SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report
April 29, 1996
Rio Grande, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-8287 74-1973357
(Commission File Number) (I.R.S. Employer Identification Number)
10101 Reunion Place, Suite 210
San Antonio, Texas 78216-4156
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(210) 308-8000
<PAGE>
Item 2. Acquisition or Disposition of Assets
On April 12, 1996, Rio Grande Offshore, Ltd., a wholly-owned affiliate
of Rio Grande, Inc. (the "Company), acquired 31 oil and gas leasehold interests
located in Louisiana and Mississippi from Belle Oil, Inc., Belle Exploration,
Inc., Louisiana Well Service Co., Alton J. Ogden, Jr. Alton J. Ogden, Sr. and
Jeff L. Burkhalter ("Belle Acquisition") for approximately $2.9 million.
Twenty-three of the leasehold interests will be operated by Rio Grande Drilling
Company effective May 1, 1996. Funds for the acquisition were borrowed from
Comerica Bank - Texas pursuant to the senior credit facility executed on May 8,
1996. The description of the Belle Acquisition is qualified in its entirety by
reference to the Purchase and Sale Agreement, which is attached as an Exhibit to
this report.
Item 7. Financial Statements and Exhibits
(a) Financial Statements
Because the historical financial records for the acquisition
of the Belle properties were not accessible from the seller
prior to the closing date, it is impracticable to provide the
required financial statements for the acquisition at the time
this Form 8-K is filed. The Company anticipates that the
required financial information relative to the Belle
acquisition will be filed in a Form 8-KSB prior to May 11,
1996.
(b) Exhibits
Number Document
10.3 Purchase and Sale Agreement between Belle
Oil, Inc., Belle Exploration, Inc., Louisiana
Well Service Co., Alton J. Ogden, Jr. Alton J.
Ogden, Sr., Jeff L. Burkhalter and Rio Grande
Offshore, Ltd.
Page 2
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SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
RIO GRANDE, INC.
By: /s/
Guy Bob Buschman, President
Dated: April 26, 1996
Page 3
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
10.3 Purchase and Sale Agreement between Belle Oil,
Inc., Belle Exploration, Inc., Louisiana Well
Service Co., Alton J. Ogden, Jr. Alton J. Ogden,
Sr., Jeff L. Burkhalter and Rio Grande Offshore,
Ltd.
Page 4
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Exhibit 10.3 Page 1 of 53
PURCHASE AND SALE AGREEMENT
This Agreement (this "Agreement") made and entered into this the 8th
day of March , 1996, by and between the undersigned BELLE OIL, INC.; BELLE
EXPLORATION, INC.; LOUISIANA WELL SERVICE CO., A LOUISIANA CORPORATION; ALTON J.
OGDEN, JR.; ALTON J. OGDEN, SR., and JEFF L. BURKHALTER (referred to in this
Agreement collectively as "Seller") and RIO GRANDE OFFSHORE, LTD., 10101 Reunion
Place, Union Square, Suite 210, San Antonio, Texas, 78216 (referred to in this
Agreement as "Buyer") will evidence the Agreement of Seller to sell and convey
to Buyer, and the agreement of Buyer to purchase and acquire from Seller, the
oil and gas leasehold interests and estates, working interests, contract rights
and interests in personal property and equipment described in Exhibit "A" to
this Agreement upon the following terms and conditions:
1. Definitions of the Properties. The interests, rights and properties
described on Exhibit "A" to this Agreement are referred to in this Agreement
collectively as the "Properties." The rights to an interest in each well
identified as an individual line item on Exhibit "A" are referred to separately
as "Property."
2. Purchase Price. The Purchase Price (the "Purchase Price") for the
Properties is the sum of Two Million Nine Hundred Eighty Thousand Dollars
($2,980,000.00) payable as provided in Paragraph 7.1 herein.
3. Representations of Seller. Seller represents that:
3.1. Subject to other terms of this Agreement, including (and without
limitation) the special warranty of title by Seller to be contained in
the Assignment, Bill of Sale and Conveyance, Exhibit "B", to be
delivered by Seller to Buyer at Closing, Seller represents that Seller
owns the respective Properties as set forth on Exhibit "A" free and
clear of any Title Defects.
3.2. To the best of Seller's knowledge, there are no actions, suits,
charges, investigations or proceedings, pending or threatened, before
any court or agency that would result in a loss or impairment of
Seller's title to any of the Properties, obstruct operation of the
Properties, or significantly reduce the value of the Properties.
3.3. To the best of Seller's knowledge, each Property is being operated
in compliance, where applicable, with all applicable laws, rules and
regulations of the Louisiana Department of Conservation, the State Oil
& Gas Board of Mississippi, the Bureau of Land Management of the U.S.
Department of the Interior, the U.S. Army Corps of Engineers, the U.S.
Environmental Protection Agency, the U.S. Fish and Wildlife Service,
and any other governmental agency or authority having jurisdiction.
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Exhibit 10.3 Page 2 of 53
3.4. To the best of Seller's knowledge, there are no agreements or
circumstances which would require Buyer to deliver hydrocarbons from a
Property at some future time without receiving full payment for such
production or which would require Buyer to make payments at some time
for hydrocarbons already produced and sold from a Property.
3.5. To the best of Seller's knowledge, Seller is not in default or
violation of any tax obligations, loan obligations, legal requirements
or any oil and gas leases comprising a part or all of the Properties or
any contracts or agreements relating thereto, and the same are in full
force and effect.
3.6. If a working interest owner has been designated by Seller as its
representative with respect to the marketing of hydrocarbons
attributable to any of the Properties, that designation of
representation can be cancelled upon no more than thirty (30) days
written notice by Seller or Seller's successor in interest.
3.7. To the best of Seller's knowledge, there has been no release of
reportable quantities of hazardous substance on or from any of the
Properties, nor is there any environmental condition on or affecting
any of the Properties that currently require remediation under any
existing law or regulation, nor have any of the Properties been used as
storage or disposal facilities for any hazardous or industrial wastes.
3.8. There are no outstanding AFE's, non-consent elections, cash calls
or similar proposals for operations affecting any of the Properties.
3.9. Seller's interests are not subject to any existing non-consent
penalties or farmouts that would reduce Buyer's right to receive
proceeds attributable to its interests below those set forth on Exhibit
"A".
3.10. Seller is duly authorized and has full authority to enter into
this Agreement, and to perform its obligations at Closing.
3.11. To the best of Seller's knowledge, there are no preferential
rights to purchase or required consents to assignments that pertain to
Buyer's acquisition of the Property other than those set forth on
Exhibit "A", and provided for by Section 8.6 hereof.
4. Title Adjustments to Purchase Price.
4.1. The Purchase Price has been calculated on the basis of Seller
owning the net revenue interests shown on Exhibit "A" in the oil and
gas in and under the Properties and that such may be produced from the
leases and lands comprising the Properties. The parties agree to
allocate the Purchase Price among the Properties for all purposes in
accordance with the allocation schedule attached hereto as Exhibit "C"
(the "Allocated Values"). If Seller's net revenue interest in a
particular Property or Properties, as shown on Exhibit "A", is greater
or less than that shown, the Purchase Price described in Paragraph 2
above shall be increased or decreased to reflect such change using the
Allocated Value of such Property or Properties as shown on Exhibit "C".
4.2. Buyer shall, at Buyer's cost and with due diligence, make such
examination of Seller's title to the Properties as Buyer may elect to
make. Seller will request the Operator of each of the Properties to
make available at its offices for Buyer's examination (during normal
business hours) and, if requested, copying (at Buyer's cost), all such
Operator's lease and title files relating to such
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Exhibit 10.3 Page 3 of 53
Properties as presently constituted, and all title opinions, abstracts,
status reports, division orders, leases, assignments, farmouts, any
title curative information, correspondence with the mineral, royalty
and/or working interest owners relating to the Properties in questions,
rental records, conventional cores and other information regarding
titles, claims of title, litigation and/or threatened litigation, well
files, regulatory files, environmental claims or liability, and other
material, information or data relating to such Properties. In addition,
Seller shall promptly furnish Buyer a copy of all hydrocarbons sales
contracts, designations of Seller's representative or other marketing
agency agreements, hydrocarbon processing transportation and treating
agreements, operating agreements, partnership agreements, venture
agreements and all amendments to each relating to the Properties which
are still in force and effect, and schedules showing the status of any
"non-consent" operations and "payout" of same; all outstanding AFE's,
drilling proposals or other proposals that might affect construction or
operation of the Properties, the status of any gas balancing, take or
pay, or similar arrangements; and any over production/under production
of allowables relating to the Properties. Seller shall not be obligated
to provide any title information or materials except for those which
may be presently contained in the files of Seller or the respective
Operators of the Properties.
4.3. For the purpose of this Agreement, a "Title Defect" shall mean one
(or more) of the following:
(i) Seller's title as to one or more of the Properties is subject to an
outstanding deed of trust, judgment lien, lis pendens notice,
litigation, or other lien or adverse claim which will survive the
Closing.
(ii) Seller owns less than ninety-five percent (95%) of the net revenue
interest attributed to Seller in Exhibit "A" in any of the Properties
shown on Exhibit "A" to this Agreement.
(iii) Seller's interest in any of the Properties is subject to
reduction greater than that permitted in Section 4.3(ii) above because
of a reversionary, back-in, net profits interest, production payment,
or similar right, provision or condition which is not disclosed in the
agreements described or referred to on Exhibit "A" that would reduce
Buyer's interest or obligate Buyer to make any retroactive or future
payment or expenditure to maintain such interest or avoid damages or
liability; provided, however, that the existence of the operating
agreements and farmout agreements described or referred to on Exhibit
"A" to this Agreement shall not be considered a Title Defect.
(iv) Seller's interest in any Property, or Properties, is subject to
actual or potential liabilities not disclosed on Exhibit "A" which
would, in Buyer's opinion, materially impair the value of the Property.
(v) Seller's interest in any Property, or Properties, is subject to a
preferential right to purchase or required consent to assignment which
cannot be satisfied or waived prior to Closing, except for the proforma
approval of the Louisiana State Mineral Board of the assignment of
Louisiana State Leases and for the proforma approval of the Bureau of
Land Management of the U.S. Department of the Interior which cannot be
obtained except after the fact.
4.4. On or before the 28th day of March, 1996, at 1:00 P.M., San
Antonio, Texas, time, Buyer will notify Seller in writing (whether by
mail, personal delivery or facsimile transmission) of any Title
Defect(s) which Buyer, in good faith, believes exist(s) in Seller's
title to one or more of the Properties (including with such notice any
attorney's written opinion on title expressing the
<PAGE>
Exhibit 10.3 Page 4 of 53
objection(s) upon which such Title Defect(s) is (are) based, and
specifying what is required to cure the same. Such notice shall also
specify the amount of reduction in the Purchase Price computed as
hereinabove provided. If Buyer does not notify Seller of any Title
Defect(s) in Seller's title to the Properties on or before the Closing
Date, it will be deemed that Buyer has accepted Seller's title to the
Properties and that no Title Defect(s) exist.
4.5. If Buyer delivers to Seller notice(s) of Title Defect(s), Seller
and Buyer can mutually agree to extend the Closing for thirty (30) days
(the "Cure Period"), within which to cure such Title Defect(s) and
furnish Buyer evidence thereof reasonably satisfactory to Buyer. If
Seller is unable to cure the Title Defect(s) within the Cure Period,
and the parties do not agree in writing to an extension of the Cure
Period, Seller may elect to proceed to Closing, and the Purchase Price
shall be reduced as hereinabove provided. If Seller is unwilling to
sell the Property for the Adjusted Price, either Buyer or Seller shall
have the right to terminate this Agreement by giving written notice of
such termination to the other party. Buyer may waive any such Title
Defect(s) and close the purchase and sale transaction as contemplated
by this Agreement, provided Seller agrees to indemnify Buyer against
any losses, claims or damages actually sustained by Buyer due to such
Title Defect(s) which arose by, through or under the Seller.
4.6. Seller and Buyer will mutually cooperate in attempting to cure any
Title Defect(s) relating to Seller's title to the Properties.
4.7. In the event Buyer elects not to purchase a Property or Properties
because of a Title Defect or Title Defects or reduces the Allocated
Value of a Property or Properties and the sum of the value adjustment
decrease of the Purchase Price is Fifty Thousand Dollars ($50,000.00)
or greater, either party hereto may elect to terminate this Purchase
and Sale Agreement and the parties shall be relieved of all obligations
hereunder. Any such election shall be made within five (5) days of the
ascertainment of the value adjustment decrease, and if not so elected
and notice delivered to the other party within said time, the right to
terminate shall be deemed to have been waived.
5. Environmental Review. Buyer may test, evaluate, and otherwise
conduct an environmental investigation of any or all of the Properties for
actual and potential environmental damage or liability, if any. If the
Environmental Review reflects actual or potential environmental damages or
liabilities which would cause a material reduction in the value of the
Properties, Buyer shall have the option to either terminate this Agreement as to
such Properties and reduce the Purchase Price as hereinabove provided, or waive
the requirement or condition which caused such termination right to exist. Any
actual or potential environmental damage or liability effecting this right of
termination shall be of such nature, extent or consequence that under current
statutes or regulations regarding such matters, a reasonable, prudent person
would regard it as a material potential environmental damage or liability. Buyer
may exercise such option to terminate, if applicable, at or before the Closing
Date.
6. NORM. It is expressly recognized and acknowledged that naturally
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Exhibit 10.3 Page 5 of 53
occurring radioactive material ("NORM") may be associated with oil and gas
producing operations, and as a result, the facilities and production equipment
transferred herein may be contaminated by NORM. Accordingly, Buyer shall comply
with the applicable federal and applicable state laws and regulations governing
(a) NORM and (b) facilities and equipment contaminated by or containing NORM.
Buyer expressly assumes the obligation of disposal of equipment and/or of
deposits and scale contained therein pursuant to the regulations of any
governmental agencies having jurisdiction, regardless of whether the NORM, if
any, was deposited before or after the Effective Date.
7. Closing. The parties shall attempt in good faith to close the
purchase and sale contemplated by this Agreement on April 3, 1996, but in any
event not later than the first of the month after the time provided herein for
Seller to cure any Title Defects. Closing shall take place at 10:00 A.M. on said
date in the office of Buyer, in San Antonio, Texas, or at such other place and
time agreed upon between Buyer and Seller. The Effective Date of the purchase
and sale contemplated by this Agreement shall be at 7:00 A.M. on the 1st day of
November, 1995. At Closing:
7.1. Buyer shall deliver to Seller payment of one-half (1/2) of the
purchase price set forth in Paragraph 2 herein adjusted as provided in
Paragraph 11 herein. Said payment shall be made by wire transfer,
certified or cashier's check or immediately available funds. The
remaining part of the purchase price determined as herein provided
shall be paid to Seller in like fashion not earlier than June 1, 1996,
nor later than August 30, 1996. The second payment of one-half (1/2) of
the purchase price shall be evidenced by a promissory note in the same
amount as the payment made on the closing date, which note shall be
subject to increases and decreases in the principal as provided in this
Purchase and Sale Agreement. The promissory note shall be in the form
attached hereto as Exhibit "D" and secured by a Deed of Trust,
Mortgage, Assignment and Security Agreement in the form attached hereto
as Exhibit "E", together with such other forms as might be necessary to
grant Seller a security interest under the Mississippi Uniform
Commercial Code.
7.2. Seller shall concurrently deliver to Buyer a properly executed,
acknowledged Assignment, Bill of Sale and Conveyance conveying the
Properties to Buyer, which instrument shall contain the usual and
customary provisions generally found in similar documents, including
the pertinent provisions contained in the Assignment attached hereto as
Exhibit "B".
8. Conditions to Obligations of Buyer at Closing. The obligations of
Buyer to purchase the Properties under and pursuant to this Agreement is subject
to the satisfaction, at or before the Closing Date of the following conditions:
8.1. Compliance; Accuracy of Representations. Except as otherwise
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Exhibit 10.3 Page 6 of 53
provided in this Agreement, Seller shall have performed, satisfied and
complied in all material respects with all covenants, agreements and
conditions required by this Agreement to be performed, satisfied or
complied with, by, on or before the Closing Date; and all
representations and warranties of Seller in this Agreement shall be
true and correct on and as of the Closing Date with the same force and
effect as though they had been made on the Closing Date.
8.2. No Order or Lawsuits. No order, writ, injunction or decree shall
have been entered and be in effect by any court of competent
jurisdiction or any governmental authority, and no law shall have been
promulgated or enacted and be in effect that restrains, enjoins or
invalidates the transactions contemplated hereby. No proceeding
initiated by a third person shall be pending before any court or
governmental authority seeking to restrain or prohibit or declare
illegal, or seeking substantial damages in connection with, the
transactions contemplated by this Agreement.
8.3. No Material Adverse Change. Since the Effective Date, there shall
not have been a material adverse effect. "Material Adverse Effect"
shall mean any circumstance, change, development or event which has had
or is reasonably expected to have a material adverse effect on the
Properties or the operations, earnings or prospects with respect
thereto; provided that the term "Material Adverse Effect" shall not
include changes in the general economy, the industry or changes in law
or the governmental authority's policy, orders or opinions.
8.4. Conveyance Documents. Seller shall have duly executed and
delivered to Buyer the Conveyance Documents.
8.5. Authority to Sell. Seller shall deliver to Buyer's office
certified copies of the corporate resolution(s) authorizing the sale to
Buyer and specifically designating the signatory officer as agent of
the corporation to execute and deliver to Buyer the Conveyance
Documents.
8.6. Third Party and Governmental Consents. Seller shall have obtained
all third party and governmental consents or waivers necessary to
consummate the transactions contemplated by this Agreement in form and
substance reasonably satisfactory to Buyer except for a proforma
approval of the Louisiana State Mineral Board of the assignment of
Louisiana State Leases and the proforma approval of the Bureau of Land
Management of the U.S. Department of the Interior which cannot be
obtained in advance.
8.7 Operating Agreements. Seller shall deliver signed Operating
Agreements for all Properties where Seller is currently designated the
Operator and such Operating Agreements are in existence, except for
those Properties where Seller owns all of the operating rights.
9. Conditions to Obligations of Seller at Closing. The obligations of
Seller to sell the Properties under and pursuant to this Agreement is subject to
the satisfaction, at or before the Closing Date, of the following conditions:
9.1. Compliance; Accuracy of Representations. Except as otherwise
provided in this Agreement, Buyer shall have performed, satisfied and
complied in all material respects with all covenants, agreements and
conditions required by this Agreement to be performed, satisfied or
complied with, by, on or before the Closing Date; and all
representations and warranties of Buyer in this Agreement shall be true
and correct on and as of the Closing Date with the same force and
effect as though they had been made on the Closing Date.
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Exhibit 10.3 Page 7 of 53
9.2. No Order or Lawsuits. No order, writ, injunction or decree shall
have been entered and be in effect by any court of competent
jurisdiction or any governmental authority, and no law shall have been
promulgated or enacted and be in effect that restrains, enjoins or
invalidates the transactions contemplated hereby. No proceeding
initiated by a third person shall be pending before any court or
governmental authority seeking to restrain or prohibit or declare
illegal, or seeking substantial damages in connection with, the
transactions contemplated by this Agreement.
9.3. Authority to Purchase. Buyer shall deliver to Seller's office
certified copies of the corporate resolution(s) authorizing the
purchase from Seller and specifically designating the signatory officer
as agent of the corporation to execute and receive from Seller the
Conveyance Documents.
9.4. Buyer shall have tendered to Seller simultaneously with the tender
of the transfer documents the Purchase Price and Promissory Note and
Security Agreements required by Paragraph 2.
9.5. Buyer is, and until Closing shall continue to be an entity duly
organized and validly existing under the laws of the State of Texas and
in good standing under the laws of the State of Mississippi.
9.6. No consent, approval, waiver, order or authorization of, or
registration, declaration or filing with any governmental authorities
is required to be obtained or made in conjunction with the execution,
delivery or consummation of the transactions contemplated by this
Agreement.
10. Assumption of Liabilities. Except as herein otherwise provided,
Seller shall remain responsible for all claims relating to drilling, operations,
production and sale of hydrocarbons from the Properties and the proper
accounting and payment to parties for their interests therein, and any
retroactive payment, refunds or penalties to any party or entity relating
thereto, insofar as such claims relate to occurrences and period of time prior
to the Effective Date, and Seller shall defend, indemnify and hold Buyer
harmless from all such claims. Buyer shall be responsible for all of said types
of claims insofar as they relate to occurrences and periods of time from and
after the Effective Date.
11. Adjusted Purchase Price. Pursuant to the provisions as described
above, the Purchase Price for the Property will be subject to certain
adjustments on the Closing Date.
11.1. Closing Statement. Seller will deliver to Buyer three (3) days
prior to the Closing Date, a statement (the "Closing Statement"),
setting forth the adjustments to the Purchase Price as provided by 11.2
and 11.3 to arrive at the Adjusted Purchase Price. The Closing
Statement shall be prepared in accordance with customary accounting
principles used in the oil and gas industry. Within ninety (90) days
after the Closing Date, or August 1, 1996, whichever date is earlier, a
"Final Closing Statement" will be prepared by the Seller to determine
the "Final Adjusted Purchase Price".
11.2. As of the Effective Date, the Purchase Price shall be increased
by the following amounts (without duplication):
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Exhibit 10.3 Page 8 of 53
11.2a. An amount equal to the costs and expenses that are
attributable to the Sellers' working interest in the Properties
for the period from and after the Effective Date which were
paid by Seller, either before or after the Effective Date;
11.2b. An amount equal to the interest of Seller in the
quantity of unsold merchantable oil produced from the
Properties before the Effective Date and in storage on the
Effective Date, multiplied by the posted price for such oil on
the Effective Date, net of all applicable taxes and royalties;
11.2c. By the actual amount equal to that pro-rated part of all
ad valorem taxes, delay rentals, shut-in royalties and minimum
royalties and renewal bonuses with respect to the Properties
that would have otherwise expired after the Effective Date,
that were paid by the Seller before or after the Effective
Date, and that are attributable to the Properties for a period
after the Effective Date;
11.2d. An amount equal to the increase in the value of any
property occasioned by an error in the net revenue interest
shown on Exhibit "C".
11.3. The Purchase Price will be decreased by the following amounts:
11.3a. An amount equal to the proceeds received by the Seller
for the sale of products produced after the Effective Date, net
of all applicable taxes and royalties;
11.3b. The allocated value of any Property deleted from this
transaction for a Title Defect pursuant to Section 4.3 hereof;
11.3c. An amount equal to all unpaid ad valorem taxes or similar
taxes attributable to the period before the Effective Date;
11.3d. An amount equal to all vendor accounts payable
attributable to the period prior to the Effective Date;
11.3e. An amount equal to the decrease in value of any Property
occasioned by an error in the net revenue interest shown on
Exhibit "C";
11.3f. By an amount attributable to any reduction pursuant to a
casualty loss which occurs between the Effective Date and the
Closing Date as provided by Section 13.
11.4. Final Closing. Within thirty (30) days after Buyer's receipt of
the Final Closing Statement, and subject to review and verification of
that Final Closing Statement, Buyer will either deliver to or receive
from the Seller, as the case may be, a cash payment to balance the
Final Adjusted Price.
12. Further Assurances. Each party shall execute and deliver to the
other such further instruments, and take such other actions reasonably necessary
to carry out the intent of this Agreement. Seller agrees to execute appropriate
transfer orders or letters in lieu of transfer orders effective on the Effective
Date promptly.
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Exhibit 10.3 Page 9 of 53
13. Loss. Any loss to the wells located on the Properties between the
Effective Date and the Date of Closing, resulting from fire, lightning, storm or
other casualty or from negligence of Seller, its operator, agents or employees,
or breach of this Agreement by Seller, shall be borne by Seller, and Buyer shall
have the right to terminate this Agreement as to any such Property, adjusting
the Purchase Price as herein provided.
14. Data Delivery. At Closing, Seller shall make available to Buyer its
lease, title, well, certificate of authority to sell, Louisiana Department of
Conservation and Mississippi State Oil & Gas Board files, all relevant maps, and
all other files, records, materials and information relating to the Properties
including, but not limited to, well logs and well records, and filing with
appropriate governmental authorities. Seller shall provide Buyer with continuing
access to all such data in Seller's possession and permit Buyer, at Buyer's
expense, to copy any such data during reasonable office hours of Seller.
15. Transfer Orders, Designation of Operator and Notices. At Closing,
Buyer and Seller shall execute such transfer orders, division orders or letters
in lieu thereof, and Change of Operator agreements on appropriate regulatory
agency forms as are necessary to effectuate this transaction and allow Buyer to
realize fully its rights and interests after Closing. Such documents shall be
delivered to Buyer at Closing, and Buyer shall execute all Change of Operator
forms required by regulatory agencies, promptly filing the same with the
appropriate agency.
16. Confidentiality. A material part of the consideration to be paid to
Seller pursuant to this Agreement is given in exchange for the agreement by
Seller to keep this Agreement and all terms thereof, including, but not limited
to, Purchase Price, and other provisions in strictest confidence prior to the
Closing Date. Prior to the Closing Date, or if this Agreement is terminated or
otherwise not closed, neither Seller nor Buyer will reveal or disclose any
information relating hereto to any person or entity that is not a party to this
Agreement (other than Seller's attorneys, accountants, employees, agents, and
bankers and except as required by legal process) without the prior written
consent of the other party.
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Exhibit 10.3 Page 10 of 53
All data furnished to Buyer by Seller will be on a confidential basis.
Buyer will not remove any data from Seller's office without Seller's permission.
In the event Buyer does not acquire the Properties for any reason, Buyer shall
return all data so removed and all copies to Seller.
17. Prohibited Actions. Prior to the Closing Date, Seller shall not:
17.1. dispose of or make any changes to the Properties, other than
sales of production in the ordinary course of business, or enter into
contracts which affect the Properties and extend beyond Closing or;
17.2. incur any liabilities, encumbrances or liens with respect to the
Properties which are not in the ordinary course of business or
operations, without the prior written consent of Buyer;
17.3. approve or reject any AFE's or other similar proposals for
operations affecting any Property without advising the Buyer;
17.4. waive, release or abandon any material rights or interests
concerning the Properties.
18. Change in Condition or Circumstance. If, at any time prior to
Closing, Seller should become aware that any of the matters represented under
this Agreement are incorrect, untrue or materially incomplete, in the event
Seller receives any AFE or change of operation affecting any Property, or in the
event Seller should become aware of any condition or circumstance that could
create a Material Adverse Effect, then Seller shall immediately notify Buyer in
writing concerning such matters.
19. Disclaimer Regarding Production. Seller hereby expressly negates
and disclaims, and Buyer hereby waives and acknowledges that Seller has not made
any representation or warranty, express or implied, relating to future
production rates, recompletion opportunities, decline rates, geological or
geophysical data or interpretations, the quality, quantity, recoverability or
cost of recovery of any hydrocarbon reserves, any product pricing assumptions,
or the ability to sell or market any hydrocarbons after Closing.
20. Waiver of Trade Practices Acts. To the maximum extent permitted by
law, Buyer hereby waives all provisions of the Louisiana Unfair Trade Practices
and Consumer Protection Law, La. Rev. Stat. Ann. Section 51:1401, et seq. (the
"UTPL").
To the maximum extent permitted by law, Buyer hereby waives all
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Exhibit 10.3 Page 11 of 53
provisions of consumer protection acts, deceptive trade practices acts and other
acts similar to the UTPL in all jurisdictions in which any of the assets are
located.
21. Expenses. Each party shall pay the fees and expenses of its own
professional consultants incurred in connection with this transaction.
22. Brokers. If either party has employed or otherwise incurred any
obligation to pay any firm or person a finder's or broker's fee in connection
with this transaction, the party so incurring the expense shall be solely
responsible therefor.
23. Incorporation of Exhibits. All exhibits to this Agreement
constitute an integral part of and are incorporated in this Agreement.
24. Law. Mississippi law shall govern the rights and obligations of the
parties under this Agreement.
25. Notices. All notices required or permitted to be given hereunder
shall be in writing and shall be deemed to have been given if delivered in
person or by facsimile transmission (FAX) or when deposited with the United
States Postal Service, registered or certified mail, return receipt requested,
postage prepaid, addressed to Buyer or Seller as the case may be at the address
set forth below:
If to Buyers:
Rio Grande Offshore, Ltd.
10101 Reunion Place
Union Square, Suite 210
San Antonio, TX 78216-4156
Attn: Guy Bob Buschman
Telephone: (210) 308-8000
FAX: (210) 308-8111
If to Sellers:
Belle Oil, Inc.
P.O. Box 952
Natchez, MS 39121
Attn: Alton J. Ogden, Jr.
Telephone: (601) 442-6648
FAX: (601) 442-3961.
<PAGE>
Exhibit 10.3 Page 12 of 53
26. Binding. Subject to the other terms of this Agreement, this
Agreement shall be binding upon and shall inure to the benefit of the parties
and their respective heirs, successors and assigns.
Dated and executed as of the date first above written.
SELLER:
BELLE OIL, INC.
BY:
Its
BELLE EXPLORATION, INC.
BY:
Its
LOUISIANA WELL SERVICE CO.
BY:
Its
ALTON J. OGDEN, JR.
ALTON J. OGDEN, SR.
JEFF L. BURKHALTER
BUYER:
RIO GRANDE OFFSHORE, LTD.
BY: RIO GRANDE DRILLING COMPANY,
GENERAL PARTNER
BY:
Guy Bob Buschman, President
<PAGE>
Exhibit 10.3 Page 13 of 53
EXHIBIT "A"
ATTACHED TO AND MADE A PART OF THAT CERTAIN BUY AND SALE
AGREEMENT BY AND BETWEEN BELLE OIL, INC. ET AL AND
RIO GRANDE DRILLING COMPANY, EFFECTIVE NOVEMBER 1, 1995
I. BELMONT LAKE FIELD
WILKINSON COUNTY, MS
WELL W.I. N.R.I. O.R.I. R.I.
Rosenblatt #4 50.611280% 35.694850% 3.025400% 5.477150%
Rosenblatt #5 50.546564% 35.452020% 3.051750% 1.862000%
Rosenblatt #6 42.725000% 30.260820% 3.032225% 3.670245%
UNIT DESCRIPTIONS:
ROSENBLATT NO. 4:
Beginning at the section corner common to Sections 38, 39 and 41,
Township 2 North, Range 4 West, Wilkinson County, Mississippi; run
thence Northeasterly along section line common to said Sections 38 and
41 for 470.13 feet; thence South 71 degrees 15 minutes East for 915.15
feet; thence South 28 degrees 45 minutes West for 206.13 feet to the
arc of a 17 degree 21 minute 44 second curve to the left and having a
radius of 330.0 feet; thence Northwesterly, Westerly, Southwesterly,
Southerly, Southeasterly, Easterly and Northeasterly along the arc of
said curve for 1441.35 feet; thence South 71 degrees 15 minutes East
for 599.68 feet; thence South 23 degrees 47 minutes West for 734.15
feet; thence North 71 degrees 15 minutes West for 1810.0 feet; thence
North 23 degrees 47 minutes East for 963.77 feet to the point of
beginning. The above described tract is situated in Sections 38 and 39,
Township 2 North, Range 4 West, Wilkinson County, Mississippi, and
contains 40.0 acres.
ROSENBLATT NO. 5:
Commencing at the section corner common to Sections 38, 39 and 41,
Township 2 North, Range 4 West, Wilkinson County, Mississippi; thence
Northeasterly along the section line common to said Sections 38 and 41
for 470.13 feet to a point; said point hereinafter referred to as the
point of beginning; thence Northeasterly along the section line common
to Sections 38 and 41 for 534.25 feet; thence Southeasterly and
parallel to the north line of Section 38 for 1722.61 feet; thence South
23 degrees 47 minutes West for 1222.56 feet to the most easterly
northeast corner of drilling unit now assigned to the Petrovest, Inc.,
and David M. Smith-Well No. 4; thence Northwesterly along the north
line of said unit
<PAGE>
Exhibit 10.3 Page 14 of 53
for 599.68 feet to the arc of a 17 degree 21 minute 44 second curve to
the right having a radius of 330.0 feet; thence Southeasterly,
Westerly, Northwesterly, Northerly, Northeasterly, Easterly and
Southeasterly along the arc of said curve for 1441.35 feet; thence
North 28 degrees 45 minutes East for 206.13 feet; thence North 71
degrees 15 minutes West for 915.15 feet to the point of beginning. The
above described tract is situated in Sections 38 and 39, Township 2
North, Range 4 West, Wilkinson County, Mississippi, and contains 40.0
acres.
ROSENBLATT NO. 6:
Commencing at the southwest corner of Sections 39, 40 and 41, Township
2 North, Range 4 West, Wilkinson County, Mississippi; run thence
Easterly along the section line common to said Sections 39 and 40 for
1810.0 feet to a point at the southeast corner of the drilling unit now
assigned to the Petrovest, Inc. and David Smith-Well No. 4 Unit, said
point hereinafter referred to as the point of beginning; thence North
23 degrees 47 minutes East for 1810.0 feet; thence Southeasterly and
parallel to the section line common to Sections 37 and 38 for 1033.49
feet; thence South 23 degrees 47 minutes West for 846.23 feet to the
section line common to Sections 38 and 39; thence Northwesterly along
said section line for 126.06 feet; thence South 23 degrees 47 minutes
West for 963.77 feet to the section line common to Sections 39 and 40;
thence Northwesterly along said section line for 907.43 feet to the
point of beginning. The above described tract is situated in Sections
38 and 39, Township 2 North, Range 4 West, Wilkinson County,
Mississippi, and contains 40.0 acres.
LEASE SCHEDULE:
1. No.: 80022-1
Date: 01/01/85
Lessor: Nancy G. Rosenblatt, et al
Lessee: Petrovest, Inc.
Book: 47
Page: 220
2. No.: 80022-10
Date: 03/06/80
Lessor: Lucy Elam, et al
Lessee: William G. Beckett
Book: 5
Page: 487
3. No.: 80022-11
Date: 12/05/84
Lessor: First City National Bank of Ty
Lessee: Charles W. Cook
Book: 46
Page: 219
<PAGE>
Exhibit 10.3 Page 15 of 53
4. No.: 80022-12
Date: 12/18/84
Lessor: L. A. Grelling
Lessee: Petrovest, Inc.
Book: 48
Page: 494
5. No.: 80022-13
Date: 05/12/80
Lessor: J. S. Hudnall
Lessee: William G. Beckett
Book: 7
Page: 63
6. No.: 80022-14
Date: 05/12/80
Lessor: G. W. Pirtle
Lessee: William G. Beckett
Book: 7
Page: 65
7. No.: 80022-15
Date: 07/30/81
Lessor: Ream Interests, Inc.
Lessee: Texas Oil & Gas Corp.
Book: 19
Page: 505
8. No.: 80022-16
Date: 07/14/81
Lessor: S. P. Reynolds
Lessee: Texas Oil & Gas Corp.
Book: 18
Page: 201
9. No.: 80022-17
Date: 08/08/85
Lessor: Royal Oil & Gas Corp.
Lessee: Petrovest, Inc.
Book: 53
Page: 361
<PAGE>
Exhibit 10.3 Page 16 of 53
10. No.: 80022-5
Date: 06/25/85
Lessor: C. E. Schickram
Lessee: Travis Rowe
Book: 51
Page: 472
11. No.: 80022-6
Date: 06/25/85
Lessor: S. Schickram
Lessee: Travis Rowe
Book: 51
Page: 475
12. No.: 80022-7
Date: 11/01/84
Lessor: CCW Interests, Inc.
Lessee: Petrovest, Inc.
Book: 45
Page: 299
13. No.: 80022-18
Date: 05/15/81
Lessor: C. E. Schickram
Lessee: Calto Oil Company
Book: 15
Page: 638
14. No.: 80022-19
Date: 05/15/81
Lessor: S. Schickram
Lessee: Calto Oil Company
Book: 15
Page: 636
15. No.: 80022-2
Date: 01/18/85
Lessor: Phillips Connell Witter
Lessee: Petrovest, Inc.
Book: 48
Page: 8
<PAGE>
Exhibit 10.3 Page 17 of 53
16. No.: 80022-20
Date: 08/31/81
Lessor: Margie Davis Simmons
Lessee: Texas Oil & Gas Corp.
Book: 20
Page: 39
17. No.: 80022-21
Date: 07/30/81
Lessor: Wilmoth Interests, Inc.
Lessee: Texas Oil & Gas Corp.
Book: 18
Page: 260
18. No.: 80022-22
Date: 05/27/81
Lessor: Mattie Mae R. Berry, et al
Lessee: Texas Oil & Gas Corp.
Book: 17
Page: 277
19. No.: 80022-23
Date: 06/08/81
Lessor: Nancy G. Farber, et al
Lessee: Texas Oil & Gas Corp.
Book: 19
Page: 503
20. No.: 80022-24
Date: 10/16/85
Lessor: Janet G. Knelling
Lessee: Petrovest, Inc.
Book: 54
Page: 534
21. No.: 80022-25
Date: 06/10/81
Lessor: Joyce Culbertson Monroe
Lessee: Texas Oil & Gas Corp.
Book: 17
Page: 336
<PAGE>
Exhibit 10.3 Page 18 of 53
22. No.: 80022-8
Date: 04/24/52
Lessor: Margaret Davis
Lessee: Norman Germany
Book: 4-H
Page: 330
23. No.: 80022-9
Date: 05/02/52
Lessor: James Robert Davis, et al
Lessee: Norman Germany
Book: 4-H
Page: 335
24. No.: 80022-26
Date: 06/17/81
Lessor: D. B. Prentiss Estate
Lessee: Texas Oil & Gas Corp.
Book: 17
Page: 279
25. No.: 80022-27
Date: 02/12/86
Lessor: Atlantic Richfield Company
Lessee: Petrovest, Inc.
Book: 59
Page: 556
26. No.: 80022-28
Date: 09/18/86, Recorded 10/16/86
Lessor: Texas Oil & Gas Corp.
Lessee: Petrovest, Inc.
Book: 61
Page: 482
27. No.: 80022-29
Date: 04/15/86, Recorded 10/16/86
Lessor: Germany Exploration/Calto Oil
Lessee: Petrovest, Inc.
Book: 61
Page: 504
<PAGE>
Exhibit 10.3 Page 19 of 53
28. No.: 80022-3
Date: 04/16/80, Recorded 05/15/80
Lessor: Calvin E. Hardin, Jr.
Lessee: William G. Beckett
Book: 6
Page: 92
29. No.: 80022-30
Date: 11/14/86
Lessor: Germany Exploration/Calto Oil
Lessee: Petrovest, Inc.
Book: 63
Page: 331
30. No.: 80022-31
Date: 04/18/87, Recorded 05/07/87
Lessor: Germany Exploration/Calto Oil
Lessee: Petrovest, Inc.
Book: 64
Page: 599
31. No.: 80022-32
Date: 03/28/88
Lessor: Germany Exploration Co.
Lessee: Petrovest, Inc.
Book: 72
Page: 247
32. No.: 80022-4
Date: 04/21/80
Lessor: R. Holcombe Durrett, et al
Lessee: William G. Beckett
Book: 7
Page: 382
<PAGE>
Exhibit 10.3 Page 20 of 53
II. NORTH FORT ADAMS FIELD
WILKINSON COUNTY, MS
WELL W.I. N.R.I.
Rosenblatt #2 53.750000% 38.582650%
Rosenblatt # 4 53.750000% 38.582650%
UNIT DESCRIPTIONS:
ROSENBLATT NO. 2:
From the corner common to Section 41, 44 and 47 (southwest corner of
Section 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
330.0 feet to the most northerly corner of within described tract;
thence South 40 degrees 00' East for 1112.17 feet; thence North 50
degrees 00' East for 785.0 feet; thence South 40 degrees 00' East for
697.83 feet; thence South 50 degrees 00' West for 1445.0 feet; thence
North 40 degrees 00' West for 1810 feet; thence North 50 degrees 00'
East for 330.0 feet to the point of beginning. The above described
tract contains 40 acres, and is located in Section 44 and 46, Township
2 North, Range 4 West, Wilkinson County, Mississippi.
ROSENBLATT NO. 4:
From the corner common to Sections 41, 44 and 47 (Southwest corner of
Section 47), Township 2 North, Range 4 West, Wilkinson County,
Mississippi, go Easterly along the south boundary of Section 47 for 321
feet; thence Southerly at right angles for 1678 feet; thence North 40
degrees 00' West for 330.0 feet to the point of beginning.
Thence from said point of beginning, go South 50 degrees 00' West for
330.0 feet; thence South 40 degrees 00' East for 660.0 feet; thence
South 50 degrees 00' West for 599.47 feet to a point on the boundary
between the Rosenblatt lease and the Stricker lease; thence go the
following courses and distances along said lease boundary: South 67
degrees 33' East 137.83 feet; South 79 degrees 38' East 86.50 feet;
South 83 degrees 31' East 56.72 feet; North 85 degrees 48' East 167.90
feet; North 65 degrees 43' East 22.20 feet; North 36 degrees 28' East
24.30 feet; North 26 degrees 25' East 51.00 feet; South 76 degrees 04'
East 20.60 feet; South 17 degrees 32' East 38.00 feet; South 12 degrees
00' West 34.50 feet; South 62 degrees 32' East 24.00 feet; South 37
degrees 02' West 159.90 feet; South 18 degrees 11' West 127.32 feet;
South 21 degrees 19' West 94.01 feet; South 31 degrees 33' West 64.86
feet; and South 40 degrees 45' West 42.52 feet; thence leaving said
boundary, go South 40 degrees 00' East for 496.48 feet; thence North 50
degrees 00' East for 1343.94 feet; thence North 40 degrees 00' West for
425.22 feet to the most southerly corner of the Pex Petroleum
Company-Rosenblatt No. 2 Drilling Unit; thence continue North 40
degrees 00' West along the southwesterly boundary of said No. 2
<PAGE>
Exhibit 10.3 Page 21 of 53
Drilling Unit for 1310.00 feet; thence leaving unit boundary, go South
50 degrees 00' West for 330.00 feet to the point of beginning. The
above described tract contains 40.0 acres and is located in Sections 45
and 46, Township 2 North, Range 4 West, Wilkinson County, Mississippi.
LEASE SCHEDULE:
1. No.: 1
Date: 10/16/61
Lessor: S. Schickram & C. E. Schickram
Lessee: Sinclair Oil & Gas Company
Book: 5-B
Page: 33
2. No.: 2
Date: 10/16/61
Lessor: Calto Oil Company
Lessee: Sinclair Oil & Gas Company
Book: 5-B
Page: 78
3. No.: 3
Date: 10/16/61
Lessor: Mrs. Eleanor Connell Witter, et al
Lessee: Sinclair Oil & Gas Company
Book: 7-B
Page: 73
4. No.: 4
Date: 05/15/88
Lessor: Nancy G. Rosenblatt, et al
Lessee: Oilwell Acquisition Company
Book: 74
Page: 437
<PAGE>
Exhibit 10.3 Page 22 of 53
III. WEST STAMPS FIELD
WILKINSON COUNTY, MS
WELL W.I. N.R.I
West Stamps Unit No. 1 5.000000% 3.750000%
UNIT DESCRIPTION:
From the southeast corner of Section 11, T2N-R5W, Wilkinson County,
Mississippi, go North along the east boundary of said Section 11 for
660.0 feet; thence West for 762.48 feet to the point of beginning.
Thence from said point of beginning, go West for 1,047.52 feet; thence
North for 21.33 feet; thence West for 364.00 feet; thence North for
700.0 feet to the boundary of the David New Operating Co.,
Inc.-Stricker No. 1 production unit; thence along the boundary of said
unit, East for 364.20 feet, North for 543.98 feet, East for 490.0 feet
and North for 290.60 feet to the boundary of the Cardneaux,
Inc.-Stricker No. 3 production unit; thence East along said drilling
unit for 557.52 feet; thence South for 1,555.90 feet to the point of
beginning. Said within described tract containing 40.0 acres and is
situated in Section 11, T2N-R5W, Wilkinson County, Mississippi.
LEASE DESCRIPTION:
1. Date: 01/27/66
Lessor: R. M. Stricker
Lessee: R. F. Catchings
Book: 5-O
Page: 417
2. Date: 09/25/68
Lessor: R. M. Stricker
Lessee: Hughes & New Oil Company, Inc.
Book: 6-E
Page: 105
3. Date: 09/20/94
Lessor: Mary Edna Wade, et al
Lessee: David New Operating Co., Inc.
Book: 116
Page: 646
<PAGE>
Exhibit 10.3 Page 23 of 53
4. Date: 09/20/94
Lessor: Katherine L. Bray, et al
Lessee: David New Operating Co., Inc.
Book: 116
Page: 616
5. Date: 09/20/94
Lessor: Kate Don Adams, Executrix and sole devisee under
the Last Will and Testament of Lawrence Adams
Lessee: David New Operating Co., Inc.
Book: 116
Page: 634
6. Date: 09/20/94
Lessor: Margaret M. Ward
Lessee: David New Operating Co., Inc.
Book: 116
Page: 622
7. Date: 09/20/94
Lessor: Everette Truly, et al
Lessee: David New Operating Co., Inc.
Book: 116
Page: 640
8. Date: 09/20/94
Lessor: Lalie F. Eskay, et al
Lessee: David New Operating Co., Inc.
Book: 116
Page: 628
9. Date: 09/20/94
Lessor: Lee Allen Haynes
Lessee: David New Operating Co., Inc.
Book: 117
Page: 1
10. Date: 11/26/94
Lessor: Estate of Charles Frank Haynes, Sr., by Michael
M. Haynes, Executor
Lessee: David New Operating Co., Inc.
Book: 115
Page: 412
<PAGE>
Exhibit 10.3 Page 24 of 53
11. Date: 10/26/94
Lessor: Estate of Charles Frank Haynes, Sr., by Michael
M. Haynes, Executor
Lessee: David New Operating Co., Inc.
Book: 115
Page: 405
IV. NORTH ELLIS LAKE FIELD
WILKINSON COUNTY, MS
WELL W.I. N.R.I.
Pettis A-1 97.000000% 72.750000%
UNIT DESCRIPTION:
The Southwest Quarter of the Northwest Quarter (SW/4 of NW/4) of
Section 4, Township 3 North, Range 3 West, Wilkinson County,
Mississippi.
LEASE SCHEDULE:
1. Date: 04/06/61
Lessor: William G. Spence
Lessee: William R. Gunn
Book: 4-Z
Page: 199
2. Date: 04/06/61
Lessor: Mary S. Maily
Lessee: Wallace R. Gunn
Book: 4-Z
Page: 203
3. Date: 04/06/61
Lessor: Jane S. Lang
Lessee: Wallace R. Gunn
Book: 4-Z
Page: 207
4. Date: 04/06/61
Lessor: Annette S. Brown
Lessee: Wallace R. Gunn
Book: 4-Z
Page: 211
<PAGE>
Exhibit 10.3 Page 25 of 53
5. Date: 04/06/61
Lessor: Harry B. Spence
Lessee: Wallace R. Gunn
Book: 4-Z
Page: 215
6. Date: 04/06/61
Lessor: Josephine Hedleston
Lessee: Wallace R. Gunn
Book: 4-Z
Page: 219
7. Date: 04/06/61
Lessor: Margueriete P. Carter
Lessee: Wallace R. Gunn
Book: 4-Z
Page: 231
8. Date: 04/06/61
Lessor: E. W. Pettis
Lessee: Wallace R. Gunn
Book: 4-Z
Page: 223
9. Date: 04/06/61
Lessor: Charles R. Pettis
Lessee: Wallace R. Gunn
Book: 4-Z
Page: 235
10. Date: 04/06/61
Lessor: Dr. Charles C. Spence
Lessee: Wallace R. Gunn
Book: 4-Z
Page: 240
11. Date: 04/06/61
Lessor: Ruth Pettis
Lessee: Wallace R. Gunn
Book: 4-Z
Page: 227
<PAGE>
Exhibit 10.3 Page 26 of 53
12. Date: 04/06/61
Lessor: Ruth P. Patterson
Lessee: Wallace R. Gunn
Book: 4-Z
Page: 243
13. Date: 04/06/61
Lessor: Margaret S. Moran
Lessee: Wallace R. Gunn
Book: 4-Z
Page: 245
14. Date: 05/10/62
Lessor: Pedro Platas, Jr., and Consuelo Platas
Lessee: Wallace R. Gunn
Book: 5-C
Page: 216
15. Date: 05/10/62
Lessor: Frank G. Howe
Lessee: Wallace R. Gunn
Book: 5-C
Page: 218
16. Date: 05/10/62
Lessor: Frances Fahrenkrug
Lessee: Wallace R. Gunn
Book: 5-C
Page: 219
17. Date: 05/10/62
Lessor: Lenadro Garde
Lessee: Wallace R. Gunn
Book: 5-C
Page: 221
18. Date: 05/10/62
Lessor: Louis Otocar, the same person as Louis E. Otacar
Lessee: Wallace R. Gunn
Book: 5-C
Page: 222
<PAGE>
Exhibit 10.3 Page 27 of 53
19. Date: 05/10/62
Lessor: Elizabeth Fulp
Lessee: Wallace R. Gunn
Book: 5-C
Page: 225
20. Date: 05/10/62
Lessor: Bonnie Smith
Lessee: Wallace R. Gunn
Book: 5-C
Page: 225
21. Date: 05/10/62
Lessor: Alice T. Welch
Lessee: Wallace R. Gunn
Book: 5-D
Page: 423
22. Date: 05/10/62
Lessor: Mrs. Karleen Cooper
Lessee: Wallace R. Gunn
Book: 5-D
Page: 424
23. Date: 05/25/62
Lessor: Mrs. Walter S. Welch, Jr., et al
Lessee: Wallace R. Gunn
Book: 5-E
Page: 81
24. Date: 05/25/62
Lessor: James T. Welch
Lessee: Wallace R. Gunn
Book: 5-E
Page: 82
Each of which leases is limited to the depths down to but not below 7,417 feet.
ANNUAL RENTAL OF RIGHT-OF-WAY:
Right-of-Way Rental dated January 22, 1980, from IP Timberlands
Operating Company, Ltd. ROW #RW3846 079 007.
<PAGE>
Exhibit 10.3 Page 28 of 53
V. MELTON FIELD
JEFFERSON CO., MS
WELL W.I. N.R.I.
Noble No. 1 19.407676% 12.087700%
UNIT DESCRIPTION:
Beginning at the southeast corner of Section 19, T9N-R1E, Jefferson
County, Mississippi, run thence Northerly along the section line common
to Sections 19 and 21 and extension thereof for 1320.00 feet; thence
Westerly and parallel to the south line of said Section 19 for 1320.00
feet; thence Southerly and parallel to the section line common to
Sections 19 and 21 for 1320.00 feet; thence Easterly along the south
line of said Section 19 for 386.51 feet; thence leaving said section
line, S 44 degrees 23' E for 1334.48 feet to the boundary between
property of Noble and Walker; thence North along said boundary for
933.49 feet to the point of beginning. Within described tract contains
50.00 acres.
LEASE SCHEDULE:
1. Oil, gas and mineral lease from Mary Elise Noble Ball, Catherine Noble
Street, Rose Marie Noble, Edgar D. Noble, Joe W. Noble and Lela Noble
Fonda to Freedom Oil Company, dated February 11, 1977, recorded in Oil
& Gas Book 73, at page 405, of the records of Jefferson County,
Mississippi.
2. Oil, gas and mineral lease from Dora G. Noble to Freedom Oil Company
dated February 11, 1977, recorded in Oil & Gas Book 77, at page 132, of
the records of Jefferson County, Mississippi.
VI. FAYETTE FIELD
JEFFERSON COUNTY, MS
WELL W.I. N.R.I.
Noland Estate #2 100.000000% 83.580000%
Noland Estate #3 100.000000% 83.580000%
UNIT DESCRIPTION:
Beginning at a fence on the north line of Section 50, T10N-R1W,
Jefferson County, Mississippi, which fence marks the boundary between
the Wagner and Noland properties; thence run East with the north line
of Section 50, T10N-R1W, 413.73 feet to a point; thence run in a
southerly direction S 1 degree 19' E 1261.34 feet to a point of
beginning; from the point of beginning, continue in a southerly
direction S 1 degree 19' E 1282.52 feet; thence N 88 degrees 53' W
788.33
<PAGE>
Exhibit 10.3 Page 29 of 53
feet, more or less, to a point on the boundary between the Noland and
Wagner lands; thence run in a generally northeasterly direction along
the fence line between the Noland and Wagner tracts to a point due west
of the point of beginning; thence Easterly approximately 604.42 feet to
a point of beginning, containing 18.37 acres.
LEASE SCHEDULE:
1. Oil, gas and mineral lease dated April 18, 1974, from Mrs. Helen
Galtney and Mrs. Velma Smith to Alton Ogden, Sr., recorded in Book ,
page , of the records of Jefferson County, Mississippi.
2. Oil, gas and mineral lease dated April 25, 1974, from Tommie Lee W.
Ford to Alton J. Ogden recorded in Book , page , of the records of
Jefferson County, Mississippi.
3. Oil, gas and mineral lease dated July 10, 1974, from Elizabeth G.
Chappa, Tom B. Worley and Donna Lynn Worley, a minor, acting through
her guardian, Tom B. Worley, to Alton J. Ogden, Sr., recorded Book ,
page , of the records of Jefferson County, Mississippi.
VII. KIRBY FIELD
FRANKLIN COUNTY, MS
WELL W.I. N.R.I.
#1 USA 32-2 96.991700% 72.743800%
#1 USA 32-2A 91.216675% 68.600000%
#1 Cloy-USA 32-7 N/A
#1USA 32-3 (SWD) N/A
UNIT DESCRIPTION:
USA 32-2 and USA 32-2A, Kirby Field, Franklin County, Mississippi.
DESCRIPTION OF DRILLING UNIT: Northwest Quarter of the Northeast
Quarter (NW/4 of NE/4), Section 32, Township 6 North, Range 2 East,
Franklin County, Mississippi.
LEASE DESCRIPTION:
1. Date: 07/26/83
Lessor: Bessie Cloy Smith
Lessee: Patrick D. Champlin
Book: 145
Page: 40
<PAGE>
Exhibit 10.3 Page 30 of 53
2. Date: 07/26/83
Lessor: Mrs. Betty Merritt Burns
Lessee: Patrick D. Champlin
Book: 145
Page: 44
3. Date: 07/26/83
Lessor: Corrine Cloy Simmons
Lessee: Patrick D. Champlin
Book: 145
Page: 48
4. Date: 07/26/83
Lessor: Gertrude Cloy Peyronnin
Lessee: Patrick D. Champlin
Book: 145
Page: 52
5. Date: 07/26/83
Lessor: John O. Cloy
Lessee: Patrick D. Champlin
Book: 145
Page: 56
6. Date: 02/01/80
Lessor: USA
Lessee: Ann C. Holman
Lease: ES22832
ES34412
7. Date: 10/01/59
Lessor: USA
Lessee: Charles J. Babington and Edwin W. Stockmeyer
Lease: BLM A 049257
<PAGE>
Exhibit 10.3 Page 31 of 53
VIII. KNOXVILLE FIELD
FRANKLIN COUNTY, MS
WELL W.I. N.R.I. O.R.I.
Butler No. 1 69.037200% 57.951500% 1.875000%
Butler No. 2 73.425600% 57.993000% 1.875000%
UNIT DESCRIPTION:
Butler No. 1 and Butler No. 3, Knoxville Field, Franklin County,
Mississippi.
The most northerly 40.0 acres, beginning at the northwest corner of
Section 39, thence S 52 degrees E along the section line between
Section 39 and Section 40, 7 ch. 50 links to a pine tree; thence N 89
degrees E 14 ch. 34 links to a corner of the section line between
Section 38 and Section 40; thence N 1 degree W along the section line
between Section 38 and Section 40, 13 ch. to where Sections 32, 33 and
38 corner Section 40; thence N 0 degrees 40' W along the section line
between Sections 32 and 33, 9 ch. 20 links to the public road known as
the Buckley Ferry Road; thence S 74 degrees W 5 ch. 76 links; thence S
63 degrees W 10 ch. 70 links along the road to a pine knot at the
beginning of road on division line between the above conveyed premises
and the land formerly owned and resided on by Alexander Thomas; thence
S 48 degrees E 10 ch. 72 links to the northwest corner of Section 39,
the place of beginning. Containing 46.33 acres, more or less, in
Sections 32 and 40, T5N-R1E, according to survey by R. A. Rhodes in
January, 1905, and being the same lands conveyed to Joseph Kidly by
Mrs. C. K. Godbold and W. L. Becbeld by deed dated January 28, 1903,
recorded in Book CC, at pages 127 and 128, of the Deed Records of
Franklin County, Mississippi.
WELL W.I. N.R.I.
Knoxville Unit A #3 95.95667% 81.449200%
DESCRIPTION:
The property in which said interests are assigned is lying in Franklin
County, Mississippi, and is more particularly described as follows,
to-wit:
From the northeast corner of Section 40, Township 5 North, Range 1
East, Franklin County, Mississippi, go South 1 degree 0 minutes East
along the section line dividing Sections 40 and 38 for a distance of
834.72 feet, more or less, to the southwest corner of the drilling unit
assigned to R. R. Butler #1 Well, said point hereinafter being referred
to as the point of beginning; thence South 1 degree 0 minutes East
along the section line dividing Sections 40 and 38, Township 5 North,
Range 1 East, and its extension for
<PAGE>
Exhibit 10.3 Page 32 of 53
1732.78 feet; thence West for 1004.81 feet; thence North 1 degree 0
minutes West for 1680.34 feet, more or less, to the dividing line
dividing Sections 40 and 39, Township 5 North, Range 1 East, being also
the boundary between property of R. R. Butler and R. E. Butler; thence
North 52 degrees 26 minutes West along the line between the two said
Butler tracts for 85.45 feet; thence East for 1071.34 feet, more or
less, to the point of beginning and containing 40 acres, more or less,
being more particularly described and outlined in red on the plat of
survey prepared by Engineering Services, Jackson, Mississippi, June
1954, attached as Exhibit "A" to a partial assignment executed by J.
Paul Ratliff, Jr., dated October 11, 1954, recorded in the Records of
Franklin County, Mississippi, in Book 27, pages 94 to 100, upon which
is located the Knoxville Unit "A" No. 1 and Knoxville Unit "A" No. 3
Oil Wells.
IX. PANTHER CREEK FIELD
FRANKLIN CO., MS
WELL W.I. N.R.I. O.R.I.
USA 19-3 97.862500% 80.736560% 0.945380%
UNIT DESCRIPTION:
USA 19-3, Panther Creek Field, Franklin County, Mississippi.
Northeast Quarter of the Northwest Quarter of Section 19, Township 5
North, Range 2 East, Franklin County, Mississippi.
LEASE:
Bureau of Land Management Lease No. A-053554 dated April 3, 1961,
effective May 1, 1961, filed April 16, 1961, by and between the BLM, as Lessor,
and Placid Oil Company, as Lessee, recorded in Book 49, page 482, of the records
of Franklin County, Mississippi.
X. FIELD: PENTAGON FIELD
ADAMS COUNTY, MS
W.I. N.R.I.
WELL: ARMSTRONG-OAKLAND NO. 2 54.392420% 40.794400%
UNIT DESCRIPTION:
From the section corner common to Sections 31, 34 and 35, Township 6
North, Range
<PAGE>
Exhibit 10.3 Page 33 of 53
3 West, Adams County, MS, run thence Northeasterly along the section
line common to Sections 31 and 35 for 2877.0 feet; thence Northwesterly
at right angles for 2046.0 feet; thence North 71 degrees 52' East for
330.0 feet to a point, said point hereinafter referred to as the point
of beginning.
Thence South 18 degrees 08' East for 868.1 feet, more or less; thence
South 71 degrees 52' West for 1810.0 feet; thence North 18 degrees 08'
West for 868.1 feet, more or less; thence North 71 degrees 52' East for
1150.0 feet; thence Northerly along the arc of a 17 degree 22' curve to
the right, said curve having a radius of 330.0 feet for 1036.7 feet to
the point of beginning.
The above described tract is situated in Section 31, Township 6 North,
Range 3 West, Adams County, MS, and contains 40.0 acres.
LEASE SCHEDULE:
1. Oil, gas and mineral lease dated April 15, 1992, between Team Bank,
Successor Trustee of the Geo. W. and Mary C. Armstrong Trust; John H.
James; Murray A. James; B. V. Thompson, III; Melissa Thompson; Thomas
K. Armstrong; Patsy J. Armstrong; Melody A. Bradford; George W.
Armstrong, III; Melody A. Bradford, Trustee of the Charles Leland
Bradford, Jr., Trust; Melody A. Bradford, Trustee of the Murray
Bradford Trust; Thomas K. Armstrong, Trustee of the Armstrong Children
Testamentary Trust; and The Armstrong Foundation, a Texas corporation,
as Lessors and Belle Oil, Inc., as Lessee. (Book 253, page 670)
2. Oil, gas and mineral lease dated April 7, 1992, between Oakland Agency
Account for Former Shareholders of Oakland Corporation represented by
William J. O'Brien, III, and Stanley W. Burke, III, Agents and
Representatives under Agency Agreement for Oil, Gas and Mineral
Properties, effective January 1, 1985, recorded in Book 16Q, page 596,
Deed Records of Adams County, Mississippi, as Lessors, and Belle Oil,
Inc., as Lessee.
(Book 253, page 649)
The oil, gas and mineral leases are restricted to and cover only those
depths and oil, gas and mineral rights from the surface of the ground down to
and including the base of the Wilcox Formation.
<PAGE>
Exhibit 10.3 Page 34 of 53
XI. PALATINE HILLS FIELD
ADAMS COUNTY, MS
WELLS W.I. N.R.I.
MacNeil Family Mineral Trust #2 96.250000% 70.437500%
MacNeil Family Mineral Trust #4 96.250000% 72.187500%
Palatine Hills Field Unit #4 94.624200% 69.065200%
Palatine HIlls Field Unit #5 N/A N/A
UNIT DESCRIPTIONS:
MacNeil Family Mineral Trust No. 2
Palatine Hills Field
Section 55, T6N-R2W
Adams County, Mississippi
DESCRIPTION OF REVISED DRILLING UNIT: From the southeast corner of
Section 6, T5N-R2W (also being the southeast corner of Palatine Hills
Plantation, Adams County, Mississippi, go Westerly along the south
boundary of Palatine Hills Plantation for 2500.00 feet to the southeast
corner of the P. W. Vasser 400 acre lease; thence N 07 degrees 30' E
along the east boundary of said 400 acre lease for 4050.0 feet to the
northeast corner therein; thence N 82 degrees 30' W along the north
boundary of said 400 acre lease for 1324.52 feet to the point of
beginning.
Thence from said point of beginning, continue N 82 degrees 30' W along
the north boundary of said P. W. Vasser 400 acre lease for 1400.36 feet
to a corner of the H & N Operating Co., Inc.-MacNeil Family Mineral
Trust No. 1 Drilling Unit; thence along the boundary of said drilling
unit, S 07 degrees 30' W for 1244.25 feet and S 82 degrees 30' E for
701.67 feet; thence continue S 82 degrees 30' E for 698.69 feet; thence
N 07 degrees 30' E for 1244.25 feet to the point of beginning. Said
within described tract containing 40.0 acres.
MacNeil Family Mineral Trust No. 4
Section 46, T6N-R3W,
Adams County, Mississippi
DESCRIPTION OF DRILLING UNIT: From the southeast corner of Section 6,
T5N- R2W (also being the southeast corner of Palatine Hills
Plantation), Adams County, Mississippi, go Westerly along the south
boundary of Palatine Hills Plantation for 2500.0 feet; thence N 07
degrees 30' E for 4050.0 feet; thence N 82 degrees 30' W for 2724.88
feet to the point of beginning, which point is the northwest corner of
the Belle Oil, Inc.-No. 2 MacNeil Family Mineral Trust 40-acre unit;
thence from said point of beginning, continue N 82 degrees 30' W for
1320 feet; thence S 07 degrees 30' W for 1320 feet; thence S 82 degrees
30' E for 1320 feet; thence N 07 degrees 30' E for 1320 feet to the
point of beginning. Said within described tract containing 40.0 acres.
<PAGE>
Exhibit 10.3 Page 35 of 53
Palatine Hills Field Unit No. 4
Section 51, T6N-R2W
Adams County, Mississippi
DESCRIPTION OF DRILLING UNIT: From the most easterly corner of Section
52, T6N-R2W, Adams County, Mississippi, go Southwesterly along the line
between Sections 51 and 52 for 2387 feet; thence Southeasterly at right
angles for 122 feet to a point; thence N 82 degrees 30' W for 330 feet
to the point of beginning, said point being on the east boundary of the
Ogden Oil Corporation-MacNeil Family Mineral Trust-Dr. Philip L.
Shultz, et al, Unit A Well No. 1 Drilling Unit.
Thence from said point of beginning, go S 7 degrees 30' W along the
east boundary of said drilling unit for 330.0 feet to a lease line,
said point being on the north boundary of the Ogden Oil
Corporation-MacNeil Family Mineral Trust No. 2 Drilling Unit and the
southwest corner of within described tract; thence S 82 degrees 30' E
along said lease line for 1810.0 feet; thence N 7 degrees 30' E for
1377.42 feet; thence N 82 degrees 30' W for 697.83 feet; thence S 7
degrees 30' W for 493.4 feet to the line between Botany Hill Plantation
and Aventine Plantation, being the line between Sections 51 and 52;
thence Southwesterly along said line between Botany Hill Plantation and
Aventine Plantation for 476.92 feet; thence N 82 degrees 30' W for
691.14 feet to the east boundary of aforementioned Ogden Oil
Corporation-MacNeil Family Mineral Trust-Dr. Philip L. Shultz, et al,
Unit A Well No. 1 Drilling Unit; thence S 7 degrees 30' W along the
east boundary of said drilling unit for 330.0 feet to the point of
beginning. Said within described tract containing 40.0 acres.
UNIT CONTENTS:
Tract A, Palatine Plantation 12.53 acres
Tract B, Aventine Plantation 19.62 acres
Tract C, Botany Hill Plantation 4.93 acres
Tract D, Botany Hill Plantation 2.92 acres
----------
TOTAL 40.00 acres
Palatine Hills Field No. 5
Section 52, T6N-R2W
Adams County, Mississippi
Palatine Hills Field
DESCRIPTION OF DRILLING UNIT: From the most easterly corner of Section
52, T6N-R2W, Adams County, Mississippi, go Southwesterly along the line
between Section 51 and 52 for 2077 feet; thence Northwesterly at right
angles for 461 feet to a point; thence S 7 degrees 30' W for 330 feet
to the boundary of the Ogden Oil Corporation-Palatine Hills Field Unit
<PAGE>
Exhibit 10.3 Page 36 of 53
No. 4 Drilling Unit; thence S 82 degrees 30' E along the boundary of
said drilling unit for 361.14 feet, Northeasterly along the line
between Botany Hill Plantation and Aventine Plantation for 476.92 feet,
N 7 degrees 30' E for 493.4 feet, and S 82 degrees 30' E for 697.83
feet to the northeast corner therein; thence N 7 degrees 30' E for
115.95 feet; thence N 37 degrees 30' W for 864.98 feet; thence N 82
degrees 30' W for 1198.37 feet; thence S 7 degrees 30' W for 103.91
feet; thence S 22 degrees 00' E for 698.98 feet; thence S 68 degrees
00' W for 395.47 feet to the boundary of the Ogden Oil
Corporation-MacNeil Family Mineral Trust, et al, Unit A Well No. 1
Drilling Unit; thence S 7 degrees 30' W along the boundary of said
drilling unit for 537.98 feet to a corner of the above mentioned Ogden
Oil Corporation-Palatine Hills Field Unit No. 4 Drilling Unit; thence S
82 degrees 30' E along the boundary of said drilling unit for 330.0
feet to the point of beginning. Said within described tract containing
40.0 acres.
Palatine Hills Field Unit No. 9 and No. 9-A
Section 52, T6N-R2W
Adams County, Mississippi
Palatine Hills Field
DESCRIPTION OF DRILLING UNIT: From the most easterly corner of Section
52, T6N-R2W, Adams County, Mississippi, go Southwesterly along the line
between Sections 51 and 52 for 2696.26 feet to the point of beginning,
said point being on the west boundary of the Ogden Oil
Corporation-Palatine Hills Field Unit No. 4 Drilling Unit.
Thence from said point of beginning, go S 07 degrees 30' W along the
west boundary of said Ogden Oil Corporation-Palatine Hills Field Unit
No. 4 Drilling Unit for 292.26 feet to the southwest corner therein and
the southeast corner of within described tract, also said point being
on the north boundary of the P. W. Vasser 400 acre lease; thence N 82
degrees 30' W along said lease line for 1320.0 feet; thence N 07
degrees 30' E for 1320.0 feet; thence S 82 degrees 30' E for 45.11 feet
to the line between Palatine Hills Plantation and Botany Hill
Plantation; thence Northwest along said line between Palatine Hills
Plantation and Botany Hill Plantation for 345.45 feet; thence N 07
degrees 30' E for 189.34 feet; thence S 82 degrees 30' E for 775.74
feet; thence S 07 degrees 30' W for 877.69 feet; thence S 37 degrees
30' E for 273.38 feet; thence S 82 degrees 30' E for 241.01 feet;
thence N 68 degrees 00' E for 269.94 feet to the west boundary of the
Ogden Oil Corporation-Palatine Hills Field No. 5 Drilling Unit; thence
S 07 degrees 30' W along the west boundary of the Ogden Oil
Corporation-Palatine Hills Field No. 5 Drilling Unit and the west
boundary of the Ogden Oil Corporation-Palatine Hills Field Unit No. 4
Drilling Unit for 579.66 feet to the point of beginning. Said within
described tract containing 40.0 acres.
<PAGE>
Exhibit 10.3 Page 37 of 53
UNIT CONTENTS:
Palatine Hills Plantation
(MacNeil Family Mineral Trust) 14.52 acres
Botany Hills Plantation
(MacNeil Family Mineral Trust, et al) 25.48 acres
-----------
TOTAL 40.00 acres
LEASE SCHEDULE:
1. Lease from Elizabeth M. Boggess and Lucien C. Gwin, Trustees for the
MacNeil Family Mineral Trust, to Phillip W. Vasser, dated March 3,
1975, recorded in Oil & Gas Book 161, at page 319, as amended May 8,
1975, by amendment recorded in Oil & Gas Book 162, at page 218, as
further amended March 3, 1976, by amendment recorded in Oil & Gas Book
172, at page 439, all of the records of Adams County, Mississippi, and
all assignments and amendments thereof.
2. Oil, gas and mineral lease from the MacNeil Family Mineral Trust to
Charles F. Hayes & Associates, Inc., dated May 30, 1975, recorded in
Oil & Gas Book 162, at page 432, of the records of Adams County,
Mississippi, and all assignments and amendments thereof.
3. Oil, gas and mineral lease in favor of Stephen B. Forman dated March
14, 1976, recorded in Oil & Gas Book 169, at page 95, and all
assignments and amendments thereof.
All of said leases are limited to depths above the base of the Wilcox
Formation.
EASEMENTS:
1. Bill of Sale and Assignment of Easements from Ashland Pipe Line
Company, an Ohio corporation, to Belle Oil, Inc., a Mississippi
corporation, dated August 14, 1995, recorded on October 16, 1995, in
Deed Book No. 20-F, page 536, Adams County, Mississippi.
<PAGE>
Exhibit 10.3 Page 38 of 53
XII. OGDEN BRANCH FIELD
ADAMS COUNTY, MS
WELL W.I. N.R.I.
Ogden Branch No. 1 78.125000% 58.593750%
UNIT DESCRIPTION:
Ogden Branch Unit No. 1
Section 27, T6N-R3W
From the corner common to Sections 26, 27, 28 and 44 (northwest corner
of Section 27), T6N-R3W, Adams County, Mississippi, go Northeasterly
along the line between Sections 26 and 27 for 562 feet; thence
Southeasterly at right angles for 2239 feet to the point of beginning,
being a point on the line between the Gousset lease and the Feltus
lease, being also a point on the northerly boundary of within described
tract. Thence from said point of beginning, go N 66 degrees 35' E for
905.00 feet; thence S 23 degrees 25' E for 962.65 feet; thence S 66
degrees 35' W for 1810.00 feet; thence N 23 degrees 25' W 962.65 feet;
thence N 66 degrees 35' E for 905.00 feet to the point of beginning.
Within described tract containing 40.0 acres.
LEASE DESCRIPTIONS:
1. Oil, gas and mineral lease from Philip G. Gousset, Sr., et al, to
Robert J. Foley dated February 21, 1977, filed for record March 22,
1977, and recorded in Oil & Gas Book 172, at page 140.
2. Oil, gas and mineral lease from Joseph Feltus Reed, et al, to Robert J.
Foley dated January 20, 1977, filed for record January 28, 1977, and
recorded in Oil & Gas Book 171, at page 234.
XIII. RICHMOND FIELD
ADAMS COUNTY, MS
WELL W.I. N.R.I.
Richmond Unit No. 4 22.776100% 17.082075%
UNIT DESCRIPTION:
From the southeast corner of Section 25, T7N-R3W, Adams County,
Mississippi, go East for 686 feet; thence South for 60 feet to the
point of beginning, being the most southerly corner of the within
described tract, also being the most westerly corner of the Guernsey
Pet. Corp. of Miss.-Rosbottom Pet.-Richmond Unit No. 1 Drilling Unit.
<PAGE>
Exhibit 10.3 Page 39 of 53
Thence from said point of beginning, go along the westerly boundary of
said No. 1 Drilling Unit, N 16 degrees 57' E for 1290.22 feet and N 42
degrees 16' E for 224.00 feet to the center of a large bayou; thence
the following courses and distances along the center of said large
bayou: N 79 degrees 25' W for 56.08 feet; N 67 degrees 38' W for 140.81
feet; N 43 degrees 41' W for 114.77 feet; N 27 degrees 39' W for 138.45
feet; N 22 degrees 58' W for 86.17 feet and N 6 degrees 21' W for
129.43 feet; thence leaving said bayou, N 69 degrees 23' W for 824.24
feet; thence S 65 degrees 37' W for 141.42 feet; thence S 20 degrees
37' W for 295.28 feet to the edge of Government Fleet Road; thence
along the edge of said road the following courses and distances: S 8
degrees 43' E for 13.18 feet; S 3 degrees 16' E for 91.86 feet; S 4
degrees 10' W for 60.79 feet; and S 10 degrees 54' W for 7.00 feet;
thence leaving said road, S 28 degrees 44' E for 469.95 feet; S 24
degrees 23' E for 201.44 feet; S 2 degrees 11' E for 131.28 feet;
thence S 12 degrees 03' W for 391.11 feet; thence S 7 degrees 30' W for
305.67 feet; thence S 69 degrees 23' E for 705.51 feet to the point of
beginning. Within described tract contains 40.00 acres.
LEASE DESCRIPTION:
Oil, gas and mineral lease dated April 18, 1986, recorded in Oil & Gas
Book 229, at page 436, executed by Richmond, Inc., a Mississippi
corporation, as Lessor, in favor of Guernsey Petroleum Corporation, as
Lessee, covering 80 acres.
XIV. SOUTH DILEMMA FIELD
ADAMS COUNTY, MS
WELL O.R.I
School District-Breaux No. 1 2.500000%
UNIT DESCRIPTION:
From the northeast corner of Section 16, T4N-R4W, Adams County,
Mississippi, go South along the line between Section 15 and Section 16
for 1320.0 feet to the point of beginning.
Thence from said point of beginning, go West along the north boundary
of the SE 1/4 of NE 1/4 of Section 16 for 968.00 feet; thence South for
900.0 feet; thence East for 968.0 feet to the line between Section 15
and Section 16; thence South along said section line for 545.0 feet;
then East for 842.0 feet; thence North for 1034.7 feet; thence West for
842.0 feet to the line between Section 15 and Section 16; thence North
along said section line for 410.30 feet to the point of beginning. Said
within described tract containing 40.0 acres and is situated in Section
15 and 16, T4N-R4W, Adams County, Mississippi. Said tract being further
identified as a portion of Parcel 1, Group A, Adams County Tax Map No.
127, and a portion of Parcel 1, Group A, Adams County Tax Map No. 123.
<PAGE>
Exhibit 10.3 Page 40 of 53
DRILLING UNIT CONTENTS:
School District - Section 16 20.00 acres
Breaux - Section 15 20.00 acres
-----------
TOTAL 40.00 acres
LEASE DESCRIPTION:
1. Lessor: N. H. Breaux, et al
Lessee: Humble Oil & Refining Company
Date: November 21, 1950
Book: 50
Page: 397
2. Lessor: Natchez-Adams County School District
Lessee: Cardneaux, Inc.
Date: January 28, 1993
Book: 256
Page: 125
XV. GREENWOOD WASKOM
CADDO PARISH, LA
WELL O.R.I.
U HKR RA SUB; Dunn No. 1 2.000000%
UNIT DESCRIPTION:
40 acres consisting of the SW/4 of NW/4 of Section 24, Township 17
North, Range 16 West, Caddo Parish, Louisiana.
WELL O.R.I.
HKRSUE Dinwiddie 0.151290%
UNIT DESCRIPTION:
40 acres consisting of the NE/4 of SW/4 of Section 24, Township 17
North, Range 16 West, Caddo Parish, Louisiana.
<PAGE>
Exhibit 10.3 Page 41 of 53
XVI. FLOAT BAYOU FIELD
CONCORDIA PARISH, LA
WELL W.I. N.R.I.
Brushy Bayou #2 1.562500% 1.113300%
Brushy Bayou #3 1.562500% 1.113300%
UNIT DESCRIPTIONS:
BRUSHY BAYOU #2:
From the northeast corner of Section 30, T7N-R8E, Concordia Parish,
Louisiana, go South along the east boundary of said Section 30 for
2885'; thence West at right angles for 618' to the point of beginning,
being the northeast corner of the Double J Operating Co.,
Inc.-V.U.B.-Brushy Bayou No. 1 Drilling Unit; thence from said point of
beginning, go South for 1040.0'; thence West for 1675.38'; thence North
for 1040.0' to the southwest corner of the Double J Operating Co.,
Inc.-Brushy Bayou No. 1 Drilling Unit; thence East along the south
boundary of said drilling unit for 1675.38' to the point of beginning.
Within described tract contains 40.0 acres.
BRUSHY BAYOU #3:
From the southeast corner of Section 30, T7N-R8E, Concordia Parish,
Louisiana, go North for 303' and West for 501.60' to the point of
beginning, being the southeast corner of the within described tract,
also being on the line between Lots 2 and 3 of Brushy Plantation;
thence from said point of beginning, go North along the line between
said Lots 2 and 3 for 951.92'; thence leaving said line, West for
1830.40'; thence South for 951.92'; thence East for 1830.40' to the
point of beginning. Within described tract contains 40.0 acres.
XVII. CATFISH BAYOU FIELD
CONCORDIA PARISH, LA
WELL W.I. N.R.I.
Ellis 93 No. 1 3.125000% 2.312500%
UNIT DESCRIPTION:
No unit has been designated.
The Ellis 93-1 is located on 40 acres surrounding the location for the
Big-Joe Oil Co.-Ellis 93 No. 1 Well situated in Section 44, Township 3
North, Range 7 East. This 40
<PAGE>
Exhibit 10.3 Page 42 of 53
acres will be located in the N/2 of the NW/4 of Section 44, Township 3
North, Range 7 East, if said section were a regular section.
LEASE DESCRIPTION:
1. Lessor: The Metropolitan Museum of Art, a New York
Corporation
Lessee: Pan American Petroleum Corporation, Oklahoma
City, Oklahoma
Date: May 26, 1960
Filed: June 13, 1960
Book: COB I-7
Page: 353
2. Lessor: Concordia Bank & Trust Company, as Testamentary
Executor in the State of Louisiana of the Estate
and Succession of Mrs. Elizabeth Warder Ellis
Lessee: Pan American Petroleum Corporation, Oklahoma City,
Oklahoma
Date: June 1, 1960
Filed: June 13, 1960
Book: COB I-7
Page: 358
XVIII. BLACK BRANCH FIELD
BEAUREGARD PARISH, LA
WELL W.I. N.R.I.
Riceland Lumber Co. #1 93.750000% 71.250001%
DESCRIPTION:
The South Half of the Southeast Quarter of the Southeast Quarter (S/2
of SE/4 of SE/4) of Section 21, Township 4 South, Range 11 West, and
the North Half of the Northeast Quarter of the Northeast Quarter (N/2
of NE/4 of NE/4) of Section 28, Township 4 South, Range 11 West,
Beauregard Parish, Louisiana.
<PAGE>
Exhibit 10.3 Page 43 of 53
LEASE DESCRIPTION:
No.: 66140
Date: 03/25/85
Lessor: Riceland Lumber Company
Lessee: Lewis B. Bernard, Inc.
Recording Data: Volume 471, Page 747,
Conveyance Records
Entry #330869
WELL W.I. N.R.I.
Riceland Lumber Co. #2 92.774946% 71.808040%
DESCRIPTION:
The North Half of the Southeast Quarter of the Southeast Quarter (N/2
of SE/4 of SE/4) and the South Half of the Northeast Quarter of the
Southeast Quarter (S/2 of NE/4 of SE/4) of Section 22, Township 4
South, Range 11 West, Beauregard Parish, Louisiana.
RICELAND LUMBER CO. SWD #1
LOCATION:
NE/4 of Section 28, T4S-R11W, Beauregard Parish, Louisiana.
The Riceland Lumber SWD is subject to the following described instruments:
1. Salt Water Disposal System Agreement effective December 1, 1986,
between Riceland Lumber Company, C. H. Watson, Jr., Doris Frazar
Watson, Paragon Resources, Inc., and Templeton Energy, Inc., recorded
in File No. 340491 of the records of Beauregard Parish, Louisiana.
2. Salt Water Disposal Agreement dated August 1, 1986, between Ashland
Exploration, Inc., et al, and Templeton Energy, Inc.
3. Bill of Sale dated April 6, 1987, between Templeton Energy, Inc.,
Buyer, and Ashland Exploration, Inc., et al, Sellers, recorded in File
No. 342363, Book 504, page 385, of the records of Beauregard Parish,
Louisiana.
4. Right-of-Way and Surface Lease Agreement dated January 5, 1987, between
Riceland Lumber Company and Templeton Energy, Inc., recorded in File
No. 340490 of the records of Beauregard Parish, Louisiana.
5. Right-of-Way and Surface Use Agreement dated June 15, 1987, between
Riceland Lumber Company and Paragon Resources, Inc.
<PAGE>
Exhibit 10.3 Page 44 of 53
6. Right-of-Way Permit between Templeton Energy, Inc., and Beauregard
Electric Cooperative, Inc., dated June 30, 1987.
7. Assignment, Bill of Sale and Conveyance from TGX Corporation and
Templeton 1985 Balanced Gas Program to Mideast Gas Systems, Inc., dated
July 30, 1992, and recorded in File No. 367602 of the Records of
Beauregard Parish, Louisiana.
<PAGE>
Exhibit 10.3 Page 45 of 53
XIX. FIELD: Comite Field
PARISH: East Baton Rouge Parish, LA
W.I. N.R.I. O.R.I.
WELL: Holstein 11 51.500000% 37.119139% 2.655638%
LEASES
LEASE NO.: 64662
LESSOR: Lonnie Earl Watts et al
LESSEE: C. Barry Greer
DATE OF LEASE: December 14, 1983
RECORDING: Conveyance Book 0829, Page 9627 Entry No. 0297046
LEASE NO.: 64663
LESSOR: Lonnie Earl Watts
LESSEE: C. Barry Greer
DATE OF LEASE: December 14, 1983
RECORDING: Conveyance Book 0830, Page 9627 Entry No. 0297047
LEASE NO.: 64664
LESSOR: Lillian Alein Watts Aucoin Et Al
LESSEE: C. Barry Greer
DATE OF LEASE: December 14, 1983
RECORDING: Conveyance Book 0828, Page 9627 Entry No. 0297045
LEASE NO.: 64665
LESSOR: Lillian Alein Aucoin Et Vir
LESSEE: C. Barry Greer
DATE OF LEASE: December 14, 1983
RECORDING: Conveyance Book 0827, Page 9627 Entry No. 0297044
LEASE NO.: 64666
LESSOR: Elvin Lloyd Watts Et Al
LESSEE: C. Barry Greer
DATE OF LEASE: December 14, 1983
RECORDING: Conveyance Book 0826, Page 9627 Entry No. 0297043
LEASE NO.: 64667
LESSOR: Elvin Lloyd Watts Et Ux
LESSEE: C. Barry Greer
DATE OF LEASE: December 14, 1983
RECORDING: Conveyance Book 0825, Page 9627 Entry No. 0297042
<PAGE>
Exhibit 10.3 Page 46 of 53
LEASE NO.: 64668
LESSOR: Norman R. Schlatre, Jr. Et Ux
LESSEE: Frank W. Harrison, Jr.
DATE OF LEASE: December 2, 1983
RECORDING: Conveyance Book 0970, Page 9624 Entry No. 0294516
LEASE NO.: 64669
LESSOR: Velford Wayne Clayton Et Ux
LESSEE: Frank W. Harrison, Jr.
DATE OF LEASE: December 3, 1983
RECORDING: Conveyance Book 0964, Page 9624 Entry No. 0294507
LEASE NO.: 64670
LESSOR: Thomas F. Carpenter Et Ux
LESSEE: Frank W. Harrison, Jr.
DATE OF LEASE: December 3, 1983
RECORDING: Conveyance Book 0552, Page 9624 Entry No. 0294173
LEASE NO.: 64671
LESSOR: Gary R. Watts Et Ux
LESSEE: Frank W. Harrison, Jr.
DATE OF LEASE: November 29, 1983
RECORDING: Conveyance Book 0549, Page 9624 Entry No. 0294170
LEASE NO.: 64672
LESSOR: Thomas Lloyd Brown Et Ux
LESSEE: Frank W. Harrison, Jr.
DATE OF LEASE: November 29, 1983
RECORDING: Conveyance Book 0981, Page 9624 Entry No. 0294531
LEASE NO.: 64673
LESSOR: Garland R. Watts Et Ux
LESSEE: Frank W. Harrison, Jr.
DATE OF LEASE: November 29, 1983
RECORDING: Conveyance Book 0551, Page 9624 Entry No. 0294172
LEASE NO.: 64674
LESSOR: Norman R. Schlatre, III Et Ux
LESSEE: Frank W. Harrison, Jr.
DATE OF LEASE: December 2, 1983
RECORDING: Conveyance Book 0983, Page 9624 Entry No. 0294534
LEASE NO.: 64675
LESSOR: Thelma Elaine W. Holstein
LESSEE: Frank W. Harrison, Jr.
DATE OF LEASE: December 2, 1983
RECORDING: Cnveyance Book 0973, Page 9624 Entry No. 0294523
<PAGE>
Exhibit 10.3 Page 47 of 53
LEASE NO.: 64676
LESSOR: Thelma Elaine W. Holstein
LESSEE: Frank W. Harrison, Jr.
DATE OF LEASE: December 17, 1983
RECORDING: Conveyance Book 0698, Page 9629 Entry No. 0299256
LEASE NO.: 64677
LESSOR: Alice Sue W. Clayton Et Vir
LESSEE: Frank W. Harrison, Jr.
DATE OF LEASE: December 19, 1983
RECORDING: Conveyance Book 0907, Page 9628 Entry No. 0298308
LEASE NO.: 64678
LESSOR: Linda Brown Gore Et Al
LESSEE: Frank W. Harrison, Jr.
DATE OF LEASE: February 11, 1984
RECORDING: Conveyance Book 0402, Page 9641 Entry No. 0313324
LEASE NO.:
LESSOR: Toller Ray Roe
LESSEE: LGS Exploration, Inc.
DATE OF LEASE: December 26, 1984
RECORDING: Conveyance Book 937, Bundle 9773 Entry No. 84-845660
LEASE NO.:
LESSOR: Eugene Devall
LESSEE: Frank Harrison
DATE OF LEASE: March 29, 1984
RECORDING: Conveyance Book 648, Bundle 9652 Entry No.
XX. FIELD: Fayette Field
COUNTY: Jefferson County, MS
W.I. N.R.I.
WELLS: Noland Estate #2 100.000000% 83.580000%
Noland Estate #3 100.000000% 83.580000%
UNIT DESCRIPTION
Beginning at a fence on the North line of Section 50, T1ON-RlW, Jefferson
County, Mississippi, which fence marks the boundary between the Wagner and
Noland Properties, thence run East with the North line of Section 50, T1ON-RlW,
413.73 feet to a point; thence run in Southerly direction S10 19' E 1261.34 feet
to a point of beginning; from the point of beginning continue in a Southerly
direction S 10 19, E
<PAGE>
Exhibit 10.3 Page 48 of 53
1282.52 feet; thence N 880 53' W 788.33 feet, more or less, to a point on the
boundary between the Noland and Wagner lands; thence run in a generally
northeasterly direction along the fence line between the Noland and Wagner
tracts to a point due West of the point of beginning; thence Easterly
approximately 604.42 feet to a point of beginning, containing 18.37 acres.
LEASE DESCRIPTION
From the Northeast Corner of Section 50, T1ON-RlW, Jefferson County,
Mississippi, run Southerly along the section line for 2543.0 feet; thence run
West for 1320.0 feet to a point, said point being the Southeast Corner of the
drilling unit now assigned to the R. E. WILLIAMS DRILLING CO. - HESTER & JETT
Wagner-Noland Unit No. 1 Well and also hereinafter referred to as the point of
Beginning:
Thence West along the South line of said unit for 788.3 feet, more or less to
the West line of the Noland Estate tract;
Thence along the property line of said tract the following courses:
South 130 19' West for 87.5 feet;
South 040 27' West for 729.2 feet;
South 120 33' East for 1220.1 feet;
North 590 40' East for 695.1 feet;
Thence North for 1652.0 feet, more or less to the point of beginning.
The above described tract is situated in Section 50, T10N, RlW, Jefferson
County, Mississippi and does contain 33.14 acres, more or less.
<PAGE>
Exhibit 10.3 Page 49 of 53
OPERATED WELL EQUIPMENT INVENTORY
OGDEN BRANCH #1 API #23-001-21948
(1) 1 - 228 LUFKIN MARK 86" STROKE PUMPING UNIT NO ENGINE
(2) 1 - 4 X 27 1/2 BAKER HEATER TREATER
(3) 2 - 300 BBL OIL STOCK TANKS
(4) MISC. CONNECTIONS AND LINES
FELTUS SWD API #23-001-21492
(1) 1 - 500 BBL HORIZONTAL TANK
(2) 1 - 300 BBL TANK
(3) WELLHEAD, TUBING, PACKER AND MISC. CONNECTIONS
NOLAND ESTATE #2 API #23-063-20390
(1) 1 - CMI 228 86" STROKE PUMPING UNIT WITH 310 WAUKESHA
ENGINE SN #507-S2029
(2) 4 X 27 1/2 NATIONAL HEATER TREATER SN #4942
(3) 2 - 210 BBL STOCK TANKS SN#'S 10357-50 & 10257-50
(4) RODS, TUBING, PUMP, MISC. CONNECTIONS AND LINES
(5) NOLAND ESTATE #1 - SPARE WELLBORE FOR FUTURE UTILITY AS
SWD WELL
NOLAND ESTATE #3 API #23-063-20397
(1) 1 - LUFKIN 228 86" STROKE PUMPING UNIT WITH 310 WAUKESHA
ENGINE SN# D-58729M-393271
(2) STOCK TANKS & TREATER ARE COMMON WITH THE NOLAND ESTATE #2
(3) RODS, TUBING, PUMP, MISC. CONNECTIONS AND LINES
NOLAND ESTATE SWD API #23-063-00558
(1) 2 - 210 BBLS TANKS SN# E20550 & E21215
(2) WELLHEAD, TUBING, PACKER, MISC. CONNECTIONS AND LINES
BUTLER #1 API #23-037-00725
(1) 1 - 320 LUFKIN MARK 120" STROKE PUMPING UNIT
SN #E78778M-428043 WITH 300 WAUKESHA RENTAL ENGINE
(2) 1 - 4 X 27 1/2 HEATER TREATER SN# 412662
(3) 2 - 300 BBL OIL STOCK TANKS SN#'S 60737 AND 60676
(4) RODS, TUBING, PUMP, MISC. CONNECTIONS AND LINES
BUTLER #3 API #23-037-21781
(1) 1 - 320 LUFKIN MARK 120" STROKE PUMPING UNIT
SN #E61318L-399431 WITH 330 WAUKESHA RENTAL ENGINE
(2) 1 - 4 X 27 1/2 HEATER TREATER SN #46389
(3) 2 - 300 BBL OIL STOCK TANKS SN#'S 61118 & 61448
(4) RODS, TUBING PUMP, MISC. CONNECTIONS AND LINES
<PAGE>
Exhibit 10.3 Page 50 of 53
KNOXVILLE A-3 API #23-037-20950
(1) 1 - 320 LUFKIN MARK 120" STROKE PUMPING UNIT WITH 330
WAUKESHA RENTAL ENGINE
(2) 1 - 4 X 27 1/2 HEATER TREATER SN #413369
(3) 2 - 300 BBL OIL STOCK TANKS SN#'S 61368 AND 61369
(4) RODS, TUBING, PUMP, WELLHEAD, MISC. CONNECTIONS AND LINES
KNOXVILLE A-2 SWD API #23-037-20805
(1) 2 - 500 BBL HORIZONTAL TANKS
(2) WELLHEAD, TUBING, PACKER AND MISC. CONNECTIONS
(3) KNOXVILLE A-1 - SPARE WELLBORE FOR FUTURE UTILITY AS SWD
WELL
USA 32-2 API #23-037-01015
(1) 1 - 456 LUFKIN MARK 144" STROKE PUMPING UNIT
(2) 1 - 6 X 27 1/2 HEATER TREATER SN #G1356
(3) 2 - 500 BBL OIL STOCK TANKS
(4) RODS, TUBING, PUMP, WELLHEAD, MISC. CONNECTIONS AND LINES
USA 32-2A API #23-037-21111
(1) 1 - 320 NATIONAL 120" STROKE PUMPING UNIT SN #A20219A WITH
330 WAUKESHA RENTAL ENGINE
(2) 4 X 27 1/2 HEATER TREATER SN #1219
(3) 2 - 400 BBL OIL STOCK TANKS SN #2325 AND 2324
(4) RODS, TUBING, PUMP, WELLHEAD, MISC. CONNECTIONS AND LINES
CLOY-USA 32-7 API #
(1) NO LEASEHOLD ESTATE TO BE TRANSFERRED, WELLBORE ONLY.
USA 32-3 SWD API #23-037-21216
(1) 2 - 500 BBL HORIZONTAL TANKS
(2) WELLHEAD, TUBING, PACKER AND MISC. CONNECTIONS
RICHMOND UNIT #4 API #23-001-22933
(1) 1 - J-100 NATIONAL UNIDRAULIC PUMP WITH ALL SUBSURFACE
EQUIPMENT WITH 817 WAUKESHA RENTAL ENGINE
(2) 1 - 4 X 20 HEATER TREATERS
(3) 2 - 210 BBL OIL STOCK TANKS
(4) TUBING WELLHEAD, MISC. CONNECTIONS AND LINES
RICHMOND SWD API #23-001-22908
(1) 1 - 210 BBL TANK
(2) 1 - SW PUMP WITH 10 HP ELECTRIC MOTOR AND CONTROLS
(3) WELLHEAD, TUBING, PACKER AND MISC. CONNECTIONS
<PAGE>
Exhibit 10.3 Page 51 of 53
ROSENBLATT #3 API #
(1) NO LEASEHOLD ESTATE TO BE TRANSFERRED - WELLBORE ONLY
ROSENBLATT #4 API #23-157-21421
(1) 1 - 320 AMERICAN 120" STROKE PUMPING UNIT WITH 330 WAUKESHA
ENGINE
(2) 4 X 20 HEATER TREATER
(3) 2 - 400 BBL OIL STOCK TANKS
(4) RODS, TUBING, PUMP, WELLHEAD, MISC. CONNECTIONS AND LINES
ROSENBLATT #5 API #
(1) NO LEASEHOLD ESTATE TO BE TRANSFERRED - WELLBORE ONLY.
ROSENBLATT #6 API #23-157-21457
(1) 1 - 320 AMERICAN 120" STROKE PUMPING UNIT WITH 330 WAUKESHA
RENTAL ENGINE
(2) 6 X 27 1/2 HEATER TREATER
(3) 2 - 400 BBL OIL STOCK TANKS
(4) RODS, TUBING, PUMP, WELLHEAD, MISC. CONNECTIONS AND LINES
ROSENBLATT NFA #2 API #23-157-21072
(1) 1 - 320 AMERICAN 120" STROKE PUMPING UNIT WITH 330 WAUKESHA
RENTAL ENGINE
(2) 4 X 20 HEATER TREATER
(3) 2 - 300 BBL OIL STOCK TANKS
(4) RODS, TUBING, PUMP, WELLHEAD, MISC. CONNECTIONS AND LINES
ROSENBLATT NFA #4 API #23-157-21102
(1) 1 - 320 AMERICAN 120" STROKE PUMPING UNIT WITH 330 WAUKESHA
RENTAL ENGINE
(2) 4 X 20 HEATER TREATER
(3) 2 - 210 BBL OIL STOCK TANKS
(4) RODS, TUBING, PUMP, WELLHEAD, MISC. CONNECTIONS AND LINES
ROSENBLATT #1 SWD API #23-157-20620
(1) 1 - 500 BBL HORIZONTAL TANK
(2) 1 - CENTRIFUGAL PUMP WITH 20 HP ELECTRIC MOTOR
PETTIS A-1 API #23-157-20450
(1) 1 - 320 LUFKIN MARK 144" STROKE PUMPING UNIT WITH 330
WAUKESHA RENTAL ENGINE
(2) 4 X 20 HEATER TREATER
(3) 2 - 210 BBL OIL STOCK TANKS
(4) RODS, TUBING, PUMP, WELLHEAD, MISC. CONNECTIONS AND LINES
<PAGE>
Exhibit 10.3 Page 52 of 53
INTERNATIONAL PAPER COMPANY #1 SWD API #23-157-20914
(1) 1 - 500 BBL HORIZONTAL TANK
(2) WELLHEAD, TUBING, PACKER AND MISC. CONNECTIONS
(3) PETTIS #1 - SPARE WELLBORE FOR FUTURE UTILITY AS SWD WELL
RICELAND LUMBER COMPANY #1 API #170-11-20737
(1) 1 - 320 LUFKIN 100' STROKE PUMPING UNIT WITH ELECTRIC MOTOR
AND CONTROLS
(2) 4 X 20 HEATER TREATER
(3) 2 - 400 BBL OIL STOCK TANKS
(4) 1 - 400 BBL SW TANK
(5) SW TRANSFER PUMP
(6) RODS, TUBING, PUMP, WELLHEAD, MISC. CONNECTIONS AND LINES
RICELAND LUMBER COMPANY A-2 API #170-11-20561
(1) 1 - GUIBERSON UNIDRAULIC PUMP WITH SUBSURFACE EQUIPMENT
WITH 330 WAUKESHA RENTAL ENGINE
(2) 6 X 20 HEATER TREATER
(3) 2 - 400 BBL OIL STOCK TANKS
(4) 1 - 400 BBL FIBERGLASS SW TANK
(5) TUBING, WELLHEAD, MISC. CONNECTIONS AND LINES
RICELAND LUMBER COMPANY SWD API #170-11-20765
(1) 1 - 500 BBL HORIZONTAL TANK
(2) 1 - SW PUMP WITH ELECTRIC MOTOR AND CONTROLS
(3) 2 - 400 BBL TANKS
(4) WELLHEAD, TUBING, PACKER AND MISC. CONNECTIONS
ARMSTRONG-OAKLAND #2 API #23-001-23186
(1) 1 - 228 LUFKIN MARK 100" STROKE PUMPING UNIT WITH/14'
SUBSTRUCTURE WITH 330 WAUKESHA RENTAL ENGINE
(2) 1 - 4 X 27 1/2 NATIONAL HEATER TREATER
(3) 2 - 300 BBL OIL STOCK TANKS
(4) 2 - 500 BBL HOZ. SW TANKS
(5) RODS, TUBING, PUMP, WELLHEAD, MISC. CONNECTIONS AND LINES
MACNEIL FAMILY MINERAL TRUST #2 API #23-001-21371
(1) 1 - 228 LUFKIN MARK 86" STROKE PUMPING UNIT WITH 330
WAUKESHA RENTAL ENGINE
(2) 4 X 27 1/2 BAKER HEATER TREATER
(3) 2 - 300 BBL OIL STOCK TANKS
(4) RODS, TUBING, PUMP, WELLHEAD, MISC. CONNECTIONS AND LINES
<PAGE>
Exhibit 10.3 Page 53 of 53
MACNEIL FAMILY MINERAL TRUST #4 API #23-001-22995
(1) 1 - 228 LUFKIN MARK 86" STROKE PUMPING UNIT WITH 330
WAUKESHA RENTAL ENGINE
(2) 4 x 27 1/2 BAKER HEATER TREATER
(3) 2 - 300 BBL OIL STOCK TANKS
(4) RODS, TUBING, PUMP, WELLHEAD, MISC. CONNECTIONS AND LINES
PALATINE HILLS UNIT #4 API #23-001-21397
(1) 1 - 228 LUFKIN MARK 86" STROKE PUMPING UNIT WITH 330
WAUKESHA RENTAL ENGINE
(2) 4 X 27 1/2 BAKER HEATER TREATER
(3) 2 - 300 BBL OIL STOCK TANKS
(4) RODS, TUBING, PUMP, WELLHEAD, MISC. CONNECTIONS AND LINES
PALATINE HILLS UNIT #5 API #23-001-21394
(1) 1 - 228 LUFKIN MARK 86" STROKE PUMPING UNIT
(2) 4 X 27 1/2 BAKER HEATER TREATER
(3) 2 - 300 BBL OIL STOCK TANKS
MACNEIL A-1 SWD API #23-001-21351
PALATINE HILLS UNIT #9 SWD API #23-001-21435
(1) 2 - 500 BBL HORIZONTAL TANKS
(2) 3 - 500 BBL TANKS
(3) 1 - SALTWATER PUMP WITH 330 WAUKESHA RENTAL ENGINE
(4) 1 - 300 BBL TANK FOR SAND
(5) WELLHEADS, TUBING, PACKERS AND MISC. CONNECTIONS AND LINES
(6) MACNEIL FAMILY MINERAL TRUST #3 - SPARE WELLBORE FOR FUTURE
UTILITY AS SWD WELL
USA 19-3 API #23-037-01079
(1) 1 - 320 LUFKIN MARK 100" STROKE PUMPING UNIT
SN #93722L-454270 WITH 330 WAUKESHA RENTAL ENGINE
(2) 1 - 6 X 27 1/2 HEATER TREATER
(3) 1 - 210 OIL STOCK TANK SN #E20821
(4) 1 - 500 OIL STOCK TANK
(5) RODS, TUBING, PUMP, WELLHEAD, MISC. CONNECTIONS AND LINES
USA 19-5 SWD API #23-037-01077
(1) 1 - 6 X 27 1/2 HEATER TREATER USED TO CLEAN AND TRAP OIL
SN #81464
(2) WELLHEAD, TUBING, PACKER AND MISC. CONNECTIONS
(3) USA 19-6 - SPARE WELLBORE FOR FUTURE UTILITY AS SWD WELL
<PAGE>
