Exhibit 10.6
FIRST AMENDMENT TO SUBORDINATED DEED OF TRUST,
MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF
PRODUCTION AND FINANCING STATEMENT
This First Amendment to Subordinated Deed of Trust, Mortgage, Security
Agreement, Assignment of Production and Financing Statement (this "FIRST
AMENDMENT") dated as of April 27, 2011, is executed by and between BARON ENERGY
INC., a Nevada corporation ("GRANTOR"), as successor in interest to Permian
Legend Petroleum LP, whose address is ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇, and BASELINE CAPITAL, INC., a Texas corporation (hereinafter called
"BENEFICIARY"), whose address is ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇.
RECITALS:
A. Grantor's predecessor in interest, Permian Legend Petroleum LP, ("PERMIAN"),
has heretofore executed and delivered to Beneficiary that certain subordinated
Deed of Trust, Mortgage, Security Agreement, Assignment of Production and
Financing Statement dated August 1, 2007 (the "ORIGINAL DEED OF TRUST"),
recorded in the counties listed on Schedule 1 attached hereto and made a part
hereof, to secure certain indebtedness as described in the Original Deed of
Trust, including, without limitation, that certain Promissory Note dated August
1, 2007, in the original principal amount of $500,000.00, executed by Permian
and payable to the order of Beneficiary (the "PRIOR NOTE").
B. Through a series of corporate transactions, Grantor is the successor in
interest to Permian and is obligated to Beneficiary under the Prior Note and the
Original Deed of Trust.
C. Contemporaneously with the execution hereof, Grantor has executed a new
promissory note in the original principal amount of $100,000.00 payable to
Beneficiary and dated of even date herewith (the "NEW NOTE") in renewal and
extension of the Prior Note.
D. Also contemporaneously with the execution hereof, Grantor and Beneficiary
have entered into that certain First Amended and Restated Loan Agreement dated
of even date herewith (the "RESTATED LOAN AGREEMENT"), amending and restating
the Loan Agreement defined in the Original Deed of Trust.
E. Grantor and Beneficiary desire to amend the Original Deed of Trust to reflect
the New Note and Restated Loan Agreement, and to reflect a change in the
indebtedness secured by the Original Deed of Trust.
NOW, THEREFORE, in consideration of the premises and of the debts and
trusts mentioned above, and the agreements herein contained and other good and
valuable consideration, Grantor and Beneficiary, for themselves and their
respective successors, heirs and assigns, agree as follows:
1. The definition of "GRANTOR" in the Original Deed of Trust is hereby amended
to mean Baron Energy, Inc., as successor in interest to Permian.
2. Section 1.1 and Section 1.2 of the Original Deed of Trust is hereby amended
in its entirety to read as follows:
Section 1.1 Note (whether one or more). That certain Promissory Note dated
as of April 27, 2011 having a face amount of $100,000.00 executed by
Grantor, ("BORROWER") and payable to Beneficiary bearing interest as
specified therein, being payable at Beneficiary's office in Midland, Texas
or at such other office as Beneficiary shall direct in writing and, if not
1
sooner matured (by acceleration or otherwise) finally maturing on May 1,
2015 (the "NOTE").
Section 1.2 First Amended and Restated Loan Agreement. All indebtedness and
obligations of Borrower to Beneficiary under or arising pursuant to that
certain First Amended and Restated Loan Agreement dated as of April 27,
2011 by and between Borrower and Beneficiary (such First Amended and
Restated Loan Agreement as the same may from time to time be amended,
modified, renewed, extended or restated, in whole or in part, being herein
called the "LOAN AGREEMENT").
3. Exhibit A attached to the Original Deed of Trust is hereby amended in its
entirety to read as set forth on Exhibit A attached hereto.
4. Miscellaneous.
(a) The terms used herein not so otherwise defined shall be defined as indicated
in the Original Deed of Trust.
(b) This First Amendment shall be considered as an amendment to the Original
Deed of Trust and, except as herein expressly amended, the Original Deed of
Trust is hereby ratified, approved and confirmed in every respect and the
Original Deed of Trust and this First Amendment shall be read, taken and
construed together as one and the same instrument. Nothing contained herein
shall be construed to impair the liens and security interests of the Original
Deed of Trust on any of the properties covered thereby and such liens and
security interests are hereby renewed, reaffirmed and extended and shall remain
in force and effect as security for all of the secured indebtedness now or
hereafter outstanding under the Original Deed of Trust, as amended hereby.
(c) This instrument may be executed in any number of counterparts, each of which
shall be deemed an original and all of which are identical.
(D) THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
THE PARTIES.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, this instrument is executed as of the day, month and
year first above written.
BENEFICIARY: GRANTOR:
BASELINE CAPITAL, INC. BARON ENERGY, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------- -----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President Title: Executive Vice President and CFO
THE STATE OF TEXAS ss.
COUNTY OF COMAL ss.
This instrument was acknowledged before me on this 4th day of May, 2011, by
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Executive Vice President and CFO of BARON ENERGY, INC., a
Nevada corporation, on behalf of said corporation.
/s/ ▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------
Notary Public, State of Texas
THE STATE OF TEXAS ss.
COUNTY OF MIDLAND ss.
This instrument was acknowledged before me on this 5th day of May, 2011, by
▇▇▇▇ ▇. ▇▇▇▇▇▇, President of BASELINE CAPITAL, INC., a Texas corporation, on
behalf of said corporation.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
Notary Public, State of Texas
3
SCHEDULE 1
TO
FIRST AMENDMENT TO SUBORDINATED DEED OF TRUST, MORTGAGE, SECURITY AGREEMENT,
ASSIGNMENT OF PRODUCTION AND FINANCING STATEMENT
FROM BARON ENERGY, INC. TO BASELINE CAPITAL, INC.
RECORDING OF ORIGINAL DEED OF TRUST
County Volume/Page Records
▇▇▇▇▇ County, Texas Volume 268, Page 273 Official Public
▇▇▇▇▇▇▇ County, Texas Volume 288, Page 181 Official Public
▇▇▇▇▇▇ County, Texas Volume 3399, Page 943 Official Public
1
EXHIBIT A
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LEASE, ▇▇▇▇▇ COUNTY, TEXAS
TRACT NO. 1:
BEING 220 acres of land, more or less, out of the South part of Section ▇▇. ▇▇,
▇▇▇▇▇ ▇▇, ▇&▇ ▇▇ ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, being more fully described in
the following lease:
Date: December 3, 1980
Lessor: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, et ux
Lessee: ▇. ▇. ▇▇▇▇▇▇▇▇
Recorded: Volume 636, Page 207, Deed Records of ▇▇▇▇▇ County, Texas
TRACT NO. 2:
BEING 100 acres of land, more or less, out of the East Central part of Section
▇▇. ▇▇, ▇▇▇▇▇ ▇▇, ▇&▇ ▇▇ ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, being more fully
described in the following leases:
Lease No. 1:
Date: ▇▇▇▇▇ ▇, ▇▇▇▇
▇▇▇▇▇▇: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
Lessee:
Recorded: Volume, Page, Deed Records of ▇▇▇▇▇ County, Texas
Lease No. 2:
Date: ▇▇▇▇▇ ▇, ▇▇▇▇
▇▇▇▇▇▇: ▇▇▇ ▇. ▇▇▇▇▇
Lessee: Mecca Energy, Inc.
Recorded: Volume 679, Page 107, Deed Records of ▇▇▇▇▇ County, Texas
Lease No. 3:
Date: ▇▇▇▇▇ ▇, ▇▇▇▇
▇▇▇▇▇▇: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Lessee: Mecca Energy, Inc.
Recorded: Volume 677, Page 715, Deed Records of ▇▇▇▇▇ County, Texas
Lease No. 4:
Date: ▇▇▇▇▇ ▇, ▇▇▇▇
▇▇▇▇▇▇: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Lessee: Mecca Energy, Inc.
Recorded: Volume 671, Page 712, Deed Records of ▇▇▇▇▇ County, Texas
Lease No. 5:
Date: February 21, 1984
Lessor: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
Lessee: Mecca Energy, Inc.
Recorded: Volume 677, Page 114, Deed Records of ▇▇▇▇▇ County, Texas
Lease No. 6:
Date: February 21, 1984
Lessor: ▇▇▇▇▇▇▇▇ ▇. Divine
Lessee: Mecca Energy, Inc.
Recorded: Volume 677, Page 131, Deed Records of ▇▇▇▇▇ County, Texas
A-1
Lease No. 7:
Date: February 21, 1984
Lessor: E. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Lessee: Mecca Energy, Inc.
Recorded: Volume 671, Page 134, Deed Records of ▇▇▇▇▇ County, Texas
Lease No. 8:
Date: October 22, 1981
Lessor: ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
Lessee: ▇. ▇. ▇▇▇▇▇▇▇▇
Recorded: Volume 645, Page 623, Deed Records of ▇▇▇▇▇ County, Texas
Lease No. 9:
Date: October 22, 1981
Lessor: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Lessee: ▇. ▇. ▇▇▇▇▇▇▇▇.
Recorded: Volume 645, Page 607, Deed Records of ▇▇▇▇▇ County, Texas
Lease No. 10:
Date: April 12, 1984
Lessor: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
Lessee: Mecca Energy, Inc.
Recorded: Volume 679, Page 480, Deed Records of ▇▇▇▇▇ County, Texas
Lease No. 11:
Date: April 12, 1984
Lessor: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Lessee: Mecca Energy, Inc.
Recorded: Volume 679, Page 448, Deed Records of ▇▇▇▇▇ County, Texas
Lease No. 12:
Date: ▇▇▇▇▇ ▇, ▇▇▇▇
▇▇▇▇▇▇: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Lessee: Mecca Energy, Inc.
Recorded: Volume 677, Page 709, Deed Records of ▇▇▇▇▇ County, Texas
Lease No. 13:
Date: ▇▇▇▇▇ ▇, ▇▇▇▇
▇▇▇▇▇▇: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Lessee: Mecca Energy, Inc.
Recorded: Volume 679, Page 487, Deed Records of ▇▇▇▇▇ County, Texas
Lease No. 14:
Date: ▇▇▇▇▇ ▇, ▇▇▇▇
▇▇▇▇▇▇: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
Lessee: Mecca Energy, Inc.
Recorded: Volume 679, Page 484, Deed Records of ▇▇▇▇▇ County, Texas
A-2
Lease No. 15:
Date: April 21, 1981
Lessor: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Lessee: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Recorded: Volume 640, Page 751, Deed Records of ▇▇▇▇▇ County, Texas
Lease No. 16:
Date: April 21, 1981
Lessor: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
Lessee: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Recorded: Volume 640, Page 771, Deed Records of ▇▇▇▇▇ County, Texas
Lease No. 17:
Date: ▇▇▇▇▇ ▇▇, ▇▇▇▇
▇▇▇▇▇▇: ▇▇▇▇▇ ▇▇▇▇▇▇
Lessee: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Recorded: Volume 641, Page 456, Deed Records of ▇▇▇▇▇ County, Texas
Lease No. 18:
Date: April 21, 1981
Lessor: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Lessee: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Recorded: Volume 641, Page 458, Deed Records of ▇▇▇▇▇ County, Texas
Lease No. 19:
Date: April 21, 1981
Lessor: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Lessee: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Recorded: Volume 640, Page 670, Deed Records of ▇▇▇▇▇ County, Texas
Lease No. 20:
Date: ▇▇▇▇▇ ▇▇, ▇▇▇▇
▇▇▇▇▇▇: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Lessee: Mid-Texas Resource
Recorded: Volume 638, Page 516, Deed Records of ▇▇▇▇▇ County, Texas
Lease No. 21:
Date: January 9, 1981
Lessor: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, et vir
Lessee: ▇. ▇. ▇▇▇▇▇▇▇▇
Recorded: Volume 635, Page 823, Deed Records of ▇▇▇▇▇ County, Texas
Lease No. 22:
Date: January 12, 1981
Lessor: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ University
Lessee: ▇. ▇. ▇▇▇▇▇▇▇▇
Recorded: Volume 635, Page 830, Deed Records of ▇▇▇▇▇ County, Texas
Lease No. 23:
Date: January 9, 1981
Lessor: ▇▇▇▇▇▇ ▇▇▇▇▇▇, et vir
Lessee: ▇. ▇. ▇▇▇▇▇▇▇▇
Recorded: Volume 635, Page 833, Deed Records of ▇▇▇▇▇ County, Texas
A-3
Lease No. 24:
Date: January 9, 1981
Lessor: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, et ux
Lessee: ▇. ▇. ▇▇▇▇▇▇▇▇
Recorded: Volume 635, Page 836, Deed Records of ▇▇▇▇▇ County, Texas
Lease No. 25:
Date: January 9, 1981
Lessor: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, et ux
Lessee: ▇. ▇. ▇▇▇▇▇▇▇▇
Recorded: Volume 635, Page 839, Deed Records of ▇▇▇▇▇ County, Texas
Lease No. 26:
Date: January 9, 1981
Lessor: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Lessee: ▇. ▇. ▇▇▇▇▇▇▇▇
Recorded: Volume 636, Page 96, Deed Records of ▇▇▇▇▇ County, Texas
Lease No. 27:
Date: January 9, 1981
Lessor: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, et ux
Lessee: ▇. ▇. ▇▇▇▇▇▇▇▇
Recorded: Volume 636, Page 144, Deed Records of ▇▇▇▇▇ County, Texas
Lease No. 28:
Date: December 3, 1980
Lessor: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, et ux
Lessee: ▇. ▇. ▇▇▇▇▇▇▇▇
Recorded: Volume 636, Page 207, Deed Records of ▇▇▇▇▇ County, Texas
Lease No. 29:
Date: January 9, 1981
Lessor: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, et ux
Lessee: ▇. ▇. ▇▇▇▇▇▇▇▇
Recorded: Volume 636, Page 270, Deed Records of ▇▇▇▇▇ County, Texas
Lease No. 30:
Date: ▇▇▇▇▇ ▇▇, ▇▇▇▇
▇▇▇▇▇▇: ▇▇▇▇ ▇▇▇▇▇▇, individually & as independent Executor of
the Estate of ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, both deceased.
Lessee: ▇. ▇. ▇▇▇▇▇▇▇▇
Recorded: Volume 638, Page 177, Deed Records of ▇▇▇▇▇ County, Texas
Lease No. 31:
Date: ▇▇▇▇▇ ▇▇, ▇▇▇▇
▇▇▇▇▇▇: ▇▇▇▇ France Peeter
Lessee: ▇. ▇. ▇▇▇▇▇▇▇▇
Recorded: Volume 638, Page 462, Deed Records of ▇▇▇▇▇ County, Texas
A-4
W. A. ASHTON LEASE. ▇▇▇▇▇▇▇ COUNTY, TEXAS
1. Lease dated June 6, 1976, executed by ▇▇▇▇▇▇ ▇. ▇▇▇, et al as Lessor, to
▇▇▇▇ ▇▇▇▇▇, as Lessee, as amended by Extension and Ratification Agreement
between the same parties, dated May 18, 1978, and recorded in Volume 478,
Page 410 of the Deed Records of ▇▇▇▇▇▇▇ County, Texas, covering the South
50 acres of a certain tract containing 121.5 acres out of the ▇. ▇.
▇▇▇▇▇▇▇▇ Survey No. 3 and a tract containing approximately 208 acres out of
Blocks C and B of the ▇. ▇. ▇▇▇▇▇ Subdivision of Part of the Austin &
▇▇▇▇▇▇▇▇ Survey No. 262, in ▇▇▇▇▇▇▇ County, Texas, which tracts are
particularly described in said lease.
2. Lease dated May 26, 1972, executed by W. A. Ashton, as Lessor, to ▇▇▇▇
▇▇▇▇▇, as Lessee, covering 335.17 acres, more or less, in ▇▇▇▇▇▇▇ County,
Texas, comprising portions of the ETRy. Company Survey ▇▇. ▇▇▇, ▇▇▇▇▇▇▇▇
▇▇. ▇▇▇, and ▇. ▇. ▇▇▇▇▇▇ Survey No. 144, Abstract No. 287, particularly
described therein, said lease being duly recorded in Volume 424, Page 69 of
the Deed Records of ▇▇▇▇▇▇▇ County, Texas.
3. Lease dated May 26, 1972, executed by W. A. Ashton, as Lessor, to ▇▇▇▇
▇▇▇▇▇, as Lessee, covering 367.33 acres out of the East part of the ETRy.
Company Survey ▇▇. ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇, particularly described therein,
said lease being duly recorded in Volume 424, Page 71 of the Deed Records
of ▇▇▇▇▇▇▇ County, Texas.
4. Lease dated June 16, 1972, executed by W. A. Ashton, as Lessor, to ▇▇▇▇
▇▇▇▇▇, as Lessee, covering approximately 318 acres in the ▇. ▇. ▇▇▇▇▇▇
Survey No. 160, therein particularly described, said lease being duly
recorded in Volume 427, Page 525 of the Deed Records of ▇▇▇▇▇▇▇ County,
Texas.
CURB LEASE, ▇▇▇▇▇▇ COUNTY, TEXAS
Being the West 100 acres of ▇▇▇ ▇, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ Survey,
▇▇▇▇▇▇ County, Texas, being more fully described in the following lease:
Date: October 14, 1983
Lessor: ▇. ▇▇▇▇▇ Curb, ▇▇▇▇▇▇▇ ▇▇▇ Curb and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Lessee: G/O International, Inc.
Recorded: Volume 1372, Page 134, Deed Records of ▇▇▇▇▇▇ County, Texas
SURFACE LEASE AGREEMENT - CURB TANK BATTERY, ▇▇▇▇▇▇ COUNTY, TEXAS
Being the present surface site of the "Curb" tank battery facility, Subdivision
▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ #▇▇▇, ▇-▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ being more fully
described in the following Surface Lease Agreement:
Date: July 1, 2006
Lessor: Ransome Price
Lessee: Greasewood Operating, Ltd.
Recorded: Volume 3258, Page 607, Deed Records of ▇▇▇▇▇▇ County, Texas
A-5
▇▇▇▇▇▇▇▇▇▇ LEASE, ▇▇▇▇▇▇ COUNTY, TEXAS
LAND:
Being the following Oil & Gas leases insofar as the same cover all of the North
one-half (N/2) of ▇▇▇ ▇▇. ▇, ▇▇▇▇▇▇ ▇▇. ▇▇▇, and being a part of that certain
105 acres of land described in that certain Deed dated May 16, 1918 from W. O.
▇▇▇▇▇▇, et al to D. O. ▇▇▇▇▇▇▇▇▇▇ and being recorded in Volume 100, Page 144 of
the Deed Records of ▇▇▇▇▇▇ County, Texas:
LEASES:
Lease No. 1:
Date: February 15, 1982
Lessor: ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Lessee: Mid-Tex Resources
Recorded: Volume 1233, Page ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
Lease No. 2:
Date: February 15, 1982
Lessor: Fvora Lang
Lessee: Mid-Tex Resources
Recorded: Volume 1233, Page ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
Lease No. 3:
Date: February 15, 1982
Lessor: ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇
Lessee: Mid-Tex Resources
Recorded: Volume 1234, Page ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
Lease No. 4:
Date: February 15, 1982
Lessor: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Lessee: Mid-Tex Resources
Recorded: Volume 1234, Page ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
Lease No. 5:
Date: February 15, 1982
Lessor: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, et ux, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Lessee: Mid-Tex Resources
Recorded: Volume 1234, Page ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
Lease No. 6:
Date: February 15, 1982
Lessor: ▇▇▇▇ ▇▇▇▇, et ux, ▇▇▇▇▇ ▇▇▇▇
Lessee: Mid-Tex Resources
Recorded: Volume 1234, Page 566, Deed Records of ▇▇▇▇▇▇ County, Texas
A-6
Lease No. 7:
Date: February 15, 1982
Lessor: ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇. ▇. ▇▇▇▇▇▇
Lessee: Mid-Tex Resources
Recorded: Volume 1234, Page ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
Lease No. 8:
Date: February 15, 1982
Lessor: ▇▇▇▇▇▇▇ ▇▇▇▇▇, et ux, ▇▇▇▇ ▇▇▇▇▇
Lessee: Mid-Tex Resources
Recorded: Volume 1234, Page ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
Lease No. 9:
Date: February 15, 1982
Lessor: ▇▇▇▇ ▇▇▇▇▇▇, et ux, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
Attorney-in-Fact
Lessee: Mid-Tex Resources
Recorded: Volume 1234, Page ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
Lease No. 10:
Date: February 15, 1982
Lessor: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Lessee: Mid-Tex Resources
Recorded: Volume 1236, Page ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
Lease No. 11:
Date: February 15, 1982
Lessor: ▇▇▇▇▇▇ ▇▇▇▇▇, et ux, ▇▇▇▇ ▇. ▇▇▇▇▇
Lessee: Mid-Tex Resources
Recorded: Volume 1236, Page ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
Lease No. 12:
Date: February 15, 1982
Lessor: ▇▇▇▇▇▇ ▇▇▇▇
Lessee: Mid-Tex Resources
Recorded: Volume 1238, Page ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
Lease No. 13:
Date: February 15, 1982
Lessor: ▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, for the Estate of ▇▇▇▇▇
▇▇▇▇▇
Lessee: Mid-Tex Resources
Recorded: Volume 1238, Page 131, Deed Records of ▇▇▇▇▇▇ County, Texas
A-7
Lease No. 14:
Date: February 15, 1982
Lessor: ▇▇▇ ▇▇▇▇▇
Lessee: Mid-Tex Resources
Recorded: Volume 1238, Page ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
Lease No. 15:
Date: February 15, 1982
Lessor: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Lessee: Mid-Tex Resources
Recorded: Volume 1239, Page ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
Lease No. 16:
Date: February 15, 1982
Lessor: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Executor of the Estate of ▇▇▇▇ ▇. ▇▇▇▇▇▇
Lessee: Mid-Tex Resources
Recorded: Volume 1244, Page ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
Lease No. 17:
Date: February 15, 1982
Lessor: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ et ux, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Lessee: Mid-Tex Resources
Recorded: Volume 1244, Page ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
Lease No. 18:
Date: February 15, 1982
Lessor: ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, et al
Lessee: Mid-Tex Resources
Recorded: Volume 1247, Page ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
Lease No. 19:
Date: August 4, 1982
Lessor: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Lessee: Mid-Tex Resources
Recorded: Volume 1255, Page ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
Lease No. 20:
Date: August 4, 1982
Lessor: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Lessee: Mid-Tex Resources
Recorded: Volume 1255, Page 840, Deed Records of ▇▇▇▇▇▇ County, Texas
A-8
Lease No. 21:
Date: ▇▇▇▇▇ ▇▇, ▇▇▇▇
▇▇▇▇▇▇: First National Bank of Abilene
Lessee: Mid-Tex Resources
Recorded: Volume 1291, Page ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
Lease No. 22:
Date: April 20, 1983
Lessor: ▇▇▇▇▇▇ Smart
Lessee: Mid-Tex Resources
Recorded: Volume 1292, Page ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
Lease No. 23:
Date: July 28, 1982
Lessor: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Lessee: Mid-Tex Resources
Recorded:
Lease No. 24:
Date: January 25, 1983
Lessor: ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Lessee: Mid-Tex Resources
Recorded: Volume 1295, Page ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
Lease No. 25:
Date: February 22, 1983
Lessor: ▇▇▇ ▇▇▇▇▇▇▇, et ux, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Lessee: Mid-Tex Resources
Recorded: Volume 1288, Page ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
Lease No. 26:
Date: February 22, 1983
Lessor: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Lessee: Mid-Tex Resources
Recorded: Volume 1288, Page ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
Lease No. 27:
Date: February 22, 1983
Lessor: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Lessee: Mid-Tex Resources
Recorded: Volume 1288, Page 601, Deed Records of ▇▇▇▇▇▇ County, Texas
A-9
Lease No. 28:
Date: October 14, 1982
Lessor: ▇▇▇▇▇▇ Smart
Lessee: Mid-Tex Resources
Recorded: Volume 1276, Page 47, Deed Records of ▇▇▇▇▇▇ County, Texas
Lease No. 29:
Date: January 25, 1983
Lessor: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Lessee: Mid-Tex Resources
Recorded: Volume 1282, Page ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
Lease No. 30:
Date: July 28, 1982
Lessor: ▇▇▇▇▇ ▇▇▇▇▇
Lessee: Mid-Tex Resources
Recorded: Volume 1282, Page ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
Lease No. 31:
Date: January 25, 1983
Lessor: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ et ux, ▇▇▇▇▇ ▇▇▇▇▇▇▇
Lessee: Mid-Tex Resources
Recorded: Volume 1282, Page ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
Lease No. 32:
Date: January 23, 1984
Lessor: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Lessee: Mid-Tex Resources
Recorded: Volume 1333, Page ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
Lease No. 33:
Date: February 15, 1982
Lessor: ▇▇▇▇▇ ▇. Field, et vir, ▇▇▇▇▇ ▇▇▇▇▇
Lessee: Mid-Tex Resources
Recorded: Volume 1287, Page ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
Lease No. 34:
Date:
Lessor: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, et ux, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Lessee: Mid-Tex Resources
Recorded: Volume 1328, Page 759, Deed Records of ▇▇▇▇▇▇ County, Texas
A-10
Lease No. 35:
Date: January 13, 1984
Lessor: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Lessee: Mid-Tex Resources
Recorded: Volume 1333, Page 76, Deed Records of ▇▇▇▇▇▇ County, Texas
Lease No. 36:
Date: January 13, 1984
Lessor: D. O. ▇▇▇▇▇▇▇▇▇▇
Lessee: Mid-Tex Resources
Recorded: Volume 1332, Page ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
Lease No. 37:
Date: June 18, 1984
Lessor: ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ County Clerk, Receiver in Cause No.
16,051-B, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
Lessee: Mid-Tex Resources
Recorded: Volume 1354, Page 620, Deed Records of ▇▇▇▇▇▇ County, Texas
SALT WATER DISPOSAL LEASE, ▇.▇. ▇▇▇▇▇ #1, ▇▇▇▇▇▇ COUNTY, TEXAS
Being the ▇. ▇. ▇▇▇▇▇ #1 well bore located in ▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ Survey, ▇▇▇▇▇▇ County, Texas and more fully described in the
following Salt Water Disposal Lease:
Date: June 1, 2005
Lessor: ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇▇▇▇
Lessee: Greasewood Oil Co.
Recorded: Volume 3165, Page 288, Deed Records of ▇▇▇▇▇▇ County, Texas
▇▇▇▇▇ #1, ▇▇▇▇▇▇ COUNTY, TEXAS
LANDS:
Tract 1:
Being 80.00 acres of land, more or less, in the East One-Half (E/2) of the
▇. ▇. ▇▇▇▇▇ Survey No. 14 out of the ▇▇▇▇▇▇ County School Land League #147,
▇▇▇▇▇▇ County, Texas.
Tract 2:
Being 20.00 acres of land, more or lease, out of the Southeast quarter
(SE/4) of the ▇.▇. ▇▇▇▇▇ Survey, No. 14 of the ▇▇▇▇▇▇ County School Land
League No. 147, ▇▇▇▇▇▇ County, Texas.
A-11
LEASE:
Date: September 25, 1985
Lessor: Dee ▇▇▇▇▇▇▇ ▇▇▇▇▇
Lessee: Mid-Tex Resources
Recorded: Volume 1426, Page 543, Deed Records of ▇▇▇▇▇▇ County, Texas
PRICE, P. PRICE, & PRICE -A- LEASES, ▇▇▇▇▇▇ COUNTY, TEXAS
LAND:
Being 60.00 acres of land, more or less, out of the East part of Lot No. 7,
▇▇▇▇▇▇ County School Land Survey No. 147, ▇▇▇▇▇▇ County, Texas, and being the
same land described in that certain Deed dated October 20, 1927 from ▇▇▇▇
▇▇▇▇▇▇, et ux, to ▇▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇, recorded in Volume 196 at Page 108 of the
Deed Records of ▇▇▇▇▇▇ County, Texas.
LEASES:
Lease No. 1:
Date: October 5, 1979
Lessor: ▇▇▇ ▇. ▇▇▇▇▇
Lessee: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Recorded: Volume 1161, Page ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
Lease No. 2:
Date: October 5, 1979
Lessor: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Lessee: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Recorded: Volume 1135, Page ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
Lease No. 3:
Date: October 8, 1979
Lessor: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Lessee: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Recorded: Volume 1135, Page ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
Lease No. 4:
Date: October 9, 1979
Lessor: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Lessee: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Recorded: Volume 1135, Page 752, Deed Records of ▇▇▇▇▇▇ County, Texas
A-12
Lease No. 5:
Date: October 9, 1979
Lessor: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Lessee: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Recorded: Volume 1135, Page ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
Lease No. 6:
Date: October 9, 1979
Lessor: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Pusok
Lessee: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Recorded: Volume 1135, Page ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
Lease No. 7:
Date: October 9, 1979
Lessor: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Pusok
Lessee: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Recorded: Volume 1135, Page ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
Lease No. 8:
Date: October 11, 1979
Lessor: ▇▇▇▇▇▇ ▇▇▇▇▇
Lessee: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Recorded: Volume 1161, Page ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
Lease No. 9:
Date: November 6, 1979
Lessor: Ransom Price, Jr.
Lessee: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Recorded: Volume 1135, Page ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
Lease No. 10:
Date: November 6, 1979
Lessor: ▇▇▇▇ ▇. Price, Individually and as Guardian of the Estate
of ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
Lessee: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Recorded: Volume 1135, Page 750, Deed Records of ▇▇▇▇▇▇ County, Texas
▇. ▇. ▇▇▇▇▇▇▇ -B- & ET AL LEASES, ▇▇▇▇▇▇ COUNTY, TEXAS
LAND:
Tract 1
Being 314.80 acres of land situated in ▇▇▇▇▇▇ County, Texas, and being the
North Half of Survey No. 12, Certificate ▇▇. ▇▇/▇▇▇, ▇▇▇▇▇ ▇▇. ▇, ▇. P. RR
Company Lands, and being the same land described by metes and bounds in a
A-13
Patent from the State of Texas to ▇. ▇. ▇▇▇▇▇▇, dated April 12, 1951,
recorded in Volume G-2, Page 143, of the Patent Records of ▇▇▇▇▇▇ County,
Texas.
Tract 2
Being 167.5 acres, more or less, out of Survey ▇▇. ▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇,
G. C. & S. RR Company Lands in ▇▇▇▇▇▇ County, Texas being described as
follows, to-wit:
BEGINNING at the Northwest corner S. F. 15185, ▇. ▇. ▇▇▇▇▇▇▇ Survey No. 1;
THENCE South 15(degree)East with the West line S.F. 15185, 2,293 varas, to
fence;
THENCE in a westerly direction with said fence to an inner corner of
said G. C. & S. RR Company Survey No. 6;
THENCE North 15(degree)West with a west line of said G. C. & S. RR Company
Survey No. 6, 2,152.2 varas to the South line of a tract owned by ▇▇▇▇▇▇;
THENCE North 75o 25' East 425.6 varas with a fence to the place of
beginning.
LEASE:
Date: September 9, 1958
Lessor: ▇. ▇. ▇▇▇▇▇▇▇, et al
Lessee: J. R. ▇▇▇▇▇▇
Recorded: Volume 574, Pages 186, Deed Records of ▇▇▇▇▇▇ County, Texas
▇. ▇. ▇▇▇▇▇▇▇ -C- LEASE, ▇▇▇▇▇▇ COUNTY, TEXAS
LAND:
BEING ALL OF THE ▇. ▇. ▇▇▇▇▇▇▇ Survey ▇▇. ▇, ▇. ▇. ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇, patented to ▇. ▇. ▇▇▇▇▇▇▇ by the State of Texas on June 11, 1951, by
Patent No. 475, Volume 17-B, and containing 136.55 acres, more or less.
LEASE:
Date: April 30, 1970
Lessors: ▇. ▇. ▇▇▇▇▇▇▇, et al
Lessee: ▇. ▇. ▇▇▇▇▇▇▇▇
Recorded: Volume 880, Page 501, Deed Records of ▇▇▇▇▇▇ County, Texas
A-14
