EXHIBIT 4.11
PURCHASE AND SALE AGREEMENT EFFECTIVE
MARCH 1, 2004 BETWEEN CALEX AND WESTPORT PETROLEUM, INC.
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PURCHASE AND SALE AGREEMENT
BY AND BETWEEN
CALIFORNIA EXPLORATION, INC.
AS SELLER
AND
WESTPORT PETROLEUM, INC..
AS BUYER
AS OF THE 10TH DAY OF
MARCH 2004
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PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement (this "AGREEMENT") dated as of the 10th day of
March 2004, is by and between California Exploration, Inc. a Nevada corporation,
("SELLER") and Westport Petroleum, Inc., a Colorado corporation ("BUYER").
IN CONSIDERATION OF the agreements and covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged and in reliance upon the representations and warranties
contained herein, Seller and Buyer agree, upon the terms and subject to the
conditions contained herein, as follows:
ARTICLE I
PURCHASE AND SALE
PURCHASE AND SALE OF THE ASSETS. Seller agrees to sell, assign, convey and
deliver to Buyer, and Buyer agrees to purchase and acquire from Seller at
Closing (hereinafter defined), but effective as of 12:01 a.m. C.S.T. on March 1,
2004 (the "EFFECTIVE DATE") a net three percent (3%) of the right, title and
working interest from Seller in and to the following properties described in
Sections 1.1 through 1.7 (collectively, the "ASSETS"):
1.1. LEASES. A net three percent (3%) of the right, title and
working interest in the properties, described on Exhibit "A",
attached hereto and made a part hereof, whether such
properties are in the nature of fee interests, leasehold
interests, licenses, concessions, working interests, farmout
rights, royalty, overriding royalty or other non-working or
carried interests, operating rights or other mineral rights of
every nature and any rights that arise by operation of law or
otherwise, in all such properties and lands covered thereby
and pooled, unitized, communitized or consolidated with such
properties (the "LEASES"). In addition, Buyer shall be
entitled to a net three percent (3%) of the right, title and
working interest in and to any and all Leases that have been
acquired pursuant to any of the Contracts.
1.2. ▇▇▇▇▇. A net three percent (3%) of the right, title and
working interest in the oil, condensate or natural gas ▇▇▇▇▇,
water source ▇▇▇▇▇, and other water and other types of
injection and disposal ▇▇▇▇▇ either located on the Leases
(including, but not limited to those described on the attached
Exhibit "B") or on lands pooled or unitized therewith or held
for use in connection with the Leases under a Surface Contract
(as hereinafter defined), whether producing, operating or
shut-in (the "▇▇▇▇▇") (the Leases and ▇▇▇▇▇ herein
collectively referred to as the "OIL AND GAS PROPERTIES").
1.3. SEVERED SUBSTANCES. A net three percent (3%) of the, right,
title and working interest in 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 or (b) sold on or after the Effective Date (the
"SUBSTANCES").
1.4. CONTRACTS. A net three percent (3%) of the right, title and
working interest in all contracts, commitments, agreements,
and arrangements that in any way relate to the properties
described in Sections 1.1. through 1.7., inclusive, including,
without limitation, all leases, easements, privileges,
right-of-way agreements, permits, servitudes, licenses or
other agreements relating to the use or ownership of surface
and subsurface properties and structures that are used or held
for use in connection with the exploration and production of
Substances from the Oil and Gas Properties, and all existing
or proposed unitization, pooling and communitization
agreements, declarations and orders to the extent they relate
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to or affect the Leases, all options, farmout agreements,
exploration agreements, operating agreements, area of mutual
interest agreements, all oil, gas liquids, condensate,
casinghead gas and gas sales, purchase, exchange, gathering,
transportation, production, storage, treatment and processing
contracts, or other contracts for the disposal of Substances
therefrom or in connection therewith and any and all
amendments, ratifications or extensions of the foregoing,
together with (I) all rights, privileges, and benefits of
Seller thereunder arising on or after the Effective Date, (II)
all claims for take-or-pay or other similar payments arising
before or after the Effective Date and (III) rights of
subrogation for any claims that arise on or after the
Effective Date under any insurance policy held by Seller that
covers the properties described in Sections 1.1 through 1.7,
inclusive (all such contracts, insofar and only insofar as
such contracts affect the properties described in Sections 1.1
through 1.7, inclusive, referred to hereinafter as the
"CONTRACTS").
1.5. EQUIPMENT. A net three percent (3%) of the right, title and
working interest in all the personal property, fixtures,
equipment leases, improvements, oil field equipment and
physical facilities or interests therein that are used or held
for use in connection with the ownership or operation of the
Oil and Gas Properties, including, without limitation, tanks
and tank batteries, disposal facilities, storage facilities,
buildings, structures, field separators and liquid extractors,
compressors, pumps, pumping units, valves, fittings, machinery
and parts, engines, boilers, meters, apparatus, implements,
tools, appliances, cables, wires, towers, casing, tubing and
rods, gathering lines or other pipelines, field gathering
systems, and all other similar fixtures and equipment (the
"EQUIPMENT").
1.6. INFORMATION AND DATA. To the extent in the possession of
Seller or any agent, employee or affiliate of Seller, copies
of all (a) abstracts, title opinions, title reports, title
policies, lease and land files, surveys, analyses,
compilations, correspondence, filings with regulatory
agencies, other documents and instruments that directly relate
to the properties described in Sections 1.1 through 1.7,
inclusive; (b) reproducible copies of computer databases that
directly relate to the properties described in Sections 1.1
through 1.7, inclusive; (c) geophysical, geological,
engineering, exploration, production, seismic and other
technical data, magnetic field recordings, digital processing
tapes, field prints, summaries, reports, maps, studies and
other analyses, whether written or in electronically
reproducible form, that directly relate to the Oil and Gas
Properties; and (d) all other books, records and files
containing financial, title or other information that directly
relate to the properties described in Sections 1.1 through
1.7, inclusive (the "DATA").
1.7. PAYMENT RIGHTS. A net three percent (3%) of the right, title
and working interest in all (a) accounts, instruments and
general intangibles (as such terms are defined in the Uniform
Commercial Code of Texas) arising from the sale or other
disposition on or after the Effective Date of any of the
Assets described in Sections 1.1 through 1.6, inclusive; and
(b) liens and security interests in favor of Seller under any
law, rule or regulation or under the Contracts arising from
the sale or other disposition on or after the Effective Date
of any of the Assets described in Sections 1.1 through 1.6,
inclusive (the "PAYMENT RIGHTS").
ARTICLE II
PURCHASE PRICE
2.1 PURCHASE PRICE. Buyer shall pay to Seller, be wire transfer, the sum of
Sixty Thousand Dollars ($67,000)(the "PURCHASE PRICE") on or before
April 15, 2004.
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ARTICLE III
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
California.
3.2. POWER AND CONFLICTS. 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. Seller has the necessary power and authority
to sell the Assets. 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 the articles of
incorporation or bylaws or other governing documents of
Seller, (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, or require any
consent, authorization or approval under any agreement or
instrument to which Seller is a party or to which any of the
Assets or Seller is bound, (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
Seller, or (d) result in the creating of any lien, charge or
encumbrance on any of the Assets.
3.3. AUTHORIZATION. The execution and delivery of this Agreement
have been, and the performance of this Agreement and the
transaction 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 the Seller.
3.4. ENFORCEABILITY. This Agreement has been duly executed and
delivered on behalf of Seller and constitutes the valid and
binding obligations of Seller enforceable in accordance with
its terms, except as enforceability may be limited by
applicable bankruptcy, reorganization or moratorium statutes,
equitable principles or other similar laws affecting the
rights of creditors generally ("EQUITABLE LIMITATIONS"). At
the 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.
3.5. LITIGATION AND CLAIMS. No claim, dispute, demand, filing,
cause of action, administrative proceeding, lawsuit or other
litigation is pending or, to the knowledge of Seller,
threatened against Seller or the Assets that could now or
hereafter adversely affect the ownership or operation of any
of the Assets. No written or oral notice from any governmental
body or any other person has been received by Seller (a)
claiming any violation or repudiation of the Assets or any
violation of any law, environmental, conservation or other
ordinance, code, rule or regulation or (b) requiring, or
calling attention to the need for any work, repairs,
construction, alternations or installations on or in
connection with the Assets with which Seller has not fully
complied.
3.6. COMPLIANCE WITH LAW AND PERMITS. Seller has obtained all
necessary governmental certificates, consents, permits,
licenses or other authorizations that are required for the
ownership of the Assets by Seller and no violations exist or
have been recorded with respect of such licenses, permits or
authorizations.
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3.7. STATUS OF CONTRACTS. All of the Contracts that relate to the
Oil and Gas Properties (a) are in full force and effect, and
(b) neither Seller nor, to the knowledge of Seller, any other
party to the Contracts (i) is in breach of or default, or with
the lapse of time or the giving of notice, or both, would be
in breach or default, with respect to any of its obligations
thereunder to the extent that such breaches or defaults have
an adverse effect on the Oil and Gas Properties or (ii) has
given or threatened to give notice of any default under or
inquiry into any possible default under, or action to alter,
terminate, rescind or procure a judicial reformation of any
Contract to the extent that such default has an adverse effect
on the Oil and Gas Properties.
3.8. PRODUCTION BURDENS, TAXES, EXPENSE AND REVENUES. To the
knowledge of Seller, all rentals, royalties, excess royalty,
overriding royalty interest and other payments due under or
with respect to the Assets have been properly and timely paid,
including, but not limited to, the distribution of all
proceeds of production for which Seller has received payment
from the Purchaser; all ad valorem, property, production,
severance and other taxes based on or measured by the
ownership of the Assets or the production of Substances
therefrom have been properly and timely paid. All expenses
payable by Seller under the terms of the Contracts have been
properly and timely paid when due except for such expenses as
are being currently paid prior to delinquency in the ordinary
course of business.
3.9. STATUS OF EQUIPMENT. The ▇▇▇▇▇ and Equipment are in good
repair, working order and operating condition and are adequate
for the operation of the Oil and Gas Properties as currently
being operated; however, the ▇▇▇▇▇ and Equipment are being
delivered in "as is-where is" condition.
3.10. LEASES. With respect to the Leases and to the knowledge of
Seller: (a) the Leases have been maintained in all material
respects according to their terms, in material compliance with
the agreements to which the Leases are subject; (b) the Leases
are presently in full force and effect and (c) no other party
to any Lease is under material breach or default with respect
to any of its material obligations thereunder.
3.11. ACCURACY OF REPRESENTATIONS. No representation or warranty by
Seller in this Agreement or any agreement or document
delivered by Seller pursuant to this Agreement contains an
untrue statement of a material fact or omits to state a
material fact necessary to make the statements contained in
any such representation or warranty, in light of the
circumstances under which it was made, not misleading. There
is no fact known to Seller that materially and adversely
affects (or may materially and adversely affect) the
operation, prospects or condition of any portion of the Assets
that has not been set forth in this Agreement.
ARTICLE IV.
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
Colorado.
4.2 POWER AND CONFLICTS. Buyer has full corporate power and
authority to carry on its business as presently conducted, to
enter into this Agreement, to purchase the Assets on the terms
described in this Agreement and to perform its other
obligations under this Agreement. 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 the articles of
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incorporation or bylaws or other governing documents of Buyer,
(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, or require any consent,
authorization or approval 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.
4.3 AUTHORIZATION. Buyer's execution and delivery of this
Agreement have been, and Buyer's performance 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
the Buyer.
4.4. 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.
4.5. CLAIMS AND LITIGATION. There is no suit, action, claim,
investigation or inquiry by any person or entity or by any
administrative agency or governmental body and no legal,
administrative or arbitration proceeding pending, or to
Buyer's knowledge, threatened against Buyer or any affiliate
of Buyer that has or will materially affect Buyer's ability to
consummate the transactions contemplated by this Agreement.
4.6. ACCURACY OF REPRESENTATIONS. No representation or warranty by
Buyer in this Agreement or any agreement or document delivered
by Buyer pursuant to this Agreement contains or will contain
an untrue statement of a material fact or omits or will omit
to state a material fact necessary to make the statements
contained in any such representation or warranty, in light of
the circumstances under which it was made, not misleading.
ARTICLE V
TITLE MATTERS
SELLER'S TITLE: Seller makes no representations or warranties as to its title to
the Oil and Gas Properties, except those created by, through or under Seller.
ARTICLE VI
CLOSING
6.1 THE CLOSING. The assignment and purchase of the Assets pursuant to this
Agreement shall be consummated (the "CLOSING") at ▇▇ ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ at the offices of Seller before 5:00 p.m. on
or before the 15th day of April 2004 (the "CLOSING DATE").
6.2 PAYMENT OF PURCHASE PRICE. Buyer shall pay to Seller the Purchase Price
by wire transfer and Seller, by execution hereof, acknowledges receipt
of the Purchase Price.
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ARTICLE VII
SURVIVAL AND INDEMNIFICATION
7.1 SURVIVAL. All representations, warranties, covenants, agreements and
indemnities of or by the parties shall survive the Closing and
execution and delivery of the assignments contemplated hereby.
7.2 SELLER'S INDEMNIFICATION. To the extent permitted by law, Seller, from
and after Closing, shall indemnify and hold harmless Buyer, its
affiliates, officers, directors, employees, agents, consultants and
representatives from and against any and all damage, loss, cost,
expense, obligation, claim or liability, including reasonable counsel
fees and reasonable expenses of investigating, defending and
prosecuting litigation (collectively, the "DAMAGES"), suffered by Buyer
as a result of any obligation or liability of Seller arising from
ownership or operation of the Assets prior to the Effective Date.
7.3 BUYER'S INDEMNIFICATION. To the extent permitted by law, Buyer, from
and after Closing, shall indemnify and hold harmless Seller, its
affiliates, officers, directors, employees, consultants, agents and
representatives from and against any and all Damages suffered by Seller
as a result of the following: (a) any liability or obligation arising
from its operation of the Assets on and after the Effective Date (other
than Damages resulting from a breach of any representation, warranty or
covenant of Seller contained in this Agreement), (b) the breach of any
representation or warranty of Buyer set forth in this Agreement; and
(c) the breach of, or failure to perform or satisfy any of the
covenants of Buyer set forth in this Agreement.
ARTICLE VIII
MISCELLANEOUS
8.1 "BUSINESS DAY" shall mean a day other than the days that banking
institutions are required or permitted to be closed under the laws of
the State of Texas.
8.2 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 laws.
8.3 INTEGRATION. This Agreement and the Exhibit attached hereto entered
into by the parties under the provisions of this Agreement set forth
the entire agreement and understanding of the parties in respect of the
transaction contemplated hereby and supersede all prior agreements,
prior arrangements and prior understandings relating to the subject
matter hereof. No representation, promise, inducement or statement of
intention has been made by Seller or Buyer that is not embodied in this
Agreement or in the documents referred to herein, and neither Seller
nor Buyer shall be bound by or liable for any alleged representation,
promise, inducement or statement of intention not so set forth.
8.4 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.
8.5 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 provision 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.
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EXECUTED as of the date first set forth above.
SELLER:
CALIFORNIA EXPLORATION, INC.
By /s/ ▇▇▇▇ ▇▇▇▇▇▇
----------------------------
▇▇▇▇ ▇▇▇▇▇▇
BUYER:
WESTPORT PETROLEUM, INC.
By /s/ ▇▇▇▇ ▇▇▇▇▇
----------------------------
▇▇▇▇ ▇▇▇▇▇
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EXHIBIT "A"
ATTACHED TO AND MADE A PART OF THAT CERTAIN
PURCHASE AND SALE AGREEMENT DATED DECEMBER 18, ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ EXTENSION
NOTE: Except where indicated otherwise, all recording references given
below are to the indicated Records of the County Clerk of ▇▇▇▇▇▇▇
County, Texas. Lot numbers given below refer to Lots located within
the Second Subdivision of the ▇. ▇. ▇▇▇▇▇▇▇ Ranch, ▇▇▇▇▇▇▇ County,
Texas, as same appears of record in Volume 2, page 43, Map and Plat
Records, ▇▇▇▇▇▇▇ County, Texas.
1. ▇▇▇▇▇▇ "D" LEASE:
Oil Gas and Mineral Lease dated December 1, 1936, from ▇. ▇. ▇▇▇▇▇▇, et ux, as
Lessor, to ▇. ▇. ▇▇▇▇▇▇▇▇▇▇ as Lessee, covering 120 acres, more or less, being
all of Lot 26 and the West one half (1/2) of Lot 27, appearing of record at
Volume 99; page 272, et seq, Deed Records. Said Lease is subject to the terms of
that certain Assignment and ▇▇▇▇ of Sale from Mobil Producing Texas and New
Mexico, Inc. to ▇. ▇. ▇▇▇▇▇▇▇, effectively dated Ap~ 1,1991, recorded in at
Volume 743 page 875, et seq, Deed Records, and to that certain Amendment and
Ratification from ▇▇▇▇▇ ▇▇▇▇▇▇, et al, countemart copies of which appear of
record beginning at Volume 744, Page 1003, et seq of the Deed Records.
(90-180-11)
2. SCHUECH "E" LEASE
Oil Gas and Mineral Lease dated January 5, 1937, from ▇. ▇. ▇▇▇▇▇▇▇, et ux as
Lessor, to ▇. ▇. ▇▇▇▇▇▇▇▇▇▇ as Lessee, covering 80 acres, more or less! being
all of Lot 31, and appearing of record at Volume 99, page 292, et seq, Deed
Records. Said Lease is subject to that certain Assignment and ▇▇▇▇ of Sale from
Mobil Producing Texas and New Mexico, Inc. to ▇. ▇. ▇▇▇▇▇▇▇, effectively dated
April 1, 1991, and appearing of record at Volume 743, page 875, et seq, of the
Deed Records (90-180-10)
3. ▇▇▇▇▇▇ "C" LEASE:
Oil Gas and Mineral Lease dated March 30, 1990! between ▇▇▇. ▇. ▇. ▇▇▇▇▇▇, et
al, Lessor, and ▇. ▇. ▇▇▇▇▇▇▇, Lessee, covering 120.0 acres of land, more or
less, being all of Lot 22, containing 80.0 acres of land, more or less, and the
East or Northeast Half of Lot 27, containing 40 acres of land, more or less,
recorded in Volume 731, page 886, Deed Records. Said Lease is subject to the
terms of that certain Amendment and Ratification from ▇▇▇▇▇ ▇▇▇▇▇▇, et al,
countemart copies of which appear of record beginning at Volume 744, Page 1028,
et seq of the Deed Records. (89-180-7)
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4. ▇▇▇▇▇▇▇ BAY PASTURE LEASE:
Oil, Gas and Mineral Lease dated October 11, 1979, from ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.1 et
al., as Lessor, to R. H ▇▇▇▇▇▇▇, as Lessee, recorded in Volume 684, Page 7, Deed
Records, ▇▇▇▇▇▇▇ County, Texas, covering 480 acres of land, more or less, out of
the ▇▇▇▇▇ ▇▇▇▇▇▇▇ Grant, A-59, ▇▇▇▇▇▇▇ County, Texas, INSOFAR AND ONLY INSOFAR
as said Lease covers a 40-acre tract described in a Partial Release dated
September 23, 1987, and appearing of record at Volume 702, Page 159, Deed
Records. (79-164-2)
5. SCHUECH "B" LEASES (ALL COVERING LOT 23):
Each of the following six leases covers 80 acres of land, more or less, being
all of Lot 23.
a. Oil, Gas and Mineral Lease dated December 3, 1981, from ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, et ux. as Lessor, to ▇. ▇. ▇▇▇▇▇▇▇, as Lessee,
recorded in Volume 611, Page 626, Deed Records. (81-168-2A)
b. Oil, Gas and Mineral Lease dated December 3.. 1981, from ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, et vir, as Lessor, to ▇. ▇. ▇▇▇▇▇▇▇,
as Lessee, recorded ill Volume 611, Page 630, Deed Records.
(81-168-2B)
c. Oil, Gas and Mineral Lease dated December 2, 1981, from ▇▇▇▇
▇▇▇▇▇▇▇, as Lessor, to ▇. ▇. ▇▇▇▇▇▇▇, as Lessee, recorded in
Volume 611, Page 634, Deed Records. (81-168-2C)
d. Oil, Gas and Mineral Lease dated December 2, 1981, from
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, et al., as Lessor, to RH. ▇▇▇▇▇▇▇, as
Lessee, recorded in Volume 612, Page 70, Deed Records.
(81-168-2D)
e. Oil, Gas and Mineral Lease dated December 17, 1981, from The
United States National Bank of Galveston, Trustee for Abe and
▇▇▇▇▇ ▇▇▇▇▇▇ Foundation, as Lessor, to ▇. ▇. ▇▇▇▇▇▇▇, as
Lessee, recorded in Volume 612, Page 251, Deed Records.
(BI-168-2E)
f. Oil, Gas and Mineral Lease dated September 23, 1983, from ▇▇
▇. ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as Lessors, to ▇. ▇. ▇▇▇▇▇▇▇, as
Lessee, recorded in Volume 636, Page 100, Deed Records.
(81-168-2F)
6. ▇▇▇▇▇▇▇ "G" LEASE:
Oil, Gas and Mineral Lease dated January 6, 1982, from ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., et
al. as Lessor, to ▇. ▇. ▇▇▇▇▇▇▇, as Lessee, recorded in Volume 612, Page 254,
Deed Records, covering 80 acres of land, more or less, being all of Lot 24.
(81-168-4)
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7. ▇▇▇▇▇▇▇ "R" LEASES:
Each of the following four leases are subject to subject to that certain
Assignment and ▇▇▇▇ of Sale from Mobil Producing Texas and New Mexico, Inc. to
▇. ▇. ▇▇▇▇▇▇▇, effectively dated January31 1991 and appearing of record at
Volume 743, page 864 et seq, of the Deed Records of ▇▇▇▇▇▇▇ County, Texas. Each
lease covers the 194.54 acres, more or less, out of Lot 46, more particularly
described in each lease.
a. Oil Gas and Mineral Lease as amended, dated February 1 1989,
from ▇▇▇▇▇▇ ▇. E Aston Individually and as Attorney-in-Fact
for ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Lessor, to Mobil Producing
Texas & New Mexico Inc., as Lessee, appearing of record at
Volume 717, page 994, et seq of the Deed Records.
(90-182-2(a))
b. Oil Gas and Mineral Lease, as amended dated February 1,1989,
from ▇▇▇▇ ▇▇▇▇▇▇▇ Lupe Individually and as Attorney-in-Fact
for ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, as Lessor, to Mobil Producing Texas &
New Mexico Inc., as Lessee, appearing of record at Volume 717,
page ~0l0, et seq, of the Deed Records. (90-182-2(b))
c. Oil Gas and Mineral Lease, as amended, dated February 1, 1989,
from ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., as Attorney-in-Fact for ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ as Lessor, to Mobil
Producing Texas & New Mexico Inc., as Lessee, appearing of
record at Volume 717, page 1002, et seq, of the Deed Records.
(90-182-2(c))
d. Oil Gas and Mineral Lease, as amended, dated February 1,
1989, from ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III, Individually and as
Attorney-in-Fact for ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Lessor, to Mobil Producing Texas & New
Mexico Inc., as Lessee, appearing of record at Volume 717,
page 1018, et seq, of the Deed Records. (90-182-2(d))
8. THE ▇▇▇▇▇▇▇▇▇ LEASES:
Each of the following four (4) leases covering Lot 26, containing 8G acres, more
or less.
a. Oil, Gas and Mineral Lease, as amended, dated October22 1991,
between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Lessor, and ▇. ▇. ▇▇▇▇▇▇▇,
Lessee, recorded in Volume 758, Page 14, Deed Records.
(90-180-13(a))
b. Oil, Gas and Mineral Lease, as amended, dated December 1,
1995, between S. ▇▇▇▇▇ ▇▇▇▇▇▇▇, Lessor, and ▇. ▇. ▇▇▇▇▇▇▇,
Lessee, a Memorandum of which appears of record at Volume 66,
Page 979, of the Official Records.
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c. Oil, Gas and Mineral Lease, as amended, dated October 22~
1991, between ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, et al, Lessor, and ▇. ▇.
▇▇▇▇▇▇▇, Lessee, recorded in Volume 753, Page 609, Deed
Records. (90-180-13(c))
d. Oil, Gas and Mineral Lease, as amended, dated October 22,1991,
between ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, et al, Lessor, and ▇. ▇. ▇▇▇▇▇▇▇,
Lessee, and recorded in Volume 752 Page 964, Deed Records.
(90-180-~3(d))
9 Oil Gas and Mineral Lease, as amended, dated October 1, 1992, from
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇., as Lessor, to RH. ▇▇▇▇▇▇▇, as Lessee. appearing of
record at Volume 766, page 617, of the Deed Records.
10 Schuech Oil Unit 8 as Designated by Unit Designation appearing of
record at Volume 159, Page 1041 of the Official Records of ▇▇▇▇▇▇▇
County, Texas, covering 40 acres more or less as the pooled leases
cover the oil and casinghead gas found in the stratigraphic equivalent
of the subsurface interval from 6821 feet to 6827 feet (as such
interval appears in the electric Log of the ▇.▇. ▇▇▇▇▇▇▇ Well No.1,
▇▇▇▇ ▇▇▇▇▇▇▇ L(pound)B~ Lease on Lot 23 of the Second Subdivision of
the ▇.▇. ▇▇▇▇▇▇▇ Ranch, ▇▇▇▇▇▇▇ County, Texas).
11. Oil, Gas and Mineral lease dated June 7, l 999 from ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ et. al. to ▇.▇. ▇▇▇▇▇▇▇, covering 80 acres more or jess, being
all of Lot 30 more particularly described in said Lease , recorded in
Volume 142, Page 724 of the Official Records of ▇▇▇▇▇▇▇ County, Texas.
12. Oil, Gas and Mineral lease dated June 7, 1999 from ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ et. al. to ▇.▇. ▇▇▇▇▇▇▇, covering 80 acres more or less, being
all of Lot 33, more particularly described in said Lease , recorded in
Volume 142, Page 700 of the Official Records of ▇▇▇▇▇▇▇ County Texas.
13. Oil, Gas and Mineral lease dated June 7, 1999 from ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ et al. to ▇.▇. ▇▇▇▇▇▇▇, covering 80 acres more or less, being
all of Lot 37, more particularly described in said Lease recorded in
Volume 142, Page 718 of the Official Records of ▇▇▇▇▇▇▇ County, Texas.
14. Oil, Gas and Mineral lease dated June 7, 1999 from ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ et. al. to ▇.▇. ▇▇▇▇▇▇▇, covering 69.07 acres more or less,
being all of Lot 40, more particularly described in said Lease,
recorded in Volume 142, Page 706.
15. Oil, Gas and Mineral lease dated June 7, 1999 from ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ et. al. to ▇.▇. ▇▇▇▇▇▇▇, covering 40 acres more or less, being
the Southwest 112 of Lot 29, more particularly described in said Lease
, recorded in Volume 142, Page 712.
16. Oil, Gas and Mineral Lease, as amended, dated June 21, 1999, from ▇▇▇▇
▇▇▇▇▇▇▇▇▇, Successor Guardian of the Estate of ▇▇▇▇▇▇▇ Schaefer1 N.C.M
to ▇.▇. ▇▇▇▇▇▇▇, covering 149.07 acres being all of Lots 32 and 39 more
particularly described in said Lease1 recorded in Volume, 144, Page
967.
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17. Oil, Gas and Mineral lease dated October 6, 1999, from Cal Parley's
Boys Ranch to ▇.▇. ▇▇▇▇▇▇▇, covering the 40 acres, more or less, being
the Northeast 1/2 of Lot 29 more particularly described in said Lease
recorded in Volume 147, Page 416.
18. Oil, Gas and Mineral lease dated June 11, 2001 from ▇▇▇▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ to S. ▇▇▇▇▇ ▇▇▇▇▇▇▇ covering SQ, more or less,
being the Southeast 1/2 of Lot 19 more particularly described in said
Lease , recorded in Volume 183, Page 561
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EXHIBIT "B"
ATTACHED TO AND MADE A PART OF THAT CERTAIN
PURCHASE AND SALE AGREEMENT DATED DECEMBER 18, ▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ EXTENSION
WELL NAME API # FIELD NAME LEASE #
▇▇▇▇▇▇▇, ▇▇▇▇ ▇. #3 42-239-31728 Bay Pasture 06321
▇▇▇▇▇▇▇, ▇▇▇▇ ▇. G-1 ▇▇-▇▇▇-▇▇▇▇▇ TW Frio 7400 08309
▇▇▇▇▇▇▇, ▇. ▇. R-2 ▇▇-▇▇▇-▇▇▇▇▇ TW Frio 41-A 08253
▇▇▇▇▇▇▇, ▇.▇. R-1 ▇▇-▇▇▇-▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ 05203
▇▇▇▇▇▇▇, ▇.▇. G-2 ▇▇-▇▇▇-▇▇▇▇▇ TW Frio 7830 06668
▇▇▇▇▇▇▇, ▇.▇ R-9 ▇▇-▇▇▇-▇▇▇▇▇ WR Bennview 04297
▇▇▇▇▇▇▇, ▇. ▇. R-4 ▇▇-▇▇▇-▇▇▇▇▇ WR 5100 08321
▇▇▇▇▇▇▇, ▇.▇. Q-1 ▇▇-▇▇▇-▇▇▇▇▇ ▇▇ ▇▇▇▇ 6400 07098
▇▇▇▇, ▇. ▇. #1 42-239-32168 WR 6840 08578
Schuech Unit 8 (B-1) ▇▇-▇▇▇-▇▇▇▇▇ ▇▇ ▇▇▇▇ 6840 08535
▇▇▇▇▇▇▇, ▇. ▇. E-6 ▇▇-▇▇▇-▇▇▇▇▇ ▇▇ ▇▇▇▇ 01674
▇▇▇▇▇▇▇, ▇. ▇. E-7 ▇▇-▇▇▇-▇▇▇▇▇ ▇▇ ▇▇▇▇ 01674
▇▇▇▇▇▇▇, ▇. ▇. E-1 ▇▇-▇▇▇-▇▇▇▇▇ ▇▇ ▇▇▇▇ 01674
▇▇▇▇▇▇▇, ▇. ▇. E-3 ▇▇-▇▇▇-▇▇▇▇▇ ▇▇ ▇▇▇▇ 01674
▇▇▇▇▇▇▇, ▇. ▇. E-5 ▇▇-▇▇▇-▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ 01637
▇▇▇▇▇▇▇, ▇▇▇▇ B-7 ▇▇-▇▇▇-▇▇▇▇▇ ▇▇ ▇▇▇▇ 6200 08219
▇▇▇▇▇▇▇, ▇▇▇▇ B-2 ▇▇-▇▇▇-▇▇▇▇▇ TW Frio 5830 152485
▇▇▇▇▇▇▇, ▇▇▇▇ B-4 ▇▇-▇▇▇-▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ 08219
Schuech Unit 1 42-239-32313 ▇▇ ▇▇▇▇ 7400 08111
Schuech Unit 9 42-239-32142 ▇▇ ▇▇▇▇ 6200 08626
▇▇▇▇▇▇ ▇.▇. C-1 ▇▇-▇▇▇-▇▇▇▇▇ ▇▇ ▇▇▇▇ 07877
▇▇▇▇▇▇ ▇.▇. C-2 ▇▇-▇▇▇-▇▇▇▇▇ ▇▇ ▇▇▇▇ 5100 07889
▇▇▇▇▇▇ ▇.▇. C-3 ▇▇-▇▇▇-▇▇▇▇▇ ▇▇ ▇▇▇▇ 7020 120228
▇▇▇▇▇▇ ▇.▇. C-4 ▇▇-▇▇▇-▇▇▇▇▇ ▇▇ ▇▇▇▇ 6200 08171
▇▇▇▇▇▇ ▇.▇. D-1 ▇▇-▇▇▇-▇▇▇▇▇ ▇▇ ▇▇▇▇ 6220 172154
▇▇▇▇▇▇ ▇.▇. D-2 ▇▇-▇▇▇-▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ 01639
WELL NAME API # FIELD NAME LEASE #
▇▇▇▇▇▇ ▇.▇. D-3 ▇▇-▇▇▇-▇▇▇▇▇ ▇▇ ▇▇▇▇ 5915 172144
▇▇▇▇▇▇ ▇.▇. D-4 ▇▇-▇▇▇-▇▇▇▇▇ ▇▇ ▇▇▇▇ 01676
▇▇▇▇▇▇ ▇.▇. D-5 ▇▇-▇▇▇-▇▇▇▇▇ ▇▇ ▇▇▇▇ 01676
▇▇▇▇▇▇ ▇.▇. D-6 ▇▇-▇▇▇-▇▇▇▇▇ ▇▇ ▇▇▇▇ 5100 08362
▇▇▇▇▇▇ ▇.▇. D-9 ▇▇-▇▇▇-▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ 01639
- 148 -
