FOURTH AMENDMENT
TO
FIRST AMENDED AND RESTATED LOAN AGREEMENT
DATED SEPTEMBER 23, 1996
BY AND BETWEEN SABA PETROLEUM COMPANY, ET AL.
AND BANK ONE, TEXAS, N.A.
This Fourth Amendment to the First Amended and Restated Loan Agreement
dated September 23, 1996 (this "Fourth Amendment") by and between SABA PETROLEUM
COMPANY, a Delaware corporation, successor by merger to Saba Petroleum Company,
a Colorado corporation (the "Borrower") et al., and BANK ONE, TEXAS, N.A., a
national banking association (the "Bank") , is entered into on this 9th day of
September 1997.
W I T N E S S E T H:
Borrower and Bank have entered into a First Amended and Restated Loan
Agreement dated September 23, 1996, as amended by the First Amendment thereto
dated November 5, 1996, the Second Amendment thereto dated August 28, 1997, and
the Third Amendment thereto dated September 5, 1997 (collectively, the "Loan
Agreement").
Borrower has requested that Bank provide a term loan to Borrower in the
approximate amount of $10,000,000.00, and that Bank amend certain provisions of
the Loan Agreement, and Bank has agreed to such amendments to the extent
expressly set forth herein.
NOW, THEREFORE, in consideration of the promises herein contained, and
for other good and valuable consideration, the receipt and sufficiency of which
are acknowledged by the Borrower and the Bank, and each intending to be legally
bound hereby, the parties agree as follows:
I. Specific Amendments to Loan Agreement.
Article I is hereby amended by adding or replacing, as applicable, the following
definitions:
"Fourth Amendment" means the Fourth Amendment to this Agreement executed by
Borrower and Bank on September 9, 1997.
"Notes" means, collectively, the Note and the Term Note, and any
extension, renewal, rearrangement of, or substitute for either of such Notes.
All references to the defined term, "Note, throughout this Agreement, as it
existed prior to the Fourth Amendment, shall be construed to refer to both of
the Notes, with the exception of the references to the term, "Note, in the
definitions of "Loan Excess" and "Note, 11 and in Sections 2.01, 2.02, 2.04,
2.10, 2.12, 2.21, 3.01, and 3.03, all of which shall remain singular and shall
be construed to refer to the Note evidencing the Revolving Loan.
"Statoil" means Statoil Exploration (US) Inc.
1
=88.10
"Statoil Purchase" means the acquisition by SETI of those certain Oil &
Gas Properties described on Exhibit "All to that certain Purchase and Sale
Agreement dated August 19, 1997, between SETI and Statoil.
Term Loan" means that certain term loan made or to be made by Bank to
Borrower pursuant to Section 2.23 hereof, to be evidenced by the Term Note.
"Term Loan Maturity Date" means December 31, 1997.
"Term Loan Rate" means: (a) prior to December 1, 1997, the Bank's Base
Rate in effect from time to time plus one percent (1%), and (b) on and after
December 1, 1997, the Bank's Base Rate in effect from time to time plus two
percent (2%).
"Term Note" means the promissory note dated September 9, 1997, made by
Borrower payable to the order of Bank, in substantially the form attached to the
First Amendment as Exhibit "A," together with all deferrals, renewals,
extensions, amendments, modifications or rearrangements thereof, which
promissory note shall evidence the advances to Borrower by Bank pursuant to
Section 2.15 hereof.
If Termination Date" means July 1, 2002; provided that solely with
respect to Borrowing Base II Loans, "Termination Date" means April 30, 1998.
Section 2.13 is hereby amended to add the following sentence at the end of such
Section.
Upon execution of the Fourth Amendment, Borrower shall pay to Bank a fee equal
to Two Hundred Thousand Dollars ($200,000.00) as consideration for Bank's
agreement to make the Term Loan.
Article II is hereby amended to add the following new sections thereto:
2.23 Term Loan. Subject to the terms and conditions and
relying on the representations and warranties contained in this Agreement,
Bank agrees to make the Term Loan to Borrower in a single advance on
September 9, 1997.
2.24 The Term Note. The obligation of Borrower to repay
the Term Loan shall be evidenced by the Term Note.
2.25 Repayment of Term Loan. Interest on the Term Note shall be
calculated at the Term Loan Rate per annum on the basis of a year of 365 or 366
days, as applicable, and for the actual number of days elapsed, and shall be
repaid by Borrower in monthly installments on the first day of each month
following the advance from Bank to ]Borrower pursuant to Section 2.23, through
and including the Term Loan Maturity
222288.10
Date, when the entire unpaid balance of the Term Loan, inclusive of principal
and interest, shall be paid in full.
Article III is hereby amended by adding the following new Section 3.16 thereto:
3. 16 Closing of Fourth Amendment. Prior to or contemporaneous with
the funding of the Term Loan pursuant to the Fourth Amendment, in addition
to Borrower satisfying the requirements of the other applicable Sections of
Article III, the Bank shall have received:
(a) Evidence satisfactory to the Bank, in its sole discretion, that the Statoil
Acquisition has been unconditionally consummated and that SETI has acquired
Marketable Title to the Statoil Properties, subject only to filing for record
the assignment from Statoil to SETI of the Statoil Properties.
(b) The Term Note and the Fourth Amendment, duly executed on
behalf of Borrower.
(c) Such Collateral Documents as may reasonably be requested by the Bank to
grant to the Bank, under Louisiana law, a mortgage, security interest, and
assignment of production on the Statoil Properties, the personal property and
equipment therein and thereon, the oil and gas produced therefrom, and the
products and proceeds thereof, together with such financing statements as may be
reasonably requested by the Bank to perfect the liens and security interests
created by such Collateral Documents, and such letters in lieu of transfer
orders as may be necessary or desirable to implement any assignment of
production contained in or resulting from such Collateral Documents.
(d) A guaranty agreement duly executed by Sabacol, in form substantially similar
to the Guaranty heretofore executed by each other Guarantor, provided that the
Indebtedness to be guaranteed by Sabacol shall be limited to the Indebtedness
evidenced by the Term Note.
(e) Certificates of the secretary or assistant secretary of Borrower, SETI, and
Sabacol, respectively, attesting to the adoption of resolutions by Borrower,
SETI, and Sabacol authorizing the transactions by each such party as evidenced
by the Fourth Amendment.
(f) A Compliance Certificate executed by Borrower.
(g) Such other documents and instruments as Bank may
reasonably request.
222288.10
Section 5.01 is hereby amended by adding the following text at the end of such
Section:
Borrower shall use the proceeds advanced under the Term Loan to make an
advance in a like amount to SETI, which Borrower shall cause SETI to use solely
for the purpose of acquiring the Statoil Properties pursuant to the Statoil
Acquisition.
II. Ratification of Guaranties. Each Guarantor hereby ratifies and confirms its
liability under the Guaranty heretofore executed by it, and confirms and agrees
that the same continues in full force and effect with respect to all of the
Indebtedness covered by the Loan Agreement, as the same may be restated,
amended, modified, renewed, or rearranged from time to time, including, but not
limited to, the Indebtedness evidenced by the Term Note. This ratification is
given for the purpose of inducing the Bank to make the advances evidenced by the
Term Note, and each Guarantor is aware that, but for such ratification and
agreement contained herein, the Bank would not extend such additional credit to
the Borrower.
III. Reaffirmation of Representations and Warranties. To induce the Bank to
enter into this Fourth Amendment, the Borrower and each Guarantor hereby
reaffirms, as of the date hereof, its representations and warranties contained
in Article IV of the Loan Agreement and in all other documents executed pursuant
thereto, and additionally represents and warrants as follows:
A. The execution and delivery of this Fourth Amendment and the
performance by the Borrower and each Guarantor of its obligations under this
Fourth Amendment are within the Borrower's and each Guarantor's power, have been
duly authorized by all necessary corporate action, have received all necessary
governmental approval (if any shall be required) , and do not and will not
contravene or conflict with any provision of law or of the charter or by-laws of
the ]Borrower or any Guarantor or of any agreement binding upon the Borrower or
any Guarantor.
13. The Loan Agreement as amended by this Fourth Amendment represents
the legal, valid and binding obligations of the Borrower and each Guarantor,
enforceable against each in accordance with their respective terms subject as to
enforcement only to bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting the enforcement of creditors' rights generally.
C. No Event of Default or Unmatured Event of Default
has occurred and is continuing as of the date hereof.
IV. Defined Terms. Except as amended hereby, terms used herein that are
defined in the Loan Agreement shall have the same meanings herein.
222288.10 4
V. Reaffirmation of Loan Agreement. This Fourth Amendment shall be deemed to be
an amendment to the Loan Agreement, and the Loan Agreement, as further amended
hereby, is hereby ratified, approved and confirmed in each and every respect.
All references to the Loan Agreement herein and in any other document,
instrument, agreement or writing shall hereafter be deemed to refer to the Loan
Agreement as amended hereby.
VI. Entire Agreement. The Loan Agreement, as hereby further amended, embodies
the entire agreement between the Borrower, the Guarantors and the Bank and
supersedes all prior proposals, agreements and understandings relating to the
subject matter hereof. The Borrower and each Guarantor certifies that it is
relying on no representation, warranty, covenant or agreement except for those
set forth in the Loan Agreement as hereby further amended and the other
documents previously executed or executed of even date herewith.
VII. Governing Law. THIS FOURTH AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND THE APPLICABLE LAWS OF THE
UNITED STATES OF AMERICA. This Fourth Amendment has been entered into in Harris
County, Texas, and it shall be performable for all purposes in Harris County,
Texas. Courts within the State of Texas shall have jurisdiction over any and all
disputes between the Borrower and the Bank, whether in law or equity, including,
but not limited to, any and all disputes arising out of or relating to this
Fourth Amendment or any other Loan Document; and venue in any such dispute
whether in federal or state court shall be laid in Harris County, Texas.
viii. ' Severability. Whenever possible each provision of this Fourth Amendment
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Fourth Amendment shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Fourth Amendment.
ix. Execution in Counterparts. This Fourth Amendment may be executed in any
number of counterparts and by the different parties on separate counterparts,
and each such counterpart shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument, and any
signed counterpart shall be deemed delivered by the party executing such
counterpart if sent to any other party hereto by electronic facsimile
transmission.
x . Section Captions.
Amendment are for convenience of reference only, and shall not affect the
construction of this Fourth Amendment.
Section captions used in this Fourth
XI. Successors and Assiqns. This Fourth Amendment shall be binding upon
the Borrower, each Guarantor and the Bank and their respective successors and
assigns, and shall inure to the benefit
222288.10 5
of the Borrower, each Guarantor and the Bank, and the respective
successors and assigns of the Bank.
XII. Non-Application of Chapter 15 of Texas Credit Codes. The provisions of
Chapter 15 of the Texas Credit Code (Vernon's Texas Civil Statutes, Article
5069-15) are specifically declared by the parties hereto not to be applicable to
the Loan Agreement as hereby further amended or any of the other Loan Documents
or to the transactions contemplated hereby.
xiii. Notice. THIS FOURTH AMENDMENT TOGETHER WITH THE LOAN AGREEMENT,
AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT ]BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Amendment to be duly executed as of the day and year first above written.
BORROWER
SABA PETROLEUM COMPANY
By:
Bradley T. Katzung
Vice President
BANK
BANK ONE, TEXAS, N.A.
By:
Linda F. Masera
Vice President
GUARANTORS:
SABA ENERGY OF TEXAS, INCORPORATED
By:
Bradley T. Katzung
President
SABA PETROLEUM, INC.
By: @ z -.@ -
Walton- C. Vance
Secretary
222288.10 6
SABA PETROLEUM OF MICHIGAN, INC.
By:
Bradley T. Katzung
President
MV VENTURES, G. P.
By: Saba Energy of Texas, Incorporated,
Managing Partner
By:
Bradley T. Katzung
President
SABACOL, INC.
By:
Walton C. Vance
Secretary
222288.10 7
EXHIBIT "All
TERM NOTE
$9,687,769.00 Houston, Texas September 9, 1997
FOR VALUE RECEIVED, SABA PETROLEUM COMPANY, a Colorado
corporation, whose address is 3201 Airpark Drive, Suite 201, Santa Maria,
California 93455 (herein called "Maker") , promises to pay to the order of BANK
ONE, TEXAS, NA, a national banking association (herein called "Payee," which
term shall also refer to any subsequent owner or holder of this Note), the sum
of NINE MILLION SIX HUNDRED EIGHTY-SEVEN THOUSAND SEVEN HUNDRED SIXTY-NINE AND
N01100 DOLLARS ($9,687,769.00) , in lawful money of the United States of
America, together with interest accruing from the date of advance on the
principal amount from time to time remaining unpaid, at the varying per annum
rate from day to day equal to the lesser of (a) the Maximum Rate (as hereinafter
defined), or (b) the Term Loan Rate (as prescribed in the Loan Agreement,
hereafter defined) , calculated on a year of three hundred sixty-five (365) or
three hundred sixty-six (366) days, as applicable. All payments of both
principal and interest shall be payable to Payee at 910 Travis Street, Houston,
Harris County, Texas 77002, or such other place as Payee may from time to time
designate to Maker in writing.
"Loan Agreement[' means that certain First Amended and
Restated Loan Agreement dated September 23, 1996, by and among Payee, Maker, et
al., as heretofore amended and as the same may be hereafter amended, extended,
restated, rearranged and/or renewed from time to time.
"Maximum Rate" means the maximum rate of nonusurious interest
from time to time permitted by applicable usury laws, as more fully defined in
the Loan Agreement.
All past due principal hereof and accrued unpaid interest
thereon shall bear interest from the maturity of such principal and interest at
the lesser of (i) the Maximum Rate or (ii) the Term Loan Rate as prescribed in
the Loan Agreement, calculated on the basis of a year of three hundred
sixty-five (365) or three hundred sixty-six (366) days, as applicable.
The principal of the indebtedness evidenced hereby shall be repaid on or before
December 31, 1997.
Interest shall be paid monthly in arrears on the first day of
each calendar month commencing October 1, 1997, and continuing regularly on the
first day of each calendar month thereafter until December 31, 1997, when the
entire amount of accrued, unpaid interest, shall be due and payable.
Maker may prepay at any time in whole, or from time to time in part, and without
any premium or penalty therefor, the
222288.10 1
Initials
principal amount hereof then remaining unpaid together with all accrued interest
payable on said principal so prepaid, all as more fully set forth in the Loan
Agreement. Any such prepayment hereunder shall be applied first to accrued but
unpaid interest on the principal so prepaid, and the balance to principal
installments in the inverse order of maturity, but no part prepayment shall,
until this Note is fully paid and satisfied, affect the obligations to continue
to pay the regular installments required hereunder until the entire indebtedness
has been paid.
If any payment hereunder falls due on a Saturday, Sunday or
public holiday on which commercial banks in Houston, Texas are permitted or
required by law to be closed, the time for such payment shall be extended to the
next day on which the Payee is open for business, and such extension of time
shall be included in the calculation of interest accruing and payable hereunder.
Payment of this Note is secured by the security interests,
mortgages and liens granted by Maker to Payee pursuant to the Loan Agreement,
the terms and conditions of which, together with all amendments and supplements
thereto, are incorporated herein by reference.
Upon happening of an Event of Default (as defined in the Loan
Agreement) specified in Subsections 7. 01 (f) or (g) of the Loan Agreement, the
entire aggregate principal amount of the indebtedness evidenced hereby and the
interest accrued thereon shall automatically become immediately due and payable,
and during the continuation of any other Event of Default, Payee may declare the
entire aggregate principal amount of all indebtedness then outstanding hereunder
and the interest accrued thereon immediately due and payable. In either case,
the entire principal and interest shall thereupon become immediately due and
payable, without notice (including, without limitation, notice of intent to
accelerate maturity or notice of acceleration of maturity) and without
presentment, demand, protest, notice of protest or other notice of default or
dishonor of any kind, except as provided to the contrary elsewhere in the Loan
Agreement, all of which are hereby expressly waived by the Maker.
If this Note or any installment hereof is not paid when due
(whether the same becomes due by demand, acceleration or otherwise) and it is
placed in the hands of an attorney for collection, or if collected through any
legal proceedings including but not limited to suit, probate, insolvency or
bankruptcy proceedings, Maker agrees to pay reasonable attorneys, fees and costs
of collection.
It is the intention of the parties hereto to comply with
applicable usury laws; accordingly, notwithstanding any provision to the
contrary in this Note, or in any of the documents securing payment hereof or
otherwise relating hereto including without limitation the Loan Agreement, in no
event shall this Note or such documents require the payment or permit the
collection of interest
222288.10 2
Initials
in excess of the maximum amount permitted by such law. If any such excess of
interest is contracted for, charged or received under this Note or under the
terms of any of the documents securing payment hereof or otherwise relating
hereto, or in the event the maturity of the indebtedness evidenced by this Note
is accelerated in whole or in part, or in the event that all or part of the
principal or interest of this Note shall be prepaid, so that under any of such
circumstances the amount of interest contracted for, charged or received under
this Note or under any of the instruments securing payment hereof or otherwise
relating hereto, on the amount of principal actually outstanding from time to
time under this Note shall exceed the maximum amount of interest permitted by
applicable usury law, then in any such event (a) the provisions of this
paragraph shall govern and control, (b) neither Maker nor any other person or
entity now or hereafter liable for the payment hereof, shall be obligated to pay
the amount of such interest to the extent that it is in excess of the maximum
amount of interest permitted by applicable usury law, (c) any such excess which
may have been collected shall be either applied as a credit against the then
unpaid principal amount hereof or refunded to Maker, at Payee's option, and (d)
the effective rate of interest shall be automatically reduced to the maximum
lawful contract rate allowed under applicable usury law as now or hereafter
construed by the courts having jurisdiction thereof. Without limiting the
foregoing, all calculations of the rate of interest contracted for, charged or
received under this Note or under such other documents which are made for the
purpose of determining whether such rate exceeds the maximum lawful contract
rate, shall be made, to the extent permitted by law, by amortizing, prorating,
allocating and spreading in equal parts during the period of the full stated
term of the indebtedness evidenced hereby, all interest at any time contracted
for, charged or received from Maker or otherwise by Payee in connection with
such indebtedness.
Except as otherwise expressly provided to the contrary in the
Loan Agreement, Maker and any and all sureties, guarantors and endorsers of this
Note and all other parties now or hereafter liable hereon, severally waive
grace, demand, presentment for payment, notice of dishonor, notice of intent to
accelerate, notice of acceleration, protest and notice of protest, any other
notice and diligence in collecting and bringing suit against any party hereto
and agree (i) to all extensions and partial payments, with or without notice,
before or after maturity, (ii) to any substitution, exchange or release of any
security now or hereafter given for this Note, (iii) to the release of any party
primarily or secondarily liable hereon, and (iv) that it will not be necessary
for Payee, in order to enforce payment of this Note, to first institute or
exhaust Payee's remedies against Maker or any other party liable therefor or
against any security for this Note.
Any check, draft, money order or other instrument given in
payment of all or any portion hereof may be accepted by Payee and handled in
collection in the customary manner, but the same shall not constitute payment
hereunder or diminish any rights of
222288.10 3
Initials
Payee except to the extent that actual cash proceeds of such instrument are
unconditionally received by Payee.
INTERNAL LAWS OF THE STATE OF TEXAS AND THE UNITED STATES OF
AMERICA; PROVIDED, HOWEVER, THAT VERNON'S TEXAS CIVIL STATUTES, ARTICLE 5069,
CHAPTER 15 (WHICH REGULATES CERTAIN REVOLVING CREDIT LOAN ACCOUNTS AND REVOLVING
TRIPARTY ACCOUNTS) SHALL NOT APPLY TO THIS NOTE.
SABA PETROLEUM COMPANY
By:
Bradley T. Katzung
Vice President
Exhibit A
Lease Date Lessor Lessee *RecordingData Gross Acres **Net Acres
Board of Levee Humble Oil & COB 66, 2258.5 2258.5
Lease 1 11-08-28 Commissioners - Refining Co. Page 518
Orleans Levee District
Lease 2 01-23-36 State of LA W. T. Burton COB 8 1, 576 576
State Lease No. 3 3 5 Page 004
Lease 3 11-21-41 State of LA Humble Oil & COB 105, 450 450
State Lease No. 508 Refining Co. Page 392
Lease 4 03-11-47 Board of Levee The Superior COB 130, 132.85 132.85
Commissioners Oil Company Page 556
TOTAL3417.353417.35
*References to Recording Data are to the public records of Plaquemines Parish, Louisiana.
**As the leases are more fully described on pages 2 and 3 of Exhibit A
Exhibit A, Page I of 5
Lease 1
That certain oil, gas and mineral lease effective November 8, 1928, granted by
the Board of Levee Commissioners of the Orleans Levee District in favor of
Humble oil & Refining Company, recorded in COB 66, Folio 518,, LESS AND EXCEPT
land lying within the surface boundaries of the Pengo Petroleum, Inc. Voluntary
Unit "B" created by instrument dated effective July 1, 1978, recorded in COB
482, Folio 429, Entry No. 76 containing 132.846 acres, more or less, from the
surface down to the stratigraphic equivalent of the base of the TEXT W Sand seen
at a depth of 13, 500 feet measured depth on the ISFSonic Log, Run No. 1, for
the Orleans Levee Board B-1 Well, dated November 10, 1975, but = less and except
the MIO 10 Sand as found at 9,500 feet to 10,240 feet measured depth on the
ISF-Sonic Log, Run No - 1 f or the Orleans Levee Board B-1 Well, dated November
10, 1975.
Lease--2
That certain oil, gas and mineral lease granted by the State of Louisiana to W.
T. Burton, effective January 23, 1936, recorded in COB 81, Folio 4, designated
State Lease 335, as to all land covered thereby lying in Townships 17 and 18
South, Range 15 East LESS AND EXCEPT (1) lands and depths released therefrom on
November 1, 1943, July 30, 1974, February 5, 1986 and September 7, 1989 and (2)
all land lying within the surface boundaries of the Pengo Petroleum, Inc.
Voluntary Unit *B" created by instrument dated effective July 1, 1978, recorded
in COB 482, Folio 429, Entry No. 76, containing 132.846 acres more or less,,
from the surface to the stratigraphic equivalent of the base of the TEXT W Sand
seen at a depth of 13,500 feet measured depth on the ISF-Sonic Log, Run No. 1,
for the Orleans Levee Board B-1 Well, dated November 10, 1975, but = less and
except the Mio 10 Sand as found at 9,500 feet to 10,240 feet measured depth on
the ISF-Sonic Logo, Run No. 1 for the Orleans Levee Board B-1 Well, dated
November 10, 1975.
Exhibit A. Page 2 of 5
That certain oil, gas and mineral lease dated effective November 21, 1941,
granted by the State of Louisiana in favor of Humble oil & Refining Company,
recorded in COB 105, Folio 392, designated State Lease 508., LESS AND EXCEPT (1)
forty acres surrounding the State Lease 508 No. 13 Well. described as beginning
at the point X 2,517,580.06 and Y - 307,462.15, then South 360 36' 35' East
1,320 feet, then South 530 23' 25" West 1,320 feet, then North 360 36' 350 West
1,320 feet, then North 530 23' 250 East 1,320 feet to the point of beginning-as
to all depths from the surface to 100 feet below the stratigraphic equivalent of
the base of the MIO 12F Sand seen at 11,818 feet (log depth) on the electric log
for the Humble State Lease 508 No. 5 Well, (2) forty acres surrounding the State
Lease 508 No. 15/15-D Wells described as beginning at the point X = 2,517,715-00
and Y = 307,443.15, then North 600 East 1,320 feet, then South 300 East 1,320
feet, then South 600 West 1,320 feet, then North 300 West 1,,320 feet to the
point of beginning as to all depths from the surface to 100 feet below the
stratigraphic equivalent of the base of the MIO 12F Sand seen at 11,818 feet
(log depth) in the State Lease 508 No. 5 Well and (3) all land and depths
released therefrom on May 6,, 1971,, September 9, 1983, September 5, 1991, and
7uly 30, 1992.
Lease 4
That certain oil, gas and mineral lease effective March 11, 1947 granted by
Board of Levee Commissioners of the Orleans Levee District to The Superior Oil
Company, recorded in COB 130, Folio 556, LESS AND EXCEPT (1) land and depths
released on March 18, 1985, (2) the 160 acres of the lease in Sections 3 and 10,
Township 18 South, Range 15 East reserved by The Superior Oil Company from the
sublease to Gulf Oil Corporation and Humble Oil & Refining Company on December
2,, 1959 (3) land lying within the surface boundaries of the Pengo Petroleum,
Inc. Voluntary Unit "B" created by instrument effective July 1, 1978, recorded
in COB 482, Folio 429, Entry No.76, containing 132.846 acres from the surface to
the stratigraphic equivalent of the base of the TEXT W Sand seen at a depth of
13,500 feet measured depth on the ISFSonic Log, Run No. 1, for the Orleans Levee
Board B-1 Well, dated November 10, 1975, but = less and except the MIO 10 Sand
as found at 9,500 feet to 10,240 feet measured depth on the ISF-Sonic Log, Run
No. 1 for the Orleans Levee Board B-1 Well, dated November 10, 1975.
UNIT/WELL SUMMARY SHEET
NRI
Unit/Well Name Operator WI OIL GAS
OLB #90; MO 9D R9
VUA (Order 364-D-2) Statoil Exploration (US) Inc.100.00% 84.5 84.5
OLB #62 Statoil Exploration (US) Inc.100.000/0 83.684731 83.684731
OLB #B-7 Statoil Exploration (US) Inc.100.00% 84.231446 84.231446
OLB #B-10 Statoil Exploration (US) Inc.100.00% 84.379981 84.379981
OLB #B-1 I Statoil Exploration (US) Inc.100.00% 84.23143 84.23143
OLB #B-1 I RI Statoil Exploration (US) Inc.100.00% 2.8639 2.8639
OLB #68 Statoil Exploration (US) Inc.100.00% 84.5 84.5
OLB #73 Statoil Exploration (US) Inc.100.00% 84.5 84.5
OLB #92 Statoil Exploration (US) Inc.100.00% 84.5 84.5
OLB #93 Statoil Exploration (US) Inc.100.00% 84.5 84.5
OLB#37 SWD
OLB #77 SHUT-IN
OLB #52 SHUT-IN
SL508 #25 & 25D Statoil Exploration (US) Inc.100.00% 78.967262 84.5
SL508 #26 & 26D Statoil Exploration (US) Inc.100.00% 78.967262 84.5
SL508 #15/15-D Statoil Exploration (US) Inc.100.00% 79.866076 79.866076
SL508 #13 & 14 SHUT-IN
VU B; Orleans Vintage Petroleum, Inc. (1)0.00% 10.059617 10.059617
Levee Board B-3
(1) ORRI
Exhibit A, Page 4 of 5
UNIT/WELL SUMMARY SHEET
NRI
Unit[Well Name Operator WI OIL GAS
BOL 5 RM SUA Statoil Exploration (US) Inc. 100.00%
OLB 490; MIO 9D R9
VUA (Order 364-D-2) Statoil Exploration (US) Inc. 100.00% 84.5,. 84.5
- -OLB #73 Statoil Exploration (US) Inc. 100.00% 84.5 84.5
OLB #62 Statoil Exploration (US) Inc. 100.00% 83.684731 83.684731
OLB #B-7 Statoil Exploration (US) Inc. 100.00% 84.231446 84.231446
OLB #B- IO Statoil Exploration (US) Inc. 100.00% 84-379981. 84.379981
OLB #B-1 I Statoil Exploration (US) Inc. 100.00% 84.23143 84.23143
OLS #B-1 I RI Statoil Exploration (US) Inc. 100.00% 0.028639 0.028639
OLB #68 Statoil Exploration (US) Inc. 100.00% 84.5 84.5
OLB #92 Statoil Exploration (US) Inc. 100.00% 84.5 84.5
OLB #93 Statoil Exploration (US) Inc. 100.00% 84.5 84.5
SL508 #25 & 25D Statoil Exploration (US) Inc. 100.00% 78.967262 84.5
SL508 #26 & 26D- Statoil Exploration (US) Inc. 100.00% 78.967262 84.5
SL508 #I 5115-D Statoil Exploration (US) Inc. 100.00% 79.866076 79.866076
1
VU B; Orleans Vintage Petroleum, Inc. 0.00%
Levee Board B-3
Exhibit A, Page 5 of 5