SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Under to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): November 15, 1996
Commission File Number: 0-14096
FORELAND CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Nevada 87-0422812
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
12596 W. Bayaud Avenue
Suite 300, Lakewood, Colorado 80228
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code:
(303) 988-3122
N/A
(Former name, former address, and formal fiscal year, if changed since
last report)
<PAGE>
ITEM 2. ACQUISITION OF ASSETS
In November 1996, the Company purchased from Plains Petroleum Operating
Company, a wholly-owned subsidiary of Barrett Resources Corporation ("Barrett"),
its 40% working interest in the Eagle Springs field, including related wells,
fixtures, facilities, and equipment, effective as of August 1, 1996. With this
purchase of the 40% minority interest, the Company will own 100% of the working
interest in this field in which it is conducting an ongoing development program.
The purchase price for the 40% working interest was $2.5 million, with
adjustments for oil sales, oil inventory, operating expenses, and accrued unpaid
property and production taxes after that date for a net amount of approximately
$2.4 million delivered at the closing of the transaction on November 15, 1996.
The purchase of the working interest was pursuant to the Company's exercise of
its right of first refusal to purchase such interest on the same terms as
offered by Barrett to third parties and was the result of arm's length
negotiations.
The source of funds for the acquisitions was approximately $1.4 million
from net proceeds received from the sale of equity securities during the fourth
fiscal quarter and $1 million drawn under the Company's recently established
bank credit facility with Colorado National Bank, Denver, Colorado. (See the
Company's quarterly report on form 10-Q for the quarter ended September 30,
1996.)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired. Not applicable.
(b) Pro forma financial information. Not applicable.
(c) Exhibits. The following exhibit is included as part of this report:
SEC
Exhibit Reference
Number Number Title of Document Location
- ------- --------- --------------------------------------- ----------
2.01 2 Purchase and Sale Agreement dated This
November 14, 1996, between Plains Filing
Petroleum Operating Company an Eagle
Springs Production Limited Liability
Company, respecting the purchase of
Plains' interest in the Eagle Springs
field, with related Assignment,
Conveyance, and Bill of Sale
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: November 22, 1996
FORELAND CORPORATION
By:/s/ N. Thomas Steele, President
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (the "Agreement"), made and entered into this
14th day of November, 1996, by and between Plains Petroleum Operating Company,
whose address is 1515 Arapahoe Street, Tower 3 - Suite 1000, Denver, Colorado
80202 (hereinafter referred to as "Seller"), and Eagle Springs Production
Limited Liability Company, whose address is 2561 South 1560 West, Suite 200,
Woods Cross, Utah 84087 (hereinafter referred to as "Buyer").
I. PURCHASE AND SALE
1.01 Purchase and Sale. In consideration of the mutual promises contained
herein, the benefits to be derived by each party hereunder and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and subject to the terms of this Agreement, Seller agrees to sell
the Interests to Buyer and Buyer agrees to purchase the Interests from Seller.
1.02 Interests. The term "Interests" shall have the same meaning assigned
to it in the Assignment, Conveyance and Bill of Sale dated November 14, 1996,
from Seller to Buyer (the "Assignment") attached hereto as Exhibit 1.
1.03 Effective Date. The purchase and sale of the Interests shall be
effective for all purposes on August 1, 1996, at 7:00 a.m., local time at the
location of the Leases (the "Effective Date").
II. PURCHASE PRICE
2.01 Purchase Price. The purchase price for the Interests is Two Million,
Five Hundred Thousand Dollars ($2,500,000.00) subject to adjustments set forth
in Section 2.02 and Section 4.01 (the "Purchase Price").
2.02 Adjustments to Purchase Price. The Purchase Price shall be adjusted
as provided in this Section 2.02 and the resulting amount shall be referred to
as the "Adjusted Purchase Price." Not less than three (3) business days prior to
the Closing Date, Buyer shall deliver to Seller a closing statement containing
these adjustments to the Purchase Price using the best information then
available and prepared in accordance with customary accounting principles used
in the oil and gas industry (the "Closing Statement").
(a) The Purchase Price shall be increased by the following:
(1) an amount equal to the quantity of merchantable oil produced
from the Leasehold Interests (as defined in the Assignment) in storage
at the Effective Date, and not sold or disposed of prior to Closing,
multiplied by the posted price for such oil at the Effective Date, net
of all taxes and gravity adjustments and transportation expenses
necessary to market such production;
(2) the amount of all operating and capital expenditures,
together with any lease operating expenses charged under the
applicable operating agreement and general and administrative costs
charged as overhead charges under applicable operating agreement, that
are (i) attributable to the Interests during the period between the
Effective Date and Closing, and (ii) incurred by Seller, including
without limitation capital expenditures;
(3) taxes paid by Seller for assessments based on ownership of
the Interests after the Effective Date, the production of hydrocarbons
therefrom, or the receipt of proceeds attributable thereto (excluding
income taxes) after the Effective Date;
(4) an amount equal to all prepaid expenses attributable to the
Interests paid by Seller and attributable to the period from and after
the Effective Date, including without limitation prepaid ad valorem,
property, production and other taxes and payments for insurance
coverage accruing to the benefit of Buyer subsequent to the Effective
Date.
(b) The Purchase Price shall be decreased by the following:
(1) the amount of net proceeds or other value received by Seller
for the sale or disposition of substances, as defined herein,
including net proceeds from the sale of liquids and other constituents
removed in gas plants or other processing facilities for production
occurring after the Effective Date;
(2) the amount of proceeds or other value received by Seller for
the sale or disposition after the Effective Date of any portion of the
Interests;
(3) the amount of all unpaid taxes and assessments based on the
ownership of property, the production of hydrocarbons or the receipt
of proceeds, excluding income taxes, accruing to the Interests prior
to the Effective Date and for the payment of which Buyer assumes
liability subsequent to Closing. If possible, this adjustment shall
be computed using the tax rate and values for the tax period in
question. If this is not possible, the adjustment shall be based on
the taxes assessed for the immediately preceding tax period. If taxes
assessed for the preceding tax period are determined to be more or
less than the actual taxes, the difference shall be a Post-Closing
Adjustment or Subsequent Adjustment under Sections 4.01 and 4.02.
III. CLOSING
3.01 Closing Date. Subject to the terms of this Agreement, the
consummation of the transactions contemplated by this Agreement ("Closing"),
shall occur at Seller's office listed above (or at such other place and time as
the Parties may agree) on or before November 15, 1996. The date on which
Closing actually occurs is referred to herein as the "Closing Date."
3.02 Closing Obligations. At Closing, the following shall occur, each
being a condition precedent to the others and each being deemed to have occurred
simultaneously:
(a) Upon confirmation of receipt of the Adjusted Purchase Price,
Seller shall execute and deliver to Buyer an assignment conveying the
Interests to Buyer in the form attached to this Agreement as Exhibit 1.
Seller shall also execute and deliver such other assignments on appropriate
forms as may be required by governmental authority, subject to the terms of
the assignment attached as Exhibit 1. The assignment(s) shall provide for
warranty of title by, through and under Seller, but not otherwise.
(b) Seller and Buyer shall execute and deliver to each other the
Closing Statement.
(c) Buyer shall deliver the Adjusted Purchase Price to Seller by
direct bank or wire transfer, as directed by Seller.
(d) Upon confirmation of receipt of the Adjusted Purchase Price,
Seller shall deliver to Buyer possession of the Interests.
(e) Seller shall execute transfer orders or letters-in-lieu on
forms prepared by Seller and reasonably satisfactory to Buyer directing
purchasers of production to make payment to Buyer as contemplated by this
Agreement.
(f) The parties shall execute a Joint Operating Agreement in the
form attached to this Agreement as Exhibit 2 to cover their joint
operations on the Contract Area described in the Joint Operating Agreement
(known as the "Ghost Ranch Property"). Such Joint Operating Agreement
shall be effective retroactively to August 1, 1996. This Agreement does
not relate to, and the parties do not intend to transfer interests in, the
Ghost Ranch Property.
IV. OBLIGATIONS AFTER CLOSING
4.01 Post-Closing Adjustments. Seller and Buyer acknowledge that the
amount of all adjustments under Section 2.02 may not be available prior to
Closing. Within sixty (60) days, Buyer shall prepare and submit to Seller a
statement containing adjustments contemplated by Section 2.02 that were not
finally determined as of Closing ("Final Settlement Statement"). Seller shall
promptly notify Buyer of any changes Seller proposes and the parties shall
negotiate in good faith to agree on these adjustments within ninety (90) days
after the Closing Date. Payment to the appropriate party shall be made within
five (5) business days after agreement is reached ("Final Settlement Date").
4.02 Subsequent Adjustments . Seller and Buyer recognize that either party
may receive funds or pay expenses after the Final Settlement Date which are
properly the property or obligation of the other party. Upon receipt of net
proceeds or net expenses due to or payable by the other party, whichever occurs
first, such party shall submit a statement showing the items of income and
expense. Payment by the appropriate party shall be made within ten (10)
business days of receipt of the statement.
4.03 Reservation of Claims. Except as provided in this Agreement, Seller
is entitled to all claims related to the Interests prior to the Effective Date
regardless of when payment is made. Except as provided in this Agreement, Buyer
is entitled to all claims related to the Interests which arise after the
Effective Date.
4.04 Sales and Use Taxes and Recording Fees. Buyer shall pay all
applicable transfer, sales and use taxes occasioned by the sale of the
Interests. Buyer shall also pay all documentary, filing and recording fees
required in connection with the filing and recording of all instruments
contemplated by this Agreement.
4.05 Further Assurances. After Closing, Seller and Buyer agree to execute
and deliver such instruments and take other action as may be necessary or
advisable to carry out their obligations under this Agreement.
V. MISCELLANEOUS
5.01 Notices. All notices required or permitted under this Agreement shall
be effective upon receipt if personally delivered, if mailed by registered or
certified mail, postage prepaid, or if delivered by telegram, telecopy or
facsimile if directed to the parties as follows:
TO BUYER:
Eagle Springs Production Limited Liability Company
2561 South 1560 West, Suite 200
Woods Cross, Utah 84087
Telephone: (801) 298-9866
Fax: (801) 298-9889
Attn: Bruce Decker
TO SELLER:
Plains Petroleum Operating Company
1515 Arapahoe Street, Tower 3 - Suite 1000
Denver, Colorado 80202
Telephone: (303) 606-4052
Fax: (303) 629-8281
Attn: Joseph P. Barrett
Any party may give written notice of a change in the address or individual
to whom delivery shall be made.
5.02 Expenses. Except as otherwise specifically provided in this
Agreement, all fees, costs and expenses incurred by the parties in negotiating
this Agreement or in consummating the transactions contemplated by this
Agreement shall be paid by the party incurring them.
5.03 Amendment. This Agreement may not be altered or amended, nor any
rights waived, except by a written instrument executed by the party to be
charged with the amendment or waiver. No waiver of any provision of this
Agreement shall be construed as a continuing waiver of the provision.
5.04 Conditions. The inclusion in this Agreement of conditions to Seller's
and Buyer's obligations at Closing shall not, in and of itself, be a covenant of
either party to satisfy the conditions to the other party's obligations at
Closing.
5.05 Headings. The headings are for convenience only and do not limit or
otherwise affect the provisions of this Agreement.
5.06 Counterparts. This Agreement may be executed in counterparts, each of
which shall be an original and which, taken together, shall constitute the same
instrument.
5.07 References. References, including use of a pronoun, shall include,
where applicable, masculine, feminine, singular or plural individuals or legal
entities.
5.08 Governing Law. This Agreement and the transactions contemplated by
this Agreement shall be governed and construed in accordance with the internal
laws of the State of Colorado without giving effect to any principles of
conflicts of laws.
5.09 Announcements. Except as required by law, prior to Closing,
neither Seller nor Buyer shall announce or otherwise publicize this Agreement or
the transactions contemplated by this Agreement without the prior written
consent of the other party.
5.10 Entire Agreement. This Agreement is the entire understanding between
Seller and Buyer concerning the subject matter of this Agreement. This
Agreement supersedes all negotiations, discussions, representations, prior
agreements and understandings, whether oral or written.
5.11 Parties in Interest This Agreement is binding upon and shall inure to
the benefit of Seller and Buyer and, except where prohibited, their heirs,
successors, representatives and assigns. No other party is intended to have any
benefits, rights or remedies under this Agreement. There are no third-party
beneficiaries.
5.12 Buyer's Responsibility. Buyer acknowledges that it is the operator
of the Interests. As such it has superior knowledge as to the Interests and has
made its analyses and decisions as to proceeding with this transaction based
upon such knowledge and not upon any information it might have received from
Seller.
5.13 Exhibits. All exhibits attached to this Agreement are incorporated
into this Agreement for all purposes.
5.14 Severance. If any provision of this Agreement is found to be illegal
or unenforceable, the other terms of this Agreement shall remain in effect and
this Agreement shall be construed as if the illegal or unenforceable provision
had not been included.
5.15 Operating Agreement. The parties agree that upon the Closing of the
purchase and sale transaction evidenced by this Agreement, Seller shall have
fully discharged all obligations it may have owed to Buyer under the
preferential right to purchase provisions of that certain Operating Agreement
dated August 1, 1994, between Seller and Buyer covering Federal Leases NVN-
0012321 and NVN-42341. Upon consummation of this transaction, such Operating
Agreement shall terminate; provided, however, that nothing in this Agreement
shall be deemed to constitute a release or waiver by either party of any claims
it may have against the other party pertaining to operation of the Interests
prior to the Effective Date and, as to any such claims, the provisions of the
Operating Agreement shall continue to apply.
SELLER:
Plains Petroleum Operating Company
By:
/S/
Joseph P. Barrett, Vice President--Land
BUYER:
Eagle Springs Production Limited Liability Company
By:
/S/
Kenneth L. Ransom, Manager
EXHIBIT 1
To that certain Purchase and Sale Agreement dated November 14, 1996
by and between Plains Petroleum Operating Company
and Eagle Springs Limited Liability Company
ASSIGNMENT, CONVEYANCE AND BILL OF SALE
THIS ASSIGNMENT, CONVEYANCE AND BILL OF SALE (herein called "Assignment") is
made between PLAINS PETROLEUM OPERATING COMPANY, hereinafter called "ASSIGNOR",
having an address of 1515 Arapahoe - Tower 3, Suite 1000, Denver, Colorado 80202
and EAGLE SPRINGS PRODUCTION LIMITED LIABILITY COMPANY, a Nevada limited
liability company, hereinafter called "ASSIGNEE", having an address of 2561
South 1560 West, Suite 200, Woods Cross, UT 84087.
In consideration of Ten Dollars ($10.00), other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and of the
covenants and agreements set forth herein, ASSIGNOR hereby grants, sells,
assigns, transfers and conveys to ASSIGNEE, its successors and assigns, that
portion of ASSIGNOR'S right, title and interest set forth on Exhibit "A"
attached hereto and made a part of this Assignment by incorporation and
reference, in and to the following (all of which are herein called the
"Interests"):
1. Federal Oil and Gas Leases NVN-0012321 and NVN-42341 in Nye county, Nevada
(the "Leasehold Interests") insofar and only insofar as the Leasehold Interests
cover the lands and depths described in Exhibit "A" (herein collectively called
the "Lands"), together with all of the property and rights incident thereto;
2. All permits, franchises, licenses, servitudes, easements, surface leases,
rights-of-way and any other rights associated with the exploration, development,
operation, marketing, maintenance and production of oil, gas and associated
hydrocarbons from the Lands or relating to the Leasehold Interests;
3. All contracts and agreements affecting the Lands and Leasehold Interests
including, but not limited to, rights and interests in or derived from crude oil
purchasing agreements, unit agreements, communitization agreements, joint
operating agreements, pooling agreements, farmout/farmin agreements, enhanced
recovery and injection agreements, boundary line or well agreements, assignments
of operating rights, working interests and subleases;
4. All of the personal property, fixtures and improvements now or as of the
Effective Date located on or in the vicinity of the Lands and used in connection
with operations of the Lands, or with the production, treatment, sale or
disposal of hydrocarbons or water produced therefrom or attributable thereto,
including, without limitation, the personal property described in Exhibit "B"
attached hereto and made part of this Agreement by incorporation and reference,
and all other machinery, equipment, fixtures, tank batteries, pipelines, water
disposal systems and product processing plants located on or in the vicinity of
the Lands or used or obtained in connection with operation of the Lands (herein
called the "Personal Property");
5. All of the wells and boreholes (herein called the "Wells") on the Lands
including without limitation those described in Exhibit B; and
6. The oil, gas, and associated hydrocarbon production from or relating to the
Lands and the Leasehold Interest, if any, from the Effective Date.
EXCEPTING AND RESERVING unto ASSIGNOR, its successors and assigns, that portion
of ASSIGNOR's right, title and interest in the Leasehold Interests not expressly
conveyed hereby and its right, title and interest in the lands and depths not
expressly conveyed hereby.
This ASSIGNMENT shall be subject to the following terms, conditions or
exceptions:
A. This ASSIGNMENT shall be effective as of 7:00 AM PDT, August 1, 1996
("Effective Date").
B. All production from the Lands and the Leasehold Interests, all oil in
storage above the pipeline connection, and all proceeds from the sale of such
production, which are produced from the Lands and the Leasehold Interests or
accrue prior to the Effective Date shall be the property of ASSIGNOR. All such
production which is produced after the Effective Date, and all proceeds for such
production, shall be the property of the ASSIGNOR, except as otherwise provided
herein.
C. ASSIGNOR shall be responsible for payment of its proportionate share
of all expenses and taxes incurred against operation of the Interests prior to
the Effective Date, regardless of when those expenses are billed. ASSIGNEE
shall be responsible for payment of all expenses and taxes incurred against
operation of the Interests after the Effective Date. Property and ad valorem
taxes for the year 1996 shall be prorated between ASSIGNOR and ASSIGNEE as of
the Effective Date. The party making payment of such 1996 taxes shall be
entitled to reimbursement for such payment of the other party's prorated share.
D. ASSIGNEE hereby agrees that it has inspected the Personal Property
assigned and conveyed herein and that is accepts the same in their present
condition. ASSIGNEE hereby understands and agrees that ALL WELLS, FIXTURES,
FACILITIES, EQUIPMENT, LINES AND MATERIALS ARE INTENDED TO BE AND ARE HEREBY
SOLD AND ACCEPTED BY ASSIGNEE ON AN "AS IS, WHERE IS, AND WITH ALL FAULTS"
BASIS. ASSIGNOR MAKES NO REPRESENTATION, COVENANT, OR WARRANTY, EXPRESS,
STATUTORY, OR IMPLIED AS TO THE VALUE, MERCHANTABILITY, DESIGN, CONDITION,
OPERATION, QUANTITY, DURABILITY, QUALITY OR MATERIAL OR WORKMANSHIP, FITNESS FOR
USE, OR AGAINST ANY TYPE OF INFRINGEMENT OF THE PERSONAL PROPERTY DESCRIBED
HEREIN WHETHER ARISING FROM THE COURSE OF PERFORMANCE, COURSE OF DEALING, USAGE
OF TRADE, OR OTHERWISE. ASSIGNEE hereby agrees to assume responsibility for the
Personal Property in and on the Wells, and all other property used on or in
connection therewith, from and after the Effective Date of this Assignment,
including the costs of plugging and abandoning the Wells located thereon as of
the Effective Date of this Assignment.
E. ASSIGNEE agrees to protect, defend, indemnify and hold ASSIGNOR free
and harmless from and against any and all costs, expenses, claims, demands and
causes of action of every kind and character arising out of, incident to, or in
connection with the operation and ownership of the Interests from and subsequent
to the Effective Date. ASSIGNOR agrees to protect, defend, indemnify and hold
ASSIGNEE free and harmless from and against any and all costs, expenses, claims,
demands and causes of action of every kind and character arising out of,
incident to, or in connection with the ownership of the Interests during the
period of ASSIGNOR's ownership and prior to the Effective Date.
F. ASSIGNOR covenants that it has good right and authority to assign and
convey the Interests, and that the same are free and clear of all liens and
encumbrances and that the ASSIGNOR warrants that it will forever defend the
title to the Leasehold Interests against all claims arising by, under or
through, ASSIGNOR, but not otherwise. EXCEPT AS SPECIFICALLY PROVIDED ABOVE,
HOWEVER, THIS ASSIGNMENT IS MADE WITHOUT ANY WARRANTY OF TITLE WHATSOEVER,
EITHER EXPRESSED OR IMPLIED, AND WITHOUT WARRANTY OF ANY KIND OR NATURE
WHATSOEVER RELATING TO THE (1) PHYSICAL, OPERATIONAL, OR ENVIRONMENTAL
CONDITIONS OF ANY OF THE REAL PROPERTY, PERSONAL PROPERTY, OR OIL AND GAS
OPERATIONS THAT ARE A PART OF OR RELATED TO THE INTERESTS, OR ARE COVERED BY,
BEING A PART OF, HELD SUBJECT TO, OR CONDUCTED UNDER THE TERMS AND CONDITIONS OF
ANY LEASES OR OTHER AGREEMENTS THAT ARE A PART OF THE INTERESTS, OR (2) THE
ISSUANCE, REISSUANCE, OR TRANSFER OF ANY PERMITS RELATING TO ANY OF THE
INTERESTS.
G. ASSIGNOR hereby covenants and agrees with ASSIGNEE to execute and
deliver to ASSIGNEE such other and further instruments of conveyance,
assignment, and transfer, and to do, or cause to be done, all such acts and
things as may be necessary to more fully convey, assign, and transfer to and
vest in ASSIGNEE the above specified interests in all of the lands, leases, and
properties, rights and interests herein transferred, assigned and conveyed or
intended so to be.
H. This Assignment is made and delivered pursuant to, and is subject to
the terms of, that certain Purchase and Sale Agreement Dated November 14, 1996
by and between ASSIGNOR and ASSIGNEE, and to all overriding royalty interests
and other burdens on production of record as of the Effective Date.
I. The terms, conditions or exceptions contained herein shall constitute
covenants running with the land and shall be binding upon, and for the benefit
of, the respective successors and assigns of PLAINS PETROLEUM OPERATING COMPANY
and EAGLE SPRINGS PRODUCTION LIMITED LIABILITY COMPANY.
J. Separate assignments of the Interest may be executed on officially
approved forms by ASSIGNOR to ASSIGNEE, in sufficient counterparts to satisfy
applicable statutory and regulatory requirements. Those assignments shall be
deemed to contain all of the exceptions, reservations, warranties, rights,
titles, powers and privileges set forth herein as though they were set forth in
each such assignments. The interest conveyed by such separate assignments are
the same, and not in addition to, the Interest conveyed herein.
K. This Assignment may be executed in any number of counterparts, and
each counterpart hereof shall be deemed to be an original instrument, but all
such counterparts shall constitute but one assignment.
L. This Assignment shall bind and inure to the benefit of ASSIGNOR and
ASSIGNEE and their respective successors.
Executed on November 14, 1996, to be effective for all purposes as of the
Effective Date.
ASSIGNOR
Plains Petroleum Operating Company
Attest:
/S/ /S/
Joseph P. Barrett
Vice President--Land
ASSIGNEE
Eagle Springs Production Limited Liability Company
/S/
Kenneth L. Ransom
Manager
STATE OF COLORADO )
)ss.
COUNTY OF JEFFERSON )
On this 14th day of November, 1996, before me, the undersigned Notary Public in
and for said County and State, personally appeared Kenneth L. Ransom, Manager of
Eagle Springs Production Limited Liability Company, and he stated that said
instrument was signed on behalf of said limited liability company and
acknowledged said instrument to be the free act and deed of said limited
liability company.
Witness my hand and seal the date first above written.
My Commission Expires: /s/
12/20/99 Notary Public
STATE OF COLORADO )
)ss.
COUNTY OF DENVER )
On this 14th day of November, 1996, before me, the undersigned Notary Public in
and for said County and State, personally appeared Joseph P. Barrett, Vice
President-Land, and , Assistant Secretary of Plains Petroleum
Operating Company, and they stated that that said instrument was signed on
behalf of said corporation by authority of its Board of Directors and
acknowledged said instrument to be the free act and deed of said corporation.
Witness my hand and seal the date first above written.
My Commission Expires: /s/
12/20/99 Notary Public
EXHIBIT "A"
ATTACHED TO AND MADE A PART OF THAT CERTAIN
ASSIGNMENT, CONVEYANCE AND BILL OF SALE
DATED EFFECTIVE AUGUST 1, 1996
BETWEEN PLAINS PETROLEUM OPERATING COMPANY, AS ASSIGNOR, AND
EAGLE SPRINGS PRODUCTION LIMITED LIABILITY COMPANY, AS ASSIGNEE
NYE COUNTY NEVADA
SCHEDULE OF LEASES
All of Plains Petroleum Operating Company interest in Tract I and Tract II:
TRACT I
NVN - 012321
Township 9 North - Range 57 East MDM
- ------------------------------------
Section 35: W/2NE/4, E/2NW/4, N/2N/2SW/4 (all depths)
Nye County, Nevada
TRACT II
NVN - 42341
Township 9 North - Range 57 East, MDM
- -------------------------------------
Section 34: N/2 (all depths)
Section 35: E/2NE/4, N/2N/2SE/4 (all depths)
Section 36: NW/4 , W/2NE/4, NE/4NE/4, N/2N/2S/2 (all depths)
Nye County, Nevada
50% of Plains Petroleum Operating Company interest in Tract III and Tract IV:
TRACT III
NVN - 012321
Township 9 North - Range 57 East MDM
- ------------------------------------
Section 35: S/2N/2SW/4 - limited to all depths below 6,000.
Nye County, Nevada
TRACT IV
NVN - 42341
Township 9 North - Range 57 East, MDM
- -------------------------------------
Section 35: S/2SW/4 - limited to all depths below 6,000 feet.
Section 35: S/2SE/4, S/2N/2SE/4 - limited to all depths below 5,500.
Section 36: SW/4SW/4, S/2NW/4SW/4 - limited to all depths below 5,500 feet.
Section 36: S/2SE/4, S/2N/2SE/4, SE/4SW/4, S/2NE/4SW/4 - limited to all
depths below 5,000 feet
Nye County, Nevada
EXHIBIT "B"
ATTACHED TO AND MADE A PART OF THAT CERTAIN
ASSIGNMENT, CONVEYANCE AND BILL OF SALE
DATED EFFECTIVE AUGUST 1, 1996
BETWEEN PLAINS PETROLEUM OPERATING COMPANY, A SUBSIDIARY OF BARRETT RESOURCES
CORPORATION, AS ASSIGNOR, AND EAGLE SPRINGS PRODUCTION LIMITED LIABILITY
COMPANY, AS ASSIGNEE
NYE COUNTY, NEVADA
SCHEDULE OF WELLS, FIXTURES, FACILITIES AND EQUIPMENT
WELL NAME WELLSITE EQUIPMENT INVENTORY
/NO.
Eagle Other Equipment - Treater w/leak in metal shed
Springs #1- one small circ. pump
34 Production Storage - 3 Tanks
Eagle Motor - Triplex - Located in "B" Treater Bldg.
Springs Electric Panel - Side of Treater Bldg.
#81-35 WDW Wellhead - Standard/Weatherford
Tubing String - 7300' 2 7/8"
Other Equipment - 2000' 2 7/8" Pressureline from
"B" to Well
Eagle Pad - Concrete
Springs #2-Wellhead - Standard
36 (Penn 2)Rod String - Polish Rod sticking out
Tubing String
Other Equipment - Production line included in field
equipment inventory
Eagle Wellhead - Standard
Springs #4-Other Equipment - Production line included in field
36 (Penn 4) equipment inventory
Eagle Pumpjack -1953 Model Lufkin 456
Springs Pad - Concrete
#73-35 Motor - 60 HP
Electric Panel - Standard
Chemical Feed - Box/Barrel
Wellhead - Standard
Rod String - 6325' 1" 7/8" 3/4"
Tubinh String - 6400' 2 7/8"
Downhole Pump - 2" National
Eagle Pumpjack - Lufkin 456
Springs Pad - 3' x 12' Wood Plank
#43-36 Motor - 60 HP
Electric Panel - Standard
Chemical Feed - Box
Wellhead - Standard
Rod String - 6597' 1 7/8"
Tubing String - 6625' 2 7/8
Downhole Pump - 1 1/2"
Eagle Pumpjack - Lufkin 640
Springs #1-Pad - 3' x 12' Wood
36 (Penn 1)Motor - 60 HP
Wellhead - Standard
Rod String - 6596' 1 7/8"
Tubing String - 6630' 2 7/8"
Downhole Pump - 1 3/4"
Eagle Pumpjack - Morgan 456
Springs Pad - Concrete
#74-35 Motor - 60 HP
Electric Panel - Standard
Wellhead - Standard
Rod String - 6555' 1" 7/8"
Tubing String - 6600' 2 7/8"
Downhole Pump - 1 3/4"
Eagle Pumpjack - Salzgetter 456
Springs Pad - 3' x 12' well
#84-35 Motor - 60 HP
Electric Panel - Standard
Wellhead - Standard
Rod String - 6800' 1" 7/8" 3/4"
Tubing String - 6850' 2 7/8"
Downhole Pump - 1 1/2" National
Eagle Pumpjack - Salzgetter 456
Springs #5-Pad - 3' x 12' Wood
36 (Penn 5)Motor - 60 HP
Electric Panel - Standard
Chemical Feed - Box
Wellhead - Standard
Rod String - 6861' 1" 7/8"
Tubing String - 6900' 2 7/8"
Downhole Pump - 1 1/2" National
Other Equipment - Chemical Feed Storage
Other 210 Barrel Tank
Fixtures, Production Manifold
Facilities 3700' 4" Pipe
and 4400' 3" Pipe
Equipment O'Neil Heater Treater
Heater 6 x 15
500 Gallon Tank
100 Gallon Tank
1400' 1 1/4" Tubing
Treater
5 Electric Motors
Pine Line
Metal Bldg. Over Well Equipment
Electrical Panel
Emulsion Treater
Insulated Bulk Tanks
Waste Water Injection Well
Insulated Bulk Tanks
Leased Heated Flat Tank
Glycol Circulation Heater
Lined Oil Seperator
Dump Valves & Water Valves
Hilti Drill
300 Barrel Tank
500 Barrel Tank
1000 Gallon Tank
Steele Stairs and Catwalk
Injected Water Filter
100 Barrel Naptha Tank
Hellstar Pumpjack
Storage
Boiler Building
2 Concrete Pumpjack Pads
Battery Flowline w/Pipes/Valves
15' x 15' Steel Compressor Building
15' x 15' Steel Inj. Well Building
8' x 20' Boiler Lean/To Shed
