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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 1-9743
ENRON OIL & GAS COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 47-0684736
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1400 SMITH STREET, HOUSTON, TEXAS 77002-7337
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 713-853-6161
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
Common Stock, without par value New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /.
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /X/
Aggregate market value of the voting stock held by non-affiliates of the
registrant, based on the closing sale price in the daily composite list for
transactions on the New York Stock Exchange on March 1, 1994 was $665,277,983.
As of March 1, 1994, there were 79,920,000 shares of the registrant's Common
Stock, without par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE. Certain portions of the registrant's
definitive Proxy Statement for the May 3, 1994 Annual Meeting of Shareholders
('Proxy Statement') are incorporated in Part III by reference.
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TABLE OF CONTENTS
PART I
PAGE
Item 1. Business----------------------------- 1
General-------------------------- 1
Business Segments---------------- 1
Exploration and Production------- 1
Marketing------------------------ 3
Wellhead Volumes and Prices, and
Lease and Well Expenses-------- 5
Other Natural Gas Marketing
Volumes and Prices------------- 6
Competition---------------------- 6
Regulation----------------------- 6
Relationship Between the Company
and Enron Corp.---------------- 9
Other Matters-------------------- 11
Current Executive Officers of the
Registrant--------------------- 13
Item 2. Properties--------------------------- 14
Oil and Gas Exploration and
Production Properties and
Reserves----------------------- 14
Item 3. Legal Proceedings-------------------- 17
Item 4. Submission of Matters to a Vote of
Security Holders--------------------- 17
PART II
Item 5. Market for the Registrant's Common
Equity and Related Shareholder
Matters---------------------------- 18
Item 6. Selected Financial Data-------------- 19
Item 7. Management's Discussion and Analysis
of Financial Condition and Results
of Operations---------------------- 20
Item 8. Financial Statements and
Supplementary Data------------------- 27
Item 9. Disagreements on Accounting and
Financial Disclosure----------------- 27
PART III
Item 10. Directors and Executive Officers of
the Registrant----------------------- 27
Item 11. Executive Compensation--------------- 27
Item 12. Security Ownership of Certain
Beneficial Owners and
Management------------------------- 27
Item 13. Certain Relationships and Related
Transactions------------------------- 27
PART IV
Item 14. Exhibits, Financial Statement
Schedules, and Reports on Form
8-K-------------------------------- 28
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PART I
ITEM 1. BUSINESS
GENERAL
Enron Oil & Gas Company (the 'Company'), a Delaware corporation, is engaged
in the exploration for, and the development and production of, natural gas and
crude oil primarily in major producing basins in the United States and, to a
lesser extent, in Canada, Trinidad and selected other international areas. At
December 31, 1993, the Company's estimated net proved natural gas reserves were
1,772 billion cubic feet ('Bcf') and estimated net proved crude oil, condensate
and natural gas liquids reserves were 20.9 million barrels ('MMBbl'). (See
'Supplemental Information to Consolidated Financial Statements'). At such date,
approximately 78% of the Company's reserves (on a natural gas equivalent basis)
was located in the United States, 16% in Canada and 6% in Trinidad. As of
December 31, 1993, the Company employed approximately 690 persons.
The Company's core areas are the Big Piney area in Wyoming, South Texas
primarily centered in the Lobo Trend area, the Matagorda Trend area located in
federal waters offshore Texas and the Canyon Trend located in West Texas. The
Company's other domestic natural gas and crude oil producing properties are
located primarily in other areas of Texas, Utah, New Mexico, Oklahoma and
California. The Company also has natural gas and crude oil producing properties
located in western Canada, primarily in the provinces of Alberta, Saskatchewan
and Manitoba, and in Trinidad. At December 31, 1993, 95% of the Company's proved
domestic reserves (on a natural gas equivalent basis) was natural gas and 5% was
crude oil, condensate and natural gas liquids. A substantial portion of the
Company's natural gas reserves is in long-lived fields with well established
production histories. The opportunity exists to increase production in many of
these fields through infill drilling.
Enron Corp. currently owns 80% of the outstanding common stock of the
Company. (See 'Relationship Between the Company and Enron Corp.').
Unless the context otherwise requires, all references herein to the Company
include Enron Oil & Gas Company, its predecessors and subsidiaries. Unless the
context otherwise requires, all references herein to Enron Corp. include Enron
Corp., its predecessors and affiliates, other than the Company and its
subsidiaries.
With respect to information on the Company's working interest in wells or
acreage, 'net' oil and gas wells or acreage are determined by multiplying
'gross' oil and gas wells or acreage by the Company's working interest in the
wells or acreage. Unless otherwise defined, all references to wells are gross.
BUSINESS SEGMENTS
The Company's operations are all natural gas and crude oil exploration and
production related. Accordingly, such operations are classified as one business
segment.
EXPLORATION AND PRODUCTION
The Company's six principal U.S. producing areas are the Big Piney area,
South Texas area, Matagorda Trend area, Canyon Trend area, Pitchfork Ranch field
and Vernal area. Properties in these areas comprised approximately 76% of the
Company's domestic reserves (on a natural gas equivalent basis) and 83% of the
Company's maximum domestic net natural gas deliverability as of December 31,
1993 and are substantially all operated by the Company. The Company also has
operations in Canada and in Trinidad and is conducting exploration in selected
other international areas.
BIG PINEY AREA. The Company's largest reserve accumulation is located in
the Big Piney area in Sublette and Lincoln counties in southwestern Wyoming. The
Company is the holder of the largest productive acreage base in this area, with
approximately 200,000 net acres under lease directly within field limits. A
portion of the natural gas production from new wells drilled during 1991 and
1992 on the Company's leases in the Big Piney area is classified as tight
formation natural gas. (See 'Other
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Matters - Tight Gas Sand Tax Credits (Section 29) and Severance Tax Exemption').
The Company operates approximately 461 natural gas wells in this area in which
it owns a 91% average working interest. Production from the area net to the
Company averaged 126 million cubic feet ('MMcf') per day of natural gas and 1.4
thousand barrels ('MBbl') per day of crude oil, condensate, and natural gas
liquids in 1993. At December 31, 1993, maximum natural gas deliverability net to
the Company was approximately 138 MMcf per day.
The current principal producing intervals are the Frontier and Mesaverde
formations. The Frontier formation, which occurs at 6,500-10,000 feet, contains
approximately 66% of the Company's current Big Piney reserves. The Company
drilled 48 wells in the Big Piney area in 1993 and anticipates an active
drilling program will continue for several years.
SOUTH TEXAS AREA. The Company's activities in South Texas are focused in
the Wilcox, Expanded Wilcox, Frio and Lobo producing horizons. The primary area
of activity is in the Lobo Trend which occurs primarily in Webb and Zapata
counties.
The Company operates approximately 625 wells in the South Texas area.
Production is primarily from the Lobo sand of the Wilcox formation at depths
ranging from 7,000 to 11,000 feet. The Company has approximately 260,000 acres
under lease in this area and a majority of the natural gas production from new
wells drilled during 1991 and 1992 on Company leases in the South Texas Lobo
area is classified as tight formation natural gas. (See 'Other Matters - Tight
Gas Sand Tax Credits (Section 29) and Severance Tax Exemption'). Natural gas
sales net to the Company averaged 225 MMcf per day in 1993. At December 31,
1993, maximum natural gas deliverability net to the Company was approximately
250 MMcf per day. The Company drilled 104 wells in the South Texas area in 1993
and anticipates an active drilling program will continue for several years.
MATAGORDA TREND AREA. The Company has an interest in several fields in the
Matagorda Trend area, located 20 miles south of Port O'Connor, Texas in federal
waters. The Company has a 78% working interest in Block 638 and a 92% working
interest in Block 620. In Matagorda Blocks 555, 556, 700 and 713, the Company
has an approximate 70%, 50%, 62% and 64% working interest, respectively. In
addition, the Company has an approximate 82% and 50% working interest in Mustang
Island Blocks 758 and 784, respectively. The Company operates all of the
offshore tracts mentioned above. Natural gas sales from these areas net to the
Company averaged 59 MMcf per day in 1993. At December 31, 1993, maximum natural
gas deliverability net to the Company from these blocks was approximately 76
MMcf per day. The Company expects to maintain an active drilling program in the
Gulf of Mexico during 1994.
CANYON TREND AREA. The Company has added approximately 90,000 acres in this
area during the last five years. Activities have been concentrated in Sutton,
Crockett and Terrell Counties, Texas where the Company drilled 324 natural gas
wells during the period 1991 through 1993. The Company operates approximately
500 natural gas wells in this area in which it owns a 95% average working
interest. Production is from the Canyon sands and Strawn limestone at depths
from 5,500 to 9,500 feet. At December 31, 1993, maximum natural gas
deliverability net to the Company was approximately 70 MMcf per day. The Company
expects to maintain an active drilling program in the Canyon Trend area during
1994. (See 'Other Matters - Tight Gas Sand Tax Credits (Section 29) and
Severance Tax Exemption').
PITCHFORK RANCH FIELD. The Pitchfork Ranch field located in Lea County, New
Mexico, produces primarily from the Bone Spring, Atoka and Morrow formations. In
1993, natural gas sales net to the Company averaged 44 MMcf per day. At December
31, 1993, maximum natural gas deliverability net to the Company was
approximately 46 MMcf per day. During 1993, the Company significantly increased
reserves and deliverability through drilling and workovers. The Company expects
to maintain an active drilling program in this field during 1994. (See 'Other
Matters - Tight Gas Sand Tax Credits (Section 29) and Severance Tax Exemption').
VERNAL AREA. In the Vernal area, located primarily in Uintah County, Utah,
the Company operates approximately 187 producing wells and presently controls
approximately 75,000 net acres. A
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majority of the natural gas production from new wells drilled during 1991 and
1992 on the Company's leases in the Vernal area is classified as tight formation
natural gas. (See 'Other Matters - Tight Gas Sand Tax Credits (Section 29) and
Severance Tax Exemption'). In 1993, natural gas sales from the Vernal area
averaged 24 MMcf per day compared with approximately 29 MMcf per day maximum
deliverability, both net to the Company. Production is from the Green River and
Wasatch formations located at depths between 4,500-8,000 feet. The Company has
an average working interest of approximately 60%. The Company drilled 14 wells
in the Vernal area in 1993 and expects to maintain a comparable drilling program
during 1994.
CANADA. The Company is engaged in the exploration for and the development
and production of natural gas and crude oil and the operation of natural gas
processing plants in western Canada, principally in the provinces of Alberta,
Saskatchewan, and Manitoba. The Company conducts operations from offices in
Calgary. Effective December 31, 1992, the Company consummated the acquisition of
a natural gas property located in the Sandhills field in Saskatchewan. The
property was further developed in 1993 through the drilling of 150 wells
resulting in deliverability net to the Company from the Sandhills property of
approximately 36 MMcf per day at December 31, 1993. Maximum Canadian natural gas
deliverability net to the Company at December 31, 1993 was approximately 76 MMcf
per day, and the Company held approximately 324,000 net undeveloped acres in
Canada. The Company expects to maintain an active drilling program in Canada
during 1994.
TRINIDAD. In November 1992, the Company was awarded a 95% working interest
concession in the South East Coast Consortium Block offshore Trinidad,
previously held by three government-owned energy companies. Three undeveloped
fields containing crude oil and natural gas rich with condensate are scheduled
for development over the next three to five years. Existing surplus processing
and transportation capacity at the Pelican Field facilities owned and operated
by Trinidadian companies is being used to process and transport the production.
Natural gas is being sold into the local market under a take-or-pay agreement
with the National Gas Company of Trinidad and Tobago. At December 31, 1993,
maximum natural gas deliverability net to the Company was approximately 40 MMcf
per day and the Company held approximately 74,000 net undeveloped acres in
Trinidad. As a result of continued development activities, natural gas
deliveries were averaging approximately 60 MMcf per day and condensate
deliveries were averaging approximately 3.3 MBbl per day net to the Company as
of mid-March 1994. The Company expects to maintain an active development
drilling program in this area in 1994.
OTHER INTERNATIONAL. The Company continues to pursue selected other
conventional natural gas and crude oil opportunities outside North America. In
1993, two unsuccessful wells were drilled in Malaysia and one in the United
Kingdom North Sea area. During 1994, the Company will pursue other exploitation
opportunities in countries where indigenous natural gas reserves have been
identified, particularly where synergies in natural gas transportation,
processing and power cogeneration can be optimized with other Enron Corp.
affiliated companies. The Company currently is actively involved in an effort to
obtain joint venture concessions involving two oil fields (Panna and Mukta) and
one natural gas field (Tapti) offshore India in the Bombay High area. Resolution
is anticipated by mid-1994.
In 1993, the Company continued expansion of its international opportunity
portfolio in the coalbed methane recovery arena. In September 1992, the Company
entered into an operating agreement under which it is serving as operator with
another partner in a venture in the Lorraine Basin in France and under which it
exercised, in March 1994, an option to acquire a 50% working interest in the
concession. In addition, a 100% working interest concession has been obtained in
the Galilee Basin in Queensland, Australia. Protocols have also been signed and
joint venture agreements are in the government approval process in both Russia
and Kazakhstan; joint feasibility studies are underway in China; and, several
other high potential countries are under active investigation.
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MARKETING
WELLHEAD MARKETING. The Company's wellhead natural gas production is
currently being sold on the spot market and under long-term natural gas
contracts at market responsive prices. In many instances, the long-term contract
prices closely approximate the prices received for natural gas being sold on the
spot market. Approximately one-half of the Company's wellhead natural gas
production is currently being sold to pipeline and marketing subsidiaries of
Enron Corp.
Substantially all of the Company's wellhead crude oil and condensate is sold
under short-term contracts at market responsive prices.
OTHER MARKETING. Enron Oil & Gas Marketing, Inc. ('EOGM'), a wholly-owned
subsidiary of the Company, is a marketing company engaging in various marketing
activities. Both the Company and EOGM contract to provide, under long-term
agreements, natural gas to various purchasers and then aggregate the necessary
supplies for the sales with purchases from various sources including third-party
producers, marketing companies, pipelines or from the Company's own production.
In addition, EOGM has purchased and constructed several small gathering systems
in order to facilitate its entry into the gathering business on a limited basis.
EOGM anticipates providing gathering services when such activity will enhance
its capability as an aggregator and marketer. Both EOGM and the Company utilize
other short and long-term hedging mechanisms including sales and purchases in
the futures market and price swap agreements. These marketing activities have
provided an effective balance in managing the Company's exposure to commodity
price risks in the energy market.
In September 1992, the Company sold a volumetric production payment for
$326.8 million to a limited partnership of which an Enron Corp. affiliated
company is general partner with a 1% interest. Under the terms of the production
payment agreements, the Company conveyed a real property interest of
approximately 124 billion cubic feet equivalent ('Bcfe') (136 trillion British
thermal units) of natural gas and other hydrocarbons in the Big Piney area of
Wyoming. Effective October 1, 1993, the agreements were amended providing for
the extension of the original term of the volumetric production payment through
March 31, 1999 and including a revised schedule of daily quantities of
hydrocarbons to be delivered which is approximately one-half of the original
schedule. The revised schedule will total approximately 89.1 Bcfe (97.8 trillion
British thermal units) versus approximately 87.9 Bcfe (96.4 trillion British
thermal units) remaining to be delivered under the original agreement. Daily
quantities of hydrocarbons no longer required to be delivered under the revised
schedule during the period from October 1, 1993 through June 30, 1996 are
available for sale by the Company. The Company retains responsibility for its
working interest share of the cost of operations. The Company also entered into
a separate agreement with the same limited partnership whereby it has agreed to
exchange volumes owned by the Company in the Midcontinent area and the Texas
Gulf Coast area for equivalent volumes produced and owned by the limited
partnership in the Big Piney area. The costs incurred, if any, to effect
redeliveries pursuant to such exchange are borne by the Company.
The Company also has contracted to supply natural gas to a Texas City, Texas
cogeneration facility which is owned by Cogenron Inc. Cogenron Inc. is 50% owned
by Enron Corp. The primary contract provides for the sale of natural gas under a
fixed schedule of prices substantially above current spot market prices. Current
deliveries of approximately 45 MMcf of natural gas per day are being supplied
primarily by purchases at market responsive prices under a long-term agreement
with an Enron Corp. subsidiary. The Company has also entered into a price swap
agreement with a third party that has the effect of converting the prices under
this contract to a fixed schedule of prices. The resulting prices under this
combination of purchase and price swap agreements are substantially below the
fixed schedule of prices in the primary sales contract. The arrangements are
designed, as to the volumes involved, to provide the Company a fixed margin of
profit under its agreement with Cogenron Inc. However, the Company's commitment
to deliver volumes of natural gas in excess of the current delivery levels at
the schedule of predetermined prices discussed above could be disadvantageous to
the Company during any time spot market prices exceed the applicable contract
prices for natural gas.
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WELLHEAD VOLUMES AND PRICES, AND LEASE AND WELL EXPENSES
The following table sets forth certain information regarding the Company's
wellhead volumes of and average prices for natural gas per thousand cubic feet
('Mcf'), crude oil and condensate, and natural gas liquids per barrel ('Bbl'),
and average lease and well expenses per thousand cubic feet equivalent ('Mcfe' -
natural gas equivalents are determined using the ratio of 6.0 Mcf of natural gas
to 1.0 barrel of crude oil and condensate or natural gas liquids) delivered
during each of the three years in the period ended December 31, 1993:
YEAR ENDED DECEMBER 31,
1993 1992 1991
VOLUMES (PER DAY)
Natural Gas (MMcf)
United States---------------- 648.6(1) 533.6(1) 465.8
Canada----------------------- 58.4 30.0 24.8
Trinidad--------------------- 2.3 - -
Total---------------------- 709.3(1) 563.6(1) 490.6
Crude Oil and Condensate (MBbl)
United States---------------- 6.6 6.3 5.9
Canada----------------------- 2.2 2.2 2.3
Trinidad--------------------- .1 - -
Total---------------------- 8.9 8.5 8.2
Natural Gas Liquids (MBbl)
United States---------------- .2 .3 .3
Canada----------------------- .4 .4 .3
Trinidad--------------------- - - -
Total---------------------- .6 .7 .6
AVERAGE PRICES
Natural Gas ($/Mcf)
United States---------------- $ 1.97(2) $ 1.61(2) $ 1.38
Canada----------------------- 1.34 1.18 1.32
Trinidad--------------------- .89 - -
Composite------------------ 1.92(2) 1.58(2) 1.37
Crude Oil and Condensate ($/Bbl)
United States---------------- $ 16.96 $ 18.29 $ 19.24
Canada----------------------- 14.63 16.80 17.58
Trinidad--------------------- 14.36 - -
Composite------------------ 16.37 17.90 18.78
Natural Gas Liquids ($/Bbl)
United States---------------- $ 13.85 $ 11.56 $ 10.79
Canada----------------------- 9.46 10.05 12.48
Trinidad--------------------- - - -
Composite------------------ 11.12 10.69 11.64
LEASE AND WELL EXPENSES ($/MCFE)
United States---------------- $ .18 $ .20 $ .23
Canada----------------------- .48 .50 .57
Trinidad--------------------- 1.46 - -
Composite------------------ .21 .22 .25
(1) Includes 81.0 MMcf per day in 1993 and 27.6 MMcf per day in 1992 delivered
under the terms of a volumetric production payment agreement effective
October 1, 1992, as amended.
(2) Includes an average equivalent wellhead value of $1.57 per Mcf in 1993 and
$1.70 per Mcf in 1992 for the volumes described in note (1), net of
transportation costs.
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OTHER NATURAL GAS MARKETING VOLUMES AND PRICES
The following table sets forth certain information regarding the Company's
volumes of natural gas delivered under other marketing and volumetric production
payment arrangements, and resulting average of sales prices and per unit
amortization of deferred revenues along with associated costs during each of the
three years in the period ended December 31, 1993. (See 'Marketing' for a
discussion of other natural gas marketing arrangements and agreements).
YEAR ENDED DECEMBER 31,
1993 1992 1991
Volumes (MMcf per day)--------------- 293.4(1) 254.9(1) 237.2
Average Gross Revenue ($/Mcf)-------- $ 2.57(2) $ 2.62(2) $ 2.63
Associated Costs ($/Mcf)(4)---------- 2.32(3) 1.99(3) 1.75
Margin ($/Mcf)----------------------- $ 0.25 $ 0.63 $ 0.88
(1) Includes 81.0 MMcf per day in 1993 and 27.6 MMcf per day in 1992 delivered
under the terms of volumetric production payment and exchange agreements
effective October 1, 1992, as amended.
(2) Includes per unit deferred revenue amortization for the volumes detailed
in note (1) at an equivalent of $2.50 per Mcf ($2.40 per million British
thermal units) in 1993 and $2.51 per Mcf ($2.40 per million British
thermal units) in 1992.
(3) Includes an average value of $2.20 per Mcf in 1993 and $2.37 per Mcf in
1992, including average equivalent wellhead value, any applicable
transportation costs and exchange differentials, for the volumes detailed
in note (1).
(4) Including transportation and exchange differentials.
COMPETITION
The Company actively competes for reserve acquisitions and exploration
leases, licenses and concessions, frequently against companies with
substantially larger financial and other resources. To the extent the Company's
exploration budget is lower than that of certain of its competitors, the Company
may be disadvantaged in effectively competing for certain reserves, leases,
licenses and concessions. Competitive factors include price, contract terms, and
quality of service, including pipeline connection times and distribution
efficiencies. In addition, the Company faces competition from other producers
and suppliers, including competition from Canadian natural gas.
REGULATION
DOMESTIC REGULATION OF NATURAL GAS AND CRUDE OIL PRODUCTION. Natural gas
and crude oil production operations are subject to various types of regulation,
including regulation in the United States by state and federal agencies.
Domestic legislation affecting the oil and gas industry is under constant
review for amendment or expansion. Also, numerous departments and agencies, both
federal and state, are authorized by statute to issue and have issued rules and
regulations which, among other things, require permits for the drilling of
wells, regulate the spacing of wells, prevent the waste of natural gas and crude
oil resources through proration, require drilling bonds and regulate
environmental and safety matters. The regulatory burden on the oil and gas
industry increases its cost of doing business and, consequently, affects its
profitability.
A substantial portion of the Company's oil and gas leases in the Big Piney
area and in the Gulf of Mexico, as well as some in other areas, are granted by
the federal government and administered by the Bureau of Land Management (the
'BLM') and the Minerals Management Service (the 'MMS') federal agencies.
Operations conducted by the Company on federal oil and gas leases must comply
with numerous statutory and regulatory restrictions. Certain operations must be
conducted pursuant to appropriate permits issued by the BLM and the MMS.
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Sales of crude oil, condensate and natural gas liquids by the Company are
made at unregulated market prices.
The transportation and sale for resale of natural gas in interstate commerce
are regulated pursuant to the Natural Gas Act of 1938 (the 'NGA') and the
Natural Gas Policy Act of 1978 (the 'NGPA'). These statutes are administered by
the Federal Energy Regulatory Commission (the 'FERC'). Effective January 1,
1993, the Natural Gas Wellhead Decontrol Act of 1989 deregulated natural gas
prices for all 'first sales' of natural gas, which includes all sales by the
Company of its own production. Consequently, sales of the Company's natural gas
currently may be made at market prices, subject to applicable contract
provisions.
Regulation of natural gas importation is administered primarily by the
Department of Energy's Office of Fossil Energy (the 'DOE/FE'), pursuant to the
NGA. The NGA provides that any party seeking to import natural gas must first
seek DOE/FE authorization, which authorization may be granted, modified or
denied in accordance with the public interest. The Energy Policy Act of 1992
amended the NGA's public interest standard with respect to imports from and
exports to certain countries, such as Canada, to deem imports from and exports
to such countries to be in the public interest, and require such import/export
applications to be granted without delay. In addition, the Energy Policy Act
amended the NGPA to treat natural gas imported from Canada as 'first sales' of
natural gas under Section 3 of the NGPA, thus allowing such imported natural gas
to be sold for resale without certificate authorization from the FERC.
Additionally, the National Energy Board of Canada has dramatically revised its
natural gas export policies to permit large volumes of Canadian natural gas to
compete with natural gas produced in the U.S. for the U.S. spot market.
Additional natural gas pipeline capacity from Canada to the U.S. has been built
and other such construction proposals are pending approval. While the impact on
the Company of this change is uncertain, it is possible that it will increase
competition in the markets in which the Company sells natural gas. For example,
Canadian natural gas competes directly with natural gas produced from the
Company's Big Piney area for customers located in the Pacific Northwest region
of the United States.
Since 1985, the FERC has endeavored to make natural gas transportation more
accessible to gas buyers and sellers on an open and non-discriminatory basis.
These efforts have significantly altered the marketing and pricing of natural
gas. The FERC's latest action in this area is Order No. 636, issued in April
1992, which mandates a fundamental restructuring of interstate pipeline sales
and transportation services. Order No. 636 requires interstate natural gas
pipelines to 'unbundle' or segregate the sales, transportation, storage, and
other components of their existing city-gate sales service, and to separately
state the rates for each unbundled service. Under Order No. 636, unbundled
pipeline sales can be made only in the production areas. Order No. 636 also
requires interstate pipelines to assign capacity rights they have on upstream
pipelines to such pipelines' former sales customers and provides for the
recovery by interstate pipelines of costs associated with the transition from
providing bundled sales services to providing unbundled transportation and
storage services. The purpose of Order No. 636 is to further enhance competition
in the natural gas industry by assuring the comparability of pipeline sales
service and services offered by a pipelines' competitors. Various aspects of
Order No. 636 were challenged, including alleged shifts of costs between
pipeline customer groups and the continuing reliability of unbundled services.
In two subsequent orders on rehearing of Order No. 636, namely Order Nos. 636-A
and 636-B, the FERC modified the original order in response to these and other
concerns. As of early February 1994, the FERC had issued final orders accepting
most pipelines' Order No. 636 compliance filings. Numerous parties have filed
petitions for court review of Order Nos. 636, 636-A and 636-B, as well as orders
in individual pipeline restructuring proceedings. Upon such judicial review,
these orders may be reversed in whole or in part. Order No. 636 does not
directly regulate the Company's activities, but has had and will have an
indirect effect because of its broad scope. With Order No. 636 only partially
implemented and subject to court review, it is difficult to predict with
precision its effects. In many instances,
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however, Order No. 636 has substantially reduced or brought to an end interstate
pipelines' traditional role as wholesalers of natural gas in favor of providing
only storage and transportation services. Order No. 636 has also created
substantial uncertainty with respect to the marketing and transportation of
natural gas. In spite of this uncertainty, Order No. 636 may enhance the
Company's ability to market and transport its natural gas production.
In December 1992, the FERC issued Order No. 547, governing the issuance of
blanket marketer sales certificates to all natural gas sellers other than
interstate pipelines. The order eliminates the need for natural gas producers
and marketers to seek specific authorization under Section 7 of the NGA from the
FERC to make sales of natural gas, such as imported natural gas and natural gas
purchased from interstate pipelines. Instead, effective January 7, 1993, these
natural gas sellers, by operation of the order, will be issued blanket
certificates of public convenience and necessity allowing them to make
jurisdictional natural gas sales for resale at negotiated rates without seeking
specific FERC authorization. For marketers affiliated with interstate pipelines,
Order No. 547 becomes effective for sales involving each affiliated pipeline as
that pipeline complies with Order No. 636. The FERC intends Order No. 547, in
tandem with Order No. 636, to foster a competitive market for natural gas by
giving natural gas purchasers access to multiple supply sources at market-driven
prices. The Company, as a natural gas producer, is covered by Order No. 547 and
stands to benefit from the opportunity to market natural gas more freely under
the blanket certificate as well as from the potential improvement in access to
multiple natural gas purchasers.
In December 1993, the FERC issued Order No. 497-E, which modified in some
respects the standards of conduct, record keeping and reporting requirements and
other measures that govern relationships between interstate pipelines and their
marketing affiliates. Order No. 497-E narrowed the contemporaneous disclosure
standard of conduct and the reporting requirements, while at the same time
possibly expanding the class of pipeline and marketing affiliate employees to
whom the standards of conduct apply. Order No. 497-E also extended until June
1994 the sunset date of the reporting requirements. The FERC simultaneously
issued a notice of proposed rulemaking to revise these reporting requirements,
which would establish new rules to go into effect before the June 1994 sunset
date. Order No. 497 does not directly regulate the Company's activities,
although a substantial portion of the Company's natural gas production is sold
to or transported by interstate pipeline affiliates which are subject to the
Order. The Company's activities may therefore be indirectly affected by these
regulations.
The Company owns, directly or indirectly, certain natural gas pipelines that
it believes meet the traditional tests the FERC has used to establish a
pipeline's status as a gatherer not subject to FERC jurisdiction under the NGA.
State regulation of gathering facilities generally includes various safety,
environmental, and in some circumstances, non-discriminatory take requirements,
but does not generally entail rate regulation. Natural gas gathering may receive
greater regulatory scrutiny at both the state and federal levels as the pipeline
restructuring under Order No. 636 is implemented. For example, the State of
Oklahoma recently enacted a prohibition against discriminatory gathering rates.
In certain recent cases, the FERC has asserted ancillary NGA jurisdiction over
gathering activities of interstate pipelines and their affiliates. In addition,
the FERC recently convened a conference to consider issues relating to gathering
services performed by interstate pipelines or their affiliates. The FERC intends
to use information obtained to reevaluate the appropriateness of its traditional
gathering criteria in light of Order No. 636 and to establish consistent
policies for gathering rates and services for both interstate pipelines and
their affiliates. It is not possible at this time to predict the outcome of this
proceeding although it could ultimately affect access to and gathering rates for
interstate gathering services. The Company's gathering operations could be
adversely affected should they be subject in the future to the application of
state or federal regulation of rates and services.
The Company cannot predict the effect that any of the aforementioned orders
or the challenges to such orders will ultimately have on the Company's
operations. Additional proposals and proceedings that might affect the natural
gas industry are pending before Congress, the FERC and the courts.
8
<PAGE>
The Company cannot predict when or whether any such proposals or proceedings may
become effective. It should also be noted that the natural gas industry
historically has been very heavily regulated; therefore, there is no assurance
that the less regulated approach currently being pursued by the FERC will
continue indefinitely. Thus, the Company cannot predict the ultimate outcome or
durability of the unbundled regulatory regime mandated by Order No. 636.
ENVIRONMENTAL REGULATION. Various federal, state and local laws and
regulations covering the discharge of materials into the environment, or
otherwise relating to the protection of the environment, may affect the
Company's operations and costs as a result of their effect on natural gas and
crude oil exploration, development and production operations. It is not
anticipated that the Company will be required in the near future to expend
amounts that are material in relation to its total exploration and development
expenditure program by reason of environmental laws and regulations, but
inasmuch as such laws and regulations are frequently changed, the Company is
unable to predict the ultimate cost of compliance.
The Company has been named as a potentially responsible party in one
Comprehensive Environmental Response Compensation and Liability Act proceeding.
However, management does not believe that any potential assessment resulting
from such proceeding will have a materially adverse effect on the financial
condition or results of operations of the Company.
CANADIAN REGULATION. In Canada, the petroleum industry operates under
Federal, provincial and municipal legislation and regulations governing land
tenure, royalties, production rates, pricing, environmental protection, exports
and other matters. The price of natural gas and crude oil in Canada has been
deregulated and is now determined by market conditions and negotiations between
buyers and sellers.
Various matters relating to the transportation and export of natural gas
continue to be subject to regulation by both provincial and Federal agencies;
however, the North American Free Trade Agreement has reduced the risk of
altering cross-border commercial transactions.
Canadian governmental regulations may have a material effect on the economic
parameters for engaging in oil and gas activities in Canada and may have a
material effect on the advisability of investments in Canadian oil and gas
drilling activities. The Company is monitoring political, regulatory and
economic developments in Canada.
RELATIONSHIP BETWEEN THE COMPANY AND ENRON CORP.
OWNERSHIP OF COMMON STOCK. Enron Corp. owns 80% of the outstanding shares
of common stock of the Company and, through its ability to elect all directors
of the Company, has the ability to control all matters relating to the
management of the Company, including any determination with respect to
acquisition or disposition of Company assets, future issuance of common stock or
other securities of the Company and any dividends payable on the common stock.
Enron Corp. also has the ability to control the Company's exploration,
development, acquisition and operating expenditure plans. If Enron Corp. should
sell a substantial amount of the common stock of the Company that it owns, such
action could adversely affect the prevailing market price for the common stock
and could impair the Company's ability to raise capital through the sale of its
equity securities. In addition, a sale by Enron Corp. of any common stock owned
by Enron Corp. would cause Enron Corp.'s ownership interest in the Company to
fall below 80% with the result that (i) the Company would cease to be included
in the consolidated federal income tax return filed by Enron Corp. and (ii) the
tax allocation agreement between the Company and Enron Corp. described below
would terminate. The Company has granted certain registration rights to Enron
Corp. with respect to the common stock owned by Enron Corp. (See 'Contractual
Arrangements' below). There is no agreement between Enron Corp. and any other
party, including the Company, that would prevent Enron Corp. from acquiring
additional shares of common stock of the Company.
9
<PAGE>
CONTRACTUAL ARRANGEMENTS. The Company entered into a Services Agreement
(the 'Services Agreement') with Enron Corp. effective January 1989, pursuant to
which Enron Corp. provided various services, such as maintenance of certain
employee benefit plans, provision of telecommunications and computer services,
lease of office space and the provision of purchasing and operating services and
certain other corporate staff and support services. Such services historically
have been supplied to the Company by Enron Corp., and the Services Agreement
provided for the further delivery of such services substantially identical in
nature and quality to those services previously provided. The Company agreed to
a fixed rate for the rental of office space and to reimburse Enron Corp. for all
other direct costs incurred in rendering services to the Company under the
contract and to pay Enron Corp. for allocated indirect costs incurred in
rendering such services up to an annual maximum of $8 million, such cap to be
increased for inflation and certain changes in the Company's allocation bases
with the increase limited to a maximum of 10% per year. The Services Agreement
was for an initial term of five years through December 1993. Effective January
1, 1994, the Company and Enron Corp. entered into a new services agreement (the
'New Services Agreement') pursuant to which Enron Corp. will, among other
things, provide for the Company similar services substantially identical in
nature and quality to those provided under terms of the previous agreement. The
Company has agreed to pay and to reimburse Enron Corp. on bases essentially
consistent with those included in the previous agreement, except that allocated
indirect costs are subject to an annual maximum of $6.7 million for the year
1994 with any increase in such maximum for subsequent years not to exceed 7.5%
per year. The New Services Agreement is for an initial term of five years
through December 1998 and will continue thereafter until terminated by either
party.
The Company is included in the consolidated federal income tax return filed
by Enron Corp. as the common parent for itself and its subsidiaries and
affiliated companies, excluding any foreign subsidiaries. Consistent therewith
and pursuant to a Tax Allocation Agreement (the 'Tax Agreement') between the
Company, the Company's subsidiaries and Enron Corp., either Enron Corp. will pay
to the Company and each subsidiary an amount equal to the tax benefit realized
in the Enron Corp. consolidated federal income tax return resulting from the
utilization of the Company's or the subsidiary's net operating losses and/or tax
credits, or the Company and each subsidiary will pay to Enron Corp. an amount
equal to the federal income tax computed on its separate taxable income less the
tax benefits associated with any net operating losses and/or tax credits
generated by the Company or the subsidiary which are utilized in the Enron Corp.
consolidated return. Enron Corp. will pay the Company and each subsidiary for
the tax benefits associated with their net operating losses and tax credits
utilized in the Enron Corp. consolidated return, provided that a tax benefit was
realized except as discussed in the following paragraph, even if such benefits
could not have been used by the Company or the subsidiary on a separately filed
tax return.
In 1991, the Company and Enron Corp. modified the Tax Agreement to provide
that, through 1992, the Company will realize the benefit of certain tight gas
sand federal income tax credits available to the Company on a stand alone basis.
The Company has also entered into an agreement with Enron Corp. providing for
the Company to be paid for all realizable benefits associated with tight gas
sand federal income tax credits concurrent with tax reporting and settlement for
the periods in which they are generated. (See 'Other Matters Tight Gas Sand Tax
Credits (Section 29) and Severance Tax Exemption').
The Tax Agreement applies to the Company and each of its subsidiaries for
all years in which the Company or any of its subsidiaries are or were included
in the Enron Corp. consolidated return.
To the extent a state or other taxing jurisdiction requires or permits a
consolidated, combined, or unitary tax return to be filed and such return
includes the Company or any of its subsidiaries, the principles expressed with
respect to consolidated federal income tax allocation shall apply.
Pursuant to the terms of a Stock Restriction and Registration Agreement with
Enron Corp., the Company has agreed that upon the request of Enron Corp. (or
certain assignees), the Company will register under the Securities Act of 1933
and applicable state securities laws the sale of the Company
10
<PAGE>
common stock owned by Enron Corp. which Enron Corp. has requested to be
registered. The Company's obligation is subject to certain limitations relating
to a minimum amount of common stock required for registration, the timing of
registration and other similar matters. The Company is obligated to pay all
expenses incidental to such registration, excluding underwriters' discounts and
commissions and certain legal fees and expenses.
CONFLICTS OF INTEREST. The nature of the respective businesses of the
Company and Enron Corp. and its affiliates is such as to potentially give rise
to conflicts of interest between the two companies. Conflicts could arise, for
example, with respect to transactions involving purchases, sales and
transportation of natural gas and other business dealings between the Company
and Enron Corp. and its affiliates, potential acquisitions of businesses or oil
and gas properties, the issuance of additional shares of voting securities, the
election of directors or the payment of dividends by the Company.
Enron Corp. has advised the Company that it does not currently intend to
engage in the exploration for and/or development and production of natural gas
and crude oil except through its ownership of common stock of the Company.
However, circumstances may arise that would cause Enron Corp. to engage in the
exploration for and/or development and production of natural gas and crude oil
in competition with the Company. For example, opportunities might arise which
would require financial resources greater than those available to the Company or
which are located in areas or countries in which the Company does not intend to
operate. Also, Enron Corp. might acquire a competing oil and gas business as
part of a larger acquisition. In addition, as part of Enron Corp.'s strategy of
securing supplies of natural gas, Enron Corp. may from time to time acquire
producing properties, and thereafter engage in exploration, development and
production activities with respect to such properties. Such acquisition,
exploration, development and production activities may directly or indirectly
compete with the Company's business. Thus, there can be no assurances that Enron
Corp. will not engage in the natural gas and crude oil exploration, development
and production business in competition with the Company.
The Company and Enron Corp. and its affiliates have in the past entered into
significant intercompany transactions and agreements incident to their
respective businesses, and the Company and Enron Corp. and its affiliates may be
expected to enter into material transactions and agreements from time to time in
the future. Such transactions and agreements have related to, among other
things, the purchase and sale of natural gas, the financing of exploration and
development efforts by the Company, and the provision of certain corporate
services. (See 'Marketing' and the Consolidated Financial Statements and notes
thereto). The Company believes that its existing transactions and agreements
with Enron Corp. and its affiliates have been at least as favorable to the
Company as could be obtained from third parties, and the Company intends that
the terms of any future transactions and agreements between the Company and
Enron Corp. and its affiliates will be at least as favorable to the Company as
could be obtained from third parties.
OTHER MATTERS
ENERGY PRICES. Since the Company is primarily a natural gas company, it is
more significantly impacted by changes in natural gas prices than in the prices
for crude oil, condensate and natural gas liquids. During recent periods,
natural gas has been priced significantly below parity with crude oil,
condensate and natural gas liquids based on the energy equivalency of, and
differences in transportation and processing costs associated with, the
respective products. This imbalance in parity has been primarily driven by,
among other things, a supply of domestic natural gas volumes in excess of demand
requirements. The Company is unable to predict when this supply imbalance may
resolve due to the significant impacts of factors such as general economic
conditions, weather and other international energy supplies over which the
Company has no control. However, during the latter part of 1993, certain shifts
in the pricing structure for natural gas and crude oil and condensate suggest
that the significance of the lack of parity between natural gas and crude oil
and condensate pricing may be beginning to lessen.
11
<PAGE>
Natural gas prices have fluctuated, at times rather dramatically, during the
last three years. These fluctuations have resulted in an overall increase in
average wellhead natural gas prices realized by the Company of 15% from 1991 to
1992 and 22% from 1992 to 1993. Due to the many uncertainties associated with
the world political environment, the availabilities of other world wide energy
supplies and the relative competitive relationships of the various energy
sources in the view of the consumers, the Company is unable to predict what
changes may occur in natural gas prices in the future.
Crude oil and condensate prices also have fluctuated, at times rather
dramatically, during the last three years. These fluctuations have resulted in
an overall decline in average wellhead crude and condensate prices realized by
the Company of 5% from 1991 to 1992 and 9% from 1992 to 1993. Due to the many
uncertainties associated with the world political environment, the
availabilities of other world wide energy supplies and the relative competitive
relationships of the various energy sources in the view of the consumers, the
Company is unable to predict what changes may occur in crude oil and condensate
prices in the future.
TIGHT GAS SAND TAX CREDITS (SECTION 29) AND SEVERANCE TAX
EXEMPTION. Federal tax law provides a tax credit for production of certain
fuels produced from nonconventional sources (including natural gas produced from
tight formations), subject to a number of limitations. Fuels qualifying for the
credit must be produced from a well drilled or a facility placed in service
before January 1, 1993, and must be sold before January 1, 2003.
The credit, which is currently approximately $.52 per MMBtu of natural gas,
is computed by reference to the price of crude oil, and is phased out as the
price of crude oil exceeds $23.50 in 1980 dollars (adjusted for inflation) with
complete phaseout if such price exceeds $29.50 in 1980 dollars (similarly
adjusted). Under this formula, the commencement of phaseout would be triggered
if the average price for crude oil rose above approximately $43 per barrel in
current dollars. Significant benefits from the tax credit are accruing to the
Company since a portion (and in some cases a substantial portion) of the
Company's natural gas production from new wells drilled after November 5, 1990,
and before January 1, 1993, on the Company's leases in several of the Company's
significant producing areas qualify for this tax credit.
Certain natural gas production from wells spudded or completed after May 24,
1989 and before September 1, 1996 in tight formations in Texas qualifies for a
ten-year exemption, ending August 31, 2001, from Texas severance taxes, subject
to certain limitations.
OTHER. All of the Company's oil and gas activities are subject to the risks
normally incident to the exploration for and development and production of
natural gas and crude oil, including blowouts, cratering and fires, each of
which could result in damage to life and property. Offshore operations are
subject to usual marine perils, including hurricanes and other adverse weather
conditions, and governmental regulations as well as interruption or termination
by governmental authorities based on environmental and other considerations. In
accordance with customary industry practices, insurance is maintained by the
Company against some, but not all, of the risks. Losses and liabilities arising
from such events could reduce revenues and increase costs to the Company to the
extent not covered by insurance.
The Company's overseas operations are subject to certain risks, including
expropriation of assets, risks of increases in taxes and government royalties,
renegotiation of contracts with foreign governments, political instability,
payment delays, limits on allowable levels of production and current exchange
and repatriation losses, as well as changes in laws and policies governing
operations of overseas-based companies generally.
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<PAGE>
CURRENT EXECUTIVE OFFICERS OF THE REGISTRANT
The current executive officers of the Company and their names and ages are
as follows:
NAME AGE POSITION
Forrest E. Hoglund----------------- 60 Chairman of the Board, President and
Chief Executive Officer; Director
Joe Michael McKinney--------------- 54 President-International Operations
Mark G. Papa----------------------- 47 President-North American Operations
George E. Uthlaut------------------ 60 Senior Vice President-Operations
Walter C. Wilson------------------- 51 Senior Vice President and Chief
Financial Officer
Ben B. Boyd------------------------ 52 Vice President and Controller
Dennis M. Ulak--------------------- 40 Vice President and General Counsel
Forrest E. Hoglund joined the Company as Chairman of the Board, Chief
Executive Officer and Director in September 1987. Since May 1990, he has also
served as President of the Company. Mr. Hoglund was a director of USX
Corporation from February 1986 until September 1987. He joined Texas Oil & Gas
Corp. ('TXO') in 1977 as president, was named Chief Operating Officer in 1979,
Chief Executive Officer in 1982, and served TXO in those capacities until
September 1987. Mr. Hoglund is also a director of Texas Commerce Bancshares,
Inc.
Joe Michael McKinney has been President-International Operations since
February 1994 with responsibilities for all exploration, drilling, production
and engineering activities for the Company's international ventures outside
North America. Mr. McKinney joined Enron Exploration Company, a wholly-owned
subsidiary of the Company, in December 1991 as Senior Vice President of
Operations and was elected President and Chief Operating Officer of Enron
Exploration Company in April 1993, a capacity in which he continues to serve.
Prior to joining the Company, Mr. McKinney held operations management positions
with Union Texas Petroleum Company, The Superior Oil Company and Exxon Company,
USA.
Mark G. Papa has been President-North American Operations since February
1994. From May 1986 through January 1994, Mr. Papa served as Senior Vice
President-Operations. Mr. Papa joined Belco Petroleum Corporation, a predecessor
of the Company, in 1981 as Division Production Coordinator and served as Senior
Vice President-Drilling and Production, BelNorth Petroleum Corporation from May
1984 until May 1986.
George E. Uthlaut has been Senior Vice President-Operations of the Company
since November 1987. Mr. Uthlaut was previously employed by Exxon Corporation
(and affiliates) for 29 years in a number of managerial and technical positions.
His last position was Headquarters Operations Manager, Production Department,
Exxon Company, USA.
Walter C. Wilson has been Senior Vice President and Chief Financial Officer
since May 1991. Mr. Wilson joined the Company in November 1987 as Vice President
and Controller and was named Senior Vice President-Finance in October 1988.
Prior to joining the Company Mr. Wilson held financial management positions with
Exxon Company, USA for 16 years and The Superior Oil Company for 4 years.
Ben B. Boyd has been Vice President and Controller since March 1991. Mr.
Boyd joined the Company in March 1989 as Director of Accounting and was named
Controller in May 1990. Prior to joining the Company, Mr. Boyd held financial
management positions with DeNovo Oil & Gas, Inc., Scurlock Oil Company and
Coopers & Lybrand.
Dennis M. Ulak has been Vice President and General Counsel since March 1992.
Mr. Ulak joined the Company in March 1987 as Senior Counsel and was named
Assistant General Counsel in
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August 1990. Prior to joining the Company, Mr. Ulak held various legal positions
with Enron Corp. and Northern Natural Gas Company.
ITEM 2. PROPERTIES
OIL AND GAS EXPLORATION AND PRODUCTION PROPERTIES AND RESERVES
RESERVE INFORMATION. For estimates of the Company's net proved and proved
developed reserves of natural gas and liquids, including crude oil, condensate
and natural gas liquids, see 'Supplemental Information to Consolidated Financial
Statements.'
There are numerous uncertainties inherent in estimating quantities of proved
reserves and in projecting future rates of production and timing of development
expenditures, including many factors beyond the control of the producer. The
reserve data set forth in Supplemental Information to Consolidated Financial
Statements represent only estimates. Reserve engineering is a subjective process
of estimating underground accumulations of natural gas and liquids, including
crude oil, condensate and natural gas liquids, that cannot be measured in an
exact manner. The accuracy of any reserve estimate is a function of the amount
and quality of available data and of engineering and geological interpretation
and judgment. As a result, estimates of different engineers normally vary. In
addition, results of drilling, testing and production subsequent to the date of
an estimate may justify revision of such estimate. Accordingly, reserve
estimates are often different from the quantities ultimately recovered. The
meaningfulness of such estimates is highly dependent upon the accuracy of the
assumptions upon which they were based.
In general, the volume of production from oil and gas properties owned by
the Company declines as reserves are depleted. Except to the extent the Company
acquires additional properties containing proved reserves or conducts successful
exploration and development activities, or both, the proved reserves of the
Company will decline as reserves are produced. Volumes generated from future
activities of the Company are therefore highly dependent upon the level of
success in acquiring or finding additional reserves and the costs incurred in
doing so.
The Company's estimates of reserves filed with other federal agencies agree
with the information set forth in Supplemental Information to Consolidated
Financial Statements.
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<PAGE>
ACREAGE. The following table summarizes the Company's developed and
undeveloped acreage at December 31, 1993. Excluded is acreage in which the
Company's interest is limited to owned royalty, overriding royalty and other
similar interests.
<TABLE>
<CAPTION> DEVELOPED UNDEVELOPED TOTAL
GROSS NET GROSS NET GROSS NET
<S> <C> <C> <C> <C> <C> <C>
United States
Texas---------------------------- 411,223 306,705 252,543 229,348 663,766 536,053
Federal Offshore----------------- 199,053 96,719 280,701 253,233 479,754 349,952
Wyoming-------------------------- 164,836 109,528 211,414 159,676 376,250 269,204
Oklahoma------------------------- 102,495 58,724 45,640 39,136 148,135 97,860
Utah----------------------------- 58,540 47,032 32,772 27,435 91,312 74,467
New Mexico----------------------- 85,294 38,227 58,846 32,713 144,140 70,940
Kansas--------------------------- 4,148 4,048 27,402 26,029 31,550 30,077
California----------------------- 13,235 11,680 12,897 12,182 26,132 23,862
Colorado------------------------- 10,111 1,490 29,715 14,318 39,826 15,808
Mississippi---------------------- 1,940 1,852 7,876 7,178 9,816 9,030
Montana-------------------------- 1,301 1,169 8,250 6,437 9,551 7,606
North Dakota--------------------- 2,395 961 1,509 1,228 3,904 2,189
Louisiana------------------------ 946 797 1,445 712 2,391 1,509
Other---------------------------- 163 132 861 841 1,024 973
Total------------------------ 1,055,680 679,064 971,871 810,466 2,027,551 1,489,530
Canada
Alberta-------------------------- 329,677 145,804 227,872 141,602 557,549 287,406
Saskatchewan--------------------- 140,929 121,791 179,818 179,818 320,747 301,609
Manitoba------------------------- 11,611 9,661 3,260 2,900 14,871 12,561
British Columbia----------------- 656 164 - - 656 164
Total Canada----------------- 482,873 277,420 410,950 324,320 893,823 601,740
Other International
Australia------------------------ - - 9,600,000 9,600,000 9,600,000 9,600,000
Trinidad------------------------- 975 926 78,076 74,172 79,051 75,098
United Kingdom------------------- - - 199,855 49,964 199,855 49,964
Total Other International---- 975 926 9,877,931 9,724,136 9,878,906 9,725,062
Total-------------------- 1,539,528 957,410 11,260,752 10,858,922 12,800,280 11,816,332
</TABLE>
PRODUCING WELL SUMMARY. The following table reflects the Company's
ownership in gas wells in 316 fields and oil wells in 75 fields located in
Texas, offshore Texas and Louisiana in the Gulf of Mexico, Oklahoma, New Mexico,
Utah, Wyoming, California and various other states, Canada and Trinidad at
December 31, 1993. Gross oil and gas wells include 229 with multiple
completions.
PRODUCTIVE WELLS
GROSS NET
Gas---------------------------------- 4,674 3,170
Oil---------------------------------- 884 527
Total---------------------------- 5,558 3,697
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DRILLING AND ACQUISITION ACTIVITIES. During the years ended December 31,
1993, 1992 and 1991 the Company spent approximately $430.1, $395.7 and $254.8
million, respectively, for exploratory and development drilling and acquisition
of leases and producing properties. The Company drilled, participated in the
drilling of or acquired wells as set out in the table below for the periods
indicated:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1993 1992 1991
GROSS NET GROSS NET GROSS NET
<S> <C> <C> <C> <C> <C> <C>
Development Wells Completed
Domestic
Gas-------------------------- 352 279.00 484 399.06 193 165.25
Oil-------------------------- 45 19.01 19 10.80 6 3.89
Dry-------------------------- 59 46.83 64 56.12 29 21.43
Total---------------------- 456 344.84 567 465.98 228 190.57
International
Gas-------------------------- 227 190.10 2 2.00 8 5.33
Oil-------------------------- 4 3.50 13 11.70 9 8.50
Dry-------------------------- 11 7.60 5 4.05 4 2.86
Total---------------------- 242 201.20 20 17.75 21 16.69
Total Development---------------- 698 546.04 587 483.73 249 207.26
Exploratory Wells Completed
Domestic
Gas-------------------------- 14 10.03 11 8.72 14 10.54
Oil-------------------------- 3 2.50 1 .40 1 1.00
Dry-------------------------- 32 22.08 16 13.42 13 10.38
Total---------------------- 49 34.61 28 22.54 28 21.92
International
Gas-------------------------- 14 11.40 7 5.75 3 1.83
Oil-------------------------- 2 .90 4 3.69 1 .39
Dry-------------------------- 10 7.35 4 2.85 9 5.48
Total---------------------- 26 19.65 15 12.29 13 7.70
Total Exploratory---------------- 75 54.26 43 34.83 41 29.62
Total---------------------- 773 600.30 630 518.56 290 236.88
Wells in Progress at end of
period----------------------------- 82 61.09 82 60.75 32 21.60
Total---------------------- 855 661.39 712 579.31 322 258.48
Wells Acquired
Gas------------------------------ 44 26.44* 641 597.29* 100 70.10*
Oil------------------------------ - 12.80* 28 25.80* 5 4.10*
Total---------------------- 44 39.24 669 623.09 105 74.20
* Includes the acquisition of additional interests in certain wells in which
the Company previously held an interest.
</TABLE>
All of the Company's drilling activities are conducted on a contract basis
with independent drilling contractors. The Company owns no drilling equipment.
16
<PAGE>
ITEM 3. LEGAL PROCEEDINGS
The Company and its subsidiaries and related companies are named defendants
in numerous lawsuits and named parties in numerous governmental proceedings
arising in the ordinary course of business. While the outcome of lawsuits or
other proceedings against the Company cannot be predicted with certainty,
management does not expect these matters to have a material adverse effect on
the financial condition or results of operations of the Company. TransAmerican
Natural Gas Corporation ('TransAmerican') has filed a petition against the
Company and Enron Corp. alleging breach of contract, tortious interference with
contract, misappropriation of trade secrets and violation of state antitrust
laws. The petition, as amended, seeks actual damages of $100 million plus
exemplary damages of $300 million. The Company has answered the petition and is
actively defending the matter; in addition, the Company has filed counterclaims
against TransAmerican and a third-party claim against its sole shareholder, John
R. Stanley, alleging fraud, negligent misrepresentation and breach of state
antitrust laws. Trial, originally set for February 7, 1994, is now set for
September 12, 1994. Although no assurances can be given, the Company believes
that the claims made by TransAmerican are totally without merit, that the
ultimate resolution of the matter will not have a materially adverse effect on
its financial condition or results of operations, and that such ultimate
resolution could result in a recovery to the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the
fourth quarter of 1993.
17
<PAGE>
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER
MATTERS
The following table sets forth, for the periods indicated, the high and low
sale prices per share for the common stock, as reported on the New York Stock
Exchange Composite Tape, and the amount of cash dividends paid per share.
PRICE RANGE CASH
HIGH LOW DIVIDENDS
1991
First Quarter-------------------- 22.25 16.25 .05
Second Quarter------------------- 21.50 18.00 .05
Third Quarter-------------------- 24.63 17.63 .05
Fourth Quarter------------------- 25.13 19.25 .05
1992
First Quarter-------------------- 21.88 16.63 .05
Second Quarter------------------- 27.25 20.50 .05
Third Quarter-------------------- 35.88 25.38 .05
Fourth Quarter------------------- 34.38 27.50 .05
1993
First Quarter-------------------- 40.63 26.75 .06
Second Quarter------------------- 45.00 35.75 .06
Third Quarter-------------------- 53.63 39.75 .06
Fourth Quarter------------------- 54.00 34.13 .06
As of March 1, 1994, there were approximately 500 record holders of the
Company's common stock, including individual participants in security position
listings. There are an estimated 5,600 beneficial owners of the Company's common
stock, including shares held in street name.
Following the initial public offering and sale of its common stock in
October 1989, the Company paid quarterly dividends of $0.05 per share beginning
with an initial dividend paid in January 1990 with respect to the fourth quarter
of 1989. Beginning in January 1993 with respect to the fourth quarter of 1992,
the Company has paid quarterly dividends of $0.06 per share. The Company
currently intends to continue to pay quarterly cash dividends on its outstanding
shares of common stock. However, the determination of the amount of future cash
dividends, if any, to be declared and paid will depend upon, among other things,
the financial condition, funds from operations, level of exploration and
development expenditure opportunities and future business prospects of the
Company.
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ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1993 1992 1991 1990 1989
(RESTATED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
STATEMENT OF INCOME (LOSS) DATA:
Net operating revenues--------------- $ 567,702 $ 452,989 $ 387,605 $ 371,335 $ 289,416
Operating expenses
Lease and well------------------- 59,344 49,406 49,922 43,806 39,889
Exploration---------------------- 36,921 33,278 31,470 35,031 23,988
Dry hole------------------------- 18,355 10,764 14,698 12,986 10,212
Impairment of unproved oil and
gas properties----------------- 20,467 15,136 12,791 20,571 10,832
Depreciation, depletion and
amortization------------------- 249,704 179,839 160,885 155,877 134,313
General and administrative------- 45,274 36,648 36,216 38,254 40,240
Taxes other than income---------- 35,396 28,346 18,222 22,966 23,760
Other---------------------------- - - - - (117)
Total------------------------ 465,461 353,417 324,204 329,491 283,117
Operating income--------------------- 102,241 99,572 63,401 41,844 6,299
Other income------------------------- 19,953 2,561 11,768 29,649 18,065
Interest expense (net of interest
capitalized)----------------------- 9,921 22,289 29,500 36,879 33,849
Income (loss) before income taxes---- 112,273 79,844 45,669 34,614 (9,485)
Income tax benefit (1)--------------- (25,752)(2) (17,736) (2,247)(3) (10,854) (3,384)
Net income (loss)-------------------- $ 138,025 $ 97,580 $ 47,916(3) $ 45,468 $ (6,101)
Earnings (loss) per share of common
stock------------------------------ $ 1.73 $ 1.26 $ .63(3) $ .60 $ (.09)
Average number of common shares------ 79,983 77,267 75,900 75,900 66,838
AT DECEMBER 31,
1993 1992 1991 1990 1989
(RESTATED) (RESTATED)
BALANCE SHEET DATA (IN
THOUSANDS):
Oil and gas properties - net--------- $ 1,546,045 $ 1,468,011 $ 1,339,666 $ 1,305,136 $ 1,249,657
Total assets------------------------- 1,811,162 1,731,012 1,455,608 1,417,939 1,365,819
Long-term debt
Affiliate-------------------------- - - (4) 132,836 277,918 401,092(5)
Other------------------------------ 153,000 150,000(4) 289,556 140,442 -
Shareholders' equity----------------- 933,073 826,986(3)(4) 643,185(3) 610,042 582,321(5)
(1) Includes benefits of approximately $65 million, $43 million and $17
million in 1993, 1992 and 1991, respectively, relating to tight gas sand
federal income tax credits and $7 million and $25 million associated with
the utilization of a net operating loss carryforward in 1991 and 1990,
respectively.
(2) Includes a benefit of $12 million from the reduction of the Company's
accumulated deferred federal income tax liability partially offset by an
approximate $7 million predominantly non-cash charge primarily to adjust
the Company's accumulated deferred federal income tax liability for the
increase in the corporate federal income tax rate from 34% to 35%.
(3) The Company adopted Statement of Financial Accounting Standards (SFAS) No.
109 - 'Accounting for Income Taxes' effective January 1, 1993 and applied
the provisions of the statement retroactively. As a result, the previously
reported Income tax benefit and Net income (loss) for 1991 were restated
to $2.2 million and $47.9 million ($.63 per share), respectively, from
$9.2 million and $54.9 million ($.72 per share), respectively, a reduction
to both of $7.0
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<PAGE>
million. The Net income (loss) for 1992 and 1993 were not affected by the
restatement. The Company's consolidated balance sheets at December 31,
1992 and 1991 were also restated to reflect the increase to deferred
income taxes payable of $7.0 million and the corresponding decrease to
retained earnings of an equal amount.
(4) In August 1992, the Company completed the sale of an additional 4,100,000
shares of common stock resulting in aggregate net proceeds to the Company
of approximately $112 million used primarily to repay long-term debt. In
September 1992, the Company completed the sale of a volumetric production
payment, resulting in net proceeds of approximately $327 million used to
repay long-term debt and for other general corporate purposes.
(5) The Company completed an initial public offering of 11,500,000 shares of
common stock in October 1989, resulting in aggregate net proceeds to the
Company of approximately $202 million which were used to repay advances
from affiliates.
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following review of operations for each of the three years in the period
ended December 31, 1993 should be read in conjunction with the consolidated
financial statements of the Company and notes thereto beginning with page F-1.
RESULTS OF OPERATIONS
NET OPERATING REVENUES. Volume and price statistics for the specified years
were as follows:
YEAR ENDED DECEMBER 31,
1993 1992 1991
Wellhead Volumes
Natural Gas (MMcf per day)------- 709.3(1) 563.6(1) 490.6
Crude Oil and Condensate (MBbl
per day)----------------------- 8.9 8.5 8.2
Natural Gas Liquids (MBbl per
day)--------------------------- 0.6 0.7 0.6
Wellhead Average Prices
Natural Gas ($/Mcf)-------------- $ 1.92(2) $ 1.58(2) $ 1.37
Crude Oil and Condensate
($/Bbl)------------------------ 16.37 17.90 18.78
Natural Gas Liquids ($/Bbl)------ 11.12 10.69 11.64
Other Natural Gas Marketing
Volumes (MMcf per day)----------- 293.4(1) 254.9(1) 237.2
Average Gross Revenue ($/Mcf)---- $ 2.57(3) $ 2.62(3) $ 2.63
Associated Costs ($/Mcf) (5)----- 2.32(4) 1.99(4) 1.75
Margin ($/Mcf)------------------- $ 0.25 $ 0.63 $ 0.88
(1) Includes 81.0 MMcf per day in 1993 and 27.6 MMcf per day in 1992 delivered
under the terms of volumetric production payment and exchange agreements
effective October 1, 1992, as amended.
(2) Includes an average equivalent wellhead value of $1.57 per Mcf in 1993 and
$1.70 per Mcf in 1992 for the volumes detailed in note (1), net of
transportation costs.
(3) Includes per unit deferred revenue amortization for the volumes detailed
in note (1) at an equivalent of $2.50 per Mcf ($2.40 per million British
thermal units) in 1993 and $2.51 per Mcf ($2.40 per million British
thermal units) in 1992.
(4) Includes an average value of $2.20 per Mcf in 1993 and $2.37 per Mcf in
1992, including average equivalent wellhead value, any applicable
transportation costs and exchange differentials, for the volumes detailed
in note (1).
(5) Including transportation and exchange differentials.
20
<PAGE>
During 1993, net operating revenues increased to $568 million, up $115
million as compared to 1992.
Average wellhead natural gas volumes increased approximately 26% compared to
1992 primarily reflecting the effects of exploration and development activities
relating to tight gas sand formations. Wellhead natural gas delivered volumes
were curtailed less during portions of 1993 than for the comparable periods in
1992 due to the significant increases realized in wellhead natural gas prices in
1993. Average wellhead natural gas prices were up approximately 22% in 1993 over
those received in 1992, adding approximately $87 million to net operating
revenues. Increases in wellhead natural gas volumes in 1993 added $83 million to
net operating revenues compared to 1992. Average wellhead crude oil and
condensate prices in 1993 were down 9% compared to 1992, reducing net operating
revenues by $5 million. Increases in wellhead crude oil and condensate volumes
in 1993 added approximately $2 million to net operating revenues compared to
1992.
Other marketing activities associated with sales and purchases of natural
gas, natural gas price swap transactions, other commodity price hedging of
natural gas and crude oil and condensate prices utilizing futures market
transactions, and margins relating to the volumetric production payment added $8
million to net operating revenues during 1993. This decrease of $54 million from
1992 primarily results from shrinking margins associated with sales under
long-term fixed price contracts and amortization of volumetric production
payment deferred revenue due to increases in market responsive natural gas
prices associated with volumes supplying these dispositions and losses on
natural gas commodity price hedging activities utilizing NYMEX commodity market
transactions. The average associated costs of natural gas marketing, price swap
and volumetric production payment transactions, including, where appropriate,
average wellhead value, transportation costs and exchange differentials,
increased $.33 per Mcf. Related other natural gas marketing volumes increased
15%.
The net reduction in benefits from these other marketing activities, a
substantial portion of which serve as hedges of commodity price risks for a
portion of wellhead deliveries, are more than offset by an increase in revenues
associated with market responsive price increases for wellhead deliveries, as
noted above. The $18 million hedging loss in 1993 associated with forward sales
of natural gas using the NYMEX futures market reflects the effects of
transactions sold over a period of time that turned out to be a continually
increasing natural gas pricing period. If the stronger market responsive pricing
environment continues, the incremental benefits realized by the Company in prior
years from these other marketing activities will continue to be reduced.
However, in such circumstances the Company will continue to realize more
significant benefits from the improved pricing related to wellhead deliveries.
(See Note 2 to Consolidated Financial Statements).
During 1992, net operating revenues increased to $453 million, up $65
million as compared to 1991.
Average wellhead natural gas volumes increased approximately 15% compared to
1991 primarily reflecting the effects of exploration and development activities
relating to tight gas sand formations. Although exploration and development
efforts resulted in deliverability increases in certain core areas, the
potential earnings and cash flow benefits were mitigated by voluntary
curtailments during 1992. Wellhead natural gas delivered volumes were
voluntarily curtailed by as much as 25% of deliverability during portions of the
year due to lower than acceptable prices. Average wellhead natural gas prices
were up approximately 15% and average wellhead crude oil and condensate prices
were down 5% compared to 1991. The increase in average wellhead natural gas
price received by the Company increased net operating revenues by approximately
$38 million. The increase in wellhead natural gas volumes added approximately
$43 million to net operating revenues. Increases in wellhead crude oil and
condensate delivered volumes added $2 million to net operating revenues. A
decrease in the average wellhead crude oil and condensate price decreased net
operating revenues by $3 million.
21
<PAGE>
Other marketing activities associated with sales and purchases of natural
gas, natural gas price swap transactions, natural gas and crude oil commodity
price hedging utilizing futures market transactions and margins relating to the
volumetric production payment added $63 million to net operating revenues during
1992, a decrease of $17 million from 1991. Other natural gas marketing volumes
increased 7%. The average associated costs of supplying these commitments,
including average equivalent wellhead value, transportation costs and exchange
differentials, increased $.24 per Mcf.
OPERATING EXPENSES. During 1993, total operating expenses of $465 million
were $112 million higher than the $353 million incurred in 1992. Lease and well
expenses increased approximately $10 million primarily due to expanded domestic
and international operations. Exploration expenses increased approximately $4
million primarily due to increased exploration activities in North America. Dry
hole expenses increased by almost $8 million and lease impairments were $5
million higher than in 1992. An unsuccessful domestic deep well added nearly $4
million to dry hole expenses and a related $3 million to lease impairments in
1993. Dry hole expenses also reflect the impact of increased drilling activity
outside North America. Depreciation, depletion and amortization ('DD&A') expense
increased $70 million to $250 million reflecting an increase in production
volumes and an average DD&A rate increase from $.79 per Mcfe in 1992 to $.89 per
Mcfe for 1993. The DD&A rate increase is primarily due, as expected, to factors
associated with the tight gas sands drilling program which costs are being more
than offset by benefits realized in the form of tight gas sand federal income
tax credits and certain state severance tax exemptions. General and
administrative expenses increased almost $9 million to $45 million primarily
reflecting cost reductions included in 1992 related to changes associated with
certain employee compensation plans and overall higher costs in 1993 due to an
expansion of domestic and international operations. Taxes other than income
increased $7 million primarily due to increased production volumes and revenues
in 1993, partially offset by continuing benefits associated with certain state
severance tax exemptions allowed on high cost natural gas sales and a $3 million
reduction of state franchise taxes resulting from refunds of prior year payments
received in 1993.
Total per unit operating costs for lease and well expense, DD&A, general and
administrative expense, interest expense, and taxes other than income increased
$.03 per Mcfe, averaging $1.43 per Mcfe during 1993 compared to $1.40 per Mcfe
for 1992. The total increase was associated with DD&A expense which was up $.10
per Mcfe as noted above being partially offset by a reduction of $.07 Mcfe in
all other costs.
During 1992, operating expenses increased $29 million to $353 million as
compared to 1991. However, cost per Mcfe, including those associated with
exploration expenditures, declined $.08 to $1.56 per Mcfe in 1992. Lease and
well expenses remained essentially flat compared to 1991. However, lease and
well expense per Mcfe declined $.03 per Mcfe to $.22 per Mcfe in 1992. Per unit
operating cost reductions reflect the effects of a continuing focus on
controlling operating costs in all areas of Company operations and benefits
realized from the sale of properties which required higher maintenance costs
along with increasing volumes which tend to reduce per unit impacts of costs
that are more fixed in nature. Exploration expenses of $33 million increased $2
million over 1991 due to certain exploration activities in new international
areas of interest. Dry hole expenses of $11 million decreased $4 million from
1991 due to decreased drilling activity in areas outside of North America
partially mitigated by increased domestic drilling activities. Impairment of
unproved oil and gas properties increased approximately $2 million to $15
million primarily reflecting certain costs associated with the decision to
discontinue exploration activities in certain areas outside of North America,
including Egypt, Indonesia and Syria in addition to reflecting the effects of
accelerated relinquishments of certain domestic acreage holdings. DD&A expense
increased $19 million to $180 million primarily reflecting increased production
mitigated by a decline in the average DD&A rate from $.81 per Mcfe in 1991 to
$.79 per Mcfe in 1992. The reduction in DD&A rates per Mcfe reflects the effects
of a continuing focus on adding reserves with low finding costs along with the
benefits of selling certain properties with higher than average cost bases.
General and administrative
22
<PAGE>
expenses increased $1 million to $37 million primarily reflecting the effects of
expanded operations. Taxes other than income increased $10 million to $28
million due to increased production volumes and revenues in 1992, increases in
certain ad valorem and state franchise taxes and earnings benefits associated
with the refund of certain state natural gas severance taxes in 1991 resulting
from overpayments in prior years. This increase was mitigated by Texas severance
tax exemptions for certain high cost gas production during 1992.
OTHER INCOME. Other income for 1993 of $20 million reflects an increase of
$17 million from the $3 million recorded for 1992. Other income for 1993
includes $13 million in gains on sales of oil and gas properties, an increase of
$7 million over 1992, $4 million in interest income associated with the
investment of funds temporarily surplus to the Company (See Note 3 to
Consolidated Financial Statements) and $4 million associated with settlements
related to the termination of certain long-term natural gas contracts.
Other income in 1992 was $3 million compared to $12 million in 1991. Other
income in 1992 included $6 million in gains on sales of oil and gas properties
compared to $15 million in 1991.
INTEREST EXPENSE. Net interest expense decreased $12 million, or 55%, to
$10 million in 1993 as compared to 1992 reflecting the repayment of a
substantial portion of the Company's long-term debt in 1992 with proceeds from
the sale of common stock in August 1992 and the sale of a volumetric production
payment in September 1992. The estimated fair value of outstanding interest rate
swap agreements at December 31, 1993 was a negative $3.3 million based upon
termination values obtained from third parties. (See Note 12 to Consolidated
Financial Statements).
Net interest expense decreased $7 million, or 24%, to $22 million in 1992 as
compared to 1991, reflecting a restructuring of debt in early 1991 and lower
interest rates. Using interest rate swap agreements with third parties effective
in January 1992, the Company fixed short-term borrowing costs for the year for
the equivalent of $225 million of its floating rate obligations. In addition,
two of the interest rate swap agreements in notional amounts totalling $75
million were for a two-year period extending through 1993. Effective January 1,
1993, Enron Corp. assumed the Company's remaining obligations under these swap
agreements.
INCOME TAXES. Income tax benefit in 1993 includes a benefit of
approximately $65 million associated with tight gas sand federal income tax
credit utilization, an approximate $7 million predominantly one-time non-cash
charge recorded in the third quarter of 1993 primarily to adjust the Company's
accumulated deferred federal income tax liability for the increase in the
corporate federal income tax rate from 34% to 35% and a $12 million benefit from
the reduction of the Company's accumulated deferred federal income tax liability
resulting from a year end reevaluation of deferred tax liability requirements.
The Company adopted SFAS No. 109 effective January 1, 1993 and applied the
provisions of the statement retroactively. As a result, the previously reported
income tax benefit and net income for 1991 were restated with a reduction to
both of $7 million. Net income for 1992 and 1993 was not affected by the
restatement. The Company's consolidated balance sheets at December 31, 1992 and
1991 were also restated to reflect the increase to deferred income taxes payable
of $7 million and the corresponding decrease to retained earnings of an equal
amount.
Income tax benefit in 1992 includes a benefit of approximately $43 million
associated with tight gas sand federal income tax credit utilization and $2.8
million primarily related to investment tax credit, tight gas sand federal
income tax credit and percentage depletion utilization based on actual returns
as filed and settlements on audit of tax returns of predecessor companies for
the years 1984 through 1985.
Income tax benefit in 1991 includes a benefit of approximately $17 million
associated with tight gas sand federal income tax credit utilization and $10.5
million related to utilization of net operating loss carryforwards, foreign tax
credit and settlements on audit of tax returns of predecessor companies for tax
years 1980 through 1983.
23
<PAGE>
CAPITAL RESOURCES AND LIQUIDITY
CASH FLOW. The primary sources of cash for the Company during the
three-year period ended December 31, 1993 included funds generated from
operations, the sale of common stock, the sale of a volumetric production
payment and proceeds from the sale of certain oil and gas properties. Primary
cash outflows included funds used in operations, exploration and development
expenditures, dividends, and the repayment of debt.
Discretionary cash flow, a frequently used measure of performance for
exploration and production companies, is generally derived by adjusting net
income to eliminate the effects of depreciation, depletion and amortization,
impairment of unproved oil and gas properties, deferred taxes, property sales
net of tax, certain other miscellaneous non-cash amounts, except for
amortization of deferred revenue, and exploration and dry hole expenses. In the
case of the Company, the elimination of revenues associated with the
amortization of deferred revenues created by the sale by the Company of a
volumetric production payment is reflected in investing cash flows. The Company
generated discretionary cash flow of approximately $487 million in 1993, $320
million in 1992 and $252 million in 1991. The 1993 amount includes $50 million
associated with a federal income tax refund resulting from the settlement of an
audit of federal income taxes paid in prior years.
Net operating cash flows were approximately $480 million in 1993, $306
million in 1992 and $242 million in 1991. Increased 1993 net operating cash
flows were primarily due to increased net operating revenues and a decrease in
provision for current taxes resulting from both increased tight gas sand federal
income tax credit utilization and proceeds from the receipt of a refund on
settlement of an audit of federal income taxes paid in prior years. Increased
1992 net operating cash flows were primarily due to increased net operating
revenues and an increase in current tax benefits as a result of tight gas sand
federal income tax credit utilization.
SALE OF CERTAIN PROPERTIES. In 1993, the Company received proceeds of $42
million from the sale of certain producing and non-producing oil and gas
properties. Taxable gains resulting from these sales generated federal income
taxes of $8 million, leaving net proceeds of $34 million. During 1992, the
Company received proceeds of $33 million from the sale of certain producing and
non-producing oil and gas properties. Taxable gains resulting from these sales
generated federal income taxes of $8 million, leaving net proceeds of $25
million. In 1991, the Company received proceeds of $23 million from the sale of
certain producing and non-producing oil and gas properties. Taxable gains
resulting from these sales generated income taxes of $5 million, leaving net
proceeds of $18 million.
SALE OF COMMON STOCK. In August 1992, the Company completed the sale of 4.1
million shares of common stock resulting in aggregate net proceeds to the
Company of approximately $112 million used primarily to repay long-term debt.
Enron Corp. retained ownership of 80% of the Company.
SALE OF VOLUMETRIC PRODUCTION PAYMENT. In September 1992, the Company sold
a volumetric production payment for $326.8 million to a limited partnership.
(See 'Business - Marketing - Other Marketing' and Note 4 to Consolidated
Financial Statements). Under the terms of the production payment agreements, the
Company conveyed a real property interest in approximately 124 bcfe (136
trillion British thermal units) of natural gas and other hydrocarbons in the Big
Piney area of Wyoming to the purchaser. Effective October 1, 1993, the
agreements were amended providing for the extension of the original term of the
volumetric production payment through March 31, 1999 and including a revised
schedule of daily quantities of hydrocarbons to be delivered which is
approximately one-half of the original schedule. The revised schedule will total
approximately 89.1 Bcfe (97.8 trillion British thermal units) versus
approximately 87.9 Bcfe (96.4 trillion British thermal units) remaining to be
delivered under the original agreement. Daily quantities of hydrocarbons no
longer required to be delivered under the revised schedule during the period
from October 1, 1993 through June 30, 1996 are available for sale by the
Company. The Company retains responsibility for its working interest share of
the cost of operations. A portion of the proceeds of the sale was used to repay
a portion of the Company's long-term debt, with surplus funds advanced to Enron
Corp. under a promissory note which facilitates the deposit of funds temporarily
surplus to the Company. In
24
<PAGE>
accordance with generally accepted accounting principles, the Company accounted
for the proceeds received in the transaction as deferred revenue which is being
amortized into revenue and income as natural gas and other hydrocarbons are
produced and delivered to the purchaser during the term, as revised, of the
volumetric production payment thereby matching those revenues with the
depreciation of asset values which remained on the balance sheet following the
sale and the operating expenses incurred for which the Company retained
responsibility. The Company expects the above transaction, as amended, to have
minimal impact on future earnings. However, cash made available by the sale of
the volumetric production payment has provided considerable financial
flexibility for the pursuit of investment alternatives.
EXPLORATION AND DEVELOPMENT EXPENDITURES. The table below sets out
components of actual exploration and development expenditures for the years
ended December 31, 1993, 1992 and 1991, along with those budgeted for the year
1994.
ACTUAL BUDGETED
EXPENDITURE CATEGORY 1993 1992 1991 1994
(IN MILLIONS)
Capital
Drilling and Facilities--------- $ 331.0 $ 259.9 $ 149.3 $ 360.0
Leasehold Acquisitions---------- 29.1 23.0 12.6 20.0
Producing Property
Acquisitions-------------------- 9.2 65.2 42.4 4.0
Capitalized Interest and
Other------------------------- 13.7 14.3 7.4 10.0
Total----------------------- 383.0 362.4 211.7 394.0
Exploration Expenses---------------- 55.3 44.0 46.1 56.0
Total------------------------------- $ 438.3 $ 406.4 $ 257.8 $ 450.0
Exploration and development expenditures in 1993 increased to $438 million,
an 8% increase, as compared to the $406 million expended in 1992. The increase
was attributable to increased domestic drilling activity with reduced emphasis
on development drilling expenditures associated with tight gas sand formations.
The Company also implemented its first development program outside of North
America. During 1992 and 1993, the Company had a platform set, production
facilities in place and natural gas flowing from the Kiskadee field offshore the
southeast coast of Trinidad.
Exploration and development expenditures increased $149 million, or 58%, in
1992 compared to 1991. The increase was primarily attributable to increased
development drilling expenditures associated with tight gas sand activities and
the acquisition in December 1992 of approximately $40 million of producing
properties in Canada. (See 'Business - Exploration and Production' for
additional information detailing the specific geographic locations of the
Company's drilling programs and 'Outlook' below for a discussion related to 1994
exploration and development expenditure plans).
FINANCING. The Company's long-term debt-to-total-capital ratio was 14% and
15% as of December 31, 1993 and 1992, respectively. The Company has entered into
an agreement with Enron Corp. pursuant to which the Company may borrow funds
from Enron Corp. at a representative market rate of interest on a revolving
basis. During 1993, there were no funds borrowed by the Company under this
agreement. Under a promissory note effective January 1, 1993 at a fixed interest
rate of 7%, the Company advances funds temporarily surplus to the Company to
Enron Corp. for investment purposes. Daily outstanding balances of funds
advanced to Enron Corp. under the note averaged $60 million during 1993 with a
balance of $97 million outstanding at December 31, 1993. There were no balances
outstanding at December 31, 1993 under a commercial paper program initiated in
1990. The proceeds from the commercial paper program outstanding from time to
time are used to fund current transactions. During 1993, total long-term debt
increased $3 million to $153 million as a result of $33 million of new
borrowings related to certain international drilling
25
<PAGE>
activities partially offset by $30 million classified as current maturities.
(See Note 3 to the Consolidated Financial Statements). The estimated fair value
of the Company's long-term debt, including current maturities of $30 million, at
December 31, 1993 was $192 million based upon quoted market prices and, where
such prices were not available, upon interest rates currently available to the
Company at year end. (See Note 12 to the Consolidated Financial Statements).
OUTLOOK. While the wellhead natural gas price environment was, on average,
stronger during the year 1993, there continues to exist a good deal of
uncertainty as to the direction of future natural gas price trends. However,
recent experiences continue to suggest a possible converging of the overall
supply/demand relationship reflecting, at least partially, the significantly
reduced level of drilling activity during recent years. Management remains
confident that continually increasing recognition of natural gas as a more
environmentally friendly source of energy along with the availability of
significant domestically sourced supplies will result in further increases in
demand and a strengthening of the overall natural gas market over time. Being
primarily a natural gas producer, the Company is more significantly impacted by
changes in natural gas prices than by changes in crude oil and condensate
prices. (See 'Business - Other Matters - Energy Prices'). Based on the portion
of the Company's anticipated natural gas volumes for which prices have not, in
effect, been hedged using the futures market and long-term marketing contracts,
the Company's net income and cash flow sensitivity to changing natural gas
prices is approximately $7 million for each $.10 per Mcf change in average
wellhead natural gas prices. Using various commodity price hedging mechanisms,
the Company has, in effect, locked in prices for an average of about two-thirds
of its anticipated wellhead natural gas volumes for the year 1994. This level of
hedging may change during the remainder of 1994 and will change in future years.
Other factors representing positive impacts that are more certain continue
to hold good potential for the Company in future periods. While the drilling
qualification period for the tight gas sand federal income tax credit expired as
of December 31, 1992, the Company has continued in 1993, and should continue in
the future, to realize significant benefits associated with production from
wells drilled during the qualifying period as it will be eligible for the
federal income tax credit through the year 2002. However, all other factors
remaining equal, the annual benefit, which was $65 million in 1993 and estimated
to be approximately $40 million for 1994, is expected to continue to decline in
future periods as production from the qualified wells declines. The drilling
qualification period for a certain state severance tax exemption available on
certain high cost natural gas revenues continues through the latter part of
1996. Consequently, new qualifying production will be added prospectively to
that qualified at year end 1993. (See 'Business - Other Matters - Tight Gas Sand
Tax Credit (Section 29) and Severance Tax Exemption'). Other natural gas
marketing activities are also expected to continue to contribute meaningfully to
financial results. However, the Company completed a fairly significant
restructure of its other natural gas marketing portfolio during 1992 with the
sale of a volumetric production payment of approximately 124 Bcfe (136 trillion
British thermal units) for $326.8 million that was subsequently revised in 1993
(See 'Business - Marketing - Other Marketing' and Note 4 to Consolidated
Financial Statements) and elimination of most delivery obligations under four
long-term fixed price marketing contracts. The proceeds from the sale of the
volumetric production payment added substantially to the financial flexibility
of the Company supporting future development while the combined effect of all
elements of the restructuring on net income has not been, and will not in the
future be, significant. These factors are expected to contribute significantly
to earnings, cash flow, and the ability of the Company to pursue the
continuation of an active exploration, development and selective acquisition
program.
The Company will continue to focus development and certain exploration
expenditures in its core and other major producing areas, and include limited
but meaningful exploratory exposure in areas outside of North America. (See
'Business - Exploration and Production' for additional information detailing the
specific geographic locations of the related drilling programs). Early-in-year
activity will be managed within an annual expected expenditure level of
approximately $450 million. This early-in-year planning will address the
continuing uncertainty with regard to the future of the
26
<PAGE>
natural gas price environment and will be structured to maintain the flexibility
necessary under the Company strategy of funding exploration, development and
acquisition activities primarily from available internally generated cash flow.
Expenditure plans for 1994 will continue to be focused toward certain areas that
were not addressed as actively in the recent past due to the increased emphasis
on tight gas sand drilling opportunities during 1991 and 1992 that were
completed in early 1993. The Company will also be continuing expenditures in new
areas outside of North America, primarily for additional development operations
in Trinidad, possible new development operations in other countries, such as
those currently being pursued in India, and the continued evaluation of coalbed
methane recovery potential in France, Australia, China and certain other
countries.
The level of exploration and development expenditures may vary in 1994 and
will vary in future periods depending on energy market conditions and other
related economic factors. Based upon existing economic and market conditions,
the Company believes net operating cash flow and available financing
alternatives in 1994 will be sufficient to fund its net investing cash
requirements for the year. However, the Company has significant flexibility with
respect to its financing alternatives and adjustment of its exploration and
development expenditure plans as circumstances warrant. There are no material
continuing commitments associated with expenditure plans.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required hereunder is included in this report as set forth
in the 'Index to Financial Statements' on page F-1.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this Item regarding directors is set forth in
the Proxy Statement under the caption entitled 'Election of Directors', and is
incorporated herein by reference.
See list of 'Current Executive Officers of the Registrant' in Part I located
elsewhere herein.
There are no family relationships among the officers listed, and there are
no arrangements or understandings pursuant to which any of them were elected as
officers. Officers are appointed or elected annually by the Board of Directors
at its first meeting following the Annual Meeting of Shareholders, each to hold
office until the corresponding meeting of the Board in the next year or until a
successor shall have been elected, appointed or shall have qualified.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is set forth in the Proxy Statement
under the caption 'Compensation of Directors and Executive Officers', and is
incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is set forth in the Proxy Statement
under the captions 'Election of Directors' and 'Compensation of Directors and
Executive Officers', and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is set forth in the Proxy Statement
under the caption 'Compensation Committee Interlocks and Insider Participation',
and is incorporated herein by reference.
27
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(A)(1) AND (2) FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
See 'Index to Financial Statements' set forth on page F-1.
(A)(3) EXHIBITS
See pages E-1 through E-3 for a listing of the exhibits.
(B) REPORTS ON FORM 8-K
No reports on Form 8-K were filed by the Company during the last quarter of
1993.
28
<PAGE>
INDEX TO FINANCIAL STATEMENTS
ENRON OIL & GAS COMPANY
PAGE
Consolidated Financial
Statements:
Management's Responsibility for Financial Reporting---- F-2
Report of Independent Public Accountants--------------- F-3
Consolidated Statements of Income for Each of the
Three Years in the Period Ended December 31, 1993---- F-4
Consolidated Balance Sheets -December 31, 1993
and 1992--------------------------------------------- F-5
Consolidated Statements of Shareholders' Equity
for Each of the Three Years in the Period
Ended December 31, 1993------------------------------ F-6
Consolidated Statements of Cash Flows for Each
of the Three Years in the Period Ended
December 31, 1993------------------------------------ F-7
Notes to Consolidated Financial Statements------------- F-8
Supplemental Information to Consolidated Financial
Statements----------------------------------------------- F-21
Financial Statement Schedules:
Schedule V -Property, Plant and Equipment----------- S-1
Schedule VI -Accumulated Depreciation, Depletion
and Amortization of Property, Plant and Equipment---- S-2
Schedule VIII -Valuation and Qualifying Accounts
and Reserves----------------------------------------- S-3
Schedule X -Supplemental Income Statement
Information------------------------------------------- S-4
Other financial statement schedules have been omitted because
they are inapplicable or the information required therein is
included elsewhere in the consolidated financial statements
or notes thereto.
F-1
<PAGE>
MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING
The following consolidated financial statements of Enron Oil & Gas Company
and its subsidiaries were prepared by management which is responsible for their
integrity, objectivity and fair presentation. The statements have been prepared
in conformity with generally accepted accounting principles and accordingly
include some amounts that are based on the best estimates and judgements of
management.
Arthur Andersen & Co., independent public accountants, was engaged to audit
the consolidated financial statements of Enron Oil & Gas Company and its
subsidiaries and issue a report thereon. In the conduct of the audit, Arthur
Andersen & Co. was given unrestricted access to all financial records and
related data including minutes of all meetings of shareholders, the Board of
Directors and committees of the Board. Management believes that all
representations made to Arthur Andersen & Co. during the audit were valid and
appropriate. Their audits of the years presented included developing an overall
understanding of the Company's accounting systems, procedures and internal
controls, and conducting tests and other auditing procedures sufficient to
support their opinion on the financial statements. The report of Arthur Andersen
& Co. appears on the following page.
The system of internal controls of Enron Oil & Gas Company and its
subsidiaries is designed to provide reasonable assurance as to the reliability
of financial records as represented in published interim and annual financial
statements and for the protection of assets. This system includes, but is not
limited to, written policies and guidelines including a published code for the
conduct of business affairs, the careful selection and training of qualified
personnel, and a documented organizational structure outlining the separation of
responsibilities among management representatives and staff groups, augmented by
a strong program of internal audit.
The adequacy of financial controls of Enron Oil & Gas Company and its
subsidiaries and the accounting principles employed in financial reporting by
the Company are under the general oversight of the Audit Committee of the Board
of Directors. No member of this committee is an officer or employee of the
Company. Both the independent public accountants and internal/contract auditors
have direct access to the Audit Committee and meet with the committee from time
to time to discuss accounting, auditing and financial reporting matters.
Effective January 1, 1994, Arthur Andersen & Co. has been contracted to provide
operational and internal control audit services previously handled by the
internal audit staff of the Company.
It should be recognized that there are inherent limitations to the
effectiveness of any system of internal control, including the possibility of
human error and circumvention or override. Accordingly, even an effective system
can provide only reasonable assurance with respect to the preparation of
reliable financial statements. Furthermore, the effectiveness of an internal
control system can change with circumstances.
It is management's opinion that, considering the criteria for effective
internal control over financial reporting which consists of interrelated
components including the control environment, risk-assessment process, control
activities, information and communication systems, and monitoring, the Company
maintained an effective system of internal control over the preparation of
published interim and annual financial statements for all periods presented.
BEN B. BOYD WALTER C. WILSON FORREST E. HOGLUND
Vice President and Senior Vice President and Chairman of the Board,
Controller Chief Financial Officer President and Chief
Executive Officer
Houston, Texas
March 18, 1994
F-2
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Enron Oil & Gas Company:
We have audited the accompanying consolidated balance sheets of Enron Oil &
Gas Company (a Delaware corporation) and subsidiaries as of December 31, 1993
and 1992, and the related consolidated statements of income, shareholders'
equity and cash flows for each of the three years in the period ended December
31, 1993. These financial statements and the schedules referred to below are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Enron Oil &
Gas Company and subsidiaries as of December 31, 1993 and 1992, and the results
of their operations and their cash flows for each of the three years in the
period ended December 31, 1993, in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The financial statement schedules listed
in the index to financial statements are presented for purposes of complying
with the Securities and Exchange Commission's rules and are not part of the
basic financial statements. These schedules have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, fairly state in all material respects the financial data required to be
set forth therein in relation to the basic financial statements taken as a
whole.
As explained in Note 7 to the consolidated financial statements, the Company
adopted Statement of Financial Accounting Standards No. 109, 'Accounting for
Income Taxes', effective January 1, 1993, and applied the provisions of the
statement retroactively.
ARTHUR ANDERSEN & CO.
Houston, Texas
February 18, 1994 (except with
respect to the matters discussed in
Note 3, as to which the date is
March 11, 1994)
F-3
<PAGE>
ENRON OIL & GAS COMPANY
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
YEAR ENDED DECEMBER 31,
1993 1992 1991
(RESTATED)
NET OPERATING REVENUES
Natural Gas
Associated Companies----------- $ 279,921 $ 280,501 $ 275,362
Trade-------------------------- 225,241 108,487 46,241
Crude Oil, Condensate and Natural
Gas Liquids
Associated Companies----------- 38,953 38,775 41,237
Trade-------------------------- 16,881 20,152 21,599
Other----------------------------- 6,706 5,074 3,166
Total-------------------- 567,702 452,989 387,605
OPERATING EXPENSES
Lease and Well-------------------- 59,344 49,406 49,922
Exploration----------------------- 36,921 33,278 31,470
Dry Hole-------------------------- 18,355 10,764 14,698
Impairment of Unproved Oil and Gas
Properties---------------------- 20,467 15,136 12,791
Depreciation, Depletion and
Amortization-------------------- 249,704 179,839 160,885
General and Administrative-------- 45,274 36,648 36,216
Taxes Other Than Income----------- 35,396 28,346 18,222
Total-------------------- 465,461 353,417 324,204
OPERATING INCOME--------------------- 102,241 99,572 63,401
OTHER INCOME------------------------- 19,953 2,561 11,768
INCOME BEFORE INTEREST EXPENSE AND
TAXES------------------------------ 122,194 102,133 75,169
INTEREST EXPENSE
Incurred
Affiliate---------------------- - 1,747 9,503
Other-------------------------- 15,378 24,122 24,479
Capitalized----------------------- (5,457) (3,580) (4,482)
Net Interest Expense----------- 9,921 22,289 29,500
INCOME BEFORE INCOME TAXES----------- 112,273 79,844 45,669
INCOME TAX BENEFIT------------------- (25,752) (17,736) (2,247)
NET INCOME--------------------------- $ 138,025 $ 97,580 $ 47,916
EARNINGS PER SHARE OF COMMON
STOCK------------------------------ $ 1.73 $ 1.26 $ .63
AVERAGE NUMBER OF COMMON SHARES------ 79,983 77,267 75,900
The accompanying notes are an integral part of these consolidated financial
statements.
F-4
<PAGE>
ENRON OIL & GAS COMPANY
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
AT DECEMBER 31,
1993 1992
(RESTATED)
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents--------- $ 103,129 $ 132,618
Accounts Receivable
Associated Companies----------- 59,143 50,838
Trade-------------------------- 66,109 50,832
Inventories----------------------- 14,082 9,534
Other----------------------------- 6,962 3,190
Total----------------------- 249,425 247,012
OIL AND GAS PROPERTIES (Successful
Efforts Method)---------------------- 2,772,220 2,475,371
Less: Accumulated Depreciation,
Depletion and Amortization------ 1,226,175 1,007,360
Net Oil and Gas
Properties---------------- 1,546,045 1,468,011
OTHER ASSETS------------------------- 15,692 15,989
TOTAL ASSETS------------------------- $ 1,811,162 $ 1,731,012
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable
Associated Companies----------- $ 13,250 $ 1,889
Trade-------------------------- 143,542 128,695
Accrued Taxes Payable------------- 17,354 9,911
Dividends Payable----------------- 4,795 4,800
Current Maturities of Long-Term
Debt---------------------------- 30,000 -
Other----------------------------- 8,989 49,421
Total----------------------- 217,930 194,716
LONG-TERM DEBT----------------------- 153,000 150,000
OTHER LIABILITIES-------------------- 9,477 8,972
DEFERRED INCOME TAXES---------------- 270,154 248,943
DEFERRED REVENUE--------------------- 227,528 301,395
COMMITMENTS AND CONTINGENCIES
(Note 8)
SHAREHOLDERS' EQUITY
Common Stock, No Par, 80,000,000
Shares Authorized and Issued---- 200,800 200,800
Additional Paid In Capital-------- 417,531 421,747
Cumulative Foreign Currency
Translation Adjustment---------- (6,855) (1,726)
Retained Earnings----------------- 324,995 206,165
Common Stock Held in Treasury,
80,000 shares------------------- (3,398) -
Total Shareholders'
Equity---------------------- 933,073 826,986
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY----------------------------- $ 1,811,162 $ 1,731,012
The accompanying notes are an integral part of these consolidated financial
statements.
F-5
<PAGE>
ENRON OIL & GAS COMPANY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
CUMULATIVE
FOREIGN COMMON TOTAL
ADDITIONAL CURRENCY STOCK SHAREHOLD-
COMMON PAID IN TRANSLATION RETAINED HELD IN ERS'
STOCK CAPITAL ADJUSTMENT EARNINGS TREASURY EQUITY
<S> <C> <C> <C> <C> <C> <C>
(RESTATED)
Balance at December 31, 1990--------- $ 200,759 $ 310,504 $ 6,540 $ 92,239 $ - $ 610,042
Net Income, as Restated----------- - - - 47,916 - 47,916
Dividends Paid/Declared, $.20 Per
Share--------------------------- - - - (15,180) - (15,180)
Translation Adjustment------------ - - 407 - - 407
Balance at December 31, 1991--------- 200,759 310,504 6,947 124,975 - 643,185
Net Income------------------------ - - - 97,580 - 97,580
Shares Issued by Public Offering-- 41 111,820 - - - 111,861
Dividends Paid, $.05 Per Share in
April, July and October, and
Declared, $.06 in December------ - - - (16,390) - (16,390)
Translation Adjustment------------ - - (8,673) - - (8,673)
Treasury Stock Purchased---------- - - - - (1,827) (1,827)
Treasury Stock Issued Under Stock
Option Plan--------------------- - (577) - - 1,827 1,250
Balance at December 31, 1992--------- 200,800 421,747 (1,726) 206,165 - 826,986
Net Income----------------------- - - - 138,025 - 138,025
Dividends Paid/Declared, $.24 Per
Share-------------------------- - - - (19,195) - (19,195)
Translation Adjustment----------- - - (5,129) - - (5,129)
Treasury Stock Purchased--------- - - - - (16,698) (16,698)
Treasury Stock Issued Under Stock
Option Plan-------------------- - (4,216) - - 13,300 9,084
Balance at December 31, 1993--------- $ 200,800 $ 417,531 $ (6,855) $ 324,995 $ (3,398) $ 933,073
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>
F-6
<PAGE>
ENRON OIL & GAS COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
YEAR ENDED DECEMBER 31,
1993 1992 1991
CASH FLOWS FROM OPERATING ACTIVITIES (RESTATED)
Reconciliation of Net Income to
Net Operating Cash Inflows:
Net Income------------------------ $ 138,025 $ 97,580 $ 47,916
Items Not Requiring (Providing)
Cash
Depreciation, Depletion and
Amortization----------------- 249,704 179,839 160,885
Impairment of Unproved Oil and
Gas Properties--------------- 20,467 15,136 12,791
Deferred Income Taxes---------- 25,612 (17,917) (11,997)
Other, Net--------------------- 1,768 5,713 5,073
Exploration Expenses-------------- 36,921 33,278 31,470
Dry Hole Expenses----------------- 18,355 10,764 14,698
Gains On Sales of Oil and Gas
Properties---------------------- (13,318) (6,037) (14,983)
Other, Net------------------------ 1,242 (6,147) 614
Changes in Components of Working
Capital and Other Liabilities
Accounts Receivable------------ (24,586) (12,732) (821)
Inventories-------------------- (4,548) 3,687 (19)
Accounts Payable--------------- 26,208 46,327 381
Accrued Taxes Payable---------- 7,443 247 1,011
Other Liabilities-------------- 772 (2,886) (1,006)
Other, Net--------------------- (44,443) 33,784 3,839
Changes in Components of Working
Capital Associated with
Investing and Financing
Activities---------------------- 40,042 (74,232) (7,976)
NET OPERATING CASH INFLOWS----------- 479,664 306,404 241,876
INVESTING CASH FLOWS
Additions to Oil and Gas
Properties---------------------- (383,064) (362,403) (211,673)
Exploration Expenses-------------- (36,921) (33,278) (31,470)
Dry Hole Expenses----------------- (18,355) (10,764) (14,698)
Proceeds from Sale of
Properties---------------------- 41,815 33,412 22,827
Proceeds from Sale of Volumetric
Production Payment-------------- - 326,775 -
Amortization of Deferred
Revenue------------------------- (73,867) (25,380) -
Changes in Components of Working
Capital Associated with
Investing Activities------------ (37,256) 74,232 7,976
Other, Net------------------------ (4,905) (3,686) (3,020)
NET INVESTING CASH OUTFLOWS---------- (512,553) (1,092) (230,058)
FINANCING CASH FLOWS
Long-Term Debt
Affiliate---------------------- - (132,836) (145,082)
Other-------------------------- 33,000 (139,556) 149,114
Common Stock Issued--------------- - 111,861 -
Dividends Paid-------------------- (19,200) (15,385) (15,180)
Treasury Stock Purchased---------- (16,698) (1,827) -
Proceeds from Sales of Treasury
Stock--------------------------- 9,084 1,250 -
Other, Net------------------------ (2,786) - (466)
NET FINANCING CASH INFLOWS
(OUTFLOWS)------------------------- 3,400 (176,493) (11,614)
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS------------------------ (29,489) 128,819 204
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR------------------ 132,618 3,799 3,595
CASH AND CASH EQUIVALENTS AT END OF
YEAR------------------------------- $ 103,129 $ 132,618 $ 3,799
The accompanying notes are an integral part of these consolidated financial
statements.
F-7
<PAGE>
ENRON OIL & GAS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS UNLESS OTHERWISE INDICATED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION. The consolidated financial statements of Enron
Oil & Gas Company (the 'Company'), 80% of the outstanding common stock of which
is owned by Enron Corp., include the accounts of all domestic and foreign
subsidiaries. All material intercompany accounts and transactions have been
eliminated. Certain reclassifications have been made to consolidated financial
statements for prior years to conform with the current presentation.
CASH EQUIVALENTS. The Company records as cash equivalents all highly liquid
short-term investments with maturities of three months or less. (See Note 3
'Long-Term Debt, Financing Arrangements with Enron Corp.')
OIL AND GAS OPERATIONS. The Company accounts for its natural gas and crude
oil exploration and production activities under the successful efforts method of
accounting.
Oil and gas lease acquisition costs are capitalized when incurred. Unproved
properties with significant acquisition costs are assessed quarterly on a
property-by-property basis and any impairment in value is recognized. Unproved
properties with acquisition costs that are not individually significant are
aggregated, and the portion of such costs estimated to be nonproductive, based
on historical experience, is amortized over the average holding period. If the
unproved properties are determined to be productive, the appropriate related
costs are transferred to proved oil and gas properties. Lease rentals are
expensed as incurred.
Oil and gas exploration costs, other than the costs of drilling exploratory
wells, are charged to expense as incurred. The costs of drilling exploratory
wells are capitalized pending determination of whether they have discovered
proved commercial reserves. If proved commercial reserves are not discovered,
such drilling costs are expensed. The costs of all development wells and related
equipment used in the production of crude oil and natural gas are capitalized.
Depreciation, depletion and amortization of the cost of proved oil and gas
properties is calculated using the unit-of-production method. Estimated future
dismantlement, restoration and abandonment costs (classified as long-term
liabilities), net of salvage values, are taken into account. Certain other
assets are depreciated on a straight-line basis.
Inventories, consisting primarily of tubular goods and well equipment held
for use in the exploration for, and development and production of crude oil and
natural gas reserves, are carried at cost with selected adjustments made from
time to time to recognize changes in condition value.
Natural gas revenues are recorded to recognize that during the course of
normal production operations joint interest owners will, from time to time, take
more or less than their ultimate share of natural gas volumes from jointly owned
reservoirs. These volumetric imbalances are monitored over the life of the
reservoir to achieve balancing, or minimize imbalances, by the time reserves are
depleted. Final cash settlements are made, generally at the time a property is
depleted, under one of a variety of arrangements generally accepted by the
industry depending on the specific circumstances involved. The Company accrues
revenues associated with undertakes and defers revenues associated with
overtakes to recognize these potential ultimate imbalances.
ACCOUNTING FOR FUTURES CONTRACTS. Futures transactions are entered into as
hedges of commodity prices associated with the sales and purchases of natural
gas and crude oil, in order to mitigate the risk of market price fluctuations.
Changes in the market value of futures transactions entered into as hedges are
deferred until the gain or loss is recognized on the hedged transactions.
F-8
<PAGE>
CAPITALIZED INTEREST COSTS. Certain interest costs have been capitalized as
a part of the historical cost of unproved oil and gas properties. Interest costs
capitalized during each of the three years in the period ended December 31, 1993
are set out in the Consolidated Statements of Income.
INCOME TAXES. Taxable income of the Company, excluding that of any foreign
subsidiaries, is included in the consolidated federal income tax return filed by
Enron Corp. Pursuant to a tax allocation agreement between the Company, the
Company's subsidiaries and Enron Corp., either Enron Corp. will pay to the
Company and each subsidiary an amount equal to the tax benefit realized in the
Enron Corp. consolidated federal income tax return resulting from the
utilization of the Company's or the subsidiary's net operating losses and/or tax
credits, or the Company and each subsidiary will pay to Enron Corp. an amount
equal to the federal income tax computed on its separate taxable income less the
tax benefits associated with any net operating losses and/or tax credits
generated by the Company or the subsidiary which are utilized in the Enron Corp.
consolidated return. Enron Corp. will pay the Company and each subsidiary for
the tax benefits associated with their net operating losses and tax credits
utilized in the Enron Corp. consolidated return, provided that a tax benefit was
realized except as discussed in the following paragraph, even if such benefits
could not have been used by the Company or the subsidiary on a separately filed
tax return.
In 1991, the Company and Enron Corp. modified the tax allocation agreement
to provide that through 1992, the Company would realize the benefit of certain
tight gas sand tax credits available to the Company on a stand alone basis. The
Company has also entered into an agreement with Enron Corp. providing for the
Company to be paid for all realizable benefits associated with tight gas sand
tax credits concurrent with tax reporting and settlement for the periods in
which they are generated.
The tax allocation agreement applies to the Company and each of its
subsidiaries for all years in which the Company or any of its subsidiaries are
or were included in the Enron Corp. consolidated return. Taxes for any foreign
subsidiaries of the Company are calculated on a separate return basis.
The Company adopted the provisions of Statement of Financial Accounting
Standards (SFAS) No. 109 -'Accounting for Income Taxes' effective January 1,
1993 and applied the provisions of the statement retroactively. The Company
previously accounted for income taxes under the provisions of SFAS No. 96 which
was superceded by SFAS No. 109. SFAS No. 109 retains the asset and liability
approach for accounting for income taxes. Under this approach, deferred tax
assets and liabilities are recognized based on anticipated future tax
consequences attributable to differences between financial statement carrying
amounts of assets and liabilities and their respective tax bases.
FOREIGN CURRENCY TRANSLATION. For subsidiaries whose functional currency is
deemed to be other than the U.S. dollar, asset and liability accounts are
translated at year end rates of exchange and revenue and expenses are translated
at average exchange rates prevailing during the year. Translation adjustments
are included as a separate component of shareholders' equity.
EARNINGS PER SHARE. Earnings per share is computed on the basis of the
average number of common shares outstanding during the periods.
F-9
<PAGE>
2. NATURAL GAS AND CRUDE OIL, CONDENSATE AND NATURAL GAS LIQUIDS NET OPERATING
REVENUES
Natural Gas Net Operating Revenues are comprised of the following:
1993 1992 1991
Wellhead Natural Gas Revenues
Associated Companies(1)---------- $340,508(2) $223,249(2) $171,056
Trade---------------------------- 156,301 103,288 75,037
Total-------------------- $496,809 $326,537 $246,093
Other Natural Gas Marketing
Activities
Gross Revenues from:
Associated Companies(3)------ $139,576 $186,600 $220,152
Trade------------------------ 135,606(4) 57,482(4) 7,215
Total-------------------- 275,182 244,082 227,367
Associated Costs from:
Associated
Companies(1)(5)-------------- 182,456(6) 133,170(6) 115,601
Trade------------------------ 66,273 52,283 36,011
Total-------------------- 248,729 185,453 151,612
Net---------------------- 26,453 58,629 75,755
NYMEX Commodity Price Hedging
Gain (Loss)(7)----------------- (18,100) 3,822 (245)
Total-------------------- $ 8,353 $ 62,451 $ 75,510
Crude Oil, Condensate and Natural Gas Liquids Net Operating Revenues are
comprised of the following:
1993 1992 1991
Wellhead Crude Oil, Condensate and
Natural Gas Liquids Revenues
Associated Companies------------- $ 38,953 $ 38,474 $ 37,029
Trade---------------------------- 16,881 20,152 21,599
Total------------------------ $ 55,834 $ 58,626 $ 58,628
Other Crude Oil and Condensate
Marketing Activities
NYMEX Commodity Price Hedging
Gain(7)------------------------ $ - $ 301 $ 4,208
(1) Wellhead Natural Gas Revenues in 1993, 1992 and 1991 include $129,504,
$84,317 and $69,175, respectively, associated with deliveries by Enron Oil
& Gas Company to Enron Oil & Gas Marketing, Inc., a wholly-owned
subsidiary, reflected as a cost in Other Natural Gas Marketing
Activities -Associated Costs.
(2) Includes $46,358 and $20,667 in 1993 and 1992, respectively, associated
with the equivalent wellhead value of volumes delivered under the terms of
a volumetric production payment agreement effective October 1, 1992, as
amended, net of transportation.
(3) Includes the effect of a price swap agreement with an Enron Corp.
affiliated company which in effect fixed the price of certain sales.
(4) Includes $73,867 and $25,380 in 1993 and 1992, respectively, associated
with the amortization of deferred revenues under the terms of volumetric
production payment and exchange agreements effective October 1, 1992, as
amended.
(5) Includes the effect of a price swap agreement with a third party which in
effect fixed the price of certain purchases.
(6) Includes $65,042 and $23,977 in 1993 and 1992, respectively, for volumes
delivered under volumetric production payment and exchange agreements
effective October 1, 1992, as amended, including equivalent wellhead
value, any applicable transportation costs and exchange differentials.
(7) Represents gain or loss associated with commodity futures transactions
primarily with Enron Corp. affiliated companies based on NYMEX prices in
effect on dates of execution, less customary transaction fees.
F-10
<PAGE>
3. LONG-TERM DEBT
REVOLVING CREDIT AGREEMENT. In March 1994, the Company replaced an existing
credit agreement with a Revolving Credit Agreement dated as of March 11, 1994,
among the Company and the banks named therein (the 'Credit Agreement'). The
Credit Agreement provides for aggregate borrowings of up to $100 million, with
provisions for increases, at the option of the Company, up to $300 million.
Advances under the Credit Agreement bear interest, at the option of the Company,
based on a base rate, an adjusted CD rate or a Eurodollar rate. Each advance
under the Credit Agreement matures on a date selected by the Company at the time
of the advance, but in no event after January 15, 1998.
FINANCING ARRANGEMENTS WITH ENRON CORP. The Company engages in various
transactions with Enron Corp. that are characteristic of a consolidated group
under common control. Activities of the Company not internally funded from
operations have been and may be funded from time to time by advances from Enron
Corp. The Company entered into an agreement with Enron Corp., effective October
12, 1989 (as amended effective September 29, 1992), under which the Company may
borrow funds from Enron Corp. at a representative market rate of interest on a
revolving basis. During 1993, there were no funds borrowed by the Company under
this agreement. Any loan balance that may be outstanding from time to time is
payable on demand but no later than September 29, 1995, the maturity date of
this agreement. Any balances outstanding are classified as long-term based on
the Company's intent and ability to refinance such amounts using available
borrowing capacity. Interest expense recorded in 1992 and 1991 under the terms
of this agreement totaled $.1 million and $.2 million, respectively. There was
no interest expense relating to this agreement recorded in 1993.
The Company also entered into an agreement with Enron Corp., effective
October 12, 1989 (as amended effective September 29, 1992), which provides the
Company the option of depositing any excess funds that may be available from
time to time with Enron Corp. with interest at a representative market rate
during the periods the funds were held by Enron Corp. Interest income recorded
in 1992 and 1991 under the terms of this agreement totaled $1.4 million and $.3
million, respectively. Effective January 1, 1993, the Company executed a
promissory note at a fixed interest rate of 7% with Enron Corp. providing for
the investment of funds temporarily surplus to the Company from time to time
with Enron Corp. Daily outstanding balances of funds advanced to Enron Corp.
under this note averaged $60.3 million during 1993 with a balance of $96.6
million outstanding and included in Cash and Cash Equivalents at December 31,
1993. Interest income recorded in 1993 under the terms of this note totaled $4.4
million.
OTHER LONG-TERM DEBT. Other long-term debt at December 31 consisted of the
following:
1993 1992
Loans Payable-------------------- $ 50,000 $ 50,000
Senior Notes--------------------- 70,000 100,000
Promissory Note------------------ 33,000 -
Total---------------- $ 153,000 $ 150,000
The Loans Payable are due in 1995 and bear interest at a variable rate based
on the London Interbank Offered Rate which has, in effect, been converted to
fixed interest rates ranging from 8.92% to 8.98% through maturity using interest
rate swap agreements in equivalent dollar amounts.
The Senior Notes bear interest at 9.1% with principal repayments of $30
million due in 1996 and $20 million due in 1997 and 1998. A principal repayment
of $30 million is due in 1994 and is classified as current maturities of
long-term debt at December 31, 1993.
The Promissory Note is payable by one of the Company's subsidiaries to a
bank, bears interest at 3 3/8% and represents interim financing under Section
936(d)(4) of the Internal Revenue Code of 1986, as amended, of a project
involving the development of gas and oil fields. The note is due the earlier of
April 30, 1994, as extended, or the closing date of the permanent financing and
is collateralized with a letter of credit issued by a bank on behalf of the
subsidiary and guaranteed by the Company. The note
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is classified as long-term based on the subsidiary's intent and ability to
convert the balance of the note to permanent long-term financing. In March 1994,
the subsidiary received two advances aggregating $31 million under a credit
agreement dated as of March 8, 1994, between the subsidiary and a financial
institution. The credit agreement provides for aggregate borrowings of up to $75
million. One of the advances is in the amount of $16 million, bears interest at
a fixed rate of 4.52% and is due in 1998. The other advance is in the amount of
$15 million, bears interest at a floating rate that resets quarterly equal to
84% of the LIBID Rate which is 1/8 of 1% less than the London Interbank Offered
Rate and is due in 1998. Both advances are collaterized with a letter of credit
issued by a bank on behalf of the subsidiary and guaranteed by the Company. The
advances were used to partially repay the Promissory Note.
There were no balances outstanding at December 31, 1993 and 1992 under a
commercial paper program initiated in 1990. The proceeds from the commercial
paper program outstanding from time to time are used to fund current
transactions.
Certain of the borrowings described above contain covenants requiring the
maintenance of certain financial ratios and limitations on liens, debt issuance
and dispositions of assets.
In September 1991, the Company filed with the Securities and Exchange
Commission a registration statement providing for the issuance and sale from
time to time of up to $250 million of debt securities to the public. As of
December 31, 1993, no debt securities had been issued under this registration
statement.
4. DEFERRED REVENUE
In September 1992, the Company sold a volumetric production payment for
$326.8 million to a limited partnership of which an Enron Corp. affiliated
company is general partner with a 1% interest. Under the terms of the production
payment agreements, the Company conveyed a real property interest of
approximately 124 billion cubic feet equivalent ('Bcfe') (136 trillion British
thermal units) of natural gas and other hydrocarbons in the Big Piney area of
Wyoming. The natural gas and other hydrocarbons were originally scheduled to be
produced and delivered over a period of forty-five months which period commenced
October 1, 1992. Effective October 1, 1993, the agreements were amended
providing for the extension of the original term of the volumetric production
payment through March 31, 1999 and including a revised schedule of daily
quantities of hydrocarbons to be delivered which is approximately one-half of
the original schedule. The revised schedule will total approximately 89.1 Bcfe
(97.8 trillion British thermal units) versus approximately 87.9 Bcfe (96.4
trillion British thermal units) remaining to be delivered under the original
agreement. Daily quantities of hydrocarbons no longer required to be delivered
under the revised schedule during the period from October 1, 1993 through June
30, 1996 are available for sale by the Company. The Company retains
responsibility for its working interest share of the cost of operations. The
Company also entered into a separate agreement with the same limited partnership
whereby it has agreed to exchange volumes owned by the Company in the
Midcontinent area and the Texas Gulf Coast area for equivalent volumes produced
and owned by the limited partnership in the Big Piney area. The costs incurred,
if any, to effect redeliveries pursuant to such exchange are borne by the
Company. A portion of the proceeds of the sale was used to repay a portion of
the Company's long-term debt, with surplus funds advanced to Enron Corp. under a
note agreement which facilitates the deposit of funds temporarily surplus to the
Company. The Company accounted for the proceeds received in the transaction as
deferred revenue which is being amortized into revenue and income as natural gas
and other hydrocarbons are produced and delivered during the term, as revised,
of the volumetric production payment. Annual remaining amortization of deferred
revenue, based on revised
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scheduled deliveries under the volumetric production payment agreement, as
amended, at December 31, 1993 was as follows:
1994--------------------------------- $ 43,344
1995--------------------------------- 43,344
1996--------------------------------- 43,463
1997--------------------------------- 43,344
1998--------------------------------- 43,344
1999--------------------------------- 10,689
Total------------------------ $ 227,528
5. SHAREHOLDERS' EQUITY
In August 1992, the Company completed the offering and sale of 4.1 million
shares of common stock. The shares were priced to the public at $28.50 per
share. Net proceeds, after underwriting commissions and expenses, totaled
approximately $112 million and were used primarily to repay long-term debt.
In December 1992, the Board of Directors of the Company approved the
reduction of the authorized common shares from 100 million to 80 million shares
and cancelled the authorization for preferred shares. Such actions were approved
by the shareholders in May 1993.
Also in December 1992, the Board of Directors of the Company approved the
purchase of up to 250,000 shares of common stock of the Company for, but not
limited to, meeting obligations associated with stock option grants to qualified
employees pursuant to the Enron Oil & Gas Company 1992 Stock Plan. (See Note 8
'Commitments and Contingencies -Enron Oil & Gas Company 1992 Stock Plan'). At
December 31, 1993, 80,000 shares were held in treasury under this authorization.
In February 1994, the Board of Directors authorized submission of a
resolution to shareholders for approval at their annual meeting in May 1994 that
would, contingent upon the Board of Directors of the Company declaring, on or
before May 3, 1995, a stock split of either two-for-one or three-for-two, amend
the Restated Certificate of Incorporation of the Company to increase the total
number of authorized shares of the common stock of the Company from 80 million
to 160 million shares in the event of a two-for-one stock split or to 120
million shares in the event of a three-for-two stock split. Such charter
amendment, if adopted, will become effective when the appropriate Certificate of
Amendment to the Company's Restated Certificate of Incorporation is filed with
the Secretary of State of Delaware, which filing will only be authorized at such
time as the Board of Directors takes the requisite action to approve either a
two-for-one or a three-for-two stock split in either case effected as a dividend
which action, if to be carried out under this resolution, must occur on or
before May 3, 1995.
6. TRANSACTIONS WITH ENRON CORP. AND RELATED PARTIES
NATURAL GAS AND CRUDE OIL, CONDENSATE AND NATURAL GAS LIQUIDS NET OPERATING
REVENUES. Wellhead Natural Gas and Crude Oil, Condensate and Natural Gas
Liquids Revenues and Other Natural Gas and Other Crude Oil and Condensate
Marketing Activities include revenues from and associated costs paid to various
subsidiaries and affiliates of Enron Corp. pursuant to contracts which, in the
opinion of management, are no less favorable than could be obtained from third
parties. Other Natural Gas and Other Crude Oil and Condensate Marketing
Activities also include certain price swap and futures transactions with Enron
Corp. affiliated companies which, in the opinion of management, are no less
favorable than could be obtained from third parties. (See Note 2 'Natural Gas
and Crude Oil, Condensate and Natural Gas Liquids Net Operating Revenues').
GENERAL AND ADMINISTRATIVE EXPENSES. The Company is charged by Enron Corp.
for all direct costs associated with its operations. Such direct charges,
excluding benefit plan charges (See Note 8 'Commitments and
Contingencies -Employee Benefit Plans'), totaled $11.5 million, $4.9 million
and $7.4 million for the years ended December 31, 1993, 1992 and 1991,
respectively. Management believes that these charges are reasonable.
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<PAGE>
Additionally, certain administrative costs not directly charged to any Enron
Corp. operations or business segments are allocated to the entities of the
consolidated group. Allocation percentages are generally determined utilizing
weighted average factors derived from property gross book value, net operating
revenues and payroll costs. Effective January 1, 1989, the Company entered into
an agreement with Enron Corp., with an initial term of five years, providing
for, among other things, an annual cap of $8.0 million to be applied to indirect
allocated charges subject to adjustment for inflation and certain changes in the
allocation bases of the Company. Approximately $7.9 million, $9.5 million, and
$9.4 million were charged to the Company for indirect general and administrative
expenses for the years ended December 31, 1993, 1992 and 1991, respectively.
Management believes the indirect allocated charges for the numerous types of
support services provided by the corporate staff are reasonable. Effective
January 1, 1994, the Company and Enron Corp. entered into a new services
agreement pursuant to which Enron Corp. will, among other things, provide for
the Company similar services substantially identical in nature and quality to
those provided under terms of the previous agreement. The Company has agreed to
pay and to reimburse Enron Corp. on bases essentially consistent with those
included in the previous agreement, except that allocated indirect costs are
subject to an annual maximum of $6.7 million for the year 1994 with any increase
in such maximum for subsequent years not to exceed 7.5% per year. The new
services agreement is for an initial term of five years through December 1998
and will continue thereafter until terminated by either party.
FINANCING. See Note 3 'Long-Term Debt' for a discussion of financing
arrangements with Enron Corp.
7. INCOME TAXES
As discussed in Note 1, effective January 1, 1993, the Company adopted SFAS
No. 109 and applied the provisions of the statement retroactively. Under the
provisions of SFAS No. 109, the effect of a change in a tax rate is recognized
in income for the period that includes the date of enactment of such change.
Consequently, the previously reported net income for 1991 was restated to $47.9
million ($.63 per share) from $54.9 million ($.72 per share), a reduction of
$7.0 million primarily to recognize the enactment of a change in the computation
of certain state franchise taxes, a portion of which is treated as an income tax
under SFAS No. 109. Net income for 1992 and 1993 was not affected by the
restatement. The Company's consolidated balance sheet at December 31, 1992 was
also restated to reflect the increase to Deferred Income Taxes of $7.0 million
and the corresponding decrease to Retained Earnings of an equal amount. In
August 1993, the corporate federal income tax rate increased from 34% to 35%
retroactive to January 1, 1993 resulting in an increase to the Company's 1993
deferred income tax provision of approximately $5.9 million with a corresponding
increase to the Company's deferred income tax liability of an equal amount and a
decrease of approximately $1.2 million to the Company's 1993 current income tax
benefit.
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<PAGE>
The principal components of the Company's net deferred income tax liability
at December 31, 1993 and 1992 were as follows (in thousands):
1993 1992
(RESTATED)
Deferred Income Tax Assets
Non-Producing Leasehold Costs------ $ 5,234 $ 4,661
Seismic Costs Capitalized for
Tax------------------------------ 5,643 6,505
Other------------------------------ 6,337 13,167
Total Deferred Income Tax
Assets----------------------- 17,214 24,333
Deferred Income Tax Liabilities
Oil & Gas Exploration and
Development Costs Deducted for
Tax Over Book Depreciation,
Depletion and Amortization------- 276,422 253,009
Capitalized Interest--------------- 6,866 4,604
Other------------------------------ 4,080 15,663
Total Deferred Income Tax
Liabilities------------------ 287,368 273,276
Net Deferred Income Tax
Liability-------------------- $ 270,154 $ 248,943
The components of income (loss) before income taxes were as follows:
[CAPTION]
1993 1992 1991
United States------------------------ $ 117,460 $ 74,226 $ 49,187
Foreign------------------------------ (5,187) 5,618 (3,518)
Total------------------------ $ 112,273 $ 79,844 $ 45,669
Total income tax provision (benefit) was as follows:
1993 1992 1991
(RESTATED)
Current:
Federal-------------------------- $ (52,555) $ (292) $ 9,226
State---------------------------- 5 2 -
Foreign-------------------------- 1,186 471 524
Total------------------------ (51,364) 181 9,750
Deferred:
Federal-------------------------- 20,845 (21,729) (23,917)
State---------------------------- 4,357 3,119 11,962
Foreign-------------------------- 410 693 (42)
Total------------------------ 25,612 (17,917) (11,997)
Income Tax Benefit----------------- $ (25,752) $ (17,736) $ (2,247)
The differences between taxes computed at the U.S. federal statutory rate
and the Company's effective rate were as follows:
1993 1992 1991
(RESTATED)
Statutory Federal Income Tax--------- $ 39,296 $ 27,147 $ 15,528
State Income Tax, Net of Federal
Benefit---------------------------- 2,835 2,059 877
Income Tax Related to Foreign
Operations------------------------- 3,461 (1,649) 1,677
Tight Gas Sand Federal Income Tax
Credits---------------------------- (65,172) (42,500) (16,926)
Revision of Prior Years' Tax
Estimates-------------------------- (12,060) (2,842) (10,461)
SFAS No. 109 Restatement------------- - - 7,018
Federal Tax Rate Increase------------ 5,875 - -
Other-------------------------------- 13 49 40
Income Tax Benefit--------------- $ (25,752) $ (17,736) $ (2,247)
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<PAGE>
Current income tax receivable from (payable to) Enron Corp. at December 31,
1993, 1992 and 1991 amounted to $(6,892), $5,619 and $(4,522), respectively.
The Company has an alternative minimum tax (AMT) credit carryforward of $2.7
million which can be used to offset regular income taxes payable in future
years. The AMT credit carryforward has an indefinite carryforward period.
The Company's foreign subsidiaries' undistributed earnings of approximately
$45 million at December 31, 1993 are considered to be indefinitely invested
outside the U.S. and, accordingly, no U.S. federal or state income taxes have
been provided thereon. Upon distribution of those earnings in the form of
dividends, the Company may be subject to both foreign withholding taxes and U.S.
income taxes, net of allowable foreign tax credits. Determination of any
potential amount of unrecognized deferred income tax liabilities is not
practicable.
In 1991, the Company recognized for financial reporting purposes the
benefits attributable to the utilization of a previously unrecognized separate
company net operating loss carryforward resulting in a tax benefit of
approximately $7 million reflected in 1991 net income.
8. COMMITMENTS AND CONTINGENCIES
EMPLOYEE BENEFIT PLANS. Employees of the Company are covered by various
retirement, stock purchase and other benefit plans of Enron Corp. During each of
the years ended December 31, 1993, 1992 and 1991, the Company was charged $4.5
million, $3.6 million and $3.6 million, respectively, for all such benefits,
including pension expense totalling $.5 million, $.5 million and $.4 million,
respectively, by Enron Corp.
As of September 30, 1993, the most recent valuation date, the plan net
assets of the Enron Corp. defined benefit plan in which the employees of the
Company participate exceeded the actuarial present value of projected plan
benefit obligations by approximately $25.3 million. The assumed discount rate,
rate of return on plan assets and rate of increases in wages used in determining
the actuarial present value of projected plan benefits were 7.0%, 10.5% and
4.0%, respectively.
The Company also has in effect a pension and a savings plan related to its
Canadian and Trinidadian subsidiaries. Activity related to these plans is not
significant to the Company's operations.
The Company provides certain medical, life insurance and dental benefits to
eligible employees who retire under the Enron Corp. Retirement Plan and their
eligible surviving spouses. Effective January 1, 1993, the Company adopted the
provisions of SFAS No. 106 'Employers' Accounting for Postretirement Benefits
Other Than Pensions'. The standard requires that employers providing
postretirement benefits accrue those costs over the service lives of the
employees expected to be eligible to receive such benefits. Such costs were
previously recorded on a pay-as-you-go basis. The net periodic cost under SFAS
No. 106 for 1993 was approximately $1.0 million, including service cost,
interest cost and amortization of transition obligation in the amounts of $.1
million, $.5 million and $.4 million, respectively. The transition obligation
existing at January 1, 1993 is being amortized over an average period of 19
years. The adoption of SFAS No. 106 did not have a material impact on the
Company's results of operations.
The accumulated postretirement benefit obligation ('APBO') existing at
December 31, 1993 totaled $8.7 million, of which $7.2 million is applicable to
current retirees and current employees eligible to retire. The measurement of
the APBO assumes a 7% discount rate and a health care cost trend rate of 13% in
1993 decreasing to 5% by the year 2005 and beyond. A 1% increase in the health
care cost trend rate would have the effect of increasing the APBO and the net
periodic expense by approximately $.8 million and $.1 million, respectively. The
Company does not currently intend to prefund its obligations under its
postretirement welfare benefit plans.
ENRON OIL & GAS COMPANY 1992 STOCK PLAN. In December 1991, the Board of
Directors of the Company adopted the Enron Oil & Gas Company 1992 Stock Plan
(the 'Stock Plan'). The Stock Plan was approved by the shareholders in May 1992.
Under the Stock Plan, employees of the
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<PAGE>
Company and its subsidiaries may be granted rights to purchase shares of common
stock of the Company generally at a price not less than the market price of the
stock at the date of grant. Options granted under the Stock Plan vest to the
employee over a period of time based on the nature of the grants and as defined
in the individual grant agreements.
The following table sets forth Stock Plan transactions for the years ended
December 31:
NUMBER OF STOCK OPTIONS
1993 1992
Outstanding at January 1------------- 1,954,025 -
Granted-------------------------- 460,300 2,024,025
Exercised------------------------ (335,925) (63,750)
Forfeited------------------------ (16,000) (6,250)
Outstanding at December 31 (Grant
Prices of $18.50-$47.63 per Share)- 2,062,400 1,954,025
Available for Grant at December 31--- 537,925 982,225
At December 31, 1993, 1,249,975 of the Stock Plan options outstanding were
vested. Of the remaining unvested Stock Plan options, approximately 377,550;
201,750; 157,375 and 75,750 vest in the years 1994, 1995, 1996 and 1997,
respectively.
During 1993 and 1992, the Company purchased 335,925 and 63,750 of its common
shares, respectively, and simultaneously delivered such shares upon the exercise
of stock options. The difference between the cost of the treasury shares and the
exercise price of the options, net of federal income tax benefit of $2.8
million, is reflected as an adjustment to Additional Paid In Capital. In
addition in October 1993, the Company commenced a stock repurchase program
authorized by the Board of Directors to facilitate the availability of treasury
shares of common stock for the settlement of employee stock option exercises
pursuant to, but not limited to, the Enron Oil & Gas Company 1992 Stock Plan. At
December 31, 1993, 80,000 shares were held in treasury under this authorization.
(See Note 5 'Shareholders' Equity').
Pursuant to an amendment to and extension of an employment agreement with
the Chairman of the Board, President and Chief Executive Officer of the Company
(the 'Chairman'), as of January 1, 1992, the Chairman agreed to the cancellation
of 1,000,000 previously issued stock appreciation right ('SAR') units. The
Chairman was granted 1,110,000 stock options pursuant to the 1992 Stock Plan.
These options have a grant price of $18.50 per share; 1,000,000 of the options
follow the same vesting schedule as did the SAR unit grant, 100,000 options vest
over four years and the remaining 10,000 options vested in one year since such
options were granted in lieu of part of the Chairman's 1991 cash bonus. In
addition, the Chairman was issued in May 1992, 463,320 shares of Enron Corp.
common stock. Such number of shares reflects the effect of a two-for-one split
of such stock on August 16, 1993. Of these shares, 370,656 shares are restricted
until such shares vest on the earlier to occur of five years after their date of
grant or when the Chairman commences receiving benefits from one or more of the
qualified pension plans sponsored by Enron Corp.
In February 1994, the Board of Directors of the Company adopted the Enron
Oil & Gas Company 1994 Stock Plan (the '1994 Stock Plan'). Under the 1994 Stock
Plan, employees of the Company and its subsidiaries may be granted rights to
purchase shares of common stock of the Company generally at a price not less
than the market price of the stock at the date of grant. Options granted under
the 1994 Stock Plan vest to the employee over a period of time based on the
nature of the grants and as defined in the individual grant agreements. The
number of shares available for granting awards under the 1994 Stock Plan is
1,000,000 shares subject to certain adjustments. It is the intention of the
Company that grants under the 1994 Stock Plan will be primarily to non-executive
employees.
LETTERS OF CREDIT. At December 31, 1993 and 1992, the Company had letters
of credit outstanding totalling approximately $46.2 and $52.9 million,
respectively. The letters of credit outstanding at December 31, 1993 include $33
million issued in connection with a promissory note between one of
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<PAGE>
the Company's subsidiaries and a bank. The letters of credit outstanding at
December 31, 1992 included $40 million issued in December 1992 in connection
with the acquisition of producing properties in Canada, which acquisition was
subsequently funded in early 1993. The related liability at December 31, 1992
for the acquisition was included in Other Current Liabilities.
CONTINGENCIES. There are various suits and claims against the Company
having arisen in the ordinary course of business. However, management does not
believe these suits and claims will individually or in the aggregate have a
material adverse effect on the Company's financial condition or results of
operations. TransAmerican Natural Gas Corporation ('TransAmerican') has filed a
petition against the Company and Enron Corp. alleging breach of contract,
tortious interference with contract, misappropriation of trade secrets and
violation of state antitrust laws. The petition, as amended, seeks actual
damages of $100 million plus exemplary damages of $300 million. The Company has
answered the petition and is actively defending the matter; in addition, the
Company has filed counterclaims against TransAmerican and a third-party claim
against its sole shareholder, John R. Stanley, alleging fraud, negligent
misrepresentation and breach of state antitrust laws. Trial, originally set for
February 7, 1994, is now set for September 12, 1994. Although no assurances can
be given, the Company believes that the claims made by TransAmerican are totally
without merit, that the ultimate resolution of the matter will not have a
materially adverse effect on its financial condition or results of operations,
and that such ultimate resolution could result in a recovery to the Company. The
Company has been named as a potentially responsible party in certain
Comprehensive Environmental Response Compensation and Liability Act proceedings.
However, management does not believe that any potential assessments resulting
from such proceedings will individually or in the aggregate have a materially
adverse effect on the financial condition or results of operations of the
Company.
9. CASH FLOW INFORMATION
Gains on sales of certain oil and gas properties in the amount of $13.3
million, $6.0 million and $15.0 million are required to be removed from Net
Income in connection with determining Net Operating Cash Inflows while the
related proceeds are classified as investing cash flows for the years ended
December 31, 1993, 1992 and 1991, respectively. However, current accounting
guidelines will not permit the relevant federal income tax impact of these
transactions to be reclassified to investing cash flows. The current federal
income tax impact of these sales transactions was calculated by the Company to
be $8.2 million, $8.2 million and $5.1 million for the years ended December 31,
1993, 1992 and 1991, respectively, which entered into the overall calculation of
current federal income tax. The Company believes that this federal income tax
impact should be considered in analyzing the elements of the cash flow
statement.
Cash paid for interest and paid (received) for income taxes was as follows
for the years ended December 31:
1993 1992 1991
Interest (net of amount
capitalized)----------------------- $ 10,517 $ 21,576 $ 30,967
Income taxes------------------------- (67,733) 7,365 6,618
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<PAGE>
10. BUSINESS SEGMENT INFORMATION
The Company's operations are all natural gas and crude oil exploration and
production related. Accordingly, such operations are classified as one business
segment. Financial information by geographic area is presented below for the
years ended December 31, or at December 31:
1993 1992 1991
Gross Operating Revenues
United States-------------------- $ 640,205 $ 521,128 $ 436,856
Foreign-------------------------- 46,722 32,997 33,186
Total(1)--------------------- $ 686,927 $ 554,125 $ 470,042
Operating Income (Loss)
United States-------------------- $ 112,686 $ 109,515 $ 77,333
Foreign-------------------------- (10,445) (9,943) (13,932)
Total------------------------ $ 102,241 $ 99,572 $ 63,401
Identifiable Assets
United States-------------------- $1,564,330 $1,568,093 $1,309,967
Foreign-------------------------- 246,832 162,919 145,641
Total------------------------ $1,811,162 $1,731,012 $1,455,608
(1) Not deducted are natural gas associated costs of $119,225, $101,136 and
$82,437 in 1993, 1992 and 1991, respectively.
11. OTHER INCOME
Other income consisted of the following for the years ended December 31:
1993 1992 1991
Gains on Sales of Oil and Gas
Properties------------------------- $ 13,318 $ 6,037 $ 14,983
Litigation Reserve Accruals---------- (2,520) (2,194) (1,200)
Interest Income---------------------- 5,789 1,555 424
Settlement of Natural Gas
Contracts-------------------------- 4,248 - -
Other, Net--------------------------- (882) (2,837) (2,439)
Total------------------------ $ 19,953 $ 2,561 $ 11,768
12. CONCENTRATIONS OF CREDIT RISK AND ESTIMATED FAIR VALUE OF FINANCIAL
INSTRUMENTS
ACCOUNTS RECEIVABLE. Substantially all of the Company's accounts receivable
at December 31, 1993 result from crude oil and natural gas sales and/or joint
interest billings to affiliate and third party companies in the oil and gas
industry. This concentration of customers and joint interest owners may impact
the Company's overall credit risk, either positively or negatively, in that
these entities may be similarly affected by changes in economic or other
conditions. In determining whether or not to require collateral from a customer
or joint interest owner, the Company analyzes the entity's net worth, cash
flows, earnings, and credit ratings. Receivables are generally not
collateralized. Historical credit losses incurred on receivables by the Company
have been immaterial.
LONG-TERM DEBT. At December 31, 1993, the Company had $153 million of
long-term debt and $30 million of current maturities outstanding. (See Note 3
'Long-Term Debt'). The estimated fair value of such debt, including current
maturities, at December 31, 1993 was approximately $192 million. The fair value
of long-term debt is the value the Company would have to pay to retire the debt,
including any premium or discount to the debtholder for the differential between
the stated interest rate and the year-end market rate. The fair value of
long-term debt is based upon quoted market prices and, where such quotes were
not available, upon interest rates available to the Company at year-end.
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<PAGE>
INTEREST RATE SWAP AGREEMENTS. In early 1992, the Company entered into $75
million in notional amount of interest rate swap agreements to hedge certain
floating interest rate exposure in 1992 and 1993. This floating rate exposure
arises from interest-bearing debt with interest payments subject to floating
interest rates. (See Note 3 'Long-Term Debt'). Effective January 1, 1993, Enron
Corp. assumed the Company's remaining obligations under these swap agreements.
At December 31, 1993, the Company had outstanding interest rate swaps with
notional principal amounts of $50 million which terminate April 1995. The
estimated fair value of the outstanding swap agreements at December 31, 1993
was a negative $3.3 million. The fair value of interest rate swap agreements is
based upon termination values obtained from third parties.
FOREIGN CURRENCY CONTRACTS. The Company enters into foreign currency
contracts from time to time to hedge specific currency exposure from commercial
transactions. At December 31, 1993, there were no foreign currency contracts
outstanding.
PRICE RISK MANAGEMENT. During 1990 and 1991, the Company entered into
certain price swap agreements to, in effect, hedge the market risk caused by
fluctuations in the price of natural gas. The agreements call for the Company to
make payments to (or receive payments from) the other party based upon the
differential between a fixed and a variable price for natural gas as specified
by the contract. The current swap agreements run for periods of up to ten years
expiring in 2000 and have a notional contract amount of approximately $299
million at December 31, 1993.
While notional contract amounts are used to express the magnitude of price
and interest rate swap agreements, the amounts potentially subject to credit
risk, in the event of nonperformance by the third parties, are substantially
smaller. The Company does not anticipate nonperformance by the third parties.
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<PAGE>
ENRON OIL & GAS COMPANY
SUPPLEMENTAL INFORMATION TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS UNLESS OTHERWISE INDICATED)
(UNAUDITED EXCEPT FOR RESULTS OF OPERATIONS FOR OIL AND GAS
PRODUCING ACTIVITIES)
OIL AND GAS PRODUCING ACTIVITIES
The following disclosures are made in accordance with SFAS No. 69 -
'Disclosures about Oil and Gas Producing Activities':
OIL AND GAS RESERVES. Users of this information should be aware that the
process of estimating quantities of 'proved' and 'proved developed' crude oil
and natural gas reserves is very complex, requiring significant subjective
decisions in the evaluation of all available geological, engineering and
economic data for each reservoir. The data for a given reservoir may also change
substantially over time as a result of numerous factors including, but not
limited to, additional development activity, evolving production history, and
continual reassessment of the viability of production under varying economic
conditions. Consequently, material revisions to existing reserve estimates occur
from time to time. Although every reasonable effort is made to ensure that
reserve estimates reported represent the most accurate assessments possible, the
significance of the subjective decisions required and variances in available
data for various reservoirs make these estimates generally less precise than
other estimates presented in connection with financial statement disclosures.
Proved reserves represent estimated quantities of crude oil, condensate,
natural gas and natural gas liquids that geological and engineering data
demonstrate, with reasonable certainty, to be recoverable in future years from
known reservoirs under economic and operating conditions existing at the time
the estimates were made.
Proved developed reserves are proved reserves expected to be recovered,
through wells and equipment in place and under operating methods being utilized
at the time the estimates were made.
Canadian provincial royalties are determined based on a graduated percentage
scale which varies with prices and production volumes. Canadian reserves, as
presented on a net basis, assume prices and royalty rates in existence at the
time the estimates were made, and the Company's estimate of future production
volumes. Future fluctuations in prices, production rates, or changes in
political or regulatory environments could cause the Company's share of future
production from Canadian reserves to be materially different from that
presented.
Estimates of proved and proved developed reserves at December 31, 1993, 1992
and 1991 were based on studies performed by the Company's engineering staff for
reserves in both the United States and Canada. Opinions by DeGolyer and
MacNaughton, independent petroleum consultants, for the years ended December 31,
1993, 1992 and 1991 covering producing areas containing 65%, 69% and 73%,
respectively, of proved reserves of the Company on a
net-equivalent-cubic-feet-of-gas basis, indicate that the estimates of proved
reserves prepared by the Company's engineering staff for the properties reviewed
by DeGolyer and MacNaughton, when compared in total on a net-equivalent-
cubic-feet-of-gas basis, do not differ materially from the estimates prepared by
DeGolyer and MacNaughton. Such estimates by DeGolyer and MacNaughton in the
aggregate varied by not more than 5% from those prepared by the Company's
engineering staff. All reports by DeGolyer and MacNaughton were developed
utilizing geological and engineering data provided by the Company.
No major discovery or other favorable or adverse event subsequent to
December 31, 1993 is believed to have caused a material change in the estimates
of proved or proved developed reserves as of that date.
F-21
<PAGE>
The following table sets forth the Company's net proved and proved developed
reserves at December 31 for each of the four years in the period ended December
31, 1993, and the changes in the net proved reserves for each of the three years
in the period then ended as estimated by the Company's engineering staff.
NET PROVED AND PROVED DEVELOPED RESERVE SUMMARY
<TABLE>
<CAPTION>
UNITED STATES CANADA TRINIDAD TOTAL
<S> <C> <C> <C> <C>
Natural Gas (MMcf)
Proved reserves at December 31,
1990--------------------------- 1,343,467 131,508 - 1,474,975
Revisions of previous
estimates------------------ 48,371 35 - 48,406
Purchases in place----------- 45,030 2,885 - 47,915
Extensions, discoveries and
other additions------------ 199,410 6,193 - 205,603
Sales in place--------------- (6,933) (2,477) - (9,410)
Production------------------- (173,460) (9,237) - (182,697)
Proved reserves at December 31,
1991--------------------------- 1,455,885 128,907 - 1,584,792
Revisions of previous
estimates------------------ (46,325) (4,082) - (50,407)
Purchases in place----------- 30,537 112,592 - 143,129
Extensions, discoveries and
other additions------------ 228,044 6,336 - 234,380
Sales in place--------------- (27,707) (2) - (27,709)
Production------------------- (200,054) (11,249) - (211,303)
Proved reserves at December 31,
1992--------------------------- 1,440,380(1) 232,502 - 1,672,882
Revisions of previous
estimates------------------ (31,282) 11,058 - (20,224)
Purchases in place----------- 9,183 2,627 - 11,810
Extensions, discoveries and
other additions------------ 234,858 47,678 101,292 383,828
Sales in place--------------- (12,453) (1,501) - (13,954)
Production------------------- (240,014) (21,308) (829) (262,151)
Proved reserves at December 31,
1993--------------------------- 1,400,672(1) 271,056 100,463 1,772,191
Liquids (MBbl)(2)
Proved reserves at December 31,
1990--------------------------- 16,272 6,856 - 23,128
Revisions of previous
estimates------------------ (86) 256 - 170
Purchases in place----------- 173 42 - 215
Extensions, discoveries and
other additions------------ 983 310 - 1,293
Sales in place--------------- (1,248) (25) - (1,273)
Production------------------- (2,272) (927) - (3,199)
Proved reserves at December 31,
1991--------------------------- 13,822 6,512 - 20,334
Revisions of previous
estimates------------------ 365 (885) - (520)
Purchases in place----------- 65 - - 65
Extensions, discoveries and
other additions------------ 2,320 698 - 3,018
Sales in place--------------- (296) (4) - (300)
Production------------------- (2,411) (963) - (3,374)
Proved reserves at December 31,
1992--------------------------- 13,865(1) 5,358 - 19,223
Revisions of previous
estimates------------------ 1,490 (536) - 954
Purchases in place----------- 15 489 - 504
Extensions, discoveries and
other additions------------ 3,552 1,115 2,251 6,918
Sales in place--------------- (3,230) (23) - (3,253)
Production------------------- (2,520) (932) (33) (3,485)
Proved reserves at December 31,
1993--------------------------- 13,172(1) 5,471 2,218 20,861
(TABLE CONTINUED ON FOLLOWING PAGE)
F-22
<PAGE>
Proved developed reserves at
Natural Gas (MMcf)
December 31, 1990------------ 1,023,711 114,045 - 1,137,756
December 31, 1991------------ 1,138,530 112,975 - 1,251,505
December 31, 1992------------ 1,168,386(1) 194,366 - 1,362,752
December 31, 1993------------ 1,167,313(1) 250,572 71,393 1,489,278
Liquids (MBbl)(2)
December 31, 1990------------ 15,269 6,804 - 22,073
December 31, 1991------------ 13,002 6,484 - 19,486
December 31, 1992------------ 12,762(1) 5,329 - 18,091
December 31, 1993------------ 11,165(1) 5,409 1,591 18,165
(1) Includes approximately 87 billion cubic feet equivalent (96 trillion
British thermal units) in 1993 and 114 billion cubic feet equivalent (126
trillion British thermal units) in 1992 associated with a volumetric
production payment sold effective October 1, 1992 to be delivered over a
seventy-eight month period, as revised, which period commenced October 1,
1992.
(2) Includes crude oil, condensate and natural gas liquids.
</TABLE>
CAPITALIZED COSTS RELATING TO OIL AND GAS PRODUCING ACTIVITIES. The
following table sets forth the capitalized costs relating to the Company's
natural gas and crude oil producing activities at December 31, 1993 and 1992:
1993 1992
Proved properties-------------------- $ 2,675,419 $ 2,396,601
Unproved properties------------------ 96,801 78,770
Total---------------------------- 2,772,220 2,475,371
Accumulated depreciation, depletion
and amortization------------------- (1,226,175) (1,007,360)
Net capitalized costs---------------- $ 1,546,045 1,468,011
COSTS INCURRED IN OIL AND GAS PROPERTY ACQUISITION, EXPLORATION AND
DEVELOPMENT ACTIVITIES. The acquisition, exploration and development costs
disclosed in the following tables are in accordance with definitions in SFAS
No. 19 - 'Financial Accounting and Reporting by Oil and Gas Producing
Companies'.
Acquisition costs include costs incurred to purchase, lease, or otherwise
acquire property.
Exploration costs include exploration expenses, additions to exploration
wells in progress, and depreciation of support equipment used in exploration
activities.
Development costs include additions to production facilities and equipment,
additions to development wells in progress and related facilities, and
depreciation of support equipment and related facilities used in development
activities.
The following tables set forth costs incurred related to the Company's oil
and gas activities for the years ended December 31:
<TABLE>
<CAPTION>
FOREIGN
UNITED STATES CANADA TRINIDAD OTHER TOTAL
<S> <C> <C> <C> <C> <C>
1993
Acquisition Costs of Properties
Unproved------------------------- $ 23,686 $ 4,556 $ - $ 887 $ 29,129
Proved--------------------------- 6,625 2,598 - - 9,223
Total------------------------ 30,311 7,154 - 887 38,352
Exploration Costs-------------------- 53,918 9,096 1,367 18,595 82,976
Development Costs-------------------- 247,705 28,045 41,262 - 317,012
Total------------------------ $ 331,934 $ 44,295 $ 42,629 $ 19,482 $ 438,340
(TABLE CONTINUED ON FOLLOWING PAGE)
F-23
<PAGE>
1992
Acquisition Costs of Properties
Unproved------------------------- $ 21,844 $ 1,173 $ - $ 3 $ 23,020
Proved--------------------------- 25,958 39,281 - - 65,239
Total------------------------ 47,802 40,454 - 3 88,259
Exploration Costs-------------------- 38,547 5,787 151 10,990 55,475
Development Costs-------------------- 256,814 5,162 735 - 262,711
Total------------------------ $ 343,163 $ 51,403 $ 886 $ 10,993 $ 406,445
1991
Acquisition Costs of Properties
Unproved------------------------- $ 12,156 $ 223 $ - $ 176 $ 12,555
Proved--------------------------- 40,039 2,362 - - 42,401
Total------------------------ 52,195 2,585 - 176 54,956
Exploration Costs-------------------- 39,916 5,369 - 15,062 60,347
Development Costs-------------------- 132,200 10,338 - - 142,538
Total------------------------ $ 224,311 $ 18,292 $ - $ 15,238 $ 257,841
</TABLE>
RESULTS OF OPERATIONS FOR OIL AND GAS PRODUCING ACTIVITIES(1). The following
tables set forth results of operations for oil and gas producing activities for
the years ended December 31:
<TABLE>
<CAPTION>
FOREIGN
UNITED STATES CANADA TRINIDAD OTHER TOTAL
<S> <C> <C> <C> <C> <C>
1993
Operating Revenues
Associated Companies------------- $ 369,824 $ 9,637 $ - $ - $ 379,461
Trade---------------------------- 140,552 33,228 1,209 - 174,989
Total------------------------ 510,376 42,865 1,209 - 554,450
Exploration Expenses, including Dry
Hole------------------------------- 35,029 6,657 1,367 12,223 55,276
Production Costs--------------------- 75,767 14,063 1,496 - 91,326
Impairment of Unproved Oil and Gas
Properties------------------------- 19,499 968 - - 20,467
Depreciation, Depletion and
Amortization----------------------- 234,292 14,630 387 154 249,463
Income (Loss) before Income Taxes---- 145,789 6,547 (2,041) (12,377) 137,918
Income Tax Provision (Benefit)------- (20,329) 2,447 (1,020) (1,742) (20,644)
Results of Operations---------------- $ 166,118 $ 4,100 $ (1,021) $ (10,635) $ 158,562
1992
Operating Revenues
Associated Companies------------- $ 251,649 $ 10,074 $ - $ - $ 261,723
Trade---------------------------- 106,633 19,313 - - 125,946
Total------------------------ 358,282 29,387 - - 387,669
Exploration Expenses, including Dry
Hole------------------------------- 29,705 3,829 151 10,357 44,042
Production Costs--------------------- 63,571 9,271 - - 72,842
Impairment of Unproved Oil and Gas
Properties------------------------- 12,001 1,034 - 2,101 15,136
Depreciation, Depletion and
Amortization----------------------- 167,767 11,719 - 327 179,813
Income (Loss) before Income Taxes---- 85,238 3,534 (151) (12,785) 75,836
Income Tax Provision (Benefit)------- (16,030) 1,202 (75) (4,323) (19,226)
Results of Operations---------------- $ 101,268 $ 2,332 $ (76) $ (8,462) $ 95,062
(TABLE CONTINUED ON FOLLOWING PAGE)
F-24
<PAGE>
1991 (RESTATED)(2)
Operating Revenues
Associated Companies------------- $ 197,841 $ 10,244 $ - $ - $ 208,085
Trade---------------------------- 78,964 19,004 - - 97,968
Total------------------------ 276,805 29,248 - - 306,053
Exploration Expenses, including Dry
Hole------------------------------- 28,107 3,659 - 14,402 46, 168
Production Costs--------------------- 56,167 9,418 - - 65,585
Impairment of Unproved Oil and Gas
Properties------------------------- 10,342 2,449 - - 12,791
Depreciation, Depletion and
Amortization----------------------- 148,401 12,385 - 99 160,885
Income (Loss) before Income Taxes---- 33,788 1,337 - (14,501) 20,624
Income Tax Provision (Benefit)------- (5,076) 455 - (4,930) (9,551)
Results of Operations---------------- $ 38,864 $ 882 $ - $(9,571) $ 30,175
(1) Excludes net revenues associated with other marketing activities, interest
charges, general corporate expenses and certain gathering and handling
fees for each of the three years in the period ended December 31, 1993.
The gathering and handling fees and other marketing net revenues are
directly associated with oil and gas operations with regard to segment
reporting as defined in SFAS No. 14 - 'Financial Reporting for Segments of
a Business Enterprise', but are not part of Disclosures about Oil and Gas
Producing Activities as defined in SFAS No. 69.
(2) Effective January 1, 1993, the Company adopted SFAS No. 109 and applied
the provisions of the statement retroactively. As a result, the previously
reported Income Tax Provision (Benefit) and Results of Operations for 1991
were restated to $9.6 million benefit and $30.2 million, respectively,
from $16.6 million benefit and $37.2 million, respectively, a reduction of
$7.0 million primarily to recognize the enactment of a change in the
computation of certain state franchise taxes, a portion of which is
treated as an income tax under SFAS No. 109. The Results of Operations for
1992 and 1993 was not affected by the restatement.
</TABLE>
STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS RELATING TO PROVED
OIL AND GAS RESERVES. The following information has been developed utilizing
procedures prescribed by SFAS No. 69 and based on crude oil and natural gas
reserve and production volumes estimated by the engineering staff of the
Company. It may be useful for certain comparison purposes, but should not be
solely relied upon in evaluating the Company or its performance. Further,
information contained in the following table should not be considered as
representative of realistic assessments of future cash flows, nor should the
Standardized Measure of Discounted Future Net Cash Flows be viewed as
representative of the current value of the Company.
The future cash flows presented below are based on sales prices, cost rates,
and statutory income tax rates in existence as of the date of the projections.
It is expected that material revisions to some estimates of crude oil and
natural gas reserves may occur in the future, development and production of the
reserves may occur in periods other than those assumed, and actual prices
realized and costs incurred may vary significantly from those used.
Management does not rely upon the following information in making investment
and operating decisions. Such decisions are based upon a wide range of factors,
including estimates of probable as well as proved reserves, and varying price
and cost assumptions considered more representative of a range of possible
economic conditions that may be anticipated.
F-25
<PAGE>
The following table sets forth the standardized measure of discounted future
net cash flows from projected production of the Company's crude oil and natural
gas reserves at December 31, for the years ended December 31:
<TABLE>
<CAPTION>
1993 UNITED STATES CANADA TRINIDAD TOTAL
<S> <C> <C> <C> <C>
Future revenues(1)------------------- $ 3,343,900(3) $ 592,845 $ 147,542 $ 4,084,287
Future production costs-------------- (639,760) (230,230) (45,385) (915,375)
Future development costs------------- (165,473) (21,001) (7,582) (194,056)
Future net cash flows before income
taxes------------------------------ 2,538,667 341,614 94,575 2,974,856
Discount to present value at 10%
annual rate------------------------ (951,748) (143,992) (20,097) (1,115,837)
Present value of future net cash
flows before income taxes---------- 1,586,919 197,622 74,478 1,859,019
Future income taxes discounted at 10%
annual rate(2)--------------------- (219,228) (37,851) (24,899) (281,978)
Standardized measure of discounted
future net cash flows relating to
proved oil and gas reserves(1)----- $ 1,367,691(4) $ 159,771 $ 49,579 $ 1,577,041
1992
Future revenues(1)------------------- $ 3,017,188(3) $ 363,284 - $ 3,380,472
Future production costs-------------- (573,763) (105,802) - (679,565)
Future development costs------------- (194,246) (12,881) - (207,127)
Future net cash flows before income
taxes------------------------------ 2,249,179 244,601 - 2,493,780
Discount to present value at 10%
annual rate------------------------ (790,027) (91,126) - (881,153)
Present value of future net cash
flows before income taxes---------- 1,459,152 153,475 - 1,612,627
Future income taxes discounted at 10%
annual rate(2)--------------------- (147,736) (28,056) - (175,792)
Standardized measure of discounted
future net cash flows relating to
proved oil and gas reserves(1)----- $ 1,311,416(4) $ 125,419 $ - $ 1,436,835
1991
Future revenues(1)------------------- $ 2,501,439 $ 269,917 - $ 2,771,356
Future production costs-------------- (504,420) (79,413) - (583,833)
Future development costs------------- (189,091) (6,132) - (195,223)
Future net cash flows before income
taxes------------------------------ 1,807,928 184,372 - 1,992,300
Discount to present value at 10%
annual rate------------------------ (618,919) (62,137) - (681,056)
Present value of future net cash
flows before income taxes---------- 1,189,009 122,235 - 1,311,244
Future income taxes discounted at 10%
annual rate(2)--------------------- (127,188) (27,979) - (155,167)
Standardized measure of discounted
future net cash flows relating to
proved oil and gas reserves(1)----- $ 1,061,821 $ 94,256 $ - $ 1,156,077
(1) Based on year end market prices determined at the point of delivery from
the producing unit.
(2) Future income taxes before discount were $540.3 million U.S., $91.7
million Canada, $35.5 million Trinidad and $667.5 million total; $394.1
million U.S., $63.0 million Canada and $457.1 million total; and $279.4
million U.S., $53.0 million Canada and $332.4 million total for the years
ended December 31, 1993, 1992 and 1991, respectively.
(3) 'Future revenues' includes approximately $189.1 million ($146.9 million
discounted at 10% annual rate) for 1993 and $203.5 million ($174.5 million
discounted at 10% annual rate) for 1992 related to volumes associated with
a volumetric production payment sold effective October 1, 1992, as
amended, to be delivered over a seventy-eight month period, as revised,
which period commenced October 1, 1992.
(4) Includes approximately $92.6 million in 1993 and $111.2 million in 1992
representing the discounted present value at a discount rate of 10% of the
'Future revenues' detailed in note (3) after deducting future income
taxes.
</TABLE>
F-26
<PAGE>
CHANGES IN STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS. The
following table sets forth the changes in the standardized measure of discounted
future net cash flows at December 31, for each of the three years in the period
ended December 31, 1993.
<TABLE>
<CAPTION>
UNITED STATES CANADA TRINIDAD TOTAL
<S> <C> <C> <C> <C>
December 31, 1990-------------------- $ 928,584 $ 130,742 $ - $ 1,059,326
Sales and transfers of oil and gas
produced, net of production
costs--------------------------- (220,638) (19,830) - (240,468)
Net changes in prices and
production costs---------------- (150,061) (51,609) - (201,670)
Extensions, discoveries, additions
and improved recovery net of
related costs------------------- 212,097 4,802 - 216,899
Development costs incurred-------- 36,719 11 - 36,730
Revisions of estimated development
costs--------------------------- 1,640 2,833 - 4,473
Revisions of previous quantity
estimates----------------------- 37,535 1,178 - 38,713
Accretion of discount------------- 116,559 17,823 - 134,382
Net change in income taxes-------- 109,821 19,512 - 129,333
Purchases of reserves in place---- 38,350 (558) - 37,792
Sales of reserves in place-------- (17,321) (2,328) - (19,649)
Changes in timing and other------- (31,464) (8,320) - (39,784)
December 31, 1991-------------------- 1,061,821 94,256 - 1,156,077
Sales and transfers of oil and gas
produced, net of production
costs--------------------------- (294,711) (20,116) - (314,827)
Net changes in prices and
production costs---------------- 257,572 8,190 - 265,762
Extensions, discoveries, additions
and improved recovery net of
related costs------------------- 275,231 8,999 - 284,230
Development costs incurred-------- 49,668 177 - 49,845
Revisions of estimated development
costs--------------------------- (19,540) 1,406 - (18,134)
Revisions of previous quantity
estimates----------------------- (45,863) (7,539) - (53,402)
Accretion of discount------------- 118,901 12,224 - 131,125
Net change in income taxes-------- (20,548) (77) - (20,625)
Purchases of reserves in place---- 28,884 32,533 - 61,417
Sales of reserves in place-------- (34,984) (15) - (34,999)
Changes in timing and other------- (65,015) (4,619) - (69,634)
December 31, 1992-------------------- 1,311,416 125,419 - 1,436,835
Sales and transfers of oil and gas
produced, net of production
costs--------------------------- (434,609) (28,802) 287 (463,124)
Net changes in prices and
production costs---------------- 180,240 28,400 - 208,640
Extensions, discoveries, additions
and improved recovery net of
related costs------------------- 275,722 27,785 74,191 377,698
Development costs incurred-------- 58,500 13,900 - 72,400
Revisions of estimated development
costs--------------------------- 32,196 (1,345) - 30,851
Revisions of previous quantity
estimates----------------------- (26,118) 5,668 - (20,450)
Accretion of discount------------- 145,915 15,348 - 161,263
Net change in income taxes-------- (71,492) (9,795) (24,899) (106,186)
Purchases of reserves in place---- 9,462 2,707 - 12,169
Sales of reserves in place-------- (38,498) (1,140) - (39,638)
Changes in timing and other------- (75,043) (18,374) - (93,417)
December 31, 1993-------------------- $ 1,367,691 $ 159,771 $ 49,579 $ 1,577,041
</TABLE>
F-27
<PAGE>
<TABLE>
UNAUDITED QUARTERLY FINANCIAL INFORMATION
<CAPTION>
QUARTER ENDED
MARCH 31 JUNE 30 SEPT. 30 DEC. 31
<S> <C> <C> <C> <C>
1993
Net Operating Revenues--------------- $ 136,820 $ 140,493 $ 141,098 $ 149,291
Operating Income--------------------- $ 29,619 $ 31,524 $ 26,902 $ 14,196
Income before Income Taxes----------- $ 28,955 $ 29,598 $ 37,168 $ 16,552
Income Tax Provision (Benefit)------- (1,253) (3,923) 1,412 (21,988)
Net Income--------------------------- $ 30,208 $ 33,521 $ 35,756 $ 38,540
Earnings Per Share of Common
Stock------------------------------ $ .38 $ .42 $ .45 $ .48
Average Number of Common Shares------ 80,000 80,000 80,000 79,932
1992
Net Operating Revenues--------------- $ 98,630 $ 100,457 $ 111,858 $ 142,044
Operating Income--------------------- $ 20,936 $ 13,822 $ 24,392 $ 40,422
Income before Income Taxes----------- $ 14,079 $ 11,665 $ 18,639 $ 35,461
Income Tax Benefit------------------- (8,208) (2,900) (1,960) (4,668)
Net Income--------------------------- $ 22,287 $ 14,565 $ 20,599 $ 40,129
Earnings Per Share of Common
Stock------------------------------ $ .29 $ .19 $ .27 $ .50
Average Number of Common Shares------ 75,900 75,900 77,267 80,000
1991 (RESTATED)
Net Operating Revenues--------------- $ 95,894 $ 87,971 $ 83,956 $ 119,784
Operating Income--------------------- $ 19,139 $ 12,899 $ 6,050 $ 25,313
Income before Income Taxes----------- $ 11,182 $ 3,562 $ 11,265 $ 19,660
Income Tax Provision (Benefit)------- (705) (3,690) 4,856 (2,708)
Net Income--------------------------- $ 11,887 $ 7,252 $ 6,409 $ 22,368
Earnings Per Share of Common
Stock------------------------------ $ .16 $ .10 $ .08 $ .29
Average Number of Common Shares------ 75,900 75,900 75,900 75,900
</TABLE>
F-28
<PAGE>
SCHEDULE V
<TABLE>
ENRON OIL & GAS COMPANY
SCHEDULE V -- PROPERTY, PLANT AND EQUIPMENT
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(IN THOUSANDS)
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
BALANCE AT OTHER BALANCE AT
BEGINNING ADDITIONS CHANGES END
CLASSIFICATION OF YEAR AT COST RETIREMENTS ADD (DEDUCT)(A) OF YEAR
<S> <C> <C> <C> <C> <C>
1993
Oil and Gas Properties--------------- $ 2,475,371 $ 383,064 $ 55,617 $ (30,598) $ 2,772,220
1992
Oil and Gas Properties--------------- $ 2,228,634 $ 362,403 $ 80,242 $ (35,424) $ 2,475,371
1991
Oil and Gas Properties--------------- $ 2,065,999 $ 211,673 $ 38,339 $ (10,699) $ 2,228,634
(a) Includes, among other things, amortized impairments of unproved oil and
gas properties and foreign currency translation adjustments.
</TABLE>
S-1
<PAGE>
SCHEDULE VI
ENRON OIL & GAS COMPANY
SCHEDULE VI -- ACCUMULATED DEPRECIATION, DEPLETION
AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(IN THOUSANDS)
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
ADDITIONS
BALANCE AT CHARGED TO OTHER BALANCE AT
BEGINNING COSTS AND CHANGES END
CLASSIFICATION OF YEAR EXPENSES RETIREMENTS ADD (DEDUCT) OF YEAR
<S> <C> <C> <C> <C> <C>
1993
Oil and Gas Properties--------------- $ 1,007,360 $ 249,704 $ 26,818 $ (4,071) $ 1,226,175
1992
Oil and Gas Properties--------------- $ 888,968 $ 179,839 $ 52,681 $ (8,766) $ 1,007,360
1991
Oil and Gas Properties--------------- $ 760,863 $ 160,885 $ 30,802 $ (1,978) $ 888,968
</TABLE>
S-2
<PAGE>
SCHEDULE VIII
<TABLE>
ENRON OIL & GAS COMPANY
SCHEDULE VIII -- VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(IN THOUSANDS)
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
ADDITIONS DEDUCTIONS
BALANCE AT CHARGED TO FOR PURPOSE FOR BALANCE AT
BEGINNING OF COSTS AND WHICH RESERVES END OF
DESCRIPTION YEAR EXPENSES WERE CREATED YEAR
<S> <C> <C> <C> <C>
1993
Reserves deducted from assets to
which they apply -
Revaluation of Accounts
Receivable--------------------- $ - $ 1,020 $ - $ 1,020
Litigation Reserve(a)---------------- $ 2,030 $ 2,520 $ 2,550 $ 2,000
1992
Reserves deducted from assets to
which they apply -
Revaluation of Accounts
Receivable--------------------- $ 5,656 $ 600 $ 6,256 $ -
Litigation Reserve(a)---------------- $ 1,082 $ 2,194 $ 1,246 $ 2,030
1991
Reserves deducted from assets to
which they apply -
Revaluation of Accounts
Receivable--------------------- $ 4,796 $ 2,600 $ 1,740 $ 5,656
Litigation Reserve(a)---------------- $ 1,400 $ 1,200 $ 1,518 $ 1,082
(a) Included in Other Liabilities on the consolidated balance sheets.
</TABLE>
S-3
<PAGE>
SCHEDULE X
ENRON OIL & GAS COMPANY
SCHEDULE X -- SUPPLEMENTAL INCOME STATEMENT INFORMATION
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(IN THOUSANDS)
COLUMN A COLUMN B
CHARGED TO EXPENSES
ITEM 1993 1992 1991
Maintenance and repairs-------------- $ 8,198 $ 7,169 $ 7,107
Taxes, other than payroll and income
taxes
Property-------------------------- $ 12,525 $ 11,488 $ 6,401
Production/Severance-------------- 19,578 11,985 9,262
Franchise------------------------- 563 2,788 575
Other----------------------------- 107 32 124
Total-------------------------- $ 32,773 $ 26,293 $ 16,362
S-4
<PAGE>
EXHIBITS
Exhibits not incorporated herein by reference to a prior filing are
designated by an asterisk (*) and are filed herewith; all exhibits not so
designated are incorporated herein by reference to the Company's Form S-1
Registration Statement, Registration No. 33-30678, filed on August 24, 1989
('Form S-1'), or as otherwise indicated.
<TABLE>
<S> <C>
3.1(a) - Restated Certificate of Incorporation of Enron Oil & Gas Company
(Exhibit 3.1 to Form S-1).
3.1(b) - Certificate of Amendment of Restated Certificate of Incorporation of
Enron Oil & Gas Company (Exhibit 4.1(b) to Form S-8 Registration
Statement, Registration No. 33-52201, filed on February 8, 1994).
3.2* - Bylaws of Enron Oil & Gas Company.
3.3 - Specimen of Certificate evidencing the Common Stock (Exhibit 3.3 to Form
S-1).
4.1 - Promissory Note due May 1, 1996, dated May 1, 1991 (Exhibit 4.1 to the
Company's Annual Report on Form 10-K for the year ended December 31,
1991).
4.2 - There have not been filed as exhibits to this Form 10-K debt instruments
defining the rights of holders of long-term debt of the Company, none of
which relates to authorized indebtedness that exceeds 10% of the
consolidated assets of the Company and its subsidiaries. The Company
hereby agrees to furnish a copy of any such instrument to the Commission
upon request.
4.3 - Enron Oil & Gas Company 1994 Stock Plan (Exhibit 4.1(b) to Form S-8
Registration Statement No. 33-52201, filed on February 8, 1994).
10.1* - Services Agreement, dated as of January 1, 1994, between Enron Oil & Gas
Company and Enron Corp.
10.2 - Stock Restriction and Registration Agreement dated as of August 23, 1989
(Exhibit 10.2 to Form S-1).
10.3 - Tax Allocation Agreement dated as of August 23, 1989 (Exhibit 10.3 to
Form S-1), and First Amended and Restated Tax Allocation Agreement dated
as of August 9, 1991, as amended on February 6, 1992 (Exhibit 10.3 to
Form S-1 Registration Statement, Registration No. 33-50462, filed on
August 5, 1992).
10.4 - Enron Corp. Deferral Plan dated December 10, 1985 (Exhibit 10.12 to Form
S-1).
10.5 - Enron Corp. 1988 Stock Plan (Exhibit 10.13 to Form S-1).
10.6 - Enron Oil & Gas Company Key Contributor Incentive Plan (Exhibit 10.6 to
the Company's Annual Report on Form 10-K for the year ended December 31,
1990).
10.7 - Enron Corp. 1984 Stock Option Plan (Exhibit 10.15 to Form S-1).
10.8 - Enron Corp. 1986 Stock Option Plan (Exhibit 10.16 to Form S-1).
10.9 - Employment Agreement between Enron Oil & Gas Company and Forrest
Hoglund, dated as of September 1, 1987, as amended (Exhibit 10.19 to
Form S-1), and Second and Third Amendments to Employment Agreement dated
June 30, 1989 and February 14, 1992, respectively (Exhibit 10.10 to Form
S-1 Registration Statement, Registration No. 33-50462, filed on August
5, 1992).
10.10 - Fuel Supply Contract, dated as of June 30, 1986, by and between Enron
Oil & Gas Company, HNG Oil Company, BelNorth Petroleum Corporation and
Enron Cogenration One Company, as amended (Exhibit 10.23 to Form S-1).
10.11 - Gas Sales Contract dated September 2, 1987 between Enron Oil & Gas Com-
pany and Cogenron Inc., as amended (Exhibit 10.24 to Form S-1).
E-1
<PAGE>
10.12 - Letter Agreement dated August 20, 1987 between Enron Oil & Gas Company
and Panhandle Gas Company (Exhibit 10.25 to Form S-1).
10.13 - Pension Program for Enron Corp. Deferral Plan Participants, effective
January 1, 1985, as amended (Exhibit 10.29 to Form S-1).
10.14 - Enron Oil & Gas Company 1993 Nonemployee Director Stock Option Plan
(Exhibit 10.14 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1992).
10.15* - Credit Agreement, dated as of March 11, 1994, among Enron Oil & Gas
Company, the Banks named therein and Texas Commerce Bank, National
Association, as Administrative Agent and Promissory Note due January 15,
1998, dated March 11, 1994 to the order of Texas Commerce Bank National
Association, Promissory Note due January 15, 1998, dated March 11, 1994
to the order of The Bank of New York, Promissory Note due January 15,
1998, dated March 11, 1994 to the order of The Bank of Nova Scotia,
Promissory Note due January 15, 1998, dated March 11, 1994 to the order
of Credit Lyonnais Cayman Islands Branch, Promissory Note due January
15, 1998, dated March 11, 1994 to the order of Credit Suisse, Promissory
Note due January 15, 1998, dated March 11, 1994 to the order of The
First National Bank of Chicago, and Promissory Note due January 15,
1998, dated March 11, 1994 to the order of Bank of America National
Trust and Savings Association.
10.16* - Interest Rate and Currency Exchange Agreement, dated as of June 1, 1991,
between Enron Risk Management Services Corp. and Enron Oil & Gas Market-
ing, Inc. (Exhibit 10.17 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1991), Confirmation dated June 14, 1992
(Exhibit 10.17 to Form S-1 Registration Statement, Registration No.
33-50462, filed on August 5, 1992) and Confirmations dated March 25,
1991, April 25, 1991, and September 23, 1992 (assigned to Enron Risk
Management Services Corp. by Enron Finance Corp. pursuant to an
Assignment and Assumption Agreement, dated as of November 1, 1993, by
and between Enron Finance Corp., Enron Risk Management Services Corp.
and Enron Oil & Gas Marketing, Inc.).
10.17* - Assignment and Assumption Agreement, dated as of November 1, 1993, by
and between Enron Oil & Gas Marketing, Inc., Enron Oil & Gas Company and
Enron Risk Management Services Corp.
10.18* - ISDA Master Agreement, dated as of November 1, 1993, between Enron Oil &
Gas Company and Enron Risk Management Services Corp., and Confirmation
Nos. 1268.0, 1286.0, 1291.0, 1292.0, 1304.0, 1305.0, 1321.0, 1335.0,
1338.0, 1370.0, 1471.0, 1485.0, 1486.0, 1494.0, 1495.0, 1509.0, 1514.0,
1533.01, 1569.0, 1986.0, 2217.0, 2227.0, 2278.0, 2299.0, 2372.0, 2647.0.
10.19 - Letter Agreement between Colorado Interstate Gas Company and Enron Oil &
Gas Marketing, Inc. dated November 1, 1990 (Exhibit 10.18 to the
Company's Annual Report on Form 10-K for the year ended December 31,
1990).
10.20 - Gathering Agreement between Enron Oil & Gas Company and Northwest
Pipeline Corporation dated March 30, 1989, as amended (Exhibit 10.36 to
Form S-1).
10.21 - Processing Agreement between Enron Oil & Gas Company and Northwest
Pipeline Corporation dated March 30, 1989 (Exhibit 10.37 to Form S-1).
10.22 - Gas Sales Agreement between Enron Gas Marketing, Inc. and Enron Oil &
Gas Marketing, Inc. dated August 22, 1989 (Exhibit 10.38 to Form S-1).
10.23 - Gas Purchase Agreement between Enron Oil & Gas Company and Enron Oil &
Gas Marketing, Inc. dated August 22, 1989 (Exhibit 10.41 to Form S-1).
10.24 - Gas Purchase Agreement between Enron Oil & Gas Company and Enron Oil &
Gas Marketing, Inc. dated August 22, 1989 (Exhibit 10.42 to Form S-1).
10.25 - Enron Corp. 1991 Stock Plan (Exhibit 10.08 to Enron Corp. Annual Report
on Form 10-K for the year ended December 31, 1991).
10.26 - Enron Corp. 1988 Deferral Plan (Exhibit 10.49 to Form S-1).
E-2
<PAGE>
10.27 - Form of Enron Corp. Long-Term Incentive Plan Effective as of January 1,
1987 (Exhibit 10.50 to Form S-1).
10.28 - Enron Executive Supplemental Survivor Benefits Plan Effective January 1,
1987 (Exhibit 10.51 to Form S-1).
10.29 - 1988 FlexPerq Program Summary (Exhibit 10.52 to Form S-1).
10.30 - Credit Agreement between Enron Corp. and Enron Oil & Gas Company dated
September 29, 1992 (Exhibit 10.28 to the Company's Annual Report on Form
10-K for the year ended December 31, 1992).
10.31 - Credit Agreement between Enron Oil & Gas Company and Enron Corp. dated
September 29, 1992 (Exhibit 10.29 to the Company's Annual Report on Form
10-K for the year ended December 31, 1992).
10.33 - Swap Agreement between Banque Paribas and Enron Oil & Gas Company, dated
as of December 5, 1990 (Exhibit 10.37 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1990), and Confirmations dated
March 25, 1991 and April 25, 1991 (Exhibit 10.37 to Form S-1
Registration Statement, Registration No. 33-50462, filed on August 5,
1992).
10.34 - Enron Oil & Gas Company 1992 Stock Plan (Exhibit 10.40 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1991).
10.35 - Enron Corp. 1992 Deferral Plan (Exhibit 10.41 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1991).
10.36(a) - Conveyance of Production Payment, dated September 25, 1992, between
Enron Oil & Gas Company and Cactus Hydrocarbon 1992-A Limited
Partnership (Exhibit 10.34 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1992).
10.36(b)* - First Amendment to Conveyance of Production Payment, dated effective
April 1, 1993 between Enron Oil & Gas Company and Cactus Hydrocarbon
1992-A Limited Partnership.
10.36(c)* - Second Amendment to Conveyance of Production Payment, dated effective
July 1, 1993 between Enron Oil & Gas Company and Cactus Hydrocarbon
1992-A Limited Partnership.
10.36(d)* - Third Amendment to Conveyance of Production Payment, dated effective
October 1, 1993 between Enron Oil & Gas Company and Cactus Hydrocarbon
1992-A Limited Partnership.
10.37* - Fourth Amendment to Hydrocarbon Exchange Agreement, dated effective
October 1, 1993, between Enron Oil & Gas Company and Cactus Hydrocarbon
1992-A Limited Partnership.
10.38 - Purchase and Sale Agreement, dated September 25, 1992, between Enron Oil
& Gas Company and Cactus Hydrocarbon 1992-A Limited Partnership (Exhibit
10.36 to the Company's Annual Report on Form 10-K for the year ended
December 31, 1992).
10.39(a) - Production and Delivery Agreement, dated September 25, 1992, between
Enron Oil & Gas Company and Cactus Hydrocarbon 1992-A Limited
Partnership (Exhibit 10.37 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1992).
10.39(b)* - First Amendment to Production and Delivery Agreement, dated effective
April 1, 1993 between Enron Oil & Gas Company and Cactus Hydrocarbon
1992-A Limited Partnership.
10.39(c)* - Second Amendment to Production and Delivery Agreement, dated effective
July 1, 1993 between Enron Oil & Gas Company and Cactus Hydrocarbon
1992-A Limited Partnership.
E-3
<PAGE>
10.39(d)* - Third Amendment to Production and Delivery Agreement, dated effective
October 1, 1993 between Enron Oil & Gas Company and Cactus Hydrocarbon
1992-A Limited Partnership.
10.40* - Credit Agreement, dated as of March 8, 1994 between Enron Gas & Oil
Trinidad Limited and Caribbean Regional Development Investment Trust,
and Request for Advance No. 1, dated March 4, 1993, and Request for
Advance No. 2, dated March 4, 1993.
10.41* - Promissory Note due May 1, 1998, dated as of March 8, 1994, to the order
of Caribbean Regional Development Investment Trust.
10.42* - Promissory Note due May 1, 1998, dated as of March 8, 1994 to the order
of Caribbean Regional Development Investment Trust.
10.43* - Letter of Credit and Reimbursement Agreement, dated March 8, 1994,
between Enron Gas & Oil Trinidad Limited and Credit Suisse.
10.44* - Parent Guaranty, dated March 8, 1994 between Enron Oil & Gas Company and
Credit Suisse.
22* - List of subsidiaries.
23.1* - Consent of DeGolyer and MacNaughton.
23.2* - Opinion of DeGolyer and MacNaughton dated January 27, 1994.
24* - Powers of Attorney.
</TABLE>
E-4
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) 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, ON THE 18TH DAY OF
MARCH, 1994.
ENRON OIL & GAS COMPANY
(REGISTRANT)
By /s/ WALTER C. WILSON
(WALTER C. WILSON)
SENIOR VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BY THE FOLLOWING PERSONS ON BEHALF OF REGISTRANT AND IN
THE CAPACITIES WITH ENRON OIL & GAS COMPANY INDICATED AND ON THE 18TH DAY OF
MARCH, 1994.
SIGNATURE TITLE
/s/ FORREST E. HOGLUND Chairman of the Board, President and
(FORREST E. HOGLUND) Chief Executive Officer and Director
(Principal Executive Officer)
/s/ WALTER C. WILSON Senior Vice President and Chief
(WALTER C. WILSON) Financial Officer
(Principal Financial Officer)
/s/ BEN B. BOYD Vice President and Controller
(BEN B. BOYD) (Principal Accounting Officer)
FRED C. ACKMAN * Director
(FRED C. ACKMAN)
RICHARD D. KINDER * Director
(RICHARD D. KINDER)
KENNETH L. LAY * Director
(KENNETH L. LAY)
EDWARD RANDALL, III * Director
(EDWARD RANDALL, III)
*By /s/ ANGUS H. DAVIS
(ANGUS H. DAVIS)
(ATTORNEY-IN-FACT FOR PERSONS INDICATED)
<PAGE>
EXHIBIT 3.2
BYLAWS
OF
ENRON OIL & GAS COMPANY
A Delaware Corporation
Date of Adoption
August 23, 1989
As Amended
December 12, 1990
and
February 8, 1994
<PAGE>
BYLAWS
Table of Contents
PAGE
Article I. OFFICES
Section 1. Registered Office 1
Section 2. Other Offices 1
Article II. STOCKHOLDERS
Section 1. Place of Meetings 1
Section 2. Quorum; Adjournment of Meetings 1
Section 3. Annual Meetings 2
Section 4. Special Meetings 2
Section 5. Record Date 3
Section 6. Notice of Meeting 3
Section 7. Stockholder List 3
Section 8. Proxies 4
Section 9. Voting; Elections; Inspectors 4
Section 10. Conduct of Meetings 5
Section 11. Treasury Stock 5
Section 12. Business to Be Brought Before
the Annual Meeting 5
Article III. BOARD OF DIRECTORS
Section 1. Power; Number; Term of Office 7
Section 2. Quorum; Voting 7
Section 3. Place of Meetings; Order of Business 7
Section 4. First Meeting 7
Section 5. Regular Meetings 8
Section 6. Special Meetings 8
Section 7. Nomination of Directors 8
Section 8. Removal 9
Section 9. Vacancies; Increases in the Number
of Directors 9
Section 10. Compensation 10
Section 11. Action Without a Meeting; Telephone
Conference Meeting 10
Section 12. Approval or Ratification of Acts or
Contracts by Stockholders 10
<PAGE>
PAGE
Article IV. COMMITTEES
Section 1. Executive Committee 10
Section 2. Audit Committee 11
Section 3. Other Committees 11
Section 4. Procedure; Meetings; Quorum 11
Section 5. Substitution and Removal of Members;
Vacancies 12
Article V. OFFICERS
Section 1. Number, Titles and Term of Office 12
Section 2. Powers and Duties of the Chairman
of the Board 12
Section 3. Powers and Duties of the President,
President-North American Operations,
and President-International
Operations 13
Section 4. Powers and Duties of Vice Chairman
of the Board 13
Section 5. Vice Presidents 14
Section 6. General Counsel 14
Section 7. Secretary 14
Section 8. Deputy Corporate Secretary and
Assistant Secretaries 14
Section 9. Treasurer 15
Section 10. Assistant Treasurers 15
Section 11. Action with Respect to Securities
of Other Corporations 15
Section 12. Delegation 15
Article VI. CAPITAL STOCK
Section 1. Certificates of Stock 16
Section 2. Transfer of Shares 16
Section 3. Ownership of Shares 16
Section 4. Regulations Regarding Certificates 17
Section 5. Lost or Destroyed Certificates 17
<PAGE>
PAGE
Article VII. MISCELLANEOUS PROVISIONS
Section 1. Fiscal year 17
Section 2. Corporate Seal 17
Section 3. Notice and Waiver of Notice 17
Section 4. Facsimile Signatures 18
Section 5. Reliance upon Books, Reports and
Records 18
Section 6. Application of Bylaws 18
Article VIII. AMENDMENTS 19
<PAGE>
BYLAWS
OF
ENRON OIL & GAS COMPANY
Article I
OFFICES
SECTION 1. REGISTERED OFFICE. The registered office of the
Corporation required by the General Corporation Law of the State of
Delaware to be maintained in the State of Delaware shall be the
registered office named in the original Certificate of Incorporation
of the Corporation, or such other office as may be designated from
time to time by the Board of Directors in the manner provided by law.
SECTION 2. OFFICES. The Corporation may also have offices at
such other places both within and without the state of incorporation
of the Corporation as the Board of Directors may from time to time
determine or the business of the Corporation may require.
Article II
STOCKHOLDERS
Section 1. PLACE OF MEETINGS. ALL MEETINGS of the stockholders
shall be held at the principal office of the Corporation, or at such
other place within or without the state of incorporation of the
Corporation as shall be specified or fixed in the notices or waivers
of notice thereof.
SECTION 2. QUORUM; ADJOURNMENT OF MEETINGS. Unless otherwise
required by law or provided in the Certificate of Incorporation or
these Bylaws, (i) the holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at any meeting of
stockholders for the transaction of business, (ii) in all matters
other than election of directors, the affirmative vote of the holders
of a majority of such stock so present or represented at any meeting
of stockholders at which a quorum is present shall constitute the act
of the stockholders, and (iii) where a separate vote by a class or
classes is required, a majority of the outstanding shares of such
class or classes, present in person or represented by proxy shall
constitute a quorum entitled to take action with respect to that vote
on that matter and the affirmative vote of the
-1-
<PAGE>
majority of the shares of such class or classes present in person or
represented by proxy at the meeting shall be the act of such class.
The stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of
enough stockholders to leave less than a quorum, subject to the
provisions of clauses (ii) and (iii) above.
Directors shall be elected by a plurality of the votes of the
shares present in person or represented by proxy at the meeting and
entitled to vote on the election of directors.
Notwithstanding the other provisions of the Certificate of
Incorporation or these Bylaws, the chairman of the meeting or the
holders of a majority of the issued and outstanding stock, present in
person or represented by proxy and entitled to vote thereat, at any
meeting of stockholders, whether or not a quorum is present, shall
have the power to adjourn such meeting from time to time, without any
notice other than announcement at the meeting of the time and place of
the holding of the adjourned meeting. If the adjournment is for more
than thirty (30) days, or if after the adjournment a new record date
is fixed for the adjourned meeting, a notice of the adjourned meeting
shall be given to each stockholder of record entitled to vote at such
meeting. At such adjourned meeting at which a quorum shall be present
or represented any business may be transacted which might have been
transacted at the meeting as originally called.
SECTION 3. ANNUAL MEETINGS. An annual meeting of the
stockholders, for the election of directors to succeed those whose
terms expire and for the transaction of such other business as may
properly come before the meeting, shall be held at such place (within
or without the state of incorporation of the Corporation), on such
date, and at such time as the Board of Directors shall fix and set
forth in the notice of the meeting, which date shall be within
thirteen (13) months subsequent to the last annual meeting of
stockholders.
SECTION 4. SPECIAL MEETINGS. Unless otherwise provided in the
Certificate of Incorporation, special meetings of the stockholders for
any purpose or purposes may be called at any time by the Chairman of
the Board, by the President, by the Vice Chairman of the Board, by a
majority of the Board of Directors, or by a majority of the executive
committee (if any), at such time and at such place as may be stated in
the notice of the meeting. A special meeting of stockholders shall be
called by the Chairman of the Board, the President or the Secretary
upon written request therefor, stating the purpose(s) of the meeting,
delivered to such officer and signed by the holder(s) of at least ten
percent (10%) of the issued and outstanding stock entitled to vote at
such meeting. Business transacted at a special meeting shall be
confined to the purpose(s) stated in the notice of such meeting.
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<PAGE>
SECTION 5. RECORD DATE. For the purpose of determining
stockholders entitled to notice of or to vote at any meeting of
stockholders, or any adjournment thereof, or entitled to receive
payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful
action, the Board of Directors of the Corporation may fix a date as
the record date for any such determination of stockholders, which
record date shall not precede the date on which the resolutions fixing
the record date are adopted and which record date shall not be more
than sixty (60) days nor less than ten (10) days before the date of
such meeting of stockholders, nor more than sixty (60) days prior to
any other action.
If the Board of Directors does not fix a record date for any
meeting of the stockholders, the record date for determining
stockholders entitled to notice of or to vote at such meeting shall be
at the close of business on the day next preceding the day on which
notice is given, or, if in accordance with Article VII, Section 3 of
these Bylaws notice is waived, at the close of business on the day
next preceding the day on which the meeting is held. The record date
for determining stockholders for any other purpose shall be at the
close of business on the day on which the Board of Directors adopts
the resolution relating thereto. A determination of stockholders of
record entitled to notice of or to vote at a meeting of stockholders
shall apply to any adjournment of the meeting; provided, however, that
the Board of Directors may fix a new record date for the adjourned
meeting.
SECTION 6. NOTICE OF MEETINGS. Written notice of the place,
date and hour of all meetings, and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be given by
or at the direction of the Chairman of the Board, the President, the
Vice Chairman of the Board, the Secretary or the other person(s)
calling the meeting to each stockholder entitled to vote thereat not
less than ten (10) nor more than sixty (60) days before the date of
the meeting. Such notice may be delivered either personally or by
mail. If mailed, notice is given when deposited in the United States
mail, postage prepaid, directed to the stockholder at such
stockholder's address as it appears on the records of the Corporation.
SECTION 7. STOCKHOLDER LIST. A complete list of stockholders
entitled to vote at any meeting of stockholders, arranged in
alphabetical order for each class of stock and showing the address of
each such stockholder and the number of shares registered in the name
of such stockholder, shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten (10) days prior to the
meeting, either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, or
if not so specified, at the place where the meeting is to be held.
The stockholder list shall also be produced and kept at the time and
place of the meeting
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<PAGE>
during the whole time thereof, and may be inspected by any stockholder
who is present.
SECTION 8. PROXIES. Each stockholder entitled to vote at a
meeting of stockholders may authorize another person or persons to act
for him by proxy. Proxies for use at any meeting of stockholders
shall be filed with the Secretary, or such other officer as the Board
of Directors may from time to time determine by resolution, before or
at the time of the meeting. All proxies shall be received and taken
charge of and all ballots shall be received and canvassed by the
secretary of the meeting, who shall decide all questions touching upon
the qualification of voters, the validity of the proxies, and the
acceptance or rejection of votes, unless an inspector or inspectors
shall have been appointed by the chairman of the meeting, in which
event such inspector or inspectors shall decide all such questions.
No proxy shall be valid after three (3) years from its date,
unless the proxy provides for a longer period. Each proxy shall be
revocable unless expressly provided therein to be irrevocable and
coupled with an interest sufficient in law to support an irrevocable
power.
Should a proxy designate two or more persons to act as proxies,
unless such instrument shall provide the contrary, a majority of such
persons present at any meeting at which their powers thereunder are to
be exercised shall have and may exercise all the powers of voting or
giving consents thereby conferred, or if only one be present, then
such powers may be exercised by that one; or, if an even number attend
and a majority do not agree on any particular issue, each proxy so
attending shall be entitled to exercise such powers in respect of such
portion of the shares as is equal to the reciprocal of the fraction
equal to the number of proxies representing such shares divided by the
total number of shares represented by such proxies.
SECTION 9. VOTING; ELECTIONS; INSPECTORS. Unless otherwise
required by law or provided in the Certificate of Incorporation, each
stockholder shall on each matter submitted to a vote at a meeting of
stockholders have one vote for each share of stock entitled to vote
which is registered in his name on the record date for the meeting.
For the purposes hereof, each election to fill a directorship shall
constitute a separate matter. Shares registered in the name of
another corporation, domestic or foreign, may be voted by such
officer, agent or proxy as the bylaws (or comparable instrument) of
such corporation may prescribe, or in the absence of such provision,
as the Board of Directors (or comparable body) of such corporation may
determine. Shares registered in the name of a deceased person may be
voted by the executor or administrator of such person's estate, either
in person or by proxy. All voting, except as required by the
Certificate of Incorporation or where otherwise required by law, may
be by a voice vote; provided, however, upon request of the chairman of
the
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<PAGE>
meeting or upon demand therefor by stockholders holding a majority of
the issued and outstanding stock present in person or by proxy at any
meeting a stock vote shall be taken. Every stock vote shall be taken
by written ballots, each of which shall state the name of the
stockholder or proxy voting and such other information as may be
required under the procedure established for the meeting. All
elections of directors shall be by written ballots, unless otherwise
provided in the Certificate of Incorporation.
At any meeting at which a vote is taken by written ballots, the
chairman of the meeting may appoint one or more inspectors, each of
whom shall subscribe an oath or affirmation to execute faithfully the
duties of inspector at such meeting with strict impartiality and
according to the best of such inspector's ability. Such inspector
shall receive the written ballots, count the votes and make and sign a
certificate of the result thereof. The chairman of the meeting may
appoint any person to serve as inspector, except no candidate for the
office of director shall be appointed as an inspector.
Unless otherwise provided in the Certificate of Incorporation,
cumulative voting for the election of directors shall be prohibited.
SECTION 10. CONDUCT OF MEETINGS. The meetings of the
stockholders shall be presided over by the Chairman of the Board, or
if the Chairman of the Board is not present, by the President, or if
the President is not present, by the Vice Chairman of the Board, or if
neither the Chairman of the Board, the President nor the Vice Chairman
of the Board is present, by a chairman elected at the meeting. The
Secretary of the Corporation, if present, shall act as secretary of
such meetings, or if the Secretary is not present, the Deputy
Corporate Secretary or an Assistant Secretary shall so act; if neither
the Secretary or the Deputy Corporate Secretary or an Assistant
Secretary is present, then a secretary shall be appointed by the
chairman of the meeting. The chairman of any meeting of stockholders
shall determine the order of business and the procedure at the
meeting, including such regulation of the manner of voting and the
conduct of discussion as seem to the chairman in order.
SECTION 11. TREASURY STOCK. The Corporation shall not vote,
directly or indirectly, shares of its own stock owned by it and such
shares shall not be counted for quorum purposes. Nothing in this
Section 11 shall be construed as limiting the right of the Corporation
to vote stock, including but not limited to its own stock, held by it
in a fiduciary capacity.
SECTION 12. BUSINESS TO BE BROUGHT BEFORE THE ANNUAL MEETING.
To be properly brought before the annual meeting of stockholders,
business must be either (a) specified in the notice of meeting (or any
supplement thereto) given by or at the
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direction of the Board of Directors, (b) otherwise brought before the
meeting by or at the direction of the Board of Directors, or (c)
otherwise properly brought before the meeting by a stockholder of the
Corporation who is a stockholder of record at the time of giving of
notice provided for in this Section 12 of Article II, who shall be
entitled to vote at such meeting and who complies with the notice
procedures set forth in this Section 12 of Article II. In addition to
any other applicable requirements, for business to be brought before
an annual meeting by a stockholder of the Corporation, the stockholder
must have given timely notice thereof in writing to the Secretary of
the Corporation. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices
of the Corporation not less than 90 days prior to the anniversary date
of the immediately preceding annual meeting of stockholders of the
Corporation. A stockholder's notice to the Secretary shall set forth
as to each matter the stockholder proposes to bring before the annual
meeting (i) a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting such business
at the annual meeting, (ii) the name and address, as they appear on
the Corporation's books, of the stockholder proposing such business,
(iii) the acquisition date, the class and the number of shares of
voting stock of the Corporation which are owned beneficially by the
stockholder, (iv) any material interest of the stockholder in such
business, and (v) a representation that the stockholder intends to
appear in person or by proxy at the meeting to bring the proposed
business before the meeting.
Notwithstanding anything in these Bylaws to the contrary, no
business shall be conducted at the annual meeting except in accordance
with the procedures set forth in this Section 12.
The chairman of the annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly
brought before the meeting in accordance with the provisions of this
Section 12 of Article II, and if the chairman should so determine, the
chairman shall so declare to the meeting and any such business not
properly brought before the meeting shall not be transacted.
Notwithstanding the foregoing provisions of this Section 12 of
Article II, a stockholder shall also comply with all applicable
requirements of the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder with respect to the matters set
forth in this Section 12.
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Article III
BOARD OF DIRECTORS
SECTION 1. POWER; NUMBER; TERM OF OFFICE. The business and
affairs of the Corporation shall be managed by or under the direction
of the Board of Directors, and subject to the restrictions imposed by
law or the Certificate of Incorporation, the Board of Directors may
exercise all the powers of the Corporation.
The number of directors which shall constitute the whole Board
of Directors shall be determined from time to time by the Board of
Directors (provided that no decrease in the number of directors which
would have the effect of shortening the term of an incumbent director
may be made by the Board of Directors). If the Board of Directors
makes no such determination, the number of directors shall be three.
Each director shall hold office for the term for which such director
is elected, and until such Director's successor shall have been
elected and qualified or until such Director's earlier death,
resignation or removal.
Unless otherwise provided in the Certificate of Incorporation,
directors need not be stockholders nor residents of the state of
incorporation of the Corporation.
SECTION 2. QUORUM; VOTING. Unless otherwise provided in the
Certificate of Incorporation, a majority of the total number of
directors shall constitute a quorum for the transaction of business of
the Board of Directors and the vote of a majority of the directors
present at a meeting at which a quorum is present shall be the act of
the Board of Directors.
SECTION 3. PLACE OF MEETINGS; ORDER OF BUSINESS. The directors
may hold their meetings and may have an office and keep the books of
the Corporation, except as otherwise provided by law, in such place or
places, within or without the state of incorporation of the
Corporation, as the Board of Directors may from time to time
determine. At all meetings of the Board of Directors business shall
be transacted in such order as shall from time to time be determined
by the Chairman of the Board, or in the Chairman of the Board's
absence by the President (should the President be a director), or in
the President's absence by the Vice Chairman of the Board, or by the
Board of Directors.
SECTION 4. FIRST MEETING. Each newly elected Board of
Directors may hold its first meeting for the purpose of organization
and the transaction of business, if a quorum is present, immediately
after and at the same place as the annual meeting of the stockholders.
Notice of such meeting shall not be required. At the first meeting of
the Board of Directors in each year at which a quorum shall be
present, held next after the
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annual meeting of stockholders, the Board of Directors shall elect the
officers of the Corporation.
SECTION 5. REGULAR MEETINGS. Regular meetings of the Board of
Directors shall be held at such times and places as shall be
designated from time to time by the Chairman of the Board or, in the
absence of the Chairman of the Board, by the President (should the
President be a director), or in the President's absence, by the Vice
Chairman of the Board. Notice of such regular meetings shall not be
required.
SECTION 6. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by the Chairman of the Board, the President
(should the President be a director) or the Vice Chairman of the Board
or, on the written request of any two directors, by the Secretary, in
each case on at least twenty-four (24) hours personal, written,
telegraphic, cable or wireless notice to each director. Such notice,
or any waiver thereof pursuant to Article VII, Section 3 hereof, need
not state the purpose or purposes of such meeting, except as may
otherwise be required by law or provided for in the Certificate of
Incorporation or these Bylaws. Meetings may be held at any time
without notice if all the directors are present or if those not
present waive notice of the meeting in writing.
SECTION 7. NOMINATION OF DIRECTORS. Only persons who are
nominated in accordance with the following procedures shall be
eligible for election as directors. Nominations of persons for
election to the Board of Directors of the Corporation may be made at a
meeting of stockholders (a) by or at the direction of the Board of
Directors or (b) by any stockholder of the Corporation who is a
stockholder of record at the time of giving of notice provided for in
this Section 7 of Article III, who shall be entitled to vote for the
election of directors at the meeting and who complies with the notice
procedures set forth in this Section 7 of Article III. Such
nominations, other than those made by or at the direction of the Board
of Directors, shall be made pursuant to timely notice in writing to
the Secretary of the Corporation. To be timely, a stockholder's
notice shall be delivered to or mailed and received at the principal
executive offices of the Corporation (i) with respect to an election
to be held at the annual meeting of the stockholders of the
Corporation, 90 days prior to the anniversary date of the immediately
preceding annual meeting of stockholders of the Corporation, and (ii)
with respect to an election to be held at a special meeting of
stockholders of the Corporation for the election of directors, not
later than the close of business on the 10th day following the day on
which such notice of the date of the meeting was mailed or public
disclosure of the date of the meeting was made, whichever first
occurs. Such stockholder's notice to the Secretary shall set forth
(a) as to each person whom the stockholder proposes to nominate for
election or re-election as a director, all information relating to the
person that is required to be disclosed in solicitations for proxies
for election of directors, or is otherwise required, pursuant to
Regulation 14A under the
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Securities Exchange Act of 1934, as amended (including the written
consent of such person to be named in the proxy statement as a nominee
and to serve as a director if elected); and (b) as to the stockholder
giving the notice (i) the name and address, as they appear on the
Corporation's books, of such stockholder, and (ii) the class and
number of shares of capital stock of the Corporation which are
beneficially owned by the stockholder. At the request of the Board of
Directors, any person nominated by the Board of Directors for election
as a director shall furnish to the Secretary of the Corporation that
information required to be set forth in a stockholder's notice of
nomination which pertains to the nominee.
In the event that a person is validly designated as nominee to
the Board and shall thereafter become unable or unwilling to stand for
election to the Board of Directors, the Board of Directors or the
stockholder who proposed such nominee, as the case may be, may
designate a substitute nominee.
No person shall be eligible to serve as a director of the
Corporation unless nominated in accordance with the procedures set
forth in this Section 7 of Article III. The chairman of the meeting
of stockholders shall, if the facts warrant, determine and declare to
the meeting that a nomination was not made in accordance with the
procedures prescribed by the Bylaws, and if the chairman should so
determine, the chairman shall so declare to the meeting and the
defective nomination shall be disregarded.
Notwithstanding the foregoing provisions of this Section 7 of
Article III, a stockholder shall also comply with all applicable
requirements of the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder with respect to the matters set
forth in this Section 7 of Article III.
SECTION 8. REMOVAL. Any director or the entire Board of
Directors may be removed, with or without cause, by the holders of a
majority of the shares then entitled to vote at an election of
directors.
SECTION 9. VACANCIES; INCREASES IN THE NUMBER OF DIRECTORS.
Unless otherwise provided in the Certificate of Incorporation,
vacancies existing on the Board of Directors for any reason and newly
created directorships resulting from any increase in the authorized
number of directors may be filled by the affirmative vote of a
majority of the directors then in office, although less than a quorum,
or by a sole remaining director; and any director so chosen shall hold
office until the next annual election and until such Director's
successor shall have been elected and qualified, or until such
Director's earlier death, resignation or removal.
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SECTION 10. COMPENSATION. Directors and members of standing
committees may receive such compensation as the Board of Directors
from time to time shall determine to be appropriate, and shall be
reimbursed for all reasonable expenses incurred in attending and
returning from meetings of the Board of Directors.
SECTION 11. ACTION WITHOUT A MEETING; TELEPHONE CONFERENCE
MEETING. Unless otherwise restricted by the Certificate of
Incorporation, any action required or permitted to be taken at any
meeting of the Board of Directors, or any committee designated by the
Board of Directors, may be taken without a meeting if all members of
the Board of Directors or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board of Directors or committee. Such
consent shall have the same force and effect as a unanimous vote at a
meeting, and may be stated as such in any document or instrument filed
with the Secretary of State of the state of incorporation of the
Corporation.
Unless otherwise restricted by the Certificate of Incorporation,
subject to the requirement for notice of meetings, members of the
Board of Directors, or members of any committee designated by the
Board of Directors, may participate in a meeting of such Board of
Directors or committee, as the case may be, by means of a conference
telephone connection or similar communications equipment by means of
which all persons participating in the meeting can hear each other,
and participation in such a meeting shall constitute presence in
person at such meeting, except where a person participates in the
meeting for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or
convened.
SECTION 12. APPROVAL OR RATIFICATION OF ACTS OR CONTRACTS BY
STOCKHOLDERS. The Board of Directors in its discretion may submit any
act or contract for approval or ratification at any annual meeting of
the stockholders, or at any special meeting of the stockholders called
for the purpose of considering any such act or contract, and any act
or contract that shall be approved or be ratified by the vote of the
stockholders holding a majority of the issued and outstanding shares
of stock of the Corporation entitled to vote and present in person or
by proxy at such meeting (provided that a quorum is present) shall be
as valid and as binding upon the Corporation and upon all the
stockholders as if it has been approved or ratified by every
stockholder of the Corporation.
Article IV
COMMITTEES
SECTION 1. EXECUTIVE COMMITTEE. The Board of Directors may, by
resolution passed by a majority of the whole Board of Directors,
designate an Executive
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Committee consisting of one or more of the directors of the
Corporation, one of whom shall be designated chairman of the Executive
Committee. During the intervals between the meetings of the Board of
Directors, the Executive Committee shall possess and may exercise all
the powers of the Board of Directors, including the power to authorize
the seal of the Corporation to be affixed to all papers which may
require it; provided, however, that the Executive Committee shall not
have the power or authority of the Board of Directors in reference to
amending the Certificate of Incorporation, adopting an agreement of
merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the Corporation's
property and assets, recommending to the stockholders a dissolution of
the Corporation or a revocation of a dissolution of the Corporation,
amending, altering or repealing these Bylaws or adopting new bylaws
for the Corporation or otherwise acting where action by the Board of
Directors is specified by the Delaware General Corporation Law. The
Executive Committee shall also have, and may exercise, all the powers
of the Board of Directors, except as aforesaid, whenever a quorum of
the Board of Directors shall fail to be present at any meeting of the
Board.
SECTION 2. AUDIT COMMITTEE. The Board of Directors may, by
resolution passed by a majority of the whole Board of Directors,
designate an Audit Committee consisting of one or more of the
directors of the Corporation, one of whom shall be designated chairman
of the Audit Committee. The Audit Committee shall have and may
exercise such powers and authority as provided in the resolution
creating it and as determined from time to time by the Board of
Directors.
SECTION 3. OTHER COMMITTEES. The Board of Directors may, by
resolution passed from time to time by a majority of the whole Board
of Directors, designate such other committees as it shall see fit
consisting of one or more of the directors of the Corporation, one of
whom shall be designated chairman of each such committee. Any such
committee shall have and may exercise such powers and authority as
provided in the resolution creating it and as determined from time to
time by the Board of Directors.
SECTION 4. PROCEDURE; MEETINGS; QUORUM. Any committee
designated pursuant to this Article IV shall keep regular minutes of
its actions and proceedings in a book provided for that purpose and
report the same to the Board of Directors at its meeting next
succeeding such action, shall fix its own rules or procedures, and
shall meet at such times and at such place or places as may be
provided by such rules, or by such committee or the Board of
Directors. Should a committee fail to fix its own rules, the
provisions of these Bylaws, pertaining to the calling of meetings and
conduct of business by the Board of Directors, shall apply as nearly
as may be. At every meeting of any such committee, the presence of a
majority of all
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the members thereof shall constitute a quorum, except as provided in
Section 5 of this Article IV, and the affirmative vote of a majority
of the members present shall be necessary for the adoption by it of
any resolution.
SECTION 5. SUBSTITUTION AND REMOVAL OF MEMBERS; VACANCIES. The
Board of Directors may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified
member at any meeting of such committee. In the absence or
disqualification of a member of a committee, the member or members
present at any meeting and not disqualified from voting, whether or
not constituting a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of the
absent or disqualified member. The Board of Directors shall have the
power at any time to remove any member(s) of a committee and to
appoint other directors in lieu of the person(s) so removed and shall
also have the power to fill vacancies in a committee.
Article V
OFFICERS
Section 1. NUMBER, TITLES AND TERM OF Office. The officers of
the Corporation shall be a Chairman of the Board, a President, a
President-North American Operations, a President-International
Operations, one or more Vice Presidents (any one or more of whom may
be designated Executive Vice President or Senior Vice President), a
General Counsel, a Treasurer, a Secretary and such other officers as
the Board of Directors may from time to time elect or appoint
(including, but not limited to, a Vice Chairman of the Board, a Deputy
Corporate Secretary, one or more Assistant Secretaries and one or more
Assistant Treasurers). Each officer shall hold office until such
officer's successor shall be duly elected and shall qualify or until
such officer's death or until such officer shall resign or shall have
been removed. Any number of offices may be held by the same person,
unless the Certificate of Incorporation provides otherwise. Except
for the Chairman of the Board and the Vice Chairman of the Board, no
officer need be a director.
SECTION 2. POWERS AND DUTIES OF THE CHAIRMAN OF THE BOARD. The
Chairman of the Board shall be the chief executive officer of the
Corporation. Subject to the control of the Board of Directors and the
Executive Committee (if any), the Chairman of the Board shall have
general executive charge, management and control of the properties,
business and operations of the Corporation with all such powers as may
be reasonably incident to such responsibilities; may agree upon and
execute all leases, contracts, evidences of indebtedness and other
obligations in the name of the Corporation and may sign all
certificates for shares of capital stock of the Corporation; and shall
have such other powers and duties as designated in
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accordance with these Bylaws and as from time to time may be assigned
to the Chairman of the Board by the Board of Directors. The Chairman
of the Board shall preside at all meetings of the stockholders and of
the Board of Directors.
SECTION 3. POWERS AND DUTIES OF THE PRESIDENT, PRESIDENT-NORTH
AMERICAN OPERATIONS, AND PRESIDENT-INTERNATIONAL OPERATIONS.
(a) Unless the Board of Directors otherwise determines, the
President shall have the authority to agree upon and execute all
leases, contracts, evidences of indebtedness and other obligations in
the name of the Corporation; and, unless the Board of Directors
otherwise determines, the President shall, in the absence of the
Chairman of the Board or if there be no Chairman of the Board, preside
at all meetings of the stockholders and (should the President be a
director) of the Board of Directors; and the President shall have such
other powers and duties as designated in accordance with these Bylaws
and as from time to time may be assigned to the President by the Board
of Directors or the Chairman of the Board.
(b) Unless the Board of Directors otherwise determines, the
President-North American Operations shall have the authority to agree
upon and execute all leases, contracts, evidences of indebtedness and
other obligations in the name of the Corporation pertaining to the
Corporation's North American operations; and the President-North
American Operations shall have such other powers and duties as
designated in accordance with these Bylaws and as from time to time
may be assigned to the President-North American Operations by the
Board of Directors or the Chairman of the Board.
(c) Unless the Board of Directors otherwise determines, the
President-International Operations shall have the authority to agree
upon and execute all leases, contracts, evidences of indebtedness and
other obligations in the name of the Corporation pertaining to the
Corporation's international operations; and the President-
International Operations shall have such other powers and duties as
designated in accordance with these Bylaws and as from time to time
may be assigned to the President-International Operations by the Board
of Directors or the Chairman of the Board.
SECTION 4. POWERS AND DUTIES OF THE VICE CHAIRMAN OF THE BOARD.
The Board of Directors may assign areas of responsibility to the Vice
Chairman of the Board, and, in such event, and subject to the overall
direction of the Chairman of the Board and the Board of Directors, the
Vice Chairman of the Board shall be responsible for supervising the
management of the affairs of the Corporation and its subsidiaries
within the area or areas assigned and shall monitor and review on
behalf of the Board of Directors all functions within the
corresponding area or areas of the
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Corporation and each such subsidiary of the Corporation. In the
absence of the President, or in the event of the President's inability
or refusal to act, the Vice Chairman of the Board shall perform the
duties of the President, and when so acting shall have all the powers
of and be subject to all the restrictions upon the President.
Further, the Vice Chairman of the Board shall have such other powers
and duties as designated in accordance with these Bylaws and as from
time to time may be assigned to the Vice Chairman of the Board by the
Board of Directors or the Chairman of the Board.
SECTION 5. VICE PRESIDENTS. Each Vice President shall at all
times possess power to sign all certificates, contracts and other
instruments of the Corporation, except as otherwise limited in writing
by the Chairman of the Board, the President or the Vice Chairman of
the Board or of the Corporation. Each Vice President shall have such
other powers and duties as from time to time may be assigned to such
Vice President by the Board of Directors, the Chairman of the Board,
the President or the Vice Chairman of the Board.
SECTION 6. GENERAL COUNSEL. The General Counsel shall act as
chief legal advisor to the Corporation. The General Counsel may have
one or more staff attorneys and assistants, and may retain other
attorneys to conduct the legal affairs and litigation of the
Corporation under the General Counsel's supervision.
SECTION 7. SECRETARY. The Secretary shall keep the minutes of
all meetings of the Board of Directors, committees of the Board of
Directors and the stockholders, in books provided for that purpose;
shall attend to the giving and serving of all notices; may in the name
of the Corporation affix the seal of the Corporation to all contracts
of the Corporation and attest the affixation of the seal of the
Corporation thereto; may sign with the other appointed officers all
certificates for shares of capital stock of the Corporation; shall
have charge of the certificate books, transfer books and stock
ledgers, and such other books and papers as the Board of Directors may
direct, all of which shall at all reasonable times be open to
inspection of any director upon application at the office of the
Corporation during business hours; shall have such other powers and
duties as designated in these Bylaws and as from time to time may be
assigned to the Secretary by the Board of Directors, the Chairman of
the Board, the President or the Vice Chairman of the Board; and shall
in general perform all acts incident to the office of Secretary,
subject to the control of the Board of Directors, the Chairman of the
Board, the President or the Vice Chairman of the Board.
SECTION 8. DEPUTY CORPORATE SECRETARY AND ASSISTANT
SECRETARIES. The Deputy Corporate Secretary and each Assistant
Secretary shall have the usual powers and duties pertaining to such
offices, together with such other powers and duties as
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designated in these Bylaws and as from time to time may be assigned to
the Deputy Corporate Secretary or an Assistant Secretary by the Board
of Directors, the Chairman of the Board, the President, the Vice
Chairman of the Board, or the Secretary. The Deputy Corporate
Secretary shall exercise the powers of the Secretary during that
officer's absence or inability or refusal to act.
SECTION 9. TREASURER. The Treasurer shall have responsibility
for the custody and control of all the funds and securities of the
Corporation, and shall have such other powers and duties as designated
in these Bylaws and as from time to time may be assigned to the
Treasurer by the Board of Directors, the Chairman of the Board, the
President or the Vice Chairman of the Board. The Treasurer shall
perform all acts incident to the position of Treasurer, subject to the
control of the Board of Directors, the Chairman of the Board, the
President and the Vice Chairman of the Board; and the Treasurer shall,
if required by the Board of Directors, give such bond for the faithful
discharge of the Treasurer's duties in such form as the Board of
Directors may require.
SECTION 10. ASSISTANT TREASURERS. Each Assistant Treasurer
shall have the usual powers and duties pertaining to such office,
together with such other powers and duties as designated in these
Bylaws and as from time to time may be assigned to each Assistant
Treasurer by the Board of Directors, the Chairman of the Board, the
President, the Vice Chairman of the Board, or the Treasurer. The
Assistant Treasurers shall exercise the powers of the Treasurer during
that officer's absence or inability or refusal to act.
SECTION 11. ACTION WITH RESPECT TO SECURITIES OF OTHER
CORPORATIONS. Unless otherwise directed by the Board of Directors,
the Chairman of the Board, the President or the Vice Chairman of the
Board, together with the Secretary, the Deputy Corporate Secretary or
any Assistant Secretary shall have power to vote and otherwise act on
behalf of the Corporation, in person or by proxy, at any meeting of
security holders of or with respect to any action of security holders
of any other corporation in which this Corporation may hold securities
and otherwise to exercise any and all rights and powers which this
Corporation may possess by reason of its ownership of securities in
such other corporation.
SECTION 12. DELEGATION. FOR any reason that the Board of
Directors may deem sufficient, the Board of Directors may, except
where otherwise provided by statute, delegate the powers or duties of
any officer to any other person, and may authorize any officer to
delegate specified duties of such officer to any other person. Any
such delegation or authorization by the Board shall be effected from
time to time by resolution of the Board of Directors.
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Article VI
CAPITAL STOCK
SECTION 1. CERTIFICATES OF STOCK. The certificates for shares
of the capital stock of the Corporation shall be in such form, not
inconsistent with that required by law and the Certificate of
Incorporation, as shall be approved by the Board of Directors. Every
holder of stock represented by certificates shall be entitled to have
a certificate signed by or in the name of the Corporation by the
Chairman of the Board, President, Vice Chairman of the Board or a Vice
President and the Secretary, Deputy Corporate Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer of the
Corporation representing the number of shares (and, if the stock of
the Corporation shall be divided into classes or series, certifying
the class and series of such shares) owned by such stockholder which
are registered in certified form; provided, however, that any of or
all the signatures on the certificate may be facsimile. The stock
record books and the blank stock certificate books shall be kept by
the Secretary, or at the office of such transfer agent or transfer
agents as the Board of Directors may from time to time determine. In
case any officer, transfer agent or registrar who shall have signed or
whose facsimile signature or signatures shall have been placed upon
any such certificate or certificates shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued
by the Corporation, such certificate may nevertheless be issued by the
Corporation with the same effect as if such person were such officer,
transfer agent or registrar at the date of issue. The stock
certificates shall be consecutively numbered and shall be entered in
the books of the Corporation as they are issued and shall exhibit the
holder's name and number of shares.
SECTION 2. TRANSFER OF SHARES. The shares of stock of the
Corporation shall be transferable only on the books of the Corporation
by the holders thereof in person or by their duly authorized attorneys
or legal representatives upon surrender and cancellation of
certificates for a like number of shares. Upon surrender to the
Corporation or a transfer agent of the Corporation of a certificate
for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty
of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon
its books.
SECTION 3. OWNERSHIP OF SHARES. The Corporation shall be
entitled to treat the holder of record of any share or shares of
capital stock of the Corporation as the holder in fact thereof and,
accordingly, shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other
person,
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whether or not it shall have express or other notice thereof, except
as otherwise provided by the laws of the state of incorporation of the
Corporation.
SECTION 4. REGULATIONS REGARDING CERTIFICATES. The Board of
Directors shall have the power and authority to make all such rules
and regulations as they may deem expedient concerning the issue,
transfer and registration or the replacement of certificates for
shares of capital stock of the Corporation.
SECTION 5. LOST OR DESTROYED CERTIFICATES. The Board of
Directors may determine the conditions upon which the Corporation may
issue a new certificate of stock in place of a certificate theretofore
issued by it which is alleged to have been lost, stolen or destroyed
and may require the owner of such certificate or such owner's legal
representative to give bond, with surety sufficient to indemnify the
Corporation and each transfer agent and registrar against any and all
losses or claims which may arise by reason of the alleged loss, theft
or destruction of any such certificate or the issuance of such new
certificate in the place of the one so lost, stolen or destroyed.
Article VII
MISCELLANEOUS PROVISIONS
SECTION 1. FISCAL YEAR. The fiscal year of the Corporation
shall begin on the first day of January of each year.
SECTION 2. CORPORATE SEAL. The corporate seal shall be
circular in form and shall have inscribed thereon the name of the
Corporation and the state of its incorporation, which seal shall be in
the charge of the Secretary and shall be affixed to certificates of
stock, debentures, bonds, and other documents, in accordance with the
direction of the Board of Directors or a committee thereof, and as may
be required by law; however, the Secretary may, if the Secretary deems
it expedient, have a facsimile of the corporate seal inscribed on any
such certificates of stock, debentures, bonds, contracts or other
documents. Duplicates of the seal may be kept for use by the Deputy
Corporate Secretary or any Assistant Secretary.
SECTION 3. NOTICE AND WAIVER OF NOTICE. Whenever any notice is
required to be given by law, the Certificate of Incorporation or under
the provisions of these Bylaws, said notice shall be deemed to be
sufficient if given (i) by telegraphic, cable or wireless transmission
(including by telecopy or facsimile transmission) or (ii) by deposit
of the same in a post office box or by delivery to an overnight
courier service company in a sealed prepaid wrapper addressed to the
person entitled thereto at such person's post office address, as it
appears on the records of the Corporation, and such notice shall be
-17-
<PAGE>
deemed to have been given on the day of such transmission or mailing
or delivery to courier, as the case may be.
Whenever notice is required to be given by law, the Certificate
of Incorporation or under any of the provisions of these Bylaws, a
written waiver thereof, signed by the person entitled to notice,
whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person, including without
limitation a director, at a meeting shall constitute a waiver of
notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to
the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the stockholders,
directors, or members of a committee of directors need be specified in
any written waiver of notice unless so required by the Certificate of
Incorporation or these Bylaws.
SECTION 4. FACSIMILE SIGNATURES. In addition to the provisions
for the use of facsimile signatures elsewhere specifically authorized
in these Bylaws, facsimile signatures of any officer or officers of
the Corporation may be used whenever and as authorized by the Board of
Directors.
SECTION 5. RELIANCE UPON BOOKS, REPORTS AND RECORDS. A member
of the Board of Directors, or a member of any committee designated by
the Board of Directors, shall, in the performance of such person's
duties, be fully protected in relying in good faith upon the records
of the Corporation and upon such information, opinion, reports or
statements presented to the Corporation by any of the Corporation's
officers or employees, or committees of the Board of Directors, or by
any other person as to matters the member reasonably believes are
within such other person's professional or expert competence and who
has been selected with reasonable care by or on behalf of the
Corporation.
SECTION 6. APPLICATION OF BYLAWS. In the event that any
provisions of these Bylaws is or may be in conflict with any law of
the United States, of the state of incorporation of the Corporation or
of any other governmental body or power having jurisdiction over this
Corporation, or over the subject matter to which such provision of
these Bylaws applies, or may apply, such provision of these Bylaws
shall be inoperative to the extent only that the operation thereof
unavoidably conflicts with such law, and shall in all other respects
be in full force and effect.
-18-
<PAGE>
Article VIII
AMENDMENTS
The Board of Directors shall have the power to adopt, amend and repeal
from time to time Bylaws of the Corporation, subject to the right of
the stockholders entitled to vote with respect thereto to amend or
repeal such Bylaws as adopted or amended by the Board of Directors.
-19-
<PAGE>
EXHIBIT 10.1
SERVICES AGREEMENT
This Agreement is made and entered into as of the 1st day of
January, 1994, between Enron Corp, a Delaware corporation ("Enron"),
and Enron Oil & Gas Company, a Delaware corporation ("EOG").
For and in consideration of the mutual promises and conditions
contained herein, the parties hereto agree as follows:
1. In order to assist the continued and orderly conduct of
certain corporate functions currently performed by Enron for the
benefit of EOG, Enron agrees to provide and EOG agrees to purchase,
subject to the terms and conditions set forth herein, certain
corporate staff and support services (collectively, the "Services").
2. This Agreement shall become effective and Enron shall make
the Services available to EOG pursuant to the terms of this Agreement
commencing on January 1, 1994, and shall continue thereafter for a
period of 5 years (unless otherwise specified herein) and from year to
year thereafter unless terminated upon written notice by either party
60 days prior to the anniversary date of this Agreement.
3. The parties understand and agree that the Services shall be
substantially identical in nature and quality to the Services provided
to EOG by Enron during the 12-month period prior to the effective date
of this Agreement. In the event of a dispute over the nature and
quality of the Services, or the calculation of Direct Charges,
Operating Charges, Outsourced
<PAGE>
Charges or Allocated Charges (as defined in Paragraph 4.(i), 4.(ii),
4.(iii) and 4.(iv) hereof, respectively) relating to Services provided
to EOG hereunder, the prior practice of Enron with respect to the
Services previously provided to EOG or the calculation of Direct
Charges, Operating Charges, Outsourced Charges and Allocated Charges
relating to such Services, as determined from the books and records of
Enron and EOG, shall be conclusive as to the nature and quality of the
Services and the calculation of Direct Charges, Operating Charges,
Outsourced Charges and Allocated Charges relating to such Services, as
the case may be.
4. EOG, as compensation for the performance of the Services,
agrees to reimburse Enron for: (i) all expenses actually incurred by
Enron and readily identifiable to EOG relating to corporate staff and
support services provided by Enron hereunder ("Direct Charges"),
calculated in accordance with the prior practice of Enron with respect
to the Services previously provided to EOG as indentified in EXHIBIT A
attached hereto, which calculation shall be based on the cost of such
Services to Enron (excepting the calculation of charges for "Rent and
LHI" as indicated on Exhibit A for any square footage occupied during
the term hereof), (ii) the actual cost of any goods or services
purchased for EOG by Enron from third parties unaffiliated with Enron
("Operating Charges"), (iii) the actual cost or charge for outsourced
services provided by any third party unaffiliated with Enron for EOG
under an Enron or Enron affiliate agreement with such third party
("Outsourced Charges")
2
<PAGE>
and (iv) an overhead allocation to EOG of administrative and general
expenses of Enron corporate staff and support services, composed of
those services as identified in Exhibit B attached hereto, and for
which EOG does not receive Direct Charges ("Allocated Charges")
allocated based upon the modified "Massachusetts" formula as applied
to the interstate pipeline companies. Such Allocated Charges shall be
payable in monthly installments; PROVIDED, however, that such
Allocated Charges described in Paragraph 4.(iv) hereof during any year
shall not exceed a maximum amount (the "Allocated Charge Ceiling" as
such term is defined below) for such year.
The Allocated Charge Ceiling for the year 1994 shall be
$6,700,000. The Allocated Charge Ceiling for each year thereafter
shall be adjusted annually, as hereinafter provided, for changes in
the EOG components of the modified Massachusetts formula and for
inflation; PROVIDED, however, that for the purpose of computing
adjustments to the Allocated Charge Ceiling, the aggregate increase
for any year shall not exceed 7.5% of the prior year's Allocated
Charge Ceiling. The incremental amount of any increase in excess of
7.5% per year shall not be considered in computing adjustments to the
Allocated Charge Ceiling for such period; PROVIDED FURTHER, however,
that the parties hereto agree that the Allocated Charge Ceiling may be
subject to good faith renegotiation in the event of an extraordinary
change in the components thereof.
3
<PAGE>
In the event of a change in the EOG components establishing EOG's
percentage allocation of Allocated Charges pursuant to the modified
Massachusetts formula, the Allocated Charge Ceiling shall be adjusted
annually, to reflect such change, subject to the 7.5% limit on the
aggregate increase set out above. Such annual adjustments shall be
determined based upon data as of December 31 and are to be effected as
soon as such information is available.
In addition, but subject to the 7.5% limit on the aggregate
increase set out above, the Allocated Charge Ceiling shall be changed
based upon any change in the Consumer Price Index for all Urban
Consumers as determined by the U.S. Department of Labor, Bureau of
Labor Statistics (the "CPI-U"). For the purpose of computing such
change, the parties hereto agree that the base period for the CPI-U is
"1982/84 equals 100", and the CPI-U Index number for December 1993 is
146.30. CPI-U adjustments to the Allocated Charge Ceiling shall be
made annually, based upon the CPI-U Index number for the month of
December for the immediately preceeding year (such adjustments are to
be effected upon publication of the CPI-U Index number for such
month). Whenever a change occurs from the December 1993 Index number,
the Allocated Charge Ceiling shall be adjusted as follows: the
Allocated Charge Ceiling for the year 1994 shall be multiplied by a
fraction, the numerator of which is the published CPI-U for the most
recent month of December and the denominator of which is 146.30. In
the event the Bureau of
4
<PAGE>
Labor Statistics shifts the CPI-U referred to herein from the "1982/84
equals 100" base period to a different base period, EOG and Enron
agree to use the rebasing factors published by the Bureau of Labor
Statistics for converting the "1982/84 equals 100" base period to the
new applicable base. In the event (i) with respect to the CPI-U,
rebasing factors are not published or (ii) the CPI-U is discontinued,
a proper index or classification with appropriate adjustment factors
shall be substituted by written agreement between Enron and EOG.
If the compensation for the Services does not include
sales, use, excise, value added or similar taxes, and if any such
taxes are imposed on the Services after the effective date of this
Agreement, then such taxes shall be paid by EOG.
Any change in the methodology to be used for determining any
Direct Charges, Operating Charges, Outsourced Charges or Allocated
Charges to EOG from that being used on the effective date of this
Agreement shall be on a basis determined mutually agreeable to EOG and
Enron prior to the implementation of such change.
5. Enron shall invoice EOG by the 15th working day of each month
for all Direct Charges, Operating Charges, Outsourced Charges and
Allocated Charges, all with respect to the preceding month. All
invoices shall reflect in reasonable detail a description of the
Services performed during the preceding month, and shall be due and
payable on the last day of the month of the invoice. In the event of
default in payment by EOG, and
5
<PAGE>
if such payment is not made within thirty days after written notice is
sent to EOG by certified mail to the address specified below, Enron
may terminate this Agreement as to those Services which relate to the
unpaid portion of the invoice by giving written notice of such
election to EOG. In the event of a dispute as to the propriety of
invoiced amounts, EOG shall pay all undisputed amounts on each
invoice, but shall be entitled to withhold payment of any amount in
dispute and shall promptly notify Enron of its dispute. Enron shall
provide EOG with records relating to the disputed amount so as to
enable the parties to resolve the dispute. So long as the parties are
attempting in good faith to resolve the dispute, Enron shall not be
entitled to terminate the Services related to and by reason of the
disputed charge.
6. Any input necessary for Enron or any third party to perform
any Services shall be submitted by EOG in a manner consistent with the
practices utilized during the period prior to the effective date of
this Agreement, which manner shall not be altered except by mutual
written agreement of the parties. Should EOG's failure to supply such
input render Enron's or any third party's performance of any Services
unreasonably difficult, Enron or any third party, upon reasonable
notice, may refuse to perform such Services until such input is
supplied.
7. EOG acknowledges that the Services shall be provided only
with respect to the business of EOG. EOG will not request performance
of any Services for the benefit of any entity other
6
<PAGE>
than EOG and its subsidiaries or affiliates. EOG represents and
agrees that it will use the Services only in accordance with all
applicable federal, state and local laws and regulations and
communications and common carrier tariffs, and in accordance with the
reasonable conditions, rules, regulations and specifications which may
be set forth in any manuals, materials, documents or instructions in
existence on the effective date of this Agreement and furnished by
Enron to EOG. Enron or any third party reserves the right to take all
actions, including termination of any particular Services, that Enron
or any third party reasonably believes to be necessary to assure
compliance with applicable laws, regulations and tariffs.
8. Enron will assign to EOG all user codes, passwords or
numbers, or other control or identifying cards or numbers, necessary
for Enron to perform the Services. EOG assumes full responsibility
for selection and use of any such codes, passwords, cards or numbers
that may be permitted or required in connection with the Services
involved.
9. The Services will be of the same nature and quality as those
provided to EOG during the 12-month period prior to the effective date
of this Agreement.
ALL PRODUCTS OBTAINED FOR EOG ARE AS IS, WHERE IS, WITH ALL
FAULTS. NEITHER ENRON, ANY ENRON AFFILIATE NOR ANY THIRD PARTY
PERFORMING ANY SERVICES HEREUNDER MAKE ANY WARRANTIES OR
REPRESENTATIONS WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING THE WARRANTY
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
7
<PAGE>
WITH RESPECT TO THE SERVICES RENDERED OR PRODUCTS OBTAINED FOR EOG.
IN NO EVENT SHALL ENRON BE LIABLE TO EOG OR ANY OTHER PERSON FOR
ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY
ERROR IN THE PERFORMANCE OF SERVICES OR FROM THE BREACH OF THIS
AGREEMENT, REGARDLESS OF ENRON OR ANY THIRD PARTY FAULT. TO THE
EXTENT ANY THIRD PARTY HAS LIMITED ITS LIABILITY TO ENRON FOR SERVICES
UNDER AN OUTSOURCING OR OTHER AGREEMENT, EOG AGREES TO BE BOUND BY
SUCH LIMITATION OF LIABILITY FOR ANY PRODUCT OR SERVICE PROVIDED TO
EOG BY SUCH THIRD PARTY UNDER ENRON'S AGREEMENT.
Enron shall have no obligation to perform the Services if its
failure to do so is caused by or results from any act of God,
governmental action, natural disaster, strike, failure of essential
equipment or any other cause or circumstance beyond the control of
Enron. Enron agrees that upon restoring service following any failure
of any equipment necessary for Enron to provide any Services, Enron
will allow EOG to have equal priority, in accordance with prior
practice, with respect to access to the restored service. At its
election, Enron may cause one or more of its subsidiaries (other than
EOG), affiliates or third party contractors to provide the services
called for by this Agreement; however, such action shall not release
Enron from its obligations under this Agreement.
10. In the event any portion of this Agreement shall be found by
a court of competent jurisdiction to be unenforceable,
8
<PAGE>
that portion of the Agreement will be null and void and the remainder
of the Agreement will be binding on the parties as if the
unenforceable provisions had never been contained herein.
11. This Agreement shall not be assignable by either of the
parties hereto except by operation of law.
12. This Agreement constitutes the entire agreement of the
parties relating to the performance of the Services and all prior or
contemporaneous written or oral agreements are merged herein. This
Agreement may not be changed except by a writing signed by both
parties. This Agreement shall be governed by the laws of the State of
Texas.
13. Any notice, request, instruction, correspondence or other
document to be given hereunder by either party to the other (herein
collectively called "Notice") shall be in writing and delivered
personally or mailed, postage prepaid, or by facsimile or telegram, as
follows:
If to Enron:
Enron Corp.
1400 Smith Street
P. O. Box 1188
Houston, Texas 77251-1188
Attention: Senior Vice President,
Chief Information, Accounting and
Administrative Officer
Facsimile No.: 713-853-3920
9
<PAGE>
If to EOG:
Enron Oil & Gas Company
1400 Smith Street
P. O. Box 1188
Houston, Texas 77251-1188
Attention: Senior Vice President and
Chief Financial Officer
Facsimile No.: 713-646-2548
Notice given by personal delivery or mail shall be effective upon
actual receipt by the party to whom addressed. Notice given by
facsimile or telegram shall be effective upon actual receipt if
received during the recipient's normal business hours, or at the
beginning of the recipient's next business day after receipt if not
received during the recipient's normal business hours. Any party may
change any address to which Notice is to be given to it by giving
Notice as provided above of such change of address.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be signed on their behalf by their duly authorized officers.
ENRON CORP.
By: Jack I. Tompkins
Title: Senior Vice President,
Chief Information,
Accounting and
Administrative Officer
ENRON OIL & GAS COMPANY
By: Walter C. Wilson
Title: Senior Vice President and
Chief Financial Officer
10
<PAGE>
EXHIBIT A
DIRECT CHARGE
SERVICES TO EOG
1994 PLAN
ENE CHARGE EXAMPLE
RC# DESCRIPTION BASIS CHARGES
CHARGED TO EOG FOR DIRECT INCURRED COSTS
PENSION, THRIFT & MEDICAL
0030 Retiree Medical Head Count 343,188
0403 Retiree Medical (FAS 106) Head Count 612,844
0706 Retiree Prescription Head Count 313,772
2320 Savings Plan Head Count 0
2321 Retirement Plan Head Count 500,376
2322 ESOP Head Count 0
2323 EE Life, AD&D Dep Head Count 186,304
2324 Long Term Disability Head Count 156,888
2325 Supp. Exec. Retirement Plan Head Count 372,548
2326 ESOP Admin. Fees Head Count 20,592
2332 Flex Comp.-Admin. Chgs. Head Count 44,124
2333 Business Travel Insurance Head Count 2,162
2356 Adm. fees for Met Life Head Count 245,140
2329 Medical Plan Head Count 2,043,969
2330 HMO Premiums Head Count 2,940
2331 Drug Plan-Admin. Chrgs. Head Count 264,744
2336 Dental Plan Head Count 78,440
TOTAL PENSION, THRIFT & MEDICAL 5,188,031
COMPENSATION PLANS
2314 Restricted Stock Transactions 96,990
AVIATION
0781 Aviation Reservation Fee Usage 828,850
0782 Aviation Usage Usage 318,450
TOTAL AVIATION 1,147,300
<PAGE>
DIRECT CHARGE
SERVICES TO EOG
1994 PLAN
ENE CHARGE EXAMPLE
RC# DESCRIPTION BASIS CHARGES
CHARGED TO EOG FOR DIRECT INCURRED COSTS
BUILDING FACILITIES & SERVICES
Building Rent & Related Costs
0566 Construction Services Usage 120,000
0580 Facility Planning Usage 30,000
0581 Facility Maintenance EB Space 57,200
0629 Corporate Security EB Space 74,500
0666 Recycling Head Count 2,600
0692 EPCO-Churn Relocation Usage 2,000
0898 Office Relocation/Furniture EB Space 38,300
2234 Facilities Operations EB Space 58,900
2441 Building Utilities EB Space 42,000
2455 Building Rent and LHI (@ $13.50
per square foot) EB Space 1,755,400
Total Bldg. Rent & Related Costs 2,180,900
Parking Garage Svcs. & Transp. Subs.
0060 Service Garage Usage 1,020
2478 Parking Usage 43,000
2479 Pool Cars Usage 0
2334 Transportation Subsidy Head Count 39,220
Total Parking Garage Svs. & Transp. Subs. 83,240
Copy, Graphics & Audio Visual Svcs.
0217 Micrographics Services Usage 16,635
0224 Forms Management Usage 45,000
0226 Photographic Services Usage 0
0228 Copier Center Usage 80,000
0339 Artistic Services Usage 60,000
0703 Audio Visual Services Usage 4,900
2255 Convenience Copiers Usage 100,100
Total Copy, Graphics & Audio Visual Svcs. 306,635
Mail, Shipping & Receiving
0103 Shipping & Receiving Usage 65,000
0492 Mail Center Usage 213,000
Total Mail, Shipping & Receiving 278,000
<PAGE>
DIRECT CHARGE
SERVICES TO EOG
1994 PLAN
ENE CHARGE EXAMPLE
RC# DESCRIPTION BASIS CHARGES
CHARGED TO EOG FOR DIRECT INCURRED COSTS
Records Related Costs
0215 Record Center Houston Usage 57,000
0489 Records & Info Management Usage 17,500
Total Records Related Costs 74,500
Office Supplies
0493 Office Supplies Usage 0
Real Estate Management
0075 EPCO Administration Usage 0
0508 Real Estate Management Usage 0
0752 EPCO Legal Services Usage 8,805
2434 Title Survey Usage 0
Total Real Estate Management 8,805
Health & Employee Services
0077 Travel Department Usage 0
0647 Health & Employee Svc. Head Count 51,204
2453 Cafeteria Head Count 72,867
2454 Body Shop Head Count 68,950
2460 Employee Recreation Head Count 8,109
2473 Special Functions Head Count 0
2474 Vending Head Count 0
2475 Coffee Head Count 10,174
2477 Corporate Special Events Head Count 8,100
Total Health & Employee Services 219,404
Telecommunications
2357 Telecomm. Houston Operations Usage 540,491
TOTAL BUILDING FACILITIES & SERVICES 3,691,975
OUTSIDE PROFESSIONAL SERVICES
2349 Outside Auditing Fees Per AA&Co. 217,000
0408 Contract Audit Services Per AA&Co. 650,000
TOTAL OUTSIDE PROFESSIONAL SERVICES 867,000
INSURANCE
2411 Insurance Premiums/Cost Liab.-Hd. Cnt. 2,697,648
Prop.-Prop. Value
<PAGE>
DIRECT CHARGE
SERVICES TO EOG
1994 PLAN
ENE CHARGE EXAMPLE
RC# DESCRIPTION BASIS CHARGES
CHARGED TO EOG FOR DIRECT INCURRED COSTS
DATA PROCESSING COSTS
EIS Charges Usage 327,925
EDS Charges Usage 2,086,970
TOTAL DATA PROCESSING COSTS 2,414,895
TOTAL DIRECT INCURRED COSTS 16,103,839
<PAGE>
DIRECT CHARGE
SERVICES TO EOG
1994 PLAN
ENE CHARGE EXAMPLE
RC# DESCRIPTION BASIS CHARGES
CHARGED TO EOG FOR ABOVE DIRECT INCURRED COSTS
H.R. & BENEFITS RELATED
0208 Compensation & Benefits Head Count 74,308
0213 H.R. Svcs.-Safety Head Count 8,000
0319 Corporate Human Resources Head Count 63,994
0246 Payroll Head Count 164,837
0386 H.R. Svcs.-Severance Head Count 2,200
0632 Special Projects Information Head Count 258,271
0649 Benefits Accounting Head Count 225,776
0658 Corp. Org. Development & Training Head Count 51,982
2242 Fair Employment Head Count 48,684
TOTAL H.R. & BENEFITS RELATED 898,052
TREASURY, FINANCE & RISK MANAGEMENT
0410 Risk Management Premiums 120,200
0451 Treasury Usage 198,872
0453 Corporate Finance Usage 151,136
TOTAL TREASURY, FINANCE & RISK MANAGEMENT 470,208
TAX
0441 State Tax Group Usage 30,000
0564 Ad Valorem Tax Dept. Prop Basis 138,600
TOTAL TAX 168,600
LEGAL
0860 Corporate Legal Usage 53,717
0861 Environmental Legal Usage 40,100
2416 Legal Library Attny. Hd. Cnt. 24,497
TOTAL LEGAL 118,314
INVESTOR RELATIONS
0405 Investor Relations Usage 88,750
MISCELLANEOUS
2381 Corp. Contributions-Houston Actual 69,600
TOTAL FOR CHARGES ABOVE INCURRED COSTS 1,714,476
TOTAL DIRECT CHARGES 17,917,363
<PAGE>
EXHIBIT B
ALLOCATED CHARGE
SERVICES TO EOG
1994 PLAN
TOTAL EOG
ENRON EXAMPLE
ENE CORP. CHARGES
RC# DESCRIPTION INDIRECT AT 19.38% (1)
0138 Corporate Financial Accounting 1,745,500 338,278
1400 Enron Corp. Billing 13,223,657 2,562,745
0137 Corporate Financial Planning 670,500 129,943
0303 Sr. VP CIAAO 589,800 114,303
0304 President and COO 1,109,600 215,040
0305 Chief of Staff 701,700 135,989
0308 Executive Reception 267,900 51,919
0445 Vice President - Tax 1,746,800 338,530
0460 Corporate Development 734,800 142,404
0588 Sr. VP and Treasurer 591,717 114,675
0610 Corporate Secretary 1,490,800 288,917
0808 Govt. Affairs Public & Policy 613,960 118,985
0866 Federal Government Affairs 1,043,200 202,172
0870 State Governmental Affairs 684,600 132,675
0890 Chairman and CEO 1,740,600 337,328
2001 Corporate Aircraft Usage 3,087,280 598,315
2315 NQ Stock Plan 420,000 81,396
2317 Exec Perqs 54,100 10,485
2318 Employee Performance Awards 147,000 28,489
2394 European Investor Relations 95,000 18,411
2396 Corporate Memberships 425,000 82,365
2397 Employee Communications 933,600 180,932
2398 Corp. Communications 510,100 98,857
2399 Media Relations 910,900 176,532
2418 Executive Board Meeting Expenses 725,000 140,505
TOTAL 34,263,114 6,640,190
(1) Percentage calculated including all operating units and EOTT Energy
Services
<PAGE>
EXHIBIT 10.15
U.S. $100,000,000
REVOLVING CREDIT AGREEMENT
Dated as of March 11, 1994
Among
ENRON OIL & GAS COMPANY
as Borrower
and
THE BANKS NAMED HEREIN
as Banks
and
TEXAS COMMERCE BANK NATIONAL ASSOCIATION
as Administrative Agent
<PAGE>
TABLE OF CONTENTS
Section Page
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
1.1. Certain Defined Terms . . . . . . . . . . . . . . . . . 1
1.2. Computation of Time Periods . . . . . . . . . . . . . . 10
1.3. Accounting Terms . . . . . . . . . . . . . . . . . . . 10
1.4. Miscellaneous . . . . . . . . . . . . . . . . . . . . . 10
1.5. Ratings . . . . . . . . . . . . . . . . . . . . . . . . 10
ARTICLE II
AMOUNT AND TERMS OF THE ADVANCES
2.1. The Advances . . . . . . . . . . . . . . . . . . . . . 11
2.2. Making the Advances . . . . . . . . . . . . . . . . . . 11
2.3. Fees . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.4. Repayment . . . . . . . . . . . . . . . . . . . . . . . 13
2.5. Interest . . . . . . . . . . . . . . . . . . . . . . . 13
2.6. Additional Interest on Eurodollar Advances . . . . . . 14
2.7. Interest Rate Determination and Protection . . . . . . 14
2.8. Voluntary Conversion of Advances . . . . . . . . . . . 16
2.9. Prepayments . . . . . . . . . . . . . . . . . . . . . . 16
2.10.Increased Costs; Capital Adequacy, Etc. . . . . . . . . 17
2.11.Illegality . . . . . . . . . . . . . . . . . . . . . . 19
2.12.Payments and Computations . . . . . . . . . . . . . . . 19
2.13.Taxes . . . . . . . . . . . . . . . . . . . . . . . . . 20
2.14.Sharing of Payments, Etc. . . . . . . . . . . . . . . . 22
2.15.Increase of Commitment . . . . . . . . . . . . . . . . 23
2.16.Ratable Reduction or Termination of the Commitments . . 23
2.17.Non-Ratable Reduction or Termination of Commitment . . 23
2.18.Replacement of Bank . . . . . . . . . . . . . . . . . . 24
ARTICLE III
CONDITIONS TO ADVANCES
3.1. Initial Conditions Precedent . . . . . . . . . . . . . 25
3.2. Additional Conditions Precedent to Each Advance . . . . 25
<PAGE>
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
4.1. Representations and Warranties of the Borrower . . . . 25
ARTICLE V
COVENANTS OF THE BORROWER
5.1. Affirmative Covenants . . . . . . . . . . . . . . . . . 28
5.2. Negative Covenants . . . . . . . . . . . . . . . . . . 31
ARTICLE VI
EVENTS OF DEFAULT
6.1. Events of Default . . . . . . . . . . . . . . . . . . . 32
ARTICLE VII
THE ADMINISTRATIVE AGENT
7.1. Authorization and Action . . . . . . . . . . . . . . . 35
7.2. Administrative Agent's Reliance, Etc. . . . . . . . . . 35
7.3. Administrative Agent and Its Affiliates . . . . . . . . 36
7.4. Bank Credit Decision . . . . . . . . . . . . . . . . . 36
7.5. Certain Rights of the Administrative Agent . . . . . . 36
7.6. Holders . . . . . . . . . . . . . . . . . . . . . . . . 37
7.7. Indemnification . . . . . . . . . . . . . . . . . . . . 37
7.8. Resignation by the Administrative Agent . . . . . . . . 38
ARTICLE VIII
MISCELLANEOUS
8.1. Amendments, Etc. . . . . . . . . . . . . . . . . . . . 38
8.2. Notices, Etc. . . . . . . . . . . . . . . . . . . . . . 39
8.3. No Waiver; Remedies . . . . . . . . . . . . . . . . . . 40
8.4. Costs, Expenses and Taxes . . . . . . . . . . . . . . . 40
8.5. Right of Set-Off . . . . . . . . . . . . . . . . . . . 41
8.6. Binding Effect; Assignments; Participations . . . . . . 41
8.7. Governing Law; Entire Agreement . . . . . . . . . . . . 43
8.8. Interest . . . . . . . . . . . . . . . . . . . . . . . 43
8.9. Captions . . . . . . . . . . . . . . . . . . . . . . . 44
8.10.Confidentiality . . . . . . . . . . . . . . . . . . . . 44
8.11.Survival; Term; Reinstatement . . . . . . . . . . . . . 44
<PAGE>
8.12.Severability . . . . . . . . . . . . . . . . . . . . . 45
8.13.Chapter 15 Not Applicable . . . . . . . . . . . . . . . 45
8.14.Execution in Counterparts . . . . . . . . . . . . . . . 45
8.15.Waiver of Notice . . . . . . . . . . . . . . . . . . . 45
<PAGE>
Schedule I - Facility Fees and Applicable Margin
Schedule II - Applicable Lending Offices
Exhibit A - Form of Note
Exhibit B - Notice of Borrowing
Exhibit C - Opinion of Vinson & Elkins L.L.P., Counsel to Borrower
Exhibit D - Opinion of Vice President and General Counsel
of Borrower
Exhibit E - Notice of Conversion
Exhibit F - Terms of Negative Pledge
<PAGE>
REVOLVING CREDIT AGREEMENT
Dated as of March 11, 1994
ENRON OIL & GAS COMPANY, a Delaware corporation (the "BORROWER"),
the lenders party hereto (the "BANKS") and TEXAS COMMERCE BANK
NATIONAL ASSOCIATION, as administrative agent (in such capacity, the
"ADMINISTRATIVE AGENT") for the Banks hereunder, agree as follows:
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
1.1. CERTAIN DEFINED TERMS. As used in this Agreement, the
following terms shall have the following meanings (such meanings to be
equally applicable to both the singular and the plural forms of the
terms defined):
"ADJUSTED CD RATE" means, for any Interest Period for each
Adjusted CD Rate Advance comprising part of the same Borrowing, an
interest rate per annum equal to the sum of:
(a) the rate per annum obtained by dividing (1) the rate of
interest determined by the Administrative Agent to be the average
(rounded upward to the nearest whole multiple of 1/100 of 1% per
annum, if such average is not such a multiple) of the consensus
bid rate determined by each of the Reference Banks for the bid
rates per annum, at 9:00 A.M. (or as soon thereafter as
practicable) one Business Day before the first day of such
Interest Period, of New York certificate of deposit dealers of
recognized standing selected by such Reference Bank for the
purchase at face value of certificates of deposit of such
Reference Bank in an amount substantially equal to such Reference
Bank's Adjusted CD Rate Advance comprising part of such Borrowing
and with a maturity equal to such Interest Period (provided that,
if bid rate quotes from such dealers are not available to any
Reference Bank, such Reference Bank shall notify the
Administrative Agent of a reasonably equivalent rate determined
by it on the basis of another source or sources selected by it),
by (2) a percentage equal to 100% minus the Adjusted CD Rate
Reserve Percentage for such Interest Period, plus
(b) the Assessment Rate for such Interest Period.
The Adjusted CD Rate for the Interest Period for each Adjusted CD Rate
Advance comprising part of the same Borrowing shall be determined by
the Administrative Agent on the basis of applicable rates furnished to
and received by the Administrative Agent from the Reference Banks one
Business Day before the first day of such Interest Period, SUBJECT
HOWEVER, to the provisions of SECTION 2.7.
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"ADJUSTED CD RATE ADVANCE" means an Advance which bears
interest as provided in SECTION 2.5(b).
"ADJUSTED CD RATE RESERVE PERCENTAGE" for any Interest
Period for each Adjusted CD Rate Advance comprising part of the same
Borrowing means the reserve percentage applicable one Business Day
before the first day of such Interest Period under regulations issued
from time to time by the Federal Reserve Board for determining the
maximum reserve requirement (including, but not limited to, any
emergency, supplemental or other marginal reserve requirement) for a
member bank of the Federal Reserve System in New York City with
deposits exceeding one billion dollars with respect to liabilities
consisting of or including (among other liabilities) U.S. dollar
nonpersonal time deposits in the United States with a maturity equal
to such Interest Period.
"ADVANCE" means an advance by a Bank to the Borrower
pursuant to ARTICLE II, and refers to an Adjusted CD Rate Advance, a
Base Rate Advance or a Eurodollar Advance (each of which shall be a
"TYPE" of Advance).
"ADMINISTRATIVE AGENT" shall have the meaning specified in
the first paragraph of this Agreement, together with any successor
thereto pursuant to SECTION 7.8.
"AGREEMENT" means this Revolving Credit Agreement, as
amended, supplemented or modified from time to time in the future.
"APPLICABLE LENDING OFFICE" means, with respect to each
Bank, such Bank's Domestic Lending Office in the case of a Base Rate
Advance, such Bank's CD Lending Office in the case of an Adjusted CD
Rate Advance and such Bank's Eurodollar Lending Office in the case of
a Eurodollar Advance.
"APPLICABLE MARGIN" means, for any Interest Period for each
Adjusted CD Rate Advance comprising part of the same Borrowing and for
any Interest Period for each Eurodollar Advance comprising part of the
same Borrowing, the percentage per annum applicable to such Interest
Period for such Advance as shown in SCHEDULE I and being based on (a)
the Type of Advance to which such Interest Period relates (I.E.,
Adjusted CD Rate Advance or Eurodollar Advance), (b) the Rating Level,
which for the purposes of determining the Applicable Margin shall be
the Rating Level in effect on the first day of such Interest Period,
and (c) the Percentage of Facility Usage, which for the purpose of
determining the Applicable Margin shall be the Percentage of Facility
Usage in effect on the first day of such Interest Period (after giving
effect to the Advances for which the Applicable Margin is being
determined).
"ASSESSMENT RATE" for any Interest Period for each Adjusted
CD Rate Advance comprising part of the same Borrowing means the annual
assessment rate estimated by the Bank which is the Administrative
Agent one Business Day before the first day of such Interest Period
for determining the then current annual assessment payable by such
Bank to the FDIC for insuring dollar deposits of such Bank at its
principal office in the United States.
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"BANKRUPTCY CODE" means Title 11 of the United States Code,
as now or hereafter in effect, or any successor thereto.
"BANKS" has the meaning specified in the first paragraph of
this Agreement, and shall include any financial institution which
becomes a Bank pursuant to SECTION 2.15, SECTION 2.18 or SECTION 8.6.
"BASE RATE" at any time shall mean the higher of (a) the
Prime Commercial Lending Rate as in effect from time to time and
(b) the Federal Funds Rate plus 1/2 of 1%. If for any reason the
Administrative Agent shall have determined (which determination shall
be conclusive absent manifest error) that it is unable to ascertain
the Federal Funds Rate for any reason, including the inability or
failure of the Administrative Agent to obtain sufficient bids or
publications in accordance with the terms hereof, the Base Rate shall
be the Prime Commercial Lending Rate until the circumstances giving
rise to such inability no longer exist.
"BASE RATE ADVANCE" means an Advance which bears interest as
provided in SECTION 2.5(a).
"BORROWER" means Enron Oil & Gas Company, a Delaware
corporation, and any successor thereto pursuant to SECTION 5.2(d).
"BORROWING" means a borrowing hereunder consisting of
Advances of the same Type made on the same day by the Banks.
"BUSINESS DAY" means (a) any day of the year except
Saturday, Sunday and any day on which banks are required or authorized
to close in Houston, Texas or New York, New York, and (b) if the
applicable Business Day relates to any Eurodollar Advances, any day
which is a "Business Day" described in CLAUSE (a) and which is also a
day for trading by and between banks in the applicable interbank
Eurodollar market.
"CD LENDING OFFICE" means, with respect to any Bank, the
office of such Bank specified as its "CD Lending Office" opposite its
name on SCHEDULE II hereto or in the document pursuant to which it
became a party hereto as contemplated by SECTION 2.15, 2.18 or 8.6(b)
(or, if no such office is specified, its Domestic Lending Office) or
such other office of such Bank as such Bank may from time to time
specify to the Borrower and the Administrative Agent.
"CHAPTER ONE" shall mean Chapter One of the Texas Credit
Code, as in effect on the date the document using such term was
executed.
"CODE" means the Internal Revenue Code of 1986, as amended
from time to time, or any successor Federal tax code, and any
reference to any statutory provision of the Code shall be deemed to be
a reference to any successor provision or provisions.
"COMMITMENT" has the meaning specified in SECTION 2.1.
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"CONSOLIDATED" refers to the consolidation of the accounts
of the Borrower and its Subsidiaries in accordance with GAAP.
"CONSOLIDATED NET WORTH" means at any date the Consolidated
shareholders' equity of the Borrower and its Consolidated
Subsidiaries.
"CONVERT", "CONVERSION" and "CONVERTED" each refers to a
conversion of Advances of one Type into Advances of another Type
pursuant to SECTION 2.7, SECTION 2.8 or SECTION 2.10(b).
"DEBT" of any Person means, at any date, without
duplication, (a) obligations for the repayment of money borrowed which
(1) are evidenced by bonds, notes, debentures, loan agreements, credit
agreements or similar instruments or agreements and (2) are or should
be shown on a balance sheet as debt in accordance with GAAP, (b)
obligations as lessee under leases which, in accordance with GAAP, are
capital leases, and (c) guaranties of payment or collection of any
obligations described in CLAUSES (a) and (b) of other Persons,
PROVIDED, that CLAUSES (a) and (b) include, in the case of obligations
of the Borrower or any Subsidiary, only such obligations as are or
should be shown as debt or capital lease liabilities on a Consolidated
balance sheet in accordance with GAAP; PROVIDED, FURTHER, that none of
the following shall constitute Debt: (A) transfers of accounts
receivable pursuant to a receivables purchase facility considered as a
sale under GAAP (and indemnification, recourse or repurchase
obligations thereunder as are reasonable given market standards for
transactions of similar type), (B) the liability of any Person as a
general partner of a partnership for Debt of such partnership, if the
partnership is not a Subsidiary of such Person, and (C) obligations
(other than borrowings, capital leases or financial guaranties by the
Borrower or any Subsidiary) related to the sale, purchase or delivery
of hydrocarbons in respect of volumetric production payments conveyed
in transfers constituting sales of real property interests for which
proceeds are accounted for as deferred revenues under GAAP.
"DOMESTIC LENDING OFFICE" means, with respect to any Bank,
the office of such Bank specified as its "Domestic Lending Office"
opposite its name on SCHEDULE II or in the document pursuant to which
it became a party hereto as contemplated by SECTION 2.15, 2.18 or
8.6(b) or such other office of such Bank as such Bank may from time to
time specify to the Borrower and the Administrative Agent.
"ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time, and any successor statute of
similar import, together with the regulations thereunder, as in effect
from time to time.
"ERISA AFFILIATE" means any trade or business (whether or
not incorporated) which is a member of a group of which the Borrower
is a member and which is under common control within the meaning of
the regulations under Section 414 of the Code.
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"EUROCURRENCY LIABILITIES" has the meaning assigned to that
term in Regulation D of the Federal Reserve Board, as in effect from
time to time.
"EURODOLLAR ADVANCE" means an Advance which bears interest
as provided in SECTION 2.5(c).
"EURODOLLAR LENDING OFFICE" means, with respect to any Bank,
the office of such Bank specified as its "Eurodollar Lending Office"
opposite its name on SCHEDULE II or in the document pursuant to which
it became a party hereto as contemplated by SECTION 2.15, 2.18 or
8.6(b) (or, if no such office is specified, its Domestic Lending
Office) or such other office of such Bank as such Bank may from time
to time specify to the Borrower and the Administrative Agent.
"EURODOLLAR RATE" means, for any Interest Period for each
Eurodollar Advance comprising part of the same Borrowing, the lesser
of (a) an interest rate per annum equal to the average (rounded upward
to the nearest whole multiple of 1/16 of 1% per annum, if such average
is not such a multiple) of the rate per annum at which dollar deposits
in immediately available funds for delivery on the first day of such
Interest Period are offered by each of the Reference Banks to leading
banks in the interbank Eurodollar market selected by the
Administrative Agent at approximately 11:00 A.M. (local time in the
relevant Eurodollar market) two Business Days before the first day of
such Interest Period in an amount substantially equal to the amount of
the Eurodollar Advance of such Reference Bank comprising part of such
Borrowing to be outstanding during such Interest Period and for a
period equal to such Interest Period and (b) the Highest Lawful Rate.
The Eurodollar Rate for each Interest Period for each Eurodollar
Advance comprising part of the same Borrowing shall be determined by
the Administrative Agent on the basis of applicable rates furnished to
and received by the Administrative Agent from the Reference Banks two
Business Days before the first day of such Interest Period, SUBJECT,
HOWEVER, to the provisions of SECTION 2.7.
"EVENTS OF DEFAULT" has the meaning specified in
SECTION 6.1.
"FDIC" means the Federal Deposit Insurance Corporation, or
any federal agency or authority of the United States from time to time
succeeding to its function.
"FEDERAL FUNDS RATE" means, for any period, a fluctuating
interest rate per annum equal for each day during such period to the
weighted average of the rates on overnight Federal funds transactions
with members of the Federal Reserve System arranged by Federal funds
brokers, as published for such day (or, if such day is not a Business
Day, for the next preceding Business Day) by the Federal Reserve Bank
of New York, or, if such rate is not so published for any day which is
a Business Day, the average of the quotations for such day on such
transactions received by the Administrative Agent from three Federal
funds brokers of recognized standing selected by it.
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"FEDERAL RESERVE BOARD" means the Board of Governors of the
Federal Reserve System, or any federal agency or authority of the
United States from time to time succeeding to its function.
"GAAP" means generally accepted accounting principles
consistent with those applied in the preparation of the audited
consolidated financial statements referred to in SECTION 4.1(d).
"HIGHEST LAWFUL RATE" shall mean, on any day, the maximum
nonusurious rate of interest permitted for that day by whichever of
applicable federal or Texas law permits the higher interest rate,
stated as a rate per annum. On each day, if any, that Chapter One
establishes the Highest Lawful Rate, the Highest Lawful Rate shall be
the "indicated rate ceiling" (as defined in Chapter One) for that day.
"INDENTURE" means that certain Indenture dated as of
September 1, 1991 between the Borrower and Texas Commerce Bank
National Association, as Trustee, without giving effect to any
amendment, modification or discharge thereof.
"INSUFFICIENCY" means, with respect to any Plan, the amount,
if any, by which the present value of the accrued benefits under such
Plan exceeds the fair market value of the assets of such Plan
allocable to such benefits.
"INTEREST PERIOD" means, with respect to each Adjusted CD
Rate Advance or Eurodollar Advance, in each case comprising part of
the same Borrowing, the period commencing on the date of such Advance
or the date of the Conversion of any Advance into such an Advance and
ending on the last day of the period selected by the Borrower pursuant
to the provisions below and, thereafter, each subsequent period
commencing on the last day of the immediately preceding Interest
Period and ending on the last day of the period selected by the
Borrower pursuant to the provisions below except that any Interest
Period for Eurodollar Advances which commences on any day for which
there is no numerically corresponding day in the appropriate
subsequent calendar month shall end on the last Business Day of the
appropriate subsequent calendar month. The duration of each such
Interest Period shall be (a) in the case of an Adjusted CD Rate
Advance, 30, 60, 90 or 180 days and (b) in the case of a Eurodollar
Advance, one, two, three or six months, in each case as the Borrower
may, upon notice received by the Administrative Agent not later than
11:00 A.M. on the third Business Day (first Business Day in the case
of an Adjusted CD Rate Advance) prior to the first day of such
Interest Period, select; PROVIDED, HOWEVER, that:
(1) Interest Periods commencing on the same date for
Advances comprising part of the same Borrowing shall be of the
same duration;
(2) whenever the last day of any Interest Period would
otherwise occur on a day other than a Business Day, the last day
of such Interest Period shall be extended to occur on the next
succeeding Business Day, PROVIDED, in the case of any Interest
Period
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for a Eurodollar Advance, that if such extension would cause the
last day of such Interest Period to occur in the next following
calendar month, the last day of such Interest Period shall occur
on the next preceding Business Day; and
(3) no Interest Period may end after the Termination Date.
"LOAN DOCUMENT" means this Agreement, each Note, each Notice
of Borrowing and each other document or instrument executed and
delivered in connection with this Agreement.
"MAJORITY BANKS" means at any time Banks holding at least
66 2/3% of the then aggregate unpaid principal amount of the Notes
held by Banks, or, if no such principal amount is then outstanding,
Banks having at least 66 2/3% of the Commitments.
"MOODY'S" means Moody's Investors Service, Inc.
"MULTIEMPLOYER PLAN" means a "multiemployer plan" as defined
in Section 4001(a)(3) of ERISA to which the Borrower or any ERISA
Affiliate is making or accruing an obligation to make contributions,
or has within any of the preceding five plan years made or accrued an
obligation to make contributions.
"MULTIPLE EMPLOYER PLAN" means an employee benefit plan,
other than a Multiemployer Plan, subject to Title IV of ERISA to which
the Borrower or any ERISA Affiliate, and more than one employer other
than the Borrower or an ERISA Affiliate, is making or accruing an
obligation to make contributions or, in the event that any such plan
has been terminated, to which the Borrower or any ERISA Affiliate made
or accrued an obligation to make contributions during any of the five
plan years preceding the date of termination of such plan.
"NOTE" means a promissory note of the Borrower payable to
the order of any Bank, in substantially the form of EXHIBIT A,
evidencing the aggregate indebtedness of the Borrower to such Bank
resulting from the Advances owed to such Bank.
"NOTICE OF BORROWING" has the meaning specified in
SECTION 2.2.
"OTHER TAXES" has the meaning specified in SECTION 2.13(c).
"PAYMENT OFFICE" means the office of the Administrative
Agent located at 712 Main Street, Houston, Texas or such other office
as the Administrative Agent may designate by written notice to the
other parties hereto.
"PBGC" means the Pension Benefit Guaranty Corporation, or
any federal agency or authority of the United States from time to time
succeeding to its function.
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"PERCENTAGE OF FACILITY USAGE" means, as of any date of
determination, the quotient (expressed as a percentage) obtained by
dividing the aggregate unpaid principal amount of the Notes at the
close of business on such date by the aggregate Commitments at the
close of business on such date.
"PERSON" means an individual, partnership, corporation,
limited liability company, business trust, joint stock company, trust,
unincorporated association, joint venture, firm or other entity, or a
government or any political subdivision or agency, department or
instrumentality thereof.
"PLAN" means an employee benefit plan (other than a
Multiemployer Plan) which is (or, in the event that any such plan has
been terminated within five years after a transaction described in
Section 4069 of ERISA, was) maintained for employees of the Borrower
or any ERISA Affiliate and covered by Title IV of ERISA.
"PRESCRIBED FORMS" means such duly executed form(s) or
statement(s), and in such number of copies, which may, from time to
time, be prescribed by law and which, pursuant to applicable
provisions of (a) an income tax treaty between the United States and
the country of residence of the Bank providing the form(s) or
statement(s), (b) the Code, or (c) any applicable rule or regulation
under the Code, permit the Borrower to make payments hereunder for the
account of such Bank free of deduction or withholding of income or
similar taxes (except for any deduction or withholding of income or
similar taxes as a result of any change in or in the interpretation of
any such treaty, the Code or any such rule or regulation).
"PRIME COMMERCIAL LENDING RATE" means that rate of interest
from time to time announced by the Bank which is the Administrative
Agent at its principal office as its prime rate (or comparable rate,
if such Bank does not so designate a "prime rate"), the Prime
Commercial Lending Rate to change when and as such prime rate or
comparable rate, as the case may be, changes. The Prime Commercial
Lending Rate is a reference rate and does not necessarily represent
the lowest or best rate actually charged to any customer. Such Bank
may make commercial loans or other loans at rates of interest at,
above or below the Prime Commercial Lending Rate. For purposes
hereof, the principal office of the Administrative Agent, as of the
date hereof, is its office located at 712 Main Street, Houston, Texas.
"PRINCIPAL SUBSIDIARY" means at any time of determination
any Subsidiary having total assets in excess of $100,000,000. For
purposes of this definition, total assets shall be determined based on
the most recent quarterly or annual financial statements available
prior to such determination. At the date hereof, Enron Oil Canada
Ltd. is the only Principal Subsidiary.
"PRIOR CREDIT FACILITY" means the $300,000,000 Credit
Agreement dated as of December 4, 1990, as amended, among the
Borrower, the banks named therein and Citibank, N.A., as agent for
such banks.
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"RATING LEVEL" means the applicable category of rating level
contained in SCHEDULE I which is based on the rating of the Borrower's
senior unsecured long-term debt as classified by Moody's and/or
Standard & Poor's and which shall be the highest applicable Rating
Level I, Rating Level II, Rating Level III, Rating Level IV, Rating
Level V or Rating Level VI, as the case may be, as set forth in
SCHEDULE I.
"REFERENCE BANKS" means Texas Commerce Bank National
Association, The Bank of New York and Bank of America National Trust
and Savings Association.
"STANDARD & POOR'S" and "S&P" each means Standard & Poor's
Corporation.
"SUBSIDIARY" means any corporation, partnership, joint
venture or other entity of which more than 50% of the outstanding
capital stock or other equity interests having ordinary voting power
(irrespective of whether or not at the time capital stock or other
equity interest of any other class or classes of such corporation,
partnership, joint venture or other entity shall or might have voting
power upon the occurrence of any contingency) is at the time directly
or indirectly owned by the Borrower; PROVIDED, that the definition of
"Subsidiary" in EXHIBIT F shall apply in SECTION 5.2(a) only.
"TAXES" has the meaning specified in SECTION 2.13(a).
"TERMINATION DATE" means January 15, 1998 or the earlier
date of termination in whole of the Commitments pursuant to
SECTION 2.16 or 6.1.
"TERMINATION EVENT" means (a) a "reportable event", as such
term is described in Section 4043 of ERISA (other than a "reportable
event" not subject to the provision for 30-day notice to the PBGC), or
an event described in Section 4062(e) of ERISA, or (b) the withdrawal
of the Borrower or any ERISA Affiliate from a Multiple Employer Plan
during a plan year in which it was a "substantial employer", as such
term is defined in Section 4001(a)(2) of ERISA, or the incurrence of
liability by the Borrower or any ERISA Affiliate under Section 4064 of
ERISA upon the termination of a Multiple Employer Plan, or (c) the
distribution of a notice of intent to terminate a Plan pursuant to
Section 4041(a)(2) of ERISA or the treatment of a Plan amendment as a
termination under Section 4041 of ERISA, or (d) the institution of
proceedings to terminate a Plan by the PBGC under Section 4042 of
ERISA, or (e) any other event or condition which might constitute
grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Plan.
"TEXAS CREDIT CODE" shall mean Title 79, Revised Civil
Statutes of Texas, 1925, as amended.
"TOTAL CAPITALIZATION" means, at any time, the sum (without
duplication) of (a) Total Debt, and (b) Consolidated Net Worth less
any amount thereof attributable to "minority interests" (as defined
below). For the purpose of this definition, "minority interests"
means any investment or interest of the Borrower in any corporation,
partnership or other entity to the
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extent that the total amount thereof owned by the Borrower (directly
or indirectly) constitutes 50% or less of all outstanding interests or
investments in such corporation, partnership or entity.
"TOTAL DEBT" means, at any time, all Consolidated Debt of
the Borrower and its Consolidated Subsidiaries.
"WITHDRAWAL LIABILITY" shall have the meaning given such
term under Part I of Subtitle E of Title IV of ERISA.
1.2. COMPUTATION OF TIME PERIODS. In this Agreement in the
computation of periods of time from a specified date to a later
specified date, the word "from" means "from and including" and the
words "to" and "until" each means "to but excluding". Unless
otherwise indicated, all references to a particular time are
references to Houston, Texas time.
1.3. ACCOUNTING TERMS. All accounting terms not
specifically defined herein shall be construed in accordance with, and
certificates of compliance with financial covenants shall be based on,
GAAP; PROVIDED, HOWEVER, the financial statements and reports required
pursuant to SECTIONS 5.1(a)(1) and (8) shall be prepared in accordance
with generally accepted accounting principles in effect at the time of
application thereof except to the extent stated therein.
1.4. MISCELLANEOUS. The words "hereof", "herein" and
"hereunder" and words of similar import when used in this Agreement
shall refer to this Agreement as a whole and not to any particular
provision of this Agreement, and Article, Section, Schedule and
Exhibit references are to Articles and Sections of and Schedules and
Exhibits to this Agreement, unless otherwise specified. The term
"including" shall mean "including, without limitation,".
1.5. RATINGS. A rating, whether public or private, by
Standard & Poor's or Moody's shall be deemed to be in effect on the
date of announcement or publication by Standard & Poor's or Moody's,
as the case may be, of such rating or, in the absence of such
announcement or publication, on the effective date of such rating and
will remain in effect until the date when any change in such rating is
deemed to be in effect. In the event any of the rating categories
used by Moody's or Standard & Poor's is revised or designated
differently (such as by changing letter designations to different
letter designations or to numerical designations), the references
herein to such rating shall be changed to the revised or redesignated
rating for which the standards are closest to, but not lower than, the
standards at the date hereof for the rating which has been revised or
redesignated. Long-term debt supported by a letter of credit,
guaranty, insurance or other similar credit enhancement mechanism
shall not be considered as senior unsecured long-term debt.
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ARTICLE II
AMOUNT AND TERMS OF THE ADVANCES
2.1. THE ADVANCES. Each Bank severally agrees, on the terms
and conditions hereinafter set forth, to make one or more Advances to
the Borrower from time to time on any Business Day during the period
from the date hereof until the Termination Date in an aggregate amount
not to exceed at any time outstanding the amount set opposite such
Bank's name on the signature pages hereof (as such pages are deemed
modified pursuant to this ARTICLE II or SECTION 8.6) (as such amount
may be reduced or increased pursuant to SECTION 2.10(e), SECTION 2.15,
SECTION 2.16, SECTION 2.17 or SECTION 6.1, such Bank's "COMMITMENT").
Each Borrowing shall be in an aggregate amount not less than
$5,000,000 and integral multiples of $1,000,000 above such amount, and
shall consist of Advances of the same Type having (in the case of a
Borrowing comprised of Adjusted CD Rate Advances or Eurodollar
Advances) the same Interest Period, made on the same day by the Banks
ratably according to their respective Commitments. Within the limits
of each Bank's Commitment, the Borrower may borrow, prepay pursuant to
SECTION 2.9 and reborrow under this SECTION 2.1.
2.2. MAKING THE ADVANCES. (a) Each Borrowing shall be made
on notice, given not later than 11:00 A.M. (x) in the case of a
proposed Borrowing comprised of Eurodollar Advances, at least three
Business Days prior to the date of the proposed Borrowing, (y) in the
case of a proposed Borrowing comprised of Adjusted CD Rate Advances,
at least one Business Day prior to the date of the proposed Borrowing,
and (z) in the case of a proposed Borrowing comprised of Base Rate
Advances, on the day of the proposed Borrowing, by the Borrower to the
Administrative Agent, which shall give to each Bank prompt notice
thereof by telecopy. Each such notice of a Borrowing (a "NOTICE OF
BORROWING") shall be by telecopy, confirmed immediately in writing, in
substantially the form of EXHIBIT B, specifying therein the requested
(1) date of such Borrowing, (2) Type of Advances comprising such
Borrowing, (3) aggregate amount of such Borrowing, and (4) in the case
of a Borrowing comprised of Adjusted CD Rate Advances or Eurodollar
Advances, initial Interest Period for each such Advance, PROVIDED that
the Borrower may not specify Eurodollar Advances for any Borrowing if,
after giving effect to such Borrowing, Eurodollar Advances having more
than four different Interest Periods shall be outstanding and the
Borrower may not specify Adjusted CD Rate Advances for any Borrowing
if, after giving effect to such Borrowing, Adjusted CD Rate Advances
having more than four different Interest Periods shall be outstanding.
In the case of a proposed Borrowing comprised of Adjusted CD Rate
Advances or Eurodollar Advances, the Administrative Agent shall
promptly notify each Bank of the applicable interest rate under
SECTION 2.5(b) or (c). Each Bank shall, before 11:00 A.M. (2:00 P.M.
in the case of a Borrowing comprised of Base Rate Advances) on the
date of such Borrowing, make available for the account of its
Applicable Lending Office to the Administrative Agent at its Payment
Office, in same day funds, such Bank's ratable portion of such
Borrowing. After the Administrative Agent's receipt of such funds and
upon fulfillment of the applicable conditions set forth in ARTICLE
III, the Administrative Agent will make such funds available to the
Borrower at the Administrative Agent's aforesaid address.
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(b) Each Notice of Borrowing shall be irrevocable and binding on
the Borrower. In the case of any Borrowing which the related Notice
of Borrowing specifies is to be comprised of Adjusted CD Rate Advances
or Eurodollar Advances, the Borrower shall, subject to SECTION 8.8,
indemnify each Bank against any loss, cost or expense incurred by such
Bank as a result of any failure to fulfill on or before the date
specified in such Notice of Borrowing for such Borrowing the
applicable conditions set forth in ARTICLE III, or to make the
Borrowing specified in such Notice of Borrowing on the date specified
in such Notice of Borrowing including, without limitation, any loss
(excluding loss of anticipated profits), cost or expense incurred by
reason of the liquidation or reemployment of deposits or other funds
acquired by such Bank to fund the Advance to be made by such Bank as
part of such Borrowing when such Advance, as a result of such failure,
is not made on such date.
(c) Unless the Administrative Agent shall have received notice
from a Bank prior to the date of any Borrowing that such Bank will not
make available to the Administrative Agent such Bank's ratable portion
of such Borrowing, the Administrative Agent may assume that such Bank
has made such portion available to the Administrative Agent on the
date of such Borrowing in accordance with SUBSECTION (a) of this
SECTION 2.2 and the Administrative Agent may, in reliance upon such
assumption, make available to the Borrower on such date a
corresponding amount. If and to the extent that such Bank shall not
have so made such ratable portion available to the Administrative
Agent, such Bank and the Borrower severally agree to repay to the
Administrative Agent forthwith on demand such corresponding amount
together with interest thereon, for each day from the date such amount
is made available to the Borrower until the date such amount is repaid
to the Administrative Agent, at (1) in the case of the Borrower, the
interest rate applicable at the time to Advances comprising such
Borrowing and (2) in the case of such Bank, the Federal Funds Rate.
If such Bank shall repay to the Administrative Agent such
corresponding amount, such amount so repaid shall constitute such
Bank's Advance as part of such Borrowing for purposes of this
Agreement.
(d) The failure of any Bank to make the Advance to be made by it
as part of any Borrowing shall not relieve any other Bank of its
obligation, if any, hereunder to make its Advance on the date of such
Borrowing, but no Bank shall be responsible for the failure of any
other Bank to make the Advance to be made by such other Bank on the
date of any Borrowing.
2.3. FEES. (a) FACILITY FEE. Subject to SECTION 8.8, the
Borrower agrees to pay to each Bank a facility fee on the average
daily amount of such Bank's Commitment from the date hereof until, but
not including, the Termination Date. The fee is due on the last
Business Day of each March, June, September and December during the
term of such Bank's Commitment, commencing March 31, 1994, and on the
date such Bank's Commitment is terminated. The rate per annum of the
facility fee for the period from the date hereof through March 31,
1994 shall be determined as provided in SCHEDULE I based on the Rating
Level in effect on the date hereof and for each calendar quarter
thereafter shall be determined as provided in SCHEDULE I based on the
Rating Level in effect on the first day of such quarter.
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(b) ADMINISTRATIVE AGENT'S FEE. Subject to SECTION 8.8, the
Borrower shall pay to the Administrative Agent such fees as may be
separately agreed to by it and the Administrative Agent.
2.4. REPAYMENT. The Borrower shall repay the unpaid
principal amount of each Advance owed to each Bank in accordance with
the Note to the order of such Bank. All Advances shall be due and
payable on the Termination Date.
2.5. INTEREST. Subject to SECTION 8.8, the Borrower shall
pay interest on the unpaid principal amount of each Advance owed to
each Bank from the date of such Advance until such principal amount
shall be paid in full, at the following rates per annum:
(a) BASE RATE ADVANCES. During such periods as such
Advance is a Base Rate Advance, a rate per annum equal at all
times to the Base Rate in effect from time to time, due quarterly
on the last Business Day of each March, June, September and
December during such periods and on the date such Base Rate
Advance shall be Converted or paid in full; PROVIDED that any
amount of principal (other than principal of Adjusted CD Rate
Advances bearing interest pursuant to the proviso to SECTION
2.5(b) and principal of Eurodollar Advances bearing interest
pursuant to the proviso to SECTION 2.5(c)) which is not paid when
due (whether at stated maturity, by acceleration or otherwise)
shall bear interest, from the date on which such amount is due
until such amount is paid in full, due on demand, at a rate per
annum equal at all times to 2% per annum above the Base Rate in
effect from time to time.
(b) ADJUSTED CD RATE ADVANCES. During such periods as such
Advance is an Adjusted CD Rate Advance, a rate per annum equal at
all times during each Interest Period for such Advance to the sum
of the Adjusted CD Rate for such Interest Period for such Advance
plus the Applicable Margin per annum for such Interest Period,
due on the last day of such Interest Period and, if such Interest
Period has a duration of more than 90 days, on the day which
occurs during such Interest Period 90 days from the first day of
such Interest Period (each Adjusted CD Rate Advance to bear
interest from and including the first day of the Interest Period
for such Advance to (but not including) the last day of such
Interest Period); PROVIDED that any amount of principal of any
Adjusted CD Rate Advance which is not paid when due (whether at
stated maturity, by acceleration or otherwise) shall bear
interest, from the date on which such amount is due until such
amount is paid in full, due on demand, at a rate per annum equal
at all times to the greater of (x) 2% per annum above the Base
Rate in effect from time to time and (y) 2% per annum above the
rate per annum required to be paid on such Advance immediately
prior to the date on which such amount became due.
(c) EURODOLLAR ADVANCES. During such periods as such
Advance is a Eurodollar Advance, a rate per annum equal at all
times during each Interest Period for such Advance to the sum of
the Eurodollar Rate for such Interest Period for such Advance
plus the Applicable Margin per annum for such Interest Period,
due on the last
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day of such Interest Period and, if such Interest Period has a
duration of more than three months, on the day which occurs
during such Interest Period three months from the first day of
such Interest Period (each Eurodollar Rate Advance to bear
interest from and including the first day of the Interest Period
for such Advance to (but not including) the last day of such
Interest Period); PROVIDED that any amount of principal of any
Eurodollar Advance which is not paid when due (whether at stated
maturity, by acceleration or otherwise) shall bear interest, from
the date on which such amount is due until such amount is paid in
full, due on demand, at a rate per annum equal at all times to
the greater of (x) 2% per annum above the Base Rate in effect
from time to time and (y) 2% per annum above the rate per annum
required to be paid on such Advance immediately prior to the date
on which such amount became due.
2.6. ADDITIONAL INTEREST ON EURODOLLAR ADVANCES. If any
Bank is required under regulations of the Federal Reserve Board to
maintain reserves with respect to liabilities or assets consisting of
or including Eurocurrency Liabilities, and if as a result thereof
there is an increase in the cost to such Bank of agreeing to make or
making, funding or maintaining Eurodollar Advances, the Borrower
shall, subject to SECTION 8.8, from time to time, upon demand by such
Bank (with a copy of such demand to the Administrative Agent), pay to
the Administrative Agent for the account of such Bank additional
amounts, as additional interest hereunder, sufficient to compensate
such Bank for such increased cost. A certificate in reasonable detail
as to the basis for and the amount of such increased cost, submitted
to the Borrower and the Administrative Agent by such Bank, shall be
conclusive and binding for all purposes, absent manifest error.
2.7. INTEREST RATE DETERMINATION AND PROTECTION. (a) Each
Reference Bank agrees to furnish to the Administrative Agent timely
information for the purpose of determining each Adjusted CD Rate or
Eurodollar Rate, as applicable. If any one or more of the Reference
Banks shall not furnish such timely information to the Administrative
Agent for the purpose of determining any such interest rate, the
Administrative Agent shall determine such interest rate on the basis
of timely information furnished by the remaining Reference Banks.
(b) The Administrative Agent shall give prompt notice to the
Borrower and the Banks of the applicable interest rate determined by
the Administrative Agent for purposes of SECTION 2.5(a), (b) or (c),
and the applicable rate, if any, furnished by each Reference Bank for
the purpose of determining the applicable interest rate under Section
2.5(b) or (c).
(c) If fewer than two Reference Banks furnish timely information
to the Administrative Agent for determining the Eurodollar Rate for
any Eurodollar Advances or the Adjusted CD Rate for any Adjusted CD
Rate Advances,
(1) the Administrative Agent shall forthwith notify the
Borrower and the Banks that the interest rate cannot be
determined for such Eurodollar Advances or Adjusted CD Rate
Advances, as the case may be,
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(2) each such Advance will automatically, on the last day
of the then existing Interest Period therefor, Convert into a
Base Rate Advance (or if such Advance is then a Base Rate
Advance, will continue as a Base Rate Advance), and
(3) the obligation of the Banks to make, or to Convert
Advances into, Adjusted CD Rate Advances or Eurodollar Advances,
as the case may be, shall be suspended until the Administrative
Agent shall notify the Borrower and the Banks that the
circumstances causing such suspension no longer exist.
(d) If, with respect to any Adjusted CD Rate Advances or
Eurodollar Advances, the Majority Banks notify the Administrative
Agent that the applicable interest rate for any Interest Period for
such Advances will not adequately reflect the cost to such Majority
Banks of making, funding or maintaining their respective Adjusted CD
Rate Advances or Eurodollar Advances, as the case may be, for such
Interest Period, the Administrative Agent shall forthwith so notify
the Borrower and the Banks, whereupon
(1) each such Advance will automatically, on the last day
of the then existing Interest Period therefor, Convert into a
Base Rate Advance (or, if such Advance is then a Base Rate
Advance, will continue as a Base Rate Advance), and
(2) the obligation of the Banks to make, or to Convert
Advances into, Adjusted CD Rate Advances or Eurodollar Advances,
as the case may be, shall be suspended until the Administrative
Agent shall notify the Borrower and the Banks that the
circumstances causing such suspension no longer exist.
(e) If the Borrower shall fail to select the duration of any
Interest Period for any Adjusted CD Rate Advances or Eurodollar
Advances in accordance with the provisions contained in the definition
of "Interest Period" in SECTION 1.1, the Administrative Agent will
forthwith so notify the Borrower and the Banks and such Advances will
automatically, on the last day of the then existing Interest Period
therefor, Convert into Base Rate Advances.
(f) (1) On the date on which the aggregate unpaid principal
amount of Advances comprising any Borrowing of Eurodollar Advances
shall be reduced, by payment or prepayment or otherwise, to less than
$5,000,000, such Advances shall automatically Convert into Base Rate
Advances, and on and after such date the right of the Borrower to
Convert such Advances into Eurodollar Advances shall terminate;
PROVIDED, HOWEVER, that if and so long as each such Advance shall be
of the same Type and have the same Interest Period as Advances
comprising another Borrowing or other Borrowings, and the aggregate
unpaid principal amount of all such Advances of all such Borrowings
shall equal or exceed $5,000,000, the Borrower shall have the right to
continue all such Advances as, or to Convert all such Advances into,
Advances of such Type having such Interest Period.
(2) On the date on which the aggregate unpaid principal
amount of Advances comprising any Borrowing of Adjusted CD Rate
Advances shall be reduced, by payment or
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prepayment or otherwise, to less than $5,000,000, such Advances shall
automatically Convert into Base Rate Advances, and on and after such
date the right of the Borrower to Convert such Advances into Adjusted
CD Rate Advances shall terminate; PROVIDED, HOWEVER, that if and so
long as each such Advance shall be of the same Type and have the same
Interest Period as Advances comprising another Borrowing or other
Borrowings, and the aggregate unpaid principal amount of all such
Advances of all such Borrowings shall equal or exceed $5,000,000, the
Borrower shall have the right to continue all such Advances as, or to
Convert all such Advances into, Advances of such Type having such
Interest Period.
(g) Any Bank may, if it so elects, fulfill its Commitment as to
any Eurodollar Advance by causing a branch, foreign or otherwise, or
affiliate of such Bank to make such Advance and may transfer and carry
such Advance at, to or for the account of any branch office or
affiliate of such Bank; PROVIDED that in such event, for the purposes
of this Agreement, such Advance shall be deemed to have been made by
such Bank and the obligation of the Borrower to repay such Advance
shall nevertheless be to such Bank and shall be deemed to be held by
such Bank, to the extent of such Advance, for the account of such
branch or affiliate.
2.8. VOLUNTARY CONVERSION OF ADVANCES. The Borrower may on
any Business Day, upon notice given to the Administrative Agent not
later than 11:00 A.M. (x) in the case of a proposed Conversion into
Eurodollar Advances, on the third Business Day prior to the date of
the proposed Conversion, (y) in the case of a proposed Conversion into
Adjusted CD Rate Advances, on the first Business Day prior to the date
of the proposed Conversion, and (z) in the case of a proposed
Conversion into Base Rate Advances, on the date of the proposed
Conversion and subject to the limitations in SECTION 2.2(a) as to the
number of permitted Interest Periods and subject to the provisions of
SECTIONS 2.7 and 2.11, Convert all Advances of one Type comprising the
same Borrowing into Advances of another Type; PROVIDED, HOWEVER, that
any Conversion of any Eurodollar Advances shall be made on, and only
on, the last day of an Interest Period for such Eurodollar Advances
and that any Conversion of any Adjusted CD Rate Advances shall be made
on, and only on, the last day of an Interest Period for such Adjusted
CD Rate Advances. Each such notice of a Conversion (a "NOTICE OF
CONVERSION") shall be by telecopy, confirmed immediately in writing,
in substantially the form of EXHIBIT E, and shall, within the
restrictions specified above, specify (1) the date of such Conversion,
(2) the Advances to be Converted and the Type into which they are to
be Converted, and (3) if such Conversion is into Adjusted CD Rate
Advances or Eurodollar Advances, the duration of the Interest Period
for each such Advance.
2.9. PREPAYMENTS. The Borrower may (x) in respect of
Adjusted CD Rate Advances, upon at least one Business Day's notice,
(y) in respect of Eurodollar Advances, upon at least three Business
Days notice, and, (z) in respect of Base Rate Advances, upon notice by
11:00 A.M. on the day of the proposed prepayment, to the
Administrative Agent (which shall promptly notify each Bank) stating
the proposed date and aggregate principal amount of the prepayment and
the Types of Advances to be prepaid, and in the case of Eurodollar
Advances or Adjusted CD Rate Advances, the specific Borrowing or
Borrowings pursuant to which made, and if such notice is given the
Borrower shall, prepay the outstanding principal amounts of the
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Advances comprising part of the same Borrowing in whole or ratably in
part, together with accrued interest to the date of such prepayment on
the principal amount prepaid without premium or penalty; PROVIDED,
HOWEVER, that each partial prepayment shall be in an aggregate
principal amount not less than $5,000,000, and PROVIDED FURTHER, that
if the Borrower prepays any Adjusted CD Rate Advance or any Eurodollar
Advance on any day other than the last day of an Interest Period
therefor, the Borrower shall compensate the Banks pursuant to SECTION
8.4(b).
2.10. INCREASED COSTS; CAPITAL ADEQUACY, ETC. (a)
Subject to SECTION 8.8, if, due to either (1) the introduction of or
any change (other than any change by way of imposition or increase of
reserve requirements included in the Adjusted CD Rate Reserve
Percentage) in or in the interpretation of any law or regulation by
any governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof or (2) the
compliance with any guideline or request from any governmental
authority, central bank or comparable agency (whether or not having
the force of law), there shall be any increase in the cost to any Bank
of agreeing to make or making, funding or maintaining Adjusted CD Rate
Advances or Eurodollar Advances (other than increased costs described
in SECTION 2.6 or in CLAUSE (c) below), the Borrower shall from time
to time, upon demand by such Bank (with a copy of such demand to the
Administrative Agent), pay to the Administrative Agent for the account
of such Bank additional amounts sufficient to compensate such Bank for
such increased cost. A certificate in reasonable detail as to the
basis for and the amount of such increased cost, submitted to the
Borrower and the Administrative Agent by such Bank, shall be
conclusive and binding for all purposes, absent manifest error.
Promptly after any Bank becomes aware of any such introduction, change
or proposed compliance, such Bank shall notify the Borrower thereof.
No Bank shall be permitted to recover increased costs incurred or
accrued more than 90 days prior to such notice to the Borrower.
(b) If the Borrower so notifies the Administrative Agent within
five Business Days after any Bank notifies the Borrower of any
increased cost pursuant to the provisions of SECTION 2.10(a), the
Borrower shall Convert all Advances of the Type affected by such
increased cost of all Banks then outstanding into Advances of another
Type in accordance with SECTION 2.8 and, additionally, reimburse such
Bank for such increased cost in accordance with SECTION 2.10(a).
(c) If any Bank shall have determined that, after the date
hereof, the adoption of any applicable law, rule, regulation or treaty
regarding capital adequacy, or any change therein, or any change in
the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Bank
(or its lending office) with any request or directive regarding
capital adequacy (whether or not having the force of law) of any such
authority, central bank or comparable agency (except to the extent
such request or directive arises as a result of the individual
creditworthiness of such Bank), has or would have the effect of
increasing the amount of capital required or expected to be maintained
as a result of its Commitment hereunder, such Bank shall have the
right to give prompt written notice thereof to the Borrower with a
copy to the Administrative Agent, which notice shall show in
reasonable detail the calculation of such
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additional amounts as shall be required to compensate such Bank for
the increased cost to such Bank as a result of such increase in
capital and shall certify that such costs are generally being charged
by such Bank to other similarly situated borrowers under similar
credit facilities, which notice shall be conclusive and binding for
all purposes, absent manifest error, although the failure to give any
such notice shall not, unless such notice fails to set forth the
information required above or except as otherwise expressly provided
in SECTION 2.10(d), release or diminish any of the Borrower's
obligations to pay additional amounts pursuant to SECTION 2.10(d).
(d) Each Bank agrees that, upon giving notice specified in
SECTION 2.10(c), at the request of the Borrower, it will promptly
enter into good faith negotiations with the Borrower with respect to
the method of reimbursement for the additional costs specified in such
notice. No later than 15 days after the date of the giving of any
such notice, and assuming the Bank giving same has made itself
available for the aforesaid good faith negotiations, the Borrower
shall have the option, to be exercised in writing, to (1) subject to
SECTION 8.8, compensate such Bank for the specified additional costs
on the basis, if any, negotiated between such Bank and the Borrower or
(2) terminate such Bank's Commitment to the extent, and on the terms
and conditions, specified in SECTION 2.10(e); PROVIDED that if the
Borrower fails to so exercise such option, it shall be deemed to have
agreed to reimburse such Bank from time to time on demand the
additional costs specified in the Bank's notice delivered pursuant to
SECTION 2.10(c). Notwithstanding the foregoing, the Borrower shall
not be obligated to reimburse any Bank pursuant to this SECTION
2.10(d) or SECTION 2.10(e) or SECTION 2.18 for any additional costs
under SECTION 2.10(c) incurred or accruing more than 90 days prior to
the date on which such Bank gave the written notice specified in
SECTION 2.10(c).
(e) In the event that the Borrower has given notice to a Bank
pursuant to SECTION 2.10(d) that it elects to terminate such Bank's
Commitment (a copy of which notice shall be sent to the Administrative
Agent), such termination shall become effective 15 days thereafter
unless such Bank withdraws its request for additional compensation.
On the date of the termination of the Commitment of any Bank pursuant
to this SECTION 2.10(e), (x) the Borrower shall deliver notice of the
effectiveness of such termination to such Bank and to the
Administrative Agent, (y) the Borrower shall pay all amounts owed by
the Borrower to such Bank under this Agreement or under the Note
payable to such Bank (including principal of and interest on the
Advances owed to such Bank, accrued facility fees and amounts
specified in such Bank's notice delivered pursuant to SECTION 2.10(c)
with respect to the period prior to such termination) and (z) upon the
occurrence of the events set forth in CLAUSES (x) and (y), such Bank
shall cease to be a "Bank" hereunder for all purposes except for
rights under SECTIONS 2.6, 2.10, 2.13, 2.18 and 8.4 arising out of
events and occurrences before or concurrently with its ceasing to be a
"Bank" hereunder. The Borrower may elect to terminate a Bank's
Commitment pursuant to SECTION 2.10(d) only if at such time:
(1) no Event of Default is then in existence or would be in
existence but for requirement that notice be given or time elapse
or both; and
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(2) the Borrower has elected, or is then electing, to
terminate the Commitments of all Banks which have made similar
requests for increased compensation under this SECTION 2.10,
which requests have not been withdrawn, PROVIDED, that requests
may be determined by the Borrower to be dissimilar based on the
negotiation of materially dissimilar rates of compensation under
CLAUSE (1) of SECTION 2.10(d).
(f) Each Bank shall use its reasonable efforts (consistent with
its internal policies and legal and regulatory restrictions) to select
a jurisdiction for its Applicable Lending Office or change the
jurisdiction of its Applicable Lending Office, as the case may be, so
as to avoid the imposition of any increased costs under this SECTION
2.10 or to eliminate the amount of any such increased cost which may
thereafter accrue; PROVIDED that no such selection or change of the
jurisdiction for its Applicable Lending Office shall be made if, in
the reasonable judgment of such Bank, such selection or change would
be disadvantageous to such Bank.
2.11. ILLEGALITY. Notwithstanding any other provision
of this Agreement, if the introduction of or any change in or in the
interpretation of or compliance with any law or regulation shall make
it unlawful, or any governmental authority, central bank or comparable
agency shall assert that it is unlawful, for any Bank or its
Eurodollar Lending Office to perform its obligations hereunder to make
Eurodollar Advances or to continue to fund or maintain Eurodollar
Advances hereunder, then, on notice thereof and demand therefor by
such Bank to the Borrower through the Administrative Agent, (a) the
obligation of the Banks to make Eurodollar Advances and to Convert
Advances into Eurodollar Advances shall terminate and (b) the Borrower
shall forthwith Convert all Eurodollar Advances of all Banks then
outstanding into Advances of another Type in accordance with SECTION
2.8.
2.12. PAYMENTS AND COMPUTATIONS. (a) The Borrower shall
make each payment under any Loan Document not later than 11:00 A.M. on
the day when due in dollars to the Administrative Agent at its Payment
Office in same day funds. The Administrative Agent will promptly
thereafter cause to be distributed like funds relating to the payment
of principal or interest or facility fees ratably (other than amounts
payable pursuant to SECTION 2.6, 2.10, 2.13, 2.18 or 8.4(b)) to the
Banks (decreased, as to any Bank, for any taxes withheld in respect of
such Bank as contemplated by SECTION 2.13(b)) for the account of their
respective Applicable Lending Offices, and like funds relating to the
payment of any other amount payable to any Bank to such Bank for the
account of its Applicable Lending Office, in each case to be applied
in accordance with the terms of this Agreement.
(b) All computations of interest based on the Base Rate (except
during such times as the Base Rate is determined pursuant to CLAUSE
(b) of the definition thereof) and of facility fees shall be made by
the Administrative Agent on the basis of a year of 365 or 366 days, as
the case may be, and, subject to SECTION 8.8, all computations of
interest based on the Adjusted CD Rate, the Eurodollar Rate, the
Federal Funds Rate or, during such times as the Base Rate is
determined pursuant to CLAUSE (b) of the definition thereof, the Base
Rate shall be made by the Administrative Agent, and all computations
of interest pursuant to SECTION 2.6 shall be made by a Bank, on the
basis of a year of 360 days, in each case for the actual number of
days (including
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the first day but excluding the last day) occurring in the period for
which such interest or facility fees are payable. Each determination
by the Administrative Agent (or, in the case of SECTION 2.6, by a
Bank) of an interest rate hereunder shall be conclusive and binding
for all purposes, absent manifest error.
(c) Whenever any payment hereunder or under the Notes shall be
stated to be due on a day other than a Business Day, such payment
shall be made on the next succeeding Business Day, and such extension
of time shall in such case be included in the computation of payment
of interest or facility fee, as the case may be; PROVIDED, HOWEVER, if
such extension would cause payment of interest on or principal of
Eurodollar Advances to be made in the next following calendar month,
such payment shall be made on the next preceding Business Day.
(d) Unless the Administrative Agent shall have received notice
from the Borrower prior to the date on which any payment is due to the
Banks hereunder that the Borrower will not make such payment in full,
the Administrative Agent may assume that the Borrower has made such
payment in full to the Administrative Agent on such date and the
Administrative Agent may, in reliance upon such assumption, cause to
be distributed to each Bank on such due date an amount equal to the
amount then due such Bank. If and to the extent the Borrower shall
not have so made such payment in full to the Administrative Agent,
each Bank shall, subject to SECTION 8.8, repay to the Administrative
Agent forthwith on demand such amount distributed to such Bank
together with interest thereon, for each day from the date such amount
is distributed to such Bank until the earlier of (a) the date such
Bank repays such amount to the Administrative Agent and (b) the date
two Business Days after the date such amount is so distributed, at the
Federal Funds Rate and thereafter until the date such Bank repays such
amount to the Administrative Agent at the Federal Funds Rate plus 2%.
2.13. TAXES. (a) Subject to SECTION 8.8, any and all
payments by the Borrower hereunder or under the Notes shall be made,
in accordance with SECTION 2.12, free and clear of and without
deduction for any and all present or future taxes, levies, imposts,
deductions, charges, fees, duties or withholdings, and all liabilities
with respect thereto, EXCLUDING, in the case of each Bank and the
Administrative Agent, (1) taxes imposed on its income, (2) franchise
taxes imposed on it by the jurisdiction under the laws of which (or
under the laws of a political subdivision of which) such Bank or
Administrative Agent (as the case may be) is organized or any
political subdivision thereof and, in the case of each Bank, franchise
taxes imposed on it by the jurisdiction of such Bank's Applicable
Lending Office or any political subdivision thereof and (3) any taxes
imposed by the United States of America by means of withholding at the
source if and to the extent that such taxes shall be in effect and
shall be applicable, to payments to be made to such Bank or the
Administrative Agent (all such non-excluded taxes, levies, imposts,
deductions, charges, fees, duties, withholdings and liabilities being
hereinafter referred to as "TAXES"). Subject to SECTION 8.8, if the
Borrower shall be required by law to deduct any Taxes from or in
respect of any sum payable hereunder or under any Note to any Bank or
the Administrative Agent, (x) the sum payable shall be increased as
may be necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this
SECTION 2.13) such Bank or the Administrative Agent (as the case may
be) receives an
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amount equal to the sum it would have received had no such deductions
been made, (y) the Borrower shall make such deductions and (z) the
Borrower shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable law.
(b) Notwithstanding anything to the contrary contained in this
Agreement, each of the Borrower and the Administrative Agent shall be
entitled, to the extent it is required to do so by law, to deduct or
withhold income or other similar taxes imposed by the United States of
America from interest, fees or other amounts payable hereunder for the
account of any Bank (without the payment by the Borrower of increased
amounts to such Bank pursuant to CLAUSE (a) above) other than a Bank
(1) which is a domestic corporation (as such term is defined in
Section 7701 of the Code) for federal income tax purposes or (2) which
has the Prescribed Forms on file with the Borrower and the
Administrative Agent for the applicable year to the extent deduction
or withholding of such taxes is not required as a result of the filing
of such Prescribed Forms, PROVIDED that if the Borrower shall so
deduct or withhold any such taxes, it shall provide a statement to the
Administrative Agent and such Bank, setting forth the amount of such
taxes so deducted or withheld, the applicable rate and any other
information or documentation which such Bank or the Administrative
Agent may reasonably request for assisting such Bank or the
Administrative Agent to obtain any allowable credits or deductions for
the taxes so deducted or withheld in the jurisdiction or jurisdictions
in which such Bank is subject to tax.
(c) In addition, subject to SECTION 8.8, the Borrower agrees to
pay any present or future stamp or documentary taxes or any other
excise or property taxes, charges or similar levies which arise from
any payment made hereunder or under the Notes or from the execution,
delivery or registration of, or otherwise with respect to, this
Agreement or the Notes (hereinafter referred to as "OTHER TAXES").
(d) The Borrower, to the fullest extent permitted by law, will
indemnify each Bank and the Administrative Agent for the full amount
of Taxes or Other Taxes (including, without limitation, any Taxes or
Other Taxes imposed by any jurisdiction on amounts payable under this
SECTION 2.13) paid by such Bank or the Administrative Agent (as the
case may be) and any liability (including penalties, interest and
expenses) arising therefrom or with respect thereto, (EXPRESSLY
INCLUDING SUCH AMOUNTS PAID AS A RESULT OF THE ORDINARY, SOLE OR
CONTRIBUTORY NEGLIGENCE OF SUCH BANK OR THE ADMINISTRATIVE AGENT, BUT
EXCLUDING SUCH AMOUNTS PAID AS A RESULT OF THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF SUCH BANK OR ADMINISTRATIVE AGENT), whether or
not such Taxes or Other Taxes were correctly or legally asserted.
This indemnification shall be made within 30 days from the date such
Bank or the Administrative Agent (as the case may be) makes written
demand therefor. No Bank nor the Administrative Agent shall be
indemnified for Taxes or Other Taxes incurred or accrued more than 90
days prior to the date that such Bank or the Administrative Agent
notifies the Borrower thereof.
(e) Within 30 days after the date of any payment of Taxes by or
at the direction of the Borrower, the Borrower will furnish to the
Administrative Agent, at its address referred to
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in SECTION 8.2, the original or a certified copy of a receipt
evidencing payment thereof. Should any Bank or the Administrative
Agent ever receive any refund, credit or deduction from any taxing
authority to which such Bank or the Administrative Agent would not be
entitled but for the payment by the Borrower of Taxes as required by
this SECTION 2.13 (it being understood that the decision as to whether
or not to claim, and if claimed, as to the amount of any such refund,
credit or deduction shall be made by such Bank or the Administrative
Agent in its sole discretion), such Bank or the Administrative Agent,
as the case may be, thereupon shall repay to the Borrower an amount
with respect to such refund, credit or deduction equal to any net
reduction in taxes actually obtained by such Bank or the
Administrative Agent, as the case may be, and determined by such Bank
or the Administrative Agent, as the case may be, to be attributable to
such refund, credit or deduction.
(f) Each Bank shall use its reasonable efforts (consistent with
its internal policies and legal and regulatory restrictions) to select
a jurisdiction for its Applicable Lending Office or change the
jurisdiction of its Applicable Lending Office, as the case may be, so
as to avoid the imposition of any Taxes or Other Taxes or to eliminate
the amount of any such additional amounts which may thereafter accrue;
PROVIDED that no such selection or change of the jurisdiction for its
Applicable Lending Office shall be made if, in the reasonable judgment
of such Bank, such selection or change would be disadvantageous to
such Bank.
(g) Without prejudice to the survival of any other agreement of
the Borrower hereunder, but subject to the expiration of any
applicable statute of limitations, the agreements and obligations of
the Borrower contained in this SECTION 2.13 shall survive the payment
in full of principal and interest hereunder and under the Notes.
2.14. SHARING OF PAYMENTS, ETC. If any Bank shall
obtain any payment (whether voluntary, involuntary, through the
exercise of any right of set-off, or otherwise) on account of the
Advances made by it (other than pursuant to SECTION 2.6, 2.10, 2.13,
2.18 or 8.4(b)) in excess of its ratable share of payments on account
of the Advances obtained by all the Banks, such Bank shall forthwith
purchase from the other Banks such participations in the Advances made
by them as shall be necessary to cause such purchasing Bank to share
the excess payment ratably with each of them, PROVIDED, HOWEVER, that
if all or any portion of such excess payment is thereafter recovered
from such purchasing Bank, such purchase from each Bank shall be
rescinded and such Bank shall repay to the purchasing Bank the
purchase price to the extent of its ratable share (according to the
proportion of (a) the amount of the participation purchased from such
Bank as a result of such excess payment to (b) the total amount of
such excess payment) of such recovery together with an amount equal to
such Bank's ratable share (according to the proportion of (x) the
amount of such Bank's required repayment to (y) the total amount so
recovered from the purchasing Bank) of any interest or other amount
paid or payable by the purchasing Bank in respect of the total amount
so recovered. The Borrower agrees that any Bank so purchasing a
participation from another Bank pursuant to this SECTION 2.14 may, to
the fullest extent permitted by law, exercise all its rights of
payment (including the right of set-off) with respect to such
participation as fully as if such Bank were the direct creditor of the
Borrower in the amount of such participation.
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2.15. INCREASE OF COMMITMENT. The Borrower shall have
the right, without the consent of the Banks but subject to the
approval of the Administrative Agent (which consent shall not be
unreasonably withheld), to effectuate from time to time an increase in
the total Commitments under this Agreement by adding to this Agreement
one or more commercial banks or other financial institutions (who
shall, upon completion of the requirements stated in this SECTION
2.15, constitute Banks hereunder), or by allowing one or more Banks to
increase their Commitments hereunder, so that such added and increased
Commitments shall equal the increase in Commitments effectuated
pursuant to this SECTION 2.15; PROVIDED that (a) no increase in
Commitments pursuant to this SECTION 2.15 shall result in the total
Commitments exceeding $300,000,000, (b) no Bank's Commitment amount
shall be increased without the consent of such Bank, and (c) on the
effective date of any such increase in Commitments, there are no
amounts outstanding under any of the Notes. The Borrower shall give
the Administrative Agent three Business Days' notice of the Borrower's
intention to increase the total Commitments pursuant to this SECTION
2.15. Such notice shall specify each new commercial bank or other
financial institution, if any, the changes in amounts of Commitments
that will result, and such other information as is reasonably
requested by the Administrative Agent. Each new commercial bank or
other financial institution, and each Bank agreeing to increase its
Commitment, shall execute and deliver to the Administrative Agent a
document satisfactory to the Administrative Agent pursuant to which it
becomes a party hereto or increases its Commitment, as the case may
be, which document, in the case of a new commercial bank or other
financial institution, shall (among other matters) specify the CD
Lending Office, Domestic Lending Office and Eurodollar Lending Office
of such new commercial bank or other financial institution. In
addition, the Borrower shall execute and deliver a Note in the
principal amount of the Commitment of each new commercial bank or
other financial institution, or a replacement Note in the principal
amount of the increased Commitment of each Bank agreeing to increase
its Commitment, as the case may be. Such Notes and other documents of
the nature referred to in SECTION 3.1 shall be furnished to the
Administrative Agent in form and substance as may be reasonably
required by it. Upon execution and delivery of such documents, such
new commercial bank or other financial institution shall constitute a
"Bank" hereunder with a Commitment as specified therein, or such
Bank's Commitment shall increase as specified therein, as the case may
be.
2.16. RATABLE REDUCTION OR TERMINATION OF THE
COMMITMENTS. The Borrower shall have the right, upon at least three
Business Days' notice to the Administrative Agent, to terminate in
whole or reduce ratably in part the unused portions of the respective
Commitments of the Banks (with the signature pages hereto deemed
amended to reflect same); PROVIDED that each partial reduction shall
be in the aggregate amount of at least $10,000,000.
2.17. NON-RATABLE REDUCTION OR TERMINATION OF
COMMITMENT. The Borrower shall have the right, without the consent of
any Bank, but subject to the approval of the Administrative Agent
(which consent shall not be unreasonably withheld), to reduce in part
or to terminate in whole the Commitment of one or more Banks
non-ratably, PROVIDED that (a) on the effective date of any such
reduction or termination (w) there are no amounts outstanding under
any of the Notes, (x) no Event of Default or event which would
constitute an Event of Default but for the requirement that notice be
given or time elapse or both, shall have occurred
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and be continuing, (y) the senior unsecured long-term debt of the
Borrower is rated BBB- or better by Standard & Poor's or Baa3 or
better by Moody's, and (z) the Borrower shall pay to any Bank whose
Commitment is terminated all amounts owed by the Borrower to such Bank
under this Agreement (including accrued facility fees), (b) the
aggregate amount of each non-ratable reduction shall be at least
$10,000,000, and (c) the aggregate amount of all such non-ratable
reductions and terminations of Commitments since the date of this
Agreement shall not exceed the sum of $25,000,000 plus the aggregate
amount of all increases in Commitments effectuated pursuant to SECTION
2.15. The Borrower shall give the Administrative Agent three Business
Days' notice of the Borrower's intention to reduce or terminate any
Commitment pursuant to this SECTION 2.17.
2.18. REPLACEMENT OF BANK. In the event that any Bank shall
claim payment of any increased costs pursuant to SECTION 2.10 or any
additional amounts pursuant to SECTION 2.13, the Borrower shall have
the right to replace such Bank with another commercial bank or other
financial institution; PROVIDED that such replacement commercial bank
or other financial institution, (a) if it is not a Bank, shall be
reasonably acceptable to the Administrative Agent, (b) shall
unconditionally offer in writing (with a copy to the Administrative
Agent) to purchase all of such Bank's rights and assume all of such
Bank's obligations hereunder and interest in the Advances owing to
such Bank and the Note held by such Bank without recourse at the
principal amount of such Note plus interest and fees accrued thereon
to the date of such purchase on a date therein specified, and (c)
shall execute and deliver to the Administrative Agent a document
satisfactory to the Administrative Agent pursuant to which such
replacement commercial bank or other financial institution becomes a
party hereto with a Commitment equal to that of the Bank being
replaced, which document, if such replacement commercial bank or other
financial institution is not already a Bank, shall (among other
matters) specify the CD Lending Office, Domestic Lending Office and
Eurodollar Lending Office of such replacement commercial bank or other
financial institution. Upon satisfaction of the requirements set
forth in the first sentence of this SECTION 2.18, acceptance of such
offer to purchase by the Bank to be replaced, payment to such Bank of
the purchase price in immediately available funds, and the payment by
the Borrower of all requested costs accruing to the date of purchase
which the Borrower is obligated to pay under SECTION 8.4 and all other
amounts owed by the Borrower to such Bank (other than the principal of
and interest on the Advances of such Bank purchased by the replacement
commercial bank or other financial institution), the replacement
commercial bank or other financial institution shall constitute a
"Bank" hereunder with a Commitment as so specified and the Bank being
so replaced shall no longer constitute a "Bank" hereunder (with the
signature pages being amended to reflect same), except that the rights
under SECTIONS 2.6, 2.10, 2.13 and 8.4 of the Bank being so replaced
shall continue with respect to arising out of events or occurrences
before or concurrently with its ceasing to be a "BANK" hereunder. If,
however, (x) a Bank accepts such an offer and such commercial bank or
other financial institution fails to purchase such rights and interest
on such specified date in accordance with the terms of such offer, the
Borrower shall continue to be obligated to pay the increased costs to
such Bank pursuant to SECTION 2.10 or the additional amounts pursuant
to SECTION 2.13, as the case may be, or (y) the Bank proposed to be
replaced fails to accept such purchase offer, the Borrower shall
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not be obligated to pay to such Bank such increased costs or
additional amounts incurred or accrued from and after the date of such
purchase offer.
ARTICLE III
CONDITIONS TO ADVANCES
3.1. INITIAL CONDITIONS PRECEDENT. The obligation of each
Bank to make Advances pursuant to the terms and conditions of this
Agreement is subject to the conditions precedent that the
Administrative Agent shall have received evidence satisfactory to it
that the Prior Credit Facility shall have been terminated and all
amounts owing thereunder repaid in full and the Administrative Agent
shall have received the following, each dated on or before the date of
the initial Advance hereunder, in form and substance satisfactory to
the Administrative Agent:
(a) The executed Notes payable to the order of the Banks,
respectively.
(b) Certified copies of the resolutions of the Board of
Directors of the Borrower approving this Agreement, each Note and
each Notice of Borrowing, and of all documents evidencing other
necessary corporate action and governmental approvals, if any,
with respect to each such Loan Document and certified copies of
the restated certificate of incorporation and bylaws of the
Borrower.
(c) A certificate of the Secretary or an Assistant
Secretary of the Borrower certifying the names and true
signatures of the officers of the Borrower authorized to sign
each Loan Document to which it is a party and the other documents
to be delivered hereunder.
(d) A favorable opinion of Vinson & Elkins L.L.P., counsel
for the Borrower, to be delivered to, and for the benefit of, the
Banks and the Administrative Agent, at the express instruction of
the Borrower, substantially in the form of EXHIBIT C and as to
such other matters as any Bank through the Administrative Agent
may reasonably request.
(e) A favorable opinion of Dennis M. Ulak, Vice President
and General Counsel of the Borrower, to be delivered to, and for
the benefit of, the Banks and the Administrative Agent, at the
express instruction of the Borrower, in substantially the form of
EXHIBIT D and as to such other matters as any Bank through the
Administrative Agent may reasonably request.
(f) A Notice of Entire Agreement and DTPA Waiver, executed
by the Borrower and, to the limited extent set forth therein, its
general counsel.
3.2. ADDITIONAL CONDITIONS PRECEDENT TO EACH ADVANCE. The
obligation of each Bank to make any Advance shall be subject to the
additional conditions precedent that on the
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date of such Advance (a) the following statements shall be true (and
each of the giving of the applicable Notice of Borrowing and the
acceptance by the Borrower of the proceeds of such Advance shall
constitute a representation and warranty by the Borrower that on the
date of such Advance such statements are true):
(1) The representations and warranties contained in SECTION
4.1 of this Agreement are correct on and as of the date of such
Advance, before and after giving effect to such Advance and the
Borrowing of which such Advance is a part and to the application
of the proceeds therefrom, as though made on and as of such date,
and
(2) No event has occurred and is continuing, or would
result from such Advance or the Borrowing of which such Advance
is a part or from the application of the proceeds therefrom,
which constitutes an Event of Default or would constitute an
Event of Default but for the requirement that notice be given or
time elapse or both;
and (b) the Administrative Agent shall have received the Notice of
Borrowing required by SECTION 2.2 and such other approvals, opinions
or documents as any Bank through the Administrative Agent may
reasonably request.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
4.1. REPRESENTATIONS AND WARRANTIES OF THE BORROWER. The
Borrower represents and warrants to the Banks as follows:
(a) The Borrower and each Principal Subsidiary are
corporations duly incorporated, validly existing and in good
standing under the laws of their respective jurisdictions of
incorporation. The Borrower and each Principal Subsidiary have
all corporate powers and all material governmental licenses,
authorizations, consents and approvals required in each case to
carry on its business as now conducted.
(b) The execution, delivery and performance by the Borrower
of each Loan Document to which it is or will be a party are
within the Borrower's corporate powers, have been duly authorized
by all necessary corporate action of the Borrower, require, in
respect of the Borrower, no action by or in respect of, or filing
with, any governmental body, agency or official and do not
contravene, or constitute a default under, any provision of law
or regulation (including Regulation X issued by the Federal
Reserve Board) applicable to the Borrower or Regulation U issued
by the Federal Reserve Board or the restated certificate of
incorporation or by-laws of the Borrower or any judgment,
injunction, order, decree or material ("material" for the
purposes of this representation meaning creating a liability of
$50,000,000 or more) agreement binding upon the
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Borrower or result in the creation or imposition of any lien,
security interest or other charge or encumbrance on any asset of
the Borrower or any of its Subsidiaries.
(c) This Agreement and each Note are, and each other Loan
Document to which the Borrower is or will be a party, when
executed and delivered in accordance with this Agreement will be,
the legal, valid and binding obligation of the Borrower
enforceable against the Borrower in accordance with its terms,
except as the enforceability thereof may be limited by the effect
of any applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors' rights generally
and by general principles of equity.
(d) The audited consolidated balance sheet of the Borrower
and its Subsidiaries as of December 31, 1992 and the related
audited consolidated statements of income, cash flows and changes
in shareholders' equity accounts for the fiscal year then ended
and the unaudited consolidated balance sheet of the Borrower and
its Subsidiaries as of September 30, 1993, and the related
unaudited consolidated statements of income, cash flows and
changes in shareholders' equity accounts for the fiscal quarter
then ended, certified by the chief financial or accounting
officer of the Borrower, copies of which have been delivered to
each of the Banks, fairly present, in conformity with GAAP except
as otherwise expressly noted therein, the consolidated financial
position of the Borrower and its Subsidiaries as of such dates
and their consolidated results of operations and changes in
financial position for such fiscal periods, subject (in the case
of the unaudited balance sheet and statements) to changes
resulting from audit and normal year-end adjustments.
(e) Since December 31, 1992 there has been no material
adverse change in the consolidated financial position or
consolidated results of operations of the Borrower and its
Subsidiaries, considered as a whole.
(f) Except as disclosed in the Borrower's Form 10-K for the
year ended December 31, 1992 or the Borrower's Form 10-Q for each
of the quarters ended March 31, 1993, June 30, 1993 and
September 30, 1993, which were delivered to the Banks prior to
the date hereof, there is no action, suit or proceeding pending
against the Borrower or any of its Subsidiaries, or to the
knowledge of the Borrower threatened against the Borrower or any
of its Subsidiaries, before any court or arbitrator or any
governmental body, agency or official in which there is a
reasonable possibility of an adverse decision which could
materially adversely affect the consolidated financial position
or consolidated results of operations of the Borrower and its
Subsidiaries taken as a whole or which in any manner draws into
question the validity of this Agreement or any other Loan
Document to which the Borrower is or will be a party.
(g) No Termination Event has occurred or is reasonably
expected to occur with respect to any Plan for which an
Insufficiency in excess of $50,000,000 exists. Neither the
Borrower nor any ERISA Affiliate has received any notification
(or has knowledge of any reason to expect) that any Multiemployer
Plan is in reorganization or
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has been terminated, within the meaning of Title IV of ERISA, for
which a Withdrawal Liability in excess of $50,000,000 exists.
(h) United States federal income tax returns of the
Borrower and its Subsidiaries have been examined and closed
through the fiscal year ended December 31, 1987. The Borrower
and its Subsidiaries have filed or caused to be filed all United
States federal income tax returns and all other material domestic
tax returns which to the knowledge of the Borrower are required
to be filed by them and have paid or provided for the payment,
before the same become delinquent, of all taxes due pursuant to
such returns or pursuant to any assessment received by the
Borrower or any Subsidiary, other than those taxes contested in
good faith by appropriate proceedings. The charges, accruals and
reserves on the books of the Borrower and its Subsidiaries in
respect of taxes are, in the opinion of the Borrower, adequate to
the extent required by GAAP.
(i) Neither the Borrower nor any Subsidiary is an
"investment company" within the meaning of the Investment Company
Act of 1940, as amended.
(j) Neither the Borrower nor any Principal Subsidiary is a
"holding company", a "subsidiary company" of a "holding company",
an "affiliate" of a "holding company", or an "affiliate" of a
"subsidiary company" of a "holding company", in each case as such
terms are defined in the Public Utility Holding Company Act of
1935, as amended.
(k) Following application of the proceeds of each Advance,
not more than 25 percent of the value of the assets (both of the
Borrower only and of the Borrower and its Subsidiaries on a
consolidated basis), which are subject to any arrangement with
the Administrative Agent or any Bank (herein or otherwise)
whereby the Borrower's or any Subsidiary's right or ability to
sell, pledge or otherwise dispose of assets is in any way
restricted, will be margin stock (within the meaning of
Regulation U issued by the Federal Reserve Board).
ARTICLE V
COVENANTS OF THE BORROWER
5.1. AFFIRMATIVE COVENANTS. The Borrower covenants and
agrees that so long as any Note shall remain unpaid or any Bank shall
have any Commitment hereunder, the Borrower will, unless the Majority
Banks shall otherwise consent in writing:
(a) REPORTING REQUIREMENTS. Furnish to each Bank:
(1) (A) promptly after the sending or filing thereof,
a copy of each of the Borrower's reports on Form 8-K (or any
comparable form), (B) promptly after
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the filing or sending thereof, and in any event within 75
days after the end of each of the first three fiscal
quarters of each fiscal year of the Borrower, a copy of the
Borrower's report on Form 10-Q (or any comparable form) for
such quarter, which report will include the Borrower's
quarterly unaudited consolidated financial statements as of
the end of and for such quarter, and (C) promptly after the
filing or sending thereof, and in any event within 135 days
after the end of each fiscal year of the Borrower, a copy of
the Borrower's annual report which it sends to its public
security holders, and a copy of the Borrower's report on
Form 10-K (or any comparable form) for such year, which
annual report will include the Borrower's annual audited
consolidated financial statements as of the end of and for
such year;
(2) simultaneously with the delivery of each of the
annual or quarterly reports referred to in CLAUSE (1) above,
a certificate of the chief financial officer or the chief
accounting officer of the Borrower in a form acceptable to
the Administrative Agent (x) setting forth in reasonable
detail the calculations required to establish whether the
Borrower was in compliance with the requirements of SECTION
5.2(b) on the date of the financial statements contained in
such report, and (y) stating whether there exists on the
date of such certificate any Event of Default or event
which, with the giving of notice or lapse of time, or both,
would constitute an Event of Default, and, if so, setting
forth the details thereof and the action which the Borrower
has taken and proposes to take with respect thereto;
(3) as soon as is possible and in any event within
five days after a change in, or issuance of, any rating of
any of the Borrower's senior unsecured long-term debt by
Standard & Poor's or Moody's which causes a change in the
applicable Rating Level, notice of such change;
(4) as soon as possible and in any event within five
days after an executive officer of the Borrower having
obtained knowledge thereof, notice of the occurrence of any
Event of Default or any event which, with the giving of
notice or lapse of time, or both, would constitute an Event
of Default, continuing on the date of such notice, and a
statement of the chief financial officer of the Borrower
setting forth details of such Event of Default or event and
the action which the Borrower has taken and proposes to take
with respect thereto;
(5) as soon as possible and in any event (A) within 30
Business Days after the Borrower or any ERISA Affiliate
knows or has reason to know that any Termination Event
described in CLAUSE (a) of the definition of Termination
Event with respect to any Plan for which an Insufficiency in
excess of $50,000,000 exists, has occurred and (B) within 10
Business Days after the Borrower or any ERISA Affiliate
knows or has reason to know that any other Termination Event
with respect to any Plan for which an Insufficiency in
excess of $50,000,000
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exists, has occurred or is reasonably expected to occur, a
statement of the chief financial officer or chief accounting
officer of the Borrower describing such Termination Event
and the action, if any, which the Borrower or such ERISA
Affiliate proposes to take with respect thereto;
(6) promptly and in any event within five Business
Days after receipt thereof by the Borrower or any ERISA
Affiliate, copies of each notice received by the Borrower or
any ERISA Affiliate from the PBGC stating its intention to
terminate any Plan for which an Insufficiency in excess of
$50,000,000 exists or to have a trustee appointed to
administer any Plan for which an Insufficiency in excess of
$50,000,000 exists;
(7) promptly and in any event within five Business
Days after receipt thereof by the Borrower or any ERISA
Affiliate from the sponsor of a Multiemployer Plan, a copy
of each notice received by the Borrower or any ERISA
Affiliate indicating liability in excess of $50,000,000
incurred or expected to be incurred by the Borrower or any
ERISA Affiliate in connection with (A) the imposition of a
Withdrawal Liability by a Multiemployer Plan, (B) the
determination that a Multiemployer Plan is, or is expected
to be, in reorganization within the meaning of Title IV of
ERISA, or (C) the termination of a Multiemployer Plan within
the meaning of Title IV of ERISA; and
(8) such other information respecting the Consolidated
financial position or Consolidated results of operations
(including an annual report or reports on oil and gas
reserves of the Borrower and its Subsidiaries), of the
Borrower that any Bank through the Administrative Agent may
from time to time reasonably request.
(b) COMPLIANCE WITH LAWS, ETC. Comply, and cause each of
its Subsidiaries to comply, with all applicable laws, rules,
regulations and orders to the extent noncompliance therewith
would have a material adverse effect on the Borrower and its
Subsidiaries taken as a whole, such compliance to include,
without limitation, the paying before the same become delinquent
of all taxes, assessments and governmental charges imposed upon
it or upon its property except to the extent contested in good
faith by appropriate proceedings.
(c) USE OF PROCEEDS. Use the proceeds of each Advance for
general corporate purposes. However, no part of the proceeds of
the Advances shall be used for the purpose of purchasing or
carrying margin stock within the meaning of Regulation U issued
by the Federal Reserve Board.
(d) MAINTENANCE OF INSURANCE. Maintain, and cause each of
the Principal Subsidiaries to maintain, insurance with
responsible and reputable insurance companies or associations in
such amounts and covering such risks as is usually carried by
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companies engaged in similar businesses and owning similar
properties as the Borrower or such Principal Subsidiary,
PROVIDED, that self-insurance by the Borrower or any such
Principal Subsidiary shall not be deemed a violation of this
covenant to the extent that companies engaged in similar
businesses and owning similar properties as the Borrower or such
Principal Subsidiary self-insure. The Borrower may maintain the
Principal Subsidiaries' insurance on behalf of them.
(e) PRESERVATION OF CORPORATE EXISTENCE, ETC. Preserve and
maintain, and cause each of the Principal Subsidiaries to
preserve and maintain, its corporate existence, rights (charter
and statutory), and franchises; PROVIDED, HOWEVER, that this
SECTION 5.1(e) shall not apply to any transactions permitted by
SECTION 5.2(c) or (d) and shall not prevent the termination of
existence, rights and franchises of any Principal Subsidiary
pursuant to any merger or consolidation to which such Principal
Subsidiary is a party, and PROVIDED, FURTHER, that the Borrower
or any Principal Subsidiary shall not be required to preserve any
right or franchise if the Borrower or such Principal Subsidiary
shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Borrower or such
Principal Subsidiary, as the case may be, and that the loss
thereof is not disadvantageous in any material respect to the
Banks.
(f) VISITATION RIGHTS. At any reasonable time and from
time to time, after reasonable notice, permit the Administrative
Agent or any of the Banks or any agents or representatives
thereof to examine the records and books of account of, and visit
the properties of, the Borrower and any of the Principal
Subsidiaries and to discuss the affairs, finances and accounts of
the Borrower and any of the Principal Subsidiaries with any of
the officers or directors of the Borrower.
5.2. NEGATIVE COVENANTS. So long as any Note shall remain
unpaid or any Bank shall have any Commitment hereunder, the Borrower
will not at any time, without the written consent of the Majority
Banks:
(a) NEGATIVE PLEDGE. Fail to perform and observe any term,
covenant or agreement contained in SECTION 1007 of the Indenture
(as modified for purposes hereof as set forth in this SECTION
5.2). For purposes of this SECTION 5.2(a), SECTION 1007 and the
definitions of all terms defined in the Indenture and used in or
otherwise applicable to such SECTION 1007 are set forth on
EXHIBIT F and are hereby incorporated in this Agreement by
reference as if such provisions and definitions were set forth in
full herein; PROVIDED, however, that solely for purposes of this
SECTION 5.2, the word "SECURITIES" used in the Indenture shall
mean the Notes, the word "COMPANY" used therein shall mean the
Borrower, the phrase "SECTION 1007" used therein shall mean this
SECTION 5.2(a), the word "TRUSTEE" as used therein shall mean the
Administrative Agent, the phrase "Board of Directors" used in the
Indenture shall mean the management of the Borrower, SECTION 301
of the Indenture shall not apply to any Note, and the phrase "SO
LONG AS ANY OF THE SECURITIES ARE OUTSTANDING" used therein shall
mean so long as any Note shall remain unpaid or any Bank shall
have any Commitment hereunder.
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(b) TOTAL DEBT TO CAPITALIZATION. Have a ratio of (i)
Total Debt to (ii) Total Capitalization greater than 50%.
(c) DISPOSITION OF ASSETS. Lease, sell, transfer or
otherwise dispose of, voluntarily or involuntarily, all or
substantially all of its assets.
(d) MERGERS, ETC. Merge or consolidate with or into, any
Person, unless (1) the Borrower is the survivor or (2) the
surviving Person, if not the Borrower, is organized under the
laws of the United States or a state thereof and assumes all
obligations of the Borrower under the Agreement, PROVIDED, in
each case that both immediately before and after giving effect
to such proposed transaction, no Event of Default or event which,
with the giving of notice or the lapse of time, or both, would
constitute an Event of Default exists, or would exist or result.
(e) COMPLIANCE WITH ERISA. (1) Terminate, or permit any
ERISA Affiliate to terminate, any Plan so as to result in any
liability in excess of $50,000,000 of the Borrower or any ERISA
Affiliate to the PBGC, or (2) permit circumstances which give
rise to a Termination Event described in CLAUSES (b), (d) or (e)
of the definition of Termination Event with respect to a Plan so
as to result in any liability in excess of $50,000,000 of the
Borrower or any ERISA Affiliate to the PBGC.
ARTICLE VI
EVENTS OF DEFAULT
6.1. EVENTS OF DEFAULT. If any of the following events
("EVENTS OF DEFAULT") shall occur and be continuing:
(a) The Borrower shall fail to pay (1) any principal on any
Note when due and payable or (2) any interest on any Note for
more than five days after such interest becomes due and payable
or (3) the facility fee set forth in SECTION 2.3(a) for more than
15 days after such fee becomes due and payable; or
(b) Any representation or warranty made by the Borrower (or
any of its officers) (including representations and warranties
deemed made pursuant to SECTION 3.2) under or in connection with
any Loan Document shall prove to have been incorrect in any
material respect when made or deemed made and such materiality is
continuing; or
(c) The Borrower shall fail to perform or observe any term,
covenant or agreement contained in SECTION 5.2 or shall fail to
perform or observe any other term, covenant or agreement
contained in any Loan Document on its part to be performed or
observed if, in the case of such other term, covenant or
agreement, such failure shall
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remain unremedied for 30 days after written notice thereof shall
have been given to the Borrower by the Administrative Agent at
the request of any Bank; or
(d) The Borrower or any Principal Subsidiary shall (1) fail
to pay any principal of or premium or interest on any Debt (other
than Debt described in CLAUSE (c) of the definition of Debt)
which is outstanding in the principal amount of at least
$50,000,000 in the aggregate, of the Borrower or such Principal
Subsidiary (as the case may be), when the same becomes due and
payable (whether by scheduled maturity, required prepayment,
acceleration, demand or otherwise), and such failure shall
continue after the applicable grace period, if any, specified in
the agreement or instrument relating to such Debt; or any other
event shall occur or condition shall exist under any agreement or
instrument relating to any such Debt and shall continue after the
applicable grace period, if any, specified in such agreement or
instrument, if the effect of such event or condition is to
accelerate the maturity of such Debt; or any such Debt shall be
declared to be due and payable, or required to be prepaid (other
than by a regularly scheduled required prepayment or as a result
of the giving of notice of a voluntary prepayment), prior to the
stated maturity thereof, or (2) with respect to Debt described in
CLAUSE (c) of the definition of Debt, fail to pay any such Debt
which is outstanding in the principal amount of at least
$50,000,000 in the aggregate, of the Borrower or such Principal
Subsidiary (as the case may be), when the same becomes due and
payable, and such failure shall continue after the applicable
grace period, if any, specified in the agreement or instrument
relating to such Debt; or
(e) The Borrower or any Principal Subsidiary shall
generally not pay its debts as such debts become due, or shall
admit in writing its inability to pay its debts generally, or
shall make a general assignment for the benefit of creditors; or
any proceeding shall be instituted by or against the Borrower or
any Principal Subsidiary seeking to adjudicate it as bankrupt or
insolvent, or seeking liquidation, winding up, reorganization,
arrangement, adjustment, protection, relief or composition of it
or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors, or seeking the entry of an
order for relief or the appointment of a receiver, trustee or
other similar official for it or for any substantial part of its
property and, in the case of any such proceeding instituted
against it (but not instituted by it), shall remain undismissed
or unstayed for a period of 60 days; or the Borrower or any
Principal Subsidiary shall take any corporate action to authorize
any of the actions set forth above in this SUBSECTION (e); or
(f) Any judgment, decree or order for the payment of money
in excess of $50,000,000 shall be rendered against the Borrower
or any Principal Subsidiary and shall remain unsatisfied and
either (1) enforcement proceedings shall have been commenced by
any creditor upon such judgment, decree or order or (2) there
shall be any period longer than (i) 30 consecutive days or (ii)
such longer period as allowed by applicable law during which a
stay of enforcement of such judgment, decree or order, by reason
of a pending appeal or otherwise, shall not be in effect; or
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(g) Any Termination Event as defined in CLAUSES (b), (d) or
(e) of the definition thereof with respect to a Plan shall have
occurred and, 30 days after notice thereof shall have been given
to the Borrower by the Administrative Agent, (1) such Termination
Event shall still exist and (2) the sum (determined as of the
date of occurrence of such Termination Event) of the liabilities
to the PBGC resulting from all such Termination Events is equal
to or greater than $100,000,000; or
(h) The Borrower or any ERISA Affiliate shall have been
notified by the sponsor of a Multiemployer Plan that it has
incurred Withdrawal Liability to such Multiemployer Plan in an
amount which, when aggregated with all other amounts required to
be paid to Multiemployer Plans in connection with Withdrawal
Liabilities (determined as of the date of such notification),
exceeds $100,000,000 or requires payments exceeding $50,000,000
in any year; or
(i) The Borrower or any ERISA Affiliate shall have been
notified by the sponsor of a Multiemployer Plan that such
Multiemployer Plan is in reorganization or is being terminated,
within the meaning of Title IV of ERISA, if as a result of such
reorganization or termination the aggregate annual contributions
of the Borrower and its ERISA Affiliates to all Multiemployer
Plans which are then in reorganization or being terminated have
been or will be increased over the amounts contributed to such
Multiemployer Plans for the respective plan years which include
the date hereof by an amount exceeding $50,000,000 in the
aggregate;
then, and in any such event, the Administrative Agent (1) shall at the
request, or may with the consent, of the Majority Banks, by notice to
the Borrower, declare the obligation of each Bank to make Advances to
be terminated, whereupon the same shall forthwith terminate, and (2)
shall at the request, or may with the consent, of the Majority Banks,
by notice to the Borrower, declare the principal balance of the Notes,
all interest accrued thereon and all other accrued amounts payable
under this Agreement to be forthwith due and payable, whereupon the
principal balance of the Notes, all such accrued interest and all such
accrued amounts shall become and be forthwith due and payable, without
presentment, demand, protest, notice of intent to accelerate or
further notice of any kind, all of which are, to the extent permitted
by law, hereby expressly WAIVED by the Borrower; PROVIDED, HOWEVER,
that in the event of an actual or deemed entry of an order for relief
with respect to the Borrower under the Bankruptcy Code, (A) the
obligation of each Bank to make its Advances shall automatically be
terminated and (B) the principal balance of the Notes, all such
accrued interest and all such accrued amounts shall automatically
become and be due and payable, without presentment, demand, protest,
notice of intent to accelerate or any notice of any kind, all of which
are, to the extent permitted by law, hereby expressly WAIVED by the
Borrower.
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ARTICLE VII
THE ADMINISTRATIVE AGENT
7.1. AUTHORIZATION AND ACTION. Each Bank hereby appoints
and authorizes the Administrative Agent to take such action as agent
on its behalf and to exercise such powers under the Loan Documents as
are delegated to the Administrative Agent, by the terms hereof and
thereof, together with such powers as are reasonably incidental
thereto. As to any matters not expressly provided for by the Loan
Documents (including enforcement or collection of the Notes), the
Administrative Agent shall not be required to exercise any discretion
or take any action, but shall be required to act or to refrain from
acting (and shall be fully protected in so acting or refraining from
acting) upon the instructions of the Majority Banks, and such
instructions shall be binding upon all Banks and all holders of Notes;
PROVIDED, HOWEVER, that the Administrative Agent shall not be required
to take any action which exposes the Administrative Agent to personal
liability or which is contrary to any Loan Document or applicable law
and shall not be required to initiate or conduct any litigation or
other proceedings. The Administrative Agent agrees to give to each
Bank prompt notice of each notice given to it by the Borrower pursuant
to the terms of this Agreement.
7.2. ADMINISTRATIVE AGENT'S RELIANCE, ETC. Neither the
Administrative Agent nor any of its directors, officers, agents or
employees shall be liable for any action taken or omitted to be taken
by it or them under or in connection with any Loan Document, except
for its or their own gross negligence or willful misconduct. The
duties of the Administrative Agent shall be mechanical and
administrative in nature; the Administrative Agent shall not have, by
reason of this Agreement or any other Loan Document a fiduciary
relationship in respect of any Bank or the holder of any Note; and
nothing in this Agreement or any other Loan Document, expressed or
implied, is intended or shall be so construed as to impose upon the
Administrative Agent any obligations in respect of this Agreement or
any other Loan Document except as expressly set forth herein. Without
limitation of the generality of the foregoing, the Administrative
Agent: (a) may treat the payee of any Note as the holder thereof until
the Administrative Agent receives written notice of the assignment or
transfer thereof signed by such payee and in form satisfactory to the
Administrative Agent; (b) may consult with legal counsel (including
counsel for the Borrower), independent public accountants and other
experts selected by it and shall not be liable for any action taken or
omitted to be taken in good faith by it in accordance with the advice
of such counsel, accountants or experts; (c) makes no warranty or
representation to any Bank and shall not be responsible to any Bank
for any statements, warranties or representations made in or in
connection with any Loan Document; (d) shall not have any duty to
ascertain or to inquire as to the performance or observance of any of
the terms, covenants or conditions of any Loan Document on the part of
the Borrower or to inspect the property (including the books and
records) of the Borrower and shall not be deemed to have knowledge of
an Event of Default or of any event which with the giving of notice or
the lapse of time or both would be an Event of Default (other than
nonpayment of principal of or interest on the Notes or any facility
fee) unless it has received from a Bank or the Borrower a notice
specifying such default and stating that it is an "NOTICE OF DEFAULT";
(e) shall not be responsible
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to any Bank for the due execution, legality, validity, enforceability,
genuineness, sufficiency or value of any Loan Document or any other
instrument or document furnished pursuant hereto; and (f) shall incur
no liability under or in respect of any Loan Document by acting upon
any notice, consent, certificate or other instrument or writing (which
may be by telecopier, telegram, cable or telex) believed by it to be
genuine and signed or sent by the proper party or parties.
7.3. ADMINISTRATIVE AGENT AND ITS AFFILIATES. With respect
to its Commitment, the Advances made by it and the Note issued to it,
the Bank which is also the Administrative Agent shall have the same
rights and powers under the Loan Documents as any other Bank and may
exercise the same as though it were not the Administrative Agent; and
the term "Bank" or "Banks" shall, unless otherwise expressly
indicated, include the Bank serving as the Administrative Agent in its
individual capacity. The Bank serving as the Administrative Agent and
its affiliates may accept deposits from, lend money to, act as trustee
under indentures of, and generally engage in any kind of business
with, the Borrower, any of the Subsidiaries and any Person who may do
business with or own securities of the Borrower or any Subsidiary, all
as if such Bank were not the Administrative Agent and without any duty
to account therefor to the Banks.
7.4. BANK CREDIT DECISION. Each Bank acknowledges that it
has, independently and without reliance upon the Administrative Agent
or any other Bank and based on the financial statements referred to in
SECTION 4.1(d) and such other documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter
into this Agreement. Each Bank also acknowledges that it will,
independently and without reliance upon the Administrative Agent or
any other Bank and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under this Agreement and the
other Loan Documents. The Administrative Agent shall not have any
duty or responsibility, either initially or on a continuing basis, to
provide any Bank or the holder of any Note with any credit or other
information with respect thereto, whether coming into its possession
before the making of the Advances or at any time or times thereafter.
The Administrative Agent shall not be responsible to any Bank or the
holder of any Note for any recitals, statements, information,
representations or warranties herein or in any document, certificate
or other writing delivered in connection herewith or for the
execution, effectiveness, genuineness, validity, enforceability,
collectibility, priority or sufficiency of this Agreement or any other
Loan Document or the financial condition of the Borrower or be
required to make any inquiry concerning either the performance or
observance of any of the terms, provisions or conditions of this
Agreement or any other Loan Document, or the financial condition of
the Borrower or the existence or possible existence of any Event of
Default or event of which would constitute an Event of Default but for
the requirement that notice be given or time elapse or both.
7.5. CERTAIN RIGHTS OF THE ADMINISTRATIVE AGENT. If the
Administrative Agent shall request instructions from all of the Banks
(in the case of matters specified in the proviso of SECTION 8.1) or
the Majority Banks (in all other cases) with respect to any act or
action (including failure to act) in connection with this Agreement or
any other Loan Document, the
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Administrative Agent shall be entitled to refrain from such act or
taking such action unless and until the Administrative Agent shall
have received instructions from all of the Banks or the Majority
Banks, as the case may be; and it shall not incur liability to any
Person by reason of so refraining. Without limiting the foregoing, no
Bank or the holder of any Note shall have any right of action
whatsoever against the Administrative Agent as a result of its acting
or refraining from acting hereunder or under any other Loan Document
in accordance with the instructions of the Majority Banks or all of
the Banks, as the case may be. Furthermore, except for action
expressly required of the Administrative Agent hereunder, the
Administrative Agent shall in all cases be fully justified in failing
or refusing to act hereunder unless it shall be specifically
indemnified to its satisfaction by the Banks against any and all
liability and expense which may be incurred by it by reason of taking
or continuing to take any such action.
7.6. HOLDERS. Any request, authority or consent of any
Person who, at the time of making such request or giving such
authority or consent, is the holder of any Note shall be conclusive
and binding on any subsequent holder, transferee, assignee or
indorsee, as the case may be, of such Note or of any Note or Notes
issued in exchange therefor.
7.7. INDEMNIFICATION. The Banks agree to indemnify the
Administrative Agent (to the extent not reimbursed by the Borrower),
ratably according to the respective principal amounts of the Notes
then held by each of them (or if no principal of the Notes is at the
time outstanding or if any principal of the Notes is held by Persons
which are not Banks, ratably according to the respective amounts of
their Commitments then existing, or, if no such principal amounts are
then outstanding and no Commitments are then existing, ratably
according to the respective amounts of the Commitments existing
immediately prior to the termination thereof), from and against any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by, or asserted
against the Administrative Agent in any way relating to or arising out
of any of the Loan Documents or any action taken or omitted by the
Administrative Agent under the Loan Documents EXPRESSLY INCLUDING ANY
SUCH LIABILITY, OBLIGATION, LOSS, DAMAGE, PENALTY, ACTION, JUDGMENT,
SUIT, COST, EXPENSE OR DISBURSEMENT ATTRIBUTABLE TO THE ORDINARY, SOLE
OR CONTRIBUTORY NEGLIGENCE OF SUCH INDEMNIFIED PARTY; PROVIDED THAT NO
BANK SHALL BE LIABLE FOR ANY PORTION OF SUCH LIABILITIES, OBLIGATIONS,
LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES
OR DISBURSEMENTS RESULTING FROM THE ADMINISTRATIVE AGENT'S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT. IT IS THE INTENT OF THE BANKS THAT
THE ADMINISTRATIVE AGENT SHALL, TO THE EXTENT PROVIDED IN THIS SECTION
7.7, BE INDEMNIFIED FOR ITS ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE.
Without limitation of the foregoing, each Bank agrees to reimburse the
Administrative Agent promptly upon demand for such Bank's ratable
share of any reasonable out-of-pocket expenses (including reasonable
counsel fees) incurred by the Administrative Agent in connection with
the preparation, execution, delivery, administration, modification,
amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of
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rights or responsibilities under, the Loan Documents, or any of them,
to the extent that the Administrative Agent is not reimbursed for such
expenses by the Borrower.
7.8. RESIGNATION BY THE ADMINISTRATIVE AGENT. (a) The
Administrative Agent may resign from the performance of all its
functions and duties hereunder and under the other Loan Documents at
any time by giving 15 Business Days' prior written notice to the
Borrower and the Banks. Such resignation shall take effect upon the
appointment of a successor Administrative Agent pursuant to CLAUSES
(b) and (c) below or as otherwise provided below.
(b) Upon any such notice of resignation, the Majority Banks
shall have the right to appoint a successor Administrative Agent which
shall be a commercial bank or trust company reasonably acceptable to
the Borrower.
(c) If a successor to a resigning Administrative Agent
shall not have been so appointed within such 15 Business Day period,
the resigning Administrative Agent, with the consent of the Borrower
(which consent will not be unreasonably withheld), shall have the
right to then appoint a successor Administrative Agent who shall serve
as Administrative Agent until such time, if any, as the Majority Banks
appoint a successor Administrative Agent as provided above.
(d) If no successor Administrative Agent has been appointed
pursuant to CLAUSE (b) or (c) above and shall have accepted such
appointment by the 20th Business Day after the date such notice of
resignation was given by the resigning Administrative Agent, the
resigning Administrative Agent's resignation shall become effective
and the Banks shall thereafter perform all the duties of the resigning
Administrative Agent hereunder and under any other Loan Document until
such time, if any, as the Majority Banks appoint a successor
Administrative Agent as provided above.
ARTICLE VIII
MISCELLANEOUS
8.1. AMENDMENTS, ETC. No amendment or waiver of any
provision of any Loan Document, nor consent to any departure by the
Borrower therefrom, shall in any event be effective unless the same
shall be in writing and signed by the Majority Banks, and then such
waiver or consent shall be effective only in the specific instance and
for the specific purpose for which given; PROVIDED, HOWEVER, that no
amendment, waiver or consent shall, unless in writing and signed by
all the Banks, do any of the following: (a) waive any of the
conditions specified in ARTICLE III, (b) increase the Commitments of
the Banks or subject the Banks to any additional obligations, except
as provided in SECTION 2.15, (c) forgive or reduce the principal of,
or interest on, the Notes or any fees or other amounts payable
hereunder, (d) postpone any date fixed for any payment of principal
of, or interest on, the Notes or any fees or other amounts payable
hereunder, (e) take any action which requires the consent of all the
Banks pursuant to the terms
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of any Loan Document, (f) change the percentage of the Commitments or
of the aggregate unpaid principal amount of the Notes which shall be
required for the Banks or any of them to take any action under any
Loan Document or (g) amend this SECTION 8.1; and PROVIDED, FURTHER,
that no amendment, waiver or consent shall, unless in writing and
signed by the Administrative Agent in addition to the Banks required
above to take such action, affect the rights or duties of the
Administrative Agent under any Loan Document.
8.2. NOTICES, ETC. All notices and other communications
provided for hereunder shall be in writing (including telecopier
communication) and mailed, telecopied or delivered, if to the
Borrower, at its address or telecopier number set forth below:
Enron Oil & Gas Company
1400 Smith Street
Houston, Texas 77002
Attention: Kurt S. Huneke
Vice President, Finance and Treasurer
Telecopier No.: 713-646-3422
if to any Bank, at its Domestic Lending Office; if to the
Administrative Agent, at its address or telecopier number set forth
below:
Texas Commerce Bank National Association
712 Main Street
Houston, Texas 77002
Attention: Mr. James R. McBride
Energy Group
Telecopier No.: 713-216-4117
or, as to the Borrower or the Administrative Agent, at such other
address as shall be designated by such party in a written notice to
the other parties and, as to each other party, at such other address
as shall be designated by such party in a written notice to the
Borrower and the Administrative Agent. All such notices and
communications shall be effective, if mailed, two Business Days after
deposit in the mails; if sent by overnight courier, one Business Day
after delivery to the courier company; and if sent by telecopier, when
received by the receiving telecopier equipment, respectively;
PROVIDED, HOWEVER, that (a) notices and communications to the
Administrative Agent shall not be effective until received by the
Administrative Agent and (b) telecopied notices received by any party
after its normal business hours (or on a day other than a Business
Day) shall be effective on the next Business Day.
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8.3. NO WAIVER; REMEDIES. No failure on the part of any
Bank or the Administrative Agent to exercise, and no delay in
exercising, and no course of dealing with respect to, any right under
any Loan Document shall operate as a waiver thereof; nor shall any
single or partial exercise of any such right preclude any other or
further exercise thereof or the exercise of any other right. The
remedies provided in the Loan Documents are cumulative and not
exclusive of any remedies provided by law or in equity.
8.4. COSTS, EXPENSES AND TAXES. (a) Subject to SECTION 8.8,
the Borrower agrees to pay on demand (1) all reasonable costs and
expenses in connection with the preparation, execution, delivery,
administration, modification and amendment of the Loan Documents and
the other documents to be delivered under the Loan Documents,
including the reasonable fees and out-of-pocket expenses of one law
firm as counsel for the Administrative Agent with respect to
preparation, execution and delivery of the Loan Documents and the
satisfaction of the matters referred to in SECTION 3.1, and (2) all
legal and other costs and expenses, if any, of the Administrative
Agent and each Bank in connection with the enforcement (whether
through negotiations, legal proceedings or otherwise) of the Loan
Documents and the other documents to be delivered under the Loan
Documents or incurred in connection with any workout, restructuring or
bankruptcy.
(b) If any payment or purchase of principal of, or
Conversion of, any Adjusted CD Rate Advance or Eurodollar Advance is
made other than on the last day of an Interest Period relating to such
Advance, as a result of a payment, purchase or Conversion pursuant to
SECTIONS 2.7(f), 2.8, 2.9, 2.10, 2.11, 2.13 or 2.18 or acceleration of
the maturity of the Notes pursuant to SECTION 6.1 or for any other
reason, the Borrower, subject to SECTION 8.8, shall, upon demand by
any Bank (with a copy of such demand to the Administrative Agent), pay
to the Administrative Agent for the account of such Bank any amounts
required to compensate such Bank for any additional losses, costs or
expenses which it may reasonably incur as a result of such payment,
purchase or Conversion, including, without limitation, any loss
(excluding loss of anticipated profits), cost or expense incurred by
reason of the liquidation or reemployment of deposits or other funds
acquired by such Bank to fund or maintain such Advance. A certificate
in reasonable detail as to the basis for and the amount of such loss,
costs or expense, submitted to the Borrower and the Administrative
Agent by such Bank, shall be conclusive and binding for all purposes,
absent manifest error.
(c) The Borrower agrees, to the fullest extent not
prohibited by law, to indemnify and hold harmless the Administrative
Agent and each Bank and each of their respective directors, officers,
employees and agents from and against any and all claims, damages,
liabilities and expenses (including, without limitation, reasonable
fees and disbursements of counsel and claims, damages, liabilities and
expenses relating to environmental matters) for which any of them may
become liable or which may be incurred by or asserted against the
Administrative Agent or such Bank or any such director, officer,
employee or agent other than by the Administrative Agent or another
Bank or any of their respective successors or assigns), in each case
in connection with or arising out of or by reason of any
investigation, litigation, or proceeding, whether or not the
Administrative Agent or such Bank or any such
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director, officer, employee or agent is a party thereto, arising out
of, related to or in connection with this Agreement or any other Loan
Document or any transaction in which any proceeds of all or any part
of the Advances are applied (EXPRESSLY INCLUDING ANY SUCH CLAIM,
DAMAGE, LIABILITY OR EXPENSE ATTRIBUTABLE TO THE ORDINARY, SOLE OR
CONTRIBUTORY NEGLIGENCE OF SUCH INDEMNIFIED PARTY, BUT EXCLUDING ANY
SUCH CLAIM, DAMAGE, LIABILITY OR EXPENSE ATTRIBUTABLE TO THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY). IT IS
THE INTENT OF THE PARTIES HERETO THAT THE ADMINISTRATIVE AGENT AND
EACH BANK, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND
AGENTS, SHALL, TO THE EXTENT PROVIDED IN THIS SECTION 8.4(c), BE
INDEMNIFIED FOR THEIR OWN ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE.
8.5. RIGHT OF SET-OFF. Upon (a) the occurrence and during
the continuance of any Event of Default and (b) the making of the
request or the granting of the consent specified by SECTION 6.1 to
authorize the Administrative Agent to declare the Notes due and
payable pursuant to the provisions of SECTION 6.1, each Bank is hereby
authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all deposits (general
or special, time or demand, provisional or final) at any time held and
other indebtedness at any time owing by such Bank to or for the credit
or the account of the Borrower against any and all of the obligations
of the Borrower now or hereafter existing under this Agreement and the
Note held by such Bank, irrespective of whether or not the
Administrative Agent or such Bank shall have made any demand under
this Agreement or such Note and although such obligations may be
unmatured. Each Bank agrees promptly to notify the Borrower after any
such set-off and application made by such Bank; PROVIDED that the
failure to give such notice shall not affect the validity of such
set-off and application. The rights of each Bank under this SECTION
8.5 are in addition to other rights and remedies (including, without
limitation, other rights of set-off) which such Bank may have.
8.6. BINDING EFFECT; ASSIGNMENTS; PARTICIPATIONS. (a) This
Agreement shall become effective when it shall have been executed by
the Borrower and the Administrative Agent and when the Administrative
Agent shall have, as to each Bank, either received a copy of a
signature page hereof executed by such Bank or been notified by such
Bank that such Bank has executed it and thereafter shall be binding
upon and inure to the benefit of and be enforceable by the Borrower,
the Administrative Agent and each Bank and their respective successors
and assigns, except that the Borrower shall not have the right to
assign its rights hereunder or any interest herein without the express
prior written consent of the Banks (other than an assignment
effectuated by a merger or consolidation permitted by SECTION 5.2(e)
to the surviving Person referred to therein). Each Bank may assign to
one or more banks or other entities all or any part of, or may grant
participations to one or more banks or other entities in accordance
with applicable law in or to all or any part of, the Advances owing to
such Bank and the Note held by such Bank and any such Bank's
continuing obligations with respect thereto, and to the extent of any
such assignment or participation (unless otherwise stated therein) the
assignee or purchaser of such assignment or participation shall, to
the fullest extent permitted
-41-
<PAGE>
by law, have the same rights to payment hereunder and under such Note
as it would have if it were such Bank hereunder; PROVIDED that (x)
such Bank's obligations under this Agreement, including its
Commitment, shall remain unchanged, such Bank shall remain solely
responsible for the performance thereof, such Bank shall remain the
holder of any such Note for all purposes under this Agreement, and the
Borrower, the other Banks and the Administrative Agent shall continue
to deal solely and directly with such Bank in connection with such
Bank's rights and obligations under this Agreement; (y) no such
assignee or participant shall be entitled to receive any greater
payment pursuant to SECTIONS 2.6, 2.10 and 2.13 than such Bank would
have been entitled to receive with respect to the rights assigned or
participated except as a result of circumstances arising after the
date of such assignment or participation to the extent that such
circumstances affect other Banks and participants generally; and (z)
no Bank shall assign or grant a participation that conveys to the
assignee or participant the right to vote or consent under this
Agreement, other than the right to vote upon or consent to (1) any
increase in the amount of such Bank's Commitment; (2) any reduction of
the principal amount of, or interest to be paid on, such Bank's
Advance or Advances or Note; (3) any reduction of the facility fee; or
(4) any postponement of the due date in respect of any amounts owed to
such Bank under any Loan Document.
(b) Notwithstanding anything to the contrary in SECTION
8.6(a), in accordance with applicable law (x) any Bank may assign a
portion of its Commitment and its rights and obligations to one or
more Banks, and (y) any Bank may assign a portion, in an amount of at
least $10,000,000 of its Commitment (PROVIDED such assignment does not
result in the remaining Commitment of the assigning Bank being less
than $10,000,000), and its rights and obligations hereunder to another
commercial bank or financial institution, in the case of assignments
pursuant to CLAUSE (y) above with prior written consents of the
Administrative Agent and the Borrower, which consents shall not be
unreasonably withheld, each of which assignees pursuant to CLAUSE (y)
to become a party to this Agreement as a Bank by executing and
delivering to the Administrative Agent an amendment to this Agreement
or a supplemental agreement with the assigning Bank, which amendment
or supplemental agreement shall be in form and substance reasonably
satisfactory to the Administrative Agent and shall (among other
matters) specify the CD Lending Office, the Domestic Lending Office
and the Eurodollar Lending Office of such commercial bank or financial
institution; PROVIDED that, in the case of each such assignment, (A)
at such time the signature pages to this Agreement shall be deemed to
be modified to reflect the Commitments of such assignee Bank and of
the existing Banks, (B) the Borrower shall issue new Notes to such
assignee Bank and to the assigning Bank to reflect the revised
Commitments and (C) the Administrative Agent shall receive at the time
of such assignment, from the assigning or assignee Bank, a
non-refundable assignment fee of $2,500. To the extent of any
assignment pursuant to this SECTION 8.6(b), the assigning Bank shall
be relieved of its obligations hereunder with respect to its assigned
Commitment.
(c) In addition to the assignments and participations
permitted under SUBSECTIONS (a) and (b) of this SECTION 8.6, any Bank
may assign, as collateral or otherwise, any of its rights (including
rights to payments of principal of and/or interest on the Notes) under
any Loan Document to any Federal Reserve Bank without notice to or
consent of the Borrower or
-42-
<PAGE>
the Administrative Agent; PROVIDED, that no such assignment under this
SUBSECTION (c) shall release the assigning Bank from its obligations
hereunder.
8.7. GOVERNING LAW; ENTIRE AGREEMENT. THIS AGREEMENT AND
THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF TEXAS. This Agreement, the Notes, the other Loan
Documents and any fee letter to the Administrative Agent signed by the
Borrower constitute the entire understanding among the parties hereto
with respect to the subject matter hereof and supersede any prior
agreements, written or oral, with respect thereto.
8.8. INTEREST. The parties to this Agreement intend to
strictly comply with all applicable laws, including applicable usury
laws. Accordingly, the provisions of this SECTION 8.8 shall govern
and control over every other provision of any Loan Document which
conflicts or is inconsistent with this SECTION 8.8, even if such
provision declares that it controls. As used in this SECTION 8.8, the
term "interest" includes the aggregate of all charges, fees, benefits
or other compensation which constitute interest under applicable law;
PROVIDED that, to the maximum extent permitted by applicable law, (a)
any non-principal payment shall be characterized as an expense or as
compensation for something other than the use, forbearance or
detention of money, and not as interest and (b) all interest at any
time contracted for, taken, reserved, charged or received shall be
amortized, prorated, allocated and spread during the full term of the
Advances and the Commitments. In no event shall the Borrower or any
other Person be obligated to pay, or the Administrative Agent or any
Bank have any right or privilege to reserve, receive or retain, (x)
any interest in excess of the maximum amount of nonusurious interest
permitted under the laws of the State of Texas or the applicable laws
(if any) of the United States or of any other state or (y) total
interest in excess of the amount which the Administrative Agent or
such Bank could lawfully have contracted for, reserved, received,
retained or charged had the interest been calculated for the full term
of the Advances at the Highest Lawful Rate. On each day, if any, that
the interest rate (the "STATED RATE") called for under any Loan
Document exceeds the Highest Lawful Rate, the rate at which interest
shall accrue shall automatically be fixed by operation of this
sentence at the Highest Lawful Rate for that day, and shall remain
fixed at the Highest Lawful Rate for each day thereafter until the
total amount of interest accrued equals the total amount of interest
which would have accrued if there were no such ceiling rate as is
imposed by this sentence. Thereafter, interest shall accrue at the
Stated Rate unless and until the Stated Rate again exceeds the Highest
Lawful Rate when the provisions of the immediately preceding sentence
shall again automatically operate to limit the interest accrual rate.
The daily interest rates to be used in calculating interest at the
Highest Lawful Rate shall be determined by dividing the applicable
Highest Lawful Rate per annum by the number of days in the calendar
year for which such calculation is being made. None of the terms and
provisions contained in any Loan Document which directly or indirectly
relate to interest shall ever be construed without reference to this
SECTION 8.8, or be construed to create a contract to pay for the use,
forbearance or detention of money at an interest rate in excess of the
Highest Lawful Rate. If the term of any of the Notes is shortened by
reason of acceleration of maturity or by reason of any required or
permitted prepayment, and if for that (or any other) reason the
Administrative Agent or any Bank at any time, including the stated
maturity, is owed
-43-
<PAGE>
or receives (and/or has received) interest in excess of interest
calculated at the Highest Lawful Rate, then and in any such event all
of any such excess interest shall be cancelled automatically as of the
date of such acceleration, prepayment or other event which produces
the excess, and, if such excess interest has been paid to the
Administrative Agent or such Bank, it shall be credited PRO TANTO
against the then outstanding principal balance of the Borrower's
obligations to the Administrative Agent or such Bank, effective as of
the date or dates when the event occurs which causes it to be excess
interest, until such excess is exhausted or all of such principal has
been fully paid and satisfied, whichever occurs first, and any
remaining balance of such excess shall be promptly refunded to its
payor.
8.9. CAPTIONS. Captions and SECTION headings appearing
herein are included solely for convenience of reference and are not
intended to affect the interpretation of any provision of this
Agreement.
8.10. CONFIDENTIALITY. Each Bank agrees that it will
use reasonable efforts not to disclose without the prior consent of
the Borrower (other than to its employees, auditors or counsel, to
another Bank, or to such Bank's own holding or parent company and its
affiliates, in each case if the disclosing Bank or its holding or
parent company in its sole discretion determines that any such party
should have access to such information) any information with respect
to the Borrower or its Subsidiaries which is furnished pursuant to
this Agreement or any other Loan Document and which is designated by
the Borrower to the Banks in writing as confidential; PROVIDED that
any Bank may disclose any such information (a) as has become generally
available to the public, (b) as may be required or appropriate in any
report, statement or testimony submitted to any municipal, state or
federal regulatory body having or claiming to have jurisdiction over
such Bank or to the Federal Reserve Board or the FDIC or similar
organizations (whether in the United States or elsewhere), (c) as may
be required or appropriate in response to any summons or subpoena or
in connection with any litigation, (d) in order to comply with any
law, order, regulation or ruling applicable to such Bank, and (e) to
the prospective transferee in connection with any contemplated
transfer of any of the Notes or any interest therein by such Bank;
PROVIDED, FURTHER, that such prospective transferee executes an
agreement with the Borrower containing provisions substantially
identical to those contained in this SECTION 8.10.
8.11. SURVIVAL; TERM; REINSTATEMENT. In addition to the
other provisions of this Agreement expressly stated to survive the
termination of this Agreement, the obligations of the Borrower under
SECTIONS 2.6, 2,10, 2.13, 2.18 and 8.4 and the last sentence of this
SECTION 8.11 and the obligations of the Banks under SECTION 8.10 shall
survive the termination of this Agreement. The Borrower agrees that
if at any time all or any part of any payment previously applied by
any Bank to any Advance or other sum hereunder is or must be returned
by or recovered from such Bank for any reason (including the order of
any bankruptcy court), the Loan Documents shall automatically be
reinstated to the same effect as if the prior application had not been
made, and the Borrower hereby agrees to indemnify such Bank against,
and to save and hold such Bank harmless from, any required return by
or recovery from such Bank of any such payment.
-44-
<PAGE>
8.12. SEVERABILITY. Whenever possible, each provision
of the Loan Documents shall be interpreted in such manner as to be
effective and valid under applicable law. If any provision of any
Loan Document shall be invalid, illegal or unenforceable in any
respect under any applicable law, the validity, legality and
enforceability of the remaining provisions of such Loan Document shall
not be affected or impaired thereby.
8.13. CHAPTER 15 NOT APPLICABLE. Chapter 15 of the
Texas Credit Code shall not apply to any Loan Document or to any
Commitment or Advance, nor shall any Loan Document be governed by or
be subject to the provisions of such Chapter 15 in any manner
whatsoever.
8.14. EXECUTION IN COUNTERPARTS. This Agreement may be
executed in any number of counterparts and by different parties hereto
in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall
constitute one and the same agreement.
8.15. WAIVER OF NOTICE. Each Bank that is a party to
the Prior Credit Facility hereby WAIVES (both in its capacity as a
"Bank" thereunder and, if applicable, in its capacity as "Agent"
thereunder), to the extent permitted by law, the requirement of notice
of termination contemplated by SECTION 2.04(b) of the Prior Credit
Facility.
-45-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
BORROWER:
ENRON OIL & GAS COMPANY
By:
Walter C. Wilson
Senior Vice President and
Chief Financial Officer
<PAGE>
ADMINISTRATIVE AGENT:
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION
COMMITMENT
$30,000,000 By:
James R. McBride
Senior Vice President
<PAGE>
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
COMMITMENT
$10,000,000
By:
Name: John R. Madden
Title: Vice President
<PAGE>
THE BANK OF NEW YORK
COMMITMENT
$20,000,000
By:
Name: Daniel T. Gates
Title: Vice President
<PAGE>
THE BANK OF NOVA SCOTIA
COMMITMENT
$10,000,000
By:
Name: A. S. Norsworthy
Title: Assistant Agent
<PAGE>
CREDIT LYONNAIS CAYMAN ISLAND BRANCH
COMMITMENT
$10,000,000
By:
Name: R. A. Touis
Title: Authorized Signatory
<PAGE>
CREDIT SUISSE
COMMITMENT
$10,000,000
By:
Name: Geoffrey M. Craig
Title: Member of Senior Management
By:
Name: Kristinn R. Kristinsson
Title: Associate
<PAGE>
THE FIRST NATIONAL BANK OF CHICAGO
COMMITMENT
$10,000,000
By:
Name: Helen A. Carr
Title: Vice President
<PAGE>
<TABLE>
SCHEDULE I
(BASIS POINTS)
<CAPTION>
Level I Level II Level III
<S> <C> <C> <C>
Basis for Pricing If the Borrower's If the Borrower's If the Borrower's
Senior Unsecured Long Senior Unsecured Long Senior Unsecured Long
Term Debt is rated A Term Debt is rated Term Debt is rated BBB
or better by S&P or A2 BBB+ or better by S&P and Baa2 by
or better by Moody's. by S&P or Baa1 or Moody's.
better by Moody's.
Facility Fee 12.5 15.0 17.5
*Unused* Cost 12.5 15.0 17.5
p.a.
If Facility usage is below 50%:
Eurodollar + 20.0 20.0 20.0
Base Rate + 0 0 0
CD + 32.5 32.5 32.5
*Used* 32.5 35.0 37.5
Eurodollar +
If Facility usage is at or above 50%:
Eurodollar + 25.0 30.0 30.0
Base Rate + 0 0 0
CD + 37.5 42.5 42.5
*Used* 37.5 45.0 47.5
Eurodollar +
<CAPTION>
Level IV Level V Level VI
<S> <C> <C> <C>
Basis for Pricing If the Borrower's If the Borrower's If the Borrower's
Senior Unsecured Long Senior Unsecured Long Senior Unsecured Long
Term Debt is rated BBB Term Debt is rated BBB Term Debt is rated BB+
by S&P by S&P and Baa3 by or lower
or Baa3 by Moody's. by S&P and Ba1 or
Moody's. lower by Moody's
or is not rated by
either S&P or Moody's.
Facility Fee 20.0 25.0 35.0
*Unused* Cost 20.0 25.0 35.0
p.a.
If Facility usage is below 50%:
Eurodollar + 40.0 45.0 65.0
Base Rate + 0 0 0
CD + 52.5 57.5 77.5
*Used* 60.0 70.0 100.0
Eurodollar +
If Facility usage is at or above 50%:
Eurodollar + 50.0 55.0 75.0
Base Rate + 0 0 0
CD + 62.5 67.5 87.5
*Used* 70.0 80.0 110.0
Eurodollar +
* Facility Fee plus spread over Eurodollar
</TABLE>
<PAGE>
SCHEDULE II
Applicable Lending Offices
TEXAS COMMERCE BANK NATIONAL ASSOCIATION
Domestic and Eurodollar Lending Offices:
712 Main Street
Houston, Texas 77002
Attention: Manager, Energy Group
Fax: 713/216-4117
Telex: 166-053 (Answerback: TCB HOU)
ABA #113000609
For Credit to Account #20730
Attn: Loan Syndicate Services Gale Manning
Reference: Enron Oil & Gas
(Borrrowings, paydowns, commitment reductions, fees, etc.)
THE BANK OF NEW YORK
EURODOLLAR LENDING OFFICE
101 Barclay Street
ABA#021000018
Eurodollar Cayman Funding Area
Libor Acct #803-3140-992
Reference: Enron Oil & Gas
(ref., fees, int., prin.)
DOMESTIC LENDING OFFICE:
Commercial Loan Servicing Dept.
Account #BBK #111-556
Reference: Enron Oil & Gas
(ref., fees, int., prin.)
THE BANK OF NOVA SCOTIA
DOMESTIC AND EURODOLLAR LENDING OFFICES
The Bank of Nova Scotia
600 Peachtree Street N.E., Suite 2700
Atlanta, Georgia 30308
Phone: 404/877-1500
Fax: 404/888-8998
<PAGE>
CREDIT LYONAIS CAYMAN ISLAND BRANCH
DOMESTIC AND EURODOLLAR LENDING OFFICES:
Mr. David Dodd
Credit Lyonnais Cayman Island Branch
Houston Office, 1000 Louisiana, Suite 5360
Houston, Texas 77002
THE FIRST NATIONAL BANK OF CHICAGO
DOMESTIC AND EURODOLLAR LENDING OFFICES:
One First National Plaza
Chicago, Illinois 60670
Attn: Bill Laird
Phone: 312/732-5635
Fax: 312/732-4840
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
DOMESTIC AND EURODOLLAR LENDING OFFICES:
Bank of America National Trust and Savings Association
ABA #121000358, Account #1233183980
1850 Gateway Boulevard, 4th Floor
Concord, California 94520
Attn: Camille Gibby, Acct. Admin.
Phone: 510/675-7759
Fax: 510/675-7531
CREDIT SUISSE
DOMESTIC AND EURODOLLAR LENDING OFFICES:
Credit Suisse
Credit Administration
Attn: Hazel Leslie
Tower 49-12 East 49th Street
New York, New York 10017
Phone: 212/238-5218
Fax: 212/238-5245
SCHEDULE II
<PAGE>
PROMISSORY NOTE
EXHIBIT A
U.S. $ Houston, Texas , 19
FOR VALUE RECEIVED, the undersigned, Enron Oil & Gas Company, a
Delaware corporation (the "BORROWER"), HEREBY PROMISES TO PAY to the
order of
(the "BANK") for the account of its
Applicable Lending Office (as defined in the Credit Agreement referred
to below) on or before January 15, 1998 the principal sum of
U.S. dollars (U.S. $__________) or, if less, the
aggregate unpaid principal amount of the Advances (as defined in the
Revolving Credit Agreement of even date herewith among the Borrower,
the Bank, certain other lenders parties thereto and Texas Commerce
Bank National Association, as Administrative Agent for the Bank and
such other lenders; such Credit Agreement, as amended from time to
time being herein referred to as the "CREDIT AGREEMENT") owing to the
Bank outstanding on the Termination Date; PROVIDED that for the full
term of this Promissory Note the interest rate produced by the
aggregate of all sums paid or agreed to be paid to the holder of this
Promissory Note for the use, forbearance or detention of the debt
evidenced hereby shall not exceed the Highest Lawful Rate (as defined
in the Credit Agreement).
The Borrower promises to pay interest on the unpaid principal
amount of each Advance owing to the Bank from the date of such Advance
until such principal amount is paid in full, at such interest rates,
and due at such times, as are specified in the Credit Agreement.
Both principal and interest are payable in lawful money of the
United States of America to Texas Commerce Bank National Association,
as Administrative Agent, at 712 Main Street, Houston, Texas, in same
day funds. Each Advance owed to the Bank by the Borrower pursuant to
the Credit Agreement, and all payments made on account of principal
thereof, shall be recorded by the Bank and, prior to any transfer
hereof, endorsed on the grid attached hereto which is part of this
Promissory Note; PROVIDED that the failure of the Bank to make any
such recordation or endorsement shall not affect the obligations of
the Borrower hereunder or under the Credit Agreement.
This Promissory Note is one of the Notes referred to in, and is
subject to and is entitled to the benefits of, the Credit Agreement.
The Credit Agreement, among other things, (a) provides for the making
of Advances by the Bank to the Borrower from time to time in an
aggregate amount not to exceed at any one time outstanding the U.S.
dollar amount first above mentioned, the indebtedness of the Borrower
resulting from each Advance owing to the Bank being evidenced by this
Promissory Note, and (b) contains provisions for acceleration of the
maturity hereof upon the happening of certain stated events and also
for prepayments on account of principal hereof prior to the maturity
hereof upon the terms and conditions therein specified. Unless
otherwise defined herein, any term used in this Promissory Note and
defined in the Credit Agreement shall have the meaning ascribed to it
in the Credit Agreement.
<PAGE>
Except only for any notices which are specifically required by
the Credit Agreement, the Borrower waives notice (including, but not
limited to, notice of intent to accelerate and notice of acceleration,
notice of protest and notice of dishonor), demand, presentment for
payment and protest.
THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
ENRON OIL & GAS COMPANY, a
Delaware corporation
By:
Title:
<PAGE>
<TABLE>
ADVANCES AND PAYMENTS OF PRINCIPAL
<CAPTION>
Amount of
Amount Principal Unpaid
of Type of Paid or Principal Notation
Date Advance Advance Prepaid Balance Made By
<S> <C> <C> <C> <C> <C>
</TABLE>
<PAGE>
NOTICE OF BORROWING
EXHIBIT B
Texas Commerce Bank
National Association,
as Administrative Agent
712 Main Street
Houston, Texas 77002
{Date}
Attention: Manager, Energy Group
5 TCB-N 86
Ladies and Gentlemen:
The undersigned, Enron Oil & Gas Company, refers to the Revolving
Credit Agreement, dated as of March 11, 1994 (such Revolving Credit
Agreement, as amended from time to time being herein referred to as
the "CREDIT AGREEMENT", the terms defined therein being used herein as
therein defined), among the undersigned, certain Banks parties thereto
and Texas Commerce Bank National Association, as Administrative Agent
for said Banks, and hereby gives you notice, irrevocably, pursuant to
SECTION 2.2 of the Credit Agreement that the undersigned hereby
requests a Borrowing under the Credit Agreement, and in that
connection sets forth below the information relating to such Borrowing
(the "PROPOSED BORROWING") as required by SECTION 2.2(a) of the Credit
Agreement:
(1) The Business Day of the Proposed Borrowing is
________________, 199___.
(2) The type of Advances comprising the Proposed Borrowing
is {Base Rate Advances} {Adjusted CD Rate Advances} {Eurodollar
Advances}.
(3) The aggregate amount of the Proposed Borrowing is
$___________.
*{(4) The initial Interest Period for each Advance made
as part of the Proposed Borrowing is _______ (days) (months).}
The undersigned hereby certifies that the following statements
are true on the date hereof, and will be true on the date of the
Proposed Borrowing:
*To be included for a Proposed Borrowing comprised of Adjusted CD Rate
Advances or Eurodollar Advances.
<PAGE>
(A) the representations and warranties contained in SECTION
4.1 of the Credit Agreement are correct, before and after giving
effect to the Proposed Borrowing and to the application of the
proceeds therefrom, as though made on and as of such date; and
(B) no event has occurred and is continuing, or would
result from such Proposed Borrowing or from the application of
the proceeds therefrom, which constitutes an Event of Default or
would constitute an Event of Default but for the requirement that
notice be given or time elapse or both.
Very truly yours,
ENRON OIL & GAS COMPANY
By:
Title:
<PAGE>
EXHIBIT C
Vinson & Elkins L.L.P.
2500 First City Tower
1001 Fannin
Houston, Texas 77002-6760
{Date}
To each of the Banks parties
to the Revolving Credit Agreement
dated as of March 11, 1994 among
Enron Oil & Gas Company, said Banks
and Texas Commerce Bank National
Association, as Administrative
Agent for said Banks and to
such Administrative Agent
Re: ENRON OIL & GAS COMPANY
Ladies and Gentlemen:
This opinion is furnished to you pursuant to Section 3.1(d)
of the Revolving Credit Agreement, dated as of March 11, 1994 (the
"Credit Agreement"), among Enron Oil & Gas Company (the "Borrower"),
the Banks parties thereto and Texas Commerce Bank National
Association, as Administrative Agent for said Banks. Except as
otherwise defined herein, terms defined in the Credit Agreement are
used herein as therein defined.
We have acted as counsel for the Borrower in connection with
the preparation, execution, delivery and effectiveness of the Credit
Agreement.
In that connection, we have examined:
(1) The Credit Agreement; and
(2) The other documents furnished by the Borrower pursuant
to the conditions precedent set forth in Section 3.1 of
the Credit Agreement.
We have also examined the originals, or copies certified to
our satisfaction, of the documents listed in a certificate of the
Senior Vice President and Chief Financial Officer of the Borrower
dated the date hereof (the "Officer's Certificate"), certifying that
the documents listed in such certificate include all of the material
(meaning for purposes of this opinion those creating a monetary
liability of $50,000,000 or more) indentures, loan or credit
agreements, receivables sale or financing agreements, lease financing
agreements,
<PAGE>
capital leases, mortgages, security agreements, bonds and notes
(except bonds and notes issued pursuant to the aforesaid indentures
and loan or credit agreements), and guaranties of any such
obligations, to which the Borrower is subject and to the effect that
there are no orders, writs, judgments, awards, injunctions or decrees,
which affect or purport to affect the Borrower's right to borrow money
or the Borrower's obligations under the Loan Documents. In addition,
we have (i) investigated such questions of law and (ii) relied on such
certificates from officers and representatives of the Borrower and
from public officials, as we have deemed necessary or appropriate for
the purposes of this opinion.
In rendering the opinions herein set forth, we have assumed
(i) the due authorization, execution and delivery of each document
referred to in clauses (1) and (2) of the third paragraph of this
opinion by all parties to such documents and that each such document
is valid, binding and enforceable (subject to limitations on
enforceability of the types referred to in paragraphs (a) and (b)
below) against the parties thereto other than the Borrower, (ii) the
legal capacity of natural persons, (iii) the genuineness of all
signatures, (iv) the authenticity of all documents submitted to us as
originals and (v) the conformity to original documents of all
documents submitted to us as copies.
Based upon the foregoing and upon such investigation as we
have deemed necessary, we are of the following opinion:
1. No authorization, approval or other action by, and no
notice to or filing with, any governmental authority or
regulatory body is required to be made or obtained by the
Borrower for the execution, delivery and performance by the
Borrower of each Loan Document.
2. The execution, delivery and performance by the Borrower
of each Loan Document does not contravene (i) any provision of
law or regulation (including, without limitation, Regulation X
issued by the Federal Reserve Board) applicable to the Borrower
or of Regulation U issued by the Federal Reserve Board, or
(ii) any contractual or legal restriction contained in any
material document listed in the Officer's Certificate.
3. The Credit Agreement and the Notes constitute the
legal, valid and binding obligations of the Borrower enforceable
against the Borrower in accordance with their terms.
4. The Borrower is not an "investment company" within the
meaning of the Investment Company Act of 1940, as amended.
5. Neither the Borrower nor any Principal Subsidiary is a
"holding company" or a "subsidiary company" of a "holding
company", in each case as such terms are defined in the Public
Utility Holding Company Act of 1935, as amended, or regulated
pursuant to such Act or the rules and regulations promulgated
thereunder or any order or interpretation of the Securities and
Exchange Commission or its staff issued pursuant thereto.
The opinions set forth above are subject to the following
qualifications:
<PAGE>
(a) Our opinion in paragraph 3 above is subject, as to
enforceability, to the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or similar law affecting
creditors' rights generally.
(b) Our opinion in paragraph 3 above is subject, as to
enforceability, to the effect of general principles of equity
(regardless of whether considered in a proceeding in equity or at
law), including without limitation, concepts of materiality,
reasonableness, good faith and fair dealing, and also to the
possible unavailability of specific performance or injunctive
relief. Such principles of equity are of general application,
and in applying such principles a court, among other things,
might not allow a creditor to accelerate maturity of a debt upon
the occurrence of a default deemed immaterial or might decline to
order the Borrower to perform covenants.
In rendering the opinions expressed in paragraphs 1, 2 and 3
above, we have relied upon the opinions stated in paragraphs 1 and 2
(so far as such paragraph 2 relates to the corporate powers of, and
due authorization of the Loan Documents by, the Borrower) of the
opinion, dated today, of the Vice President and General Counsel of the
Borrower which is being delivered to you pursuant to Section 3.1(e) of
the Credit Agreement.
In rendering the opinions expressed in paragraph 2 above we
have made no examination of any accounting or financial matters and
express no opinion with respect thereto.
We have not been called upon to, and accordingly do not,
express any opinion as to the various state and Federal laws
regulating banks or the conduct of their business (except Regulation U
issued by the Federal Reserve Board) that may relate to the Loan
Documents or the transactions contemplated thereby. Without limiting
the generality of the foregoing, we express no opinion as to the
effect of the law of any jurisdiction other than the State of Texas
wherein any Bank may be located or where any enforcement of the Loan
Documents may be sought which limits the rates of interest legally
chargeable or collectible.
This opinion is limited to the laws of the State of Texas,
the General Corporation Law of the State of Delaware and the Federal
law of the United States.
The opinions herein have been furnished at your request and
are solely for your benefit and the benefit of your respective
successors, assigns, participants, and other transferees in connection
with the subject transaction and may not be relied upon by any other
person or by you or any other person in any other context without the
prior written consent of the undersigned.
Very truly yours,
Vinson & Elkins L.L.P.
<PAGE>
EXHIBIT D
Enron Oil & Gas Company
{Date}
To each of the Banks parties
to the Revolving Credit Agreement
dated as of March 11, 1994 among
Enron Oil & Gas Company, said Banks
and Texas Commerce Bank National
Association as Administrative
Agent for said Banks and to such
Administrative Agent
Re: $100,000,000 Revolving Credit Agreement of even date
herewith among Enron Oil & Gas Company, as Borrower, the
Banks named therein and Texas Commerce Bank National
Association, as Administrative Agent
Ladies and Gentlemen:
As Vice President and General Counsel of Enron Oil & Gas
Company, a Delaware corporation (the "Borrower"), I am familiar with
the Revolving Credit Agreement (the "Credit Agreement") dated as of
March 11, 1994 among the Borrower, the Banks listed on the signature
pages thereto and Texas Commerce Bank National Association as
Administrative Agent for said Banks. In such capacities, I am also
familiar with the Restated Certificate of Incorporation, as amended,
and By-laws, as amended, of the Borrower. This opinion is being
furnished to you pursuant to Section 3.1(e) of the Credit Agreement.
Terms defined in the Credit Agreement and not otherwise defined are
used herein as therein defined.
Before rendering the opinion hereinafter set forth, I (or
other attorneys with the Borrower's legal department acting under my
direction) have examined the Loan Documents, and have examined and
relied upon originals or photostatic or certified copies of such
corporate records, certificates of officers of the Borrower and of
public officials, and such agreements, documents and instruments, and
made such investigations of law, as I or such other attorneys have
deemed relevant and necessary as the basis for the opinion hereinafter
expressed. In such examination, I or such other attorneys assumed the
genuineness of all signatures (other than signatures of officers of
the Borrower on the Loan Documents) and the authenticity of all
documents submitted to us as originals, and the conformity to original
documents of all documents submitted to us as photostatic or certified
copies.
Upon the basis of the foregoing, I am of the opinion that:
<PAGE>
1. The Borrower is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Delaware, and has all corporate powers and all governmental
licenses, authorizations, consents and approvals required to
carry on its business as now conducted, except to the extent
failure to obtain such licenses, authorizations, consents or
approvals would not materially adversely affect the Borrower and
its Subsidiaries taken as a whole.
2. The execution, delivery and performance by the Borrower
of each Loan Document are within the Borrower's corporate powers,
have been duly authorized by all necessary corporate action on
the part of the Borrower, and do not contravene, or constitute a
default under, (a) the Restated Certificate of Incorporation, as
amended, or By-laws, as amended, of the Borrower, (b) any
contractual restriction contained in any material (meaning for
the purposes of this opinion those creating a monetary liability
of $50,000,000 or more) indenture, loan or credit agreement,
receivables sale or financing agreement, lease financing
agreement, capital lease, mortgage, security agreement, bond or
note, or any guaranty of any of such obligations to which the
Borrower is a party, or (c) any judgment, injunction, order or
decree known to me binding upon the Borrower. The execution,
delivery and performance by the Borrower of each of the Loan
Documents will not result in the creation or imposition of any
lien, security interest or other charge or encumbrance on any
asset of the Borrower or any Subsidiary. The Credit Agreement
and the Notes have been duly executed and delivered by the
Borrower.
3. Except as disclosed in the Borrower's Form 10-K for the
year ended December 31, 1992, or the Borrower's Form 10-Q for
each of the quarters ended March 31, 1993, June 30, 1993 and
September 30, 1993, there is no action, suit or proceeding
pending or, to my knowledge, threatened against the Borrower
before any court or arbitrator or any governmental agency, in
which there is a reasonable possibility of an adverse decision
which could materially adversely affect the consolidated
financial position or consolidated results of operations of the
Borrower and its Subsidiaries taken as a whole or which in any
manner draws into question the validity of the Credit Agreement
or any other Loan Document.
4. Neither the Borrower nor any Subsidiary is an
"investment company" within the meaning of the Investment Company
Act of 1940, as amended.
5. Neither the Borrower nor any Principal Subsidiary is a
"holding company", a "subsidiary company" of a "holding company",
an "affiliate" of a "holding company", or an "affiliate" of a
"subsidiary company" of a "holding company", in each case as such
terms are defined in the Public Utility Holding Company Act of
1935, as amended, or regulated pursuant to such Act or the rules
and regulations promulgated thereunder or any order or
interpretation of the Securities and Exchange Commission or its
staff issued pursuant thereto.
The opinions set forth above are subject to the following
qualifications:
1. In rendering the opinions expressed in paragraph 2
above, neither I nor any other attorney acting under my direction have
made any examination of any accounting or financial matters related to
certain of the covenants contained in certain documents to which the
Borrower may be subject, and I express no opinion with respect
thereto.
<PAGE>
2. This opinion is limited in all respects to the laws of
the State of Texas and the General Corporation Law of the State of
Delaware and the Federal law of the United States.
3. In rendering the opinion expressed in paragraph 3
above, I (or the other attorneys acting under my direction) have only
reviewed the files and records of the Borrower and the Subsidiaries,
and we have consulted with such senior officers of the Borrower and
the Subsidiaries as we have deemed necessary.
This opinion is solely for the benefit of the Banks, the
Administrative Agent, and their respective successors, assigns,
participants and other transferees, and may not be relied upon in
connection with any other transaction or by any other person;
provided, however, that Vinson & Elkins L.L.P. may rely on certain
provisions of this opinion to the extent stated in its opinion for the
purposes of rendering its opinion pursuant to Section 3.1(d) of the
Credit Agreement.
Very truly yours,
Dennis M. Ulak
<PAGE>
EXHIBIT E
NOTICE OF CONVERSION
Texas Commerce Bank
National Association,
as Administrative Agent
712 Main Street
Houston, Texas 77002
{Date}
Attention: Manager, Energy Group
5 TCB-N 86
Ladies and Gentlemen:
The undersigned, Enron Oil & Gas Company, refers to the Revolving
Credit Agreement, dated as of March 11, 1994 (such Revolving Credit
Agreement, as amended from time to time being herein referred to as
the "CREDIT AGREEMENT", the terms defined therein being used herein as
therein defined), among the undersigned, certain Banks parties thereto
and Texas Commerce Bank National Association, as Administrative Agent
for said Banks, and hereby gives you notice, irrevocably, pursuant to
SECTION 2.8 of the Credit Agreement that the undersigned hereby
requests a Conversion under the Credit Agreement, and in that
connection sets forth below the information relating to such
Conversion (the "PROPOSED CONVERSION") as required by SECTION 2.8 of
the Credit Agreement:
(1) The Business Day of the Proposed Conversion is ,
199___.
(2) The Advances to be converted are:
(3) The Advances are to be Converted into the following
Types and amounts of Advances: {Base Rate Advances} {Adjusted CD
Rate Advances} {Eurodollar Advances}:
<PAGE>
{(4) The initial Interest Period for each such Advance is
(days) (months).}
Very truly yours,
ENRON OIL & GAS COMPANY
By:
Title:
<PAGE>
EXHIBIT F
Section 1007. NEGATIVE PLEDGE AND EXCEPTIONS THERETO.
Except as otherwise specified as contemplated by Section 301 for
Securities of any series, so long as any of the Securities are
outstanding, the Company will not create or suffer to exist, or permit
any of its Subsidiaries to create or suffer to exist, except in favor
of the Company or any Subsidiary, any Lien upon any Principal Property
at any time owned by it, to secure any Funded Debt of the Company or
any Subsidiary, without making effective provisions whereby the
Securities shall be equally and ratably secured with any and all such
Funded Debt and with any other indebtedness similarly entitled to be
equally and ratably secured; provided, however, that this restriction
shall not apply to or prevent the creation or existence of any:
(a) Acquisition Lien or Permitted Encumbrance; or
(b) Lien created or assumed by the Company or any
Subsidiary in connection with the issuance of debt securities the
interest on which is excludable from gross income of the holder
of such security pursuant to the Internal Revenue Code of 1986,
as amended, for the purpose of financing, in whole or in part,
the acquisition or construction of property or assets to be used
by the Company or a Subsidiary.
In case the Company or any Subsidiary shall propose to create or
permit to exist a Lien on any Principal Property at any time owned by
it to secure any Funded Debt of the Company or any Subsidiary, other
than Funded Debt permitted to be secured under clauses (a) or (b) of
this Section 1007, the Company will prior thereto give written notice
thereof to the Trustee, and the Company will, or will cause such
Subsidiary to, prior to or simultaneously with such creation or
permission to exist, by supplemental indenture executed to the Trustee
(or to the extent legally necessary to another trustee or additional
or separate trustee), in form satisfactory to the Trustee, effectively
secure all the Securities equally and ratably with such Funded Debt
and any other indebtedness entitled to be equally and ratably secured.
Notwithstanding the foregoing provisions of this Section 1007,
the Company or a Subsidiary may issue, assume or guarantee Funded Debt
secured by Liens which would otherwise be subject to the foregoing
restrictions in an aggregate amount which, together with all other
Funded Debt of the Company or a Subsidiary secured by Liens which (if
originally issued, assumed or guaranteed at such time) would otherwise
be subject to the foregoing restrictions (not including Funded Debt
permitted to be secured under clauses (a) or (b) above) does not at
the time exceed 10% of the Consolidated Net Tangible Assets of the
Company, as shown on the audited consolidated financial statements of
the Company as of the end of the fiscal year preceding the date of
determination.
"Acquisition Lien" means any (i) Lien upon any property
heretofore or hereafter acquired, created at the time of acquisition
or within one year thereafter to secure all or a portion of the
purchase price thereof, or existing thereon at the date of
acquisition, whether or not assumed by the Company or any Subsidiary,
provided that any such Lien shall apply only to the property so
acquired and fixed improvements thereon, (ii) Lien upon any property
heretofore or hereafter acquired by any corporation that is or becomes
a Subsidiary after the date hereof ("Acquired Entity"), provided that
any such Lien (1) shall either (A) exist prior to the time
<PAGE>
the Acquired Entity becomes a Subsidiary or (B) be created at the time
the Acquired Entity becomes a Subsidiary or within one year thereafter
to secure all or a portion of the acquisition price thereof and (2)
shall only apply to those properties owned by the Acquired Entity at
the time it becomes a Subsidiary or thereafter acquired by it from
sources other than the Company or any other Subsidiary, and (iii) any
extension, renewal or refunding, in whole or in part, of any Lien
permitted by clause (i) or (ii) above, if limited to the same property
or any portion thereof subject to, and securing not more than the
amount secured by, the Lien extended, renewed or refunded.
"Consolidated Net Tangible Assets" means total assets less (a)
total current liabilities (excluding indebtedness due within 12
months) and (b) goodwill, patents and trademarks, all as reflected in
the Company's audited consolidated balance sheet preceding the date of
a determination under the last paragraph of Section 1007.
"Funded Debt" as applied to the Company or any Subsidiary means
all indebtedness incurred, created, assumed or guaranteed by the
Company or any Subsidiary, or upon which such corporation customarily
pays interest charges, which matures, or is renewable by the Company
or any Subsidiary to a date, more than one year after the date as of
which Funded Debt is being determined.
"indebtedness", as applied to the Company or any Subsidiary,
shall mean bonds, debentures, notes and other instruments representing
obligations created or assumed by any such corporation for the
repayment of money borrowed (other than unamortized debt discount or
premium). All indebtedness secured by a Lien upon property owned by
the Company or any Subsidiary and upon which indebtedness any such
corporation customarily pays interest, although any such corporation
has not assumed or become liable for the payment of such indebtedness,
shall for all purposes hereof be deemed to be indebtedness of any such
corporation. All indebtedness for money borrowed incurred by other
persons which is directly guaranteed as to payment of principal by the
Company or any Subsidiary shall for all purposes hereof be deemed to
be indebtedness of any such corporation, but no other contingent
obligation of any such corporation in respect of indebtedness incurred
by other persons shall for any purpose be deemed indebtedness of such
corporation. Indebtedness of the Company or any Subsidiary shall not
include (i) any amount representing capitalized lease obligations;
(ii) indirect guarantees or other contingent obligations in connection
with the indebtedness of others, including agreements, contingent or
otherwise, with such other persons or with third persons with respect
to, or to permit or ensure the payment of, obligations of such other
persons, including, without limitation, agreements to purchase or
repurchase obligations of such other persons, agreements to advance or
supply funds to or to invest in such other persons or agreements to
pay for property, products, or services of such other persons (whether
or not conferred, delivered or rendered), and any demand charge,
throughput, take-or-pay, keep-well, make-whole, cash deficiency,
maintenance of working capital or earnings or similar agreements; and
(iii) any guarantees with respect to lease or other similar periodic
payments to be made by other persons.
"Lien" means any mortgage, pledge, lien, security interest or
similar charge or encumbrance.
"Permitted Encumbrances" means any
<PAGE>
(a) undetermined or inchoate Lien incidental to
construction, maintenance, development or operation of any
property;
(b) Lien for any tax or assessment for the then current
year;
(c) Lien for any tax or assessment not at the time
delinquent;
(d) Lien for specified tax or assessment which is
delinquent but the validity of which is being contested at the
time by the Company or any Subsidiary in good faith;
(e) Lien reserved in any oil, gas or other mineral lease
for rent, royalty or delay rental under such lease and for
compliance with the terms of such lease;
(f) Lien for any judgments or attachments in an aggregate
amount not in excess of $10,000,000, or for any judgment or
attachment the execution or enforcement of which has been stayed
or which has been appealed and secured, if necessary, by the
filing of appeal bond;
(g) mechanics' or materialmen's Lien, any Lien or charge
arising by reason of any pledge or deposit to secure payment of
workmen's compensation or other insurance, good faith deposit in
connection with any tender, lease of real estate, bid or contract
(other than any contract for the payment of indebtedness),
deposit to secure any duty or public or statutory obligation,
deposit to secure, or in lieu of, surety, stay or appeal bond,
and deposit as security for the payment of any tax or assessment
or similar charge;
(h) Lien arising by reason of any deposit with, or the
giving of any form of security to, any governmental agency or any
body created or approved by law for any purpose at any time in
connection with the financing of the acquisition or construction
of property to be used in the business of the Company or
Subsidiary or as required by law as a condition to the
transaction of any business or the exercise of any privilege or
license, or to enable the Company or a Subsidiary to maintain
self-insurance or to participate in any fund established to cover
any insurance risk or in connection with workmen's compensation,
unemployment insurance, old age pension or other social security,
or to share in the privileges or benefits required for companies
participating in such arrangements;
(i) easement, servitude, right-of-way or other right,
exception, reservation, condition, limitation, covenant or other
restriction or imperfection in title which does not materially
detract from or interfere with the operation, value or use of the
properties affected thereby;
(j) preferential right to purchase entered into the
ordinary course of business;
(k) conventional provision contained in any contract or
agreement affecting properties under which the Company or a
Subsidiary is required immediately before the expiration,
termination or abandonment of a particular property to reassign
to the Company's or a Subsidiary's predecessor in title
<PAGE>
all or a portion of the Company's or a Subsidiary's rights,
titles and interest in and to all or a portion of such property;
(l) sale or other transfer of crude oil, condensate,
natural gas, natural gas liquids or other similar hydrocarbon
substances in place, or the future production thereof, for a
period of time until, or in an amount such that, the transferee
will realize therefrom a specified amount (however determined) of
money or a specified amount of such crude oil, condensate,
natural gas, natural gas liquids or other similar hydrocarbon
substances or any sale or other transfer of any other interest in
property of the character commonly referred to as a "production
payment," "overriding royalty," "net profits interest," "royalty"
or similar burden on any oil and gas property or mineral interest
owned by the Company or any Subsidiary;
(m) Lien consisting of or reserved in any (i) grant or
conveyance in the nature of a farm-out or conditional assignment
to the Company or any of its Subsidiaries entered into the
ordinary course of business to secure undertakings of the Company
or any Subsidiary in such grant or conveyance, (ii) interest of
an assignee of any proved undeveloped lease or proved undeveloped
portion of any producing property transferred to such assignee
for the purpose of the development of such lease or property,
(iii) unitization or pooling agreement or declaration, (v)
contract for the sale, purchase, exchange or processing of
production, or (v) operating agreement, area of mutual interest
agreement or other agreement which is customary in the oil and
gas business and which agreement does not materially detract from
the value, or materially impair the use of, the property affected
thereby;
(n) Lien consisting of any (i) statutory landlord's lien
under any lease to which the Company or any Subsidiary is a party
or any other Lien on leased property reserved in any lease
thereof for rent or for compliance with the terms of such lease,
(ii) right reserved to or vested in any municipality or
governmental, statutory or public authority to control or
regulate any property of the Company or any Subsidiary or to use
such property in any manner which does not materially impair the
use of such property for the purpose for which it is held by the
Company or any such Subsidiary, (iii) obligation or duty to any
municipality or public authority with respect to any franchise,
grant, license, lease or permit and the rights reserved or vested
in any governmental authority or public utility to terminate any
such franchise, grant, license, lease or permit or to condemn or
expropriate any property, or (iv) zoning law, ordinance or
municipal regulation;
(o) Lien arising out of any forward contract, futures
contract, swap agreement or other commodities contract entered
into by the Company or any Subsidiary;
(p) Lien on oil and gas property of the Company or any
Subsidiary thereof, or on production therefrom, to secure any
liability of the Company or such Subsidiary for all or part of
the Development Cost for such property under any joint operating,
drilling or similar agreement for exploration, drilling or
development of such property, or any renewal or extension of any
such Lien (as used in this subclause, "Development Cost" means,
for any oil and gas property, the cost of exploration, drilling
or development of such property or of altering or repairing
equipment used in connection with such
<PAGE>
exploration, drilling or development, or in the case of property
which is substantially unimproved for the use intended by the
Company or such Subsidiary, the cost of construction of
improvements directly related to such exploration, drilling or
development of such property);
(q) Lien on any property of the Company or any Subsidiary
thereof in favor of the government of the United States of
America or of any State, or any political subdivision of either
thereof, or any department, agency or instrumentality of either
thereof (collectively, "Governments"), in order to permit the
Company or such Subsidiary to perform any contract or subcontract
made with or at the request of such Government, securing any
partial, progress, advance or other payment by such Government to
the Company or such Subsidiary under such contract or
subcontract, to the extent such Lien is required by such contract
or subcontract or by any law relating thereto; and
(r) Lien to secure any indebtedness incurred in connection
with the construction, installation or financing of any pollution
control or abatement facility or other form of industrial revenue
bond financing issued or guaranteed by the United States, any
State or any department, agency or instrumentality of either.
"Principal Property" means any property interest in oil and gas
reserves located in the United States or offshore the United States
owned by the Company or any Subsidiary and which is capable of
producing crude oil, condensate, natural gas, natural gas liquids or
other similar hydrocarbon substances in paying quantities, the net
book value of which property interest or interests exceeds two (2)
percent of Consolidated Net Tangible Assets, except any such property
interest or interests that in the opinion of the Board of Directors is
not of material importance to the total business conducted by the
Company and its Subsidiaries as a whole. Without limitation, the term
"Principal Property" shall not include (i) accounts receivable and
other obligations of any obligor under a contract for the sale,
exploration, production, drilling, development, processing or
transportation of crude oil, condensate, natural gas, natural gas
liquids or other similar hydrocarbon substances by the Company or any
of its Subsidiaries, and all related rights of the Company or any of
is Subsidiaries, and all guarantees, insurance, letters of credit and
other agreements or arrangements of whatever character supporting or
securing payment of such receivables or obligations, or (ii) the
production or any proceeds from production of crude oil, condensate,
natural gas, natural gas liquids or other similar hydrocarbon
substances.
"Subsidiary" means a corporation more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by the Company
or by one or more other Subsidiaries, or by the Company and one or
more other Subsidiaries. For the purposes of this definition, "voting
stock" means stock which ordinarily has voting power for the election
of directors, whether at all times or only so long as no senior class
of stock has such voting power by reason of any contingency.
PROMISSORY NOTE
U.S. $30,000,000.00 Houston, Texas March 11, 1994
FOR VALUE RECEIVED, the undersigned, Enron Oil & Gas
Company, a Delaware corporation (the "BORROWER"), HEREBY PROMISES TO
PAY to the order of TEXAS COMMERCE BANK NATIONAL ASSOCIATION (the
"BANK") for the account of its Applicable Lending Office (as defined
in the Credit Agreement referred to below) on or before January 15,
1998 the principal sum of THIRTY MILLION U.S. dollars (U.S.
$30,000,000.00) or, if less, the aggregate unpaid principal amount of
the Advances (as defined in the Revolving Credit Agreement of even
date herewith among the Borrower, the Bank, certain other lenders
parties thereto and Texas Commerce Bank National Association, as
Administrative Agent for the Bank and such other lenders; such Credit
Agreement, as amended from time to time being herein referred to as
the "CREDIT AGREEMENT") owing to the Bank outstanding on the
Termination Date; PROVIDED that for the full term of this Promissory
Note the interest rate produced by the aggregate of all sums paid or
agreed to be paid to the holder of this Promissory Note for the use,
forbearance or detention of the debt evidenced hereby shall not exceed
the Highest Lawful Rate (as defined in the Credit Agreement).
The Borrower promises to pay interest on the unpaid
principal amount of each Advance owing to the Bank from the date of
such Advance until such principal amount is paid in full, at such
interest rates, and due at such times, as are specified in the Credit
Agreement.
Both principal and interest are payable in lawful money
of the United States of America to Texas Commerce Bank National
Association, as Administrative Agent, at 712 Main Street, Houston,
Texas, in same day funds. Each Advance owed to the Bank by the
Borrower pursuant to the Credit Agreement, and all payments made on
account of principal thereof, shall be recorded by the Bank and, prior
to any transfer hereof, endorsed on the grid attached hereto which is
part of this Promissory Note; PROVIDED that the failure of the Bank to
make any such recordation or endorsement shall not affect the
obligations of the Borrower hereunder or under the Credit Agreement.
This Promissory Note is one of the Notes referred to
in, and is subject to and is entitled to the benefits of, the Credit
Agreement. The Credit Agreement, among other things, (a) provides for
the making of Advances by the Bank to the Borrower from time to time
in an aggregate amount not to exceed at any one time outstanding the
U.S. dollar amount first above mentioned, the indebtedness of the
Borrower resulting from each Advance owing to the Bank being evidenced
by this Promissory Note, and (b) contains provisions for acceleration
of the maturity hereof upon the happening of certain stated events and
also for prepayments on account of principal hereof prior to the
maturity hereof upon the terms and conditions therein specified.
Unless otherwise defined herein, any term used in this Promissory Note
and defined in the Credit Agreement shall have the meaning ascribed to
it in the Credit Agreement.
Except only for any notices which are specifically
required by the Credit Agreement, the Borrower waives notice
(including, but not limited to, notice of intent to accelerate and
notice
<PAGE>
of acceleration, notice of protest and notice of dishonor), demand,
presentment for payment and protest.
THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
ENRON OIL & GAS COMPANY, a
Delaware corporation
By: W. C. Wilson
Title: Sr. Vice President and
Chief Financial Officer
<PAGE>
<TABLE>
ADVANCES AND PAYMENTS OF PRINCIPAL
<CAPTION>
Anount of
Amount Principal Unpaid
of Type of Paid or Principal Notation
Date Advance Advance Prepaid Balance Made By
<S> <C> <C> <C> <C> <C>
</TABLE>
<PAGE>
PROMISSORY NOTE
U.S. $20,000,000.00 Houston, Texas March 11, 1994
FOR VALUE RECEIVED, the undersigned, Enron Oil & Gas Company, a
Delaware corporation (the "BORROWER"), HEREBY PROMISES TO PAY to the
order of THE BANK OF NEW YORK (the "BANK") for the account of its
Applicable Lending Office (as defined in the Credit Agreement referred
to below) on or before January 15, 1998 the principal sum of TWENTY
MILLION U.S. dollars (U.S. $20,000,000.00) or, if less, the aggregate
unpaid principal amount of the Advances (as defined in the Revolving
Credit Agreement of even date herewith among the Borrower, the Bank,
certain other lenders parties thereto and Texas Commerce Bank National
Association, as Administrative Agent for the Bank and such other
lenders; such Credit Agreement, as amended from time to time being
herein referred to as the "CREDIT AGREEMENT") owing to the Bank
outstanding on the Termination Date; PROVIDED that for the full term
of this Promissory Note the interest rate produced by the aggregate of
all sums paid or agreed to be paid to the holder of this Promissory
Note for the use, forbearance or detention of the debt evidenced
hereby shall not exceed the Highest Lawful Rate (as defined in the
Credit Agreement).
The Borrower promises to pay interest on the unpaid principal
amount of each Advance owing to the Bank from the date of such Advance
until such principal amount is paid in full, at such interest rates,
and due at such times, as are specified in the Credit Agreement.
Both principal and interest are payable in lawful money of the
United States of America to Texas Commerce Bank National Association,
as Administrative Agent, at 712 Main Street, Houston, Texas, in same
day funds. Each Advance owed to the Bank by the Borrower pursuant to
the Credit Agreement, and all payments made on account of principal
thereof, shall be recorded by the Bank and, prior to any transfer
hereof, endorsed on the grid attached hereto which is part of this
Promissory Note; PROVIDED that the failure of the Bank to make any
such recordation or endorsement shall not affect the obligations of
the Borrower hereunder or under the Credit Agreement.
This Promissory Note is one of the Notes referred to in, and is
subject to and is entitled to the benefits of, the Credit Agreement.
The Credit Agreement, among other things, (a) provides for the making
of Advances by the Bank to the Borrower from time to time in an
aggregate amount not to exceed at any one time outstanding the U.S.
dollar amount first above mentioned, the indebtedness of the Borrower
resulting from each Advance owing to the Bank being evidenced by this
Promissory Note, and (b) contains provisions for acceleration of the
maturity hereof upon the happening of certain stated events and also
for prepayments on account of principal hereof prior to the maturity
hereof upon the terms and conditions therein specified. Unless
otherwise defined herein, any term used in this Promissory Note and
defined in the Credit Agreement shall have the meaning ascribed to it
in the Credit Agreement.
Except only for any notices which are specifically required by
the Credit Agreement, the Borrower waives notice (including, but not
limited to, notice of intent to accelerate and notice of acceleration,
notice of protest and notice of dishonor), demand, presentment for
payment and protest.
<PAGE>
THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
ENRON OIL & GAS COMPANY, a
Delaware corporation
By: W. C. Wilson
Title: Sr. Vice President and
Chief Financial Officer
<PAGE>
<TABLE>
ADVANCES AND PAYMENTS OF PRINCIPAL
<CAPTION>
Amount of
Amount Principal Unpaid
of Type of Paid or Principal Notation
Date Advance Advance Prepaid Balance Made By
<S> <C> <C> <C> <C> <C>
</TABLE>
<PAGE>
PROMISSORY NOTE
U.S. $10,000,000.00 Houston, Texas March 11, 1994
FOR VALUE RECEIVED, the undersigned, Enron Oil & Gas Company, a
Delaware corporation (the "BORROWER"), HEREBY PROMISES TO PAY to the
order of THE BANK OF NOVA SCOTIA (the "BANK") for the account of its
Applicable Lending Office (as defined in the Credit Agreement referred
to below) on or before January 15, 1998 the principal sum of TEN
MILLION U.S. dollars (U.S. $10,000,000.00) or, if less, the aggregate
unpaid principal amount of the Advances (as defined in the Revolving
Credit Agreement of even date herewith among the Borrower, the Bank,
certain other lenders parties thereto and Texas Commerce Bank National
Association, as Administrative Agent for the Bank and such other
lenders; such Credit Agreement, as amended from time to time being
herein referred to as the "CREDIT AGREEMENT") owing to the Bank
outstanding on the Termination Date; PROVIDED that for the full term
of this Promissory Note the interest rate produced by the aggregate of
all sums paid or agreed to be paid to the holder of this Promissory
Note for the use, forbearance or detention of the debt evidenced
hereby shall not exceed the Highest Lawful Rate (as defined in the
Credit Agreement).
The Borrower promises to pay interest on the unpaid principal
amount of each Advance owing to the Bank from the date of such Advance
until such principal amount is paid in full, at such interest rates,
and due at such times, as are specified in the Credit Agreement.
Both principal and interest are payable in lawful money of the
United States of America to Texas Commerce Bank National Association,
as Administrative Agent, at 712 Main Street, Houston, Texas, in same
day funds. Each Advance owed to the Bank by the Borrower pursuant to
the Credit Agreement, and all payments made on account of principal
thereof, shall be recorded by the Bank and, prior to any transfer
hereof, endorsed on the grid attached hereto which is part of this
Promissory Note; PROVIDED that the failure of the Bank to make any
such recordation or endorsement shall not affect the obligations of
the Borrower hereunder or under the Credit Agreement.
This Promissory Note is one of the Notes referred to in, and is
subject to and is entitled to the benefits of, the Credit Agreement.
The Credit Agreement, among other things, (a) provides for the making
of Advances by the Bank to the Borrower from time to time in an
aggregate amount not to exceed at any one time outstanding the U.S.
dollar amount first above mentioned, the indebtedness of the Borrower
resulting from each Advance owing to the Bank being evidenced by this
Promissory Note, and (b) contains provisions for acceleration of the
maturity hereof upon the happening of certain stated events and also
for prepayments on account of principal hereof prior to the maturity
hereof upon the terms and conditions therein specified. Unless
otherwise defined herein, any term used in this Promissory Note and
defined in the Credit Agreement shall have the meaning ascribed to it
in the Credit Agreement.
Except only for any notices which are specifically required by
the Credit Agreement, the Borrower waives notice (including, but not
limited to, notice of intent to accelerate and notice of acceleration,
notice of protest and notice of dishonor), demand, presentment for
payment and protest.
<PAGE>
THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
ENRON OIL & GAS COMPANY, a
Delaware corporation
By: W. C. Wilson
Title: Sr. Vice President and
Chief Financial Officer
<PAGE>
<TABLE>
ADVANCES AND PAYMENTS OF PRINCIPAL
<CAPTION>
Amount of
Amount Principal Unpaid
of Type of Paid or Principal Notation
Date Advance Advance Prepaid Balance Made By
<S> <C> <C> <C> <C> <C>
</TABLE>
<PAGE>
PROMISSORY NOTE
U.S. $10,000,000.00 Houston, Texas March 11, 1994
FOR VALUE RECEIVED, the undersigned, Enron Oil & Gas Company, a
Delaware corporation (the "BORROWER"), HEREBY PROMISES TO PAY to the
order of CREDIT LYONNAIS CAYMAN ISLAND BRANCH (the "BANK") for the
account of its Applicable Lending Office (as defined in the Credit
Agreement referred to below) on or before January 15, 1998 the
principal sum of TEN MILLION U.S. dollars (U.S. $10,000,000.00) or, if
less, the aggregate unpaid principal amount of the Advances (as
defined in the Revolving Credit Agreement of even date herewith among
the Borrower, the Bank, certain other lenders parties thereto and
Texas Commerce Bank National Association, as Administrative Agent for
the Bank and such other lenders; such Credit Agreement, as amended
from time to time being herein referred to as the "CREDIT AGREEMENT")
owing to the Bank outstanding on the Termination Date; PROVIDED that
for the full term of this Promissory Note the interest rate produced
by the aggregate of all sums paid or agreed to be paid to the holder
of this Promissory Note for the use, forbearance or detention of the
debt evidenced hereby shall not exceed the Highest Lawful Rate (as
defined in the Credit Agreement).
The Borrower promises to pay interest on the unpaid principal
amount of each Advance owing to the Bank from the date of such Advance
until such principal amount is paid in full, at such interest rates,
and due at such times, as are specified in the Credit Agreement.
Both principal and interest are payable in lawful money of the
United States of America to Texas Commerce Bank National Association,
as Administrative Agent, at 712 Main Street, Houston, Texas, in same
day funds. Each Advance owed to the Bank by the Borrower pursuant to
the Credit Agreement, and all payments made on account of principal
thereof, shall be recorded by the Bank and, prior to any transfer
hereof, endorsed on the grid attached hereto which is part of this
Promissory Note; PROVIDED that the failure of the Bank to make any
such recordation or endorsement shall not affect the obligations of
the Borrower hereunder or under the Credit Agreement.
This Promissory Note is one of the Notes referred to in, and is
subject to and is entitled to the benefits of, the Credit Agreement.
The Credit Agreement, among other things, (a) provides for the making
of Advances by the Bank to the Borrower from time to time in an
aggregate amount not to exceed at any one time outstanding the U.S.
dollar amount first above mentioned, the indebtedness of the Borrower
resulting from each Advance owing to the Bank being evidenced by this
Promissory Note, and (b) contains provisions for acceleration of the
maturity hereof upon the happening of certain stated events and also
for prepayments on account of principal hereof prior to the maturity
hereof upon the terms and conditions therein specified. Unless
otherwise defined herein, any term used in this Promissory Note and
defined in the Credit Agreement shall have the meaning ascribed to it
in the Credit Agreement.
Except only for any notices which are specifically required by
the Credit Agreement, the Borrower waives notice (including, but not
limited to, notice of intent to accelerate and notice of acceleration,
notice of protest and notice of dishonor), demand, presentment for
payment and protest.
<PAGE>
THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
ENRON OIL & GAS COMPANY, a
Delaware corporation
By: W. C. Wilson
Title: Sr. Vice President and
Chief Financial Officer
<PAGE>
<TABLE>
ADVANCES AND PAYMENTS OF PRINCIPAL
<CAPTION>
Amount of
Amount Principal Unpaid
of Type of Paid or Principal Notation
Date Advance Advance Prepaid Balance Made By
<S> <C> <C> <C> <C> <C>
</TABLE>
<PAGE>
PROMISSORY NOTE
U.S. $10,000,000.00 Houston, Texas March 11, 1994
FOR VALUE RECEIVED, the undersigned, Enron Oil & Gas Company, a
Delaware corporation (the "BORROWER"), HEREBY PROMISES TO PAY to the
order of CREDIT SUISSE (the "BANK") for the account of its Applicable
Lending Office (as defined in the Credit Agreement referred to below)
on or before January 15, 1998 the principal sum of TEN MILLION U.S.
dollars (U.S. $10,000,000.00) or, if less, the aggregate unpaid
principal amount of the Advances (as defined in the Revolving Credit
Agreement of even date herewith among the Borrower, the Bank, certain
other lenders parties thereto and Texas Commerce Bank National
Association, as Administrative Agent for the Bank and such other
lenders; such Credit Agreement, as amended from time to time being
herein referred to as the "CREDIT AGREEMENT") owing to the Bank
outstanding on the Termination Date; PROVIDED that for the full term
of this Promissory Note the interest rate produced by the aggregate of
all sums paid or agreed to be paid to the holder of this Promissory
Note for the use, forbearance or detention of the debt evidenced
hereby shall not exceed the Highest Lawful Rate (as defined in the
Credit Agreement).
The Borrower promises to pay interest on the unpaid principal
amount of each Advance owing to the Bank from the date of such Advance
until such principal amount is paid in full, at such interest rates,
and due at such times, as are specified in the Credit Agreement.
Both principal and interest are payable in lawful money of the
United States of America to Texas Commerce Bank National Association,
as Administrative Agent, at 712 Main Street, Houston, Texas, in same
day funds. Each Advance owed to the Bank by the Borrower pursuant to
the Credit Agreement, and all payments made on account of principal
thereof, shall be recorded by the Bank and, prior to any transfer
hereof, endorsed on the grid attached hereto which is part of this
Promissory Note; PROVIDED that the failure of the Bank to make any
such recordation or endorsement shall not affect the obligations of
the Borrower hereunder or under the Credit Agreement.
This Promissory Note is one of the Notes referred to in, and is
subject to and is entitled to the benefits of, the Credit Agreement.
The Credit Agreement, among other things, (a) provides for the making
of Advances by the Bank to the Borrower from time to time in an
aggregate amount not to exceed at any one time outstanding the U.S.
dollar amount first above mentioned, the indebtedness of the Borrower
resulting from each Advance owing to the Bank being evidenced by this
Promissory Note, and (b) contains provisions for acceleration of the
maturity hereof upon the happening of certain stated events and also
for prepayments on account of principal hereof prior to the maturity
hereof upon the terms and conditions therein specified. Unless
otherwise defined herein, any term used in this Promissory Note and
defined in the Credit Agreement shall have the meaning ascribed to it
in the Credit Agreement.
Except only for any notices which are specifically required by
the Credit Agreement, the Borrower waives notice (including, but not
limited to, notice of intent to accelerate and notice of acceleration,
notice of protest and notice of dishonor), demand, presentment for
payment and protest.
<PAGE>
THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
ENRON OIL & GAS COMPANY, a
Delaware corporation
By: W. C. Wilson
Title: Sr. Vice President and
Chief Financial Officer
<PAGE>
<TABLE>
ADVANCES AND PAYMENTS OF PRINCIPAL
<CAPTION>
Amount of
Amount Principal Unpaid
of Type of Paid or Principal Notation
Date Advance Advance Prepaid Balance Made By
<S> <C> <C> <C> <C> <C>
</TABLE>
<PAGE>
PROMISSORY NOTE
U.S. $10,000,000.00 Houston, Texas March 11, 1994
FOR VALUE RECEIVED, the undersigned, Enron Oil & Gas Company, a
Delaware corporation (the "BORROWER"), HEREBY PROMISES TO PAY to the
order of THE FIRST NATIONAL BANK OF CHICAGO (the "BANK") for the
account of its Applicable Lending Office (as defined in the Credit
Agreement referred to below) on or before January 15, 1998 the
principal sum of TEN MILLION U.S. dollars (U.S. $10,000,000.00) or, if
less, the aggregate unpaid principal amount of the Advances (as
defined in the Revolving Credit Agreement of even date herewith among
the Borrower, the Bank, certain other lenders parties thereto and
Texas Commerce Bank National Association, as Administrative Agent for
the Bank and such other lenders; such Credit Agreement, as amended
from time to time being herein referred to as the "CREDIT AGREEMENT")
owing to the Bank outstanding on the Termination Date; PROVIDED that
for the full term of this Promissory Note the interest rate produced
by the aggregate of all sums paid or agreed to be paid to the holder
of this Promissory Note for the use, forbearance or detention of the
debt evidenced hereby shall not exceed the Highest Lawful Rate (as
defined in the Credit Agreement).
The Borrower promises to pay interest on the unpaid principal
amount of each Advance owing to the Bank from the date of such Advance
until such principal amount is paid in full, at such interest rates,
and due at such times, as are specified in the Credit Agreement.
Both principal and interest are payable in lawful money of the
United States of America to Texas Commerce Bank National Association,
as Administrative Agent, at 712 Main Street, Houston, Texas, in same
day funds. Each Advance owed to the Bank by the Borrower pursuant to
the Credit Agreement, and all payments made on account of principal
thereof, shall be recorded by the Bank and, prior to any transfer
hereof, endorsed on the grid attached hereto which is part of this
Promissory Note; PROVIDED that the failure of the Bank to make any
such recordation or endorsement shall not affect the obligations of
the Borrower hereunder or under the Credit Agreement.
This Promissory Note is one of the Notes referred to in, and is
subject to and is entitled to the benefits of, the Credit Agreement.
The Credit Agreement, among other things, (a) provides for the making
of Advances by the Bank to the Borrower from time to time in an
aggregate amount not to exceed at any one time outstanding the U.S.
dollar amount first above mentioned, the indebtedness of the Borrower
resulting from each Advance owing to the Bank being evidenced by this
Promissory Note, and (b) contains provisions for acceleration of the
maturity hereof upon the happening of certain stated events and also
for prepayments on account of principal hereof prior to the maturity
hereof upon the terms and conditions therein specified. Unless
otherwise defined herein, any term used in this Promissory Note and
defined in the Credit Agreement shall have the meaning ascribed to it
in the Credit Agreement.
Except only for any notices which are specifically required by
the Credit Agreement, the Borrower waives notice (including, but not
limited to, notice of intent to accelerate and notice of acceleration,
notice of protest and notice of dishonor), demand, presentment for
payment and protest.
<PAGE>
THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
ENRON OIL & GAS COMPANY, a
Delaware corporation
By: W. C. Wilson
Title: Sr. Vice President and
Chief Financial Officer
<PAGE>
<TABLE>
ADVANCES AND PAYMENTS OF PRINCIPAL
<CAPTION>
Amount of
Amount Principal Unpaid
of Type of Paid or Principal Notation
Date Advance Advance Prepaid Balance Made By
<S> <C> <C> <C> <C> <C>
</TABLE>
<PAGE>
PROMISSORY NOTE
U.S. $10,000,000.00 Houston, Texas March 11, 1994
FOR VALUE RECEIVED, the undersigned, Enron Oil & Gas Company, a
Delaware corporation (the "BORROWER"), HEREBY PROMISES TO PAY to the
order of BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION (the
"BANK") for the account of its Applicable Lending Office (as defined
in the Credit Agreement referred to below) on or before January 15,
1998 the principal sum of TEN MILLION U.S. dollars (U.S.
$10,000,000.00) or, if less, the aggregate unpaid principal amount of
the Advances (as defined in the Revolving Credit Agreement of even
date herewith among the Borrower, the Bank, certain other lenders
parties thereto and Texas Commerce Bank National Association, as
Administrative Agent for the Bank and such other lenders; such Credit
Agreement, as amended from time to time being herein referred to as
the "CREDIT AGREEMENT") owing to the Bank outstanding on the
Termination Date; PROVIDED that for the full term of this Promissory
Note the interest rate produced by the aggregate of all sums paid or
agreed to be paid to the holder of this Promissory Note for the use,
forbearance or detention of the debt evidenced hereby shall not exceed
the Highest Lawful Rate (as defined in the Credit Agreement).
The Borrower promises to pay interest on the unpaid principal
amount of each Advance owing to the Bank from the date of such Advance
until such principal amount is paid in full, at such interest rates,
and due at such times, as are specified in the Credit Agreement.
Both principal and interest are payable in lawful money of the
United States of America to Texas Commerce Bank National Association,
as Administrative Agent, at 712 Main Street, Houston, Texas, in same
day funds. Each Advance owed to the Bank by the Borrower pursuant to
the Credit Agreement, and all payments made on account of principal
thereof, shall be recorded by the Bank and, prior to any transfer
hereof, endorsed on the grid attached hereto which is part of this
Promissory Note; PROVIDED that the failure of the Bank to make any
such recordation or endorsement shall not affect the obligations of
the Borrower hereunder or under the Credit Agreement.
This Promissory Note is one of the Notes referred to in, and is
subject to and is entitled to the benefits of, the Credit Agreement.
The Credit Agreement, among other things, (a) provides for the making
of Advances by the Bank to the Borrower from time to time in an
aggregate amount not to exceed at any one time outstanding the U.S.
dollar amount first above mentioned, the indebtedness of the Borrower
resulting from each Advance owing to the Bank being evidenced by this
Promissory Note, and (b) contains provisions for acceleration of the
maturity hereof upon the happening of certain stated events and also
for prepayments on account of principal hereof prior to the maturity
hereof upon the terms and conditions therein specified. Unless
otherwise defined herein, any term used in this Promissory Note and
defined in the Credit Agreement shall have the meaning ascribed to it
in the Credit Agreement.
Except only for any notices which are specifically required by
the Credit Agreement, the Borrower waives notice (including, but not
limited to, notice of intent to accelerate and notice of acceleration,
notice of protest and notice of dishonor), demand, presentment for
payment and protest.
<PAGE>
THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
ENRON OIL & GAS COMPANY, a
Delaware corporation
By: W. C. Wilson
Title: Sr. Vice President and
Chief Financial Officer
<PAGE>
<TABLE>
ADVANCES AND PAYMENTS OF PRINCIPAL
<CAPTION>
Amount of
Amount Principal Unpaid
of Type of Paid or Principal Notation
Date Advance Advance Prepaid Balance Made By
<S> <C> <C> <C> <C> <C>
</TABLE>
<PAGE>
EXHIBIT 10.16
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, Texas 77002
Attn: Manager, Marketing Administration
From: Enron Finance Corp.
1400 Smith Street
Houston, Texas 77002
Date: March 25, 1991
CONFIRMATION
EFC Transaction Reference No.:
The purpose of this communication is to set forth the terms
and conditions of the Swap Transaction entered into between us as of
the Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987
Interest Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
This Confirmation supplements, forms part of, and is subject
to, the following master swap agreement:
Dated As Of: January 1, 1991
Between: Enron Oil & Gas Marketing, Inc. ("EOGM")
And: Enron Finance Corp. ("EFC")
All provisions contained in the master swap agreement govern
this Confirmation except as expressly modified below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas ("Natural Gas").
<PAGE>
Page 2
Quantity Per Period: QUANTITY PER DAY
PERIOD PER PERIOD
(a) April 1991 20,000 MMBtu
(b) May 1991 40,000 MMBtu
(c) June 1991 through
December 1991 60,000 MMBtu
(d) January 1992 through
December 2000 40,000 MMBtu
"MMBtu" means one million British thermal
units.
Effective Date: April 1, 1991
Termination Date: December 31, 2000
The terms of this Swap Transaction relating to the Fixed
Price Payer are as follows:
Fixed Price Payer: EFC
Payment Dates: Three Business Days after each Period Date.
Period End Dates: The last day of each calendar month with the
first Period End Date being April 30, 1991.
Fixed Amount: $_____ ($2.45 per MMBtu x Quantity Per Day
Per Period x the number of Days in the
Period.
Period: Each Calendar month beginning with April
1991.
The terms of this Swap Transaction relating to the Floating
Price Payer are as follows:
Floating Price Payer: EOGM
Payment Dates: Twenty-five Business days after each Period
End Date.
Period End Dates: The last day of each calendar month with the
first period
<PAGE>
Page 3
End Date being April 30, 1991.
Floating Amount: The product of: the Quantity Per Day Per
Period x the number of Days in the Period x
the number determined by subtracting $0.13
from the per MMBtu price reported in the
first publication each month of NATURAL GAS
WEEK, in the table entitled "Cash Market Hub
Trading" as reported for the Current month
for Henry Hub, La.
Period: Each calendar month beginning with April
1991.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following Day which is a New York
Banking Day.
Alternate Component
Prices:
If NATURAL GAS WEEK is not published for any Period, the
Component Price for such Period shall be the amount determined by the
mutual agreement of the parties in good faith to most closely reflect
the average spot price in Dollars per MMBtu for that Period for
natural gas delivered to Henry Hub, La.
PAYMENT INSTRUCTIONS
When remitting funds
to us, please pay: Citibank, New York, NY; ABA Routing Number
021000089
For the Account of: Enron Corp. for the benefit of Enron Finance
Corp.
Account Number: 00076486
We will pay you: Through the Fedwire to First City National
Bank, Houston, Texas, ABA Routing No.
113000010, for credit to Enron Oil & Gas
Marketing, Inc. Account No. 001-00-8640.
Each party has agreed to make payments to the other in
accordance with this Confirmation. Please confirm that the foregoing
correctly sets forth the terms of our agreement by sending a return
acknowledgement to such effect to the attention of the Enron Finance
Corp. (Fax No. 713/750-6831) within three New York Banking Days
following receipt of this
<PAGE>
Page 4
Confirmation.
Please check this Confirmation carefully upon receipt so
that errors and discrepancies can be promptly identified and
rectified.
Enron Finance Corp. is very pleased to have concluded this
transaction with you.
Regards,
ENRON FINANCE CORP.
By:
Name: Mark E. Haedicke
Title: Vice President and General
Counsel
ENRON OIL & GAS MARKETING, INC.
By:
Name: G. E. Uthlaut
Title: Senior Vice President,
Operations
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, Texas 77002
Attn: Manager, Marketing Administration
From: Enron Finance Corp.
1400 Smith Street
Houston, Texas 77002
Date: April 25, 1991
CONFIRMATION
EFC Transaction Reference No.:
The purpose of this communication is to set forth the terms
and conditions of the Swap Transaction entered into between us as of
the Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987
Interest Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
This Confirmation supplements, forms part of, and is subject
to, the following master swap agreement:
Dated As Of: March 25, 1991
Between: Enron Oil & Gas Marketing, Inc. ("EOGM")
And: Enron Finance Corp. ("EFC")
All provisions contained in the master swap agreement govern
this Confirmation except as expressly modified below.
<PAGE>
Page 2
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas ("Natural
Gas").
Quantity Per Period: QUANTITY PER DAY
PERIOD PER PERIOD
(a) April 1991 20,000 MMBtu
(b) May 1991 40,000 MMBtu
(c) June 1991 through
December 1991 60,000 MMBtu
(d) January 1992 through
December 2000 40,000 MMBtu
"MMBtu" means one million British thermal
units.
Effective Date: April 1, 1991
Termination Date: December 31, 2000
The terms of this Swap Transaction relating to the Fixed
Price Payer are as follows:
Fixed Price Payer: EFC
Payment Dates: On or before the twenty-fifth (25th) day of
the calendar month after each Period End
Date.
Period End Dates: The last day of each calendar month with the
first Period End Date being April 30, 1991.
Fixed Amount: $_____ ($2.45 per MMBtu x Quantity Per Day
Per Period x the number of Days in the
Period.
Period: Each Calendar month beginning with April
1991.
<PAGE>
Page 3
The terms of this Swap Transaction relating to the Floating
Price Payer are as follows:
Floating Price Payer: EOGM
Payment Dates: On or before the twenty-fifth (25th) day of
the calendar month after each Period End
Date.
Period End Dates: The last day of each calendar month with the
first period End Date being April 30, 1991.
Floating Amount: The product of: the Quantity Per Day Per
Period x the number of Days in the Period x
the number determined by subtracting $0.13
from the per MMBtu price reported in the
first publication each month of NATURAL GAS
WEEK, in the table entitled "Cash Market Hub
Trading" as reported for the Current month
for Henry Hub, La.
Period: Each calendar month beginning with April
1991.
Alternate Component
Prices: If NATURAL GAS WEEK is not published for any
Period, the Component Price for such Period shall be the amount
determined by the mutual agreement of the parties in good faith to
most closely reflect the average spot price in Dollars per MMBtu for
that Period for natural gas delivered to Henry Hub, La.
PAYMENT INSTRUCTIONS
When remitting funds
to us, please pay: Hibernia National of New Orleans;
ABA Routing Number 065000090
For the Account of: Enron Finance Corp.
Account Number: 812141872
We will pay you: Through the Fedwire to NCNB, Houston, Texas,
ABA Routing No. 111000025, for credit to Enron Oil & Gas Marketing,
Inc. Account No. 414-032-9304.
<PAGE>
Page 4
Subject to the netting of cross payments as provided in the
master swap agreement, each party has agreed to make payments to the
other in accordance with this Confirmation. Please confirm that the
foregoing correctly sets forth the terms of our agreement by sending a
return acknowledgement to such effect to the attention of the Enron
Finance Corp. (Fax No. 713/750-6831) within three New York Banking
Days following receipt of this Confirmation.
Please check this Confirmation carefully upon receipt so
that errors and discrepancies can be promptly identified and
rectified.
Enron Finance Corp. is very pleased to have concluded this
transaction with you.
Regards,
ENRON FINANCE CORP.
By:
Name: John J. Esslinger
Title: President
ENRON OIL & GAS MARKETING, INC.
By:
Name: Andrew N. Hoyle
Title: Vice President, Marketing
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, Texas 77002
Attn: Business Development Dept.
From: Enron Finance Corp.
1400 Smith Street
Houston, Texas 77002
Date: September 23, 1992
CONFIRMATION
EFC Transaction Reference No.:
The purpose of this communication is to set forth the terms
and conditions of the Swap Transaction entered into between us as of
the Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987
Interest Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this
transaction in connection with its line of business and that the terms
hereof have been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject
to, the following master swap agreement upon execution thereof:
Dated As Of: March 25, 1991
Between: Enron Oil & Gas Marketing, Inc. ("EOG")
And: Enron Finance Corp. ("EFC")
Upon execution, all provisions contained in the master swap
agreement govern this Confirmation except as expressly modified below.
<PAGE>
Page 2
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas ("Natural
Gas").
Quantity Per Period: QUANTITY PER DAY
PERIOD PER PERIOD
October 1, 1992
thru 40,000 MMBtu
December 31, 1995
"MMBtu" means one million British thermal
units.
Effective Date: October 1, 1992
Termination Date: December 31, 1995
The terms of this Swap Transaction relating to the Fixed
Price Payer are as follows:
Fixed Price Payer: EOG
Payment Dates: Twenty-five days after each Period End Date.
Period End Dates: The last day of each calendar month with the
first Period End Date being October 31, 1992.
Fixed Amount: $2.45/MMBtu/Dry x 40,000 MMBtu per day for
October, 1992 through December, 1995.
Period: Each Calendar month beginning with October,
1992.
The terms of this Swap Transaction relating to the Floating
Price Payer are as follows:
Floating Price Payer: EFC
<PAGE>
Page 3
Payment Dates: Twenty-five Business days after each Period
End Date.
Period End Dates: The last day of each calendar month with the
first period End Date being October 31, 1992.
Floating Amount: The product of: the Quantity Per Day Per
Period x the number of Days in the Period x
the number determined by subtracting $0.13
from the per MMBtu price reported in the
first publication each month of NATURAL GAS
WEEK, in the table entitled "Cash Market Hub
Trading" as reported for the Current month
for Henry Hub, La.
Period: Each calendar month beginning with October,
1992.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following Day which is a New York
Banking Day.
Alternate Component
Prices:
If NATURAL GAS WEEK is not published for any Period, the
Component Price for such Period shall be the amount determined by the
mutual agreement of the parties in good faith to most closely reflect
the average spot price in Dollars per MMBtu for that Period for
natural gas delivered to Henry Hub, La.
PAYMENT INSTRUCTIONS
When remitting funds Nations Bank of Texas
to us, please pay: ABA Routing Number 111000025
For the Account of: Enron Finance Corp.
Account Number: 414 032 9339
We will pay you: Through the Fedwire to NCNB, Houston, Texas,
ABA Routing No. 111000025, for credit to
Enron Oil & Gas Marketing, Inc. Account No.
414-032-9304.
<PAGE>
Page 4
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgement to such effect to
the attention of the Enron Finance Corp. (Fax No. 713/646-3239) within
three New York Banking Days following receipt of this Confirmation.
Please check this Confirmation carefully upon receipt so
that errors and discrepancies can be promptly identified and
rectified.
Enron Finance Corp. is very pleased to have concluded this
transaction with you.
Regards,
ENRON OIL & GAS MARKETING,INC. ENRON FINANCE CORP.
Andrew N. Hoyle Lou L. Pai
Vice President, Marketing Vice President September 22, 1992
Date: 9/28/92
<PAGE>
EXHIBIT 10.17
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of November 1,
1993, is entered into by and between ENRON OIL & GAS MARKETING, INC.
("EOGM"), ENRON OIL & GAS COMPANY ("EOG") and ENRON RISK MANAGEMENT
SERVICES CORP. ("ERMS").
RECITALS
WHEREAS, EOGM and ERMS are parties to that certain Interest Rate
and Currency Exchange Agreement dated as of June 1, 1991 (the
"ERMS/EOGM Exchange Agreement"); and
WHEREAS, EOGM and ERMS have entered into certain swap
transactions (the "Swap Transactions") governed by and subject to the
terms and conditions set forth in the ERMS/EOGM Exchange Agreement and
in documents exchanged between EOGM and ERMS confirming the Swap
Transactions (the "Confirmations"); and
WHEREAS, EOGM desires to assign to EOG all its rights and
obligations in and to certain Swap Transactions, and EOG desires to
assume all such rights and obligations from EOGM;
AGREEMENT
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements herein contained, the parties hereto
agree as follows:
1. ASSIGNMENT OF RIGHTS AND ASSUMPTION OF OBLIGATIONS.
Effective as of November 1, 1993, EOGM hereby assigns to EOG all its
rights and obligations under the ERMS/EOGM Exchange Agreement in
connection with the Swap Transactions set forth in the Confirmations
attached hereto as EXHIBIT A (the "Assigned Transactions"). EOG
hereby accepts such assignment and assumes all obligations of EOGM
under the ERMS/EOGM Exchange Agreement and the Confirmations related
to the Assigned Transactions.
2. RESERVED TRANSACTIONS. The parties acknowledge and agree
that the Swap Transactions set forth in the Confirmations attached
hereto as EXHIBIT B (the "Reserved Transactions") shall not be
included in this assignment to and assumption by EOG. The parties
further agree that the Reserved Transactions shall continue, without
interruption, to be governed by the ERMS/EOGM Exchange Agreement; and
notwithstanding the assignment and assumption of the Assigned
Transactions hereunder, the ERMS/EOGM Exchange Agreement shall remain
in full force and effect with respect to such Reserved Transactions
and any future swap transactions between ERMS and EOGM.
3. CONSENT OF ERMS. ERMS hereby consents to the assignment and
assumption described herein and releases EOGM from all obligations
under the ERMS/EOGM Exchange Agreement and the Confirmations with
respect to the Assigned Transactions.
<PAGE>
4. ERMS/EOG MASTER AGREEMENT. The parties acknowledge and
understand that ERMS and EOG will enter into a Master Agreement (the
"ERMS/EOG Master Agreement") dated as of even date herewith, which
will govern (i) the Assigned Transactions and (ii) future
Transactions (as defined in the ERMS/EOG Master Agreement) between
ERMS and EOG. The parties agree that the Assigned Transactions shall
be governed by the ERMS/EOG Master Agreement, and the ERMS/EOGM
Exchange Agreement shall no longer be of force and effect with respect
to the Assigned Transactions as of the date of the ERMS/EOG Master
Agreement.
5. GOVERNING LAW. This Assignment and Assumption Agreement
shall be subject to and construed, enforced and performed in
accordance with the laws of the State of Texas.
6. COUNTERPARTS. This Assignment and Assumption Agreement may
be executed by the parties hereto in separate counterparts, each of
which when so executed and delivered shall be an original. All such
counterparts shall be deemed, when taken together, to be but one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Assignment and Assumption Agreement on the day and year first written
above.
ENRON OIL & GAS MARKETING, INC. ENRON OIL & GAS COMPANY
By By
Name Andrew N. Hoyle Name George E. Uthlaut
Title Vice President, Marketing Title Senior Vice President, Operations
ENRON RISK MANAGEMENT SERVICES CORP.
By
Name Lou L. Pai
Title President
-2-
<PAGE>
EXHIBIT A
ASSIGNED TRANSACTIONS
1. Confirmation #1268.0, dated February 10, 1993, with an Effective
Date of March 1, 1993; Termination Date of December 31, 1993.
Fixed Price Payor: ERMS Floating Price Payor: EOGM
2. Confirmation #1286.0, dated February 12, 1993, with an Effective
Date of March 1, 1993; Termination Date of December 31, 1993.
Fixed Price Payor: ERMS Floating Price Payor: EOGM
3. Confirmation #1291.0, dated February 16, 1993, with an Effective
Date of January 1, 1994; Termination Date of February 28, 1994.
Fixed Price Payor: ERMS Floating Price Payor: EOGM
4. Confirmation #1292.0, dated February 16, 1993, with an Effective
Date of April 1, 1993; Termination Date of December 31, 1993.
Fixed Price Payor: ERMS Floating Price Payor: EOGM
5. Confirmation #1304.0, dated February 17, 1993, with an Effective
Date of April 1, 1993; Termination Date of December 31, 1993.
Fixed Price Payor: ERMS Floating Price Payor: EOGM
6. Confirmation #1305.0, dated February 17, 1993, with an Effective
Date of January 1, 1994; Termination Date of February 28, 1994.
Fixed Price Payor: ERMS Floating Price Payor: EOGM
7. Confirmation #1321.0, dated February 19, 1993, with an Effective
Date of January 1, 1994; Termination Date of February 28, 1994.
Fixed Price Payor: ERMS Floating Price Payor: EOGM
8. Confirmation #1335.0, dated February 23, 1993, with an Effective
Date of April 1, 1993; Termination Date of February 28, 1994.
Fixed Price Payor: ERMS Floating Price Payor: EOGM
9. Confirmation #1338.0, dated February 25, 1993, with an Effective
Date of December 1, 1993; Termination Date of February 28, 1994.
Fixed Price Payor: ERMS Floating Price Payor: EOGM
A-1
<PAGE>
10. Confirmation #1370.0, dated March 12, 1993, with an Effective
Date of May 1, 1993; Termination Date of March 31, 1994.
Fixed Price Payor: ERMS Floating Price Payor: EOGM
11. Confirmation #1471.0, dated April 6, 1993, with an Effective
Date of December 1, 1993; Termination Date of January 31, 1994.
Fixed Price Payor: EOGM Floating Price Payor: ERMS
12. Confirmation #1485.0, dated April 13, 1993, with an Effective
Date of March 1, 1994; Termination Date of October 31, 1994.
Fixed Price Payor: ERMS Floating Price Payor: EOGM
13. Confirmation #1486.0, dated April 13, 1993, with an Effective
Date of June 1, 1993; Termination Date of November 30, 1993.
Fixed Price Payor: ERMS Floating Price Payor: EOGM
14. Confirmation #1494.0, dated April 13, 1993, with an Effective
Date of March 1, 1994; Termination Date of October 31, 1994.
Fixed Price Payor: ERMS Floating Price Payor: EOGM
15. Confirmation #1495.0, dated April 13, 1993, with an Effective
Date of June 1, 1993; Termination Date of November 30, 1993.
Fixed Price Payor: ERMS Floating Price Payor: EOGM
16. Confirmation #1509.0, dated April 13, 1993, with an Effective
Date of August 1, 1994; Termination Date of September 30, 1994.
Fixed Price Payor: ERMS Floating Price Payor: EOGM
17. Confirmation #1514.0, dated April 15, 1993, with an Effective
Date of March 1, 1994; Termination Date of October 31, 1994.
Fixed Price Payor: ERMS Floating Price Payor: EOGM
18. Confirmation #1533.01, dated April 26, 1993, with an Effective
Date of August 1, 1993; Termination Date of December 31, 1993.
Fixed Price Payor: ERMS Floating Price Payor: EOGM
A-2
<PAGE>
19. Confirmation #1569.0, dated April 25, 1993, with an Effective
Date of March 1, 1994; Termination Date of October 31, 1994.
Fixed Price Payor: ERMS Floating Price Payor: EOGM
20. Confirmation #1986.0, dated July 14, 1993, with an Effective
Date of August 1, 1993; Termination Date of December 31, 1993.
Fixed Price Payor: EOGM Floating Price Payor: ERMS
21. Confirmation #2217.0, dated August 23, 1993, with an Effective
Date of December 1, 1993; Termination Date of February 28, 1994.
Fixed Price Payor: EOGM Floating Price Payor: ERMS
22. Confirmation #2227.0, dated August 25, 1993, with an Effective
Date of February 1, 1994; Termination Date of February 28, 1994.
Fixed Price Payor: EOGM Floating Price Payor: ERMS
23. Confirmation #2278.0, dated September 7, 1993, with an Effective
Date of October 1, 1993; Termination Date of November 30, 1993.
Fixed Price Payor: EOGM Floating Price Payor: ERMS
24. Confirmation #2299.0, dated September 10, 1993, with an Effective
Date of October 1, 1993; Termination Date of November 30, 1993.
Fixed Price Payor: EOGM Floating Price Payor: ERMS
25. Confirmation #2372.0, dated September 16, 1993, with an Effective
Date of October 1, 1993; Termination Date of November 30, 1993.
Fixed Price Payor: EOGM Floating Price Payor: ERMS
26. Confirmation #2647.0, dated October 6, 1993, with an Effective
Date of November 1, 1993; Termination Date of November 30, 1993.
Fixed Price Payor: EOGM Floating Price Payor: ERMS
A-3
<PAGE>
EXHIBIT B
RESERVED TRANSACTIONS
1. Confirmation #0000644, dated June 14, 1992, with an Effective
Date of January 1, 1996; Termination Date of December 31, 2000.
Fixed Price Payor: EOGM Floating Price Payor: ERMS
2. Confirmation dated March 25, 1991, with an Effective Date
of April 1, 1991; Termination Date of December 31, 2000.
Fixed Price Payor: ERMS (successor-in-interest of EFC)
Floating Price Payor: EOGM
3. Confirmation dated April 25, 1991, with an Effective Date
of April 1, 1991; Termination Date of December 31, 2000.
Fixed Price Payor: ERMS (successor-in-interest of EFC)
Floating Price Payor: EOGM
4. Confirmation Letter dated September 23, 1992, with an Effective
Date of October 1, 1992; Termination Date of December 31, 1995.
Fixed Price Payor: EOGM
Floating Price Payor: ERMS (successor-in-interest of EFC)
NOTE: Items 2-4, originally issued pursuant to that certain Interest
Rate and Currency Exchange Agreement between Enron Finance Corp.
("EFC") and EOGM dated as of March 25, 1991, has been assigned to and
assumed by ERMS pursuant to that certain Assignment and Assumption
Agreement between EFC, ERMS and EOGM dated as of even date herewith.
Items 2-4 are now governed by the ERMS/EOGM Exchange Agreement.
B-1
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: February 10, 1993
CONFIRMATION LETTER
ERMS Transaction Reference No.: 1268.0
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987 Interest
Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this transaction
in connection with its line of business and that the terms hereof have
been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject
to, the following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc. (EOG)
And: Enron Risk Management Services Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
<PAGE>
Enron Risk Management Services Corp.
February 12, 1993
Ref. No.: 1268.0
Page 2
QUANTITY PER PERIOD QUANTITY PER DAY
PERIOD: PER PERIOD
March 1, 1993
thru 120,000/MMBtu
March 31, 1993
April 1, 1993
thru 510,000/MMBtu
April 30, 1993
May 1, 1993
thru 580,000/MMBtu
May 31,1993
June 1, 1993
thru 750,000/MMBtu
June 30, 1993
July 1, 1993
thru 0/MMBtu
July 31, 1993
August 1, 1993
thru 750,000/MMBtu
August 31, 1993
September 1, 1993
thru 530,000/MMBtu
September 30, 1993
October 1, 1993
thru 750,000/MMBtu
October 31, 1993
November 1, 1993
thru 750,000/MMBtu
November 30, 1993
December 1, 1993
thru 750,000/MMBtu
December 31, 1993
"MMBtu" means one million British thermal
Units.
Effective Date: March 1, 1993
Termination Date: December 31, 1993
<PAGE>
Enron Risk Management Services Corp.
February 12, 1993
Ref. No.: 1268.0
Page 3
The terms of this Swap Transaction relating to the Fixed Price
Payor are as follows:
Fixed Price Payor: ERMS
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
February 19, 1993.
Fixed Amount: $1.715/MMBtu/Dry x 120,000 MMBtu per day for
the delivery month of March, 1993.
$1.712/MMBtu/Dry x 510,000 MMBtu per day for
the delivery month of April, 1993.
$1.71/MMBtu/Dry x 580,000 MMBtu per day for
the delivery month of May, 1993.
$1.71/MMBtu/Dry x 750,000 MMBtu per day for
the delivery month of June, 1993.
$0.00/MMBtu/Dry x 0 MMBtu per day for the
delivery month of July, 1993.
$1.755/MMBtu/Dry x 750,000 MMBtu per day for
the delivery month of August, 1993.
$1.785/MMBtu/Dry x 530,000 MMBtu per day for
the delivery month of September, 1993.
$1.915/MMBtu/Dry x 750,000 MMBtu per day
for the delivery month of October, 1993.
$2.075/MMBtu/Dry x 750,000 MMBtu per day for
the delivery month of November, 1993.
$2.25/MMBtu/Dry x 750,000 MMBtu per day for
the delivery month of December, 1993.
Period: Each calendar month beginning with March,
1993.
The terms of this Swap Transaction relating to the Floating
Price Payor are as follows:
Floating Price Payor: EOG
Payment Dates: Twenty-five days after each Period End Date.
<PAGE>
Enron Risk Management Services Corp.
February 12, 1993
Ref. No.: 1268.0
Page 4
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery month.
The first Period End Date being February 19, 1993.
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month of beginning with March, 1993
for the last three NYMEX Trading Days for
the natural gas contract for that month of
delivery.
Period: Each calendar month beginning with March, 1993.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for
any Period, the Price for such Period shall be the amount determined
by the mutual agreement of the parties in good faith to most closely
reflect the average spot price in Dollars per MMBtu for that period
for natural gas delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgment to such effect to the
attention of the Enron Risk Management Services Corp. (Fax No.
713/646-3564) within three New York Banking Days following this
Confirmation.
The parties agree that this Swap Transaction will be governed
by and subject to the terms and conditions of a master swap agreement
upon execution thereof.
Please check this Confirmation carefully upon receipt so that
errors and discrepancies can promptly be identified and rectified.
<PAGE>
Enron Risk Management Services Corp.
February 12, 1993
Ref. No.: 1268.0
Page 5
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Joseph Pokalsky
Vice President, Marketing Vice President February 12, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: February 12, 1993
CONFIRMATION LETTER
ERMS Transaction Reference No.: 1286.0
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987 Interest
Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this transaction
in connection with its line of business and that the terms hereof have
been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject
to, the following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc.
(EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
<PAGE>
Enron Risk Management Services Corp.
February 12, 1993
Ref. No.: 1286.0
Page 2
QUANTITY PER PERIOD QUANTITY PER DAY
PERIOD: PER PERIOD
March 1, 1993
thru 30,000/MMBtu
March 31, 1993
April 1, 1993
thru 30,000/MMBtu
April 30, 1993
May 1, 1993
thru 30,000/MMBtu
May 31,1993
June 1, 1993
thru 30,000/MMBtu
June 30, 1993
July 1, 1993
thru 30,000/MMBtu
July 31, 1993
August 1, 1993
thru 30,000/MMBtu
August 31, 1993
September 1, 1993
thru 30,000/MMBtu
September 30, 1993
October 1, 1993
thru 30,000/MMBtu
October 31, 1993
November 1, 1993
thru 30,000/MMBtu
November 30, 1993
December 1, 1993
thru 30,000/MMBtu
December 31, 1993
"MMBtu" means one million British thermal
Units.
Effective Date: March 1, 1993
Termination Date: December 31, 1993
<PAGE>
Enron Risk Management Services Corp.
February 12, 1993
Ref. No.: 1286.0
Page 3
The terms of this Swap Transaction relating to the Fixed Price
Payor are as follows:
Fixed Price Payor: ERMS
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
February 19, 1993.
Fixed Amount: $1.72/MMBtu/Dry x 30,000 MMBtu per day for
the delivery month of March, 1993.
$1.715/MMBtu/Dry x 30,000 MMBtu per day for
the delivery month of April, 1993.
$1.697/MMBtu/Dry x 30,000 MMBtu per day for
the delivery month of May, 1993.
$1.712/MMBtu/Dry x 30,000 MMBtu per day for
the delivery month of June, 1993.
$1.715/MMBtu/Dry x 30,000 MMBtu per day for
the delivery month of July, 1993.
$1.743/MMBtu/Dry x 30,000 MMBtu per day for
the delivery month of August, 1993.
$1.775/MMBtu/Dry x 30,000 MMBtu per day for
the delivery month of September, 1993.
$1.926/MMBtu/Dry x 30,000 MMBtu per day for
the delivery month of October, 1993.
$2.084/MMBtu/Dry x 30,000 MMBtu per day for
the delivery month of November, 1993.
$2.278/MMBtu/Dry x 30,000 MMBtu per day for
the delivery month of December, 1993.
Period: Each calendar month beginning with March,
1993.
The terms of this Swap Transaction relating to the Floating
Price Payor are as follows:
Floating Price Payor: EOG
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery month.
The first Period End Date being February 19, 1993.
<PAGE>
Enron Risk Management Services Corp.
February 12, 1993
Ref. No.: 1286.0
Page 4
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month of beginning with March, 1993
for the last three NYMEX Trading Days for
the natural gas contract for that month of
delivery.
Period: Each calendar month beginning with March, 1993.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for
any Period, the Price for such Period shall be the amount determined
by the mutual agreement of the parties in good faith to most closely
reflect the average spot price in Dollars per MMBtu for that period
for natural gas delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgment to such effect to the
attention of the Enron Risk Management Services Corp. (Fax No.
713/646-3564) within three New York Banking Days following this
Confirmation.
The parties agree that this Swap Transaction will be governed
by and subject to the terms and conditions of a master swap agreement
upon execution thereof.
Please check this Confirmation carefully upon receipt so that
errors and discrepancies can promptly be identified and rectified.
<PAGE>
Enron Risk Management Services Corp.
February 12, 1993
Ref. No.: 1286.0
Page 5
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Joseph Pokalsky
Vice President, Marketing Vice President February 12, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: February 16, 1993
CONFIRMATION LETTER
ERMS Transaction Reference No.: 1291.0
The purpose of this communication is to set forth the terms
and conditions of the Swap Transaction entered into between us as of
the Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987 Interest
Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this
transaction in connection with its line of business and that the terms
hereof have been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject
to, the following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc.
(EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
<PAGE>
Enron Risk Management Services Corp.
February 16, 1993
Ref. No.: 1291.0
Page 2
QUANTITY PER PERIOD QUANTITY PER DAY
PERIOD: PER PERIOD
January 1, 1994
thru 60,000/MMBtu
January 31, 1994
February 1, 1994
thru 60,000/MMBtu
February 28, 1994
"MMBtu" means one million British thermal
Units.
Effective Date: January 1, 1994
Termination Date: February 28, 1994
The terms of this Swap Transaction relating to the Fixed Price
Payor are as follows:
Fixed Price Payor: ERMS
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
December 22, 1993.
Fixed Amount: $2.276/MMBtu/Dry x 60,000 MMBtu per day for
the delivery month of January, 1994.
$1.988/MMBtu/Dry x 60,000 MMBtu per day for
the delivery month of February, 1994.
Period: Each calendar month beginning with January,
1994.
The terms of this Swap Transaction relating to the Floating
Price Payor are as follows:
Floating Price Payor: EOG
<PAGE>
Enron Risk Management Services Corp.
February 16, 1993
Ref. No.: 1291.0
Page 3
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
December 22, 1993.
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month of beginning with March, 1993
for the last three NYMEX Trading Days for
the natural gas contract for that month of
delivery.
Period: Each calendar month beginning with January,
1994.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for
any Period, the Price for such Period shall be the amount determined
by the mutual agreement of the parties in good faith to most closely
reflect the average spot price in Dollars per MMBtu for that period
for natural gas delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgment to such effect to the
attention of the Enron Risk Management Services Corp. (Fax No.
713/646-3564) within three New York Banking Days following this
Confirmation.
The parties agree that this Swap Transaction will be governed
by and subject to the terms and conditions of a master swap agreement
upon execution thereof.
Please check this Confirmation carefully upon receipt so that
errors and discrepancies can promptly be identified and rectified.
<PAGE>
Enron Risk Management Services Corp.
February 16, 1993
Ref. No.: 1291.0
Page 4
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Joseph Pokalsky
Vice President, Marketing Vice President February 16, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: February 16, 1993
REVISED CONFIRMATION LETTER
ERMS Transaction Reference No.: 1292.0
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987 Interest
Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this transaction
in connection with its line of business and that the terms hereof have
been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject
to, the following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc.
(EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
<PAGE>
Enron Risk Management Services Corp.
February 16, 1993
Ref. No.: 1292.0
Page 2
QUANTITY PER PERIOD QUANTITY PER DAY
PERIOD: PER PERIOD
April 1, 1993
thru 45,000/MMBtu
April 30, 1993
May 1, 1993
thru 45,000/MMBtu
May 31,1993
June 1, 1993
thru 45,000/MMBtu
June 30, 1993
July 1, 1993
thru 45,000/MMBtu
July 31, 1993
August 1, 1993
thru 45,000/MMBtu
August 31, 1993
September 1, 1993
thru 45,000/MMBtu
September 30, 1993
October 1, 1993
thru 45,000/MMBtu
October 31, 1993
November 1, 1993
thru 45,000/MMBtu
November 30, 1993
December 1, 1993
thru 45,000/MMBtu
December 31, 1993
"MMBtu" means one million British thermal
Units.
Effective Date: April 1, 1993
Termination Date: December 31, 1993
The terms of this Swap Transaction relating to the Fixed Price
Payor are as follows:
<PAGE>
Enron Risk Management Services Corp.
February 16, 1993
Ref. No.: 1292.0
Page 3
Fixed Price Payor: ERMS
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
March 24, 1993.
Fixed Amount: $1.739/MMBtu/Dry x 45,000 MMBtu per day for
the delivery month of April, 1993.
$1.72/MMBtu/Dry x 45,000 MMBtu per day for
the delivery month of May, 1993.
$1.719/MMBtu/Dry x 45,000 MMBtu per day for
the delivery month of June, 1993.
$1.719/MMBtu/Dry x 45,000 MMBtu per day for
the delivery month of July, 1993.
$1.738/MMBtu/Dry x 45,000 MMBtu per day for
the delivery month of August, 1993.
$1.763/MMBtu/Dry x 45,000 MMBtu per day for
the delivery month of September, 1993.
$1.918/MMBtu/Dry x 45,000 MMBtu per day for
the delivery month of October, 1993.
$2.076/MMBtu/Dry x 45,000 MMBtu per day for
the delivery month of November, 1993.
$2.274/MMBtu/Dry x 45,000 MMBtu per day for
the delivery month of December, 1993.
Period: Each calendar month beginning with April,
1993.
The terms of this Swap Transaction relating to the Floating
Price Payor are as follows:
Floating Price Payor: EOG
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
March 24, 1993.
<PAGE>
Enron Risk Management Services Corp.
February 16, 1993
Ref. No.: 1292.0
Page 4
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month of beginning with March, 1993
for the last three NYMEX Trading Days for
the natural gas contract for that month of
delivery.
Period: Each calendar month beginning with April,
1993.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for
any Period, the Price for such Period shall be the amount determined
by the mutual agreement of the parties in good faith to most closely
reflect the average spot price in Dollars per MMBtu for that period
for natural gas delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgment to such effect to the
attention of the Enron Risk Management Services Corp. (Fax No.
713/646-3564) within three New York Banking Days following this
Confirmation.
The parties agree that this Swap Transaction will be governed
by and subject to the terms and conditions of a master swap agreement
upon execution thereof.
Please check this Confirmation carefully upon receipt so that
errors and discrepancies can promptly be identified and rectified.
<PAGE>
Enron Risk Management Services Corp.
February 16, 1993
Ref. No.: 1292.0
Page 5
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Joseph Pokalsky
Vice President, Marketing Vice President February 16, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: February 17, 1993
CONFIRMATION LETTER
ERMS Transaction Reference No.: 1304.0
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987 Interest
Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this transaction
in connection with its line of business and that the terms hereof have
been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject
to, the following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc.
(EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
<PAGE>
Enron Risk Management Services Corp.
February 17, 1993
Ref. No.: 1304.0
Page 2
QUANTITY PER PERIOD QUANTITY PER DAY
PERIOD: PER PERIOD
April 1, 1993
thru 25,000/MMBtu
April 30, 1993
May 1, 1993
thru 25,000/MMBtu
May 31,1993
June 1, 1993
thru 25,000/MMBtu
June 30, 1993
July 1, 1993
thru 25,000/MMBtu
July 31, 1993
August 1, 1993
thru 25,000/MMBtu
August 31, 1993
September 1, 1993
thru 25,000/MMBtu
September 30, 1993
October 1, 1993
thru 25,000/MMBtu
October 31, 1993
November 1, 1993
thru 25,000/MMBtu
November 30, 1993
December 1, 1993
thru 25,000/MMBtu
December 31, 1993
"MMBtu" means one million British thermal
Units.
Effective Date: April 1, 1993
Termination Date: December 31, 1993
<PAGE>
Enron Risk Management Services Corp.
February 17, 1993
Ref. No.: 1304.0
Page 3
The terms of this Swap Transaction relating to the Fixed Price
Payor are as follows:
Fixed Price Payor: ERMS
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
March 24, 1993.
Fixed Amount: $1.76/MMBtu/Dry x 25,000 MMBtu per day for
the delivery month of April, 1993.
$1.742/MMBtu/Dry x 25,000 MMBtu per day for
the delivery month of May, 1993.
$1.734/MMBtu/Dry x 25,000 MMBtu per day for
the delivery month of June, 1993.
$1.736/MMBtu/Dry x 25,000 MMBtu per day for
the delivery month of July, 1993.
$1.744/MMBtu/Dry x 25,000 MMBtu per day for
the delivery month of August, 1993.
$1.77/MMBtu/Dry x 25,000 MMBtu per day for
the delivery month of September, 1993.
$1.926/MMBtu/Dry x 25,000 MMBtu per day for
the delivery month of October, 1993.
$2.075/MMBtu/Dry x 25,000 MMBtu per day for
the delivery month of November, 1993.
$2.266/MMBtu/Dry x 25,000 MMBtu per day for
the delivery month of December, 1993.
Period: Each calendar month beginning with April,
1993.
The terms of this Swap Transaction relating to the Floating
Price Payor are as follows:
Floating Price Payor: EOG
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
March 24, 1993.
<PAGE>
Enron Risk Management Services Corp.
February 17, 1993
Ref. No.: 1304.0
Page 4
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month of beginning with March, 1993
for the last three NYMEX Trading Days for
the natural gas contract for that month of
delivery.
Period: Each calendar month beginning with April,
1993.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for
any Period, the Price for such Period shall be the amount determined
by the mutual agreement of the parties in good faith to most closely
reflect the average spot price in Dollars per MMBtu for that period
for natural gas delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgment to such effect to the
attention of the Enron Risk Management Services Corp. (Fax No.
713/646-3564) within three New York Banking Days following this
Confirmation.
The parties agree that this Swap Transaction will be governed
by and subject to the terms and conditions of a master swap agreement
upon execution thereof.
Please check this Confirmation carefully upon receipt so that
errors and discrepancies can promptly be identified and rectified.
<PAGE>
Enron Risk Management Services Corp.
February 17, 1993
Ref. No.: 1304.0
Page 5
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Joseph Pokalsky
Vice President, Marketing Vice President February 17, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: February 17, 1993
CONFIRMATION LETTER
ERMS Transaction Reference No.: 1305.0
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987 Interest
Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this transaction
in connection with its line of business and that the terms hereof have
been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject
to, the following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc.
(EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
<PAGE>
Enron Risk Management Services Corp.
February 17, 1993
Ref. No.: 1305.0
Page 2
QUANTITY PER PERIOD QUANTITY PER DAY
PERIOD: PER PERIOD
January 1, 1994
thru 55,000/MMBtu
January 31, 1994
February 1, 1994
thru 55,000/MMBtu
February 28, 1994
"MMBtu" means one million British thermal
Units.
Effective Date: January 1, 1994
Termination Date: February 28, 1994
The terms of this Swap Transaction relating to the Fixed Price
Payor are as follows:
Fixed Price Payor: ERMS
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
December 22, 1993.
Fixed Amount: $2.282/MMBtu/Dry x 55,000 MMBtu per day for
the delivery month of January, 1994.
$1.993/MMBtu/Dry x 55,000 MMBtu per day for
the delivery month of February, 1994.
Period: Each calendar month beginning with January,
1994.
The terms of this Swap Transaction relating to the Floating
Price Payor are as follows:
Floating Price Payor: EOG
<PAGE>
Enron Risk Management Services Corp.
February 17, 1993
Ref. No.: 1305.0
Page 3
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
December 22, 1993.
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month of beginning with January,
1994 for the last three NYMEX Trading Days
for the natural gas contract for that month
of delivery.
Period: Each calendar month beginning with January,
1994.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for
any Period, the Price for such Period shall be the amount determined
by the mutual agreement of the parties in good faith to most closely
reflect the average spot price in Dollars per MMBtu for that period
for natural gas delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgment to such effect to the
attention of the Enron Risk Management Services Corp. (Fax No.
713/646-3564) within three New York Banking Days following this
Confirmation.
The parties agree that this Swap Transaction will be governed
by and subject to the terms and conditions of a master swap agreement
upon execution thereof.
Please check this Confirmation carefully upon receipt so that
errors and discrepancies can promptly be identified and rectified.
<PAGE>
Enron Risk Management Services Corp.
February 17, 1993
Ref. No.: 1305.0
Page 4
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Joseph Pokalsky
Vice President, Marketing Vice President February 17, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: February 19, 1993
CONFIRMATION LETTER
ERMS Transaction Reference No.: 1321.0
The purpose of this communication is to set forth the terms
and conditions of the Swap Transaction entered into between us as of
the Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987 Interest
Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this
transaction in connection with its line of business and that the terms
hereof have been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject
to, the following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc.
(EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
<PAGE>
Enron Risk Management Services Corp.
February 19, 1993
Ref. No.: 1321.0
Page 2
QUANTITY PER PERIOD QUANTITY PER DAY
PERIOD: PER PERIOD
January 1, 1994
thru 10,000/MMBtu
January 31, 1994
February 1, 1994
thru 10,000/MMBtu
February 28, 1994
"MMBtu" means one million British thermal
Units.
Effective Date: January 1, 1994
Termination Date: February 28, 1994
The terms of this Swap Transaction relating to the Fixed Price
Payor are as follows:
Fixed Price Payor: ERMS
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery month.
The first Period End Date being December 22, 1993.
Fixed Amount: $2.265/MMBtu/Dry x 10,000 MMBtu per day for
the delivery month of January, 1994.
$1.99/MMBtu/Dry x 10,000 MMBtu per day for
the delivery month of February, 1994.
Period: Each calendar month beginning with January,
1994.
The terms of this Swap Transaction relating to the Floating
Price Payor are as follows:
Floating Price Payor: EOG
Payment Dates: Twenty-five days after each Period End Date.
<PAGE>
Enron Risk Management Services Corp.
February 19, 1993
Ref. No.: 1321.0
Page 3
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
December 22, 1993.
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month of beginning with March, 1993
for the last three NYMEX Trading Days for
the natural gas contract for that month of
delivery.
Period: Each calendar month beginning with January,
1994.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for
any Period, the Price for such Period shall be the amount determined
by the mutual agreement of the parties in good faith to most closely
reflect the average spot price in Dollars per MMBtu for that period
for natural gas delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgment to such effect to the
attention of the Enron Risk Management Services Corp. (Fax No.
713/646-3564) within three New York Banking Days following this
Confirmation.
The parties agree that this Swap Transaction will be governed
by and subject to the terms and conditions of a master swap agreement
upon execution thereof.
Please check this Confirmation carefully upon receipt so that
errors and discrepancies can promptly be identified and rectified.
<PAGE>
Enron Risk Management Services Corp.
February 19, 1993
Ref. No.: 1321.0
Page 4
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Joseph Pokalsky
Vice President, Marketing Vice President February 19, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: February 23, 1993
CONFIRMATION LETTER
ERMS Transaction Reference No.: 1335.0
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987 Interest
Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this transaction
in connection with its line of business and that the terms hereof have
been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject to,
the following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc.
(EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
<PAGE>
Enron Risk Management Services Corp.
February 23, 1993
Ref. No.: 1335.0
Page 2
QUANTITY PER PERIOD QUANTITY PER DAY
PERIOD: PER PERIOD
April 1, 1993
thru 25,000/MMBtu
April 30, 1993
May 1, 1993
thru 25,000/MMBtu
May 31,1993
June 1, 1993
thru 25,000/MMBtu
June 30, 1993
July 1, 1993
thru 25,000/MMBtu
July 31, 1993
August 1, 1993
thru 25,000/MMBtu
August 31, 1993
September 1, 1993
thru 25,000/MMBtu
September 30, 1993
October 1, 1993
thru 25,000/MMBtu
October 31, 1993
November 1, 1993
thru 25,000/MMBtu
November 30, 1993
December 1, 1993
thru 20,000/MMBtu
December 31, 1993
January 1, 1994
thru 20,000/MMBtu
January 31, 1994
February 1, 1994
thru 15,000/MMBtu
February 28, 1994
"MMBtu" means one million British thermal
Units.
Effective Date: April 1, 1993
Termination Date: February 28, 1994
<PAGE>
Enron Risk Management Services Corp.
February 23, 1993
Ref. No.: 1335.0
Page 3
The terms of this Swap Transaction relating to the Fixed Price
Payor are as follows:
Fixed Price Payor: ERMS
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
March 24, 1993.
Fixed Amount: $1.856/MMBtu/Dry x 25,000 MMBtu per day for
the delivery month of April, 1993.
$1.794/MMBtu/Dry x 25,000 MMBtu per day for
the delivery month of May, 1993.
$1.755/MMBtu/Dry x 25,000 MMBtu per day for
the delivery month of June, 1993.
$1.745/MMBtu/Dry x 25,000 MMBtu per day for
the delivery month of July, 1993.
$1.75/MMBtu/Dry x 25,000 MMBtu per day for
the delivery month of August, 1993.
$1.77/MMBtu/Dry x 25,000 MMBtu per day for
the delivery month of September, 1993.
$1.915/MMBtu/Dry x 25,000 MMBtu per day for
the delivery month of October, 1993.
$2.083/MMBtu/Dry x 25,000 MMBtu per day for
the delivery month of November, 1993.
$2.26/MMBtu/Dry x 20,000 MMBtu per day for
the delivery month of December, 1993.
$2.26/MMBtu/Dry x 20,000 MMBtu per day for
the delivery month of January, 1994.
$1.985/MMBtu/Dry x 15,000 MMBtu per day for
the delivery month of February, 1994.
Period: Each calendar month beginning with April,
1993.
<PAGE>
Enron Risk Management Services Corp.
February 23, 1993
Ref. No.: 1335.0
Page 4
The terms of this Swap Transaction relating to the Floating
Price Payor are as follows:
Floating Price Payor: EOG
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
March 24, 1993.
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month of beginning with March, 1993
for the last three NYMEX Trading Days for
the natural gas contract for that month of
delivery.
Period: Each calendar month beginning with April,
1993.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for any
Period, the Price for such Period shall be the amount determined by
the mutual agreement of the parties in good faith to most closely
reflect the average spot price in Dollars per MMBtu for that period
for natural gas delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgment to such effect to the
attention of the Enron Risk Management Services Corp. (Fax No.
713/646-3564) within three New York Banking Days following this
Confirmation.
The parties agree that this Swap Transaction will be governed by
and subject to the terms and conditions of a master swap agreement
upon execution thereof.
Please check this Confirmation carefully upon receipt so that
errors and discrepancies can promptly be identified and rectified.
<PAGE>
Enron Risk Management Services Corp.
February 23, 1993
Ref. No.: 1335.0
Page 5
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Joseph Pokalsky
Vice President, Marketing Vice President February 23, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: February 25, 1993
CONFIRMATION LETTER
ERMS Transaction Reference No.: 1338.0
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987 Interest
Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this transaction
in connection with its line of business and that the terms hereof have
been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject
to, the following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc.
(EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
<PAGE>
Enron Risk Management Services Corp.
February 25, 1993
Ref. No.: 1338.0
Page 2
QUANTITY PER PERIOD QUANTITY PER DAY
PERIOD: PER PERIOD
December 1, 1993
thru 5,000/MMBtu
December 31, 1993
January 1, 1994
thru 5,000/MMBtu
January 31, 1994
February 1, 1994
thru 10,000/MMBtu
February 28, 1994
"MMBtu" means one million British thermal
Units.
Effective Date: December 1, 1993
Termination Date: February 28, 1994
The terms of this Swap Transaction relating to the Fixed Price
Payor are as follows:
Fixed Price Payor: ERMS
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
November 19, 1993.
Fixed Amount: $2.24/MMBtu/Dry x 5,000 MMBtu per day for
the delivery month of December, 1993.
$2.24/MMBtu/Dry x 5,000 MMBtu per day for
the delivery month of January, 1994.
$1.975/MMBtu/Dry x 10,000 MMBtu per day for
the delivery month of February, 1994.
Period: Each calendar month beginning with December,
1993.
<PAGE>
Enron Risk Management Services Corp.
February 25, 1993
Ref. No.: 1338.0
Page 3
The terms of this Swap Transaction relating to the Floating
Price Payor are as follows:
Floating Price Payor: EOG
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
November 19, 1993.
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month of beginning with January,
1994 for the last three NYMEX Trading Days
for the natural gas contract for that month
of delivery.
Period: Each calendar month beginning with December,
1993.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for
any Period, the Price for such Period shall be the amount determined
by the mutual agreement of the parties in good faith to most closely
reflect the average spot price in Dollars per MMBtu for that period
for natural gas delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgment to such effect to the
attention of the Enron Risk Management Services Corp. (Fax No.
713/646-3564) within three New York Banking Days following this
Confirmation.
The parties agree that this Swap Transaction will be governed
by and subject to the terms and conditions of a master swap agreement
upon execution thereof.
Please check this Confirmation carefully upon receipt so that
errors and discrepancies can promptly be identified and rectified.
<PAGE>
Enron Risk Management Services Corp.
February 25, 1993
Ref. No.: 1338.0
Page 4
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Joseph Pokalsky
Vice President, Marketing Vice President February 25, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: March 12, 1993
REVISED CONFIRMATION LETTER
ERMS Transaction Reference No.: 1370.0
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987 Interest
Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this transaction
in connection with its line of business and that the terms hereof have
been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject to,
the following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc.
(EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
<PAGE>
Enron Risk Management Services Corp.
March 12, 1993
Ref. No.: 1370.0
Page 2
QUANTITY PER PERIOD QUANTITY PER DAY
PERIOD: PER PERIOD
May 1, 1993
thru 15,000/MMBtu
May 31,1993
June 1, 1993
thru 15,000/MMBtu
June 30, 1993
July 1, 1993
thru 15,000/MMBtu
July 31, 1993
August 1, 1993
thru 15,000/MMBtu
August 31, 1993
September 1, 1993
thru 15,000/MMBtu
September 30, 1993
October 1, 1993
thru 15,000/MMBtu
October 31, 1993
November 1, 1993
thru 15,000/MMBtu
November 30, 1993
December 1, 1993
thru 10,000/MMBtu
December 31, 1993
January 1, 1994
thru 10,000/MMBtu
January 31, 1994
February 1, 1994
thru 10,000/MMBtu
February 28, 1994
March 1, 1994 15,000/MMBtu
thru
March 31, 1994
"MMBtu" means one million British thermal
Units.
Effective Date: May 1, 1993
<PAGE>
Enron Risk Management Services Corp.
March 12, 1993
Ref. No.: 1370.0
Page 3
Termination Date: March 31, 1994
The terms of this Swap Transaction relating to the Fixed Price
Payor are as follows:
Fixed Price Payor: ERMS
Payment Dates: 25th calendar day succeeding each Period End
Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
April 23, 1993.
Fixed Amount: $1.895/MMBtu/Dry x 15,000 MMBtu per day for
the delivery month of May, 1993.
$1.842/MMBtu/Dry x 15,000 MMBtu per day for
the delivery month of June, 1993.
$1.82/MMBtu/Dry x 15,000 MMBtu per day for
the delivery month of July, 1993.
$1.815/MMBtu/Dry x 15,000 MMBtu per day for
the delivery month of August, 1993.
$1.82/MMBtu/Dry x 15,000 MMBtu per day for
the delivery month of September, 1993.
$1.92/MMBtu/Dry x 15,000 MMBtu per day for
the delivery month of October, 1993.
$2.07/MMBtu/Dry x 15,000 MMBtu per day for
the delivery month of November, 1993.
$2.235/MMBtu/Dry x 10,000 MMBtu per day for
the delivery month of December, 1993.
$2.235/MMBtu/Dry x 10,000 MMBtu per day for
the delivery month of January, 1994.
$1.985/MMBtu/Dry x 10,000 MMBtu per day for
the delivery month of February, 1994.
$1.815/MMBtu/Dry x 15,000 MMBtu per day for
the delivery month of March, 1994.
Period: Each calendar month beginning with May,
1993.
<PAGE>
Enron Risk Management Services Corp.
March 12, 1993
Ref. No.: 1370.0
Page 4
The terms of this Swap Transaction relating to the Floating
Price Payor are as follows:
Floating Price Payor: EOG
Payment Dates: 25th calendar day succeeding each Period End
Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
April 23, 1993.
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month of beginning with May, 1993
for the last three NYMEX Trading Days for
the natural gas contract for that month of
delivery.
Period: Each calendar month beginning with May,
1993.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for any
Period, the Price for such Period shall be the amount determined by
the mutual agreement of the parties in good faith to most closely
reflect the average spot price in Dollars per MMBtu for that period
for natural gas delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgment to such effect to the
attention of the Enron Risk Management Services Corp. (Fax No.
713/646-3564) within three New York Banking Days following this
Confirmation.
The parties agree that this Swap Transaction will be governed by
and subject to the terms and conditions of a master swap agreement
upon execution thereof.
Please check this Confirmation carefully upon receipt so that
errors and discrepancies can promptly be identified and rectified.
<PAGE>
Enron Risk Management Services Corp.
March 12, 1993
Ref. No.: 1370.0
Page 5
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Lou L. Pai
Vice President, Marketing Vice President March 12, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: April 6, 1993
CONFIRMATION LETTER
ERMS Transaction Reference No.: 1471.0
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987 Interest
Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this transaction
in connection with its line of business and that the terms hereof have
been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject to,
the following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc.
(EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
<PAGE>
Enron Risk Management Services Corp.
April 6, 1993
Ref. No.: 1471.0
Page 2
QUANTITY PER PERIOD QUANTITY PER DAY
PERIOD: PER PERIOD
December 1, 1993
thru 7,500/MMBtu
December 31, 1993
January 1, 1994
thru 20,000/MMBtu
January 31, 1994
"MMBtu" means one million British thermal
Units.
Effective Date: December 1, 1993
Termination Date: January 31, 1994
The terms of this Swap Transaction relating to the Fixed Price
Payor are as follows:
Fixed Price Payor: EOG
Payment Dates: 25th calendar day succeeding each Period End
Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
November 22, 1993.
Fixed Amount: $2.41/MMBtu/Dry x 7,500 MMBtu per day for
the delivery month of December, 1993.
$2.375/MMBtu/Dry x 20,000 MMBtu per day for
the delivery month of January, 1994.
Period: Each calendar month beginning with December,
1993.
The terms of this Swap Transaction relating to the Floating
Price Payor are as follows:
Floating Price Payor: ERMS
Payment Dates: 25th calendar day succeeding each Period End
Date.
<PAGE>
Enron Risk Management Services Corp.
April 6, 1993
Ref. No.: 1471.0
Page 3
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery month.
The first Period End Date being November 19, 1993.
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month of beginning with December,
1993 for the last three NYMEX Trading Days
for the natural gas contract for that month
of delivery.
Period: Each calendar month beginning with December,
1993.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for any
Period, the Price for such Period shall be the amount determined by
the mutual agreement of the parties in good faith to most closely
reflect the average spot price in Dollars per MMBtu for that period
for natural gas delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgment to such effect to the
attention of the Enron Risk Management Services Corp. (Fax No.
713/646-3564) within three New York Banking Days following this
Confirmation.
The parties agree that this Swap Transaction will be governed by
and subject to the terms and conditions of a master swap agreement
upon execution thereof.
<PAGE>
Enron Risk Management Services Corp.
April 6, 1993
Ref. No.: 1471.0
Page 4
Please check this Confirmation carefully upon receipt so that
errors and discrepancies can promptly be identified and rectified.
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Lou L. Pai
Vice President, Marketing Vice President April 6, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: April 13, 1993
CONFIRMATION LETTER
ERMS Transaction Reference No.: 1485.0
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987 Interest
Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this transaction
in connection with its line of business and that the terms hereof have
been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject to,
the following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc.
(EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
<PAGE>
Enron Risk Management Services Corp.
March 13, 1993
Ref. No.: 1485.0
Page 2
QUANTITY PER PERIOD QUANTITY PER MONTH
PERIOD: PER PERIOD
March 1, 1994
thru 155,000/MMBtu
March 31, 1994
April 1, 1994
thru 150,000/MMBtu
April 30, 1994
May 1, 1994
thru 155,000/MMBtu
May 31, 1994
June 1, 1994
thru 150,000/MMBtu
June 30, 1994
July 1, 1994
thru 155,000/MMBtu
July 31, 1994
August 1, 1994
thru 155,000/MMBtu
August 31, 1994
September 1, 1994
thru 150,000/MMBtu
September 30, 1994
October 1, 1994
thru 155,000/MMBtu
October 31, 1994
"MMBtu" means one million British thermal
Units.
Effective Date: March 1, 1994
Termination Date: October 31, 1994
The terms of this Swap Transaction relating to the Fixed Price
Payor are as follows:
Fixed Price Payor: ERMS
Payment Dates: 25th calendar day succeeding each Period End
Date.
<PAGE>
Enron Risk Management Services Corp.
March 13, 1993
Ref. No.: 1485.0
Page 3
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
February 18, 1994.
Fixed Amount: $2.091/MMBtu/Dry x 155,000 MMBtu per month
for the delivery month of March, 1994.
$2.066/MMBtu/Dry x 150,000 MMBtu per month
for the delivery month of April, 1994.
$2.076/MMBtu/Dry x 155,000 MMBtu per month
for the delivery month of May, 1994.
$2.086/MMBtu/Dry x 150,000 MMBtu per month
for the delivery month of June, 1994.
$2.096/MMBtu/Dry x 155,000 MMBtu per month
for the delivery month of July, 1994.
$2.101/MMBtu/Dry x 155,000 MMBtu per month
for the delivery month of August, 1994.
$2.108/MMBtu/Dry x 150,000 MMBtu per month
for the delivery month of September, 1994.
$2.176/MMBtu/Dry x 155,000 MMBtu per month
for the delivery month of October, 1994.
Period: Each calendar month beginning with March,
1994.
The terms of this Swap Transaction relating to the Floating
Price Payor are as follows:
Floating Price Payor: EOG
Payment Dates: 25th calendar day succeeding each Period End
Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
February 18, 1994.
<PAGE>
Enron Risk Management Services Corp.
March 13, 1993
Ref. No.: 1485.0
Page 4
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month of beginning with March, 1994
for the last three NYMEX Trading Days for
the natural gas contract for that month of
delivery.
Period: Each calendar month beginning with March,
1994.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for any
Period, the Price for such Period shall be the amount determined by
the mutual agreement of the parties in good faith to most closely
reflect the average spot price in Dollars per MMBtu for that period
for natural gas delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgment to such effect to the
attention of the Enron Risk Management Services Corp. (Fax No.
713/646-3564) within three New York Banking Days following this
Confirmation.
The parties agree that this Swap Transaction will be governed by
and subject to the terms and conditions of a master swap agreement
upon execution thereof.
Please check this Confirmation carefully upon receipt so that
errors and discrepancies can promptly be identified and rectified.
<PAGE>
Enron Risk Management Services Corp.
March 13, 1993
Ref. No.: 1485.0
Page 5
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Joseph Pokalsky
Vice President, Marketing Vice President April 13, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: April 13, 1993
CONFIRMATION LETTER
ERMS Transaction Reference No.: 1486.0
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987 Interest
Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this transaction
in connection with its line of business and that the terms hereof have
been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject
to, the following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc.
(EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
<PAGE>
Enron Risk Management Services Corp.
April 13, 1993
Ref. No.: 1486.0
Page 2
QUANTITY PER PERIOD QUANTITY PER DAY
PERIOD: PER PERIOD
June 1, 1993
thru 10,000/MMBtu
June 30, 1993
July 1, 1993
thru 10,000/MMBtu
July 31, 1993
August 1, 1993
thru 10,000/MMBtu
August 31, 1993
September 1, 1993
thru 10,000/MMBtu
September 30, 1993
October 1, 1993
thru 10,000/MMBtu
October 31, 1993
November 1, 1993
thru 10,000/MMBtu
November 30, 1993
"MMBtu" means one million British thermal
Units.
Effective Date: June 1, 1993
Termination Date: November 30, 1993
The terms of this Swap Transaction relating to the Fixed Price
Payor are as follows:
Fixed Price Payor: ERMS
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being May
21, 1993.
<PAGE>
Enron Risk Management Services Corp.
April 13, 1993
Ref. No.: 1486.0
Page 3
Fixed Amount: $2.259/MMBtu/Dry x 10,000 MMBtu per day for
the delivery month of June, 1993.
$2.233/MMBtu/Dry x 10,000 MMBtu per day for
the delivery month of July, 1993.
$2.243/MMBtu/Dry x 10,000 MMBtu per day for
the delivery month of August, 1993.
$2.252/MMBtu/Dry x 10,000 MMBtu per day for
the delivery month of September, 1993.
$2.31/MMBtu/Dry x 10,000 MMBtu per day for
the delivery month of October, 1993.
$2.422/MMBtu/Dry x 10,000 MMBtu per day for
the delivery month of November, 1993.
Period: Each calendar month beginning with April,
1993.
The terms of this Swap Transaction relating to the Floating
Price Payor are as follows:
Floating Price Payor: EOG
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
March 24, 1993.
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month of beginning with March, 1993
for the last three NYMEX Trading Days for
the natural gas contract for that month of
delivery.
Period: Each calendar month beginning with April,
1993.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for
any Period, the Price for such Period shall be the amount determined
by the mutual agreement of the parties in good faith to most closely
reflect the average spot price in Dollars per MMBtu for that period
for natural gas delivered to Henry Hub, LA.
<PAGE>
Enron Risk Management Services Corp.
April 13, 1993
Ref. No.: 1486.0
Page 4
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgment to such effect to the
attention of the Enron Risk Management Services Corp. (Fax No.
713/646-3564) within three New York Banking Days following this
Confirmation.
The parties agree that this Swap Transaction will be governed
by and subject to the terms and conditions of a master swap agreement
upon execution thereof.
Please check this Confirmation carefully upon receipt so that
errors and discrepancies can promptly be identified and rectified.
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Joseph Pokalsky
Vice President, Marketing Vice President February 17, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: April 13, 1993
CONFIRMATION LETTER
ERMS Transaction Reference No.: 1494.0
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987 Interest
Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this transaction
in connection with its line of business and that the terms hereof have
been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject to,
the following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc.
(EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
<PAGE>
Enron Risk Management Services Corp.
April 13, 1993
Ref. No.: 1494.0
Page 2
QUANTITY PER PERIOD QUANTITY PER MONTH
PERIOD: PER PERIOD
March 1, 1994
thru 620,000/MMBtu
March 31, 1994
April 1, 1994
thru 600,000/MMBtu
April 30, 1994
May 1, 1994
thru 620,000/MMBtu
May 31, 1994
June 1, 1994
thru 600,000/MMBtu
June 30, 1994
July 1, 1994
thru 620,000/MMBtu
July 31, 1994
August 1, 1994
thru 620,000/MMBtu
August 31, 1994
September 1, 1994
thru 600,000/MMBtu
September 30, 1994
October 1, 1994
thru 620,000/MMBtu
October 31, 1994
"MMBtu" means one million British thermal
Units.
Effective Date: March 1, 1994
Termination Date: October 31, 1994
The terms of this Swap Transaction relating to the Fixed Price
Payor are as follows:
Fixed Price Payor: ERMS
Payment Dates: 25th calendar day succeeding each Period End
Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
February 18, 1994.
<PAGE>
Enron Risk Management Services Corp.
April 13, 1993
Ref. No.: 1494.0
Page 3
Fixed Amount: $2.125/MMBtu/Dry x 620,000 MMBtu per month
for the delivery month of March, 1994.
$2.085/MMBtu/Dry x 600,000 MMBtu per month
for the delivery month of April, 1994.
$2.095/MMBtu/Dry x 620,000 MMBtu per month
for the delivery month of May, 1994.
$2.11/MMBtu/Dry x 600,000 MMBtu per month
for the delivery month of June, 1994.
$2.11/MMBtu/Dry x 620,000 MMBtu per month
for the delivery month of July, 1994.
$2.11/MMBtu/Dry x 620,000 MMBtu per month
for the delivery month of August, 1994.
$2.12/MMBtu/Dry x 600,000 MMBtu per month
for the delivery month of September, 1994.
$2.20/MMBtu/Dry x 620,000 MMBtu per month
for the delivery month of October, 1994.
Period: Each calendar month beginning with March,
1994.
The terms of this Swap Transaction relating to the Floating
Price Payor are as follows:
Floating Price Payor: EOG
Payment Dates: 25th calendar day succeeding each Period End
Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
February 18, 1994.
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month of beginning with March, 1994
for the last three NYMEX Trading Days for
the natural gas contract for that month of
delivery.
<PAGE>
Enron Risk Management Services Corp.
April 13, 1993
Ref. No.: 1494.0
Page 4
Period: Each calendar month beginning with March,
1994.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for any
Period, the Price for such Period shall be the amount determined by
the mutual agreement of the parties in good faith to most closely
reflect the average spot price in Dollars per MMBtu for that period
for natural gas delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgment to such effect to the
attention of the Enron Risk Management Services Corp. (Fax No.
713/646-3564) within three New York Banking Days following this
Confirmation.
The parties agree that this Swap Transaction will be governed by
and subject to the terms and conditions of a master swap agreement
upon execution thereof.
Please check this Confirmation carefully upon receipt so that
errors and discrepancies can promptly be identified and rectified.
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Joseph Pokalsky
Vice President, Marketing Vice President April 13, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: April 13, 1993
CONFIRMATION LETTER
ERMS Transaction Reference No.: 1495.0
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987 Interest
Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this transaction
in connection with its line of business and that the terms hereof have
been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject
to, the following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc.
(EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
<PAGE>
Enron Risk Management Services Corp.
April 13, 1993
Ref. No.: 1495.0
Page 2
QUANTITY PER PERIOD QUANTITY PER DAY
PERIOD: PER PERIOD
June 1, 1993
thru 10,000/MMBtu
June 30, 1993
July 1, 1993
thru 10,000/MMBtu
July 31, 1993
August 1, 1993
thru 10,000/MMBtu
August 31, 1993
September 1, 1993
thru 10,000/MMBtu
September 30, 1993
October 1, 1993
thru 10,000/MMBtu
October 31, 1993
November 1, 1993
thru 10,000/MMBtu
November 30, 1993
"MMBtu" means one million British thermal
Units.
Effective Date: June 1, 1993
Termination Date: November 30, 1993
The terms of this Swap Transaction relating to the Fixed Price
Payor are as follows:
Fixed Price Payor: ERMS
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being May
21, 1993.
<PAGE>
Enron Risk Management Services Corp.
April 13, 1993
Ref. No.: 1495.0
Page 3
Fixed Amount: $2.35/MMBtu/Dry x 10,000 MMBtu per day for
the delivery month of June, 1993.
$2.33/MMBtu/Dry x 10,000 MMBtu per day for
the delivery month of July, 1993.
$2.33/MMBtu/Dry x 10,000 MMBtu per day for
the delivery month of August, 1993.
$2.35/MMBtu/Dry x 10,000 MMBtu per day for
the delivery month of September, 1993.
$2.38/MMBtu/Dry x 10,000 MMBtu per day for
the delivery month of October, 1993.
$2.49/MMBtu/Dry x 10,000 MMBtu per day for
the delivery month of November, 1993.
Period: Each calendar month beginning with June,
1993.
The terms of this Swap Transaction relating to the Floating
Price Payor are as follows:
Floating Price Payor: EOG
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being May
21, 1993.
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month of beginning with June, 1993
for the last three NYMEX Trading Days for
the natural gas contract for that month of
delivery.
Period: Each calendar month beginning with June,
1993.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for
any Period, the Price for such Period shall be the amount determined
by the mutual agreement of the parties in good faith to most closely
reflect the average spot price in Dollars per MMBtu for that period
for natural gas delivered to Henry Hub, LA.
<PAGE>
Enron Risk Management Services Corp.
April 13, 1993
Ref. No.: 1495.0
Page 4
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgment to such effect to the
attention of the Enron Risk Management Services Corp. (Fax No.
713/646-3564) within three New York Banking Days following this
Confirmation.
The parties agree that this Swap Transaction will be governed
by and subject to the terms and conditions of a master swap agreement
upon execution thereof.
Please check this Confirmation carefully upon receipt so that
errors and discrepancies can promptly be identified and rectified.
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Joseph Pokalsky
Vice President, Marketing Vice President April 13, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: April 13, 1993
CONFIRMATION LETTER
ERMS Transaction Reference No.: 1509.0
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987 Interest
Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this transaction
in connection with its line of business and that the terms hereof have
been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject
to, the following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc.
(EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
<PAGE>
Enron Risk Management Services Corp.
April 14, 1993
Ref. No.: 1509.0
Page 2
QUANTITY PER PERIOD QUANTITY PER DAY
PERIOD: PER PERIOD
August 1, 1994
thru 15,000/MMBtu
August 31, 1994
September 1, 1994
thru 15,000/MMBtu
September 30, 1994
"MMBtu" means one million British thermal
Units.
August 1, 1994 Effective Date:
Termination Date: September 30, 1994
The terms of this Swap Transaction relating to the Fixed Price
Payor are as follows:
Fixed Price Payor: ERMS
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being July
22, 1994
Fixed Amount: $2.235/MMBtu/Dry x 15,000 MMBtu per day for
the delivery month of August, 1994.
$2.23/MMBtu/Dry x 15,000 MMBtu per day for
the delivery month of September, 1994.
Period: Each calendar month beginning with August,
1994.
The terms of this Swap Transaction relating to the Floating
Price Payor are as follows:
Floating Price Payor: EOG
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being July
22, 1994.
<PAGE>
Enron Risk Management Services Corp.
April 14, 1993
Ref. No.: 1509.0
Page 3
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month of beginning with June, 1993
for the last three NYMEX Trading Days for
the natural gas contract for that month of
delivery.
Period: Each calendar month beginning with August,
1994.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for
any Period, the Price for such Period shall be the amount determined
by the mutual agreement of the parties in good faith to most closely
reflect the average spot price in Dollars per MMBtu for that period
for natural gas delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgment to such effect to the
attention of the Enron Risk Management Services Corp. (Fax No.
713/646-3564) within three New York Banking Days following this
Confirmation.
The parties agree that this Swap Transaction will be governed
by and subject to the terms and conditions of a master swap agreement
upon execution thereof.
<PAGE>
Enron Risk Management Services Corp.
April 14, 1993
Ref. No.: 1509.0
Page 4
Please check this Confirmation carefully upon receipt so that
errors and discrepancies can promptly be identified and rectified.
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Lou L. Pai
Vice President, Marketing Vice President April 14, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: April 15, 1993
REVISED CONFIRMATION LETTER
ERMS Transaction Reference No.: 1514.0
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987 Interest
Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this transaction
in connection with its line of business and that the terms hereof have
been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject to,
the following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc.
(EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
<PAGE>
Enron Risk Management Services Corp.
April 15, 1993
Ref. No.: 1514.0
Page 2
QUANTITY PER PERIOD QUANTITY PER DAY
PERIOD: PER PERIOD
March 1, 1994
thru 15,000/MMBtu
March 31, 1994
April 1, 1994
thru 15,000/MMBtu
April 30, 1994
May 1, 1994
thru 15,000/MMBtu
May 31, 1994
June 1, 1994
thru 15,000/MMBtu
June 30, 1994
July 1, 1994
thru 15,000/MMBtu
July 31, 1994
October 1, 1994
thru 15,000/MMBtu
October 31, 1994
"MMBtu" means one million British thermal
Units.
Effective Date: March 1, 1994
Termination Date: October 31, 1994
The terms of this Swap Transaction relating to the Fixed Price
Payor are as follows:
Fixed Price Payor: ERMS
Payment Dates: 25th calendar day succeeding each Period End
Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
February 18, 1994.
<PAGE>
Enron Risk Management Services Corp.
April 15, 1993
Ref. No.: 1514.0
Page 3
Fixed Amount: $2.245/MMBtu/Dry x 15,000 MMBtu per day for
the delivery month of March, 1994.
$2.21/MMBtu/Dry x 15,000 MMBtu per day for
the delivery month of April, 1994.
$2.223/MMBtu/Dry x 15,000 MMBtu per day for
the delivery month of May, 1994.
$2.235/MMBtu/Dry x 15,000 MMBtu per day for
the delivery month of June, 1994.
$2.245/MMBtu/Dry x 15,000 MMBtu per day for
the delivery month of July, 1994.
$2.315/MMBtu/Dry x 15,000 MMBtu per day for
the delivery month of October, 1994.
Period: Each calendar month beginning with March,
1994.
The terms of this Swap Transaction relating to the Floating
Price Payor are as follows:
Floating Price Payor: EOG
Payment Dates: 25th calendar day succeeding each Period End
Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
February 18, 1994.
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month of beginning with March, 1994
for the last three NYMEX Trading Days for
the natural gas contract for that month of
delivery.
Period: Each calendar month beginning with March,
1994.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for any
Period, the Price for such Period shall be the amount determined by
the mutual agreement of the parties in good faith to most closely
reflect the average spot price in Dollars per MMBtu for that period
for natural gas delivered to Henry Hub, LA.
<PAGE>
Enron Risk Management Services Corp.
April 15, 1993
Ref. No.: 1514.0
Page 4
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgment to such effect to the
attention of the Enron Risk Management Services Corp. (Fax No.
713/646-3564) within three New York Banking Days following this
Confirmation.
The parties agree that this Swap Transaction will be governed by
and subject to the terms and conditions of a master swap agreement
upon execution thereof.
Please check this Confirmation carefully upon receipt so that
errors and discrepancies can promptly be identified and rectified.
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC . ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Joseph Pokalsky
Vice President, Marketing Vice President April 15, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: April 26, 1993
CONFIRMATION LETTER
ERMS Transaction Reference No.: 1533.01
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987 Interest
Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this transaction
in connection with its line of business and that the terms hereof have
been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject
to, the following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc.
(EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
<PAGE>
Enron Risk Management Services Corp.
April 26, 1993
Ref. No.: 1533.01
Page 2
QUANTITY PER PERIOD QUANTITY PER DAY
PERIOD: PER PERIOD
August 1, 1993
thru 50,000/MMBtu
August 31, 1993
September 1, 1993
thru 50,000/MMBtu
September 30, 1993
October 1, 1993
thru 50,000/MMBtu
October 31, 1993
November 1, 1993
thru 50,000/MMBtu
November 30, 1993
December 1, 1993
thru 50,000/MMBtu
December 31, 1993
"MMBtu" means one million British thermal
Units.
Effective Date: August 1, 1993
Termination Date: December 31, 1993
The terms of this Swap Transaction relating to the Fixed Price
Payor are as follows:
Fixed Price Payor: ERMS
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being July
23, 1993.
Fixed Amount: $2.31/MMBtu/Dry x 50,000 MMBtu per day for
the delivery month of August, 1993.
$2.33/MMBtu/Dry x 50,000 MMBtu per day for
the delivery month of September, 1993.
$2.372/MMBtu/Dry x 50,000 MMBtu per day for
the delivery month of October, 1993.
$2.472/MMBtu/Dry x 50,000 MMBtu per day for
the delivery month of November, 1993.
$2.60/MMBtu/Dry x 50,000 MMBtu per day for
the delivery month of December, 1993.
<PAGE>
Enron Risk Management Services Corp.
April 26, 1993
Ref. No.: 1533.01
Page 3
Period: Each calendar month beginning with August,
1993.
The terms of this Swap Transaction relating to the Floating
Price Payor are as follows:
Floating Price Payor: EOG
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being July
23, 1993.
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month of beginning with August,
1993 for the last three NYMEX Trading Days
for the natural gas contract for that month
of delivery.
Period: Each calendar month beginning with August,
1993.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for
any Period, the Price for such Period shall be the amount determined
by the mutual agreement of the parties in good faith to most closely
reflect the average spot price in Dollars per MMBtu for that period
for natural gas delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgment to such effect to the
attention of the Enron Risk Management Services Corp. (Fax No.
713/646-3564) within three New York Banking Days following this
Confirmation.
The parties agree that this Swap Transaction will be governed
by and subject to the terms and conditions of a master swap agreement
upon execution thereof.
Please check this Confirmation carefully upon receipt so that
errors and discrepancies can promptly be identified and rectified.
Enron Risk Management Services Corp.
April 26, 1993
Ref. No.: 1533.01
Page 4
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Joseph Pokalsky
Vice President, Marketing Vice President April 26, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: April 25, 1993
CONFIRMATION LETTER
ERMS Transaction Reference No.: 1569.0
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987 Interest
Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this transaction
in connection with its line of business and that the terms hereof have
been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject to,
the following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc.
(EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
<PAGE>
Enron Risk Management Services Corp.
April 25, 1993
Ref. No.: 1569.01
Page 2
QUANTITY PER PERIOD QUANTITY PER DAY
PERIOD: PER PERIOD
March 1, 1994
thru 10,000/MMBtu
March 31, 1994
April 1, 1994
thru 10,000/MMBtu
April 30, 1994
May 1, 1994
thru 10,000/MMBtu
May 31, 1994
June 1, 1994
thru 10,000/MMBtu
June 30, 1994
July 1, 1994
thru 10,000/MMBtu
July 31, 1994
August 1, 1994
thu 10,000/MMBtu
August 31, 1994
September 1, 1994
thru 10,000/MMBtu
September 30, 1994
October 1, 1994
thru 10,000/MMBtu
October 31, 1994
"MMBtu" means one million British thermal
Units.
Effective Date: March 1, 1994
Termination Date: October 31, 1994
The terms of this Swap Transaction relating to the Fixed Price
Payor are as follows:
Fixed Price Payor: ERMS
Payment Dates: 25th calendar day succeeding each Period End
Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
February 18, 1994.
<PAGE>
Enron Risk Management Services Corp.
April 25, 1993
Ref. No.: 1569.0
Page 3
Fixed Amount: $2.269/MMBtu/Dry x 310,000 MMBtu per month
for the delivery month of March, 1994.
$2.269/MMBtu/Dry x 300,000 MMBtu per month
for the delivery month of April, 1994.
$2.269/MMBtu/Dry x 310,000 MMBtu per month
for the delivery month of May, 1994.
$2.269/MMBtu/Dry x 300,000 MMBtu per month
for the delivery month of June, 1994.
$2.269/MMBtu/Dry x 310,000 MMBtu per month
for the delivery month of July, 1994.
$2.269/MMBtu/Dry x 310,000 MMBtu per month
for the delivery month of August, 1994.
$2.269/MMBtu/Dry x 300,000 MMBtu per month
for the delivery month of September, 1994.
$2.269/MMBtu/Dry x 310,000 MMBtu per month
for the delivery month of October, 1994.
Period: Each calendar month beginning with March,
1994.
The terms of this Swap Transaction relating to the Floating
Price Payor are as follows:
Floating Price Payor: EOG
Payment Dates: 25th calendar day succeeding each Period End
Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
February 18, 1994.
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month of beginning with March, 1994
for the last three NYMEX Trading Days for
the natural gas contract for that month of
delivery.
Period: Each calendar month beginning with March,
1994.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
<PAGE>
Enron Risk Management Services Corp.
April 25, 1993
Ref. No.: 1569.0
Page 4
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for any
Period, the Price for such Period shall be the amount determined by
the mutual agreement of the parties in good faith to most closely
reflect the average spot price in Dollars per MMBtu for that period
for natural gas delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgment to such effect to the
attention of the Enron Risk Management Services Corp. (Fax No.
713/646-3564) within three New York Banking Days following this
Confirmation.
The parties agree that this Swap Transaction will be governed by
and subject to the terms and conditions of a master swap agreement
upon execution thereof.
Please check this Confirmation carefully upon receipt so that
errors and discrepancies can promptly be identified and rectified.
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Joseph Pokalsky
Vice President, Marketing Vice President April 25, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: July 14, 1993
REVISED CONFIRMATION LETTER
ERMS Transaction Reference No.: 01986.00
The purpose of this communication is to set forth the terms
and conditions of the Swap Transaction entered into between us as of
the Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987 Interest
Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this
transaction in connection with its line of business and that the terms
hereof have been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject
to, the following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc.
(EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
Enron Risk Management Services Corp.
July 14, 1993
Ref. No.: 01986.00
Page 2
QUANTITY PER PERIOD QUANTITY PER DAY
PERIOD: PER PERIOD
August 1, 1993
thru 100,000/MMBtu
August 31, 1993
September 1, 1993
thru 50,000/MMBtu
September 30, 1993
November 1, 1993
thru 100,000/MMBtu
November 30, 1993
December 1, 1993
thru 100,000/MMBtu
December 31, 1993
"MMBtu" means one million British thermal
Units.
Effective Date: August 1,1993
Termination Date: December 31, 1993
The terms of this Swap Transaction relating to
the Fixed Price Payor are as follows:
Fixed Price Payor: EOG
Payment Dates: Twenty-five days after each Period End
Date.
Period End Date: The last day of each calendar month for
appropriate delivery month. The first
Period End Date being August 31, 1993.
Fixed Amount: $2.05/MMBtu/Dry x 100,000 MMBtu per day for
the delivery month of August, 1993.
$2.075/MMBtu/Dry x 50,000 MMBtu per day for
the delivery month of September, 1993.
Fixed Amount: $2.33/MMBtu/Dry x 100,000 MMBtu per day for
the delivery month of November, 1993.
$2.50/MMBtu/Dry x 100,000 MMBtu per day for
the delivery month of December, 1993.
<PAGE>
Enron Risk Management Services Corp.
July 14, 1993
Ref. No.: 01986.00
Page 3
Period: Each calendar month beginning with August,
1993.
The terms of this Swap Transaction relating to the Floating
Price Payor are as follows:
Floating Price Payor: ERMS
Payment Dates: Twenty-five days after each Period End
Date.
Period End Date: The last day of each calendar month for
appropriate delivery month. The first
Period End Date being August 31, 1993.
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for
the natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month beginning with August, 1993
for the last three NYMEX Trading Days for
the natural gas contract for that month of
delivery.
Period: Each calendar month beginning with August,
1993.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New
York Banking Day.
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for
any Period, the Price for such Period shall be the amount determined
by the mutual agreement of the parties in good faith to most closely
reflect the average spot price in Dollars per MMBtu for that period
for natural gas delivered to Henry Hub, LA.
<PAGE>
Enron Risk Management Services Corp.
July 14, 1993
Ref. No.: 01986.00
Page 4
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgment to such effect to the
attention of the Enron Risk Management Services Corp. (Fax No. 713/646-3564)
within three New York Banking Days following this Confirmation.
The parties agree that this Swap Transaction will be governed
by and subject to the terms and conditions of a master swap agreement
upon execution thereof.
Please check this Confirmation carefully upon receipt so that
errors and discrepancies can promptly be identified and rectified.
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Joseph Pokalsky
Vice President, Marketing Vice President July 14, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: August 23, 1993
CONFIRMATION LETTER
ERMS Transaction Reference No.: 02217.00
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987 Interest
Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this transaction
in connection with its line of business and that the terms hereof have
been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject
to, the following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc.
(EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
<PAGE>
Enron Risk Management Services Corp.
August 23, 1993
Ref. No.: 02217.00
Page 2
QUANTITY PER PERIOD QUANTITY PER MONTH
PERIOD: PER PERIOD
December 1, 1993
thru 1,600,000/MMBtu
December 31, 1993
January 1, 1994
thru 2,200,000/MMBtu
January 31, 1994
February 1, 1994
thru 1,070,000/MMBtu
February 28, 1994
"MMBtu" means one million British thermal
Units.
Effective Date: December 1, 1993
Termination Date: February 28, 1994
The terms of this Swap Transaction relating to the Fixed Price
Payor are as follows:
Fixed Price Payor: EOG
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last calendar day for the appropriate
delivery month. The first Period End Date
being December 31, 1993.
Fixed Amount: $2.575/MMBtu/Dry x 1,600,000 MMBtu per month
for the delivery month of December, 1993.
$2.535/MMBtu/Dry x 2,200,000 MMBtu per month
for the delivery month of January, 1994.
$2.355/MMBtu/Dry x 1,070,000 MMBtu per month
for the delivery month of February, 1994.
Period: Each calendar month beginning with December,
1993.
The terms of this Swap Transaction relating to the Floating
Price Payor are as follows:
Floating Price Payor: ERMS
Payment Dates: Twenty-five days after each Period End Date.
<PAGE>
Enron Risk Management Services Corp.
August 23, 1993
Ref. No.: 02217.00
Page 3
Period End Date: The last calendar day for the appropriate
delivery month. The first Period End Date
being December 31, 1993.
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month beginning with December, 1993
for the last three NYMEX Trading Days for
the natural gas contract for that month of
delivery.
Period: Each calendar month beginning with December,
1993.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for
any Period, the Price for such Period shall be the amount determined
by the mutual agreement of the parties in good faith to most closely
reflect the average spot price in Dollars per MMBtu for that period
for natural gas delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgment to such effect to the
attention of the Enron Risk Management Services Corp. (Fax No.
713/646-3564) within three New York Banking Days following this
Confirmation.
The parties agree that this Swap Transaction will be governed
by and subject to the terms and conditions of a master swap agreement
upon execution thereof.
Please check this Confirmation carefully upon receipt so that
errors and discrepancies can promptly be identified and rectified.
<PAGE>
Enron Risk Management Services Corp.
August 23, 1993
Ref. No.: 02217.00
Page 4
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Joseph Pokalsky
Vice President, Marketing Vice President August 23, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: August 25, 1993
CONFIRMATION LETTER
ERMS Transaction Reference No.: 02227.00
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987 Interest
Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this transaction
in connection with its line of business and that the terms hereof have
been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject
to, the following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc. (EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
<PAGE>
Enron Risk Management Services Corp.
August 25, 1993
Ref. No.: 02227.00
Page 2
QUANTITY PER PERIOD QUANTITY PER MONTH
PERIOD: PER PERIOD
February 1, 1994
thru 1,180,000/MMBtu
February 28, 1994
"MMBtu" means one million British thermal
Units.
Effective Date: February 1, 1994
Termination Date: February 28, 1994
The terms of this Swap Transaction relating to the Fixed Price
Payor are as follows:
Fixed Price Payor: EOG
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last calendar day for the appropriate
delivery month. The first Period End Date
being February 28, 1994.
Fixed Amount: $2.365/MMBtu/Dry x 1,180,000 MMBtu per month
for the delivery month of February, 1994.
Period: Each calendar month beginning with February,
1994.
The terms of this Swap Transaction relating to the Floating
Price Payor are as follows:
Floating Price Payor: ERMS
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last calendar day for the appropriate
delivery month. The first Period End Date
being February 28, 1994.
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month beginning with February, 1994
for the last three NYMEX Trading Days for
the natural gas contract for that month of
delivery.
<PAGE>
Enron Risk Management Services Corp.
August 25, 1993
Ref. No.: 02227.00
Page 3
Period: Each calendar month beginning with February,
1994.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for
any Period, the Price for such Period shall be the amount determined
by the mutual agreement of the parties in good faith to most closely
reflect the average spot price in Dollars per MMBtu for that period
for natural gas delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgment to such effect to the
attention of the Enron Risk Management Services Corp. (Fax No.
713/646-3564) within three New York Banking Days following this
Confirmation.
The parties agree that this Swap Transaction will be governed
by and subject to the terms and conditions of a master swap agreement
upon execution thereof.
Please check this Confirmation carefully upon receipt so that
errors and discrepancies can promptly be identified and rectified.
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Joseph Pokalsky
Vice President, Marketing Vice President August 25, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: September 7, 1993
CONFIRMATION LETTER
ERMS Transaction Reference No.: 02278.00
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987 Interest
Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this transaction
in connection with its line of business and that the terms hereof have
been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject
to, the following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc. (EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
<PAGE>
Enron Risk Management Services Corp.
September 7, 1993
Ref. No.: 02278.00
Page 2
QUANTITY PER PERIOD QUANTITY PER DAY
PERIOD: PER PERIOD
October 1, 1993
thru 30,000/MMBtu
October 31, 1993
November 1, 1993
thru 30,000/MMBtu
November 30, 1993
"MMBtu" means one million British thermal
Units.
Effective Date: October 1, 1993
Termination Date: November 30, 1993
The terms of this Swap Transaction relating to the Fixed Price
Payor are as follows:
Fixed Price Payor: EOG
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last calendar day for the appropriate
delivery month. The first Period End Date
being October 31, 1993.
Fixed Amount: $2.285/MMBtu/Dry x 30,000 MMBtu per day for
the delivery month of October, 1993.
$2.385/MMBtu/Dry x 30,000 MMBtu per day for
the delivery month of November, 1993.
Period: Each calendar month beginning with October
31, 1993.
The terms of this Swap Transaction relating to the Floating
Price Payor are as follows:
Floating Price Payor: ERMS
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last calendar day for the appropriate
delivery month. The first Period End Date
being October 31, 1993.
<PAGE>
Enron Risk Management Services Corp.
September 7, 1993
Ref. No.: 02278.00
Page 3
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month beginning with October, 1993
for the last three NYMEX Trading Days for
the natural gas contract for that month of
delivery.
Period: Each calendar month beginning with October,
1993.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for
any Period, the Price for such Period shall be the amount determined
by the mutual agreement of the parties in good faith to most closely
reflect the average spot price in Dollars per MMBtu for that period
for natural gas delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgment to such effect to the
attention of the Enron Risk Management Services Corp. (Fax No.
713/646-3564) within three New York Banking Days following this
Confirmation.
The parties agree that this Swap Transaction will be governed
by and subject to the terms and conditions of a master swap agreement
upon execution thereof.
Please check this Confirmation carefully upon receipt so that
errors and discrepancies can promptly be identified and rectified.
<PAGE>
Enron Risk Management Services Corp.
September 7, 1993
Ref. No.: 02278.00
Page 4
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Joseph Pokalsky
Vice President, Marketing Vice President September 7, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: September 10, 1993
CONFIRMATION LETTER
ERMS Transaction Reference No.: 02299.00
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987 Interest
Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this transaction
in connection with its line of business and that the terms hereof have
been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject
to, the following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc.
(EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
<PAGE>
Enron Risk Management Services Corp.
September 10, 1993
Ref. No.: 02299.00
Page 2
QUANTITY PER PERIOD QUANTITY PER DAY
PERIOD: PER PERIOD
October 1, 1993
thru 25,000/MMBtu
October 31, 1993
November 1, 1993
thru 25,000/MMBtu
November 30, 1993
"MMBtu" means one million British thermal
Units.
Effective Date: October 1, 1993
Termination Date: November 30, 1993
The terms of this Swap Transaction relating to the Fixed Price
Payor are as follows:
Fixed Price Payor: EOG
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last calendar day for the appropriate
delivery month. The first Period End Date
being October 31, 1993.
Fixed Amount: $2.215/MMBtu/Dry x 25,000 MMBtu per day for
the delivery month of October, 1993.
$2.325/MMBtu/Dry x 25,000 MMBtu per day for
the delivery month of November, 1993.
Period: Each calendar month beginning with October
31, 1993.
The terms of this Swap Transaction relating to the Floating
Price Payor are as follows:
Floating Price Payor: ERMS
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last calendar day for the appropriate
delivery month. The first Period End Date
being October 31, 1993.
<PAGE>
Enron Risk Management Services Corp.
September 10, 1993
Ref. No.: 02299.00
Page 3
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month beginning with October, 1993
for the last three NYMEX Trading Days for
the natural gas contract for that month of
delivery.
Period: Each calendar month beginning with October,
1993.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for
any Period, the Price for such Period shall be the amount determined
by the mutual agreement of the parties in good faith to most closely
reflect the average spot price in Dollars per MMBtu for that period
for natural gas delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgment to such effect to the
attention of the Enron Risk Management Services Corp. (Fax No.
713/646-3564) within three New York Banking Days following this
Confirmation.
The parties agree that this Swap Transaction will be governed
by and subject to the terms and conditions of a master swap agreement
upon execution thereof.
Please check this Confirmation carefully upon receipt so that
errors and discrepancies can promptly be identified and rectified.
<PAGE>
Enron Risk Management Services Corp.
September 10, 1993
Ref. No.: 02299.00
Page 4
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Joseph Pokalsky
Vice President, Marketing Vice President September 10, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: September 16, 1993
CONFIRMATION LETTER
ERMS Transaction Reference No.: 02372.00
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987 Interest
Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this transaction
in connection with its line of business and that the terms hereof have
been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject
to, the following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc.
(EEOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
<PAGE>
Enron Risk Management Services Corp.
September 16, 1993
Ref. No.: 02372.00
Page 2
QUANTITY PER PERIOD QUANTITY PER DAY
PERIOD: PER PERIOD
October 1, 1993
thru 25,000/MMBtu
October 31, 1993
November 1, 1993
thru 25,000/MMBtu
November 30, 1993
"MMBtu" means one million British thermal
Units.
Effective Date: October 1, 1993
Termination Date: November 30, 1993
The terms of this Swap Transaction relating to the Fixed Price
Payor are as follows:
Fixed Price Payor: EOG
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last calendar day for the appropriate
delivery month. The first Period End Date
being October 31, 1993.
Fixed Amount: $2.105/MMBtu/Dry x 25,000 MMBtu per day for
the delivery month of October, 1993.
$2.205/MMBtu/Dry x 25,000 MMBtu per day for
the delivery month of November, 1993.
Period: Each calendar month beginning with October
31, 1993.
The terms of this Swap Transaction relating to the Floating
Price Payor are as follows:
Floating Price Payor: ERMS
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last calendar day for the appropriate
delivery month. The first Period End Date
being October 31, 1993.
<PAGE>
Enron Risk Management Services Corp.
September 16, 1993
Ref. No.: 02372.00
Page 3
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month beginning with October, 1993
for the last three NYMEX Trading Days for
the natural gas contract for that month of
delivery.
Period: Each calendar month beginning with October,
1993.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for
any Period, the Price for such Period shall be the amount determined
by the mutual agreement of the parties in good faith to most closely
reflect the average spot price in Dollars per MMBtu for that period
for natural gas delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgment to such effect to the
attention of the Enron Risk Management Services Corp. (Fax No.
713/646-3564) within three New York Banking Days following this
Confirmation.
The parties agree that this Swap Transaction will be governed
by and subject to the terms and conditions of a master swap agreement
upon execution thereof.
Please check this Confirmation carefully upon receipt so that
errors and discrepancies can promptly be identified and rectified.
<PAGE>
Enron Risk Management Services Corp.
September 16, 1993
Ref. No.: 02372.00
Page 4
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Joseph Pokalsky
Vice President, Marketing Vice President September 16, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: October 6, 1993
CONFIRMATION LETTER
ERMS Transaction Reference No.: 02647.00
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987 Interest
Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this transaction
in connection with its line of business and that the terms hereof have
been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject
to, the following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc.
(EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
<PAGE>
Enron Risk Management Services Corp.
October 6, 1993
Ref. No.: 02647.00
Page 2
QUANTITY PER PERIOD QUANTITY PER MONTH
PERIOD: PER PERIOD
November 1, 1993
thru 1,650,000/MMBtu
November 30, 1993
"MMBtu" means one million British thermal
Units.
Effective Date: November 1, 1993
Termination Date: November 30, 1993
The terms of this Swap Transaction relating to the Fixed Price
Payor are as follows:
Fixed Price Payor: EOG
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last calendar day for the appropriate
delivery month. The first Period End Date
being November 30, 1993.
Fixed Amount: $2.18/MMBtu/Dry x 1,650,000 MMBtu per month
for the delivery month of November, 1993.
Period: Each calendar month beginning with November
30, 1993.
The terms of this Swap Transaction relating to the Floating
Price Payor are as follows:
Floating Price Payor: ERMS
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last calendar day for the appropriate
delivery month. The first Period End Date
being November 30, 1993.
<PAGE>
Enron Risk Management Services Corp.
October 6, 1993
Ref. No.: 02647.00
Page 3
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month beginning with November, 1993
for the last three NYMEX Trading Days for
the natural gas contract for that month of
delivery.
Period: Each calendar month beginning with November,
1993.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for
any Period, the Price for such Period shall be the amount determined
by the mutual agreement of the parties in good faith to most closely
reflect the average spot price in Dollars per MMBtu for that period
for natural gas delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgment to such effect to the
attention of the Enron Risk Management Services Corp. (Fax No.
713/646-3564) within three New York Banking Days following this
Confirmation.
The parties agree that this Swap Transaction will be governed
by and subject to the terms and conditions of a master swap agreement
upon execution thereof.
Please check this Confirmation carefully upon receipt so that
errors and discrepancies can promptly be identified and rectified.
<PAGE>
Enron Risk Management Services Corp.
October 6, 1993
Ref. No.: 02647.00
Page 4
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Title) (Date) Joseph Pokalsky
Vice President October 6, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: June 14, 1992
CONFIRMATION
ERMS Transaction Reference No.: 0000644
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below. Furthermore, this Confirmation
cancels and replaces Confirmations 0000302 and 0000332 dated November
15, 1991 and December 17, 1991 respectively.
The definitions and provisions contained in the 1987 Interest
Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this transaction
in connection with its line of business and that the terms hereof have
been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject
to, the following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc.
(EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
<PAGE>
Enron Risk Management Services Corp.
June 14, 1992
Ref. No.: 0000644
Page 2
QUANTITY PER PERIOD QUANTITY PER MONTH
PERIOD: PER PERIOD
January 1, 1996
thru
December 31, 2000 40,000 MMBtu
"MMBtu" means one million British thermal
Units.
Effective Date: January 1, 1996
Termination Date: December 31, 2000
The terms of this Swap Transaction relating to the Fixed Price
Payor are as follows:
Fixed Price Payor: EOG
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last day of each calendar month with the
first Period End Date being January 31,
1996.
Fixed Amount: $2.42 per MMBtu/Dry x 40,000 MMBtu per day
for January 1, 1996 thru December 31, 1999.
$2.45 per MMBtu/Dry x 40,000 MMBtu per day
for January 1, 2000 thru December 31, 2000.
Period: Each calendar month beginning with January,
1996.
The terms of this Swap Transaction relating to the Floating
Price Payor are as follows:
Floating Price Payor: ERMS
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last day of each calendar month with the
first Period End Date being January 31,
1996.
<PAGE>
Enron Risk Management Services Corp.
June 14, 1992
Ref. No.: 0000644
Page 3
Floating Amount: The product of: The Quantity Per Period x
the number of Days in the Period x the
number determined by subtracting $0.13 from
the per MMBtu price reported in the first
publication each month of NATURAL GAS WEEK,
in the table entitled "Cash Market Hub
Trading" as reported for the Current month
for Henry Hub, La.
Period: Each calendar month beginning with January,
1996.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
Alternate Component Prices:
If NATURAL GAS WEEK is not published for any Period, the Price
for such Period shall be the amount determined by the mutual agreement
of the parties in good faith to most closely reflect the average spot
price in Dollars per MMBtu for that period for natural gas delivered
to Henry Hub, LA.
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgment to such effect to the
attention of the Enron Risk Management Services Corp. (Fax No.
713/646-3564) within three New York Banking Days following this
Confirmation.
The parties agree that this Swap Transaction will be governed
by and subject to the terms and conditions of a master swap agreement
upon execution thereof.
Please check this Confirmation carefully upon receipt so that
errors and discrepancies can promptly be identified and rectified.
<PAGE>
Enron Risk Management Services Corp.
June 14, 1992
Ref. No.: 0000644
Page 4
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Mark Peterson
Vice President, Marketing Vice President June 14, 1992
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, Texas 77002
Attn: Manager, Marketing Administration
From: Enron Finance Corp.
1400 Smith Street
Houston, Texas 77002
Date: March 25, 1991
CONFIRMATION
EFC Transaction Reference No.:
The purpose of this communication is to set forth the terms
and conditions of the Swap Transaction entered into between us as of
the Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987
Interest Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
This Confirmation supplements, forms part of, and is subject
to, the following master swap agreement:
Dated As Of: January 1, 1991
Between: Enron Oil & Gas Marketing, Inc. ("EOGM")
And: Enron Finance Corp. ("EFC")
All provisions contained in the master swap agreement govern
this Confirmation except as expressly modified below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas ("Natural
Gas").
QUANTITY PER PERIOD QUANTITY PER DAY
PERIOD: PER PERIOD
(a) April 1991 20,000 MMBtu
(b) May 1991 40,000 MMBtu
(c) June 1991 through
December 1991 60,000 MMBtu
(d) January 1992 through
December 2000 40,000 MMBtu
<PAGE>
Enron Oil & Gas Marketing, Inc.
March 25, 1991
Page 2
"MMBtu" means one million British thermal
units.
Effective Date: April 1, 1991
Termination Date: December 31, 2000
The terms of this Swap Transaction relating to the Fixed
Price Payer are as follows:
Fixed Price Payer: EFC
Payment Dates: Three Business Days after each Period Date.
Period End Dates: The last day of each calendar month with the
first Period End Date being April 30, 1991.
Fixed Amount: $_____ ($2.45 per MMBtu x Quantity Per Day
Per Period x the number of Days in the
Period.
Period: Each Calendar month beginning with April
1991.
The terms of this Swap Transaction relating to the Floating
Price Payer are as follows:
Floating Price Payer: EOGM
Payment Dates: Twenty-five Business days after each Period
End Date.
Period End Dates: The last day of each calendar month with the
first period End Date being April 30, 1991.
Floating Amount: The product of: the Quantity Per Day Per
Period x the number of Days in the Period x
the number determined by subtracting $0.13
from the per MMBtu price reported in the
first publication each month of NATURAL GAS
WEEK, in the table entitled "Cash Market Hub
Trading" as reported for the Current month
for Henry Hub, La.
Period: Each calendar month beginning with April
1991.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following Day which is a New York
Banking Day.
<PAGE>
Enron Oil & Gas Marketing, Inc.
March 25, 1991
Page 3
Alternate Component
Prices:
If NATURAL GAS WEEK is not published for any Period, the
Component Price for such Period shall be the amount determined by the
mutual agreement of the parties in good faith to most closely reflect
the average spot price in Dollars per MMBtu for that Period for
natural gas delivered to Henry Hub, La.
PAYMENT INSTRUCTIONS
When remitting funds
to us, please pay: Citibank, New York, NY; ABA Routing Number
021000089
For the Account of: Enron Corp. for the benefit of Enron Finance
Corp.
Account Number: 00076486
We will pay you: Through the Fedwire to First City National
Bank, Houston, Texas, ABA Routing No.
113000010, for credit to Enron Oil & Gas
Marketing, Inc. Account No. 001-00-8640.
Each party has agreed to make payments to the other in
accordance with this Confirmation. Please confirm that the foregoing
correctly sets forth the terms of our agreement by sending a return
acknowledgement to such effect to the attention of the Enron Finance
Corp. (Fax No. 713/750-6831) within three New York Banking Days
following receipt of this Confirmation.
Please check this Confirmation carefully upon receipt so
that errors and discrepancies can be promptly identified and
rectified.
<PAGE>
Enron Oil & Gas Marketing, Inc.
March 25, 1991
Page 4
Enron Finance Corp. is very pleased to have concluded this
transaction with you.
Regards,
ENRON FINANCE CORP.
By:
Name: Mark E. Haedicke
Title: Vice President and General
Counsel
ENRON OIL & GAS MARKETING, INC.
By:
Name: G. E. Uthlaut
Title: Senior Vice President,
Operations
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, Texas 77002
Attn: Manager, Marketing Administration
From: Enron Finance Corp.
1400 Smith Street
Houston, Texas 77002
Date: April 25, 1991
CONFIRMATION
EFC Transaction Reference No.:
The purpose of this communication is to set forth the terms
and conditions of the Swap Transaction entered into between us as of
the Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987
Interest Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
This Confirmation supplements, forms part of, and is subject
to, the following master swap agreement:
Dated As Of: March 25, 1991
Between: Enron Oil & Gas Marketing, Inc. ("EOGM")
And: Enron Finance Corp. ("EFC")
All provisions contained in the master swap agreement govern
this Confirmation except as expressly modified below.
<PAGE>
Enron Oil & Gas Marketing, Inc.
April 25, 1991
Page 2
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas ("Natural
Gas").
QUANTITY PER PERIOD QUANTITY PER DAY
PERIOD PER PERIOD
(a) April 1991 20,000 MMBtu
(b) May 1991 40,000 MMBtu
(c) June 1991 through
December 1991 60,000 MMBtu
(d) January 1992 through
December 2000 40,000 MMBtu
"MMBtu" means one million British thermal
units.
Effective Date: April 1, 1991
Termination Date: December 31, 2000
The terms of this Swap Transaction relating to the Fixed
Price Payer are as follows:
Fixed Price Payer: EFC
Payment Dates: On or before the twenty-fifth (25th) day of
the calendar month after each Period End
Date.
Period End Dates: The last day of each calendar month with the
first Period End Date being April 30, 1991.
Fixed Amount: $_____ ($2.45 per MMBtu x Quantity Per Day
Per Period x the number of Days in the
Period.
Period: Each Calendar month beginning with April
1991.
<PAGE>
Enron Oil & Gas Marketing, Inc.
April 25, 1991
Page 3
The terms of this Swap Transaction relating to the Floating
Price Payer are as follows:
Floating Price Payer: EOGM
Payment Dates: On or before the twenty-fifth (25th) day of
the calendar month after each Period End
Date.
Period End Dates: The last day of each calendar month with the
first period End Date being April 30, 1991.
Floating Amount: The product of: the Quantity Per Day Per
Period x the number of Days in the Period x
the number determined by subtracting $0.13
from the per MMBtu price reported in the
first publication each month of NATURAL GAS
WEEK, in the table entitled "Cash Market Hub
Trading" as reported for the Current month
for Henry Hub, La.
Period: Each calendar month beginning with April
1991.
Alternate Component
Prices: If NATURAL GAS WEEK is not published for any
Period, the Component Price for such Period shall be the amount
determined by the mutual agreement of the parties in good faith to
most closely reflect the average spot price in Dollars per MMBtu for
that Period for natural gas delivered to Henry Hub, La.
PAYMENT INSTRUCTIONS
When remitting funds
to us, please pay: Hibernia National of New Orleans;
ABA Routing Number 065000090
For the Account of: Enron Finance Corp.
Account Number: 812141872
We will pay you: Through the Fedwire to NCNB, Houston, Texas,
ABA Routing No. 111000025, for credit to Enron Oil & Gas Marketing,
Inc. Account No. 414-032-9304.
Subject to the netting of cross payments as provided in the
master swap agreement, each party has agreed to make payments to the
other in accordance with this Confirmation. Please confirm that the
foregoing correctly sets forth the terms of our agreement by sending a
return acknowledgement to such effect to the attention of the Enron
Finance Corp. (Fax No. 713/750-6831) within three New York Banking
Days following receipt of this Confirmation.
Please check this Confirmation carefully upon receipt so
that errors and discrepancies can be promptly identified and
rectified.
<PAGE>
Enron Oil & Gas Marketing, Inc.
April 25, 1991
Page 4
Enron Finance Corp. is very pleased to have concluded this
transaction with you.
Regards,
ENRON FINANCE CORP.
By:
Name: John J. Esslinger
Title: President
ENRON OIL & GAS MARKETING, INC.
By:
Name: Andrew N. Hoyle
Title: Vice President, Marketing
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, Texas 77002
Attn: Business Development Dept.
From: Enron Finance Corp.
1400 Smith Street
Houston, Texas 77002
Date: September 23, 1992
CONFIRMATION
EFC Transaction Reference No.:
The purpose of this communication is to set forth the terms
and conditions of the Swap Transaction entered into between us as of
the Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987
Interest Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this
transaction in connection with its line of business and that the terms
hereof have been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject
to, the following master swap agreement upon execution thereof:
Dated As Of: March 25, 1991
Between: Enron Oil & Gas Marketing, Inc. ("EOG")
And: Enron Finance Corp. ("EFC")
Upon execution, all provisions contained in the master swap
agreement govern this Confirmation except as expressly modified below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas ("Natural
Gas").
<PAGE>
Enron Finance Corp.
September 22, 1992
Ref. No.:
Page 2
QUANTITY PER PERIOD: PERIOD QUANTITY PER DAY
PERIOD PER PERIOD
October 1, 1992
thru 40,000 MMBtu
December 31, 1995
"MMBtu" means one million British thermal
units.
Effective Date: October 1, 1992
Termination Date: December 31, 1995
The terms of this Swap Transaction relating to the Fixed
Price Payer are as follows:
Fixed Price Payer: EOG
Payment Dates: Twenty-five days after each Period End Date.
Period End Dates: The last day of each calendar month with the
first Period End Date being October 31, 1992.
Fixed Amount: $2.45/MMBtu/Dry x 40,000 MMBtu per day for
October, 1992 through December, 1995.
Period: Each Calendar month beginning with October,
1992.
The terms of this Swap Transaction relating to the Floating
Price Payer are as follows:
Floating Price Payer: EFC
Payment Dates: Twenty-five Business days after each Period
End Date.
Period End Dates: The last day of each calendar month with the
first period End Date being October 31, 1992.
<PAGE>
Enron Finance Corp.
September 22, 1992
Ref. No.:
Page 3
Floating Amount: The product of: the Quantity Per Day Per
Period x the number of Days in the Period x
the number determined by subtracting $0.13
from the per MMBtu price reported in the
first publication each month of NATURAL GAS
WEEK, in the table entitled "Cash Market Hub
Trading" as reported for the Current month
for Henry Hub, La.
Period: Each calendar month beginning with October,
1992.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following Day which is a New York
Banking Day.
Alternate Component
Prices:
If NATURAL GAS WEEK is not published for any Period, the
Component Price for such Period shall be the amount determined by the
mutual agreement of the parties in good faith to most closely reflect
the average spot price in Dollars per MMBtu for that Period for
natural gas delivered to Henry Hub, La.
PAYMENT INSTRUCTIONS
When remitting funds Nations Bank of Texas
to us, please pay: ABA Routing Number 111000025
For the Account of: Enron Finance Corp.
Account Number: 414 032 9339
We will pay you: Through the Fedwire to NCNB, Houston, Texas,
ABA Routing No. 111000025, for credit to
Enron Oil & Gas Marketing, Inc. Account No.
414-032-9304.
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgement to such effect to
the attention of the Enron Finance Corp. (Fax No. 713/646-3239) within
three New York Banking Days following receipt of this Confirmation.
Please check this Confirmation carefully upon receipt so
that errors and discrepancies can be promptly identified and
rectified.
<PAGE>
Enron Finance Corp.
September 22, 1992
Ref. No.:
Page 4
Enron Finance Corp. is very pleased to have concluded this
transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON FINANCE CORP.
Andrew N. Hoyle Lou L. Pai
Vice President, Marketing Vice President
Date: 9/28/92 September 22, 1992
<PAGE>
EXHIBIT 10.18
ISDA
International Swap Dealers Association, Inc.
MASTER AGREEMENT
dated as of November 1, 1993
ENRON OIL & GAS COMPANY and ENRON RISK MANAGEMENT SERVICES CORP. have
entered and/or anticipate entering into one or more transactions (each
a "Transaction") that are or will be governed by this Master
Agreement, which includes the schedule (the "Schedule"), and the
documents and other confirming evidence (each a "Confirmation")
exchanged between the parties confirming those Transactions.
Accordingly, the parties agree as follows:-
1. INTERPRETATION
(a) DEFINITIONS. The terms defined in Section 12 and in the Schedule
will have the meanings therein specified for the purpose of this
Master Agreement.
(b) INCONSISTENCY. In the event of any inconsistency between the
provisions of the Schedule and the other provisions of this Master
Agreement, the Schedule will prevail. In the event of any
inconsistency between the provisions of any Confirmation and this
Master Agreement (including the Schedule), such Confirmation will
prevail for the purpose of the relevant Transaction.
(c) SINGLE AGREEMENT. All Transactions are entered into in reliance
on the fact that this Master Agreement and all Confirmations form a
single agreement between the parties (collectively referred to as this
"Agreement"), and the parties would not otherwise enter into any
Transactions.
2. OBLIGATIONS
(a) GENERAL CONDITIONS.
(i) Each party will make each payment or delivery specified in
each Confirmation to be made by it, subject to the other
provisions of this Agreement.
(ii) Payments under this Agreement will be made on the due date
for value on that date in the place of the account specified in
the relevant Confirmation or otherwise pursuant to this
Agreement, in freely transferable funds and in the manner
customary for payments in the required currency. Where
settlement is by delivery (that is, other than by
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payment), such delivery will be made for receipt on the due date
in the manner customary for the relevant obligation unless
otherwise specified in the relevant Confirmation or elsewhere in
this Agreement.
(iii) Each obligation of each party under Section 2(a)(i) is
subject to (1) the condition precedent that no Event of Default
or Potential Event of Default with respect to the other party has
occurred and is continuing, (2) the condition precedent that no
Early Termination Date in respect of the relevant Transaction has
occurred or been effectively designated and (3) each other
applicable condition precedent specified in this Agreement.
(b) CHANGE OF ACCOUNT. Either party may change its account for
receiving a payment or delivery by giving notice to the other
party at least five Local Business Days prior to the scheduled
date for the payment or delivery to which such change applies
unless such other party gives timely notice of a reasonable
objection to such change.
(c) NETTING. If on any date amounts would otherwise be payable:-
(i) in the same currency; and
(ii) in the respect of the same Transaction,
by each party to the other, then, on such date, each party's
obligation to make payment of any such amount will be automatically
satisfied and discharged and, if the aggregate amount that would
otherwise have been payable by one party exceeds the aggregate amount
that would otherwise have been payable by the other party, replaced by
an obligation upon the party by whom the larger aggregate amount would
have been payable to pay to the other party the excess of the larger
aggregate amount over the smaller aggregate amount.
The parties may elect in respect of two or more Transactions that a
net amount will be determined in respect of all amounts payable on the
same date in the same currency in respect of such Transactions,
regardless of whether such amounts are payable in respect of the same
Transaction. The election may be made in the Schedule or a
Confirmation by specifying that subparagraph (ii) above will not apply
to the Transactions identified as being subject to the election,
together with the starting date (in which case subparagraph (ii) above
will not, or will cease to, apply to such Transactions from such
date). This election may be made separately for different groups of
Transactions and will apply separately to each pairing of branches or
offices through which the parties make and receive payments or
deliveries.
(d) DEFAULT INTEREST; OTHER AMOUNTS. Prior to the occurrence or
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<PAGE>
effective designation of an Early Termination Date in respect of the
relevant Transaction, a party that defaults in the performance of any
payment obligation will, to the extent permitted by law and subject to
Section 6(c), be required to pay interest (before as well as after
judgment) on the overdue amount to the other party on demand in the
same currency as such overdue amount, for the period from (and
including) the original due date for payment to (but excluding) the
date of actual payment, at the Default Rate. Such interest will be
calculated on the basis of daily compounding and the actual number of
days elapsed. If, prior to the occurrence or effective designation of
an Early Termination Date in respect of the relevant Transaction, a
party defaults in the performance of any obligation required to be
settled by delivery, it will compensate the other party on demand if
and to the extent provided for in the relevant Confirmation or
elsewhere in this Agreement.
3. REPRESENTATIONS
Each party represents to the other party (which representations will
be deemed to be repeated by each party on each date on which a
Transaction is entered into) that:-
(a) BASIC REPRESENTATIONS.
(i) STATUS. It is duly organized and validly existing under the
laws of the jurisdiction of its organisation or incorporation
and, if relevant under such laws, in good standing;
(ii) POWERS. It has the power to execute this Agreement and any
other documentation relating to this Agreement to which it is a
party, to deliver this Agreement and any other documentation
relating to this Agreement that it is required by this Agreement
to deliver and to perform its obligations under this Agreement
and any obligations it has under any Credit Support Document to
which it is a party and has taken all necessary action to
authorize such execution, delivery and performance;
(iii) NO VIOLATION OR CONFLICT. Such execution, delivery and
performance do not violate or conflict with any law applicable to
it, any provision of its constitutional documents, any order or
judgment of any court or other agency of government applicable to
it or any of its assets or any contractual restriction binding on
or affecting it or any of its assets;
(iv) CONSENTS. All governmental and other consents that are
required to have been obtained by it with respect to this
Agreement or any Credit Support Document to which it is a party
have been obtained and are in full force and effect and all
conditions of any such consents have been complied with; and
3
<PAGE>
(v) OBLIGATIONS BINDING. Its obligations under this Agreement
and any Credit Support Document to which it is a party
constitute its legal, valid and binding obligations, enforceable
in accordance with their respective terms (subject to applicable
bankruptcy, reorganisation, insolvency, moratorium or similar
laws affecting creditors' rights generally and subject, as to
enforceability, to equitable principles of general application
(regardless of whether enforcement is sought in a proceeding in
equity or at law)).
(b) ABSENCE OF CERTAIN EVENTS. No Event of Default or Potential Event
of Default or, to its knowledge, Termination Event with respect to it
has occurred and is continuing and no such event or circumstance would
occur as a result of its entering into or performing its obligations
under this Agreement or any Credit Support Document to which it is a
party.
(c) ABSENCE OF LITIGATION. There is not pending or, to its knowledge,
threatened against it or any of its Affiliates any action, suit or
proceeding at law or in equity or before any court, tribunal,
governmental body, agency or official or any arbitrator that is likely
to affect the legality, validity or enforceability against it of this
Agreement or any Credit Support Document to which it is a party or its
ability to perform its obligations under this Agreement or such Credit
Support Document.
(d) ACCURACY OF SPECIFIED INFORMATION. All applicable information
that is furnished in writing by or on behalf of it to the other party
and is identified for the purpose of this Section 3 (d) in the
Schedule is, as of the date of the information, true accurate and
complete in every material respect.
4. AGREEMENTS
Each party agrees with the other that, so long as either party has or
may have any obligation under this Agreement or under any Credit
Support Document to which it is a party:-
(a) FURNISH SPECIFIED INFORMATION. It will deliver to the other party
any forms, documents or certificates specified in the Schedule or any
Confirmation by the date specified in the Schedule or such
Confirmation or, if none is specified, as soon as reasonably
practicable.
(b) MAINTAIN AUTHORIZATIONS. It will use all reasonable efforts to
maintain in full force and effect all consents of any governmental or
other authority that are required to be obtained by it with respect to
this Agreement or any Credit Support Document to which it is a party
and will use all reasonable efforts to obtain any that may become
necessary in the future.
(c) COMPLY WITH LAWS. It will comply in all material respects with
4
<PAGE>
all applicable laws and orders to which it may be subject if failure
so to comply would materially impair its ability to perform its
obligations under this Agreement or any Credit Support Document to
which it is a party.
5. EVENTS OF DEFAULT AND TERMINATION EVENTS
(a) EVENTS OF DEFAULT. The occurrence at any time with respect to a
party or, if applicable, any Credit Support Provider of such party or
any Specified Entity of such party of any of the following events
constitutes an event of default (an "Event of Default") with respect
to such party:-
(i) FAILURE TO PAY OR DELIVER. Failure by the party to make,
when due, any payment under this Agreement or delivery under
Section 2(a)(i) or 2(d) required to be made by it if such failure
is not remedied on or before the third Local Business Day after
notice of such failure is given to the party;
(ii) BREACH OF AGREEMENT. Failure by the party to comply with or
perform any agreement or obligation (other than an obligation to
make any payment under this Agreement or delivery under Section
2(a)(i) or 2(d) or to give notice of a Termination Event or any
agreement or obligation under Section 4(a)) to be complied with or
performed by the party in accordance with this Agreement if such
failure is not remedied on or before the thirtieth day after
notice of such failure is given to the party;
(iii) CREDIT SUPPORT DEFAULT.
(1) Failure by the party or any Credit Support Provider of
such party to comply with or perform any agreement or
obligation to be complied with or performed by it in
accordance with any Credit Support Document if such is
continuing after any applicable grace period has elapsed;
(2) the expiration or termination of such Credit Support
Document or the failing or ceasing of such Credit Support
Document to be in full force and effect for the purpose of
this Agreement (in either case other than in accordance
with its terms) prior to the satisfaction of all
obligations of such party under each Transaction to which
such Credit Support Document relates without the written
consent of the other party; or
(3) the party or such Credit Support Provider disaffirms,
disclaims, repudiates or rejects, in whole or in part, or
challenges the validity of, such Credit Support Document;
5
<PAGE>
(iv) MISREPRESENTATION. A representation made or repeated or
deemed to have been made or repeated by the party or any
Credit Support Provider of such party in this Agreement or any
Credit Support Document proves to have been incorrect or
misleading in any material respect when made or repeated or
deemed to have been made or repeated;
(v) DEFAULT UNDER SPECIFIED TRANSACTION. The party, any
Credit Support Provider of such party or any applicable
Specified Entity of such party (1) defaults under a Specified
Transaction and, after giving effect to any applicable notice
requirement or grace period, there occurs a liquidation of, an
acceleration of obligations under, or an early termination of
that Specified Transaction, (2) defaults, after giving effect to
any applicable notice requirement or grace period, in making any
payment or delivery due on the last payment, delivery or exchange
date of, or any payment on early termination of, a Specified
Transaction (or such default continues for at least three Local
Business Days if there is no applicable notice requirement or
grace period) or (3) disaffirms, disclaims, repudiates or
rejects, in whole or in part, a Specified Transaction (or such
action is taken by any person or entity appointed or empowered to
operate it or act on its behalf);
(vi) CROSS DEFAULT. If "Cross Default" is specified in the
Schedule as applying to the party, the occurrence or existence of
(1) a default, event of default or other similar condition or
event (however described) in respect of such party, any Credit
Support Provider of such party or any applicable Specified Entity
of such party under one or more agreements or instruments
relating to Specified Indebtedness of any of them (individually
or collectively) in an aggregate amount of not less than this
applicable Threshold Amount (as specified in the Schedule) which
has resulted in such Specified Indebtedness becoming, or becoming
capable at such time of being declared, due and payable under
such agreements or instruments, before it would otherwise have
been due and payable or (2) a default by such party, such Credit
Support Provider or such Specified Entity (individually or
collectively) in making one or more payments on the due date
thereof in an aggregate amount of not less than the applicable
Threshold Amount under such agreements or instruments (after
giving effect to any applicable notice requirement or grace
period);
(vii) BANKRUPTCY. The party, any Credit Support Provider of such
party or any applicable Specified Entity of such party:-
(1) is dissolved (other than pursuant to a consolidation,
amalgamation or merger); (2) becomes insolvent or is unable
to pay its debts of fails or admits in writing its
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<PAGE>
inability generally to pay its debts as they become due; (3)
makes a general assignment, arrangement or composition with
or for the benefit of its creditors; (4) institutes or has
instituted against it a proceeding seeking a judgment of
insolvency or bankruptcy or any other relief under any
bankruptcy or insolvency law or other similar law affecting
creditors' rights, or a petition is presented for its
winding-up or liquidation, and, in the case of any such
proceeding or petition instituted or presented against it,
such proceeding or petition (A) results in a judgment or
insolvency or bankruptcy or the entry of an order for relief
or the making of an order for its winding-up or liquidation
or (B) is not dismissed, discharged, stayed or restrained in
each case within 30 days of the institution or presentation
thereof; (5) has a resolution passed for its winding-up,
official management or liquidation (other than pursuant to a
consolidation, amalgamation or merger); (6) seeks or becomes
subject to the appointment of an administrator, provisional
liquidator, conservator, receiver, trustee, custodian or
other similar official for it or for all or substantially
all its assets; (7) has a secured party take possession of
all or substantially all its assets or has a distress,
execution, attachment, sequestration or other legal process
levied, enforced or sued on or against all or substantially
all its assets and such secured party maintains possession,
or any such process is not dismissed, discharged, stayed or
restrained, in each case within 30 days thereafter; (8)
causes or is subject to any event with respect to it which,
under the applicable laws or any jurisdiction, has an
analogous effect to any of the events specified in clauses
(1) to (7) (inclusive); or (9) takes any action in
furtherance of, or indicating its consent to, approval of,
or acquiescence in, any of the foregoing acts; or
(viii) MERGER WITHOUT ASSUMPTION. The party of any Credit Support
Provider of such party consolidates or amalgamates with, or
merges with or into, or transfers all or substantially all its
assets to, another entity and, at the time of such consolidation,
amalgamation, merger or transfer:-
(1) the resulting, surviving or transferee entity fails to
assume all the obligations of such party or such Credit
Support Provider under this Agreement or any Credit Support
Document to which it or its predecessor was a party by
operation of law or pursuant to an agreement reasonably
satisfactory to the other party to this Agreement; or
(2) the benefits of any Credit Support Document fail to
extend (without the consent of the other party) to the
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<PAGE>
performance by such resulting, surviving or transferee
entity of its obligations under this Agreement.
(b) TERMINATION EVENTS. The occurrence at any time with respect to a
party or, if applicable, any Credit Support Provider of such party or
any Specified Entity of such party of any event specified below
constitutes an Illegality if the event is specified in (i) below, and,
if specified to be applicable, a Credit Event Upon Merger if the event
is specified pursuant to (ii) below or an Additional Termination Event
if the Event is specified pursuant to (iii) below:-
(i) ILLEGALITY. Due to the adoption of, or any change in, any
applicable law after the date on which a Transaction is entered
into, or due to the promulgation of, or any change in, the
interpretation by any court, tribunal or regulatory authority
with competent jurisdiction of any applicable law after such
date, it becomes unlawful (other than as a result of a breach by
the party of Section 4(b) for such party (which will be the
Affected Party):-
(1) to perform any absolute or contingent obligation to
make a payment or delivery or to receive a payment or
delivery in respect of such Transaction or to comply with
any other material provision of this Agreement relating to
such Transaction; or
(2) to perform, or for any Credit Support Provider of such
party to perform, any contingent or other obligation which
the party (or such Credit Support Provider) has under any
Credit Support Document relating to such Transaction;
(ii) CREDIT EVENT UPON MERGER. If "Credit Event Upon Merger" is
specified in the Schedule as applying to the party, such party
("X"), any Credit Support Provider of X or any applicable
Specified Entity of X consolidates or amalgamates with, or merges
with or into, or transfers all or substantially all its assets
to, another entity and such action does not constitute an event
described in Section 5(a)(viii) but the creditworthiness of the
resulting, surviving or transferee entity is materially weaker
than that of X, such Credit Support Provider or such Specified
Entity, as the case may be, immediately prior to such action
(and, in such event, X or its successor or transferee, as
appropriate, will be the Affected Party); or
(iii) ADDITIONAL TERMINATION EVENT. If any "Additional
Termination Event" is specified in the Schedule or any
Confirmation as applying, the occurrence of such event (and, in
such event, the Affected Party or Affected Parties shall be as
specified for such Additional Termination Event in the
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Schedule or such Confirmation).
(c) EVENT OF DEFAULT AND ILLEGALITY. If an event or circumstance
which would otherwise constitute or give rise to an Event of Default
also constitutes an Illegality, it will be treated as an Illegality
and will not constitute an Event of Default.
6. EARLY TERMINATION
(a) RIGHT TO TERMINATE FOLLOWING EVENT OF DEFAULT. If at any time an
Event of Default with respect to a party (the "Defaulting Party") has
occurred and is then continuing, the other party (the "Non-Defaulting
Party") may, by not more than 20 days notice to the Defaulting Party
specifying the relevant Event of Default, designate a day not earlier
than the day such notice is effective as an Early Termination Date in
respect of all outstanding Transactions. If, however, "Automatic
Early Termination" is specified in the Schedule as applying to a
party, then an Early Termination Date in respect of all outstanding
Transactions will occur immediately upon the occurrence with respect
to such party of an Event of Default specified in Section
5(a)(vii)(1), (3), (5), (6) or, to the extent analogous thereto, (8),
and as of the time immediately preceding the institution of the
relevant proceeding or the presentation of the relevant petition upon
the occurrence with respect to such party of an Event of Default
specified in Section 5(a)(vii)(4) or, to the extent analogous thereto,
(8).
(b) RIGHTS TO TERMINATE FOLLOWING TERMINATION EVENT.
(i) NOTICE. If a Termination Event occurs, an Affected Party
will, promptly upon becoming aware of it notify the other party,
specifying the nature of that Termination Event and each Affected
Transaction and will also give such other information about that
Termination Event as the other party may reasonably require.
(ii) TWO AFFECTED PARTIES. If an Illegality under Section 5(b)(1)
occurs and there are two Affected Parties, each party will use
all reasonable efforts to reach agreement within 30 days after
notice thereof is given under Section 6(b)(i) on action to avoid
that Termination Event.
(iii) RIGHTS TO TERMINATE. If:-
(1) an agreement under section 6(b)(ii) has not been
effected with respect to all Affected Transactions within 30
days after an Affected Party gives notice under Section
6(b)(i); or
(2) an Illegality other than that referred to in Section
6(b)(ii), a Credit Event Upon Merger or an Additional
Termination Event occurs,
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either party in the case of an Illegality, any Affected
Party in the case of an Additional Termination Event if
there is more than one Affected Party, or the party which is
not the Affected Party in the case of a Credit Event Upon
Merger or an Additional Termination Event if there is only
one Affected Party may, by not more than 20 days notice to
the other party and provided that the relevant Termination
Event is then continuing, designate a day not earlier than
the day such notice is effective as an Early Termination
Date in respect of all Affected Transactions.
(c) EFFECT OF DESIGNATION.
(i) If notice designating an Early Termination Date is given
under Section 6(a) or (b), the Early Termination Date will occur
on the date so designated, whether or not the relevant Event of
Default or Termination Event is then continuing.
(ii) Upon the occurrence of effective designation of an Early
Termination Date, no further payments or deliveries under Section
2(a)(i) or 2(d) in respect of the Terminated Transactions will be
required to be made, but without prejudice to the other
provisions of this Agreement. The amount, if any, payable in
respect of an Early Termination Date shall be determined pursuant
to Section 6(e).
(d) CALCULATIONS.
(i) STATEMENT. On or as soon as reasonably practicable following
the occurrence of an Early Termination Date, each party will make
the calculations on its part, if any, contemplated by Section
6(e) and will provide to the other party a statement (1) showing,
in reasonable detail, such calculations (including all relevant
quotations and specifying any amount payable under Section 6(e))
and (2) giving details of the relevant account to which any
amount payable to it is to be paid. In the absence of written
confirmation from the source of a quotation obtained in
determining a Market Quotation, the records of the party
obtaining such quotation will be conclusive evidence of the
existence and accuracy of such quotation.
(ii) PAYMENT DATE. An amount calculated as being due in respect
of any Early Termination Date under Section 6(e) will be payable
on the day that notice of the amount payable is effective (in the
case of an Early Termination Date which is designated or occurs
as a result of an Event of Default) and on the day which is two
Local Business Days after the day on which notice of the amount
payable is effective (in the case of an Early Termination Date
which is designated as a result of a Termination Event). Such
amount will be paid together with (to the extent permitted under
applicable law) interest
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thereon (before as well as after judgment), from (and including)
the relevant Early Termination Date to (but excluding) the date
such amount is paid, at the Applicable Rate. Such interest will
be calculated on the basis of daily compounding and the actual
number of days elapsed.
(e) PAYMENTS ON EARLY TERMINATION. If an Early Termination Date
occurs, the following provisions shall apply based on the parties'
election in the Schedule of a payment measure, either "Market
Quotation" or "Loss", and a payment method, either the "First Method"
or the "Second Method". If the parties fail to designate a payment
measure or payment method in the Schedule, it will be deemed that
"Market Quotation" or the "Second Method", as the case may be, shall
apply. The amount, if any, payable in respect of an Early Termination
Date and determined pursuant to this Section will be subject to any
Set-off.
(i) EVENTS OF DEFAULT. If the Early Termination Date results
from an Event of Default:-
(1) FIRST METHOD AND MARKET QUOTATION. If the First
Method and Market Quotation apply, the Defaulting Party will
pay to the Non-defaulting Party the excess, if a positive
number, of (A) the sum of the settlement Amount (determined
by the Non-defaulting Party) in respect of the Terminated
Transactions and the Unpaid Amounts owing to the Non-
defaulting Party over (B) the Unpaid Amounts owing to the
Defaulting Party.
(2) FIRST METHOD AND LOSS. If the First Method and Loss
apply, the Defaulting Party will pay to the Non-
defaulting Party, if a positive number, the Non-
defaulting Party's Loss in respect of this Agreement.
(3) SECOND METHOD AND MARKET QUOTATION. If the Second
Method and Market Quotation apply, an amount will be payable
equal to (A) the sum of the Settlement Amount (determined by
the Non-defaulting Party) in respect to the Termination
Transactions and the Unpaid Amounts owing to the Non-
defaulting Party less (B) the Unpaid Amounts owing to the
Defaulting Party. If that amount is a positive number, the
Defaulting Party will pay it to the Non-defaulting Party; if
it is a negative number, the Non-defaulting Party will pay
the absolute value of that amount to the Defaulting Party.
(4) SECOND METHOD AND LOSS. If the Second Method and Loss
apply, an amount will be payable equal to the Non-defaulting
Party's Loss in respect of this Agreement. If that amount
is a positive number, the Defaulting Party will pay it to
the Non-defaulting Party; if it is a negative number, the
Non-defaulting Party will pay the
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absolute value of that amount to the Defaulting Party.
(ii) TERMINATION EVENTS. If the Early Termination Date results
from a Termination Event:-
(1) ONE AFFECTED PARTY. If there is one Affected Party, the
amount payable will be determined in accordance with Section
6(e)(i)(3), if Market Quotation applies, or Section
6(e)(i)(4), if Loss applies, except that, in either case,
references to the Defaulting Party and to the Non-defaulting
Party will be deemed to be references to the Affected Party
and the party which is not the Affected Party, respectively,
and, if Loss applies and fewer than all the Transactions are
being terminated, Loss shall be calculated in respect of all
Terminated Transactions.
(2) TWO AFFECTED PARTIES. If there are two Affected
Parties:-
(A) if Market Quotation applies, each party will
determine a Settlement Amount in respect of the
Terminated Transactions, and an amount will be
payable equal to (I) the sum of (a) one-half of the
difference between the Settlement Amount of the party
with the higher Settlement Amount ("X") and the
Settlement Amount of the party with the lower
Settlement Amount ("Y") and (b) the Unpaid Amounts
owing to X less (II) the Unpaid Amounts owing to Y; and
(B) if Loss applies, each party will determine its
Loss in respect of this Agreement (or, if fewer than
all the transactions are being terminated, in
respect of all Terminated Transactions) and an
amount will be payable equal to one-half of the
difference between the Loss of the party with the
higher Loss ("X") and the Loss of the party with the
lower Loss ("Y").
If the amount payable is a positive number, Y will pay it to
X; if it a negative number, X will pay the absolute value of
that amount to Y.
(iii) ADJUSTMENT FOR BANKRUPTCY. In circumstances where an Early
Termination Date occurs because "Automatic Early Termination"
applies in respect of a party, the amount determined under this
Section 6(e) will be subject to such adjustments as are
appropriate and permitted by law to reflect any payments or
deliveries made by one party to the other under this Agreement
(and retained by such other party) during the period from the
relevant Early Termination Date to the
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<PAGE>
date for payment determined under Section 6(d)(ii).
(iv) PRE-ESTIMATE. The parties agree that if Market Quotation
applies an amount recoverable under this Section 6(e) is a
reasonable pre-estimate of loss and not a penalty. Such amount
is payable for the loss of bargain and the loss of protection
against future risks and except as otherwise provided in this
Agreement neither party will be entitled to recover any
additional damages as a consequence of such losses.
7. TRANSFER
Neither this Agreement nor any obligation in or under this Agreement
may be transferred (whether by way of security or otherwise) by either
party without the prior written consent of the other party, except
that:-
(a) a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or
transfer of all or substantially all its assets to, another entity
(but without prejudice to any other right or remedy under this
Agreement); and
(b) a party may make such a transfer of all or any part of its
interest in any amount payable to it from a Defaulting Party under
Section 6(e).
Any purported transfer that is not in compliance with this Section
will be void.
8. MISCELLANEOUS
(a) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
and understanding of the parties with respect to its subject matter
and supersedes all oral communication and prior writings with respect
thereto.
(b) AMENDMENTS. No amendment, modification or waiver in respect of
this Agreement will be effective unless in writing (including a
writing evidenced by a facsimile transmission) and executed by each of
the parties or confirmed by an exchange of telexes or electronic
messages on an electronic messaging system.
(c) SURVIVAL OF OBLIGATIONS. Without prejudice to Section 2(a)(iii)
and 6(c)(ii), the obligations of the parties under this Agreement will
survive the termination of any Transaction.
(d) REMEDIES CUMULATIVE. Except as provided in this Agreement, the
rights, powers remedies and privileges provided in this Agreement are
cumulative and not exclusive of any rights, powers, remedies and
privileges provided by law.
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<PAGE>
(e) COUNTERPARTS AND CONFIRMATIONS.
(i) This Agreement (and each amendment, modification and waiver
in respect of it) may be executed and delivered in counterparts
(including by facsimile transmission), each of which will be
deemed an original.
(ii) The parties intend that they are legally bound by the terms
of each Transaction from the moment they agree to those terms
(whether orally or otherwise). A Confirmation shall be entered
into as soon as practicable and may be executed and delivered in
counterparts (including by facsimile transmission) or created by
an exchange of telexes or by an exchange of electronic messages
on an electronic messaging system, which in each case will be
sufficient for all purposes to evidence a binding supplement to
this Agreement. The parties will specify therein or through
another effective means that any such counterpart, telex or
electronic message constitutes a Confirmation.
(f) NO WAIVER OF RIGHTS. A failure or delay in exercising any right,
power or privilege in respect of this Agreement will not be presumed
to operate as a waiver, and a single or partial exercise of any right,
power or privilege will not be presumed to preclude any subsequent or
further exercise, of that right, power or privilege or the exercise of
any other right, power or privilege.
(g) HEADINGS. The headings used in this Agreement are for convenience
of reference only and are not to affect the construction of or to be
taken into consideration in interpreting this Agreement.
9. EXPENSES
A Defaulting Party will, on demand, indemnify and hold harmless the
other party for and against all reasonable out-of-pocket expenses,
including legal fees, incurred by such other party by reason of the
enforcement and protection of its rights under this Agreement or any
Credit Support Document to which the Defaulting Party is a party or by
reason of the early termination of any Transaction, including, but not
limited to, costs of collection.
10. NOTICES
(a) EFFECTIVENESS. Any notice or other communication in respect of
this Agreement may be given in any manner set forth below (except that
a notice or other communication under Section 5 or 6 may not be given
by facsimile transmission or electronic messaging system) to the
address or number or in accordance with the electronic messaging
system details provided (see the Schedule) and will be deemed
effective as indicated:-
14
<PAGE>
(i) if in writing and delivered in person or by courier, on the
date it is delivered:
(ii) if sent by telex, on the date the recipient's answerback is
received.
(iii) if sent by facsimile transmission, on the date that
transmission is received by a responsible employee of the
recipient in legible form (it being agreed that the burden of
proving receipt will be on the sender and will not be met by a
transmission report generated by the sender's facsimile machine);
(iv) if sent by certified or registered mail (airmail, if
overseas) or the equivalent (return receipt requested), on the
date that mail is delivered or its delivery is attempted; or
(v) if sent by electronic messaging system, on the date that
electronic message is received,
unless the date of delivery (or attempted deliver) or that receipt, as
applicable, is not a Local Business Day or that communication is
delivered (or attempted) or received, as applicable, after the close
of business on a Local Business Day, in which case that communication
shall be deemed given and effective on the first following day that is
a Local Business Day.
(b) CHANGE OF ADDRESSES. Either party may by notice to the other
change the address, telex or facsimile number or electronic messaging
system details at which notices or other communications are to be
given to it.
11. GOVERNING LAW AND JURISDICTION
(a) GOVERNING LAW. This Agreement will be governed by and construed
in accordance with the law specified in the Schedule.
(b) JURISDICTION. With respect to any suit, action or proceedings
relating to this Agreement ("Proceedings"), each party irrevocably:-
(i) submits to the jurisdiction of the English courts, if this
Agreement is expressed to be governed by English law, or to the
non-exclusive jurisdiction of the courts of the State of New York
and the United States District Court located in the Borough of
Manhattan in New York City, if this Agreement is expressed to be
governed by the laws of the State of New York; and
(ii) waives any objection which it may have at any time to the
laying of venue of any Proceedings brought in any such court,
waives any claim that such Proceedings have been brought in an
15
<PAGE>
inconvenient forum and further waives the right to object, with
respect to such proceedings, that such court does not have any
jurisdiction over such party.
Nothing in this Agreement precludes either party from bringing
Proceedings in any other jurisdiction (outside, if this Agreement is
expressed to be governed by English law, the Contracting States, as
defined in Section 1(3) of the Civil Jurisdiction and Judgments Act
1982 or any modification, extension or re-enactment thereof for the
time being in force) nor will the bringing of Proceedings in any one
or more jurisdictions preclude the bringing of Proceedings in any
other jurisdiction.
(c) WAIVER OF IMMUNITIES. Each party irrevocably waives, to the
fullest extent permitted by applicable law, with respect to itself and
its revenues and assets (irrespective of their use or intended use),
all immunity on the grounds of sovereignty or other similar grounds
from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of
injunction, order for specific performance or for recovery of
property, (iv) attachment of its assets (whether before or after
judgment) and (v) execution or enforcement of any judgment to which it
or its revenues or assets might otherwise be entitled in any
Proceedings in the courts of any jurisdiction and irrevocably agrees,
to the extent permitted by applicable law, that it will not claim any
such immunity in any Proceedings.
12. DEFINITIONS
As used in this Agreement:-
"Additional Termination Event" has the meaning specified in Section
5(b).
"Affected Party" has the meaning specified in Section 5(b).
"Affected Transactions" means (a) with respect to any Termination
Event consisting of an Illegality, all Transactions affected by the
occurrence of such Termination Event and (b) with respect to any other
Termination Event, all Transactions.
"Affiliate" means, subject to the Schedule, in relation to any person,
any entity controlled, directly or indirectly, by the person, any
entity that controls, directly or indirectly, the person or any entity
directly or indirectly under common control with the person. For this
purpose, "control" of any entity or person means ownership of a
majority of the voting power of the entity or person.
"Applicable Rate" means:-
(a) in respect of obligations payable or deliverable (or which would
have been but for Section 2(a)(iii)) by a Defaulting Party, the
Default Rate;
16
<PAGE>
(b) in respect of an obligation to pay an amount under Section 6(a)
of either party from and after the date (determined in accordance with
Section 6(d)(ii) on which that amount is payable, the Default Rate;
(c) in respect of all other obligations payable or deliverable (or
which would have been but for Section 2(a)(iii)) by a Non-defaulting
Party, the Non-default Rate; and
(d) in all other cases, the Termination Rate.
"consent" includes a consent, approval, action, authorisation,
exemption, notice, filing, registration or exchange control consent.
"Credit Event Upon Merger" has the meaning specified in Section 5(b).
"Credit Support Document" means any agreement or instrument that is
specified as such in this Agreement.
"Credit Support Provider" has the meaning specified in the Schedule.
"Default Rate" means a rate per annum equal to the cost (without proof
or evidence of any actual cost) to the relevant payee (as certified by
it) if it were to fund or of funding the relevant amount plus 1% per
annum.
"Defaulting Party" has the meaning specified in Section 6(a).
"Early Termination Date" means the date determined in accordance with
Section 6(a) or 6(b)(iii).
"Event of Default" has the meaning specified in Section 5(a) and, if
applicable, in the Schedule.
"Illegality" has the meaning specified in Section 5(b).
"law" includes any treaty, law, rule or regulation and "LAWFUL" and
"UNLAWFUL" will be construed accordingly.
"Local Business Day" means, subject to the Schedule, a day on which
commercial banks are open for business (including dealings in foreign
exchange and foreign currency deposits) (a) in relation to any
obligation under Section 2(a)(i), in the place(s) specified in the
relevant Confirmation or, if not so specified, as otherwise agreed by
the parties in writing or determined pursuant to provisions contained,
or incorporated by reference, in this Agreement, (b) in relation to
any other payment, in the place where the relevant account is located,
(c) in relation to any notice or other communication, including notice
contemplated under Section
17
<PAGE>
5(a)(i), in the city specified in the address for notice provided by
the recipient and, in the case of a notice contemplated by Section
2(b), in the place where the relevant new account is to be located and
(d) in relation to Section 5(a)(v)(2), in the relevant locations for
performance with respect to such Specified Transaction.
"Loss" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and a party, an amount that party
reasonably determines in good faith to be its total losses and costs
(or gain, in which case expressed as a negative number) in connection
with this Agreement or that Terminated Transaction or group of
Terminated Transactions, as the case may be, including any loss or
bargain, cost of funding or, at the election of such party but without
duplication, loss or cost incurred as a result of its terminating,
liquidating, obtaining or reestablishing any hedge or related trading
position (or any gain resulting from any of them). Loss includes
losses and costs (or gains) in respect of any payment or delivery
required to have been made (assuming satisfaction of each applicable
condition precedent) on or before the relevant Early Termination Date
and not made, except, so as to avoid duplication, if Section
6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does not include a
party's legal fees and out-of-pocket expenses referred to under
Section 9. A party will determine its Loss as of the relevant Early
Termination Date, or, if that is not reasonably practicable, as of the
earliest date thereafter as it reasonably practicable. A party may
(but need not) determine its Loss by reference to quotations of
relevant rates or prices from one or more leading dealers in the
relevant markets.
"Market Quotation" means, with respect to one or more Terminated
Transactions and a party making the determination, an amount
determined on the basis of quotation from Reference Market-makers.
Each quotation will be for an amount, if any, that would be paid to
such party (expressed as a negative number) or by such party
(expressed as a positive number) in consideration of an agreement
between such party (taking into account any existing Credit Support
Document with respect to the obligations of such party) and the
quoting Reference Market-maker to enter into a transaction (the
"Replacement Transaction") that would have the effect of preserving
for such party the economic equivalent of any payment or delivery
(whether the underlying obligation was absolute or contingent and
assuming the satisfaction of each applicable condition precedent) by
the parties under Section 2(a)(i) in respect of such Terminated
Transaction or group of Terminated Transactions that would, but for
the occurrence of the relevant Early Termination Date, have been
required after that date. For this purpose, Unpaid Amounts in respect
of the Terminated Transaction or group of Terminated Transactions are
to be excluded but, without limitation, any payment or delivery that
would, but for the relevant Early Termination Date, have been required
(assuming satisfaction of each
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<PAGE>
applicable condition precedent) after that Early Termination Date is
to be included. The Replacement Transaction would be subject to such
documentation as such party and the Reference Market-maker may, in
good faith, agree. The party making the determination (or its agent)
will request each Reference Market-maker to provide its quotation to
the extent reasonably practicable as of the same day and time (without
regard to different time zones) on or as soon as reasonably
practicable after the relevant Early Termination Date. The day and
time as of which those quotations are to be obtained will be selected
in good faith by the party obliged to make a determination under
Section 6(e), and, if each party is so obliged, after consultation
with the other. If more than three quotations are provided, the
Market Quotation will be the arithmetic mean of the quotations,
without regard to the quotations having the highest and lowest values.
If exactly three such quotations are provided, the Market Quotation
will be the quotation remaining after disregarding the highest and
lowest quotations. For this purpose, if more than one quotation has
the same highest value or lowest value, then one of such quotations
shall be disregarded. If fewer than three quotations are provided, it
will be deemed that the Market Quotation in respect of such Terminated
Transaction or group of Terminated Transactions cannot be determined.
"Non-default Rate" means a rate per annum equal to the cost (without
proof or evidence of any actual cost) to the Non-defaulting Party (as
certified by it) if it were to fund the relevant amount.
"Non-defaulting Party" has the meaning specified in Section 6(a).
"Potential Event of Default" means any event which, with the giving of
notice or the lapse of time or both, would constitute an Event of
Default.
"Reference Market-makers" means four leading dealers in the relevant
market selected by the party determining a Market Quotation in good
faith (a) from among dealers of the highest credit standing which
satisfy all the criteria that such party applies generally at the time
in deciding whether to offer or to make an extension of credit and (b)
to the extent practicable, from among such dealers having an office in
the same city.
"Scheduled Payment Date" means a date on which a payment or delivery
is to be made under Section 2(a)(i) with respect to a Transaction.
Set-off" means set-off, offset, combination of accounts, right of
retention or withholding or similar right or requirement to which the
player of an amount under Section 6 is entitled or subject (whether
arising under this Agreement, another contract, applicable law or
otherwise) that is exercised by, or imposed on, such payer.
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<PAGE>
"Settlement Amount" means, with respect to a party and any Early
Termination Date, the sum of:-
(a) the Market Quotation (whether positive or negative) for each
Terminated Transaction or group of Terminated Transactions for which a
Market Quotation is determined; and
(b) such party's Loss (whether positive or negative and without
reference to any Unpaid Amounts) for each Terminated Transaction or
group of Terminated Transactions for which a Market Quotation cannot
be determined or would not (in the reasonable belief of the party
making the determination) produce a commercially reasonable result.
"Specified Entity" has the meaning specified in the Schedule.
"Specified Indebtedness" means, subject to the Schedule, any
obligation (whether present or future, contingent or otherwise, as
principal or surety or otherwise) in respect of borrowed money.
"Specified Transaction" means, subject to the Schedule, (a) any
transaction (including an agreement with respect thereto) now existing
or hereafter entered into between one party to this Agreement (or any
Credit Support Provider of such party or any applicable Specified
Entity of such party) and the other party to this Agreement (or any
Credit Support Provider of such other party or any applicable
Specified Entity of such other party) which is a rate swap
transaction, basis swap, forward rate transaction, commodity swap,
commodity option, equity or equity index swap, equity or equity index
option, bond option, interest rate option, foreign exchange
transaction, cap transaction, floor transaction, collar transaction,
currency swap transaction, cross-currency rate swap transaction,
currency option or any other similar transaction (including any option
with respect to any of these transactions), (b) any combination of
these transactions and (c) any other transaction identified as a
Specified Transaction in this Agreement or the relevant confirmation.
"Terminated Transactions" means with respect to any Early Termination
Date (a) if resulting from a Termination Event, all Affected
Transactions and (b) if resulting from an Event of Default, all
Transactions (in either case) in effect immediately before the
effectiveness of the notice designating that Early Termination Date
(or, if "Automatic Early Termination" applies, immediately before that
Early Termination Date).
"Termination Event" means an Illegality or, if specified to be
applicable, a Credit Event Upon Merger or an Additional Termination
Event.
"Termination Rate" means a rate per annum equal to the arithmetic mean
of the cost (without proof or evidence of any actual cost) to
20
<PAGE>
each party (as certified by such party) if it were to fund or of
funding such amounts.
"Unpaid Amounts" owing to any party means, with respect to an Early
Termination Date, the aggregate of (a) in respect of all Terminated
Transactions, the amounts that became payable (or that would have
become payable but for Section 2(a)(iii)) to such party under Section
2(a)(i) on or prior to such Early Termination Date and which remain
unpaid as at such Early Termination Date and (b) in respect of each
Terminated Transaction, for each obligation under Section 2(a)(i)
which was (or would have been but for Section 2(a)(iii)) required to
be settled by delivery to such party on or prior to such Early
Termination Date and which has not been so settled as at such Early
Termination Date, an amount equal to the fair market value of that
which was (or would have been) required to be delivered as of the
originally scheduled date for delivery, in each case together with (to
the extent permitted under applicable law) interest, in the currency
of such amounts, from (and including) the date such amounts or
obligations were or would have been required to have been paid or
performed to (but excluding) such Early Termination Date, at the
Applicable Rate. Such amounts of interest will be calculated on the
basis of daily compounding and the actual number of days elapsed. The
fair market value of any obligation referred to in clause (b) above
shall be reasonably determined by the party obliged to make the
determination under Section 6(e) or, if each party is so obliged, it
shall be the average of the fair market values reasonably determined
by both parties.
IN WITNESS WHEREOF the parties have executed this document on the
respective dates specified below with effect from the date specified
on the first page of this document.
ENRON OIL & GAS COMPANY
(Name of Party)
BY:
Name: George E. Uthlaut
Title: Sr. Vice President, Operations
Date: November 9, 1993
ENRON RISK MANAGEMENT SERVICES CORP.
(Name of Party)
21
<PAGE>
BY:
Name: Lou L. Pai
Title: President
Date: November 9, 1993
22
<PAGE>
ISDA
INTERNATIONAL SWAP DEALERS ASSOCIATION, INC.
SCHEDULE
TO THE
MASTER AGREEMENT
DATED AS OF NOVEMBER ____, 1993
BETWEEN ENRON OIL & GAS COMPANY AND ENRON RISK MANAGEMENT SERVICES CORP.
("Party A") ("Party B")
Part l. TERMINATION PROVISIONS.
(a) "SPECIFIED ENTITY" means in relation to Party A for the purpose of:--
Section5 (a)(v),
Section 5(a)(vi),
Section 5(a)(vii),
Section 5(b)(ii),
AND IN RELATION TO PARTY B FOR THE PURPOSE OF:
Section 5(a)(v),
Section 5(a)(vi),
Section 5(a)(vii),
Section 5(b)(ii),
(b) "SPECIFIED TRANSACTION" will have the meaning specified in Section 12 of
this Agreement unless another meaning is specified here
(c) THE "CROSS DEFAULT" provisions of Section 5(a)(vi)
will apply to Party A
will apply to Party B
<PAGE>
If such provisions apply:--
"SPECIFIED INDEBTEDNESS" will have the meaning specified in Section 12
of this Agreement unless another meaning is specified here
"THRESHOLD AMOUNT" means a) as to Party A, $25,000,000, and b) as to
Party B $10,000,000.
(d) THE "CREDIT EVENT UPON MERGER" provisions of Section 5(b)(ii)
will apply to Party A
will apply to Party B
(e) THE "AUTOMATIC EARLY TERMINATION" provision of Section 6(a)
will apply to Party A
will apply to Party B
(f) PAYMENTS ON EARLY TERMINATION. For the purpose of Section 6(e) of this
Agreement:-- (i) Market Quotation will apply
(ii) The Second Method will apply
(g) ADDITIONAL TERMINATION EVENT will not apply. The following shall
constitute an Additional Termination Event:--
For the purpose of the foregoing Termination Event, the Affected Party
or Affected Parties shall be:--
Part 2. AGREEMENT TO DELIVER DOCUMENTS.
For the purpose of Section 4(a) of this Agreement, each party agrees to
deliver the following documents, as applicable:--
PARTY REQUIRED FORM/DOCUMENT/ DATE BY WHICH COVERED BY
TO DELIVERY CERTIFICATE TO BE DELIVERED SECTION 3(D)
DOCUMENT REPRESENTATION
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
<PAGE>
Part 3. MISCELLANEOUS
(a) ADDRESSES FOR NOTICES. For the purpose of Section 10(a) of this
Agreement:--
Addresses for notices or communications to Party A:--
Address: 1400 Smith Street, Houston, Texas 77002
Attention: Director, Marketing Administration
Telex No.: Answerback:
Facsimile No: (713) 646-2113 Telephone No.:
Electronic Messaging System Details:
Address for notices or communications to PartyB:--
Address: 1400 Smith Street, Houston, Texas 77002
Attention: Administration (Trading)
Telex No.: 765443 Answerback: ENRONCORP
Facsimile No. (713) 646-3239 Telephone No.:
Electronic Messaging System Details: None
(b) CALCULATION AGENT. The Calculation Agent is PARTY B unless otherwise
specified in a Confirmation in relation to the relevant Transaction.
(c) CREDIT SUPPORT DOCUMENT. Details of any Credit Support Document:-
See Part 4
(d) CREDIT SUPPORT PROVIDER. Credit Support Provider means in relation to
Party A.
Credit Support Provider means in relation to Party B.
(e) GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the laws of the State of Texas (without reference to choice
of law doctrine).
(f) NETTING OF PAYMENTS. Subparagraph (ii) of Section 2(c) of this
Agreement will not apply to the Transactions.
(g) "Affiliate" will have the meaning specified in Section 12 of this
Agreement unless another meaning is specified here
<PAGE>
Part 4. OTHER PROVISIONS
1. CREDIT SUPPORT DOCUMENT - To the extent the majority of the capital
stock of any party is no longer owned by Enron Corp. (either directly or
indirectly), the other party may require the first party to provide a Credit
Support Document as security for the performance of the first party's
obligations hereunder. Such Credit Support Document shall be reasonably
acceptable to the other party.
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: February 10, 1993
CONFIRMATION LETTER
ERMS Transaction Reference No.: 1268.0
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987 Interest
Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this transaction
in connection with its line of business and that the terms hereof have
been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject
to, the following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc. (EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
<PAGE>
Enron Risk Management Services Corp.
February 10, 1993
Ref. No.: 1268.0
Page 2
Quantity Per PERIOD QUANTITY PER MONTH
Period: PER PERIOD
March 1, 1993
thru 120,000/MMBtu
March 31, 1993
April 1, 1993
thru 510,000/MMBtu
April 30, 1993
May 1, 1993
thru 580,000/MMBtu
May 31,1993
June 1, 1993
thru 750,000/MMBtu
June 30, 1993
July 1, 1993
thru 0/MMBtu
July 31, 1993
August 1, 1993
thru 750,000/MMBtu
August 31, 1993
September 1, 1993
thru 530,000/MMBtu
September 30, 1993
October 1, 1993
thru 750,000/MMBtu
October 31, 1993
November 1, 1993
thru 750,000/MMBtu
November 30, 1993
December 1, 1993
thru 750,000/MMBtu
December 31, 1993
"MMBtu" means one million British thermal Units.
Effective Date: March 1, 1993
Termination Date: December 31, 1993
The terms of this Swap Transaction relating to the Fixed Price
Payor are as follows:
Fixed Price Payor: ERMS
Payment Dates: Twenty-five days after each Period End Date.
<PAGE> Enron Risk Management Services Corp.
February 10, 1993
Ref. No.: 1268.0
Page 3
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
February 19, 1993.
Fixed Amount: $1.715/MMBtu/Dry x 120,000 MMBtu per month
for the delivery month of March, 1993.
$1.712/MMBtu/Dry x 510,000 MMBtu per month
for the delivery month of April, 1993.
$1.71/MMBtu/Dry x 580,000 MMBtu per month
for the delivery month of May, 1993.
$1.71/MMBtu/Dry x 750,000 MMBtu per month
for the delivery month of June, 1993.
$0.00/MMBtu/Dry x 0 MMBtu per month for the
delivery month of July, 1993.
$1.755/MMBtu/Dry x 750,000 MMBtu per month
for the delivery month of August, 1993.
$1.785/MMBtu/Dry x 530,000 MMBtu per month
for the delivery month of September, 1993.
$1.915/MMBtu/Dry x 750,000 MMBtu per month
for the delivery month of October, 1993.
$2.075/MMBtu/Dry x 750,000 MMBtu per month
for the delivery month of November, 1993.
$2.25/MMBtu/Dry x 750,000 MMBtu per month
for the delivery month of December, 1993.
Period: Each calendar month beginning with March,
1993.
The terms of this Swap Transaction relating to the Floating
Price Payor are as follows:
Floating Price Payor: EOG
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
February 19, 1993.
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month of beginning with March, 1993
for the last three NYMEX Trading Days for
the natural gas contract for that month of
delivery.
<PAGE>
Enron Risk Management Services Corp.
February 10, 1993
Ref. No.: 1268.0
Page 4
Period: Each calendar month beginning with March,
1993.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for
any Period, the Price for such Period shall be the amount determined
by the mutual agreement of the parties in good faith to most closely
reflect the average spot price in Dollars per MMBtu for that period
for natural gas delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgment to such effect to the
attention of the Enron Risk Management Services Corp. (Fax No.
713/646-3564) within three New York Banking Days following this
Confirmation.
The parties agree that this Swap Transaction will be governed
by and subject to the terms and conditions of a master swap agreement
upon execution thereof.
Please check this Confirmation carefully upon receipt so that
errors and discrepancies can promptly be identified and rectified.
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Joseph Pokalsky
Vice President, Marketing Vice President February 10, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: February 12, 1993
CONFIRMATION LETTER
ERMS Transaction Reference No.: 1286.0
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987 Interest
Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this transaction
in connection with its line of business and that the terms hereof have
been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject
to, the following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc. (EOG)
And: Enron Risk Management Services Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
<PAGE>
Enron Risk Management Services Corp.
February 12, 1993
Ref. No.: 1286.0
Page 2
Quantity Per PERIOD QUANTITY PER DAY
Period: PER PERIOD
March 1, 1993
thru 30,000/MMBtu
March 31, 1993
April 1, 1993
thru 30,000/MMBtu
April 30, 1993
May 1, 1993
thru 30,000/MMBtu
May 31,1993
June 1, 1993
thru 30,000/MMBtu
June 30, 1993
July 1, 1993
thru 30,000/MMBtu
July 31, 1993
August 1, 1993
thru 30,000/MMBtu
August 31, 1993
September 1, 1993
thru 30,000/MMBtu
September 30, 1993
October 1, 1993
thru 30,000/MMBtu
October 31, 1993
November 1, 1993
thru 30,000/MMBtu
November 30, 1993
December 1, 1993
thru 30,000/MMBtu
December 31, 1993
"MMBtu" means one million British thermal Units.
Effective Date: March 1, 1993
Termination Date: December 31, 1993
The terms of this Swap Transaction relating to the Fixed Price
Payor are as follows:
Fixed Price Payor: ERMS
Payment Dates: Twenty-five days after each Period End Date.
<PAGE>
Enron Risk Management Services Corp.
February 12, 1993
Ref. No.: 1286.0
Page 3
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
February 19, 1993.
Fixed Amount: $1.72/MMBtu/Dry x 30,000 MMBtu per day for
the delivery month of March, 1993.
$1.715/MMBtu/Dry x 30,000 MMBtu per day for
the delivery month of April, 1993.
$1.697/MMBtu/Dry x 30,000 MMBtu per day for
the delivery month of May, 1993.
$1.712/MMBtu/Dry x 30,000 MMBtu per day for
the delivery month of June, 1993.
$1.715/MMBtu/Dry x 30,000 MMBtu per day for
the delivery month of July, 1993.
$1.743/MMBtu/Dry x 30,000 MMBtu per day for
the delivery month of August, 1993.
$1.775/MMBtu/Dry x 30,000 MMBtu per day for
the delivery month of September, 1993.
$1.926/MMBtu/Dry x 30,000 MMBtu per day for
the delivery month of October, 1993.
$2.084/MMBtu/Dry x 30,000 MMBtu per day for
the delivery month of November, 1993.
$2.278/MMBtu/Dry x 30,000 MMBtu per day for
the delivery month of December, 1993.
Period: Each calendar month beginning with March,
1993.
The terms of this Swap Transaction relating to the Floating
Price Payor are as follows:
Floating Price Payor: EOG
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
February 19, 1993.
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month of beginning with March, 1993
for the last three NYMEX Trading Days for
the natural gas contract for that month of
delivery.
<PAGE>
Enron Risk Management Services Corp.
February 12, 1993
Ref. No.: 1286.0
Page 4
Period: Each calendar month beginning with March,
1993.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for
any Period, the Price for such Period shall be the amount determined
by the mutual agreement of the parties in good faith to most closely
reflect the average spot price in Dollars per MMBtu for that period
for natural gas delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgment to such effect to the
attention of the Enron Risk Management Services Corp. (Fax No.
713/646-3564) within three New York Banking Days following this
Confirmation.
The parties agree that this Swap Transaction will be governed
by and subject to the terms and conditions of a master swap agreement
upon execution thereof.
Please check this Confirmation carefully upon receipt so that
errors and discrepancies can promptly be identified and rectified.
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Joseph Pokalsky
Vice President, Marketing Vice President February 12, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: February 16, 1993
CONFIRMATION LETTER
ERMS Transaction Reference No.: 1291.0
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987 Interest
Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this transaction
in connection with its line of business and that the terms hereof
have been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject to,
the following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc. (EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
Quantity Per Period Quantity Per Day
Period: Per Period
January 1, 1994
thru 60,000/MMBtu
January 31, 1994
February 1, 1994
thru 60,000/MMBtu
February 28, 1994
<PAGE>
Enron Risk Management Services Corp.
February 16, 1993
Ref. No.: 1291.0
Page 2
"MMBtu" means one million British thermal
Units.
Effective Date: January 1, 1994
Termination Date: February 28, 1994
The terms of this Swap Transaction relating to the Fixed Price
Payor are as follows:
Fixed Price Payor: ERMS
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
December 22, 1993.
Fixed Amount: $2.276/MMBtu/Dry x 60,000 MMBtu per day for
the delivery month of January, 1994.
$1.988/MMBtu/Dry x 60,000 MMBtu per day for
the delivery month of February, 1994.
Period: Each calendar month beginning with January,
1994.
The terms of this Swap Transaction relating to the Floating
Price Payor are as follows:
Floating Price Payor: EOG
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
December 22, 1993.
<PAGE>
Enron Risk Management Services Corp.
February 16, 1993
Ref. No.: 1291.0
Page 3
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month of beginning with March, 1993
for the last three NYMEX Trading Days for
the natural gas contract for that month of
delivery.
Period: Each calendar month beginning with January,
1994.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for any
Period, the Price for such Period shall be the amount determined by
the mutual agreement of the parties in good faith to most closely
reflect the average spot price in Dollars per MMBtu for that period
for natural gas delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgment to such effect to
the attention of the Enron Risk Management Services Corp. (Fax No.
713/646-3564) within three New York Banking Days following this
Confirmation.
The parties agree that this Swap Transaction will be governed by
and subject to the terms and conditions of a master swap agreement
upon execution thereof.
Please check this Confirmation carefully upon receipt so that
errors and discrepancies can promptly be identified and rectified.
<PAGE>
Enron Risk Management Services Corp.
February 16, 1993
Ref. No.: 1291.0
Page 4
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Joseph Pokalsky
Vice President, Marketing Vice President February 16, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: February 16, 1993
REVISED CONFIRMATION LETTER
ERMS Transaction Reference No.: 1292.0
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987 Interest
Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this transaction
in connection with its line of business and that the terms hereof have
been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject
to, the following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc. (EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
<PAGE>
Enron Risk Management Services Corp.
February 16, 1993
Ref. No.: 1292.0
Page 2
Quantity Per Period Quantity Per Day
Period: Per Period
April 1, 1993
thru 45,000/MMBtu
April 30, 1993
May 1, 1993
thru 45,000/MMBtu
May 31,1993
June 1, 1993
thru 45,000/MMBtu
June 30, 1993
July 1, 1993
thru 45,000/MMBtu
July 31, 1993
August 1, 1993
thru 45,000/MMBtu
August 31, 1993
September 1, 1993
thru 45,000/MMBtu
September 30, 1993
October 1, 1993
thru 45,000/MMBtu
October 31, 1993
November 1, 1993
thru 45,000/MMBtu
November 30, 1993
December 1, 1993
thru 45,000/MMBtu
December 31, 1993
"MMBtu" means one million British thermal
Units.
Effective Date: April 1, 1993
Termination Date: December 31, 1993
The terms of this Swap Transaction relating to the Fixed Price
Payor are as follows:
Fixed Price Payor: ERMS
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
March 24, 1993.
<PAGE>
Enron Risk Management Services Corp.
February 16, 1993
Ref. No.: 1292.0
Page 3
Fixed Amount: $1.739/MMBtu/Dry x 45,000 MMBtu per day for
the delivery month of April, 1993.
$1.72/MMBtu/Dry x 45,000 MMBtu per day for
the delivery month of May, 1993.
$1.719/MMBtu/Dry x 45,000 MMBtu per day for
the delivery month of June, 1993.
$1.719/MMBtu/Dry x 45,000 MMBtu per day for
the delivery month of July, 1993.
$1.738/MMBtu/Dry x 45,000 MMBtu per day for
the delivery month of August, 1993.
$1.763/MMBtu/Dry x 45,000 MMBtu per day for
the delivery month of September, 1993.
$1.918/MMBtu/Dry x 45,000 MMBtu per day for
the delivery month of October, 1993.
$2.076/MMBtu/Dry x 45,000 MMBtu per day for
the delivery month of November, 1993.
$2.274/MMBtu/Dry x 45,000 MMBtu per day for
the delivery month of December, 1993.
Period: Each calendar month beginning with April,
1993.
The terms of this Swap Transaction relating to the Floating
Price Payor are as follows:
Floating Price Payor: EOG
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
March 24, 1993.
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month of beginning with March, 1993
for the last three NYMEX Trading Days for
the natural gas contract for that month of
delivery.
Period: Each calendar month beginning with April,
1993.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
<PAGE>
Enron Risk Management Services Corp.
February 16, 1993
Ref. No.: 1292.0
Page 4
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for
any Period, the Price for such Period shall be the amount determined
by the mutual agreement of the parties in good faith to most closely
reflect the average spot price in Dollars per MMBtu for that period
for natural gas delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgment to such effect to the
attention of the Enron Risk Management Services Corp. (Fax No.
713/646-3564) within three New York Banking Days following this
Confirmation.
The parties agree that this Swap Transaction will be governed
by and subject to the terms and conditions of a master swap agreement
upon execution thereof.
Please check this Confirmation carefully upon receipt so that
errors and discrepancies can promptly be identified and rectified.
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Joseph Pokalsky
Vice President, Marketing Vice President February 16, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: February 17, 1993
CONFIRMATION LETTER
ERMS Transaction Reference No.: 1304.0
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987 Interest
Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this transaction
in connection with its line of business and that the terms hereof have
been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject
to, the following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc. (EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
<PAGE>
Enron Risk Management Services Corp.
February 17, 1993
Ref. No.: 1304.0
Page 2
Quantity Per Period Quantity Per Day
Period: Per Period
April 1, 1993
thru 25,000/MMBtu
April 30, 1993
May 1, 1993
thru 25,000/MMBtu
May 31,1993
June 1, 1993
thru 25,000/MMBtu
June 30, 1993
July 1, 1993
thru 25,000/MMBtu
July 31, 1993
August 1, 1993
thru 25,000/MMBtu
August 31, 1993
September 1, 1993
thru 25,000/MMBtu
September 30, 1993
October 1, 1993
thru 25,000/MMBtu
October 31, 1993
November 1, 1993
thru 25,000/MMBtu
November 30, 1993
December 1, 1993
thru 25,000/MMBtu
December 31, 1993
"MMBtu" means one million British thermal
Units.
Effective Date: April 1, 1993
Termination Date: December 31, 1993
The terms of this Swap Transaction relating to the Fixed Price
Payor are as follows:
Fixed Price Payor: ERMS
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
March 24, 1993.
<PAGE>
Enron Risk Management Services Corp.
February 17, 1993
Ref. No.: 1304.0
Page 3
Fixed Amount: $1.76/MMBtu/Dry x 25,000 MMBtu per day for
the delivery month of April, 1993.
$1.742/MMBtu/Dry x 25,000 MMBtu per day for
the delivery month of May, 1993.
$1.734/MMBtu/Dry x 25,000 MMBtu per day for
the delivery month of June, 1993.
$1.736/MMBtu/Dry x 25,000 MMBtu per day for
the delivery month of July, 1993.
$1.744/MMBtu/Dry x 25,000 MMBtu per day for
the delivery month of August, 1993.
$1.77/MMBtu/Dry x 25,000 MMBtu per day for
the delivery month of September, 1993.
$1.926/MMBtu/Dry x 25,000 MMBtu per day for
the delivery month of October, 1993.
$2.075/MMBtu/Dry x 25,000 MMBtu per day for
the delivery month of November, 1993.
$2.266/MMBtu/Dry x 25,000 MMBtu per day for
the delivery month of December, 1993.
Period: Each calendar month beginning with April,
1993.
The terms of this Swap Transaction relating to the Floating
Price Payor are as follows:
Floating Price Payor: EOG
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
March 24, 1993.
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month of beginning with March, 1993
for the last three NYMEX Trading Days for
the natural gas contract for that month of
delivery.
Period: Each calendar month beginning with April,
1993.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
<PAGE>
Enron Risk Management Services Corp.
February 17, 1993
Ref. No.: 1304.0
Page 4
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for
any Period, the Price for such Period shall be the amount determined
by the mutual agreement of the parties in good faith to most closely
reflect the average spot price in Dollars per MMBtu for that period
for natural gas delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgment to such effect to the
attention of the Enron Risk Management Services Corp. (Fax No.
713/646-3564) within three New York Banking Days following this
Confirmation.
The parties agree that this Swap Transaction will be governed
by and subject to the terms and conditions of a master swap agreement
upon execution thereof.
Please check this Confirmation carefully upon receipt so that
errors and discrepancies can promptly be identified and rectified.
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Joseph Pokalsky
Vice President, Marketing Vice President February 17, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: February 17, 1993
CONFIRMATION LETTER
ERMS Transaction Reference No.: 1305.0
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987 Interest
Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this transaction
in connection with its line of business and that the terms hereof have
been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject
to, the following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc. (EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
Quantity Per Period Quantity Per Day
Period: Per Period
January 1, 1994
thru 55,000/MMBtu
January 31, 1994
February 1, 1994
thru 55,000/MMBtu
February 28, 1994
<PAGE>
Enron Risk Management Services Corp.
February 17, 1993
Ref. No.: 1305.0
Page 2
"MMBtu" means one million British thermal
Units.
Effective Date: January 1, 1994
Termination Date: February 28, 1994
The terms of this Swap Transaction relating to the Fixed Price
Payor are as follows:
Fixed Price Payor: ERMS
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
December 22, 1993.
Fixed Amount: $2.282/MMBtu/Dry x 55,000 MMBtu per day for
the delivery month of January, 1994.
$1.993/MMBtu/Dry x 55,000 MMBtu per day for
the delivery month of February, 1994.
Period: Each calendar month beginning with January,
1994.
The terms of this Swap Transaction relating to the Floating
Price Payor are as follows:
Floating Price Payor: EOG
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
December 22, 1993.
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month of beginning with January,
1994 for the last three NYMEX Trading Days
for the natural gas contract for that month
of delivery.
<PAGE>
Enron Risk Management Services Corp.
February 17, 1993
Ref. No.: 1305.0
Page 3
Period: Each calendar month beginning with January,
1994.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for
any Period, the Price for such Period shall be the amount determined
by the mutual agreement of the parties in good faith to most closely
reflect the average spot price in Dollars per MMBtu for that period
for natural gas delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgment to such effect to the
attention of the Enron Risk Management Services Corp. (Fax No.
713/646-3564) within three New York Banking Days following this
Confirmation.
The parties agree that this Swap Transaction will be governed
by and subject to the terms and conditions of a master swap agreement
upon execution thereof.
Please check this Confirmation carefully upon receipt so that
errors and discrepancies can promptly be identified and rectified.
<PAGE>
Enron Risk Management Services Corp.
February 17, 1993
Ref. No.: 1305.0
Page 4
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Joseph Pokalsky
Vice President, Marketing Vice President February 17, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: February 19, 1993
CONFIRMATION LETTER
ERMS Transaction Reference No.: 1321.0
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987 Interest
Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this transaction
in connection with its line of business and that the terms hereof
have been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject to,
the following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc. (EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
<PAGE>
Enron Risk Management Services Corp.
February 19, 1993
Ref. No.: 1321.0
Page 2
Quantity Per Period Quantity Per Day
Period: Per Period
January 1, 1994
thru 10,000/MMBtu
January 31, 1994
February 1, 1994
thru 10,000/MMBtu
February 28, 1994
"MMBtu" means one million British thermal
Units.
Effective Date: January 1, 1994
Termination Date: February 28, 1994
The terms of this Swap Transaction relating to the Fixed Price
Payor are as follows:
Fixed Price Payor: ERMS
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
December 22, 1993.
Fixed Amount: $2.265/MMBtu/Dry x 10,000 MMBtu per day for
the delivery month of January, 1994.
$1.99/MMBtu/Dry x 10,000 MMBtu per day for
the delivery month of February, 1994.
Period: Each calendar month beginning with January,
1994.
The terms of this Swap Transaction relating to the Floating
Price Payor are as follows:
Floating Price Payor: EOG
<PAGE>
Enron Risk Management Services Corp.
February 19, 1993
Ref. No.: 1321.0
Page 3
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
December 22, 1993.
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month of beginning with March, 1993
for the last three NYMEX Trading Days for
the natural gas contract for that month of
delivery.
Period: Each calendar month beginning with January,
1994.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for any
Period, the Price for such Period shall be the amount determined by
the mutual agreement of the parties in good faith to most closely
reflect the average spot price in Dollars per MMBtu for that period
for natural gas delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgment to such effect to
the attention of the Enron Risk Management Services Corp. (Fax No.
713/646-3564) within three New York Banking Days following this
Confirmation.
The parties agree that this Swap Transaction will be governed by
and subject to the terms and conditions of a master swap agreement
upon execution thereof.
Please check this Confirmation carefully upon receipt so that
errors and discrepancies can promptly be identified and rectified.
<PAGE>
Enron Risk Management Services Corp.
February 19, 1993
Ref. No.: 1321.0
Page 4
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Joseph Pokalsky
Vice President, Marketing Vice President February 19, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: February 23, 1993
CONFIRMATION LETTER
ERMS Transaction Reference No.: 1335.0
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the master
swap agreement specified below.
The definitions and provisions contained in the 1987 Interest Rate
and Currency Exchange Definitions (as published by the International Swap
Dealers Association, Inc.) are incorporated into this Confirmation. In
the event of any inconsistency between those definitions and provisions
and this Confirmation, this Confirmation will govern.
Each party represents that it is entering into this transaction in
connection with its line of business and that the terms hereof have been
individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject to, the
following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc. (EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
<PAGE>
Enron Risk Management Services Corp.
February 23, 1993
Ref. No.: 1335.0
Page 2
Quantity Per Period Quantity Per Day
Period: Per Period
April 1, 1993
thru 25,000/MMBtu
April 30, 1993
May 1, 1993
thru 25,000/MMBtu
May 31,1993
June 1, 1993
thru 25,000/MMBtu
June 30, 1993
July 1, 1993
thru 25,000/MMBtu
July 31, 1993
August 1, 1993
thru 25,000/MMBtu
August 31, 1993
September 1, 1993
thru 25,000/MMBtu
September 30, 1993
October 1, 1993
thru 25,000/MMBtu
October 31, 1993
November 1, 1993
thru 25,000/MMBtu
November 30, 1993
December 1, 1993
thru 20,000/MMBtu
December 31, 1993
January 1, 1994
thru 20,000/MMBtu
January 31, 1994
February 1, 1994
thru 15,000/MMBtu
February 28, 1994
"MMBtu" means one million British thermal Units.
Effective Date: April 1, 1993
Termination Date: February 28, 1994
The terms of this Swap Transaction relating to the Fixed Price Payor
are as follows:
Fixed Price Payor: ERMS
Payment Dates: Twenty-five days after each Period End Date.
<PAGE>
Enron Risk Management Services Corp.
February 23, 1993
Ref. No.: 1335.0
Page 3
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
March 24, 1993.
Fixed Amount: $1.856/MMBtu/Dry x 25,000 MMBtu per day for
the delivery month of April, 1993.
$1.794/MMBtu/Dry x 25,000 MMBtu per day for
the delivery month of May, 1993.
$1.755/MMBtu/Dry x 25,000 MMBtu per day for
the delivery month of June, 1993.
$1.745/MMBtu/Dry x 25,000 MMBtu per day for
the delivery month of July, 1993.
$1.75/MMBtu/Dry x 25,000 MMBtu per day for
the delivery month of August, 1993.
$1.77/MMBtu/Dry x 25,000 MMBtu per day for
the delivery month of September, 1993.
$1.915/MMBtu/Dry x 25,000 MMBtu per day for
the delivery month of October, 1993.
$2.083/MMBtu/Dry x 25,000 MMBtu per day for
the delivery month of November, 1993.
$2.26/MMBtu/Dry x 20,000 MMBtu per day for
the delivery month of December, 1993.
$2.26/MMBtu/Dry x 20,000 MMBtu per day for
the delivery month of January, 1994.
$1.985/MMBtu/Dry x 15,000 MMBtu per day for
the delivery month of February, 1994.
Period: Each calendar month beginning with April,
1993.
The terms of this Swap Transaction relating to the Floating Price
Payor are as follows:
Floating Price Payor: EOG
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
March 24, 1993.
<PAGE>
Enron Risk Management Services Corp.
February 23, 1993
Ref. No.: 1335.0
Page 4
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month of beginning with March, 1993
for the last three NYMEX Trading Days for
the natural gas contract for that month of
delivery.
Period: Each calendar month beginning with April,
1993.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for any
Period, the Price for such Period shall be the amount determined by the
mutual agreement of the parties in good faith to most closely reflect the
average spot price in Dollars per MMBtu for that period for natural gas
delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the master
swap agreement referred to herein, each party has agreed to make payments
to the other in accordance with this Confirmation. Please confirm that
the foregoing correctly sets forth the terms of our agreement by sending
a return acknowledgment to such effect to the attention of the Enron Risk
Management Services Corp. (Fax No. 713/646-3564) within three New York
Banking Days following this Confirmation.
The parties agree that this Swap Transaction will be governed by and
subject to the terms and conditions of a master swap agreement upon
execution thereof.
Please check this Confirmation carefully upon receipt so that errors
and discrepancies can promptly be identified and rectified.
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
<PAGE>
Enron Risk Management Services Corp.
February 23, 1993
Ref. No.: 1335.0
Page 5
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Joseph Pokalsky
Vice President, Marketing Vice President February 23, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: February 25, 1993
CONFIRMATION LETTER
ERMS Transaction Reference No.: 1338.0
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987 Interest
Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this transaction
in connection with its line of business and that the terms hereof have
been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject
to, the following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc. (EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
<PAGE>
Enron Risk Management Services Corp.
February 23, 1993
Ref. No.: 1338.0
Page 2
Quantity Per Period Quantity Per Day
Period: Per Period
December 1, 1993
thru 5,000/MMBtu
December 31, 1993
January 1, 1994
thru 5,000/MMBtu
January 31, 1994
February 1, 1994
thru 10,000/MMBtu
February 28, 1994
"MMBtu" means one million British thermal Units.
Effective Date: December 1, 1993
Termination Date: February 28, 1994
The terms of this Swap Transaction relating to the Fixed Price
Payor are as follows:
Fixed Price Payor: ERMS
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
November 19, 1993.
Fixed Amount: $2.24/MMBtu/Dry x 5,000 MMBtu per day for
the delivery month of December, 1993.
$2.24/MMBtu/Dry x 5,000 MMBtu per day for
the delivery month of January, 1994.
$1.975/MMBtu/Dry x 10,000 MMBtu per day for
the delivery month of February, 1994.
Period: Each calendar month beginning with December,
1993.
The terms of this Swap Transaction relating to the Floating
Price Payor are as follows:
Floating Price Payor: EOG
<PAGE>
Enron Risk Management Services Corp.
February 25, 1993
Ref. No.: 1338.0
Page 3
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
November 19, 1993.
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month of beginning with January,
1994 for the last three NYMEX Trading Days
for the natural gas contract for that month
of delivery.
Period: Each calendar month beginning with December,
1993.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for
any Period, the Price for such Period shall be the amount determined
by the mutual agreement of the parties in good faith to most closely
reflect the average spot price in Dollars per MMBtu for that period
for natural gas delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgment to such effect to the
attention of the Enron Risk Management Services Corp. (Fax No.
713/646-3564) within three New York Banking Days following this
Confirmation.
The parties agree that this Swap Transaction will be governed
by and subject to the terms and conditions of a master swap agreement
upon execution thereof.
Please check this Confirmation carefully upon receipt so that
errors and discrepancies can promptly be identified and rectified.
<PAGE>
Enron Risk Management Services Corp.
February 25, 1993
Ref. No.: 1338.0
Page 4
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Joseph Pokalsky
Vice President, Marketing Vice President February 25, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: March 12, 1993
REVISED CONFIRMATION LETTER
ERMS Transaction Reference No.: 1370.0
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the master
swap agreement specified below.
The definitions and provisions contained in the 1987 Interest Rate
and Currency Exchange Definitions (as published by the International Swap
Dealers Association, Inc.) are incorporated into this Confirmation. In
the event of any inconsistency between those definitions and provisions
and this Confirmation, this Confirmation will govern.
Each party represents that it is entering into this transaction in
connection with its line of business and that the terms hereof have been
individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject to, the
following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc. (EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
<PAGE>
Enron Risk Management Services Corp.
February 25, 1993
Ref. No.: 1370.0
Page 2
Quantity Per Period Quantity Per Day
Period: Per Period
May 1, 1993
thru 15,000/MMBtu
May 31,1993
June 1, 1993
thru 15,000/MMBtu
June 30, 1993
July 1, 1993
thru 15,000/MMBtu
July 31, 1993
August 1, 1993
thru 15,000/MMBtu
August 31, 1993
September 1, 1993
thru 15,000/MMBtu
September 30, 1993
October 1, 1993
thru 15,000/MMBtu
October 31, 1993
November 1, 1993
thru 15,000/MMBtu
November 30, 1993
December 1, 1993
thru 10,000/MMBtu
December 31, 1993
January 1, 1994
thru 10,000/MMBtu
January 31, 1994
February 1, 1994
thru 10,000/MMBtu
February 28, 1994
March 1, 1994 15,000/MMBtu
thru
March 31, 1994
"MMBtu" means one million British thermal Units.
Effective Date: May 1, 1993
Termination Date: March 31, 1994
The terms of this Swap Transaction relating to the Fixed Price Payor
are as follows:
Fixed Price Payor: ERMS
Payment Dates: 25th calendar day succeeding each Period End
Date.
<PAGE>
Enron Risk Management Services Corp.
March 12, 1993
Ref. No.: 1370.0
Page 3
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
April 23, 1993.
Fixed Amount: $1.895/MMBtu/Dry x 15,000 MMBtu per day for
the delivery month of May, 1993.
$1.842/MMBtu/Dry x 15,000 MMBtu per day for
the delivery month of June, 1993.
$1.82/MMBtu/Dry x 15,000 MMBtu per day for
the delivery month of July, 1993.
$1.815/MMBtu/Dry x 15,000 MMBtu per day for
the delivery month of August, 1993.
$1.82/MMBtu/Dry x 15,000 MMBtu per day for
the delivery month of September, 1993.
$1.92/MMBtu/Dry x 15,000 MMBtu per day for
the delivery month of October, 1993.
$2.07/MMBtu/Dry x 15,000 MMBtu per day for
the delivery month of November, 1993.
$2.235/MMBtu/Dry x 10,000 MMBtu per day for
the delivery month of December, 1993.
$2.235/MMBtu/Dry x 10,000 MMBtu per day for
the delivery month of January, 1994.
$1.985/MMBtu/Dry x 10,000 MMBtu per day for
the delivery month of February, 1994.
$1.815/MMBtu/Dry x 15,000 MMBtu per day for
the delivery month of March, 1994.
Period: Each calendar month beginning with May, 1993.
The terms of this Swap Transaction relating to the Floating Price
Payor are as follows:
Floating Price Payor: EOG
Payment Dates: 25th calendar day succeeding each Period End
Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
April 23, 1993.
<PAGE>
Enron Risk Management Services Corp.
March 12, 1993
Ref. No.: 1370.0
Page 4
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month of beginning with May, 1993
for the last three NYMEX Trading Days for
the natural gas contract for that month of
delivery.
Period: Each calendar month beginning with May,
1993.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for any
Period, the Price for such Period shall be the amount determined by the
mutual agreement of the parties in good faith to most closely reflect the
average spot price in Dollars per MMBtu for that period for natural gas
delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the master
swap agreement referred to herein, each party has agreed to make payments
to the other in accordance with this Confirmation. Please confirm that
the foregoing correctly sets forth the terms of our agreement by sending
a return acknowledgment to such effect to the attention of the Enron Risk
Management Services Corp. (Fax No. 713/646-3564) within three New York
Banking Days following this Confirmation.
The parties agree that this Swap Transaction will be governed by and
subject to the terms and conditions of a master swap agreement upon
execution thereof.
Please check this Confirmation carefully upon receipt so that errors
and discrepancies can promptly be identified and rectified.
<PAGE>
Enron Risk Management Services Corp.
March 12, 1993
Ref. No.: 1370.0
Page 5
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Lou L. Pai
Vice President, Marketing Vice President March 12, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: April 6, 1993
CONFIRMATION LETTER
ERMS Transaction Reference No.: 1471.0
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the master
swap agreement specified below.
The definitions and provisions contained in the 1987 Interest Rate
and Currency Exchange Definitions (as published by the International Swap
Dealers Association, Inc.) are incorporated into this Confirmation. In
the event of any inconsistency between those definitions and provisions
and this Confirmation, this Confirmation will govern.
Each party represents that it is entering into this transaction in
connection with its line of business and that the terms hereof have been
individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject to, the
following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc. (EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
Quantity Per Period Quantity Per Day
Period: Per Period
December 1, 1993
thru 7,500/MMBtu
December 31, 1993
January 1, 1994
thru 20,000/MMBtu
January 31, 1994
<PAGE>
Enron Risk Management Services Corp.
April 6, 1993
Ref. No.: 1471.0
Page 2
"MMBtu" means one million British thermal
Units.
Effective Date: December 1, 1993
Termination Date: January 31, 1994
The terms of this Swap Transaction relating to the Fixed Price Payor
are as follows:
Fixed Price Payor: EOG
Payment Dates: 25th calendar day succeeding each Period End
Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
November 22, 1993.
Fixed Amount: $2.41/MMBtu/Dry x 7,500 MMBtu per day for
the delivery month of December, 1993.
$2.375/MMBtu/Dry x 20,000 MMBtu per day for
the delivery month of January, 1994.
Period: Each calendar month beginning with December,
1993.
The terms of this Swap Transaction relating to the Floating Price
Payor are as follows:
Floating Price Payor: ERMS
Payment Dates: 25th calendar day succeeding each Period End
Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
November 19, 1993.
<PAGE>
Enron Risk Management Services Corp.
April 6, 1993
Ref. No.: 1471.0
Page 3
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month of beginning with December,
1993 for the last three NYMEX Trading Days
for the natural gas contract for that month
of delivery.
Period: Each calendar month beginning with December,
1993.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for any
Period, the Price for such Period shall be the amount determined by the
mutual agreement of the parties in good faith to most closely reflect the
average spot price in Dollars per MMBtu for that period for natural gas
delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the master
swap agreement referred to herein, each party has agreed to make payments
to the other in accordance with this Confirmation. Please confirm that
the foregoing correctly sets forth the terms of our agreement by sending
a return acknowledgment to such effect to the attention of the Enron Risk
Management Services Corp. (Fax No. 713/646-3564) within three New York
Banking Days following this Confirmation.
The parties agree that this Swap Transaction will be governed by and
subject to the terms and conditions of a master swap agreement upon
execution thereof.
Please check this Confirmation carefully upon receipt so that errors
and discrepancies can promptly be identified and rectified.
<PAGE>
Enron Risk Management Services Corp.
April 6, 1993
Ref. No.: 1471.0
Page 4
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
(Title) (Date) Lou L. Pai
Vice President April 6, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: April 13, 1993
CONFIRMATION LETTER
ERMS Transaction Reference No.: 1485.0
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the master
swap agreement specified below.
The definitions and provisions contained in the 1987 Interest Rate
and Currency Exchange Definitions (as published by the International Swap
Dealers Association, Inc.) are incorporated into this Confirmation. In
the event of any inconsistency between those definitions and provisions
and this Confirmation, this Confirmation will govern.
Each party represents that it is entering into this transaction in
connection with its line of business and that the terms hereof have been
individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject to, the
following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc. (EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
<PAGE>
Enron Risk Management Services Corp.
April 6, 1993
Ref. No.: 1485.0
Page 2
Quantity Per Period Quantity Per Month
Period: Per Period
March 1, 1994
thru 155,000/MMBtu
March 31, 1994
April 1, 1994
thru 150,000/MMBtu
April 30, 1994
May 1, 1994
thru 155,000/MMBtu
May 31, 1994
June 1, 1994
thru 150,000/MMBtu
June 30, 1994
July 1, 1994
thru 155,000/MMBtu
July 31, 1994
August 1, 1994
thru 155,000/MMBtu
August 31, 1994
September 1, 1994
thru 150,000/MMBtu
September 30, 1994
October 1, 1994
thru 155,000/MMBtu
October 31, 1994
"MMBtu" means one million British thermal
Units.
Effective Date: March 1, 1994
Termination Date: October 31, 1994
The terms of this Swap Transaction relating to the Fixed Price Payor
are as follows:
Fixed Price Payor: ERMS
Payment Dates: 25th calendar day succeeding each Period End
Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
February 18, 1994.
<PAGE>
Enron Risk Management Services Corp.
March 13, 1993
Ref. No.: 1485.0
Page 3
Fixed Amount: $2.091/MMBtu/Dry x 155,000 MMBtu per month
for the delivery month of March, 1994.
$2.066/MMBtu/Dry x 150,000 MMBtu per month
for the delivery month of April, 1994.
$2.076/MMBtu/Dry x 155,000 MMBtu per month
for the delivery month of May, 1994.
$2.086/MMBtu/Dry x 150,000 MMBtu per month
for the delivery month of June, 1994.
$2.096/MMBtu/Dry x 155,000 MMBtu per month
for the delivery month of July, 1994.
$2.101/MMBtu/Dry x 155,000 MMBtu per month
for the delivery month of August, 1994.
$2.108/MMBtu/Dry x 150,000 MMBtu per month
for the delivery month of September, 1994.
$2.176/MMBtu/Dry x 155,000 MMBtu per month
for the delivery month of October, 1994.
Period: Each calendar month beginning with March,
1994.
The terms of this Swap Transaction relating to the Floating Price
Payor are as follows:
Floating Price Payor: EOG
Payment Dates: 25th calendar day succeeding each Period End
Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
February 18, 1994.
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month of beginning with March, 1994
for the last three NYMEX Trading Days for
the natural gas contract for that month of
delivery.
Period: Each calendar month beginning with March,
1994.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
<PAGE>
Enron Risk Management Services Corp.
March 13, 1993
Ref. No.: 1485.0
Page 4
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for any
Period, the Price for such Period shall be the amount determined by the
mutual agreement of the parties in good faith to most closely reflect the
average spot price in Dollars per MMBtu for that period for natural gas
delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the master
swap agreement referred to herein, each party has agreed to make payments
to the other in accordance with this Confirmation. Please confirm that
the foregoing correctly sets forth the terms of our agreement by sending
a return acknowledgment to such effect to the attention of the Enron Risk
Management Services Corp. (Fax No. 713/646-3564) within three New York
Banking Days following this Confirmation.
The parties agree that this Swap Transaction will be governed by and
subject to the terms and conditions of a master swap agreement upon
execution thereof.
Please check this Confirmation carefully upon receipt so that errors
and discrepancies can promptly be identified and rectified.
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Joseph Pokalsky
Vice President, Marketing Vice President April 13, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: April 13, 1993
CONFIRMATION LETTER
ERMS Transaction Reference No.: 1486.0
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987 Interest
Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this transaction
in connection with its line of business and that the terms hereof have
been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject
to, the following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc.(EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
<PAGE>
Enron Risk Management Services Corp.
April 13, 1993
Ref. No.: 1486.0
Page 2
Quantity Per Period Quantity Per Day
Period: Per Period
June 1, 1993
thru 10,000/MMBtu
June 30, 1993
July 1, 1993
thru 10,000/MMBtu
July 31, 1993
August 1, 1993
thru 10,000/MMBtu
August 31, 1993
September 1, 1993
thru 10,000/MMBtu
September 30, 1993
October 1, 1993
thru 10,000/MMBtu
October 31, 1993
November 1, 1993
thru 10,000/MMBtu
November 30, 1993
"MMBtu" means one million British thermal
Units.
Effective Date: June 1, 1993
Termination Date: November 30, 1993
The terms of this Swap Transaction relating to the Fixed Price
Payor are as follows:
Fixed Price Payor: ERMS
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being May
21, 1993.
<PAGE>
Enron Risk Management Services Corp.
April 13, 1993
Ref. No.: 1486.0
Page 3
Fixed Amount: $2.259/MMBtu/Dry x 10,000 MMBtu per day for
the delivery month of June, 1993.
$2.233/MMBtu/Dry x 10,000 MMBtu per day for
the delivery month of July, 1993.
$2.243/MMBtu/Dry x 10,000 MMBtu per day for
the delivery month of August, 1993.
$2.252/MMBtu/Dry x 10,000 MMBtu per day for
the delivery month of September, 1993.
$2.31/MMBtu/Dry x 10,000 MMBtu per day for
the delivery month of October, 1993.
$2.422/MMBtu/Dry x 10,000 MMBtu per day for
the delivery month of November, 1993.
Period: Each calendar month beginning with April,
1993.
The terms of this Swap Transaction relating to the Floating
Price Payor are as follows:
Floating Price Payor: EOG
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
March 24, 1993.
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month of beginning with March, 1993
for the last three NYMEX Trading Days for
the natural gas contract for that month of
delivery.
Period: Each calendar month beginning with April,
1993.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for
any Period, the Price for such Period shall be the amount determined
by the mutual agreement of the parties in good faith to most closely
<PAGE>
Enron Risk Management Services Corp.
April 13, 1993
Ref. No.: 1486.0
Page 4
reflect the average spot price in Dollars per MMBtu for that period
for natural gas delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgment to such effect to the
attention of the Enron Risk Management Services Corp. (Fax No.
713/646-3564) within three New York Banking Days following this
Confirmation.
The parties agree that this Swap Transaction will be governed
by and subject to the terms and conditions of a master swap agreement
upon execution thereof.
Please check this Confirmation carefully upon receipt so that
errors and discrepancies can promptly be identified and rectified.
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Joseph Pokalsky
Vice President, Marketing Vice President February 17, 1993
[DATE]
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: April 13, 1993
CONFIRMATION LETTER
ERMS Transaction Reference No.: 1494.0
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the master
swap agreement specified below.
The definitions and provisions contained in the 1987 Interest Rate
and Currency Exchange Definitions (as published by the International Swap
Dealers Association, Inc.) are incorporated into this Confirmation. In
the event of any inconsistency between those definitions and provisions
and this Confirmation, this Confirmation will govern.
Each party represents that it is entering into this transaction in
connection with its line of business and that the terms hereof have been
individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject to, the
following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc. (EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
<PAGE>
Enron Risk Management Services Corp.
April 13, 1993
Ref. No.: 1494.0
Page 2
Quantity Per Period Quantity Per Month
Period: Per Period
March 1, 1994
thru 620,000/MMBtu
March 31, 1994
April 1, 1994
thru 600,000/MMBtu
April 30, 1994
May 1, 1994
thru 620,000/MMBtu
May 31, 1994
June 1, 1994
thru 600,000/MMBtu
June 30, 1994
July 1, 1994
thru 620,000/MMBtu
July 31, 1994
August 1, 1994
thru 620,000/MMBtu
August 31, 1994
September 1, 1994
thru 600,000/MMBtu
September 30, 1994
October 1, 1994
thru 620,000/MMBtu
October 31, 1994
"MMBtu" means one million British thermal
Units.
Effective Date: March 1, 1994
Termination Date: October 31, 1994
The terms of this Swap Transaction relating to the Fixed Price Payor
are as follows:
Fixed Price Payor: ERMS
Payment Dates: 25th calendar day succeeding each Period End
Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
February 18, 1994.
<PAGE>
Enron Risk Management Services Corp.
April 13, 1993
Ref. No.: 1494.0
Page 3
Fixed Amount: $2.125/MMBtu/Dry x 620,000 MMBtu per month
for the delivery month of March, 1994.
$2.085/MMBtu/Dry x 600,000 MMBtu per month
for the delivery month of April, 1994.
$2.095/MMBtu/Dry x 620,000 MMBtu per month
for the delivery month of May, 1994.
$2.11/MMBtu/Dry x 600,000 MMBtu per month
for the delivery month of June, 1994.
$2.11/MMBtu/Dry x 620,000 MMBtu per month
for the delivery month of July, 1994.
$2.11/MMBtu/Dry x 620,000 MMBtu per month
for the delivery month of August, 1994.
$2.12/MMBtu/Dry x 600,000 MMBtu per month
for the delivery month of September, 1994.
$2.20/MMBtu/Dry x 620,000 MMBtu per month
for the delivery month of October, 1994.
Period: Each calendar month beginning with March,
1994.
The terms of this Swap Transaction relating to the Floating Price
Payor are as follows:
Floating Price Payor: EOG
Payment Dates: 25th calendar day succeeding each Period End
Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
February 18, 1994.
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month of beginning with March, 1994
for the last three NYMEX Trading Days for
the natural gas contract for that month of
delivery.
Period: Each calendar month beginning with March,
1994.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
<PAGE>
Enron Risk Management Services Corp.
April 13, 1993
Ref. No.: 1494.0
Page 4
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for any
Period, the Price for such Period shall be the amount determined by the
mutual agreement of the parties in good faith to most closely reflect the
average spot price in Dollars per MMBtu for that period for natural gas
delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the master
swap agreement referred to herein, each party has agreed to make payments
to the other in accordance with this Confirmation. Please confirm that
the foregoing correctly sets forth the terms of our agreement by sending
a return acknowledgment to such effect to the attention of the Enron Risk
Management Services Corp. (Fax No. 713/646-3564) within three New York
Banking Days following this Confirmation.
The parties agree that this Swap Transaction will be governed by and
subject to the terms and conditions of a master swap agreement upon
execution thereof.
Please check this Confirmation carefully upon receipt so that errors
and discrepancies can promptly be identified and rectified.
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Joseph Pokalsky
Vice President, Marketing Vice President April 13, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: April 13, 1993
CONFIRMATION LETTER
ERMS Transaction Reference No.: 1495.0
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987 Interest
Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this transaction
in connection with its line of business and that the terms hereof have
been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject
to, the following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc. (EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
<PAGE>
Enron Risk Management Services Corp.
April 13, 1993
Ref. No.: 1495.0
Page 2
Quantity Per Period Quantity Per Day
Period: Per Period
June 1, 1993
thru 10,000/MMBtu
June 30, 1993
July 1, 1993
thru 10,000/MMBtu
July 31, 1993
August 1, 1993
thru 10,000/MMBtu
August 31, 1993
September 1, 1993
thru 10,000/MMBtu
September 30, 1993
October 1, 1993
thru 10,000/MMBtu
October 31, 1993
November 1, 1993
thru 10,000/MMBtu
November 30, 1993
"MMBtu" means one million British thermal
Units.
Effective Date: June 1, 1993
Termination Date: November 30, 1993
The terms of this Swap Transaction relating to the Fixed Price
Payor are as follows:
Fixed Price Payor: ERMS
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being May
21, 1993.
<PAGE>
Enron Risk Management Services Corp.
April 13, 1993
Ref. No.: 1495.0
Page 3
Fixed Amount: $2.35/MMBtu/Dry x 10,000 MMBtu per day for
the delivery month of June, 1993.
$2.33/MMBtu/Dry x 10,000 MMBtu per day for
the delivery month of July, 1993.
$2.33/MMBtu/Dry x 10,000 MMBtu per day for
the delivery month of August, 1993.
$2.35/MMBtu/Dry x 10,000 MMBtu per day for
the delivery month of September, 1993.
$2.38/MMBtu/Dry x 10,000 MMBtu per day for
the delivery month of October, 1993.
$2.49/MMBtu/Dry x 10,000 MMBtu per day for
the delivery month of November, 1993.
Period: Each calendar month beginning with June,
1993.
The terms of this Swap Transaction relating to the Floating
Price Payor are as follows:
Floating Price Payor: EOG
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being May
21, 1993.
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month of beginning with June, 1993
for the last three NYMEX Trading Days for
the natural gas contract for that month of
delivery.
Period: Each calendar month beginning with June,
1993.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for
any Period, the Price for such Period shall be the amount determined
by the mutual agreement of the parties in good faith to most closely
<PAGE>
Enron Risk Management Services Corp.
April 13, 1993
Ref. No.: 1495.0
Page 4
reflect the average spot price in Dollars per MMBtu for that period
for natural gas delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgment to such effect to the
attention of the Enron Risk Management Services Corp. (Fax No.
713/646-3564) within three New York Banking Days following this
Confirmation.
The parties agree that this Swap Transaction will be governed
by and subject to the terms and conditions of a master swap agreement
upon execution thereof.
Please check this Confirmation carefully upon receipt so that
errors and discrepancies can promptly be identified and rectified.
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Joseph Pokalsky
Vice President, Marketing Vice President April 13, 1993<PAGE>
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: April 13, 1993
CONFIRMATION LETTER
ERMS Transaction Reference No.: 1509.0
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987 Interest
Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this transaction
in connection with its line of business and that the terms hereof have
been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject
to, the following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc. (EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
Quantity Per Period Quantity Per Day
Period: Per Period
August 1, 1994
thru 15,000/MMBtu
August 31, 1994
September 1, 1994
thru 15,000/MMBtu
September 30, 1994
<PAGE>
Enron Risk Management Services Corp.
April 14, 1993
Ref. No.: 1509.0
Page 2
"MMBtu" means one million British thermal
Units.
Effective Date: August 1, 1994
Termination Date: September 30, 1994
The terms of this Swap Transaction relating to the Fixed Price
Payor are as follows:
Fixed Price Payor: ERMS
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being July
22, 1994
Fixed Amount: $2.235/MMBtu/Dry x 15,000 MMBtu per day for
the delivery month of August, 1994.
$2.23/MMBtu/Dry x 15,000 MMBtu per day for
the delivery month of September, 1994.
Period: Each calendar month beginning with August,
1994.
The terms of this Swap Transaction relating to the Floating
Price Payor are as follows:
Floating Price Payor: EOG
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being July
22, 1994.
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month of beginning with June, 1993
for the last three NYMEX Trading Days for
the natural gas contract for that month of
delivery.
<PAGE>
Enron Risk Management Services Corp.
April 14, 1993
Ref. No.: 1509.0
Page 3
Period: Each calendar month beginning with August,
1994.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for
any Period, the Price for such Period shall be the amount determined
by the mutual agreement of the parties in good faith to most closely
reflect the average spot price in Dollars per MMBtu for that period
for natural gas delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgment to such effect to the
attention of the Enron Risk Management Services Corp. (Fax No.
713/646-3564) within three New York Banking Days following this
Confirmation.
The parties agree that this Swap Transaction will be governed
by and subject to the terms and conditions of a master swap agreement
upon execution thereof.
Please check this Confirmation carefully upon receipt so that
errors and discrepancies can promptly be identified and rectified.
<PAGE>
Enron Risk Management Services Corp.
April 14, 1993
Ref. No.: 1509.0
Page 4
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Lou L. Pai
Vice President, Marketing Vice President April 14, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: April 15, 1993
REVISED CONFIRMATION LETTER
ERMS Transaction Reference No.: 1514.0
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the master
swap agreement specified below.
The definitions and provisions contained in the 1987 Interest Rate
and Currency Exchange Definitions (as published by the International Swap
Dealers Association, Inc.) are incorporated into this Confirmation. In
the event of any inconsistency between those definitions and provisions
and this Confirmation, this Confirmation will govern.
Each party represents that it is entering into this transaction in
connection with its line of business and that the terms hereof have been
individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject to, the
following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc. (EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
<PAGE>
Enron Risk Management Services Corp.
April 15, 1993
Ref. No.: 1514.0
Page 2
Quantity Per Period Quantity Per Day
Period: Per Period
March 1, 1994
thru 15,000/MMBtu
March 31, 1994
April 1, 1994
thru 15,000/MMBtu
April 30, 1994
May 1, 1994
thru 15,000/MMBtu
May 31, 1994
June 1, 1994
thru 15,000/MMBtu
June 30, 1994
July 1, 1994
thru 15,000/MMBtu
July 31, 1994
October 1, 1994
thru 15,000/MMBtu
October 31, 1994
"MMBtu" means one million British thermal
Units.
Effective Date: March 1, 1994
Termination Date: October 31, 1994
The terms of this Swap Transaction relating to the Fixed Price Payor
are as follows:
Fixed Price Payor: ERMS
Payment Dates: 25th calendar day succeeding each Period End
Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
February 18, 1994.
<PAGE>
Enron Risk Management Services Corp.
April 15, 1993
Ref. No.: 1514.0
Page 3
Fixed Amount: $2.245/MMBtu/Dry x 15,000 MMBtu per day for
the delivery month of March, 1994.
$2.21/MMBtu/Dry x 15,000 MMBtu per day for
the delivery month of April, 1994.
$2.223/MMBtu/Dry x 15,000 MMBtu per day for
the delivery month of May, 1994.
$2.235/MMBtu/Dry x 15,000 MMBtu per day for
the delivery month of June, 1994.
$2.245/MMBtu/Dry x 15,000 MMBtu per day for
the delivery month of July, 1994.
$2.315/MMBtu/Dry x 15,000 MMBtu per day for
the delivery month of October, 1994.
Period: Each calendar month beginning with March,
1994.
The terms of this Swap Transaction relating to the Floating Price
Payor are as follows:
Floating Price Payor: EOG
Payment Dates: 25th calendar day succeeding each Period End
Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
February 18, 1994.
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month of beginning with March, 1994
for the last three NYMEX Trading Days for
the natural gas contract for that month of
delivery.
Period: Each calendar month beginning with March,
1994.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for any
Period, the Price for such Period shall be the amount determined by the
<PAGE>
Enron Risk Management Services Corp.
April 15, 1993
Ref. No.: 1514.0
Page 4
mutual agreement of the parties in good faith to most closely reflect the
average spot price in Dollars per MMBtu for that period for natural gas
delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the master
swap agreement referred to herein, each party has agreed to make payments
to the other in accordance with this Confirmation. Please confirm that
the foregoing correctly sets forth the terms of our agreement by sending
a return acknowledgment to such effect to the attention of the Enron Risk
Management Services Corp. (Fax No. 713/646-3564) within three New York
Banking Days following this Confirmation.
The parties agree that this Swap Transaction will be governed by and
subject to the terms and conditions of a master swap agreement upon
execution thereof.
Please check this Confirmation carefully upon receipt so that errors
and discrepancies can promptly be identified and rectified.
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Joseph Pokalsky
Vice President, Marketing Vice President April 15, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: April 26, 1993
CONFIRMATION LETTER
ERMS Transaction Reference No.: 1533.01
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987 Interest
Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this transaction
in connection with its line of business and that the terms hereof have
been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject
to, the following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc. (EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
<PAGE>
Enron Risk Management Services Corp.
April 26, 1993
Ref. No.: 1533.01
Page 2
Quantity Per Period Quantity Per Day
Period: Per Period
August 1, 1993
thru 50,000/MMBtu
August 31, 1993
September 1, 1993
thru 50,000/MMBtu
September 30, 1993
October 1, 1993
thru 50,000/MMBtu
October 31, 1993
November 1, 1993
thru 50,000/MMBtu
November 30, 1993
December 1, 1993
thru 50,000/MMBtu
December 31, 1993
"MMBtu" means one million British thermal
Units.
Effective Date: August 1, 1993
Termination Date: December 31, 1993
The terms of this Swap Transaction relating to the Fixed Price
Payor are as follows:
Fixed Price Payor: ERMS
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being July
23, 1993.
Fixed Amount: $2.31/MMBtu/Dry x 50,000 MMBtu per day for
the delivery month of August, 1993.
$2.33/MMBtu/Dry x 50,000 MMBtu per day for
the delivery month of September, 1993.
$2.372/MMBtu/Dry x 50,000 MMBtu per day for
the delivery month of October, 1993.
$2.472/MMBtu/Dry x 50,000 MMBtu per day for
the delivery month of November, 1993.
$2.60/MMBtu/Dry x 50,000 MMBtu per day for
the delivery month of December, 1993.
<PAGE>
Enron Risk Management Services Corp.
April 26, 1993
Ref. No.: 1533.01
Page 3
Period: Each calendar month beginning with August,
1993.
The terms of this Swap Transaction relating to the Floating
Price Payor are as follows:
Floating Price Payor: EOG
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being July
23, 1993.
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month of beginning with August,
1993 for the last three NYMEX Trading Days
for the natural gas contract for that month
of delivery.
Period: Each calendar month beginning with August,
1993.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for
any Period, the Price for such Period shall be the amount determined
by the mutual agreement of the parties in good faith to most closely
reflect the average spot price in Dollars per MMBtu for that period
for natural gas delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgment to such effect to the
attention of the Enron Risk Management Services Corp. (Fax No.
713/646-3564) within three New York Banking Days following this
Confirmation.
The parties agree that this Swap Transaction will be governed
<PAGE>
Enron Risk Management Services Corp.
April 26, 1993
Ref. No.: 1533.01
Page 4
by and subject to the terms and conditions of a master swap agreement
upon execution thereof.
Please check this Confirmation carefully upon receipt so that
errors and discrepancies can promptly be identified and rectified.
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Joseph Pokalsky
Vice President, Marketing Vice President April 26, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: April 25, 1993
CONFIRMATION LETTER
ERMS Transaction Reference No.: 1569.0
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the master
swap agreement specified below.
The definitions and provisions contained in the 1987 Interest Rate
and Currency Exchange Definitions (as published by the International Swap
Dealers Association, Inc.) are incorporated into this Confirmation. In
the event of any inconsistency between those definitions and provisions
and this Confirmation, this Confirmation will govern.
Each party represents that it is entering into this transaction in
connection with its line of business and that the terms hereof have been
individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject to, the
following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc. (EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
<PAGE>
Enron Risk Management Services Corp.
April 25, 1993
Ref. No.: 1569.0
Page 2
Quantity Per Period Quantity Per Day
Period: Per Period
March 1, 1994
thru 10,000/MMBtu
March 31, 1994
April 1, 1994
thru 10,000/MMBtu
April 30, 1994
May 1, 1994
thru 10,000/MMBtu
May 31, 1994
June 1, 1994
thru 10,000/MMBtu
June 30, 1994
July 1, 1994
thru 10,000/MMBtu
July 31, 1994
August 1, 1994
thu 10,000/MMBtu
August 31, 1994
September 1, 1994
thru 10,000/MMBtu
September 30, 1994
October 1, 1994
thru 10,000/MMBtu
October 31, 1994
"MMBtu" means one million British thermal
Units.
Effective Date: March 1, 1994
Termination Date: October 31, 1994
The terms of this Swap Transaction relating to the Fixed Price Payor
are as follows:
Fixed Price Payor: ERMS
Payment Dates: 25th calendar day succeeding each Period End
Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
February 18, 1994.
<PAGE>
Enron Risk Management Services Corp.
April 25, 1993
Ref. No.: 1569.0
Page 3
Fixed Amount: $2.269/MMBtu/Dry x 310,000 MMBtu per month
for the delivery month of March, 1994.
$2.269/MMBtu/Dry x 300,000 MMBtu per month
for the delivery month of April, 1994.
$2.269/MMBtu/Dry x 310,000 MMBtu per month
for the delivery month of May, 1994.
$2.269/MMBtu/Dry x 300,000 MMBtu per month
for the delivery month of June, 1994.
$2.269/MMBtu/Dry x 310,000 MMBtu per month
for the delivery month of July, 1994.
$2.269/MMBtu/Dry x 310,000 MMBtu per month
for the delivery month of August, 1994.
$2.269/MMBtu/Dry x 300,000 MMBtu per month
for the delivery month of September, 1994.
$2.269/MMBtu/Dry x 310,000 MMBtu per month
for the delivery month of October, 1994.
Period: Each calendar month beginning with March,
1994.
The terms of this Swap Transaction relating to the Floating Price
Payor are as follows:
Floating Price Payor: EOG
Payment Dates: 25th calendar day succeeding each Period End
Date.
Period End Date: The last NYMEX Trading Day for the natural
gas contract for the appropriate delivery
month. The first Period End Date being
February 18, 1994.
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month of beginning with March, 1994
for the last three NYMEX Trading Days for
the natural gas contract for that month of
delivery.
Period: Each calendar month beginning with March,
1994.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
<PAGE>
Enron Risk Management Services Corp.
April 25, 1993
Ref. No.: 1569.0
Page 4
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for any
Period, the Price for such Period shall be the amount determined by the
mutual agreement of the parties in good faith to most closely reflect the
average spot price in Dollars per MMBtu for that period for natural gas
delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the master
swap agreement referred to herein, each party has agreed to make payments
to the other in accordance with this Confirmation. Please confirm that
the foregoing correctly sets forth the terms of our agreement by sending
a return acknowledgment to such effect to the attention of the Enron Risk
Management Services Corp. (Fax No. 713/646-3564) within three New York
Banking Days following this Confirmation.
The parties agree that this Swap Transaction will be governed by and
subject to the terms and conditions of a master swap agreement upon
execution thereof.
Please check this Confirmation carefully upon receipt so that errors
and discrepancies can promptly be identified and rectified.
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Joseph Pokalsky
Vice President, Marketing Vice President April 25, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: July 14, 1993
REVISED CONFIRMATION LETTER
ERMS Transaction Reference No.: 01986.00
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987 Interest
Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this transaction
in connection with its line of business and that the terms hereof
have been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject to,
the following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc. (EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
<PAGE>
Enron Risk Management Services Corp.
July 14, 1993
Ref. No.: 01986.00
Page 2
Quantity Per Period Quantity Per Day
Period: Per Period
August 1, 1993
thru 100,000/MMBtu
August 31, 1993
September 1, 1993
thru 50,000/MMBtu
September 30, 1993
November 1, 1993
thru 100,000/MMBtu
November 30, 1993
December 1, 1993
thru 100,000/MMBtu
December 31, 1993
"MMBtu" means one million British thermal
Units.
Effective Date: August 1,1993
Termination Date: December 31, 1993
The terms of this Swap Transaction relating
to the Fixed Price Payor are as follows:
Fixed Price Payor: EOG
Payment Dates: Twenty-five days after each Period End
Date.
Period End Date: The last day of each calendar month for
appropriate delivery month. The first
Period End Date being August 31, 1993.
Fixed Amount: $2.05/MMBtu/Dry x 100,000 MMBtu per day for
the delivery month of August, 1993.
$2.075/MMBtu/Dry x 50,000 MMBtu per day for
the delivery month of September, 1993.
Fixed Amount: $2.33/MMBtu/Dry x 100,000 MMBtu per day for
the delivery month of November, 1993.
$2.50/MMBtu/Dry x 100,000 MMBtu per day for
the delivery month of December, 1993.
Period: Each calendar month beginning with August,
1993.
<PAGE>
Enron Risk Management Services Corp.
July 14, 1993
Ref. No.: 01986.00
Page 3
The terms of this Swap Transaction relating to the Floating
Price Payor are as follows:
Floating Price Payor: ERMS
Payment Dates: Twenty-five days after each Period End
Date.
Period End Date: The last day of each calendar month for
appropriate delivery month. The first
Period End Date being August 31, 1993.
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for
the natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month beginning with August, 1993
for the last three NYMEX Trading Days for
the natural gas contract for that month of
delivery.
Period: Each calendar month beginning with August,
1993.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New
York Banking Day.
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for any
Period, the Price for such Period shall be the amount determined by
the mutual agreement of the parties in good faith to most closely
reflect the average spot price in Dollars per MMBtu for that period
for natural gas delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgment to such effect to
the attention of the Enron Risk Management Services Corp. (Fax No.
713/646-3564) within three New York Banking Days following this
Confirmation.
<PAGE>
Enron Risk Management Services Corp.
July 14, 1993
Ref. No.: 01986.00
Page 4
The parties agree that this Swap Transaction will be governed by
and subject to the terms and conditions of a master swap agreement
upon execution thereof.
Please check this Confirmation carefully upon receipt so that
errors and discrepancies can promptly be identified and rectified.
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Joseph Pokalsky
Vice President, Marketing Vice President July 14, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: August 23, 1993
CONFIRMATION LETTER
ERMS Transaction Reference No.: 02217.00
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987 Interest
Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this transaction
in connection with its line of business and that the terms hereof have
been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject
to, the following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc. (EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
<PAGE>
Enron Risk Management Services Corp.
August 23, 1993
Ref. No.: 02217.00
Page 2
Quantity Per Period Quantity Per Month
Period: Per Period
December 1, 1993
thru 1,600,000/MMBtu
December 31, 1993
January 1, 1994
thru 2,200,000/MMBtu
January 31, 1994
February 1, 1994
thru 1,070,000/MMBtu
February 28, 1994
"MMBtu" means one million British thermal
Units.
Effective Date: December 1, 1993
Termination Date: February 28, 1994
The terms of this Swap Transaction relating to the Fixed Price
Payor are as follows:
Fixed Price Payor: EOG
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last calendar day for the appropriate
delivery month. The first Period End Date
being December 31, 1993.
Fixed Amount: $2.575/MMBtu/Dry x 1,600,000 MMBtu per month
for the delivery month of December, 1993.
$2.535/MMBtu/Dry x 2,200,000 MMBtu per month
for the delivery month of January, 1994.
$2.355/MMBtu/Dry x 1,070,000 MMBtu per month
for the delivery month of February, 1994.
Period: Each calendar month beginning with December,
1993.
The terms of this Swap Transaction relating to the Floating
Price Payor are as follows:
Floating Price Payor: ERMS
Payment Dates: Twenty-five days after each Period End Date.
<PAGE>
Enron Risk Management Services Corp.
August 23, 1993
Ref. No.: 02217.00
Page 3
Period End Date: The last calendar day for the appropriate
delivery month. The first Period End Date
being December 31, 1993.
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month beginning with December, 1993
for the last three NYMEX Trading Days for
the natural gas contract for that month of
delivery.
Period: Each calendar month beginning with December,
1993.
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for
any Period, the Price for such Period shall be the amount determined
by the mutual agreement of the parties in good faith to most closely
reflect the average spot price in Dollars per MMBtu for that period
for natural gas delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgment to such effect to the
attention of the Enron Risk Management Services Corp. (Fax No.
713/646-3564) within three New York Banking Days following this
Confirmation.
The parties agree that this Swap Transaction will be governed
by and subject to the terms and conditions of a master swap agreement
upon execution thereof.
Please check this Confirmation carefully upon receipt so that
errors and discrepancies can promptly be identified and rectified.
<PAGE>
Enron Risk Management Services Corp.
August 23, 1993
Ref. No.: 02217.00
Page 4
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Joseph Pokalsky
Vice President, Marketing Vice President August 23, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: August 25, 1993
CONFIRMATION LETTER
ERMS Transaction Reference No.: 02227.00
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987 Interest
Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this transaction
in connection with its line of business and that the terms hereof have
been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject
to, the following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc. (EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
Quantity Per Period Quantity Per Month
Period: Per Period
February 1, 1994
thru 1,180,000/MMBtu
February 28, 1994
<PAGE>
Enron Risk Management Services Corp.
August 25, 1993
Ref. No.: 02227.00
Page 2
"MMBtu" means one million British thermal
Units.
Effective Date: February 1, 1994
Termination Date: February 28, 1994
The terms of this Swap Transaction relating to the Fixed Price
Payor are as follows:
Fixed Price Payor: EOG
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last calendar day for the appropriate
delivery month. The first Period End Date
being February 28, 1994.
Fixed Amount: $2.365/MMBtu/Dry x 1,180,000 MMBtu per month
for the delivery month of February, 1994.
Period: Each calendar month beginning with February,
1994.
The terms of this Swap Transaction relating to the Floating
Price Payor are as follows:
Floating Price Payor: ERMS
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last calendar day for the appropriate
delivery month. The first Period End Date
being February 28, 1994.
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month beginning with February, 1994
for the last three NYMEX Trading Days for
the natural gas contract for that month of
delivery.
Period: Each calendar month beginning with February,
1994.
<PAGE>
Enron Risk Management Services Corp.
August 25, 1993
Ref. No.: 02227.00
Page 3
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for
any Period, the Price for such Period shall be the amount determined
by the mutual agreement of the parties in good faith to most closely
reflect the average spot price in Dollars per MMBtu for that period
for natural gas delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgment to such effect to the
attention of the Enron Risk Management Services Corp. (Fax No.
713/646-3564) within three New York Banking Days following this
Confirmation.
The parties agree that this Swap Transaction will be governed
by and subject to the terms and conditions of a master swap agreement
upon execution thereof.
Please check this Confirmation carefully upon receipt so that
errors and discrepancies can promptly be identified and rectified.
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Joseph Pokalsky
Vice President, Marketing Vice President August 25, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: September 7, 1993
CONFIRMATION LETTER
ERMS Transaction Reference No.: 02278.00
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987 Interest
Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this transaction
in connection with its line of business and that the terms hereof have
been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject
to, the following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc. (EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
Quantity Per Period Quantity Per Day
Period: Per Period
October 1, 1993
thru 30,000/MMBtu
October 31, 1993
November 1, 1993
thru 30,000/MMBtu
November 30, 1993
<PAGE>
Enron Risk Management Services Corp.
September 7, 1993
Ref. No.: 02278.00
Page 2
"MMBtu" means one million British thermal
Units.
Effective Date: October 1, 1993
Termination Date: November 30, 1993
The terms of this Swap Transaction relating to the Fixed Price
Payor are as follows:
Fixed Price Payor: EOG
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last calendar day for the appropriate
delivery month. The first Period End Date
being October 31, 1993.
Fixed Amount: $2.285/MMBtu/Dry x 30,000 MMBtu per day for
the delivery month of October, 1993.
$2.385/MMBtu/Dry x 30,000 MMBtu per day for
the delivery month of November, 1993.
Period: Each calendar month beginning with October
31, 1993.
The terms of this Swap Transaction relating to the Floating
Price Payor are as follows:
Floating Price Payor: ERMS
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last calendar day for the appropriate
delivery month. The first Period End Date
being October 31, 1993.
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month beginning with October, 1993
for the last three NYMEX Trading Days for
the natural gas contract for that month of
delivery.
Period: Each calendar month beginning with October,
1993.
<PAGE>
Enron Risk Management Services Corp.
September 7, 1993
Ref. No.: 02278.00
Page 3
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for
any Period, the Price for such Period shall be the amount determined
by the mutual agreement of the parties in good faith to most closely
reflect the average spot price in Dollars per MMBtu for that period
for natural gas delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgment to such effect to the
attention of the Enron Risk Management Services Corp. (Fax No.
713/646-3564) within three New York Banking Days following this
Confirmation.
The parties agree that this Swap Transaction will be governed
by and subject to the terms and conditions of a master swap agreement
upon execution thereof.
Please check this Confirmation carefully upon receipt so that
errors and discrepancies can promptly be identified and rectified.
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Joseph Pokalsky
Vice President, Marketing Vice President September 7, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: September 10, 1993
CONFIRMATION LETTER
ERMS Transaction Reference No.: 02299.00
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987 Interest
Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this transaction
in connection with its line of business and that the terms hereof have
been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject
to, the following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc. (EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
Quantity Per Period Quantity Per Day
Period: Per Period
October 1, 1993
thru 25,000/MMBtu
October 31, 1993
November 1, 1993
thru 25,000/MMBtu
November 30, 1993
<PAGE>
Enron Risk Management Services Corp.
September 10, 1993
Ref. No.: 02299.00
Page 2
"MMBtu" means one million British thermal
Units.
Effective Date: October 1, 1993
Termination Date: November 30, 1993
The terms of this Swap Transaction relating to the Fixed Price
Payor are as follows:
Fixed Price Payor: EOG
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last calendar day for the appropriate
delivery month. The first Period End Date
being October 31, 1993.
Fixed Amount: $2.215/MMBtu/Dry x 25,000 MMBtu per day for
the delivery month of October, 1993.
$2.325/MMBtu/Dry x 25,000 MMBtu per day for
the delivery month of November, 1993.
Period: Each calendar month beginning with October
31, 1993.
The terms of this Swap Transaction relating to the Floating
Price Payor are as follows:
Floating Price Payor: ERMS
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last calendar day for the appropriate
delivery month. The first Period End Date
being October 31, 1993.
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month beginning with October, 1993
for the last three NYMEX Trading Days for
the natural gas contract for that month of
delivery.
Period: Each calendar month beginning with October,
1993.
<PAGE>
Enron Risk Management Services Corp.
September 10, 1993
Ref. No.: 02299.00
Page 3
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for
any Period, the Price for such Period shall be the amount determined
by the mutual agreement of the parties in good faith to most closely
reflect the average spot price in Dollars per MMBtu for that period
for natural gas delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgment to such effect to the
attention of the Enron Risk Management Services Corp. (Fax No.
713/646-3564) within three New York Banking Days following this
Confirmation.
The parties agree that this Swap Transaction will be governed
by and subject to the terms and conditions of a master swap agreement
upon execution thereof.
Please check this Confirmation carefully upon receipt so that
errors and discrepancies can promptly be identified and rectified.
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Joseph Pokalsky
Vice President, Marketing Vice President September 10, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: September 16, 1993
CONFIRMATION LETTER
ERMS Transaction Reference No.: 02372.00
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987 Interest
Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this transaction
in connection with its line of business and that the terms hereof have
been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject
to, the following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc. (EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
Quantity Per Period Quantity Per Day
Period: Per Period
October 1, 1993
thru 25,000/MMBtu
October 31, 1993
November 1, 1993
thru 25,000/MMBtu
November 30, 1993
<PAGE>
Enron Risk Management Services Corp.
September 16, 1993
Ref. No.: 02372.00
Page 2
"MMBtu" means one million British thermal
Units.
Effective Date: October 1, 1993
Termination Date: November 30, 1993
The terms of this Swap Transaction relating to the Fixed Price
Payor are as follows:
Fixed Price Payor: EOG
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last calendar day for the appropriate
delivery month. The first Period End Date
being October 31, 1993.
Fixed Amount: $2.105/MMBtu/Dry x 25,000 MMBtu per day for
the delivery month of October, 1993.
$2.205/MMBtu/Dry x 25,000 MMBtu per day for
the delivery month of November, 1993.
Period: Each calendar month beginning with October
31, 1993.
The terms of this Swap Transaction relating to the Floating
Price Payor are as follows:
Floating Price Payor: ERMS
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last calendar day for the appropriate
delivery month. The first Period End Date
being October 31, 1993.
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month beginning with October, 1993
for the last three NYMEX Trading Days for
the natural gas contract for that month of
delivery.
Period: Each calendar month beginning with October,
1993.
<PAGE>
Enron Risk Management Services Corp.
September 16, 1993
Ref. No.: 02372.00
Page 3
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for
any Period, the Price for such Period shall be the amount determined
by the mutual agreement of the parties in good faith to most closely
reflect the average spot price in Dollars per MMBtu for that period
for natural gas delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgment to such effect to the
attention of the Enron Risk Management Services Corp. (Fax No.
713/646-3564) within three New York Banking Days following this
Confirmation.
The parties agree that this Swap Transaction will be governed
by and subject to the terms and conditions of a master swap agreement
upon execution thereof.
Please check this Confirmation carefully upon receipt so that
errors and discrepancies can promptly be identified and rectified.
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Joseph Pokalsky
Vice President, Marketing Vice President September 16, 1993
<PAGE>
To: Enron Oil & Gas Marketing, Inc.
1400 Smith Street
Houston, TX 77002
Attn: Business Development Dept.
From: Enron Risk Management Services Corp.
1400 Smith Street
Houston, TX 77002
Date: October 6, 1993
CONFIRMATION LETTER
ERMS Transaction Reference No.: 02647.00
The purpose of this communication is to set forth the terms and
conditions of the Swap Transaction entered into between us as of the
Effective Date specified below (the "Swap Transaction"). This
communication constitutes a "Confirmation" as referred to in the
master swap agreement specified below.
The definitions and provisions contained in the 1987 Interest
Rate and Currency Exchange Definitions (as published by the
International Swap Dealers Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation
will govern.
Each party represents that it is entering into this transaction
in connection with its line of business and that the terms hereof have
been individually tailored and negotiated.
This Confirmation supplements, forms part of, and is subject
to, the following master swap agreement upon execution thereof:
Dated As Of: June 1, 1991
Between: Enron Oil & Gas Marketing, Inc. (EOG)
And: Enron Risk Management Services
Corp. (ERMS)
Upon execution, all provisions contained in the master swap
agreement will govern this Confirmation except as expressly modified
below.
The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Commodity: Pipeline quality natural gas
("Natural Gas")
Quantity Per Period Quantity Per Month
Period: Per Period
November 1, 1993
thru 1,650,000/MMBtu
November 30, 1993
<PAGE>
Enron Risk Management Services Corp.
October 6, 1993
Ref. No.: 02647.00
Page 2
"MMBtu" means one million British thermal
Units.
Effective Date: November 1, 1993
Termination Date: November 30, 1993
The terms of this Swap Transaction relating to the Fixed Price
Payor are as follows:
Fixed Price Payor: EOG
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last calendar day for the appropriate
delivery month. The first Period End Date
being November 30, 1993.
Fixed Amount: $2.18/MMBtu/Dry x 1,650,000 MMBtu per month
for the delivery month of November, 1993.
Period: Each calendar month beginning with November
30, 1993.
The terms of this Swap Transaction relating to the Floating
Price Payor are as follows:
Floating Price Payor: ERMS
Payment Dates: Twenty-five days after each Period End Date.
Period End Date: The last calendar day for the appropriate
delivery month. The first Period End Date
being November 30, 1993.
Floating Amount: The product of: The Quantity Per Period x
the average of the settlement prices for the
natural gas contract on the New York
Mercantile Exchange for the appropriate
delivery month beginning with November, 1993
for the last three NYMEX Trading Days for
the natural gas contract for that month of
delivery.
Period: Each calendar month beginning with November,
1993.
<PAGE>
Enron Risk Management Services Corp.
October 6, 1993
Ref. No.: 02647.00
Page 3
Banking Day Convention: If any specified Payment Date is not a New
York Banking Day such Payment Date will be
the first following day which is a New York
Banking Day.
Alternate Component Prices:
If NYMEX Natural Gas Settlement Prices are not published for
any Period, the Price for such Period shall be the amount determined
by the mutual agreement of the parties in good faith to most closely
reflect the average spot price in Dollars per MMBtu for that period
for natural gas delivered to Henry Hub, LA.
Subject to the netting of cross payments as provided in the
master swap agreement referred to herein, each party has agreed to
make payments to the other in accordance with this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of
our agreement by sending a return acknowledgment to such effect to the
attention of the Enron Risk Management Services Corp. (Fax No.
713/646-3564) within three New York Banking Days following this
Confirmation.
The parties agree that this Swap Transaction will be governed
by and subject to the terms and conditions of a master swap agreement
upon execution thereof.
Please check this Confirmation carefully upon receipt so that
errors and discrepancies can promptly be identified and rectified.
Enron Risk Management Services Corp. is very pleased to have
concluded this transaction with you.
Regards,
ENRON OIL & GAS MARKETING, INC. ENRON RISK MANAGEMENT SERVICES CORP.
Andrew N. Hoyle Joseph Pokalsky
Vice President, Marketing Vice President October 6, 1993
<PAGE>
EXHIBIT 10.36(b)
FIRST AMENDMENT
TO
CONVEYANCE OF PRODUCTION PAYMENT
Reference for all purposes is hereby made to that certain
Conveyance of Production Payment (the "Conveyance"), dated September
25, 1992, from ENRON OIL & GAS COMPANY, a Delaware corporation
("Grantor") to CACTUS HYDROCARBON 1992-A LIMITED PARTNERSHIP, a
Delaware limited partnership, whose address is 1400 Smith Street,
P. O. Box 1188, Houston, Texas 77251-1188 ("Grantee"), pertaining to
certain oil and gas leases, wells and related interests, which
Conveyance is recorded as set forth on Exhibit C hereto under the
caption "Conveyance of Production Payment."
WHEREAS, Grantor and Grantee desire to amend the Conveyance as
hereinafter set forth as of April 1, 1993 (the "Effective Date") to
release certain Leases and Subject Wells from the Conveyance and to
add certain additional oil and gas leases and related interests and to
make other changes as provided herein:
NOW, THEREFORE, for and in consideration of the premises and of
the sum of Ten Dollars and no/100ths ($10.00) and other good and
valuable consideration, cash in hand paid to Grantor by Grantee,
Grantor and Grantee do hereby amend the Conveyance as follows:
1. Capitalized terms as used herein shall have the meanings
given to them in Article II of the Conveyance unless otherwise defined
herein.
2. Exhibit A to the Conveyance is hereby amended by deleting
those Leases set forth on Exhibit A-1 hereto (the "Deleted Leases")
and those Subject Wells set forth on Exhibit A-2 hereto (the "Deleted
Wells") and adding those oil and gas leases and related interests set
forth on Exhibit B hereto (the "Added Leases").
3. Grantee hereby releases the Deleted Leases and the Deleted
Wells from the Conveyance and hereby grants, reconveys and delivers
unto Grantor, its successors and assigns, without recourse, covenant
or warranty of any kind, express, implied or statutory, the Production
Payment insofar and only insofar as the Production Payment covers or
applies to the Deleted Leases and the Deleted Wells. Grantor hereby
grants, conveys and delivers unto Grantee, its successors and assigns,
the Production Payment described in the Conveyance as hereby amended
in accordance with the terms and provisions of the Conveyance as
hereby amended.
4. Except as expressly amended hereby, the Conveyance shall
remain in full force and effect as heretofore entered into and
amended. Grantor and Grantee ratify and confirm the Conveyance as
hereby amended.
<PAGE>
EXECUTED in multiple originals this 21st day of May,
1993, but effective as of the Effective Date.
GRANTOR:
WITNESSES: ENRON OIL & GAS COMPANY
By:
Name: D. Weaver
Title: Agent and Attorney-in-fact
GRANTEE:
WITNESSES: CACTUS HYDROCARBON 1992-A LIMITED
PARTNERSHIP
By: Enron Big Piney Corp.
General Partner
By:
Name: Andrew S. Fastow
Title: Vice President
EXHIBIT "A-1" - Description of Deleted Leases
EXHIBIT "A-2" - Description of Deleted Wells
EXHIBIT "B" - Description of Added Leases
EXHIBIT "C" - Recordation Schedule - Conveyance of Production Payment
<PAGE>
STATE OF TEXAS
COUNTY OF HARRIS
On this _____ day of _____________________, 1993, before me, the
undersigned Notary Public in and for the State of Texas, personally
appeared ________________________, to me personally known, who, being
by me duly sworn, did say that he is the ___________________ of ENRON
OIL & GAS COMPANY, a Delaware corporation, and that the instrument was
signed in behalf of the corporation by authority of its Board of
Directors and that ____________________ acknowledged the instrument to
be the free act and deed of the corporation.
NOTARY PUBLIC, IN AND FOR
THE STATE OF TEXAS
Printed Name of Notary
STATE OF TEXAS
COUNTY OF HARRIS
On this _____ day of ____________________, 1993, before me, the
undersigned Notary Public in and for the State of Texas, personally
appeared ______________________, to me personally known, who, being by
me duly sworn, did say that he is the ________________ of Enron Big
Piney Corp., General Partner of CACTUS HYDROCARBON 1992-A LIMITED
PARTNERSHIP, a Delaware limited partnership, and that the instrument
was signed on behalf of said corporation, acting as General Partner of
said limited partnership and that _________________________ acknowledged
the instrument to be the free act and deed of the limited partnership.
NOTARY PUBLIC, IN AND FOR
THE STATE OF TEXAS
Printed Name of Notary
<PAGE>
EXHIBIT A-1
Attached to and made a part of that certain First Amendment to Conveyance of
Production Payment effective as of the 1st day of April, 1993 between Enron
Oil & Gas Company ("EOG") as Grantor and Cactus Hydrocarbon 1992-A Limited
Partnership ("Cactus") as Grantee.
<TABLE>
DELETED LEASES
SUBLETTE COUNTY, WYOMING
<CAPTION>
ENRON LEASE
LEASE NO. LESSOR LEGAL DESCRIPTION DATE RECORDING
<S> <C> <C> <C> <C>
0050097-000 EV-023584 TOWNSHIP 28 NORTH, RANGE 113 WEST, 6TH P.M. 6/1/48 Not Recorded
Section 23: Lot 4 (27.24), W/2NW/4
Below 1500' above the top of the Frontier
formation
0050109-000 State WY- TOWNSHIP 29 NORTH, RANGE 113 WEST, 6TH P.M. 9/16/48 Not Recorded
07395 Section 16: E/2
Below 1500' above the top of the Frontier
formation
0050115-000 WY-04732 TOWNSHIP 28 NORTH, RANGE 113 WEST, 6TH P.M. 2/1/51 Not Recorded
Section 4: Lots 7 (35.76), 8 (36.27),
S/2NW/4, SW/4
Below 1500' above the top of the Frontier
formation
0050116-000 W-026038-A TOWNSHIP 29 NORTH, RANGE 113 WEST, 6TH P.M. 2/1/50 BK 31, PG 206
Section 21: E/2
Section 27: NW/4NW/4
Section 28: N/2NE/4
Below 1500' above the top of the Frontier
formation
0050125-000 McGinnis, TOWNSHIP 28 NORTH, RANGE 113 WEST, 6TH P.M. 7/1/46 BK 2, PG 101
Mary et al Section 27: Resurvey Tract 48
From 1500' above the top of the Frontier
formation to the base of the Frontier
formation
LINCOLN COUNTY, WYOMING
0050272-000 EV-09156-B TOWNSHIP 26 NORTH, RANGE 113 WEST, 6TH P.M. 6/1/48 BK 17, PG 283
Section 5: E/2SE/4
No depth limitations
</TABLE>
<PAGE>
EXHIBIT A-2
Attached to and made a part of that certain First Amendment to Conveyance
of Production Payment effective as of the 1st day of April, 1993 between Enron
Oil & Gas Company ("EOG") as Grantor and Cactus Hydrocarbon 1992-A Limited
Partnership ("Cactus") as Grantee.
<TABLE>
DELETED WELLS
<CAPTION>
WELL WELL LEGAL W I NRI WI NRI
NAME NUMBER DESCRIPTION BPO BPO APO APO
<S> <C> <C> <C> <C> <C> <C>
SHU 65-05G 06152-00-00-1 TOWNSHIP 26 NORTH, RANGE 25.000% 20.350% 25.000% 20.3500%
113 WEST, 6TH P.M.
Section 5: E/2
Lincoln County, Wyoming
Tip Top Unit 06144-00-00-1 TOWNSHIP 27 NORTH, RANGE 1.4233% 1.0870% 1.4233% 1.0870%
Participating 113 WEST, 6TH P.M.
Area "B" Parts of Sections 5 and 6
TOWNSHIP 28 NORTH, RANGE
113 WEST, 6TH P.M.
Portions of Sections 6-8,
16, 17 and 18
TOWNSHIP 28 NORTH, RANGE
114 WEST, 6TH P.M.
Portions of Sections 1 and 12
Sublette County, Wyoming
</TABLE>
<PAGE>
EXHIBIT B
Attached to and made a part of that certain First Amendment to Conveyance of
Production Payment effective as of the 1st day of April, 1993 between Enron
Oil & Gas Company ("EOG") as Grantor and Cactus Hydrocarbon 1992-A Limited
Partnership ("Cactus") as Grantee.
<TABLE>
ADDED LEASES
SUBLETTE COUNTY, WYOMING
<CAPTION>
MOBIL LEASE
LEASE NO. LESSOR LEGAL DESCRIPTION DATE RECORDING
<S> <C> <C> <C> <C>
W-2645 E-025771 TOWNSHIP 28 NORTH, RANGE 113 WEST, 1/1/48 Not Available
6TH P.M.
Section 22: Lot 2 (23.91)
From the surface to 1500' above
the top of the Frontier formation
W-2579 E-023969 TOWNSHIP 28 NORTH, RANGE 113 WEST, 7/1/48 Not Available
6TH P.M.
Section 27: Lots 2 (13.62), 3 (9.19)
Section 29: W/2NW/4
From the surface to 1500' above the top of
the Frontier formation
W-2571 E-023768 TOWNSHIP 28 NORTH, RANGE 113 WEST, 12/1/47 BK 31, PG 429
6TH P.M.
Section 20: SW/4SW/4
From the surface to 1500' above the
top of the Frontier formation
W-2569 E-022879 TOWNSHIP 28 NORTH, RANGE 113 WEST, 7/1/47 Not Available
6TH P.M.
Section 19: Lots 6, 7, 8, 9, 10, 11, 12,
13, 14, 15, 16 and 17
From the surface to 1500' above the
top of the Frontier formation
W-2568 E-023328 TOWNSHIP 28 NORTH, RANGE 113 WEST, 10/1/48 Not Available
6TH P.M.
Section 30: N/2NE/4
From the surface to 1500' above the
top of the Frontier formation
W-2566 E-023553 TOWNSHIP 28 NORTH, RANGE 113 WEST, 6/1/48 Not Available
6TH P.M.
Section 30: S/2NE/4
From the surface to 1500' above the
top of the Frontier formation
<PAGE>
W-2586 W-01495 TOWNSHIP 28 NORTH, RANGE 113 WEST, 2/1/50 Not Available
6TH P.M.
Section 18: Lots 11, 12, 13, 14, 15, 16,
17, 18 (W/2SE/4)
From the surface to 1500' above the top of
the Frontier formation
</TABLE>
<PAGE>
EXHIBIT C
Attached to and made a part of that certain First Amendment to Conveyance of
Production Payment effective as of the 1st day of April, 1993 between Enron Oil
& Gas Company ("EOG") as Grantor and Cactus Hydrocarbon 1992-A Limited
Partnership ("Cactus") as Grantee.
DOCUMENT FILING ENTITY RECORDING REFERENCE
Conveyance of Production Payment dated Lincoln County Book 317 PR, Page 312
September 25, 1992 from EOG to Cactus File No. 755518
October 8, 1992
Sublette County Book 89 O&G, Page 512
File No. 238874
October 2, 1992
BLM October 2, 1992
Wyoming State November 20, 1992
Land Board
<PAGE>
EXHIBIT 10.36(c)
SECOND AMENDMENT
TO
CONVEYANCE OF PRODUCTION PAYMENT
Reference for all purposes is hereby made to that certain
Conveyance of Production Payment dated September 25, 1992, from ENRON
OIL & GAS COMPANY, a Delaware corporation ("Grantor") to CACTUS
HYDROCARBON 1992-A LIMITED PARTNERSHIP, a Delaware limited
partnership, whose address is 1400 Smith Street, P. O. Box 1188,
Houston, Texas 77251-1188 ("Grantee"), as amended by that certain
First Amendment to Conveyance of Production Payment dated effective
April 1, 1993, between Grantor and Grantee (the "Conveyance"),
pertaining to certain oil and gas leases, wells and related interests,
which Conveyance is recorded as set forth on Exhibit C hereto.
WHEREAS, Grantor and Grantee desire to amend the Conveyance as
hereinafter set forth as of July 1, 1993 (the "Effective Date") to
release certain Leases and Subject Wells from the Conveyance and to
add certain additional oil and gas leases, wells and related interests
and to make other changes as provided herein:
NOW, THEREFORE, for and in consideration of the premises and of
the sum of Ten Dollars and no/100ths ($10.00) and other good and
valuable consideration, cash in hand paid to Grantor by Grantee,
Grantor and Grantee do hereby amend the Conveyance as follows:
1. Capitalized terms as used herein shall have the meanings
given to them in Article II of the Conveyance unless otherwise defined
herein.
2. Exhibit A to the Conveyance is hereby amended by deleting
those Leases set forth on Exhibit A-1 hereto (the "Deleted Leases")
and those Subject Wells set forth on Exhibit A-2 hereto (the "Deleted
Wells") and adding those oil and gas leases and related interests set
forth on Exhibit B-1 hereto (the "Added Leases") and those wells set
forth on Exhibit B-2 hereto (the "Added Wells").
3. Grantee hereby releases the Deleted Leases and the Deleted
Wells from the Conveyance and hereby grants, reconveys and delivers
unto Grantor, its successors and assigns, without recourse, covenant
or warranty of any kind, express, implied or statutory, the Production
Payment insofar and only insofar as the Production Payment covers or
applies to the Deleted Leases and the Deleted Wells. Grantor hereby
grants, conveys and delivers unto Grantee, its successors and assigns,
the Production Payment described in the Conveyance as hereby amended
in accordance with the terms and provisions of the Conveyance as
hereby amended.
4. Except as expressly amended hereby, the Conveyance shall
remain in full force and effect as heretofore entered into and
amended. Grantor and Grantee ratify and confirm the Conveyance as
hereby amended.
<PAGE>
5. This instrument is being executed in several counterparts,
all of which are identical. Each of such counterparts shall for all
purposes be deemed to be an original and all such counterparts shall
together constitute but one and the same instrument.
WITNESS THE EXECUTION HEREOF, this 29th day of September, 1993,
to be effective as of the Effective Date.
GRANTOR:
WITNESSES: ENRON OIL & GAS COMPANY
By:
Name: G. E. Uthlaut
Title: Sr. Vice President
GRANTEE:
WITNESSES: CACTUS HYDROCARBON 1992-A LIMITED
PARTNERSHIP
By: Enron Big Piney Corp.
General Partner
By:
Name: Andrew S. Fastow
Title: Vice President
EXHIBIT "A-1" - Description of Deleted Leases
EXHIBIT "A-2" - Description of Deleted Wells
EXHIBIT "B-1" - Description of Added Leases
EXHIBIT "B-2" - Description of Added Wells
EXHIBIT "C" - Recordation Schedule - Conveyance of Production
Payment and First Amendment to Conveyance of
Production Payment
<PAGE>
STATE OF TEXAS
COUNTY OF HARRIS
On this _____ day of _____________________, 1993, before me, the
undersigned Notary Public in and for the State of Texas, personally
appeared ________________________, to me personally known, who, being
by me duly sworn, did say that he is the ___________________ of ENRON
OIL & GAS COMPANY, a Delaware corporation, and that the instrument was
signed in behalf of the corporation by authority of its Board of
Directors and that ____________________ acknowledged the instrument to
be the free act and deed of the corporation.
NOTARY PUBLIC, IN AND FOR
THE STATE OF TEXAS
Printed Name of Notary
STATE OF TEXAS
COUNTY OF HARRIS
On this _____ day of ____________________, 1993, before me, the
undersigned Notary Public in and for the State of Texas, personally
appeared ______________________, to me personally known, who, being by
me duly sworn, did say that he is the ________________ of Enron Big
Piney Corp., General Partner of CACTUS HYDROCARBON 1992-A LIMITED
PARTNERSHIP, a Delaware limited partnership, and that the instrument
was signed on behalf of said corporation, acting as General Partner of
said limited partnership and that _________________________
acknowledged the instrument to be the free act and deed of the limited
partnership.
NOTARY PUBLIC, IN AND FOR
THE STATE OF TEXAS
Printed Name of Notary
<PAGE>
EXHIBIT A-1
Attached to and made a part of that certain Second Amendment
to Conveyance of Production Payment effective as of the 1st
day of July, 1993 between Enron Oil & Gas Company ("EOG") as
Grantor and Cactus Hydrocarbon 1992-A Limited Partnership
("Cactus") as Grantee.
<TABLE>
DELETED LEASES
SUBLETTE COUNTY, WYOMING
<CAPTION>
ENRON LEASE
LEASE NO. LESSOR LEGAL DESCRIPTION DATE RECORDING
<S> <C> <C> <C> <C>
50427-000 W-055275 Township 26 North, Range 112 West, 6th P.M 2/1/59 Not Recorded
Section 22: NE/4NE/4, SE/4, S/2NE/4
Section 23: NW/4NW/4, SW/4NW/4,3 E/2NW/4, SW/4
Limited to only the Frontier formation under said
lands.
</TABLE>
<PAGE>
EXHIBIT A-2
Attached to and made a part of that certain Second Amendment to
Conveyance of Production Payment effective as of the 1st day of July,
1993 between Enron Oil & Gas Company ("EOG") as Grantor and Cactus
Hydrocarbon 1992-A Limited Partnership ("Cactus") as Grantee.
<TABLE>
DELETED WELLS
LINCOLN COUNTY, WYOMING
<CAPTION>
WELL NAME WELL NUMBER LEGAL DESCRIPTION WI BPO NRI BPO WI APO NRI APO
<S> <C> <C> <C> <C> <C> <C>
Fontenelle 11-36 0912100001 Township 26 North, Range 112 West, 6th P.M. .0170308 .0148326 .0195606 .0161375
Section 36: NW/4NW/4
Formation: Consl. Frontier ABCD
Fontenelle 12-03 0912200001 Township 25North, Range 112 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 3: SW/4NW/4
Formation: Consl. Frontier ABCD
Fontenelle 13-11 0912300001 Township 25 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 11: NW/4SW/4
Formation: Consl. Frontier ABCD
Fontenelle 13-24 0912400001 Township 26 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195597 .0184859
Section 24: NW/4SW/4
Formation: Consl. Frontier ABCD
Fontenelle 13-34 0012400001 Township 26 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195597 .0184859
Section 34: NW/4SW/4
Formation: Consl. Frontier ABCD
<PAGE>
Fontenelle 14-01 0912500001 Township 25 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 1: SW/4SW/4
Formation: Consl. Frontier ABCD
Fontenelle 14-02 0912600001 Township 25 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 2: SW/4SW/4
Formation: Consl. Frontier ABCD
Fontenelle 14-04 0912800001 Township 25 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 4: SW/4NW/4
Formation: Consl. Frontier ABCD
Fontenelle 14-06 0912900001 Township 25 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 6: Lot 7
Formation: Consl. Frontier ABCD
Fontenelle 14-27 0912700001 Township 26 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 27: SW/4SW/4
Formation: Consl. Frontier ABCD
Fontenelle 22-36 0913100001 Township 26 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 36: SE/4NW/4
Formation: Consl. Frontier ABCD
Fontenelle 23-07F 0913400001 Township 25 North, Range 111 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 7: NE/4SW/4
Formation: Consl. Frontier ABCD
Fontenelle 23-25 0913200001 Township 26 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 25: NE/4SW/4
Formation: Consl. Frontier ABCD
<PAGE>
Fontenelle 23-33 0913300001 Township 26 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 33: Lot 7
Formation: Consl. Frontier ABCD
Fontenelle 31-04 0913500001 Township 25 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 4: NW/4NE/4
Formation: Consl. Frontier ABCD
Fontenelle 31-05 0913600001 Township 25 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 4: NW/4NE/4
Formation: Consl. Frontier ABCD
Fontenelle 31-06F 0913700001 Township 25 North, Range 111 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 6: NW/4NE/4
Formation: Consl. Frontier ABCD
Fontenelle 32-10 0913800001 Township 25 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 10: SW/4NE/4
Formation: Consl. Frontier ABCD
Fontenelle 33-04 0914100001 Township 25 North, Range 112 West, 6th P.M. .0148326 .0148326 .0195606 .0161375
Section 4: NW/4SE/4
Formation: Consl. Frontier ABCD
Fontenelle 33-12 0128800001 Township 15 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 12: NW/4SE/4
Formation: Consl. Frontier ABCD
Fontenelle 33-13 0913900001 Township 25 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 13: NW/4SE/4
Formation: Consl. Frontier ABCD
<PAGE>
Fontenelle 33-24 0914000001 Township 26 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 25: NW/4SE/4
Formation: Consl. Frontier ABCD
Fontenelle 34-03 0914000001 Township 15 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 3: SW/4SE/4
Formation: Consl. Frontier ABCD
Fontenelle 34-09 0914500001 Township 25 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 9: SW/4SE/4
Formation: Consl. Frontier ABCD
Fontenelle 34-23 0914200001 Township 26 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 23: SW/4SE/4
Formation: Consl. Frontier ABCD
Fontenelle 34-28 0914300001 Township 26 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 28: Lot 9
Formation: Consl. Frontier ABCD
Fontenelle 41-09 0914900001 Township 25 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 9: NE/4NE/4
Formation: Consl. Frontier ABCD
Fontenelle 41-24 0914600001 Township 26 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 24: Lot 1
Formation: Consl. Frontier ABCD
Fontenelle 41-26 0914800001 Township 26 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 36: Lot 1
Formation: Consl. Frontier ABCD
</TABLE>
<PAGE>
EXHIBIT B-1
Attached to and made a part of that certain Second Amendment to
Conveyance of Production Payment effective as of the 1st day of July,
1993 between Enron Oil & Gas Company ("EOG") as Grantor and Cactus
Hydrocarbon 1992-A Limited Partnership ("Cactus") as Grantee.
<TABLE>
ADDED LEASES
LINCOLN COUNTY, WYOMING
<CAPTION>
ENRON
LEASE NO. LESSOR LEGAL DESCRIPTION DATE RECORDED
<S> <C> <C> <C> <C>
75237-000 ST of WY Township 26 North, Range 112 West, 6th P.M. 2/2/86 Book 236 PR,
86-00117 Section 16: NW/4, NW/4NE/4, S/2NE/4, S1/2 Page 170
</TABLE>
<PAGE>
EXHIBIT B-2
Attached to and made a part of that certain Second Amendment to Conveyance of
Production Payment effective as of the 1st day of July, 1993 between Enron
Oil & Gas Company ("EOG") as Grantor and Cactus Hydrocarbon 1992-A Limited
Partnership ("Cactus") as Grantee.
<TABLE>
ADDED WELLS
LINCOLN COUNTY, WYOMING
<CAPTION>
WELL NAME WELL NUMBER LEGAL DESCRIPTION WI BPO NRI BPO WI APO NRI APO
<S> <C> <C> <C> <C> <C> <C>
Spur Canyon #1 0236940001 Township 26 North, Range 112 West, 100% 75% 100% 75%
6th P.M.
Section 16: NE/4NW/4
West Stead
Canyon #22-16 0240000001 Township 26 North, Range 112 West, 100% 75% 100% 75%
6th P.M.
Section 16: SW/4NE/4
<PAGE>
EXHIBIT C
Attached to and made a part of that certain Second Amendment to
Conveyance of Production Payment effective as of the 1st day of May,
1993 from Enron Oil & Gas Company ("EOG") as Grantor to Cactus
Hydrocarbon 1992-A Limited Partnership ("Cactus") as Grantee.
Document Filing Entity Recording Reference
Conveyance of Production Lincoln County Book 317 PR, Page 312
Payment dated September 25, File No. 755518
1992 from EOG to Cactus October 8, 1992
Sublette County Book 89 O&G, Page 512
File No. 238874
October 2, 1992
BLM October 2, 1992
Wyoming State Land November 20, 1992
Board
First Amendment to Conveyance Lincoln County Book 330 PR, Page 47
of Production Payment dated File No. 765869
effective April 1, 1993 from June 4, 1993
EOG to Cactus
Sublette County Book 92 O&G, Page 341
File No. 241742
May 28, 1993
</TABLE>
<PAGE>
EXHIBIT 10.36(d)
THIRD AMENDMENT
TO
CONVEYANCE OF PRODUCTION PAYMENT
Reference for all purposes is hereby made to that certain
Conveyance of Production Payment (the "Original Conveyance"), dated
September 25, 1992, from ENRON OIL & GAS COMPANY, a Delaware
corporation ("Grantor") to CACTUS HYDROCARBON 1992-A LIMITED
PARTNERSHIP, a Delaware limited partnership, whose address is 1400
Smith Street, P. O. Box 1188, Houston, Texas 77251-1188 ("Grantee"),
pertaining to certain oil and gas leases, wells and related interests
more particularly described therein, which Original Conveyance is
recorded as set forth on Attachment A hereto under the caption
"Original Conveyance."
WHEREAS, the Original Conveyance was amended by that certain First
Amendment to Conveyance of Production Payment (the "First Amendment to
Conveyance") dated effective as of April 1, 1993 from Grantor to
Grantee, recorded as set forth on Attachment A hereto under the
caption "First Amendment to Conveyance;" and
WHEREAS, the Original Conveyance was further amended by that
certain Second Amendment to Conveyance of Production Payment (the
"Second Amendment to Conveyance") dated effective as of July 1, 1993
from Grantor to Grantee, recorded as set forth on Attachment A hereto
under the caption "Second Amendment to Conveyance;" and
WHEREAS, subsequent to the execution, delivery and recordation of
the Original Conveyance, pursuant to the terms of the First Amendment
to Conveyance and the Second Amendment to Conveyance, certain Leases
and Subject Wells as set forth in Parts I and III of Exhibit A to the
Original Conveyance have been deleted therefrom and other Leases and
Subject Wells have been substituted therefor; and
WHEREAS, the Original Conveyance as amended by the First Amendment
to Conveyance and the Second Amendment to Conveyance is referred to
herein as the "Conveyance;" and
WHEREAS, Grantor and Grantee desire to amend the Conveyance as
hereinafter set forth effective as of October 1, 1993 (the "Effective
Date"):
NOW, THEREFORE, for and in consideration of the premises and of the
sum of Ten Dollars ($10.00) and other good and valuable consideration,
cash in hand paid to Grantor by Grantee, Grantor and Grantee do hereby
amend the Conveyance as follows:
<PAGE>
1. Capitalized terms used herein shall have the meanings given to
them in Article II of the Conveyance unless otherwise defined herein.
2. Section 1.03 of the Conveyance is hereby amended by deleting
same and inserting the following in lieu thereof:
Section 1.03 TERMINATION. The Production Payment shall
remain in full force and effect until the later of (a) March 31,
1999, or (b) 7:00 a.m. Central Time on the day following the
date when any Basis Adjustment Amount outstanding as of March
31, 1999, has been reduced to zero (the "Termination Time").
Upon termination of the Production Payment as above provided,
all rights, titles and interests herein conveyed shall
automatically terminate and vest in Grantor and upon request by
Grantor, Grantee shall execute and deliver such instrument or
instruments as may be necessary to evidence the termination of
the Production Payment. In the event any individual Subject
Interest (or portion thereof, as applicable) should expire
(I.E., cease to be in force and effect) before the Termination
Time and not be extended, renewed or replaced, the Production
Payment no longer shall apply to that particular Subject
Interest (or such portion thereof, as applicable), but the
Production Payment shall remain in full force and effect and
undiminished as to all remaining Subject Interests (and the
remainder portion of such Subject Interest, as applicable), and
neither the Subject Quantity nor the amount described in the
initial sentence of this Section 1.03 shall ever be reduced or
diminished by reason of the expiration of a Subject Interest (or
the expiration of a Subject Interest as to such portion thereof,
as applicable).
3. Schedule 1 and Parts I and III to Exhibit A of the Conveyance
are hereby amended by deleting same and substituting Schedule 1 and
Parts I and III to Exhibit A attached hereto in lieu thereof.
Schedule 1 and Parts I and III to Exhibit A attached hereto are made a
part of the Conveyance and supersede Schedule 1 and Parts I and III to
Exhibit A attached to the Conveyance.
4. Grantor hereby grants, conveys and delivers unto Grantee, its
successors and assigns, the Production Payment described in the
Conveyance as hereby amended in accordance with the terms and
provisions of the Conveyance as hereby amended.
5. Except as expressly amended hereby, the Conveyance shall remain
in full force and effect as heretofore entered into and amended.
Grantor and Grantee ratify and confirm the Conveyance as hereby
amended.
-2-
<PAGE>
EXECUTED in multiple originals this 29th day of October, 1993, but
effective as of the Effective Date.
GRANTOR:
ATTEST: ENRON OIL & GAS COMPANY
By: By:
Name: D. M. Ulak Name: Andrew N. Hoyle
Title: Assistant Secretary Title: Vice President
GRANTEE:
CACTUS HYDROCARBON 1992-A
LIMITED PARTNERSHIP
By: Enron Big Piney Corp., its
General Partner
ATTEST:
By: By:
Name: Elaine Overturf Name: Jere C. Overdyke, Jr.
Title: Deputy Corporate Secretary Title: Vice President
-3-
<PAGE>
ATTACHMENTS, EXHIBITS AND SCHEDULES:
Attachment A - Recordation Schedule - Original
Conveyance; First Amendment to
Conveyance; Second Amendment to
Conveyance
Part I to Exhibit A - Subject Interests
Part III to Exhibit A - Subject Wells
Schedule 1 - Scheduled Amounts of Production Payment
Hydrocarbons
-4-
<PAGE>
STATE OF TEXAS
COUNTY OF HARRIS
The foregoing instrument was acknowledged before me by
_____________________, as _____________________ of ENRON OIL & GAS
COMPANY, a Delaware corporation, on behalf of such corporation this
_____ day of _____________________, 1993.
Witness my hand and official seal.
NOTARY PUBLIC, IN AND FOR
THE STATE OF TEXAS
Printed Name of Notary:
My Commission Expires:
STATE OF TEXAS
COUNTY OF HARRIS
The foregoing instrument was acknowledged before me by
______________________, as __________________ of Enron Big Piney
Corp., a Delaware corporation, as General Partner on behalf of CACTUS
HYDROCARBON 1992-A LIMITED PARTNERSHIP, a Delaware limited
partnership, this _____ day of ____________________, 1993.
Witness my hand and official seal.
NOTARY PUBLIC, IN AND FOR
THE STATE OF TEXAS
Printed Name of Notary:
My Commission Expires:
-5-
<PAGE>
ATTACHMENT A
Attached to and made a part of that certain Third Amendment to
Conveyance of Production Payment
DOCUMENT FILING ENTITY RECORDING REFERENCE
Original Conveyance County Clerk Book 317 PR, Page
Lincoln County 312
File No. 755518
October 8, 1992
County Clerk Book 89 O&G, Page
Sublette County 512
File No. 238874
October 2, 1992
Bureau of Land October 2, 1992
Management
Wyoming State November 20, 1992
Land Board
First Amendment to County Clerk Book 330 PR, Page 47
Conveyance Lincoln County File No. 765869
June 4, 1993
County Clerk Book 92 O&G, Page
Sublette County 341
File No. 241742
May 28, 1993
Bureau of Land
Management
Wyoming State
Land Board
DOCUMENT FILING ENTITY RECORDING REFERENCE
Second Amendment to County Clerk Book 336 PR, Page
Conveyance Lincoln County 707
File No. 772470
October 4, 1993
Bureau of Land
Management
Wyoming State
Land Board
<PAGE>
<TABLE>
Part I to Exhibit A
(Conveyance)
<CAPTION>
LEASE LEASE
NUMBER LESSOR DATE RECORDING ST COUNTY
<S> <C> <C> <C> <C> <C>
50001-00 ENGER K CHRISMAN, ET AL 04/28/1950 BK 2 PG 623 WY SUBLETTE
T029N R113W SEC-0010 E2SE4
T029N R113W SEC-0011 W/2SW
50003-00 ENGER K CHRISMAN, ET AL 07/01/1954 BK 10 PG 398 WY SUBLETTE
T029N R112W SEC-0018 LOTS 1, 2, E2NW
T029N R113W SEC-0011 E2SW, SE
T029N R113W SEC-0012 S2SE, NWSW, S2SW
T029N R113W SEC-0013 SESW, SENE, SE, NWNW, NWNE, NENE, NENW
T029N R113W SEC-0014 N2NE, NENW
T029N R113W SEC-0024 N2NE
50005-01 CHAS. P BUDD 11/24/1942 BK 1 PG 371 WY SUBLETTE
T029N R113W SEC-0010 N2NE, SWNE
50005-02 THE FRANCES MARGARET GUIO 12/15/1987 BK 81 PG 327 WY SUBLETTE
JUNE 16, 1982 FAMILY TRUST
T029N R113W SEC-0010 NENE, SENW, SWNE, AS TO ALL DEPTHS BELOW 2,500 FT.
50008-01 PATRICK J QUEALY, ADMIN. 08/15/1957 BK 18 PG 136 WY SUBLETTE
T027N R113W SEC-0028
50008-02 JOSEPH A MINTON ET UX 08/15/1957 BK 18 PG 140 WY SUBLETTE
T027N R113W SEC-0028 SWNE, S2NW
50011-00 USA EV 021983 08/01/1944 BK 31 PG 200 WY SUBLETTE
T029N R113W SEC-0014 NWNW
50013-01 SELMER G LARSON 06/11/1957 BK 17 PG 2 WY SUBLETTE
T027N R113W SEC-0028 NWSE, N2SW, SWSW
50013-02 JOSEPH A MINTON ET UX 08/15/1957 BK 18 PG 144 WY SUBLETTE
T027N R113W SEC-0028 NWSE, N2SW, SWSW
50018-00 WILLIAM J. MCGINNIS, ET UX 10/05/1946 BK 2 PG 109 WY SUBLETTE
T026N R113W SEC-0023 N2SE (PART OF TR 45)
T028N R113W SEC-0024 N2/SW (PART OF TR 45), S2NE, S2NW, (AKA TR 47)
50019-00 USA EV-021741 09/01/1946 BK 88 PG 783 WY SUBLETTE
<PAGE>
T026N R113W SEC-0004 LOTS 1(39.30), 2(38.74), 3(38.18), 4(37.62), 5(40),
6(40), 7(40), 8(40), 9(40), 10(40), 11(40), 12(40),
SE, NWSW
T027N R113W SEC-0028 SESW, SWSE
T027N R113W SEC-0029 SENE
T027N R113W SEC-0032 W2SE, N2NE, SWNE
T027N R113W SEC-0033 NWNE, S2NE, SE, NW
50020-00 USA EV-021743 03/01/1947 BK 86 PG 313 WY SUBLETTE
T027N R113W SEC-0033 N2SW
50022-01 MATILDA BERTAGNOLLI, ET VIR 10/26/1956 BK 16 PG 150 WY SUBLETTE
T027N R114W SEC-0001 LOTS 1, 2, 3, 4, S2N2
50022-02 THOMAS S HARROWER, ET UX 09/06/1957 BK 18 PG 2 WY SUBLETTE
T027N R114W SEC-0001 LOTS 1, 2, 3, 4, S2N2
50027-00 USA W-04226 01/01/1951 BK 89 PG 154 WY SUBLETTE
T030N R113W SEC-0028 SWNW, N2SW, E2NW, S2SW
50028-00 USA 2-0136178 05/01/1951 BK 84 PG 621 WY SUBLETTE
T030N R113N SEC-0021 S2
50047-00 USA EV-023313-A 02/01/1948 BK314 PG 227 WY LINCOLN
T026N R112W SEC-0012 W2E2, LOTS 3,4
T026N R112W SEC-0013 NW, SW
50048-00 USA EV-023313-B 02/01/1948 BK288 PG 640 WY LINCOLN
T026N R112W SEC-0012 W2
T026N R112W SEC-0013 LOT 3, W2NE, LOT 4, W2SE
50049-00 ST WY 0-2265 03/02/1944 BK314 PG 49 WY LINCOLN
T026N R112W SEC-0016 NENE
50050-00 USA EV-025550 01/01/1948 BK 89 PG 98 WY SUBLETTE
T027N R112W SEC-0027 W2
50051-00 USA EV-022929 09/01/1947 BK 15 PG 206 WY SUBLETTE
T027N R112W SEC-0034 NENE, NENE, SE, S2NE, W2
T027N R112W SEC-0035
<PAGE>
50052-00 USA EV-026056 12/01/1949 BK 9 PG 128 WY LINCOLN
T026N R112W SEC-0011 NE, NENW, N2SW, SE, SESW, SWSW, S2NW
T026N R112W SEC-0014 E2, E2NW, SW, W2NW
50053-00 USA EV-022930-A 09/01/1947 BK 8 PG 484 WY LINCOLN
T026N R112W SEC-0010 SENE, SENW, SWNE, N2NE, N2NW, SWNW, SW4, N2SE, S2SE
T026N R112W SEC-0015 NWNW, NENW, SENW, SWNW, SW, N2N3, S2NE, SE
50054-00 USA EV-022932 09/01/1947 BK 9 OG 66 WY SUBLETTE
T026N R112W SEC-0002 NESE, NWSE, SENE, SW, SWNE, S2NW, S2SE,
LOTS 1, 2, 3, 4
T026N R112W SEC-0003 S2, S2N2, LOTS 1, 2, 3, 4
T026N R112W SEC-0004 SE
T026N R112W SEC-0009 N2, N2SE, SESE, SW, SWSE
T026N R112W SEC-0011 NWNW
50088-00 USA W-92217 12/01/1948 BK 85 PG 599 WY SUBLETTE
T028N R112W SEC-0017 N2NW, SESW
T028N R112W SEC-0018 NE, LOTS 1, 2, 3, E2NW, NESW
T028N R112W SEC-0019 SWNE, E2SW, W2SE, E2NE, E2SE
T028N R112W SEC-0020 W2SW. MW. E2SW
50094-00 USA EV-022261 09/01/1946 BK 90 PG 107 WY SUBLETTE
T026N R113W SEC-0019 SE, SWNE, SENE, LOT 5, NWNE
T028N R113W SEC-0031 E2NE
T028N R113W SEC-0032 LOT 1, N2NW, SWNW
50101-00 USA EV-025991 04/01/1952 BK 89 PG 82 WY SUBLETTE
T029N R113W SEC-0034 ALL
50113-00 MYRON EDGAR MILLS ET UX 05/20/1953 BK 5 PG 107 WY SUBLETTE
T028N R113W SEC-0022 SESE
T028N R113W SEC-0023 E/2SW, SWSW, SAID LANDS BEING NOW RESURVEYED
INTO AND AS TRACT 44
50131-00 USA W-48904 01/01/1940 BK 89 PG 76 WY SUBLETTE
T027N R113W SEC-0005 LOT 1 (NENE - 39.78 AC), SENE
T028N R113W SEC-0032 W2N2
<PAGE>
T028N R113W SEC-0032 LOT 6 (SESE- 47.69) E2NE, NESE
T028N R113W SEC-0033 SWNW
50133-00 USA EV-010270-B 10/16/1939 BK 89 PS 112 WY SUBLETTE
T027N R113W SEC-0021 N2N2
50134-00 USA W-0256493 06/01/1947 BK 88 PG 789 WY SUBLETTE
T028N R113W SEC-0033 LOTS 3, 4, NE, N2SE
T028N R113W SEC-0034 LOT 1, W2NW, NWSW
50135-00 USA W-0256 03/01/1950 BK 89 PG 132 WY SUBLETTE
T027N R113W SEC-0009 W2NE
50136-00 USA EV-026191 03/01/1950 BK 89 PG 132 WY SUBLETTE
T027N R113W SEC-0004 SESW. SWSE
50137-00 USA W-048780 07/01/1947 BK 89 PG 89 WY SUBLETTE
T027N R113W SEC-0004 LOTS 2, 3, SWNE
50138-00 USA EV-022209 06/01/1947 BK 88 PG 789 WY SUBLETTE
T028N R113W SEC-0033 LOTS 1, 2 N2SW
50139-00 USA W-9653 03/10/1950 BK 89 PG 132 WY SUBLETTE
T027N R113W SEC-0004 LOT 4, S2NW, N2SW, NWSE
50140-00 ST WY 0-847 09/16/1936 BK PG WY SUBLETTE
T027N R113W SEC-0016 ALL
50141-00 USA EV-09561-A 06/20/1932 BK 89 PG 65 WY SUBLETTE
T027N R113W SEC-0017 NE, E2NW, SE, NESW
T027N R113W SEC-0020 NENE, NWNE, S2NE
50142-00 USA EV-021978 01/01/1940 BK 2 PG 173 WY SUBLETTE
T027N R113W SEC-0004 SWSW
T027N R113W SEC-0009 NW, E2SW, W2SE
50143-00 USA EV-07555 01/01/1940 BK 89 PG 70 WY SUBLETTE
T027N R113W SEC-00094 W2SW
50144-00 USA EV-07671-A 12/29/1939 BK 89 PG 125 WY SUBLETTE
T027N R113W SEC-0008 SE
<PAGE>
50145-00 USA EV-07671-B 12/29/1939 BK 89 PG 125 WY SUBLETTE
T027N R113W SEC-0008 N2, N2SW, S2SW
50147-00 USA W-48907 01/01/1940 BK 89 PG 76 WY SUBLETTE
T027N R113W SEC-0005 N2SE, SWNE, LOTS 2, 3, 4, S2NW, N2SW, S2S2
T028N R113W SEC-0033 SENW
50149-00 USA W-0125385 12/01/1948 BK 85 PG 599 WY SUBLETTE
T028N R112W SEC-0019 LOTS 3, 4
50150-00 USA W-0125387 01/01/1950 BK 85 PG 605 WY SUBLETTE
T028N R112W SEC-0030 LOT 1
50151-00 USA W-0125388 06/01/1948 BK 85 PG 621 WY SUBLETTE
T028N R113W SEC-0023 NENW, NWNE, LOTS 1, 2, 3, NENE
T028N R113W SEC-0024 LOTS 3 (48 AC) LOT 4 (48.77 AC)
50152-00 USA EV-022756 09/01/1946 BK 89 PG 17 WY SUBLETTE
T028N R113W SEC-0014 S2NW, SW, N2NW
50153-00 USA EV-023554 01/01/1948 BK 89 PG 19 WY SUBLETTE
T028N R113W SEC-0026 SESW, S2SE, LOT 1, SENW, NESW, N2SE, NE
50154-00 USA EV-024756 06/01/1948 BK 67 PG 70 WY SUBLETTE
T028N R113W SEC-0023 LOTS 5, 6, 7
T028N R113W SEC-0024 LOTS 5, 6, 7, 7, 8, TRACT 46 A&B
T028N R113W SEC-0025 LOTS 1, 2, 3, 4, W2E2, E2W2, SWSW, W2N2, NWSW
50155-00 USA EV-024792 07/01/1948 BK 85 PG 614 WY SUBLETTE
T028N R113W SEC-0034 LOT 2
50156-00 USA W-02985 06/01/1948 BK 89 PG 3 WY SUBLETTE
T028N R113W SEC-0035 LTS 1, 2, 3, 4, 5, 6, 7, W2NE, N2NW, SWNW, N2SW,
NWSE
50157-00 USA W-02985-A 06/01/1948 BK 89 PG 3 WY SUBLETTE
T028N R113W SEC-0034 SENW
50158-00 USA W-046892 02/01/1957 BK 85 PG 582 WY SUBLETTE
T028N R113W SEC-0034 E2N2, SWNE, N2SE, LOTS 3 & 4
50159-00 USA W-05283 02/01/1951 BK 31 PG 229 WY SUBLETTE
T028N R113W SEC-0004 LOTS 5, 6, S2N2, N2SE, SESE, SWSE
<PAGE>
50160-00 USA W-08056 09/01/1951 BK 32 PG 63 WY SUBLETTE
T028N R113W SEC-0034 E2NW, NESE, NWNE
50161-00 USA W-10675 09/01/1950 BK 31 PG 274 WY SUBLETTE
T029N R113W SEC-0035 W2SW, SESW, NESW
50162-00 USA W-10677 05/01/1950 BK 31 PG 266 WY SUBLETTE
T029N R113W SEC-0026 NESE, SENW, SESE, S2NE
T029N R113W SEC-0027 NESE, SENW, SESE, S2NE
50163-00 USA W-10679 08/01/1951 BK 69 PG 587 WY SUBLETTE
T028N R113W SEC-0003 S2/SW
50164-00 STATE OF WYOMING 0-11142 05/16/1951 BK 19 PG 243 WY SUBLETTE
T028N R113W SEC-0005 E2SW, SE, NW (PART OF RESURVEY TRACT 54)
50165-00 ST WY 020810 06/16/1956 BK 85 PG 669 WY SUBLETTE
T028N R113W SEC-0036 W2SW
50166-00 USA W-06861 07/01/1951 BK 85 PG 40 WY SUBLETTE
T028N R113W SEC-0015 SENE, N2NE
50167-00 USA W-014074 06/01/1952 BK 89 PG 96 WY SUBLETTE
T029N R113W SEC-0035 N2NW, SENW, SWNW
50169-00 USA W-0125384 05/01/1948 BK 31 PG 242 WY SUBLETTE
T028N R113W SEC-0011 E2
T028N R113W SEC-0013 SW
T028N R113W SEC-0014 SWNE, W2SE, N2NE, SENE, E2SE
50170-00 USA W-10681 02/01/1950 BK 31 PG 206 WY SUBLETTE
T029N R113W SEC-0022 E2NE, NESE, NWSE, S2SE, W2NE
T029N R113W SEC-0026 NWNW
T029N R113W SEC-0027 N2NE
50171-00 USA W-10682 02/01/1950 BK 31 PG 206 WY SUBLETTE
T029N R113W SEC-0022 NW, N2SW, S2SW
T029N R113W SEC-0024 E2SE, NENW, NWNW, NWSE, SENW, SW, SWMW, SWSE, S2NE
T029N R113W SEC-0025 NENW
T029N R113W SEC-0027 NENW
<PAGE>
50172-00 CHARLES P NOBLE ET UX 02/03/1954 BK 7 PG 360 WY SUBLETTE
T029N R113W SEC-0011 E2NW, NE
T029N R113W SEC-0012 W2NW
50173-00 USA EV-024549-A 07/01/1951 BK 22 PG 137 WY LINCOLN
T026N R112W SEC-0005 THAT PORTION OF THE GREEN RIVER RIPARIAN TO LOTS 4,
5, 6, 7, 10, 11 AND 13
T026N R112W SEC-0008 THAT PORTION OF THE GREEN REIVER RIPARIAN TO LOTS 1,
2, 4, 5, 6, 7 AND 11
50174-00 USA W-20951 09/01/1947 BK9PR PG 66 WY LINCOLN
T026N R112W SEC-0004 LOTS 1, 2, 3, 4, S2N2, SW4
50175-00 USA EV-022929-A 09/01/1952 BK9PR PG 206 WY SUBLETTE
T027N R112W SEC-0033 NW4
50176-00 USA W-022931 11/01/1947 BK24PR PG 253 WY LINCOLN
T026N R112W SEC-0005 LOTS 4 (17.01), 7 (7.50), 10 (25.29), 11 (42.73),
13 (23.59) AND SWSE
T026N R112W SEC-0008 LOT 1 (12.18), 2, (19.72), 4 (32.67), 5 (20.41),
6 (18.10), AND W2NE
LOT 7 (43.63), 11 (30.54)
BK 15 PG 193 WY SUBLETTE
T027N R112W SEC-0029 LOTS 2 (35.76), 3 (16.18), 4 (45.23), 5 (6.90), 8
(6.23), 9 (37.63), 10 (1.67), 11 (22.05), 12 (23.76)
50177-00 USA EV-022931-A 11/01/1947 BK 24PR PG 253 WY LINCOLN
T026N R112W SEC-0005 LOT 1 (36.87), SENE, E2SE
T026N R112W SEC-0008 E2NE, E2SE
BK 15 PG 193 WY SUBLETTE
T027N R112W SEC-0028 ALL
T027N R112W SEC-0029 E2SE
T027N R112W SEC-0032 SENE, E2SE, NENE
50178-00 USA EV-022935 10/01/1947 BK 43 PG 242 WY LINCOLN
T026N R112W SEC-0005 LOTS 5 AND 6
50180-00 USA EV-023229-A 07/01/1947 BK 89 PG 52 WY SUBLETTE
T027N R112W SEC-0021 LOTS 9, 10, 11, SWSW
<PAGE>
50181-00 USA W-20950 09/01/1947 BK 15 PG 206 WY SUBLETTE
T027N R112W SEC-0033 SE, NE4
T026N R112W SEC-0008 E2NE, E2SE
50182-00 USA W-039163 09/01/1947 BK 15 PG 206 WY SUBLETTE
T027N R112W SEC-0029 THAT PORTION OF THE GREEN RIVER THAT IS RIPARIAN TO
LOTS 2, 3, 4, 5, 8, 9, 10, 11, 12
50183-01 KENNETH BARLETT, GUARDIAN 10/29/1958 BK 22 PG 349 WY SUBLETTE
T027N R112W SEC-0029 S2NE, LOT 1 & LOT 6
50183-02 ATHOL L STOTTS, ET UX 01/23/1956 BK 15 PG 79 WY SUBLETTE
T027N R112W SEC-0029 S2NE, LOT 1 & LOT 6
50183-03 MARY MAXINE DELANEY, ET AL 01/23/1956 BK 15 PG 231 WY SUBLETTE
T027N R112W SEC-0029 S2N2, LOT 1 & LOT 6
50183-04 FLORENCE VICKREY, ET AL 01/23/1956 BK 15 PG 295 WY SUBLETTE
T027N R112W SEC-0029 S2N2, LOT 1 & LOT 6
50184-01 SELMER G LARSON, RECEIVER 06/21/1956 BK 18 PG 216 WY LINCOLN
T026N R112W SEC-0008 LOTS 8 (16.37), 9 (28.05), 10 (41.40), SWSW
50184-02 WILLIAM J MCGINNIS 06/21/1956 BK 18 PG 214 WY LINCOLN
T026N R112W SEC-0008 LOTS 8, 9, 10, SW4SW4, BED OF GREEN RIVER RIPARIAN
TO LOTS 8, 9, & 10
50185-00 BENEFICIAL OIL CO. 09/16/1959 BK 24 PG 537 WY SUBLETTE
T027N R112W SEC-0017 N2NE, SENE, NENW
T027N R112W SEC-0020 LOTS 1, 2 & 5, NENE, NWSE
T027N R112W SEC-0021 LOTS 2 (16.93), 3 (39.25), 4 (11.04), 5 (15.73),
6 (20.24), NWNW
50186-00 M F WHELAN LIVESTOCK COMPANY 01/25/1954 BK 9 PG 63 WY SUBLETTE
T027N R112W SEC-0029 INSOFAR AS LSE COVERS: LOT 7 (NW/4SE/4)
T027N R112W SEC-0032 INSOFAR AS LSE COVERS: NWNE, INCLUDING RIPARIAN
RIGHTS IN THE GREEN RIVER
50187-00 USA W-06206 05/01/1951 BK 84 PG 621 WY SUBLETTE
T030N R113W SEC-0009 E2
T030N R113W SEC-0015 N2NW, NWNE, S2N2, NENE, N2S2, SESW, S2SE
50198-00 USA W-10678 10/01/1950 BK 31 PG 213 WY SUBLETTE
<PAGE>
T029N R113W SEC-0025 S/2NE, N/2SE, SESE
50213-00 USA W-23002 03/01/1970 BK 58 PG 661 WY SUBLETTE
T030N R113W SEC-0008 SESW, NESW, SWSW
T030N R113W SEC-0017 NW, SW
50269-00 USA W-0322521 03/01/1966 BK 294 PG 638 WY LINCOLN
T026N R113W SEC-0009 SESW
50270-00 ST WY 63-11625 08/02/1963 BK 204 PG 257 WY LINCOLN
T026N R113W SEC-0016 ALL
50272-00 USA W-09156B 06/01/1948 BK 17 PG 283 WY LINCOLN
T026N R113W SEC-0008 NE, N2SE, SESE, E2NW
T026N R113W SEC-0009 W2W2M E2NW, NESW
50274-00 USA W-020123-A 04/01/1953 BK 21 PG 509 WY SUBLETTE
T027N R112W SEC-0004 SWSW
T027N R112W SEC-0005 SESE, LOT 4, S2NW, SW, N2SE, W2SE
T027N R112W SEC-0009 SWSW
T027N R112W SEC-0017 SE, SWNE
T027N R112W SEC-0029 W2NE
50275-00 USA W-025407A 05/01/1954 BK 34 PG 635 WY SUBLETTE
T027N R112W SEC-0031 LOTS 1, 2, 5, 6, 7, 8, 11, 12, E2NWNE, W2NWNE
T030N R113W SEC-0017 NW, SW
50276-00 USA W-020123 04/01/1953 BK 21 PG 509 WY SUBLETTE
T027N R112W SEC-0006 ALL
T027N R112W SEC-0008 W2NW, SENW, SW
T027N R112W SEC-0020 LOT 6, NW, N2SW, SWSW
50277-00 USA EV-023313 02/01/1948 BK 286 PG 640 WY LINCOLN
T026N R112W SEC-0006 SWNE
50278-00 USA EV-023313 02/01/1948 BK K286 PG 640 WY LINCOLN
T026N R112W SEC-0006 SESW, NESW, SWSW
<PAGE>
50279-00 USA W-024793 02/01/1954 BK 30 PG 138 WY LINCOLN
T026N R113W SEC-0014 SENW, SW
T026N R113W SEC-0022 NENE, SENE, SENW, SWNE
T026N R113W SEC-0023 N2NW, LOTS 1, 2, 3, 4
50280-00 USA W-022407 05/01/1954 BK 150 PG 334 WY SUBLETTE
T027N R112W SEC-0006 LOTS 3, 4, 7, 8, NENE, W2NE, NWSE, N2SWSE, SESWSE,
SWSWSE
50281-00 USA W-025410 05/01/1954 BK 22 PG 22 WY SUBLETTE
T027N R112W SEC-0030 LOTS 1, 2, 5, 6, E2W2
BK 30 PG 490 WY LINCOLN
T027N R112W SEC-0002 LOT 1
50282-00 USA W-025410-A 05/01/1954 BK 22 PG 22 WY SUBLETTE
T027N R112W SEC-0031 LOTS 3, 4, 7, 9, NWNENW, W2SE, S2SWNE, NESWNE
LOT 10, E2NENW, SWNENW, SENW, NWSWNE, E2SW
50283-00 USA EV-025440 03/01/1950 BK 22 PG 32 WY SUBLETTE
T027N R112W SEC-0007 NE, W2SE, E2SE
T027N R112W SEC-0018 S2NE, SE, N2NE
50284-00 USA EV-025440-A 03/01/1955 BK 22 PG 32 WY SUBLETTE
T027N R112W SEC-0019 E2
50285-00 USA W-033951 07/01/1955 BK 296 PG 257 WY SUBLETTE
T026N R113W SEC-0010 S2NE
50286-00 USA W-036054 04/01/1956 BK 21 PG 292 WY SUBLETTE
T027N R113W SEC-0027 NWNE
50287-00 USA W-038682 09/01/1956 BK 288 PG 52 WY LINCOLN
T026N R113W SEC-0002 LOTS 2, 3, 5, 6, 12
BK 70 PG 151 WY SUBLETTE
T027N R113W SEC-0035 W/2
50288-00 USA W-03682-A 09/01/1956 BK 88 PG 52 WY LINCOLN
T026N R113W SEC-0014 LOTS 3, 4
<PAGE>
50290-00 USA W-047412 09/01/1958 BK 88 PG 123 WY SUBLETTE
T027N R112W SEC-0009 LOT 1
50291-00 USA W-0499597412 06/01/1957 BK 23 PG 512 WY LINCOLN
T026N R112W SEC-0006 THAT PORTION OF THE BED OF GREEN RIVER RIPARIAN TO
LOT 7
50292-00 USA W-050961 09/01/1957 BK 24 PG 335 WY LINCOLN
TO26N R112W SEC-0006 LANDS COVERING ALL OF THE BED OF THE GREEN RIVER
LYING IN LOT 6 BETWEEN THE MEAN HIGH WATER MARKS
THEREOF, EXCEPTING THAT PORTION OF THE SAID
RIVER BED WHICH LIES RIPARIAN TO LOT 7 OF SEC 6. SAID
LANDS BEING ONLY THAT PORTION OF THE BED OF THE
GREEN RIVER APPURTENANT TO LOT 6.
50293-00 USA W-052064 02/01/1948 BK249 PG 232 WY LINCOLN
T026N R112W SEC-0007 LOT 5
T026N R112W SEC-0018 LOT 1, 2, 3,
PAGE 12
50294-00 USA W-052065 02/01/1948 BK249 PG 232 WY LINCOLN
T026N R112W SEC-0006 LOT 1, 2, 3, 4, 5, 6, 7, 9
50295-00 USA W-05751 06/01/1951 BK 22 PG 39 WY SUBLETTE
T027N R112W SEC-0007 LOTS 1, 2, 3, 4, E2W2
T027N R112W SEC-0018 LOT 1, 2, E2NW, LOTS 3, 4, E2SW
50296-00 USA W-05751-A 06/01/1951 BK 22 PG 39 WY SUBLETTE
T027N R112W SEC-0019 LOT 1, 2, 3, 4, E2W2
50297-00 USA W-059584 03/01/1956 BK 18 PG 217 WY SUBLETTE
T027N R112W SEC-0030 THAT PORTION OF THE BED OF THE GREEN RIVER THAT IS
RIPARIAN TO LOTS 2, 4, 7, 8
50298-00 USA W-059584 03/01/1956 BK 18 PG 217 WY SUBLETTE
T027N R112W SEC-0031 THAT PORTION OF THE BED OF THE GREEN RIVER THAT IS
RIPARIAN TO LOTS 1, 2, 5, 6, 7, 8 11, 12
50299-00 USA W-059585 07/01/1947 BK 85 PG 49 WY SUBLETTE
T027N R112W SEC-0009 LOTS 2 (6.59), 3 (10.11)
T027N R112W SEC-0020 LOTS 3, (4.94), 4 (20.40)
50300-00 USA W-066369 07/01/1988 BK305 PG 26 WY LINCOLN
T026N R113W SEC-0015 S/2
50301-00 USA W-066370 10/11/1958 BK305 PG 30 WY LINCOLN
<PAGE>
T026N R112W SEC-0022 N2NW, NWNE, SWNW, NWSW
50302-00 USA EV-07798-E 09/01/1954 BK 30 PG 22 WY LINCOLN
T026N R113W SEC-0002 LOT 4 (41.5)
T026N R113W SEC-0010 SE
T026N R113W SEC-0011 N2NW, SENW, SW, W2NE, W2SE, LOTS 1, 2, 3, 4
T026N R113W SEC-0014 N2NW, SWNW, W2NE, W2SE, LOTS 1, 2
T026N R113W SEC-0015 N2N2
50303-00 USA EV-08051-B 04/01/1958 BK 86 PG 278 WY SUBLETTE
T027N R113W SEC-0027 E2NE, E2SWNE
50304-00 ST WY 0-11135 05/16/1951 BK 22 PG 430 WY LINCOLN
T026N R113W SEC-0013 ALL (RES PT LOT 37)
50305-00 ST WY 0-1137 05/16/1951 BK 22 PG 433 WY LINCOLN
T026N R113W SEC-0024 S2N2 (RES LOT 39)
50306-00 ST WY 0-11141E 05/16/1951 BK 21 PG 272 WY SUBLETTE
T027N R113W SEC-0036 ALL
50307-00 ANDERSON L MCGINNIS, ET UX 12/26/1956 BK 16 PG 336 WY SUBLETTE
T027N R112W SEC-0003 PARTS OF LOTS 3 & 4 DESCRIBED AS FOLLOWS: COMMENCING
AT A POINT ON THE EAST LINE OF SAID LOT 3, 325'
SOUTH OF THE OLD PARTITION FENCE, THENCE ALONG SAID
FENCE 89 DEGREES WEST TO THE WEST BOUNDARY OF SAID
LOT 4, THENCE SOUTH TO THE SW CORNER OF SAID LOT 4,
THENCE EAST TO THE SE CORNER OF SAID LOT 3, THENCE
NORTH TO THE PLACE OF BEGINNING.
THAT PART OF LOT 5 DESCRIBED AS FOLLOWS: COMMENCING
AT A POINT 1635' SOUTH OF THE QUARTER SECTION CORNER
ON THE NORTH LINE OF SAID SECTION AND RUNNING THENCE
EAST ALONG THE MCGINNIS MICKELSON PARTITION FENCE TO
THE GREEN RIVER, THENCE IN A SOUTHEASTERLY DIRECTION
ALONG GREEN RIVER TO THE EAST AND WEST QUARTER
SECTION LINE IN SAID SECTION 3, THENCE WESTERLY
ALONG SAID EAST AND WEST QUARTER SECTION LINE TO THE
CENTER OF SAID SECTION 3, THENCE NORTH TO THE PLACE
OF BEGINNING.
E2SW, NWSW, SWSW, S2NW, LOTS 8 & 9
T027N R112W SEC-0004 SE, SESW, S2NE, LOT 1
T027N R112W SEC-0008 E2NE
T027N R112W SEC-0009 NW, N2NE, N2SW, SESW, SWNE, S2SE, LOTS 1, 4, 5
<PAGE>
T027N R1112W SEC-0010 LOTS 2, 3, 7
50308-00 ST WY 0-11134 05/16/1951 BK 22 PG 439 WY LINCOLN
T026N R113W SEC-0012 ALL
50309-01 SELMER G LARSON 01/08/1957 BK 20 PG 434 WY LINCOLN
T026N R112W SEC-0007 SWSE, SESW, E2SE4
T026N R112W SEC-0017 LOTS 2, 3, 4, W2, SE
T026N R112W SEC-0018 LOT 4, E2W2, E2
T026N R112W SEC-0018 LOT 4, E2W2, E2
T026N R112W SEC-0019 LOTS 1, 2, 3, E2NW, NESW, NE4, N2SE4
T026N R112W SEC-0020 N2, N2S2
T026N R112W SEC-0021 W2NW, NWSW
50309-02 NEWT SIMS LARSON 12/15/1956 BK 20 PG 234 WY LINCOLN
T026N R112W SEC-0017 S2S2
T026N R112W SEC-0018 PART SESE E OF HWY 189
T026N R112W SEC-0019 PART E2NE, NESE E HWY 189
T026N R112W SEC-0020 N2, N2S2
T026N R112W SEC-0021 W2NW, NWSW, LOTS 2, 3, 6
50309-03 WILLIAM J MCGINNIS ET UX 11/13/1956 BK 19 PG 394 WY LINCOLN
T026N R112W SEC-0007 SWSE, SESW, E2SE4
T026N R112W SEC-0017 LOTS 2, 3, 4, N2SE, NW, N2SW
T026N R112W SEC-0018 W2NE, E2NW, NESW, SESW, LOT 4, SWSE, NE4, N2SE
T026N R112W SEC-0019 LOTS 1, 2, 3, E2NW, W2NE, NESW, NWSE, ALSO ALL THAT
PART OF THE SE4SE4
SEC 18; E2NE4, NE4SE4, SEC. 19 LYING WEST OF STATE
HWY 287, CENTER LOCATION OF SAID HWY BEING LOCATED
IN SAID SE4SE4, SECTION 18 AND E2NE4, NE4SE4, SEC.
19 AS FOLLOWS: 958 FEET WEST OF NE CORNER OF SE4SE5,
SEC. 18; 701 FEET WEST OF NE CORNER, SEC. 19; 554
FEET WEST OF EAST SECTION LINE ALONG THE HALF
SECTION LINE OF SEC. 19; AND 177 FEET WEST OF SE
CORNER OF SEC. 19, CONTAINING 1,375.10 ACRES, MORE
OR LESS.
50310-00 ST WY 0-11216B 05/16/1951 BK 3 PG 468 WY SUBLETTE
T027N R112W SEC-0016 W2
50311-00 USA W-048781 06/01/1956 BK 24 PG 339 WY SUBLETTE
T0276N R113W SEC-0035 E/2
<PAGE>
50312-00 ST WY 0-11136 05/16/1951 BK 22 PG 436 WY LINCOLN
T026N R112W SEC-0024 N2N2 (RES LOT 38)
NWSW (RES LOT 40)
50318-00 GEORGE E YEAMAN ET UX 11/29/1956 BK 20 PG 248 WY LINCOLN
T026N R112W SEC-0007 W2NE, NENE, LOT 3
T026N R112W SEC-0008 LOT 3, EXCEPT HWY TRACT
50319-00 WINSTON H ALLEMAN ET UX 02/26/1959 BK 32 PG 445 WY LINCOLN
T026N R112W SEC-0005 LOT 12
T026N R112W SEC-0006 THE FOLLOWING PARCELS SHOWN AND DESCRIBED ON LINCOLN
COUNTY METES AND BOUNDS PLAT NO. 1 FOR SW4SE4 AND
NW4SE4 SECTION 6-26-112 LINCOLN COUNT LOT 2: ALL
LINCOLN COUNTY LOT 3: ALL
LINCOLN COUNTY LOT 8: ALL, EXCEPT FOR THE FOLLOWING
DESCRIBED PARCELS: BEGINNING AT THE SOUTH WEST
CORNER OF THE SOUTH WEST QUARTER OF THE SOUTH EAST
QUARTER (SW4SE4) OF SECTION SIX THENCE EAST ON THE
SECTION LINE BETWEEN SAID SECTIONS SIX (6) AND
SEVEN(7), TOWNSHIP TWENTY-SIX NORTH, RANGE ONE
HUNDRED TWELVE WEST OF THE 6TH P.M. IN WYOMING, A
DISTANCE OF 1043.35 FEET; THENCE NORTH A DISTANCE OF
835 FEET; THENCE WEST A DISTANCE OF 1043.35 FEET;
THENCE SOUTH ON THE MID-SECTION LINE OF SAID SECTION
SIX A DISTANCE OF 835 FEET TO THE POINT OF
BEGINNING.
TWO AND NINETY SEVEN HUNDREDTHS ACRES MORE OR LESS,
STARTING FROM A POINT 1043.35 FEET EAST AND 835 FEET
NORTH OF THE SOUTH WEST CORNER OF LINCOLN COUNTY,
LOT NUMBER 8 AS SHOWN UPON LINCOLN COUNTY METES AND
BOUNDS MAP NUMBER ONE, SECTION 6, TOWNSHIP 26 NORTH,
RANGE 112 WEST; THENCE IN A NORTHERLY DIRECTION
PARALLEL TO THE WEST BOUNDARY OF LINCOLN COUNTY LOT
NUMBER 8 TO THE NORTH BOUNDARY OF SAID LOT 8; THENCE
WEST ALONG THE NORTH BOUNDARY LINE OF SAID LOT
NUMBER 8 TO THE CORNER THAT IS 566.31 FEET FROM ITS
WESTERN BOUNDARY, THENCE IN A SOUTHERLY DIRECTION
PARALLEL TO THE WESTERN BOUNDARY OF LINCOLN COUNTY
LOT NUMBER 8 FOR A DISTANCE OF 271.35 FEE; THENCE IN
AN EASTERLY DIRECTION TO THE POINT OF BEGINNING.
LINCOLN COUNTY LOT 21: ALL
LA BARGE TOWN LOTS 5-12; INCLUSIVE IN BLOCK 1
51% OF LOTS 1 & 2, AND ALL OF LOTS 5-20, INCLUSIVE
IN BLOCKS 3 OF THE SECOND ADDITION AND LOT 23, BLOCK
1 OF THE ORIGINAL TOWNSITE.
THE FOLLOWING PARCELS SHOWN AND DESCRIBED ON LINCOLN
COUNTY METES AND BOUNDS PLATE NO. 2, FOR LOTS 8 &
11, SECTION 6-26-112
<PAGE>
LINCOLN COUNTY LOT 19: ALL
LINCOLN COUNTY LOT 20: ALL
50320-01 CYRIL HOUSLEY ET UX 11/14/1956 BK 19 PG 398 WY LINCOLN
T026N R112W SEC-0007 LOT 2, 4, NWSE, SENW, NESW
50320-02 AUGUSTA B MARX 11/19/1956 BK 19 PG 475 WY LINCOLN
T026N R112W SEC-0007 LOT 2, 4, SENW, NWSE, NESW
50322-00 ST WY 0-22646T UX 11/16/1958 BK 35 PG 543 WY LINCOLN
T026N R112W SEC-0001 ALL OF ORIGINAL SECTION 1
50324-00 JOHN E MARX ET UX 11/01/1956 BK 19 PG 353 WY LINCOLN
T026N R112W SEC-0006 E2SW, LOT 10
T026N R112W SEC-0007 LOT 1, NENW
50325-00 USA W-033913 11/01/1956 BK 22 PG 419 WY SUBLETTE
T028N R112W SEC-0033 W2NW, NWSE, NENE, S2NE, E2NW, NWNE, SWSE, E2SE
50329-01 WY STATE HWY COMMISSION 08/22/1958 BK 32 PG 379 WY LINCOLN
T026N R112W SEC-0006 STATE HIGHWAYS CROSSING FOLLOWING LANDS:
PARCEL 1: E2SE
PARCEL 2: LOT 11, SWSE
T026N R112W SEC-0007 STATE HIGHWAYS CROSSING FOLLOWING LANDS:
PARCEL 3: E2NE
PARCEL 4: E2SE
PARCEL 5: E2SE, SWSE
PARCEL 6: NWSE
PARCEL 7: LOT 3, NENE, W2NE
PARCEL 8: W2NE
PARCEL 9: NENW, LOT 1
PARCEL 10: PARCEL OF LAND INCLUDED WITHIN THE RIGHT
OF WAY OF THE STAT HIGHWAY PROJECT L. N.
-10 & F.A. PROJECT 158A, KNOWN AS THE
KEMMERER-MARBLETON ROAD, SAID RIGHT-OF-
WAY BEING 80' WIDE AND LYING 40' ON
EITHER SIDE AND BEING EQUIDISTANT FROM A
CERTAIN CENTER LINE DESCRIBED BY COURSES
AND DISTANCES AS FOLLOWS: BEGINNING AT
A POINT DESIGNATED IN THE FIELD NOTES OF
THE SURVEY OF THE ABOVE MENTIONED
HIGHWAY AS STATION 1276 40.0, SAID POINT
BEING ON THE SOUTH BOUNDARY LINE OF NESE
OF SECTION 19-26N-112W, 6TH P.M.; AND N
17 DEGREE 11' W A DISTANCE OF 1129.9'
FROM POINT WHICH IS N 31 DEGREE 48' W A
DISTANCE OF 337.3' FROM A POINT WHICH IS
EAST A DISTANCE OF 250' FROM THE SE
CORNER OF SECTION 19, AFORESAID; THENCE
N 17 DEGREE 11' W A DISTANCE OF 1076.2'
TO A POINT OF AN 8 DEGREE 00' CURVE TO
<PAGE>
THE RIGHT, THE RADIUS OF WHICH IS
716.2', THENCE ALONG SAID CURVE THROUGH
AN ANGLE OF 16 DEGREE 00', A DISTANCE OF
200'; THENCE N 1 DEGREE 11; W A DISTANCE
OF 2142.3'; THENCE N 1 DEGREE 21' E
145.2' TO POINT OF A 10 DEGREE 00' CURVE
TO THE LEFT, THE RADIUS OF WHICH IS
573'; ALONG SAID CURVE THROUGH AN ANGLE
OF 21 DEGREE 40' A DISTANCE OF 216.7;
THENCE N 20 DEGREE 19' W A DISTANCE OF
484.3" TO A POINT OF A 6 DEGREE 00' CURE
TO THE RIGHT, THE RADIUS OF WHICH IS
954.9'; THENCE ALONG SAID CURVE THROUGH
AN ANGLE OF 11 DEGREE 23' A DISTANCE OF
189.7; THENCE N 8 DEGREE 56' W A
DISTANCE OF 2582.7' TO THE POINT OF A 5
DEGREE 00' CURVE TO THE RIGHT, THE
RADIUS OF WHICH IS 1145.9'; THENCE ALONG
SAID CURVE, THROUGH AN ANGLE OF 9 DEGREE
11' A DISTANCE OF 183.7'; THENCE N 0
DEGREE 15' E A DISTANCE OF 4889.2, THE
END, WHICH IS STATION 1397 50 OF SAID
SURVEY, WHICH POINT IS ON THE E & W
CENTER LINE OF SECTION 7, 26N-112W OF
THE 6TH P.M.
T026N R112W SEC-0018 STATE HIGHWAYS CROSSING FOLLOWING LANDS:
PARCEL 4: E2SE, E2NE
PARCEL 5: NE
T026N R112W SEC-0019 STATE HIGHWAYS CROSSING FOLLOWING LANDS:
PARCEL 4: NESE, E2NE
PARCEL 5: NENE
PARCEL 10: SEE METES AND BOUNDS DESCRIBED IN
SECTION 7
T026N R112W SEC-0020 STATE HIGHWAYS CROSSING FOLLOWING LANDS:
PARCEL 4: NWSW
50343-00 USA W 05749 05/01/1951 BK 46 PG 707 WY SUBLETTE
T027N R112W SEC-0010 LOT 1, NENE, S2NE
T027N R112W SEC-0011 NE
T027N R112W SEC-0012 S2N2, SE
T027N R112W SEC-0013 E2
50344-00 USA W-066702 07/01/1947 BK 89 PG 139 WY SUBLETTE
T027N R112W SEC-0010 LOT 4 AND 5
50346-00 USA W-278782 04/01/1971 BK 46 PG 707 WY SUBLETTE
T027N R112W SEC-0001 SE
<PAGE>
T027N R112W SEC-0012 N2NE
50347-00 USA EV-023053 01/01/1948 BK 84 PG 704 WY SUBLETTE
T027N R112W SEC-0015 E2NE
50348-00 USA EV-023053-A 01/01/1948 BK 84 PG 704 WY SUBLETTE
T027N R112W SEC-0015 E2SE
50349-00 USA EV-023057 01/01/1948 BK 89 PG 145 WY SUBLETTE
T027N R112W SEC-0010 SE
T027N R112W SEC-0015 W2NE
50350-00 USA EV-023057-A 01/01/1948 BK 89 PG 145 WY SUBLETTE
T027N R112W SEC-0015 W2SE
50351-00 USA EV-023066 01/01/1948 BK 89 PG 105 WY SUBLETTE
T027N R112W SEC-0010 E2SW, LOTS 6, 8
T027N R112W SEC-0015 E2NW, SWNW, LOT 1
50352-00 USA EV-023066-A 01/01/1948 BK 89 PG 105 WY SUBLETTE
T027N R112W SEC-0015 SW
50353-00 USA W-053031 09/01/1957 BK 87 PG 702 WY SUBLETTE
T027N R112W SEC-0015 PORTION OF BED OF GREEN RIVER RIPARIAN
TO LOT 2 MORE FULLY DESC. BY METES & BOUNDS IN LSE.
50354-00 USA W-066701 08/01/1949 BK 89 PG 139 WY SUBLETTE
T027N R112W SEC-0010 PORTION OF BED OF GREEN RIVER THAT IS RIPARIAN TO
LOTS 1, 4, 5, 6, 8
T027N R112W SEC-0015 PORTION OF BED OF GREEN RIVER THAT IS RIPARIAN TO
LOT 1
ALL ACRES SHOWN IN SEC 10
50355-00 USA W-07828 08/01/1951 BK 69 PG 587 WY SUBLETTE
T028N R112W SEC-0003 LOTS 7 (NENW), 8 (NWNW), S2NW, N2SW
50362-00 USA W-01332 05/01/1950 BK 31 PG 266 WY SUBLETTE
T029N R113W SEC-0026 SESE, SWSE, N2SE, S2NE, SENW
50365-00 USA EV-013494 12/31/1938 BK 31 PG 333 WY SUBLETTE
T029N R113W SEC-0014 SW, W2SE, S2NW, SWNE
T029N R113W SEC-0023 E2
50380-00 USA W-60577 11/01/1977 BK 73 PG 208 WY SUBLETTE
T028N R111W SEC-0029 W2
T028N R111W SEC-0030 LOTS 1, 2, 3, 4, E2, E2W2
<PAGE>
T028N R111W SEC-0031 NE, E2SE
T027N R111W SEC-0032 W2
50384-00 USA W-62791 05/01/1978 BK 65 PG 556 WY SUBLETTE
T028N R111W SEC-0025 E2 LOT 1 (20.64 AC) LOT 3 (41.1 AC) 40.82 AC)
LOT 6 (30.22 AC) LOT 7 (40.54 AC), SESWNE, SENESW,
SESW, W2SE
T028N R111W SEC-0031 LOTS 1 (NWNW), 2(SWNW), E2NW, W/2SE
LOTS 3 (NWSW), 4 (SWSW), E2SW
50431-00 USA EV-022769-A 12/31/1938 BK 88 PG 767 WY SUBLETTE
T029N R113W SEC-0001 LOTS 3, 4, S2NW, SW
T029N R113W SEC-0002 LOTS 1, 2, 3, 4, S2NE SENW, S2
50432-00 USA EV-0177710-B 12/31/1938 BK 54 PG 228 WY SUBLETTE
T030N R113W SEC-0028 E2
T030N R113W SEC-0034 N2SW, SE, SESW
50434-00 USA EV-017710-A 12/31/1938 BK 54 PG 228 WY SUBLETTE
T030N R113W SEC-0034 SWSW
50435-00 USA EV-022769 12/31/1938 BK 88 PG 767 WY SUBLETTE
T029N R113W SEC-0003 LOTS 1 32.83), 2 (32.18) 3 (31.53), 4 (30.88)
S/2N/2, SW, S/2SE, NWSE
T029N R113W SEC-0004 LOTS 1 (31.11), 2(32.20)M 3 (33.30), S/2NE, SENW,
NESW, N/2SE
T030N R113W SEC-0033 E/2, E/2W/2
55787-01 KATHLEEN ANN MILLER 08/31/1986 BK 77 PG 548 WY SUBLETTE
T029N R113W SEC-0011 W2NW
55787-02 ROBERT M MILLER JR ET UX 08/13/1986 BK 77 PG 554 WY SUBLETTE
T029N R113W SEC-0011 W2NW
55787-03 MATTHEW DANIEL MILLER 08/13/1986 BK 77 PG 550 WY SUBLETTE
T029N R113W SEC-0011 W2NW
55787-04 PATRICIA M ROBERTS ET VIR 08/13/1986 BK 77 PG 552 WY SUBLETTE
T029N R113W SEC-0011 W2NW
55787-05 PRISCILLA KYSAR ET VIR 08/13/1986 BK 77 PG 546 WY SUBLETTE
T029N R113W SEC-0011 W2NW
55787-06 ALBERT E SCHWABACHER ET AL 04/13/1988 BK 81 PG 655 WY SUBLETTE
T029N R113W SEC-0011 W2NW
57047-00 USA W-01763 09/01/1950 BK PG WY SUBLETTE
T029N R113W SEC-0002 SWNW
<PAGE>
T029N R113W SEC-0003 NESE
57790-00 USA W-01763 03/01/1986 BK274 PG 531 WY LINCOLN
T029N R112W SEC-0013 LOTS 1 & 2
57808-00 USA EV-026240 11/01/1950 BK305 PG 95 WY LINCOLN
T026N R113W SEC-0023 NWNE
57809-00 USA W-059091 08/01/1949 BK 89 PG 139 WY SUBLETTE
T027N R112W SEC-0009 THAT PORTION OF THE BED OF THE GREEN RIVER THAT IS
RIPARIAN TO LOTS 1, 2, & 3
T027N R112W SEC-0009 THAT PORTION OF THE BED OF THE GREEN RIVER THAT IS
RIPARIAN TO LOTS 3 & 4
57810-00 USA W-025765 06/01/1954 BK305 PG 89 WY LINCOLN
T0276 R112W SEC-0002 LOTS 7, 8, 9, 10, & 11
57821-00 JOSEPH W KRALL 03/23/1989 BK 82 PG 551 WY SUBLETTE
T027N R113W SEC-0032 SESE
T027N R113W SEC-0033 S/SW
57821-02 SUSAN K DONALDSON ET VIR 03/23/1989 BK 82 PG 643 WY SUBLETTE
T027N R113W SEC-0032 SESE
T027N R113W SEC-0033 S/2SW
57821-03 SALLY ORR, ET VIR 03/23/1989 BK 82 PG 641 WY SUBLETTE
T027N R113W SEC-0032 SESE
T027N R113W SEC-0033 S/2SW
57821-04 JUDY BETKA, ET VIR 03/23/1989 BK 82 PG 645 WY SUBLETTE
T027N R113W SEC-0032 SESE
T027N R113W SEC-0033 S/2SW
57821-05 NANCY JO T KNADLER, ET VIR 03/22/1989 BK 82 PG 549 WY SUBLETTE
T027N R113W SEC-0032 SESE
T027N R113W SEC-0033 S/2SW
57821-06 TED E MILLER 03/29/1989 BK 82 PG 635 WY SUBLETTE
T027N R113W SEC-0032 SESE
T027N R113W SEC-0033 S/2SW
57821-07 FRANK T MILLER 03/29/1989 BK 82 PG 637 WY SUBLETTE
T027N R113W SEC-0032 SESE
T027N R113W SEC-0033 S/2SW
57821-08 MARILYN JAMES, ET VIR 03/31/1989 BK 82 PG 639 WY SUBLETTE
T027N R113W SEC-0032 SESE
<PAGE>
T027N R113W SEC-0033 S/2SW
57964-00 USA WYW-034923 10/01/1950 BK314 PG 254 WY LINCOLN
T0267N R113W SEC-0008 SWSE
75007-00 USA WY-088276 07/01/1961 BK 50 PG 61 WY LINCOLN
T026N R113W SEC-0011 SWNW
75012-00 USA EV-021976 04/01/1949 BK 18 PG 130 WY LINCOLN
T026N R113W SEC-0005 LOT 3, INSOFAR AS THE ABOVE LANDS COVER THE RIGHTS
FROM THE SFC TO THE STRAT EQUIVALENT OF THE BASE OF
HILLARD (BAXTER SHALE) AS DEFINED @ 6260 FEET IN THE
MOBIL T-51X-5 WELL, LOCATED IN LOT 2 OF SEC 5
TOWNSHIP 26 NORTH, RANGE 113 WEST, "Excepting AND
RESERVING UNTO MOBIL" THE STRAT EQUIVALENT OF
INTERVAL BETWEEN 4758' AND THE FAULT, @5425' LOCATED
IN THE MOBIL T84-6-G WELL, LOCATED IN LOT 10 OF
SECTION 6, TOWNSHIP 26 NORTH, RANGE 113 WEST.
LOT 6, INSOFAR AS THE ABOVE LANDS COVER THE RIGHTS
FROM THE SFC TO THE STRAT EQUIVALENT OF THE BASE OF
HILLARD (BAXTER SHALE) AS DEFINED @ 6260 FEET IN THE
MOBIL T-51X-5 WELL, LOCATED IN LOT 2 OF SEC 5
TOWNSHIP 26 NORTH, RANGE 113 WEST, "Excepting AND
RESERVING UNTO MOBIL" THE STRAT EQUIVALENT OF
INTERVAL BETWEEN 4758' AND THE FAULT, @5425' LOCATED
IN THE MOBIL T84-6-G WELL, LOCATED IN LOT 10 OF
SECTION 6, TOWNSHIP 26 NORTH, RANGE 113 WEST.
75013-00 USA EV-025792 09/01/1946 BK314 PG 218 WY LINCOLN
T026N R113W SEC-0005 LOT 1, INSOFAR AS THE ABOVE LANDS COVER THE RIGHTS
FROM THE SFC TO THE STRAT EQUIVALENT OF THE BASE OF
HILLARD (BAXTER SHALE) AS DEFINED @ 6260 FEET IN THE
MOBIL T-51X-5 WELL, LOCATED IN LOT 2 OF SEC 5
TOWNSHIP 26 NORTH, RANGE 113 WEST, "Excepting AND
RESERVING UNTO MOBIL" THE STRAT EQUIVALENT OF
INTERVAL BETWEEN 4758' AND THE FAULT, @5425' LOCATED
IN THE MOBIL T84-6-G WELL, LOCATED IN LOT 10 OF
SECTION 6, TOWNSHIP 26 NORTH, RANGE 113 WEST.
LOT 7, INSOFAR AS THE ABOVE LANDS COVER THE RIGHTS
FROM THE SFC TO THE STRAT EQUIVALENT OF THE BASE OF
HILLARD (BAXTER SHALE) AS DEFINED @ 6260 FEET IN THE
MOBIL T-51X-5 WELL, LOCATED IN LOT 2 OF SEC 5
TOWNSHIP 26 NORTH, RANGE 113 WEST, "Excepting AND
RESERVING UNTO MOBIL" THE STRAT EQUIVALENT OF
INTERVAL BETWEEN 4758' AND THE FAULT, @5425' LOCATED
IN THE MOBIL T84-6-G WELL, LOCATED IN LOT 10 OF
SECTION 6, TOWNSHIP 26 NORTH, RANGE 113 WEST.
LOT 8, INSOFAR AS THE ABOVE LANDS COVER THE RIGHTS
FROM THE SFC TO THE STRAT EQUIVALENT OF THE BASE OF
HILLARD (BAXTER SHALE) AS DEFINED @ 6260 FEET IN THE
MOBIL T-51X-5 WELL, LOCATED IN LOT 2 OF SEC 5
<PAGE>
TOWNSHIP 26 NORTH, RANGE 113 WEST, "Excepting AND
RESERVING UNTO MOBIL" THE STRAT EQUIVALENT OF
INTERVAL BETWEEN 4758' AND THE FAULT, @5425' LOCATED
IN THE MOBIL T84-6-G WELL, LOCATED IN LOT 10 OF
SECTION 6, TOWNSHIP 26 NORTH, RANGE 113 WEST.
75021-00 USA W-104985 08/01/1987 BK263 PG 159 WY LINCOLN
T026N R111N SEC-0008 N2NW, SENW
75022-00 USA WYW-102101 11/01/1986 BK263 PG 163 WY LINCOLN
T026N R111N SEC-0008 N2NW, SWNW, SWSW
T026N R111N SEC-0022 SWNW, S2
T026N R111N SEC-0028 NENE
75047-00 USA WYW-11667 12/01/1988 BK314 PG 241 WY LINCOLN
T026N R114W SEC-0011 NE, S2
T025N R114W SEC-0012 LOTS 1-12, W/2
T025N R114W SEC-0013 LOTS 1-12, W/2
75052-00 CARL TAYLOR, ET UX 04/22/1959 BK 34 PG 187 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS:
BLOCK 1: LOTS 3 & 19 = .13774 AC
BLOCK 3: LOTS 1, 2, 3, 4, 8, 9, 10, 11 AND 12 =
.61983 AC
<PAGE>
BLOCK 12: LOTS 1,2,3,4,5,6,7, AND 8 -.55096 ACRES
75054-00 C J PAYNE, ET UX 03/07/1959 BK 34 PG 183 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 2: LOTS 27,28,29
BLOCK 5: LOTS 15,16
BLOCK 7: LOT 15
CONTAINING .41322 ACRES
75055-00 JAMES A DEGRAW, ET UX 03/07/1959 BK 34 PG 181 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 7: LOTS 6,7,8,9,10
BLOCK 11: LOT 1
CONTAINING .41322 ACRES
75056-00 CECIL J STUDT, ET UX 03/07/1959 BK 34 PG 179 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK A: RIVER VIEW ADDITION LOT 3
BLOCK C: RIVER VIEW ADDITION LOTS 1,2,3,4,5,6,7,8
BLOCK 5: LOTS 1,2,3,4,5,6,7,8,17,18,19,20,21,22,23
CONTAINING 1.65309 ACRES
75057-00 CYRIL HOUSLEY, ET UX 03/07/1959 BK 34 PG 177 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS SECOND ADDITION, BLOCK 1: LOTS 3 AND 4
CONTAINING .289254 ACRES
75058-01 THERESA R DECKER 03/07/1959 BK 34 PG 175 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 6: LOTS 3 & 4
BLOCK 6: SOUTHERLY 8 FEET OF LOT 2
75059-00 WM R DEGRAW, ET UX 03/12/1959 BK 34 PG173 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 7: LOT 13 & 14
CONTAINING .13774 ACRES
75060-00 ROBERT A DEGRAW, ET UX 03/12/1959 BK 34 PG 171 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 10: LOTS 1,2,3
CONTAINING .20661 ACRES
75061-00 MARIE F IVERSON 03/12/1959 BK 34 PG 169 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 6: LOTS 23,24,25, AND 26
CONTAINING .27548 ACRES
75062-00 NEIL HACKLIN, ET UX 03/18/1959 BK 34 PG 167 WY LINCOLN
<PAGE>
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS RIVER VIEW ADDITION
BLOCK B: LOTS 13,14,15, AND 16 = .27598 AC
75063-01 ELLIS E ALEXANDER, ET UX 03/18/1959 BK 34 PG 165 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 4: LOTS 1,2,3,4,5,6, AND 7
CONTAINING .48209 ACRES
75063-02 FRANK ZAGAR, ET UX 07/15/1959 BK 41 PG 104 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 4: LOTS 3,4,5,6, AND 7
75064-00 GERALD C HALE, ET UX 03/18/1959 BK 34 PG 163 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 6: LOTS 27, 28, 29, 30, 31 AND 32
CONTAINING .41322 ACRES
75065-00 JOHN E GAULT, ET UX 03/20/1959 BK 34 PG 161 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 8: LOTS 8,9, AND 10
CONTAINING .20661 ACRES
75066-00 JOHN EDLUND, ET UX 03/20/1959 BK 34 PG 159 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 4: LOTS 8-10 .20661 ACS.
BLOCK 10: LOTS 11-14 AND 16 .34435 ACS.
75067-00 WALTER J CRANOR, ET UX 03/20/1959 BK 34 PG 157 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
BLOCK 5: LOTS 9-11 .20661 ACS.
BLOCK 8: LOTS 11-15 .34435 ACS
75068-00 HOLGER JOHNSON, ET UX 03/20/1959 BK 34 PG 155 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
BLOCK 2: LOTS 13-16 .27548 ACRES
75069-00 JESSE R GAULT, ET UX 03/21/1959 BK 34 PG 153 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
BLOCK 11: LOTS 5,6,7, AND 8
CONTAINING .27548 ACRES
75070-00 PETE SUNDGREN, ET UX 03/23/1959 BK 34 PG 151 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
BLOCK 2: LOTS 6,7 & 8; .20661 AC.
75071-00 NORMAN KIEFFER, ET UX 03/23/1959 BK 34 PG 149 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
<PAGE>
BLOCK 7: LOT 4 & 5; .13774 AC.
75072-00 ARVEL A DAVID, ET UX 03/23/1959 BK 34 PG 147 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
BLOCK 6: LOTS 20-22 .20661 ACRES
75073-00 ERIC WALLIN 03/23/1959 BK 34 PG 145 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
BLOCK 4: LOTS 12-13 .13774 ACS.
75074-00 JOHN PEARSON 03/23/1959 BK 34 PG 143 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
RIVER VIEW ADDITION. BLOCK A LOT 6 .06887 ACS.
75075-00 DONALD L STUDT, ET UX 03/23/1959 BK 34 PG 141 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
RIVER VIEW ADDITION. BLOCK A LOTS 7-11 .34435 ACS.
75076-00 GEORGE VICKREY, ET UX 03/25/1959 BK 34 PG 139 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 2: LOTS 22-26 .34435 ACRES
BLOCK 6: LOTS 18-19 .13774 ACRES
BLOCK 7: LOTS 1-2 .13774 ACRES
75077-00 NELS OSTROM 03/26/1959 BK 34 PG 137 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 2: LOT 10 .06887 ACRES
75078-00 JOHN WESTERLUND 03/26/1959 BK 34 PG 135 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 2, LOT 9 .06887 ACS.
75079-00 SAM OHME 03/26/1959 BK 34 PG 133 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 4: LOT 14; .06887 AC.
75080-00 RALPH V WHITE, ET UX 03/26/1959 BK 34 PG 131 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
RIVER VIEW ADDITION BLOCK E: LOTS 9,10,12,13;
.309915 AC.
75081-00 CARL KULINSKY, ET UX 03/26/1959 BK 34 PG 127 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
RIVER VIEW ADDITION BLOCK A: LOTS 1&2; .13774 AC.
75082-00 C E TALCOTT, JR, ET UX 03/26/1959 BK 34 PG 129 WY LINCOLN
TO26N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
<PAGE>
BLOCK 5: LOT 26; .06887 AC.
75083-00 OLIVER E GREGORY, ET UX 03/30/1959 BK 34 PG 125 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
BLOCK 1: LOTS 8,9,10,24,25; .34435 AC.
75084-00 J. THOMAS HALL, ET UX 03/30/1959 BK 34 PG 123 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 5: LOTS 27,28 & 29; .20661 AC.
75085-00 PETE M GOLICH, ET UX 03/30/1959 BK 34 PG 121 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 1, LOTS 1 AND 2 .13774 ACS.
75086-00 VINCENT A GUYETTE 03/30/1959 BK 34 PG 105 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
RIVER VIEW ADDITION. BLOCK B LOTS 11 & 12 .13774
ACS.
75087-00 AARON NEALE JONES, ET UX 03/26/1959 BK 34 PG 119 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS RIVER VIEW ADDITION. BLOCK D LOTS 1,2,3,4
.27548 ACS
75088-00 ALVIN VALLETT, ET UX 04/02/1959 BK 34 PG 117 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 11: LOTS 2,3,4; .20661 AC.
75089-01 LESLIE C VASEY, ET UX 04/06/1959 BK 34 PG 115 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 7: LOT 3; .06887 AC
SECOND ADDITION, BLOCK 3: LOTS 1 & 2; 1.61 AC.
75090-00 SCHOOL DISTRICT NO. 1 04/13/1959 BK 34 PG 113 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 8: LOTS 1,2,3,4,5,6,7; .48209 AC.
75091-00 VIRGIL V BAILEY, ET UX 03/07/1959 BK 34 PG 97 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
BLOCK 5: LOT 14; .06887 AC.
BLOCK 6: LOTS 5,6,7,8,9 AND 10; .41322 AC.
BLOCK 7: LOT 16; .06887 AC.
75092-00 DON WAGNER, ET UX 04/20/1959 BK 34 PG 111 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 2: LOTS 30, 31 & 32; .20661 AC.
75093-00 JIMMY DE GRAW, ET UX 04/06/1959 BK 33 PG 419 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
<PAGE>
75094-00 VELMA WILSON, ET AL 04/20/1959 BK 34 PG 109 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
BLOCK 4: LOT 11; .06887 AC.
75095-00 HERMAN PIZ, ET AL 04/22/1959 BK 34 PG 107 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 3; LOTS 13 & 14; .41322 AC.
75096-00 GORDON GUYETTE, ET UX 06/02/1959 BK 34 PG 103 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
RIVER VIEW ADDITION BLOCK D: LOT 7; .06887 AC.
75097-00 ALEX J BERTAGNOLLI 05/09/1959 BK 34 PG 99 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
BLOCK 2: LOTS 1,2,3,17,18,19,20 & 21; .55096 AC.
75098-00 PAUL I BERTAGNOLLI, ET UX 06/04/1959 BK 34 PG 101 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 2: LOT 4 & 5; .13774 AC.
75099-01 C.J. YATES 10/31/1959 BK 41 PG 98 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 1: LOT 26
75100-00 LEO MANSKE, ET UX 10/12/1959 BK 41 PG 100 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
RIVER VIEW ADDITION BLOCK A: LOTS 12,13,14 & 16
75110-00 USA WYW-124999 10/01/1991 BK303 PG 145 WY LINCOLN
T025N R112W SEC-0022 ALL
75148-00 USA WYW-125960 01/01/1992 BK314 PG 43 WY LINCOLN
TO25N R112W SEC-0024 LOT 1
75158-00 USA WY-42788 01/01/1974 BK314 PG 223 WY LINCOLN
TO25N R112W SEC-0024 W2NE, W2SE, LOTS 2,3,4
T025N R112W SEC-0025 N2NW, SENW, SW, SWNW, W2NE, W2SE, LOTS 1,2,3,4
75174-00 USA EV-07675(C) 11/01/1965 BK 88 PG 535 WY SUBLETTE
T027N R113W SEC-0034 E2E2
BK311 PG 679 WY LINCOLN
T026N R113W SEC-0003 LOT 1
<PAGE>
75175-00 USA EV-07798(C) 09/01/1964 BK311 PG 221 WY LINCOLN
T026N R113W SEC-0003 SWSE
T026N R113W SEC-0010 W2SW
75176-00 USA EV-07798(D) 09/01/1964 BK311 PG 226 WY LINCOLN
TO26N R113W SEC-0003 E2SE, LOTS 8 AND 9
T026N R113W SEC-0010 E2SW, N2NE
75177-00 USA EV-08051(A) 02/01/1948 BK 88 PG 511 WY SUBLETTE
T027N R113W SEC-0027 NENW, W2SWNE
75178-00 USA EV-024168 11/01/1947 BK 36 PG 108 WY SUBLETTE
T027N R113W SEC-0027 NWSE
75179-00 USA WY-040934 06/01/1956 BK 36 PG 222 WY SUBLETTE
T027N R113W SEC-0027 NESE
75180-00 USA WY-041447 06/01/1956 BK 36 PG 227 WY SUBLETTE
TO27N R113W SEC-0027 SESE
75181-00 USA WY-088274 07/01/1961 BK 50 PG 67 WY LINCOLN
T026N R113W SEC-0002 SW
75182-00 USA WY-088275 07/01/1961 BK 50 PG 64 WY LINCOLN
T026N R113W SEC-0002 W2SE, LOTS 13, 14
<PAGE>
50002-00 ENGER K CHRISMAN 06/18/1947 BK 5 PG 3 WY SUBLETTE
T029N R113W SEC-0010 SENE, NWSE
50004-00 USA W-10676 08/01/1949 BK PG WY SUBLETTE
T029N R113W SEC-0013 W/2 SW/4 S/2 NW/4, SW/4 NE/4, NE/4 SW/4
T029N R113W SEC-0023 W/2 W/2
50012-00 CLIFTON FEAR, ET AL 04/12/1955 BK 11 PG 449 WY SUBLETTE
T029N R113W SEC-0009 E2SW, SE
T029N R113W SEC-0010 SWNW, SWSE, SW
T029N R113W SEC-0015 N2N2
50023-00 USA W-05689 06/01/1951 BK PG WY SUBLETTE
T028N R114W SEC-0033 W/2SWSW, E/2SWSW, SESW
50025-00 USA W-17208 03/01/1969 BK PG WY SUBLETTE
T028N R114W SEC-0032 LOTS: NE PART OF 17, 18, 19, 20
ALL LOT 17 EXCEPT NE
50030-00 USA W-21124 06/01/1951 BK 34 PG 174 WY SUBLETTE
T030N R113W SEC-0004 LOTS 3, 4
T030N R113W SEC-0005 LOT 1, SENE, SW
LOTS 2,3,4, SWNE, S2NW
T030N R113W SEC-0006 SENE, NESE, LOTS 1,2, SWNE
50032-00 USA W-02736 12/01/1950 BK 33 PG 343 WY SUBLETTE
T031N R113W SEC-0028 SWNW, NWSW
T031N R113W SEC-0029 N2, SE, SW
T031N R113W SEC-0031 E2NE, NESE
LOTS 1-4, E2W2, W2NE, S2SE, NWSE
T031N R113W SEC-0032 W2, W2SE, E2E2, W2NE
T031N R113W SEC-0033 NWNW, S2NW, SW, SWNE, SE
50034-00 USA W-05958 07/01/1951 BK PG WY LINCOLN
T025N R113W SEC-0031 S2 LOT 3, LOT 4, W2 LOT 5, SWNESW
N2 LOT 3, E2 LOT 5, N2NESW, SENESW
50035-00 EDGAR F HERSCHLER ET UX 09/19/1953 BK 5 PG 398 WY LINCOLN
T024N R114W SEC-0000 RESURVEY TRACT 50 BEING THE WEST 3/4 AND
RESURVEY TRACT 55 BEING ALL
<PAGE>
RESURVEY TRACT 49 BEING THE WEST 40 ACRES
50036-00 ARNOLD A LARSON ET UX 09/18/1953 BK 5 PG 361 WY LINCOLN
T024N R114W SEC-0000 TRACT 46-B (ORIGINALLY SESW SEC. 2)
TRACT 45 BEING THE CENTER 1/3 (ORIGINALLY THE NWNW
SEC. 11)
TRACT 50 BEING THE MOST EASTERLY 1/4, ORIGINALLY
SWNE SEC. 3 (42.79 AC)
PORTION OF TRACT 48, ORIGINALLY SENE SEC. 3
(41.83 AC)
TRACT 45 BEING THE MOST WESTERLY 1/3, ORIGINALLY
NENE SEC. 10
TRACT 49 BEING THE MOST EASTERLY 80 ACRES,
ORIGINALLY W2SE SEC. 3
T024N R114W SEC-0002 LOTS 16 (39.10), 17 (5.71), 18 (6.48)
T024N R114W SEC-0003 LOTS 12 (22.51), 13 (20.35)
LOTS 14 (17.84), 18 (17.84)
50037-00 ST WY 08945 09/16/1949 BK 5 PG 382 WY LINCOLN
T025N R114W SEC-0036 SESE LOT 40, E2SWSE LOT 40
ALL LESS AND EXCEPT SESE LOT 40, E2SWSE LOT 40
50038-00 USA W-01902 03/01/1950 BK 10 PG 134 WY LINCOLN
T024N R114W SEC-0003 W2 LOT 10 AND LOT 11, E2 LOT 10
50039-00 USA EV-024522-A 11/01/1948 BK 32 PG 228 WY LINCOLN
T023N R112W SEC-0021 SESE
50040-00 USA EV-024521-A 11/01/1948 BK PG WY LINCOLN
T023N R112W SEC-0022 SESE
50041-00 USA EV-024522 11/01/1948 BK 32 PG 228 WY LINCOLN
T023N R112W SEC-0015 SENW, S2NE, SE, E2SW, N2N2, SWNW, E2SW
T023N R112W SEC-0021 NE, N2SE, SWSE
T023N R112W SEC-0028 NE
50042-00 USA EV-24521-B 11/01/1948 BK PG WY LINCOLN
T023N R112W SEC-0022 N2, N2S2, S2SW, SWSE
T023N R112W SEC-0023 NWNW, NE, NENW, S2NW, S2
T023N R112W SEC-0027 NW, N2NE
50059-00 CHAMPLIN PETROLEUM CO. 10/03/1973 BK108 PG 437 WY LINCOLN
<PAGE>
T022N R112W SEC-0021 E2SW, SE, SENW, S2NE
50065-00 USA W-0127851 10/01/1961 BK PG WY SUBLETTE
T030N R113W SEC-0013 SWNE, SE
50066-00 USA W-02274 08/01/1950 BK PG WY SUBLETTE
T030N R113W SEC-0013 NENW, S2NW
T030N R113W SEC-0024 SE, NESW, E2NE, NWNE, E2NW
50067-00 USA W-02274-A 08/01/1950 BK PG WY SUBLETTE
T030N R113W SEC-0013 NWNW
50068-00 USA EV-024526-G 12/01/1948 BK PG WY SUBLETTE
T030N R112W SEC-0030 NENW
50069-00 USA W 16769 09/01/1949 BK PG WY SUBLETTE
T030N R112W SEC-0019 LOTS 1,2,3,4
50070-00 USA W-05504 04/01/1951 BK PG WY SUBLETTE
T030N R113W SEC-0014 E2NE, NESE
50071-00 USA EV-024538-A 12/01/1948 BK PG WY SUBLETTE
T030N R113W SEC-0013 SW4
50075-00 USA EV-024354 11/01/1948 BK PG WY SUBLETTE
T027N R112W SEC-0034 ALL
T029N R112W SEC-0033 E2NE, SE
50076-00 ANDERSON L MCGINNIS 06/01/1953 BK 86 PG 492 WY SUBLETTE
T028N R112W SEC-0019 LOT 2, SENW
50077-00 WILLIAM J MCGINNIS 03/12/1963 BK 36 PG 119 WY SUBLETTE
T028N R112W SEC-0017 S2N2, N2SW, NWSE, SWSW
T028N R112W SEC-0018 SE, SESW, LOT 4
T028N R112W SEC-0019 NWNE
50078-00 USA EV-024355 09/01/1949 BK PG WY SUBLETTE
T029N R112W SEC-0032 E2, E2W2
T029N R112W SEC-0033 W2, W2NE
50082-00 USA EV-024470 01/01/1950 BK PG WY SUBLETTE
<PAGE>
T029N R112W SEC-0027 ALL
T029N R112W SEC-0028 SWSE, S2SESE, E2SESW, W2SESW, N2SESE, NW, NE, N2S2,
SWSW
T029N R112W SEC-0029 W2SW, NE, NW, SE, E2SW
50084-00 USA W-53496 01/01/1955 BK PG WY SUBLETTE
T028N R112W SEC-0029 W2E2, SW, E2NW, SWNW, NWNW
T028N R112W SEC-0030 SE, LOT 2 (33.12 ACS), LOT 3 (32.59 ACS), LOT 4
(32.24 ACS), NE, E2W2
T028N R112W SEC-0031 NE, LOT 1 (31.93 ACS), LOT 2 (31.68 ACS), LOT 3
(31.42 ACS), SE, E2W2
T028N R112W SEC-0032 W2NW
50085-00 USA W-53498 12/01/1955 BK PG WY SUBLETTE
T028N R112W SEC-0032 W2NE, NWSE, E2NW, E2NESW, SWSE, S2SW, W2NESW
50087-00 USA W 92216 07/01/1948 BK PG WY SUBLETTE
T028N R112W SEC-0005 LOTS 1-12 S2
T028N R112W SEC-0006 LOTS 1, 3-18, E2SW, SE
T028N R112W SEC-0007 LOTS 1-4, E2, E2W2
50089-00 USA W 92219 08/01/1950 BK PG WY SUBLETTE
T028N R112W SEC-0004 N2NWSW, W2 LOT 4(19.19), LOT 5(40.0), LOT 12(40.0)
E2 LOT 4, S2NWSW
50093-00 USA EV-022234 10/01/1948 BK PG WY SUBLETTE
T028N R113W SEC-0020 LOT 5
T028N R113W SEC-0029 NE/4; E/2 NW/4; NE/4 SW/4; N/2 SE/4; SE/4 SE/4
50097-00 USA EV-023584 06/01/1948 BK PG WY SUBLETTE
T028N R113W SEC-0023 LOT 4 (27.24), W2NW
50099-00 USA EV-024353 11/01/1946 BK PG WY SUBLETTE
T028N R113W SEC-0020 LOTS 6,7,8, E2SW, SWSE, TRACT 43-B
50103-00 USA W-0256492 07/01/1948 BK PG WY SUBLETTE
T028N R113W SEC-0021 LOT 7, TRACTS 43-A, 43-C
T028N R113W SEC-0028 LOTS 2,3,4,9,10, TRACTS 50-B, 50-D, LOT 11
50107-00 USA W-0637 04/01/1950 BK PG WY SUBLETTE
T028N R113W SEC-0015 SE, SWNE, W2
<PAGE>
50111-00 USA EV-022239 11/01/1946 BK PG WY SUBLETTE
T028N R113W SEC-0008 E2, E2W2
50112-00 RUTH A CHAMBERLAIN, ET VIR 01/17/1950 BK 2 PG 295 WY SUBLETTE
T028N R113W SEC-0020 E2NE
T028N R113W SEC-0021 W2NW
50118-00 WILLIAM J MCGINNIS, ET AL 07/30/1947 BK 2 PG 158 WY SUBLETTE
T028N R113W SEC-0021 TRACT 42
50124-00 USA EV-022241 08/01/1946 BK PG WY SUBLETTE
T028N R113W SEC-0022 W2SW, SESW, N2, LOT 1, NESW, NWSE
T028N R113W SEC-0027 S2SW
50125-00 MARY H MCGINNIS 07/01/1946 BK 2 PG 101 WY SUBLETTE
T028N R113W SEC-0027 RESURVEY TRACT 48
50128-00 USA W-48908 07/01/1948 BK PG WY SUBLETTE
T028N R113W SEC-0017 LOTS 1,3,4,5,6, SWNE, NWSE
T028N R113W SEC-0021 LOTS 1,2,3,4,5,6,8, S2NE, N2SE, SESE, TR 43-D
T028N R113W SEC-0028 LOTS 1,5,6,7,8, TRS 50-A & 50-C, S2SE
T028N R113W SEC-0031 LOTS 7,8
T028N R113W SEC-0032 TR 53
50130-00 USA EV-07538 01/01/1940 BK 89 PG 76 WY SUBLETTE
T028N R113W SEC-0033 NWNW
50132-00 USA W-031454 03/01/1955 BK PG WY LINCOLN
T026N R113W SEC-0009 E/2
50146-00 USA W-0256491 01/01/1940 BK PG WY SUBLETTE
T028N R113W SEC-0033 NENW
50191-00 USA EV-024966-A 08/01/1949 BK PG WY SUBLETTE
T030N R113W SEC-0023 NWNW
50196-00 USA W-0125390 06/01/1955 BK PG WY SUBLETTE
T029N R112W SEC-0030 LOTS 1, 2, 3, 4, E2W2, NWNE, S2NE, SE
T029N R112W SEC-0031 E2W2, E2, LOTS 1, 2, 3, 4
<PAGE>
50197-00 USA W-0125391 06/01/1952 BK PG WY SUBLETTE
T028N R113W SEC-0002 LOTS 5 (39.18 AC), 6 (38.97)
50199-00 USA W-0189 02/01/1950 BK 31 PG 206 WY SUBLETTE
T029N R113W SEC-0025 N2NE4
50200-00 USA W-014052 06/01/1952 BK PG WY SUBLETTE
T028N R113W SEC-0001 LOTS 7(40.43 ACS), 8(39.46)
50201-00 USA EV-026216 06/01/1950 BK PG WY SUBLETTE
T029N R112W SEC-0032 W2SW
50202-00 USA W-10680 06/01/1952 BK PG WY SUBLETTE
T028N R113W SEC-0002 LOT 7
50205-00 ST WY 0-10799 03/02/1951 BK PG WY SUBLETTE
T029N R113W SEC-0001 NENE
T030N R113W SEC-0036 ALL
50206-00 USA W 21125 05/01/1951 BK 84 PG 621 WY SUBLETTE
T030N R113W SEC-0009 W2
T030N R113W SEC-0015 SWSW
T030N R113W SEC-0021 N2
50207-00 USA W21123 04/01/1951 BK PG WY SUBLETTE
T030N R113W SEC-0022 W2NW
50208-00 USA W-04628 02/01/1956 BK PG WY SUBLETTE
T030N R113W SEC-0008 E2SE, NE, NW, W2SE
T030N R113W SEC-0017 E2NE, NESE, S2SE, W2NE, NWSE
50210-00 ST WY 0-13662 04/07/1952 BK PG WY SUBLETTE
T030N R113W SEC-0016 E2SW, SE
50211-00 ST WY 0-11311 07/02/1951 BK PG WY SUBLETTE
T030N R113W SEC-0016 S2NE
50212-00 ST WY 0-13663 04/07/1952 BK PG WY SUBLETTE
T030N R113W SEC-0016 NW, W2SW
50220-00 USA W-04015-B 02/01/1951 BK PG WY SUBLETTE
T030N R112W SEC-0029 E2NENW, W2NENW
<PAGE>
50223-00 USA EV-024526 12/01/1948 BK PG WY SUBLETTE
T030N R112W SEC-0030 NENWNE, NWNWNE, S2NWNE
50224-00 USA EV-026171 08/01/1950 BK PG WY SUBLETTE
T030N R112W SEC-0018 SESW, LOTS 1,2,3,4, NWNE, S2NE, E2NW, NESW, SE
T030N R112W SEC-0032 N2SW
50226-00 USA W-04101 03/01/1951 BK PG WY SUBLETTE
T030N R112W SEC-0029 NESW, SESW
50227-00 USA W-04101-B 03/01/1951 BK PG WY SUBLETTE
T030N R112W SEC-0029 E2SENW, W2SENW
50228-00 USA W-056555 09/01/1949 BK PG WY SUBLETTE
T030N R112W SEC-0008 NWNE, S2N2, LESS 6.37 AC INCL IN 67TH RESERVOIR
T030N R112W SEC-0009 SW, W2SE, SESE
T030N R112W SEC-0017 S2, S2N2
T030N R112W SEC-0020 W2W2, NENW
T030N R112W SEC-0033 S2N2
50229-00 USA W-27641 09/01/1949 BK PG WY SUBLETTE
T030N R112W SEC-0019 E2, SENW
50230-00 USA W-055073 12/01/1948 BK PG WY SUBLETTE
T030N R112W SEC-0027 W2
T030N R112W SEC-0029 W2W2
T030N R112W SEC-0032 N2
T030N R112W SEC-0033 N2N2
T030N R112W SEC-0034 W2NW
50232-00 USA W-36567 11/01/1955 BK 69 PG 1 WY SUBLETTE
T029N R112W SEC-0017 N2NE, SWNE, NWSE
50233-00 USA W-027642 12/01/1948 BK PG WY SUBLETTE
T030N R112W SEC-0030 NENE, SENE
50235-00 ST WY 0-20914 08/16/1956 BK 16 PG 88 WY SUBLETTE
T029N R112W SEC-0016 S2SW, NWSW, SWNW: LIMITED FROM SURFACE TO BASE OF
MESAVERDE FORMATION (4,500'), SE, SWNE
<PAGE>
N2NE, SENE
50238-00 USA EV-024445-E 09/01/1949 BK PG WY SUBLETTE
T030N R112W SEC-0019 NE4NW4
50239-00 USA W-036663-A 11/01/1955 BK 69 PG 1 WY SUBLETTE
T029N R112W SEC-0017 SESE
50240-00 USA EV-024445 09/01/1949 BK PG WY SUBLETTE
T030N R112W SEC-0019 E2SW4
50241-00 USA W-036663 11/01/1955 BK 69 PG 1 WY SUBLETTE
T029N R112W SEC-0017 SENE, NESE
50250-00 USA W-43911 08/01/1956 BK PG WY SUBLETTE
T029N R112W SEC-0013 SE, S2SW
T029N R112W SEC-0024 W2NW, SW
T029N R112W SEC-0025 N2NW
50253-00 USA W-53499 02/01/1950 BK PG WY SUBLETTE
T029N R112W SEC-0022 SWNW, S2, S2NE
T029N R112W SEC-0023 NE, NWSE, E2SE, NW, N2SW
T029N R112W SEC-0026 NENE
50261-01 FIRST NAT'L BNK OF KEMMERER 12/29/72 BK 48 PG 628 WY SUBLETTE
T028N R112W SEC-0024 SESW, LOTS 9, 11
T028N R112W SEC-0025 SENW, N2NW, LOTS 2, 5
T028N R112W SEC-0026 LOTS 1,7, AND ALL THAT PART OF THE GREEN RIVER
RIPARIAN THERETO
50261-02 DANIEL E CHAPEL 03/07/1981 BK 61 PG 461 WY SUBLETTE
T028N R112W SEC-0024 SESW, LOTS 9,11
T028N R112W SEC-0025 SENW, N2NW, LOTS 2,5
T028N R112W SEC-0026 LOTS 1,7, AND ALL THAT PART OF THE GREEN RIVER
RIPARIAN THERETO
50265-00 USA W-48517 01/01/1975 BK 68 PG 367 WY SUBLETTE
T029N R112W SEC-0017 SENW, E2SW, SWSE
50330-00 ST WY #67-4099 04/02/1967 BK 42 PG 205 WY SUBLETTE
T027N R112W SEC-0016 E2 BEING W2NE, SESE, LOTS 1-5, 7, PORTION
LOT 6 IN SWSE (5.31 AC)-PORTION IN CONFINES
GREEN RIVER BED
<PAGE>
50332-00 USA W-05690 07/01/1951 BK PG WY SUBLETTE
T027N R114W SEC-0015 SWNW
50333-00 USA W-020778 06/01/1953 BK PG WY SUBLETTE
T028N R114W SEC-0035 E2, NW4
50335-00 USA W-05691 06/01/1951 BK PG WY SUBLETTE
T027N R114W SEC-0005 LOTS 5,6
50336-00 USA EV-021954 10/01/1947 BK PG WY SUBLETTE
T027N R114W SEC-0022 NWNE
50337-00 USA W-51101 06/01/1951 BK PG WY SUBLETTE
T027N R114W SEC-0003 S2S2
T027N R114W SEC-0004 S2
T027N R114W SEC-0005 LOTS 13,14,15,16, E2 LOT 23,24, W2 LOT 23
T027N R114W SEC-0009 NE, E2NW, N2SE, SESE
T027N R114W SEC-0010 SWSW
50345-00 USA W-64986 09/13/1978 BK 74 PG 522 WY SUBLETTE
T027N R112W SEC-0011 S2
T027N R112W SEC-0014 N/2
50356-00 USA W-0231770 02/01/1950 BK 31 PG 206 WY SUBLETTE
T029N R113W SEC-0025 NW4NW4
50357-00 USA W-0231771 10/01/1950 BK 31 PG 213 WY SUBLETTE
T029N R113W SEC-0025 W2SW4
50358-00 USA W-0231772 06/01/1952 BK 69 PG 549 WY SUBLETTE
T028N R113W SEC-0002 SWNW, NWSW
T028N R113W SEC-0003 NWSE, S2NE, NESE, LOTS 5 & 6
50359-00 USA W-024931-A 10/01/1948 BK PG WY SUBLETTE
T029N R113W SEC-0025 SENW, SWNW
50360-00 USA EV-025930 08/01/1949 BK PG WY SUBLETTE
T029N R113W SEC-0023 E2W2
50361-00 USA W-031992 02/01/1950 BK 31 PG 206 WY SUBLETTE
<PAGE>
T029N R113W SEC-0026 N2NE4, NE4NW4
50363-00 USA W-014051 06/01/1952 BK PG WY SUBLETTE
T028N R113W SEC-0002 LOT 8
50364-00 USA W-02683 10/01/1950 BK 31 PG 213 WY SUBLETTE
T029N R113W SEC-0025 E2SW, SWSE
50366-00 USA EV-021767 09/01/1950 BK 89 PG 10 WY SUBLETTE
T029N R113W SEC-0035 SE4
50374-00 USA W-62801 07/01/1978 BK PG WY SUBLETTE
T031N R113W SEC-0007 LOTS 1 THRU 4, E2, E2W2
T031N R113W SEC-0018 LOTS 1 THRU 4, E2, E2W2
50380-00 USA W-60577 11/01/1977 BK 88 PG 764 WY SUBLETTE
T028N R111W SEC-0029 W2
T028N R111W SEC-0030 LOTS 1,2,3,4, E2, E2W2
T028N R111W SEC-0031 NE, E2SE
T028N R111W SEC-0032 W2
50422-00 USA W-11603 04/01/1968 BK PG WY SUBLETTE
T028N R114W SEC-0021 NE, SE
50424-00 ST WY 66-5165 03/02/1966 BK PG WY SUBLETTE
T028N R114W SEC-0016 NENE, NW, N2SW, SE, SENE, S2SW, W2NE
50425-00 USA W-2120 11/01/1966 BK PG WY SUBLETTE
T028N R114W SEC-0015 NW, SW
T028N R114W SEC-0022 SW
50427-00 USA W-055275 02/01/1959 BK PG WY SUBLETTE
T026N R112W SEC-0022 NW, N2SW, S2SW
50428-00 BETTE M THOMPSON 07/06/1976 BK 53 PG 154 WY SUBLETTE
T029N R113W SEC-0004 W2SW, SESW
T029N R113W SEC-0005 E2SE
T029N R113W SEC-0007 NESE, E2NE
<PAGE>
T029N R113W SEC-0008 N2NE, W2NW, NWSW, NESW, SE
SENE, SENW, S2SW
T029N R113W SEC-0009 N2NW, S2NW, W2SW
T029N R113W SEC-0017 E2NW, NWNE
50439-00 USA W-73977 06/01/1951 BK 2 PG 506 WY SUBLETTE
T032N R114W SEC-0017 NWNW, E2, E2NW, NESW
T032N R114W SEC-0020 NE, N2SE
50507-00 USA W-67176 08/01/1979 BK223 PG 400 WY LINCOLN
T026N R111W SEC-0006 SENW, SWNE, W2SE, LOTS 3,4,5,6,7
T026N R111W SEC-0007 W2E2
57047-00 USA W-01763 09/01/1950 BK PG WY SUBLETTE
T029N R113W SEC-0002 SWNW
TO29N R113W SEC-0003 NESE
57132-00 MONTE NORRIS 03/12/1985 BK 74 PG 285 WY SUBLETTE
T031N R113W SEC-0019 E2SW, S2SE, LOTS 2, 4
T031N R113W SEC-0030 NENW, N2NE
T031N R114W SEC-0023 SENE
T031N R114W SEC-0024 NW, N2SE, SESE, S2NE
58005-00 USA WYW-116385 07/01/1978 BK PG WY SUBLETTE
T031N R113W SEC-0019 LOTS 1,3, N/2NE, E/2NW
T031N R113W SEC-0030 LOTS 1,2,3,4, E/2SW
58343-00 USA W-34033 05/01/1972 BK 57 PG 280 WY SUBLETTE
T027N R111W SEC-0029 NENE
58344-00 USA W-35398 07/01/1972 BK 63 PG 605 WY SUBLETTE
T027N R111W SEC-0008 SWSE
T027N R111W SEC-0017 NE
58345-00 USA W-35399 07/01/1972 BK 64 PG 633 WY SUBLETTE
T027N R111W SEC-0015 N2
58346-00 USA W-36422 10/01/1972 BK 57 PG 359 WY SUBLETTE
T027N R111W SEC-0022 N2
<PAGE>
T027N R111W SEC-0023 ALL
T027N R111W SEC-0025 SE, W2
T027N R111W SEC-0026 ALL
58347-00 USA W-51347 08/01/1975 BK 61 PG 447 WY SUBLETTE
T027N R111W SEC-0005 NW,SW
T027N R111W SEC-0006 SE, S2NE
T027N R111W SEC-0007 NE
T027N R111W SEC-0008 NW, N2SW
58348-00 USA W-54136 04/01/1976 BK 64 PG 638 WY SUBLETTE
T027N R111W SEC-0014 ALL
T027N R111W SEC-0015 S2
58349-00 USA W-54137 04/01/1976 BK 64 PG 155 WY SUBLETTE
T027N R111W SEC-0017 SE
T027N R111W SEC-0020 NE
58350-00 USA W-58724 05/01/1977 BK 54 PG 470 WY SUBLETTE
T027N R111W SEC-0019 LOTS 1-4, E2W2, W2SE, SWNE
T027N R111W SEC-0030 LOTS 1-3, E2W2, E2
58351-00 USA W-59776 09/01/1977 BK 64 PG 278 WY SUBLETTE
T027N R111W SEC-0020 NESW
58352-00 USA W-62117 02/01/1978 BK 60 PG 198 WY SUBLETTE
T027N R111W SEC-0028 NW, N2SW, SESW
58353-00 USA W-62508 11/01/1978 BK 57 PG 187 WY SUBLETTE
T027N R111W SEC-0029 SE, SENE, W2, W2NE
58354-00 USA W-62875 04/01/1978 BK 68 PG 533 WY SUBLETTE
T027N R111W SEC-0030 LOT 4
58355-00 USA W-63490 06/01/1978 BK 66 PG 168 WY SUBLETTE
T027N R111W SEC-0032 NW, N2SW, LOT 2
58356-00 USA W-63821 07/01/1978 BK 57 PG 195 WY SUBLETTE
T027N R111W SEC-0032 LOTS 3 AND 4, N2SE, NE
<PAGE>
58357-00 USA W-67808 06/01/1979 BK PG WY SUBLETTE
T027N R111W SEC-0006 N2NE
T027N R111W SEC-0007 SE
T027N R111W SEC-0018 E2NE, E2SE
T027N R111W SEC-0019 E2NE, E2SE
58358-00 USA W-68116 07/01/1979 BK708 PG1493 WY SWEETWATER
T026N R111W SEC-0004 SW, LOTS 1-4, S2N2, SE
T026N R111W SEC-0010 S2N2
58359-00 USA W-68117 07/01/1979 BK 59 PG 7 WY SUBLETTE
T027N R111W SEC-0008 S2SW
T027N R111W SEC-0017 W2
T027N R111W SEC-0020 NW, NWSW, SE, S2SW
58360-00 USA W-68454 09/01/1979 BK 71 PG 306 WY SUBLETTE
T027N R111W SEC-0028 SWSW
58960-00 USA WYW-034924 04/01/1951 BK PG WY SUBLETTE
T027N R114W SEC-0023 SWNE
58961-00 USA WYW-034927 05/01/1948 BK PG WY SUBLETTE
T027N R114W SEC-0001 W2SW
58962-00 USA WYW-034930 10/01/1950 BK 86 PG 232 WY SUBLETTE
T027N R114W SEC-0022 NENE
T027N R114W SEC-0023 NW, NWNE
58963-00 STATE OF WYOMING #0-20476 01/16/1956 BK150 PG 285 WY SUBLETTE
T028N R114W SEC-0036 N2, N2S2, S2SW
59023-00 USA EV-026053 10/01/1949 BK 86 PG 283 WY SUBLETTE
T029N R113W SEC-0035 NE
59041-00 STATE OF WYOMING #0-11193 05/16/1951 BK 3 PG 350 WY SUBLETTE
T029N R113W SEC-0036 ALL
75114-00 USA WY-0311662 10/01/1964 BK 38 PG 373 WY SUBLETTE
T028N R114W SEC-0005 LOTS 9, 10, 14, 15, 16, 17, 18, 19
T028N R114W SEC-0008 LOTS 2, 3, 4, 5, 6, 7, 8, 9, 10
<PAGE>
11,12,13,14,15,16,17,18,19,20
T028N R114W SEC-0021 SESW, W2SW
75116-00 USA WY-51104 04/01/1966 BK PG WY SUBLETTE
T028N R114W SEC-0017 LOT 4
T208N R115W SEC-0012 NW
75117-00 USA WY-42791 01/01/1974 BK PG WY SUBLETTE
T028N R114W SEC-0005 LOTS, 7, 8, 12
T028N R114W SEC-0021 NESW, N2NW, SENW
75118-00 USA WY-51103 11/01/1965 BK PG WY SUBLETTE
T028N R114W SEC-0017 LOTS 1,2,3,5,6,7,8,9,10,11,
12,13,14,15,16,17,18,19,AND 20
75119-00 USA WY-320213 11/01/1965 BK PG WY SUBLETTE
T028N R114W SEC-0020 LOTS, 1,2,3,4,5,6,7,8,9 10
11,12,13,14,15,16,17,18,19,AND 20
75120-00 USA WY-52811 12/01/1975 BK PG WY SUBLETTE
T028N R114W SEC-0022 NW
75123-00 USA WY-38076 02/01/1973 BK PG WY SUBLETTE
T028N R114W SEC-0009 W2SE, E2SE, N2SW
T028N R114W SEC-0010 SW
75124-00 USA WY-9578 12/01/1967 BK PG WY SUBLETTE
T208N R114W SEC-0003 LOTS 7 THRU 10
LOTS 15 THRU 18
T028N R114W SEC-0004 LOTS 5 THRU 20
T028N R114W SEC-0005 NWSE, S2NE, LOTS 5, 6, 13, 20
T028N R114W SEC-0009 N2
T028N R114W SEC-0010 NW
<PAGE>
50006-00 USA W-125389 09/01/1950 BK PG WY SUBLETTE
T029N R112W SEC-0019 LOTS 3(12.53) 4(12.13). E/2SW SWSE
LOT 2(12.63). NENE,S2NE, N2SE, SESE, SENW
50007-00 USA W-0231774 06/01/1952 BK PG WY SUBLETTE
T028N R113W SEC-0002 S2NE, N2SE, S2SE
50009-00 USA W-0231773 06/01/1952 BK PG WY SUBLETTE
T028N R113W SEC-0001 S2NW, N2SW, S2SW
50010-00 USA EV-022755 10/01/1946 BK PG WY SUBLETTE
T028N R113W SEC-0011 W2
50014-00 USA W-10674 12/31/1938 BK 88 PG 775 WY SUBLETTE
T029N R113W SEC-0014 SENE, E2SE
T029N R113W SEC-0015 S2N2, S2
50016-00 USA W-085597 (ROW) 01/01/1958 BK PG WY SUBLETTE
T027N R113W SEC-0018 SENW (ROW)
50017-00 USA EV-024756-A 06/01/1948 BK PG WY SUBLETTE
T028N R113W SEC-0024 LOT 2
50024-00 USA W-20039 03/01/1969 BK PG WY SUBLETTE
T028N R114W SEC-0033 SWNE
50026-00 USA W-054585 07/01/1951 BK PG WY SUBLETTE
T027N R113W SEC-0012 NENW, SWSW
50043-00 USA W-71775 11/01/1948 BK PG WY LINCOLN
T023N R112W SEC-0027 NESW, SE, SESW, S2NE, W2SW
50044-00 USA W-71776 11/01/1948 BK 32 PG 228 WY LINCOLN
T023N R112W SEC-0028 NESW, NW, SE, SESW
50045-00 USA W-92975 11/011948 BK 32 PG 228 WY LINCOLN
T023N R112W SEC-0021 W2
T023N R112W SEC-0028 W2SW
50055-00 USA EV-025548 01/01/1948 BK PG WY SUBLETTE
T027N R112W SEC-0026 ALL
T027N R112W SEC-0027 E2
<PAGE>
50056-00 USA W-05923 06/01/1951 BK PG WY SUBLETTE
T022N R112W SEC-0009 S2
50057-00 USA W-45370 06/01/1951 BK PG WY LINCOLN
T022N R112W SEC-0020 E2SW, SE, SENW, S2NE
T022N R112W SEC-0021 NWSW, SWNW
50058-00 USA W-45371 06/01/1951 BK PG WY LINCOLN
T022N R112W SEC-0028 NWNW
50060-00 USA W-0319563 10/01/1965 BK PG WY LINCOLN
T022N R112W SEC-0034 NW
50061-00 USA W-05924 06/01/1951 BK PG WY LINCOLN
T022N R112W SEC-0015 N2S2, SWSW
T022N R112W SEC-0022 N2, S2,
T022N R112W SEC-0026 NE
50062-00 USA W-05925 06/01/1951 BK PG WY LINCOLN
T022N R112W SEC-0026 N2SE, SWSE, W2
T022N R112W SEC-0028 E2, E2W2, SWNW, W2SW
50063-00 USA W-71772 06/01/1951 BK PG WY LINCOLN
T022N R112W SEC-0010 SE, E2SW, NWSW, SWSW
T022N R112W SEC-0020 W2W2, NENW, N2NE
T022N R112W SEC-0021 N2N2
50064-00 USA W-71773 06/01/1951 BK PG WY LINCOLN
T022N R112W SEC-0029 NWNW
50072-00 USA EV-024528 01/01/1955 BK PG WY SUBLETTE
T028N R112W SEC-0028 SENE, W2NE, W2, SE
T028N R112W SEC-0029 E2E2
50073-00 USA W-035077 12/01/1955 BK PG WY SUBLETTE
T028N R112W SEC-0032 E2E2
50074-00 USA EV-024469 12/01/1948 BK PG WY SUBLETTE
T028N R112W SEC-0017 N2NE, E2SE, SWSE
T028N R112W SEC-0020 E2NE, W2NE, SE
<PAGE>
T028N R112W SEC-0021 ALL
50079-00 USA EV-024735 01/01/1949 BK PG WY SUBLETTE
T028N R112W SEC-0006 W2 LOT 2 E2 LOT 2
50080-00 USA EV-026175 08/01/1950 BK PG WY SUBLETTE
T028N R112W SEC-0004 LOTS 1,2,3,6,7,8,9,10,11,SE,E2SW,SWSW
50081-00 USA EV-023340 07/01/1948 BK PG WY SUBLETTE
T028N R112W SEC-0008 NW, W2SW
50086-00 USA W-53497 08/01/1950 BK PG WY SUBLETTE
T028N R112W SEC-0008 E2, E2SW
T028N R112W SEC-0009 N2, S2
50092-00 USA EV-020363 07/01/1948 BK PG WY SUBLETTE
T028N R113W SEC-0032 LOTS 2,5
50095-00 USA EV-022281 07/01/1948 BK 32 PG 690 WY SUBLETTE
T028N R113W SEC-0027 LOTS 1,4,5,7,8
50096-00 USA EV-022285 10/01/1946 BK PG WY SUBLETTE
T028N R113W SEC-0009 ALL
50098-00 USA EV-023969 07/01/1948 BK 32 PG 37 WY SUBLETTE
T028N R113W SEC-0008 W2W2
T028N R113W SEC-0027 LOTS 2,3,
T028N R113W SEC-0029 W2NW
50100-00 USA EV-025535 08/01/1946 BK PG WY SUBLETTE
T028N R113W SEC-0010 W2
50104-00 USA EV-025992 03/01/1950 BK PG WY SUBLETTE
T029N R113W SEC-0027 SWNW
50105-00 USA WY 0516 05/01/1950 BK PG WY SUBLETTE
T029N R113W SEC-0033 E2
50106-00 USA W-0636 04/01/1950 BK PG WY SUBLETTE
T028N R113W SEC-0005 SW, SWNW
50108-00 USA CH-082277 06/01/1950 BK PG WY SUBLETTE
T029N R113W SEC-0028 S2NE4, SE4
50109-00 ST WY 0-7395 09/16/1948 BK PG WY SUBLETTE
T029N R113W SEC-0016 E2, NW, SW
<PAGE>
50110-00 WILLIAM J. MCGINNIS ET AL 07/30/1947 BK 2 PG 162 WY SUBLETTE
T028N R113W SEC-0017 TRACT 38 (AKA NESW)
TRACT 40 (AKA SWSE)
50114-00 ST WY #0-04732 09/16/1944 BK 36 PG 155 WY SUBLETTE
T028N R113W SEC-0016 ALL (RESURVEY TRACT 37)
50115-00 USA W-04732 02/01/1951 BK PG WY SUBLETTE
T028N R113W SEC-0004 LOTS 7,8, S2NW, SW
50116-00 USA W-026038-A 02/01/1950 BK 31 PG 206 WY SUBLETTE
T029N R113W SEC-0021 E2
T029N R113W SEC-0027 NWNW
T029N R113W SEC-0028 N2NE
50117-00 USA W-0195876 02/01/1962 BK PG WY SUBLETTE
T029N R114W SEC-0025 E2NE
50119-00 USA W-04731 02/01/1951 BK PG WY SUBLETTE
T028N R113W SEC-0005 LOTS 5,6,7,8, S2NE, SE, SENW
50120-00 ANDERSON L. MCGINNIS ET UX 07/30/1947 BK 2 PG 156 WY SUBLETTE
T028N R113W SEC-0027 PT OF TRACT 49 (W2NW, SENW)
T028N R113W SEC-0028 PT OF TRACT 49 (NENE)
50121-00 MARY J. HADDENHAM 07/30/1947 BK PG WY SUBLETTE
T028N R113W SEC-0017 W2SW, SESW, (RESURVEYED AND DESCRIBED AS TRACT 39)
50122-00 MARY J. (B) HADDENHAM 07/30/1947 BK 2 PG 153 WY SUBLETTE
T028N R113W SEC-0017 W2SW, SESW (RESURVEYED AND DESCRIBED AS TRACT 39)
50123-00 USA EV-025771 01/01/1948 BK 32 PG 55 WY SUBLETTE
T028N R113W SEC-0022 LOT 2
T028N R113W SEC-0026 LOT 2, SWNW, W2SW
50126-00 USA W-48905 10/01/1948 BK PG WY SUBLETTE
T028N R113W SEC-0016 LOTS 1 THRU 7
T028N R113W SEC-0017 NWNE
T028N R113W SEC-0020 LOTS 2,3,4, S2NW
T028N R113W SEC-0029 SWSE, SESW
<PAGE>
50127-00 USA W-48906 11/01/1946 BK PG WY SUBLETTE
T028N R113W SEC-0020 NWSW
50129-00 USA W-70864 10/17/1980 BK PG WY SUBLETTE
T028N R113W SEC-0028 SENE-50 FT R-O-W
50148-00 USA EV-09561-B 04/23/1935 BK PG WY SUBLETTE
T027N R113W SEC-0017 W2NW
50189-00 USA W-0136175 12/31/1938 BK PG WY SUBLETTE
T030N R113W SEC-0026 SW
T030N R113W SEC-0027 E2NE, W2NE
50190-00 USA W-0136177 04/01/1951 BK 47 PG 103 WY SUBLETTE
T030N R113W SEC-0022 SE
50192-00 USA W-27645 04/01/1951 BK 47 PG 103 wy SUBLETTE
T030N R113W SEC-0010 W2SE, SW, NWNW, E2SE, NE, NENW, S2NW
T030N R113W SEC-0014 S2SW, SWSE, N2SW, NWSE, SESE, W2NE, NW
T030N R113W SEC-0022 NE, E2NW
50193-00 USA W-27644 08/01/1950 BK PG WY SUBLETTE
T030N R1113W SEC-0011 NE, SE
T030N R1113W SEC-0024 W2NW, NWSW, S2SW
50194-00 USA EV-024966 08/01/1949 BK PG WY SUBLETTE
T030N R113W SEC-0023 E2NE, E2NW, E2SE, SW, SWNW, W2NE, W2SE
50203-00 USA W-0231769 06/01/1950 BK PG WY SUBLETTE
T029N R112W SEC-0032 W2NW4
50204-00 USA EVANSTON 024241 05/01/1948 BK 18 PG 92 WY SUBLETTE
T028N R113W SEC-0001 LOTS, 5,6, 9, 10, 11, SWNE, W2SE
T028N R113W SEC-0012 LOTS 1-4, W2E2, W2
T028N R113W SEC-0013 LOTS 1-3, W2E2, NW
50208-00 USA W-04628 02/01/1951 BK PG WY SUBLETTE
T030N R113W SEC-0008 E2SE, NE, NW, W2SE
T030N R113W SEC-0017 E2NE, NESE, NWSE, S2SE, W2NE
<PAGE>
50209-00 USA W-27643 12/01/1948 BK PG WY SUBLETTE
T030N R112W SEC-0030 SENW, E2SW
50217-00 USA W-16770 12/10/1948 BJ PG WY SUBLETTE
T029N R112W SEC-0006 LOT 5, SENW, S2NE, NWSE
T030N R112W SEC-0030 SWNE, LOTS 1-4, SE
T030N R112W SEC-0031 LOTS 3, 4, E2SW, N2SE, SESW, SESE
LOTS 1, 2, E2NW, NE
50219-00 USA W-053447 02/01/1950 BK PG WY SUBLETTE
T029N R112W SEC-0023 S2SW, SWSE
50225-00 USA W-039908 08/01/1956 BK PG WY SUBLETTE
T029N R112 SEC-0024 E/2NW, E/2
T029N R112 SEC-0025 S/2, S/2N/2, N/2SE
T029N R112 SEC-0035 ALL
50226-00 USA W-04101 03/01/1951 BK PG WY SUBLETTE
T030N R112W SEC-0020 E2NE
T030N R112W SEC-0029 NESW, SESW
50259-00 YOSE CATTLE COMPANY 12/17/1981 BK 64 PG 76 WY SUBLETTE
T027N R112W SEC-0003 LOTS 2(34.31 ACS); 3(39.72 ACS); 4(39.71 ACS)
5(45.51 ACS); EXCEPTING FRACTIONAL PARTS OF LOTS 3,
4, & 5, MORE FULLY DESCRIBED IN LEASE
T028N R112W SEC-0026 S/2 SW
T028N R112W SEC-0034 W/2,W/2; NENW; E/2 SW; W/2 SE; SENE; NESE
LOT 1 (23.57 ACS)
T028N R112W SEC-0035 LOT 4(41.92 ACS); W/2 NW; NWSE
LOT8 (35.13 ACS)
50263-00 USA W-077883 07/01/1976 BK PG WY SUBLETTE
T028N R111W SEC-0019 LOTS 2,3,4,E2,E2NENW, SWNENW,E2SW
T028N R111W SEC-0020 E2
T028N R111W SEC-0029 SE, NE
T028N R111W SEC-0032 NE, SE
50266-00 USA W-87038 09/01/1984 BK PG WY SUBLETTE
T029N R112W SEC-0011 SWSW
<PAGE>
50289-01 A L MAHAFFEY 12/26/1956 BK20PR PG 282 WY LINCOLN
T026N R112W SEC-0006 PART OF SEC 6 & 7
T026N R112W SEC-007 PART OF SEC 6 & 7
50289-02 BABE PROBASCO ET UX 12/27/1956 BK 21 PG 31 WY LINCOLN
T026N R112W SEC-0006 BEGIN 148' N SWSE S6 THEN E 610',THEN S 148'
THE E ON SEC LINE BTWN S6&7 FOR 433';THEN N
835';THEN W 1043.5';THEN S 687'TO POINT OF BEGINNING
50131-01 HOWARD A. MAHAFFEY 12/26/1956 BK 20 PG 278 WY LINCOLN
T026N R112W SEC-0006 SEE LEASE FOR METES AND BOUNDS DESCRIPTION
50314-00 GUY DECKER ET UX 03/17/1957 BK 32 PG 377 WY LINCOLN
T026N R112W SEC-0006 LOT 11 OF LOT 8,LOT 1 OF BLOCK 1 OF SECOND ADDITION
TO TOWN OF LABARGE
50137-00 LINCOLN COUNTY #1 05/08/1957 BK 22PR PG 166 WY LINCOLN
T000N R000W SEC-0000 LARGE TOWNLOTS;ORIG TOWNSITE;TULSA-BK9
LOTS 4-7;1ST ADD;TULSA-BK 12, LOTS 13-15
RIVERVIEW ADD-TULSA
- BK A,LT15,-BK B, L1-4,-BK C, L13, 20, 35
- BK E, L15, 16, 19,& 20
50326-00 LINCOLN COUNTY, WYOMING 05/08/1957 BK 22 PG 172 WY LINCOLN
T000N R000W SEC-0000 STREETS & ALLEYS IN LABARGE,WY ORIG PLATTED TULSA,
WY SHOWN ON LINCOLN M/B MAP #1&2 SEE LST FOR LST OF
STREETS & ALLEYS
50328-00 LINCOLN COUNTY, WYOMING 05/08/1957 BK 22 PG 176 WY LINCOLN
T026N R112W SEC-0006 SEE LEASE FOR METES AND BOUNDS DESCRIPTION
T026N R112W SEC-0007 SEE LEASE FOR METES AND BOUNDS DESCRIPTION
T026N R112W SEC-0018 SEE LEASE FOR METES AND BOUNDS DESCRIPTION
T026N R112W SEC-0019 SEE LEASE FOR METES AND BOUNDS DESCRIPTION
T026N R112W SEC-0020 SEE LEASE FORE METES AND BOUNDS DESCRIPTION
50334-00 USA W-8140 06/01/1951 BK PG WY SUBLETTE
T027N R114W SEC-0002 LOTS 1,2,3,4, S2N2, S2 (ALL)
T027N R114W SEC-0003 LOTS 1,2,3,4, S2N2, N2S2
T027N R114W SEC-0004 LOTS 1,2,3,4, S2N2
T028N R114W SEC-0034 S2NE, SENW, S2
T028N R114W SEC-0035 SW
<PAGE>
50338-00 USA W-72405 06/01/1951 BK PG WY SUBLETTE
T027N R114W SEC-0009 W2NW
50339-00 USA W-92223 07/01/1951 BK 65 PG 466 WY SUBLETTE
T027N T114W SEC-0010 S2NE, NW, E2SW, NWSW, SW, N2NE
T027N R114W SEC-0011 W2SW, N2, SE, E2SW
T027N R114W SEC-0012 W2NW, NWNSW
T027N R114W SEC-0014 SWNE, NW, S2, N2NE, SENE
T027N R114W SEC-0015 NE, E2NW, NWNW
50340-00 USA W092222 10/01/1947 BK PG WY SUBLETTE
T027N R114W SEC-0015 NESW, SE
50341-00 USA W-96755 06/01/1953 BK PG WY SUBLETTE
T028N R114W SEC-0027 SE4
50342-00 USA W-96756 06/01/1951 BK PG WY SUBLETTE
T028N R114W SEC-0033 SE
T028N R114W SEC-0034 N2N2, SWNW
50382-00 USA W-42781 01/01/1974 BK PG WY SUBLETTE
T027N R111W SEC-0004 N2
T027N R111W SEC-0005 E2
T027N R111W SEC-0008 NE, N2SE. SESE
T027N R111W SEC-0009 E2, W2
50421-00 USA W-20038 03/01/1969 BK PG WY SUBLETTE
T027N R1114W SEC-0028 E/2NE4, NW/NE, NW/SE
50423-00 USA W-054586 06/01/1953 BK PG WY SUBLETTE
T028N R114W SEC-0015 NE, E2SE
T028N R114W SEC-0022 E2NE, SE
T028N R114W SEC-0027 W2NE, SENE
50426-00 USA W-2121 11/01/1966 BK PG WY SUBLETTE
T028N R114W SEC-0028 SWNE
50433-000 THEODORE JORDAN, ET AL 08/19/1954 BK 10 PG 170 WY SUBLETTE
T029N R113W SEC-0004 S2SE4
<PAGE>
T029N R113W SEC-0009 NE
T029N R113W SEC-0010 N2NW, SENW
50437-00 USA W-19959 08/01/1969 BK 2 PG WY SUBLETTE
T032N R114W SEC-0008 S2NW, N2SW
LOTS 3, 4, S2SW
50438-00 USA W-06009 06/01/1951 BK 2 PG 506 WY SUBLETTE
T032N R114W SEC-0007 LOTS 1 (10.71) 2, (10.05) S2NE
50454-00 USA W-0320844 12/01/1965 BK PG WY SUBLETTE
T029N R114W SEC-0033 NWNW
50505-00 USA W-38503 03/01/1973 BK103 PG 402 WY LINCOLN
T026N R111W SEC-0005 LOTS 1 & 2, S2NE, SE
T026N R111W SEC-0008 E2
50506-00 USA W-57837 03/01/1973 BK552 PG 318 WY SWEETWATER
T026N R111W SEC-0009 ALL
56833-00 USA W-85884 10/01/1984 BK PG WY SUBLETTE
T031N R113W SEC-0030 SENW
56931-00 USA W-107069 01/01/1988 BK 80 PG 747 WY SUBLETTE
T031N R114W SEC-0013 N2, N2SW, SESW, SE
T031N R114W SEC-0014 NW
T031N R114W SEC-0023 NESW, S2SW
T031N R114W SEC-0024 SW
T031N R114W SEC-0025 W2E2, NW, SESE
57396-00 USA WYW-112556 08/01/1988 BK PG WY SUBLETTE
T029N R112W SEC-0009 SESW, SWSE
T029N R112W SEC-0010 S/2S/2
T029N R112W SEC-0015 ALL
57427-00 USA W-113137 10/01/1988 BK 81 PG 756 WY SUBLETTE
T032N R114W SEC-0025 E/2, SENW, SW
57543-00 USA W-113659 12/01/1988 BK 89PR PG 89 WY LINCOLN
T026N R113W SEC-0032 S/2NE, NW, N/2SW, SWSW, SE
<PAGE>
T026N R113W SEC-0033 SWNW, S/2
57544-00 USA W-113654 12/01/1988 BK267PR PG 383 WY LINCOLN
T025N R113W SEC-0017 ALL
T025N R113W SEC-0020 ALL
T025N R113W SEC-0021 ALL
57545-00 USA W-113651 12/01/1988 BK267 PG 391 WY LINCOLN
T025N R113W SEC-0004 NENE
T025N R113W SEC-0005 E2, N2NW
T025N R113W SEC-0006 LOTS 1, 6, 10, E2
T025N R113W SEC-0007 LOTS 3, 4, 6, THRU 12, NENE, SE, S2NE
T025N R113W SEC-0008 NE, N2SE, SW, SWSE, S2NW
T025N R113W SEC-0009 NESW, S2SW, W2NW
57546-00 USA WYW-113644 12/01/1988 BK 82 PG 153 WY SUBLETTE
T028N R112W SEC-0032 NWSW
57547-00 USA WYW-113645 12/01/1988 BK 82 PG 165 WY SUBLETTE
T029N R112W SEC-0017 NENW, SWNW, W/2SW
T029N R112W SEC-0020 NENW
T029N R112W SEC-0026 W/2NE, SENE, W/2, SE
T029N R112W SEC-0030 NENE
57548-00 USA W-113661 12/01/1988 BK 82 PG 250 WY SUBLETTE
T029N R113W SEC-0001 LOT 2, SWNE
T029N R113W SEC-0006 LOTS 1 THRU 4
T029N R113W SEC-0007 LOT 3, 4, E/2SW, W/2SE, SESE
57641-00 USA WYW-114579 02/01/1989 BK 82 PG 446 WY SUBLETTE
T027N R112W SEC-002 THAT PORTION OF GREEN RIVER RIPARIAN TO LOT 5, BEING
MORE PARTICULARLY DESCRIBED ON LEASE
57824-00 USA WY-115956 06/01/1989 BK 83 PG 364 WY SUBLETTE
T028N R112W SEC-0010 S/2NE, SE
T028N R112W SEC-0011 SWNW, NWSW
<PAGE>
57825-00 USA WYW-115961 06/01/1989 BK 83 PG 373 WY SUBLETTE
T030N R113W SEC-0007 E/2SE
T030N R113W SEC-0008 NWSW
T030N R113W SEC-0018 NENE
57826-00 USA WYW-115960 06/01/1989 BK 83 PG 379 WY SUBLETTE
T028N R113W SEC-0013 LOT 4
T028N R113W SEC-0024 LOT 1
57952-01 DUANE HARWARD ET UX TRUST 04/21/1989 BK275PR PG 142 WY LINCOLN
T026M R112W SEC-0019 S/2SE, SESW, LESS HIGHWAY TRACT,MORE FULLY DESCRIBED
IN BOOK 21 AT PAGE 143 OF THE REGISTER OF DEEDS,
LINCOLN COUNTY, WY.
57952-02 DIAMOND H RANCH, INC. 02/28/1989 BK275PR PG 488 WY LINCOLN
T026N R112W SEC-0019 S/2SE, SESW, LESS HIGHWAY TRACT, MORE FULLY
DESCRIBED IN BOOK 21 PAGE 143 AND LESS THE EUBANK
FOOTHILL ESTATES,MORE FULLY DESCRIBED AT PLAT #314
OF THE OFFICE OF THE REGISTER OF DEEDS, LINCOLN CO.,
WY.
57952-03 WILLIAM B SPENCER ET UX 04/21/1989 BK275PR PG 140 WY LINCOLN
T026N R112W SEC-0019 S/2SE, SESW, LESS A HIGHWAY TRACT,MORE FULLY
DESCRIBED IN BOOK 21 AT PAGE 143 OF OFFICE OF
REGISTER OF DEEDS, LINCOLN CO., WY.
57952-04 MARY H LAMBERT ET AL 04/21/1989 BK275PR PG 140 WY LINCOLN
T026N R112W SEC-0019 S/2SE, SESW, LESS A HIGHWAY TRACT,MORE FULLY
DESCRIBED IN BOOK 21 AT PAGE 143 OF OFFICE OF
REGISTER OF DEEDS, LINCOLN CO.,WY
57952-05 ISABEL H SPENCER TRUST 04/21/1989 BK275PR PG 148 WY LINCOLN
T026N R112W SEC-0019 S/2SE, SESW, LESS A HIGHWAY TRACT,MORE FULLY
DESCRIBED IN BOOK 21 AT PAGE 143 OF OFFICE OF
REGISTER OF DEEDS, LINCOLN CO., WY.
57952-06 WILLIAM B SPENCER TRUST 04/21/1989 BK275PR PG 146 WY LINCOLN
T026N R112W SEC-0019 S/2SE, SESW, LESS A HIGHWAY TRACT,MORE FULLY
DESCRIBED IN BOOK 21 AT PAGE 143 OF OFFICE OF
REGISTER OF DEEDS, LINCOLN, CO., WY
57952-07 JEAN S STEPHENS 04/21/1989 BK275PR PG 150 WY LINCOLN
T026N R112W SEC-0019 S/2SE, SESW, LESS A HIGHWAY TRACT,MORE FULLY
DESCRIBED IN BOOK 21 AT PAGE 143 OF OFFICE OF
REGISTER OF DEEDS, LINCOLN, CO., WY
57952-08 GLENISLA HUNTER ET AL 04/21/1989 BK275PR PG 152 WY LINCOLN
T026N R112W SEC-0019 S/2SE, SESW, LESS A HIGHWAY TRACT, MORE FULLY
<PAGE>
DESCRIBED IN BOOK 21 AT PAGE 143 OF OFFICE OF
REGISTER OF DEEDS, LINCOLN CO., WY
57952-09 LOIS S BRADY 04/21/1989 BK275PR PG154 WY LINCOLN
T026N R112W SEC-0019 S/2SE, SESW, LESS A HIGHWAY TRACT,MORE FULLY
DESCRIBED IN BOOK 21 AT PAGE 143 OF OFFICE OF
REGISTER OF DEEDS, LINCOLN CO., WY
57952-10 EUBANK CATTLE COMPANY 05/30/1989 BK276PR PG 303 WY LINCOLN
T026N R112W SEC-0019 TRACT OF LAND IN SESW, S/2SE, KNOWN AS THE EUBANK
FOOTHILL ESTATE, RECORDED AT PLAT #314 IN OFFICE
OF REGISTER OF DEEDS, LINCOLN CO., WY
58055-05 MILLER ROBERT M JR ET UX 06/22/1989 BK 83 PG 679 WY SUBLETTE
T029N R112W SEC-0004 W/2SW
T029N R112W SEC-0005 E/2SE, SWSE
T029N R112W SEC-0008 E/2
T029N R112W SEC-0009 W/2W/2
58188-00 USA WYW-117869 11/01/1989 BK 85 PG 426 WY SUBLETTE
T027N R112W SEC-0002 BED OF GREEN RIVER RIPARIAN TO LOTS 6 - 8
***SEE LEASE FOR COMPLETE DESCRIPTION***
T027N R112W SEC-0003 BED OF GREEN RIVER RIPARIAN TO LOTS 1, 6, 7, 10, 11
***SEE LEASE FOR COMPLETE DESCRIPTION***
T027N R112W SEC-0034 BED OF GREEN RIVER RIPARIAN TO LOT 2
***SEE LEASE FOR COMPLETE DESCRIPTION***
58189-00 USA W-117878 11/01/1989 BK 84 PG 606 WY SUBLETTE
T031N R114W SEC-0009 S/2
T031 R114W SEC-0010 N/2
T031N R114W SEC-0014 N/2SW
58190-00 USA WYW-117867 11/01/1989 BK 85 PG 419 WY SUBLETTE
T028N R111W SEC-0003 SW
T018N R111W SEC-0002 ALL
T028N R111W SEC-0027 ALL
58193-00 STATE OF WY-8900650 10/02/1989 BK 84 PG 614 WY SUBLETTE
T031N R114W SEC-0016 W/2
58419-00 STATE OF WYOMING #89-00780 12/02/1989 BK 85 PG 389 WY SUBLETTE
<PAGE>
T030N R112W SEC-0016 ALL
58420-00 STATE OF WYOMING #89-00781 12/02/1989 BK 85 PG 39 WY SUBLETTE
T030N R112W SEC-0028 S/2NE
58421-00 STATE OF WYOMING #89-00782 12/02/1989 BK 85 PG 393 WY SUBLETTE
T030N R112W SEC-0032 NESE, SWSE
58423-00 USA WY-95121 11/01/1985 BK 84 PG 623 WY SUBLETTE
T030N R112W SEC-0007 LOTS 2, 3, 4,, W/2NE, SENE, E/2SW, (LESS 6 ACRES)
T030N R112W SEC-0027 SWSE
T030N R112W SEC-0032 NWSE
58424-00 USA WYW-118696 01/01/1990 BK 85 PG 382 WY SUBLETTE
T031N R114W SEC-0005 LOT 4(41.15), SWNW, NWSW, S/2S/2
T031N R114W SEC-0008 NE, S/2
T031N R114W SEC-0017 ALL
T031N R114W SEC-0020 ALL
58521-00 GORDON W BRAY, ET UX 11/10/1989 BK 84 PG 653 WY SUBLETTE
T030N R112W SEC-0026 W/2SW, SWNW
T030N R112W SEC-0027 S/2NE, N/2SE, SESE
T030N R112W SEC-0034 N/2NE, E/2NW
58551-00 USA W-106177 11/01/1987 BK PG WY SUBLETTE
T030N R112W SEC-0015 NWNW
T030N R112W SEC-0017 N/2NW (LESS 1.37 ACRES, MORE OR LESS IN
T030N R112W SEC-0020 W/2E/2, SENW, NESW
58561-01 HELEN JENKINS O'NEIL 12/12/1989 BK 85 PG 91 WY SUBLETTE
T030N R112W SEC-0020 E/2SE
T030N R112W SEC-0021 NWNE, S/2NE, W/2, SE
T030N R112W SEC-0022 NWSW
T030N R112W SEC-0028 N/2N/2, S/2NW, S/2
58561-02 MIRIAM JENKINS BAILEY 12/11/1989 BK 85 PG 87 WY SUBLETTE
T030N R112W SEC-0020 E/2SE
<PAGE>
T030N R112W SEC-0021 NWNE, S/2NE, W/2, SE
T030N R112W SEC-0022 NWSW
T030N R112W SEC-0028 N/2N/2, S/2NW,S/2
58561-03 JOHN PERRY BARLOW, ET UX 12/11/1989 BK 85 PG WY SUBLETTE
T030N R112W SEC-0020 E/2SE
T030N R112W SEC-0021 NWNE, S/2NE, W/2, SE
T030N R112W SEC-0022 NWSW
T030N R112W SEC-0028 N/2N/2, S/2NW, S/2
58562-00 BRUCE E JONES ET UX 11/13/1989 BK281PR PG 592 WY LINCOLN
T025N R113W SEC-0006 LOTS 3(17.85),4(17.00),5(40.00),7(40.00), 11(40.00)
59157-01 PAUL HOMER, ET UX 05/22/1990 BK 86 PG 559 WY SUBLETTE
T030N R112W SEC-0032 S/2, SW/4
59157-02 WILLIAM CHARLES CHRISTY 05/23/1990 BK 86 PG 571 WY SUBLETTE
T030N R112W SEC-0032 S/2, SW/4
59157-03 KIMBERLY S CHRISTY, ET UX 05/22/1990 BK 86 PG 567 WY SUBLETTE
T030N R112W SEC-0032 S/2, SW/4
59157-04 CATHLEEN E CHRISTY THOMAS 05/22/1990 BK 86 PG 563 WY SUBLETTE
T030 R112W SEC-0032 S/2, SW/4
59162-00 USA WYW-112560 07/01/1988 BK PG WY SUBLETTE
T030N R112W SEC-0013 N/2, NE/4 AND SE/4, NE/4
T030N R112W SEC-0025 ALL
T030N R112W SEC-0026 N/2 AND SE/4
T030N R112W SEC-0035 W/2
59195-00 USA WYW-121426 10/01/1990 BK 86 PG 718 WY SUBLETTE
T031N R114W SEC-0012 E2
75002-00 USA WY-107066 01/01/1988 BK PG WY SUBLETTE
T024N R114W SEC-0004 LOT 13
T024N R114W SEC-0008 NE, SW
T024N R114W SEC-0017 N2, SW
T024N R114W SEC-0020 N2, N2S2, S2SW
<PAGE>
75004-00 USA WYW-122224 11/01/1990 BK PG WY LINCOLN
T025N R112W SEC-0027 NENE, LOTS 1,2,6
75025-01 ELIZABETH D BENNETT 06/01/1990 BK291PR PG 311 WY LINCOLN
T025N R112W SEC-0005 LOT 9(1.50), 13(43.03), NWSE AND THE RIPARIAN RIGHTS
TO LOTS 9 & 13
T025N R112W SEC-0008 NENW, LOT 1
75025-02 DORISE E HOUSLEY 10/24/1990 BK291PR PG 455 WY LINCOLN
T025N R112W SEC-0005 LOTS 9(21.50), NWSE AND THE RIPARIAN RIGHTS
TO LOTS 9 & 13
T025N R112W SEC-0008 NENW, LOT 1
75025-03 DENESE STACY 10/24/1990 BK291PR PG 398 WY LINCOLN
T025N R112W SEC-0005 LOTS 9(21.50),13(43.03), NWSE AND THE RIPARIAN
RIGHTS TO LOTS 9 & 13
T025N R112W SEC-0008 NENW, LOT 1
75025-04 ALVIN MARX, ET UX 10/24/1990 BK291PR PG 638 WY LINCOLN
T025N R112W SEC-0005 LOTS 9(21.50),13(43.03),NWSE AND THE RIPARIAN RIGHTS
TO LOTS 9 & 13
T025N R112W SEC-0008 NENW, LOT 1
75025-05 ERWIN MARX, ET UX 10/24/1990 BK291PR PG 453 WY LINCOLN
T025N R112W SEC-0005 LOTS 9(21.50),13(43.03),NWSE AND THE RIPARIAN RIGHTS
TO LOTS 9 & 13
T025N R112W SEC-0008 NENW, LOT 1
75025-06 DOROTHY J MCGINNIS ET VIR 10/24/1990 BK291PR PG 396 WY LINCOLN
T025N R112W SEC-0005 LOTS 9(21.50),13(43.03),NWSE AND THE RIPARIAN RIGHTS
TO LOTS 9 & 13
T025N R112W SEC-0008 NENW, LOT 1
75025-07 ELDON E MARX, ET UX 10/24/1990 BK291PR PG 394 WY LINCOLN
T025N R112W SEC-0005 LOTS 9(21.50),13(43.03),NWSE AND THE RIPARIAN RIGHTS
TO LOTS 9 & 13
T025N R112W SEC-0008 NENW, LOT 1
75026-00 RUBY D JETKOSKI, ET AL 06/13/1990 BK288PR PG 92 WY LINCOLN
T025N R112W SEC-0027 LOTS 4(21.68), 5(36.03), 9(25.66), 10(39.93)
AND ALL RIPARIAN RIGHTS TO SAID LOTS, S2SW, W2SE
T025N R112W SEC-0028 LOTS 8(37.79), 9(14.07)
<PAGE>
75034-00 USA WYW-109319 (ROW) 12/28/1988 BK PG WY LINCOLN
T026N R111W SEC-0005 SESW, THE RIGHT-OF-WAY IS 50 FEET WIDE,1749 FEET
LONG. SWSE, THE RIGHT-OF-WAY IS 50 FEET WIDE,1749
FEET LONG
T026N R111W SEC-0008 NENW, THE RIGHT-OF-WAY IS 50 FEET WIDE,1749 FEET
LONG
75035-01 BRUCE E JONES, ET UX 06/09/1990 BK288PR PG 86 WY SUBLETTE
T025N R112W SEC-0000 A PARCEL OF LAND CONSISTING OF THOSE PORTIONS OF
NWNW OF SECTION 29, THE W/2W/2 OF SECTION 20, AND
THE SWSW OF SECTION 17,AFORESAID TOWNSHIP AND
RANGE,LYING EAST OF THE FOLLOWING DESCRIBED LINE
(SAID LINE BEING THE WESTERLY RIGHT OF WAY BOUNDARY
OF THE PROPOSED RELOCATED WYOMING STATE HIGHWAY
#189); BEGINNING AT A POINT ON THE SOUTH LINE OF
SAID NWNW OF SECTION 29, WHENCE THE NW CORNER OF
SAID SECTION 29 BEARS N 40 DEGREES 00' W, 1747;
THENCE ALONG A REGULAR CURVE TO THE RIGHT (THE
TANGENT TO THE CURVE AT SAID POINT BEING IN 39
DEGREE 55' WEST), HAVING A RADIUS OF 4407.37 FEET
FOR AN ARC DISTANCE OF 4791.6'; THENCE N 22 DEGREE
20' EAST, 1346.8 FEET; THENCE ALONG A REGULAR CURVE
TO THE LEFT WITH A RADIUS OF 3744.7' FOR AN ARC
DISTANCE OF 2019.2; THENCE N 81 DEGREE 26' EAST 15
FEET TO A POINT IN SAID SWSW OF SECTION 17' SAID
POINT BEING ON THE WESTERLY RIGHT OF WAY BOUNDARY OF
WYOMING STATE HIGHWAY #189 AS NOW CONSTRUCTED,
WHENCE THE SW CORNER OF SECTION 17 BEARS SOUTH 47
DEGREE 12' WEST 1661.7'
T025N R112W SEC-008 THOSE PORTIONS OF LOTS 3,6, AN 7 LYING EAST OF THE
EASTERLY RIGHT OF WAY BOUNDARY OF WYOMING STATE
HIGHWAY #189
T025N R112W SEC-0017 THAT PORTION OF THE SWNW AND NWSW LYING WEST OF THE
WESTERLY RIGHT OF WAY BOUNDARY OF WYOMING STATE
HIGHWAY #189 AND THAT PORTION OF THE SWSW LYING WEST
OF THE WESTERLY RIGHT OF WAY BOUNDARY OF WYOMING
STATE HIGHWAY #189; AND NORTH OF THE ACCESS DIRT
ROAD LOT 2(17.72), 3(29.79), 6(37.38) AND THOSE
PORTIONS OF THE SESW, W/2NW AND NWSW, LYING EAST OF
THE EASTERLY RIGHT OF WAY BOUNDARY OF WYOMING STATE
HIGHWAY #189
T025N R112W SEC-0018 SENE, NESE AND THAT PORTION OF THE SESE LYING NORTH
OF THE ACCESS ROAD
T025N R112W SEC-0020 LOTS 2(29.19), 5(9.29), 9(29.12), NWSE
T025N R112W SEC-0021 LOT 1
T025N R112W SEC-0027 LOT 3
T025N R112W SEC-0028 LOT 3-7
T025N R112W SEC-0029 LOTS 1,2 7
75035-2 CECIL R JONES, ET UX 06/09/1990 BK288PR PG 89 WY LINCOLN
T025N R112W SEC-0000 A PARCEL OF LAND CONSISTING OF THOSE PORTIONS OF
<PAGE>
NWN OF SECTION 29, THE W/2W/2 OF SECTION 20, AND THE
SWSW OF SECTION 17,AFORESAID TOWNSHIP AND RANGE,
LYING EAST OF THE FOLLOWING DESCRIBED LINE (SAID
LINE BEING THE WESTERLY RIGHT OF WAY OF THE PROPOSED
RELOCATED WYOMING STATE HIGHWAY #189); BEGINNING AT
A POINT ON THE SOUTH LINE OF SAID NWNW OF SECTION
29, WHENCE THE NW CORNER OF SAID SECTION 29 BEARS N
40 DEGREES 00' W. 1747'; THENCE ALONG A REGULAR
CURVE TO THE RIGHT (THE TANGENT TO THE CURVE AT SAID
POINT BEING N 39 DEGREE 55' WEST), HAVING A RADIUS
OF 4407.37 FEET OF AN ARC DISTANCE OF 4791.6';
THENCE N 22 DEGREE 20' EAST, 1346.8 FEET; THENCE
ALONG A REGULAR CURVE TO THE LEFT WITH A RADIUS OF
3744.7' FOR AN ARC DISTANCE OF 2019.2; THENCE N 81
DEGREE 26' EAST 15 FEET TO A POINT IN SAID SWSW OF
SECTION 17, SAID POINT BEING ON THE WESTERLY RIGHT
OF WAY BOUNDARY OF WYOMING STATE HIGHWAY #189 AS NOW
CONSTRUCTED. WHENCE THE SW CORNER OF SECTION 17
BEARS SOUTH 47 DEGREE 12' WEST 1661.7
T025N R112W SEC-0008 THOSE PORTIONS OF LOTS 3, 6, AND 7 LYING EAST OF THE
EASTERLY RIGHT OF WAY BOUNDARY OF WYOMING STATE
HIGHWAY #189
T025N R112W SEC-0017 LOTS 2(17.72), 3(29.79), 637.38, AND THOSE PORTIONS
OF THE SESW, W/2NW AND NWSW, LYING EAST OF THE
EASTERLY RIGHT OF WAY BOUNDARY OF WYOMING STATE
HIGHWAY # 189 ***SEE SECTION 0000 FOR ACREAGE***
T025N R112W SEC-0019 SESE, NESE AND THAT PORTION OF THE NENE LYING AND
BEING SITUATE WESTERLY OF THE W RIGHT OF WAY LINE OF
STATE HIGHWAY #189 AND BOUNDED ON THE N BY THAT
CERTAIN LINE AS DEEDED IN BOOK 84 PHOTOSTATIC
RECORDS AT PAGE 209 IN LINCOLN CO., WY
T025N R112W SEC-0020 THAT PORTION OF THE W2W2 LYING AND BEING SITUATE
WESTERLY OF THE W RIGHT OF WAY LINE OF STATE HIGHWAY
#189, AND BOUNDED ON THE N BY THAT CERTAIN RIGHT OF
WAY CENTER LINE AS DEEDED IN BOOK 884 PHOTOSTATIC
RECORDS AT PG 209, LINCOLN CO., WY
LOTS 2(29.19), 5(9.29), 9(29.12), 10(23.65), NWSE
T025N R112W SEC-0021 LOT 1
T025N R112W SEC-0027 LOT 3
T025N R112W SEC-0028 LOT 3-7
T025N R112W SEC-0029 THAT PORTION OF THE NWNW LYING AND BEING SITUATE
WESTERLY OF THE W RIGHT OF WAY LINE OF STATE HIGHWAY
#189. LOTS 1, 2, 7
75044-00 USA WYW-82343 02/01/1983 BK PG WY SUBLETTE
T030N R113W SEC-0005 N2SE, SWSE
T030N R113W SEC-0007 NE
<PAGE>
75045-00 ARDATH E HARMISON 11/08/1990 BK292 PG 594 WY LINCOLN
T025N R112W SEC-0008 LOTS 4, 5, AND 8
T025N R112W SEC-0017 LOT 1 AND NWNE
75046-00 USA WYW-113668 12/01/1988 BK PG WY LINCOLN
T025N R114W SEC-0001 LOTS 1-5, 8-11, 13-18, AND W/2
T025N R114W SEC-0002 N2, SE
T025N R114W SEC-0003 ALL
T025N R114W SEC-0034 TOWNSHIP 25 1/2M-RANGE 114W
LOTS 1, 2, 3, 4
T025N R114W SEC-0035 TOWNSHIP 25 1/2N-RANGE 114W
LOTS 3, 4
75111-00 USA WYW-125000 10/01/1991 BK 87 PG 720 WY SUBLETTE
T027N R112W SEC-0003 LOTS 1, 6, 7, 10, 11
T027N R112W SEC-0003 LOTS 1, 6, 7, 10, 11
75115-00 USA W-26615 12/01/1970 BK PG WY SUBLETTE
T028N R114W SEC-0005 SWSE E - RECORD TITLE
75121-00 USA WY-43217 02/01/1974 BK PG WY SUBLETTE
T028N R114W SEC-0008 LOT 1
75122-00 USA WY-6317 07/01/1967 BK PG WY SUBLETTE
T028N R114W SEC-0005 LOT 11
74127-00 USA WY-320214 11/01/1965 BK PG WY SUBLETTE
T029N R114W SEC-0034 N2, N2S2, LOTS 1-4
T029N R114W SEC-0035 N2, N2S2, LOTS 1-4
75171-00 STATE OF WYOMING 89-00105 02/02/1989 BK PG WY LINCOLN
T026N R113W SEC-0022 S2SW
75173-00 USA WYW-126688 05/01/1992 BK PG WY LINCOLN
T024N R114W SEC-0007 NE
T025N R114W SEC-0008 NW
T024N R114W SEC-0021 SW
<PAGE>
50029-00 USA EV-26176-B 08/01/1950 BK PG WY SUBLETTE
T030N R113W SEC-0032 NENE
50031-00 USA W-21127 12/31/1938 BK PG WY SUBLETTE
T030N R113W SEC-0027 NW4, S2
T030N R113W SEC-0034 NE
50033-00 USA W-21128 04/01/1951 BK PG WY SUBLETTE
T030N R113W SEC-0022 SW
50188-00 USA W-05991 06/01/1951 BK PG WY SUBLETTE
T030N R113W SEC-0003 LOTS 1(40.50), 2(39.99), 3(39.95), 4(39.90)
T030N R113W SEC-0004 LOTS 1(39.89) 2(39.90)
50271-00 USA W-044101 10/01/1950 BK PG WY LINCOLN
T026N R113W SEC-0017 E2
T026N R113W SEC-0020 N2
T026N R113W SEC-0021 N2
57542-00 USA WYW-113640 12/01/1988 BK 82 PG 160 WY SUBLETTE
T027N R111W SEC-0012 N/2, E/2SW, SE
T027N R111W SEC-0013 N/2
T027N R111W SEC-0024 N/2, SW
57575-00 USA WYW-114336 03/01/1979 BK PG WY SUBLETTE
T031N R113W SEC-0030 SE, S2NE
57607-00 MICKELSON GORDON ET UX 11/01/1988 BK 82 PG 289 WY SUBLETTE
T031N R113W SEC-0019 S2NE
58006-00 USA WYW-116386 10/01/1984 BK PG WY SUBLETTE
T031N R113W SEC-0028 NESW
T031N R113W SEC-0033 SENE
58083-00 ALSADE, LTD. 09/09/1989 BK PG WY SUBLETTE
T031N R113W SEC-0029 EXISTING ACCESS ROAD LOCATED; SWSE,NWSW,SWNW
EITHER SIDE OF CENTERLINE, FOR THE PURPOSE OF
INGRESS AND EGRESS ONLY.
58187-00 USA W-117895 11/01/1989 BK 84 PG 597 WY SUBLETTE
<PAGE>
T031N R113W SEC-0020 NESW, S/2SW, N/2SE, SWSE
T031N R113W SEC-0021 SWNW, NESW, W/2SE
T031N R113W SEC-0028 N/2NW
75048-00 USA W-107067 02/01/1988 BK PG WY SUBLETTE
T025N R114W SEC-0024 LOTS 1-12, W/2
75256-00 USA EV-023768 12/01/1947 BK 31 PG 429 WY SUBLETTE
T025N R113W SEC-0020 SWSW
75257-00 USA EV-022879 07/01/1947 BK 30 PG 545 WY SUBLETTE
T028N R113W SEC-0019 LOTS 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17
75258-00 USA EV-023328 10/01/1948 BK 33 PG 637 WY SUBLETTE
T028N R113W SEC-0030 N2NE
75259-00 USA EV-023553 06/01/1948 BK 33 PG 193 WY SUBLETTE
T028N R113W SEC-0030 S2NE
75260-00 USA WY-01495 02/01/1950 BK 34 PG 83 WY SUBLETTE
T028N R113W SEC-0018 LOTS 11, 12,13, 14, 15, 16, 17, 18, W2SE
75237-00 ST WY-86-00117 02/02/1986 BK236 PG 470 WY LINCOLN
T026N R112W SEC-0016 NW, NWNE, S2NE, S2
</TABLE>
<PAGE>
<TABLE>
PART III TO EXHIBIT A
(CONVEYANCE)
ENRON OIL & GAS COMPANY
WELL LISTING DENVER
EXHIBIT A GROUP A
<CAPTION>
WORKING REVENUE WORKING REVENUE
INTEREST INTEREST INTEREST INTEREST
WELL NAME WELL NUMBER ST COUNTY BPO BPO APO APO
<S> <C> <C> <C> <C> <C> <C> <C>
BNG 110-09 F CW 00239-70-00-1 WY LINCOLN 1.0000000 .8216250 1.0000000 .8216250
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SENW 9-26N-113W
ORIGINAL WELLS
BNG 110-09 M CW 00239-70-00-2 WY LINCOLN 1.0000000 .8216250 1.0000000 .8216250
OPERATOR: EOG FORMATION: MUDDY
DESCRIPTION: SENW 9-26N-113W
ORIGINAL WELLS
BNG 111-04 F 00239-80-00-1 WY LINCOLN .6250000 .5125000 .6250000 .5125000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SWNW 4-26N-113W
ORIGINAL WELLS
BNG 111-04 M 00239-80-00-2 WY LINCOLN .6250000 .5125000 .6250000 .5125000
OPERATOR: EOG FORMATION: MUDDY
DESCRIPTION: SWNW 4-26N-113W
ORIGINAL WELLS
BNG 34-04 F LW 00243-40-00-1 WY LINCOLN 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NWNE 4-26N-113W
ORIGINAL WELLS
BNG 34-04 M 00243-40-00-2 WY LINCOLN 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: MUDDY
DESCRIPTION: NWNE 4-26N-113W
ORIGINAL WELLS
BNG 39-04 00243-80-00-1 WY LINCOLN 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NESE 4-26N-113W
ORIGINAL WELLS
<PAGE>
BNG 42-04 00244-40-00-1 WY LINCOLN 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: NWNE 4-26N-113W
ORIGINAL WELLS
BNG 45-04 00244-70-00-1 WY LINCOLN 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: NENE 4-26N-113W
ORIGINAL WELLS
BNG 83-09 LW *00249-30-00-1 WYLINCOLN 1.0000000 .8330000 1.0000000
.8330000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NENE 9-26N-113W
ORIGINAL WELLS
BNG 83-09 LW *00249-30-00-2 WYLINCOLN 1.0000000 .8330000 1.0000000
.8330000
OPERATOR: EOG FORMATION: MUDDY
DESCRIPTION: NENE 9-26N-113W
ORIGINAL WELLS
CDR CRK 15-05 CW 01981-80-00-1 WY LINCOLN .6000000 .5113528 .6000000 .5113528
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 815' FNL, 2415' FWL 5-26N-113W LOT 3
ORIGINAL WELLS
CDR CRK 16-05 CW 01981-90-00-1 WY LINCOLN .6000000 .5113528 .6000000 .5113528
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 1950' FNL & 1800' FEL 5-26N-113W (LOT 7)
ORIGINAL WELLS
CDR CRK 17-05 CW 02139-50-00-1 WY LINCOLN .6000000 .5113528 .6000000 .5113528
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 796' FNL, 900' FEL 5-26N-113W (LOT 1)
ORIGINAL WELLS
<PAGE>
COW HOLLOW 21 LW 02187-50-00-1 WY LINCOLN .0362000 .0256990 .0250000 .0209380
OPERATOR: BANNON ENERGY INC. FORMATION: FRONTIER
DESCRIPTION: SENE8-22N-112W 1780' FNL & 660' FEL
ORIGINAL WELLS
E ST CAN 20-13 CW 00163-10-00-1 WY LINCOLN 1.0000000 .8470250 1.0000000 .8470250
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 1664' FNL, 1120' FEL 13-26N-112W LOT 2, SENE
ORIGINAL WELLS
ELB 10-04 PW 00769-00-00-1 WY LINCOLN .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SWNW 4-26N-112W
ORIGINAL WELLS
ELB 11-05 PW 00769-10-00-1 WY LINCOLN .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SWNE 5-26N-112W
ORIGINAL WELLS
ELB 23-05 PW 00770-70-00-1 WY LINCOLN .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NWNW 5-26N-112W
ORIGINAL WELLS
ELB 24-05 PW 00770-80-00-1 WY LINCOLN .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SESE 5-26N-112W
ORIGINAL WELLS
ELB 34-08 PW 00771-80-00-1 WY LINCOLN .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SENE 8-26N-112W
ORIGINAL WELLS
<PAGE>
ELB 35-05 PW 00771-90-00-1 WY LINCOLN .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SESW 5-26N-112W
ORIGINAL WELLS
ELB 36-08 PW 00772-00-00-1 WY LINCOLN .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SWNW 8-26N-112W
ORIGINAL WELLS
ELB 37-04 PW 00772-10-00-1 WY LINCOLN .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NESW 4-26N-112W
ORIGINAL WELLS
ELB 59-04D PW 02147-50-00-1 WY LINCOLN .5137380 .4433424 .5137380 .4433424
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 738' FSL, 936' FEL 4-26N-112W SESE
ORIGINAL WELLS
ELB 61-05 PW 01912-80-00-1 WY LINCOLN .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SENE 5-26N-112W
ORIGINAL WELLS
ELB 62-05 PW 00151-80-00-1 WY LINCOLN 1.0000000 .8656687 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: LOT 14 5-26N-112W
ORIGINAL WELLS
ELB 63-08 PW 00151-90-00-1 WY LINCOLN 1.0000000 .8646549 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: LOT 14 8-26N-112W
ORIGINAL WELLS
<PAGE>
ELB 9-08 PW 00773-40-00-1 WY LINCOLN .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: LOT 8 8-26N-112W
ORIGINAL WELLS
ESU 1-21 PW *00779-20-00-1 WY LINCOLN .9361700 .7559590 .9361700 .7559590
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SESE 21-23N-112W
ORIGINAL WELLS
FONTENELLE RES 1-22 02003-70-00-1 WY LINCOLN 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 1495' FNL, 1120' FEL 22-25N-112W SENE
ORIGINAL WELLS
FONTENELLE 22-22B *00913-00-00-1 WY LINCOLN .0000000 .0045000 .0720000 .0594000
OPERATOR: PG&E RESOURCES COMPANY FORMATION: FRONTIER
DESCRIPTION: SENW-22-26N-112W (STEAD CANYON PROSPECT
ORIGINAL WELLS
GRB B 1-1(BAX) PW 00144-00-00-1 WY LINCOLN 1.0000000 .8547652 1.0000000 .8547652
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 1366' FNL, 1664' FWL 1-26N-113W LOT 37, SENW
ORIGINAL WELLS
GRB B 10-12(BAX) PW 01975-80-00-1 WY LINCOLN 1.0000000 .8551525 1.0000000 .8551525
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 234' FNL, 2734' FEL 12-26N-113W LOT 37, NENW
ORIGINAL WELLS
GRB B 11-30 LW 02139-60-00-1 WY LINCOLN 1.0000000 .8450000 1.0000000 .8450000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 560' FWL, 1900' FNL 30-27N-112W LOT 2, SWNW
ORIGINAL WELLS
<PAGE>
GRB B 13-30 LW 02139-70-00-1 WY LINCOLN 1.0000000 .8450000 1.0000000 .8450000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 200' FSL & 1200' FWL, SESW, 30-27N-112W
ORIGINAL WELLS
GRB B 14-31 LW 02139-80-00-1 WY LINCOLN 1.0000000 .8450000 1.0000000 .8450000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 925' FNL & 120 FWL, LOT 3 (NWNW), 31-27N-112W
ORIGINAL WELLS
GRB B 7-1(BAX) PW 01975-60-00-1 WY LINCOLN 1.0000000 .8547652 1.0000000 .8547652
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 560' FEL & 2224' FNL (LOT 37) 1-26N-113W
ORIGINAL WELLS
GRB B 9-1(BAX) PW 01975-70-00-1 WY LINCOLN 1.0000000 .8547652 1.0000000 .8547652
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 2785' FEL & 3610' FNL, LOT 37, (SENW), 1-26N-113W
ORIGINAL WELLS
GRB CP-1 PW 00945-50-00-1 WY LINCOLN .9198070 .6542040 .9198070 .6542040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SWSE 7-26N-112W
ORIGINAL WELLS
GRB CP-2 PW 00945-60-00-1 WY LINCOLN .9198070 .6542040 .9198070 .6542040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NESW 18-26N-112W
ORIGINAL WELLS
GRB CP-500945-70-00-1 WY LINCOLN .9198070 .6542040 .9198070 .6542040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SESW 6-26N-112W
ORIGINAL WELLS
<PAGE>
GRB T 19-03 PW *00946-60-00-1 WY LINCOLN .0000000 .0000000 .5235390 .4491970
OPERATOR: EOG FORMATION: MESV A-B-C
DESCRIPTION: LOT 8 3-26N-113W
ORIGINAL WELLS
GRB T 22-03 PW *00946-90-00-1 WY LINCOLN .0000000 .0000000 .5235390 .4491970
OPERATOR: EOG FORMATION: MESV A-B-C
DESCRIPTION: LOT 9 3-26N-113W
ORIGINAL WELLS
GRB T 23-03 PW *00947-00-00-1 WY LINCOLN .0000000 .0000000 .5235390 .4491970
OPERATOR: EOG FORMATION: MESV A-B-C
DESCRIPTION: 3-26N-113W, NESE
ORIGINAL WELLS
GRB T 31-02 PW *00947-80-00-1 WY LINCOLN .0000000 .0000000 .5235390 .4491970
OPERATOR: EOG FORMATION: MESV A-B-C
DESCRIPTION: 2-26N-113W, NWNW
ORIGINAL WELLS
GRB T 34-03 PW *00948-10-00-1 WY LINCOLN .0000000 .0000000 .5235390 .4491970
OPERATOR: EOG FORMATION: MESV A-B-C
DESCRIPTION: 3-26N-113W, SESE
ORIGINAL WELLS
GRB T 49-10 PW *00949-20-00-1 WY LINCOLN .0000000 .0000000 .5235390 .4491970
OPERATOR: EOG FORMATION: MESV A-B-C
DESCRIPTION: 10-26N-113W, NENE
ORIGINAL WELLS
GRB T 50-10 LW *00949-50-00-1 WY LINCOLN 1.0000000 .8450000 1.0000000 .8450000
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 10-26N-113W, SENE
ORIGINAL WELLS
<PAGE>
GRB 12-07 00952-10-00-1 WY LINCOLN .9198070 .6542040 .9198070 .6542040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NWNE 7-26N-112W
ORIGINAL WELLS
GRB 136-18 F(T) PW 02139-90-00-1 WY LINCOLN .9198070 .6798948 .9198070 .6798489
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: 334' FNL & 1910' FWL, 18-26N-112W, NENW
ORIGINAL WELLS
GRB 136-7 F(PROP) 00159-80-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: 334' FNL & 1910' FWL, 18-26N-112W, NENW
ORIGINAL WELLS
GRB 137-18 F PW 02140-00-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: 2600' FNL & 150' FWL, LOT 2(SWNW) 18-26N-112W
ORIGINAL WELLS
GRB 138-18 F(C) PW 02140-10-00-2 WY LINCOLN .9180700 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: 1642' FEL & 2058' FNL SWNE 18-26N-112W
ORIGINAL WELLS
GRB 138-18 F(T) PW 02140-10-00-1 WY LINCOLN .9180700 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: 1642' FEL & 2058' FNL, SWNE, 18-26N-112W
ORIGINAL WELLS
GRB 141-01 BR PW 00158-40-00-2 WY LINCOLN .8289570 .7060032 .8289570 .7060032
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: 550' FNL & 1500' FEL (NWNE) SEC 1-26N-113W
ORIGINAL WELLS
<PAGE>
GRB 141-01 F PW 00158-40-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: 550' FNL & 1500' FEL (NWNE) SEC 1-26N-113W
ORIGINAL WELLS
GRB 148-2 BR PW 00158-60-00-2 WY LINCOLN .8289570 .7060032 .8289570 .7060032
OPERATOR: EOG FORMATION: BEAR RIVER/35% ALLOCATION
DESCRIPTION: 400' FSL & 2350' FWL, 2-26N-113W, SESW
ORIGINAL WELLS
GRB 148-2 F PW 00158-60-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: ENRON OIL & GAS FORMATION: FRONTIER A-B / 65% ALLOC
DESCRIPTION: 400' FSL & 2350' FWL, 2-26N-113W, SESW
ORIGINAL WELLS
GRB 149-10 BR LW 01985-40-00-2 WY LINCOLN 1.0000000 .8500000 1.0000000 .8500000
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: 1770' FNL & 358' FEL, SEC. 10-26N-113W, (SENE)
ORIGINAL WELLS
GRB 149-10 F PW 01985-40-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: 1770' FNL & 358' FEL, SEC. 10-26N-113W, (SENE)
ORIGINAL WELLS
GRB 150-10 PW 02006-40-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: 1790' FSL & 500' FEL, NESE, 10-26N-113W
ORIGINAL WELLS
GRB 159-13 PW 01985-50-00-1 WY LINCOLN .9198070 .7792080 .9198070 .7792080
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: 800' FWL & 2100' FNL, SWNW, 13-26N-113W
ORIGINAL WELLS
<PAGE>
GRB 160-14 PW 01985-60-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: 2398' FNL & 2330' FEL, SWNE, 14-26N-113W
ORIGINAL WELLS
GRB 166-18 PW 00952-60-00-1 WY LINCOLN 1.0000000 .7211968 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: 497' FWL & 635' FSL, SEC. 18-26N-112W, (LOT 4)
ORIGINAL WELLS
GRB 17-11 BR PW 00952-70-00-2 WY LINCOLN .8289570 .7060032 .8289570 .7060032
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: SWSE 11-26N-113W
ORIGINAL WELLS
GRB 17-11 F PW 00952-70-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SWSE 11-26N-113W
ORIGINAL WELLS
GRB 173-15 F PW 02140-20-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: 400' FEL & 1570' FNL, SENE, 15-26N-113W
ORIGINAL WELLS
GRB 175-10 PW 02006-50-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: 50' FSL & 50' FEL, 10-26N-113W, SESE
ORIGINAL WELLS
GRB 18-01 BR PW 00952-80-00-2 WY LINCOLN .8289570 .7060032 .8289570 .7060032
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: SENW 1-26N-113W
ORIGINAL WELLS
<PAGE>
GRB 18-01 F PW 00952-80-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SENW 1-26N-113W
ORIGINAL WELLS
GRB 188-22 F PW 02140-30-00-1 WY LINCOLN 1.0000000 .8472298 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: 590' FNL & 600' FEL, LOT 1(NENE) 22-26N-113W
ORIGINAL WELLS
GRB 2-12 PW 00953-20-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: LOT 37 12-26N-113W
ORIGINAL WELLS
GRB 23-02 BR PW 00953-60-00-2 WY LINCOLN .8289570 .7060032 .8289570 .7060032
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: NWNW 2-26N-113W
ORIGINAL WELLS
GRB 23-02 F PW 00953-60-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NWNW 2-26N-113W
ORIGINAL WELLS
GRB 24-02 PW 00953-70-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NWSW 2-26N-113W
ORIGINAL WELLS
GRB 25-02 F PW 00953-80-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SESE 2-26N-113W
ORIGINAL WELLS
<PAGE>
GRB 27-14 PW 00953-90-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SWSE 14-26N-113W
ORIGINAL WELLS
GRB 30-15 PW 00954-40-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NESE 15-26N-113W
ORIGINAL WELLS
GRB 30-15 BAXTER LW 00954-40-00-2 WY LINCOLN 1.0000000 .8250000 1.0000000 .8250000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: NESE 15-26N-113W
ORIGINAL WELLS
GRB 34-06 PW 00954-60-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SWNE 6-26N-112W
ORIGINAL WELLS
GRB 4-13 PW 00955-30-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: LOT 37 13-26N-113W
ORIGINAL WELLS
GRB 42-13 PW 00955-50-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NWNW 13-26N-113W
ORIGINAL WELLS
GRB 43-11 F PW 00955-60-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SWNW 11-26N-113W
ORIGINAL WELLS
<PAGE>
GRB 43-11 M PW 00955-60-00-2 WY LINCOLN .8289570 .7060032 .8289570 .7060032
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: SWNW 11-26N-113W
ORIGINAL WELLS
GRB 44-14 PW 00955-70-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NENW 14-26N-113W
ORIGINAL WELLS
GRB 44-14 BAXTER LW 00955-70-00-2 WY LINCOLN 1.0000000 .8450000 1.0000000 .8450000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: NENW 14-26N-113W
ORIGINAL WELLS
GRB 45-12 PW 00955-80-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: LOT 37 12-26N-113W
ORIGINAL WELLS
GRB 46-01 PW 00955-90-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: LOT 37 1-26N-113W
ORIGINAL WELLS
GRB 47-02 PW 00956-00-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SWNE 2-26N-113W
ORIGINAL WELLS
GRB 51-01 PW 00956-40-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: LOT 37 1-26N-113W
ORIGINAL WELLS
<PAGE>
GRB 53-23 LW 00956-60-00-2 WY LINCOLN 1.0000000 .8350000 1.0000000 .8350000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: NWNW 23-26N-113W
ORIGINAL WELLS
GRB 53-23 PW 00956-60-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NWNW 23-26N-113W
ORIGINAL WELLS
GRB 55-01 BR PW 00956-80-00-2 WY LINCOLN .8289570 .7060032 .8289570 .7060032
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: SENE 1-26N-113W
ORIGINAL WELLS
GRB 55-01 F PW 00956-80-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SENE 1-26N-113W
ORIGINAL WELLS
GRB 58-18 PW 00957-00-00-1 WY LINCOLN .9198070 .6542040 .9198070 .6542040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NENE 18-26N-112W
ORIGINAL WELLS
GRB 64-11 BR PW 00957-80-00-2 WY LINCOLN .8289570 .7060032 .8289570 .7060032
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: NWNE 11-26N-113W
ORIGINAL WELLS
GRB 64-11 F PW 00957-80-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NWNE 11-26N-113W
ORIGINAL WELLS
<PAGE>
GRB 65-14 PW 00957-90-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NWSW 14-26N-113W
ORIGINAL WELLS
GRB 71-06 PW 00958-70-00-1 WY LINCOLN .9198070 .6542040 .9198070 .6542040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SESE 6-26N-112W
ORIGINAL WELLS
GRB 76-14 BR PW 00959-20-00-2 WY LINCOLN .8289570 .7060032 .8289570 .7060032
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: NENE 14-26N-113W
ORIGINAL WELLS
GRB 76-14 F PW 00959-20-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NENE 14-26N-113W
ORIGINAL WELLS
GRB 77-13 PW 00959-30-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NWNE 13-26N-113W
ORIGINAL WELLS
GRB 78-13 PW 00959-40-00-1 WY LINCOLN 1.0000000 .8461968 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NWSW 13-26N-113W
ORIGINAL WELLS
GRB 79-12(BAX) PW 00959-50-00-3 WY LINCOLN 1.0000000 .8547652 1.0000000 .8547652
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 1320' FNL & 1320' FEL, NENE, 12-26N-113W
ORIGINAL WELLS
<PAGE>
GRB 79-12 BR LW 00959-50-00-2 WY LINCOLN 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: NENE 12-26N-113W
ORIGINAL WELLS
GRB 79-12 F PW 00959-50-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 1320' FNL & 1320' FEL, SEC. 12-26N-113W, (NENE)
ORIGINAL WELLS
GRB 80-07 BR LW 00959-70-00-2 WY LINCOLN 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: NENW 7-26N-112W
ORIGINAL WELLS
GRB 80-07 F PW 00959-70-00-1 WY LINCOLN .9198070 .7792040 .9898070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NENW 7-26N-112W
ORIGINAL WELLS
GRB 82-6 PW 00959-90-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: 800' FWL & 2200' FNL, SENW, 6-26N-112W
ORIGINAL WELLS
GRB 83-07 BR LW 00960-00-00-2 WY LINCOLN 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: NWSW 7-26N-112W
ORIGINAL WELLS
GRB 83-07 F PW 00960-00-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NWSW 7-26N-112W
ORIGINAL WELLS
<PAGE>
GRB 84-18 PW 00960-10-00-1 WY LINCOLN .9198070 .6542040 .9198070 .6542040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NENW 18-26N-112W
ORIGINAL WELLS
GRB 85-12 PW 00960-30-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SWSW 12-26N-113W
ORIGINAL WELLS
GRB 87-11 PW 00960-50-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NWSW 11-26N-113W
ORIGINAL WELLS
HANSON FEDERAL 40-06 *00984-30-00-1 WY LINCOLN .5000000 .4075000 .5000000 .4075000
OPERATOR: PRESIDIO OIL COMPANYFORMATION: BEAR RIVER
DESCRIPTION: 2882' FNL, & 968' FEL, SEC. 6-26N-11W, (NESE)
ORIGINAL WELLS
HYRUM DITCH 11X26 CW *01011-50-00-1 WY LINCOLN .0000000 .0110690 .0000000 .0110690
OPERATOR: FMC CORPORATION FORMATION: FRONTIER
DESCRIPTION: PT RE-SURV LOT 44 & 45, LOTS 3 & 4-26&27-T26N-113W
ORIGINAL WELLS
HYRUM DITCH 31X26 CW *00011-60-00-1 WY LINCOLN .0000000 .0058330 .0000000 .0000000
OPERATOR: FMC CORPORATION FORMATION: FRONTIER
DESCRIPTION: LOT 7, 8, PT LOTS 41 & 43-26-T26N-R113W
ORIGINAL WELLS
<PAGE>
LANSDALE FED 10-8 CW 01932-70-00-1 WY LINCOLN .0000000 .0000000 1.0000000 .8600000
OPERATOR: EOG FORMATION: BEAR RIVER
DESCRIPTION: NENW 8-26N-111W
ORIGINAL WELLS
LANSDALE FED 10-8 CW 01932-70-00-2 WY LINCOLN .0000000 .0000000 1.0000000 .8600000
OPERATOR: EOG FORMATION: 2ND FRONTIER
DESCRIPTION: NENW 8-26N-111W
ORIGINAL WELLS
LANSDALE FED 10-8 CW 01932-70-00-3 WY LINCOLN .0000000 .0000000 1.0000000 .8600000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: NENW 8-26N-111W
ORIGINAL WELLS
LARSON 1-17 LW *01031-50-00-1 WY LINCOLN 1.0000000 .8250000 1.0000000 .8250000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SENW 17-26N-112W
ORIGINAL WELLS
MCGINNIS 1-17 LW *01071-70-00-1 WY LINCOLN 1.0000000 .8250000 1.0000000 .8250000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NWSW 17-26N-112W
ORIGINAL WELLS
OPAL 4-21 LW *00472-80-00-1 WY LINCOLN 1.0000000 .8500000 1.0000000 .8500000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NWSE 21-22N-112W
ORIGINAL WELLS
SHB 1-08(F) CW 00519-20-00-2 WY LINCOLN .9500000 .7748750 .9500000 .7748750
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 1308 FNL 1388 FEL NWNE-8-26N-113W (HOGBACK PROSPECT)
ORIGINAL WELLS
SHB34-08 CW *00615-10-00-1 WY LINCOLN .2500000 .2025000 .2500000 .2025000
OPERATOR: MOBIL OIL CORPORATION FORMATION: BEAR RIVER/MUDDY
DESCRIPTION: E2-8-26N-113W
ORIGINAL WELLS
<PAGE>
SHB 12-04 CW 00515-60-00-1 WY LINCOLN .6250000 .5125000 .6250000 .5125000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: LOT 12 4-26N-113W
ORIGINAL WELLS
SHB 13-08A CW 00515-70-00-1 WY LINCOLN .9459459 .7714898 .9500000 .7748750
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NW SE 8-26N-113W
ORIGINAL WELLS
SHB 15-04(BAX) CW 00515-80-00-2 WY LINCOLN 1.0000000 .8418228 1.0000000 .8418228
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 1602' FWL & 548' FNL4-26N-113W LOT 3
ORIGINAL WELLS
SHB 15-04(FRONT) CW 00515-80-00-3 WY LINCOLN 1.0000000 .8418228 1.0000000 .8418228
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 1602' FWL & 548' FNL4-26N-113W LOT 3
ORIGINAL WELLS
SHB 15-04(MUD) CW 00515-80-00-1 WY LINCOLN 1.0000000 .8418228 1.0000000 .8418228
OPERATOR: EOG FORMATION: MUDDY
DESCRIPTION: 1602' FWL & 548' FNL4-26N-113W LOT 3
ORIGINAL WELLS
SHB 21-04 00515-90-00-1 WY LINCOLN 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: LOT 10 4-26N-113W
ORIGINAL WELLS
SHB 21-04 00515-90-00-2 WY LINCOLN 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: MUDDY
DESCRIPTION: LOT 10 4-26N-113W
ORIGINAL WELLS
<PAGE>
SHB 3-16 F 00519-30-00-1 WY LINCOLN 1.0000000 .7750000 1.0000000 .7750000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SWNW 16-26N-113W
ORIGINAL WELLS
SHB 3-16 M 00519-30-00-2 WY LINCOLN 1.0000000 .7750000 1.0000000 .7750000
OPERATOR: EOG FORMATION: MUDDY
DESCRIPTION: SWNW 16-26N-113W
ORIGINAL WELLS
SHB 4-09 F 00519-50-00-2 WY LINCOLN 1.0000000 .8216250 1.0000000 .8216250
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NWSW 9-26N-113W
ORIGINAL WELLS
SHB 4-09 M 00519-50-00-1 WY LINCOLN 1.0000000 .8216250 1.0000000 .8216250
OPERATOR: EOG FORMATION: MUDDY
DESCRIPTION: NWSW 9-26N-113W
ORIGINAL WELLS
SHB 5-16 LW 00519-60-00-1 WY LINCOLN 1.0000000 .7750000 1.0000000 .7750000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SW 16-26N-113W
ORIGINAL WELLS
SHB 6-16 00519-70-00-1 WY LINCOLN 1.0000000 .7750000 1.0000000 .7750000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NWSW 16-26N-113W
ORIGINAL WELLS
<PAGE>
SLB 1-04 (CW) 00528-30-00-1 WY LINCOLN .6250000 .5125000 .6250000 .5125000
OPERATOR: EOG FORMATION: MUDDY
DESCRIPTION: LOT 11 4-26N-113W
ORIGINAL WELLS
SLB 1-04 (CW) 00528-30-00-2 WY LINCOLN .6250000 .5125000 .6250000 .5125000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: LOT 11 4-26N-113W
ORIGINAL WELLS
SPR CRK 7-14 LW P&A 00570-20-00-1 WY LINCOLN .0000000 .0000000 .0000000 .0000000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SWSW 14-26N-112W
ORIGINAL WELLS
ST CAN 1-15 00586-30-00-1 WY LINCOLN 1.0000000 .8650000 1.0000000 .8650000
OPERATOR: EOG FORMATION: FRONTIER "A"
DESCRIPTION: NENE 15-26N-112W
ORIGINAL WELLS
ST CAN 19-13 LW *00587-10-00-2 WY LINCOLN 1.0000000 .8625000 1.0000000 .8625000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 1515' FSL & 3455' FWL, NWSE, 13-26N-112W
ORIGINAL WELLS
ST CAN 19-13 PW 00587-10-00-1 WY LINCOLN 1.0000000 .8625000 1.0000000 .8625000
OPERATOR: EOG FORMATION: FRONTIER B
DESCRIPTION: 1515' FSL & 3455' FWL, NWSE, 13-26N-112W
ORIGINAL WELLS
ST CAN 3-13 LW 00587-30-00-2 WY LINCOLN 1.0000000 .8625000 1.0000000 .8625000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 2240' FNL & 1104" FEL, SEC. 13-26N-112W, (SESW)
ORIGINAL WELLS
<PAGE>
ST CAN 3-13 PW 00587-30-00-1 WY LINCOLN 1.0000000 .8625000 1.0000000 .8625000
OPERATOR: EOG FORMATION: FRONTIER B
DESCRIPTION: SESW 13-26N-112W
ORIGINAL WELLS
ST CAN 5-14BAX LW 00587-50-00-2 WY LINCOLN 1.0000000 .8650000 1.0000000 .8650000
OPERATOR: EOG FORMATION: BAXTER(RECOMPLETION)
DESCRIPTION: 50' FNL & 650' FEL, SEC. 14, 26N, 112W, (NE NE)
ORIGINAL WELLS
ST CAN 5-14 LW(TA) 00587-50-00-1 WY LINCOLN 1.0000000 .8650000 1.0000000 .8650000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 50' FNL & 650' FEL, SEC. 14-26N-112W, (NENE)
ORIGINAL WELLS
ST CAN 6-10 00587-60-00-1 WY LINCOLN 1.0000000 .8650000 1.0000000 .8650000
OPERATOR: EOG FORMATION: FRONTIER "A"
DESCRIPTION: NWSE 10-26N-112W
ORIGINAL WELLS
ST CAN 7-10 00587-70-00-1 WY LINCOLN 1.0000000 .8650000 1.0000000 .8650000
OPERATOR: EOG FORMATION: FRONTIER "A"
DESCRIPTION: SWSW 10-26N-112W
ORIGINAL WELLS
ST CAN 8-11(BAX) PW 00587-80-00-3 WY LINCOLN 1.0000000 .8650000 1.0000000 .8650000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 2496' FSL & 429' FWL 11-26N-112W NWSW
ORIGINAL WELLS
ST CAN 8-11 F 00587-80-00-2 WY LINCOLN 1.0000000 .8650000 1.0000000 .8650000
OPERATOR: EOG FORMATION: FRONTIER "A"
DESCRIPTION: NWSW 11-26N-112W
ORIGINAL WELLS
<PAGE>
ST CAN 9-11 LW 00588-00-00-1 WY LINCOLN 1.0000000 .8650000 1.0000000 .8650000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 1350' FWL & 950' FNL, 11-26N-112W, (N2NW)
ORIGINAL WELLS
W ST CAN 12-9 LW 00817-90-00-1 WY LINCOLN 1.0000000 .8650000 1.0000000 .8650000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 1203' FNL & 1414' FWL, SEC. 9-26N-112W, (NWNW)
ORIGINAL WELLS
W ST CAN 13-09 LW 01989-30-00-1 WY LINCOLN 1.0000000 .8650000 1.0000000 .8650000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 1127' FSL & 769' FWL, SEC. 9-26N-112W, (SWSW)
ORIGINAL WELLS
W ST CAN 14-9 00149-60-00-1 WY LINCOLN 1.0000000 .8650000 1.0000000 .8650000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 2130' FNL & 1450' FEL, SEC. 9-26N-112W, (SWNE)
ORIGINAL WELLS
W ST CAN 15-09 LW 01989-40-00-1 WY LINCOLN 1.0000000 .8650000 1.0000000 .8650000
OPERATOR: EOG FORMATION: 2ND FRONTIER
DESCRIPTION: 1538' FSL & 1920' FEL, SEC 9-26N-112W, (NWSE)
ORIGINAL WELLS
W ST CAN 17-9D LW *02140-90-00-1 WY LINCOLN 1.0000000 .8650000 1.0000000 .8650000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 1225' FNL, 1197' FWL 9-26N-112W NWNW
ORIGINAL WELLS
W ST CAN 18-17 LW 02134-80-00-1 WY LINCOLN 1.0000000 .8250000 1.0000000 .8250000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NWNW 17-26N-112W
ORIGINAL WELLS
<PAGE>
W ST CAN 20-9D LW 02141-00-00-1 WY LINCOLN 1.0000000 .8650000 1.0000000 .8650000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 2500' FSL, 1900' FWL 9-26N-112W NESW
ORIGINAL WELLS
WEST SWAN 1-24 CW 02130-50-00-1 WY LINCOLN 1.0000000 .8371750 1.0000000 .8371750
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 553' FEL, 953' FNL 24-25N-112W LOT 1
ORIGINAL WELLS
WEST SWAN 2-25 LW 02138-00-00-1 WY LINCOLN 1.0000000 .8250000 1.0000000 .8250000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 550'FEL, 2180'FSL 25-25N-112W LOT 3
ORIGINAL WELLS
WEST SWAN 3-25 LW 02141-10-00-1 WY LINCOLN 1.0000000 .8250000 1.0000000 .8250000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 2155' FWL & 2109' FSL 25-25N-112W NESW
ORIGINAL WELLS
WILLOW CREEK 1-03 PW *00831-10-00-1 WY LINCOLN .7500000 .6333050 .7500000 .6333605
OPERATOR: EOG FORMATION: FORT UNION
DESCRIPTION: NWNW 3-24N-114W
ORIGINAL WELLS
<PAGE>
AMOCO AG-1/FED 40-18 *00110-90-00-1 WY SUBLETTE .0000000 .0026760 .0446015
.0347892
OPERATOR: AMOCO PRODUCTION COMPANYFORMATION: FRONTIER AND BEAR RIVER
DESCRIPTION: SE 18-27N-111W (BIRD CANYON PROSPECT)
ORIGINAL WELLS
AMOCO AH-1/FED 20-19 *00111-00-00-1 WY SUBLETTE .0000000 .0055980 .0711640
.0561719
OPERATOR: AMOCO PRODUCTION COMPANYFORMATION: FRONTIER AND BEAR RIVER
DESCRIPTION: NENE 19-27N-111W (BIRD CANYON PROSPECT)
ORIGINAL WELLS
AMOCO AJ-1/FED.20-18 *00110-80-00-1 WY SUBLETTE .0000000 .0026760 .0446015
.0347892
OPERATOR: AMOCO PRODUCTION COMPANYFORMATION: FRONTIER AND BEAR RIVER
DESCRIPTION: NE 18-27N-111W (BIRD CANYON PROSPECT)
ORIGINAL WELLS
B & H 1-01 LW 00730-00-00-1 WY SUBLETTE 1.0000000 .8500000 1.0000000 .8500000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SWNE 01-27N-114W
ORIGINAL WELLS
B 1A-22 LW *00730-30-00-1 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NENE 22-29N-113W
ORIGINAL WELLS
B 11TC-14LW (TA) 00200-00-00-1 WY SUBLETTE 1.0000000 .8150000 1.0000000 .8150000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SWSE 14-29N-113W
ORIGINAL WELLS
B 15A-11 LW *00200-10-00-1 WY SUBLETTE 1.0000000 .8125000 1.0000000 .8125000
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SWSW 11-29N-113W,
ORIGINAL WELLS
<PAGE>
B 16-15 LW *00200-20-00-1 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NENE 15-29N-113W
ORIGINAL WELLS
B 18-02 LW *00200-40-00-1 WY SUBLETTE 1.0000000 .7912500 1.0000000 .7912500
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NWSW 2-29N-113W
ORIGINAL WELLS
B 22-25 LW *00200-60-00-1 WY SUBLETTE 1.0000000 .8600000 1.0000000 .8600000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SENW 25-29N-113W
ORIGINAL WELLS
B 26-14 LW&*00200-70-00-1 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NENE 14-29N-113W
ORIGINAL WELLS
B 3-23LW *00201-00-00-1 WY SUBLETTE 1.0000000 .8450000 1.0000000 .8450000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SWSW 23-29N-113W
ORIGINAL WELLS
B 30-25 LW *00201-10-00-1 WY SUBLETTE 1.0000000 .8375000 1.0000000 .8375000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SENE 25-29N-113W
ORIGINAL WELLS
B 33-10 LW *00201-40-00-1 WY SUBLETTE 1.0000000 .7412500 1.0000000 .7412500
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NWNE 10-29N-113W
ORIGINAL WELLS
<PAGE>
B 36-25 PW *00201-50-00-1 WY SUBLETTE 1.0000000 .8375000 1.0000000 .8375000
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SESW 25-29N-113W
ORIGINAL WELLS
B 39-11 LW *00201-70-00-1 WY SUBLETTE 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NENE 11-29N-113W
ORIGINAL WELLS
B 4-26 LW *00201-80-00-1 WY SUBLETTE 1.0000000 .8450000 1.0000000 .8450000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NESW 26-29N-113W
ORIGINAL WELLS
B 43-24 LW *00201-90-00-1 WY SUBLETTE 1.0000000 .8475000 1.0000000 .8475000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SESE 24-29N-113W
ORIGINAL WELLS
B 44-25 00202-00-00-1 WY SUBLETTE 1.0000000 .8375000 1.0000000 .8375000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SESE 25-29N-113W
ORIGINAL WELLS
B 45-02 LW *00202-10-00-1 WY SUBLETTE 1.0000000 .7912500 1.0000000 .7912500
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NWSE 2-29N-113W
ORIGINAL WELLS
B 5-35 LW *00202-40-00-1 WY SUBLETTE 1.0000000 .8150000 1.0000000 .8150000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NENW 35-29N-113W
ORIGINAL WELLS
<PAGE>
B 5A-35 LW *00202-50-00-1 WY SUBLETTE 1.0000000 .8170000 1.0000000 .8170000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NENW 35-29N-113W
ORIGINAL WELLS
B 57-23 PW *00202-70-00-1 WY SUBLETTE 1.0000000 .8150000 1.0000000 .8150000
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SESE 23-29N-113W
ORIGINAL WELLS
B 62-14 LW 00203-00-00-1 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SESW 14-29N-113W
ORIGINAL WELLS
B 63-26 00203-10-00-1 WY SUBLETTE 1.0000000 .8450000 1.0000000 .8450000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SESE 26-29N-113W
ORIGINAL WELLS
B 65-23LW (TA) *00203-20-00-1 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SWNE 23-29N-113W
ORIGINAL WELLS
B 68-14 LW *00203-30-00-1 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SESW 14-29N-113W
ORIGINAL WELLS
<PAGE>
B 69 TC-0300203-40-00-1 WY SUBLETTE 1.0000000 .8317500 1.0000000 .8317500
OPERATOR: EOG FORMATION: TRANSITION (TUBING)
DESCRIPTION: SWNE 3-29N-113W
ORIGINAL WELLS
B 69 TC-0300203-40-00-2 WY SUBLETTE 1.0000000 .8317500 1.0000000 .8317500
OPERATOR: EOG FORMATION: ALMY (CASING)
DESCRIPTION: SWNE 3-29N-113W
ORIGINAL WELLS
B 70-14LW (TA)&*00203-50-00-1 WY SUBLETTE 1.0000000 .8150000 1.0000000 .8150000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NWSE 14-29N-113W
ORIGINAL WELLS
-
B 71-14LW (TA)&*00203-60-00-1 WY SUBLETTE 1.0000000 .8150000 1.0000000 .8150000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SENW 14-29N-113W
ORIGINAL WELLS
B 81-24LW (TA) *00203-70-00-1 WY SUBLETTE 1.0000000 .8250000 1.0000000
.8250000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NWNW 24-29N-113W
ORIGINAL WELLS
B 82-24 LW *00203-80-00-1 WY SUBLETTE 1.0000000 .8250000 1.0000000 .8250000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SENW 24-29N-113W
ORIGINAL WELLS
B 9-14LW&*00204-10-00-2 WY SUBLETTE 1.0000000 .8250000 1.0000000 .8250000
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: 875' FNL & 780' FWL, SEC. 14-29N-113W, (NWNW)
ORIGINAL WELLS
<PAGE>
- B 9A-14 LW00204-10-00-1 WY SUBLETTE 1.0000000 .8250000 1.0000000 .8250000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NWNW 14-29N-113W
ORIGINAL WELLS
BESS CANYON 5-3501988-70-00-1 WY SUBLETTE 1.0000000 .8650000 1.0000000 .8650000
OPERATOR: EOG FORMATION: MUDDY
DESCRIPTION: 760' FNL & 460' FEL, SEC. 35-27N-112W, (NENE)
ORIGINAL WELLS
BIG PINEY LABARGE MV*99999-99-99-NWY SUBLETTE 1.0000000 .8571348 1.0000000 .8571348
OPERATOR: EOG FORMATION: MESV TRANS/M SAND
DESCRIPTION: MESAVERDE TRANSITION/M SAND (TIP TOP SHALLOW UNIT)
ORIGINAL WELLS
BIRD CANYON FED 20-6*00108-80-00-1WY SUBLETTE .2121756 .1644361 .2121756 .1644361
OPERATOR: PRESIDIO OIL COMPANYFORMATION: BEAR RIVER
DESCRIPTION: NE 6-27N-111W (BIRD CANYON PROSPECT)
ORIGINAL WELLS
BIRD STATE 1-16 LW*00229-60-00-1WY SUBLETTE 1.0000000 .7850000 1.0000000 .7850000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SESE 16-27N-112W
ORIGINAL WELLS
BIRD STATE 2-16 LW*00229-70-00-1WY SUBLETTE 1.0000000 .7850000 1.0000000 .7850000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SENE 16-27N-112W
ORIGINAL WELLS
BIRD STATE 3-16 LW&*00229-80-00-1WY SUBLETTE 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NW 16-27N-112W
ORIGINAL WELLS
<PAGE>
BNG70-28LW *00247-80-00-1 WY SUBLETTE 1.0000000 .8625000 1.0000000 .8625000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SEC. 28-28N-113W, NENW
ORIGINAL WELLS
BNG 1-28LW *00238-60-00-1 WY SUBLETTE 1.0000000 .8625000 1.0000000 .8625000
OPERATOR: EOG FORMATION: MEASAVERDE TRAN/M SAND
DESCRIPTION: SEC. 28-28N-113W, SWNW
ORIGINAL WELLS
BNG 101-33 PW &*00238-80-00-1WY SUBLETTE 1.0000000 .7848011 1.0000000 .7848011
OPERATOR: EOG FORMATION: MESAVERDE 5TH ZONE
DESCRIPTION: SEC. 33-28N-113W, SWSW
ORIGINAL WELLS
BNG 102-33 PW &*00238-90-00-1WY SUBLETTE 1.0000000 .7848011 1.0000000 .7848011
OPERATOR: EOG FORMATION: MESAVERDE 5TH ZONE
DESCRIPTION: SEC. 33-28N-113W, SWSW
ORIGINAL WELLS
- BNG 104-33 PW &*00239-10-00-1WY SUBLETTE 1.0000000 .7848011 1.0000000 .7848011
OPERATOR: EOG FORMATION: MESAVERDE 5TH ZONE
DESCRIPTION: SEC. 33-28N-113W, NWSW
ORIGINAL WELLS
BNG 105-04 PW &*00239-20-00-1WY SUBLETTE 1.0000000 .7848011 1.0000000 .7848011
OPERATOR: EOG FORMATION: MESAVERDE 5TH ZONE
DESCRIPTION: SEC. 4-27N-113W, NENW
ORIGINAL WELLS
BNG 106-04 WIW&*00239-30-00-1 WY SUBLETTE 1.0000000 .7848011 1.0000000 .7848011
OPERATOR: EOG FORMATION: MESAVERDE 5TH ZONE
DESCRIPTION: NWNW 4-27N-113W
ORIGINAL WELLS
<PAGE>
BNG 107-32 PW *00239-40-00-1WY SUBLETTE 1.0000000 .7848011 1.0000000 .7848011
OPERATOR: EOG FORMATION: MESAVERDE 5TH ZONE
DESCRIPTION: SEC. 32-28N-113W, SESE
ORIGINAL WELLS
BNG 11-23 LW00239-60-00-1 WY SUBLETTE 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SWSW 23-28N-113W
ORIGINAL WELLS
-
BNG 112-21 PW *00239-90-00-1WY SUBLETTE 1.0000000 .8571349 1.0000000 .8571349
OPERATOR: EOG FORMATION: MESAVERDE TRAN/M SAND
DESCRIPTION: SEC. 21-28N-113W, SWSW
ORIGINAL WELLS
BNG 114-28 PW *00240-10-00-1WY SUBLETTE 1.0000000 .8571349 1.0000000 .8571349
OPERATOR: EOG FORMATION: MESAVERDE TRAN/M SAND
DESCRIPTION: SEC. 28-28N-113W, NWNW
ORIGINAL WELLS
BNG 115-21 PW *00240-20-00-1WY SUBLETTE 1.0000000 .8571349 1.0000000 .8571349
OPERATOR: EOG FORMATION: MESAVERDE TRAN/M SAND
DESCRIPTION: SEC. 21-28N-113W, NESW
ORIGINAL WELLS
BNG 116-28 PW *02007-90-00-1WY SUBLETTE 1.0000000 .8571349 1.0000000 .8571349
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: SEC. 28-28N-113W, NENW
ORIGINAL WELLS
BNG 118-20 PW *00240-50-00-1WY SUBLETTE 1.0000000 .8571349 1.0000000 .8571349
OPERATOR: EOG FORMATION: MESAVERDE TRAN/M SAND
DESCRIPTION: SEC. 20-28N-113W, SESW
ORIGINAL WELLS
<PAGE>
BNG 15-32 PW 00241-30-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 32-28N-113W, NESE
ORIGINAL WELLS
BNG 16-05 PW 00241-40-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 5-27N-113W, NENE
ORIGINAL WELLS
BNG 17-05 PW 00241-50-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 5-27N-113W, SESE
ORIGINAL WELLS
BNG 18-17 PW 00241-70-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 17-27N-113W, SWNE
ORIGINAL WELLS
BNG 19-08 PW 00241-80-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 8-27N-113W, NWSW
ORIGINAL WELLS
BNG 2-28LW *00241-90-00-1 WY SUBLETTE 1.0000000 .8625000 1.0000000 .8625000
OPERATOR: EOG FORMATION: MESAVERDE TRAN/M SAND
DESCRIPTION: SEC. 28-28N-113W, NWSE
ORIGINAL WELLS
BNG 20-32 LW *00242-00-00-1 WY SUBLETTE 1.0000000 .7850000 1.0000000 .7850000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NENE 32-28N-113W
ORIGINAL WELLS
<PAGE>
- BNG 21-20 PW 00242-20-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 20-27N-113W, NENE
ORIGINAL WELLS
BNG 22-05 PW 00242-30-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 5-27N-113W, SWSW
ORIGINAL WELLS
BNG 25-09 PW 00242-50-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 9-27N-113W, SESW
ORIGINAL WELLS
BNG 26-21 PW 00242-60-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 21-27N-113W, NENE
ORIGINAL WELLS
BNG 27-04 PW 00242-70-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 4-27N-113W, SESW
ORIGINAL WELLS
BNG 28-33 PW 00242-80-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 33-28N-113W, SESE
ORIGINAL WELLS
BNG 29-33 PW 00242-90-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 33-28N-113W, SWNE
ORIGINAL WELLS
<PAGE>
- BNG 30-28 FVPU00243-10-00-1 WY SUBLETTE 1.0000000 .8328571 1.0000000 .8328571
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 28-27N-113W, NESW
ORIGINAL WELLS
-
BNG 30-28 MVPU00243-10-00-2 WY SUBLETTE 1.0000000 .8328571 1.0000000 .8328571
OPERATOR: EOG FORMATION: MUDDY
DESCRIPTION: SEC. 28-27N-113W, NESW
ORIGINAL WELLS
BNG 31-21 LW00243-20-00-1 WY SUBLETTE .5000000 .4375000 .5000000 .4375000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NENW 21-27N-112W
ORIGINAL WELLS
BNG 36-16 PW 00243-50-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 16-27N-113W, SENE
ORIGINAL WELLS
BNG 37-33 00243-60-00-2 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: MUDDY
DESCRIPTION: NESE, SEC. 33-27N-113W
ORIGINAL WELLS
BNG 37-33 LW00243-60-00-1 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: NWSE 33-27N-113W
ORIGINAL WELLS
BNG 37-33 (BAX) LW00243-60-00-3 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 2640' FNL & 1330' FEL 33-27N-113W NESE
ORIGINAL WELLS
<PAGE>
- BNG 37-33 (TGS) LW00243-60-00-4WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: NWSE 33-27N-113W
ORIGINAL WELLS
BNG 38-09 PW 00243-70-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 9-27N-113W, SWNW
ORIGINAL WELLS
BNG 40-32 PW &*00244-20-00-1WY SUBLETTE 1.0000000 .7848011 1.0000000 .7848011
OPERATOR: EOG FORMATION: MESAVERDE 5TH ZONE
DESCRIPTION: SEC. 32-28N-113W, NESE
ORIGINAL WELLS
BNG 41-28 PW *00244-30-00-1WY SUBLETTE 1.0000000 .8571349 1.0000000 .8571349
OPERATOR: EOG FORMATION: MESAVERDE TRAN/M SAND
DESCRIPTION: SEC. 28-28N-113W, NENW
ORIGINAL WELLS
BNG 43-28VPU00244-50-00-1 WY SUBLETTE 1.0000000 .8328571 1.0000000 .8328571
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: SEC. 28-27N-113W, NESW
ORIGINAL WELLS
BNG 46-28 PW *00244-80-00-1WY SUBLETTE 1.0000000 .8571349 1.0000000 .8571349
OPERATOR: EOG FORMATION: MESAVERDE TRANS/M SAND
DESCRIPTION: SEC. 28-28N-113W, NWNW
ORIGINAL WELLS
BNG 47C-33 WIW&*00245-00-00-1 WY SUBLETTE 1.0000000 .8150000 1.0000000 .8150000
OPERATOR: EOG FORMATION: MESAVERDE 5TH ZONE
DESCRIPTION: SWSW 33-28N-113W
ORIGINAL WELLS
<PAGE>
-BNG 49-33 PW 00245-10-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 33-28N-113W, SESW
ORIGINAL WELLS
BNG 5-08 PW 00245-40-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 8-27N-113W, SESE
ORIGINAL WELLS
BNG 50-16 PW 00245-50-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 16-27N-113W, SWNW
ORIGINAL WELLS
BNG 50-16 (BAX) LW00245-50-00-2 WY SUBLETTE 1.0000000 .8500000 1.0000000 .8500000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 1000' FWL & 1425' FNL, 16-27N-113WSWNW
ORIGINAL WELLS
BNG 51-04 PW 00245-60-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 4-27N-113W, SENW
ORIGINAL WELLS
BNG 53-29 PW *00245-80-00-1WY SUBLETTE 1.0000000 .8571349 1.0000000 .8571349
OPERATOR: EOG FORMATION: MESAVERDE TRAN/M SAND
DESCRIPTION: SEC. 29-28N-113W, NENE
ORIGINAL WELLS
BNG 54-28 PW *00245-90-00-1WY SUBLETTE 1.0000000 .8571349 1.0000000 .8571349
OPERATOR: EOG FORMATION: MESAVERDE TRAN/M SAND
DESCRIPTION: SEC. 28-28N-113W, SWNW
ORIGINAL WELLS
<PAGE>
BNG 55-33 PW &*00010-00-00-1WY SUBLETTE 1.0000000 .7848011 1.0000000 .7848011
OPERATOR: EOG FORMATION: MESAVERDE 5TH ZONE
DESCRIPTION: SEC. 33-28N-113W, SWSW
ORIGINAL WELLS
BNG 56-20 PW *00246-10-00-1WY SUBLETTE 1.0000000 .8571349 1.0000000 .8571349
OPERATOR: EOG FORMATION: MESAVERDE TRAN/M SAND
DESCRIPTION: SEC. 20-28N-113W, SWSE
ORIGINAL WELLS
BNG 59-32WIW&*00246-40-00-1 WY SUBLETTE 1.0000000 .7777791 1.0000000 .7777791
OPERATOR: EOG FORMATION: MESAVERDE 5TH ZONE
DESCRIPTION: SENE 32-28N-113W
ORIGINAL WELLS
BNG 6-33LW *00246-50-00-1 WY SUBLETTE 1.0000000 .8150000 1.0000000 .8150000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SWSW 33-28N-113W
ORIGINAL WELLS
- BNG 63-29 PW *00246-80-00-1WY SUBLETTE 1.0000000 .8571349 1.0000000 .8571349
OPERATOR: EOG FORMATION: MESAVERDE TRAN/M SAND
DESCRIPTION: SEC. 28-28N-113W, SWNE
ORIGINAL WELLS
BNG 69-33WIW&*00247-30-00-1 WY SUBLETTE 1.0000000 .8150000 1.0000000 .8150000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NWSW 33-28N-113W
ORIGINAL WELLS
BNG 71-32WIW&*00247-90-00-1 WY SUBLETTE 1.0000000 .7777791 1.0000000 .7777791
OPERATOR: EOG FORMATION: MESAVERDE 5TH ZONE
DESCRIPTION: SESE 32-28N-113W
ORIGINAL WELLS
<PAGE>
- BNG 72-33WIW&*00248-10-00-1 WY SUBLETTE 1.0000000 .7777791 1.0000000 .7777791
OPERATOR: EOG FORMATION: MESAVERDE 5TH ZONE
DESCRIPTION: SWNW 33-28N-113W
ORIGINAL WELLS
BNG 75-28 PW*00248-30-00-1 WY SUBLETTE 1.0000000 .8571349 1.0000000 .8571349
OPERATOR: EOG FORMATION: MESAVERDE TRANS/M SAND
DESCRIPTION: SEC. 28-28N-113W, SWNW
ORIGINAL WELLS
BNG 76-21 PW *00248-40-00-1WY SUBLETTE 1.0000000 .8571349 1.0000000 .8571349
OPERATOR: EOG FORMATION: MESAVERDE TRAN/M SAND
DESCRIPTION: SEC. 21-28N-113W, SWSW
ORIGINAL WELLS
BNG 77-21 PW *00248-50-00-1WY SUBLETTE 1.0000000 .8571349 1.0000000 .8571349
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC. 21-28N-113W, NWSW
ORIGINAL WELLS
BNG 80-32 PW &*00249-00-00-1WY SUBLETTE 1.0000000 .7848011 1.0000000 .7848011
OPERATOR: EOG FORMATION: MESAVERDE 5TH ZONE
DESCRIPTION: SEC. 32-28N-113W, SESE
ORIGINAL WELLS
BNG 81-08 PW 00249-10-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 8-27N-113W, NESE
ORIGINAL WELLS
BNG 82-28 LW *00249-20-00-1 WY SUBLETTE 1.0000000 .8625000 1.0000000 .8625000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SEC. 28-28N-113W, SENW
ORIGINAL WELLS
<PAGE>
- BNG 84-04 PW &*00249-40-00-1WY SUBLETTE 1.0000000 .7848011 1.0000000 .7848011
OPERATOR: EOG FORMATION: MESAVERDE 5TH ZONE
DESCRIPTION: SEC. 4-27N-113W, NENW
ORIGINAL WELLS
BNG 86-04 PW &*00249-50-00-1WY SUBLETTE 1.0000000 .7848011 1.0000000 .7848011
OPERATOR: EOG FORMATION: MESAVERDE 5TH ZONE
DESCRIPTION: SEC. 4-27N-113W, SENW
ORIGINAL WELLS
BNG 88-04 PW &*00249-60-00-1WY SUBLETTE 1.0000000 .7848011 1.0000000 .7848011
OPERATOR: EOG FORMATION: MESAVERDE 5TH ZONE
DESCRIPTION: SEC. 4-27N-113W, NESW
ORIGINAL WELLS
BNG 90TC-04WIW&*00249-90-00-1 WY SUBLETTE 1.0000000 .7848011 1.0000000 .7848011
OPERATOR: EOG FORMATION: MESAVERDE 5TH ZONE
DESCRIPTION: SWNW 4-27N-113W
ORIGINAL WELLS
BNG 92-28 B 00250-00-00-3 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 860' FSL & 2700' FEL28-27N-113WSESW
ORIGINAL WELLS
BNG 92-28 F 00250-00-00-1 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SESW 28-27N-113W
ORIGINAL WELLS
- BNG 92-28 M 00250-00-00-2 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: MUDDY
DESCRIPTION: SESW 28-27N-113W
ORIGINAL WELLS
<PAGE>
- BNG 93-20 LW *00250-10-00-1WY SUBLETTE .5000000 .4375000 .5000000 .4375000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NWSE 20-27N-112W
ORIGINAL WELLS
BNG 94A-21 PW *02018-00-00-1WY SUBLETTE 1.0000000 .8571349 1.0000000 .8571349
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC. 21-28N-113W, SWSW
ORIGINAL WELLS
BNG 97-21 PW *00250-60-00-1WY SUBLETTE 1.0000000 .8571349 1.0000000 .8571349
OPERATOR: EOG FORMATION: MESAVERDE TRAN/M SAND
DESCRIPTION: SEC. 21-28N-113W, NWSW
ORIGINAL WELLS
- BNG 98-04 PW &*00250-70-00-1WY SUBLETTE 1.0000000 .7848011 1.0000000 .7848011
OPERATOR: EOG FORMATION: MESAVERDE 5TH ZONE
DESCRIPTION: SEC. 4-27N-113W, NWNW
ORIGINAL WELLS
BNG 99-04WIW&*00250-80-00-1 WY SUBLETTE 1.0000000 .7848011 1.0000000 .7848011
OPERATOR: EOG FORMATION: MESAVERDE 5TH ZONE
DESCRIPTION: NESW 4-27N-113W
ORIGINAL WELLS
BPMV 15-12 WIW PW*00265-30-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 36-29N-113W (NWNW)
ORIGINAL WELLS
BPMV 1-11A PW &*00261-00-00-1WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 14-29N-113W (SWSE)
ORIGINAL WELLS
<PAGE>
- BPMV 1-11A (TRAN)PW&*00261-00-00-2 WY SUBLETTE.5487000 .4632169 .5487000 .4632169
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: 14-29N-113W (SWSE)
ORIGINAL WELLS
BPMV 1-58 PW &*00261-10-00-1WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 23-29N-113W (SWSE)
ORIGINAL WELLS
BPMV 1-59 PW &*00261-20-00-1WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 23-29N-113W (NWNE)
ORIGINAL WELLS
BPMV 1-62 PW &*00261-30-00-1WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 14-29N-113W (SESW)
ORIGINAL WELLS
BPMV 1-62 (TRANS) PW&*00261-30-00-2WY SUBLETTE .5487000 .4632169 .5487000 .4632169
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: 14-29N-113W (SESW)
ORIGINAL WELLS
BPMV 1-64 PW &*00261-40-00-1WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 14-29N-113W (SENW)
ORIGINAL WELLS
BPMV 1-64 (TRANS) PW&*00261-40-00-2WY SUBLETTE .5487000 .4632169 .5487000 .4632169
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: 14-29N-113W (SENW)
ORIGINAL WELLS
<PAGE>
- BPMV 1-65 PW &*00261-50-00-1WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 23-29N-113W (SWNE)
ORIGINAL WELLS
BPMV 1-66 PW &*00261-60-00-1WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 23-29N-113W (NWSE)
ORIGINAL WELLS
BPMV 1-67 PW &*00261-70-00-1WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 14-29N-113W (NESW)
ORIGINAL WELLS
BPMV 1-83 PW &*00261-80-00-1WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 14-29N-113W (NESW)
ORIGINAL WELLS
BPMV 1-84 WIW PW&*00261-90-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 23-29N-113W (SESE)
ORIGINAL WELLS
BPMV 10-01WIW PW *00262-10-00-1WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 25-29N-113W (SWNW)
ORIGINAL WELLS
BPMV 11-56 PW *00262-20-00-1WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 26-29N-113W (NENE)
ORIGINAL WELLS
<PAGE>
- BPMV 13-01 PW *00262-40-00-1WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 25-29N-113W (SWSW)
ORIGINAL WELLS
BPMV 13-34 PW *00262-60-00-1WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 25-29N-113W (SWSW)
ORIGINAL WELLS
BPMV 13-49 PW *00262-70-00-1WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 25-29N-113W (SWSW)
ORIGINAL WELLS
BPMV 13-53 WIW PW TA*00263-00-00-1WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 25-29N-113W (NWSW)
ORIGINAL WELLS
BPMV 13-86 WIWPW *00263-20-00-1WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 25-29N-113W (NWSW)
ORIGINAL WELLS
BPMV 14-01 PW *00263-30-00-1WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 3-28N-113W (NENE)
ORIGINAL WELLS
- BPMV 14-02 PW *00263-40-00-1WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 3-28N-113W (NENE)
ORIGINAL WELLS
<PAGE>
- BPMV 14-33 (WIW)PW*00263-50-00-1WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 3-28N-113W (NWNE)
ORIGINAL WELLS
BPMV 14-34 PW*00263-60-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 3-28N-113W (NWNE)
ORIGINAL WELLS
BPMV 14-36 WIWPW*00263-70-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 3-28N-113W (NWNE)
ORIGINAL WELLS
BPMV 14-38 PW*00263-90-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 3-28N-113W (SWNE)
ORIGINAL WELLS
BPMV 14-42 (WIW)PW*00264-00-00-1WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 3-28N-113W (NENE)
ORIGINAL WELLS
BPMV 14-43 PW*00264-10-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 3-28N-113W (SENE)
ORIGINAL WELLS
BPMV 14-48 PW*00264-40-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 3-28N-113W (NENE)
ORIGINAL WELLS
<PAGE>
- BPMV 14-49 PW*00264-50-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 3-28N-113W (SENE)
ORIGINAL WELLS
-BPMV 14-51 WIWPW TA*00264-60-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 3-28N-113W (SENE)
ORIGINAL WELLS
BPMV 14-74 PW &*00264-80-00-1WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 3-28N-113W (SENW)
ORIGINAL WELLS
BPMV 14-75 PW*00264-90-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 3-28N-113W (SWNE)
ORIGINAL WELLS
BPMV 14-76 WIWPW*00265-00-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 3-28N-113W (SENE)
ORIGINAL WELLS
BPMV 15-02 PW*00266-10-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 36-29N-113W (SWSW)
ORIGINAL WELLS
BPMV 15-04 WIWPW*00267-80-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 36-29N-113W (NENW)
ORIGINAL WELLS
<PAGE>
- BPMV 15-07 WIW PW*00268-00-00-1WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 36-29N-113W (NWNW)
ORIGINAL WELLS
BPMV 15-08 WIWPW*00268-20-00-1 WY SUBLETTE .4722000 .4623532 .4722000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 36-29N-113WNWSW
ORIGINAL WELLS
BPMV 15-1 PW*00265-10-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC. 36-29N-113W (SWNW)
ORIGINAL WELLS
BPMV 15-13 PW(TAW*00265-50-00-1WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 36-29N-113W (SWSW)
ORIGINAL WELLS
BPMV 15-15 PW*00265-60-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 36-29N-113W (SESW)
ORIGINAL WELLS
BPMV 15-16 PW(TA)*00265-70-00-1WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 36-29N-113W (SWNW)
ORIGINAL WELLS
BPMV 15-17 PW*00265-80-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 36-29N-113W (NESW)
ORIGINAL WELLS
<PAGE>
-BPMV 15-18 PW(TA)*00265-90-00-1WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 36-29N-113W (SESW)
ORIGINAL WELLS
BPMV 15-19 PW(TA)*00266-00-00-1WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 36-29N-113WSESW
ORIGINAL WELLS
BPMV 15-22 WIWPW*00266-30-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 36-29N-113 W (SWSW)
ORIGINAL WELLS
BPMV 15-23 PW*00266-50-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 36-29N-113W (NESW)
ORIGINAL WELLS
BPMV 15-24 PW*00266-60-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 36-29N-113W (NWNW)
ORIGINAL WELLS
BPMV 15-25WIW PW*00266-70-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 36-29N-113W (SESW)
ORIGINAL WELLS
BPMV 15-27 WIWPW*00266-80-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 36-29N-113W (SESW)
ORIGINAL WELLS
<PAGE>
- BPMV 15-28 WIW PW*00266-90-00-1WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 36-29N-113W (SWSE)
ORIGINAL WELLS
BPMV 15-30 (WIW)PW*00267-10-00-1WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 36-29N-113W (SENW)
ORIGINAL WELLS
BPMV 15-31 PW*00267-20-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 36-29N-113W (NENW)
ORIGINAL WELLS
BPMV 15-32 PW*00267-30-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 36-29N-113W (SESW)
ORIGINAL WELLS
BPMV 15-34WIW PW*00267-50-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 36-29N-113W (SENW)
ORIGINAL WELLS
BPMV 15-35 PW*00267-60-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 36-29N-113W (SWNW)
ORIGINAL WELLS
BPMV 15-36 PW*00267-70-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 36-29N-113W (NESW)
ORIGINAL WELLS
<PAGE>
- BPMV 2-35 PW*00268-50-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 35-29N-113W (NESE)
ORIGINAL WELLS
BPMV 2-38 PW*00268-60-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 35-29N-113W (SESE)
ORIGINAL WELLS
BPMV 6-37 WIW PW&*00268-70-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 26-29N-113W (SESE)
ORIGINAL WELLS
BPMV 6-41 PW&*00268-80-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 26-29N-113W (SESE)
ORIGINAL WELLS
BPMV 6-54 PW&*00268-90-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 26-29N-113W (SENE)
ORIGINAL WELLS
BPMV 6-55 PW&*00269-00-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 26-29N-113W (SENE)
ORIGINAL WELLS
BPMV 6-61 PW&*00269-10-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 26-29N-113W (NESE)
ORIGINAL WELLS
<PAGE>
- BPMV 6-70 PW&*00101-20-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 20-29N-113W (SENE)
ORIGINAL WELLS
BPMV 8-26 PW&*00270-20-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 3-28N-113W (NENW)
ORIGINAL WELLS
BPMV 8-35 WIW PW&*00270-30-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 3-28N-113W (SENW)
ORIGINAL WELLS
BUDD 1-10 LW&*00287-40-00-1 WY SUBLETTE 1.0000000 .7412500 1.0000000 .7412500
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NENE 10-29N-113W
ORIGINAL WELLS
BURLEY #1 LW02002-90-00-1 WY SUBLETTE 1.0000000 .8625000 1.0000000 .8625000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 1950' FEL & 920' FNL 19-28N-113W NWNE
ORIGINAL WELLS
C 1-23LW *00292-90-00-1 WY SUBLETTE 1.0000000 .8557812 1.0000000 .8557812
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NWNE 23-18N-113W
ORIGINAL WELLS
C 18-14 LW *00293-50-00-1 WY SUBLETTE 1.0000000 .8557812 1.0000000 .8557812
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SESW 14-28N-113W
ORIGINAL WELLS
<PAGE>
- C 19-23 LW&*00293-60-00-1 WY SUBLETTE 1.0000000 .7500000 1.0000000 .7500000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NWSE 23-28N-113W
ORIGINAL WELLS
C 23-03LW (TA)&*00293-80-00-1 WY SUBLETTE 1.0000000 .8450000 1.0000000 .8450000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NENW 3-28N-113W
ORIGINAL WELLS
C 31-25 LW *00294-10-00-1 WY SUBLETTE 1.0000000 .8290000 1.0000000 .8290000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NWNE 25-28N-113W
ORIGINAL WELLS
C 39-03LW (TA)&*00294-20-00-1 WY SUBLETTE 1.0000000 .8450000 1.0000000 .8450000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SENW 3-28N-113W
ORIGINAL WELLS
C 43B-03LW&*00294-50-00-1 WY SUBLETTE 1.0000000 .8525000 1.0000000 .8525000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SENW 3-28N-113W
ORIGINAL WELLS
C 47-22 PW*00294-60-00-1 WY SUBLETTE 1.0000000 .8373973 1.0000000 .8373973
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SENE 22-28N-113W
ORIGINAL WELLS
C 52-22 PW*00295-20-00-1 WY SUBLETTE 1.0000000 .8373973 1.0000000 .8373973
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: NESE 22-28N-113W
ORIGINAL WELLS
<PAGE>
- C 57-25 LW *00295-50-00-1 WY SUBLETTE 1.0000000 .8290000 1.0000000 .8290000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SESW 25-28N-113W
ORIGINAL WELLS
C 63-34 LW *00296-20-00-1 WY SUBLETTE 1.0000000 .8250000 1.0000000 .8250000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SESW 34-28N-113W
ORIGINAL WELLS
C 64-33 LW *00296-30-00-1 WY SUBLETTE 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NENE 33-28N-113W
ORIGINAL WELLS
C 68-34 LW *00296-70-00-1 WY SUBLETTE 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SWSW 34-28N-113W
ORIGINAL WELLS
C 73-23 LW&*00297-00-00-2 WY SUBLETTE 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: SWSW 23-28N-113W
ORIGINAL WELLS
C 74-22 PW&*00297-20-00-1 WY SUBLETTE 1.0000000 .8373973 1.0000000 .8373973
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SESE 22-28N-113W
ORIGINAL WELLS
C 75-36 LW *00297-30-00-1 WY SUBLETTE 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SWNE 36-28N-113W
ORIGINAL WELLS
<PAGE>
- C 76-25 LW *00297-40-00-1 WY SUBLETTE 1.0000000 .8290000 1.0000000 .8290000
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SENW 25-28N-113W
ORIGINAL WELLS
C 78-26 PW&*00297-60-00-1 WY SUBLETTE 1.0000000 .8373973 1.0000000 .8373973
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: NWNW 26-28N-113W
ORIGINAL WELLS
C 84-03 LW&*00298-30-00-1 WY SUBLETTE 1.0000000 .8525000 1.0000000 .8525000
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SENW 3-28N-113W
ORIGINAL WELLS
C 85-03 LW&*00298-40-00-1 WY SUBLETTE 1.0000000 .8525000 1.0000000 .8525000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NENW 3-28N-113W
ORIGINAL WELLS
CBU 1-04 PW 00315-30-00-1 WY SUBLETTE 1.0000000 .8263918 1.0000000 .8263918
OPERATOR: EOG FORMATION: FRONTIER A
DESCRIPTION: SESE 4-28N-113W
ORIGINAL WELLS
CBU 11-34 PW 00315-50-00-1 WY SUBLETTE 1.0000000 .8391339 1.0000000 .8391339
OPERATOR: EOG FORMATION: FRONTIER "D-E"
DESCRIPTION: SESE 34-28N-113W
ORIGINAL WELLS
CBU 13-25 PW 00315-70-00-1 WY SUBLETTE 1.0000000 .8391339 1.0000000 .8391339
OPERATOR: EOG FORMATION: FRONTIER "D-E"
DESCRIPTION: NWNE 25-28N-113W
ORIGINAL WELLS
<PAGE>
- CBU 14-36 PW 00315-80-00-1 WY SUBLETTE 1.0000000 .8391339 1.0000000 .8391339
OPERATOR: EOG FORMATION: FRONTIER "D-E"
DESCRIPTION: NESW 36-28N-113W
ORIGINAL WELLS
CBU 16-25 LW00315-90-00-2 WY SUBLETTE 1.0000000 .8290000 1.0000000 .8290000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: NWSW 25-28N-113W
ORIGINAL WELLS
CBU 17-35 PW 00316-00-00-1 WY SUBLETTE 1.0000000 .8391339 1.0000000 .8391339
OPERATOR: EOG FORMATION: FRONTIER "D-E"
DESCRIPTION: SWSE 35-28N-113W
ORIGINAL WELLS
CBU 18-34 PW 00316-10-00-1 WY SUBLETTE 1.0000000 .8391339 1.0000000 .8391339
OPERATOR: EOG FORMATION: FRONTIER "D-E"
DESCRIPTION: SESW 34-28N-113W
ORIGINAL WELLS
CBU 19-34 PW 00316-20-00-1 WY SUBLETTE 1.0000000 .8391339 1.0000000 .8391339
OPERATOR: EOG FORMATION: FRONTIER "D-E"
DESCRIPTION: NENE 34-28N-113W
ORIGINAL WELLS
CBU 2-35 PW 00316-30-00-1 WY SUBLETTE 1.0000000 .8391339 1.0000000 .8391339
OPERATOR: EOG FORMATION: FRONTIER "D-E"
DESCRIPTION: SENW 35-28N-113W
ORIGINAL WELLS
CBU 20-34 PW 00316-40-00-1 WY SUBLETTE 1.0000000 .8391339 1.0000000 .8391339
OPERATOR: EOG FORMATION: FRONTIER "D-E"
DESCRIPTION: NENW 34-28N-113W
ORIGINAL WELLS
<PAGE>
- CBU 22-35 PW 00316-60-00-1 WY SUBLETTE 1.0000000 .8391339 1.0000000 .8391339
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: SESW 35-28N-113W
ORIGINAL WELLS
CBU 22-35 (TGS)PW00316-60-00-2 WY SUBLETTE 1.0000000 .8391339 1.0000000 .8391339
OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: SESW 35-28N-113W
ORIGINAL WELLS
CBU 23-34 PW 00316-70-00-1 WY SUBLETTE 1.0000000 .8391339 1.0000000 .8391339
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: SENE 34-28N-113W
ORIGINAL WELLS
CBU 23-34 (TGS)PW 00316-70-00-2 WY SUBLETTE 1.0000000 .8391339 1.0000000 .8391339
OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: SENE 34-28N-113W
ORIGINAL WELLS
CBU 26-34 PW 00316-90-00-1 WY SUBLETTE 1.0000000 .8391339 1.0000000 .8391339
OPERATOR: EOG FORMATION: FRONTIER "D-E"(F2 ZONE)
DESCRIPTION: SESE 34-28N-113W
ORIGINAL WELLS
CBU 26-34 (TGS)PW 00316-90-00-2 WY SUBLETTE 1.0000000 .8391339 1.0000000 .8391339
OPERATOR: EOG FORMATION: FRONTIER "D-E" (F1 TGS)
DESCRIPTION: SESE 34-28N-113W
ORIGINAL WELLS
CBU 27-34 PW 00317-00-00-1 WY SUBLETTE 1.0000000 .8391339 1.0000000 .8391339
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: NWNE 34-28N-113W
ORIGINAL WELLS
<PAGE>
- CBU 27-34 (TGS)PW00317-00-00-2WY SUBLETTE 1.0000000 .8391339 1.0000000 .8391339
OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: NWNE 34-28N-113W
ORIGINAL WELLS
CBU 28-23 PW 01970-40-00-1 WY SUBLETTE .9666666 .8273960 .9666666 .8273960
OPERATOR: EOG FORMATION: FRONTIER "B"
DESCRIPTION: 860' FNL & 1780' FWL, SEC 23-28N-113W(NENW)
ORIGINAL WELLS
CBU 3-34 PW 00317-10-00-1 WY SUBLETTE 1.0000000 .8391339 1.0000000 .8391339
OPERATOR: EOG FORMATION: FRONTIER "D-E"
DESCRIPTION: NWSE 34-28N-113W
ORIGINAL WELLS
CBU 36-26 PW 00317-20-00-1 WY SUBLETTE 1.0000000 .8391339 1.0000000 .8391339
OPERATOR: EOG FORMATION: FRONTIER "D-E"
DESCRIPTION: SWSE 26-28N-113W
ORIGINAL WELLS
CBU 36-26(LW) 00317-20-00-2 WY SUBLETTE 1.0000000 .8321055 1.0000000 .8321055
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: SWSE 26-28N-113W
ORIGINAL WELLS
CBU 38-14 LW01970-50-00-2 WY SUBLETTE 1.0000000 .8557813 1.0000000 .8557813
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: SWSW 14-28N-113W
ORIGINAL WELLS
CBU 38-14 PW 01970-50-00-1 WY SUBLETTE .9666666 .8273960 .9666666 .8273960
OPERATOR: EOG FORMATION: FRONTIER PA "B"
DESCRIPTION: 460' FSL, 460' FWL, SEC 14-28N-113W(SWSW)
ORIGINAL WELLS
<PAGE>
- CBU 5-14 PW 00317-40-00-1 WY SUBLETTE .9666666 .8273960 .9666666 .8273960
OPERATOR: EOG FORMATION: FRONTIER "B"
DESCRIPTION: NESW 14-28N-113W
ORIGINAL WELLS
- CBU 6-30LW *00317-50-00-2 WY SUBLETTE 1.0000000 .8355264 1.0000000 .8355264
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NWSE 30-28N-112W
ORIGINAL WELLS
CBU 6-30 PW*00317-50-00-1 WY SUBLETTE 1.0000000 .8355265 1.0000000 .8355265
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: 30-28N-112W (NWSE)
ORIGINAL WELLS
CBU 7-27 PW 00317-70-00-1 WY SUBLETTE 1.0000000 .8450000 1.0000000 .8450000
OPERATOR: EOG FORMATION: FRONTIER "C"
DESCRIPTION: SENW 27-29N-113W
ORIGINAL WELLS
CBU 9-26LW00317-80-00-1 WY SUBLETTE 1.0000000 .8090191 1.0000000 .8090191
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SWNE 26-28N-113W
ORIGINAL WELLS
CDR CRK 1-3200318-10-00-1 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: NWNE 32-27N-113W
ORIGINAL WELLS
CDR CRK 12-32 CW 00149-10-00-1 WY SUBLETTE 1.0000000 .8475000 1.0000000 .8475000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 574' FSL & 1223' FEL 32-27N-113W (SESE)
ORIGINAL WELLS
<PAGE>
WELL NAME WELL NUMBER ST COUNTY BPO BPO APO APO
- CDR CRK 2-3300101-30-00-1 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: SESE 33-27N-113W
ORIGINAL WELLS
CDR CRK 7-33 (BX)LW00148-90-00-1WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 2800' FEL & 630' FNL 33-27N-113W (NENW)
ORIGINAL WELLS
CDR CRK 7-33 (FR) LW00148-90-00-3WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 2800' FEL & 630' FNL 33-27N-113W (NENW)
ORIGINAL WELLS
CDR CRK 7-33 (M)LW00148-90-00-2 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: MUDDY
DESCRIPTION: 2800' FEL & 630' FNL 33-27N-113W (NENW)
ORIGINAL WELLS
CDR CRK 8-32LW00149-00-00-1 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 2250' FNL & 2160' FEL 32-27N-113W (SWNE)
ORIGINAL WELLS
CH FED 2-17 00321-30-00-2 WY SUBLETTE 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: SENW 17-30N-113W
ORIGINAL WELLS
CH FED 2-17 (TA)00321-30-00-1 WY SUBLETTE 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SENW 17-30N-113W
ORIGINAL WELLS
<PAGE>
-CH FED 24-0800321-40-00-2 WY SUBLETTE 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: SESW 8-30N-113W
ORIGINAL WELLS
CH FED 24-08(TA)00321-40-00-1 WY SUBLETTE 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SESW 8-30N-113W
ORIGINAL WELLS
CHAPEL 10-25LW*00322-70-00-1 WY SUBLETTE .0000000 .0166900 .0281676 .0235551
OPERATOR: PRESIDIO OIL COMPANYFORMATION: BEAR RIVER
DESCRIPTION: 1312 FNL 1306 FWL CNW-25-28N-112W (LONG ISLAND PROSPECT)
ORIGINAL WELLS
CHRISMAN 1-10 LW*00327-00-00-1 WY SUBLETTE 1.0000000 .8125000 1.0000000 .8125000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SENE 10-29N-113W
ORIGINAL WELLS
CONNELLY A 1C-32LW00091-10-00-1WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NWNE 32-27N-113W
ORIGINAL WELLS
CONNELLY A 1C-33 BX 00346-60-00-2WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: NWSW 33-27N-113W
ORIGINAL WELLS
<PAGE>
- CONNELLY B 1C-33LW00346-70-00-1WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: NWNW 33-27N-113W
ORIGINAL WELLS
CONNELLY B 1C-33LW00346-70-00-3 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 636' FNL, 662' FWL 33-27N-113W (NWNW)
ORIGINAL WELLS
CONNELLY B 1C-33LW00346-70-00-4 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: FRONTIER 1 (TGS)
DESCRIPTION: NWNW 33-27N-113W
ORIGINAL WELLS
CONNELLY B 1C-33 M00346-70-00-2 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: MUDDY
DESCRIPTION: NWNW 33-27N-113W
ORIGINAL WELLS
CUTTHROAT 1-34LW01902-20-00-1 WY SUBLETTE 1.0000000 .8150000 1.0000000 .8150000
OPERATOR: EOG FORMATION: ALMY L ZONE
DESCRIPTION: 1320' FEL, 2340' FNL 34-29N-113W S/2NE
ORIGINAL WELLS
DHU 4-10 PW*00063-50-00-1 WY SUBLETTE 1.0000000 .8327143 1.0000000 .8327143
OPERATOR: EOG FORMATION: ALMY "B"
DESCRIPTION: SESW 10-30N-113W
ORIGINAL WELLS
DPU 1 PW*00747-30-00-1 WY SUBLETTE .3149122 .2692553 .3149122 .2692553
OPERATOR: WEXPRO COMPANYFORMATION: FRONTIER A
DESCRIPTION: SWSW 14-27N-114W
ORIGINAL WELLS
DPU 10 PW*00747-60-00-1 WY SUBLETTE .3149122 .2692553 .3149122 .2692553
OPERATOR: WEXPRO COMPANYFORMATION: FRONTIER A
DESCRIPTION: SENE 10-27N-114W
ORIGINAL WELLS
<PAGE>
-DPU 11 PW*00747-70-00-1 WY SUBLETTE .4074307 .3519728 .4074320 .3519728
OPERATOR: WEXPRO COMPANYFORMATION: FRONTIER B-C
DESCRIPTION: NWSE 34-28N-114W
ORIGINAL WELLS
DPU 13 PW*00747-80-00-1 WY SUBLETTE .3149122 .2692553 .3149122 .2692553
OPERATOR: WEXPRO COMPANYFORMATION: FRONTIER A
DESCRIPTION: SWNE 14-27N-114W
ORIGINAL WELLS
DPU 14 PW*00747-90-00-1 WY SUBLETTE .4074307 .3519728 .4074307 .3519728
OPERATOR: WEXPRO COMPANYFORMATION: FRONTIER B-C
DESCRIPTION: NESE 4-27N-114W
ORIGINAL WELLS
DPU 22 FR PW*00749-10-00-1 WY SUBLETTE .3149122 .2692553 .3149122 .2692553
OPERATOR: WEXPRO COMPANYFORMATION: FRONTIER A
DESCRIPTION: NWNW 24-27N-114W
ORIGINAL WELLS
DPU 23 PW*00749-20-00-1 WY SUBLETTE .2500000 .2165625 .2500000 .2165625
OPERATOR: WEXPRO COMPANYFORMATION: BEAR RIVER
DESCRIPTION: NWSE 4-27N-114W
ORIGINAL WELLS
DPU 23 PW*00749-30-00-1 WY SUBLETTE .2500000 .2165625 .2500000 .2165625
OPERATOR: WEXPRO COMPANYFORMATION: FRONTIER
DESCRIPTION: NWSE 4-27N-114W
ORIGINAL WELLS
DPU 26 PW*00749-80-00-1 WY SUBLETTE .2500000 .2165625 .2500000 .2165625
OPERATOR: WEXPRO COMPANYFORMATION: NUGGET
DESCRIPTION: NESW 10-27N-114W
ORIGINAL WELLS
<PAGE>
-DPU 3 PW*00750-00-00-1 WY SUBLETTE .4074307 .3519728 .4074307 .3519728
OPERATOR: WEXPRO COMPANYFORMATION: FRONTIER B-C
DESCRIPTION: SWSW 4-27N-114W
ORIGINAL WELLS
DPU 6 FR PW*00750-70-00-1 WY SUBLETTE .4074307 .3519728 .4074320 .3519728
OPERATOR: WEXPRO COMPANYFORMATION: FRONTIER B-C
DESCRIPTION: SWNE 36-28N-114W
ORIGINAL WELLS
DPU 8 P/A*00750-80-00-1 WY SUBLETTE .4074307 .3519728 .4074320 .3519728
OPERATOR: WEXPRO COMPANYFORMATION: FRONTIER
DESCRIPTION: SESE 35-28N-114W
ORIGINAL WELLS
DPU 9 PW*00751-00-00-1 WY SUBLETTE .4074307 .3519728 .4074320 .3519728
OPERATOR: WEXPRO COMPANYFORMATION: FRONTIER B-C
DESCRIPTION: NESE 3-27N-114W
ORIGINAL WELLS
DRY BASIN 1-8 CW*00158-30-00-1 WY SUBLETTE 1.0000000 .8400000 1.0000000 .8400000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 1222' FSL & 1027' FWL, SEC 8-28N-113W(SWSW)
ORIGINAL WELLS
DRY PINEY-BR A*99999-99-99-T WY SUBLETTE .2500000 .2165620 .2500000 .2165620
OPERATOR: WEXPRO COMPANYFORMATION: BEAR RIVER
DESCRIPTION: BEAR RIVER PA "A"
ORIGINAL WELLS
DRY PINEY-BR B*99999-99-99-U WY SUBLETTE .2500000 .2165620 .2500000 .2165620
OPERATOR: WEXPRO COMPANYFORMATION: BEAR RIVER
DESCRIPTION: BEAR RIVER PA "B"
ORIGINAL WELLS
<PAGE>
- DRY PINEY-DAKOTA A*99999-99-99-VWY SUBLETTE .2500000 .2165620 .2500000 .2165620
OPERATOR: WEXPRO COMPANYFORMATION: DAKOTA
DESCRIPTION: DAKOTA PA "A"
ORIGINAL WELLS
DRY PINEY-FRONT. B-C*99999-99-99-SWY SUBLETTE .3089990 .2671000 .3089990 .2671000
OPERATOR: WEXPRO COMPANYFORMATION: FRONTIER
DESCRIPTION: CONSL. FRONTIER PA "B-C"
ORIGINAL WELLS
DRY PINEY-FRONTIER A*99999-99-99-RWY SUBLETTE .2412290 .2071550 .2412290 .2071550
OPERATOR: WEXPRO COMPANYFORMATION: FRONTIER
DESCRIPTION: FRONTIER PA "A"
ORIGINAL WELLS
DRY PINEY-NUGGET *99999-99-99-EWY SUBLETTE .2500000 .2165625 .2500000 .2165625
OPERATOR: WEXPRO COMPANYFORMATION: NUGGET
DESCRIPTION: NUGGET PA "A"
ORIGINAL WELLS
- E 22-31 LW *00069-10-00-1 WY SUBLETTE 1.0000000 .8557813 1.0000000 .8557813
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SWSE 31-28N-112W
ORIGINAL WELLS
ELB R 1-29 PW*00768-30-00-1 WY SUBLETTE .8125000 .7034374 .8125000 .7034374
OPERATOR: EOG FORMATION: ALMY R-1
DESCRIPTION: 29-27N-112W, NESE
ORIGINAL WELLS
ELB R 7-32LW *00768-50-00-1 WY SUBLETTE .8125000 .6562510 .8125000 .6562510
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 32-27N-112W, NWNE
ORIGINAL WELLS
<PAGE>
- ELB R 8-29 PW*00768-60-00-1 WY SUBLETTE .7500000 .6562510 .7500000 .6562510
OPERATOR: EOG FORMATION: ALMY R-8
DESCRIPTION: 29-27N-112W, LOT 7(NWSE)
ORIGINAL WELLS
ELB R 9-29LW *00768-70-00-1 WY SUBLETTE 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 29-27N-112W, SWNE
ORIGINAL WELLS
ELB 1-33 PW 00768-90-00-1 WY SUBLETTE .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SESE 33-27N-112W
ORIGINAL WELLS
ELB 12-27 LW00769-20-00-1 WY SUBLETTE .5000000 .4180850 .5000000 .4180850
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SENW 27-27N-112W
ORIGINAL WELLS
ELB 15-29 PW 00769-30-00-1 WY SUBLETTE .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NENE 29-27N-112W
ORIGINAL WELLS
ELB 17-33 PW 00769-50-00-1 WY SUBLETTE .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NWSW 33-27N-112W
ORIGINAL WELLS
ELB 19-28 PW 00769-90-00-1 WY SUBLETTE .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NWSW 28-27N-112W
ORIGINAL WELLS
<PAGE>
- ELB 2A-33 PW 00770-10-00-1 WY SUBLETTE .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NENW 33-27N-112W
ORIGINAL WELLS
ELB 20-21 PW 00770-30-00-1 WY SUBLETTE .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NESW 21-27N-112W
ORIGINAL WELLS
ELB 21-29 PW 00770-50-00-1 WY SUBLETTE .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NWNW 29-27N-112W
ORIGINAL WELLS
ELB 22-32 PW 00770-60-00-1 WY SUBLETTE .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NWNW 32-27N-112W
ORIGINAL WELLS
ELB 25-32 PW 00770-90-00-1 WY SUBLETTE .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SESE 32-27N-112W
ORIGINAL WELLS
ELB 27-32 PW 00771-10-00-1 WY SUBLETTE .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NWNE 27-27N-112W
ORIGINAL WELLS
ELB 29-28 PW 00771-30-00-1 WY SUBLETTE .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NESE 28-27N-112W
ORIGINAL WELLS
<PAGE>
- ELB 30-21 PW 00771-40-00-1 WY SUBLETTE .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: LOT 8 21-27N-112W
ORIGINAL WELLS
ELB 31-21 PW 02147-40-00-1 WY SUBLETTE .5137380 .4433424 .5137380 .4433424
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 630' FNL, 825' FEL 21-27N-112W NENE
ORIGINAL WELLS
ELB 32-33 PW 00771-60-00-1 WY SUBLETTE .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NWNW 33-27N-112W
ORIGINAL WELLS
ELB 33-28 PW 00771-70-00-1 WY SUBLETTE .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SENW 28-27N-112W
ORIGINAL WELLS
ELB 40-32 PW*00772-50-00-1 WY SUBLETTE .4533659 .3940400 .4533659 .3940400
OPERATOR: EOG FORMATION: MESA "A"
DESCRIPTION: 32-27N-112W, SWNE
ORIGINAL WELLS
ELB 41-28 PW 00151-70-00-1 WY SUBLETTE 1.0000000 .8656687 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NESW 28-27N-112W
ORIGINAL WELLS
ELB 5-28 PW 00773-00-00-1 WY SUBLETTE .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NWNE 28-27N-112W
ORIGINAL WELLS
<PAGE>
- ELB 68-22 PW 00164-50-00-1 WY SUBLETTE .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SWSW 22-27N-112W
ORIGINAL WELLS
ELB 7-29 PW 00773-20-00-1 WY SUBLETTE .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NESW 29-27N-112W
ORIGINAL WELLS
ELB 8-32 PW 00773-30-00-1 WY SUBLETTE .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NESW 32-27N-112W
ORIGINAL WELLS
FEDERAL 10-29LW*00111-90-00-1WY SUBLETTE.3181080 .2560769 .3181080 .2560769
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER AND OR BEAR RIVER
DESCRIPTION: 1320 FNL 1320 FWL (NW-29-27N-111W (BIRD CANYON PROSPECT)
ORIGINAL WELLS
FEDERAL30-15 CW*00110-40-00-1 WY SUBLETTE .3181080 .2477266 .2544864 .2045886
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER
DESCRIPTION: SW-15-27N-111W (W2) (BIRD CANYON PROSPECT)
ORIGINAL WELLS
FEDERAL 10-05 LW*00109-80-00-1 WY SUBLETTE .3181080 .2521005 .2193040 .1693282
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER AND OR BEAR RIVER
DESCRIPTION: NW 5-27N-111W
ORIGINAL WELLS
FEDERAL 10-17 LW*00110-50-00-1 WY SUBLETTE .3181080 .2560769 .3181080 .2560769
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER AND OR BEAR RIVER
DESCRIPTION: NW-17-27N-111W (W2) (BIRD CANYON PROSPECT)
ORIGINAL WELLS
<PAGE>
- FEDERAL 10-19 LW*00111-10-00-1WY SUBLETTE .2125000 .1710620 .2125000 .1710620
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER AND OR BEAR RIVER
DESCRIPTION: NW-19-27N-111W
ORIGINAL WELLS
FEDERAL 10-20 LW *00111-20-00-1WY SUBLETTE .1130950 .0910415 .1130950 .0910415
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER AND OR BEAR RIVER
DESCRIPTION: NW-20-27N-111W (BIRD CANYON PROSPECT)
ORIGINAL WELLS
FEDERAL 10-28 LW *00111-70-00-1WY SUBLETTE .2907640 .2151653 .2907640 .2151653
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER AND OR BEAR RIVER
DESCRIPTION: NW-28-27N-111W (BIRD CANYON PROSPECT)
ORIGINAL WELLS
FEDERAL 10-30 CW*00112-20-00-1 WY SUBLETTE .2125000 .1722387 .2125000 .1722387
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER AND OR BEAR RIVER
DESCRIPTION: NW-30-27N-111W (W2) (BIRD CANYON PROSPECT)
ORIGINAL WELLS
FEDERAL 10-31 LW*00791-50-00-1 WY SUBLETTE .2491698 .1963644 .1789269 .1440362
OPERATOR: PRESIDIO OIL COMPANYFORMATION: BEAR RIVER
DESCRIPTION: 938 FWL 1320 FNL (W2NW-31-28N-111W) (BIRD CANYON PROSPECT)
ORIGINAL WELLS
FEDERAL 10-32 LW*00112-40-00-1 WY SUBLETTE .2293561 .1697236 .2293561 .1697236
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER AND OR BEAR RIVER
DESCRIPTION: SENW-32-27N-11W
ORIGINAL WELLS
FEDERAL 10-8(LW)*00110-20-00-1 WY SUBLETTE .2226760 .1781410 .2226760 .1781410
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER AND OR BEAR RIVER
DESCRIPTION: NW-8-27N-111W (W2) (BIRD CANYON PROSPECT)
ORIGINAL WELLS
<PAGE>
- FEDERAL 20-07 LW*00110-00-00-1WY SUBLETTE .2544864 .2083607 .2544864 .2083607
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER AND OR BEAR RIVER
DESCRIPTION: NE 7-27N-111W(BIRD CANYON PROSPECT)
ORIGINAL WELLS
FEDERAL 20-17 LW *00110-60-00-1WY SUBLETTE .1908648 .1517375 .1908648 .1517375
OPERATOR: PRESIDIO OIL COMPANYFORMATION: BEAR RIVER
DESCRIPTION: NWNE 17-27N-111W (NE) (BIRD CANYON PROSPECT)
ORIGINAL WELLS
FEDERAL 20-20 LW *00111-30-00-1WY SUBLETTE .0954478 .0768349 .0954478 .0768349
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER AND OR BEAR RIVER
DESCRIPTION: E2-20-27N-111W (NE) (BIRD CANYON PROSPECT)
ORIGINAL WELLS
FEDERAL 20-29 CW*00112-00-00-1 WY SUBLETTE .3101554 .2512656 .3101554 .2512656
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER/BEAR RIVER
DESCRIPTION: 1120 FNL 1520 FEL (SE-29-27N-111W) (BIRD CANYON PROSPECT)
ORIGINAL WELLS
FEDERAL 30-08 CW*00110-30-00-1 WY SUBLETTE .2226760 .1765502 .2226760 .1765502
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER AND OR BEAR RIVER
DESCRIPTION: SW-8-27N-111W (BIRD CANYON PROSPECT)
ORIGINAL WELLS
FEDERAL 30-17 LW*00110-70-00-1 WY SUBLETTE .3181080 .2560769 .3181080 .2560769
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER AND OR BEAR RIVER
DESCRIPTION: SW-17-27N-111W(BIRD CANYON PROSPECT)
ORIGINAL WELLS
- FEDERAL 30-20 CW*00111-40-00-1 WY SUBLETTE .0343370 .0300043 .0343370 .0300043
OPERATOR: PRESIDIO OIL COMPANYFORMATION: BEAR RIVER
DESCRIPTION: 1120 FSL 1120 FWL (SWSW-20-27N-111W) (BIRD CANYON PROSPECT)
ORIGINAL WELLS
<PAGE>
- FEDERAL 30-28CW*00119-70-00-1WY SUBLETTE .2907640 .2151655 .2907640 .2151655
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER/BEAR RIVER
DESCRIPTION: SW-28-27N-111W(BIRD CANYON PROSPECT)
ORIGINAL WELLS
FEDERAL 30-31 LW *00109-70-00-1WY SUBLETTE .0704190 .0566873 .0704190 .0566873
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER AND OR BEAR RIVER
DESCRIPTION: SW-31-28N-111W (BIRD CANYON PROSPECT)
ORIGINAL WELLS
FEDERAL 40-06*00109-90-00-1WY SUBLETTE .2226760 .1781408 .2226760 .1781408
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER AND OR BEAR RIVER
DESCRIPTION: SE 6-27N-111W
ORIGINAL WELLS
FEDERAL 40-07 LW*00110-10-00-1 WY SUBLETTE .0000000 .0000000 .2544864 .1937274
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER AND OR BEAR RIVER
DESCRIPTION: SE 7-27N-111W (BIRD CANYON PROSPECT)
ORIGINAL WELLS
FEDERAL 40-17 LW*01932-00-00-1 WY SUBLETTE .0473856 .0381454 .0473856 .0381454
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER AND OR BEAR RIVER
DESCRIPTION: SE-17-27N-111W (BIRD CANYON PROSPECT)
ORIGINAL WELLS
FEDERAL 40-20 LW*00111-50-00-1 WY SUBLETTE .0771502 .0607558 .0771502 .0607558
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER AND OR BEAR RIVER
DESCRIPTION: E2-20-27N-111W (SE) (BIRD CANYON PROSPECT)
ORIGINAL WELLS
FEDERAL 40-29 CW*00112-10-00-1 WY SUBLETTE .3101554 .2512656 .3101554 .2512656
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER/BEAR RIVER
DESCRIPTION: 1320 FEL 1320 FSL (SE-29-27N-111W(BIRD CANYON PROSPECT)
ORIGINAL WELLS
<PAGE>
- FEDERAL 40-30 LW*00112-30-00-1WY SUBLETTE .2125000 .1710625 .2125000 .1710625
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER AND OR BEAR RIVER
DESCRIPTION: SE-30-27N-111W
ORIGINAL WELLS
FEDERAL 40-32 LW *00112-50-00-1WY SUBLETTE .3181080 .2560768 .3181080 .2560768
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER AND OR BEAR RIVER
DESCRIPTION: SE-32-27N-111W (BIRD CANYON PROSPECT)
ORIGINAL WELLS
FFC 1-01LW&*00798-30-00-1 WY SUBLETTE .8750000 .7000000 .6125000 .5236875
OPERATOR: EOG FORMATION: MUDDY
DESCRIPTION: SESE 1-27N-112W
ORIGINAL WELLS
FFC 1-15 PW 00797-70-00-1 WY SUBLETTE 1.0000000 .8573513 1.0000000 .8573513
OPERATOR: EOG FORMATION: FRONTIER/BEAR RIVER MUDDY
DESCRIPTION: 1650' FSL, 1650' FWL 15-27N-112W NESW
ORIGINAL WELLS
FFC 10-15 PW 00797-80-00-1 WY SUBLETTE 1.0000000 .8573513 1.0000000 .8573513
OPERATOR: EOG FORMATION: FRONTIER/BEAR RIVER MUDDY
DESCRIPTION: 2070' FEL, 2125' FNL 15-27N-112W SWNE
ORIGINAL WELLS
FFC 11-14 LW *00797-90-00-1 WY SUBLETTE 1.0000000 .7474281 1.0000000 .7474281
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: C NW 14-27N-112W
ORIGINAL WELLS
FFC 13-10 PW 01970-30-00-1 WY SUBLETTE 1.0000000 .8573513 1.0000000 .8573513
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 813' FSL, 2170' FEL 10-27N-112W SWSE
ORIGINAL WELLS
<PAGE>
- FFC 2-12 CW 00798-00-00-1 WY SUBLETTE .8062500 .6843437 .8062500 .6843437
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SENE 12-27N-112W
ORIGINAL WELLS
FFC 2-12 CW 00798-50-00-1 WY SUBLETTE .9000000 .7645000 .9000000 .7645000
OPERATOR: EOG FORMATION: MUDDY
DESCRIPTION: SENE 12-27N-112W
ORIGINAL WELLS
FFC 3-12LW00798-60-00-1 WY SUBLETTE 1.0000000 .8450000 1.0000000 .8450000
OPERATOR: EOG FORMATION: BEAR RIVER
DESCRIPTION: 1300' FSL, 500' FEL 12-27N-112W SESE
ORIGINAL WELLS
FFC 3-12LW00798-60-00-2 WY SUBLETTE 1.0000000 .8450000 1.0000000 .8450000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 1300' FSL, 500' FEL 12-27N-112W SESE
ORIGINAL WELLS
FFC 3-12 (TGS)LW00798-60-00-3 WY SUBLETTE 1.0000000 .8450000 1.0000000 .8450000
OPERATOR: EOG FORMATION: FRONTIER (TGS)
DESCRIPTION: 1300' FSL, 500' FEL 12-27N-112W SESE
ORIGINAL WELLS
FFC 4-13 LW 00798-70-00-1 WY SUBLETTE 1.0000000 .8450000 1.0000000 .8450000
OPERATOR: EOG FORMATION: MUDDY
DESCRIPTION: NENE 13-27N-112W
ORIGINAL WELLS
FFC 5-13LW00798-80-00-1 WY SUBLETTE 1.0000000 .8450000 1.0000000 .8450000
OPERATOR: EOG FORMATION: MUDDY
DESCRIPTION: NESE 13-27N-112W
ORIGINAL WELLS
FFC 6-31LW00798-90-00-1 WY SUBLETTE 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: BEAR RIVER
DESCRIPTION: SWNE 31-28N-111W
ORIGINAL WELLS
<PAGE>
-FFC 7-31 (BR) CW00799-00-00-1WY SUBLETTE .0000000 .0000000 .6644060 .5448468
OPERATOR: EOG FORMATION: BEAR RIVER
DESCRIPTION: 1320' FSL, 519' FEL 31-28N-111W NWSE
ORIGINAL WELLS
FFC 8-30LW00799-10-00-1 WY SUBLETTE 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: BEAR RIVER
DESCRIPTION: NESW 30-28N-111W
ORIGINAL WELLS
FFCU 2-10 PW &*00798-00-00-2WY SUBLETTE 1.0000000 .8573513 1.0000000 .8573513
OPERATOR: EOG FORMATION: FRONTIER/BEAR RIVER MUDDY
DESCRIPTION: SESW 10-27N-112W
ORIGINAL WELLS
FFF 1-1LW 00798-30-00-2 WY SUBLETTE .8750000 .7000000 .6125000 .5236875
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SESE 1-27N-112W
ORIGINAL WELLS
FFF 7-31 (FRONT)CW00799-00-00-2 WY SUBLETTE .0000000 .0000000 .6644060 .5448468
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 1320' FSL, 519' FEL 31-28N-111W NESE
ORIGINAL WELLS
FOG CRK 1-08 PW*00910-40-00-1 WY SUBLETTE .2168523 .1764244 .2168523 .1764244
OPERATOR: EXXON CO USAFORMATION: FRONTIER B
DESCRIPTION: SESW 8-28N-114W
ORIGINAL WELLS
FOG CRK 1-32 PW*00910-30-00-1 WY SUBLETTE .1145950 .0977064 .1145950 .0977064
OPERATOR: EXXON CO USAFORMATION: FRONTIER A
DESCRIPTION: LOT 19 32-28N-114W
ORIGINAL WELLS
<PAGE>
- FOG CRK 10-08 LW*00910-50-00-1WY SUBLETTE .1250000 .0990168 .1250000 .0990168
OPERATOR: EXXON CO USAFORMATION: FRONTIER
DESCRIPTION: NENW 8-28N-113W (FOGARY CREEK PROSPECT)
ORIGINAL WELLS
FOG CRK 2-16 PW*00910-80-00-1 WY SUBLETTE .2168523 .1764244 .2168523 .1764244
OPERATOR: EXXON CO USAFORMATION: FRONTIER B
DESCRIPTION: SWNW 16-28N-114W
ORIGINAL WELLS
FOG CRK 3-04 LW*00910-90-00-1 WY SUBLETTE .2500000 .1950000 .1250000 .0990168
OPERATOR: EXXON CO USAFORMATION: FRONTIER
DESCRIPTION: LOT 18 4-28N-114W
ORIGINAL WELLS
FOG CRK 4-17 PW*00911-00-00-1 WY SUBLETTE .2168523 .1764244 .2168523 .1764244
OPERATOR: EXXON CO USAFORMATION: FRONTIER B
DESCRIPTION: SWSE 17-28N-114W
ORIGINAL WELLS
FOG CRK 6-16 PW*00911-10-00-1 WY SUBLETTE .2168523 .1764244 .2168523 .1764244
OPERATOR: EXXON CO USAFORMATION: FRONTIER "B"
DESCRIPTION: SWSE 16-28N-114W
ORIGINAL WELLS
FOG CRK 7-09LW*00911-20-00-1 WY SUBLETTE .6875000 .5128719 .3437500 .2774553
OPERATOR: EXXON CO USAFORMATION: FRONTIER
DESCRIPTION: SWSE 9-28N-114W (W2SE4)
ORIGINAL WELLS
FOG CRK 8-20 PW*00911-30-00-1 WY SUBLETTE .2168523 .1764244 .2168523 .1764244
OPERATOR: EXXON CO USAFORMATION: FRONTIER "B"
DESCRIPTION: NESE 20-28N-114W
ORIGINAL WELLS
<PAGE>
- FOG CRK 9-21 PW*00911-40-00-1WY SUBLETTE .2168523 .1764244 .2168523 .1764244
OPERATOR: EXXON CO USAFORMATION: FRONTIER "B"
DESCRIPTION: NESW 21-28N-114W
ORIGINAL WELLS
GHU 3-32 PW*00939-80-00-1 WY SUBLETTE .5000000 .4275042 .5000000 .4275042
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SWNW 32-31N-113W
ORIGINAL WELLS
GHU 5-32 PW*00939-90-00-1 WY SUBLETTE .5000000 .4275042 .5000000 .4275042
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SESW 32-31N-113W
ORIGINAL WELLS
GRB B 18-19 (BAX)PW02173-00-00-1WY SUBLETTE 1.0000000 .8547652 1.0000000 .8547652
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: LOT 4, (SWSW), 19-27N-112W, 750' FSL & 560' FWL
ORIGINAL WELLS
GRB B 2-36 BAXTER PW00158-20-00-1WY SUBLETTE 1.0000000 .8547652 1.0000000 .8547652
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 580' FNL & 2650' FEL (NWNE), 36-27N-113W
ORIGINAL WELLS
GRB B 4-36 (BAX)PW01975-30-00-1 WY SUBLETTE 1.0000000 .8547652 1.0000000 .8547652
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 1900' FWL & 1700' FSL (NESW), 36,27N,113W
ORIGINAL WELLS
GRB B 5-36 BAX)PW01975-40-00-1 WY SUBLETTE 1.0000000 .8547652 1.0000000 .8547652
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 1370' FSL & 1279' FEL, NESE, 36: 27N-113W
ORIGINAL WELLS
<PAGE>
GRB B 6-1 (BAX)PW01975-50-00-1WY SUBLETTE 1.0000000 .8547652 1.0000000 .8547652
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 518' FNL & 1467' FEL, LOT 37, 1-26N-113W
ORIGINAL WELLS
GRB T 14-34 PW*00946-10-00-1 WY SUBLETTE .0000000 .0000000 .5235390 .4493539
OPERATOR: EOG FORMATION: MESV A-B-C
DESCRIPTION: 34-27N-113W, NENE
ORIGINAL WELLS
GRB T 15-27 PW*00946-20-00-1 WY SUBLETTE .0000000 .0000000 .5235390 .4491970
OPERATOR: EOG FORMATION: MESV A-B-C
DESCRIPTION: 27-27N-113W, NWNE
ORIGINAL WELLS
GRB T 16A-27 PW*00946-30-00-1 WY SUBLETTE .0000000 .0000000 .5235390 .4491970
OPERATOR: EOG FORMATION: MESV A-B-C
DESCRIPTION: 27-27N-113W, SWNE
ORIGINAL WELLS
GRB T 17-27 PW*00946-40-00-1 WY SUBLETTE .0000000 .0000000 .5235390 .4491970
OPERATOR: EOG FORMATION: MESV A-B-C
DESCRIPTION: 27-27N-113W, NENE
ORIGINAL WELLS
GRB T 18-27 PW*00946-50-00-1 WY SUBLETTE .0000000 .0000000 .5235390 .4491970
OPERATOR: EOG FORMATION: MESV A-B-C
DESCRIPTION: 27-27N-113W, SENE
ORIGINAL WELLS
GRB T 24-27 PW*00947-10-00-1 WY SUBLETTE .0000000 .0000000 .5235390 .4491970
OPERATOR: EOG FORMATION: MESV A-B-C
DESCRIPTION: 27-27N-113W, NESE
ORIGINAL WELLS
<PAGE>
- GRB T 26-35 PW*00947-20-00-1 WY SUBLETTE .0000000 .0000000 .5235390 .4491970
OPERATOR: EOG FORMATION: MESV A-B-C
DESCRIPTION: 35-27N-113W, SWNW
ORIGINAL WELLS
GRB T 27-35 PW*00947-30-00-1 WY SUBLETTE .0000000 .0000000 .5235390 .4491970
OPERATOR: EOG FORMATION: MESV "A-B-C"
DESCRIPTION: 35-27N-113W (NWNW)
ORIGINAL WELLS
GRB T 28-35 PW*00947-60-00-1 WY SUBLETTE .0000000 .0000000 .5235390 .4491970
OPERATOR: EOG FORMATION: MESV A-B-C
DESCRIPTION: 35-27N-113W, NWSW
ORIGINAL WELLS
- GRB T 29-35 PW*00947-70-00-1 WY SUBLETTE .0000000 .0000000 .5235390 .4491970
OPERATOR: EOG FORMATION: MESV A-B-C
DESCRIPTION: 35-27N-113W, NENW
ORIGINAL WELLS
GRB T 32-27 PW*00947-90-00-1 WY SUBLETTE .0000000 .0000000 .5235390 .4491970
OPERATOR: EOG FORMATION: MESV A-B-C
DESCRIPTION: 27-27N-113W, SESE
ORIGINAL WELLS
GRB T 36-35 PW*00948-30-00-1 WY SUBLETTE .0000000 .0000000 .5235390 .4491970
OPERATOR: EOG FORMATION: MESV A-B-C
DESCRIPTION: 35-27N-113W, SENW
ORIGINAL WELLS
GRB T 37-35 PW*00948-40-00-1 WY SUBLETTE .0000000 .0000000 .5235390 .4491970
OPERATOR: EOG FORMATION: MESV A-B-C
DESCRIPTION: 35-27N-113W, NESW
ORIGINAL WELLS
<PAGE>
- GRB T 39-35*00948-50-00-1 WY SUBLETTE .0000000 .0000000 .5235390 .4491970
OPERATOR: EOG FORMATION: MESV A-B-C
DESCRIPTION: 35-27N-113W, SWSW
ORIGINAL WELLS
GRB T 44-31 PW*00948-90-00-1 WY SUBLETTE 1.0000000 .8450000 1.0000000 .8450000
OPERATOR: EOG FORMATION: ALMY T-41
DESCRIPTION: NESW 31-27N-112W
ORIGINAL WELLS
GRB T 60-34 PW*00949-90-00-1 WY SUBLETTE .5235390 .4491970 .5235390 .4491970
OPERATOR: EOG FORMATION: MESAVERDE A-B-C
DESCRIPTION: 34-27N-113W, SENE
ORIGINAL WELLS
GRB T 61-34 PW*00950-00-00-1 WY SUBLETTE .5235390 .4491970 .5235390 .4491970
OPERATOR: EOG FORMATION: MESAVERDE A-B-C
DESCRIPTION: 34-27N-113W, NESE
ORIGINAL WELLS
GRB T 62-34 PW*00950-10-00-1 WY SUBLETTE .5235390 .4491970 .5235390 .4491970
OPERATOR: EOG FORMATION: MESAVERDE A-B-C
DESCRIPTION: 34-27N-113W, SESE
ORIGINAL WELLS
GRB T 8-36 PW*00951-10-00-1 WY SUBLETTE 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: ALMY T-5
DESCRIPTION: 36-27N-113W, NESW
ORIGINAL WELLS
GRB 1-19 PW00951-80-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SWNE 19-27N-112W
ORIGINAL WELLS
<PAGE>
- GRB 10-09 PW 00951-90-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SENW 9-27N-112W
ORIGINAL WELLS
GRB 100-35 PW 00952-00-00-1 WY SUBLETTE .9190310 .7785252 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B (ZONE 2)
DESCRIPTION: SEC. 35-27N-113W, (NWNW)
ORIGINAL WELLS
GRB 100-35 (TGS)PW00952-00-00-2 WY SUBLETTE .9190310 .7785252 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B (ZONE 1/TGS)
DESCRIPTION: SEC. 35-27N-113W, (NWNW)
ORIGINAL WELLS
GRB 102-36 BR PW00159-50-00-2 WY SUBLETTE 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: 560' FNL & 2700' FEL {NWNE}, SEC 36-27N-113W
ORIGINAL WELLS
GRB 102-36 F PW 00159-50-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: 560' FNL & 2700' FEL {NWNE} SEC 36-27N-113W
ORIGINAL WELLS
GRB 13-17 PW 00952-20-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SWSE 17-27N-112W
ORIGINAL WELLS
GRB 14-20 PW 00952-30-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SESW 20-27N-112W
ORIGINAL WELLS
<PAGE>
- GRB 15-07 PW 00952-40-00-1 WY SUBLETTE 1.0000000 .8453506 1.0000000 .8453506
OPERATOR: EOG FORMATION: FRONTIER "C"
DESCRIPTION: NENW 7-27N-112W
ORIGINAL WELLS
GRB 152-11 PW 00158-00-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: 2391' FEL & 2615' FNL, SEC. 11-26N-113W, (SWNE)
ORIGINAL WELLS
GRB 16-33 LW00952-50-00-1 WY SUBLETTE 1.0000000 .8450000 1.0000000 .8450000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NWNW 33-28N-112W
ORIGINAL WELLS
GRB 19-35 BR PW 00952-90-00-2 WY SUBLETTE .8289570 .7060032 .8289570 .7060032
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: NWSE 35-27N-113W
ORIGINAL WELLS
GRB 19-35 F PW 00952-90-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NWSE 35-27N-113W
ORIGINAL WELLS
GRB 21-34 F PW 00953-40-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SENE 34-27N-113W
ORIGINAL WELLS
- GRB 21-34 M PW 00953-40-00-2 WY SUBLETTE .8289570 .7060032 .8289570 .7060032
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: SENE 34-27N-113W
ORIGINAL WELLS
<PAGE>
- GRB 22-27 BR PW00953-50-00-2WY SUBLETTE .8289570 .7060032 .8289570 .7060032
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: SWNE 27-27N-113W
ORIGINAL WELLS
GRB 22-27 F PW 00953-50-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SWNE 27-27N-113W
ORIGINAL WELLS
GRB 28-18 PW 00954-00-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NESE 18-27N-112W
ORIGINAL WELLS
GRB 29-30 PW 00954-10-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NENW 30-27N-112W
ORIGINAL WELLS
GRB 29-30 (BAX) PW00954-10-00-2 WY SUBLETTE 1.0000000 .8547652 1.0000000 .8547652
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 500' FNL & 1320' FWL, NENW 30-27N-112W
ORIGINAL WELLS
GRB 3-31 PW 00954-30-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NWSE 31-27N-112W
ORIGINAL WELLS
GRB 33-06 PW 00954-50-00-1 WY SUBLETTE 1.0000000 .8453530 1.0000000 .8453530
OPERATOR: EOG FORMATION: FRONTIER "C"
DESCRIPTION: SWSE 6-27N-112W
ORIGINAL WELLS
<PAGE>
- GRB 35-07 PW 00954-70-00-1 WY SUBLETTE 1.0000000 .8453530 1.0000000 .8453530
OPERATOR: EOG FORMATION: FRONTIER "C"
DESCRIPTION: SESE 7-27N-112W
ORIGINAL WELLS
GRB 36-18 PW 00954-80-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SESW 18-27N-112W
ORIGINAL WELLS
GRB 37-20 PW 00954-90-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NENW 20-27N-112W
ORIGINAL WELLS
GRB 38-36 PW 00955-00-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: 1345' FNL & 500' FELSENE 36-27N-113W
ORIGINAL WELLS
GRB 38-36 (BAX)PW00955-00-00-2 WY SUBLETTE 1.0000000 .8547652 1.0000000 .8547652
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 1345' FNL500' FEL, SENE, 36-27N-113W
ORIGINAL WELLS
GRB 39A-31 PW 00955-10-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: 1600' FNL & 1600' FWL, SEC. 31-27N-112W, (SENW)
ORIGINAL WELLS
GRB 39A-31 (BAX)PW00955-10-00-2 WY SUBLETTE 1.0000000 .8547652 1.0000000 .8547652
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 1600' FNL & 1600' FWL, SEC. 31-27N-112W, (SENW)
ORIGINAL WELLS
<PAGE>
- GRB 41-36 BRPW00955-40-00-2 WY SUBLETTE .8289570 .7060032 .8289570 .7060032
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: SWNW 36-27N-113W
ORIGINAL WELLS
GRB 41-36 F PW 00955-40-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SWNW 36-27N-113W
ORIGINAL WELLS
GRB 46A-1 (BAX)PW 00955-90-00-2 WY SUBLETTE 1.0000000 .8547652 1.0000000 .8547652
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 5262' FNL & 963' FEL, LOT 37, 1-26N-113W
ORIGINAL WELLS
GRB 49-19 PW 00956-10-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SESE 19-27N-113W
ORIGINAL WELLS
GRB 49-19 BAXTERPW00956-10-00-2 WY SUBLETTE 1.0000000 .8547652 1.0000000 .8547652
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: SESE 19-27N-113W
ORIGINAL WELLS
- GRB 50-30 PW 00956-30-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SENE 30-27N-112W
ORIGINAL WELLS
GRB 50-30 (BAX)PW 00956-30-00-2 WY SUBLETTE 1.0000000 .8547652 1.0000000 .8547652
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: SENE 30-27N-112W
ORIGINAL WELLS
<PAGE>
GRB 52-35 BRPW00956-50-00-2 WY SUBLETTE .8289570 .7060032 .8289570 .7060032
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: NWSW 35-27N-113W
ORIGINAL WELLS
GRB 52-35 F PW 00956-50-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NWSW 35-27N-113W
ORIGINAL WELLS
GRB 54-36 F PW 00956-70-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SWSW 36-27N-113W
ORIGINAL WELLS
GRB 54-36 M PW 00956-70-00-2 WY SUBLETTE .8289570 .7060032 .8289570 .7060032
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: SWSW 36-27N-113W
ORIGINAL WELLS
GRB 57-06 PW 00056-90-00-1 WY SUBLETTE 1.0000000 .8453531 1.0000000 .8453531
OPERATOR: EOG FORMATION: FRONTIER "C"
DESCRIPTION: SENE 6-27N-112W
ORIGINAL WELLS
GRB 59-7 PW 00957-10-00-1 WY SUBLETTE 1.0000000 .8453531 1.0000000 .8453531
OPERATOR: EOG FORMATION: FRONTIER "C"
DESCRIPTION: SWNE 7-27N-112W
ORIGINAL WELLS
GRB 6-30 PW 00957-30-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SWSE 30-27N-112W
ORIGINAL WELLS
<PAGE>
GRB 6-30 (BAX)PW00957-30-00-2 WY SUBLETTE 1.0000000 .8547652 1.0000000 .8547652
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: SWSE 30-27N-112W
ORIGINAL WELLS
GRB 60-17 PW 00957-40-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SESW 17-27N-112W
ORIGINAL WELLS
GRB 63-35 BR PW 00957-70-00-2 WY SUBLETTE .8289570 .7060032 .8289570 .7060032
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: SENE 35-27N-113W
ORIGINAL WELLS
GRB 63-35 F PW 00957-70-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SENE 35-27N-113W
ORIGINAL WELLS
GRB 66-17 PW 00958-00-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SWNE 17-27N-112W
ORIGINAL WELLS
GRB 67-06 PW 00958-20-00-1 WY SUBLETTE 1.0000000 .8453531 1.0000000 .8453531
OPERATOR: EOG FORMATION: FRONTIER "C"
DESCRIPTION: NESW 6-27N-112W
ORIGINAL WELLS
GRB 68-30 PW 00958-30-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NESW 30-27N-113W
ORIGINAL WELLS
<PAGE>
- GRB 68-30 (BAX)PW00958-30-00-2WY SUBLETTE 1.0000000 .8547652 1.0000000 .8547652
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: NESW 30-27N-113W, 1500' FWL & 2150' FSL
ORIGINAL WELLS
GRB 69-19 PW 00958-40-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NENW 19-27N-112W
ORIGINAL WELLS
GRB 69-19 (BAX)PW 00958-40-00-2 WY SUBLETTE 1.0000000 .8547652 1.0000000 .8547652
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 1300' FNL & 1650' FWL NENW 19-27N-112W
ORIGINAL WELLS
GRB 7-06 PW 00958-50-00-1 WY SUBLETTE 1.0000000 .8453530 1.0000000 .8453530
OPERATOR: EOG FORMATION: FRONTIER "C"
DESCRIPTION: SENW 6-27N-112W
ORIGINAL WELLS
GRB 70-19 PW 00958-60-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NESW 19-27N-112W
ORIGINAL WELLS
GRB 70-19 (BAX)PW 00958-60-00-2 WY SUBLETTE 1.0000000 .8547652 1.0000000 .8547652
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: NESW 19-27N-112W
ORIGINAL WELLS
GRB 72-27 BR PW 00958-80-00-2 WY SUBLETTE .8289570 .7060032 .8289570 .7060032
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: 1407' FEL & 2532' FSL, SEC. 27-27N-113W, (NWSE)
ORIGINAL WELLS
<PAGE>
- GRB 72-27 F PW00958-80-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: 1407' FEL & 2532' FSL, SEC. 27-27N-113W, (NWSE)
ORIGINAL WELLS
GRB 73-17 F PW 00958-90-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SWNW 17-27N-112W
ORIGINAL WELLS
GRB 74-31 (BAX)PW 00959-00-00-3 WY SUBLETTE 1.0000000 .8547652 1.0000000 .8547652
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 1000' FWL & 1350' FSL, E2SW, 31-27N-112W
ORIGINAL WELLS
GRB 74-31 F PW 00959-00-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: E2SW 31-27N-112W
ORIGINAL WELLS
GRB 74-31 M PW 00959-00-00-2 WY SUBLETTE .8289570 .7060032 .8289570 .7060032
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: E2SW 31-27N-112W
ORIGINAL WELLS
GRB 75-31 PW 00959-10-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: E NE 31-27N-112W
ORIGINAL WELLS
GRB 75-31 (BAX)PW 00959-10-00-2 WY SUBLETTE 1.0000000 .8547652 1.0000000 .8547653
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: NENE 31-27N-112W
ORIGINAL WELLS
<PAGE>
- GRB 8-36 BR PW00959-60-00-2 WY SUBLETTE.8289570 .7060032 .8289570 .7060032
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: NESE, 36-27N-113W
ORIGINAL WELLS
GRB 8-36 F PW 00959-60-00-1 WY SUBLETTE.9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NESE 36-27N-113W
ORIGINAL WELLS
GRB 81-36 BR PW 00959-80-00-2 WY SUBLETTE1.0000000 .8509818 .8289570 .7060031
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: SWNE 36-27N-113W
ORIGINAL WELLS
GRB 81-36 F PW 00959-80-00-1 WY SUBLETTE1.0000000 .8358373 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SWNE 36-27N-113W
ORIGINAL WELLS
GRB 82-6 (BAX)PW 00959-90-00-2 WY SUBLETTE1.0000000 .8547652 1.0000000 .8547652
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 800' FWL & 2200' FNL, SENW, 6-26N-112W
ORIGINAL WELLS
GRB 88-35 PW 00960-60-00-1 WY SUBLETTE.9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SENW 35-27N-113W
ORIGINAL WELLS
GRB 90-34 PW 00152-00-00-1 WY SUBLETTE.9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: 480' FEL & 2358' FNL {SENE} SECTION 34, T27N, R113W
ORIGINAL WELLS
<PAGE>
- GRB 94-27 F PW 00961-40-00-1 WY SUBLETTE .9190310 .7670147 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SESE 27-27N-113W
ORIGINAL WELLS
GRB 98-27 (TGS)PW 00152-10-00-3 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: 788' FNL & 2849' FWL {NWNE}, SECTION 27, T27N-R113W
ORIGINAL WELLS
GRB 98-27 BR/MUDPW00152-10-00-2 WY SUBLETTE .8289570 .7060032 .8289570 .7060032
OPERATOR: EOG FORMATION: BEAR RIVER/85% ALLOCATION
DESCRIPTION: 788' FNL & 2849' FWL {NWNE}, SECTION 27, T27N-R113W
ORIGINAL WELLS
GRB 98-27 FR 2 PW00152-10-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: 788' FNL & 2849' FWL {NWNE}, SECTION 27, T27N-R113W
ORIGINAL WELLS
GRB 99-27 BR PW 00961-60-00-2 WY SUBLETTE .7906803 .6805900 .8289570 .7060032
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: NENE 27-27N-113W
ORIGINAL WELLS
GRB 99-27 F PW 00961-60-00-1 WY SUBLETTE .9190310 .7670147 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NENE 27-27N-113W
ORIGINAL WELLS
GULF STATE 1-16LW*00964-90-00-1 WY SUBLETTE 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 16-27N-112W, (SESW)
ORIGINAL WELLS
<PAGE>
- HAIRSEAR 1-22 LW01902-40-00-1WY SUBLETTE 1.0000000 .8250000 1.0000000 .8250000
OPERATOR: EOG FORMATION: ALMY K SAND
DESCRIPTION: 690' FEL & 1730' FNL, SEC. 22-29N-113W, (SENE)
ORIGINAL WELLS
HORSESHOE BEND 1-20 00113-00-00-1WY SUBLETTE 1.0000000 .8750000 .5000000 .4375000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NENE 20-27N-112W
ORIGINAL WELLS
HORSESHOE BEND 2-21 00113-10-00-1WY SUBLETTE 1.0000000 .8750000 .5000000 .4375000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NWNW 21-27N-112W
ORIGINAL WELLS
ISE 16-17 (P&A)PW*00662-90-00-1 WY SUBLETTE .4502007 .3790573 .4502007 .3790573
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: 2530' FEL & 2180' FSL, 17-29N-112W(NWSE)
ORIGINAL WELLS
ISENHOUR-ALMY*99999-99-99-F WY SUBLETTE .4502000 .3790457 .4502000 .3790457
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: ALMY PA
ORIGINAL WELLS
JORY HILL 1-29 (M)CW01990-80-00-2WY SUBLETTE .5000000 .4068750 .5000000 .4068750
OPERATOR: EOG FORMATION: MUDDY 16% ALLOCATION
DESCRIPTION: 2240' FNL & 1104' FEL, SEC. 29-27N-113W (SENE)
ORIGINAL WELLS
<PAGE>
- JORY HILL 1-29 FR CW01990-80-00-1WY SUBLETTE.5000000 .4068750 .5000000 .4068750
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: 2240' FNL & 1104' FEL, SEC. 29-27N-113W, (SENE)
ORIGINAL WELLS
JORY HILL 1-29 FR CW01990-80-00-4WY SUBLETTE .5000000 .4068750 .5000000 .4068750
OPERATOR: EOG FORMATION: FRONTIER 1 (TGS)
DESCRIPTION: 2240' FNL & 1104' FEL, SEC. 29-27N-113W, (SENE)
ORIGINAL WELLS
LIU 3-24 PW*01045-70-00-1 WY SUBLETTE 1.0000000 .7949999 1.0000000 .7949999
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SWSW 24-29N-112W
ORIGINAL WELLS
LIU 4-23 PW*01046-30-00-1 WY SUBLETTE 1.0000000 .7499999 1.0000000 .7949999
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: NESE 23-29N-112W
ORIGINAL WELLS
LONG ISLAND ALMY A-B*99999-99-99-DWY SUBLETTE 1.0000000 .8250688 1.0000000 .8250688
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: ALMY PA A-B
ORIGINAL WELLS
LONG ISLAND MESV*99999-99-99-C WY SUBLETTE 1.0000000 .7950000 1.0000000 .7950000
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: MESAVERDE PA
ORIGINAL WELLS
M & M 1-14LW&*01601-60-00-1 WY SUBLETTE 1.0000000 .8150000 1.0000000 .8150000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SWNW 14-29N-113W
ORIGINAL WELLS
<PAGE>
- MASON 3-18LW *01615-50-00-1WY SUBLETTE 1.0000000 .8250000 1.0000000 .8250000
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: SWSW 18-31N-113W
ORIGINAL WELLS
MCD ALMY PA A*99999-99-99-G WY SUBLETTE 1.0000000 .8532585 1.0000000 .8532585
OPERATOR: EOG FORMATION: ALMY A
DESCRIPTION: ALMY PA A
ORIGINAL WELLS
MCD ALMY PA B-F*99999-99-99-H WY SUBLETTE 1.0000000 .8450000 1.0000000 .8450000
OPERATOR: EOG FORMATION: ALMY B-F
DESCRIPTION: ALMY PA B-F
ORIGINAL WELLS
MCD ALMY PA C-D*99999-99-99-I WY SUBLETTE 1.0000000 .8446556 1.0000000 .8446556
OPERATOR: EOG FORMATION: ALMY C-D
DESCRIPTION: ALMY PA C-D
ORIGINAL WELLS
MCD ALMY PA E*99999-99-99-J WY SUBLETTE 1.0000000 .8600000 1.0000000 .8600000
OPERATOR: EOG FORMATION: ALMY E
DESCRIPTION: ALMY PA E
ORIGINAL WELLS
MCD ALMY PA H*99999-99-99-K WY SUBLETTE 1.0000000 .8450000 1.0000000 .8450000
OPERATOR: EOG FORMATION: ALMY H
DESCRIPTION: ALMY PA H
ORIGINAL WELLS
MCD ALMY PA I*99999-99-99-L WY SUBLETTE 1.0000000 .8450000 1.0000000 .8450000
OPERATOR: EOG FORMATION: ALMY I
DESCRIPTION: ALMY PA I
ORIGINAL WELLS
<PAGE>
- MCD ALMY PA J*99999-99-99-M WY SUBLETTE .5000000 .4225000 .5000000 .4225000
OPERATOR: EOG FORMATION: ALMY J
DESCRIPTION: ALMY PA J
ORIGINAL WELLS
MCD 87-18 PW&*00435-00-00-1 WY SUBLETTE .5000000 .4225000 .5000000 .4225000
OPERATOR: EOG FORMATION: ALMY J
DESCRIPTION: NENE 18-28N-112W
ORIGINAL WELLS
MICK CRK FED 1-17 LW*01078-80-00-1WY SUBLETTE .7000000 .5792500 .7000000 .5792500
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: NWNW 17-32N-114W660' FNL & 460' FWL
ORIGINAL WELLS
MILLS 1-22LW00442-60-00-1 WY SUBLETTE 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: SESE 22-28N-113W
ORIGINAL WELLS
MILLS 1-22 (TGS)LW00442-60-00-2 WY SUBLETTE 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: SESE 22-28N-113W
ORIGINAL WELLS
MILLS 2-23LW&*00442-70-00-1 WY SUBLETTE 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 23-27N-113W, SWSW
ORIGINAL WELLS
MP 10-3 LW00150-00-00-1 WY SUBLETTE 1.0000000 .8137500 1.0000000 .8137500
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: 718' FSL & 280' FEL, SEC. 3-29N-113W, (SESE)
ORIGINAL WELLS
<PAGE>
- MP 12-1001079-40-00-1 WY SUBLETTE 1.0000000 .8101500 1.0000000 .8101500
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: NENE 10-29N-113W
ORIGINAL WELLS
- MP 14-1101079-50-00-1 WY SUBLETTE 1.0000000 .8600000 1.0000000 .8600000
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: SWNW 11-29N-113W
ORIGINAL WELLS
MP 16-10 LW 01079-60-00-1 WY SUBLETTE 1.0000000 .8125000 1.0000000 .8125000
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 460' FEL, & 2060' FSL, SEC. 10-29N-113W, (NESE)
ORIGINAL WELLS
MP 17-11 LW 01079-70-00-1 WY SUBLETTE 1.0000000 .8125000 1.0000000 .8125000
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 661' FWL, & 2800' FSL, SEC. 11-29N-113W, (NWSW)
ORIGINAL WELLS
MP 19-10 LW 01079-80-00-1 WY SUBLETTE 1.0000000 .8125000 1.0000000 .8125000
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 792' FSL, & 460' FEL, SEC. 10-29N-113W, (SESE)
ORIGINAL WELLS
MP 20-11LW01079-90-00-1 WY SUBLETTE 1.0000000 .8125000 1.0000000 .8125000
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 800' FSL, & 861' FWL, SEC. 11-29N-113W, (SWSW)
ORIGINAL WELLS
MP 21-11LW00149-80-00-1 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 710' FSL & 1980' FWL, SEC. 11-29N-113W, (SESW)
ORIGINAL WELLS
<PAGE>
- MP 23-1401080-00-00-1 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: NENW 14-29N-113W
ORIGINAL WELLS
MP 3-03 01079-10-00-1 WY SUBLETTE 1.0000000 .8250000 1.0000000 .8250000
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: NESE 03-29N-113W
ORIGINAL WELLS
- MP 4-11 01079-20-00-1 WY SUBLETTE 1.0000000 .8600000 1.0000000 .8600000
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: NWNW 11-29N-113W
ORIGINAL WELLS
MP 5-3LW00150-20-00-1 WY SUBLETTE 1.0000000 .8317500 1.0000000 .8317500
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: 2022' FNL & 461' FEL, SEC. 3-29N-113W, (SENE)
ORIGINAL WELLS
MP 7-3LW00150-10-00-1 WY SUBLETTE 1.0000000 .8137500 1.0000000 .8137500
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: 2029' FSL & 1830' FEL, SEC. 3-29N-113W, (NWSE)
ORIGINAL WELLS
MP 9-03 LW01080-10-00-1 WY SUBLETTE 1.0000000 .8137500 1.0000000 .8137500
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: SWSE 03-29N-113W
ORIGINAL WELLS
NCB 1-2300315-20-00-1 WY SUBLETTE 1.0000000 .8557813 1.0000000 .8557812
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SENW 23-28N-113W
ORIGINAL WELLS
<PAGE>
- NCB 2-23 CW 01094-10-00-1 WY SUBLETTE 1.0000000 .7895050 1.0000000 .7895050
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 1331'FEL & 2098' FSL, SEC. 23-28N-113W, (TR 45)
ORIGINAL WELLS
NCB 2-23 CW 01094-10-00-2 WY SUBLETTE 1.0000000 .7895050 1.0000000 .7895050
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 1331'FEL & 2098' FSL, SEC. 23-28N-113W, (TR 45)
ORIGINAL WELLS
- NCB 4-23 CW 01989-10-00-1 WY SUBLETTE 1.0000000 .7895050 1.0000000 .7895050
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 600'FSL & 1100'FEL, SEC. 23-28N-113W, (L0T 7)
ORIGINAL WELLS
NCB 4-23 CW 01989-10-00-2 WY SUBLETTE 1.0000000 .7895050 1.0000000 .7895050
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 600'FSL & 1100'FEL, SEC. 23-28N-113W, (LOT 7)
ORIGINAL WELLS
NEW FORK MESA 1-15*00157-90-00-1WY SUBLETTE 1.0000000 .8250000 1.0000000 .8250000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 1169' FSL & 1122' FEL, SEC. 15-28N-113W, (SESE)
ORIGINAL WELLS
NLB 19-09 PW 00463-70-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 9-27N-113W, SENW
ORIGINAL WELLS
NLB 20-08 PW 00463-80-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 8-27N-113W, SWNE
ORIGINAL WELLS
NLB 21-04 PW 00463-90-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 4-27N-113W, NWSW
ORIGINAL WELLS
<PAGE>
- NLB 22-17 PW 00464-00-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 17-27N-113W, NESE
ORIGINAL WELLS
- NLB 23-16 PW 00464-10-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 16-27N-113W, SESW
ORIGINAL WELLS
NLB 24-33 PW 00464-20-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 33-28N-113W, SWNW
ORIGINAL WELLS
NLB 25-05 PW 00464-30-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 5-27N-113W, NWSE
ORIGINAL WELLS
NLB 26-09 PW 00464-50-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 9-27N-113W, NWSW
ORIGINAL WELLS
NLB 27-17 PW 00464-60-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: SEC. 17-27N-113W, NENW
ORIGINAL WELLS
NLB 27-17 (TGS)PW 00464-60-00-2 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: SEC. 17-27N-113W, NENW
ORIGINAL WELLS
<PAGE>
- NLB 30-16 PW 00464-90-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: SEC. 16-27N-113W, NESE
ORIGINAL WELLS
NLB 30-16 (TGS)PW 00464-90-00-2 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: SEC. 16-27N-113W, NESE
ORIGINAL WELLS
NLB 31-08 PW 00465-00-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 8-27N-113W, NWSW
ORIGINAL WELLS
NLB 32-05 PW 00465-10-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: NWSW5-27N-113W
ORIGINAL WELLS
NLB 32-05 (TGS)PW 00465-10-00-2 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: NWSW5-27N-113W
ORIGINAL WELLS
NLB 33-17 PW 00465-20-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: SEC. 17-27N-113W, NESW
ORIGINAL WELLS
NLB 33-17 (TGS)PW 00465-20-00-2 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: SEC. 17-27N-113W, NESW
ORIGINAL WELLS
<PAGE>
-NLB 34-21 PW 00465-30-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: SEC. 21-27N-113W, NWNW
ORIGINAL WELLS
NLB 34-21 (TGS)PW 00465-30-00-2 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: SEC. 21-27N-113W, NWNW
ORIGINAL WELLS
NLB 35-34 PW 00465-40-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: SEC. 34-28N-13W, SWNW
ORIGINAL WELLS
NLB 35-34 (TGS)PW 00465-40-00-2 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: SEC. 34-28N-13W, SWNW
ORIGINAL WELLS
NLB 36-33 PW 00465-50-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: SEC. 33-28N-113W, SWNE
ORIGINAL WELLS
NLB 36-33 (TGS)PW 00465-50-00-2 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: SEC. 33-28N-113W, SWNE
ORIGINAL WELLS
NLB 37-05 PW 00465-60-00-2 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: SEC. 5-27N-113W, SWSE2153' FEL & 84' FSL
ORIGINAL WELLS
<PAGE>
- NLB 37-05 (TGS)PW00465-60-00-1WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: SEC. 5-27N-113W, SWSE2153' FEL & 84' FSL
ORIGINAL WELLS
NLB 38-08 PW 00465-70-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: SEC. 8-27N-113W, NWNW
ORIGINAL WELLS
NLB 38-08 (TGS)PW 00465-70-00-2 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: SEC. 8-27N-113W, NWNW
ORIGINAL WELLS
NLB 39-17 PW 00465-80-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: SEC. 17-27N-113W, NENE
ORIGINAL WELLS
NLB 39-17 (TGS)PW00465-80-00-2 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: SEC. 17-27N-113W, NENE
ORIGINAL WELLS
NLB 40-33 PW 00157-80-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 33-28N-113W, NENE
ORIGINAL WELLS
NLB 40-33 (TGS)PW 00157-80-00-2 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 33-28N-113W, NENE
ORIGINAL WELLS
<PAGE>
-NLB 43-05 PW 00466-20-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: SWNE 5-27N-113W
ORIGINAL WELLS
NLB 43-05 (TGS)PW 00466-20-00-2 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: SWNE 5-27N-113W
ORIGINAL WELLS
NLB 44-34 PW 00466-30-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: SEC. 34-28N-113W, SWSW
ORIGINAL WELLS
NLB 44-34 (TGS)PW 00466-30-00-2 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: SEC. 34-28N-113W, SWSW
ORIGINAL WELLS
NLB 45-33 PW 00466-40-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: SEC. 33-28N-113W, LOT 3
ORIGINAL WELLS
NLB 45-33 (TGS)PW 00466-40-00-2 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: SEC. 33-28N-113W, LOT 3
ORIGINAL WELLS
NLB 46-33 PW 00466-50-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: NWNE 33-28N-113W
ORIGINAL WELLS
<PAGE>
- NLB 46-33 (TGS)PW00466-50-00-2WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: NWNE 33-28N-113W
ORIGINAL WELLS
NLB 48-04 PW 00466-60-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: SEC. 4-27N-113W, NWSE
ORIGINAL WELLS
NLB 48-04 (TGS)PW 00466-60-00-2 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: SEC. 4-27N-113W, NWSE
ORIGINAL WELLS
NLB 49-09 PW 00466-70-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: SEC. 9-27N-113W, NWNE
ORIGINAL WELLS
NLB 49-09 (TGS)PW 00466-70-00-2 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: SEC. 9-27N-113W, NWNE
ORIGINAL WELLS
NLB 51-16 PW 01980-80-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: SEC. 16-27N-113W, NENE
ORIGINAL WELLS
NLB 51-16 (TGS)PW 01980-80-00-2 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: SEC. 16-27N-113W, NENE
ORIGINAL WELLS
<PAGE>
- NLB 52-16 PW 00154-10-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 16-27N-113W, NWSE
ORIGINAL WELLS
NLB 52-16 (TGS)PW 00154-10-00-2 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 16-27N-113W, NWSE
ORIGINAL WELLS
NLB 53-21 PW 00154-20-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 21-27N-113W, NENW
ORIGINAL WELLS
- NLB 53-21 (TGS)PW 00154-20-00-2 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 21-27N-113W, NENW
ORIGINAL WELLS
NLB 54-20 PW 00154-30-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 20-27N-113W, SWNE
ORIGINAL WELLS
NLB 54-20 (TGS)PW 00154-30-00-2 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 20-27N-113W, SWNE
ORIGINAL WELLS
NLB 55-17 PW 00466-90-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 17-27N-113W, SWSE
ORIGINAL WELLS
-171-
<PAGE>
- NLB 56-17 PW 00467-00-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: SEC. 17-27N-113W, SENW
ORIGINAL WELLS
NLB 56-17 (TGS)PW 00467-00-00-2 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: SEC. 17-27N-113W, SENW
ORIGINAL WELLS
NLB 59-09 PW 00107-90-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 9-27N-113W, NWNW
ORIGINAL WELLS
NLB 59-09 (TGS)PW 00107-90-00-2 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 9-27N-113W, NWNW
ORIGINAL WELLS
NPC 1-30LW *01092-10-00-1 WY SUBLETTE 1.0000000 .8500000 1.0000000 .8500000
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: NENW 30-31N-113W
ORIGINAL WELLS
NPC 2-19LW *00101-70-00-2 WY SUBLETTE 1.0000000 .8250000 1.0000000 .8250000
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: NENW SEC 19-31N-113W
ORIGINAL WELLS
NPC 2-19LW *00101-70-00-1 WY SUBLETTE 1.0000000 .8250000 1.0000000 .8250000
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 660' FNL & 1100' FWL {NWNW} SEC. 19-31N-113W
ORIGINAL WELLS
<PAGE>
- PSU 12-30 PW*00490-80-00-1 WY SUBLETTE 1.0000000 .8475506 1.0000000 .8475506
OPERATOR: EOG FORMATION: P SAND
DESCRIPTION: SEC 30-29N-112W (NESW)
ORIGINAL WELLS
PSU 25-30 WIW PW P&A*00491-50-00-1WY SUBLETTE 1.0000000 .8475506 1.0000000 .8475506
OPERATOR: EOG FORMATION: P SAND
DESCRIPTION: SEC 30-29N-112W (SENW)
ORIGINAL WELLS
PSU 29-02 PW(TA)*00491-80-00-1WY SUBLETTE 1.0000000 .8475506 1.0000000 .8475506
OPERATOR: EOG FORMATION: P SAND
DESCRIPTION: SEC 2-28N-112W (LOT 5) NENE
ORIGINAL WELLS
PSU 3-31 PW*00491-90-00-1 WY SUBLETTE 1.0000000 .8475507 1.0000000 .8475507
OPERATOR: EOG FORMATION: P SAND
DESCRIPTION: SEC 31-29N-112W (NENW)
ORIGINAL WELLS
PSU 5-31 PW*00492-30-00-1 WY SUBLETTE 1.0000000 .8475507 1.0000000 .8475507
OPERATOR: EOG FORMATION: P SAND
DESCRIPTION: SEC 31-29N-112W (NENW)
ORIGINAL WELLS
PSU 6-30 PW*00492-40-00-1 WY SUBLETTE 1.0000000 .8475507 1.0000000 .8475507
OPERATOR: EOG FORMATION: P SAND
DESCRIPTION: SEC 30-29N-112W (SESW)
ORIGINAL WELLS
PSU 7-31 PW*00492-50-00-1 WY SUBLETTE 1.0000000 .8475506 1.0000000 .8475506
OPERATOR: EOG FORMATION: P SAND
DESCRIPTION: 1979' FNL & 668' FWL, SEC 31-29N-112W (SENW)
ORIGINAL WELLS
<PAGE>
- RED HILL 1-18 CW00894-60-00-1WY SUBLETTE .9487350 .8115174 .9487350 .8115174
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NWNE 18-27N-112W
ORIGINAL WELLS
RIPPES DRAW 1-15LW00503-00-00-1 WY SUBLETTE 1.0000000 .8270000 1.0000000 .8270000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: 1341' FEL, 1734' FSL, 15-30N-113WNWSE
ORIGINAL WELLS
RUBEN ALMY STRAY 3&4*99999-99-99-OWY SUBLETTE .6195350 .5052063 .6195350 .5052063
OPERATOR: EOG FORMATION: ALMY STRAY 3 & 4
DESCRIPTION: ALMY STRAY 3 & 4
ORIGINAL WELLS
S 11-28 LW&*00407-40-00-1 WY SUBLETTE 1.0000000 .8170000 1.0000000 .8170000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NENW 28-30N-113W
ORIGINAL WELLS
S 14-21 LW&*00407-70-00-1 WY SUBLETTE 1.0000000 .8320000 1.0000000 .8320000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NESE 21-30N-113W
ORIGINAL WELLS
S 18-21 LW00407-80-00-1 WY SUBLETTE 1.0000000 .8320000 1.0000000 .8320000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SWSW 21-30N-113W
ORIGINAL WELLS
- S 19-28 LW&*00407-90-00-1 WY SUBLETTE 1.0000000 .8170000 1.0000000 .8170000
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: 1980' FNL & 1930' FWL28-30N-113W (SENW)
ORIGINAL WELLS
<PAGE>
- S 2-21LW&*00408-00-00-1 WY SUBLETTE 1.0000000 .8320000 1.0000000 .8320000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SWSE 21-30N-113W
ORIGINAL WELLS
S 21-28 00408-20-00-1 WY SUBLETTE 1.0000000 .8325000 1.0000000 .8325000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SWSE 28-30N-113W
ORIGINAL WELLS
S 22-33 LW00408-30-00-1 WY SUBLETTE 1.0000000 .8392500 1.0000000 .8392500
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: 1048' FNL & 661' FEL 33-30N-113WNENE
ORIGINAL WELLS
S 24-28 LW00408-40-00-1 WY SUBLETTE 1.0000000 .8170000 1.0000000 .8170000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SESW 28-30N-113W
ORIGINAL WELLS
S 25-34LW 00408-50-00-1 WY SUBLETTE 1.0000000 .8325100 1.0000000 .8325100
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: 1950' FSL & 750' FWL, SEC. 34-30N-113W, (NWSW)
ORIGINAL WELLS
S 26-33 LW00408-60-00-1 WY SUBLETTE 1.0000000 .8217500 1.0000000 .8217500
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: NENW 33-30N-113W
ORIGINAL WELLS
S 27-33 LW00408-70-00-1 WY SUBLETTE 1.0000000 .8392500 1.0000000 .8392500
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: 2997' FSL, & 1369' FEL33-30N-113W(SWNE)
ORIGINAL WELLS
<PAGE>
- S 28-28 LW *00408-80-00-1 WY SUBLETTE 1.0000000 .8325000 1.0000000 .8325000
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: 2880' FSL & 1601' FEL28-30N-113WSWSW
ORIGINAL WELLS
S 31-28 LW00408-90-00-1 WY SUBLETTE 1.0000000 .8170000 1.0000000 .8170000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NENW 28-30N-113W
ORIGINAL WELLS
S 32-33 LW00409-00-00-1 WY SUBLETTE 1.0000000 .8392500 1.0000000 .8392500
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SESE 33-30N-113W
ORIGINAL WELLS
S 33-28 LW00409-10-00-1 WY SUBLETTE .5000000 .4095000 .5000000 .4095000
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: 1926' FSL & 1159' FWL, 28-30N-113W NWSW
ORIGINAL WELLS
S 34-34 LW00409-20-00-1 WY SUBLETTE 1.0000000 .8500000 1.0000000 .8500000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SWSW 34-30N-113W
ORIGINAL WELLS
S 35-03 LW00149-70-00-1 WY SUBLETTE 1.0000000 .8317500 1.0000000 .8317500
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 1010' FWL & 645' FNL, SEC. 3-29N-113W, (LOT 4)
ORIGINAL WELLS
S 4-34LW *00409-40-00-1 WY SUBLETTE 1.0000000 .8325000 1.0000000 .8325000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SESE 34-30N-113W
ORIGINAL WELLS
<PAGE>
- S 40-33 LW00409-50-00-1 WY SUBLETTE1.0000000 .8392500 1.0000000 .8392500
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: NWNE 33-30N-113W
ORIGINAL WELLS
- S 50-21 LW00101-60-00-1 WY SUBLETTE1.0000000 .8320000 1.0000000 .8320000
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: NWSW 21-30N-113W
ORIGINAL WELLS
S 6-21LW&*00409-60-00-1 WY SUBLETTE1.0000000 .8320000 1.0000000 .8320000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SWSW 21-30N-113W
ORIGINAL WELLS
S 7-36LW *00409-70-00-1 WY SUBLETTE1.0000000 .8250000 1.0000000 .8250000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SWSW 36-30N-113W
ORIGINAL WELLS
SADDLE RIDGE-MESV*99999-99-99-A WY SUBLETTE 1.0000000 .7848011 1.0000000 .7848011
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: MESAVERDE PA
ORIGINAL WELLS
SFE FED 4-24 CW &*00168-50-00-1 WY SUBLETTE 1.0000000 .8020060 1.0000000 .8020060
OPERATOR: EOG . FORMATION: TRANSITION
DESCRIPTION: 1316' FWL & 1318' FNL, 24-28N-113W (NWNW)
ORIGINAL WELLS
SHB 1-08 (M)CW00519-20-00-1 WY SUBLETTE .9500000 .7748750 .9500000 .7748750
OPERATOR: EOG FORMATION: MUDDY
DESCRIPTION: 1308 FNL 1388 FEL NWNE-8-26N-113W (HOGBACK PROSPECT)
ORIGINAL WELLS
<PAGE>
- SLB 2-28 VPU00528-40-00-1 WY SUBLETTE 1.0000000 .8328571 1.0000000 .8328571
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: SEC. 28-27N-113W, SWNW
ORIGINAL WELLS
SLB 2-28 (BAXTER)VPU00528-40-00-2WY SUBLETTE 1.0000000 .7628571 1.0000000 .7628571
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: SEC. 28-27N-113W, SWNW
ORIGINAL WELLS
SLB 2-28 (TGS) VPU00528-40-00-3 WY SUBLETTE 1.0000000 .8328571 1.0000000 .8328571
OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: SEC. 28-27N-113W, SWNW
ORIGINAL WELLS
SLB 3-33 (BAX)CW00528-70-00-2 WY SUBLETTE 1.0000000 .8543228 1.0000000 .8543228
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 542'FSL & 370'FWL33-27N-113WSWSW
ORIGINAL WELLS
SLB 3-33 (FRONT)CW00528-70-00-3 WY SUBLETTE 1.0000000 .8543228 1.0000000 .8543228
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 542'FSL & 370' FWL33-27N-113W SWSW
ORIGINAL WELLS
SLB 3-33 (MUD)CW 00528-70-00-1 WY SUBLETTE 1.0000000 .8543228 1.0000000 .8543228
OPERATOR: EOG FORMATION: MUDDY
DESCRIPTION: 542'FSL & 370' FWL33-27N-113W SWSW
ORIGINAL WELLS
SLB 4-3300528-80-00-1 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: MUDDY
DESCRIPTION: SESE 33-27N-113W
ORIGINAL WELLS
<PAGE>
-SLB 5-33 (BAXTER) LW00154-50-00-2WY SUBLETTE1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 2050' FNL & 2450' FEL 33-27N-113W SWNE
ORIGINAL WELLS
SLB 5-33 (FR 1) LW00154-50-00-1 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: FRONTIER 1 (TGS)
DESCRIPTION: 2050' FNL & 2450' FEL, SEC. 33-27N-113W, (SWNE)
ORIGINAL WELLS
SLB 5-33 (MUDDY)LW00154-50-00-3 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: MUDDY/FRONTIER 2
DESCRIPTION: 2050' FNL & 2450' FEL, SEC. 33-27N-113W, (SWNE)
ORIGINAL WELLS
SLB 6-28 VPU00528-90-00-1 WY SUBLETTE 1.0000000 .8328571 1.0000000 .8328571
OPERATOR: EOG FORMATION: FRONTIER 2/MUDDY
DESCRIPTION: SEC. 28-27N-113W, SWNE
ORIGINAL WELLS
SLB 6-28 VPU00528-90-00-2 WY SUBLETTE 1.0000000 .8328571 1.0000000 .8328571
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: SEC. 28-27N-113W, SWNE
ORIGINAL WELLS
SLB 6-28 (TGS) VPU00528-90-00-3 WY SUBLETTE 1.0000000 .8328571 1.0000000 .8328571
OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: SEC. 28-27N-113W, SWNE
ORIGINAL WELLS
SLB 7-28AVPU00529-00-00-1 WY SUBLETTE 1.0000000 .8328571 1.0000000 .8328571
OPERATOR: EOG FORMATION: FRONTIER 2/MUDDY
DESCRIPTION: SEC. 28-27N-113W, SWSW
ORIGINAL WELLS
SLB 7-28AVPU00529-00-00-2 WY SUBLETTE 1.0000000 .8328571 1.0000000 .8328571
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: SEC. 28-27N-113W, SWSW
ORIGINAL WELLS
<PAGE>
- SLB 7-28A (TGS)VPU00529-00-00-3WY SUBLETTE 1.0000000 .8328571 1.0000000 .8328571
OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: SEC. 28-27N-113W, SWSW
ORIGINAL WELLS
SLB 8-33 LW 00154-60-00-1 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: FRONTIER 2 AND MUDDY
DESCRIPTION: 1850' FNL & 1150' FWL, SEC. 33-27N-113W, (SWNW)
ORIGINAL WELLS
SLB 8-33 LW 00154-60-00-2 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 1850' FNL & 1150' FWL, SEC. 33-27N-113W, (SWNW)
ORIGINAL WELLS
SLB 8-33 (TGS) LW 00154-60-00-3 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: 1850' FNL & 1150' FWL, SEC. 33-27N-113W, (SWNW)
ORIGINAL WELLS
SLB 9-33 LW 00154-90-00-1 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: FRONTIER 2 AND MUDDY
DESCRIPTION: 1053' FSL & 2417' FEL, SEC. 33-27N-113W, (SWSE)
ORIGINAL WELLS
-SLB 9-33 (BAXTER) LW00154-90-00-2WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 1053' FSL & 2417' FEL 33-27N-113W SWSE
ORIGINAL WELLS
SLB 9-33 TGS LW 00154-90-00-3 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: 1053' FSL & 2417' FEL, SEC. 33-27N-113W, (SWSE)
ORIGINAL WELLS
<PAGE>
- STAR CORRAL UNIT*99999-99-99-BWY SUBLETTE 1.0000000 .8289655 1.0000000 .8289655
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: ALMY FORMATION PA "A"
ORIGINAL WELLS
SUPERIOR MARSHALL #1*00605-70-00-1WY SUBLETTE 1.0000000 .8500000 1.0000000 .8500000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SWSW 34-30N-113W
ORIGINAL WELLS
TAR ISL 1-33LW&*00608-20-00-1 WY SUBLETTE 1.0000000 .8450000 1.0000000 .8450000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NWSE 33-28N-112W
ORIGINAL WELLS
TAR ISL 2-33 LW (TA)&*00608-30-00-1WY SUBLETTE1.0000000 .8125000 .5000000 .4225000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NWSE-33-28N-112W
ORIGINAL WELLS
TERM. DRAW 3-15CW 01974-60-00-1 WY SUBLETTE 1.0000000 .8325837 1.0000000 .8325837
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: SEC. 15-28N-113W, NWSW
ORIGINAL WELLS
THOMPSON 2-08 LW*00612-40-00-1 WY SUBLETTE 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SESE 8-29N-113W
ORIGINAL WELLS
THOMPSON 3-08 LW*00612-50-00-1 WY SUBLETTE 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: SESE 8-29N-113W
ORIGINAL WELLS
<PAGE>
- TRESNER ST 5-36 LW*00156-20-00-1WY SUBLETTE1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SWNE 36-29N-113W
ORIGINAL WELLS
TRUE FED 10-22LW*01430-50-00-1 WY SUBLETTE .2653600 .2231580 .2653600 .2231580
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER AND OR BEAR RIVER
DESCRIPTION: NW 22-27N-111W
ORIGINAL WELLS
<PAGE>
FEDERAL 30-04 LW*00112-60-00-1 WY SWEETWATER.0686748 .0515061 .0343370 .0276416
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER AND OR BEAR RIVER
DESCRIPTION: NESW 4-26N-111W
ORIGINAL WELLS
NORTH RUGER 34-29 02188-50-00-1 WY SWEETWATER.8750000 .6837500 .7000000 .5700000
OPERATOR: EOG FORMATION: ALMOND
DESCRIPTION: 1120' FSL & 1920' FEL29-15N-94W SWSE
ORIGINAL WELLS
<PAGE>
SCHEDULE 1
CONVEYANCE OF PRODUCTION PAYMENT
SCHEDULED QUANTITIES OF PRODUCTION PAYMENT
HYDROCARBONS PROJECTED TO BE RECEIVED
MMBTU'S MMBTU'S
MONTH PER DAY PER MONTH
Oct-93 16,003 496,093
Nov-93 16,537 496,110
Dec-93 16,003 496,093
Jan-94 50,256 1,557,936
Feb-94 50,256 1,407,168
Mar-94 50,256 1,557,936
Apr-94 50,256 1,507,680
May-94 50,256 1,557,936
Jun-94 50,256 1,507,680
Jul-94 50,256 1,557,936
Aug-94 50,256 1,557,936
Sep-94 50,256 1,507,680
Oct-94 50,256 1,557,936
Nov-94 50,256 1,507,680
Dec-94 50,256 1,557,936
Jan-95 50,256 1,557,936
Feb-95 50,256 1,407,168
Mar-95 50,256 1,557,936
Apr-95 50,256 1,507,680
May-95 50,256 1,557,936
Jun-95 50,256 1,507,680
Jul-95 50,256 1,557,936
Aug-95 50,256 1,557,936
Sep-95 50,256 1,507,680
Oct-95 50,256 1,557,936
Nov-95 50,255 1,507,650
Dec-95 50,255 1,557,905
Jan-96 50,256 1,557,936
Feb-96 50,256 1,457,424
Mar-96 50,256 1,557,936
Apr-96 50,256 1,507,680
May-96 50,256 1,557,936
Jun-96 50,256 1,507,680
Jul-96 50,256 1,557,936
Aug-96 50,256 1,557,936
Sep-96 50,256 1,507,680
Oct-96 50,256 1,557,936
Nov-96 50,256 1,507,680
Dec-96 50,256 1,557,936
Jan-97 50,256 1,557,936
Feb-97 50,256 1,407,168
Mar-97 50,256 1,557,936
Apr-97 50,256 1,507,680
May-97 50,256 1,557,936
Jun-97 50,256 1,507,680
Jul-97 50,256 1,557,936
Aug-97 50,256 1,557,936
<PAGE>
SCHEDULE 1
CONVEYANCE OF PRODUCTION PAYMENT
SCHEDULED QUANTITIES OF PRODUCTION PAYMENT
HYDROCARBONS PROJECTED TO BE RECEIVED
DETERMINATION MMBTU'S MMBTU'S
PERIOD PER DAY PER MONTH
Sep-97 50,256 1,507,680
Oct-97 50,256 1,557,936
Nov-97 50,256 1,507,680
Dec-97 50,256 1,557,936
Jan-98 50,256 1,557,936
Feb-98 50,256 1,407,168
Mar-98 50,256 1,557,936
Apr-98 50,256 1,507,680
May-98 50,256 1,557,936
Jun-98 50,256 1,507,680
Jul-98 50,256 1,557,936
Aug-98 50,256 1,557,936
Sep-98 50,256 1,507,680
Oct-98 50,256 1,557,936
Nov-98 50,256 1,507,680
Dec-98 50,256 1,557,936
Jan-99 50,256 1,557,936
Feb-99 50,256 1,407,168
Mar-99 50,256 1,557,936
3,214,669 97,778,731
</TABLE>
<PAGE>
EXHIBIT 10.37
FOURTH AMENDMENT
TO
HYDROCARBON EXCHANGE AGREEMENT
Reference for all purposes is hereby made to that certain
Hydrocarbon Exchange Agreement (the "Original Exchange Agreement"),
dated September 25, 1992, by and between ENRON OIL & GAS COMPANY, a
Delaware corporation ("EOG") and CACTUS HYDROCARBON 1992-A LIMITED
PARTNERSHIP, a Delaware limited partnership, whose address is 1400
Smith Street, P. O. Box 1188, Houston, Texas 77251-1188 ("Cactus"),
pertaining to certain Hydrocarbons more particularly described
therein, which Original Exchange Agreement was recorded as set forth
on Attachment A hereto under the caption "Original Exchange
Agreement."
WHEREAS, the Original Exchange Agreement was amended by that
certain unrecorded Amendment to Hydrocarbon Exchange Agreement (the
"Amendment to Exchange Agreement") dated effective as of January 1,
1993 from EOG to Cactus; and
WHEREAS, the Original Exchange Agreement was further amended by
that certain First Amendment to Hydrocarbon Exchange Agreement (the
"First Amendment to Exchange Agreement") dated effective as of April
1, 1993 from EOG to Cactus, recorded as set forth on Attachment A
hereto under the caption "First Amendment to Exchange Agreement;" and
WHEREAS, the Original Exchange Agreement was further amended by
that certain Second Amendment to Hydrocarbon Exchange Agreement (the
"Second Amendment to Exchange Agreement") dated effective as of July 1,
1993 from EOG to Cactus, recorded as set forth on Attachment A
hereto under the caption "Second Amendment to Exchange Agreement;" and
WHEREAS, subsequent to the execution, delivery and recordation of
the Original Exchange Agreement, pursuant to the terms and provisions
of the Amendment to Exchange Agreement, certain additional Cactus
Points of Receipt were added to Exhibit C to the Original Exchange
Agreement, and, pursuant to the First Amendment to Exchange Agreement
and the Second Amendment to Exchange Agreement, certain properties
described on Exhibit A to the Original Exchange Agreement have been
deleted therefrom and other properties substituted therefor; and
WHEREAS, the Original Exchange Agreement as amended by the
Amendment to Exchange Agreement, the First Amendment to Exchange
Agreement and the Second Amendment to Exchange Agreement is referred
to herein as the "Exchange Agreement;" and
WHEREAS, EOG and Cactus desire to amend the Exchange Agreement as
hereinafter set forth effective as of October 1, 1993 (the "Effective
Date") and to restate and amend Exhibits A and C to the Exchange
Agreement to reflect the matters described above.
NOW, THEREFORE, for and in consideration of the premises and of
the sum of Ten Dollars ($10.00) and other good and valuable
consideration, cash in hand paid to EOG by Cactus, EOG and Cactus do
hereby amend the Exchange Agreement as follows:
<PAGE>
1. Capitalized terms used herein shall have the meanings given
to them in the Exchange Agreement unless otherwise defined herein.
2. The term "Conveyance" as used in the Exchange Agreement
shall mean that certain Conveyance of Production Payment dated
September 25, 1992 from EOG to Cactus as amended by the First
Amendment to Conveyance of Production Payment dated effective as of
April 1, 1993 between EOG and Cactus, the Second Amendment to
Conveyance of Production Payment dated effective as of July 1, 1993
from EOG to Cactus and the Third Amendment to Conveyance of Production
Payment dated effective as of October 1, 1993 between EOG and Cactus,
and as the same may be further amended, modified or supplemented from
time to time.
3. Exhibits A and C to the Exchange Agreement are hereby
amended by deleting same and substituting Exhibits A and C attached
hereto in lieu thereof. Exhibits A and C attached hereto are made a
part of the Exchange Agreement and supersede Exhibits A and C attached
to the Exchange Agreement.
4. Except as expressly amended hereby, the Exchange Agreement
shall remain in full force and effect as heretofore entered into and
amended. EOG and Cactus ratify and confirm the Exchange Agreement as
hereby amended.
-2-
<PAGE>
EXECUTED in multiple originals this 29th day of October,
1993, but effective as of the Effective Date.
EOG:
ATTEST: ENRON OIL & GAS COMPANY
By: By:
Name: D. M. Ulak Name: Andrew N. Hoyle
Title: Assistant Secretary Title: Vice President
Cactus:
CACTUS HYDROCARBON 1992-A LIMITED
PARTNERSHIP
By: Enron Big Piney Corp., its
General Partner
ATTEST:
By: By:
Name: Elaine Overturf Name: Jere C. Overdyke, Jr.
Title: Deputy Corporate Secretary Title: Vice President
ATTACHMENTS AND EXHIBITS:
Attachment A - Recordation Schedule - Original Exchange
Agreement, First Amendment to Exchange Agreement
and Second Amendment to Exchange Agreement
-3-
<PAGE>
Exhibit A - Sources of Supply
Exhibit C - Cactus Points of Receipt and Scheduled Amounts
-4-
<PAGE>
STATE OF TEXAS
COUNTY OF HARRIS
The foregoing instrument was acknowledged before me by
_____________________, as _____________________ of ENRON OIL & GAS
COMPANY, a Delaware corporation, on behalf of such corporation this
_____ day of _____________________, 1993.
Witness my hand and official seal.
NOTARY PUBLIC, IN AND FOR
THE STATE OF TEXAS
Printed Name of Notary:
My Commission Expires:
-5-
<PAGE>
STATE OF TEXAS
COUNTY OF HARRIS
The foregoing instrument was acknowledged before me by
______________________, as __________________ of Enron Big Piney
Corp., a Delaware corporation, as General Partner on behalf of CACTUS
HYDROCARBON 1992-A LIMITED PARTNERSHIP, a Delaware limited
partnership, this _____ day of ____________________, 1993.
Witness my hand and official seal.
NOTARY PUBLIC, IN AND FOR
THE STATE OF TEXAS
Printed Name of Notary:
My Commission Expires:
-6-
<PAGE>
Attachment A
Attached to and made a part of that certain Fourth Amendment
to Hydrocarbon Exchange Agreement
DOCUMENT FILING ENTITY RECORDING REFERENCE
Original Exchange County Clerk Book 318 PR, Page 1
Agreement Lincoln County File No. 755520
October 8, 1992
County Clerk Book 90 O&G, Page
Sublette County 224
File No. 238876
October 2, 1992
Amendment to Exchange unrecorded unrecorded
Agreement
First Amendment to County Clerk Book 330 PR, Page 39
Exchange Lincoln County File No. 765868
Agreement June 4, 1993
County Clerk Book 92 O&G, Page
Sublette County 333
File No. 241741
May 28, 1993
Second Amendment to County Clerk Book 336 PR, Page
Exchange Lincoln County 696
Agreement File No. 772469
October 4, 1993
<PAGE>
<TABLE>
Exhibit A
(Exchange Agreement)
Sources of Supply
<CAPTION> Page 1
LEASE LEASE
NUMBER LESSOR DATE RECORDING ST COUNTY
<S> <C> <C> <C> <C> <C>
50001-00 ENGER K CHRISMAN, ET AL 04/28/1950 BK 2 PG 623 WY SUBLETTE
T029N R113W SEC-0010 E2SE4
T029N R113W SEC-0011 W/2SW
50003-00 ENGER K CHRISMAN, ET AL 07/01/1954 BK 10 PG 398 WY SUBLETTE
T029N R112W SEC-0018 LOTS 1, 2, E2NW
T029N R113W SEC-0011 E2SW, SE
T029N R113W SEC-0012 S2SE, NWSW, S2SW
T029N R113W SEC-0013 SESW, SENE, SE, NWNW, NWNE, NENE, NENW
T029N R113W SEC-0014 N2NE, NENW
T029N R113W SEC-0024 N2NE
50005-01 CHAS. P BUDD 11/24/1942 BK 1 PG 371 WY SUBLETTE
T029N R113W SEC-0010 N2NE, SWNE
50005-02 THE FRANCES MARGARET GUIO 12/15/1987 BK 81 PG 327 WY SUBLETTE
JUNE 16, 1982 FAMILY TRUST
T029N R113W SEC-0010 NENE, SENW, SWNE, AS TO ALL DEPTHS BELOW 2,500 FT.
50008-01 PATRICK J QUEALY, ADMIN. 08/15/1957 BK 18 PG 136 WY SUBLETTE
T027N R113W SEC-0028
50008-02 JOSEPH A MINTON ET UX 08/15/1957 BK 18 PG 140 WY SUBLETTE
T027N R113W SEC-0028 SWNE, S2NW
50011-00 USA EV 021983 08/01/1944 BK 31 PG 200 WY SUBLETTE
T029N R113W SEC-0014 NWNW
50013-01 SELMER G LARSON 06/11/1957 BK 17 PG 2 WY SUBLETTE
T027N R113W SEC-0028 NWSE, N2SW, SWSW
50013-02 JOSEPH A MINTON ET UX 08/15/1957 BK 18 PG 144 WY SUBLETTE
T027N R113W SEC-0028 NWSE, N2SW, SWSW
50018-00 WILLIAM J. MCGINNIS, ET UX 10/05/1946 BK 2 PG 109 WY SUBLETTE
T026N R113W SEC-0023 N2SE (PART OF TR 45)
T028N R113W SEC-0024 N2/SW (PART OF TR 45), S2NE, S2NW, (AKA TR 47)
50019-00 USA EV-021741 09/01/1946 BK 88 PG 783 WY SUBLETTE
<PAGE>
PAGE 2
T026N R113W SEC-0004 LOTS 1(39.30), 2(38.74), 3(38.18), 4(37.62), 5(40),
6(40), 7(40), 8(40), 9(40), 10(40), 11(40), 12(40),
SE, NWSW
T027N R113W SEC-0028 SESW, SWSE
T027N R113W SEC-0029 SENE
T027N R113W SEC-0032 W2SE, N2NE, SWNE
T027N R113W SEC-0033 NWNE, S2NE, SE, NW
50020-00 USA EV-021743 03/01/1947 BK 86 PG 313 WY SUBLETTE
T027N R113W SEC-0033 N2SW
50022-01 MATILDA BERTAGNOLLI, ET VIR 10/26/1956 BK 16 PG 150 WY SUBLETTE
T027N R114W SEC-0001 LOTS 1, 2, 3, 4, S2N2
50022-02 THOMAS S HARROWER, ET UX 09/06/1957 BK 18 PG 2 WY SUBLETTE
T027N R114W SEC-0001 LOTS 1, 2, 3, 4, S2N2
50027-00 USA W-04226 01/01/1951 BK 89 PG 154 WY SUBLETTE
T030N R113W SEC-0028 SWNW, N2SW, E2NW, S2SW
50028-00 USA 2-0136178 05/01/1951 BK 84 PG 621 WY SUBLETTE
T030N R113N SEC-0021 S2
50047-00 USA EV-023313-A 02/01/1948 BK314 PG 227 WY LINCOLN
T026N R112W SEC-0012 W2E2, LOTS 3,4
T026N R112W SEC-0013 NW, SW
50048-00 USA EV-023313-B 02/01/1948 BK288 PG 640 WY LINCOLN
T026N R112W SEC-0012 W2
T026N R112W SEC-0013 LOT 3, W2NE, LOT 4, W2SE
50049-00 ST WY 0-2265 03/02/1944 BK314 PG 49 WY LINCOLN
T026N R112W SEC-0016 NENE
50050-00 USA EV-025550 01/01/1948 BK 89 PG 98 WY SUBLETTE
T027N R112W SEC-0027 W2
50051-00 USA EV-022929 09/01/1947 BK 15 PG 206 WY SUBLETTE
T027N R112W SEC-0034 NENE, NENE, SE, S2NE, W2
T027N R112W SEC-0035
<PAGE>
PAGE 3
50052-00 USA EV-026056 12/01/1949 BK 9 PG 128 WY LINCOLN
T026N R112W SEC-0011 NE, NENW, N2SW, SE, SESW, SWSW, S2NW
T026N R112W SEC-0014 E2, E2NW, SW, W2NW
50053-00 USA EV-022930-A 09/01/1947 BK 8 PG 484 WY LINCOLN
T026N R112W SEC-0010 SENE, SENW, SWNE, N2NE, N2NW, SWNW, SW4, N2SE, S2SE
T026N R112W SEC-0015 NWNW, NENW, SENW, SWNW, SW, N2N3, S2NE, SE
50054-00 USA EV-022932 09/01/1947 BK 9 OG 66 WY SUBLETTE
T026N R112W SEC-0002 NESE, NWSE, SENE, SW, SWNE, S2NW, S2SE,
LOTS 1, 2, 3, 4
T026N R112W SEC-0003 S2, S2N2, LOTS 1, 2, 3, 4
T026N R112W SEC-0004 SE
T026N R112W SEC-0009 N2, N2SE, SESE, SW, SWSE
T026N R112W SEC-0011 NWNW
50088-00 USA W-92217 12/01/1948 BK 85 PG 599 WY SUBLETTE
T028N R112W SEC-0017 N2NW, SESW
T028N R112W SEC-0018 NE, LOTS 1, 2, 3, E2NW, NESW
T028N R112W SEC-0019 SWNE, E2SW, W2SE, E2NE, E2SE
T028N R112W SEC-0020 W2SW. MW. E2SW
50094-00 USA EV-022261 09/01/1946 BK 90 PG 107 WY SUBLETTE
T026N R113W SEC-0019 SE, SWNE, SENE, LOT 5, NWNE
T028N R113W SEC-0031 E2NE
T028N R113W SEC-0032 LOT 1, N2NW, SWNW
50101-00 USA EV-025991 04/01/1952 BK 89 PG 82 WY SUBLETTE
T029N R113W SEC-0034 ALL
50113-00 MYRON EDGAR MILLS ET UX 05/20/1953 BK 5 PG 107 WY SUBLETTE
T028N R113W SEC-0022 SESE
T028N R113W SEC-0023 E/2SW, SWSW, SAID LANDS BEING NOW RESURVEYED
INTO AND AS TRACT 44
50131-00 USA W-48904 01/01/1940 BK 89 PG 76 WY SUBLETTE
T027N R113W SEC-0005 LOT 1 (NENE - 39.78 AC), SENE
T028N R113W SEC-0032 W2N2
<PAGE>
PAGE 4
T028N R113W SEC-0032 LOT 6 (SESE- 47.69) E2NE, NESE
T028N R113W SEC-0033 SWNW
50133-00 USA EV-010270-B 10/16/1939 BK 89 PS 112 WY SUBLETTE
T027N R113W SEC-0021 N2N2
50134-00 USA W-0256493 06/01/1947 BK 88 PG 789 WY SUBLETTE
T028N R113W SEC-0033 LOTS 3, 4, NE, N2SE
T028N R113W SEC-0034 LOT 1, W2NW, NWSW
50135-00 USA W-0256 03/01/1950 BK 89 PG 132 WY SUBLETTE
T027N R113W SEC-0009 W2NE
50136-00 USA EV-026191 03/01/1950 BK 89 PG 132 WY SUBLETTE
T027N R113W SEC-0004 SESW. SWSE
50137-00 USA W-048780 07/01/1947 BK 89 PG 89 WY SUBLETTE
T027N R113W SEC-0004 LOTS 2, 3, SWNE
50138-00 USA EV-022209 06/01/1947 BK 88 PG 789 WY SUBLETTE
T028N R113W SEC-0033 LOTS 1, 2 N2SW
50139-00 USA W-9653 03/10/1950 BK 89 PG 132 WY SUBLETTE
T027N R113W SEC-0004 LOT 4, S2NW, N2SW, NWSE
50140-00 ST WY 0-847 09/16/1936 BK PG WY SUBLETTE
T027N R113W SEC-0016 ALL
50141-00 USA EV-09561-A 06/20/1932 BK 89 PG 65 WY SUBLETTE
T027N R113W SEC-0017 NE, E2NW, SE, NESW
T027N R113W SEC-0020 NENE, NWNE, S2NE
50142-00 USA EV-021978 01/01/1940 BK 2 PG 173 WY SUBLETTE
T027N R113W SEC-0004 SWSW
T027N R113W SEC-0009 NW, E2SW, W2SE
50143-00 USA EV-07555 01/01/1940 BK 89 PG 70 WY SUBLETTE
T027N R113W SEC-00094 W2SW
50144-00 USA EV-07671-A 12/29/1939 BK 89 PG 125 WY SUBLETTE
T027N R113W SEC-0008 SE
<PAGE>
PAGE 5
50145-00 USA EV-07671-B 12/29/1939 BK 89 PG 125 WY SUBLETTE
T027N R113W SEC-0008 N2, N2SW, S2SW
50147-00 USA W-48907 01/01/1940 BK 89 PG 76 WY SUBLETTE
T027N R113W SEC-0005 N2SE, SWNE, LOTS 2, 3, 4, S2NW, N2SW, S2S2
T028N R113W SEC-0033 SENW
50149-00 USA W-0125385 12/01/1948 BK 85 PG 599 WY SUBLETTE
T028N R112W SEC-0019 LOTS 3, 4
50150-00 USA W-0125387 01/01/1950 BK 85 PG 605 WY SUBLETTE
T028N R112W SEC-0030 LOT 1
50151-00 USA W-0125388 06/01/1948 BK 85 PG 621 WY SUBLETTE
T028N R113W SEC-0023 NENW, NWNE, LOTS 1, 2, 3, NENE
T028N R113W SEC-0024 LOTS 3 (48 AC) LOT 4 (48.77 AC)
50152-00 USA EV-022756 09/01/1946 BK 89 PG 17 WY SUBLETTE
T028N R113W SEC-0014 S2NW, SW, N2NW
50153-00 USA EV-023554 01/01/1948 BK 89 PG 19 WY SUBLETTE
T028N R113W SEC-0026 SESW, S2SE, LOT 1, SENW, NESW, N2SE, NE
50154-00 USA EV-024756 06/01/1948 BK 67 PG 70 WY SUBLETTE
T028N R113W SEC-0023 LOTS 5, 6, 7
T028N R113W SEC-0024 LOTS 5, 6, 7, 7, 8, TRACT 46 A&B
T028N R113W SEC-0025 LOTS 1, 2, 3, 4, W2E2, E2W2, SWSW, W2N2, NWSW
50155-00 USA EV-024792 07/01/1948 BK 85 PG 614 WY SUBLETTE
T028N R113W SEC-0034 LOT 2
50156-00 USA W-02985 06/01/1948 BK 89 PG 3 WY SUBLETTE
T028N R113W SEC-0035 LTS 1, 2, 3, 4, 5, 6, 7, W2NE, N2NW, SWNW, N2SW,
NWSE
50157-00 USA W-02985-A 06/01/1948 BK 89 PG 3 WY SUBLETTE
T028N R113W SEC-0034 SENW
50158-00 USA W-046892 02/01/1957 BK 85 PG 582 WY SUBLETTE
T028N R113W SEC-0034 E2N2, SWNE, N2SE, LOTS 3 & 4
50159-00 USA W-05283 02/01/1951 BK 31 PG 229 WY SUBLETTE
T028N R113W SEC-0004 LOTS 5, 6, S2N2, N2SE, SESE, SWSE
<PAGE>
PAGE 6
50160-00 USA W-08056 09/01/1951 BK 32 PG 63 WY SUBLETTE
T028N R113W SEC-0034 E2NW, NESE, NWNE
50161-00 USA W-10675 09/01/1950 BK 31 PG 274 WY SUBLETTE
T029N R113W SEC-0035 W2SW, SESW, NESW
50162-00 USA W-10677 05/01/1950 BK 31 PG 266 WY SUBLETTE
T029N R113W SEC-0026 NESE, SENW, SESE, S2NE
T029N R113W SEC-0027 NESE, SENW, SESE, S2NE
50163-00 USA W-10679 08/01/1951 BK 69 PG 587 WY SUBLETTE
T028N R113W SEC-0003 S2/SW
50164-00 STATE OF WYOMING 0-11142 05/16/1951 BK 19 PG 243 WY SUBLETTE
T028N R113W SEC-0005 E2SW, SE, NW (PART OF RESURVEY TRACT 54)
50165-00 ST WY 020810 06/16/1956 BK 85 PG 669 WY SUBLETTE
T028N R113W SEC-0036 W2SW
50166-00 USA W-06861 07/01/1951 BK 85 PG 40 WY SUBLETTE
T028N R113W SEC-0015 SENE, N2NE
50167-00 USA W-014074 06/01/1952 BK 89 PG 96 WY SUBLETTE
T029N R113W SEC-0035 N2NW, SENW, SWNW
50169-00 USA W-0125384 05/01/1948 BK 31 PG 242 WY SUBLETTE
T028N R113W SEC-0011 E2
T028N R113W SEC-0013 SW
T028N R113W SEC-0014 SWNE, W2SE, N2NE, SENE, E2SE
50170-00 USA W-10681 02/01/1950 BK 31 PG 206 WY SUBLETTE
T029N R113W SEC-0022 E2NE, NESE, NWSE, S2SE, W2NE
T029N R113W SEC-0026 NWNW
T029N R113W SEC-0027 N2NE
50171-00 USA W-10682 02/01/1950 BK 31 PG 206 WY SUBLETTE
T029N R113W SEC-0022 NW, N2SW, S2SW
T029N R113W SEC-0024 E2SE, NENW, NWNW, NWSE, SENW, SW, SWMW, SWSE, S2NE
T029N R113W SEC-0025 NENW
T029N R113W SEC-0027 NENW
<PAGE>
PAGE 7
50172-00 CHARLES P NOBLE ET UX 02/03/1954 BK 7 PG 360 WY SUBLETTE
T029N R113W SEC-0011 E2NW, NE
T029N R113W SEC-0012 W2NW
50173-00 USA EV-024549-A 07/01/1951 BK 22 PG 137 WY LINCOLN
T026N R112W SEC-0005 THAT PORTION OF THE GREEN RIVER RIPARIAN TO LOTS 4,
5, 6, 7, 10, 11 AND 13
T026N R112W SEC-0008 THAT PORTION OF THE GREEN REIVER RIPARIAN TO LOTS 1,
2, 4, 5, 6, 7 AND 11
50174-00 USA W-20951 09/01/1947 BK9PR PG 66 WY LINCOLN
T026N R112W SEC-0004 LOTS 1, 2, 3, 4, S2N2, SW4
50175-00 USA EV-022929-A 09/01/1952 BK9PR PG 206 WY SUBLETTE
T027N R112W SEC-0033 NW4
50176-00 USA W-022931 11/01/1947 BK24PR PG 253 WY LINCOLN
T026N R112W SEC-0005 LOTS 4 (17.01), 7 (7.50), 10 (25.29), 11 (42.73),
13 (23.59) AND SWSE
T026N R112W SEC-0008 LOT 1 (12.18), 2, (19.72), 4 (32.67), 5 (20.41),
6 (18.10), AND W2NE
LOT 7 (43.63), 11 (30.54)
BK 15 PG 193 WY SUBLETTE
T027N R112W SEC-0029 LOTS 2 (35.76), 3 (16.18), 4 (45.23), 5 (6.90), 8
(6.23), 9 (37.63), 10 (1.67), 11 (22.05), 12 (23.76)
50177-00 USA EV-022931-A 11/01/1947 BK24PR PG 253 WY LINCOLN
T026N R112W SEC-0005 LOT 1 (36.87), SENE, E2SE
T026N R112W SEC-0008 E2NE, E2SE
BK 15 PG 193 WY SUBLETTE
T027N R112W SEC-0028 ALL
T027N R112W SEC-0029 E2SE
T027N R112W SEC-0032 SENE, E2SE, NENE
50178-00 USA EV-022935 10/01/1947 BK 43 PG 242 WY LINCOLN
T026N R112W SEC-0005 LOTS 5 AND 6
50180-00 USA EV-023229-A 07/01/1947 BK 89 PG 52 WY SUBLETTE
T027N R112W SEC-0021 LOTS 9, 10, 11, SWSW
<PAGE>
PAGE 8
50181-00 USA W-20950 09/01/1947 BK 15 PG 206 WY SUBLETTE
T027N R112W SEC-0033 SE, NE4
T026N R112W SEC-0008 E2NE, E2SE
50182-00 USA W-039163 09/01/1947 BK 15 PG 206 WY SUBLETTE
T027N R112W SEC-0029 THAT PORTION OF THE GREEN RIVER THAT IS RIPARIAN TO
LOTS 2, 3, 4, 5, 8, 9, 10, 11, 12
50183-01 KENNETH BARLETT, GUARDIAN 10/29/1958 BK 22 PG 349 WY SUBLETTE
T027N R112W SEC-0029 S2NE, LOT 1 & LOT 6
50183-02 ATHOL L STOTTS, ET UX 01/23/1956 BK 15 PG 79 WY SUBLETTE
T027N R112W SEC-0029 S2NE, LOT 1 & LOT 6
50183-03 MARY MAXINE DELANEY, ET AL 01/23/1956 BK 15 PG 231 WY SUBLETTE
T027N R112W SEC-0029 S2N2, LOT 1 & LOT 6
50183-04 FLORENCE VICKREY, ET AL 01/23/1956 BK 15 PG 295 WY SUBLETTE
T027N R112W SEC-0029 S2N2, LOT 1 & LOT 6
50184-01 SELMER G LARSON, RECEIVER 06/21/1956 BK 18 PG 216 WY LINCOLN
T026N R112W SEC-0008 LOTS 8 (16.37), 9 (28.05), 10 (41.40), SWSW
50184-02 WILLIAM J MCGINNIS 06/21/1956 BK 18 PG 214 WY LINCOLN
T026N R112W SEC-0008 LOTS 8, 9, 10, SW4SW4, BED OF GREEN RIVER RIPARIAN
TO LOTS 8, 9, & 10
50185-00 BENEFICIAL OIL CO. 09/16/1959 BK 24 PG 537 WY SUBLETTE
T027N R112W SEC-0017 N2NE, SENE, NENW
T027N R112W SEC-0020 LOTS 1, 2 & 5, NENE, NWSE
T027N R112W SEC-0021 LOTS 2 (16.93), 3 (39.25), 4 (11.04), 5 (15.73),
6 (20.24), NWNW
50186-00 M F WHELAN LIVESTOCK COMPANY 01/25/1954 BK 9 PG 63 WY SUBLETTE
T027N R112W SEC-0029 INSOFAR AS LSE COVERS: LOT 7 (NW/4SE/4)
T027N R112W SEC-0032 INSOFAR AS LSE COVERS: NWNE, INCLUDING RIPARIAN
RIGHTS IN THE GREEN RIVER
50187-00 USA W-06206 05/01/1951 BK 84 PG 621 WY SUBLETTE
T030N R113W SEC-0009 E2
T030N R113W SEC-0015 N2NW, NWNE, S2N2, NENE, N2S2, SESW, S2SE
50198-00 USA W-10678 10/01/1950 BK 31 PG 213 WY SUBLETTE
<PAGE>
PAGE 9
T029N R113W SEC-0025 S/2NE, N/2SE, SESE
50213-00 USA W-23002 03/01/1970 BK 58 PG 661 WY SUBLETTE
T030N R113W SEC-0008 SESW, NESW, SWSW
T030N R113W SEC-0017 NW, SW
50269-00 USA W-0322521 03/01/1966 BK294 PG 638 WY LINCOLN
T026N R113W SEC-0009 SESW
50270-00 ST WY 63-11625 08/02/1963 BK204 PG 257 WY LINCOLN
T026N R113W SEC-0016 ALL
50272-00 USA W-09156B 06/01/1948 BK 17 PG 283 WY LINCOLN
T026N R113W SEC-0008 NE, N2SE, SESE, E2NW
T026N R113W SEC-0009 W2W2M E2NW, NESW
50274-00 USA W-020123-A 04/01/1953 BK 21 PG 509 WY SUBLETTE
T027N R112W SEC-0004 SWSW
T027N R112W SEC-0005 SESE, LOT 4, S2NW, SW, N2SE, W2SE
T027N R112W SEC-0009 SWSW
T027N R112W SEC-0017 SE, SWNE
T027N R112W SEC-0029 W2NE
50275-00 USA W-025407A 05/01/1954 BK 34 PG 635 WY SUBLETTE
T027N R112W SEC-0031 LOTS 1, 2, 5, 6, 7, 8, 11, 12, E2NWNE, W2NWNE
T030N R113W SEC-0017 NW, SW
50276-00 USA W-020123 04/01/1953 BK 21 PG 509 WY SUBLETTE
T027N R112W SEC-0006 ALL
T027N R112W SEC-0008 W2NW, SENW, SW
T027N R112W SEC-0020 LOT 6, NW, N2SW, SWSW
50277-00 USA EV-023313 02/01/1948 BK286 PG 640 WY LINCOLN
T026N R112W SEC-0006 SWNE
50278-00 USA EV-023313 02/01/1948 BKK286 PG 640 WY LINCOLN
T026N R112W SEC-0006 SESW, NESW, SWSW
<PAGE>
PAGE 10
50279-00 USA W-024793 02/01/1954 BK 30 PG 138 WY LINCOLN
T026N R113W SEC-0014 SENW, SW
T026N R113W SEC-0022 NENE, SENE, SENW, SWNE
T026N R113W SEC-0023 N2NW, LOTS 1, 2, 3, 4
50280-00 USA W-022407 05/01/1954 BK150 PG 334 WY SUBLETTE
T027N R112W SEC-0006 LOTS 3, 4, 7, 8, NENE, W2NE, NWSE, N2SWSE, SESWSE,
SWSWSE
50281-00 USA W-025410 05/01/1954 BK 22 PG 22 WY SUBLETTE
T027N R112W SEC-0030 LOTS 1, 2, 5, 6, E2W2
BK 30 PG 490 WY LINCOLN
T027N R112W SEC-0002 LOT 1
50282-00 USA W-025410-A 05/01/1954 BK 22 PG 22 WY SUBLETTE
T027N R112W SEC-0031 LOTS 3, 4, 7, 9, NWNENW, W2SE, S2SWNE, NESWNE
LOT 10, E2NENW, SWNENW, SENW, NWSWNE, E2SW
50283-00 USA EV-025440 03/01/1950 BK 22 PG 32 WY SUBLETTE
T027N R112W SEC-0007 NE, W2SE, E2SE
T027N R112W SEC-0018 S2NE, SE, N2NE
50284-00 USA EV-025440-A 03/01/1955 BK 22 PG 32 WY SUBLETTE
T027N R112W SEC-0019 E2
50285-00 USA W-033951 07/01/1955 BK 296 PG 257 WY SUBLETTE
T026N R113W SEC-0010 S2NE
50286-00 USA W-036054 04/01/1956 BK 21 PG 292 WY SUBLETTE
T027N R113W SEC-0027 NWNE
50287-00 USA W-038682 09/01/1956 BK 288 PG 52 WY LINCOLN
T026N R113W SEC-0002 LOTS 2, 3, 5, 6, 12
BK 70 PG 151 WY SUBLETTE
T027N R113W SEC-0035 W/2
50288-00 USA W-03682-A 09/01/1956 BK 88 PG 52 WY LINCOLN
T026N R113W SEC-0014 LOTS 3, 4
<PAGE>
PAGE 11
50290-00 USA W-047412 09/01/1958 BK 88 PG 123 WY SUBLETTE
T027N R112W SEC-0009 LOT 1
50291-00 USA W-0499597412 06/01/1957 BK 23 PG 512 WY LINCOLN
T026N R112W SEC-0006 THAT PORTION OF THE BED OF GREEN RIVER RIPARIAN TO
LOT 7
50292-00 USA W-050961 09/01/1957 BK 24 PG 335 WY LINCOLN
TO26N R112W SEC-0006 LANDS COVERING ALL OF THE BED OF THE GREEN FIVER
LYING IN LOT 6 BETWEEN THE MEAN HIGH WATER MARKS
THEREOF, EXCEPTING THAT PORTION OF THE SAID RIVER
BED WHICH LIES RIPARIAN TO LOT 7 OF SEC 6. SAID
LANDS BEING ONLY THAT PORTION OF THE BED OF THE
GREEN RIVER APPURTENANT TO LOT 6.
50293-00 USA W-052064 02/01/1948 BK249 PG 232 WY LINCOLN
T026N R112W SEC-0007 LOT 5
T026N R112W SEC-0018 LOT 1, 2, 3,
PAGE 12
50294-00 USA W-052065 02/01/1948 BK249 PG 232 WY LINCOLN
T026N R112W SEC-0006 LOT 1, 2, 3, 4, 5, 6, 7, 9
50295-00 USA W-05751 06/01/1951 BK 22 PG 39 WY SUBLETTE
T027N R112W SEC-0007 LOTS 1, 2, 3, 4, E2W2
T027N R112W SEC-0018 LOT 1, 2, E2NW, LOTS 3, 4, E2SW
50296-00 USA W-05751-A 06/01/1951 BK 22 PG 39 WY SUBLETTE
T027N R112W SEC-0019 LOT 1, 2, 3, 4, E2W2
50297-00 USA W-059584 03/01/1956 BK 18 PG 217 WY SUBLETTE
T027N R112W SEC-0030 THAT PORTION OF THE BED OF THE GREEN RIVER THAT IS
RIPARIAN TO LOTS 2, 4, 7, 8
50298-00 USA W-059584 03/01/1956 BK 18 PG 217 WY SUBLETTE
T027N R112W SEC-0031 THAT PORTION OF THE BED OF THE GREEN RIVER THAT IS
RIPARIAN TO LOTS 1, 2, 5, 6, 7, 8 11, 12
50299-00 USA W-059585 07/01/1947 BK 85 PG 49 WY SUBLETTE
T027N R112W SEC-0009 LOTS 2 (6.59), 3 (10.11)
T027N R112W SEC-0020 LOTS 3, (4.94), 4 (20.40)
50300-00 USA W-066369 07/01/1988 BK305 PG 26 WY LINCOLN
T026N R113W SEC-0015 S/2
50301-00 USA W-066370 10/11/1958 BK305 PG 30 WY LINCOLN
<PAGE>
PAGE 12
T026N R112W SEC-0022 N2NW, NWNE, SWNW, NWSW
50302-00 USA EV-07798-E 09/01/1954 BK 30 PG 22 WY LINCOLN
T026N R113W SEC-0002 LOT 4 (41.5)
T026N R113W SEC-0010 SE
T026N R113W SEC-0011 N2NW, SENW, SW, W2NE, W2SE, LOTS 1, 2, 3, 4
T026N R113W SEC-0014 N2NW, SWNW, W2NE, W2SE, LOTS 1, 2
T026N R113W SEC-0015 N2N2
50303-00 USA EV-08051-B 04/01/1958 BK 86 PG 278 WY SUBLETTE
T027N R113W SEC-0027 E2NE, E2SWNE
50304-00 ST WY 0-11135 05/16/1951 BK 22 PG 430 WY LINCOLN
T026N R113W SEC-0013 ALL (RES PT LOT 37)
50305-00 ST WY 0-1137 05/16/1951 BK 22 PG 433 WY LINCOLN
T026N R113W SEC-0024 S2N2 (RES LOT 39)
50306-00 ST WY 0-11141E 05/16/1951 BK 21 PG 272 WY SUBLETTE
T027N R113W SEC-0036 ALL
50307-00 ANDERSON L MCGINNIS, ET UX 12/26/1956 BK 16 PG 336 WY SUBLETTE
T027N R112W SEC-0003 PARTS OF LOTS 3 & 4 DESCRIBED AS FOLLOWS: COMMENCING
AT A POINT ON THE EAST LINE OF SAID LOT 3, 325'
SOUTH OF THE OLD PARTITION FENCE, THENCE ALONG SAID
FENCE 89 DEGREES WEST TO THE WEST BOUNDARY OF SAID
LOT 4, THENCE SOUTH TO THE SW CORNER OF SAID LOT 4,
THENCE EAST TO THE SE CORNER OF SAID LOT 3, THENCE
NORTH TO THE PLACE OF BEGINNING.
THAT PART OF LOT 5 DESCRIBED AS FOLLOWS: COMMENCING
AT A POINT 1635' SOUTH OF THE QUARTER SECTION CORNER
ON THE NORTH LINE OF SAID SECTION AND RUNNING THENCE
EAST ALONG THE MCGINNIS MICKELSON PARTITION FENCE TO
THE GREEN RIVER, THENCE IN A SOUTHEASTERLY DIRECTION
ALONG GREEN RIVER TO THE EAST AND WEST QUARTER
SECTION LINE IN SAID SECTION 3, THENCE WESTERLY
ALONG SAID EAST AND WEST QUARTER SECTION LINE TO THE
CENTER OF SAID SECTION 3, THENCE NORTH TO THE PLACE
OF BEGINNING.
E2SW, NWSW, SWSW, S2NW, LOTS 8 & 9
T027N R112W SEC-0004 SE, SESW, S2NE, LOT 1
T027N R112W SEC-0008 E2NE
T027N R112W SEC-0009 NW, N2NE, N2SW, SESW, SWNE, S2SE, LOTS 1, 4, 5
<PAGE>
PAGE 13
T027N R1112W SEC-0010 LOTS 2, 3, 7
50308-00 ST WY 0-11134 05/16/1951 BK 22 PG 439 WY LINCOLN
T026N R113W SEC-0012 ALL
50309-01 SELMER G LARSON 01/08/1957 BK 20 PG 434 WY LINCOLN
T026N R112W SEC-0007 SWSE, SESW, E2SE4
T026N R112W SEC-0017 LOTS 2, 3, 4, W2, SE
T026N R112W SEC-0018 LOT 4, E2W2, E2
T026N R112W SEC-0018 LOT 4, E2W2, E2
T026N R112W SEC-0019 LOTS 1, 2, 3, E2NW, NESW, NE4, N2SE4
T026N R112W SEC-0020 N2, N2S2
T026N R112W SEC-0021 W2NW, NWSW
50309-02 NEWT SIMS LARSON 12/15/1956 BK 20 PG 234 WY LINCOLN
T026N R112W SEC-0017 S2S2
T026N R112W SEC-0018 PART SESE E OF HWY 189
T026N R112W SEC-0019 PART E2NE, NESE E HWY 189
T026N R112W SEC-0020 N2, N2S2
T026N R112W SEC-0021 W2NW, NWSW, LOTS 2, 3, 6
50309-03 WILLIAM J MCGINNIS ET UX 11/13/1956 BK 19 PG 394 WY LINCOLN
T026N R112W SEC-0007 SWSE, SESW, E2SE4
T026N R112W SEC-0017 LOTS 2, 3, 4, N2SE, NW, N2SW
T026N R112W SEC-0018 W2NE, E2NW, NESW, SESW, LOT 4, SWSE, NE4, N2SE
T026N R112W SEC-0019 LOTS 1, 2, 3, E2NW, W2NE, NESW, NWSE, ALSO ALL THAT
PART OF THE SE4SE4
SEC 18; E2NE4, NE4SE4, SEC. 19 LYING WEST OF STATE
HWY 287, CENTER LOCATION OF SAID HWY BEING LOCATED
IN SAID SE4SE4, SECTION 18 AND E2NE4, NE4SE4, SEC.
19 AS FOLLOWS: 958 FEET WEST OF NE CORNER OF SE4SE5,
SEC. 18; 701 FEET WEST OF NE CORNER, SEC. 19; 554
FEET WEST OF EAST SECTION LINE ALONG THE HALF
SECTION LINE OF SEC. 19; AND 177 FEET WEST OF SE
CORNER OF SEC. 19, CONTAINING 1,375.10 ACRES, MORE
OR LESS.
50310-00 ST WY 0-11216B 05/16/1951 BK 3 PG 468 WY SUBLETTE
T027N R112W SEC-0016 W2
50311-00 USA W-048781 06/01/1956 BK 24 PG 339 WY SUBLETTE
T0276N R113W SEC-0035 E/2
<PAGE>
PAGE 14
50312-00 ST WY 0-11136 05/16/1951 BK 22 PG 436 WY LINCOLN
T026N R112W SEC-0024 N2N2 (RES LOT 38)
NWSW (RES LOT 40)
50318-00 GEORGE E YEAMAN ET UX 11/29/1956 BK 20 PG 248 WY LINCOLN
T026N R112W SEC-0007 W2NE, NENE, LOT 3
T026N R112W SEC-0008 LOT 3, EXCEPT HWY TRACT
50319-00 WINSTON H ALLEMAN ET UX 02/26/1959 BK 32 PG 445 WY LINCOLN
T026N R112W SEC-0005 LOT 12
T026N R112W SEC-0006 THE FOLLOWING PARCELS SHOWN AND DESCRIBED ON LINCOLN
COUNTY METES AND BOUNDS PLAT NO. 1 FOR SW4SE4 AND
NW4SE4 SECTION 6-26-112 LINCOLN COUNT LOT 2: ALL
LINCOLN COUNT LOT 3: ALL
LINCOLN COUNTY LOT 8: ALL, EXCEPT FOR THE FOLLOWING
DESCRIBED PARCELS: BEGINNING AT THE SOUTH WEST
CORNER OF THE SOUTH WEST QUARTER OF THE SOUTH EAST
QUARTER (SW4SE4) OF SECTION SIX THENCE EAST ON THE
SECTION LINE BETWEEN SAID SECTIONS SIX (6) AND
SEVEN(7), TOWNSHIP TWENTY-SIX NORTH, RANGE ONE
HUNDRED TWELVE WEST OF THE 6TH P.M. IN WYOMING, A
DISTANCE OF 1043.35 FEET; THENCE NORTH A DISTANCE OF
835 FEET; THENCE WEST A DISTANCE OF 1043.35 FEET;
THENCE SOUTH ON THE MID-SECTION LINE OF SAID SECTION
SIX A DISTANCE OF 835 FEET TO THE POINT OF
BEGINNING.
TWO AND NINETY SEVEN HUNDREDTHS ACRES MORE OR LESS,
STARTING FROM A POINT 1043.35 FEET EAST AND 835 FEET
NORTH OF THE SOUTH WEST CORNER OF LINCOLN COUNTY,
LOT NUMBER 8 AS SHOWN UPON LINCOLN COUNTY METES AND
BOUNDS MAP NUMBER ONE, SECTION 6, TOWNSHIP 26 NORTH,
RANGE 112 WEST; THENCE IN A NORTHERLY DIRECTION
PARALLEL TO THE WEST BOUNDARY OF LINCOLN COUNTY LOT
NUMBER 8 TO THE NORTH BOUNDARY OF SAID LOT 8; THENCE
WEST ALONG THE NORTH BOUNDARY LINE OF SAID LOT
NUMBER 8 TO THE CORNER THAT IS 566.31 FEET FROM ITS
WESTERN BOUNDARY, THENCE IN A SOUTHERLY DIRECTION
PARALLEL TO THE WESTERN BOUNDARY OF LINCOLN COUNTY
LOT NUMBER 8 FOR A DISTANCE OF 271.35 FEE; THENCE IN
AN EASTERLY DIRECTION TO THE POINT OF BEGINNING.
LINCOLN COUNTY LOT 21: ALL
LA BARGE TOWN LOTS 5-12; INCLUSIVE IN BLOCK 1
51% OF LOTS 1 & 2, AND ALL OF LOTS 5-20, INCLUSIVE
IN BLOCKS 3 OF THE SECOND ADDITION AND LOT 23, BLOCK
1 OF THE ORIGINAL TOWNSITE.
THE FOLLOWING PARCELS SHOWN AND DESCRIBED ON LINCOLN
COUNTY METES AND BOUNDS PLATE NO. 2, FOR LOTS 8 &
11, SECTION 6-26-112
<PAGE>
PAGE 15
LINCOLN COUNTY LOT 19: ALL
LINCOLN COUNTY LOT 20: ALL
50320-01 CYRIL HOUSLEY ET UX 11/14/1956 BK 19 PG 398 WY LINCOLN
T026N R112W SEC-0007 LOT 2, 4, NWSE, SENW, NESW
50320-02 AUGUSTA B MARX 11/19/1956 BK 19 PG 475 WY LINCOLN
T026N R112W SEC-0007 LOT 2, 4, SENW, NWSE, NESW
50322-00 ST WY 0-22646T UX 11/16/1958 BK 35 PG 543 WY LINCOLN
T026N R112W SEC-0001 ALL OF ORIGINAL SECTION 1
50324-00 JOHN E MARX ET UX 11/01/1956 BK 19 PG 353 WY LINCOLN
T026N R112W SEC-0006 E2SW, LOT 10
T026N R112W SEC-0007 LOT 1, NENW
50325-00 USA W-033913 11/01/1956 BK 22 PG 419 WY SUBLETTE
T028N R112W SEC-0033 W2NW, NWSE, NENE, S2NE, E2NW, NWNE, SWSE, E2SE
50329-01 WY STATE HWY COMMISSION 08/22/1958 BK 32 PG 379 WY LINCOLN
T026N R112W SEC-0006 STATE HIGHWAYS CROSSING FOLLOWING LANDS:
PARCEL 1: E2SE
PARCEL 2: LOT 11, SWSE
T026N R112W SEC-0007 STATE HIGHWAYS CROSSING FOLLOWING LANDS:
PARCEL 3: E2NE
PARCEL 4: E2SE
PARCEL 5: E2SE, SWSE
PARCEL 6: NWSE
PARCEL 7: LOT 3, NENE, W2NE
PARCEL 8: W2NE
PARCEL 9: NENW, LOT 1
PARCEL 10: PARCEL OF LAND INCLUDED WITHIN THE RIGHT
OF WAY OF THE STAT HIGHWAY PROJECT L. N.
-10 & F.A. PROJECT 158A, KNOWN AS THE
KEMMERER-MARBLETON ROAD, SAID RIGHT-OF-
WAY BEING 80' WIDE AND LYING 40' ON
EITHER SIDE AND BEING EQUIDISTANT FROM A
CERTAIN CENTER LINE DESCRIBED BY COURSES
AND DISTANCES AS FOLLOWS: BEGINNING AT
A POINT DESIGNATED IN THE FIELD NOTES OF
THE SURVEY OF THE ABOVE MENTIONED
HIGHWAY AS STATION 1276 40.0, SAID POINT
BEING ON THE SOUTH BOUNDARY LINE OF NESE
OF SECTION 19-26N-112W, 6TH P.M.; AND N
17 DEGREE 11' W A DISTANCE OF 1129.9'
FROM POINT WHICH IS N 31 DEGREE 48' W A
DISTANCE OF 337.3' FROM A POINT WHICH IS
EAST A DISTANCE OF 250' FROM THE SE
CORNER OF SECTION 19, AFORESAID; THENCE
N 17 DEGREE 11' W A DISTANCE OF 1076.2'
TO A POINT OF AN 8 DEGREE 00' CURVE TO
<PAGE>
PAGE 16
THE RIGHT, THE RADIUS OF WHICH IS
716.2', THENCE ALONG SAID CURVE THROUGH
AN ANGLE OF 16 DEGREE 00', A DISTANCE OF
200'; THENCE N 1 DEGREE 11; W A DISTANCE
OF 2142.3'; THENCE N 1 DEGREE 21' E
145.2' TO POINT OF A 10 DEGREE 00' CURVE
TO THE LEFT, THE RADIUS OF WHICH IS
573'; ALONG SAID CURVE THROUGH AN ANGLE
OF 21 DEGREE 40' A DISTANCE OF 216.7;
THENCE N 20 DEGREE 19' W A DISTANCE OF
484.3" TO A POINT OF A 6 DEGREE 00' CURE
TO THE RIGHT, THE RADIUS OF WHICH IS
954.9'; THENCE ALONG SAID CURVE THROUGH
AN ANGLE OF 11 DEGREE 23' A DISTANCE OF
189.7; THENCE N 8 DEGREE 56' W A
DISTANCE OF 2582.7' TO THE POINT OF A 5
DEGREE 00' CURVE TO THE RIGHT, THE
RADIUS OF WHICH IS 1145.9'; THENCE ALONG
SAID CURVE, THROUGH AN ANGLE OF 9 DEGREE
11' A DISTANCE OF 183.7'; THENCE N 0
DEGREE 15' E A DISTANCE OF 4889.2, THE
END, WHICH IS STATION 1397 50 OF SAID
SURVEY, WHICH POINT IS ON THE E & W
CENTER LINE OF SECTION 7, 26N-112W OF
THE 6TH P.M.
T026N R112W SEC-0018 STATE HIGHWAYS CROSSING FOLLOWING LANDS:
PARCEL 4: E2SE, E2NE
PARCEL 5: NE
T026N R112W SEC-0019 STATE HIGHWAYS CROSSING FOLLOWING LANDS:
PARCEL 4: NESE, E2NE
PARCEL 5: NENE
PARCEL 10: SEE METES AND BOUNDS DESCRIBED IN
SECTION 7
T026N R112W SEC-0020 STATE HIGHWAYS CROSSING FOLLOWING LANDS:
PARCEL 4: NWSW
50343-00 USA W 05749 05/01/1951 BK 46 PG 707 WY SUBLETTE
T027N R112W SEC-0010 LOT 1, NENE, S2NE
T027N R112W SEC-0011 NE
T027N R112W SEC-0012 S2N2, SE
T027N R112W SEC-0013 E2
50344-00 USA W-066702 07/01/1947 BK 89 PG 139 WY SUBLETTE
T027N R112W SEC-0010 LOT 4 AND 5
50346-00 USA W-278782 04/01/1971 BK 46 PG 707 WY SUBLETTE
T027N R112W SEC-0001 SE
<PAGE>
PAGE 17
T027N R112W SEC-0012 N2NE
50347-00 USA EV-023053 01/01/1948 BK 84 PG 704 WY SUBLETTE
T027N R112W SEC-0015 E2NE
50348-00 USA EV-023053-A 01/01/1948 BK 84 PG 704 WY SUBLETTE
T027N R112W SEC-0015 E2SE
50349-00 USA EV-023057 01/01/1948 BK 89 PG 145 WY SUBLETTE
T027N R112W SEC-0010 SE
T027N R112W SEC-0015 W2NE
50350-00 USA EV-023057-A 01/01/1948 BK 89 PG 145 WY SUBLETTE
T027N R112W SEC-0015 W2SE
50351-00 USA EV-023066 01/01/1948 BK 89 PG 105 WY SUBLETTE
T027N R112W SEC-0010 E2SW, LOTS 6, 8
T027N R112W SEC-0015 E2NW, SWNW, LOT 1
50352-00 USA EV-023066-A 01/01/1948 BK 89 PG 105 WY SUBLETTE
T027N R112W SEC-0015 SW
50353-00 USA W-053031 09/01/1957 BK 87 PG 702 WY SUBLETTE
T027N R112W SEC-0015 PORTION OF BED OF GREEN RIVER RIPARIAN
TO LOT 2 MORE FULLY DESC. BY METES & BOUNDS IN LSE.
50354-00 USA W-066701 08/01/1949 BK 89 PG 139 WY SUBLETTE
T027N R112W SEC-0010 PORTION OF BED OF GREEN RIVER THAT IS RIPARIAN TO
LOTS 1, 4, 5, 6, 8
T027N R112W SEC-0015 PORTION OF BED OF GREEN RIVER THAT IS RIPARIAN TO
LOT 1
ALL ACRES SHOWN IN SEC 10
50355-00 USA W-07828 08/01/1951 BK 69 PG 587 WY SUBLETTE
T028N R112W SEC-0003 LOTS 7 (NENW), 8 (NWNW), S2NW, N2SW
50362-00 USA W-01332 05/01/1950 BK 31 PG 266 WY SUBLETTE
T029N R113W SEC-0026 SESE, SWSE, N2SE, S2NE, SENW
50365-00 USA EV-013494 12/31/1938 BK 31 PG 333 WY SUBLETTE
T029N R113W SEC-0014 SW, W2SE, S2NW, SWNE
T029N R113W SEC-0023 E2
50380-00 USA W-60577 11/01/1977 BK 73 PG 208 WY SUBLETTE
T028N R111W SEC-0029 W2
T028N R111W SEC-0030 LOTS 1, 2, 3, 4, E2, E2W2
<PAGE>
PAGE 18
T028N R111W SEC-0031 NE, E2SE
T027N R111W SEC-0032 W2
50384-00 USA W-62791 05/01/1978 BK 65 PG 556 WY SUBLETTE
T028N R111W SEC-0025 E2 LOT 1 (20.64 AC) LOT 3 (41.1 AC) 40.82 AC)
LOT 6 (30.22 AC) LOT 7 (40.54 AC), SESWNE, SENESW,
SESW, W2SE
T028N R111W SEC-0031 LOTS 1 (NWNW), 2(SWNW), E2NW, W/2SE
LOTS 3 (NWSW), 4 (SWSW), E2SW
50431-00 USA EV-022769-A 12/31/1938 BK 88 PG 767 WY SUBLETTE
T029N R113W SEC-0001 LOTS 3, 4, S2NW, SW
T029N R113W SEC-0002 LOTS 1, 2, 3, 4, S2NE SENW, S2
50432-00 USA EV-0177710-B 12/31/1938 BK 54 PG 228 WY SUBLETTE
T030N R113W SEC-0028 E2
T030N R113W SEC-0034 N2SW, SE, SESW
50434-00 USA EV-017710-A 12/31/1938 BK 54 PG 228 WY SUBLETTE
T030N R113W SEC-0034 SWSW
50435-00 USA EV-022769 12/31/1938 BK 88 PG 767 WY SUBLETTE
T029N R113W SEC-0003 LOTS 1 32.83), 2 (32.18) 3 (31.53), 4 (30.88)
S/2N/2, SW, S/2SE, NWSE
T029N R113W SEC-0004 LOTS 1 (31.11), 2(32.20)M 3 (33.30), S/2NE, SENW,
NESW, N/2SE
T030N R113W SEC-0033 E/2, E/2W/2
55787-01 KATHLEEN ANN MILLER 08/31/1986 BK 77 PG 548 WY SUBLETTE
T029N R113W SEC-0011 W2NW
55787-02 ROBERT M MILLER JR ET UX 08/13/1986 BK 77 PG 554 WY SUBLETTE
T029N R113W SEC-0011 W2NW
55787-03 MATTHEW DANIEL MILLER 08/13/1986 BK 77 PG 550 WY SUBLETTE
T029N R113W SEC-0011 W2NW
55787-04 PATRICIA M ROBERTS ET VIR 08/13/1986 BK 77 PG 552 WY SUBLETTE
T029N R113W SEC-0011 W2NW
55787-05 PRISCILLA KYSAR ET VIR 08/13/1986 BK 77 PG 546 WY SUBLETTE
T029N R113W SEC-0011 W2NW
55787-06 ALBERT E SCHWABACHER ET AL 04/13/1988 BK 81 PG 655 WY SUBLETTE
T029N R113W SEC-0011 W2NW
57047-00 USA W-01763 09/01/1950 BK PG WY SUBLETTE
T029N R113W SEC-0002 SWNW
<PAGE>
PAGE 19
T029N R113W SEC-0003 NESE
57790-00 USA W-01763 03/01/1986 BK274 PG 531 WY LINCOLN
T029N R112W SEC-0013 LOTS 1 & 2
57808-00 USA EV-026240 11/01/1950 BK305 PG 95 WY LINCOLN
T026N R113W SEC-0023 NWNE
57809-00 USA W-059091 08/01/1949 BK 89 PG 139 WY SUBLETTE
T027N R112W SEC-0009 THAT PORTION OF THE BED OF THE GREEN RIVER THAT IS
RIPARIAN TO LOTS 1, 2, & 3
T027N R112W SEC-0009 THAT PORTION OF THE BED OF THE GREEN RIVER THAT IS
RIPARIAN TO LOTS 3 & 4
57810-00 USA W-025765 06/01/1954 BK305 PG 89 WY LINCOLN
T0276 R112W SEC-0002 LOTS 7, 8, 9, 10, & 11
57821-00 JOSEPH W KRALL 03/23/1989 BK 82 PG 551 WY SUBLETTE
T027N R113W SEC-0032 SESE
T027N R113W SEC-0033 S/SW
57821-02 SUSAN K DONALDSON ET VIR 03/23/1989 BK 82 PG 643 WY SUBLETTE
T027N R113W SEC-0032 SESE
T027N R113W SEC-0033 S/2SW
57821-03 SALLY ORR, ET VIR 03/23/1989 BK 82 PG 641 WY SUBLETTE
T027N R113W SEC-0032 SESE
T027N R113W SEC-0033 S/2SW
57821-04 JUDY BETKA, ET VIR 03/23/1989 BK 82 PG 645 WY SUBLETTE
T027N R113W SEC-0032 SESE
T027N R113W SEC-0033 S/2SW
57821-05 NANCY JO T KNADLER, ET VIR 03/22/1989 BK 82 PG 549 WY SUBLETTE
T027N R113W SEC-0032 SESE
T027N R113W SEC-0033 S/2SW
57821-06 TED E MILLER 03/29/1989 BK 82 PG 635 WY SUBLETTE
T027N R113W SEC-0032 SESE
T027N R113W SEC-0033 S/2SW
57821-07 FRANK T MILLER 03/29/1989 BK 82 PG 637 WY SUBLETTE
T027N R113W SEC-0032 SESE
T027N R113W SEC-0033 S/2SW
57821-08 MARILYN JAMES, ET VIR 03/31/1989 BK 82 PG 639 WY SUBLETTE
T027N R113W SEC-0032 SESE
<PAGE>
PAGE 20
T027N R113W SEC-0033 S/2SW
57964-00 USA WYW-034923 10/01/1950 BK314 PG 254 WY LINCOLN
T0267N R113W SEC-0008 SWSE
75007-00 USA WY-088276 07/01/1961 BK 50 PG 61 WY LINCOLN
T026N R113W SEC-0011 SWNW
75012-00 USA EV-021976 04/01/1949 BK 18 PG 130 WY LINCOLN
T026N R113W SEC-0005 LOT 3, INSOFAR AS THE ABOVE LANDS COVER THE RIGHTS
FROM THE SFC TO THE STRAT EQUIVALENT OF THE BASE OF
HILLARD (BAXTER SHALE) AS DEFINED @ 6260 FEET IN THE
MOBIL T-51X-5 WELL, LOCATED IN LOT 2 OF SEC 5
TOWNSHIP 26 NORTH, RANGE 113 WEST, "Excepting AND
RESERVING UNTO MOBIL" THE STRAT EQUIVALENT OF
INTERVAL BETWEEN 4758' AND THE FAULT, @5425' LOCATED
IN THE MOBIL T84-6-G WELL, LOCATED IN LOT 10 OF
SECTION 6, TOWNSHIP 26 NORTH, RANGE 113 WEST.
LOT 6, INSOFAR AS THE ABOVE LANDS COVER THE RIGHTS
FROM THE SFC TO THE STRAT EQUIVALENT OF THE BASE OF
HILLARD (BAXTER SHALE) AS DEFINED @ 6260 FEET IN THE
MOBIL T-51X-5 WELL, LOCATED IN LOT 2 OF SEC 5
TOWNSHIP 26 NORTH, RANGE 113 WEST, "Excepting AND
RESERVING UNTO MOBIL" THE STRAT EQUIVALENT OF
INTERVAL BETWEEN 4758' AND THE FAULT, @5425' LOCATED
IN THE MOBIL T84-6-G WELL, LOCATED IN LOT 10 OF
SECTION 6, TOWNSHIP 26 NORTH, RANGE 113 WEST.
75013-00 USA EV-025792 09/01/1946 BK314 PG 218 WY LINCOLN
T026N R113W SEC-0005 LOT 1, INSOFAR AS THE ABOVE LANDS COVER THE RIGHTS
FROM THE SFC TO THE STRAT EQUIVALENT OF THE BASE OF
HILLARD (BAXTER SHALE) AS DEFINED @ 6260 FEET IN THE
MOBIL T-51X-5 WELL, LOCATED IN LOT 2 OF SEC 5
TOWNSHIP 26 NORTH, RANGE 113 WEST, "Excepting AND
RESERVING UNTO MOBIL" THE STRAT EQUIVALENT OF
INTERVAL BETWEEN 4758' AND THE FAULT, @5425' LOCATED
IN THE MOBIL T84-6-G WELL, LOCATED IN LOT 10 OF
SECTION 6, TOWNSHIP 26 NORTH, RANGE 113 WEST.
LOT 7, INSOFAR AS THE ABOVE LANDS COVER THE RIGHTS
FROM THE SFC TO THE STRAT EQUIVALENT OF THE BASE OF
HILLARD (BAXTER SHALE) AS DEFINED @ 6260 FEET IN THE
MOBIL T-51X-5 WELL, LOCATED IN LOT 2 OF SEC 5
TOWNSHIP 26 NORTH, RANGE 113 WEST, "Excepting AND
RESERVING UNTO MOBIL" THE STRAT EQUIVALENT OF
INTERVAL BETWEEN 4758' AND THE FAULT, @5425' LOCATED
IN THE MOBIL T84-6-G WELL, LOCATED IN LOT 10 OF
SECTION 6, TOWNSHIP 26 NORTH, RANGE 113 WEST.
LOT 8, INSOFAR AS THE ABOVE LANDS COVER THE RIGHTS
FROM THE SFC TO THE STRAT EQUIVALENT OF THE BASE OF
HILLARD (BAXTER SHALE) AS DEFINED @ 6260 FEET IN THE
MOBIL T-51X-5 WELL, LOCATED IN LOT 2 OF SEC 5
<PAGE>
PAGE 21
TOWNSHIP 26 NORTH, RANGE 113 WEST, "Excepting AND
RESERVING UNTO MOBIL" THE STRAT EQUIVALENT OF
INTERVAL BETWEEN 4758' AND THE FAULT, @5425' LOCATED
IN THE MOBIL T84-6-G WELL, LOCATED IN LOT 10 OF
SECTION 6, TOWNSHIP 26 NORTH, RANGE 113 WEST.
75021-00 USA W-104985 08/01/1987 BK263 PG 159 WY LINCOLN
T026N R111N SEC-0008 N2NW, SENW
75022-00 USA WYW-102101 11/01/1986 BK263 PG 163 WY LINCOLN
T026N R111N SEC-0008 N2NW, SWNW, SWSW
T026N R111N SEC-0022 SWNW, S2
T026N R111N SEC-0028 NENE
75047-00 USA WYW-11667 12/01/1988 BK314 PG 241 WY LINCOLN
T026N R114W SEC-0011 NE, S2
T025N R114W SEC-0012 LOTS 1-12, W/2
T025N R114W SEC-0013 LOTS 1-12, W/2
75052-00 CARL TAYLOR, ET UX 04/22/1959 BK 34 PG 187 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS:
BLOCK 1: LOTS 3 & 19 = .13774 AC
BLOCK 3: LOTS 1, 2, 3, 4, 8, 9, 10, 11 AND 12 =
.61983 AC
<PAGE>
PAGE 22
BLOCK 12: LOTS 1,2,3,4,5,6,7, AND 8 -.55096 ACRES
75054-00 C J PAYNE, ET UX 03/07/1959 BK 34 PG 183 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 2: LOTS 27,28,29
BLOCK 5: LOTS 15,16
BLOCK 7: LOT 15
CONTAINING .41322 ACRES
75055-00 JAMES A DEGRAW, ET UX 03/07/1959 BK 34 PG 181 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 7: LOTS 6,7,8,9,10
BLOCK 11: LOT 1
CONTAINING .41322 ACRES
75056-00 CECIL J STUDT, ET UX 03/07/1959 BK 34 PG 179 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK A: RIVER VIEW ADDITION LOT 3
BLOCK C: RIVER VIEW ADDITION LOTS 1,2,3,4,5,6,7,8
BLOCK 5: LOTS 1,2,3,4,5,6,7,8,17,18,19,20,21,22,23
CONTAINING 1.65309 ACRES
75057-00 CYRIL HOUSLEY, ET UX 03/07/1959 BK 34 PG 177 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS SECOND ADDITION, BLOCK 1: LOTS 3 AND 4
CONTAINING .289254 ACRES
75058-01 THERESA R DECKER 03/07/1959 BK 34 PG 175 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 6: LOTS 3 & 4
BLOCK 6: SOUTHERLY 8 FEET OF LOT 2
75059-00 WM R DEGRAW, ET UX 03/12/1959 BK 34 PG173 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 7: LOT 13 & 14
CONTAINING .13774 ACRES
75060-00 ROBERT A DEGRAW, ET UX 03/12/1959 BK 34 PG 171 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 10: LOTS 1,2,3
CONTAINING .20661 ACRES
75061-00 MARIE F IVERSON 03/12/1959 BK 34 PG 169 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 6: LOTS 23,24,25, AND 26
CONTAINING .27548 ACRES
75062-00 NEIL HACKLIN, ET UX 03/18/1959 BK 34 PG 167 WY LINCOLN
<PAGE>
PAGE 23
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS RIVER VIEW ADDITION
BLOCK B: LOTS 13,14,15, AND 16 = .27598 AC
75063-01 ELLIS E ALEXANDER, ET UX 03/18/1959 BK 34 PG 165 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 4: LOTS 1,2,3,4,5,6, AND 7
CONTAINING .48209 ACRES
75063-02 FRANK ZAGAR, ET UX 07/15/1959 BK 41 PG 104 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 4: LOTS 3,4,5,6, AND 7
75064-00 GERALD C HALE, ET UX 03/18/1959 BK 34 PG 163 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 6: LOTS 27, 28, 29, 30, 31 AND 32
CONTAINING .41322 ACRES
75065-00 JOHN E GAULT, ET UX 03/20/1959 BK 34 PG 161 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 8: LOTS 8,9, AND 10
CONTAINING .20661 ACRES
75066-00 JOHN EDLUND, ET UX 03/20/1959 BK 34 PG 159 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 4: LOTS 8-10 .20661 ACS.
BLOCK 10: LOTS 11-14 AND 16 .34435 ACS.
75067-00 WALTER J CRANOR, ET UX 03/20/1959 BK 34 PG 157 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
BLOCK 5: LOTS 9-11 .20661 ACS.
BLOCK 8: LOTS 11-15 .34435 ACS
75068-00 HOLGER JOHNSON, ET UX 03/20/1959 BK 34 PG 155 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
BLOCK 2: LOTS 13-16 .27548 ACRES
75069-00 JESSE R GAULT, ET UX 03/21/1959 BK 34 PG 153 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
BLOCK 11: LOTS 5,6,7, AND 8
CONTAINING .27548 ACRES
75070-00 PETE SUNDGREN, ET UX 03/23/1959 BK 34 PG 151 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
BLOCK 2: LOTS 6,7 & 8; .20661 AC.
75071-00 NORMAN KIEFFER, ET UX 03/23/1959 BK 34 PG 149 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
<PAGE>
PAGE 24
BLOCK 7: LOT 4 & 5; .13774 AC.
75072-00 ARVEL A DAVID, ET UX 03/23/1959 BK 34 PG 147 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
BLOCK 6: LOTS 20-22 .20661 ACRES
75073-00 ERIC WALLIN 03/23/1959 BK 34 PG 145 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
BLOCK 4: LOTS 12-13 .13774 ACS.
75074-00 JOHN PEARSON 03/23/1959 BK 34 PG 143 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
RIVER VIEW ADDITION. BLOCK A LOT 6 .06887 ACS.
75075-00 DONALD L STUDT, ET UX 03/23/1959 BK 34 PG 141 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
RIVER VIEW ADDITION. BLOCK A LOTS 7-11 .34435 ACS.
75076-00 GEORGE VICKREY, ET UX 03/25/1959 BK 34 PG 139 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 2: LOTS 22-26 .34435 ACRES
BLOCK 6: LOTS 18-19 .13774 ACRES
BLOCK 7: LOTS 1-2 .13774 ACRES
75077-00 NELS OSTROM 03/26/1959 BK 34 PG 137 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 2: LOT 10 .06887 ACRES
75078-00 JOHN WESTERLUND 03/26/1959 BK 34 PG 135 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 2, LOT 9 .06887 ACS.
75079-00 SAM OHME 03/26/1959 BK 34 PG 133 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 4: LOT 14; .06887 AC.
75080-00 RALPH V WHITE, ET UX 03/26/1959 BK 34 PG 131 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
RIVER VIEW ADDITION BLOCK E: LOTS 9,10,12,13;
.309915 AC.
75081-00 CARL KULINSKY, ET UX 03/26/1959 BK 34 PG 127 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
RIVER VIEW ADDITION BLOCK A: LOTS 1&2; .13774 AC.
75082-00 C E TALCOTT, JR, ET UX 03/26/1959 BK 34 PG 129 WY LINCOLN
TO26N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
<PAGE>
PAGE 25
BLOCK 5: LOT 26; .06887 AC.
75083-00 OLIVER E GREGORY, ET UX 03/30/1959 BK 34 PG 125 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
BLOCK 1: LOTS 8,9,10,24,25; .34435 AC.
75084-00 J. THOMAS HALL, ET UX 03/30/1959 BK 34 PG 123 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 5: LOTS 27,28 & 29; .20661 AC.
75085-00 PETE M GOLICH, ET UX 03/30/1959 BK 34 PG 121 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 1, LOTS 1 AND 2 .13774 ACS.
75086-00 VINCENT A GUYETTE 03/30/1959 BK 34 PG 105 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
RIVER VIEW ADDITION. BLOCK B LOTS 11 & 12 .13774
ACS.
75087-00 AARON NEALE JONES, ET UX 03/26/1959 BK 34 PG 119 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS RIVER VIEW ADDITION. BLOCK D LOTS 1,2,3,4
.27548 ACS
75088-00 ALVIN VALLETT, ET UX 04/02/1959 BK 34 PG 117 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 11: LOTS 2,3,4; .20661 AC.
75089-01 LESLIE C VASEY, ET UX 04/06/1959 BK 34 PG 115 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 7: LOT 3; .06887 AC
SECOND ADDITION, BLOCK 3: LOTS 1 & 2; 1.61 AC.
75090-00 SCHOOL DISTRICT NO. 1 04/13/1959 BK 34 PG 113 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 8: LOTS 1,2,3,4,5,6,7; .48209 AC.
75091-00 VIRGIL V BAILEY, ET UX 03/07/1959 BK 34 PG 97 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
BLOCK 5: LOT 14; .06887 AC.
BLOCK 6: LOTS 5,6,7,8,9 AND 10; .41322 AC.
BLOCK 7: LOT 16; .06887 AC.
75092-00 DON WAGNER, ET UX 04/20/1959 BK 34 PG 111 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 2: LOTS 30, 31 & 32; .20661 AC.
75093-00 JIMMY DE GRAW, ET UX 04/06/1959 BK 33 PG 419 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
<PAGE>
PAGE 26
RIVER VIEW ADDITION BLOCK D: LOTS 5 & 6; .13774 AC.
75094-00 VELMA WILSON, ET AL 04/20/1959 BK 34 PG 109 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
BLOCK 4: LOT 11; .06887 AC.
75095-00 HERMAN PIZ, ET AL 04/22/1959 BK 34 PG 107 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 3; LOTS 13 & 14; .41322 AC.
75096-00 GORDON GUYETTE, ET UX 06/02/1959 BK 34 PG 103 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
RIVER VIEW ADDITION BLOCK D: LOT 7; .06887 AC.
75097-00 ALEX J BERTAGNOLLI 05/09/1959 BK 34 PG 99 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
BLOCK 2: LOTS 1,2,3,17,18,19,20 & 21; .55096 AC.
75098-00 PAUL I BERTAGNOLLI, ET UX 06/04/1959 BK 34 PG 101 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 2: LOT 4 & 5; .13774 AC.
75099-01 C.J. YATES 10/31/1959 BK 41 PG 98 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 1: LOT 26
75100-00 LEO MANSKE, ET UX 10/12/1959 BK 41 PG 100 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
RIVER VIEW ADDITION BLOCK A: LOTS 12,13,14 & 16
75110-00 USA WYW-124999 10/01/1991 BK303 PG 145 WY LINCOLN
T025N R112W SEC-0022 ALL
75148-00 USA WYW-125960 01/01/1992 BK314 PG 43 WY LINCOLN
TO25N R112W SEC-0024 LOT 1
75158-00 USA WY-42788 01/01/1974 BK314 PG 223 WY LINCOLN
TO25N R112W SEC-0024 W2NE, W2SE, LOTS 2,3,4
T025N R112W SEC-0025 N2NW, SENW, SW, SWNW, W2NE, W2SE, LOTS 1,2,3,4
75174-00 USA EV-07675(C) 11/01/1965 BK 88 PG 535 WY SUBLETTE
T027N R113W SEC-0034 E2E2
BK311 PG 679 WY LINCOLN
T026N R113W SEC-0003 LOT 1
<PAGE>
PAGE 27
75175-00 USA EV-07798(C) 09/01/1964 BK311 PG 221 WY LINCOLN
T026N R113W SEC-0003 SWSE
T026N R113W SEC-0010 W2SW
75176-00 USA EV-07798(D) 09/01/1964 BK311 PG 226 WY LINCOLN
TO26N R113W SEC-0003 E2SE, LOTS 8 AND 9
T026N R113W SEC-0010 E2SW, N2NE
75177-00 USA EV-08051(A) 02/01/1948 BK 88 PG 511 WY SUBLETTE
T027N R113W SEC-0027 NENW, W2SWNE
75178-00 USA EV-024168 11/01/1947 BK 36 PG 108 WY SUBLETTE
T027N R113W SEC-0027 NWSE
75179-00 USA WY-040934 06/01/1956 BK 36 PG 222 WY SUBLETTE
T027N R113W SEC-0027 NESE
75180-00 USA WY-041447 06/01/1956 BK 36 PG 227 WY SUBLETTE
TO27N R113W SEC-0027 SESE
75181-00 USA WY-088274 07/01/1961 BK 50 PG 67 WY LINCOLN
T026N R113W SEC-0002 SW
75182-00 USA WY-088275 07/01/1961 BK 50 PG 64 WY LINCOLN
T026N R113W SEC-0002 W2SE, LOTS 13, 14
<PAGE>
PAGE 28
50002-00 ENGER K CHRISMAN 06/18/1947 BK 5 PG 3 WY SUBLETTE
T029N R113W SEC-0010 SENE, NWSE
50004-00 USA W-10676 08/01/1949 BK PG WY SUBLETTE
T029N R113W SEC-0013 W/2 SW/4 S/2 NW/4, SW/4 NE/4, NE/4 SW/4
T029N R113W SEC-0023 W/2 W/2
50012-00 CLIFTON FEAR, ET AL 04/12/1955 BK 11 PG 449 WY SUBLETTE
T029N R113W SEC-0009 E2SW, SE
T029N R113W SEC-0010 SWNW, SWSE, SW
T029N R113W SEC-0015 N2N2
50023-00 USA W-05689 06/01/1951 BK PG WY SUBLETTE
T028N R114W SEC-0033 W/2SWSW, E/2SWSW, SESW
50025-00 USA W-17208 03/01/1969 BK PG WY SUBLETTE
T028N R114W SEC-0032 LOTS: NE PART OF 17, 18, 19, 20
ALL LOT 17 EXCEPT NE
50030-00 USA W-21124 06/01/1951 BK 34 PG 174 WY SUBLETTE
T030N R113W SEC-0004 LOTS 3, 4
T030N R113W SEC-0005 LOT 1, SENE, SW
LOTS 2,3,4, SWNE, S2NW
T030N R113W SEC-0006 SENE, NESE, LOTS 1,2, SWNE
50032-00 USA W-02736 12/01/1950 BK 33 PG 343 WY SUBLETTE
T031N R113W SEC-0028 SWNW, NWSW
T031N R113W SEC-0029 N2, SE, SW
T031N R113W SEC-0031 E2NE, NESE
LOTS 1-4, E2W2, W2NE, S2SE, NWSE
T031N R113W SEC-0032 W2, W2SE, E2E2, W2NE
T031N R113W SEC-0033 NWNW, S2NW, SW, SWNE, SE
50034-00 USA W-05958 07/01/1951 BK PG WY LINCOLN
T025N R113W SEC-0031 S2 LOT 3, LOT 4, W2 LOT 5, SWNESW
N2 LOT 3, E2 LOT 5, N2NESW, SENESW
50035-00 EDGAR F HERSCHLER ET UX 09/19/1953 BK 5 PG 398 WY LINCOLN
T024N R114W SEC-0000 RESURVEY TRACT 50 BEING THE WEST 3/4 AND
RESURVEY TRACT 55 BEING ALL
<PAGE>
PAGE 29
RESURVEY TRACT 49 BEING THE WEST 40 ACRES
50036-00 ARNOLD A LARSON ET UX 09/18/1953 BK 5 PG 361 WY LINCOLN
T024N R114W SEC-0000 TRACT 46-B (ORIGINALLY SESW SEC. 2)
TRACT 45 BEING THE CENTER 1/3 (ORIGINALLY THE NWNW
SEC. 11)
TRACT 50 BEING THE MOST EASTERLY 1/4, ORIGINALLY
SWNE SEC. 3 (42.79 AC)
PORTION OF TRACT 48, ORIGINALLY SENE SEC. 3
(41.83 AC)
TRACT 45 BEING THE MOST WESTERLY 1/3, ORIGINALLY
NENE SEC. 10
TRACT 49 BEING THE MOST EASTERLY 80 ACRES,
ORIGINALLY W2SE SEC. 3
T024N R114W SEC-0002 LOTS 16 (39.10), 17 (5.71), 18 (6.48)
T024N R114W SEC-0003 LOTS 12 (22.51), 13 (20.35)
LOTS 14 (17.84), 18 (17.84)
50037-00 ST WY 08945 09/16/1949 BK 5 PG 382 WY LINCOLN
T025N R114W SEC-0036 SESE LOT 40, E2SWSE LOT 40
ALL LESS AND EXCEPT SESE LOT 40, E2SWSE LOT 40
50038-00 USA W-01902 03/01/1950 BK 10 PG 134 WY LINCOLN
T024N R114W SEC-0003 W2 LOT 10 AND LOT 11, E2 LOT 10
50039-00 USA EV-024522-A 11/01/1948 BK 32 PG 228 WY LINCOLN
T023N R112W SEC-0021 SESE
50040-00 USA EV-024521-A 11/01/1948 BK PG WY LINCOLN
T023N R112W SEC-0022 SESE
50041-00 USA EV-024522 11/01/1948 BK 32 PG 228 WY LINCOLN
T023N R112W SEC-0015 SENW, S2NE, SE, E2SW, N2N2, SWNW, E2SW
T023N R112W SEC-0021 NE, N2SE, SWSE
T023N R112W SEC-0028 NE
50042-00 USA EV-24521-B 11/01/1948 BK PG WY LINCOLN
T023N R112W SEC-0022 N2, N2S2, S2SW, SWSE
T023N R112W SEC-0023 NWNW, NE, NENW, S2NW, S2
T023N R112W SEC-0027 NW, N2NE
50059-00 CHAMPLIN PETROLEUM CO. 10/03/1973 BK108 PG 437 WY LINCOLN
<PAGE>
PAGE 30
T022N R112W SEC-0021 E2SW, SE, SENW, S2NE
50065-00 USA W-0127851 10/01/1961 BK PG WY SUBLETTE
T030N R113W SEC-0013 SWNE, SE
50066-00 USA W-02274 08/01/1950 BK PG WY SUBLETTE
T030N R113W SEC-0013 NENW, S2NW
T030N R113W SEC-0024 SE, NESW, E2NE, NWNE, E2NW
50067-00 USA W-02274-A 08/01/1950 BK PG WY SUBLETTE
T030N R113W SEC-0013 NWNW
50068-00 USA EV-024526-G 12/01/1948 BK PG WY SUBLETTE
T030N R112W SEC-0030 NENW
50069-00 USA W 16769 09/01/1949 BK PG WY SUBLETTE
T030N R112W SEC-0019 LOTS 1,2,3,4
50070-00 USA W-05504 04/01/1951 BK PG WY SUBLETTE
T030N R113W SEC-0014 E2NE, NESE
50071-00 USA EV-024538-A 12/01/1948 BK PG WY SUBLETTE
T030N R113W SEC-0013 SW4
50075-00 USA EV-024354 11/01/1948 BK PG WY SUBLETTE
T027N R112W SEC-0034 ALL
T029N R112W SEC-0033 E2NE, SE
50076-00 ANDERSON L MCGINNIS 06/01/1953 BK 86 PG 492 WY SUBLETTE
T028N R112W SEC-0019 LOT 2, SENW
50077-00 WILLIAM J MCGINNIS 03/12/1963 BK 36 PG 119 WY SUBLETTE
T028N R112W SEC-0017 S2N2, N2SW, NWSE, SWSW
T028N R112W SEC-0018 SE, SESW, LOT 4
T028N R112W SEC-0019 NWNE
50078-00 USA EV-024355 09/01/1949 BK PG WY SUBLETTE
T029N R112W SEC-0032 E2, E2W2
T029N R112W SEC-0033 W2, W2NE
50082-00 USA EV-024470 01/01/1950 BK PG WY SUBLETTE
<PAGE>
PAGE 31
T029N R112W SEC-0027 ALL
T029N R112W SEC-0028 SWSE, S2SESE, E2SESW, W2SESW, N2SESE, NW, NE, N2S2,
SWSW
T029N R112W SEC-0029 W2SW, NE, NW, SE, E2SW
50084-00 USA W-53496 01/01/1955 BK PG WY SUBLETTE
T028N R112W SEC-0029 W2E2, SW, E2NW, SWNW, NWNW
T028N R112W SEC-0030 SE, LOT 2 (33.12 ACS), LOT 3 (32.59 ACS), LOT 4
(32.24 ACS), NE, E2W2
T028N R112W SEC-0031 NE, LOT 1 (31.93 ACS), LOT 2 (31.68 ACS), LOT 3
(31.42 ACS), SE, E2W2
T028N R112W SEC-0032 W2NW
50085-00 USA W-53498 12/01/1955 BK PG WY SUBLETTE
T028N R112W SEC-0032 W2NE, NWSE, E2NW, E2NESW, SWSE, S2SW, W2NESW
50087-00 USA W 92216 07/01/1948 BK PG WY SUBLETTE
T028N R112W SEC-0005 LOTS 1-12 S2
T028N R112W SEC-0006 LOTS 1, 3-18, E2SW, SE
T028N R112W SEC-0007 LOTS 1-4, E2, E2W2
50089-00 USA W 92219 08/01/1950 BK PG WY SUBLETTE
T028N R112W SEC-0004 N2NWSW, W2 LOT 4(19.19), LOT 5(40.0), LOT 12(40.0)
E2 LOT 4, S2NWSW
50093-00 USA EV-022234 10/01/1948 BK PG WY SUBLETTE
T028N R113W SEC-0020 LOT 5
T028N R113W SEC-0029 NE/4; E/2 NW/4; NE/4 SW/4; N/2 SE/4; SE/4 SE/4
50097-00 USA EV-023584 06/01/1948 BK PG WY SUBLETTE
T028N R113W SEC-0023 LOT 4 (27.24), W2NW
50099-00 USA EV-024353 11/01/1946 BK PG WY SUBLETTE
T028N R113W SEC-0020 LOTS 6,7,8, E2SW, SWSE, TRACT 43-B
50103-00 USA W-0256492 07/01/1948 BK PG WY SUBLETTE
T028N R113W SEC-0021 LOT 7, TRACTS 43-A, 43-C
T028N R113W SEC-0028 LOTS 2,3,4,9,10, TRACTS 50-B, 50-D, LOT 11
50107-00 USA W-0637 04/01/1950 BK PG WY SUBLETTE
T028N R113W SEC-0015 SE, SWNE, W2
<PAGE>
PAGE 32
50111-00 USA EV-022239 11/01/1946 BK PG WY SUBLETTE
T028N R113W SEC-0008 E2, E2W2
50112-00 RUTH A CHAMBERLAIN, ET VIR 01/17/1950 BK 2 PG 295 WY SUBLETTE
T028N R113W SEC-0020 E2NE
T028N R113W SEC-0021 W2NW
50118-00 WILLIAM J MCGINNIS, ET AL 07/30/1947 BK 2 PG 158 WY SUBLETTE
T028N R113W SEC-0021 TRACT 42
50124-00 USA EV-022241 08/01/1946 BK PG WY SUBLETTE
T028N R113W SEC-0022 W2SW, SESW, N2, LOT 1, NESW, NWSE
T028N R113W SEC-0027 S2SW
50125-00 MARY H MCGINNIS 07/01/1946 BK 2 PG 101 WY SUBLETTE
T028N R113W SEC-0027 RESURVEY TRACT 48
50128-00 USA W-48908 07/01/1948 BK PG WY SUBLETTE
T028N R113W SEC-0017 LOTS 1,3,4,5,6, SWNE, NWSE
T028N R113W SEC-0021 LOTS 1,2,3,4,5,6,8, S2NE, N2SE, SESE, TR 43-D
T028N R113W SEC-0028 LOTS 1,5,6,7,8, TRS 50-A & 50-C, S2SE
T028N R113W SEC-0031 LOTS 7,8
T028N R113W SEC-0032 TR 53
50130-00 USA EV-07538 01/01/1940 BK 89 PG 76 WY SUBLETTE
T028N R113W SEC-0033 NWNW
50132-00 USA W-031454 03/01/1955 BK PG WY LINCOLN
T026N R113W SEC-0009 E/2
50146-00 USA W-0256491 01/01/1940 BK PG WY SUBLETTE
T028N R113W SEC-0033 NENW
50191-00 USA EV-024966-A 08/01/1949 BK PG WY SUBLETTE
T030N R113W SEC-0023 NWNW
50196-00 USA W-0125390 06/01/1955 BK PG WY SUBLETTE
T029N R112W SEC-0030 LOTS 1, 2, 3, 4, E2W2, NWNE, S2NE, SE
T029N R112W SEC-0031 E2W2, E2, LOTS 1, 2, 3, 4
<PAGE>
PAGE 33
50197-00 USA W-0125391 06/01/1952 BK PG WY SUBLETTE
T028N R113W SEC-0002 LOTS 5 (39.18 AC), 6 (38.97)
50199-00 USA W-0189 02/01/1950 BK 31 PG 206 WY SUBLETTE
T029N R113W SEC-0025 N2NE4
50200-00 USA W-014052 06/01/1952 BK PG WY SUBLETTE
T028N R113W SEC-0001 LOTS 7(40.43 ACS), 8(39.46)
50201-00 USA EV-026216 06/01/1950 BK PG WY SUBLETTE
T029N R112W SEC-0032 W2SW
50202-00 USA W-10680 06/01/1952 BK PG WY SUBLETTE
T028N R113W SEC-0002 LOT 7
50205-00 ST WY 0-10799 03/02/1951 BK PG WY SUBLETTE
T029N R113W SEC-0001 NENE
T030N R113W SEC-0036 ALL
50206-00 USA W 21125 05/01/1951 BK 84 PG 621 WY SUBLETTE
T030N R113W SEC-0009 W2
T030N R113W SEC-0015 SWSW
T030N R113W SEC-0021 N2
50207-00 USA W21123 04/01/1951 BK PG WY SUBLETTE
T030N R113W SEC-0022 W2NW
50208-00 USA W-04628 02/01/1956 BK PG WY SUBLETTE
T030N R113W SEC-0008 E2SE, NE, NW, W2SE
T030N R113W SEC-0017 E2NE, NESE, S2SE, W2NE, NWSE
50210-00 ST WY 0-13662 04/07/1952 BK PG WY SUBLETTE
T030N R113W SEC-0016 E2SW, SE
50211-00 ST WY 0-11311 07/02/1951 BK PG WY SUBLETTE
T030N R113W SEC-0016 S2NE
50212-00 ST WY 0-13663 04/07/1952 BK PG WY SUBLETTE
T030N R113W SEC-0016 NW, W2SW
50220-00 USA W-04015-B 02/01/1951 BK PG WY SUBLETTE
T030N R112W SEC-0029 E2NENW, W2NENW
<PAGE>
PAGE 34
50223-00 USA EV-024526 12/01/1948 BK PG WY SUBLETTE
T030N R112W SEC-0030 NENWNE, NWNWNE, S2NWNE
50224-00 USA EV-026171 08/01/1950 BK PG WY SUBLETTE
T030N R112W SEC-0018 SESW, LOTS 1,2,3,4, NWNE, S2NE, E2NW, NESW, SE
T030N R112W SEC-0032 N2SW
50226-00 USA W-04101 03/01/1951 BK PG WY SUBLETTE
T030N R112W SEC-0029 NESW, SESW
50227-00 USA W-04101-B 03/01/1951 BK PG WY SUBLETTE
T030N R112W SEC-0029 E2SENW, W2SENW
50228-00 USA W-056555 09/01/1949 BK PG WY SUBLETTE
T030N R112W SEC-0008 NWNE, S2N2, LESS 6.37 AC INCL IN 67TH RESERVOIR
T030N R112W SEC-0009 SW, W2SE, SESE
T030N R112W SEC-0017 S2, S2N2
T030N R112W SEC-0020 W2W2, NENW
T030N R112W SEC-0033 S2N2
50229-00 USA W-27641 09/01/1949 BK PG WY SUBLETTE
T030N R112W SEC-0019 E2, SENW
50230-00 USA W-055073 12/01/1948 BK PG WY SUBLETTE
T030N R112W SEC-0027 W2
T030N R112W SEC-0029 W2W2
T030N R112W SEC-0032 N2
T030N R112W SEC-0033 N2N2
T030N R112W SEC-0034 W2NW
50232-00 USA W-36567 11/01/1955 BK 69 PG 1 WY SUBLETTE
T029N R112W SEC-0017 N2NE, SWNE, NWSE
50233-00 USA W-027642 12/01/1948 BK PG WY SUBLETTE
T030N R112W SEC-0030 NENE, SENE
50235-00 ST WY 0-20914 08/16/1956 BK 16 PG 88 WY SUBLETTE
T029N R112W SEC-0016 S2SW, NWSW, SWNW: LIMITED FROM SURFACE TO BASE OF
MESAVERDE FORMATION (4,500'), SE, SWNE
<PAGE>
PAGE 35
N2NE, SENE
50238-00 USA EV-024445-E 09/01/1949 BK PG WY SUBLETTE
T030N R112W SEC-0019 NE4NW4
50239-00 USA W-036663-A 11/01/1955 BK 69 PG 1 WY SUBLETTE
T029N R112W SEC-0017 SESE
50240-00 USA EV-024445 09/01/1949 BK PG WY SUBLETTE
T030N R112W SEC-0019 E2SW4
50241-00 USA W-036663 11/01/1955 BK 69 PG 1 WY SUBLETTE
T029N R112W SEC-0017 SENE, NESE
50250-00 USA W-43911 08/01/1956 BK PG WY SUBLETTE
T029N R112W SEC-0013 SE, S2SW
T029N R112W SEC-0024 W2NW, SW
T029N R112W SEC-0025 N2NW
50253-00 USA W-53499 02/01/1950 BK PG WY SUBLETTE
T029N R112W SEC-0022 SWNW, S2, S2NE
T029N R112W SEC-0023 NE, NWSE, E2SE, NW, N2SW
T029N R112W SEC-0026 NENE
50261-01 FIRST NAT'L BNK OF KEMMERER 12/29/72 BK 48 PG 628 WY SUBLETTE
T028N R112W SEC-0024 SESW, LOTS 9, 11
T028N R112W SEC-0025 SENW, N2NW, LOTS 2, 5
T028N R112W SEC-0026 LOTS 1,7, AND ALL THAT PART OF THE GREEN RIVER
RIPARIAN THERETO
50261-02 DANIEL E CHAPEL 03/07/1981 BK 61 PG 461 WY SUBLETTE
T028N R112W SEC-0024 SESW, LOTS 9,11
T028N R112W SEC-0025 SENW, N2NW, LOTS 2,5
T028N R112W SEC-0026 LOTS 1,7, AND ALL THAT PART OF THE GREEN RIVER
RIPARIAN THERETO
50265-00 USA W-48517 01/01/1975 BK 68 PG 367 WY SUBLETTE
T029N R112W SEC-0017 SENW, E2SW, SWSE
50330-00 ST WY #67-4099 04/02/1967 BK 42 PG 205 WY SUBLETTE
T027N R112W SEC-0016 E2 BEING W2NE, SESE, LOTS 1-5, 7, PORTION
LOT 6 IN SWSE (5.31 AC)-PORTION IN CONFINES
GREEN RIVER BED
<PAGE>
PAGE 36
50332-00 USA W-05690 07/01/1951 BK PG WY SUBLETTE
T027N R114W SEC-0015 SWNW
50333-00 USA W-020778 06/01/1953 BK PG WY SUBLETTE
T028N R114W SEC-0035 E2, NW4
50335-00 USA W-05691 06/01/1951 BK PG WY SUBLETTE
T027N R114W SEC-0005 LOTS 5,6
50336-00 USA EV-021954 10/01/1947 BK PG WY SUBLETTE
T027N R114W SEC-0022 NWNE
50337-00 USA W-51101 06/01/1951 BK PG WY SUBLETTE
T027N R114W SEC-0003 S2S2
T027N R114W SEC-0004 S2
T027N R114W SEC-0005 LOTS 13,14,15,16, E2 LOT 23,24, W2 LOT 23
T027N R114W SEC-0009 NE, E2NW, N2SE, SESE
T027N R114W SEC-0010 SWSW
50345-00 USA W-64986 09/13/1978 BK 74 PG 522 WY SUBLETTE
T027N R112W SEC-0011 S2
T027N R112W SEC-0014 N/2
50356-00 USA W-0231770 02/01/1950 BK 31 PG 206 WY SUBLETTE
T029N R113W SEC-0025 NW4NW4
50357-00 USA W-0231771 10/01/1950 BK 31 PG 213 WY SUBLETTE
T029N R113W SEC-0025 W2SW4
50358-00 USA W-0231772 06/01/1952 BK 69 PG 549 WY SUBLETTE
T028N R113W SEC-0002 SWNW, NWSW
T028N R113W SEC-0003 NWSE, S2NE, NESE, LOTS 5 & 6
50359-00 USA W-024931-A 10/01/1948 BK PG WY SUBLETTE
T029N R113W SEC-0025 SENW, SWNW
50360-00 USA EV-025930 08/01/1949 BK PG WY SUBLETTE
T029N R113W SEC-0023 E2W2
50361-00 USA W-031992 02/01/1950 BK 31 PG 206 WY SUBLETTE
<PAGE>
PAGE 37
T029N R113W SEC-0026 N2NE4, NE4NW4
50363-00 USA W-014051 06/01/1952 BK PG WY SUBLETTE
T028N R113W SEC-0002 LOT 8
50364-00 USA W-02683 10/01/1950 BK 31 PG 213 WY SUBLETTE
T029N R113W SEC-0025 E2SW, SWSE
50366-00 USA EV-021767 09/01/1950 BK 89 PG 10 WY SUBLETTE
T029N R113W SEC-0035 SE4
50374-00 USA W-62801 07/01/1978 BK PG WY SUBLETTE
T031N R113W SEC-0007 LOTS 1 THRU 4, E2, E2W2
T031N R113W SEC-0018 LOTS 1 THRU 4, E2, E2W2
50380-00 USA W-60577 11/01/1977 BK 88 PG 764 WY SUBLETTE
T028N R111W SEC-0029 W2
T028N R111W SEC-0030 LOTS 1,2,3,4, E2, E2W2
T028N R111W SEC-0031 NE, E2SE
T028N R111W SEC-0032 W2
50422-00 USA W-11603 04/01/1968 BK PG WY SUBLETTE
T028N R114W SEC-0021 NE, SE
50424-00 ST WY 66-5165 03/02/1966 BK PG WY SUBLETTE
T028N R114W SEC-0016 NENE, NW, N2SW, SE, SENE, S2SW, W2NE
50425-00 USA W-2120 11/01/1966 BK PG WY SUBLETTE
T028N R114W SEC-0015 NW, SW
T028N R114W SEC-0022 SW
50427-00 USA W-055275 02/01/1959 BK PG WY SUBLETTE
T026N R112W SEC-0022 NW, N2SW, S2SW
50428-00 BETTE M THOMPSON 07/06/1976 BK 53 PG 154 WY SUBLETTE
T029N R113W SEC-0004 W2SW, SESW
T029N R113W SEC-0005 E2SE
T029N R113W SEC-0007 NESE, E2NE
<PAGE>
PAGE 38
T029N R113W SEC-0008 N2NE, W2NW, NWSW, NESW, SE
SENE, SENW, S2SW
T029N R113W SEC-0009 N2NW, S2NW, W2SW
T029N R113W SEC-0017 E2NW, NWNE
50439-00 USA W-73977 06/01/1951 BK 2 PG 506 WY SUBLETTE
T032N R114W SEC-0017 NWNW, E2, E2NW, NESW
T032N R114W SEC-0020 NE, N2SE
50507-00 USA W-67176 08/01/1979 BK223 PG 400 WY LINCOLN
T026N R111W SEC-0006 SENW, SWNE, W2SE, LOTS 3,4,5,6,7
T026N R111W SEC-0007 W2E2
57047-00 USA W-01763 09/01/1950 BK PG WY SUBLETTE
T029N R113W SEC-0002 SWNW
TO29N R113W SEC-0003 NESE
57132-00 MONTE NORRIS 03/12/1985 BK 74 PG 285 WY SUBLETTE
T031N R113W SEC-0019 E2SW, S2SE, LOTS 2, 4
T031N R113W SEC-0030 NENW, N2NE
T031N R114W SEC-0023 SENE
T031N R114W SEC-0024 NW, N2SE, SESE, S2NE
58005-00 USA WYW-116385 07/01/1978 BK PG WY SUBLETTE
T031N R113W SEC-0019 LOTS 1,3, N/2NE, E/2NW
T031N R113W SEC-0030 LOTS 1,2,3,4, E/2SW
58343-00 USA W-34033 05/01/1972 BK 57 PG 280 WY SUBLETTE
T027N R111W SEC-0029 NENE
58344-00 USA W-35398 07/01/1972 BK 63 PG 605 WY SUBLETTE
T027N R111W SEC-0008 SWSE
T027N R111W SEC-0017 NE
58345-00 USA W-35399 07/01/1972 BK 64 PG 633 WY SUBLETTE
T027N R111W SEC-0015 N2
58346-00 USA W-36422 10/01/1972 BK 57 PG 359 WY SUBLETTE
T027N R111W SEC-0022 N2
<PAGE>
PAGE 39
T027N R111W SEC-0023 ALL
T027N R111W SEC-0025 SE, W2
T027N R111W SEC-0026 ALL
58347-00 USA W-51347 08/01/1975 BK 61 PG 447 WY SUBLETTE
T027N R111W SEC-0005 NW,SW
T027N R111W SEC-0006 SE, S2NE
T027N R111W SEC-0007 NE
T027N R111W SEC-0008 NW, N2SW
58348-00 USA W-54136 04/01/1976 BK 64 PG 638 WY SUBLETTE
T027N R111W SEC-0014 ALL
T027N R111W SEC-0015 S2
58349-00 USA W-54137 04/01/1976 BK 64 PG 155 WY SUBLETTE
T027N R111W SEC-0017 SE
T027N R111W SEC-0020 NE
58350-00 USA W-58724 05/01/1977 BK 54 PG 470 WY SUBLETTE
T027N R111W SEC-0019 LOTS 1-4, E2W2, W2SE, SWNE
T027N R111W SEC-0030 LOTS 1-3, E2W2, E2
58351-00 USA W-59776 09/01/1977 BK 64 PG 278 WY SUBLETTE
T027N R111W SEC-0020 NESW
58352-00 USA W-62117 02/01/1978 BK 60 PG 198 WY SUBLETTE
T027N R111W SEC-0028 NW, N2SW, SESW
58353-00 USA W-62508 11/01/1978 BK 57 PG 187 WY SUBLETTE
T027N R111W SEC-0029 SE, SENE, W2, W2NE
58354-00 USA W-62875 04/01/1978 BK 68 PG 533 WY SUBLETTE
T027N R111W SEC-0030 LOT 4
58355-00 USA W-63490 06/01/1978 BK 66 PG 168 WY SUBLETTE
T027N R111W SEC-0032 NW, N2SW, LOT 2
58356-00 USA W-63821 07/01/1978 BK 57 PG 195 WY SUBLETTE
T027N R111W SEC-0032 LOTS 3 AND 4, N2SE, NE
<PAGE>
PAGE 40
58357-00 USA W-67808 06/01/1979 BK PG WY SUBLETTE
T027N R111W SEC-0006 N2NE
T027N R111W SEC-0007 SE
T027N R111W SEC-0018 E2NE, E2SE
T027N R111W SEC-0019 E2NE, E2SE
58358-00 USA W-68116 07/01/1979 BK708 PG1493 WY SWEETWATER
T026N R111W SEC-0004 SW, LOTS 1-4, S2N2, SE
T026N R111W SEC-0010 S2N2
58359-00 USA W-68117 07/01/1979 BK 59 PG 7 WY SUBLETTE
T027N R111W SEC-0008 S2SW
T027N R111W SEC-0017 W2
T027N R111W SEC-0020 NW, NWSW, SE, S2SW
58360-00 USA W-68454 09/01/1979 BK 71 PG 306 WY SUBLETTE
T027N R111W SEC-0028 SWSW
58960-00 USA WYW-034924 04/01/1951 BK PG WY SUBLETTE
T027N R114W SEC-0023 SWNE
58961-00 USA WYW-034927 05/01/1948 BK PG WY SUBLETTE
T027N R114W SEC-0001 W2SW
58962-00 USA WYW-034930 10/01/1950 BK 86 PG 232 WY SUBLETTE
T027N R114W SEC-0022 NENE
T027N R114W SEC-0023 NW, NWNE
58963-00 STATE OF WYOMING #0-20476 01/16/1956 BK150 PG 285 WY SUBLETTE
T028N R114W SEC-0036 N2, N2S2, S2SW
59023-00 USA EV-026053 10/01/1949 BK 86 PG 283 WY SUBLETTE
T029N R113W SEC-0035 NE
59041-00 STATE OF WYOMING #0-11193 05/16/1951 BK 3 PG 350 WY SUBLETTE
T029N R113W SEC-0036 ALL
75114-00 USA WY-0311662 10/01/1964 BK 38 PG 373 WY SUBLETTE
T028N R114W SEC-0005 LOTS 9, 10, 14, 15, 16, 17, 18, 19
T028N R114W SEC-0008 LOTS 2, 3, 4, 5, 6, 7, 8, 9, 10
<PAGE>
PAGE 41
11,12,13,14,15,16,17,18,19,20
T028N R114W SEC-0021 SESW, W2SW
75116-00 USA WY-51104 04/01/1966 BK PG WY SUBLETTE
T028N R114W SEC-0017 LOT 4
T208N R115W SEC-0012 NW
75117-00 USA WY-42791 01/01/1974 BK PG WY SUBLETTE
T028N R114W SEC-0005 LOTS, 7, 8, 12
T028N R114W SEC-0021 NESW, N2NW, SENW
75118-00 USA WY-51103 11/01/1965 BK PG WY SUBLETTE
T028N R114W SEC-0017 LOTS 1,2,3,5,6,7,8,9,10,11,
12,13,14,15,16,17,18,19,AND 20
75119-00 USA WY-320213 11/01/1965 BK PG WY SUBLETTE
T028N R114W SEC-0020 LOTS, 1,2,3,4,5,6,7,8,9 10
11,12,13,14,15,16,17,18,19,AND 20
75120-00 USA WY-52811 12/01/1975 BK PG WY SUBLETTE
T028N R114W SEC-0022 NW
75123-00 USA WY-38076 02/01/1973 BK PG WY SUBLETTE
T028N R114W SEC-0009 W2SE, E2SE, N2SW
T028N R114W SEC-0010 SW
75124-00 USA WY-9578 12/01/1967 BK PG WY SUBLETTE
T208N R114W SEC-0003 LOTS 7 THRU 10
LOTS 15 THRU 18
T028N R114W SEC-0004 LOTS 5 THRU 20
T028N R114W SEC-0005 NWSE, S2NE, LOTS 5, 6, 13, 20
T028N R114W SEC-0009 N2
T028N R114W SEC-0010 NW
<PAGE>
PAGE 42
50006-00 USA W-125389 09/01/1950 BK PG WY SUBLETTE
T029N R112W SEC-0019 LOTS 3(12.53) 4(12.13). E/2SW SWSE
LOT 2(12.63). NENE,S2NE, N2SE, SESE, SENW
50007-00 USA W-0231774 06/01/1952 BK PG WY SUBLETTE
T028N R113W SEC-0002 S2NE, N2SE, S2SE
50009-00 USA W-0231773 06/01/1952 BK PG WY SUBLETTE
T028N R113W SEC-0001 S2NW, N2SW, S2SW
50010-00 USA EV-022755 10/01/1946 BK PG WY SUBLETTE
T028N R113W SEC-0011 W2
50014-00 USA W-10674 12/31/1938 BK 88 PG 775 WY SUBLETTE
T029N R113W SEC-0014 SENE, E2SE
T029N R113W SEC-0015 S2N2, S2
50016-00 USA W-085597 (ROW) 01/01/1958 BK PG WY SUBLETTE
T027N R113W SEC-0018 SENW (ROW)
50017-00 USA EV-024756-A 06/01/1948 BK PG WY SUBLETTE
T028N R113W SEC-0024 LOT 2
50024-00 USA W-20039 03/01/1969 BK PG WY SUBLETTE
T028N R114W SEC-0033 SWNE
50026-00 USA W-054585 07/01/1951 BK PG WY SUBLETTE
T027N R113W SEC-0012 NENW, SWSW
50043-00 USA W-71775 11/01/1948 BK PG WY LINCOLN
T023N R112W SEC-0027 NESW, SE, SESW, S2NE, W2SW
50044-00 USA W-71776 11/01/1948 BK 32 PG 228 WY LINCOLN
T023N R112W SEC-0028 NESW, NW, SE, SESW
50045-00 USA W-92975 11/011948 BK 32 PG 228 WY LINCOLN
T023N R112W SEC-0021 W2
T023N R112W SEC-0028 W2SW
50055-00 USA EV-025548 01/01/1948 BK PG WY SUBLETTE
T027N R112W SEC-0026 ALL
T027N R112W SEC-0027 E2
<PAGE>
Page 43
50056-00 USA W-05923 06/01/1951 BK PG WY SUBLETTE
T022N R112W SEC-0009 S2
50057-00 USA W-45370 06/01/1951 BK PG WY LINCOLN
T022N R112W SEC-0020 E2SW, SE, SENW, S2NE
T022N R112W SEC-0021 NWSW, SWNW
50058-00 USA W-45371 06/01/1951 BK PG WY LINCOLN
T022N R112W SEC-0028 NWNW
50060-00 USA W-0319563 10/01/1965 BK PG WY LINCOLN
T022N R112W SEC-0034 NW
50061-00 USA W-05924 06/01/1951 BK PG WY LINCOLN
T022N R112W SEC-0015 N2S2, SWSW
T022N R112W SEC-0022 N2, S2,
T022N R112W SEC-0026 NE
50062-00 USA W-05925 06/01/1951 BK PG WY LINCOLN
T022N R112W SEC-0026 N2SE, SWSE, W2
T022N R112W SEC-0028 E2, E2W2, SWNW, W2SW
50063-00 USA W-71772 06/01/1951 BK PG WY LINCOLN
T022N R112W SEC-0010 SE, E2SW, NWSW, SWSW
T022N R112W SEC-0020 W2W2, NENW, N2NE
T022N R112W SEC-0021 N2N2
50064-00 USA W-71773 06/01/1951 BK PG WY LINCOLN
T022N R112W SEC-0029 NWNW
50072-00 USA EV-024528 01/01/1955 BK PG WY SUBLETTE
T028N R112W SEC-0028 SENE, W2NE, W2, SE
T028N R112W SEC-0029 E2E2
50073-00 USA W-035077 12/01/1955 BK PG WY SUBLETTE
T028N R112W SEC-0032 E2E2
50074-00 USA EV-024469 12/01/1948 BK PG WY SUBLETTE
T028N R112W SEC-0017 N2NE, E2SE, SWSE
T028N R112W SEC-0020 E2NE, W2NE, SE
<PAGE>
Page 44
T028N R112W SEC-0021 ALL
50079-00 USA EV-024735 01/01/1949 BK PG WY SUBLETTE
T028N R112W SEC-0006 W2 LOT 2 E2 LOT 2
50080-00 USA EV-026175 08/01/1950 BK PG WY SUBLETTE
T028N R112W SEC-0004 LOTS 1,2,3,6,7,8,9,10,11,SE,E2SW,SWSW
50081-00 USA EV-023340 07/01/1948 BK PG WY SUBLETTE
T028N R112W SEC-0008 NW, W2SW
50086-00 USA W-53497 08/01/1950 BK PG WY SUBLETTE
T028N R112W SEC-0008 E2, E2SW
T028N R112W SEC-0009 N2, S2
50092-00 USA EV-020363 07/01/1948 BK PG WY SUBLETTE
T028N R113W SEC-0032 LOTS 2,5
50095-00 USA EV-022281 07/01/1948 BK 32 PG 690 WY SUBLETTE
T028N R113W SEC-0027 LOTS 1,4,5,7,8
50096-00 USA EV-022285 10/01/1946 BK PG WY SUBLETTE
T028N R113W SEC-0009 ALL
50098-00 USA EV-023969 07/01/1948 BK 32 PG 37 WY SUBLETTE
T028N R113W SEC-0008 W2W2
T028N R113W SEC-0027 LOTS 2,3,
T028N R113W SEC-0029 W2NW
50100-00 USA EV-025535 08/01/1946 BK PG WY SUBLETTE
T028N R113W SEC-0010 W2
50104-00 USA EV-025992 03/01/1950 BK PG WY SUBLETTE
T029N R113W SEC-0027 SWNW
50105-00 USA WY 0516 05/01/1950 BK PG WY SUBLETTE
T029N R113W SEC-0033 E2
50106-00 USA W-0636 04/01/1950 BK PG WY SUBLETTE
T028N R113W SEC-0005 SW, SWNW
50108-00 USA CH-082277 06/01/1950 BK PG WY SUBLETTE
T029N R113W SEC-0028 S2NE4, SE4
50109-00 ST WY 0-7395 09/16/1948 BK PG WY SUBLETTE
T029N R113W SEC-0016 E2, NW, SW
<PAGE>
Page 45
50110-00 WILLIAM J. MCGINNIS ET AL 07/30/1947 BK 2 PG 162 WY SUBLETTE
T028N R113W SEC-0017 TRACT 38 (AKA NESW)
TRACT 40 (AKA SWSE)
50114-00 ST WY #0-04732 09/16/1944 BK 36 PG 155 WY SUBLETTE
T028N R113W SEC-0016 ALL (RESURVEY TRACT 37)
50115-00 USA W-04732 02/01/1951 BK PG WY SUBLETTE
T028N R113W SEC-0004 LOTS 7,8, S2NW, SW
50116-00 USA W-026038-A 02/01/1950 BK 31 PG 206 WY SUBLETTE
T029N R113W SEC-0021 E2
T029N R113W SEC-0027 NWNW
T029N R113W SEC-0028 N2NE
50117-00 USA W-0195876 02/01/1962 BK PG WY SUBLETTE
T029N R114W SEC-0025 E2NE
50119-00 USA W-04731 02/01/1951 BK PG WY SUBLETTE
T028N R113W SEC-0005 LOTS 5,6,7,8, S2NE, SE, SENW
50120-00 ANDERSON L. MCGINNIS ET UX 07/30/1947 BK 2 PG 156 WY SUBLETTE
T028N R113W SEC-0027 PT OF TRACT 49 (W2NW, SENW)
T028N R113W SEC-0028 PT OF TRACT 49 (NENE)
50121-00 MARY J. HADDENHAM 07/30/1947 BK PG WY SUBLETTE
T028N R113W SEC-0017 W2SW, SESW, (RESURVEYED AND DESCRIBED AS TRACT 39)
50122-00 MARY J. (B) HADDENHAM 07/30/1947 BK 2 PG 153 WY SUBLETTE
T028N R113W SEC-0017 W2SW, SESW (RESURVEYED AND DESCRIBED AS TRACT 39)
50123-00 USA EV-025771 01/01/1948 BK 32 PG 55 WY SUBLETTE
T028N R113W SEC-0022 LOT 2
T028N R113W SEC-0026 LOT 2, SWNW, W2SW
50126-00 USA W-48905 10/01/1948 BK PG WY SUBLETTE
T028N R113W SEC-0016 LOTS 1 THRU 7
T028N R113W SEC-0017 NWNE
T028N R113W SEC-0020 LOTS 2,3,4, S2NW
T028N R113W SEC-0029 SWSE, SESW
<PAGE>
Page 46
50127-00 USA W-48906 11/01/1946 BK PG WY SUBLETTE
T028N R113W SEC-0020 NWSW
50129-00 USA W-70864 10/17/1980 BK PG WY SUBLETTE
T028N R113W SEC-0028 SENE-50 FT R-O-W
50148-00 USA EV-09561-B 04/23/1935 BK PG WY SUBLETTE
T027N R113W SEC-0017 W2NW
50189-00 USA W-0136175 12/31/1938 BK PG WY SUBLETTE
T030N R113W SEC-0026 SW
T030N R113W SEC-0027 E2NE, W2NE
50190-00 USA W-0136177 04/01/1951 BK 47 PG 103 WY SUBLETTE
T030N R113W SEC-0022 SE
50192-00 USA W-27645 04/01/1951 BK 47 PG 103 wy SUBLETTE
T030N R113W SEC-0010 W2SE, SW, NWNW, E2SE, NE, NENW, S2NW
T030N R113W SEC-0014 S2SW, SWSE, N2SW, NWSE, SESE, W2NE, NW
T030N R113W SEC-0022 NE, E2NW
50193-00 USA W-27644 08/01/1950 BK PG WY SUBLETTE
T030N R1113W SEC-0011 NE, SE
T030N R1113W SEC-0024 W2NW, NWSW, S2SW
50194-00 USA EV-024966 08/01/1949 BK PG WY SUBLETTE
T030N R113W SEC-0023 E2NE, E2NW, E2SE, SW, SWNW, W2NE, W2SE
50203-00 USA W-0231769 06/01/1950 BK PG WY SUBLETTE
T029N R112W SEC-0032 W2NW4
50204-00 USA EVANSTON 024241 05/01/1948 BK 18 PG 92 WY SUBLETTE
T028N R113W SEC-0001 LOTS, 5,6, 9, 10, 11, SWNE, W2SE
T028N R113W SEC-0012 LOTS 1-4, W2E2, W2
T028N R113W SEC-0013 LOTS 1-3, W2E2, NW
50208-00 USA W-04628 02/01/1951 BK PG WY SUBLETTE
T030N R113W SEC-0008 E2SE, NE, NW, W2SE
T030N R113W SEC-0017 E2NE, NESE, NWSE, S2SE, W2NE
<PAGE>
Page 47
50209-00 USA W-27643 12/01/1948 BK PG WY SUBLETTE
T030N R112W SEC-0030 SENW, E2SW
50217-00 USA W-16770 12/10/1948 BJ PG WY SUBLETTE
T029N R112W SEC-0006 LOT 5, SENW, S2NE, NWSE
T030N R112W SEC-0030 SWNE, LOTS 1-4, SE
T030N R112W SEC-0031 LOTS 3, 4, E2SW, N2SE, SESW, SESE
LOTS 1, 2, E2NW, NE
50219-00 USA W-053447 02/01/1950 BK PG WY SUBLETTE
T029N R112W SEC-0023 S2SW, SWSE
50225-00 USA W-039908 08/01/1956 BK PG WY SUBLETTE
T029N R112 SEC-0024 E/2NW, E/2
T029N R112 SEC-0025 S/2, S/2N/2, N/2SE
T029N R112 SEC-0035 ALL
50226-00 USA W-04101 03/01/1951 BK PG WY SUBLETTE
T030N R112W SEC-0020 E2NE
T030N R112W SEC-0029 NESW, SESW
50259-00 YOSE CATTLE COMPANY 12/17/1981 BK 64 PG 76 WY SUBLETTE
T027N R112W SEC-0003 LOTS 2(34.31 ACS); 3(39.72 ACS); 4(39.71 ACS)
5(45.51 ACS); EXCEPTING FRACTIONAL PARTS OF LOTS 3,
4, & 5, MORE FULLY DESCRIBED IN LEASE
T028N R112W SEC-0026 S/2 SW
T028N R112W SEC-0034 W/2,W/2; NENW; E/2 SW; W/2 SE; SENE; NESE
LOT 1 (23.57 ACS)
T028N R112W SEC-0035 LOT 4(41.92 ACS); W/2 NW; NWSE
LOT8 (35.13 ACS)
50263-00 USA W-077883 07/01/1976 BK PG WY SUBLETTE
T028N R111W SEC-0019 LOTS 2,3,4,E2,E2NENW, SWNENW,E2SW
T028N R111W SEC-0020 E2
T028N R111W SEC-0029 SE, NE
T028N R111W SEC-0032 NE, SE
50266-00 USA W-87038 09/01/1984 BK PG WY SUBLETTE
T029N R112W SEC-0011 SWSW
<PAGE>
Page 48
50289-01 A L MAHAFFEY 12/26/1956 BK20PR PG 282 WY LINCOLN
T026N R112W SEC-0006 PART OF SEC 6 & 7
T026N R112W SEC-007 PART OF SEC 6 & 7
50289-02 BABE PROBASCO ET UX 12/27/1956 BK 21 PG 31 WY LINCOLN
T026N R112W SEC-0006 BEGIN 148' N SWSE S6 THEN E 610',THEN S 148'
THE E ON SEC LINE BTWN S6&7 FOR 433';THEN N
835';THEN W 1043.5';THEN S 687'TO POINT OF BEGINNING
50131-01 HOWARD A. MAHAFFEY 12/26/1956 BK 20 PG 278 WY LINCOLN
T026N R112W SEC-0006 SEE LEASE FOR METES AND BOUNDS DESCRIPTION
50314-00 GUY DECKER ET UX 03/17/1957 BK 32 PG 377 WY LINCOLN
T026N R112W SEC-0006 LOT 11 OF LOT 8,LOT 1 OF BLOCK 1 OF SECOND ADDITION
TO TOWN OF LABARGE
50137-00 LINCOLN COUNTY #1 05/08/1957 BK 22PR PG 166 WY LINCOLN
T000N R000W SEC-0000 LARGE TOWNLOTS;ORIG TOWNSITE;TULSA-BK9
LOTS 4-7;1ST ADD;TULSA-BK 12, LOTS 13-15
RIVERVIEW ADD-TULSA
- BK A,LT15,-BK B, L1-4,-BK C, L13, 20, 35
- BK E, L15, 16, 19,& 20
50326-00 LINCOLN COUNTY, WYOMING 05/08/1957 BK 22 PG 172 WY LINCOLN
T000N R000W SEC-0000 STREETS & ALLEYS IN LABARGE,WY ORIG PLATTED TULSA,
WY SHOWN ON LINCOLN M/B MAP #1&2 SEE LST FOR LST OF
STREETS & ALLEYS
50328-00 LINCOLN COUNTY, WYOMING 05/08/1957 BK 22 PG 176 WY LINCOLN
T026N R112W SEC-0006 SEE LEASE FOR METES AND BOUNDS DESCRIPTION
T026N R112W SEC-0007 SEE LEASE FOR METES AND BOUNDS DESCRIPTION
T026N R112W SEC-0018 SEE LEASE FOR METES AND BOUNDS DESCRIPTION
T026N R112W SEC-0019 SEE LEASE FOR METES AND BOUNDS DESCRIPTION
T026N R112W SEC-0020 SEE LEASE FORE METES AND BOUNDS DESCRIPTION
50334-00 USA W-8140 06/01/1951 BK PG WY SUBLETTE
T027N R114W SEC-0002 LOTS 1,2,3,4, S2N2, S2 (ALL)
T027N R114W SEC-0003 LOTS 1,2,3,4, S2N2, N2S2
T027N R114W SEC-0004 LOTS 1,2,3,4, S2N2
T028N R114W SEC-0034 S2NE, SENW, S2
T028N R114W SEC-0035 SW
<PAGE>
Page 49
50338-00 USA W-72405 06/01/1951 BK PG WY SUBLETTE
T027N R114W SEC-0009 W2NW
50339-00 USA W-92223 07/01/1951 BK 65 PG 466 WY SUBLETTE
T027N T114W SEC-0010 S2NE, NW, E2SW, NWSW, SW, N2NE
T027N R114W SEC-0011 W2SW, N2, SE, E2SW
T027N R114W SEC-0012 W2NW, NWNSW
T027N R114W SEC-0014 SWNE, NW, S2, N2NE, SENE
T027N R114W SEC-0015 NE, E2NW, NWNW
50340-00 USA W092222 10/01/1947 BK PG WY SUBLETTE
T027N R114W SEC-0015 NESW, SE
50341-00 USA W-96755 06/01/1953 BK PG WY SUBLETTE
T028N R114W SEC-0027 SE4
50342-00 USA W-96756 06/01/1951 BK PG WY SUBLETTE
T028N R114W SEC-0033 SE
T028N R114W SEC-0034 N2N2, SWNW
50382-00 USA W-42781 01/01/1974 BK PG WY SUBLETTE
T027N R111W SEC-0004 N2
T027N R111W SEC-0005 E2
T027N R111W SEC-0008 NE, N2SE. SESE
T027N R111W SEC-0009 E2, W2
50421-00 USA W-20038 03/01/1969 BK PG WY SUBLETTE
T027N R1114W SEC-0028 E/2NE4, NW/NE, NW/SE
50423-00 USA W-054586 06/01/1953 BK PG WY SUBLETTE
T028N R114W SEC-0015 NE, E2SE
T028N R114W SEC-0022 E2NE, SE
T028N R114W SEC-0027 W2NE, SENE
50426-00 USA W-2121 11/01/1966 BK PG WY SUBLETTE
T028N R114W SEC-0028 SWNE
50433-000 THEODORE JORDAN, ET AL 08/19/1954 BK 10 PG 170 WY SUBLETTE
T029N R113W SEC-0004 S2SE4
<PAGE>
Page 50
T029N R113W SEC-0009 NE
T029N R113W SEC-0010 N2NW, SENW
50437-00 USA W-19959 08/01/1969 BK 2 PG WY SUBLETTE
T032N R114W SEC-0008 S2NW, N2SW
LOTS 3, 4, S2SW
50438-00 USA W-06009 06/01/1951 BK 2 PG 506 WY SUBLETTE
T032N R114W SEC-0007 LOTS 1 (10.71) 2, (10.05) S2NE
50454-00 USA W-0320844 12/01/1965 BK PG WY SUBLETTE
T029N R114W SEC-0033 NWNW
50505-00 USA W-38503 03/01/1973 BK103 PG 402 WY LINCOLN
T026N R111W SEC-0005 LOTS 1 & 2, S2NE, SE
T026N R111W SEC-0008 E2
50506-00 USA W-57837 03/01/1973 BK552 PG 318 WY SWEETWATER
T026N R111W SEC-0009 ALL
56833-00 USA W-85884 10/01/1984 BK PG WY SUBLETTE
T031N R113W SEC-0030 SENW
56931-00 USA W-107069 01/01/1988 BK 80 PG 747 WY SUBLETTE
T031N R114W SEC-0013 N2, N2SW, SESW, SE
T031N R114W SEC-0014 NW
T031N R114W SEC-0023 NESW, S2SW
T031N R114W SEC-0024 SW
T031N R114W SEC-0025 W2E2, NW, SESE
57396-00 USA WYW-112556 08/01/1988 BK PG WY SUBLETTE
T029N R112W SEC-0009 SESW, SWSE
T029N R112W SEC-0010 S/2S/2
T029N R112W SEC-0015 ALL
57427-00 USA W-113137 10/01/1988 BK 81 PG 756 WY SUBLETTE
T032N R114W SEC-0025 E/2, SENW, SW
57543-00 USA W-113659 12/01/1988 BK 89PR PG 89 WY LINCOLN
T026N R113W SEC-0032 S/2NE, NW, N/2SW, SWSW, SE
<PAGE>
Page 51
T026N R113W SEC-0033 SWNW, S/2
57544-00 USA W-113654 12/01/1988 BK267PR PG 383 WY LINCOLN
T025N R113W SEC-0017 ALL
T025N R113W SEC-0020 ALL
T025N R113W SEC-0021 ALL
57545-00 USA W-113651 12/01/1988 BK267 PG 391 WY LINCOLN
T025N R113W SEC-0004 NENE
T025N R113W SEC-0005 E2, N2NW
T025N R113W SEC-0006 LOTS 1, 6, 10, E2
T025N R113W SEC-0007 LOTS 3, 4, 6, THRU 12, NENE, SE, S2NE
T025N R113W SEC-0008 NE, N2SE, SW, SWSE, S2NW
T025N R113W SEC-0009 NESW, S2SW, W2NW
57546-00 USA WYW-113644 12/01/1988 BK 82 PG 153 WY SUBLETTE
T028N R112W SEC-0032 NWSW
57547-00 USA WYW-113645 12/01/1988 BK 82 PG 165 WY SUBLETTE
T029N R112W SEC-0017 NENW, SWNW, W/2SW
T029N R112W SEC-0020 NENW
T029N R112W SEC-0026 W/2NE, SENE, W/2, SE
T029N R112W SEC-0030 NENE
57548-00 USA W-113661 12/01/1988 BK 82 PG 250 WY SUBLETTE
T029N R113W SEC-0001 LOT 2, SWNE
T029N R113W SEC-0006 LOTS 1 THRU 4
T029N R113W SEC-0007 LOT 3, 4, E/2SW, W/2SE, SESE
57641-00 USA WYW-114579 02/01/1989 BK 82 PG 446 WY SUBLETTE
T027N R112W SEC-002 THAT PORTION OF GREEN RIVER RIPARIAN TO LOT 5, BEING
MORE PARTICULARLY DESCRIBED ON LEASE
57824-00 USA WY-115956 06/01/1989 BK 83 PG 364 WY SUBLETTE
T028N R112W SEC-0010 S/2NE, SE
T028N R112W SEC-0011 SWNW, NWSW
<PAGE>
Page 52
57825-00 USA WYW-115961 06/01/1989 BK 83 PG 373 WY SUBLETTE
T030N R113W SEC-0007 E/2SE
T030N R113W SEC-0008 NWSW
T030N R113W SEC-0018 NENE
57826-00 USA WYW-115960 06/01/1989 BK 83 PG 379 WY SUBLETTE
T028N R113W SEC-0013 LOT 4
T028N R113W SEC-0024 LOT 1
57952-01 DUANE HARWARD ET UX TRUST 04/21/1989 BK275PR PG 142 WY LINCOLN
T026M R112W SEC-0019 S/2SE, SESW, LESS HIGHWAY TRACT,MORE FULLY DESCRIBED
IN BOOK 21 AT PAGE 143 OF THE REGISTER OF DEEDS,
LINCOLN COUNTY, WY.
57952-02 DIAMOND H RANCH, INC. 02/28/1989 BK275PR PG 488 WY LINCOLN
T026N R112W SEC-0019 S/2SE, SESW, LESS HIGHWAY TRACT, MORE FULLY
DESCRIBED IN BOOK 21 PAGE 143 AND LESS THE EUBANK
FOOTHILL ESTATES,MORE FULLY DESCRIBED AT PLAT #314
OF THE OFFICE OF THE REGISTER OF DEEDS, LINCOLN CO.,
WY.
57952-03 WILLIAM B SPENCER ET UX 04/21/1989 BK275PR PG 140 WY LINCOLN
T026N R112W SEC-0019 S/2SE, SESW, LESS A HIGHWAY TRACT,MORE FULLY
DESCRIBED IN BOOK 21 AT PAGE 143 OF OFFICE OF
REGISTER OF DEEDS, LINCOLN CO., WY.
57952-04 MARY H LAMBERT ET AL 04/21/1989 BK275PR PG 140 WY LINCOLN
T026N R112W SEC-0019 S/2SE, SESW, LESS A HIGHWAY TRACT,MORE FULLY
DESCRIBED IN BOOK 21 AT PAGE 143 OF OFFICE OF
REGISTER OF DEEDS, LINCOLN CO.,WY
57952-05 ISABEL H SPENCER TRUST 04/21/1989 BK275PR PG 148 WY LINCOLN
T026N R112W SEC-0019 S/2SE, SESW, LESS A HIGHWAY TRACT,MORE FULLY
DESCRIBED IN BOOK 21 AT PAGE 143 OF OFFICE OF
REGISTER OF DEEDS, LINCOLN CO., WY.
57952-06 WILLIAM B SPENCER TRUST 04/21/1989 BK275PR PG 146 WY LINCOLN
T026N R112W SEC-0019 S/2SE, SESW, LESS A HIGHWAY TRACT,MORE FULLY
DESCRIBED IN BOOK 21 AT PAGE 143 OF OFFICE OF
REGISTER OF DEEDS, LINCOLN, CO., WY
57952-07 JEAN S STEPHENS 04/21/1989 BK275PR PG 150 WY LINCOLN
T026N R112W SEC-0019 S/2SE, SESW, LESS A HIGHWAY TRACT,MORE FULLY
DESCRIBED IN BOOK 21 AT PAGE 143 OF OFFICE OF
REGISTER OF DEEDS, LINCOLN, CO., WY
57952-08 GLENISLA HUNTER ET AL 04/21/1989 BK275PR PG 152 WY LINCOLN
T026N R112W SEC-0019 S/2SE, SESW, LESS A HIGHWAY TRACT, MORE FULLY
<PAGE>
Page 53
DESCRIBED IN BOOK 21 AT PAGE 143 OF OFFICE OF
REGISTER OF DEEDS, LINCOLN CO., WY
57952-09 LOIS S BRADY 04/21/1989 BK275PR PG154 WY LINCOLN
T026N R112W SEC-0019 S/2SE, SESW, LESS A HIGHWAY TRACT,MORE FULLY
DESCRIBED IN BOOK 21 AT PAGE 143 OF OFFICE OF
REGISTER OF DEEDS, LINCOLN CO., WY
57952-10 EUBANK CATTLE COMPANY 05/30/1989 BK276PR PG 303 WY LINCOLN
T026N R112W SEC-0019 TRACT OF LAND IN SESW, S/2SE, KNOWN AS THE EUBANK
FOOTHILL ESTATE, RECORDED AT PLAT #314 IN OFFICE
OF REGISTER OF DEEDS, LINCOLN CO., WY
58055-05 MILLER ROBERT M JR ET UX 06/22/1989 BK 83 PG 679 WY SUBLETTE
T029N R112W SEC-0004 W/2SW
T029N R112W SEC-0005 E/2SE, SWSE
T029N R112W SEC-0008 E/2
T029N R112W SEC-0009 W/2W/2
58188-00 USA WYW-117869 11/01/1989 BK 85 PG 426 WY SUBLETTE
T027N R112W SEC-0002 BED OF GREEN RIVER RIPARIAN TO LOTS 6 - 8
***SEE LEASE FOR COMPLETE DESCRIPTION***
T027N R112W SEC-0003 BED OF GREEN RIVER RIPARIAN TO LOTS 1, 6, 7, 10, 11
***SEE LEASE FOR COMPLETE DESCRIPTION***
T027N R112W SEC-0034 BED OF GREEN RIVER RIPARIAN TO LOT 2
***SEE LEASE FOR COMPLETE DESCRIPTION***
58189-00 USA W-117878 11/01/1989 BK 84 PG 606 WY SUBLETTE
T031N R114W SEC-0009 S/2
T031 R114W SEC-0010 N/2
T031N R114W SEC-0014 N/2SW
58190-00 USA WYW-117867 11/01/1989 BK 85 PG 419 WY SUBLETTE
T028N R111W SEC-0003 SW
T018N R111W SEC-0002 ALL
T028N R111W SEC-0027 ALL
58193-00 STATE OF WY-8900650 10/02/1989 BK 84 PG 614 WY SUBLETTE
T031N R114W SEC-0016 W/2
58419-00 STATE OF WYOMING #89-00780 12/02/1989 BK 85 PG 389 WY SUBLETTE
<PAGE>
Page 54
T030N R112W SEC-0016 ALL
58420-00 STATE OF WYOMING #89-00781 12/02/1989 BK 85 PG 39 WY SUBLETTE
T030N R112W SEC-0028 S/2NE
58421-00 STATE OF WYOMING #89-00782 12/02/1989 BK 85 PG 393 WY SUBLETTE
T030N R112W SEC-0032 NESE, SWSE
58423-00 USA WY-95121 11/01/1985 BK 84 PG 623 WY SUBLETTE
T030N R112W SEC-0007 LOTS 2, 3, 4,, W/2NE, SENE, E/2SW, (LESS 6 ACRES)
T030N R112W SEC-0027 SWSE
T030N R112W SEC-0032 NWSE
58424-00 USA WYW-118696 01/01/1990 BK 85 PG 382 WY SUBLETTE
T031N R114W SEC-0005 LOT 4(41.15), SWNW, NWSW, S/2S/2
T031N R114W SEC-0008 NE, S/2
T031N R114W SEC-0017 ALL
T031N R114W SEC-0020 ALL
58521-00 GORDON W BRAY, ET UX 11/10/1989 BK 84 PG 653 WY SUBLETTE
T030N R112W SEC-0026 W/2SW, SWNW
T030N R112W SEC-0027 S/2NE, N/2SE, SESE
T030N R112W SEC-0034 N/2NE, E/2NW
58551-00 USA W-106177 11/01/1987 BK PG WY SUBLETTE
T030N R112W SEC-0015 NWNW
T030N R112W SEC-0017 N/2NW (LESS 1.37 ACRES, MORE OR LESS IN
T030N R112W SEC-0020 W/2E/2, SENW, NESW
58561-01 HELEN JENKINS O'NEIL 12/12/1989 BK 85 PG 91 WY SUBLETTE
T030N R112W SEC-0020 E/2SE
T030N R112W SEC-0021 NWNE, S/2NE, W/2, SE
T030N R112W SEC-0022 NWSW
T030N R112W SEC-0028 N/2N/2, S/2NW, S/2
58561-02 MIRIAM JENKINS BAILEY 12/11/1989 BK 85 PG 87 WY SUBLETTE
T030N R112W SEC-0020 E/2SE
<PAGE>
Page 55
T030N R112W SEC-0021 NWNE, S/2NE, W/2, SE
T030N R112W SEC-0022 NWSW
T030N R112W SEC-0028 N/2N/2, S/2NW,S/2
58561-03 JOHN PERRY BARLOW, ET UX 12/11/1989 BK 85 PG WY SUBLETTE
T030N R112W SEC-0020 E/2SE
T030N R112W SEC-0021 NWNE, S/2NE, W/2, SE
T030N R112W SEC-0022 NWSW
T030N R112W SEC-0028 N/2N/2, S/2NW, S/2
58562-00 BRUCE E JONES ET UX 11/13/1989 BK281PR PG 592 WY LINCOLN
T025N R113W SEC-0006 LOTS 3(17.85),4(17.00),5(40.00),7(40.00), 11(40.00)
59157-01 PAUL HOMER, ET UX 05/22/1990 BK 86 PG 559 WY SUBLETTE
T030N R112W SEC-0032 S/2, SW/4
59157-02 WILLIAM CHARLES CHRISTY 05/23/1990 BK 86 PG 571 WY SUBLETTE
T030N R112W SEC-0032 S/2, SW/4
59157-03 KIMBERLY S CHRISTY, ET UX 05/22/1990 BK 86 PG 567 WY SUBLETTE
T030N R112W SEC-0032 S/2, SW/4
59157-04 CATHLEEN E CHRISTY THOMAS 05/22/1990 BK 86 PG 563 WY SUBLETTE
T030 R112W SEC-0032 S/2, SW/4
59162-00 USA WYW-112560 07/01/1988 BK PG WY SUBLETTE
T030N R112W SEC-0013 N/2, NE/4 AND SE/4, NE/4
T030N R112W SEC-0025 ALL
T030N R112W SEC-0026 N/2 AND SE/4
T030N R112W SEC-0035 W/2
59195-00 USA WYW-121426 10/01/1990 BK 86 PG 718 WY SUBLETTE
T031N R114W SEC-0012 E2
75002-00 USA WY-107066 01/01/1988 BK PG WY SUBLETTE
T024N R114W SEC-0004 LOT 13
T024N R114W SEC-0008 NE, SW
T024N R114W SEC-0017 N2, SW
T024N R114W SEC-0020 N2, N2S2, S2SW
<PAGE>
Page 56
75004-00 USA WYW-122224 11/01/1990 BK PG WY LINCOLN
T025N R112W SEC-0027 NENE, LOTS 1,2,6
75025-01 ELIZABETH D BENNETT 06/01/1990 BK291PR PG 311 WY LINCOLN
T025N R112W SEC-0005 LOT 9(1.50), 13(43.03), NWSE AND THE RIPARIAN RIGHTS
TO LOTS 9 & 13
T025N R112W SEC-0008 NENW, LOT 1
75025-02 DORISE E HOUSLEY 10/24/1990 BK291PR PG 455 WY LINCOLN
T025N R112W SEC-0005 LOTS 9(21.50), NWSE AND THE RIPARIAN RIGHTS
TO LOTS 9 & 13
T025N R112W SEC-0008 NENW, LOT 1
75025-03 DENESE STACY 10/24/1990 BK291PR PG 398 WY LINCOLN
T025N R112W SEC-0005 LOTS 9(21.50),13(43.03), NWSE AND THE RIPARIAN
RIGHTS TO LOTS 9 & 13
T025N R112W SEC-0008 NENW, LOT 1
75025-04 ALVIN MARX, ET UX 10/24/1990 BK291PR PG 638 WY LINCOLN
T025N R112W SEC-0005 LOTS 9(21.50),13(43.03),NWSE AND THE RIPARIAN RIGHTS
TO LOTS 9 & 13
T025N R112W SEC-0008 NENW, LOT 1
75025-05 ERWIN MARX, ET UX 10/24/1990 BK291PR PG 453 WY LINCOLN
T025N R112W SEC-0005 LOTS 9(21.50),13(43.03),NWSE AND THE RIPARIAN RIGHTS
TO LOTS 9 & 13
T025N R112W SEC-0008 NENW, LOT 1
75025-06 DOROTHY J MCGINNIS ET VIR 10/24/1990 BK291PR PG 396 WY LINCOLN
T025N R112W SEC-0005 LOTS 9(21.50),13(43.03),NWSE AND THE RIPARIAN RIGHTS
TO LOTS 9 & 13
T025N R112W SEC-0008 NENW, LOT 1
75025-07 ELDON E MARX, ET UX 10/24/1990 BK291PR PG 394 WY LINCOLN
T025N R112W SEC-0005 LOTS 9(21.50),13(43.03),NWSE AND THE RIPARIAN RIGHTS
TO LOTS 9 & 13
T025N R112W SEC-0008 NENW, LOT 1
75026-00 RUBY D JETKOSKI, ET AL 06/13/1990 BK288PR PG 92 WY LINCOLN
T025N R112W SEC-0027 LOTS 4(21.68), 5(36.03), 9(25.66), 10(39.93)
AND ALL RIPARIAN RIGHTS TO SAID LOTS, S2SW, W2SE
T025N R112W SEC-0028 LOTS 8(37.79), 9(14.07)
<PAGE>
Page 57
75034-00 USA WYW-109319 (ROW) 12/28/1988 BK PG WY LINCOLN
T026N R111W SEC-0005 SESW, THE RIGHT-OF-WAY IS 50 FEET WIDE,1749 FEET
LONG. SWSE, THE RIGHT-OF-WAY IS 50 FEET WIDE,1749 FEET LONG
T026N R111W SEC-0008 NENW, THE RIGHT-OF-WAY IS 50 FEET WIDE,1749 FEET
LONG
75035-01 BRUCE E JONES, ET UX 06/09/1990 BK288PR PG 86 WY SUBLETTE
T025N R112W SEC-0000 A PARCEL OF LAND CONSISTING OF THOSE PORTIONS OF
NWNW OF SECTION 29, THE W/2W/2 OF SECTION 20, AND
THE SWSW OF SECTION 17,AFORESAID TOWNSHIP AND
RANGE,LYING EAST OF THE FOLLOWING DESCRIBED LINE
(SAID LINE BEING THE WESTERLY RIGHT OF WAY BOUNDARY
OF THE PROPOSED RELOCATED WYOMING STATE HIGHWAY
#189); BEGINNING AT A POINT ON THE SOUTH LINE OF
SAID NWNW OF SECTION 29, WHENCE THE NW CORNER OF
SAID SECTION 29 BEARS N 40 DEGREES 00' W, 1747;
THENCE ALONG A REGULAR CURVE TO THE RIGHT (THE
TANGENT TO THE CURVE AT SAID POINT BEING IN 39
DEGREE 55' WEST), HAVING A RADIUS OF 4407.37 FEET
FOR AN ARC DISTANCE OF 4791.6'; THENCE N 22 DEGREE
20' EAST, 1346.8 FEET; THENCE ALONG A REGULAR CURVE
TO THE LEFT WITH A RADIUS OF 3744.7' FOR AN ARC
DISTANCE OF 2019.2; THENCE N 81 DEGREE 26' EAST 15
FEET TO A POINT IN SAID SWSW OF SECTION 17' SAID
POINT BEING ON THE WESTERLY RIGHT OF WAY BOUNDARY OF
WYOMING STATE HIGHWAY #189 AS NOW CONSTRUCTED,
WHENCE THE SW CORNER OF SECTION 17 BEARS SOUTH 47
DEGREE 12' WEST 1661.7'
T025N R112W SEC-008 THOSE PORTIONS OF LOTS 3,6, AN 7 LYING EAST OF THE
EASTERLY RIGHT OF WAY BOUNDARY OF WYOMING STATE
HIGHWAY #189
T025N R112W SEC-0017 THAT PORTION OF THE SWNW AND NWSW LYING WEST OF THE
WESTERLY RIGHT OF WAY BOUNDARY OF WYOMING STATE
HIGHWAY #189 AND THAT PORTION OF THE SWSW LYING WEST
OF THE WESTERLY RIGHT OF WAY BOUNDARY OF WYOMING
STATE HIGHWAY #189; AND NORTH OF THE ACCESS DIRT
ROAD LOT 2(17.72), 3(29.79), 6(37.38) AND THOSE
PORTIONS OF THE SESW, W/2NW AND NWSW, LYING EAST OF
THE EASTERLY RIGHT OF WAY BOUNDARY OF WYOMING STATE
HIGHWAY #189
T025N R112W SEC-0018 SENE, NESE AND THAT PORTION OF THE SESE LYING NORTH
OF THE ACCESS ROAD
T025N R112W SEC-0020 LOTS 2(29.19), 5(9.29), 9(29.12), NWSE
T025N R112W SEC-0021 LOT 1
T025N R112W SEC-0027 LOT 3
T025N R112W SEC-0028 LOT 3-7
T025N R112W SEC-0029 LOTS 1,2 7
75035-2 CECIL R JONES, ET UX 06/09/1990 BK288PR PG 89 WY LINCOLN
T025N R112W SEC-0000 A PARCEL OF LAND CONSISTING OF THOSE PORTIONS OF
<PAGE>
Page 58
NWN OF SECTION 29, THE W/2W/2 OF SECTION 20, AND THE
SWSW OF SECTION 17,AFORESAID TOWNSHIP AND RANGE,
LYING EAST OF THE FOLLOWING DESCRIBED LINE (SAID
LINE BEING THE WESTERLY RIGHT OF WAY OF THE PROPOSED
RELOCATED WYOMING STATE HIGHWAY #189); BEGINNING AT
A POINT ON THE SOUTH LINE OF SAID NWNW OF SECTION
29, WHENCE THE NW CORNER OF SAID SECTION 29 BEARS N
40 DEGREES 00' W. 1747'; THENCE ALONG A REGULAR
CURVE TO THE RIGHT (THE TANGENT TO THE CURVE AT SAID
POINT BEING N 39 DEGREE 55' WEST), HAVING A RADIUS
OF 4407.37 FEET OF AN ARC DISTANCE OF 4791.6';
THENCE N 22 DEGREE 20' EAST, 1346.8 FEET; THENCE
ALONG A REGULAR CURVE TO THE LEFT WITH A RADIUS OF
3744.7' FOR AN ARC DISTANCE OF 2019.2; THENCE N 81
DEGREE 26' EAST 15 FEET TO A POINT IN SAID SWSW OF
SECTION 17, SAID POINT BEING ON THE WESTERLY RIGHT
OF WAY BOUNDARY OF WYOMING STATE HIGHWAY #189 AS NOW
CONSTRUCTED. WHENCE THE SW CORNER OF SECTION 17
BEARS SOUTH 47 DEGREE 12' WEST 1661.7
T025N R112W SEC-0008 THOSE PORTIONS OF LOTS 3, 6, AND 7 LYING EAST OF THE
EASTERLY RIGHT OF WAY BOUNDARY OF WYOMING STATE
HIGHWAY #189
T025N R112W SEC-0017 LOTS 2(17.72), 3(29.79), 637.38, AND THOSE PORTIONS
OF THE SESW, W/2NW AND NWSW, LYING EAST OF THE
EASTERLY RIGHT OF WAY BOUNDARY OF WYOMING STATE
HIGHWAY # 189 ***SEE SECTION 0000 FOR ACREAGE***
T025N R112W SEC-0019 SESE, NESE AND THAT PORTION OF THE NENE LYING AND
BEING SITUATE WESTERLY OF THE W RIGHT OF WAY LINE OF
STATE HIGHWAY #189 AND BOUNDED ON THE N BY THAT
CERTAIN LINE AS DEEDED IN BOOK 84 PHOTOSTATIC
RECORDS AT PAGE 209 IN LINCOLN CO., WY
T025N R112W SEC-0020 THAT PORTION OF THE W2W2 LYING AND BEING SITUATE
WESTERLY OF THE W RIGHT OF WAY LINE OF STATE HIGHWAY
#189, AND BOUNDED ON THE N BY THAT CERTAIN RIGHT OF
WAY CENTER LINE AS DEEDED IN BOOK 884 PHOTOSTATIC
RECORDS AT PG 209, LINCOLN CO., WY
LOTS 2(29.19), 5(9.29), 9(29.12), 10(23.65), NWSE
T025N R112W SEC-0021 LOT 1
T025N R112W SEC-0027 LOT 3
T025N R112W SEC-0028 LOT 3-7
T025N R112W SEC-0029 THAT PORTION OF THE NWNW LYING AND BEING SITUATE
WESTERLY OF THE W RIGHT OF WAY LINE OF STATE HIGHWAY
#189. LOTS 1, 2, 7
75044-00 USA WYW-82343 02/01/1983 BK PG WY SUBLETTE
T030N R113W SEC-0005 N2SE, SWSE
T030N R113W SEC-0007 NE
<PAGE>
Page 59
75045-00 ARDATH E HARMISON 11/08/1990 BK292 PG 594 WY LINCOLN
T025N R112W SEC-0008 LOTS 4, 5, AND 8
T025N R112W SEC-0017 LOT 1 AND NWNE
75046-00 USA WYW-113668 12/01/1988 BK PG WY LINCOLN
T025N R114W SEC-0001 LOTS 1-5, 8-11, 13-18, AND W/2
T025N R114W SEC-0002 N2, SE
T025N R114W SEC-0003 ALL
T025N R114W SEC-0034 TOWNSHIP 25 1/2M-RANGE 114W
LOTS 1, 2, 3, 4
T025N R114W SEC-0035 TOWNSHIP 25 1/2N-RANGE 114W
LOTS 3, 4
75111-00 USA WYW-125000 10/01/1991 BK 87 PG 720 WY SUBLETTE
T027N R112W SEC-0003 LOTS 1, 6, 7, 10, 11
T027N R112W SEC-0003 LOTS 1, 6, 7, 10, 11
75115-00 USA W-26615 12/01/1970 BK PG WY SUBLETTE
T028N R114W SEC-0005 SWSE E - RECORD TITLE
75121-00 USA WY-43217 02/01/1974 BK PG WY SUBLETTE
T028N R114W SEC-0008 LOT 1
75122-00 USA WY-6317 07/01/1967 BK PG WY SUBLETTE
T028N R114W SEC-0005 LOT 11
74127-00 USA WY-320214 11/01/1965 BK PG WY SUBLETTE
T029N R114W SEC-0034 N2, N2S2, LOTS 1-4
T029N R114W SEC-0035 N2, N2S2, LOTS 1-4
75171-00 STATE OF WYOMING 89-00105 02/02/1989 BK PG WY LINCOLN
T026N R113W SEC-0022 S2SW
75173-00 USA WYW-126688 05/01/1992 BK PG WY LINCOLN
T024N R114W SEC-0007 NE
T025N R114W SEC-0008 NW
T024N R114W SEC-0021 SW
<PAGE>
Page 60
50029-00 USA EV-26176-B 08/01/1950 BK PG WY SUBLETTE
T030N R113W SEC-0032 NENE
50031-00 USA W-21127 12/31/1938 BK PG WY SUBLETTE
T030N R113W SEC-0027 NW4, S2
T030N R113W SEC-0034 NE
50033-00 USA W-21128 04/01/1951 BK PG WY SUBLETTE
T030N R113W SEC-0022 SW
50188-00 USA W-05991 06/01/1951 BK PG WY SUBLETTE
T030N R113W SEC-0003 LOTS 1(40.50), 2(39.99), 3(39.95), 4(39.90)
T030N R113W SEC-0004 LOTS 1(39.89) 2(39.90)
50271-00 USA W-044101 10/01/1950 BK PG WY LINCOLN
T026N R113W SEC-0017 E2
T026N R113W SEC-0020 N2
T026N R113W SEC-0021 N2
57542-00 USA WYW-113640 12/01/1988 BK 82 PG 160 WY SUBLETTE
T027N R111W SEC-0012 N/2, E/2SW, SE
T027N R111W SEC-0013 N/2
T027N R111W SEC-0024 N/2, SW
57575-00 USA WYW-114336 03/01/1979 BK PG WY SUBLETTE
T031N R113W SEC-0030 SE, S2NE
57607-00 MICKELSON GORDON ET UX 11/01/1988 BK 82 PG 289 WY SUBLETTE
T031N R113W SEC-0019 S2NE
58006-00 USA WYW-116386 10/01/1984 BK PG WY SUBLETTE
T031N R113W SEC-0028 NESW
T031N R113W SEC-0033 SENE
58083-00 ALSADE, LTD. 09/09/1989 BK PG WY SUBLETTE
T031N R113W SEC-0029 EXISTING ACCESS ROAD LOCATED; SWSE,NWSW,SWNW
EITHER SIDE OF CENTERLINE, FOR THE PURPOSE OF
INGRESS AND EGRESS ONLY.
58187-00 USA W-117895 11/01/1989 BK 84 PG 597 WY SUBLETTE
<PAGE>
Page 61
T031N R113W SEC-0020 NESW, S/2SW, N/2SE, SWSE
T031N R113W SEC-0021 SWNW, NESW, W/2SE
T031N R113W SEC-0028 N/2NW
75048-00 USA W-107067 02/01/1988 BK PG WY SUBLETTE
T025N R114W SEC-0024 LOTS 1-12, W/2
75256-00 USA EV-023768 12/01/1947 BK 31 PG 429 WY SUBLETTE
T025N R113W SEC-0020 SWSW
75257-00 USA EV-022879 07/01/1947 BK 30 PG 545 WY SUBLETTE
T028N R113W SEC-0019 LOTS 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17
75258-00 USA EV-023328 10/01/1948 BK 33 PG 637 WY SUBLETTE
T028N R113W SEC-0030 N2NE
75259-00 USA EV-023553 06/01/1948 BK 33 PG 193 WY SUBLETTE
T028N R113W SEC-0030 S2NE
75260-00 USA WY-01495 02/01/1950 BK 34 PG 83 WY SUBLETTE
T028N R113W SEC-0018 LOTS 11, 12,13, 14, 15, 16, 17, 18, W2SE
75237-00 ST WY-86-00117 02/02/1986 BK236 PG 470 WY LINCOLN
T026N R112W SEC-0016 NW, NWNE, S2NE, S2
</TABLE>
<PAGE>
EXHIBIT C
<TABLE>
TO HYDROCARBON EXCHANGE AGREEMENT
OWNERS'S POINTS OF RECEIPT
<CAPTION>
TOMAHAWK BIG BLUE MATAGORDA SOUTH TEXAS TOTAL
Daily Vol. Monthly Vol. Daily Vol. Monthly Vol. Daily Vol. Monthly Vol. Daily Vol. Monthly Vol. Daily Vol. Monthly Vol.
(MMBtu's) (MMBtu's) (MMBtu's) (MMBtu's) (MMBtu's) (MMBtu's) (MMBtu's) (MMBtu's) (MMBtu's) (MMBtu's)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Oct-93 4,689 145,359 2,010 62,310 3,349 103,819 5,955 184,605 16,003 496,093
Nov-93 4,846 145,380 2,077 62,310 3,461 103,830 6,153 184,590 16,537 496,110
Dec-93 4,689 145,359 2,010 62,310 3,349 103,819 5,955 184,605 16,003 496,093
Jan-94 14,726 456,506 6,311 195,641 10,519 326,089 18,700 579,700 50,256 1,557,936
Feb-94 14,726 412,328 6,311 176,708 10,519 294,532 18,700 523,600 50,256 1,407,168
Mar-94 14,726 456,506 6,311 195,641 10,519 326,089 18,700 579,700 50,256 1,557,936
Apr-94 14,726 441,780 6,311 189,330 10,519 315,570 18,700 561,000 50,256 1,507,680
May-94 14,726 456,506 6,311 195,641 10,519 326,089 18,700 579,700 50,256 1,557,936
Jun-94 14,726 441,780 6,311 189,330 10,519 315,570 18,700 561,000 50,256 1,507,680
Jul-94 14,726 456,506 6,311 195,641 10,519 326,089 18,700 579,700 50,256 1,557,936
Aug-94 14,726 456,506 6,311 195,641 10,519 326,089 18,700 579,700 50,256 1,557,936
Sep-94 14,726 441,780 6,311 189,330 10,519 315,570 18,700 561,000 50,256 1,507,680
Oct-94 14,726 456,506 6,311 195,641 10,519 326,089 18,700 579,700 50,256 1,557,936
Nov-94 12,804 384,120 6,653 199,590 11,088 332,640 19,711 591,330 50,256 1,507,680
Dec-94 12,804 396,924 6,653 206,243 11,088 343,728 19,711 611,041 50,256 1,557,936
Jan-95 12,804 396,924 6,653 206,243 11,088 343,728 19,711 611,041 50,256 1,557,936
Feb-95 12,804 358,512 6,653 186,284 11,088 310,464 19,711 551,908 50,256 1,407,168
Mar-95 12,804 396,924 6,653 206,243 11,088 343,728 19,711 611,041 50,256 1,557,936
Apr-95 12,804 384,120 6,653 199,590 11,088 332,640 19,711 591,330 50,256 1,507,680
May-95 12,804 396,924 6,653 206,243 11,088 343,728 19,711 611,041 50,256 1,557,936
Jun-95 12,804 384,120 6,653 199,590 11,088 332,640 19,711 591,330 50,256 1,507,680
Jul-95 12,804 396,924 6,653 206,243 11,088 343,728 19,711 611,041 50,256 1,557,936
Aug-95 12,804 396,924 6,653 206,243 11,088 343,728 19,711 611,041 50,256 1,557,936
Sep-95 12,804 384,120 6,653 199,590 11,088 332,640 19,711 591,330 50,256 1,507,680
Oct-95 12,804 396,924 6,653 206,243 11,088 343,728 19,711 611,041 50,256 1,557,936
Nov-95 11,366 340,980 6,908 207,240 11,513 345,390 20,468 614,040 50,255 1,507,650
Dec-95 11,366 352,346 6,908 214,148 11,513 356,903 20,468 634,508 50,255 1,557,905
Jan-96 19,176 594,456 11,655 361,305 19,425 602,175 0 0 50,256 1,557,936
Feb-96 19,176 556,104 11,655 337,995 19,425 563,325 0 0 50,256 1,457,424
Mar-96 19,176 594,456 11,655 361,305 19,425 602,175 0 0 50,256 1,557,936
Apr-96 19,176 575,280 11,655 349,650 19,425 582,750 0 0 50,256 1,507,680
May-96 19,176 594,456 11,655 361,305 19,425 602,175 0 0 50,256 1,557,936
Jun-96 19,176 575,280 11,655 349,650 19,425 582,750 0 0 50,256 1,507,680
Jul-96 14,324 444,044 6,814 211,234 11,613 360,003 17,505 542,655 50,256 1,557,936
Aug-96 14,324 444,044 6,814 211,234 11,613 360,003 17,505 542,655 50,256 1,557,936
Sep-96 14,324 429,720 6,814 204,420 11,613 348,390 17,505 525,150 50,256 1,507,680
Oct-96 14,324 444,044 6,814 211,234 11,613 360,003 17,505 542,655 50,256 1,557,936
Nov-96 14,324 429,720 9,319 279,570 0 0 26,613 798,390 50,256 1,507,680
Dec-96 14,324 444,044 9,319 288,889 0 0 26,613 825,003 50,256 1,557,936
Jan-97 14,324 444,044 9,319 288,889 0 0 26,613 825,003 50,256 1,557,936
Feb-97 14,324 401,072 9,319 260,932 0 0 26,613 745,164 50,256 1,407,168
Mar-97 14,324 444,044 9,319 288,889 0 0 26,613 825,003 50,256 1,557,936
Apr-97 14,324 429,720 9,319 279,570 0 0 26,613 798,390 50,256 1,507,680
May-97 14,324 444,044 9,319 288,889 0 0 26,613 825,003 50,256 1,557,936
Jun-97 14,324 429,720 9,319 279,570 0 0 26,613 798,390 50,256 1,507,680
Jul-97 14,324 444,044 9,319 288,889 0 0 26,613 825,003 50,256 1,557,936
Aug-97 14,324 444,044 9,319 288,889 0 0 26,613 825,003 50,256 1,557,936
Sep-97 14,324 429,720 9,319 279,570 0 0 26,613 798,390 50,256 1,507,680
Oct-97 14,324 444,044 9,319 288,889 0 0 26,613 825,003 50,256 1,557,936
Nov-97 14,324 429,720 9,319 279,570 0 0 26,613 798,390 50,256 1,507,680
Dec-97 14,324 444,044 9,319 288,889 0 0 26,613 825,003 50,256 1,557,936
Jan-98 14,324 444,044 9,319 288,889 0 0 26,613 825,003 50,256 1,557,936
Feb-98 14,324 401,072 9,319 260,932 0 0 26,613 745,164 50,256 1,407,168
Mar-98 14,324 444,044 9,319 288,889 0 0 26,613 825,003 50,256 1,557,936
Apr-98 14,324 429,720 9,319 279,570 0 0 26,613 798,390 50,256 1,507,680
May-98 14,324 444,044 9,319 288,889 0 0 26,613 825,003 50,256 1,557,936
Jun-98 14,324 429,720 9,319 279,570 0 0 26,613 798,390 50,256 1,507,680
Jul-98 14,324 444,044 9,319 288,889 0 0 26,613 825,003 50,256 1,557,936
Aug-98 14,324 444,044 9,319 288,889 0 0 26,613 825,003 50,256 1,557,936
Sep-98 14,324 429,720 9,319 279,570 0 0 26,613 798,390 50,256 1,507,680
Oct-98 14,324 444,044 9,319 288,889 0 0 26,613 825,003 50,256 1,557,936
Nov-98 14,324 429,720 9,319 279,570 0 0 26,613 798,390 50,256 1,507,680
Dec-98 14,324 444,044 9,319 288,889 0 0 26,613 825,003 50,256 1,557,936
Jan-99 14,324 444,044 9,319 288,889 0 0 26,613 825,003 50,256 1,557,936
Feb-99 14,324 401,072 9,319 260,932 0 0 26,613 745,164 50,256 1,407,168
Mar-99 14,324 444,044 9,319 288,889 0 0 26,613 825,003 50,256 1,557,936
28,150,916 16,124,578 13,222,406 40,280,831 97,778,731
</TABLE>
<PAGE>
EXHIBIT 10.39(b)
FIRST AMENDMENT
TO
PRODUCTION AND DELIVERY AGREEMENT
Reference for all purposes is hereby made to that certain
Production and Delivery Agreement (the "Delivery Agreement "), dated
September 25, 1992, by and between ENRON OIL & GAS COMPANY, a Delaware
corporation ("Grantor") and CACTUS HYDROCARBON 1992-A LIMITED
PARTNERSHIP, a Delaware limited partnership, whose address is 1400
Smith Street, P. O. Box 1188, Houston, Texas 77251-1188 ("Grantee"),
pertaining to certain oil and gas leases, wells and related interests,
which Delivery Agreement is recorded as set forth on Exhibit C hereto
under the caption "Production and Delivery Agreement."
WHEREAS, Grantor and Grantee desire to amend the Delivery
Agreement as hereinafter set forth as of April 1, 1993 (the "Effective
Date") to release certain Leases and Subject Wells from the Delivery
Agreement and to add certain additional oil and gas leases and related
interests and to make other changes as provided herein:
NOW, THEREFORE, for and in consideration of the premises and of
the sum of Ten Dollars and no/100ths ($10.00) and other good and
valuable consideration, cash in hand paid to Grantor by Grantee,
Grantor and Grantee do hereby amend the Delivery Agreement as follows:
1. Capitalized terms as used herein shall have the meanings
given to them in the Delivery Agreement unless otherwise defined
herein.
2. Exhibit A to the Delivery Agreement is hereby amended by
deleting those Leases set forth on Exhibit A-1 hereto and those
Subject Wells set forth on Exhibit A-2 hereto and adding those oil and
gas leases and related interests set forth on Exhibit B hereto.
3. Except as expressly amended hereby, the Delivery Agreement
shall remain in full force and effect as heretofore entered into and
amended. Grantor and Grantee ratify and confirm the Delivery
Agreement as hereby amended.
EXECUTED in multiple originals this 21st day of May,
1993, but effective as of the Effective Date.
<PAGE>
GRANTOR:
WITNESSES: ENRON OIL & GAS COMPANY
By:
Name: D. Weaver
Title: Agent and Attorney-in-fact
GRANTEE:
WITNESSES: CACTUS HYDROCARBON 1992-A LIMITED
PARTNERSHIP
By: Enron Big Piney Corp.
General Partner
By:
Name: Andrew S. Fastow
Title: Vice President
EXHIBIT "A-1" - Description of Deleted Leases
EXHIBIT "A-2" - Description of Deleted Wells
EXHIBIT "B" - Description of Added Leases
EXHIBIT "C" - Recordation Schedule - Production and Delivery
Agreement
2
<PAGE>
STATE OF TEXAS
COUNTY OF HARRIS
On this _____ day of _____________________, 1993, before me, the
undersigned Notary Public in and for the State of Texas, personally
appeared ________________________, to me personally known, who, being
by me duly sworn, did say that he is the ___________________ of ENRON
OIL & GAS COMPANY, a Delaware corporation, and that the instrument was
signed in behalf of the corporation by authority of its Board of
Directors and that ____________________ acknowledged the instrument to
be the free act and deed of the corporation.
NOTARY PUBLIC, IN AND FOR
THE STATE OF TEXAS
Printed Name of Notary
STATE OF TEXAS
COUNTY OF HARRIS
On this _____ day of ____________________, 1993, before me, the
undersigned Notary Public in and for the State of Texas, personally
appeared ______________________, to me personally known, who, being by
me duly sworn, did say that he is the ________________ of Enron Big
Piney Corp., General Partner of CACTUS HYDROCARBON 1992-A LIMITED
PARTNERSHIP, a Delaware limited partnership, and that the instrument
was signed on behalf of said corporation, acting as General Partner of
said limited partnership and that _____________________ acknowledged
the instrument to be the free act and deed of the limited partnership.
NOTARY PUBLIC, IN AND FOR
THE STATE OF TEXAS
Printed Name of Notary
3
<PAGE>
EXHIBIT A-1
Attached to and made a part of that certain First Amendment to Production and
Delivery Agreement effective as of the 1st day of April, 1993 between Enron
Oil & Gas Company ("EOG") as Grantor and Cactus Hydrocarbon 1992-A Limited
Partnership ("Cactus") as Grantee.
<TABLE>
DELETED LEASES
SUBLETTE COUNTY, WYOMING
<CAPTION>
ENRON LEASE
LEASE NO. LESSOR LEGAL DESCRIPTION DATE RECORDING
<S> <C> <C> <C> <C>
0050097-000 EV-023584 Township 28 North, Range 113 West, 6th P.M. 6/1/48 Not Recorded
Section 23: Lot 4 (27.24), W/2NW/4
Below 1500' above the top of the Frontier
formation
0050109-000 State WY- Township 29 North, Range 113 West, 6th P.M. 9/16/48 Not Recorded
07395 Section 16: E/2
Below 1500' above the top of the Frontier
formation
0050115-000 WY-04732 Township 28 North, Range 113 West, 6th P.M. 2/1/51 Not Recorded
Section 4: Lots 7 (35.76), 8 (36.27),
S/2NW/4, SW/4
Below 1500' above the top of the Frontier
formation
0050116-000 W-026038-A Township 29 North, Range 113 West, 6th P.M. 2/1/50 BK 31, PG 206
Section 21: E/2
Section 27: NW/4NW/4
Section 28: N/2NE/4
Below 1500' above the top of the Frontier
formation
0050125-000 McGinnis, Township 28 North, Range 113 West, 6th P.M. 7/1/46 BK 2, PG 101
Mary et al Section 27: Resurvey Tract 48
From 1500' above the top of the Frontier
formation to the base of the Frontier
formation
LINCOLN COUNTY, WYOMING
0050272-000 EV-09156-B Township 26 North, Range 113 West, 6th P.M. 6/1/48 BK 17, PG 283
Section 5: E/2SE/4
No depth limitations
</TABLE>
Page>
EXHIBIT A-2
Attached to and made a part of that certain First Amendment to Production
and Delivery Agreement effective as of the 1st day of April, 1993 between
Enron Oil & Gas Company ("EOG") as Grantor and Cactus Hydrocarbon 1992-A
Limited Partnership ("Cactus") as Grantee.
<TABLE>
DELETED WELLS
<CAPTION>
WELL WELL LEGAL WI NRI WI NRI
NAME NUMBER DESCRIPTION BPO BPO APO APO
<S> <C> <C> <C> <C> <C> <C>
SHU 65-05G 06152-00-00-1 Township 26 North, Range 25.000% 20.350% 25.000% 20.3500%
113 West, 6th P.M.
Section 5: E/2
Lincoln County, Wyoming
Tip Top Unit 06144-00-00-1 Township 27 North, Range 1.4233% 1.0870% 1.4233% 1.0870%
Participating 113 West, 6th P.M.
Area "B" Parts of Sections 5 and 6
Township 28 North, Range
113 West, 6th P.M.
Portions of Sections 6-8,
16, 17 and 18
Township 28 North, Range
114 West, 6th P.M.
Portions of Sections 1 and 12
Sublette County, Wyoming
<PAGE>
EXHIBIT B
Attached to and made a part of that certain First Amendment to Production
and Delivery Agreement effective as of the 1st day of April, 1993 between
Enron Oil & Gas Company ("EOG") as Grantor and Cactus Hydrocarbon 1992-A
Limited Partnership ("Cactus") as Grantee.
</TABLE>
<TABLE>
ADDED LEASES
SUBLETTE COUNTY, WYOMING
<CAPTION>
MOBIL LEASE
LEASE NO. LESSOR LEGAL DESCRIPTION DATE RECORDING
<S> <C> <C> <C> <C>
W-2645 E-025771 Township 28 North, Range 113 West, 1/1/48 Not Available
6th P.M.
Section 22: Lot 2 (23.91)
From the surface to 1500' above the top of
the Frontier formation
W-2579 E-023969 Township 28 North, Range 113 West, 7/1/48 Not Available
6th P.M.
Section 27: Lots 2 (13.62), 3 (9.19)
Section 29: W/2NW/4
From the surface to 1500' above the top of
the Frontier formation
W-2571 E-023768 Township 28 North, Range 113 West, 12/1/47 BK 31, PG 429
6th P.M.
Section 20: SW/4SW/4
From the surface to 1500' above the top of
the Frontier formation
W-2569 E-022879 Township 28 North, Range 113 West, 7/1/47 Not Available
6th P.M.
Section 19: Lots 6, 7, 8, 9, 10, 11, 12,
13, 14, 15, 16 and 17
From the surface to 1500' above the top of
the Frontier formation
<PAGE>
W-2568 E-023328 Township 28 North, Range 113 West, 10/1/48 Not Available
6th P.M.
Section 30: N/2NE/4
From the surface to 1500' above the top of
the Frontier formation
W-2566 E-023553 Township 28 North, Range 113 West, 6/1/48 Not Available
6th P.M.
Section 30: S/2NE/4
From the surface to 1500' above the top of
the Frontier formation
W-2586 W-01495 Township 28 North, Range 113 West, 2/1/50 Not Available
6th P.M.
Section 18: Lots 11, 12, 13, 14, 15, 16,
17, 18 (W/2SE/4)
From the surface to 1500' above the top of
the Frontier formation
<PAGE>
EXHIBIT C
Attached to and made a part of that certain First Amendment to Production
and Delivery Agreement effective as of the 1st day of April, 1993 between
Enron Oil & Gas Company ("EOG") as Grantor and Cactus Hydrocarbon 1992-A
Limited Partnership ("Cactus") as Grantee.
</TABLE>
<TABLE>
<CAPTION>
Document Filing Entity Recording Reference
<S> <C> <C>
Production and Delivery Agreement dated Lincoln County Book 317 PR, Page 537
September 25, 1992 between EOG and Cactus File No. 755519
October 8, 1992
Sublette County Book 90 O&G, Page 1
File No. 238875
October 2, 1992
</TABLE>
<PAGE>
EXHIBIT 10.39(c)
SECOND AMENDMENT
TO
PRODUCTION AND DELIVERY AGREEMENT
Reference for all purposes is hereby made to that certain
Production and Delivery Agreement dated September 25, 1992, by and
between ENRON OIL & GAS COMPANY, a Delaware corporation ("Grantor")
and CACTUS HYDROCARBON 1992-A LIMITED PARTNERSHIP, a Delaware limited
partnership, whose address is 1400 Smith Street, P. O. Box 1188,
Houston, Texas 77251-1188 ("Grantee"), as amended by that certain
First Amendment to Production and Delivery Agreement dated effective
April 1, 1993 (the "Delivery Agreement"), pertaining to certain oil
and gas leases, wells and related interests, which Delivery Agreement
is recorded as set forth on Exhibit C hereto.
WHEREAS, Grantor and Grantee desire to amend the Delivery
Agreement as hereinafter set forth as of July 1, 1993 (the "Effective
Date") to release certain Leases and Subject Wells from the Delivery
Agreement and to add certain additional oil and gas leases, wells and
related interests and to make other changes as provided herein:
NOW, THEREFORE, for and in consideration of the premises and of
the sum of Ten Dollars and no/100ths ($10.00) and other good and
valuable consideration, cash in hand paid to Grantor by Grantee,
Grantor and Grantee do hereby amend the Delivery Agreement as follows:
1. Capitalized terms as used herein shall have the meanings
given to them in the Delivery Agreement unless otherwise defined
herein.
2. Exhibit A to the Delivery Agreement is hereby amended by
deleting those Leases set forth on Exhibit A-1 hereto and those
Subject Wells set forth on Exhibit A-2 hereto and adding those oil and
gas leases and related interests set forth on Exhibit B-1 hereto and
those wells set forth on Exhibit B-2 hereto.
3. Except as expressly amended hereby, the Delivery Agreement
shall remain in full force and effect as heretofore entered into and
amended. Grantor and Grantee ratify and confirm the Delivery
Agreement as hereby amended.
4. This instrument is being executed in several counterparts,
all of which are identical. Each of such counterparts shall for all
purposes be deemed to be an original and all such counterparts shall
together constitute but one and the same instrument.
<PAGE>
WITNESS THE EXECUTION HEREOF, this 29th day of September, 1993,
to be effective as of the Effective Date.
GRANTOR:
WITNESSES: ENRON OIL & GAS COMPANY
By:
Name: G. E. Uthlaut
Title: Sr. Vice President
GRANTEE:
WITNESSES: CACTUS HYDROCARBON 1992-A LIMITED
PARTNERSHIP
By: Enron Big Piney Corp.
General Partner
By:
Name: Andrew S. Fastow
Title: Vice President
EXHIBIT "A-1" - Description of Deleted Leases
EXHIBIT "A-2" - Description of Deleted Wells
EXHIBIT "B-1" - Description of Added Leases
EXHIBIT "B-2" - Description of Added Wells
EXHIBIT "C" - Recordation Schedule - Production and Delivery
Agreement and First Amendment to Production and
Delivery Agreement
-2-
<PAGE>
STATE OF TEXAS
COUNTY OF HARRIS
On this _____ day of _____________________, 1993, before me, the
undersigned Notary Public in and for the State of Texas, personally
appeared ________________________, to me personally known, who, being
by me duly sworn, did say that he is the ___________________ of ENRON
OIL & GAS COMPANY, a Delaware corporation, and that the instrument was
signed in behalf of the corporation by authority of its Board of
Directors and that ____________________ acknowledged the instrument to
be the free act and deed of the corporation.
NOTARY PUBLIC, IN AND FOR
THE STATE OF TEXAS
Printed Name of Notary
STATE OF TEXAS
COUNTY OF HARRIS
On this _____ day of ____________________, 1993, before me, the
undersigned Notary Public in and for the State of Texas, personally
appeared ______________________, to me personally known, who, being by
me duly sworn, did say that he is the ________________ of Enron Big
Piney Corp., General Partner of CACTUS HYDROCARBON 1992-A LIMITED
PARTNERSHIP, a Delaware limited partnership, and that the instrument
was signed on behalf of said corporation, acting as General Partner of
said limited partnership and that _____________________ acknowledged
the instrument to be the free act and deed of the limited partnership.
NOTARY PUBLIC, IN AND FOR
THE STATE OF TEXAS
Printed Name of Notary
3
<PAGE>
EXHIBIT A-1
Attached to and made a part of that certain Second Amendment to Production
and Delivery Agreement effective as of the 1st day of July, 1993 between
Enron Oil & Gas Company ("EOG") as Grantor and Cactus Hydrocarbon 1992-A
Limited Partnership ("Cactus") as Grantee.
<TABLE>
DELETED LEASES
SUBLETTE COUNTY, WYOMING
<Caption
ENRON LEASE
LEASE NO. LESSOR LEGAL DESCRIPTION DATE RECORDING
<S> <C> <C> <C> <C>
50427-000 W-055275 Township 26 North, Range 112 West, 6th P.M 2/1/59 Not Recorded
Section 22: NE/4NE/4, SE/4, S/2NE/4
Section 23: NW/4NW/4, SW/4NW/4,3 E/2NW/4, SW/4
Limited to only the Frontier formation under said
lands.
</TABLE>
<PAGE>
EXHIBIT A-2
Attached to and made a part of that certain Second Amendment to Production
and Delivery Agreement effective as of the 1st day of July, 1993 between
Enron Oil & Gas Company ("EOG") as Grantor and Cactus Hydrocarbon 1992-A
Limited Partnership ("Cactus") as Grantee.
<TABLE>
DELETED WELLS
LINCOLN COUNTY, WYOMING
<CAPTION>
WELL NAME WELL NUMBER LEGAL DESCRIPTION WI BPO NRI BPO WI APO NRI APO
<S> <C> <C> <C> <C> <C> <C>
Fontenelle 11-36 0912100001 Township 26 North, Range 112 West, 6th P.M. .0170308 .0148326 .0195606 .0161375
Section 36: NW/4NW/4
Formation: Consl. Frontier ABCD
Fontenelle 12-03 0912200001 Township 25North, Range 112 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 3: SW/4NW/4
Formation: Consl. Frontier ABCD
Fontenelle 13-11 0912300001 Township 25 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 11: NW/4SW/4
Formation: Consl. Frontier ABCD
Fontenelle 13-24 0912400001 Township 26 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195597 .0184859
Section 24: NW/4SW/4
Formation: Consl. Frontier ABCD
Fontenelle 13-34 0012400001 Township 26 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195597 .0184859
Section 34: NW/4SW/4
Formation: Consl. Frontier ABCD
Fontenelle 14-01 0912500001 Township 25 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 1: SW/4SW/4
Formation: Consl. Frontier ABCD
Fontenelle 14-02 0912600001 Township 25 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 2: SW/4SW/4
Formation: Consl. Frontier ABCD
Fontenelle 14-04 0912800001 Township 25 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 4: SW/4NW/4
Formation: Consl. Frontier ABCD
<PAGE>
Fontenelle 14-06 0912900001 Township 25 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 6: Lot 7
Formation: Consl. Frontier ABCD
Fontenelle 14-27 0912700001 Township 26 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 27: SW/4SW/4
Formation: Consl. Frontier ABCD
Fontenelle 22-36 0913100001 Township 26 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 36: SE/4NW/4
Formation: Consl. Frontier ABCD
Fontenelle 23-07F 0913400001 Township 25 North, Range 111 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 7: NE/4SW/4
Formation: Consl. Frontier ABCD
Fontenelle 23-25 0913200001 Township 26 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 25: NE/4SW/4
Formation: Consl. Frontier ABCD
Fontenelle 23-33 0913300001 Township 26 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 33: Lot 7
Formation: Consl. Frontier ABCD
Fontenelle 31-04 0913500001 Township 25 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 4: NW/4NE/4
Formation: Consl. Frontier ABCD
Fontenelle 31-05 0913600001 Township 25 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 4: NW/4NE/4
Formation: Consl. Frontier ABCD
Fontenelle 31-06F 0913700001 Township 25 North, Range 111 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 6: NW/4NE/4
Formation: Consl. Frontier ABCD
Fontenelle 32-10 0913800001 Township 25 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 10: SW/4NE/4
Formation: Consl. Frontier ABCD
Fontenelle 33-04 0914100001 Township 25 North, Range 112 West, 6th P.M. .0148326 .0148326 .0195606 .0161375
Section 4: NW/4SE/4
Formation: Consl. Frontier ABCD
Fontenelle 33-12 0128800001 Township 15 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 12: NW/4SE/4
Formation: Consl. Frontier ABCD
<PAGE>
Fontenelle 33-13 0913900001 Township 25 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 13: NW/4SE/4
Formation: Consl. Frontier ABCD
Fontenelle 33-24 0914000001 Township 26 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 25: NW/4SE/4
Formation: Consl. Frontier ABCD
Fontenelle 34-03 0914000001 Township 15 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 3: SW/4SE/4
Formation: Consl. Frontier ABCD
Fontenelle 34-09 0914500001 Township 25 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 9: SW/4SE/4
Formation: Consl. Frontier ABCD
Fontenelle 34-23 0914200001 Township 26 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 23: SW/4SE/4
Formation: Consl. Frontier ABCD
Fontenelle 34-28 0914300001 Township 26 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 28: Lot 9
Formation: Consl. Frontier ABCD
Fontenelle 41-09 0914900001 Township 25 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 9: NE/4NE/4
Formation: Consl. Frontier ABCD
Fontenelle 41-24 0914600001 Township 26 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 24: Lot 1
Formation: Consl. Frontier ABCD
Fontenelle 41-26 0914800001 Township 26 North, Range 112 West, 6th P.M. .0134239 .0118418 .0195606 .0161375
Section 36: Lot 1
Formation: Consl. Frontier ABCD
<PAGE>
EXHIBIT B-1
Attached to and made a part of that certain Second Amendment to Production
and Delivery Agreement effective as of the 1st day of July, 1993 between
Enron Oil & Gas Company ("EOG") as Grantor and Cactus Hydrocarbon 1992-A
Limited Partnership ("Cactus") as Grantee.
</TABLE>
<TABLE>
ADDED LEASES
LINCOLN COUNTY, WYOMING
<CAPTION>
ENRON
LEASE NO. LESSOR LEGAL DESCRIPTION DATE RECORDED
<S> <C> <C> <C> <C>
75237-000 ST of WY Township 26 North, Range 112 West, 6th P.M. 2/2/86 Book 236 PR,
86-00117 Section 16: NW/4, NW/4NE/4, S/2NE/4, S1/2 Page 170
</TABLE>
<PAGE>
EXHIBIT B-2
Attached to and made a part of that certain Second Amendment to Hydrocarbon
Exchange Agreement effective as of the 1st day of July, 1993 between Enron
Oil & Gas Company ("EOG") as Grantor and Cactus Hydrocarbon 1992-A Limited
Partnership ("Cactus") as Grantee.
<TABLE>
ADDED WELLS
LINCOLN COUNTY, WYOMING
<CAPTION>
WELL NAME WELL NUMBER LEGAL DESCRIPTION WI BPO NRI BPO WI APO NRI APO
<S> <C> <C> <C> <C> <C> <C>
Spur Canyon #1 0236940001 Township 26 North, Range 112 West, 6th P.M. 100% 75% 100% 75%
Section 16: NE/4NW/4
West Stead 0240000001 Township 26 North, Range 112 West, 6th P.M. 100% 75% 100% 75%
Canyon #22-16 Section 16: SW/4NE/4
</TABLE>
<PAGE>
EXHIBIT C
Attached to and made a part of that certain Second Amendment to Production
and Delivery Agreement effective as of the 1st day of May, 1993 between
Enron Oil & Gas Company ("EOG") as Grantor and Cactus Hydrocarbon 1992-A
Limited Partnership ("Cactus") as Grantee.
<TABLE>
<CAPTION>
Document Filing Entity Recording Reference
<S> <C> <C>
Production and Delivery Agreement dated Lincoln County Book 317 PR, Page 537
September 25, 1992 between EOG and Cactus File No. 755519
October 8, 1992
Sublette County Book 90 O&G, Page 1
File No. 238875
October 2, 1992
Production and Delivery Agreement dated Lincoln County Book 330 PR, Page 31
effective April 1, 1993 between EOG and File No. 765867
Cactus June 4, 1993
Sublette County Book 92 O&G, Page 325
File No. 241740
May 28, 1993
</TABLE>
<PAGE>
EXHIBIT 10.39(d)
THIRD AMENDMENT
TO
PRODUCTION AND DELIVERY AGREEMENT
Reference for all purposes is hereby made to that certain
Production and Delivery Agreement (the "Original Delivery Agreement"),
dated September 25, 1992, by and between ENRON OIL & GAS COMPANY, a
Delaware corporation ("Grantor") and CACTUS HYDROCARBON 1992-A LIMITED
PARTNERSHIP, a Delaware limited partnership, whose address is 1400
Smith Street, P. O. Box 1188, Houston, Texas 77251-1188 ("Grantee"),
pertaining to certain oil and gas leases, wells and related interests
more particularly described therein, which Original Delivery Agreement
is recorded as set forth on Attachment A hereto under the caption
"Original Delivery Agreement."
WHEREAS, the Original Delivery Agreement was amended by that
certain First Amendment to Production and Delivery Agreement (the
"First Amendment to Delivery Agreement") dated effective as of April
1, 1993 from Grantor to Grantee, recorded as set forth on Attachment A
hereto under the caption "First Amendment to Delivery Agreement;" and
WHEREAS, the Original Delivery Agreement was further amended by
that certain Second Amendment to Production and Delivery Agreement
(the "Second Amendment to Delivery Agreement") dated effective as of
July 1, 1993 from Grantor to Grantee, recorded as set forth on
Attachment A hereto under the caption "Second Amendment to Delivery
Agreement;" and
WHEREAS, subsequent to the execution, delivery and recordation of
the Original Delivery Agreement, pursuant to the terms of the First
Amendment to Delivery Agreement and the Second Amendment to Delivery
Agreement, certain Leases and Subject Wells as set forth in Parts I
and III of Exhibit A to the Original Delivery Agreement have been
deleted therefrom and other Leases and Subject Wells have been
substituted therefor; and
WHEREAS, the Original Delivery Agreement as amended by the First
Amendment to Delivery Agreement and the Second Amendment to Delivery
Agreement is referred to herein as the "Delivery Agreement;" and
WHEREAS, Grantor and Grantee desire to amend the Delivery
Agreement as hereinafter set forth effective as of October 1, 1993
(the "Effective Date"):
NOW, THEREFORE, for and in consideration of the premises and of
the sum of Ten Dollars ($10.00) and other good and valuable
consideration, cash in hand paid to Grantor by Grantee, Grantor and
Grantee do hereby amend the Delivery Agreement as follows:
1. Capitalized terms used herein shall have the meanings given
to them in the Delivery Agreement unless otherwise defined herein.
<PAGE>
2. Section 10 of the Delivery Agreement is hereby amended by
deleting same and substituting the following in lieu thereof:
10. CAPITAL EXPENDITURES. Subject to the provisions
of this Section 10, Grantor agrees to make the monthly
capital expenditures on Schedule 2 hereto for drilling and
operating the Subject Interests (including but not limited
to necessary field development activities and the
recompletion or reworking of any wells on the Subject
Interests), as a prudent operator (and without regard to the
burden of the Production Payment), except when (a) in the
three month period immediately prior to the time that such
capital expenditures are scheduled to be made the average
daily rate of production of Hydrocarbons from all reservoirs
attributable to Grantor's net revenue interest in the
Subject Interests (excluding any periods of Force Majeure)
exceeds the Target Deliveries (as hereinafter defined), and
(b) the ratio of Tail Reserves to the quantities remaining
to be delivered under the Production Payment is at least 2
to 1. "Target Deliveries" shall mean a rate of production
of Hydrocarbons equal to 75 billion Btus for each day of
each year beginning in 1993.
The Target Deliveries and the required ratio under
clause (b) above are herein collectively referred to as the
"Target Delivery and Reserve Tests." If Grantor is required
to make capital expenditures for any month according to this
Section 10, then the amount of such capital expenditures
shall be equal to the lesser of (i) the amount set forth on
Schedule 2 for such month, together with the amounts of all
of the capital expenditures set forth for the preceding
months that Grantor did not make because the Target Delivery
and Reserve Tests were met, or (ii) the amount necessary to
cause the Target Delivery and Reserve Tests to be met for
the such month.
3. Schedule 2 and Parts I and III to Exhibit A to the Delivery
Agreement are hereby amended by deleting same and substituting
Schedule 2 and Parts I and III to Exhibit A attached hereto in lieu
thereof. Schedule 2 and Parts I and III to Exhibit A attached hereto
are made a part of the Delivery Agreement and supersede Schedule 2 and
Parts I and III to Exhibit A attached to the Delivery Agreement.
4. The term "Conveyance" as used in the Delivery Agreement
shall mean that certain Conveyance of Production Payment dated
September 25, 1992 from Grantor to Grantee as amended by the First
Amendment to Conveyance of Production Payment dated effective as of
April 1, 1993 between Grantor and Grantee, the Second Amendment to
Conveyance of Production Payment dated effective as of July 1, 1993
from Grantor to Grantee and the Third Amendment to Conveyance of
Production Payment dated effective as of October 1, 1993 between
Grantor and Grantee, and as the same may be further amended, modified
or supplemented from time to time.
5. Except as expressly amended hereby, the Delivery Agreement
shall remain in full force and effect as heretofore entered into and
amended. Grantor and Grantee ratify and confirm the Delivery
Agreement as hereby amended.
-2-
<PAGE>
EXECUTED in multiple originals this 29th day of October, 1993,
but effective as of the Effective Date.
GRANTOR:
ATTEST: ENRON OIL & GAS COMPANY
By: By:
Name: D. M. Ulak Name: Andrew N. Hoyle
Title: Assistant Secretary Title: Vice President
GRANTEE:
ATTEST: CACTUS HYDROCARBON 1992-A LIMITED
PARTNERSHIP
By: Enron Big Piney Corp., its
General Partner
By: By:
Name: Elaine Overturf Name: Jere C. Overdyke, Jr.
Title: Deputy Corporate Secretary Title: Vice President
ATTACHMENTS, EXHIBITS AND SCHEDULES:
Attachment A - Recordation Schedule - Original Delivery
Agreement, First Amendment to Delivery
Agreement and Second Amendment to
Delivery Agreement
Part I to Exhibit A - Subject Interests
Part III to Exhibit A - Subject Wells
Schedule 2 - Capital Expenditures
-3-
<PAGE>
STATE OF TEXAS
COUNTY OF HARRIS
The foregoing instrument was acknowledged before me by
_____________________, as _____________________ of ENRON OIL & GAS
COMPANY, a Delaware corporation, on behalf of such corporation this
_____ day of _____________________, 1993.
Witness my hand and official seal.
NOTARY PUBLIC, IN AND FOR
THE STATE OF TEXAS
Printed Name of Notary:
My Commission Expires:
STATE OF TEXAS
COUNTY OF HARRIS
The foregoing instrument was acknowledged before me by
______________________, as __________________ of Enron Big Piney
Corp., a Delaware corporation, as General Partner on behalf of CACTUS
HYDROCARBON 1992-A LIMITED PARTNERSHIP, a Delaware limited
partnership, this _____ day of ____________________, 1993.
Witness my hand and official seal.
NOTARY PUBLIC, IN AND FOR
THE STATE OF TEXAS
Printed Name of Notary:
My Commission Expires:
-4-
<PAGE>
<TABLE>
ATTACHMENT A
Attached to and made a part of that certain Third Amendment
to Production and Delivery Agreement
<CAPTION>
DOCUMENT FILING ENTITY RECORDING REFERENCE
<S> <C> <C>
Original Delivery Agreement County Clerk Book 317 PR, Page 537
Lincoln County File No. 755519
October 8, 1992
County Clerk Book 90 O&G, Page 1
Sublette County File No. 238875
October 2, 1992
First Amendment to Delivery County Clerk Book 330 PR, Page 31
Agreement Lincoln County File No. 765867
June 4, 1993
County Clerk Book 92 O&G, Page 325
Sublette County File No. 241740
May 28, 1993
Second Amendment to Delivery County Clerk Book 336 PR, Page 685
Agreement Lincoln County File No. 772468
October 4, 1993
</TABLE>
<PAGE>
EXHIBIT __________
Schedule 2
To Production and Delivery Agreement
Required Annual EOG Capital Expenditures
Required
Month Year Capital Expenditures, MM$
October 1993 1.70110
November 1993 1.70110
December 1993 1.70110
TOTAL 1993 5.10331
January 1994 1.43366
February 1994 1.43366
March 1994 1.43366
April 1994 1.43366
May 1994 1.43366
June 1994 1.43366
July 1994 1.43366
August 1994 1.43366
September 1994 1.43366
October 1994 1.43366
November 1994 1.43366
December 1994 1.43366
TOTAL 1994 17.20390
January 1995 1.76855
February 1995 1.76855
March 1995 1.76855
April 1995 1.76855
May 1995 1.76855
June 1995 1.76855
July 1995 1.76855
August 1995 1.76855
September 1995 1.76855
October 1995 1.76855
November 1995 1.76855
December 1995 1.76855
TOTAL 1995 21.22260
<PAGE>
January 1996 0.99124
February 1996 0.99124
March 1996 0.99124
April 1996 0.99124
May 1996 0.99124
June 1996 0.99124
July 1996 0.99124
August 1996 0.99124
September 1996 0.99124
October 1996 0.99124
November 1996 0.99124
December 1996 0.99124
TOTAL 1996 11.89490
January 1997 0.38154
February 1997 0.38154
March 1997 0.38154
April 1997 0.38154
May 1997 0.38154
June 1997 0.38154
July 1997 0.38154
August 1997 0.38154
September 1997 0.38154
October 1997 0.38154
November 1997 0.38154
December 1997 0.38154
TOTAL 1997 4.57850
January 1998 0.02844
February 1998 0.02844
March 1998 0.02844
April 1998 0.02844
May 1998 0.02844
June 1998 0.02844
July 1998 0.02844
August 1998 0.02844
September 1998 0.02844
October 1998 0.02844
November 1998 0.02844
December 1998 0.02844
TOTAL 1998 0.34130
January 1999 0.21355
February 1999 0.21355
March 1999 0.21355
TOTAL 1999 0.64065
<PAGE>
<TABLE>
Part I to Exhibit A
(Delivery Agreement)
<CAPTION>
LEASE LEASE
NUMBER LESSOR DATE RECORDING ST COUNTY
<S> <C> <C> <C> <C> <C>
50001-00 ENGER K CHRISMAN, ET AL 04/28/1950 BK 2 PG 623 WY SUBLETTE
T029N R113W SEC-0010 E2SE4
T029N R113W SEC-0011 W/2SW
50003-00 ENGER K CHRISMAN, ET AL 07/01/1954 BK 10 PG 398 WY SUBLETTE
T029N R112W SEC-0018 LOTS 1, 2, E2NW
T029N R113W SEC-0011 E2SW, SE
T029N R113W SEC-0012 S2SE, NWSW, S2SW
T029N R113W SEC-0013 SESW, SENE, SE, NWNW, NWNE, NENE, NENW
T029N R113W SEC-0014 N2NE, NENW
T029N R113W SEC-0024 N2NE
50005-01 CHAS. P BUDD 11/24/1942 BK 1 PG 371 WY SUBLETTE
T029N R113W SEC-0010 N2NE, SWNE
50005-02 THE FRANCES MARGARET GUIO 12/15/1987 BK 81 PG 327 WY SUBLETTE
JUNE 16, 1982 FAMILY TRUST
T029N R113W SEC-0010 NENE, SENW, SWNE, AS TO ALL DEPTHS BELOW 2,500 FT.
50008-01 PATRICK J QUEALY, ADMIN. 08/15/1957 BK 18 PG 136 WY SUBLETTE
T027N R113W SEC-0028
50008-02 JOSEPH A MINTON ET UX 08/15/1957 BK 18 PG 140 WY SUBLETTE
T027N R113W SEC-0028 SWNE, S2NW
50011-00 USA EV 021983 08/01/1944 BK 31 PG 200 WY SUBLETTE
T029N R113W SEC-0014 NWNW
50013-01 SELMER G LARSON 06/11/1957 BK 17 PG 2 WY SUBLETTE
T027N R113W SEC-0028 NWSE, N2SW, SWSW
50013-02 JOSEPH A MINTON ET UX 08/15/1957 BK 18 PG 144 WY SUBLETTE
T027N R113W SEC-0028 NWSE, N2SW, SWSW
50018-00 WILLIAM J. MCGINNIS, ET UX 10/05/1946 BK 2 PG 109 WY SUBLETTE
T026N R113W SEC-0023 N2SE (PART OF TR 45)
T028N R113W SEC-0024 N2/SW (PART OF TR 45), S2NE, S2NW, (AKA TR 47)
50019-00 USA EV-021741 09/01/1946 BK 88 PG 783 WY SUBLETTE
<PAGE>
T026N R113W SEC-0004 LOTS 1(39.30), 2(38.74), 3(38.18), 4(37.62), 5(40),
6(40), 7(40), 8(40), 9(40), 10(40), 11(40), 12(40),
SE, NWSW
T027N R113W SEC-0028 SESW, SWSE
T027N R113W SEC-0029 SENE
T027N R113W SEC-0032 W2SE, N2NE, SWNE
T027N R113W SEC-0033 NWNE, S2NE, SE, NW
50020-00 USA EV-021743 03/01/1947 BK 86 PG 313 WY SUBLETTE
T027N R113W SEC-0033 N2SW
50022-01 MATILDA BERTAGNOLLI, ET VIR 10/26/1956 BK 16 PG 150 WY SUBLETTE
T027N R114W SEC-0001 LOTS 1, 2, 3, 4, S2N2
50022-02 THOMAS S HARROWER, ET UX 09/06/1957 BK 18 PG 2 WY SUBLETTE
T027N R114W SEC-0001 LOTS 1, 2, 3, 4, S2N2
50027-00 USA W-04226 01/01/1951 BK 89 PG 154 WY SUBLETTE
T030N R113W SEC-0028 SWNW, N2SW, E2NW, S2SW
50028-00 USA 2-0136178 05/01/1951 BK 84 PG 621 WY SUBLETTE
T030N R113N SEC-0021 S2
50047-00 USA EV-023313-A 02/01/1948 BK314 PG 227 WY LINCOLN
T026N R112W SEC-0012 W2E2, LOTS 3,4
T026N R112W SEC-0013 NW, SW
50048-00 USA EV-023313-B 02/01/1948 BK288 PG 640 WY LINCOLN
T026N R112W SEC-0012 W2
T026N R112W SEC-0013 LOT 3, W2NE, LOT 4, W2SE
50049-00 ST WY 0-2265 03/02/1944 BK314 PG 49 WY LINCOLN
T026N R112W SEC-0016 NENE
50050-00 USA EV-025550 01/01/1948 BK 89 PG 98 WY SUBLETTE
T027N R112W SEC-0027 W2
50051-00 USA EV-022929 09/01/1947 BK 15 PG 206 WY SUBLETTE
T027N R112W SEC-0034 NENE, NENE, SE, S2NE, W2
T027N R112W SEC-0035
<PAGE>
50052-00 USA EV-026056 12/01/1949 BK 9 PG 128 WY LINCOLN
T026N R112W SEC-0011 NE, NENW, N2SW, SE, SESW, SWSW, S2NW
T026N R112W SEC-0014 E2, E2NW, SW, W2NW
50053-00 USA EV-022930-A 09/01/1947 BK 8 PG 484 WY LINCOLN
T026N R112W SEC-0010 SENE, SENW, SWNE, N2NE, N2NW, SWNW, SW4, N2SE, S2SE
T026N R112W SEC-0015 NWNW, NENW, SENW, SWNW, SW, N2N3, S2NE, SE
50054-00 USA EV-022932 09/01/1947 BK 9 OG 66 WY SUBLETTE
T026N R112W SEC-0002 NESE, NWSE, SENE, SW, SWNE, S2NW, S2SE,
LOTS 1, 2, 3, 4
T026N R112W SEC-0003 S2, S2N2, LOTS 1, 2, 3, 4
T026N R112W SEC-0004 SE
T026N R112W SEC-0009 N2, N2SE, SESE, SW, SWSE
T026N R112W SEC-0011 NWNW
50088-00 USA W-92217 12/01/1948 BK 85 PG 599 WY SUBLETTE
T028N R112W SEC-0017 N2NW, SESW
T028N R112W SEC-0018 NE, LOTS 1, 2, 3, E2NW, NESW
T028N R112W SEC-0019 SWNE, E2SW, W2SE, E2NE, E2SE
T028N R112W SEC-0020 W2SW. MW. E2SW
50094-00 USA EV-022261 09/01/1946 BK 90 PG 107 WY SUBLETTE
T026N R113W SEC-0019 SE, SWNE, SENE, LOT 5, NWNE
T028N R113W SEC-0031 E2NE
T028N R113W SEC-0032 LOT 1, N2NW, SWNW
50101-00 USA EV-025991 04/01/1952 BK 89 PG 82 WY SUBLETTE
T029N R113W SEC-0034 ALL
50113-00 MYRON EDGAR MILLS ET UX 05/20/1953 BK 5 PG 107 WY SUBLETTE
T028N R113W SEC-0022 SESE
T028N R113W SEC-0023 E/2SW, SWSW, SAID LANDS BEING NOW RESURVEYED
INTO AND AS TRACT 44
50131-00 USA W-48904 01/01/1940 BK 89 PG 76 WY SUBLETTE
T027N R113W SEC-0005 LOT 1 (NENE - 39.78 AC), SENE
T028N R113W SEC-0032 W2N2
<PAGE>
T028N R113W SEC-0032 LOT 6 (SESE- 47.69) E2NE, NESE
T028N R113W SEC-0033 SWNW
50133-00 USA EV-010270-B 10/16/1939 BK 89 PS 112 WY SUBLETTE
T027N R113W SEC-0021 N2N2
50134-00 USA W-0256493 06/01/1947 BK 88 PG 789 WY SUBLETTE
T028N R113W SEC-0033 LOTS 3, 4, NE, N2SE
T028N R113W SEC-0034 LOT 1, W2NW, NWSW
50135-00 USA W-0256 03/01/1950 BK 89 PG 132 WY SUBLETTE
T027N R113W SEC-0009 W2NE
50136-00 USA EV-026191 03/01/1950 BK 89 PG 132 WY SUBLETTE
T027N R113W SEC-0004 SESW. SWSE
50137-00 USA W-048780 07/01/1947 BK 89 PG 89 WY SUBLETTE
T027N R113W SEC-0004 LOTS 2, 3, SWNE
50138-00 USA EV-022209 06/01/1947 BK 88 PG 789 WY SUBLETTE
T028N R113W SEC-0033 LOTS 1, 2 N2SW
50139-00 USA W-9653 03/10/1950 BK 89 PG 132 WY SUBLETTE
T027N R113W SEC-0004 LOT 4, S2NW, N2SW, NWSE
50140-00 ST WY 0-847 09/16/1936 BK PG WY SUBLETTE
T027N R113W SEC-0016 ALL
50141-00 USA EV-09561-A 06/20/1932 BK 89 PG 65 WY SUBLETTE
T027N R113W SEC-0017 NE, E2NW, SE, NESW
T027N R113W SEC-0020 NENE, NWNE, S2NE
50142-00 USA EV-021978 01/01/1940 BK 2 PG 173 WY SUBLETTE
T027N R113W SEC-0004 SWSW
T027N R113W SEC-0009 NW, E2SW, W2SE
50143-00 USA EV-07555 01/01/1940 BK 89 PG 70 WY SUBLETTE
T027N R113W SEC-00094 W2SW
50144-00 USA EV-07671-A 12/29/1939 BK 89 PG 125 WY SUBLETTE
T027N R113W SEC-0008 SE
<PAGE>
50145-00 USA EV-07671-B 12/29/1939 BK 89 PG 125 WY SUBLETTE
T027N R113W SEC-0008 N2, N2SW, S2SW
50147-00 USA W-48907 01/01/1940 BK 89 PG 76 WY SUBLETTE
T027N R113W SEC-0005 N2SE, SWNE, LOTS 2, 3, 4, S2NW, N2SW, S2S2
T028N R113W SEC-0033 SENW
50149-00 USA W-0125385 12/01/1948 BK 85 PG 599 WY SUBLETTE
T028N R112W SEC-0019 LOTS 3, 4
50150-00 USA W-0125387 01/01/1950 BK 85 PG 605 WY SUBLETTE
T028N R112W SEC-0030 LOT 1
50151-00 USA W-0125388 06/01/1948 BK 85 PG 621 WY SUBLETTE
T028N R113W SEC-0023 NENW, NWNE, LOTS 1, 2, 3, NENE
T028N R113W SEC-0024 LOTS 3 (48 AC) LOT 4 (48.77 AC)
50152-00 USA EV-022756 09/01/1946 BK 89 PG 17 WY SUBLETTE
T028N R113W SEC-0014 S2NW, SW, N2NW
50153-00 USA EV-023554 01/01/1948 BK 89 PG 19 WY SUBLETTE
T028N R113W SEC-0026 SESW, S2SE, LOT 1, SENW, NESW, N2SE, NE
50154-00 USA EV-024756 06/01/1948 BK 67 PG 70 WY SUBLETTE
T028N R113W SEC-0023 LOTS 5, 6, 7
T028N R113W SEC-0024 LOTS 5, 6, 7, 7, 8, TRACT 46 A&B
T028N R113W SEC-0025 LOTS 1, 2, 3, 4, W2E2, E2W2, SWSW, W2N2, NWSW
50155-00 USA EV-024792 07/01/1948 BK 85 PG 614 WY SUBLETTE
T028N R113W SEC-0034 LOT 2
50156-00 USA W-02985 06/01/1948 BK 89 PG 3 WY SUBLETTE
T028N R113W SEC-0035 LTS 1, 2, 3, 4, 5, 6, 7, W2NE, N2NW, SWNW, N2SW,
NWSE
50157-00 USA W-02985-A 06/01/1948 BK 89 PG 3 WY SUBLETTE
T028N R113W SEC-0034 SENW
50158-00 USA W-046892 02/01/1957 BK 85 PG 582 WY SUBLETTE
T028N R113W SEC-0034 E2N2, SWNE, N2SE, LOTS 3 & 4
50159-00 USA W-05283 02/01/1951 BK 31 PG 229 WY SUBLETTE
T028N R113W SEC-0004 LOTS 5, 6, S2N2, N2SE, SESE, SWSE
<PAGE>
50160-00 USA W-08056 09/01/1951 BK 32 PG 63 WY SUBLETTE
T028N R113W SEC-0034 E2NW, NESE, NWNE
50161-00 USA W-10675 09/01/1950 BK 31 PG 274 WY SUBLETTE
T029N R113W SEC-0035 W2SW, SESW, NESW
50162-00 USA W-10677 05/01/1950 BK 31 PG 266 WY SUBLETTE
T029N R113W SEC-0026 NESE, SENW, SESE, S2NE
T029N R113W SEC-0027 NESE, SENW, SESE, S2NE
50163-00 USA W-10679 08/01/1951 BK 69 PG 587 WY SUBLETTE
T028N R113W SEC-0003 S2/SW
50164-00 STATE OF WYOMING 0-11142 05/16/1951 BK 19 PG 243 WY SUBLETTE
T028N R113W SEC-0005 E2SW, SE, NW (PART OF RESURVEY TRACT 54)
50165-00 ST WY 020810 06/16/1956 BK 85 PG 669 WY SUBLETTE
T028N R113W SEC-0036 W2SW
50166-00 USA W-06861 07/01/1951 BK 85 PG 40 WY SUBLETTE
T028N R113W SEC-0015 SENE, N2NE
50167-00 USA W-014074 06/01/1952 BK 89 PG 96 WY SUBLETTE
T029N R113W SEC-0035 N2NW, SENW, SWNW
50169-00 USA W-0125384 05/01/1948 BK 31 PG 242 WY SUBLETTE
T028N R113W SEC-0011 E2
T028N R113W SEC-0013 SW
T028N R113W SEC-0014 SWNE, W2SE, N2NE, SENE, E2SE
50170-00 USA W-10681 02/01/1950 BK 31 PG 206 WY SUBLETTE
T029N R113W SEC-0022 E2NE, NESE, NWSE, S2SE, W2NE
T029N R113W SEC-0026 NWNW
T029N R113W SEC-0027 N2NE
50171-00 USA W-10682 02/01/1950 BK 31 PG 206 WY SUBLETTE
T029N R113W SEC-0022 NW, N2SW, S2SW
T029N R113W SEC-0024 E2SE, NENW, NWNW, NWSE, SENW, SW, SWMW, SWSE, S2NE
T029N R113W SEC-0025 NENW
T029N R113W SEC-0027 NENW
<PAGE>
50172-00 CHARLES P NOBLE ET UX 02/03/1954 BK 7 PG 360 WY SUBLETTE
T029N R113W SEC-0011 E2NW, NE
T029N R113W SEC-0012 W2NW
50173-00 USA EV-024549-A 07/01/1951 BK 22 PG 137 WY LINCOLN
T026N R112W SEC-0005 THAT PORTION OF THE GREEN RIVER RIPARIAN TO LOTS 4,
5, 6, 7, 10, 11 AND 13
T026N R112W SEC-0008 THAT PORTION OF THE GREEN REIVER RIPARIAN TO LOTS 1,
2, 4, 5, 6, 7 AND 11
50174-00 USA W-20951 09/01/1947 BK9PR PG 66 WY LINCOLN
T026N R112W SEC-0004 LOTS 1, 2, 3, 4, S2N2, SW4
50175-00 USA EV-022929-A 09/01/1952 BK9PR PG 206 WY SUBLETTE
T027N R112W SEC-0033 NW4
50176-00 USA W-022931 11/01/1947 BK24PR PG 253 WY LINCOLN
T026N R112W SEC-0005 LOTS 4 (17.01), 7 (7.50), 10 (25.29), 11 (42.73),
13 (23.59) AND SWSE
T026N R112W SEC-0008 LOT 1 (12.18), 2, (19.72), 4 (32.67), 5 (20.41),
6 (18.10), AND W2NE
LOT 7 (43.63), 11 (30.54)
BK 15 PG 193 WY SUBLETTE
T027N R112W SEC-0029 LOTS 2 (35.76), 3 (16.18), 4 (45.23), 5 (6.90), 8
(6.23), 9 (37.63), 10 (1.67), 11 (22.05), 12 (23.76)
50177-00 USA EV-022931-A 11/01/1947 BK
24PR PG 253 WY LINCOLN
T026N R112W SEC-0005 LOT 1 (36.87), SENE, E2SE
T026N R112W SEC-0008 E2NE, E2SE
BK 15 PG 193 WY SUBLETTE
T027N R112W SEC-0028 ALL
T027N R112W SEC-0029 E2SE
T027N R112W SEC-0032 SENE, E2SE, NENE
50178-00 USA EV-022935 10/01/1947 BK 43 PG 242 WY LINCOLN
T026N R112W SEC-0005 LOTS 5 AND 6
50180-00 USA EV-023229-A 07/01/1947 BK 89 PG 52 WY SUBLETTE
T027N R112W SEC-0021 LOTS 9, 10, 11, SWSW
<PAGE>
50181-00 USA W-20950 09/01/1947 BK 15 PG 206 WY SUBLETTE
T027N R112W SEC-0033 SE, NE4
T026N R112W SEC-0008 E2NE, E2SE
50182-00 USA W-039163 09/01/1947 BK 15 PG 206 WY SUBLETTE
T027N R112W SEC-0029 THAT PORTION OF THE GREEN RIVER THAT IS RIPARIAN TO
LOTS 2, 3, 4, 5, 8, 9, 10, 11, 12
50183-01 KENNETH BARLETT, GUARDIAN 10/29/1958 BK 22 PG 349 WY SUBLETTE
T027N R112W SEC-0029 S2NE, LOT 1 & LOT 6
50183-02 ATHOL L STOTTS, ET UX 01/23/1956 BK 15 PG 79 WY SUBLETTE
T027N R112W SEC-0029 S2NE, LOT 1 & LOT 6
50183-03 MARY MAXINE DELANEY, ET AL 01/23/1956 BK 15 PG 231 WY SUBLETTE
T027N R112W SEC-0029 S2N2, LOT 1 & LOT 6
50183-04 FLORENCE VICKREY, ET AL 01/23/1956 BK 15 PG 295 WY SUBLETTE
T027N R112W SEC-0029 S2N2, LOT 1 & LOT 6
50184-01 SELMER G LARSON, RECEIVER 06/21/1956 BK 18 PG 216 WY LINCOLN
T026N R112W SEC-0008 LOTS 8 (16.37), 9 (28.05), 10 (41.40), SWSW
50184-02 WILLIAM J MCGINNIS 06/21/1956 BK 18 PG 214 WY LINCOLN
T026N R112W SEC-0008 LOTS 8, 9, 10, SW4SW4, BED OF GREEN RIVER RIPARIAN
TO LOTS 8, 9, & 10
50185-00 BENEFICIAL OIL CO. 09/16/1959 BK 24 PG 537 WY SUBLETTE
T027N R112W SEC-0017 N2NE, SENE, NENW
T027N R112W SEC-0020 LOTS 1, 2 & 5, NENE, NWSE
T027N R112W SEC-0021 LOTS 2 (16.93), 3 (39.25), 4 (11.04), 5 (15.73),
6 (20.24), NWNW
50186-00 M F WHELAN LIVESTOCK COMPANY 01/25/1954 BK 9 PG 63 WY SUBLETTE
T027N R112W SEC-0029 INSOFAR AS LSE COVERS: LOT 7 (NW/4SE/4)
T027N R112W SEC-0032 INSOFAR AS LSE COVERS: NWNE, INCLUDING RIPARIAN
RIGHTS IN THE GREEN RIVER
50187-00 USA W-06206 05/01/1951 BK 84 PG 621 WY SUBLETTE
T030N R113W SEC-0009 E2
T030N R113W SEC-0015 N2NW, NWNE, S2N2, NENE, N2S2, SESW, S2SE
50198-00 USA W-10678 10/01/1950 BK 31 PG 213 WY SUBLETTE
<PAGE>
T029N R113W SEC-0025 S/2NE, N/2SE, SESE
50213-00 USA W-23002 03/01/1970 BK 58 PG 661 WY SUBLETTE
T030N R113W SEC-0008 SESW, NESW, SWSW
T030N R113W SEC-0017 NW, SW
50269-00 USA W-0322521 03/01/1966 BK 294 PG 638 WY LINCOLN
T026N R113W SEC-0009 SESW
50270-00 ST WY 63-11625 08/02/1963 BK 204 PG 257 WY LINCOLN
T026N R113W SEC-0016 ALL
50272-00 USA W-09156B 06/01/1948 BK 17 PG 283 WY LINCOLN
T026N R113W SEC-0008 NE, N2SE, SESE, E2NW
T026N R113W SEC-0009 W2W2M E2NW, NESW
50274-00 USA W-020123-A 04/01/1953 BK 21 PG 509 WY SUBLETTE
T027N R112W SEC-0004 SWSW
T027N R112W SEC-0005 SESE, LOT 4, S2NW, SW, N2SE, W2SE
T027N R112W SEC-0009 SWSW
T027N R112W SEC-0017 SE, SWNE
T027N R112W SEC-0029 W2NE
50275-00 USA W-025407A 05/01/1954 BK 34 PG 635 WY SUBLETTE
T027N R112W SEC-0031 LOTS 1, 2, 5, 6, 7, 8, 11, 12, E2NWNE, W2NWNE
T030N R113W SEC-0017 NW, SW
50276-00 USA W-020123 04/01/1953 BK 21 PG 509 WY SUBLETTE
T027N R112W SEC-0006 ALL
T027N R112W SEC-0008 W2NW, SENW, SW
T027N R112W SEC-0020 LOT 6, NW, N2SW, SWSW
50277-00 USA EV-023313 02/01/1948 BK286 PG 640 WY LINCOLN
T026N R112W SEC-0006 SWNE
50278-00 USA EV-023313 02/01/1948 BK
K286 PG 640 WY LINCOLN
T026N R112W SEC-0006 SESW, NESW, SWSW
<PAGE>
50279-00 USA W-024793 02/01/1954 BK 30 PG 138 WY LINCOLN
T026N R113W SEC-0014 SENW, SW
T026N R113W SEC-0022 NENE, SENE, SENW, SWNE
T026N R113W SEC-0023 N2NW, LOTS 1, 2, 3, 4
50280-00 USA W-022407 05/01/1954 BK 150 PG 334 WY SUBLETTE
T027N R112W SEC-0006 LOTS 3, 4, 7, 8, NENE, W2NE, NWSE, N2SWSE, SESWSE,
SWSWSE
50281-00 USA W-025410 05/01/1954 BK 22 PG 22 WY SUBLETTE
T027N R112W SEC-0030 LOTS 1, 2, 5, 6, E2W2
BK 30 PG 490 WY LINCOLN
T027N R112W SEC-0002 LOT 1
50282-00 USA W-025410-A 05/01/1954 BK 22 PG 22 WY SUBLETTE
T027N R112W SEC-0031 LOTS 3, 4, 7, 9, NWNENW, W2SE, S2SWNE, NESWNE
LOT 10, E2NENW, SWNENW, SENW, NWSWNE, E2SW
50283-00 USA EV-025440 03/01/1950 BK 22 PG 32 WY SUBLETTE
T027N R112W SEC-0007 NE, W2SE, E2SE
T027N R112W SEC-0018 S2NE, SE, N2NE
50284-00 USA EV-025440-A 03/01/1955 BK 22 PG 32 WY SUBLETTE
T027N R112W SEC-0019 E2
50285-00 USA W-033951 07/01/1955 BK 296 PG 257 WY SUBLETTE
T026N R113W SEC-0010 S2NE
50286-00 USA W-036054 04/01/1956 BK 21 PG 292 WY SUBLETTE
T027N R113W SEC-0027 NWNE
50287-00 USA W-038682 09/01/1956 BK 288 PG 52 WY LINCOLN
T026N R113W SEC-0002 LOTS 2, 3, 5, 6, 12
BK 70 PG 151 WY SUBLETTE
T027N R113W SEC-0035 W/2
50288-00 USA W-03682-A 09/01/1956 BK 88 PG 52 WY LINCOLN
T026N R113W SEC-0014 LOTS 3, 4
<PAGE>
50290-00 USA W-047412 09/01/1958 BK 88 PG 123 WY SUBLETTE
T027N R112W SEC-0009 LOT 1
50291-00 USA W-0499597412 06/01/1957 BK 23 PG 512 WY LINCOLN
T026N R112W SEC-0006 THAT PORTION OF THE BED OF GREEN RIVER RIPARIAN TO
LOT 7
50292-00 USA W-050961 09/01/1957 BK 24 PG 335 WY LINCOLN
TO26N R112W SEC-0006 LANDS COVERING ALL OF THE BED OF THE GREEN FIVER
LYING IN LOT 6 BETWEEN THE MEAN HIGH WATER MARKS
THEREOF, EXCEPTING THAT PORTION OF THE SAID RIVER
BED WHICH LIES RIPARIAN TO LOT 7 OF SEC 6. SAID
LANDS BEING ONLY THAT PORTION OF THE BED OF THE
GREEN RIVER APPURTENANT TO LOT 6.
50293-00 USA W-052064 02/01/1948 BK249 PG 232 WY LINCOLN
T026N R112W SEC-0007 LOT 5
T026N R112W SEC-0018 LOT 1, 2, 3,
50294-00 USA W-052065 02/01/1948 BK249 PG 232 WY LINCOLN
T026N R112W SEC-0006 LOT 1, 2, 3, 4, 5, 6, 7, 9
50295-00 USA W-05751 06/01/1951 BK 22 PG 39 WY SUBLETTE
T027N R112W SEC-0007 LOTS 1, 2, 3, 4, E2W2
T027N R112W SEC-0018 LOT 1, 2, E2NW, LOTS 3, 4, E2SW
50296-00 USA W-05751-A 06/01/1951 BK 22 PG 39 WY SUBLETTE
T027N R112W SEC-0019 LOT 1, 2, 3, 4, E2W2
50297-00 USA W-059584 03/01/1956 BK 18 PG 217 WY SUBLETTE
T027N R112W SEC-0030 THAT PORTION OF THE BED OF THE GREEN RIVER THAT IS
RIPARIAN TO LOTS 2, 4, 7, 8
50298-00 USA W-059584 03/01/1956 BK 18 PG 217 WY SUBLETTE
T027N R112W SEC-0031 THAT PORTION OF THE BED OF THE GREEN RIVER THAT IS
RIPARIAN TO LOTS 1, 2, 5, 6, 7, 8 11, 12
50299-00 USA W-059585 07/01/1947 BK 85 PG 49 WY SUBLETTE
T027N R112W SEC-0009 LOTS 2 (6.59), 3 (10.11)
T027N R112W SEC-0020 LOTS 3, (4.94), 4 (20.40)
50300-00 USA W-066369 07/01/1988 BK305 PG 26 WY LINCOLN
T026N R113W SEC-0015 S/2
50301-00 USA W-066370 10/11/1958 BK305 PG 30 WY LINCOLN
<PAGE>
T026N R112W SEC-0022 N2NW, NWNE, SWNW, NWSW
50302-00 USA EV-07798-E 09/01/1954 BK 30 PG 22 WY LINCOLN
T026N R113W SEC-0002 LOT 4 (41.5)
T026N R113W SEC-0010 SE
T026N R113W SEC-0011 N2NW, SENW, SW, W2NE, W2SE, LOTS 1, 2, 3, 4
T026N R113W SEC-0014 N2NW, SWNW, W2NE, W2SE, LOTS 1, 2
T026N R113W SEC-0015 N2N2
50303-00 USA EV-08051-B 04/01/1958 BK 86 PG 278 WY SUBLETTE
T027N R113W SEC-0027 E2NE, E2SWNE
50304-00 ST WY 0-11135 05/16/1951 BK 22 PG 430 WY LINCOLN
T026N R113W SEC-0013 ALL (RES PT LOT 37)
50305-00 ST WY 0-1137 05/16/1951 BK 22 PG 433 WY LINCOLN
T026N R113W SEC-0024 S2N2 (RES LOT 39)
50306-00 ST WY 0-11141E 05/16/1951 BK 21 PG 272 WY SUBLETTE
T027N R113W SEC-0036 ALL
50307-00 ANDERSON L MCGINNIS, ET UX 12/26/1956 BK 16 PG 336 WY SUBLETTE
T027N R112W SEC-0003 PARTS OF LOTS 3 & 4 DESCRIBED AS FOLLOWS: COMMENCING
AT A POINT ON THE EAST LINE OF SAID LOT 3, 325'
SOUTH OF THE OLD PARTITION FENCE, THENCE ALONG SAID
FENCE 89 DEGREES WEST TO THE WEST BOUNDARY OF SAID
LOT 4, THENCE SOUTH TO THE SW CORNER OF SAID LOT 4,
THENCE EAST TO THE SE CORNER OF SAID LOT 3, THENCE
NORTH TO THE PLACE OF BEGINNING.
THAT PART OF LOT 5 DESCRIBED AS FOLLOWS: COMMENCING
AT A POINT 1635' SOUTH OF THE QUARTER SECTION CORNER
ON THE NORTH LINE OF SAID SECTION AND RUNNING THENCE
EAST ALONG THE MCGINNIS MICKELSON PARTITION FENCE TO
THE GREEN RIVER, THENCE IN A SOUTHEASTERLY DIRECTION
ALONG GREEN RIVER TO THE EAST AND WEST QUARTER
SECTION LINE IN SAID SECTION 3, THENCE WESTERLY
ALONG SAID EAST AND WEST QUARTER SECTION LINE TO THE
CENTER OF SAID SECTION 3, THENCE NORTH TO THE PLACE
OF BEGINNING.
E2SW, NWSW, SWSW, S2NW, LOTS 8 & 9
T027N R112W SEC-0004 SE, SESW, S2NE, LOT 1
T027N R112W SEC-0008 E2NE
T027N R112W SEC-0009 NW, N2NE, N2SW, SESW, SWNE, S2SE, LOTS 1, 4, 5
<PAGE>
T027N R1112W SEC-0010 LOTS 2, 3, 7
50308-00 ST WY 0-11134 05/16/1951 BK 22 PG 439 WY LINCOLN
T026N R113W SEC-0012 ALL
50309-01 SELMER G LARSON 01/08/1957 BK 20 PG 434 WY LINCOLN
T026N R112W SEC-0007 SWSE, SESW, E2SE4
T026N R112W SEC-0017 LOTS 2, 3, 4, W2, SE
T026N R112W SEC-0018 LOT 4, E2W2, E2
T026N R112W SEC-0018 LOT 4, E2W2, E2
T026N R112W SEC-0019 LOTS 1, 2, 3, E2NW, NESW, NE4, N2SE4
T026N R112W SEC-0020 N2, N2S2
T026N R112W SEC-0021 W2NW, NWSW
50309-02 NEWT SIMS LARSON 12/15/1956 BK 20 PG 234 WY LINCOLN
T026N R112W SEC-0017 S2S2
T026N R112W SEC-0018 PART SESE E OF HWY 189
T026N R112W SEC-0019 PART E2NE, NESE E HWY 189
T026N R112W SEC-0020 N2, N2S2
T026N R112W SEC-0021 W2NW, NWSW, LOTS 2, 3, 6
50309-03 WILLIAM J MCGINNIS ET UX 11/13/1956 BK 19 PG 394 WY LINCOLN
T026N R112W SEC-0007 SWSE, SESW, E2SE4
T026N R112W SEC-0017 LOTS 2, 3, 4, N2SE, NW, N2SW
T026N R112W SEC-0018 W2NE, E2NW, NESW, SESW, LOT 4, SWSE, NE4, N2SE
T026N R112W SEC-0019 LOTS 1, 2, 3, E2NW, W2NE, NESW, NWSE, ALSO ALL THAT
PART OF THE SE4SE4
SEC 18; E2NE4, NE4SE4, SEC. 19 LYING WEST OF STATE
HWY 287, CENTER LOCATION OF SAID HWY BEING LOCATED
IN SAID SE4SE4, SECTION 18 AND E2NE4, NE4SE4, SEC.
19 AS FOLLOWS: 958 FEET WEST OF NE CORNER OF SE4SE5,
SEC. 18; 701 FEET WEST OF NE CORNER, SEC. 19; 554
FEET WEST OF EAST SECTION LINE ALONG THE HALF
SECTION LINE OF SEC. 19; AND 177 FEET WEST OF SE
CORNER OF SEC. 19, CONTAINING 1,375.10 ACRES, MORE
OR LESS.
50310-00 ST WY 0-11216B 05/16/1951 BK 3 PG 468 WY SUBLETTE
T027N R112W SEC-0016 W2
50311-00 USA W-048781 06/01/1956 BK 24 PG 339 WY SUBLETTE
T0276N R113W SEC-0035 E/2
<PAGE>
50312-00 ST WY 0-11136 05/16/1951 BK 22 PG 436 WY LINCOLN
T026N R112W SEC-0024 N2N2 (RES LOT 38)
NWSW (RES LOT 40)
50318-00 GEORGE E YEAMAN ET UX 11/29/1956 BK 20 PG 248 WY LINCOLN
T026N R112W SEC-0007 W2NE, NENE, LOT 3
T026N R112W SEC-0008 LOT 3, EXCEPT HWY TRACT
50319-00 WINSTON H ALLEMAN ET UX 02/26/1959 BK 32 PG 445 WY LINCOLN
T026N R112W SEC-0005 LOT 12
T026N R112W SEC-0006 THE FOLLOWING PARCELS SHOWN AND DESCRIBED ON LINCOLN
COUNTY METES AND BOUNDS PLAT NO. 1 FOR SW4SE4 AND
NW4SE4 SECTION 6-26-112 LINCOLN COUNT LOT 2: ALL
LINCOLN COUNT LOT 3: ALL
LINCOLN COUNTY LOT 8: ALL, EXCEPT FOR THE FOLLOWING
DESCRIBED PARCELS: BEGINNING AT THE SOUTH WEST
CORNER OF THE SOUTH WEST QUARTER OF THE SOUTH EAST
QUARTER (SW4SE4) OF SECTION SIX THENCE EAST ON THE
SECTION LINE BETWEEN SAID SECTIONS SIX (6) AND
SEVEN(7), TOWNSHIP TWENTY-SIX NORTH, RANGE ONE
HUNDRED TWELVE WEST OF THE 6TH P.M. IN WYOMING, A
DISTANCE OF 1043.35 FEET; THENCE NORTH A DISTANCE OF
835 FEET; THENCE WEST A DISTANCE OF 1043.35 FEET;
THENCE SOUTH ON THE MID-SECTION LINE OF SAID SECTION
SIX A DISTANCE OF 835 FEET TO THE POINT OF
BEGINNING.
TWO AND NINETY SEVEN HUNDREDTHS ACRES MORE OR LESS,
STARTING FROM A POINT 1043.35 FEET EAST AND 835 FEET
NORTH OF THE SOUTH WEST CORNER OF LINCOLN COUNTY,
LOT NUMBER 8 AS SHOWN UPON LINCOLN COUNTY METES AND
BOUNDS MAP NUMBER ONE, SECTION 6, TOWNSHIP 26 NORTH,
RANGE 112 WEST; THENCE IN A NORTHERLY DIRECTION
PARALLEL TO THE WEST BOUNDARY OF LINCOLN COUNTY LOT
NUMBER 8 TO THE NORTH BOUNDARY OF SAID LOT 8; THENCE
WEST ALONG THE NORTH BOUNDARY LINE OF SAID LOT
NUMBER 8 TO THE CORNER THAT IS 566.31 FEET FROM ITS
WESTERN BOUNDARY, THENCE IN A SOUTHERLY DIRECTION
PARALLEL TO THE WESTERN BOUNDARY OF LINCOLN COUNTY
LOT NUMBER 8 FOR A DISTANCE OF 271.35 FEE; THENCE IN
AN EASTERLY DIRECTION TO THE POINT OF BEGINNING.
LINCOLN COUNTY LOT 21: ALL
LA BARGE TOWN LOTS 5-12; INCLUSIVE IN BLOCK 1
51% OF LOTS 1 & 2, AND ALL OF LOTS 5-20, INCLUSIVE
IN BLOCKS 3 OF THE SECOND ADDITION AND LOT 23, BLOCK
1 OF THE ORIGINAL TOWNSITE.
THE FOLLOWING PARCELS SHOWN AND DESCRIBED ON LINCOLN
COUNTY METES AND BOUNDS PLATE NO. 2, FOR LOTS 8 &
11, SECTION 6-26-112
<PAGE>
LINCOLN COUNTY LOT 19: ALL
LINCOLN COUNTY LOT 20: ALL
50320-01 CYRIL HOUSLEY ET UX 11/14/1956 BK 19 PG 398 WY LINCOLN
T026N R112W SEC-0007 LOT 2, 4, NWSE, SENW, NESW
50320-02 AUGUSTA B MARX 11/19/1956 BK 19 PG 475 WY LINCOLN
T026N R112W SEC-0007 LOT 2, 4, SENW, NWSE, NESW
50322-00 ST WY 0-22646T UX 11/16/1958 BK 35 PG 543 WY LINCOLN
T026N R112W SEC-0001 ALL OF ORIGINAL SECTION 1
50324-00 JOHN E MARX ET UX 11/01/1956 BK 19 PG 353 WY LINCOLN
T026N R112W SEC-0006 E2SW, LOT 10
T026N R112W SEC-0007 LOT 1, NENW
50325-00 USA W-033913 11/01/1956 BK 22 PG 419 WY SUBLETTE
T028N R112W SEC-0033 W2NW, NWSE, NENE, S2NE, E2NW, NWNE, SWSE, E2SE
50329-01 WY STATE HWY COMMISSION 08/22/1958 BK 32 PG 379 WY LINCOLN
T026N R112W SEC-0006 STATE HIGHWAYS CROSSING FOLLOWING LANDS:
PARCEL 1: E2SE
PARCEL 2: LOT 11, SWSE
T026N R112W SEC-0007 STATE HIGHWAYS CROSSING FOLLOWING LANDS:
PARCEL 3: E2NE
PARCEL 4: E2SE
PARCEL 5: E2SE, SWSE
PARCEL 6: NWSE
PARCEL 7: LOT 3, NENE, W2NE
PARCEL 8: W2NE
PARCEL 9: NENW, LOT 1
PARCEL 10: PARCEL OF LAND INCLUDED WITHIN THE RIGHT
OF WAY OF THE STAT HIGHWAY PROJECT L. N.
-10 & F.A. PROJECT 158A, KNOWN AS THE
KEMMERER-MARBLETON ROAD, SAID RIGHT-OF-
WAY BEING 80' WIDE AND LYING 40' ON
EITHER SIDE AND BEING EQUIDISTANT FROM A
CERTAIN CENTER LINE DESCRIBED BY COURSES
AND DISTANCES AS FOLLOWS: BEGINNING AT
A POINT DESIGNATED IN THE FIELD NOTES OF
THE SURVEY OF THE ABOVE MENTIONED
HIGHWAY AS STATION 1276 40.0, SAID POINT
BEING ON THE SOUTH BOUNDARY LINE OF NESE
OF SECTION 19-26N-112W, 6TH P.M.; AND N
17 DEGREE 11' W A DISTANCE OF 1129.9'
FROM POINT WHICH IS N 31 DEGREE 48' W A
DISTANCE OF 337.3' FROM A POINT WHICH IS
EAST A DISTANCE OF 250' FROM THE SE
CORNER OF SECTION 19, AFORESAID; THENCE
N 17 DEGREE 11' W A DISTANCE OF 1076.2'
TO A POINT OF AN 8 DEGREE 00' CURVE TO
<PAGE>
THE RIGHT, THE RADIUS OF WHICH IS
716.2', THENCE ALONG SAID CURVE THROUGH
AN ANGLE OF 16 DEGREE 00', A DISTANCE OF
200'; THENCE N 1 DEGREE 11; W A DISTANCE
OF 2142.3'; THENCE N 1 DEGREE 21' E
145.2' TO POINT OF A 10 DEGREE 00' CURVE
TO THE LEFT, THE RADIUS OF WHICH IS
573'; ALONG SAID CURVE THROUGH AN ANGLE
OF 21 DEGREE 40' A DISTANCE OF 216.7;
THENCE N 20 DEGREE 19' W A DISTANCE OF
484.3" TO A POINT OF A 6 DEGREE 00' CURE
TO THE RIGHT, THE RADIUS OF WHICH IS
954.9'; THENCE ALONG SAID CURVE THROUGH
AN ANGLE OF 11 DEGREE 23' A DISTANCE OF
189.7; THENCE N 8 DEGREE 56' W A
DISTANCE OF 2582.7' TO THE POINT OF A 5
DEGREE 00' CURVE TO THE RIGHT, THE
RADIUS OF WHICH IS 1145.9'; THENCE ALONG
SAID CURVE, THROUGH AN ANGLE OF 9 DEGREE
11' A DISTANCE OF 183.7'; THENCE N 0
DEGREE 15' E A DISTANCE OF 4889.2, THE
END, WHICH IS STATION 1397 50 OF SAID
SURVEY, WHICH POINT IS ON THE E & W
CENTER LINE OF SECTION 7, 26N-112W OF
THE 6TH P.M.
T026N R112W SEC-0018 STATE HIGHWAYS CROSSING FOLLOWING LANDS:
PARCEL 4: E2SE, E2NE
PARCEL 5: NE
T026N R112W SEC-0019 STATE HIGHWAYS CROSSING FOLLOWING LANDS:
PARCEL 4: NESE, E2NE
PARCEL 5: NENE
PARCEL 10: SEE METES AND BOUNDS DESCRIBED IN
SECTION 7
T026N R112W SEC-0020 STATE HIGHWAYS CROSSING FOLLOWING LANDS:
PARCEL 4: NWSW
50343-00 USA W 05749 05/01/1951 BK 46 PG 707 WY SUBLETTE
T027N R112W SEC-0010 LOT 1, NENE, S2NE
T027N R112W SEC-0011 NE
T027N R112W SEC-0012 S2N2, SE
T027N R112W SEC-0013 E2
50344-00 USA W-066702 07/01/1947 BK 89 PG 139 WY SUBLETTE
T027N R112W SEC-0010 LOT 4 AND 5
50346-00 USA W-278782 04/01/1971 BK 46 PG 707 WY SUBLETTE
T027N R112W SEC-0001 SE
<PAGE>
T027N R112W SEC-0012 N2NE
50347-00 USA EV-023053 01/01/1948 BK 84 PG 704 WY SUBLETTE
T027N R112W SEC-0015 E2NE
50348-00 USA EV-023053-A 01/01/1948 BK 84 PG 704 WY SUBLETTE
T027N R112W SEC-0015 E2SE
50349-00 USA EV-023057 01/01/1948 BK 89 PG 145 WY SUBLETTE
T027N R112W SEC-0010 SE
T027N R112W SEC-0015 W2NE
50350-00 USA EV-023057-A 01/01/1948 BK 89 PG 145 WY SUBLETTE
T027N R112W SEC-0015 W2SE
50351-00 USA EV-023066 01/01/1948 BK 89 PG 105 WY SUBLETTE
T027N R112W SEC-0010 E2SW, LOTS 6, 8
T027N R112W SEC-0015 E2NW, SWNW, LOT 1
50352-00 USA EV-023066-A 01/01/1948 BK 89 PG 105 WY SUBLETTE
T027N R112W SEC-0015 SW
50353-00 USA W-053031 09/01/1957 BK 87 PG 702 WY SUBLETTE
T027N R112W SEC-0015 PORTION OF BED OF GREEN RIVER RIPARIAN
TO LOT 2 MORE FULLY DESC. BY METES & BOUNDS IN LSE.
50354-00 USA W-066701 08/01/1949 BK 89 PG 139 WY SUBLETTE
T027N R112W SEC-0010 PORTION OF BED OF GREEN RIVER THAT IS RIPARIAN TO
LOTS 1, 4, 5, 6, 8
T027N R112W SEC-0015 PORTION OF BED OF GREEN RIVER THAT IS RIPARIAN TO
LOT 1
ALL ACRES SHOWN IN SEC 10
50355-00 USA W-07828 08/01/1951 BK 69 PG 587 WY SUBLETTE
T028N R112W SEC-0003 LOTS 7 (NENW), 8 (NWNW), S2NW, N2SW
50362-00 USA W-01332 05/01/1950 BK 31 PG 266 WY SUBLETTE
T029N R113W SEC-0026 SESE, SWSE, N2SE, S2NE, SENW
50365-00 USA EV-013494 12/31/1938 BK 31 PG 333 WY SUBLETTE
T029N R113W SEC-0014 SW, W2SE, S2NW, SWNE
T029N R113W SEC-0023 E2
50380-00 USA W-60577 11/01/1977 BK 73 PG 208 WY SUBLETTE
T028N R111W SEC-0029 W2
T028N R111W SEC-0030 LOTS 1, 2, 3, 4, E2, E2W2
<PAGE>
T028N R111W SEC-0031 NE, E2SE
T027N R111W SEC-0032 W2
50384-00 USA W-62791 05/01/1978 BK 65 PG 556 WY SUBLETTE
T028N R111W SEC-0025 E2 LOT 1 (20.64 AC) LOT 3 (41.1 AC) 40.82 AC)
LOT 6 (30.22 AC) LOT 7 (40.54 AC), SESWNE, SENESW,
SESW, W2SE
T028N R111W SEC-0031 LOTS 1 (NWNW), 2(SWNW), E2NW, W/2SE
LOTS 3 (NWSW), 4 (SWSW), E2SW
50431-00 USA EV-022769-A 12/31/1938 BK 88 PG 767 WY SUBLETTE
T029N R113W SEC-0001 LOTS 3, 4, S2NW, SW
T029N R113W SEC-0002 LOTS 1, 2, 3, 4, S2NE SENW, S2
50432-00 USA EV-0177710-B 12/31/1938 BK 54 PG 228 WY SUBLETTE
T030N R113W SEC-0028 E2
T030N R113W SEC-0034 N2SW, SE, SESW
50434-00 USA EV-017710-A 12/31/1938 BK 54 PG 228 WY SUBLETTE
T030N R113W SEC-0034 SWSW
50435-00 USA EV-022769 12/31/1938 BK 88 PG 767 WY SUBLETTE
T029N R113W SEC-0003 LOTS 1 32.83), 2 (32.18) 3 (31.53), 4 (30.88)
S/2N/2, SW, S/2SE, NWSE
T029N R113W SEC-0004 LOTS 1 (31.11), 2(32.20)M 3 (33.30), S/2NE, SENW,
NESW, N/2SE
T030N R113W SEC-0033 E/2, E/2W/2
55787-01 KATHLEEN ANN MILLER 08/31/1986 BK 77 PG 548 WY SUBLETTE
T029N R113W SEC-0011 W2NW
55787-02 ROBERT M MILLER JR ET UX 08/13/1986 BK 77 PG 554 WY SUBLETTE
T029N R113W SEC-0011 W2NW
55787-03 MATTHEW DANIEL MILLER 08/13/1986 BK 77 PG 550 WY SUBLETTE
T029N R113W SEC-0011 W2NW
55787-04 PATRICIA M ROBERTS ET VIR 08/13/1986 BK 77 PG 552 WY SUBLETTE
T029N R113W SEC-0011 W2NW
55787-05 PRISCILLA KYSAR ET VIR 08/13/1986 BK 77 PG 546 WY SUBLETTE
T029N R113W SEC-0011 W2NW
55787-06 ALBERT E SCHWABACHER ET AL 04/13/1988 BK 81 PG 655 WY SUBLETTE
T029N R113W SEC-0011 W2NW
57047-00 USA W-01763 09/01/1950 BK PG WY SUBLETTE
T029N R113W SEC-0002 SWNW
<PAGE>
T029N R113W SEC-0003 NESE
57790-00 USA W-01763 03/01/1986 BK274 PG 531 WY LINCOLN
T029N R112W SEC-0013 LOTS 1 & 2
57808-00 USA EV-026240 11/01/1950 BK305 PG 95 WY LINCOLN
T026N R113W SEC-0023 NWNE
57809-00 USA W-059091 08/01/1949 BK 89 PG 139 WY SUBLETTE
T027N R112W SEC-0009 THAT PORTION OF THE BED OF THE GREEN RIVER THAT IS
RIPARIAN TO LOTS 1, 2, & 3
T027N R112W SEC-0009 THAT PORTION OF THE BED OF THE GREEN RIVER THAT IS
RIPARIAN TO LOTS 3 & 4
57810-00 USA W-025765 06/01/1954 BK305 PG 89 WY LINCOLN
T0276 R112W SEC-0002 LOTS 7, 8, 9, 10, & 11
57821-00 JOSEPH W KRALL 03/23/1989 BK 82 PG 551 WY SUBLETTE
T027N R113W SEC-0032 SESE
T027N R113W SEC-0033 S/SW
57821-02 SUSAN K DONALDSON ET VIR 03/23/1989 BK 82 PG 643 WY SUBLETTE
T027N R113W SEC-0032 SESE
T027N R113W SEC-0033 S/2SW
57821-03 SALLY ORR, ET VIR 03/23/1989 BK 82 PG 641 WY SUBLETTE
T027N R113W SEC-0032 SESE
T027N R113W SEC-0033 S/2SW
57821-04 JUDY BETKA, ET VIR 03/23/1989 BK 82 PG 645 WY SUBLETTE
T027N R113W SEC-0032 SESE
T027N R113W SEC-0033 S/2SW
57821-05 NANCY JO T KNADLER, ET VIR 03/22/1989 BK 82 PG 549 WY SUBLETTE
T027N R113W SEC-0032 SESE
T027N R113W SEC-0033 S/2SW
57821-06 TED E MILLER 03/29/1989 BK 82 PG 635 WY SUBLETTE
T027N R113W SEC-0032 SESE
T027N R113W SEC-0033 S/2SW
57821-07 FRANK T MILLER 03/29/1989 BK 82 PG 637 WY SUBLETTE
T027N R113W SEC-0032 SESE
T027N R113W SEC-0033 S/2SW
57821-08 MARILYN JAMES, ET VIR 03/31/1989 BK 82 PG 639 WY SUBLETTE
T027N R113W SEC-0032 SESE
<PAGE>
T027N R113W SEC-0033 S/2SW
57964-00 USA WYW-034923 10/01/1950 BK314 PG 254 WY LINCOLN
T0267N R113W SEC-0008 SWSE
75007-00 USA WY-088276 07/01/1961 BK 50 PG 61 WY LINCOLN
T026N R113W SEC-0011 SWNW
75012-00 USA EV-021976 04/01/1949 BK 18 PG 130 WY LINCOLN
T026N R113W SEC-0005 LOT 3, INSOFAR AS THE ABOVE LANDS COVER THE RIGHTS
FROM THE SFC TO THE STRAT EQUIVALENT OF THE BASE OF
HILLARD (BAXTER SHALE) AS DEFINED @ 6260 FEET IN THE
MOBIL T-51X-5 WELL, LOCATED IN LOT 2 OF SEC 5
TOWNSHIP 26 NORTH, RANGE 113 WEST, "Excepting AND
RESERVING UNTO MOBIL" THE STRAT EQUIVALENT OF
INTERVAL BETWEEN 4758' AND THE FAULT, @5425' LOCATED
IN THE MOBIL T84-6-G WELL, LOCATED IN LOT 10 OF
SECTION 6, TOWNSHIP 26 NORTH, RANGE 113 WEST.
LOT 6, INSOFAR AS THE ABOVE LANDS COVER THE RIGHTS
FROM THE SFC TO THE STRAT EQUIVALENT OF THE BASE OF
HILLARD (BAXTER SHALE) AS DEFINED @ 6260 FEET IN THE
MOBIL T-51X-5 WELL, LOCATED IN LOT 2 OF SEC 5
TOWNSHIP 26 NORTH, RANGE 113 WEST, "Excepting AND
RESERVING UNTO MOBIL" THE STRAT EQUIVALENT OF
INTERVAL BETWEEN 4758' AND THE FAULT, @5425' LOCATED
IN THE MOBIL T84-6-G WELL, LOCATED IN LOT 10 OF
SECTION 6, TOWNSHIP 26 NORTH, RANGE 113 WEST.
75013-00 USA EV-025792 09/01/1946 BK314 PG 218 WY LINCOLN
T026N R113W SEC-0005 LOT 1, INSOFAR AS THE ABOVE LANDS COVER THE RIGHTS
FROM THE SFC TO THE STRAT EQUIVALENT OF THE BASE OF
HILLARD (BAXTER SHALE) AS DEFINED @ 6260 FEET IN THE
MOBIL T-51X-5 WELL, LOCATED IN LOT 2 OF SEC 5
TOWNSHIP 26 NORTH, RANGE 113 WEST, "Excepting AND
RESERVING UNTO MOBIL" THE STRAT EQUIVALENT OF
INTERVAL BETWEEN 4758' AND THE FAULT, @5425' LOCATED
IN THE MOBIL T84-6-G WELL, LOCATED IN LOT 10 OF
SECTION 6, TOWNSHIP 26 NORTH, RANGE 113 WEST.
LOT 7, INSOFAR AS THE ABOVE LANDS COVER THE RIGHTS
FROM THE SFC TO THE STRAT EQUIVALENT OF THE BASE OF
HILLARD (BAXTER SHALE) AS DEFINED @ 6260 FEET IN THE
MOBIL T-51X-5 WELL, LOCATED IN LOT 2 OF SEC 5
TOWNSHIP 26 NORTH, RANGE 113 WEST, "Excepting AND
RESERVING UNTO MOBIL" THE STRAT EQUIVALENT OF
INTERVAL BETWEEN 4758' AND THE FAULT, @5425' LOCATED
IN THE MOBIL T84-6-G WELL, LOCATED IN LOT 10 OF
SECTION 6, TOWNSHIP 26 NORTH, RANGE 113 WEST.
LOT 8, INSOFAR AS THE ABOVE LANDS COVER THE RIGHTS
FROM THE SFC TO THE STRAT EQUIVALENT OF THE BASE OF
HILLARD (BAXTER SHALE) AS DEFINED @ 6260 FEET IN THE
MOBIL T-51X-5 WELL, LOCATED IN LOT 2 OF SEC 5
<PAGE>
TOWNSHIP 26 NORTH, RANGE 113 WEST, "Excepting AND
RESERVING UNTO MOBIL" THE STRAT EQUIVALENT OF
INTERVAL BETWEEN 4758' AND THE FAULT, @5425' LOCATED
IN THE MOBIL T84-6-G WELL, LOCATED IN LOT 10 OF
SECTION 6, TOWNSHIP 26 NORTH, RANGE 113 WEST.
75021-00 USA W-104985 08/01/1987 BK263 PG 159 WY LINCOLN
T026N R111N SEC-0008 N2NW, SENW
75022-00 USA WYW-102101 11/01/1986 BK263 PG 163 WY LINCOLN
T026N R111N SEC-0008 N2NW, SWNW, SWSW
T026N R111N SEC-0022 SWNW, S2
T026N R111N SEC-0028 NENE
75047-00 USA WYW-11667 12/01/1988 BK314 PG 241 WY LINCOLN
T026N R114W SEC-0011 NE, S2
T025N R114W SEC-0012 LOTS 1-12, W/2
T025N R114W SEC-0013 LOTS 1-12, W/2
75052-00 CARL TAYLOR, ET UX 04/22/1959 BK 34 PG 187 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS:
BLOCK 1: LOTS 3 & 19 = .13774 AC
BLOCK 3: LOTS 1, 2, 3, 4, 8, 9, 10, 11 AND 12 =
.61983 AC
<PAGE>
BLOCK 12: LOTS 1,2,3,4,5,6,7, AND 8 -.55096 ACRES
75054-00 C J PAYNE, ET UX 03/07/1959 BK 34 PG 183 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 2: LOTS 27,28,29
BLOCK 5: LOTS 15,16
BLOCK 7: LOT 15
CONTAINING .41322 ACRES
75055-00 JAMES A DEGRAW, ET UX 03/07/1959 BK 34 PG 181 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 7: LOTS 6,7,8,9,10
BLOCK 11: LOT 1
CONTAINING .41322 ACRES
75056-00 CECIL J STUDT, ET UX 03/07/1959 BK 34 PG 179 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK A: RIVER VIEW ADDITION LOT 3
BLOCK C: RIVER VIEW ADDITION LOTS 1,2,3,4,5,6,7,8
BLOCK 5: LOTS 1,2,3,4,5,6,7,8,17,18,19,20,21,22,23
CONTAINING 1.65309 ACRES
75057-00 CYRIL HOUSLEY, ET UX 03/07/1959 BK 34 PG 177 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS SECOND ADDITION, BLOCK 1: LOTS 3 AND 4
CONTAINING .289254 ACRES
75058-01 THERESA R DECKER 03/07/1959 BK 34 PG 175 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 6: LOTS 3 & 4
BLOCK 6: SOUTHERLY 8 FEET OF LOT 2
75059-00 WM R DEGRAW, ET UX 03/12/1959 BK 34 PG173 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 7: LOT 13 & 14
CONTAINING .13774 ACRES
75060-00 ROBERT A DEGRAW, ET UX 03/12/1959 BK 34 PG 171 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 10: LOTS 1,2,3
CONTAINING .20661 ACRES
75061-00 MARIE F IVERSON 03/12/1959 BK 34 PG 169 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 6: LOTS 23,24,25, AND 26
CONTAINING .27548 ACRES
75062-00 NEIL HACKLIN, ET UX 03/18/1959 BK 34 PG 167 WY LINCOLN
<PAGE>
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS RIVER VIEW ADDITION
BLOCK B: LOTS 13,14,15, AND 16 = .27598 AC
75063-01 ELLIS E ALEXANDER, ET UX 03/18/1959 BK 34 PG 165 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 4: LOTS 1,2,3,4,5,6, AND 7
CONTAINING .48209 ACRES
75063-02 FRANK ZAGAR, ET UX 07/15/1959 BK 41 PG 104 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 4: LOTS 3,4,5,6, AND 7
75064-00 GERALD C HALE, ET UX 03/18/1959 BK 34 PG 163 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 6: LOTS 27, 28, 29, 30, 31 AND 32
CONTAINING .41322 ACRES
75065-00 JOHN E GAULT, ET UX 03/20/1959 BK 34 PG 161 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 8: LOTS 8,9, AND 10
CONTAINING .20661 ACRES
75066-00 JOHN EDLUND, ET UX 03/20/1959 BK 34 PG 159 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 4: LOTS 8-10 .20661 ACS.
BLOCK 10: LOTS 11-14 AND 16 .34435 ACS.
75067-00 WALTER J CRANOR, ET UX 03/20/1959 BK 34 PG 157 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
BLOCK 5: LOTS 9-11 .20661 ACS.
BLOCK 8: LOTS 11-15 .34435 ACS
75068-00 HOLGER JOHNSON, ET UX 03/20/1959 BK 34 PG 155 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
BLOCK 2: LOTS 13-16 .27548 ACRES
75069-00 JESSE R GAULT, ET UX 03/21/1959 BK 34 PG 153 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
BLOCK 11: LOTS 5,6,7, AND 8
CONTAINING .27548 ACRES
75070-00 PETE SUNDGREN, ET UX 03/23/1959 BK 34 PG 151 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
BLOCK 2: LOTS 6,7 & 8; .20661 AC.
75071-00 NORMAN KIEFFER, ET UX 03/23/1959 BK 34 PG 149 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
<PAGE>
BLOCK 7: LOT 4 & 5; .13774 AC.
75072-00 ARVEL A DAVID, ET UX 03/23/1959 BK 34 PG 147 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
BLOCK 6: LOTS 20-22 .20661 ACRES
75073-00 ERIC WALLIN 03/23/1959 BK 34 PG 145 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
BLOCK 4: LOTS 12-13 .13774 ACS.
75074-00 JOHN PEARSON 03/23/1959 BK 34 PG 143 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
RIVER VIEW ADDITION. BLOCK A LOT 6 .06887 ACS.
75075-00 DONALD L STUDT, ET UX 03/23/1959 BK 34 PG 141 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
RIVER VIEW ADDITION. BLOCK A LOTS 7-11 .34435 ACS.
75076-00 GEORGE VICKREY, ET UX 03/25/1959 BK 34 PG 139 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 2: LOTS 22-26 .34435 ACRES
BLOCK 6: LOTS 18-19 .13774 ACRES
BLOCK 7: LOTS 1-2 .13774 ACRES
75077-00 NELS OSTROM 03/26/1959 BK 34 PG 137 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 2: LOT 10 .06887 ACRES
75078-00 JOHN WESTERLUND 03/26/1959 BK 34 PG 135 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 2, LOT 9 .06887 ACS.
75079-00 SAM OHME 03/26/1959 BK 34 PG 133 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 4: LOT 14; .06887 AC.
75080-00 RALPH V WHITE, ET UX 03/26/1959 BK 34 PG 131 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
RIVER VIEW ADDITION BLOCK E: LOTS 9,10,12,13;
.309915 AC.
75081-00 CARL KULINSKY, ET UX 03/26/1959 BK 34 PG 127 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
RIVER VIEW ADDITION BLOCK A: LOTS 1&2; .13774 AC.
75082-00 C E TALCOTT, JR, ET UX 03/26/1959 BK 34 PG 129 WY LINCOLN
TO26N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
<PAGE>
BLOCK 5: LOT 26; .06887 AC.
75083-00 OLIVER E GREGORY, ET UX 03/30/1959 BK 34 PG 125 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
BLOCK 1: LOTS 8,9,10,24,25; .34435 AC.
75084-00 J. THOMAS HALL, ET UX 03/30/1959 BK 34 PG 123 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 5: LOTS 27,28 & 29; .20661 AC.
75085-00 PETE M GOLICH, ET UX 03/30/1959 BK 34 PG 121 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 1, LOTS 1 AND 2 .13774 ACS.
75086-00 VINCENT A GUYETTE 03/30/1959 BK 34 PG 105 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
RIVER VIEW ADDITION. BLOCK B LOTS 11 & 12 .13774
ACS.
75087-00 AARON NEALE JONES, ET UX 03/26/1959 BK 34 PG 119 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS RIVER VIEW ADDITION. BLOCK D LOTS 1,2,3,4
.27548 ACS
75088-00 ALVIN VALLETT, ET UX 04/02/1959 BK 34 PG 117 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 11: LOTS 2,3,4; .20661 AC.
75089-01 LESLIE C VASEY, ET UX 04/06/1959 BK 34 PG 115 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 7: LOT 3; .06887 AC
SECOND ADDITION, BLOCK 3: LOTS 1 & 2; 1.61 AC.
75090-00 SCHOOL DISTRICT NO. 1 04/13/1959 BK 34 PG 113 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 8: LOTS 1,2,3,4,5,6,7; .48209 AC.
75091-00 VIRGIL V BAILEY, ET UX 03/07/1959 BK 34 PG 97 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
BLOCK 5: LOT 14; .06887 AC.
BLOCK 6: LOTS 5,6,7,8,9 AND 10; .41322 AC.
BLOCK 7: LOT 16; .06887 AC.
75092-00 DON WAGNER, ET UX 04/20/1959 BK 34 PG 111 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 2: LOTS 30, 31 & 32; .20661 AC.
75093-00 JIMMY DE GRAW, ET UX 04/06/1959 BK 33 PG 419 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
<PAGE>
RIVER VIEW ADDITION BLOCK D: LOTS 5 & 6; .13774 AC.
75094-00 VELMA WILSON, ET AL 04/20/1959 BK 34 PG 109 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
BLOCK 4: LOT 11; .06887 AC.
75095-00 HERMAN PIZ, ET AL 04/22/1959 BK 34 PG 107 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 3; LOTS 13 & 14; .41322 AC.
75096-00 GORDON GUYETTE, ET UX 06/02/1959 BK 34 PG 103 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
RIVER VIEW ADDITION BLOCK D: LOT 7; .06887 AC.
75097-00 ALEX J BERTAGNOLLI 05/09/1959 BK 34 PG 99 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
BLOCK 2: LOTS 1,2,3,17,18,19,20 & 21; .55096 AC.
75098-00 PAUL I BERTAGNOLLI, ET UX 06/04/1959 BK 34 PG 101 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 2: LOT 4 & 5; .13774 AC.
75099-01 C.J. YATES 10/31/1959 BK 41 PG 98 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS BLOCK 1: LOT 26
75100-00 LEO MANSKE, ET UX 10/12/1959 BK 41 PG 100 WY LINCOLN
T026N R112W SEC-0006 TOWNSITE OF LABARGE (FORMERLY TULSA) THE FOLLOWING
LOTS
RIVER VIEW ADDITION BLOCK A: LOTS 12,13,14 & 16
75110-00 USA WYW-124999 10/01/1991 BK303 PG 145 WY LINCOLN
T025N R112W SEC-0022 ALL
75148-00 USA WYW-125960 01/01/1992 BK314 PG 43 WY LINCOLN
TO25N R112W SEC-0024 LOT 1
75158-00 USA WY-42788 01/01/1974 BK314 PG 223 WY LINCOLN
TO25N R112W SEC-0024 W2NE, W2SE, LOTS 2,3,4
T025N R112W SEC-0025 N2NW, SENW, SW, SWNW, W2NE, W2SE, LOTS 1,2,3,4
75174-00 USA EV-07675(C) 11/01/1965 BK 88 PG 535 WY SUBLETTE
T027N R113W SEC-0034 E2E2
BK311 PG 679 WY LINCOLN
T026N R113W SEC-0003 LOT 1
<PAGE>
75175-00 USA EV-07798(C) 09/01/1964 BK311 PG 221 WY LINCOLN
T026N R113W SEC-0003 SWSE
T026N R113W SEC-0010 W2SW
75176-00 USA EV-07798(D) 09/01/1964 BK311 PG 226 WY LINCOLN
TO26N R113W SEC-0003 E2SE, LOTS 8 AND 9
T026N R113W SEC-0010 E2SW, N2NE
75177-00 USA EV-08051(A) 02/01/1948 BK 88 PG 511 WY SUBLETTE
T027N R113W SEC-0027 NENW, W2SWNE
75178-00 USA EV-024168 11/01/1947 BK 36 PG 108 WY SUBLETTE
T027N R113W SEC-0027 NWSE
75179-00 USA WY-040934 06/01/1956 BK 36 PG 222 WY SUBLETTE
T027N R113W SEC-0027 NESE
75180-00 USA WY-041447 06/01/1956 BK 36 PG 227 WY SUBLETTE
TO27N R113W SEC-0027 SESE
75181-00 USA WY-088274 07/01/1961 BK 50 PG 67 WY LINCOLN
T026N R113W SEC-0002 SW
75182-00 USA WY-088275 07/01/1961 BK 50 PG 64 WY LINCOLN
T026N R113W SEC-0002 W2SE, LOTS 13, 14
<PAGE>
50002-00 ENGER K CHRISMAN 06/18/1947 BK 5 PG 3 WY SUBLETTE
T029N R113W SEC-0010 SENE, NWSE
50004-00 USA W-10676 08/01/1949 BK PG WY SUBLETTE
T029N R113W SEC-0013 W/2 SW/4 S/2 NW/4, SW/4 NE/4, NE/4 SW/4
T029N R113W SEC-0023 W/2 W/2
50012-00 CLIFTON FEAR, ET AL 04/12/1955 BK 11 PG 449 WY SUBLETTE
T029N R113W SEC-0009 E2SW, SE
T029N R113W SEC-0010 SWNW, SWSE, SW
T029N R113W SEC-0015 N2N2
50023-00 USA W-05689 06/01/1951 BK PG WY SUBLETTE
T028N R114W SEC-0033 W/2SWSW, E/2SWSW, SESW
50025-00 USA W-17208 03/01/1969 BK PG WY SUBLETTE
T028N R114W SEC-0032 LOTS: NE PART OF 17, 18, 19, 20
ALL LOT 17 EXCEPT NE
50030-00 USA W-21124 06/01/1951 BK 34 PG 174 WY SUBLETTE
T030N R113W SEC-0004 LOTS 3, 4
T030N R113W SEC-0005 LOT 1, SENE, SW
LOTS 2,3,4, SWNE, S2NW
T030N R113W SEC-0006 SENE, NESE, LOTS 1,2, SWNE
50032-00 USA W-02736 12/01/1950 BK 33 PG 343 WY SUBLETTE
T031N R113W SEC-0028 SWNW, NWSW
T031N R113W SEC-0029 N2, SE, SW
T031N R113W SEC-0031 E2NE, NESE
LOTS 1-4, E2W2, W2NE, S2SE, NWSE
T031N R113W SEC-0032 W2, W2SE, E2E2, W2NE
T031N R113W SEC-0033 NWNW, S2NW, SW, SWNE, SE
50034-00 USA W-05958 07/01/1951 BK PG WY LINCOLN
T025N R113W SEC-0031 S2 LOT 3, LOT 4, W2 LOT 5, SWNESW
N2 LOT 3, E2 LOT 5, N2NESW, SENESW
50035-00 EDGAR F HERSCHLER ET UX 09/19/1953 BK 5 PG 398 WY LINCOLN
T024N R114W SEC-0000 RESURVEY TRACT 50 BEING THE WEST 3/4 AND
RESURVEY TRACT 55 BEING ALL
<PAGE>
RESURVEY TRACT 49 BEING THE WEST 40 ACRES
50036-00 ARNOLD A LARSON ET UX 09/18/1953 BK 5 PG 361 WY LINCOLN
T024N R114W SEC-0000 TRACT 46-B (ORIGINALLY SESW SEC. 2)
TRACT 45 BEING THE CENTER 1/3 (ORIGINALLY THE NWNW
SEC. 11)
TRACT 50 BEING THE MOST EASTERLY 1/4, ORIGINALLY
SWNE SEC. 3 (42.79 AC)
PORTION OF TRACT 48, ORIGINALLY SENE SEC. 3
(41.83 AC)
TRACT 45 BEING THE MOST WESTERLY 1/3, ORIGINALLY
NENE SEC. 10
TRACT 49 BEING THE MOST EASTERLY 80 ACRES,
ORIGINALLY W2SE SEC. 3
T024N R114W SEC-0002 LOTS 16 (39.10), 17 (5.71), 18 (6.48)
T024N R114W SEC-0003 LOTS 12 (22.51), 13 (20.35)
LOTS 14 (17.84), 18 (17.84)
50037-00 ST WY 08945 09/16/1949 BK 5 PG 382 WY LINCOLN
T025N R114W SEC-0036 SESE LOT 40, E2SWSE LOT 40
ALL LESS AND EXCEPT SESE LOT 40, E2SWSE LOT 40
50038-00 USA W-01902 03/01/1950 BK 10 PG 134 WY LINCOLN
T024N R114W SEC-0003 W2 LOT 10 AND LOT 11, E2 LOT 10
50039-00 USA EV-024522-A 11/01/1948 BK 32 PG 228 WY LINCOLN
T023N R112W SEC-0021 SESE
50040-00 USA EV-024521-A 11/01/1948 BK PG WY LINCOLN
T023N R112W SEC-0022 SESE
50041-00 USA EV-024522 11/01/1948 BK 32 PG 228 WY LINCOLN
T023N R112W SEC-0015 SENW, S2NE, SE, E2SW, N2N2, SWNW, E2SW
T023N R112W SEC-0021 NE, N2SE, SWSE
T023N R112W SEC-0028 NE
50042-00 USA EV-24521-B 11/01/1948 BK PG WY LINCOLN
T023N R112W SEC-0022 N2, N2S2, S2SW, SWSE
T023N R112W SEC-0023 NWNW, NE, NENW, S2NW, S2
T023N R112W SEC-0027 NW, N2NE
50059-00 CHAMPLIN PETROLEUM CO. 10/03/1973 BK108 PG 437 WY LINCOLN
<PAGE>
T022N R112W SEC-0021 E2SW, SE, SENW, S2NE
50065-00 USA W-0127851 10/01/1961 BK PG WY SUBLETTE
T030N R113W SEC-0013 SWNE, SE
50066-00 USA W-02274 08/01/1950 BK PG WY SUBLETTE
T030N R113W SEC-0013 NENW, S2NW
T030N R113W SEC-0024 SE, NESW, E2NE, NWNE, E2NW
50067-00 USA W-02274-A 08/01/1950 BK PG WY SUBLETTE
T030N R113W SEC-0013 NWNW
50068-00 USA EV-024526-G 12/01/1948 BK PG WY SUBLETTE
T030N R112W SEC-0030 NENW
50069-00 USA W 16769 09/01/1949 BK PG WY SUBLETTE
T030N R112W SEC-0019 LOTS 1,2,3,4
50070-00 USA W-05504 04/01/1951 BK PG WY SUBLETTE
T030N R113W SEC-0014 E2NE, NESE
50071-00 USA EV-024538-A 12/01/1948 BK PG WY SUBLETTE
T030N R113W SEC-0013 SW4
50075-00 USA EV-024354 11/01/1948 BK PG WY SUBLETTE
T027N R112W SEC-0034 ALL
T029N R112W SEC-0033 E2NE, SE
50076-00 ANDERSON L MCGINNIS 06/01/1953 BK 86 PG 492 WY SUBLETTE
T028N R112W SEC-0019 LOT 2, SENW
50077-00 WILLIAM J MCGINNIS 03/12/1963 BK 36 PG 119 WY SUBLETTE
T028N R112W SEC-0017 S2N2, N2SW, NWSE, SWSW
T028N R112W SEC-0018 SE, SESW, LOT 4
T028N R112W SEC-0019 NWNE
50078-00 USA EV-024355 09/01/1949 BK PG WY SUBLETTE
T029N R112W SEC-0032 E2, E2W2
T029N R112W SEC-0033 W2, W2NE
50082-00 USA EV-024470 01/01/1950 BK PG WY SUBLETTE
<PAGE>
T029N R112W SEC-0027 ALL
T029N R112W SEC-0028 SWSE, S2SESE, E2SESW, W2SESW, N2SESE, NW, NE, N2S2,
SWSW
T029N R112W SEC-0029 W2SW, NE, NW, SE, E2SW
50084-00 USA W-53496 01/01/1955 BK PG WY SUBLETTE
T028N R112W SEC-0029 W2E2, SW, E2NW, SWNW, NWNW
T028N R112W SEC-0030 SE, LOT 2 (33.12 ACS), LOT 3 (32.59 ACS), LOT 4
(32.24 ACS), NE, E2W2
T028N R112W SEC-0031 NE, LOT 1 (31.93 ACS), LOT 2 (31.68 ACS), LOT 3
(31.42 ACS), SE, E2W2
T028N R112W SEC-0032 W2NW
50085-00 USA W-53498 12/01/1955 BK PG WY SUBLETTE
T028N R112W SEC-0032 W2NE, NWSE, E2NW, E2NESW, SWSE, S2SW, W2NESW
50087-00 USA W 92216 07/01/1948 BK PG WY SUBLETTE
T028N R112W SEC-0005 LOTS 1-12 S2
T028N R112W SEC-0006 LOTS 1, 3-18, E2SW, SE
T028N R112W SEC-0007 LOTS 1-4, E2, E2W2
50089-00 USA W 92219 08/01/1950 BK PG WY SUBLETTE
T028N R112W SEC-0004 N2NWSW, W2 LOT 4(19.19), LOT 5(40.0), LOT 12(40.0)
E2 LOT 4, S2NWSW
50093-00 USA EV-022234 10/01/1948 BK PG WY SUBLETTE
T028N R113W SEC-0020 LOT 5
T028N R113W SEC-0029 NE/4; E/2 NW/4; NE/4 SW/4; N/2 SE/4; SE/4 SE/4
50097-00 USA EV-023584 06/01/1948 BK PG WY SUBLETTE
T028N R113W SEC-0023 LOT 4 (27.24), W2NW
50099-00 USA EV-024353 11/01/1946 BK PG WY SUBLETTE
T028N R113W SEC-0020 LOTS 6,7,8, E2SW, SWSE, TRACT 43-B
50103-00 USA W-0256492 07/01/1948 BK PG WY SUBLETTE
T028N R113W SEC-0021 LOT 7, TRACTS 43-A, 43-C
T028N R113W SEC-0028 LOTS 2,3,4,9,10, TRACTS 50-B, 50-D, LOT 11
50107-00 USA W-0637 04/01/1950 BK PG WY SUBLETTE
T028N R113W SEC-0015 SE, SWNE, W2
<PAGE>
50111-00 USA EV-022239 11/01/1946 BK PG WY SUBLETTE
T028N R113W SEC-0008 E2, E2W2
50112-00 RUTH A CHAMBERLAIN, ET VIR 01/17/1950 BK 2 PG 295 WY SUBLETTE
T028N R113W SEC-0020 E2NE
T028N R113W SEC-0021 W2NW
50118-00 WILLIAM J MCGINNIS, ET AL 07/30/1947 BK 2 PG 158 WY SUBLETTE
T028N R113W SEC-0021 TRACT 42
50124-00 USA EV-022241 08/01/1946 BK PG WY SUBLETTE
T028N R113W SEC-0022 W2SW, SESW, N2, LOT 1, NESW, NWSE
T028N R113W SEC-0027 S2SW
50125-00 MARY H MCGINNIS 07/01/1946 BK 2 PG 101 WY SUBLETTE
T028N R113W SEC-0027 RESURVEY TRACT 48
50128-00 USA W-48908 07/01/1948 BK PG WY SUBLETTE
T028N R113W SEC-0017 LOTS 1,3,4,5,6, SWNE, NWSE
T028N R113W SEC-0021 LOTS 1,2,3,4,5,6,8, S2NE, N2SE, SESE, TR 43-D
T028N R113W SEC-0028 LOTS 1,5,6,7,8, TRS 50-A & 50-C, S2SE
T028N R113W SEC-0031 LOTS 7,8
T028N R113W SEC-0032 TR 53
50130-00 USA EV-07538 01/01/1940 BK 89 PG 76 WY SUBLETTE
T028N R113W SEC-0033 NWNW
50132-00 USA W-031454 03/01/1955 BK PG WY LINCOLN
T026N R113W SEC-0009 E/2
50146-00 USA W-0256491 01/01/1940 BK PG WY SUBLETTE
T028N R113W SEC-0033 NENW
50191-00 USA EV-024966-A 08/01/1949 BK PG WY SUBLETTE
T030N R113W SEC-0023 NWNW
50196-00 USA W-0125390 06/01/1955 BK PG WY SUBLETTE
T029N R112W SEC-0030 LOTS 1, 2, 3, 4, E2W2, NWNE, S2NE, SE
T029N R112W SEC-0031 E2W2, E2, LOTS 1, 2, 3, 4
<PAGE>
50197-00 USA W-0125391 06/01/1952 BK PG WY SUBLETTE
T028N R113W SEC-0002 LOTS 5 (39.18 AC), 6 (38.97)
50199-00 USA W-0189 02/01/1950 BK 31 PG 206 WY SUBLETTE
T029N R113W SEC-0025 N2NE4
50200-00 USA W-014052 06/01/1952 BK PG WY SUBLETTE
T028N R113W SEC-0001 LOTS 7(40.43 ACS), 8(39.46)
50201-00 USA EV-026216 06/01/1950 BK PG WY SUBLETTE
T029N R112W SEC-0032 W2SW
50202-00 USA W-10680 06/01/1952 BK PG WY SUBLETTE
T028N R113W SEC-0002 LOT 7
50205-00 ST WY 0-10799 03/02/1951 BK PG WY SUBLETTE
T029N R113W SEC-0001 NENE
T030N R113W SEC-0036 ALL
50206-00 USA W 21125 05/01/1951 BK 84 PG 621 WY SUBLETTE
T030N R113W SEC-0009 W2
T030N R113W SEC-0015 SWSW
T030N R113W SEC-0021 N2
50207-00 USA W21123 04/01/1951 BK PG WY SUBLETTE
T030N R113W SEC-0022 W2NW
50208-00 USA W-04628 02/01/1956 BK PG WY SUBLETTE
T030N R113W SEC-0008 E2SE, NE, NW, W2SE
T030N R113W SEC-0017 E2NE, NESE, S2SE, W2NE, NWSE
50210-00 ST WY 0-13662 04/07/1952 BK PG WY SUBLETTE
T030N R113W SEC-0016 E2SW, SE
50211-00 ST WY 0-11311 07/02/1951 BK PG WY SUBLETTE
T030N R113W SEC-0016 S2NE
50212-00 ST WY 0-13663 04/07/1952 BK PG WY SUBLETTE
T030N R113W SEC-0016 NW, W2SW
50220-00 USA W-04015-B 02/01/1951 BK PG WY SUBLETTE
T030N R112W SEC-0029 E2NENW, W2NENW
<PAGE>
50223-00 USA EV-024526 12/01/1948 BK PG WY SUBLETTE
T030N R112W SEC-0030 NENWNE, NWNWNE, S2NWNE
50224-00 USA EV-026171 08/01/1950 BK PG WY SUBLETTE
T030N R112W SEC-0018 SESW, LOTS 1,2,3,4, NWNE, S2NE, E2NW, NESW, SE
T030N R112W SEC-0032 N2SW
50226-00 USA W-04101 03/01/1951 BK PG WY SUBLETTE
T030N R112W SEC-0029 NESW, SESW
50227-00 USA W-04101-B 03/01/1951 BK PG WY SUBLETTE
T030N R112W SEC-0029 E2SENW, W2SENW
50228-00 USA W-056555 09/01/1949 BK PG WY SUBLETTE
T030N R112W SEC-0008 NWNE, S2N2, LESS 6.37 AC INCL IN 67TH RESERVOIR
T030N R112W SEC-0009 SW, W2SE, SESE
T030N R112W SEC-0017 S2, S2N2
T030N R112W SEC-0020 W2W2, NENW
T030N R112W SEC-0033 S2N2
50229-00 USA W-27641 09/01/1949 BK PG WY SUBLETTE
T030N R112W SEC-0019 E2, SENW
50230-00 USA W-055073 12/01/1948 BK PG WY SUBLETTE
T030N R112W SEC-0027 W2
T030N R112W SEC-0029 W2W2
T030N R112W SEC-0032 N2
T030N R112W SEC-0033 N2N2
T030N R112W SEC-0034 W2NW
50232-00 USA W-36567 11/01/1955 BK 69 PG 1 WY SUBLETTE
T029N R112W SEC-0017 N2NE, SWNE, NWSE
50233-00 USA W-027642 12/01/1948 BK PG WY SUBLETTE
T030N R112W SEC-0030 NENE, SENE
50235-00 ST WY 0-20914 08/16/1956 BK 16 PG 88 WY SUBLETTE
T029N R112W SEC-0016 S2SW, NWSW, SWNW: LIMITED FROM SURFACE TO BASE OF
MESAVERDE FORMATION (4,500'), SE, SWNE
<PAGE>
50238-00 USA EV-024445-E 09/01/1949 BK PG WY SUBLETTE
T030N R112W SEC-0019 NE4NW4
50239-00 USA W-036663-A 11/01/1955 BK 69 PG 1 WY SUBLETTE
T029N R112W SEC-0017 SESE
50240-00 USA EV-024445 09/01/1949 BK PG WY SUBLETTE
T030N R112W SEC-0019 E2SW4
50241-00 USA W-036663 11/01/1955 BK 69 PG 1 WY SUBLETTE
T029N R112W SEC-0017 SENE, NESE
50250-00 USA W-43911 08/01/1956 BK PG WY SUBLETTE
T029N R112W SEC-0013 SE, S2SW
T029N R112W SEC-0024 W2NW, SW
T029N R112W SEC-0025 N2NW
50253-00 USA W-53499 02/01/1950 BK PG WY SUBLETTE
T029N R112W SEC-0022 SWNW, S2, S2NE
T029N R112W SEC-0023 NE, NWSE, E2SE, NW, N2SW
T029N R112W SEC-0026 NENE
50261-01 FIRST NAT'L BNK OF KEMMERER 12/29/72 BK 48 PG 628 WY SUBLETTE
T028N R112W SEC-0024 SESW, LOTS 9, 11
T028N R112W SEC-0025 SENW, N2NW, LOTS 2, 5
T028N R112W SEC-0026 LOTS 1,7, AND ALL THAT PART OF THE GREEN RIVER
RIPARIAN THERETO
50261-02 DANIEL E CHAPEL 03/07/1981 BK 61 PG 461 WY SUBLETTE
T028N R112W SEC-0024 SESW, LOTS 9,11
T028N R112W SEC-0025 SENW, N2NW, LOTS 2,5
T028N R112W SEC-0026 LOTS 1,7, AND ALL THAT PART OF THE GREEN RIVER
RIPARIAN THERETO
50265-00 USA W-48517 01/01/1975 BK 68 PG 367 WY SUBLETTE
T029N R112W SEC-0017 SENW, E2SW, SWSE
50330-00 ST WY #67-4099 04/02/1967 BK 42 PG 205 WY SUBLETTE
T027N R112W SEC-0016 E2 BEING W2NE, SESE, LOTS 1-5, 7, PORTION
LOT 6 IN SWSE (5.31 AC)-PORTION IN CONFINES
GREEN RIVER BED
<PAGE>
50332-00 USA W-05690 07/01/1951 BK PG WY SUBLETTE
T027N R114W SEC-0015 SWNW
50333-00 USA W-020778 06/01/1953 BK PG WY SUBLETTE
T028N R114W SEC-0035 E2, NW4
50335-00 USA W-05691 06/01/1951 BK PG WY SUBLETTE
T027N R114W SEC-0005 LOTS 5,6
50336-00 USA EV-021954 10/01/1947 BK PG WY SUBLETTE
T027N R114W SEC-0022 NWNE
50337-00 USA W-51101 06/01/1951 BK PG WY SUBLETTE
T027N R114W SEC-0003 S2S2
T027N R114W SEC-0004 S2
T027N R114W SEC-0005 LOTS 13,14,15,16, E2 LOT 23,24, W2 LOT 23
T027N R114W SEC-0009 NE, E2NW, N2SE, SESE
T027N R114W SEC-0010 SWSW
50345-00 USA W-64986 09/13/1978 BK 74 PG 522 WY SUBLETTE
T027N R112W SEC-0011 S2
T027N R112W SEC-0014 N/2
50356-00 USA W-0231770 02/01/1950 BK 31 PG 206 WY SUBLETTE
T029N R113W SEC-0025 NW4NW4
50357-00 USA W-0231771 10/01/1950 BK 31 PG 213 WY SUBLETTE
T029N R113W SEC-0025 W2SW4
50358-00 USA W-0231772 06/01/1952 BK 69 PG 549 WY SUBLETTE
T028N R113W SEC-0002 SWNW, NWSW
T028N R113W SEC-0003 NWSE, S2NE, NESE, LOTS 5 & 6
50359-00 USA W-024931-A 10/01/1948 BK PG WY SUBLETTE
T029N R113W SEC-0025 SENW, SWNW
50360-00 USA EV-025930 08/01/1949 BK PG WY SUBLETTE
T029N R113W SEC-0023 E2W2
50361-00 USA W-031992 02/01/1950 BK 31 PG 206 WY SUBLETTE
<PAGE>
T029N R113W SEC-0026 N2NE4, NE4NW4
50363-00 USA W-014051 06/01/1952 BK PG WY SUBLETTE
T028N R113W SEC-0002 LOT 8
50364-00 USA W-02683 10/01/1950 BK 31 PG 213 WY SUBLETTE
T029N R113W SEC-0025 E2SW, SWSE
50366-00 USA EV-021767 09/01/1950 BK 89 PG 10 WY SUBLETTE
T029N R113W SEC-0035 SE4
50374-00 USA W-62801 07/01/1978 BK PG WY SUBLETTE
T031N R113W SEC-0007 LOTS 1 THRU 4, E2, E2W2
T031N R113W SEC-0018 LOTS 1 THRU 4, E2, E2W2
50380-00 USA W-60577 11/01/1977 BK 88 PG 764 WY SUBLETTE
T028N R111W SEC-0029 W2
T028N R111W SEC-0030 LOTS 1,2,3,4, E2, E2W2
T028N R111W SEC-0031 NE, E2SE
T028N R111W SEC-0032 W2
50422-00 USA W-11603 04/01/1968 BK PG WY SUBLETTE
T028N R114W SEC-0021 NE, SE
50424-00 ST WY 66-5165 03/02/1966 BK PG WY SUBLETTE
T028N R114W SEC-0016 NENE, NW, N2SW, SE, SENE, S2SW, W2NE
50425-00 USA W-2120 11/01/1966 BK PG WY SUBLETTE
T028N R114W SEC-0015 NW, SW
T028N R114W SEC-0022 SW
50427-00 USA W-055275 02/01/1959 BK PG WY SUBLETTE
T026N R112W SEC-0022 NW, N2SW, S2SW
50428-00 BETTE M THOMPSON 07/06/1976 BK 53 PG 154 WY SUBLETTE
T029N R113W SEC-0004 W2SW, SESW
T029N R113W SEC-0005 E2SE
T029N R113W SEC-0007 NESE, E2NE
<PAGE>
T029N R113W SEC-0008 N2NE, W2NW, NWSW, NESW, SE
SENE, SENW, S2SW
T029N R113W SEC-0009 N2NW, S2NW, W2SW
T029N R113W SEC-0017 E2NW, NWNE
50439-00 USA W-73977 06/01/1951 BK 2 PG 506 WY SUBLETTE
T032N R114W SEC-0017 NWNW, E2, E2NW, NESW
T032N R114W SEC-0020 NE, N2SE
50507-00 USA W-67176 08/01/1979 BK223 PG 400 WY LINCOLN
T026N R111W SEC-0006 SENW, SWNE, W2SE, LOTS 3,4,5,6,7
T026N R111W SEC-0007 W2E2
57047-00 USA W-01763 09/01/1950 BK PG WY SUBLETTE
T029N R113W SEC-0002 SWNW
TO29N R113W SEC-0003 NESE
57132-00 MONTE NORRIS 03/12/1985 BK 74 PG 285 WY SUBLETTE
T031N R113W SEC-0019 E2SW, S2SE, LOTS 2, 4
T031N R113W SEC-0030 NENW, N2NE
T031N R114W SEC-0023 SENE
T031N R114W SEC-0024 NW, N2SE, SESE, S2NE
58005-00 USA WYW-116385 07/01/1978 BK PG WY SUBLETTE
T031N R113W SEC-0019 LOTS 1,3, N/2NE, E/2NW
T031N R113W SEC-0030 LOTS 1,2,3,4, E/2SW
58343-00 USA W-34033 05/01/1972 BK 57 PG 280 WY SUBLETTE
T027N R111W SEC-0029 NENE
58344-00 USA W-35398 07/01/1972 BK 63 PG 605 WY SUBLETTE
T027N R111W SEC-0008 SWSE
T027N R111W SEC-0017 NE
58345-00 USA W-35399 07/01/1972 BK 64 PG 633 WY SUBLETTE
T027N R111W SEC-0015 N2
58346-00 USA W-36422 10/01/1972 BK 57 PG 359 WY SUBLETTE
T027N R111W SEC-0022 N2
<PAGE>
T027N R111W SEC-0023 ALL
T027N R111W SEC-0025 SE, W2
T027N R111W SEC-0026 ALL
58347-00 USA W-51347 08/01/1975 BK 61 PG 447 WY SUBLETTE
T027N R111W SEC-0005 NW,SW
T027N R111W SEC-0006 SE, S2NE
T027N R111W SEC-0007 NE
T027N R111W SEC-0008 NW, N2SW
58348-00 USA W-54136 04/01/1976 BK 64 PG 638 WY SUBLETTE
T027N R111W SEC-0014 ALL
T027N R111W SEC-0015 S2
58349-00 USA W-54137 04/01/1976 BK 64 PG 155 WY SUBLETTE
T027N R111W SEC-0017 SE
T027N R111W SEC-0020 NE
58350-00 USA W-58724 05/01/1977 BK 54 PG 470 WY SUBLETTE
T027N R111W SEC-0019 LOTS 1-4, E2W2, W2SE, SWNE
T027N R111W SEC-0030 LOTS 1-3, E2W2, E2
58351-00 USA W-59776 09/01/1977 BK 64 PG 278 WY SUBLETTE
T027N R111W SEC-0020 NESW
58352-00 USA W-62117 02/01/1978 BK 60 PG 198 WY SUBLETTE
T027N R111W SEC-0028 NW, N2SW, SESW
58353-00 USA W-62508 11/01/1978 BK 57 PG 187 WY SUBLETTE
T027N R111W SEC-0029 SE, SENE, W2, W2NE
58354-00 USA W-62875 04/01/1978 BK 68 PG 533 WY SUBLETTE
T027N R111W SEC-0030 LOT 4
58355-00 USA W-63490 06/01/1978 BK 66 PG 168 WY SUBLETTE
T027N R111W SEC-0032 NW, N2SW, LOT 2
58356-00 USA W-63821 07/01/1978 BK 57 PG 195 WY SUBLETTE
T027N R111W SEC-0032 LOTS 3 AND 4, N2SE, NE
<PAGE>
58357-00 USA W-67808 06/01/1979 BK PG WY SUBLETTE
T027N R111W SEC-0006 N2NE
T027N R111W SEC-0007 SE
T027N R111W SEC-0018 E2NE, E2SE
T027N R111W SEC-0019 E2NE, E2SE
58358-00 USA W-68116 07/01/1979 BK708 PG1493 WY SWEETWATER
T026N R111W SEC-0004 SW, LOTS 1-4, S2N2, SE
T026N R111W SEC-0010 S2N2
58359-00 USA W-68117 07/01/1979 BK 59 PG 7 WY SUBLETTE
T027N R111W SEC-0008 S2SW
T027N R111W SEC-0017 W2
T027N R111W SEC-0020 NW, NWSW, SE, S2SW
58360-00 USA W-68454 09/01/1979 BK 71 PG 306 WY SUBLETTE
T027N R111W SEC-0028 SWSW
58960-00 USA WYW-034924 04/01/1951 BK PG WY SUBLETTE
T027N R114W SEC-0023 SWNE
58961-00 USA WYW-034927 05/01/1948 BK PG WY SUBLETTE
T027N R114W SEC-0001 W2SW
58962-00 USA WYW-034930 10/01/1950 BK 86 PG 232 WY SUBLETTE
T027N R114W SEC-0022 NENE
T027N R114W SEC-0023 NW, NWNE
58963-00 STATE OF WYOMING #0-20476 01/16/1956 BK150 PG 285 WY SUBLETTE
T028N R114W SEC-0036 N2, N2S2, S2SW
59023-00 USA EV-026053 10/01/1949 BK 86 PG 283 WY SUBLETTE
T029N R113W SEC-0035 NE
59041-00 STATE OF WYOMING #0-11193 05/16/1951 BK 3 PG 350 WY SUBLETTE
T029N R113W SEC-0036 ALL
75114-00 USA WY-0311662 10/01/1964 BK 38 PG 373 WY SUBLETTE
T028N R114W SEC-0005 LOTS 9, 10, 14, 15, 16, 17, 18, 19
T028N R114W SEC-0008 LOTS 2, 3, 4, 5, 6, 7, 8, 9, 10
<PAGE>
11,12,13,14,15,16,17,18,19,20
T028N R114W SEC-0021 SESW, W2SW
75116-00 USA WY-51104 04/01/1966 BK PG WY SUBLETTE
T028N R114W SEC-0017 LOT 4
T208N R115W SEC-0012 NW
75117-00 USA WY-42791 01/01/1974 BK PG WY SUBLETTE
T028N R114W SEC-0005 LOTS, 7, 8, 12
T028N R114W SEC-0021 NESW, N2NW, SENW
75118-00 USA WY-51103 11/01/1965 BK PG WY SUBLETTE
T028N R114W SEC-0017 LOTS 1,2,3,5,6,7,8,9,10,11,
12,13,14,15,16,17,18,19,AND 20
75119-00 USA WY-320213 11/01/1965 BK PG WY SUBLETTE
T028N R114W SEC-0020 LOTS, 1,2,3,4,5,6,7,8,9 10
11,12,13,14,15,16,17,18,19,AND 20
75120-00 USA WY-52811 12/01/1975 BK PG WY SUBLETTE
T028N R114W SEC-0022 NW
75123-00 USA WY-38076 02/01/1973 BK PG WY SUBLETTE
T028N R114W SEC-0009 W2SE, E2SE, N2SW
T028N R114W SEC-0010 SW
75124-00 USA WY-9578 12/01/1967 BK PG WY SUBLETTE
T208N R114W SEC-0003 LOTS 7 THRU 10
LOTS 15 THRU 18
T028N R114W SEC-0004 LOTS 5 THRU 20
T028N R114W SEC-0005 NWSE, S2NE, LOTS 5, 6, 13, 20
T028N R114W SEC-0009 N2
T028N R114W SEC-0010 NW
<PAGE>
50006-00 USA W-125389 09/01/1950 BK PG WY SUBLETTE
T029N R112W SEC-0019 LOTS 3(12.53) 4(12.13). E/2SW SWSE
LOT 2(12.63). NENE,S2NE, N2SE, SESE, SENW
50007-00 USA W-0231774 06/01/1952 BK PG WY SUBLETTE
T028N R113W SEC-0002 S2NE, N2SE, S2SE
50009-00 USA W-0231773 06/01/1952 BK PG WY SUBLETTE
T028N R113W SEC-0001 S2NW, N2SW, S2SW
50010-00 USA EV-022755 10/01/1946 BK PG WY SUBLETTE
T028N R113W SEC-0011 W2
50014-00 USA W-10674 12/31/1938 BK 88 PG 775 WY SUBLETTE
T029N R113W SEC-0014 SENE, E2SE
T029N R113W SEC-0015 S2N2, S2
50016-00 USA W-085597 (ROW) 01/01/1958 BK PG WY SUBLETTE
T027N R113W SEC-0018 SENW (ROW)
50017-00 USA EV-024756-A 06/01/1948 BK PG WY SUBLETTE
T028N R113W SEC-0024 LOT 2
50024-00 USA W-20039 03/01/1969 BK PG WY SUBLETTE
T028N R114W SEC-0033 SWNE
50026-00 USA W-054585 07/01/1951 BK PG WY SUBLETTE
T027N R113W SEC-0012 NENW, SWSW
50043-00 USA W-71775 11/01/1948 BK PG WY LINCOLN
T023N R112W SEC-0027 NESW, SE, SESW, S2NE, W2SW
50044-00 USA W-71776 11/01/1948 BK 32 PG 228 WY LINCOLN
T023N R112W SEC-0028 NESW, NW, SE, SESW
50045-00 USA W-92975 11/011948 BK 32 PG 228 WY LINCOLN
T023N R112W SEC-0021 W2
T023N R112W SEC-0028 W2SW
50055-00 USA EV-025548 01/01/1948 BK PG WY SUBLETTE
T027N R112W SEC-0026 ALL
T027N R112W SEC-0027 E2
<PAGE>
50056-00 USA W-05923 06/01/1951 BK PG WY SUBLETTE
T022N R112W SEC-0009 S2
50057-00 USA W-45370 06/01/1951 BK PG WY LINCOLN
T022N R112W SEC-0020 E2SW, SE, SENW, S2NE
T022N R112W SEC-0021 NWSW, SWNW
50058-00 USA W-45371 06/01/1951 BK PG WY LINCOLN
T022N R112W SEC-0028 NWNW
50060-00 USA W-0319563 10/01/1965 BK PG WY LINCOLN
T022N R112W SEC-0034 NW
50061-00 USA W-05924 06/01/1951 BK PG WY LINCOLN
T022N R112W SEC-0015 N2S2, SWSW
T022N R112W SEC-0022 N2, S2,
T022N R112W SEC-0026 NE
50062-00 USA W-05925 06/01/1951 BK PG WY LINCOLN
T022N R112W SEC-0026 N2SE, SWSE, W2
T022N R112W SEC-0028 E2, E2W2, SWNW, W2SW
50063-00 USA W-71772 06/01/1951 BK PG WY LINCOLN
T022N R112W SEC-0010 SE, E2SW, NWSW, SWSW
T022N R112W SEC-0020 W2W2, NENW, N2NE
T022N R112W SEC-0021 N2N2
50064-00 USA W-71773 06/01/1951 BK PG WY LINCOLN
T022N R112W SEC-0029 NWNW
50072-00 USA EV-024528 01/01/1955 BK PG WY SUBLETTE
T028N R112W SEC-0028 SENE, W2NE, W2, SE
T028N R112W SEC-0029 E2E2
50073-00 USA W-035077 12/01/1955 BK PG WY SUBLETTE
T028N R112W SEC-0032 E2E2
50074-00 USA EV-024469 12/01/1948 BK PG WY SUBLETTE
T028N R112W SEC-0017 N2NE, E2SE, SWSE
T028N R112W SEC-0020 E2NE, W2NE, SE
<PAGE>
T028N R112W SEC-0021 ALL
50079-00 USA EV-024735 01/01/1949 BK PG WY SUBLETTE
T028N R112W SEC-0006 W2 LOT 2 E2 LOT 2
50080-00 USA EV-026175 08/01/1950 BK PG WY SUBLETTE
T028N R112W SEC-0004 LOTS 1,2,3,6,7,8,9,10,11,SE,E2SW,SWSW
50081-00 USA EV-023340 07/01/1948 BK PG WY SUBLETTE
T028N R112W SEC-0008 NW, W2SW
50086-00 USA W-53497 08/01/1950 BK PG WY SUBLETTE
T028N R112W SEC-0008 E2, E2SW
T028N R112W SEC-0009 N2, S2
50092-00 USA EV-020363 07/01/1948 BK PG WY SUBLETTE
T028N R113W SEC-0032 LOTS 2,5
50095-00 USA EV-022281 07/01/1948 BK 32 PG 690 WY SUBLETTE
T028N R113W SEC-0027 LOTS 1,4,5,7,8
50096-00 USA EV-022285 10/01/1946 BK PG WY SUBLETTE
T028N R113W SEC-0009 ALL
50098-00 USA EV-023969 07/01/1948 BK 32 PG 37 WY SUBLETTE
T028N R113W SEC-0008 W2W2
T028N R113W SEC-0027 LOTS 2,3,
T028N R113W SEC-0029 W2NW
50100-00 USA EV-025535 08/01/1946 BK PG WY SUBLETTE
T028N R113W SEC-0010 W2
50104-00 USA EV-025992 03/01/1950 BK PG WY SUBLETTE
T029N R113W SEC-0027 SWNW
50105-00 USA WY 0516 05/01/1950 BK PG WY SUBLETTE
T029N R113W SEC-0033 E2
50106-00 USA W-0636 04/01/1950 BK PG WY SUBLETTE
T028N R113W SEC-0005 SW, SWNW
50108-00 USA CH-082277 06/01/1950 BK PG WY SUBLETTE
T029N R113W SEC-0028 S2NE4, SE4
50109-00 ST WY 0-7395 09/16/1948 BK PG WY SUBLETTE
T029N R113W SEC-0016 E2, NW, SW
<PAGE>
50110-00 WILLIAM J. MCGINNIS ET AL 07/30/1947 BK 2 PG 162 WY SUBLETTE
T028N R113W SEC-0017 TRACT 38 (AKA NESW)
TRACT 40 (AKA SWSE)
50114-00 ST WY #0-04732 09/16/1944 BK 36 PG 155 WY SUBLETTE
T028N R113W SEC-0016 ALL (RESURVEY TRACT 37)
50115-00 USA W-04732 02/01/1951 BK PG WY SUBLETTE
T028N R113W SEC-0004 LOTS 7,8, S2NW, SW
50116-00 USA W-026038-A 02/01/1950 BK 31 PG 206 WY SUBLETTE
T029N R113W SEC-0021 E2
T029N R113W SEC-0027 NWNW
T029N R113W SEC-0028 N2NE
50117-00 USA W-0195876 02/01/1962 BK PG WY SUBLETTE
T029N R114W SEC-0025 E2NE
50119-00 USA W-04731 02/01/1951 BK PG WY SUBLETTE
T028N R113W SEC-0005 LOTS 5,6,7,8, S2NE, SE, SENW
50120-00 ANDERSON L. MCGINNIS ET UX 07/30/1947 BK 2 PG 156 WY SUBLETTE
T028N R113W SEC-0027 PT OF TRACT 49 (W2NW, SENW)
T028N R113W SEC-0028 PT OF TRACT 49 (NENE)
50121-00 MARY J. HADDENHAM 07/30/1947 BK PG WY SUBLETTE
T028N R113W SEC-0017 W2SW, SESW, (RESURVEYED AND DESCRIBED AS TRACT 39)
50122-00 MARY J. (B) HADDENHAM 07/30/1947 BK 2 PG 153 WY SUBLETTE
T028N R113W SEC-0017 W2SW, SESW (RESURVEYED AND DESCRIBED AS TRACT 39)
50123-00 USA EV-025771 01/01/1948 BK 32 PG 55 WY SUBLETTE
T028N R113W SEC-0022 LOT 2
T028N R113W SEC-0026 LOT 2, SWNW, W2SW
50126-00 USA W-48905 10/01/1948 BK PG WY SUBLETTE
T028N R113W SEC-0016 LOTS 1 THRU 7
T028N R113W SEC-0017 NWNE
T028N R113W SEC-0020 LOTS 2,3,4, S2NW
T028N R113W SEC-0029 SWSE, SESW
<PAGE>
50127-00 USA W-48906 11/01/1946 BK PG WY SUBLETTE
T028N R113W SEC-0020 NWSW
50129-00 USA W-70864 10/17/1980 BK PG WY SUBLETTE
T028N R113W SEC-0028 SENE-50 FT R-O-W
50148-00 USA EV-09561-B 04/23/1935 BK PG WY SUBLETTE
T027N R113W SEC-0017 W2NW
50189-00 USA W-0136175 12/31/1938 BK PG WY SUBLETTE
T030N R113W SEC-0026 SW
T030N R113W SEC-0027 E2NE, W2NE
50190-00 USA W-0136177 04/01/1951 BK 47 PG 103 WY SUBLETTE
T030N R113W SEC-0022 SE
50192-00 USA W-27645 04/01/1951 BK 47 PG 103 wy SUBLETTE
T030N R113W SEC-0010 W2SE, SW, NWNW, E2SE, NE, NENW, S2NW
T030N R113W SEC-0014 S2SW, SWSE, N2SW, NWSE, SESE, W2NE, NW
T030N R113W SEC-0022 NE, E2NW
50193-00 USA W-27644 08/01/1950 BK PG WY SUBLETTE
T030N R1113W SEC-0011 NE, SE
T030N R1113W SEC-0024 W2NW, NWSW, S2SW
50194-00 USA EV-024966 08/01/1949 BK PG WY SUBLETTE
T030N R113W SEC-0023 E2NE, E2NW, E2SE, SW, SWNW, W2NE, W2SE
50203-00 USA W-0231769 06/01/1950 BK PG WY SUBLETTE
T029N R112W SEC-0032 W2NW4
50204-00 USA EVANSTON 024241 05/01/1948 BK 18 PG 92 WY SUBLETTE
T028N R113W SEC-0001 LOTS, 5,6, 9, 10, 11, SWNE, W2SE
T028N R113W SEC-0012 LOTS 1-4, W2E2, W2
T028N R113W SEC-0013 LOTS 1-3, W2E2, NW
50208-00 USA W-04628 02/01/1951 BK PG WY SUBLETTE
T030N R113W SEC-0008 E2SE, NE, NW, W2SE
T030N R113W SEC-0017 E2NE, NESE, NWSE, S2SE, W2NE -53-
<PAGE>
50209-00 USA W-27643 12/01/1948 BK PG WY SUBLETTE
T030N R112W SEC-0030 SENW, E2SW
50217-00 USA W-16770 12/10/1948 BJ PG WY SUBLETTE
T029N R112W SEC-0006 LOT 5, SENW, S2NE, NWSE
T030N R112W SEC-0030 SWNE, LOTS 1-4, SE
T030N R112W SEC-0031 LOTS 3, 4, E2SW, N2SE, SESW, SESE
LOTS 1, 2, E2NW, NE
50219-00 USA W-053447 02/01/1950 BK PG WY SUBLETTE
T029N R112W SEC-0023 S2SW, SWSE
50225-00 USA W-039908 08/01/1956 BK PG WY SUBLETTE
T029N R112 SEC-0024 E/2NW, E/2
T029N R112 SEC-0025 S/2, S/2N/2, N/2SE
T029N R112 SEC-0035 ALL
50226-00 USA W-04101 03/01/1951 BK PG WY SUBLETTE
T030N R112W SEC-0020 E2NE
T030N R112W SEC-0029 NESW, SESW
50259-00 YOSE CATTLE COMPANY 12/17/1981 BK 64 PG 76 WY SUBLETTE
T027N R112W SEC-0003 LOTS 2(34.31 ACS); 3(39.72 ACS); 4(39.71 ACS)
5(45.51 ACS); EXCEPTING FRACTIONAL PARTS OF LOTS 3,
4, & 5, MORE FULLY DESCRIBED IN LEASE
T028N R112W SEC-0026 S/2 SW
T028N R112W SEC-0034 W/2,W/2; NENW; E/2 SW; W/2 SE; SENE; NESE
LOT 1 (23.57 ACS)
T028N R112W SEC-0035 LOT 4(41.92 ACS); W/2 NW; NWSE
LOT8 (35.13 ACS)
50263-00 USA W-077883 07/01/1976 BK PG WY SUBLETTE
T028N R111W SEC-0019 LOTS 2,3,4,E2,E2NENW, SWNENW,E2SW
T028N R111W SEC-0020 E2
T028N R111W SEC-0029 SE, NE
T028N R111W SEC-0032 NE, SE
50266-00 USA W-87038 09/01/1984 BK PG WY SUBLETTE
T029N R112W SEC-0011 SWSW
<PAGE>
50289-01 A L MAHAFFEY 12/26/1956 BK20PR PG 282 WY LINCOLN
T026N R112W SEC-0006 PART OF SEC 6 & 7
T026N R112W SEC-007 PART OF SEC 6 & 7
50289-02 BABE PROBASCO ET UX 12/27/1956 BK 21 PG 31 WY LINCOLN
T026N R112W SEC-0006 BEGIN 148' N SWSE S6 THEN E 610',THEN S 148'
THE E ON SEC LINE BTWN S6&7 FOR 433';THEN N
835';THEN W 1043.5';THEN S 687'TO POINT OF BEGINNING
50131-01 HOWARD A. MAHAFFEY 12/26/1956 BK 20 PG 278 WY LINCOLN
T026N R112W SEC-0006 SEE LEASE FOR METES AND BOUNDS DESCRIPTION
50314-00 GUY DECKER ET UX 03/17/1957 BK 32 PG 377 WY LINCOLN
T026N R112W SEC-0006 LOT 11 OF LOT 8,LOT 1 OF BLOCK 1 OF SECOND ADDITION
TO TOWN OF LABARGE
50137-00 LINCOLN COUNTY #1 05/08/1957 BK 22PR PG 166 WY LINCOLN
T000N R000W SEC-0000 LARGE TOWNLOTS;ORIG TOWNSITE;TULSA-BK9
LOTS 4-7;1ST ADD;TULSA-BK 12, LOTS 13-15
RIVERVIEW ADD-TULSA
- BK A,LT15,-BK B, L1-4,-BK C, L13, 20, 35
- BK E, L15, 16, 19,& 20
50326-00 LINCOLN COUNTY, WYOMING 05/08/1957 BK 22 PG 172 WY LINCOLN
T000N R000W SEC-0000 STREETS & ALLEYS IN LABARGE,WY ORIG PLATTED TULSA,
WY SHOWN ON LINCOLN M/B MAP #1&2 SEE LST FOR LST OF
STREETS & ALLEYS
50328-00 LINCOLN COUNTY, WYOMING 05/08/1957 BK 22 PG 176 WY LINCOLN
T026N R112W SEC-0006 SEE LEASE FOR METES AND BOUNDS DESCRIPTION
T026N R112W SEC-0007 SEE LEASE FOR METES AND BOUNDS DESCRIPTION
T026N R112W SEC-0018 SEE LEASE FOR METES AND BOUNDS DESCRIPTION
T026N R112W SEC-0019 SEE LEASE FOR METES AND BOUNDS DESCRIPTION
T026N R112W SEC-0020 SEE LEASE FORE METES AND BOUNDS DESCRIPTION
50334-00 USA W-8140 06/01/1951 BK PG WY SUBLETTE
T027N R114W SEC-0002 LOTS 1,2,3,4, S2N2, S2 (ALL)
T027N R114W SEC-0003 LOTS 1,2,3,4, S2N2, N2S2
T027N R114W SEC-0004 LOTS 1,2,3,4, S2N2
T028N R114W SEC-0034 S2NE, SENW, S2
T028N R114W SEC-0035 SW
<PAGE>
50338-00 USA W-72405 06/01/1951 BK PG WY SUBLETTE
T027N R114W SEC-0009 W2NW
50339-00 USA W-92223 07/01/1951 BK 65 PG 466 WY SUBLETTE
T027N T114W SEC-0010 S2NE, NW, E2SW, NWSW, SW, N2NE
T027N R114W SEC-0011 W2SW, N2, SE, E2SW
T027N R114W SEC-0012 W2NW, NWNSW
T027N R114W SEC-0014 SWNE, NW, S2, N2NE, SENE
T027N R114W SEC-0015 NE, E2NW, NWNW
50340-00 USA W092222 10/01/1947 BK PG WY SUBLETTE
T027N R114W SEC-0015 NESW, SE
50341-00 USA W-96755 06/01/1953 BK PG WY SUBLETTE
T028N R114W SEC-0027 SE4
50342-00 USA W-96756 06/01/1951 BK PG WY SUBLETTE
T028N R114W SEC-0033 SE
T028N R114W SEC-0034 N2N2, SWNW
50382-00 USA W-42781 01/01/1974 BK PG WY SUBLETTE
T027N R111W SEC-0004 N2
T027N R111W SEC-0005 E2
T027N R111W SEC-0008 NE, N2SE. SESE
T027N R111W SEC-0009 E2, W2
50421-00 USA W-20038 03/01/1969 BK PG WY SUBLETTE
T027N R1114W SEC-0028 E/2NE4, NW/NE, NW/SE
50423-00 USA W-054586 06/01/1953 BK PG WY SUBLETTE
T028N R114W SEC-0015 NE, E2SE
T028N R114W SEC-0022 E2NE, SE
T028N R114W SEC-0027 W2NE, SENE
50426-00 USA W-2121 11/01/1966 BK PG WY SUBLETTE
T028N R114W SEC-0028 SWNE
50433-000 THEODORE JORDAN, ET AL 08/19/1954 BK 10 PG 170 WY SUBLETTE
T029N R113W SEC-0004 S2SE4
<PAGE>
T029N R113W SEC-0009 NE
T029N R113W SEC-0010 N2NW, SENW
50437-00 USA W-19959 08/01/1969 BK 2 PG WY SUBLETTE
T032N R114W SEC-0008 S2NW, N2SW
LOTS 3, 4, S2SW
50438-00 USA W-06009 06/01/1951 BK 2 PG 506 WY SUBLETTE
T032N R114W SEC-0007 LOTS 1 (10.71) 2, (10.05) S2NE
50454-00 USA W-0320844 12/01/1965 BK PG WY SUBLETTE
T029N R114W SEC-0033 NWNW
50505-00 USA W-38503 03/01/1973 BK103 PG 402 WY LINCOLN
T026N R111W SEC-0005 LOTS 1 & 2, S2NE, SE
T026N R111W SEC-0008 E2
50506-00 USA W-57837 03/01/1973 BK552 PG 318 WY SWEETWATER
T026N R111W SEC-0009 ALL
56833-00 USA W-85884 10/01/1984 BK PG WY SUBLETTE
T031N R113W SEC-0030 SENW
56931-00 USA W-107069 01/01/1988 BK 80 PG 747 WY SUBLETTE
T031N R114W SEC-0013 N2, N2SW, SESW, SE
T031N R114W SEC-0014 NW
T031N R114W SEC-0023 NESW, S2SW
T031N R114W SEC-0024 SW
T031N R114W SEC-0025 W2E2, NW, SESE
57396-00 USA WYW-112556 08/01/1988 BK PG WY SUBLETTE
T029N R112W SEC-0009 SESW, SWSE
T029N R112W SEC-0010 S/2S/2
T029N R112W SEC-0015 ALL
57427-00 USA W-113137 10/01/1988 BK 81 PG 756 WY SUBLETTE
T032N R114W SEC-0025 E/2, SENW, SW
57543-00 USA W-113659 12/01/1988 BK 89PR PG 89 WY LINCOLN
T026N R113W SEC-0032 S/2NE, NW, N/2SW, SWSW, SE
<PAGE>
T026N R113W SEC-0033 SWNW, S/2
57544-00 USA W-113654 12/01/1988 BK267PR PG 383 WY LINCOLN
T025N R113W SEC-0017 ALL
T025N R113W SEC-0020 ALL
T025N R113W SEC-0021 ALL
57545-00 USA W-113651 12/01/1988 BK267 PG 391 WY LINCOLN
T025N R113W SEC-0004 NENE
T025N R113W SEC-0005 E2, N2NW
T025N R113W SEC-0006 LOTS 1, 6, 10, E2
T025N R113W SEC-0007 LOTS 3, 4, 6, THRU 12, NENE, SE, S2NE
T025N R113W SEC-0008 NE, N2SE, SW, SWSE, S2NW
T025N R113W SEC-0009 NESW, S2SW, W2NW
57546-00 USA WYW-113644 12/01/1988 BK 82 PG 153 WY SUBLETTE
T028N R112W SEC-0032 NWSW
57547-00 USA WYW-113645 12/01/1988 BK 82 PG 165 WY SUBLETTE
T029N R112W SEC-0017 NENW, SWNW, W/2SW
T029N R112W SEC-0020 NENW
T029N R112W SEC-0026 W/2NE, SENE, W/2, SE
T029N R112W SEC-0030 NENE
57548-00 USA W-113661 12/01/1988 BK 82 PG 250 WY SUBLETTE
T029N R113W SEC-0001 LOT 2, SWNE
T029N R113W SEC-0006 LOTS 1 THRU 4
T029N R113W SEC-0007 LOT 3, 4, E/2SW, W/2SE, SESE
57641-00 USA WYW-114579 02/01/1989 BK 82 PG 446 WY SUBLETTE
T027N R112W SEC-002 THAT PORTION OF GREEN RIVER RIPARIAN TO LOT 5, BEING
MORE PARTICULARLY DESCRIBED ON LEASE
57824-00 USA WY-115956 06/01/1989 BK 83 PG 364 WY SUBLETTE
T028N R112W SEC-0010 S/2NE, SE
T028N R112W SEC-0011 SWNW, NWSW
<PAGE>
57825-00 USA WYW-115961 06/01/1989 BK 83 PG 373 WY SUBLETTE
T030N R113W SEC-0007 E/2SE
T030N R113W SEC-0008 NWSW
T030N R113W SEC-0018 NENE
57826-00 USA WYW-115960 06/01/1989 BK 83 PG 379 WY SUBLETTE
T028N R113W SEC-0013 LOT 4
T028N R113W SEC-0024 LOT 1
57952-01 DUANE HARWARD ET UX TRUST 04/21/1989 BK275PR PG 142 WY LINCOLN
T026M R112W SEC-0019 S/2SE, SESW, LESS HIGHWAY TRACT,MORE FULLY DESCRIBED
IN BOOK 21 AT PAGE 143 OF THE REGISTER OF DEEDS,
LINCOLN COUNTY, WY.
57952-02 DIAMOND H RANCH, INC. 02/28/1989 BK275PR PG 488 WY LINCOLN
T026N R112W SEC-0019 S/2SE, SESW, LESS HIGHWAY TRACT, MORE FULLY
DESCRIBED IN BOOK 21 PAGE 143 AND LESS THE EUBANK
FOOTHILL ESTATES,MORE FULLY DESCRIBED AT PLAT #314
OF THE OFFICE OF THE REGISTER OF DEEDS, LINCOLN CO.,
WY.
57952-03 WILLIAM B SPENCER ET UX 04/21/1989 BK275PR PG 140 WY LINCOLN
T026N R112W SEC-0019 S/2SE, SESW, LESS A HIGHWAY TRACT,MORE FULLY
DESCRIBED IN BOOK 21 AT PAGE 143 OF OFFICE OF
REGISTER OF DEEDS, LINCOLN CO., WY.
57952-04 MARY H LAMBERT ET AL 04/21/1989 BK275PR PG 140 WY LINCOLN
T026N R112W SEC-0019 S/2SE, SESW, LESS A HIGHWAY TRACT,MORE FULLY
DESCRIBED IN BOOK 21 AT PAGE 143 OF OFFICE OF
REGISTER OF DEEDS, LINCOLN CO.,WY
57952-05 ISABEL H SPENCER TRUST 04/21/1989 BK275PR PG 148 WY LINCOLN
T026N R112W SEC-0019 S/2SE, SESW, LESS A HIGHWAY TRACT,MORE FULLY
DESCRIBED IN BOOK 21 AT PAGE 143 OF OFFICE OF
REGISTER OF DEEDS, LINCOLN CO., WY.
57952-06 WILLIAM B SPENCER TRUST 04/21/1989 BK275PR PG 146 WY LINCOLN
T026N R112W SEC-0019 S/2SE, SESW, LESS A HIGHWAY TRACT,MORE FULLY
DESCRIBED IN BOOK 21 AT PAGE 143 OF OFFICE OF
REGISTER OF DEEDS, LINCOLN, CO., WY
57952-07 JEAN S STEPHENS 04/21/1989 BK275PR PG 150 WY LINCOLN
T026N R112W SEC-0019 S/2SE, SESW, LESS A HIGHWAY TRACT,MORE FULLY
DESCRIBED IN BOOK 21 AT PAGE 143 OF OFFICE OF
REGISTER OF DEEDS, LINCOLN, CO., WY
57952-08 GLENISLA HUNTER ET AL 04/21/1989 BK275PR PG 152 WY LINCOLN
T026N R112W SEC-0019 S/2SE, SESW, LESS A HIGHWAY TRACT, MORE FULLY
<PAGE>
DESCRIBED IN BOOK 21 AT PAGE 143 OF OFFICE OF
REGISTER OF DEEDS, LINCOLN CO., WY
57952-09 LOIS S BRADY 04/21/1989 BK275PR PG154 WY LINCOLN
T026N R112W SEC-0019 S/2SE, SESW, LESS A HIGHWAY TRACT,MORE FULLY
DESCRIBED IN BOOK 21 AT PAGE 143 OF OFFICE OF
REGISTER OF DEEDS, LINCOLN CO., WY
57952-10 EUBANK CATTLE COMPANY 05/30/1989 BK276PR PG 303 WY LINCOLN
T026N R112W SEC-0019 TRACT OF LAND IN SESW, S/2SE, KNOWN AS THE EUBANK
FOOTHILL ESTATE, RECORDED AT PLAT #314 IN OFFICE
OF REGISTER OF DEEDS, LINCOLN CO., WY
58055-05 MILLER ROBERT M JR ET UX 06/22/1989 BK 83 PG 679 WY SUBLETTE
T029N R112W SEC-0004 W/2SW
T029N R112W SEC-0005 E/2SE, SWSE
T029N R112W SEC-0008 E/2
T029N R112W SEC-0009 W/2W/2
58188-00 USA WYW-117869 11/01/1989 BK 85 PG 426 WY SUBLETTE
T027N R112W SEC-0002 BED OF GREEN RIVER RIPARIAN TO LOTS 6 - 8
***SEE LEASE FOR COMPLETE DESCRIPTION***
T027N R112W SEC-0003 BED OF GREEN RIVER RIPARIAN TO LOTS 1, 6, 7, 10, 11
***SEE LEASE FOR COMPLETE DESCRIPTION***
T027N R112W SEC-0034 BED OF GREEN RIVER RIPARIAN TO LOT 2
***SEE LEASE FOR COMPLETE DESCRIPTION***
58189-00 USA W-117878 11/01/1989 BK 84 PG 606 WY SUBLETTE
T031N R114W SEC-0009 S/2
T031 R114W SEC-0010 N/2
T031N R114W SEC-0014 N/2SW
58190-00 USA WYW-117867 11/01/1989 BK 85 PG 419 WY SUBLETTE
T028N R111W SEC-0003 SW
T018N R111W SEC-0002 ALL
T028N R111W SEC-0027 ALL
58193-00 STATE OF WY-8900650 10/02/1989 BK 84 PG 614 WY SUBLETTE
T031N R114W SEC-0016 W/2
58419-00 STATE OF WYOMING #89-00780 12/02/1989 BK 85 PG 389 WY SUBLETTE
<PAGE>
T030N R112W SEC-0016 ALL
58420-00 STATE OF WYOMING #89-00781 12/02/1989 BK 85 PG 39 WY SUBLETTE
T030N R112W SEC-0028 S/2NE
58421-00 STATE OF WYOMING #89-00782 12/02/1989 BK 85 PG 393 WY SUBLETTE
T030N R112W SEC-0032 NESE, SWSE
58423-00 USA WY-95121 11/01/1985 BK 84 PG 623 WY SUBLETTE
T030N R112W SEC-0007 LOTS 2, 3, 4,, W/2NE, SENE, E/2SW, (LESS 6 ACRES)
T030N R112W SEC-0027 SWSE
T030N R112W SEC-0032 NWSE
58424-00 USA WYW-118696 01/01/1990 BK 85 PG 382 WY SUBLETTE
T031N R114W SEC-0005 LOT 4(41.15), SWNW, NWSW, S/2S/2
T031N R114W SEC-0008 NE, S/2
T031N R114W SEC-0017 ALL
T031N R114W SEC-0020 ALL
58521-00 GORDON W BRAY, ET UX 11/10/1989 BK 84 PG 653 WY SUBLETTE
T030N R112W SEC-0026 W/2SW, SWNW
T030N R112W SEC-0027 S/2NE, N/2SE, SESE
T030N R112W SEC-0034 N/2NE, E/2NW
58551-00 USA W-106177 11/01/1987 BK PG WY SUBLETTE
T030N R112W SEC-0015 NWNW
T030N R112W SEC-0017 N/2NW (LESS 1.37 ACRES, MORE OR LESS IN
T030N R112W SEC-0020 W/2E/2, SENW, NESW
58561-01 HELEN JENKINS O'NEIL 12/12/1989 BK 85 PG 91 WY SUBLETTE
T030N R112W SEC-0020 E/2SE
T030N R112W SEC-0021 NWNE, S/2NE, W/2, SE
T030N R112W SEC-0022 NWSW
T030N R112W SEC-0028 N/2N/2, S/2NW, S/2
58561-02 MIRIAM JENKINS BAILEY 12/11/1989 BK 85 PG 87 WY SUBLETTE
T030N R112W SEC-0020 E/2SE
<PAGE>
T030N R112W SEC-0021 NWNE, S/2NE, W/2, SE
T030N R112W SEC-0022 NWSW
T030N R112W SEC-0028 N/2N/2, S/2NW,S/2
58561-03 JOHN PERRY BARLOW, ET UX 12/11/1989 BK 85 PG WY SUBLETTE
T030N R112W SEC-0020 E/2SE
T030N R112W SEC-0021 NWNE, S/2NE, W/2, SE
T030N R112W SEC-0022 NWSW
T030N R112W SEC-0028 N/2N/2, S/2NW, S/2
58562-00 BRUCE E JONES ET UX 11/13/1989 BK281PR PG 592 WY LINCOLN
T025N R113W SEC-0006 LOTS 3(17.85),4(17.00),5(40.00),7(40.00), 11(40.00)
59157-01 PAUL HOMER, ET UX 05/22/1990 BK 86 PG 559 WY SUBLETTE
T030N R112W SEC-0032 S/2, SW/4
59157-02 WILLIAM CHARLES CHRISTY 05/23/1990 BK 86 PG 571 WY SUBLETTE
T030N R112W SEC-0032 S/2, SW/4
59157-03 KIMBERLY S CHRISTY, ET UX 05/22/1990 BK 86 PG 567 WY SUBLETTE
T030N R112W SEC-0032 S/2, SW/4
59157-04 CATHLEEN E CHRISTY THOMAS 05/22/1990 BK 86 PG 563 WY SUBLETTE
T030 R112W SEC-0032 S/2, SW/4
59162-00 USA WYW-112560 07/01/1988 BK PG WY SUBLETTE
T030N R112W SEC-0013 N/2, NE/4 AND SE/4, NE/4
T030N R112W SEC-0025 ALL
T030N R112W SEC-0026 N/2 AND SE/4
T030N R112W SEC-0035 W/2
59195-00 USA WYW-121426 10/01/1990 BK 86 PG 718 WY SUBLETTE
T031N R114W SEC-0012 E2
75002-00 USA WY-107066 01/01/1988 BK PG WY SUBLETTE
T024N R114W SEC-0004 LOT 13
T024N R114W SEC-0008 NE, SW
T024N R114W SEC-0017 N2, SW
T024N R114W SEC-0020 N2, N2S2, S2SW
<PAGE>
75004-00 USA WYW-122224 11/01/1990 BK PG WY LINCOLN
T025N R112W SEC-0027 NENE, LOTS 1,2,6
75025-01 ELIZABETH D BENNETT 06/01/1990 BK291PR PG 311 WY LINCOLN
T025N R112W SEC-0005 LOT 9(1.50), 13(43.03), NWSE AND THE RIPARIAN RIGHTS
TO LOTS 9 & 13
T025N R112W SEC-0008 NENW, LOT 1
75025-02 DORISE E HOUSLEY 10/24/1990 BK291PR PG 455 WY LINCOLN
T025N R112W SEC-0005 LOTS 9(21.50), NWSE AND THE RIPARIAN RIGHTS
TO LOTS 9 & 13
T025N R112W SEC-0008 NENW, LOT 1
75025-03 DENESE STACY 10/24/1990 BK291PR PG 398 WY LINCOLN
T025N R112W SEC-0005 LOTS 9(21.50),13(43.03), NWSE AND THE RIPARIAN
RIGHTS TO LOTS 9 & 13
T025N R112W SEC-0008 NENW, LOT 1
75025-04 ALVIN MARX, ET UX 10/24/1990 BK291PR PG 638 WY LINCOLN
T025N R112W SEC-0005 LOTS 9(21.50),13(43.03),NWSE AND THE RIPARIAN RIGHTS
TO LOTS 9 & 13
T025N R112W SEC-0008 NENW, LOT 1
75025-05 ERWIN MARX, ET UX 10/24/1990 BK291PR PG 453 WY LINCOLN
T025N R112W SEC-0005 LOTS 9(21.50),13(43.03),NWSE AND THE RIPARIAN RIGHTS
TO LOTS 9 & 13
T025N R112W SEC-0008 NENW, LOT 1
75025-06 DOROTHY J MCGINNIS ET VIR 10/24/1990 BK291PR PG 396 WY LINCOLN
T025N R112W SEC-0005 LOTS 9(21.50),13(43.03),NWSE AND THE RIPARIAN RIGHTS
TO LOTS 9 & 13
T025N R112W SEC-0008 NENW, LOT 1
75025-07 ELDON E MARX, ET UX 10/24/1990 BK291PR PG 394 WY LINCOLN
T025N R112W SEC-0005 LOTS 9(21.50),13(43.03),NWSE AND THE RIPARIAN RIGHTS
TO LOTS 9 & 13
T025N R112W SEC-0008 NENW, LOT 1
75026-00 RUBY D JETKOSKI, ET AL 06/13/1990 BK288PR PG 92 WY LINCOLN
T025N R112W SEC-0027 LOTS 4(21.68), 5(36.03), 9(25.66), 10(39.93)
AND ALL RIPARIAN RIGHTS TO SAID LOTS, S2SW, W2SE
T025N R112W SEC-0028 LOTS 8(37.79), 9(14.07)
<PAGE>
75034-00 USA WYW-109319 (ROW) 12/28/1988 BK PG WY LINCOLN
T026N R111W SEC-0005 SESW, THE RIGHT-OF-WAY IS 50 FEET WIDE,1749 FEET
LONG. SWSE, THE RIGHT-OF-WAY IS 50 FEET WIDE,1749 FEET LONG
T026N R111W SEC-0008 NENW, THE RIGHT-OF-WAY IS 50 FEET WIDE,1749 FEET
LONG
75035-01 BRUCE E JONES, ET UX 06/09/1990 BK288PR PG 86 WY SUBLETTE
T025N R112W SEC-0000 A PARCEL OF LAND CONSISTING OF THOSE PORTIONS OF
NWNW OF SECTION 29, THE W/2W/2 OF SECTION 20, AND
THE SWSW OF SECTION 17,AFORESAID TOWNSHIP AND
RANGE,LYING EAST OF THE FOLLOWING DESCRIBED LINE
(SAID LINE BEING THE WESTERLY RIGHT OF WAY BOUNDARY
OF THE PROPOSED RELOCATED WYOMING STATE HIGHWAY
#189); BEGINNING AT A POINT ON THE SOUTH LINE OF
SAID NWNW OF SECTION 29, WHENCE THE NW CORNER OF
SAID SECTION 29 BEARS N 40 DEGREES 00' W, 1747;
THENCE ALONG A REGULAR CURVE TO THE RIGHT (THE
TANGENT TO THE CURVE AT SAID POINT BEING IN 39
DEGREE 55' WEST), HAVING A RADIUS OF 4407.37 FEET
FOR AN ARC DISTANCE OF 4791.6'; THENCE N 22 DEGREE
20' EAST, 1346.8 FEET; THENCE ALONG A REGULAR CURVE
TO THE LEFT WITH A RADIUS OF 3744.7' FOR AN ARC
DISTANCE OF 2019.2; THENCE N 81 DEGREE 26' EAST 15
FEET TO A POINT IN SAID SWSW OF SECTION 17' SAID
POINT BEING ON THE WESTERLY RIGHT OF WAY BOUNDARY OF
WYOMING STATE HIGHWAY #189 AS NOW CONSTRUCTED,
WHENCE THE SW CORNER OF SECTION 17 BEARS SOUTH 47
DEGREE 12' WEST 1661.7'
T025N R112W SEC-008 THOSE PORTIONS OF LOTS 3,6, AN 7 LYING EAST OF THE
EASTERLY RIGHT OF WAY BOUNDARY OF WYOMING STATE
HIGHWAY #189
T025N R112W SEC-0017 THAT PORTION OF THE SWNW AND NWSW LYING WEST OF THE
WESTERLY RIGHT OF WAY BOUNDARY OF WYOMING STATE
HIGHWAY #189 AND THAT PORTION OF THE SWSW LYING WEST
OF THE WESTERLY RIGHT OF WAY BOUNDARY OF WYOMING
STATE HIGHWAY #189; AND NORTH OF THE ACCESS DIRT
ROAD LOT 2(17.72), 3(29.79), 6(37.38) AND THOSE
PORTIONS OF THE SESW, W/2NW AND NWSW, LYING EAST OF
THE EASTERLY RIGHT OF WAY BOUNDARY OF WYOMING STATE
HIGHWAY #189
T025N R112W SEC-0018 SENE, NESE AND THAT PORTION OF THE SESE LYING NORTH
OF THE ACCESS ROAD
T025N R112W SEC-0020 LOTS 2(29.19), 5(9.29), 9(29.12), NWSE
T025N R112W SEC-0021 LOT 1
T025N R112W SEC-0027 LOT 3
T025N R112W SEC-0028 LOT 3-7
T025N R112W SEC-0029 LOTS 1,2 7
75035-2 CECIL R JONES, ET UX 06/09/1990 BK288PR PG 89 WY LINCOLN
T025N R112W SEC-0000 A PARCEL OF LAND CONSISTING OF THOSE PORTIONS OF
<PAGE>
NWN OF SECTION 29, THE W/2W/2 OF SECTION 20, AND THE
SWSW OF SECTION 17,AFORESAID TOWNSHIP AND RANGE,
LYING EAST OF THE FOLLOWING DESCRIBED LINE (SAID
LINE BEING THE WESTERLY RIGHT OF WAY OF THE PROPOSED
RELOCATED WYOMING STATE HIGHWAY #189); BEGINNING AT
A POINT ON THE SOUTH LINE OF SAID NWNW OF SECTION
29, WHENCE THE NW CORNER OF SAID SECTION 29 BEARS N
40 DEGREES 00' W. 1747'; THENCE ALONG A REGULAR
CURVE TO THE RIGHT (THE TANGENT TO THE CURVE AT SAID
POINT BEING N 39 DEGREE 55' WEST), HAVING A RADIUS
OF 4407.37 FEET OF AN ARC DISTANCE OF 4791.6';
THENCE N 22 DEGREE 20' EAST, 1346.8 FEET; THENCE
ALONG A REGULAR CURVE TO THE LEFT WITH A RADIUS OF
3744.7' FOR AN ARC DISTANCE OF 2019.2; THENCE N 81
DEGREE 26' EAST 15 FEET TO A POINT IN SAID SWSW OF
SECTION 17, SAID POINT BEING ON THE WESTERLY RIGHT
OF WAY BOUNDARY OF WYOMING STATE HIGHWAY #189 AS NOW
CONSTRUCTED. WHENCE THE SW CORNER OF SECTION 17
BEARS SOUTH 47 DEGREE 12' WEST 1661.7
T025N R112W SEC-0008 THOSE PORTIONS OF LOTS 3, 6, AND 7 LYING EAST OF THE
EASTERLY RIGHT OF WAY BOUNDARY OF WYOMING STATE
HIGHWAY #189
T025N R112W SEC-0017 LOTS 2(17.72), 3(29.79), 637.38, AND THOSE PORTIONS
OF THE SESW, W/2NW AND NWSW, LYING EAST OF THE
EASTERLY RIGHT OF WAY BOUNDARY OF WYOMING STATE
HIGHWAY # 189 ***SEE SECTION 0000 FOR ACREAGE***
T025N R112W SEC-0019 SESE, NESE AND THAT PORTION OF THE NENE LYING AND
BEING SITUATE WESTERLY OF THE W RIGHT OF WAY LINE OF
STATE HIGHWAY #189 AND BOUNDED ON THE N BY THAT
CERTAIN LINE AS DEEDED IN BOOK 84 PHOTOSTATIC
RECORDS AT PAGE 209 IN LINCOLN CO., WY
T025N R112W SEC-0020 THAT PORTION OF THE W2W2 LYING AND BEING SITUATE
WESTERLY OF THE W RIGHT OF WAY LINE OF STATE HIGHWAY
#189, AND BOUNDED ON THE N BY THAT CERTAIN RIGHT OF
WAY CENTER LINE AS DEEDED IN BOOK 884 PHOTOSTATIC
RECORDS AT PG 209, LINCOLN CO., WY
LOTS 2(29.19), 5(9.29), 9(29.12), 10(23.65), NWSE
T025N R112W SEC-0021 LOT 1
T025N R112W SEC-0027 LOT 3
T025N R112W SEC-0028 LOT 3-7
T025N R112W SEC-0029 THAT PORTION OF THE NWNW LYING AND BEING SITUATE
WESTERLY OF THE W RIGHT OF WAY LINE OF STATE HIGHWAY
#189. LOTS 1, 2, 7
75044-00 USA WYW-82343 02/01/1983 BK PG WY SUBLETTE
T030N R113W SEC-0005 N2SE, SWSE
T030N R113W SEC-0007 NE
<PAGE>
75045-00 ARDATH E HARMISON 11/08/1990 BK292 PG 594 WY LINCOLN
T025N R112W SEC-0008 LOTS 4, 5, AND 8
T025N R112W SEC-0017 LOT 1 AND NWNE
75046-00 USA WYW-113668 12/01/1988 BK PG WY LINCOLN
T025N R114W SEC-0001 LOTS 1-5, 8-11, 13-18, AND W/2
T025N R114W SEC-0002 N2, SE
T025N R114W SEC-0003 ALL
T025N R114W SEC-0034 TOWNSHIP 25 1/2M-RANGE 114W
LOTS 1, 2, 3, 4
T025N R114W SEC-0035 TOWNSHIP 25 1/2N-RANGE 114W
LOTS 3, 4
75111-00 USA WYW-125000 10/01/1991 BK 87 PG 720 WY SUBLETTE
T027N R112W SEC-0003 LOTS 1, 6, 7, 10, 11
T027N R112W SEC-0003 LOTS 1, 6, 7, 10, 11
75115-00 USA W-26615 12/01/1970 BK PG WY SUBLETTE
T028N R114W SEC-0005 SWSE E - RECORD TITLE
75121-00 USA WY-43217 02/01/1974 BK PG WY SUBLETTE
T028N R114W SEC-0008 LOT 1
75122-00 USA WY-6317 07/01/1967 BK PG WY SUBLETTE
T028N R114W SEC-0005 LOT 11
74127-00 USA WY-320214 11/01/1965 BK PG WY SUBLETTE
T029N R114W SEC-0034 N2, N2S2, LOTS 1-4
T029N R114W SEC-0035 N2, N2S2, LOTS 1-4
75171-00 STATE OF WYOMING 89-00105 02/02/1989 BK PG WY LINCOLN
T026N R113W SEC-0022 S2SW
75173-00 USA WYW-126688 05/01/1992 BK PG WY LINCOLN
T024N R114W SEC-0007 NE
T025N R114W SEC-0008 NW
T024N R114W SEC-0021 SW
<PAGE>
50029-00 USA EV-26176-B 08/01/1950 BK PG WY SUBLETTE
T030N R113W SEC-0032 NENE
50031-00 USA W-21127 12/31/1938 BK PG WY SUBLETTE
T030N R113W SEC-0027 NW4, S2
T030N R113W SEC-0034 NE
50033-00 USA W-21128 04/01/1951 BK PG WY SUBLETTE
T030N R113W SEC-0022 SW
50188-00 USA W-05991 06/01/1951 BK PG WY SUBLETTE
T030N R113W SEC-0003 LOTS 1(40.50), 2(39.99), 3(39.95), 4(39.90)
T030N R113W SEC-0004 LOTS 1(39.89) 2(39.90)
50271-00 USA W-044101 10/01/1950 BK PG WY LINCOLN
T026N R113W SEC-0017 E2
T026N R113W SEC-0020 N2
T026N R113W SEC-0021 N2
57542-00 USA WYW-113640 12/01/1988 BK 82 PG 160 WY SUBLETTE
T027N R111W SEC-0012 N/2, E/2SW, SE
T027N R111W SEC-0013 N/2
T027N R111W SEC-0024 N/2, SW
57575-00 USA WYW-114336 03/01/1979 BK PG WY SUBLETTE
T031N R113W SEC-0030 SE, S2NE
57607-00 MICKELSON GORDON ET UX 11/01/1988 BK 82 PG 289 WY SUBLETTE
T031N R113W SEC-0019 S2NE
58006-00 USA WYW-116386 10/01/1984 BK PG WY SUBLETTE
T031N R113W SEC-0028 NESW
T031N R113W SEC-0033 SENE
58083-00 ALSADE, LTD. 09/09/1989 BK PG WY SUBLETTE
T031N R113W SEC-0029 EXISTING ACCESS ROAD LOCATED; SWSE,NWSW,SWNW
EITHER SIDE OF CENTERLINE, FOR THE PURPOSE OF
INGRESS AND EGRESS ONLY.
58187-00 USA W-117895 11/01/1989 BK 84 PG 597 WY SUBLETTE
<PAGE>
T031N R113W SEC-0020 NESW, S/2SW, N/2SE, SWSE
T031N R113W SEC-0021 SWNW, NESW, W/2SE
T031N R113W SEC-0028 N/2NW
75048-00 USA W-107067 02/01/1988 BK PG WY SUBLETTE
T025N R114W SEC-0024 LOTS 1-12, W/2
75256-00 USA EV-023768 12/01/1947 BK 31 PG 429 WY SUBLETTE
T025N R113W SEC-0020 SWSW
75257-00 USA EV-022879 07/01/1947 BK 30 PG 545 WY SUBLETTE
T028N R113W SEC-0019 LOTS 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17
75258-00 USA EV-023328 10/01/1948 BK 33 PG 637 WY SUBLETTE
T028N R113W SEC-0030 N2NE
75259-00 USA EV-023553 06/01/1948 BK 33 PG 193 WY SUBLETTE
T028N R113W SEC-0030 S2NE
75260-00 USA WY-01495 02/01/1950 BK 34 PG 83 WY SUBLETTE
T028N R113W SEC-0018 LOTS 11, 12,13, 14, 15, 16, 17, 18, W2SE
75237-00 ST WY-86-00117 02/02/1986 BK236 PG 470 WY LINCOLN
T026N R112W SEC-0016 NW, NWNE, S2NE, S2
</TABLE>
<PAGE>
<TABLE>
PART III TO EXHIBIT A
(DELIVERY AGREEMENT)
ENRON OIL & GAS COMPANY
WELL LISTING DENVER
EXHIBIT A GROUP A
<CAPTION>
WORKING REVENUE WORKING REVENUE
INTEREST INTEREST INTEREST INTEREST
WELL NAME WELL NUMBER ST COUNTY BPO BPO APO APO
<S> <C> <C> <C> <C> <C> <C> <C>
BNG 110-09 F CW 00239-70-00-1 WY LINCOLN 1.0000000 .8216250 1.0000000 .8216250
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SENW 9-26N-113W
ORIGINAL WELLS
BNG 110-09 M CW 00239-70-00-2 WY LINCOLN 1.0000000 .8216250 1.0000000 .8216250
OPERATOR: EOG FORMATION: MUDDY
DESCRIPTION: SENW 9-26N-113W
ORIGINAL WELLS
BNG 111-04 F 00239-80-00-1 WY LINCOLN .6250000 .5125000 .6250000 .5125000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SWNW 4-26N-113W
ORIGINAL WELLS
BNG 111-04 M 00239-80-00-2 WY LINCOLN .6250000 .5125000 .6250000 .5125000
OPERATOR: EOG FORMATION: MUDDY
DESCRIPTION: SWNW 4-26N-113W
ORIGINAL WELLS
BNG 34-04 F LW 00243-40-00-1 WY LINCOLN 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NWNE 4-26N-113W
ORIGINAL WELLS
BNG 34-04 M 00243-40-00-2 WY LINCOLN 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: MUDDY
DESCRIPTION: NWNE 4-26N-113W
ORIGINAL WELLS
BNG 39-04 00243-80-00-1 WY LINCOLN 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NESE 4-26N-113W
ORIGINAL WELLS
<PAGE>
BNG 42-04 00244-40-00-1 WY LINCOLN 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: NWNE 4-26N-113W
ORIGINAL WELLS
BNG 45-04 00244-70-00-1 WY LINCOLN 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: NENE 4-26N-113W
ORIGINAL WELLS
BNG 83-09 LW *00249-30-00-1WY LINCOLN 1.0000000 .8330000 1.0000000 .8330000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NENE 9-26N-113W
ORIGINAL WELLS
BNG 83-09 LW *00249-30-00-2WY LINCOLN 1.0000000 .8330000 1.0000000 .8330000
OPERATOR: EOG FORMATION: MUDDY
DESCRIPTION: NENE 9-26N-113W
ORIGINAL WELLS
CDR CRK 15-05 CW 01981-80-00-1 WY LINCOLN .6000000 .5113528 .6000000 .5113528
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 815' FNL, 2415' FWL 5-26N-113W LOT 3
ORIGINAL WELLS
CDR CRK 16-05 CW 01981-90-00-1 WY LINCOLN .6000000 .5113528 .6000000 .5113528
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 1950' FNL & 1800' FEL 5-26N-113W (LOT 7)
ORIGINAL WELLS
CDR CRK 17-05 CW 02139-50-00-1 WY LINCOLN .6000000 .5113528 .6000000 .5113528
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 796' FNL, 900' FEL 5-26N-113W (LOT 1)
ORIGINAL WELLS
<PAGE>
COW HOLLOW 21 LW 02187-50-00-1 WY LINCOLN .0362000 .0256990 .0250000 .0209380
OPERATOR: BANNON ENERGY INC. FORMATION: FRONTIER
DESCRIPTION: SENE8-22N-112W 1780' FNL & 660' FEL
ORIGINAL WELLS
E ST CAN CW 00163-10-00-1 WY LINCOLN 1.0000000 .8470250 1.0000000 .8470250
20-13 OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 1664' FNL, 1120' FEL 13-26N-112W LOT 2, SENE
ORIGINAL WELLS
ELB 10-04 PW 00769-00-00-1 WY LINCOLN .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SWNW 4-26N-112W
ORIGINAL WELLS
ELB 11-05 PW 00769-10-00-1 WY LINCOLN .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SWNE 5-26N-112W
ORIGINAL WELLS
ELB 23-05 PW 00770-70-00-1 WY LINCOLN .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NWNW 5-26N-112W
ORIGINAL WELLS
ELB 24-05 PW 00770-80-00-1 WY LINCOLN .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SESE 5-26N-112W
ORIGINAL WELLS
ELB 34-08 PW 00771-80-00-1 WY LINCOLN .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SENE 8-26N-112W
ORIGINAL WELLS
<PAGE>
ELB 35-05 PW 00771-90-00-1 WY LINCOLN .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SESW 5-26N-112W
ORIGINAL WELLS
ELB 36-08 PW 00772-00-00-1 WY LINCOLN .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SWNW 8-26N-112W
ORIGINAL WELLS
ELB 37-04 PW 00772-10-00-1 WY LINCOLN .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NESW 4-26N-112W
ORIGINAL WELLS
ELB 59-04D PW 02147-50-00-1 WY LINCOLN .5137380 .4433424 .5137380 .4433424
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 738' FSL, 936' FEL 4-26N-112W SESE
ORIGINAL WELLS
ELB 61-05 PW 01912-80-00-1 WY LINCOLN .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SENE 5-26N-112W
ORIGINAL WELLS
ELB 62-05 PW 00151-80-00-1 WY LINCOLN 1.0000000 .8656687 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: LOT 14 5-26N-112W
ORIGINAL WELLS
ELB 63-08 PW 00151-90-00-1 WY LINCOLN 1.0000000 .8646549 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: LOT 14 8-26N-112W
ORIGINAL WELLS
<PAGE>
ELB 9-08 PW 00773-40-00-1 WY LINCOLN .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: LOT 8 8-26N-112W
ORIGINAL WELLS
ESU 1-21 PW *00779-20-00-1 WY LINCOLN .9361700 .7559590 .9361700 .7559590
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SESE 21-23N-112W
ORIGINAL WELLS
FONTENELLE 02003-70-00-1 WY LINCOLN 1.0000000 .8750000 1.0000000 .8750000
RES 1-22 OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 1495' FNL, 1120' FEL 22-25N-112W SENE
ORIGINAL WELLS
FONTENELLE *00913-00-00-1 WY LINCOLN .0000000 .0045000 .0720000 .0594000
22-22B OPERATOR: PG&E RESOURCES COMPANY FORMATION: FRONTIER
DESCRIPTION: SENW-22-26N-112W (STEAD CANYON PROSPECT
ORIGINAL WELLS
GRB B 1-1 PW 00144-00-00-1 WY LINCOLN 1.0000000 .8547652 1.0000000 .8547652
(BAX) OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 1366' FNL, 1664' FWL 1-26N-113W LOT 37, SENW
ORIGINAL WELLS
GRB B 10-12 PW 01975-80-00-1 WY LINCOLN 1.0000000 .8551525 1.0000000 .8551525
(BAX) OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 234' FNL, 2734' FEL 12-26N-113W LOT 37, NENW
ORIGINAL WELLS
GRB B 11-30 LW 02139-60-00-1 WY LINCOLN 1.0000000 .8450000 1.0000000 .8450000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 560' FWL, 1900' FNL 30-27N-112W LOT 2, SWNW
ORIGINAL WELLS
<PAGE>
GRB B 13-30 LW 02139-70-00-1 WY LINCOLN 1.0000000 .8450000 1.0000000 .8450000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 200' FSL & 1200' FWL, SESW, 30-27N-112W
ORIGINAL WELLS
GRB B 14-31 LW 02139-80-00-1 WY LINCOLN 1.0000000 .8450000 1.0000000 .8450000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 925' FNL & 120 FWL, LOT 3 (NWNW), 31-27N-112W
ORIGINAL WELLS
GRB B 7-1 PW 01975-60-00-1 WY LINCOLN 1.0000000 .8547652 1.0000000 .8547652
(BAX) OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 560' FEL & 2224' FNL (LOT 37) 1-26N-113W
ORIGINAL WELLS
GRB B 9-1 PW 01975-70-00-1 WY LINCOLN 1.0000000 .8547652 1.0000000 .8547652
(BAX) OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 2785' FEL & 3610' FNL, LOT 37, (SENW), 1-26N-113W
ORIGINAL WELLS
GRB CP-1 PW 00945-50-00-1 WY LINCOLN .9198070 .6542040 .9198070 .6542040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SWSE 7-26N-112W
ORIGINAL WELLS
GRB CP-2 PW 00945-60-00-1 WY LINCOLN .9198070 .6542040 .9198070 .6542040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NESW 18-26N-112W
ORIGINAL WELLS
GRB CP-5 00945-70-00-1 WY LINCOLN .9198070 .6542040 .9198070 .6542040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SESW 6-26N-112W
ORIGINAL WELLS
<PAGE>
GRB T 19-03 PW *00946-60-00-1 WY LINCOLN .0000000 .0000000 .5235390 .4491970
OPERATOR: EOG FORMATION: MESV A-B-C
DESCRIPTION: LOT 8 3-26N-113W
ORIGINAL WELLS
GRB T 22-03 PW *00946-90-00-1 WY LINCOLN .0000000 .0000000 .5235390 .4491970
OPERATOR: EOG FORMATION: MESV A-B-C
DESCRIPTION: LOT 9 3-26N-113W
ORIGINAL WELLS
GRB T 23-03 PW *00947-00-00-1 WY LINCOLN .0000000 .0000000 .5235390 .4491970
OPERATOR: EOG FORMATION: MESV A-B-C
DESCRIPTION: 3-26N-113W, NESE
ORIGINAL WELLS
GRB T 31-02 PW *00947-80-00-1 WY LINCOLN .0000000 .0000000 .5235390 .4491970
OPERATOR: EOG FORMATION: MESV A-B-C
DESCRIPTION: 2-26N-113W, NWNW
ORIGINAL WELLS
GRB T 34-03 PW *00948-10-00-1 WY LINCOLN .0000000 .0000000 .5235390 .4491970
OPERATOR: EOG FORMATION: MESV A-B-C
DESCRIPTION: 3-26N-113W, SESE
ORIGINAL WELLS
GRB T 49-10 PW *00949-20-00-1 WY LINCOLN .0000000 .0000000 .5235390 .4491970
OPERATOR: EOG FORMATION: MESV A-B-C
DESCRIPTION: 10-26N-113W, NENE
ORIGINAL WELLS
GRB T 50-10 LW *00949-50-00-1 WY LINCOLN 1.0000000 .8450000 1.0000000 .8450000
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 10-26N-113W, SENE
ORIGINAL WELLS
<PAGE>
GRB 12-07 00952-10-00-1 WY LINCOLN .9198070 .6542040 .9198070 .6542040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NWNE 7-26N-112W
ORIGINAL WELLS
GRB 136-18 F PW 02139-90-00-1 WY LINCOLN .9198070 .6798948 .9198070 .6798489
(T) OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: 334' FNL & 1910' FWL, 18-26N-112W, NENW
ORIGINAL WELLS
GRB 136-7 F 00159-80-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
(PROP) OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: 334' FNL & 1910' FWL, 18-26N-112W, NENW
ORIGINAL WELLS
GRB 137-18 F PW 02140-00-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: 2600' FNL & 150' FWL, LOT 2(SWNW) 18-26N-112W
ORIGINAL WELLS
GRB 138-18 F PW 02140-10-00-2 WY LINCOLN .9180700 .7792040 .9198070 .7792040
(C) OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: 1642' FEL & 2058' FNL SWNE 18-26N-112W
ORIGINAL WELLS
GRB 138-18 F PW 02140-10-00-1 WY LINCOLN .9180700 .7792040 .9198070 .7792040
(T) OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: 1642' FEL & 2058' FNL, SWNE, 18-26N-112W
ORIGINAL WELLS
GRB 141-01 BR PW 00158-40-00-2 WY LINCOLN .8289570 .7060032 .8289570 .7060032
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: 550' FNL & 1500' FEL (NWNE) SEC 1-26N-113W
ORIGINAL WELLS
<PAGE>
GRB 141-01 F PW 00158-40-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: 550' FNL & 1500' FEL (NWNE) SEC 1-26N-113W
ORIGINAL WELLS
GRB 148-2 BR PW 00158-60-00-2 WY LINCOLN .8289570 .7060032 .8289570 .7060032
OPERATOR: EOG FORMATION: BEAR RIVER/35% ALLOCATION
DESCRIPTION: 400' FSL & 2350' FWL, 2-26N-113W, SESW
ORIGINAL WELLS
GRB 148-2 F PW 00158-60-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: ENRON OIL & GAS FORMATION: FRONTIER A-B / 65% ALLOC
DESCRIPTION: 400' FSL & 2350' FWL, 2-26N-113W, SESW
ORIGINAL WELLS
GRB 149-10 BR LW 01985-40-00-2 WY LINCOLN 1.0000000 .8500000 1.0000000 .8500000
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: 1770' FNL & 358' FEL, SEC. 10-26N-113W, (SENE)
ORIGINAL WELLS
GRB 149-10 F PW 01985-40-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: 1770' FNL & 358' FEL, SEC. 10-26N-113W, (SENE)
ORIGINAL WELLS
GRB 150-10 PW 02006-40-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: 1790' FSL & 500' FEL, NESE, 10-26N-113W
ORIGINAL WELLS
GRB 159-13 PW 01985-50-00-1 WY LINCOLN .9198070 .7792080 .9198070 .7792080
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: 800' FWL & 2100' FNL, SWNW, 13-26N-113W
ORIGINAL WELLS
<PAGE>
GRB 160-14 PW 01985-60-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: 2398' FNL & 2330' FEL, SWNE, 14-26N-113W
ORIGINAL WELLS
GRB 166-18 PW 00952-60-00-1 WY LINCOLN 1.0000000 .7211968 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: 497' FWL & 635' FSL, SEC. 18-26N-112W, (LOT 4)
ORIGINAL WELLS
GRB 17-11 BR PW 00952-70-00-2 WY LINCOLN .8289570 .7060032 .8289570 .7060032
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: SWSE 11-26N-113W
ORIGINAL WELLS
GRB 17-11 F PW 00952-70-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SWSE 11-26N-113W
ORIGINAL WELLS
GRB 173-15 F PW 02140-20-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: 400' FEL & 1570' FNL, SENE, 15-26N-113W
ORIGINAL WELLS
GRB 175-10 PW 02006-50-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: 50' FSL & 50' FEL, 10-26N-113W, SESE
ORIGINAL WELLS
GRB 18-01 BR PW 00952-80-00-2 WY LINCOLN .8289570 .7060032 .8289570 .7060032
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: SENW 1-26N-113W
ORIGINAL WELLS
<PAGE>
GRB 18-01 F PW 00952-80-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SENW 1-26N-113W
ORIGINAL WELLS
GRB 188-22 F PW 02140-30-00-1 WY LINCOLN 1.0000000 .8472298 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: 590' FNL & 600' FEL, LOT 1(NENE) 22-26N-113W
ORIGINAL WELLS
GRB 2-12 PW 00953-20-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: LOT 37 12-26N-113W
ORIGINAL WELLS
GRB 23-02 BR PW 00953-60-00-2 WY LINCOLN .8289570 .7060032 .8289570 .7060032
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: NWNW 2-26N-113W
ORIGINAL WELLS
GRB 23-02 F PW 00953-60-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NWNW 2-26N-113W
ORIGINAL WELLS
GRB 24-02 PW 00953-70-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NWSW 2-26N-113W
ORIGINAL WELLS
GRB 25-02 F PW 00953-80-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SESE 2-26N-113W
ORIGINAL WELLS
<PAGE>
GRB 27-14 PW 00953-90-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SWSE 14-26N-113W
ORIGINAL WELLS
GRB 30-15 PW 00954-40-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NESE 15-26N-113W
ORIGINAL WELLS
GRB 30-15 LW 00954-40-00-2 WY LINCOLN 1.0000000 .8250000 1.0000000 .8250000
BAXTER OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: NESE 15-26N-113W
ORIGINAL WELLS
GRB 34-06 PW 00954-60-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SWNE 6-26N-112W
ORIGINAL WELLS
GRB 4-13 PW 00955-30-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: LOT 37 13-26N-113W
ORIGINAL WELLS
GRB 42-13 PW 00955-50-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NWNW 13-26N-113W
ORIGINAL WELLS
GRB 43-11 F PW 00955-60-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SWNW 11-26N-113W
ORIGINAL WELLS
<PAGE>
GRB 43-11 M PW 00955-60-00-2 WY LINCOLN .8289570 .7060032 .8289570 .7060032
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: SWNW 11-26N-113W
ORIGINAL WELLS
GRB 44-14 PW 00955-70-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NENW 14-26N-113W
ORIGINAL WELLS
GRB 44-14 LW 00955-70-00-2 WY LINCOLN 1.0000000 .8450000 1.0000000 .8450000
BAXTER OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: NENW 14-26N-113W
ORIGINAL WELLS
GRB 45-12 PW 00955-80-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: LOT 37 12-26N-113W
ORIGINAL WELLS
GRB 46-01 PW 00955-90-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: LOT 37 1-26N-113W
ORIGINAL WELLS
GRB 47-02 PW 00956-00-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SWNE 2-26N-113W
ORIGINAL WELLS
GRB 51-01 PW 00956-40-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: LOT 37 1-26N-113W
ORIGINAL WELLS
<PAGE>
GRB 53-23 LW 00956-60-00-2 WY LINCOLN 1.0000000 .8350000 1.0000000 .8350000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: NWNW 23-26N-113W
ORIGINAL WELLS
GRB 53-23 PW 00956-60-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NWNW 23-26N-113W
ORIGINAL WELLS
GRB 55-01 BR PW 00956-80-00-2 WY LINCOLN .8289570 .7060032 .8289570 .7060032
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: SENE 1-26N-113W
ORIGINAL WELLS
GRB 55-01 F PW 00956-80-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SENE 1-26N-113W
ORIGINAL WELLS
GRB 58-18 PW 00957-00-00-1 WY LINCOLN .9198070 .6542040 .9198070 .6542040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NENE 18-26N-112W
ORIGINAL WELLS
GRB 64-11 BR PW 00957-80-00-2 WY LINCOLN .8289570 .7060032 .8289570 .7060032
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: NWNE 11-26N-113W
ORIGINAL WELLS
GRB 64-11 F PW 00957-80-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NWNE 11-26N-113W
ORIGINAL WELLS
<PAGE>
GRB 65-14 PW 00957-90-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NWSW 14-26N-113W
ORIGINAL WELLS
GRB 71-06 PW 00958-70-00-1 WY LINCOLN .9198070 .6542040 .9198070 .6542040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SESE 6-26N-112W
ORIGINAL WELLS
GRB 76-14 BR PW 00959-20-00-2 WY LINCOLN .8289570 .7060032 .8289570 .7060032
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: NENE 14-26N-113W
ORIGINAL WELLS
GRB 76-14 F PW 00959-20-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NENE 14-26N-113W
ORIGINAL WELLS
GRB 77-13 PW 00959-30-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NWNE 13-26N-113W
ORIGINAL WELLS
GRB 78-13 PW 00959-40-00-1 WY LINCOLN 1.0000000 .8461968 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NWSW 13-26N-113W
ORIGINAL WELLS
GRB 79-12 PW 00959-50-00-3 WY LINCOLN 1.0000000 .8547652 1.0000000 .8547652
(BAX) OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 1320' FNL & 1320' FEL, NENE, 12-26N-113W
ORIGINAL WELLS
<PAGE>
GRB 79-12 BR LW 00959-50-00-2 WY LINCOLN 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: NENE 12-26N-113W
ORIGINAL WELLS
GRB 79-12 F PW 00959-50-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 1320' FNL & 1320' FEL, SEC. 12-26N-113W, (NENE)
ORIGINAL WELLS
GRB 80-07 BR LW 00959-70-00-2 WY LINCOLN 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: NENW 7-26N-112W
ORIGINAL WELLS
GRB 80-07 F PW 00959-70-00-1 WY LINCOLN .9198070 .7792040 .9898070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NENW 7-26N-112W
ORIGINAL WELLS
GRB 82-6 PW 00959-90-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: 800' FWL & 2200' FNL, SENW, 6-26N-112W
ORIGINAL WELLS
GRB 83-07 BR LW 00960-00-00-2 WY LINCOLN 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: NWSW 7-26N-112W
ORIGINAL WELLS
GRB 83-07 F PW 00960-00-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NWSW 7-26N-112W
ORIGINAL WELLS
<PAGE>
GRB 84-18 PW 00960-10-00-1 WY LINCOLN .9198070 .6542040 .9198070 .6542040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NENW 18-26N-112W
ORIGINAL WELLS
GRB 85-12 PW 00960-30-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SWSW 12-26N-113W
ORIGINAL WELLS
GRB 87-11 PW 00960-50-00-1 WY LINCOLN .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NWSW 11-26N-113W
ORIGINAL WELLS
HANSON *00984-30-00-1 WY LINCOLN .5000000 .4075000 .5000000 .4075000
FEDERAL OPERATOR: PRESIDIO OIL COMPANYFORMATION: BEAR RIVER
40-06 DESCRIPTION: 2882' FNL, & 968' FEL, SEC. 6-26N-11W, (NESE)
ORIGINAL WELLS
HYRUM DITCH CW *01011-50-00-1 WY LINCOLN .0000000 .0110690 .0000000 .0110690
11X26 OPERATOR: FMC CORPORATION FORMATION: FRONTIER
DESCRIPTION: PT RE-SURV LOT 44 & 45, LOTS 3 & 4-26&27-T26N-113W
ORIGINAL WELLS
HYRUM DITCH CW *00011-60-00-1 WY LINCOLN .0000000 .0058330 .0000000 .0000000
31X26 OPERATOR: FMC CORPORATION FORMATION: FRONTIER
DESCRIPTION: LOT 7, 8, PT LOTS 41 & 43-26-T26N-R113W
ORIGINAL WELLS
<PAGE>
LANSDALE FED CW 01932-70-00-1 WY LINCOLN .0000000 .0000000 1.0000000 .8600000
10-8 OPERATOR: EOG FORMATION: BEAR RIVER
DESCRIPTION: NENW 8-26N-111W
ORIGINAL WELLS
LANSDALE FED CW 01932-70-00-2 WY LINCOLN .0000000 .0000000 1.0000000 .8600000
10-8 OPERATOR: EOG FORMATION: 2ND FRONTIER
DESCRIPTION: NENW 8-26N-111W
ORIGINAL WELLS
LANSDALE FED CW 01932-70-00-3 WY LINCOLN .0000000 .0000000 1.0000000 .8600000
10-8 OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: NENW 8-26N-111W
ORIGINAL WELLS
LARSON 1-17 LW *01031-50-00-1 WY LINCOLN 1.0000000 .8250000 1.0000000 .8250000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SENW 17-26N-112W
ORIGINAL WELLS
MCGINNIS 1-17 LW *01071-70-00-1 WY LINCOLN 1.0000000 .8250000 1.0000000 .8250000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NWSW 17-26N-112W
ORIGINAL WELLS
OPAL 4-21 LW *00472-80-00-1 WY LINCOLN 1.0000000 .8500000 1.0000000 .8500000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NWSE 21-22N-112W
ORIGINAL WELLS
SHB 1-08(F) CW 00519-20-00-2 WY LINCOLN .9500000 .7748750 .9500000 .7748750
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 1308 FNL 1388 FEL NWNE-8-26N-113W (HOGBACK PROSPECT)
ORIGINAL WELLS
SHB34-08 CW *00615-10-00-1 WY LINCOLN .2500000 .2025000 .2500000 .2025000
OPERATOR: MOBIL OIL CORPORATION FORMATION: BEAR RIVER/MUDDY
DESCRIPTION: E2-8-26N-113W
ORIGINAL WELLS
<PAGE>
SHB 12-04 CW 00515-60-00-1 WY LINCOLN .6250000 .5125000 .6250000 .5125000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: LOT 12 4-26N-113W
ORIGINAL WELLS
SHB 13-08A CW 00515-70-00-1 WY LINCOLN .9459459 .7714898 .9500000 .7748750
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NW SE 8-26N-113W
ORIGINAL WELLS
SHB 15-04 CW 00515-80-00-2 WY LINCOLN 1.0000000 .8418228 1.0000000 .8418228
(BAX) OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 1602' FWL & 548' FNL4-26N-113W LOT 3
ORIGINAL WELLS
SHB 15-04 CW 00515-80-00-3 WY LINCOLN 1.0000000 .8418228 1.0000000 .8418228
(FRONT) OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 1602' FWL & 548' FNL4-26N-113W LOT 3
ORIGINAL WELLS
SHB 15-04 CW 00515-80-00-1 WY LINCOLN 1.0000000 .8418228 1.0000000 .8418228
(MUD) OPERATOR: EOG FORMATION: MUDDY
DESCRIPTION: 1602' FWL & 548' FNL4-26N-113W LOT 3
ORIGINAL WELLS
SHB 21-04 00515-90-00-1 WY LINCOLN 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: LOT 10 4-26N-113W
ORIGINAL WELLS
SHB 21-04 00515-90-00-2 WY LINCOLN 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: MUDDY
DESCRIPTION: LOT 10 4-26N-113W
ORIGINAL WELLS
<PAGE>
SHB 3-16 F 00519-30-00-1 WY LINCOLN 1.0000000 .7750000 1.0000000 .7750000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SWNW 16-26N-113W
ORIGINAL WELLS
SHB 3-16 M 00519-30-00-2 WY LINCOLN 1.0000000 .7750000 1.0000000 .7750000
OPERATOR: EOG FORMATION: MUDDY
DESCRIPTION: SWNW 16-26N-113W
ORIGINAL WELLS
SHB 4-09 F 00519-50-00-2 WY LINCOLN 1.0000000 .8216250 1.0000000 .8216250
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NWSW 9-26N-113W
ORIGINAL WELLS
SHB 4-09 M 00519-50-00-1 WY LINCOLN 1.0000000 .8216250 1.0000000 .8216250
OPERATOR: EOG FORMATION: MUDDY
DESCRIPTION: NWSW 9-26N-113W
ORIGINAL WELLS
SHB 5-16 LW 00519-60-00-1 WY LINCOLN 1.0000000 .7750000 1.0000000 .7750000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SW 16-26N-113W
ORIGINAL WELLS
SHB 6-16 00519-70-00-1 WY LINCOLN 1.0000000 .7750000 1.0000000 .7750000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NWSW 16-26N-113W
ORIGINAL WELLS
<PAGE>
SLB 1-04 (CW) 00528-30-00-1 WY LINCOLN .6250000 .5125000 .6250000 .5125000
OPERATOR: EOG FORMATION: MUDDY
DESCRIPTION: LOT 11 4-26N-113W
ORIGINAL WELLS
SLB 1-04 (CW) 00528-30-00-2 WY LINCOLN .6250000 .5125000 .6250000 .5125000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: LOT 11 4-26N-113W
ORIGINAL WELLS
SPR CRK 7-14 00570-20-00-1 WY LINCOLN .0000000 .0000000 .0000000 .0000000
LW P&A OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SWSW 14-26N-112W
ORIGINAL WELLS
ST CAN 1-15 00586-30-00-1 WY LINCOLN 1.0000000 .8650000 1.0000000 .8650000
OPERATOR: EOG FORMATION: FRONTIER "A"
DESCRIPTION: NENE 15-26N-112W
ORIGINAL WELLS
ST CAN 19-13 LW *00587-10-00-2 WY LINCOLN 1.0000000 .8625000 1.0000000 .8625000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 1515' FSL & 3455' FWL, NWSE, 13-26N-112W
ORIGINAL WELLS
ST CAN 19-13 PW 00587-10-00-1 WY LINCOLN 1.0000000 .8625000 1.0000000 .8625000
OPERATOR: EOG FORMATION: FRONTIER B
DESCRIPTION: 1515' FSL & 3455' FWL, NWSE, 13-26N-112W
ORIGINAL WELLS
ST CAN 3-13 LW 00587-30-00-2 WY LINCOLN 1.0000000 .8625000 1.0000000 .8625000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 2240' FNL & 1104" FEL, SEC. 13-26N-112W, (SESW)
ORIGINAL WELLS
<PAGE>
ST CAN 3-13 PW 00587-30-00-1 WY LINCOLN 1.0000000 .8625000 1.0000000 .8625000
OPERATOR: EOG FORMATION: FRONTIER B
DESCRIPTION: SESW 13-26N-112W
ORIGINAL WELLS
ST CAN 5-14 LW 00587-50-00-2 WY LINCOLN 1.0000000 .8650000 1.0000000 .8650000
BAX OPERATOR: EOG FORMATION: BAXTER(RECOMPLETION)
DESCRIPTION: 50' FNL & 650' FEL, SEC. 14, 26N, 112W, (NE NE)
ORIGINAL WELLS
ST CAN 5-14 00587-50-00-1 WY LINCOLN 1.0000000 .8650000 1.0000000 .8650000
LW(TA) OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 50' FNL & 650' FEL, SEC. 14-26N-112W, (NENE)
ORIGINAL WELLS
ST CAN 6-10 00587-60-00-1 WY LINCOLN 1.0000000 .8650000 1.0000000 .8650000
OPERATOR: EOG FORMATION: FRONTIER "A"
DESCRIPTION: NWSE 10-26N-112W
ORIGINAL WELLS
ST CAN 7-10 00587-70-00-1 WY LINCOLN 1.0000000 .8650000 1.0000000 .8650000
OPERATOR: EOG FORMATION: FRONTIER "A"
DESCRIPTION: SWSW 10-26N-112W
ORIGINAL WELLS
ST CAN 8-11 PW 00587-80-00-3 WY LINCOLN 1.0000000 .8650000 1.0000000 .8650000
(BAX) OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 2496' FSL & 429' FWL 11-26N-112W NWSW
ORIGINAL WELLS
ST CAN 8-11 F 00587-80-00-2 WY LINCOLN 1.0000000 .8650000 1.0000000 .8650000
OPERATOR: EOG FORMATION: FRONTIER "A"
DESCRIPTION: NWSW 11-26N-112W
ORIGINAL WELLS
<PAGE>
ST CAN 9-11 LW 00588-00-00-1 WY LINCOLN 1.0000000 .8650000 1.0000000 .8650000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 1350' FWL & 950' FNL, 11-26N-112W, (N2NW)
ORIGINAL WELLS
W ST CAN 12-9 LW 00817-90-00-1 WY LINCOLN 1.0000000 .8650000 1.0000000 .8650000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 1203' FNL & 1414' FWL, SEC. 9-26N-112W, (NWNW)
ORIGINAL WELLS
W ST CAN LW 01989-30-00-1 WY LINCOLN 1.0000000 .8650000 1.0000000 .8650000
13-09 OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 1127' FSL & 769' FWL, SEC. 9-26N-112W, (SWSW)
ORIGINAL WELLS
W ST CAN 14-9 00149-60-00-1 WY LINCOLN 1.0000000 .8650000 1.0000000 .8650000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 2130' FNL & 1450' FEL, SEC. 9-26N-112W, (SWNE)
ORIGINAL WELLS
W ST CAN LW 01989-40-00-1 WY LINCOLN 1.0000000 .8650000 1.0000000 .8650000
15-09 OPERATOR: EOG FORMATION: 2ND FRONTIER
DESCRIPTION: 1538' FSL & 1920' FEL, SEC 9-26N-112W, (NWSE)
ORIGINAL WELLS
W ST CAN LW *02140-90-00-1 WY LINCOLN 1.0000000 .8650000 1.0000000 .8650000
17-9D OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 1225' FNL, 1197' FWL 9-26N-112W NWNW
ORIGINAL WELLS
W ST CAN LW 02134-80-00-1 WY LINCOLN 1.0000000 .8250000 1.0000000 .8250000
18-17 OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NWNW 17-26N-112W
ORIGINAL WELLS
<PAGE>
W ST CAN LW 02141-00-00-1 WY LINCOLN 1.0000000 .8650000 1.0000000 .8650000
20-9D OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 2500' FSL, 1900' FWL 9-26N-112W NESW
ORIGINAL WELLS
WEST SWAN CW 02130-50-00-1 WY LINCOLN 1.0000000 .8371750 1.0000000 .8371750
1-24 OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 553' FEL, 953' FNL 24-25N-112W LOT 1
ORIGINAL WELLS
WEST SWAN LW 02138-00-00-1 WY LINCOLN 1.0000000 .8250000 1.0000000 .8250000
2-25 OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 550'FEL, 2180'FSL 25-25N-112W LOT 3
ORIGINAL WELLS
WEST SWAN LW 02141-10-00-1 WY LINCOLN 1.0000000 .8250000 1.0000000 .8250000
3-25 OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 2155' FWL & 2109' FSL 25-25N-112W NESW
ORIGINAL WELLS
WILLOW CREEK PW *00831-10-00-1 WY LINCOLN .7500000 .6333050 .7500000 .6333605
1-03 OPERATOR: EOG FORMATION: FORT UNION
DESCRIPTION: NWNW 3-24N-114W
ORIGINAL WELLS
</TABLE>
<PAGE>
<TABLE>
ENRON OIL & GAS COMPANY
WELL LISTING DENVER
EXHIBIT A GROUP A
<CAPTION>
WORKING REVENUE WORKING REVENUE
INTEREST INTEREST INTEREST INTEREST
WELL NAME WELL NUMBER ST COUNTY BPO BPO APO APO
<S> <C> <C><C> <C> <C> <C> <C>
AMOCO AG-1/ *00110-90-00-1 WY SUBLETTE .0000000 .0026760 .0446015
FED 40-18
.0347892 OPERATOR: AMOCO PRODUCTION COMPANYFORMATION: FRONTIER AND BEAR RIVER
DESCRIPTION: SE 18-27N-111W (BIRD CANYON PROSPECT)
ORIGINAL WELLS
AMOCO AH-1/ *00111-00-00-1 WY SUBLETTE .0000000 .0055980 .0711640
FED 20-19
.0561719 OPERATOR: AMOCO PRODUCTION COMPANYFORMATION: FRONTIER AND BEAR RIVER
DESCRIPTION: NENE 19-27N-111W (BIRD CANYON PROSPECT)
ORIGINAL WELLS
AMOCO AJ-1/ *00110-80-00-1 WY SUBLETTE .0000000 .0026760 .0446015
FED.20-18
.0347892 OPERATOR: AMOCO PRODUCTION COMPANYFORMATION: FRONTIER AND BEAR RIVER
DESCRIPTION: NE 18-27N-111W (BIRD CANYON PROSPECT)
ORIGINAL WELLS
B & H 1-01 LW 00730-00-00-1 WY SUBLETTE 1.0000000 .8500000 1.0000000 .8500000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SWNE 01-27N-114W
ORIGINAL WELLS
B 1A-22 LW *00730-30-00-1 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NENE 22-29N-113W
ORIGINAL WELLS
B 11TC-14LW 00200-00-00-1 WY SUBLETTE 1.0000000 .8150000 1.0000000 .8150000
(TA) OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SWSE 14-29N-113W
ORIGINAL WELLS
B 15A-11 LW *00200-10-00-1 WY SUBLETTE 1.0000000 .8125000 1.0000000 .8125000
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SWSW 11-29N-113W,
ORIGINAL WELLS
<PAGE>
B 16-15 LW *00200-20-00-1 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NENE 15-29N-113W
ORIGINAL WELLS
B 18-02 LW *00200-40-00-1 WY SUBLETTE 1.0000000 .7912500 1.0000000 .7912500
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NWSW 2-29N-113W
ORIGINAL WELLS
B 22-25 LW *00200-60-00-1 WY SUBLETTE 1.0000000 .8600000 1.0000000 .8600000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SENW 25-29N-113W
ORIGINAL WELLS
B 26-14 LW&*00200-70-00-1 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NENE 14-29N-113W
ORIGINAL WELLS
B 3-23 LW *00201-00-00-1 WY SUBLETTE 1.0000000 .8450000 1.0000000 .8450000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SWSW 23-29N-113W
ORIGINAL WELLS
B 30-25 LW *00201-10-00-1 WY SUBLETTE 1.0000000 .8375000 1.0000000 .8375000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SENE 25-29N-113W
ORIGINAL WELLS
B 33-10 LW *00201-40-00-1 WY SUBLETTE 1.0000000 .7412500 1.0000000 .7412500
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NWNE 10-29N-113W
ORIGINAL WELLS
<PAGE>
B 36-25 PW *00201-50-00-1 WY SUBLETTE 1.0000000 .8375000 1.0000000 .8375000
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SESW 25-29N-113W
ORIGINAL WELLS
B 39-11 LW *00201-70-00-1 WY SUBLETTE 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NENE 11-29N-113W
ORIGINAL WELLS
B 4-26 LW *00201-80-00-1 WY SUBLETTE 1.0000000 .8450000 1.0000000 .8450000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NESW 26-29N-113W
ORIGINAL WELLS
B 43-24 LW *00201-90-00-1 WY SUBLETTE 1.0000000 .8475000 1.0000000 .8475000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SESE 24-29N-113W
ORIGINAL WELLS
B 44-25 00202-00-00-1 WY SUBLETTE 1.0000000 .8375000 1.0000000 .8375000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SESE 25-29N-113W
ORIGINAL WELLS
B 45-02 LW *00202-10-00-1 WY SUBLETTE 1.0000000 .7912500 1.0000000 .7912500
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NWSE 2-29N-113W
ORIGINAL WELLS
B 5-35 LW *00202-40-00-1 WY SUBLETTE 1.0000000 .8150000 1.0000000 .8150000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NENW 35-29N-113W
ORIGINAL WELLS
<PAGE>
B 5A-35 LW *00202-50-00-1 WY SUBLETTE 1.0000000 .8170000 1.0000000 .8170000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NENW 35-29N-113W
ORIGINAL WELLS
B 57-23 PW *00202-70-00-1 WY SUBLETTE 1.0000000 .8150000 1.0000000 .8150000
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SESE 23-29N-113W
ORIGINAL WELLS
B 62-14 LW 00203-00-00-1 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SESW 14-29N-113W
ORIGINAL WELLS
B 63-26 00203-10-00-1 WY SUBLETTE 1.0000000 .8450000 1.0000000 .8450000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SESE 26-29N-113W
ORIGINAL WELLS
B 65-23LW (TA) *00203-20-00-1 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SWNE 23-29N-113W
ORIGINAL WELLS
B 68-14 LW *00203-30-00-1 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SESW 14-29N-113W
ORIGINAL WELLS
<PAGE>
B 69 TC-03 00203-40-00-1 WY SUBLETTE 1.0000000 .8317500 1.0000000 .8317500
OPERATOR: EOG FORMATION: TRANSITION (TUBING)
DESCRIPTION: SWNE 3-29N-113W
ORIGINAL WELLS
B 69 TC-03 00203-40-00-2 WY SUBLETTE 1.0000000 .8317500 1.0000000 .8317500
OPERATOR: EOG FORMATION: ALMY (CASING)
DESCRIPTION: SWNE 3-29N-113W
ORIGINAL WELLS
B 70-14LW (TA) &*00203-50-00-1 WY SUBLETTE 1.0000000 .8150000 1.0000000 .8150000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NWSE 14-29N-113W
ORIGINAL WELLS
B 71-14LW (TA) &*00203-60-00-1 WY SUBLETTE 1.0000000 .8150000 1.0000000 .8150000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SENW 14-29N-113W
ORIGINAL WELLS
B 81-24LW (TA) *00203-70-00-1 WY SUBLETTE 1.0000000 .8250000 1.0000000 .8250000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NWNW 24-29N-113W
ORIGINAL WELLS
B 82-24 LW *00203-80-00-1 WY SUBLETTE 1.0000000 .8250000 1.0000000 .8250000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SENW 24-29N-113W
ORIGINAL WELLS
B 9-14 LW&*00204-10-00-2 WY SUBLETTE 1.0000000 .8250000 1.0000000 .8250000
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: 875' FNL & 780' FWL, SEC. 14-29N-113W, (NWNW)
ORIGINAL WELLS
<PAGE>
B 9A-14 LW 00204-10-00-1 WY SUBLETTE 1.0000000 .8250000 1.0000000 .8250000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NWNW 14-29N-113W
ORIGINAL WELLS
BESS CANYON 01988-70-00-1 WY SUBLETTE 1.0000000 .8650000 1.0000000 .8650000
5-35 OPERATOR: EOG FORMATION: MUDDY
DESCRIPTION: 760' FNL & 460' FEL, SEC. 35-27N-112W, (NENE)
ORIGINAL WELLS
BIG PINEY MV *99999-99-99-N WY SUBLETTE 1.0000000 .8571348 1.0000000 .8571348
LABARGE OPERATOR: EOG FORMATION: MESV TRANS/M SAND
DESCRIPTION: MESAVERDE TRANSITION/M SAND (TIP TOP SHALLOW UNIT)
ORIGINAL WELLS
BIRD CANYON *00108-80-00-1 WY SUBLETTE .2121756 .1644361 .2121756 .1644361
FED 20-6 OPERATOR: PRESIDIO OIL COMPANYFORMATION: BEAR RIVER
DESCRIPTION: NE 6-27N-111W (BIRD CANYON PROSPECT)
ORIGINAL WELLS
BIRD STATE LW *00229-60-00-1 WY SUBLETTE 1.0000000 .7850000 1.0000000 .7850000
1-16 OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SESE 16-27N-112W
ORIGINAL WELLS
BIRD STATE LW *00229-70-00-1 WY SUBLETTE 1.0000000 .7850000 1.0000000 .7850000
2-16 OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SENE 16-27N-112W
ORIGINAL WELLS
BIRD STATE LW&*00229-80-00-1 WY SUBLETTE 1.0000000 .8750000 1.0000000 .8750000
3-16 OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NW 16-27N-112W
ORIGINAL WELLS
<PAGE>
BNG70-28 LW *00247-80-00-1 WY SUBLETTE 1.0000000 .8625000 1.0000000 .8625000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SEC. 28-28N-113W, NENW
ORIGINAL WELLS
BNG 1-28 LW *00238-60-00-1 WY SUBLETTE 1.0000000 .8625000 1.0000000 .8625000
OPERATOR: EOG FORMATION: MEASAVERDE TRAN/M SAND
DESCRIPTION: SEC. 28-28N-113W, SWNW
ORIGINAL WELLS
BNG 101-33 PW&*00238-80-00-1 WY SUBLETTE 1.0000000 .7848011 1.0000000 .7848011
OPERATOR: EOG FORMATION: MESAVERDE 5TH ZONE
DESCRIPTION: SEC. 33-28N-113W, SWSW
ORIGINAL WELLS
BNG 102-33 PW&*00238-90-00-1 WY SUBLETTE 1.0000000 .7848011 1.0000000 .7848011
OPERATOR: EOG FORMATION: MESAVERDE 5TH ZONE
DESCRIPTION: SEC. 33-28N-113W, SWSW
ORIGINAL WELLS
BNG 104-33 PW&*00239-10-00-1 WY SUBLETTE 1.0000000 .7848011 1.0000000 .7848011
OPERATOR: EOG FORMATION: MESAVERDE 5TH ZONE
DESCRIPTION: SEC. 33-28N-113W, NWSW
ORIGINAL WELLS
BNG 105-04 PW&*00239-20-00-1 WY SUBLETTE 1.0000000 .7848011 1.0000000 .7848011
OPERATOR: EOG FORMATION: MESAVERDE 5TH ZONE
DESCRIPTION: SEC. 4-27N-113W, NENW
ORIGINAL WELLS
BNG 106-04 WIW &*00239-30-00-1 WY SUBLETTE 1.0000000 .7848011 1.0000000 .7848011
OPERATOR: EOG FORMATION: MESAVERDE 5TH ZONE
DESCRIPTION: NWNW 4-27N-113W
ORIGINAL WELLS
<PAGE>
BNG 107-32 PW *00239-40-00-1 WY SUBLETTE 1.0000000 .7848011 1.0000000 .7848011
OPERATOR: EOG FORMATION: MESAVERDE 5TH ZONE
DESCRIPTION: SEC. 32-28N-113W, SESE
ORIGINAL WELLS
BNG 11-23 LW 00239-60-00-1 WY SUBLETTE 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SWSW 23-28N-113W
ORIGINAL WELLS
BNG 112-21 PW *00239-90-00-1 WY SUBLETTE 1.0000000 .8571349 1.0000000 .8571349
OPERATOR: EOG FORMATION: MESAVERDE TRAN/M SAND
DESCRIPTION: SEC. 21-28N-113W, SWSW
ORIGINAL WELLS
BNG 114-28 PW *00240-10-00-1 WY SUBLETTE 1.0000000 .8571349 1.0000000 .8571349
OPERATOR: EOG FORMATION: MESAVERDE TRAN/M SAND
DESCRIPTION: SEC. 28-28N-113W, NWNW
ORIGINAL WELLS
BNG 115-21 PW *00240-20-00-1 WY SUBLETTE 1.0000000 .8571349 1.0000000 .8571349
OPERATOR: EOG FORMATION: MESAVERDE TRAN/M SAND
DESCRIPTION: SEC. 21-28N-113W, NESW
ORIGINAL WELLS
BNG 116-28 PW *02007-90-00-1 WY SUBLETTE 1.0000000 .8571349 1.0000000 .8571349
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: SEC. 28-28N-113W, NENW
ORIGINAL WELLS
BNG 118-20 PW *00240-50-00-1 WY SUBLETTE 1.0000000 .8571349 1.0000000 .8571349
OPERATOR: EOG FORMATION: MESAVERDE TRAN/M SAND
DESCRIPTION: SEC. 20-28N-113W, SESW
ORIGINAL WELLS
<PAGE>
BNG 15-32 PW 00241-30-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 32-28N-113W, NESE
ORIGINAL WELLS
BNG 16-05 PW 00241-40-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 5-27N-113W, NENE
ORIGINAL WELLS
BNG 17-05 PW 00241-50-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 5-27N-113W, SESE
ORIGINAL WELLS
BNG 18-17 PW 00241-70-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 17-27N-113W, SWNE
ORIGINAL WELLS
BNG 19-08 PW 00241-80-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 8-27N-113W, NWSW
ORIGINAL WELLS
BNG 2-28 LW *00241-90-00-1 WY SUBLETTE 1.0000000 .8625000 1.0000000 .8625000
OPERATOR: EOG FORMATION: MESAVERDE TRAN/M SAND
DESCRIPTION: SEC. 28-28N-113W, NWSE
ORIGINAL WELLS
BNG 20-32 LW *00242-00-00-1 WY SUBLETTE 1.0000000 .7850000 1.0000000 .7850000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NENE 32-28N-113W
ORIGINAL WELLS
<PAGE>
BNG 21-20 PW 00242-20-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 20-27N-113W, NENE
ORIGINAL WELLS
BNG 22-05 PW 00242-30-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 5-27N-113W, SWSW
ORIGINAL WELLS
BNG 25-09 PW 00242-50-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 9-27N-113W, SESW
ORIGINAL WELLS
BNG 26-21 PW 00242-60-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 21-27N-113W, NENE
ORIGINAL WELLS
BNG 27-04 PW 00242-70-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 4-27N-113W, SESW
ORIGINAL WELLS
BNG 28-33 PW 00242-80-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 33-28N-113W, SESE
ORIGINAL WELLS
BNG 29-33 PW 00242-90-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 33-28N-113W, SWNE
ORIGINAL WELLS
<PAGE>
BNG 30-28 FVPU00243-10-00-1 WY SUBLETTE 1.0000000 .8328571 1.0000000 .8328571
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 28-27N-113W, NESW
ORIGINAL WELLS
BNG 30-28 MVPU00243-10-00-2 WY SUBLETTE 1.0000000 .8328571 1.0000000 .8328571
OPERATOR: EOG FORMATION: MUDDY
DESCRIPTION: SEC. 28-27N-113W, NESW
ORIGINAL WELLS
BNG 31-21 LW 00243-20-00-1 WY SUBLETTE .5000000 .4375000 .5000000 .4375000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NENW 21-27N-112W
ORIGINAL WELLS
BNG 36-16 PW 00243-50-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 16-27N-113W, SENE
ORIGINAL WELLS
BNG 37-33 00243-60-00-2 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: MUDDY
DESCRIPTION: NESE, SEC. 33-27N-113W
ORIGINAL WELLS
BNG 37-33 LW 00243-60-00-1 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: NWSE 33-27N-113W
ORIGINAL WELLS
BNG 37-33 LW 00243-60-00-3 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
(BAX) OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 2640' FNL & 1330' FEL 33-27N-113W NESE
ORIGINAL WELLS
<PAGE>
BNG 37-33 LW 00243-60-00-4 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
(TGS) OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: NWSE 33-27N-113W
ORIGINAL WELLS
BNG 38-09 PW 00243-70-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 9-27N-113W, SWNW
ORIGINAL WELLS
BNG 40-32 PW&*00244-20-00-1 WY SUBLETTE 1.0000000 .7848011 1.0000000 .7848011
OPERATOR: EOG FORMATION: MESAVERDE 5TH ZONE
DESCRIPTION: SEC. 32-28N-113W, NESE
ORIGINAL WELLS
BNG 41-28 PW *00244-30-00-1 WY SUBLETTE 1.0000000 .8571349 1.0000000 .8571349
OPERATOR: EOG FORMATION: MESAVERDE TRAN/M SAND
DESCRIPTION: SEC. 28-28N-113W, NENW
ORIGINAL WELLS
BNG 43-28 VPU 00244-50-00-1 WY SUBLETTE 1.0000000 .8328571 1.0000000 .8328571
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: SEC. 28-27N-113W, NESW
ORIGINAL WELLS
BNG 46-28 PW *00244-80-00-1 WY SUBLETTE 1.0000000 .8571349 1.0000000 .8571349
OPERATOR: EOG FORMATION: MESAVERDE TRANS/M SAND
DESCRIPTION: SEC. 28-28N-113W, NWNW
ORIGINAL WELLS
BNG 47C-33 &*00245-00-00-1 WY SUBLETTE 1.0000000 .8150000 1.0000000 .8150000
WIW OPERATOR: EOG FORMATION: MESAVERDE 5TH ZONE
DESCRIPTION: SWSW 33-28N-113W
ORIGINAL WELLS
<PAGE>
BNG 49-33 PW 00245-10-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 33-28N-113W, SESW
ORIGINAL WELLS
BNG 5-08 PW 00245-40-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 8-27N-113W, SESE
ORIGINAL WELLS
BNG 50-16 PW 00245-50-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 16-27N-113W, SWNW
ORIGINAL WELLS
BNG 50-16 LW 00245-50-00-2 WY SUBLETTE 1.0000000 .8500000 1.0000000 .8500000
(BAX) OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 1000' FWL & 1425' FNL, 16-27N-113WSWNW
ORIGINAL WELLS
BNG 51-04 PW 00245-60-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 4-27N-113W, SENW
ORIGINAL WELLS
BNG 53-29 PW *00245-80-00-1 WY SUBLETTE 1.0000000 .8571349 1.0000000 .8571349
OPERATOR: EOG FORMATION: MESAVERDE TRAN/M SAND
DESCRIPTION: SEC. 29-28N-113W, NENE
ORIGINAL WELLS
BNG 54-28 PW *00245-90-00-1 WY SUBLETTE 1.0000000 .8571349 1.0000000 .8571349
OPERATOR: EOG FORMATION: MESAVERDE TRAN/M SAND
DESCRIPTION: SEC. 28-28N-113W, SWNW
ORIGINAL WELLS
<PAGE>
BNG 55-33 PW&*00010-00-00-1 WY SUBLETTE 1.0000000 .7848011 1.0000000 .7848011
OPERATOR: EOG FORMATION: MESAVERDE 5TH ZONE
DESCRIPTION: SEC. 33-28N-113W, SWSW
ORIGINAL WELLS
BNG 56-20 PW *00246-10-00-1 WY SUBLETTE 1.0000000 .8571349 1.0000000 .8571349
OPERATOR: EOG FORMATION: MESAVERDE TRAN/M SAND
DESCRIPTION: SEC. 20-28N-113W, SWSE
ORIGINAL WELLS
BNG 59-32 &*00246-40-00-1 WY SUBLETTE 1.0000000 .7777791 1.0000000 .7777791
WIW OPERATOR: EOG FORMATION: MESAVERDE 5TH ZONE
DESCRIPTION: SENE 32-28N-113W
ORIGINAL WELLS
BNG 6-33 LW *00246-50-00-1 WY SUBLETTE 1.0000000 .8150000 1.0000000 .8150000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SWSW 33-28N-113W
ORIGINAL WELLS
BNG 63-29 PW *00246-80-00-1 WY SUBLETTE 1.0000000 .8571349 1.0000000 .8571349
OPERATOR: EOG FORMATION: MESAVERDE TRAN/M SAND
DESCRIPTION: SEC. 28-28N-113W, SWNE
ORIGINAL WELLS
BNG 69-33 &*00247-30-00-1 WY SUBLETTE 1.0000000 .8150000 1.0000000 .8150000
WIW OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NWSW 33-28N-113W
ORIGINAL WELLS
BNG 71-32 &*00247-90-00-1 WY SUBLETTE 1.0000000 .7777791 1.0000000 .7777791
WIW OPERATOR: EOG FORMATION: MESAVERDE 5TH ZONE
DESCRIPTION: SESE 32-28N-113W
ORIGINAL WELLS
<PAGE>
BNG 72-33 &*00248-10-00-1 WY SUBLETTE 1.0000000 .7777791 1.0000000 .7777791
WIW OPERATOR: EOG FORMATION: MESAVERDE 5TH ZONE
DESCRIPTION: SWNW 33-28N-113W
ORIGINAL WELLS
BNG 75-28 PW *00248-30-00-1 WY SUBLETTE 1.0000000 .8571349 1.0000000 .8571349
OPERATOR: EOG FORMATION: MESAVERDE TRANS/M SAND
DESCRIPTION: SEC. 28-28N-113W, SWNW
ORIGINAL WELLS
BNG 76-21 PW *00248-40-00-1 WY SUBLETTE 1.0000000 .8571349 1.0000000 .8571349
OPERATOR: EOG FORMATION: MESAVERDE TRAN/M SAND
DESCRIPTION: SEC. 21-28N-113W, SWSW
ORIGINAL WELLS
BNG 77-21 PW *00248-50-00-1 WY SUBLETTE 1.0000000 .8571349 1.0000000 .8571349
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC. 21-28N-113W, NWSW
ORIGINAL WELLS
BNG 80-32 PW&*00249-00-00-1 WY SUBLETTE 1.0000000 .7848011 1.0000000 .7848011
OPERATOR: EOG FORMATION: MESAVERDE 5TH ZONE
DESCRIPTION: SEC. 32-28N-113W, SESE
ORIGINAL WELLS
BNG 81-08 PW 00249-10-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 8-27N-113W, NESE
ORIGINAL WELLS
BNG 82-28 LW *00249-20-00-1 WY SUBLETTE 1.0000000 .8625000 1.0000000 .8625000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SEC. 28-28N-113W, SENW
ORIGINAL WELLS
<PAGE>
BNG 84-04 PW&*00249-40-00-1 WY SUBLETTE 1.0000000 .7848011 1.0000000 .7848011
OPERATOR: EOG FORMATION: MESAVERDE 5TH ZONE
DESCRIPTION: SEC. 4-27N-113W, NENW
ORIGINAL WELLS
BNG 86-04 PW&*00249-50-00-1 WY SUBLETTE 1.0000000 .7848011 1.0000000 .7848011
OPERATOR: EOG FORMATION: MESAVERDE 5TH ZONE
DESCRIPTION: SEC. 4-27N-113W, SENW
ORIGINAL WELLS
BNG 88-04 PW&*00249-60-00-1 WY SUBLETTE 1.0000000 .7848011 1.0000000 .7848011
OPERATOR: EOG FORMATION: MESAVERDE 5TH ZONE
DESCRIPTION: SEC. 4-27N-113W, NESW
ORIGINAL WELLS
BNG 90TC-04 &*00249-90-00-1 WY SUBLETTE 1.0000000 .7848011 1.0000000 .7848011
WIW OPERATOR: EOG FORMATION: MESAVERDE 5TH ZONE
DESCRIPTION: SWNW 4-27N-113W
ORIGINAL WELLS
BNG 92-28 B 00250-00-00-3 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 860' FSL & 2700' FEL28-27N-113WSESW
ORIGINAL WELLS
BNG 92-28 F 00250-00-00-1 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SESW 28-27N-113W
ORIGINAL WELLS
BNG 92-28 M 00250-00-00-2 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: MUDDY
DESCRIPTION: SESW 28-27N-113W
ORIGINAL WELLS
<PAGE>
BNG 93-20 LW *00250-10-00-1 WY SUBLETTE .5000000 .4375000 .5000000 .4375000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NWSE 20-27N-112W
ORIGINAL WELLS
BNG 94A-21 PW *02018-00-00-1 WY SUBLETTE 1.0000000 .8571349 1.0000000 .8571349
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC. 21-28N-113W, SWSW
ORIGINAL WELLS
BNG 97-21 PW *00250-60-00-1 WY SUBLETTE 1.0000000 .8571349 1.0000000 .8571349
OPERATOR: EOG FORMATION: MESAVERDE TRAN/M SAND
DESCRIPTION: SEC. 21-28N-113W, NWSW
ORIGINAL WELLS
BNG 98-04 PW&*00250-70-00-1 WY SUBLETTE 1.0000000 .7848011 1.0000000 .7848011
OPERATOR: EOG FORMATION: MESAVERDE 5TH ZONE
DESCRIPTION: SEC. 4-27N-113W, NWNW
ORIGINAL WELLS
BNG 99-04 &*00250-80-00-1 WY SUBLETTE 1.0000000 .7848011 1.0000000 .7848011
WIW OPERATOR: EOG FORMATION: MESAVERDE 5TH ZONE
DESCRIPTION: NESW 4-27N-113W
ORIGINAL WELLS
BPMV 15-12 PW *00265-30-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
WIW OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 36-29N-113W (NWNW)
ORIGINAL WELLS
BPMV 1-11A PW&*00261-00-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 14-29N-113W (SWSE)
ORIGINAL WELLS
<PAGE>
BPMV 1-11A PW&*00261-00-00-2 WY SUBLETTE .5487000 .4632169 .5487000 .4632169
(TRAN) OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: 14-29N-113W (SWSE)
ORIGINAL WELLS
BPMV 1-58 PW&*00261-10-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 23-29N-113W (SWSE)
ORIGINAL WELLS
BPMV 1-59 PW&*00261-20-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 23-29N-113W (NWNE)
ORIGINAL WELLS
BPMV 1-62 PW&*00261-30-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 14-29N-113W (SESW)
ORIGINAL WELLS
BPMV 1-62 PW&*00261-30-00-2 WY SUBLETTE .5487000 .4632169 .5487000 .4632169
(TRANS) OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: 14-29N-113W (SESW)
ORIGINAL WELLS
BPMV 1-64 PW&*00261-40-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 14-29N-113W (SENW)
ORIGINAL WELLS
BPMV 1-64 PW&*00261-40-00-2 WY SUBLETTE .5487000 .4632169 .5487000 .4632169
(TRANS) OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: 14-29N-113W (SENW)
ORIGINAL WELLS
<PAGE>
BPMV 1-65 PW&*00261-50-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 23-29N-113W (SWNE)
ORIGINAL WELLS
BPMV 1-66 PW&*00261-60-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 23-29N-113W (NWSE)
ORIGINAL WELLS
BPMV 1-67 PW&*00261-70-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 14-29N-113W (NESW)
ORIGINAL WELLS
BPMV 1-83 PW&*00261-80-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 14-29N-113W (NESW)
ORIGINAL WELLS
BPMV 1-84 WIW PW&*00261-90-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 23-29N-113W (SESE)
ORIGINAL WELLS
BPMV 10-01WIW PW *00262-10-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 25-29N-113W (SWNW)
ORIGINAL WELLS
BPMV 11-56 PW *00262-20-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 26-29N-113W (NENE)
ORIGINAL WELLS
<PAGE>
BPMV 13-01 PW *00262-40-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 25-29N-113W (SWSW)
ORIGINAL WELLS
BPMV 13-34 PW *00262-60-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 25-29N-113W (SWSW)
ORIGINAL WELLS
BPMV 13-49 PW *00262-70-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 25-29N-113W (SWSW)
ORIGINAL WELLS
BPMV 13-53 TA *00263-00-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
WIW PW OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 25-29N-113W (NWSW)
ORIGINAL WELLS
BPMV 13-86 PW *00263-20-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
WIW OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 25-29N-113W (NWSW)
ORIGINAL WELLS
BPMV 14-01 PW *00263-30-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 3-28N-113W (NENE)
ORIGINAL WELLS
BPMV 14-02 PW *00263-40-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 3-28N-113W (NENE)
ORIGINAL WELLS
<PAGE>
BPMV 14-33 PW *00263-50-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
(WIW) OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 3-28N-113W (NWNE)
ORIGINAL WELLS
BPMV 14-34 PW *00263-60-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 3-28N-113W (NWNE)
ORIGINAL WELLS
BPMV 14-36 PW *00263-70-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
WIW OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 3-28N-113W (NWNE)
ORIGINAL WELLS
BPMV 14-38 PW *00263-90-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 3-28N-113W (SWNE)
ORIGINAL WELLS
BPMV 14-42 PW *00264-00-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
(WIW) OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 3-28N-113W (NENE)
ORIGINAL WELLS
BPMV 14-43 PW *00264-10-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 3-28N-113W (SENE)
ORIGINAL WELLS
BPMV 14-48 PW *00264-40-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 3-28N-113W (NENE)
ORIGINAL WELLS
<PAGE>
BPMV 14-49 PW *00264-50-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 3-28N-113W (SENE)
ORIGINAL WELLS
BPMV 14-51 TA *00264-60-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
WIW PW OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 3-28N-113W (SENE)
ORIGINAL WELLS
BPMV 14-74 PW&*00264-80-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 3-28N-113W (SENW)
ORIGINAL WELLS
BPMV 14-75 PW *00264-90-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 3-28N-113W (SWNE)
ORIGINAL WELLS
BPMV 14-76 PW *00265-00-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
WIW OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 3-28N-113W (SENE)
ORIGINAL WELLS
BPMV 15-02 PW *00266-10-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 36-29N-113W (SWSW)
ORIGINAL WELLS
BPMV 15-04 PW *00267-80-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
WIW OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 36-29N-113W (NENW)
ORIGINAL WELLS
<PAGE>
BPMV 15-07 PW *00268-00-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
WIW OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 36-29N-113W (NWNW)
ORIGINAL WELLS
BPMV 15-08 PW *00268-20-00-1 WY SUBLETTE .4722000 .4623532 .4722000 .4623532
WIW OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 36-29N-113WNWSW
ORIGINAL WELLS
BPMV 15-1 PW *00265-10-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC. 36-29N-113W (SWNW)
ORIGINAL WELLS
BPMV 15-13 *00265-50-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
PW (TA) OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 36-29N-113W (SWSW)
ORIGINAL WELLS
BPMV 15-15 PW *00265-60-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 36-29N-113W (SESW)
ORIGINAL WELLS
BPMV 15-16 *00265-70-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
PW (TA) OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 36-29N-113W (SWNW)
ORIGINAL WELLS
BPMV 15-17 PW *00265-80-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 36-29N-113W (NESW)
ORIGINAL WELLS
<PAGE>
BPMV 15-18 *00265-90-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
PW (TA) OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 36-29N-113W (SESW)
ORIGINAL WELLS
BPMV 15-19 *00266-00-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
PW (TA) OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 36-29N-113WSESW
ORIGINAL WELLS
BPMV 15-22 PW *00266-30-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
WIW OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 36-29N-113 W (SWSW)
ORIGINAL WELLS
BPMV 15-23 PW *00266-50-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 36-29N-113W (NESW)
ORIGINAL WELLS
BPMV 15-24 PW *00266-60-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 36-29N-113W (NWNW)
ORIGINAL WELLS
BPMV 15-25WIW PW *00266-70-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 36-29N-113W (SESW)
ORIGINAL WELLS
BPMV 15-27 PW *00266-80-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
WIW OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 36-29N-113W (SESW)
ORIGINAL WELLS
<PAGE>
BPMV 15-28 PW *00266-90-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
WIW OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 36-29N-113W (SWSE)
ORIGINAL WELLS
BPMV 15-30 PW *00267-10-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
(WIW) OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 36-29N-113W (SENW)
ORIGINAL WELLS
BPMV 15-31 PW *00267-20-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 36-29N-113W (NENW)
ORIGINAL WELLS
BPMV 15-32 PW *00267-30-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 36-29N-113W (SESW)
ORIGINAL WELLS
BPMV 15-34 PW *00267-50-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
WIW OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 36-29N-113W (SENW)
ORIGINAL WELLS
BPMV 15-35 PW *00267-60-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 36-29N-113W (SWNW)
ORIGINAL WELLS
BPMV 15-36 PW *00267-70-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 36-29N-113W (NESW)
ORIGINAL WELLS
<PAGE>
BPMV 2-35 PW *00268-50-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 35-29N-113W (NESE)
ORIGINAL WELLS
BPMV 2-38 PW *00268-60-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SEC 35-29N-113W (SESE)
ORIGINAL WELLS
BPMV 6-37 PW&*00268-70-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
WIW OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 26-29N-113W (SESE)
ORIGINAL WELLS
BPMV 6-41 PW&*00268-80-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 26-29N-113W (SESE)
ORIGINAL WELLS
BPMV 6-54 PW&*00268-90-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 26-29N-113W (SENE)
ORIGINAL WELLS
BPMV 6-55 PW&*00269-00-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 26-29N-113W (SENE)
ORIGINAL WELLS
BPMV 6-61 PW&*00269-10-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 26-29N-113W (NESE)
ORIGINAL WELLS
<PAGE>
BPMV 6-70 PW&*00101-20-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 20-29N-113W (SENE)
ORIGINAL WELLS
BPMV 8-26 PW&*00270-20-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 3-28N-113W (NENW)
ORIGINAL WELLS
BPMV 8-35 WIW PW&*00270-30-00-1 WY SUBLETTE .5487000 .4623532 .5487000 .4623532
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 3-28N-113W (SENW)
ORIGINAL WELLS
BUDD 1-10 LW&*00287-40-00-1 WY SUBLETTE 1.0000000 .7412500 1.0000000 .7412500
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NENE 10-29N-113W
ORIGINAL WELLS
BURLEY #1 LW 02002-90-00-1 WY SUBLETTE 1.0000000 .8625000 1.0000000 .8625000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 1950' FEL & 920' FNL 19-28N-113W NWNE
ORIGINAL WELLS
C 1-23 LW *00292-90-00-1 WY SUBLETTE 1.0000000 .8557812 1.0000000 .8557812
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NWNE 23-18N-113W
ORIGINAL WELLS
C 18-14 LW *00293-50-00-1 WY SUBLETTE 1.0000000 .8557812 1.0000000 .8557812
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SESW 14-28N-113W
ORIGINAL WELLS
<PAGE>
C 19-23 LW&*00293-60-00-1 WY SUBLETTE 1.0000000 .7500000 1.0000000 .7500000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NWSE 23-28N-113W
ORIGINAL WELLS
C 23-03 &*00293-80-00-1 WY SUBLETTE 1.0000000 .8450000 1.0000000 .8450000
LW (TA) OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NENW 3-28N-113W
ORIGINAL WELLS
C 31-25 LW *00294-10-00-1 WY SUBLETTE 1.0000000 .8290000 1.0000000 .8290000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NWNE 25-28N-113W
ORIGINAL WELLS
C 39-03 &*00294-20-00-1 WY SUBLETTE 1.0000000 .8450000 1.0000000 .8450000
LW (TA) OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SENW 3-28N-113W
ORIGINAL WELLS
C 43B-03 LW&*00294-50-00-1 WY SUBLETTE 1.0000000 .8525000 1.0000000 .8525000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SENW 3-28N-113W
ORIGINAL WELLS
C 47-22 PW *00294-60-00-1 WY SUBLETTE 1.0000000 .8373973 1.0000000 .8373973
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SENE 22-28N-113W
ORIGINAL WELLS
C 52-22 PW *00295-20-00-1 WY SUBLETTE 1.0000000 .8373973 1.0000000 .8373973
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: NESE 22-28N-113W
ORIGINAL WELLS
<PAGE>
C 57-25 LW *00295-50-00-1 WY SUBLETTE 1.0000000 .8290000 1.0000000 .8290000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SESW 25-28N-113W
ORIGINAL WELLS
C 63-34 LW *00296-20-00-1 WY SUBLETTE 1.0000000 .8250000 1.0000000 .8250000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SESW 34-28N-113W
ORIGINAL WELLS
C 64-33 LW *00296-30-00-1 WY SUBLETTE 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NENE 33-28N-113W
ORIGINAL WELLS
C 68-34 LW *00296-70-00-1 WY SUBLETTE 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SWSW 34-28N-113W
ORIGINAL WELLS
C 73-23 LW&*00297-00-00-2 WY SUBLETTE 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: SWSW 23-28N-113W
ORIGINAL WELLS
C 74-22 PW&*00297-20-00-1 WY SUBLETTE 1.0000000 .8373973 1.0000000 .8373973
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SESE 22-28N-113W
ORIGINAL WELLS
C 75-36 LW *00297-30-00-1 WY SUBLETTE 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SWNE 36-28N-113W
ORIGINAL WELLS
<PAGE>
C 76-25 LW *00297-40-00-1 WY SUBLETTE 1.0000000 .8290000 1.0000000 .8290000
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SENW 25-28N-113W
ORIGINAL WELLS
C 78-26 PW&*00297-60-00-1 WY SUBLETTE 1.0000000 .8373973 1.0000000 .8373973
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: NWNW 26-28N-113W
ORIGINAL WELLS
C 84-03 LW&*00298-30-00-1 WY SUBLETTE 1.0000000 .8525000 1.0000000 .8525000
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SENW 3-28N-113W
ORIGINAL WELLS
C 85-03 LW&*00298-40-00-1 WY SUBLETTE 1.0000000 .8525000 1.0000000 .8525000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NENW 3-28N-113W
ORIGINAL WELLS
CBU 1-04 PW 00315-30-00-1 WY SUBLETTE 1.0000000 .8263918 1.0000000 .8263918
OPERATOR: EOG FORMATION: FRONTIER A
DESCRIPTION: SESE 4-28N-113W
ORIGINAL WELLS
CBU 11-34 PW 00315-50-00-1 WY SUBLETTE 1.0000000 .8391339 1.0000000 .8391339
OPERATOR: EOG FORMATION: FRONTIER "D-E"
DESCRIPTION: SESE 34-28N-113W
ORIGINAL WELLS
CBU 13-25 PW 00315-70-00-1 WY SUBLETTE 1.0000000 .8391339 1.0000000 .8391339
OPERATOR: EOG FORMATION: FRONTIER "D-E"
DESCRIPTION: NWNE 25-28N-113W
ORIGINAL WELLS
<PAGE>
CBU 14-36 PW 00315-80-00-1 WY SUBLETTE 1.0000000 .8391339 1.0000000 .8391339
OPERATOR: EOG FORMATION: FRONTIER "D-E"
DESCRIPTION: NESW 36-28N-113W
ORIGINAL WELLS
CBU 16-25 LW 00315-90-00-2 WY SUBLETTE 1.0000000 .8290000 1.0000000 .8290000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: NWSW 25-28N-113W
ORIGINAL WELLS
CBU 17-35 PW 00316-00-00-1 WY SUBLETTE 1.0000000 .8391339 1.0000000 .8391339
OPERATOR: EOG FORMATION: FRONTIER "D-E"
DESCRIPTION: SWSE 35-28N-113W
ORIGINAL WELLS
CBU 18-34 PW 00316-10-00-1 WY SUBLETTE 1.0000000 .8391339 1.0000000 .8391339
OPERATOR: EOG FORMATION: FRONTIER "D-E"
DESCRIPTION: SESW 34-28N-113W
ORIGINAL WELLS
CBU 19-34 PW 00316-20-00-1 WY SUBLETTE 1.0000000 .8391339 1.0000000 .8391339
OPERATOR: EOG FORMATION: FRONTIER "D-E"
DESCRIPTION: NENE 34-28N-113W
ORIGINAL WELLS
CBU 2-35 PW 00316-30-00-1 WY SUBLETTE 1.0000000 .8391339 1.0000000 .8391339
OPERATOR: EOG FORMATION: FRONTIER "D-E"
DESCRIPTION: SENW 35-28N-113W
ORIGINAL WELLS
CBU 20-34 PW 00316-40-00-1 WY SUBLETTE 1.0000000 .8391339 1.0000000 .8391339
OPERATOR: EOG FORMATION: FRONTIER "D-E"
DESCRIPTION: NENW 34-28N-113W
ORIGINAL WELLS
<PAGE>
CBU 22-35 PW 00316-60-00-1 WY SUBLETTE 1.0000000 .8391339 1.0000000 .8391339
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: SESW 35-28N-113W
ORIGINAL WELLS
CBU 22-35 PW 00316-60-00-2 WY SUBLETTE 1.0000000 .8391339 1.0000000 .8391339
(TGS) OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: SESW 35-28N-113W
ORIGINAL WELLS
CBU 23-34 PW 00316-70-00-1 WY SUBLETTE 1.0000000 .8391339 1.0000000 .8391339
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: SENE 34-28N-113W
ORIGINAL WELLS
CBU 23-34 PW 00316-70-00-2 WY SUBLETTE 1.0000000 .8391339 1.0000000 .8391339
(TGS) OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: SENE 34-28N-113W
ORIGINAL WELLS
CBU 26-34 PW 00316-90-00-1 WY SUBLETTE 1.0000000 .8391339 1.0000000 .8391339
OPERATOR: EOG FORMATION: FRONTIER "D-E"(F2 ZONE)
DESCRIPTION: SESE 34-28N-113W
ORIGINAL WELLS
CBU 26-34 PW 00316-90-00-2 WY SUBLETTE 1.0000000 .8391339 1.0000000 .8391339
(TGS) OPERATOR: EOG FORMATION: FRONTIER "D-E" (F1 TGS)
DESCRIPTION: SESE 34-28N-113W
ORIGINAL WELLS
CBU 27-34 PW 00317-00-00-1 WY SUBLETTE 1.0000000 .8391339 1.0000000 .8391339
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: NWNE 34-28N-113W
ORIGINAL WELLS
<PAGE>
CBU 27-34 PW 00317-00-00-2 WY SUBLETTE 1.0000000 .8391339 1.0000000 .8391339
(TGS) OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: NWNE 34-28N-113W
ORIGINAL WELLS
CBU 28-23 PW 01970-40-00-1 WY SUBLETTE .9666666 .8273960 .9666666 .8273960
OPERATOR: EOG FORMATION: FRONTIER "B"
DESCRIPTION: 860' FNL & 1780' FWL, SEC 23-28N-113W(NENW)
ORIGINAL WELLS
CBU 3-34 PW 00317-10-00-1 WY SUBLETTE 1.0000000 .8391339 1.0000000 .8391339
OPERATOR: EOG FORMATION: FRONTIER "D-E"
DESCRIPTION: NWSE 34-28N-113W
ORIGINAL WELLS
CBU 36-26 PW 00317-20-00-1 WY SUBLETTE 1.0000000 .8391339 1.0000000 .8391339
OPERATOR: EOG FORMATION: FRONTIER "D-E"
DESCRIPTION: SWSE 26-28N-113W
ORIGINAL WELLS
CBU 36-26 LW 00317-20-00-2 WY SUBLETTE 1.0000000 .8321055 1.0000000 .8321055
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: SWSE 26-28N-113W
ORIGINAL WELLS
CBU 38-14 LW 01970-50-00-2 WY SUBLETTE 1.0000000 .8557813 1.0000000 .8557813
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: SWSW 14-28N-113W
ORIGINAL WELLS
CBU 38-14 PW 01970-50-00-1 WY SUBLETTE .9666666 .8273960 .9666666 .8273960
OPERATOR: EOG FORMATION: FRONTIER PA "B"
DESCRIPTION: 460' FSL, 460' FWL, SEC 14-28N-113W(SWSW)
ORIGINAL WELLS
<PAGE>
CBU 5-14 PW 00317-40-00-1 WY SUBLETTE .9666666 .8273960 .9666666 .8273960
OPERATOR: EOG FORMATION: FRONTIER "B"
DESCRIPTION: NESW 14-28N-113W
ORIGINAL WELLS
CBU 6-30 LW *00317-50-00-2 WY SUBLETTE 1.0000000 .8355264 1.0000000 .8355264
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NWSE 30-28N-112W
ORIGINAL WELLS
CBU 6-30 PW *00317-50-00-1 WY SUBLETTE 1.0000000 .8355265 1.0000000 .8355265
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: 30-28N-112W (NWSE)
ORIGINAL WELLS
CBU 7-27 PW 00317-70-00-1 WY SUBLETTE 1.0000000 .8450000 1.0000000 .8450000
OPERATOR: EOG FORMATION: FRONTIER "C"
DESCRIPTION: SENW 27-29N-113W
ORIGINAL WELLS
CBU 9-26 LW 00317-80-00-1 WY SUBLETTE 1.0000000 .8090191 1.0000000 .8090191
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SWNE 26-28N-113W
ORIGINAL WELLS
CDR CRK 1-3200318-10-00-1 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: NWNE 32-27N-113W
ORIGINAL WELLS
CDR CRK 12-32 CW 00149-10-00-1 WY SUBLETTE 1.0000000 .8475000 1.0000000 .8475000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 574' FSL & 1223' FEL 32-27N-113W (SESE)
ORIGINAL WELLS
<PAGE>
CDR CRK 2-3300101-30-00-1 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: SESE 33-27N-113W
ORIGINAL WELLS
CDR CRK 7-33 LW 00148-90-00-1 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
(BX) OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 2800' FEL & 630' FNL 33-27N-113W (NENW)
ORIGINAL WELLS
CDR CRK 7-33 LW 00148-90-00-3 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
(FR) OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 2800' FEL & 630' FNL 33-27N-113W (NENW)
ORIGINAL WELLS
CDR CRK 7-33 LW 00148-90-00-2 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
(M) OPERATOR: EOG FORMATION: MUDDY
DESCRIPTION: 2800' FEL & 630' FNL 33-27N-113W (NENW)
ORIGINAL WELLS
CDR CRK 8-32 LW 00149-00-00-1 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 2250' FNL & 2160' FEL 32-27N-113W (SWNE)
ORIGINAL WELLS
CH FED 2-17 00321-30-00-2 WY SUBLETTE 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: SENW 17-30N-113W
ORIGINAL WELLS
CH FED 2-17 (TA)00321-30-00-1 WY SUBLETTE 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SENW 17-30N-113W
ORIGINAL WELLS
<PAGE>
CH FED 24-08 00321-40-00-2 WY SUBLETTE 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: SESW 8-30N-113W
ORIGINAL WELLS
CH FED 24-08 (TA)00321-40-00-1 WY SUBLETTE 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SESW 8-30N-113W
ORIGINAL WELLS
CHAPEL 10-25 LW *00322-70-00-1 WY SUBLETTE .0000000 .0166900 .0281676 .0235551
OPERATOR: PRESIDIO OIL COMPANYFORMATION: BEAR RIVER
DESCRIPTION: 1312 FNL 1306 FWL CNW-25-28N-112W (LONG ISLAND PROSPECT)
ORIGINAL WELLS
CHRISMAN 1-10 LW *00327-00-00-1 WY SUBLETTE 1.0000000 .8125000 1.0000000 .8125000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SENE 10-29N-113W
ORIGINAL WELLS
CONNELLY A LW 00091-10-00-1 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
1C-32 OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NWNE 32-27N-113W
ORIGINAL WELLS
CONNELLY A BX 00346-60-00-2 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
1C-33 OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: NWSW 33-27N-113W
ORIGINAL WELLS
<PAGE>
CONNELLY B LW 00346-70-00-1 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
1C-33 OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: NWNW 33-27N-113W
ORIGINAL WELLS
CONNELLY B LW 00346-70-00-3 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
1C-33 OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 636' FNL, 662' FWL 33-27N-113W (NWNW)
ORIGINAL WELLS
CONNELLY B LW 00346-70-00-4 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
1C-33 OPERATOR: EOG FORMATION: FRONTIER 1 (TGS)
DESCRIPTION: NWNW 33-27N-113W
ORIGINAL WELLS
CONNELLY B M 00346-70-00-2 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
1C-33 OPERATOR: EOG FORMATION: MUDDY
DESCRIPTION: NWNW 33-27N-113W
ORIGINAL WELLS
CUTTHROAT LW 01902-20-00-1 WY SUBLETTE 1.0000000 .8150000 1.0000000 .8150000
1-34 OPERATOR: EOG FORMATION: ALMY L ZONE
DESCRIPTION: 1320' FEL, 2340' FNL 34-29N-113W S/2NE
ORIGINAL WELLS
DHU 4-10 PW*00063-50-00-1 WY SUBLETTE 1.0000000 .8327143 1.0000000 .8327143
OPERATOR: EOG FORMATION: ALMY "B"
DESCRIPTION: SESW 10-30N-113W
ORIGINAL WELLS
DPU 1 PW*00747-30-00-1 WY SUBLETTE .3149122 .2692553 .3149122 .2692553
OPERATOR: WEXPRO COMPANYFORMATION: FRONTIER A
DESCRIPTION: SWSW 14-27N-114W
ORIGINAL WELLS
DPU 10 PW*00747-60-00-1 WY SUBLETTE .3149122 .2692553 .3149122 .2692553
OPERATOR: WEXPRO COMPANYFORMATION: FRONTIER A
DESCRIPTION: SENE 10-27N-114W
ORIGINAL WELLS
<PAGE>
DPU 11 PW*00747-70-00-1 WY SUBLETTE .4074307 .3519728 .4074320 .3519728
OPERATOR: WEXPRO COMPANYFORMATION: FRONTIER B-C
DESCRIPTION: NWSE 34-28N-114W
ORIGINAL WELLS
DPU 13 PW*00747-80-00-1 WY SUBLETTE .3149122 .2692553 .3149122 .2692553
OPERATOR: WEXPRO COMPANYFORMATION: FRONTIER A
DESCRIPTION: SWNE 14-27N-114W
ORIGINAL WELLS
DPU 14 PW*00747-90-00-1 WY SUBLETTE .4074307 .3519728 .4074307 .3519728
OPERATOR: WEXPRO COMPANYFORMATION: FRONTIER B-C
DESCRIPTION: NESE 4-27N-114W
ORIGINAL WELLS
DPU 22 FR PW*00749-10-00-1 WY SUBLETTE .3149122 .2692553 .3149122 .2692553
OPERATOR: WEXPRO COMPANYFORMATION: FRONTIER A
DESCRIPTION: NWNW 24-27N-114W
ORIGINAL WELLS
DPU 23 PW*00749-20-00-1 WY SUBLETTE .2500000 .2165625 .2500000 .2165625
OPERATOR: WEXPRO COMPANYFORMATION: BEAR RIVER
DESCRIPTION: NWSE 4-27N-114W
ORIGINAL WELLS
DPU 23 PW*00749-30-00-1 WY SUBLETTE .2500000 .2165625 .2500000 .2165625
OPERATOR: WEXPRO COMPANYFORMATION: FRONTIER
DESCRIPTION: NWSE 4-27N-114W
ORIGINAL WELLS
DPU 26 PW*00749-80-00-1 WY SUBLETTE .2500000 .2165625 .2500000 .2165625
OPERATOR: WEXPRO COMPANYFORMATION: NUGGET
DESCRIPTION: NESW 10-27N-114W
ORIGINAL WELLS
<PAGE>
DPU 3 PW*00750-00-00-1 WY SUBLETTE .4074307 .3519728 .4074307 .3519728
OPERATOR: WEXPRO COMPANYFORMATION: FRONTIER B-C
DESCRIPTION: SWSW 4-27N-114W
ORIGINAL WELLS
DPU 6 FR PW*00750-70-00-1 WY SUBLETTE .4074307 .3519728 .4074320 .3519728
OPERATOR: WEXPRO COMPANYFORMATION: FRONTIER B-C
DESCRIPTION: SWNE 36-28N-114W
ORIGINAL WELLS
DPU 8 P/A*00750-80-00-1 WY SUBLETTE .4074307 .3519728 .4074320 .3519728
OPERATOR: WEXPRO COMPANYFORMATION: FRONTIER
DESCRIPTION: SESE 35-28N-114W
ORIGINAL WELLS
DPU 9 PW*00751-00-00-1 WY SUBLETTE .4074307 .3519728 .4074320 .3519728
OPERATOR: WEXPRO COMPANYFORMATION: FRONTIER B-C
DESCRIPTION: NESE 3-27N-114W
ORIGINAL WELLS
DRY BASIN 1-8 CW*00158-30-00-1 WY SUBLETTE 1.0000000 .8400000 1.0000000 .8400000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 1222' FSL & 1027' FWL, SEC 8-28N-113W(SWSW)
ORIGINAL WELLS
DRY PINEY-BR A*99999-99-99-T WY SUBLETTE .2500000 .2165620 .2500000 .2165620
OPERATOR: WEXPRO COMPANYFORMATION: BEAR RIVER
DESCRIPTION: BEAR RIVER PA "A"
ORIGINAL WELLS
DRY PINEY-BR B*99999-99-99-U WY SUBLETTE .2500000 .2165620 .2500000 .2165620
OPERATOR: WEXPRO COMPANYFORMATION: BEAR RIVER
DESCRIPTION: BEAR RIVER PA "B"
ORIGINAL WELLS
<PAGE>
DRY PINEY- A*99999-99-99-V WY SUBLETTE .2500000 .2165620 .2500000 .2165620
DAKOTA OPERATOR: WEXPRO COMPANYFORMATION: DAKOTA
DESCRIPTION: DAKOTA PA "A"
ORIGINAL WELLS
DRY PINEY- B-C*99999-99-99-S WY SUBLETTE .3089990 .2671000 .3089990 .2671000
FRONT OPERATOR: WEXPRO COMPANYFORMATION: FRONTIER
DESCRIPTION: CONSL. FRONTIER PA "B-C"
ORIGINAL WELLS
DRY PINEY- A*99999-99-99-R WY SUBLETTE .2412290 .2071550 .2412290 .2071550
FRONTIER OPERATOR: WEXPRO COMPANYFORMATION: FRONTIER
DESCRIPTION: FRONTIER PA "A"
ORIGINAL WELLS
DRY PINEY- *99999-99-99-E WY SUBLETTE .2500000 .2165625 .2500000 .2165625
NUGGET OPERATOR: WEXPRO COMPANYFORMATION: NUGGET
DESCRIPTION: NUGGET PA "A"
ORIGINAL WELLS
E 22-31 LW*00069-10-00-1 WY SUBLETTE 1.0000000 .8557813 1.0000000 .8557813
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SWSE 31-28N-112W
ORIGINAL WELLS
ELB R 1-29 PW*00768-30-00-1 WY SUBLETTE .8125000 .7034374 .8125000 .7034374
OPERATOR: EOG FORMATION: ALMY R-1
DESCRIPTION: 29-27N-112W, NESE
ORIGINAL WELLS
ELB R 7-32 LW*00768-50-00-1 WY SUBLETTE .8125000 .6562510 .8125000 .6562510
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 32-27N-112W, NWNE
ORIGINAL WELLS
<PAGE>
ELB R 8-29 PW*00768-60-00-1 WY SUBLETTE .7500000 .6562510 .7500000 .6562510
OPERATOR: EOG FORMATION: ALMY R-8
DESCRIPTION: 29-27N-112W, LOT 7(NWSE)
ORIGINAL WELLS
ELB R 9-29 LW*00768-70-00-1 WY SUBLETTE 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 29-27N-112W, SWNE
ORIGINAL WELLS
ELB 1-33 PW 00768-90-00-1 WY SUBLETTE .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SESE 33-27N-112W
ORIGINAL WELLS
ELB 12-27 LW 00769-20-00-1 WY SUBLETTE .5000000 .4180850 .5000000 .4180850
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SENW 27-27N-112W
ORIGINAL WELLS
ELB 15-29 PW 00769-30-00-1 WY SUBLETTE .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NENE 29-27N-112W
ORIGINAL WELLS
ELB 17-33 PW 00769-50-00-1 WY SUBLETTE .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NWSW 33-27N-112W
ORIGINAL WELLS
ELB 19-28 PW 00769-90-00-1 WY SUBLETTE .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NWSW 28-27N-112W
ORIGINAL WELLS
<PAGE>
ELB 2A-33 PW 00770-10-00-1 WY SUBLETTE .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NENW 33-27N-112W
ORIGINAL WELLS
ELB 20-21 PW 00770-30-00-1 WY SUBLETTE .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NESW 21-27N-112W
ORIGINAL WELLS
ELB 21-29 PW 00770-50-00-1 WY SUBLETTE .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NWNW 29-27N-112W
ORIGINAL WELLS
ELB 22-32 PW 00770-60-00-1 WY SUBLETTE .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NWNW 32-27N-112W
ORIGINAL WELLS
ELB 25-32 PW 00770-90-00-1 WY SUBLETTE .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SESE 32-27N-112W
ORIGINAL WELLS
ELB 27-32 PW 00771-10-00-1 WY SUBLETTE .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NWNE 27-27N-112W
ORIGINAL WELLS
ELB 29-28 PW 00771-30-00-1 WY SUBLETTE .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NESE 28-27N-112W
ORIGINAL WELLS
<PAGE>
ELB 30-21 PW 00771-40-00-1 WY SUBLETTE .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: LOT 8 21-27N-112W
ORIGINAL WELLS
ELB 31-21 PW 02147-40-00-1 WY SUBLETTE .5137380 .4433424 .5137380 .4433424
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 630' FNL, 825' FEL 21-27N-112W NENE
ORIGINAL WELLS
ELB 32-33 PW 00771-60-00-1 WY SUBLETTE .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NWNW 33-27N-112W
ORIGINAL WELLS
ELB 33-28 PW 00771-70-00-1 WY SUBLETTE .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SENW 28-27N-112W
ORIGINAL WELLS
ELB 40-32 PW *00772-50-00-1 WY SUBLETTE .4533659 .3940400 .4533659 .3940400
OPERATOR: EOG FORMATION: MESA "A"
DESCRIPTION: 32-27N-112W, SWNE
ORIGINAL WELLS
ELB 41-28 PW 00151-70-00-1 WY SUBLETTE 1.0000000 .8656687 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NESW 28-27N-112W
ORIGINAL WELLS
ELB 5-28 PW 00773-00-00-1 WY SUBLETTE .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NWNE 28-27N-112W
ORIGINAL WELLS
<PAGE>
ELB 68-22 PW 00164-50-00-1 WY SUBLETTE .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SWSW 22-27N-112W
ORIGINAL WELLS
ELB 7-29 PW 00773-20-00-1 WY SUBLETTE .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NESW 29-27N-112W
ORIGINAL WELLS
ELB 8-32 PW 00773-30-00-1 WY SUBLETTE .5137380 .4443563 .5137380 .4443563
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NESW 32-27N-112W
ORIGINAL WELLS
FEDERAL 10-29 LW *00111-90-00-1 WY SUBLETTE .3181080 .2560769 .3181080 .2560769
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER AND OR BEAR RIVER
DESCRIPTION: 1320 FNL 1320 FWL (NW-29-27N-111W (BIRD CANYON PROSPECT)
ORIGINAL WELLS
FEDERAL30-15 CW *00110-40-00-1 WY SUBLETTE .3181080 .2477266 .2544864 .2045886
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER
DESCRIPTION: SW-15-27N-111W (W2) (BIRD CANYON PROSPECT)
ORIGINAL WELLS
FEDERAL 10-05 LW *00109-80-00-1 WY SUBLETTE .3181080 .2521005 .2193040 .1693282
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER AND OR BEAR RIVER
DESCRIPTION: NW 5-27N-111W
ORIGINAL WELLS
FEDERAL 10-17 LW *00110-50-00-1 WY SUBLETTE .3181080 .2560769 .3181080 .2560769
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER AND OR BEAR RIVER
DESCRIPTION: NW-17-27N-111W (W2) (BIRD CANYON PROSPECT)
ORIGINAL WELLS
<PAGE>
FEDERAL 10-19 LW*00111-10-00-1 WY SUBLETTE .2125000 .1710620 .2125000 .1710620
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER AND OR BEAR RIVER
DESCRIPTION: NW-19-27N-111W
ORIGINAL WELLS
FEDERAL 10-20 LW*00111-20-00-1 WY SUBLETTE .1130950 .0910415 .1130950 .0910415
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER AND OR BEAR RIVER
DESCRIPTION: NW-20-27N-111W (BIRD CANYON PROSPECT)
ORIGINAL WELLS
FEDERAL 10-28 LW*00111-70-00-1 WY SUBLETTE .2907640 .2151653 .2907640 .2151653
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER AND OR BEAR RIVER
DESCRIPTION: NW-28-27N-111W (BIRD CANYON PROSPECT)
ORIGINAL WELLS
FEDERAL 10-30 CW*00112-20-00-1 WY SUBLETTE .2125000 .1722387 .2125000 .1722387
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER AND OR BEAR RIVER
DESCRIPTION: NW-30-27N-111W (W2) (BIRD CANYON PROSPECT)
ORIGINAL WELLS
FEDERAL 10-31 LW*00791-50-00-1 WY SUBLETTE .2491698 .1963644 .1789269 .1440362
OPERATOR: PRESIDIO OIL COMPANYFORMATION: BEAR RIVER
DESCRIPTION: 938 FWL 1320 FNL (W2NW-31-28N-111W) (BIRD CANYON PROSPECT)
ORIGINAL WELLS
FEDERAL 10-32 LW*00112-40-00-1 WY SUBLETTE .2293561 .1697236 .2293561 .1697236
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER AND OR BEAR RIVER
DESCRIPTION: SENW-32-27N-11W
ORIGINAL WELLS
FEDERAL 10-8 *00110-20-00-1 WY SUBLETTE .2226760 .1781410 .2226760 .1781410
(LW) OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER AND OR BEAR RIVER
DESCRIPTION: NW-8-27N-111W (W2) (BIRD CANYON PROSPECT)
ORIGINAL WELLS
<PAGE>
FEDERAL 20-07 LW*00110-00-00-1 WY SUBLETTE .2544864 .2083607 .2544864 .2083607
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER AND OR BEAR RIVER
DESCRIPTION: NE 7-27N-111W(BIRD CANYON PROSPECT)
ORIGINAL WELLS
FEDERAL 20-17 LW*00110-60-00-1 WY SUBLETTE .1908648 .1517375 .1908648 .1517375
OPERATOR: PRESIDIO OIL COMPANYFORMATION: BEAR RIVER
DESCRIPTION: NWNE 17-27N-111W (NE) (BIRD CANYON PROSPECT)
ORIGINAL WELLS
FEDERAL 20-20 LW*00111-30-00-1 WY SUBLETTE .0954478 .0768349 .0954478 .0768349
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER AND OR BEAR RIVER
DESCRIPTION: E2-20-27N-111W (NE) (BIRD CANYON PROSPECT)
ORIGINAL WELLS
FEDERAL 20-29 CW*00112-00-00-1 WY SUBLETTE .3101554 .2512656 .3101554 .2512656
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER/BEAR RIVER
DESCRIPTION: 1120 FNL 1520 FEL (SE-29-27N-111W) (BIRD CANYON PROSPECT)
ORIGINAL WELLS
FEDERAL 30-08 CW*00110-30-00-1 WY SUBLETTE .2226760 .1765502 .2226760 .1765502
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER AND OR BEAR RIVER
DESCRIPTION: SW-8-27N-111W (BIRD CANYON PROSPECT)
ORIGINAL WELLS
FEDERAL 30-17 LW*00110-70-00-1 WY SUBLETTE .3181080 .2560769 .3181080 .2560769
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER AND OR BEAR RIVER
DESCRIPTION: SW-17-27N-111W(BIRD CANYON PROSPECT)
ORIGINAL WELLS
FEDERAL 30-20 CW*00111-40-00-1 WY SUBLETTE .0343370 .0300043 .0343370 .0300043
OPERATOR: PRESIDIO OIL COMPANYFORMATION: BEAR RIVER
DESCRIPTION: 1120 FSL 1120 FWL (SWSW-20-27N-111W) (BIRD CANYON PROSPECT)
ORIGINAL WELLS
<PAGE>
FEDERAL 30-28 CW*00119-70-00-1 WY SUBLETTE .2907640 .2151655 .2907640 .2151655
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER/BEAR RIVER
DESCRIPTION: SW-28-27N-111W(BIRD CANYON PROSPECT)
ORIGINAL WELLS
FEDERAL 30-31 LW*00109-70-00-1 WY SUBLETTE .0704190 .0566873 .0704190 .0566873
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER AND OR BEAR RIVER
DESCRIPTION: SW-31-28N-111W (BIRD CANYON PROSPECT)
ORIGINAL WELLS
FEDERAL 40-06 *00109-90-00-1 WY SUBLETTE .2226760 .1781408 .2226760 .1781408
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER AND OR BEAR RIVER
DESCRIPTION: SE 6-27N-111W
ORIGINAL WELLS
FEDERAL 40-07 LW*00110-10-00-1 WY SUBLETTE .0000000 .0000000 .2544864 .1937274
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER AND OR BEAR RIVER
DESCRIPTION: SE 7-27N-111W (BIRD CANYON PROSPECT)
ORIGINAL WELLS
FEDERAL 40-17 LW*01932-00-00-1 WY SUBLETTE .0473856 .0381454 .0473856 .0381454
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER AND OR BEAR RIVER
DESCRIPTION: SE-17-27N-111W (BIRD CANYON PROSPECT)
ORIGINAL WELLS
FEDERAL 40-20 LW*00111-50-00-1 WY SUBLETTE .0771502 .0607558 .0771502 .0607558
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER AND OR BEAR RIVER
DESCRIPTION: E2-20-27N-111W (SE) (BIRD CANYON PROSPECT)
ORIGINAL WELLS
FEDERAL 40-29 CW*00112-10-00-1 WY SUBLETTE .3101554 .2512656 .3101554 .2512656
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER/BEAR RIVER
DESCRIPTION: 1320 FEL 1320 FSL (SE-29-27N-111W(BIRD CANYON PROSPECT)
ORIGINAL WELLS
<PAGE>
FEDERAL 40-30 LW*00112-30-00-1 WY SUBLETTE .2125000 .1710625 .2125000 .1710625
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER AND OR BEAR RIVER
DESCRIPTION: SE-30-27N-111W
ORIGINAL WELLS
FEDERAL 40-32 LW*00112-50-00-1 WY SUBLETTE .3181080 .2560768 .3181080 .2560768
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER AND OR BEAR RIVER
DESCRIPTION: SE-32-27N-111W (BIRD CANYON PROSPECT)
ORIGINAL WELLS
FFC 1-01 LW&*00798-30-00-1 WY SUBLETTE .8750000 .7000000 .6125000 .5236875
OPERATOR: EOG FORMATION: MUDDY
DESCRIPTION: SESE 1-27N-112W
ORIGINAL WELLS
FFC 1-15 PW 00797-70-00-1 WY SUBLETTE 1.0000000 .8573513 1.0000000 .8573513
OPERATOR: EOG FORMATION: FRONTIER/BEAR RIVER MUDDY
DESCRIPTION: 1650' FSL, 1650' FWL 15-27N-112W NESW
ORIGINAL WELLS
FFC 10-15 PW 00797-80-00-1 WY SUBLETTE 1.0000000 .8573513 1.0000000 .8573513
OPERATOR: EOG FORMATION: FRONTIER/BEAR RIVER MUDDY
DESCRIPTION: 2070' FEL, 2125' FNL 15-27N-112W SWNE
ORIGINAL WELLS
FFC 11-14 LW*00797-90-00-1 WY SUBLETTE 1.0000000 .7474281 1.0000000 .7474281
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: C NW 14-27N-112W
ORIGINAL WELLS
FFC 13-10 PW 01970-30-00-1 WY SUBLETTE 1.0000000 .8573513 1.0000000 .8573513
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 813' FSL, 2170' FEL 10-27N-112W SWSE
ORIGINAL WELLS
<PAGE>
FFC 2-12 CW 00798-00-00-1 WY SUBLETTE .8062500 .6843437 .8062500 .6843437
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SENE 12-27N-112W
ORIGINAL WELLS
FFC 2-12 CW 00798-50-00-1 WY SUBLETTE .9000000 .7645000 .9000000 .7645000
OPERATOR: EOG FORMATION: MUDDY
DESCRIPTION: SENE 12-27N-112W
ORIGINAL WELLS
FFC 3-12 LW00798-60-00-1 WY SUBLETTE 1.0000000 .8450000 1.0000000 .8450000
OPERATOR: EOG FORMATION: BEAR RIVER
DESCRIPTION: 1300' FSL, 500' FEL 12-27N-112W SESE
ORIGINAL WELLS
FFC 3-12 LW00798-60-00-2 WY SUBLETTE 1.0000000 .8450000 1.0000000 .8450000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 1300' FSL, 500' FEL 12-27N-112W SESE
ORIGINAL WELLS
FFC 3-12 (TGS)LW00798-60-00-3 WY SUBLETTE 1.0000000 .8450000 1.0000000 .8450000
OPERATOR: EOG FORMATION: FRONTIER (TGS)
DESCRIPTION: 1300' FSL, 500' FEL 12-27N-112W SESE
ORIGINAL WELLS
FFC 4-13 LW 00798-70-00-1 WY SUBLETTE 1.0000000 .8450000 1.0000000 .8450000
OPERATOR: EOG FORMATION: MUDDY
DESCRIPTION: NENE 13-27N-112W
ORIGINAL WELLS
FFC 5-13 LW00798-80-00-1 WY SUBLETTE 1.0000000 .8450000 1.0000000 .8450000
OPERATOR: EOG FORMATION: MUDDY
DESCRIPTION: NESE 13-27N-112W
ORIGINAL WELLS
FFC 6-31 LW00798-90-00-1 WY SUBLETTE 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: BEAR RIVER
DESCRIPTION: SWNE 31-28N-111W
ORIGINAL WELLS
<PAGE>
FFC 7-31 (BR) CW00799-00-00-1 WY SUBLETTE .0000000 .0000000 .6644060 .5448468
OPERATOR: EOG FORMATION: BEAR RIVER
DESCRIPTION: 1320' FSL, 519' FEL 31-28N-111W NWSE
ORIGINAL WELLS
FFC 8-30 LW00799-10-00-1 WY SUBLETTE 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: BEAR RIVER
DESCRIPTION: NESW 30-28N-111W
ORIGINAL WELLS
FFCU 2-10 PW&*00798-00-00-2 WY SUBLETTE 1.0000000 .8573513 1.0000000 .8573513
OPERATOR: EOG FORMATION: FRONTIER/BEAR RIVER MUDDY
DESCRIPTION: SESW 10-27N-112W
ORIGINAL WELLS
FFF 1-1 LW 00798-30-00-2 WY SUBLETTE .8750000 .7000000 .6125000 .5236875
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SESE 1-27N-112W
ORIGINAL WELLS
FFF 7-31 CW 00799-00-00-2 WY SUBLETTE .0000000 .0000000 .6644060 .5448468
(FRONT) OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 1320' FSL, 519' FEL 31-28N-111W NESE
ORIGINAL WELLS
FOG CRK 1-08 PW*00910-40-00-1 WY SUBLETTE .2168523 .1764244 .2168523 .1764244
OPERATOR: EXXON CO USAFORMATION: FRONTIER B
DESCRIPTION: SESW 8-28N-114W
ORIGINAL WELLS
FOG CRK 1-32 PW*00910-30-00-1 WY SUBLETTE .1145950 .0977064 .1145950 .0977064
OPERATOR: EXXON CO USAFORMATION: FRONTIER A
DESCRIPTION: LOT 19 32-28N-114W
ORIGINAL WELLS
<PAGE>
FOG CRK 10-08 LW*00910-50-00-1 WY SUBLETTE .1250000 .0990168 .1250000 .0990168
OPERATOR: EXXON CO USAFORMATION: FRONTIER
DESCRIPTION: NENW 8-28N-113W (FOGARY CREEK PROSPECT)
ORIGINAL WELLS
FOG CRK 2-16 PW*00910-80-00-1 WY SUBLETTE .2168523 .1764244 .2168523 .1764244
OPERATOR: EXXON CO USAFORMATION: FRONTIER B
DESCRIPTION: SWNW 16-28N-114W
ORIGINAL WELLS
FOG CRK 3-04 LW*00910-90-00-1 WY SUBLETTE .2500000 .1950000 .1250000 .0990168
OPERATOR: EXXON CO USAFORMATION: FRONTIER
DESCRIPTION: LOT 18 4-28N-114W
ORIGINAL WELLS
FOG CRK 4-17 PW*00911-00-00-1 WY SUBLETTE .2168523 .1764244 .2168523 .1764244
OPERATOR: EXXON CO USAFORMATION: FRONTIER B
DESCRIPTION: SWSE 17-28N-114W
ORIGINAL WELLS
FOG CRK 6-16 PW*00911-10-00-1 WY SUBLETTE .2168523 .1764244 .2168523 .1764244
OPERATOR: EXXON CO USAFORMATION: FRONTIER "B"
DESCRIPTION: SWSE 16-28N-114W
ORIGINAL WELLS
FOG CRK 7-09 LW*00911-20-00-1 WY SUBLETTE .6875000 .5128719 .3437500 .2774553
OPERATOR: EXXON CO USAFORMATION: FRONTIER
DESCRIPTION: SWSE 9-28N-114W (W2SE4)
ORIGINAL WELLS
FOG CRK 8-20 PW*00911-30-00-1 WY SUBLETTE .2168523 .1764244 .2168523 .1764244
OPERATOR: EXXON CO USAFORMATION: FRONTIER "B"
DESCRIPTION: NESE 20-28N-114W
ORIGINAL WELLS
<PAGE>
FOG CRK 9-21 PW*00911-40-00-1 WY SUBLETTE .2168523 .1764244 .2168523 .1764244
OPERATOR: EXXON CO USAFORMATION: FRONTIER "B"
DESCRIPTION: NESW 21-28N-114W
ORIGINAL WELLS
GHU 3-32 PW*00939-80-00-1 WY SUBLETTE .5000000 .4275042 .5000000 .4275042
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SWNW 32-31N-113W
ORIGINAL WELLS
GHU 5-32 PW*00939-90-00-1 WY SUBLETTE .5000000 .4275042 .5000000 .4275042
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SESW 32-31N-113W
ORIGINAL WELLS
GRB B 18-19 PW 02173-00-00-1 WY SUBLETTE 1.0000000 .8547652 1.0000000 .8547652
(BAX) OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: LOT 4, (SWSW), 19-27N-112W, 750' FSL & 560' FWL
ORIGINAL WELLS
GRB B 2-36 PW 00158-20-00-1 WY SUBLETTE 1.0000000 .8547652 1.0000000 .8547652
BAXTER OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 580' FNL & 2650' FEL (NWNE), 36-27N-113W
ORIGINAL WELLS
GRB B 4-36 PW 01975-30-00-1 WY SUBLETTE 1.0000000 .8547652 1.0000000 .8547652
(BAX) OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 1900' FWL & 1700' FSL (NESW), 36,27N,113W
ORIGINAL WELLS
GRB B 5-36 PW 01975-40-00-1 WY SUBLETTE 1.0000000 .8547652 1.0000000 .8547652
BAX OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 1370' FSL & 1279' FEL, NESE, 36: 27N-113W
ORIGINAL WELLS
<PAGE>
GRB B 6-1 PW 01975-50-00-1 WY SUBLETTE 1.0000000 .8547652 1.0000000 .8547652
(BAX) OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 518' FNL & 1467' FEL, LOT 37, 1-26N-113W
ORIGINAL WELLS
GRB T 14-34 PW*00946-10-00-1 WY SUBLETTE .0000000 .0000000 .5235390 .4493539
OPERATOR: EOG FORMATION: MESV A-B-C
DESCRIPTION: 34-27N-113W, NENE
ORIGINAL WELLS
GRB T 15-27 PW*00946-20-00-1 WY SUBLETTE .0000000 .0000000 .5235390 .4491970
OPERATOR: EOG FORMATION: MESV A-B-C
DESCRIPTION: 27-27N-113W, NWNE
ORIGINAL WELLS
GRB T 16A-27 PW*00946-30-00-1 WY SUBLETTE .0000000 .0000000 .5235390 .4491970
OPERATOR: EOG FORMATION: MESV A-B-C
DESCRIPTION: 27-27N-113W, SWNE
ORIGINAL WELLS
GRB T 17-27 PW*00946-40-00-1 WY SUBLETTE .0000000 .0000000 .5235390 .4491970
OPERATOR: EOG FORMATION: MESV A-B-C
DESCRIPTION: 27-27N-113W, NENE
ORIGINAL WELLS
GRB T 18-27 PW*00946-50-00-1 WY SUBLETTE .0000000 .0000000 .5235390 .4491970
OPERATOR: EOG FORMATION: MESV A-B-C
DESCRIPTION: 27-27N-113W, SENE
ORIGINAL WELLS
GRB T 24-27 PW*00947-10-00-1 WY SUBLETTE .0000000 .0000000 .5235390 .4491970
OPERATOR: EOG FORMATION: MESV A-B-C
DESCRIPTION: 27-27N-113W, NESE
ORIGINAL WELLS
<PAGE>
GRB T 26-35 PW*00947-20-00-1 WY SUBLETTE .0000000 .0000000 .5235390 .4491970
OPERATOR: EOG FORMATION: MESV A-B-C
DESCRIPTION: 35-27N-113W, SWNW
ORIGINAL WELLS
GRB T 27-35 PW*00947-30-00-1 WY SUBLETTE .0000000 .0000000 .5235390 .4491970
OPERATOR: EOG FORMATION: MESV "A-B-C"
DESCRIPTION: 35-27N-113W (NWNW)
ORIGINAL WELLS
GRB T 28-35 PW*00947-60-00-1 WY SUBLETTE .0000000 .0000000 .5235390 .4491970
OPERATOR: EOG FORMATION: MESV A-B-C
DESCRIPTION: 35-27N-113W, NWSW
ORIGINAL WELLS
GRB T 29-35 PW*00947-70-00-1 WY SUBLETTE .0000000 .0000000 .5235390 .4491970
OPERATOR: EOG FORMATION: MESV A-B-C
DESCRIPTION: 35-27N-113W, NENW
ORIGINAL WELLS
GRB T 32-27 PW*00947-90-00-1 WY SUBLETTE .0000000 .0000000 .5235390 .4491970
OPERATOR: EOG FORMATION: MESV A-B-C
DESCRIPTION: 27-27N-113W, SESE
ORIGINAL WELLS
GRB T 36-35 PW*00948-30-00-1 WY SUBLETTE .0000000 .0000000 .5235390 .4491970
OPERATOR: EOG FORMATION: MESV A-B-C
DESCRIPTION: 35-27N-113W, SENW
ORIGINAL WELLS
GRB T 37-35 PW*00948-40-00-1 WY SUBLETTE .0000000 .0000000 .5235390 .4491970
OPERATOR: EOG FORMATION: MESV A-B-C
DESCRIPTION: 35-27N-113W, NESW
ORIGINAL WELLS
<PAGE>
GRB T 39-35 *00948-50-00-1 WY SUBLETTE .0000000 .0000000 .5235390 .4491970
OPERATOR: EOG FORMATION: MESV A-B-C
DESCRIPTION: 35-27N-113W, SWSW
ORIGINAL WELLS
GRB T 44-31 PW*00948-90-00-1 WY SUBLETTE 1.0000000 .8450000 1.0000000 .8450000
OPERATOR: EOG FORMATION: ALMY T-41
DESCRIPTION: NESW 31-27N-112W
ORIGINAL WELLS
GRB T 60-34 PW*00949-90-00-1 WY SUBLETTE .5235390 .4491970 .5235390 .4491970
OPERATOR: EOG FORMATION: MESAVERDE A-B-C
DESCRIPTION: 34-27N-113W, SENE
ORIGINAL WELLS
GRB T 61-34 PW*00950-00-00-1 WY SUBLETTE .5235390 .4491970 .5235390 .4491970
OPERATOR: EOG FORMATION: MESAVERDE A-B-C
DESCRIPTION: 34-27N-113W, NESE
ORIGINAL WELLS
GRB T 62-34 PW*00950-10-00-1 WY SUBLETTE .5235390 .4491970 .5235390 .4491970
OPERATOR: EOG FORMATION: MESAVERDE A-B-C
DESCRIPTION: 34-27N-113W, SESE
ORIGINAL WELLS
GRB T 8-36 PW*00951-10-00-1 WY SUBLETTE 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: ALMY T-5
DESCRIPTION: 36-27N-113W, NESW
ORIGINAL WELLS
GRB 1-19 PW 00951-80-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SWNE 19-27N-112W
ORIGINAL WELLS
<PAGE>
GRB 10-09 PW 00951-90-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SENW 9-27N-112W
ORIGINAL WELLS
GRB 100-35 PW 00952-00-00-1 WY SUBLETTE .9190310 .7785252 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B (ZONE 2)
DESCRIPTION: SEC. 35-27N-113W, (NWNW)
ORIGINAL WELLS
GRB 100-35 PW 00952-00-00-2 WY SUBLETTE .9190310 .7785252 .9198070 .7792040
(TGS) OPERATOR: EOG FORMATION: FRONTIER A-B (ZONE 1/TGS)
DESCRIPTION: SEC. 35-27N-113W, (NWNW)
ORIGINAL WELLS
GRB 102-36 BR PW 00159-50-00-2 WY SUBLETTE 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: 560' FNL & 2700' FEL {NWNE}, SEC 36-27N-113W
ORIGINAL WELLS
GRB 102-36 F PW 00159-50-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: 560' FNL & 2700' FEL {NWNE} SEC 36-27N-113W
ORIGINAL WELLS
GRB 13-17 PW 00952-20-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SWSE 17-27N-112W
ORIGINAL WELLS
GRB 14-20 PW 00952-30-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SESW 20-27N-112W
ORIGINAL WELLS
<PAGE>
GRB 15-07 PW 00952-40-00-1 WY SUBLETTE 1.0000000 .8453506 1.0000000 .8453506
OPERATOR: EOG FORMATION: FRONTIER "C"
DESCRIPTION: NENW 7-27N-112W
ORIGINAL WELLS
GRB 152-11 PW 00158-00-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: 2391' FEL & 2615' FNL, SEC. 11-26N-113W, (SWNE)
ORIGINAL WELLS
GRB 16-33 LW 00952-50-00-1 WY SUBLETTE 1.0000000 .8450000 1.0000000 .8450000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NWNW 33-28N-112W
ORIGINAL WELLS
GRB 19-35 BR PW 00952-90-00-2 WY SUBLETTE .8289570 .7060032 .8289570 .7060032
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: NWSE 35-27N-113W
ORIGINAL WELLS
GRB 19-35 F PW 00952-90-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NWSE 35-27N-113W
ORIGINAL WELLS
GRB 21-34 F PW 00953-40-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SENE 34-27N-113W
ORIGINAL WELLS
GRB 21-34 M PW 00953-40-00-2 WY SUBLETTE .8289570 .7060032 .8289570 .7060032
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: SENE 34-27N-113W
ORIGINAL WELLS
<PAGE>
GRB 22-27 BR PW 00953-50-00-2 WY SUBLETTE .8289570 .7060032 .8289570 .7060032
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: SWNE 27-27N-113W
ORIGINAL WELLS
GRB 22-27 F PW 00953-50-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SWNE 27-27N-113W
ORIGINAL WELLS
GRB 28-18 PW 00954-00-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NESE 18-27N-112W
ORIGINAL WELLS
GRB 29-30 PW 00954-10-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NENW 30-27N-112W
ORIGINAL WELLS
GRB 29-30 PW 00954-10-00-2 WY SUBLETTE 1.0000000 .8547652 1.0000000 .8547652
(BAX) OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 500' FNL & 1320' FWL, NENW 30-27N-112W
ORIGINAL WELLS
GRB 3-31 PW 00954-30-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NWSE 31-27N-112W
ORIGINAL WELLS
GRB 33-06 PW 00954-50-00-1 WY SUBLETTE 1.0000000 .8453530 1.0000000 .8453530
OPERATOR: EOG FORMATION: FRONTIER "C"
DESCRIPTION: SWSE 6-27N-112W
ORIGINAL WELLS
<PAGE>
GRB 35-07 PW 00954-70-00-1 WY SUBLETTE 1.0000000 .8453530 1.0000000 .8453530
OPERATOR: EOG FORMATION: FRONTIER "C"
DESCRIPTION: SESE 7-27N-112W
ORIGINAL WELLS
GRB 36-18 PW 00954-80-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SESW 18-27N-112W
ORIGINAL WELLS
GRB 37-20 PW 00954-90-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NENW 20-27N-112W
ORIGINAL WELLS
GRB 38-36 PW 00955-00-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: 1345' FNL & 500' FELSENE 36-27N-113W
ORIGINAL WELLS
GRB 38-36 PW 00955-00-00-2 WY SUBLETTE 1.0000000 .8547652 1.0000000 .8547652
(BAX) OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 1345' FNL500' FEL, SENE, 36-27N-113W
ORIGINAL WELLS
GRB 39A-31 PW 00955-10-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: 1600' FNL & 1600' FWL, SEC. 31-27N-112W, (SENW)
ORIGINAL WELLS
GRB 39A-31 PW 00955-10-00-2 WY SUBLETTE 1.0000000 .8547652 1.0000000 .8547652
(BAX) OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 1600' FNL & 1600' FWL, SEC. 31-27N-112W, (SENW)
ORIGINAL WELLS
<PAGE>
GRB 41-36 BRPW00955-40-00-2 WY SUBLETTE .8289570 .7060032 .8289570 .7060032
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: SWNW 36-27N-113W
ORIGINAL WELLS
GRB 41-36 F PW 00955-40-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SWNW 36-27N-113W
ORIGINAL WELLS
GRB 46A-1 PW 00955-90-00-2 WY SUBLETTE 1.0000000 .8547652 1.0000000 .8547652
(BAX) OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 5262' FNL & 963' FEL, LOT 37, 1-26N-113W
ORIGINAL WELLS
GRB 49-19 PW 00956-10-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SESE 19-27N-113W
ORIGINAL WELLS
GRB 49-19 PW 00956-10-00-2 WY SUBLETTE 1.0000000 .8547652 1.0000000 .8547652
BAXTER OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: SESE 19-27N-113W
ORIGINAL WELLS
GRB 50-30 PW 00956-30-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SENE 30-27N-112W
ORIGINAL WELLS
GRB 50-30 PW 00956-30-00-2 WY SUBLETTE 1.0000000 .8547652 1.0000000 .8547652
(BAX) OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: SENE 30-27N-112W
ORIGINAL WELLS
<PAGE>
GRB 52-35 BRPW00956-50-00-2 WY SUBLETTE .8289570 .7060032 .8289570 .7060032
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: NWSW 35-27N-113W
ORIGINAL WELLS
GRB 52-35 F PW 00956-50-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NWSW 35-27N-113W
ORIGINAL WELLS
GRB 54-36 F PW 00956-70-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SWSW 36-27N-113W
ORIGINAL WELLS
GRB 54-36 M PW 00956-70-00-2 WY SUBLETTE .8289570 .7060032 .8289570 .7060032
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: SWSW 36-27N-113W
ORIGINAL WELLS
GRB 57-06 PW 00056-90-00-1 WY SUBLETTE 1.0000000 .8453531 1.0000000 .8453531
OPERATOR: EOG FORMATION: FRONTIER "C"
DESCRIPTION: SENE 6-27N-112W
ORIGINAL WELLS
GRB 59-7 PW 00957-10-00-1 WY SUBLETTE 1.0000000 .8453531 1.0000000 .8453531
OPERATOR: EOG FORMATION: FRONTIER "C"
DESCRIPTION: SWNE 7-27N-112W
ORIGINAL WELLS
GRB 6-30 PW 00957-30-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SWSE 30-27N-112W
ORIGINAL WELLS
<PAGE>
GRB 6-30 PW 00957-30-00-2 WY SUBLETTE 1.0000000 .8547652 1.0000000 .8547652
(BAX) OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: SWSE 30-27N-112W
ORIGINAL WELLS
GRB 60-17 PW 00957-40-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SESW 17-27N-112W
ORIGINAL WELLS
GRB 63-35 BR PW 00957-70-00-2 WY SUBLETTE .8289570 .7060032 .8289570 .7060032
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: SENE 35-27N-113W
ORIGINAL WELLS
GRB 63-35 F PW 00957-70-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SENE 35-27N-113W
ORIGINAL WELLS
GRB 66-17 PW 00958-00-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SWNE 17-27N-112W
ORIGINAL WELLS
GRB 67-06 PW 00958-20-00-1 WY SUBLETTE 1.0000000 .8453531 1.0000000 .8453531
OPERATOR: EOG FORMATION: FRONTIER "C"
DESCRIPTION: NESW 6-27N-112W
ORIGINAL WELLS
GRB 68-30 PW 00958-30-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NESW 30-27N-113W
ORIGINAL WELLS
<PAGE>
GRB 68-30 PW 00958-30-00-2 WY SUBLETTE 1.0000000 .8547652 1.0000000 .8547652
(BAX) OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: NESW 30-27N-113W, 1500' FWL & 2150' FSL
ORIGINAL WELLS
GRB 69-19 PW 00958-40-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NENW 19-27N-112W
ORIGINAL WELLS
GRB 69-19 PW 00958-40-00-2 WY SUBLETTE 1.0000000 .8547652 1.0000000 .8547652
(BAX) OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 1300' FNL & 1650' FWL NENW 19-27N-112W
ORIGINAL WELLS
GRB 7-06 PW 00958-50-00-1 WY SUBLETTE 1.0000000 .8453530 1.0000000 .8453530
OPERATOR: EOG FORMATION: FRONTIER "C"
DESCRIPTION: SENW 6-27N-112W
ORIGINAL WELLS
GRB 70-19 PW 00958-60-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NESW 19-27N-112W
ORIGINAL WELLS
GRB 70-19 PW 00958-60-00-2 WY SUBLETTE 1.0000000 .8547652 1.0000000 .8547652
(BAX) OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: NESW 19-27N-112W
ORIGINAL WELLS
GRB 72-27 BR PW 00958-80-00-2 WY SUBLETTE .8289570 .7060032 .8289570 .7060032
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: 1407' FEL & 2532' FSL, SEC. 27-27N-113W, (NWSE)
ORIGINAL WELLS
<PAGE>
GRB 72-27 F PW 00958-80-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: 1407' FEL & 2532' FSL, SEC. 27-27N-113W, (NWSE)
ORIGINAL WELLS
GRB 73-17 F PW 00958-90-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SWNW 17-27N-112W
ORIGINAL WELLS
GRB 74-31 PW 00959-00-00-3 WY SUBLETTE 1.0000000 .8547652 1.0000000 .8547652
(BAX) OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 1000' FWL & 1350' FSL, E2SW, 31-27N-112W
ORIGINAL WELLS
GRB 74-31 F PW 00959-00-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: E2SW 31-27N-112W
ORIGINAL WELLS
GRB 74-31 M PW 00959-00-00-2 WY SUBLETTE .8289570 .7060032 .8289570 .7060032
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: E2SW 31-27N-112W
ORIGINAL WELLS
GRB 75-31 PW 00959-10-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: E NE 31-27N-112W
ORIGINAL WELLS
GRB 75-31 PW 00959-10-00-2 WY SUBLETTE 1.0000000 .8547652 1.0000000 .8547653
(BAX) OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: NENE 31-27N-112W
ORIGINAL WELLS
<PAGE>
GRB 8-36 BR PW 00959-60-00-2 WY SUBLETTE .8289570 .7060032 .8289570 .7060032
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: NESE, 36-27N-113W
ORIGINAL WELLS
GRB 8-36 F PW 00959-60-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NESE 36-27N-113W
ORIGINAL WELLS
GRB 81-36 BR PW 00959-80-00-2 WY SUBLETTE 1.0000000 .8509818 .8289570 .7060031
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: SWNE 36-27N-113W
ORIGINAL WELLS
GRB 81-36 F PW 00959-80-00-1 WY SUBLETTE 1.0000000 .8358373 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SWNE 36-27N-113W
ORIGINAL WELLS
GRB 82-6 PW 00959-90-00-2 WY SUBLETTE 1.0000000 .8547652 1.0000000 .8547652
(BAX) OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 800' FWL & 2200' FNL, SENW, 6-26N-112W
ORIGINAL WELLS
GRB 88-35 PW 00960-60-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SENW 35-27N-113W
ORIGINAL WELLS
GRB 90-34 PW 00152-00-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: 480' FEL & 2358' FNL {SENE} SECTION 34, T27N, R113W
ORIGINAL WELLS
<PAGE>
GRB 94-27 F PW 00961-40-00-1 WY SUBLETTE .9190310 .7670147 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: SESE 27-27N-113W
ORIGINAL WELLS
GRB 98-27 PW 00152-10-00-3 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
(TGS) OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: 788' FNL & 2849' FWL {NWNE}, SECTION 27, T27N-R113W
ORIGINAL WELLS
GRB 98-27 PW 00152-10-00-2 WY SUBLETTE .8289570 .7060032 .8289570 .7060032
BR/MUD OPERATOR: EOG FORMATION: BEAR RIVER/85% ALLOCATION
DESCRIPTION: 788' FNL & 2849' FWL {NWNE}, SECTION 27, T27N-R113W
ORIGINAL WELLS
GRB 98-27 PW 00152-10-00-1 WY SUBLETTE .9198070 .7792040 .9198070 .7792040
FR 2 OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: 788' FNL & 2849' FWL {NWNE}, SECTION 27, T27N-R113W
ORIGINAL WELLS
GRB 99-27 BR PW 00961-60-00-2 WY SUBLETTE .7906803 .6805900 .8289570 .7060032
OPERATOR: EOG FORMATION: BEAR RIVER MUDDY
DESCRIPTION: NENE 27-27N-113W
ORIGINAL WELLS
GRB 99-27 F PW 00961-60-00-1 WY SUBLETTE .9190310 .7670147 .9198070 .7792040
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NENE 27-27N-113W
ORIGINAL WELLS
GULF STATE LW *00964-90-00-1 WY SUBLETTE 1.0000000 .8750000 1.0000000 .8750000
1-16 OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 16-27N-112W, (SESW)
ORIGINAL WELLS
<PAGE>
HAIRSEAR 1-22 LW 01902-40-00-1 WY SUBLETTE 1.0000000 .8250000 1.0000000 .8250000
OPERATOR: EOG FORMATION: ALMY K SAND
DESCRIPTION: 690' FEL & 1730' FNL, SEC. 22-29N-113W, (SENE)
ORIGINAL WELLS
HORSESHOE 00113-00-00-1 WY SUBLETTE 1.0000000 .8750000 .5000000 .4375000
BEND 1-20 OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NENE 20-27N-112W
ORIGINAL WELLS
HORSESHOE 00113-10-00-1 WY SUBLETTE 1.0000000 .8750000 .5000000 .4375000
BEND 2-21 OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NWNW 21-27N-112W
ORIGINAL WELLS
ISE 16-17 PW *00662-90-00-1 WY SUBLETTE .4502007 .3790573 .4502007 .3790573
(P&A) OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: 2530' FEL & 2180' FSL, 17-29N-112W(NWSE)
ORIGINAL WELLS
ISENHOUR-ALMY *99999-99-99-F WY SUBLETTE .4502000 .3790457 .4502000 .3790457
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: ALMY PA
ORIGINAL WELLS
JORY HILL CW 01990-80-00-2 WY SUBLETTE .5000000 .4068750 .5000000 .4068750
1-29 (M) OPERATOR: EOG FORMATION: MUDDY 16% ALLOCATION
DESCRIPTION: 2240' FNL & 1104' FEL, SEC. 29-27N-113W (SENE)
ORIGINAL WELLS
<PAGE>
JORY HILL CW 01990-80-00-1 WY SUBLETTE .5000000 .4068750 .5000000 .4068750
1-29 FR OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: 2240' FNL & 1104' FEL, SEC. 29-27N-113W, (SENE)
ORIGINAL WELLS
JORY HILL CW 01990-80-00-4 WY SUBLETTE .5000000 .4068750 .5000000 .4068750
1-29 FR OPERATOR: EOG FORMATION: FRONTIER 1 (TGS)
DESCRIPTION: 2240' FNL & 1104' FEL, SEC. 29-27N-113W, (SENE)
ORIGINAL WELLS
LIU 3-24 PW*01045-70-00-1 WY SUBLETTE 1.0000000 .7949999 1.0000000 .7949999
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: SWSW 24-29N-112W
ORIGINAL WELLS
LIU 4-23 PW*01046-30-00-1 WY SUBLETTE 1.0000000 .7499999 1.0000000 .7949999
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: NESE 23-29N-112W
ORIGINAL WELLS
LONG ISLAND *99999-99-99-D WY SUBLETTE 1.0000000 .8250688 1.0000000 .8250688
ALMY A-B OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: ALMY PA A-B
ORIGINAL WELLS
LONG ISLAND *99999-99-99-C WY SUBLETTE 1.0000000 .7950000 1.0000000 .7950000
MESV OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: MESAVERDE PA
ORIGINAL WELLS
M & M 1-14 LW&*01601-60-00-1 WY SUBLETTE 1.0000000 .8150000 1.0000000 .8150000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SWNW 14-29N-113W
ORIGINAL WELLS
<PAGE>
MASON 3-18 LW *01615-50-00-1 WY SUBLETTE 1.0000000 .8250000 1.0000000 .8250000
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: SWSW 18-31N-113W
ORIGINAL WELLS
MCD ALMY PA A*99999-99-99-G WY SUBLETTE 1.0000000 .8532585 1.0000000 .8532585
OPERATOR: EOG FORMATION: ALMY A
DESCRIPTION: ALMY PA A
ORIGINAL WELLS
MCD ALMY *99999-99-99-H WY SUBLETTE 1.0000000 .8450000 1.0000000 .8450000
PA B-F OPERATOR: EOG FORMATION: ALMY B-F
DESCRIPTION: ALMY PA B-F
ORIGINAL WELLS
MCD ALMY *99999-99-99-I WY SUBLETTE 1.0000000 .8446556 1.0000000 .8446556
PA C-D OPERATOR: EOG FORMATION: ALMY C-D
DESCRIPTION: ALMY PA C-D
ORIGINAL WELLS
MCD ALMY PA E*99999-99-99-J WY SUBLETTE 1.0000000 .8600000 1.0000000 .8600000
OPERATOR: EOG FORMATION: ALMY E
DESCRIPTION: ALMY PA E
ORIGINAL WELLS
MCD ALMY PA H*99999-99-99-K WY SUBLETTE 1.0000000 .8450000 1.0000000 .8450000
OPERATOR: EOG FORMATION: ALMY H
DESCRIPTION: ALMY PA H
ORIGINAL WELLS
MCD ALMY PA I*99999-99-99-L WY SUBLETTE 1.0000000 .8450000 1.0000000 .8450000
OPERATOR: EOG FORMATION: ALMY I
DESCRIPTION: ALMY PA I
ORIGINAL WELLS
<PAGE>
MCD ALMY PA J*99999-99-99-M WY SUBLETTE .5000000 .4225000 .5000000 .4225000
OPERATOR: EOG FORMATION: ALMY J
DESCRIPTION: ALMY PA J
ORIGINAL WELLS
MCD 87-18 PW&*00435-00-00-1 WY SUBLETTE .5000000 .4225000 .5000000 .4225000
OPERATOR: EOG FORMATION: ALMY J
DESCRIPTION: NENE 18-28N-112W
ORIGINAL WELLS
MICK CRK FED LW *01078-80-00-1 WY SUBLETTE .7000000 .5792500 .7000000 .5792500
1-17 OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: NWNW 17-32N-114W660' FNL & 460' FWL
ORIGINAL WELLS
MILLS 1-22 LW00442-60-00-1 WY SUBLETTE 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: SESE 22-28N-113W
ORIGINAL WELLS
MILLS 1-22 LW 00442-60-00-2 WY SUBLETTE 1.0000000 .8750000 1.0000000 .8750000
(TGS) OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: SESE 22-28N-113W
ORIGINAL WELLS
MILLS 2-23 LW&*00442-70-00-1 WY SUBLETTE 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 23-27N-113W, SWSW
ORIGINAL WELLS
MP 10-3 LW00150-00-00-1 WY SUBLETTE 1.0000000 .8137500 1.0000000 .8137500
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: 718' FSL & 280' FEL, SEC. 3-29N-113W, (SESE)
ORIGINAL WELLS
<PAGE>
MP 12-1 001079-40-00-1 WY SUBLETTE 1.0000000 .8101500 1.0000000 .8101500
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: NENE 10-29N-113W
ORIGINAL WELLS
MP 14-1 101079-50-00-1 WY SUBLETTE 1.0000000 .8600000 1.0000000 .8600000
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: SWNW 11-29N-113W
ORIGINAL WELLS
MP 16-10 LW 01079-60-00-1 WY SUBLETTE 1.0000000 .8125000 1.0000000 .8125000
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 460' FEL, & 2060' FSL, SEC. 10-29N-113W, (NESE)
ORIGINAL WELLS
MP 17-11 LW 01079-70-00-1 WY SUBLETTE 1.0000000 .8125000 1.0000000 .8125000
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 661' FWL, & 2800' FSL, SEC. 11-29N-113W, (NWSW)
ORIGINAL WELLS
MP 19-10 LW 01079-80-00-1 WY SUBLETTE 1.0000000 .8125000 1.0000000 .8125000
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 792' FSL, & 460' FEL, SEC. 10-29N-113W, (SESE)
ORIGINAL WELLS
MP 20-11 LW01079-90-00-1 WY SUBLETTE 1.0000000 .8125000 1.0000000 .8125000
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 800' FSL, & 861' FWL, SEC. 11-29N-113W, (SWSW)
ORIGINAL WELLS
MP 21-11 LW00149-80-00-1 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 710' FSL & 1980' FWL, SEC. 11-29N-113W, (SESW)
ORIGINAL WELLS
<PAGE>
MP 23-14 01080-00-00-1 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: NENW 14-29N-113W
ORIGINAL WELLS
MP 3-03 01079-10-00-1 WY SUBLETTE 1.0000000 .8250000 1.0000000 .8250000
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: NESE 03-29N-113W
ORIGINAL WELLS
MP 4-11 01079-20-00-1 WY SUBLETTE 1.0000000 .8600000 1.0000000 .8600000
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: NWNW 11-29N-113W
ORIGINAL WELLS
MP 5-3 LW00150-20-00-1 WY SUBLETTE 1.0000000 .8317500 1.0000000 .8317500
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: 2022' FNL & 461' FEL, SEC. 3-29N-113W, (SENE)
ORIGINAL WELLS
MP 7-3 LW00150-10-00-1 WY SUBLETTE 1.0000000 .8137500 1.0000000 .8137500
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: 2029' FSL & 1830' FEL, SEC. 3-29N-113W, (NWSE)
ORIGINAL WELLS
MP 9-03 LW01080-10-00-1 WY SUBLETTE 1.0000000 .8137500 1.0000000 .8137500
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: SWSE 03-29N-113W
ORIGINAL WELLS
NCB 1-23 00315-20-00-1 WY SUBLETTE 1.0000000 .8557813 1.0000000 .8557812
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SENW 23-28N-113W
ORIGINAL WELLS
<PAGE>
NCB 2-23 CW 01094-10-00-1 WY SUBLETTE 1.0000000 .7895050 1.0000000 .7895050
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 1331'FEL & 2098' FSL, SEC. 23-28N-113W, (TR 45)
ORIGINAL WELLS
NCB 2-23 CW 01094-10-00-2 WY SUBLETTE 1.0000000 .7895050 1.0000000 .7895050
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 1331'FEL & 2098' FSL, SEC. 23-28N-113W, (TR 45)
ORIGINAL WELLS
NCB 4-23 CW 01989-10-00-1 WY SUBLETTE 1.0000000 .7895050 1.0000000 .7895050
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 600'FSL & 1100'FEL, SEC. 23-28N-113W, (L0T 7)
ORIGINAL WELLS
NCB 4-23 CW 01989-10-00-2 WY SUBLETTE 1.0000000 .7895050 1.0000000 .7895050
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 600'FSL & 1100'FEL, SEC. 23-28N-113W, (LOT 7)
ORIGINAL WELLS
NEW FORK MESA *00157-90-00-1 WY SUBLETTE 1.0000000 .8250000 1.0000000 .8250000
1-15 OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 1169' FSL & 1122' FEL, SEC. 15-28N-113W, (SESE)
ORIGINAL WELLS
NLB 19-09 PW 00463-70-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 9-27N-113W, SENW
ORIGINAL WELLS
NLB 20-08 PW 00463-80-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 8-27N-113W, SWNE
ORIGINAL WELLS
NLB 21-04 PW 00463-90-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
ORIGINAL WELLS
<PAGE>
NLB 22-17 PW 00464-00-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 17-27N-113W, NESE
ORIGINAL WELLS
NLB 23-16 PW 00464-10-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 16-27N-113W, SESW
ORIGINAL WELLS
NLB 24-33 PW 00464-20-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 33-28N-113W, SWNW
ORIGINAL WELLS
NLB 25-05 PW 00464-30-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 5-27N-113W, NWSE
ORIGINAL WELLS
NLB 26-09 PW 00464-50-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 9-27N-113W, NWSW
ORIGINAL WELLS
NLB 27-17 PW 00464-60-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: SEC. 17-27N-113W, NENW
ORIGINAL WELLS
NLB 27-17 PW 00464-60-00-2 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
(TGS) OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: SEC. 17-27N-113W, NENW
ORIGINAL WELLS
<PAGE>
NLB 30-16 PW 00464-90-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: SEC. 16-27N-113W, NESE
ORIGINAL WELLS
NLB 30-16 PW 00464-90-00-2 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
(TGS) OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: SEC. 16-27N-113W, NESE
ORIGINAL WELLS
NLB 31-08 PW 00465-00-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 8-27N-113W, NWSW
ORIGINAL WELLS
NLB 32-05 PW 00465-10-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: NWSW5-27N-113W
ORIGINAL WELLS
NLB 32-05 PW 00465-10-00-2 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
(TGS) OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: NWSW5-27N-113W
ORIGINAL WELLS
NLB 33-17 PW 00465-20-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: SEC. 17-27N-113W, NESW
ORIGINAL WELLS
NLB 33-17 PW 00465-20-00-2 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
(TGS) OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: SEC. 17-27N-113W, NESW
ORIGINAL WELLS
<PAGE>
NLB 34-21 PW 00465-30-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: SEC. 21-27N-113W, NWNW
ORIGINAL WELLS
NLB 34-21 PW 00465-30-00-2 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
(TGS) OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: SEC. 21-27N-113W, NWNW
ORIGINAL WELLS
NLB 35-34 PW 00465-40-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: SEC. 34-28N-13W, SWNW
ORIGINAL WELLS
NLB 35-34 PW 00465-40-00-2 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
(TGS) OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: SEC. 34-28N-13W, SWNW
ORIGINAL WELLS
NLB 36-33 PW 00465-50-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: SEC. 33-28N-113W, SWNE
ORIGINAL WELLS
NLB 36-33 PW 00465-50-00-2 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
(TGS) OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: SEC. 33-28N-113W, SWNE
ORIGINAL WELLS
NLB 37-05 PW 00465-60-00-2 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: SEC. 5-27N-113W, SWSE2153' FEL & 84' FSL
ORIGINAL WELLS
<PAGE>
NLB 37-05 PW 00465-60-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
(TGS) OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: SEC. 5-27N-113W, SWSE2153' FEL & 84' FSL
ORIGINAL WELLS
NLB 38-08 PW 00465-70-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: SEC. 8-27N-113W, NWNW
ORIGINAL WELLS
NLB 38-08 PW 00465-70-00-2 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
(TGS) OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: SEC. 8-27N-113W, NWNW
ORIGINAL WELLS
NLB 39-17 PW 00465-80-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: SEC. 17-27N-113W, NENE
ORIGINAL WELLS
NLB 39-17 PW 00465-80-00-2 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
(TGS) OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: SEC. 17-27N-113W, NENE
ORIGINAL WELLS
NLB 40-33 PW 00157-80-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 33-28N-113W, NENE
ORIGINAL WELLS
NLB 40-33 PW 00157-80-00-2 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
(TGS) OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 33-28N-113W, NENE
ORIGINAL WELLS
<PAGE>
NLB 43-05 PW 00466-20-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: SWNE 5-27N-113W
ORIGINAL WELLS
NLB 43-05 PW 00466-20-00-2 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
(TGS) OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: SWNE 5-27N-113W
ORIGINAL WELLS
NLB 44-34 PW 00466-30-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: SEC. 34-28N-113W, SWSW
ORIGINAL WELLS
NLB 44-34 PW 00466-30-00-2 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
(TGS) OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: SEC. 34-28N-113W, SWSW
ORIGINAL WELLS
NLB 45-33 PW 00466-40-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: SEC. 33-28N-113W, LOT 3
ORIGINAL WELLS
NLB 45-33 PW 00466-40-00-2 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
(TGS) OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: SEC. 33-28N-113W, LOT 3
ORIGINAL WELLS
NLB 46-33 PW 00466-50-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: NWNE 33-28N-113W
ORIGINAL WELLS
<PAGE>
NLB 46-33 PW 00466-50-00-2 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
)TGS) OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: NWNE 33-28N-113W
ORIGINAL WELLS
NLB 48-04 PW 00466-60-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: SEC. 4-27N-113W, NWSE
ORIGINAL WELLS
NLB 48-04 PW 00466-60-00-2 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
(TGS) OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: SEC. 4-27N-113W, NWSE
ORIGINAL WELLS
NLB 49-09 PW 00466-70-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: SEC. 9-27N-113W, NWNE
ORIGINAL WELLS
NLB 49-09 PW 00466-70-00-2 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
(TGS) OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: SEC. 9-27N-113W, NWNE
ORIGINAL WELLS
NLB 51-16 PW 01980-80-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: SEC. 16-27N-113W, NENE
ORIGINAL WELLS
NLB 51-16 PW 01980-80-00-2 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
(TGS) OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: SEC. 16-27N-113W, NENE
ORIGINAL WELLS
<PAGE>
NLB 52-16 PW 00154-10-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 16-27N-113W, NWSE
ORIGINAL WELLS
NLB 52-16 PW 00154-10-00-2 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
(TGS) OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 16-27N-113W, NWSE
ORIGINAL WELLS
NLB 53-21 PW 00154-20-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 21-27N-113W, NENW
ORIGINAL WELLS
NLB 53-21 PW 00154-20-00-2 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
(TGS) OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 21-27N-113W, NENW
ORIGINAL WELLS
NLB 54-20 PW 00154-30-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 20-27N-113W, SWNE
ORIGINAL WELLS
NLB 54-20 PW 00154-30-00-2 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
(TGS) OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 20-27N-113W, SWNE
ORIGINAL WELLS
NLB 55-17 PW 00466-90-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 17-27N-113W, SWSE
ORIGINAL WELLS
<PAGE>
NLB 56-17 PW 00467-00-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: SEC. 17-27N-113W, SENW
ORIGINAL WELLS
NLB 56-17 PW 00467-00-00-2 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
(TGS) OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: SEC. 17-27N-113W, SENW
ORIGINAL WELLS
NLB 59-09 PW 00107-90-00-1 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 9-27N-113W, NWNW
ORIGINAL WELLS
NLB 59-09 PW 00107-90-00-2 WY SUBLETTE 1.0000000 .8510301 1.0000000 .8510301
(TGS) OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SEC. 9-27N-113W, NWNW
ORIGINAL WELLS
NPC 1-30 LW*01092-10-00-1 WY SUBLETTE 1.0000000 .8500000 1.0000000 .8500000
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: NENW 30-31N-113W
ORIGINAL WELLS
NPC 2-19 LW*00101-70-00-2 WY SUBLETTE 1.0000000 .8250000 1.0000000 .8250000
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: NENW SEC 19-31N-113W
ORIGINAL WELLS
NPC 2-19 LW*00101-70-00-1 WY SUBLETTE 1.0000000 .8250000 1.0000000 .8250000
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 660' FNL & 1100' FWL {NWNW} SEC. 19-31N-113W
ORIGINAL WELLS
<PAGE>
PSU 12-30 PW*00490-80-00-1 WY SUBLETTE 1.0000000 .8475506 1.0000000 .8475506
OPERATOR: EOG FORMATION: P SAND
DESCRIPTION: SEC 30-29N-112W (NESW)
ORIGINAL WELLS
PSU 25-30 P&A*00491-50-00-1 WY SUBLETTE 1.0000000 .8475506 1.0000000 .8475506
WIW PW OPERATOR: EOG FORMATION: P SAND
DESCRIPTION: SEC 30-29N-112W (SENW)
ORIGINAL WELLS
PSU 29-02 *00491-80-00-1 WY SUBLETTE 1.0000000 .8475506 1.0000000 .8475506
PW(TA) OPERATOR: EOG FORMATION: P SAND
DESCRIPTION: SEC 2-28N-112W (LOT 5) NENE
ORIGINAL WELLS
PSU 3-31 PW*00491-90-00-1 WY SUBLETTE 1.0000000 .8475507 1.0000000 .8475507
OPERATOR: EOG FORMATION: P SAND
DESCRIPTION: SEC 31-29N-112W (NENW)
ORIGINAL WELLS
PSU 5-31 PW*00492-30-00-1 WY SUBLETTE 1.0000000 .8475507 1.0000000 .8475507
OPERATOR: EOG FORMATION: P SAND
DESCRIPTION: SEC 31-29N-112W (NENW)
ORIGINAL WELLS
PSU 6-30 PW*00492-40-00-1 WY SUBLETTE 1.0000000 .8475507 1.0000000 .8475507
OPERATOR: EOG FORMATION: P SAND
DESCRIPTION: SEC 30-29N-112W (SESW)
ORIGINAL WELLS
PSU 7-31 PW*00492-50-00-1 WY SUBLETTE 1.0000000 .8475506 1.0000000 .8475506
OPERATOR: EOG FORMATION: P SAND
DESCRIPTION: 1979' FNL & 668' FWL, SEC 31-29N-112W (SENW)
ORIGINAL WELLS
<PAGE>
RED HILL 1-18 CW 00894-60-00-1 WY SUBLETTE .9487350 .8115174 .9487350 .8115174
OPERATOR: EOG FORMATION: FRONTIER A-B
DESCRIPTION: NWNE 18-27N-112W
ORIGINAL WELLS
RIPPES DRAW LW 00503-00-00-1 WY SUBLETTE 1.0000000 .8270000 1.0000000 .8270000
1-15 OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: 1341' FEL, 1734' FSL, 15-30N-113WNWSE
ORIGINAL WELLS
RUBEN ALMY 3&4*99999-99-99-O WY SUBLETTE .6195350 .5052063 .6195350 .5052063
STRAY OPERATOR: EOG FORMATION: ALMY STRAY 3 & 4
DESCRIPTION: ALMY STRAY 3 & 4
ORIGINAL WELLS
S 11-28 LW&*00407-40-00-1 WY SUBLETTE 1.0000000 .8170000 1.0000000 .8170000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NENW 28-30N-113W
ORIGINAL WELLS
S 14-21 LW&*00407-70-00-1 WY SUBLETTE 1.0000000 .8320000 1.0000000 .8320000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NESE 21-30N-113W
ORIGINAL WELLS
S 18-21 LW00407-80-00-1 WY SUBLETTE 1.0000000 .8320000 1.0000000 .8320000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SWSW 21-30N-113W
ORIGINAL WELLS
S 19-28 LW&*00407-90-00-1 WY SUBLETTE 1.0000000 .8170000 1.0000000 .8170000
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: 1980' FNL & 1930' FWL28-30N-113W (SENW)
ORIGINAL WELLS
<PAGE>
S 2-21 LW&*00408-00-00-1 WY SUBLETTE 1.0000000 .8320000 1.0000000 .8320000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SWSE 21-30N-113W
ORIGINAL WELLS
S 21-28 00408-20-00-1 WY SUBLETTE 1.0000000 .8325000 1.0000000 .8325000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SWSE 28-30N-113W
ORIGINAL WELLS
S 22-33 LW00408-30-00-1 WY SUBLETTE 1.0000000 .8392500 1.0000000 .8392500
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: 1048' FNL & 661' FEL 33-30N-113WNENE
ORIGINAL WELLS
S 24-28 LW00408-40-00-1 WY SUBLETTE 1.0000000 .8170000 1.0000000 .8170000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SESW 28-30N-113W
ORIGINAL WELLS
S 25-34 LW 00408-50-00-1 WY SUBLETTE 1.0000000 .8325100 1.0000000 .8325100
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: 1950' FSL & 750' FWL, SEC. 34-30N-113W, (NWSW)
ORIGINAL WELLS
S 26-33 LW00408-60-00-1 WY SUBLETTE 1.0000000 .8217500 1.0000000 .8217500
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: NENW 33-30N-113W
ORIGINAL WELLS
S 27-33 LW00408-70-00-1 WY SUBLETTE 1.0000000 .8392500 1.0000000 .8392500
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: 2997' FSL, & 1369' FEL33-30N-113W(SWNE)
ORIGINAL WELLS
<PAGE>
S 28-28 LW*00408-80-00-1 WY SUBLETTE 1.0000000 .8325000 1.0000000 .8325000
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: 2880' FSL & 1601' FEL28-30N-113WSWSW
ORIGINAL WELLS
S 31-28 LW00408-90-00-1 WY SUBLETTE 1.0000000 .8170000 1.0000000 .8170000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NENW 28-30N-113W
ORIGINAL WELLS
S 32-33 LW00409-00-00-1 WY SUBLETTE 1.0000000 .8392500 1.0000000 .8392500
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SESE 33-30N-113W
ORIGINAL WELLS
S 33-28 LW00409-10-00-1 WY SUBLETTE .5000000 .4095000 .5000000 .4095000
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: 1926' FSL & 1159' FWL, 28-30N-113W NWSW
ORIGINAL WELLS
S 34-34 LW00409-20-00-1 WY SUBLETTE 1.0000000 .8500000 1.0000000 .8500000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SWSW 34-30N-113W
ORIGINAL WELLS
S 35-03 LW00149-70-00-1 WY SUBLETTE 1.0000000 .8317500 1.0000000 .8317500
OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: 1010' FWL & 645' FNL, SEC. 3-29N-113W, (LOT 4)
ORIGINAL WELLS
S 4-34 LW*00409-40-00-1 WY SUBLETTE 1.0000000 .8325000 1.0000000 .8325000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SESE 34-30N-113W
ORIGINAL WELLS
<PAGE>
S 40-33 LW00409-50-00-1 WY SUBLETTE 1.0000000 .8392500 1.0000000 .8392500
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: NWNE 33-30N-113W
ORIGINAL WELLS
S 50-21 LW00101-60-00-1 WY SUBLETTE 1.0000000 .8320000 1.0000000 .8320000
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: NWSW 21-30N-113W
ORIGINAL WELLS
S 6-21 LW&*00409-60-00-1 WY SUBLETTE 1.0000000 .8320000 1.0000000 .8320000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SWSW 21-30N-113W
ORIGINAL WELLS
S 7-36 LW*00409-70-00-1 WY SUBLETTE 1.0000000 .8250000 1.0000000 .8250000
OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SWSW 36-30N-113W
ORIGINAL WELLS
SADDLE RIDGE- *99999-99-99-A WY SUBLETTE 1.0000000 .7848011 1.0000000 .7848011
MESV OPERATOR: EOG FORMATION: MESAVERDE
DESCRIPTION: MESAVERDE PA
ORIGINAL WELLS
SFE FED 4-24 CW&*00168-50-00-1 WY SUBLETTE 1.0000000 .8020060 1.0000000 .8020060
OPERATOR: EOG . FORMATION: TRANSITION
DESCRIPTION: 1316' FWL & 1318' FNL, 24-28N-113W (NWNW)
ORIGINAL WELLS
SHB 1-08 (M) CW00519-20-00-1 WY SUBLETTE .9500000 .7748750 .9500000 .7748750
OPERATOR: EOG FORMATION: MUDDY
DESCRIPTION: 1308 FNL 1388 FEL NWNE-8-26N-113W (HOGBACK PROSPECT)
ORIGINAL WELLS
<PAGE>
SLB 2-28 VPU00528-40-00-1 WY SUBLETTE 1.0000000 .8328571 1.0000000 .8328571
OPERATOR: EOG FORMATION: FRONTIER 2
DESCRIPTION: SEC. 28-27N-113W, SWNW
ORIGINAL WELLS
SLB 2-28 VPU00528-40-00-2 WY SUBLETTE 1.0000000 .7628571 1.0000000 .7628571
(BAXTER) OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: SEC. 28-27N-113W, SWNW
ORIGINAL WELLS
SLB 2-28 VPU00528-40-00-3 WY SUBLETTE 1.0000000 .8328571 1.0000000 .8328571
(TGS) OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: SEC. 28-27N-113W, SWNW
ORIGINAL WELLS
SLB 3-33 CW 00528-70-00-2 WY SUBLETTE 1.0000000 .8543228 1.0000000 .8543228
(BAX) OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 542'FSL & 370'FWL33-27N-113WSWSW
ORIGINAL WELLS
SLB 3-33 CW 00528-70-00-3 WY SUBLETTE 1.0000000 .8543228 1.0000000 .8543228
(FRONT) OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: 542'FSL & 370' FWL33-27N-113W SWSW
ORIGINAL WELLS
SLB 3-33 CW 00528-70-00-1 WY SUBLETTE 1.0000000 .8543228 1.0000000 .8543228
(MUD) OPERATOR: EOG FORMATION: MUDDY
DESCRIPTION: 542'FSL & 370' FWL33-27N-113W SWSW
ORIGINAL WELLS
SLB 4-33 00528-80-00-1 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: MUDDY
DESCRIPTION: SESE 33-27N-113W
ORIGINAL WELLS
<PAGE>
SLB 5-33 LW 00154-50-00-2 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
(BAXTER) OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 2050' FNL & 2450' FEL 33-27N-113W SWNE
ORIGINAL WELLS
SLB 5-33 LW 00154-50-00-1 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
(FR 1) OPERATOR: EOG FORMATION: FRONTIER 1 (TGS)
DESCRIPTION: 2050' FNL & 2450' FEL, SEC. 33-27N-113W, (SWNE)
ORIGINAL WELLS
SLB 5-33 LW 00154-50-00-3 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
(MUDDY) OPERATOR: EOG FORMATION: MUDDY/FRONTIER 2
DESCRIPTION: 2050' FNL & 2450' FEL, SEC. 33-27N-113W, (SWNE)
ORIGINAL WELLS
SLB 6-28 VPU00528-90-00-1 WY SUBLETTE 1.0000000 .8328571 1.0000000 .8328571
OPERATOR: EOG FORMATION: FRONTIER 2/MUDDY
DESCRIPTION: SEC. 28-27N-113W, SWNE
ORIGINAL WELLS
SLB 6-28 VPU00528-90-00-2 WY SUBLETTE 1.0000000 .8328571 1.0000000 .8328571
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: SEC. 28-27N-113W, SWNE
ORIGINAL WELLS
SLB 6-28 VPU 00528-90-00-3 WY SUBLETTE 1.0000000 .8328571 1.0000000 .8328571
(TGS) OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: SEC. 28-27N-113W, SWNE
ORIGINAL WELLS
SLB 7-28 AVPU00529-00-00-1 WY SUBLETTE 1.0000000 .8328571 1.0000000 .8328571
OPERATOR: EOG FORMATION: FRONTIER 2/MUDDY
DESCRIPTION: SEC. 28-27N-113W, SWSW
ORIGINAL WELLS
SLB 7-28 AVPU00529-00-00-2 WY SUBLETTE 1.0000000 .8328571 1.0000000 .8328571
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: SEC. 28-27N-113W, SWSW
ORIGINAL WELLS
<PAGE>
SLB 7-28A VPU 00529-00-00-3 WY SUBLETTE 1.0000000 .8328571 1.0000000 .8328571
(TGS) OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: SEC. 28-27N-113W, SWSW
ORIGINAL WELLS
SLB 8-33 LW 00154-60-00-1 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: FRONTIER 2 AND MUDDY
DESCRIPTION: 1850' FNL & 1150' FWL, SEC. 33-27N-113W, (SWNW)
ORIGINAL WELLS
SLB 8-33 LW 00154-60-00-2 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 1850' FNL & 1150' FWL, SEC. 33-27N-113W, (SWNW)
ORIGINAL WELLS
SLB 8-33 LW 00154-60-00-3 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
(TGS) OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: 1850' FNL & 1150' FWL, SEC. 33-27N-113W, (SWNW)
ORIGINAL WELLS
SLB 9-33 LW 00154-90-00-1 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: FRONTIER 2 AND MUDDY
DESCRIPTION: 1053' FSL & 2417' FEL, SEC. 33-27N-113W, (SWSE)
ORIGINAL WELLS
SLB 9-33 LW 00154-90-00-2 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
(BAXTER) OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: 1053' FSL & 2417' FEL 33-27N-113W SWSE
ORIGINAL WELLS
SLB 9-33 TGS LW 00154-90-00-3 WY SUBLETTE 1.0000000 .8200000 1.0000000 .8200000
OPERATOR: EOG FORMATION: FRONTIER 1
DESCRIPTION: 1053' FSL & 2417' FEL, SEC. 33-27N-113W, (SWSE)
ORIGINAL WELLS
<PAGE>
STAR CORRAL *99999-99-99-B WY SUBLETTE 1.0000000 .8289655 1.0000000 .8289655
UNIT OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: ALMY FORMATION PA "A"
ORIGINAL WELLS
SUPERIOR #1*00605-70-00-1 WY SUBLETTE 1.0000000 .8500000 1.0000000 .8500000
MARSHALL OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SWSW 34-30N-113W
ORIGINAL WELLS
TAR ISL 1-33 LW&*00608-20-00-1 WY SUBLETTE 1.0000000 .8450000 1.0000000 .8450000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: NWSE 33-28N-112W
ORIGINAL WELLS
TAR ISL 2-33 &*00608-30-00-1 WY SUBLETTE 1.0000000 .8125000 .5000000 .4225000
LW(TA) OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: NWSE-33-28N-112W
ORIGINAL WELLS
TERM. DRAW CW 01974-60-00-1 WY SUBLETTE 1.0000000 .8325837 1.0000000 .8325837
3-15 OPERATOR: EOG FORMATION: BAXTER
DESCRIPTION: SEC. 15-28N-113W, NWSW
ORIGINAL WELLS
THOMPSON 2-08 LW*00612-40-00-1 WY SUBLETTE 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: FRONTIER
DESCRIPTION: SESE 8-29N-113W
ORIGINAL WELLS
THOMPSON 3-08 LW*00612-50-00-1 WY SUBLETTE 1.0000000 .8750000 1.0000000 .8750000
OPERATOR: EOG FORMATION: TRANSITION
DESCRIPTION: SESE 8-29N-113W
ORIGINAL WELLS
<PAGE>
TRESNER ST LW*00156-20-00-1 WY SUBLETTE 1.0000000 .8750000 1.0000000 .8750000
5-36 OPERATOR: EOG FORMATION: ALMY
DESCRIPTION: SWNE 36-29N-113W
ORIGINAL WELLS
TRUE FED LW*01430-50-00-1 WY SUBLETTE .2653600 .2231580 .2653600 .2231580
10-22 OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER AND OR BEAR RIVER
DESCRIPTION: NW 22-27N-111W
ORIGINAL WELLS
FEDERAL 30-04 LW*00112-60-00-1 WY SWEETWATER .0686748 .0515061 .0343370 .0276416
OPERATOR: PRESIDIO OIL COMPANYFORMATION: FRONTIER AND OR BEAR RIVER
DESCRIPTION: NESW 4-26N-111W
ORIGINAL WELLS
NORTH RUGER 02188-50-00-1 WY SWEETWATER .8750000 .6837500 .7000000 .5700000
34-29 OPERATOR: EOG FORMATION: ALMOND
DESCRIPTION: 1120' FSL & 1920' FEL29-15N-94W SWSE
ORIGINAL WELLS
</TABLE>
<PAGE>
EXHIBIT 10.40
CREDIT AGREEMENT
Between
ENRON GAS & OIL TRINIDAD LIMITED,
as Borrower
and
CARIBBEAN REGIONAL DEVELOPMENT INVESTMENT TRUST,
as Lender
Dated as of March 8, 1994
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE 1 DEFINITIONS . . . . . . . . . . . . . . . . . . . 1
SECTION 1.1. Certain Defined Terms . . . . . . . . . . . . 1
SECTION 1.2. Computation of Time Periods . . . . . . . . . 9
ARTICLE 2 AMOUNTS AND TERMS OF THE ADVANCES . . . . . . . . 10
SECTION 2.1. The Advances . . . . . . . . . . . . . . . . . 10
SECTION 2.2. Making the Advances . . . . . . . . . . . . . 10
SECTION 2.3. Repayment of Principal . . . . . . . . . . . . 11
SECTION 2.4. Payment of Interest . . . . . . . . . . . . . 11
(a) Interest Rate . . . . . . . . . . . . . . . . . . . 11
(b) Interest Periods . . . . . . . . . . . . . . . . . 12
(c) Interest Payment Dates . . . . . . . . . . . . . . 12
SECTION 2.5. Mandatory Prepayment . . . . . . . . . . . . . 12
SECTION 2.6. Mandatory Interest Rate Conversion . . . . . . 13
SECTION 2.7. Illegality . . . . . . . . . . . . . . . . . . 14
SECTION 2.8. Payments and Computations . . . . . . . . . . 14
SECTION 2.9. Taxes . . . . . . . . . . . . . . . . . . . . 16
ARTICLE 3 CONDITIONS OF LENDING . . . . . . . . . . . . . . 17
SECTION 3.1. Condition Precedent to the Initial
Advance . . . . . . . . . . . . . . . . . . 17
SECTION 3.2. Condition Precedent to All Advances . . . . . 19
SECTION 3.3. Additional Conditions Precedent to Fund or
Maintain Advances with 936 Funds . . . . . . 21
ARTICLE 4 REPRESENTATIONS AND WARRANTIES . . . . . . . . . . 22
SECTION 4.1. Representations and Warranties of the
Borrower . . . . . . . . . . . . . . . . . . 22
ARTICLE 5 COVENANTS OF THE BORROWER . . . . . . . . . . . . 26
SECTION 5.1. Affirmative Covenants . . . . . . . . . . . . 26
(a) Reporting Requirements . . . . . . . . . . . . . . 26
(b) Inspection Rights . . . . . . . . . . . . . . . . 27
(c) 936 Funds Advances . . . . . . . . . . . . . . . . 27
SECTION 5.2. Negative Covenants . . . . . . . . . . . . . . 29
ARTICLE 6 EVENTS OF DEFAULT . . . . . . . . . . . . . . . . 31
SECTION 6.1. Events of Default . . . . . . . . . . . . . . 31
<PAGE>
-ii-
ARTICLE 7 MISCELLANEOUS . . . . . . . . . . . . . . . . . . 33
SECTION 7.1. Amendments, Etc. . . . . . . . . . . . . . . . 33
SECTION 7.2. Notices . . . . . . . . . . . . . . . . . . . 33
SECTION 7.3. No Waiver; Remedies . . . . . . . . . . . . . 35
SECTION 7.4. Accounting Terms; Currency Equivalent . . . . 35
SECTION 7.5. Costs and Expenses; Indemnification. . . . . . 35
SECTION 7.6. Judgment . . . . . . . . . . . . . . . . . . . 38
SECTION 7.7. Consent to Jurisdiction; Waiver of
Immunities . . . . . . . . . . . . . . . . . 38
SECTION 7.8. Binding Effect . . . . . . . . . . . . . . . . 40
SECTION 7.9. Governing Law . . . . . . . . . . . . . . . . 40
SECTION 7.10. Execution in Counterparts . . . . . . . . . . 40
SECTION 7.11. Limitation on Interest . . . . . . . . . . . . 41
SECTION 7.12. Sale of Note, Participations and
Commitments . . . . . . . . . . . . . . . . . 41
SECTION 7.13. Severability of Provisions . . . . . . . . . . 41
Exhibit A - Form of Promissory Note
Exhibit B - Items of Project Cost Eligible for 936 Funds Financing
Exhibit C - Form of Opinion of Counsel for the Borrower
Exhibit D - Form of Letter of the Process Agent
Exhibit E - Form of Request for Advance
Exhibit F - Form of Certification as to Qualified Recipient Status
Required by Treas. Reg. Section 1.936-10(c)(11)(i)
Exhibit G - Form of Borrower's Certificate Required under
Section 6.4.3(a)(iii) of Regulation 3582
Exhibit H - Form of Certification Required by Treas. Reg.
Section 1.936-10(c)12 and Section 5.1 of
Regulation 3703
<PAGE>
CREDIT AGREEMENT
Dated as of March 8, 1994
ENRON GAS & OIL TRINIDAD LIMITED, a company organized and
existing under the laws of Trinidad & Tobago and CARIBBEAN REGIONAL
DEVELOPMENT INVESTMENT TRUST ("CREDIT"), a trust organized and
existing under the laws of the Commonwealth of Puerto Rico, agree as
follows:
ARTICLE 1
DEFINITIONS
SECTION 1.1. CERTAIN DEFINED TERMS. As used in this Agreement,
the following terms shall have the following meanings (such meanings
to be equally applicable to both the singular and plural forms of the
terms defined):
"ADVANCE" means an advance by CREDIT to the Borrower
pursuant to Article 2.
"AGREEMENT" means this Credit Agreement with all its
Exhibits.
"APPLICABLE LIBID RATE" means, with respect to a particular
Advance and a particular Interest Period, the rate obtained by
multiplying the LIBID Rate, as determined by the Indexing Agent to be
in effect on the applicable Interest Rate Determination Date for such
Advance and such Interest Period, by the fixed percentage applicable
to such Advance determined as provided in Section 2.4.
"BASE RATE" means, for any Interest Period, a fluctuating
annual rate of interest which shall at all times be equal to the
<PAGE>
2
rate of interest announced publicly by Citibank, N.A. in New York, New
York, from time to time, as its base rate.
"BORROWER" means Enron Gas & Oil Trinidad Limited, a company
organized and existing under the laws of Trinidad & Tobago.
"BUSINESS DAY" means a day of the year in which commercial
banks are not required or authorized to close and are not otherwise
closed to the public in Port of Spain, Trinidad, San Juan, Puerto
Rico, or New York, New York.
"CHANGE IN TAX LAW" has the meaning specified in
Section 2.6.
"CODE" means the United States Internal Revenue Code of
1986, as amended, and the regulations promulgated thereunder.
"COMMITMENT" has the meaning specified in Section 2.1.
"COMMISSIONER" means the Commissioner of Financial
Institutions of the Commonwealth.
"COMMONWEALTH" means the Commonwealth of Puerto Rico.
"CREDIT" means Caribbean Regional Development Investment
Trust.
"CREDIT NOTES" means promissory notes issued by CREDIT the
proceeds of which are used to fund the Advances made hereunder.
"DOLLARS" and the sign "$" each means lawful money of the
United States.
"ELIGIBLE ACTIVITY" has the meaning given such term in
Regulation 3582.
<PAGE>
3
"ELIGIBLE FUNDS" has the meaning given such term in
Regulation 3582.
"ELIGIBLE INSTITUTION" has the meaning given such term in
Regulation 3582.
"EVENT OF DEFAULT" has the meaning specified in Section 6.1.
"EVENT OF TAXABILITY" has the meaning specified in
Section 2.5.
"FEDERAL CBI REGULATIONS" means the regulations issued by
the United States Internal Revenue Service on May 13, 1991 under
Section 936(d)(4) of the Code (26 C.F.R. Sec. 1.936-10 (1991)), as
such regulations may be amended from time to time, or any successor
regulation.
"GOVERNMENT APPROVALS" means any applicable consent, permit,
license or other approval issued by any agency, department, bureau,
division or other instrumentality of any Governmental Authority.
"GOVERNMENTAL AUTHORITY" means any municipal, county,
Commonwealth, state or federal governmental authority or other
governmental authority (domestic or foreign) having or claiming
jurisdiction over the Project, the Borrower, CREDIT or the
transactions contemplated in this Agreement.
"INDEMNIFIED PARTY" has the meaning specified in
Section 7.5(b) hereof.
"INDEBTEDNESS" means (i) indebtedness for borrowed money,
(ii) obligations evidenced by bonds, debentures, notes or other
similar instruments, (iii) obligations to pay the deferred purchase
<PAGE>
4
price of property or services (including, but not limited to, trade
debt), and (iv) obligations under direct or indirect guaranties in
respect of, and obligations (contingent or otherwise) to purchase or
otherwise acquire, or otherwise to assure a creditor against loss in
respect of, indebtedness or obligations of others of the kinds
referred to in (i) through (iii) above.
"INDEXING AGENT" means Citibank, N.A. and any other person
that, with the consent of the Trustee and the Borrower, assumes the
obligation to act as Indexing Agent hereunder.
"INTEREST PAYMENT DATE" has the meaning specified in Section
2.4(c) hereof.
"INTEREST PERIOD" has the meaning specified in
Section 2.4(b) hereof.
"INTEREST RATE DETERMINATION DATE" means with respect to
each Interest Period, the Mutual Business Day immediately preceding
the first day of such Interest Period.
"INVESTMENT IN ACTIVE BUSINESS ASSETS" has the meaning given
such term in the Federal CBI Regulations.
"LENDING OFFICE" means the office of the Trustee located at
221 Ponce de Leon Avenue, Hato Rey, San Juan, Puerto Rico or any other
office of the Trustee from which Advances are made or maintained and
for the account of which all payments of principal of, and interest
on, such Advances are made, as hereafter notified to the Borrower from
time to time by the Trustee.
"LETTER OF CREDIT" means the irrevocable, transferable,
direct-pay letter of credit, substantially in the form of Exhibit A to
the Reimbursement Agreement, issued by the Letter of Credit
<PAGE>
5
Bank in the principal amount of $31,000,000 plus 100 days' interest
thereon at the rate of 10% per annum.
"LETTER OF CREDIT BANK" means Credit Suisse, New York
Branch, a banking institution organized and existing under the laws of
Switzerland and licensed by the New York State Banking Department.
"LIBID RATE" means, as of any particular Interest Rate
Determination Date, the offered quotation for the rate of interest
(expressed out to the sixth decimal place and truncated thereafter) on
three-month deposits of Dollars in the London interbank market, as
published by Telerate Systems, Inc. (currently on page 3750 of the
financial information reporting services furnished electronically by
Telerate Systems, Inc.) at approximately 11:00 a.m. (London time) on
such date, less 1/8 of 1%. If, as of any Interest Rate Determination
Date, the LIBID Rate cannot be ascertained on the foregoing basis,
such rate shall be Citibank, N.A's offered quotation to leading banks
in the London interbank market for three-month deposits of Dollars at
11:00 a.m. (London time) on the date in question, less 1/8 of 1%. If
as of any particular Interest Rate Determination Date the LIBID Rate
cannot be determined on the basis of any of the foregoing methods, the
LIBID Rate in effect for the Interest Period about to end shall
continue in effect for the succeeding Interest Period.
"LOAN DOCUMENTS" means this Agreement with its Exhibits, the
Notes and any other documents executed pursuant to or in connection
with this Agreement.
"LOAN PARTY(IES)" means each Person who is a party to the
Loan Documents.
"MATURITY DATE" means, with respect to each Advance, such
date as shall be agreed to by CREDIT and the Borrower on or prior
<PAGE>
6
to the date such Advance is made as the date when the principal amount
of such Advance must be paid in full, such date never exceeding four
years and three months from the date such Advance is made.
"MUTUAL BUSINESS DAY" means any day that is not a Saturday,
Sunday or other day on which banking institutions in either Port of
Spain, Trinidad, New York, New York, San Juan, Puerto Rico, or London,
England are authorized or obligated by law or executive order to be
closed or are otherwise closed to the public.
"936 COVENANTS" means the covenants set forth in
Section 5.1(c) hereof.
"936 ELIGIBLE COSTS" means those costs of the type described
in Exhibit B that are or were incurred by the Borrower after March 25,
1993 in connection with the Project.
"936 FUNDS" means Eligible Funds received by CREDIT from the
sale of the CREDIT Notes.
"936 INDEMNITY LOSSES" has the meaning specified in
Section 7.5(c) hereof.
"NOTE" means a promissory note of the Borrower, which shall
be expressly subject to the laws of the Commonwealth, payable to the
order of CREDIT, in substantially the form of Exhibit A hereto,
evidencing the indebtedness of the Borrower resulting from each
Advance made by CREDIT.
"OTHER TAXES" has the meaning specified in Section 2.9(b).
<PAGE>
7
"PERSON" means an individual, partnership, corporation
(including a business trust), joint stock company, trust,
unincorporated organization, joint venture or other entity, or a
government or any subdivision or agency thereof.
"PRINCIPAL PAYMENT DATE" means the Maturity Date of each
Advance, or, if earlier, the day on which the Borrower is required to
pay in full the outstanding principal amount of any or all Advances
pursuant to Sections 2.5, 2.7 and 6.1.
"PROCESS AGENT" has the meaning specified in Section 7.7(a).
"PROJECT" means the development of gas and oil fields off
the coast of Trinidad & Tobago, including the construction of
off-shore platforms, laying of pipelines and drilling of production
wells.
"PUERTO RICO REGULATIONS" means Regulation 3582 and
Regulation 5002, collectively.
"QUALIFIED CARIBBEAN BASIN COUNTRY" has the meaning provided
in Section 936(d)(4)(B) of the Code and the Federal CBI Regulations.
"QUALIFIED CBI INVESTMENT" means an investment that meets
the requirements provided in Section 936(d)(4) of the Code and the
Federal CBI Regulations.
"QUALIFIED RECIPIENT" has the meaning given such term in the
Federal CBI Regulations.
"REGULATION 3582" means Regulation Number 3582 issued by the
Commissioner on January 29, 1988, as such regulation may be
<PAGE>
8
amended from time to time, or any successor regulation issued by said
official or by any successor governmental agency.
"REGULATION 5002" means Regulation Number 5002 approved on
November 17, 1993, effective on January 6, 1994, as such regulation
may be amended from time to time, or any successor regulation issued
by said official or by any successor governmental agency.
"REIMBURSEMENT AGREEMENT" means the Reimbursement Agreement,
dated as of March 8, 1994 between the Borrower and the Letter of
Credit Bank, providing for, among other things, the issuance of the
Letter of Credit, together with all agreements supplemental thereto or
amendatory thereof.
"REQUEST FOR ADVANCE" has the meaning specified in
Section 3.2(a)(i) hereof.
"SUBSIDIARY" means any corporation of which more than 50% of
the outstanding capital stock having ordinary voting power to elect a
majority of the Board of Directors of such corporation (irrespective
of whether or not at the time capital stock of any other class or
classes of such corporation shall or might have voting power upon the
occurrence of any contingency) is at the time directly or indirectly
owned by the Borrower, by the Borrower and one or more other
Subsidiaries, or by one or more other Subsidiaries.
"TAXABLE RATE" means, in the case of an Advance that bears
interest at a fixed rate, the rate that shall have been agreed to in
writing by the Borrower and CREDIT, on or prior to the time such
Advance is made, as the rate that shall apply to such Advance upon the
occurrence of a Change in Tax Law, and in the case of an Advance that
bears interest at a floating rate, a rate equal
<PAGE>
9
to twelve and one-half (12.5) basis points over and above the LIBID
Rate.
"TAXES" has the meaning specified in Section 2.9 hereof.
"TERMINATION DATE" means the day numerically corresponding
to the date of this Agreement in the twelfth month following the date
of this Agreement.
"TRUSTEE" means Banco Central Hispano-Puerto Rico (formerly
Banco Central Corp.), the Trustee under that certain Deed of
Constitution of Trust dated August 4, 1992, establishing CREDIT.
"UNAVOIDABLE DELAYS" means delays due to strikes, lockouts,
acts of God, governmental restrictions, failure or inability to secure
materials or labor by reason of priority or similar regulation or
order of any governmental or regulatory body, enemy action, civil
disturbance, fire, unavoidable hindrance or any other act beyond the
reasonable control of Borrower, excluding, however the inability or
failure of Borrower to obtain any financing which may be necessary to
carry out its obligations under this Agreement; PROVIDED, HOWEVER,
that, within ten days after the termination of the occurrence which
caused any such delay, Borrower shall have given written notice to the
Bank of the cause of delay and the period of time during which it
existed, and the period of the Unavoidable Delay shall be such period
of time during which the particular delay existed.
"UNITED STATES" and "U.S." each means United States of
America.
SECTION 1.2. COMPUTATION OF TIME PERIODS. In this Agreement, in
the computation of periods of time from a specified date to a later
specified date, the word "from" means "from and including" and the
words "to" and "until" each means "to but excluding".
<PAGE>
10
ARTICLE 2
AMOUNTS AND TERMS OF THE ADVANCES
SECTION 2.1. THE ADVANCES. CREDIT agrees, on the terms and
conditions hereinafter set forth, to make Advances to the Borrower
from time to time on any Business Day during the period from the date
hereof until the Termination Date or the date of termination in whole
of CREDIT's obligation to make or maintain Advances pursuant to
Section 2.5, 2.7, or Section 6.1 in an aggregate amount not to exceed
at any time outstanding U.S.$75,000,000 (the "Commitment"). Each
Advance shall reduce the amount of the Commitment by the principal
amount of such Advance. Each Advance shall be in an aggregate amount
of not less than $5,000,000 or an integral multiple of $1,000,000 in
excess thereof (except that the last Advance may be in an amount equal
to the then unused portion of the Commitment) and shall not be made
within ten (10) calendar days of the date of any other Advance.
SECTION 2.2. MAKING THE ADVANCES. (a) Each Advance shall be
made after receipt by CREDIT of notice from the Borrower, given not
later than 11:00 a.m. (San Juan, Puerto Rico time) on the fifth (5th)
Business Day (one (1) Business Day in the case of the initial Advance)
prior to the date of the proposed Advance. Such notice shall specify
the requested date and amount of the proposed Advance. A Request for
Advance shall be delivered only after the condition set forth in
Section 3.2(c) shall have been satisfied with respect to such Advance.
Not later than 11:00 a.m. (San Juan, Puerto Rico time) on the date of
such Advance and upon fulfillment of the applicable conditions set
forth in Article 3, CREDIT will make such Advance available to the
Borrower in same day funds at its Lending Office.
(b) In the event that the Borrower revokes any notice to
CREDIT requesting an Advance or if the Borrower fails to fulfill on or
before the date specified in such notice for such Advance the
<PAGE>
11
applicable conditions set forth in Article 3, the Borrower shall
indemnify CREDIT against any loss, cost or expense incurred by CREDIT
as a result thereof, including, without limitation, any loss
(excluding loss of anticipated profits), cost or expense incurred by
reason of the liquidation or reemployment of funds acquired by CREDIT
to fund such Advance when such Advance, as a result of such failure,
is not made on such date.
SECTION 2.3. REPAYMENT OF PRINCIPAL. The Borrower shall repay
the aggregate principal amount of each Advance on its Maturity Date.
Except as otherwise provided hereunder, the Borrower may not prepay
any of the principal amount of the Advances made hereunder.
SECTION 2.4. PAYMENT OF INTEREST. (a) INTEREST RATE. (i) The
Borrower shall pay interest on the unpaid principal amount of each
Advance from the date of such Advance until the date such Advance is
paid in full at an interest rate per annum which shall be either (A)
such fixed rate per annum as shall have been agreed to by the Borrower
and CREDIT prior to the date such Advance is made or (B) a floating
rate which at all times during each Interest Period shall be equal to
the Applicable LIBID Rate as determined by the Indexing Agent on each
applicable Interest Rate Determination Date.
(ii) Notwithstanding anything else contained herein,
the rate applicable to any Advance outstanding after the Maturity Date
or after such Advance is declared due and payable pursuant to Section
6.1 hereof shall be the Base Rate plus 5/8 of 1%.
(iii) The fixed percentage of the LIBID Rate used to
determine the Applicable LIBID Rate for each Advance shall be the
percentage agreed to in writing by the Borrower and CREDIT prior to
the date such Advance is made.
<PAGE>
12
(b) INTEREST PERIODS. The period between the date of each
Advance and the Maturity Date shall be divided into successive
periods, each such period being an "Interest Period" for such Advance.
The Interest Period for each Advance shall be the three
calendar month period beginning on January 1, April 1, July 1 and
October 1, except that: (i) the initial Interest Period for each
Advance shall begin on the day such Advance is made and shall end on
the day preceding the immediately succeeding Interest Payment Date;
and (ii) the last Interest Period for each Advance shall end on its
Principal Payment Date.
(c) INTEREST PAYMENT DATES. Interest due on each Advance
shall be payable (i) quarterly in arrears on the first day of each of
the months of January, April, July and October (each an "Interest
Payment Date"), commencing on the first of such dates to occur after
the date on which the Advance is made, and (ii) on the date on which
the Advance is paid in full, each payment being made for the actual
number of days elapsed since the last Interest Payment Date for which
interest was paid or, in the case of the first Interest Payment Date,
since the date the Advance was made.
SECTION 2.5. MANDATORY PREPAYMENT. The Borrower shall be
obligated and agrees to prepay any Advance immediately upon the
occurrence of an Event of Taxability. An "Event of Taxability" shall
be deemed to have occurred (i) on the date an official announcement of
a Governmental Authority is made that Trinidad & Tobago has ceased to
be a Qualified Caribbean Basin Country or on the date that CREDIT has
ceased to be a Qualified Financial Institution, or (ii) 60 days after
(1) the Trustee in its sole discretion, or any Governmental Authority,
determines that such Advance does not constitute an Eligible Activity
or a Qualified CBI Investment for any reason other than those provided
in clause (i) (including, without limitation, as a result of any
change in
<PAGE>
13
any applicable law or regulation, or in the interpretation thereof),
(2) the Borrower does not permit the Trustee to discharge or fulfill
its duties and obligations under the Puerto Rico Regulations or the
Federal CBI Regulations or the Borrower fails to comply with the
936 Covenants, (3) it has come to the attention of the Trustee that
any of the representations, covenants or conditions set forth in
Sections 4.1(j), (n), (o) and (p) and 5.1(c) of this Agreement have
been breached or cannot be complied with; or (4) the Trustee has
received the opinion of the independent public accountants of the
Borrower provided in Section 5.1(c)(v) hereof, stating that during the
preceding taxable year the Borrower has failed to comply with the
representation provided in Section 4.1(p) or that they have reasons to
doubt that the loan proceeds have been properly used to pay Eligible
Projects Costs; PROVIDED, HOWEVER, that notwithstanding the occurrence
of any event described in clauses (ii) (1), (2), (3) or (4), an Event
of Taxability shall not be deemed to have occurred if within the sixty
(60) day period therein provided, the Borrower submits to the Trustee,
an opinion of counsel reasonably acceptable to the Trustee to the
effect that notwithstanding the occurrence of any such event the
interest payable by CREDIT on the Credit Notes nevertheless
(i) continues to constitute qualified possession source investment
income under Section 936 of the Code, or (ii) is otherwise (x)
excludable from gross income for federal income tax purposes by any
corporation that qualifies for and has in effect an election under
Section 936 of the Code, or (y) eligible for the credit against
federal income taxes provided by Section 936 of the Code, or an
equivalent credit.
SECTION 2.6. MANDATORY INTEREST RATE CONVERSION. Upon the
occurrence of a "Change in Tax Law," the interest rate on each Advance
hereunder will be automatically adjusted to the Taxable Rate, such
adjustment being effective on the earliest day when the Change in Tax
Law may become effective. A "Change in Tax Law" shall mean, and shall
be deemed to have occurred upon, the enactment of an amendment to the
Code that, in the opinion of
<PAGE>
14
recognized tax counsel knowledgeable in federal tax matters selected
by the Trustee and reasonably acceptable to the Borrower, (i) either
(A) repeals Section 936 of the Code ("Section 936"), (B) has the
effect of making the interest on the related CREDIT Notes received by
a corporation that qualifies for and has in effect an election under
Section 936 (a "936 Corporation") fully or partially subject to
federal income tax, or (C) has the effect directly or indirectly of
limiting the amount of investment income actually derived by a 936
Corporation that can be covered by the credit provided under Section
936 as in effect on the date the related CREDIT Notes are delivered
(the "936 Credit") through the imposition of a limitation (including,
without limitation, a wage based credit) on the total credit that can
be claimed under Section 936 or some other limitation; and (ii) does
not provide to 936 Corporations an alternative credit, exemption or
deduction that is (A) fully equivalent from the standpoint of federal
income tax benefits to the 936 Credit, and (B) available to all 936
Corporations without having to qualify for or make a special election.
SECTION 2.7. ILLEGALITY. Notwithstanding any other provision of
this Agreement, if there shall be an introduction of or any change in
or in the interpretation of any law or regulation that makes it
unlawful, or if any central bank or other Governmental Authority
asserts that it is unlawful, for the Trustee to perform its
obligations hereunder to make, fund or maintain Advances or, if the
rate applicable to any Advance hereunder shall at any time exceed the
maximum rate permitted by applicable law, then, upon notification
thereof to the Borrower specifying the reasons therefor the Borrower
shall forthwith prepay in full all Advances then outstanding together
with interest accrued thereon.
SECTION 2.8. PAYMENTS AND COMPUTATIONS. (a) On or no more than
one Business Day prior to each Interest Payment Date and Principal
Payment Date, the Trustee shall make a drawing under the Letter of
Credit in an amount equal to the principal and/or
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15
interest due on such date so that by 11:00 a.m. (San Juan, Puerto Rico
time) the Trustee shall have sufficient immediately available funds
with which to pay the interest on and principal of the CREDIT Notes
due on such day. Should the Letter of Credit Bank fail to make the
required payment, the Borrower shall be required to make such payment
not later than 11:00 a.m. (San Juan, Puerto Rico time) on the
following Business Day in Dollars. Such payment shall be made to the
Trustee at its address referred to in Section 7.2 in same day funds.
(b) All computations of interest shall be made by the
Trustee on the basis of a year of 360 days for the actual number of
days (including the first day but excluding the last day) occurring in
the period for which such interest is payable (except that whenever
interest shall be determined on the basis of the Base Rate such
interest shall be computed on the basis of a 365/366 day year). Each
determination by the Trustee of an interest rate hereunder shall be
conclusive and binding for all purposes, absent manifest error.
(c) Whenever any payment hereunder or under the Note shall
be stated to be due on a day other than a Business Day, such payment
shall be made on the next succeeding Business Day, and such extension
of time shall in such case be excluded in the computation of payment
of interest.
(d) To the fullest extent permitted by law, the Borrower
shall make all outstanding payments due hereunder and under each Note
regardless of any defense or counterclaim, including, without
limitation, any defense or counterclaim based on any law, rule or
policy which is now or hereafter promulgated by any Governmental
Authority or regulatory body and which may adversely affect the
Borrower's obligation to make, or the right of CREDIT to receive, such
payments. This provision and any payment made while such defense or
counterclaim exists shall not be interpreted as a waiver
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16
or a release by the Borrower of any counterclaim which it may assert
against CREDIT.
SECTION 2.9. TAXES. (a) Any and all payments by the Borrower
hereunder and under each Note shall be made, in accordance with
Section 2.8, free and clear of and without deduction for any and all
present or future taxes, levies, imposts, deductions, charges or
withholdings imposed by a Governmental Authority of Trinidad & Tobago,
and all liabilities with respect thereto (all such taxes, levies,
imposts, deductions, charges, withholdings and liabilities being
hereinafter referred to as "Taxes"). If the Borrower shall be
required by law to deduct any Taxes from or in respect of any sum
payable hereunder or under any Note, (i) the sum payable shall be
increased as may be necessary so that after making all required
deductions (including deductions applicable to additional sums payable
under this Section 2.9) CREDIT receives an amount equal to the sum it
would have received had no such deductions been made, (ii) the
Borrower shall make such deductions and (iii) the Borrower shall pay
the full amount deducted to the relevant taxation authority or other
authority in accordance with applicable law. In the event that CREDIT
receives any credit or refund of any Taxes included in any payment
made by the Borrower pursuant to the immediately preceding sentence,
CREDIT shall thereupon reimburse the Borrower for the amount of such
credit or refund actually received.
(b) In addition, the Borrower agrees to pay any present or
future stamp or documentary taxes or any other excise or property
taxes, registry fees, charges or similar levies imposed by a
Governmental Authority of Trinidad & Tobago which arise at any time
from any payment made hereunder or under any Note or any other Loan
Document or from the execution, delivery or registration of, or
otherwise with respect to, this Agreement, a Note or any other Loan
Document (hereinafter referred to as "Other Taxes").
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17
(c) The Borrower, to the fullest extent permitted by law,
will indemnify CREDIT for the full amount of Taxes or Other Taxes
(including, without limitation, any Taxes or Other Taxes imposed on
amounts payable under this Section 2.9) paid by CREDIT or any
liability (including penalties, interest and expenses) arising
therefrom or with respect thereto, whether or not such Taxes or Other
Taxes were correctly or legally asserted. This indemnification shall
be made within thirty (30) days from the date CREDIT makes written
demand therefor.
(d) Within thirty (30) days after the date of any payment
of Taxes, the Borrower will furnish to CREDIT at its address referred
to in Section 7.2, the original or a certified copy of a receipt
evidencing payment thereof.
(e) Without prejudice to the survival of any other
agreement of the Borrower hereunder, the agreements and obligations of
the Borrower contained in this Section 2.9 shall survive the payment
in full of principal and interest hereunder and under any Note for a
period of five years thereafter.
ARTICLE 3
CONDITIONS OF LENDING
SECTION 3.1. CONDITION PRECEDENT TO THE INITIAL ADVANCE. The
obligation of CREDIT to make the initial Advance is subject to the
condition precedent that CREDIT shall have received, on or before the
date of the initial Advance, the following, each dated such day, and
each in form and substance satisfactory to CREDIT:
(i) the Note;
(ii) the Letter of Credit;
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18
(iii) certified copies of the resolutions of the board of
directors and, if required, the consents of the stockholders, of the
Borrower approving each Loan Document to which it is a party, and of
all documents evidencing other necessary corporate action and
Governmental Approvals, if any, with respect to each such Loan
Document;
(iv) a certificate of the Secretary or an Assistant
Secretary of the Borrower certifying the names and true signatures of
the officers of the Borrower authorized to sign each Loan Document to
which it is a party;
(v) a copy of the Memorandum and Articles of Association
of the Borrower, certified as being true and complete by the Secretary
or an Assistant Secretary of the Borrower;
(vi) the final budget of 936 Eligible Costs, a copy of
which is attached hereto as Exhibit B, as approved by CREDIT;
(vii) evidence satisfactory to CREDIT that the Governmental
Authorities of Trinidad & Tobago have agreed to give satisfactory tax
treatment to the Project and the financing thereof;
(viii) evidence satisfactory to CREDIT that payment of all
applicable taxes, impositions, assessments and other charges affecting
the Project has been made;
(ix) true copies of all necessary Governmental Approvals
and other approvals (including exchange control approvals, if any)
required with respect to the Project, the operations of the Borrower
in Trinidad & Tobago and the transactions contemplated in this
Agreement;
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19
(x) a favorable opinion of Pietrantoni Mendez & Alvarez,
counsel for CREDIT, as to such matters as CREDIT may reasonably
request;
(xi) a favorable opinion of M. Hamel Smith & Co., counsel
for the Borrower, substantially in the form of Exhibit C hereto and as
to such other matters as CREDIT may reasonably request; and
(xii) a letter from the Process Agent, substantially in the
form of Exhibit D hereto, agreeing to act as Process Agent and to
forward forthwith all process received by it to the Borrower.
SECTION 3.2. CONDITION PRECEDENT TO ALL ADVANCES. The
obligation of CREDIT to make each Advance (including the initial
Advance) shall be subject to the further conditions precedent that:
(a) At least five (5) Business Days (one (1) Business Day
in the case of the initial Advance) prior to the date of each Advance
CREDIT shall have received:
(i) a request for Advance executed by the Borrower
substantially in the form of Exhibit E hereto (the "Request for
Advance"), setting forth the nature of all 936 Eligible Costs for
which such Advance is requested and the names of the obligees in
respect of such 936 Eligible Costs and the respective amounts paid or
owing and to be paid to each; and such further evidence (including
receipted invoices and affidavits) as CREDIT may reasonably request
showing that such 936 Eligible Costs have been or will be incurred
and, in either case, will be paid within sixty (60) days (30 days in
the case of funds that will be used to repay an interim borrowing)
after the date of the Advance; and
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20
(ii) a Note in the principal amount of the Advance
requested together with such other instruments, documents and
certificates as CREDIT may reasonably request;
(b) On or before the date of the Advance (other than an
Advance made on the date of executing this Agreement) (but not earlier
than five (5) calendar days prior to the date of each Advance) a
certificate signed by a duly authorized officer of the Borrower, dated
the date of such Advance, stating that:
(i) the representations and warranties contained in
Section 4.1 of this Agreement and in the other Loan Documents to which
it is a party, are correct on and as of the date of such Advance,
before and after giving effect to such Advance and to the application
of the proceeds therefrom, as though made on and as of such date;
(ii) no event has occurred and is continuing, or would
result from such Advance or from the application of the proceeds
therefrom, which constitutes an Event of Default or would constitute
an Event of Default but for the requirement that notice be given or
time elapse or both; and
(iii) no material adverse change has occurred concerning
the Borrower or the Project or affecting the validity and
enforceability of any Loan Document; and,
(c) CREDIT Notes in an aggregate principal amount equal to
the principal amount of such Advance shall have been sold by Citicorp
Financial Services Corporation and the Borrower and CREDIT shall have
agreed as to the fixed interest rate applicable to such Advance or, in
the case of a floating rate, the fixed percentage used to determine
the Applicable LIBID Rate for such Advance.
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21
SECTION 3.3. ADDITIONAL CONDITIONS PRECEDENT TO FUND OR MAINTAIN
ADVANCES WITH 936 FUNDS. The obligation of CREDIT to fund or maintain
any Advance with 936 Funds shall be subject to the further conditions
precedent that:
(a) CREDIT shall have received a favorable opinion of
Pietrantoni Mendez & Alvarez, Puerto Rico counsel for CREDIT, to the
effect that the Advances to be made hereunder with 936 Funds in order
to finance the 936 Eligible Costs would qualify as an Eligible
Activity and Qualified CBI Investment, which opinion continues to be
in full force and effect;
(b) CREDIT shall have received the final approval from the
Commissioner for the making of Advances to the Borrower and the
funding of said Advances with 936 Funds, which approval remains in
full force and effect;
(c) Trinidad & Tobago remains a Qualified Caribbean Basin
Country;
(d) CREDIT remains an Eligible Institution;
(e) the Borrower is engaged in the development of the
Project and continues to be a Qualified Recipient;
(f) the Advance qualifies as an Investment in Active
Business Assets;
(g) the Borrower has not violated any of the 936 Covenants;
(h) the Borrower shall have submitted to CREDIT such
information or documentation as CREDIT may reasonably require to
satisfy its obligations under the Puerto Rico Regulations and the
Federal CBI Regulations;
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22
(i) there has not occurred, or in the reasonable opinion of
CREDIT there is not likely to occur, any event or circumstance
(including a change of law, regulation or in the interpretation
thereof) as a result of which an Advance would not constitute an
Eligible Activity or a Qualified CBI Investment, or that would give
rise to an obligation by the Borrower to indemnify CREDIT under
Section 7.5;
(j) the Advance requested by the Borrower (as evidenced by
the Request for Advance submitted by the Borrower pursuant to Section
3.2(a)(i)) relates exclusively to 936 Eligible Costs; and
(k) CREDIT shall have received representation letters and
certificates with respect to the use of Advances funded with 936
Funds, substantially in the form of Exhibits F, G and H hereto.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES
SECTION 4.1. REPRESENTATIONS AND WARRANTIES OF THE BORROWER.
The Borrower represents and warrants as follows:
(a) The Borrower is a limited liability company duly
organized, validly existing and in good standing under the laws of
Trinidad & Tobago and is, or will be, actively engaged in the
development of the Project.
(b) The execution, delivery and performance by the Borrower
of this Agreement, each Note and the other Loan Documents to which it
is or will be a party are within the Borrower's powers, have been duly
authorized by all necessary corporate action, and do not contravene
(i) the Borrower's Memorandum and Articles of Association or (ii) any
treaty, law, rule, regulation, order, decree, writ, judgment, award,
injunction or similar legal restriction applicable to the Borrower and
its properties or
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23
(iii) any contractual restriction contained in any indenture, loan or
credit agreement, guaranty, debenture, mortgage, deed of trust, bond,
note, or other agreement or instrument which binds or affects or
purports to bind or affect the Borrower and its properties.
(c) No authorization or approval (including exchange
control approval) or other action by, and no notice to or filing with,
any Governmental Authority or regulatory body or any other Person is
required for the due execution, delivery and performance by the
Borrower of this Agreement, each Note or any other Loan Document to
which it is or will be a party.
(d) This Agreement is, and each Note and the other Loan
Documents to which the Borrower is a party are, the legal, valid and
binding obligations of the Borrower enforceable against the Borrower
in accordance with their respective terms, except as the
enforceability thereof may be limited by the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium, or similar laws
affecting creditors' rights generally.
(e) The obligations of the Borrower under this Agreement
and each Note rank and will rank at least PARI PASSU in priority of
payment and in all other respects with all other Indebtedness of the
Borrower.
(f) There is no pending or threatened action or proceeding
involving the Borrower before any court, Governmental Authority or
arbitrator that may materially adversely affect the Project or the
financial condition or operations of the Borrower or that purports to
affect the legality, validity or enforceability of this Agreement,
each Note or any other Loan Document.
(g) The Borrower is subject to civil and commercial law
with respect to its obligations under this Agreement, each Note and
the other Loan Documents to which it is or will be a party, and the
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24
execution, delivery and performance by the Borrower of this Agreement,
each Note and the other Loan Documents to which it is or will be a
party constitute private and commercial acts rather than public or
governmental acts. Neither the Borrower nor any of its property has
any immunity from jurisdiction of any court or from set-off or any
legal process (whether through service or notice, attachment prior to
judgment, attachment in aid of execution, execution or otherwise)
under the laws of Trinidad & Tobago.
(h) Except for the withholding tax of .001% on interest
payments, there is no tax, stamp duty, levy, impost, deduction, charge
or withholding tax imposed by Trinidad & Tobago or any political
subdivision, taxing authority, or Governmental Authority thereof on or
by virtue of the execution or delivery or performance of or payment of
any amount under (i) this Agreement or any Note, or (ii) any other
document to be furnished hereunder.
(i) This Agreement is in proper legal form under the laws
of Trinidad & Tobago for the enforcement thereof against the Borrower
under the laws of Trinidad & Tobago; and to ensure the legality,
validity, enforceability or admissibility in evidence of this
Agreement, each Note or any other Loan Document in Trinidad & Tobago,
it is not necessary that this Agreement, each Note, any other Loan
Document, or any other document be filed or recorded with any court or
other authority in Trinidad & Tobago or that any stamp or similar tax
be paid on or in respect of this Agreement, each Note or any other
Loan Document.
(j) The proceeds of each Advance shall be used by the
Borrower solely for the purpose of paying 936 Eligible Costs.
(k) All material consents, approvals and permits of all
Governmental Authorities having jurisdiction, or of any other Person,
that are required for the design, development, construction
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25
and operation of the Project, have been obtained and are in full force
and effect.
(l) The interest required to be paid under each Note, and
the fees and the costs and expenses required to be paid hereunder are
not usurious or otherwise illegal under the laws of Trinidad & Tobago.
(m) No information, exhibit, schedule or report furnished
by the Borrower to CREDIT in connection with the negotiation of this
Agreement or pursuant to the terms of this Agreement contains any
material misstatement of fact or omits to state a material fact or any
fact necessary to make the statements contained therein not
misleading.
(n) The equipment included in the list of 936 Eligible
Costs is new equipment or used equipment that has not been used in
Trinidad & Tobago during the past 3 years.
(o) All items included in Eligible Projects Costs (i)
qualify as capital expenditures for purposes of paragraph (c)(8) of
the Federal CBI Regulations, as now in effect, (ii) constitute an
Investment in Active Business Assets and (iii) represent assets that
are now owned or, at the time such costs are incurred, will be owned
by the Borrower for Federal income tax purposes.
(p) All of the interest that Borrower will pay under this
Agreement will be considered foreign source interest income under the
general sourcing rules of the Code.
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26
ARTICLE 5
COVENANTS OF THE BORROWER
SECTION 5.1. AFFIRMATIVE COVENANTS. So long as any Advance
shall remain unpaid or CREDIT shall have any Commitment, the Borrower
will, unless CREDIT shall otherwise consent in writing:
(a) REPORTING REQUIREMENTS. Furnish to the Trustee:
(i) as soon as available and in any event within ninety
(90) days after the end of each fiscal year of the Borrower a copy of
the audited financial statements for such year for the Borrower,
including therein a balance sheet of the Borrower as of the end of
such fiscal year, together with a certificate of a director of the
Borrower knowledgeable about the Borrower's financial affairs stating
that no Event of Default or event which, with notice or lapse of time
or both, would constitute an Event of Default, has occurred and is
continuing, or if, in the opinion of such director an Event of Default
or such an event has occurred and is continuing, a statement as to the
nature thereof;
(ii) promptly after the commencement thereof, notice of
all actions, suits and proceedings before any court or governmental
department, commission, board, bureau, agency or instrumentality,
domestic or foreign, that may have a material adverse effect on the
Borrower or the Project;
(iii) as soon as possible and in any event within ten
(10) days after the occurrence of each Event of Default and each event
which, with the giving of notice or lapse of time, or both, would
constitute an Event of Default, continuing on the date of such
statement, a statement of a director of the Borrower setting forth
details of such Event of Default or event and the action which the
Borrower has taken and proposes to take with respect thereto; and
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27
(iv) such other information respecting the business,
properties, operations or condition, financial or otherwise, of the
Borrower and the Project as CREDIT may from time to time reasonably
request.
(b) INSPECTION RIGHTS. At any reasonable time and from
time to time, permit the Trustee or any agents or representatives
thereof, to examine records and books of account of, and visit the
properties of the Borrower and to discuss the affairs, finances and
accounts of the Borrower with any of its officers and directors and
with its independent certified public accountants for the purpose of
verifying compliance with the representations and covenants made by
Borrower hereunder.
(c) 936 FUNDS ADVANCES. With respect to any Advance funded
at any time with 936 Funds:
(i) do all things necessary to be a Qualified
Recipient, comply with all requirements and obligations of a Qualified
Recipient set forth in Section 936(d)(4) of the Code, the Federal CBI
Regulations and the Puerto Rico Regulations, and submit to the
Trustee, on each anniversary of the date hereof, a certificate in the
form of Exhibit F to the effect that it remains a Qualified Recipient;
(ii) promptly after disbursement thereof (and in any
event not later than sixty (60) calendar days (30 calendar days in the
case of Advances used to replace temporary financings) from the date
of disbursement), apply the proceeds of such Advance exclusively to
the payment of the 936 Eligible Costs of the Project or to replace
temporary financing of such 936 Eligible Costs as permitted under the
Federal CBI Regulations, and comply with the temporary investment
requirements set forth in the Federal CBI Regulations with respect to
the proceeds of such Advances;
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28
(iii) notify the Assistant Commissioner (International)
of the United States Internal Revenue Service, the Commissioner and
the Trustee if it no longer is a Qualified Recipient or if any Advance
funded with 936 Funds has ceased to qualify as an Investment in Active
Business Assets, promptly upon the occurrence of such disqualifying
event;
(iv) permit examination by the Office of the Assistant
Commissioner (International) of the United States Internal Revenue
Service (or by the office of any District Director authorized by the
Assistant Commissioner (International)), the Commissioner (or his
delegate) and the Trustee of all necessary books and records that are
sufficient to verify that the proceeds of such Advance were used to
pay 936 Eligible Costs, as required by the terms of this Agreement;
(v) submit to the Trustee annually, together with the
audited financial statements required pursuant to Section 5.1(a)(i)
hereof, an opinion of the independent public accountants that prepared
the audited financial statements (A) disclosing the amount of each
such Advance, the then current outstanding balance of each such
Advance, and a description of the assets financed with the proceeds of
each such Advance and the "qualified business activity" (as defined in
the Federal CBI Regulations) in which such assets are used,
(B) stating that on the basis of the examination of the books and
records of the Borrower there are no reasons to doubt that the
proceeds of any such Advance have been properly used to pay the
936 Eligible Costs of the Project and continue to be so properly used
in accordance with the Puerto Rico Regulations and the Federal CBI
Regulations and (C) stating that the interest paid by the Borrower on
all Advances constitute foreign source interest income under the
general sourcing rules of the Code;
(vi) submit to the Trustee promptly upon demand such
information as the Trustee shall reasonably request from time to
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29
time in order to verify that the proceeds of any such Advance have
been, are being or will be properly applied in accordance with the
Puerto Rico Regulations and the Federal CBI Regulations and such other
information, statements, reports, certificates and documents as may be
reasonably requested by the Trustee to comply with the Puerto Rico
Regulations and the Federal CBI Regulations; and
(vii) submit to the Commissioner on each anniversary of
the date hereof a certificate in the form of Exhibit G.
SECTION 5.2. NEGATIVE COVENANTS. So long as the Notes shall
remain unpaid or CREDIT shall have any Commitment, the Borrower shall
not, without the prior written consent of CREDIT:
(i) dissolve, (ii) consolidate with or merge into another
entity, (iii) sell, dispose, or transfer all or substantially all of
the Project or (iv) assign, in whole or in part, this Agreement;
provided, however, that, without the consent of CREDIT, the Borrower
may consolidate with or merge into another entity, or sell or transfer
to another entity all, or substantially all of its assets, or assign
in whole or in part this Agreement if (A) the successor or transferee
entity: (i) is a Qualified Recipient (and prior to the proposed
consolidation, merger, sale or transfer, the Trustee is provided proof
reasonably satisfactory to it by the Borrower (which may include an
opinion reasonably satisfactory to the Trustee) to that effect); (ii)
irrevocably and unconditionally assumes in writing all the obligations
of the Borrower herein; and (iii) prior to the proposed consolidation,
merger, sale or transfer, the Trustee receives an opinion of tax
counsel reasonably satisfactory to it to the effect that immediately
following such sale, transfer, assignment, consolidation or merger,
the interest on the CREDIT Notes will continue to constitute qualified
possession source investment income under Section 936 of the Code and
such sale, assignment, transfer, merger or consolidation will not
result in an Event of Taxability, and (B) the Borrower has
<PAGE>
30
obtained any required consent for such transaction from the Letter of
Credit Bank; provided further, however, no sale or other transfer of
the Project or assignment of this Agreement without the prior consent
of CREDIT shall relieve the Borrower of the obligation to make the
payments required hereunder.
The Borrower covenants that so long as any CREDIT Notes are
outstanding, it will not sell any asset financed with the proceeds of
the CREDIT Notes unless (i) the Borrower sells or transfers such asset
in the ordinary course of business and (ii) the aggregate original
cost of the remaining assets of the Project that qualify as an
investment in Active business Assets is greater than or equal to the
sum of (A) the aggregate principal amount of the CREDIT Notes
outstanding at the time of such sale or transfer and (B) the aggregate
principal amount of any other loan funded with "qualified funds" (as
such term is used in the Federal CBI Regulations).
Any assignment of this Agreement by the Borrower, in whole
or in part, is subject to the following additional conditions:
(A) the assignee shall, in a certificate delivered to
the Trustee, which certificate shall be in a form reasonably
satisfactory to the Trustee, (i) expressly assume, and agree to pay
and to perform, all of the obligations of the Borrower under this
Agreement that shall have been assigned to it and (ii) certify that it
qualifies as a Qualified Recipient and that it will continue to comply
with the 936 Covenants; and
(B) the assignee shall deliver to the Trustee a
certificate executed by its chief financial officer, treasurer or a
knowledgeable director stating that none of the obligations, covenants
and performances under this Agreement assumed by it nor the
performance thereof conflicts with, or constitutes on the part
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31
of such assignee a breach of, or default under, any indenture,
mortgage, agreement or other instrument to which such assignee is a
party or by which it is bound, or any existing law, rule, regulation,
judgment, order or decree to which such assignee is subject.
ARTICLE 6
EVENTS OF DEFAULT
SECTION 6.1. EVENTS OF DEFAULT. If any of the following events
(each an "Event of Default") shall occur and be continuing:
(a) The Borrower shall fail to pay interest within five
days after the same becomes due and payable or principal on a Note
when the same becomes due and payable; or
(b) Any representation or warranty made by the Borrower (or
any of its officers) under or in connection with any Loan Document
shall prove to have been incorrect in any material respect when made;
or
(c) The Borrower shall fail to perform or observe any other
term, covenant or agreement contained in this Agreement on its part to
be performed or observed if such failure shall remain unremedied for
thirty (30) days after written notice thereof shall have been given to
the Borrower by the Trustee; or
(d) The Borrower or the Letter of Credit Bank shall
generally not pay its debts as such debts become due, or shall admit
in writing its inability to pay its debts generally, or shall make a
general assignment for the benefit of creditors; or any proceeding
shall be instituted by or against the Borrower or the Letter of Credit
Bank seeking to adjudicate it a bankrupt or insolvent, or seeking
liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief, or composition of it
<PAGE>
32
or its debt under any law relating to bankruptcy, insolvency,
receivership or reorganization or relief of debtors, or seeking the
entry of an order for relief or the appointment of a receiver,
trustee, or other similar official for it or for any substantial part
of its property; or the Borrower shall take action to authorize any of
the actions set forth above in this subsection (d); or Trinidad &
Tobago shall declare a moratorium on the payment of the debts of the
Borrower; or
(e) Any Governmental Authority or any Person acting under
Governmental Authority shall have taken any action to condemn, seize
or appropriate, or to assume custody or control of, all or any
substantial part of the property of the Borrower (including, without
limitation, the Project, or any portion thereof) or shall have taken
any action to permanently displace the management of the Borrower or
to permanently curtail its authority in the conduct of the business of
the Borrower; or
(f) The validity of any Loan Document shall be contested by
the Borrower or by any legislative, executive or judicial body of
Trinidad & Tobago, or the validity of the Letter of Credit shall be
contested by the Letter of Credit Bank, or the Borrower shall deny
liability under any Loan Document to which it is a party (whether by a
general suspension of payments or a moratorium on the payment of
Indebtedness or otherwise), or any treaty, law, regulation,
communique, decree, ordinance or policy of Trinidad & Tobago shall
purport to render any material provision of any Loan Document invalid
or unenforceable or shall purport to prevent or materially delay the
performance or observance by the Borrower of any of its material
obligations under any Loan Document; or
(g) The Trustee shall have received a notice of termination
of the Letter of Credit or a notice that the Letter of Credit Bank
will not reinstate the interest portion of the Letter
<PAGE>
33
of Credit, or the Letter of Credit Bank wrongfully fails to honor a
draft properly drawn under the Letter of Credit;
then, and in any such event, the Trustee (i) may, by notice to the
Borrower, declare its obligation to make Advances to be terminated,
whereupon the same shall forthwith terminate, and (ii) may, by notice
to the Borrower, declare the Advances, all interest thereon and all
other amounts payable under this Agreement and any other Loan Document
to be forthwith due and payable, whereupon the Advances, all such
interest accruing up to the date of payment and all such other amounts
shall become and be forthwith due and payable, without presentment,
demand, protest or further notice of any kind, all of which are hereby
expressly waived by the Borrower; PROVIDED, HOWEVER, that upon the
occurrence of any of the events described in subsections (d), (e), (f)
and (g) above (A) the obligation to make Advances shall automatically
be terminated and (B) all Advances, all Notes, all such interest and
all such amounts shall automatically become and be due and payable,
without presentment, demand, protest or any notice of any kind, all of
which are hereby expressly waived by the Borrower and the Trustee
shall immediately make a drawing under the Letter of Credit for the
full amount of principal and interest due hereunder.
ARTICLE 7
MISCELLANEOUS
SECTION 7.1. AMENDMENTS, ETC. No amendment or waiver of any
provision of this Agreement, any Note or any of the Loan Documents nor
consent to any departure by the Borrower therefrom, shall in any event
be effective unless the same shall be in writing and signed by the
Trustee, and then such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given.
<PAGE>
34
SECTION 7.2. NOTICES. (a) All notices, requests, consents and
other communications required or permitted under this Agreement and
the other Loan Documents shall be in writing and shall be (as elected
by the person giving the notice) hand delivered by messenger or
courier service, sent by telecopier, or mailed (airmail if
international) by registered or certified mail (postage prepaid),
return receipt requested, addressed to:
If to the Borrower:
Enron Gas & Oil Trinidad Limited
Second Floor, The Mutual Centre
16 Queen's Park West
Port of Spain
Republic of Trinidad & Tobago
British West Indies
Attn: General Manager
Telephone: (809) 622-8653
Telecopier: (809) 628-4218
with copy to:
Enron Gas & Oil Trinidad Limited
P.O. Box 1188
Houston, Texas 77251-1188
Attn: Walter C. Wilson, Director
Telephone: (713) 853-5012
Telecopier: (713) 646-8062
If to the Trustee or CREDIT:
Caribbean Regional Development
Investment Trust
c/o Banco Central Hispano-Puerto Rico,
as Trustee
221 Ponce de Leon Avenue
Suite 1115
San Juan, Puerto Rico 00919
Attention: Corporate Trust Officer
(b) Each such notice shall be deemed delivered (i) on the
date delivered with receipt acknowledged if by personal delivery,
(ii) on the date of transmission with confirmed receipt if by
telecopier, or (iii) on the date upon which the return
<PAGE>
35
receipt is signed or delivery is refused or the notice is designated
by the postal authorities as not deliverable, as the case may be, if
mailed.
(c) By giving to the other party at least fifteen (15) days
written notice thereof, such party and its successors and assigns
shall have the right from time to time and at any time during the term
of this Agreement to change their respective addresses.
SECTION 7.3. NO WAIVER; REMEDIES. No failure on the part of the
Trustee to exercise, and no delay in exercising, any right under this
Agreement, any Note or any other Loan Document shall operate as a
waiver thereof, nor shall any single or partial exercise of any such
right preclude any other or further exercise thereof or the exercise
of any other right. The remedies herein provided are cumulative and
not exclusive of any remedies provided by law.
SECTION 7.4. ACCOUNTING TERMS; CURRENCY EQUIVALENT. All
accounting terms not specifically defined herein shall be construed in
accordance with United States generally accepted accounting principles
consistently applied, except as otherwise stated herein. For purposes
of construction of the terms hereof, the equivalent in another
currency of an amount in Dollars shall be determined by using the
quoted spot rate at which Citibank, N.A.'s principal office in New
York City offers to purchase such other currency with the equivalent
in Dollars in New York City at 9:00 a.m. (New York City time) on the
date on which such equivalent is to be determined.
SECTION 7.5. COSTS AND EXPENSES; INDEMNIFICATION. (a) The
Borrower agrees to (i) reimburse CREDIT from time to time on request
for its reasonable out-of-pocket costs and expenses (including,
without limitation, printing, reproduction, document
<PAGE>
36
delivery, travel costs, and legal fees (such legal fees not to exceed
U.S. $80,000) and expenses) incurred in connection with the
preparation, review, negotiation, execution, delivery and
administration of this Agreement, each Note, all other Loan Documents
and the other documents to be delivered hereunder; (ii) pay from time
to time upon request all costs and expenses (including reasonable fees
and expenses of legal counsel) in connection with the enforcement by
CREDIT of this Agreement, each Note, all other Loan Documents and the
other documents to be delivered hereunder; (iii) to pay Citibank, N.A.
directly a structuring and servicing fee equal to 3/8 of 1% per annum
of the principal amount of each Advance outstanding from time to time
computed on the basis of actual days and a year of 365/366 days, such
payment to be made on each Interest Payment Date; (iv) to pay the fees
of the Trustee equal to .05% per annum payable on each Interest
Payment Date; and (v) to pay a one-time fee to Caribbean Basin Project
Financing Authority equal to .25% of the principal amount of each
Advance, such fee being payable on the Closing Date.
(b) The Borrower agrees, to the fullest extent permitted by
law, to indemnify and hold harmless Citicorp Financial Services
Corporation, CREDIT, the Trustee and each of their respective
affiliates, directors, officers, stockholders and employees (each an
"Indemnified Party"), from and against any and all claims, damages,
liabilities and expenses (including without limitation, reasonable
fees and disbursements of counsel) for which any of them may become
liable or which may be incurred by or asserted against any of them, in
each case in connection with or arising out of or by reason of any
investigation, litigation, or proceeding, whether or not an
Indemnified Party is a party thereto, arising out of, related to or in
connection with this Agreement or any other Loan Document or any
transaction in which any proceeds of all or any part of the Advances
are applied (other than any such claim, damage, liability or expense
attributable to the gross negligence or willful misconduct of such
Indemnified Party).
<PAGE>
37
(c) Without limiting the generality of other indemnities
set forth elsewhere in this Agreement, the Borrower agrees upon
demand, to indemnify and hold harmless the Trustee, CREDIT and each
holder of the CREDIT Notes against and from all "936 Indemnity Losses"
(as defined hereinbelow) arising at any time now or hereafter by
reason of any of the following:
(i) any act of commission or omission by the Borrower;
(ii) any breach of any covenant, representation,
warranty, acknowledgment or statement by the Borrower contained in
this Agreement or in any certificate or other written statement
provided in connection herewith;
(iii) any adverse determination made by the United
States Internal Revenue Service, the Commissioner or any Governmental
Authority in the United States or the Commonwealth as to the
qualification of any of the Advances or any transactions related
thereto as an Eligible Activity or an Investment in Active Business
Assets under Section 936 of the Code, the Federal CBI Regulations or
the Puerto Rico Regulations;
(iv) any failure by the Borrower to permit the Trustee
to discharge or fulfill its duties or obligations under the Puerto
Rico Regulations or the Federal CBI Regulations; or
(v) any change to Section 936 of the Code or the
regulations thereunder or in the interpretation thereof, that results
in any adverse consequence to CREDIT and/or a holder of a CREDIT Note
due to any Advance funded with 936 Funds being outstanding; provided,
however, an indemnity under this clause (v) shall be limited to the
excess of the actual "936 Indemnity Losses" over the amount of any
interest rate adjustment resulting from a "Change in Tax Law" as
described in Section 2.6.
<PAGE>
38
For purposes of this subsection, "936 Indemnity Losses"
shall mean and include any taxes (plus interest assessed thereon),
cost, damage, liability, fine, penalty, claim, cause of action,
judgment, court cost and legal or other expense, including attorneys'
fees, relating directly or indirectly to Section 936 of the Code, the
Federal CBI Regulations or the Puerto Rico Regulations.
(d) The obligations set forth in this Section 7.5 shall
survive the repayment in full of the Advances and the termination of
this Agreement for a period of five years thereafter.
SECTION 7.6. JUDGMENT. (a) If for the purposes of obtaining
judgment in any court it is necessary to convert a sum due hereunder
or under a Note in Dollars into another currency, the parties hereto
agree, to the fullest extent that they may effectively do so, that the
rate of exchange used shall be the best available exchange rate at
which in accordance with normal banking procedures CREDIT could
purchase Dollars with such other currency on the Business Day
preceding that on which final judgment is given.
(b) The obligation of the Borrower in respect of any sum
due from it to CREDIT hereunder or under any Note shall,
notwithstanding any judgment in a currency other than Dollars, be
discharged only to the extent that on the Business Day following
receipt by CREDIT of any sum adjudged to be so due in such other
currency CREDIT, may in accordance with normal banking procedures and
using the best available exchange rate purchase Dollars with such
other currency; if the Dollars so purchased are less than the sum due
or adjudged to be so due to CREDIT in Dollars, the Borrower agrees, as
a separate obligation and notwithstanding any such judgment, to
indemnify CREDIT, against such loss, and if the Dollars so purchased
exceed the sum due or adjudged to be due to
<PAGE>
39
CREDIT in Dollars, CREDIT agrees to remit to the Borrower such excess.
SECTION 7.7. CONSENT TO JURISDICTION; WAIVER OF IMMUNITIES.
(a) The Borrower hereby irrevocably submits to the jurisdiction of any
Commonwealth of Puerto Rico or Federal court sitting in San Juan,
Puerto Rico and any appellate court thereof in any action or
proceeding arising out of or relating to this Agreement, any Note or
any other Loan Document, and the Borrower hereby irrevocably agrees
that all claims in respect of such action or proceeding may be heard
and determined in such Commonwealth of Puerto Rico court or in such
Federal court. The Borrower hereby irrevocably waives, to the fullest
extent it may effectively do so, the defense of an inconvenient forum
to the maintenance of such action or proceeding. The Borrower hereby
irrevocably appoints CT Corporation System (the "Process Agent"), with
an office on the date hereof at 361 San Francisco Street, Penthouse,
Old San Juan, Puerto Rico 00901, as its agent to receive on behalf of
the Borrower and its property service of copies of the summons and
complaint and any other process which may be served in any such action
or proceeding. Such service may be made by mailing or delivering a
copy of such process to the Borrower in care of the Process Agent at
the Process Agent's above address, and the Borrower hereby irrevocably
authorizes and directs the Process Agent to receive and forward such
service on its behalf. As an alternative method of service, the
Borrower also irrevocably consents to the service of any and all
process in any such action or proceeding by the mailing of copies of
such process to the Borrower at its address specified in Section 7.2.
The Borrower agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided
by law.
(b) Nothing in this Section 7.7 shall affect the right of
CREDIT to serve legal process in any other manner permitted by
<PAGE>
40
law or affect the right of CREDIT to bring any action or proceeding
against the Borrower or its property in the courts of other
jurisdictions.
(c) To the extent that the Borrower has or hereafter may
acquire sovereign immunity from jurisdiction of any court or from any
legal process (whether through service or notice, attachment prior to
judgment, attachment in aid of execution, execution or otherwise) with
respect to itself or its property, the Borrower to the fullest extent
it may lawfully do so hereby irrevocably waives such sovereign
immunity in respect of its obligations under this Agreement, any Note
or any other Loan Document, and, without limiting the generality of
the foregoing, agrees that the waivers set forth in this subsection
(c) shall have the fullest scope permitted under the Foreign Sovereign
Immunities Act of 1976 of the United States and are intended to be
irrevocable for purposes of such Act.
SECTION 7.8. BINDING EFFECT. This Agreement shall be binding
upon and inure to the benefit of the Borrower and CREDIT and their
respective successors and permitted assigns, except that the Borrower
shall not have the right to assign its rights hereunder or any
interest herein without the prior written consent of CREDIT other than
as permitted in Section 5.2.
SECTION 7.9. GOVERNING LAW. This Agreement and each Note shall
be governed by, and construed in accordance with, the laws of the
Commonwealth of Puerto Rico. CREDIT and the Borrower hereby
acknowledge that the selection of the Commonwealth of Puerto Rico law
as the governing law in this Agreement and each Note has been made
bona fide and legally on sound commercial principles that are
customary in such agreements, and not for the purpose of evading the
provisions of any legal system with which any of said documents may be
said to be objectively connected.
<PAGE>
41
SECTION 7.10. EXECUTION IN COUNTERPARTS. This Agreement may be
executed in any number of counterparts and by different parties hereto
in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall
constitute but one and the same agreement.
SECTION 7.11. LIMITATION ON INTEREST. No provision of this
Agreement or any Note shall require the payment or permit the
collection of interest in excess of the maximum rate permitted by
applicable law.
SECTION 7.12. SALE OF NOTE, PARTICIPATIONS AND COMMITMENTS.
CREDIT may, at any time, without the consent of the Borrower, sell,
assign or otherwise dispose of its Notes and Advances, or of
participations therein, or of all or any portion of its rights under
any Loan Document, to any Eligible Institution. The Borrower hereby
agrees to execute any and all documents that CREDIT may reasonably
request in order to effectuate any foregoing action permitted to
CREDIT. Borrower shall be provided written notice of such assignment
within ten days of the date it is made. No such assignment shall be
made unless prior thereto the assignee shall have executed a
confidentiality agreement with the Borrower substantially similar to
the one executed by Citicorp Financial Services Corporation. If
notice of such assignment is provided within fifteen (15) days from an
Interest Payment Date, Borrower reserves the right to pay the interest
due on such immediately occurring Interest Payment Date to the
assignor.
SECTION 7.13. SEVERABILITY OF PROVISIONS. Any provision of this
Agreement which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining
provisions hereof or affecting the validity or enforceability of such
provision in any other jurisdiction.
<PAGE>
42
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their respective officers or agents thereunto duly
authorized, as of the date first above written.
ENRON GAS & OIL TRINIDAD LIMITED
By:
CARIBBEAN REGIONAL DEVELOPMENT
INVESTMENT TRUST
By:
<PAGE>
EXHIBIT A
PROMISSORY NOTE
U.S. $ Dated as of: , 199
FOR VALUE RECEIVED, the undersigned, ENRON GAS & OIL TRINIDAD
LIMITED, a company organized and existing under the laws of Trinidad &
Tobago (the "Borrower"), HEREBY PROMISES TO PAY to the order of
CARIBBEAN REGIONAL DEVELOPMENT INVESTMENT TRUST (the "Lender") for the
account of its Lending Office (as defined in the Credit Agreement
referred to below) the principal sum of
UNITED STATES DOLLARS U.S. $ ).
The Borrower agrees to pay interest on the unpaid principal
amount hereof from the date hereof until such principal amount is paid
in full, at such interest rates, and payable at such times, as are
specified in the Credit Agreement.
Both principal and interest are payable in lawful money of the
United States of America to the Lender at its Lending Office (as
defined in the Credit Agreement), in same day funds, free and clear of
and without deduction for any and all present and future Taxes as set
forth in the Credit Agreement.
This Promissory Note is one of the Notes referred to in, and is
entitled to the benefits and guaranties of, the Credit Agreement dated
as of March 8, 1994 (the "Credit Agreement"), between the Borrower and
the Lender. The Credit Agreement, among other things, (i) provides
for the making of advances (the "Advances") by the Lender to Borrower
from time to time, the indebtedness of the Borrower resulting from one
such Advance being evidenced by this Promissory Note, and
(ii) contains provisions for acceleration of the maturity hereof upon
the happening of certain stated events and also for prepayments on
account of principal hereof prior to the maturity hereof upon the
terms and conditions therein specified.
The parties hereto, including the makers and endorsers of this
Promissory Note, hereby waive protest and severally agree that the
holder of this Promissory Note may extend the time of payment, or
release any collateral held, with or without notice to all or to any
of the parties hereto, and that thereafter all parties hereto will
remain liable hereon, as if they, and each of them, has expressly
consented to such extension or release.
The undersigned hereby waives presentment, demand and notice of
non-payment. The undersigned acknowledges receipt of a true and exact
copy of this Promissory Note.
<PAGE>
2
This Note shall be governed by, and construed in accordance with,
the laws of the Commonwealth of Puerto Rico.
ENRON GAS & OIL TRINIDAD LIMITED
By:
Name:
Title:
<PAGE>
EXHIBIT B
ITEMS OF PROJECT COSTS ELIGIBLE FOR
936 FUNDS FINANCING
<PAGE>
EXHIBIT C
OPINION OF COUNSEL FOR THE BORROWER
{Date of initial Advance}
Caribbean Regional Development
Investment Trust
221 Ponce de Leon Avenue
Hato Rey
San Juan, Puerto Rico
Re: U.S. $75,000,000 - Credit Facility
to Enron Gas & Oil Trinidad Limited
Ladies and Gentlemen:
This opinion is furnished to you pursuant to Section 3.1(xi) of
the Credit Agreement dated as of March 8, 1994, (the "Credit
Agreement") between Enron Gas & Oil Trinidad Limited (the "Borrower")
and you. Unless otherwise indicated terms defined in the Credit
Agreement are used herein as therein defined.
We have acted as counsel for the Borrower in connection with the
preparation, execution and delivery of, and the initial Advance made
under, the Credit Agreement.
In that connection we have examined:
(1) The Credit Agreement;
(2) The Notes evidencing the two initial Advances and the form
of Note attached as Exhibit A to the Credit Agreement;
(3) The Memorandum and Articles of Association of the Borrower,
as amended to date (the "Articles of Association");
(4) Such other documents, agreements and instruments, and such
laws, rules, regulations, orders, decrees, writs, judgments, awards,
injunctions, and the like, as we have deemed necessary as a basis for
the opinions hereinafter expressed.
Our opinion set forth below must be read subject to the
following observations:
I. We express no opinion as to any law other than the laws
of Trinidad & Tobago as presently existing. In particular we express
no opinion as to any aspect of the laws of the Commonwealth
<PAGE>
2
of Puerto Rico which as set forth in paragraph (l) below, is, in our
opinion, the law governing the Credit Agreement and the Notes.
II. For the purpose of this opinion we have assumed that the
Credit Agreement and the Notes are in proper legal form under the laws
of the Commonwealth of Puerto Rico for the enforcement thereof against
the Borrower under the laws of the Commonwealth of Puerto Rico.
III. For the purpose of this opinion, we have also assumed
that the selection of law as set out in the Credit Agreement has been
made bona fide and legally and that the choice was not made expressly
to evade the provisions of the legal system with which the said
document objectively is connected. In fact, we have been advised that
such choice was made bona fide and legally on sound commercial
principles which are customary in such agreements.
IV. The validity and enforceability of the Credit Agreement
may be limited by bankruptcy, insolvency, reorganization, moratorium,
liquidation, probate, conservatorship, any other similar laws
(including court decisions) now or hereafter in effect and affecting
the rights of creditors generally.
V. The opinions expressed herein are as of the date hereof
only, and we assume no obligation to update or supplement such
opinions to reflect any fact or circumstances that may hereafter occur
or become effective.
Based upon the foregoing and upon such investigation as we
have deemed necessary, we are of the opinion that:
(a) The Borrower is a limited liability company duly
organized, validly existing and in good standing under the laws of
Trinidad & Tobago.
(b) The execution, delivery and performance by the Borrower
of the Credit Agreement and the Notes are within the Borrower's
corporate powers, have been duly authorized by all necessary corporate
action, and do not contravene (i) the Borrower's Articles of
Association, (ii) any treaty, law, rule, regulation, order, decree,
writ, judgment, award, injunction or similar legal restriction of
Trinidad & Tobago applicable to the Borrower and its properties or
(iii) to the best of our knowledge after due inquiry, any contractual
restriction contained in any indenture, loan or credit agreement,
guaranty, debenture, mortgage, deed of trust, bond, note, or other
agreement or instrument that binds or affects or purports to bind or
affect the Borrower and its properties. The Credit Agreement and the
Notes have been duly executed on behalf of the Borrower.
<PAGE>
3
(c) No authorization or approval (including exchange
control approval) or other action by, and no notice to or filing with,
any Governmental Authority or regulatory body is required for the due
execution, delivery and performance by the Borrower of the Credit
Agreement or any Note.
(d) The Credit Agreement and the Notes are, or will be when
executed pursuant to the provisions of the Credit Agreement, the
legal, valid and binding obligations of the Borrower enforceable
against the Borrower in accordance with their respective terms.
(e) The obligations of the Borrower under the Credit
Agreement and the Notes rank at least PARI PASSU in priority of
payment and in all other respects with all other Indebtedness of the
Borrower.
(f) There is no pending or, to the best of our knowledge
after due inquiry, threatened action or proceeding involving the
Borrower before any court, Governmental Authority or arbitrator that
may materially adversely affect the financial condition or operations
of the Borrower or that purports to affect the legality, validity or
enforceability of the Credit Agreement or the Notes.
(g) The Borrower is subject to civil and commercial law
with respect to its obligations under the Credit Agreement and the
Notes, and the execution, delivery and performance of the Credit
Agreement and the Notes constitute private and commercial acts rather
than public or governmental acts. Neither the Borrower nor any of its
property has any immunity from jurisdiction of any court or from
set-off or any legal process (whether through service or notice,
attachment prior to judgment, attachment in aid of execution,
execution or otherwise) under the laws of Trinidad & Tobago. The
waiver of immunities, the submission to the jurisdiction of the
Commonwealth of Puerto Rico and Federal courts sitting in San Juan,
Puerto Rico, and the appointment of the Process Agent, contained in
Section 7.7 of the Credit Agreement, are irrevocably binding on the
Borrower.
(h) There is no tax, levy, impost, deduction, charge or
withholding tax, except for the withholding tax of .001% on interest
payments, imposed or assessable by Trinidad & Tobago or any political
subdivision, taxing authority or Governmental Authority thereof or
therein either (i) on or by virtue of the execution or delivery of the
Credit Agreement or the Notes, or (ii) on any payment to be made by
the Borrower pursuant to the Credit Agreement or the Notes.
(i) It is not necessary that the Credit Agreement or the
Notes be filed or recorded with any court or other authority in
Trinidad & Tobago or that any stamp or similar tax be paid on or in
respect of the Credit Agreement or the Notes for the enforcement
thereof against the Borrower under the laws of Trinidad & Tobago.
<PAGE>
4
(j) The interest and the fees and charges required to be
paid under the Notes and the Credit Agreement are not usurious or
otherwise illegal under the laws of Trinidad & Tobago.
(k) The Credit Agreement and the Notes are in proper legal
form under the laws of Trinidad & Tobago for the enforcement thereof
against the Borrower under the laws of Trinidad & Tobago.
(l) In any action or proceeding arising out of or relating
to the Credit Agreement and the Notes in any court in Trinidad &
Tobago such court would recognize and give effect to the provisions of
Section 7.9 of the Credit Agreement wherein the parties thereto agree
that the Credit Agreement and the Notes shall be governed by, and
construed in accordance with, the laws of the Commonwealth of Puerto
Rico.
(m) It is not necessary under the laws of Trinidad & Tobago
(i) in order to enable the Lender to enforce its rights under the
Credit Agreement and the Notes or (ii) by reason of the execution,
delivery or performance of the Credit Agreement, that it should be
licensed, qualified or entitled to carry on business in Trinidad &
Tobago.
(n) The Lender is not and will not be resident, domiciled,
carrying on business or subject to taxation in Trinidad & Tobago by
reason only of the execution, delivery, performance or enforcement of
the Credit Agreement or the Notes.
(o) A judgment rendered by any Commonwealth of Puerto Rico
or Federal court sitting in San Juan, Puerto Rico in respect of the
Credit Agreement or the Notes would be enforceable against the
Borrower in the courts of Trinidad & Tobago.
This opinion may be relied upon by you and your assigns in
connection with the Credit Agreement and the transactions contemplated
thereby and may not be used for any other purpose or relied upon by
any other person. Neither its contents nor its existence may be
disclosed without our prior written consent.
Very truly yours,
M HAMEL-SMITH & CO.
By:
Philip Hamel-Smith
<PAGE>
EXHIBIT D
{Letterhead of Process Agent}
Date: March , 1994
Caribbean Regional Development
Investment Trust
221 Ponce de Leon Avenue
Hato Rey, San Juan, Puerto Rico
Re: United States $75,00,000 - Credit Facility to
Enron Gas & Oil Trinidad Limited
Ladies and Gentlemen:
Reference is made to that certain Credit Agreement dated as of
March 8, 1994 (said Agreement, as it may hereafter be amended,
supplemented or otherwise modified from time to time, being the
"Credit Agreement", the terms defined therein being used herein with
the same meaning) between Enron Gas & Oil Trinidad Limited (the
"Borrower") and you.
Pursuant to Section 7.7(a) of the Credit Agreement the Borrower
has appointed the undersigned (with an office on the date hereof at
361 San Francisco Street, Penthouse, Old San Juan, Puerto Rico 00901)
as Process Agent to receive on behalf of the Borrower and its property
service of copies of the summons and complaint and any other process
that may be served in any action or proceeding in any Commonwealth of
Puerto Rico or Federal court sitting in San Juan, Puerto Rico arising
out of or relating to the Credit Agreement, the Notes issued pursuant
thereto, and any other Loan Document executed pursuant thereto.
The undersigned hereby accepts such appointment as Process Agent
and agrees with you that (i) the undersigned will not terminate the
undersigned's agency as such Process Agent prior to March 8, 1999 (and
hereby acknowledges that the undersigned has been paid in full by the
Borrower for its services as Process Agent through such date),
(ii) the undersigned will maintain an office in San Juan, Puerto Rico
through such date and will give you prompt notice of any change of
address of the undersigned, (iii) the undersigned will perform its
duties as Process Agent in accordance with Section 7.7(a) of the
Credit Agreement and (iv) the undersigned will forward forthwith to
the Borrower at its address specified in Section 7.2 of the Credit
Agreement copies of any
<PAGE>
2
summons, complaint and other process that the undersigned receives in
connection with its appointment as Process Agent.
This acceptance and agreement shall be binding upon the
undersigned and all successors of the undersigned.
Very truly yours,
CT CORPORATION SYSTEM
By:
<PAGE>
EXHIBIT E
REQUEST FOR ADVANCE
No.
Caribbean Regional Development
Investment Trust
221 Ponce de Leon Avenue
Suite 1115
Hato Rey, San Juan, Puerto Rico
Re: U.S. $75,000,000 - Credit Facility
to Enron Gas & Oil Trinidad Limited
Ladies and Gentlemen:
Reference is made to that certain Credit Agreement, dated as of
March 8, 1994, between Enron Gas & Oil Trinidad Limited (the
"Borrower") and Caribbean Regional Development Investment Trust
("CREDIT") (the "Credit Agreement"). Terms defined in the Credit
Agreement are used herein as therein defined.
Pursuant to Section 3.2(a)(i) of the Credit Agreement, the
undersigned hereby requests an Advance, the proceeds of which will be
disbursed by the Borrower within { } calendar days after the
date of the Advance, as follows:
NAME AND ADDRESS OF PERSON GENERAL
TO WHOM BORROWER WILL PAY THE AMOUNT DESCRIPTION
ITEM NUMBER PROCEEDS OF THE ADVANCE OF PAYMENT OF ITEM
With respect to the amount hereby requisitioned to be paid, the
Borrower hereby certifies that:
(a) Each obligation for which payment is requested in this
Request for Advance (i) has been properly incurred or will be
incurred by Borrower within the next { ( )} calendar days,
(ii) is now due or will be due and payable in full within the
next ( ) calendar days to the Person(s) listed above, and (iii)
constitutes a 936 Eligible Cost. No part of such amount has been
or is being made the basis of Requests for Advance in any
previous or now pending Request for Advance, or has been paid
out of the proceeds of insurance received by Borrower.
(b) The total of the amounts heretofore paid and to be paid
pursuant to previous Requests for Advance and to be paid pursuant to
this Request have been applied to pay 936 Eligible Costs of the
Project that are properly subject to payment under the Credit
Agreement.
<PAGE>
2
(c) The amount of the Advance now requested either has been
paid by Borrower or is justly due to vendors, suppliers, contractors,
subcontractors, materialmen, or other Persons (whose names and
addresses are stated in this requisition) who have rendered services
or furnished materials for the Project.
Borrower agrees that the Advance to be made hereunder shall be
payable on the Maturity Date set forth below and shall bear interest
at the following rate:
Fixed: %
Floating: % of the LIBID Rate
Maturity Date:
IN WITNESS WHEREOF, the undersigned has caused this Request for
Advance to be executed and delivered on this day of ,
1994.
ENRON GAS & OIL TRINIDAD LIMITED
By:
Name:
Title:
ACCEPTED BY CREDIT:
By:
Name:
Title:
Date:
<PAGE>
EXHIBIT F
CERTIFICATION AS TO QUALIFIED RECIPIENT STATUS
REQUIRED BY TREAS. REG. SECTION 1.936-10(c)(11)(i)
{LETTERHEAD OF BORROWER}
March , 1994
Caribbean Regional Development
Investment Trust
252 Ponce de Leon Avenue
Hato Rey
San Juan, Puerto Rico
Ladies and Gentlemen:
The undersigned, Enron Gas & Oil Trinidad Limited (the
"Borrower"), refers to the Credit Agreement, dated as of March 8, 1994
(the "Credit Agreement"), by and between Borrower and Caribbean
Regional Development Investment Trust (the "Lender"), as the same may
be amended or supplemented from time to time. Unless otherwise
indicated, terms defined in the Credit Agreement are used herein as
therein defined.
Borrower hereby represents and warrants that:
1. It is a limited liability company duly organized, validly
existing and in good standing under the laws of Trinidad &
Tobago.
2. It is currently engaged in the development of oil and gas
fields off the coast of Trinidad & Tobago.
3. It is a Qualified Recipient under the Federal CBI
Regulations.
4. {It has used all 936 Funds borrowed under the Credit
Agreement exclusively for an Investment in Active
<PAGE>
2
Business Assets and has complied with all 936 Covenants of
the Credit Agreement.}*
Very truly yours,
ENRON GAS & OIL TRINIDAD LIMITED
By:
* To be included in each annual certification required by the Credit
Agreement.
<PAGE>
EXHIBIT G
CERTIFICATE REQUIRED UNDER
SECTION 6.4.3(a)(iii) OF REGULATION 3582
PLEASE READ BEFORE SIGNING
The undersigned hereby acknowledges that, prior to the granting
of the loan referred to below, it was aware that the loan would be
as an eligible activity for use of 936 Funds.
ENRON GAS & OIL TRINIDAD LIMITED
By:
Name:
Title:
Date: March 8, 1994
The following three sections should be filled out by the
Financial Institution:
1. Purpose of the loan: To finance the cost of developing
off shore platforms, drilling wells
and installing pipelines.
2. Collateral: Credit Suisse Letter of Credit.
3. Amount: $31,000,000
4. Date: March 8, 1994
CARIBBEAN REGIONAL DEVELOPMENT
INVESTMENT TRUST
By:
<PAGE>
EXHIBIT H
FORM OF CERTIFICATION REQUIRED BY
TREAS. REG. SECTION 1.936-10(c)12
March 8, 1994
Assistant Commissioner (International)
Internal Revenue Service
Office of Taxpayer Service and Compliance
950 L'Enfant Plaza South, S.W.
Washington, D.C. 20024
Commissioner of Financial Institutions
PO Box 70324
San Juan, Puerto Rico 00936-0324
Ladies and Gentlemen:
The undersigned, Caribbean Regional Development Investment Trust
(the "Lender") and Enron Gas & Oil Trinidad Limited (the "Borrower"),
refer to the Credit Agreement, dated as of March 8, 1994 (the "Credit
Agreement") by and between Lender and Borrower, as the same may be
amended or supplemented from time to time.
As required by the Treasury Regulation Section 1.936-10(c)(12)
(the "Federal CBI Regulations") and Regulation 5002 issued by the
Commissioner of Financial Institutions of the Commonwealth of Puerto
Rico, Borrower and Lender hereby certify that:
1. Borrower has complied with the requirements of paragraph (c)(11)
of the Federal CBI Regulations.
2. Under the Credit Agreement, the Lender has agreed to lend
Borrower up to U.S. $75,000,000 (the "Loan") to finance (or refinance
or replace with 936 Funds as permitted by paragraphs (c)(7)(i)
and (c)(7)(ii) of the Federal CBI Regulations) the costs (qualifying
as capital expenditures under the Federal CBI Regulations) incurred in
connection with the construction of off-shore platforms, laying of
pipelines and drilling of oil and gas wells off the coast of Trinidad
& Tobago.
3. The Borrower is a limited liability company duly organized
validly existing and in good standing under the laws of Trinidad &
Tobago. The Borrower is an indirect wholly-owned subsidiary of Enron
Oil & Gas Company.
<PAGE>
-2-
4. The loan is guaranteed by a letter of credit issued by
Credit Suisse.
5. We hereby agree to permit you (or your authorized
representative) to examine all necessary books and records that are
sufficient to verify that the 936 Funds provided by the Lender were
used for Investments in Active Business Assets (as defined in the
Federal CBI Regulations) in conformity with the terms of the Credit
Agreement.
Very truly yours,
ENRON GAS & OIL TRINIDAD LIMITED
By:
CARIBBEAN REGIONAL DEVELOPMENT
INVESTMENT TRUST
By:
<PAGE>
-3-
REQUEST FOR ADVANCE
No. 1
Caribbean Regional Development
Investment Trust
221 Ponce de Leon Avenue
Suite 1115
Hato Rey, San Juan, Puerto Rico
Re: U.S. $75,000,000 - Credit Facility
to Enron Gas & Oil Trinidad Limited
Ladies and Gentlemen:
Reference is made to that certain Credit Agreement, dated as of
March 8, 1994, between Enron Gas & Oil Trinidad Limited (the
"Borrower") and Caribbean Regional Development Investment Trust
("CREDIT") (the "Credit Agreement"). Terms defined in the Credit
Agreement are used herein as therein defined.
Pursuant to Section 3.2(a)(i) of the Credit Agreement,
the undersigned hereby requests an Advance in the amount of
$16,000,000, the proceeds of which will be applied by the Borrower
immediately (together with Advance No. 2) to repay $31,000,000
principal amount of the bridge loan provided by Citibank, N.A. for the
financing of the Project.
With respect to the amount hereby requisitioned to be paid, the
Borrower hereby certifies that:
(a) Each obligation for which payment is requested in this Request
for Advance constitutes a 936 Eligible Cost. No part of such amount
has been or is being made the basis of Requests for Advance in any
previous or now pending Request for Advance, or has been paid out of
the proceeds of insurance received by Borrower.
(b) The total of the amounts to be paid pursuant to this
Request have been applied to pay 936 Eligible Costs of the Project
that are properly subject to payment under the Credit Agreement.
Borrower agrees that the Advance to be made hereunder shall be
payable on the Maturity Date set forth below and shall bear interest
at the following rate:
Fixed: 4.52%
Floating: N/A
Maturity Date: May 1, 1998
<PAGE>
-4-
IN WITNESS WHEREOF, the undersigned has caused this Request for
Advance to be executed and delivered on this 4th day of March, 1994.
ENRON GAS & OIL TRINIDAD LIMITED
By:
Name: W. C. Wilson
Title: Director
ACCEPTED BY CREDIT:
By:
Name:
Title:
Date:
<PAGE>
-1-
REQUEST FOR ADVANCE
No. 2
Caribbean Regional Development
Investment Trust
221 Ponce de Leon Avenue
Suite 1115
Hato Rey, San Juan, Puerto Rico
Re: U.S. $75,000,000 - Credit Facility
to Enron Gas & Oil Trinidad Limited
Ladies and Gentlemen:
Reference is made to that certain Credit Agreement, dated as of
March 8, 1994, between Enron Gas & Oil Trinidad Limited (the
"Borrower") and Caribbean Regional Development Investment Trust
("CREDIT") (the "Credit Agreement"). Terms defined in the Credit
Agreement are used herein as therein defined.
Pursuant to Section 3.2(a)(i) of the Credit Agreement,
the undersigned hereby requests an Advance in the amount of
$15,000,000, the proceeds of which will be applied by the Borrower
immediately (together with Advance No. 1) to repay $31,000,000
principal amount of the bridge loan provided by Citibank, N.A. for the
financing of the Project.
With respect to the amount hereby requisitioned to be paid, the
Borrower hereby certifies that:
(a) Each obligation for which payment is requested in this Request
for Advance constitutes a 936 Eligible Cost. No part of such amount
has been or is being made the basis of Requests for Advance in any
previous or now pending Request for Advance, or has been paid out of
the proceeds of insurance received by Borrower.
(b) The total of the amounts to be paid pursuant to this
Request have been applied to pay 936 Eligible Costs of the Project
that are properly subject to payment under the Credit Agreement.
Borrower agrees that the Advance to be made hereunder shall be
payable on the Maturity Date set forth below and shall bear interest
at the following rate:
Fixed: N/A
Floating: 84% of the LIBID Rate
Maturity Date: May 1, 1998
<PAGE>
-2-
IN WITNESS WHEREOF, the undersigned has caused this Request for
Advance to be executed and delivered on this 4th day of March, 1994.
ENRON GAS & OIL TRINIDAD LIMITED
By:
Name: W. C. Wilson
Title: Director
ACCEPTED BY CREDIT:
By:
Name:
Title:
Date:
<PAGE>
EXHIBIT 10.41
PROMISSORY NOTE
U.S. $15,000,000 Dated as of: March 8, 1994
FOR VALUE RECEIVED, the undersigned, ENRON GAS & OIL TRINIDAD
LIMITED, a company organized and existing under the laws of Trinidad &
Tobago (the "Borrower"), HEREBY PROMISES TO PAY to the order of
CARIBBEAN REGIONAL DEVELOPMENT INVESTMENT TRUST (the "Lender") for the
account of its Lending Office (as defined in the Credit Agreement
referred to below) the principal sum of FIFTEEN MILLION UNITED STATES
DOLLARS (U.S. $15,000,000).
The Borrower agrees to pay interest on the unpaid principal
amount hereof from the date hereof until such principal amount is paid
in full, at such interest rates, and payable at such times, as are
specified in the Credit Agreement.
Both principal and interest are payable in lawful money of the
United States of America to the Lender at its Lending Office (as
defined in the Credit Agreement), in same day funds, free and clear of
and without deduction for any and all present and future Taxes as set
forth in the Credit Agreement.
This Promissory Note is one of the Notes referred to in, and is
entitled to the benefits and guaranties of, the Credit Agreement dated
as of March 8, 1994 (the "Credit Agreement"), between the Borrower and
the Lender. The Credit Agreement, among other things, (i) provides
for the making of advances (the "Advances") by the Lender to Borrower
from time to time, the indebtedness of the Borrower resulting from one
such Advance being evidenced by this Promissory Note, and
(ii) contains provisions for acceleration of the maturity hereof upon
the happening of certain stated events and also for prepayments on
account of principal hereof prior to the maturity hereof upon the
terms and conditions therein specified.
The parties hereto, including the makers and endorsers of this
Promissory Note, hereby waive protest and severally agree that the
holder of this Promissory Note may extend the time of payment, or
release any collateral held, with or without notice to all or to any
of the parties hereto, and that thereafter all parties hereto will
remain liable hereon, as if they, and each of them, has expressly
consented to such extension or release.
The undersigned hereby waives presentment, demand and notice of
non-payment. The undersigned acknowledges receipt of a true and exact
copy of this Promissory Note.
<PAGE>
2
This Note shall be governed by, and construed in accordance with,
the laws of the Commonwealth of Puerto Rico.
ENRON GAS & OIL TRINIDAD LIMITED
By:
Name: W. C. Wilson
Title: Director
<PAGE>
EXHIBIT 10.42
PROMISSORY NOTE
U.S. $16,000,000 Dated as of: March 8, 1994
FOR VALUE RECEIVED, the undersigned, ENRON GAS & OIL TRINIDAD
LIMITED, a company organized and existing under the laws of Trinidad &
Tobago (the "Borrower"), HEREBY PROMISES TO PAY to the order of
CARIBBEAN REGIONAL DEVELOPMENT INVESTMENT TRUST (the "Lender") for the
account of its Lending Office (as defined in the Credit Agreement
referred to below) the principal sum of SIXTEEN MILLION UNITED STATES
DOLLARS (U.S. $16,000,000).
The Borrower agrees to pay interest on the unpaid principal
amount hereof from the date hereof until such principal amount is paid
in full, at such interest rates, and payable at such times, as are
specified in the Credit Agreement.
Both principal and interest are payable in lawful money of the
United States of America to the Lender at its Lending Office (as
defined in the Credit Agreement), in same day funds, free and clear of
and without deduction for any and all present and future Taxes as set
forth in the Credit Agreement.
This Promissory Note is one of the Notes referred to in, and is
entitled to the benefits and guaranties of, the Credit Agreement dated
as of March 8, 1994 (the "Credit Agreement"), between the Borrower and
the Lender. The Credit Agreement, among other things, (i) provides
for the making of advances (the "Advances") by the Lender to Borrower
from time to time, the indebtedness of the Borrower resulting from one
such Advance being evidenced by this Promissory Note, and
(ii) contains provisions for acceleration of the maturity hereof upon
the happening of certain stated events and also for prepayments on
account of principal hereof prior to the maturity hereof upon the
terms and conditions therein specified.
The parties hereto, including the makers and endorsers of this
Promissory Note, hereby waive protest and severally agree that the
holder of this Promissory Note may extend the time of payment, or
release any collateral held, with or without notice to all or to any
of the parties hereto, and that thereafter all parties hereto will
remain liable hereon, as if they, and each of them, has expressly
consented to such extension or release.
The undersigned hereby waives presentment, demand and notice of
non-payment. The undersigned acknowledges receipt of a true and exact
copy of this Promissory Note.
<PAGE>
2
This Note shall be governed by, and construed in accordance with,
the laws of the Commonwealth of Puerto Rico.
ENRON GAS & OIL TRINIDAD LIMITED
By:
Name: W. C. Wilson
Title: Director
<PAGE>
EXHIBIT 10.43
LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT
between
ENRON GAS & OIL TRINIDAD LIMITED,
and
CREDIT SUISSE, a Swiss banking corporation,
acting through its New York Branch
March 8, 1994
<PAGE>
INDEX
Page
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE I . . . . . . . . . . . . 1
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Defined Terms . . . . . . . . . . . . . . . . . . . . . 1
1.2 Other Definitional Provisions . . . . . . . . . . . . . 4
1.3 Accounting Terms . . . . . . . . . . . . . . . . . . . 4
ARTICLE II . . . . . . . . . . . . 4
LETTER OF CREDIT FACILITY AND OPERATIONS . . . . . . . . . . . . 4
2.1 Request for Issuance of Letter of Credit . . . . . . . 4
2.2 Notice of Drawings . . . . . . . . . . . . . . . . . . 4
ARTICLE III . . . . . . . . . . . . 4
REIMBURSEMENT AND PAYMENT OBLIGATIONS . . . . . . . . . . . . . . 4
3.1 Reimbursement and Payment Obligations . . . . . . . . . 4
3.2 Cash Collateral Account . . . . . . . . . . . . . . . . 8
3.3 Illegality . . . . . . . . . . . . . . . . . . . . . . 9
3.4 Method of Payment . . . . . . . . . . . . . . . . . . . 9
ARTICLE IV . . . . . . . . . . . . 9
CONDITIONS PRECEDENT TO ISSUANCE OF LETTER OF CREDIT . . . . . . 9
4.1 Guaranty . . . . . . . . . . . . . . . . . . . . . . . 9
4.2 Resolutions of Company . . . . . . . . . . . . . . . . 9
4.3 Incumbency Certificate of the Company . . . . . . . . . 10
4.4 The Company's Organic Documents . . . . . . . . . . . . 10
4.5 Resolutions of the Guarantor . . . . . . . . . . . . . 10
4.6 Incumbency Certificate of the Guarantor . . . . . . . . 10
4.7 The Guarantor's Charter and By-Laws . . . . . . . . . . 10
4.8 Legal Opinions . . . . . . . . . . . . . . . . . . . . 10
4.9 Additional Information . . . . . . . . . . . . . . . . 10
ARTICLE V . . . . . . . . . . . . 10
REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . 10
5.1 Representations and Warranties of the Company . . . . . 10
-i-
<PAGE>
ARTICLE VI . . . . . . . . . . . . 11
AFFIRMATIVE COVENANTS OF COMPANY . . . . . . . . . . . . . . . . 11
6.1 Affirmative Covenants . . . . . . . . . . . . . . . . . 11
ARTICLE VII . . . . . . . . . . . . 13
NEGATIVE COVENANTS OF COMPANY . . . . . . . . . . . . . . . . . . 13
7.1 Negative Covenants . . . . . . . . . . . . . . . . . . 13
ARTICLE VIII . . . . . . . . . . . . 14
EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . 14
8.1 Events of Default . . . . . . . . . . . . . . . . . . . 14
8.2 Remedies Upon Event of Default . . . . . . . . . . . . 15
ARTICLE IX . . . . . . . . . . . . 16
MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . 16
9.1 Waiver . . . . . . . . . . . . . . . . . . . . . . . . 16
9.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . 16
9.3 GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . 17
9.4 Invalid Provisions . . . . . . . . . . . . . . . . . . 17
9.5 Entirety and Amendments . . . . . . . . . . . . . . . . 18
9.6 Headings . . . . . . . . . . . . . . . . . . . . . . . 18
9.7 Term of Agreement . . . . . . . . . . . . . . . . . . . 18
9.8 Indemnity . . . . . . . . . . . . . . . . . . . . . . . 18
9.9 Limitation of Liability . . . . . . . . . . . . . . . . 18
9.10 Obligations Absolute . . . . . . . . . . . . . . . . . 19
9.11 Survival of Representations and Warranties . . . . . . 19
9.12 Participations . . . . . . . . . . . . . . . . . . . . 19
9.13 Confidentiality . . . . . . . . . . . . . . . . . . . . 19
9.14 Right of Set-off . . . . . . . . . . . . . . . . . . . 19
9.15 Counterparts . . . . . . . . . . . . . . . . . . . . . 20
EXHIBIT A - Letter of Credit
-ii-
<PAGE>
LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT
THIS LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT is made and
entered into as of this 8th day of March, 1994, by and between ENRON
GAS & OIL TRINIDAD LIMITED, a corporation organized and existing under
the laws of Trinidad & Tobago (the "COMPANY"), and CREDIT SUISSE, a
Swiss banking corporation, acting through its New York Branch (the
"BANK").
INTRODUCTION
Pursuant to that certain Credit Agreement (the "Credit
Agreement"), dated as of March 8, 1994 between the Company and
Caribbean Regional Development Investment Trust ("CRDIT"), the Company
has borrowed from CRDIT $31,000,000 (the "LOAN"). Pursuant to the
terms of the Credit Agreement, the Company has agreed to provide an
irrevocable letter of credit to support its performance and
obligations under the Credit Agreement, the Loan, and the other
documents executed in connection with the Credit Agreement and the
Loan. The Company has requested that the Bank issue a letter of
credit for such purpose, and the Bank has agreed to issue such a
letter of credit, subject to the terms of this Agreement. Therefore,
to effect the foregoing, the Company and the Bank hereby agree as
follows:
ARTICLE I
DEFINITIONS
1.1 DEFINED TERMS. For the purposes of this Agreement, unless
the context otherwise requires, the following terms shall have the
respective meanings assigned to them in this ARTICLE I:
"AGREEMENT" shall mean this Letter of Credit and Reimbursement
Agreement as the same from time to time may be extended, amended,
modified, supplemented, or waived.
"BANK" shall have the meaning assigned to it in the preamble
hereof.
"BANKRUPTCY CODE" shall mean Title 11 of the United States Code
entitled "Bankruptcy" as now or hereinafter in effect, or any
successor thereto.
"BASE RATE" shall mean, on any date, a rate per annum equal to
the higher of (a) the base commercial lending rate announced from time
to time by the Bank, or (b) the rate quoted by the Bank, at
approximately 11:00 a.m., New York City time, to dealers in the New
York Federal Funds Market for the overnight offering of dollars by the
Bank for deposit, plus one-quarter of one percent (1/4%). The base
lending rate is not the lowest rate of interest charged by the Bank in
connection with extensions of credit. Each change in the Base Rate
shall become effective without prior notice to the Company
automatically as of the opening of business on the day of such change
in the Base Rate.
-1-
<PAGE>
"BENEFICIARY" shall mean, with respect to the Letter of Credit,
CRDIT.
"BUSINESS DAY" shall mean any day that is not (i) a Saturday,
(ii) a Sunday, or (iii) another day on which (a) commercial banks in
the City of New York, New York, Port of Spain, Trinidad, or San Juan,
Puerto Rico are authorized or required by law or order to close or (b)
the New York Stock Exchange is not open for trading.
"CASH COLLATERAL ACCOUNT" shall have the meaning assigned to it
in SECTION 3.2(a) hereof.
"CASH COLLATERALIZED STATED AMOUNT" shall mean for each day of
determination the amount of money (calculated in Dollars) in the Cash
Collateral Account.
"CLOSING DATE" shall mean the later of (a) the date of this
Agreement, or (b) the date the Company has satisfied all of the
conditions precedent set forth in ARTICLE IV hereof.
"CODE" shall mean the Internal Revenue Code of 1986, as amended
from time to time, or any successor Federal tax code, and any
reference to any statutory provision of the Code shall be deemed to be
a reference to any successor provision or provisions.
"COMPANY" shall have the meaning assigned to it in the preamble
hereof.
"CONSOLIDATED" refers to the consolidation of the accounts of the
Company and its Subsidiaries in accordance with GAAP.
"CREDIT EXPIRATION DATE" shall mean the expiry date of the Letter
of Credit.
"DEBT" of any Person means, at any date, without duplication,
(a) obligations for the repayment of money borrowed which are or
should be shown on a balance sheet as debt in accordance with GAAP,
(b) obligations as lessee under leases which, in accordance with GAAP,
are capital leases, and (c) guaranties of payment or collection of any
obligations described in clauses (a) and (b) of other Persons.
"DOLLARS" and the sign "$" shall mean the lawful currency of the
United States of America.
"DRAWING" shall mean a demand for payment under the Letter of
Credit in accordance with its terms.
"EVENT OF DEFAULT" shall have the meaning assigned to it in
SECTION 8.1 hereof.
"GAAP" means generally accepted accounting principles, in effect
from time to time, consistently applied.
"GOVERNMENTAL AUTHORITY" shall mean each applicable national
government and each political subdivision thereof, and all agencies,
authorities, boards, bureaus, commissions, courts,
-2-
<PAGE>
departments, officials, and officers of such governments now or
hereafter having jurisdiction over any matter with respect of which
such term is used.
"GUARANTY" shall mean that certain Parent Guaranty of even date
herewith executed by the Guarantor in favor of the Bank, pursuant to
which the Guarantor guarantees the Company's Obligation under this
Agreement.
"GUARANTOR" shall mean Enron Oil & Gas Company, a Delaware
corporation.
"LETTER OF CREDIT FEE" shall have the meaning assigned to it in
SECTION 3.1(b) hereof.
"LETTER OF CREDIT" shall mean the letter of credit issued
pursuant to this Agreement in the form of EXHIBIT A attached hereto.
"NON-COLLATERALIZED STATED AMOUNT" shall mean for each day of
determination the Stated Amount minus the amount of money (calculated
in Dollars) in the Cash Collateral Account.
"OBLIGATION" shall mean all present and future indebtedness,
fees, commissions, obligations, covenants, and liabilities of the
Company, and all renewals and extensions thereof, or any part thereof,
arising pursuant to this Agreement or the Letter of Credit, and
including without limitation any and all interest accruing thereon,
and attorneys' fees incurred in the enforcement or collection thereof.
"OTHER TAXES" shall have the meaning assigned to it in Section
3.1(f)(iii).
"PERSON" shall mean an individual, sole proprietorship,
partnership, joint venture, association, trust, estate, business
trust, corporation, not-for-profit corporation, sovereign government
or agency, instrumentality, or political subdivision thereof, or any
similar entity or organization.
"PRESCRIBED FORMS" shall mean such duly executed form(s) or
statement(s), and in such number of copies, which may, from time to
time, be prescribed by law and which, pursuant to applicable
provisions of (a) an income tax treaty between the United States and
the country of residence of the Bank, (b) the Code, or (c) any
applicable rule or regulation under the Code, permit the Company to
make payments hereunder for the account of the Bank free of deduction
or withholding of income or similar taxes.
"STATED AMOUNT" shall mean, for each day on which the Letter of
Credit is in effect, the aggregate maximum amount which is available
to be paid under the Letter of Credit.
"SUBSIDIARY" means any corporation, partnership, joint venture or
other entity of which more than 50% of the outstanding capital stock
or other equity interests having ordinary voting power (irrespective
of whether or not at the time capital stock or other equity interest
of any other class or classes of such corporation, partnership, joint
venture or other entity shall or might have voting power upon the
occurrence of any contingency) is at the time directly or indirectly
owned by the Company.
-3-
<PAGE>
"TAXES" shall have the meaning assigned thereto in
SECTION 3.1(f)(i) hereof.
1.2 OTHER DEFINITIONAL PROVISIONS.
(a) All terms defined in this Agreement shall have the
above-defined meanings when used in any certificate, report or other
document made or delivered pursuant to this Agreement, unless the
context therein shall otherwise require.
(b) Defined terms used in the singular shall import the
plural and VICE VERSA.
(c) "Hereof," "herein," "hereunder," and similar terms when
used in this Agreement shall refer to this Agreement as whole and not
to any particular provisions of this Agreement.
1.3 ACCOUNTING TERMS. All accounting terms not specifically
defined herein shall be construed in accordance with, and shall be
based on, GAAP.
ARTICLE II
LETTER OF CREDIT FACILITY AND OPERATIONS
2.1 REQUEST FOR ISSUANCE OF LETTER OF CREDIT. The Company
hereby applies to the Bank and requests the Bank to issue, execute,
and deliver for its account on the CLOSING DATE, or on such date
thereafter as the Company may request, the Letter of Credit. Subject
to the terms and conditions of this Agreement, the Bank hereby agrees
to issue the Letter of Credit.
2.2 NOTICE OF DRAWINGS. The Bank will provide the Company with
telephonic notice (which notice shall be confirmed in writing) of each
Drawing under the Letter of Credit at or before 1:00 p.m. (New York,
New York time) on the Business Day on which the Bank will make the
payment with respect to such Drawing.
ARTICLE III
REIMBURSEMENT AND PAYMENT OBLIGATIONS
3.1 REIMBURSEMENT AND PAYMENT OBLIGATIONS. In consideration of
the issuance by the Bank of the Letter of Credit, the Company hereby
agrees to pay to the Bank the amounts set forth in this ARTICLE III on
the dates and in the manner provided herein:
(a) REIMBURSEMENT OF DRAWINGS UNDER THE LETTER OF CREDIT.
An amount equal to the face amount of each Drawing, whether an
Interest Drawing or a Principal Drawing (as such capitalized terms are
defined in the Letter of Credit), which amount is due and payable to
the Bank on the same Business Day on which the Bank duly honors any
such Drawing, unless and to the extent the Bank (1) has been
reimbursed for such amount from the Cash Collateral
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Account pursuant to SECTION 3.2(b) or (2) has used funds in the Cash
Collateral Account to pay the installment of interest or principal due
under the Loan pursuant to SECTION 3.2(b).
(b) FEES. The Company shall pay to the Bank a letter of
credit fee (the "LETTER OF CREDIT FEE") equal to the sum of (x) 0.5%
per annum on the Non-Collateralized Stated Amount of the Letter of
Credit plus (y) 0.125% per annum on the Cash Collateralized Stated
Amount of the Letter of Credit, payable quarterly in arrears from the
date of issuance of the Letter of Credit, commencing on April 1, 1994,
and continuing on the first Business Day of each July, October,
January, and April thereafter through and including the Credit
Expiration Date; and any accrued but unpaid fee as of the Credit
Expiration Date shall be due and payable on the Credit Expiration
Date. The Letter of Credit Fee shall be calculated on the basis of
the actual days elapsed in a year consisting of 365 or 366 days, as
the case may be.
(c) INTEREST. Interest on the Obligation from time to time
unpaid at a rate per annum equal to the sum of (x) the Base Rate
MULTIPLIED by (y) 125% (but in no event to exceed the maximum rate of
interest permitted by law), is payable on demand. Any such interest
payable hereunder shall be calculated on the basis of actual days
elapsed in a year consisting of 365 or 366 days, as applicable.
(d) ADDITIONAL COSTS.
(i) Amounts sufficient to fully compensate the Bank
for any additional costs resulting from the introduction of or
change in any law, rule, regulation, guideline or request or in
the interpretation thereof by any Governmental Authority, central
bank or comparable agency (whether or not having the force of
law) charged with the administration of such law, rule,
regulation or guideline which directly or indirectly (A) imposes
or modifies or deems applicable any reserve, special deposit or
similar requirement against letters of credit issued by the Bank,
(B) increases the amount of capital required or expected to be
maintained or funded against letters of credit issued by the Bank
or any corporation controlling the Bank, and (C) imposes on the
Bank some condition regarding this Agreement, and the result of
any event referred to in (A), (B) or (C) above shall be to
increase the cost to the Bank of issuing or maintaining the
Letter of Credit, payable on demand. Promptly after the Bank
becomes aware of any such introduction, change or proposed
compliance, the Bank shall notify the Company thereof, PROVIDED
that the failure to provide such notice shall not affect the
Bank's rights under this SECTION 3.1(d). A certificate in
reasonable detail as to such increased cost, which states the
basis of calculation thereof, submitted by the Bank to the
Company shall be conclusive, absent manifest error, as to the
amount thereof. Such certificate shall certify that such costs
are generally being charged by the Bank to other similarly
situated companies in connection with the issuance and
maintenance of, or agreements to issue, similar letters of
credit. Such increase in cost shall be based upon a reasonable
allocation of Bank's aggregate cost related to the Letter of
Credit. Notwithstanding the foregoing, the Company shall not be
obligated to reimburse the Bank pursuant to any provision of this
SECTION 3.1(d) for any additional costs under (A), (B), or (C)
above, incurred or accruing more than 90 days prior to the date
on which the Bank gave the written notice specified above.
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(ii) Amounts sufficient to compensate the Bank for any
additional costs resulting from a demand for payment under the
Letter of Credit on a day other than a Business Day. Any amounts
payable pursuant to this SECTION 3.1(d)(ii) shall be for a period
not to exceed the number of days the Bank would have had to pay
such demand if demands for payment and amounts paid under the
Letter of Credit were to be made only on Business Days. A
certificate in reasonable detail as to any such cost, which
states the basis of calculation thereof, submitted by the Bank to
the Company shall be conclusive, absent manifest error, as to the
amount thereof.
(e) EXPENSES. Costs and actual reasonable expenses of the
Bank (including, without limitation, the reasonable attorneys' fees of
the Bank's legal counsel) incurred by the Bank in connection with
(a) the presentation and enforcement of all of the Bank's rights under
this Agreement and the Letter of Credit, and (b) the negotiation,
preparation, execution, delivery and participation of this Agreement,
the Letter of Credit and any other documents related thereto, and any
and all amendments, modifications and supplements thereof or thereto.
(f) TAXES.
(i) Amounts sufficient such that any and all payments
by the Company hereunder, and the Guarantor under the Guaranty,
shall be made, in accordance with SECTION 3.3 hereof, free and
clear of and without deduction for any and all present or future
taxes, levies, imposts, deductions, charges or withholdings, and
all liabilities with respect thereto, EXCLUDING (A) taxes imposed
on the Bank's income, and franchise taxes imposed on it, by the
jurisdiction under the laws of which the Bank is organized or any
political subdivision thereof and, taxes imposed on its income,
and franchise taxes imposed on it, by the jurisdiction of the
Bank's lending office or any political subdivision thereof and
(B) any taxes imposed by the United States of America by means of
withholding at the source if and to the extent that such taxes
shall be in effect and shall be applicable, on the date hereof,
to payments to be made to the Bank (all such non-excluded taxes,
levies, imposts, deductions, charges, withholdings and
liabilities being hereinafter referred to as "TAXES"). If the
Company (or the Guarantor) shall be required by law to deduct any
Taxes from or in respect of any sum payable hereunder (or under
the Guaranty) to the Bank, (1) the sum payable shall be increased
as may be necessary so that after making all required deductions
(including deductions applicable to additional sums payable under
this SECTION 3.1(f)) the Bank receives an amount equal to the sum
it would have received had no such deductions been made, (2) the
Company (or the Guarantor) shall make such deductions, and
(3) the Company (or the Guarantor) shall pay the full amount
deducted to the relevant taxation authority or other authority in
accordance with applicable law.
(ii) Notwithstanding anything to the contrary contained
in this Agreement (or under the Guaranty), the Company (or the
Guarantor) shall be entitled, to the extent it is required to do
so by law, to deduct or withhold income or other similar taxes
imposed by the United States of America from interest, fees or
other amounts payable hereunder for the account of the Bank
(without the payment of increased amounts to the Bank pursuant to
clause (i) above), unless the Bank (A) is a domestic corporation
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(as such term is defined in Section 7701 of the Code) for Federal
income tax purposes or (B) has the Prescribed Forms on file with
the Company (or the Guarantor) for the applicable year to the
extent deduction or withholding of such taxes is not required as
a result of the filing of such Prescribed Forms, provided that if
the Company (or the Guarantor) shall so deduct or withhold any
such taxes, it shall provide a statement to the Bank, setting
forth the amount of such taxes so deducted or withheld, the
applicable rate and any other information or documentation which
the Bank may reasonably request for assisting the Bank to obtain
any allowable credits or deductions for the taxes so deducted or
withheld in the jurisdiction or jurisdictions in which the Bank
is subject to tax.
(iii) In addition, the Company agrees to pay any
present or future stamp or documentary taxes or any other excise
or property taxes, charges or similar levies imposed by any
Governmental Authority which arise from any payment made
hereunder or from the execution, delivery or registration of,
otherwise with respect to, this Agreement (hereinafter referred
to as "OTHER TAXES").
(iv) The Company will, to the fullest extent permitted
by law, indemnify the Bank for the full amount of Taxes or Other
Taxes (including, without limitation, any Taxes or Other Taxes
imposed by any Governmental Authority on amounts payable under
this SECTION 3.1(f)) paid by the Bank and any liability
(including penalties, interest and expenses) arising therefrom or
with respect thereto except as a result of the negligence or
willful misconduct of the Bank, whether or not such Taxes or
Other Taxes were correctly or legally asserted. This
indemnification shall be made within 30 days from the date the
Bank makes written demand therefor. The Bank shall not be
indemnified pursuant to this SECTION 3.1(f)(iv) for Taxes or
Other Taxes incurred or accrued more than 90 days prior to the
date that the Bank makes written demand to the Company therefor.
(v) Within 30 days after the date of any payment of
Taxes by or at the direction of the Company, the Company will
furnish to the Bank, at its address referred to in SECTION 9.2
hereof, the original or a certified copy of a receipt evidencing
payment thereof. Should the Bank ever receive any refund, credit
or deduction from any taxing authority to which the Bank would
not be entitled but for the payment by the Company of Taxes as
required by this SECTION 3.1(f) (it being understood that the
decision as to whether or not to claim, and if claimed, as to the
amount of any such refund, credit or deduction shall be made by
the Bank in its sole discretion), the Bank thereupon shall repay
to the Company an amount with respect to such refund, credit or
deduction equal to any net reduction in taxes actually obtained
by the Bank and determined by the Bank to be attributable to such
refund credit or deduction.
(vi) The Bank shall use its best efforts (consistent
with its internal policies and legal and regulatory restrictions)
to select a jurisdiction for its lending office or change the
jurisdiction for its lending office, as the case may be, so as to
avoid the imposition of any Taxes or Other Taxes or to eliminate
the amount of any such additional amounts which may thereafter
accrue; PROVIDED that no such selection or change of the
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jurisdiction for its lending office shall be made if, in the
reasonable judgment of the Bank, such selection or change would
be disadvantageous to the Bank.
(vii) Without prejudice to the survival of any
other agreement of the Company hereunder, the agreements and
obligations of the Company contained in this SECTION 3.1(f) shall
survive the payment in full of the Obligation for a period of
five years thereafter.
3.2 CASH COLLATERAL ACCOUNT.
(a) ESTABLISHMENT OF ACCOUNT. Of even date herewith, the
Company has established a non-interest bearing deposit account
No. 34911901 (the "CASH COLLATERAL ACCOUNT") with Credit Suisse,
New York Branch, entitled "Enron Gas & Oil Trinidad Limited
Credit Suisse Reimbursement Account", and such Cash Collateral
Account shall be maintained at all times thereafter, until the
expiration or earlier termination of the Letter of Credit and the
reimbursement to the Bank, in full, of all Drawings made under
the Letter of Credit. From time to time the Company may deposit
funds in any amount into the Cash Collateral Account. At least
one (1) Business Day prior to the date that each installment of
interest or principal becomes due under the Loan, the Company
shall deposit funds, in an amount sufficient to pay such
installment, into the Cash Collateral Account.
(b) CONTROL OF, AND PAYMENTS FROM ACCOUNT. The Cash
Collateral Account and all amounts deposited therein shall be
subject to the exclusive dominion and control of the Bank. The
Bank may apply the funds in the Cash Collateral Account to any
reimbursement and payment obligation contained in SECTION 3.1(a)
of this Agreement. All interest received on any investment of
the funds in the Cash Collateral Account shall be income to the
Company, shall be credited to the Cash Collateral Account, and
shall be a part of, and disbursed from, the Cash Collateral
Account in accordance with this Agreement. Notwithstanding
anything contained herein to the contrary, upon the occurrence of
an Event of Default, the Bank may apply the funds in the Cash
Collateral Account to the payment of any Obligation.
(c) GRANT OF SECURITY INTEREST. To secure the Obligation,
the Company hereby transfers, assigns, and grants a security
interest to the Bank in the Cash Collateral Account and all
amounts deposited therein, together with all investments and
proceeds thereof, from the date of the establishment of the Cash
Collateral Account until the termination thereof pursuant to the
terms hereof.
3.3 ILLEGALITY. Notwithstanding any other provision in this
Agreement, if the Bank determines that any applicable law, rule, or
regulation or any change therein, or any change in the interpretation
or administration thereof by any Governmental Authority, central bank,
or comparable agency charged with the interpretation or administration
thereof, or compliance by the Bank (or by its lending office) with any
request or directive (whether or not having the force of law) of any
such authority, central bank, or comparable agency shall make it
unlawful or impossible for the Bank (or its respective lending office)
to maintain the Letter of Credit, then
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upon notice to the Company by the Bank, the same shall constitute an
"Event of Default" hereunder.
3.4 METHOD OF PAYMENT. Except with respect to the Bank's
satisfaction of certain reimbursement obligations of the Company from
the Cash Collateral Account pursuant to SECTION 3.2(b), all payments
by the Company to the Bank hereunder shall be made by 2:00 p.m. New
York, New York time, free and clear of set-off or counterclaim in
lawful currency of the United States and in immediately available
funds through the New York Clearing House Interbank Payments System or
through the New York Federal Reserve Bank at the Bank's office at 12
E. 49th Street, New York, New York 10017. If any such payment becomes
due and payable on a day other than a Business Day, the same shall be
payable on the next succeeding Business Day, but in any event not
later than the last Business Day prior to the Credit Expiration Date.
ARTICLE IV
CONDITIONS PRECEDENT TO ISSUANCE OF LETTER OF CREDIT
The effectiveness of this Agreement and the obligation of the
Bank to issue the Letter of Credit shall be subject to the conditions
precedent that the Bank shall have received on the Closing Date,
unless otherwise expressly stated, all of the following (in such
quantities as may be requested by the Bank), each dated or effective
as of the date hereof (unless otherwise stated below) in form and
substance satisfactory to Bank:
4.1 GUARANTY. The Guaranty, duly executed by the Guarantor.
4.2 RESOLUTIONS OF COMPANY. Resolutions of the Board of
Directors of the Company approving the execution, delivery, and
performance of this Agreement and the transactions contemplated
herein, duly adopted by the Board of Directors of the Company and
accompanied by a certificate of the Secretary or an Assistant
Secretary of the Company stating that such resolutions are true and
correct, have not been altered or repealed, and are in full force and
effect.
4.3 INCUMBENCY CERTIFICATE OF THE COMPANY. A certificate
executed by a duly-authorized officer of the Company which shall
certify the names of the officers of the Company authorized to execute
this Agreement and the other documents or certificates to be delivered
pursuant to this Agreement by the Company, together with the true
signatures of each such officer.
4.4 THE COMPANY'S ORGANIC DOCUMENTS. A copy of the memorandum
and articles of association of the Company, and all amendments
thereto, certified by the Secretary or an Assistant Secretary of the
Company, as being true, correct, and complete as of the date of such
certification.
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4.5 RESOLUTIONS OF THE GUARANTOR. Resolutions of the Board of
Directors of the Guarantor approving the execution, delivery, and
performance of the Guaranty, duly adopted by the Board of Directors of
the Guarantor and accompanied by a certificate of the Secretary or an
Assistant Secretary of the Guarantor stating that such Resolutions are
true and correct, have not been altered or repealed, and are in full
force and effect.
4.6 INCUMBENCY CERTIFICATE OF THE GUARANTOR. A certificate
executed by a duly-authorized officer of the Guarantor which shall
certify the names of the officers of the Guarantor authorized to
execute the Guaranty and the other documents or certificates to be
delivered pursuant to the Guaranty by the Guarantor, together with
true signatures of each such officer.
4.7 THE GUARANTOR'S CHARTER AND BY-LAWS. A copy of the restated
certificate of incorporation of the Guarantor, and all amendments
thereto, and a copy of the by-laws of the Guarantor, and all
amendments thereto, both certified by the Secretary or an Assistant
Secretary of the Guarantor, as being true, correct, and complete as of
the date of such certification.
4.8 LEGAL OPINIONS. Opinions of counsel to the Company and to
the Guarantor, which opinions shall be from counsel satisfactory to
the Bank, and in form and substance satisfactory to the Bank.
4.9 ADDITIONAL INFORMATION. Such other information and
documents as may reasonably be required by the Bank and its counsel.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
5.1 REPRESENTATIONS AND WARRANTIES OF THE COMPANY. To induce
the Bank to issue the Letter of Credit, the Company represents and
warrants to the Bank that:
(a) The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of its jurisdiction of
incorporation. The Company has all corporate powers and all material
governmental licenses, authorizations, consents and approvals required
to carry on its business as now conducted.
(b) The execution, delivery and performance by the Company
of this Agreement are within the Company's corporate powers, have been
duly authorized by all necessary corporate action of the Company,
require, in respect of the Company, no action by or in respect of, or
filing with, any governmental body, agency or official and do not
contravene, or constitute a default under, any provision of law or
regulation applicable to the Company or the restated certificate of
incorporation or by-laws of the Company or any judgment, injunction,
order, decree or material ("material" for the purposes of this
representation meaning creating a liability of $5,000,000 or more)
agreement binding upon the
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Company or result in the creation or imposition of any lien, security
interest or other charge or encumbrance on any asset of the Company.
(c) This Agreement, has been duly executed and delivered by
the Company and is the legal, valid, and binding obligation of the
Company enforceable against the Company in accordance with its terms,
except as the enforceability thereof may be limited by the effect of
any applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' rights generally and by general
principles of equity.
(d) Since December 31, 1993, there has been no material
adverse change in the financial position or results of operations of
the Company.
(e) Except as previously disclosed in writing by the
Company to the Bank prior to the date hereof, there is no action, suit
or proceeding pending against the Company, or to the knowledge of the
Company threatened against the Company, before any court or arbitrator
or any governmental body, agency or official in which there is a
reasonable possibility of an adverse decision which could materially
adversely affect the financial position or results of operations of
the Company or which in any manner draws into question the validity of
this Agreement.
ARTICLE VI
AFFIRMATIVE COVENANTS OF COMPANY
6.1 AFFIRMATIVE COVENANTS. The Company covenants and agrees
that so long as the Letter of Credit shall be outstanding, and until
payment in full of all Drawings made under the Letter of Credit, the
Company will (unless the Bank shall otherwise consent in writing):
(a) COMPLIANCE WITH LAWS, ETC. Comply in all material
respects, with all applicable laws, rules, regulations and orders to
the extent noncompliance therewith would have a material adverse
effect on the Company, such compliance to include, without limitation,
the paying before the same become delinquent of all taxes, assessments
and governmental charges imposed upon it or upon its property except
to the extent contested in good faith.
(b) PRESERVATION OF CORPORATE EXISTENCE, ETC. Preserve and
maintain its corporate existence, rights (charter and statutory), and
franchises; PROVIDED, HOWEVER, that the Company shall not be required
to preserve any right or franchise if the Company shall determine that
the preservation thereof is no longer desirable in the conduct of the
business of the Company, and that the loss thereof is not
disadvantageous in any material respect to the Banks.
(c) REPORTING REQUIREMENTS. Furnish to the Bank the
following:
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(i) immediately following the occurrence of each Event
of Default, a statement of a director knowledgeable about the
Company's financial affairs setting forth details of such Event
of Default and the action which it proposes to take with respect
thereto;
(ii) as soon as available, and in any event within 90
days after the end of each fiscal year, a statement of a director
knowledgeable about the Company's financial affairs stating that
no Event of Default under Article VIII of this Agreement has
occurred and is continuing or, if an Event of Default has
occurred and is continuing, a statement as to the nature thereof
and the action which it proposes to take with respect thereto;
(iii) as soon as available, and in any event within
sixty (60) days after the close of each of the first three (3)
quarters of each fiscal year of the Company, the unaudited
balance sheet of the Company as at the end of such quarter and
the related statements of income and cash flows of the Company
for such quarter and for the elapsed portion of the fiscal year
ended with the last day of such quarter, in each case setting
forth comparative figures for the related periods in the prior
fiscal year, prepared in accordance with GAAP, all of which shall
be certified by a director knowledgeable about the Company's
financial affairs, subject to normal year-end audit adjustments;
(iv) as soon as available, and in any event within
ninety (90) days after the close of each fiscal year of the
Company, a copy of the audited financial statements for such year
for the Company, including therein a balance sheet of the Company
as at the end of such fiscal year and the related statements of
income and cash flows of the Company for such fiscal year
prepared in accordance with GAAP; and
(v) such other information with respect to the
Company's business, properties, or its condition or operations,
financial or otherwise, as the Bank may from time to time
reasonably request.
ARTICLE VII
NEGATIVE COVENANTS OF COMPANY
7.1 NEGATIVE COVENANTS. The Company covenants and agrees that
so long as the Letter of Credit shall be outstanding, and until
payment in full of all Drawings made under the Letter of Credit, the
Company will not (unless the Bank shall otherwise consent in writing):
(a) CORPORATE REORGANIZATIONS. Wind up, liquidate,
dissolve itself, reorganize, merge or consolidate with or into,
or convey, sell, assign, transfer, lease, or otherwise dispose of
(whether in one transaction or a series of transactions) all or
substantially all of its assets (whether now owned or hereafter
acquired) to, any Person, except if the corporation into which
the Company is merged or a corporation formed by such
consolidation or the Person acquiring all or substantially all of
the Company's assets:
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(i) shall be a corporation organized and existing
under the laws of a "Qualified Caribbean Basin Country" (as
defined in Section 936(d)(4)(B) of the Code);
(ii) shall assume, by an instrument in form and
substance satisfactory to the Bank, the due and punctual payment
of the Obligation, as fully as if such successor had been the
Company; and
(iii) immediately after such transaction no event shall
occur and be continuing which constitutes an Event of Default.
(b) NEGATIVE PLEDGE. Create, incur, assume, or suffer to
exist any mortgage, deed of trust, pledge, lien, security
interest, hypothecation, assignment, deposit arrangement, charge,
or encumbrance (including, without limitation, any conditional
sale, or other retention agreement, or finance lease) of any
nature, upon or with respect to any of its assets or properties,
now owned or hereafter acquired, or sign or file under the
Uniform Commercial Code of any jurisdiction, a financing
statement which names the Company as a debtor, or sign any
security agreement authorizing any secured party thereunder to
file such financing statement, except:
(i) mortgages, deeds of trust, pledges, liens,
security interests, assignments, deposit arrangements, or other
preferential arrangements, charges, or encumbrances in favor of
the Bank;
(ii) liens for taxes or assessments or other
governmental charges or levies if not yet due and payable or, if
due and payable, if they are being contested in good faith by
appropriate proceedings and for which appropriate reserves are
maintained;
(iii) pledges in favor of Guarantor;
(iv) undetermined or inchoate liens or charges
incidental to the construction, operation,
maintenance, development of oil and gas fields off
the coast of Trinidad and Tobago by the Company;
(v) obligations or duties of the Company to any
municipality or Governmental Authority with
respect to any franchise, grant, license, permit,
or similar arrangement;
(vi) judgment liens the aggregate amount of which does
not exceed $5,000,000, or the aggregate amount of
which is greater, if such greater amount is stayed
by appeal, or which has been appealed and secured,
if necessary, by the filing of an appeal bond;
(vii)the pledge of hydrocarbons produced or recovered
from any property, an interest in which is owned
or leased by the Company;
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(viii)the pledge of current assets to secure current
liabilities, if in the ordinary course of business; and
(ix) mechanics' and/or materialmen's liens.
ARTICLE VIII
EVENTS OF DEFAULT
8.1 EVENTS OF DEFAULT. An "Event of Default" shall exist if any
one or more of the following events (herein collectively called
"EVENTS OF DEFAULT") shall occur and be continuing:
(a) the Company shall fail to deposit funds into the Cash
Collateral Account as described in Section 3.2(a) or otherwise to
reimburse the Bank for the amount of any Drawing (and such failure
continues for one (1) Business Day), to pay interest on the
Obligation, or to pay any fees (including without limitation the
Letter of Credit Fee) when the same becomes due and payable hereunder;
or
(b) any representation or warranty made by (i) the Company
(or any of its officers) under or in connection with this Agreement or
(ii) the Guarantor under or in connection with the Guaranty, shall
prove to have been incorrect in any material respect when made or
deemed made and such materiality is continuing; or
(c) the Company shall fail to perform or observe any term,
covenant or agreement contained in SECTIONS 6.1 or 7.1 or shall fail
to perform or observe any other term, covenant or agreement contained
in this Agreement on its part to be performed or observed if, in the
case of such other term, covenant or agreement, such failure shall
remain unremedied for 30 days after written notice thereof shall have
been given to the Company by the Bank; or
(d) the Company shall fail to pay any principal of or
premium or interest on any Debt (other than the Loan) which is
outstanding in the principal amount of at least $5,000,000 in the
aggregate, of the Company, when the same becomes due and payable
(whether by scheduled maturity, required prepayment, acceleration,
demand or otherwise), and such failure shall continue after the
applicable grace period, if any, specified in the agreement or
instrument relating to such Debt; or any other event shall occur or
condition shall exist under any agreement or instrument relating to
any such Debt and shall continue after the applicable grace period, if
any, specified in such agreement or instrument, if the effect of such
event or condition is to accelerate the maturity of such Debt; or any
such Debt shall be declared to be due and payable, or required to be
prepaid (other than by a regularly scheduled required prepayment or as
a result of the giving of notice of a voluntary prepayment), prior to
the stated maturity thereof; or
(e) the Company shall generally not pay its debts as such
debts become due, or shall admit in writing its inability to pay its
debts generally, or shall make a general assignment for the benefit of
creditors; or any proceeding shall be instituted by or against the
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Company seeking to adjudicate it as bankrupt or insolvent, or seeking
liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief or composition of it or its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of
debtors, or seeking the entry of an order for relief or the
appointment of a receiver, trustee or other similar official for it or
for any substantial part of its property and, in the case of any such
proceeding instituted against it (but not instituted by it), shall
remain undismissed or unstayed for a period of 60 days; or the Company
shall take any corporate action to authorize any of the actions set
forth above in this subsection (e); or
(f) one or more judgments, decrees, orders for the payment
of money in excess of $5,000,000 in the aggregate shall be rendered
against the Company and such judgments, decrees, or orders shall
continue unsatisfied and in effect for a period of thirty (30)
consecutive days without being vacated, discharged, satisfied, stayed
or bonded pending appeal;
(g) the Company shall cease to be wholly-owned by Guarantor
either directly or indirectly; or
(h) the occurrence of any of the events described in
SECTION 3.3, and the delivery of notice of such occurrence to the
Company.
8.2 REMEDIES UPON EVENT OF DEFAULT. If an Event of Default
shall occur and be continuing, then (a) the Company shall pay to the
Bank immediately the unpaid amount of any of the remainder of the
Obligation then due and owing to the Bank without presentment, demand,
protest or any notice of any kind, all of which are hereby expressly
waived by the Company and (b) the Bank may, at its election, by notice
in writing given to the Beneficiary, declare the Letter of Credit to
be terminated, effective seven (7) days after the date of the
Beneficiary's receipt of such notice of termination.
ARTICLE IX
MISCELLANEOUS
9.1 WAIVER. No failure to exercise, and no delay in exercising,
on the part of Bank, any right hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise thereof preclude any
other further exercise thereof or the exercise of any other right.
The rights of Bank hereunder shall be in addition to all other rights
provided by law. No modification or waiver of any provision of this
Agreement, nor consent to departure therefrom, shall be effective
unless in writing and no such consent or waiver shall extend beyond
the particular case and purpose involved. No notice or demand given
in any case shall constitute a waiver of the right to take other
action in the same, similar or other instances without such notice or
demand.
9.2 NOTICES. Except where otherwise provided herein, all
instructions, notices and other communications to be given to any
party hereto shall be in writing and shall be personally delivered or
sent by first-class mail, or by telecopier, and shall be deemed to be
given for purposes of this Agreement on the day when delivered or sent
(except if sent by certified mail
-15-
<PAGE>
they shall be deemed to be given on the 5th Business Day after the day
on which mailed) to the intended party at its address or telecopier
number specified below (or as such party may specify to the other
parties in writing). Any requirement that notice be given to any
person under this Agreement shall be deemed to require notice to every
person listed below. The addresses of the Bank and the Company for
notices are:
If to Bank: Credit Suisse
12 E. 49th Street
New York, New York 10017
Attention: Hazel Leslie
Telephone: (212) 612-8055
Telecopier: (212) 612-8368
with a copy to:Credit Suisse
Houston Representative Office
1100 Louisiana, Suite 4750
Houston, Texas 77002
Attention: Donald W. Herrick, Jr.
Vice President
Telephone: (713) 751-0300
Telecopier: (713) 751-0702
If to Company: Enron Gas & Oil Trinidad Limited
Second Floor, The Mutual Center
16 Queens Park West
Port of Spain
Republic of Trinidad and Tobago
British West Indies
Attention: General Manager
Telephone: (809) 622-8653
Telecopier: (809) 628-4218
with a copy to:Enron Gas & Oil Trinidad Limited
1400 Smith Street
Houston, Texas 77002
Attention: Walter S. Wilson, Director
Telephone: (713) 853-5012
Telecopier: (713) 646-8062
Any party may change its address for purposes of this Agreement by
giving notice of such change to the other parties pursuant to this
SECTION 9.2.
9.3 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND
-16-
<PAGE>
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE
APPLICABLE FEDERAL LAWS OF THE UNITED STATES OF AMERICA.
9.4 INVALID PROVISIONS. If any provision of this Agreement is
held to be illegal, invalid, or unenforceable under present or future
laws effective during the term of this Agreement, such provision shall
be fully severable and this Agreement shall be construed and enforced
as if such illegal, invalid or unenforceable provision had never
comprised a part of this Agreement, and the remaining provisions of
this Agreement shall remain in full force and effect and shall not be
affected by the illegal, invalid or unenforceable provision or by its
severance from this Agreement, unless such continued effectiveness of
this Agreement, as modified, would be contrary to the basic
understandings and intentions of the parties as expressed herein.
9.5 ENTIRETY AND AMENDMENTS. This Agreement and the documents,
instruments and agreements referred to herein embody the entire
agreement between the parties and supersedes all prior agreements and
understandings, if any, relating to the subject matter hereof, and
this Agreement may be amended only by an instrument in writing
executed by an authorized officer of Company and the Bank. The
Company hereby agrees that the terms and provisions of this Agreement
shall be applicable to any amendment, modification or supplement
hereinafter made to the Letter of Credit with the written consent of
the Company and the Bank, with the same force and effect as if such
amendment, modification or supplement had been fully described herein.
9.6 HEADINGS. Section headings are for convenience of reference
only and shall in no way affect the interpretation of this Agreement.
9.7 TERM OF AGREEMENT. This Agreement shall remain in full
force and effect until the later of the payment in full of the
Obligation and the expiration of the Letter of Credit (or return and
cancellation of the Letter of Credit).
9.8 INDEMNITY. To the fullest extent permitted by law, the
Company hereby agrees to indemnify the Bank and hold the Bank harmless
from and against any and all claims, damages, losses, liabilities,
costs or expenses which may arise or be asserted against the Bank in
connection with the Letter of Credit, provided, however, that such
indemnity shall not apply to any such claims, damages, losses,
liabilities, costs or expenses caused by, arising from or existing
solely by reason of (a) any wrongful breach by the Bank of any of its
obligations under this Agreement or the Letter of Credit or (b) the
gross negligence or willful misconduct of the Bank. In the event the
Bank is restrained or enjoined from payment to the Beneficiary under
the Letter of Credit pursuant to any judicial, governmental or
quasi-governmental proceeding, the Company agrees to (i) reimburse the
Bank for all costs and attorneys' fees reasonably incurred by the Bank
in connection with (A) such proceeding and (B) any actions or claims
of the Beneficiary against the Bank resulting from or notwithstanding
such restraint or injunction, and (ii) extend the period during which
Company's Obligation shall remain in full force and effect for as long
a period of time as the expiration date of the Letter of Credit is
extended by virtue of such restraint or injunction.
-17-
<PAGE>
9.9 LIMITATION OF LIABILITY. The Bank shall not be liable for
(a) any acts or omission of the Beneficiary; (b) the form, accuracy,
authority of persons signing, or legal effect of any documents
required under the Letter of Credit provided such documents appear on
their face to be in order; (c) the failure of any draft to bear any
reference or adequate reference to the Letter of Credit; (d) errors,
omissions, interruptions or delays in transmission or delivery of any
messages, however sent; and (e) without limiting the foregoing, any
action taken or omitted by the Bank in good faith in connection with
the validity, sufficiency, or genuineness of any document or
instrument presented to the Bank in connection with the Letter of
Credit provided such document or instrument appears on its face to be
in order, even if such document or instrument should in fact prove to
be in any or all respects invalid, fraudulent, or forged.
9.10 OBLIGATIONS ABSOLUTE. The obligations of the Company under
this Agreement shall be absolute, unconditional (except insofar as the
duty to reimburse future Drawings represents contingent obligations)
and irrevocable and shall be paid and performed strictly in accordance
with the terms hereof. To the maximum extent permitted by applicable
law the liability of the Company under this Agreement shall not be
affected by the occurrence of any event or circumstance including,
without limitation, any of the following: (a) any lack of validity or
enforceability of all or any part of the Guaranty; (b) the amendment
or waiver of all or any of the terms of any or all of the Guaranty; or
(c) the existence of any claim, set-off, defense or other right which
the Company may have at any time against the Bank, the Beneficiary or
any transferee of the Letter of Credit, or any other person or entity,
whether in connection with this Agreement, the Letter of Credit, the
transactions contemplated herein or therein, or any unrelated
transaction or matter.
9.11 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All of the
representations and warranties by the Company herein shall survive
delivery of this Agreement and the issuance of the Letter of Credit,
and any investigation at any time made by or on behalf of the Bank
shall not diminish the Bank's right to rely thereon.
9.12 PARTICIPATIONS. The Bank may sell or grant participations
in any of its rights or duties hereunder or under the Letter of
Credit.
9.13 CONFIDENTIALITY. The Bank agrees that it will use
reasonable efforts not to disclose without the prior consent of the
Company (other than to its employees, auditors or counsel) any
information with respect to the Company which is furnished pursuant to
this Agreement and which is designated by the Company to the Bank in
writing as confidential, provided that the Bank may disclose any such
information, (a) as has become generally available to the public, (b)
as may be required or appropriate in any report, statement or
testimony submitted to any regulatory body having or claiming to have
jurisdiction over the Bank (whether in the United States or
elsewhere), (c) as may be required or appropriate in response to any
summons or subpoena or in connection with any litigation, and (d) in
order to comply with any law, order, regulation or ruling applicable
to the Bank, and (e) to a prospective participant in connection with
any contemplated transfer of any participation interest in the
Agreement, and the obligations of the Company under this Agreement,
provided, that such prospective participant executes an agreement with
the Bank containing provisions substantially identical to those
contained in this SECTION 9.13.
-18-
<PAGE>
9.14 RIGHT OF SET-OFF. Upon the occurrence of, and during the
continuance of, an Event of Default, the Bank is hereby authorized at
any time and from time to time, to the fullest extent permitted by
law, to set off and apply against the Obligation, any and all balances
in every deposit account of the Company with the Bank or any
affiliate, office, or agency of the Bank now or at any time hereafter
existing, any and all other rights or claims of the Company against
the Bank and any affiliate, office, or agency of the Bank and any and
all money, instruments, securities, documents, chattel paper, or other
property rights of the Company which may now or at anytime hereafter
be in possession or custody or under control of the Bank or any
affiliate, office, or agency of the Bank, and the proceeds, products,
and accessions of and to any thereof. The Bank agrees to notify the
Company after any such set-off and application made by the Bank,
PROVIDED that the failure to give such notice shall not affect the
validity of such set-off and application. The rights of the Bank
under this Section 9.14 are in addition to other rights and remedies
(including, without limitation other rights of set-off) which the Bank
may have.
9.15 COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute one and
the same agreement.
EXECUTED as of the date first set forth above.
COMPANY:
ENRON GAS & OIL TRINIDAD LIMITED
By:
Name: W. C. Wilson
Title: Director
BANK:
CREDIT SUISSE, a Swiss banking
corporation, acting through its New York
Branch
By:
Name: Geoffrey M. Craig
Title: Member of Senior Management
By:
Name: William P. Murray
Title: Member of Senior Management
-19-
<PAGE>
EXHIBIT A
IRREVOCABLE DIRECT-PAY LETTER OF CREDIT
March 8, 1994
Letter of Credit No. ______________
Caribbean Regional Development Investment Trust
c/o Banco Central Hispano-Puerto Rico, as Trustee
221 Ponce de Leon Avenue, Suite 1115
San Juan, Puerto Rico 00919
Attention: Corporate Trust Officer
Dear Sirs:
We hereby establish, at the request and for the account of Enron
Gas & Oil Trinidad Limited (the "Account Party"), in your favor, our
Irrevocable Direct-Pay Letter of Credit No.
__________________________, in the amount of $31,861,111.11 (such
amount, as reduced and reinstated from time to time in accordance with
the provisions hereof, being the "Stated Amount"), of which (i) an
amount not exceeding $31,000,000 (such amount, as reduced from time to
time in accordance with the provisions hereof, being the "Principal
Component") may be drawn upon with respect to the payment of principal
of that certain loan made pursuant to that certain Credit Agreement,
dated as of March 8, 1994, between you and the Account Party (the
"Loan") and (ii) an amount not exceeding $861,111.11 (100 days accrued
interest on the then effective Principal Component at the rate of 10%
per annum) (such amount, as reduced and reinstated from time to time
in accordance with the provisions hereof, being the "Interest
Component") may be drawn upon with respect to the payment of interest
accrued on the Loan.
We hereby irrevocably authorize you to draw on us, in accordance
with the terms and conditions hereof, (i) in one or more drawings by
one or more of your drafts drawn on us (each such drawing being an
"Interest Drawing") and accompanied by your written and completed
certificate in substantially the form of ANNEX I attached hereto, an
amount not exceeding $861,111.11 (as such amount is reduced and
reinstated from time to time in accordance with the provisions
hereof), with respect to payment when due of interest accrued on the
Loan; (ii) in one or more drawings by one or more of your drafts drawn
on us (each such drawing being a "Principal Drawing") and accompanied
by your written and completed certificate in substantially the form of
ANNEX II attached hereto, an amount not exceeding $31,000,000 (as such
amount is reduced from time to time in accordance with the provisions
hereof), with respect to the payment when due of the principal of the
Loan; and (iii) in a single drawing by your draft drawn on us (such
drawing being the "Final Drawing") and accompanied by your written and
completed certificate in substantially the form of ANNEX III attached
hereto, an amount not exceeding $31,861,111.11 (as such amount is
reduced and reinstated from time to time in accordance with the
provisions hereof), with respect to the payment, upon the acceleration
of the principal of and interest accrued on the Loan. Funds under
this Letter of Credit are available to you against your sight draft(s)
drawn on us, stating on their face "Drawn under Credit Suisse,
Irrevocable Direct-Pay Letter of Credit No. ________________
<PAGE>
Caribbean Regional Development March 8, 1994
Investment Trust Letter of Credit No. __________
Page 2
and accompanied by your written and completed certificate
substantially in the form of ANNEX I, or ANNEX II, or ANNEX III
attached hereto, as appropriate. All drawings under this Letter of
Credit will be paid, in accordance with the terms and conditions of
this Letter of Credit, with our own funds.
Each Principal Drawing honored by us hereunder shall
automatically and irrevocably reduce (i) the Principal Component (and
the amount available to be drawn hereunder by subsequent Principal
Drawings) by an amount equal to the amount of such Principal Drawing,
and (ii) the Interest Component (and the amount available to be drawn
hereunder by subsequent Interest Drawings) to an amount equal to 100
days accrued interest, at the rate of 10% per annum (computed as
described below), on the then effective Principal Component; and such
reductions shall automatically and irrevocably result in corresponding
aggregate reductions in (A) the Stated Amount, and (B) the amount
available to be drawn hereunder by a subsequent Final Drawing.
Each Interest Drawing honored by us hereunder shall automatically
reduce the Interest Component (and the amount available to be drawn
hereunder by subsequent Interest Drawings) by an amount equal to the
amount of such Interest Drawing; and such reduction shall
automatically result in corresponding reductions in (i) the Stated
Amount, and (ii) the amount available to be drawn hereunder by a
subsequent Final Drawing. If you shall not have received from us,
within 4 calendar days after the honoring by us of any Interest
Drawing notice to the effect that we have not been reimbursed for such
Interest Drawing or that any other "Event of Default" has occurred and
is continuing under the Letter of Credit and Reimbursement Agreement,
dated as of March 8, 1994 (the "Letter of Credit Agreement"), between
the Account Party and us, pursuant to which this Letter of Credit is
issued (such notice being the "Notice of Non-Reinstatement"), the
Interest Component (and the amount available to be drawn hereunder by
subsequent Interest Drawings) shall be automatically reinstated,
effective on the 5th calendar day after the honoring by us of such
Interest Drawing, to an amount equal to 100 days accrued interest at
the rate of 10% per annum (computed as described below) on the then
effective Principal Component. Each such reinstatement of the
Interest Component (and the amount available to be drawn hereunder by
subsequent Interest Drawings) shall automatically result in
corresponding reinstatements of (A) the Stated Amount, and (B) the
amount available to be drawn hereunder by a subsequent Final Drawing.
In computing, as of any date, accrued interest on the then
effective Principal Component, interest shall be computed for such
amount at the rate of 10% per annum and on the basis of a year of 360
days and the actual number of days elapsed.
Demand for payment may be made by you under this Letter of Credit
at any time during our business hours at our address set forth below
on a Business Day (as hereinafter defined). If a demand for payment
is made by you under this Letter of Credit at or prior to 11:00 A.M.,
New York time, on a Business Day, and provided that such demand for
payment
<PAGE>
Caribbean Regional Development March 8, 1994
Investment Trust Letter of Credit No. __________
Page 3
and the documents presented in connection therewith conform to the
terms and conditions hereof, payment shall be made to you, in
accordance with your payment instructions, of the amount demanded, in
immediately available funds, not later than 4:00 P.M., New York time,
on the same Business Day. If a demand for payment if made by you
under this Letter of Credit after 11:00 A.M., New York time, on a
Business Day, and provided such demand for payment and the documents
presented in connection therewith conform to the terms and conditions
hereof, payment shall be made to you, in accordance with your payment
instructions, of the amount demanded, in immediately available funds,
not later than 4:00 P.M., New York time, on the next succeeding
Business Day. Payment under this Letter of Credit shall be made by
wire transfer of Federal Reserve Bank of New York funds to your
account at a bank on the Federal Reserve wire system or by deposit of
same day funds into a designated account that you maintain with us.
As used in this Letter of Credit the term "Business Day" shall mean
any day that is not (i) a Saturday, (ii) a Sunday or (iii) another day
on which commercial banks in the City of New York, New York, Port of
Spain, Trinidad, or San Juan, Puerto Rico are authorized or required
by law or executive order to close.
If a demand for payment made by you under this Letter of Credit
does not, in any instance, conform to the terms and conditions of this
Letter of Credit, we shall give you prompt notice that such demand for
payment was not effected in accordance with the terms and conditions
of this Letter of Credit, stating the reasons therefor and that we are
holding any documents at your disposal or are returning the same to
you as you may elect. Upon being notified that a demand for payment
made by you under this Letter of Credit was not effected in conformity
with this Letter of Credit, you may attempt to correct such
nonconforming demand for payment if, and to the extent that you are
entitled (without regard to the provisions of this sentence) and able
to do so.
This Letter of Credit shall expire at 4:00 P.M., New York time,
on the earliest to occur of the following dates (the "Termination
Dates"): (i) May 11, 1998, (ii) the date on which you surrender this
Letter of Credit to us, accompanied by your written statement
certifying that the Loan has been paid in full (or provision has been
made for such payment) or are otherwise no longer entitled to the
benefits of this Letter of Credit; (iii) the date which is the 7th
calendar day after the date on which you receive notice from us to the
effect that this Letter of Credit is terminated by reason of
occurrence and continuance of an "Event of Default" under the Letter
of Credit Agreement (such notice being the "Notice of Termination");
and (iv) the date on which we honor your Final Drawing hereunder.
Only you may make a drawing under this Letter of Credit. Upon
the payment to you, in accordance with your payment instructions, of
the amount specified in any draft drawn under this Letter of Credit,
we shall be fully discharged of our obligation under this Letter of
Credit in respect of such draft, to you or to any other person
(including the holder of the Loan) who may have made to you or the
Account Party or makes to you or to the Account Party a demand for
payment with respect to the Loan.
<PAGE>
Caribbean Regional Development March 8, 1994
Investment Trust Letter of Credit No. __________
Page 4
This Letter of Credit sets forth in full our undertaking, and
such undertaking shall not in any way be modified, amended, amplified
or limited by reference to any document, instrument or agreement
referred to herein (including, without limitation, the Letter of
credit Agreement and the Loan), except for the drafts and the
certificates referred to herein; and any such reference shall not be
deemed to incorporate herein by reference any document, instrument or
agreement except for such drafts and certificates. References to this
Letter of Credit include the certificates attached hereto.
This Letter of Credit shall be governed by the laws of the State
of New York including, without limitation, Article 5 of the Uniform
Commercial Code as in effect in the State of New York and the Uniform
Customs and Practice for Documentary Credits in effect on the date of
the issue of this Letter of Credit.
All demands for payment under this Letter of Credit, as well as
all notices and other communications to us with respect to this Letter
of Credit, shall be in writing and shall be addressed to us at One
Liberty Plaza, New York, New York 10006, Attention: Letter of Credit
Department, or by facsimile to our facsimile number (212) 238-2121, or
at any other office of facsimile number in New York, New York which
may be designated by us by written notice delivered to you.
Very truly yours,
CREDIT SUISSE, a Swiss banking corporation,
acting through its New York Branch
By:
Name:
Title:
By:
Name:
Title:
<PAGE>
Annex I to
Irrevocable Direct-Pay
Letter of Credit
INTEREST
DRAWING CERTIFICATE
Reference is made to that certain Irrevocable Direct-Pay Letter
of Credit No. _____________ dated March 8, 1994 (the "LETTER OF
CREDIT"), in the face amount of $31,861,111.11 issued by Credit
Suisse, a Swiss banking corporation, acting through its New York
Branch for the account of Enron Gas & Oil Trinidad Limited ( the
"COMPANY") and for the benefit of Caribbean Regional Development
Investment Trust (the "BENEFICIARY").
The undersigned, a duly authorized representative of the
Beneficiary, hereby certifies that:
1. The Beneficiary is making a demand for payment under the
Letter of Credit with respect to the payment of interest accrued on
the Loan which is due and payable on ________________ (the "Payment
Date").
2. The amount of the draft accompanying this Certificate (i)
represents $_______________ being drawn by the Beneficiary under the
Letter of Credit with respect to the payment of the account of
interest accrued on the Loan which is due on the Payment Date, (ii)
was computed in accordance with the provisions of the Loan, (iii) does
not exceed the amount of the Interest Component or the amount
available to be drawn under the Letter of Credit by Interest Drawings
as in effect on the Payment Date, and (iv) has not been and is not the
subject of a prior or contemporaneous demand for payment under the
Letter of Credit.
<PAGE>
Annex I to
Irrevocable Direct-Pay
Letter of Credit
INTEREST
DRAWING CERTIFICATE
Page Two
The Beneficiary hereby acknowledges that, pursuant to the terms
of the Letter of Credit, (A) the honoring by the Bank of the Interest
Drawing made by this Certificate shall automatically reduce the
Interest Component to $_______________ and the amount available to be
drawn under the Letter of Credit by subsequent Interest Drawings to
$_________________ (such reduction being in an amount equal to the
amount of the draft accompanying this Certificate, as set forth in
clause (i) of paragraph (2) of this Certificate); and (B) such
reduction shall automatically result in corresponding reductions in
(i) the Stated Amount, and (ii) the amount available to be drawn under
the Letter of Credit by a subsequent Final Drawing. The Interest
Component and the amount available to be drawn under the Letter of
Credit in subsequent Interest Drawings are subject to reinstatement
pursuant to the terms of the Letter of Credit.
IN WITNESS WHEREOF, the Beneficiary has executed and delivered
this Certificate as of the ______ day of ____________________.
CARIBBEAN REGIONAL
DEVELOPMENT INVESTMENT TRUST
By:
Printed Name:
Title:
<PAGE>
Annex II to
Irrevocable Direct-Pay
Letter of Credit
PRINCIPAL
DRAWING CERTIFICATE
Reference is made to that certain Irrevocable Direct-Pay Letter
of Credit No. _____________ dated March 8, 1994 (the "LETTER OF
CREDIT"), in the face amount of $31,861,111.11 issued by Credit
Suisse, a Swiss banking corporation, acting through its New York
Branch for the account of Enron Gas & Oil Trinidad Limited ( the
"COMPANY") and for the benefit of Caribbean Regional Development
Investment Trust (the "BENEFICIARY").
The undersigned, a duly authorized representative of the
Beneficiary, hereby certifies that:
1. The Beneficiary is making a demand for payment under the
Letter of Credit with respect to the payment of interest accrued on
the Loan which is due and payable on ________________ (the "Payment
Date").
2. The amount of the draft accompanying this Certificate (i)
represents $______________, being drawn by the Beneficiary under the
Letter of Credit with respect to the payment of the account of
interest accrued on the Loan which is due on the Payment Date, (ii)
was computed in accordance with the provisions of the Loan, (iii) does
not exceed the amount of the Interest Component or the amount
available to be drawn under the Letter of Credit by Interest Drawings
as in effect on the Payment Date, and (iv) has not been and is not the
subject of a prior or contemporaneous demand for payment under the
Letter of Credit.
<PAGE>
Annex II to
Irrevocable Direct-Pay
Letter of Credit
PRINCIPAL
DRAWING CERTIFICATE
Page Two
The Beneficiary hereby acknowledges that, pursuant to the terms
of the Letter of Credit, (A) the honoring by the Bank of the Principal
Drawing made by this Certificate shall automatically and irrevocably
reduce (1) the Principal Component to $___________________ and the
amount available to be drawn under the Letter of Credit by subsequent
Principal Drawings to $______________________ (such reduction being in
an amount equal to the amount of such Principal Drawing, as set forth
in clause (i) of paragraph (2) of this Certificate), and (2) the
Interest Component and the amount available to be drawn under the
Letter of Credit by subsequent Interest Drawings to an amount equal to
$________________________ (100 days accrued interest computed as
provided in the Letter of Credit) on the then effective Principal
Component; and (B) such reductions shall automatically and irrevocably
result in corresponding aggregate reductions in (i) the Stated Amount
to $______________________, and (ii) the amount available to be drawn
under the Letter of Credit by a subsequent Final Drawing to
$______________________.
IN WITNESS WHEREOF, the Beneficiary has executed and delivered
this Certificate as of the ______ day of __________________________.
CARIBBEAN REGIONAL
DEVELOPMENT INVESTMENT TRUST
By:
Printed Name:
Title:
<PAGE>
Annex III to
Irrevocable Direct-Pay
Letter of Credit
FINAL
DRAWING CERTIFICATE
Reference is made to that certain Irrevocable Direct-Pay Letter
of Credit No. _____________ dated March 8, 1994 (the "LETTER OF
CREDIT"), in the face amount of $31,861,111.11 issued by Credit
Suisse, a Swiss banking corporation, acting through its New York
Branch for the account of Enron Gas & Oil Trinidad Limited (the
"COMPANY") and for the benefit of Caribbean Regional Development
Investment Trust (the "BENEFICIARY").
The undersigned, a duly authorized representative of the
Beneficiary, hereby certifies that:
1. The Beneficiary is making a demand for payment under the
Letter of Credit with respect to the payment, upon the acceleration of
the principal of, and interest accrued on, the Loan which is due and
payable on ___________________________ (the "Payment Date").
2. The amount of the draft accompanying this Certificate (i)
represents (a) $__________________, being drawn by the Beneficiary
under the Letter of Credit with respect to the payment of the
principal of the Loan which is due on the Payment Date, plus (b)
$__________________, being drawn by the Beneficiary under the Letter
of Credit with respect to the payment of interest accrued on the Loan
which is due on the Payment Date, (ii) was computed in accordance with
the provisions of the Loan, (iii) does not exceed the amount available
for a Final Drawing under the Letter of Credit, and (iv) has not been
and is not the subject of a prior or contemporaneous demand for
payment under the Letter of Credit.
<PAGE>
Annex III to
Irrevocable Direct-Pay
Letter of Credit
FINAL
DRAWING CERTIFICATE
Page Two
3. The aggregate amounts being drawn by the Beneficiary under
the Letter of Credit with respect to the payment of principal of and
interest accrued on the Loan, as set forth in sub-clauses (a) and (b)
of clause (i) of paragraph (2) of the Certificate, do not exceed the
respective amounts of the Principal Component and the Interest
Component, in each case, as in effect on the Payment Date.
IN WITNESS WHEREOF, the Beneficiary has executed and delivered
this Certificate as of the ______ day of ___________________________.
CARIBBEAN REGIONAL
DEVELOPMENT INVESTMENT TRUST
By:
Printed Name:
Title:
<PAGE>
EXHIBIT 10.44
PARENT GUARANTY
THIS PARENT GUARANTY (as the same may be amended or supplemented
from time to time, this "GUARANTY") is made and entered into as of
this 8th day of March, 1994, by ENRON OIL & GAS COMPANY, a Delaware
corporation ("GUARANTOR"), in favor of CREDIT SUISSE, a Swiss banking
corporation, acting through its New York Branch (the "BANK").
WHEREAS, pursuant to that certain Letter of Credit and
Reimbursement Agreement dated as of the date hereof (as from time to
time amended, supplemented or otherwise modified, the "REIMBURSEMENT
AGREEMENT"), between Enron Gas & Oil Trinidad Limited (the "Obligor")
and the Bank, the Bank has agreed to issue a letter of credit in the
stated amount of $31,861,111.11 (the "Letter of Credit") for the
account of the Obligor and for the benefit of Caribbean Regional
Development Investment Trust;
WHEREAS, Guarantor intends this Guaranty to be an inducement for
the Bank to accept the terms of and enter into the Reimbursement
Agreement and to issue the Letter of Credit, which the Bank would not
be willing to do unless Guarantor executes and delivers this Guaranty;
NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and to induce the Bank
to accept the terms of the Reimbursement Agreement and to issue the
Letter of Credit, Guarantor, intending to be legally bound by this
Guaranty, hereby agrees as follows:
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
Section 1.01. CERTAIN DEFINED TERMS. As used in this Agreement,
the following terms shall have the following meanings (such meanings
to be equally applicable to both the singular and plural forms of the
terms defined):
"BANKRUPTCY LAW" means Title 11 of the United States Code
entitled "Bankruptcy" as now or hereinafter in effect, or any
successor thereto.
"BUSINESS DAY" means any day that is not (i) a Saturday, (ii) a
Sunday, or (iii) another day on which (a) commercial banks in the City
of New York, New York, Port of Spain, Trinidad, or San Juan, Puerto
Rico are authorized or required by law or order to close or (b) the
New York Stock Exchange is not open for trading.
"CODE" means, as appropriate, the Internal Revenue Code of 1986,
as amended, or any successor Federal tax code, and any reference to
any statutory provision shall be deemed to be a reference to any
successor provision or provisions.
"CONSOLIDATED" refers to the consolidation of the accounts of
Guarantor and its Subsidiaries in accordance with GAAP.
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"CREDIT AGREEMENT" means the Credit Agreement to be executed
among Enron Oil & Gas Company, the banks named therein, and Texas
Commerce Bank, N.A., as Administrative Agent, as such Credit Agreement
is in effect on the date of execution thereof.
"DEBT" shall have the meaning ascribed to such term in the Credit
Agreement.
"EVENTS OF DEFAULT" has the meaning specified in Section 5.01.
"ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time, and the regulations promulgated
and rulings issued thereunder from time to time.
"ERISA AFFILIATE" means any trade or business (whether or not
incorporated) which is a member of a group of which Guarantor is a
member and which is under common control within the meaning of the
regulations under Section 414 of the Code.
"GAAP" means generally accepted accounting principles, in effect
from time to time, consistently applied.
"GUARANTEED OBLIGATIONS" means all indebtedness, obligations, and
liabilities of the Obligor to the Bank arising out of, under, or in
connection with the Reimbursement Agreement and the Letter of Credit,
and any and all legal and other expenses and costs incurred by the
Bank in connection therewith or in connection with enforcing the
Reimbursement Agreement or this Guaranty, and the due and punctual
performance and observance by the Obligor of each and every agreement,
covenant, and condition in the Reimbursement Agreement and the Letter
of Credit.
"GUARANTOR MATERIAL ADVERSE EFFECT" means a material adverse
effect on (a) Guarantor and its Subsidiaries, taken as a whole, or (b)
Guarantor's ability to perform its obligations under this Guaranty.
"INSUFFICIENCY" means, with respect to any Plan, the amount, if
any, by which the present value of the vested benefits under such Plan
exceeds the fair market value of the assets of such Plan allocable to
such benefits.
"MULTIEMPLOYER PLAN" means a "multiemployer plan" as defined in
Section 4001(a)(3) of ERISA to which Guarantor or any ERISA Affiliate
is making or accruing an obligation to make contributions, or has
within any of the preceding five plan years made or accrued an
obligation to make contributions.
"MULTIPLE EMPLOYER PLAN" means an employee benefit plan, other
than a Multiemployer Plan, subject to Title IV of ERISA to which
Guarantor or any ERISA Affiliate, and one or more employers other than
Guarantor or an ERISA Affiliate, is making or accruing an obligation
to make contributions during any of the five plan years preceding the
date of termination of such plan.
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"OPERATIVE DOCUMENTS" means the Reimbursement Agreement, the
Letter of Credit, and any agreement, instrument, certificate, or
document now or hereafter executed by the Obligor in connection with
the obligations under the Reimbursement Agreement and the Letter of
Credit.
"PBGC" means the Pension Benefit Guaranty Corporation.
"PERSON" means an individual, sole proprietorship, partnership,
corporation, business trust, joint stock company, trust,
unincorporated association, joint venture, not-for-profit corporation
or other entity, sovereign government or agency, instrumentality, or
political subdivision thereof.
"PLAN" means an employee benefit plan (other than a Multiemployer
Plan) which is (or, in the event that any such plan has been
terminated within five years after a transaction described in Section
4069 of ERISA, was) maintained for employees of Guarantor or any ERISA
Affiliate and covered by Title IV of ERISA.
"PRINCIPAL SUBSIDIARY" means at any time of determination any
Subsidiary having consolidated assets in excess of $100,000,000. For
purposes of this definition, consolidated assets shall be determined
based on the most recent quarterly or annual financial statements
available prior to such determination.
"SUBSIDIARY" means any corporation of which more than 50% of the
outstanding capital stock having ordinary voting power to elect a
majority of the board of directors of such corporation or others
performing similar functions (irrespective of whether or not at the
time capital stock of any class or classes of such corporation shall
or might have voting power upon the occurrence of any contingency) is
at the time directly or indirectly owned by Guarantor.
"TERMINATION EVENT" means (i) a "reportable event", as such term
is described in Section 4043 of ERISA (other than a "reportable event"
not subject to the provision for 30-day notice to the PBGC), or an
event described in Section 4062(e) of ERISA, or (ii) the withdrawal of
Guarantor or any ERISA Affiliate from a Multiple Employer Plan during
a plan year in which it was a "substantial employer", as such term is
defined in Section 4001(a)(2) of ERISA, or the incurrence of liability
by Guarantor or any ERISA Affiliate under Section 4064 of ERISA upon
the termination of a Multiple Employer Plan, or (iii) the distribution
of a notice of intent to terminate a Plan pursuant to Section
4041(a)(2) of ERISA or the treatment of a Plan amendment as a
termination under Section 4041 of ERISA, or (iv) the institution of
proceedings to terminate a Plan by the PBGC under Section 4042 of
ERISA, or (v) any other event or condition which might constitute
grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Plan.
"WITHDRAWAL LIABILITY" has the meaning set forth under Part I of
Subtitle E of Title IV of ERISA.
ARTICLE II
THE GUARANTY
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Section 2.01. GUARANTY.
(a) Guarantor hereby absolutely, irrevocably, and
unconditionally guarantees to the Bank the due and punctual payment
and performance of all of the Guaranteed Obligations, whether at
maturity, at any stated prepayment date or earlier, by reason of
acceleration, or otherwise.
(b) If for any reason whatsoever an event of default under
the Operative Documents occurs and the Obligor shall fail or be unable
duly, punctually, and fully to pay or perform any of the Guaranteed
Obligations, then Guarantor shall pay or cause to be paid to the Bank,
or perform or cause to be performed pursuant to the terms of the
Operative Documents, the Guaranteed Obligations.
Section 2.02. GUARANTOR'S OBLIGATION UNCONDITIONAL. The
obligations of Guarantor hereunder shall be absolute and
unconditional, irrespective of (a) the validity, regularity or
enforceability of the Operative Documents or of the obligations
thereunder, (b) any present or future law or order of any government
(whether of right or in fact) or of any agency thereof purporting to
reduce, amend or otherwise affect any obligation of the Obligor or to
vary the terms of payment, (c) any action taken by the Bank in the
exercise of any right, power or remedy or any failure or omission to
enforce any right, power or remedy, and (d) any other circumstance
whatsoever (with or without notice to or knowledge of Guarantor) which
may or might in any manner or to any extent vary the risks of
Guarantor hereunder or otherwise constitute a legal or equitable
discharge of a surety or Guarantor, it being the intent of Guarantor
that this Guaranty and Guarantor's obligations shall be absolute and
unconditional under any and all circumstances and shall not be
discharged except by final payment and performance of the Guaranteed
Obligations.
Section 2.03. CONSENT. From time to time, without notice to or
further consent of Guarantor and without affecting the liability of
Guarantor hereunder, Guarantor hereby agrees that (and consents to)
(a) any of the Guaranteed Obligations may be extended or renewed in
whole or in part, (b) any payment, performance or observance by the
Obligor may be waived, modified or extended in whole or in part,
(c) any other indulgence may be granted by the Bank, (d) the payment
or any obligation may be accelerated in accordance with any agreement
between the Obligor and the Bank, and (e) any other guaranty,
collateral or other security for any financial accommodation may be
exchanged, surrendered, or otherwise dealt with as the Bank may
determine.
Section 2.04. WAIVERS OF NOTICE. Guarantor hereby waives notice
of acceptance of this Guaranty and of the granting of any financial
accommodation and further waives any requirement of diligence or
promptness, notice of default by the Obligor, any and all presentment,
demand of payment, protest or notice of nonpayment or protest or of
the exchange, sale, surrender or other handling or disposition of any
other guaranty, collateral or other security, any requirement that the
Bank exhaust any right, power or remedy or proceed against the Obligor
under any of the Operative Documents or against any other Person under
any other guaranty of, or security for, any of the Guaranteed
Obligations, and any and all other notices and demands whatsoever.
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Section 2.05. WAIVERS OF DEFENSE. To the fullest extent
permitted by law, Guarantor unconditionally waives any defenses based
upon any legal disability of the Obligor whether (i) consensual, (ii)
arising by operation of law, (iii) as a result of any bankruptcy,
insolvency or debtor-relief proceeding, or (iv) from any other cause.
Guarantor further waives any duty of the Bank to advise Guarantor of
any information known to the Bank regarding the financial condition of
the Obligor and all other circumstances affecting the Obligor's
ability to perform its obligations to the Bank, it being agreed that
Guarantor assumes the responsibility for being and keeping informed
regarding such condition or any such circumstances.
Section 2.06. NO SUBROGATION; BANKRUPTCY; NO DISCHARGE.
(a) GUARANTOR HEREBY WAIVES ANY AND ALL RIGHTS OF
SUBROGATION, INDEMNITY, CONTRIBUTION, OR REIMBURSEMENT IN RESPECT OF
THE GUARANTEED OBLIGATIONS; ANY BENEFIT OF, OR RIGHT TO ENFORCE ANY
REMEDY THAT THE BANK NOW HAS OR MAY HEREAFTER HAVE AGAINST THE OBLIGOR
IN RESPECT OF THE OBLIGATIONS OR AGAINST ANY PROPERTY NOW OR HEREAFTER
HELD BY THE BANK AS SECURITY FOR THE GUARANTEED OBLIGATIONS; AND ANY
AND ALL SIMILAR RIGHTS GUARANTOR MAY HAVE AGAINST THE OBLIGOR UNDER
APPLICABLE LAW OR OTHERWISE IN RESPECT OF THE GUARANTEED OBLIGATIONS.
If, notwithstanding the foregoing, any amount shall be paid to
Guarantor on account of any such subrogation, indemnity, contribution,
or reimbursement rights in respect of the Guaranteed Obligations, then
such amount shall be held in trust for the benefit of the Bank and
shall forthwith be paid to the Bank to be credited and applied against
the Guaranteed Obligations, whether matured, unmatured, absolute, or
contingent, as the Bank may see fit in its discretion.
(b) Notwithstanding anything to the contrary contained
herein, this Guaranty shall continue to be effective or be reinstated,
as the case may be, if at any time payment, or any part thereof, of
any or all of the Guaranteed Obligations are rescinded, invalidated,
declared to be fraudulent or preferential, or otherwise required to be
restored or returned by the Bank or any other Person upon the
insolvency, bankruptcy or reorganization of the Obligor or otherwise,
or if the proceeds of any collateral are required to be returned by
the Bank or any other Person under any circumstances or if the Bank or
any other Person elect to return such payment or proceeds or any part
thereof in its sole discretion, all as though such payment or
application of proceeds had not been made. Without limiting the
generality of the foregoing, if prior to any such rescission,
invalidation, declaration, restoration, or return, this Guaranty shall
have been canceled or surrendered, then this Guaranty shall be
reinstated in full force and effect, and such prior cancellation or
surrender shall not diminish, release, discharge, impair, or otherwise
affect the obligations of Guarantor in respect of the amount of the
affected payment or application of proceeds.
(c) Notwithstanding (i) any modification, discharge, or
extension of the Guaranteed Obligations; (ii) any disallowance of all
or any portion of the Bank's or any other Person's claim for repayment
of the Guaranteed Obligations; (iii) any use of cash or other
collateral in any bankruptcy or reorganization case; (iv) any
agreement or stipulation as to adequate protection in any bankruptcy
or reorganization case; (v) any failure by the Bank or any other
Person to file or enforce a claim against the Obligor or the Obligor's
estates in any
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bankruptcy or reorganization case; or (vi) any amendment,
modification, stay, or cure of the Bank's, the Obligor's, or any other
Person's rights that may occur in any bankruptcy or reorganization
case or proceeding concerning the Obligor, whether permanent or
temporary, and whether assented to by the Bank, the Obligor, or any
other Person, Guarantor hereby agrees that Guarantor shall be obliged
hereunder to pay the Guaranteed Obligations and discharge Guarantor's
other obligations in accordance with the terms of the Guaranteed
Obligations and the terms of this Guaranty.
Section 2.07. SUBORDINATION. Guarantor hereby agrees that any
and all present and future debts and obligations of the Obligor to
Guarantor and any and all claims of Guarantor against the Obligor, or
any of its properties, howsoever arising, shall be subordinate and
subject in right of payment to the prior payment, in full, of the
Guaranteed Obligations.
Section 2.08. CERTAIN RIGHTS AND POWERS OF THE BANK.
(a) The Bank may proceed to protect and enforce any or all
of its rights by suit in equity or action at law, or by other
appropriate proceedings, whether for the specific performance of any
covenants or agreements contained in the Operative Documents or to
take any action authorized or permitted under applicable law. Each
and every remedy of the Bank shall, to the extent permitted by law, be
cumulative and shall be in addition to any other remedy given
hereunder or under the Operative Documents or now or hereafter
existing at law or in equity.
(b) At the option of the Bank, Guarantor may be joined in
any action or proceeding commenced by the Bank in connection with or
based on any of the Operative Documents or any of the transactions
contemplated thereby, and recovery may be had against Guarantor in
such action or proceeding or in any independent action or proceeding
against Guarantor, without any requirement that the Bank first assert,
prosecute, or exhaust any remedy or claim against the Obligor or any
collateral security or guaranty in respect of the Guaranteed
Obligations.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Section 3.01. Guarantor hereby represents and warrants to the
Bank that the following statements shall be true and correct on and as
of the Closing Date:
(a) ORGANIZATION AND AUTHORITY. Guarantor has the
requisite corporate power, authority, and legal right to execute,
deliver and perform this Guaranty, and Guarantor has taken all
necessary corporate action to authorize the execution, delivery and
performance of this Guaranty. This Guaranty violates no contractual
provisions entered into by Guarantor, nor any law. No consent of any
other Person (including, without limitation, stockholders or creditors
of Guarantor), and no consent, license, permit, approval or
authorization of, exemption by, filing, or declaration with, any
governmental authority, is required in connection with the execution,
delivery, performance, validity or enforceability of this Guaranty by
or against
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Guarantor. This Guaranty has been duly executed and delivered
by Guarantor, and this Guaranty constitutes the legal, valid, and
binding obligation of Guarantor enforceable against it in accordance
with its terms.
(b) FINANCIAL STATEMENTS. The audited Consolidated balance
sheet of Guarantor and its Subsidiaries as of December 31, 1992, and
the related audited Consolidated statements of income, cash flows and
changes in shareholders' equity accounts of Guarantor for the fiscal
year ended on said date and the unaudited Consolidated balance sheet
of the Guarantor and its Subsidiaries as of September 30, 1993, and
the related unaudited Consolidated statements of income, cash flows
and changes in shareholders' equity accounts for the fiscal quarter
then ended, present fairly, in conformity with GAAP, the Consolidated
financial condition of Guarantor and its Subsidiaries at the date of
said statements and the Consolidated results of the operations of
Guarantor and its Subsidiaries for said fiscal periods. Since
December 31, 1992, there has been no material adverse change in the
Consolidated financial position, or Consolidated results of operations
of Guarantor and its Subsidiaries considered as a whole or Guarantor's
ability to perform its obligations under the Operative Documents or
other credit agreements to which it is a party.
(c) PENDING LITIGATION. Except as disclosed in Guarantor's
Form 10-K for the year ended December 31, 1992 or the Guarantor's Form
10-Q for each of the quarters ended March 31, 1993, June 30, 1993 and
September 30, 1993, there is no action, suit, or proceeding pending
against Guarantor or any of its Subsidiaries or, to the knowledge of
Guarantor, threatened against Guarantor or any of its Subsidiaries,
before any court or arbitrator or any governmental body, agency, or
official in which there is a reasonable possibility of an adverse
decision which would materially adversely affect the Consolidated
financial position, or Consolidated results of operations of Guarantor
and its Subsidiaries taken as a whole, or which could reasonably be
expected to have a Guarantor Material Adverse Effect.
(d) SUBSIDIARIES. Each of the Subsidiaries (including,
without limitation, the Obligor) is a corporation duly incorporated,
validly existing, and in good standing under the laws of its
jurisdiction of incorporation. Each of the Subsidiaries has all
corporate powers and all governmental licenses, authorizations,
consents, and approvals required to carry on its business as now
conducted, except where such failures to have such licenses,
authorizations, consents, and approvals could not, in the aggregate,
reasonably be expected to have a Guarantor Material Adverse Effect.
(e) ENFORCEABILITY. This Guaranty is legal, valid, and
binding obligation, enforceable against Guarantor in accordance with
its terms, except as the enforceability thereof may be limited by the
effect of any applicable bankruptcy, insolvency, reorganization,
moratorium, or similar laws affecting creditors' rights generally and
by general principles of equity.
(f) NO DEFAULT. No event has occurred and no condition
exists which, with the giving of notice or the passage of time, or
both, would constitute an Event of Default.
(g) CONSENTS. The execution, delivery and performance by
Guarantor of this Guaranty does not require the consent or the
approval or authorization of, or filing, registration,
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or qualification with, any Person or any Federal, state, or local
government on the part of Guarantor as a condition to such execution,
delivery, consummation, and compliance.
(h) ERISA. No Termination Event has occurred or is
reasonably expected to occur with respect to any Plan for which an
Insufficiency in excess of $50,000,000 exists. Neither Guarantor nor
any ERISA Affiliate has received any notification that any
Multiemployer Plan is in reorganization or has been terminated, within
the meaning of Title IV of ERISA, and Guarantor is not aware of any
reason to expect that any Multiemployer Plan is to be in
reorganization or to be terminated within the meaning of Title IV of
ERISA, for which a Withdrawal Liability in excess of $50,000,000
exists.
(i) TAXES. United States Federal income tax returns of
Guarantor and its Subsidiaries have been examined and closed through
the fiscal year ended December 31, 1987. Guarantor and its
Subsidiaries have filed all United States Federal income tax returns
and all other material domestic tax returns which to the knowledge of
Guarantor are required to be filed by them and have paid or provided
for the payment before the same become delinquent of all taxes shown
to be due on such returns or pursuant to any assessment received by
Guarantor or any Subsidiary, other than those taxes contested in good
faith by appropriate proceedings. The charges, accruals and reserves
on the books of Guarantor and its Subsidiaries in respect of taxes
are, in the opinion of Guarantor, adequate to the extent required by
GAAP.
(j) STATUS.
(i) Neither Guarantor nor any of its Subsidiaries is or is
controlled by an "investment company" within the meaning of the
Investment Company Act of 1940, as amended; and
(ii) Neither Guarantor nor any Principal Subsidiary is a
"holding company", a "subsidiary company" of a "holding company",
an "affiliate" of a "holding company", or an "affiliate" of a
"subsidiary company" of a "holding company", in each case as such
term is defined in the Public Utility Holding Company Act of
1935, as amended.
ARTICLE IV
COVENANTS
Section 4.01. GUARANTOR'S AFFIRMATIVE COVENANTS. Guarantor
covenants and agrees with the Bank that so long as any of the
Operative Documents shall remain in effect or any Guaranteed
Obligations shall remain unsatisfied, Guarantor will:
(a) COMPLIANCE WITH LAWS, ETC. Comply, and cause each of
the Subsidiaries to comply, with all applicable laws, rules,
regulations and orders to the extent noncompliance therewith would
have a material adverse effect on the assets or business of Guarantor
and the Subsidiaries taken as a whole, such compliance to include,
without limitation, paying before the same become delinquent all
taxes, assessments and governmental charges imposed upon it or upon
its property except to the extent contested in good faith.
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(b) REPORTING REQUIREMENTS. Furnish to the Bank:
(i) as soon as available and in any event within 75
days after the end of each of the first three quarters of
each fiscal year of Guarantor, a copy of Guarantor's
quarterly report on Form 10-Q for such quarter as filed with
the Securities and Exchange Commission, which report will
include Guarantor's quarterly unaudited financial statements
as of the end of and for such quarter;
(ii) as soon as available and in any event within 135
days after the end of each fiscal year of Guarantor, a copy
of the annual report on Form 10-K for such year for
Guarantor as filed with the Securities and Exchange
Commission, which annual report will include Guarantor's
annual audited Consolidated financial statements as of the
end of and for such year;
(iii) simultaneously with the delivery of each of
the annual or quarterly reports referred to in clauses (i)
and (ii) above, a certificate of the chief financial officer
or the chief accounting officer of Guarantor in a form
acceptable to the Bank (x) setting forth in reasonable
detail the calculations required to establish whether
Guarantor was in compliance with the requirements of Section
4.01(g) on the date of the financial statements contained in
such report, and (y) stating whether there exists on the
date of such certificate any Event of Default or event
which, with the giving of notice or lapse of time, or both,
would constitute an Event of Default, and, if so, setting
forth the details thereof and the action which Guarantor has
taken and proposes to take with respect thereto;
(iv) as soon as possible and in any event within five
days after an executive officer of Guarantor becomes aware
of the occurrence of each Event of Default and each event
which, with the giving of notice or lapse of time, or both,
would constitute an Event of Default, continuing on the date
of such statement, a statement of the chief financial
officer of Guarantor setting forth details of such Event of
Default or event and the action which Guarantor has taken
and proposes to take with respect thereto;
(v) promptly after the sending or filing thereof,
copies of all reports which Guarantor sends to any of its
public securityholders, and copies of all reports on Forms
10-K, 10-Q and 8-K (or any comparable form) and registration
statements (other than registration statements relating to
stock options or other employee benefit plans or to
secondary offerings of securities and excluding the exhibits
relating to any registration statement) which Guarantor
files with the Securities and Exchange Commission or any
national securities exchange;
(vi) as soon as possible and in any event (A) within 30
Business Days after Guarantor or any ERISA Affiliate knows
or has reason to know that any Termination Event described
in clause (i) of the definition of Termination Event
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with respect to any Plan for which an Insufficiency in
excess of $50,000,000 exists, has occurred and (B) within 10
Business Days after Guarantor or any ERISA Affiliate knows
or has reason to know that any other Termination Event with
respect to any Plan for which an Insufficiency in excess of
$50,000,000 exists, has occurred or is reasonably expected
to occur, a statement of the chief financial officer or
chief accounting officer of Guarantor describing such
Termination Event and the action, if any, which Guarantor or
such ERISA Affiliate proposes to take with respect thereto;
(vii) promptly and in any event within five
Business Days after receipt thereof by Guarantor or any
ERISA Affiliate, copies of each notice received by Guarantor
or any ERISA Affiliate from the PBGC stating its intention
to terminate any Plan for which an Insufficiency in excess
of $50,000,000 exists, or to have a trustee appointed to
administer any Plan for which an Insufficiency in excess of
$50,000,000 exists;
(viii) promptly and in any event within five
Business Days after receipt thereof by Guarantor or any
ERISA Affiliate from the sponsor of a Multiemployer Plan, a
copy of each notice received by Guarantor or any ERISA
Affiliate indicating liability in excess of $50,000,000
incurred or expected to be incurred by Guarantor or any
ERISA Affiliate in connection with (A) the imposition of a
Withdrawal Liability by a Multiemployer Plan, (B) the
determination that a Multiemployer Plan is, or is expected
to be, in reorganization within the meaning of Title IV of
ERISA, (C) the termination of a Multiemployer Plan within
the meaning of Title IV of ERISA;
(ix) such other information respecting the condition or
operations, financial or otherwise (including an annual
report or reports on oil and gas reserves of Guarantor and
the Subsidiaries), of Guarantor as the Bank may from time to
time reasonably request.
(c) MAINTENANCE OF INSURANCE. Maintain, and cause each of
the Principal Subsidiaries to maintain insurance with responsible and
reputable insurance companies or associations in such amounts and
covering such risks as is usually carried by companies engaged in
similar businesses and owning similar properties in the same general
areas in which Guarantor or such Principal Subsidiary operates,
provided that self-insurance by Guarantor or any such Principal
Subsidiary shall not be deemed a violation of this covenant to the
extent that companies engaged in similar businesses and owning similar
properties in the same general areas in which Guarantor or such
Principal Subsidiary operates self-insure. Guarantor may maintain its
Principal Subsidiaries' insurance on behalf of them.
(d) PRESERVATION OF CORPORATE EXISTENCE, ETC. Preserve and
maintain, and cause each of the Principal Subsidiaries to preserve and
maintain, its corporate existence, rights (charter and statutory), and
franchises; PROVIDED, HOWEVER, that this Section 4.01(d) shall not
apply to any transactions permitted by Section 4.02(a) and shall not
prevent the termination of existence, rights and franchises of any
Principal Subsidiary pursuant to any merger or consolidation to which
such Principal Subsidiary is a party; and provided, further, that
Guarantor or any Principal Subsidiary shall not be required to
preserve any right or franchise if Guarantor or such Principal
Subsidiary shall determine that the preservation thereof is no longer
desirable in the conduct of the business of Guarantor or such
Principal Subsidiary, as the case may be, and that the loss thereof is
not disadvantageous in any material respect to the Bank.
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(e) VISITATION RIGHTS. At any reasonable time and from
time to time, after reasonable notice, permit the Bank to examine the
records and books of account of, and visit the properties of Guarantor
and to discuss the affairs, finances and accounts of Guarantor with
any of their respective officers or directors.
(f) DEBT TO CAPITALIZATION RATIO. Maintain at all times a
ratio of (i) Total Debt (as such term is defined in the Credit
Agreement) to (ii) Total Capitalization (as such term is defined in
the Credit Agreement) equal to or less than 0.5.
Section 4.02. NEGATIVE COVENANTS. Guarantor covenants and
agrees with the Bank that so long as any of the Operative Documents
shall remain in effect or any Guaranteed Obligations shall remain
unsatisfied, Guarantor will not:
(a) MERGERS, ETC. Merge or consolidate with or into, or
permit any Principal Subsidiary to merge or consolidate with or into,
any Person, unless (i) in the case of Guarantor, Guarantor is the
surviving corporation and is not a Subsidiary of any other Person
other than Enron Corp., or (ii) in the case of any Principal
Subsidiary, Guarantor or, if Guarantor is not a party to such merger
or consolidation, a Subsidiary of Guarantor, in which the interest
owned, directly or indirectly, by Guarantor is at least equal to the
interest owned, directly or indirectly, by Guarantor in the merging or
consolidating Subsidiary is the surviving or resulting corporation,
provided in each case referred to in clause (i) or (ii) of this
sentence that, immediately after giving effect to such proposed
transaction, no Event of Default or event which, with the giving of
notice or lapse of time, or both, would constitute an Event of Default
would exist.
(b) COMPLIANCE WITH ERISA. (i) Terminate, or permit any
ERISA Affiliate to terminate, any Plan so as to result in any
liability of Guarantor or any ERISA Affiliate to the PBGC in excess of
$50,000,000, or (ii) permit circumstances which give rise to a
Termination Event described in clause (ii), (iv) or (v) of the
definition of Termination Event with respect to a Plan so as to result
in any liability in excess of $50,000,000 of Guarantor or any ERISA
Affiliate to PBGC.
Section 4.03. COMPLIANCE WITH COVENANTS UNDER CREDIT AGREEMENT.
Guarantor will not fail to perform or observe any term, covenant, or
agreement contained in Sections 5.01 and 5.02 of the Credit Agreement.
The terms, covenants, and agreements in Section 5.01 and 5.02 shall
have the same force and effect as if fully recited herein, shall be
deemed to have been made in favor of the Bank, shall survive the
termination or expiration of the Credit Agreement (or Guarantor's
obligations thereunder) and, notwithstanding any such termination or
expiration of the Credit Agreement (or Guarantor's obligations
thereunder), shall continue to inure to the benefit of the Bank. Any
amendment or modification to any of the terms, covenants, or
agreements contained in Sections 5.01 and 5.02 of the Credit Agreement
shall not be operative and shall have no force and effect with respect
to Guarantor and the Bank pursuant to this Guaranty and such terms,
covenants, and agreements contained in Sections 5.01 and 5.02 shall be
deemed to remain as written, without regard to any such amendment or
modification.
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<PAGE>
ARTICLE V
EVENTS OF DEFAULT
Section 5.01. EVENT OF DEFAULT. If any of the following events
shall occur it shall constitute an "EVENT OF DEFAULT" hereunder:
(a) Guarantor shall fail to observe or perform any covenant
or agreement contained in this Guaranty;
(b) Guarantor shall fail to maintain, or cause to be
maintained, the validity and effectiveness of each Operative Document;
(c) Guarantor or any of its Principal Subsidiaries shall
generally not pay its debts as such debts become due, or shall admit
in writing its inability to pay it debts generally, or shall make a
general assignment for the benefit of creditors; or any proceeding
shall be instituted by or against Guarantor or any of its Principal
Subsidiaries seeking to adjudicate it as bankrupt or insolvent, or
seeking liquidation, winding up, reorganization, arrangement,
adjustment, protection, relief, or composition of it or its debts
under any Bankruptcy Law or seeking the entry of an order for relief
or the appointment of a receiver, trustee, or other similar official
for it or for any substantial part of its property and, in the case of
any such proceeding instituted against it (but not instituted by it),
shall remain undismissed or unstayed for a period of 60 days;
(d) Guarantor or any of its Principal Subsidiaries shall
take any corporate action to authorize any of the actions set forth
above in Section 5.01(c);
(e) (i) Any Debt which is outstanding in a principal
amount of at least $50,000,000 in the aggregate of Guarantor or any of
its Principal Subsidiaries shall be declared to be due and payable, or
required to be prepaid (other than by a regularly scheduled required
prepayment or as a result of the giving of notice of voluntary
prepayment), prior to the stated maturity thereof; or
(ii) Any other event shall occur or condition shall
exist under any agreement or instrument relating to any Debt which is
outstanding in a principal amount of at least $50,000,000 in the
aggregate of Guarantor or any of its Principal Subsidiaries and shall
continue after the applicable grace period, if any, specified in such
agreement or instrument, if the maturity of such Debt is accelerated
as a result of the effect of such event or condition; or
(f) (i) Any Termination Event as defined in clause (ii),
(iv) or (v) of the definition thereof with respect to a Plan shall
have occurred and, 30 days after notice thereof shall have been given
to Guarantor by the Bank, (A) such Termination Event shall still exist
and (B) the sum (determined as of the date of occurrence of such
Termination Event) of the liabilities to the PBGC resulting from all
such Termination Events is equal to or greater than $100,000,000; or
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<PAGE>
(ii) Guarantor or any ERISA Affiliate shall have been
notified by the sponsor of a Multiemployer Plan that it has incurred
Withdrawal Liability to such Multiemployer Plan in an amount which,
when aggregated with all other amounts required to be paid to
Multiemployer Plans in connection with Withdrawal Liabilities
(determined as of the date of such notification), exceeds $100,000,000
or requires payments exceeding $50,000,000 per annum; or
(iii) Guarantor or any ERISA Affiliate shall have been
notified by the sponsor of a Multiemployer Plan that such
Multiemployer Plan is in reorganization or is being terminated, within
the meaning of Title IV of ERISA, if as a result of such
reorganization or termination the aggregate annual contributions of
the Guarantor and its ERISA Affiliates to all Multiemployer Plans
which are then in reorganization or being terminated have been or will
be increased over the amounts contributed to such Multiemployer Plans
for the respective plan years which include the date hereof by an
amount exceeding $50,000,000 in the aggregate; or
(g) Any judgment, decree or order for the payment of money
in excess of $50,000,000 shall be rendered against Guarantor or any of
its Principal Subsidiaries and remains unsatisfied and either (i)
enforcement proceedings shall have been commenced by any creditor upon
such judgment, decree, or order, or (ii) there shall be any period of
60 consecutive days during which a stay of enforcement of such
judgment, decree, or order, by reason of a pending appeal or
otherwise, shall not be in effect; or
(h) Any representation or warranty of Guarantor set forth
herein or in any Operative Document or in any certificate, notice,
demand, request, or other document delivered to the Bank in connection
herewith or therewith shall prove to have been incorrect in any
material respect when made or deemed made and such materiality is
continuing.
Section 5.02. WAIVER OF DEFAULT. No waiver by the Bank of any
Event of Default shall in any way be, or be construed to be, a waiver
of any further or subsequent Event of Default.
ARTICLE VI
MISCELLANEOUS
Section 6.01. TERM OF GUARANTY. This Guaranty and all
guarantees, covenants, and agreements of Guarantor contained herein
shall continue in full force and effect and shall not be discharged
until such time as all of the obligations of Guarantor hereunder and
all of the obligations (including the Guaranteed Obligations) of the
Obligor under the Operative Documents shall be duly and completely
paid or performed.
Section 6.02. SUCCESSORS AND ASSIGNS. This Guaranty shall
continue in full force and effect and be binding upon Guarantor and
the successors and assigns of Guarantor notwithstanding the release of
Guarantor or any other party liable upon or in respect of the
Guaranteed Obligations. Guarantor may not assign or otherwise
transfer this instrument or any obligations hereunder without the
prior written consent of the Bank. The Bank may assign this Guaranty
or any rights or powers hereunder, with any or all of the underlying
liabilities or obligations the payment of which is guaranteed
hereunder. As used in this Guaranty, the term
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<PAGE>
"Bank" shall in all respects mean and include CREDIT SUISSE, NEW YORK
BRANCH and its successors, assigns, or participants.
Section 6.03. PARAGRAPH HEADINGS. THE paragraph headings
inserted in this Guaranty have been included for convenience only and
are not intended, and shall not be construed, to limit or define in
any way the substance of any paragraph contained herein.
Section 6.04. NOTICES. Except where otherwise provided herein,
all instructions, notices and other communications to be given to any
party hereto shall be in writing and shall be personally delivered or
sent by first-class mail, or by telecopier, and shall be deemed to be
given for purposes of this Guaranty on the day when delivered or sent
(except if sent by certified mail they shall be deemed to be given on
the 5th Business Day after the day on which mailed) to the intended
party at its address or telecopier number specified below (or as such
party may specify to the other parties in writing). Any requirement
that notice be given to any person under this Guaranty shall be deemed
to require notice to every person listed below. The addresses of the
Bank and Guarantor for notices are:
If to Bank: Credit Suisse
12 E. 49th Street
New York, New York 10017
Attention: Hazel Leslie
Telephone: (212) 612-8055
Telecopier: (212) 612-8368
with a copy to:Credit Suisse
Houston Representative Office
1100 Louisiana, Suite 4750
Houston, Texas 77002
Attention: Donald W. Herrick, Jr.
Vice President
Telephone: (713) 751-0300
Telecopier: (713) 751-0702
If to Guarantor:Enron Oil & Gas Company
1400 Smith Street
Houston, Texas 77002
Attention: Senior Vice President and
Chief Financial Officer
Telephone: (713) 853-5012
Telecopier: (713) 646-8062
Any party may change its address for purposes of this Agreement by
giving notice of such change to the other parties pursuant to this
Section 6.04.
Section 6.05. AMENDMENTS AND WAIVERS. Neither this Guaranty nor
any term hereof may be changed, waived, discharged, or terminated
except by a written instrument executed by Guarantor and the Bank.
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<PAGE>
Section 6.06. FURTHER ASSURANCES. GUARANTOR hereby agrees to
execute and deliver all such instruments and take all such action as
the Bank may from time to time reasonably request in order fully to
effectuate the purposes of this Guaranty.
Section 6.07. EFFECTIVENESS OF THE GUARANTY. Any provision of
this Guaranty which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.
Section 6.08. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE
AGREEMENT. All representations, warranties, and covenants made by
Guarantor herein or made in writing by or on behalf of Guarantor in
connection herewith shall survive the execution and delivery of this
Guaranty, the transfer by the Bank of the Operative Documents, or
portion thereof or interest therein and the payment and performance of
the Guaranteed Obligations, and may be relied upon by any assignee of
the Bank, regardless of any investigation made at any time by or on
behalf of the Bank or any assignee of the Bank. Subject to the
preceding sentence, this Guaranty embodies the entire agreement and
understanding between the Bank and the undersigned and supersedes all
prior agreements and understandings relating to the subject matter
hereof.
Section 6.09. GOVERNING LAW. THIS GUARANTY SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK.
Section 6.10. RIGHT OF SET-OFF. Upon the occurrence of and
during the continuance of an Event of Default, the Bank is hereby
authorized at any time and from time to time to the fullest extent
permitted by law, to set-off and apply against any and all obligations
of Guarantor now or hereafter existing under this Guaranty, (i) any
and all balances in every deposit account of Guarantor with the Bank
now or at any time hereafter existing, (ii) any and all other rights
or claims of Guarantor against the Bank and (iii) any and all money,
instruments, securities, documents, chattel paper, or other property
or rights of Guarantor which may now or at any time hereafter be in
possession or custody or under control of the Bank or any office or
agency of the Bank, and the proceeds, products and accessions of and
to any thereof. The Bank agrees to promptly notify Guarantor after
any such set-off and application made by the Bank, PROVIDED that the
failure to give such notice shall not affect the validity of such
set-off and application.
Section 6.11. MISCELLANEOUS. Guarantor agrees that all payments
to be made by it hereunder shall be made to the Bank without set-off
or counterclaim in lawful currency of the United States of America in
immediately available funds through the New York Federal Reserve Bank
to the branch of the Bank located at 12 East 49th Street, New York,
N.Y. 10017, in United States Dollars.
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<PAGE>
IN WITNESS WHEREOF, the undersigned has duly executed and
delivered this Guaranty on the day and year first above written.
ENRON OIL & GAS COMPANY
By:
Name: Ben B. Boyd
Title: Vice President and Controller
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<PAGE>
EXHIBIT 22
ENRON OIL & GAS COMPANY
AND SUBSIDIARIES
Date of Where
Company Name Incorporation Incorporated
Enron Oil & Gas Company 6/12/85 Delaware
Enron Asia-Middle East Exploration
Company 1/17/85 Texas
Enron Oil Egypt Ltd. 1/11/91 Cayman Islands
Enron Oil Malaysia Inc. 5/6/85 Texas
Enron Oil Malaysia, Limited 11/17/92 Cayman Islands
Enron Exploration Company 5/27/93 Delaware
Enron Exploration Company, Trinidad 6/2/93 Delaware
Enron Trinidad Exploration Company 6/2/93 Cayman Islands
Enron Gas & Oil Trinidad Limited 11/4/92 Trinidad
Enron Exploration Company, Australia 6/2/93 Delaware
Enron Australia Exploration Company 6/2/93 Cayman Islands
Enron Exploration Australia
Pty Ltd 11/23/92 Australia
Enron Exploration Company, France 6/2/93 Delaware
Enron Exploration France S.A. 11/13/92 France
Enron Exploration Company, Russia 7/29/93 Delaware
Enron Exploration and Production
(Russia) Limited 11/9/92 Cyprus
Enron Exploration Company, Kazakhstan 7/29/93 Delaware
Enron Exploration and Production
(Kazakhstan) Limited 2/8/93 Cyprus
Enron Exploration Company,
South America 8/3/93 Delaware
Enron Exploration S.A. 12/12/91 Argentina
Enron Exploration Company,
United Kingdom 7/29/93 Delaware
Galliford Projects Nederland B.V. 12/4/81 The Netherlands
Enron Oil U.K. Limited 5/22/90 England
Enron Oil & Gas Marketing, Inc. 4/9/90 Delaware
I N Holdings, Inc. 3/13/85 Delaware
Enron Oil Canada Ltd. 4/1/82 Alberta
<PAGE>
EXHIBIT 23.1
DeGolyer and MacNaughton
One Energy Square
Dallas, Texas 75206
March 16, 1994
Enron Oil & Gas Company
1400 Smith Street
Houston, Texas 77002
Gentlemen:
We hereby consent to the references to our firm and to our opinions
delivered to Enron Oil & Gas Company, hereinafter referred to as the "Company,"
relating to our comparison of estimates prepared by us to those furnished to us
by the Company of proved oil, condensate, natural gas liquids, and natural gas
reserves of certain selected properties owned by the Company as expressed in
our letter reports dated January 23, 1992, January 20, 1993, and January 27,
1994, for estimates as of January 1, 1992, January 1, 1993, and January 1, 1994,
respectively, to be included in the section "Supplemental Information to
Consolidated Financial Statements -- Oil and Gas Producing Activities" in the
Company's Annual Report on Form 10-K for the year ended December 31, 1993, to
be filed with the Securities and Exchange Commission on or about March 23, 1994.
We also consent to the inclusion of our letter report, dated January 27, 1994,
addressed to the Company as Exhibit (24.2) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1993, to be filed with the Securities
and Exchange Commission. Additionally, we hereby consent to the incorporation
by reference of such references to our firm and to our opinions included in the
Company's Form 10-K in the Company's previously filed Registration Statement
nos. 33-42620 and 33-48358.
Very truly yours,
/s/ DeGOLYER and MacNAUGHTON
DeGOLYER and MacNAUGHTON
<PAGE>
EXHIBIT 23.2
DeGolyer and MacNaughton
One Energy Square
Dallas, Texas 75206
January 27, 1994
Enron Oil & Gas Company
1400 Smith Street
Houston, Texas 77002
Gentlemen:
Pursuant to your request, we have prepared estimates, as of
January 1, 1994, of the proved oil, condensate, natural gas liquids,
and natural gas reserves of certain selected properties in the United
States and Canada owned by Enron Oil & Gas Company, hereinafter
referred to as "Enron." The properties consist of working interests
located in the states of New Mexico, Texas, Utah, and Wyoming and in
the offshore waters of Texas in the United States and in the province
of Saskatchewan in Canada. Our estimates are reported in detail in
our "Report as of January 1, 1994 on Proved Reserves of Certain
Properties in the United States owned by Enron Oil & Gas company.
Selected Properties" and our "Report as of January 1, 1994 on Proved
Reserves of Certain Properties in Canada owned by Enron Oil & Gas
Company ... Selected Properties." We also have reviewed data provided
to us by Enron that it represents to be Enron's estimates of the
reserves, as of January 1, 1994, for the same properties as those
included in our aforementioned reports.
Proved reserves estimated by us and referred to herein are
judged to be economically producible in future years from known
reservoirs under existing economic and operating conditions and
assuming continuation of current regulatory practices using
conventional production methods and equipment. Proved reserves are
defined as those that have been proved to a high degree of certainty
by reason of actual completion, successful testing, or in certain
cases by adequate core analyses and electrical-log interpretation when
the producing characteristics of the formation are known from nearby
fields. These reserves are defined aerially by reasonable geological
interpretation of structure and known continuity of oil- or gas-saturated
material. This definition is in agreement with the definition of proved
reserves prescribed by the Securities and Exchange Commission.
Enron represents that its estimates of the proved reserves,
as of January 1, 1994, net to its leasehold interests in the
properties included in our report are as follows:
<PAGE>
Oil, Condensate, and
Natural Gas Liquids Natural Gas Net Equivalent
(thousand barrels) (million cubic feet) Million Cubic Feet
6,737 1,216,700 1,257,122
Note: Net equivalent million cubic feet is based on 1 barrel of oil,
condensate, or natural gas liquids being equivalent to 6,000 cubic
feet of gas.
Enron has advised us, and we have assumed, that its
estimates of proved oil, condensate, natural gas liquids, and natural
gas reserves are in accordance with the rules and regulations of the
Securities and Exchange Commission.
Proved reserves estimated by us for the properties included
in our reports, as of January 1, 1994, are as follows:
Oil, Condensate, and
Natural Gas Liquids Natural Gas Net Equivalent
(thousand barrels) (million cubic feet) Million Cubic Feet
6,533 1,191,431 1,230,629
Note: Net equivalent million cubic feet is based on 1 barrel of oil,
condensate, or natural gas liquids being equivalent to 6,000 cubic
feet of gas.
In making a comparison of the detailed estimates prepared by
us and by Enron of the properties involved, we have found differences,
both positive and negative, in reserve estimates for individual
fields. These differences appear to be compensating to a great extent
when considering the reserves of Enron in the properties included in
our reports, resulting in overall differences not being substantial.
It is our opinion that the reserve estimates prepared by Enron on the
properties reviewed by us and referred to above, when compared on a
net-equivalent-cubic-feet-of-gas basis, do not differ from those
prepared by us.
Submitted,
/s/ DeGOLYER and MacNAUGHTON
DeGOLYER and MacNAUGHTON
/s/ W. G. McGilvray
W. G. McGilvray, P.E.
Senior Vice President
DeGolyer and MacNaughton
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the
filing by Enron Oil & Gas Company, a Delaware corporation (the
"Company"), of its Annual Report on Form 10-K for the year ended
December 31, 1993 with the Securities and Exchange Commission, the
undersigned officer or director of the Company hereby constitutes and
appoints Forrest E. Hoglund, Walter C. Wilson and Angus H. Davis and
each of them (with full power to each of them to act alone), his true
and lawful attorney-in-fact and agent, for him and on his behalf and
in his name, place and stead, in any and all capacities, to sign,
execute and file such Annual Report on Form 10-K together with any
amendments or supplements thereto, with all exhibits and any and all
documents required to be filed with respect thereto with any
regulatory authority, granting unto said attorneys, and each of them,
full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises in
order to effectuate the same as fully to all intents and purposes as
the undersigned might or could do if personally present, hereby
ratifying and confirming all the said attorneys-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this
8th day of February, 1994.
/s/ FRED C. ACKMAN
Fred C. Ackman
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the
filing by Enron Oil & Gas Company, a Delaware corporation (the
"Company"), of its Annual Report on Form 10-K for the year ended
December 31, 1993 with the Securities and Exchange Commission, the
undersigned officer or director of the Company hereby constitutes and
appoints Forrest E. Hoglund, Walter C. Wilson and Angus H. Davis and
each of them (with full power to each of them to act alone), his true
and lawful attorney-in-fact and agent, for him and on his behalf and
in his name, place and stead, in any and all capacities, to sign,
execute and file such Annual Report on Form 10-K together with any
amendments or supplements thereto, with all exhibits and any and all
documents required to be filed with respect thereto with any
regulatory authority, granting unto said attorneys, and each of them,
full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises in
order to effectuate the same as fully to all intents and purposes as
the undersigned might or could do if personally present, hereby
ratifying and confirming all the said attorneys-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this
8th day of February, 1994.
/s/ EDWARD RANDALL, III
Edward Randall, III
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the
filing by Enron Oil & Gas Company, a Delaware corporation (the
"Company"), of its Annual Report on Form 10-K for the year ended
December 31, 1993 with the Securities and Exchange Commission, the
undersigned officer or director of the Company hereby constitutes and
appoints Forrest E. Hoglund, Walter C. Wilson and Angus H. Davis and
each of them (with full power to each of them to act alone), his true
and lawful attorney-in-fact and agent, for him and on his behalf and
in his name, place and stead, in any and all capacities, to sign,
execute and file such Annual Report on Form 10-K together with any
amendments or supplements thereto, with all exhibits and any and all
documents required to be filed with respect thereto with any
regulatory authority, granting unto said attorneys, and each of them,
full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises in
order to effectuate the same as fully to all intents and purposes as
the undersigned might or could do if personally present, hereby
ratifying and confirming all the said attorneys-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this
8th day of February, 1994.
/s/ KENNETH L. LAY
Kenneth L. Lay
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the
filing by Enron Oil & Gas Company, a Delaware corporation (the
"Company"), of its Annual Report on Form 10-K for the year ended
December 31, 1993 with the Securities and Exchange Commission, the
undersigned officer or director of the Company hereby constitutes and
appoints Forrest E. Hoglund, Walter C. Wilson and Angus H. Davis and
each of them (with full power to each of them to act alone), his true
and lawful attorney-in-fact and agent, for him and on his behalf and
in his name, place and stead, in any and all capacities, to sign,
execute and file such Annual Report on Form 10-K together with any
amendments or supplements thereto, with all exhibits and any and all
documents required to be filed with respect thereto with any
regulatory authority, granting unto said attorneys, and each of them,
full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises in
order to effectuate the same as fully to all intents and purposes as
the undersigned might or could do if personally present, hereby
ratifying and confirming all the said attorneys-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this
8th day of February, 1994.
/s/ RICHARD D. KINDER
Richard D. Kinder
