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HomeMy WebLinkAbout913532 ... ~:' ~ .~¡!j~;i:;!Ò:!~i ~ :_r' ::', : ~:. ~: . :..:~'~:...':~:':' , ,'~--:' :': :,:.;,::. " ,¡ , c';' ;'.'.;~.'.'.'.;I,' ,', "~ ,·..·'---:~,',_,'.;;;:,t' ,< ". ':',;1':',··,·':·,··-', ..,.,.."..:.'. .. 'ìO,î59 \... u \.; , ~~ "t ~,.."q ACCESS ROAD; DRILL SITE: AND SUBSURFACE AGREEMENT THIS AGREEMENT is made and entered into, effective as of the 1st day of July, 2005, by and between Bell Butte Grazing Partnership, A Wyoming Limited Partnership whose address is c/o 'Èdward M. Bown, 1015 East 3900 South, Salt LakelGity, 1]tah 84124- ... "~~i~- .'.. . 1110 (hereinafter referred to as "BELL BUTTE-'~~~:~~? Fairways ~.~;~ ~:{'. Offshore Exploration, Inc., a Texas Corporat·ion£q1f~1.i,~ied to do . '-.~: - ~ -: .~. business in the State of Wyoming, whose address is 1343b Northwest Freeway, Suite 800, Houston, Texas 77040, (hereinafter referred to as "Fairways"). WIT N ESE T H: j THAT WHEREAS, Bell Butte is the owner of the s~:çface and subsurface of the lands in the NW1/4 and NW1/4NE1/4 of Section 17, I 0- , ' Township 19 North, Range 119 West, 6th P. M. , Lincoln County, Wyoming; and WHEREAS, a portion of said lands are required by Fairways in connection with its subsurface oil and gas drilling and producing operations involving the Federal 1-8 Well with a surface location located in the NW1/4 and NW1/4NE1/4 of said Section 17, Township 19 North, Range 119 West, 6th P.M., Lincoln County, Wyoming. RECEIVED 11/8/2005 at 12:10 PM RECEIVING # 913532 BOOK: 604 PAGE: 59 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY -,-, -'.'----..~,..- -,-- ,t ~f;:¡:~:::::m:f$~: b .!~Aili.·.·.!.1·, ¡;m~~~~mm*Il~ :]ill~lli~1fi: . ,':L'I"I;1-;¡71;\;,:.:,;I;',:"I':: -':?/:· ,.._,,,_,.',,:.' ¡';"!.,,: 'i:~, ,'_,__', ;-"_"'.~.._;';" I, ,'~'¡;O: :;; tI:I'I:':"'. .;',., ,; "::',;,/:,,,.,1': Ii'¡; , .' : . "'<' ,,:,. Þ,~,' '.. '",1' . .'. ; :'If':' ,..".' ·¡',('Li.',,! ;~~,,;,~ ':. ".¡',...;.,.....' ,;.; _.~ "(.\1" '1 U-3.!.:JS~~ --~ CnnrSQ \.J ....1 \. WHEREAS, Bell Butte and Fairways desire to enter into this Agreement, in accordance with the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the Premises, and the sum of Ten Dollars ($10.00), and more, cash, to be paid to Bell Butte by Fairways, concurrently herewith, and in consideration of Bell Butte entering into this Agreement with Fairways, and at Fairways request, and in consideration of Fairways covenant and agreement with Bell Butte to keep and perform all of the covenants and agreements on Fairways part to be kept and performed in accordance with the terms and conditions of this Agreement as herein set forth, the parties hereto covenant and agree, as follows, to-wit: 1. Bell Butte hereby grants to Fairways: (a) an nonexclusive right to construct and utilize a certain access road 50 feet wide and 2,995.05 feet or 181.519 rods in length; (b) an nonexclusive right to construct and utilize a certain escape road 50 feet wide and 1,415.53 feet or 85.790 rods in length; (c) an exclusive right to construct and use a drill site location including one Well pad, not to exceed 4.8 acres in size and area; and (d) an exclusive right to drill one subsurface bore hole commencing at said drill site location and continuing in a vertical direction 15,000 subsurface feet or 909.09 rods, more or less, in depth to a bottom hole location, and then continuing in a northwesterly direction, -2- I ~,','~,I-,',O¡.."·', ,···<,!I',··;".:!.¡_,¡¡;-.~:f.:._~,',·:·,¥~~f,·,',-· ;.,',-" ",.~ '" ,.i..' " ,.-' ;.' _ ~',,:, .....,.,".'...:....,.,.. '.' ., .~'" ..,·Ù'J'~"'.-'.:'C::.',;'.-__'.'-..J<':;~., ,.-;"'.," : ... " ~ ,', :-,:,':,,').. .:;. .' ~.' '-¡:;:~.-T;·,,··"· 0313532 : ) ~". COOC61 within a 100 foot wide tolerance 50 feet on each side of the bore hole center line below the surface, 1,104.06 feet or 66.913 rods, more or less, in length, to a point where said bore hole reaches a point below the surface on the North boundary line of said Section 17, and enters into Section 8,also in said Township 19 North, Range 119 West, 6th P.M.¡ which roads, well site and subsurface bore hole are located on the NWl/4 and NWl/4NEl/4 of said Section 17 and are particularly identified, described and shown on Exhibits "A" thru "E", annexed hereto and by this reference specifically made a part hereof and hereinafter collectively sometimes referred to as the "Premises". Said Premises are to be used by Fairways solely and only in connection with Fairways's subsurface oil and gas drilling and producing operations involving the said Federal 1-8 Well, and one substitute or sidetrack therefor, located in said NWl/4 and NWl/4NEl/4 of said Section 17, to reach one bottom hole location in the SWl/4 of Section 8, all in said Township 19 North, Range 119 West, Lincoln County, Wyoming, and for no other use or purpose whatsoever without the written consent of Bell Butte being first had and obtained. 2. Fairways will concurrently herewith pay to Bell Butte the sum of $26,219.61, for the use of said roads, drill site and bore hole which sum has been accepted and acknowledged by Bell Butte as full payment for the use of said Premises identified and described -3- " m¡~¡illmmmm¡¡:i :f~~~m~¡;~~¡) ,,"=!:",,,,"¡t¡'''i';',':'; ;': ¡:',:~",,':':''r.'~-·;'~'';~._:.:I;::''!:I:;t c,*,¡'¡~,'~~""".~,i: .;_ '.:;.-:;" ".,.:-'.:, ,:.....¡¿'.,~..,.:j-~;".;_:,' " ','. ".._. '..'-;. ,._:,: ". """',"'~'.I",',''', -, '. ,'.'. ·.ili<,~t?F"'~.i{,.~_ ".·'-""c',-"~,'i,-,,, '-";;\'" :"',,,:,.< 'õ'; '-. "..';:;;,. '."':-'-; ;', ,;. '·,:"-·1'~~: :"':~~ """'0;,":' ..'~. ~;"',':';'¡¡', D9.1:.tS32 1 C: ,¿¡ rool('62 "-'... U in said Exhibits "A" thru "E" through the 30th day of June, 2006, such date constituting for the purposes hereof the last day of the first renewal license year of this Agreement. 3. This Agreement shall remain in full force and effect through June 30, 2006, and through all succeeding renewal license years to which this Agreement is extended. A renewal license year hereunder (hereafter "renewal year") shall be the twelve-month period from July 1, through June 30, of the following year. As rental for said Premises for each renewal year of this Agreement, Fairways shall pay to Bell Butte by check, at its address above set forth, or at such other address as Bell Butte may designate by written notice to Fairways, in advance, and on or before the 1st of July, 2006, and on or before the 1st day of July of each renewal year thereafter, the total sum of $13,109.81 for the use of said premises as identified and shown on said Exhibits "A" thru "E", annexed hereto, but to be adjusted according to the following formula; provided, however, that in no event shall the total annual rental for any given renewal year be reduced below the total annual rental owing and paid for the immediate preceding renewal year: Ra = $13,109.81 x Ia Ib where -4- t .,.;,..;.;.."...,. ..',. !:'r··,·,';·.:·'. ' -.... , I ( ( "tj Lr¡(1'("6'"' 'J \.1 \. .:J ·0.Q, ...'!i ~.,. S . -4 .-..:;. ~ J1L......¡, 'up.,., Ra: above set forth is the total annual rental payment due on or before July 1, 2006, and on or before each July 1, thereafter to be used in determining the amount required to renew this Agreement for the next succeeding renewal year under this Paragraph 3; Ia is the Consumer Price Index - All Urban Consumers, U.s. City Average, All Items (1982 - 84 Base = 100) published by the U.s. Department of Labor, for the month of April immediately preceding the first day of July of the applicable renewal year of adjustment. Ib: is the consumer price index (as defined above) for the month of July, 2005. In addition, each total annual rental payment for said Premises paid to Bell Butte by Fairways hereunder shall also be properly identified by reference on the check or sight draft or in accompanying materials to this Agreement and to Fairways file number provided to Bell Butte concurrently herewith to identify this Agreement. In the event the consumer price index is discontinued or revised, such other Government Index with which it is replace shall be used in order to obtain substantially the same result as would have been obtained if the Consumer Price Index has not been discontinued or revised. -5- / ,~;:t¡11 ;~¡'. "" u..~:;¡:i:::· '.'~,'.',','..,",'.'.:.' ',',...' ',','" :::"',,"":';':",',- ..".:., .". i. .' ','.', ..'....r..~,' .~,~ ' " '1' '~;,'~..':~'!<!>'.":,'~;.,' ":~";''¡'"'''~~'L''' ."","'.', .,., :'", ""'-1":',"'."""."" />,,,-,,.~ ...)- S 'j._'.~ , , ~~J ,J ..~:..s'1..a,ll""" , ( ,. r{')(1('SA \..,¡,~t {1.1 . ~,I '_' \.. 4. During the life of this Agreement, Bell Butte, and all other authorized parties, both before and after the date hereof, shall have the right to use and enjoy and continue to use and enjoy that portion of said Premises identified as items (a) access road and (b) escape road under Paragraph I, above, it being understood and agreed that the rights herein granted to Fairways with respect to said roads are not exclusive and Fairways will fully cooperate with Bell Butte and said other authorized parties to the end that said roads can be used and continue to be used and enjoyed by Bell Butte and all parties authorized by Bell Butte. It is also understood and agreed that the said Premises herein shall solely and only be utilized by Fairways in connection with Fairways's subsurface oil and gas drilling, producing operations involving said Federal 1-8 Well, and one substitute or sidetrack therefor, located in the NWl/4 and NWl/4NEl/4 of said Section 17, and whose bottom bore hole objective for production is beneath the SWl/4 of said Section 8, Township 19 North, Range 119 West, 6th, PM, and that nothing herein contained shall give or grant to Fairways any right, interest or authorization of any kind or nature to utilize said Premises, or any part or portion thereof, or to travel across or use in any manner any other land(s) or road(s) or subsurface terrain or bore hole owned or controlled by Bell Butte to obtain access to or from any adjoining or other lands for the purpose of Fairways' subsurface oil and gas drilling and -6- f / ""~~".i< ,-. . ';;'..'.(~ '-·Y;'I,T'';¡¡¡';tfofØ;:i'·.;Vi'\i'I,".;"<;rr~~'';-'',;~:.::'I;J.....,,º~~;'''1Ð-~-':.~ '.,'.~,"~"~': :: ~:":'¡:~O"'/';~"'if':",,"~;;.t;.z..,.. ·,'";.:o'"i::,;;,e·: ~\':;<"'~"'''':i~.;'-;'·l;<¡'¡'''' ".~'.' ", ~ "''''~l¡''.P''':¡~''J5'iJ~~'t~:,'j''''~';¿:<.l:'''''~'~¡:''''''I'''·';;';;·l.~"· ~" ',Q''''',':C;''''.-';r'{;r(.i::-:~;f':r.':;" ,..' -. .:,';',' ':':",".:-¡;'l'.;;' , US fi :1, C:;;:j~ '<J} .. . ( (' . 0""·....6 \..~ tiC- 5 producing operations hereunder, or otherwise, or for any other use(s) or purpose(s) whatever, without the written consent of Bell Butte being first had and obtained. 5. Bell Butte shall pay all County taxes assessed against said Premises, based upon the valuation of the surface of said Premises at the time of such assessment except as otherwise provided in this paragraph. Fairways shall pay all County tax assessments based upon any and all improvements whatsoever placed upon said Premises by Fairways. Fairways shall also pay all County taxes, if any, assessed against said Premises because of additional value placed thereon for tax purposes by reason of improvements placed upon said Premises by Fairways, and Fairways shall, within thirty (30) days after written notice from Bell Butte, reimburse Bell Butte for Fairways share thereof. Provided, however, in the event Fairways deems any such assessments to be unreasonable and wishes to appeal the same, Bell Butte agrees to cooperate in every reasonable way with Fairways in the handling of any such appeal, it being agreed that Fairways shall bear any and all costs of such appeal and in the event such appeal by Fairways is successful and Bell Butte receives money or credit as a result thereof, Bell Butte will pay -7- f Œ¡t¡¡mmm;1~~::I. @]mm~'! ······¡·P.'i·¡;,·· r.:O:';';';i;';·;';':', ."'1.'...'.',.,."...'.',.' .,,.':;:'....¡:,:.'.-..-.~' ~'!.C;;·'fì ~)'e .~...: i_J '---, ~""" ~J.' ~..!i ~ , : , ( r:np,j66 '..J '...j '\J \..; or credit Fairways any portion thereof properly allocable to Fairways. 6. Bell Butte makes no warranties or representations, either express or implied, of any kind and nature herein as to its titles to said Premises and all of Fairways rights and interests hereunder and the use of said Premises hereunder by Fairways are all expressly subject to all superior rights, in law or in equity, of every kind and nature, and whether recorded or not recorded, and including, but without limitation, the following, to-wit: (a) All reservations, limitations, and conditions of the underlying Patents covering said Premises and the rights of all parties pursuant thereto; (b) All grants, conditions, limitations, and reservation, if any, of record, or arising by operation of law, and the rights of all parties pursuant thereto¡ (c) All easements and/or rights of way of record and all easements and/or rights of way, if any, not recorded, but which have been established and now exist by operation of law upon the lands included in said Premises, or any portion, or portions, thereof, and the rights of the owner(s)/holder(s)/claimants of such easements and/or rights of way and all other parties pursuant thereto; (d) The rights of Bell Butte and its Partners, officers, agents, Permittees and employees and all other authorized persons and entities to graze livestock on and near the surface of premises¡ the rights of the owner(s) of the mineral estate(s), and the terms and conditions of and the rights of all parties under all existing gra?ing, oil, gas, oil and gas, mineral, or other lease(s), licenses, permits, access road agreements, or surface owners agreements, and all other agreements of every kind and nature, covering any portion, or portions, of the lands and subsurface included in the said Premises, and the right of Bell Butte to renew or extend said leases, licenses, permits and agreements and/or enter into new leases, licenses, permits and/or -8- \ ;¡;:~~':I:o(.:.:.:.;", ., ~.,,:,:,--, :'; ':::,~!\':":;::' ,'" ,~,,; ,'.r:-". .. .".':':.:':';'~.;'.". ·_'···:;"i,¡:·..,···..,· , ~"~'. ",..' '. ..... f .." ' ..,.,!.'...',' , ~ , it, ~"" () .\~ or,) S' 3' ":1 '.,WJ..::L".;" ¡ tf:.- ,'. \... (Ì "l,'" 6 7 . ,·Jt)L agreements, with any party or parties, at the sole discretion of Bell Butte; and (e) The rights of all parties under all underlying deeds constituting the record chain of title from Patentee(s) to Bell Butte. (f) T?e rights of Bell Butte and Chevron USA, Inc., under Oil, Gas and Mineral Lease dated March 12, 1974, as thereafter amended, by and between Bell Butte Grazing Partnership, a Limited Partnership, formerly Uinta Land & Grazing Company, a Wyoming Corporation, now dissolved, Lessor, (now Bell Butte), and said Gulf Oil Corporation, Lessee, which Lease was recorded on the 23rd day of May, 1974, in Book 112 PR, Page 167, Document No. 456888, Page 481, records of the Lincoln County Clerk and Recorder, Kemmerer, Wyoming, and Chevron's written consent to this Agreement in format approved by Bell Butte, Fairways and Chevron being first had and obtained prior to this agreement becoming effective and any operations by Fairways are commenced hereunder. Bell Butte and Fairways each hereby and concurrently herewith acknowledge receipt of letter from Chevron dated SepteIDber 20, 2005, consenting therein to this Agreement by Bell Butte and Fairways to which reference is hereby made. 7. At Fairways sole cost and expense and during the entire life of this Agreement, and continuing until Fairways has fully performed all of its covenants and agreements hereunder, Fairways hereby shall: (a) Maintain and keep said Premises and access roads clear of refuse and litter caused by Fairways. (b) Comply with all Federal, including, without limitation, United States Department of Interior, Bureau of Land Management, rules and regulations, State and local Laws, ordinances, and enactments, and with all lawful rules, regulations and orders of all regulating agency, or agencies, applicable to Fairways's use and maintenance of the said Premises and operations under this Agreement, including, but without limitation, environmental, water, noise and air pollution control, erosion control, toxic waste, hazardous substances and material. (c) Indemnify and hold, and continue to indemnify and hold, Bell Butte and all of its Partners, officers, agents, -9- f 1::::::::i:::::i:m:¡~: :%:;:;:;:;:;:;:~:;:" ¡iI~i~~~~f.~[¡ ":¡:r.,:,:;y,,-,,;¡:¡:U;,,''-''.'. .,'.".,'.'. .,;..:,~:,;,:.;._'¡t..,.. '. ~,.~·'·~'?I:~",' ""'<·',","·,\f"·."",,:,,. ,~,;' ." .,'.,'.-,.,..,', ;),~-; -~:~; S :j2 "", r' IÎ /"'¡ ,'" 6 0 I..' ',.J Ü \., 0 , , contractors, Permittees and employees free and harmless from and indemnify them, and each of them, for, from and against (a) any and all damages, claims, costs, and expenses resulting from Fairways failure and the failure of its officers, agents, contractors and employees to comply with said Federal, State and local Laws, ordinances, and enactments, rules, regulations, and orders of regulating agency, or agencies, set forth in subparagraph (b) of this Paragraph 7, above¡ and (b) any and all damages, claims, demands, costs and expenses arising out of damage to livestock and property or injury to or death of Fairways employees or any other person(s) whomsoever, where such injury, death or damage occurs during or in any manner arises out of its relation to Fairways operations under this Agreement. (d) Indemnify and hold Bell Butte harmless from and against any and all claims and liens upon said premises for labor or materials furnished to Fairways¡ its officers, agents, contractors or employees and shall forthwith take all necessary actions to remove such liens from all public records or otherwise, upon request of Bell Butte. (e) (1): Concurrently herewith obtain and furnish to Bell Butte prior to the commencement of any operations hereunder, a Corporate Surety Bond in the amount of $10,000.00, to assure and secure the required completion of the surface reclamation requirements of the premises pursuant to the provisions of Paragraph 15, h~reafter, and maintain such Bond in good standing and furnish to Bell Butte, at its address herein, satisfactory written proof of such good standing on or before July I, of each renewal year hereunder, until the provisions of said Paragraph 15, have been completed by Fairways to the satisfaction of Bell Butte. A copy of said Bond marked "F", is also annexed hereto and by this reference specifically made a part hereof. (2): In the event the reclamation requirements under (1) above are not completed in accordance with the provisions of Paragraph 15, hereafter, Bell Butte, at its option, shall have the right to confirm the defaults of Fairways hereunder and receive and use the Corporate Surety Bond funds to restore, and rehabilitate the said premises. The provisions of this Paragraph 7(e) addition to the provisions of Paragraphs 10, 12, 15 hereafter and not in lieu thereof, or any of them. are and in 16, (f) Concurrently herewith obtain, maintain and deliver to Bell Butte proof of a policy of liability insurance in a company -10- t . ·I!! Ö!¡~ ,'".,. . ',. . '..' ....,....',"..~....,' , . , ','. . --';"'::1;"":' ";' '. ,... 'r::'", '";;',..:':,,.)' ''-',.\..¡ '_',', -, '. ,. ~.'!'.·'·:~"?f'.~1' ';¡-;'-;i,," " . .',..... .1': ~~..;>:~':' :........~~"I~, . . I .. '. z:. -I. ") ~ .n,--;;' ",J '...J" ~~~lJ~,\.ïf1.4 r· !ì n ,.... 6 I.. ...."ul 9 satisfactory to Bell Butte and naming Bell Butte as a co-insured party, insuring Bell Butte against all liability for property damage and personal injury of every kind and nature in an amount not less than one million ($1,000,000.00) which may result from Fairways operations hereunder. Such insurance policy must remain in full force and effect for so long as is specified by Bell Butte but not to exceed "2" years after the termination of this Agreement. Proof of such insurance policy (e.g. Certificate of Insurance) marked Exhibit "G", is annexed hereto and by this reference specifically made a part hereof. Fairways to furnish Bell Butte on or before July 1, of each renewal license year hereunder, a written statement from such insurance company that the policy is in full force and effect and Bell Butte is a co-insured party thereunder for the next succeeding renewal year hereunder. 8. During the entire life of this Agreement, Fairways, at its sole cost and expense, also agrees to fully cooperat·e with Bell Butte and its Partners, officers, agents, Permittees and employees to graze their livestock on the surface of said Premises, and all other authorized users, including, without limitation, oil and gas operators and other parties, of said surface Premises to: (a) Maintain said Premises in good repair and condition; (b) Take all necessary precautions to avoid damage to gates, bridges, culverts, cattle guards, dikes and stock watering facilities, if any, within said Premises. (c) Cooperate fully so that range improvements, such as fencing or reservoirs, etc., if any, within said Premises, will not be disturbed or, where disturbance is necessary, Fairways shall leave such improvements in the original or better condition, as determined by Bell Butte. (d) Maintain adequate water breaks on all disturbed slopes, if any. (e) Effect a minimum of vegetative disturbance, consistent with practical operations, and will smooth and maintain all disturbed areas to conform as nearly as practical with adjacent terrain, and provide and maintain adequate water drainage to minimize erosion. -11- I ~m¡i~~~;~~;;~i;{; :i:f.:~~::::::::¡::~~: . .~ :'~, :.~,:,:,:.~<.' ';:.": '1: i~'Y.'!'':'''.~I!I~;: .. :. .....,~ (~, ;'~,:~;1i~::ì'¡:i':!'¡;l.~!I;:":i"':"'''f,,.,r 'Ì'~~:':;:.~ :,~" ',', '.~, ';,:';:, :,:~, ,!...:~·:;=t~i"'~,~, - ' '.~;"', '. 'j'¡!.',~.'\o~(. !1o'." ' ,:",:,:/,:;¡::t:.':t;:':~~t'.:'>.,'.';;~' .·;'''";~''¡;::!:'~';Y1"'!'¡:~·':'''r,,:·.;,;, .-'. .' :,,';," ,-;'.'\;:: ',':J~·;S..,·,f¡';';,e"~~;'~' " " ''''·',,'~·'.:r.', ,:) <1(., -,~ <r;. r- ~ ~ .."-: --~"¡.¿,J..J¡II.;" , r ,.... /-.,.., ". 7 0 ~ (, 1 ,.. ~ ¡I : \." ','; '\ J \..i (f) Take reasonable steps to control all infestation of noxious weeds on the said Premises as requested by Bell Butte. (g) Post and maintain a 25 MPH vehicles being operated on the said employees, agents, contractors, etc., and inform all such persons of said speed compliance therewith. speed limit sign for all Premises by Fairways's take reasonable steps to limit and necessity of (h) Take reasonable steps to not permit any dogs or other animals to be kept in the area which could cause any damage or death to livestock. (i) Take reasonable steps to inform its employees, agents and contractors and all other parties participating with Fairways, of the presence of livestock in the area and of the need for caution where livestock is present. 9. Fairways shall not have the right to fence any part of the Premises included in this Agreement or take and utilize any water or water rights now owned by, held, or controlled by or hereafter owned by, held, controlled by or acquired by Bell Butte, without the written consent of Bell Butte being first had and obtained. 10. In addition to the provisions of this Paragraph 10, and the provisions in Paragraphs 12, 15 and 16, hereafter, this Agreement is personal in nature, and an award of damages, only, for Fairways default hereunder may not be sufficient, the parties also hereby agree and confirm that this Agreement is also specifically enforceable; and in the event of a default with respect to any or all of the covenants and agreements hereunder on the part of -12- t ,',~,:,;!~~.·.~~;!¡·¡<¡!,·d~;'·!, '- .', .. ,.' "'~.~:'~~,;';'i.' '. ...,<~.6(~.,.,../ . . '.·.·,·.~I!i"~_~.:,·.., . , ~. ,tift't lí~~:,'· ',":' '. .;':<>.... .,.,;,",',:" ;1':"'-, :' ;, , " ' " , . '; ". ~ oc.-:'t, .;.;'t;.,' :''-. ¡~,: ·~r;';. ' , ~ ,;: ,;, : ' ., ' ".". '.: '¡'. 0,,1: :;' '~," , . ') ~\ \~ iJ".:f. t::.r~(;'¡' "'). ".!,--,' ~·'Ù....Jj"~¡r.., C~Q0071 Fairways to be kept and performed, hereunder, and whether before or after the termination of this Agreement, Fairways agrees to pay and shall pay to Bell Butte all costs and expenses of enforcing this Agreement, or in seeking damages for any breach of this Agreement, or in pursuing any other remedy provided hereunder, or by the statutes of the State of Wyoming, whether such remedy is pursued by filing suit or otherwise, or a combination of the foregoing remedies, including reasonable attorneys' fees. 11. This Agreement shall not be construed as a conveyance or transfer of any kind and nature in the surface, subsurface, minerals, water rights, or any other part or portion of said Premises, or as authorizing Fairways to explore for, mine, or remove any minerals except oil and gas from the said Federal 1-8 Well, and its substitute or sidetrack therefor, with a subsurface location in the NWl/4 and NWl/4NEl/4 of said said Section 17, and whose bottom bore hole obj ective for production is beneath the surface in the SWl/4 of said Section 8, in Township 19 North, Range 119 West, 6th p.m., Lincoln County, Wyoming, without Bell Butte's specific written permission being first had and obtained. 12. This Agreement is also made upon the condition that Fairways shall perform all the covenants and agreements herein set forth to be performed by it, and if at any time there shall be any -13- tt Wlmmm~illiJi :~:;:~::::~~j*::::;~ :;:::::::::~:~:!;~:;:: . ':"i;6~1i';I:':~:lt':y'·· . .,,;. .' : -~~.:; :,:':':I:.:t':':':':'~ . ", ";;':,;;rJ\~ :t;~,~",;;>:!:· "~,':,.:~¡n- :' ,> :,; ·r,',::, ':;:;,;i;.~~,~¡·.:~;·¡'I';"'; '::: -, :,:,.. ',... :':'.' ,:~¡!.~;~.;i'.:. .; ::"'f."(" ;"; "'.~t\ t::' \t.':a.~.' ,... _.1 -:""'~.4J ~lt'i.J~ r t'\ 1"'. /". 1"'7 2 \.- (,jU J default on the part of Fairways hereunder, this Agreement shall not terminate, except as hereinafter provided to-wit: (a) In the event Fairways shall default in the payment of total annual rental payment promptly on the date when the same shall become due and owing hereunder, and Fairways shall fail to pay the same to Bell Butte by check or sight draft within thirty (30) days after written notice of such default being given by Bell Butte to Fairways at its address above set forth; or (b) In the event Fairways shall default in the performance of any other covenant and agreement hereunder on its part to be kept and performed, and if Fairways shall fail to cure such default within ninety (90) days after written notice of such default being given by Bell Butte to Fairways at its address above set forth, or after weather and soil conditions first permit repair, if the default be of such a nature, then and in such event, or events, this Agreement shall forthwith terminate and end and cease to exist, and the subj ect entire Premises shall thereupon revert to Bell Butte, free and clear of all of the rights and interests of Fairways herein and hereunder, provided, however, such termination shall not release, or in any manner discharge, Fairways from all of its covenants, agreements and obligations herein to fully comply with and perform all of the covenants, agreements and obligations hereunder on its part to be kept and performed at the time of such termination, including, without limitation, all of the covenants, agreements and -14- t . ,,;:I~!lml; ~ ~I: :~:'.:¡~i.:;~¡'-'.};';j:""'~;¡;;1.;:~~>1:r."<~qr..:.:¡,t;)¡'i~(71;',9, "",..: ,';¡F)" .':, ~'a~.¡:~'t.:'. -", '''¡''~'!I~~rl~I:':'':~:':':':· . .: ""'!'.":.'._',~'t'~~; ',;;~f.',·¡',,',¥~~·;,;pf·' }'~¡\:l:,!<';t':~~"·~V,,;'.':'··' ',;:~ ,¡,:·:;,.~,,,,;!;ri!~\'"t::If::.'~"-;':' ,', 'J,;' :.,:'. "':_:;' :;';-:J¡f,', ,'i.;'~ ~-J), -C". '?;,~: ~ '1> ..... . 'l.-.f_..~~,'i..J~ , ) , ( ,. Ii f", ¡.... '" 3 \. ~)uu, obligations of Fairways under this Paragraph 12, and Paragraphs 10,15 and 16, hereof, and the remedies of Bell Butte including the right of specific performance with respect to such accrued obligations as provided under Paragraph 10, above, and all rights and remedies of Bell Butte under this Agreement and all of Fairways covenants, agreements and obligations hereunder, in the event of any default hereunder by Fairways, shall all survive the termination of this Agreement for any cause or reason whatever and remain in full force and effect until fully performed by Fairways to the satisfaction of Bell Butte. 13. In the event Fairways is rendered unable, wholly or in part, by force majeure, to carry out any obligation under this Agreement, other than the obligation to make money rental payments, Fairways shall give to Bell Butte prompt written notice of the force majeure, with reasonably full particulars covering it: and thereupon that affected obligation of Fairways shall be suspended during the continuance of the force majeure, and Fairways shall have an additional period of thirty (30) days to renew performance of the affected obligation, commencing upon the termination of the force maj eure. The term IIforce majeurell herein shall only and solely cover and mean an act of God, or other cause or condition completely beyond the control of Fairways, including an act, rule -15- ,I !¡;:r~::::::r.~:::::~J: ~;;!¡;illi:!~t:::!;; ~~~mmm~W;j@ : ' "~:' .tŒi',~j~.~;','" ," ,¡.'¡'~ ~': :'.', " :', .:. : .'"t:-'; :':~'~~:';'~" I:.',:~"J, ' ;'."\",".!,~'-"-i:Ji:'" , :,: ~,~.~.'.'~!.~.~~~.': ' '.', ~,~! ,', ',;i':~:~;f;:~;'~';'8'¡'· ':~ ~.-~C~9,·>7¡ p,,', !', ,..::",:, ;'.' ":'~:·T '<': ,¡,~ i :C:~¡,'¡~ 'I;.,'., 'oi'Y ;-'....,~,~,"t; .·:··f:':':;.~,:,~' "'(~:''i.;, " ~ ,:1;,,(':' '~"} ~ '~i"f~ .~ '- --.¡........,'OJ.. "4~~ . , rnl1/,··71:1 '~,-IUU "1 or order imposed by a governmental entity that suspends the activities contemplated hereunder. 14. Notwithstanding anything contained herein to the contrary, it is agreed that this Agreement does not in any manner constitute a conveyance of any title, interest or estate in and to any part of the said Premises herein above described, and no operations hereunder by Fairways shall ripen into an easement of any kind or nature, in and to any part of the said Premises, and said Premises may be relinquished or surrendered, in whole, only at the end of the then current license year upon giving ninety (90) days prior written notice to Bell Butte as provided herein and in . the event of relinquishment or surrender of said Premises hereunder, all of the rehabilitation provisions of Paragraphs 10, 12, 15 and 16, and all other similar applicable provisions hereunder shall forthwith apply to the entire Premises so relinquished and surrendered. 15. Upon the termination of this Agreement for any cause or reason, Fairways shall, within one hundred eighty (180) days after such termination, remove all of its property, if any, from the said Premises at its sole cost and expense, and forthwith rehabilitate, reseed and restore all of the Premises, or portion or portions thereof, as designated by Bell Butte, unless waived in writing by Bell Butte within 60 days after such termination, as nearly as possible to their original and former state and condition and -16- I ',~,~.~,~ ~~~,¡: i:' '( .,",. " '~<'(~a-:,.'>;.'. , .' "',' ,"¡ '."~I~b~I!.~I~.~'·" , ;';"';';'~,,;¡\'q.}2'J'II(.,:'·, ,<I';·'·"'¡:¡'·:J';'l;;::";~' Y;·"'··i:;,I~·\-:t1'·~V,' ¡:¡:':';"I'~', ',. .;Co';' <T." I!:~ ")\ OJ. ":'...', '__:' _i...,·...Lc r:2 ¡¡.JÑ '. . Con,,'"': 7~ ,.) l.l V û seeding shall be repeated until a satisfactory stand is obtained at its sole cost and expense, and seeding utilized shall be designated by Bell Butte or the Bureau of Land Management, and shall be a mixture similar to the vegetative cover on the lands in the immediate vicinity or such other mixture as agreed upon by the parties, and Fairways shall surrender the Premises to Bell Butte in a condition approved by Bell Butte and which complies with all applicable laws and governmental regulations and orders. Provided however, such termination and surrender shall not in any way or manner release Fairways from the performance of all of its covenants, agreements and obligations hereunder on its part to be kept and performed at the time of such termination all of which covenants, agreements and obligations and all remedies of Bell Butte hereunder shall all survive the termination of this Agreement and continue in force and effect until fully performed by Fairways in all respects to the satisfaction of Bell Butte. 16. This Agreement shall be forthwith recorded by Fairways wi th the Lincoln County Clerk and Recorder, Kemmerer, Wyoming '. and a duplicate original recorded copy of this Agreement shall be furnished to Bell Butte by Fairways upon its receipt of the original recorded copy from the said Recorder and not later than November I, 2005. Upon the termination of this Agreement for any cause or reason, Fairways shall also forthwith prepare, execute, -17- t ~~~~~I~i¡W¡;; :¡m1îiH ; ':"i~' ~¡~i~; !;!.~;!;: J "!;~' ~': :¡ ;,:; ~'.:' ~ --:1:.1,); ~~i~·;'''·;t.p,~~ ;: ' ,!. , . '~,:~ ';"::~'i';T:;':"'1'>i¡:_ ." -.~, ','~j~i'n.',~, ',',',1 :':'~i-":,':~ft~¡1J'..;,~¡"":,,:, . ·;'¡i;1;:-i,:,."',~j::.':,~ . ",'~' !;; ;,'.~;:I:i~'~ ~;;~;'::·'~':·'~'~';·;:":~ ..':'.:; ::''";' ,¡:;:~'~.;'~~' ;', , '{.,' ,-< OJ')- r:. ~ I~:';' ,.'" ., ~ ,. ;ì';,',,,,;~ , ·..L''I..-.:_........)~· , , .rnn....'~ï6 1... ...J \..1 V acknowledge and deliver to Bell Butte, for its approval, such document(s) for recording with the Lincoln County Recorder as will fully release and terminate all of Fairways rights hereunder i provided, however, such termination shall not release Fairways from the full and complete performance of all covenants, agreements and obligations, hereunder, on its part to be kept and performed at the time of such termination, including, Bell Butte's right of specific performance as provided under Paragraph 10, above. 17. Any notice contemplated herein to be served upon either party shall be in writing and mailed in the United States Mail, postage prepaid, Registered Mail or Certified Mail, Return Receipt Requested, at the addresses of Bell Butte and Fairways above set forth in the first paragraph of the first page hereof, or at such other address as either party may from time to time in writing designate. Service of notice by mail shall be deemed sufficient and complete upon date of posting and mailing in accordance herewith. It is also understood and agreed that personal service of notice upon either party shall be deemed sufficient service of notice and no mailing of notice in the case of personal service shall be necessary. 18. No waiver by either party of any breach or default by the other party on any occasion, and no election by either party to exercise or forego any right or remedy hereunder or relating hereto -18- \ '.r:· , -;;1: ;:~:~r¡~li\;:;.:~,;;~;"1:¡:,: <":'; ('.' ",. .',' .;.....\ '.:' ';: ,; '.. " .:';',';';';';';';';.j" .,' . ;:~";<'~":~:'.';i.»'."'~'~~; .':: ,r~;i , . '.1 ",<, :':!:i~;·~~t·';;~k:"·."~";:;,.~~.;':"~: ""''',.1, .:' _ ~j;;:;;»:c>;'..' .::, 'Ì',~:-,-,-,:~5:j~ r!ìn""77 '··'..100 . on any occasion, shall be deemed to be a waiver of any other breach or default or to be an election to pursue or forego any right or remedy on any other occasion. 19. Fairways shall not have the right to sell, assign, lease, sublease, rent, or use as collateral which could jeopardize or create a lien on said premises, only, or otherwise in any manner transfer this Agreement, or any part or portion thereof, or any of its rights and interests herein and hereunder, or any part or portion thereof, without the written consent of Bell Butte being first had and obtained. 20. This instrument covers the entire agreement between the parties, and no representation or statements, verbal or written have been made modifying, adding to, or changing the terms of this Lease. 21. Time is of the essence of this Agreement and of each of the terms and conditions hereof. 22. Subject to the provisions of Paragraph. 19, above, the terms and conditions and provisions of the Agreement shall be binding upon and inure to the benefit of the parties hereto and their approved successors and assigns. 23. This Agreement shall be governed by the laws of the State of Wyoming and the parties hereto hereby agree that the District Court of Lincoln County, State of Wyoming, shall have exclusive -19- . II ill';;··I;.,....i¡';.,...,;; '>:1 '· ~W,i~1","'· ìt~llihi~i~m~ ;~~~~~¡~~mmn: '.' . "'I~I'I~ ,' :l' : ': -:: .', , " " ','1'1 ~.',~,'. 'i', ,~','-_~,;-;t:';,'~,~;';'("·'·'~.".!'·,,,,:,·,, ..:' ;", '. :.;: '-":":"','.'. ~'. <C. 'J'. ~. C:."J":" ~.JJ'~~1~,"'" :, ,r ("\ ~ I'" "" 8 I.. \.1 U U ( . jurisdiction with respect to all matters which may arise under this Agreement. 24. It is the intent of the parties that the provisions contained and set forth in this Agreement shall be severable, and in the event the whole or any portion of any provision hereunder, shall be held void or invalid as a matter of law, such holding shall not effect the other and remaining valid portion(s) of such provision or any of the other provisions of this Agreement, which shall be given, and remain in full force and effect in their entirety without the void portion(s) thereof. IN WITNESS THEREOF, the parties have executed this Agreement as of the date of the Notary Acknowledgments contained herein, but for all purposes to be effective as of the day and year first above written. Bell Butte: TAX I D# rg '7- ¡j tf-"2- "f h ~.,.... Bell Butte Grazing Partnership, a Wyoming Limited Partnership: By: ~L Ð. ~j ~_ It Managlng Partner Fairways: Fairways a Texas business Offshore Exploration, Inc., Corporation qualified to do in Wyoming ~/~ .""....;...., ., . J"... '.' B .. A r I -.,' " -y: .."t"\?- OA.,.!~<¡ . ~" v......... 'y, ".,...>;Þ,,:.~\~ ItB rrCß>dCf.t - . G. \-\0\+ ~::;.¡¡¡" I, ··;it.j.~'t; 1:.-1$ \/-, Cf- \m;;~4 ~\:~¡!J, -20- œ\Je... Q.D~_~.' . ¡,Ø~l~n T-·~·ö. \ '.A... <~>:.. >~~íI<' .':, ~Þ, .....y () ( \ ~x. ;" , '..;.. ,-'~t:~~'¡I"..~ ,,·''''.4.....11-0>....,.,..,. '.1'. ...... .' " ~ :I:' ;':1: ;':' , '~. . , .:.. . ~;,,; ;.. : ,'.I;',,:¡ t' .. . ',-.. ' . .,..:....,'.>.oi:".. '. "'I:':'!~ '.' ~;·I·~'."¡·. , .·c·,'....;,,".',., .,;. :: . , --. , ~ , ,'"., :1; ~~!;' J';" '" ';'<:I~' .;. ':. . ", :" " . ,,: ':',',':' ,',' " '.--11' .,-C" ~.Ú.I' r:;,:j;,G .J '-c' ~ .,~)....¡; ,... () (\, " "J 9 CUI.J\j{ ACKNOWLEDGMENTS STATE OF ~ ) . ) SS. COUNTY OF.~~) On the r/7}J day of (p ~ ,2005 personally appeared before me ~~ , the Managing General Partner of Bell Butte Grazing Partnership, a Wyoming Limited Partnership, known by me to be the signer of the foregoing instrument, who duly acknowledged to me that he executed the same. Witness my hand and official seal. ~~~\..~ Not~r~ Publi~ ___ d~~~ ~.__ Resldlng at~~ ~i ~~ My ~ ;;. ~J :;'ð~7 STATE OF \ -eX:..ct-5 COUNTY OF ~(1t ~.5 SS B~fore me, the undersigned authority ~ ~ No~aty .r~lic in and for sald County, personally appeared VV,íj, ~LJL to me personally known, who being by me duly sworn did say that he, with the capacity designated by his signature on the document to which this certificate is attached, is an officer or agent, of Fairways Offshore Exploration, Inc., a Corporation organized and existing under and by virtue of the laws of the State of Texas, and that he as such officer or agent and in such capacity being authorized by its Bylaws and/or Board of Directors so to do, signed, sealed, executed and acknowledged before me the foregoing instrument on behalf of said Corporation as his voluntary act and deed and the voluntary act and deed of said Corporation for the uses, purposes and consideration therein expressed and contained by signing the name of the Corporation by him as such officer or agent and that the seal, if any, affixed to said instrument is the Corporate seal of said Corporation, and he further acknowledges to me that said Corporation executed the same. -21- t ~mimmmmj~fi~: I have hereunto set my official signature seal of office on this the~ day of ~~ Notary u lC . ,:,:t:i;';'7':.:"jlíC:',·'" ',>,.' ,'::::~:'¡' '--"~'''_~;]'''~Î ~':f<i1,I:1:":¡ ~<"-x, <i::~~·"'.'~..·> ·l,t::::, .'~> ~ o·;'¡ ~-;j ..~' -- --:-' ,.:..,' J :a.Jt1.ø . , and IN WITNESS WHEREOF, ~~e~y notarial IF' , 2005. My Commission Expires: Bell Butte\agreementø\Fairwaysaccrddrillai te. agmt " mm~~':: . '. . ,.~.:t;f;'¡I:""'. " . -22- . ';"¡';':';-'~~, tP:',·,r,', '-".'-":';:\;..","!" d-,: " ~: '", >'~ ' ,-;" ,'..,'. .-·;,'::.·.'f',··'. t'/iC''''''8ü 1... \) .I U \ ; tE'~;,~_~~~,5,:3~ . r .f' lin ''''181 I.. / 'l'· . . 1..) '..1 ... Found 1909 GlO Brass Cap (typical) N89'1O'37"W 2648.88' 1/4 NSg44'55"W 2640.24' c¿ ACCESS ROAD P.D.B. . f'l 01 01 ;-J .,.. ~ ~~ j ~~ U1 DJ. ~N(JICD ~ .p:c.o~CD txI(.n·o,..s fTf c+ +(0 .. fl~o\~ (; ......rr1~:~ ~ ~::j.rT1!",", ~ O'JO-....lt.n . ~ ê...d·"I CD ..........JCO -Þ:.~ EDERAL 1-8 WELL PAD (,J z g ~ U N Ñ Ñ ~ V'!, o u ~:...,¡ ~pf ~~.þ... .!Tl OJ .p.. at ~ ~ ......-, -(..I ----- 01.' . 1/4 ¡;; CÞ. '" I SECTION 17 T19N. R119W I ----'-"---- OWNER: Bell Butte Grazing (all of Section 17) Legal Description A tract of land located in the N1/2 of Section 17, T19N, R119W, 6th P.M., Lincoln County, Wyoming, said tract being 50.00 feet wide, 25.00 feet on each side of the following described centerline: ~ Commencing at the Northwest corner of said Section 17, thence S 00°25'58" W, 1721.79 feet along the West line thereof to the Point Of Beginning; ~ o I § ~ thence N 59°20'55" E, 151.86 feet; thence N 67°31'23" E, 501.48 feet; thence N 69°55'54" E, 214.73 feet; thence N 48°24'20" E, 317.06 feet; thence N 59°34'30" E, 353.74 feet; thence N 62°37'01" E, 301.23 feet; thence N 69°57'39" E, 557.49 feet; thence S 87°18'48" E, 155.88 feet; thence S 61°14'45" E, 138.66 feet; thence S 32°29'42" E, 170.31 feet; thence S 53°04'53" E, 73.74 feet; thence N 88°29'48" E, 58.89 feet to the Point Of Ending, said point lying on the westerly edge of the proposed Fairways Federal 1-8 Well Pad. 6 Said centerline being 2995.05 feet or 181.519 rods, more or less, in length. Certificate of Surveyor STATE of WYOMING ) COUNTY of UINTA ) ss I, STANTON G. TAGGART, OF WASATCH SURVEYING ASSOCIATES. L.L.C. HEREBY STATE THAT I AM BY OCCUPATION A PROFESSIONAL LAND SURVEYOR EMPLOYED BY FAIRWAYS OFFSHORE EXPLORATION, INC. TO MAKE THE SURVEY OF THE TRACT DESCRIBED AND SHOWN ON THIS PLAT; THAT THE SURVEY OF SAID WORKS WAS MADE UNDER MY SUPERVISION AND UNDER MY AUTHORITY AND THAT SUCH SURVEY IS ACCURATELY REPRESENTED HEREON. The sidelines of said tract are to begin and end upon the same line the centerline begins and ends upon. EXHIBIT "A" Map to Accompany Fairways Offshore Exploration, Inc. Federa/1-B Well Pad Access Agreement across the N~ of Section 17, T19N, R119W, 6th P.M. Lincoln County, Wyoming . ~~~~~ ANY CHANGE, ADD DELETION OF ANY PART OF THIS DESCRIPTION Will ACT TO VOID ANY WARRANTY OR RESPONSIBIUTY, EXPRESS OR IMPUED. THAT I MAY HAVE TOWARDS THE SUBJECT PROPERTY. 906 Main Street Evanston, Wyoming 82930 Phone No. (307) 789-4545 Project No. 05-43 Date: 6/28/05 t ~:::::::::;;:t:::t::;;;: ~~~;:~ill:~:;:~:;' / ,,<,/ .- , t :_:-'- @illillmrJ: " (' !Ì Ii ."'. I.. ·...JlJc82 Found 1909 GLO Brass Cap (typical) § 01 g] .~ \;) ~ '-.J ~ NB910'3TW 2648.88' N79·01 24 E. 205.75 N70·32'09"E. 268.28 C¿ ESCAPE ROAD P.D.B. 1/4 1/4 FEDERAL 1-8\ WELL PAD I I I I ______ SECllON 17 T19N, R119W I I I I I I I ------ OWNER: Bell Butte Grazing (all of Section 17) 8 s;¡ Legal Description A tract of land located in the N1/2 of Section 17, T19N, R119W, 6th P.M., Lincoln County, Wyoming, said tract being 50.00 feet wide, 25.00 feet on each side of the fOllowing described centerline: ª o I § ~ Commencing at the Northwest corner of said Section 17, thence S 89°10'37" E, 2125.27 feet along the North line thereof: thence S 00°49'23- W, 629.25 feet to the Point Of Beginning; 6 thence N 70°32'09" E, 268.28 feet; thence N 79°01'24- E, 205.75 feet; thence N 84°04'13" E, 258.31 feet; thence N 80°49'40" E, 145.01 feet; thence N 83°29'09" E, 121.22 feet; thence S 12°18'48" E, 255.23 feet; thence S 14°09'11" W, 56.85 feet; thence S 52°06'22-W, 61.19 feet; thence S 80°13'55" W, 43.68 feet to the Point Of Ending, said point lying on the Easter1y edge of the proposed Fairways Federal 1-8 Well Pad. Said center1ine being 1415.53 feet or 85.790 rods, more or less, in length. Certificate of Surveyor STATE of WYOMING ) COUNlY of UINTA) 55 I, STANTON G. TAGGART, OF WASATCH SURVEYING ASSOCIATES, L.L.C. HEREBY STATE THAT I AM BY OCCUPATION A PROFESSIONAL LAND SURVEYOR EMPLOYED BY FAIRWAYS OFFSHORE EXPLORATION, INC. TO MAKE THE SURVEY OF THE TRACT DESCRIBED AND SHOWN ON THIS PLAT; THAT THE SURVEY OF SAID WORKS WAS MADE UNDER MY SUPERVISION AND UNDER MY AUTHORllY AND THAT SUCH SURVEY IS ACCURATELY REPRESENTED HEREON. The sidelines of said tract are to begin and end upon the same line the centerline begins and ends upon. Map to Accompany Fairways Offshore Exploration, Inc. Federa/1-B Well Pad Escape Road-Access Agreement across the N~ of Section 17, T19N, R119W, 6th P"M. Lincoln County, Wyoming EXHIBIT "BII lS.TCn SURVEYING 906 Main Street Evanston, Wyoming 82930 Phone No. (307) 789-4545 Project No. 05-43 Date: 6/28/05 ANY CHANGE, ADDITION OR DELETION OF ANY PART OF THIS DESCRIPTION WILL ACT TO VOID ANY WARRANTY OR RESPONSIBILITY, EXPRESS OR IMPLIED. THAT I MAY HAVE TOWARDS THE SUBJECT PROPERTY. \ ... , ,,""'~'¡'I' ~~jl¡N li · ··;}¡¡¡¡¡j¡¡~¡~i¡¡¡¡¡¡~i{ t .,"! ..c.'.. (. <F,t- ~.."...,,~ ';":;1" :, J '.J ~. <.""...:], 'i,~;r:; - r Fairways Offshore Exploration, Inc. Federa/1-B Well NW1/4 NE1/4, SECTION 17, T19N. R119W, 6th P.M. \ \ r1d /"-""" I ; ~ / [? [/ a ~ o £t: Q \¿ ~!\ I § V \ \ ESCAPE ROAD \ \ - -\ \'\ ® \1 F-14.5\ ) , \ \ I \ \ I \, r , \ I \ \ \ , \ \ \ \- -'r --¡- -\-"\ o \ \ STA.4+5O F-2.7 \ \ 165' \ \ \ \,!.u\ \ \ ~~ 'Q.¡o a ~ ~ 0 ~ ¡::: « 0 <:-J \' N \ \ \=\ \ \ UNGRADED - 7897.9' \ FIN. GRADE - 7897.5' \ \ \ \ \ 165' \ F-9.8 ~A 2+50 \ \. \ \, \ \ \ \ \ ~ \i \ \~~\ \~ \ , \ 0 \ \ ~ \ \,1 ì, ...1 G: w ~ ã! ~I "'" -' \ I &1 "I' ~ t I I \ I \ I \ \ I \ \ \ , , \ a Ii) N 00 \ ~ \ ~ \ \ \ L \ . -.Jo" \ >-m-I- \cJ<D ä: o~:I:~ "'vf-O: ~~~~\ o Ii) N \ \ \ \ \ \ \ \ -.I \ C-7.8 <D @C-12.0\9S' \ C g '\ \:... \ \ IA\ ... \ 6 C-13.0 \ 180' \ \ 3 C-4.5 \ \ ' , ------\---;--\ - \, " \ \ \ \ \ \ \ \ \ TOTAL EXHIBIT "e" Well Pad Layout Project No. 05-43 Date Drawn: 7/14/05 Scale: 1" = 80' ate Surve ed: 6/6/05 ~;:~t Revision 7/19/05 !.TC1t SURVEYING 906 Main Street Evanston, Wyoming 82930 Phone No. (307) 789-4545 r' lì "" ,-. ...... \ ,·~· -}.t3 .' ..,/ \j L/ \J \ \ \ \, o 80 I 3.6 0.7 0.5 4.8 SHEET 4 OF 11 l !),'.-:~-~~,:¿'~5 '11j;;¡; . t c, r· !\ f'\ ...., 8 4 '~. '", l \ j \., ' : Found 1909 GLO Brass Cap (typical) ~ ~ ~ I\) ; ~ 1/4 N89"K)'37"W 2648.88' P.D.B. 19B7.B9 , Appro)(. Depth= 12876.32 549'00'00"[. 1704.06' tf TRACT N89'44'55"W 2840.24' FEDERAL 1-8 WELL PAD 1/4 I I I I I ______ SECllON 17 T19N, R119W I I I I I I I I ------ OWNER: Bell Butte Grazing (all of Section 17) ~- Legal Description A tract of land located In the N112 of Section 17, T19N, R119W, 6th P.M., LIncoln County, Wyoming, said tract being 50.00 feet or 25.00 feet on each side of the following described cenfsrllne: s o I ã ,.... ~ ~ Commencing at the Northwest romer of said Section 17, thence S 89°10'37" E, 1987.89 feet along the North line thereoffo the Point Of Beginning; thence S 49°00'00" E. 1104.06 feet to the Point Of Ending, said point lying S 75°03'23" E, 2919.67 feet from the Northwest comer of said SecfJon 17 and being the center of the proposed Federa11-8 Well. SaId centerline beIng 1104.06 feet or 66,913 rods, mOI9 orless, in length. Certificate of Surveyor STATE of WYOMING ) COUNTY of UINTA ) lIS /, STANTONG. TAGGART, OF WASATCH SURVEYING ASSOCIATES, L.L.C. HERESY STATE THAT I AM BY OCCUPAT10N A PROFESSIONAL LAND SURVEYOR EMPlOYED SY FAIRWAYS OFFSHORE EXPlORAT10N, INC. TO MAKE THE SURVEY OF THE TRACT DESCRIBED AND SHOWN ON TIllS PlAT; THA T THE SURVEY OF SAlD WORKS WAS MADE UNDER MY SUPERVISION AND UNDER MY AUTHORITY AND THAT SUCH SURVEY IS ACCURATELY REPRESENTED HEREON. ~o"a\ Land 8 fl:,ttI "'r. ~'ð ~o~ G. 1'"4Q .~ tf oj' 6:!~6 Q"9 ~ ~ ~ EXHIBITS "D" AND "E" Map to Accompany Fairways Offshore Exploration, Inc. Federal 1-8 Well Sub-Surface Agreement located In the N 1/2 of Section 17, T19N, R119W, 6th P.M. Lincoln County, Wyoming ANY CHANGE, ADOITION OR DElETION OF ANY PART OF THIS DESCRIPTION WILL ACT TO VOIO ANY WARRANTY OR RESPONSlBUJTY, EXPRESS OR IP.tPlIED, THAT / MAY HAVE TOWARDS THE SUBJECT PROPERTY. ~~~~~ 906 MaIn Street Evanston, WyomIng 82930 Phone No. (307) 789-4545 Prqecf No. IJ5.43 Date: 7I08I05 ~:iI~~~ji1¡i¡W, '; - ':;.;\:;:,:.:¡;;:;~< .¡:',;,;~ :" ;'-~~=-:;'.':':.~","::';-,~:"" .~ .~. ~':J~.:~I:t:.;,: ' "',;;'.:,',>,; . 0 '...~:-- , . " . '.L·,. ~;4.eS.·j,~ I.J~.~"'¿.)~\-' ; I , , SURETY BOND [00085 KNOW ALL MEN BY THESE PRESENTS: That we (operator name) Fairways Offshore Exploration. Inc.. a Texas Corporation as Principal, and (Surety name) U.s. Specialty Insurance Company as Surety, and both Principal and Surety duly authorized and qualified to do business in the State of Wyoming, are held and finnly bound unto Bell Butte Grazing Partnership, a Limited Partnership (Wyoming), whose address is clo Edward M. Bown, 1015 East 3900 South, Salt Lake City, Utah 84124. in the sum of: Ten Thousand and Noll 00 dollars ($ 10.000 ) lawful money of the United States, payable to Bell Butte Grazing Partnership, a Limited Partnership, for the use and benefit of said Bell Butte Grazing Partnership, a Limited Partnership (Wyoming), for the faithful payment of which we bind ourselves, our heirs, executors, administrators and successors, jointly and severally by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH THAT, WHEREAS the Principal is or will be engaged in the drilling, redrilling, deepening, repairing, operating, and plugging and abandonment ofa well or wells and restoring the well site or sites and roads in Lincoln County, in the State of Wyoming for the purposes of oil or gas production andlor the injection and disposal of fluids in connection therewith for the following described land or well: x Blanket Bond: Individual Bond: To cover all wells drilled in the State of Wyoming Well No: Federal 1·8 Well Section: --1L- Township: 19 N0I1h Range: 119 West County: Lincoln , WYOlning NOW, THEREFORE, if the above bounden Principal shall comply with all the provisions of that certain Access Road, Drill Site, and Subsurface Agreement dated effective July 1,2005, by and between Bell Butte Grazing Partnership, a Limited Partnership, and Fairways Offshore Exploration, Inc., a Texas Corporation, including, but not limited to the proper plugging and abandonment of wells and well site restoration, then this obligation is void; otherwise, the same shall be and n:main in full force and effect. IN TESTIMONY WHEREOF, said Principal has hereunto subscribed its name and has caused this instrument to be signed by its duly authorized officers and its corporate or notary seal to be affixed this 30th day of September. 20Qi.. Corporate or Notary Seal (here) Fairways Offshore Exploration. Inc.. a Texas Corporation Principal (company name) By Name: Title: paul!1 ¥ President \0-3 - oS;: --- ..."'-- IN TESTIMONY WHEREOF, said Surety has caused this instrument to be signed by its duly authorized officers and its corporate or notary seal to be affixed this 30th day of September, 2005. (Corporate or Notary Seal here) U.S. Specialty Insurance Company By Name: Title: 13403 Northwest F way, Houston, Texas 77040 Surety Mailing Address - ./0. j~A Att""~~~ ["e~;:?' .~.¡ ~) ~ (/ Date: September 30. 2005 t ~~~mmm~i~~~r~ Exhibit "F" (3 Da2es) ~m~~Æ~wr . "~'~:!:''!'::''~~-:'"':o<";;.'?:;:~ ~·::1',·:;: ~'. 'c;,;'" .. . ;'-,":::<'-:-' . 'i·.·¡ ,·;·;I, .',~.'. ";":'-!""jG.";<'~'.-'<",.-'-<::'?:~'" :.-',;,;)~:t ~';·O' ,.- .....~'!:..ç.. "..': ,:.; ··:T..'l':;:,~,¡Zt¡.,:,. '"'.':'';:'7, . .,;- :" ~',.;o..:. :.:~".",!. '.,.' .-¥> I::,~ '=I. ¡' ~I).. '<J; "..) ~ rA~i''''86 ' ... (' , \.., \.J \.1 \..i Bond No. B001922 Important Notice Regarding Terrorism Risk Insurance Act of 2002 In accordance with the Terrorism Risk Insurance Act of 2002 (the "Act")~ this disclosure notice is provided for surety bonds on which U.S. Specialty Insurance Company is the issuing surety. The premium attributable to any bond coverage for "acts of terrorism" as defined in Section 1 02(1) of the Act is Zero Dollars ($0.00). The United States will reimburse the Issuing Sw·eties for ninety percent (90%) of any covered losses from terrorist acts certified under the Act exceeding the applicable surety deductible. The actual coverage provided by your bond for acts of telTorism, as is true for all coverages, is limited by the telms, conditions, exclusions, penalties, limits, other provisions of your bond and the underlying contract, any endorsements to the bond and generally applicable rules of law. This Important Notice Regarding Terrorism Insurance Risk Act of 2002 is for informational purposes only and does not create coverage nor become a part or condition of the attached document. YOU SHOULD KNOW THAT COVERAGE PROVIDED BY THIS POLICY, IF WRITTEN, FOR LOSSES CAUSED BY CERTIFIED ACTS OF TERRORISM, WILL BE EXCLUDED IF THE U.S. GOVERNMENT FAILS TO ENACT AN EXTENSION TO TRIA OR ENACTS CHANGES TO TRIA THAT SUBSTANTIALLY CHANGE THE RISK OF LOSS THAT AN INSURER OR POLICYHOLDER HAS ASSUMED. The rest of this page is intentionally left blank. \ IndemCo ... ....." ..""" ~,.-, ..."- . .,'...........'..",.. ,.,r..·,·,-,o·","'"_,~",,,"''-''''''''"'''· ,,~""'"'' ',,,_..,,,'¥',' , .... .(,., " '¡~ ~ .·I'oJ~... ,I', ,,-,i_,<.:..~,,jA.r {ìt1/'S7 ... ,.I l.i \... POWER OF ATTORNEY PA001922 (To be used with bonds issued on behalfofU. S. SPECIALTY INSURANCE COMPANY) Know All Men by These Pre.fents That, U. S. SPECIALTY INSURANCE COMPANY (the "Company"), a corporation duly orgal11zed and existing under the laws of the State of Texas, and having its principal office in Houston, Harris County, Texas, does by these presents make, constitute and appoint Edwin H. Frank III,W. Russell Brown, Jr. its true and lawful Attorney-in-Fact, with full power and authority hereby conferred in its name, place and stead, to execute, acknowledge and deJiver any and all bonds, recogn12ances, undertakings or other instruments or contracts of suretyship to include riders, amendments, and consents of surety, providing the bond penalty docs not exceed Three Million Dollars ($3,000,000) and to bind the Company thereby as fully and to the same extent as if such bonds were signed by the President. sealed with the corporate seal of the Company and duly attested by its Secretary. hereby ratifying and confirmmg that the said Attorney-in- Fact may do in the premises. Said appointment is made under and by authority of the following resolutions of the Board of Directors of the U. S. Specialty Insurance Company: " Be /t Resolved, that the PresIdent, any Vice-President, any ASSIStant Vice-PresIdent, any Secretary or any AssIstant Secretary shall 'be and IS hereby vested wIth full power and authonty to appOlllt anyone or more suitable persons as Atlomcy(s)-m-Fact to represent and act for and on behalf of the Company subject to the following provIsions. Attorney-II/-Facl may be given full power and authority for and m the name of and of behalf of the Company, to execute, acknowledge and deliver, any and all bonds. recognizances, contracts. agreements or mdemnity and other condlllonal or obligatory undertakings and any and all notIces and documents canceling or terminating the Company's hablhty thereunder, and any such Inscruments so executed by any such AttorneY-in-Fact shall he bmdmg upon the Company as If sIgned by the Prcsldent and scaled and effeclcd by the COflJoratc Secretary. Be iJ Resolved, that the sIgnature of any authonzed officer and seal of the Company heretofore or hereafter affixed to any power of attorney or any certllicate rclatlng thereto by facsimile, and any power of attorney or ceruficate beanng facsimile signature or facsimile seal shan be valid and blndmg upon the Company with rcspectto any bond or undertakIng to which It IS attached. (Adopted by unammous \VTuten consent 111 lieu of meeting on July 7, 2003.) In Witness Whereof, U. S. SPECIALTY INSURANCE COMPANY has caused these presents to be signed by its President, and its corporate seal to be hereto affixed this 6th day of June. 2005. Corporate Seal U. S. SPECIALTY INSURANCE COMPANY By State of Texas COW1ty of Harris ss: M:::.stð On this 6th day of June, 2005 before m~ personaJly came Michael J. Schell, to me known, who, being by me duly sworn, did depose and say, that he resides in Houston, Texas, that he is President of U. S. SPECIALTY INSURANCE COMPANY, the company described in and which executed the above instrument; that he knows the seal ofsaid Company; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order ofthe Board of Directors of sa;id Company; and that he signed his name thereto by like order. D " . I'f....., Notary Se~ ,.. ::.\ _ ,( f .. "Pi ~.:::':'i" SHEARI GIBSON . ~ y COMMissioN EXPIRES OC!OÞer 17. 2005 ( ,Notary Public My commission expires I tJ-¡ -1-05 I II(¡,~ ...-.:- ~-.: I, Christopher L. Martin, Secretary ofU. S. SPECIALTY INSURANCE COMPANY, do hereby certify that the above and foregoing is a true and correct copy of a Power of Attorney, executed by said Company, which is still in full force and effect; furthermore, the resolutions of the Board of Directors, Set out in the Power of Attorney, are in full force and effect. In Witness Whereof, I have hereunto set my hand and affixed the seal of said Company at Houston, Texas this 30th day of Septem her, 20...o.s. Corporate Seal / !~;imf~mili~~¡i:¡1f : ~¡¡~~~f~;~¡;ii;~;~~¡ ¡~ ;'."1:,.~;};'l:¡i~:',.".",_,~,,:, ',r.."\ . q ¡> S,·J" ¿ ; '._,} ~.~;i.J~ 110, ... , I:';;;'¡'';~ ¡ ;!j~;",.. ~;7...: A_CORD... CÉ'RTIFICATE OF LIABILITY INSURANCE rfìf"':"'S \.... ." ~ f 11 8 ".1 \" l....., DATE (MMIDDIYVVY) PRODUCER, (832) 295-0000 Lary Insurance Services, Inc. 12000 Richroond, Suite 300 lio'}sto!!...______TX -21.08 ~- INSURED ~airways Offshore Exploration, 13430 Northwest Freeway Suite BOO Houston TX 77040- COVERAGES -------- INSUR!!!~ AFFO.!!e!.NG.CO"y_ERA~~______. _NA~___._ l!<§.!illm..t-· Lex!!l9'_~. Insw:'~..2e Co__ _______.___ .!J'I.§..lli.¥::!!lL-.________________ -------- Inc. INSUBf;fU.;:...___..__.._____._________ I~SUIŒRL-_ INSURE R E· ------,._--,-,., ---- THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD.lNDICA TED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, ~GGREGATE _l!~!!§..~N MAY HAV~~~§N~~DU~'!.!~LAIMS - PõTJ~fIŸ[ Jlõi]cH¡¡¡;¡ÆÞ.WõFf --------.-------. N~ ~~~ TYPE OF INSURANCE POLICY NUMBER DATE (MM/DDIY~) DÄTl(M:'DDrÑÍ' LIMITS A ~NERAL LIABILITY / / / / I:ACI< ocr,t IRR~N~E s 1,000,000 X COMMERCIAL GENERAl. lIAßIUl'Y ~~~ßH?r,~~~~~nr... s 1,000,000 ....- :J CLAIMS MADE W OCCUR 08/07/2005 1286606 08/07/2006 MnH:XP fA... one ""'"0'11 S f-- PERSONAL &AOV INJURY S 1,000,000 1--·· / / / / GENERAL AGGRf;GATIi S 2,000,000 GEN'L At>GI~I:GATE llMIl' APl'LlliS PER PHOI)UCTS . "OMI·'IOP M!L $ 2,000,000 @ p()LlCyì~~ ~:~~i '(""1 tOC / / / / 11011 ution (S&AI 1,000,000 ~OMOBlLE LIABILITY - / / / / COMBINED SINGU¡ LIMIT (EB .""idonl) $ - ANY AUTO - AU. OWNF.OAUTOS / / / / IIOn!l Y IN,JURY tl;l~ person; $ SCHEDULED AUlOS - / / / / - ~IIRED AUT OS RODlL Y IN,JUI~Y $ NON-O'MIF.O AlHOS ,þ", .r.c-Jdent) - / / / / - ¡'Hopøny DAMAGE (1'". .""ldnnt) $ RAGE LIABILITY AUTO ONLY· EA ACCII)EN'r S 1-__ ANY AUT 0 / / / / OTl1IiR TIi"N fAA.CC $ A\ITO ONLY' AGO S EXCESS/UMBRELLA UABllITY / / / / f;AC~1 OCr.uRREW'E' S tJ occur~ D C1.AIMS MAI)E. AGGf~~GA l'E S $ ~ f>EOUC'fIBLE / / / / $ RHENTlON S S WORKERS COMPENSATION AND / / / / 1 ~~.rI~HsT 10TH. eMPLOYERS· lIABILITY ER ANY I'ROI'mf;TOflIPARTNEr~/EXLClfI1VE E LEACH ACCIDENI S OFFICERlMFMRËH ['J',CI.UDlm? / / / / r: I. DiSEASE· liA EMPlOYEE S Ify....dfllc;rot» ,"""', SPECIAl. PROVISIONS bOlow E l. OISI"/lSr,· POUCY LIMIT $ O'!HER / / / / / I / / , '. / / / / DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLESlEXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROIIISIONS 8all Butte G~az~nq Pa~tn.rehip is named as additional insured. CERTIFICA TE HOLDER ( ) CANCELLATION Bell Butte Grazing Partnership C/O Edward M. Brown 1015 East 3900 South Salt Lake Cit UT 84124- ACORD 25 (2001/08) 6g "... INS025 (OiOtl) U:\ SHOULD ANY OF '!HE ABOVE DESCRIEiED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 2-º-- DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLI ON OR LlASI tNO UPON '!HE INSURER, ITS AGENTS OR REPRESEN AUì110RIZED REPRESENTA TillE E UiC" RONIC 1./l5"H FO'~M5. IWC . (800)327.05045 Exhibit "G" <p pages) S~.'~ ~~ '::i'::{:~'. 0":' .~o:i;· "';,:,' r:;·-,",:.~~:;:1tt!r..;~;..~'t,~·d~'1i",~fi'~~~"~'i:'-~'~:,::'~',, :..:;.:~c::; ':t~:.'!."'<.:,'!.t:~~':'~;>'· ,; .'. ·;Þ··~~~_:':M;·;QJt:.I.j·~í~,; '~i::,r'~';l~ ~iß~:'~·~~':{.!..t;h:;,k~':~"b:,\:~<,fo', , ! ,:.~ -c'~ ."~~-.r~~~ ~ ?i~"); '.,_:;.---.3 ~""L;> ,,-.¡,~,~1f.4 ,., T~ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED The following entity is added as an additional insured to the policy: Bell Butte Grazing Partnership C/O Edward M. Brown 1015 East 3900 South Salt Lake City, UT 84124 Endorsement No.8 Attached to and formIng part of the ComprehensIve General liability Policy No. 7286606 Issued to Fairways Offshore Exploration, Inc. SIgned the 30th day of September, 2005 at Houston, Texas. Lexington Insurance Company A member of the AIG Group of Companies i11~o~.",ro ORIGINAL. ~':::;:;:f:r:::;IT ¡:: :':;:':':':':'h:~:' !..'.!.!.',!.'.!,','.'J . "-.,::'~! !';!~·f:P'~ .; ;:::-~i;/~' ~_. ';- ,:;":":;'::~:";¡.:;;~'~':;.'. .r !Î t1 .... 8 9 . \.. '...J U '\./ ' t