HomeMy WebLinkAbout974755RECEIVING Ly 7 j S
BOOK: 826 PAGE: 036 1 2__3 /3
JEANNE WAGNER ]h j7,1
LINCOLN COUNTY CLERK, KEMMERER, WY
NOTICE OF CONFIDENTIALITY RIGHTS: "IF YOU ARE A NATURAL
PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING
INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR
RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER
OR YOUR DRIVER'S LICENSE NUMBER."
AMENDMENT OF MORTGAGE
(Lincoln, Sweetwater, Sublette and Uinta Counties, Wyoming; Lea County, New Mexico;
Wharton, Live Oak and Hidalgo Counties, Texas; and San Juan County, Utah)
This Amendment of Mortgage is made and entered into by the undersigned, David M.
Reavis, a Texas resident; Lodestone Operating Inc., a Texas corporation; and Lodestone
Operating, LLC, a Texas limited liability company, (hereinafter collectively called "Mortgagor
in favor of Barry Bruce Conrad II, Trustee, in trust for the benefit of Park Cities Bank,
(hereinafter called "Noteholder whose principal office and place of business is 5307 E.
Mockingbird Lane, Suite 350, Dallas, Texas 75206.
A. RECITALS
1. Under date of May 18, 2012, Mortgagor executed a promissory note payable to
Noteholder, or its order, in the original principal sum of Five Million and No /100
Dollars ($5,000,000.00) (the "Note pursuant to a Credit Agreement of even date
therewith between said Mortgagor and Noteholder, which Note is secured by a
Mortgage, Deed of Trust, Financing Statement Assignment dated May 18,
2012, from Mortgagor to Mortgagee as Lender, recorded as follows:
Wharton County, Texas
Live Oak County, Texas
Uinta County, Wyoming
Sweetwater County, Wyoming
Lincoln County, Wyoming
Sublette County, Wyoming
San Juan County, Utah
Lea County, New Mexico
nLV G✓ E LI JVILV IJ Cll 11J.JV /'11v1
Book 888, Page 902
Doc. #199848
Book 981, Page 250
Book 1195, Page 2871
Book 787, Page 149
Book 147, Page 560
Book 939, Page 722
Book 1781, Page 268
2. Mortgagor has entered into a First Amendment of Credit Agreement effective
May 31, 2013, which amends the May 18, 2012 Credit Agreement.
3. Mortgagee hereby appoints John Dienes as the Trustee for the Mortgage and Deed
of Trust.
4. Mortgagor has pledged additional collateral located in Hidalgo County, Texas,
described in Exhibit A attached hereto, and has executed a Mortgage and Deed of Trust
effective May 31, 2013, which has been duly recorded in the Official Records of Hidalgo
County, Texas as Instrument Number 2013- 2468618.
B. AGREEMENTS
In consideration of the premises and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Mortgagor, as security for payment
of the Note and all other indebtedness described in and covered by the Mortgage, Mortgagor has
and hereby does:
1. GRANT, SELL, CONVEY AND MORTGAGE unto the Trustee, for the benefit
of Noteholder, the oil and gas leases and properties described in and covered by the
Mortgage, and this Amendment of Mortgage including, but not limited to, the above
described Interests (hereinafter referred to collectively as the "Security Properties in
exact accordance with and subject to the terms and provisions of the Mortgage.
2. ASSIGN to the Noteholder, in accordance with the terms of the Mortgage, all of
the proceeds of sale of production of oil and gas attributable to the interest of Mortgagor
in the Security Properties.
3. GRANT to Noteholder a security interest in the personal property, equipment,
accounts, general intangibles, as extracted collateral, severed minerals, fixtures and the
proceeds thereof pertaining to the Security Properties, all in accordance with the terms of
the Mortgage.
4. ADOPT, RATIFY AND CONFIRM the Mortgage as to all of its terms,
provisions, warranties, representations and covenants, and RENEW AND EXTEND all
of the liens and other rights, titles and interests created and /or carried forward thereby,
and hereby incorporate into this Amendment all of the terms of the Mortgage.
5. WARRANT AND REPRESENT that Mortgagor's working interest and net
revenue interest in production of oil and gas as described in the Mortgage are free and
clear of all liens and encumbrances other than those created and /or carried forward
hereby.
6. AGREE to execute any such additional and further documents required by
Noteholder and /or by Texas statute to properly perfect and confirm the validity of the lien
and Mortgage upon the Security Properties.
7. A POWER OF SALE HAS BEEN GRANTED IN THIS MORTGAGE. A
POWER OF SALE MAY ALLOW THE NOTEHOLDER (MORTGAGEE) TO
TAKE THE MORTGAGED PROPERTY AND SELL IT WITHOUT GOING TO
COURT IN A FORECLOSURE ACTION UPON AN EVENT OF DEFAULT
WHICH IS ONGOING AND UNCURED BY THE MORTGAGOR UNDER THIS
MORTGAGE.
EXECUTED effective the 2 9 day of October, 2013.
Amendment of Mortgage Page 2 of 17
Lodestone Operating Inc.; Lodestone Operating, LLC; and David M. Reavis
03
STATE OF TEXAS
COUNTY OF DALLAS
Given under my hand and seal of office this
MARY DURANT
:79 tr. Notary Public, State of Texas
My Commission Expires
April 06, 2015
MORTGAGOR:
LODESTONE OPERATING, LLC
A Texas .L`) ited L bili pany
R avis
Member /Manage
LODEST G NE OPERATING INC.
D:..'..' Reavis
President
DAVID k2EAVIS, 1 IVIDUALLY
ACKNOWLEDGEMENT
Before me, a notary public in and for this state, on this (1 I day of e4
2013, personally appeared David M. Reavis, to me known to be the identical person who
subscribed the name of the maker thereof to the foregoing instrument and acknowledged to me
that he executed the same as his free and voluntary act and deed and as the free and voluntary act
and deed of himself, Lodestone Operating Inc., and Lodestone Operating, LLC, for the uses and
purposes therein set forth.
day of 4 e 4 2013.
Notary Public in acid
Y for the State of Texas
Amendment of Mortgage
Lodestone Operating Inc.; Lodestone Operating, LLC; and David M. Reavis
Page 3of17
38
EXHIBIT A
TO MORTGAGE AND DEED OF TRUST
Dated effective May 31, 2013
This Exhibit A and the Mortgage and Deed of Trust cover and include the following:
O u 3 9
This Exhibit A sets forth the description of certain property interests covered by the
Mortgage and Deed of Trust. All of the terms defined in the Mortgage and Deed of Trust are
used in this Exhibit A with the same meanings given therein.
(a) All right, title and interest, whether now owned and existing or hereafter
acquired or arising, of Mortgagor in and to the oil, gas and mineral leases and mineral interests
described herein and /or lands described in and subject to such oil, gas and mineral leases
(regardless, as to such leases and /or lands, of any surface acreage and /or depth limitations set
forth in any description of any of such oil, gas and mineral leases), and all right, title and interest,
whether now owned and existing or hereafter acquired or arising, of Mortgagor in and to any of
the oil, gas and minerals in, on or under the lands, if any, described on this Exhibit, including,
without limitation, all contractual rights, fee interests, leasehold interests, overriding royalty
interests, non participating royalty interests, mineral interests, production payments, net profits
interests or any other interest measured by or payable out of production of oil, gas or other
minerals from the oil, gas and mineral leases and /or lands described herein; and
(b) All of the foregoing interests of Mortgagor as such interests may be
enlarged by the discharge of any payments out of production or by the removal of any charges or
encumbrances, together with all interests, whether now owned and existing or hereafter acquired
or arising, of Mortgagor in, to and under or derived from all renewals and extensions of any oil,
gas and mineral leases described herein, it being specifically intended hereby that any new oil
and gas lease (i) in which an interest is acquired by Mortgagor after the termination or expiration
of any oil and gas lease, the interests of Mortgagor in, to and under or derived from which are
subject to the lien and security interest hereof, and (ii) that covers all or any part of the property
described in and covered by such terminated or expired leases, shall, to the extent, and only to
the extent such new oil and gas lease may cover such property, be considered a renewal or
extension of such terminated or expired lease; and
(c) All right, title and interest, whether now owned and existing or hereafter
acquired or arising, of Mortgagor in, to and under or derived from any operating, farmout and
bidding agreements, assignments and subleases, whether or not described in this Exhibit, to the
extent, and only to the extent, that such agreements, assignments and subleases (i) cover or
include any present right, title and interest of Mortgagor in and to the leases and /or lands
described in this Exhibit, or (ii) cover or include any other undivided interests now or hereafter
held by Mortgagor in, to and under the described leases and /or lands, including, without
Amendment of Mortgage Page 4 of 17
Lodestone Operating Inc.; Lodestone Operating, LLC; and David M. Reavis
0u40
limitation, any future operating, farmout and bidding agreements, assignments, subleases and
pooling, unitization and communitization agreements and the units created thereby (including,
without limitation, all units formed under orders, regulations, rules or other official acts of any
governmental body or agency having jurisdiction) to the extent and only to the extent that such
agreements, assignments, subleases, or units cover or include the described leases and /or lands;
and
(d) All right, title and interest, whether now owned and existing or hereafter
acquired or arising, of Mortgagor in, to and under or derived from all presently existing and
future advance payment agreements, oil, casinghead gas and gas sales, exchange and processing
contracts and agreements, including, without limitation, those contracts and agreements that are
described on this Exhibit, to the extent, and only to the extent, those contracts and agreements
cover or include the described leases and /or lands; and
(e) All right, title and interest, whether now owned and existing or hereafter
acquired or arising, of Mortgagor in, to and under or derived from all existing and future permits,
licenses, easements and similar rights and privileges that relate to or are appurtenant to any of the
described leases and /or lands.
Notwithstanding the intention of the Mortgage and Deed of Trust to cover all of
the right, title and interest of Mortgagor in and to the described leases and /or lands, whether now
owned and existing or hereafter acquired or arising, Mortgagor hereby specifically warrants and
represents that the interests covered by this Exhibit are not greater than the working interest nor
less than the net revenue interest, overriding royalty interest, net profit interest, production
payment interest, royalty interest or other interest payable out of or measured by production set
forth in connection with each oil and gas well described in this Exhibit. In the event Mortgagor
owns any other or greater interest, such additional interest shall also be covered by and included
in the Mortgage and Deed of Trust.
Any reference herein to Wells or Units is for warranty of interest, administrative
convenience and identification and is not intended to limit or restrict the right, title, interest of
properties covered by the Mortgage and Deed of Trust and all of Mortgagor's right, title and
interest in the Lands, Subject Interests and Mortgaged Property described herein are and shall be
subject to the Mortgage and Deed of Trust, regardless of the presence of any Units or Wells not
herein referenced.
The Leases covered by the Mortgage and Deed of Trust shall include all leases
and force pooled interests now or thereafter owned by Mortgagor included within the geographic
areas set forth in this Exhibit whether or not the schedules of leases included in this Exhibit list
all such leases.
Amendment of Mortgage Page 5 of 17
Lodestone Operating Inc.; Lodestone Operating, LLC; and David M. Reavis
0041
No depth limitation exception contained in any description of leases and other real
property interests set forth in this Exhibit shall exclude from the grants of the Mortgaged
Property and collateral contained in the Mortgage and Deed of Trust any depth owned by
Mortgagor within the geographic area described in this Exhibit for such leases and other real
property interests.
The designation "Working Interest" or "WI" when used in this Exhibit means an interest
owned in an oil, gas, and mineral lease that determines the cost bearing percentage of the owner
of such interest. The designation "Net Revenue Interest" or means that portion of the production
attributable to the owner of a working interest after deduction for all royalty burdens, overriding
royalty burdens or other burdens on production, except severance, production, and other similar
taxes. The designation "Overriding Royalty Interest" or "ORRI" means an interest in production
which is free of any obligation for the expense of exploration, development, and production,
bearing only its pro rata share of severance, production, and other similar taxes and, in instances
where the document creating the overriding royalty interest so provides, costs associated with
compression, dehydration, other treating or processing, or transportation of production of oil,
gas, or other minerals relating to the marketing of such production. The designation "Royalty
Interest" or "RI" means an interest in production which results from an ownership in the mineral
fee estate or royalty estate in the relevant land and which is free of any obligation for the expense
of exploration, development, and production, bearing only its pro rata share of severance,
production, and other similar taxes and, in instances where the document creating the royalty
interest so provides, costs associated with compression, dehydration, other treating or processing
or transportation of production of oil, gas, or other minerals relating to the marketing of such
production.
The references to book or volume and page herein refer to the recording location of each
respective Mortgaged Property described herein in the county /parish where the land covered by
the Mortgaged Property is located.
This Mortgage and Deed of Trust covers all lands, leases and properties of the
Mortgagor, whether now owned or hereafter acquired, located in any county /parish identified
elsewhere in this Exhibit or located in any county /parish wherein this Mortgage and Deed of
Trust has been recorded.
Oil and Gas Properties
All working interest, royalty interest and mineral interest owned by David M. Reavis, Lodestone
Operating Inc. and Lodestone Operating, LLC, in the following:
Amendment of Mortgage Page 6 of 17
Lodestone Operating Inc.; Lodestone Operating, LLC; and David M. Reavis
Exhibit A
Operator Name
Property! Well
Name CountyiParish
Lo estone`
Operating i
ederal 10 27. ''Sweetwater,5
Lodestone
Operating Inc
aptor 40-18
Lincoln
O perating ;kt
uckhorn;
Canyon 11
Lodestone
Operating, Inc.
anyon r.. Sweetwater
dpe atinq, lne
Lodestone
Operating, Inc
anyont30 =18" ''Sublette
Lodestone
Operating, Inc.
aballo
San Juan
Elm Ridge
Exploration
Ron
by @retire
Lodestone
Oeratin Inc.
no
averCan
gem tmg
Omega
En' erg Corp.
Lodestone
Operating, Inc.
Hidalgo
iperating, Inca
Hidaiso
Lodestone
Operatin t Inc
�O adesto,e
peratingilnc a
'Hid'af
State
WY
WY
Utah
TX
Sec. Twp -Rng. OR Sec
Blk•Survey
T26NR1
S'18 T 24NR 111W
Lots 5 6 E/2NW/4
andLots7 &8 E2
SW4
S3T25NR'111WNW
SW
S18T28NR111W
NE SW
0 T1
S151 36S R 23E
NWNW
IR.R. Co. Survey No.
37, A -232, Victoria
County, Tx
Tract II, Rio Grand
River
Santa Anita Grant, M.
Gomez Survey, A -63
Santa Anita Grant,4
Gomez Survey, A 6
WI
Decimal
0000!;
1.00000
000+
1.00000
1.
S'33 T37S R24E SLM`
SESW S2SE S3
Lots 3 4 S2NW, SW,
W2SE S4 Lots 1,2,3
S2NE NESE
S 33 T37S R24E
SWSE
0.28763
1 .00000
1 .00000
1.00000
NRI Decimal
0:78688
0.87500
0:87500;
0;83333
1250,
0.87500
0.23727
0.70460
1250
0.72500
Amendment of Mortgage
Lodestone Operating Inc.; Lodestone Operating, LLC; and David M. Reavis
Page 7 of 17
Sweetwater Co., Wy. Leases Legal Descriptions
O 43
WELL NAME AND LOCATION:
Bird Canyon Federal #10 -27
Township 26 North, Range 111 West, 6th P.M.
Section 27: NE/4
Sweetwater County, Wyoming
ASSOCIATED LEASES AND LANDS
Lessor: United States
Lease WYW -37670
Lease Date: January 1, 1973
Description: Township 27 North, Range 111 West, 6 P.M.
Section 27: N/2
Sweetwater County, Wyoming
RELATED CONTRACTS:
Contract: Farmout Agreement
Date: December 20, 1982
Parties: Energetics, Inc. and Southland Royalty Company
Lands Covered: Township 27 North, Range 111 West, 6 P.M.
Section 27: W /2NE /4, NW /4
And other lands not included in this assignment
Contract: Farmout Agreement
Date: November 18, 1982
Parties: Energetics, Inc. and Natural Gas Corporation of California, et al.
Lands Covered: Township 27 North, Range 111 West, 6 P.M.
Section 27: N/2
and other lands not included in this assignment
Contract: Farmout Agreement
Date: November 15, 1982
Parties: Energetics, Inc. and Marvin Wolf
Lands Covered:Township 27 North, Range 111 West, 6 P.M.
Section 27: N/2
and other lands not included in this assignment
WELL NAME AND LOCATION:
Buckhorn Canyon 10 -3
Township 25 North, Range 111 West, 6 P.M.
Section 3: SW /4 NW /4
Sweetwater County, Wyoming
WELL NAME AND LOCATION:
Buckhorn Canyon 30 -3
Township 25 North, Range 111 West, 6 P.M.
Section 3: NW /4 SW /4
Sweetwater County, Wyoming
WELL NAME AND LOCATION:
Buckhorn Canyon 40 -3
Township 25 North, Range 111 West, 6 P.M.
Section 3: SE /4 SE /4
Amendment of Mortgage
Lodestone Operating Inc.; Lodestone Operating, LLC; and David M. Reavis
Page 8of17
Sweetwater County, Wyoming
ASSOCIATED LEASES AND LANDS
Lessor: USA WYW- 112550
Original Lessee: Terra Resources, Inc.
Date:
Description:
Lessor:
Original Lessee:
Date:
Description:
Lessor:
Original Lessee:
Date:
Description:
EXHIBIT Caballo 1 -15 Legal Description
WELL
LEASES
WELL
Caballo 1 -15
Lessor:
Lease Date
Legal Description:
Section 15: NW /4
August 1, 1988
Township 25 North, Range 111 West, 6th P.M.
Section 3: Lots 8 and 9 (Dependent Resurvey) (formerly described
Lot 4, SW /4NW /4)
Sweetwater County, Wyoming
USA WYW- 111297
Terra Resources, Inc.
June 1, 1988
Township 25 North, Range 111 West, 6 P.M.
Section 3: Lots 7,10 and 15 -18, inclusive (Dependent Resurvey)(formerly
described as Lot 3, SE /4NW /4, SW /4)
Sweetwater County, Wyoming
USA WYW- 104980
Terra Resources, Inc.
August 1, 1987
Township 25 North, Range 111 West, 6 P.M.
Section 3: Lots 13, 14, 19, 20 (Dependent Resurvey)(formerly
described as SE /4)
Sweetwater County, Wyoming
API No:
Location:
EXHIBIT Cave Canyon 1 -33 Legal Description
USA UTU -62953
8/1/73
Township 36 South, Range 23 East, SLM
Limited from the surface to approx. 6869'
Containing 160.00 acres, more or less
as
43- 037 -31403
NW /4 NW /4 Sec. 15, T36S -R23E, SLM
San Juan County, Utah
Amendment of Mortgage Page 9 of 17
Lodestone Operating Inc.; Lodestone Operating, LLC; and David M. Reavis
4
LEASES
Cave Canyon 1 -33
Lessor:
Lease Date
Legal Description:
Section 33: S2
EXHIBIT Cave Canyon 2 -33 Legal Description
WELL
WELLS
LEASES
Cave Canyon 2 -33
LEASES
Lessor:
Lease Date
Legal Description:
Section 33: S2
EXHIBIT Cave Canyon (Ismay) Unit Legal Description
Cave Canyon Ismay) Unit API No: Various
Area Wells, operated by Location: Sec. 3, Sec. 4, T38S -R24E SLM
Elm Ridge Exploration Sec. 33, T37S -R24E SLM
Co., LLC
Lessor:
Lease Date:
Legal Description:
API No:
Location:
API No:
Location:
43- 037 -31276
SW /4 SE /4 Sec. 33, T37S -R24E, SLM
San Juan County, Utah
USA UTU -40751
9/1/1978
Township 37 South, Range 24 East, SLM
Limited from the surface to 6,085'
Containing 320.00 acres, more or less
43- 037 -31286
SE /4 SW /4 Sec. 33, T37S -R24E, SLM
San Juan County, Utah
USA UTU -40751
9/1/1978
Township 37 South, Range 24 East, SLM
Limited from the surface to 6,085'
Containing 320.00 acres, more or less
USA UTU -47876
10/1/1981
Township 38 South, Range 24 East, SLM
Section 3: Lots 3, 4, S2NW, SW, W2SE
Section 4: Lots 1, 2, 3, S2NE, NESE
Ok,15
Township 37 South, Range 24 East, SLM
Section 33: SESW, S2SE
Amendment of Mortgage Page 10 of 17
Lodestone Operating Inc.; Lodestone Operating, LLC; and David M. Reavis
From surface down to the base of the Ismay zone of the Paradox formation in the Cave Canyon (Ismay)
Unit Area, operated by Elm Ridge Exploration Co., LLC, covering:
Lincoln Co., Wy Leases Legal Descriptions
WELL NAME AND LOCATION:
Raptor 40 -18
Township 24 North, Range 111 West, 6` P.M.
Section 18: C SW /4
Lincoln County, Wyoming
ASSOCIATED LEASES AND LANDS
Lessor:
Lease
Lease Date:
Lessee:
Description:
WELL NAME AND LOCATION:
Chapel Canyon 30 -18
Township 28 North, Range 111 West, 6 P.M.
Section 18: NE /4 SW /4
Sublette County, Wyoming
ASSOCIATED
Lessor:
Lessee:
Lease Date:
Recorded:
Description:
Lessor:
Lessee:
Lease Date:
Recorded:
Description:
Lessor:
Lessee:
Lease Date:
United States
WYW -61042
February 1, 1978
Clair L. Johnson
Township 24 North, Range 111 West, 6th P.M.
Section 18: Lot 7 (19.26), 8 (19.16), E /2SW /4
Lincoln County, Wyoming
Sublette Co., Wy Leases Legal Descriptions
LEASES AND LANDS:
Rock Springs National Bank, Successor Trustee for the Fear Family Trust
Crown
February 12, 1999
Book 110 O &G, at Page 563, as Reception No. 272292
Township 28 North, Range 111 West, 6 P.M.
Section 18: Lot 3 (19.62), 4 (20.28), NE /4SW /4 (33.00), SE /4SW /4
(26.00) (Land in the E /2SW /4 is the acreage reserved by the Fear family
below the High Line Canal as it was in 1931.)
Containing 98.90 acres.
Sublette County, Wyoming
Lillian Steadman Gilbert, Jennifer Rose Gilbert and Alicia Ann Gilbert
Crown
August 19, 1999
Book 112 O &G, at Page 219, as Reception No. 275027
Township 28 North, Range 111 West, 6th P.M.
Section 18: NE /4 SW /4 (7.00), SE /4SW /4 (14.00). Land in the E /2SW /4
reserved by the Gilbert (Reardon) family above the line of the High Line
Canal as it was in 1931.
Sublette County, Wyoming
1 National Bank of Kemmerer, Trustee for the Fear Family Trust
Thomas F. Stroock
Not known
Amendment of Mortgage Page 11 of 17
Lodestone Operating Inc.; Lodestone Operating, LLC; and David M. Reavis
Recorded: Book 48, at Page 632
Description: Township 28 North, Range 111 West, 6th P.M.
Section 18: E /2SW /4 LESS those lands lying east or above the line of
survey of the High Line Canal
Sublette County, Wyoming
WELL NAME AND LOCATION:
Charles Jacobs #1
Victoria County, Texas
Wel!bore and Limited Depths Conveyed:
WELLBORE ONLY OF THE CHARLES JACOBS NO. 1 WELL, API NUMBER
42- 469- 30282, LOCATED IN THE I.R.R. CO. SURVEY NO. 37, A -232, VICTORIA
COUNTY, TEXAS AND FURTHER LIMITED ONLY TO THE DEPTHS BETWEEN
8,775' AND 8,822'
LEASES SUBJECT TO LIMITED DEPTH WELLBORE -ONLY CONVEYANCE
All recording references are to the Deed, Oil and Gas, or Official Records of Victoria
County, Texas
Date 01.25.73
Lessor James Levert Brady, et al
Lessee W.S. Gordon, Jr.
Recording Data 822/568
Date 01.25.73 (amended 7.12.74, recorded 852/279
Lessor Edith I. Stovall, Individually and as Co- Independent Executrix and Co-
Trustee: Guy F. Stovall, Jr. as Co- Independent Executor and Co- Trustee,
And Geraldine Stovall Garrett, Co- Trustee of the Estate and under the
Testamentary Trust of Guy F. Stovall, Deceased
Lessee W.S. Gordon, Jr.
Recording Data 820/204
Date 01.25.73 (ratified on 5/8/73, recorded 830/424)
Lessor G.H. Harfst, Jr. and Catherine H. Couey
Lessee W.S. Gordon, Jr.
Recording Data 827/201
Date 0107.20.73
Lessor Hugh R. Goodrich, Thomas E. Berry, Trustee and Priscilla Goodrich
Rea, acting herein by and through her agent and attorney -in -fact, Hugh R. Goodrich (Special Power of
Attorney effective 7.01.73, recorded 830/426)
Lessee Florida Gas Exploration Company
Recording Data 831/734 (Memorandum)
Date 03.09.73 (corrected on 9.9.73, recorded 853/791)
Lessor Floy Barnhardt Saville, Individually and as Independent Co- Executrix and
Co- Trustee under Will of Wilson Gordon Saville, Deceased; and Bank of
the Southwest National Association, Houston, Independent Co- Executor
and Co- Trustee under Will of Wilson Gordon Saville, Deceased
Lessee W.S. Gordon
Recording Data 822/578
Amendment of Mortgage Page 12 of 17
Lodestone Operating Inc.; Lodestone Operating, LLC; and David M. Reavis
Date
Lessor
Lessee
Recording Data
Date 01.25.73
Lessor Elvira Vogel Adams
Lessee W.S. Gordon, Jr.
Recording Data 820/198
Lodestone Hunt State 1 -2 Legal Description
State of Utah #ML 48563, Dated 7/1/2000 containing 638.76 acres, being Sec. 2, All, in T35S -R23E,
SLM, San Juan County, Utah;
And including, to the extent owned by Assignor, all rights in and to the existing wellbore, being the D. J.
Simmons State #1 -2, located in the SW /4 NE /4 of the above Section.
Shipp 10 -1
WELL NAME:
FIELD:
COUNTY, STATE:
LEASE DESCRIPTION
Lease Date:
Lease Name:
Lessee:
Description:
Recordation:
Lessor:
Lessee:
Lease Date:
Description:
Lessor:
Lessee:
Lease Date:
Description:
04.05.72 (as amended 7.10.74, recorded 850/394)
Charley Y. Jacobs and wife, Esther
Robert N. Millard
813/506
SHIPP 10 -1
HUMBLE
LEA COUNTY, NEW MEXICO
08/27/1969
Elbert D. Shipp et al
Pubco Petroleum Corporation
Township 17 South, Range 37 East
Section 10: E/2 E/2 SE /4 and E/2 W/2 E/2 SE /4
Book 266, Page 772
King Properties, Inc., by Donald W. Stephens, President
Lodestone Operating, Inc.
07/01/2008
Township 17 South, Range 37 East, N.M. P.M.
Section 10: W /2W/2 E /2SE /4
Orion Properties., by Donald W. Stephens, President
Lodestone Operating, Inc.
07/01/2008
Township 17 South, Range 37 East, N.M. P.M.
Section 10: W /2W/2 E /2SE /4
Lessor: Suzanne Ship Cunningham, Trustee of the Suzanne Ship Cunningham
Revocable Trust Dated 7/13/2001
Amendment of Mortgage Page 13 of 17
Lodestone Operating Inc.; Lodestone Operating, LLC; and David M. Reavis
Lessee: Lodestone Operating, Inc.
Lease Date: 05/02/2008
Description: Township 17 South, Range 37 East, N.M. P.M.
Section 10: East 60 acres of SE /4
Recordation: Book 1585, Page 368
Lessor: Western Commerce Bank, Trustee of the Francis J. Freeman Revocable
Trust, dated 2/08/1983, by Rita R. Neal, Senior Vice President Trust
Officer
Lessee: Lodestone Operating, Inc.
Lease Date: 05/14/2008
Description: Township 17 South, Range 37 East, N.M. P.M.
Section 10: East 60 acres of SE /4
Recordation: Book 1585, Page 936
Lessor: William Marshall Shipp Pamela Ann Dixon Shipp, Trustees of the William
Marshall Shipp Pamela Ann Dixon Shipp Rev. Trust Dated 6 -29 -2001
Lessee: Lodestone Operating, Inc.
Lease Date: 05/02/2008
Description: Township 17 South, Range 37 East, N.M. P.M.
Section 10: East 60 acres of SE /4
Recordation: Book 1585, Page 366
WELL NAME AND LOCATION:
W.H. Striebeck #1
Live Oak County, Texas
Lease Description:
80 acres, more or less, being the NE /2 of Farm Tract #4049 in Block #105 of the
Dr. Charles F. Simmons Nueces River Farm Subdivision as per map or plat recorded
In Volume 1, Page 234 et seq, of the Plat Records of Live Oak County, Texas, to which Plat and
recordation thereof reference is hereby made for all pertinent purposes.
Only the rights and interests in and to the oil, gas and other minerals located between the depths of 4,000
feet subsurface and 7,100 feet subsurface; and all rights and interests, including the oil, gas other
minerals, above and below such depth interval are excepted and excluded from this lease, together with
all rights and privileges applicable thereto, including those necessary to develop the oil, gas and other
minerals excepted from the Lease.
O &G Lease Description:
Oil and Gas Lease by and between Loyce L. Striebeck, Individually and as Independent Executrix of the
Estate of William H. Striebeck, III, Deceased, as Lessor, and Lodestone Operating, Inc., as Lessee, date
July 29'", 2005, recorded in Volume 39, Page 716 of the Oil and Gas Lease Records of Live Oak County,
Texas
Eva Mae Field Wells
Hidalgo County, Texas
O 49
Well: State tract 11 -1 Well (API No. 42- 215- 80000)
Amendment of Mortgage Page 14 of 17
Lodestone Operating Inc.; Lodestone Operating, LLC; and David M. Reavis
OIL AND GAS MINERAL LEASE:
LESSOR: General Land Office of Texas lease number 49803
LESSEE: C. L. Emery, Trustee
DATE: December 11, 1958
RECORDING: Book 228, Page 543 of the Oil and Gas Records of Hidalgo County, Texas
DESCRIPTION: Tract II of the Rio Grande River (Portion owned by Texas), Hidalgo
County, Texas, approximately 80 acres.
Well: Eulogia De Rueda #2 Well (API No. 42- 215- 01853)
OIL AND GAS MINERAL LEASES:
LESSOR: W. R. Montgomery
LESSEE: B. H. Holcomb
DATE: November 26, 1952
RECORDING: Volume 141, Page 564 of the Oil and Gas Records of Hidalgo County,
Texas.
LESSOR: T. J. Bader
LESSEE: B. H. Holcomb
DATE: November 26, 1952
RECORDING: Volume 141, Page 565 of the Oil and Gas Records of Hidalgo County,
Texas.
DESCRIPTION OF LANDS:
0050
LESSOR: Eulogio de Rueda (sometimes known as Euligio de Rueda) and wife, Maria A. de
Rueda
LESSEE: B. H. Holcomb
DATE: November 26, 1952
RECORDING: Volume 141, Page 559 of Oil and Gas Records of Hidalgo County, Texas,
as amended by that Correction of Oil, Gas and Mineral Lease dated November 26,
1952 from Eulogio de Rueda (sometimes known as Euligio de Rueda) and wife
Maria A. de Rueda, as Lessor, to B. H. Holcomb, as Lessee, recorded Volume
141, Page 560 of the Oil and Gas Records of Hidalgo County, Texas.
A 215.07 acre unit, more or less, covering lands located in the South part of Porciones 58, 59,
and 60 in Hidalgo County, Texas, as further described in that certain Designation of Pooled Unit
for the Eulogio de Rueda, et al Unit No. 1 dated January 6, 1958, recorded in Volume 208, Page
334 -335 of the Oil and Gas Records of Hidalgo County, Texas.
Amendment of Mortgage Page 15 of 17
Lodestone Operating Inc.; Lodestone Operating, LLC; and David M. Reavis
100% Working Interest in both wells, various Net Revenue Interest
WELLS:
Tijerina A #1U and A #1L Well, (API 42- 215- 30021) and
Tijerina A #3U and A #3L Well, (API 42- 215- 30046),
Hildalgo County, Texas.
LEASES:
LESSOR: Raul Tijerina, Jr.
LESSEE: Hope Production Company
DATE: January 06, 1967
RECORDING: Book 311, Page 612
LESSOR: Sarah Louise Gallagher and husband, Michael Gallagher
LESSEE: Hope Production Company
DATE: March 31, 1967
RECORDING: Book 315, Page 744
LESSOR: John J. Young and Lupita Young, his wife
LESSEE: Hope Production Company
DATE: December 08, 1966
RECORDING: Book 311, Page 588
LESSOR: Santiago Garcia
LESSEE: Hope Production Company
DATE: December 15, 1966
RECORDING: Book 311, Page 593
LELESSOR: Archie L. Murray
LESSEE: Hope Production Company
DATE: December 14, 1966
RECORDING: Book 311, Page 597
LESSOR: Felix L. McDonald
LESSEE: Hope Production Company
DATE: December 06, 1966
RECORDING: Book 311, Page 608
LESSOR: Clinton Uhr and wife, Ethel Priscilla Uhr
LESSEE: Hope Production Company
DATE: December 14, 1966
RECORDING: Book 311, Page 602
LESSOR: Leon L. Folsom and wife, Alma E. Folsom
Amendment of Mortgage Page 16 of 17
Lodestone Operating Inc.; Lodestone Operating, LLC; and David M. Reavis
V a I
After recording, return this document to:
McGowen Fowler, PLLC
ATTN: James P. McGowen
2602 McKinney Avenue
Suite 305
Dallas, TX 75204
LESSEE: Hope Production Company
DATE: January 26, 1967
RECORDING: Book 315, Page 739
0e 2
100% Working Interest in the above Wellbores, varying Net Revenue Interest and varying
interests in other lease rights.
Amendment of Mortgage Page 17 of 17
Lodestone Operating Inc.; Lodestone Operating, LLC; and David M. Reavis