EXHIBIT 2(a)
PURCHASE AND SALE AGREEMENT
This Agreement, when accepted and agreed to in the manner provided below
shall constitute the terms and provisions of an agreement under which Maynard
Oil Company, a Delaware corporation, with offices at 8080 North Central
Expressway, Suite 660, Dallas, Texas 75206, hereinafter referred to as "Seller,
agrees to sell and ROC Energy, Inc., a Texas corporation, with offices at 3300
North A Street, Building Two, Suite 218A, Midland, Texas 79705, hereinafter
referred to as "Buyer," agrees to purchase all of Seller's right, title and
interest in and to certain oil and gas properties owned by Seller and located
in Crockett County, Texas, hereinafter sometimes referred to as the
"Property."
1. PROPERTY BEING SOLD. At Closing, as hereinafter defined, Seller shall
convey to Buyer the Property identified on Exhibit "A", attached hereto and
made a part hereof, including:
(a) All of Seller's right, title and interest in and to the leasehold
estates described in Exhibit "A", such leases being hereinafter called "said
leases," represented to be no less than the working and net revenue interests
set forth therein;
(b) All of Seller's right, title and interest in and to all permits,
franchises, licenses, servitudes, easements, surface leases and rights-of-way
of every character relating to said leases;
(c) All of Seller's right, title and interest in and to any contracts or
agreements including, but not limited to, rights and interest in or derived
from unit agreements, gas processing agreements, joint operating agreements,
gas contracts, gas gathering agreements, gas balancing agreements, boundary or
well line agreements, assignments of operating rights, working interest and
subleases affecting said leases.
(d) All of Seller's right, title and interest in and to producing, non-
producing and shut-in oil and gas wells, salt water disposal wells and water
wells; and
(e) All of Seller's right, title and interest in and to all surface and
down-hole equipment, fixtures, related inventory and other personal property
used in connection with the Property described in paragraphs (a) through (d)
above, excluding, however, all automobiles, trucks and communications
equipment.
2. PERFORMANCE DEPOSIT. On or before 4:00 o'clock p.m., local time,
March 29, 1996, Buyer shall tender to Seller, by wire transfer, a performance
deposit in the amount of One Hundred Thirty Eight Thousand and 00/100 Dollars
($138,000.00). The performance deposit is received solely to assure the
performance of Buyer pursuant to the terms and conditions hereof. The
performance deposit will be returned to Buyer at Closing upon consummation of
the transaction, or at Buyer's election, may be credited to the Purchase Price.
No interest shall be paid or credited to the performance deposit. If Buyer
fails, refuses, or is unable to close the sale in accordance with the terms
herein, Seller, except as otherwise herein specifically provided, may, at its
option, retain the performance deposit as agreed liquidated damages and not as
a penalty. If Seller, through no fault of Buyer, refuses to close the sale in
accordance with the terms herein, the performance deposit shall be returned to
Buyer.
3. PURCHASE PRICE. The total sum which Buyer agrees to deliver to
Seller for the property is One Million Three Hundred Eighty Thousand and 00/100
($1,380,000.00).
4. CLOSING. The closing shall take place on or before May 31, 1996, at
10:00 a.m. local time at Seller's offices in Dallas, Texas, unless the parties
mutually agree upon a later date, or, at Buyer's election, such closing may be
handled by overnight mail upon confirmation of funds received by Seller. The
following shall occur at closing:
(a) Purchase Price. Buyer will make payment of the Purchase Price
pursuant to paragraph numbered 3 above, and adjusted by Sections 2, 9, 10, 12,
16 and 20, if applicable, by wire transfer to an acc"B".
5. CONVEYANCE EFFECTIVE DATE. The conveyance from Seller to Buyer shall
be effective as of March 1, 1996, at 7:00 a.m. local time, herein called the
"Effective Date." Buyer shall assume the risk of any change in the condition
of the Property from the date of this Agreement to the date of Closing.
6. FILES AND RECORDS. Prior to Closing, Seller will make available for
examination by Buyer such title information and abstract coverage as may be
available in Seller's files. Existing abstracts and title opinions will not be
brought down to date by Seller. Seller's files will be made available to Buyer
for examination at Seller's offices in Dallas, Texas, during normal working
hours. Buyer will be permitted, to make copies of pertinent instruments or
documents contained in Seller's files. No economic analyses, interpretive
geological or geophysical data considered proprietary by Seller shall be copied
by Buyer. As soon as practicable after Closing, Seller shall deliver all of
the original files to Buyer, at Buyer's expense
7. LIMITED WARRANTY. Conveyance of the property shall be WITHOUT
WARRANTY OF TITLE EITHER EXPRESS OR IMPLIED, EXCEPT BY, THROUGH AND UNDER
ASSIGNOR, BUT NOT OTHERWISE with the right of full substitution and subrogation
in and to all rights and actions of warranty which Seller has or may have
against any and all preceding owners or vendors of the Property.
8. INDEPENDENT EVALUATION. Buyer has made an independent evaluation of
the Property and acknowledges that Seller has made no statements or
representation concerning the present or future value of the anticipated
income, costs, or profits, if any, to be derived from the Property and that
Seller DOES NOT WARRANT TITLE, DESCRIPTION, VALUE, QUALITY, CONDITION,
MERCHANTABILITY, OR FITNESS FOR PURPOSE of any of the wells, equipment, or
other pr in executing this Agreement it has relied solely upon its independent
examination of the premisterm "significant title defect" shall include any
defect which results in a loss of title in Seller such that Buyer's net revenue
interest in the affected Property is reduced or Seller's right to use the
Property as an owner, lessee, licensee, or permittee, as applicable, is
extinguished or severely restricted.
On or before April 19, 1996, Buyer shall give written notice to Seller of
interests in the Property which have significant title defects. Buyer shall be
deemed to have waived all title defects and any other defect of which Seller
has not been given notice by April 19, 1996, unless it is a significant title
defect which did not exist on or before that date.
Interests which have significant title defects shall be excluded from the
Property to be conveyed and the Purchase Price shall be reduced by the purchase
price indicated for such property on the Property Schedule attached hereto
unless: (i) prior to closing, the basis for the significant title defect has
been removed, or (ii) Buyer agrees to accept the interest notwithstanding the
defect. Loss of any lease acreage between the Effective Date and Closing due
to expiration of the lease term will not constitute a significant title defect.
10. OPERATIONS AND PRODUCTION AFTER EFFECTIVE DATE. Since the Closing
will occur subsequent to the Effective Date, Buyer will continue to operate the
Property, or cause the Property to be operated, as appropriate for the account
of Seller until Closing. Seller shall be responsible for payments of all
expenses incurred against operation of the Property prior to the Effective
Data. All production from oil and gas wells, and all proceeds from the sale
thereof, including proceeds from any imbalance and oil in storage above the
pipeline connection, attributable to All production and proceeds attributable
to production after the Effective Date shall be the property of Buyer. At
Closing, a settlement shall be made between Buyer and Seller of all production
proceedand taxes paid by Seller for the time period between the Effective Date
and Closing. The net settlement balance shall be deducted from or added to the
Purchase Price. Applicable costs and expenses will include, without
limitation, royalties, rentals, any and all taxes related to said production,
and expenses of the type customarily billed under an operating agreement with
overhead on a Fixed Rate Basis not to exceed Four Hundred Forty and 00/100
Dollars ($440.00) per producing well located on said Property. Buyer will
reimburse Seller for all workover costs, plugging, abandoning and reabandoning
costs and other major costs that Seller incurs after the Effective Date, on an
actual cost basis. Seller shall not undertake any single project reasonably
estimated to require an expenditure in excess of $15,000.00, without the prior
written consent of Buyer; however, Seller may take such steps and incur such
expenses as in its opinion are required to deal with an emergency or to
safeguard life and property.
Within one hundred twenty (120) days after the Closing, Seller and Buyer
shall make a post-closing settlement to account for all production proceeds
received and all operating expenses and taxes paid by Seller after the
Effective Date. After the post-closing settlement, additional proceeds
received by or expenses paid by either Buyer or Seller on behalf of the other
shall be settled by invoicing the other party for expenses paid or remitting to
the other party any proceeds received.
Seller shall comply with all applicable laws, ordinances, rules, and
regulations, orders, terms of permits and authorizations, of any governmental
body which may have jurisdiction over the Property and shall promptly obtain
and maintain all permits and bonds required by public authorities in connection
with the Property. As of the Effective Date, Buyer shall assume and agrees to
perform all obligations and implied covenants of Seller relating to the
Property. Buyer shall assume the risk of any change in the condition of the
Property from the Effective Date to the Closing, except to the extent any
change of condition is attributable to the negligence or willful misconduct of
Seller.
11. SUSPENDED FUNDS. As soon as practicable after the Closing, Seller
shall provide to Buyer a listing showing all net proceeds from production
attributable to the royalty and overriding royalty interests which are
currently held in suspense because of lack of identity or address of owners,
change of ownership or similar reasons, and shall transfer to Buyer all those
suspended proceeds. Buyer shall be responsible for proper distribution of all
the suspended proceeds to the parties lawfully entitled to them.
12. TAXES. Buyer shall be responsible for payment of all taxes relating
to its interests in the Property from and after the Effective Date. Seller
shall be responsible for payment of all taxes relating to its interest in the
Property prior to the Effective Date. Property and ad valorem taxes payable on
an annual basis shall be prorated between Seller and Buyer as of the Effective
Date. Buyer shall be liable for any sales tax or other transfer tax.
13. EXISTING CONTRACTS. This sale will be made ch the Property is
subject.
14. NOTICES. All notices and communications required or permitted under
this Agreement shall be in writing, deliver to or sent by U. S. Mail or Express
Delivery, postage prepaid, or by facsimile transmission, addressed as follows:
Maynard Oil Company
Attention Mrs. Cassondra Foster
8080 North Central Expressway, Suite 660
Dallas, TX 75206
Phone: (214) 891-8461
Fax: (214) 891-8827
Roc Energy, Inc.
Attention Mr. Richard C. Bott
3300 North A Street, Building Two, Suite 218A
Midland, TX 79705
Phone: (915) 686-8120
Fax: (915)
15. PARTIES IN INTEREST. This Agreement shall inure to the benefit of
and be binding upon Seller and Buyer, their respective successors and assigns.
All references contained in the Agreement shall be deemed to include Seller and
Buyer's respective successors and assigns. No assignment by any party shall
relieve any party of any duties or obligations under this Agreement.
16. PREFERENTIAL RIGHTS TO PURCHASE. Should any of the Property offered
be subject to a preferential right to purchase or consent to assign, then the
proposed sale of the Property affected thereby will be subject to Seller's
obtaining any such waiver or consent. Seller shall not be liable to Buyer by
reason of inability or failure to obtain any such waiver or consent; however,
in the event of any such waiver or consent, the parties shall reduce the
purchase price by the purchase price mutually agreed upon for such property.
17. INDEMNITY. Buyer shall assume full responsibility for the Property
purchased as of the Effective Date and shall defend and indemnify Seller, its
employees, officers and agents, against any and all losses, claims, suits,
liabilities, and expenses arising out of, in connection with or resulting from
Buyer's ownership or operation of the Property purchased, including, but not
limited to the plugging and abandonment of all existing wells. Buyer shall
comply with all covenants in the instruments in the chain of title of the
Property purchased or the instruments to which the Property is subject.
Seller shall defend and indemnify Buyer, its employees, officers and
agents, against any and all losses, claims, suits, liabilities, and expenses
arising out of, in connection with or resulting from Seller's ownership or
operation of the Property purchased prior to the effective date.
18. REGULATORY FORMS. At Closing, Seller shall deliver to Buyer signed
forms to be filed with appropt as provided herein, Buyer is granted the right
to conduct reasonable tests on each of the wells located on the Property for
the purpose of confirming their individual producing capacities. Such tests
will be performed prior to Closing and in the presence of Seller's agents,
representatives or employees, who shall be authorized to terminate or prohibit
any test which, in their judgment, could constitute a threat to the continued
productivity of the well to be tested. Seller's Engineering Manager, Jerry
Keen, Dallas, Texas (214) 891-8457 should be contacted prior to conducting such
tests to apprise Buyer the name and telephone number of Seller's agent,
representative or employee, who shall be authorized to witness same.
20. NORM, RCRA AND CERLA Buyer has inspected the Assets for all
purposes, including without limitation, for the purpose of detecting the
presence or concentration of naturally occurring radium, thorium or other such
materials (hereinafter referred to as "NORM") and satisfied itself as to their
physical and environmental condition, both surface and subsurface, and that
Buyer accepts all of the same in their "AS IS, WHERE IS" condition. Seller
disclaims all liability arising in connection with the presence of
environmental conditions such as, but not limited to, NORM on the Property, and
if any tests have been conducted by Buyer for the presence of such conditions,
Buyer disclaims any warranty respecting the accuracy of such tests for such
presence on the Property or the results of those tests and disclaims any
liability in connection with the tests or results. Buyer certifies and
acknowledges that it has all the necessary licenses under applicable state and
federal law to accept assignment of the Property.
Subject to the other provisions of this section, at Closing Buyer shall
assume and be responsible for and comply with all duties and obligations of
Seller, express or implied arising on or after the Effective Date with respect
to the properties, including, without limitation, those arising under or by
virtue of any lease, contract, agreement, document, permit, applicable statute
or rule, regulation or order of any governmental authority specifically
including, without limitation, any governmental request or requirement to plug,
re-plug and/or abandon any well of whatsoever type, status or classification or
take any clean-up or other action with respect to the Property or premises,
including hazardous waste cleanup costs under the Resource and Recovery Act
("RCRA") and the Comprehensive Environmental Response, Compensation and
Liability Act ("CERLA"), or similar laws, rules or regulations and defend,
indemnify and hold Seller harmless from any and all claims arising out of or in
connection therewith.
If Buyer discovers a material environmental condition which would
adversely affect the value of the Property by $25,000.00 or more per defect net
to Seller's interest in the affected property and Seller is not in compliance
with environmental laws, rules and regulations with respect to such property
("Environmental Defect") Buyer shall give Seller written notice thereof not
later than ten (10) business days prior to Closing together with the basis for
such assertion and data in support thereof, and shall furnish Seller with any
proposed reduction in the Sales Price attributable to each such matter. Seller
may remove the defective property from the sale, attempt to cure the defect at
Seller's sole cost and expense within one hundred twenty (120) days after the
notice, agree to a mutually acceptable purchase price reduction or terminate
this Agreement without liability to Buyer except for return of the Performance
Deposit. If Seller is unable to cure the defect, the allocated value shall be
refunded to Buyer and the defective property reassigned to Seller effective as
of the Effective Date.
21. COMPLETE AGREEMENT; SAVINGS CLAUSE. When executed by Seller and
Buyer, this Agreement shall constitute the complete agreement between the
parties regarding the purchase and sale of the Property. Where applicable, the
terms of this Agreement shall survive the Closing.
22. GOVERNING LAW AND VENUE.
This Agreement and all of its terms and provisions shall be governed by
the laws of the State of Texas.
The parties agree that venue for any dispute between l court costs and
reasonable attorneys' fees incurred.
23. FURTHER ASSURANCES.
Seller agrees that, at any time and from time to time after the date
hereof, it will, upon request of buyer, execute, acknowledge and deliver or
cause to be executed, acknowledged and delivered all further documents or
instruments as may be required in connection with the assignment and conveyance
of the Property to Buyer; and Seller shall perform and take such actions as may
be necessary or appropriate in connection with the performance by Seller of the
transactions contemplated by this Agreement.
24. MISCELLANEOUS PROVISIONS.
(a) Captions have been inserted for reference purposes only and shall not
define or limit the terms of this Agreement;
(b) If any provision of this Agreement is held invalid, such invalidity
shall not affect the remaining provisions;
(c) This Agreement cannot be modified or amended except by a written
instrument duly executed by Seller and Buyer; and
(d) Neither Seller nor Buyer, without the prior written consent of the
other party shall assign any right or obligations under this Agreement prior to
the Closing, or attempt to delegate any duty to be performed under this
Agreement. Consent to assign shall not be unreasonably withheld by either
party.
TIME IS OF THE ESSENCE HEREOF. If the foregoing sets forth your
understanding of our agreement, please so indicate by dating, signing and
returning one copy hereof on or before March 18, 1996. Failure to do so shall
result in cancellation of this agreement at Seller's option.
EXECUTED this 6th day of March, 1996.
MAYNARD OIL COMPANY
By: /s/ L. B. Carruth
------------------------------
L. B. Carruth
Vice President
ROC ENERGY, INC.
By: /s/ Richard C. Bott
------------------------------
Richard C. Bott
EXHIBIT "A"
Attached to and made a part of Purchase and Sale Agreement dated
March 6, 1996, by and between Maynard Oil Company, Seller, and Roc
Energy, Inc., Buyer
PN 611007
FOSTER A-1
EXPENSE INTEREST 0.0000000
REVENUE INTEREST 0.0136719
PN 611008
FOSTER NO. 1
EXPENSE INTEREST 0.0000000
REVENUE INTEREST 0.0136719
Mineral Deed dated September 30, 1992, by and between Chevron U.S.A. Inc.,
Grantor and Chevron PBC, Inc., as Grantee, recorded in Volume 483, Page 286 of
the Official Public Records of Crockett County, Texas, covering all of Section
33, LESS AND EXCEPT, a tract BEGINNING at a point on the northwest boundary of
said Section 33 which is 1,320' Southwest of the Northwest (correctly called
the Northeast corner in that certain Assignment and Bill of Sale dated July 25,
1990, between Chevron USA Inc. and Tom Schneider recorded in Volume 455, page
332 of the Official Public Records of Crockett County, Texas) corner of said
Section 33; THENCE Southwesterly along the Northwest boundary of Section 33
1,320'; THENCE Southeasterly and parallel with the Northeast boundary of
Section 33, 2,640' to a point on the Southeast boundary of Section 33; THENCE
Northeasterly along the Southeast boundary of Section 33, 1,320'; THENCE
Northwesterly 2,640' to the POINT OF BEGINNING, containing 560.00 acres, more
or less, all in Block 31, H&TC RR Company Survey, Crockett County, Texas. (MOC
LF-05731-AA & AA-01)
Subject to Mineral Deed dated September 21, 1965, by and between Limpia
Royalties, Grantor, to Kewanee Oil Company, Grantee, recorded in Volume 221,
page 595 of the Official Public Records of Crockett County, Texas.
PN 611002
TIPPETT J H "E"
EXPENSE INTEREST 1.0000000
REVENUE INTEREST 0.8750000
Oil and Gas Lease dated May 26, 1944, by and between J. H. Tippett, as
Lessor, and Gulf Oil Corporation, as Lessee, recorded in Volume 81, Page 57 of
the Official Public Records of Crockett County, Texas, INSOFAR AND ONLY INSOFAR
as said lease covers the Northeasterly 1/2 of Section 36, Block 31, Abstract
5209, Certificate 38/4264, H&TC RR Company Survey, being that half of said
section not fronting on the Pecos River, and being bounded on the south by a
line drawn parallel to the northeasterly line of said section and containing
332.6 acres, more or less, Crockett County, Texas. (MOC LF-05734-00)
Subject to Water Disposal Agreement between Pennzoil Petroleum Company and
Memorial Exploration Company dated August 26, 1993; Waiver of Surface Rights
from Gulf Oil Corporation to Shell Oil Company dated August 6, 1962 and Waiver
of Surface Rights from Gulf Oil Corporation to Shell Oil Company dated January
11, 1971.
PN 611003
TIPPETT J H "E" NCT B
EXPENSE INTEREST 1.0000000
REVENUE INTEREST 0.8750000
Oil and Gas Lease dated May 26, 1944, by and between J. H. Tippett, as
Lessor, and Gulf Oil Corporation, as Lessee, recorded in Volume 81, Page 57, of
the Official Public Records of Crockett County, Texas, INSOFAR AND ONLY INSOFAR
as said lease covers the Southwesterly 1/2 of Section 38, Block 31, Abstract
5210, Certificate 38/4265, H&TC RR Company Survey, being that part of said
section fronting on the Pecos River and being bounded on the north by a line
drawn parallel to the northeasterly line of said Section, and containing 327.8
acres, more or less, Crockett County, Texas. (MOC LF-05734-00)
Subject to Water Disposal Agreement between Pennzoil Petroleum Company and
Memorial Exploration Company dated August 26, 1993; Waiver of Surface Rights
from Gulf Oil Corporation to Shell Oil Company dated August 6, 1962 and Waiver
of Surface Rights from Gulf Oil Corporation to Shell Oil Company dated January
11, 1971.
PN 611004
TIPPETT J H "E" NCT C
EXPENSE INTEREST 1.0000000
REVENUE INTEREST 0.8750000
Oil and Gas Lease dated May 26, 1944, by and between J. H. Tippett, as
Lessor, and Gulf Oil Corporation, as Lessee, recorded in Volume 81, Page 57, of
the Official Public Records of Crockett County, Texas, INSOFAR AND ONLY INSOFAR
as said lease covers the Southwesterly 1/2 of Section 34, Block 31, H&TC RR
Company Survey, Abstract 5205, Certificate 38/4263, being that part of said
section fronting on the Pecos River and being bounded on the north by a line
parallel to the northeasterly line of said section and containing 329.0 acre,
more or less, Crockett County, Texas. (MOC LF-05734-00)
Subject to Water Disposal Agreement between Pennzoil Petroleum Company and
Memorial Exploration Company dated August 26, 1993; Waiver of Surface Rights
from Gulf Oil Corporation to Shell Oil
Company dated August 6, 1962; and Waiver of Surface Rights from Gulf Oil
Corporation to Shell Oil Company dated January 11, 1971.
PN 611005
TIPPETT J H "G" (SWD)
EXPENSE INTEREST 1.0000000
REVENUE INTEREST 0.8750000
Oil and Gas Lease dated May 26, 1944, by and between J. H. Tippett, as
Lessor, and Gulf Oil Corporation, as Lessee, recorded in Volume 81, page 66 of
the Official Public Records of Crockett County, Texas, INSOFAR AND ONLY INSOFAR
as said lease covers the Northeasterly 1/2 of Section 40, Block 31, H&TC RR
Company Survey, Certificate 38/4266, Abstract 5208, and being the half of said
Section 40 not fronting on the Pecos River and being bounded on the south by a
line drawn parallel to the northeasterly line of said Section 40, and
containing 325.7 acres, more or less, Crockett County, Texas. (MOC LF-05730-00)
Subject to Right-of-Way Agreement dated September 28, 1966, from Velma
Amacker and Robert P. Amacker to Gulf Oil Corporation, recorded in Volume 230,
page 55 of the Official Public Records of Crockett County, Texas, and Salt
Water Disposal Agreement dated June 29, 1967, from Velma Amacker and Robert P.
Amacker to Gulf Oil Corporation, recorded in Volume 234, page 195 of the
Conveyance Records of Crockett County, Texas.
PN 611006
TIPPETT J H "G" NCT B
EXPENSE INTEREST 1.0000000
REVENUE INTEREST 0.8750000
Oil and Gas Lease dated May 26, 1944, by and between J. H. Tippett, as
Lessor, and Gulf Oil Corporation, as Lessee, recorded in Volume 81, page 66 of
the Official Public Records of Crockett County, Texas, INSOFAR AND ONLY INSOFAR
as said lease covers the Southwesterly 1/2 of Section 42, Block 31, H&TC RR
Company Survey, Certificate 38/4267, Abstract 5207, and being that part of said
Section 42 fronting on the Pecos River and being bounded on the north by a line
drawn parallel to the northeasterly line of said Section 42, and containing
332.6 acres, more or less, Crockett County, Texas. (MOC LF-05730-00)
Subject to Right-of-Way Agreement dated September 28, 1966, from Velma
Amacker and Robert P. Amacker to Gulf Oil Corporation, recorded in Volume 230,
page 55 of the Official Public Records of Crockett County, Texas, and Salt
Water Disposal Agreement dated June 29, 1967, from Velma Amacker and Robert P.
Amacker to Gulf Oil Corporation, recorded in Volume 234, page 195 of the
Conveyance Records of Crockett County, Texas.
TIPPETT J H (UNDEVELOPED ACRES)
EXPENSE INTEREST 1.0000000
REVENUE INTEREST 0.8750000
Oil and Gas Lease dated May 26, 1944, by and between J. H. Tippett, as
Lessor, and Gulf Oil Corporation, as Lessee, recorded in Volume 81, page 66 of
the Official Public Records of Crockett County, Texas, and amended by
instrument dated November 14, 1945, recorded in Volume 85, page 218 of the
Records of Crockett County, Texas, INSOFAR AND ONLY INSOFAR as said lease
covers the Northeasterly 1/2 of Section 44, Block 31, H&TC RR Company Survey,
Certificate 38/4268, Abstract 4983, and being that half of said Section 44 not
fronting on the Pecos River, and being bounded on the south by a line drawn
parallel to the northeasterly line of said Section 44, containing 324.1 acres,
more or less; the Southwesterly 1/2 of Section 46, Block 31, H&TC RR Company
Survey, Certificate 38/4269, Abstract 4986, being that part of said Section 46
fronting on the Pecos River and being bounded on the north by a line drawn
parallel to the northeasterly line of Section 46, containing 323.5 acres, more
or less; Being the Northeast 1/4 of Section 2, Block B, GC&SF RR Company
Survey, and containing 160.465 acres, more or less; and Section 8, Block PP,
T&C R Company Survey, beginning at the southeast corner of Section 8, Thence
North along the east line of said Section 1,595 varas to the point for the
northeast corner of this tract; Thence West 486 varas to a point in the west
line of said section; Thence South along the West line 627 varas to an Ell
corner of said Section; Thence West along with most southerly north line of
said Section 143 varas to its most westerly northwest corner; thence South
along the West line of said Section 968 varas to its Southwest corner; Thence
East along the south line of said section 629 varas to the Place of Beginning,
and containing 161.86 acres, more or less, Crockett County, Texas (MOC LF-
05730-00)
Subject to Right-of-Way Agreement dated September 28, 1966, from Velma
Amacker and Robert P. Amacker to Gulf Oil Corporation, recorded in Volume 230,
page 55 of the Official Public Records of Crockett County, Texas, and Salt
Water Disposal Agreement dated June 29, 1967, from Velma Amacker and Robert P.
Amacker to Gulf Oil Corporation, recorded in Volume 234, page 195 of the
Conveyance Records of Crockett County, Texas.
Oil and Gas Lease dated May 26, 1944, by and between J. H. Tippett,
as Lessor, and Gulf Oil Corporation, as Lessee, recorded in Volume 81, Page 57,
of the Official Public Records of Crockett County, Texas, INSOFAR AND ONLY
INSOFAR as said lease covers the Northeasterly 1/2 of Section 32, Block 31,
H&TC RR Company Survey, Abstract 5206, Certificate 38/4262, and being that 1/2
of said section not fronting on the Pecos River and being bounded on the south
by a line drawn parallel to the northeasterly line of said section, containing
302.2 acres, more or less, Crockett County, Texas (MOC LF-05734-00)
Subject to Water Disposal Agreement between Pennzoil Petroleum Company and
Memorial Exploration Company dated August 26, 1993; Waiver of Surface Rights
from Gulf Oil Corporation to Shell Oil Company dated August 6, 1962; and Waiver
of Surface Rights from Gulf Oil Corporation to Shell Oil Company dated January
11, 1971.
PN 611001
STATE SCHOOL BOARD MF
EXPENSE INTEREST 1.0000000
REVENUE INTEREST 0.8333333
Oil and Gas Lease dated April 4, 1967, by and between the Commissioner of
the General Land Office, bearing serial number M-60644, as Lessor, and Gulf Oil
Corporation, as Lessee, recorded in Volume 232, page 221 of the Official Public
Records of Crockett County, Texas, and in Volume 352, page 472 of the Official
Public Records of Pecos County, Texas, and amended by instrument dated February
13, 1987, recorded in Volume 526, page 616 of the Official Public Records of
Crockett County, Texas, and being State Tract 7, Pecos River, Block 31, H&TC
Railroad Company Survey, containing 80.00 acres, more or less, bounded on the
West by a northerly extension of the East line of Section 13, Block 12, H&GN
Railroad Co. Survey, Pecos County, Texas, and bounded on the East by a
southwesterly extension of the southeast line of Section 36, Crockett County,
Texas. (MOC LF-05733-00)
Subject to Right-of-Way Agreement dated July 10, 1986, between Velma
Amacker and Robert P. Amacker and Gulf Oil Corporation, recorded in Volume 240,
page 297, Official Public Records of Crockett County, Texas and Right-of-Way
Agreement dated May 29, 1987, between Robert Kent Amacker, et al and Chevron
USA Inc., recorded in Volume 422, page 447 of the Official Public Records of
Crockett County, Texas.
EXHIBIT "B"
Attached to and made a part of Purchase and Sale Agreement dated
March 6, 1996, by and between Maynard Oil Company, Seller, and Roc
Energy, Inc., Buyer
ASSIGNMENT AND BILL OF SALE
FROM MAYNARD OIL COMPANY
TO ROC ENERGY, INC.
THE STATE OF TEXAS )
) KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF CROCKETT )
THAT, the undersigned, MAYNARD OIL COMPANY, a Delaware corporation,
with offices at 8080 North Central Expressway, Suite 660, Dallas, Texas 75206
(hereinafter called "Assignor"), for and in consideration of Ten Dollars
($10.00) and other valuable consideration to it in hand paid by ROC ENERGY,
INC., a Texas corporation, with offices at 3300 North A Street, Building Two,
Suite 218A, Midland, Texas 79705 (hereinafter called "Assignee"), does hereby
TRANSFER, ASSIGN and CONVEY unto Assignee, WITHOUT WARRANTY OF TITLE EITHER
EXPRESS OR IMPLIED, EXCEPT BY, THROUGH AND UNDER ASSIGNOR, BUT NOT OTHERWISE,
with the right of full substitution and subrogation in and to all rights and
actions of warranty which Assignor has or may have against any and all
preceding owners of the said leases, subject to the terms and conditions
contained herein, the following:
(a) All of Assignor's right, title and interest in and to the leasehold
estates described in Exhibit "A", such leases being hereinafter called "said
leases," represented to be no less than the working and net revenue interests
set forth therein, subject to all burdens, encumbrances, contracts and
agreements, which are of record and/or listed in Exhibit "A" affecting said
leases to the extent that same are in force and effect;
(b) all of Assignor's right, title and interest in and to all permits,
franchises, licenses, servitudes, easements, surface leases and rights-of-way
of every character relating to said lease;
(c) all of Assignor's right, title and interest in and to any contracts
or agreements including, but not limited to, rights and interest in or derived
from unit agreements, gas processing agreements, joint operating agreements,
gas contracts, gas gathering agreements, gas balancing agreements, boundary or
well line agreements, assignments of operating rights, working interest and
subleases affecting said leases.
For the same consideration, Assignor does hereby BARGAIN, SELL and DELIVER
unto Assignee all of its right, title and interest in and to the wells located
on said leases described in said Exhibit "A"; and Assignor does hereby further
BARGAIN, SELL and DELIVER unto Assignee all of its right, title and interest in
and to all personal property and well equipment located in, on and used in
connection with the said leases, such well, personal property and the well
equipment being hereinafter collectively called "said wells". ASSIGNOR
EXPRESSLY DISCLAIMS AND NEGATES (a) ANY IMPLIED OR EXPRESS WARRANTY OF
MERCHANTABILITY, (b) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A
PARTICULAR PURPOSE, and (c) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO
MODELS OR SAMPLES OF MATERIALS. ASSIGNEE EXPRESSLY WAIVES THE PROVISIONS OF
CHAPTER XVII, SUBCHAPTER E, SECTIONS 17.41 THROUGH 17.63, INCLUSIVE (OTHER THAN
SECTION 17.555, WHICH IS NOT WAIVED), VERNON'S TEXAS CODE ANNOTATED, BUSINESS
AND COMMERCIAL CODE.
This Assignment and Bill of Sale is executed and delivered as part of
the consummation of the transaction contemplated by that certain Purchase and
Sale Agreement between Assignor, as Seller, and Assignee, as Buyer, dated March
6, 1996 (hereinafter referred to as "Sale Agreement"). The warranties,
representations, indemnities and covenants contained in the Sale Agreement
shall survive the delivery of this Assignment in accordance with the provisions
of the Sale Agreement and the delivery of this Assigenants made in the Sale
Agreement and the terms and conditions set forth therein; provided, however,
any third parties transacting with Assignee with respect to any of the
Interests may rely on this Assignment as vesting Assignee with all of
Assignor's right, title and interest in the said leases and wells.
This Assignment and Bill of Sale shall extend to, be binding upon and
inure to the benefit of Assignor and Assignee, their respective successors and
assigns and shall be deemed covenants running with the herein described lands
and leasehold estates.
Assignee expressly assumes, as of the Effective Date, all of Assignor's
obligations relating to the said leases, including, but not limited to, the
obligation of plugging and abandoning any well on the said leases, at
Assignee's sole cost, risk and expense.
This assignment shall be effective, for all purposes as of 7:00
o'clock a.m. March 1, 1996.
EXECUTED by Assignor and Assignee in Duplicate Originals on this ____
day of _______________, 1996, but to be effective as stated above.
MAYNARD OIL COMPANY
By: ___________________________
L. B. Carruth
Vice President
ROC ENERGY, INC.
By: ___________________________
Richard C. Bott
President
THE STATE OF TEXAS )
)
COUNTY OF DALLAS )
This instrument was acknowledged before me on __________, 1996,
by Richard C. Bott, President of Roc Energy, Inc., a Texas corporation,
on behalf of said corporation.