Ehhibit 10.117
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
ALLIANCE RESOURCES PLC,
ALLIANCE RESOURCES (DELAWARE), INC.
AND
LATEX RESOURCES, INC.
* * * * *
DATED: AUGUST 12, 1996
TABLE OF CONTENTS
Page
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Recitals .................................................................... 1
Agreement ................................................................... 1
1. Definitions .......................................................... 1
2. The Merger ........................................................... 9
2.1 The Merger .................................................. 9
2.2 Effective Time .............................................. 9
2.3 The Certificate of Incorporation ............................ 9
2.4 The Bylaws .................................................. 9
2.5 Officers and Directors ...................................... 9
2.6 Conversion or Cancellation of LaTex Shares and Newco Shares.. 9
2.7 Payment for LaTex Shares; New Warrants ...................... 11
2.8 Dissenters' Rights .......................................... 12
2.9 Transfer of LaTex Shares After the Effective Time ........... 12
2.10 Approval of the Stockholders and Registration .............. 12
2.11 Restructuring Option ....................................... 14
3. The Closing .......................................................... 14
3.1 Time and Place of Closing ................................... 14
3.2 Obligations of LaTex at or Prior to the Closing ............. 14
3.3 Obligations of Alliance and Newco at or Prior to the Closing. 15
4. Representations, Warranties and Covenants of LaTex ................... 16
4.1 Corporate Organization ...................................... 16
4.2 Capitalization .............................................. 16
4.3 Authority; No Violation ..................................... 17
4.4 Consents and Approvals ...................................... 17
4.5 Violations of Laws, Permits, etc. ........................... 18
4.6 LaTex Financial Statements .................................. 18
4.7 No Undisclosed Liabilities, etc. ............................ 18
4.8 Absence of Certain Changes .................................. 18
4.9 Title to Property; Encumbrances ............................. 19
4.10 Proceedings Affecting LaTex Interests ....................... 21
4.11 LaTex Oil and Gas Contracts ................................. 21
4.12 Operations .................................................. 22
4.13 No Reversionary Interests ................................... 22
4.14 Sales and Transportation Agreements ......................... 22
4.15 Tax Partnerships ............................................ 23
4.16 Prepayments ................................................. 23
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4.17 Production Sales Contracts ................................ 23
4.18 Calls ..................................................... 23
4.19 Reserve Reports ........................................... 23
4.20 Wells ..................................................... 24
4.21 No Funds in Suspense ...................................... 24
4.22 Regulatory Compliance ..................................... 24
4.23 Physical Condition of Facilities .......................... 24
4.24 Data Regarding the LaTex Interests ........................ 24
4.25 Litigation ................................................ 25
4.26 Tax Returns and Payments .................................. 25
4.27 Insurance ................................................. 26
4.28 Bank Accounts ............................................. 26
4.29 Contracts ................................................. 26
4.30 Transactions with Interested Persons ...................... 28
4.31 Compensation and Employee Plans ........................... 28
4.32 Accounts Receivable; Inventories .......................... 28
4.33 Brokers, Finders and Advisors ............................. 28
4.34 Labor Force ............................................... 29
4.35 Books and Records ......................................... 29
4.36 Payments .................................................. 29
4.37 Public Utility Holding Company ............................ 29
4.38 SEC Filings ............................................... 29
4.39 Disclosure ................................................ 30
5. Representations, Warranties and Covenants of Alliance ............... 30
5.1 Organization, etc. ........................................ 30
5.2 Capitalization ............................................ 30
5.3 Authority; No Violation ................................... 31
5.4 Consents and Approvals .................................... 31
5.5 Violations of Laws, Permits, etc. ......................... 32
5.6 Alliance Financial Statements ............................. 32
5.7 No Undisclosed Liabilities, etc. .......................... 32
5.8 Absence of Certain Changes ................................ 32
5.9 Title to Property; Encumbrances ........................... 33
5.10 Proceedings Affecting the Alliance Interests .............. 35
5.11 Alliance Oil and Gas Contracts ............................ 35
5.12 Operations ................................................ 36
5.13 No Reversionary Interests ................................. 36
5.14 Sales and Transportation Agreements ....................... 36
5.15 Tax Partnerships .......................................... 37
5.16 Prepayments ............................................... 37
5.17 Production Sales Contracts ................................ 37
5.18 Calls ..................................................... 37
5.19 Reserve Reports ........................................... 37
5.20 Wells ..................................................... 38
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5.21 No Funds in Suspense ...................................... 38
5.22 Regulatory Compliance ..................................... 38
5.23 Physical Condition of Facilities .......................... 38
5.24 Data Regarding the Alliance Interests ..................... 38
5.25 Litigation ................................................ 39
5.26 Tax Returns and Payments .................................. 39
5.27 Insurance ................................................. 40
5.28 Contracts ................................................. 40
5.29 Transactions with Interested Persons ...................... 41
5.30 Compensation and Employee Plans ........................... 42
5.31 Accounts Receivable; Inventories .......................... 42
5.32 Brokers, Finders and Advisors ............................. 42
5.33 Labor Force ............................................... 42
5.34 Books and Records ......................................... 43
5.35 Payments .................................................. 43
5.36 Public Utility Holding Company ............................ 43
5.37 Exchange Filings .......................................... 43
5.38 Disclosure ................................................ 43
5:39 Status of Newco ........................................... 44
6. Actions of LaTex Prior to the Closing Date .......................... 44
6.1 Affirmative Covenants ...................................... 44
6.2 Negative Covenants ......................................... 44
6.3 Consents ................................................... 44
6.4 Advice of Changes .......................................... 44
6.5 Best Efforts ............................................... 44
6.6 Access to Properties and Records ........................... 45
6.7 Supply Documents, Reports, etc. ............................ 45
6.8 Employees .................................................. 45
6.9 No Solicitation, etc. ...................................... 45
7. Actions of Alliance and Newco Prior to the Closing Date ............. 46
7.1 Affirmative Covenants ...................................... 46
7.2 Negative Covenants ......................................... 46
7.3 Consents ................................................... 46
7.4 Advice of Changes .......................................... 46
7.5 Best Efforts ............................................... 47
7.6 Access to Properties and Records ........................... 47
7.7 Supply Documents, Reports, etc. ............................ 47
7.8 No Solicitation, etc. ...................................... 47
8. Conditions to Alliance's or Newco's Obligations ..................... 48
9. Conditions to LaTex's Obligations ................................... 50
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10. Additional Agreements ............................................. 52
10.1 Confidentiality .......................................... 52
10.2 Further Assurances ....................................... 52
10.3 Resignations ............................................. 52
10.4 Alliance Directors ....................................... 52
10.5 Offices .................................................. 52
10.6 LaTex Personnel .......................................... 52
10.7 Consulting Agreement ..................................... 52
11. Termination, Waiver and Amendment ................................. 53
11.1 Termination .............................................. 53
11.2 Manner of Exercise ....................................... 55
11.3 Effect of Termination .................................... 55
12. Miscellaneous ..................................................... 56
12.1 Survival ................................................. 56
12.2 Expenses ................................................. 56
12.3 Press Releases ........................................... 56
12.4 Binding Effect ........................................... 56
12.5 Severability ............................................. 56
12.6 Notices .................................................. 56
12.7 Entire Agreement ......................................... 57
12.8 Amendments; Waivers ...................................... 57
12.9 Headings ................................................. 57
12.10 Counterparts ............................................. 58
12.11 Specific Performance ..................................... 58
12.12 GOVERNING LAW ............................................ 58
12.13 Schedules ................................................ 58
12.14 Time of Essence .......................................... 58
12.15 Best efforts ............................................. 58
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AGREEMENT AND PLAN OF MERGER
----------------------------
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is entered into as of
August 12, 1996, by and among ALLIANCE RESOURCES PLC, a public limited company
incorporated in England and Wales ("Alliance"), ALLIANCE RESOURCES (DELAWARE),
INC., a newly formed Delaware corporation ("Newco") and LATEX RESOURCES, INC., a
Delaware corporation ("LaTex").
Recitals
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The parties desire to effect a merger on the terms, and subject to the
provisions and conditions, of this Agreement.
Agreement
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NOW, THEREFORE, for and in consideration of the premises and the mutual
agreements hereinafter set forth, in accordance with the provisions of
applicable law, the parties hereby agree as follows:
1. Definitions. As used in this Agreement and the Exhibits, Schedules and
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documents delivered pursuant to this Agreement, the following terms shall have
the following meanings:
ADEA. "ADEA" means the Age Discrimination in Employment Act, as
----
amended, or any successor statute.
Affiliate. "Affiliate" means an "affiliate" or associate" as those
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terms are defined in Rule 12b-2 promulgated by the Commission under the Exchange
Act.
Certificate of Merger. "Certificate of Merger" is as defined in
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Section 2.2.
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Closing. "Closing" means the closing referred to in Section 3.1.
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Closing Date. The "Closing Date" is the second business day (other
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than a Saturday, Sunday or legal holiday) following the day on which the
conditions to the obligations of the parties set forth in Articles 8 and 9 shall
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have been satisfied or waived, or such other time as shall be set by the parties
in writing.
Code. "Code" means the Internal Revenue Code of 1986, as amended, or
----
any successor statute.
Commission. "Commission" means the Securities and Exchange Commission
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and/or any other Governmental Entity that administers either the Securities Act
or the Exchange Act.
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DGCL. "DGCL" means the Delaware General Corporation Law, as amended,
----
or any successor statute.
Dissenting Shares. "Dissenting Shares" are as defined in Section 2.8.
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Effective Time. "Effective Time" is as defined in Section 2.2.
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Encumbrance. An "Encumbrance" is any option, pledge, security
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interest, lien, charge, encumbrance, or restriction (whether on voting, sale,
transfer, disposition or otherwise), whether imposed by agreement,
understanding, law or otherwise, except those arising under applicable federal
or state securities laws.
ERISA. "ERISA" means the Employee Retirement Income Security Act of
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1974, as amended, or any successor statute.
Exchange Act. "Exchange Act" means the Securities Exchange Act of
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1934, as amended, or any successor statute.
Excluded Entities. "Excluded Entities" means LaTex Resources
-----------------
International Inc.; Wexford Technology, Inc.; Imperial Petroleum, Inc. and
Phoenix Metals, Inc.
GAAP. "GAAP," with respect to the LaTex Entities, means generally
----
accepted accounting principles set forth in the opinions and pronouncements of
the Accounting Principles Board of the American Institute of Certified Public
Accountants, in statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as may be
approved by a significant segment of the accounting profession, which are
applicable to the circumstances as of the date of determination, and with
respect to the Alliance Entities, means Financial Reporting Standards and
Statements of Standard Accounting Practice issued by the Accounting Standards
Board and its predecessor which are current as of the date of determination.
Good and Defensible Title. "Good and defensible title" means such
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title that (i) is deducible of record (or otherwise acceptable to a reasonably
prudent title examiner) and free from reasonable doubt to the end that a prudent
person engaged in the business of the ownership, development and operation of
oil and gas properties with knowledge of all of the facts and appreciation of
their legal significance would be willing to accept the same, (il) is free and
clear of all Encumbrances, except for Permitted Encumbrances, and (iii) with
respect to each Major Oil and Gas Interest of the Alliance Entities or the LaTex
Entities, as the case may be, entitles the relevant party or Subsidiary to
receive not less than the Net Revenue Interest set forth in Exhibit A-I or A-2
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(with respect to the Alliance Entities), and Exhibit B-1 or B-2 (with respect
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to the LaTex Entities) with respect to all Hydrocarbons produced and
attributable to such Major Oil and Gas Interest, and obligates the party or the
relevant Subsidiary to pay costs and expenses relating to such Major Oil and Gas
Interest in an amount not greater than the Working Interest set forth in Exhibit
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A-I or A-2 (with respect to the Alliance Entities), and Exhibit B-l or B-2 (with
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respect to the LaTex Entities) with respect to such Major Oil and Gas Interest.
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Governmental Entity. A "Governmental Entity" is any federal, state,
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municipal, domestic or foreign court, tribunal, administrative agency,
department, commission, board, bureau or other governmental authority or
instrumentality.
Hydrocarbons. "Hydrocarbons" mean oil, gas and/or other liquid and
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gaseous hydrocarbons or any combination thereof.
LaTex. "LaTex" means LaTex Resources, Inc., a Delaware Corporation.
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LaTex Common Shares. "LaTex Common Shares" means all of the issued
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and outstanding common stock of LaTex, par value $.O1 per share.
LaTex Disclosure Schedule. The "LaTex Disclosure Schedule" is the
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Disclosure Schedule delivered by LaTex to Alliance contemporaneously with the
execution of this Agreement. Each heading in the LaTex Disclosure Schedule shall
refer to the applicable section of this Agreement.
LaTex Entitles. "LaTex Entities" means LaTex and its Subsidiaries
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other than the Excluded Entities.
LaTex Financial Statements. The "LaTex Financial Statements" are,
--------------------------
collectively, the respective audited consolidated financial statements of the
LaTex Entities as of and for the years ended July 31, 1994 and 1995; and the
respective unaudited interim consolidated financial statements of the LaTex
Entities as of and for the quarter and nine months ended April 30, 1996.
LaTex Interests. "LaTex Interests" means:
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(a) the Major Oil and Gas Interests of the LaTex Entities;
(b) the Miscellaneous Interests of the LaTex Entities; and
(c) all of the rights, titles and interests, whether direct or
indirect, of the LaTex Entities in and to all of the property, rights and
interests incident to such Major Oil and Gas Interests or such Miscellaneous
Interests, including without limitation all of the rights, titles and interests
of the LaTex Entities in and to all LaTex Oil and Gas Contracts, leases, rights-
of-way, easements , options, orders and rulings of applicable regulatory
agencies, wells, lease and well equipment, machinery, production facilities,
processing facilities, gathering systems, transportation systems, disposal
systems, fixtures and other items of personal property and improvements now or
as of the Closing Date appurtenant to such Major Oil and Gas Interests or such
Miscellaneous Interests or used, obtained or held for use in connection with the
operation of such Major Oil and Gas Interests or such Miscellaneous Interests or
with the production, treatment, sale or disposal of Hydrocarbons or water
produced therefrom or attributable thereto.
LaTex's Reimbursable Expenses. "LaTex's Reimbursable Expenses" shall
-----------------------------
mean all costs and expenses, evidenced by reasonable and customary documentary
support, that have been incurred (prior to and following the execution of this
Agreement) by, or for which liability
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has (prior to and following the execution of this Agreement) arisen on the part
of the LaTex Entities in connection with (i) the investigation of the Alliance
Entities and due diligence conducted by or on behalf of LaTex and (ii) the
negotiation, execution and performance of this Agreement and the consummation of
the transactions contemplated hereby (including, without limitation, the
financing of the Merger), including, without limitation, (A) any financial
advisory fees payable by LaTex, (B) amounts payable in respect of legal,
financial and accounting services provided by outside advisors to LaTex and
(C) other reasonable expenses incurred by LaTex in connection with the Merger.
LaTex Reserve Report. "LaTex Reserve Report" means that reserve report
--------------------
with respect to Latex's Major Oil and Gas Interests effective April 1, 1996
prepared by Lee Keeling and Associates.
LaTex Series A Shares. "LaTex Series A Shares" means all of the issued
---------------------
and outstanding Series A Convertible Preferred Stock of LaTex, par value $.01
per share.
LaTex Series B Shares. "LaTex Series B Shares" means all of the issued
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and outstanding Series B Senior Convertible Preferred Stock of LaTex, par value
$.01 per share.
LaTex Shares. "LaTex Shares" means the LaTex Common Shares, LaTex
------------
Series A Shares and LaTex Series B Shares.
LaTex Stockholders. "LaTex Stockholders" means the holders of LaTex
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Shares and holders of Options and Warrants of LaTex from time to time.
Leases. "Leases" means oil, gas and mineral leases, oil and gas
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leases, oil leases, gas leases, other mineral leases, subleases, assignments of
operating rights and similar agreements, and any extensions or renewals thereof.
Major Non-Producing Leases. "Major Non-Producing Leases" of the
--------------------------
Alliance Entities or the LaTex Entities, as the case may be, means all of such
group's rights, titles and interests, including leasehold interests, whether
direct or indirect, in and to the lands and Leases described in Exhibit A-2
(with respect to the Alliance Entities) or Exhibit B-2 (with respect to the
LaTex Entities), as appropriate.
Major Oil and Gas Interests. "Major Oil and Gas Interests" of Alliance
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Entities or the LaTex Entities, as the case may be, means (i) the Major
Producing Leases of the Alliance Entities or the LaTex Entities, as the case may
be, and (ii) the Major Non-Producing Leases of the Alliance Entities or the
LaTex Entities, as the case may be.
Major Producing Leases. "Major Producing Leases" of the Alliance
----------------------
Entities or the LaTex Entities, as the case may be, means all of such group's
rights, titles and interests, whether direct or indirect, in and to the Wells
described in Exhibit A-l (with respect to the Alliance Entities) or Exhibit B-1
----------- -----------
(with respect to the LaTex Entities) and in and to any Leases (whether or not
described in Exhibit A-1 (with respect to the Alliance Entities) or Exhibit B-2
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(with respect
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to the LaTex Entities) upon which such Wells have been drilled or which have
been pooled or unitized with Leases upon which such Wells have been drilled.
Material Effect. "Material Effect" means a material adverse effect on
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the business or financial condition of a party and its Subsidiaries taken as a
whole.
Merger. "Merger" means the merger of Newco with and into LaTex as
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described in Section 2.1.
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Miscellaneous Interests. "Miscellaneous Interests" of the Alliance
-----------------------
Entities or the LaTex Entities, as the case may be, means all of such group's
claims, rights, titles and interests, whether direct or indirect, in and to all
Leases, royalty interests, overriding royalty interests and other oil, gas and
mineral properties of every kind and character, whether producing, non-
producing, developed or undeveloped, wherever situated (other than its Major Oil
and Gas Interests), including without limitation those oil, gas and mineral
properties described in Exhibit A-3 (with respect to the Alliance Entities) or
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Exhibit B-3 (with respect to the LaTex Entities).
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Alliance. "Alliance" means Alliance Resources Plc, a public limited
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company incorporated in England and Wales.
Alliance Disclosure Schedule. The "Alliance Disclosure Schedule" is
----------------------------
the Disclosure Schedule delivered by Alliance to LaTex contemporaneously with
the execution of this Agreement. Each heading in the Alliance Disclosure
Schedule shall refer to the applicable section of this Agreement.
Alliance Entities. "Alliance Entities" means Alliance and its
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Subsidiaries.
Alliance Financial Statements. The "Alliance Financial Statements"
-----------------------------
are, collectively, the audited consolidated financial statements of the Alliance
Entities as of and for the year ended April 30, 1995 and the five month period
ended September 30, 1995; and the unaudited interim financial statements of the
Alliance Entities as of and for the six months ended October 31, 1995.
Alliance Interests. "Alliance Interests" means:
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(a) the Major Oil and Gas Interests of the Alliance Entities;
(b) the Miscellaneous Interests of the Alliance Entities; and
(c) all of the rights, titles and interests, whether direct or
indirect, of the Alliance Entities in and to all of the property, rights and
interests incident to such Major Oil and Gas Interests or such Miscellaneous
Interests, including without limitation all of the rights, titles and interests
of the Alliance Entities in and to all Alliance Oil and Gas Contracts, leases,
rights-of-way, easements, options, orders and rulings of applicable regulatory
agencies, wells, lease and well equipment, machinery, production facilities,
processing facilities, gathering systems, transportation systems, disposal
systems, fixtures and other items of personal property and
5
improvements now or as of the Closing Date appurtenant to such Major Oil and Gas
Interests or such Miscellaneous Interests or used, obtained or held for use in
connection with the operation of such Major Oil and Gas Interests or such
Miscellaneous Interests or with the production, treatment, sale or disposal of
Hydrocarbons or water produced therefrom or attributable thereto.
Alliance's Reimbursable Expenses. "Alliance's Reimbursable Expenses"
--------------------------------
shall mean all costs and expenses, evidenced by reasonable and customary
documentary support, that have been incurred (prior to and following the
execution of this Agreement) by, or for which liability has (prior to and
following the execution of this Agreement) arisen on the part of the Alliance
Entities in connection with (i) the investigation of the LaTex Entities and due
diligence conducted by or on behalf of Alliance and (ii) the negotiation,
execution and performance of this Agreement and the consummation of the
transactions contemplated hereby (including, without limitation, the financing
of the Merger), including, without limitation, (A) any financial advisory fees
payable by Alliance, (B) amounts payable in respect of legal, fmancial and
accounting services provided by outside advisors to Alliance and (C) other
reasonable expenses incurred by Alliance in connection with the Merger.
Alliance Reserve Report. "Alliance Reserve Report" means that reserve
-----------------------
report with respect to Alliance's Major Oil and Gas Interests effective April 1,
1996, prepared by Ryder Scott Company.
Alliance Shares. "Alliance Shares" means all of the issued and
---------------
outstanding ordinary shares of (Pounds)0.01 each in the capital of Alliance.
Alliance Stockholders. "Alliance Stockholders" means the holders of
---------------------
Alliance Shares from time to time.
Net Revenue Interest. "Net Revenue Interest" (or "NRI") means the
--------------------
decimal interest in and to all production of the Hydrocarbons produced and saved
or sold from the Alliance Interests or the LaTex Interests, as the case may be,
after giving effect to all valid lessors' royalties, overriding royalties and/or
other non-expense bearing burdens against production.
Net Revenue Interest After Payout. "Net Revenue Interest After
---------------------------------
Payout" ("NRIAPO") means the NRI after any payout occurs in connection with any
NRI described in Exhibits A-l and A-2 (with respect to the Alliance Entities) or
--------------------
Exhibits B-l and B-2 (with respect to the LaTex Entities) to this Agreement.
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Such payouts are defined and shall occur pursuant to the agreements relating
thereto.
Net Revenue Interest Before Payout. "Net Revenue Interest Before
----------------------------------
Payout" ("NRIBPO") means the NRI before any payout occurs in connection with any
NRI described in Exhibits A-l and A-2 (with respect to the Alliance Entities) or
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Exhibits B-l and B-2 (with respect to the LaTex Entities) to this Agreement.
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Such payouts are defined and shall occur pursuant to the agreements relating
thereto.
Oil and Gas Contracts. "Oil and Gas Contracts" means all Leases,
---------------------
permits, licenses, farmout or farmin agreements, bottom hole or acreage
contribution agreements,
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operating agreements, unit agreements, declarations or orders, joint venture,
exploration, participation or acquisition agreements, division orders,
production sales, purchase, exchange, processing or transportation agreements
and all other contracts and agreements in effect or in existence on the date
hereof and affecting or relating to the ownership or operation of the Alliance
Interests or the LaTex Interests, as the case may be, or the disposition of the
Hydrocarbons produced therefrom. The Oil and Gas Contracts affecting or relating
to the Alliance Interests are referred to herein as the "Alliance Oil and Gas
Contracts" and the Oil and Gas Contracts affecting or relating to the LaTex
Interests are referred to herein as the LaTex Oil and Gas Contracts.
Paying Agent. "Paying Agent" means the transfer agent for the Alliance
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Shares.
Permitted Encumbrances. "Permitted Encumbrances" means (i) lessor's
royalties, overriding royalties, division orders and sales contracts covering
Hydrocarbons, reversionary interests and similar burdens and all existing
operating agreements and unit agreements, if the net cumulative effect of the
same does not operate to reduce the Net Revenue Interests of the Alliance
Interests or the LaTex Interests, as the case may be, to less than the Net
Revenue Interests set forth in Exhibits A-1 and A-2 (with respect to the
--------------------
Alliance Entities) or Exhibits B-1 and B-2 (with respect to the LaTex Entities)
--------------------
or increase the Working Interests of the Alliance Interests or the LaTex
Interests, as the case may be, to more than the Working Interests set forth in
Exhibits A-l and A-2 (with respect to the Alliance Entities) or Exhibits B-1 and
- -------------------- ----------------
B-2 (with respect to the LaTex Entities) (unless there is a corresponding
- ---
increase in the Net Revenue Interests); (ii) any and all federal and state
regulatory orders and rules to which the Alliance Interests or the LaTex
Interests, as the case may be, are presently subject; (iii) preferential rights
to purchase and required third-party consents to assignments and similar
agreements; (iv) liens for Taxes not due or not delinquent at the time of
Closing or the validity of which are being contested in good faith by
appropriate actions; (v) statutory Encumbrances not yet delinquent; (vi) all
rights to consent by, required notices to, filings with, or other actions by
governmental entities in connection with the sale or conveyance of leases or
interests therein if the same are customarily obtained after such sale or
conveyance; (vii) easements, rights-of-way, servitudes, permits, surface leases
and other rights in respect of surface operations, pipelines, grazing, logging,
canals, ditches, reservoirs or the like; and easements for streets, alleys,
highways, pipelines, telephone lines, power lines, railways and other easements
and rights-of-way, on, over or in respect of any of the Alliance Interests or
the LaTex Interests, as the case may be; (viii) liens of operators relating to
obligations not yet due or not delinquent; (ix) title problems commonly
encountered in the oil and gas business which would not be considered material
by a reasonable and prudent person engaged in the business of the ownership,
development and operating of oil and gas properties with knowledge of all the
facts and appreciation of their legal significance; and (x) Encumbrances
described in Exhibit A-1, A-2 and A-3 (with respect to the Alliance Entities) or
-----------------------
Exhibit B-1, B-2 and B-3 (with respect to the LaTex Entities).
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Plan. "Plan" means (i) any employee benefit plan as defined in
----
Section 3(3) of ERISA, which is (a) maintained by a party or any of its
Subsidiaries, or (b) to which a party or any of its Subsidiaries is making or
accruing an obligation to make contributions, or (ii) any other formal or
informal obligation to, arrangement with, or plan or program for the benefit of,
employees of a party or any of its Subsidiaries, including, but not limited to,
stock options, stock bonuses, stock purchase agreements, bonuses, incentive
compensation, deferred compensation,
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supplemental pensions, vacations, severance pay, insurance or any other benefit,
program or practice.
Securities Act. "Securities Act" means the Securities Act of 1933, as
--------------
amended, or any successor statute.
Subsidiary and Subsidiaries. "Subsidiary" or "Subsidiaries" means any
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corporation more than fifty percent (50%) of the voting power of which is owned
directly or indirectly by a party or other relevant person, as the context
requires, other than the Excluded Entities with respect to LaTex.
Surviving Corporation. "Surviving Corporation" is as defined in
---------------------
Section 2.1.
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Taxes. "Taxes" means all taxes, charges, fees, levies, duties or other
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assessments, including, without limitation, income, gross receipts, excise, ad
valorem, property, production, severance, sales, use, license, payroll and
franchise taxes, imposed by any Govermnental Entity and includes any estimated
tax, interest and penalties or additions to tax.
Tax Return. "Tax Return" means a report, return or other information
----------
required to be supplied by a party comprising a part of the Alliance Entities or
the LaTex Entities, as the case may be, to a Governmental Entity in connection
with Taxes including, where permitted or required, combined or consolidated
returns for any group of entities that includes that entity.
Warrants. "Warrants" means those warrants to purchase up to 3,034,750
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LaTex Common Shares pursuant to publicly and privately issued warrants.
Wells. "Wells" means the wells described in Exhibit A-1 (with respect
----- -----------
to the Alliance Entities) or Exhibit B-1 (with respect to the LaTex Entities),
-----------
as appropriate. The Wells of the Alliance Entities are referred to herein as
"Alliance' s Wells" and the Wells of the LaTex Entities are referred to herein
as "LaTex's Wells."
Working Interest. "Working Interest" ("WI") means the decimal interest
----------------
in the full and entire leasehold estate in any of the Alliance Interests or the
LaTex Interests, as the case may be, and all rights and obligations of every
kind and character pertinent thereto or arising therefrom, without regard to any
valid lessor royalties, overriding royalties and/or other burdens against
production insofar as interest in said leasehold is burdened with the obligation
to bear and pay the cost of exploration, development and operation.
Working Interest After Payout. "Working Interest After Payout"
-----------------------------
("WIAPO") means the WI after any payout occurs in connection with any WI
described in Exhibits A-1 and A-2 (with respect to the Alliance Entities) or
--------------------
Exhibits B-1 and B-2 (with respect to the LaTex Entities) to this Agreement.
- --------------------
Such payouts are defined and shall occur pursuant to the agreements relating
thereto.
Working Interest Before Payout. "Working Interest Before Payout
------------------------------
("WIAPO") means the WI before any payout occurs in connection with any WI
described in Exhibits A-1 and
------------
8
A-2 (with respect to the Alliance Entities) or Exhibits B-1 and B-2 (with
- --- --------------------
respect to the LaTex Entities) to this Agreement. Such payouts are defined and
shall occur pursuant to the agreements relating thereto.
2. The Merger
----------
2.1 The Merger. Subject to the terms and conditions of this
----------
Agreement, at the Effective Time, Newco shall be merged with and into LaTex and
the separate corporate existence of Newco shall cease (the "Merger"). LaTex
shall be the surviving corporation in the Merger (sometimes referred to as the
"Surviving Corporation") and shall continue to be governed by the laws of the
State of Delaware, and the separate corporate existence of LaTex with all its
rights, privileges, immunities, powers and franchises shall continue unaffected
by the Merger, except as set forth below in this Article 2. The Merger shall
---------
have the effects specified in the DGCL.
2.2 Effective Time. On the Closing Date, LaTex and Alliance will
--------------
cause a Certificate of Merger (the "Certificate of Merger") to be executed and
filed with the Secretary of State of Delaware as provided in Section 251 of the
DGCL to reflect the Merger. The Merger shall become effective at the date and
time at which the Certificate of Merger is duly filed with the Secretary of
State of Delaware, and such time is referred to in this Agreement as the
"Effective Time."
2.3 The Certificate of Incorporation. The Certificate of
--------------------------------
Incorporation of LaTex in effect at the Effective Time shall be the Certificate
of Incorporation of the Surviving Corporation, until duly amended in accordance
with the terms thereof and the DGCL.
2.4 The Bylaws. The Bylaws of LaTex in effect at the Effective Time
----------
shall be the Bylaws of the Surviving Corporation, until duly amended in
accordance with the terms thereof and the DGCL.
2.5 Officers and Directors. The officers and directors of Newco at
----------------------
the Effective Time shall be the officers and directors of the Surviving
Corporation until their successors have been duly elected or appointed and
qualified or until their earlier death, resignation or removal in accordance
with the Surviving Corporation's Certificate of Incorporation and Bylaws.
2.6 Conversion or Cancellation of LaTex Shares and Newco Shares. The
-----------------------------------------------------------
LaTex Shares shall be cancelled and the Newco Shares shall be converted in the
Merger as follows:
(a) At the Effective Time,
(i) each LaTex Common Share issued and outstanding immediately
prior to the Effective Time, other than Dissenting Shares, shall by
virtue of the Merger and without any action on the part of the holder
thereof, be cancelled and the holder shall, in consideration of such
cancellation, become entitled to the allotment of 0.8806 Alliance
Shares;
9
(ii) each LaTex Series A Share issued and outstanding
immediately prior to the Effective Time, other than Dissenting Shares,
shall by virtue of the Merger and without any action on the part of
the holder thereof, be cancelled and the holder shall, in
consideration of such cancellation, become entitled to the allotment
of 2.6445 Alliance Shares;
(iii) each LaTex Series B Share issued and outstanding
immediately prior to the Effective Time, other than Dissenting Shares,
shall by virtue of the Merger and without any action on the part of
the holder thereof, be cancelled and the holder shall, in
consideration of such cancellation, become entitled to the allotment
of 5.8709 Alliance Shares;
(iv) each Warrant outstanding at the signing of this Agreement,
and remaining outstanding at the Effective Time, whether or not then
exercisable or vested, shall be cancelled and the holders shall, in
consideration of such cancellation, become entitled to receive a new
warrant issued by Alliance pursuant to which the holder will have the
right to subscribe for, in accordance with the terms and subject to
the conditions of the existing Warrant, that number of Alliance Shares
as the holder would have been entitled to receive had the holder
exercised the existing Warrant immediately prior to the Closing Date,
but only in accordance with the terms and conditions of the existing
Warrant,
with the result that, immediately after the Effective Time, the persons who held
LaTex Shares (including those who receive LaTex Shares in consideration for the
cancellation of outstanding options to purchase LaTex Shares) shall hold
21,448,520 Alliance Shares, constituting 72% of the Alliance Shares then
outstanding (including the 237,500 post-reverse split Alliance Shares issuable
upon exercise of the options approved for management of Alliance) and the
holders of Warrants shall have the right to subscribe an additional 0.8806
Alliance Shares for each LaTex Common Share subject to the Warrants, pursuant to
replacement warrants to be issued by Alliance under the provisions of Section
-------
2.6(a)(iv), subject, in each case, to appropriate adjustments to reflect the
- ----------
reverse stock split referred to in Section 2.10(c).
---------------
(b) By virtue of the Merger and without any action on the part of the
holders thereof, all LaTex Shares and all Warrants shall no longer be
outstanding and shall be canceled and shall cease to exist and each holder of a
certificate representing LaTex Shares or an agreement representing Warrants
shall thereafter cease to have any rights with respect to such LaTex Shares or
such Warrants, and in consideration therefor shall be entitled to receive the
Alliance Shares specified in this Section upon the surrender of the certificate
representing the LaTex Shares as provided in Section 2.7, or the new warrant
-----------
issued by Alliance upon the surrender of the agreement with respect to the
Warrant as provided in Section 2.7 or the right, if any, to receive payment from
-----------
the Surviving Corporation of the "fair value" of such LaTex Shares as determined
in accordance with Section 262 of the DGCL. This Agreement shall effect an
amendment to the Certificate of Incorporation of LaTex with the effects
described in this Article 2, and approval of this Agreement by holders of LaTex
---------
Shares shall constitute approval of such amendments. Until such surrender, no
dividend or other distribution, if any, payable to holders of record of Alliance
Shares as of any date on or after the Closing Date shall be paid to the holder
of certificates
10
representing LaTex Shares but upon surrender of certificates representing the
LaTex Shares as provided in Section 2.7, such holder shall be entitled to
-----------
receive all dividends and other distributions, if any, without interest, that
have become payable subsequent to the Effective Time with respect to the number
of Alliance Shares such holder is to receive.
(c) At the Effective Time, each Newco Share issued and outstanding
immediately prior to the Effective Time shall, by virtue of the Merger and
without any action on the part of Newco or the holder of such Shares, be
converted into one share of common stock of the Surviving Corporation.
2.7 Payment for LaTex Shares; New Warrants.
--------------------------------------
(a) Alliance shall, with effect from the Effective Time, allot the new
Alliance Shares to the holders of LaTex Shares which allotment shall be
conditioned on the relevant holders of LaTex Shares complying with Section
-------
2.7(b) and shall make available or cause to be made available to the Paying
- ------
Agent at the Effective Time certificates in respect of the Alliance Shares
sufficient to enable the Paying Agent to deliver the necessary certificates in
respect of the Alliance Shares to the holders of LaTex Shares as required by
Section 2.6.
- -----------
(b) On or after the Closing Date, each person who is at the Effective
Time a holder of record of issued and outstanding LaTex Shares may deliver to
the Paying Agent a letter of transmittal in a form suitable to the Paying Agent
duly executed and completed in accordance with the instructions thereto,
together with such holders' certificates representing such LaTex Shares, and
Alliance shall cause the Paying Agent to deliver to such holders certificates in
respect of the Alliance Shares and any dividends or distributions thereon to
which such holders are then entitled. Upon surrender to the Paying Agent of such
certificates, together with such letter of transmittal, duly executed and
completed in accordance with the instructions thereto, Alliance shall promptly
cause to be delivered to the persons entitled thereto certificates in respect of
the Alliance Shares and any dividends or distributions thereon to which such
persons are then entitled.
(c) Fractional Alliance Shares will not be issued to any person. In
lieu of issuing a fractional Alliance Share to any person, Alliance will round
the number of Alliance Shares to be issued to each person to the nearest whole
number of Alliance Shares.
(d) If Alliance Shares are to be issued to a person other than the
registered holder of the certificates surrendered, it shall be a condition of
such issue that the certificates so surrendered shall be properly endorsed or
otherwise in proper form for transfer and that the person requesting such
delivery shall pay any transfer or other taxes required by reason of the
delivery to a person other than the registered holder of the certificates
surrendered or establish to the satisfaction of Alliance or the Paying Agent
that such tax has been paid or is not applicable.
(e) Sixty (60) days following the Effective Time, Alliance shall be
entitled to cancel the allotment of Alliance Shares and to cause the Paying
Agent to deliver to Alliance the share certificates in respect of any Alliance
Shares made available to the Paying Agent that have not been delivered to
holders of certificates formerly representing LaTex Shares outstanding at the
Effective Time, and thereafter, such holders shall be entitled to look to
Alliance only as general
11
creditors thereof with respect to the issue of Alliance Shares and any dividends
or distributions thereon upon due surrender of their certificates or agreements.
Notwithstanding the foregoing, neither the Paying Agent nor any party hereto
shall be liable to any holder of certificates formerly representing LaTex Shares
for any Alliance Shares or any dividends or distributions thereon delivered to a
public official pursuant to any applicable abandoned property, escheat or
similar law. Alliance shall pay all charges and expenses, including those of the
Paying Agent, in connection with the exchange of Alliance Shares for LaTex
Shares.
(f) On or after the Closing Date, each person who is at the
Effective Time a holder of record of issued and outstanding Warrants may deliver
to Alliance the agreements representing such Warrants and Alliance shall deliver
to such holders an agreement representing the new warrants to purchase Alliance
Shares on the terms of, and as provided by, Section 2. 6(a)(iv).
2.8 Dissenters' Rights.
------------------
(a) Notwithstanding anything in this Agreement to the contrary,
LaTex Shares that are issued and outstanding immediately prior to the Effective
Time and that are held by LaTex Stockholders who have delivered a written demand
for appraisal of such LaTex Shares in the manner provided in Section 262 of the
DGCL (the "Dissenting Shares") shall not be cancelled and the holders thereof
shall not receive the right to receive the consideration provided in Section
-------
2.6(a), unless and until such holder shall have failed to perfect or shall have
- ------
effectively withdrawn or lost the right to appraisal and payment under the DGCL,
as the case may be. If such holder shall have failed to perfect or shall have
effectively withdrawn or lost such right, the LaTex Shares shall thereupon be
deemed to have been cancelled and the holders thereof to have become entitled,
with effect from the Effective Time, to receive the consideration specified in
Section 2.6.
- -----------
(b) LaTex promptly shall give Alliance notice of any demand made by
or on behalf of any dissenting LaTex Stockholder to be paid the "fair value" of
the LaTex Stockholder's LaTex Shares, as provided in Section 262 of the DGCL,
and the Surviving Corporation shall thereupon have sole and exclusive rights to
conduct and resolve, in its sole discretion, all negotiations proceedings and
ultimate disposition with respect to any such demands in any manner that the
Surviving Corporation may elect. All such payments shall be made solely by the
Surviving Corporation and shall not be made by, nor shall Alliance reimburse the
Surviving Corporation for, such payments.
2.9 Transfer of LaTex Shares After the Effective Time. No transfers
-------------------------------------------------
of LaTex Shares shall be made on the stock transfer books of the Surviving
Corporation at or after the Effective Time. If, after the Effective Time,
certificates formerly representing LaTex Shares are presented to the Surviving
Corporation, they shall be canceled and the holders thereof shall instead be
entitled to be issued Alliance Shares as provided in this Article 2.
---------
2.10 Approval of the Stockholders and Registration.
---------------------------------------------
(a) As soon as reasonably practicable after the date of this
Agreement, LaTex will, in compliance with all applicable state and federal laws,
and in form and substance
12
satisfactory to Alliance, file with the Commission solicitation material
necessary, and use its best efforts, after effectiveness of the registration
statement referred to in Section 2.10(b), to obtain the approval of the LaTex
Stockholders to the Merger. The materials sent by LaTex in connection with the
approval of the LaTex Stockholders will not include any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. Alliance agrees to furnish to LaTex all
information (which shall meet the standard of the preceding sentence) reasonably
requested by LaTex in connection with preparing such materials. The materials
shall in form and substance be satisfactory to Alliance and shall include all
information regarding the Alliance Entities required by applicable law to inform
holders of the LaTex Shares of all necessary information concerning the Merger
and of their appraisal rights under the DGCL. LaTex agrees to use its best
efforts to cooperate with Alliance in soliciting the approval of the LaTex
Stockholders to the Merger as soon as is reasonably practicable. Subject to
compliance with their fiduciary duties in connection with an Alternative
Transaction as described in Section 6.9 as advised in writing by outside
counsel, the board of directors of LaTex shall recommend approval by the LaTex
Stockholders of the Merger, without reservation or qualification.
(b) As soon as reasonably practicable after the date of this
Agreement, Alliance will, in compliance with all applicable state and federal
laws, and in form and substance satisfactory to LaTex, file with the Commission
and applicable state authorities, and use its best efforts to obtain the
effectiveness of, a registration statement relating to the issuance of the
Alliance Shares in the Merger. The filing may be made in conjunction with the
filing by LaTex of solicitation material for the LaTex Stockholders. The
materials filed by Alliance will not include any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading. LaTex agrees to furnish to Alliance all information
(which shall meet the standard of the preceding sentence) reasonably requested
by Alliance in connection with preparing such materials. The materials shall in
form and substance be satisfactory to LaTex and shall include all information
regarding the Alliance Entities required by applicable law to inform holders of
the LaTex Shares of all necessary information concerning the Merger and of their
appraisal rights under the DGCL.
(c) As soon as reasonably practicable after the date of this
Agreement, Alliance will, in compliance with all applicable laws, and in form
and substance satisfactory to LaTex, file with London Stock Exchange Limited
solicitation materials reasonably necessary, and use its best efforts, to obtain
the approval of the Alliance Stockholders to the Merger, to the issue of the new
Alliance Shares and to a 40 to one reverse stock split of the Alliance Shares.
The materials sent by Alliance in connection with the approval of Alliance
Stockholders will not include any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading. LaTex agrees to furnish to Alliance all information (which shall
meet the standard of the preceding sentence) reasonably requested by Alliance in
connection with preparing such materials. The materials shall in form and
substance be satisfactory to LaTex and shall include all information regarding
the LaTex Entities required by applicable law or regulation to inform holders of
the Alliance Shares of all necessary information concerning the Merger and the
reverse stock split. Alliance agrees to use its best efforts in soliciting the
approval of the Alliance
13
Stockholders to the Merger and the reverse stock split as soon as is reasonably
practicable. Subject to compliance with their fiduciary duties in connection
with an Alternative Transaction as described in Section 7.8 as advised in
-----------
writing by outside counsel, the board of directors of Alliance shall recommend
approval by the Alliance Stockholders of the Merger and the reverse stock split,
without reservation or qualification.
2.11 Restructuring Option. At any time on or before September 15,
--------------------
1996, Alliance shall have the right (but not the obligation) to elect to
restructure the Merger and the transaction contemplated thereby in a manner
determined by Alliance with the consent of LaTex, which consent will not be
unreasonably withheld, and which restructured transaction will include the
following: (a) the LaTex Stockholders (excluding holders of LaTex Warrants)
will, immediately prior to the completion of the transaction, hold 72% of the
equity, and the Alliance Stockholders and the holders of Alliance options will,
immediately prior to the completion of the transaction, hold 28% of the equity,
and (b) the matters to be addressed in the opinion described in Section 9(k)
------------
will be true and correct as of the closing of such restructured transaction.
Furthermore, such restructured transaction will, to the extent reasonably
practical, otherwise contain the terms reflected in this Agreement. Upon
Alliance's timely exercise of its rights under this Section, the parties shall
promptly execute such documents and agreements and shall take such other action
as may be necessary or appropriate to effect such restructuring.
3. The Closing.
-----------
3.1 Time and Place of Closing. The closing of the Merger (the
-------------------------
"Closing"), shall, unless otherwise agreed to in writing by the parties, take
place at the offices of Jenkens & Gilchrist, P.C., 1445 Ross Avenue, Suite 3200,
Dallas, Texas at 10:00 a.m., local time, on the Closing Date.
3.2 Obligations of LaTex at or Prior to the Closing. At or prior to
-----------------------------------------------
the Closing, LaTex shall deliver to Alliance the following:
(a) A copy of the charters of each of the LaTex Entities certified
as of a date within ten days of the Closing Date by the Secretary of State of
the state of incorporation of each of the respective entities and certified by
the respective corporate secretary as to the absence of any amendments between
the date of certification by the respective Secretary of State and the Closing
Date;
(b) A certificate from the appropriate governmental officials of the
state of incorporation as to the existence and good standing of each of the
LaTex Entities and the payment of Taxes by each of the LaTex Entities as of a
date within ten days of the Closing Date, and, if available, a telecopy from
such officials as to the same matters dated the business day before the Closing
Date;
(c) A certificate of the corporate secretary of each of the LaTex
Entities attaching thereto a true and correct copy of the bylaws of the
respective entity;
14
(d) A certificate of the corporate secretary of LaTex attaching
copies of the resolutions of the board of directors and the LaTex Stockholders
approving the Merger;
(e) The Certificate of Merger duly executed on behalf of LaTex;
(f) The certificate of an officer of LaTex referred to in Section
-------
8(b);
- ----
(g) The agreement from each of the Affiliates of LaTex relating to
his, her or its investment in the Alliance Shares referred to in Section 8(d);
------------
(h) The opinion of LaTex's counsel referred to in Section 8(e);
------------
(i) All contracts, contract amendments, LaTex Oil and Gas Contracts,
commitments, leases, books, records, files and other data relating to any of the
LaTex Entities and their assets then in the possession of the LaTex
Stockholders;
(j) All consents or approvals of any third party that are required
to be identified pursuant to Section 4.4; and
-----------
(k) Such other documents as are required pursuant to this Agreement
or as may reasonably be requested from LaTex by Alliance or its counsel.
3.3 Obligations of Alliance and Newco at or Prior to the Closing. At
------------------------------------------------------------
or prior to the Closing, Alliance shall deliver to LaTex the following:
(a) a copy of the Memorandum and Articles of Association (and all
amendments thereto, if any) of Alliance and each of Alliance's U.K. Subsidiaries
certified by the corporate secretary as to the absence of any amendments as of
the Closing Date;
(b) a copy of the charters of Newco and each of Alliance's
Subsidiaries not included in Section 3.3(a) certified as of a date within ten
--------------
days of the Closing Date by the appropriate governmental officials of the
jurisdiction of organization of each of the respective entities and certified by
the respective corporate secretary as to the absence of any amendments between
the date of certification by the governmental official and the Closing Date;
(c) A certificate from the appropriate governmental officials of the
jurisdiction of organization of Newco and each of Alliance's Subsidiaries not
included in Section 3.3(a) as to the existence and good standing of such
--------------
Subsidiary as of the date within ten days of the Closing Date, and, if
available, a telecopy from such officials as to the same matters dated the
business day before the Closing Date;
(d) A certificate of the corporate secretary of each of Alliance and
Newco attaching copies of corporate resolutions duly adopted by the board of
directors and stockholders of each of them approving the Merger, the issue of
new Alliance Shares, the reverse stock split and authorizing the consummation of
the transactions contemplated hereby;
15
(e) The Certificate of Merger duly executed on behalf of New co;
(f) The certificate of an officer of Alliance and New co referred to
in Section 9(b);
------------
(g) The opinions of Alliance's and Newco's counsel referred to in
Section 9(d);
- ------------
(h) All consents or approvals of any third party that are required
to be identified pursuant to Section 5.4;
-----------
(i) Such other documents as are required pursuant to this Agreement
or as may reasonably be requested from Alliance by LaTex or its counsel.
4. Representations, Warranties and Covenants of LaTex. Except as
--------------------------------------------------
expressly set forth and specifically identified by section number of this
Agreement in the LaTex Disclosure Schedule, LaTex represents, warrants and
covenants to Alliance and Newco, on the date hereof and as of the Closing Date,
as follows:
4.1 Corporate Organization.
----------------------
(a) Each of the LaTex Entities is a corporation duly organized and
validly existing as a corporation and in good standing under the laws of its
jurisdiction of incorporation. Each of the LaTex Entities has the requisite
corporate power and authority to carry on its business as now being conducted
and to own, lease and operate its property and assets, and each of the LaTex
Entities is duly qualified or licensed to do business and is in good standing in
every jurisdiction in which the failure to be so qualified and licensed could
have a Material Effect. Section 4.1 of the LaTex Disclosure Schedule sets forth
--------------------------------------------
the name and state of incorporation of each of the LaTex Entities and each state
in which each of them is qualified or licensed to do business. LaTex has
heretofore delivered to Alliance true, correct and complete copies of each of
the LaTex Entities' respective Certificate of Incorporation and Bylaws as
presently in effect.
(b) Section 4.1 of the LaTex Disclosure Schedule sets forth a
--------------------------------------------
complete list of the present officers and directors of each of the LaTex
Entities.
4.2 Capitalization.
--------------
(a) The authorized, issued and outstanding capital stock of each of
the LaTex Entities is as set forth in Section 4.2 of the LaTex Disclosure
-----------------------------------
Schedule. All of the issued shares of each of the LaTex Entities are validly
- --------
issued, fully paid and nonassessable and none of such shares have been issued in
violation of the preemptive rights of any person.
(b) There are no (i) shares of capital stock or other securities
bearing voting or other equity rights, whether contingent or not, of any of the
LaTex Entities outstanding; (ii) outstanding subscriptions, puts, options,
warrants or other rights, contractual or otherwise, to purchase or acquire any
capital stock of any of the LaTex Entities; or (iii) contracts, commitments,
understandings, arrangements or restrictions by which any of the LaTex Entities
16
is or may become bound to issue any additional equity interests or any options
or rights with respect thereto, or any securities convertible into any equity
interests.
(c) The issued and outstanding stock of LaTex owned by the
directors, executive officers and 5 % or greater stockholders of LaTex is owned
of record, and to the knowledge of LaTex, beneficially, as described in Section
-------
4.2 of the LaTex Disclosure Schedule. LaTex owns all of the issued and
- ------------------------------------
outstanding stock of each of its Subsidiaries, directly or indirectly, free and
clear of all Encumbrances. Except for its Subsidiaries, neither LaTex nor any of
its Subsidiaries owns or holds any equity, debt or other interest in any entity
or business or any option to acquire any such interest, except for accounts
receivable that have arisen in the ordinary course of business.
4.3 Authority; No Violation.
-----------------------
(a) The execution and performance of this Agreement by LaTex have
been duly and validly authorized by the board of directors of LaTex and, except
for the approval of the LaTex Stockholders, no other corporate action is
necessary to authorize the execution, delivery and performance of this Agreement
by LaTex. LaTex has full, absolute and unrestricted right, power and authority
to execute and perform this Agreement and, subject to the approval by the LaTex
Stockholders, to carry out the transactions contemplated hereby. This Agreement
has been duly and validly executed by LaTex and, subject to approval by the
LaTex Stockholders, is a valid and binding obligation of LaTex, enforceable in
accordance with its terms, except as enforceability may be limited by
bankruptcy, moratorium, reorganization, receivership or similar laws affecting
the rights of creditors generally.
(b) None of the execution, delivery or performance of this Agreement
does or will, after the giving of notice, lapse of time or otherwise, (j) result
in any violation of or be in conflict with or constitute a default under any
term or provision of the Certificate of Incorporation or Bylaws of any of the
LaTex Entities of or any term or provision of any judgment, decree, order,
statute, injunction, rule or regulation applicable to any of the LaTex Entities,
or of any material note, bond, mortgage, indenture, lease, license, franchise,
agreement or other instrument or obligation to which any of the LaTex Entities
is bound; (ii) result in the creation of any material Encumbrance upon LaTex
Shares, the securities of the Surviving Corporation or any of the properties or
assets of the LaTex Entities pursuant to any such term or provision; or (iii)
constitute a material default under or give any party the right to accelerate,
amend or modify, terminate, abandon or refuse to perform or comply with, any
material contract, agreement, arrangement, commitment or plan to which any LaTex
Entities is a party, or by which any of the LaTex Entities or any of their
rights, properties or assets may be subject or bound.
4.4 Consents and Approvals. No consent, waiver, approval or
----------------------
authorization of, or declaration, designation, filing, registration or
qualification with, any Governmental Entity or any third party, is required to
be made or obtained by the LaTex Entities in connection with the execution,
delivery and performance of this Agreement or to preserve any material rights
and benefits enjoyed by any of the LaTex Entities on the date hereof following
the consummation of the transactions contemplated by this Agreement except (a)
those that have already been obtained or (b) those specifically contemplated by
this Agreement.
17
4.5 Violations of Laws, Permits, etc.
--------------------------------
(a) None of the LaTex Entities is in violation of any term or
provision of its Certificate of Incorporation or Bylaws. None of the LaTex
Entities is in violation of any term or provision of any judgment, decree,
order, statute, injunction, rule, ordinance or regulation applicable to it, or
of any agreement or instrument applicable to such entity where the violation
thereof would result in a Material Effect.
(b) Each of the LaTex Entities holds and has maintained in full
force and effect all certificates, licenses and permits material to the conduct
of its business, and has not received any notification that any revocation or
limitation thereof is threatened or pending where such revocation or limitation
would result in a Material Effect.
4.6 LaTex Financial Statements.
--------------------------
(a) In all material respects the consolidated LaTex Financial
Statements fairly present the consolidated assets, liabilities and financial
position of the respective entities purported to be covered thereby as of the
dates thereof and the results of their operations and cash flow for the
respective periods ended on such dates, all in conformity with GAAP consistently
applied, except that the April 30, 1996 unaudited interim financial statements
do not contain footnotes (that, if presented, would not differ materially from
those in the audited LaTex Financial Statements) and are subject to normal,
recurring year-end adjustments (which will not, individually or in the
aggregate, have a Material Effect).
(b) The LaTex Financial Statements were prepared from the books and
records of each of the respective entities purported to be covered thereby. Such
LaTex Financial Statements do not contain any items of a material special or
nonrecurring nature, except as expressly noted in such statements.
4.7 No Undisclosed Liabilities, etc. None of the LaTex Entities has
-------------------------------
any material liabilities or obligations, whether direct, indirect, absolute or
contingent (including, without limitation, liabilities as guarantor or otherwise
with respect to obligations of others), except (a) liabilities that are fully
reflected on or reserved against on the latest balance sheet of such entity
included in the LaTex Financial Statements or (b) liabilities incurred in the
ordinary course of business since the date of the latest balance sheet included
in the LaTex Financial Statements that are consistent with past practice.
4.8 Absence of Certain Changes. Since the date of the latest audited
--------------------------
LaTex Financial Statement, except as specifically disclosed in the April 30,1996
unaudited interim consolidated LaTex Financial Statements, none of the LaTex
Entities has:
(a) Suffered any change that would result in a Material Effect;
(b) Adopted or made any change in any pension, retirement, profit
sharing or other employee benefit plan or arrangement;
18
(c) Borrowed or agreed to borrow any money or incurred, assumed or
become subject to, whether directly or by way of guarantee or otherwise, any
other material obligation or liability for borrowed money, whether absolute or
contingent;
(d) (i) Issued, purchased or redeemed any of its capital securities
or any option, warrant or right to purchase any of the same; or (ii) authorized,
declared or made any dividends, distributions of earnings or capital on, or
splits or any other reclassification of its equity securities;
(e) Mortgaged, pledged or subjected to any Encumbrance any of its
assets, tangible or intangible, having a value in excess of $25,000 in the
aggregate;
(f) Acquired or disposed of, or entered into any agreement to
acquire or dispose of, any material assets or properties, other than oil and gas
production in the ordinary course of business, or other assets having a value in
excess of $25,000 in the aggregate;
(g) Increased the salaries, compensation, pension or other benefits
payable, or paid any bonuses, to its officers and directors or their Affiliates;
(h) Forgiven or canceled any debts or claims or waived any rights
against the LaTex Stockholders or any officer or director of the LaTex Entities
or their Affiliates or forgiven or canceled any debts or claims or waived any
rights against any other person in excess of $25,000 in the aggregate;
(i) Entered into, terminated or received notice of the termination
of any commitment, contract, agreement or transaction that is material to any of
the LaTex Entities; or
(j) Agreed, either in writing or otherwise, to take any action
described in this Section 4.8.
-----------
4.9 Title to Property; Encumbrances.
-------------------------------
(a) The LaTex Entities, either directly or indirectly, have (and as
of the Closing will have) good and defensible title to the LaTex Interests.
(b) The LaTex Entities own no real property other than the LaTex
Interests. Section 4.29 of the LaTex Disclosure Schedule sets forth a complete
---------------------------------------------
list of all real property other than the LaTex Interests that the LaTex Entities
lease or sublease, and which lease or sublease provides for payments at an
annual rate in excess of $25,000. LaTex has delivered to Alliance correct and
complete copies of all such leases and subleases (the "LaTex Real Property
Leases"). With respect to each such Real Property Lease:
(i) each LaTex Real Property Lease is legal, valid, binding,
enforceable and in full force and effect;
19
(ii) each LaTex Real Property Lease will continue to be legal, valid,
binding, enforceable and in full force and effect on identical terms
following the consummation of the transactions contemplated hereby;
(iii) to the knowledge of the LaTex Entities, no party to any LaTex
Real Property Lease is in breach or default and no event has occurred
which, with notice or lapse of time, would constitute a breach or default
or permit termination, modification or acceleration thereunder;
(iv) to the knowledge of the LaTex Entities, no party to any LaTex
Real Property Lease has repudiated any provision thereof;
(v) to the knowledge of the LaTex Entities, there are no disputes,
oral agreements or forbearance programs in effect as to any LaTex Real
Property Lease;
(vi) with respect to each sublease included as a LaTex Real Property
Lease, the representations and warranties set forth in subsections (i) and
(v) above are true and correct with respect to the underlying lease;
(vii) none of the LaTex Entities has assigned, transferred, conveyed,
mortgaged, deeded in trust or encumbered any interest in the leasehold or
subleasehold;
(viii) to the knowledge of the LaTex Entities, all facilities leased
or subleased thereunder have received all approvals of all Governmental
Entities (including licenses and permits) required in connection with the
operation thereof and have been operated and maintained in accordance with
applicable laws and regulations;
(ix) all facilities leased or subleased thereunder are supplied with
utilities and other services necessary for the operation of said
facilities; and
(x) to the knowledge of the LaTex Entities, the owner of the
facility leased or subleased has good and marketable title to the parcel of
real property, free and clear of any security interest, easement, covenant
or other restriction, except for installments of special easements not yet
delinquent and recorded easements, covenants, and other restrictions which
do not impair the current use, occupancy or value or the marketability of
title, of the property subject thereto.
(c) The LaTex Entities, either directly or indirectly, have (and as
of the Closing will have) good and defensible title to and other legal right to
use all properties and assets, real, personal and mixed, tangible and intangible
(other than the LaTex Interests), reflected as owned on the latest balance sheet
included in the LaTex Financial Statements of the relevant entity or acquired
alter the date of such balance sheet, except for properties and assets disposed
of in accordance with customary practice in the business or disposed of for full
and fair value since the date of such balance sheet in the ordinary course of
business consistent with past practice and except for matters that would not
have a Material Effect.
20
(d) There are no properties (real, personal or mixed, tangible or
intangible) owned by any LaTex Stockholders or any Affiliate of the LaTex
Stockholders that are used in the normal day-to-day operations of the LaTex
Entities as conducted prior to the Closing Date.
(e) The properties and assets described in (a), (b) and (c) above
are free and clear of any and all Encumbrances, except the Permitted
Encumbrances.
4.10 Proceedings Affecting LaTex Interests. There is no action,
-------------------------------------
proceeding, investigation, inquiry, claim or demand pending or, to the knowledge
of the LaTex Entities, threatened that is likely to result in the material
impairment or loss of any of the LaTex Entities' title to any part of the LaTex
Interests or that might hinder or impede in any material respect the use,
operation or value of the LaTex Interests and LaTex shall promptly notify
Alliance of any such suit, action, investigation, inquiry, claim or demand
arising or threatened prior to the Closing with respect to which LaTex receives
notice. To the knowledge of the LaTex Entities, there are no facts, events or
conditions existing with respect to operations or conditions of the LaTex
Interests which are reasonably likely to hinder or impede the use, operation or
value of the LaTex Interests in any material respect or which are reasonably
likely to form the basis of a claim of any party against any of the LaTex
Entities or any of their assets that would result in a Material Effect.
4.11 LaTex Oil and Gas Contracts.
---------------------------
(a) To the knowledge of the LaTex Entities, all of the Leases
included in the LaTex Interests are in full force and effect and are the valid
and legally binding obligations of the parties to those agreements and are
enforceable in all material respects in accordance with their respective terms.
(b) To the knowledge of the LaTex Entities, none of the LaTex
Entities is in material breach or default with respect to any of its
representations, warranties or obligations pursuant to any of the LaTex Oil and
Gas Contracts or with respect to any regulations incorporated in or governing
the LaTex Oil and Gas Contracts.
(c) To the knowledge of the LaTex Entities, all payments (including
royalties, delay rentals, shut-in royalties, payments due under unit or
operating agreements but excluding royalties held in suspense and good faith by
the LaTex Entities for a justifiable purpose) due under the Leases included in
the LaTex Interests have been properly and timely made; all conditions necessary
to keep such Leases in force have been fully performed; and no notices have been
received by the LaTex Entities of any claim to the contrary.
(d) To the knowledge of the LaTex Entities, there are no obligations
to engage in continuous development operations in order to maintain any Lease
included in the LaTex Interests in force and effect.
(e) To the knowledge of the LaTex Entities, the execution and
delivery of this Agreement and the consummation of the transaction as
contemplated by this Agreement will not result in a material breach of,
constitute a material default under, result in a material violation of
21
or entitle any party to a right of first refusal or preferential right to
purchase under any of the LaTex Oil and Gas Contracts.
(f) To the knowledge of the LaTex Entities, the LaTex Entities have
fulfilled all material requirements for filings, certificates, disclosures of
parties in interest and other similar matters contained in (or otherwise, by
law, rule or regulation, applicable to) the Leases included in the LaTex
Interests and are fully qualified to own and hold ail such Leases.
4.12 Operations.
----------
(a) To the knowledge of the LaTex Entities, the LaTex Interests are
being developed, operated and maintained in material compliance with the LaTex
Oil and Gas Contracts. In operating the LaTex Interests, the LaTex Entities are
not dependent on the right to use the property of others, except under valid and
enforceable agreements, rights or other arrangements included in the LaTex Oil
and Gas Contracts.
(b) Since April 30, 1996, none of the LaTex Entities, directly or
indirectly, has operated or in any manner dealt with, incurred obligations with
respect to, or undertaken any transactions relating to, the LaTex Interests
other than in the ordinary course of business consistent with past practice or
other than sales of property in any single transaction having a value of less
than $25,000, and, to the knowledge of the LaTex Entities, the LaTex Interests
have not suffered any destruction, damage, or loss (except depreciation of
equipment through ordinary wear and tear) that would result in a Material
Effect.
(c) To the knowledge of the LaTex Entities, there are no outstanding
authorities for expenditures ("AFEs") covering work in progress or work not yet
started covering the LaTex Interests. Prior to Closing, LaTex will provide
Alliance with an updated listing of similar information concerning AEEs
outstanding as of a date not more than three (3) business days prior to Closing.
(d) To the knowledge of the LaTex Entities, no condition, obligation
or other circumstance, including any prior overproduction under a gas balancing
agreement, exists that would adversely affect the right of the LaTex Entities to
receive their full share of production and full payment of proceeds from the
sale of Hydrocarbons produced from any of the LaTex Interests.
4.13 No Reversionary Interests. To the knowledge of the LaTex
-------------------------
Entities, the LaTex Interests are not subject to any reversionary, back-in or
similar rights, the exercise of which would reduce the LaTex's Entities' Net
Revenue Interests to less than the Net Revenue Interests set forth in Exhibits
--------
B-1 and B-2.
- -----------
4.14 Sales and Transportation Agreements. There are no material crude
-----------------------------------
oil and condensate sales, arrangements or gas purchase and sales agreements or
division orders relating to the LaTex Interests (collectively "LaTex Sales
Agreements") and no material transportation agreements relating to the LaTex
Interests that cannot be terminated by the LaTex Entities upon 60 days' or less
notice without penalty or detriment to the LaTex Entities. There are no LaTex
22
Sales Agreements pursuant to which Hydrocarbons are being sold at less than the
prevailing market price therefor.
4.15 Tax Partnerships. None of the LaTex Entities have filed any
----------------
federal or state income tax returns identifying the LaTex Interests as held by
any tax partnership.
4.16 Prepayments. To the knowledge of the LaTex Entities, there
-----------
exists no material imbalance regarding production taken or marketed from any
Lease included in the LaTex Interests or otherwise affecting any of the LaTex
Entities which could result in (i) a portion of its interest in production
therefrom to be taken or delivered after the Closing Date without the applicable
entity receiving full payment therefor and at the price it would have received
absent such imbalance; or (ii) the applicable entity being obligated to make
payment to any person or entity as a result of such imbalance; or (iii)
production being shut-in or curtailed after the Closing Date due to non-
compliance with allowables, production quotas, proration rules or similar orders
or regulations of a Governmental Entity; and none of the LaTex Entities is
obligated, by virtue of any prepayment arrangement take-or-pay agreement or
similar arrangements to deliver Hydrocarbons produced from the LaTex Interests
at some future time without then receiving full payment therefor in all material
respects.
4.17 Production Sales Contracts. To the knowledge of the LaTex
--------------------------
Entities, the buyers under all production sales contracts pursuant to which any
of the LaTex Entities is selling crude oil or natural gas or constituents
thereof produced from the Leases included in the LaTex Interests are in
compliance in all material respects with all the material terms of such
contracts and none of the LaTex Entities has received a notice from any such
buyer of such party's intention or desire to modify, renegotiate or repudiate
any such contract or any of the material terms thereof.
4.18 Calls. To the knowledge of the LaTex Entities, no person has any
-----
call upon, option to purchase, or similar right to purchase any portion of the
Hydrocarbons from the LaTex Interests at a price less than the prevailing market
price therefor.
4.19 Reserve Reports. With respect to such LaTex Reserve Report, (a)
---------------
the information furnished by the LaTex Entities to the reserve engineers in
connection with the preparation of the LaTex Reserve Report was true and correct
in all material respects; (b) to the knowledge of the LaTex Entities, the
assumptions utilized in the preparation of the LaTex Reserve Report are
reasonable in light of the properties involved; (c) to the knowledge of the
LaTex Entities, the calculations and other methodology utilized in the
preparation of the LaTex Reserve Report are consistent with generally accepted
standards of petroleum reservoir engineering at the dates of their preparation;
(d) none of the LaTex Entities have any knowledge that the oil, condensate,
natural gas liquids and gas reserves attributable to the LaTex Interests as of
the date of the LaTex Reserve Report are materially less than the estimates of
quantities of those reserves shown in the LaTex Reserve Report; (e) none of the
LaTex Entities have any knowledge of any change (other than normal depletion by
production in the ordinary course, price changes, and sales of property in any
single transaction having a value of less than $25,000) occurring since the date
of the LaTex Reserve Report that would result in a material change in the
information contained in the LaTex Reserve Report, and (f) to the knowledge of
the LaTex Entities, none of the LaTex Entities or the LaTex Interests are
subject to any agreements, consents, orders or regulations that
23
would materially reduce the rate of production of Hydrocarbons or other
substances from the LaTex Interests below that reflected in the LaTex Reserve
Report.
4.20 Wells.
-----
(a) To the knowledge of the LaTex Entities, all of LaTex's Wells
have been drilled and completed within the boundaries of the Major Producing
Leases of the LaTex Entities or within the limits otherwise permitted by the
LaTex Oil and Gas Contracts, and by law.
(b) To the knowledge of the LaTex Entities, the drilling and
completion of all LaTex's Wells and all development and operations of the LaTex
Interests have been conducted in material compliance with all applicable laws,
ordinances, rules, regulations and permits, and judgments, orders and decrees of
any Governmental Entity.
(c) To the knowledge of the LaTex Entities, none of LaTex's Wells is
subject to material penalties on allowable production after the date of this
Agreement because of any overproduction or any other violation of applicable
laws, rules, regulations or permits or judgments, orders or decrees of any
Governmental Entity that would prevent any of LaTex's Wells from being entitled
to its full legal and regular allowable production from and after the date of
this Agreement as prescribed by any Governmental Entity.
4.21 No Funds in Suspense. To the knowledge of the LaTex Entities,
--------------------
all material proceeds from the sale of Hydrocarbons produced from the LaTex
Interests are currently being paid to the LaTex Entitles and no portion of such
proceeds is currently being held in suspense by any purchaser thereof or any
other party by whom proceeds are paid except for immaterial amounts.
4.22 Regulatory Compliance. To the knowledge of the LaTex Entities,
---------------------
all material filings and approvals under the Natural Gas Policy Act of 1978, as
amended for with the Federal Energy Regulatory Commission ("FERC"), or required
under any rules or regulations adopted by FERC which are necessary for the
operation of the LaTex Interests in the manner in which they are presently
operated, have been made or granted.
4.23 Physical Condition of Facilities. To the knowledge of the LaTex
--------------------------------
Entities, in all material respects, the physical facilities on the LaTex
Interests (including facilities held under lease) have been maintained in
accordance with good industry maintenance practices and are in a state of repair
(normal wear and tear excepted) that is adequate for the intended use of such
facilities in the ordinary conduct of the business.
4.24 Data Regarding the LaTex Interests. All of the information
----------------------------------
described in Sections 6.6 and 6.7 made or to be made available to Alliance and
------------ ---
its representatives is accurate and complete in all material respects, when
considered in context and together with all relevant information made available.
24
4.25 Litigation.
----------
(a) There is no action, proceeding, investigation or inquiry pending
or, to the knowledge of the LaTex Entities, threatened (i) against or affecting
any of the LaTex Entities or their assets or ordinary conduct of the business
that, if determined adversely to the LaTex Entities, would result in a Material
Effect or (ii) that questions this Agreement or any action contemplated by this
Agreement or in connection with the Merger.
(b) There are no citations, fines or penalties heretofore asserted
against any of the LaTex Entities or their assets under any federal, state or
local law relating to air, noise or water pollution or other environmental
protection matters, or relating to occupational health or safety, of which such
entity has received notice and that remain unpaid or that could otherwise bind
the assets of any of the LaTex Entities and that would result in a Material
Effect.
(c) LaTex has no knowledge of any state of facts or of the
occurrence or nonoccurrence of any event or group of related events, that
should reasonably cause LaTex to determine that there exists any basis for any
material claim against the LaTex Entities for any of the matters described in
paragraphs (a) or (b).
4.26 Tax Returns and Payments.
------------------------
(a) The LaTex Entities (or the common parent of any affiliated group
of which any of such entities is or has been a member) have duly filed in
correct form in all material respects all Tax Returns required to be filed by
such entities and have duly paid or provided for payment of (or there have been
paid on their behalf) all Taxes due or claimed to be due from them by federal,
state, local or foreign taxing authorities, excluding Taxes that are being
contested in good faith by appropriate proceedings and as to which adequate
reserves have been provided and that are specifically identified in Section 4.26
------------
of the LaTex Disclosure Schedule.
- --------------------------------
(b) There are no tax liens upon any property or assets owned by any
of the LaTex Entities that would have a Material Effect.
(c) All Tax Returns of the LaTex Entities filed, including any
amendments to date, have been prepared in good faith without willful
misrepresentation and are complete and accurate in all material respects. The
federal income tax returns of the LaTex Entities have been examined by the
Internal Revenue Service for all periods through December 31, 1990, and all
deficiencies assessed as a result of such examination have been paid in full or
finally settled and no issue has been raised by the Internal Revenue Service in
any such examination that has been resolved adversely to any of the LaTex
Entities or is still pending and, by application of similar principles,
reasonably could be expected to result in an assertion by the Internal Revenue
Service of a material deficiency in any other taxable year or with respect to
any other of the LaTex Entities. There are no outstanding agreements, waivers or
other arrangements providing for an extension of time with respect to the filing
of any Tax Returns or the payment by, or assessment against, any of the LaTex
Entities for any Taxes. Each of the LaTex Entities is taxed as a C corporation
under the Code.
25
(d) The reserves made for Taxes on the respective balance sheets in
the LaTex Financial Statements are sufficient for the payment of all unpaid
Taxes due and payable by the LaTex Entities attributable to all periods ended on
or before the date of the respective balance sheets in accordance with GAAP.
4.27 Insurance. Section 4.27 of the LaTex Disclosure Schedule
--------- ---------------------------------------------
contains a true, correct, and complete description of all policies of fire,
casualty and extended coverage, public liability, products liability, worker's
compensation and other forms of insurance owned or held by or for the benefit of
the LaTex Entities (other than insurance owned or held by operators for those
LaTex Interests where one of the LaTex Entities is not the operator). All such
policies are sufficient for material compliance with all requirements of law and
all agreements for which those entities are parties, are, to the knowledge of
the LaTex Entities, valid and enforceable policies, will remain in full force
and effect through the respective dates set forth in Section 4.27 of the LaTex
-------------------------
Disclosure Schedule, subject to the timely payment of the premiums set forth
- -------------------
therein, and will not in any way be affected by, or terminate or lapse by
reason of, the transactions contemplated by this Agreement. All premiums due
under such policies have been paid and the insureds have complied in all
material respects with such policies.
4.28 Bank Accounts. Section 4.28 of the LaTex Disclosure Schedule
------------- ---------------------------------------------
sets forth the names and locations of all bank institutions at which the LaTex
Entities maintain accounts or lock boxes of any nature, the account or box
number and the names of all persons authorized to draw thereon or make
withdrawals therefrom.
4.29 Contracts.
---------
(a) Section 4.29 of the LaTex Disclosure Schedule contains a
---------------------------------------------
complete and correct list as of the date hereof of all agreements, contracts and
commitments of the following types (and all amendments thereto), written or
oral, to which any of the LaTex Entities is a party or by which any of their
properties is bound:
(i) notes, agreements, mortgages, indentures, security agreements
and other instruments relating to the borrowing of money or evidence of
credit or the deferred purchase price of property, or the direct or
indirect guarantee by such entities of any such indebtedness or deferred
purchase price, in excess of $20,000;
(ii) leases of real property and material personal property
providing for payments under any such lease or group of related leases at
an annual rate in excess of $25,000 (other than Leases);
(iii) partnership or joint venture agreements;
(iv) management, employment and consulting agreements or other
contracts for personal services that are not terminable by any of such
entities on not more than one month's notice without penalty;
26
(v) agreements providing for liability for severance pay, collective
bargaining agreements, labor contracts, or labor or personnel policies;
(vi) surety, performance and maintenance bonds in excess of $5,000;
(vii) agreements or commitments for capital expenditures in excess of
$25,000;
(viii) any plan, contract or arrangement providing for bonuses,
pensions, deferred compensation, retirement plan payments, profit sharing,
incentive pay, or for any other employee benefit plan;
(ix) brokerage or finder's agreements;
(x) any agreement that (a) restricts the right of such entities to
engage in any place in any line of business or (b) would restrict the right
of the Surviving Corporation or any Subsidiary of the Surviving Corporation
to engage in any line of business after the Closing Date;
(xi) any contract, commitment or agreement that involves the
disposition after April 30, 1996 of any assets of any of such entities not
in the ordinary course of business consistent with past practice;
(xii) any contract, commitment or agreement between any of such
entities or between any of such entities and any director or officer of any
of the LaTex Entities in excess of $10,000;
(xiii) any LaTex Oil and Gas Contract that commits any of the LaTex
Entities to make any capital expenditures in any calendar year; and
(xiv) other agreements, contracts and commitments that in any way
involve payments or receipts during the remaining term of such agreement,
contract or commitment in excess of $25,000.
(b) LaTex has made available to Alliance complete and correct copies
of all written agreements, contracts and commitments, together with all
amendments thereto, and accurate (in all material respects) descriptions of all
oral agreements, in all cases, described in subparagraph (a). Such agreements,
contracts and commitments are in full force and effect, and all of such entities
and, to the knowledge of the LaTex Entities, all other parties to such
agreements, contracts and commitments have performed all obligations required to
be performed by them to date thereunder in all material respects and are not in
default thereunder in any material respect.
(c) None of the LaTex Entities has outstanding any powers of
attorney, including powers of attorney with respect to representation before any
Governmental Entity, customs agents and brokers, or given in connection with
qualification to conduct business in any other jurisdiction.
27
4.30 Transactions with Interested Persons. No officer or director of
------------------------------------
any of the LaTex Entities (or spouse or any child thereof) owns, directly or
indirectly, on an individual or joint basis, any material interest in, or serves
as an officer, director or employee of, any customer, competitor or supplier of
or any person or entity that has a material contract or arrangement with any of
the LaTex Entities, except for holdings of capital stock not exceeding one
percent (1%) of the total number of shares of capital stock of such customer,
competitor or supplier outstanding.
4.31 Compensation and Employee Plans.
--------------------------------
(a) LaTex has provided Alliance (i) the names and current annual
compensation rates of all present directors, officers, employees, independent
contractors or agents of each of the LaTex Entities and (ii) the number, job
category and range of compensation by job category of all employees of such
entities.
(b) Section 4.31 of the LaTex Disclosure Schedule sets forth the
---------------------------------------------
name of each Plan applicable to any of the LaTex Entities and lists all
documents evidencing any Plan applicable to any of the LaTex Entities.
(c) Each Plan applicable to any of the LaTex Entities is now, and
has been from its inception, administered in compliance in all material respects
with the provisions of all applicable laws and regulations, including ERISA, the
Code and the ADEA, insofar as such statutes are applicable to such Plan.
4.32 Accounts Receivable; Inventories.
--------------------------------
(a) The accounts receivable of the LaTex Entities as reflected on
the respective balance sheets of the LaTex Financial Statements (except to the
extent collected after the date thereof) (i) have arisen in the ordinary course
of business for goods delivered or services rendered, and (ii) are good and
collectible, except as otherwise reserved for on the respective balance sheets.
(b) To the knowledge of the LaTex Entities, all of the LaTex
Entities accounts receivable existing at Closing will be collectible in all
material respects at their aggregate recorded amounts (net of any allowances for
doubtful accounts reflected on the LaTex Financial Statements) in the ordinary
course of business within ninety (90) days of the Closing, without resort to
litigation, and will not be subject to counterclaim or set off.
(c) The inventories of the LaTex Entities as reflected on the
respective balance sheets included in the LaTex Financial Statements have been
valued in accordance with GAAP and customary industry practice using COPAS
guidelines.
4.33 Brokers, Finders and Advisors. LaTex has not employed any
-----------------------------
broker, finder, or investment advisor on its behalf, or incurred any liability
for any brokerage or finder's fees or commissions in connection with the
transaction contemplated hereby.
28
4.34 Labor Force.
-----------
(a) Each of the LaTex Entities is in compliance in all material
respects with all applicable laws (including without limitation federal income
tax laws), ordinances, regulations, statutes, rules and restrictions of any
Governmental Entity respecting employment and employment practices and terms and
conditions of employment.
(b) No union representation question exists respecting the employees
of any of the LaTex Entities and, to the knowledge of the LaTex Entities, no
union organizing activities are taking place.
4.35 Books and Records. The books and records of each of the LaTex
-----------------
Entities (including, without limitation, the books of account, minute books and
stock record books) are complete and correct in all material respects and have
been maintained in accordance with sound business practices. The minute books of
each of the LaTex Entities contain accurate and complete records in all material
respects of all meetings held of, and corporate action taken by, the
shareholders and the Boards of Directors of the respective entities and no
meetings of or actions by such shareholders or any such Boards of Directors have
been held or taken for which minutes have not been prepared and are not
contained in such minute books. None of the records and written documents
furnished or made available to Alliance's representatives or agents by the
LaTex Entities concerning the LaTex Interests, when considered in context and
together with any relevant or related documents also so furnished or made
available, contain any untrue statement of material fact or omit a material fact
necessary to make any statement therein not misleading.
4.36 Payments. None of the LaTex Entities has, directly or
--------
indirectly, paid or delivered any fee, commission or other sum of money or item
of property however characterized to any finder, agent, government official or
other party, in the United States or any other country, in any manner related to
its business or operations, which such entity knows or has reason to believe to
have been illegal under any federal, state or local laws of the United States or
any other country or territory having jurisdiction over such entity, and has not
participated, directly or indirectly, in any boycotts or similar practices.
4.37 Public Utility Holding Company. None of the LaTex Entities owns
------------------------------
or operates any facilities used for the retail distribution of natural or
manufactured gas for heat, light or power, nor does any of the LaTex Entities,
directly or indirectly, own, control or hold with power to vote ten percent
(10%) or more of the outstanding stock of, or exercise direct or indirect
controlling influence over the management or policies of such a company or a
company so controlling such a company.
4.38 SEC Filings. LaTex has filed all forms, reports and documents
-----------
required to be filed with the Commission since January 1, 1993. All of such
filings were prepared in accordance with the requirements of all applicable
laws and did not at the time they were filed contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
29
4.39 Disclosure. No representation or warranty made by LaTex in this
----------
Agreement (including, without limitation, in the LaTex Disclosure Schedule)
contains any untrue statement of material fact or omits or will omit to state
any material fact necessary to make the statements herein or therein not
misleading in light of the circumstances under which made.
5. Representations, Warranties and Covenants of Alliance.
-----------------------------------------------------
Except as expressly set forth and specifically identified by section number
of this Agreement in the Alliance Disclosure Schedule, Alliance represents,
warrants and covenants to LaTex, on the date hereof and as of the Closing Date,
as follows:
5.1 Organization, etc.
-----------------
(a) Alliance is a public limited company duly incorporated and validly
existing under the laws of England and Wales. Each of Alliance's U.K.
Subsidiaries is a limited company duly incorporated and validly existing under
the laws of England and Wales. Each of Alliance's other Subsidiaries is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation. Each of the Alliance Entities has the
requisite corporate power and authority to carry on its business as now being
conducted and to own, lease and operate its property and assets, and each of the
United States Alliance Entities is duly qualified or licensed to do business and
is in good standing in every jurisdiction in which the failure to be so
qualified and licensed could have a Material Effect. Section 5.1 of the Alliance
---------------------------
Disclosure Schedule sets forth the name and jurisdiction of incorporation of
- -------------------
each of Alliance's Subsidiaries and each jurisdiction in which each of the
Alliance Entities is qualified or licensed to do business. Alliance has
heretofore delivered to LaTex true, correct and complete copies of the
organizational documents of each of the Alliance Entities as presently in
effect.
(b) Section 5.1 of the Alliance Disclosure Schedule sets forth a
-----------------------------------------------
complete list of the present officers and directors of each of the Alliance
Entities.
5.2 Capitalization.
--------------
(a) The authorized, issued and outstanding capital stock of each of
the Alliance Entities is as set forth in Section 5.2 of the Alliance Disclosure
--------------------------------------
Schedule. All of the issued shares of each of the Alliance Entities are, and all
- --------
of the Alliance Shares to be issued in consideration of the cancellation of
LaTex Shares upon consummation of the Merger, when issued in accordance with the
terms of this Agreement, will be validly issued, fully paid and nonassessable
and none of such shares have been or will be issued in violation of the
preemptive rights of any person.
(b) There are no (i) shares of capital stock or other securities
bearing voting or other equity rights, whether contingent or not, of any of the
Alliance Entities outstanding; (ii) outstanding subscriptions, puts, options,
warrants or other rights, contractual or otherwise, to purchase or acquire any
capital stock of any of the Alliance Entities; or (iii) contracts, commitments,
understandings, arrangements or restrictions by which any of the Alliance
Entities is or may become bound to issue any additional equity interests or any
options or rights with respect thereto, or any securities convertible into any
equity interests.
30
(c) The issued and outstanding stock of Alliance owned by the
directors and 5% or greater stockholders of Alliance is owned of record, and to
the knowledge of Alliance, beneficially, as described in Section 5.2 of the
------------------
Alliance Disclosure Schedule. Alliance beneficially owns all of the issued and
- ----------------------------
outstanding stock of each of its Subsidiaries, directly or indirectly, free and
clear of all Encumbrances. Except for its Subsidiaries, neither Alliance nor any
of its Subsidiaries owns or holds any equity, debt or other interest in any
entity or business or any option to acquire any such interest, except for
accounts receivable that have arisen in the ordinary course of business.
5.3 Authority; No Violation.
-----------------------
(a) The execution and performance of this Agreement by Alliance and
Newco have been duly and validly authorized by the respective boards of
directors of Alliance and Newco and, except for the approval of the Alliance
Stockholders, no other corporate action is necessary to authorize the execution,
delivery and performance of this Agreement by Alliance or Newco. Alliance has
full, absolute and unrestricted right, power and authority to execute and
perform this Agreement and, subject to the approval by the Alliance
Stockholders, to carry out the transactions contemplated hereby. This Agreement
has been duly and validly executed by Alliance and Newco and, subject to
approval by the Alliance Stockholders, is a valid and binding obligation of
Alliance and Newco, enforceable in accordance with its terms, except as
enforceability may be limited by bankruptcy, moratorium, reorganization,
receivership or similar laws affecting the rights of creditors generally.
(b) None of the execution, delivery or performance of this Agreement
does or will, after the giving of notice, lapse of time or otherwise, (i) result
in any violation of or be in conflict with or constitute a default under any
term or provision of the organizational documents of any of the Alliance
Entities, or any term or provision of any judgment, decree, order, statute,
injunction, rule or regulation applicable to any of the Alliance Entities or of
any material note, bond, mortgage, indenture, lease, license, franchise,
agreement or other instrument or obligation to which any of the Alliance
Entities is bound; (ii) result in the creation of any material Encumbrance upon
Alliance Shares, the securities of the Surviving Corporation or any of the
properties or assets of any of the Alliance Entities pursuant to any such term
or provision; or (iii) constitute a material default under or give any party the
right to accelerate, amend or modify, terminate, abandon or refuse to perform or
comply with, any material contract, agreement, arrangement, commitment or plan
to which any of the Alliance Entities is a party, or by which any of the
Alliance Entities or any of their rights, properties or assets may be subject or
bound.
5.4 Consents and Approvals. No consent, waiver, approval or
----------------------
authorization of, or declaration, designation, filing, registration or
qualification with, any Governmental Entity or any third party, is required to
be made or obtained by any of the Alliance Entities in connection with the
execution, delivery and performance of this Agreement or to preserve any
material rights and benefits enjoyed by any of the Alliance Entities on the date
hereof following the consummation of the transactions contemplated by this
Agreement except (a) those that have already been obtained or (b) those
specifically contemplated by this Agreement.
31
5.5 Violations of Laws, Permits, etc.
--------------------------------
(a) None of the Alliance Entities is in violation of any term or
provision of its organizational documents. None of the Alliance Entities is in
violation of any term or provision of any judgment, decree, order, statute,
injunction, rule, ordinance or regulation applicable to it, or of any agreement
or instrument applicable to such entity where the violation thereof would result
in a Material Effect.
(b) Each of the Alliance Entities holds and has maintained in full
force and effect all certificates, licenses and permits material to the conduct
of its business, and has not received any notification that any revocation or
limitation thereof is threatened or pending where such revocation or limitation
would result in a Material Effect.
5.6 Alliance Financial Statements.
-----------------------------
(a) In all material respects the consolidated Alliance Financial
Statements fairly present the consolidated assets, liabilities and financial
position of the respective entities purported to be covered thereby as of the
dates thereof and the results of their operations and cash flow for the
respective periods ended on such dates, all in conformity with GAAP consistently
applied, except that the October 31, 1995 unaudited interim financial statements
do not contain footnotes (that, if presented, would not differ materially from
those in the audited Alliance Financial Statements) and are subject to normal,
recurring year-end adjustments (which will not, individually or in the
aggregate, have a Material Effect).
(b) The Affiance Financial Statements were prepared from the books and
records of each of the respective entities purported to be covered thereby. Such
Alliance Financial Statements do not contain any items of a material special or
nonrecurring nature, except as expressly noted in such statements
5.7 No Undisclosed Liabilities, etc. None of the Alliance Entities
-------------------------------
has any material liabilities or obligations, whether direct, indirect, absolute
or contingent (including, without limitation, liabilities as guarantor or
otherwise with respect to obligations of others), except (a) liabilities that
are fully reflected on or reserved against on the latest balance sheet of such
entity included in the Alliance Financial Statements or (b) liability incurred
in the ordinary course of business since the date of the latest balance sheet
included in the Alliance Financial Statements that are consistent with past
practice.
5.8 Absence of Certain Changes. Since the date of the latest audited
--------------------------
Alliance Financial Statement, except as specifically disclosed in the October
31, 1995 unaudited interim consolidated Alliance Financial Statements, none of
the Alliance Entities has:
(a) Suffered any change that would result in a Material Effect.,
(b) Adopted or made any change in any pension, retirement, profit
sharing or other employee benefit plan or arrangement;
32
(c) Borrowed or agreed to borrow any money or incurred, assumed or
become subject to, whether directly or by way of guarantee or otherwise, any
other material obligation or liability for borrowed money, whether absolute or
contingent;
(d) (i) Issued, purchased or redeemed any of its capital securities or
any option, warrant or right to purchase any of the same; or (ii) authorized,
declared or made any dividends, distributions of earnings or capital on, or
splits or any other reclassification of its equity securities;
(e) Mortgaged, pledged or subjected to any Encumbrance any material
portion of its assets, tangible or intangible, having a value in excess of
$25,000 in the aggregate;
(f) Acquired or disposed of, or entered into any agreement to acquire
or dispose of, any material assets or properties, other than oil and gas
production in the ordinary course of business, or other assets having a value in
excess of $25,000 in the aggregate;
(g) Increased the salaries, compensation, pension or other benefits
payable, or paid any bonuses, to its officers and directors or their Affiliates;
(h) Forgiven or canceled any debts or claims or waived any rights
against any officer or director of the Alliance Entities or their Affiliates or
forgiven or canceled any material debts or claims or waived any rights against
any other person in excess of $25,000 in the aggregate;
(i) Entered into, terminated or received notice of the termination of
any commitment, contract, agreement or transaction that is material to any of
the Alliance Entities; or
(j) Agreed, either in writing or otherwise, to take any action
described in this Section 5.8.
-----------
5.9 Title to Property; Encumbrances.
-------------------------------
(a) The Alliance Entities, either directly or indirectly, have (and as
of the Closing will have) good and defensible title to the Alliance Interests.
(b) The Alliance Entities own no real property other than the Alliance
Interests. Schedule 5.28 of the Alliance Disclosure Schedule sets forth a
-------------------------------------------------
complete list of all real property other than the Alliance Interests that the
Alliance Entities lease or sublease and which lease or sublease provides for
payments at an annual rate in excess of $25,000. Alliance has delivered to LaTex
correct and complete copies of all such leases and subleases (the "Alliance Real
Property leases"). With respect to each such Real Property Lease:
(i) each Alliance Real Property Lease is legal, valid, binding,
enforceable and in full force and effect;
33
(ii) each Aliance Real Property Lease will continue to be legal,
valid, binding, enforceable and in full force and effect on identical terms
following the consummation of the transactions contemplated hereby;
(iii) to the knowledge of the Alliance Entities, no party to any
Alliance Real Property lease is in breach or default and no event has
occurred which, with notice or lapse of time, would constitute a breach or
default or permit termination, modification or acceleration thereunder;
(iv) to the knowledge of the Alliance Entities, no party to any
Alliance Real Property lease has repudiated any provision thereof;
(v) to the knowledge of the Alliance Entities, there are no
disputes, oral agreements or forbearance programs in effect as to any
Alliance Real Property lease;
(vi) with respect to each sublease included as a Alliance Real
Property Lease, the representations and warranties set forth in subsections
(i) and (v) above are true and correct with respect to the underlying
lease;
(vii) none of the Alliance Entities has assigned, transferred,
conveyed, mortgaged, deeded in trust or encumbered any interest in the
leasehold or subleasehold;
(viii) to the knowledge of the Alliance Entities, all facilities
leased or subleased thereunder have received all approvals of all
Governmental Entities (including licenses and permits) required in
connection with the operation thereof and have been operated and maintained
in accordance with applicable laws and regulations;
(ix) all facilities leased or subleased thereunder are supplied with
utilities and other services necessary for the operation of said
facilities; and
(x) to the knowledge of the Alliance Entities, the owner of the
facility leased or subleased has good and marketable title to the parcel of
real property, free and clear of any security interest, easement, covenant
or other restriction, except for installments of special easements not yet
delinquent and recorded easements; covenants, and other restrictions which
do not impair the current use, occupancy or value or the marketability of
title, of the property subject thereto.
(c) The Alliance Entities, either directly or indirectly, have (and
as of the Closing will have) good and defensible title to and other legal right
to use all properties and assets, real, personal and mixed, tangible and
intangible (other than the Alliance Interests), reflected as owned on the latest
balance sheet included in the Alliance Financial Statements of the relevant
entity or acquired after the date of such balance sheet, except for properties
and assets disposed of in accordance with customary practice in the business or
disposed of for full and fair value since the date of such balance sheet in the
ordinary course of business consistent with past practice and except for matters
that would not have a Material Effect.
34
(d) There are no properties (real, personal or mixed, tangible or
intangible) owned by any Alliance Stockholders or any Affiliate of the Alliance
Stockholders that are used in the normal day-to-day operations of the Alliance
Entities as conducted prior to the Closing Date.
(e) The properties and assets described in (a), (b) and (c) above are
free and clear of any and all Encumbrances, except the Permitted Encumbrances.
5.10 Proceedings Affecting the Alliance Interests. There is no
--------------------------------------------
action, proceeding, investigation inquiry, claim or demand pending or, to the
knowledge of the Alliance Entities, threatened that is likely to result in
the material impairment or loss of any of the Alliance Entities' title to any
part of the Alliance Interests or that might hinder or impede in any material
respect the use operation or value of the Alliance Interests and Alliance
shall promptly notify LaTex of any such suit, action, investigation, inquiry,
claim or demand arising or threatened prior to the Closing with respect to which
Alliance receives notice. To the knowledge of the Alliance Entities, there are
no facts, events or conditions existing with respect to operations or conditions
of the Alliance Interests which are reasonably likely to hinder or impede the
use, operation or value of the Alliance Interests in any material respect or
which are reasonably likely to form the basis of a claim of any party against
any of the Alliance Entities or any of their assets that would result in a
Material Effect.
5.11 Alliance Oil and Gas Contracts.
------------------------------
(a) To the knowledge of the Alliance Entities, all of the leases
included in the Alliance Interests are in full force and effect and are the
valid and legally binding obligations of the parties to those agreements and
are enforceable in all material respects in accordance with their respective
terms.
(b) To the knowledge of the Alliance Entities, none of the Alliance
Entities is in material breach or default with respect to any of its
representations, warranties or obligations pursuant to any of the Alliance Oil
and Gas Contracts or with respect to any regulations incorporated in or
governing the Alliance Oil and Gas Contracts.
(c) To the knowledge of the Alliance Entities, all payments (including
royalties, delay rentals, shut-in royalties, payments due under unit or
operating agreements but excluding royalties held in suspense and good faith by
the Alliance Entities for a justifiable purpose) due under the Leases included
in the Alliance Interests have been properly and timely made; all conditions
necessary to keep such leases in force have been fully performed; and no notices
have been received by the Alliance Entities of any claim to the contrary.
(d) To the knowledge of the Alliance Entities, there are no
obligations to engage in continuous development operations in order to maintain
any Lease included in the Alliance Interests in force and effect.
(e) To the knowledge of the Alliance Entities, the execution and
delivery of this Agreement and the consummation of the transaction as
contemplated by this Agreement will not
35
result in a material breach of, constitute a material default under, result in a
material violation of or entitle any party to a right of first refusal or
preferential right to purchase under any of the Alliance Oil and Gas Contracts.
(f) To the knowledge of the Alliance Entities, the Alliance Entities
have fulfilled all material requirements for filings, certificates, disclosures
of parties in interest and other similar matters contained in (or otherwise, by
law, rule or regulation, applicable to) the leases included in the Alliance
Interests and are fully qualified to own and hold all such Leases.
5.12 Operations.
----------
(a) To the knowledge of the Alliance Entities, the Alliance Interests
are being developed, operated and maintained in material compliance with the
Alliance Oil and Gas Contracts. In operating the Alliance Interests, the
Alliance Entities are not dependent on the right to use the property of others,
except under valid and enforceable agreements, rights or other arrangements
included in the Alliance Oil and Gas Contracts.
(b) Since October 31, 1995, none of the Alliance Entities, directly or
indirectly, has operated or in any manner dealt with, incurred obligations with
respect to, or undertaken any transactions relating to, the Alliance Interests
other than in the ordinary course of business consistent with past practice or
other than sales of property in any single transaction having a value of less
than $25,000, and, to the knowledge of the Alliance Entities, the Alliance
Interests have not suffered any destruction, damage, or loss (except
depreciation of equipment through ordinary wear and tear) that would result in a
Material Effect.
(c) To the knowledge of the Alliance Entities, there are no
outstanding AFEs covering work in progress or work not yet started covering the
Alliance Interests. Prior to Closing, Alliance will provide LaTex with an
updated listing of similar information concerning AFEs outstanding as of a date
not more than three (3) business days prior to Closing.
(d) To the knowledge of the Alliance Entities, no condition,
obligation or other circumstance, including any prior overproduction under a gas
balancing agreement exists, that would adversely affect the right of the
Alliance Entities to receive their full share of production and full payment of
proceeds from the sale of Hydrocarbons produced from any of the Alliance
Interests.
5.13 No Reversionary Interests. To the knowledge of the Alliance
-------------------------
Entities, the Alliance Interests are not subject to any reversionary, back-in or
similar rights, the exercise of which would reduce the Alliance Entities' Net
Revenue Interests to less than the Net Revenue Interests set forth in Exhibits
--------
A-l and A-2.
- -----------
5.14 Sales and Transportation Agreements. There are no material crude
-----------------------------------
oil and condensate sales, arrangements or gas purchase and sales agreements or
division orders relating to the Alliance Interests (collectively "Alliance Sales
Agreements") and no material transportation agreements relating to the Alliance
Interests that cannot be terminated by the Alliance Entities upon 60 days' or
less notice without penalty or detriment to the Alliance Entities. There are no
36
Alliance Sales Agreements pursuant to which Hydrocarbons are being sold at less
than the prevailing market price therefor.
5.15 Tax Partnerships. None of the Alliance Entities have filed any
----------------
federal or state income tax returns identifying the Alliance Interests as held
by any tax partnership.
5.16 Prepayments. To the knowledge of the Alliance Entities, there
-----------
exists no material imbalance regarding production taken or marketed from any
Lease included in the Alliance Interests or otherwise affecting any of the
Alliance Entities which could result in (i) a portion of its interest in
production therefrom to be taken or delivered after the Closing Date without
the applicable entity receiving full payment therefor and at the price it would
have received absent such imbalance; or (ii) the applicable entity being
obligated to make payment to any person or entity as a result of such imbalance;
or (iii) production being shut-in or curtailed after the Closing Date due to
non-compliance with allowables, production quotas, proration rules or similar
orders or regulations of a Governmental Entity; and none of the Alliance
Entities is obligated, by virtue of any prepayment arrangement take-or-pay
agreement or similar arrangements to deliver Hydrocarbons produced from the
Alliance Interests at some future time without then receiving full payment
therefor in all material respects.
5.17 Production Sales Contracts. To the knowledge of the Alliance
--------------------------
Entities, the buyers under all production sales contracts pursuant to which any
of the Alliance Entities is selling crude oil or natural gas or constituents
thereof produced from the Leases included in the Alliance Interests are in
compliance in all material respects with all the material terms of such
contracts and none of the Alliance Entities has received a notice from any such
buyer of such party's intention or desire to modify, renegotiate or repudiate
any such contract or any of the material terms thereof.
5.18 Calls. To the knowledge of the Alliance Entities, no person has
-----
any call upon, option to purchase, or similar right to purchase any portion of
the Hydrocarbons from the Alliance Interests at a price less than the prevailing
market price therefor.
5.19 Reserve Reports. With respect to the Alliance Reserve Report,
---------------
(a) the information furnished by the Alliance Entities to the reserve engineers
in connection with the preparation of the Alliance Reserve Report was true and
correct in all material respects; (b) to the knowledge of the Alliance Entities,
the assumptions utilized in the preparation of the Alliance Reserve Report are
true and correct in all material respects in light of the properties involved;
(c) to the knowledge of the Alliance Entities, the calculations and other
methodology utilized in the preparation of the Alliance Reserve Report are
consistent with generally accepted standards of petroleum reservoir engineering
at the dates of their preparation; (d) none of the Alliance Entities have any
knowledge that the oil, condensate, natural gas liquids and gas reserves
attributable to the Alliance Interests as of the date of the Alliance Reserve
Report are materially less than the estimates of quantities of those reserves
shown in the Alliance Reserve Report; (e) none of the Alliance Entities have any
knowledge of any change (other than normal depletion by production in the
ordinary course, price changes, and sales of property in any single transaction
having a value of less than $25,000) occurring since the date of the Alliance
Reserve Report that would result in a material change in the information
contained in the Alliance Reserve Report, and (f)
37
to the knowledge of the Alliance Entities, none of the Alliance Entities or the
Alliance Interests are subject to any agreements, consents, orders or
regulations that would materially reduce the rate of production of Hydrocarbons
or other substances from the Alliance Interests below that reflected in the
Alliance Reserve Report.
5.20 Wells.
-----
(a) To the knowledge of the Alliance Entitles, all of Alliance's Wells
have been drilled and completed within the boundaries of the Major Producing
Leases of the Alliance Entities or within the limits otherwise permitted by the
Alliance Oil and Gas Contracts, and by law.
(b) To the knowledge of the Alliance Entities, the drilling and
completion of all Alliance's Wells and all development and operations of the
Alliance Interests have been conducted in material compliance with all
applicable laws, ordinances, rules, regulations and permits, and judgments,
orders and decrees of any Governmental Entity.
(c) To the knowledge of the Alliance Entities, none of Alliance's
Wells is subject to material penalties on allowable production after the date of
this Agreement because of any overproduction or any other violation of
applicable laws, rules, regulations or permits or judgments, orders or decrees
of any Governmental Entity that would prevent any of Alliance's Wells from being
entitled to its full legal and regular allowable production from and after the
date of this Agreement as prescribed by any Governmental Entity.
5.21 No Funds in Suspense. To the knowledge of the Alliance Entities,
--------------------
all material proceeds from the sale of Hydrocarbons produced from the Alliance
Interests are currently being paid to the Alliance Entities and no portion of
such proceeds is currently being held in suspense by any purchaser thereof or
any other party by whom proceeds are paid except for immaterial amounts.
5.22 Regulatory Compliance. To the knowledge of the Alliance
---------------------
Entities, all material filings and approvals under the Natural Gas Policy Act of
1978, as amended for with FERC, or required under any rules or regulations
adopted by FERC which are necessary for the operation of the Alliance Interests
in the manner in which they are presently operated, have been made or granted.
5.23 Physical Condition of Facilities. To the knowledge of the
--------------------------------
Alliance Entities, in all material respects, the physical facilities on the
Alliance Interests (including facilities held under lease) have been maintained
in accordance with good industry maintenance practices and are in a state of
repair (normal wear and tear excepted) that is adequate for the intended use of
such facilities in the ordinary conduct of the business.
5.24 Data Regarding the Alliance Interests. All of the information
-------------------------------------
described in Sections 7.6 and 7.7 made or to be made available to LaTex and its
------------ ---
representatives is accurate and complete in all material respects, when
considered in context and together with all relevant information made available.
38
5.25 Litigation.
----------
(a) There is no action, proceeding, investigation or inquiry pending
or, to the knowledge of the Alliance Entities, threatened (i) against or
affecting any of the Alliance Entities or their assets or ordinary conduct of
the business that, if determined adversely to the Alliance Entities, would
result in a Material Effect or (ii) that questions this Agreement or any action
contemplated by this Agreement or in connection with the Merger.
(b) There are no citations, fines or penalties heretofore asserted
against any of the Alliance Entities or their assets under any federal, state or
local law relating to air, noise or water pollution or other environmental
protection matters, or relating to occupational health or safety, of which such
entity has received notice and that remain unpaid or that could otherwise bind
the assets of any of the Alliance Entities and that would result in a Material
Effect.
(c) Alliance has no knowledge of any state of facts or of the
occurrence or nonoccurrence of any event or group of related events, that should
reasonably cause Alliance to determine that there exists any basis for any
material claim against the Alliance Entities for any of the matters described in
paragraphs (a) or (b).
5.26 Tax Returns and Payments.
------------------------
(a) The Alliance Entities (or the common parent of any affiliated
group of which any of such entities is or has been a member) have duly filed in
correct form in all material respects all Tax Returns required to be filed by
such entities and have duly paid or provided for payment of (or there have been
paid on their behalf) all Taxes due or claimed to be due from them by federal,
state, local or foreign taxing authorities, excluding Taxes that are being
contested in good faith by appropriate proceedings and as to which adequate
reserves have been provided and that are specifically identified in Section 5.26
------------
of the Alliance Disclosure Schedule.
- -----------------------------------
(b) There are no tax liens upon any property or assets owned by any of
the Alliance Entities that would have a Material Effect.
(c) All Tax Returns of the Alliance Entities filed, including any
amendments to date, have been prepared in good faith without willful
misrepresentation and are complete and accurate in all material respects. The
United Kingdom income tax returns of the Alliance Entities have been examined by
the Inland Revenue Service or other relevant tax authority for all periods
through April 30, 1994, and all deficiencies assessed as a result of such
examination have been paid in full or finally settled and no issue has been
raised by the Inland Revenue Service or other relevant tax authority in any such
examination that has been resolved adversely to any of the Alliance Entities or
is still pending and, by application of similar principles, reasonably could be
expected to result in an assertion by the Inland Revenue Service or other
relevant tax authority of a material deficiency in any other taxable year or
with respect to any other of the Alliance Entities. There are no outstanding
agreements, waivers or other arrangements providing for an extension of time
with respect to the filing of any Tax Returns or the payment by, or assessment
against, any of the Alliance Entities for any Taxes.
39
(d) The reserves made for Taxes on the respective balance
sheets in the Alliance Financial Statements are sufficient for the payment of
all unpaid Taxes due and payable by the Alliance Entities attributable to all
periods ended on or before the date of the respective balance sheets in
accordance with GAAP.
5.27 Insurance. Section 5.27 of the Alliance Disclosure
--------- ---------------------------------------
Schedule contains a true, correct, and complete description of all policies of
- --------
fire, casualty and extended coverage, public liability, products liability,
worker's compensation and other forms of insurance owned or held by or for the
benefit of the Alliance Entities (other than insurance owned or held by
operators for those Alliance Interests where one of the Alliance Entities is not
the operator). All such policies are sufficient for material compliance with all
requirements of law and all agreements for which those entities are parties,
are, to the knowledge of the Alliance Entities, valid and enforceable policies,
will remain in full force and effect through the respective dates set forth in
Section 5.27 of the Alliance Disclosure Schedule subject to the timely payment
- ------------------------------------------------
of the premiums set forth therein, and will not in any way be affected by, or
terminate or lapse by reason of, the transactions contemplated by this
Agreement. All premiums due under such policies have been paid and the insureds
have complied in all material respects with such policies.
5.28 Contracts.
---------
(a) Section 5.28 of the Alliance Disclosure Schedule
------------------------------------------------
contains a complete and correct list as of the date hereof of all agreements,
contracts and commitments of the following types (and all amendments thereto),
written or oral, to which any of the Alliance Entities is a party or by which
any of their properties is bound:
(i) notes, agreements, mortgages, indentures, security
agreements and other instruments relating to the borrowing of money or
evidence of credit or the deferred purchase price of property, or the
direct or indirect guarantee by such entities of any such indebtedness
or deferred purchase price, in excess of $20,000;
(ii) leases of real property and material personal property
providing for payments under any such lease or group of related leases
at an annual rate in excess of $25,000 (other than Leases);
(iii) partnership or joint venture agreements;
(iv) management, employment and consulting agreements or
other contracts for personal services that are not terminable by any of
such entities on not more than one month's notice without penalty;
(v) agreements providing for liability for severance pay,
collective bargaining agreements, labor contracts, or labor or
personnel policies;
(vi) surety, performance and maintenance bonds in excess of
$5,000;
(vii) agreements or commitments for capital expenditures in
excess of $25,000;
40
(viii) any plan, contract or arrangement providing for
bonuses, pensions, deferred compensation, retirement plan payments,
profit sharing, incentive pay, or for any other employee benefit plan;
(ix) brokerage or finder's agreements;
(x) any agreement that (a) restricts the right of such
entities to engage in any place in any line of business or (b) would
restrict the right of the Surviving Corporation or any Subsidiary of
the Surviving Corporation to engage in any line of business after the
Closing Date;
(xi) any contract, commitment or agreement that involves the
disposition after October 31, 1995, of any assets of any or such
entities not in the ordinary course of business consistent with past
practice;
(xii) any contract, commitment or agreement between any of
such entities or between any of such entities and any director, or
officer of any of the Alliance Entities (other than those that will be
terminated on or prior to Closing);
(xiii) any Alliance Oil and Gas Contract that commits any of
the Alliance Entities to make any capital expenditures in any calendar
year; and
(xiv) other agreements, contracts and commitments' that in
any way involve payments or receipts during the remaining term of such
agreement, contract or commitment in excess of $25,000.
(b) Alliance has made available to LaTex complete and
correct copies of all written agreements, contracts and commitments, together
with all amendments thereto, and accurate (in all material respects)
descriptions of all oral agreements, in all cases, described in subparagraph
(a). Such agreements, contracts and commitment are in full force and effect, and
all of such entities and, to the knowledge of the Alliance Entities, all other
parties to such agreements, contracts and commitments have performed all
obligations required to be performed by them to date thereunder in all material
respects and are not in default thereunder in any material respect.
(c) None of the Alliance Entities has outstanding any
powers of attorney, including powers of attorney with respect to representation
before any Governmental Entity, customs agents and brokers, or given in
connection with qualification to conduct business in any other jurisdiction.
5.29 Transactions with Interested Persons. No officer or
------------------------------------
director of any of the Alliance Entities (or spouse or any child thereof) owns,
directly or indirectly, on an individual or joint basis, any material interest
in, or serves as an officer, director or employee of, any customer, competitor
or supplier of or any person or entity that has a material contract or
arrangement with
41
any of the Alliance Entities, except for holdings of capital stock not exceeding
one percent (1%) of the total number of shares of capital stock of such
customer, competitor or supplier outstanding.
5.30 Compensation and Employee Plans.
-------------------------------
(a) Alliance has provided LaTex (i) the names and current
annual compensation rates of all present directors, officers, employees,
independent contractors or agents of each of the Alliance Entities and (ii) the
number, job category and range of compensation by job category of all employees
of such entities.
(b) Section 5.30 of the Alliance Disclosure Schedule sets
------------------------------------------------
forth the name of each Plan applicable to any of the Alliance Entities and lists
all documents evidencing any Plan applicable to any of the Alliance Entities.
(c) Each Plan applicable to any of the Alliance Entities is
now, and has been from its inception, administered in compliance in all material
respects with the provisions of all applicable laws and regulations, including
ERISA, the Code and the ADEA, insofar as such statutes are applicable to such
Plan.
5.31 Accounts Receivable; Inventories.
--------------------------------
(a) The accounts receivable of the Alliance Entities as
reflected on the respective balance sheets of the Alliance Financial Statements
(except to the extent collected after the date thereof) (i) have arisen in the
ordinary course of business for goods delivered or services rendered, and (ii)
are good and collectible, except as otherwise reserved for on the respective
balance sheets.
(b) To the knowledge of the Alliance Entities, all of the
Alliance Entities' accounts receivable existing at Closing will be collectible
in all material respects at their aggregate recorded amounts (net of any
allowances for doubtful accounts reflected on the Alliance Financial Statements)
in the ordinary course of business within ninety (90) days of the Closing,
without resort to litigation, and will not be subject to counterclaim or set
off.
(c) The inventories of the Alliance Entities as reflected
on the respective balance sheets included in the Alliance Financial Statements
have been valued in accordance with GAAP and customary industry practice using
COPAS guidelines.
5.32 Brokers, Finders and Advisors. Alliance has not
-----------------------------
employed any broker, finder, or investment advisor on its behalf, or incurred
any liability for any brokerage or finder's fees or commissions in connection
with the transaction contemplated hereby.
5.33 Labor Force.
-----------
(a) Each of the Alliance Entities is in compliance in all
material respects with all applicable laws (including without limitation federal
income tax laws), ordinances, regulations,
42
statutes, rules and restrictions of any Governmental Entity respecting
employment and employment practices and terms and conditions of employment.
(b) No union representation question exists respecting the
employees of any of the Alliance Entities and, to the knowledge of the Alliance
Entities, no union organizing activities are taking place.
5.34 Books and Records. The books and records of each of the
-----------------
Alliance Entities (including, without limitation, the books of account, minute
books and stock record books) are complete and correct in all material respects
and have been maintained in accordance with sound business practices. The minute
books of each of the Alliance Entities contain accurate and complete records in
all material respects of all meetings held of, and corporate action taken by,
the shareholders and the Boards of Directors of the respective entities and no
meetings of or actions by such shareholders or any such Boards of Directors have
been held or taken for which minutes have not been prepared and are not
contained in such minute books. None of the records and written documents
furnished or made available to LaTex's representatives or agents by the Alliance
Entities concerning the Alliance Interests, when considered in context and
together with any relevant or related documents also so furnished or made
available, contain any untrue statement of material fact or omit a material fact
necessary to make any statement therein not misleading.
5.35 Payments. None of the Alliance Entities has, directly
--------
or indirectly, paid or delivered any fee, commission or other sum of money or
item of property however characterized to any finder, agent, government official
or other party, in the United States or any other country, in any manner related
to its business or operations, which such entity knows or has reason to believe
to have been illegal under any federal, state or local laws of the United States
or any other country or territory having jurisdiction over such entity, and has
not participated, directly or indirectly, in any boycotts or similar practices.
5.36 Public Utility Holding Company. None of the Alliance
------------------------------
Entities owns or operates any facilities used for the retail distribution of
natural or manufactured gas for heat, light or power, nor does any of the
Alliance Entities, directly or indirectly, own, control or hold with power to
vote ten percent (10%) or more of the outstanding stock of, or exercise direct
or indirect controlling influence over the management or policies of such a
company or a company so controlling such a company.
5.37 Exchange Filings. Alliance has filed all forms, reports
----------------
and documents required to be filed with the London Stock Exchange Limited since
January 1, 1993. All of such filings were prepared in accordance with the
requirements of all applicable laws and did not at the time they were filed
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.
5.38 Disclosure. No representation or warranty made by
----------
Alliance in this Agreement (including, without limitation, in the Alliance
Disclosure Schedule) contains any untrue
43
statement of material fact or omits or will omit to state any material fact
necessary to make the statements herein or therein not misleading in light of
the circumstances under which made.
5.39 Status of Newco. Except in connection with the Merger,
---------------
Newco has never had any assets or conducted any business. As of the Effective
Time, all of the issued and outstanding stock of Newco will be owned by
Alliance.
6. Actions of LaTex Prior to the Closing Date.
------------------------------------------
6.1 Affirmative Covenants. Prior to the Closing Date,
---------------------
LaTex, except as otherwise set forth in Section 6.1 of the LaTex Disclosure
-----------------------------------
Schedule, covenants that, unless the prior written consent of Alliance is first
- --------
obtained, which consent shall not be unreasonably withheld, the LaTex Entities
will:
(a) Carry on their respective businesses in the usual,
regular and ordinary course in substantially the same manner as heretofore
conducted and use all reasonable efforts to (i) preserve intact their respective
present business organizations, (ii) keep available the services of their
respective present officers and key employees and (ii) preserve their respective
relationships with customers, suppliers and any others having business dealings
with them; and
(b) Duly comply with all laws applicable to them and their
respective properties, operations, business and employees which if not complied
with would result in a Material Effect.
6.2 Negative Covenants. Prior to the Closing Date, except
------------------
with the prior written consent of Alliance, and except as otherwise set forth in
Section 6.2 of the LaTex Disclosure Schedule, which consent shall not be
- --------------------------------------------
unreasonably withheld, the LaTex Entities will not:
(a) Do any of the restricted acts set forth in Section 4.8
-----------
hereof, or enter into any agreement of a nature set forth in Section 4.29
------------
hereof;
(b) Enter into or permit any of the LaTex Entities to enter
into any transaction other than in the ordinary course of business; or
(c) Amend the respective organizational or governing
documents of any of the LaTex Entities.
6.3 Consents. The LaTex Entities will use their best
--------
efforts to obtain all consents from third parties necessary or appropriate to
effectuate the transactions contemplated by this Agreement.
6.4 Advice of Changes. LaTex will promptly advise Alliance
-----------------
in writing from time to time prior to the Closing Date with respect to any
matter hereafter arising and known to it that, if existing or occurring at the
date of this Agreement, would have been required to be set
44
forth or described in the LaTex Disclosure Schedule or would have resulted in
any representation of LaTex in this Agreement being untrue.
6.5 Best Efforts. The LaTex Entities will use their best
------------
efforts to cause to be fulfilled those of the conditions to Alliance's and
Newco's obligations to consummate the transactions contemplated by this
Agreement that are dependent upon their actions and to execute and deliver such
instruments and take such other actions as necessary or appropriate in order to
carry out the intent of this Agreement.
6.6 Access to Properties and Records. From and after the
--------------------------------
date of this Agreement through the earlier of the Closing or the termination of
this Agreement, the LaTex Entities shall (a) provide Alliance an identification
of and access to all books, records and documents, including contracts,
agreements, consents, settlements, maps, revenue and expense information,
production data and geological and geophysical data relating to the LaTex
Interests, (b) afford to Alliance and their officers, attorneys, accountants and
other authorized representatives free and full access during normal business
hours to the offices, properties, books and records of the LaTex Entities, and
(c) cause counsel and accountants to the LaTex Entities to furnish such
additional financial and operating data and other information as Alliance shall
from time to time request in order that Alliance may have full opportunity to
make such investigation as they shall desire to make of the affairs of the LaTex
Entities and their assets.
6.7 Supply Documents, Reports, etc.
------------------------------
(a) LaTex shall furnish or make available to Alliance all
documents, reports and other information and data (including financial
statements) concerning the LaTex Entities as Alliance may reasonably require in
connection with any statement, application, or document required to be filed
with applicable Governmental Entities in connection with the transaction
contemplated by this Agreement or furnished to any other person, firm,
corporation or Governmental Entity in connection with this Agreement, including,
but not limited to the Commission, the Federal Trade Commission and the
Department of Justice.
(b) LaTex represents and warrants that all such information
shall be true, correct, and complete in all material respects and shall not omit
any material fact required to be stated to make such information not misleading
in light of the circumstances under which made.
6.8 Employees. LaTex agrees to use all reasonable efforts
---------
to persuade such of the employees, agents, and independent contractors of the
LaTex Entities as Alliance may designate to continue as employees, agents, and
independent contractors of the LaTex Entities after the Closing Date.
6.9 No Solicitation, etc. LaTex shall not (and will cause
--------------------
each of the executive officers and members of its executive management, as
identified in LaTex's Annual Report to Stockholders for the fiscal year ended
July 31, 1995 (collectively, "LaTex's Executives"), and its directors, legal and
financial advisors and Affiliates not to) directly or indirectly make, solicit,
encourage, initiate or enter into any agreement or agreement in principle, or
announce any intention to do any of the foregoing, with respect to any offer or
proposal to acquire all or a
45
substantial part of its or its Subsidiaries' business and properties or any of
its or its Subsidiaries' capital stock whether by merger, purchase of assets,
tender offer or otherwise (an "Alternative Transaction"). LaTex shall not (and
will cause each of LaTex's Executives, directors, legal and financial advisors
and Affiliates not to), directly or indirectly, participate in any negotiations
or discussions regarding, or furnish any information with respect to, or
otherwise cooperate in any way in connection with, or assist or participate in,
facilitate or encourage, any effort or attempt to effect or seek to effect, any
Alternative Transaction with or involving any person other than Alliance unless
LaTex shall have received an unsolicited written offer to effect an Alternative
Transaction which, in the exercise of its fiduciary duty after consideration of
advice from its legal and financial advisors, LaTex's Board of Directors
determines is likely to be more beneficial to the LaTex Stockholders than the
Merger. LaTex will promptly communicate to Alliance the terms of any proposal
which it may receive in respect of any such transaction and will keep Alliance
informed as to the status of any actions, including negotiations or discussions,
taken pursuant to the preceding sentence.
7. Actions of Alliance and Newco Prior to the Closing Date.
-------------------------------------------------------
7.1 Affirmative Covenants. Prior to the Closing Date,
---------------------
Alliance, except as otherwise set forth in Section 7.1 of the Alliance
---------------------------
Disclosure Schedule, covenants that, unless the prior written consent of LaTex
- -------------------
is first obtained, which consent shall not be unreasonably withheld, the
Alliance Entities will:
(a) Carry on their respective businesses in the usual,
regular and ordinary course in substantially the same manner as heretofore
conducted and use all reasonable efforts to (i) preserve intact their respective
present business organizations, (ii) keep available the services of their
respective present officers and key employees and (iii) preserve their
respective relationships with customers, suppliers and any others having
business dealings with them; and
(b) Duly comply with all laws applicable to them and their
respective properties, operations, business and employees which if not complied
with would result in a Material Effect.
7.2 Negative Covenants. Prior to the Closing Date, except
------------------
with the prior written consent of LaTex, and except as otherwise set forth in
Section 7.2 of the Alliance Disclosure Schedule, which consent shall not be
- -----------------------------------------------
unreasonably withheld, the Alliance Entities will not:
(a) Do any of the restricted acts set forth in Section 5.8
-----------
hereof, or enter into any agreement of a nature set forth in Section 5.28
------------
hereof;
(b) Enter into or permit any of the Alliance Entities to
enter into any transaction other than in the ordinary course of business; or
(c) Amend the respective organizational or governing
documents of any of the Alliance Entities.
46
7.3 Consents. The Alliance Entities will use their best
--------
efforts to obtain all consents from third parties necessary or appropriate to
effectuate the transactions contemplated by this Agreement.
7.4 Advice of Changes. Alliance will promptly advise LaTex
-----------------
in writing from time to time prior to the Closing Date with respect to any
matter hereafter arising and known to it that, if existing or occurring at the
date of this Agreement, would have been required to be set forth or described in
the Alliance Disclosure Schedule or would have resulted in any representation of
Alliance in this Agreement being untrue.
7.5 Best Efforts. The Alliance Entities will use their best
------------
efforts to cause to be fulfilled those of the conditions to LaTex's obligations
to consummate the transactions contemplated by this Agreement that are dependent
upon their actions and to execute and deliver such instruments and take such
other actions as necessary or appropriate in order to carry out the intent of
this Agreement.
7.6 Access to Properties and Records. From and after the
--------------------------------
date of this Agreement through the earlier of the Closing or the termination of
this Agreement, the Alliance Entities shall (a) provide LaTex an identification
of and access to all books, records and documents, including contracts,
agreements, consents, settlements, maps, revenue and expense information,
production data and geological and geophysical data relating to the Alliance
Interests, (b)afford to LaTex and their officers, attorneys, accountants and
other authorized representatives free and full access during normal business
hours to the offices, properties, books and records of the Alliance Entities,
and (c) cause counsel and accountants to the Alliance Entities to furnish such
additional financial and operating data and other information as LaTex shall
from time to time request in order that LaTex may have full opportunity to make
such investigation as they shall desire to make of the affairs of the Alliance
Entities and their assets.
7.7 Supply Documents, Reports, etc.
------------------------------
(a) Alliance shall furnish or make available to LaTex all
documents, reports and other information and data (including financial
statements) concerning the Alliance Entities as LaTex may reasonably require in
connection with any statement, application, or document required to be filed
with applicable Governmental Entities in connection with the transaction
contemplated by this Agreement or furnished to any other person, firm,
corporation or Governmental Entity in connection with this Agreement, including,
but not limited to the Commission, the Federal Trade Commission and the
Department of Justice.
(b) Alliance represents and warrants that all such
information shall be true, correct, and complete in all material respects and
shall not omit any material fact required to be stated to make such information
not misleading in light of the circumstances under which made.
7.8 No Solicitation, etc. Alliance shall not (and will
--------------------
cause each of the executive officers and members of its executive management, as
identified in Alliance's Annual Report to Stockholders for the fiscal year ended
April 30, 1996 (collectively, "Alliance's Executives"), and its directors, legal
and financial advisors and Affiliates not to) directly or indirectly make,
solicit,
47
encourage, initiate or enter into any agreement or agreement in principle, or
announce any intention to do any of the foregoing, with respect to any offer or
proposal to acquire all or a substantial part of its or its Subsidiaries'
business and properties or any of its or its Subsidiaries' capital stock whether
by merger, purchase of assets, tender offer or otherwise (an "Alternative
Transaction"). Alliance shall not (and will cause each of Alliance's Executives,
directors, legal and financial advisors and Affiliates not to), directly or
indirectly, participate in any negotiations or discussions regarding, or furnish
any information with respect to, or otherwise cooperate in any way in connection
with, or assist or participate in, facilitate or encourage, any effort or
attempt to effect or seek to effect, any Alternative Transaction with or
involving any person other than LaTex unless Alliance shall have received an
unsolicited written offer to effect an Alternative Transaction which, in the
exercise of its fiduciary duty after consideration of advice from its legal and
financial advisors, Alliance's Board of Directors determines is likely to be
more beneficial to the Alliance Stockholders than the Merger. Alliance will
promptly communicate to LaTex the terms of any proposal which it may receive in
respect of any such transaction and will keep LaTex informed as to the status of
any actions, including negotiations or discussions, taken pursuant to the
preceding sentence. Nothing contained herein shall preclude Alliance from
continuing negotiations to acquire certain assets and companies which have been
previously disclosed to LaTex ("Potential Additional Transactions"); provided,
--------
however, that the terms of any Potential Additional Transaction shall have been
- -------
disclosed in writing and are acceptable to LaTex prior to the execution of a
definitive agreement with respect to such assets or companies and further
provided that any agreement by Alliance to acquire such assets or companies
pursuant to any Potential Additional Transaction shall require the issuance of a
fairness opinion by Rothschild Natural Resources LLC; and further provided
that if LaTex fails or refuses to accept the terms of any Potential Additional
Transaction disclosed to it in writing by Alliance, such Potential Additional
Transaction shall not constitute an Alternative Transaction, but if Alliance
determines to proceed with a Potential Alternative Transaction, the terms of
which have not been accepted by LaTex, LaTex shall have the absolute right to
terminate this Agreement pursuant to Section 11.1(1), in which event neither
---------------
party shall have any further obligation or liability to the other as more
particularly described in Section 11.3(a).
---------------
8. Conditions to Alliance's or Newco's Obligations. Each and
-----------------------------------------------
every obligation of Alliance and Newco under this Agreement to be performed on
or before the Closing Date is, at the option of Alliance, subject to the
satisfaction on or before the Closing Date of each of the following conditions:
(a) Each class of the LaTex Stockholders shall have
approved the Merger.
(b) (i) All of the terms, covenants and conditions of this
Agreement to be complied with or performed by LaTex at or before the Closing
Date shall have been duly complied with and performed in all material respects,
(ii) the representations and warranties of LaTex set forth in Article 4, as
---------
modified by the statements contained in the LaTex Disclosure Schedule, shall be
true in all material respects on and as of the Closing Date with the same force
and effect as if such representations and warranties had been made on and as of
the Closing Date (but this provision shall not mean that representations and
warranties relating to a specific date, such as Section 4.6(a), shall relate to
--------------
any other date) and (iii) Alliance shall have received a certificate to such
effect from an officer of LaTex. Whether the conditions in subparagraphs (i)
48
and (ii) above have been satisfied shall be determined without regard to any
materiality qualifications or provisions contained in any such covenants,
representations or warranties.
(c) All consents, waivers, approvals, licenses,
authorizations of, or filings or declarations with third parties or Governmental
Entities required to be obtained by the LaTex Entities in order to permit the
transactions contemplated by this Agreement to be consummated in accordance with
governmental laws, rules, regulations and agreements shall have been obtained,
and the registration statement required by Section 2.10(b) shall be effective
---------------
under the Securities Act, no stop orders suspending the effectiveness of the
registration statement shall have been issued, no action, suit, proceeding or
investigation by the Commission to suspend the effectiveness thereof shall have
been initiated and be continuing, and all necessary approvals under state
securities laws or the Securities Act or the Securities Exchange Act of 1934
relating to the issuance or trading of the Alliance Shares issuable pursuant to
the Merger shall have been received.
(d) LaTex shall have delivered to Alliance an agreement in
the form attached to this Agreement as Exhibit C, executed by each of LaTex's
---------
Affiliates regarding his or its investment in the Alliance Shares.
(e) Alliance and Newco shall have received the opinion of
counsel for LaTex, dated the Closing Date, opining to certain of the matters
referenced in Sections 4.1 , 4.2, 4.3, 4.4, 4.10 and 4.25 and in the form
-------------------------------------------
acceptable to Alliance and Newco and their counsel.
(f) The aggregate number of each class of LaTex Shares held
by the LaTex Stockholders who have delivered and not withdrawn a written demand
for appraisal of their shares shall not exceed five percent (5 %) of that class
of LaTex Shares outstanding and entitled to vote at the meeting of LaTex
Stockholders.
(g) All outstanding options or other rights to purchase or
acquire LaTex Shares (other than the Warrants) shall have been canceled without
further liability to LaTex or Alliance.
(h) All actions, proceedings, instruments and documents in
connection with the consummation of the transactions contemplated by this
Agreement, including the forms of all documents, legal matters, opinions and
procedures in connection therewith, shall have been approved in form and
substance by counsel for Alliance, Jenkens & Gilchrist, P.C. , which approval
shall not be unreasonably withheld.
(i) The LaTex Entities shall have furnished such
certificates to evidence compliance with the conditions set forth in this
Article, as may be reasonably requested by Alliance or its counsel.
(j) There shall not have been any material loss resulting
from destruction of the LaTex Interests due to acts of God, fire, explosion or
other casualty which is not reimbursable in all material respects under policies
of insurance maintained by or for the benefit of the LaTex Entities.
49
(k) No material information or data provided or made
available to Alliance by or on behalf of LaTex shall be incorrect in any
material respect.
(l) LaTex shall have sold or otherwise disposed of its
interests in the Excluded Entities. The conditions of the sale or disposition
shall result in no less favorable terms to LaTex than if the existing equity and
debt reflected on LaTex's books for these interests were written down to zero.
At the time of the Merger, LaTex shall have no rights or obligations with
respect to any of these entities.
(m) The Alliance Shares to be issued to the LaTex
Stockholders pursuant to the Merger shall have been approved for listing on the
London Stock Exchange and such listing shall have become effective.
(n) Each LaTex Stockholder who will directly own five
percent (5%) or more of both the voting power and total value of Alliance as a
consequence of the Merger and the transactions contemplated thereby will enter
into a gain recognition agreement with the Internal Revenue Service.
9. Conditions to LaTex's Obligations. Each and every obligation
---------------------------------
of LaTex under this Agreement to be performed on the Closing Date is, at the
option of LaTex, subject to the satisfaction on or before the Closing Date, of
each of the following conditions:
(a) The Alliance Stockholders shall have approved the
Merger, the issue of the new Alliance Shares and the reverse stock split of the
Alliance Shares;
(b) (i) All of the terms, covenants and conditions of this
Agreement to be complied with or performed by Alliance and Newco at or before
the Closing Date shall have been duly complied with and performed in all
material respects, (ii) the representations and warranties of Alliance and Newco
set forth in Article 5, as modified by the statements contained in the Alliance
---------
Disclosure Schedule, shall be true in all material respects on and as of the
Closing Date with the same force and effect as if such representations and
warranties had been made on and as of the Closing Date (but this provision shall
not mean that representations and warranties relating to a specific date, such
as Section 5.6(a), shall relate to any other date), and (iii) LaTex shall have
--------------
received a certificate to such effect from an officer of each of Alliance and
Newco at Closing. Whether the conditions in subparagraphs (i) and (ii) above
have been satisfied shall be determined without regard to any materiality
qualifications or provisions contained in any such covenants, representations or
warranties.
(c) All consents, waivers, approvals, licenses,
authorizations of, or filings or declarations with third parties or Governmental
Entities required to be obtained by Alliance and Newco in order to permit the
transactions contemplated by this Agreement to be consummated in accordance with
governmental laws, rules, regulations and agreements shall have been obtained,
and the registration statement required by Section 2.10(b) shall be effective
---------------
under the Securities Act, no stop orders suspending the effectiveness of the
registration statement shall have been issued, no action, suit, proceeding or
investigation by the Commission to suspend the effectiveness thereof shall have
been initiated and be continuing, and all necessary approvals under state
50
securities laws or the Securities Act or the Securities Exchange Act of 1934
relating to the issuance or trading of the Alliance Shares issuable pursuant to
the Merger shall have been received.
(d) LaTex shall have received opinions from counsel for
Alliance and Newco, dated the Closing Date, opining to certain of the matters
referenced in Sections 5.1 , 5.2, 5.3, 5.4, 5.6, 5.10 and 5.24 and in the forms
------------------------------------------------
acceptable to LaTex and its counsel.
(e) All actions, proceedings, instruments and documents in
connection with the consummation of the transactions contemplated by this
Agreement, including the forms of all documents, legal matters, opinions and
procedures in connection therewith, shall have been approved in form and
substance by counsel for LaTex, Pray, Walker, Jackman, Williamson & Marlar,
which approval shall not be unreasonably withheld.
(f) Alliance and Newco shall have furnished such
certificates of its officers and others to evidence compliance with the
conditions set forth in this Article, as may be reasonably requested by LaTex or
its counsel.
(g) There shall not have been any material loss resulting
from destruction of the Alliance Interests due to acts of God, fire, explosion
or other casualty which is not reimbursable in all material respects under
policies of insurance maintained by or for the benefit of the Alliance Entities.
(h) No material information or data provided or made
available to LaTex by or on behalf of Alliance shall be incorrect in any
material respect.
(i) The Alliance Shares to be issued to the LaTex
Stockholders pursuant to the Merger shall have been approved for listing on the
London Stock Exchange and such listing shall have become effective.
(j) Alliance shall have entered into a definitive agreement
with John O'Brien, the former Chief Executive Officer of Alliance ("O'Brien"),
to settle all claims, disputes, actions and disagreements between Alliance and
O'Brien on terms either previously disclosed in writing to LaTex or otherwise
reasonably satisfactory to LaTex.
(k) LaTex shall have received an opinion from counsel for
Alliance and Newco, dated the Closing Date, in a form reasonably satisfactory to
LaTex, to the effect that
(i) the Merger will qualify as a reorganization
within the meaning of Section 368(a) of the Code;
(ii) the exchange in the Merger of LaTex Common
Stock, LaTex Series A Shares, LaTex Series B Shares and LaTex
Warrants for Alliance Shares will not give rise to gain or
loss to the LaTex Stockholders with respect to such exchange;
and
51
(iii) LaTex will not recognize gain or loss as a
consequence of the Merger and the transactions contemplated
thereby.
(l) Alliance shall have consummated all Potential
Additional Transactions, if any, for which definitive agreements were executed
by Alliance on or before September 15, 1996, in accordance with the provisions
of Section 7.8, and which are required so that the matters to be addressed in
-----------
the opinion described in Section 9(k) will be true and correct as of Closing.
------------
10. Additional Agreements.
---------------------
10.1 Confidentiality. The parties hereto will, and will
---------------
cause their officers, directors, employees and authorized representatives to,
hold in confidence all, and not to use or to disclose to others any, nonpublic
information received by them from another party hereto in connection with the
transactions contemplated by this Agreement; provided, however, the foregoing
shall not restrict necessary disclosures in compliance with requirements of any
law, governmental order or regulation.
10.2 Further Assurances. After Closing, the parties shall
------------------
execute, acknowledge and deliver or cause to be executed, acknowledged and
delivered such instruments and take such other action including payment of
monies as may be necessary or advisable to carry out their obligations under
this Agreement and under any document, certificate or other instrument delivered
pursuant hereto or required by law. If at any time subsequent to the Closing,
any party comes into possession of money or property belonging to another party,
such money or property shall be promptly turned over to the party entitled
thereto.
10.3 Resignations. Messrs. Jeffrey T. Wilson and Malcom W.
------------
Henley shall resign as officers, directors and employees of the LaTex Entities
as of Closing, and LaTex shall cause all other officers and directors of the
LaTex Entities to resign as officers and directors as of Closing.
10.4 Alliance Directors. At the Closing Date, the Board of
------------------
Directors of Alliance will be expanded to nine members and Messrs. Jeffrey T.
Wilson and John R. Martinson will be appointed to the Board of Alliance.
10.5 Offices. The executive offices of the Surviving
-------
Corporation shall be located in London, England, with LaTex's present offices
becoming the operational headquarters for the assets located in the United
States.
10.6 LaTex Personnel. Alliance agrees that any LaTex
---------------
personnel terminated as a result of the Merger will be compensated on a no less
favorable basis than LaTex's existing policies governing these matters currently
provides; provided, however, that Alliance shall have the right to terminate any
employee at any time for any reason or for no reason. The following key
personnel shall be retained as full-time employees of the Surviving Corporation
for a minimum of six months following the completion of the Merger: Messrs.
Hull, Heinsius, Cox,
52
Ensminger, Smethers and Burns; provided, however, that Alliance shall have the
right to terminate any of the foregoing individuals for good cause
10.7 Consulting Agreement. As of the Closing Date, Alliance
--------------------
shall enter into a consulting arrangement with Mr. Jeffrey T. Wilson
satisfactory to both parties pursuant to which Mr. Wilson will provide certain
consulting services relating to acquisitions in the energy industry for Alliance
subsequent to the Merger.
11. Termination, Waiver and Amendment.
---------------------------------
11.1 Termination. This Agreement and the transactions
-----------
contemplated herein may be terminated and abandoned at any time on or prior to
the Closing Date:
(a) By mutual consent of LaTex and Alliance; or
(b) By Alliance if:
(i) Any representation, warranty or covenant made
herein for the benefit of Alliance or Newco or any
certificate, schedule or document furnished to Alliance
pursuant to this Agreement is untrue in any material respect
(without regard to any materiality or knowledge qualifications
or provisions contained in such representation, warranty or
covenant) and such breach is not cured within ten (10) days of
LaTex's receipt of a notice from Alliance that such breach
exists or has occurred;
(ii) LaTex shall have defaulted in any material
respect (without regard to any materiality qualifications or
provisions contained in such representation , warranty or
covenant) in performance of any material obligation under this
Agreement and such breach is not cured within ten (10) days of
LaTex's receipt of a notice from Alliance that such breach
exists or has occurred; or
(iii) Consummation of the transactions contemplated
by this Agreement would violate any nonappealable final order,
decree or judgment of any court or governmental body having
competent jurisdiction; or
(c) By LaTex if:
(i) Any representation, warranty or covenant made
herein for the benefit of LaTex or any certificate, schedule
or document furnished to LaTex pursuant to this Agreement is
untrue in any material respect (without regard to any
materiality or knowledge qualifications or provisions
contained in such representation, warranty or covenant) and
such breach is not cured within ten (10) days of Alliance's
receipt of a notice from LaTex that such breach exists or has
occurred;
53
(ii) Alliance or Newco shall have defaulted in any
material respect (without regard to any materiality
qualifications or provisions contained in such representation,
warranty or covenant) in performance of any material
obligation under this Agreement and such breach is not cured
within ten (10) days of Alliance's receipt of a notice from
LaTex and the Controlling Stockholders that such breach exists
or has occurred; or
(iii) Consummation of the transactions contemplated
by this Agreement would violate any nonappealable final order,
decree or judgment of any court or governmental body having
competent jurisdiction; or
(d) By either party if the Closing Date does not occur on
or before January 31, 1997 (or such later date as may be mutually agreed upon
by the parties hereto), and such party has complied with the provisions of
Section 6.5 or Section 7.5, as the case may be.
- ----------- -----------
(e) By either Alliance or LaTex, if this Agreement, the
Merger and the Alliance reverse stock split shall fail to be approved and
adopted by the affirmative vote of the LaTex Stockholders required under the law
applicable to LaTex and LaTex's charter;
(f) By either LaTex or Alliance, if this Agreement, the
Merger and the Alliance reverse stock split shall fail to be approved and
adopted by the affirmative vote of the Alliance Stockholders required under the
law applicable to Alliance and Alliance's charter;
(g) By LaTex, upon the prior payment of a termination fee
to Alliance in the amount of $1,000,000, plus an amount equal to Alliance's
Reimbursable Expenses if LaTex shall have received an unsolicited written offer
from a person to effect an Alternative Transaction which, in the exercise of its
fiduciary duty after consideration of advice from its legal and financial
advisors, LaTex's Board of Directors determines will be more beneficial to the
LaTex Stockholders than the Merger and which LaTex's Board of Directors has
determined to accept; provided that LaTex shall not be entitled to terminate
--------
this Agreement pursuant to this paragraph (g) if LaTex shall have breached
Section 6.9 with respect to the offer in question;
- -----------
(h) By Alliance, upon the prior payment of a termination
fee to LaTex in the amount of $1,000,000, plus an amount equal to LaTex's
Reimbursable Expenses if Alliance shall have received an unsolicited written
offer from a person to effect an Alternative Transaction which, in the exercise
of its fiduciary duty after consideration of advice from its legal and financial
advisors, Alliance's Board of Directors determines will be more beneficial to
the Alliance Stockholders than the Merger and which Alliance's Board of
Directors has determined to accept; provided that Alliance shall not be entitled
--------
to terminate this Agreement pursuant to this paragraph (h) if Alliance shall
have breached Section 7.8 with respect to the offer in question;
-----------
(i) By LaTex if Alliance's Board of Directors shall have
approved, recommended or endorsed an Alternative Transaction; or
(j) By Alliance if LaTex's Board of Directors shall have
approved, recommended or endorsed an Alternative Transaction.
54
(k) By LaTex if, on September 15, 1996, the matters to be
addressed in the opinion described in Section 9(k) will not be true and correct
------------
as of that date because Alliance has neither (i) entered into any definitive
agreement(s) with respect to any Potential Additional Transactions in accordance
with the provisions of Section 7.8, after giving effect to such Potential
-----------
Additional Transaction as if it had occurred on September 15, 1996 nor (ii)
elected to restructure the Merger and the transactions contemplated thereby in
accordance with Section 2.11.
------------
(l) By LaTex, pursuant to its rights under Section 7.8
-----------
hereof.
11.2 Manner of Exercise. In the event of termination and
------------------
abandonment by Alliance or LaTex, or both, authorized by Section 11.1 , written
------------
notice thereof shall forthwith be given to the other parties and this Agreement
shall terminate and the transactions contemplated hereunder shall be abandoned
without further action by the parties.
11.3 Effect of Termination.
---------------------
(a) In the event of the termination and abandonment
authorized by Section 11.1 (a), (b), (c), (d), (e), (f), (k) or (l), then,
-----------------------------------------------------
subject to, and except as otherwise provided in, the provisions of Section
-------
11.3(d) and Section 11.3(e), this Agreement shall become void and have no
- ---------------------------
effect, without any liability on the part of any of the parties or their
directors or officers or stockholders in respect of this Agreement and the
transactions contemplated hereby, except for the confidentiality obligation of
Section 10.1 and this Section 11.3.
- ------------ ------------
(b) LaTex shall pay to Alliance a termination fee in cash
of $1,000,000 plus an amount equal to Alliance's Reimbursable Expenses within
five business days of termination of this Agreement by LaTex pursuant to Section
-------
11.1(g) or by Alliance pursuant to Section 11.1 (j).
- ------- ----------------
(c) Alliance shall pay to LaTex a termination fee in cash
of $1,000,000 plus an amount equal to LaTex's Reimbursable Expenses within five
business days of termination of this Agreement by Alliance pursuant to Section
-------
11.1(h) or by LaTex pursuant to Section 11.1(i).
- ------- -----------------
(d) At the election of Alliance, LaTex shall pay to
Alliance a termination fee in cash of $1,000,000, plus the amount of Alliance's
Reimbursable Expenses within five business days following written notice of such
election by Alliance delivered following termination of this Agreement by
Alliance pursuant to Section 11.1 (b)(i) or (b)(ii) provided that any breach, in
------------------- ------- --------
addition to giving rise to Alliance's right to terminate this Agreement pursuant
to Section 11.1 (b)(i) or (b) (ii), constituted a knowing misrepresentation or
------------------- --------
intentional breach of warranty by LaTex as of the date hereof or an intentional
breach of an obligation of LaTex, or a knowing or intentional breach of
Article 6 hereof, provided, further, that if Alliance delivers such written
- --------- -------- -------
notice, payment in full of the fees and expense reimbursement pursuant to this
Section shall be in complete satisfaction of any and all liabilities or
obligations that LaTex or its officers, directors and stockholders may have to
Alliance as a result of any of the provisions of this Agreement or the
termination thereof.
(e) At the election of LaTex, Alliance shall pay to LaTex a
termination fee in cash of $1,000,000, plus the amount of LaTex's Reimbursable
Expenses within five business days
55
following written notice of such election by LaTex delivered following
termination of this Agreement by LaTex pursuant to Section 11.1(c)(i) or
------------------
(c)(ii), provided that any breach, in addition to giving rise to LaTex's right
- ------- --------
to terminate this Agreement pursuant to Section 11.1(c)(j) or (c)(ii),
--------------------- -------
constituted a knowing misrepresentation or intentional breach of warranty by
Alliance as of the date hereof or an intentional breach of an obligation of
Alliance, or a knowing or intentional breach of Article 6 hereof, provided,
--------- --------
further, that if LaTex delivers such written notice, payment in full of the fees
and expense reimbursement pursuant to this Section shall be in complete
satisfaction of any and all liabilities or obligations that Alliance or its
officers, directors and stockholders may have to LaTex as a result of any of
the provisions of this Agreement or the termination thereof.
12. Miscellaneous.
-------------
12.1 Survival. Except for Sections 2.1 through 2.9 and this
-------- ------------ ---
Article 12, the representations, warranties, covenants and agreements of the
- ----------
parties to this Agreement shall not survive the Closing and shall thereafter be
of no further force and effect for any purpose.
12.2 Expenses. Except as otherwise provided herein, the
--------
parties shall each pay their own expenses and costs in connection with this
Agreement and the transactions contemplated hereby.
12.3 Press Releases. No party shall make any public
--------------
announcement or press release with respect to this transaction without first
consulting with the other parties and giving such parties the opportunity to
review and comment thereon.
12.4 Binding Effect. This Agreement and all of the
--------------
provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns. Neither this
Agreement nor any of the rights, interests or obligations hereunder shall be
assigned by any party without the prior written consent of the others. Nothing
contained herein, express or implied, is intended to confer on any person other
than the parties hereto or their respective successors and permitted assigns,
any rights, remedies, obligations or liabilities under or by reason of this
Agreement.
12.5 Severability. Any provision of this Agreement that is
------------
prohibited or unenforceable in any jurisdiction shall, in such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
12.6 Notices. Any notice, request, instructions or other
-------
document to be given hereunder to any party shall be in writing, sent by
facsimile transmission or delivered personally or by courier or sent by
certified mail, postage prepaid, as follows:
56
If to LaTex (prior to the Closing):
LaTex Resources, Inc.
4200 East Skelly Drive, Suite 1000
Tulsa, Oklahoma 74135
Attn: Jeffrey T. Wilson, President
FAX: (918) 747-7010
If to Alliance or Newco:
Alliance Resources Plc
Kingsbury House
15-17 King Street
London SWIY 6QU
Attn: John A. Keenan, Managing Director
FAX: 011 44 171 930 6579
With copy to:
Jenkens & Gilchrist, P.C.
1445 Ross Avenue, Suite 3200
Dallas, Texas 75202-2711
Attn: Francis M. Munchinski
FAX: (214) 855-4300
Any party may change its address for purposes of this Section by giving written
notice of such change of address to the other parties in the manner herein
provided for giving notice. Any notice or communication hereunder shall be
deemed to have been given when (i) deposited in the United States mail, if by
certified mail, and (ii) received, if delivered personally or by courier or
facsimile transmission.
12.7 Entire Agreement. This Agreement (including the
----------------
instruments between the parties referred to herein and any waivers delivered
pursuant hereto) constitutes the entire agreement among the parties and
supersedes all other prior agreements and understandings, both written and oral,
among the parties, or any of them, with respect to the subject matter hereof,
including, without limitation, that certain letter agreement, dated June 28,
1996 between Alliance and LaTex. The Exhibits and Schedules are a part of this
Agreement as if fully set forth herein. All references to articles, sections,
subsections, paragraphs, clauses, exhibits and schedules shall be deemed
references to such part of this Agreement, unless the context shall otherwise
require.
12.8 Amendments; Waivers. No supplement, modification, or
-------------------
amendment of this Agreement or waiver of any provision of this Agreement will be
binding unless executed in writing by, or on behalf of, all parties to this
Agreement. No waiver of any of the provisions of this Agreement will be deemed
or will constitute a waiver of any other provision of this
57
Agreement (regardless of whether similar), nor will any such waiver constitute a
continuing waiver unless otherwise expressly provided.
12.9 Headings. Descriptive headings contained herein are for
--------
convenience of reference only and shall not affect the meaning or interpretation
hereof.
12.10 Counterparts. This Agreement may be executed in any
------------
number of counterparts, each of which shall be deemed to be an original but all
of which together shall constitute but one agreement.
12.11 Specific Performance. The parties hereto agree that
--------------------
irreparable damage would occur if any of the provisions of this Agreement were
not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the parties shall be entitled to an
injunction or injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provision hereof in any court of the United States or
any state having jurisdiction, in addition to any other remedy to which they are
entitled at law or in equity.
12.12 GOVERNING LAW. THIS AGREEMENT AND THE LEGAL RELATIONS
-------------
AMONG THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS MADE AND TO
BE PERFORMED IN THAT STATE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.
12.13 Schedules. Any item disclosed by any party in the its
---------
Disclosure Schedule for one purpose and in response to a specific section of
this Agreement shall not be deemed disclosed for any other purpose and in
response to any other section of the Agreement unless specifically so stated.
12.14 Time of Essence. Time is of the essence of the parties'
---------------
obligations to consummate the transactions contemplated by this Agreement on the
Closing Date.
12.15 Best Efforts. No provision of this Agreement calling
------------
for a party to use its best efforts or reasonable efforts shall be construed so
as to require such party to incur out-of-pocket expenditures other than
expenditures normally incurred in transactions similar to the Merger or to take
any step that would not be commercially reasonable, in light of all of the
circumstances.
58
EXECUTED as of the day and year first above written.
Alliance:
ALLIANCE RESOURCES PLC
By: /s/ John A.Keenan
------------------------------
Name: John A. Keenan
Title: President
NEWCO:
ALLIANCE RESOURCES (DELAWARE),
INC.
By: /s/ John A Keenan
------------------------------
Name: John A. Keenan
Title: President
LATEX:
LATEX RESOURCES, INC.
By: /s/ Jeffery T. Wilson
------------------------------
Name: Jeffrey T. Wilson
Title: President
59
EXHIBIT A-1
Major Producing Leases
- ------------------------------------------------------------------------------------------------------------------------------------
Company Field Name Well Name Working Net Revenue Status Permitted
Interest Interest Encumbrances
- ------------------------------------------------------------------------------------------------------------------------------------
Source Petroleum, South Elton Celia T. Buller #2 0.15000000 0.14406750 Producing
Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
Joseph Tupper #2 0.98595000 0.73197506 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Joseph Tupper#7 0.99595000 0.73931600 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Joseph Tupper #l0 0.65250000 0.50161478 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Smith-Gooch #3 ORRI 0.02071314 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Jennings Houssiere-Latrielle #2 1.00000000 0.73752713 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Houssiere-Latrielle #15 1.00000000 0.73752713 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Houssiere-Latrielle #27 1.00000000 0.73752713 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Houssiere-Latrielle #28 1.00000000 0.73752713 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Houssiere-Latrielle #30 1.00000000 0.73752713 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Houssiere-Latrielle #32 1.00000000 0.73752713 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Arnaudet #1 1.00000000 0.67000000 Producing Term lease expires April 9, 2000.
- ------------------------------------------------------------------------------------------------------------------------------------
Arnaudet #2 1.00000000 0.67000000 Producing Term lease expires April 9, 2000.
- ------------------------------------------------------------------------------------------------------------------------------------
Arnaudet #3 1.00000000 0.67000000 Producing Term lease expires April 9, 2000.
- ------------------------------------------------------------------------------------------------------------------------------------
Arnaudet #4 1.00000000 0.67000000 Producing Term lease expires April 9, 2000.
- ------------------------------------------------------------------------------------------------------------------------------------
Arnaudet #8 1.00000000 0.67000000 Producing Term lease expires April 9, 2000.
- ------------------------------------------------------------------------------------------------------------------------------------
Arnaudet #10 1.00000000 0.67000000 Producing Term lease expires April 9, 2000.
- ------------------------------------------------------------------------------------------------------------------------------------
Arnaudet #14 1.00000000 0.67000000 Producing Term lease expires April 9, 2000.
- ------------------------------------------------------------------------------------------------------------------------------------
Levy-Arnaudet #1 1.00000000 0.71000000 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Levy-Arnaudet #2 1.00000000 0.71000000 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
EXHIBIT A-I - PAGE 1
- ------------------------------------------------------------------------------------------------------------------------------------
Company Field Name Well Name Working Net Revenue Status Permitted Encumbrances
Interest Interest
- ------------------------------------------------------------------------------------------------------------------------------------
Martin-Arnaudet #4 1.00000000 0.70000000 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Martin-Arnaudet #5 1.00000000 0.70000000 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Martin-Arnaudet #6 1.00000000 0.70000000 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Martin-Arnaudet #7 1.00000000 0.70000000 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Carter Clement #2 1.00000000 0.68000000 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Jennings Oil #3 1.00000000 0.69687500 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Jennings Oil #4 1.00000000 0.69687500 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Resources Valentine Valentine Sugars #2 1.00000000 0.69875000 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Valentine Sugars #3 1.00000000 0.69875000 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Valentine Sugars #4 0.65500000 0.45725000 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Arrowhead Valentine 0.11224754 0.07949729 Producing
Sugars #1
- ------------------------------------------------------------------------------------------------------------------------------------
ARNO, Inc. Gilmer South Gene McCollum #1 0.27935880 0.21840000 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Gene McCollum #2 0.28338140 0.22282912 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
EXHIBIT A-1 -- PAGE 2
EXHIBIT A-2
Major Non-Producing Leases
- ------------------------------------------------------------------------------------------------------------------------------------
Company Field Name Well Name Working Net Revenue Status Permitted Encumbrances
Interest Interest
- ------------------------------------------------------------------------------------------------------------------------------------
Source Petroleum, South Elton Celia T. Buller #6 0.99595000 0.73197506 Shut-in
Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
Lucretia Tupper #3 0.55000000 0.39995474 Shut-in
- ------------------------------------------------------------------------------------------------------------------------------------
Jennings Houssiere-Latrielle #1 1.00000000 0.73752713 Shut-in
- ------------------------------------------------------------------------------------------------------------------------------------
Houssiere-Latrielle #6 1.00000000 0.73752713 Shut-in
- ------------------------------------------------------------------------------------------------------------------------------------
Houssiere-Latrielle #29 1.00000000 0.73752713 Shut-in
- ------------------------------------------------------------------------------------------------------------------------------------
Arnaudet #5 1.00000000 0.67000000 Shut-in Term lease expires April 9, 2000.
- ------------------------------------------------------------------------------------------------------------------------------------
Arnaudet #7 1.00000000 0.67000000 Shut-in Term lease expires April 9, 2000.
- ------------------------------------------------------------------------------------------------------------------------------------
Gulf-Arnaudet #3 1.00000000 0.78000000 Shut-in Term lease expires April 9, 2000.
- ------------------------------------------------------------------------------------------------------------------------------------
Gulf-Arnaudet #4 1.00000000 0.78000000 Shut-in Term lease expires April 9, 2000.
- ------------------------------------------------------------------------------------------------------------------------------------
GuIf-Arnaudet #6 1.00000000 0.78000000 Shut-in Term lease expires April 9, 2000.
- ------------------------------------------------------------------------------------------------------------------------------------
GuIf-Arnaudet #7 1.00000000 0.78000000 Shut-in Term lease expires April 9, 2000.
- ------------------------------------------------------------------------------------------------------------------------------------
Gulf-Arnaudet #8 1 .00000000 0.78000000 Shut-in Term lease expires April 9, 2000.
- ------------------------------------------------------------------------------------------------------------------------------------
Martin-Arnaudet #1 1.00000000 0.70000000 Shut-in
- ------------------------------------------------------------------------------------------------------------------------------------
Carter-Clement #1 1.00000000 0.68000000 Shut-in
- ------------------------------------------------------------------------------------------------------------------------------------
Carter-Clement #5 1.00000000 0.68000000 Shut-in
- ------------------------------------------------------------------------------------------------------------------------------------
Carter-Clement #6 1.00000000 0.68000000 Shut-in
- ------------------------------------------------------------------------------------------------------------------------------------
Branch Donald Gueno #1 0.84000000 0.63000000 Shut-in
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Resources Jefferson Jefferson Island 1.00000000 0.72000000* Shut-in * Estimated NRI
Island Salt #14
- ------------------------------------------------------------------------------------------------------------------------------------
Jefferson Island 1.00000000 0.72000000* Prospect * Estimated NRI
Salt Co. #2
(Proposed well location)
- ------------------------------------------------------------------------------------------------------------------------------------
EXHIBIT A-2--PAGE 1
- ------------------------------------------------------------------------------------------------------------------------------------
Company Field Name Well Name Working Net Revenue Status Permitted Encumbrances
Interest Interest
- ------------------------------------------------------------------------------------------------------------------------------------
Jefferson Salt Co. #8 1.00000000 0.72000000* Prospect *Estimated NRI
(Proposed well location)
- ------------------------------------------------------------------------------------------------------------------------------------
Jefferson Island 1.00000000 0.72000000* Prospect *Estimated NRI
Salt Co. #7
(Proposed well location)
- ------------------------------------------------------------------------------------------------------------------------------------
Jefferson Island 1.00000000 0.72000000* Prospect *Estimated NRI
Salt Co. #4
(Proposed well location)
- ------------------------------------------------------------------------------------------------------------------------------------
Leases
- ------------------------------------------------------------------------------------------------------------------------------------
Company County/State Lessor Lease Date Acres Permitted Encumbrances
- ------------------------------------------------------------------------------------------------------------------------------------
Source Petroleum, Jeff Davis/LA Joseph Tupper, Jr. June 12, 1996 38.863 Lease subject to agreement creating Area of
Inc. Mutual Interest and, therefore, undivided
interest may be conveyed to other AMI
participants; see Item 2 of Section 5.25(a)
of the Mixer Disclosure Schedule.
- ------------------------------------------------------------------------------------------------------------------------------------
EXHIBIT A-2-PAGE 2
EXHIBIT A-3
Miscellaneous Interests
- ------------------------------------------------------------------------------------------------------------------------------------
Company Field Name Well Name Status Permitted Encumbrances
- ------------------------------------------------------------------------------------------------------------------------------------
Source Petroleum, Inc. South Elton Celia T. Buller #1 Shut-in
- ------------------------------------------------------------------------------------------------------------------------------------
Lucretia Tupper #2 Shut-in
- ------------------------------------------------------------------------------------------------------------------------------------
Jennings Radke Clement #1 Shut-in
- ------------------------------------------------------------------------------------------------------------------------------------
Radke Clement #2 Shut-in
- ------------------------------------------------------------------------------------------------------------------------------------
Radke Clement #3 Shut-in
- ------------------------------------------------------------------------------------------------------------------------------------
Radke Clement #5 Shut-in
- ------------------------------------------------------------------------------------------------------------------------------------
Chevron-Arnaudet #1 Shut-in Term lease expires April 9, 2000.
- ------------------------------------------------------------------------------------------------------------------------------------
Chevron-Arnaudet #2 Shut-in Term lease expires April 9, 2000.
- ------------------------------------------------------------------------------------------------------------------------------------
Chevron-Arnaudet #7 Shut-in Term lease expires April 9, 2000.
- ------------------------------------------------------------------------------------------------------------------------------------
Chevron-Arnaudet #8 Shut-in Term lease expires April 9, 2000.
- ------------------------------------------------------------------------------------------------------------------------------------
N. Tepetate Etta Sweeney #3 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Tepetate Doguet #1 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Doguet #2 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
South Crowley Guillot #1 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Iberia Bolivar #3 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Sabatier #2 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Resources Valentine Valentine Sugars #5 Shut-in
- ------------------------------------------------------------------------------------------------------------------------------------
Valentine Sugars #6 Shut-in
- ------------------------------------------------------------------------------------------------------------------------------------
Valentine Sugars #7 Shut-in
- ------------------------------------------------------------------------------------------------------------------------------------
Valentine Sugars #9 Shut-in
- ------------------------------------------------------------------------------------------------------------------------------------
EXHIBIT A-3-PAGE 1
- ------------------------------------------------------------------------------------------------------------------------------------
Company Field Name Well Name Status Permitted Encumbrances
- ------------------------------------------------------------------------------------------------------------------------------------
Valentine Sugars #10 Shut-in
- ------------------------------------------------------------------------------------------------------------------------------------
Jefferson Island Jefferson Island Salt Co. #1 Shut-in
- ------------------------------------------------------------------------------------------------------------------------------------
Jefferson Island Salt Co. #2 Shut-in
- ------------------------------------------------------------------------------------------------------------------------------------
Jefferson Island Salt Co. #3 Shut-in
- ------------------------------------------------------------------------------------------------------------------------------------
Jefferson Island Salt Co. Shut-in
#6st
- ------------------------------------------------------------------------------------------------------------------------------------
Jefferson Island Salt Co. #7 Shut-in
- ------------------------------------------------------------------------------------------------------------------------------------
Jefferson Island Salt Co. #8 Shut-in
- ------------------------------------------------------------------------------------------------------------------------------------
ARNO, Inc. Mocane Alley #1 Producing
Laverne
- ------------------------------------------------------------------------------------------------------------------------------------
Barby #1 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Bedell #1-20 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Boates #1 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Bockelman #1 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Burns #1 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Charlie #1 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Duerson #1 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Grove #1 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Halliburton #1 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Harvey #1 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Hodges #1 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Kenneck #1 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Leonard #1 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Muir #1 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
EXHIBIT A-3-PAGE 2
- ------------------------------------------------------------------------------------------------------------------------------------
Company Field Name Well Name Status Permitted Encumbrances
- ------------------------------------------------------------------------------------------------------------------------------------
Shadden #1 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Sizelove #1 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
State #1 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Stinson #1 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Winn #1 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Frost West Labrisa #2 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Slick 535 #1 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Slick 535 #2 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Slick 535 #3 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Slick 535 #4 Producing
- ------------------------------------------------------------------------------------------------------------------------------------
Provident City Neuhaus #3 Producing Subject to contract for sale; see
Section 5.8(f) of the Mixer Disclosure
Schedule.
- ------------------------------------------------------------------------------------------------------------------------------------
Neuhaus #5 Producing Subject to contract for sale; see
Section 5.8(f) of the Mixer Disclosure
Schedule.
- ------------------------------------------------------------------------------------------------------------------------------------
Neuhaus #6 Producing Subject to contract for sale; see
Section 5.8(f) of the Mixer Disclosure
Schedule.
- ------------------------------------------------------------------------------------------------------------------------------------
Neuhaus #7 Producing Subject to contract for sale; see
Section 5.8(f) of the Mixer Disclosure
Schedule.
- ------------------------------------------------------------------------------------------------------------------------------------
Neuhaus #8 Producing Subject to contract for sale; see
Section 5.8(f) of the Mixer Disclosure
Schedule.
- ------------------------------------------------------------------------------------------------------------------------------------
Neuhaus #1 Producing Subject to contract for sale; see
Section 5.8(f) of the Mixer Disclosure
Schedule.
- ------------------------------------------------------------------------------------------------------------------------------------
Neuhaus #4 Producing Subject to contract for sale; see
Section 5.8(f) of the Mixer Disclosure
Schedule.
- ------------------------------------------------------------------------------------------------------------------------------------
Neuhaus #9 Producing Subject to contract for sale; see
Section 5.8(f) of the Mixer Disclosure
Schedule.
- ------------------------------------------------------------------------------------------------------------------------------------
Traylor Alma #2 Producing Subject to contract for sale; see
Section 5.8(f) of the Mixer Disclosure
Schedule.
- ------------------------------------------------------------------------------------------------------------------------------------
Traylor Alma #3 Shut-in Subject to contract for sale; see
Section 5.8(f) of the Mixer Disclosure
Schedule.
- ------------------------------------------------------------------------------------------------------------------------------------
Traylor Alma #4 Producing Subject to contract for sale; see
Section 5.8(f) of the Mixer Disclosure
Schedule.
- ------------------------------------------------------------------------------------------------------------------------------------
EXHIBIT A-3-PAGE 3
Leases
- ------------------------------------------------------------------------------------------------------------------------------------
Company County/State Lessor Lease Date Acres Permitted Encumbrances
- ------------------------------------------------------------------------------------------------------------------------------------
Source Petroleum, Acadia/LA Archie Andrus, et al. July 1, 1995 25.000
Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
Greeley, CO Robert Pittenger, et ux December 8, 1994 337.000
- ------------------------------------------------------------------------------------------------------------------------------------
Ethel M. Martin December 5, 1994 160.000
- ------------------------------------------------------------------------------------------------------------------------------------
General Board of Church November 23, 320.000
of Nazarene 1994
- ------------------------------------------------------------------------------------------------------------------------------------
Kenneth Johnson, et ux November 21, 160.000
1994
- ------------------------------------------------------------------------------------------------------------------------------------
R&M Farms, Inc. November 17, 160.000
1994
- ------------------------------------------------------------------------------------------------------------------------------------
Esther Allen November 8, 1994 320.000
- ------------------------------------------------------------------------------------------------------------------------------------
David N. Tarman November 3, 1994 160.000
- ------------------------------------------------------------------------------------------------------------------------------------
David N. Tarman, Trustee November 3, 1994 80.000
- ------------------------------------------------------------------------------------------------------------------------------------
Smith Cattle, Inc. November 16, 320.000
1994
- ------------------------------------------------------------------------------------------------------------------------------------
H. Gerald Price, Jr., November 1, 1994 1120.000
et ux
- ------------------------------------------------------------------------------------------------------------------------------------
Frank P. Kipple, et ux October 27, 1994 160.000
- ------------------------------------------------------------------------------------------------------------------------------------
Charles Sessler Trust #1 October 27, 1994 160.000
and LaVon Sessler Trust
#1
- ------------------------------------------------------------------------------------------------------------------------------------
Estate of Mary R. October 25, 1994 160.000
Quaintance
- ------------------------------------------------------------------------------------------------------------------------------------
Mary A. Pfeifer, et vir October 25, 1994 320.000
- ------------------------------------------------------------------------------------------------------------------------------------
Max W. Warshaw, et ux October 25, 1994 320.000
- ------------------------------------------------------------------------------------------------------------------------------------
Joyce N. Lewis Trust October21, 1994 320.000
- ------------------------------------------------------------------------------------------------------------------------------------
EXHIBIT A-3-PAGE 4
- ------------------------------------------------------------------------------------------------------------------------------------
Company County/State Lessor Lease Date Acres Permitted Encumbrances
- ------------------------------------------------------------------------------------------------------------------------------------
Vera E. Miller October 21, 1994 320.000
- ------------------------------------------------------------------------------------------------------------------------------------
Arla M. Peter October 21, 1994 160.000
- ------------------------------------------------------------------------------------------------------------------------------------
Marjorie M. Peter October 21, 1994 1280.000
- ------------------------------------------------------------------------------------------------------------------------------------
Bradley K. Schneider October 21, 1994 320.000
- ------------------------------------------------------------------------------------------------------------------------------------
Young Cattle Co. October 21, 1994 800.000
- ------------------------------------------------------------------------------------------------------------------------------------
EXHIBIT A-3-PAGE 5
EXHIBIT B-1 *+
LATEX RESOURCES, INC. MAJOR PRODUCING LEASES
WELL NAME CO. COUNTY ST WI (BPO) NRI (BP0) WI (APO 1) NRI (APO 1) FIELD NAME
====================================================================================================================================
WILLIAMS, EMMA #1 L BALDWIN AL 1.00000000 0.79424852 SOUTH CARLTON
WILLIAMS, EMMA #2 L BALDWIN AL 1.00000000 0.79765295 SOUTH CARLTON
DAVIES, M.W. #15-12 L CLARKE AL 1.00000000 0.71251045 SOUTH CARLTON
ROBINSON, ED L #1 L CLARKE AL 1.00000000 0.81987500 SOUTH CARLTON
SCOTT #11-6 L CLARKE AL 1.00000000 0.77946338 SOUTH CARLTON
SCOTT #15-14 L CLARKE AL 1.00000000 0.74960000 SOUTH CARLTON
SCOTT #22-2 L CLARKE AL 1.00000000 0.76792208 SOUTH CARLTON
SCOTT #9-16 L CLARKE AL 1.00000000 0.77712322 SOUTH CARLTON
SCOTTIE A #1 L CLARKE AL 1.00000000 0.71252725 SOUTH CARLTON
SLAUGHTER 2-5 #1 L CLARKE AL 1.00000000 0.73503349 SOUTH CARLTON
BARBOUR, B.W. #16-15 L CLARKE/BALDWIN AL 1.00000000 0.71983263 SOUTH CARLTON
BARBOUR, B.W. #16-16 L CLARKE/BALDWIN AL 1.00000000 0.74668040 SOUTH CARLTON
BARBOUR, B.W. #16-3 L CLARKE/BALDWIN AL 1.00000000 0.71251045 SOUTH CARLTON
BARBOUR, B.W. ET AL #10-1 L CLARKE/BALDWIN AL 1.00000000 0.76041670 SOUTH CARLTON
BARBOUR, B.W. ET AL #10-2 L CLARKE/BALDWIN AL 1.00000000 0.71251045 SOUTH CARLTON
BARBOUR, B.W. ET AL #10-3 L CLARKE/BALDWIN AL 1.00000000 0.71251045 SOUTH CARLTON
BARBOUR, B.W. ET AL #16-10 L CLARKE/BALDWIN AL 1.00000000 0.71251045 SOUTH CARLTON
BARBOUR, B.W. ET AL #16-2 L CLARKE/BALDWIN AL 1.00000000 0.71251045 SOUTH CARLTON
BARBOUR, B.W. ET AL #16-6 L CLARKE/BALDWIN AL 1.00000000 0.71251045 SOUTH CARLTON
BARBOUR, B.W. ET AL #3-16 L CLARKE/BALDWIN AL 1.00000000 0.71495054 SOUTH CARLTON
OSWELL, C.O. #1 L CLARKE/BALDWlN AL 1.00000000 0.83358194 SOUTH CARLTON
OSWELL, C.O. #5 L CLARKE/BALDWIN AL 1.00000000 0.79900457 SOUTH CARLTON
OSWELL, C.O. #6 L CLARKE/BALDWIN AL 1.00000000 0.84915625 SOUTH CARLTON
OSWELL, C.O. #7 L CLARKE/BALDWIN AL 1.00000000 0.84915625 SOUTH CARLTON
OSWELL, E.T. #1 L CLARKE/BALDWIN AL 1.00000000 0.87933702 SOUTH CARLTON
OSWELL, E.T. #2 L CLARKE/BALDWIN AL 1.00000000 0.83920531 SOUTH CARLTON
OSWELL, E.T. #3 L CLARKE/BALDWIN AL 1.00000000 0.84915625 SOUTH CARLTON
OSWELL, W.H. & C.O. C L CLARKE/BALDWIN AL 1.00000000 0.83581993 SOUTH CARLTON
OSWELL, W.H. & C.O. #1&2 L CLARKE/BALDWIN AL 1.00000000 0.84885441 SOUTH CARLTON
OSWELL, W.H. & C.O. #3 L CLARKE/BALDWIN AL 1.00000000 0.90625110 SOUTH CARLTON
STATE OF ALABAMA L CLARKE/BALDWIN AL 1.00000000 0.82919950 SOUTH CARLTON
WALL 11-4 & 11-3 L CLARKE/BALDWIN AL 1.00000000 0.71251024 SOUTH CARLTON
WALL ET AL #2-11 L CLARKE/BALDWIN AL 1.00000000 0.76302080 SOUTH CARLTON
Page 1
WELL NAME CO. COUNTY ST WI (BPO) NRI (BPO) WI (APO 1) NRI (APO 1) FIELD NAME
====================================================================================================================================
WALL ET AL #2-13 L CLARKE/BALDWlN AL 1.00000000 0.71495054 SOUTH CARLTON
WALL ET AL #2-6 L CLARKE/BALDWIN AL 1.00000000 0.71287616 SOUTH CARLTON
WALL ET AL #3-14 L CLARKE/BALDWIN AL 1.00000000 0.71495054 SOUTH CARLTON
WALL ET AL #3-6 L CLARKE/BALDWIN AL 1.00000000 0.71495054 SOUTH CARLTON
WALL ET AL #3-7 L CLARKE/BALDWlN AL 1.00000000 0.71495054 SOUTH CARLTON
WALL ET AL #3-9 L CLARKE/BALDWIN AL 1.00000000 0.71495054 SOUTH CARLTON
WALL ET AL UNIT 3-8 #1 L CLARKE/BALDWIN AL 1.00000000 0.72327161 SOUTH CARLTON
WALL ET AL #3-1 L CLARKE/BALDWIN AL 1.00000000 0.71495054 SOUTH CARLTON
WALL J H 3-2 L CLARKE/BALDWIN AL 1.00000000 0.76302080 SOUTH CARLTON
WALL J.H. #D1 L CLARKE/BALDWIN AL 1.00000000 0.81987500 SOUTH CARLTON
WALL, J.H. #1-2-12 L CLARKE/BALDWIN AL 1.00000000 0.81987500 SOUTH CARLTON
WALL, J.H. #4 L CLARKE/BALDWIN AL 1.00000000 0.81987500 SOUTH CARLTON
WALL, J.H. #C1 L CLARKE/BALDWIN AL 1.00000000 0.81987500 SOUTH CARLTON
WALL, J.H. #E1 L CLARKE/BALDWIN AL 1.00000000 0.87249740 SOUTH CARLTON
WALL, J.H. EST. ET AL #3-10 L CLARKE/BALDWIN AL 1.00000000 0.80495054 SOUTH CARLTON
MCDONALD 36-13 C G LAMAR AL 0.65450000 0.47564090 CORINTH
MURPHY-RANDOLPH 1 G LAMAR AL 0.51406000 0.39400000 BLOOMING GROVE
GRACE 35-2 1C G PICKENS AL 0.70000000 0.55597770 CHICKEN SWAMP BRCH
GRACE 35-2 1L G PICKENS AL 0.70000000 0.55541600 CHICKEN SWAMP BRCH
SMITH 5-8 1 G PICKENS AL 0.89687320 0.64430640 0.89889000 0.68763000 LINEBARGER CREEK
FOWLER 7-1 G FAYETTE AL 0.35000000 0.28696000 BLUFF FIELD
BUSH 14-15 1 G PICKENS AL 0.28309000 0.24770000 COAL FIRE CREEK
CUNNINGHAM 16-7 1 G PICKENS AL 0.20132000 0.16215560 COAL FIRE CREEK
KELLY 15-16 1 G PICKENS AL 0.23847600 0.17701730 COAL FIRE CREEK
ROSEWOOD RESOURCES #10-1 L COLUMBIA AR 0.01973030 SPRINGHILL
ROSEWOOD RESOURCES #10-2 L COLUMBIA AR 0.01973030 SPRINGHILL
ROSEWOOD RESOURCES #10-3 L COLUMBIA AR 0.01973030 SPRINGHILL
ROSEWOOD RESOURCES #9-1 L COLUMBIA AR 0.02171880 SPRINGHILL
SMITH, A LAMAR #3 L COLUMBIA AR 0.02317887 SPRINGHILL
CROCKETT #1 L LAFAYETTE AR 0.08581460 0.06236564 ST. MARY
NW ARAPAHOE UNIT G CHEYENNE CO 0.03002000 0.02254000 ARAPAHOE
PEOC-NVG 41-23H G ROUTT CO 0.80719000 0.59413970 0.67352880 0.50192907 WOLF MOUNTAIN
Page 2
WELL NAME CO. COUNTY ST WI (BPO) NRI (BPO) WI (APO 1) NRI (APO 1) FIELD NAME
====================================================================================================================================
KANSAS UNIVERSITY #1-14 L STANTON KS 0.50781130 0.37412260 SPARKS NE
YEGUA SUD HILL U 1 G ALLEN LA 0.12429000 0.09530000 OBERLIN
MANY 1 (BDRX) HET 1 RC SUE G ASCENSION LA 0.68199000 0.48610000 0.68126500 0.48537500 DARROW
MCCRANIE 1 DAV SUA G BOSSIER LA 0.27963000 0.22927000 IVAN
LONGENBAUGH #2 L CAL/JEFDAVIS LA 0.96881976 0.74896000 BON AIR
7100' RA SUA EL&L L CALCASIEU LA 1.00000000 0.81250000 PERKINS
EDGEWOOD L&L (WELLS) L CALCASIEU LA 1.00000000 0.83333333 PERKINS
EDGEWOOD L&L 30 L CALCASIEU LA 1.00000000 0.83333333 PERKINS
EDGEWOOD L&L 9 L CALCASIEU LA 1.00000000 0.83333333 PERKINS
EDGEWOOD L&L B L CALCASIEU LA 1.00000000 0.83333333 PERKINS
EDGEWOOD LAND & LOG 7 L CALCASIEU LA 1.00000000 0.83333333 PERKINS
MATILDA GRAY STREAM J LSE L CALCASIEU LA 0.20000000 0.13680000 VINTON
MATILDA GRAY STREAM M LSE L CALCASIEU LA 0.20000000 0.13680000 VINTON
PE 550 RA SU EDGEWOOD 14 L CALCASIEU LA 1.00000000 0.83333333 PERKINS
PE 5800 RA SU; EDGEWOOD 24 L CALCASIEU LA 1.00000000 0.83333333 PERKINS
PE 5800 RA SU; EDGEWOOD 27 L CALCASIEU LA 1.00000000 0.83333333 PERKINS
PE 5800 RA SU; EDGEWOOD 29 L CALCASIEU LA 1.00000000 0.83333333 PERKINS
PE 5800 RA SU; EDGEWOOD 2A L CALCASIEU LA 1.00000000 0.83333333 PERKINS
PE 6000 RA SU EDGEWOOD 26 L CALCASIEU LA 1.00000000 0.83333333 PERKINS
PE 6000 RA SU; EDGEWOOD 28 L CALCASIEU LA 1.00000000 0.83333333 PERKINS
PE 6700 RA SU EDGEWOOD 13 L CALCASIEU LA 1.00000000 0.83333333 PERKINS
PE 6700 RA SU; EDGEWOOD 10 L CALCASIEU LA 1.00000000 0.83333333 PERKINS
PE 6700 RA SU; EDGEWOOD 8 L CALCASIEU LA 1.00000000 0.83333333 PERKINS
BYRD #2D/SLAY (TRAVIS PEAK) L CLAIBORNE LA 0.19752751 0.16828500 SUGAR CREEK
SHRINERS HOSPITAL #A1 L CLAIBORNE LA 0.04449880 0.03744275 LISBON
SLAY #1 L CLAIBORNE LA 0.19752600 0.17697828 SUGAR CREEK
SLAY #1D L CLAIBORNE LA 0.18019000 0.16828500 SUGAR CREEK
SIMONTON #1 L DESOTO LA 0.30750000 0.18484610 BETHANY
LONGSTREET
SPENCER-WALKER 1 G LINCOLN LA 0.22963000 0.18826000 HICO-KNOWLES
Page 3
WELL NAME CO. COUNTY ST WI(BPO) NRI(BPO) WI(APO 1) NR1(APO 1) FIELD NAME
====================================================================================================================================
CL&F 4 (TB)-PDP G TERREBONNE LA 0.03150000 0.02213660 TURTLE BAYOU
CL&F 6 (TB)-PDP G TERREBONNE LA 0.04796320 0.03145910 TURTLE BAYOU
CL&F 8 (TB)-PDP G TERREBONNE LA 0.04500000 0.02950000 TURTLE BAYOU
STANSBURY #2 L UNION LA 0.63262300 0.52924598 D' ARBONE
ALLEN B L 23-15 1 G CHICKASAW MS 0.68329000 0.49124990 BACON
CORLEY 6-1 1 G CHICKASAW MS 0.83964000 0.62069700 BALLS BRANCH
DALLAS 5-41 G CHICKASAW MS 0.91667000 0.75155620 BALLS BRANCH
FARNED L P 1L G CHICKASAW MS 0.62108120 0.46700640 BACON
FARNED L P 1U G CHICKASAW MS 0.62108120 0.46700640 BACON
RUDDER 294 G CLARKE MS 0.08000000 0.05314760 PEACHTREE CREEK
TEMPLE 29-3 #1/HEARN 293 G CLARKE MS 0.08000000 0.06750000 PEACHTREE FIELD
ERNEST ROBERTS GAS UNIT #1 L HINDS MS 0.96860250 0.73565830 BOLTON
SMACKOVER UNIT G JASPER MS 0.01584000 0.01299000 LAKE COMO
BRYAN COTTON VALLEY #5 L JONES MS 0.17767000 0.14566836 BRYAN
WALKER G.W. 6-7 G JONES MS 0.33333000 0.23112710 0.25000000 0.18500000 CAMP CREEK
ANDERSON 14-12 G LEE MS 1.00000000 0.76951400 NETTLETON N.
SCRUGGS 15-10 1 G LEE MS 1.00000000 0.75658480 SHANNON, E.
TALLY 31-16 G LEE MS 0.88697890 0.59343630 0.52780890 0.43487700 BALLS BRANCH
SMACKOVER "A" L WAYNE MS 0.00449631 CYPRESS CREEK
BRUMFIELD B #1,2,3,5,6,10,11,13,14. L YAZOO MS 1.00000000 0.76518750 TINSLEY
HENSLER 1-21 G SHERIDAN MT 0.41724000 0.34208650 COMERTOWN, S.
TIOGA-MADlSON UNIT G WILLIAMS ND 0.00000000 0.00841230 TIOGA
MUSKEGON 20 ST COM G EDDY NM 0.24688000 0.18506000 EMPIRE, S.
FEDERAL 6 COM 1 G LEA NM 0.07960000 0.06153000 QUAIL RIDGE
GILLIAM G LEA NM 0.50000000 0.37765860 CAUDILL, NE
JACKSON UNIT AI6O G LEA NM 0.08333000 0.06800000 JOHNSON RANCH
SHIPP 34-A1 & A2 L LEA NM 0.04147500 0.03033372 CASEY
STATE 17 1 G LEA NM 0.12500000 0.10250000 AUSTIN
STATE QE 13 1 G LEA NM 0.50000000 0.37480000 RANGER LAKE
Page 4
WELL NAME CO. COUNTY ST WI(BPO) NRI(BPO) WI(APO 1) NRI(APO 1) FIELD NAME
====================================================================================================================================
HOWLING WOMAN 1-23 G BLAINE OK 0.40000000 0.31599340 ELM GROVE
KOPF 1-11 G BLAINE OK 0.35000000 0.26250000 WATONGA CHICKASAW
NEUFELD 1-33 G BLAINE OK 0.65062000 .5296987(G) FAY, E.
TWIN WOMAN 1-32 G BLAINE OK 0.52724000 0.41888000 THOMAS, E.
FLANIGAN 2-30 G CADDO OK 0.32462000 0.24928000 0.27462000 0.22132000 UNION CITY
RICHARDS LEASE L CREEK OK 0.75000000 0.58437500 CUSHING
MULLINS 1-34 G CUSTER OK 0.06250000 0.05469000 BUTLER, W.
BOUCHER #1-05 L DEWEY OK 0.20695700 0.16297900 OAKWOOD N.
MORTON 2-35 G LOGAN OK 0.26904000 0.24158000 ICONIUM, NW
SMITH 1-34 G LOGAN OK 1.00000000 0.76260000 ICONIUM, NW
TROUTT-MARSH 2-2 G LOGAN OK 1.00000000 0.75225560 ICONIUM, NW
RIPPLE 1-12 G PITTSBURG OK 0.46289990 0.38675530 REAMS, NW
SARKEY FOUNDATION UN 1&2 G PITTSBURG OK 0.25000000 0.21875000 FEATHERSTON, NW
BOGGES 2-29 G ROGER MILLS OK 0.18750000 0.15820000 STRONG CITY, S.
BURNS ESTES 1-1 G ROGER MILLS OK 0.06250000 0.05078000 REYDON, W.
EUNICE 1-18 L ROGER MILLS OK 0.02710000 0.02100810 REYDON
HARP #1-36 L STEPHENS OK 0.20000000 0.16469620 COUNTY LINE
CHANCE-BLAHA UN 1 G BURLESON TX 0.30000000 0.20370000 GIDDINGS
MIKESKA UNIT I
RE-ENTRY/KRENE G BURLESON TX 0.30796610 0.24310000 GIDDINGS
PADGITT, JAMES T 3 L CROCKETT TX 0.08203125 0.06245140 PADGITT
ARCO 22 1 G ECTOR TX 0.99772000 0.68943620 ARBOL DE NADA
JOHNSON GRAYBURG SUA L ECTOR TX 0.03010000 0.02347700 JOHNSON
PHILLIPS-EDWARDS 1 G ECTOR TX 1.00000000 0.70275000 0.95000000 0.66761250 EDWARDS, W.
HURT 1 G FRIO TX 0.75000000 0.52706250 PEARSALL
COVINGTON 1-U G GRAYSON TX 0.85150000 0.69812380 PERRIN AFB N.
JONES JOHN 1L G HOWARD TX 0.94000000 0.67359020 KNOTT, SW
WYNN #1 L LIPSCOMB TX 0.41453100 0.30888063 STUART RANCH
BREEDLOVE E4 G MARTIN TX 0.25000000 0.17570000 0.18750000 0.13176563 BREEDLOVE, S.
GAULT, SARAH #1-5 L MIDLAND TX 0.33333300 0.24752400 PARSLEY
ST TRACT 904-L 3 G NUECES TX 0.24780400 0.18579500 0.20000000 0.19828706 G 0 M ST-904
ST TRACT 904-L I G NUECES TX 0.25000000 0.20000000 0.22466228 0.16712900 G 0 M ST-904
Page 5
WELL NAME CO. COUNTY ST WI(BPO) NRI(BPO) WI(APO 1) NRI(APO 1) FIELD NAME
====================================================================================================================================
KING #2 L OCHILTREE TX 0.95020400 0.66776000 HANSFORD
WELLS GAS UNIT 1-T G HARRISON TX 0.20622000 0.16907000 WASKOM
SNYDER ST GAS UN 1 G REEVES TX 0.09375000 0.07183000 WORSHAM-BAYER
UNIVERSITY 10-18-1U L WARD TX 0.08330000 0.06506947 WARWINK SOUTH
UNIVERSITY 18-29 02 L WARD TX 0.12577820 0.10014784 WARWINK SOUTH
UNIVERSITY 18-29 03 L WARD TX 0.15624510 0.10031409 WARWINK SOUTH
UNIVERSITY 18-29 O5 L WARD TX 0.12577820 0.06408442 WARWINK SOUTH
UNIVERSITY 18-29 07 L WARD TX 0.17126040 0.10137038 WARWINK SOUTH
UNIVERSITY 18-30 02 L WARD TX 0.12577820 0.06408073 WARWINK SOUTH
ALLEN J H 2 G WOOD TX 0.19166660 0.61414377 CROW
MEALS, NANCY SANDERSON ET AL L YOAKUM TX 0.3958335 0.30425000 SAN ANDRES
BLUE FOREST UNIT G SWEETWATER WY 0.00205000 0.00162410 BLUE FOREST
* NET REVENUE INTERESTS SHOWN ARE NET OF THE OVERRIDING ROYALTY INTEREST PAYABLE
TO LaSALLE STREET NATURAL RESOURCES CORPORATION PURSUANT TO THE ASSIGNMENT AND
CONVEYANCE OF OVERRIDING ROYALTY INTEREST DATED MARCH 31, 1995.
+ALL OIL AND GAS INTERESTS SET FORTH ON THIS EXHIBIT ARE SUBJECT TO THE MORTGAGE
AND SECURITY INTEREST GRANTED BANK OF A AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION PURSUANT TO THAT CERTAIN CREDIT AGREEMENT DATED MARCH 31, 1995.
ALL OIL AND GAS INTERESTS SET FORTH ON THIS EXHIBIT ARE SUBJECT TO THE PURCHASE
AND SALE AGREEMENT DATED MARCH 30, 1996 BETWEEN ENRON RESERVE ACQUISITION CORP.
(SELLER), ENRON CAPITAL & TRADE RESOURCES CORP. (ADDITIONAL PARTY), LATEXIGOC
ACQUISITION INC. (BUYER) AND LATEX RESOURCES, INC. (ADDITIONAL PARTY).
Page 6
EXHIBIT B-2'+
LATEX RESOURCES, INC. MAJOR NON-PRODUCING LEASES
WELL NAME Co. COUNTY ST WI(BPO) NRI(BPO) WI(APO) NRI(APO) FIELD NAME
====================================================================================================================================
WILLIAMS, EMMA #1 L BALDWIN AL 1.00000000 0.79424852 SOUTH CARLTON
SCOTT #11-6 L CLARKE AL 1.000OO000 0.77946338 SOUTH CARLTON
SCOTT #9-9 L CLARKE AL 1.00000000 0.77643384 SOUTH CARLTON
OSWELL, C.O. #6 L CLARKE/BALDWIN AL 1.00000000 0.84915625 SOUTH CARLTON
S.CARLTON-LOC 1 L CLARKE/BALDWIN AL 1.00000000 0.77660000 SOUTH CARLTON
S.CARLTON-LOC 10 L CLARKE/BALDWIN AL 1.00000000 0.77660000 SOUTH CARLTON
S.CARLTON-LOC 11 L CLARKE/BALDWIN AL 1.00000000 0.77660000 SOUTH CARLTON
S.CARLTON-LOC 12 L CLARKE/BALDWIN AL 1.00000000 0.77660000 SOUTH CARLTON
S.CARLTON-LOC 13 L CLARKE/BALDWIN AL 1.00000000 0.77660000 SOUTH CARLTON
S.CARLTON-LOC 14 L CLARKE/BALDWIN AL 1.00000000 0.77660000 SOUTH CARLTON
S.CARLTON-LOC 15 L CLARKE/BALDWIN AL 1.00000000 0.77660000 SOUTH CARLTON
S.CARLTON-LOC 16 L CLARKE/BALDWIN AL 1.00000000 0.77660000 SOUTH CARLTON
S.CARLTON-LOC 17 L CLARKE/BALDWIN AL 1.00000000 0.77660000 SOUTH CARLTON
S.CARLTON-LOC 18 L CLARKE/BALDWIN AL 1.00000000 0.77660000 SOUTH CARLTON
S.CARLTON-LOC 19 L CLARKE/BALDWIN AL 1.00000000 0.77660000 SOUTH CARLTON
S.CARLTON-LOC 2 L CLARKE/BALDWIN AL 1.00000000 0.77660000 SOUTH CARLTON
S.CARLTON-LOC 20 L CLARKE/BALDWIN AL 1.00000000 0.77660000 SOUTH CARLTON
S.CARLTON-LOC 21 L CLARKE/BALDWIN AL 1.00000000 0.77660000 SOUTH CARLTON
S.CARLTON-LOC 22 L CLARKE/BALDWIN AL 1.00000000 0.77660000 SOUTH CARLTON
S.CARLTON-LOC 24 L CLARKE/BALDWIN AL 1.00000000 0.77660000 SOUTH CARLTON
S.CARLTON-LOC 25 L CLARKE/BALDWIN AL 1.00000000 0.77660000 SOUTH CARLTON
S.CARLTON-LOC 26 L CLARKE/BALDWIN AL 1.00000000 0.77660000 SOUTH CARLTON
S.CARLTON-LOC 27 L CLARKE/BALDWIN AL 1.00000000 0.77660000 SOUTH CARLTON
S.CARLTON-LOC 28 L CLARKE/BALDWIN AL 1.00000000 0.77660000 SOUTH CARLTON
S.CARLTON-LOC 29 L CLARKE/BALDWIN AL 1.00000000 0.77660000 SOUTH CARLTON
S.CARLTON-LOC 3 L CLARKE/BALDWIN AL 1.00000000 0.77660000 SOUTH CARLTON
S.CARLTON-LOC 4 L CLARKE/BALDWIN AL 1.00000000 0.77660000 SOUTH CARLTON
S.CARLTON-LOC 5 L CLARKE/BALDWIN AL 1.00000000 0.77660000 SOUTH CARLTON
S.CARLTON-LOC 6 L CLARKE/BALDWIN AL 1.00000000 0.77660000 SOUTH CARLTON
S.CARLTON-LOC 7 L CLARKE/BALDWIN AL 1.00000000 0.77660000 SOUTH CARLTON
S.CARLTON-LOC 8 L CLARKE/BALDWIN AL 1.00000000 0.77660000 SOUTH CARLTON
S.CARLTON-LOC 9 L CLARKE/BALDWIN AL 1.00000000 0.77660000 SOUTH CARLTON
Page 1
WELL NAME CO. COUNTY ST WI(BPO) NRI(BPO) WI(APO) NRI(APO) FIELD NAME
====================================================================================================================================
STATE OF ALABAMA L CLARKE/BALDWIN AL 1.00000000 0.82919950 SOUTH CARLTON
WALL ET AL UNIT 3-8 #1 L CLARKE/BALDWIN AL 1.00000000 0.72327161 SOUTH CARLTON
PEOC-NVG 41-23H G ROUTT CO 0.80719000 0.59413970 0.67352880 0.50192907 WOLF MOUNTAIN
L HA RA SUA, PLACID #1 G BOSSIER LA 0.17736000 0.11632950 CARTERVILLE N.
CLARK RA SU A G CAMERON LA 0.03031000 0.02363280 CREOLE N.
GAY UNION CORP #37BP1 L IBERVILLE LA 1.00000000 0.80035010 BAYOU CHOCTAW
GAY UNION CORP #37BP2 L IBERVILLE LA 1.00000000 0.80035010 BAYOU CHOCTAW
GAY UNION CORP #37BP3 L IBERVILLE LA 1.00000000 0.80035010 BAYOU CHOCTAW
GAY UNION CORP #37BP4 L IBERVILLE LA 1.00000000 0.80035010 BAYOU CHOCTAW
GAY UNION CORP #37BP5 L IBERVILLE LA 1.00000000 0.80035010 BAYOU CHOCTAW
GAY UNION CORP #51 L IBERVILLE LA 1.00000000 0.80035010 BAYOU CHOCTAW
BRUMFIELD B-22 (PUD) L YAZOO MS 1.00000000 0.76518750 TINSLEY
BRUMFIELD B-23 (POSS-POU) L YAZOO MS 1.00000000 0.76518750 TINSLEY
GILLIAM 1 G LEA NM 0.50000000 0.37765860 CAUDILL, NE
HOWLING WOMAN 1-23 G BLAINE OK 0.40000000 0.31599340 ELM GROVE
FLANIGAN 2-30 G CADDO OK 0.32462000 0.24928000 0.27462000 0.22132000 UNION CITY
MILLIE 2-20 (RECOMPLETE) G DEWEY OK 0.75000000 0.65625000 PUTNAM
BLACK 1-3 G LOGAN OK 1.00000000 0.86133000 ICONIUM, NW
SMITH 1-34 G LOGAN OK 1.00000000 0.76260000 ICONIUM, NW
COVINGTON 1 G GRAYSON TX 0.85150000 0.69812380 PERRIN AFB N.
GAULT, SARAH #1-5 L MIDLAND TX 0.33333300 0.24752400 PARSLEY
GAULT, SARAH #34 L MIDLAND TX 0.50000000 0.36666000 PARSLEY
UNIVERSITY 10-18 A-6 L WARD TX 0.10000000 0.07800000 WAR-WINK SOUTH
UNIVERSITY 10-18 A-7 L WARD TX 0.10000000 0.07800000 WAR-WINK SOUTH
UNIVERSITY 10-18 B-8 L WARD TX 0.10000000 0.07800000 WAR-WINK SOUTH
UNIVERSITY 10-18 B-9 L WARD TX 0.10000000 0.07800000 WAR-WINK SOUTH
UNIVERSITY 11-18 #A-4 L WARD TX 0.08333330 0.06500000 WAR-WINK SOUTH
UNIVERSITY 11-18 #B-3 L WARD TX 0.08333330 0.06500000 WAR-WINK SOUTH
UNIVERSITY 11-18 #B-4 L WARD TX 0.08333330 0.06500000 WAR-WINK SOUTH
UNIVERSITY 11-18 #B-5 L WARD TX 0.08333330 0.06500000 WAR-WINK SOUTH
UNIVERSITY 18-29 2 L WARD TX 0.12577820 0.10014784 WAR-WINK SOUTH
UNIVERSITY 18-29 5 L WARD TX 0.12577820 0.06408442 WAR-WINK SOUTH
UNIVERSITY 18-29 7 L WARD TX 0.17126040 0.10137038 WAR-WINK SOUTH
UNIVERSITY 22-18 #A-3 L WARD TX 0.08333330 0.06500000 WAR-WINK SOUTH
UNIVERSITY 23-18 #A-3 L WARD TX 0.08333330 0.06500000 WAR-WINK SOUTH
UNIVERSITY 23-48 #A-4 WARD TX 0.08333330 0.06500000 WAR-WINK SOUTH
Page 2
WELL NAME CO. COUNTY ST WI(BPO) NRI(BPO) WI(APO) NRI(APO) FIELD NAME
====================================================================================================================================
UNIVERSITY 24-18 #2 L WARD TX 0.08333330 0.06500000 WAR-WINK SOUTH
UNIVERSITY 9-18 A-3 L WARD TX 0.08333330 0.06500000 WAR-WINK SOUTH
UNIVERSITY 9-18 A-4 L WARD TX 0.08333330 0.06500000 WAR-WINK SOUTH
*NET REVENUE INTERESTS SHOWN ARE NET OF THE OVERRIDING ROYALTY INTEREST PAYABLE
TO LaSALLE STREET NATURAL RESOURCES CORPORATION PUR TO THE ASSIGNMENT AND
CONVEYANCE OF OVERRIDING ROYALTY INTEREST DATED MARCH 31, 1995.
+ALL OIL AND GAS INTERESTS SET FORTH ON THIS EXHIBIT ARE SUBJECT TO THE MORTGAGE
AND SECURITY INTEREST GRANTED BANK AMERICA NATIONAL THUST AND SAVINGS
ASSOCIATION PURSUANT TO THAT CERTAIN CREDIT AGREEMENT DATED MARCH 31, 1995.
ALL OIL AND GAS INTERESTS SET FORTH ON THIS EXHIBIT ARE SUBJECT TO THE PURCHASE
AND SALE AGREEMENT DATED MARCH 30, 1996 BETWEEN ENRON
RESERVE ACQUISITION CORP. (SELLER), ENRON CAPITAL & TRADE RESOURCES CORP.
(ADDITIONAL PARTY), LATEX/GOC
ACQUISITION INC. (BUYER) AND LATEX RESOURCES, INC. (ADDITIONAL PARTY).
Page 3
EXHIBIT B-3 *+
-----------
LATEX RESOURCES, INC. MISCELLANEOUS INTERESTS
---------------------------------------------
MINERAL/ROYALTY INTERESTS OWNED
-------------------------------
STATE OF ALABAMA
COUNTIES OF CLARKE and BALDWIN
ALL IN TOWNSHIP 3 NORTH, RANGE 2 EAST
Section 11: SW/4 lying south and west of Alabama River
Section 14: W/2 lying south and west of Alabama River
Section 15: SE/4 NE/4 and SE/4 lying east of Alabama River
Section 11: NW/4 SW/4 lying south and west of Alabama River
Section 14: NW/4 NW/4
Section 15: NE/4 NE/4
Section 14: NE/4 NW/4
Section 15: SW/4 NE/4
Section 10: 5E/4 5W/4 lying south and east of Alabama river limited to 7,500'
Section 10: SE/4 SE/4 limited to 7,500'
Section 15: SE/4 NW/4, limited to 7,500'
Section 10: SW/4 SE/4, limited to 7,500'
Section 10: NW/4 SE/4, limited to 7,500'
Section 10: NE/4 SE/4, limited to 7,500'
Section 15: NW/4 NE/4, limited to 7,500'
Section 15: NE/4 NW/4, limited to 7,500'
Section 11: SW/4 SW/4
Section l0: SW/4 SW/4
STATE OF LOUISIANA
PARISH OF ST. CHARLES
(Surface and mineral ownership)
Lots No. 112 and 114 of the Subdivision of the Ranson Tract, situated on the
"Coteau de France", between Bayou Saut d'Ours and Bayou Des Allemands, in St
Charles Parish, Louisiana in township 14 South, Range 20 East, Southeastern Land
District of Louisiana and West of the Mississippi river
STATE OF OKLAHOMA
COUNTY OF CUSTER
S/2 and SE/4 NE/4 of Section 5, Township 14 North, Range 19 West
l
S/2 SE/4 and SE/4 SW/4 Section 4, Township 14 North, Range 19 West
S/2 NW/4 Section 4, Township 14 North, Range 19 West
Lots l and 2 and N/2 SW/4 of Section 4, Township 14 North, Range 19 West
Lots 3 and 4 Section 4, Township 14 North, Range 19 West
S/2 Section 33, Township 15 North, Range 19 West
SW/4 NE/4 Section 5, Township 14 North, Range 19 West
STATE OF ARKANSAS
COUNTY OF MILLER
Section 30, Township 19 South, Range 17 West
Section 8, Township 20 South, Range 28 West
STATE OF ARKANSAS
COUNTY OF COLUMBIA
SW/4 of Section 3, Township 18 South Range 23 West, from the surface to a depth
of 5,080 feet
East 3/4, only insofar as same is included within the designated spacing unit
established pursuant to Arkansas Oil and Gas Commission Order No.11-89, section
9, Township 20 South, Range 22 West
All of interest in and to that certain spacing unit established for the Rosewood
Resources Inc. #1-10, said unit formed in compliance with Arkansas Oil and Gas
Commission Reference No. 204-87, as amended by Commission Reference No.11-89,
and encompassing the West 3/4 of fractional Section 10, Township 20 South Range
22 West, limited to include only that strata and/or zones from the surface of
the earth down to and including a sub-surface depth of 11,076 feet, being 100
feet below total depth drilled in said well.
STATE OF TEXAS
COUNTY OF HANSFORD
Section 234, Township 2, GH&H survey, Hansford County, Texas containing 640.0
acres more or less. (160 acre net)
STATE OF COLORADO
COUNTY OF MORGAN
5W/4 and S/2 NW/4 Section 23, and N/2 NW/4 Section 26 all in Township l North,
Range 58 West, 6th P.M.
STATE OF MISSISSIPPI
COUNTY OF ADAMS
Beginning at a point on the common boundary line between Sandy Creek Plantation,
formerly owned by National Gasoline Company of Louisiana, and Magnolia Hills
Plantation, formerly owned by Ella G. Lees, said point being N 31 degrees 36'
00" W 1298.81 ft from the intersection of Cannonsburg Road with the
2
north right-of-way line of U.S. Highway No. 84; run thence N 71 degrees 30'50"
200.00 ft; thence East 363.91 ft; thence North 1070.00 ft; thence East 305.81
ft; thence North 1088.20 ft; thence East 1771.0 ft to the northwest corner of
Possum Farm, now or formerly owned by Mrs. Alice M. Ratcliffe; thence easterly
with the common boundary line between said Possum Farm and said Magnolia Hills
Plantation 1181.28 ft; thence South 804.53 ft; thence East 280.00 ft; thence
South 440.00 ft; thence West 480.00 ft; thence South 1010.00 ft; thence West
280.00 ft; thence South 660.00 ft; thence East 270.00 ft; thence South 888.09 ft
to a point on the north right-of-way line of said U.S. Highway No 84; thence
westerly with said north right-of-way line and the north boundary line of
Mississippi Central Railroad property 2966.27 ft to the intersection of the
common boundary line between said Sandy Creek Plantation and said Magnolia Hills
Plantations with said north right-of-way line of U.S. Highway No. 84; thence
northwesterly with the common boundary line between said Sandy Creek Plantation
and said Magnolia Hills Plantation 1367.89 ft to point of beginning, containing
241 acres of land, lying in Township 7 North, Range l West.
STATE OF LOUISIANA
PARISH OF CONCORDIA
DESCRIPTION OF PORTION OF BLACKHAWK PLANTATION, 100 ACRE PEABODY LEASE,
SITUATED IN SECTIONS 39,40,41,42 AND 43 T2N,R8E as further described:
From the most westerly corner of Section 43, T2N,R8E, Concordia Parish,
Louisiana go northeasterly along the line between Sections 43 and 64 for 852.0
degrees; thence east for 3758.41' to the point of beginning being the northwest
comer of the within described tract and the northeast corner of the T.J. Guido
Lease.
Thence from said point of beginning go south along said Guido Lease for
1675.38'; thence east for 2600.00'; thence north for 1675.38'; thence west for
2600.00' to the point of beginning. Said with described tract containing 100
acres.
From the most northerly corner of Section 42, T2N, R8E, Concordia Parish,
Louisiana go southeasterly along the line between Sections 41 and 42 for 33.504'
to the point of beginning, being a point on the west boundary of within
described tract. Thence from said point of beginning, go north for 290.20';
thence north 28 deg. 39 minutes east for l629.89'; thence north 46 deg. 30
minutes east for 2156.46'; to the northwest corner of within described tract;
thence east for 4220.58'; thence south for 3793.19'; thence west for 1995.53';
thence south for 796.83'; thence west for 2115.76'; thence south for 850.00';
thence west for 1830.00'; thence north for 850.00'; thence west for 625.00'
thence north for 1385.18' to the point of beginning. The within described tract
containing 625.0 acres and being situated in Sections
34,35,36,37,38,39,40,41,42,43 and accretions thereto.
DESCRIPTION OF A 160 ACRE PEABODY LEASE- BLACKHAWK PLANTATION SITUATED IN
SECTIONS 44,45,46,47,48 AND 49, T2N-R8E, CONCORDIA PARISH, LOUISIANA
From the most southerly corner of Section 49, T2N-R8E, go Northeasterly along
the line between Sections 49 and 50 for 5781.15 feet to the point of beginning
being a point on the south boundary of with described tract
JEN RA SU H in accretions to Township North, Range 9 East, as more particularly
described and shown on the map or plat attached as Exhibit "A" to Louisiana
Office of Conservation Order No. 674-A, effective on
3
and after September 19, 1979, a certified copy of which is filed of record under
Register No. 144911 and recorded in C.O.B. 135 at page 732 containing 40.0
acres, more or less, and being the drilling and production unit for the Jenkins
Sand Reservoir "A", Roseland Field for the ADCO PRODUCING COMPANY, INC. SHARP
EYE WIPER NO 2 WELL, in accretions to Township 4 North, Range 9 East.
STATE OF MISSISSIPPI
COUNTY OF FRANKLIN
SW/4 NW/4 of Section 29, Township 6 North, Range 2 East, containing 40 acres,
more or less.
STATE OF MISSISSIPPI
COUNTY OF JEFFERSON DAVIS
W/4 of Section 30, Township 8 North, Range 19 West and E 3/4 Section 25,
Township 8 North, Range 20 West.
Section 31, Township 8 North, Range 19 West.
STATE OF MISSISSIPPI
COUNTY OF LAWRENCE
Section 31, Township 6 North, Range 1l East containing 640 acres.
STATE OF MISSISSIPPI
COUNTY OF LINCOLN
Begin at the southeast corner of Section 2, Township 5 North, Range 6 East,
thence west along the south line of Section 2 for 2112; to the point of
beginning, thence north and parallel to the east line of Section 2 for 2640'
east and parallel with south line of Sections 2 and l for 3520', thence south
and parallel to west line of Sections l and 12 for 3960', thence west and
parallel with the north line of Sections 12 and 1l for 3520', thence north and
parallel with the east line of Section 1l for l320' to the point of beginning,
containing 320 acres.
STATE OF LOUISIANA
PARISH OF LIVINGSTON
160 acres located Section 29, Township 6 South, Range 5 East
STATE OF MISSISSIPPI
COUNTY OF MADISON
SE/4 NW/4 Section 1, Township 8 North, Range l West
SE/4 NE/4 Section 2, Township 8 North, Range l West
NW/4 NW/4 Section 1, Township 8 North, Range l West
NE/4 SW/4 Section 1, Township 8 North, Range l West
4
SW/4 NE/4 Section 2, Township 8 North, Range 1 West
SW/4 NW/4 Section 1, Township 8 North, Range 1 West
NW/4 NE/4 Section 1, Township 8 North, Range 1 West
SW/4 NE/44 Section 1, Township 8 North, Range 1 West
NW/4 SE/4 Section 2, Township 8 North, Range 1 West
E/2 NE/4 Section 35, Township 9 North, Range 1 West
SW/4 SE/4 Section 1, Township 8 North, Range 1 West
NE/4 SE/4 Section 26, Township 9 North, Range 1 West
NE/4 SE/4 Section 35, Township 9 North, Range 1 West
NW/4 SE/4 Section 26, Township 9 North, Range 1 West
E/2 NE/4 Section 35, Township 9 North, Range 1 West
SW/4 NE/4 Section 26, Township 9 North, Range 1 West
SE/4 SE/4 Section 26, Township 9 North, Range 1 West
Section 1, Township 8 North, Range 1 West
STATE OF MISSISSIPPI
COUNTIES OF SMITH, JONES and JASPER
Unit is described in that certain Unitization Agreement- dated June 2, l956,
Oil and Gas Book 129, Page 1 in the office of the Chancery Clerk of the Second
Judicial District of Jones County, Mississippi; and recorded Oil and Gas Book
90, Page 1 in the office of the Chancery Clerk of Smith County, Mississippi; and
recorded in Oil and Gas Book 25, Page 103 in the office of the Chancery Clerk
of the Second Judicial District of Jasper County, Mississippi
STATE OF MISSISSIPPI
COUNTY OF WALTHALL
Section 34, Township 4 North, Range 11 East, containing 640 acres.
NW/4 SW/4 Section 3, Township 3 North, Range 11 East
NW/4 NW/4 of Section 3, Township 3 North, Range 11 East
STATE OF MISSISSIPPI
COUNTY OF WILKINSON
From the corner common to Sections 41, 44 and 47, Township 2 North, Range 4
West, Wilkinson County, Mississippi, go easterly along the south boundary of
Section 47 for 380 feet; thence southerly at right angles for 852 feet to a
point, thence North 40 degrees 00' west for 330 feet to the point of beginning.
Thence from said point of beginning, go north 50 degrees 00' east for 330' to
the most northerly corner of within described tract; thence south 40 degrees
east for 1112.17'; thence north 50 degrees 00', west for 1445.'; thence north 40
degrees 00', west for 1810.0' thence north 50 degrees 00', east for 330.0 feet
to the point of beginning. Said within described tract contain 40.0 acres.
40 acres in Section 41, Township2 North, Range 4 West
5
40 acres located in Sections 38 and 39, Township 2 North, Range 4 West
Section 39, Township 2 North, Range 4 West
From the southwest corner of Section 35, Township 4 North, Range 3 West,
Wilkinson County, Mississippi, go northeasterly along the line between Sections
35 and 36 for 2,003'; thence northwesterly at right angles for 1,425' to the
point of beginning, being the northwest corner of within described tract. Thence
from said point of beginning, go east for 1,810.00'; thence south for 1,445.00';
thence west for 697.83'; thence north for 785.00'; thence west for 1,112.17';
thence north for 660.00' to point of beginning. The above described tract is
situated in Sections 35 and 36, T4N, R3W and contains 40 acres.
STATE OF NORTH DAKOTA
COUNTY OF MCKENZIE
All of the right, title and interest owned by Calto Oil Co. in and to the oil,
gas and other minerals in and under and that might be produced from that certain
tract of 160 acres more or less, being the NW/4 of Section 13, 152N, 96W,
McKenzie Co., N>D>, more particularly set our in Mineral Deed dated April 24,
1951 from Walter Sorenson et ux to Calto oil Co. rec in Bk. 57 Page 77, of the
deed Records of said County and State; conveying and undivided 1/4 interest in
said tract; and
Mineral Deed from Ole m> Jorgenson et ux to Calto Oil Company dated April
16, 1951, rec in Book 57 Page 19, Deed Records of McKenzie County, N.D.,
conveying and undivided 1/4 mineral interest under 160 acres described as the
NE/4 of Section 23-152N-96W, subject to Mineral Deed executed by Calto Oil Co.
in favor of G.W. Gulmon, dated Dec. 13, 1965 effective Jan. 1, 1966, conveying
and undivided 1/16th of 1/4th interest in said lands, rec. in Bk 112, Page 197
of the records of said County and State; and
Assignment of Overriding Royalty conveying to Calto oil Co. a 1/8th of 7/8th
ORRI in the following oil, gas and mineral leases:
Oil Gas & Mineral Lease dated Jan. 24, 1962, executed by Louisiana Land and
Exploration Cok. as Lessor to Skelly Oil Cok. as Lessee, covering NE/4 of
Section 23-152N-96W, rec. Book 104, Page 123, Misc Rec.
Oil Gas & Mineral Lease dated September 5, 1951 from Ole N. Jorgenson et ux
to Skelly Oil Co., covering NE/4 Section 23-152N-96W, rec Book 101, Page
217, Misc Rec.
said assignment executed August 21, 1962, rec Book 106, Page 311, Misc Rec.
Section 13, Township 152 North, Range 96 West, McKenzie County, North Dakota
STATE OF NORTH DAKOTA
COUNTY OF WILLIAMS
S/2 S/2 Section 32-156N-95W, 160 acres
SE/4 SW/4 Section 34-156N-96W
W/2 NE/4 Section 34-156N-96W
6
E/2 NE/4 and SE/4 Section 34-156N-96W, 240 acres
SE/4 SW/4 Section 34-156N-96W
W/2 NE/4 Section 34-156N-96W
E/2 SE/4 Section 27 and E/2 NE/4 and SE/4 Section 34-156N-96W, 320 acres
SW/4 SW/4 Section 32-156N-95W, 40 acres
SW/4 NE/4 and S/2 NW/4 and W/2 SW/4 Section 13-157N-95W
NW/4 NW/4 Section 34-157N-95W
E/2 SW/4 and W/4 SE/4 Section 13-157N-95W
STATE OF TEXAS
COUNTIES OF CHEROKEE and RUSK
685 acres, more or less, out of the Wade H. Walters Survey, A-888 Cherokee
County, A-809 Rusk County, being more particularly described in the Pooling
Designation recorded in Rusk County in Vol 1608, Page 167-191 of the Land
Records and in Cherokee County in Vol 1072, Page 559-583 of the Records of said
County, State of Texas
STATE OF TEXAS
COUNTY OF FREESTONE
Basin Operating Co- Carpenter Gas Unit NO.5 consisting of 690.5 acres of land
situated in Freestone County, Texas, described in that certain pooling
Declaration, dated May 17, 1963, of record in Vol 330, Page 189, of the Deed
Records of Freestone County, Texas which Declaration pooled and combined the
leases and mineral interest described therein and the lands covered by said
leases and the lands in and under which said mineral interest exist
STATE OF TEXAS
COUNTY OF GREGG
79.09 acres out of the John Ruddle Survey, less 27.75 acres off the West side,
Gregg County, Texas
615.56 acres situated in the William Robinson Survey, Gregg County, Texas being
more particularly described in that certain Unit Designation dated September
4,1953, executed by S.L. Florsheim, Jr., R.W, Ketelson, H.S, Moss, L.W. Powell,
Roy Powell, Austin E. Stewart, Stanolind Oil & Gas Company, Continental Oil
Company, tide Water Associated Oil Co. and Arkansas Fuel Oil Corporation and
recorded in Vol 421, at Pages 444-456 of the Deed Records of Gregg County,
Texas, to which instrument and the record thereof reference is here made for a
more particular description.
South 2.89 acre of the North 3.89 acres of 11.36 acres of land, situated in
Gregg County, Texas, being a part of the Mary Van Winkle Survey, said 3.89 acre
tract described as follows: Beginning at a stake, the Northwestern corner of the
11.36 acre tract described in J.M. Johnson lease, said stake being at the
intersection of the East or Southeast boundary line of the I&GN Railway right-
of-way with the East boundary line of said 11.36 acre tract describe in said
lease from J.M. Johnson; THENCE south along the east boundary line of said 11.36
acres tract 421 feet to stake for southeast corner of this triangular shaped
tract; THENCE west parallel with the south boundary line of said 11.36 acre
tract to a point, a stake in
7
I&GN Railway right-of-way; THENCE North 40 deg east with said I&GN Railway
right-of-way which line is also the west line of said ii .36 acre tract to the
place of beginning containing 3.89 acres of land.
688.07 acres out of William Robinson Survey, A-177, D Sanchez Survey, A-186
Gregg County, Texas. East 18.3 acres of a certain 25 acre tract, more or less,
situated in the William Robinson Survey.
96 acres in a tract being part of the William Robinson survey.
East 60 acres out of 126 acres being a part of the William Robinson Survey.
92.5 acres being a part of the William Robinson Survey.
150.00 acres in the Wm. Robinson Survey A-177 being a part of the 35.07 acres
tract described as Tract No. 2 in that certain quit-claim deed dated 1-24-86
from Velma Lee Craig et al to Stanolin Oil & Gas Co. et al recorded Vol 527 Page
194, Gregg County, Texas
50 acres in the William Robinson Survey, Gregg County, Texas
6.18 acres more or less, in the Wm. Robinson Survey, being Lot 2 of the
partition between Young-Lee, et al, Gregg County, Texas
1.45 acres out of the W.H. Castleberry Survey, Gregg County, Texas
North 22.5 acres of a certain 45 acre tract, more or less, situated in the
Delores Sanchez Survey.
STATE OF TEXAS
COUNTY OF HOPKINS
The Hinton Production Company Bert Davis Gas Unit as described in Corrected
Declaration of Pooled Unit of Record in Volume 162, Page 95, Oil and Gas Lease
Records of Hopkins, County, Texas, composed of 320 acres.
STATE OF TEXAS
COUNTY OF LEON
The E.B. Andrews, Jr. 80 acres Oil Unit #1, William Johnson Survey, Abstract
No. 11, Leon County, Texas more fully described in Oil Unit Pooling Agreement
and Designation executed by Texas Petroleum Expl. Co., et al , a counterpart of
which dated February 23, 1967, was filed fro record January 25, 1968 and
recorded in Vol. 348 Page 401 deed records of Leon County, Texas.
644.74 acre unit as described in Exhibit "A" of that certain Declaration of
Pooling dated effective as of the 25th day of April, 1975, recorded in Volume
404, Page 698, of the Deed Records of Leon County, Texas.
8
STATE OF TEXAS
COUNTY OF HENDERSON
100 acres, more or less, a part of the South Adrian Anglin Survey, Patent No.
155, described as follows: BEGINNING at the NE corner of 320 acre survey deeded
to Martha Bond by M.E. O'Quinn, to which deed reference is here made for a more
full description to-wit a Red Oak 18 in NW 19 vrs do 8 in. S 20 W 16 Vrs; THENCE
south 130 varas, branch bottom at 751 1/2 vrs; Black Oak stake a R 0 l2 in N 37
W 3 vrs; P O vrs 9 in 75 E l vrs; THENCE west 335 vrs. branch, at 430 vrs. fork
of same branch at 751 1/2 vrs., stake on bank of same branch a H 14 in. N 88 E.
12 vrs; R.O. 9 in N 11 1/2 vrs; THENCE North 13 vrs. branch, at 75 vrs fine
spring branch at 751 1/2 vrs; a B.J 6 in S 47 W 71/10 vrs, do 5 in N47 E 7/10
vrs; THENCE East 751 1/2 vrs to the BEGINNING.
46.83 acres of land out of the Jose M. Y'Barto Survey, Abstract No. 845, said
tract designated as Tract 58 in Travis Peak Gas Unit #7, recorded in Vol 473 Pg
310 Deed Records.
60 acres in the Santo Sylvester Survey, Abstract No. 694 in Henderson County,
Texas, said tract is designated as Tract No. 56, in Declaration of Travis Peak
Gas Unit No. 8 recorded in Vol 186 Page 306
40.05 acres of land, being the west 40.05 acres of the J.N. Leopard 86.88 acre
tract, out of the Jose M. Y'Barbo Survey, Abstract No. 864, described, and
designated as Tract No. 18 in Exhibit B of that certain instrument dated
November 1, 1954, designated as Unit Agreement for Rodessa Lime Pool of Tri-
Cities Field, Henderson County, Texas, executed by and between Lone Star
Producing Company, a Texas corporation, as "Operator" and W.B. Hinton, et al,
"Subscribers", a counterpart of which said agreement is recorded in Volume 434,
at Page 1.
STATE OF TEXAS
COUNTY OF GUADALUPE
85.5 acres of land, more or less, being a part of the Joel W. Robinson 3/4
League Grand and described by metes and bounds.
53 acres being a part of the Robinson Survey and beginning at the most southerly
corner of a survey of 320 acres granted to James M. Bell; thence north 50
degrees east with said Bell's southeast line E 446 varas to stake; thence south
40 degrees east 671 varas to Alexander's NE line; thence south 50 degrees west
446 varas to Carroll Picken's east corner; thence north 40 degrees west 676
varas to place of beginning, Guadalupe County, Texas.
STATE OF TEXAS
COUNTY OF LEON
The E. B. Andrews, Jr. 80 Acres oil Unit #2, William Johnson Survey, Abstract
No. 11, Leon County, Texas more fully described in Oil Unit Pooling Agreement
and Designation executed by Texas Petroleum Expl. Co., et al, a counterpart of
which dated February 23, 1967, was filed for record January 25, 1968 and
recorded in Vol 348, Page 401 deed records of Leon County, Texas.
9
644.74 acre unit as described in Exhibit "A" of that certain Declaration of
Pooling dated effective as of the 25th date of April, l975, recorded in Volume
404, page 698, of the Deed Records of Leon County, Texas.
STATE OF TEXAS
COUNTY OF PECOS
The Northwest Quarter (NW/4) of Section 106, Block 10, H&GN Ry. Co., Survey,
limited to production below a depth of 2,000 feet below the surface, Pecos
County, Texas.
STATE OF TEXAS
COUNTY OF RAINS
652.977 acres of land, being part of the Isaac Kneeland Survey, Abstract
no. 131, and the E. N. Stringer Survey, Abstract No. 224, all in Rains County,
Texas, being more fully described in the Unit Declaration for the McMoRan
Exploration Co., et al, Feeney-Hill Gas Unit No. 1, a counterpart of which is
recorded in Volume 232, Page 131 of the Deed Records of Rains County, Texas,
which such Unit Declaration has been amended by First Amendment, a counterpart
of which is recorded in Volume 236 Page 710 of said Deed Records, and Second
Amendment, a counterpart of which is recorded in Volume 248, Page 746 of said
Deed Recorded, and including 1l tracts (there being 6 tracts within Unit Tract
11).
Prairie Producing Company, et al C. L. Huddleston, et al Gas Unit No.1
comprising 416.91 acres being more particularly described in Unit Designation
under File Number 3037 in Volume 228, Page 269 of the Rains County Records to
which further reference is made for all purposes.
STATE OF TEXAS
COUNTY OF SCURRY
E/2 of Sec. 394, Blk. 97, H&TC RR Co. Survey, Scurry County, Texas
STATE OF TEXAS
COUNTY OF SMITH
Declaration of Pooled Unit dated June 18, 1982, recorded in Vol. 1997, Page 296
and Vol. 2012, Page 90, Deed Records of Smith County, Texas and the Amendment to
the Declaration of Pooled Unit dated February 3, 1983, recorded Vol. 2078, page
81, Survey A-13, Jose A. Caro Survey, A4; James Jordan Survey, A-12 and M.G.
Henriquez Survey A-11.
10
STATE OF TEXAS
COUNTY OF WARD
Southwest half (except the Northwest quarter of Southwest half) of Section 28,
Block B-29, PSL, said land also being described as the Southeast 240 acres of
the Southwest half of said Section 28; and Southeast 120 acres of the Southwest
half of Section 28, Block B-29, PSL, Ward County, Texas.
STATE OF TEXAS
COUNTY OF WOOD
Tract No.1 - A 26.5 acre tract of land out of the W. W. Grice tract of land
situated in the Hazard Anderson Survey No.10, Wood County, Texas, and described
as follows: Beginning at the Southeast corner of said 26.5 acre tract; then S
89 deg 48' W. 474.02 varas to the Southwest corner of said 26.5 .acre tract;
thence N 0 deg. 37' W. 315.48 varas to the Northeast corner of said 26.5 acre
tract, being also the Southwest corner of the W. W. Grice 29.19 acre tract;
thence N 89 deg. 48' E 474.39 varas along the common boundary line between said
26.5 acre tract and the W. W. Grice 39.19 acre tract to the Northeast corner of
said 26.5 acre tract; being also the Southeast corner of said 26.5 acre tract;
being also the Southeast corner of W. W. Grice 39.19 acre tract; thence S 0 deg.
33' E 13.19 varas to a point on the east line of the 26.5 acre tract; being also
the Northwest corner of the W. W. Grice 34.82 acre tract; thence continuing
along the east line of the 26.5 acre tract S - deg. 33' E 302.29 varas to the
point of beginning.
Tract No.2 - The West 13.5 acres of a 34.82 acre tract out of the W. W. Grice
tract of land situated in the Hazard Anderson Survey, Abstract No.10, Wood
County, Texas, said 34.82 acre tract being described as follows: beginning at
the Southeast corner of the W. W. Grice 26.5 acre tract; thence S 0 deg. 33' E
99.42 varas to the Southwest corner of said 34.82 acre tract; thence N 89 deg.
45' E 475 varas to the Southeast corner of said 34.82 acre tract; thence N 0
deg. 33' W 412.83 varas to the Northeast corner of said 34.82 acre tract; thence
W. 475 varas to a point in the East line of the W. W. Grice 26.5 acre tract
being 13.19 varas S 0 deg. 33' from the northeast corner of said W. W. Grice
26.5 acre tract; thence S 0 deg. 33' E along the east line of the W. W. Grice
26.5 acre tract to the point of beginning.
Second Subclarksville Formation Unit as described in that certain instrument
recorded in Vol 561 at Page 471 of the records of Wood County, Texas.
Woodbine A Formation Unit as described in that certain instrument recorded in
Book 461, Page 457 of the records of Wood County, Texas.
A 34.82 acre tract out of the W. W. Grice Tract of land, situated in the Hazard
Anderson Survey, Wood County, Texas, said 34.82 acre tract being described as
follows: Beginning at the Southeast corner of the W. W. Grice 26.5 acre tract;
thence S 0 deg. 33' E 99.42 varas to the Southwest corner of said 34.82 acre
tract; thence N 89-45' E 475 vrs. to the Southeast corner of said 34.82 acre
tract; thence N 0 deg. 33' W 412.83 vrs. to the Northeast corner of said 34.82
acre tract; thence W 475 vrs. to a point in the East line of
11
W. W. Grice 26.5 acre tract being 13.19 vrs. S 0 deg. 33' E from the Northeast
corner of said W. W. Grice 26.5 acre tract; thence S 0 deg. 33' E along the East
line of the W. w. Grice 26.5 acre tract to the point of beginning.
The South 20 acres of the 26.5 acre tract out of the W. W. Grice Tract of land
situated in the Hazard Anderson Survey, Wood County, Texas; said W. W. Grice
tract of land being fully described in Oil, Gas and Mineral Lease from Ruby
Grice, et al, to Amerada Petroleum Corporation and filed for record November 1,
l944, in Volume 268, Page 110, Deed Records of Wood County, Texas; said 26.5
acre tract being more particularly described as follows:
Beginning at the Southeast corner of said 26.5 acre tract; thence South 89 deg.
48' West 474.03 varas to the Southwest corner of said 26.5 acre tract thence
North 0 deg. 37' West 315.48 varas to the Northwest corner of said 26.5 acre
tract; being also the Southwest corner of the W. W. Grice 39.19 acre tract;
thence North 89 deg. 48' East 474.39 varas along the common boundary line
between said 26.5 acre tract to the W. W. Grice 39.19 acre tract; thence South 0
deg. 33' East 13.19 varas to a point on the East line of the 26.5 acre tract
being also the Northwest corner of the W. W. Grice 34.82 acre tract; thence
continuing along the East line of the 26.5 acre tract South 0 deg. 33' East
302.29 varas to the point of beginning; said 26.5 acre tract having been
conveyed by deed from Anderson Gunter to W. W. Grice, recorded in Volume 31,
Page 6 of the Deed Records of Wood County, Texas.
Goldston Oil Corp. - W. W. Grice 76.5 acre lease described as follows: a part
of the Hazard Anderson Survey, Abst No.10, Wood Co., TX, and beginning at the NW
corner of the 640 acre tract conveyed by Rueben Herndon to G N. Price; Thence E
950 vrs. Cor. on the NBL of said 640 ac Tr from which a red elm brs. N 3 vrs;
thence S 445 Vrs. cor. from which a B.O. brs. S42 E Vrs., A B.O. brs. N 3 Vrs.;
thence West 950 Vrs. for corner of the WBL of said 640 acre tract from which a
P.O. brs. South 16 East 4 Vrs.; a P.O. brs. South 60 West 3 Vrs; thence North
455 Vrs. to the place of beginning, containing 6\67.5 acres of land, more or
less.
Also, 100 acres of land out of the R. E. Neill Survey about five miles North of
the town of Quitman, and described by metes and bounds as follows: Beginning at
a point 790 vrs East and 744 vrs North of the SW corner of said survey; thence
North 744 varas; thence East 679 varas; thence South 744 varas; thence West 769
varas to the beginning; and being the same land conveyed to W. W. Grice by A.L.
McGee, et ux, by deed dated the 22nd day of November 1913, and shown of record
in Volume 33, Page 263, Deed Records of Wood County, Texas.
STATE OF TEXAS
COUNTY OF GREGG
5 acres, more or less, a part of the Isaac Skillern Survey, described in that
certain Assignment of Oil, Gas & Mineral lease dated December 14,1955, by and
between C. B. Roberts, as Assignor, and J. K. Maxwell, as Assignee, filed for
record on December 26, 1955, under clerks File #11632 in Volume 470, page
580-582, of the Deed Records.
212.49 acres in the Dolorez Sanchez Survey A-186, being the same land
described in Exhibit 'A2' to the Unit Designation dated November 19, 1993,
Recorded Volume 2592 Page 227, Gregg County, Texas.
12
Beginning at the Southwest corner of the F. K. Lathrop 92.5 acre tract in the
William Robinson Survey; Thence North 68 deg. 321 East 392.58 feet along the
South boundary line of said F. K. Lathrop's 92.5 acre tract to a stake; Thence
South 509 feet to a stake; Thence West 365.34 feet to a stake in the East
boundary line of the said Thad Snoddy 120 acre tract 365.34 feet to the place of
beginning and containing 3.675 acres, and being a part of the Henry and Fannie
Smith .73-1/2 acre tract
Reference:
13
EXHIBIT B-3 *+
LATEX RESOURCES, INC. MISCELLANEOUS INTERESTS
WELL NAME CO. COUNTY ST WI(BPO) NRI(BPO) WI(APO 1) NRI(APO 1) FIELD NAME
====================================================================================================================================
DAVIES, M.W. #1 L CLARKE AL 1.00000000 0.81050491 SOUTH CARLTON
DAVIES, M.W. #4 L CLARKE AL 1.00000000 0.81055531 SOUTH CARLTON
DAVIES, M.W. #5 L CLARKE AL 1.00000000 0.86499990 SOUTH CARLTON
SCOTT #11-11 L CLARKE AL 1.00000000 0.82208623 SOUTH CARLTON
BARBOUR, B.W. #16-11 L CLARKEJBALDWIN AL 1.00000000 0.71251045 SOUTH CARLTON
WALL ET AL #3-3 L CLARKE/BALDWIN AL 1.00000000 SOUTH CARLTON
WALL ET AL #3-3A L CLARKEIBALDWIN AL 1.00000000 SOUTH CARLTON
WALL ET AL 3-15 L CLARKE/BALDWIN AL 1.00000000 SOUTH CARLTON
BARBOUR, B.W. ET AL #16-7 L CLARK/BALDWIN AL 1.00000000 0.76041670 SOUTH CARLTON
DAVIES, M.W. #15-13 #1 L CLARKE/BALDWIN AL 1.00000000 0.76041670 SOUTH CARLTON
WALL ET AL #3-11 L CLARKEIBAIDWIN AL 1.00000000 0.71495054 SOUTH CARITON
WALL ET AL #3-13 L CLARKE/BALDWIN AL 1.00000000 0.71495054 SOUTH CARLTON
ATIC 17-5 2 G ESCAMBIA AL 0.20000000 0.12743200 ROBINSON CREEK
ATIC 18-13 1 G ESCAMBIA AL 0.10000000 0.06324750 HUXFORD E
A M C 14-15 1 G FAYETTE AL 0.35813000 0.30461000 MCCRACKEN MOUNTAIN
AIRHART-WATKINS 6-16 G FAYETTE AL 0.03500000 0.02459625 FAYETTE, SW
ATKINSON 17-1 G FAYETTE AL 0.00820000 0.00672539 BLUFF FIELD
BACCUS 13-16 G FAYETTE AL 0.02187000 0.01914000 HEARTLINE
BAGWELL 24-4 G FAYETTE AL 0.00000000 0.00497797 0.02187500 0.01826560 CAINS RIDGE
BAINES M E 1 G FAYETTE AL 0.46218000 0.40053000 MCCRACKEN MOUNTAIN
BARNES EST./CUTTER SOUTH
MISS UNIT G FAYETTE AL 0.00387798 CUTTER WATERFLOOD
BARNES ESTATE 1 G FAYETTE AL 0.35010000 0.29198000 BLOOMING GROVE
BERRY 8-10 1 G FAYETTE AL 0.09922000 0.08072000 BLOOMING GROVE
BOZEMAN 27-15 G FAYETTE AL 0.22608000 0.19214000 0.15825620 0.13425030 MCCRACKEN MOUNTAIN
BROWN NELL 7-3 1 G FAYETTE AL 0.04375000 0.03716000 BLOOMING GROVE
BUTTS J T 1 G FAYETTE AL 0.18750000 0.16092000 BLOOMING GROVE
CHADLEY 27-9 G FAYETTE AL 0.73403000 0.48184000 DAVIS CHAPEL NE
DUDLEY 22-16 G FAYETTE AL 0.00137000 0.00108115 BLUFF FIELD
FOWLER 11-4 1 G FAYETTE AL 0.05195000 0.04546000 DAVIS CHAPEL
FOWLER 14-1 G FAYETTE AL 0.08203000 0.06725589 DAVIS CHAPEL
FOWLER 2-12-1 G FAYETTE AL 0.02584000 0.02261000 DAVIS CHAPEL
FOWLER 22-14 1 G FAYETTE AL 0.09712000 0.07494000 MUSGROVE CREEK
Page 1
WELL NAME CO. COUNTY ST WI(BPO) NRI(BPO) WI(APO 1) NRI(APO 1) FIELD NAME
====================================================================================================================================
FOWLER 23-15 1 G FAYETTE AL 0.13125000 0.09100581 MUSGROVE CREEK
FOWLER 26-3 G FAYETTE AL 0.15313000 0.11581677 DAVIS CHAPEL NE
FOWLER 26-4 1 G FAYETTE AL 0.15313000 0.11581677 DAVIS CHAPEL NE
FOWLER 6-16 BP G FAYETTE AL 0.03500000 0.03063000 BLUFF FIELD
FOWLER 9-6 1 G FAYETTE AL 0.02297000 0.01400000 DAVIS CHAPEL
FOWLER J S 6-16 1 G FAYETTE AL 0.03500000 0.02869531 BLUFF FIELD
FOWLER-MORGAN 8-4 1 G FAYETTE AL 0.04375000 0.03621427 BLUFF FIELD
FULLERTON 25-13 1 G FAYETTE AL 0.02447000 0.02139000 MUSGROVE CREEK
GRACE ANDERS 13-15C G FAYETTE AL 0.05345000 0.04283000 MCCRACKEN MOUNTAIN
GRACE ANDERS 13-15L G FAYETTE AL 0.12817190 0.10023350 MCCRACKEN MOUNTAIN
GRAVLEE 13-12 G FAYETTE AL 0.62962000 0.46108134 MCCRACKEN MOUNTAIN
GRIMSLEY A M 1 G FAYETTE AL 0.35010000 0.28512000 BLOOMING GROVE
GRIMSLEY A M 2 G FAYETTE AL 0.25000000 0.20669000 BLOOMING GROVE
HARKINS-STANLEY 1 G FAYETTE AL 0.10245000 0.07581000 FAYETTE, W
HIGGINS JIMMY 1 G FAYETTE AL 0.25125000 0.17207760 BLOOMING GROVE
HODO HG 30-12 1 G FAYETTE AL 0.04594000 0.03185238 FAYETTE, N.
HUBBERT 18-13 1 G FAYETTE AL 0.02461000 0.01614130 HUBBERTVILLE
JOHNSON 30-11 G FAYETTE AL 0.10599000 0.08576751 MCCRACKEN MOUNTAIN
JONES JIMMY RAY 7-7 1 G FAYETTE AL 0.05469000 0.03791914 BLUFF FIELD
KILLINGSWORTH 7-9 G FAYETTE AL 0.16406000 0.12141000 MUSGROVE CREEK
KILLINGSWORTH 8-13 G FAYETTE AL 0.13737000 0.10248000 MUSGROVE CREEK
LOFTIS EST 23-8 1C G FAYETTE AL 0.13875000 0.11353819 MCCRACKEN MOUNTAIN
LOFTIS EST 23-8 1L G FAYETTE AL 0.13875000 0.11353819 MCCRACKEN MOUNTAIN
McCALEB 26-9 G FAYETTE AL 0.31594000 0.26679000 BETHEL CHURCH
MCEVERS 19-9 G FAYETTE AL 0.13521000 0.10672330 MCCRACKEN MOUNTAIN
MORRIS FRED 18-5 1 G FAYETTE AL 0.06152000 0.05030096 HUBBERTVILLE
NOLAN 6-2 1 G FAYETTE AL 0.12500000 0.10248406 DAVIS CHAPEL NE
NOLEN,CHARLES 35-2 G FAYETTE AL 0.05250000 0.04058397 MCCRACKEN MNTN W.
NORRIS ELVIE 29-8 1 G FAYETTE AL 0.17500000 0.14613000 FAYETTE, W
NORRIS N G 21-13 1 G FAYETTE AL 0.67977000 0.50480000 FAYETTE, W
RANDOLPH 25-13 1 G FAYETTE AL 0.01669060 0.01368423 BETHEL CHURCH
SIZEMORE FOWLER(JS) 6-16 2 G FAYETTE AL 0.03500000 0.03063000 BLUFF FIELD
SMITH L R 1 G FAYETTE AL 0.16844000 0.12909300 BLOOMING GROVE
SPARKS 14-3 1 G FAYETTE AL 0.03125000 0.02452657 MCCRACKEN MOUNTAIN
STEINER SCHWAB 17-13 G FAYETTE AL 0.10042970 0.08179079 BOXES CREEK
STEINER SCHWAB 17-5 G FAYETTE AL 0.26017220 0.22519803 BOXES CREEK
Page 2
WELL NAME CO. COUNTY ST WI(BPO) NRI(BPO) WI(APO 1) NRI(APO 1) FIELD NAME
====================================================================================================================================
STEINER-SCHWAB 26-5 G FAYETTE AL 0.29531000 0.22296000 MUSGROVE CREEK
WAYSIDE OIL UNIT G FAYETTE AL 0.00159000 0.00101551 WAYSIDE
WEYERHAUSER 17-2 G FAYETTE AL 0.00820000 0.00672539 BLUFF FIELD
WHITAKER 25-15 G FAYETTE AL 0.28438000 0.23710000 BETHEL CHURCH
WHITE CECIL 8-4 1 G FAYETTE AL 0.68149750 0.53592274 BLOOMING GROVE
WHITELY 1 G FAYETTE AL 0.23603000 0.19975000 BLOOMING GROVE
COBB-VICK 2-10 1 G LAMAR AL 0.10277330 0.08804250 0.09843750 0.08405470 BLOOMING GROVE
DUNCAN 22-3 G LAMAR AL 0.00000000 0.03904149 0.23330000 0.18958000 DETROIT, SE
GILMER 25-15 1 G LAMAR AL 0.46152500 0.38526778 BLOWHORN CREEK
HERRON 20-15-1 G LAMAR AL 0.16563000 0.12323673 FERNBANK
HODO 31-15 1 G LAMAR AL 0.10390000 0.07955349 MOUNT CARMEL
HOLLEY J F 32-8 1 G LAMAR AL 0.23672000 0.18021690 BEAVERTON
JUDE GILMER 35-7 G LAMAR AL 0.00686443 E WATSON CREEK
MARX-THOMAS 6-6 1 G LAMAR AL 0.05469000 0.04073736 MUD CREEK
MAYERS F 29-5 1 G LAMAR AL 0.03125000 0.02539000 MCGEE LAKE
MCDONALD 36-13 M G LAMAR AL 0.65450000 0.47564090 CORINTH
MORRISON 2-8 11M GSI LAMAR AL 0.10555000 0.08351724 CORINTH
MORRISON 35-1M G LAMAR AL 0.08695000 0.07261000 BLOWHORN CREEK
MORRISON 36-4 1C G LAMAR AL 0.65450000 0.47564094 BLOWHORN CREEK
MORRISON 36-4 1M G LAMAR AL 0.65450000 0.47564094 BLOWHORN CREEK
N BLOWHORN CREEK UNIT G LAMAR AL 0.01913000 0.01452435 BLOWHORN CREEK
NEWMAN LUMBER 16-3 G LAMAR AL 0.04314000 0.03410992 MILITARY GROVE N.
NOLEN 35-2 #1 G LAMAR AL 0.00723813 E WATSON CREEK
ROBERTSON 20-12 1 G LAMAR AL 0.11093750 0.08820000 FERNBANK
ROGERS ELLEN 25-1 1 G LAMAR AL 0.01943000 0.01387389 MCGEE LAKE
SIMPSON 16-11 #1 G LAMAR AL W. MLPORT
SISSON OLIVER 29-13 G LAMAR AL 0.04688000 0.03809000 MCGEE LAKE
SMITH 28-9 G LAMAR AL 0.35000000 0.26645906 ARMSTRONG BRANCH
STRAWBRIDGE DW 33-14 G LAMAR AL 0.23327000 0.17758871 BEAVERTON
STRAWBRIDGE RH 9-2 1 G LAMAR AL 0.03063000 0.02393000 LITTLE HELLS CREEK
SUGGS 16-10 G LAMAR AL 0.02801000 0.02086320 FERNBANK
WEYERHAEUSER 26-11 1 G LAMAR AL 0.11276040 0.08804506 BLOWHORN CREEK
HILL ANNIE ET AL 39 #3 G MOBILE AL 0.00000000 0.00635793 0.10000000 0.07836200 MOVICO
AMERICAN CAN 11-5 G PICKENS AL 1.00000000 0.71626820 0.89843740 0.70631070 WOOLBANK CREEK
BUSH DAVID 14-14 1 G PICKENS AL 0.17698000 0.15486000 COAL FIRE CREEK
CARPENTER SHIRLEY 1TC &1C G PICKENS AL 0.00000000 0.00000000 0.19754790 0.16050760 COAL FlRE CREEK
Page 3
WELL NAME CO. COUNTY ST WI(BPO) NRI(BPO) WI(APO 1) NRI(APO 1) FIELD NAME
====================================================================================================================================
COBB 12-9 G PICKENS AL 0.2548438O 0.19292199 0.34192870 0.27773590 COAL FIRE CREEK
HAMMOND 13-13 1 G PICKENS AL 0.00000000 0.03504658 0.22197660 0.18306220 COAL FIRE CREEK
IRWIN 7-15 1 G PICKENS AL 0.06169000 0.04673317 COAL FIRE CREEK
IRWIN 7-15 2 G PICKENS AL 0.06169000 0.04673317 COAL FIRE CREEK
NEWMAN-CROWLEY 24-5 1C G PICKENS AL 0.47640000 0.39831000 COAL FIRE CREEK
NEWMAN-CROWLEY 24-5 1L G PICKENS AL 0.48891020 0.40885480 COAL FIRE CREEK
PECO FOODS 35-11 1 G PICKENS AL 0.01291000 0.01037681 COAL FIRE CREEK
DENMON 1 G COLUMBIA AR 0.00000000 0.00470000 0.00938060 0.00821670 PLAINFIELD
TALLEY B 1 G COLUMBIA AR 0.07105000 0.05825469 PLAINFIELD
BURROUGH #1-26 L CRAWFORD AR 0.13705499 0.09910085 CECIL
BURROUGH #2-26 L CRAWFORD AR 0.13705499 0.09910085 CECIL
FINNEY 1 G LOGAN AR 0.03415000 0.02399784 FLETCHER CREEK
FOUR QUARRIES 27-2C &
2T(W/B) L LOGAN AR 0.14583333 0.11144253 DELAWARE
RAZORBACK 1 G LOGAN AR 0.00000000 0.00794000 FLETCHER CREEK
MORRIS 1-23 CMG G POPE AR 0.20313000 0.15464158 MORELAND FIELD
CAMPBELL 21-13 3 G CHEYENNE CO 0.12000000 0.09600000 HARKER RANCH
DOYLE 34-1 4 G CHEYENNE CO 0.12000000 0.09600000 HARKER RANCH
DURR D D 1 21-12 G CHEYENNE CO 0.22500000 0.17531000 HARKER RANCH
DURR D D 2 32-12 G CHEYENNE CO 0.12000000 0.08760950 ARAPAHOE, N.
DURR D D 3 12-12 G CHEYENNE CO 0.18000000 0.13387388 HARKER RANCH
MITCHELL 34-35 2 GSI CHEYENNE CO 0.20000000 0.14992000 ARAPAHOE
STEELE 44-3C 1 G CHEYENNE CO 0.05625000 0.04387500 HARKER RANCH
ELITS BRADLEY #1-14 L ROUTT CO 0.12500000 0.10606250 BEAR RIVER
WALKER 1-33 L CLARK KS 0.25000000 0.19153627 MCKINNEY
BRASS #1-36 L COMANCHE KS 1.00000000 0.74256935 CALVERY
LARRABEE #1-23 L MEADE KS 0.28711000 0.22866824 HORACE SOUTH
BREEDING UNIT #1-34 L MORTON KS KINSLER
DOTTER GAS UNIT L STANTON KS 0.14110500 0.11068777 PANOMA
GLENN #1-33 L STANTON KS 0.19140600 0.14497217 BEAUCHAMP
LUCAS #1-21 L STANTON KS 0.19140600 0.14123635 BEACHUMANT
LYNCH 1-20 L STANTON KS 0.19140625
MARTIN 16-1 L STANTON KS 0.58437600 0.45385500 MARTIN
NELLIE #1-16 L STANTON KS 0.38281200 0.28247256 BEAUCHAMP
SULLIVAN UNIT #1-24 L STANTON KS 0.00000760
BARNES ESTATE #26-1 L STEVENS KS 0.09000000 0.06746400 CUTTER SOUTH
COWSKIN CREEK C UNIT L SUMNER KS X BELLMAN
Page 4
WELL NAME CO. COUNTY ST WI(BPO) NRI(BPO) WI(APO 1) NRI(APO 1) FIELD NAME
====================================================================================================================================
COWSKIN CREEK D UNIT L SUMNER KS X 0.00071859 BELLMAN N
WYATT UNIT #1-4 L SUMNER KS 0.00081250 MCKINNEY
COMEAUX, D NOD A RF SUA G ACADIA LA 0.09000000 0.06750000 RAYNE
DAIGLE #1 E. C. L ACADIA LA 0.02211840 0.03164400 ELLIS
WILBERT #1 L ACADIA LA 0.00499130 0.10248438 N. TEPETATE
COMEAUX, DELMAE G ACADIA LA 0.02016550 0.01284871 RAYNE
CHEVRON FEE HET 3 RA SUO G ASCENSION LA 0.31432000 0.25146000 DARROW
LM. MANY 2 G ASCENSION LA 0.00595386 DARROW
LEOLA M. MANY HET 3 RA SUB G ASCENSION LA 0.68126000 0.45547340 DARROW
SORRENTO DOME #1 L ASCENSION LA 1.00000000 0.82376149 SORRENTO DOME
IRENE F/W UNIT G BATON ROUGE E. LA 0.14956970 0.11152500 IRENE
SINCLAIR #1-1800 TUSC RB
SUB G BATON ROUGE E. LA 0.01078000 0.00823623 COMITE
U TUSC RA SU (IRENE FWU) G BATON ROUGE E. LA 0.00708570 0.00518470 IRENE
WILBERT C-1 L BATON ROUGE W LA 0.03552500 0.02773928 GROSS-ISLE
DOORNBOS #1 L BEAUREGARD LA 0.22500000 0.15601050 SINGER N
EDWARDS UNIT #1 L BOSSIER LA 0.00716320 0.00611842 SLIGO
HARDMANN WELL #1 L BOSSIER LA 0.00746000 0.00611842 SLIGO
STINSON L BOSSIER LA 0.00716320 0.00611842 SLIGO
EDGAR A-1 L CADDO LA 0.00118750
BOISE SOUTHERN #1 L CAL/BEAUREGARD LA 0.76923080 0.17307700 0.18750000 0.14062500 COWARD'S GULLY
BOISE SOUTHERN #3 L CAL/BEAUREGARD LA 0.79310340 0.13013700 COWARDS GULLY
LONGENBAUGH #3 & 3D L CAL/JEFDAVIS LA 0.95651200 BON AIR
WEST CAMERON BLK 252 L CAMERON LA 0.10000000 0.07417896 WEST CAMERON BLOCK
WEST CAMERON BLK 253 L CAMERON LA 0.10000000 0.07417896 WEST CAMERON BLOCK
BYMF L SMK A RA SU G CLAIBORNE LA 0.15375000 0.12337000 BAYOU MIDDLE IRRIK
CLARK, THATCHER #3 L CLAIBORNE LA 0.04667574 0.18565500 LISBON
FULLER #1 L CLAIBORNE LA 0.03967065 0.02308706 LISBON
FULMER #1 L CLAIBORNE LA 0.20143600 0.17987409 SUGAR CREEK FIELD
GLEASON Al PET RA SUL G CLAIBORNE LA 0.02947500 0.02362230 0.03006000 0.02411160 PANTHER
HUNT ESTATE 2 SMK RC SUC G CLAIBORNE LA 0.00168000 0.00126000 HAYNESVILLE
LEDBETTER #1 L CLAIBORNE LA 0.10641900 0.12003993 SUGAR CREEK
LINDSEY 1 G CLAIBORNE LA 0.09375000 0.07007399 LISBON
LINDSEY 1-D G CLAIBORNE LA 0.09375000 0.07007399 LISBON
MCADAMS B 1-HAY RA SUW G CLAIBORNE LA 0.18046000 0.14795827 LISBON
MEADOWS l MSK A RB SUC G CLAIBORNE LA 0.25000000 0.20496875 LISBON
PATTERSON, WF #1 L CLAIBORNE LA 0.01481982 0.00993513 LISBON
Page 5
WELL NAME CO. COUNTY ST WI(BPO) NRI(BPO) WI(APO 1) NRI(APO 1) FIELD NAME
====================================================================================================================================
RAINWATER #1 L CLAIBORNE LA 0.37607200 0.25958028 OAKS
SALE (BUC) #l, #2, & #3 G CLAIBORNE LA 0.30000000 0.24596250 HAYNESVILLE E
SALE-CROCKER #1, #2, #4 G CLAIBORNE LA 0.30000000 0.24596250 HAYNESVILLE E
T.S. SALE #1 L CLAIBORNE LA 0.12500000 0.08784375 EAST HAYNESVILLE
TEAGUE #1 L CLAIBORNE LA 0.47648790 0.32940840 OAKS
THATCHER #1 L CLAIBORNE LA 0.25649700 0.21635300 LISBON
PEABODY #10 G CONCORDIA LA 0.13046600 0.09168264 BLACK HAWK
PEABODY #4 G CONCORDIA LA 0.13046600 0.09168264
PEABODY #4 (S1 4/92) G CONCORDIA LA 0.13046600 0.09168264
PEABODY #5 G CONCORDIA LA 0.13046600 0.09168264
PEABODY #6 G CONCORDIA LA 0.13046600 0.09168264
PEABODY #6 G CONCORDIA LA 0.13046600 0.09168264
PEABODY #7 G CONCORDIA LA 0.13046600 0.09168264
PEABODY #7 (S1-4/91) G CONCORDIA LA 0.13046600 0.09168264
PEABODY LBM G CONCORDIA LA 0.00000000 0.03306400
GAMBLE A-2D L DESOTO LA 0.30750000 0.25210945 BETHANY LONGSTREET
LOWER WILCOX RA SAND UNIT L EVANGELINE LA 0.00006432
MIDDLE WILCOX RA SAND UNIT L EVANGELINE LA X 0.00004683
UPPER WILCOX RA SAND UNIT L EVANGELINE LA 0.00008902
GAY UNION CORP #11 L IBERVILLE LA 1.00000000 0.80035010 BAYOU CHOCTAW
GAY UNION CORP #11-D L IBERVILLE LA 1.00000000 0.80035010 BAYOU CHOCTAW
GAY UNION CORP #13 L IBERVILLE LA 1.00000000 0.80035010 BAYOU CHOCTAW
GAY UNION CORP #16 L IBERVILLE LA 1.00000000 0.80035010 BAYOU CHOCTAW
GAY UNION CORP #17 L IBERVILLE LA 1.OOOOOOOO 0.80035010 BAYOU CHOCTAW
GAY UNlON CORP #18 L IBERVILLE LA BAYOU CHOCTAW
GAY UNION CORP #20 L IBERVILLE LA 1.00000000 BAYOU CHOCTAW
GAY UNION CORP #23 L IBERVILLE LA 1.00000000 BAYOU CHOCTAW
GAY UNION CORP #25 L IBERVILLE LA 1.00000000 0.80035010 BAYOU CHOCTAW
GAY UNION CORP #26 L IBERVILLE LA 0.50000000 0.41059421 BAYOU CHOCTAW
GAY UNION CORP #29 L IBERVILLE LA 0.50000000 0.41059421 BAYOU CHOCTAW
GAY UNION CORP #31 L IBERVILLE LA 1.00000000 0.80035010 BAYOU CHOCTAW
GAY UNION CORP #34 L IBERVILLE LA 1.00000000 0.80035010 BAYOU CHOCTAW
GAY UNION CORP #35 L IBERVILLE LA 1.00000000 0.80035010 BAYOU CHOCTAW
GAY UNION CORP #36 L IBERVILLE LA 1.00000000 0.80035010 BAYOU CHOCTAW
GAY UNION CORP #38 L IBERVILLE LA 0.50000000 0.41059421 BAYOU CHOCTAW
GAY UNION CORP #40 L IBERVILLE LA 1.00000000 0.80035010 BAYOU CHOCTAW
Page 6
WELL NAME CO. COUNTY ST WI (BPO) NRI (BPO) WI (APO 1) NRI (APO 1) FIELD NAME
====================================================================================================================================
GAY UNION CORP #42 L IBERVILLE LA 1.00000000 0.80035010 BAYOU CHOCTAW
GAY UNION CORP #46 L IBERVILLE LA 1.00000000 0.80035010 BAYOU CHOCTAW
GAY UNION CORP #46 L IBERVILLE LA 1.00000000 0.80035010 BAYOU CHOCTAW
GAY UNION CORP #52 L IBERVILLE LA 1.00000000 0.80035010 BAYOU CHOCTAW
GAY UNION CORP #53 L IBERVILLE LA 1.00000000 0.80035010 BAYOU CHOCTAW
GAY UNION CORP #6 L IBERVILLE LA 1.00000000 0.80035010 BAYOU CHOCTAW
SCHWING #1 L IBERVILLE LA 0.15384615 0.08315875 BAYOSORREL
WILBERTS MYRTLE GROVE #1-4 L IBERVILLE LA 0.10248438 BAYOU CHOCTAW
WILBERTS MYRTLE GROVE #21 L IBERVILLE LA 0.99739200 0.65418904 BAYOU CHOCTAW
WILBERTS MYRTLE GROVE #28 L IBERVILLE LA 0.99739200 0.32709471 BAYOU CHOCTAW
WILBERTS MYRTLE GROVE #30 L IBERVILLE LA 0.99739200 0.65418904 BAYOU CHOCTAW
WILBERTS MYRTLE GROVE #31 L IBERVILLE LA 0.99739200 0.65418904 BAYOU CHOCTAW
WILBERTS MYRTLE GROVE #33 L lBERVILLE LA 0.99739200 0.65418904 BAYOU CHOCTAW
WILBERTS MYRTLE GROVE #35 L IBERVILLE LA 0.99739200 0.65418904 BAYOU CHOCTAW
WILBERTS MYRTLE GROVE #37 L IBERVILLE LA 0.99739200 0.65418904 BAYOU CHOCTAW
WILBERTS MYRTLE GROVE #39 L IBERVILLE LA 0.99739200 0.65418904 BAYOU CHOCTAW
WILBERTS MYRTLE GROVE #44 L IBERVILLE LA 0.99739200 0.65418904 BAYOU CHOCTAW
WILBERTS MYRTLE GROVE 945 L IBERVILLE LA 0.99739200 0.65418904 BAYOU CHOCTAW
WILBERTS MYRTLE GROVE #46 L IBERVILLE LA 0.99739200 0.65418904 BAYOU CHOCTAW
MILLER, RD #3 L JEFFERSON LA 0.02385536 LAKE ARTHUR
DAVIS
THOMAS MILLER #1 L JEFFERSON LA 0.95800000 0.74892428 WOODLAWN
DAVIS
BENOIT BEGNAUD #1 L LAFAYETTE LA 0.00015440 0.00054540 OSSUN NORTH
CLOVELLY #1 L LAFOURCHE LA 0.04748630 0.03077330 CLOVELLY
LAFONT, WALLACE #1 L LAFOURCHE LA 0.15000000 0.10681440 BULLY CAMP
LAFONT, WALLACE #1-D L LAFOURCHE LA 0.15000000 0.10008538 BULLY CAMP
SL 14248 G LIVINGSTON LA 0.00000000 0.02008333
BLD D 18 (El RA SUB) L OFFSHORE LA 0.04544980 0.03564710 SOUTHPASS
GERTRUDE ROBERTS L OUACHITA LA 0.09117580 0.06860954 CADEVILLE
J Y HEAD #1 L OUACHITA LA 0.01759465 0.01227172 CADEVILLE
S O HENRY #1 L OUACHITA LA 0.21324220 0.16228000 CADEVILLE
WARNER SAWMILL L OUACHITA LA 0.00367900 0.00280469 CADEVILLE
11 RC SU L PLAQUEMINES LA 0.00889635 0.00651768 SOUTHPASS
18100 SUE MIX L PLAQUEMINES LA 0.02087870 0.01652128 SOUTHPASS
13100 SUG BIZETTE L PLAQUEMINES LA 0.01339040 0.01081551 SOUTHPASS
18100 SUH BERGERON L PLAQUEMINES LA 0.01193680 0.00868899 SOUTHPASS
18100 TUSCRA SUA HURST L PLAQUEMINES LA 0.02476940 0.00684060 SOUTHPASS
Page 7
WELL NAME CO. COUNTY ST WI (BPO) NRI (BPO) WI (APO 1) NRI (APO 1) FIELD NAME
====================================================================================================================================
18100 TUSCRA SUD BUTLER L PLAQUEMINES LA 0.02025340 0.01443851 SOUTHPASS
4 RB SU L PLAQUEMINES LA 0.02550230 0.01987760 SOUTHPASS
5 M RA SU L PLAQUEMINES LA SOUTHPASS
8 RB SU L PLAQUEMINES LA SOUTHPASS
BLD D 17 (El RA SUE) L PLAQUEMINES LA 0.05000000 0.03545118 SOUTHPASS
ST TIM UNIT 2-2 (X-1 RA
SU) L PLAQUEMINES LA 0.03306746 0.02545937
STATE LEASE 3942 #2 L PLAQUEMINES LA
VU 16 L PLAQUEMINES LA 0.01648700
VU 5 L PLAQUEMINES LA 0.02000000 0.01500000
VU 93 A L PLAQUEMINES LA 0.05000000
VU 95 L PLAQUEMINES LA 0.02500000
VU 96 L PLAQUEMINES LA 0.02500000 0.01756875
VU B L PLAQUEMINES LA 0.04000000 0.01553460
X 11 RA SU L PLAQUEMINES LA 0.00379115 0.00103680 SOUTHPASS
X 11 RB SU L PLAQUEMINES LA 0.00261375 0.00193750 SOUTHPASS
X 9A RA SU L PLAQUEMINES LA 0.00379195 SOUTHPASS
BERGERON #5 L POINTE COUPEE LA 0.01193700 0.00868919 MOORE SAMS
BIZETTE #1 L POINTE COUPEE LA 0.01796900 0.01236644 MOORE-SAMS
BIZETTE #2 L POINTE COUPEE LA 0.01339040 0.01113480 MOORE SAMS
BUTLER #1 L POINTE COUPEE LA 0.02025300 0.01443849 MOORE SAMS
CURET #1 L POINTE COUPEE LA 0.00219300 0.00153668 MOORE SAMS
DEVILLE #1 L POINTE COUPEE LA 0.00214900 0.00159000 MOORE SAMS
HURST #1 L POINTE COUPEE LA 0.02476900 0.01706033 MOORESAMS
MIX #1 L POINTE COUPEE LA 0.02087500 0.01503035 MOORE SAMS
CHRISTIAN #1 L RICHLAND LA 0.20000000 0.20000000 BIG CREEK
CLIFTON GARCIA #1 L SABINE LA 0.50000000 0.40000000 ZWOLLE
10,000 RW SUB L ST CHARLES LA 0.00019050 PARADISE
E 0 DANIEL #1 L ST CHARLES LA 0.03335940 PARADISE
JOSEPH DAMICO UNIT L ST CHARLES LA 0.00191830 PARADISE
KOCH IND. #1 ROB g RB SUB G ST CHARLES LA 0.01474700 0.00918891 LUCY
L 9000' RE SUA L ST CHARLES LA 0.01102700 PARADISE
L 9000' RF SUA DANNELL #1 L ST CHARLES LA 0.03978070 PARADISE
PARADISE GAS UNIT #1 L ST CHARLES LA 0.00325660 PARADISE
PARADISE NA GAS UNIT L ST CHARLES LA 0.00024200 PARADISE
STEWART BUSH 10000RASUA L ST CHARLES LA 0.00608060 PARADISE
JOC OIL FEE #2 L ST JAMES LA 0.17818800 0.12993126 HESTER
Page 8
WELL NAME CO. COUNTY ST WI (BPO) NRI (BPO) WI (APO 1) NRI (APO 1) FIELD NAME
====================================================================================================================================
LOUQUE #1 L ST JAMES LA 0.27488460 0.17316994 HESTER
CL&F l (TB)-PDP G TERREBONNE LA 0.03150000 0.02213663 TURTLE BAYOU
CL&F 10 ST G TERREBONNE LA 0.04500000 0.03001163 0.03150000 0.02362500 TURTLE BAYOU
CL&F 5 (TB)-PDP G TERREBONNE LA 0.04500000 0.02951550 TURTLE BAYOU
CL&F 7 (TB)-PDP G TERREBONNE LA 0.02520000 0.02243430 TURTLE BAYOU
CL&F D17-PDP G TERREBONNE LA 0.02500000 0.01639750 TURTLE BAYOU
W.Z. (OSCAR) COCKE L TERREBONNE LA 0.00307450 0.00157699
l STANSBURY #2 MITCH RF
SUA G VERMILION LA 0.02842000 0.02329232 GROOSE ISLE
BROWN, E.W. UNIT #1 L VERMILION LA 0.01339260 0.00969130
BROWN GODCHAUX #2 L VERMILLION LA 0.000326l0 0.00023290 LIVEOAK
WILBERT C-1 L W BATON ROUGE LA 0.03562500 0.0277392 GROOSE TETE
FULLER l HOSS A SUY G WEBSTER LA 0.04296870 0.02216042 SIBLEY
SMK A RB SUA CH STATEN l G WEBSTER LA 0.00000000 0.00209930 SHONGALOO N
BEDROCK
E l RA SUB L LA 0.04549800 0.03220600 LITTLE LAKE
E l RA SUC L LA 0.03965090 0.02803321 LITTLE LAKE
E l RA SUD L LA 0.03585659 LITTLE LAKE
E l RA SUE L LA 0.05000000 0.03543031 LITTLE LAKE
LIVE OAK L LA 0.01399152 X LITTLE LAKE
SUL AMOCO #156870 L LA 0.00153668 LITTLE LAKE
TAMBOUR CORP. ET AL C #2-D L LA 0.01500000 LITTLE LAKE
STATE WEXFORD #1-17A L WEXFORD MI WEXFORD
STATE WEXFORD 6 #1 L WEXFORD MI 0.13186800 0.10811560 WEXFORD
STATE WEXFORD l6 #2 L WEXFORD MI 0.14790120 0.10839781 WEXFORD
STATE WEXFORD A18 #1 L WEXFORD MI 0.14790120 0.10811660 WEXFORD
WELLS, H 18 #1 L WEXFORD MI 0.02472500 0.02163400 WEXFORD
LEES-RATCLIFF UNIT WILCOX
5800 G ADAMS MS 0.00000000 0.00196071 CRANFIELD
LEES-RATCLIFFE UNIT WILCOX
4400 G ADAMS MS 0.00000000 0.00226300 CRANFIELD
ANDERSON 7-2 G CHICKASAW MS 0.OOOOOOO 0.01464031 0.04375000 BALLS BRANCH
ASHBY 22-1 GSI CHICKASAW MS 0.03227000 0.02796000 BACON
STEVENS-BIGLER 32-13 G CHICKASAW MS 0.19084000 0.16300000 BALLS BRANCH
E. SMACKOVER L CLARKE MS 0.01686103 0.01291416 LAKE COMO
KIRKLAND #1 PUD G CLARKE MS 0.00000000 0.00019680 PEACHTREE CREEK
MASON, BOBBYE L CLARKE MS 0.05500520 0.37885930 NANCY
MATT-EDDINS #29-16 L CLARKE MS 0.02500000 0.01903283
PARKER, OTHO #1 L CLARKE MS 0.12500000 0.08557250 NANCY
RUDDER 29-4 PDNP G CLARKE MS 0.00000000 0.00019680 PEACHTREE CREEK
Page 9
WELL NAME CO. COUNTY ST WI(BPO) NRI(BPO) WI(APO 1) NRI(APO 1) FIELD NAME
====================================================================================================================================
STATE LEASE #1-PUD G CLARKE MS 0.00000000 0.00019680 PEACHTREE CREEK
TEMPLE 29-3 #1 PDNP/HEARN G CLARKE MS 0.00000000 0.00019680 PEACHTREE CREEK
TEMPLE 29-3 #1 PDNP/HEARN G CLARKE MS 0.00000000 0.00019680 PEACHTREE CREEK
BOYTE G FRANKLIN MS 0.00000000 0.03818650 ROXIE
BOLTON UNIT #3 L HINDS MS 0.00662817 BOLTON
GADDIS FARMS #13-1 L HINDS MS 0.21002630 0.15625555 BOLTON
GADDIS MCLAURIN VII L HINDS MS 0.20000000 0.14992000 BAKERS CREEK
GADDIS MCLAURIN VIII L HINDS MS 0.20000000 0.14992000 BAKERS CREEK
MASHBURN, C.J. GU #1 L HINDS MS 0.99085350 0.81315225 BOLTON
MOORINGSPORT UNIT L HINDS MS 0.21000000 0.16675000
BUCKLEY HEIRS, LL G JASPER MS 0.09750000 0.06851813 BAY SPRINGS
BUFKIN #15-6 (REDRILL) L JASPER MS 0.00005500 x MCNEIL
HALL INDUSTRIES G JASPER MS 0.10500000 0.07027500 BAY SPRINGS
HELMS J R 2 GSI JASPER MS 0.00195000 0.00156000 SHARON
MCNEAL FIELD UNIT L JASPER MS 0.00417869 0.00578250 MCNEAL
A F STEELE 31-6 G JEFFERSON DAVIS MS 0.00282890 0.00265068 GRANGE
DONALDSON 25-16 G JEFFERSON DAVIS MS 0.00548370 0.00479820 GRANGE
REESE 1-A L JEFFERSDN DAVIS MS 0.08127140 0.04775661 BASS FIELD
ROBERTSON ESTATE G JEFFERSON DAVIS MS 0.00310259 0.00310259 GRANGE
BRYAN COTTON VALLEY #1 L JONES MS 0.10500900 0.11684062 BRYAN
BRYAN COTTON VALLEY #10 L JONES MS 0.14578000 0.12469700 BRYAN
BRYAN COTTON VALLEY #3 L JONES MS 0.23437000 0.18722500 BRYAN
BRYAN COTTON VALLEY #4 L JONES MS 0.23437000 0.17669700 BRYAN
BRYAN COTTON VALLEY #6 L JONES MS 0.13004000 0.10449143 BRYAN
BRYAN COTTON VALLEY #7 L JONES MS 0.13004000 0.10449143 BRYAN
BRYAN COTTON VALLEY #8 L JONES MS 0.05859000 0.04117675 BRYAN
GATLIN #l L JONES MS 0.08789100 0.11718800
GATLIN B-1 L JONES MS 0.08789100 0.11718800
PARAMOUNT-COCHRAN 14-5 G JONES MS 0.37273330 0.33749421 BLACKBURN
WALKER 6-7 3 G JONES MS 0.33333000 0.24666000 CAMP CREEK
DABBS 24-6 G LEE MS 0.00000000 0.06143949 NETTLETON N.
HINTON 8-16 1E G LEE MS 0.31802660 0.26062018 PALMETTO S.
TUCKER 16-41 4. G LEE MS 0.00000000 0.03001337 0.08960000 0.07840000 PALMETTO S.
TUCKER 9-13 G LEE MS 0.00000000 0.00762121 PALMETTO S.
BROOKHAVEN FIELD UNIT G LINCOLN MS 0.00069732 BROOKHAVEN
HARTMAN-LONDON ET AL G LINCOLN MS 0.02173600 0.02674373 ARLINGTON
Page 10
WELL NAME CO. COUNTY ST WI (BPO) NRI (BPO) WI (APO 1) NRI (APO 1) FIELD NAME
===================================================================================================================================
JACOB GLOSTER #1 L MARION MS 0.04572100 0.03302951 COLUMBIA
SARTOR #1 L MONROE MS 0.09375000 0.07549049 BUTTAHATCHIE RIVER
SLATON UNIT #4-16 L PIKE MS 0.00833330 0.00677080
SLATON UNIT #4-16 L PIKE MS 0.00666670 0.00507541
OLIVE FIELDWIDE UN G PIKE & AMITE MS 0.01354000 0.00949181 OLIVE
D'LO ROYALTIES #1 L RANKIN MS 0.00046820 0.00037710 THOMASVILLE
D'LO ROYALTIES #2 L RANKIN MS 0.00083700 0.00078438 THOMASVILLE
KENNEDY #1 APO L RANKIN MS 0.01538340 0.01081048 THOMASVILLE
HOUSTON G.L. #1 L SCOTT MS 0.01800000 0.01431503 OTHO
D WOMACK L SIMPSON MS 0.02354850 0.01143487 MAGEE
VYRON WOMACK #1-3 L SIMPSON MS 0.00898668 0.00596636 MAGEE
WELLS B L SIMPSON MS 0.02614820 0.02114650 MAGEE (WOMACK SAND)
WELLS UNIT L SIMPSON MS 0.00007960 MAGEE
HOUGH #5-13 L SMITH MS 0.01108800 0.00797836 MAGEE SOUTH
MARY JAMES #1 L SMITH MS 0.06203050 0.03224151 TALLAHALA
BOYD 34-10 G WALTHALL MS 0.00000000 0.00403077 N. DARBUN
GARTMAN VL #1 L WALIHALL MS 0.01959790 0.01361558 KOKOMODARBUM
STRITE G WALThALL MS 0.00000000 0.01697178 N. DARBUN
STRITE 3-4 G WALTHALL MS 0.00000000 0.04075400 N. DARBUN
STRITE 3-6 G WALTHALL MS 0.09000000 0.06750000 N. DARBUN
MORRISON, JU #1 L WAYNE MS 0.63259250 0.28009800 N. WAUSAU
SHOEMAKE 17-16 #2 L WAYNE MS 0.17611600
SHOEMAKE 17-7 #1 L WAYNE MS 0.17611600
ROSENBLATT BARNSDALE G WILKINSON MS 0.00548370 0.00479820 FORT ADAMS NORTH
ROSENBLATT MINTER G WILKINSON MS 0.00548370 0.00479820 FORT ADAMS NORTH
ROSENBLATT MINTER B G WILKINSON MS 0.00548370 0.00479820 BELMONT LAKE
ROSENBLATT MINTER B G WILKINSON MS 0.00548370 0.00479820 FORT ADAMS NORTH
ROSENBLATT PARKER G WILKINSON MS 0.00548370 0.00479820 BELMONT LAKE
ROSENBLATT WALKER G WILKINSON MS 0.00548370 0.00479820 BELMONT LAKE
ROSENBLATT WALKER G WILKINSON MS 0.00548370 0.00479820 BELMONT LAKE
ROSENBLATT WALKER G WILKINSON MS 0.00548370 0.00479820 BELMONT LAKE
BRUMFIELD A#1,4,5 & 6 L YAZOO MS 1.00000000 0.76518750 TINSLEY
PERRY SAND WATERFLOOD UNIT L YAZOO MS 0.08044845 0.06227833 TINSLEY
SC CB SU TWEEDY SO CTBK SND GSI GLACIER MT 0.00218000 0.00168880 CUT BANK
ANDERSON 1-30 G RICHLAND MT 0.06429000 0.05180443 SIOUX PASS
ANDERSON 1-32 G RICHLAND MT 0.01743000 0.01404683 FOUR MILE CREEK WEST
Page 11
WELL NAME CO. COUNTY ST WI (BPO) NRI (BPO) WI (APO 1) NRI (APO 1) FIELD NAME
====================================================================================================================================
GLATTER 1-25 G RICHLAND MT 0.09229000 0.07436482 SIOUX PASS
STATE 16-3 G RICHLAND MT 1.00000000 0.76131250 0.50000000 0.40625000 TWO WATERS
LARSEN FARMS UN #1-2 L ROOSEVELT MT 0.00080284 0.00050449 BAINVILLE II
FEDERAL UNIT #36-44 L SHERIDAN MT 0.00009570 0.00006800
ST OF MONTANA 1-16 G SHERIDAN MT 0.55632000 0.41701988 COMERTOWN S.
HAMILL UNIT 1,2,3,4 L BILLINGS ND 0.00000781 0.00000643 T R RANCH
HOLTE-BK ND 1-3 B,D,W G BURKE ND 0.18933000 0.15245385 STONEVIEW
SONFLOT HEIRS 1-30 BAKKEN
FRM. G BURKE ND 0.02892682 0.02489600 STONEVIEW
SONFLOT HEIRS 1-30 RED
RIVER FRM. G BURKE ND 0.03856107 0.03318776 STONEVIEW
HANSEN UNIT #1-11A L DUNN ND 0.04322500 0.02913506 WOLF BAY
CLEAR CREEK-MADISON NE SW G MCKENZIE ND 0.00191270 0.00112937 CLEAR CREEK
JOHNSON UNIT #1-31 L MCKENZIE ND 0.00013750 0.00009948 INDIAN HILL
WANG UNIT #1-30 L MCKENZIE ND 0.00008250 0.00005542 INDIAN HILL
SORENSON #11-13 G MCKENZIE ND 0.00000000 0.02976373 UNION CENTER
BEAVER LODGE DEVONIAN UNIT G WILLIAMS ND 0.00000000 0.01273742 BEAVER LODGE
BEAVER LODGE-MADISON UNIT G WILLIAMS NO 0.00000000 0.00434483 BEAVER LODGE
BEAVER LODGE-ORDOVICIAN
UNIT G WILLIAMS ND 0.00000000 0.01356496 BEAVER LODGE
SOUTH DALLAS l G CHAVES NM 0.50000000 0.40993750 PECOS SLOPE, S.
EXXON FEDERAL COM l L EDDY NM 0.07250000 0.05485000 WHITE CITY
INDIAN HILLS COM l G EDDY NM 0.00000000 0.16666667 0.06250000 0.04835417 CEMETARY
SHELL FEDERAL NO.1 G EDDY NM 0.00000000 0.00625000 0.00625000 0.05885420 CEMETARY
SYLVITE FEDERAL l GSI EDDY NM 0.00000000 0.00000000 0.08125000 0.06713280 BURTON FLAT, E.
GRACE FEDERAL ll G LEA NM 0.18611000 0.13732840 QUAIL RIDGE
JACKSON UNIT 2 G LEA NM 0.00000000 0.00975996 0.02500000 0.02194000 JOHNSON RANCH
JACKSON UNIT 3 G LEA NM 0.08333000 0.68000000 JOHNSON RANCH
STATE 32-3V L LEA NM 0.35000000 0.26645906 BAUM
STATE FEDERAL 6-2 L LEA NM 0.50000000 0.38443737 BAUM
STATE FEDERAL 6-3 L LEA NM 0.48750000 0.37481023 BAUM
STATE UTP #2 L LEA NM 0.15094400 0.11491488 ANDERSON RANCH
WALLEN #1 L LEA NM 0.50000000 0.33966250 DRUNKARD
CHARLOTTE 9A l L ALFALFA OK 0.00403640 0.00308649
FORSYTHE 2 L ALFALFA OK 0.37670734 0.30874700 RINGWOOD
BELL UNIT #1-26 L BEAVER OK 0.00628542 0.00235200 IVANHOE
BERGEN TRUST UNIT #1-4 L BEAVER OK GRAND VALLEY E.
CARLISLE #1-32 L BEAVER OK 0.00000346 0.00502460 0.00350340 MOCANE-LAVERNE
HEGLIN #1-5 L BEAVER OK 0.00001870 MOCANE-LAVERNE
Page 12
WELL NAME CO. COUNTY ST WI (BPO) NRI (BPO) WI (APO 1) NRI (APO 1) FIELD NAME
===================================================================================================================================
HODGES #1-4 L BEAVER OK 0.02500000 0.01984430 MOCANE-LAVERNE
POTTER 3-26 L BEAVER OK 0.48333500 0.36492100 MOCANE-LAVERNE
ROBINSON UNIT #l-26 L BEAVER OK 0.00883912 0.00754584 0.0l226240 0.OO897055 IVANHOE
SIMMONS #2-31 L BECKHAM OK 0.02789820 CARPENTER W
TAYLOR 1-25 L BECKHAM OK 0.00380858 ERICK GAS AREA
SOUTH
TAYLOR JOY U Ol L BECKHAM OK 0.00190400 CARPENTER
EBERHARDT#l L BLAINE OK 0.16666700 0.13541700 ALTONA
LAUBHAN-FRIESEN #1-32 L BLAINE OK 0.18186200 0.10877100 ELM GROVE
MEYER 18-A G BLAINE OK 0.12500000 0.10938000 CANTON, SW
MEYER 18-B G BLAINE OK 0.12500000 0.10938000 CANTON, SW
NICOLAI 1-32 G BLAINE OK 0.61594800 0.48951960 0.52905020 0.42045820 FAY, E.
OPAL #1 L BLAINE OK 0.13481100 0.08914290 ELM GROVE
OSMUS #1 L BLAINE OK 0.16666667 0.13794270 COOPER
STATE LEWIS l L BLAINE OK 0.12760400 0.10041992 ALTONA
WEBER #3 L BLAINE OK 0.16666700 0.13333300 OMEGA WEST
ACKER 1-33 G CADDO OK 0.06263000 0.04418414 BINGER, S.
COMPTON 1-33 G CADDO OK 0.04520000 0.03660000 . BINGER
JETT-STATE l G CADDO OK 0.06263000 0.04745000 BINGER,W.
MERIWEATHER UNIT #2-12 L CADDO OK 0.00239130 0.01116010 BRIDGEPORT
STOVER 1-33 G CADDO OK 0.06094000 0.05332000 BINGER, S.
BOSLER #1-2 L CANADIAN OK 0.08000000 MINCO EAST
BOSLER #2-2 L CANADIAN OK 0.05000000 MINCO
BOSLER #3-2 L CANADIAN OK 0.05000000 0.03850000 MINCO
BROWN #1-16 L CANADIAN OK 0.08330000 0.06666000 WATONGA-
CHICKASAW
BROWN #2-16 L CANADIAN OK 0.08330000 0.06666600 WATONGA
CYPERT #1-2 L CANADIAN OK 0.12500000 0.09814450 EDMOND W
HECKES 2 G CANADIAN OK 0.00000000 0.00000000 0.02082800 0.01822500 UNION CITY
HUFNAGEL#l-16 L CANADIAN OK 0.25000000 0.19164800 WATONGA
CHICKASHA
W. CALUMET
HUFNAGER,L, C. #8-1 L CANADIAN OK 0.04000000 PROSPECT
INLOW I G CANADIAN OK 0.00000000 0.00000000 0.02082800 0.01822500 UNION CITY
KROEKER #1-11 L CANADIAN OK 0.07358908 0.02250000 MINCO
KROEKER #2-11 L CANADIAN OK 0.06858910 0.02250000 MINCO
KROER,KER #3-11 L CANADIAN OK 0.07358910 MINCO
LAGALY 1-11 L CANADIAN OK 0.07358900 0.05519170 MINCO
NOVAK A 1-2 G CANADIAN OK 0.25000000 0.20313000 YUKON, NW
WEIR 1-3 G CANADIAN OK 0.02083000 0.01822000 UNION CITY
Page 13
WELL NAME CO. COUNTY ST WI (BPO) NRI (BPO) WI (APO 1) NRI (APO 1) FIELD NAME
=================================================================================================================================
CURTIS LEASE L CREEK OK 0.37500000 0.32812500 CUSHING
JACKSON BARNETT LEASE L CREEK OK 1.00000000 0.87500000 CUSHING
LINCOLN SCHOOL LEASE L CREEK OK 0.93750000 0.82031250 CUSHING
MASCHO LEASE L CREEK OK 0.93750000 0.82031250 CUSHING
BELLE, MATTIE 1-4 L CUSTER OK 0.29038500 0.22732680 CUSTER CITY NORTH
CLIFT #1-4 L CUSTER OK 0.02335900 MOOREWOOD NE
CLIFT #2-4 L CUSTER OK 0.02335900 MOOREWOOD NE
CLIFF #3-4 L CUSTER OK 0.02335900 MOOREWOOD NE
CLIFT #4-4 L CUSTER OK MOOREWOOD NE
CLIFT #4-5 L CUSTER OK MOOREWOOD NE
CLIFT #4-6 L CUSTER OK MOOREWOOD NE
DAVIS 7 FARMS #l-24 L CUSTER OK 0.00088880 CARPENTER
FANCHER #2-24 L CUSTER OK 0.00088880 0.00076999 HAMMON EAST
HOOPER #19-1 L CUSTER OK 0.04000000 KNOX
KILLHOFER #1-33 L CUSTER OK 0.01757800 MOOREWOOD NE
KILLHOFER #2-33 L CUSTER OK MOOREWOOD NE
KILLHOFER #3-33 L CUSTER OK MOOREWOOD NE
MAINON #1-23 L CUSTER OK 0.00078130 0.00075220 CLINTON EAST
MILLER 1-18 G CUSTER OK 0.18574000 0.14637000 STAFFORD
MURPHY 2-18 G CUSTER OK 0.00564000 0.00742000 0.00800510 0.00698200 CLINTON, E.
RAY #5-1 L CUSTER OK 0.01932900 MOOREWOOD NE
RAY #5-2 L CUSTER OK 0.01932900 MOOREWOOD NE
RAY #5-3 L CUSTER OK 0.01932900 MOOREWOOD NE
RAY #5-4 L CUSTER OK 0.01932900 MOOREWOOD NE
RAY #6-6 L CUSTER OK 0.01932900 MOOREWOOD NE
BOUCHER #1-32 L DEWEY OK 0.01282200 OAKWOOD NW
MILLIE 2-20 G DEWEY OK 0.25000000 0.21875000 PUTNAM
RED CLOUD 26-1 L DEWEY OK 0.25000000 0.19316406 CANTON NW
WION B1-2 L DEWEY OK 0.26973760 0.20788800 STUART RANCH
BARNES #1-22 L ELLIS OK 0.15000000 0.11494700 TOUZALIN
GIBBS 0 G UNIT l G ELLIS OK 0.15656000 0.13699000 SHATTUCK, W.
HAINES 1-7 G ELLIS OK 0.08000000 0.06000000 MOCANE-LAVERNE
WAUHOB #1-32 L ELLIS OK 0.75000000 0.59370200 GAGE
HENDRIE 3-21 L GARFIELD OK 0.40448140 0.14941400 HUNTER SOUTH
MILLER 1-30 L GARFIELD OK 0.20000000 0.20000000 SOONER TREND
GIBSON 1-30 G GARVIN OK 0.27104000 0.19244000 GOLDEN TREND
Page 14
WELL NAME CO. COUNTY ST WI (BPO) NRI (BPO) WI (APO 1) NRI (APO 1) FIELD NAME
=================================================================================================================================
KENNEDY 1-5 G GARVIN OK 0.02087000 0.01669000 GOLDEN TREND
WELLS 1-28 L GARVIN OK 6.00277507 GOLDEN TREND
DUKE #1-A L GRADY OK HARNESS
DUKE B#l-22 L GRADY OK CHITWOOD
FITZGERALD 11-1 L GRADY OK UNION CITY
HOLLAND UNIT #1-5 L GRADY OK 0.00016360 0.00011000 KNOX
HOLLAND UNIT #2-5 L GRADY OK 0.00016360 0.00011000 KNOX
HOLLAND UNIT#4-5 L GRADY OK 0.00016360 0.00011000 KNOX
JERRY 1-5 L GRADY OK 0.00016360 X
MISER UNIT #2-5 L GRADY OK 0.00116010 X MIDDLEBERG SE
GEBHARDT-ZOLLINGER #1 G HARPER OK 0.03125000 0.02734000 MOCANE-LAVERNE
GEBHARDT-ZOLLINGER #2 G HARPER OK 0.03125000 0.02734000 MOCANE-LAVERNE
GENEVIEVE UNIT #1-33 L HARPER OK 0.00001706 MOCANE-LAVERNE
STATE UNIT #1-24 L HARPER OK 0.00002500 MOCANE-LAVERNE
HUNT UNIT #1-35 L HASKELL OK 0.00800000 0.00700000 KINTA-SPIRO
SAPPINGTON UNIT #1-22 L HASKELL OK 0.00125290 0.00178555 KINTA
SNOW UNIT #1-13 L HAS KELL OK 0.00038430 0.00031790 KINTA
SNOW UNIT #2-13 L HASKELL OK 0.00038430 0.00031790 0.00008250 0.00006020 KINTA
LAMBETH #1 L JEFFERSON OK 0.20000000 0.20000000 GILMER SOUTH
MURPHY #12-24 L JEFFERSON OK 0.20000000 0.14195240 ALLEE NW
HENLEY/JULE 13-1 G KINGFISHER OK 0.00625000 0.00469000 SOONER TREND
STOUT 1-17 G LEFLORE OK 0.07910000 0.06920000 RED OAK-NORRIS
DARLING UNIT #1-11 L LOVE OK 0.00119050 0.00086260 PIKE W
LEHENBAUER #1-6 L MAJOR OK 0.62302500 0.46726877 RINGWOOD
COLPITT #1 L NOWATA OK 1.00000000 0.78250000 W. WATOVA
COLPITT #2 L NOWATA OK 1.00000000 0.78250000 W. WATOVA
GLASS #1 L NOWATA OK 1.00000000 0.78260000 W. WATOVA
GLASS #2 L NOWATA OK 1.00000000 0.78250000 W. WATOVA
GLASS #3 L NOWATA OK 1.00000000 0.78250000 w. WATOVA
GLASS #4 L NOWATA OK 1.00000000 0.78250000 W. WATOVA
GLASS #5 L NOWATA OK 1.00000000 0.78250000 W. WATOVA
GLASS #6 L NOWATA OK 1.00000000 0.78250000 W. WATOVA
GLASS #7 L NOWATA OK 1.00000000 0.78250000 W. WATOVA
GLASS #8 L NOWATA OK 1.00000000 0.78250000 W. WATOVA
GLASS #9 L NOWATA OK 1.00000000 0.78250000 W. WATOVA
HENDRICKS #1 L NOWATA OK 1.00000000 0.78250000 W WATOVA WF
Page 15
WELL NAME CO. COUNTY ST WI (BPO) NRI (BPO) WI (APO 1) NRI (APO 1) FIELD NAME
=================================================================================================================================
HENDRICKS #10 L NOWATA OK 1.00000000 0.78250000 W WATOVA WF
HENDRICKS #11 L NOWATA OK 1.00000000 0.78250000 W WATOVA WF
HENDRICKS #12 L NOWATA OK 1.00000000 0.78250000 W WATOVA WF
HENDRICKS #2 L NOWATA OK 1.00000000 0.78250000 W WATOVA WF
HENDRICKS #3 L NOWATA OK 1.00000000 0.78250000 W WATOVA WF
HENDRICKS #4 L NOWATA OK 1.00000000 0.78250000 W WATOVA WF
HENDRICKS #5 L NOWATA OK 1.00000000 0.78250000 W WATOVA WF
HENDRICKS #6 L NOWATA OK 1.00000000 0.78250000 W WATOVA WF
HENDRICKS #7 L NOWATA OK 1.00000000 0.78250000 W WATOVA WF
HENDRICKS #8 L NOWATA OK 1.00000000 0.78250000 W WATOVA WF
HENDRICKS #9 L NOWATA OK 1.00000000 0.78250000 W WATOVA WF
JORDAN #1 L NOWATA OK 1.00000000 0.78250000 WEST WATOVA
JORDAN #2 L NOWATA OK 1.00000000 0.78250000 WEST WATOVA
JORDAN #3 L NOWATA OK 1.00000000 0.78250000 WEST WATOVA
JORDAN #4 L NOWATA OK 1.00000000 0.78250000 WEST WATOVA
JORDAN #5 L NOWATA OK 1.00000000 0.78250000 WEST WATOVA
LESLIE JANE #1 L OKLAHOMA OK 0.23123500 0.18787800 ORCHARD CITY NE
POLLOCK L OKLAHOMA OK 0.36018200 0.28836740 ORCHARD CITY NE
BOYCE #34-2 L PAYNE OK 0.04921630 0.02191220 PARADISE
GRAHAM #33-1 L PAYNE OK 0.02088200 0.01917770 PARADISE
GRAHAM #33-5 L PAYNE OK 0.15274870 0.07880320 PARADISE
GRAHAM #33-6 L PAYNE OK 0.15475810 0.12909600 PARADISE
GRAHAM #33-7 L PAYNE OK 0.09717500 PARADISE
PARADISE BARTS. SU L PAYNE OK 0.05416790 0.04166420 PARADISE
PRICE 1-32 G PITTSBURG OK 0.07813000 0.06836000 FEATHERSTON
SARKEY FDN UN 3 G PITTSBURG OK 0.25000000 0.21875000 FEATHERSTON, NW
USA l G PITTSBURG OK 0.09375000 0.07523000 BLOCKER, S.
USA 4 G PITTSBURG OK 0.09375000 0.07523000 BLOCKER, S.
WHITE FUEL UNIT #3-34 L PITTSBURG OK KINTA
JUDITH L./GARLAND L POTOWATOMIE OK 0.00017467 SHAWNEE SW
AUSTIN/PERRY L POTTAWATOMIE OK 0.00146200 0.00102340 SHAWNEE SW
BELL #l,2,3,4-18 L POTTAWATOMIE OK 0.00426158 0.00480620 SHAWNEE SW
BURNS #1-18 L POTTAWATOMIE OK 0.01405395 0.01141880 SHAWNEE NW
CASEY #1 L POTTAWATOMIE OK 0.01221300 0.00980100 SHAWNEE SW
DALEY#1 L POTTAWATOMIE OK 0.01711600 0.01395100 SHAWNEE
DEXTER #18-1 L POTTAWATOMIE OK 0.00946941 0.00709850 SHAWNEE SW
Page 16
WELL NAME CO. COUNTY ST WI (BPO) NRI (BPO) WI (APO 1) NRI (APO 1) FIELD NAME
=================================================================================================================================
FERGUSON L POTTAWATOMIE OK 0.02028400 0.01658700 SHAWNEE SW
HOFFMANDI #1 L POTTAWATOMIE OK 0.01557300 0.01249700 SHAWNEE
HOFFMAN #1-A L POTTAWATOMIE OK 0.01420170 0.01141080 KNOX
JACKIE SUE/SCOTT L POTTAWATOMIE OK 0.00140750 0.00092313 SHAWNEE
KELLEY #1 L POTTAWATOMIE OK 0.00878900 0.00705300 SHAWNEE
KIT #1 & #2 L POTTAWATOMIE OK 0.00450000 0.00365600 SHAWNEE
LANE #1 L POTTAWATOMIE OK 0.00018500 0.00015000 SHAWNEE
MARCIA SUE/TAYLOR L POTTAWATOMIE OK 0.00150130 0.00105090 SHAWNEE
MILLER #1-7 L POTTAWATOMIE OK 0.20000000 0.20000000 CENTERPOINT
NIX L POTTAWATOMIE OK 0.00191454 0.00157500 SHAWNEE
PARKER #1 & #3 L POTTAWATOMIE OK 0.01112120 0.00868450 SHAWNEE
PATSY/WHITNEY L POTTAWATOMIE OK 0.00071620 0.00056070 SHAWNEE
RICKI/FERN L POTTAWATOMIE OK 0.00146200 0.00102340 SHAWNEE
ROCK ISLAND #1 L POTTAWATOMIE OK 0.01341080 0.01193230 SHAWNEE
ROUNDHOUSE #3 & #4 L POTTAWATOMIE OK 0.01027600 0.00894500 SHAWNEE
SHAWNEE TOWNSITE SKINNER UNIT L POTTAWATOMIE OK 0.00529741 SHAWNEE
TARON #1 L POTTAWATOMIE OK 0.01893800 0.01528600 SHAWNEE
TEDRA/DUD/TEDRA2/DUDE2 L POTTAWATOMIE OK 0.00120990 0.00084690 SHAWNEE
WILD WILLY #1,2 & CHASE L POTTAWATOMIE OK 0.02330078 0.01352024 SHAWNEE
WILD WILLY #3 L POTTAWATOMIE OK 0.00150130 0.00105090 SHAWNEE
WD/SERITA/JUDY/J.CASH L POTTAWATOMIE OK 0.01524500 0.01146660 0.01372050 0.01070640 SHAWNEE
BOGGES 1-29 G ROGER MILLS OK 0.19720000 0.16563000 0.18750000 0.15820000 STRONG CITY, S.
JUNE 1-7 G ROGER MILLS OK 0.21000000 0.16230000 BERLIN, NW
LOVETT A-1 G ROGER MILLS OK 0.03846000 0.03365000 STRONG CITY
MICHELLE #1-35 L ROGER MILLS OK CHEYENNE WEST
SOUTH HIGGINS ATOKA UNIT L ROGER MILLS OK 0.00430040 0.00140120 BISHOP
THORNTON #2-17 L ROGER MILLS OK 0.04875000 0.03797800 CARPENTER
TRENT UNIT 1-24 L ROGER MILLS OK 0.01160670 0.00839180 CARPENTER NE
WEEKS UNIT #1-31 L SEQUOYAH OK 0.00507920 0.00384200 PENO
BOYCE #1-2 L STEPHENS OK STAGE SAND NE
RICHARDSON UNIT#1-26 L STEPHENS OK 0.00617244 0.00486887 0.01134490 0.00820670 HOPE SW
RUSSELL #l-7 L STEPHENS OK 0.06250000 0.04687500 MARLOW W
SMITH UNIT #1-12 L STEPHENS OK 0.01442665 0.01000000 MARLOW W
ZUMWALT UNIT #1-30 L STEPHENS OK 0.00078120 0.00063335 BRAY SE
ALEXANDER 1-11 G WASHITA OK 0.02969000 0.02269038 SENTINEL, W.
GREEN#2-1 L WASHITA OK 0.02515990 CANUTE NORTH
Page 17
WELL NAME CO. COUNTY ST WI (BPO) NRI (BPO) WI (APO 1) NRI (APO 1) FIELD NAME
=================================================================================================================================
MEDDERS 4-1 L WASHITA OK 0.02425070 0.01794546 CANUTE NORTH
TOELLE #2-1 L WASHITA OK 0.06250000 0.04597270 CANUTE NORTh
BETTY JO #36-1 L WOODS OK E. FRITZLEN
GERLOFF 2 G WOODS OK 0.30479000 0.24734000 FREEDOM, N.
STEWART, WISE UNIT L WOODS OK 0.32051450 0.24979790 AVARD NW
ALUM CREEK UNIT L FALL RIVER SO 0.07515760 X
FEDERAL #10-3 L FALL RIVER SD 0.07515800 0.06567220
FEDERAL #2-5 L FALL RIVER SD 0.07515800 0.06567220 ALUM CREEK
FEDERAL #3-10 L FALL RIVER SD 0.04725000 0.04136000 ALUM CREEK
FEDERAL #3-14 L FALL RIVER SD 0.07515800 0.06567220
FEDERAL #3-15 L FALL RIVER SO 0.07515800 0.06567220 ALUM CREEK
FEDERAL #3-16 L FALL RIVER SD 0.07515800 0.06567220 INDIAN CREEK
FEDERAL #3-3 L FALL RIVER SD 0.07515800 0.06567220
FEDERAL #3-4 L FALL RIVER SD 0.07516800 0.06657220
FEDERAL #3-7 L FALL RIVER SD 0.07515800 0.06567220 ALUM CREEK
FEDERAL #31-6 L FALL RIVER SD 0.07515800 0.06567220 ALUM CREEK
FEDERAL #3-9 L FALL RIVER SD 0.07515800 0.06567220 ALUM CREEK
HINZIE, C.M. L ANDERSON TX 0.34392500 0.25552390 6018 D'ARC
HUNT-CLAYTON 2 G BORDEN TX 0.12500000 0.09083028 GOOD, SE
BELL HENRY l G BURLESON TX O.4OOOOOOO 0.28177700 CALDWELL
CHANCE ESTATE UN l G BURLESON TX 0.30000000 0.21131697 GIDDINGS
ELSIK-GEISENSCHLAG UNIT l G BURLESON TX 0.45000000 0.31994489 GIDDINGS
ELSIK-WEICHERT UNIT G BURLESON TX 0.45000000 0.32981107 GIDDINGS
GIESENSCHLAG-WUENSCHER (GW G BURLESON TX 0.45000000 0.31834260 GIDDINGS
UNIT 1)
KOVAR-PORTER UNIT G BURLESON TX 0.000984225 GIDDINGS
L PORTER GAS UNIT G BURLESON TX 0.00096605 GIDDINGS
MOUND PRAIRIE UN l G BURLESON TX 0.45000000 0.31834575 GIDDINGS
ORSAG, J.M. UNIT G BURLESON TX 0.01959780 0.01232614 GIDDINGS
THARP UNIT l G BURLESON TX 0.40000000 0.28249580 GIDDINGS
STATE TRACT 562-L 1X L CALHOUN TX 0.03748000 MATAGORDA BLOCK
FROST ESTATE #1 L CHAMBERS TX 0.58007505 0.42297139 WILLOW SLOUGH N
LAND GAS UNIT G CHEROKEE TX 0.00548370 0.00449591 SW BULLARD
FOGG VAIL TRACT3 L CLAY TX 0.05000000 0.03696776 ANT HILL
LITTLEFIELD l & 2 G COKE TX 0.12500000 0.09354752 BRONTE
PADGITT #1 L CROCKETT TX 0.25000000 0.07150000 PADGITT
PADGITT #2-UL L CROCKETT TX 1.00000000 COUCH WOLF CAMP
Page 18
WELL NAME CO. COUNTY ST WI (BPO) NRI (BPO) WI (APO 1) NRI (APO 1) FIELD NAME
=================================================================================================================================
PADGITT, JAMES T 2 L L CROCKETT TX 0.08203130 0.06245145 COUCH WOLF CAMP
PADGITT, JAMES T 4 L CROCKETT TX 0.09375000 0.07148440 PADGITT
PIERCE VI 10 1 G CROCKETT TX 0.75000000 0.57098406 OZONA
PIERCE VI 10 2 G CROCKETT TX 0.75000000 0.57098406 OZONA
PIERCE VI 10 3 G CROCKETT TX 0.75000000 0.57098406 OZONA
PIERCE VI 10 5 G CROCKETT TX 0.75000000 0.57098406 OZONA
PIERCE VI 10 6 G CROCKETT TX 0.00000000 0.02284032 0.22500000 0.18281000 OZONA
PIERCE VI 2 1 G CROCKETT TX 0.75000000 0.55098406 OZONA
PIERCE VI 2 2 G CROCKETT TX 0.75000000 0.57098406 OZONA
PIERCE VI 2 5 G CROCKETT TX 0.75000000 0.57098406 OZONA
PIERCE VI 2 6 G CROCKETT TX 0.75000000 0.57098406 OZONA
PIERCE VI 2-4 G CROCKETT TX 0.00000000 0.00000000 0.25000000 0.19032781 OZONA
PIERCE VI 3-2 G CROCKETT TX 0.25000000 0.19032781 OZONA
PIERCE VI 9 l G CROCKETT TX 0.75000000 0.57098406 OZONA
PIERCE VI 9 3 G CROCKETT TX 0.75000000 0.57098406 OZONA
PIERCE HENDERSON 7 1 G CROCKETT TX 0.75000000 0.57098406 OZONA
PIERCE-HENDERSON 7 2 G CROCKETT TX 0.75000000 0.57098406 OZONA
PIERCE-HENDERSON 7 3(307) G CROCKETT TX 0.00000000 0.04392156 OZONA
PIERCE-HENDERSON 7 4 G CROCKETT TX 0.00000000 0.04392156 0.18750000 0.15234380 OZONA
PIERCE-HENDERSON 7 5 G CROCKETT TX 0.18750000 0.15234000 OZONA
PIERCE-HENDERSON 7A l G CROCKETT TX 0.75000000 0.57098406 OZONA
PIERCE-HENDERSON 8 1 G CROCKETT TX 0.75000000 0.57098406 OZONA
PIERCE-HENDERSON 8 2 G CROCKETT TX 0.00000000 0.04392156 0.18750000 0.15234380 OZONA
PIERCE-HENDERSON 8 3 G CROCKETT TX 0.00000000 0.02283969 OZONA
BRENNAND, M.L. #7 G DAWSON TX 0.25000000 0.21875000 MUNGERVILLE
WASSON, I.E. #1 L DAWSON TX 0.20000000 0.20000000 ACKERLY
CARPENTER G FREESTONE TX 0.00032270 NAN-SU-GAIL
CARPENTER #5 GAS UNIT G FREESTONE TX 0.00000000 0.00006676 NAN-SU-GAIL
DUNN 2-A G FRIO TX 0.30000000 0.21644700 0.27000000 0.20790000 PEARSALL
DUNN A M l G FRIO TX 0.27000000 0.19480230 PEARSALL
FRANKS 8900 SU UNIT G GALVESTON TX 0.00076000 0.00059501 FRANKS
LITTLE WHIT l G GLASSCOCK TX 0.25000000 0.17568750 BIG WHIT/COBRA
LITTLE WHIT 4 G GLASSCOCK TX 0.25000000 0.17568750 BIG WHIT/COBRA
WRIGHT MINERALS #1 G GOLIAD TX 0.46250000 0.32987495 SLICK S.
LOGSTON, KLAS #1 L GRAYSON TX 0.07291400 0.04884862 SOUTHMAYD N
MARTIN #1 L GRAYSON TX 0.10937500 0.07686341 SOUTHMAYD N
Page 19
WELL NAME CO. COUNTY ST WI (BPO) NRI (BPO) WI (APO 1) NRI (APO 1) FIELD NAME
=================================================================================================================================
ROBERTSON BLUESTEM #1 L GRAYSON TX 0.10812500 0.07598503 SEPTEMBER
WALSH 3-3 L GRAYSON TX 0.10937500 0.06968938 SOUTHMAYD
WALSH 4-4 L GRAYSON TX 0.10937500 0.06968938 SOUTHMAYD
COLDWELL DALLAS G GREGG TX 0.00000000 0.00885184 EAST TEXAS
HARRISON -C- G GREGG TX 0.00000000 0.00030110 WILLOW SPRINGS
HARRISON C-1 G GREGG TX 0.00006420 WILLOW SPRINGS
HARRISON, P.D. E G.U. G GREGG TX 0.00000000 0.00030110 WILLOW SPRINGS
HARRISON, P.D. G GREGG TX 0.00004300 WILLOW SPRINGS
E1-3,E5-9,E10U/L
JOHNSON G GREGG TX 0.00064053 EAST TEXAS
KILLINGSWORTH B G GREGG TX 0.00000000 0.00030110 WILLOW SPRINGS
KILLINGSWORTH B2-4 G GREGG TX 0.00001490 WILLOW SPRINGS
LATHROP G GREGG TX 0.00000000 0.00018450 EAST TEXAS
LATHROP -B- G GREGG TX 0.00000000 0.00018450 EAST TEXAS
LATHROP A,B,C G GREGG TX 0.00000000 0.00018450 EAST TEXAS
LATHROP F.K. G GREGG TX 0.00000000 0.00018450 EAST TEXAS
LATHROP F.K.2,3,4,5,6 G GREGG TX 0.00013080 WILLOW SPRINGS
LATHROP GAS UNIT G GREGG TX 0.00000000 0.00011880 WILLOW SPRINGS
LATHROP, F.K. GAS UNIT G GREGG TX 0.00000000 0.00011880 WILLOW SPRINGS
LATHROP, F.K. GAS UNIT G GREGG TX 0.00000000 0.00011880 WILLOW SPRINGS
LATHROP, F.K. GAS UNIT G GREGG TX 0.00000000 0.00011880 WILLOW SPRINGS
LATHROP, F.K. GAS UNIT G GREGG TX 0.00000000 0.00011880 WILLOW SPRINGS
LATHROP, F.K. GAS UNIT G GREGG TX 0.00000000 0.00030110 WILLOW SPRINGS
LEE -B- GAS UNIT 1C G GREGG TX 0.00000000 0.00208033 WILLOW SPRINGS
LEE -G- G GREGG TX 0.00000000 0.00030110 WILLOW SPRINGS
LEE C G GREGG TX 0.00091744 WILLOW SPRINGS
LEE GAS UNIT B #3 G GREGG TX 0.00000000 0.00030110 WILLOW SPRINGS
LEE GAS UNIT B #4 G GREGG TX 0.00000000 0.00030110 WILLOW SPRINGS
LEE GAS UNIT B #5 G GREGG TX 0.00000000 0.00030110 WILLOW SPRINGS
LEE GAS UNIT B #6 G GREGG TX 0.00000000 0.00030110 WILLOW SPRINGS
LEE UNIT G GREGG TX 0.001554015 WILLOW SPRINGS
LEE, T.W. G GREGG TX 0.00000000 0.00629790 EAST TEXAS
LEE, T.W. G GREGG TX 0.00000000 0.00028213 EAST TEXAS
LEE, TAYLOR W G GREGG TX 0.00000000 0.00479820 EAST TEXAS
SMITH, A G GREGG TX 0.00000000 0.00237732 EAST TEXAS
SNODDY, THAD -C- G GREGG TX 0.00000000 0.03098187 EAST TEXAS
SORRELL G GREGG TX 0.00000000 0.00275243 EAST TEXAS
Page 20
WELL NAME CO. COUNTY ST WI (BPO) NRI (BPO) WI (APO 1) NRI (APO 1) FIELD NAME
====================================================================================================================================
BLACK #3-234 L HANSFORD TX 0.09500000 0.11224089 STAMPER
LILLIE 2-200 L HANSFORD TX 0.11428570 0.07425725 SHAPLEY
THORMODSGAARD #1 L HANSFORD TX 0.10000000 0.07425725 STAMPER
THORMODSGAARD #2 L HANSFORD TX 0.10000000 0.07425725 STAMPER
THORMODSGAARD #3 L HANSFORD TX 0.10000000 0.07125725 STAMPER
THORODSGAARD #4-199 L HANSFORD TX 0.10000000 0.07125725 STAMPER
BERGSON 1 ELLA G HARRISON TX 0.50000000 0.40993750 HALLSVILLE N.E.
FUTRELL 1 (3?) G HARRISON TX 0.00000000 0.11712500 HALLSVILLE N.E.
LEE 2-5 G HEMPHILL TX 0.03125000 0.02196057 ALLISON PARKS UP
MEEK JP 1 G HEMPHILL TX 0.62500000 0.44490705 0.22944430 0.40222390 BUFFALO WALLOW
HINTON #1 G HENDERSON TX 0.00005958 TRI CITIES
OPELIKA GAS UNIT (MULTI
WELLS) G HENDERSON TX 0.00000000 0.00006462 OPELIKA
TCGU7 (LEOPARD C.W.-1) G HENDERSON TX 0.00000000 0.00146963 TRAVIS PEAK
TCGU7 (LEOPARD C.W.-2) G HENDERSON TX 0.00000000 0.00146963 TRAVIS PEAK
TCGU7 (LEOPARD L.L.-2) G HENDERSON TX 0.00000000 0.00146963 TRAVIS PEAK
TCGU7 (BAKER MAUDE-10) (SI) G HENDERSON TX 0.00000000 0.00161030 TRAVIS PEAK
TCGU7 (BAKER MAUDE-11) G HENDERSON TX 0.00000000 0.00146963 TRAVIS PEAK
TCGU7 (BAKER MAUDE-7) UNEC G HENDERSON TX 0.00000000 0.00455500 TRAVIS PEAK
TCGU7 (BAKER MAUDE-8) G HENDERSON TX 0.00000000 0.00146963 TRAVIS PEAK
TCGU7 (BAKER MAUDE-9) G HENDERSON TX 0.00000000 0.00146963 TRAVIS PEAK
TCGU8 (BAKER J.D.-1) G HENDERSON TX 0.00000000 0.00150890 TRAVIS PEAK
TCGU8 (WALLACE T.H.-1) G HENDERSON TX 0.00000000 0.00150890 TRAVIS PEAK
TCGU8 (WALLACE T.H.-2) G HENDERSON TX 0.00000000 0.00150890 TRAVIS PEAK
TCGU8 (WALLACE T.H.-3) G HENDERSON TX 0.00000000 0.00150890 TRAVIS PEAK
TCGU8 (WALLACE T.H.-4) G HENDERSON TX 0.00000000 0.00150890 TRAVIS PEAK
TCGU8 (WALLACE T.H.-5) G HENDERSON TX 0.00000000 0.00150890 TRAVIS PEAK
HINTON #2 G HENDERSON TX 0.00075443 TRI CITIES
DAVIS, BERT G HOPKINS TX 0.00331120 0.00331120 NELTA
ALABAMA FERRY UNIT (BETTS) G HOUSTON TX 0.00040000 0.00032000 ALABAMA FERRY
WEST MOORE UNIT G HOWARD TX 0.06864000 0.05622427 MOORE
AFNU G LEON TX 0.00115400 0.00111322 ALABAMA FERRY
ANDREWS, E.B. JR. UNIT A-1 G LEON TX 0.01562500 0.01188810 HALLIDAY
GUINN GAS UNIT NO. 1 G LEON TX 0.07245100 0.04582391 JEWETT
MCCORMICK, CHARLES G LEON TX 0.09000000 0.06750000 JEWETT
MONTGOMERY, J.R. GU (SI
8/94) G LEON TX 0.07245100 0.05593605 JEWETT
BUSSARD, JESS #l L UPSCOMB TX 0.01250000 0.01024828 HIGGINS NW
Page 21
WELL NAME CO. COUNTY ST WI (BPO) NRI (BPO) WI (APO 1) NRI (APO 1) FIELD NAME
====================================================================================================================================
CROCKER GU #1-1 L LIVE OAK TX 0.09375000 0.06588298 OAKVILLE
LINEBERRY GU l 2 G LOVING TX 0.02955OOO 0.02216000 LINEBERY
SMITH-SCARBOROUGH . B2 G LOVING TX 0.08760000 0.06559000 WHEAT
OSR-HALLIDAY UNIT G MADISON TX 0.00000000 0.00016427 HALLIDAY
WARD #l (ZADECK) L MARION TX 0.04193250 0.03128343 RODESSA-RUBY
PATTON #1-55 L MARTIN TX 0.25000000 0.17861563 ROSE PETAL
ST. LSE. 485-L SE/4 L MATAGORDA TX 0.00955200 MATAGORDA ISLAND
ST. LSE. 485-L SW/4 #l L MATAGORDA TX 0.00468500 MATAGORDA ISLAND
STATE TRACT 485-L #6L L MATAGORDA TX 0.00937835 MATAGORDA ISLAND
STATE TRACT 485-L #8 L MATAGORDA TX 0.00955200 MATAGORDA ISLAND
STATE TRACT 485-L 3 &3L L MATAGORDA TX O.OO935126 MATAGORDA ISLAND
TALBERT #2 L NUECES TX 0.03438649 0.02250266 CORPUS CHRISTI WEST
TALBERT #3 L NUECES TX 0.03602670 CORPUS CHRISTI WEST
ALBERT UNIT #2-31 L OCHILTREE TX 0.00131250 0.00094290 0.00009380 0.00007690 BOOKER N.
HERRINGION A l L OCHILTREE TX 0.25000000 0.20176608 ELLIS RANCH
WELLS GAS UNIT 2-T G PANOLA TX 0.20622000 0.16907000 WASKOM
FROM ME SECTION 106 G PECOS TX 0.00331120 0.00103119 APCO-WARNER
FROM ME, ED El AL -2- G PECOS TX 0.00331120 0.00331120 APCO-WARNER
DAVIS WIRT #1 L POLK TX 0.20000000
FEENEY HILL GAS UNIT #l-Y G RAINS TX 0.00000000 0.00519828 LEATHERMAN CREEK
HOOPER, C #IA L RAINS TX 0.01264650 0.01007210 BRIGHT STAR
HUDDLESTON C.L. #1 G RAINS TX 0.00000000 0.00426794 GINGER SE
HUDDLESTON C.L #2 G RAINS TX 0.00000000 0.00426794 GINGER SE
B1111S, W.H. #l L REEVES TX 0.12462277 0.09487662 ARNO
MANILER 2-108 L ROBERTS TX 0.25000000 0.23740000 MENDOTA NW
HOLMES G RUSK TX 0.00331120 0.00331120 WALKERS CHAPPEL
MASON, R- G "A" G RUSK TX 0.00063238 EAST TEXAS
LLOYD #18-1 L SCHLEICHER TX 0.94000000 0.65177720 BUTLER
LON DIAMOND M UN G SCURRY TX 0.00076000 0.00066000 DIAMOND M
SACROC UNIT G SCURRY TX 0.00000000 0.00009170 KELLY-SNYDER
CORLEY #l L SMITH TX 0.00059350 KELLY-SNYDER
DICKERSON, W J #1 L SMITH TX 0.00018310 OVERTON
HILLIARD,WARREN ESTATE l G SMITH TX 0.05366000 0.03756940 CHAPEL HILL
PERRY GAS UNIT #l L SMITH TX 0.00886450 0.00727140 CHAPEL HILL
BARBEE GU#1 L UPSHUR TX 0.00619615 0.00580618 ROSEWOOD
BARBEE GU #2 L UPSHUR TX 0.00819500 0.00580618 ROSEWOOD
Page 22
WELL NAME CO. COUNTY ST WI (BPO) NRI (BPO) WI (APO 1) NRI (APO 1) FIELD NAME
====================================================================================================================================
BOGEL G.U. 2 #1 L UPSHUR TX 0.00040200 0.00037670 ROSEWOOD
BOGEL G.U. 2 #2 L UPSHUR TX 0.00052551 0.00044715 ROSEWOOD
COYLE, NL GU #l L UPSHUR TX 0.02476000 0.02040786 GILMER
CRAIG, WD #1 L UPSHUR TX -0- 0.00002000 GILMER S
CRAIG, WD #2 L UPSHUR TX -0- 0.00002000 GILMER S
GLADEWATER GU #15-l L UPSHUR TX 0.00048286 GLADEWATER
LANDERS UNIT #1 L UPSHUR TX 0.00324605 0.00266073 GILMER SOUTH
LANDERS UNIT #2 L UPSHUR TX 0.00542860 0.00427123 GILMER SOUTH
LANDERS UNIT #3 L UPSHUR TX 0.00324605 0.00266075 GILMER SOUTH
N.L. COYLE L UPSHUR TX 0.02476010 0.02040786 GILMER (COTTON VALLEY)
ON WHEELER #3 L UPSHUR TX 0.01338648 0.01045900 GILMER (COTTON VALLEY)
ON WHEELER #4 L UPSHUR TX 0.01338648 0.01045900 GILMER (COTTON VALLEY)
ON WHEELER UNIT #l L UPSHUR TX 0.01338648 0.01068030 0.01221500 0.01045900 GILMER (COTTON VALLEY)
ON WHEELER UNIT #2 L UPSHUR TX 0.01338648 0.01068030 0.01221500 0.01045900 GILMER (COTTON VALLEY)
SNOW J E UNIT #2 L UPSHUR TX 0.00653275 0.00189315 GILMER (COTTON VALLEY)
SNOW, JE #3 & #4 L UPSHUR TX 0.03479000 0.02820644 GILMER S
SNOW, JE GU #1 L UPSHUR TX 0.03479000 0.02642945 GILMER S
AMACKER VT 106 L UPTON TX 0.00505980 AMACKER-TIPPETT
BENEDUM SPRABERRY UN G UPTON TX 0.00084000 0.00073000 BENEDUM
MILLS #1 L VAL VERDE TX 0.10428900 0.07339270 WILL-0
CHANDLER G VAN ZANDT TX 0.00331120 0.00331120 MARTINS MILL
S.R. RAY OIL UNIT l & 2 G VAN ZANDT TX 0.00142570 VAN
CHEVRON FEE l G WARD TX 0.25000000 0.19811000 BEALL
MCDANIEL, LOIS #1 L WARD TX 0.15623380 0.12978072 E QUITO
SEALY GEO 66 2 & 3 G WARD TX 0.25000000 0.19520841 MAGNOLIA SEALY, NW
UNIVERSITY 10-18 "A"-1 L WARD TX 0.11764710 0.09186282 0.08330000 0.06940000 WARWINK SOUTH
UNIVERSITY 10-18 "A"-2 L WARD TX 0.10000000 0.09298287 0.08330000 0.68940000 WARWINK SOUTH
UNIVERSITY 10.18 "A"-3 L WARD TX 0.08330000 0.06506947 WARWINK SOUTH
UNIVERSITY 10-18 "A"-4 L WARD TX 0.08330000 0.06038403 WARWINK SOUTH
UNIVERSITY 10-18 "A"-5 L WARD TX 0.10000000 0.07808330 0.08330000 0.06038403 WARWINK SOUTH
UNIVERSITY 10-18B-2 L WARD TX 0.08330000 0.06506947 WARWINK SOUTH
UNIVERSITY 10-18B-3 L WARD TX 0.10520000 0.08334440 0.08330000 0.06940000 WARWINK SOUTH
UNIVERSITY l0-18B-4 L WARD TX 0.08330000 0.06506947 WARWINK SOUTH
UNIVERSITY l0-18B-5 L WARD TX 0.10520000 0.08334440 0.08330000 0.06940000 WARWINK SOUTH
UNIVERSITY l0-18B-6 L WARD TX 0.10520000 0.08334440 0.08330000 0.06940000 WARWINK SOUTH
UNIVERSITY l0-18B-7 L WARD TX 0.10520000 0.08334440 0.08330000 0.06940000 WARWINK SOUTH
page 23
WELL NAME Co. COUNTY ST WI (BPO) NRI (BPO) WI (APO 1) NRI (APO 1) FIELD NAME
====================================================================================================================================
UNIVERSITY 11-183 L WARD TX 0.10000000 0.06298287 0.08333000 0.06940000 WARWINK SOUTH
UNIVERSITY 11-184 L WARD TX 0.10000000 0.06298287 0.08333000 0.06940000 WARWINK SOUTH
UNIVERSITY 11-185 L WARD TX 0.10000000 0.06298287 0.08333000 0.06940000 WARWINK SOUTH
UNIVERSITY 11-18 A 3 L WARD TX 0.10000000 0.06298287 WARWINK SOUTH
UNIVERSITY ll-18A-1 L WARD TX 0.08330000 0.06506947 WARWINK SOUTH
UNIVERSITY ll-18A-2 L WARD TX 0.08330000 0.06506947 WARWINK SOUTH
UNIVERSITY 1l-18B-1 L WARD TX 0.08330000 0.06506947 WARWINK SOUTH
UNIVERSITY 11-18B-2 L WARD TX 0.08330000 0.06506947 WARWINK SOUTH
UNIVERSITY 11-18B-2A L WARD TX 0.12120000 0.10090000 0.08330000 0.06506947 WARWINK SOUTH
UNIVERSITY 18-18 L WARD TX WARWINK SOUTH
UNIVERSITY 13-29 01 GU L WARD TX 0.15846106 0.12672663 WARWINK SOUTH
UNIVERSITY 13-29 94 L WARD TX 0.12577820 0.06408073 WARWINK SOUTH
UNIVERSITY 18-29 08 L WARD TX 0.15846100 0.12672653 WARWINK SOUTH
UNIVERSITY 18-29 07 L WARD TX 0.17126040 0.10137038 WARWINK SOUTH
UNIVERSITY 18-29 08 L WARD TX 0.12577820 0.06408073 WARWINK SOUTH
UNIVERSITY 18-26 10 L WARD TX 0.12577820 0.06408073 WARWINK SOUTH
UNIVERSITY 18-30 03 L WARD TX 0.12577820 0.06408073 WARWINK SOUTH
UNIVERSITY 18-30 GU L WARD TX 0.12577820 0.06408073 WARWINK SOUTH
UNIVERSITY 18-31 #1 L WARD TX 0.12577820 0.06403073 WARWINK SOUTH
UNIVERSITY 13-31 03 L WARD TX 0.12577820 0.06408073 WARWINK SOUTH
UNIVERSITY 18-31-04 L WARD TX 0.12577820 0.08408073 WARWINK SOUTH
UNIVERSITY 18-31 06 L WARD TX 0.12577820 0.06408073 WARWINK SOUTH
UNIVERSITY 18-31 07 L WARD TX 0.12577820 0.06408073 WARWINK SOUTH
UNIVERSITY 18-5 #3 L WARD TX 0.36141536 0.23775375 WARWINK SOUTH
UNIVERSITY 18-6 #1-U L WARD TX 0.29000000 0.23776375 WARWINK SOUTH
UNIVERSITY 18-6 #2-L L WARD TX 0.29000000 0.23776375 WARWINK SOUTH
UNIVERSITY 18-6 #2-U L WARD TX 0.29000000 0.23776375 WARWINK SOUTH
UNIVERSITY 18-9 #1-A L WARD TX 0.10000000 0.06298287 WARWINK SOUTH
UNIVERSITY 22-18A-1 L WARD TX 0.11764700 0.09186273 0.08330000 0.06940000 WARWINK SOUTH
UNIVERSITY 22-18A-2 L WARD TX 0.11764700 0.09186273 WARWINK SOUTH
UNIVERSITY 22-18B-I L WARD TX 0.11764700 0.09186273 0.08330000 0.0694 WARWINK SOUTH
UNIVERSITY 23-18A l L WARD TX 0.08330000 0.08606947 WARWINK SOUTH
UNIVERSITY 23-18A-2 L WARD TX 0.08333330 0.08606947 WARWINK SOUTH
UNIVERSITY 24-18-1A L WARD TX 0.08330000 0.08606947 WARWINK SOUTH
UNIVERSITY 9-18A-1 L WARD TX 0.10000000 0.06298287 0.08333300 0.06940000 WARWINK SOUTH
UNIVERSITY 9-18B-I L WARD TX 0.08330000 0.06506947 WARWINK SOUTH
Page - 24
WELL NAME CO. COUNTY ST WI (BPO) NRI (BPO) WI (APO 1) NRI (APO 1) FIELD NAME
====================================================================================================================================
UNIVERSITY 9-18B-2 L WARD TX 0.03333330 0.06506947 WARWINK SOUTH
WALKER,P. ET AL L WARD TX 0.15624510 0.12810157 QUITO EAST
DAVIS, E T l L WHEELER TX 0.02437500 0.01800878 STILES RANCH
DAVIS, G C 161 L WHEELER TX 0.02912200 0.02217888 STILES RANCH
PORTER 1-35 G WHEELER TX 0.33333000 0.27329139 TWITTY
TREADWELL 1&2 L WHEELER TX 0.00869400 0.00710178 BUFFALO WALLOW
ADAMS-MATTHEWS OIL UNIT G WOOD TX 0.12500000 0.09662844 CROW
ALLEN J H l G WOOD TX 0.79166660 0.61414377 CROW
FLETCHER, MAX J. #1 G WOOD TX 0.00000000 0.00847030 BIRCH
FLETCHER, MAX J. #2 G WOOD TX 0.00000000 0.00847030 BIRCH
FLETCHER, MAX J. #3 G WOOD TX 0.00000000 0.00847030 BIRCH
GRICE W.W. UNIT 2 G WOOD TX 0.00331120 0.00318639 QUITMAN
GRICE. W.W. UNIT 1B G WOOD TX 0.00331120 0.00318639 QUITMAN
HOLMES BARNEY l G WOOD TX 0.72837000 0.60038000 CROW
PRUITT VIVIAN l G WOOD TX 0.83333320 0.58957357 CROW
WOODBINE -A- FORMATION UNIT G WOOD TX 0.00331120 0.00331120 BRAHANEY
RAMIREZ, J IU & 2U L ZAPATA TX 0.01562500 0.01120924
AG FARM MINNELUSA G CAMPBELL WY 0.00161000 0.00124174 AG FARM
AMETHYST STATE #1 L CAMPBELL WY 0.00009660 0.00001060 ALPHA
AMKIRK UNIT G CAMPBELL WY 0.05407000 0.04330000 AM-KIRK
EISELE 2 G CAMPBELL WY 0.12501550 0.10308274 0.12501150 0.10313780 KITTY
FISH (MINNELUSA A) UNIT L CAMPBELL WY 0.02432860 0.02007112 FISH
FISH FED UNIT #1-13 L CAMPBELL WY 0.00500000 FISH
FISH FED UNIT #3-13 L CAMPBELL WY 0.00075000 0.00057090 FISH
FISH MINNELUSA A G CAMPBELL WY 0.00060000 0.00049000 FISH
HOUSE CREEK UNIT G CAMPBELL WY 0.00099625 0.00085000 HOUSE CREEK
SIMPSON 11-15 G CAMPBELL WY 0.18470000 0.12312717 SIMPSON RANCH
SOUTH TIMBER CREEK #21-31 L CAMPBELL WY 0.00000539 TIMBER CREEK SOUTH
WHISLER 42-35 G CAMPBELL WY 0.28688000 0.21504150 WHISLER
LILY UNIT G CROOK WY 0.04931000 0.03920484 LILY
SPIRIT FEDERAL 1-35 G CROOK WY SPIRIT
SPIRIT FEDERAL MINNELUSA A G CROOK WY 0.00206000 0.00154226 EDSEL
Page 25
WELL NAME CO. COUNTY ST WI (BPO) NRI (BPO) WI (APO 1) NRI (APO 1) FIELD NAME
================================================================================
* NET REVENUE INTERESTS SHOWN ARE NET OF THE OVERRIDING ROYALTY INTEREST PAYABLE
TO LaSALLE STREET NATURAL RESOURCES CORPORATION PURSUANT TO THE ASSIGNMENT AND
CONVEYANCE OF OVERRIDING ROYALTY INTEREST DATED MARCH 31, 1996.
+ ALL OIL AND GAS INTERESTS SET FORTH ON THIS EXHIBIT ARE SUBJECT TO THE
MORTGAGE AND SECURITY INTEREST GRANTED B AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION PURSUANT TO THAT CERTAIN CREDIT AGREEMENT DATED MARCH 31, 1995.
ALL OIL AND GAS INTERESTS SET FORTH ON THIS EXHIBIT ARE SUBJECT TO THE PURCHASE
AND SALE AGREEMENT DATED MARCH 30, 1996 BETWEEN ENRON RESERVE ACQUISITION CORP.
(SELLER), ENRON CAPITAL & TRADE RESOURCES CORP. (ADDITIONAL PARTY), LATEX/GOC
ACQUISITION INC. (BUYER) AND LATEX RESOURCES, INC. (ADDITIONAL PARTY).
REFERENCE:
Page 26
Exhibit C
AGREEMENT OF AFFILIATE
[DATE]
---------------------
Name of Affiliate
Alliance Resources Plc
- -------------------------
- -------------------------
Gentlemen:
In connection with the pending merger (the "Merger") of LaTex Resources,
Inc., a Delaware corporation (the "Company"), with and into Alliance Resources
(Delaware), Inc., a Delaware corporation ("Acquisition"), a wholly-owned
subsidiary of Alliance Resources Plc, a public limited company incorporated in
England and Wales ("Acquiror"), pursuant to an Agreement and Plan of Merger (the
"Agreement"), I have been advised that I may be deemed to be an "affiliate" of
the Company within the meaning of Rule 145 under the Securities Act of 1933 (the
"1933 Act") for the purposes of any resales of shares of the common stock of
Acquiror to be issued to me (the "Stock"). Based on such advice and in order to
induce Acquiror and the Company to cause the Merger to be consummated, I hereby
represent and warrant to, and agree with, Acquiror, Acquisition, and the Company
as follows:
A. I will not sell or otherwise transfer any of the Stock in violation
of the 1933 Act or the rules or regulations thereunder. I will not, in any
event, enter into any contract or otherwise agree to, sell or otherwise
transfer any of the Stock until such time as financial results covering at
least thirty (30) days of post-Merger combination operations of Acquiror
and the Company have been published.
B. I hereby consent to the placing of a legend on the certificate or
certificates evidencing the Stock referring to the issuance thereof in a
transaction to which Rule 145 under the 1933 Act is applicable and to the
giving of stop transfer instructions to the transfer agent for the Stock
with respect to such certificate or certificates. The legend will state in
substance:
"The shares represented by this certificate were issued in a
transaction to which Rule 145 under the Securities Act of 1933
60
applies and may be sold or otherwise transferred only in compliance
with the terms of an agreement of affiliate dated ____________, 199__
between the registered holder hereof and the issuer hereof, a copy of
which is available at the principal office of the issuer."
C. In the event of any sale or transfer of any of the Stock in a
transaction not involving a sale pursuant to Rule 145 or in a registered public
offering, I will obtain from each transferee of the Stock in such transaction a
letter agreement substantially similar hereto, or a letter containing such other
information reasonable required by Acquiror to evidence an exception from the
applicable registration requirements of federal or State securities laws, which
is binding and enforceable by Acquiror and the transferee.
Very truly yours,
---------------------------------
[NAME OF AFFILIATE]
61
[ARTWORK APPEARS HERE]
Alliance Resources Plc
1 HOUSTON CENTER, SUITE l8l4
1221 McKINNEY STREET
HOUSTON. TX 77010
(7l3) 650-0069
FAX: (713) 650-35l3
JAK KEEMAN
MANAGING DIRECTOR
September l6, l996
LaTex Resources, Inc.
4200 East Skelly Drive, Suite 1000
Tulsa, OK 74135
Attention: Mr. Jeffrey T. Wilson, President
Re Amendment to Agreement and Plan of Merger by and among Alliance
Resources Plc, Alliance Resources (Delaware), Inc. and LaTex Resources,
Inc. dated August l2, l996 ("Merger Agreement")
Dear Mr. Wilson:
This letter, when accepted by LaTex Resources, Inc. ("LaTex"), will
evidence the agreement among Alliance Resources Plc ("Alliance"), Alliance
Resources Delaware), Inc. ("Newco") and LaTex to amend the captioned Merger
Agreement.
Alliance, Newco and LaTex hereby agree that Sections 2.1l, 9(1) and
ll.l(k) of the Merger Agreement are amended by deleting all references to the
date "September 15, l996" in such sections and substituting therefor the date
"September 27, 1996".
As hereby amended, the Merger Agreement is hereby ratified and affirmed
and shall continue in full force and effect in accordance with all of its terms
and provisions.
If the foregoing is acceptable, please indicate your approval by executing
both counterpart originals hereof, and return one counterpart to Alliance.
Very truly yours,
ALLIANCE RESOURCES PLC
By: /s/ John A. Keenan
---------------------------------------
John A. Keenan, Managing Director
LaTex Resources, Inc.
September 16, 1996
Page 2
ALLIANCE RESOURCES (DELAWARE) INC.
By: /s/ John A. Keenan
------------------------------
John A. Keenan, President
ACCEPTED AND AGREED TO as
of the date of this letter.
LATEX RESOURCES, INC.
By: /s/ Jeffery T. Wilson
---------------------------
Jeffery T. Wilson, President
[ARTWORK APPEARS HERE]
Alliance Resources Plc
HOUSTON CENTER, SUITE 18l4
1221 McKINNEY STREET
HOUSTON, TX 77010
(713) 650-0069
FAX: (713) 650-35l3 Jak Keenan
Managing Director
September 27,1996
VIA FAX (918) 747-7010
- ----------------------
LaTex Resources, Inc.
4200 East Skelly Drive
Suite 1000
Tulsa, OK 74135
Attention: Jeffrey T. Wilson, President
Dear Jeff:
Pursuant to our recent discussions, we propose that the merger of Alliance
Resources Plc ("Alliance") and LaTex Resources, Inc. ("LaTex") take place under
the structure provided in the Agreement and Plan of Merger (the "Merger
Agreement") by and among Alliance Resources Plc, Alliance Resources (Delaware),
Inc. and LaTex Resources, Inc. dated August 12, 1996, except that the Merger
Agreement will be amended to eliminate the condition contained in Section 9(k)
of the Merger Agreement relating to the delivery of an opinion from counsel
regarding the federal income tax aspects of the Merger.
Therefore, this letter, when signed by all of the parties to the Merger
Agreement, will constitute an amendment to the Merger Agreement deleting Section
9(k) thereof. If you agree to this amendment, please indicate your agreement by
executing this letter in the space provided below.
Sincerely,
ALLIANCE RESOURCES PLC
By:/s/ John A. Keenan
----------------------------
John A. Keenan, President
LaTex Resources, Inc
September 27, 1996
Page 2
ALLIANCE RESOURCES (DELAWARE). INC.
By: /s/ John A. Keenan
------------------------------
John A. Keenan, President
Accepted and Agreed to:
LATEX RESOURCES, INC.
By: /s/ Jeffrey T. Wilson
----------------------------
Jeffrey T. Wilson, President