ILLINOIS PURCHASE AND SALE AGREEMENT Exhibit 10.3
Purchase and Sale Agreement
This Purchase and Sale Agreement ("Agreement") is made and
entered into this 7th day of October, 1998 by and between
Continental Resources, Inc. And or assigns ("collectively
Seller") and Farrar Oil Company ("Buyer").
WHEREAS, Buyer desires to purchase and Seller desires to
sell, all of Seller's right, title and interest in and to the oil
and gas leases and fee lands described on the Exhibit "A"
attached hereto together with all right, title and interest in
and to all oil and gas wells, equipment and facilities located
thereon or associated therewith.
NOW THEREFORE, in consideration of the mutual benefit to
accrue to the parties hereto and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, Seller and Buyer hereby agree as follows:
1. Purchase Price and property being sold and purchased:
In and for a total purchase price of $3,500,000.00, as may
be adjusted as hereinafter provided for, Seller shall sell,
assign, transfer and convey unto Buyer with special warranty of
title, being by, through and under, but not otherwise, all of
Seller's right, title and interest in an to the following:
A. The oil and gas leases and fee title interests
described in the two (2) Assignments of Oil and Gas Leases and
the one (1) Corporation Warranty Deed attached hereto as Exhibit
"A", together with all rights and interests appurtenant thereto
or used or obtained in connection therewith (such oil and gas
leases and fee title interests are hereinafter collectively
referred to as the "Subject Interests");
B. All oil and/or gas wells located upon or associated
with the Subject Interests, together with all materials, supplies,
machinery, equipment, improvements and other personal property of
whatsoever nature that are associated with such wells and/or are
located on or associated with such oil and gas leases;
C. All easements and rights-of-way, contractual rights and
other similar interests that are associated with or incident
to the Subject Interests.
The rights, title, interest and personal property described
in A., B., and C. are collectively referred to as the
"Properties".
2. Effective Date: The Effective Time of the
conveyance contemplated by this Agreement shall be 7:00
a.m., Central Standard Time on July 1, 1998.
3. Adjustments to Purchase Price: Attached hereto as
Exhibit "B" is a schedule reflecting certain
adjustments to be made to the Purchase Price. As shown
in said schedule, the adjusted purchase price is
$3,409,001.76 ("Adjusted Purchase Price").
4. Closing: On or before October 9, 1998 Buyer shall
deliver to Seller the full Adjusted Purchase Price.
Immediately upon receipt thereof, Seller shall deliver
to Buyer two (2) fully executed Assignments and Bills
of Sale and one (1) fully executed Corporation Warranty
Deed which convey the Properties, the forms of which
are attached hereto as Exhibit "A".
5. Like kind exchange: Buyer and Seller herein acknowledge
that this transaction may become part of an IRC Section
1.1031 tax-deferred exchange. Buyer and Seller agree
that rights and obligations under this Agreement may be
assigned to facilitate such exchange and that this
Agreement may become part of an integrated,
interdependent exchange agreement. Buyer & Seller agree
to cooperate in any manner necessary to qualify for
said exchange at the expense of the Seller.
IN WITNESS WHEREOF, this agreement is made and entered into
this 7th day of October, 1998.
"Seller"
CONTINENTAL RESOURCES, INC.
By: TOM LUTTRELL
Tom Luttrell,
Vice President - Land
"Buyer"
FARRAR OIL COMPANY
EXHIBIT "A"
ASSIGNMENT OF OIL AND GAS LEASES
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, Continental
Resources, Inc., 302 N. Independence,
Enid, Oklahoma 73702, hereinafter
called "Assignor," for and in
consideration of Ten Dollars and
Other Valuable Consideration ($10.00
& OVC), the receipt of which is
hereby acknowledged, does hereby
sell, assign, transfer, and set over
unto Farrar Oil Company, P.O. Box
747, Mt. Vernon, Illinois 62864,
hereinafter called "Assignee," ALL of
its working interest in and to the
oil and gas leased, and the lands
covered thereby, as set forth in
EXHIBIT "A" attached hereto and made
a part hereof.
Together with the rights incident
thereto and the personal property
thereon, appurtenant thereto or used
or obtained in connection therewith.
And for the same consideration the
Assignor covenants with the Assignee,
its successors and assigns, that the
Assignor is the lawful owner of the
interest assigned herein and to said
liens, encumbrances or adverse
claims.
IT IS THE INTENT OF THE ASSIGNOR TO ASSIGN ALL OF THE INTEREST
ACQUIRED BY ASSIGNOR THROUGH AN ASSIGNMENT FROM FARRAR OIL
COMPANY DATED MAY 2, 1995 AND RECORDED IN CABINET 5, DRAWER 3,
INSTRUMENT NO. 1234 IN THE RECORDS OF JEFFERSON COUNTY, ILLINOIS.
This assignment is effective the 1st day of July, 1998.
Executed this _____ day of September, 1998.
ASSIGNOR
Attest: CONTINENTAL RESOURCES, INC.
___________ HAROLD HAMM
Harold Hamm,
President
This instrument prepared by Mike McKelvy, an employee of Farrar Oil Company,
Mt. Vernon, IL 62864.
CORPORATE ACKNOWLEDGMENT
STATE OF __________ )
) SS.
COUNTY OF _________ )
I, the undersigned, a Notary Public in and for the County and
State aforesaid, do hereby certify that __________, personally known to me
to be the President of Continental Resources, Inc., a(n) __________
Corporation, and __________, personally known to me to be the __________ of
said Corporation, whose names are subscribed to the foregoing instrument,
appeared before me this day in person, and acknowledged that as such Presi-
dent and _________ they signed and delivered the said instrument of writing
as the free and voluntary act of said Corporation, and caused the seal of
said Corporation to be fixed thereto, pursuant to authority given by
the Board of Directors of said Corporation as their free and
voluntary act for the uses and purposes therein set forth.
Given under my hand and notarial seal this _____ day of September, 1998.
Notary Public
My Commission Expires:
EXHIBIT "A"
Attached to and made a part of that certain Assignment by and between
Continental Resources, Inc., Assignor, and Farrar Oil Company, Assignee
Recording Data
Lessor Lessee Date Description Cabinet/Drawer/Inst.
______ ______ ____ ____________ _____________________
(ALL IN JEFFERSON COUNTY, IL)
Margaret Cope Smith, Great Plains 3/2/87 Township 4 South, Range 4 East 3/9/3095
a widow Resources, Inc. Section 6: S/2 NW/4 NE/4, SW/4 NE/4
Judith Rosalee Britt, Great Plains 3/3/87 Township 4 South, Range 4 East 3/9/3096
a widow Resources, Inc. Section 6: S/2 NW/4 NE/4, SW/4 NE/4
Margret Ann Smith Great Plains 3/3/87 Township 4 South, Range 4 East 3/9/3094
Dorrance & George Resources, Inc. Section 6: S/2 NW/4 NE/4, SW/4 NE/4
W. Dorrance, wife
& husband
Kirby Leon Adams & Great Plains 6/1/87 Township 4 South, Range 4 East 3/9/4523
Joann Adams, Resources, Inc. Section 6: S/2 NW/4 NE/4, SW/4 NE/4,
husband & wife, 5 acres NE/4 NW/4, SE/4
& Keith Roland Adams SW/4 NW/4, SE/4 NW/4
& Beverly A. Adams,
husband & wife
H. Irene Bell Harelson Great Plains 1/25/88 Township 4 South, Range 4 East 3/10/3905
sole heir of William Resources, Inc. Section 6: SE/4 NW/4, S 5 acres
H. Harelson NE/4 NW/4
ASSIGNMENT OF OIL AND GAS LEASES
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, Continental
Resources, Inc., 302 N. Independence,
Enid, Oklahoma 73702, hereinafter
called "Assignor," for and in
consideration of Ten Dollars and
Other Valuable Consideration ($10.00
& OVC), the receipt of which is
hereby acknowledged, does hereby
sell, assign, transfer, and set over
unto Farrar Oil Company, P.O. Box
747, Mt. Vernon, Illinois 62864,
hereinafter called "Assignee," ALL of
its working interest in and to the
oil and gas leased, and the lands
covered thereby, as set forth in
EXHIBIT "A" attached hereto and made
a part hereof.
Together with the rights incident
thereto and the personal property
thereon, appurtenant thereto or used
or obtained in connection therewith.
And for the same consideration the
Assignor covenants with the Assignee,
its successors and assigns, that the
Assignor is the lawful owner of the
interest assigned herein and to said
liens, encumbrances or adverse
claims.
IT IS THE INTENT OF THE ASSIGNOR TO ASSIGN ALL OF THE INTEREST
ACQUIRED BY ASSIGNOR THROUGH TWO ASSIGNMENTS FROM FARRAR OIL
COMPANY DATED MAY 2, 1995 AND RECORDED AS DOCUMENT NO. 95-2286
AND DOCUMENT NO. 95-2287 IN THE RECORDS OF FRANKLIN COUNTY,
ILLINOIS.
This assignment is effective the 1st day of July, 1998.
Executed this ______ day of September, 1998.
ASSIGNOR
Attest: CONTINENTAL RESOURCES, INC.
HAROLD HAMM
Harold Hamm,
President
This instrument prepared by Mike McKelvy, an employee of Farrar Oil Company, Mt.
Vernon, IL 62864.
CORPORATE ACKNOWLEDGMENT
STATE OF ____________ )
) SS.
COUNTY OF __________ )
I, the undersigned, a Notary Public in and for the County and
State aforesaid, do hereby certify that __________, personally known to me
to be the President of Continental Resources, Inc., a(n) __________Corpora-
tion, and __________, personally known to me to be the __________ of said
Corporation, whose names are subscribed to the foregoing instrument, appeared
before me this day in person, and acknowledged that as such President
and __________ they signed and delivered the said instrument of writing as the
free and voluntary act of said Corporation, and caused the seal of said
Corporation to be fixed thereto, pursuant to authority given by
the Board of Directors of said Corporation as their free and
voluntary act for the uses and purposes therein set forth.
Given under my hand and notarial seal this ______ day of September, 1998.
Notary Public
My Commission Expires:
EXHIBIT "A"
Continental Resources, Inc., Assignor, and Farrar Oil Company, Assignee
Recording Data
Lessor Lessee Date Description Book/Page
______ ______ ____ ___________ _______________
(ALL IN FRANKLIN COUNTY, IL)
Board of School Great Plains 7/6/88 Township 6 South, Range 2 East 88/5072
Trustees, Franklin Resources, Inc. Section 12: 1 acre in extreme
Co., Benton Comm. Cons. NW/C NW/4 SW/4
School, Dist. No. 47
Old Ben Coal L.L. Tuck 6/27/80 Township 6 South, Range 2 East 80/3305
Company Section 13: W/2 NW/4, NW/4 SW/4
("F Lease") Section 14: E/2 NE/4, NE/4 SE/4,
N/2 SE/4 SE/4
Old Ben Coal L. L. Tuck 11/16/82 Township 6 South, Range 2 East 82/5205
Company Section 12: SW/4 except 1 acre
("G Lease") square in the NW corner thereof
Section 13: E/2 NW/4, W/2 NE/4 SW/4,
N/2 SW/4 SW/4
Section 14: W/2 NE/4, NW/4 SE/4
Old Ben Coal L. L. Tuck 5/3/83 Township 6 South, Range 2 East 83/2602
Company Section 12: NE/4 of said Sec. except
("H Lease") that portion thereof
described as follows:
Beginning at a point 288'
N of SW corner of said
NE/4, thence E 150',
thence N 75', thence
W 150', thence S
75' to the point of
beginning, NE/4 NW/4,
E/2 NW/4 NW/4,
SW/4 NW/4
Section 13: W/2 W/2 NE/4
Old Ben Coal Great Plains 8/31/88 Township 7 South, Range 3 East 88/5037
Company Resources, Inc. Section 23: E/2 SW/4, SE/4 NW/4
("K Lease")
Old Ben Coal Great Plains 7/61/89 Township 7 South, Range 3 East 89/3456
Company Resources, Inc. Section 26: NE/4, E/2 E/2 NW/4
("L Lease")
Old Ben Coal Great Plains 7/24/89 Township 6 South, Range 2 East 89/3961
Company Resources, Inc. Section 1: N/2, NE/4, NE/4 NW/4
("M Lease") Township 5 South, Range 2 East
Section 35: SE/4 SE/4, E/2 NE/4
SE/4 E/2 SE/4 NE/4
Section 36: W/2 NW/4
Old Ben Coal Great Plains 12/15/89 Township 7 South, Range3 East 90/16
Company Resources, Inc. Section 23: W/2 SE/4 SE/4,
("N Lease") SW/4 SE/4
Old Ben Coal Great Plains 9/27/93 Township 7 South, Range 3 East 93/7284
Company Resources, Inc. Section 23: NW/4 SE/4, W/2 NE/4
("R Lease") SE/4
Paul E. J.A. Matthews 10/19/48 Township 5 South, Range 3 East Z/213
Whittington Section 20: W/2 SW/4
and Hassie C.
Whittington,
his wife
Harold L. J.A. Matthews 10/20/48 Township 5 South, Range 3 East V/335
Newlin, a/k/a Section 20: W/2 SW/4
H. L. Newlin
and Verna Newlin,
his wife
H.S. Williams J.A. Matthews 10/20/48 Township 5 South, Range 3 East V/334
Leona S. Williams, Section 20: W/2 SW/4
his wife
Pearl B. Large J.A. Matthews 10/20/48 Township 5 South, Range 3 East V/333
Gilbert H. Large, Section 20: W/2 SW/4
her husband
Charles O. Stanford
Jr. and Isabel J.A. Matthews 10/20/4 Township 5 South, Range 3 East V/337
Stanford, his wife Section 20: W/2 SW/4
United States of Great Plains 1/1/89 Township 5 South, Range 2 East 93-4694
America Resources, Inc. Section 25: E/2 SW/4, E/2 NW/4
SW/4, SW/4 SW/4 except S
600' of W 630' containing
8.67 acres, more or less
United States of Great Plains 1/1/89 Township 5 South, Range 2 East 90-6731
America Resources, Inc. Section 36: NE/4 NE/4, E/2 SE/4
NE/4, E/2 NW/4, E/2 W/2 NW/4
all that part of the W 630'
lying South of the N 1250'
of the W/2 NW/4 NW/4, all
that part lying East of the W
630' of the W/2 NW/4 NW/4,
W/2 SW/4 NW/4, S/2 SW/4
NE/4 SE/4, SW/4 NW/4 SE/4,
less the following tracts:
Tract No. 140-A part of the
NE/4 SE/4 of said Section,
Township and Range, more
particularly described as
follows, to wit: Beginning
at a point on the
West line of the NE/4 SE/4 of
Sec. 36, which is southwardly,
165' from the NW corner of the
NE/4 SE/4, thence eastwardly, 330',
and parallel with the North line
of the SE/4; thence southwardly,
726', and parallel with the
West line of the NE/4 SE/4,
thence southwestwardly, 363' to a
point on the West line of the
NE/4 SE/4; which is southwardly,
1056', from the NW corner
of the NE/4 SE/4 thence
northwardly, to the point of
beginning, containing 6.00
acres, more or less,
Tract No. 351 - the S 165' of the
E 264' of the N 330' of the NW/4
NW/4 (S165.0' of E264.0' of
N330.0' of NW/4 NW/4),
containing 1.00 acre, more or
less. Sec. 36, NE/4 NE/4; E/2
SE/4 NE/4 -U.S. is
the owner of the oil and gas to a
depth of 3,500' from the surface,
and a subordination of said
minerals thereunder. Sec. 36,
NE/4 SE/4 NW/4, S/2 SE/4 NW/4
- U.S. is the owner of the oil
and gas to a depth of 2,900'
from the surface, and a subordi-
nation of said minerals there-
under. Section 36, W/2 SW/4
NW/4, all that part of the
W 630'lying South of the N 1,250' of
the W/2 NW/4 NW/4. All that
part lying East of the W
630' of the W/2 NW/4 NW/4 - U.S.
is the owner of the oil and gas
to a depth of 2,900'from the
surface and a subordination of
said minerals thereunder. Sec. 36,
SW/4 NW/4 SE/4 - U.S. is the
owner of the oil and gas to a
depth of 3,500' from the surface and
a subordination of said minerals
thereunder.
United States of Great Plains 12/1/90 Township 5 South, Range 2 East 93-4929
America Resources, Inc. Section 36: W/2 NE/4, W/2 SE/4
NE/4, N/2 NW/4 SE/4, SE/4
NW/4 SE/4 S/2 SE/4.
NW/4 NE/4, W/2 SE/4 NE/4
U.S. is the owner of oil and gas
to a depth of 3,500' from
the surface and a subordination
of said minerals.
United States of Great Plains 12/1/90 Township 6 South, Range 2 East 93-4695
America Resources, Inc. Section 1: NE/4 NE/4
less the following
beginning at the NW corner of the
NE/4 NE/4 of Sec. 1; thence
eastwardly 330.0' along the
North line of Section 1;
thence southwardly 660.0' and
parallel with the West line
of the NE/4 NE/4,
thence westwardly 330.0' and
parallel with North line of
Section 1, to a point
on the West line of the NE/4 NE/4
NE/4; thence northwardly to
the point of beginning, W/2 NE/4,
W/2 SE/4 NE/4, NW/4. (Part NE/4
NE/4 described as follows: Beginning
at the Southeast corner of the
N/2 SE/4 NE/4 NE/4 of Sec. 1;
thence westwardly, to the
Southwest corner of the N/2 SE/4
NE/4 NE/4; thence southwardly along
the East line of the W/2 NE/4 NE/4,
to a point which is northwardly
20.0' from the Southeast corner of
the W/2 NE/4 NE/4 thence westwardly
and parallel with the South
line of NE/4 NE/4, to the center
line of a public road, thence north-
wardly, along the above mentioned
centerline to a point on the South
line of the NW/4 NE/4 NE/4;
thence eastwardly, to the
Southwest corner of the E/2 NW/4
NE/4 NE/4; thence northwardly,
along the West line of the E/2
NW/4 NE/4 NE/4, to a point which
is southwardly 45' from the
Northwest corner of the E/2 NW/4
NE/4 NE/4 thence eastwardly, and
parallel with the North
line of Sec. 1, to a point on the
East line of Sec. 1; thence south-
wardly to the point of beginning,
part SW/4 NE/4 NE/4 lying West
of public highway, S/2 SE/4 NE/4
NE/4, W/2 SE/4 NE/4, SW/4 NW/4)*
*U.S. is the owner of oil and gas
to a depth of 2,900' from the
surface and a subordination of
said minerals thereunder.
Old Ben Coal Great Plains 11/4/87 Township 6 South, Range 2 East 87/6765
Company Resources, Inc. Section 1: SE/4 NW/4; E/2 SW/4
NW/4; W/2 SW/4 NE/4; NE/4 NW/4 SW/4;
N/2 NE/4 SW/4; NW/4 NW/4 SE/4;
S/2 SW/4; SW/4 SE/4;
Section 11: SE/4
Noma, Inc. Great Plains 8/31/93 Township 5 South, Range 2 East 93/7288
Resources, Inc. Section 36: E/2 NW/4 NE/4;
E/2 NE/4; SW/4 NE/4; E/2 NW/4 SE/4
NW/4 NW/4 SE/4
Geneva C. Great Plains 9/14/93 Township 5 South, Range 2 East 93/7287
Cleveland, Resources, Inc. Section 36: E/2 NW/4 SE/4; E/2 NE/4;
Sole Heir of NW/4 NW/4 SE/4
Ethel C. Rockwood
Geneva C. Great Plains 9/1/93 Township 5 South, Range 2 East 93/7286
Cleveland, Resources, Inc. Section 36: E/2 NW/4 SE/4; E/2 NE/4;
Widow of SW/4 NE/4; NW/4 NW/4 SE/4;
Clyde C. Cleveland SW/4 NW/4 SE/4
Willard L. Great Plains 9/20/93 Township 5 South, Range 2 East 93/7285
Adams Resources, Inc. Section 36: E/2 NW/4 NE/4; SW/4
NE/4; E/2 NW/4 SE/4; NW/4 NW/4
SE/4' E/2 NE/4
CORPORATION
WARRANTY DEED
THIS INDENTURE
WITNESSETH:
That the Grantor:
CONTINENTAL RESOURCES, INC.
whose address is 302 North Independence, Enid, OK 73702, being duly authorized
to transact business in the State where the following described real estate is
located, for and in consideration of Ten Dollars and other good and valuable
considerations, the receipt of which is hereby acknowledged, does hereby
CONVEY AND WARRANT to the Grantee:
FARRAR OIL COMPANY
P.O. Box 747
Mt. Vernon, Illinois 62864
and undivided one-half interest in the following described real estate, to-
wit:
The Southwest 1/4 of the Southwest 1/4 of the Northwest 1/4;
the East 1/2 of the Southeast 1/4 of the Southwest 1/4 of the Northwest
1/4; excepting the coal, oil, gas and other minerals including but not
limited to mining and surface rights underlying the same;
The Northwest 1/4 of the Southeast 1/4 of the Northwest 1/4;
excepting the coal, oil, gas and other minerals including but not
limited to mining and surface rights underlying the same;
The Northwest 1/4 of the Southwest 1/4;
subject to prior reservations, exceptions or conveyances of the coal,
oil, gas and other minerals;
All in Section 13, township 6 South, Range 2 East of the Third Principal
Meridan,
FRANKLIN COUNTY, ILLINOIS;
subject to the right of the owners of the oil, gas, coal and other minerals
and any valid and subsiding leases and related agreements pertaining thereto;
further subject to any rights-of-way and easements either shown of record or
otherwise visible or apparent;
further subject to real estate taxes levied and assessed against said real
estate for the years 1997 and 1998, due and payable in 1998 and 1999,
respectively, and subsequent years.
This conveyance is exempt under provisions of Paragraph 4E, Section 4 of the
Real Estate Transfer Tax Act.
It is the intent of the Grantor to convey all of the interest acquired from
Farrar Oil Company through a Corporation Warranty Deed dated May 15, 1995 and
recorded as Document No. 95-2563 in the records of Franklin County, Illinois.
IN WITNESS WHEREOF, said Grantor has caused its name to be signed to these
presents by its President and attested by its __________, this______ day of
September, 1998, but effective the 1st day of July, 1998.
CONTINENTAL RESOURCES, INC.
By: HAROLD HAMM
Harold Hamm,
President
ATTEST:
By:
CORPORATE ACKNOWLEDGMENT
STATE OF __________ )
) SS.
COUNTY OF __________ )
I, the undersigned, a Notary Public in and for the County and
State aforesaid, do hereby certify that __________, personally known to me to
be the President of Continental Resources, Inc., a(n) _________ Corporation,
and __________ , personally known to me to be the __________ of said Corpora-
tion, whose names are subscribed to the foregoing instrument, appeared before
me this day in person, and acknowledged that as such President and
____________ they signed and delivered the said instrument of writing as
the free and voluntary act of said Corporation, and caused the seal of said
Corporation to be fixed thereto, pursuant to authority given by
the Board of Directors of said Corporation as their free and
voluntary act for the uses and purposes therein set forth.
Given under my hand and notarial seal this ______ day of September, 1998.
Notary Public
My Commission Expires:
EXHIBIT "B"
FARRAR OIL COMPANY
CRI Purchase effective 7/1/98
Purchase Price $3,500,000.00
Adjustments:
Oil in the Tanks above the pipeline connection 12,737.34
Unbilled expenses at 7/1/98
(7,725.36)
July, 1998 Revenues paid to CRI
(54,187.31)
Property Tax
(41,822.91)
______________
Net Due CRI $3,409,001.76
=============