~for by Assignors or their predecessors in title in connection with the lease, sale or ex-

Transcription

1 STATE OF NEW YORK, COUNTY OF NEW YORK. BEFORE ME, a Notary Public in and for New York County, New York, on this day person- ally appeared George C. Fraser, the President of THE TXL OL CORPORATON, a corporation, known to me to be the person whose name is subscribed to the foregoing instrument, and acknow- ledged to me that he executed the same for the purposes and consideration therein expressed, and as the act and deed of said corporation, and in the capacity therein stated. GVEN UNDER MY HAND AND SEAL OF MY OFFCE at New York, in New York County, New York, this -- day of Jan. 2 9, = (Seal)!My Commission expires: Henry Holl i Notary Public State of New York No Qualified in Nassau lcounty - Cert. filed with New York County Clerk - Term Expires March 0, 96 Henry Holl Notary Public, New York County, New York Filed for record on the 2rd day of February, A.D. 9 at :00 o'clock P.M., and duly recorded on the 29th day of March, A.D. 9 at : o'cloc County Clerk, Reeves County, Texas File No. 0 FRASER, BURR AND OLYPHANT TO THE TL OL CORPORATON (MNERAL DEED) B STATE OF TEXAS, COUNTY OF REEVES. KNOW ALL MEN BY THESE PRESENTS That: Whereas, the undersigned, George C. Fraser (formerly George C. Fraser, Jr.), George L. Burr and John K. Olyphant, Jr. (herein collectively called "Assignors"), individually and as Trustees of Texas Pacific Land Trust (herein called "the Trust"), a trust created by a Declaration of Trust dated February, 988 (herein called "the Declaration of Trust"), by an nstrument of Conveyance, Assignment and Transfer (herein called "the Blanket Conveyance") executed by Assignors as of the tenth day.of December, 9, and effective for all purposes l as of :00 A.M. the tenth day of December, 9, granted, bargained, sold, assigned, transfurred, not over and conveyed unto The TL Oil Corporation, a Delaware corporation with a permit to transact business in Texas (herein called "Assignee") subject to the qualifications, i exceptions, reservations, covenants and agreements therein contained, all of the estates, ; rights, titles, chosen in action and other interests of Assignors as existing at the effective date and hour of the Blanket Conveyance in and to all oil, gas and other minerals (as therein 'defined) in, under and that may be produced, saved and marketed from all lands owned by. Aseignora, or reserved in sales of land theretofore made by Assignors or their predecessors ii!'title, wherever situated (except only certain town lots which were expressly excluded from the Blanket Conveyance), together with all royalties, overriding royalties, limited overriding royalties, production payments and other mineral interests of whatever character, including j reversionary interests in oil, gas and other minerals theretofore reserved to or contracted ~for by Assignors or their predecessors in title in connection with the lease, sale or ex- change of lands or minerals, or however and whenever arising, together with all delay rentals, bonuses, and money payments of whatever character accruing after the effective date of the Blanket Conveyance under and by virtue of any and all oil andas g or oil,,gas and mineral leases theretofore sad~e by Assignors or their predecessors in title or contracts made with respect to such leases; and Whereas, the Blanket Conveyance, which is recorded in the Deed Records of Reeves County, Texas (and reference is here made to the Blanket Conveyance and to the record thereof for its full terms and } provisions), is effective without the necessity for the execution of any additional or supplemental instruments, but contains a covenant for further assurance

2 f br Which Assignors agree to execute and deliver to Assignee additional instruments of con- oyance, assignment and transfer specifically describing particular tracts of land and ape- cifically reserving to Assignors, as Trustees, and their successors in office under the Declaration of Trust the appropriate non-participating royalty interests provided to be re- i'!~' served by the terms of the Blanket Conveyance; and this instrument is executed and delivered pursuant to the mentioned covenant for further assurance contained in the Blanket Convey- r and Whereas, it is deemed unnecessary to fully set out herein all of the covenants and agreements contained in the Blanket Conveyance, but no ommission herein of any covenant or agreement contained in the Blanket Conveyance shall be considered to waive or excuse the full performance by Assignee of each of such covenants and agreements; Now, Therefore, for and in consideration of the premises hereinabove stated, Assig- nors do hereby grant, bargain,sell, assign, transfer, set over and convey unto Assignee, its successors and assigns, subject to the exceptions, reservations, covenants and agreements hereinafter contained, all of the estates, rights, titles, choses in action and other in- terests of Assignors in and to all oil, gas and other minerals (as hereinafter defined) in and under or that may be produced, saved and marketed from the following described lands situated in Reeves County, Texas, to-wit: SURVEY Sub-Division No. Township Block Acres W/ Wf 8 9 E/ N/2 and SE/ 0 80 N/2 and SE/! SE/ NE/ and SW/ 0 W/2 ~ 0 SE / w/2 and SE/ E/2 and SW/ N/2 NW/ E/2 0 W/2 and SE/ N/2 0 N/2 and SE/ 0 80 NE/ and SW/ 0 n n n E/2 of NW/ E/2 and SW/ NW / and SE/ Sf2 and NW/ and NE/ NW/ and SE/ 0 All NE/ N// ~ N E/ and SW/ N/2 N/2 and SW/ 8 80 W/2 and SE/ 80 8 NE and SW/t,. N/2 and SW/i, E/2 N/2 and SE/ 8 NW/ and SE/ 8 NW/ N/2 ofdn/2/ SW / n n n 60 S 2 2 S 2 la i P, `, L r r y ji 0 "M

3 L SURVEY Sub-Division No, Township Block Acres W/22 K/2 2 S2 2 2 E%2?9 s/a wjz ~ E/2 9 E%2 N W2 and SE/ N 2 E%2 $2 S 2 /2 9 E/2 N/2 and SE/ N/2 and SW/ S% /2 of NW/ x/2 and SE/ E/2 and SW/ and Sw/ ~~z and NE/ ~i ~~z i N/2 E/2 am / S S /2 9 N/2 /2 2 S 2 S n/2 9? g/2 w/2 9 S f2 /2 9 S%2 2~ /2?9 W/2 W/2 9 S /2 /2 $W/, and E/2 of SE/ of Sw/» w 6 w

4 S URVEY Sub-Division No. Township Block Acres NWand / N/2 o 2 6 f NNE / NE0f SE/ S 2 of S /2 N/2 of NW/ NE/ and 29 6 NW/ and and 2 ~ 2 6 NW/ and 2 6 NW/ and and 2 6 NE/ and 6 NE/ and 6 NE/ and 6 z and E/2 9 6 ~ NW/i. and 6 /2 9 6 S 2 2 / 2 6 S2 2 6 NW/ and and i 6 6 NW/i. and E%2 6 6 /2 6 S 2 6 Sw% 6 Sw/ 6 S ( 2 6 W/2 2 6 N/ sf2 9 6 E/2 6 E/2 W% 2 6 Sw j 8 6 W2 8 E/ SW / /i. 8 6 E/ N/ E/ N/ Save and except the 260 acres, more or less, out of the which are contained in a 2.9 acre tract, described in a certain deed (Assignor's #9) to Red Bluff Water Power Control District dated May 2, 9, of record in Volume 8, page 260, Deed Records of Reeves County, Texas 29 N,/ and W/2 9 and S /2 Sw/ of NE/ NWJ of SE-/ Of SEA SW/ n " n NW/ and 2 E/2 of NW/ S

5 H Z U. SURVEY Sub-Division No. Township Block Acres S~2 of SE/ 2 2 w/2 and NEE 9 2 E/2 of NE 2 W/2 of sw/ E/2 and S,/ 2 W/2 ofsw S2 2 2 E/2 of SW/ 2 2 and NE/ 2 2 aad NE/ S~2 2 NW 2 NE/ 9 2 NE J and 2 S2 2 NEj S2 9 and NW/ 2 2 S NE/ and SW/ NE/ and Sw/ NE/ and SW/ NW/ and SE/ 9 NE and Sw/ NE/ and SW/ NW/ and SE/ i. 2 Save and except 9. acres, more or less, being Tract No. and described in a certain deed (Assignor's Texas and Pacific #) to The Railway Company dated November 6, 90, of record in Volume Texas 9, page 8, Deed Records of Reeves County, SW/ 9 NE/ Sw/ 2 SEA and all of the Save and except 2.9 acres, more or less, being the land described as Tract 2 in a certain deed (Assignor's #) to The Texas and Pacific Railway Company dated November 6, 90, of record in Volume 9, page 8, Deed Records of Reeves County, Texas N/ 2 9 NW/ and Nw/ 9 and SE/ 2 8 W and SE/ SW/ 2 8 N/2of SE/ of Sw//r SW/ W2 * / and SW/ it 6 8 SW N/ / Sw/ and SW/,,

6 : SURVE Y Sub-Division No. Township Block Acres SW/ w/' S Eand 2 NW/ E/2 and NW/ ; N/2 and SW/ 29 8 and NE/ 6. 8 and NW/ NE/ and E/2 of E/2 '? " 8 NW/ and W/ N/2 and SE/ 8 8 N/2. SE/ ~ NE/and N~2 of S /2 n " " 66 8 of " " 8. " 2.2 ~ W/2 8 NE/ and SW/ NE/. and SW/ W/2 and SE/ together with the right of ingress and egress at all times for the purpose of mining, drill- n hid 'i ing and exploring said lands for oil, gas and other minerals (as hereinafter defined) and producing and removing the same therefrom, subject, however, to all the liabilities which ~ the law imposes upon owners or lessees of mineral rights for damages occasioned by or in the exercise of such prior right of ingress and egress. The term "oil, gas and other minerals", as used herein shall include all gases, coal, lignite, potash, sulphur, fluorspar, uranium and all ferrous and nonferrous metals and metallic ores as well as petroleum oil and gas and other hydrocarbons, but shall not include sand, gravel, caliche, marble, limestone, gypsum, talc or water, except such water as shall be reasonably necessary to the mineral operations to be conducted by Assignee, its successor and assigns, on the above-described lands or any other lands in which a mineral interest was conveyed to Assignee by the Blanket Conveyance. The title in fee to the surface estate in and to the above-described lands, which is defined in the Blanket Conveyance and also hereby to include the entire fee estate, with the exception of the oil, gas and other minerals conveyed hereby, together with all rights incident to such surface estate (subject, however, to the hereinabove stated prior rights of ngress and egress of Assignee), including all rights in and to any and all contracts of sal of the surface estate of any of said land, all rights in and to all grazing leases and other leases of the surface, or leases covering minerals other than oil, gas and other minerals, as above defined, all Vendor's Lien Notes and the liens securing the same arising from sales ii of the surface estate, all receivables on account of grazing leases and other rentals of the surface, and all water wells on any of said lands, is expressly excepted and reserved to Assignors, as Trustees, and their successors in office under the Declaration of Trust. t is understood and agreed by the parties hereto that some or all of the minerals herein conveyed unto Assignee in and under the above-described lands are subject to valid d subsisting oil and gas or oil, gas and mineral leases, but that on the effective date it f : ' ii : L, t,, V ~ } 6 ii i,: +t hereof, none of said leases were being held in force and effect by virtue of the production of oil, gas or other minerals, and that the mineral estates and interests herein conveyed to Assignee are subject to all of the terms and provisions of each of said leases, respectively but s gnors grant, bargain, sell, assign, transfer, set over and convey unto Assignee,

7 all of the rights, titles and interests of Assignors in and to the oil, gas and other m n- above-described lands including all royalty, overriding royalty, erals in and under the limited overriding royalty, minimum royalty, shut-in well royalty, production payments and other mineral interests of whatever character, including choses in action, possibilities of reverter, rights of entry for condition broken and other reversionary interests of Assig- or created by each of said leases, or otherwise reserved or contracted nors arising out of for by Assignors or their predecessors in title in connection with the lease, sale or exchange of aty of the above-described lands, together with all delay rentals, bonuses and money payments of whatever character accruing after the effective date hereof under and by virtue of all oil and gas or oil, cs and mineral leases theretofore made by Assignors or theirp redecessors in title or contracts made with respect to said leases covering oil, gas U. or other minerals in and under the above-described lands. Assignors except from this conveyance and reserve to Assignors, as Trustees, and their successors in office under the Declaration of Trust, as a non-participating perpetual royalty, an undivided /6th of all oil, gas and other minerals produced, saved and marketed from the lands hereinabove described, which said fractional share, although applied to the full 8/8ths of such production, shall be carved out of the respective royalty interests heretofore reserved to Assignors, or their predecessors in title, under and by virtue of the respective leases to which any of the minerals herein conveyed are now subject, and shall be computed and paid to Assignors, as Trustees, and their successors in office under the Declara- j tion of Trust, on the same basis and in the same manner as is provided in such leases, respectively, for the payment of the royalty interests reserved therein. n addition to the fixed, perpetual, non-participating royalty hereinabove reserved and excepted, Assignors further except from this conveyance and reserve to Assignors, as Trustees, and their successors in office under the Declaration of Trust, for a period of j. ' twenty-five calendar years from and after :00 A.M. of January, 9, an additional non- participating royalty which is more particularly described in Paragraph (b) of the Blanket,t Conveyance. Such Paragraph (b) provides, that under certain circumstances therein stated, during said twenty-five year period, the above reserved royalty interest of /6th may be increased, but not by a fraction in excess of /6th of all of the oil, gas and other minerals produced, saved and marketed from the lands hereinabove described. n the event that any existing lease covering any of the oil, gas or other minerals in and under the lands hereinabove described should terminate for any reason in whole, o e or in part, the perpetual royalty interest and the additional term royalty interest hereinabove excepted and reserved in such minerals shall not terminate but shall continue in full force and effect for their respective terms; provided, however, that during such respective terms neither Assignee, nor the successors and assigns of Assignee, shall make or enter into any lease or contract for the development of the oil, gas or other minerals to which such reserved royalty interests apply, or any portion of the same, unless each and every such lease or contract shall provide for a free royalty on the oil, gas or other minerals covered thereby (or on the value thereof) at least equivalent in total amount to the royalties herein reserved. Such royalties shall be computed and paid upon the same basis and in the same manner as the royalties provided in such new leases. n the event Assignee, or its successors and assigns, shall itself develop or produce any of the oil, gas or other minerals to which such reserved royalty interests are applicable, Assignors, as Trustees, and their successors in office under the Declaration of Trust, shall own and be entitled to receive as a tree royalty hereunder the fractional interests herein reserved and excepted of all the oil, gas and other minerals (or the value thereof) produced, saved, and marketed from the

8 lands hereinabove described. The oil, gas and other minerals accruing to Assignors by the terms of the royalties herein reserved and excepted shall be run to the credit of Assignors, free of cost, if, as and when produced, in the pipe line or pipe lines to which wells on the lands and minerals to which said reserved royalty applies may be connected, or may from time to time be otherwise sold and disposed of by Assignors, or taken by Assignors in kind, at their election. part of the cost of development or operation, nor of transporting, storing, marketing, treattug and handling the oil, gas and other minerals, shall ever be charged against Assignors or j against either of the royalty interest reserved 'herein. No loss or failure of title to the oil, gas or other minerals herein assigned and conveyed shall have the effect of reducing the royalty interests herein reserved or shall create any set-off or other prejudice to such reserved royalty interests, and the same shall continue in full force and effect as applied to the lands and minerals as to which title shal not have failed or been lost. Assignee shall have the right and authority, within its sole discretion, at any time,' or from time to time, to execute oil, gas or mineral leases and to enter intooolin unit- e 6s isation, unit operating, or cooperative development agreements affecting any of the minerals in which Assignors have herein reserved royalty interests, and to commit such reserved roycity interests of Assignors in such minerals to such leases and agreements, without the nece city of securing the joinder therein or consent thereto of Assignors, or their successors in office under the Declaration of Trust. This conveyance shall be effective for all purposes as of :00 A.M., the tenth day of December, 9, and all oil, gas and other minerals produced from or run into pipe lines connected with the properties affected hereby and attributable to the respective interests of Assignors and Assignee, shall be credited as though this conveyance had been executed and delivered at the said hour and date. TO HAVE AM TO HOLD the estates, rights, titles and interests herein conveyed, subject to the reservations and exceptions herein set forth, unto Assignee, its successors and forever. This conveyance is made without warranty of title, express and/or implied, but is with full substitution and subrogation of Assignee in and to all covenants of warranty others heretofore given or made with respect to the estates, rights, titles and interests in conveyed, or any part thereof. N WTNESS WHEREOF, Assignors have executed this instrument individually and as ees of the Trust and have affixed their respective seals hereto, and Assignee has Caused this instrument to be executed in its corporate name by its President, or a Vice Presi,, and its seal to be affixed hereto and attested by its Secretary or Assistant Secretary, on the dates indicated in the respective acknowledgments appended hereto. (Conveyance to effect a corporation reorganization, and not made in connection with a sale. No revenue stamps required.) T.Seal) T: Wayne W. Thomas Asst, Secretary TATE OF NEW YORK, OUgT2OF NE W YORK. George C. Fraser George L. Burr John K. Olyphant, Jr. ndividually and as Trustees of Texas Pacific Land Trust, a trust created by a Declaration of Trust, dated February, $$8. THE TXL OL CORPORATON By: George C. Fraser President BEFORE ME, a Notary Public in and for New York County, New York, on this day per- _. \ _ t i ;' ff ' f p?.!"'! r i fl f i `0 ~ ~ ;j;,.i fl +A, i :L. isi;g,:r ri : ; : : s!, is Lft *lly appeared George C. Fraser, George L. Burr, and John K. Olyphant, Jr., known to me to

9 ) ---- l ' and acknowledged to be the persona whose names are subscribed to the foregoing instrument me that they executed the same for the purposes and consideration therein expressed, and in the capacities therein stated. GVEN UNDER MY HAND AND SEAL OF MY OFFCE at New York, in New York County, New York, - this -- day of Jan. 2 9, (Seal) h My Commission expires: Henry Holl Notary Public, State of New York No Qualified in Nassau County - Cert. filed with New York County Clerk -Terms Expires March 0, 96 jl STATE OF NEW YOR, COUNTY OF NEW YORK. i Henry Holl Notary Public, New York County, New York BEFORE ME, a Notary Public in and for New York County, New York, on this day personally appeared George C. Fraser, the president of THE TXL OL CORPORATON, a corporation, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, and as the act and deed of said corporation, and in the capacity therein stated. GVEN UNDER MY HAND AND SEAL OF MY OFFCE at New York, in New York County, New York, this -- day of Jan. 2 9, (Seal) My Commission expires; Henry Holl Notary Public, State of New York - No Qualified in Nassau County - Cert. filed with New York County Clerk - Term Expires March 0, 96 Filed for record on the 2rd day of February, A.D. 9 at :00 o'clock P.M., and duly recorded on the 29th day of March, A.D. 9 at : o' clot P,Jr,,, Henry Holl Notary Public, New York County, New York County Clerk, Reeves County, Texas '! File No. 0 STATE OF TEXAS, COUNTY OF REEVES. FRASER, BURR AND OLYPHANT TO THE TXL OL CORPORATON (MNERAL DEED) KNOW ALL MEN BY THESE PRESENTS That: BM Whereas, the undersigned, George C. Fraser (formerly George C. Fraser, Jr.), George L. Burr and John K. Olyphant, Jr (herein collectively called "Assignors"), individually and as Trustees of Texas Pacific Land Trust (herein called "the Trust"), a trust created by a Declaration of Trust dated February, 888 (herein called "the Declaration of Trust"), by an nstrument of Conveyance, Assignment and Transfer (herein called "the Blanket Conveyance") executed by Assignors as of the tenth day of December, 9, and effective for all purposes as of :00 A.H. the tenth day of December, 9, granted, bargained, sold, assigned, transferred, set over and conveyed unto The TXL Oil Corporation, a Delaware corporation with a permit to transact business in Texas (herein called "Assignee") subject to the g ~ qualifica- tions, exceptions, reservations, covenants and agreements therein contained, all of the estates, rights, titles, chorea in action and other interests of Assignors as existing at the effective date and hour of the Blanket Conveyance in and to all oil, gas and other minerals (as therein defined) in, under and that may be produced, saved and marketed from all lands owned by Assignors, or reserved in sales of land theretofore made by Assignors or their predecessors in title, wherever situated (except only certain town lots which were ex- preasly excluded from the Blanket Conveyance), together with all royalties, overriding roy - alties, limited overriding royalties, production payments and other mineral interests of whatever character, including reversionary interests in oil, gas and other minerals thereto-' fore reserved to or contracted for by Assignors or th*j Predecessors in title in connectioni