Exhibit 10.52
(exchange.doc)
EXCHANGE AGREEMENT
This Agreement (the "Agreement") for the exchange of the properties listed on
Exhibit "A," attached hereto, (the "Properties") is entered into on March 6,
1998 (herein called the "Contract Date") by and between ENERGY ASSET MANAGEMENT
COMPANY, L.L.C. (EAMC), an Arkansas limited liability company, wholse address is
▇.▇. ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and SABA ENERGY OF TEXAS, INCORPORATED
(SABA), a Texas Corporation whose address is ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and SABA PETROLEUM COMPANY (SPC), a California
Corporation whose address is ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Pursuant to the following terms and conditions, EAMC shall
convey to SABA all of EAMC's right, title and interest in and to the Properties
in exchange for Two Hundred Thousand (200,000) shares of Common Stock of SPC,
which stock is traded on the American Stock Exchange under the Symbol SAB.
1. Effective Date and Time of Sale and Purchase Agreement. Unless otherwise
agreed to in writing by EAMC and SABA, the effective date and time
("Effective Date") of this exchange of Properties is January 1, 1998 at
7:00 A.M.C.S.T.
2. Closing. Upon satisfaction of all the terms and conditions contained
herein, EAMC and SABA shall close this exchange on March 6, 1998 (the
"Closing Date") unless otherwise agreed to by both parties in writing.
Closing shall take place at SABA's office, or via mail and facsimile. A one
time extension to the closing date of no more than 10 days shall not be
unreasonably withheld, if requested in writing. At closing, the following
shall occur:
a. EAMC, SABA and SPC shall provide an executed original of this agreement,
each to the other.
b. EAMC and SABA shall execute additional documents, as reasonably required
by SABA for the transfer of assets, or Partnership interests.
c. SPC shall tender one certificate for 200,000 shares of common stock,
free of all restrictions, except as otherwise provided in Article 4g
hereinbelow, to EAMC.
▇. ▇▇▇▇ shall produce a final closing statement setting forth the final
cash amount due SABA as of the agreed closing and effective dates. In
the event there is a material difference (defined as $50,000) between
$2,615,000.00 and the actual amount due SABA, then SABA shall pay to
EAMC (or EAMC shall pay to SABA) within 45 days of closing the cash
difference, less $50,000.
3. Exchange. This is an exchange of equity interest in the properties for
common stock in SPC. The number of shares of stock set forth in Article 2c
shall constitute the adjusted number of shares with no further increase, or
reduction in the number of shares exchanged pursuant to this Agreement,
except as provided in Article 6b hereinbelow. There shall be no
post-closing adjustments between the parties, except as provided in Article
6b hereinbelow. Adjustments made at closing pursuant to Article 2d are
inclusive of the following considerations: i) The unpaid balance owed by
EAMC for principal and interest payments per prior acquisition agreements,
participation agreements and financing agreements through the date of
closing; ii) The unpaid balance owed by EAMC for operating expenses and
capital expenditures incurred prior to the effective date; iii) Unpaid
Partnership obligations; iv) Revenue paid to EAMC for post effective date
occurences; v) EAMC's share of escrow accounts; vi) EAMC's net share of
value for oil in the tanks as of the effective date; vii) Any other
accounts jointly held between EAMC and SABA, or SPC.
4. Representations with Respect to the Common Stock. EAMC represents to SPC
that:
a. Investment Purpose. As of the date hereof, EAMC is acquiring the
Common Stock for its own account for investment only and not with a
present view towards the public sale or distribution thereof, except
pursuant to sales registered or exempted from registration under the
1933 Act.
b. Accredited Investor Status. EAMC is an "accredited investor" as
that term is defined in Rule 501 (a) of Regulation D.
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c. Reliance on Exemptions. EAMC understands that the Common Stock are
being offered and sold to it in reliance upon specific exemptions from
the registration requirements of United States federal and state
securities laws and that SABA and SPC are relying upon the truth and
accuracy of, and EAMC's compliance with, the representations,
agreements, acknowledgments and understandings of EAMC set forth herein
in order to determine the availability of such exemptions and the
eligibility of the EAMC to acquire the Common Stock.
d. Information. EAMC and its advisors, if any, have been furnished with
all materials relating to the business, finances and operations of SPC
and the Common Stock which have been requested by EAMC or its advisors.
EAMC and its advisors, if any, have been afforded the opportunity to
ask questions of SPC and have received what EAMC believes to be
satisfactory answers to any such inquires. EAMC understands that its
investment in the Common Stock involves a significant degree of risk.
e. Governmental Review. EAMC understands that no United States
federal or state agency or any other government or governmental
agency has passed upon or made any recommendation or endorsement
of the ------------------------------- Common Stock.
f. Transfer or Resale. EAMC understands that (i) the Common Stock has
not been registered under the Securities Act of 1933 or any applicable
state securities laws, and may not be transferred unless (a)
subsequently included in an effective registration statement
thereunder, or (b) EAMC shall have delivered to SPC an opinion of
counsel (which opinion shall be reasonably acceptable to SPC) to the
effect that the Securities to be sold or transferred may be sold or
transferred pursuant to an exemption from such registration or (c) sold
or transferred to an "affiliate" (as defined under Rule 144) or EAMC,
or (d) sold pursuant to Rule 144 promulgated under the 1933 Act (or a
successor rule); (ii) any sale of such Securities made in reliance on
Rule 144 may be made only in accordance with the terms of said Rule and
further, if said Rule is not applicable, any resale of such Securities
under circumstances in which the seller (or the person through whom the
sale is made) may be deemed to be an underwriter (as that term is
defined in the ▇▇▇▇ ▇▇▇) may require compliance with some other
exemption under the 1933 Act or the rules and regulations of the SEC
thereunder; and (iii) neither SPC nor any other person is under any
obligation to register such Common Stock under the 1933 Act or any
state securities laws or to comply with the terms and conditions of any
exemption thereunder (in each case, other than as set forth in the
agreement).
g. Legends. EAMC understands that the Common Stock, until such time
as it shall have been registered under the 1933 Act as
contemplated herein, may bear a restrictive legend in
substantially the following ------------- form (and a
stop-transfer order may be placed against transfer of the
certificates for such securities):
"The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended. The securities have
been acquired for investment and may not be sold, transferred or assigned in the
absence of an effective registration statement for the securities under said
Act, or an opinion of counsel, in form, substance and scope reasonably
acceptable to SPC, that registration is not required under said Act or unless
sold pursuant to Rule 144 under said Act."
5. Certain Agreements to Register. SPC will file a registration statement with
the Securities and Exchange Commission within sixty (60) days of the
closing of the transaction contemplated hereby, covering the sale of the
Common Stock by EAMC. SPC will use its best efforts to cause the Securities
and Exchange Commission to accept the registration statement. EAMC will, as
a condition to the filing and the effectiveness of such registration
statement, furnish SPC with such information concerning EAMC's intention to
sell the Common Stock as SPC may reasonably request for inclusion in the
registration statement and will indemnify and hold each of SABA and SPC
harmless from and against any loss or liability (including reasonable
attorneys fees and fees of experts) arising out of any claim that such
information is incorrect in any material respect.
6 Organization and Authority Relative to this Agreement.
a. EAMC is a limited liability corporation, duly organized, validly
existing and in good standing as a domestic corporation under the laws
of the State of Arkansas and has full power and authority to enter
into, deliver and perform this Agreement and to consummate the
transaction contemplated hereby. The execution and delivery of this
Agreement by EAMC and the consummation by EAMC of the transaction
contemplated hereby have been duly authorized by all requisite action,
and no other corporate proceedings on the part of EAMC are necessary to
authorize this Agreement or the transaction contemplated hereby. This
Agreement has been duly executed and delivered by EAMC and constitutes
a legally valid and binding obligation of EAMC, enforceable in
accordance with its terms.
b. Notwithstanding the items listed below, there are no suits, judgements,
actions, proceedings, liens, or investigation pending or, to the
knowledge of EAMC, threatened, against or affecting EAMC, its
respective businesses or any of the Properties, in any court or before
or by any governmental or regulatory authority or agency, domestic or
foreign, or any arbitration, which could adversely affect the
Properties or SABA's use of the same, or the ability of EAMC to perform
its obligations under this Agreement, or any instrument to be delivered
pursuant hereto.
1) Docket number 0518643F: ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Associates, Inc., v.
EAMC, L.L.C. in the 24th Judicial District Court of ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, Louisiana.
2) Investigations by the British Columbia Financial Institutions
Commission and the British Columbia Securities Commission of ▇▇▇▇
Mortgage Corp., Capital Productions, Inc., ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and
▇▇▇▇▇ ▇▇▇▇▇▇.
EAMC shall indemnify and hold harmless SABA and SPC, its officers,
directors and agents, from and against any and all loss, liability,
cost and expense (including reasonable costs of investigation and
defense) arising out of, or in any way connected with the matters
described in 1) or 2) above, which indemnity shall include attorneys
fees, the costs of experts and other consultants. Should any claim be
asserted against SABA, SPC, or the assets acquired hereunder which
arises out of or is connected with either of the aforementioned
matters, EAMC shall, upon request, advance to, or for the account of
SABA and SPC, the costs of investigating and defending said claim.
Until each of said matters is resolved to the satisfaction of and
without expense to SABA and SPC, SPC shall withhold 10,000 shares of
the commons stock, which shall be held to secure payment sums which may
become due SABA and SPC hereunder. Subject to mutual consent, which
will not be unreasonably withheld by either party, SPC is authorized to
cancel from time to time the number of shares as may be required to
indemnify SABA and SPC under this paragraph. Shares cancelled shall be
deemed to have been reacquired by SPC at the average bid price for the
common stock during the five trading days preceding the date of
cancellation. The foregoing right shall not constitute a limitation on
the indemnity contained in this paragraph.
Until such time as item number 1 above is dismissed, or upon written
agreement by both parties, SPC shall reserve 10,000 shares from the exchange
described in Article 3 hereinabove.
▇. ▇▇▇▇ is a corporation, is duly organized, validly existing and in good
standing as a corporation under the laws of the State of Texas and has
full corporate power and authority to enter into, deliver and perform
this Agreement and to consummate the transaction contemplated hereby;
the execution and delivery of this Agreement by SABA and the
consummation by SABA of the transaction contemplated hereby have been
duly authorized by all requisite action and no other corporate
proceedings on the part of SABA are necessary to authorize this
Agreement and the transaction contemplated hereby. This agreement has
been duly executed and delivered by SABA and constitutes a legally
valid and binding obligation of SABA, enforceable in accordance with
its terms.
d. SPC is a corporation, is duly organized, validly existing and in good
standing as a corporation under the laws of the State of California
and has full corporate power and authority to enter into, deliver and
perform this Agreement and to consummate the transaction contemplated
hereby; the execution and delivery of this Agreement by SPC and the
consummation by SPC of the transaction contemplated hereby have been
duly authorized by all requisite action and no other corporate
proceedings on the part of SPC are necessary to authorize this
Agreement and the transaction contemplated hereby. This agreement has
been duly executed and delivered by SPC and constitutes a legally
valid and binding obligation of SPC, enforceable in accordance with
its terms.
e. There are no suits, judgements, actions, proceedings, liens, or
investigation pending, or to the knowledge of SABA, or SPC, threatened,
against or affecting SABA, or SPC, its respective businesses or any of
the Properties, in any court or before or by any governmental or
regulatory authority or agency, domestic or foreign, or any
arbitration, which could adversely the ability of SABA, or SPC to
perform its obligations under this Agreement, or any instrument to be
delivered pursuant hereto.
7. Other Documents and Contracts. This Agreement will be made subject to any
and all existing operating agreements, unit agreements, gas purchase or
sale contracts, as well as any and all other agreements to which the
Properties are subject, including, but not limited to, any applicable
farmin agreements. SABA shall assume and be responsible for all obligations
accruing under such agreements as of the Effective Date.
By execution of this Agreement, EAMC and SABA hereby agree to cancel, void,
annul, dissolve, disclaim and forever waive the following agreements:
That certain agreement dated October 4, 1996 by and between
the parties hereto regarding the acquisition of MV Ventures, G.P. and all assets
and liabilities associated with MV Ventures, G.P.
That certain agreement dated September 5, 1997 by and between
the parties hereto regarding the acquisition of the Potash Field from Statoil
Exploration (U.S.), Inc.
That certain Operating Agreement dated September 2, 1997 by
and between the parties regarding the operation of the Potash Field.
By execution of this Agreement, EAMC hereby sets over, conveys and forever
disclaims any interest in, or rights to the following agreements and shall
forever waive any remedy available through the following agreements:
That certain Purchase and Sale Agreement dated October 8, 1996 by and
between ▇▇▇▇▇▇ Ventures, Inc., Rockbridge Oil & Gas, Inc., Saba Energy of
Texas, Incorporated and Energy Asset Management Corporation regarding the
sale of MV Ventures, G.P.
That certain Partnership Agreement dated November 1, 1995
regarding the creation of MV Ventures, G.P.
EAMC and SABA shall execute additional documents, either at closing, or
at anytime after closing, as reasonably required by SABA, to document
the transfer of equity, or Partnership interests. EAMC will cooperate
with SABA in perfecting SABA's title.
8. Notices. All communications required or permitted under this Agreement
shall be in writing. Any communication or delivery hereunder shall be
deemed to have been fully made if actually delivered, sent by facsimile
machine, or if mailed by registered or certified mail, postage prepaid, to
the applicable address indicated above.
9. Further Assurances. Each of the parties shall execute acknowledge and
deliver to the other such further instruments, and take such other actions
as may be reasonably necessary to carry out the provisions of this
Agreement.
10. Entire Agreement. This Agreement constitutes the entire understanding
between the parties and it may not be amended nor any rights hereunder
waived except by an instrument in writing signed by the party to be charged
with such amendment or waiver and delivered by such party to the party
claiming the benefit of such amendment or waiver.
If any provision of this Agreement, or the application thereof to any
person or circumstances, shall, to any extent, be held in any proceeding to
be invalid or unenforceable, the remainder of this Agreement, and the
application of such provisions to persons or circumstances other than those
to which it is held to be invalid or unenforceable, shall not be affected
thereby, and shall be valid and enforceable to the fullest extend permitted
by law, but only if and to the extend such enforcement would not materially
and adversely frustrate the parties' essential objectives as expressed
herein.
No party to this Agreement may assign its rights or obligations hereunder
without the written consent of all parties hereto. Subject to the
foregoing, this Agreement shall be binding upon the parties hereto, their
respective successors and assigns, and nothing contained in this Agreement,
express or implied, is intended to confer upon any other person or entity
any benefits, rights, or remedies.
11. Venue and Exclusive Jurisdiction. The parties agree that any dispute
arising out of or relating to this Agreement, shall be adjudicated solely
in the Superior Court for the County of Santa ▇▇▇▇▇▇▇, or the U.S. District
Court for the Southern District of California. Each party consents to the
jurisdiction of each such court.
12. Costs. Except as otherwise agreed upon, each party shall pay its own
costs, including fees and expenses of its own counsel and accountants, in
connection with this Agreement
13. Breech of Contract. Any breech of contract, or inability of any party
to fulfill the terms of this agreement shall cause this agreement to become
null and void and all property, cash and common stock will be restored to
the holders of such rights at the time of execution of this Agreement.
14. Term. Except with respect to Article 6, which shall survive for the period
of the applicable statute of limitations, this Agreement shall expire upon
delivery of the common stock, as agreed in Article 2c, removal of
restrictions to the common stock and upon satisfaction of all terms and
obligations provided for herein, or mutual agreement.
15. Counterparts. This Agreement may be executed by SABA, SPC and EAMC in
any number of counterparts, each of which shall be deemed an original
instrument, but all of which together shall constitute but one and the same
instrument.
AGREED AND ACCEPTED
WITNESS: ENERGY ASSET MANAGEMENT COMPANY, L.L.C.
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___________________________________ By: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------------------------------- Title: Vice President
WITNESS: SABA ENERGY OF TEXAS, INCORPORATED
-----------------------------------
___________________________________ By:
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
WITNESS: SABA PETROLEUM COMPANY
-----------------------------------
___________________________________ By:
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: President
STATE OF OKLAHOMA )
)ss
COUNTY OF OKLAHOMA )
Before me, a Notary Public in and for said County and State, on this 9th day of
March, 1998, personally appeared ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, to me know to be the
identical person who subscribed the name of the maker thereof to the foregoing
instrument as its Vice President and acknowledged to me that he executed the
same of his free and voluntary act and deed and of the free and voluntary act
and deed of the corporation, for the uses and purposes therein set forth.
Given under my hand and seal of office the day and year last above written.
--------------------------------
Notary Public
My commission expires August 17, ▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ )
)ss
COUNTY OF OKLAHOMA )
Before me, a Notary Public in and for said County and State, on this 9th day of
March, 1998, personally appeared ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, to me know to be the
identical person who subscribed the name of the maker thereof to the foregoing
instrument as its President and acknowledged to me that he executed the same of
his free and voluntary act and deed and of the free and voluntary act and deed
of the corporation, for the uses and purposes therein set forth.
Given under my hand and seal of office the day and year last above written.
--------------------------------
Notary Public
My commission expires August 17, ▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ )
)ss
COUNTY OF OKLAHOMA )
Before me, a Notary Public in and for said County and State, on this 9th day of
March, 1998, personally appeared ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, to me know to be the identical
person who subscribed the name of the maker thereof to the foregoing instrument
as its President and acknowledged to me that he executed the same of his free
and voluntary act and deed and of the free and voluntary act and deed of the
corporation, for the uses and purposes therein set forth.
Given under my hand and seal of office the day and year last above written.
--------------------------------
Notary Public
My commission expires August 17, 1998
EXHIBIT "A"
Attached to and made a part of that certain Exchange Agreement dated March 6,
1998, by and between ENERGY ASSET MANAGEMENT COMPANY, L.L.C., SABA ENERGY OF
TEXAS, INCORPORATED and SABA PETROLEUM COMPANY
A) LA001: That certain Lease for Oil, Gas and Other Liquid or Gaseous
Minerals dated August 16, 1982, by and between the State Mineral Board of the
State of Louisiana (State Lease No. 10394), as Lessor, and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
▇▇., as Lessee, filed for record in Entry No. 1027740, Mineral Book 38, Folio
436 of the records of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Louisiana; and as amended by that
certain Correction of State Mineral Lease No. 10394 dated March 17, 1983, filed
for record in Entry No. 83-22790 of the records of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Louisiana.
[CCHC #171480A]
B) LA002: That certain Oil and Gas Lease dated May 1, 1982, by
and between The Louisiana Land and Exploration Company, as
Lessor, and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., as Lessee, to which a
recording memorandum entitled Declaration has been filed for
record in Entry No. 1015347, Mineral Book 38, Folio 255 of the
records of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Louisiana. [CCHC #171480B]
C) LA003: That certain Lease for Oil, Gas and Other Liquid or
Gaseous Minerals dated June 13, 1983, by and between the State
Mineral Board of the State of Louisiana (State Lease No.
10808), as Lessor, and Primary Fuels, Inc., as Lessee, filed
for record in Mineral Book 39, Folio 576 of the records of
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Louisiana and in COB Book 571, Folio 664 of
the records of Plaquemines Parish, Louisiana [CCHC #171481]
D) LA004: That certain Oil and Gas Lease dated April 15, 1983, by
and between The Louisiana Land and Exploration Company, as
Lessor, and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., as Lessee, to which a
recording memorandum entitled Declaration has been filed for
record in Entry No. 8318074, Mineral Book 39, Folio 146 of the
records of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Louisiana and in COB Book 565,
Folio 941 of the records of Plaquemines Parish, Louisiana.
[CCHC #171482]
E) LA005: That certain Oil, Gas and Other Hydrocarbon Standard
Development Lease dated November 7, 1990, by and between
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, et al., as Lessor, and Wm. ▇▇▇▇▇▇, Inc.,
as Lessee, filed for record in Entry No. 9104193, COB Book
2930, Folio 213 of the records of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Louisiana,
as amended by that certain Lease Amendment and Extension
Agreement dated August 11, 1994 filed for record in Entry NO.
09449744, COB Book 2902, Folio 396 of the records of ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, Louisiana. [CCHC #171634]
F) LA006: That certain Oil and Gas Lease dated July 1, 1991, by
and between The Louisiana Land and Exploration Company, as
Lessor, and Corpus Christi Hydrocarbons Company, as Lessee, to
which a recording memorandum entitled Declaration has been
filed for record in Entry No. 9138700, Mineral Book 119, Folio
323 of the records of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Louisiana. [CCHC
#171647]
G) LA016: That certain oil, gas and mineral lease effective
November 8, 1928, granted by the Board of Levee Commissions of
the Orleans Levee District in favor of Humble Oil & Refining
Company, recorded in COB 66, Folio 518, LESS AND EXCEPT land
lying within the surface boundaries of the Pengo Petroleum,
Inc. Voluntary ▇▇▇▇ "▇" created by instrument dated effective
July 1, 1978, recorded in COB 482, Folio 429, Entry No. 76
containing 132.846 acres, more or less, from the surface down
to the stratigraphic equivalent of the base of the TEXT W Sand
seen at a depth of 13,500 feet measured depth on the ISF-Sonic
Log, Run No. 1, for the Orleans Levee Board B-1 Well, dated
November 10, 1975, but not less and except the MIO 10 Sand as
found at 9,500 feet to 10,240 feet measured depth on the
ISF-Sonic Log, Run No. 1 for the Orleans Levee Board B-1 Well,
dated November 10, 1975.
H.) LA017: That certain oil, gas and mineral lease granted by the
State of Louisiana to ▇. ▇. ▇▇▇▇▇▇, effective January 23, 1936,
recorded in COB 81, Folio 4, designated State Lease 335, as to
all land covered thereby lying in Townships 17 and 18 South,
Range 15 East LESS AND ECEPT (1) lands and depths released
therefrom on November 1, 1943, July 30, 1974, February 5, 1986
and September 7, 1989 and (2) all land lying within the surface
boundaries of the Pengo Petroleum, Inc. Voluntary ▇▇▇▇ "▇"
created by instrument dated effective July 1, 1978, recorded in
COB 482, Folio 429, Entry No. 76, containing 132.846 acres more
or less, from the surface to the stratigraphic equivalent of
the base of the TEXT W Sand seen at a depth of 13,500 feet
measured depth on the ISF-Sonic Log, Run No. 1, for the Orleans
Levee Board B-1 Well, dated November 10, 1975, but not less and
except the Mio10 Sand as found at 9,500 feet to 10,240 feet
measured depth on the ISF-Sonic Log, Run No. 1 for the Orleans
Levee Board B-1 Well, dated November 10, 1975.
I.) LA018: That certain oil, gas and mineral lease dated effective
November 21, 1941, granted by the State of Louisiana in favor
of Humble Oil & Refining Company, recorded in COB 105, Folio
392, designated State Lease 508, LESS AND EXCEPT (1) forty
acres surrounding the State Lease 508 No. 13 Well described as
beginning at the point X-2,517,580.06 and Y-307,462.15, then
South 36(degree) 36' 35" East 1,320 feet, then south 53(degree)
23' 25" West 1,320 feet, then North 36(degree) 36' 35" West
1,320 feet, then North 53(degree) 23' 25" East 1,320 feet to
the point of beginning as to all depths from the surface to 100
feet below the stratigraphic equivalent of the base of the MIO
12F Sand seen at 11,818 feet (log depth) on the electric log
for the Humble State Lease 508 No. 5 Well, (2) forty acres
surrounding the State Lease 508 No. 15/15-▇ ▇▇▇▇▇ described as
beginning at the point X-2,517,715.00 and Y=307,443.15, then
North 60(degree) East 1,320 feet, then South 30(degree) East
1,320 feet, then South 60(degree) West 1,320 feet, then North
30(degree) West 1,320 feet to the point of beginning as to all
depths from the surface to 100 feet below the stratigraphic
equivalent of the base of the MIO 12F Sand seen at 11,818 feet
(log depth) in the State Lease 508 No. 5 Well and (3) all land
and depths released therefrom on May 6, 1971, September 9,
1983, September 5, 1991, and July30, 1992.
J) (LA019) That certain oil, gas and mineral lease effective March
11, 1947 granted by Board of Levee Commissioners of the Orleans
Levee District to The Superior Oil Company, recorded in COB
130, Folio 556, LESS AND EXCEPT (1) land and depths released on
March 18, 1985, (2) the 160 acres of the lease in Sections 3
and 10, Township 18 South, Range 15 East reserved by The
Superior Oil Company from the sublease to Gulf Oil Corporation
and Humble Oil & Refining Company on December 2, 1959 (3) land
lying within the surface boundaries of the Pengo Petroleum,
Inc. Voluntary ▇▇▇▇ "▇" created by instrument effective July 1,
1978, recorded in COB 482, Folio 429, Entry No. 76, containing
132.846 acres from the surface to the stratigraphic equivalent
of the base of the TEXT W Sand seen at a depth of 13,500 feet
measured depth on the ISF-Sonic Log, Run No. 1, for the Orleans
Levee Board B-1 Well, dated November 10, 1975, but not less and
except the MIO 10 Sand as found at 9,500 feet to 10,240 feet
measured depth on the ISF-Sonic Log, Run No. 1 for the Orleans
Levee Board B-1 Well, dated November 10, 1975.
1) Any and all leasehold interests in oil, gas, or other minerals, including
working interests, carried working interests, rights of assignment and
reassignment, reversionary interests, and other interests under or in oil, gas
or mineral leases and interests in rights to explore for and produce oil, gas,
and other minerals;
2) Any and all rights and interests in or derived from unit agreements, orders
and decisions of state and federal regulatory authorities establishing units,
joint operating agreements, enhanced recovery and injection agreements, farmout
agreements and farmin agreements, options, drilling agreements, product sales
agreements, exploration agreements, assignments of operating rights, working
interests, subleases, and any and all other agreements to the extent they
pertain to the Assigned Premises (excluding, however, any contracts or
agreements that by their own terms are not transferable);
3) Any and all rights-of-way, easements, servitudes and franchises acquired or
used in connection with operations for the exploration and production of oil,
gas, or other minerals from the Assigned Premises, including those which may be
off the Assigned Premises but are attributable to the production and operation
of the Assigned Premises;
4) Any and all permits and licenses of any nature owned, held, or
operated in connection with operations for the exploration and production
of oil, gas or other minerals, to the extent such permits and licenses are
transferable;
5) Any and all producing, non-producing, shut-in and temporarily
abandoned oil and gas ▇▇▇▇▇, salt water disposal ▇▇▇▇▇ and water ▇▇▇▇▇.
6) Any and all surface and down-hole equipment, fixtures, related inventory,
gathering and treating facilities, production barges, crew boats, pipe, tubing,
casing and equipment, used in connection with the properties described in
paragraphs 1-5 hereinabove 
