secured Party
shall have any responsibility for (a) taking any necessary steps (other than
steps taken in accordance with the standard of care set forth above to maintain
possession of the Collateral) to preserve rights against any parties with
respect to any Collateral, (b) taking any necessary steps to collect or realize
upon the Secured Obligations or any guarantee therefor, or any part thereof; or
any of the Collateral, or (c) initiating any action to protect the Collateral
against the possibility of a decline in value.
10. Events of Default. The occurrence of the following
shall be an "Event of Default" under this Agreement: Borrower's breach of its
obligations to Secured Party under the Note and such breach continues for (i)
ten (10) days with respect to a payment default, and (ii) thirty (30) days with
respect to a non-payment default, after Borrower's and Pledgor's receipt of
written notice thereof.
11. Remedies Upon Default. If any Event of Default shall
have occurred and be continuing, Secured Party may exercise in respect of the
Collateral, in addition to other rights and remedies provided for herein or
otherwise available to it, all the rights and remedies of a secured party on
default under the Commercial Code as in effect in the State of Oklahoma (or any
other state with jurisdiction over the Collateral) at that time, and Secured
Party may also in its sole discretion, without notice (except as specified
below), sell the Collateral or any part thereof in one or more parcels at
public or private sale, at any exchange, broker's board or any of Secured
Party's offices or elsewhere, for cash, on credit or for future delivery, at
such time or times and at such price or prices and upon such other terms as
Secured Party may deem commercially reasonable, irrespective of the impact of
any such sales on the market price of the Collateral. Secured Party may be the
purchaser of any or all of the Collateral at any such sale and shall be
entitled, for the purpose of bidding and making settlement or payment of the
purchase price for all or any portion of the Collateral sold at any such public
sale, to use and apply any of the Secured Obligations as a credit on account of
the purchase price of any Collateral payable by Secured Party at such sale.
Each purchaser at any such sale shall hold the property sold absolutely free
from any claim or right on the part of Pledgor, and Pledgor hereby waives (to
the extent permitted by law) all rights of redemption, stay and/or appraisal
which it now has or may at any time in the future have under any rule of law or
statute now existing or hereafter enacted. Pledgor agrees that, to the extent
that notice of sale shall be required by law, at least ten days' notice to
Pledgor of the time and place of any public sale or the time after which any
private sale is to be made shall constitute reasonable notification. Secured
Party shall
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not be obligated to make any sale of Collateral regardless of notice of sale
having been given. Secured Party may adjourn any public or private sale from
time to time by announcement at the time and place fixed therefor, and such
sale may, without further notice, be made at the time and place to which it was
so adjourned. Pledgor hereby waives any claims against Secured Party arising by
reason of the fact that the price at which any Collateral may have been sold at
such a private sale was less than the price which might have been obtained at a
public sale, even if Secured Party accepts the first offer received and does
not offer such Collateral to more than one offeree. If the proceeds of any sale
or other disposition of the Collateral are insufficient to pay all the Secured
Obligations, Borrower shall be liable for the deficiency and the reasonable
fees of any attorneys employed by Secured Party to collect such deficiency.
12. Application of Proceeds. All Proceeds received by Secured
Party in respect of any sale of, collection from, or other realization upon all
or any part of the Collateral may, in the discretion of Secured Party, be held
by Secured Party as Collateral for, and/or then or at any time thereafter
applied in whole or in part by Secured Party against the Secured Obligations in
the following order of priority:
FIRST: To the payment of the costs and expenses of such sale,
collection or other realization, and all expenses, liabilities and advances
made or incurred by Secured Party in connection therewith, including reasonable
compensation to Secured Party and his agents and counsel, in accordance with
Section 13(b);
SECOND: To the payment in full of all Secured Obligations in such
order as Secured Party shall elect; and
THIRD: To the payment to or upon the order of Borrower or Pledgor, or
to whosoever may be lawfully entitled to receive the same or as a court of
competent jurisdiction may direct, of any surplus then remaining from such
proceeds.
13. Indemnity and Expenses.
(a) Borrower, and where the claim, loss, liability, cost or
expense incurred by Secured Party arises out of or in connection with the
pledge of the Collateral herein by Pledgor, joined herein by Pledgor, agree to:
indemnify Secured Party from and against any and all claims, losses and
liabilities in any way relating to, growing out of or resulting from this
Agreement and the transactions contemplated hereby (including, without
limitation, enforcement of this Agreement), except claims, losses or
liabilities resulting from Secured Party's (i) breach of this agreement, (ii)
gross negligence or (iii) willful misconduct;
(b) Upon the occurrence of an Event of Default pay to Secured
Party the amount of any and all costs and expenses, including the reasonable
fees and expenses
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incurred in connection with (i) the administration of this Agreement, (ii) the
custody or preservation of, or the sale of, collection from, or other
realization upon, any of the Collateral, (iii) the exercise or enforcement of
any of the rights of Secured Party hereunder, or (iv) the failure by Borrower
to perform or observe any of the provisions hereof; and
(c) Indemnify and hold harmless Secured Party and its directors,
officers, employees, affiliates, agents and assigns, from and against any and
all losses of Secured Party directly or indirectly, as a result of, or based
upon or arising from any inaccuracy in or breach or nonperformance of any of
the representations, warranties, covenants or agreements made by Borrower in or
pursuant to this Agreement or the Note.
14. Waivers. Borrower, and where applicable as a result of or in
connection with the pledge of the Collateral herein by Pledgor, joined herein
by Pledgor, agree to:
(a) Except as otherwise required by the Note or this Agreement,
waive any right to require Secured Party to (i) proceed against Borrower, any
guarantor of any of the Secured Obligations or any other person or entity; (ii)
proceed against or exhaust any other security held from any other person or
entity; (iii) give notice to Borrower of the terms, time and place of any
public or private sale or the Collateral or any other security, or otherwise
comply with the notice provisions of the Commercial Code as in effect in the
State of Oklahoma; (iv) pursue any other remedy in Secured Party's power; or
(v) make or give any presentments, demands for performance, notices of
nonperformance, protests, notices of protest or notices of dishonor in
connection with any obligations or evidences of indebtedness which constitute
in whole or in part the Secured Obligations or in connection with the creation
of new or additional Secured Obligations;
(b) Waive any defense arising by reason of: (i) any disability or
other defense of Borrower or any other entity, including, without limitation,
any defense based on or arising out of the unenforceability of any of the
Secured Obligations, legal or equitable discharge of the Secured Obligations or
this Agreement or any statute of limitations affecting Borrower's liability
hereunder or the enforcement hereof; (ii) the cessation from any cause
whatsoever, other than termination, of the Secured Obligations; (iii) any act
or omission by Secured Party which directly or indirectly results in or aids
the discharge of Borrower or any of the Secured Obligations by operation of law
or otherwise; (iv) the release of any other collateral securing the Secured
Obligations or the failure by Secured Party to perfect or maintain the
perfection of any such other collateral; (v) any modification of the Secured
Obligations, in any form whatsoever, including, but not limited to the renewal,
extension, acceleration or other change in the time for payment of the Secured
Obligations, and any change in the terms of the Secured Obligations; and (vi)
any law limiting the liability of or exonerating guarantors or sureties.
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(c) Until all the Secured Obligations shall have terminated, waive
any right to enforce any remedy which Secured Party now has or may hereafter
have against Borrower and waives any benefit of, or any right to participate in
any security whatsoever now or hereafter held by Secured Party for the Secured
Obligations.
15. Continuing Security Interest. This Agreement shall create a
continuing security interest in the Collateral and shall (a) remain in full
force and effect until termination of all Secured Obligations, (b) be binding
upon Borrower, Pledgor, their successors and assigns, and (c) inure, together
with the rights and remedies of Secured Party hereunder, to the benefit of
Secured Party and its successors. Secured Party may not assign or otherwise
transfer this Agreement or the benefits hereunder to any other person or
entity. Upon the termination of all Secured Obligations, Pledgor shall be
entitled to the execution of UCC Termination Statements and the return upon its
request and at its expense, against receipt and without recourse to Secured
Party, of such of the Collateral in Secured Party's possession as shall not
have been sold or otherwise applied pursuant to the terms hereof.
16. No Waiver by Secured Party. No failure on the part of Secured
Party to exercise, and no course of dealing with respect to, and no delay in
exercising, any right, power or remedy hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise by Secured Party of any
right, power or remedy hereunder preclude any other or further exercise thereof
or the exercise of any other right, power or remedy. The remedies herein
provided are cumulative to the fullest extent permitted by law and are not
exclusive of any remedies provided by law.
17. Amendment, Etc. No amendment or waiver of any provision of
this Agreement, nor consent to any departure by Borrower or Pledgor herefrom,
shall in any event be effective unless the same shall be in writing and signed
by all parties to this Agreement, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.
18. Addresses for Notices. All notices and other communications
provided for hereunder shall be in writing (including telegraphic or telecopy
communications) and, if to any party, mailed, telegraphed, telecopied or
delivered to it, addressed to it at the address of such party specified in the
Note, or as to any party at such other address as shall be designated by such
party in a written notice to each other party complying as to delivery with the
terms of this Section 18. All such notices and other communications shall be
effective upon receipt.
19. Governing Law; Terms. This agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of Texas,
except as required by mandatory provisions of law and except to the extent that
the validity or
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perfection of the security interest hereunder, or remedies hereunder, in
respect of any particular collateral are governed by the laws of a jurisdiction
other than the State of Texas.
20. Severability. Any provisions of this Agreement which are
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdictions, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.
21. Consent to Jurisdiction and Service of Process. All judicial
proceedings brought against Borrower with respect to this Agreement may be
brought in any state or federal court of competent jurisdiction in the State of
California, and by execution and delivery of this Agreement, Borrower accepts
for itself and in connection with its properties, generally and
unconditionally, the nonexclusive jurisdiction of the aforesaid courts, and
irrevocably agrees to be bound by any judgment rendered thereby in connection
with this Agreement. Borrower designates and appoints ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇
▇. ▇▇▇▇▇ and such other persons as may hereafter be selected by Borrower
irrevocably agreeing in writing to so serve, as its agent to receive on its
behalf service of all process in any such proceedings in any such court, such
service being hereby acknowledged by Borrower to be effective and binding
service in every respect. A copy of any such process so served shall be mailed
by registered mail to Borrower at its address referred to in Section 18, except
that unless otherwise provided by applicable law, any failure to mail such copy
shall not affect the validity of service of process. If any agent appointed by
Borrower refuses to accept service, Borrower hereby agrees that service upon it
by mail shall constitute sufficient notice. Nothing herein shall affect the
right to serve process in any other manner permitted by law or shall limit the
right of the Agent to bring proceedings against Borrower in the courts of any
other jurisdiction.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered as of the date first written above.
"Secured Party"
Liviakis Financial Communications, Inc.
By:
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
(SIGNATURES CONTINUED ON NEXT PAGE)
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(SIGNATURES CONTINUED FROM PRECEDING PAGE)
"Pledgor"
COTTON VALLEY ENERGY, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
President
"Borrower"
COTTON VALLEY RESOURCES
CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chief Executive Officer
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EXHIBIT "A"
ATTACHED TO AND MADE A PART OF THAT CERTAIN ASSIGNMENT AND ▇▇▇▇ OF SALE
BETWEEN THE HOME-STAKE ROYALTY CORPORATION, ET AL. AND COTTON VALLEY ENERGY,
INC.
LEASE # LESSOR LESSEE DATED INSOFAR AS SAID LEASE COVERS BOOK PAGE
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OK1605A00 ▇▇▇ ▇▇▇▇▇▇▇▇ (Kiowa Allottee ▇▇. ▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇/▇ ▇▇/▇ Section 1- 181 223
a/k/a ▇▇▇ ▇▇▇▇▇▇▇▇ and Zo-quo-o) and 6N-13W, Caddo County,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, his wife Oklahoma
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OK1605B00 ▇▇▇▇ ▇▇▇▇▇▇ German and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Oil and Sept. 1, 1949 SE/4 SW/4 Section 1- 165 189
German, her husband Gas Company 6N-13W, Caddo County,
Oklahoma
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OK1605C00 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, a widow, ▇▇▇▇ ▇▇▇▇▇▇ W. E. ▇▇▇▇▇▇ ▇▇▇▇▇ 19, 1954 W/2 NE/4, also 215 377
and ▇. ▇. w&h, and Oris L. described in Lot 2 and
Barney and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, h&w the SW/4 NE/4 Section
1-6N-13W, Caddo County,
Oklahoma
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OK1605D00 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Oil and Jan. 14, 1955 N/2 SW/4 Section 1-6N- 225 383
Gas Company 13W, Caddo County,
Oklahoma
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OK1605D00 ▇. ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Oil and June 2, 1955 N/2 SW/4 Section 1-6N- 232 139
Gas Company 13W, Caddo County,
Oklahoma
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OK1605D00 ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Oil and Oct. 7, 1955 N/2 SW/4 Section 1-6N- 238 67
Gas Company 13W, Caddo County,
Oklahoma
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OK1605D00 J. R. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Oil and Nov. 2, 1955 N/2 SW/4 Section 1-6N- 239 3
Gas Company 13W, Caddo County,
Oklahoma
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OK1605D00 ▇. ▇. ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Dec. 11, 1952 N/2 SW/4 Section 1-6N- 200 417
13W, Caddo County,
Oklahoma
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▇. ▇. ▇▇▇▇, Trustee ▇▇▇▇▇▇▇▇ Oil and Nov. 2, 1955 N/2 SW/4, Section 1-6N- 239 5
Gas Company 13W, Caddo County,
Oklahoma
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▇▇▇▇-▇▇▇▇▇ Oil Industries, Inc. ▇▇▇▇▇▇▇▇ Oil and Nov. 2, 1955 N/2 SW/4 Section 1-6N- 239 7
Gas Company 13W, Caddo County,
Oklahoma
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, a single man ▇▇▇▇▇▇▇▇ Oil and Nov. 9, 1955 N/2 SW/4 Section 1-6N- 239 9
Gas Company 13W, Caddo County,
Oklahoma
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▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Oil and Nov. 2, 1955 N/2 SW/4 Section 1-6N- 241 353
Gas Company 13W, Caddo County,
Oklahoma
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▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Ei-ke-ah-pi-Hoodle Cities Service Mar. 12, 1952 SE/4 Section 1-6N-13W, 191 403
Alotte No. 252 Oil Company Caddo County,
Oklahoma
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OK1605F00 ▇▇▇ ▇. ▇▇▇▇▇, et ux. ▇▇▇▇▇▇▇▇ Prairie Dec. 28, 1948 SE/4 Section 2-6N-13W, 159 339
Oil Company Caddo County,
Oklahoma, as to the
Bromide Formation only
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OK1605F00 ▇▇▇ ▇. ▇▇▇▇▇, et ux. ▇▇▇▇▇▇▇▇ Oil & Feb. 2, 1954 SE/4 Section 2-6N-13W, 212 297
Gas Company Caddo County,
Oklahoma, as to the
Bromide Formation only
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▇▇▇▇▇▇ ▇▇▇▇, et al. ▇. ▇. ▇▇▇▇▇ Jan. 5, 1955 N/2 SW/4 ▇▇▇▇▇▇▇ ▇-▇▇- ▇▇▇ ▇▇▇
▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇
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Interests acquired under OCC Pooling Section 1-6N-13W
Order 333336 and OCC Pooling Order
337924
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Subject to Letter Agreement, as amended, dated November 11, 1988,
between TXO Production Corp. and The Home-Stake Royalty Corporation and The
Home-Stake Oil & Gas Company covering Section 1-6N-13W, Caddo County, Oklahoma
Subject to Letter Agreement dated January 18, 1989, by and between The
Home-Stake Royalty Corporation and The Home-Stake Oil & Gas Company ad ▇. ▇.
▇▇▇▇▇▇▇▇▇, Inc. covering Section 1-6N-13W, Caddo County, Oklahoma
Subject to Farmout Agreement dated September 15, 1995, by and between
The Home-Stake Royalty Corporation and The Home-Stake Oil & Gas Company, Farmor,
and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Farmee, covering Section 1-6N-13W, Caddo County,
Oklahoma.
Subject to Operating Agreement dated January 5, 1956 between ▇▇▇▇▇▇▇▇
Oil & Gas Company, Operator, and Stanolind Oil and Gas Company, et al.,
Non-Operator, covering the Alden Bromide Unit.
Subject to Plan of Utilization Alden Bromide Unit dated September 1,
1974, between Atlantic-Richfield Company, Operator, and Clinton Oil Company,
Non-Operator.
Subject to OCC Order No. ▇▇▇▇▇▇ dated August 8, 1974, Cause CD 39169
approving Alden Bromide Unit.
Subject to Communitization Agreement No. OKNM79745 dated June 1, 1989,
covering Section 1-6N-13W, Caddo County, Oklahoma.
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Subject to Exploration Agreement dated September 30, 1991, between The
Home-Stake Royalty Corporation and CCW Interests, Inc., covering the ▇/▇ ▇▇/▇,
▇▇▇▇▇▇▇ ▇-▇▇-▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇.
Subject to Exploration Agreement dated June 30, 1991, between the Home-
Stake Royalty Corporation and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, covering the ▇/▇ ▇▇/▇, ▇▇▇▇▇▇▇
▇-▇▇-▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇.
Subject to Exploration Agreement dated June 30, 1991, between The Home-
Stake Royalty Corporation and ▇▇▇▇ Interests, Inc., covering the ▇/▇ ▇▇/▇,
▇▇▇▇▇▇▇ ▇-▇▇-▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇.
Subject to Exploration Agreement dated June 30, 1991, between The Home-
Stake Royalty Corporation and ▇▇▇▇ ▇. ▇▇▇▇, covering the W/2 NE/4, Section
1-6N-13W, Caddo County, Oklahoma.
Subject to Exploration Agreement dated June 30, 1991, between The Home-
Stake Royalty Corporation and BCS Working Interest Partners, covering the
▇/▇ ▇▇/▇, ▇▇▇▇▇▇▇ ▇-▇▇-▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇.
Subject to Exploration Agreement dated June 30, 1991, between The Home-
Stake Royalty Corporation and BCS 1991 L.P., covering the W/2 NE/4, Section
1-6N-13W, Caddo County, Oklahoma.
4
