EXHIBIT 2(c)
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 or exchange and JAVELINA ENERGY, INC., a Texas
corporation, whose post office address is P. O. Box 1237, Kingsville, Texas
78364, hereinafter referred to as "BUYER", agrees to purchase or exchange
all of SELLER'S right, title and interest in and those certain oil and gas
properties owned by SELLER and described in Exhibit "A", Property Schedule
attached hereto and made a part hereof, hereinafter sometimes referred to as
the "PROPERTY".
1. PROPERTY BEING SOLD OR EXCHANGED. At Closing, as hereinafter
defined, SELLER shall convey to BUYER the PROPERTY identified on Exhibit
"A", including:
(a) All of SELLER'S interest whether present, contingent, reversionary
or other type of interest, in and to the leasehold estates created under the
oil, gas and mineral leases described in Exhibit "A", INSOFAR AS TO THE
LANDS DESCRIBED IN EXHIBIT "A" AND INSOFAR AND ONLY INSOFAR AS TO THOSE
DEPTHS SPECIFIED IN EXHIBIT "A" WHERE A DEPTH LIMITATION IS PROVIDED, (such
leases being hereinafter called "said leases"), which interest in said
Leases and the wells situated thereon, and in any pooled units pertaining
thereto, SELLER represents to be no less than the working and net revenue
interests set forth on such Exhibit "A";
(b) All of SELLER'S fee interests, royalties, overriding royalties,
production payments, rights to take royalties in kind, or other interests in
production of oil, gas or other minerals in the lands described in Exhibit
"A", INSOFAR AND ONLY INSOFAR AS TO THOSE DEPTHS SPECIFIED IN EXHIBIT "A"
WHERE A DEPTH LIMITATION IS PROVIDED, whether created under the leases,
deeds, assignments or other instruments described in Exhibit of oil, gas or
other minerals in said lands SELLER represents to be no less than the net
revenue interest set forth on such Exhibit "A";
(c) 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;
(d) 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.
(e) 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,
injection wells and water wells on said leases or lands pooled, unitized or
communitized therewith; and
(f) 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 (e) above, excluding, however, all automobiles, trucks and
communications equipment.
2. PERFORMANCE DEPOSIT. On or before 4:00 o'clock p.m., local time,
August 15, 1996, BUYER shall tender to Bank One, Texas, N.A. ("Escrow
Agent", as provided for in Exhibit "C" hereto), by wire transfer, a
performance deposit in the amount of Fifteen Thousand and 00/100 Dollars
($15,000.00). 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
Escrow Agent for the PROPERTY, is One Hundred Fifty Thousand and 00/100
Dollars ($150,000.00)
4. CLOSING. The closing shall take place on or before August 29,
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 the Escrow Agent. 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,d
(b) Conveyance. SELLER will convey the PROPERTY to BUYER by executing
and delivering Conveyances, Assignments and Bills of Sale, a form of which
is attached hereto as Exhibit "B".
5. CONVEYANCE EFFECTIVE DATE. The conveyance from SELLER to BUYER
shall be effective as of August 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 or copies thereof 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 TITLpment, or other property located thereon or used
in connection therewith. BUYER further acknowledges that in executing this
Agreement it has relied solely upon its independent examination of the
premises and public records.
9. SIGNIFICANT TITLE DEFECT. As used in this Agreement, the term
"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 ten (10) days prior to Closing, 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 ten (10) business
days prior to Closing, 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
price allocated by Buyer for such PROPERTY on Exhibit "A", 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. PRODUCTION PROCEEDS AND EXPENSES AFTER EFFECTIVE DATE. All
production from oil and gas wells, and all proceeds from the sale thereof
attributable to production prior to the Effective Date shall be the property
of SELLER. 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 s 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, any and all taxes related to said
production.
Within one hundred twenty (120) days after the Closing, SELLER and
BUYER shall, if necessary, make a post-closing settlement to account for all
production proceeds received and all expenses, costs 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.
11. 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
interests 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.
12. EXISTING CONTRACTS. This sale will be made subject to any and all
existing operating agreements, unit agreements and interim assignments, as
well as any and all other agreements or contracts of any nature to which the
PROPERTY is subject.
13. 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 Cassondra Foster
8080 North Central Expressway, Suite 660
Dallas, TX 75206
Phone: (214) 891-8461
Fax: (214) 891-8827
Javelina Energy, Inc.
Attention Mr. Ken Perkins
Highway 141 West
Armstrong Ranch
Kingsville, TX 78364
Phone: (512) 592-6000
Fax: (512) 592-2689
14. 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.
15. 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. In the event any third party exercises its preferential right to
purchase, the price shall be the value indicated by SELLER on the Property
Schedule and the parties shall reduce the Purchase Price by the value
assigned. At Closing, if SELLER has been unable to obtain a required waiver
or consent (or the appropriate time period for asserting such rights has not
expired), the Purchase Price shall be reduced by an amount equal to the
value assigned to the interest affected by such waiver or consent. This
paragraph shall not be applicable to oil and gas leases requiring consent
by, filings with, or other actions by governmental entities in connection
with the sale or conveyance of oil and gas leases or interests therein, if
the same are customarily obtained subsequent to such sale or conveyance.
16. 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 of the PROPERTY purchased. BUYER shall
comply with all covenants in the insto 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 of
the PROPERTY purchased prior to the effective date.
17. ALLOCATED VALUES. BUYER AND SELLER herein agree upon the
allocation of the Purchase Price among the properties. Such Allocated
Values are shown on Exhibit "A", Property Schedule which is attached hereto.
In the event the net amount of the Purchase Price adjustments downward
provided for in paragraphs numbered 9, and 15 exceeds fifteen percent (15%)
of the Purchase Price, then SELLER or BUYER may, upon written notice to the
other, cancel this Agreement and the same shall be of no further force and
effect and in such event, SELLER shall promptly refund to BUYER the
Performance Deposit.
18. 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.
19. 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 the parties
pertaining to this Agreement shall be in Dallas County, Texas. In any such
dispute, the prevailing party shall be entitled to reimbursement of all
court costs and reasonable attorneys' fees incurred.
20. 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 PROPEth the performance by SELLER of
the transactions contemplated by this Agreement. SELLER agrees that
promptly after Closing they will prepare and send out letters-in-lieu to all
operators and remittors of proceeds from the sale of oil and gas from said
leases and said wells, notifying them of the transfer of SELLER'S interest
to BUYER.
21. TAX-FREE EXCHANGE. SELLER has elected to effect a like-kind
exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as
amended, and the regulations promulgated thereunder, with respect to the
PROPERTY (a "Like-Kind Exchange"). In order to effect a Like-Kind Exchange,
BUYER shall cooperate and do all acts as may be reasonably required or
requested by SELLER with regard to effecting the Like-Kind Exchange,
including, but not limited to, executing an Exchange Escrow Agreement, a
form of which is attached hereto as Exhibit "C", in accordance with Treasury
Regulation Section 1.1031(k)-1(g)(3); provided, however, BUYER SHALL INCUR NO
EXPENSE IN CONNECTION WITH SUCH LIKE-KIND EXCHANGE AND BUYER SHALL NOT BE
REQUIRED TO TAKE TITLE TO ANY PROPERTY OTHER THAN THE PROPERTY IN CONNECTION
WITH THE LIKE-KIND EXCHANGE, AND BUYER'S POSSESSION OF THE PROPERTY WILL NOT
BE DELAYED BY REASON OF ANY SUCH LIKE-KIND EXCHANGE.
22. 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 August 12, 1996. Failure to do so
shall result in cancellation of this agreement at SELLER'S option.
EXECUTED this 6th day of August, 1996.
MAYNARD OIL COMPANY
By: /s/ L. B. Carruth
___________________________
L. B. Carruth
Vice President
75-1362284
Tax Identification Number
JAVELINA ENERGY, INC.
By: /s/ Ken Perkins
___________________________
Ken Perkins
President
________________________________
Tax Identification Number
EXHIBIT "A"
PROPERTY SCHEDULE
Attached to and made a part of PURCHASE AND SALE AGREEMENT dated
August 6, 1996, by and between Maynard Oil Company, SELLER, and
Javelina Energy, Inc., BUYER
NOTE: Any reference made in this Exhibit "A" to a
property name, a lease name, a well name, a unit name,
or a PN or property number is intended for the use of
Maynard Oil Company only, and is not intended to be, nor
shall it be construed as, a part of the description of
the property herein contained or in any way affecting
the property or property interest to be conveyed to
Javelina Energy, Inc.
POWDER RIVER COUNTY, MONTANA
PN 015506
ALLOCATED VALUE $22,189.00
BELL CREEK CONSOLIDATED (MUDDY) UNIT
EXPENSE INTEREST 0.0000000
REVENUE INTEREST 0.0033578
Mineral Deed dated May 6, 1969, by and between John A. Love, Jr., et
ux, as Grantors, and Echo Oil Corporation (predecessor in title by merger to
Maynard Oil Company), as Grantee, recorded in Book 34, page 267 of the Deed
Records of Powder River County, Montana, INSOFAR AND ONLY INSOFAR as said
Deed covers the S/2 and the SW/4 NW/4 Section 28, N/2 SE/4, SE/4 SE/4
Section 29, E/2 Section 32, NW/4 and the S/2 Section 33, Township 8 South,
Range 54 East, AND INSOFAR AND ONLY INSOFAR as said Deed covers the unitized
formation of the Bell Creek Consolidated (Muddy) Unit Powder River County,
Montana (LF-60110-AA)
Mineral Deed dated May 6, 1969, by and between John A. Love, Jr., et
ux, as Grantors, and Echo Oil Corporation (predecessor in title by merger to
Maynard Oil Company), as Grantee, recorded in Book 34, page 269 of the Deed
Records of Powder River County, Montana, INSOFAR AND ONLY INSOFAR as said
Deed covers the N/2 NE/4, SW/4 NE/4, SE/4 NW/4, NW/4 SE/4, N/2 SW/4, SE/4
SW/4 Section 27, Township 9 South, Range 53 East, AND INSOFAR AND ONLY
INSOFAR as said Deed covers the unitized formation of the Bell Creek
Consolidated (Muddy) Unit Powder River County, Montana (LF-60111-AA)
CARTER COUNTY, OKLAHOMA
PN 600350
ALLOCATED VALUE $648.00
MITCHELL
EXPENSE INTEREST 0.0000000
REVENUE INTEREST 0.0041667
Royalty interest conveyed by instrument titled Assignment and Bill of
Sale effective November 1, 1994, by and between Rosewood Resources, Inc., as
Assignor, and Maynard Oil Company, as Assignee, recorded in Volume 1950,
page 32 of the Records of Carter County, Oklahoma, covering 60.00 acres,
more or less, being the NW/4 SE/4 SE/4 and the S/2 SE/4 SE/4 Section 24,
Township 1 South, Range 3 West, Carter County, Oklahoma, LIMITED to rights
from the surface to 2,000 feet below the surface (base of the Permian
formation), Carter County, Oklahoma. (LF-05701-AA)
PN 443302
ALLOCATED VALUE $1,592.00
PICKENS NO. 1-28
BEFORE PAYOUT EXPENSE INTEREST 0.0000000
BEFORE PAYOUT REVENUE INTEREST 0.0047007
AFTER PAYOUT EXPENSE INTEREST 0.0112816
AFTER PAYOUT REVENUE INTEREST 0.0091663
Oil and Gas Lease dated December 18, 1989, by and between Bessie
Gillaspy, as Lessor, and Wager & Associates, Inc., as Lessee, recorded in
Book 1613, page 7 of the Records of Carter County, Oklahoma (LF-05083-AA)
Oil and Gas Lease dated December 6, 1989, by and between Robert Dean
Morgan, as Lessor, and Wager & Associates, Inc., as Lessee, recorded in Book
1612, page 248 of the Records of Carter County, Oklahoma (LF-05083-AB)
Oil and Gas Lease dated December 8, 1989, by and between Michael Henry
Beall, as Lessor, and Wager & Associates, Inc., as Lessee, recorded in Book
1612, page 323 of the Records of Carter County, Oklahoma (LF-05083-AC)
Oil and Gas Lease dated December 7, 1989, by and between Alvin D.
Morgan, as Lessor, and Wager & Associates, Inc., as Lessee, recorded in Book
1612, page 325 of the Records of Carter County, Oklahoma (LF-05083-AD)
Oil and Gas Lease dated December 6, 1989, by and between Edith E.
Morgan, et al, as Lessor, and Wager & Associates, Inc., as
Lessee, recorded in Book 1611, page 237 of the Records of Carter County,
Oklahoma (LF-05083-AE)
Oil and Gas Lease dated December 8, 1989, by and between Storm
Associates, as Lessor, and Wager & Associates, Inc., as Lessee, recorded in
Book 1612, page 327 of the Records of Carter County, Oklahoma (LF-05083-AF)
Oil and Gas Lease dated December 8, 1989, by and between Benjamin
Roland Beall, II, as Lessor, and Wager & Associates, Inc., as Lessee,
recorded in Book 1613, page 243 of the Records of Carter County, Oklahoma
(LF-05083-AG)
Oil and Gas Lease dated December 5, 1989, by and between Maurine Massad
1980 Trust, as Lessor, and Wager & Associates, Inc., as Lessee, recorded in
Book 1613, page 238 of the Records of Carter County, Oklahoma (LF-05083-AH)
Oil and Gas Lease dated December 18, 1989, by and between Terry
Gillaspy, as Lessor, and Wager & Associates, Inc., as Lessee, recorded in
Book 1613, page 245 of the Records of Carter County, Oklahoma (LF-05083-AI)
Oil and Gas Lease dated December 8, 1989, by and between Rose Sharon
Neall Ondracek, as Lessor, and Wager & Associates, Inc., as Lessee, recorded
in Book 1612, page 549 of the Records of Carter County, Oklahoma (LF-05083-
AJ)
Oil and Gas Lease dated December 18, 1989, by and between Randy
Gillaspy, as Lessor, and Wager & Associates, Inc., as Lessee, recorded in
Book 1615, page 201 of the Records of Carter County, Oklahoma (LF-05083-AK)
Oil and Gas Lease dated December 07, 1989, by and between Kennith G.
Morgan, as Lessor, and Wager & Associates, Inc., as Lessee, recorded in Book
1623, page 299 of the Records of Carter County, Oklahoma (LF-05083-AL)
covering 40.00 acres, more or less, being the SE/4 NW/4 of Section 28,
Township 1 South, Range 3 West, LIMITED to rights from the surface to the
base of the Woodford formation as found in the Pickens 1-28 well in the SE/4
NW/4 of Section 28, Township 1 South, Range 3 West, Carter County, Oklahoma
The hereinabove referenced lease is subject to Farmout Agreement dated
February 11, 1991, from Maynard Oil Company to Chesapeake Operating, Inc.
and Operating Agreement dated February 11, 1991, by and between Chesapeake
Operating, Inc., as Operator, and Maynard Oil Company, et al, as Non-
Operator.
GRADY COUNTY, OKLAHOMA
PN 438709
ALLOCATED VALUE $7,463.00
SARAH BURKES "B"
EXPENSE INTEREST 0.0000000
REVENUE INTEREST 0.0156250 (ORI)
Oil and Gas Lease dated November 3, 1922, by and between Mrs. Sarah P.
Burkes, Guardian of Lelah Morine Burkes, as Lessor, and Walter M. Young, as
Lessee, recorded in Volume 199, page 15 of the Records of Grady County,
Oklahoma, INSOFAR AND ONLY INSOFAR as said lease covers the SW/4 SW/4 NW/4,
W/2 NW/4 SW/4 of Section 16, Township 3 North, Range 5 West, Grady County,
Oklahoma, LIMITED to rights from the surface down to a depth of 4,000 feet
below the surface, excluding wells numbered 2, 3, 4 and 5. (LF-04714-00)
The hereinabove referenced lease is subject to Purchase and Sale Agreement
by and between Shell Western and Maynard Oil Company dated December 3, 1984;
Assignment, Conveyance and Bill of Sale by and between Shell Western E&P
Inc. and Maynard Oil Company effective November 1, 1984, recorded in Volume
1477, page 187 of the Records of Grady County, Oklahoma and in Volume 1585,
page 704 of the Records of Stephens County, Oklahoma.
PN 438701 (UT-377)
ALLOCATED VALUE $24,918.00
GAGE ORDOVICIAN UNIT
EXPENSE INTEREST 0.0000000
REVENUE INTEREST 0.0072632 (ORI)
Oil and Gas Lease dated January 3, 1966, by and between James H.
Belvin, et ux, as Lessor, and John W. Baker, as Lessee, recorded in Volume
709, page 348 of the Records of Grady County, Oklahoma, covering the W/2
SW/4, W/2 NE/4 SW/4 of Section 27, Township 5 North, Range 6 West, Grady
County, Oklahoma. (LF-04713-AA)
The hereinabove referenced lease is subject to Agreement dated March 7,
1961, by and between Shell Oil Company and Socony Mobil Oil Company, Inc.;
Assignment dated April 28, 1961, effective March 7, 1961, from Shell Oil
Company to Socony Mobil Oil Company, Inc., recorded in Volume 715, page 582;
Purchase and Sale Agreement by and between Shell Western and Maynard Oil
Company dated December 3, 1984; Assignment, Conveyance and Bill of Sale by
and between Shell Western E&P Inc. and Maynard Oil Company effective
November 1, 1984, recorded in Volume 1477, page 187 of the Records of Grady
County, Oklahoma and in Volume 1585, page 704 of the Records of Stephens
County, Oklahoma.
PN 438710
ALLOCATED VALUE $1,608.00
W. E. WOODS "A"
EXPENSE INTEREST 0.0000000
REVENUE INTEREST 0.0078125 (ORI)
Oil and Gas Lease dated April 6, 1926, by and between W. E. Woods, et
ux, as Lessor, and Joe Ray, as Lessee, recorded in Volume 224, page 370, of
the Records of Grady County, Oklahoma, INSOFAR AND ONLY INSOFAR as said
lease covers the NE/4 SE/4 NE/4 of Section 17, Township 3 North, Range 5
West, Grady County, Oklahoma, being a sliding scale 1/32 overriding royalty
LIMITED to rights from the surface to 4,000 feet, excluding well numbered 3.
(LF-04715-00)
The hereinabove referenced lease is subject to Operating Agreement dated
February 18, 1944, by and between T. H. McCasland, as Operator, and Wirt
Franklin Petroleum Corporation, as Non-Operator; Operating Agreement dated
January 9, 1948, by and between Ohio Oil Company, as Operator, and T. H.
McCasland, as Non-Operator; Gas Processing Agreement - Knox Plant dated May
27, 1959, by and between Gulf Oil Corporation, as Operator, and Shell Oil
Company, et al, as Non-Operators; Operating Agreement dated August 18, 1960,
by and between British American Oil Company, as Operator, and Shell Oil
Company, as Non-Operator; Purchase and Sale Agreement by and between Shell
Western and Maynard Oil Company dated December 3, 1984; Assignment,
Conveyance and Bill of Sale by and between Shell Western E&P Inc. and
Maynard Oil Company effective November 1, 1984, recorded in Volume 1477,
page 187 of the Records of Grady County, Oklahoma and in Volume 1585, page
704 of the Records of Stephens County, Oklahoma.
ANDREWS COUNTY, TEXAS
PN 610003
ALLOCATED VALUE $11,734.00
UNIVERSITY
EXPENSE INTEREST BEFORE PAYOUT 0.0000000
REVENUE INTEREST BEFORE PAYOUT 0.0937500
REVENUE INTEREST (SECONDARY RECOVERY) 0.2187500
PN 610004
ALLOCATED VALUE $5,390
UNIVERSITY 11
EXPENSE INTEREST 0.0000000
REVENUE INTEREST 0.0546880
Oil and Gas Lease dated December 14, 1946, by and between The State of
Texas, bearing serial number M-30514 and Gulf Oil Corporation, as Lessee,
recorded in Volume 78, Page 373, of the
Conveyance Records of Andrews County, Texas, covering the SW/4 of Section
11, Block 14, University Lands, Andrews County, Texas. (LF-05722-00)
Said lease is subject to an Assignment of Oil and Gas Lease dated October 1,
1959, by and between Gulf Oil Corporation to Inca Drilling Company, recorded
in Volume 245, page 275 of the Deed Records of Andrews County, Texas and
Assignment of Oil and Gas Lease dated April 16, 1957, by and between Gulf
Oil Corporation to Garland A. Smith, recorded in Volume 196, page 508 of the
Deed Records of Andrews County, Texas; Purchase and Sale Agreement effective
January 1, 1995, by and between Pennzoil Exploration and Production Company
and Maynard Oil Company and Assignment and Bill of Sale effective January 1,
1995, by and between Pennzoil Exploration and Production Company and Maynard
Oil Company recorded in Volume 679, page 889 of the Deed Records of Andrews
County, Texas.
COLEMAN COUNTY, TEXAS
PN 035808
ALLOCATED VALUE $4,461.00
HERRING NO. 1 RLTY
EXPENSE INTEREST 0.0000000
REVENUE INTEREST 0.0625000
Oil and Gas Lease dated March 20, 1961, by and between Edgar Herring,
et ux, as Lessor, to Haynes B. Ownby Drilling Company, as Lessee, recorded
in Volume 396, page 542 of the Deed Records of Coleman County, Texas,
covering 280 acres, more or less, being out of the D. McLean Survey No. 757,
Abstract 493, the H. M. Childress Survey No. 73 and the J. R. Merrill Survey
No. 10, more particularly described in said lease, less and except 40 acres,
more or less, around the Herring D-1 well, said 40 acres being more
particularly described in assignment from Maynard Oil Company to Oil
Management Corporation effective March 1, 1989, recorded in Volume _____,
page _____ of the Deed Records of Coleman County, Texas, such lands being
located in Coleman County, Texas (LF-00286-00)
The hereinabove referenced lease is subject to Farmout Agreement dated
November 25, 1980, as amended, from Maynard Oil Company to Delray Oil, Inc.
FREESTONE COUNTY, TEXAS
PN 010109
ALLOCATED VALUE $322.00
LAYTON NO. 1 (UT-121)
EXPENSE INTEREST 0.0000000
REVENUE INTEREST 0.0127945
Oil and Gas Lease dated August 10, 1967, by and between the Estate of
B. G. Byars, et al, as Lessor, and Equitable Petroleum Management, as
Lessee, recorded in Volume 372, page 143 of the Records of Freestone County,
Texas, covering 123.48 acres of land, more or less, being out of the
Jeremiah Lee Survey and the Juan Mata Survey, more particularly described in
said lease, LIMITED to a depth of 13,369' below the surface, more
particularly described in said lease, Freestone County, Texas (LF-00532-AA)
Oil and Gas Lease dated August 21, 1967, by and between R. L. Peveto,
as Lessor, and Equitable Petroleum Management Corporation, as Lessee,
recorded in Volume 372, page 371 of the Records of Freestone County, Texas,
covering 123.48 acres of land, more or less, being out of the Jeremiah Lee
Survey and the Juan Mata Survey, more particularly described in said lease,
LIMITED to a depth of 13,369' below the surface, more particularly described
in said lease, Freestone County, Texas (LF-00532-AB)
Oil and Gas Lease dated July 7, 1966, by and between J. H. Day, et al,
as Lessor, and Hal Newman, as Lessee, recorded in Volume 363, page 791 of
the Records of Freestone County, Texas, covering 89.5 acres, more or less,
being out of the Jessie A. Weaver Survey, Abstract 656 and the J. Wilson
Survey, Abstract 657, more particularly described in said lease, LIMITED to
a depth of 13,369 feet below the surface, more particularly described in
said lease, Freestone County, Texas (LF-00533-AA)
Oil and Gas Lease dated March 6, 1968, by and between Allen Robinson,
et ux, as Lessor, and John MacDonald, as Lessee, recorded in Volume 377,
page 70 of the Records of Freestone County, Texas, covering 52.181 acres,
more or less, being out of the J. Wilson Survey, Abstract 657, LIMITED to a
depth of 13,369 feet below the surface, Freestone County, Texas (LF-00533-
AB)
Oil and Gas Lease dated March 6, 1968, by and between Robert E. Lee, et
al, as Lessor, and John MacDonald, as Lessee, recorded in Volume 377, page
75 of the Records of Freestone County, Texas, covering 52.181 acres, more or
less, being out of the J. Wilson Survey, Abstract 657, more particularly
described in said lease, LIMITED to a depth of 13,369 feet below the
surface, Freestone County, Texas (LF-00533-AC)
Oil and Gas Lease dated March 7, 1968, by and between Geneva Prowell
Baker, as Lessor, and John MacDonald, as Lessee, recorded in Volume 377,
page 73 of the Records of Freestone County, Texas, covering 52.181 acres,
more or less, being out of the J. Wilson Survey, Abstract 657, more
particularly described in said lease, LIMITED to a depth of 13,369 feet
below the surface, Freestone County, Texas (LF-00533-AD)
Oil and Gas Lease dated March 8, 1968, by and between Myrtle Cain, et
al, as Lessor, and John MacDonald, as Lessee, recorded in Volume 377, page
329 of the Records of Freestone County, Texas, covering 52.181 acres, more
or less, being out of the J. Wilson Survey, Abstract 657, more particularly
described in said lease, LIMITED to a depth of 13,369 feet below the
surface, Freestone County, Texas (LF-00533-AE)
Oil and Gas Lease dated March 8, 1968, by and between Frankie Vickers
Kucera, et al, as Lessor, and John MacDonald, as Lessee, recorded in Volume
377, page 375 of the Records of Freestone County, Texas, covering 52.181
acres, more or less, being out of the J. Wilson Survey, Abstract 657, more
particularly described in said lease, LIMITED to a depth of 13,369 feet
below the surface, Freestone County, Texas (LF-00533-AF)
Oil and Gas Lease dated March 8, 1968, by and between Louetta Graves
Freeman, et al, as Lessor, and John MacDonald, as Lessee, recorded in Volume
377, page 67 of the Records of Freestone County, Texas, covering 52.181
acres, more or less, being out of the J. Wilson Survey, Abstract 657, more
particularly described in said lease, LIMITED to a depth of 13,369 feet
below the surface, Freestone County, Texas (LF-00533-AG)
Oil and Gas Lease dated March 8, 1968, by and between Millie Robinson,
et al, as Lessor, and John MacDonald, as Lessee, recorded in Volume 377,
page 210 of the Records of Freestone County, Texas, covering 52.181 acres,
more or less, being out of the J. Wilson Survey, Abstract 657, more
particularly described in said lease, LIMITED to a depth of 13,369 feet
below the surface, Freestone County, Texas (LF-00533-AH)
Oil and Gas Lease dated March 8, 1968, by and between Walker C. Harris,
et al, as Lessor, and John MacDonald, as Lessee, recorded in Volume 377,
page 126 of the Records of Freestone County, Texas, covering 52.181 acres,
more or less, being out of the J. Wilson Survey, Abstract 657, more
particularly described in said lease, LIMITED to a depth of 13,369 feet
below the surface, Freestone County, Texas (LF-00533-AI)
Oil and Gas Lease dated March 8, 1968, by and between Samuel T. Harris,
as Lessor, and John MacDonald, as Lessee, recorded in Volume 377, page 204
of the Records of Freestone County, Texas, covering 52.181 acres, more or
less, being out of the J. Wilson Survey, Abstract 657, more particularly
described in said lease, LIMITED to a depth of 13,369 feet below the
surface, Freestone County, Texas (LF-00533-AJ)
Oil and Gas Lease dated March 8, 1968, by and between A. W. Vickers, as
Lessor, and John MacDonald, as Lessee, recorded in Volume 377, page 494 of
the Records of Freestone County, Texas, covering 52.181 acres, more or less,
being out of the J. Wilson Survey, Abstract 657, more particularly described
in said lease, LIMITED to a depth of 13,369 feet below the surface,
Freestone County, Texas (LF-00533-AK)
Oil and Gas Lease dated March 8, 1968, by and between Eloise
McClintock, et vir, as Lessor, and John MacDonald, as Lessee, recorded in
Volume 377, page 491 of the Records of Freestone County, Texas, covering
52.181 acres, more or less, being out of the J. Wilson Survey, Abstract 657,
more particularly described in said lease, LIMITED to a depth of 13,369 feet
below the surface, Freestone County, Texas (LF-00533-AL)
Oil and Gas Lease dated March 8, 1968, by and between Billie Jayne
Parish, et al, as Lessor, and John MacDonald, as Lessee, recorded in Volume
377, page 471 of the Records of Freestone County, Texas, covering 52.181
acres, more or less, being out of the J. Wilson Survey, Abstract 657, more
particularly described in said lease, LIMITED to a depth of 13,369 feet
below the surface, Freestone County, Texas (LF-00533-AM)
Oil and Gas Lease dated March 18, 1968, by and between John Mitchell
Prowell, Jr., as Lessor, and John MacDonald, as Lessee, recorded in Volume
377, page 478 of the Records of Freestone County, Texas, covering 52.181
acres, more or less, being out of the J. Wilson Survey, Abstract 657, more
particularly described in said lease, LIMITED to a depth of 13,369 feet
below the surface, Freestone County, Texas (LF-00533-AN)
Oil and Gas Lease dated March 18, 1968, by and between Elizabeth C.
Elliott, et al, as Lessor, and John MacDonald, as Lessee, recorded in Volume
377, page 623 of the Records of Freestone County, Texas, covering 52.181
acres, more or less, being out of the J. Wilson Survey, Abstract 657, more
particularly described in said lease, LIMITED to a depth of 13,369 feet
below the surface, Freestone County, Texas (LF-00533-AO)
Oil and Gas Lease dated March 8, 1968, by and between Frances Vickers
Medlin, et al, as Lessor, and John MacDonald, as Lessee, recorded in Volume
377, page 670 of the Records of Freestone County, Texas, covering 52.181
acres, more or less, being out of the J. Wilson Survey, Abstract 657, more
particularly described in said lease, LIMITED to a depth of 13,369 feet
below the surface, Freestone County, Texas (LF-00533-AP)
Oil and Gas Lease dated March 8, 1968, by and between Ross E. Prowell,
as Lessor, and John MacDonald, as Lessee, recorded in Volume 378, page 50 of
the Records of Freestone County, Texas, covering 52.181 acres, more or less,
being out of the J. Wilson Survey, Abstract 657, more particularly described
in said lease, LIMITED to a depth of 13,369 feet below the surface,
Freestone County, Texas (LF-00533-AQ)
Oil and Gas Lease dated March 8, 1968, by and between Mary Scarbrough
French, et vir, as Lessor, and John MacDonald, as Lessee, recorded in Volume
378, page 163 of the Records of Freestone County, Texas, covering 52.181
acres, more or less, being out of the J. Wilson Survey, Abstract 657, more
particularly described in said lease, LIMITED to a depth of 13,369 feet
below the surface, Freestone County, Texas (LF-00533-AR)
Oil and Gas Lease dated March 8, 1968, by and between B. C. Prowell, as
Lessor, and John MacDonald, as Lessee, recorded in Volume 378, page 166 of
the Records of Freestone County, Texas, covering 52.181 acres, more or less,
being out of the J. Wilson Survey, Abstract 657, more particularly described
in said lease, LIMITED to a depth of 13,369 feet below the surface,
Freestone County, Texas (LF-00533-AS)
Oil and Gas Lease dated March 8, 1968, by and between Dollie Thompson,
et vir, as Lessor, and John MacDonald, as Lessee, recorded in Volume 377,
page 633 of the Records of Freestone County, Texas, covering 52.181 acres,
more or less, being out of the J. Wilson Survey, Abstract 657, more
particularly described in said lease, LIMITED to a depth of 13,369 feet
below the surface, Freestone County, Texas (LF-00533-AT)
Oil and Gas Lease dated March 8, 1968, by and between Calvin D.
Prowell, as Lessor, and John MacDonald, as Lessee, recorded in Volume 377,
page 673 of the Records of Freestone County, Texas, covering 52.181 acres,
more or less, being out of the J. Wilson Survey, Abstract 657, more
particularly described in said lease, LIMITED to a depth of 13,369 feet
below the surface, Freestone County, Texas (LF-00533-AU)
Oil and Gas Lease dated July 11, 1966, by and between Audie A.
Davidson, et ux, as Lessor, and Hal Newman, as Lessee, recorded in Volume
361, page 754 of the Records of Freestone County, Texas, covering 46.2
acres, more or less, being out of the Graham Jackson Survey, Abstract 341,
and the Jesse A. Weaver Survey, Abstract 656, more particularly described in
said lease, LIMITED to a depth of 13,369 feet below the surface, Freestone
County, Texas (LF-00534-00)
Oil and Gas Lease dated July 8, 1966, by and between John P. Neece,
Jr., et al, as Lessor, and Hal Newman, as Lessee, recorded in Volume 361,
page 717 of the Records of Freestone County, Texas, covering 35.0 acres,
more or less, being out of the Graham Jackson Survey, Abstract 341, more
particularly described in said lease, LIMITED to a depth of 13,369 feet
below the surface, Freestone County, Texas (LF-00535-00)
Oil and Gas Lease dated July 22, 1966, by and between Dee Garrett
Lively, et vir, as Lessor, and H. R. Lively, as Lessee, recorded in Volume
361, page 739 of the Records of Freestone County, Texas, covering 17.52
acres, more or less, being out of the Graham Jackson Survey, Abstract 341,
and the A. White Survey,
Abstract 648, more particularly described in said lease, LIMITED to a depth
of 13,369 feet below the surface, Freestone County, Texas (LF-00536-AA)
Oil and Gas Lease dated July 22, 1966, by and between W. L. Garrett, as
Lessor, and Hal Newman, as Lessee, recorded in Volume 361, page 742 of the
Records of Freestone County, Texas, covering 17.52 acres, more or less,
being out of the Graham Jackson Survey, Abstract 341, and the A. White
Survey, Abstract 648, more particularly described in said lease, LIMITED to
a depth of 13,369 feet below the surface, Freestone County, Texas (LF-00536-
AB)
Oil and Gas Lease dated July 25, 1966, by and between Fred Garrett, as
Lessor, and Hal Newman, as Lessee, recorded in Volume 362, page 407 of the
Records of Freestone County, Texas, covering 17.52 acres, more or less,
being out of the Graham Jackson Survey, Abstract 341, and the A. White
Survey, Abstract 648, more particularly described in said lease, LIMITED to
a depth of 13,369 feet below the surface, Freestone County, Texas (LF-00536-
AC)
Oil and Gas Lease dated July 25, 1966, by and between C. R. Ragsdale,
as Lessor, and Hal Newman, as Lessee, recorded in Volume 362, page 410 of
the Records of Freestone County, Texas, covering 17.52 acres, more or less,
being out of the Graham Jackson Survey, Abstract 341, and the A. White
Survey, Abstract 648, more particularly described in said lease, LIMITED to
a depth of 13,369 feet below the surface, Freestone County, Texas (LF-00536-
AD)
Oil and Gas Lease dated July 18, 1968, by and between Emmie H. Creecy,
et vir, as Lessor, and John MacDonald, as Lessee, recorded in Volume 377,
page 372 of the Records of Freestone County, Texas, covering 45.00 acres,
more or less, being out of the Graham Jackson Survey, Abstract 341, and the
A. White Survey, Abstract 648, more particularly described in said lease,
LIMITED to a depth of 13,369 feet below the surface, Freestone County, Texas
(LF-00536-AE)
Oil and Gas Lease dated March 8, 1968, by and between W. Edward
Garrett, et ux, as Lessor, and John MacDonald, as Lessee, recorded in Volume
377, page 207 of the Records of Freestone County, Texas, covering 45.00
acres, more or less, being out of the Graham Jackson Survey, Abstract 341,
and the A. White Survey, Abstract 648, more particularly described in said
lease, LIMITED to a depth of 13,369 feet below the surface, Freestone
County, Texas (LF-00536-AF)
Oil and Gas Lease dated February 24, 1968, by and between Olevia
Lowney, et vir, as Lessor, and L. R. Mabry, as Lessee, recorded in Volume
377, page 285 of the Records of Freestone County, Texas, covering 45.00
acres, more or less, being out of the Graham Jackson Survey, Abstract 341,
and the A. White Survey, Abstract 648, more particularly described in said
lease, LIMITED to a depth of 13,369 feet below the surface, Freestone
County, Texas (LF-00536-AG)
Oil and Gas Lease dated March 11, 1968, by and between Boyd E. Garrett,
as Lessor, and L. R. Mabry, as Lessee, recorded in Volume 377, page 747 of
the Records of Freestone County, Texas, covering 45.00 acres, more or less,
being out of the Graham Jackson Survey, Abstract 341, and the A. White
Survey, Abstract 648, more particularly described in said lease, LIMITED to
a depth of 13,369 feet below the surface, Freestone County, Texas (LF-00536-
AH)
Oil and Gas Lease dated February 27, 1968, by and between Katherine
Mitchell, as Lessor, and L. R. Mabry, as Lessee, recorded in Volume 377,
page 236 of the Records of Freestone County, Texas, covering 45.00 acres,
more or less, being out of the Graham Jackson Survey, Abstract 341, and the
A. White Survey, Abstract 648, more particularly described in said lease,
LIMITED to a depth of 13,369 feet below the surface, Freestone County, Texas
(LF-00536-AI)
Oil and Gas Lease dated February 27, 1968, by and between Thelma
Thompson, et vir, as Lessor, and L. R. Mabry, as Lessee, recorded in Volume
377, page 63 of the Records of Freestone County, Texas, covering 45.00
acres, more or less, being out of the Graham Jackson Survey, Abstract 341,
and the A. White Survey, Abstract 648, more particularly described in said
lease, LIMITED to a depth of 13,369 feet below the surface, Freestone
County, Texas (LF-00536-AJ)
Oil and Gas Lease dated June 18, 1966, by and between H. D. Wynne, et
ux, as Lessor, and Richard Clouse, as Lessee, recorded in Volume 361, page
751 of the Records of Freestone County, Texas, covering 50.00 acres, more or
less, being out of the J. Wilson Survey, Abstract 657, more particularly
described in said lease, LIMITED to a depth of 13,369 feet below the
surface, Freestone County, Texas (LF-00537-00)
Oil and Gas Lease dated November 21, 1967, by and between Audie Kay
Richardson, et al, as Lessor, and L. R. Mabry, as Lessee, recorded in Volume
374, page 327 of the Records of Freestone County, Texas, covering 74.229
acres, more or less, being out of the Jeremiah Lee Survey, Abstract 388,
more particularly described in said lease, LIMITED to a depth of 13,369 feet
below the surface, Freestone County, Texas (LF-00538-AA)
MARTIN COUNTY, TEXAS
PN 010103
ALLOCATED VALUE $6,254.00
ALLAR 925 NO. 1
EXPENSE INTEREST 0.0000000
REVENUE INTEREST 0.0625000
Oil and Gas Lease dated July 26, 1966, by and between The Allar
Company, as Lessor, and The Murmanill Corporation, as Lessee, recorded in
Volume 43, page 333 of the Oil and Gas Lease Records of Martin County,
Texas, covering 160.00 acres, more or less, being the NE/4 of Section 11,
Block 35, T-1-N, T&P RR Co. Survey, Martin County, Texas (LF-00467-00)
MOORE COUNTY, TEXAS
PN 414920
ALLOCATED VALUE $15,595.00
BAKER 39
EXPENSE INTEREST 0.0000000
REVENUE INTEREST 0.0200000
Oil and Gas Lease dated October 25, 1934, from Nettie L. Baker, as
Lessor, and Amarillo Oil Company, as Lessee, recorded in Volume 52, page 530
of the Records of Moore County, Texas, INSOFAR AND ONLY INSOFAR as said
lease covers 160 acres of land, more or less, described as follows:
Beginning at the southeast corner of said Section 39, Block O-18, D&P
Survey, go N 00'20'32"E along the east line of Section 39, 2,640 feet to a
point; thence N 89'38'35"W 2,640 feet to a point; thence S 00'20'32"W 2,650
feet to a point on the south line of Section 39; thence S 89'38'35"E along
the south line of Section 39, 2,640 feet to the Point of Beginning, and
LIMITED to rights from the surface of the ground to a depth of 2,439 feet
below the surface, Moore County, Texas. (LF-05709-00)
WISE COUNTY, TEXAS
PN 010203
ALLOCATED VALUE $6,689.00
J. S. FOX UNIT NO. 1 (UT-156)
(WELL NO. 3)
EXPENSE INTEREST 0.0000000
REVENUE INTEREST 0.0273438 (ORI)
Oil and Gas Lease dated February 6, 1962, by and between Jeff S. Fox,
et ux, as Lessor, and Frank M. Tye, Jr., as Lessee, recorded in Volume 135,
page 1 of the Records of Wise County, Texas, covering 437.9 acres, more or
less, being out of the Joseph Humphries Survey Abstract 357, the Margaret
Swift Survey and the Ed Wray Survey, Abstract 873, more particularly
described in said lease, Wise County, Texas. (LF-00501-00)
The hereinabove referenced leases are subject to Letter Agreement dated
January 10, 1967, by and between Maynard Oil Company and Mitchell & Mitchell
Properties; Gas Processing Agreement dated July 12, 1965, as amended, by and
between G M & M Gas Products Plant, Inc., and Maynard Oil Company; and
Declaration of Pool for the Jeff S. Fox Gas Unit No. 1 dated September 19,
1973, recorded in Volume 191, page 373 of the Records of Wise County, Texas.
PN 010302 (UT-112)
ALLOCATED VALUE $12,783.00
ZINA FOX NO. 1, 2 AND WELL NO. 3
EXPENSE INTEREST 0.0000000
REVENUE INTEREST 0.0273438
Oil and Gas Lease dated February 6, 1962, by and between Jeff S. Fox,
et ux, as Lessor, and Frank M. Tye, Jr., as Lessee, recorded in Volume 135,
page 1 of the Records of Wise County, Texas, covering 437.9 acres, more or
less, being out of the Joseph Humphries Survey, the Margaret Swift Survey
and the Ed Wray Survey, more particularly described in said lease, Wise
County, Texas. (LF-00501-00)
Oil and Gas Lease dated February 6, 1962, by and between Joe Lee Fox,
et ux, as Lessor, and Frank M. Tye, Jr., as Lessee, recorded in Volume 135,
page 5 of the Records of Wise County, Texas, covering 276.5 acres, more or
less, being out of the E. Whitson Survey, the Ed Wray Survey, and the John
Hicks Survey, more particularly described in said lease, Wise County,
Texas. (LF-00502-00)
Oil and Gas Lease dated February 6, 1962, by and between Zina Fox, as
Lessor, and Frank M. Tye, Jr., as Lessee, recorded in Volume 135, page 53 of
the Records of Wise County, Texas, covering 467 acres, more or less, being
out of the Joseph Humphries Survey, Abstract 357, the John Frederick Survey,
Abstract 309, the E. Wray Survey, Abstract 873, and the John Hicks Survey,
Abstract 999, more particularly described in said lease, Wise County, Texas.
(LF-00503-00)
The hereinabove referenced leases are subject to Letter Agreement dated
January 10, 1967, by and between Maynard Oil Company and Mitchell & Mitchell
Properties; Gas Processing Agreement dated July 12, 1965, as amended, by and
between G M & M Gas Products Plant, Inc., and Maynard Oil Company and the
Zina Fox Gas Unit No. 1 Declaration of Pool dated February 1, 1967, recorded
in Volume 171, page 539 of the Records of Wise County, Texas; the Zina Fox
Gas Unit No. 2 Declaration of Pool dated July 8, 1974, recorded in Volume
194, page 529 of the Records of Wise County, Texas.
PN 010205
ALLOCATED VALUE $3,042.00
M. E. PRUETT NO. 1
EXPENSE INTEREST 0.0000000
REVENUE INTEREST 0.0546875 (GAS)
REVENUE INTEREST 0.0273438 (OIL)
PN 094804 (UT-279)
ALLOCATED VALUE $5,562.00
J. R. WITT WELL NO. 1, 2, 3, 4 AND 5
EXPENSE INTEREST 0.0000000
REVENUE INTEREST 0.0273437 (OIL)
REVENUE INTEREST 0.0288973 (GAS)
Oil and Gas Lease dated February 10, 1962, by and between Margaret S.
Rasco, et vir, as Lessor, and Frank M. Tye, Jr., as Lessee, recorded in
Volume 135, page 349 of the Records of Wise County, Texas, covering 413.65
acres, more or less, being out of the E. Witson Survey, Abstract 881, and
the Joseph Humphries Survey, Abstract 357, more particularly described in
said lease, Wise County, Texas. (LF-00504-00)
Oil and Gas Lease dated February 9, 1962, by and between Jewell Ray
Witt, et vir, as Lessor, and Frank M. Tye, Jr., as Lessee, recorded in
Volume 135, page 285 of the Records of Wise County, Texas, covering 430.62
acres, more or less, being out of the Margaret Swift Survey, Abstract 740,
more particularly described in said lease, Wise County, Texas. (LF-00505-
00)
Oil and Gas Lease dated April 24, 1962, by and between M. E. Pruett,
et ux, as Lessor, and Frank M. Tye, Jr., as Lessee, recorded in Volume 136,
page 535 of the Records of Wise County, Texas, covering 917 acres, more or
less, being out of the Eli M. Thomasson Survey, Abstract 801, more
particularly described in said lease, Wise County, Texas. (LF-01066-AA)
Oil and Gas Lease dated April 16, 1965, by and between Aetna Life
Insurance Company, as Lessor, and Mack Natural Gas Company, as Lessee,
recorded in Volume 160, page 404 of the Records of Wise County, Texas,
covering 312.00 acres, more or less, being out of the Eli M. Thomasson
Survey, A-801, more particularly described in said lease, Wise County, Texas
(LF-01066-AB)
The above referenced leases are subject to Letter Agreement dated January
10, 1967, by and between Maynard Oil Company and Mitchell & Mitchell
Properties; Gas Processing Agreement dated July 12, 1965, as amended, by and
between G M & M Gas Products Plant, Inc., and Maynard Oil Company;
Declaration of Pool for the Jewell Ray Witt Gas Unit No. 1 dated February
18, 1981, recorded in Volume 235, page 299 of the Records of Wise County,
Texas and the Declaration of Pool for the M. E. Pruett Gas Unit dated
February 1, 1967, recorded in Volume 171, page 553 of the Records of Wise
County, Texas.
YOUNG COUNTY, TEXAS
PN 009706
ALLOCATED VALUE $19,750.00
ALLAR UNIT OHC
EXPENSE INTEREST 0.0000000
REVENUE INTEREST 0.0625000
Oil and Gas Lease dated March 11, 1938, by and between E. S. Graham, et
ux, and The Allar Company, as Lessor, and M. G. Cheney, as Lessee, recorded
in Volume 175, page 578 of the Deed Records of Young County, Texas; Oil and
Gas Lease dated February 7, 1938, by and between E. S. Graham, et ux, as
Lessor, and M. G. Cheney, as Lessee, recorded in Volume 175, page 580 of the
Deed Records of Young County, Texas; Oil and Gas Lease dated June 12, 1937,
by and between E. S. Graham, et ux, as Lessor, and M. G. Cheney, as Lessee,
recorded in Volume 174, page 105 of the Deed Records of Young County, Texas;
Oil and Gas Lease dated February 19, 1934, by and between E. S. Graham, et
ux, and the Allar Company, as lessor, and James P. Nash, as Lessee, recorded
in Volume 157, page 363 of the Deed Records of Young County, Texas; Oil and
Gas Lease dated June 12, 1937, by and between E. S. Graham, et ux, as
Lessor, and M. G. Cheney, as Lessee, recorded in Volume 174, page 104 of the
Deed Records of Young County, Texas, merged into one lease by Contract of
Agreement dated January 30, 1942, recorded in Volume 193, page 239 of the
Deed Records of Young County, Texas, as amended and ratified by instrument
dated March 23, 1948, recorded in Volume 242, page 587 of the Deed Records
of Young County, Texas, INSOFAR AND ONLY INSOFAR as said lease covers 20.00
acres, more or less, being described as follows: Beginning at a point on
the most westerly northwest corner of the Allen Hines Survey, Abstract 135;
Thence south 2,434.4 feet; Thence east 551 feet to the Point of Beginning;
Thence east 1,320 feet; Thence south 600 feet; Thence west 1,320 feet;
Thence north 660 feet to the Point of Beginning, LIMITED to rights from the
surface to the Base of the Mississippian formation and 20.00 acres, more or
less described as follows: Beginning at a point in the east line of the
Allen Hines Survey, Abstract 135, being south 0'42'27" west, 564.15 feet
from its northeast corner to point for corner; Thence south 0'42'27" ng and
with the east boundary line of said survey to point for corner; Thence north
89'17'33" west at 357.6 feet to point for corner; Thence north 0'42'27" east
2,436.92 feet to point for corner; Thence south 89'27'33" east 357.5 feet to
the Point of Beginning, LIMITED to rights from the surface to the Base of
the Mississippian formation, but excluding rights in the Conglomerate zone
or formation, which formation is found below the Base of the Caddo formation
and above the top of the Marble Falls formation, Young County, Texas. (LF-
00460-00-01)
The hereinabove referenced lease is subject to Gas Purchase Contract dated
August 26, 1980, by and between J. H. Taylor Gas Company, as Buyer, and
Maynard Oil Company, as Seller; Farmout Agreement dated November 7, 1985,
as amended, by and between Maynard Oil Company, as Farmor, and Maverick
Properties, Inc., as Farmee; Unit Agreement dated August 26, 1987; Unit
Agreement dated September 15, 1987.
EXHIBIT "B"
CONVEYANCE, ASSIGNMENT AND BILL OF SALE
FROM MAYNARD OIL COMPANY
TO JAVELINA ENERGY, INC.
Attached to and made a part of PURCHASE AND SALE AGREEMENT dated
August 6, 1996, by and between Maynard Oil Company, SELLER, and
Javelina Energy, Inc., BUYER.
THE STATE OF )
) KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF )
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 JAVELINA ENERGY, INC., a Texas corporation, whose post
office address is Box 1237, Kingsville, Texas 78364 (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 or vendors, subject to the
terms and conditions contained herein, the following (collectively, the
"Property"):
(a) All of Assignor's interest, whether present, contingent,
reversionary or other type of interest, in and to the leasehold estates
created under the oil, gas and mineral leases described in Exhibit "A",
(such leases being hereinafter called "said Leases"), which interest in said
Leases and the wells situated thereon, and in any pooled units pertaining
thereto, Assignor represents to be no less than the working and net revenue
interests set forth on such Exhibit "A", subject to all burdens,
encumbrances, contracts and agreements, which are of record and/or listed in
such Exhibit "A" affecting said Leases to the extent that same are in force
and effect;
(b) All of Assignor's royalties, overriding royalties, production
payments, rights to take royalties in kind, and other interests in
production of oil, gas or other minerals in the lands described in Exhibit
"A" attached hereto, whether created under the leases, deeds,
assignmicenses, servitudes, easements, surface leases and rights-of-way of
every character relating to said lease;
(d) 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
producing, non-producing and shut-in oil wells and gas wells, salt water
disposal wells, injection wells and water wells located on said leases
described in said Exhibit "A" or on lands pooled, unitized or communitized
therewith; and Assignor does hereby further BARGAIN, SELL and DELIVER unto
Assignee all of its right, title and interest in and to all surface and
down-hole equipment, fixtures, related inventory and other personal property
and well equipment located in, on and used in connection with the property
described directly hereinabove and in paragraphs (a) through (d) above,
excluding. however, all automobiles, trucks and communications equipment,
such 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 Conveyance, 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 August 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
Conveyance, Assignment and Bill of Sale in accordance with the provisions of
the Sale Agreement and the delivery of this Conveyance, Assignment and Bill
of Sale shall not affect, expand, diminish, or otherwise impair any of the
warranties, representations, indemnities or covenants 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
Property may rely on this Conveyance, Assignment and Bill of Sale as vesting
Assignee with all of Assignor's right, title and interest in said leases,
said wells, and all of the other Property.
This Conveyance, Assignment and Bill of Sale shall extend to, be
binding upon and inure to the 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 conveyance, assignment and bill of sale shall be effective,
for all purposes as of 7:00 o'clock a.m. August 1, 1996.
EXECUTED by Assignor and Assignee in Duplicate Originals on this
____ day of _______________, 1996, but to be effective as stated above.
ATTEST: MAYNARD OIL COMPANY
__________________________ By: ___________________________
Cassondra Foster L. B. Carruth
Assistant Secretary Vice President
SEAL
ATTEST: JAVELINA ENERGY, INC.
__________________________ By: ___________________________
Ken Perkins
President
SEAL
THE STATE OF TEXAS )
)
COUNTY OF DALLAS )
This instrument was acknowledged before me on __________, 1996, by L.
B. Carruth, Vice President of Maynard Oil Company, a Delaware corporation,
on behalf of said corporation.
MY COMMISSION EXPIRES:
___________________________
Kathryn Shaffer, Notary
Public in an
THE STATE OF TEXAS )
)
COUNTY OF )
This instrument was acknowledged before me on __________, 1996, by Ken
Perkins, President of Javelina Energy, Inc., a Texas corporation, on behalf
of said corporation.
MY COMMISSION EXPIRES:
___________________________
Notary Public in and for
the _____________________
EXHIBIT "C"
EXCHANGE ESCROW AGREEMENT
Attached to and made a part of PURCHASE AND SALE AGREEMENT dated
August 6, 1996, AND SHALL BE EFFECTIVE August 15, 1996, by and
between Maynard Oil Company, SELLER, and Javelina Energy, Inc.,
BUYER
This Agreement is dated the 6th day of August, 1996, AND SHALL BE
EFFECTIVE August 15, 1996, between MAYNARD OIL COMPANY, a Delaware
corporation, with offices at 8080 North Central Expressway, Suite 660,
Dallas, Texas 75206 (hereinafter referred to as "Seller") and Javelina
Energy, Inc., a Texas corporation, whose post office address is P. O. Box
1237, Kingsville, Texas 78364, (hereinafter referred to as "Purchaser") and
BANK ONE TEXAS, N.A., a national banking association (hereinafter referred
to as "Escrow Agent").
W I T N E S S E T H
WHEREAS, Seller and Purchaser have entered into that certain Purchase
and Sale Agreement dated August 6, 1996 (the "Contract), for the sale and
purchase of certain properties more particularly described in the Exhibit
"A" attached ("Seller's Property").
WHEREAS, Purchaser has agreed to accommodate Seller in effecting a tax
deferred exchange under Section 1031 of the Internal Revenue Code of 1986
(the "Code") by acquiring for the benefit of Seller and exchanging for
Seller's Property one or more like properties (collectively, "Exchange
Property"), to be designated by Seller and thereafter acquired and
transferred to Seller;
WHEREAS, unless notified otherwise by Seller and Purchaser jointly,
Escrow Agent may rely upon the date of this agreement, as set forth above,
being the date on which Seller's property was transferred to Purchaser; and
WHEREAS, this Exchange Escrow Agreement is referred to as the
"Agreement."
NOW THEREFORE, the parties agree as follows:
1. Creation of Escrow. Purchaser agrees to deposit with and deliver
to Escrow Agent, the net closing proceeds of the Seller's Property, which
net closing proceeds shall consist of cash in the amount of One Hundred
Fifty Thousand and 00/100 Dollars ($150,000.00) plus or minus any
adjustments allowed under Paragraph 4(a) of the Contract and less costs of
closing, fees, taxes, and other reductions contemplated by the Contract,
said net closing proceeds being hereinafter referred to as the "Escrow
Fund." Escrow Agent shall have no responsibility to ascertain whether the
funds deposited with it as the Escrow Funds are equal to the net closing
proceeds described in the immediately preceding sentence. Each deposit to
the Escrow Fund, whether initially made as contemplated above, or made
subsequently for whatever reason, shall be in cash, and shall be accompanied
by notice to Escrow Agent setting forth the time and method of delivery of
such cash, the amount thereof, and directions to Agent shall invest the
Escrow Fund at the written request of the parties hereto. Said request
shall be by notice, which shall specify the type of investment to be made,
the maturity date, and the principal amount to be invested. The Escrow
Agent shall not be liable for losses on any investments made by it pursuant
to and in compliance with such instructions; and Escrow Agent shall not be
responsible or liable for any penalty or loss incurred as a result of the
settlement or liquidation of any such investment prior to this maturity to
enable Escrow Agent to make any disbursement required hereunder. The Escrow
Fund will remain uninvested until such notice of investment instructions is
received. All interest earned on the Escrow Fund shall be added to and
shall become a part of the Escrow Fund, subject to the same restrictions on
distribution as contained herein for the Escrow Fund. No assignment,
transfer, conveyance or hypothecation of any right, title or interest in and
to the subject matter of this Escrow shall be binding upon Escrow Agent
unless notice thereof shall be served upon Escrow Agent and all fees, costs
and expenses incident thereto shall have been paid and then only upon Escrow
Agent's assent thereto in writing. Escrow Agent shall be under no duty or
obligation to ascertain the identity, authority or rights of the parties
executing, delivering or purporting to execute or deliver these instructions
or any documents, paper, or payments deposited or called for hereunder, and
assumes no responsibility or liability for the validity or sufficiency of
these instructions or any documents, papers or payments deposited or called
for hereunder.
2. Interests in Escrow Fund. Purchaser declares that the purpose of
the Escrow Fund is to secure to Seller the timely and faithful performance
of Purchaser's obligations under the Contract. Under no circumstances shall
the Escrow fund be disbursed, except pursuant to the terms of this
Agreement.
3. Escrow Fepon execution hereof fees as outlined on Exhibit "B" for
services rendered by it pursuant to the provisions of this Agreement, and
will reimburse Escrow Agent for its reasonable expenses, including
attorney's fees, incurred in connection with the performance of such
services as such expenses are incurred. Escrow Agent's expenses, including
reasonable attorney's fees for review, revision and approval of this
Agreement shall be paid by Seller to Escrow Agent upon execution of this
Agreement. Notwithstanding anything to the contrary contained in any other
provision of this Agreement or any instructions to the contrary from either
Purchaser or Seller, Escrow Agent shall be entitled to retain from any
disbursements requested hereunder any outstanding fees and/or expense due to
it hereunder. Escrow Agent shall be entitled to consult with counsel as it
deems necessary from time to time, and reasonable fees therefore shall be an
expense reimbursable to Escrow Agent as provided hereunder. Escrow Agent is
hereby granted a lien on the Escrow Fund for all indebtedness that may
become owing to Escrow Agent pursuant to this Agreement, which may be
enforced by Escrow Agent by appropriate foreclosure proceedings.
4. Identification and Acquisition of Exchange Property. Seller shall
identify and negotiate the terms of acquisition of one or more Exchange
Property or Exchange Properties. Upon Notice to Escrow Agent from Seller as
to the need for monies in the Escrow Fund to acquire an Exchange Property,
which notice shall provide a description of the Exchange Property, the
general terms of its acquisition and instructions for the disbursement of
Escrow Funds to accomplish acquisition of the Exchange Property, the Escrow
Agent shall disburse funds in accordance with the instructions in the
notification; provided that (i) such notice shall be given to Escrow Agent
at least three business days prior to any needed disbursement; (ii) once
disbursed, Escrow Agent shall have no further responsibility and (iii)
Escrow Agent shall never have any responsibility to supply funds needed by
Seller from its own assets. The Escrow Agent may rely conclusively upon the
information contained in the notification.
5. Termination; Disbursement to Seller. This Agreement shall
terminate automatically, without notice to any party, as follows: (a) in
the event Seller fails to give notice to Escrow Agent that it has designated
Exchange Property by the forty-fifth (45th) day following the date of this
Agreement at the close of business of such day, or (b) otherwise, on the one
hundred eightieth (180th) day following the date of this Agreement provided,
that if Seller designates Exchange Property and all property so designated
has been successfully acquired and transferred to Seller prior to the one
hundred eightieth (180th) day following the date of this Agreement, then
Seller shall so notify Escrow Agent, and this Agreement shall instead
terminate on the day following Escrow Agent's receipt of such notice. Upon
termination of this Agreement, the Escrow Fund as then constituted shall
become the property of Seller and shall promptly be paid over and delivered
to Seller subject to Escrow Agent's right to offset and deduct all unpaid
fees of Escrow Agent and all reasonable expenses, including attorney's fees,
and authorized disbursements. Under no circumstances shall any party of the
Escrow Fund be disbursed to Seller except upon termination of this Agreement
pursuant to this paragraph. Seller shall have no right to receive, pledge,
borrow, or otherwise obtain the benefits of the Escrow Fund prior to
termination of this Agreement pursuant to this paragraph.
6. Security Interest of Seller. Purchaser agrees the Escrow Fund is
hereby impressed with and made subject to a security interest in favor of
Seller securing Purchaser's performance to obtain and transfer title to the
Exchange Property as set forth above.
7. Successor Escrow Agent. Escrow Agent may at any time resign
hereunder by giving notice of its resignation to Seller and Purchaser at
least 10 days prior to the date specified for such resignation to take
effect. If Escrow Agent has so resigned, Seller and Purchaser shall appoint
a successor escrow agent within such notice period. Further, if Escrow
Agent has not previously given notice of resignation, Seller and Purchaser
may remove Escrow Agent by mutually naming a successor hereunder to Escrow
Agent, which shall be done by submitting notice to Escrow Agent of such
removal and appointment of the successor escrow agent at least ten (10) days
prior to the date specified for such removal to take place. Such successor
escrow agent, regardless of why appointed, shall have all the duties and
powers assumed and conferred in this Agreement upon Escrow Agent. Upon the
date on which the resignation or removal of Escrow Agent is specified to
take effect, the Escrow fund shall be delivered to the successor escrow
agent so named by Seller and Purchaser above in this paragraph, whereupon
all Escrow Agent's obligations hereunder shall cease. If no successor
escrow agent is so designated by such effective date, all obligations of
Escrow Agent hereunder, nevertheless, shall cease and terminate. Escrow
Agent's sole responsibility thereafter shall be to keep safely the Escrow
Fund and to deliver the same to a person designated by Seller and Purchaser
or in accordance with the directions of a final order or judgment of a court
of competent jurisdiction.
8. Escrow Agent Release. Escrow Agent shall have no liability under,
or duty to inquire into the terms and provisions of this Agreement or the
transactiot its duties hereunder are purely ministerial in nature, and
Escrow Agent shall incur no liability whatsoever except for its willful
misconduct or gross negligence so long as it has acted in good faith.
Escrow Agent shall not be bound by any modification, amendment, termination,
cancellation, rescission or revision of this Escrow Agreement unless the
same shall be in writing and signed by Seller and Purchaser, and if its
duties hereunder are affected thereby, unless it shall have given prior
written consent thereto. Escrow Agent shall have no liability for the acts
of any of its agents unless it has been grossly negligent or engaged in
wilful misconduct in the selection of such agent. Escrow Agent shall be
obligated only for the performance of such duties as are specifically set
forth in this Agreement and may rely upon and shall be protected in acting
or refraining from acting on any instrument in good faith believed by it to
be genuine and to have been signed or presented by the property party or
parties. Escrow Agent shall not be liable for any action taken or omitted
by it in good faith and believed by it to be authorized hereby, nor for any
action taken or omitted by it in accordance with the advice of its counsel.
Escrow Agent may, without further investigation, assume: (a) the accuracy
and truth of any written instrument, notice, certificate or opinion given to
it and (b) the authenticity of any signatures thereon.
9. Indemnity. In consideration of acceptance of this escrow by Escrow
Agent, Seller agrees for executors, personal representatives, successors and
assigns, to indemnify, defend, and hold Escrow Agent (in every capacity,
including its corporate capacity) harmless from and against any and all
claims, losses, damages, taxes, liabilities, and expenses (collectively
"Claims") that may be incurred by Escrow Agent arising out of or in
connection with its appointment, acceptance, service or performance
hereunder, including the legal costs and expenses of defendinin connection
with such expenses of defending itself against any Claims in connection with
such matters. "Claims" specifically includes Claims arising out of the
alleged or actual negligence of Escrow Agent, but this agreement to
indemnify, defend and hold harmless shall not extend to Claims which are
determined to be the result of gross negligence or willful misconduct of
Escrow Agent in bad faith. This agreement by Seller to indemnify, defend
and hold harmless is not limited to the amount of funds held in escrow
hereunder, and shall survive both the termination of the Agreement and any
resignation or removal of Escrow Agent. To further secure the performance
of Seller under this agreement to indemnify, defend and hold harmless,
Seller and Purchaser agree that Escrow Agent shall have a first and prior
lien upon all deposits made hereunder to secure the performance of said
agreement.
10. Interpleader. Should any controversy arise between the
undersigned with respect to this Agreement or with respect to the right to
receive the Escrow Fund, Escrow Agent shall have the right to institute a
bill of interpleader in any court of competent jurisdiction to determine the
rights of the parties. Should a bill of interpleader be instituted, or
should Escrow Agent become involved in litigation in any manner whatsoever
on account of this Agreement or the Escrow Fund, Seller and Purchaser hereby
bind themselves, their successors and assigns, to pay Escrow Agent, in
addition to any charge made for acting as Escrow Agent hereunder and
expenses incurred in connection therewith, reasonable attorney's fees
incurred by Escrow Agent and any other disbursements, expenses, losses,
costs and damages in connection with or resulting from such litigation.
11. Notices. Any notice required or permitted hereunder, to be
effective, must be in writing and shall be deemed given, except as provided
in the penultimate sentence of this paragraph 11 when
personally delivered to any party or matified mail, return receipt
requested, to the following addresses:
If to Purchaser: Javelina Energy, Inc.
Attention Mr. Ken Perkins
Highway 141 West
Armstrong Ranch
Kingsville, TX 78364
Phone: (512) 592-6000
Fax: (512) 592-2689
If to Seller: Maynard Oil Company
8080 North Central Expressway, Suite 660
Dallas, Texas 75206
Attention Cassondra Foster
Telephone: (214) 891-8461
Facsimile: (214) 891-8827
With Copy to: Maynard Oil Company
8080 North Central Expressway, Suite 660
Dallas, Texas 75206
Attention Kenneth Hatcher
Telephone: (214) 891-8471
Facsimile: (214) 891-8827
If to Escrow Agent: Bank One, Texas, N.A.
Attention Kay Lowrance
8111 Preston Road, 2nd Floor
Dallas, TX 75225
Telephone: (214) 360-3978
Facsimile: (214) 360-3980
Provided further, and in addition to the requirements set forth above, any
notice required or permitted to be given to Escrow Agent hereunder shall be
effective only when actually received in writing by Kay Lowrance, on behalf
of Escrow Agent, and not prior thereto. Any party may, by proper notice,
change its address for notice hereunder.
12. Amendment. This Agreement is irrevocable, and may not be amended,
modified or supplemented except by written instrument signed by Purchaser
and Seller and approved in writing by Escrow Agent.
13. Successors and Assigns. This Agreement shall inure to the benefit
of the parties, their respective heirs, executors, personal representatives,
successors and assigns.
14. Counterparts. This Agreement may be executed in several
counterparts, and the several signed counterparts shall be deemed a single,
integrated instrument.
15. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Texas. The venue for any action
arising hereunder or in connection herewith shall be in Dallas County,
Texas.
16. Time of Essence. Time is expressly declared to be of the essence
of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement in
triplicate as of the day and year first above written.
SELLER
MAYNARD OIL COMPANY
By: ___________________________
L. B. Carruth
Vice President
PURCHASER
JAVELINA ENERGY, INC.
By: ___________________________
Ken Perkins
President
ESCROW AGENT
BANK ONE, TEXAS, N.A.
By: ___________________________
Kay Lowrence
Assistant Vice President