Dthe OWNERSHIP REPORTS AND TITLE OPINIONS
COURTHOUSE RECORDS & OWNERSHIP REPORTS: (From Manual Notes or Digital Images)
Instructions to Brokers , Field Landmen and Attorneys
In order to standardize Ownership Reports and Drilling and Division Order Title Opinions for P______(hereinafter the “client”) and to assure the Field Landmen, Brokers and Attorneys, who provide P______with the digital images of land records it prefers , and the Ownership Reports and Title Opinions needed to determine surface, mineral and leasehold ownership, P______will require use of the procedures, formats, and guidelines as to content in those formats, set forth as follow:
PROCEDURES: P______wants the following Procedures—especially as they relate to the capture, communication and transmission of information and documents— to be conducted, first and principally, electronically by E-Mail with attachments, and then, and only then, supported or replaced by overnight mailing of hard copies only as made necessary by these procedures, such as DVD’s of recorded instruments.
Instructions to Brokers or Field Landmen:
P______: Will determine the Primary and Secondary Formations to be drilled and tested in the new well, the size and configuration of the Spacing Unit (640, 320 160, 80, 40, or 10 acres) which has been or is to be created to cover these formations, any existing wells presently producing from the Primary Formation listed for the new well, and any Spacing, Location Exception, Increased Density or Pooling Orders covering any of the existing wells presently producing from that Primary Formation, together with any AMI Agreements, JOA ‘s, Unit Declarations or other documentation affecting Leasehold ownership, in that Spaced Unit and will then send these determinations and documents --together with copies of the supporting OCC Orders, to its Broker or Field Landman.
Broker or Field Landman: Will then secure and create: (1) a copy of ALL of the pages of the Tract Index (printed on 11” x 17” paper, if possible, 8 ½” x 14” if necessary, or 8 ½” x 11” only if forced to do so at gunpoint by the County Clerk) for the Section or Sections being examined (2) a single light-scribe-labeled DVD disc containing: (a) digital images of all OCC filings and Orders—e.g. 1002A s, Spacing, Location Exceptions, Increased Density, Pooling, and other Orders and documents sent to the Broker by P______(b) digital images of all recorded instruments listed in the Tract Index from “Patent to Present” (i.e.from Inception to date of last search in the courthouse)—with each image of those instruments laid out in a single folder and in continuous film-strip order, labeled with the book and page numbers at which, and in the same order in which, those instruments appear on the Tract Index, (c) a digital copy of the Assesor’s Surface Tax Rolls in a separate folder, (d) a digital copy of the Tract Index in a separate folder, (e) a digital copy of the Ownership Report prepared by the Broker from the digital images shot in the courthouse, in a separate folder, listing: (1) the full legal name (s) of all owners of surface, minerals and Leasehold in the Unit, (2) last known address for each owner, of record, or from internet, local phone books, etc. (3) the date the last known address appears in the records (4) the Social Security Number or Employer Identification Number, if available
(e.g. in plain sight onLeases or other instruments of record such as Wills or Trusts) (5) current or HBP Leases of that owner’s minerals (6) surface acreage ownership and its tract legal descriptions, (7) net mineral acreage ownership in tracts then in a Unit Summary (8) decimal mineral interest to 6 places in 100% of the Spacing Unit, for each and every owner of any interest—first Leasehold, then Minerals, then Surface, in tracts then in a Unit Summary for the Spacing Unit being searched, then,
(f) an electronic copy of the Ownership Report is e-mailed and a paper copy of the Ownership Report is sent by overnight mail to the Landman at P______who placed the order for a courthouse records shoot. (g) (the light-scribed label on the top of the DVD disc, lists): (1) the name, current address, and name and direct office or cell phone number of the contact person responsible for having assembled the DVD disc for the Broker, (2) the Section, Township, Range, County(s) and State in which the courthouse search was conducted (in BOLD, minimum 10- point Arial font, in the following order—(viz. 28-8N-12E Hughes & McIntosh, OK), (and yes, I know, that some Brokers like to place T, -then R, -then S in that order for database search purposes, but that’s not the way P______wants to see it.) (3) length of the search (e.g. “ from Patent at 1M /12 rec 5/12/1909 to 3127 / 455 rec. 10/12/08”) and (4) date of last search in the courthouse or by fax from the courthouse (e.g. “last search: 11/1/08”).
NOTE: The Broker or Field Landman may also be called upon by the Attorney to produce a paper “abstract” of the field shots to be sent to the examining Attorney. P______: will then have duplicate copies of the DVD disc sent from its Broker, after final edit, together with any Unit Declarations, AMI Agreements, JOA ‘s or any other documents affecting Leasehold title in the Unit, to both P______and the examining Attorney:
Attorney will then prepare the Drilling Title Opinion as follows:
In Legal-Sized Format (8 1/2” x 14”) on a DVD disc, and later printed on Legal Size paper, using both Microsoft WORD and EXCEL in this order:
1. The Name and Address of the Client—viz.
P______Energy LLC 000 West 0th Street, Suite 0000 Tulsa, OK 74000
2. The Type of Opinion—e.g.
Drilling Title Opinion (or Drilling Unit Title Opinion) OR Division Order Title Opinion
3. The Overall Legal Description of the Spacing Unit being examined—e.g.
(LANDS COVERED BY THIS OPINION:)
Section 28-8N-13E McIntosh County, Oklahoma
(Or, assuming these LANDS are Spaced on Lay-Down 320 s
N/2 Section 28-8N-13E McIntosh County, Oklahoma
(i.e. NOT A TRACT-BY-TRACT BREAKDOWN OF THE UNIT JUST YET !)
4. The Dates and Time through which title is being Certified. In a single short sentence, state this set of facts for the Client (Penn Virginia) to see immediately—e.g.
“Based on the items examined listed on attached Exhibit “A”, with the last instrument examined being that appearing at Book 1030 Page 353 as recorded on September 19, 2008 and subject to the Comments and Requirements listed in this Opinion, I find fee title to the captioned LANDS, as of September 28, 2008 at 5:00 p.m. CDT to be as follows:”
5. Unit Summary. Attorney lays out, on 8 “ ½ x 14” paper, in Microsoft Word, on the very first (or first /2 x 14”few) page(s), the Unit Summary—that is, a Summary of ALL of the FEE ownership in the Overall Legal Description of the Lands Covered by this Opinion laid out as follows: (1) Surface Ownership, (2) Leasehold or Working Interest Ownership, (3) Mineral and Royalty Ownership—with the Surface Title and each of the three divisions of the Mineral Title adding up to the same total number of acres in the subject Spacing Unit applicable to the target formation(s) in the proposed well, complete and replete with the fractional interest calculations used to arrive at the gross working interests, net working interests, royalties and overriding royalties, and listing the Lease Numbers and Requirement Numbers used in the subsequent Lease Tabulations and Requirements sections of the Opinion.
DRILLING TITLE OPINION
Lot 1(39.42 acres) and Lot 2 (39.36 acres) and the South Half of the Northeast Quarter (S/2 NE/4) of Section 0, Township 0 North, Range 16 East, Pittsburg County, Oklahoma, containing 159.22 acres, limited to the Booch and Hartshorne formations, exclusive of existing wellbores.
Dear Mr. Love:
Pursuant to your request, I have examined the tract indices of the Pittsburg County Clerk’s Office and copies of the various instruments as filed of record covering the above captioned premises from inception of title through October 5, 2008 with last instrument examined being that appearing at Book 1125 Page 545 as recorded October 2, 2008. Pursuant to my examination, I find title suitable for the purposes of drilling subject to the comments, objections and requirements as hereinafter set forth as of October 5, 2008 at 8:00 a.m. as follows:
FEE TITLE:
SURFACE OWNERSHIP
OWNER DESCRIPTION
Lalman Farm Corporation 1 Lot 1 and S/2 NE/4
Paul Helms 1 Lot 2 ______1 Please refer to Objections and Requirements in regard to the above ownership in light of the execution of a Warranty Deed recorded in Book 1595 at Page 281 purporting to cover Lots 1 and 2 and S/2 NE/4 by an apparent stranger to the record title ownership.
CONSOLIDATED WORKING INTEREST OWNERSHIP Limited to the Booch and Hartshorne formations, exclusive of existing wellbores
Effective Total W.I. Owner Lease NRI Acres Percentage Penn Virginia MC Energy, 1 1,4 75.0% 119.54 75.0785% L.L.C.
Meade Oil & Gas, L.L.C. 2,3 77.74% 24.18 15.18654%
Eland Energy, Inc. 2,3 77.74% 15 .5 9 .73496%
159.22 100% ______1 Please refer to Objection and Requirement No. 1, below, in regards to the working interest ownership under Lease #4 shown owned by Penn Virginia MC Energy, L.L.C. insofar as same purports to cover the SW/4 NE/4.
MINERAL AND ROYALTY OWNERSHIP
Owner Net Name & Mineral Req. Address Tract # (s) Lease #(s) Acres Roy NRI No.
George T. Blankenship 1 4 39.42 3/16 .0464216 3 1485 Marble Lane Bowlegs, OK 73895
COMBINED OIL AND GAS LEASEHOLD Limited to the Booch and Hartshorne formations, exclusive of existing wellbores
I. Leases #1 and #4 (79.54 acres @ 3/16 royalty) (40 acres @ 1/4 royalty)
Penn Virginia MC Energy, L.L.C. 100% 1
______1 The above working interest is subject to an overriding royalty interest of 1/16 x 8/8 owned by Lawson Petroleum Company and insofar as Lease #1 covers the 79.54 acres.
II. Leases #2 and #3 (29.76 acres @ .234375 royalty) (9.92 acres @ 3/16 royalty)
Meade Oil & Gas, L.L.C. 60.9375%
Eland Energy, Inc. 39.0625%
6. Tabulation of Leases and Assignments: Attorney – now numbers and lays out, in tabular form, the Leases presently within their terms or Held By Production, together with the subsequent Assignments of each Lease or Overrides taken from that Lease tabulated directly following each Lease. A sample FORM of such tabulations is as follows:
LEASES AND ASSIGNMENTS
Lease #1
Dated: September 18, 1973 Recorded: Book 354, Page 116 Lessor: Public Service Company of Oklahoma Lessee: Winjuan Industries, Inc. Description: E/2 NE/4 of Section 6-6N-16E Primary Term: 6 months Royalty: 3/16 Delay Rentals: NONE: Paid Up Lease Shut-in Gas Clause: Yes Pooling Clause: Yes Special Provisions: None Depth Restrictions: limited to rights from surface to the base of the Hartshorne formation
Assignment of Lease #1
Dated: October 4, 1973 Recorded: Book 354, Page 199 Assignor: Winjuan Industries, Inc. Assignee: Great Basins Petroleum Company Interest Assigned: All right, title and interest reserving an overriding royalty interest of 1/16 x 8/8
Assignment of Lease #1 (ORRI)
Dated: August 14, 1984 Recorded: Book 593, Page 228 Assignor: Winjuan Industries, Inc. Assignee: First National Bank & Trust Company of Tulsa Interest Assigned: All right, title and interest
Assignment of Lease #1 (ORRI)
Dated: February 1, 1985 Recorded: Book 607, Page 400 Assignor: First National Bank & Trust Company of Tulsa Assignee: Lawson Petroleum Company Interest Assigned: All right, title and interest
Comment: Various assignments appear filed of record by and between the various successors and assigns of Orville Eberly, James C. Meade, K.T. Meade, Jr., and Robert Eberly. All of this working interest is subsequently vested in Meade Oil & Gas, L.L.C. via Assignments recorded in Book 1088 at Pages 1-570.
7. Possession: Since a Drilling Title Opinion addresses both the Surface as well as the Mineral Estate, it is necessary for the examining Attorney to cover the rights of any parties who may be in actual physical possession of the Unit—be it a resident surface owner or a tenant. This subject is often covered by a statement and Comment such as that in the following FORM :
POSSESSION
The undersigned has not been furnished with any evidence of the parties in actual physical possession of the captioned premises. Please refer to Comment No. 1 below in regard thereto. COMMENTS:
1. This Opinion is subject to the rights of all parties in possession of the subject property. You should determine what interest is claimed by any such party in possession other than the record owners of the surface. In the event a tenant is in possession, we require you to obtain a tenant’s consent agreement prior to the commencement of drilling operations on the property.
8. Encumbrances: This area of the Drilling Title Opinion covers the payment of Ad Valorem taxes by the Surface Owners and Unreleased Mortgages which may create a lien on Mineral Ownership. Here, the examining Attorney needs to lay out whether or not he received the Tax Rolls called for on the DVD disc provided by the Broker and, if so, whether they indicate any unpaid Ad Valorem taxes. Additionally, if the instruments of record shown on the DVD disc reveal Unreleased Mortgages that encumber the Mineral Estate, these should be noted—including residential mortgages that give the Mortgagee a call on production from the Mineral Estate in the event of a default in payment. A FORM for noting these Encumbrances follows:
ENCUMBRANCES
TAXES
There are no unpaid Ad Valorem Taxes through March 15, 2008.
UNRELEASED MORTGAGES
1. First Amended Mortgage Dated: November 15, 2006 Recorded: Book 1489, Page 308 Mortgagor: Canaan Resources, L.L.C. Mortgagee: JPMorgan Chase Bank Principal Amount: $200,000,000 Date Due: 11/15/2011 Assignment of Production: Yes
2. Dated: April 28, 2006 Recorded: Book 1463, Page 444 Mortgagor: Canaan Resources, L.L.C. Mortgagee: JPMorgan Chase Bank Principal Amount: $200,000,000 Date Due: 4/28/2010 Assignment of Production: Yes
3. Dated: January 5, 2008 Recorded: Book 1493, Page 581 Mortgagor John C. and Cynthia Lalman, H&W JTs Mortgagee: First National Bank of Vernon Principal Amount: $135,000 Date Due: 1/5/2023 Assignment of Production: Yes
9. Unreleased Oil and Gas Leases: Here, the examining Attorney needs to indicate whether the instruments of record reveal a past history of Oil and Gas Leases having been taken on the Unit lands, but apparently have expired of their own terms without a well having been drilled and completed on them or, if such as well was drilled and completed, that it has been plugged and abandoned or no longer produces. In the event any of these leases listed lands outside those in the Spacing Unit, they should be tabulated and a Requirement made that Lessee secure a Certificate of Records Search from the Oklahoma Corporation Commission certifying that no production has been established on the outside lands or make a physical inspection of the Unit to satisfy itself that there are no longer any well producing under the Lease in the Unit or the additional lands. Two possible approaches to this problem are contained in the following example:
UNRELEASED OIL AND GAS LEASES
Comment: A number of unreleased oil and gas leases appear filed of record covering the subject premises. No oil and gas leases appear filed of record subsequent to Oil and Gas Leases #1-#4 as set forth herein. It has been assumed for the purposes of this Opinion that all unreleased oil and gas leases had previously expired by their own terms and are of no further force and effect and that Leases #1-#4 remain in full force and effect covering all the subject mineral rights underlying the subject lands. Antero Resources Corporation has also acquired oil and gas leases covering rights below the base of the Hartshorne formation which, due to the limited nature of this Opinion, have not been listed herein Please refer to Objections and Requirements below in regard thereto.
OR
Lease #U-1
Dated: September 18, 1985 Recorded: Book 587, Page 119 Lessor: John C. & Cynthia Lalman Lessee: San Juan Industries, Inc. Description: E/2 NE/4 of Section 6-6N-16E and W/2 NW/4 Section 5-6N-16E Primary Term: 3 years Royalty: 3/16 Delay Rentals: NONE: Paid Up Lease Shut-in Gas Clause: Yes Pooling Clause: Yes 160 gas, 40 oil Special Provisions: None Depth Restrictions: from surface to the base of the Woodford formation
10. Pending Lawsuits, Judgments and Liens : Unless Lis Pendens, notices of mortgage foreclosures, tax liens for unpaid improvement assessments or other forms of legal actions that may result in a lien against the fee title appear in the instruments examined, these matters can be handled by handled by the examining d using something like the following FORM:
PENDING SUITS, JUDGMENTS OR LIENS
No evidence of any pending suits, judgments or liens appears filed of record against the captioned premises in the Pittsburg County Clerk’s Office. In connection with the foregoing, the undersigned did not examine the civil direct/indirect indexes in the Pittsburg County Court Clerk’s Office to verify that any lawsuits had been filed by or against the record title owners to the subject premises nor did the undersigned examine the probate indexes. Please refer to Objections and Requirements below in regard thereto.
11. Comments: This section of the Drilling Title Opinion can most often be used by the examining Attorney to give the Lessee/Operator advice as to matters appearing of record which are not so objectionable as to necessitate a Requirement. These Comments often appear in a FORM, and covering matters such as the following:
COMMENTS:
1. The ownership as is reflected in this Opinion is based solely on the various documents which have been filed of record in the county in which the subject property is located. Various matters, including bankruptcy proceedings, are filed in the Federal District Court and are often not placed of record in the County. The effect of any such matters filed in the Federal District Courts, therefore, has not been incorporated in this Opinion.
12. Objections and Requirements: Here the examining Attorney lays out the seminal problems with the Fee Title to the Unit lands that will require curative efforts on the part of Lessee/Operator to assure the latter of Marketable Title to its Leases and production from them. The first example FORM set forth below typifies the ideal attempt to express the problem in the form of a Comment, and then the Requirement to clear up this problem in something like twenty-five words or less.
OBJECTION NO. 4
A number of Affidavits appear filed of record as executed by Webb Energy, Inc. purportedly as agent and as Attorney-in-Fact for Quench Oil & Gas, Inc. referencing the Lalman and PSC Wells previously drilled in Section 6. The Affidavit indicates that Webb Energy, Inc. is claiming 100% interest of the operators being Quench Oil & Gas, Inc. and Spartan Resources. Webb Energy, Inc. is a
stranger to the record title and the undersigned is unable to determine the basis for the affidavit as filed of record. No agency agreement or power-of-attorney appears filed of record in favor of Webb Energy, Inc. who would appear to be a stranger to the record title.
REQUIREMENT NO. 4
Investigation should be made as to the claims made by Webb Energy, Inc. as indicated in the affidavits as filed of record in Book 1120 at Pages 261-311. You should verify with Quench Oil & Gas, Inc. and Spartan Resources that Webb Energy, Inc. is not claiming any working interest in the subject oil and gas leasehold.
But, when the Title gets quite gnarly, Penn Virginia may very well expect to see something like this:
OBJECTION NO. 1
There is some question as to the working interest ownership underlying the SW/4 NE/4 as is more fully discussed below. There are two separate and distinct chains of title as to the working interest ownership under the SW/4 NE/4 under two separate oil and gas leases resulting in different ownership depending upon which chain of title is applicable to the working interest ownership. G.E. Lalman was the owner of all mineral rights underlying the SW/4 NE/4 as of the date of execution of the oil and gas lease dated June 23, 1942, recorded in Book 30 at Page 273 in favor of M.M. Schene. M.M. Schene subsequently conveyed all right, title and interest in the subject oil and gas lease in favor of Public Service Company of Oklahoma. This oil and gas lease also covered acreage in the SW/4, NW/4 and SE/4 of Section 6 and also covered acreage in Section 1-6N-15E, Section 31-7N-16E and Section 36-7N-15E. This lease would appear to be held by production. Public Service Company of Oklahoma subsequently acquired all of the subject mineral rights underlying this tract from the surface to the base of the Hartshorne formation via Mineral Deed recorded in Book 13 at Page 264. Public Service Company of Oklahoma after the subject mineral deed was, therefore, the owner of all mineral rights and working interest ownership under the original oil and gas lease insofar as rights were covered from the surface to the base of the Hartshorne formation as to the SW/4 NE/4.
The subject Oil and Gas Lease recorded in Book 30 at Page 273 was subsequently conveyed in favor of Camerina Petroleum Corporation, Empire State Oil Company and Wilshire Oil Company of Texas (1/3 working interest each) via Assignments recorded in Book 163 at Page 315, Book 164 at Page 95 and Book 164 at Page 110, respectively, all of said assignments dated May 18, 1964 in which Public Service Company of Oklahoma conveyed all right, title and interest reserving an overriding royalty interest of 1/8 x 7/8. As of the date of the subject assignment, it appears that the S/2 NW/4 and N/2 SW/4 of Section 6, created as a voluntary unit under the subject oil and gas lease, was the only acreage upon which a well had been drilled. Subsequently, various assignments appear filed of record of the subject Oil and Gas Lease recorded in Book 30 at Page 273 insofar as said lease covered the S/2 NW/4 and N/2 SW/4, only, (being the existing producing unit for the previous wells drilled on the subject premises). The undersigned’s experience as to other wells as to non-developed acreage under the subject oil and gas leases would indicate that Austral Oil Company would have subsequently succeeded to the working interest of Camerina Petroleum Corporation, however, the copy of the Assignment provided for examination recorded in Book 208 at Page 142 from Camerina Petroleum Corporation to Austral Oil Company did not appear to list the Oil and Gas Lease recorded in Book 30 at Page 273. Similarly, subsequent assignments from Austral Arkoma Company, the successor to Austral Oil Company, Inc., did not appear to include the Oil and Gas Lease recorded in Book 30 at Page 273.
Subsequently, Public Service Company of Oklahoma executed a new oil and gas lease dated April 15, 1975 (shown as Lease #4 herein) recorded in Book 391 at Page 40 in favor of Great Basins Petroleum Company covering all rights from the surface to the base of the Hartshorne formation underlying the SW/4 NE/4 with a one-year primary term and providing for a 1/4 royalty. It appears that this subsequent oil and gas lease was recognized by the various working interest owners when the well was subsequently drilled in the NE/4 of Section 6, however, it does not appear that the original lease recorded in Book 30 at Page 273 was ever released of record. Subsequently, an Assignment appears filed of record in Book 395 at Page 556 from Guy B. Kiker in favor of GBK 1972-A covering the subject Oil and Gas Lease recorded in Book 30 at Page 273 in 1975 covering the undeveloped acreage not including the S/2 NW/4 and N/2 SW/4. GBK 1972-A had previously conveyed by Assignment recorded in Book 395 at Page 555, all of its right, title and interest in favor Gadsco, Inc. as to the subject oil and gas lease insofar as said lease covered the S/2 NW/4 and N/2 SW/4, only. Great Basins Petroleum Company and its successors subsequently assigned what is shown as Lease #4 herein via a number of assignments as is indicated under “Leases and Assignments” creating the one chain of title. What is referenced as the PSC #3 Well drilled in the NE/4 was apparently drilled under Lease #4. A mortgage previously executed by Great Basins Petroleum Corporation referenced the ownership of an undivided 75.0785% unit working interest which would include all the working interest as is reflected herein under Leases #1 and #4.
The “other” chain of title for the previous Oil and Gas Lease recorded in Book 30 at Page 273 continues with the Assignment recorded in Book 687 at Page 297 from Gadsco, Inc. in favor of Spartan Resources (75%) and Guy B. Kiker (25%) conveying all right, title and interest in the lease including all descriptions and the SW/4 NE/4. Guy B. Kiker subsequently conveyed his interest in the subject leasehold in favor of Spartan Resources who then conveyed 1/2 of the Guy B. Kiker interest in favor of Wytex Production Corporation. Therefore, under the “other” chain of title as to the Lease recorded in Book 30 at Page 273, Crow Creek Energy, L.L.C. remains the record title owner of a 1/3 working interest under the subject lease as the successor to Wilshire Oil Company of Texas (13.3333 acres); Spartan Resources, L.L.C. remains the record title owner of 23.3333 acres under the Lease and Wytex Production Corporation remains the record title owner of 3.333 net mineral acres under the subject oil and gas lease in the SW/4 NE/4.
In connection with the foregoing, it should be noted that subsequent assignments appear filed of record in favor of XAE Corporation covering the NE/4 rights above the base of the Hartshorne Coal formation in which the Hartshorne formation and the Booch Sand were both reserved by the assignors. The subsequent assignments in favor of XAE Corporation recorded in 2004 referenced the assignment of Lease #4 as set forth herein and XAE Corporation subsequently conveyed in favor of Spartan Resources, L.L.C. 1/2 of its right, title and interest in Leases #1 and #4 as are set forth herein. Therefore, Spartan Resources, L.L.C. has acquired working interest in the new Oil and Gas Lease #4 and, as noted above, is also an owner of working interest in the previous Oil and Gas Lease recorded in Book 30 at Page 273.
In light of all the foregoing, the undersigned is unable to absolutely certify to the working interest ownership as to the SW/4 NE/4 and to certify which of the two leases is the applicable lease for your proposed test well. It would appear that Lease #4, as set forth herein, is superseded by the Oil and Gas Lease recorded in Book 30 at Page 273 which would appear to be held by production. It should be noted, however, that the various working interest owners in the chain of title for the drilling of the wells in the NE/4 apparently recognized Oil and Gas Lease #4 as the valid lease when drilling the wells above the base of the Hartshorne formation.
REQUIREMENT
Note that the undersigned has credited Penn Virginia MC Energy, L.L.C. with all the working interest under Lease #4 and the SW/4 NE/4 as is set forth herein. Full copies of the various assignments of the subject Oil and Gas Lease recorded in Book 30 at Page 273 with complete exhibits attached thereto insofar as said exhibits refer to any oil and gas leasehold in Section 6 including Assignments recorded in Book 208 at Page 64, Book 208 at Page 142, Book 331 at Page 196, and Book 352 at Page
376 should be obtained and submitted for examination. It has been assumed that Lease #4 is the valid oil and gas lease covering rights from the surface to the base of the Hartshorne formation underlying the SW/4 NE/4. Note that there is another chain of title, however, and the original Oil and Gas Lease recorded in Book 30 at Page 273 is owned by parties other than Penn Virginia MC Energy, L.L.C. Penn Virginia MC Energy, L.L.C. should acquire quit claim assignments of the Lease recorded in Book 30 at Page 273 from Spartan Resources, L.L.C. and Wytex Production Corporation. Otherwise, Penn Virginia MC Energy, L.L.C. should institute and complete a quiet title suit wherein it quiets title to its working interest ownership. In the alternative, the parties should stipulate as to their respective ownership with words of grant and cross conveyance and as to whether the original Oil and Gas Lease recorded in Book 30 at Page 273, or Lease #4 as set forth herein, is the valid oil and gas lease covering the rights from the surface to the base of the Hartshorne underlying the SW/4 NE/4 of Section 6. Depending upon what is submitted in connection with the foregoing, additional objections and requirements and/or changes in and to the ownership may be necessitated.
13. Synopsis of Requirements: Here, Lessee/Operator is calling on the title Attorney to summarize, in the fewest words possible, the gist of each of the Requirements, what curative steps are necessary to assure Marketable Title to the Leasehold, and the amount of net mineral acreage involved. A sample FORM for this Synopsis is as follows:
Synopsis of requirements Section __- 7-__N-1W ______County, OK
Drilling Title Opinion:
Prior Requirements
1. Stand-up opinion.
2. Attorney’s disclaimers.
3-8. Advisory as to statutes.
9. Advisory as to taxes.
10. (2.96 ac) No patent ______
11. (.41 ac) Pool decedent ______
12. One acre tract is actually .9837 ac.
13. Easements.
14. (2.96 ac) No patent ______
15. (26.67 ac) Indian successorship ______
16. Advisory as to Indian lease.
17. Indian leases ______
18. Satisfied.
19. Assignment subject to unrecorded agreement ______
20. Expired OGL’s ______
21. O.C.C. proceedings ______
Additional Requirements
22. Note depth clauses______
23. Questar’s lease from Indians ______
24. Lowry Exploration did not assign to Chesapeake ______
25. Overrides subsequently reduced? ______
26. Assignment of overriding royalty “of assignor’s interest” ______
27. Oxley now Chesapeake? ______
28. (.41 ac) Presumed successorship ______
29. (.41 ac) Presumed successorship ______
30. (10 ac) Spouses did not join in MD ______
31. Stranger-to-title ______
32. Advisory as to statutes.
33, 34. Standard disclaimers.
14. Force Pooling Respondents List: Here, the examining Attorney is being called upon by Penn Virginia to provide a list of Unleased Mineral Owners as direct Respondents to a Force Pooling Application if needed to account for their net mineral acreage as part of the Gross Working Interest ownerships calculations, as well as other potential claimants of mineral title, such as possible heirs or successors to decedents, to be listed under a separate heading for those respondents named for curative purposes only, this list will be utilized by PVMCE ‘s Land Department to compose a final list, adding those Leasehold owners who have failed to respond to Proposal Letters for the well to be drillied. An example FORM of such a Force Pooling Respondents List follows:
RESPONDENTS POOLED (continued): Page 2
44. _(client)______29. LeRoy Donald Haskett 11, Co-Personal Rep. of the Estate of Mary Haskett, dec.
822 N. Meta Street 45. Thomas C. Carlson IRA Rollover Trust U/A Cordell, OK 73635-3037 dated 11/2/88 and Amended 4/15/93, Thomas C. Carlson and Carlson Management Co. 30. Elizabeth A. Faulkner, fka Elizabeth P. O. Box 600487 A. Stroud, Co-Personal Rep. of the Dallas, TX 75360 Estate of Mary Haskett, deceased RR1, Box 1270 46. Mabel Hamar Coalgate, OK 74538 c/o Dixie Hohrman 604 S. 30th Cir, Apt. 2S 31. LeRoy Donald Haskett II Clinton, OK 73601 822 N. Meta Street Cordell, OK 73635-3037 47. Dixie Hohrman 604 S. 30th Cir, Apt 2S 32. Sherry R. Jarvis Clinton, OK 73601 P. O. Box 125 Clinton, OK 73601 48. Crystal McSparen aka Crystal K. McSparren fka Crystal Toles 33. Eloise Hamar Keller 3308 Fairway Drive Box 39 Moore, OK 73160 Thomas, OK 73669 49. Alvenia B. Nimmo 34. Charles Cary Nimmo, aka Charles C. Nimmo, P. O. Box 125 Trustee of the Charles Cary Nimmo Revocable Clinton, OK 73601 Trust dated 1/20/97 P. O. Box 125 50.The Known & Unknown Clinton, OK 73601 Heirs of Chester L. Roberts, deceased c/o Beatrice Absher 35. Ouzel Resources, LLC 12634 70th St. 303 E. 17th Ave., Ste. 800 Oskaloosa, KS 66066 Denver, CO 80203 RESPONDENTS POOLED FOR CURATIVE PURPOSES
37 .Janice J. Podoll 700 17th St., Ste. 1750 Denver, CO 80202 51. Dixie Oil, Inc. 232 Cottonmouth Blvd 38. Poison Spider Oil Company, LLC Uvalde, TX 78999 P. O. Box 5660 Denver, CO 80217 RESPONDENTS DISMISSED: 39. H.N. Rhodes, P.E., LLC 36. Mark Phelps & Judy Phelps 4714 S. Jasper St P. O. Box 152 Denver, CO 80015-1714 Seminole, OK 74868
40. Estate of Joy B. Schomp c/o Dale Schomp 1223 Spiderbite Lane Del Rio, TX 79666 RESPONDENTS WITH ADDRESS UNKNOWN:
52. The Known & Unknown Heirs of Mary M. Hamar, deceased 41. Spinnaker LLC ADDRESS UNKNOWN 700 17th St., Ste. 1750 Denver, CO 80202 53. Known and unknown heirs of Jimmy Ross Hamar 42. Dorothy Jane Stevens, .a.k.a. Dorothy J. Stevens ADDRESS UNKNOWN 11705 SW. 3rd St. Yukon, OK 73099 54. Mabel Hamar ADDRESS UNKNOWN 43. Winzeler Family Partnership, R.L.L.L.P. 10718 Olympia Dr. Houston, TX 77042-2819
15. Spacing or Increased Density Respondents List: Here, Penn Virginia is asking the examining Attorney to list all the names (and addresses, as provided initially in the Brokers Ownership Report) of all owners of a right to production from the proposed well. These lists will follow the same format as that for the Force Pooling Respondents list next above, using the same serial numbering of each owner, save only that these lists will have only two “headers” and columns of data under them—(1) all owners WITH A LAST KNOWN ADDRESS, and (2) all owners WITHOUT A LAST KNOWN ADDRESS.
DIVISION ORDER TITLE OPINIONS:
The instructions above for Brokers and Attorneys will be virtually the same for the preparation of Division Order Title Opinions, with some exceptions as to content and layout, as follow:
1. Addresses and TIN’s as well as full legal names of Owners. At pain of repetition, and even if the examining Attorney is not provided with a Broker’s Ownership Report containing this information. Since owner identification and tracking them down for the purpose of leasing their interest or forcing a lease from them by Pooling is substantially a “name and address” game we will look to that Attorney to record these last known addresses as he or she examines each of the instruments of record.
2. Unit Summary – again, as in the case of the Drilling Title Opinion, Penn Virginia wants to see this Summary on the first or first few pages of the Opinion, using the following divisions and column headers:
ROYALTY:
Owner Name & Unit Address Tract # / Revenue Net Requirement (TIN)__ Lease(s) #(s) Calculation Revenue ______Number (s)___
OVERRIDING ROYALTY: (Owner) (Tract / Lease) (Revenue (Unit NRI) (Requirment #(s)) Calculation)
WORKING INTEREST: Proportionate (Owner) (Tract / Lease) (Revenue (Unit NRI) Production (Requirment #(s)) Calculation) Interest
Exhibit # 1
Daniel D. Deepthinker Attorney at Law 0000 S. Avenue, Suite 000 Bowlegs , OK 79001 (000) 000-8669 FAX (000) 000-9000
June 10, 2008
______Energy, L.L.C. 320 S. ____Suite 0000 Maude, Oklahoma 79002
Attn: Mr. Jon Love Re: South Suwanee Prospect – Suwanee River 1-4H Well
DRILLING TITLE OPINION
All of Section 000, Township 000 North, Range 000 West, Wahoo County, Oklahoma, containing 639.4 acres, more or less
Dear Mr. Love:
Pursuant to your request, I have examined the tract indices of the Wahoo County Clerk’s Office and copies of the various instruments as filed of record covering the above captioned premises from inception of title through June 4, 2008. Pursuant to my examination, I find title suitable for the purposes of drilling for oil and gas subject to the comments, objections and requirements as hereinafter set forth as of June 4, 2008 at 8:00 a.m. which is one and the same as the date of the recording of the Last Instrument Examined by me as recorded at Book 1991 Page 87 in the office of the Wahoo County Clerk, as follows: EXHIBIT # 2
CONSOLIDATED WORKING INTEREST OWNERSHIP
Effective Total W.I. Owner Lease NRI Acres Percentage P______Energy, 1-13 80% 310.0868 L.L.C. 14,15 78.25% 3.3067 17 79.25% 7.1154 18 74% 8 .6538 329.1627 51.47993%
C______Exploration, 1-13 79.2% 239.0835 L.L.C. 14,15 78% 1.5181 16 75% 1 .7154 242.3170 37.89756%
C_____Resources, L.L.C. 1-13 77.75% 37.564 14,15 76.75% .330 37.894 5.92649%
Tim Zapata 1-13 79.25% 2.5042 14,15 78.25% .0221 2.5263 .3951%
Unleased Minerals 27 .5000 4 .30092% 639.4 100%
EXHIBIT # 3
FEE TITLE:
SURFACE OWNERSHIP
OWNER DESCRIPTION Roger S_____and Donna S_____ Lots 1 (39.1 a) and 2 (39.2 a) and (Tenants in Common) S/2 NE/4
Yvonne M.______NE/4 SE/4
Leon S_____and Gweneth S_____, NW/4 SE/4 and S/2 SE/4 Joint Tenants
Elaine P. B______, Trustee of the SW/4 and Lot 3 (39.05 a) and SE/4 Elaine P. B______NW/4 Revocable Living Trust
Weldon R. S______and Joyce C. Lot 4 (39.25 a) and SW/4 NW/4 S______, Joint Tenants
EXHIBIT # 4
MINERAL AND ROYALTY OWNERSHIP
Tract No. 1: Lot 1 (39.96 acres) and Lot 2 (39.89 acres) and the South Half of the Northeast Quarter (S/2 NE/4), a/d/a the Northeast Quarter (NE/4) of Section 4, containing 159.85 acres, more or less.
Fractional Net Lease Lease Owner Interest Acres Royalty No.
Roger S_____ 79.925/159.85 79.925 3/16 11
Donna S_____ 79.925/159.85 79.925 3/16 11
Tract No. 2: The Northeast Quarter of the Southeast Quarter (NE/4 SE/4) of Section 4, containing 40 acres, more or less.
Fractional Net Lease Lease Owner Interest Acres Royalty No.
Yvonne M.______40/40 40 3/16 2
Tract No. 3: The Northwest Quarter of the Southeast Quarter (NW/4 SE/4) and the South Half of the Southeast Quarter (S/2 SE/4), a/d/a the West Half of the Southeast Quarter (W/2 SE/4) and the Southeast Quarter of the Southeast Quarter (SE/4 SE/4) of Section 4, containing 120 acres, more or less.
Leon _____and Gwen 30/120 30 3/16 9 ______, Joint Tenants
Michael G. Snider 7.5/120 7.5 3/16 6
Donald W. Snider 7.5/120 7.5 3/16 7
David B. Snider 7.5/120 7.5 3/16 8
Karen J. Spradlin 7.5/120 7.5 3/16 7
Joe B. Hinz and Karen V. 4.6154/120 4.6154 1/4 13 Hinz, Tenants in Common
G.W. Lowry, Jr. 3.4615/120 3.4615 3/16 14
Don Sappington 3.4923/120 3.4923 3/16 12
Imperial Oil Company 8.6538/120 8.6538 1/4 18
Bank of Oklahoma, Trustee of 1 7.1154/120 7.1154 3/16 17
the William R. Albracht I.R.A.
Leon Red 1.7154/120 1.7154 3/16 15
George S. Johnson 1.7308/120 1.7308 3/16 5
Charles W. Brown 1.7154/120 1.7154 1/4 16
The United States of America, 2 27.5/120 27.5 ? Unleased Bureau of Indian Affairs, in Trust for the heirs of Heap of______(member of the Cheyenne/Arapaho Tribe- Restricted Indian)
______1 There is some question as to the ownership to the above 7.1154 net mineral acres. Please refer to Objection and Requirements No. 7 below in regard thereto.
2 This interest may have been leased for the benefit of __X____ Resources Company, however, no lease appears filed of record or has been submitted for examination. Please refer to Objections and Requirements below in regard thereto.
Tract No. 4: The Southwest Quarter (SW/4) of Section 4, containing 160 acres, more or less.
Fractional Net Lease Lease Owner Interest Acres Royalty No.
Ely P. B______, Trustee 1 160/160 160 3/16 10 of the Ely P. B______Revocable Living Trust dated August 16, 0000
______1 Ely P. B______as Trustee owns all the executory rights and 1/2 of the
rights to the royalty as to Tract No. 4. The following parties own the following shares of a 1/2 non-participating royalty interest in perpetuity:
Name % of 1/2 Non-Participating Royalty Acres Red______, Ltd. 25% 20.0 Wayne and Shawn W______, 12.0002% 9.6004 Joint Tenants KOO, Inc. 6.25% 5.0 Brian B_____ 5.7379% 4.5903 J.T. C______5.7379% 4.5903 Billy J. S______5.4545% 4.3636 Kenneth S______3.2174% 2.5739 Janet W_____ 3.0304% 2.4243 Pauline M______3.0304% 2.4243 Peggy H_____ 3.0304% 2.4243 Karlene S. G_____ 3.0304% 2.4243 Randy M. S______3.0303% 2.4242 Jack W. S______3.0303% 2.4242 James D._____, Paulette J. Q______2.7699% 2.2159 and Phyllis M. S______, Co-Trustees of the Irving S______and Linda Sc______1987 Irrevocable Trust Guy M____ 2.5% 2.0 Benferd J. H___ 1.5625% 1.25 Carol L. ____ 1.5625% 1.25 William A. L_____, Jr. 1.275% 1.02 James R. W_____, Jr. 1.25% 1.0 Patrick T. C______1.25% 1.0 Bill J. T______1.25% 1.0 Christie L. G____ 1.25% 1.0 Laura J. T____ 1.25% 1.0 Danny R. M_____ 1.25% 1.0 Wayne G. G______.625% .5 Stephen V. E_____ .625% .5
Tract No. 5: Lot 4 (39.74 acres) and the Southwest Quarter of the Northwest Quarter (SW/4 NW/4) a/d/a the West Half of the Northwest Quarter (W/2 NW/4) of Section 4, containing 79.74 acres, more or less.
Fractional Net Lease Lease Owner Interest Acres Royalty No.
Weldon R. S______and 79.74/79.74 79.74 3/16 4 Joyce C. S______, Joint Tenants
Tract No. 6: Lot 3 (39.81 acres) and the Southeast Quarter of the Northwest Quarter (SE/4 NW/4), a/d/a the East Half of the Northwest Quarter (E/2 NW/4) of Section 4, containing 79.81 acres, more or less.
Fractional Net Lease Lease Owner Interest Acres Royalty No.
P______Exploration and 39.905/79.81 39.905 3/16 3 Producing, Inc.
Arlene B______39.905/79.81 39.905 3/16 1
EXHIBIT # 5
COMBINED OIL AND GAS LEASEHOLD
I. Leases #1-#13 (589.2385 acres @ 3/16 royalty)
______Energy, L.L.C. 52.625% 1 ______Exploration, L.L.C. 40.575% 2 ______Resources, L.L.C. 6.375% 2,3 Tim Zapata .425% 2
______
1 The working interest of ______Energy, L.L.C. is subject to an overriding royalty interest of 1.25% owned by J___ D. W______.
2 The above working interest is subject is subject to an overriding royalty interest of 2% x 8/8 owned by C______Energy, Inc. 6.375% of the working interest shown owned by ______Exploration, L.L.C. is subject to an additional override of .75% owned by Tim Zapata and John Shoemaker, each.
3 All the working interest of Oxley Resources, L.L.C. is subject to an overriding royalty interest of .75% owned by Tim Zapata and John Shoemaker, each.
II. Leases #14 and #15 (5.1769 acres @ 3/16 royalty)
______Energy, L.L.C. 63.875% 1 ______Exploration, L.L.C. 29.325% 1,2 ______Resources, L.L.C. 6.375% 1,2 Tim Zapata .425% 1
______1 All the above working interest is subject to overriding royalty interest of 2.5% owned by ______Energy Company, L.L.C. and a 1% x 8/8 overriding royalty interest owned by C______Energy, Inc.
2 6.375% of the working interest owned by C______Exploration, L.L.C. and all the working interest owned by O______Resources, L.L.C. is subject to an overriding royalty interest of .75% x 8/8 owned by Tim Zapata and John Shoemaker, each.
III. Lease #16 (1.7154 acres @ 1/4 royalty)
C______Exploration, L.L.C. 100%
IV. Leases #17 and #18 (7.1154 acres @ 3/16 royalty) (8.6538 acres @ 1/4 royalty)
______Energy, L.L.C. 100% 1 ______
1 The working interest of ______Energy, L.L.C. as to Lease #17 is subject to a 2% x 8/8 overriding royalty owned by C______Energy, Inc. and a 1% override as to Lease #18 owned by C______Energy, Inc.
V. Unleased Mineral Owners (27.5 acres)
EXHIBIT # 6
LEASES AND ASSIGNMENTS
Lease #1 Type: Paid-Up Dated: July 9, 2005 Recorded: Book 1015, Page 994 Lessor: Arlene K. B_____ Lessee: C____D_____ Energy, L.L.C. Description: Lot 3 and SE/4 NW/4 of Section 000-000N-000W Primary Term: 3 years Royalty: 3/16 Shut-in Gas Clause: Yes - $1.00 per year per acre. Pooling Clause: Yes Entireties Clause: None Special Provisions: None
Lease #2 Type: Paid-Up Dated: July 9, 2005 Recorded: Book 1016, Page 119 Lessor: Yvonne M. F______Lessee: C____D_____ Energy, L.L.C. Description: NE/4 SE/4 of Section 000-000N-000W Primary Term: 3 years Royalty: 3/16 Shut-in Gas Clause: Yes - $1.00 per year per acre. Pooling Clause: Yes Entireties Clause: None Special Provisions: The lease contains a pugh clause releasing all rights below the deepest formation penetrated
Lease #3 Type: Paid -Up
Dated: July 9, 2005 Recorded: Book 1016, Page 125 Lessor: Del ______, Individually and as Trustee of the Del ______Revocable Trust dated January 17, 2000 Lessee: C____D_____ Energy, L.L.C. Description: Lot 3 and SE/4 NW/4 of Section 4-11N-16W Primary Term: 3 years Royalty: 3/16 Shut-in Gas Clause: Yes - $1.00 per year per acre. Pooling Clause: Yes Entireties Clause: None Special Provisions: None
Special Provisions: The lease contains a pugh clause releasing all rights below total depth plus 100 feet and a no deduction of cost clause
EXHIBIT # 7
Assignment of Leases #1-#13
Dated: January 1, 0000 Recorded: Book 0000, Page 0000 Assignor: C___ C____Energy, L.L.C. Assignee: See below Interest Assigned: All right, title and interest reserving an overriding royalty interest equal to the difference between 79.25% and existing lease burdens
Assignee % of Interest O____ D_____, L.L.C. 12.75% Tim Zapata .85% C___ J. D____, Trustee of the 4.25% C___ J. D____ Revocable Trust XYZ Energy, L.L.C. 4.25% Sierra Resources, Inc. 9.35% N______Petroleum Corporation 4.675% C______Energy, Inc. 3.75% M______Oil & Gas, L.L.C. 14.375%
L______Exploration, Inc. 3.0% J____ E. W_____ 2.25% R______E. G______2.25% (retained 38.25%) 61.75%
Assignment of Leases #1-#13 (ORRI)
Dated: January 1, 0000 Recorded: Book 0000, Page 0000 Assignor: C____ C_____Energy, L.L.C. Assignee: C______Energy, Inc. Interest Assigned: The overriding royalty interest previously reserved to 79.25% in the previous assignment
Assignment of Leases #1-#13 (ORRI) Dated: January 1, 0000 Recorded: Book 0000, Page 0000 Assignor: C____ C_____Energy, L.L.C. Assignee: J___D___ W______Interest Assigned: A 1.25% overriding royalty interest on the working interest of assignor Assignment of Leases #1-#13 Dated: August 8, 2006 Recorded: Book 1044, Page 175 Assignor: M______Oil & Gas, L.L.C. Assignee: V_____Z______Energy, L.L.C. Interest Assigned: All right, title and interest
Assignment of Leases #14 and #15
Dated: September 1, 0000 Recorded: Book 1054, Page 53 Assignor: ____ Energy Company, L.L.C. Assignee: V_____Z______Energy, L.L.C. Interest Assigned: All right, title and interest reserving an ORRI of 2.5% EXHIBIT # 8
POSSESSION
No evidence of possession has been submitted to the undersigned for examination. Please refer to Comment No. 1 below in regard thereto.
EXHIBIT #9
ENCUMBRANCES
TAXES
Payment of Ad Valorem Taxes are not certified to.
UNRELEASED MORTGAGES
1. Dated: September 21, 2007 Recorded: Book 1082, Page 439 Mortgagor: Roger S_____ and Donna S_____ Mortgagee: Oklahoma Bank & Trust Company, Bowlegs, Oklahoma Coverage: Lots 1 and 2 and S/2 NE/4 Principal Amount: $1,039,800.00 Subordinated: No and none is required
2. Dated: August 29, 1991 Recorded: Book 775, Page 325 Mortgagor: George F______and Yvonne F______Mortgagee: Farm Credit Bank of Wichita Coverage: NE/4 SE/4 Principal Amount: $300,000.00 Subordinated: No. This mortgage should be subordinated in favor of Lease #2
3. Dated: September 23, 1981 Recorded: Book 565, Page 354 Mortgagor: Roger S______and Donna S______Mortgagee: Commissioners of the Land Office Coverage: Lots 1 and 2 and S/2 NE/4 Principal Amount: $98,700.00 Subordinated: No. This mortgage should be subordinated in favor of Lease #11
4. Dated: January 6, 1978 Recorded: Book 476, Page 829 Mortgagor: Weldon S______and Joyce S______Mortgagee: Farmers Home Administration Coverage: Lot 4 and SW/4 NW/4
Principal Amount: $40,000.00 Subordinated: No. This mortgage should be subordinated in favor of Lease #4
d UNRELEASED OIL AND GAS LEASES
Comment: The undersigned’s review of the tract indexes and the various documents submitted for examination reveal no unreleased oil and gas leases that were executed prior to the effective date of the Oklahoma Statutory Pugh Clause and which covered acreage other than in Section 4. It has been assumed that all unreleased oil and gas leases whose primary terms have expired are of no further force and effect and that there has been no production, a shut-in gas well, or other operations sufficient to perpetuate any of the unreleased oil and gas leases to date. Please refer to Objections and Requirements below in regard thereto.
PENDING SUITS, JUDGMENTS OR LIENS
No evidence of any pending suits, judgments or liens appears filed of record against the captioned premises in the Wahoo County Clerk’s Office. In connection with the foregoing, the undersigned did not examine the civil direct/indirect indexes in the Wahoo County Court Clerk’s Office to verify that any lawsuits had been filed by or against the record title owners to the subject premises nor did the undersigned examined the probate indexes. Please refer to the Objections and Requirements below in regard thereto.
EASEMENTS AND/OR RIGHTS-OF-WAY
1. Dated: January 26, 1984 Recorded: Book 642, Page 654 Grantor: Donald S_____ et al Grantee: Reliance Pipeline Company Description: SE/4 SE/4 and W/2 SE/4
2. Dated: December 22, 1983
Recorded: Book 642, Page 677 Grantor: Manfred W______Grantee: Reliance Pipeline Company Description: SW/4
Comment: A Memorandum of Lease Agreement appears filed of record referencing a surface lease covering the SE/4 dated June 24, 2002 for a 30 year term by and between Leon and Gwen S_____ to L______Wind Corporation, Inc.
Comment: You should ascertain the location of all easements and rights of way and note the surface lease agreement as referenced above and ensure that your intended operations do not interfere or encroach upon same.
EXHIBIT # 10
COMMENTS:
1. This Opinion is subject to the rights of all parties in possession of the subject property. You should determine what interest is claimed by any such party in possession other than the record owners of the surface. In the event a tenant is in possession, we require you to obtain a tenant’s consent agreement prior to the commencement of operations upon the property.
2. This examination does not cover rights of which possession might be notice or orders, rules and regulations of governmental agencies, or mechanics, materialmens or waiver of liens, or future installments of assessments or liens of federal or state governments or any other claim not shown of record in the materials examined; nor can I certify as to the identity, competency, or majority of persons executing the instruments shown in the chain of title.
3. Matters stated in this Opinion are subject to all orders of the Oklahoma Corporation Commission with respect to pooling, spacing, the establishment of drilling units, unitization and the like. These items are not usually part of the public records and are not required to be. You should inquire as to the terms of all such orders which may affect any one or more formations underlying the subject property and furnish copies of all of same to me for my examination. Furthermore, the undersigned has assumed that all orders of the Oklahoma Corporation Commission relating to spacing, pooling and location exceptions have been properly issued pursuant to correct legal notice and the constitutionality of all rules and statues pertaining to the Corporation
Commission. The undersigned has also assumed the constitutionality of all Oklahoma title curative statutes.
4. The ownership as is reflected in this Opinion is based solely on the various documents which have been filed of record in the county in which the subject property is located. Various matters, including bankruptcy proceedings, are filed in the Federal District Court and are often not placed of record in the County. The effect of any such matters filed in the Federal District Courts, therefore, has not been incorporated in this Opinion.
EXHIBIT # 11
OBJECTIONS AND REQUIREMENTS
OBJECTION NO. 1
Your attention is directed to the unleased mineral interest owners as are set forth above under “Ownership”.
REQUIREMENT
Previous to conducting drilling operations for your proposed test well you should obtain as applicable, 1) an oil and gas lease from said mineral interest owners, 2) a Participation or Joint Operating Agreement with those mineral interest owners that desire to participate in your proposed test well, or 3) force pool those mineral interest owners with whom you cannot voluntarily agree to develop the unit.
OBJECTION NO. 2
Your attention is directed to the various working interest owners that own a record title working interest under existing oil and gas leases.
REQUIREMENT
Previous to conducting drilling operations for your proposed test well you should obtain as applicable, 1) an assignment or farmout of said working interest, 2) a participation or joint operating agreement with those working interest owners that desire to participate in your proposed test well, or 3) force pool those working interest owners with whom you cannot voluntarily agree to develop the unit.
OBJECTION NO. 3
Your attention is directed to the fact that the primary terms of a number of the base oil and gas leases as set forth herein expired in July of 2008 (being Leases #1-#12 herein). The undersigned, pursuant to your request, has shown these leases as being valid oil and gas leases based upon the assumption that you shall commence drilling operations previous to July 9, 2008 on the subject premises. In the event that one or more of the oil and gas leases’ primary terms expire, then changes in and to the ownership as set forth herein would be necessitated.
REQUIREMENT
You must independently ensure that you commence drilling operations, as that term is defined by the Oklahoma Supreme Court, previous to the expiration of the primary terms of the subject oil and gas leases.
OBJECTION NO. 4
As is noted under “Leases and Assignments” C_____Energy, L.L.C. executed an assignment effective as of January 1, 2006 recorded in Book 1229 at Page 948. The Exhibit “A” attached to said assignment referenced an oil and gas lease dated July 19, 2005 which was not recorded of record in Wahoo County as executed by The Bureau of Indian Affairs on behalf of the heirs of Heap of ______in favor of C______Energy, L.L.C. The undersigned has now been orally advised that this oil and gas lease was never approved and is not a valid oil and gas lease in favor of C______Energy, L.L.C. and, therefore, the undersigned has reflected this interest as unleased herein. The undersigned has further been orally advised that the lease was subsequently put up for bid at the Bureau of Indian Affairs Auction and that T______Properties, Inc. was the successful bidder on behalf of S______Company. No records of the Bureau of Indian Affairs or Concho agency have been examined.
REQUIREMENT
Investigation should be made as to the current existence and validity of the subject oil and gas lease and whether, in fact, what is shown as the unleased mineral interest has been leased. P______L.L.C. should execute a disclaimer of any interest under the subject oil and gas lease in light of the fact that it was included on the exhibit to the subject assignment as above
referenced. You should name T______Properties, Inc. and/or S______Company for your well proposal purposes. A status report of the subject oil and gas leasehold and the records of the Bureau of Indian Affairs should be obtained and submitted for examination. Depending upon what is submitted, additional objections and requirements and/or changes in and to the ownership as set forth herein may be necessitated.
OBJECTION NO. 5
A number of assignments of oil and gas leases as set forth herein by and between C______Energy, L.L.C. et al referenced that the assignments were made subject to terms of an unrecorded letter agreement (apparently an Exploration Agreement) dated November 15, 2004 by and between the assignors and assignees. The undersigned has not examined a copy of the unrecorded Letter Agreement and the effect of the terms, if any. Upon the ownership as is set forth herein by and between the various assignees of C______Energy, L.L.C. have, therefore, not been incorporated herein.
REQUIREMENT
The unrecorded Letter Agreement should be obtained and submitted for examination subject to possible additional objections and requirements and/or changes in and to the ownership to be made in regards thereto.
OBJECTION NO. 6
C______Energy, L.L.C. remains the record title owner of the working interest under Leases #1-#13 shown owned by P______, L.L.C. The undersigned has credited this working interest in P______, L.L.C. as the apparent successor to the record title ownership of C______Energy, L.L.C.
REQUIREMENT
Evidence of the succession by P______, L.L.C. to the record title working interest should be filed of record against the subject premises.
OBJECTION NO. 7
A Mineral Patent appears filed of record #35-85-0085 from The United States of America to the Trust Company of Oklahoma “Trustee 0000-
50-05” conveying an undivided 37/624 mineral interest in Tract No. 3. In connection therewith, your attention is directed to the execution of Lease #17 by the Bank of Oklahoma as Trustee of the William R. ______IRA which purports to cover this same interest. Subsequent to the above referenced mineral patent, a Trustees Quit Claim Mineral Deed and Conveyance appears filed of record dated November 4, 2005 recorded in Book 1023 at Page 340 in which The Trust Company of Oklahoma, “Trustee 0658-50-05” (grantor) conveys unto Donnie ______Living Trust, The Trust Company of Oklahoma as Agent (grantee) all of grantor’s right, title and interest referencing an undivided 37/624 interest in all minerals underlying Tract No. 3. Subsequently, however, a Mineral Deed appears filed of record dated June 27, 2006 recorded in Book 1041 at Page 650 wherein the Bank of Oklahoma, N.A. (successor by merger to the interest of BancOklahoma Trust Company, successor by merger to the interest of the Trust Company of Oklahoma, Oklahoma City, Trustee 0658-50-05 (grantor) conveys unto Bank of Oklahoma N.A. Trustee of the William R.______IRA an undivided 37/624 interest in Tract No. 3. The undersigned, for the purposes of this Opinion, has assumed that the subsequent mineral deed is a valid mineral deed conveying the undivided 37/624 mineral interest as originally created under the Mineral Patent recorded in Book 1671 at Page 828.
REQUIREMENT
The Trust Company of Oklahoma as Agent for the Donnie ______Living Trust should execute a Mineral Quit Claim Deed conveying an undivided 37/624 mineral interest in the SE/4 SE/4 and the W/2 SE/4 of Section 4 and said mineral deed filed of record. You should name the Trust Company of Oklahoma as agent of the Donnie______Living Trust as a respondent in your force pooling proceedings if the quit claim deed is not filed of record. In the event that the Trust Company of Oklahoma as Agent of the Donnie______Living Trust is claiming the subject 37/624 mineral interest, which would appear likely in light of the quit claim deed, then additional objections and requirements may be necessitated in this regard. Depending upon what is submitted in connection with the foregoing, additional objections and requirements and/or changes in and to the ownership may be necessitated.
OBJECTION NO. 8
Leon _____was vested with an undivided 3/208 mineral interest underlying Tract No. 3. Subsequently, a Mineral Deed appears filed of record
in Book 1742 at Page 2578 from Don S______to Leon ______conveying an undivided 1.7 net mineral acre interest in Tract No. 3. Subsequently, a Mineral Deed appears filed of record in Book 1742 at Page 2558 from Leon ______in favor of Charles W. _____ purporting to convey “an undivided 1/2 interest” in the NW/4 SE/4 and S/2 SE/4. The undersigned, for the purposes herein, has assumed that it was the intention of the subject mineral deed to convey 1/2 of Leon_____ ’s mineral rights (i.e. an undivided 1/2 of grantor’s interest) rather than an undivided 1/2 interest as is referenced in the mineral deed.
REQUIREMENT
A Correction Mineral Deed should be executed and filed of record from Leon______and approved by Charles W. _____wherein an undivided 1/2 of grantor’s mineral rights as of June 5, 1989 were conveyed by the subject mineral deed.
OBJECTION NO. 9
A Mineral Deed appears filed of record in Book 950 at Page 380 from Stephen R______and Diane R_____ in favor of R______Energy, L.L.C. purporting to convey an undivided 6.96 net mineral acres in Section 4. Stephen and/or Diane______would appear to be strangers to the record title mineral ownership based upon the documents examined by the undersigned.
REQUIREMENT
The muniment or basis of title by which Stephen R_____ and/or Diane______acquired any mineral interest in Section 4 should be obtained and submitted for examination. You may desire to name R______Energy, L.L.C. as a respondent in your force pooling proceedings for protection purposes. Depending upon what is submitted in connection with the foregoing, additional objections and requirements and/or changes in and to the ownership may be necessitated.
OBJECTION NO. 10
Your attention is directed to the unreleased mortgages as are set forth above under “Encumbrances”.
REQUIREMENT
As to those mortgages executed previous to the base oil and gas leases as executed by the mortgagors (Nos. 2, 3 and 4) these mortgages should be subordinated in favor of the subject oil and gas leases. As to the mortgage executed subsequent to the execution of the base oil and gas lease as executed by the mortgagor, no requirement is deemed necessary for drilling purposes. In the event of production for all the unreleased mortgages, the mortgagee should join in the execution of the relevant division order or payment made to the mortgagee pursuant to the assignment of production as contained in said mortgages.
OBJECTION NO. 11
A Memorandum of Surface Lease Agreement appears filed of record in Book 1946 at Page 874 dated June 24, 2002. This Memorandum gives notice to third parties of a surface lease agreement between Leon and Glenn ______and the L______Wind Corporation, Inc. This lease covers the SE/4 and is for a 30 year term.
REQUIREMENT
Take notice of the existence of the lease agreement and ensure that your intended operations do not interfere or encroach upon the rights of the lessee under the subject surface lease.
OBJECTION NO. 12
A number of unreleased oil and gas leases appear filed of record whose primary terms have expired. There are no unreleased oil and gas leases executed previous to the effective date of the Oklahoma Statutory Pugh Clause which covered acreage other than in Section 4. It has been assumed for the purposes of this Opinion that all unreleased oil and gas leases whose primary terms have expired are of no further force and effect.
REQUIREMENT
You must independently verify and ensure that there has been no production, a shut-in gas well, or other operation sufficient to perpetuate the unreleased oil and gas leases to date.
Very truly yours,
S______Attorney at Law