Exhibit







Execution Version



FIRST AMENDMENT  TO 
AMENDED AND RESTATED 
RESTRUCTURING SUPPORT AGREEMENT
This FIRST AMENDMENT TO AMENDED AND RESTATED RESTRUCTURING SUPPORT AGREEMENT (this “RSA Amendment”) dated November 28, 2017 is entered into among: 
		
	(a)
	each of the debtors and debtors in possession in the jointly administered chapter 11 bankruptcy cases under the lead case In re Breitburn Energy Partners LP, Case No. 16-11390 (SMB), including, but not limited to, Breitburn Energy Partners LP, Breitburn GP LLC, Breitburn Operating LP, Breitburn Operating GP LLC, Breitburn Management Company LLC, Breitburn Finance Corporation, Alamitos Company, Beaver Creek Pipeline, L.L.C., Breitburn Florida LLC, Breitburn Oklahoma LLC, Breitburn Sawtelle LLC, Breitburn Transpetco GP LLC, Breitburn Transpetco LP LLC, GTG Pipeline LLC, Mercury Michigan Company, LLC, Phoenix Production Company, QR Energy, LP, QRE GP, LLC, QRE Operating, LLC, Terra Energy Company LLC, Terra Pipeline Company LLC, and Transpetco Pipeline Company, L.P. (collectively, the “Debtors”);


		
	(b)
	the undersigned beneficial holders of, or investment managers, advisers or sub-advisers for holders of, claims against the Debtors under the Second Lien Notes (as defined in the A&R Restructuring Support Agreement (defined below)) constituting the Requisite Consenting Second Lien Creditors (as defined in the A&R Restructuring Support Agreement) (collectively, the “Requisite Consenting Second Lien Creditors”); and


		
	(c)
	the undersigned beneficial holders of, or investment managers, advisers or sub-advisers for holders of, claims against the Debtors under (a) the outstanding 2020 Senior Notes and (b) the 2022 Senior Notes (in each case, as defined in the A&R Restructuring Support Agreement) constituting the Requisite Commitment Parties (as defined in the A&R Restructuring Support Agreement) (collectively, the “Commitment Parties”).


The Debtors, the Requisite Consenting Second Lien Creditors and the Commitment Parties are referred to herein together as the “Amendment Parties.”  Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the A&R Restructuring Support Agreement (as defined below).
WHEREAS, on September 22, 2017, the Consenting Second Lien Creditors and the Consenting Senior Unsecured Creditors entered into a restructuring support agreement (the “Initial RSA”);
WHEREAS, on October 11, 2017, the Debtors, the Consenting Second Lien Creditors and the Consenting Senior Unsecured Creditors amended and restated the Initial RSA, pursuant 







to an amended and restated restructuring support agreement (as amended, supplemented, or otherwise modified from time to time, the “A&R Restructuring Support Agreement”);
WHEREAS, the Debtors intend to amend the Debtors’ First Amended Joint Chapter 11 Plan (the “Plan”) and related disclosure statement (including the rights offering procedures included therein) (the “Disclosure Statement”), each previously filed with the Bankruptcy Court on November 13, 2017;
WHEREAS, the Amendment Parties wish to consent to such amendments and to amend the A&R Restructuring Support Agreement to the extent necessary to conform the A&R Restructuring Support Agreement to such amendments and take such other actions as are necessary to give effect to such amendments; and
WHEREAS, concurrently with the execution of this RSA Amendment, certain of the Amendment Parties intend to execute an amendment (the “BCA Amendment”) to the Amended and Restated Backstop Commitment Agreement (the “A&R Backstop Commitment Agreement”), dated October 11, 2017, including the rights offering procedures attached as Exhibit C thereto.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in the A&R Restructuring Support Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Amendment Parties agree as follows: 
1.    Amendments.  
(a)    Section 4(b).  Reference to “the forty-fifth (45th) day after the date the Disclosure Statement and BCA Motion are filed” in Section 4(b) of the A&R Restructuring Support Agreement is hereby amended and replaced with “December 1, 2017”.
(b)    Exhibit A.  Exhibit A of the A&R Restructuring Support Agreement is hereby deleted and replaced in its entirety with the Debtors’ Second Amended Joint Chapter 11 Plan of Reorganization attached hereto as Exhibit A (the “Amended Plan”).
(c)    Conforming Amendments.  
		
	i.
	Each reference to the “Approved Plan” in the A&R Restructuring Support Agreement are hereby deleted and replaced with a reference to the “Amended Plan”.


		
	ii.
	Each reference to the “Rights Offering Procedures” or Rights Offering procedures” in the A&R Restructuring Support Agreement shall be deemed to refer to the Rights Offering Procedures substantially in the form attached as Exhibit A to the BCA Amendment.




2





		
	iii.
	To the extent anything in the Amended Plan is inconsistent with the terms or provisions of the A&R Restructuring Support Agreement, the A&R Restructuring Support Agreement is hereby amended to conform with the provisions of the Amended Plan.


2.    Consents.  Each of the Debtors, the Requisite Consenting Second Lien Creditors and the Commitment Parties hereby consent to (a) the amendments set forth in the Amended Plan, (b) the amendments set forth in the BCA Amendment, including those amendments set forth in the Amended Rights Offering Procedures (as defined therein) and (c) subject to the terms of the A&R Restructuring Support Agreement, including Sections 3 and 5.02(v) thereof, the filing with the Bankruptcy Court of the Amended Plan and an amended Disclosure Statement that includes the Amended Rights Offering Procedures (as defined in the BCA Amendment).
3.    Effectiveness.  
This RSA Amendment shall become effective and binding on the Debtors, the Consenting Second Lien Creditors and the Consenting Senior Unsecured Creditors in accordance with the terms of the A&R Restructuring Support Agreement upon the execution and delivery by each of the Debtors, the Requisite Consenting Second Lien Creditors and the Commitment Parties of executed signature pages hereto.  
4.    Miscellaneous.  
(a)    Except as specifically set forth herein, the terms of the A&R Restructuring Support Agreement shall remain in full force and effect and are hereby ratified and confirmed. 
(b)    This RSA Amendment may be executed in several counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same agreement.  Execution copies of this RSA Amendment delivered by facsimile, PDF or otherwise shall be deemed to be an original for the purposes of this paragraph.
[Signature pages follow.]




3








IN WITNESS WHEREOF, the Amendment Parties have caused this RSA Amendment to be executed and delivered as of the date first set forth above.




DEBTORS:




BREITBURN ENERGY PARTNERS LP


By:        Breitburn GP LLC, 
its general partner


By:        /s/ Halbert S. Washburn        
Name: Halbert S. Washburn 
Title:    Chief Executive Officer




BREITBURN OPERATING LP


By:        Breitburn Operating GP LLC, 
its general partner


By:        /s/ Halbert S. Washburn        
Name: Halbert S. Washburn 
Title:    Chief Executive Officer








[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







ALAMITOS COMPANY
PHOENIX PRODUCTION COMPANY


By:        /s/ Halbert S. Washburn        
Name: Halbert S. Washburn 
Title:    President


BEAVER CREEK PIPELINE, L.L.C.
BREITBURN FINANCE CORPORATION
BREITBURN GP LLC
BREITBURN MANAGEMENT COMPANY LLC
BREITBURN OPERATING GP LLC
GTG PIPELINE LLC
MERCURY MICHIGAN COMPANY, LLC
QRE GP, LLC
TERRA ENERGY COMPANY LLC
TERRA PIPELINE COMPANY LLC 


By:        /s/ Halbert S. Washburn        
Name: Halbert S. Washburn 
Title:    Chief Executive Officer




BREITBURN FLORIDA LLC
BREITBURN OKLAHOMA LLC
BREITBURN SAWTELLE LLC
BREITBURN TRANSPETCO GP LLC
BREITBURN TRANSPETCO LP LLC


By:        Breitburn Operating LP,
its sole member


By:        Breitburn Operating GP LLC,
its general partner


By:        /s/ Halbert S. Washburn        
Name:  Halbert S. Washburn
Title:    Chief Executive Officer








[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







QR ENERGY, LP


By:        QRE GP, LLC,
its general partner


By:        /s/ Halbert S. Washburn        
Name:    Halbert S. Washburn
Title:    Chief Executive Officer 




QRE OPERATING, LLC


By:        QR Energy, LP,
its sole member


By:        QRE GP, LLC,
its general partner


By:        /s/ Halbert S. Washburn        
Name:    Halbert S. Washburn
Title:    Chief Executive Officer


TRANSPETCO PIPELINE COMPANY, L.P.


By:        Breitburn Operating LP,
on behalf of itself and as the sole member of Breitburn Transpetco GP LLC, 
a general partner


By:        Breitburn Operating GP LLC,
its general partner 


By:        /s/ Halbert S. Washburn        
Name:    Halbert S. Washburn
Title:    Chief Executive Officer


[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







REQUISITE CONSENTING SECOND LIEN CREDITORS




EIG Redwood Debt Aggregator, LP


By: EIG Redwood Aggregator GP, LLC, its general partner and Attorney-in-Fact


By: EIG Asset Management, LLC, its sole member




By:  /s/ Clayton R. Taylor        
       Name:  Clayton R. Taylor
       Title:  Managing Director




By:  /s/ Richard K. Punches, II    
       Name: Richard K. Punches, II
       Title: Managing Director


[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







Anchorage Capital Partners, L.P.
By: Anchorage Capital Group, L.L.C., its investment manager




By:  /s/ Melissa K. Griffiths        
       Name: Melissa K. Griffiths
       Title: Authorized Signatory


[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







ACMO BBEP, L.P.
By: Anchorage Capital Group, L.L.C., its investment manager




By:  /s/ Melissa K. Griffiths        
       Name: Melissa K. Griffiths
       Title: Authorized Signatory


[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







Guggenheim Funds Trust - Guggenheim Macro     
Opportunities Fund


By:  Guggenheim Partners Investment Management, LLC, as Investment Adviser




By:  /s/ Kevin M. Robinson        
       Name: Kevin M. Robinson
       Title: Attorney-in-Fact


[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







Hamilton Finance LLC


By:  Guggenheim Partners Investment Management, LLC, as Sub-Advisor




By:  /s/ Kevin M. Robinson        
       Name: Kevin M. Robinson
       Title: Attorney-in-Fact


[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







Maverick Enterprises, Inc.


By:  Guggenheim Partners Investment Management, LLC, as Investment Manager




By:  /s/ Kevin M. Robinson        
       Name: Kevin M. Robinson
       Title: Attorney-in-Fact


[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







NZC Guggenheim Master Fund Limited


By:  Guggenheim Partners Investment Management, LLC, as Manager




By:  /s/ Kevin M. Robinson        
       Name: Kevin M. Robinson
       Title: Attorney-in-Fact


[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







NZC Guggenheim Fund LLC


By:  Guggenheim Partners Investment Management, LLC, as Manager




By:  /s/ Kevin M. Robinson        
       Name: Kevin M. Robinson
       Title: Attorney-in-Fact


[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







SEI Institutional Managed Trust - Multi Asset 
Income Fund


By:  Guggenheim Partners Investment Management, LLC, as Sub-Adviser




By:  /s/ Kevin M. Robinson        
       Name: Kevin M. Robinson
       Title: Attorney-in-Fact


[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







COMMITMENT PARTIES


MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (“MLPFS”), solely in respect of its Global Credit and Special Situations Group and not any other group, unit, division of affiliate of MLPFS


By:  /s/ Vincenzo Ruocco        
       Name: Vincenzo Ruocco
       Title: Vice President, US Corporate Actions


[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







BLACKROCK MULTI-MANAGER ALTERNATIVE STRATEGIES FUND
By: Marathon Asset Management L.P.
Its Investment Manager and Authorized Signatory


By:  /s/ Vijay Srinivasan        
       Name: Vijay Srinivasan
       Title: Head of Research 


[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







BSF MULTI-MANAGER ALTERNATIVE STRATEGIES FUND
By: Marathon Asset Management L.P.
Its Investment Manager and Authorized Signatory


By:  /s/ Vijay Srinivasan        
       Name: Vijay Srinivasan
       Title: Head of Research 




[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







KTRS CREDIT FUND, LP
By: Marathon Asset Management L.P.
Its Investment Manager and Authorized Signatory


By:  /s/ Vijay Srinivasan        
       Name: Vijay Srinivasan
       Title: Head of Research 




[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







MARATHON BLUE GRASS CREDIT FUND, L.P.
By: Marathon Asset Management L.P.
Its Investment Manager and Authorized Signatory


By:  /s/ Vijay Srinivasan        
       Name: Vijay Srinivasan
       Title: Head of Research 


[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







MARATHON CENTRE STREET PARTNERSHIP, L.P.
By: Marathon Asset Management L.P.
Its Investment Manager and Authorized Signatory


By:  /s/ Vijay Srinivasan        
       Name: Vijay Srinivasan
       Title: Head of Research 




[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







MARATHON CREDIT DISLOCATION FUND LP
By: Marathon Asset Management L.P.
Its Investment Manager and Authorized Signatory


By:  /s/ Vijay Srinivasan        
       Name: Vijay Srinivasan
       Title: Head of Research 




[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







MARATHON SPECIAL OPPORTUNITY MASTER FUND, LTD.
By: Marathon Asset Management L.P.
Its Investment Manager and Authorized Signatory


By:  /s/ Vijay Srinivasan        
       Name: Vijay Srinivasan
       Title: Head of Research 




[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







MASTER SIF SICAV-SIF
By: Marathon Asset Management L.P.
Its Investment Manager and Authorized Signatory


By:  /s/ Vijay Srinivasan        
       Name: Vijay Srinivasan
       Title: Head of Research 




[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







ASCENSION ALPHA FUND LLC, by WL Ross & Co. LLC


By:  /s/ Benjamin Gruder        
       Name: Benjamin Gruder
       Title: Managing Director




[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







ASCENSION HEALTH MASTER PENSION TRUST, by WL Ross & Co. LLC


By:  /s/ Benjamin Gruder        
       Name: Benjamin Gruder
       Title: Managing Director






[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







CARILION CLINIC, by WL Ross & Co. LLC


By:  /s/ Benjamin Gruder        
       Name: Benjamin Gruder
       Title: Managing Director




[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







CATALINA HOLDINGS (BERMUDA) LTD., by WL Ross & Co. LLC


By:  /s/ Benjamin Gruder        
       Name: Benjamin Gruder
       Title: Managing Director




[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







MARQUETTE COMPANIES, LLC, by WL Ross & Co. LLC


By:  /s/ Benjamin Gruder        
       Name: Benjamin Gruder
       Title: Managing Director




[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







PEPPERDINE UNIVERSITY, by WL Ross & Co. LLC


By:  /s/ Benjamin Gruder        
       Name: Benjamin Gruder
       Title: Managing Director




[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







RETIREMENT PLAN OF CARILION CLINIC, by WL Ross & Co. LLC


By:  /s/ Benjamin Gruder        
       Name: Benjamin Gruder
       Title: Managing Director




[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







UNIVERSITY OF MINNESOTA FOUNDATION, by WL Ross & Co. LLC


By:  /s/ Benjamin Gruder        
       Name: Benjamin Gruder
       Title: Managing Director




[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







WLR PARALLEL ESC, L.P., by WL Ross & Co. LLC


By:  /s/ Benjamin Gruder        
       Name: Benjamin Gruder
       Title: Managing Director




[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







WLR RECOVERY FUND V, L.P., by WL Ross & Co. LLC


By:  /s/ Benjamin Gruder        
       Name: Benjamin Gruder
       Title: Managing Director




[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







WLR-SC FINANCING CONDUIT LLC, by WL Ross & Co. LLC


By:  /s/ Benjamin Gruder        
       Name: Benjamin Gruder
       Title: Managing Director




[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







BEACH POINT SELECT FUND LP
By: Beach Point Capital Management LP
Its Investment Manager


By:  /s/ Carl Goldsmith        
       Name: Carl Goldsmith
       Title: Co-Chief Investment Officer 




[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







BPC UKI, L.P.
By: BPC AS LLC
Its General Partner
By: Beach Point Capital Management LP
Its Investment Manager


By:  /s/ Carl Goldsmith        
       Name: Carl Goldsmith
       Title: Co-Chief Investment Officer 


[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







LumX Beach Point Total Return Fund Ltd.
By: Beach Point Capital Management LP
Its Trading Advisor


By:  /s/ Carl Goldsmith        
       Name: Carl Goldsmith
       Title: Co-Chief Investment Officer


[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







BEACH POINT MULTI-ASSET CREDIT FUND LTD.
By: Beach Point Capital Management LP
Its Investment Manager


By:  /s/ Carl Goldsmith        
       Name: Carl Goldsmith
       Title: Co-Chief Investment Officer 




[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







BEACH POINT MULTI-STRATEGY CREDIT MASTER FUND, L.P.
By: Beach Point Capital Management LP
Its Investment Manager


By:  /s/ Carl Goldsmith        
       Name: Carl Goldsmith
       Title: Co-Chief Investment Officer 




[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







BEACH POINT TOTAL RETURN MASTER FUND, L.P.
By: Beach Point Capital Management LP
Its Investment Manager


By:  /s/ Carl Goldsmith        
       Name: Carl Goldsmith
       Title: Co-Chief Investment Officer 




[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







ELLIOTT ASSOCIATES, L.P.
By: Elliott Capital Advisors, L.P., as general partner
By: Braxton Associates Inc., as general partner


By:  /s/ Elliot Greenberg        
       Name: Elliot Greenberg
       Title: Vice President 






[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







ELLIOTT INTERNATIONAL, L.P.
By: Elliott International Capital Advisors Inc., as attorney-in-fact


By:  /s/ Elliot Greenberg        
       Name: Elliot Greenberg
       Title: Vice President 




[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







AKANTHOS CAPITAL MANAGEMENT, LLC


By: /s/ Michael Kao    
       Name: Michael Kao
       Title: CEO


[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







FRANKLIN ADVISERS, Inc., as investment manager on behalf of certain funds and accounts


By:  /s/ Glenn Voyles            
       Name: Glenn Voyles
       Title: SVP


[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







1992 MSF INTERNATIONAL LTD, by Highbridge Capital Management, LLC as Trading Manager


By:  /s/ Jonathan Segal        
       Name: Jonathan Segal
       Title: Managing Director






[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







1992 TACTICAL CREDIT MASTER FUND, L.P., by Highbridge Capital Management, LLC as Trading Manager


By:  /s/ Jonathan Segal        
       Name: Jonathan Segal
       Title: Managing Director




[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







PACIFIC CAPITAL MANAGEMENT LLC


By:  /s/ Jonathan Glaser        
       Name: Jonathan Glaser
       Title: Managing Member




[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







NEWBERG FAMILY TRUST UTD 12/18/90


By:  /s/ Bruce Newberg        
       Name: Bruce Newberg
       Title: Trustee


[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







BARCLAYS BANK PLC (“BARCLAYS”), solely in respect of its Distressed Trading Desk (the “Distressed Trading Desk”) and not any other unit, group, division or affiliate of Barclays and solely in respect of the Distressed Desk’s Senior Unsecured Note Claims


By:  /s/ Adam Yarnold            
       Name: Adam Yarnold
       Title: Managing Director


[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]







SONOMA CAPITAL MANAGEMENT


By:  /s/ Jeffrey Thorp            
       Name: Jeffrey Thorp
       Title: Member








[Signature Page to Amendment No. 1 to A&R Restructuring Support Agreement]








EXHIBIT A


AMENDED PLAN


(see attached)














UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
--------------------------------------------------------x
:
In re    :
:    Chapter 11
BREITBURN ENERGY     :
PARTNERS LP, et al.,    :    Case No. 16-11390 (SMB)
:
Debtors.    :    (Jointly Administered) 
:
--------------------------------------------------------x


DEBTORS’ SECOND AMENDED JOINT CHAPTER 11 PLAN
WEIL, GOTSHAL & MANGES LLP
Ray C. Schrock, P.C.
Stephen Karotkin, Esq.
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
Attorneys for Debtors and
Debtors in Possession









Table of Contents
Page





		
	ARTICLE I.
	DEFINITIONS, INTERPRETATION AND CONSENTS    1


		
	ARTICLE II.
	ADMINISTRATIVE EXPENSES AND PRIORITY TAX


CLAIMS    26
		
	2.1
	Administrative Expenses    26


		
	2.2
	Professional Fee Claims    27


		
	2.3
	DIP Facility Claims    28


		
	2.4
	Priority Tax Claims    28


		
	ARTICLE III.
	CLASSIFICATION OF CLAIMS AND INTERESTS    29


		
	3.1
	Formation of Debtor Groups for Convenience Only    29


		
	3.2
	Classification of Claims and Interests    29


		
	3.3
	Separate Classification of Other Secured Claims    30


		
	3.4
	Nonconsensual Confirmation    30


		
	3.5
	Debtors’ Rights in Respect of Unimpaired Claims    30


		
	ARTICLE IV.
	TREATMENT OF CLAIMS AND INTERESTS    30


		
	4.1
	Class 1 - Priority Non-Tax Claims    30


		
	4.2
	Class 2 - Other Secured Claims    31


		
	4.3
	Class 3 - Revolving Credit Facility Claims    31


		
	4.4
	Class 4 - Secured Notes Claim    32


		
	4.5
	Class 5 - Unsecured Notes Claims    32


		
	4.6
	Class 6 - General Unsecured Claims    34


		
	4.7
	Class 7A - Ongoing Trade Claims of LegacyCo    35


		
	4.8
	Class 7B - Ongoing Trade Claims of New Permian Corp    35


		
	4.9
	Class 8 - Intercompany Claims    35


		
	4.10
	Class 9 - Subordinated Claims    35


		
	4.11
	Class 10 - Intercompany Interests    35


		
	4.12
	Class 11 - Existing BBEP Equity Interests    35


		
	ARTICLE V.
	PROVISIONS GOVERNING DISTRIBUTIONS    36


		
	5.1
	Distributions Generally    36


		
	5.2
	Plan Funding    36


		
	5.3
	No Postpetition or Default Interest on Claims    36


		
	5.4
	Date of Distributions    36


		
	5.5
	Distribution Record Date    36


		
	5.6
	Disbursing Agent    36


		
	5.7
	Delivery of Distributions    37


		
	5.8
	Unclaimed Property    38


		
	5.9
	Satisfaction of Claims    38


		
	5.10
	Manner of Payment under Plan    38


		
	5.11
	Fractional Shares and De Minimis Cash Distributions    38


		
	5.12
	No Distribution in Excess of Amount of Allowed Claim    38


		
	5.13
	Allocation of Distributions Between Principal and Interest    39


		
	5.14
	Exemption from Securities Laws    39




i




Table of Contents
Page





		
	5.15
	Setoffs and Recoupments    40


		
	5.16
	Rights and Powers of Disbursing Agent    40


		
	5.17
	Withholding and Reporting Requirements    41


		
	ARTICLE VI.
	MEANS FOR IMPLEMENTATION AND EXECUTION OF


THE PLAN    41
		
	6.1
	General Settlement of Claims and Interests    41


		
	6.2
	Continued Corporate Existence    42


		
	6.3
	Authorization, Issuance, and Delivery of LegacyCo Units and


New Permian Corp. Shares    43
		
	6.4
	Cancelation of Existing Securities and Agreements    43


		
	6.5
	Cancelation of Certain Existing Security Agreements    44


		
	6.6
	Rights Offering and Minimum Allocation Rights    44


		
	6.7
	New Permian Corp. Certificate of Incorporation    45


		
	6.8
	Exit Facility    45


		
	6.9
	Restructuring Transactions    46


		
	6.10
	Board of Directors    48


		
	6.11
	Corporate Action    48


		
	6.12
	LegacyCo Management Incentive Plan    49


		
	6.13
	New Permian Corp. Management Incentive Plan    49


		
	6.14
	Effectuating Documents and Further Transactions    49


		
	6.15
	Separability    49


		
	6.16
	Director, Officer, Manager, and Employee Liability Insurance    50


		
	6.17
	Preservation of Royalty and Working Interests    50


		
	6.18
	Hart-Scott-Rodino Antitrust Improvements Act    50


		
	6.19
	Post-Effective Date Tax Filings and Audits    50


		
	6.20
	AUNC Trust    50


		
	ARTICLE VII.
	PROCEDURES FOR DISPUTED CLAIMS    51


		
	7.1
	Objections to Claims    51


		
	7.2
	Resolution of Disputed Administrative Expenses and Disputed


Claims    51
		
	7.3
	Payments and Distributions with Respect to Disputed Claims    52


		
	7.4
	Distributions After Allowance    52


		
	7.5
	Disallowance of Claims    52


		
	7.6
	Estimation    53


		
	7.7
	Interest    53


		
	ARTICLE VIII.
	EXECUTORY CONTRACTS AND UNEXPIRED LEASES    53


		
	8.1
	General Treatment    53


		
	8.2
	Determination of Cure Disputes and Deemed Consent    54


		
	8.3
	Rejection Damages Claims    55


		
	8.4
	Payment of Cure Amounts    55


		
	8.5
	Survival of the Debtors’ Indemnification Obligations    56


		
	8.6
	Employee Obligations    56


		
	8.7
	Insurance Policies    57




ii




Table of Contents
Page





		
	8.8
	Reservation of Rights    57


		
	8.9
	Modifications, Amendments, Supplements, Restatements, or


Other Agreements    58
		
	ARTICLE IX.
	EFFECTIVENESS OF THE PLAN    58


		
	9.1
	Conditions Precedent to Confirmation of the Plan    58


		
	9.2
	Conditions Precedent to the Effective Date    58


		
	9.3
	Satisfaction of Conditions    59


		
	9.4
	Waiver of Conditions    60


		
	9.5
	Effect of Non-Occurrence of Effective Date    60


		
	ARTICLE X.
	EFFECT OF CONFIRMATION    60


		
	10.1
	Released and Settled Claims    60


		
	10.2
	Binding Effect    61


		
	10.3
	Vesting of Assets    61


		
	10.4
	Release and Discharge of Debtors    61


		
	10.5
	Term of Injunctions or Stays    61


		
	10.6
	Injunction Against Interference with Plan    61


		
	10.7
	Injunction    62


		
	10.8
	Exculpation    62


		
	10.9
	Releases    63


		
	10.10
	Injunction Related to Releases and Exculpation    66


		
	10.11
	Subordinated Claims    66


		
	10.12
	Avoidance Actions    67


		
	10.13
	Retention of Causes of Action/Reservation of Rights    67


		
	10.14
	Preservation of Causes of Action    68


		
	10.15
	Special Provisions for Governmental Units    68


		
	10.16
	Protections Against Discriminatory Treatment    68


		
	10.17
	Document Retention    68


		
	ARTICLE XI.
	RETENTION OF JURISDICTION    69


		
	11.1
	Jurisdiction of Bankruptcy Court    69


		
	ARTICLE XII.
	MISCELLANEOUS PROVISIONS    71


		
	12.1
	Dissolution of Statutory Committees    71


		
	12.2
	Substantial Consummation    71


		
	12.3
	Exemption from Transfer Taxes    71


		
	12.4
	Expedited Tax Determination    72


		
	12.5
	Payment of Statutory Fees    72


		
	12.6
	Plan Modifications and Amendments    72


		
	12.7
	Revocation or Withdrawal of Plan    73


		
	12.8
	Courts of Competent Jurisdiction    73


		
	12.9
	Severability    74


		
	12.10
	Governing Law    74


		
	12.11
	Schedules    74


		
	12.12
	Successors and Assigns    74




iii




Table of Contents
Page





		
	12.13
	Time    74


		
	12.14
	Notices    74


		
	12.15
	Reservation of Rights    76




Exhibit I: Exit Facility Term Sheet
Exhibit II: Permian Assets




iv






UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
--------------------------------------------------------x
:
In re    :
:    Chapter 11
BREITBURN ENERGY     :
PARTNERS LP, et al.,    :    Case No. 16-11390 (SMB)
:
Debtors.    :    (Jointly Administered) 
:
--------------------------------------------------------x
DEBTORS’ JOINT CHAPTER 11 PLAN
Breitburn Energy Partners LP (9953); Breitburn GP LLC (9948); Breitburn Operating LP (5529); Breitburn Operating GP LLC (5525); Breitburn Management Company LLC (2858); Breitburn Finance Corporation (2548); Alamitos Company (9156); Beaver Creek Pipeline, L.L.C. (7887); Breitburn Florida LLC (7424); Breitburn Oklahoma LLC (4714); Breitburn Sawtelle LLC (7661); Breitburn Transpetco GP LLC (7222); Breitburn Transpetco LP LLC (7188); GTG Pipeline LLC (3760); Mercury Michigan Company, LLC (3380); Phoenix Production Company (1427); QR Energy, LP (3069); QRE GP, LLC (2855); QRE Operating, LLC (9097); Terra Energy Company LLC (9616); Terra Pipeline Company LLC (3146); and Transpetco Pipeline Company, L.P. (2620), the above-captioned debtors, as plan proponents, propose the following chapter 11 plan pursuant to section 1121(a) of title 11 of the United States Code.
ALL HOLDERS OF CLAIMS AND INTERESTS, TO THE EXTENT APPLICABLE, ARE ENCOURAGED TO READ THE PLAN AND THE DISCLOSURE STATEMENT IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THE PLAN.
ARTICLE I.
DEFINITIONS, INTERPRETATION AND CONSENTS
DEFINITIONS.  The following terms used herein shall have the respective meanings defined below (such meanings to be equally applicable to both the singular and plural): 
1.1    7.875% Unsecured Notes means the 7.875% Senior Notes due April 15, 2022, issued pursuant to the 7.875% Unsecured Notes Indenture in the aggregate principal amount of Eight Hundred Fifty Million Dollars ($850,000,000).
1.2    7.875% Unsecured Notes Claim means, collectively, all Claims arising under the 7.875% Unsecured Notes, including any guaranty Claims arising 







on account of the 7.875% Unsecured Notes and the 7.875% Unsecured Notes Indenture.
1.3    7.875% Unsecured Notes Indenture means that certain Indenture, dated as of January 13, 2012, by and among BBEP and Breitburn Finance, as issuers, the guarantors named therein, and the 7.875% Unsecured Notes Indenture Trustee, including all agreements, notes, instruments, and any other documents delivered pursuant thereto or in connection therewith (in each case, as amended, modified, or supplemented from time to time).
1.4    7.875% Unsecured Notes Indenture Trustee means Wilmington Trust Company, solely in its capacity as successor indenture trustee under the 7.875% Unsecured Notes Indenture.
1.5    8.625% Unsecured Notes means the 8.625% Senior Notes due October 15, 2020, issued pursuant to the 8.625% Unsecured Notes Indenture in the aggregate principal amount of Three Hundred Five Million Dollars ($305,000,000).
1.6    8.625% Unsecured Notes Claim means, collectively, all Claims arising under the 8.625% Unsecured Notes, including any guaranty Claims arising on account of the 8.625% Unsecured Notes and the 8.625% Unsecured Notes Indenture.
1.7    8.625% Unsecured Notes Indenture means that certain Indenture, dated as of October 6, 2010, by and among BBEP and Breitburn Finance, as issuers, the guarantors named therein, and the 8.625% Unsecured Notes Indenture Trustee, including all agreements, notes, instruments, and any other documents delivered pursuant thereto or in connection therewith (in each case, as amended, modified, or supplemented from time to time).
1.8    8.625% Unsecured Notes Indenture Trustee means Wilmington Trust Company, solely in its capacity as successor indenture trustee under the 8.625% Unsecured Notes Indenture.
1.9    Administrative Expenses means costs or expenses of administration of any of the Chapter 11 Cases arising on or prior to the Effective Date and allowed under section 503(b) of the Bankruptcy Code and entitled to priority pursuant to section 507(a)(2) and 507(b) of the Bankruptcy Code that have not already been paid by the Debtors, including, any actual and necessary costs and expenses of preserving the Debtors’ estates, any actual and necessary costs and expenses of operating the Debtors’ businesses, any indebtedness or obligations incurred or assumed by the Debtors, as debtors in possession, during the Chapter 11 Cases, including, for the acquisition or lease of property or an interest in property or the performance of services, any compensation and reimbursement of expenses to the extent allowed by Final Order under sections 


2





330 or 503 of the Bankruptcy Code, any indebtedness or obligations arising under the Backstop Commitment Agreement (including the Put Option Premium, the Breakup Premium (as defined in the Backstop Commitment Agreement), the granting of the Minimum Allocation Rights (and the underlying securities), the indemnification provisions of the Backstop Commitment Agreement, and the Expense Reimbursement (as defined in the Backstop Commitment Agreement), all in accordance with the terms of the Backstop Commitment Agreement) and any fees or charges assessed against the estates of the Debtors under section 1930 of chapter 123 of title 28 of the United States Code.
1.10    Allowed means, (a) with reference to any Claim, (i) any Claim against any Debtor that has been listed by such Debtor in the Schedules, as such Schedules may be amended by the Debtors from time to time in accordance with Bankruptcy Rule 1009, as liquidated in amount and not disputed or contingent and for which no contrary proof of Claim has been filed, (ii) any Claim listed on the Schedules or any timely filed proof of Claim, as to which no objection to allowance has been, or subsequently is, interposed in accordance with Section 7.1 hereof or prior to the expiration of such other applicable period of limitation fixed by the Bankruptcy Code, the Bankruptcy Rules, or the Bankruptcy Court, or as to which any objection has been determined by a Final Order to the extent such Final Order is in favor of the respective holder (but solely in the amount as determined in such Final Order), or (iii) any Claim expressly allowed by the Plan or a Final Order of the Bankruptcy Court; and (b) with reference to any Interest, such Interest is reflected as outstanding (other than any such Interest held by any Debtor or any affiliate of a Debtor) in the stock transfer ledger or similar register of the applicable Debtor on the Distribution Record Date.
1.11    Avoidance Action means any action commenced, or that may be commenced, before or after the Effective Date pursuant to chapter 5 of the Bankruptcy Code including sections 544, 545, 547, 548, 549, 550, or 551; provided, that Avoidance Actions do not include Released and Settled Claims.
1.12    Backstop Approval Order means the Order of the Bankruptcy Court entered on _______, 2017 (ECF No. ____) approving the Backstop Commitment Agreement, which order shall be in form and substance satisfactory to the Debtors, the Requisite Consenting Second Lien Creditors, and the Requisite Commitment Parties.
1.13    Backstop Commitment Agreement means that certain Amended and Restated Backstop Commitment Agreement, dated as of October 11, 2017, as may be amended or modified from time to time in accordance with the terms thereof and the Backstop Approval Order, pursuant to which the Backstop Parties have agreed to (a) exercise the Minimum Allocation Rights; and (b) backstop the Rights Offering.


3





1.14    Backstop Parties means, the Commitment Parties (as such term is defined in the Backstop Commitment Agreement). 
1.15    Ballot means the form(s) distributed to holders of impaired Claims on which is to be indicated the acceptance or rejection of the Plan.
1.16    Bankruptcy Code means title 11 of the United States Code, as amended from time to time, as applicable to the Chapter 11 Cases.
1.17    Bankruptcy Court means the United States Bankruptcy Court for the Southern District of New York, having subject matter jurisdiction over the Chapter 11 Cases and, to the extent of any reference withdrawal made under section 157(d) of title 28 of the United States Code, the District Court having subject matter jurisdiction over the Chapter 11 Cases. 
1.18    Bankruptcy Rules means the Federal Rules of Bankruptcy Procedure as promulgated by the United States Supreme Court under section 2075 of title 28 of the United States Code, as amended from time to time, applicable to the Chapter 11 Cases, and any Local Rules of the Bankruptcy Court.
1.19    BBEP means Breitburn Energy Partners LP, a Delaware limited partnership, as debtor or debtor in possession, as the context requires.
1.20    BOLP means Breitburn Operating LP, a Delaware limited partnership, as debtor or debtor in possession, as the context requires.
1.21    Breitburn Finance means Breitburn Finance Corporation, a Delaware corporation, as debtor or debtor in possession, as the context requires.
1.22    Business Day means any day other than a Saturday, a Sunday, or any other day on which banking institutions in New York, New York are required or authorized to close by law or executive order.
1.23    Cash means legal tender of the United States of America.
1.24    Cause of Action means, without limitation, any and all actions, proceedings, causes of action, controversies, liabilities, obligations, rights, rights of setoff, recoupment rights, suits, damages, judgments, accounts, defenses, offsets, powers, privileges, licenses, franchises, Claims, Avoidance Actions, counterclaims, cross-claims, affirmative defenses, and demands of any kind or character whatsoever, whether known or unknown, asserted or unasserted, reduced to judgment or otherwise, liquidated or unliquidated, fixed or contingent, matured or unmatured, disputed or undisputed, secured or unsecured, assertable directly or derivatively, existing or hereafter arising, in contract or in tort, in law, in equity, or otherwise, whether arising under the Bankruptcy Code or any applicable nonbankruptcy law, based in whole or in part upon any act or omission 


4





or other event occurring prior to the Petition Date or during the course of the Chapter 11 Cases, including through the Effective Date.  Without limiting the generality of the foregoing, when referring to Causes of Action of the Debtors or their estates, Causes of Action shall include (a) all rights of setoff, counterclaim, or recoupment and Claims on contracts or for breaches of duties imposed by law or equity, (b) Claims (including Avoidance Actions) pursuant to section 362, and chapter 5 of the Bankruptcy Code including sections 510, 542, 543, 544 through 550, or 553, and (c) Claims and defenses such as fraud, mistake, duress, usury, and any other defenses set forth in section 558 of the Bankruptcy Code.  A nonexclusive list of Causes of Action shall be set forth in the Plan Supplement.
1.25    Certified Holder means any holder of an Allowed Secured Notes Claim that provides a certification to the Debtors or the Disbursing Agent prior to the Distribution Record Date in the form of or substantially in the form of that contained in that certain Noteholder Distribution Certification Form (or as otherwise agreed with the Debtors), which include, without limitation, disclosure of ownership of Existing BBEP Equity Interests by the holder and certain controlling and controlled persons, and verification that such holder (and, in the case such holder is a disregarded entity for U.S. federal income tax purposes, its regarded owner) is and as of the Effective Date will be a “United States person” within the meaning of Section 7701(a)(30) of the Tax Code. For purposes of this definition, (i) a person “controlling or controlled by” a holder includes any individual or entity that controls the holder (such as a general partner, managing member or any other equityholder in a similar managing capacity or that owns controlling voting equity interests or more than 50% of the equity interests in the holder, and in the case of a controlling entity, any person that controls such controlling entity) and any entity controlled (through direct or indirect equity ownership) by the holder, and (ii) the term “Existing BBEP Equity Interests” shall be limited to outstanding Series A Redeemable Preferred Units, Series B Preferred Units and common units of BBEP. 
1.26    Chapter 11 Cases means the jointly administered cases under chapter 11 of the Bankruptcy Code commenced by the Debtors on the Petition Date in the Bankruptcy Court and currently styled In re Breitburn Energy Partners LP, Ch. 11 Case No. 16-11390 (SMB) (Jointly Administered).
1.27    Charging Lien means any Lien or other priority in payment to which the Unsecured Notes Indenture Trustee is entitled to under and subject to the terms of the Unsecured Notes Indentures to assert against distributions to be made to holders of Claims under such Unsecured Notes Indentures.
1.28    Claim has the meaning set forth in section 101(5) of the Bankruptcy Code.
1.29    Class means any group of Claims or Interests classified herein pursuant to section 1123(a)(1) of the Bankruptcy Code.


5





1.30    Collateral means any property or interest in property of the estate of any Debtor subject to a lien, charge, or other encumbrance to secure the payment or performance of a Claim, which lien, charge, or other encumbrance is not subject to a Final Order ordering the remedy of avoidance on any such lien, charge, or other encumbrance under the Bankruptcy Code.
1.31    Confirmation Date means the date on which the Clerk of the Bankruptcy Court enters the Confirmation Order.
1.32    Confirmation Hearing means the hearing to be held by the Bankruptcy Court regarding confirmation of the Plan, as such hearing may be adjourned or continued from time to time.
1.33    Confirmation Order means the order of the Bankruptcy Court confirming the Plan pursuant to section 1129 of the Bankruptcy Code and approving the transactions contemplated thereby, which shall be in form and substance acceptable to the Debtors, the Revolving Credit Facility Agent, the Exit Facility Agent, the DIP Facility Agent, the Requisite Consenting Second Lien Creditors, the Requisite Commitment Parties, and to the extent that any provisions of such order affect Classes 5, 6, 7A or 7B they shall be acceptable to the Creditors’ Committee and all other provisions of such order shall be reasonably acceptable to the Creditors’ Committee.
1.34    Creditors’ Committee means the statutory committee of unsecured creditors appointed by the U.S. Trustee in the Chapter 11 Cases pursuant to section 1102 of the Bankruptcy Code. 
1.35    Cure Amount means the payment of Cash or the distribution of other property (as the parties may agree or the Bankruptcy Court may order) as necessary to (a) cure a monetary default as required by section 365(a) of the Bankruptcy Code by the Debtors in accordance with the terms of an executory contract or unexpired lease of the Debtors and (b) permit the Debtors to assume or assume and assign such executory contract or unexpired lease under section 365(a) of the Bankruptcy Code.
1.36    Debtors means BBEP; Breitburn GP LLC; BOLP; Breitburn Operating GP LLC; Breitburn Management Company LLC; Breitburn Finance; Alamitos Company; Beaver Creek Pipeline, L.L.C.; Breitburn Florida LLC; Breitburn Oklahoma LLC; Breitburn Sawtelle LLC; Breitburn Transpetco GP LLC; Breitburn Transpetco LP LLC; GTG Pipeline LLC; Mercury Michigan Company, LLC; Phoenix Production Company; QR Energy, LP; QRE GP, LLC; QRE Operating, LLC; Terra Energy Company LLC; Terra Pipeline Company LLC; and Transpetco Pipeline Company, L.P. 


6





1.37    DIP Facility means the revolving senior secured postpetition credit facility approved in the DIP Facility Order, as the same may be amended through the Effective Date.
1.38    DIP Facility Agent means Wells Fargo Bank, National Association, solely in its capacity as administrative agent under the DIP Facility Documents, its successors, assigns, or any replacement agent appointed pursuant to the terms of the DIP Facility Documents.
1.39    DIP Facility Claims means all Claims held by the DIP Facility Lenders or the DIP Facility Agent arising under or relating to the DIP Facility Documents or the DIP Facility Order, including any and all fees, expenses, and accrued but unpaid interest and fees arising under the DIP Facility Documents.
1.40    DIP Facility Credit Agreement means the Debtor-In-Possession Credit Agreement, dated as of May 19, 2016, by and among BOLP as borrower, BBEP as parent guarantor, certain other Debtor subsidiaries of BBEP as additional guarantors, the DIP Facility Agent, and the DIP Facility Lenders, as the same has been or may be further amended, modified, or supplemented from time to time including, without limitation, the First Amendment to Debtor-In-Possession Credit Agreement effective as of December 15, 2016, the Second Amendment to Debtor-In-Possession Credit Agreement effective as of December 2016, the Third Amendment to Debtor-In-Possession Credit Agreement effective as of May 11, 2017, the Fourth Amendment to Debtor-In-Possession Credit Agreement effective as of July 17, 2017, and the Fifth Amendment to Debtor-In-Possession Credit Agreement effective of as August 24, 2017.
1.41    DIP Facility Documents  means, collectively, the DIP Facility Credit Agreement and all other “Loan Documents” (as defined therein), including all other agreements, documents, and instruments delivered or entered into pursuant thereto or entered into in connection therewith (including any guarantee agreements and collateral documentation) (in each case, as amended, restated, modified, or supplemented from time to time).
1.42    DIP Facility Lenders  means the lenders party to the DIP Facility Credit Agreement, including any swingline lender, any issuing lender) and any “Lender Derivative Provider” under any “Lender Derivative Contract” (as each such term is defined in the DIP Facility Credit Agreement).
1.43    DIP Facility Order means collectively, the Final Order Pursuant to 11 U.S.C. §§ 105, 361, 362, 363, 364 and 507, Bankruptcy Rules 2002, 4001, 6004 and 9014 and Local Bankruptcy Rule 4001-2 (I) Authorizing the Debtors to Obtain Postpetition Senior Secured Superpriority Financing, (II) Authorizing the Debtors’ Limited Use of Cash Collateral, (III) Granting Adequate Protection to the Prepetition Secured Parties and (IV) Granting Related Relief dated August 19, 2016 (ECF No. 431), as the same has been supplemented from time to time, 


7





including, without limitation, pursuant to those orders of the Bankruptcy Court dated December 13, 2016 (ECF No. 837), May 10, 2017 (ECF No. 1252), August 9. 2017 (ECF No. 1496), and August 24, 2017 (ECF No. 1525).
1.44    Disallowed means, with reference to any Claim or a portion of a Claim, any Claim against any Debtor that (a) has been disallowed by a Final Order of the Bankruptcy Court, (b) has been listed by such Debtor in the Schedules, as such Schedules may be amended by the Debtors from time to time in accordance with Bankruptcy Rule 1009, as $0, contingent, disputed, or unliquidated and as to which no proof of Claim has been filed by the applicable deadline or deemed timely filed pursuant to any Final Order of the Bankruptcy Court, (c) has been agreed to by the holder of such Claim and the applicable Debtor to be equal to $0 or to be expunged, or (d) has not been listed by such Debtor on the Schedules and as to which no proof of Claim has been filed by the applicable deadline or deemed timely filed pursuant to any Final Order of the Bankruptcy Court.
1.45    Disbursing Agent means LegacyCo (or such Entity designated by BBEP and the Requisite Consenting Second Lien Creditors and without the need for any further order of the Bankruptcy Court) in its capacity as a disbursing agent pursuant to Section 5.6 hereof.
1.46    Disclosure Statement means the disclosure statement relating to the Plan, including, all exhibits thereto, as approved by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code.
1.47    Disputed means, with respect to a Claim, (a) any Claim, proof of which was timely and properly filed, which is disputed under Section 7.1 of this Plan or as to which the Debtors have interposed and not withdrawn an objection or request for estimation (pursuant to Section 7.6 of this Plan or otherwise) that has not been determined by a Final Order, (b) any Claim, proof of which was required to be filed by order of the Bankruptcy Court but as to which a proof of claim was not timely or properly filed, (c) any Claim that is listed in the Schedules as unliquidated, contingent, or disputed, or (d) any Claim that is otherwise disputed by any of the Debtors or the Reorganized Debtors, which dispute has not been withdrawn, resolved, or overruled by a Final Order.
For the avoidance of doubt, if no proof of Claim has been filed by the applicable deadline and the Claim is not listed on the Schedules or has been or hereafter is listed on the Schedules as $0, disputed, contingent, or unliquidated, such Claim shall be Disallowed and shall be disregarded for all purposes.
1.48    Distribution Record Date means the Effective Date, unless otherwise provided in the Plan or designated by the Bankruptcy Court; provided, that no Distribution Record Date shall apply to distributions to be made through DTC to holders of publicly held securities unless otherwise specified.


8





1.49    District Court means the United States District Court for the Southern District of New York having subject matter jurisdiction over the Chapter 11 Cases.
1.50    D&O Liability Insurance Policies means all unexpired directors’, managers’, and officers’ liability insurance policies (including any “tail policy”) of any of the Debtors with respect to directors, managers, officers, and employees of the Debtors.
1.51    DTC means The Depository Trust Company.
1.52    Early Election Procedures means the Early Election Procedures set forth in the Rights Offering Procedures pursuant to which any holder of Senior Unsecured Notes that is not a Backstop Party and that wishes to participate in the “Early Election” as an Eligible Offeree must by December 13, 2017: (a) commit to participate in the Rights Offering and to accept the Plan; (b) certify that they are an Eligible Offeree, were an Eligible Offeree on the Rights Offering Record Date, and are not a Backstop Party; (c) certify and/or covenant, as applicable, that with respect to any Subscription Right that such Eligible Offeree wishes to participate in the Early Election, that the relevant Senior Unsecured Notes have only been held and shall only be held by an Eligible Offeree from and after the Rights Offering Record Date (November 27, 2017) through December 13, 2017; and (d) provide sufficient evidence in the Debtors’ reasonable discretion, in consultation with the Requisite Consenting Second Lien Creditors, the Requisite Commitment Parties, and the Creditors’ Committee, of such Eligible Offeree’s financial wherewithal to consummate its commitment to exercise its Subscription Rights; provided, that, the Early Election Procedures shall not modify the obligations of the Backstop Parties under the Backstop Commitment Agreement.
1.53    Effective Date means a Business Day on or after the Confirmation Date selected by the Debtors, subject to the consent of the Requisite Commitment Parties, the Requisite Consenting Second Lien Creditors, and the Exit Facility Agent and in compliance with the Restructuring Support Agreement, on which the conditions to the effectiveness of the Plan specified in Section 9.2 hereof have been satisfied or otherwise effectively waived in accordance with the terms hereof.  
1.54    Eligible Offeree means that such party is an Eligible Offeree as defined under the Rights Offering Procedures; provided, that, with regard to any Subscription Right pursuant to which an Eligible Offeree has opted into the Early Election Procedures, such Eligible Offeree must certify as to the statements set forth in the Early Election Procedures to be considered an Eligible Offeree.
1.55    Employee Obligations means any written contracts, agreements, policies, programs and plans for, among other things, compensation, reimbursement, indemnity, health care benefits, disability benefits, deferred 


9





compensation benefits, travel benefits, vacation and sick leave benefits, savings, severance benefits, retirement benefits, welfare benefits, relocation programs, life insurance and accidental death and dismemberment insurance, including written contracts, agreements, policies, programs and plans for bonuses and other incentives or compensation for the directors, officers, and employees of any of the Debtors.
1.56    Employee Programs Order means the Bankruptcy Court’s Order Pursuant to 11 U.S.C. §§ 105, 363(b), and 503(c)(3) Approving Debtors’ 2017 Key Employee Retention Program and Key Employee Incentive Program entered on March 6, 2017 (ECF No. 1057).
1.57    Entity shall have the meaning set forth in section 101(15) of the Bankruptcy Code.
1.58    Equity Committee means the official committee of equity security holders appointed by the U.S. Trustee pursuant to section 1102(a)(2) of the Bankruptcy Code.
1.59    Exchange Agreement means that certain agreement, by and among New Permian Corp. and BBEP, substantially in the form included in the Plan Supplement, pursuant to which New Permian Corp. agrees to acquire on the Effective Date all of the New Permian LLC Equity and 7.5% of the LegacyCo Units from BBEP, subject to certain liabilities and obligations, which shall be in form and substance acceptable to the Debtors, the Requisite Consenting Second Lien Creditors, and the Requisite Commitment Parties.
1.60    Exculpated Parties means collectively, and in each case in their capacities as such:  (a) the Debtors and Reorganized Debtors; (b) the Revolving Credit Facility Agent; (c) the Revolving Credit Facility Lenders; (d) the DIP Facility Agent; (e) the DIP Facility Lenders; (f) the Exit Facility Agent; (g) the Exit Facility Lenders; (h) the Second Lien Noteholders; (i) the Series B Interest Holders; (j) the Secured Notes Indenture Trustee; (k) the Backstop Parties; (l) the Unsecured Notes Indenture Trustee; (m) the Creditors’ Committee and its current and former members; (n) the Unsecured Senior Notes Groups; (o) the Second Lien Group; (p) New Permian Corp.; (q) LegacyCo; (r) with respect to each of the foregoing entities, such entities’ predecessors, successors, assigns, subsidiaries, affiliates, managed accounts and funds; and (s) with respect to each of the foregoing entities (a) through (r), such entities’ current and former officers and directors, principals, equity holders, members, partners, managers, employees, subcontractors, agents, advisory board members, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, management companies, fund advisors (and employees thereof), and other professionals, and such entities’ respective heirs, executors, estates, servants, and nominees, in each case in their capacity as such.


10





1.61    Existing BBEP Equity Interests means all Interests in BBEP immediately prior to the Effective Date.
1.62    Exit Facility means that certain amended and restated loan facility provided to LegacyCo, among others, pursuant to the Exit Facility Documents, including the Exit Facility Credit Agreement which, on the Effective Date, shall be in the original principal amount of $400 million, as provided for in and shall be consistent with the Exit Facility Term Sheet.
1.63    Exit Facility Agent means Wells Fargo Bank, National Association, solely in its capacity as administrative agent under the Exit Facility Documents, its successors, assigns, or any replacement agent appointed pursuant to the terms of the Exit Facility Documents.
1.64    Exit Facility Credit Agreement means that certain Fourth Amended and Restated Credit Agreement, which shall be effective on the Effective Date, by and among LegacyCo, among others, the Exit Facility Agent, and the Exit Facility Lenders, substantially in the form contained in the Plan Supplement, which shall be in form and substance acceptable to the Debtors, the Exit Facility Agent, and the Requisite Consenting Second Lien Creditors.
1.65    Exit Facility Documents means, collectively, the Exit Facility Credit Agreement and all other “Loan Documents” (as defined therein), including all other agreements, documents, and instruments delivered or entered into pursuant thereto or in connection therewith (including any guarantee agreements and collateral documentation) (in each case, as amended, restated, modified, or supplemented from time to time), each of which shall be, to the extent applicable, consistent with the Exit Facility Term Sheet and substantially in the form contained in the Plan Supplement, and which shall be in form and substance acceptable to the Debtors, the Exit Facility Agent, and the Requisite Consenting Second Lien Creditors.
1.66    Exit Facility Lenders means each holder of an Allowed Revolving Credit Facility Claim who on the Effective Date shall become a lender under the Exit Facility Documents, including any swingline lender, any issuing lender and any “Lender Derivative Provider” under any “Lender Derivative Contract” (as each such term is defined in the DIP Facility Credit Agreement).
1.67    Exit Facility Term Sheet means that certain term sheet attached hereto as Exhibit I that sets forth the principal terms of the Exit Facility.
1.68    Final Distribution Date means, with respect to Class 6, a date on or after the Initial Distribution Date and after all Disputed Claims in Class 6 have become either Allowed Claims or Disallowed Claims that is selected by the Disbursing Agent, in its discretion but, in any event, is no later than thirty (30) days thereafter.


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1.69    Final Order means an order or judgment of the Bankruptcy Court entered by the Clerk of the Bankruptcy Court on the docket in the Chapter 11 Cases which has not been reversed, vacated, or stayed and as to which (a) the time to appeal, petition for certiorari, or move for a new trial, reargument, or rehearing has expired and as to which no appeal, petition for certiorari, or other proceeding for a new trial, reargument, or rehearing shall then be pending or (b) if an appeal, writ of certiorari, new trial, reargument, or rehearing thereof has been sought, such order or judgment of the Bankruptcy Court shall have been affirmed by the highest court to which such order was appealed, or certiorari shall have been denied, or a new trial, reargument, or rehearing shall have been denied or resulted in no modification of such order, and the time to take any further appeal, petition for certiorari, or move for a new trial, reargument, or rehearing shall have expired; provided, that no order or judgment shall fail to be a Final Order solely because of the possibility that a motion under Rule 60 of the Federal Rules of Civil Procedure has been or may be filed with respect to such order or judgment.  The susceptibility of a Claim to a challenge under section 502(j) of the Bankruptcy Code shall not render a Final Order not a Final Order.
1.70    General Unsecured Claim means any Claim against any of the Debtors that is (a) not an Administrative Expense, Priority Tax Claim, Revolving Credit Facility Claim, Secured Notes Claim, Other Secured Claim, Unsecured Notes Claim, Ongoing Trade Claim of LegacyCo, Ongoing Trade Claim of New Permian Corp., or Priority Non-Tax Claim, (b) an Allowed Unsecured Notes Claim that is held by a holder that is not an Eligible Offeree, (c) the Second Lien Deficiency Claim, (d) any Claim for damages resulting from or based on the Debtor’s rejection of an executory contract or unexpired lease, or (e) otherwise determined by the Bankruptcy Court to be a General Unsecured Claim. 
1.71    Governmental Unit has the meaning set forth in section 101(27) of the Bankruptcy Code.
1.72    GUC Cash Pool means $1.5 million in Cash.
1.73    Indemnification Obligation means each of the Debtors’ indemnification obligations in place prior to the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors, as applicable. 
1.74    Initial Distribution Date means a date on or after the Effective Date that is selected by LegacyCo in its discretion but, in any event, is not earlier than fifteen (15) days and no more than thirty (30) days after the Effective Date.


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1.75    Intercompany Claim means any Claim against a Debtor held by either another Debtor or by a non-Debtor affiliate of a Debtor (excluding any Claims of an individual).  For the avoidance of doubt, any Claims against a Debtor held by either another Debtor or by a non-Debtor affiliate of a Debtor that has otherwise been assigned by such Debtor or non-Debtor affiliate to a third-party is not an Intercompany Claim.
1.76    Intercompany Interest means an Interest in a Debtor other than an Existing BBEP Equity Interest held by another Debtor or by a non-Debtor affiliate of a Debtor.
1.77    Interest means any equity security (as defined in section 101(16) of the Bankruptcy Code) of a Debtor, including all units, shares, common stock, preferred stock, partnership interests, or other instrument evidencing any fixed or contingent ownership interest in any Debtor, including any option, warrant, or other right, contractual or otherwise, to acquire any such interest in a Debtor, whether or not transferable and whether fully vested or vesting in the future, that existed immediately before the Effective Date.
1.78    Legacy Assets means the assets of LegacyCo, which shall be all assets of the Debtors and Reorganized Debtors (other than New Permian Corp. and New Permian LLC) other than the Permian Assets and which may include equity interests of a Debtor or Reorganized Debtor (other than New Permian Corp. and New Permian LLC), with such Debtor or Reorganized Debtor (other than New Permian Corp. and New Permian LLC) retaining its assets. 
1.79    Legacy Asset Transfer has the meaning set forth in Section 6.9 of the Plan.
1.80    LegacyCo Distribution and Transfer has the meaning set forth in Section 6.9 of the Plan.
1.81    LegacyCo means the newly formed Delaware limited liability company, treated as a partnership for U.S. federal tax purposes and any applicable state or local tax purposes, that will be, as of the Effective Date, the ultimate parent company of the Reorganized Debtors (other than New Permian Corp. and New Permian LLC), and that, in accordance with the Restructuring Transactions, inter alia, will be the issuer of the LegacyCo Units to BBEP pursuant to the Plan and the transferee of the assets of BBEP (including equity interests of subsidiaries); provided, that in the sole discretion of the Requisite Consenting Second Lien Creditors, LegacyCo may be treated as a corporation for U.S. federal tax purposes and any applicable state or local tax purposes.
1.82    LegacyCo Board means LegacyCo’s initial board of managers.


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1.83    Legacy Contributed Assets means the Legacy Assets excluding any Cash and other assets actually distributed on the Effective Date pursuant to or in connection with the implementation of the Plan.
1.84    LegacyCo Contribution Agreement means that certain LegacyCo Contribution Agreement pursuant to which BBEP shall contribute the Legacy Contributed Assets to LegacyCo in exchange for all of the LegacyCo Units and the assumption of certain liabilities and obligations, in form and substance acceptable to the Debtors, the Requisite Consenting Second Lien Creditors, and the Requisite Commitment Parties consistent with the Restructuring Term Sheet.
1.85    LegacyCo Interests means the limited liability company equity interests in LegacyCo.
1.86    LegacyCo LLC Agreement means the limited liability company agreement of LegacyCo, substantially in the form included in the Plan Supplement and which shall be in form and substance (i) acceptable to the Debtors and the Requisite Consenting Second Lien Creditors and consistent with the Restructuring Term Sheet and (ii) reasonably acceptable to the Exit Facility Agent.
1.87    LegacyCo Management Incentive Plan means the long term management incentive plan to be in effect on or after the Effective Date; provided, that the Requisite Consenting Second Lien Creditors and the Debtors shall use reasonable good faith efforts to reach agreement on terms of the LegacyCo Management Incentive Plan and to include any such agreed terms in the Plan Supplement.
1.88    LegacyCo Organizational Documents means the LegacyCo LLC Agreement and the certificate of formation and/or other organizational documents of LegacyCo, substantially in the form included in the Plan Supplement and which shall be in form and substance (i) acceptable to the Debtors and the Requisite Consenting Second Lien Creditors and consistent with the Restructuring Term Sheet and (ii) reasonably acceptable to the Exit Facility Agent.
1.89    LegacyCo Units means the common units of LegacyCo to be issued pursuant to the Plan and as otherwise permitted pursuant to the LegacyCo LLC Agreement.
1.90    Lien has the meaning set forth in section 101(37) of the Bankruptcy Code.
1.91    Minimum Allocation Rights means 40% of New Permian Corp. Shares at a price per share that will equal aggregate proceeds of $310,000,000, that are allocated to and shall be exercised by the Backstop Parties pursuant to the Backstop Commitment Agreement.


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1.92    Minimum Cash Balance means $10,000,000 minus (i) $500,000, (ii) any amounts to be paid to holders of Allowed Ongoing Trade Claims of New Permian Corp., and (iii) any amounts to be paid to holders of Allowed Cure Amounts pursuant to Section 8.4(ii).
1.93    New Organizational Documents means the LegacyCo Organizational Documents, and, as applicable, the certificates of incorporation, certificates of formation, bylaws, shareholders’ agreement, limited liability company agreement, or functional equivalent thereof with respect to each Reorganized Debtor (other than New Permian Corp. and New Permian LLC), which in each case shall be in form and substance acceptable to the Debtors and the Requisite Consenting Second Lien Creditors and consistent with the Restructuring Term Sheet.
1.94    New Permian Corp. means a newly formed Delaware corporation that, in accordance with the Restructuring Transactions shall, inter alia, be the issuer of the New Permian Corp. Shares pursuant to the Rights Offering and the Plan and shall purchase all of the New Permian LLC Equity from BBEP.
1.95    New Permian Corp. Board means New Permian Corp.’s initial board of directors.
1.96    New Permian Corp. Bylaws means the Bylaws for New Permian Corp. substantially in the form contained in the Plan Supplement and which shall be acceptable to the Requisite Commitment Parties and consistent with the Restructuring Term Sheet.
1.97    New Permian Corp. Certificate of Incorporation means the Certificate of Incorporation of New Permian Corp., substantially in the form contained in the Plan Supplement, and which shall be acceptable to the Requisite Commitment Parties and consistent with the Restructuring Term Sheet and which shall provide that preemptive rights shall be granted to all holders of New Permian Corp. Shares that are accredited investors, including the AUNC Trust (if accredited), and that the tag-along rights set forth in the Restructuring Term Sheet shall be made available to all holders of New Permian Corp. Shares.
1.98    New Permian Corp. Management Incentive Plan means the long-term management incentive plan that may be adopted by the New Permian Corp. Board following the Effective Date.
1.99    New Permian Corp. Shares means the shares of common stock of New Permian Corp. (a) to be issued pursuant to the Plan, the Rights Offering, the Put Option Premium, and the Backstop Commitment Agreement and (b) as otherwise permitted to be issued pursuant to the New Permian Corp. Certificate of Incorporation, subject to dilution by (i) shares, if any, issued under the New Permian Corp. Management Incentive Plan on or subsequent to the Effective 


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Date, and (ii) shares, if any, issued on (other than pursuant to clause (a)) or subsequent to the Effective Date.
1.100    New Permian LLC means a newly formed Delaware limited liability company, treated as disregarded as an entity separate from its owner for U.S. federal income tax purposes, that, in accordance with the Restructuring Transactions, inter alia, will be the issuer of the New Permian LLC Equity to BBEP pursuant to the Plan and the transferee of the Permian Assets.
1.101    New Permian LLC Equity means the common units of New Permian LLC to be issued pursuant to the Plan.
1.102    Ongoing Trade Claim of LegacyCo means any prepetition general unsecured Claim against any of the Debtors held by a claimant that provides, or will provide, goods and services necessary to the operation of LegacyCo or whose post-Effective Date services will benefit LegacyCo Assets and which claimant will continue to do business with the LegacyCo after the Effective Date, that is (a) not an Administrative Expense, Priority Tax Claim, Revolving Credit Facility Claim, Secured Notes Claim, Other Secured Claim, General Unsecured Claim, Ongoing Trade Claim of New Permian Corp., Priority Non-Tax Claim, or a Second Lien Deficiency Claim, or (b) otherwise determined by the Bankruptcy Court to be an Ongoing Trade Claim of LegacyCo; provided, that to the extent a holder of an Ongoing Trade Claim of LegacyCo has not agreed to provide post-Effective Date trade terms reasonably acceptable to LegacyCo, such Ongoing Trade Claim of LegacyCo shall be classified and treated as a General Unsecured Claim.
1.103    Ongoing Trade Claim of New Permian Corp. means any prepetition general unsecured Claim against any of the Debtors held by a claimant that will provide goods and services necessary to the operation of New Permian Corp. or whose post-Effective Date services will benefit Permian Assets and which claimant will continue to do business with New Permian Corp. after the Effective Date, that is (a) not an Administrative Expense, Priority Tax Claim, Revolving Credit Facility Claim, Secured Notes Claim, Other Secured Claim, General Unsecured Claim, Ongoing Trade Claim of LegacyCo, Priority Non-Tax Claim, or a Second Lien Deficiency Claim, or (b) otherwise determined by the Bankruptcy Court to be an Ongoing Trade Claim of New Permian Corp.; provided, that to the extent a holder of an Ongoing Trade Claim of New Permian Corp. has not agreed to provide post-Effective Date trade terms reasonably acceptable to New Permian Corp., such Ongoing Trade Claim of New Permian Corp. shall be classified and treated as a General Unsecured Claim.
1.104    Other Secured Claim means a Claim that is not a Revolving Credit Facility Claim or Secured Notes Claim (a) secured by Collateral, to the extent of the value of such Collateral (i) as set forth in the Plan, (ii) as agreed to by the holder of such Claim and the Debtors, or (iii) as determined by a Final 


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Order in accordance with section 506(a) of the Bankruptcy Code or (b) secured by the amount of any valid rights of setoff of the holder thereof under section 553 of the Bankruptcy Code.
1.105    Ordinary Course Professional Order means the Order Pursuant to 11 U.S.C. §§ 105(a), 327, 328, and 330 Authorizing Debtors to Employ Professionals Used in the Ordinary Course of Business Effective as of the Petition Date (ECF No. 589). 
1.106    Permian Assets means those assets set forth on Exhibit II annexed hereto and such other assets related thereto that are assigned to New Permian LLC pursuant to the Permian Contribution Agreement.  
1.107    Permian Asset Transfer has the meaning set forth in Section 6.9 of the Plan.
1.108    Permian Contribution Agreement means that certain Permian Contribution Agreement, substantially in the form included in the Plan Supplement, pursuant to which BBEP shall transfer the Permian Assets to New Permian LLC in exchange for all of the New Permian LLC Equity and the assumption of certain liabilities and obligations, which shall be in form and substance acceptable to the Debtors, the Requisite Consenting Second Lien Creditors, and the Requisite Commitment Parties.
1.109    Permian Corp. Asset Acquisition has the meaning set forth in Section 6.9 of the Plan.
1.110    Permian Stock Value shall mean the value per share of New Permian Corp. Shares as set forth in the Disclosure Statement based on an aggregate New Permian Corp. Share value of $807 million.
1.111    Person has the meaning set forth in section 101(41) of the Bankruptcy Code.
1.112    Petition Date means May 15, 2016, the date on which the Debtors commenced the Chapter 11 Cases.
1.113    Plan means this chapter 11 plan, as the same may be amended, supplemented, or modified from time to time in accordance with the provisions of the Bankruptcy Code and the terms hereof.
1.114    Plan Document means any of the documents, other than this Plan, to be executed, delivered, assumed, or performed in connection with the occurrence of the Effective Date, including the documents to be included in the Plan Supplement, all of which shall be in form and substance as provided herein and the Restructuring Support Agreement. 


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1.115    Plan Supplement means the forms of certain documents effectuating the transactions contemplated herein, which documents shall be filed with the Clerk of the Bankruptcy Court no later than December 11, 2017, including, but not limited to, (a) the Schedule of Rejected Contracts, (b) a list of retained Causes of Action, (c) the LegacyCo LLC Agreement, (d) the LegacyCo Organizational Documents, (e) the New Permian Corp. Bylaws, (f) the New Permian Corp. Certificate of Incorporation, (g) the Backstop Commitment Agreement, (h) the Exit Facility Credit Agreement, (i) the Transition Services Agreement, (j) the LegacyCo Management Incentive Plan or certain terms thereof (if applicable), (k) the Exchange Agreement, (l) the LegacyCo Contribution Agreement, (m) the Permian Contribution Agreement (n) the Schedule of Assumed Employee Obligations, and (o) a registration rights agreement with respect to New Permian Corp. Shares.  Such documents shall be consistent with the terms hereof, the Restructuring Support Agreement and the Restructuring Term Sheet, the Backstop Commitment Agreement, and the Exit Facility Term Sheet, as applicable, and shall be in form and substance acceptable to the Requisite Consenting Second Lien Creditors, subject to the consent rights of the Requisite Commitment Parties for any Plan Supplement document or portion thereof that relates to New Permian Corp. or Permian Assets, as provided herein and in the Restructuring Support Agreement; provided, that, through the Effective Date, the Debtors shall have the right to amend documents contained in, and exhibits to, the Plan Supplement in accordance with the terms of the Plan and the Restructuring Support Agreement; provided, further, that any documents or agreements incorporating or addressing the terms and conditions for the treatment of Claims in Classes 5, 6, 7A or 7B shall be in form and substance reasonably acceptable to the Creditors’ Committee.  Upon its filing with the Bankruptcy Court, the Plan Supplement may be inspected at the Office of the Clerk of the Bankruptcy Court during normal Bankruptcy Court hours.  Holders of Claims and Interests may obtain a copy of the Plan Supplement upon written request to the undersigned counsel.  Copies of the Plan Supplement also will be available on the Voting Agent’s website, https://cases.primeclerk.com/Breitburn/.  For the avoidance of doubt, any consent rights provided to the Creditors’ Committee herein shall be in addition to the general rights and remedies of the Creditors’ Committee as a statutory committee appointed in the Chapter 11 Cases.
1.116    Priority Non-Tax Claim means any Claim, other than an Administrative Expense or a Priority Tax Claim, entitled to priority in payment as specified in section 507(a)(3), (4), (5), (6), (7), or (9) of the Bankruptcy Code.
1.117    Priority Tax Claim means any Claim of a Governmental Unit of the kind entitled to priority in payment as specified in sections 502(i) and 507(a)(8) of the Bankruptcy Code.
1.118    Pro Rata means the proportion that an Allowed Claim in a particular Class bears to the aggregate amount of Allowed Claims in that Class (except where otherwise described herein).


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1.119    Professional means an Entity, excluding those Entities entitled to compensation pursuant to the Ordinary Course Professional Order:  (a) retained pursuant to an Order of the Bankruptcy Court in accordance with sections 327, 363, or 1103 of the Bankruptcy Code and to be compensated for services rendered pursuant to sections 327, 328, 329, 330, 331, and 363 of the Bankruptcy Code; or (b) awarded compensation and reimbursement by the Bankruptcy Court pursuant to section 503(b)(4) of the Bankruptcy Code; provided, that professionals employed by the Revolving Credit Facility Agent, the DIP Facility Agent, the Second Lien Noteholders, the Unsecured Noteholder Group, or the Unsecured Notes Indenture Trustee in their capacity as such, shall not be “Professionals” for the purposes of the Plan.
1.120    Professional Fee Claims means all Administrative Expenses for the compensation of Professionals and the reimbursement of expenses incurred by such Professionals through and including the Effective Date to the extent such fees and expenses have not been paid pursuant to any Final Order of the Bankruptcy Court (including, but not limited to, any fees of a Professional held back in accordance with the Bankruptcy Court’s order establishing interim compensation procedures for the Professionals or otherwise).  To the extent the Bankruptcy Court denies or reduces by a Final Order any amount of a Professional’s requested fees and expenses (whether or not paid pursuant to an Order granting interim allowance), then the amount by which such fees or expenses are reduced or denied shall reduce the applicable Professional Fee Claim.
1.121    Professional Fee Escrow Account means an interest-bearing account in an amount equal to the Professional Fee Reserve Amount and funded by the Debtors in Cash on the Effective Date, pursuant to Section 2.2(b) of the Plan.
1.122    Professional Fee Reserve Amount means the total amount of Professional Fee Claims estimated in accordance with Section 2.2(c) of the Plan.
1.123    Put Option Premium means the Put Option Premium (as defined in the Backstop Commitment Agreement) to be paid to the Backstop Parties as provided in the Backstop Commitment Agreement, and to be paid pursuant to the proviso contained in Section 4.5(b) of the Plan to the extent any other Eligible Offeree makes the election provided for therein.
1.124    Reinstatement means (a) leaving unaltered the legal, equitable, and contractual rights to which a Claim or Interest entitles the holder of such Claim or Interest in accordance with section 1124 of the Bankruptcy Code, or (b) if applicable under section 1124 of the Bankruptcy Code:  (i) curing all prepetition and postpetition defaults other than defaults relating to the insolvency or financial condition of the applicable Debtor or its status as a debtor under the Bankruptcy Code; (ii) reinstating the maturity date of the Claim;


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(iii) compensating the holder of such Claim for damages incurred as a result of its reasonable reliance on a contractual provision or such applicable law allowing the Claim’s acceleration; and (iv) not otherwise altering the legal, equitable or contractual rights to which the Claim entitles the holder thereof.
1.125    Released and Settled Claims means all Claims and Causes of Action made, or which could have been made, on or on behalf of any of the Debtors or non-Debtor subsidiaries against the Second Lien Noteholders, Series B Interest Holders, or the Secured Indenture Trustee, or any of their respective affiliates, agents, attorneys, advisors, professionals, officers, directors, and employees, including the Claims and Causes of Action detailed in the Standing Motion and Claim Objection.
1.126    Released Parties means, collectively, and in each case in their capacities as such:  (a) the Debtors and Reorganized Debtors; (b) the Revolving Credit Facility Agent; (c) the Revolving Credit Facility Lenders; (d) the DIP Facility Agent; (e) the DIP Facility Lenders; (f) the Exit Facility Agent; (g) the Exit Facility Lenders; (h) the Second Lien Noteholders; (i) the Series B Interest Holders; (j) the Secured Notes Indenture Trustee; (k) the Backstop Parties; (l) the Unsecured Notes Indenture Trustee; (m) the Creditors’ Committee and its current and former members; (n) the Unsecured Senior Notes Groups; (o) the Second Lien Group; (p) LegacyCo; and (q) New Permian Corp.; and with respect to each of the foregoing entities, such entities’ predecessors, successors, assigns, subsidiaries, affiliates, managed accounts and funds, current and former officers and directors, principals, equity holders, members, partners, managers, employees, subcontractors, agents, advisory board members, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, management companies, fund advisors (and employees thereof), and other professionals, and such entities’ respective heirs, executors, estates, servants, and nominees, in each case in their capacity as such.
1.127    Reorganized Debtors means LegacyCo, New Permian Corp. and New Permian LLC, and each of the other Debtors (excluding BBEP) or any successor thereto, as reorganized pursuant to and under the Plan.  
1.128    Requisite Commitment Parties has the meaning ascribed to it in the Backstop Commitment Agreement.
1.129    Requisite Consenting Second Lien Creditors has the meaning ascribed to it in the Restructuring Support Agreement.
1.130    Restructuring means the restructuring of the Debtors, the principal terms of which are set forth in the Plan and the Plan Supplement and subject to the terms of the Restructuring Support Agreement.


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1.131    Restructuring Support Agreement means that certain Amended and Restated Restructuring Support Agreement (as amended, supplemented or otherwise modified from time to time) dated as of October 11, 2017, by and among the Debtors and the Consenting Creditors (as defined therein).
1.132    Restructuring Term Sheet means the term sheet attached as Exhibit D to the Restructuring Support Agreement.
1.133    Restructuring Transactions means, collectively, those mergers, amalgamations, consolidations, arrangements, continuances, restructurings, transfers, conversions, dispositions, liquidations, dissolutions, or other corporate transactions to implement the Plan, in form and substance acceptable to the Debtors, the Requisite Consenting Second Lien Creditors, and the Requisite Commitment Parties, and, to the extent such transactions adversely affect the Revolving Credit Facility Claims, the DIP Facility Claims, or the Exit Facility, the Revolving Credit Facility Agent, the DIP Agent, or the Exit Facility Agent, as applicable, including the implementation of the Rights Offering, the implementation of the Minimum Allocation Rights, the distribution of the Subscription Rights to the Rights Offering Participants as of the Rights Offering Record Date, and the issuance of the New Permian Corp. Shares in connection therewith, the Exit Facility, the LegacyCo LLC Agreement, the LegacyCo Organizational Documents, the New Permian Corp. Bylaws, the New Permian Corp. Certificate of Incorporation, and the transactions set forth in Sections 6.9 and 6.14.  Notwithstanding anything in this Plan to the contrary, the Restructuring Transactions may be modified or revised by the Requisite Consenting Second Lien Creditors, the Requisite Commitment Parties and the Debtors in their reasonable discretion to ensure a more tax efficient structure for holders of Secured Notes Claims and the Debtors.
1.134    Revolver Option means the right of each holder of a portion of the Exit Facility to convert its term loans thereunder to revolving loans thereunder pursuant to the Revolver Option Procedures.
1.135    Revolver Option Procedures means the procedures governing the exercise of the Revolver Option.
1.136    Revolving Credit Agreement means that certain Third Amended and Restated Credit Agreement, dated as of November 19, 2014, by and among BOLP, as borrower, certain subsidiaries named therein, as guarantors, the Revolving Credit Facility Lenders, the Revolving Credit Facility Agent, and Wells Fargo Securities, LLC, as sole lead arranger and sole bookrunner (as amended, restated, modified, or supplemented from time to time).
1.137    Revolving Credit Documents means, collectively, the Revolving Credit Agreement and all other “Loan Documents” (as defined therein), including all other agreements, documents and instruments delivered or entered into


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pursuant thereto or in connection therewith (including any guarantee agreements and collateral documentation) (in each case, as amended, restated, modified, or supplemented from time to time).
1.138    Revolving Credit Facility Agent means Wells Fargo Bank, National Association, solely in its capacity as administrative agent under the Revolving Credit Documents and, solely for purposes of release, exculpation and injunction hereunder, shall also include Wells Fargo Securities, LLC, as sole lead arranger and sole bookrunner.
1.139    Revolving Credit Facility Claims means all Claims arising under or related to the Revolving Credit Documents, including all “Obligations,” including “Obligations” to any “Lender Derivative Provider” under any “Lender Derivative Contract” (as each such term is defined in the Revolving Credit Agreement).
1.140    Revolving Credit Facility Lenders means the lenders party to the Revolving Credit Agreement, including any swingline lender, any issuing lender and any “Lender Derivative Provider” under any “Lender Derivative Contract” (as each such term is defined in the Revolving Credit Agreement).
1.141    Rights Offering means that certain rights offering pursuant to which each Eligible Offeree is entitled to receive Subscription Rights to acquire 60% of the New Permian Corp. Shares in accordance with the Plan, the Rights Offering Procedures, and the Backstop Commitment Agreement.
1.142    Rights Offering Participants means those holders of Unsecured Notes Claims who duly subscribe for New Permian Corp. Shares in accordance with the Rights Offerings Procedures. 
1.143    Rights Offering Aggregate Price means $465,000,000, representing an aggregate of 60% of New Permian Corp. Shares.
1.144    Rights Offering Procedures means the procedures governing and for the implementation of the Rights Offering, as approved by the Bankruptcy Court pursuant to the order approving the Disclosure Statement, substantially in the form attached to the Disclosure Statement, and which otherwise shall be in form and substance acceptable to the Debtors, the Requisite Consenting Second Lien Creditors, and the Requisite Commitment Parties.
1.145    Rights Offering Proceeds and Minimum Allocation Rights Proceeds means the Cash proceeds from the Rights Offering and Minimum Allocation Rights.  The Rights Offering Proceeds and Minimum Allocation Rights will total $775,000,000 comprised of (i) $465,000,000 from the Rights Offering Aggregate Price, and (ii) $310,000,000, from the Minimum Allocation Rights.


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1.146    Rights Offering Record Date means the date established in the Rights Offering Procedures as the record date for determining the Eligible Offerees entitled to receive Subscription Rights and participate in the Rights Offering, which shall be November 27, 2017.
1.147    Royalty and Working Interests means the working interests granting the right to exploit oil and gas, and certain other royalty or mineral interests, including but not limited to, landowner’s royalty interests, overriding royalty interests, net profit interests, non-participating royalty interests, and production payments.
1.148    Schedule of Assumed Employee Obligations means the schedule of Employee Obligations to be assumed by the Debtors pursuant to the Plan, to be filed as part of the Plan Supplement, which schedule shall be in form and substance acceptable to the Requisite Consenting Second Lien Creditors.
1.149    Schedule of Rejected Contracts means the schedule of executory contracts and unexpired leases to be rejected by the Debtors pursuant to the Plan, to be filed as part of the Plan Supplement, which schedule shall be in form and substance acceptable to the Requisite Consenting Second Lien Creditors and the Requisite Commitment Parties (as it relates to New Permian Corp. or Permian Assets).
1.150    Schedules means the schedules of assets and liabilities and the statements of financial affairs filed by the Debtors under section 521 of the Bankruptcy Code, Bankruptcy Rule 1007, and the Official Bankruptcy Forms of the Bankruptcy Rules as such schedules and statements have been or may be supplemented or amended from time to time.
1.151    Second Lien Deficiency Claim means any unsecured portion of the Secured Notes Claim.
1.152    Second Lien Group means those entities disclosed in the Amended Verified Statement Pursuant to Rule 2019 of Federal Rules of Bankruptcy Procedure (ECF No. 399) filed on August 16, 2016, in their capacity as holders of Secured Notes, as may be amended or supplemented.
1.153    Second Lien Noteholders means the holders of the Secured Notes.
1.154    Secured Notes means the 9.25% Senior Secured Second Lien Notes due May 18, 2020, issued pursuant to the Secured Notes Indenture in the aggregate principal amount of Six Hundred Fifty Million Dollars ($650,000,000).
1.155    Secured Notes Claims means all Claims arising under or based upon to the Secured Notes and the Secured Notes Indenture including, principal, makewhole, accrued unpaid pre- and post-petition interest on all outstanding 


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obligations, costs, fees, indemnities, and all other obligations payable under the Secured Notes Indenture.
1.156    Secured Notes Indenture means that certain Indenture, dated as of April 8, 2015, by and among BBEP, BOLP, and Breitburn Finance, as issuers, the guarantors named therein, and the Secured Notes Indenture Trustee, including all agreements, notes, instruments, and any other documents delivered pursuant thereto or in connection therewith (in each case, as amended, modified, or supplemented from time to time).
1.157    Secured Notes Indenture Trustee means Delaware Trust Company, solely in its capacity as successor indenture trustee and noteholder collateral agent under the Secured Notes Indenture.
1.158    Securities Act means the Securities Act of 1933, as amended.
1.159    Security means any “security” as such term is defined in section 101(49) of the Bankruptcy Code.
1.160    Series B Interest Holders means those holders of Series B Preferred Units.
1.161    Series B Preferred Units means the Series B Perpetual Convertible Preferred Units of Existing BBEP Equity Interests.
1.162    Statutory Committees means the Creditors’ Committee and the Equity Committee. 
1.163    Standing Motion and Claim Objection means the (I) Objection to Proof of Claim filed by Delaware Trust Company as Indenture Trustee for the 9.25% Senior Secured Second Lien Notes Due 2020 and (II) Motion of the Official Committee of Unsecured Creditors for Entry of an Order Conditionally Authorizing the Committee to Prosecute and Settle Certain Claims on Behalf of the Debtors’ Estates and Granting Related Relief filed by the Creditors’ Committee on December 19, 2016 (ECF No. 867).
1.164    Subordinated Claim means a Claim subject to subordination under section 510 of the Bankruptcy Code.
1.165    Subscription Rights means the Subscription Rights as defined in the Backstop Commitment Agreement.
1.166    Tax Code means title 26 of the United States Code, as amended from time to time.
1.167    Transition Services Agreement means that certain Transition Services Agreement, to be entered into between LegacyCo and New Permian 


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Corp. on the Effective Date, substantially in the form contained in the Plan Supplement and consistent with the Restructuring Term Sheet, which shall be in form and substance acceptable to the Debtors, the Requisite Consenting Second Lien Creditors, and the Requisite Commitment Parties.
1.168    Unsecured Notes Claim means, collectively, all Claims, including any guaranty Claims, arising under the 7.875% Unsecured Notes, the 7.875% Unsecured Notes Indenture, the 8.625% Unsecured Notes, and/or the 8.625% Unsecured Notes Indenture.
1.169    Unsecured Notes Indentures means the 7.875% Unsecured Notes Indenture and the 8.625% Unsecured Notes Indenture.
1.170    Unsecured Notes Indenture Trustee means Wilmington Trust Company, solely in its capacity as successor indenture trustee under each of the 7.875% Unsecured Notes Indenture and the 8.625% Unsecured Notes Indenture.
1.171    Unsecured Senior Notes Groups means, collectively (i) the ad hoc group of entities disclosed in the Amended Verified Statement Pursuant to Bankruptcy Rule 2019 (ECF No. 1452) filed on July 19, 2017, in their capacity as holders of Unsecured Notes Claims, as may be amended or supplemented, and (ii) the ad hoc group of certain other holders of Unsecured Notes Claims represented by White & Case LLP.
1.172    U.S. Trustee means the United States Trustee for the Southern District of New York.
1.173    Voting Agent means Prime Clerk LLC, the Debtors’ voting agent.
1.174    Voting Deadline means the date set by the Bankruptcy Court by which all completed Ballots must be received.
INTERPRETATION; APPLICATION OF DEFINITIONS AND RULES OF CONSTRUCTION.
For purposes herein: (a) the words “herein,” “hereof,” “hereto,” “hereunder,” and other words of similar import refer to the Plan as a whole and not to any particular section, subsection, or clause contained therein, (b) in the appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender, (c) except as otherwise provided, any reference herein to a contract, lease, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and conditions means that the referenced document shall be substantially in that form or substantially on those terms and conditions, (d) the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, and shall be deemed to be followed by the words “without limitation,” (e) a term used herein that is not defined herein shall have the 


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meaning assigned to that term in the Bankruptcy Code, (f) the rules of construction contained in section 102 of the Bankruptcy Code shall apply to the Plan, (g) the headings in the Plan are for convenience of reference only and shall not limit or otherwise affect the provisions hereof, (h) in the event that a particular term of the Plan (including any exhibits or schedules hereto) conflicts with a particular term of the definitive documentation required to be implemented pursuant to the terms of the Plan or any settlement or other agreement contemplated hereunder, the definitive documentation shall control and shall be binding on the parties thereto, (i) except as otherwise provided, any reference herein to an existing document or exhibit having been filed or to be filed shall mean that document or exhibit, as it may thereafter be amended, restated, supplemented, or otherwise modified in accordance with the terms of the Plan, (j) any effectuating provisions may be interpreted by LegacyCo, New Permian Corp., New Permian LLC or the other Reorganized Debtors in a manner consistent with the overall purpose and intent of the Plan, all without further notice to or action, order, or approval of the court or any other entity, and such interpretation shall control in all respects, (k) except as otherwise provided, any reference to the Effective Date shall mean the Effective Date or as soon as reasonably practicable thereafter, and (l) any docket number references in the Plan shall refer to the docket number of any document filed with the Bankruptcy Court in the Chapter 11 Cases.
CERTAIN CONSENT RIGHTS.
Notwithstanding anything in the Plan to the contrary, any and all consent rights of the Consenting Creditors (as defined in the Restructuring Support Agreement) set forth in the Restructuring Support Agreement with respect to the form and substance of this Plan, the Plan Supplement, the Plan Documents, and any other Restructuring Document (as defined in the Restructuring Support Agreement), including any amendments, restatements, supplements, or other modifications to such documents, and any consents, waivers, or other deviations under or from any such documents, shall be incorporated herein by this reference (including to the applicable definitions in Article I hereof) and fully enforceable as if stated in full herein until such time as the Restructuring Support Agreement is terminated in accordance with its terms.
ARTICLE II.
ADMINISTRATIVE EXPENSES AND PRIORITY TAX CLAIMS
2.1    Administrative Expenses.  Except as specified in Section 2.2, unless LegacyCo and a holder of an Allowed Administrative Expense against any of the Debtors agree to a different treatment of such Administrative Expense, on the Effective Date, each holder of an Allowed Administrative Expense shall receive, in full satisfaction of such Allowed Administrative Expense, an amount in Cash equal to the Allowed amount of such Administrative Expense; provided, that Allowed Administrative Expenses against any of the Debtors representing liabilities incurred in the ordinary course by the Debtors, as debtors in possession, or liabilities arising under loans or 


26





advances to or other obligations incurred by any of the Debtors, as debtors in possession, whether or not incurred in the ordinary course, shall be paid by the Reorganized Debtors (other than New Permian Corp. and New Permian LLC) in the ordinary course, consistent with past practice and in accordance with the terms and subject to the conditions of any agreements governing, instruments evidencing, or other documents relating to such transactions.
2.2    Professional Fee Claims.  
(a)    All final requests for payment of Professional Fee Claims, including the Professional Fee Claims incurred during the period from the Petition Date through the Effective Date, must be filed and served on the Reorganized Debtors (other than New Permian Corp. and New Permian LLC) no later than thirty (30) days after the Effective Date.  All such final requests will be subject to approval by the Bankruptcy Court after notice and a hearing in accordance with the procedures established by the Bankruptcy Code and prior orders of the Bankruptcy Court in the Chapter 11 Cases, and once approved by the Bankruptcy Court, promptly paid in full in Cash from the Professional Fee Escrow Account up to its full Allowed amount.  If the Professional Fee Escrow Account is insufficient to fund the full Allowed amounts of Professional Fee Claims, remaining unpaid Allowed Professional Fee Claims will be allocated among and paid in full in Cash directly by the Reorganized Debtors (other than New Permian Corp. and New Permian LLC).
(b)    Prior to the Effective Date, the Debtors shall establish and fund the Professional Fee Escrow Account with Cash equal to the Professional Fee Reserve Amount.  The Professional Fee Escrow Account shall be maintained in trust solely for the Professionals, and shall be treated as a grantor trust pursuant to Treasury Regulation section 1.671-4(a) for U.S. federal income tax purposes (with the Professionals as the grantors thereof).  Such funds shall not be considered property of the estates of the Debtors or the Reorganized Debtors.  The amount of Professional Fee Claims owing to the Professionals shall be paid in Cash to such Professionals by the Reorganized Debtors (other than New Permian Corp. and New Permian LLC) from the Professional Fee Escrow Account as soon as reasonably practicable after such Professional Fee Claims are Allowed by a Final Order.  When all such Allowed amounts owing to Professionals have been paid in full, any remaining amount in the Professional Fee Escrow Account shall promptly be paid to the Reorganized Debtors (other than New Permian Corp. and New Permian LLC), without any further action or order of the Bankruptcy Court.  
(c)    Professionals shall estimate their unpaid Professional Fee Claims incurred in rendering services to the Debtors or their estates before and as of the Effective Date and shall deliver such estimate to the attorneys for the Debtors and attorneys for the Second Lien Group no later than ten (10) Business Days before the Effective Date; provided, that such estimate shall not be deemed to limit the amount of the fees and expenses that are the subject of the Professional’s final request for payment of filed Professional Fee Claims.  If a Professional does not provide an estimate, the Debtors or Reorganized Debtors (other than New Permian Corp. and New Permian LLC) shall 


27





estimate the unpaid and unbilled fees and expenses of such Professional in order for such Professional to be entitled to payment from the Professional Fee Escrow Account.  The total amount estimated pursuant to this Section shall comprise the Professional Fee Reserve Amount and such estimate shall be provided to the attorneys for the Debtors and attorneys for the Second Lien Group no later than five (5) Business Days before the Effective Date.  The Professional Fee Reserve Amount, as well as the return of any excess funds in the Professional Fee Escrow Account after all Allowed Professional Fee Claims have been paid in full, shall be allocated to the applicable Debtor for whose benefit such Professional Fees Claims were incurred.
(d)    Except as otherwise specifically provided in the Plan, from and after the Confirmation Date, the Debtors shall, in the ordinary course of business and without any further notice to or action, order, or approval of the Bankruptcy Court, pay in Cash the reasonable and documented legal, professional, or other fees and expenses incurred by the Debtors.  Upon the Confirmation Date, any requirement that Professionals comply with sections 327 through 331 and 1103 of the Bankruptcy Code in seeking retention or compensation for services rendered after such date shall terminate, and the Reorganized Debtors may employ and pay any Professional in the ordinary course of business without any further notice to or action, order, or approval of the Bankruptcy Court.
2.3    DIP Facility Claims.  In full and final satisfaction, settlement, release, and discharge of, and in exchange for, the Allowed DIP Facility Claims (subject to the last sentence of this Section 2.3), such Allowed DIP Facility Claims shall be paid in full in Cash by the Debtors on the Effective Date equal to the Allowed amount of such DIP Facility Claims and all commitments under the DIP Facility Documents shall terminate.  Upon the indefeasible payment or satisfaction in full in Cash of the DIP Facility Claims (other than any DIP Facility Claims based on the Debtors’ contingent obligations under the DIP Facility Documents for which no claim has been made) in accordance with the terms of this Plan, on the Effective Date, all Liens granted to secure such obligations automatically shall be terminated and of no further force and effect.  The Debtors’ contingent or unliquidated obligations under the DIP Facility Documents, to the extent not indefeasibly paid in full in Cash on the Effective Date or otherwise satisfied by the Debtors in a manner acceptable to the DIP Facility Agent, any affected DIP Facility Lender, or any other holder of a DIP Facility Claim, as applicable, shall survive the Effective Date and shall not be released or discharged pursuant to this Plan or Confirmation Order, notwithstanding any provision hereof or thereof to the contrary.
2.4    Priority Tax Claims.  Except to the extent that LegacyCo and a holder of an Allowed Priority Tax Claim against any of the Debtors agree to a different treatment of such Claim, each holder of an Allowed Priority Tax Claim shall receive, at the option of the Debtors or Reorganized Debtors (other than New Permian Corp. and New Permian LLC), as applicable, with the consent of the Requisite Consenting Second Lien Creditors, (a) Cash in an amount equal to such Allowed Priority Tax Claim on the Effective Date, or (b) Cash, in equal semi-annual installments commencing on the first (1st) Business Day following the Effective Date (or as soon thereafter as is reasonably 


28





practicable after such Claim becomes an Allowed Priority Tax Claim) and continuing over a period not exceeding five (5) years from and after the Petition Date, together with interest accrued thereon at the applicable nonbankruptcy rate, which as to any Allowed Priority Tax Claim of the Internal Revenue Service on behalf of the United States shall be the applicable rate specified by the Tax Code, as of the Confirmation Date, applied pursuant to section 511 of the Bankruptcy Code, subject to the sole option of the Reorganized Debtors (other than New Permian Corp. and New Permian LLC) to prepay the entire amount of the Allowed Priority Tax Claim.  All Allowed Priority Tax Claims against any of the Debtors that are not due and payable on or before the Effective Date shall be paid in the ordinary course as such obligations become due.
ARTICLE III.
CLASSIFICATION OF CLAIMS AND INTERESTS
3.1    Formation of Debtor Groups for Convenience Only.  This Plan groups the Debtors together solely for the purpose of describing treatment under this Plan, confirmation of this Plan, and making distributions under this Plan in respect of Claims against and Interests in the Debtors under this Plan.  Such groupings shall not affect any Debtor’s status as a separate legal entity, change the organizational structure of the Debtors’ business enterprise, constitute a change of control of any Debtor for any purpose, cause a merger or consolidation of any legal entities, or cause the transfer of any assets; and, except as otherwise provided by or permitted under this Plan, all Debtors shall continue to exist as separate legal entities.
3.2    Classification of Claims and Interests.  
(a)    The Plan constitutes a separate chapter 11 plan of reorganization for each Debtor, each of which shall include the classifications set forth below.
(b)    A Claim or Interest is classified in a particular Class only to the extent that the Claim or Interest qualifies within the description of that Class and is classified in other Classes to the extent that any portion of the Claim or Interest qualifies within the description of such other Classes.
(c)    The following table designates the Classes of Claims against and Interests in the Debtors and specifies which of those Classes are (i) impaired or unimpaired by this Plan, (ii) entitled to vote to accept or reject the Plan in accordance with section 1126 of the Bankruptcy Code, and (iii) deemed to reject this Plan.  The Debtors reserve the right to assert that the treatment provided to holders of Claims and Interests pursuant to Article III of the Plan renders such holders not “impaired” (within the meaning of such term in section 1124 of the Bankruptcy Code).


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	Class
	Designation
	Impairment
	Entitled
to Vote

	 
	 
	 
	 

	Class 1
	Priority Non-Tax Claims
	Unimpaired
	No (deemed to accept)

	Class 2
	Other Secured Claims
	Unimpaired
	No (deemed to accept)

	Class 3
	Revolving Credit Facility Claims
	Impaired
	Yes

	Class 4
	Secured Notes Claims
	Impaired
	Yes

	Class 5
	Unsecured Notes Claims
	Impaired
	Yes

	Class 6
	General Unsecured Claims
	Impaired
	Yes

	Class 7A
	Ongoing Trade Claims of LegacyCo
	Unimpaired
	No (deemed to accept)

	Class 7B
	Ongoing Trade Claims of New Permian Corp.
	Unimpaired
	No (deemed to accept)

	Class 8
	Intercompany Claims
	Unimpaired
	No (deemed to accept) 

	Class 9
	Subordinated Claims
	Impaired 
	No (deemed to reject)

	Class 10
	Intercompany Interests
	Unimpaired
	No (deemed to accept)

	Class 11
	Existing BBEP Equity Interests
	Impaired
	No (deemed to reject)




3.3    Separate Classification of Other Secured Claims.  Although all Other Secured Claims have been placed in one Class for purposes of nomenclature within this Plan, each Other Secured Claim, to the extent secured by a Lien on Collateral different from the Collateral securing another Other Secured Claim, shall be treated as being in a separate sub-Class for the purposes of receiving distributions under this Plan.
3.4    Nonconsensual Confirmation.  In the event any impaired Class of Claims entitled to vote on the Plan does not accept the Plan by the requisite statutory majority under section 1126(c) of the Bankruptcy Code, then the Debtors reserve the right to undertake to have the Bankruptcy Court confirm the Plan under section 1129(b) of the Bankruptcy Code.
3.5    Debtors’ Rights in Respect of Unimpaired Claims.  Except as otherwise provided in this Plan, nothing under this Plan shall affect the rights of the Reorganized Debtors in respect of any Claim that is not “impaired” (within the meaning of such term in section 1124 of the Bankruptcy Code), including all rights in respect of legal and equitable defenses to, or setoffs or recoupments against, any such Claim.
ARTICLE IV.
TREATMENT OF CLAIMS AND INTERESTS
4.1    Class 1 - Priority Non-Tax Claims.  Except to the extent that a holder of an Allowed Priority Non-Tax Claim agrees to a different treatment of such Claim, which different treatment shall be acceptable to the Requisite Consenting Second Lien Creditors, on the Effective Date, each holder of an Allowed Priority Non-Tax Claim against any of the Debtors shall receive, in full satisfaction of such Claim, at the option of the Debtors, with the consent of the Requisite Consenting Second Lien Creditors:  (a) Cash in an amount equal to the Allowed amount of such Claim, or (b) other treatment consistent with section 1129(a)(9) of the Bankruptcy Code; provided, that Priority Non-


30





Tax Claims that arise in the ordinary course of the Debtors’ business, shall be paid in the ordinary course of business, and in accordance with the terms and subject to the conditions of any orders or agreements governing, instruments evidencing, or other documents relating to such transactions without further action by the holders of such Priority Non-Tax Claims or further approval by the Bankruptcy Court.
4.2    Class 2 - Other Secured Claims.  Except to the extent that a holder of an Allowed Other Secured Claim agrees to a different treatment of such Claim, which different treatment shall be acceptable to the Requisite Consenting Second Lien Creditors and, to the extent that such different treatment adversely affects the Exit Facility, the Exit Facility Agent, each holder of an Allowed Other Secured Claim against any of the Debtors shall receive, at the option of the Debtors, with the consent of the Requisite Consenting Second Lien Creditors and, to the extent that such treatment adversely affects the Exit Facility, the Exit Facility Agent, and in full satisfaction of such Claim, either (a) Cash in an amount equal to one hundred percent (100%) of the unpaid amount of such Allowed Other Secured Claim, (b) the proceeds of the sale or disposition of the Collateral securing such Allowed Other Secured Claim, net of the costs of disposition of such Collateral, (c) the Collateral securing such Allowed Other Secured Claim, (d) such treatment that leaves unaltered the legal, equitable, and contractual rights to which the holder of such Allowed Other Secured Claim is entitled, or (e) such other distribution as necessary to satisfy the requirements of section 1124 of the Bankruptcy Code.  In the event an Other Secured Claim against any of the Debtors is treated under clause (a) or (b) of this Section, the liens securing such Other Secured Claim shall be deemed released immediately upon payment of the Cash or proceeds as provided in such clauses.
4.3    Class 3 - Revolving Credit Facility Claims.  The Revolving Credit Facility Claims shall be deemed Allowed in the amount of $747,316,435.62 with respect to principal and two interest rate derivative obligations plus such amounts as may be owing for any other outstanding “Obligations” (as such term is defined in the Revolving Credit Agreement) thereunder, including any accrued or hereafter accruing and unpaid interest thereon and any additional amounts, charges, fees and expenses (including any attorneys’, accountants’, appraisers’ and financial advisors’ fees and expenses that are chargeable or reimbursable under the Revolving Credit Documents) now or hereafter due under the Revolving Credit Documents (collectively, the “Allowed Revolving Credit Facility Claims”).
(a)    Each holder of an Allowed Revolving Credit Facility Claim shall receive, on the Effective Date, in full and final satisfaction thereof:  (i) Cash in an amount equal to such holders’ Pro Rata share of the Allowed Revolving Credit Facility Claims minus the original principal amount of the Exit Facility on the Effective Date, $400 million, and (ii) such holder’s Pro Rata share of the Exit Facility; provided, that all Revolving Credit Facility Claims arising under any “Lender Derivative Contract” (as such term is defined in the Revolving Credit Agreement) shall be indefeasibly paid in full in Cash and shall not be included in the distributions or calculation of Pro Rata share in the immediately preceding clauses (i) and (ii).


31





(b)    Each holder of an Allowed Revolving Credit Facility Claim shall also have the right pursuant to the Revolver Option and the Revolver Option Procedures to convert all (but not less than all) of its amount of the Exit Facility received pursuant to Section 4.3(a)(ii) to an equal amount of a revolving credit facility as provided in the Exit Facility Term Sheet and the Exit Facility Documents.
(c)    LegacyCo shall pay in full in Cash (other than as provided in Section 4.3(a)(ii) above) all amounts payable with respect to the Revolving Credit Documents as provided in the DIP Facility Order.
4.4    Class 4 - Secured Notes Claim.
(a)    The Secured Notes Claims shall be deemed Allowed solely for purposes of this Plan in the aggregate amount of $793,300,000, plus accrued unpaid pre and postpetition default interest on all outstanding obligations, costs, fees, indemnities, and all other obligations payable under the Secured Notes Indenture.  
(b)    On the Effective Date, each holder of an Allowed Secured Notes Claim that is a Certified Holder shall receive, in accordance with the Restructuring Transactions, in full satisfaction of such Claim, its Pro Rata share of 92.5% of the LegacyCo Units, which may be subject to dilution by the LegacyCo Management Incentive Plan.  
4.5    Class 5 - Unsecured Notes Claims.  
(a)    The 7.875% Unsecured Notes Claims shall be deemed Allowed in the aggregate principal amount outstanding as of the Petition Date plus all accrued and unpaid interest owed as of the Petition Date.  The 8.625% Unsecured Notes Claims shall be deemed Allowed in the aggregate principal amount outstanding as of the Petition Date plus all accrued and unpaid interest owed as of the Petition Date.
(b)    Each holder of an Allowed Unsecured Notes Claim that is an Eligible Offeree as of the Rights Offering Record Date, shall receive, in accordance with the Rights Offering and the Rights Offering Procedures, in full satisfaction of such Claim, the right to participate in the Rights Offering; provided that, any Eligible Offeree that is not a Backstop Party and has elected to participate in the Rights Offering on or before December 13, 2017 in accordance with the Early Election Procedures, will receive on the Effective Date their Pro Rata share (based on the respective Backstop Commitment Amounts (which includes the amounts committed in the Minimum Allocation Rights and the Rights Offering) of the Backstop Parties and the respective subscription amounts as to the rights exercised by Eligible Offerees by December 13, 2017) of the Put Option Premium.  Any holder of an Allowed Unsecured Notes Claim that is an Eligible Offeree and elects not to participate in the Rights Offering shall receive no distribution whatsoever on account of its Allowed Unsecured Notes Claim; provided, that, if the Plan is subsequently amended at any time to provide for a consensual distribution to holders of Existing BBEP Equity Interests, then such holders shall receive


32





a distribution in the amount agreed upon among the Debtors, the Requisite Consenting Second Lien Creditors, the Requisite Commitment Parties, and the Creditors’ Committee that is no less favorable than any distribution to holders of Existing BBEP Equity Interests.
(c)    Each holder of an Allowed Unsecured Notes Claim as of the Rights Offering Record Date that certifies, to the reasonable satisfaction of the Debtors in consultation with the Requisite Commitment Parties and the Creditors’ Committee, and subject to the rights of the Requisite Commitment Parties under Section 7.D of the Rights Offering Procedures, that it is not an Eligible Offeree shall receive through the AUNC Trust (as defined in Section 6.20) a number of shares of New Permian Corp. Shares having a value, based on the Permian Stock Value, equal to 4.5% of its Allowed Unsecured Notes Claim (a “Receiving AUNC Holder”).  Notwithstanding the foregoing, any Receiving AUNC Holder shall have the option to elect on the Ballot to receive instead Cash in the amount of 4.5% of its Allowed Unsecured Notes Claim with respect to any Senior Unsecured Notes held by it that have been held only by an Entity that is not an Eligible Offeree during the period from and after the Rights Offering Record Date through the Effective Date; provided, that,  the sum of (i) the aggregate value of New Permian Corp. Shares distributed to the Receiving AUNC Holders and (ii) the aggregate amount of Cash distributed to those Receiving AUNC Holders electing to receive Cash as provided in this Section 4.5(c), shall not exceed $5,422,265 (the, “AUNC Cap”), and to the extent that the AUNC Cap would otherwise be exceeded by the distribution to those receiving New Permian Corp. Shares and Cash as provided in this Section 4.5(c) each shall be reduced ratably so as to eliminate such excess.
(d)    In addition to the foregoing, there shall be a Cash distribution on the Initial Distribution Date to Class 5 (the “Additional Cash Distribution”) in an  amount equal to the Unsecured Notes Indenture Trustee’s reasonable and documented fees and expenses incurred in connection with the Chapter 11 Cases, not to exceed $1,050,000; provided, further, that (i) the Unsecured Notes Indenture Trustee shall be entitled to exercise its charging lien solely against such Additional Cash Distribution, (ii) the Unsecured Notes Indenture Trustee shall, fifteen (15) days prior to the Confirmation Hearing, deliver to the attorneys for the Debtors, the Unsecured Senior Notes Groups, the Second Lien Group, and the Creditors’ Committee (the “Reviewing Parties”) invoices (including an estimate of fees to be incurred thereafter through the Effective Date) which sets forth and documents the reasonable fees and expenses of the Unsecured Notes Indenture Trustee and its counsel and agents, which invoices may be redacted to preserve privilege and/or confidentiality, (iii) after delivery of the invoices, the Reviewing Parties shall have five (5) Business Days to review such invoices and raise any objection, in writing, to the reasonableness of the fees and expenses, and (iv) if the Unsecured Notes Indenture Trustee and the Reviewing Parties are unable to resolve such an objection on a consensual basis within five (5) Business Days after such written objection has been submitted to the Unsecured Notes Indenture Trustee, then one or more of the Reviewing Parties may file with the Court such objection and the Court shall adjudicate the matter at the Confirmation Hearing; provided, further, that if the 


33





Additional Cash Distribution is less than $1,050,000 (for any reason), such excess Cash shall be retained by LegacyCo.  Under no circumstances shall the aggregate amount of the fees and expenses sought by the Unsecured Notes Indenture Trustee exceed $1,050,000.
(e)    For the avoidance of doubt, holders of Class 5 Unsecured Notes Claims shall not have any right to receive (or elect to receive) any recovery provided for Class 6 General Unsecured Claims in the Plan.
Any New Permian Corp. Shares issued to a Receiving AUNC Holder shall be issued to the AUNC Trust (as defined in Section 6.20 of the Plan).  New Permian Corp. Shares issued pursuant to Section 4.5(c) of the Plan shall dilute all other New Permian Corp. Shares issued pursuant to the Plan, but are subject to dilution from any New Permian Corp. Shares issued on (other than pursuant to the Plan) or after the Effective Date, including pursuant to any New Permian Corp. Management Incentive Plan or similar arrangement.
4.6    Class 6 - General Unsecured Claims.  Except to the extent a holder of an Allowed General Unsecured Claim and the Debtors or the Reorganized Debtors, as applicable, agree to less favorable treatment, each holder of an Allowed General Unsecured Claim shall receive, on the Initial Distribution Date and Final Distribution Date, as applicable, in full satisfaction of such Claim, its Pro Rata share of the GUC Cash Pool (such Pro Rata Share to be calculated taking into account any Claims in Class 6 that receive New Permian Corp. Shares as provided below); provided, that, any holder of an Allowed General Unsecured Claim in Class 6 with an Allowed Claim equal to or more than $1 million who is able to hold New Permian Corp. Shares through the facilities of DTC shall have the right to elect on its Ballot to receive on the Initial Distribution Date and Final Distribution Date a distribution of New Permian Corp. Shares through DTC having a value, based on the Permian Stock Value, equal to 4.5% of its Allowed General Unsecured Claim (any such electing holder, a “Receiving GUC Holder”); provided, further, that the aggregate amount of such New Permian Corp. Shares distributed to Receiving GUC Holders shall not exceed in the aggregate New Permian Corp. Shares having a Permian Stock Value of $817,240 (the “GUC Stock Cap”).  To the extent that the New Permian Corp. Shares that would otherwise be issued under this Section 4.6 of the Plan exceeds the GUC Stock Cap, the distribution to those receiving New Permian Corp. Shares under this Section 4.6 shall be reduced ratably so as to eliminate such excess.  The amount of Cash from the GUC Cash Pool that otherwise would have been distributed to any such holder of a General Unsecured Claim that elects to receive New Permian Corp. Shares shall be distributed to New Permian Corp.
Any New Permian Corp. Shares issued to holders of Allowed General Unsecured Claims shall be issued through DTC.  New Permian Corp. Shares issued pursuant to Section 4.6 of the Plan shall dilute all other New Permian Corp. Shares issued pursuant to the Plan, but are subject to dilution from any New Permian Corp. Shares issued on (other than pursuant to the Plan) or after the Effective Date, including pursuant to any New Permian Corp. Management Incentive Plan or similar arrangement.


34





4.7    Class 7A - Ongoing Trade Claims of LegacyCo. 
(a)    Except to the extent that a holder of an Allowed Ongoing Trade Claim of LegacyCo and the Debtors or Reorganized Debtors (other than New Permian Corp. and New Permian LLC), as applicable, with the consent of the Requisite Consenting Second Lien Creditors, agree to less favorable treatment, each holder of an Allowed Ongoing Trade Claim of LegacyCo shall receive Cash from the Rights Offering Proceeds and Minimum Allocation Rights Proceeds, in an amount equal to such Allowed Ongoing Trade Claim of LegacyCo on the Effective Date. 
(b)    To the extent that an Ongoing Trade Claim of LegacyCo: (i) will benefit New Permian Corp. post-Effective Date or benefits Permian Assets (whether before or after the Effective Date) and (ii) will benefit LegacyCo or benefits Legacy Assets (whether before or after the Effective Date), such Ongoing Trade Claim of LegacyCo shall be paid its Cash distribution as a Class 7A Claim and New Permian Corp. shall reimburse LegacyCo for its pro rata share of all such amounts pursuant to the terms of the Transition Services Agreement.
4.8    Class 7B - Ongoing Trade Claims of New Permian Corp.  Except to the extent that a holder of an Allowed Ongoing Trade Claim of New Permian Corp. and New Permian Corp. with the consent of the Requisite Commitment Parties, agree to less favorable treatment, each holder of an Allowed Ongoing Trade Claim of New Permian Corp. shall receive Cash, payable from the Rights Offering Proceeds and Minimum Allocation Rights Proceeds in an amount equal to such Allowed Ongoing Trade Claim of New Permian Corp. on the Effective Date.
4.9    Class 8 - Intercompany Claims.  All Allowed Intercompany Claims shall either be (i) canceled (or otherwise eliminated) and receive no distribution under the Plan or (ii) Reinstated, in each case as determined by the Debtors or the Reorganized Debtors (other than New Permian Corp. and New Permian LLC), as applicable, with the consent of the Requisite Consenting Second Lien Creditors.
4.10    Class 9 - Subordinated Claims.  Subordinated Claims are subordinated pursuant to this Plan and section 510 of the Bankruptcy Code.  The holders of Subordinated Claims shall not receive or retain any property under this Plan on account of such Claims, and the obligations of the Debtors and the Reorganized Debtors on account of Subordinated Claims shall be discharged.
4.11    Class 10 - Intercompany Interests.  All Allowed Intercompany Interests shall either be (i) canceled (or otherwise eliminated) and receive no distribution under the Plan or (ii) Reinstated, in each case as determined by the Debtors or the Reorganized Debtors (other than New Permian Corp. and New Permian LLC), as applicable, with the consent of the Requisite Consenting Second Lien Creditors.
4.12    Class 11 - Existing BBEP Equity Interests.  On the Effective Date, all Existing BBEP Equity Interests shall be canceled without further action by or order of the Bankruptcy Court and all holders of Existing BBEP Equity Interests shall not receive or retain any property under this Plan.


35





ARTICLE V.
PROVISIONS GOVERNING DISTRIBUTIONS
5.1    Distributions Generally.  The Disbursing Agent shall make all distributions to the appropriate holders of Allowed Claims in accordance with the terms of this Plan.
5.2    Plan Funding.  Distributions of Cash shall be funded from the Rights Offering Proceeds and Minimum Allocation Rights Proceeds or the Debtors’ or the Reorganized Debtors’ Cash on hand, as applicable, as of the applicable date of such distribution as set forth herein.  
5.3    No Postpetition or Default Interest on Claims.  Except as otherwise specifically provided for in this Plan or the Confirmation Order, or another order of the Bankruptcy Court or required by the Bankruptcy Code, postpetition and/or default interest shall not accrue or be paid on any Claims, and no holder of a Claim shall be entitled to interest accruing on such Claim on or after the Petition Date; provided, that this Section 5.3 shall not apply to the Secured Notes Claims.  
5.4    Date of Distributions.  Unless otherwise provided in this Plan, any distributions and deliveries to be made under this Plan shall be made on the Effective Date; provided, that the Reorganized Debtors (other than New Permian Corp. and New Permian LLC) may implement periodic distribution dates to the extent they determine them to be appropriate.
5.5    Distribution Record Date.  As of the close of business on the Distribution Record Date, the various lists of holders of Claims in each Class, as maintained by the Debtors or their agents, shall be deemed closed, and there shall be no further changes in the record holders of any Claims after the Distribution Record Date.  None of the Debtors, the Reorganized Debtors, or the Disbursing Agent shall have any obligation to recognize any transfer of a Claim occurring after the close of business on the Distribution Record Date.  In addition, with respect to payment of any Cure Amounts or disputes over any Cure Amounts, none of the Debtors, the Reorganized Debtors, or the Disbursing Agent shall have any obligation to recognize or deal with any party other than the non-Debtor party to the applicable executory contract or unexpired lease, even if such non-Debtor party has sold, assigned, or otherwise transferred its Claim for a Cure Amount.
5.6    Disbursing Agent.  All distributions under this Plan shall be made by the Disbursing Agent, on behalf of the applicable Debtor (unless otherwise provided herein), on and after the Effective Date as provided herein.  The Disbursing Agent shall not be required to give any bond or surety or other security for the performance of its 


36





duties.  The Reorganized Debtors shall use all commercially reasonable efforts to provide the Disbursing Agent (if other than the Reorganized Debtors) with the amounts of Claims and the identities and addresses of holders of Claims, in each case, as set forth in the Debtors’ or Reorganized Debtors’ books and records.  The Reorganized Debtors shall cooperate in good faith with the Disbursing Agent (if other than the Reorganized Debtors) to comply with the reporting and withholding requirements outlined in Section 5.17 of this Plan.
5.7    Delivery of Distributions.  
(a)    The Disbursing Agent will make the applicable distribution under this Plan and, subject to Bankruptcy Rule 9010, will make all distributions to any holder of an Allowed Claim as and when required by this Plan at:  (i) the address of such holder on the books and records of the Debtors or their agents; or (ii) at the address in any written notice of address change delivered to the Debtors or the Disbursing Agent, including any addresses included on any transfers of Claim filed pursuant to Bankruptcy Rule 3001.  In the event that any distribution to any holder is returned as undeliverable, no distribution or payment to such holder shall be made unless and until the Disbursing Agent has been notified of the then current address of such holder, at which time or as soon thereafter as reasonably practicable, such distribution shall be made to such holder without interest.  Neither the Unsecured Notes Indenture Trustee nor the Secured Notes Indenture Trustee shall incur any liability on account of the making of any distribution under the Plan except for gross negligence or willful misconduct.
(b)    Except as otherwise provided in the Plan, all distributions to Holders of Secured Notes Claims shall be made by the Reorganized Debtors (other than New Permian Corp. and New Permian LLC) to the Holders of Secured Notes Claims of record as of the Distribution Record Date.
(c)    The Disbursing Agent, with the Unsecured Notes Indenture Trustee’s cooperation, shall make the distributions, if any, on account of the Class 5 Claims, provided that the Unsecured Notes Indenture Trustee’s Charging Lien shall not attach to any property to be distributed by the Unsecured Notes Indenture Trustee or in respect of the Unsecured Notes Claims, except as expressly provided in Section 4.5(d) of the Plan.  The Unsecured Notes Indenture Trustee shall have no duties or responsibility relating to any form of distribution that is not DTC eligible and the Disbursing Agent, the Debtors or the Reorganized Debtors, as applicable, shall seek the cooperation of DTC so that any distribution on account of an Allowed Unsecured Notes Claim that is held in the name of, or by a nominee of, DTC, shall be made through the facilities of DTC on the Effective Date or as soon as practicable thereafter.  The Reorganized Debtors (other than New Permian Corp. and New Permian LLC) shall reimburse the Unsecured Notes Indenture Trustee for any reasonable and documented fees and expenses (including the reasonable and documented fees and expenses of its counsel and agents) incurred after the Effective Date solely in connection with actions explicitly requested by the Reorganized Debtors (other than New Permian Corp. and New Permian LLC) necessary for implementation of the Plan; provided, that, for the avoidance of doubt, nothing in the


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Plan or Confirmation Order shall be considered or construed as an explicit request by the Reorganized Debtors authorizing the incurrence of fees and expenses by the Unsecured Notes Indenture Trustee.  
5.8    Unclaimed Property.  One year from the later of (a) the Effective Date and (b) the date that is ten (10) Business Days after the date a Claim is first Allowed, all distributions payable on account of Claims that are not deliverable, or have not responded to a request for information to make such delivery, and remain unclaimed shall be deemed unclaimed property under section 347(b) of the Bankruptcy Code and shall revert to the Reorganized Debtors (other than New Permian Corp. and New Permian LLC) or their successors or assigns, and all claims of any other Entity (including the holder of a Claim in the same Class) to such distribution shall be discharged and forever barred.  The Reorganized Debtors and the Disbursing Agent shall have no obligation to attempt to locate any holder of an Allowed Claim other than by reviewing the Debtors’ books and records and filings with the Bankruptcy Court.  
5.9    Satisfaction of Claims.  Unless otherwise provided herein, any distributions and deliveries to be made on account of Allowed Claims under this Plan shall be in complete and final satisfaction, settlement, and discharge of and exchange for such Allowed Claims.
5.10    Manner of Payment under Plan.  Except as specifically provided herein, at the option of the Reorganized Debtors, any Cash payment to be made under this Plan may be made by a check or wire transfer.
5.11    Fractional Shares and De Minimis Cash Distributions.
(a)    No fractional New Permian Corp. Shares or LegacyCo Units shall be distributed.  When any distribution would otherwise result in the issuance of a number of New Permian Corp. Shares or LegacyCo Units that is not a whole number, the New Permian Corp. Shares or LegacyCo Units subject to such distribution shall be rounded to the next higher or lower whole number as follows:  (a) fractions equal to or greater than 1/2 shall be rounded to the next higher whole number; and (b) fractions less than 1/2 shall be rounded to the next lower whole number.  The total number of New Permian Corp. Shares or LegacyCo Units to be distributed on account of Allowed Claims will be adjusted as necessary to account for the rounding provided for herein.  No consideration will be provided in lieu of New Permian Corp. Shares or LegacyCo Units that are rounded down.
(b)    None of the Reorganized Debtors or the Disbursing Agent shall have any obligation to make a distribution that is less than one (1) New Permian Corp. Share, (1) LegacyCo Unit, or Fifty Dollars ($50.00) in Cash.
5.12    No Distribution in Excess of Amount of Allowed Claim.  Notwithstanding anything to the contrary in this Plan, no holder of an Allowed Claim shall receive, on account of such Allowed Claim, distributions in excess of the Allowed 


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amount of such Claim, plus any postpetition interest on such Claim, except to the extent such interest is permitted by Section 5.3 of the Plan.
5.13    Allocation of Distributions Between Principal and Interest.  Except as otherwise required by law, consideration received in respect of an Allowed Claim shall be allocable first to the principal amount of the Claim (as determined for U.S. federal income tax purposes) and then, to the extent of any excess, to the remainder of the Claim, including any Claim for accrued but unpaid interest.
5.14    Exemption from Securities Laws.  The issuance of and the distribution under this Plan of (a) the LegacyCo Units issued pursuant to Section 4.4(b) of the Plan, and (b) the New Permian Corp. Shares (i) comprising the Put Option Premium and (ii) pursuant to Sections 4.5(c) or 4.6 of the Plan, shall be exempt from registration under the Securities Act and any other applicable securities laws to the fullest extent permitted by section 1145 of the Bankruptcy Code.  These Securities may be resold without registration under the Securities Act or other federal securities laws pursuant to the exemption provided by section 4(a)(1) of the Securities Act, unless the holder is an “underwriter” with respect to such Securities, as that term is defined in section 1145(b) of the Bankruptcy Code.  In addition, such section 1145 exempt Securities generally may be resold without registration under state securities laws pursuant to various exemptions provided by the respective laws of the several states.
The availability of the exemption under section 1145 of the Bankruptcy Code or any other applicable securities laws shall not be a condition to the occurrence of the Effective Date.
The issuance and sale, as applicable, of the New Permian Corp. Shares pursuant to the Rights Offering and to the Backstop Parties under the Backstop Commitment Agreement (including the New Permian Corp. Shares issued pursuant to the Minimum Allocation Rights) are being made in reliance on the exemption from registration set forth in section 4(a)(2) of the Securities Act and Regulation D thereunder.  Such Securities will be considered “restricted securities” and may not be transferred except pursuant to an effective registration statement or under an available exemption from the registration requirements of the Securities Act, such as, under certain conditions, the resale provisions of Rule 144 of the Securities Act.  
Should New Permian Corp. elect, on or after the Effective Date, for any portion of the ownership of the New Permian Corp. Shares to be held through the facilities of the DTC, New Permian Corp. shall not be required to provide any further evidence other than the Plan or Confirmation Order with respect to the treatment of such applicable portion of the New Permian Corp. Shares, and such Plan or Confirmation Order shall be deemed to be legal and binding obligations of the Reorganized Debtors in all respects.
The DTC shall be required to accept and conclusively rely upon the Plan and Confirmation Order in lieu of a legal opinion regarding whether the New Permian


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Corp. Shares are exempt from registration and/or eligible for DTC book-entry delivery, settlement, and depository services. 
Notwithstanding anything to the contrary in the Plan, no entity (including, for the avoidance of doubt, the DTC) may require a legal opinion regarding the validity of any transaction contemplated by the Plan, including, for the avoidance of doubt, whether the New Permian Corp. Shares are exempt from registration and/or eligible for DTC book entry delivery, settlement, and depository services.
5.15    Setoffs and Recoupments.  Each Debtor or Reorganized Debtor, as applicable, or such Entity’s designee, may, in consultation with the Second Lien Group, pursuant to section 553 of the Bankruptcy Code or applicable nonbankruptcy law, offset or recoup against any Allowed Claim (other than any Allowed Revolving Facility Claims, DIP Facility Claims, Allowed Secured Notes Claim or Allowed Unsecured Notes Claim) and the distributions to be made pursuant to this Plan on account of such Allowed Claim (other than distributions to be made to holders of Allowed Revolving Facility Claims, DIP Facility Claims, Allowed Secured Notes Claims, or Allowed Unsecured Notes Claims) any and all Claims, rights, and Causes of Action that such Debtor or Reorganized Debtor or its successors may hold against the holder of such Allowed Claim; provided, that neither the failure to effect a setoff or recoupment nor the allowance of any Claim hereunder will constitute a waiver or release by a Debtor or Reorganized Debtor or its successor of any Claims, rights, or Causes of Action that any such entity or it successor or assign may possess against such holder.
5.16    Rights and Powers of Disbursing Agent.  
(a)    The Disbursing Agent shall be empowered to:  (i) effect all actions and execute all agreements, instruments, and other documents necessary to perform its duties under this Plan; (ii) make all applicable distributions or payments provided for under this Plan; (iii) employ professionals to represent it with respect to its responsibilities; and (iv) exercise such other powers (A) as may be vested in the Disbursing Agent by order of the Bankruptcy Court (including any order issued after the Effective Date) or pursuant to this Plan or (B) as deemed by the Disbursing Agent to be necessary and proper to implement the provisions of this Plan.
(b)    To the extent the Disbursing Agent is an Entity other than a Debtor or Reorganized Debtor, except as otherwise ordered by the Bankruptcy Court and subject to the written agreement of LegacyCo, the amount of any reasonable fees and expenses incurred by the Disbursing Agent on or after the Effective Date (including taxes) and any reasonable compensation and expense reimbursement Claims (including for reasonable attorneys’ and other professional fees and expenses) made by the Disbursing Agent shall be paid in Cash by LegacyCo.


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5.17    Withholding and Reporting Requirements.
(a)    In connection with this Plan and all distributions made hereunder, the Reorganized Debtors and the Disbursing Agent shall comply with all applicable withholding and reporting requirements imposed by any federal, state, local, or foreign taxing authority, and all distributions under this Plan shall be subject to any such withholding or reporting requirements.  In the case of a non-Cash distribution that is subject to withholding, the distributing party may withhold an appropriate portion of such distributed property and sell such withheld property to generate Cash necessary to pay over the withholding tax.  Any amounts withheld pursuant to the preceding sentence shall be deemed to have been distributed to and received by the applicable recipient for all purposes of this Plan.
(b)    Notwithstanding the above, each holder of an Allowed Claim that is to receive a distribution under this Plan shall have the sole and exclusive responsibility for the satisfaction and payment of any tax obligations imposed on such holder by any federal, state, local, or foreign taxing authority, including income, withholding, and other tax obligations, on account of such distribution.  The Reorganized Debtors and the Disbursing Agent have the right, but not the obligation, to not make a distribution until such holder has made arrangements satisfactory to any issuing or disbursing party for payment of any such tax obligations.
(c)    The Reorganized Debtors and the Disbursing Agent may require, as a condition to receipt of a distribution, that the holder of an Allowed Claim provide any information necessary to allow the distributing party to comply with any such withholding and reporting requirements imposed by any federal, state, local, or foreign taxing authority.  If the Reorganized Debtors or the Disbursing Agent make such a request and the holder fails to comply before the date that is 180 days after the request is made, the amount of such distribution shall irrevocably revert to the applicable Reorganized Debtor and any Claim in respect of such distribution shall be discharged and forever barred from assertion against such Reorganized Debtor or its respective property.
ARTICLE VI.
MEANS FOR IMPLEMENTATION AND EXECUTION OF THE PLAN
6.1    General Settlement of Claims and Interests.  The Plan shall be deemed a motion to approve the good-faith compromise and settlement pursuant to which the Debtors and the holders of Claims against and/or Interests in the Debtors settle all Claims, Interests, and Causes of Action pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration for the classification, distributions, releases, and other benefits provided under the Plan, on the Effective Date, the provisions of the Plan shall constitute a good faith compromise and settlement of all Claims and Interests and controversies resolved pursuant to the Plan.  The Confirmation Order shall constitute the Court’s approval of the compromise, settlement, and release of all such Claims, Interests, and Causes of Action, as well as a finding by the Bankruptcy Court that 


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all such compromises, settlements, and releases are mutual and bi-directional and are in the best interests of the Debtors, their estates, and the holders of Claims, Interests, and Causes of Action, and is fair, equitable, and reasonable.  In accordance with the provisions of the Plan, pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, without any further notice to or action, order, or approval of the Bankruptcy Court, after the Effective Date, the Reorganized Debtors, as applicable, may compromise and settle all Claims and Causes of Action against, and Interests in, the Debtors and their estates.  The compromises, settlements, and releases described herein shall be deemed nonseverable from each other and from all other terms of the Plan.  Subject to Article V of the Plan, all distributions made to holders of Allowed Claims in any Class are intended to be and shall be final.
6.2    Continued Corporate Existence.
(a)    Except as otherwise provided in this Plan (including pursuant to the Restructuring Transactions), the Debtors (other than BBEP) shall continue to exist after the Effective Date as Reorganized Debtors in accordance with the applicable laws of the respective jurisdictions in which they are incorporated or organized and pursuant to the New Organizational Documents.  On or after the Effective Date, without prejudice to the rights of any party to a contract or other agreement with any Reorganized Debtor, each Reorganized Debtor may, in its sole discretion, take such action as permitted by applicable law and such Reorganized Debtor’s organizational documents, as such Reorganized Debtor may determine is reasonable and appropriate, including, causing:  (i) a Reorganized Debtor to be merged into another Reorganized Debtor or an affiliate of a Reorganized Debtor; (ii) a Reorganized Debtor to be dissolved; (iii) the legal name of a Reorganized Debtor to be changed; or (iv) the closure of a Reorganized Debtor’s Chapter 11 Case on the Effective Date or any time thereafter.
(b)    On the Effective Date, the Reorganized Debtors may take all actions as may be necessary or appropriate to effect any transaction described in, approved by, or necessary or appropriate to effectuate this Plan, including:  (i) the execution and delivery of appropriate agreements or other documents of merger, consolidation, restructuring, conversion, disposition, transfer, dissolution, or liquidation containing terms that are consistent with the terms of this Plan and the Plan Documents and that satisfy the requirements of applicable law and any other terms to which the applicable entities may agree; (ii) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of this Plan and having other terms to which the applicable parties agree; (iii) the filing of appropriate certificates or articles of incorporation and amendments thereto, reincorporation, merger, consolidation, conversion, or dissolution pursuant to applicable law; (iv) the Restructuring Transactions; and (v) all other actions that the applicable entities determine to be necessary or appropriate, including, making filings or recordings that may be required by applicable law.


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	6.3
	Authorization, Issuance, and Delivery of LegacyCo Units and New Permian Corp. Shares  


(a)    On and after the Effective Date, LegacyCo is authorized to issue, or cause to be issued, and shall issue the LegacyCo Units to BBEP in accordance with the LegacyCo Contribution Agreement for distribution and transfer in accordance with the terms of this Plan, the Exchange Agreement, and the Backstop Commitment Agreement without the need for any further corporate, limited liability company, or equity holder action. 
(b)    On the Effective Date, New Permian LLC is authorized to issue, or cause to be issued, and shall issue the New Permian LLC Equity to BBEP in accordance with the Permian Contribution Agreement, and BBEP is authorized to transfer the New Permian LLC Equity, in accordance with the terms of this Plan, the Exchange Agreement and the Backstop Commitment Agreement without the need for any further corporate, limited liability company, or equity holder action.
(c)    On the Effective Date, and in accordance with the Backstop Commitment Agreement, the Rights Offering Procedures, the Restructuring Term Sheet and this Plan, New Permian Corp. shall issue the New Permian Corp. Shares in accordance herewith and therewith.
6.4    Cancelation of Existing Securities and Agreements.  
(a)    Except for the purpose of enabling holders of Allowed Claims to receive a distribution under the Plan as provided herein and except as otherwise set forth in this Plan, the Plan Supplement or the Confirmation Order, on the Effective Date, all 7.875% Unsecured Notes and the 7.875% Unsecured Notes Indenture, all 8.625% Unsecured Notes and the 8.625% Unsecured Notes Indenture, all Secured Notes and the Secured Notes Indenture (in each case, only upon receipt of all the distributions set forth in this Plan on account of Unsecured Notes Claims or Secured Notes Claims, as applicable), and all agreements, instruments, and other documents evidencing any prepetition Claim or Existing BBEP Equity Interest and any rights of any holder in respect thereof shall be deemed canceled, discharged, and of no force or effect.  The holders of or parties to such canceled instruments, Securities, and other documentation will have no rights arising from or related to such instruments, Securities, or other documentation or the cancelation thereof, except the rights provided for pursuant to this Plan.  
(b)    The Unsecured Notes Indenture Trustee shall be released and discharged from all duties and responsibilities under the respective Unsecured Notes Indentures; provided, that notwithstanding the releases at Section 10.9 of the Plan, entry of the Confirmation Order or the occurrence of the Effective Date, each of the Unsecured Notes Indentures and any such Unsecured Notes Indenture or agreement that governs the rights of the holder of a Claim or Interest shall continue in effect to the extent necessary to:  (i) enforce the rights, Claims, and interests of the Unsecured Notes Indenture Trustee


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thereto vis-a-vis any parties other than the Released Parties; (ii) allow the holders of Allowed Unsecured Notes Claims, as applicable, to receive distributions under the Plan, to the extent provided for under the Plan; (iii) maintain and exercise the Unsecured Notes Indenture Trustee’s respective Charging Liens solely to the extent provided for in Section 4.5(d) of the Plan; (iv) appear to be heard in the Chapter 11 Cases or in any proceedings in this Court or any other court; (v) preserve any rights of the Unsecured Notes Indenture Trustee to payment of fees, expenses, and indemnification obligations from or on any money or property to be distributed in respect of the Allowed Unsecured Notes Claims; (vi) permit the Unsecured Notes Indenture Trustee to seek compensation and reimbursement of any reasonable and documented fees and expenses (including the reasonable and documented fees and expenses of its counsel and agents) incurred after the Effective Date in connection with the implementation of the Plan; and (vii) enforce any obligation owed to the Unsecured Notes Indenture Trustee under the Plan.
(c)    The Secured Notes Indenture Trustee shall be released from all duties under the Secured Notes Indenture; provided, that notwithstanding entry of the Confirmation Order or the occurrence of the Effective Date, the Secured Notes Indenture shall continue in effect to the extent necessary to:  (i) enforce the rights, Claims, and interests of the Secured Notes Indenture Trustee thereto vis-a-vis any parties other than the Released Parties; (ii) allow the holders of Allowed Secured Notes Claims, as applicable, to receive distributions under the Plan from the Secured Notes Indenture Trustee or from any other source, to the extent provided for under the Plan; (iii) preserve any rights of the Secured Notes Indenture Trustee to payment of fees, expenses, and indemnification obligations from or on any money or property to be distributed in respect of the Allowed Secured Notes Claims; and (iv) enforce any obligation owed to the Secured Notes Indenture Trustee under the Plan.
6.5    Cancelation of Certain Existing Security Agreements.  Upon the full payment or other satisfaction of an Allowed Other Secured Claim, or promptly thereafter, the holder of such Allowed Other Secured Claim shall deliver to the Debtors or Reorganized Debtors (other than New Permian Corp. and New Permian LLC), as applicable, any Collateral or other property of a Debtor held by such holder, together with any termination statements, instruments of satisfaction, or releases of all security interests with respect to its Allowed Other Secured Claim that may be reasonably required to terminate any related financing statements, mortgages, mechanics’ or other statutory Liens, or lis pendens, or similar interests or documents.
6.6    Rights Offering and Minimum Allocation Rights.  
(a)    Following approval by the Bankruptcy Court of the Rights Offering Procedures, the Debtors on behalf of New Permian Corp. shall commence and consummate the Rights Offering in accordance therewith.  The New Permian Corp. Shares shall be issued to the Eligible Offerees that exercise their respective Subscription Rights pursuant to the Rights Offering Procedures and the Plan.  The consummation of the Rights Offering is conditioned on the occurrence of the Effective Date, and any other condition specified in the Backstop Commitment Agreement.  Amounts held by the


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Rights Offering Subscription Agent (as defined in the Backstop Commitment Agreement) with respect to the Rights Offering prior to the Effective Date shall not be entitled to any interest on account of such amounts and no Eligible Offeree participating in the Rights Offering shall have any rights in the New Permian Corp. Shares until the Rights Offering is consummated.  
(b)    In accordance with the Backstop Commitment Agreement and subject to the terms and conditions thereof, each of the Backstop Parties has agreed, severally but not jointly, to (i) exercise its Minimum Allocation Rights, and (ii) purchase, on or prior to the Effective Date, its respective Final BCA Percentage (as defined in the Backstop Commitment Agreement) of the Unsubscribed Securities (as defined in the Backstop Commitment Agreement).
(c)    In exchange for providing the commitment to exercise the Minimum Allocation Rights and the backstop commitment for the Rights Offering, the Backstop Parties will receive the Put Option Premium in accordance with the terms of the Backstop Commitment Agreement, the Backstop Approval Order and the Plan.
(d)    The Debtors shall offer the Minimum Allocation Rights to the Commitment Parties in accordance with the Backstop Commitment Agreement, pursuant to documentation acceptable to the Debtors, the Requisite Commitment Parties and the Requisite Consenting Second Lien Creditors.
6.7    New Permian Corp. Certificate of Incorporation.  On or prior to the Effective Date, and in accordance with the Backstop Commitment Agreement, New Permian Corp. will file the New Permian Corp. Certificate of Incorporation with the Secretary of State of the State of Delaware. The New Permian Corp. Certificate of Incorporation shall be consistent with section 1123(a)(6) of the Bankruptcy Code. Pursuant to section 1123(a)(6) of the Bankruptcy Code, the New Permian Corp. Certificate of Incorporation will prohibit the issuance of non-voting equity securities.  The New Permian Corp. Certificate of Incorporation shall be deemed adopted by the New Permian Corp. Board as of the Effective Date.  After the Effective Date, New Permian Corp. may amend and restate the New Permian Corp. Certificate of Incorporation and other constituent documents as permitted by the laws of the State of Delaware and the New Permian Corp. Certificate of Incorporation.  If approved by the Requisite Commitment Parties, New Permian Corp. shall adopt a registration rights agreement to be effective on the Effective Date.  The New Permian Corp. Certificate of Incorporation, the New Permian Corp. Bylaws and such registration rights agreement shall be binding on New Permian Corp. and all parties receiving, and all holders of, New Permian Corp. Common Shares.
6.8    Exit Facility.  On the Effective Date, the Exit Facility Documents shall be executed and delivered by the Reorganized Debtors (other than New Permian Corp. and New Permian LLC), and the Reorganized Debtors (other than New Permian Corp. and New Permian LLC), shall be authorized to execute, deliver, and enter into such documents without the need for any further action. 


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6.9    Restructuring Transactions.  
(a)    On or prior to the Effective Date (or as soon as practicable thereafter), the following transactions shall occur in the following order, and the Debtors or Reorganized Debtors (as applicable) may take all actions necessary or appropriate to effectuate such transactions:
(i)    After entry of the Confirmation Order but prior to the Effective Date, and in anticipation of the Permian Corp. Asset Acquisition, the Backstop Parties pursuant to the Backstop Commitment Agreement shall (A) form New Permian Corp., (B) cause New Permian Corp. to conduct the Rights Offering, and (C) cause New Permian Corp. to enter into the Exchange Agreement with BBEP pursuant to which New Permian Corp. shall agree to acquire all of the New Permian LLC Equity on and subject to the occurrence of the Effective Date in consideration for conducting the Rights Offering, $775 million (less the amount of the Minimum Cash Balance), an amount of New Permian Corp. Shares necessary to satisfy distributions pursuant to Sections 4.5(c) and 4.6 with respect to Allowed Claims as of the Effective Date, and the assumption of the obligation to issue New Permian Corp. Shares with respect to, or on account of, Disputed General Unsecured Claims as to which the holder elected to receive New Permian Corp. Shares.
(ii)    On the Effective Date and in accordance with the provisions hereof, the Backstop Commitment Agreement and the Rights Offering, New Permian Corp. shall close the Rights Offering.  Immediately thereafter, the Rights Offering and Minimum Allocation Rights Proceeds shall be released to New Permian Corp. and New Permian Corp. shall issue New Permian Corp. Shares to those Eligible Offerees that have validly exercised the Subscription Rights and to the Backstop Parties, as applicable, including in respect of the Minimum Allocation Rights and the Put Option Premium.  Concurrent therewith (but not prior to), New Permian Corp. shall also issue, and on behalf of BBEP distribute, New Permian Corp. Shares pursuant to Sections 4.5(c) and 4.6, as applicable, with respect to Allowed Claims as of the Effective Date (other than any shares to be held back in respect of Disputed General Unsecured Claims in accordance with Article VII).
(iii)    On the Effective Date, (A) BBEP shall contribute the Legacy Contributed Assets to LegacyCo in exchange for LegacyCo Units representing all of the equity capital of LegacyCo pursuant to the LegacyCo Contribution Agreement (the “Legacy Asset Transfer”), and (B) BBEP shall contribute the Permian Assets to New Permian LLC in exchange for all of the New Permian LLC Equity pursuant to in the Permian Contribution Agreement (the “Permian Asset Transfer”).  Such transfers shall be accompanied by the assumption by LegacyCo or New Permian LLC, as applicable, of certain liabilities and obligations as provided in the LegacyCo Contribution Agreement or Permian Contribution Agreement, as applicable, this Plan or the Confirmation


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Order, or as otherwise agreed between BBEP and LegacyCo or New Permian LLC, as applicable.  Immediately after the Legacy Asset Transfer and the Permian Asset Transfer, BBEP shall be the sole member of LegacyCo and New Permian LLC.  Each of LegacyCo and New Permian LLC shall be disregarded as an entity separate from BBEP for U.S. federal income tax purposes at all times on or before the Effective Date (including immediately after the Legacy Asset Transfer and the Permian Asset Transfer), unless, as to LegacyCo, the Requisite Consenting Second Lien Creditors determine (in their sole discretion) that LegacyCo elect to be treated as a corporation for U.S. federal income tax purposes (the “Corporation Election”).
(iv)    On the Effective Date, BBEP shall simultaneously (A)(i) distribute 92.5% of the LegacyCo Units received in consideration for the Legacy Asset Transfer to holders of Allowed Secured Notes Claims in satisfaction and discharge of their Claims as provided in Section 4.4(b), and (ii) transfer 7.5% of the LegacyCo Units received in consideration for the Legacy Asset Transfer to New Permian Corp. pursuant to the Exchange Agreement (the “LegacyCo Distribution and Transfer”), and (B) transfer to New Permian Corp. pursuant to the Exchange Agreement all of the New Permian LLC Equity received in consideration for the Permian Asset Transfer. Pursuant to the Exchange Agreement, and in consideration for the foregoing transfers to New Permian Corp., New Permian Corp. shall pay to BBEP $775 million (less the amount of the Minimum Cash Balance), an amount of New Permian Corp. Shares necessary to satisfy distributions pursuant to Sections 4.5(c) and 4.6 with respect to Allowed Claims as of the Effective Date, and the assumption of the obligation to issue New Permian Corp. Shares with respect to, or on account of, Disputed General Unsecured Claims as to which the holder elected to receive New Permian Corp. Shares (the “Permian Corp. Asset Acquisition”).  Upon formation, and at the time of the Legacy Asset Transfer, LegacyCo shall be treated as a disregarded entity for U.S. federal income tax purposes, such that BBEP will still be regarded prior to the LegacyCo Distribution and Transfer as owning the LegacyCo Contributed Assets, unless the Requisite Consenting Second Lien Creditors effect the Corporation Election.  Accordingly, for U.S. federal income tax purposes, the Debtors, LegacyCo, all holders of Allowed Secured Notes Claims and New Permian Corp. shall (absent the Corporation Election) treat the LegacyCo Distribution and Transfer as (i) a distribution and transfer of the Legacy Contributed Assets, subject to certain liabilities and obligations, in a taxable exchange to the holders of Allowed Secured Notes Claims and New Permian Corp., followed by (ii) the contribution of the Legacy Contributed Assets, subject to such liabilities and obligations, by the holders of Allowed Secured Notes Claims and New Permian Corp. to LegacyCo with LegacyCo being treated as a newly formed partnership for U.S. federal income tax purposes, unless otherwise required pursuant to a “final determination” to the contrary within the meaning of section 1313(a) of the Tax Code.  Upon formation, and at the time of the Permian Corp. Asset Acquisition, New Permian LLC shall be treated as a disregarded


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entity for U.S. federal income tax purposes, such that BBEP will still be regarded prior to the Permian Corp. Asset Acquisition as owning the Permian Assets (which will be transferred to New Permian LLC pursuant to the Permian Contribution Agreement).  Accordingly, for U.S. federal income tax purposes, the Debtors, New Permian LLC and New Permian Corp. shall treat the Permian Corp. Asset Acquisition as a taxable purchase of the underlying Permian Assets unless otherwise required pursuant to a “final determination” to the contrary within the meaning of section 1313(a) of the Tax Code.  
(v)    BBEP shall use the Cash consideration received pursuant to the Exchange Agreement (together with any Cash otherwise available) to satisfy any Cash distributions and other payments to be made on the Effective Date pursuant to or in connection with the Plan and Confirmation Order.
(b)    On or after the Effective Date, the Reorganized Debtors may take all actions consistent with this Plan as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Restructuring Transactions under and in connection with this Plan with the consent of the Requisite Consenting Second Lien Creditors and Requisite Commitment Parties.  
6.10    Board of Directors.  
(a)    The LegacyCo Board shall be composed of the chief executive officer of the Debtors as of the date immediately preceding the Effective Date and such other members selected by the Requisite Consenting Second Lien Creditors in their sole discretion; provided, that New Permian Corp. shall have the right to appoint an observer to the LegacyCo Board subject to the conditions in the Restructuring Term Sheet.  The identities of the members of the LegacyCo Board and the initial Boards of Directors of the Reorganized Debtors shall be disclosed at or prior to the Confirmation Hearing.
(b)    The New Permian Corp. Board shall be selected in accordance with the terms of the Restructuring Term Sheet. 
6.11    Corporate Action.  
(a)    LegacyCo Organizational Documents.  On the Effective Date, each of the Reorganized Debtors (other than New Permian Corp. and New Permian LLC) will file their respective charters that are part of their New Organizational Documents with the applicable Secretaries of State and/or other applicable authorities in its respective state of incorporation or formation in accordance with the applicable laws of the respective state of incorporation or formation. The New Organizational Documents shall be consistent with section 1123(a)(6) of the Bankruptcy Code.  Pursuant to section 1123(a)(6) of the Bankruptcy Code the New Organizational Documents will prohibit the issuance of non-voting equity securities.  The LegacyCo Organizational Documents shall be deemed adopted by the LegacyCo Board as of the Effective Date.  After the Effective Date, the Reorganized Debtors (other than New Permian Corp. and New Permian LLC) 


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may amend and restate their respective New Organizational Documents and other constituent documents as permitted by the laws of their respective states of incorporation and their respective New Organizational Documents.  
(b)    On the Effective Date, the adoption, filing, approval, and ratification, as necessary, of all corporate or related actions contemplated herein with respect to each of the Reorganized Debtors shall be deemed authorized and approved by each of the Reorganized Debtors, their respective boards of directors, managers, equity holders, members, or partners, as applicable, in all respects, in each case to the extent required by applicable nonbankruptcy law.  Without limiting the foregoing, such actions include (i) the adoption and filing of the New Organizational Documents for each of the Reorganized Debtors, (ii) the adoption and approval of the LegacyCo LLC Agreement and the LegacyCo Organizational Documents, which shall be adopted and affirmed by the board of LegacyCo Board, (iii) the election or appointment, as applicable, of directors and officers for the Reorganized Debtors, and (iv) the issuance of the LegacyCo Units. 
(c)    All matters provided for herein involving the corporate structure of any Debtor or Reorganized Debtor, or any corporate or related action required by any Debtor or Reorganized Debtor in connection herewith, shall be deemed to have occurred and shall be in effect, without any requirement of further action by the Security holders or directors of such Debtor or Reorganized Debtor or by any other stakeholder, and with like effect as though such action had been taken unanimously by the Security holders and directors, managers, members, or partners, of each Debtor or Reorganized Debtor, as applicable.
6.12    LegacyCo Management Incentive Plan.  The LegacyCo Board may adopt the LegacyCo Management Incentive Plan on or after the Effective Date.
6.13    New Permian Corp. Management Incentive Plan.  New Permian Corp. may adopt the New Permian Corp. Management Incentive Plan, which shall be in form and substance acceptable to the New Permian Corp. Board in its sole discretion.
6.14    Effectuating Documents and Further Transactions.  Each of the officers of each of the Debtors is (and each of the officers of each of the Reorganized Debtors shall be) authorized and directed to execute, deliver, file, or record such contracts, instruments, releases, and other agreements or documents and take such actions as may be necessary or appropriate to effectuate and further evidence the terms and provisions hereof, without the need for any approvals, authorizations, or consents.
6.15    Separability.  Notwithstanding the combination of separate plans of reorganization for the Debtors set forth in this Plan for purposes of economy and efficiency, this Plan constitutes a separate chapter 11 plan for each Debtor.  Accordingly, if the Bankruptcy Court does not confirm this Plan with respect to one or more Debtors, it may still confirm this Plan with respect to any other Debtor that satisfies the confirmation requirements of section 1129 of the Bankruptcy Code.


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6.16    Director, Officer, Manager, and Employee Liability Insurance.  Prior to and after the Effective Date, none of the Debtors or the Reorganized Debtors shall terminate or otherwise reduce the coverage under any directors’ and officers’ liability insurance policies (including any “tail policy”) with respect to conduct occurring on or prior to the Effective Date, and all officers, directors, managers, and employees of the Debtors who served in such capacity at any time after May 15, 2015 shall be entitled to the full benefits of such policies for the full six-year term of such policies regardless of whether such officers, directors, managers, or employees remain in such positions after the Effective Date.
6.17    Preservation of Royalty and Working Interests.  Notwithstanding any other provision in the Plan, on and after the Effective Date, all Royalty and Working Interests shall be preserved and remain in full force and effect in accordance with the terms of the granting instruments or other governing documents applicable to such Royalty and Working Interests, and no Royalty and Working Interests shall be compromised or discharged by the Plan.  For the avoidance of doubt and notwithstanding anything to the contrary in the preceding sentence, any right to payment arising from a Royalty and Working Interest, if any, shall (to the extent not otherwise paid pursuant to a Final Order of the Court) be treated as an Ongoing Trade Claim of LegacyCo or an Ongoing Trade Claim of New Permian Corp., as applicable, under this Plan and shall not be subject to any discharge and/or release provided hereunder.
6.18    Hart-Scott-Rodino Antitrust Improvements Act.  Any LegacyCo Units or New Permian Corp. Shares to be distributed under this Plan to an Entity required to file a premerger notification and report form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, shall not be distributed until the notification and waiting periods applicable under such Act to such Entity have expired or been terminated.
6.19    Post-Effective Date Tax Filings and Audits.  Following the Effective Date, LegacyCo shall have full and exclusive authority and responsibility in respect of all taxes and tax filings of BBEP (including any audits or other proceedings) and any other liquidating Debtors, to the same extent as if LegacyCo were the Debtors.  Without limiting the foregoing, on the Effective Date, a power of attorney authorizing LegacyCo to correspond with any tax authority on behalf of such Debtors and to sign, negotiate, settle, and administer any tax returns or other tax filings, and collect any tax refunds, shall be provided to LegacyCo.  LegacyCo shall use commercially reasonable efforts to (i) file all tax returns and related filings consistent with the intended tax treatment of the Restructuring Transactions, and (ii) not take any tax position inconsistent therewith and (iii) if any such tax returns or related filings or tax position is challenged, diligently defend such matters.
6.20    AUNC Trust.  The New Permian Corp. Shares to be issued to Receiving AUNC Holders pursuant to Section 4.5(c) of the Plan shall be issued to a trust that shall engage in no business other than holding such shares and engaging in the activities incidental thereto (the “AUNC Trust”).  The AUNC Trust shall be structured 


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so as not to be subject to the Securities Act of 1933, the Securities Exchange Act of 1934, or the Investment Company Act of 1940.
The interests in the AUNC Trust shall be held by the Receiving AUNC Holders and on a Pro Rata basis based on their respective holdings of the New Permian Corp. Shares.
The interests in the AUNC Trust may not be transferred at any time and shall be totally passive.  The Trustee of the AUNC Trust, the terms of the Trustee’s engagement, and the documents governing the AUNC Trust, shall be reasonably acceptable to the Requisite Commitment Parties, the Creditors’ Committee, and, after the Effective Date, New Permian Corp.  On the seventh anniversary of the AUNC Trust, the trust shall terminate and the shares of New Permian Corp. held by the AUNC Trust shall be distributed to the beneficiaries of the AUNC Trust.
From and after the Effective Date, New Permian Corp. shall be responsible for up to $300,000 of fees and expenses of the AUNC Trust in the aggregate as and when incurred.  New Permian Corp. shall otherwise not be responsible for any fees, expenses or other liabilities or monetary obligations arising under the AUNC Trust.
Subject to definitive guidance from the IRS or a court of competent jurisdiction to the contrary (including the receipt of an adverse determination by the IRS upon audit if not contested by trustee of the AUNC Trust), for all United States federal income tax purposes, all parties (including, without limitation, the Debtors, LegacyCo, New Permian Corp. and all holders of Allowed Claims) shall treat the AUNC Trust as a “trust” within the meaning of Treas. Reg. § 301.7701-4(c), and shall treat the transfer of New Permian Corp. Shares to the AUNC Trust as (i) a direct transfer to Receiving AUNC Holders for whose benefit such shares were issued, followed by (ii) the transfer by such persons to the AUNC Trust in exchange for their beneficial interest therein.  Accordingly, except in the event of contrary definitive guidance, AUNC Trust beneficiaries shall generally be treated for United States federal income tax purposes as the grantors and owners of their respective portions of the underlying assets of the AUNC Trust.  The foregoing treatment shall also apply, to the extent permitted by applicable law, for state and local income tax purposes.
ARTICLE VII.
PROCEDURES FOR DISPUTED CLAIMS
7.1    Objections to Claims.  The Reorganized Debtors (other than New Permian Corp. and New Permian LLC) shall be entitled to object to Claims.  Any objections to Claims shall be served and filed on or before the later of (i) one-hundred and eighty (180) days after the Effective Date and (ii) such later date as may be fixed by the Bankruptcy Court (as the same may be extended by the Bankruptcy Court).  
7.2    Resolution of Disputed Administrative Expenses and Disputed Claims.  On and after the Effective Date, the Reorganized Debtors (other than New Permian Corp. and New Permian LLC), in consultation with the Second Lien Group, shall have the authority to compromise, settle, otherwise resolve, or withdraw any 


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objections to Administrative Expenses or Claims and to compromise, settle, or otherwise resolve any disputed Administrative Expenses and Disputed Claims without approval of the Bankruptcy Court, other than with respect to Administrative Expenses relating to compensation of professionals.  
7.3    Payments and Distributions with Respect to Disputed Claims.  Notwithstanding anything herein to the contrary, if any portion of a Claim is a Disputed Claim, no payment or distribution provided hereunder shall be made on account of such Claim unless and until such Disputed Claim becomes an Allowed Claim, and in the case of a Disputed Claim as to which the holder elected to receive a distribution of New Permian Corp. Shares, such shares shall not be issued by New Permian Corp. until such Claim has been resolved.
7.4    Distributions After Allowance.  After such time as a Disputed Claim becomes, in whole or in part, an Allowed Claim, the holder thereof shall be entitled to distributions, if any, to which such holder is then entitled as provided in this Plan.  Such distributions shall be made as soon as practicable after the date that the order or judgment of the Bankruptcy Court allowing such Disputed Claim (or portion thereof) becomes a Final Order.  To the extent a Disputed Claim as to which the holder elected to receive a distribution of New Permian Corp. Shares is disallowed, the shares that would otherwise have been distributed in respect of such Claim shall be reallocated as if such Claim had been disallowed as of the Effective Date and, in accordance with the Restructuring Transactions, distributed by New Permian Corp. as soon as practicable after the date that the order or judgment of the Bankruptcy Court disallowing such Disputed Claim (or portion thereof) becomes a Final Order.
7.5    Disallowance of Claims.  Any Claims held by Entities from which property is recoverable under sections 542, 543, 550, or 553 of the Bankruptcy Code or that is a transferee of a transfer avoidable under section 522(f), 522(h), 544, 545, 547, 548, 549, or 724(a) of the Bankruptcy Code, as determined by a Final Order, shall be deemed disallowed pursuant to section 502(d) of the Bankruptcy Code, and holders of such Claims may not receive any distributions on account of such Claims until such time as such Causes of Action against that Entity have been settled or a Final Order with respect thereto has been entered and all sums due, if any, to the Debtors by that Entity have been turned over or paid to the Debtors or the Reorganized Debtors. All proofs of claim filed on account of an indemnification obligation to a current or former director, officer, or employee shall be deemed satisfied and expunged from the claims register as of the Effective Date to the extent such indemnification obligation is assumed (or honored or reaffirmed, as the case may be) pursuant to the Plan, without any further notice to or action, order, or approval of the Bankruptcy Court.  Except as otherwise provided herein, all proofs of claim filed after the Effective Date shall be disallowed and forever barred, estopped, and enjoined from assertion, and shall not be enforceable against any Reorganized Debtor, without the need for any objection by the Reorganized Debtors or any further notice to or action, order, or approval of the Bankruptcy Court.


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7.6    Estimation.  The Debtors or Reorganized Debtors (other than New Permian Corp. and New Permian LLC), in consultation with the Second Lien Group, may determine, resolve and otherwise adjudicate all contingent Claims, unliquidated Claims and Disputed Claims in the Bankruptcy Court or such other court of the Debtors’ or Reorganized Debtors’ choice having jurisdiction over the validity, nature or amount thereof.  The Debtors or the Reorganized Debtors (other than New Permian Corp. and New Permian LLC), in consultation with the Second Lien Group, may at any time request that the Bankruptcy Court estimate any contingent, unliquidated, or Disputed Claim pursuant to section 502(c) of the Bankruptcy Code for any reason or purpose, regardless of whether any of the Debtors or the Reorganized Debtors have previously objected to such Claim or whether the Bankruptcy Court has ruled on any such objection.  The Bankruptcy Court shall retain jurisdiction to estimate any Claim at any time during litigation concerning any objection to any Claim, including, during the pendency of any appeal relating to any such objection.  If the Bankruptcy Court estimates any contingent Claim, unliquidated Claim or Disputed Claim, that estimated amount shall constitute the maximum limitation on such Claim, and the Debtors or the Reorganized Debtors (other than New Permian Corp. and New Permian LLC) may pursue supplementary proceedings to object to the ultimate allowance of such Claim; provided, that such limitation shall not apply to Claims requested by the Debtors to be estimated for voting purposes only.  All of the aforementioned objection, estimation and resolution procedures are cumulative and not exclusive of one another.  Claims may be estimated and subsequently compromised, settled, withdrawn, or resolved by any mechanism approved by the Bankruptcy Court.  Notwithstanding section 502(j) of the Bankruptcy Code, in no event shall any holder of a Claim that has been estimated pursuant to section 502(c) of the Bankruptcy Code or otherwise be entitled to seek reconsideration of such Claim unless the holder of such Claim has filed a motion requesting the right to seek such reconsideration on or before twenty (20) calendar days after the date such Claim is estimated by the Bankruptcy Court.
7.7    Interest.  To the extent that a Disputed Claim becomes an Allowed Claim after the Effective Date, the holder of such Claim shall not be entitled to any interest that accrued thereon from and after the Effective Date.  
ARTICLE VIII.
EXECUTORY CONTRACTS AND UNEXPIRED LEASES
8.1    General Treatment.  
(a)    As of and subject to the occurrence of the Effective Date and the payment of any applicable Cure Amount, all executory contracts and unexpired leases of the Reorganized Debtors that do not relate to Employee Obligations shall be deemed assumed, unless such contract or lease (i) was previously assumed or rejected by the Debtors, pursuant to a Final Order of the Bankruptcy Court, (ii) previously expired or terminated pursuant to its own terms or by agreement of the parties thereto, (iii) is the subject of a motion to reject filed by the Debtors on or before the Confirmation Date, or


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(iv) is specifically designated as a contract or lease to be rejected on the Schedule of Rejected Contracts. 
(b)    As of and subject to the occurrence of the Effective Date and the payment of any applicable Cure Amount, all executory contracts of BBEP shall be deemed assumed and assigned to LegacyCo or New Permian LLC, as applicable, or otherwise rejected pursuant to the terms of the Plan.
(c)    As of and subject to the occurrence of the Effective Date, all executory contracts related to Employee Obligations shall be deemed rejected, unless such contract (a) previously expired or terminated pursuant to its own terms or by agreement of the parties thereto, (b) is the subject of a motion to reject filed by the Debtors on or before the Confirmation Date, or (c) is specifically designated as a contract to be assumed on the Schedule of Assumed Employee Obligations.  
(d)    Subject to the occurrence of the Effective Date, entry of the Confirmation Order by the Bankruptcy Court shall constitute approval of the assumptions, assumptions and assignments, or rejections provided for in this Plan pursuant to sections 365(a) and 1123 of the Bankruptcy Code.  Each executory contract and unexpired lease assumed or assumed and assigned pursuant to this Plan shall vest in and be fully enforceable by the applicable Reorganized Debtor in accordance with its terms, except as modified by the provisions of this Plan, any order of the Bankruptcy Court authorizing and providing for its assumption or assumption and assignment, or applicable law.
8.2    Determination of Cure Disputes and Deemed Consent.  
(a)    Any monetary defaults under an assumed or assumed and assigned executory contract or unexpired lease, shall be satisfied, pursuant to section 365(b)(1) of the Bankruptcy Code, by payment of the default amount, as reflected in the applicable cure notice, in Cash on the Effective Date, subject to the limitations described below, or on such other terms as the parties to such executory contracts or unexpired leases and the Debtors may otherwise agree.
(b)    At least fourteen (14) days before the Confirmation Hearing, the Debtors shall distribute, or cause to be distributed, cure notices to the applicable third parties.  Any objection by a counterparty to an executory contract or unexpired lease to the proposed assumption, assumption and assignment, or related Cure Amount must be filed, served, and actually received by the Debtors at least seven (7) days before the Confirmation Hearing.  Any counterparty to an executory contract or unexpired lease that fails to object timely to the proposed assumption, assumption and assignment, or Cure Amount will be deemed to have assented to such assumption, assumption and assignment, or Cure Amount.  Notwithstanding anything herein to the contrary, in the event that any executory contract or unexpired lease is removed from the Schedule of Rejected Contracts after such 14-day deadline, a cure notice with respect to such executory contract or unexpired lease will be sent promptly to the counterparty


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thereof and a noticed hearing set to consider whether such executory contract or unexpired lease can be assumed or assumed and assigned, as applicable.
(c)    In the event of an unresolved dispute regarding (i) any Cure Amount, (ii) the ability of the Reorganized Debtors or any assignee to provide “adequate assurance of future performance” (within the meaning of section 365 of the Bankruptcy Code) under the executory contract or unexpired lease to be assumed, or (iii) any other matter pertaining to assumption, assignment, or the Cure Amounts required by section 365(b)(1) of the Bankruptcy Code, such dispute shall be resolved by a Final Order of the Bankruptcy Court (which may be the Confirmation Order).
(d)    If the Bankruptcy Court determines that the Cure Amount with respect to any executory contract or unexpired lease is greater than the amount set forth in the applicable cure notice, the Debtors or Reorganized Debtors, as applicable, will have the right to add such executory contract or unexpired lease to the Schedule of Rejected Contracts, in which case such executory contract or unexpired lease will be deemed rejected as of the Effective Date.
(e)    Assumption or assumption and assignment of any executory contract or unexpired lease pursuant to the Plan or otherwise shall result in the full release and satisfaction of any Claims against any Debtor or defaults by any Debtor, whether monetary or nonmonetary, including defaults of provisions restricting the change in control or ownership interest composition or other bankruptcy-related defaults, arising under any assumed executory contract or unexpired lease at any time before the date that the Debtors assume or assume and assign such executory contract or unexpired Lease.  Any proofs of claim filed with respect to an executory contract or unexpired lease that has been assumed or assumed and assigned shall be deemed disallowed and expunged, without further notice to or action, order, or approval of the Bankruptcy Court.
8.3    Rejection Damages Claims.  In the event that the rejection of an executory contract or unexpired lease hereunder results in damages to the other party or parties to such contract or lease, any Claim for such damages, if not heretofore evidenced by a timely filed proof of Claim, shall be forever barred and shall not be enforceable against the Debtors or the Reorganized Debtors, or their respective estates, properties or interests in property, unless a proof of Claim is filed with the Bankruptcy Court and served upon the Debtors or the Reorganized Debtors, as applicable, no later than thirty (30) days after the later of (i) the Confirmation Date or (ii) the effective date of the rejection of such executory contract or unexpired lease, as set forth on the Schedule of Rejected Contracts or order of the Bankruptcy Court.  The Confirmation Order shall constitute the Bankruptcy Court’s approval of the rejection of all the leases and contracts identified in the Schedule of Rejected Contracts.
8.4    Payment of Cure Amounts.  To the extent that a Cure Amount relates to a contract or lease that (i) solely benefits Legacy Assets (whether before or after the Effective Date) or will solely benefit LegacyCo, or (ii) solely benefits Permian Assets (whether before or after the Effective Date) or will solely benefit New Permian Corp., such Cure Amount shall be paid its Cash distribution from the Rights Offering Proceeds and Minimum Allocation Rights.  To the extent that a Cure Amount relates to a contract that (A) will benefit New Permian Corp. post-Effective Date or benefits Permian Assets


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(whether before or after the Effective Date) and (B) will benefit LegacyCo post-Effective Date or benefits Legacy Assets (whether before or after the Effective Date), such Cure Amount shall also be paid its Cash distribution from the Rights Offering Proceeds and Minimum Allocation Rights; provided, that New Permian Corp. shall reimburse LegacyCo for its pro rata share of all such amounts pursuant to the terms of the Transition Services Agreement.
8.5    Survival of the Debtors’ Indemnification Obligations.  Any and all obligations of the Debtors pursuant to their corporate charters, bylaws, limited liability company agreements, memorandum and articles of association, or other organizational documents (including all Indemnification Obligations) to indemnify current and former officers, directors, agents, or employees with respect to all present and future actions, suits, and proceedings against the Debtors or such officers, directors, agents, or employees based upon any act or omission for or on behalf of the Debtors shall not be discharged, impaired, or otherwise affected by this Plan; provided, that the Reorganized Debtors shall not indemnify any persons for any claims or Causes of Action arising out of or relating to any act or omission that is a criminal act or constitutes fraud, gross negligence or willful misconduct.  All such obligations shall be deemed and treated as executory contracts that are assumed by the Debtors under this Plan and shall continue as obligations of the Reorganized Debtors (other than New Permian Corp. and New Permian LLC).  Any claim based on the Debtors’ obligations herein shall not be a Disputed Claim or subject to any objection, in either case, by reason of section 502(e)(1)(B) of the Bankruptcy Code.  None of the Reorganized Debtors will amend and/or restate their respective governance documents before or after the Effective Date to terminate or adversely affect any obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights and New Permian Corp. shall reimburse LegacyCo for such amounts to the extent set forth in the Transition Services Agreement.  
8.6    Employee Obligations.  The Reorganized Debtors (other than New Permian Corp. and New Permian LLC) shall honor all of the Employee Obligations in accordance with the Schedule of Assumed Employee Obligations; provided, that (i) the consummation of the transactions contemplated by the Plan shall not, in and of themselves, constitute a “change in control” with respect to any of the Employee Obligations and (ii) subject to and in accordance with the Employee Programs Order, the KEIP (as defined in the Employee Programs Order) shall terminate on the Effective Date and the participants in such program shall vest in and be entitled to the payments and compensation as expressly provided under the KEIP.  Notwithstanding anything in the Employee Programs Order to the contrary, the KERP and the KEP (as such terms are defined in the Employee Programs Order), shall continue in full force and effect through December 31, 2017.  Subject to clause (ii) above, to the extent that any of the Employee


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Obligations constitute executory contracts, pursuant to sections 365 and 1123 of the Bankruptcy Code, each of them will be deemed rejected as of the Effective Date unless identified in the Schedule of Assumed Employee Obligations and shall be treated in accordance with this Article 8.
8.7    Insurance Policies.  All insurance policies (including all D&O Liability Insurance Policies and tail coverage liability insurance) to which any Debtor is a party as of the Effective Date shall be deemed to be and treated as executory contracts and shall be assumed by the applicable Debtors or Reorganized Debtor and shall continue in full force and effect thereafter in accordance with their respective terms.  All other insurance policies shall vest in the Reorganized Debtors.
8.8    Reservation of Rights.  
(a)    The Debtors, with the consent of the Requisite Consenting Second Lien Creditors, may amend the Schedule of Assumed Employee Obligations and the Schedule of Rejected Contracts (with the consent of the Requisite Commitment Parties only to the extent that a contract relates to New Permian Corp. or the Permian Assets) and any cure notice through 4:00 p.m. (Eastern Time) on the Business Day immediately prior to the commencement of the Confirmation Hearing in order to (i) add, delete, or reclassify any executory contract or unexpired lease or amend a proposed assignment and/or (ii) amend the proposed Cure Amount; provided, that if the Confirmation Hearing is adjourned for a period of more than two (2) consecutive calendar days, the Debtors’ right to amend such schedules and notices shall be extended to 4:00 p.m. (Eastern Time) on the Business Day immediately prior to the adjourned date of the Confirmation Hearing, with such extension applying in the case of any and all subsequent adjournments of the Confirmation Hearing.  
(b)    Neither the exclusion nor the inclusion by the Debtors of any contract or lease on any exhibit, schedule, or other annex to this Plan or in the Plan Supplement, nor anything contained in this Plan, will constitute an admission by the Debtors that any such contract or lease is or is not an executory contract or unexpired lease or that the Debtors or the Reorganized Debtors or their respective affiliates has any liability thereunder. 
(c)    Except as explicitly provided in this Plan, nothing herein shall waive, excuse, limit, diminish, or otherwise alter any of the defenses, claims, Causes of Action, or other rights of the Debtors or the Reorganized Debtors under any executory or non-executory contract or unexpired or expired lease. 
(d)    Nothing in this Plan will increase, augment, or add to any of the duties, obligations, responsibilities, or liabilities of the Debtors or the Reorganized Debtors, as applicable, under any executory or non-executory contract or unexpired or expired lease.


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(e)    If there is a dispute regarding whether a contract or lease is or was executory or unexpired at the time of its assumption under this Plan, the Debtors or Reorganized Debtors, as applicable, shall have thirty (30) days following entry of a Final Order resolving such dispute to alter their treatment of such contract or lease.
8.9    Modifications, Amendments, Supplements, Restatements, or Other Agreements.  Unless otherwise provided in the Plan, each executory contract or unexpired lease that is assumed shall include all modifications, amendments, supplements, restatements, or other agreements that in any manner affect such executory contract or unexpired lease, and executory contracts and unexpired leases related thereto, if any, including easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, and any other interests, unless any of the foregoing agreements has been previously rejected or repudiated or is rejected or repudiated under the Plan.
ARTICLE IX.
EFFECTIVENESS OF THE PLAN
9.1    Conditions Precedent to Confirmation of the Plan.  The following are conditions precedent to confirmation of the Plan:
(a)    An order finding that the Disclosure Statement contains adequate information pursuant to section 1125 of the Bankruptcy Code shall have been entered by the Court; 
(b)    The proposed Confirmation Order shall be in form and substance acceptable to the Debtors, the Requisite Commitment Parties, the Requisite Consenting Second Lien Creditors, the Revolving Credit Facility Agent, the DIP Facility Agent, the Exit Facility Agent, and to the extent that any provisions of the Confirmation Order affect Classes 5, 6, 7A or 7B they shall be acceptable to the Creditors’ Committee and all other provisions of the Confirmation Order shall be reasonably acceptable to the Creditors’ Committee; and
(c)    The Backstop Commitment Agreement and Restructuring Support Agreement shall be in full force and effect and binding on all parties thereto, and shall not have been terminated by the parties thereto.
9.2    Conditions Precedent to the Effective Date.  The following are conditions precedent to the Effective Date of the Plan:
(a)    The Confirmation Order shall be in full force and effect, and no stay thereof shall be in effect;
(b)    The Backstop Commitment Agreement shall be in full force and effect and binding on the parties thereto and any conditions precedent to the respective obligations of the parties thereto shall have been satisfied or waived in accordance with


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the terms thereof, and New Permian Corp. shall have received proceeds of at least $775 million pursuant to the Rights Offering and the Minimum Allocation Rights;
(c)    The Put Option Premium shall have been paid to the parties entitled thereto;
(d)    The Restructuring Support Agreement shall not have been terminated by the parties thereto;
(e)    The Debtors shall have implemented the Restructuring Transactions and all transactions contemplated by this Plan and the Restructuring Support Agreement, in a manner materially consistent in all respects with the Restructuring Support Agreement and the Plan and in accordance with Section 6.9 hereto;
(f)    The Plan Supplement, including the Plan Documents, shall have been filed in form and substance as provided in the Restructuring Support Agreement;
(g)    The conditions to effectiveness of the Exit Facility Credit Agreement shall have been satisfied or waived in accordance with the terms thereof, and such agreement shall be in full force and effect and binding on all parties thereto;
(h)    The Debtors shall have received any authorizations, consents, regulatory approvals, rulings, letters, no-action letters, opinions, or documents that are necessary to implement the Plan (including, but not limited to, to implement or effectuate any of the Restructuring Transactions) and are required by law, regulation, or order; 
(i)    The LegacyCo Organizational Documents shall be in full force and effect; 
(j)    Each of the New Permian Corp. Certificate of Incorporation and New Permian Corp. Bylaws shall be in full force and effect;
(k)    The AUNC Trust shall have been created and the trust agreement for the AUNC Trust and any related documents necessary for the administration of the AUNC Trust shall have been executed and be in full force and effect;
(l)    Any other documents, instruments, and agreements necessary to effectuate the Plan shall have been effected or executed; and
(m)    The Plan shall not have been materially amended, altered or modified from the Plan as confirmed by the Confirmation Order, unless such material amendment, alteration or modification has been made in accordance with Section 12.6 of the Plan.
9.3    Satisfaction of Conditions.  Except as otherwise provided herein, any actions required to be taken on the Effective Date shall take place and shall be deemed to have occurred simultaneously, and no such action shall be deemed to have


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occurred prior to the taking of any other such action.  If the Debtors determine that any of the conditions precedent set forth in Sections 9.1 or 9.2 hereof cannot be satisfied and the occurrence of such conditions is not waived pursuant to Section 9.4, then the Debtors shall file a notice of the failure of the Effective Date with the Bankruptcy Court.  
9.4    Waiver of Conditions.  The conditions set forth in Sections 9.1 or 9.2 may be waived or modified only by the Debtors with the prior written consent of the Requisite Consenting Second Lien Creditors, the Requisite Commitment Parties, to the extent that any such waiver or modification adversely affects the treatment or rights of holders of Claims in Classes 5, 6, 7A or 7B, the Creditors’ Committee, and, to the extent such waiver or modification adversely affects the Revolving Credit Facility Claims, the DIP Facility Claims or the Exit Facility, the Revolving Credit Facility Agent, the DIP Agent or the Exit Facility Agent, as applicable, without notice, leave, or order of the Bankruptcy Court or any formal action other than proceedings to confirm or consummate the Plan.
9.5    Effect of Non-Occurrence of Effective Date.  If the Effective Date does not occur on or before the Outside Date (as defined in the Restructuring Support Agreement), then:  (a) the Plan will be null and void in all respects; (b) nothing contained in the Plan or the Disclosure Statement shall:  (i) constitute a waiver or release of any Claims, Interests, or Causes of Action by an Entity; (ii) prejudice in any manner the rights of any Debtor or any other Entity; or (iii) constitute an admission, acknowledgment, offer, or undertaking of any sort by any Debtor or any other Entity; provided, that all provisions of the Backstop Commitment Agreement (including the obligation to pay the “Breakup Premium,” as that term is defined in the Backstop Commitment Agreement, in accordance with the terms and conditions of the Backstop Commitment Agreement) that survive termination of that agreement shall remain in effect in accordance with the terms thereof.
ARTICLE X.
EFFECT OF CONFIRMATION
10.1    Released and Settled Claims.  Pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, the Plan incorporates an integrated compromise, settlement and release of the Released and Settled Claims, to achieve a beneficial and efficient resolution of these Chapter 11 Cases for all parties in interest. The entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, as of the Effective Date, of the compromise or settlement of all such Released and Settled Claims and the Court’s determination that such compromises and settlements are in the best interests of the Debtors, their estates, the Reorganized Debtors, creditors and all other parties in interest, and are fair, equitable and within the range of reasonableness. The compromises, settlements and releases described herein shall be deemed nonseverable from each other and from all other terms of the Plan.  On the Effective Date, the Standing Motion and Claim Objection shall be and shall be deemed to be dismissed with prejudice.


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10.2    Binding Effect.  Except as otherwise provided in section 1141(d)(3) of the Bankruptcy Code, and subject to the occurrence of the Effective Date, on and after the entry of the Confirmation Order, the provisions of this Plan shall bind every holder of a Claim against or Interest in any Debtor and inure to the benefit of and be binding on such holder’s respective successors and assigns, regardless of whether the Claim or Interest of such holder is impaired under this Plan and whether such holder has accepted this Plan.
10.3    Vesting of Assets.  Upon the Effective Date, pursuant to sections 1141(b) and (c) of the Bankruptcy Code, all of the Permian Assets of the Debtors shall vest in New Permian LLC and all other assets and property of the Debtors shall vest in the Reorganized Debtors (other than New Permian Corp. and New Permian LLC), as applicable, free and clear of all Claims, Liens, charges, and other interests, except as otherwise provided herein.  The Reorganized Debtors may operate their businesses and use, acquire, and dispose of property free of any restrictions of the Bankruptcy Code or the Bankruptcy Rules and in all respects as if there were no pending cases under any chapter or provision of the Bankruptcy Code, except as otherwise provided herein.
10.4    Release and Discharge of Debtors.  Upon the Effective Date and in consideration of the distributions to be made hereunder, except as otherwise expressly provided herein, each holder (as well as any representatives, trustees, or agents on behalf of each holder) of a Claim or Existing BBEP Equity Interest and any affiliate of such holder shall be deemed to have forever waived, released, and discharged the Debtors, to the fullest extent permitted by section 1141 of the Bankruptcy Code, of and from any and all Claims, Existing BBEP Equity Interests, rights, and liabilities that arose prior to the Effective Date.  Upon the Effective Date, all such Persons shall be forever precluded and enjoined, pursuant to section 524 of the Bankruptcy Code, from prosecuting or asserting any such discharged Claim against or terminated Existing BBEP Equity Interest in the Debtors.
10.5    Term of Injunctions or Stays.  Unless otherwise provided herein or in a Final Order of the Bankruptcy Court, all injunctions or stays arising under or entered during the Chapter 11 Cases under section 105 or 362 of the Bankruptcy Code, or otherwise, and in existence on the Confirmation Date, shall remain in full force and effect until the later of the Effective Date and the date indicated in the order providing for such injunction or stay.  
10.6    Injunction Against Interference with Plan.  Upon entry of the Confirmation Order, all holders of Claims and Interests and other parties in interest, along with their respective present or former employees, agents, officers, directors, principals, and affiliates, shall be enjoined from taking any actions to interfere with the implementation or consummation of the Plan; provided, that nothing herein or in the Confirmation Order shall preclude, limit, restrict or prohibit any party in interest from seeking to enforce the terms of the Plan, the Confirmation Order, or any other agreement or instrument entered into or effectuated in connection with the consummation of the Plan.


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10.7    Injunction.  
(a)    Except as otherwise provided in this Plan or in the Confirmation Order, as of the entry of the Confirmation Order but subject to the occurrence of the Effective Date, all Persons who have held, hold, or may hold Claims or Interests are, with respect to any such Claim or Interest, permanently enjoined after the entry of the Confirmation Order from: (i) commencing, conducting, or continuing in any manner, directly or indirectly, any suit, action, or other proceeding of any kind (including, any proceeding in a judicial, arbitral, administrative, or other forum) against or affecting, directly or indirectly, a Debtor, a Reorganized Debtor, or an estate or the property of any of the foregoing, or any direct or indirect transferee of any property of, or direct or indirect successor in interest to, any of the foregoing Persons mentioned in this subsection (i) or any property of any such transferee or successor; (ii) enforcing, levying, attaching (including, any prejudgment attachment), collecting, or otherwise recovering in any manner or by any means, whether directly or indirectly, any judgment, award, decree, or order against a Debtor, a Reorganized Debtor, or an estate or its property, or any direct or indirect transferee of any property of, or direct or indirect successor in interest to, any of the foregoing Persons mentioned in this subsection (ii) or any property of any such transferee or successor; (iii) creating, perfecting, or otherwise enforcing in any manner, directly or indirectly, any encumbrance of any kind against a Debtor, a Reorganized Debtor, or an estate or any of its property, or any direct or indirect transferee of any property of, or successor in interest to, any of the foregoing Persons mentioned in this subsection (iii) or any property of any such transferee or successor; (iv) acting or proceeding in any manner, in any place whatsoever, that does not conform to or comply with the provisions of this Plan to the full extent permitted by applicable law; and (v) commencing or continuing, in any manner or in any place, any action that does not comply with or is inconsistent with the provisions of this Plan; provided, that nothing contained herein shall preclude such Persons who have held, hold, or may hold Claims against a Debtor or an estate from exercising their rights, or obtaining benefits, pursuant to and consistent with the terms of this Plan, the Confirmation Order, or any other agreement or instrument entered into or effectuated in connection with the consummation of the Plan.
(b)    By accepting distributions pursuant to this Plan, each holder of an Allowed Claim will be deemed to have affirmatively and specifically consented to be bound by this Plan, including, the injunctions set forth in this Section.
10.8    Exculpation.  No Exculpated Party shall have or incur, and each Exculpated Party is hereby released and exculpated from, any Claim, Interest, obligation, suit, judgment, damage, demand, debt, right, Cause of Action, Released and Settled Claim, loss, remedy, or liability for any claim (including, but not limited to, any claim for breach of any fiduciary duty or any similar duty) in connection with or arising out of the administration of the Chapter 11 Cases; the negotiation and pursuit of the Exit Facility Documents, the Backstop Commitment Agreement,


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the DIP Facility, the LegacyCo Management Incentive Plan, the New Permian Corp. Management Incentive Plan, the Disclosure Statement, the Plan, the Restructuring Transactions, the Rights Offering, the LegacyCo Contribution Agreement, the Exchange Agreement, the Permian Contribution Agreement, the creation of New Permian Corp., Legacy Co. or the AUNC Trust (including the Plan Documents, the Restructuring Support Agreement, and the trust agreement creating the AUNC Trust), or any agreement, transaction, or document related to any of the foregoing, or the solicitation of votes for, or confirmation of, this Plan; the funding of this Plan; the occurrence of the Effective Date; the administration of this Plan or the property to be distributed under this Plan; any membership in (including, but not limited to, on an ex officio basis), participation in, or involvement with the Creditors’ Committee; the structuring, negotiation, performance, or conducting of, participation in, or entry into, the Rights Offering and/or the Backstop Commitment Agreement (including, but not limited to, payment or receipt of the Put Option Premium), including by any member of the Creditors’ Committee; the issuance of Securities under or in connection with this Plan; or the transactions in furtherance of any of the foregoing; except for Claims related to any act or omission that is determined in a Final Order by a court of competent jurisdiction to have constituted actual fraud or willful misconduct, but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to this Plan.  The Exculpated Parties and each of their respective affiliates, agents, directors, officers, employees, advisors, and attorneys have acted in compliance with the applicable provisions of the Bankruptcy Code with regard to the solicitation and distribution of Securities pursuant to this Plan and, therefore, are not, and on account of such distributions shall not be, liable at any time for the violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of this Plan or such distributions made pursuant to this Plan, including the issuance of Securities thereunder.  This exculpation shall be in addition to, and not in limitation of, all other releases, indemnities, exculpations, and any other applicable law or rules protecting such Exculpated Parties from liability.  
10.9    Releases.  
(a)    Releases by the Debtors.  As of the Effective Date, except for the rights that remain in effect from and after the Effective Date to enforce this Plan and the Plan Documents, for good and valuable consideration, the adequacy of which is hereby confirmed, including, the service of the Released Parties to facilitate the reorganization of the Debtors, the implementation of the Restructuring, and except as otherwise provided in this Plan or in the Confirmation Order, the Released Parties are deemed forever released and discharged by the Debtors, the Reorganized Debtors, and the Debtors’ estates, in each case on behalf of themselves and their respective successors, assigns, and representatives and any and all other Entities who may purport to assert any Cause of Action or Released and Settled Claim derivatively, by or through the foregoing Entities, from any and all claims,


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interests, obligations, suits, judgments, damages, demands, debts, rights, Causes of Action, Released and Settled Claim, losses, remedies, or liabilities whatsoever, including any derivative claims, asserted or assertable on behalf of the Debtors, the Reorganized Debtors, or the Debtors’ estates, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, that the Debtors, the Reorganized Debtors, or the  Debtors’ estates would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder of any Claim or Interest or other Entity, based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Chapter 11 Cases, the purchase, sale, or rescission of the purchase or sale of any Security of the Debtors or the Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in this Plan, the business or contractual arrangements between any Debtor and any Released Party (including, the Revolving Credit Documents and the Indentures), the DIP Facility, the Restructuring, the restructuring of any Claim or Interest before or during the Chapter 11 Cases, the Restructuring Transactions, the Rights Offering, the Exchange Agreement, the LegacyCo Contribution Agreement, the Permian Contribution Agreement, the creation of New Permian Corp., Legacy Co. or the AUNC Trust, the negotiation, formulation, or preparation of the Disclosure Statement, and this Plan and related agreements, instruments, and other documents (including the Plan Documents, the Restructuring Support Agreement and the trust agreement creating the AUNC Trust), the solicitation of votes with respect to this Plan, the Backstop Commitment Agreement, or the Rights Offering, any membership (including, but not limited to, on an ex officio basis), participation in, or involvement with the Creditors’ Committee, the structuring, negotiation, performance, or conducting of, participation in, or entry into, the Rights Offering and/or the Backstop Commitment Agreement (including, but not limited to, payment or receipt of the Put Option Premium), including by any member of the Creditors’ Committee, or any other act or omission, transaction, agreement, event, or other occurrence, except for Claims related to any act or omission that is determined in a Final Order by a court of competent jurisdiction to have constituted actual fraud or willful misconduct, but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to this Plan.  
(b)    Releases by Holders of Claims and Interests.  As of the Effective Date, except for the rights that remain in effect from and after the Effective Date to enforce the Plan and the Plan Documents, for good and valuable consideration, the adequacy of which is hereby confirmed, including, the service of the Released Parties to facilitate the reorganization of the Debtors and the implementation of the Restructuring, and except as otherwise provided in the Plan or in the Confirmation Order, the Released Parties, are deemed forever released and discharged by (i) subject to the penultimate sentence of this Section 10.9(b) of the Plan, holders of all Claims who vote to either accept or reject the Plan but do not opt out of granting the releases set forth herein (a “Release Opt-Out”), (ii) the Revolving Credit Facility 


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Agent, (iii) the Unsecured Notes Indenture Trustee, (iv) the DIP Facility Agent, and (v) the Statutory Committees from any and all claims, interests, obligations, suits, judgments, damages, demands, debts, rights, Causes of Action, Released and Settled Claims, losses, remedies, and liabilities whatsoever, including any derivative claims, asserted or assertable on behalf of the Debtors, and any claims for breach of any fiduciary duty (or any similar duty), whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, that such holders or their affiliates would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder of any Claim or Interest or other Entity, based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Chapter 11 Cases, the purchase, sale, or rescission of the purchase or sale of any Security of the Debtors or the Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the business or contractual arrangements between any Debtor and any Released Party (including, the Revolving Credit Documents and the Indentures), the DIP Facility, the Restructuring, the restructuring of any Claim or Interest before or during the Chapter 11 Cases, the Restructuring Transactions, the Rights Offering, the Exchange Agreement, the LegacyCo Contribution Agreement, the Permian Contribution Agreement, the creation of New Permian Corp., LegacyCo, or the AUNC Trust, the negotiation, formulation, or preparation of the Disclosure Statement, the Plan and related agreements, instruments, and other documents (including the Plan Documents, the Restructuring Support Agreement and the trust agreement creating the AUNC Trust), the solicitation of votes with respect to the Plan, the Backstop Commitment Agreement, or the Rights Offering, any membership in (including, but not limited to, on an ex officio basis), participation in, or involvement with the Creditors’ Committee, the structuring, negotiation, performance, or conducting of, participation in, or entry into, the Rights Offering and/or the Backstop Commitment Agreement (including, but not limited to, payment or receipt of the Put Option Premium), including by any member of the Creditors’ Committee, or any other act or omission, except for Claims related to any act or omission that is determined in a Final Order by a court of competent jurisdiction to have constituted actual fraud or willful misconduct, but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan.  For the avoidance of doubt, notwithstanding the foregoing, a Release Opt-Out solely means that such holder (i) is electing to not release the Released Parties other than the Debtors, and (ii) shall not impair, limit or effect in any way the exculpation of the Exculpated Parties as set forth in Section 10.8 of the Plan.  For the avoidance of doubt, the foregoing releases shall not release the indemnification rights of the (i) Secured Notes Indenture Trustee under the Secured Notes Indentures and any related documentation, and (ii) the Unsecured Notes Indenture Trustee under the Unsecured Notes Indentures and any related documentation.  


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(c)    Release of Liens.  Except as otherwise specifically provided in the Plan or in any contract, instrument, release, or other agreement or document created pursuant to the Plan, including the Exit Facility Documents, on the Effective Date and concurrently with the applicable distributions made pursuant to the Plan and, in the case of a Secured Claim, satisfaction in full of the portion of the secured claim that is Allowed as of the Effective Date, all mortgages, deeds of trust, Liens, pledges, or other security interests against any property of the estates shall be fully released and discharged, and all of the right, title, and interest of any holder of such mortgages, deeds of trust, Liens, pledges, or other security interests shall revert to the Reorganized Debtors and their successors and assigns, in each case, without any further approval or order of the Bankruptcy Court and without any action or filing being required to be made by the Debtors.
(d)    Waiver of Statutory Limitations on Releases.  Each releasing party in each of the releases contained in the Plan (including under Article X of the Plan) expressly acknowledges that although ordinarily a general release may not extend to claims which the releasing party does not know or suspect to exist in his favor, which if known by it may have materially affected its settlement with the party released, each releasing party has carefully considered and taken into account in determining to enter into the above releases the possible existence of such unknown losses or claims. Without limiting the generality of the foregoing, each releasing party expressly waives any and all  rights conferred upon it by any statute or rule of law which provides that a release does not extend to claims which the claimant does not know or suspect to exist in its favor at the time of executing the release, which if known by it may have materially affected its settlement with the released party, including the provisions of California Civil Code Section 1542.  The releases contained in Article X of the Plan are effective regardless of whether those released matters are presently known, unknown, suspected or unsuspected, foreseen or unforeseen.
10.10    Injunction Related to Releases and Exculpation.  The Confirmation Order shall permanently enjoin the commencement or prosecution by any Person or Entity, whether directly, derivatively, or otherwise, of any Claims, obligations, suits, judgments, damages, demands, debts, rights, Causes of Action, losses, or liabilities released pursuant to this Plan, including, the claims, obligations, suits, judgments, damages, demands, debts, rights, Causes of Action, and liabilities released or exculpated in this Plan.
10.11    Subordinated Claims.  The allowance, classification, and treatment of all Allowed Claims and Interests and the respective distributions and treatments thereof under this Plan take into account and conform to the relative priority and rights of the Claims and Interest in each Class in connection with any contractual, legal, and equitable subordination rights relating thereto, whether arising under general principles of equitable subordination, sections 510(a), 510(b), or 510(c) of the Bankruptcy Code, or otherwise.  Pursuant to section 510 of the Bankruptcy Code, the Debtors reserve the right to reclassify any Allowed Claim (other than any Allowed 


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Revolving Facility Claims, DIP Facility Claims, Allowed Secured Notes Claim or Allowed Unsecured Notes Claim) or Interest in accordance with any contractual, legal, or equitable subordination relating thereto.
10.12    Avoidance Actions.  From and after the Effective Date, the Reorganized Debtors shall waive the right to prosecute any avoidance, equitable subordination, or recovery actions that belong to the Debtors under chapter 5 of the Bankruptcy Code including sections 105, 502(d), 510, 542 through 551, and 553.  
10.13    Retention of Causes of Action/Reservation of Rights.  
(a)    Except as otherwise provided in Section 10.9 hereof, nothing herein or in the Confirmation Order shall be deemed to be a waiver or the relinquishment of any rights or Causes of Action that the Debtors or the Reorganized Debtors may have or which the Reorganized Debtors may choose to assert on behalf of their respective estates under any provision of the Bankruptcy Code or any applicable nonbankruptcy law, including (i) any and all Claims against any Person or Entity, to the extent such Person or Entity asserts a crossclaim, counterclaim, and/or Claim for setoff which seeks affirmative relief against the Debtors, the Reorganized Debtors, or their officers, directors, or representatives and (ii) for the turnover of any property of the Debtors’ estates; provided, that neither the Debtors nor the Reorganized Debtors shall preserve, retain, commence, prosecute or otherwise reserve any Claims or Cause of Action against (i) any Second Lien Noteholder, (ii) any Series B Interest Holder, (iii) the Secured Indenture Trustee, (iv) the Unsecured Senior Notes Groups (or any member thereof), (v) the Backstop Parties, or (vi) any of the forgoing Entities’ respective affiliates, agents, attorneys, advisors, professionals, officers, directors, and employees, including the Released and Settled Claims.
(b)    Nothing herein or in the Confirmation Order shall be deemed to be a waiver or relinquishment of any rights or Causes of Action, right of setoff, or other legal or equitable defense that the Debtors had immediately prior to the Petition Date, against or with respect to any Claim left unimpaired by the Plan.  The Reorganized Debtors shall have, retain, reserve, and be entitled to assert all such claims, Causes of Action, rights of setoff, and other legal or equitable defenses that they had immediately prior to the Petition Date fully as if the Chapter 11 Cases had not been commenced, and all of the Reorganized Debtors’ legal and equitable rights with respect to any Claim left unimpaired by the Plan may be asserted after the Confirmation Date to the same extent as if the Chapter 11 Cases had not been commenced.
(c)    The Reorganized Debtors reserve (or receive) and shall retain the applicable Causes of Action notwithstanding the rejection of any executory contract or unexpired lease during the Chapter 11 Cases or pursuant to the Plan.  In accordance with section 1123(b)(3) of the Bankruptcy Code, any Causes of Action that a Debtor may hold against any Entity shall vest in the Reorganized Debtors in accordance with the terms hereof.  The Reorganized Debtors shall have the exclusive right, authority, and discretion to determine and to initiate, file, prosecute, enforce, abandon, settle, compromise, release, 


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withdraw, or litigate to judgment any such Causes of Action and to decline to do any of the foregoing without the consent or approval of any third party or further notice to or action, order, or approval of the Bankruptcy Court.
10.14    Preservation of Causes of Action.  No Entity may rely on the absence of a specific reference in the Plan, the Plan Supplement, or the Disclosure Statement to any Cause of Action against them as any indication that the Debtors or the Reorganized Debtors will not pursue any and all available Causes of Action against them.  The Debtors and the Reorganized Debtors expressly reserve all rights to prosecute any and all Causes of Action against any Entity, except as otherwise expressly provided herein. 
10.15    Special Provisions for Governmental Units.  Solely with respect to Governmental Units, nothing herein shall limit or expand the scope of discharge, release, or injunction to which the Debtors or the Reorganized Debtors are entitled under the Bankruptcy Code.  Further, nothing herein, including Sections 10.8 and 10.9 hereof, shall discharge, release, enjoin, or otherwise bar (a) any liability of the Debtors or the Reorganized Debtors to a Governmental Unit arising on or after the Confirmation Date with respect to events occurring on or after the Confirmation Date, (b) any liability to a Governmental Unit that is not a Claim, (c) any valid right of setoff or recoupment of a Governmental Unit, (d) any police or regulatory action by a Governmental Unit, (e) any environmental liability to a Governmental Unit that the Debtors, the Reorganized Debtors, any successors thereto, or any other Person or Entity may have as an owner or operator of real property after the Effective Date, and (f) any liability to a Governmental Unit on the part of any Persons or Entities other than the Debtors or the Reorganized Debtors, provided, that nothing in this Section 10.15 shall affect the Debtors’ releases in Section 10.9 hereof, nor shall anything herein enjoin or otherwise bar any Governmental Unit from asserting or enforcing, outside the Bankruptcy Court, any of the matters described in clauses (a) through (f) above.
10.16    Protections Against Discriminatory Treatment.  Consistent with section 525 of the Bankruptcy Code and the Supremacy Clause of the U.S. Constitution, all Entities, including Governmental Units, shall not discriminate against the Reorganized Debtors or deny, revoke, suspend, or refuse to renew a license, permit, charter, franchise, or other similar grant to, condition such a grant to, discriminate with respect to such a grant against, the Reorganized Debtors, or another Entity with whom the Reorganized Debtors have been associated, solely because each Debtor has been a debtor under chapter 11 of the Bankruptcy Code, has been insolvent before the commencement of the Chapter 11 Cases (or during the Chapter 11 Cases but before the Debtors are granted or denied a discharge), or has not paid a debt that is dischargeable in the Chapter 11 Cases.
10.17    Document Retention.  On and after the Effective Date, the Reorganized Debtors may maintain documents in accordance with the Debtors’ standard document retention policy, as may be altered, amended, modified, or supplemented by the Reorganized Debtors.


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ARTICLE XI.
RETENTION OF JURISDICTION
11.1    Jurisdiction of Bankruptcy Court.  On and after the Effective Date, the Bankruptcy Court shall retain exclusive jurisdiction of all matters arising under, arising out of, or related to the Chapter 11 Cases and the Plan pursuant to, and for the purposes of, sections 105(a) and 1142 of the Bankruptcy Code and for, among other things, the following purposes:
(a)    To hear and determine motions for the assumption, assumption and assignment, or rejection of executory contracts or unexpired leases and the allowance of Claims resulting therefrom;
(b)    To determine any motion, adversary proceeding, application, contested matter, and other litigated matter pending on or commenced before or after the Confirmation Date, including, any proceeding with respect to a Cause of Action or Avoidance Action;
(c)    To ensure that distributions to holders of Allowed Claims are accomplished as provided herein;
(d)    To consider Claims or the allowance, classification, priority, compromise, estimation, or payment of any Claim, including any Administrative Expenses;
(e)    To enter, implement, or enforce such orders as may be appropriate in the event the Confirmation Order is for any reason stayed, reversed, revoked, modified, or vacated;
(f)    To issue injunctions, enter and implement other orders, and take such other actions as may be necessary or appropriate to restrain interference by any Person with the consummation, implementation, or enforcement of the Plan, the Confirmation Order, or any other order of the Bankruptcy Court;
(g)    To hear and determine any application to modify the Plan in accordance with section 1127 of the Bankruptcy Code and to remedy any defect or omission or reconcile any inconsistency in the Plan, the Disclosure Statement, or any order of the Bankruptcy Court, including the Confirmation Order, in such a manner as may be necessary to carry out the purposes and effects thereof;
(h)    To hear and determine all applications under sections 330, 331, and 503(b) of the Bankruptcy Code for awards of compensation for services rendered and reimbursement of expenses incurred prior to the Confirmation Date; 


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(i)    To hear and determine disputes arising in connection with or related to the interpretation, implementation, or enforcement of the Plan, the Confirmation Order, any transactions or payments contemplated herein, or any agreement, instrument, or other document governing or relating to any of the foregoing;
(j)    To hear and determine disputes arising in connection with Disputed Claims; 
(k)    To take any action and issue such orders as may be necessary to construe, enforce, implement, execute, and consummate the Plan or to maintain the integrity of the Plan following consummation;
(l)    To recover all assets of the Debtors and property of the Debtors’ estates, wherever located;
(m)    To determine such other matters and for such other purposes as may be provided in the Confirmation Order; 
(n)    To hear and determine matters concerning state, local, and federal taxes in accordance with sections 346, 505, and 1146 of the Bankruptcy Code (including the expedited determination of taxes under section 505(b) of the Bankruptcy Code);
(o)    To enforce all orders previously entered by the Bankruptcy Court;
(p)    To hear and determine any other matters related hereto and not inconsistent with the Bankruptcy Code and title 28 of the United States Code; 
(q)    To resolve any disputes concerning whether a Person or entity had sufficient notice of the Chapter 11 Cases, the Disclosure Statement, any solicitation conducted in connection with the Chapter 11 Cases, any bar date established in the Chapter 11 Cases, or any deadline for responding or objecting to a Cure Amount, in each case, for the purpose for determining whether a Claim or Interest is discharged hereunder or for any other purpose;
(r)    To determine any other matters or adjudicate any disputes that may arise in connection with or are related to the Plan, the Disclosure Statement, the Confirmation Order, the Plan Supplement, or any document related to the foregoing; provided that the Court shall not retain jurisdiction over disputes concerning documents contained in the Plan Supplement that have a jurisdictional, forum selection or dispute resolution clause that refers disputes to a different court; 
(s)    To hear and determine all disputes involving the existence, nature, or scope of the Debtors’ discharge, including any dispute relating to any liability arising out of the termination of employment or the termination of any employee or retiree benefit program, regardless of whether such termination occurred prior to or after the Effective Date; 


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(t)    To hear and determine any rights, claims, or causes of action held by or accruing to the Debtors or the Reorganized Debtors pursuant to the Bankruptcy Code or any federal or state statute or legal theory;
(u)    To enforce all orders, judgments, injunctions, releases, exculpations, indemnifications, and rulings entered in connection with the Chapter 11 Cases;
(v)    To hear any other matter not inconsistent with the Bankruptcy Code; and
(w)    To enter a final decree closing the Chapter 11 Cases.
To the extent that the Bankruptcy Court is not permitted under applicable law to preside over any of the forgoing matters, the reference to the “Bankruptcy Court” in this Article XI shall be deemed to be replaced by the “District Court.”  Nothing in this Article XI shall expand the exclusive jurisdiction of the Bankruptcy Court beyond that provided by applicable law.
ARTICLE XII
MISCELLANEOUS PROVISIONS
12.1    Dissolution of Statutory Committees.  On the Effective Date, the Statutory Committees shall dissolve, the current and former members of the Statutory Committees, including any ex officio members, and their respective officers, employees, counsel, advisors and agents, shall be released and discharged of and from all further authority, duties, responsibilities and obligations related to and arising from and in connection with the Chapter 11 Cases, except for the limited purpose of prosecuting (i) requests for allowances of compensation and reimbursement of expenses incurred prior to the Effective Date or (ii) any appeals of the Confirmation Order.
12.2    Substantial Consummation.  On the Effective Date, the Plan shall be deemed to be substantially consummated under sections 1101 and 1127(b) of the Bankruptcy Code.
12.3.    Exemption from Transfer Taxes.
(a)    Pursuant to section 1146(a) of the Bankruptcy Code, the issuance, transfer, or exchange of any Security or property hereunder or in connection with the transactions contemplated hereby, the creation, filing, or recording of any mortgage, deed of trust, or other security interest, the making, assignment, filing, or recording of any lease or sublease, or the making or delivery of any deed, bill of sale, or other instrument of transfer under, in furtherance of, or in connection with the Plan, including, the distribution of the LegacyCo Units, or any agreements of consolidation, deeds, bills of sale, or assignments executed in connection with any of the transactions contemplated


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herein, shall constitute a “transfer under a plan” within the purview of section 1146 of the Bankruptcy Code and shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, stamp act, real estate transfer tax, mortgage recording tax, Uniform Commercial Code filing or recording fee, or other similar tax or governmental assessment in the United States.
(b)    To the maximum extent provided by section 1146(a) of the Bankruptcy Code and applicable nonbankruptcy law, the Restructuring Transactions shall not be taxed under any law imposing a stamp tax or similar tax.
12.4    Expedited Tax Determination.  The Reorganized Debtors may request an expedited determination of taxes under section 505(b) of the Bankruptcy Code for all returns filed for or on behalf of the Debtors or the Reorganized Debtors for all taxable periods of the Debtors through the Effective Date.
12.5    Payment of Statutory Fees.  On the Effective Date, and thereafter as may be required, each of the Debtors shall (a) pay all the respective fees payable pursuant to section 1930 of chapter 123 of title 28 of the United States Code, together with interest, if any, pursuant to section 3717 of title 31 of the United States Code, until the earliest to occur of the entry of (i) a final decree closing such Debtor’s Chapter 11 Case, (ii) a Final Order converting such Debtor’s Chapter 11 Case to a case under chapter 7 of the Bankruptcy Code, or (iii) a Final Order dismissing such Debtor’s Chapter 11 Case, and (b) be responsible for the filing of consolidated post-confirmation quarterly status reports with the Bankruptcy Court in accordance with Rule 3021-1 of the Southern District of New York Local Bankruptcy Rules, which status reports shall include reports on the disbursements made by each of the Debtors.
12.6    Plan Modifications and Amendments.  The Plan may be amended, modified, or supplemented by the Debtors or the Reorganized Debtors, as applicable, with the consent of the Requisite Consenting Second Lien Creditors, the Requisite Commitment Parties, to the extent that it adversely affects the treatment or rights of holders of Claims in Classes 5, 6, 7A or 7B, the Creditors’ Committee, and, to the extent it adversely affects the Revolving Credit Facility Claims, the DIP Facility Claims or the Exit Facility, the Revolving Credit Facility Agent, the DIP Facility Agent or the Exit Facility Agent, as applicable, in the manner provided for by section 1127 of the Bankruptcy Code or as otherwise permitted by law without additional disclosure pursuant to section 1125 of the Bankruptcy Code, except as the Bankruptcy Court may otherwise direct; provided that any such alteration, amendment or modification is consistent with the Restructuring Support Agreement.  In addition, after the Confirmation Date, so long as such action does not materially and adversely affect the treatment of holders of Claims hereunder, the Debtors may, with the consent of the Requisite Consenting Second Lien Creditors and the Requisite Commitment Parties, and, to the extent such action adversely affects the Revolving Credit Facility Claims, the DIP Facility Claims or the Exit Facility, the Revolving Credit Facility Agent, the DIP Facility Agent or the Exit Facility Agent, as applicable, institute proceedings in the Bankruptcy Court to remedy any defect or omission or reconcile any inconsistencies in the Plan or the


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Confirmation Order with respect to such matters as may be necessary to carry out the purposes and effects of the Plan and any holder of a Claim that has accepted the Plan shall be deemed to have accepted the Plan as so amended, modified, or supplemented.  Prior to the Effective Date, the Debtors may make appropriate technical adjustments and modifications to the Plan without further order or approval of the Bankruptcy Court; provided, that such technical adjustments and modifications do not materially and adversely affect the treatment of holders of Claims and that any such technical adjustment or modification is consistent with the Restructuring Support Agreement. Notwithstanding any provision of this Plan to the contrary or that is silent on the issue of consent rights, all documents, exhibits, and schedules related the Plan or Restructuring Transactions including, the Plan, Disclosure Statement, Confirmation Order, the Plan Documents, the Plan Supplement, and the Exit Facility Documents must be acceptable to the Requisite Consenting Second Lien Creditors and the Requisite Commitment Parties.
12.7    Revocation or Withdrawal of Plan.  
(a)    The Debtors may revoke, withdraw, or delay consideration of the Plan prior to the Confirmation Date, either entirely or with respect to one or more of the Debtors, and to file subsequent amended plans of reorganization.  If the Plan is revoked, withdrawn, or delayed with respect to fewer than all of the Debtors, such revocation, withdrawal, or delay shall not affect the enforceability of the Plan as it relates to the Debtors for which the Plan is not revoked, withdrawn, or delayed.  If the Debtors revoke the Plan in its entirety, the Plan shall be deemed null and void.  In such event, nothing herein shall be deemed to constitute a waiver or release of any Claim by or against the Debtors or any other Person or to prejudice in any manner the rights of the Debtors or any other Person in any further proceedings involving the Debtors.
(b)    Notwithstanding the foregoing Section 12.7(a), if the Debtors take any action to attempt to withdraw such Plan from the docket of the Bankruptcy Court or the Debtors refuse, for any reason, to take any and all commercial reasonable actions to implement or support the Restructuring Transactions, then:  (a) immediately, at such time and without any further order of the Court, the Debtors will no longer be proponents of this the Plan and the Second Lien Group and the Unsecured Notes Group will become proponents of this Plan; provided, that if the exclusive periods of the Debtors have not been terminated as of such time, the Debtors shall remain nominal proponents of the Plan solely for the purposes of section 1121 until the expiration or termination of such exclusive periods; and (b) any and all provisions and consent rights or requirement that any document or transaction be “acceptable” or other terms under this Plan referencing “Weil,” the “Debtor,” or the “Debtors” are, and shall continue to be, in full force and effect with respect to the Consenting Creditors (as defined under the Restructuring Support Agreement) as if such provisions were written without reference to “Weil,” the “Debtor,” or the “Debtors.”
12.8    Courts of Competent Jurisdiction.  If the Bankruptcy Court abstains from exercising, or declines to exercise, jurisdiction or is otherwise without jurisdiction over any matter arising out of the Plan, such abstention, refusal, or failure of 


73





jurisdiction shall have no effect upon and shall not control, prohibit, or limit the exercise of jurisdiction by any other court having competent jurisdiction with respect to such matter.
12.9    Severability.  If, prior to entry of the Confirmation Order, any term or provision of the Plan is held by the Bankruptcy Court to be invalid, void, or unenforceable, the Bankruptcy Court, in each case at the election and request of the Debtors, with the consent of the Requisite Consenting Second Lien Creditors and Requisite Commitment Parties, and, to the extent such term or provision affects the Revolving Credit Facility Claims, the DIP Facility Claims or the Exit Facility, the Revolving Facility Agent, the DIP Facility Agent or the Exit Facility Agent, as applicable, may alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void, or unenforceable, and such term or provision shall then be applicable as altered or interpreted.  Notwithstanding any such holding, alteration, or interpretation, the remainder of the terms and provisions of the Plan shall remain in full force and effect and shall in no way be affected, impaired, or invalidated by such holding, alteration, or interpretation.  The Confirmation Order shall constitute a judicial determination and provide that each term and provision hereof, as it may have been altered or interpreted in accordance with the foregoing, is (a) valid and enforceable pursuant to its terms; (b) integral to the Plan and may not be deleted or modified except in accordance with the terms of the Plan; and (c) nonseverable and mutually dependent.
12.10    Governing Law.  Except to the extent the Bankruptcy Code or other U.S. federal law is applicable, or to the extent a schedule hereto, or a schedule in the Plan Supplement expressly provides otherwise, the rights, duties, and obligations arising hereunder shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to the principles of conflicts of law thereof to the extent they would result in the application of the laws of any other jurisdiction.
12.11    Schedules.  The schedules and exhibits to the Plan and the Plan Supplement are incorporated into, and are part of, the Plan as if set forth herein.
12.12    Successors and Assigns.  All the rights, benefits, and obligations of any Person named or referred to herein shall be binding on, and inure to the benefit of, the heirs, executors, administrators, successors, and/or assigns of such Person.
12.13    Time.  In computing any period of time prescribed or allowed herein, unless otherwise set forth herein or determined by the Bankruptcy Court, the provisions of Bankruptcy Rule 9006 shall apply.
12.14    Notices.  To be effective, all notices, requests, and demands to or upon the Debtors, the Second Lien Group, the Creditors’ Committee, the Equity Committee, or the Revolving Credit Facility Agent shall be in writing (including by facsimile or electronic transmission) and, unless otherwise expressly provided herein, 


74





shall be deemed to have been duly given or made when actually delivered, or in the case of notice by facsimile transmission, when received and telephonically confirmed, addressed as follows: 
	
		
	If to the Debtors, to:
Breitburn Energy Partners LP
707 Wilshire Boulevard
Suite 4600
Los Angeles, California 90017
Attn: Gregory Brown, General Counsel
Telephone: (213) 225-5900, Ext. 294
Telecopier: (213) 225-5917
E-mail:  gbrown@breitburn.com
	Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York  10153
Attn: Ray C. Schrock, P.C., Stephen Karotkin
Telephone: (212) 310-8000
Telecopier: (212) 310-8007
E-mail:  ray.schrock@weil.com, stephen.karotkin@weil.com

	If to the Second Lien Group, to:
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
Attn: Christopher Marcus, P.C.
Telephone: (212) 446-4800
Telecopier: (212) 446-4900 
E-mail:  christopher.marcus@kirkland.com
	Kirkland & Ellis LLP
300 North LaSalle
Chicago, IL 60654
Attention:  Steven N. Serajeddini 
Telephone: (312) 862-2000
Telecopier: (312) 862-2200 
E-mail address: steven.serajeddini@kirkland.com

	If to the Requisite Commitment Parties, to:
Akin Gump Strauss Hauer & Feld LLP
One Bryant Park
New York, NY 10036
Attn: Ira Dizengoff
Telephone: (212) 872-1096
Facsimile: (212) 872-1002
Email: idizengoff@akingump.com
	Akin Gump Strauss Hauer & Feld LLP
1333 New Hampshire Avenue, N.W.
Washington, DC 20036
Attn: Scott Alberino, Daniel Fisher
Telephone: (202) 887-4121
Facsimile: (202) 887-4288
Email: salberino@akingump.com, dfisher@akingump.com


White & Case LLP
1221 Avenue of the Americas
New York, NY 10020
Attn:  Harrison Denman
Telephone: (212) 819-2567
Facsimile:(212) 354-8113
Email:  hdenman@whitecase.com

	If to the Creditors’ Committee, to:
Milbank, Tweed, Hadley & McCloy LLP
2029 Century Park East, 33rd Floor
Los Angeles, CA 90067
Attn: Gregory Bray, Esq., Paul Aronzon,
Telephone: (424) 386-4000
Telecopier: (213) 629-5063
E-mail:  gbray@milbank.com, paronzon@milbank.com
	If to the Equity Committee, to:
Proskauer Rose LLP
Eleven Times Square
New York, NY 10036
Attn: Martin J. Bienenstock, Vincent Indelicato
Telephone: (212) 969-3000
Telecopier: (212) 969-2900 
E-mail:  mbienenstock@proskauer.com, vindelicato@proskauer.com

	If to the Revolving Credit Facility Agent, to: 
Wells Fargo Bank, N.A.
1000 Louisiana St.
9th Floor - Energy Group
Houston, TX 77002
Attn: Michael A. Tribolet
Telephone:  (713) 319-1326
Email:  Michael.A.Tribolet@wellsfargo.com


and


Wells Fargo Bank, National Association
Wells Fargo Law Department
333 S. Grand Avenue, Suite 1040
Los Angeles, CA 90071
Attn: David S. Rauch, Esq.
Telephone: (213) 253-6569
Facsimile: (213) 628-9918
Email: david.s.rauch@wellsfargo.com
	Winston & Strawn LLP
333 S. Grand Avenue, 38th Floor
Los Angeles, CA 90071
Attn: Eric E. Sagerman, Justin E. Rawlins,
Telephone: (213) 615-1700
Telecopier: (213) 615-1750
Email: esagerman@winston.com, jrawlins@winston.com


and


Winston & Strawn LLP
200 Park Avenue
New York, NY 10166-4193
Attn: David Neier, Carey D. Schreiber
Telephone:  (212) 294-6700
Facsimile:  (212) 294-4700
Email:  dneier@winston.com, cschreiber@winston.com






75





After the occurrence of the Effective Date, the Reorganized Debtors have authority to send a notice to Entities that in order to continue to receive documents pursuant to Bankruptcy Rule 2002, such Entities must file a renewed request to receive documents pursuant to Bankruptcy Rule 2002.  After the occurrence of the Effective Date, the Reorganized Debtors are authorized to limit the list of Entities receiving documents pursuant to Bankruptcy Rule 2002 to those Entities that have filed such renewed requests.


12.15    Reservation of Rights.  Except as otherwise provided herein, this Plan shall be of no force or effect unless the Bankruptcy Court enters the Confirmation Order.  None of the filing of this Plan, any statement or provision of this Plan, or the taking of any action by the Debtors with respect to this Plan shall be or shall be deemed to be an admission or waiver of any rights of the Debtors with respect to any Claims or Interests prior to the Effective Date.




76








		
	Dated:
	New York, New York


November 28, 2017
Respectfully submitted,
BREITBURN ENERGY PARTNERS LP
By:  /s/ Halbert S. Washburn    
		
	Name:
	Halbert S. Washburn


		
	Title:
	Chief Executive Officer


BREITBURN GP LLC
BREITBURN OPERATING LP
BREITBURN OPERATING GP LLC
BREITBURN MANAGEMENT COMPANY LLC
BREITBURN FINANCE CORPORATION
ALAMITOS COMPANY
BEAVER CREEK PIPELINE, L.L.C.
BREITBURN FLORIDA LLC
BREITBURN OKLAHOMA LLC
BREITBURN SAWTELLE LLC
BREITBURN TRANSPETCO GP LLC
BREITBURN TRANSPETCO LP LLC
GTG PIPELINE LLC
MERCURY MICHIGAN COMPANY, LLC
PHOENIX PRODUCTION COMPANY
QR ENERGY, LP
QRE GP, LLC
QRE OPERATING, LLC
TERRA ENERGY COMPANY LLC
TERRA PIPELINE COMPANY LLC
TRANSPETCO PIPELINE COMPANY, L.P












EXHIBIT I












BREITBURN ENERGY PARTNERS LP
SUMMARY OF PROPOSED TERMS AND CONDITIONS
This Summary of Proposed Terms and Conditions (this “Term Sheet”) outlines certain key terms to resolve certain matters, including treatment of the Prepetition Lenders under the Debtor’s Plan (all capitalized terms not defined, as defined below).  This Term Sheet is for discussion purposes only and, notwithstanding any discussion concerning proposed exit facilities by and among the Borrower, the other Loan Parties as Guarantors, the Prepetition Lenders, and the Administrative Agent, is neither a proposal nor a commitment to provide financing.  Nothing in this Term Sheet is binding on any party and no party will be bound to any commitment or agreement until such time, if any, as Definitive Documentation shall have been executed and delivered among the parties with express reference to such commitment or agreement and approved by the Bankruptcy Court (as defined below).  The outlined offered terms are subject to change, withdrawal or modification in the sole discretion of the Administrative Agent or the Loan Parties, are subject to the Administrative Agent’s approval of the form and content of the Definitive Documentation.  This Term Sheet does not constitute (nor shall it be construed as) an offer with respect to any securities or a solicitation of acceptances or rejections as to any Chapter 11 plan, it being understood that such solicitation, if any, only will be made in compliance with the applicable provisions of all applicable law.  For purposes of this Term Sheet “Definitive Documentation” means all documents related to the Debtors’ Plan, including, without limitation, the disclosure statement related to the Plan, Plan, and Confirmation Order.  The actual terms and conditions upon which credit, if any, may ultimately be extended are subject to satisfactory completion of due diligence, satisfactory documentation and such other terms and conditions as are determined in the sole discretion of the Administrative Agent.  No party shall be entitled to rely on any statement or representation made by any other party or its representatives except as ultimately set forth in final, executed Definitive Documentation, if any.  This Term Sheet is confidential, and, except to the extent agreed to by the Administrative Agent and the Borrower, shall not be disclosed to any person other than the Loan Parties, the Prepetition Lenders, potential agents, potential lenders and their attorneys and other advisors, and then only on a confidential basis and in connection with considering whether to agree to the Definitive Documentation.  This Term Sheet is proffered in the nature of a settlement proposal in furtherance of settlement discussions and is intended to be entitled to the protections of Federal Rule of Evidence 408, Evidence Code section 1152, and any other applicable statutes or doctrines.  Capitalized terms used herein, but not otherwise defined herein, shall have the meanings ascribed to such terms in the Prepetition Credit Agreement (as defined below).
		
	Prepetition Facility:
	The senior secured revolving credit facility (the “Prepetition Facility”) provided by Wells Fargo Bank, National Association, as administrative agent (the “Prepetition Agent”), and certain lenders (the “Prepetition Lenders”) pursuant to that certain Third Amended and Restated Credit Agreement dated as of November 19, 2014 (as amended, supplemented or otherwise modified, the “Prepetition Credit Agreement”) by and among Breitburn Operating LP (together with its affiliated debtors in chapter 11, the “Debtors”), as borrower, Breitburn Energy Partners LP (“BBEP”), as parent guarantor, and the Prepetition Agent and the Prepetition Lenders.


		
	Borrower:
	Breitburn Operating LP, a Delaware limited partnership (the “Borrower”).


		
	Guarantors:
	The obligations of (a) the Borrower under the Facilities (as defined below), (b) any Loan Party (as defined below) under any hedging 











agreements entered into between such Loan Party and any counterparty that is a Lender (as defined below) (or any affiliate thereof) and (c) any Loan Party under any treasury management arrangements between such Loan Party and a Lender (or any affiliate thereof) (collectively, the “Obligations”) will be unconditionally guaranteed, on a joint and several basis, by (i) each guarantor of the facilities under the Prepetition Facility (other than BBEP), including each person identified on Annex A, (ii) any other entity of which the Borrower is a direct wholly-owned subsidiary, collectively, the “Parent”), (iii) each other entity formed or otherwise continuing through the Plan as a successor to the Debtors (other than the Borrower, Permian Co. and Parent) and (iv) each other wholly-owned, material domestic restricted subsidiary of the Borrower (collectively with the Parent, the “Guarantors” and, collectively with the Borrower, the “Loan Parties”; and such guarantee being referred to as the “Guarantee”).  All Guarantees shall be guarantees of payment and not of collection. 
		
	Chapter 11 Plan:
	The chapter 11 plan (the “Plan”) of the Debtors pursuant to chapter 11 of title 11 of the United States Code filed in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”), which is attached to the Plan support agreement.  The Plan (a) shall provide for treatment of the Prepetition Lenders consistent with this Term Sheet and (b) shall give effect to the transactions contemplated by the Definitive Documentation and this Term Sheet.


		
	Lead Arrangers and
	Wells Fargo Securities, LLC (“Wells Fargo Securities”), Citigroup


		
	Bookrunners:
	Global Markets Inc., JP Morgan Chase Bank, N.A., Barclays Bank PLC, BMO Capital Markets Corp. and Capital One, N.A. will act as joint lead arrangers and bookrunners (each in such capacity, including any affiliates acting in such capacity, collectively, the “Lead Arrangers”). 


		
	Administrative Agent, Issuing
	Wells Fargo Bank, National Association (the “Administrative Agent”, 


		
	Bank and Swingline Lender:
	the “Issuing Bank” or the “Swingline Lender”, as the case may be).  Additional Issuing Banks and Swingline Lenders may be added with the consent of the Borrower and the Administrative Agent.


		
	Lenders:
	Each Prepetition Lender (for purposes of the Facilities, each a “Lender” and, collectively, the “Lenders”).


		
	Facilities:
	A senior secured amended and restated Term Facility and a senior secured amended and restated Revolving Facility (each as defined below and, collectively, the “Facilities”), that shall become effective on the effective date of the Plan (the “Plan Effective Date”), as follows:


		
	(a)
	Term Facility.  The new term loans shall be non-amortizing, interest-only term loans (the “Term Loans”)under a term facility (the “Term Facility” and the lenders under such Term Facility, the “Term 











Lenders”) deemed made by each Prepetition Lender to the Borrower on the Closing Date that does not elect to become a Revolving Lender, in a principal amount based upon such Term Lender’s pro rata share of the prepetition obligations under the Prepetition Facility (the “Prepetition Obligations”).  The Term Facility shall be secured pari passu with the Revolving Facility on a “last out” basis.
		
	(b)
	Revolving Facility.  Each Prepetition Lender that elects to become a revolving lender (collectively, the “Revolving Lenders”) by agreeing to provide a commitment in respect of a revolving facility (the “Revolving Facility” and the loans under such Revolving Facility, the “Revolving Loans”) shall be allocated its pro rata share of revolving commitments such that the total revolving commitment amount shall be in an amount equal to the lesser of (i) (A) the Borrowing Base and (B) an initial aggregate principal amount of $400,000,000, as adjusted from time to time in accordance with the provisions herein, secured pari passu with the Term Facility on a “first-out” basis less (ii) the aggregate principal amount of the Term Facility on the Closing Date.  


The Revolving Facility will include a subfacility for (i) standby letters of credit (each, a “Letter of Credit”) in the aggregate principal amount not to exceed the lesser of (x) the aggregate principal amount of the Revolving Facility and (y) $100,000,000, and (ii) a subfacility for swingline loans (each, a “Swingline Loan”) in the aggregate principal amount not to exceed the lesser of (x) the aggregate principal amount of the Revolving Facility and (y) $50,000,000, each on customary terms and conditions.
		
	Borrowing Base and Borrowing
	Availability under the Revolving Facility shall be subject to a borrowing


		
	Base Redetermination:
	base (the “Borrowing Base”), which shall be initially determined and periodically redetermined (each such redetermination a “Borrowing Base Redetermination”) as set forth below and otherwise on terms not less restrictive than the Prepetition Credit Agreement unless consented to by Administrative Agent in its sole discretion.


On the Closing Date, the initial Borrowing Base, inclusive of the Term Facility, shall be deemed to equal $400,000,000.  Thereafter, a Borrowing Base Redetermination shall occur on October 1, 2018 (the “First Scheduled Redetermination Date”), and thereafter on April 1 and October 1 of each year until the Revolving Facility is indefeasibly repaid or satisfied in full in cash and the commitments thereunder are terminated.
Interim Borrowing Base Redeterminations shall be implemented upon (a) the request of the Administrative Agent or the requisite Lenders (a “Lender Wild Card Redetermination”), or (b) the request of the Borrower; provided that (i) that there shall be no Lender Wild Card Redetermination prior to the First Scheduled Redetermination Date, (ii) 









there shall be no more than one Lender Wild Card Redetermination in any fiscal year and (iii) there shall be no more than one interim Borrowing Base Redetermination made at the request of the Borrower between each scheduled Borrowing Base Redetermination.  
Additionally, the Borrower may elect to cause an interim Borrowing Base Redetermination contemporaneously with the consummation of any acquisitions of oil and gas properties to which associated proven reserves represent at least 5% of the Borrowing Base.
In the event the total outstanding balance of the Revolving Facility is greater than the Borrowing Base (a “Borrowing Base Deficiency”) at the time of any Borrowing Base Redetermination, the Borrower shall, within 30 days after notice from Administrative Agent of the new or adjusted Borrowing Base, notify Administrative Agent of the Borrower’s election to exercise one, or a combination of, the following options in order to cure such Borrowing Base Deficiency:  (a) repay the Borrowing Base Deficiency (after giving effect to any action taken under clause (c) below) in a single lump sum for application to the Revolving Facility (as set forth in the “Mandatory Prepayments” section below); (b) repay the Borrowing Base Deficiency (after giving effect to any action taken under clause (c) below) in five monthly installments equal to one-fifth of such Borrowing Base Deficiency with the first such installment due 30 days after notice from Administrative Agent of the new or adjusted Borrowing Base and each following installment due 30 days after the preceding installment for application to the Revolving Facility (as set forth in the “Mandatory Prepayments” section below); or (c) provide additional collateral acceptable to the Administrative Agent, in the Administrative Agent’s sole discretion, to increase the Borrowing Base.
		
	Mandatory Borrowing Base
	If the sum of (a) the aggregate Borrowing Base value of oil and gas


		
	Reductions:
	properties disposed of (including through casualty and condemnation but excluding any disposition to a Loan Party) (i) during the period from the Closing Date to the date of the First Scheduled Redetermination Date and (ii) thereafter, during any period between scheduled Borrowing Base Redeterminations plus (b) the net effect of hedge modifications and early terminations of the Loan Parties to hedge agreements given credit in setting the Borrowing Base during such period, is greater than 5% of the Borrowing Base, then the Borrowing Base shall be automatically reduced by an amount equal to the aggregate Borrowing Base value of such oil and gas properties as determined by the Administrative Agent in the Administrative Agent’s sole discretion, based upon the engineered value attributed to such properties in the most recent Reserve Report.


If the Loan Parties and their subsidiaries incur any junior or unsecured indebtedness (subject to any baskets set forth herein and other baskets and exceptions to be mutually agreed between the Borrower and the Administrative Agent), then the Borrowing Base shall be 









automatically reduced by 25% of the stated principal amount of such indebtedness.
		
	Closing Date:
	The Plan Effective Date (the “Closing Date”).


		
	Use of Proceeds:
	The proceeds of the Facilities shall be used to (a) repay all obligations under the Debtor-in-Possession Credit Agreement dated as of May 19, 2016 (as amended, the “DIP Facility”) by and among Breitburn Operating LP, as borrower, Breitburn Energy Partners LP, as parent guarantor, Wells Fargo Bank, National Association, as administrative agent and certain lenders, (b) pay amounts required to be paid under the Plan, including any amounts owed to the Office of the United States Trustee, (c) pay fees and expenses in connection with emergence from the bankruptcy cases and (d) fund ongoing working capital requirements and other general corporate purposes.


		
	Financing Documentation:
	The Facilities will be documented in exit financing documents that are substantially consistent with the Prepetition Credit Agreement (and including EEA Bail-In provisions, customary sanctions provisions and definitions updates, including policies and procedures in respect thereof, and as otherwise mutually agreed with the Administrative Agent and the Borrower, and as otherwise set forth in this Term Sheet), including loan agreements, guarantees, promissory notes, borrowing base certificates, compliance and other customary certificates, commitment letter, fee letter, and collateral documents required to grant and perfect the Lenders’ first priority security interest in the collateral, including without limitation, security agreements, pledge agreements, financing statements, mortgages, deposit account control agreements, security account control agreements, and intellectual property security agreements each of which shall be consistent with the foregoing principles; provided that such documentation shall (a) contain terms and conditions set forth in this term sheet and such other changes as may be mutually agreed by the Borrower and the Administrative Agent and (b) give due regard to (i) current market terms for restructured reserve-based revolving credit facilities for borrowers emerging from bankruptcy and (ii) the operational and strategic requirements of the Parent and its subsidiaries (collectively, the “Financing Documentation” and the principles described therein, the “Documentation Principles”).


		
	Collateral:
	The Obligations will be secured by valid and perfected first priority (subject to certain exceptions set forth in the Financing Documentation) security interests in and liens on all of the following (collectively, the “Collateral”):


		
	(a)
	(i) 100% of the equity interests of all present and future domestic subsidiaries of any Loan Party (other than the equity interests of Breitburn GP LLC and the equity interests of any FSHCO) and (ii) 65% of the voting equity interests and 100% of the non-voting 











equity interests of all present and future first-tier Foreign Subsidiaries and FSHCOs of any Loan Party;
		
	(b)
	Substantially all of the tangible and intangible personal property and assets of the Loan Parties (including, without limitation, all equipment, inventory and other goods, accounts, licenses, contracts, intercompany loans, intellectual property and other general intangibles, deposit accounts, securities accounts and other investment property and cash, subject to any mutually agreed baskets); 


		
	(c)
	Oil and gas properties representing not less than 95% of the NYMEX Strip PV-9 of the total proved reserves of the Loan Parties included in the most recent Reserve Report; and


		
	(d)
	All other oil and gas properties (including undeveloped acreage, but excluding proved reserves) upon which the Loan Parties have granted the Prepetition Agent for the benefit of the Prepetition Lenders a lien pursuant to mortgages granted under the Prepetition Facility or DIP Facility to the extent still owned by the Loan Parties;


in each case, subject to exceptions for Excluded Property (to be defined as mutually agreed).  
“Foreign Subsidiary” shall mean any direct or indirect subsidiary of Parent organized under the laws of any jurisdiction other than the United States, any state thereof or the District of Columbia.
“FSHCO” shall mean any direct or indirect domestic subsidiary of Parent substantially all of the assets of which consist of the equity and/or securities of one or more Foreign Subsidiaries.
All such security interests in personal property and all liens on oil and gas properties and other real property will be created pursuant to the Financing Documentation. 
		
	Interest Rates:
	At the Borrower’s option, loans (other than Swingline Loans) will bear interest based on the Base Rate or LIBOR, plus the applicable Interest Margin (as defined below).  Swingline Loans will bear interest at the Base Rate plus the applicable Interest Margin.


The interest margin (“Interest Margin”) shall be:
		
	(a)
	in the case of the Revolving Facility, based upon utilization of the Borrowing Base (expressed as a percentage of outstanding loans and Letters of Credit under the Revolving Facility divided by the Borrowing Base) an Interest Margin according to the following grid:













	
					
	Utilization
	LIBOR+
	ABR+

	< 30.0%
	2.50
	%
	1.50
	%

	≥ 30.0%; < 60.0%
	2.75
	%
	1.75
	%

	≥ 60.0%; < 90.0%
	3.00
	%
	2.00
	%

	≥ 90.0%
	3.50
	%
	2.50
	%




and in the case of the Term Facility, an Interest Margin of 2.00% for LIBOR loans and 1.00% for Base Rate loans;
provided that in no event shall LIBOR be less than zero.
		
	Fees:
	(a)    Unused Line Fee. The Borrower shall pay to the Administrative Agent, for the account of the Revolving Lenders, an unused line fee (the “Unused Line Fee”) in an amount according to the following grid: 


	
		
	Commitment Utilization
	Rate

	< 50.0%
	0.375%

	<>50.0%
	0.50%




“Commitment Utilization” shall mean an amount equal to the average daily difference between (a) the total commitment of the Revolving Facility and (b) the aggregate outstanding balance of the Revolving Facility.
All accrued Unused Line Fees will be fully earned and due and payable monthly in arrears for the account of the Lenders under the Revolving Facility and will accrue from the Closing Date.
		
	(b)
	Upfront Fees.  The Borrower shall pay to Wells Fargo Securities, for the account of each of the Revolving Lenders, upfront fees which will be due and payable as follows:  (i) an aggregate amount equal to 0.15% times the aggregate principal amount of the Revolving Facility, which shall be earned and payable in full in cash on the Closing Date; and (ii) an aggregate amount equal to 0.30% times the aggregate principal amount of the Revolving Facility on the Closing Date, which shall be earned and payable in full in cash on the one (1) year anniversary of the Closing Date. 











		
	(c)
	Letter of Credit Fees.  The Borrower shall pay to the Administrative Agent for the account of the Revolving Lenders a Letter of Credit fee (due quarterly) equal to the product of the LIBOR Margin and the undrawn amount of each Letter of Credit.  In addition, Borrower shall pay to the Administrative Agent for the account of any Issuing Bank a fronting fee equal to the product of 0.20% and the undrawn amount of each Letter of Credit.


		
	(d)
	Other Fees.  The Borrower shall pay other fees set forth in a separate fee letter.


		
	Maturity Date:
	(a)    Revolving Facility.  The final maturity of the Revolving Facility will occur on the 4-year anniversary of the Closing Date.


		
	(b)
	Term Facility.  The final maturity of the Term Facility will occur on the 7-year anniversary of the Closing Date.


		
	Amortization:
	None.


		
	Mandatory Prepayments:
	(a)    Borrowing Base Redeterminations.  The Revolving Facility will be required to be repaid in the amount of any Borrowing Base Deficiency arising or resulting from the circumstances described under the section “Borrowing Base and Borrowing Base Redetermination” above as set forth in such section.


		
	(b)
	Borrowing Base Reductions.  The Revolving Facility will be required to be prepaid in connection with any Borrowing Base Deficiency arising or resulting from the circumstances described under the section “Mandatory Borrowing Base Reductions” above as set forth in such section.


		
	(c)
	Anti-Hoarding.  If as of the last business day of any calendar week any of the Revolving Loans are outstanding and the Loan Parties have Excess Cash (other than the proceeds of a borrowing that are expected to be used within 3 business days of such borrowing), then the Borrower shall within 2 business days prepay the Revolving Loans in an amount equal to such Excess Cash.  As used herein, “Excess Cash” means the amount of unrestricted cash and cash equivalents of Parent and the other Loan Parties in excess of $75,000,000 in the aggregate (excluding (i) cash earmarked to pay unaffiliated third party obligations or to affiliates on account of transactions not prohibited under the Financing Documentation for which checks have been issued or wires or ACH have been initiated, (ii) cash or cash equivalents of the Loan Parties constituting purchase price deposits held in escrow pursuant to a binding and enforceable purchase and sale agreement with a third party containing customary provisions regarding the payment and refunding of such deposits, (iii) cash and cash equivalents held in any of the following accounts in the ordinary course of business: 











(a) accounts designated and used solely for payroll or employee benefits; (b) cash collateral accounts with respect to Letters of Credit; (c) trust accounts held and used exclusively for the payment of taxes of the Loan Parties, including for the payment of taxes by direct (and, in the case of holding through an entity that is fiscally transparent for U.S. federal income taxes, indirect) partners of the Loan Parties; and (d) suspense, escrow or trust accounts designated and used exclusively for property reclamation deposits in respect of abandonment and remediation obligations, royalty, net profit interest and/or working interest payments owing to third parties or in respect of any such amounts owed by third parties to any Loan Party and (iv) royalty obligations, working interest obligations, production payments, vendor payments, and severance and ad valorem taxes of the Loan Parties due and owing within 3 business days to unaffiliated third parties and for which the Loan Parties will issue checks or initiate wires or ACH transfers within such 3 business day period).  In the event net cash proceeds received by a Loan Party in connection with any asset sale, casualty event or swap termination that are required to be used to make payments under the Loan Agreement are swept as being Excess Cash, then the Borrower shall be deemed to have made any other mandatory prepayment required to be made in respect of such proceeds.
All such mandatory prepayments made under 
		
	(i)
	clauses (a) and (b) above will be applied, first, to prepay outstanding loans under the Revolving Facility (without a permanent reduction in commitments thereunder), second, in the case of clauses (a) and (b) above, to cash collateralize Letters of Credit outstanding under the Revolving Facility for so long as a Borrowing Base Deficiency remains and third, to prepay outstanding loans under the Term Facility (with a corresponding permanent reduction in commitments thereunder); and


		
	(ii)
	clause (c) above will be applied to prepay outstanding loans under the Revolving Facility (without a permanent reduction in commitments thereunder).


		
	Optional Prepayments and
	Loans under the Revolving Facility may be prepaid at any time, in


		
	Commitment Reductions:
	whole or in part, at the option of the Borrower, upon notice to the Administrative Agent and in minimum principal amounts and in multiples to be mutually agreed upon with the Administrative Agent, without premium or penalty (except LIBOR breakage costs).  Any optional prepayment of the Revolving Facility will be applied to prepay outstanding loans (without a permanent reduction in commitments thereunder unless so elected by the Borrower).


The unutilized portion of the commitments under the Revolving Facility may be terminated, in whole or in part, at the option of the Borrower, 









upon notice to the Administrative Agent and in minimum principal amounts and in multiples to be mutually agreed with the Administrative Agent.
After prepayment in full of the Revolving Loans and cash collateralization of Letters of Credit outstanding under the Revolving Facility and termination of the commitments under the Revolving Facility, the Term Loans may be prepaid, in whole or in part, at the option of the Borrower, upon notice and in minimum principal amounts and in multiples to be mutually agreed, without premium or penalty (except LIBOR breakage costs).  Notwithstanding anything to the contrary herein, in no event shall any payments be made to satisfy any amounts outstanding under the Term Facility unless the amounts outstanding under the Revolving Facility are indefeasibly paid or satisfied (or are contemporaneously being indefeasibly repaid or satisfied) in full in cash on a final basis, the Letters of Credit outstanding under the Revolving Facility have been cash collateralized and the commitments thereunder are terminated.
		
	Conditions to Closing:
	In addition to the “Conditions to All Extensions of Credit” section below, the closing of the Facilities and, with regard to the Revolving Facility (if applicable), the making of the initial extensions of credit thereunder, will be subject to satisfaction of usual and customary conditions precedent, including but not limited to the following (collectively, the “Conditions to Closing”):  


		
	1.
	the Plan and any related order of the Bankruptcy Court, including, without limitation, the entry of the order confirming the Plan (the “Confirmation Order”), shall be in form and substance reasonably satisfactory to the Administrative Agent, including approval of the Facilities, and releases and exculpations, it being agreed that the Plan to which this Term Sheet is attached is satisfactory in form and substance to the Administrative Agent;


		
	2.
	the Confirmation Order shall be in full force and effect and shall not have been stayed, reversed, vacated or otherwise modified in a manner material and adverse to interests of the Administrative Agent and the Revolving Lenders or otherwise contrary to this Term Sheet;


		
	3.
	the Plan Effective Date shall have occurred, all conditions precedent to the effectiveness of the Plan shall have been (or shall be concurrently with the closing of the Facilities) fulfilled or waived as permitted therein, including, without limitation, all transactions contemplated in the Plan or in the Confirmation Order to occur on the Plan Effective Date shall have been (or shall be concurrently with the closing of the Facilities) substantially consummated in accordance with the terms thereof and in compliance with applicable law, Bankruptcy Court and regulatory approvals;











		
	4.
	the Administrative Agent shall have received satisfactory evidence as to the payment in full on the Closing Date of all material administrative expense claims, priority claims and other claims required to be paid upon the Closing Date;


		
	5.
	there shall have been no material adverse change in, or a material adverse effect upon, the operations, business, properties or financial condition of the Loan Parties taken as a whole (other than as a result of the events leading up to or arising from the commencement or continuance of the bankruptcy proceedings or the confirmation of the Plan) from the date of the Revolving Lenders providing their commitment to the Revolving Facility through the date of the closing of the Revolving Facility;


		
	6.
	(a) execution and delivery of the Financing Documentation and (b) the Administrative Agent and the Term Lenders and Revolving Lenders will have received (i) customary legal opinions as to the Loan Parties and the Financing Documentation (including, without limitation, customary opinions of local counsel), (ii) customary resolutions or other evidence of authority and incumbency, customary officers’ certificates, good standing certificates, in each case with respect to the Borrower and the Guarantors, and a solvency certificate for the Borrower and its subsidiaries on a consolidated basis after giving effect to the transactions contemplated by this Term Sheet on the Closing Date and (iii) flood hazard diligence and documentation as required by the federal Flood Disaster Protection Act of 1973 or otherwise in a manner satisfactory to the Term Lenders and Revolving Lenders;


		
	7.
	all documents and filings required to perfect or evidence the Administrative Agent’s first priority security interest in and liens on the Collateral (including, without limitation, all certificates evidencing pledged capital stock or membership or partnership interests, as applicable, with accompanying executed stock powers, all UCC financing statements to be filed in the applicable government UCC filing offices, all intellectual property security agreements to be filed with the United States Copyright Office or the United States Patent and Trademark Office, as applicable, all deposit account and securities account control agreements and all mortgages, deeds of trust and real property filings) shall have been executed and/or delivered and, to the extent applicable, be in proper form for filing; provided, however, to the extent the Borrower and the Guarantors cannot deliver any such items (other than UCC financing statements and certificates evidencing pledged capital stock or membership or partnership interests) after the use of commercially reasonable efforts to do so by the Closing Date, the Borrower and the Guarantors shall be afforded a post-closing period of 30 days (or such other period as the Administrative Agent may agree in its sole discretion) to deliver such documentation;











		
	8.
	the Prepetition Obligations shall receive the treatment outlined in this Term Sheet and the Plan, the Prepetition Facility shall have been amended and restated pursuant to the Plan, and the DIP Facility shall have been repaid in full (or, in the case of outstanding letters of credit, rolled into the Revolving Facility on terms and conditions satisfactory to the issuing banks under the Revolving Facility and the Administrative Agent) and the commitments thereunder terminated, and all security interests related thereto shall have been terminated substantially concurrently with the Closing Date;


		
	9.
	the Administrative Agent shall have received an ACORD evidence of insurance certificate evidencing coverage of the Loan Parties and their respective subsidiaries and naming the Administrative Agent in such capacity for the Lenders as additional insured on all liability policies (subject to customary exceptions) and loss payee on all property insurance policies;


		
	10.
	all required governmental and third party consents and approvals shall have been obtained by the Loan Parties and shall be in full force and effect;


		
	11.
	all fees and documented out-of-pocket expenses required to be paid on the Closing Date in connection with the Facilities, including the reasonable documented out-of-pocket fees and expenses of counsel and financial advisors to the Administrative Agent, shall have been paid in full in cash;


		
	12.
	the Parent and its consolidated subsidiaries shall demonstrate liquidity of not less than $100,000,000 on the Closing Date, after giving effect to the transactions contemplated hereby and under the Plan;


		
	13.
	prior to or concurrently with the initial borrowings under the Facilities, the Borrower shall have received no less than $765,000,000 in proceeds from the sale to PermianCo of certain of the Debtors’ acreage and related assets (including producing wells, existing infrastructure and all other proved developing producing (PDP) assets), including all rights to develop such acreage and related business operations; and


		
	14.
	the Administrative Agent shall have received an updated business plan for the Borrower and its subsidiaries after giving effect to the transactions contemplated hereby and under the Plan on the Closing Date (the “Business Plan”) and such Business Plan shall be in form and substance reasonably acceptable to the Administrative Agent.











		
	Conditions to All Extensions of
	Each extension of credit under the Facilities will be subject to 


		
	Credit:
	satisfaction of the following:  (a) all of the representations, warranties, and covenants (including compliance with anti-cash hoarding) in the Financing Documentation shall be true and correct in all material respects (or if qualified by materiality or material adverse effect, in all respects) as of the date of such extension of credit, or if such representation speaks as of an earlier date, as of such earlier date; (b) no default or event of default under the Facilities shall have occurred and be continuing or would result from such extension of credit; and (c) delivery of a customary borrowing notice.


		
	Cash Management:
	The Loan Parties and their subsidiaries shall maintain their cash management system as it existed prior to the Closing Date for the benefit of the Facilities, with such changes as may be mutually agreed by the Administrative Agent and the Borrower.


		
	Representations and
	The Financing Documentation will contain representations and warranties


		
	Warranties:
	subject to exceptions and materiality thresholds as are usual and customary for transactions of this type as mutually agreed (which will be applicable to the Loan Parties and their restricted subsidiaries).


		
	Affirmative Covenants:
	The Financing Documentation will contain affirmative covenants subject to limitations and modifications as are usual and customary for transactions of this type as mutually agreed (which will be applicable to the Loan Parties and their restricted subsidiaries).


		
	Negative Covenants:
	The Financing Documentation will contain negative covenants subject to limitations and modifications as are usual and customary for transactions of this type as mutually agreed (which will be applicable to the Loan Parties and their restricted subsidiaries):


		
	(a)
	limitation on liens;


		
	(b)
	limitation on disposition of assets;


		
	(c)
	limitation on consolidations and mergers;


		
	(d)
	limitation on loans and investments;


		
	(e)
	limitation on indebtedness (including a prohibition on junior indebtedness until the first measurement date of (and compliance with) the Total Net Leverage Ratio referenced below);


		
	(f)
	limitation on transactions with affiliates;


		
	(g)
	limitations on margin stock;


		
	(h)
	limitations on contingent obligations;











		
	(i)
	limitations on restricted payments (including, (i) restrictions on payments and prepayments of certain junior and unsecured debt and (ii) customary restrictions on dividends, distributions, redemptions and repurchases of equity), including an exception for customary tax distributions; provided that restricted payments shall be permitted as long as (i) no default or event of default exists before or after giving effect thereto, (ii) pro forma availability under the Revolving Facility is greater than 20%, (iii) the pro forma Total Net Leverage Ratio is less than 2.50 to 1.00 and (iv) the Administrative Agent shall have received a certificate as to compliance with such conditions (including calculations therefor);


		
	(j)
	limitations on derivative contracts (as set forth in greater detail below);


		
	(k)
	limitations on (A) changes to the nature of the Loan Parties’ business and (B) amendments to (i) organization documents, (ii) material subordinated indebtedness and (iii) corporate structure;


		
	(l)
	limitations on accounting changes;


		
	(m)
	ERISA compliance;


		
	(n)
	limitations on restrictions affecting the ability of subsidiaries to guarantee the loans, grant liens securing the loans or make distributions to the Borrower;


		
	(o)
	limitations on transactions with Breitburn Collingwood Utica LLC (“Breitburn Utica”), for so long as Breitburn Utica is an unrestricted subsidiary; and


		
	(p)
	limitations on amendments to documents governing certain junior and unsecured debt.


		
	Financial Covenants:
	Limited to the following financial covenants:


		
	(a)
	Total Net Leverage Ratio.  As of the last day of any fiscal quarter, commencing with the first full fiscal quarter after the Closing Date, the ratio of Total Net Indebtedness (as defined below) to EBITDAX for the trailing twelve months then ending (the “Total Net Leverage Ratio”) shall not exceed 4.00 to 1.00.


		
	(b)
	“Current Ratio” means, as of the last day of any fiscal quarter, commencing with the last day of the first full fiscal quarter ending after the Closing Date, the ratio of (a) consolidated current assets (including the unused amount of the commitments under the Revolving Facility, unless a default exists, but excluding non-cash assets under ASC 815 and excluding cash collateral) to (b) consolidated current liabilities (excluding (i) non-cash obligations under ASC 815, (ii) current maturities of long term debt (including 











in respect of the Obligations) and (iii) non-cash liabilities recorded in connection with stock-based or similar incentive based compensation awards or arrangements), shall not be less than 1.00 to 1.00.
“Total Net Indebtedness” shall mean debt for borrowed money (including obligations evidenced by bonds, notes and similar instruments), direct obligations arising under letters of credit surety bonds and similar instruments, capital leases and purchase money debt, deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business), guarantees in respect of the foregoing types of debt, and all debt of the foregoing types of any partnership or joint venture in which the Borrower or a subsidiary is a general partner or joint venturer, unless such debt is expressly made non-recourse minus unrestricted cash and cash equivalents and cash and cash equivalents restricted in favor of the Administrative Agent or any Lender in an aggregate amount not to exceed $50,000,000.
“EBITDAX” shall be defined in a manner substantially consistent with the definition thereof in the Prepetition Credit Agreement (including an add-back for fees and transaction costs incurred by the Loan Parties in connection with the bankruptcy cases and the transactions contemplated hereby, and unusual, one-time or non-recurring restructuring charges incurred during the first two fiscal quarters following the Closing Date not to exceed 10% of EBITDAX for such quarter (calculated prior to giving effect to to such adjustment)); provided that EBITDAX for each of the four fiscal quarters ending before the Closing Date shall be deemed to equal $32,500,000/quarter.
For purposes of determining compliance with the financial covenants, any cash equity contribution (which shall be common equity or otherwise in a form acceptable to the Administrative Agent) made to the Borrower after the last day of any fiscal quarter and on or prior to the day that is ten days after the day on which financial statements are required to be delivered for that fiscal quarter will, at the request of the Borrower, be included in the calculation of EBITDAX and/or current assets solely for the purposes of determining compliance with such financial covenant at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of EBITDAX or current assets, a “Specified Equity Contribution”); provided (a) the Borrower will be permitted to request that a Specified Equity Contribution be included in the calculation of EBITDAX and/or current assets with respect to any fiscal quarter (i) no more than twice during any consecutive four fiscal quarter period, and (ii) no more than four times in the aggregate during the term of the Facilities; (b) each Specified Equity Contribution will be no greater than the amount required to cause the Borrower to be in compliance with the 









financial covenants; (c) all Specified Equity Contributions and the use of proceeds thereof will be disregarded for all other purposes under the Facilities; and (d) subject to other customary qualifications and limitations on Specified Equity Contributions.
		
	Hedging Requirements:
	Minimum Hedging.  The Borrower shall enter into hedging agreements with Lenders (or any of their respective affiliates; provided that no more than 10% of the aggregate notional volumes (with appropriate conversions for crude oil, natural gas and natural gas liquids units) under hedge agreements may come from hedge agreements with affiliates of Lenders) with a term of no more than thirty-three months to limit or reduce market price risk with respect to at least 50% of expected production of oil and gas from “proved developed producing” reserves and at least 20% of expected production of oil and gas from “proved developed non-producing” and “proved undeveloped” reserves for a term maturing 33-months immediately following the Closing Date, as determined by reference to the most recent Reserve Report within (a) in the case of “proved developed producing” reserves and “proved developed non-producing” reserves, 90 days following the Closing Date (or such later date as the Administrative Agent may agree in its sole discretion) and (b) in the case of “proved undeveloped” reserves, 180 days following the Closing Date (or such later date as the Administrative Agent may agree in its sole discretion).


Maximum Hedging.  The Borrower may enter into hedging agreements with Lenders (or any of their respective affiliates; provided that no more than 10% of the aggregate notional volumes (with appropriate conversions for crude oil, natural gas and natural gas liquids units) under hedge agreements may come from hedge agreements with affiliates of Lenders) with a term of no more than sixty months to limit or reduce market price risk, subject to customary adjustments for asset sales and early termination options acceptable to hedge providers; provided that no such hedging agreement, at the time it is entered into, when aggregated with all permitted hedging agreements, requires the Loan Parties, collectively, to deliver volumes in excess of the sum of 90% of the “proved developed producing” reserves, 50% of “proved developed non-producing” and 50% of “proved undeveloped” reserves for each month in years 1, 2, 3, 4 and 5, each as determined by reference to the most recent Reserve Report.
		
	Events of Default:
	Substantially similar to the events of default in the Prepetition Credit Agreement, except as mutually agreed with the Administrative Agent and as otherwise set forth in this Term Sheet, each subject to limitations and modifications as are usual and customary for transactions of this type as mutually agreed (which will be applicable to the Loan Parties and their subsidiaries (other than (i) immaterial subsidiaries (which are not Loan Parties) for the bankruptcy defaults and (ii) unrestricted subsidiaries (which are not Loan Parties) except to the extent provided in the Prepetition Credit Agreement)).











		
	Amendments and Waivers:
	Amendments and waivers of the Financing Documentation will require the approval of the Revolving Lenders (that are non-defaulting Revolving Lenders) holding more than 50% of the aggregate amount of the commitments in respect of the Revolving Facility, except that the consent of (a) each Revolving Lender (that is a non-defaulting Revolving Lender) shall be required in connection with (i) any increase of the Borrowing Base and (ii) changing any provision specifying the number or percentage of Revolving Lenders required to amend or waive any Financing Documentation (other than a provision amendments or waivers with respect to the matters set forth in clauses (c) and (d) below which shall require the consent of each Lender (that is a non-defaulting Lender), (b) Revolving Lenders (that are non-defaulting Revolving Lenders) holding more than 66-2/3% of the aggregate amount of the commitments in respect of the Revolving Facility shall be required to decrease or maintain the Borrowing Base, (c) each Lender shall be required in connection with (i) changing any provision specifying the number or percentage of Lenders (that are non-defaulting Lenders) required to amend or waive any Financing Documentation in respect of the matters described in this clause (c) and clause (d) below and (ii) releasing any guarantor (except in connection with a permitted transaction) or all or substantially all of the Collateral, and (d) each affected Lender shall be required in connection with (i) any increase or extension of its commitment, (ii) the postponement of any scheduled date for payment of principal, interest, fees or other amount payable to such Lender, (iii) any reduction in the principal amount of any loan, interest rate (other than the waiver of default interest), fee or other amount payable to such Lender and (iv) altering the pro rata sharing of payments.


		
	Expenses and Indemnification:
	Usual and customary for facilities of this type as may be mutually agreed.


		
	Governing Law:
	State of New York.


















ANNEX A


GUARANTORS
	
		
	Guarantor
	Jurisdiction of Organization

	Breitburn GP LLC
	Delaware

	Breitburn Operating GP LLC
	Delaware

	Breitburn Management Company LLC
	Delaware

	Breitburn Florida LLC
	Delaware

	Breitburn Oklahoma LLC
	Delaware

	Breitburn Sawtelle LLC (f/k/a Breitburn Fulton LLC)
	Delaware

	Breitburn Transpetco GP LLC
	Delaware

	Breitburn Transpetco LP LLC
	Delaware

	Transpetco Pipeline Company, L.P.
	Delaware

	Breitburn Finance Corporation
	Delaware

	Beaver Creek Pipeline, L.L.C.
	Michigan

	Alamitos Company
	California

	Phoenix Production Company
	Wyoming

	GTG Pipeline LLC
	Virginia

	Mercury Michigan Company, LLC
	Michigan

	Terra Energy Company LLC
	Michigan

	Terra Pipeline Company LLC
	Michigan

	QR Energy, LP
	Delaware

	QRE GP, LLC
	Delaware

	QRE Operating, LLC
	Delaware 
















EXHIBIT II












Historical Division 6
Oil and Gas Lease Schedule
	
										
	Lessor  Full  Name
	Lessee
	Lease  Date
	Lease
Type
	Lease  Legal  Description
	State
	County
	Book
	Page
	Instrument  No.

	CHARLIE  A. SMITH
	CROWN OIL PARTNERS, LLC
	07/29/2008
	FEE
	SEC 7, BLK 35, T-2-S, T&P RY. CO. SVY, GLASSCOCK CO, TX, S&E DEPTHS  SHALLOWER THAN 100' BELOW  DEEPEST  PROD FORM IN
82.685 AC TR OUT OF POOLED UNIT
160 AC PATTERSON PETROLEUM, INC. NO. 1 SMITH UNIT, REC VOL 325, PG 621 GLASSCOCK CO, TX.
	TX
	Glasscock
	119
	448
	3338

	MARY ALICE ALLEN
	PATTERSON PETROLEUM, INC
	05/24/1994
	FEE
	T&P RY CO SVY, T-2-S, BLK 35, SEC.
07, S& E 82.865 ACS M/L WITHIN THE BOUNDARIES OF THE POOLED UNIT
160 ACRE PATTERSON PETROLEUM, INC. NO. 1 SMITH UNIT.
	TX
	Glasscock
	314
	428
	1184

	A K GUTHRIE  2006 REV TRUST, MARY G THOMPSON, ANDREA  KAY
NELSON'S  GRANDCHILDREN'S TRUST, KIMBERLY  PAIGE GUTHRIE GRANDCHILDREN'S TRUST, AND DORIS PIKE GUTHRIE  TEXAS TRUST FOR MARY LYNN GUTHRIE  PERRY.
	BREITBURN
	05/02/2013
	FEE
	T&P RY CO SURVEY0
T2N, BLOCK 330
SEC 6: W/2
	TX
	Howard
	1342
	504
	 

	A K GUTHRIE,  MARY G THOMPSON, DORIS PIKE GUTHRIE  TEXAS TRUST FOR A K GUTHRIE,  AND
DORIS PIKE GUTHRIE  TEXAS TRUST FOR MARY LYNNE GUTHRIE  PERRY
	SPRING ENERGY CO INC
	04/23/2010
	FEE
	W/2 OF SECTION  6, BLOCK 33, T-2-N, T&P RY. CO. SURVEY
	TX
	Howard
	1187
	634
	 

	A.G. ROGERS,  INDIVIDUALLY AND AS INDEPENDENT EXECUTOR  FOR THE ESTATE OF LUCY MYRLENE  ROGERS, DECEASED
	SPRING ENERGY CO INC
	04/20/2012
	FEE
	S/2, SEC 34, BLK 33, T2N, T&P RR CO SURVEY, HOWARD COUNTY, TEXAS. CONT 322 ACS M/L.
	TX
	Howard
	1272
	12
	 

	A.O. LANG, JR. AND HIS WIFE, MARY D. LANG
	JOHN P. BATES
	08/25/1977
	FEE
	TWP 2N BLK 34 SEC 2 & 11; SEC 2: SW/4; SEC 11: SW/4; SE/4
	TX
	Howard
	461
	702
	4860

	ADAM BROWN
	BIG STAR OIL & GAS LLC
	02/22/2012
	FEE
	THE SOUTH HALF (S/2) AND THE NORTHEAST QUARTER  (NE/4) OF SECTION  28, BLOCK 33, T-2-N, T&P RR CO SURVEY,  HOWARD  COUNTY, TEXAS, CONTAINING 486 ACRES, MORE OR LESS
	TX
	Howard
	1263
	665
	2012-00002233

	ALEXANDER FRENCH BANKS, RICHARD  ASWORTH  BANKS, JAMES DURINGER  BANKS C/O BANK ONE TRUST COMPANY,  N.A., AGENT
	OGX RESOURCES LLC
	07/24/2006
	FEE
	SE/4 BELOW  7,134' AND SW/4 OF SEC
40, BLK 33, T-2-N, T&P RR CO SURVEY
	TX
	Howard
	1038
	196
	00000812

	ALICE ANN BROWN
	OGX RESOURCES
	07/20/2006
	FEE
	SW/4 OF SECTION  41, BLOCK 33, T-2- N, T&P RR CO SURVEY
	TX
	Howard
	1016
	104
	00003765

	ALICE ANN BROWN,  SSP
	CLEAR WATER, INC.
	09/21/2009
	FEE
	W/2 SEC 43, BLK 33, T-2-N, T&P & RY CO SURVEY
	TX
	Howard
	1153
	542
	200900004823

	ALICE ANN GRANTHAM
	RBP LAND COMPANY
	12/04/2009
	FEE
	E/2 SE/4 SECTION  33, BLOCK 33, T-2- N, T&P RR. CO. SURVEY
	TX
	Howard
	1171
	760
	 

	AMY M BLEDSOE
	BREITBURN OPERATING LP
	06/25/2015
	FEE
	S/2 S/2 NE/4 OF SECTION  31, BLOCK
33, T-20N, T&P RY CO SURVEY, CONTAINING 40 ACRES
	TX
	Howard
	1466
	783
	2015-00004735

	ANDRES  PERCHES
	BREITBURN OPERATING LP
	07/21/2014
	FEE
	SW/4 SW/4 OF SECTION  18, BLOCK 33, T-2-N, HOWARD  COUNTY,  TX
	TX
	Howard
	1409
	77
	2014-00005487

	ANN LAND ALEXANDER
	CROWNROCK, LP
	05/15/2010
	FEE
	THE E/80 ACRES OF THE W/215
ACRES OF THE S/2 OF SECTION  48, BLOCK A, BAUER & COCKRELL SURVEY
	TX
	Howard
	1183
	378
	 

	ANN LAND ALEXANDER
	RBP LAND COMPANY
	10/30/2009
	FEE
	SE/4 SECTION  33, BLOCK 33, T-2-N, T&P RR. CO. SURVEY
	TX
	Howard
	1171
	754
	 

	ANN LAND ALEXANDER
	STEVENS  & TULL DEVELOPMENT LT
	03/28/2007
	FEE
	W/2 N/66 2/3 N/200 W/2 SECTION  49, IN BLOCK A, BAUER & COCKRELL SURVEY
	TX
	Howard
	1056
	210
	 

	ANN LAND ALEXANDER
	CROWNROCK, LP
	04/23/2010
	FEE
	TR 2 NE/4 AND TR 4 W/2, SEC 32, BLK
33, T-2-N, T&P RY CO SURVEY, HOWARD  COUNTY,  TX, CONT 104.20
ACS, M/L.
	TX
	Howard
	1177
	600
	 

	ANN PRICE
	CROWNROCK, LP
	07/11/2011
	FEE
	EAST 65AC OF SE/4, SECTION  48, BLOCK A, BAUER & COCKRELL SURVEY
	TX
	Howard
	1237
	672
	 

	Annie Elaine Potter, Trustee of the Annie
Elaine Potter Living Trust
	Brigham Oil & Gas, LP
	4/10/2001
	Fee
	Northeast  Quarter (NE/4), Sec 31, BLK
33, T2N, T&P RR Co Survey
	TX
	Howard
	836
	649
	 

	AUGUST PETERSON
	CROWNROCK, LP
	11/14/2011
	FEE
	T&P RR CO, T2N, BLK 33, SEC 320
TR1: E 85.286 ACS LOTS 8-90
TR2: W 19.62 ACS LOTS 8-90
HOWARD  CO, TX
	TX
	Howard
	1265
	651
	 

	AUSTIN TRUST COMPANY,  LINDLEY COLE TURNER AND MATTHEW GARRETT  TURNER,  CO-TRUSTEES OF THE LINDLEY COLE TURNER TRUST UNDER THE WILL OF DOROTHY  ANN TURNER,  DECEASED.
	PARTEE DRILLING,  INC.
	09/09/2010
	FEE
	T2N, BLK 330
SEC 38: E/20
T&P RY CO SURVEY0
HOWARD  COUNTY,  TEXAS
	TX
	Howard
	1194
	608
	 

	AUSTIN TRUST COMPANY,  LINDLEY COLE TURNER AND MATTHEW GARRETT  TURNER,  CO-TRUSTEES OF THE MATTHEW  GARRETT  TURNER TRUST UNDER THE WILL OF
DOROTHY  ANN TURNER,  DECEASED.
	PARTEE DRILLING,  INC.
	09/09/2010
	FEE
	T2N, BLK 330
SEC 38: E/20
T&P RY CO SURVEY,  HOWARD COUNTY,  TEXAS
	TX
	Howard
	1194
	594
	 

	BARBARA  ANN WILLIAMS  WRIGHT
	CROWNROCK LP
	01/25/2013
	FEE
	T2N BLK 330
SEC 33: E/2 SE/40
T&P RR CO SURVEY0
HOWARD  CO, TX0
CONT 80 ACS M/L
	TX
	Howard
	1315
	56
	 

	BARBARA  CLARK
	OGX RESOURCES LLC
	06/16/2006
	FEE
	NE/4 OF SECTION  40, BLOCK 33, T-2-N, T&P RR CO SURVEY
	TX
	Howard
	1013
	229
	0000321

	BARBARA  ELIZABETH  WILLIAMS
	CROWNROCK LP
	01/11/2013
	FEE
	T2N BLK 330
SEC 33: E/2 SE/40
T&P RR CO SURVEY0
HOWARD  CO, TX0
CONT 80 ACS M/L
	TX
	Howard
	1315
	52
	2013-00000966

	BARBARA  J BUNDY, TRUSTEE  OF THE BARBARA  J BUNDY TRUST UNDER TRUST AGREEMENT DATED MAY 23,
1996, AS AMENDED  BY FIRST AMENDMENT DATED JUNE 4. 2004
	SPRING ENERGY CO INC
	05/17/2010
	FEE
	W/2 OF SECTION  6, BLOCK 33, T-2-N, T&P RY. CO. SURVEY,  HOWARD COUNTY,  TEXAS CONTAINING 320
ACRES MORE OR LESS
	TX
	Howard
	1187
	623
	 

	BARBARA  JUNE SHORTES
	RBP LAND COMPANY
	12/04/2009
	FEE
	E/2 SE/4 SECTION  33, BLOCK 33, T-2- N, T&P RR. CO. SURVEY
	TX
	Howard
	1171
	766
	 

	BARBARA  L RIGGS
	RBP LAND COMPANY
	11/23/2009
	FEE
	T&P RR CO, T2N, BLK 33, SEC 320
TR1: E 85.286 ACS LOTS 8-90
TR2: W 19.62 ACS LOTS 8-90
HOWARD  CO, TX
	TX
	Howard
	1169
	368
	 






Page 1 of 24







Historical Division 6
Oil and Gas Lease Schedule
	
										
	Lessor  Full  Name
	Lessee
	Lease  Date
	Lease
Type
	Lease  Legal  Description
	State
	County
	Book
	Page
	Instrument  No.

	Barnes, Katherine Janeice, dealing in her separate property, and joined by her husband,  Joe D. Barnes
	DOUBLE  EAGLE DEVELOPMENT, LLC
	12/29/2011
	FEE
	SE/4 SEC 7, BLK 33, T-2-N, T&P RY CO SURVEY,  HOWARD  COUNTY,  TX
	TX
	Howard
	1254
	201
	2012-00000717

	BAYTECH  INC
	CROWNROCK
	12/12/2012
	FEE
	T2N BLK 340
SEC 22: E/2 NE/40
T&P RY CO SURVEY0
HOWARD  CO, TX0
CONT 80 ACS M/L
	TX
	Howard
	1311
	317
	 

	BEALL, DOUGLAS  SEAN
	JPM EOC OPAL, LLC
	7/19/2016
	FEE
	E/2 SW/4 SECTION  27, BLOCK 33, T-2- N, T&P RY. CO. SURVEY
	TX
	HOWARD
	1561
	471
	2016-00007873

	BEALL, ROBERT E.
	JPM EOC OPAL, LLC
	7/18/2016
	FEE
	E/2 SW/4 SECTION  27, BLOCK 33, T-2- N, T&P RY. CO. SURVEY
	TX
	HOWARD
	1561
	474
	2016-00007874

	BEALL, ROBERT E. AND DOUGLAS SEAN
	MPI ENERGY PARTNERS, LP
	12/17/2007
	FEE
	SW/4 SECTION  27, BLOCK 33, T-2-N, T&P RY. CO. SURVEY
	TX
	HOWARD
	1098
	762
	2008-00003749

	BETTY RAE THOMAS  AND KIRK THOMAS
	J CLEO THOMPSON AND JR LP
	07/11/2003
	FEE
	N/2 OF SEC 44 & NW/4 OF SECTION
45, BLOCK 33, T&P RR CO SURVEY
	TX
	Howard
	907
	36
	00004574

	BETTY RAE THOMAS,  IND & TRUSTEE OF THE R.C. THOMAS  FAMILY TRUST, KIRK THOMAS,  ROBERT CLINE
	OGX RESOURCES, LLC
	07/11/2006
	FEE
	SE/4 AND S 80 AC OUT OF NE/4 SEC
46, BLOCK 33, T-2-N, T&P RY CO SURVEY
	TX
	Howard
	1017
	240
	00003919

	BETTY SUE WILLIAMS  LUCUS
	CROWNROCK LP
	01/25/2013
	FEE
	T2N BLK 330
SEC 33: E/2 SE/40
T&P RR CO SURVEY0
HOWARD  CO, TX0
CONT 80 ACS M/L
	TX
	Howard
	1313
	500
	 

	BETTY THOMAS  FAMILY, LP, ET AL
	DOUBLE  EAGLE LONE STAR LLC
	5/12/2016
	Fee
	E2 NE4, Sec 44, BLK 33, T2N, T&P RR Co Survey
	TX
	Howard
	1551
	694
	 

	BETTY THOMAS  FAMILY, LP, ET AL
	DOUBLE  EAGLE LONE STAR LLC
	5/12/2016
	Fee
	E2 NW4, Sec 45, BLK 33, T2N, T&P RR Co Survey
	TX
	Howard
	1551
	677
	 

	BILLY BOB BARKER
	CROWNROCK, LP
	02/13/2012
	FEE
	EAST 65AC OF SE/4, SECTION  48, BLOCK A, BAUER & COCKRELL SURVEY
	TX
	Howard
	1258
	310
	 

	BILLY BOB BARKER
	CROWNROCK, LP
	02/13/2012
	FEE
	BAUER & COCKRELL  SURVEY BLK A SEC 48; E/65 AC OF THE SE/4
	TX
	Howard
	1258
	310
	2012-00001454

	BILLY DALE MCNEW
	OGX RESOURCES LLC
	06/16/2006
	FEE
	NE/4 OF SECTION  40, BLOCK 33, T-2-N, T&P RR CO SURVEY
	TX
	Howard
	1013
	107
	00003190

	BILLY LEE HEARD
	CROWNROCK, LP
	03/01/2013
	FEE
	BAUER & COCKRELL  SURVEY BLK A SEC 48; E/65 AC OF THE S/2
	TX
	Howard
	1317
	702
	1387

	BILLY M LAMKIN, INDEPENDENT EXECUTOR  OF THE ESTATE OF CECIL M LAMKIN, DECEASED
	MACK T RESOURCES LP
	11/28/2011
	FEE
	NE/4 OF SEC 12, BLOCK 35, T-1-S, T&P RR CO SURVEY
	TX
	Howard
	1252
	280
	2012-00000397

	Bob Parks
	OGX Resources  LLC
	10/10/2006
	FEE
	NW/4 Section 33, Block 33, T2N
	TX
	HOWARD
	1028
	649
	 

	BOBBIE LEE FRYAR
	MPI ENERGY PARTNERS, LP
	05/27/2007
	FEE
	THE NORTHEAST QUARTER  (NE/4) OF SECTION  8, BLOCK 34, T-1-S, T&P RY CO SURVEY,  HOWARD  COUNTY, TEXAS, CONTAINING 160 ACRES MORE OR LESS
	TX
	Howard
	1054
	590
	 

	BOBBIE SUE BEALL, DEALING  IN HER SOLE AND SEPARATE  PROPERTY
	R. C. SCHLAGAL
	08/15/2006
	FEE
	NE/4 OF SEC 45, BLK 33, T-2-N, T&P RR CO SURVEY,   SAVE & EXCEPT 40
AC
	TX
	Howard
	1036
	403
	00000466

	BOBBY CARREL PEMBERTON
	CROWNROCK LP
	02/15/2013
	FEE
	T2N, BLK 330
SEC 33: E/2 SE/40
T&P RR CO SURVEY0
HOWARD  COUNTY,  TX, CONT 80 ACS M/L
	TX
	Howard
	1319
	357
	 

	BOBBY MCNEW
	OGX RESOURCES LLC
	06/16/2006
	FEE
	0
NE/4 OF SECTION  40, BLOCK 33, T-2-N,
T&P RR CO SURVEY0
	TX
	Howard
	1012
	433
	0000310

	BOBBY WELDON  WILLIAMS
	RBP LAND COMPANY
	12/14/2009
	FEE
	E/2 SE/4 SECTION  33, BLOCK 33, T-2- N, T&P
	TX
	Howard
	1171
	745
	 

	BRYAN H PHILLIPS
	CROWNQUEST OPERATING LLC
	05/18/2010
	FEE
	BLK 33, T2N, T&P RY. CO. SURVEY; SEC 20: ALL SAVE AND EXCEPT 80
ACS OF 160 AC POOLING  UNIT0
SEC 21: SW/40
HOWARD  COUNTY,  TX
	TX
	Howard
	1178
	264
	 

	BUCHANAN, TREVA LYNN
	MPI ENERGY PARTNERS, LP
	2/20/2008
	FEE
	SW/4 SECTION  27, BLOCK 33, T-2-N, T&P RY. CO. SURVEY
	TX
	HOWARD
	1090
	165
	00002138

	BURLINGTON RESOURCES OIL & GAS
	CROWNROCK, LP
	10/01/2011
	FEE
	THE EAST HALF (E/2) OF SECTION  22, BLOCK 34, T-2-N, T&P RY CO SURVEY, HOWARD  COUNTY,  TX, CONTAINING
321 ACRES, MORE OR LESS
	TX
	Howard
	1241
	737
	 

	BURLINGTON RESOURCES OIL & GAS COMPANY  LP
	OGX RESOURCES LLC
	08/08/2006
	FEE
	N/2 SEC 42, BLOCK 33, T2N, T&P RR CO SURVEY LESS 47.55 ACRES
	TX
	Howard
	1031
	453
	00006167

	C RAY RUSSELL  & WIFE, SUE RUSSELL
	MAGEE CLIFTON CHALFANT
	05/24/1979
	FEE
	N/2 SE/4, SE/4 SE/4, SEC 11, BLOCK
34, T1N, HOWARD  COUNTY,  TX, BELOW  3,500 FEET SUBSURFACE.
	TX
	Howard
	483
	179
	 

	CANDIS WOOD BRADSHAW
	STEVENS  & TULL DEVELOPMENT LT
	11/14/2011
	FEE
	T&P RR CO, T2N, BLK 33, SEC 320
TR1: E 85.286 ACS LOTS 8-90
TR2: W 19.62 ACS LOTS 8-90
HOWARD  CO, TX
	TX
	Howard
	1265
	643
	 

	CARL J MAYER ET AL
	RBP LAND COMPANY
	11/15/2011
	FEE
	EAST HALF (E/2) SECTION  22, BLOCK
34, T-2-N, CONTAINING 320 ACRES, MORE OR LESS
	TX
	Howard
	1253
	65
	 

	CARL M. POSEY, BY AND THROUGH HIS ATTORNEY-IN-FACT, REBECCA ELKIND
	CROWNROCK, LP
	07/24/2012
	FEE
	BAUER & COCKRELL  SURVEY BLK A SEC 48; E/65 AC OF THE S/2
	TX
	Howard
	1298
	118
	7292

	CAROLYN  RODGERS
	OGX RESOURCES LLC
	06/16/2006
	FEE
	NE/4 OF SECTION  40, BLOCK 33, T-2-N, T&P RR CO SURVEY
	TX
	Howard
	1015
	580
	00003693

	CATHEY CARTER
	W.B. ROBBINS,  III
	06/17/2008
	FEE
	TWP 2N BLK 33 SEC 42; N/2SE/4
	TX
	Howard
	1113
	545
	2008-00005970

	Cecial Allred
	CrownRock,  L.P.
	4/24/2007
	FEE
	The SE/4 of Section 6, Block 33, T-2-N, T&P Ry. CO. Survey
	TX
	HOWARD
	1048
	8
	 

	CHARLES  ROY WILLIAMS
	RBP LAND COMPANY
	10/27/2009
	FEE
	SE/4 SECTION  33, BLOCK 33, T-2-N, T&P RR. CO. SURVEY
	TX
	Howard
	1171
	751
	 

	CHARLES  WILLIAMS
	STEVENS  & TULL DEVELOPMENT LT
	05/04/2007
	FEE
	THE E/80 ACRES OF THE E/160 ACRES OF THE W/215 ACRES OF THE S/2 OF SECTION  48 AND THE EAST 30 ACRES OF THE NE/4 SECTION  48; AND THE NORTH 66 2/3RDS ACRES OF THE NORTH 200 ACRES OF THE W/2
SECTION  49, ALL IN BLOCK A, BAUER
& COCKRELL  SURVEY
	TX
	Howard
	1056
	186
	 

	CHARLES  WILLIAMS
	CROWNROCK, LP
	04/23/2010
	FEE
	TRACT 2 OF THE NE/4 AND TRACT 4
OF THE W/2, EACH OF SECTION  32, BLOCK 33, T-2-N, T&P RY. CO. SURVEY
	TX
	Howard
	1177
	606
	 

	CHRISTOPHER NEIL DUNAGAN
	SPRING ENERGY CO INC
	08/09/2010
	FEE
	W/2 OF SECTION  6, BLOCK 33, T-2-N, T&P RY. CO. SURVEY,  HOWARD COUNTY,  TEXAS CONTAINING 320
ACRES MORE OR LESS
	TX
	Howard
	1193
	201
	 

	CLARENCE  SCHAEFER, DEALING  IN HIS SOLE AND SEPARATE  PROPERTY
	CLEAR WATER INC
	07/18/2009
	FEE
	SE/4 OF SEC 41, BLK 33, T-2-N, T & P RY CO SURVEY
	TX
	Howard
	1148
	12
	 








Page 2 of 24







Historical Division 6
Oil and Gas Lease Schedule
	
										
	Lessor  Full  Name
	Lessee
	Lease  Date
	Lease
Type
	Lease  Legal  Description
	State
	County
	Book
	Page
	Instrument  No.

	CLARK, POLLY
	MPI ENERGY PARTNERS, LP
	3/7/2008
	FEE
	SW/4 SECTION  27, BLOCK 33, T-2-N, T&P RY. CO. SURVEY
	TX
	HOWARD
	1091
	142
	00002307

	CLAUDETTE MULLEN
	CROWNROCK, LP
	07/11/2012
	FEE
	BAUER & COCKRELL  SURVEY BLK A SEC 48; E/65 AC OF THE S/2
	TX
	Howard
	1298
	127
	7295

	CLAY INGRAM AND WIFE, MARY BETH INGRAM.
	MPI ENERGY PARTNERS, LP
	08/09/2007
	FEE
	SW/4 SEC 21, BLOCK 33, T2N, T&P RY. CO. SURVEY,  CONT 160 ACS M/L.
	TX
	Howard
	1070
	420
	 

	CLAY INGRAM AND WIFE, MARY BETH INGRAM.
	MPI ENERGY PARTNERS, LP
	08/09/2007
	FEE
	SEC 20, BLK 33, T2N, T&P RY. CO. SURVEY,  SAVE & EXCEPT 80 ACS OUT OF A 160 ACRE POOLING  UNIT AROUND THE PHILLIPS  UNIT #1 WELL, CONT 575 ACS M/L.
	TX
	Howard
	1070
	410
	 

	CLIFTON FRANCIS  TALBOT
	MPI ENERGY PARTNERS, LP
	11/17/2006
	FEE
	T-2-N BLK 340
SEC 26: S/20
T&P RY CO SURVEY,  CERT NO. 2181, HOWARD  CO, TEXAS, CONT 328.8 ACS M/L
	TX
	Howard
	1034
	685
	 

	CLINTON  C DUNAGAN
	SPRING ENERGY CO INC
	08/09/2010
	FEE
	W/2 OF SECTION  6, BLOCK 33, T-2-N, T&P RY. CO. SURVEY,  HOWARD COUNTY,  TEXAS, CONTAINING 320
ACRES, MORE OR LESS
	TX
	Howard
	1193
	648
	 

	CLINTON  F DUNAGAN
	SPRING ENERGY CO INC
	08/02/2010
	FEE
	W/2 OF SECTION  6, BLOCK 33, T-2-N, T&P RY. CO. SURVEY,  HOWARD COUNTY,  TEXAS, CONTAINING 320
ACRES, MORE OR LESS
	TX
	Howard
	1194
	659
	 

	CURTIS SNEAD
	CROWNROCK, LP
	01/19/2012
	FEE
	EAST 65AC OF SE/4, SECTION  48, BLOCK A, BAUER & COCKRELL SURVEY
	TX
	Howard
	1257
	161
	 

	CURTIS SNEAD
	CROWNROCK, LP
	01/19/2012
	FEE
	BAUER & COCKRELL  SURVEY BLK A SEC 48; E/65 AC OF THE SE/4
	TX
	Howard
	1257
	161
	2012-00001263

	DALE KERWIN BROWN
	BIG STAR OIL & GAS LLC
	03/10/2012
	FEE
	THE SOUTH HALF (S/2) AND THE NORTHEAST QUARTER  (NE/4) OF SECTION  28, BLOCK 33, T-2-N, T&P RR CO SURVEY,  HOWARD  COUNTY, TEXAS, CONTAINING 486 ACRES, MORE OR LESS
	TX
	Howard
	1270
	79
	2012-00003122

	DANNY J MEEK
	SPRING ENERGY CO INC
	08/25/2010
	FEE
	NORTH HALF (N/2) OF SECTION  34, BLOCK 33, T-2-N, T&P RR SURVEY, HOWARD  COUNTY,  TEXAS, CONTAINING 324.4 ACRES MORE OR LESS
	TX
	Howard
	1194
	651
	 

	DAVID A. JACOBSON
	CROWNROCK, LP
	03/05/2013
	FEE
	BAUER & COCKRELL  SURVEY BLK A SEC 48; E/65 AC OF THE S/2
	TX
	Howard
	1364
	567
	2013-00008452

	DAVID FREEL MORSE, AS HIS SOLE AND SEPARATE  PROPERTY
	CROWNROCK LP
	12/12/2008
	FEE
	N/2 OF SECTION  41, BLOCK 33, T-2-N, T&P RR CO SURVEY
	TX
	Howard
	1128
	777
	2009-00000867

	DAVID HILLES III
	DWR OIL COMPANY
	03/12/2004
	FEE
	N/2 OF SECTION  41, BLOCK 33, T-2-N, T&P RR CO SURVEY
	TX
	Howard
	928
	269
	00001610

	DAVID RAY WILLIAMS
	CROWNROCK LP
	11/29/2012
	FEE
	T2N, BLOCK 330
SEC 33: E/2 SE/40
T&P RR CO SURVEY0
HOWARD  CO, TX0
CONT 80 ACS M/L
	TX
	Howard
	1313
	489
	 

	DEER SIBLINGS  2005 MINERAL MANAGEMENT TRUST DATED
5/18/2005,  COMERICA  BANK TRUSTEE
	BREITBURN OPERATING, LP
	01/12/2015
	FEE
	SW/4 SECTION  17, BLOCK 33, T-2-N, T&P RY CO SURVEY
	TX
	Howard
	1441
	296
	2015-00001214

	DENNIS JACOBSON
	CROWNROCK, LP
	07/24/2012
	FEE
	BAUER & COCKRELL  SURVEY BLK A SEC 48; E/65 AC OF THE S/2
	TX
	Howard
	1298
	124
	7294

	DEWEY DWAYNE  HODNETT,  SSP
	CLEAR WATER, INC.
	09/21/2009
	FEE
	W/2 SEC 43
	TX
	Howard
	1153
	530
	2009-00004821

	DONALD SCOTT
	SLB LAND SERVICES,  LLC
	06/01/2009
	FEE
	T&P RR CO SY, T-2-N, BLK 34, SEC. 11: S/2NE/4, HOWARD  COUNTY,  TEXAS
	TX
	Howard
	1153
	728
	2009-00004856

	Doris L. Smith and Donna L. King a/k/a Donna L. Smith, Successor  Co-Trustees of the Sybil Smith Family Trust u/a/d July
19, 1993
	W.B. ROBBINS,  III
	06/17/2008
	FEE
	SE/4 SEC 42, BLK 33, T-2-N, T&P RY CO SURVEY,  HOWARD  COUNTY,  TX
	TX
	Howard
	1113
	534
	2008-00005969

	Doris L. Smith and Donna L. King a/k/a Donna L. Smith, Successor  Co-Trustees of the Sybil Smith Family Trust u/a/d July
19, 1993
	W. B. Robbins, III
	6/17/2008
	FEE
	NE/4 SE/4 Section 42, Block 33 T2N
	TX
	HOWARD
	1113
	523
	 

	DORIS L. SMITH AND DONNA L. KING AKA DONNA L. SMITH, SUCCESSOR CO-TRUSTEES OF THE SYBIL SMITH FAMILY TRUST UAD
	W.B. ROBBINS,  III
	06/17/2008
	FEE
	TWP 2N BLK 33 SEC 42; N/2 SE/4; S/2
SE/4
	TX
	Howard
	1113
	523
	2008-00005968

	DOROTHY  CLINE MCKENZIE
	CROWNROCK, LP
	12/09/2010
	FEE
	T&P RR CO, T2N, BLK 33, SEC 320
TR1: E 85.286 ACS LOTS 8-90
TR2: W 19.62 ACS LOTS 8-90
HOWARD  CO, TX
	TX
	Howard
	1204
	723
	 

	DOROTHY  GARRETT  FAMILY PARTNERSHIP, LP & MELINDA  SUE PARTEE
	PARTEE DRILLING,  INC.
	11/10/2010
	FEE
	T2N, BLK 220
SEC 38: E/20
T&P RY CO SURVEY,  HOWARD COUNTY,  TX
	TX
	Howard
	1200
	78
	 

	DOROTHY  M. LITTLE (LIFE ESTATE), WHOSE ADDRESS  IS C/O BOB AND SHERRY WALKER,  6 BUSH OAK LANE, WOODLANDS, TX 77380, AS LESSOR
	MPI ENERGY PARTNERS, LP
	12/18/2007
	FEE
	W/2 AND SE/4 SEC31 BLK 33, T2N, T&P RY. CO. SURVEY,  CONT 480 ACS, M/L
	TX
	Howard
	1083
	478
	 

	DOROTHY  MEALMAN
	CROWNROCK, LP
	07/11/2012
	FEE
	BAUER & COCKRELL  SURVEY BLK A SEC 48; E/65 AC OF THE S/2
	TX
	Howard
	1298
	130
	7296

	DOUGLAS  LLOYD
	R. C. SCHLAGAL
	07/25/2006
	FEE
	NE/4 OF SEC 45, BLK 33, T-2-N, T&P RR CO SURVEY,  SAVE & EXCEPT 40
AC
	TX
	Howard
	1022
	30
	00004582

	EDWARD  LYNN SNEAD
	CROWNROCK, LP
	01/19/2012
	FEE
	EAST 65AC OF SE/4, SECTION  48, BLOCK A, BAUER & COCKRELL SURVEY
	TX
	Howard
	1257
	165
	 

	EDWARD  LYNN SNEAD
	CROWNROCK, LP
	01/19/2012
	FEE
	BAUER & COCKRELL  SURVEY BLK A SEC 48; E/65 AC OF THE SE/4
	TX
	Howard
	1257
	165
	2012-00001264

	ELIZABETH  FELL OVEN ESTATE,  0
HAROLD F OVEN, INDEPENDENT EXECUTOR
	BREITBURN OPERATING, LP
	09/24/2013
	FEE
	T2N BLOCK 330
SEC 6: W/20
T&P RR CO. SURVEY0
HOWARD  CO., TX
	TX
	Howard
	1357
	105
	2013-00007457

	ELLIOTT E RANSOM
	MPI ENERGY PARTNERS, LP
	12/18/2007
	FEE
	W/2 AND SE/4 OF SEC 31, BLK 33, T-2- N, T&P RY. CO. SURVEY,  CONTAINING
480 ACRES, M/L.
	TX
	Howard
	1083
	508
	 

	ELOY AND JUANA GARCIA
	BREITBURN OPERATING LP
	08/05/2014
	FEE
	SW/4 SW/4 OF SECTION  18, BLOCK 33, T-2-N, HOWARD  COUNTY,  TX
	TX
	Howard
	1411
	33
	2014-00005745

	ELYSHA RENEE DUNAGAN
	SPRING ENERGY CO INC
	08/02/2010
	FEE
	W/2 OF SECTION  6, BLOCK 33, T-2-N, T&P RY. CO. SURVEY,  HOWARD COUNTY,  TEXAS, CONTAINING 320
ACRES, MORE OR LESS
	TX
	Howard
	1193
	644
	 

	EMIL MOSBACHER, JR. AND ROBERT MOSBACHER
	NORTH AMERICAN  ROYALTIES, INC.
	07/23/1980
	FEE
	TWP 2N BLK 34 SEC 2 & 11; SEC 2: SW/4; SEC 11: SW/4; SE/4
	TX
	Howard
	499
	532
	4810








Page 3 of 24







Historical Division 6
Oil and Gas Lease Schedule
	
										
	Lessor  Full  Name
	Lessee
	Lease  Date
	Lease
Type
	Lease  Legal  Description
	State
	County
	Book
	Page
	Instrument  No.

	EP BIRKHEAD,  JR AND RETA BURNETT BURKHEAD; CAMILLA BIRKHEAD WALLACE  AND LAWRENCE WALLACE
	CLEAR WATER INC
	07/07/2009
	FEE
	SW/4 OF SEC 33, T-2-N, T&P RY CO SURVEY
	TX
	Howard
	1148
	1
	2009-00003903

	ESTATE OF LUCY MYRLENE  ROGERS
	SPRING ENERGY CO INC
	12/04/2009
	FEE
	THE WEST HALF (W/2) OF SECTION
38, BLOCK 33, T-2-N, T&P RR CO. SURVEY,  HOWARD  COUNTY,  TX, CONTAINING 326 ACRES, MORE OR LESS
	TX
	Howard
	1165
	98
	 

	ESTATE OF RUTH GRANTHAM
	SPRING ENERGY CO INC
	02/25/2010
	FEE
	ALL OF SECTION  34, BLOCK 33, T-2-N, T&P RR CO. SURVEY,  HOWARD COUNTY,  TEXAS CONTAINING 646.4
ACRES MORE OR LESS
	TX
	Howard
	1171
	180
	 

	ESTATE OF RUTH GRANTHAM
	SPRING ENERGY CO INC
	02/25/2010
	FEE
	WEST HALF (W/2) OF SECTION  38, BLOCK 33, T-2-N, T&P RY. CO. SURVEY,  CONTAINING 326 ACRES, MORE OR LESS
	TX
	Howard
	1171
	188
	 

	ESTATE OF ZULA MCCRARY
	SPRING ENERGY CO INC
	02/25/2010
	FEE
	ALL OF SECTION  34, BLOCK 33, T-2-N, T&P RR CO. SURVEY,  HOWARD COUNTY,  TEXAS CONTAINING 646.4
ACRES MORE OR LESS
	TX
	Howard
	1171
	196
	 

	ESTATE OF ZULA MCCRARY
	SPRING ENERGY CO INC
	02/25/2010
	FEE
	WEST HALF (W/2) OF SECTION  38, BLOCK 33, T-2-N, T&P RR CO. SURVEY,  HOWARD  COUNTY,  TEXAS, CONTAINING 326 ACRES, MORE OR LESS
	TX
	Howard
	1171
	204
	 

	ESTATE OF ZULA MCCRARY
	PARTEE DRILLING,  INC.
	08/31/2010
	FEE
	T2N, BLK 330
SEC 38: E/20
T&P RY CO SURVEY0
HOWARD  COUNTY,  TEXAS
	TX
	Howard
	1191
	660
	 

	ETHYLE SCHAAD
	MAGEE CLIFTON CHALFANT
	06/13/1979
	FEE
	N/2 SE/4, SE/4 SE/4, SEC 11, BLOCK
34, T1N, HOWARD  COUNTY,  TX, BELOW  3,500 FEET SUBSURFACE.
	TX
	Howard
	483
	300
	 

	EULA MAE PALMER
	RBP LAND COMPANY
	06/04/2010
	FEE
	ALL OF THE E/65ACRES  OF THE S/2
SECTION  48, BLOCK A, BAUER & COCKRELL  SURVEY
	TX
	Howard
	1185
	452
	 

	EVALENA  V FISHER
	RBP LAND COMPANY
	09/15/2011
	FEE
	EAST HALF (E/2) SECTION  22, BLOCK
34, T-2-N, CONTAINING 320 ACRES, MORE OR LESS
	TX
	Howard
	1244
	590
	 

	EZEQUIEL  TORRES
	BREITBURN OPERATING LP
	11/06/2014
	FEE
	SW/4 SW/4 SEC 18, BLK 33, T-2-N, HOWARD  COUNTY,  TX
	TX
	Howard
	1418
	636
	2014-00006874

	FLORENCE  KLEIN IRREVOCABLE TRUST CREATED  UNDER THE KLEIN FAMILY TRUST DATED 10/1/1971
MINERAL  MANAGEMENT TRUST, COMERICA  BANK TRUSTEE  BY THROUGH,  AND UNDER, FARMERS NATIONAL  COMPANY,  AGENT
	BREITBURN OPERATING LP
	01/12/2015
	FEE
	SW/4 SECTION  17, BLOCK 33, T-2-N, T&P RY CO SURVEY
	TX
	Howard
	1441
	290
	2015-00001213

	FRANCES  FELL MALONE  ESTATE, HAROLD F. OVEN, INDEPENDENT EXECUTOR
	SPRING ENERGY CO INC
	07/19/2010
	FEE
	W/2 OF SECTION  6, BLOCK 33, T-2-N, T&P RY. CO. SURVEY,  HOWARD COUNTY,  TEXAS, CONTAINING 320
ACRES, MORE OR LESS
	TX
	Howard
	1193
	652
	 

	FRANCES  FELL MALONE  ESTATE,0
HAROLD F OVEN, INDEPENDENT EXECUTOR
	BREITBURN OPERATING, LP
	09/16/2013
	FEE
	T2N BLOCK 330
SEC 6: W/20
T&P RR CO. SURVEY0
HOWARD  CO., TX
	TX
	Howard
	1357
	107
	2013-00007458

	FRED MARCUS  PHILLIPS,  TRUSTEE  OF THE FRED PHILLIPS  REVOCABLE TRUST, EDGAR A. PHILLIPS,  FRANCES RINGENER,  SANDRA  BEARD, DONA SINCLAIR
	BREITBURN OPERATING, L.P.
	06/20/2013
	FEE
	T2N BLOCK 330
SEC 19: W/2 SW/40
T&P RR CO SURVEY0
HOWARD  CO., TX
	TX
	Howard
	1367
	150
	2013-00008768

	FRED MARTIN
	J CLEO THOMPSON AND JR LP
	07/11/2003
	FEE
	NE/4 OF SEC 44, BLK 33, T-2-N, T&P RY CO SURVEY
	TX
	Howard
	907
	60
	00004576

	FRED PHILLIPS  ET AL
	MPI ENERGY PARTNERS, LP
	01/04/2007
	FEE
	SE/4 SECTION  18, BLOCK 33, T-2-N, T&P RY. CO. SURVEY,  CONTAINING
156 ACRES, MORE OR LESS
	TX
	Howard
	1037
	755
	 

	FRED PHILLIPS  ET AL
	MPI ENERGY PARTNERS, LP
	01/04/2007
	FEE
	T-2-N, BLK 330
SEC 19: E/2 SW/4, SE/40
T&P RY. CO. SURVEY,  A-327, HOWARD CO, TX CONT 240 ACS M/L
	TX
	Howard
	1037
	735
	 

	FRED PHILLIPS  ET AL
	MPI ENERGY PARTNERS, LP
	01/04/2007
	FEE
	S/2 SECTION  19, BLOCK 33, T-2-N, T&P RY. CO. SURVEY,  CONTAINING 320
ACRES, MORE OR LESS
	TX
	Howard
	1037
	735
	 

	FREEMAN,  LAYTON
	MPI ENERGY PARTNERS, LP
	1/16/2008
	FEE
	NW/4 SECTION  27, BLOCK 33, T-2-N, T&P RY. CO. SURVEY
	TX
	HOWARD
	1090
	168
	00002139

	FREEMAN,  LAYTON
	Breitburn Operating  LP
	12/31/2016
	FEE
	NW/4 SECTION  27, BLOCK 33, T-2-N, T&P RY. CO. SURVEY
	TX
	HOWARD
	1605
	354
	 

	FURQUERON-INGRAM LLC, A TEXAS LIMITED LIABILITY  COMPANY
	BREITBURN OPERATING LP
	12/24/2014
	FEE
	E/2 NW/4 AND E/2 SW/4 SECTION  20,
BLK 33, T-2-N; W/2 SW/4 SECTION  210
T&P RY CO SURVEY
	TX
	Howard
	1434
	207
	2015-00000161

	GARY DON NEWSOM
	PARTEE DRILLING,  INC.
	09/08/2011
	FEE
	T2N, BLK 330
SEC 38: E/20
T&P RY CO SURVEY0
HOWARD  COUNTY,  TEXAS, CONT 326
ACS M/L
	TX
	Howard
	1250
	766
	 

	Gary W. Ware and Vicky L. Ware
	Cobra Exploration  Company,  LLC
	7/30/2008
	FEE
	SW/4, W/2 SE/4 Section 29, Block 33, T2N, T&P Ry. CO. Survey
	TX
	HOWARD
	1106
	534
	4822

	Gary W. Ware, et ux Vicky L. Ware
	Cobra Oil & Gas Corporation
	5/14/2014
	Fee
	South One-Half (S/2), but limited to the
Southwest  Quarter (SW/4), Sec 17, BLK
33, T2N, T&P RR Co Survey
	TX
	Howard
	1397
	718
	2014-00003780

	GEODYNE  NOMINEE  CORP
	CROWNROCK
	09/01/2012
	FEE
	T2N BLK 340
SEC 22: E/20
T&P RY CO SURVEY0
HOWARD  CO, TX0
CONT 320 ACS M/L
	TX
	Howard
	1293
	200
	 

	Georiga M. Haden, Exectrix of the Estate of Nina Loudamy,  Dec'd
	Parallel Petroleum  Corporation
	6/7/1993
	FEE
	NE/4, N/2 NW/4 Section 29, Block 33, T2N, T&P Ry. CO. Survey
	TX
	HOWARD
	683
	146
	4434

	GERALD RIGGAN
	OGX RESOURCES
	08/02/2006
	FEE
	SE/4 OF SEC 43, BLK 33, T-2-N, T & P RR CO SURVEY,  HOWARD  COUNTY, TX
	TX
	Howard
	1020
	169
	00004291

	GERTRUDE MARCELLA  MCCANN
	VIERSEN  & COCHRAN
	11/09/1987
	FEE
	S/2 SEC 40, BLK 33, T-2-N, T&P RR CO SURVEY
	TX
	Howard
	613
	195
	 

	GERTRUDE OLINGER  TYSON, A WIDOW
	JOHN P. BATES
	07/26/1977
	FEE
	TWP 2N BLK 34 SEC 2 & 11; SEC 2: SW/4; SEC 11: SW/4; SE/4
	TX
	Howard
	461
	701
	4861

	GLADYS  LAVERNE  MORELAND
	CROWNROCK LP
	02/15/2013
	FEE
	T2N, BLK 330
SEC 33: E/2 SE/40
T&P RR CO SURVEY0
HOWARD  COUNTY,  TX, CONT 80 ACS M/L
	TX
	Howard
	1317
	692
	 

	Glen Darwin Grantham
	Cobra Oil & Gas Corporation
	5/14/2014
	Fee
	South One-Half (S/2), but limited to the
Southwest  Quarter (SW/4), Sec 17, BLK
33, T2N, T&P RR Co Survey
	TX
	Howard
	1398
	347
	2014-00003823








Page 4 of 24







Historical Division 6
Oil and Gas Lease Schedule
	
										
	Lessor  Full  Name
	Lessee
	Lease  Date
	Lease
Type
	Lease  Legal  Description
	State
	County
	Book
	Page
	Instrument  No.

	GLENN FILLINGIM,  AS THE DULY APPOINTED RECEIVER,  IN CAUSE NO.
44418, TRINITY PRODUCTION CO., V. EMILY MCCANN  AND CODY MCCANN
	CROWNROCK, LP
	11/19/2007
	FEE
	NW/4 OF SEC 40, BLK 33, T-2-N, T&P RR CO SURVEY
	TX
	Howard
	1071
	689
	00007130

	GLORIA SPEAK
	STEVENS  & TULL DEVELOPMENT LT
	05/01/2007
	FEE
	LOT 1 OF THE NE/4 OF SECTION  32, BLOCK 33, T-2-N, T&P RY. CO. SURVEY
	TX
	Howard
	1056
	282
	 

	Grace S. Kretschmer,  SSP
	Choate Company,  Inc.
	9/10/1992
	FEE
	Insofar and only Insofar as the lease covers the NW/4 Section 28, Block 33, T2N, Howard County, TX
	TX
	HOWARD
	687
	609
	 

	Grady L. Grantham,  et ux Alice Ann
Grantham
	Cobra Oil & Gas Corporation
	5/15/2014
	Fee
	South One-Half (S/2), but limited to the
Southwest  Quarter (SW/4), Sec 17, BLK
33, T2N, T&P RR Co Survey
	TX
	Howard
	1398
	359
	2014-00003824

	GREGORY  DON FISHER
	CROWNROCK
	05/22/2012
	FEE
	T2N BLK 340
SEC 22: E/20
T&P RY CO SURVEY0
HOWARD  CO, TEXAS0
CONT 320 ACS M/L
	TX
	Howard
	1275
	685
	 

	GWENDALINE ROGERS  (INCLUDES HIS INTEREST  AS LIFE TENANT AND ALL INTEREST  OWNED BY LESSOR UDNER THE ESTATE OF M A COCKRELL  AND ALLIE COCKRELL AND AS TRUSTEE  FO THE M A COCKRELL  AND ALLIE COCKRELL REVOCABLE LIVING TRUST DATED
7/25/1997)
	OGX RESOURCES LLC
	09/27/2006
	FEE
	N/2 OF SECTION  41, BLOCK 33, T-2-N, T&P RR CO SURVEY
	TX
	Howard
	1026
	204
	00005295

	H M MCMILLAN  ROYALTY  TRUST
	SPRING ENERGY CO INC
	06/02/2010
	FEE
	W/2 OF SECTION  6, BLOCK 33, T-2-N, T&P RY. CO. SURVEY,  HOWARD COUNTY,  TEXAS, CONTAINING 320
ACRES, MORE OR LESS
	TX
	Howard
	1187
	614
	 

	HARLOW  ROYALTIES LTD
	CROWNROCK, LP
	09/10/2010
	FEE
	THE SOUTHEAST QUARTER  (SE/4) OF SECTION  5, BLOCK 33, T-2-N, T&P RR CO. SURVEY,  HOWARD  COUNTY, TEXAS, CONTAINING 160 ACRES, MORE OR LESS
	TX
	Howard
	1200
	375
	 

	HARLOW  ROYALTIES, LTD0
(H ROY TEX, INC. AS GENERAL PARTNER)
	BREITBURN OPERATING, LP
	10/25/2013
	FEE
	T2N BLOCK 330
SEC 5: SE/40
T&P RR CO SURVEY0
HOWARD  CO., TX
	TX
	Howard
	1379
	434
	2014-00001051

	HAROLD F OVEN, AGENT AND0
ATTORNEY  IN FACT FOR ELIZABETH FELL OVEN, SSP
	SPRING ENERGY CO INC
	07/19/2010
	FEE
	W/2 OF SECTION  6, BLOCK 33, T-2-N, T&P RY. CO. SURVEY,  HOWARD COUNTY,  TEXAS, CONTAINING 320
ACRES, MORE OR LESS
	TX
	Howard
	1193
	656
	 

	HAROLD GAIDA TALBOT
	MPI ENERGY PARTNERS, LP
	11/17/2006
	FEE
	T-2-N BLK 340
SEC 26: S/20
T&P RY CO SURVEY,  CERT NO. 2181, HOWARD  CO, TEXAS, CONT 328.8 ACS M/L
	TX
	Howard
	1034
	687
	 

	HAROLD GAIDA TALBOT (AKA GUY TALBOT)
	OGX RESOURCES LLC
	08/15/2006
	FEE
	N/2 SEC 42, BLK 33, T-2-N, T&P RR CO SURVEY
	TX
	Howard
	1026
	208
	00005296

	HAROLD RIGGAN
	OGX RESOURCES LLC
	08/02/2006
	FEE
	SE/4 OF SEC 43, BLK 33, T-2-N, T&P RY CO SURVEY,  HOWARD  COUNTY,  TX
	TX
	Howard
	1020
	172
	00004292

	HATTIE VEIGH MCELHANNON
	STEVENS  & TULL DEVELOPMENT LT
	05/01/2007
	FEE
	E/65 ACS S/2 AND A 5 ACS TRACT OUT OF THE NW CORNER  OF SECTION  48, BLOCK A, BAUER & COCKRELL SURVEY
	TX
	Howard
	1056
	238
	 

	HOLLY MORGAN  AS ATTORNEY  IN FACT FOR FLOYD E HEARD
	CROWNROCK LP
	01/19/2012
	FEE
	E 65 ACS SE/4, SEC 48, BLOCK A, BAUER & COCKRELL  SURVEY
	TX
	Howard
	1255
	560
	2012-00000999

	HOLLY MORGAN,  AS ATTORNEY-IN- FACT FOR FLOYD E. HEARD
	CROWNROCK, LP
	01/19/2012
	FEE
	BAUER & COCKRELL  SURVEY BLK A SEC 48; E/65 AC OF THE SE/4
	TX
	Howard
	1255
	560
	2012-00000999

	IRVIN H WELCH
	SPRING ENERGY CO INC
	08/25/2010
	FEE
	NORTH HALF (N/2) OF SECTION  34, BLOCK 33, T-2-N, T&P RR SURVEY, HOWARD  COUNTY,  TEXAS, CONTAINING 324.4 ACRES MORE OR LESS
	TX
	Howard
	1200
	291
	 

	J B SACKETT
	MPI ENERGY PARTNERS, LP
	01/02/2007
	FEE
	INSOFAR  AND ONLY INSOFAR  AS SAID LEASE COVERS  ALL OF SEC 5, SAVE AND EXCEPT THE NW/4, AND ALL OF SEC 9, SAVE AND EXCEPT THE SE/4, BLOCK 34, T1N, T&P RR CO SURVEY,  CONT 960 ACS M/L, HOWARD COUNTY,  TEXAS
	TX
	Howard
	1034
	628
	2010-00000136

	JACOB EDDIE BROWN,  III, INDEPENDENT EXECUTOR  UWO JACOB EDDIE BROWN JR
	BIG STAR OIL & GAS LLC
	02/22/2012
	FEE
	THE SOUTH HALF (S/2) AND THE NORTHEAST QUARTER  (NE/4) OF SECTION  28, BLOCK 33, T-2-N, T&P RR CO SURVEY,  HOWARD  COUNTY, TEXAS, CONTAINING 486 ACRES, MORE OR LESS
	TX
	Howard
	1263
	681
	2012-00002237

	JAMES B SMITH
	RBP LAND COMPANY
	11/23/2009
	FEE
	TRACT 1:  E 85.286 ACS OF LOT 8,9
SEC 32, BLK 33, T2N,T&P  RY CO SURVEY,  HOWARD  COUNTY,  TEXAS, AND0
TRACT 2: W 19.62 ACS OF LOT 8,9 SEC
32, BLK 33, T2N, T&P RY CO SURVEY, HOWARD  COUNTY,  TX
	TX
	Howard
	1169
	374
	 

	JAMES BROOKS  AYRES ROBERTSON IV
	DWR OIL COMPANY
	03/12/2004
	FEE
	N/2 OF SECTION  41, BLOCK 33, T-2-N, T&P RR CO SURVEY
	TX
	Howard
	932
	217
	00002243

	JAMES C LEVY
	OGX RESOURCES LLC
	06/16/2006
	FEE
	47.56 AC OUT OF THE NW PART OF THE NE/4 OF SEC 42, BLK 33, T-2-N, T&P RY CO SURVEY
	TX
	Howard
	1016
	751
	00003871

	JAMES K MEEK
	SPRING ENERGY CO INC
	08/25/2010
	FEE
	NORTH HALF (N/2) OF SECTION  34, BLOCK 33, T-2-N, T&P RR SURVEY, HOWARD  COUNTY,  TEXAS, CONTAINING 324.4 ACRES MORE OR LESS
	TX
	Howard
	1194
	655
	 

	JAMES LITTLE ELLIOTT
	MPI ENERGY PARTNERS, LP
	12/18/2007
	FEE
	W/2 AND SE/4 OF SEC 31, BLK 33, T-2- N, T&P RY. CO. SURVEY,  CONT 480
ACS, M/L.
	TX
	Howard
	1083
	538
	 

	JAMES LLOYD, DEALING  IN HIS SOLE AND SEPARATE  PROPERTY
	R. C. SCHLAGAL
	08/15/2006
	FEE
	NE/4 OF SEC 45, BLK 33, T-2-N, T&P RR CO SURVEY,  SAVE AND EXCEPT
40 ACRES
	TX
	Howard
	1022
	4
	00004580

	JAMES T WOOD, CANDIS BRADSHAW, BRANDI PETERSON, JOSHUA  WOOD
	OGX RESOURCES, LLC
	07/11/2006
	FEE
	SE/4 AND S 80 AC OUT OF NE/4 OF SEC 46, BLK 33, T-2-N, T&P RY CO SURVEY
	TX
	Howard
	1019
	804
	00004244

	JAMES WILBUR LITTLE
	MPI ENERGY PARTNERS, LP
	12/18/2007
	FEE
	W/2 AND SE/4 OF SEC 31, BLK 33, T-2- N, T&P RY. CO. SURVEY,  CONT 480
ACS, M/L.
	TX
	Howard
	1083
	468
	 

	JAMES WOOD
	RBP LAND COMPANY
	11/14/2011
	FEE
	T&P RR CO, T2N, BLK 33, SEC 320
TR1: E 85.286 ACS LOTS 8-90
TR2: W 19.62 ACS LOTS 8-90
HOWARD  CO, TX
	TX
	Howard
	1265
	647
	 








Page 5 of 24







Historical Division 6
Oil and Gas Lease Schedule
	
										
	Lessor  Full  Name
	Lessee
	Lease  Date
	Lease
Type
	Lease  Legal  Description
	State
	County
	Book
	Page
	Instrument  No.

	JANE R LANCASTER
	SPRING ENERGY CO INC
	05/11/2010
	FEE
	THE WEST HALF (W/2) OF SECTION
34, BLOCK 33, T-2-N, T&P RR CO. SURVEY,  HOWARD  COUNTY,  TX, CONTAINING 323.2 ACRES, MORE OR LESS
	TX
	Howard
	1180
	148
	 

	Jane R. Lancaster
	Choate Company,  Inc.
	10/21/1992
	FEE
	NW/4 Section 28, Block 33, T2N, Howard
County, TX
	TX
	HOWARD
	675
	91
	 

	JANE RANSOM  CREASY
	MPI ENERGY PARTNERS, LP
	12/18/2007
	FEE
	W/2 AND SE/4 OF SEC 31, BLK 33, T-2- N, T&P RY. CO. SURVEY,  CONT 480
ACS, M/L.
	TX
	Howard
	1083
	498
	 

	Jean Harrell Hicks
	OGX Resources  LLC
	9/26/2006
	FEE
	NW/4 Section 33, Block 33, T2N
	TX
	HOWARD
	1028
	652
	 

	JEFFREY DANA SHERRILL
	CROWNROCK LP
	09/24/2008
	FEE
	N/2 OF SECTION  41, BLOCK 33, T-2-N, T&P RR CO SURVEY
	TX
	Howard
	1116
	208
	2008-00006438

	JERRY COCKRELL  (INCLUDES  HIS INTEREST  AS LIFE TENANT AND ALL INTEREST  OWNED BY LESSOR UDNER THE ESTATE OF M A COCKRELL  AND ALLIE COCKRELL AND AS TRUSTEE  FO THE M A COCKRELL  AND ALLIE COCKRELL REVOCABLE LIVING TRUST DATED
7/25/1997)
	OGX RESOURCES
	09/27/2006
	FEE
	N/2 OF SECTION  41, BLOCK 33, T-2-N, T&P RR CO SURVEY
	TX
	Howard
	1026
	745
	00005402

	JERRY EUGENE  PEMBERTON
	CROWNROCK LP
	02/15/2013
	FEE
	T2N, BLK 330
SEC 33: E/2 SE/40
T&P RR CO SURVEY0
HOWARD  COUNTY,  TX, CONT 80 ACS M/L
	TX
	Howard
	1319
	379
	 

	JO ANNE GAY JORDAN
	SPRING ENERGY CO INC
	03/25/2010
	FEE
	THE NORTH HALF (N/2) OF SECTION
34, BLOCK 33, T-2-N, T&P RR SURVEY, HOWARD  COUNTY,  TEXAS, CONTAINING 324.4 ACRES MORE OR LESS
	TX
	Howard
	1177
	386
	 

	JOE PAUL BEALL AND LINDA RENE BEALL
	BREITBURN OPERATING LP
	06/12/2015
	FEE
	N/2 NW/4 AND E/2 NE/4 OF SECTION
41, BLOCK 33, T-2-N, T&P RY CO SURVEY,  CONTAINING 160 ACRES, MORE OR LESS
	TX
	Howard
	1463
	419
	2015-00004295

	JOE PAUL BEALL AND WIFE, LINDA RENE BEALL
	OGX RESOURCES LLC
	10/19/2006
	FEE
	N/2 OF SECTION  41, BLOCK 33, T-2-N, T&P RR CO SURVEY
	TX
	Howard
	1027
	407
	00005512

	JOHN CASEY MORSE, AS HIS SOLE AND SEPARATE  PROPERTY
	CROWNROCK
	12/12/2008
	FEE
	N/2 OF SECTION  41, BLOCK 33, T-2-N, T&P RR CO SURVEY
	TX
	Howard
	1128
	783
	2009-00000869

	JOHN CURRIE,  INDEPENDENT EXECUTOR  OF THE ESTATE OF RUTH GRANTHAM, DECEASED
	PARTEE DRILLING,  INC.
	08/25/2010
	FEE
	T2N, BLK 330
SEC 38: E/20
T&P RY CO SURVEY0
HOWARD  COUNTY,  TEXAS
	TX
	Howard
	1194
	663
	 

	JOHN N (JACK) LITTLE
	MPI ENERGY PARTNERS, LP
	12/18/2007
	FEE
	W/2 AND SE/4 OF SEC 31, BLK 33, T-2- N, T&P RY. CO. SURVEY,  CONT 480
ACS, M/L
	TX
	Howard
	1083
	488
	 

	JOHN SALEH
	SPRING ENERGY CO INC
	09/17/2010
	FEE
	T2N, BLK 330
SEC 34: ALL, T&P RR SURVEY0
SEC 38: ALL, T&P RY CO SURVEY0
HOWARD  COUNTY,  TEXAS CONT
1298.4 ACS M/L
	TX
	Howard
	1193
	209
	 

	JOHN STOKES  INDIVIDUALLY, AND AS INDEPENDENT CO-EXECUTOR OF THE ESTATE OF ERMA N. HAMILTON, DECEASED
	MACK T RESOURCES LP
	12/06/2011
	FEE
	SW/4 OF SEC 17, BLOCK 33, T-2-N, T&P RR CO SURVEY
	TX
	Howard
	1252
	298
	2012-00000401

	JON ROBERT WILLIAMS
	CROWNROCK LP
	01/11/2013
	FEE
	T2N BLK 330
SEC 33: E/2 SE/40
T&P RR CO SURVEY0
HOWARD  CO, TX0
CONT 80 ACS M/L
	TX
	Howard
	1315
	48
	2013-00000965

	JONI JACOBSON
	CROWNROCK, LP
	07/24/2012
	FEE
	BAUER & COCKRELL  SURVEY BLK A SEC 48; E/65 AC OF THE S/2
	TX
	Howard
	1298
	121
	7293

	JONT TYSON, DEALING  IN HIS SOLE AND SEPARATE  PROPERTY
	JOHN P. BATES
	07/26/1977
	FEE
	TWP 2N BLK 34 SEC 2 & 11; SEC 2: SW/4; SEC 11: SW/4; SE/4
	TX
	Howard
	461
	532
	4215

	JOSEPHINE SHERRILL
	CROWNROCK LP
	09/24/2008
	FEE
	N/2 OF SECTION  41, BLOCK 33, T-2-N, T&P RR CO SURVEY
	TX
	Howard
	1116
	211
	2008-00006439

	JOSHUA  WOOD
	CROWNROCK, LP
	11/14/2011
	FEE
	T&P RR CO, T2N, BLK 33, SEC 320
TR1: E 85.286 ACS LOTS 8-90
TR2: W 19.62 ACS LOTS 8-90
HOWARD  CO, TX
	TX
	Howard
	1265
	639
	 

	JOY HOWLAND
	OGX RESOURCES LLC
	06/16/2006
	FEE
	NE/4 OF SECTION  40, BLOCK 33, T-2-N, T&P RR CO SURVEY
	TX
	Howard
	1012
	707
	00003145

	JUANITA  M BATTENFIELD, INDIVIDUALLY AND AS TRUSTEE  OF THE BATTENFIELD REVOCABLE FAMILY TRUST
	BIG STAR OIL & GAS LLC
	02/22/2012
	FEE
	THE SOUTH HALF (S/2) AND THE NORTHEAST QUARTER  (NE/4) OF SECTION  28, BLOCK 33, T-2-N, T&P RR CO SURVEY,  HOWARD  COUNTY, TEXAS, CONTAINING 486 ACRES, MORE OR LESS
	TX
	Howard
	1263
	673
	2012-00002235

	JUDY BROWN
	BIG STAR OIL & GAS LLC
	02/22/2012
	FEE
	HE SOUTH HALF (S/2) AND THE NORTHEAST QUARTER  (NE/4) OF SECTION  28, BLOCK 33, T-2-N, T&P RR CO SURVEY,  HOWARD  COUNTY, TEXAS, CONTAINING 486 ACRES, MORE OR LESS
	TX
	Howard
	1263
	669
	2012-00002234

	JUDY R MORGAN
	EXXON CORPORATION
	03/24/1983
	FEE
	N/2 SE/4, SE/4 SE/4, SEC 11, BLOCK
34, T1N, HOWARD  COUNTY,  TX, BELOW  3,500 FEET SUBSURFACE.
	TX
	Howard
	535
	705
	 

	KAREN KAY WILLIAMS  HACKNEY
	CROWNROCK LP
	01/11/2013
	FEE
	T2N, BLOCK 330
SEC 33: E/2 SE/40
T&P RR CO SURVEY0
HOWARD  CO, TX0
CONT 80 ACS M/L
	TX
	Howard
	1313
	493
	 

	KARL ROY JACOBSON
	CROWNROCK, LP
	03/05/2013
	FEE
	BAUER & COCKRELL  SURVEY BLK A SEC 48; E/65 AC OF THE S/2
	TX
	Howard
	1334
	33
	3992

	KATHERINE A. JACOBSON
	CROWNROCK, LP
	03/05/2013
	FEE
	BAUER & COCKRELL  SURVEY BLK A SEC 48; E/65 AC OF THE S/2
	TX
	Howard
	1326
	768
	2907

	KATHERINE L WEIMAN
	OGX RESOURCES LLC
	06/16/2006
	FEE
	47.56 AC OUT OF THE NW PART OF THE NE/4 OF SEC 42, BLK 33, T-2-N, T&P CO SURVEY
	TX
	Howard
	1016
	755
	00003872

	KATHERINE S PARKER FORMERLY KNOWN AS LESSOR
	MACK T RESOURCES
	11/18/2011
	FEE
	NE/4 OF SECTION  12, BLOCK 35, TOWNSHIP  1 SOUTH, ALL BEING T&P RR CO SURVEY
	TX
	Howard
	1252
	276
	2012-00000396

	KELLI FARR
	CROWNROCK, LP
	07/24/2012
	FEE
	BAUER & COCKRELL  SURVEY BLK A SEC 48; E/65 AC OF THE S/2
	TX
	Howard
	1298
	115
	7291

	KENNETH  RICHARD  OLIVAS
	CROWNROCK LP
	10/30/2008
	FEE
	N/2 OF SECTION  41, BLOCK 33, T-2-N, T&P RR CO SURVEY
	TX
	Howard
	1118
	508
	2008-00006850

	Kenneth Schuelke et ux
	Choate Company,  Inc.
	8/5/19920
	FEE
	NW/4 Section 28, Block 33, T2N, Howard
County, TX
	TX
	HOWARD
	671
	84
	 

	KENT NEWSOM
	PARTEE DRILLING,  INC.
	09/08/2011
	FEE
	T2N, BLK 330
SEC 38: E/20
T&P RY CO SURVEY0
HOWARD  COUNTY,  TEXAS, CONT 326
ACS M/L
	TX
	Howard
	1248
	35
	 








Page 6 of 24







Historical Division 6
Oil and Gas Lease Schedule
	
										
	Lessor  Full  Name
	Lessee
	Lease  Date
	Lease
Type
	Lease  Legal  Description
	State
	County
	Book
	Page
	Instrument  No.

	KEVIN COCKRELL, INDIVIDUALLY UNDER THE ESTATES  OF M A COCKRELL  AND ALLIE COCKRELL AND ALL THE REVISIONARY INTEREST UNDER THE LIFE ESTATES OF JERRY COCKRELL  AND GWENDOLINE ROGERS)
	OGX RESOURCES, LLC
	09/27/2006
	FEE
	N/2 OF SEC 41, BLK 33, T-2-N, T&P RR CO SURVEY
	TX
	Howard
	1026
	741
	00005401

	KIRK THOMAS
	CLEAR WATER INC.
	07/23/2009
	FEE
	TWP 2N BLK 33 SEC 43; NE/4, SURFACE  DOWN TO THE BASE OF THE MISSISSIPPIAN FORMATION; NE/4 , BELOW  THE BASE OF THE MISSISSIPPIAN FORMATION
	TX
	Howard
	1151
	292
	2009-00004470

	KNOTT CHURCH  OF CHRIST (FKA GARNER CHURCH  OF CHRIST)
	BREITBURN OPERATING LP
	07/29/2014
	FEE
	1.0 ACRE, MORE OR LESS, BEING LOCATED  IN THE SW/4 SW/4 OF SECTION  18, BLOCK 33, T-2-N, HOWARD  COUNTY,  TX
	TX
	Howard
	1430
	568
	2014-00008618

	KNOTT VOLUNTEER FIRE DISTRICT (KNOTT COMMUNITY VOLUNTEER FIRE DEPARTMENT)
	BREITBURN OPERATING LP
	12/11/2014
	FEE
	SW/4 SW/4 OF SECTION  18, BLOCK 33, T-2-N, HOWARD  COUNTY,  TEXAS
	TX
	Howard
	1430
	159
	2014-00008535

	KRISTI HOWARD  NEWTON
	H. L. BROWN OPERATING LLC
	05/19/2004
	FEE
	S/2 OF SECTION  40, BLOCK 33, T-2-N, T&P RR CO SURVEY
	TX
	Howard
	936
	301
	00002977

	LANA L SALTER AND DAVID E SALTER,  TRUSTEES  UNDER THE LANA L SALTER LIVING TRUST, DATED APRIL 19, 2001
	R. C. SCHLAGAL
	07/25/2006
	FEE
	NE/4 OF SEC 45, BLK 33, T-2-N, T&P RR CO SURVEY,  SAVE & EXCEPT 40
AC
	TX
	Howard
	1022
	42
	00004583

	LARRY DON SHAW AND LINDA FAYE JOHNSON
	MERITAGE  ENERGY COMPANY,  LLC
	01/01/1901
	FEE
	TWP 2N BLK 33 SEC 32; TRACT 8 OF THE W/2
	TX
	Howard
	1280
	815
	2012-00004800

	LAWRENCE W SCOTT
	SLB LAND SERVICES,  LLC
	06/01/2009
	FEE
	T&P RR CO SY, T-2-N, BLK 34, SEC. 11: S/2NE/4, HOWARD  COUNTY,  TEXAS
	TX
	Howard
	1153
	725
	2009-00004855

	LEO BEN VOLLMER  LIFE ESTATE
	MPI ENERGY PARTNERS, LP
	02/28/2008
	FEE
	THE NORTHEAST QUARTER  (NE/4) OF SECTION  8, BLOCK 34, T-1-S, T&P RY CO SURVEY,  HOWARD  COUNTY, TEXAS, CONTAINING 160 ACRES MORE OR LESS
	TX
	Howard
	1091
	196
	 

	LEO WILLIAMS
	CROWNROCK, LP
	05/01/2010
	FEE
	THE E/80 ACRES OF THE E/160 ACRES OF THE W/215 ACRES OF THE S/2 OF SECTION  48, BLOCK A, BAUER & COCKRELL  SURVEY
	TX
	Howard
	1179
	454
	 

	LEO WILLIAMS
	RBP LAND COMPANY
	10/27/2009
	FEE
	SE/4 SECTION  33, BLOCK 33, T-2-N, T&P RR. CO. SURVEY
	TX
	Howard
	1171
	748
	 

	LEO WILLIAMS
	STEVENS  & TULL DEVELOPMENT LT
	05/01/2007
	FEE
	W/2 N/66 2/3 N/200 W/2, W/2 S/66
2/3RDS N/200 W/2 SECTION  49, ALL IN BLOCK A, BAUER & COCKRELL SURVEY,  HOWARD  AND MARTIN COUNTIES,  TEXAS
	TX
	Howard
	1056
	196
	 

	LEO WILLIAMS
	CROWNROCK, LP
	04/23/2010
	FEE
	TR 2 NE/4 AND TR 4 W/2, SEC 32, BLK
33, T2N, T&P RY. CO. SURVEY
	TX
	Howard
	1179
	461
	 

	LESLIE FAY GRANTHAM
	SPRING ENERGY CO INC
	06/21/2010
	FEE
	ALL OF SECTION  34, BLOCK 33, T-2-N, T&P RR CO. SURVEY,  HOWARD COUNTY,  TEXAS CONTAINING 646.4
ACRES MORE OR LESS
	TX
	Howard
	1187
	631
	 

	LESLIE FAY GRANTHAM
	SPRING ENERGY CO INC
	09/15/2010
	FEE
	W/2 OF SECTION  38, BLOCK 33, ABSTRACT  1244, T-2-N, T&P RR CO. SURVEY,  HOWARD  COUNTY,  TEXAS, CONTAINING 326 ACRES, MORE OR LESS
	TX
	Howard
	1193
	219
	 

	LESLIE FAY GRANTHAM
	PARTEE DRILLING,  INC.
	09/15/2010
	FEE
	T2N, BLK 330
SEC 38: E/20
T&P RY CO SURVEY0
HOWARD  COUNTY,  TEXAS
	TX
	Howard
	1193
	193
	 

	LIBBY TURNER SSP
	SPRING ENERGY CO INC
	05/17/2010
	FEE
	W/2 OF SECTION  6, BLOCK 33, T-2-N, T&P RY. CO. SURVEY,  HOWARD COUNTY,  TEXAS, CONTAINING 320
ACRES, MORE OR LESS
	TX
	Howard
	1187
	604
	 

	LINDA BEA CYPERT,  SANDRA  KAY MCNALLEN
	CLEAR WATER
	08/11/2009
	FEE
	SE/4 OF SECTION  33, BLOCK 33, T-2-N, T&P RY CO SURVEY
	TX
	Howard
	1156
	491
	2009-00005162

	LINDA BEA CYPERT,  SANDRA  KAY MCNALLEN, MICHAEL  LEE KING
	CLEAR WATER, INC.
	08/11/2009
	FEE
	NORTH 220 AC OF THE W/2, SEC 39, BLOCK 33, T-2-N, T&P RY CO SURVEY
	TX
	Howard
	1151
	273
	2009-00004468

	LINDA BEA CYPERT,  SANDRA  KAY MCNALLEN.
	CROWNROCK, LP
	05/20/2010
	FEE
	TR 2 NE/4, TR4 W/2, TR 5 W/2, SEC 32, BLK 33, T2N, T&P RY. CO. SURVEY, CONT 156.6 ACS, M/L.
	TX
	Howard
	1182
	795
	 

	LINDA CYPERT
	STEVENS  & TULL DEVELOPMENT LT
	05/10/2007
	FEE
	W/65 ACS OF THE E/95 ACS OF THE NE/4 AND THE E/80 ACS OF THE E/160
ACS OF THE W/215 ACS OF THE S/2
OF SEC 48; THE N 66 2/3RDS ACS OF THE N 200 ACS OF THE W/2 AND THE MIDDLE 66 2/3RDS ACS OF THE N 200
ACS OF THE W/2 OF SEC 49, ALL IN BLOCK A, BAUER & COCKR
	TX
	Howard
	1056
	271
	 

	LINDA GAYLE CADE, INDIVIDUALLY AND AS SUCCESSOR INDEPENDENT EXECUTRIX OF THE ESTATE OF NINA LOUDAMY,  DEC'D
	SPRING ENERGY CO INC
	01/12/2010
	FEE
	W/2 SECTION  29, BLK 33, T2N, T&P RY CO SURVEY,  SAVE & EXCEPT 80 AC TRACT OUT OF THE NW/4.
	TX
	Howard
	1170
	760
	 

	LINDLEY COLE TURNER
	PARTEE DRILLING,  INC.
	09/09/2010
	FEE
	T2N, BLK 330
SEC 38: E/20
T&P RY CO SURVEY0
HOWARD  COUNTY,  TEXAS
	TX
	Howard
	1194
	615
	 

	LISA JO FOWLKES
	CROWNROCK, LP
	05/22/2012
	FEE
	TRACT 7 OF THE W/2 OF SECTION  32, BLOCK 33, T-2-N, HOWARD  COUNTY, TEXAS, CONTAINING 52.4 ACRES, MORE OR LESS.
	TX
	Howard
	1274
	513
	2012-00003847

	LORETTA  GORDON  OHLSON
	CROWNROCK LP
	09/24/2008
	FEE
	N/2 OF SECTION  41, BLOCK 33, T-2-N, T&P RR CO SURVEY
	TX
	Howard
	1116
	214
	2008-00006440

	LOU ANN LINDSAY
	MPI ENERGY PARTNERS
	12/18/2006
	FEE
	SECTION  5, SAVE AND EXCEPT THE NW/4, BLOCK 34, T-1-N, T&P RY CO SURVEY;  AND SECTION  9, SAVE AND EXCEPT THE SE/4, BLOCK 34, T-1-N, T&P RY CO SURVEY,  HOWARD COUNTY,  TEXAS, CONTAINING 960
ACRES, MORE OR LESS.
	TX
	Howard
	1037
	478
	2010-00000657

	LOUISE ELIZABETH  SMITH, MORCIE LEE SMITH, JR. , AND SANDRA  LOUISE EVANS
	CROWNROCK, LP
	08/02/2012
	FEE
	BAUER & COCKRELL  SURVEY BLK A SEC 48; E/65 AC OF THE S/2
	TX
	Howard
	1298
	133
	7297

	Louise Schwennesen
	Choate Company,  Inc.
	9/10/1992
	FEE
	Insofar and only Insofar as the lease covers the NW/4 Section 28, Block 33, T2N, Howard County, TX
	TX
	HOWARD
	687
	718
	 

	LUCY BROWN BRANCH
	BIG STAR OIL & GAS LLC
	02/22/2012
	FEE
	THE SOUTH HALF (S/2) AND THE NORTHEAST QUARTER  (NE/4) OF SECTION  28, BLOCK 33, T-2-N, T&P RR CO SURVEY,  HOWARD  COUNTY, TEXAS, CONTAINING 486 ACRES, MORE OR LESS
	TX
	Howard
	1263
	661
	2012-00002232








Page 7 of 24







Historical Division 6
Oil and Gas Lease Schedule
	
										
	Lessor  Full  Name
	Lessee
	Lease  Date
	Lease
Type
	Lease  Legal  Description
	State
	County
	Book
	Page
	Instrument  No.

	LUPE GUERRA  (GUADALUPE S. GUERRA)
	BREITBURN OPERATING LP
	07/28/2014
	FEE
	SW/4 SW/4 OF SECTION  18, BLOCK 33, T-2-N, HOWARD  COUNTY,  TEXAS
	TX
	Howard
	1408
	675
	2014-00005432

	M.H. BROWN AND D.L. BROWN TRUST, MARLIN H. & DOROTHY  LOU BROWN,  TRUSTEES
	BIG STAR OIL & GAS LLC
	02/22/2012
	FEE
	THE SOUTH HALF (S/2) AND THE NORTHEAST QUARTER  (NE/4) OF SECTION  28, BLOCK 33, T-2-N, T&P RR CO SURVEY,  HOWARD  COUNTY, TEXAS, CONTAINING 486 ACRES, MORE OR LESS
	TX
	Howard
	1263
	377
	2012-00002236

	MARCIANNE WILLIAMS  BILLS
	CROWNROCK LP
	01/11/2013
	FEE
	T2N BLK 330
SEC 33: E/2 SE/40
T&P RR CO SURVEY0
HOWARD  CO, TX0
CONT 80 ACS M/L
	TX
	Howard
	1315
	44
	2013-00000964

	MARGARET LUCILLE  STEVENS
	SLB LAND SERVICES,  LLC
	06/01/2009
	FEE
	T&P RR CO SVY, T-2-N, BLK 34, SEC.
11: S/2N/I4, HOWARD  COUNTY,  TEXAS
	TX
	Howard
	1153
	722
	2009-00004854

	MARGY KEATON
	SPRING ENERGY CO INC
	07/14/2010
	FEE
	W/2 OF SECTION  38, BLOCK 33, ABSTRACT  1244, T-2-N, T&P RR CO. SURVEY,  HOWARD  COUNTY,  TEXAS, CONTAINING 326 ACRES, MORE OR LESS
	TX
	Howard
	1197
	783
	 

	MARGY KEATON
	PARTEE DRILLING,  INC.
	07/14/2010
	FEE
	T2N BLK 330
SEC 38: E/2N 38 T&P RY. CO. SURVEY, HOWARD  COUNTY,  TEXAS CONT 326
ACS M/L
	TX
	Howard
	1196
	200
	 

	MARIAN G POSEY
	CROWNROCK, LP
	07/29/2011
	FEE
	EAST 65AC OF SE/4, SECTION  48, BLOCK A, BAUER & COCKRELL SURVEY
	TX
	Howard
	1237
	675
	 

	MARILYN  ANN DUNAGAN  STUBBEMAN
	SPRING ENERGY CO INC
	08/02/2010
	FEE
	W/2 OF SECTION  6, BLOCK 33, T-2-N, T&P RY. CO. SURVEY,  HOWARD COUNTY,  TEXAS, CONTAINING 320
ACRES, MORE OR LESS
	TX
	Howard
	1193
	205
	 

	MARK HILLES
	DWR OIL COMPANY
	03/12/2004
	FEE
	N/2 OF SECTION  41, BLOCK 33, T-2-N, T&P RR CO SURVEY
	TX
	Howard
	930
	228
	00001926

	MARK WAYNE COCKRELL, INDIVIDUALLY UNDER THE ESTATES OF M A COCKRELL  AND ALLIE COCKRELL  AND ALL THE REVISIONARY INTEREST  UNDER THE LIFE ESTATES  OF JERRY COCKRELL AND GWENDOLINE ROGERS)
	OGX RESOURCES LLC
	09/27/2006
	FEE
	N/2 OF SECTION  41, BLOCK 33, T-2-N, T&P RR CO SURVEY
	TX
	Howard
	1026
	585
	00005374

	MARSHALL  & WINSTON  INC
	CROWNROCK
	11/29/2012
	FEE
	T2N BLK 340
SEC 22: E/2 NE/40
T&P RY CO SURVEY0
HOWARD  CO, TX0
CONT 80 ACS M/L
	TX
	Howard
	1306
	427
	 

	MARTIN AND LENITA FRYAR REVOCABLE TRUST
	ANTARES  ENERGY COMPANY
	10/01/2014
	FEE
	E/2 OF THE NE/4 OF SEC 44, BLK 33, T-
2-N, T&P RR CO SURVEY,  HOWARD COUNTY,  TX
	TX
	Howard
	1421
	236
	2014-00007251

	MARTIN FRYAR
	J CLEO THOMPSON AND JR LP
	07/11/2003
	FEE
	N/2 OF SEC 44 & NW/4 OF SEC 45, BLK
33, T-2-N, T&P RY CO SURVEY
	TX
	Howard
	907
	48
	00004575

	MARTIN FRYAR
	CLEARWATER, INC
	02/20/2008
	FEE
	NW/4 OF SEC 44, BLK 33, T-2-N, T&P RY CO SURVEY
	TX
	Howard
	1088
	557
	00001832

	MARVIN ANTELL AND IRIS ANTELL
	RBP LAND COMPANY
	11/15/2011
	FEE
	EAST HALF (E/2) SECTION  22, BLOCK
34, T-2-N, CONTAINING 320 ACRES, MORE OR LESS
	TX
	Howard
	1253
	68
	 

	MARVIN BATSON
	MPI ENERGY PARTNERS, LP
	03/04/2008
	FEE
	THE NORTHEAST QUARTER  (NE/4) OF SECTION  8, BLOCK 34, T-1-S, T&P RY CO SURVEY,  HOWARD  COUNTY, TEXAS, CONTAINING 160 ACRES MORE OR LESS
	TX
	Howard
	1091
	187
	 

	MARY ANN HILLES SQUIRES
	ENERQUEST OIL & GAS LTD
	08/27/2007
	FEE
	N/2 OF SECTION  41, BLOCK 33, T-2-N, T&P RR CO SURVEY
	TX
	Howard
	1065
	116
	00005810

	MARY ANN POLLARD
	SPRING ENERGY CO INC
	05/17/2010
	FEE
	W/2 OF SECTION  6, BLOCK 33, T-2-N, T&P RY. CO. SURVEY,  HOWARD COUNTY,  TEXAS, CONTAINING 320
ACRES, MORE OR LESS
	TX
	Howard
	1187
	609
	 

	Mary Ann Shortes and husband Johnny
Shortes
	Petroleum  Royalty Search, Inc
	12/20/2006
	FEE
	The North 240 acres of the W/2 of Section
7, Block 33, T-2-N, T&P Ry. CO. Survey
	TX
	HOWARD
	1037
	317
	 

	Mary Ann Shortes and husband Johnny
Shortes
	RBP Land Company
	12/12/2006
	FEE
	The N/2 of Section 17, Block 33, T-2-N, T&P Ry. CO. Survey
	TX
	HOWARD
	1036
	810
	 

	MARY BETH INGRAM ET AL
	CROWNROCK, LP
	02/16/2012
	FEE
	NE/4, SW/4 SEC 20, BLK 33, T2N, T&P RY CO SURVEY,  SAVE AND EXCEPT
80 ACS OUT OF A 160 ACRE POOLING UNIT AROUND  THE PHILLIPS  UNIT #1
WELL, BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS IN DESIGNATION OF POOLING  UNIT, DATED 4/5/199
	TX
	Howard
	1268
	109
	 

	MARY LANE REYNOLDS
	MPI ENERGY PARTNERS, LP
	02/29/2008
	FEE
	THE NORTHEAST QUARTER  (NE/4) OF SECTION  8, BLOCK 34, T-1-S, T&P RY CO SURVEY,  HOWARD  COUNTY, TEXAS, CONTAINING 160 ACRES MORE OR LESS
	TX
	Howard
	1096
	393
	 

	MARY LOUISE SCHWENNESEN TRUST
	SPRING ENERGY CO INC
	05/10/2010
	FEE
	THE WEST HALF (W/2) OF SECTION
34, BLOCK 33, T-2-N, T&P RR CO. SURVEY,  HOWARD  COUNTY,  TX, CONTAINING 323.2 ACRES, MORE OR LESS
	TX
	Howard
	1187
	618
	 

	MARY O THOMAS
	SPRING ENERGY CO INC
	05/24/2010
	FEE
	W/2 OF SECTION  6, BLOCK 33, T-2-N, T&P RY CO. SURVEY,  HOWARD COUNTY,  TEXAS, CONTAINING 320
ACRES, MORE OR LESS
	TX
	Howard
	1187
	628
	 

	Mary Pauline Sunday Estate
	OGX Resources  LLC
	10/13/2006
	FEE
	NW/4 Section 33, Block 33, T2N
	TX
	HOWARD
	1028
	669
	 

	MARY READ WITNERROWD INDIVIDUALLY, AND AS TRUSTEE  OF THE TEDDYE  J READ TRUST AND THE ANDREW  DAVID READ TRUST
	MACK T RESOURCES LP
	12/14/2011
	FEE
	SW/4 OF SEC 17, BLK 33, T-2-N, T&P RR CO SURVEY
	TX
	Howard
	1252
	290
	2012-00000399

	MARY SUSAN FINCKE
	CROWNROCK, L.P.
	07/15/2009
	FEE
	T&P RR CO SVY, T-2-N, BLK 34, SEC.
11: N/2 NE/4, HOWARD  COUNTY, TEXAS
	TX
	Howard
	1155
	360
	2009-00004981

	MATTHEW  GARRETT  TURNER
	PARTEE DRILLING,  INC.
	09/09/2010
	FEE
	ALL OF SECTION  10, THE SE/4 OF SECTION  3, AND THE W/2 OF SECTION
11, BLOCK 32, T-1-N, T&P RY CO SURVEY,  HOWARD  COUNTY,  TEXAS (MORRIS  FARM)
	TX
	Howard
	1194
	601
	 

	MEGAN I. SCHROEDER
	CROWNROCK, LP
	03/05/2013
	FEE
	BAUER & COCKRELL  SURVEY BLK A SEC 48; E/65 AC OF THE S/2
	TX
	Howard
	1326
	765
	2906








Page 8 of 24







Historical Division 6
Oil and Gas Lease Schedule
	
										
	Lessor  Full  Name
	Lessee
	Lease  Date
	Lease
Type
	Lease  Legal  Description
	State
	County
	Book
	Page
	Instrument  No.

	MICHAEL  LEE HODNETT
	OGX RESOURCES LLC
	04/15/2007
	FEE
	0
SW/4 OF SECTION  41, BLOCK 33, T-2-
N, T&P RR CO SURVEY0
	TX
	Howard
	1037
	594
	00000683

	MICHAEL  LEE HODNETT,  SSP
	CLEAR WATER, INC.
	09/21/2009
	FEE
	W/2 SEC 43
	TX
	Howard
	1153
	518
	2009-00004819

	MICHAEL  LEE KING
	STEVENS  & TULL DEVELOPMENT LT
	05/10/2007
	FEE
	W/65 ACS OF THE E/95 ACS OF THE NE/4 AND THE E/80 ACS OF THE E/160
ACS OF THE W/215 ACS OF THE S/2
OF SEC 48; THE N 66 2/3RDS ACS OF THE N 200 ACS OF THE W/2 AND THE MIDDLE 66 2/3RDS ACS OF THE N 200
ACS OF THE W/2 OS SEC 49, ALL IN BLOCK A, BAUER & COCKR
	TX
	Howard
	1056
	296
	 

	MICHAEL  LEE KING
	CROWNROCK, LP
	04/23/2010
	FEE
	TRACT 2 OF THE NE/4, TRACT 4 OF THE W/2 AND TRACT 5 OF THE W/2, EACH OF SECTION  32, BLOCK 33, T-2- N, T&P RY. CO. SURVEY
	TX
	Howard
	1178
	117
	 

	MICHAEL  S GORMAN
	STEVENS  & TULL DEVELOPMENT LT
	05/01/2007
	FEE
	ALL OF THE E/65 ACRES OF THE S/2
AND A 5 ACRE TRACT OUT OF THE NW CORNER  OF SECTION  48, BLOCK A, BAUER & COCKRELL  SURVEY
	TX
	Howard
	1056
	286
	 

	Michael Tate
	OGX Resources  LLC
	10/13/2006
	FEE
	NW/4 Section 33, Block 33, T2N
	TX
	HOWARD
	1028
	646
	 

	MICHELE  BLESSNER
	J CLEO THOMPSON AND JR LP
	08/11/2003
	FEE
	NE/4 OF SEC 44, BLK 33, T-2-N, T&P RY CO SURVEY
	TX
	Howard
	908
	267
	00004714

	MICKEY H. E. SCHROEDER
	CROWNROCK, LP
	10/16/2013
	FEE
	BAUER & COCKRELL  SURVEY BLK A SEC 48; E/65 AC OF THE S/2
	TX
	Howard
	1363
	258
	2013-00008260

	MILDRED  BROWN CLARK
	BIG STAR OIL & GAS LLC
	02/22/2012
	FEE
	THE SOUTH HALF (S/2) AND THE NORTHEAST QUARTER  (NE/4) OF SECTION  28, BLOCK 33, T-2-N, T&P RR CO SURVEY,  HOWARD  COUNTY, TEXAS, CONTAINING 486 ACRES, MORE OR LESS
	TX
	Howard
	1263
	685
	2012-00002238

	MKN INC
	SPRING ENERGY CO INC
	06/28/2010
	FEE
	SECTION  34, BLOCK 33, ABSTRACT
1244, T-2-N, T&P RR CO. SURVEY, HOWARD  COUNTY,  TEXAS, CONTAINING 646.4 ACRES, MORE OR LESS
	TX
	Howard
	1235
	3
	 

	MKN INC
	SPRING ENERGY CO INC
	06/28/2010
	FEE
	W/2 OF SECTION  38, BLOCK 33, ABSTRACT  1244, T-2-N, T&P RR CO. SURVEY,  HOWARD  COUNTY,  TEXAS, CONTAINING 326 ACRES, MORE OR LESS
	TX
	Howard
	1208
	526
	 

	MKSEA LLC
	SPRING ENERGY CO INC
	07/13/2010
	FEE
	N/2 OF SECTION  34, BLOCK 33, T-2-N, T&P RR CO. SURVEY,  HOWARD COUNTY,  TEXAS, CONTAINING 324.4
ACRES, MORE OR LESS
	TX
	Howard
	1205
	88
	 

	MKSEA LLC
	SPRING ENERGY CO INC
	07/13/2010
	FEE
	S/2 OF SECTION  34, BLOCK 33, T-2-N, T&P RR CO. SURVEY,  HOWARD COUNTY,  TEXAS, CONTAINING 322
ACRES, MORE OR LESS
	TX
	Howard
	1220
	24
	 

	MONA SUE CORNING
	SPRING ENERGY CO INC
	02/08/2010
	FEE
	W/2 OF SEC 29, BLK 33, T2N, T&P RY CO SURVEY,  SAVE & EXCEPT AN 80
ACRE TRACT OUT OF THE NW4
	TX
	Howard
	1170
	753
	 

	Mona Sue Corning, Individually  and as Independent  Executrix of the Estate of Lela R. Lumpkin,  Dec'd
	Parallel Petroleum  Corporation
	6/7/1993
	FEE
	NE/4, N/2 NW/4  Section 29, Block 33, T2N, T&P Ry. CO. Survey
	TX
	HOWARD
	687
	168
	6120

	N. L. RIGGAN
	OGX RESOURCES LLC
	08/14/2006
	FEE
	SE/4 OF SEC 43, BLK 33, T&P RY CO SURVEY,  HOWARD  COUNTY
	TX
	Howard
	1002
	310
	00004644

	NADINE L HODNETT  LIFE ESTATE
	SPRING ENERGY CO INC
	08/31/2007
	FEE
	ALL OF THE SOUTHEAST QUARTER (SE/4) OF SECTION  23, BLOCK 34, T-2- N, T&P RR CO. SURVEY
	TX
	Howard
	1066
	717
	 

	NEWELL W. TATE, INDIVIDUALLY AND AS AGENT AND ATTORNEY-IN-FACT FOR THE FOLLOWING INDIVIDUALS: GARY ALLISON TATE, BERWYN ELLIOTT TATE, MARY LARUE SHANKS, TRUMAN PHILIP TATE, ROGER LYNN TATE, ALAN CRAIG TATE, AND DORA JANELLE  THOMAS
	CHALFANT  PROPERTIES, INC.
	12/01/2008
	FEE
	TWP 2N BLK 33 SEC 43; SE/4
	TX
	Howard
	1153
	778
	2009-00004865

	NICOLE COCKRELL  CHANEY, INDIVIDUALLY UNDER THE ESTATES OF M A COCKRELL  AND ALLIE COCKRELL  AND ALL THE REVISIONARY INTEREST  UNDER THE LIFE ESTATES  OF JERRY COCKRELL AND GWENDOLINE ROGERS)
	OGX RESOURCES LLC
	09/27/2006
	FEE
	N/2 OF SECTION  41, BLK 33, T-2-N, T&P RR CO SURVEY
	TX
	Howard
	1026
	589
	00005375

	NORA ROSALEE  DARNELL
	SLB LAND SERVICES,  LLC
	06/01/2009
	FEE
	T&P RR CO SVY, T-2-N, BLK 34, SEC.
11: S/2NE/4, HOWARD  COUNTY, TEXAS
	TX
	Howard
	1153
	734
	2009-00004858

	NORA TAYLOR
	SLB LAND SERVICES,  LLC
	06/01/2009
	FEE
	T&P RR CO SVY, T-2-N, BLK 34, SEC.
11: S/2NE/4, HOWARD  COUNTY, TEXAS
	TX
	Howard
	1153
	731
	2009-00004857

	NORMA J MECKEL
	RBP LAND COMPANY
	11/23/2009
	FEE
	T&P RR CO, T2N, BLK 33, SEC 320
TR1: E 85.286 ACS LOTS 8-90
TR2: W 19.62 ACS LOTS 8-90
HOWARD  CO, TX
	TX
	Howard
	1169
	365
	 

	NORTH CENTRAL  OIL CORP.
	NORTH AMERICAN  ROYALTIES, INC.
	08/09/1980
	FEE
	TWP 2N BLK 34 SEC 2 & 11; SEC 2: SW/4; SEC 11: SW/4
	TX
	Howard
	501
	472
	5595

	NOVA GEAN CAUBLE
	RBP LAND COMPANY
	12/07/2009
	FEE
	E/2 SE/4 SEC 33, BLOCK 33, T2N, T&P RR. CO. SURVEY, HOWARD COUNTY, TX CONT 80 ACS M/L
	TX
	Howard
	1171
	769
	 

	O'BENCO  III LP
	CROWNROCK LP
	01/24/2013
	FEE
	T2N BLK 340
SEC 22: E/2 NE/40
T&P RY CO SURVEY0
HOWARD  CO, TX0
CONT 80 ACS M/L
	TX
	Howard
	1315
	34
	 

	OGX RESOURCES LLC
	CLEAR WATER INC
	02/15/2007
	FEE
	N/2 SEC 42, BLK 33, T-2-N, T&P, SAVE AND EXCEPT 47.56 ACRES
	TX
	Howard
	1053
	643
	00003728

	OLA E. STEED, DEALING  IN HER SOLE AND SEPARATE  PROPERTY
	JOHN P. BATES
	07/19/1977
	FEE
	TWP 2N BLK 34 SEC 2 & 11; SEC 2: SW/4; SEC 11: SW/4; SE/4
	TX
	Howard
	461
	518
	4206

	ONES A PLASTER
	RBP LAND COMPANY
	03/22/2010
	FEE
	SE/4 SECTION  33, BLOCK 33, T-2-N, T&P RR. CO. SURVEY
	TX
	Howard
	1175
	634
	 

	OTIS NEAL WILLIAMS
	RBP LAND COMPANY
	01/13/2010
	FEE
	E/2 SE/4 SECTION  33, BLOCK 33, T-2- N, T&P RR. CO. SURVEY
	TX
	Howard
	1171
	763
	 

	OWEN D BROWN
	BIG STAR OIL & GAS LLC
	02/22/2012
	FEE
	THE SOUTH HALF (S/2) AND THE NORTHEAST QUARTER  (NE/4) OF SECTION  28, BLOCK 33, T-2-N, T&P RR CO SURVEY,  HOWARD  COUNTY, TEXAS, CONTAINING 486 ACRES, MORE OR LESS
	TX
	Howard
	1263
	689
	2012-00002238








Page 9 of 24







Historical Division 6
Oil and Gas Lease Schedule
	
										
	Lessor  Full  Name
	Lessee
	Lease  Date
	Lease
Type
	Lease  Legal  Description
	State
	County
	Book
	Page
	Instrument  No.

	OWEN K CARTER
	RBP LAND COMPANY
	04/29/2010
	FEE
	SE/4 SECTION  33, BLOCK 33, T-2-N, T&P RR. CO. SURVEY
	TX
	Howard
	1177
	555
	 

	PAMELA  DICKEY
	DWR OIL COMPANY  INC
	11/20/2004
	FEE
	N/2 OF SECTION  41, BLOCK 33, T-2-N, T&P RR CO SURVEY
	TX
	Howard
	955
	761
	00006246

	PARKER FAMILY FARMS LTD
	H L BROWN OPERATING LLC
	06/01/2004
	FEE
	SE/4 OF SEC 41, BLK 33, T-2-N, T& P RY CO SURVEY
	TX
	Howard
	940
	56
	00003618

	PATRICIA  KIM STEPHENS
	CROWNROCK LP
	11/29/2012
	FEE
	T2N, BLOCK 330
SEC 33: E/2 SE/40
T&P RR CO SURVEY0
HOWARD  CO, TX0
CONT 80 ACS M/L
	TX
	Howard
	1312
	187
	 

	PATRICIA  LYNN HALL, SSP
	CLEAR WATER, INC.
	09/21/2009
	FEE
	W/2 SEC 43
	TX
	Howard
	1155
	780
	2009-00005050

	PATRICIA  MORSE CURTIS AS ATTORNEY  IN FACT FOR JOSEPHINE FREEL MORSE
	CROWNROCK
	09/24/2008
	FEE
	N/2 OF SECTION  41, BLOCK 33, T-2-N, T&P RR CO SURVEY
	TX
	Howard
	1117
	442
	2008-00006648

	PATRICIA  MORSE CURTIS, AS HER SOLE AND SEPARATE  PROPERTY
	CROWNROCK LP
	12/12/2008
	FEE
	N/2 OF SECTION  41, BLOCK 33, T-2-N, T&P RR CO SURVEY
	TX
	Howard
	1128
	780
	2009-00000863

	PATSY DIANE MASON
	CROWNROCK, LP
	01/19/2012
	FEE
	EAST 65AC OF SE/4, SECTION  48, BLOCK A, BAUER & COCKRELL SURVEY
	TX
	Howard
	1257
	157
	 

	PATSY DIANE MASON
	CROWNROCK, LP
	01/19/2012
	FEE
	BAUER & COCKRELL  SURVEY BLK A SEC 48; E/65 AC OF THE SE/4
	TX
	Howard
	1257
	157
	2012-00001262

	PATSY FAYE DOUGLASS
	CROWNROCK, LP
	12/01/2011
	FEE
	THE NORTHEAST QUARTER  (NE/4) AND THE SOUTHWEST QUARTER (SW/4) OF SECTION  20, BLOCK 33, T-2- N, T&P RY. CO. SURVEY.  SAVE AND EXCEPT 80 ACRES OUT OF A 160
ACRE POOLING  UNIT AROUND  THE PHILLIPS  UNIT #1 WELL, BEING MORE PARTICULARLY DESCRIBED BY METES & BOUNDS
	TX
	Howard
	1249
	172
	 

	PATSY FAYE DOUGLASS
	MPI ENERGY PARTNERS, LP
	11/28/2007
	FEE
	T2N, BLK 33, T&P RY CO SURVEY0
SEC 20: NW/4, SE/40
SEC 21: SW/40
HOWARD  COUNTY,  TEXAS
	TX
	Howard
	1086
	492
	 

	PATSY FAYE DOUGLASS, DEALING  IN HER SOLE & SEPARATE  PROPERTY
	BREITBURN OPERATING, LP
	07/09/2014
	FEE
	T2N, BLK 33, T&P RY CO SURVEY0
SEC 20: NW/4, SE/40
SEC 21: SW/40
HOWARD  CO., TX
	TX
	Howard
	1410
	506
	2014-0005695

	PAUL ALBERT FISHER
	CROWNROCK
	05/22/2012
	FEE
	T2N BLK 340
SEC 22: E/20
T&P RY CO SURVEY0
HOWARD  CO, TEXAS0
CONT 320 ACS M/L
	TX
	Howard
	1275
	682
	 

	PAULA KRETSCHMER SMITH
	SPRING ENERGY CO INC
	09/07/2010
	FEE
	WEST HALF (W/2) OF SECTION  34, BLOCK 33, T-2-N, T&P RR SURVEY, HOWARD  COUNTY,  TEXAS, CONTAINING 323.2 ACRES MORE OR LESS
	TX
	Howard
	1197
	787
	 

	Penny Peterson
	Cobra Oil & Gas Corporation
	5/15/2014
	Fee
	Southwest  Quarter (SW/4), Sec 17, BLK
33, T2N, T&P RR Co Survey
	TX
	Howard
	1428
	611
	2014-00008332

	PETER B. TYSON, DEALING  IN HIS SOLE AND SEPARATE  PROPERTY
	JOHN P. BATES
	07/26/1977
	FEE
	TWP 2N BLK 34 SEC 2 & 11; SEC 2: SW/4; SEC 11: SW/4; SE/4
	TX
	Howard
	461
	531
	4214

	R PATT LILLY
	STEVENS  & TULL DEVELOPMENT LT
	02/04/2008
	FEE
	TRACT 6 OF THE NW/4 OF SECTION
32, BLOCK 33, T-2-N, T&P CO. SY.
	TX
	Howard
	1085
	122
	 

	R V PEPPER AND WIFE, VICTORIA  R PEPPER
	ENERQUEST OIL & GAS LTD
	07/25/2007
	FEE
	SE/4 OF SEC 41, BLK 33, T-2-N, T& P RY CO SURVEY
	TX
	Howard
	1037
	801
	00000734

	RANDALL  MCGEHEE
	CROWNROCK, LP
	07/24/2012
	FEE
	BAUER & COCKRELL  SURVEY BLK A SEC 48; E/65 AC OF THE S/2
	TX
	Howard
	1298
	106
	7288

	RANDY H FRANCIS
	MPI ENERGY PARTNERS, LP
	03/04/2008
	FEE
	THE NORTHEAST QUARTER  (NE/4) OF SECTION  8, BLOCK 34, T-1-S, T&P RY CO SURVEY,  HOWARD  COUNTY, TEXAS, CONTAINING 160 ACRES MORE OR LESS
	TX
	Howard
	1091
	199
	 

	RAYMOND  STALLINGS
	BREITBURN OPERATING LP
	04/01/2015
	FEE
	2 ACRES, MORE OR LESS, BEING THE WELL LOCATION  OF BREITBURN'S RAYMOND  EULA 30 #1 WELL,
SECTION  30, BLK 33, T-2N, T&P RY CO SURVEY,  HOWARD  COUNTY,  TEXAS
	TX
	Howard
	1512
	33
	2016-00000531

	RAYMOND  STALLINGS  AND EULA FAYE STALLINGS  (WIFE)
	MPI ENERGY PARTNERS, LP
	04/03/2007
	FEE
	THE N/2 OF SECTION  30, BLK 33, TOWNSHIP  2 NORTH, T&P RY. CO. SURVEY,  HOWARD  COUNTY,  TEXAS, CONTAINING 320.0 ACRES, MORE OR LESS
	TX
	Howard
	1048
	511
	 

	REBECCA  ANN HUITT
	CLEAR WATER INC
	08/11/2009
	FEE
	E/2NW/4 AND NORTH 60 ACRES OF SW/4 SECTION  39, BLOCK 33, T-2-N, T&P RY CO SURVEY
	TX
	Howard
	1149
	160
	2009-0004083

	RENAE FERGUSON, INDEPENDENT EXECUTRIX OF THE ESTATE OF A.K. GUTHRIE,  DECEASED, THE DORIS PIKE GUTHRIE  TEXAS TRUST FOR A.K. GUTHRIE,  THE DORIS PIKE GUTHRIE  TEXAS TRUST FOR MARY LYNNE GUTHRIE  PERRY
	MACK T RESOURCES, LP
	12/08/2011
	FEE
	SW/4 OF SECTION  17, BLOCK 33, 0
T-2-N, T&P RY CO SURVEY
	TX
	Howard
	1252
	284
	2012-00000398

	REXIE R MCNEW
	OGX RESOURCES LLC
	06/16/2006
	FEE
	NE/4 OF SECTION  40, BLOCK 33, T-2-N, T&P RR CO SURVEY
	TX
	Howard
	1013
	111
	00003191

	RICHARD  COLDIRON,  ANNIE ELAINE POTTER.
	PIEDRA ENERGY I, LLC
	11/04/2008
	FEE
	ALL OF THE SW/4 EXCEPT THE N. 40
ACRES OF THE SW/4 OF SECTION  18, BLOCK 33, T-2-N, T&P RY. CO. SURVEY, CONTAINING 120 ACRES, MORE OR LESS
	TX
	Howard
	1119
	156
	 

	RICHARD  L SMITH
	RBP LAND COMPANY
	12/03/2009
	FEE
	T&P RR CO, T2N, BLK 33, SEC 320
TR1: E 85.286 ACS LOTS 8-90
TR2: W 19.62 ACS LOTS 8-9
	TX
	Howard
	1169
	371
	 

	RICHARD  LEE PEMBERTON
	CROWNROCK LP
	02/15/2013
	FEE
	T2N, BLK 330
SEC 33: E/2 SE/40
T&P RR CO SURVEY0
HOWARD  COUNTY,  TX, CONT 80 ACS M/L
	TX
	Howard
	1319
	387
	 

	RICHARD  M COLDIRON
	BREITBURN OPERATING LP
	06/12/2015
	FEE
	S/2 S/2 NE/4 OF SECTION  31, BLOCK
33, T-2-N, T&P RY CO SURVEY, CONTAINING 40 AC, MORE OR LESS
	TX
	Howard
	1463
	416
	2015-00004294

	RICHARD  MARK COLDIRON  AND AMY MARIE BLEDSOE
	REDWOOD  EXPLORATION COMPANY, LLC
	3/22/2016
	Fee
	NW/4 NE/4 & N/2 S/2 NE/4, Sec 31, BLK
33, T2N, T&P RR Co Survey
	TX
	Howard
	1527
	752
	2016-00002872

	RICHARD  MCGEHEE
	CROWNROCK, LP
	07/11/2012
	FEE
	BAUER & COCKRELL  SURVEY BLK A SEC 48; E/65 AC OF THE S/2
	TX
	Howard
	1298
	109
	7289

	ROBERT CLINE
	RBP LAND COMPANY
	11/02/2009
	FEE
	LOTS 8 AND 9, SECTION  32, BLOCK 33, T-2-N, T&P RY. CO. SURVEY, CONTAINING 104.906 ACRES, MORE OR LESS
	TX
	Howard
	1166
	602
	 








Page 10 of 24







Historical Division 6
Oil and Gas Lease Schedule
	
										
	Lessor  Full  Name
	Lessee
	Lease  Date
	Lease
Type
	Lease  Legal  Description
	State
	County
	Book
	Page
	Instrument  No.

	ROBERT E BEALL, JOE E BEALL, RICHARD  COLDIRON,  ANNIE ELAINE POTTER.
	PIEDRA ENERGY I, LLC
	11/04/2008
	FEE
	THE NORTH 200 ACRES OF THE W/2
OF SECTION  18, BLOCK 33, T-2-N, T&P RR CO. SURVEY,  HOWARD  COUNTY, TEXAS, CONTAINING 200.00 ACRES, MORE OR LESS
	TX
	Howard
	1119
	145
	 

	ROBERT E BEALL, JOE PAUL BEALL, LOIS RAE BEALL (INDIVIDUALLY AND AS INDEPENDENT EXECUTRIX OF THE ESTATE OF JOSEPH E BELL, DECEASED), JILL BEALL CLEMENTS, SHARI JO BEALL
	BIG STAR OIL & GAS LLC
	07/12/2012
	FEE
	THE SOUTH HALF (S/2) AND THE NORTHEAST QUARTER  (NE/4) OF SECTION  28, BLOCK 33, T-2-N, T&P RR CO SURVEY,  HOWARD  COUNTY, TEXAS, CONTAINING 486 ACRES, MORE OR LESS
	TX
	Howard
	1283
	35
	2012-00005090

	ROBERT E BEALL, ROBERT LYNN BEALL, JOE PAUL BEALL, JILL BEALL CLEMENTS.
	PIEDRA ENERGY I, LLC
	11/04/2008
	FEE
	NE/ 4 SECTION  18, BLOCK 33, T-2-N, T&P RY CO. SURVEY,  HOWARD COUNTY,  TEXAS, CONTAINING 162.0
ACRES, MORE OR LESS
	TX
	Howard
	1119
	134
	 

	ROBERT E. BEALL; AMY MARIE BLEDSOE;  LOIS RAE BEALL, INDEPENDENT EXECUTRIX OF THE ESTATE OF JOSEPH E. BEALL,D DECEASED; AND RICHARD  MARK COLDIRON.
	CROWNROCK, L.P.
	05/14/2012
	FEE
	T&P RY CO SVY, T-2-N, BLK 33, SEC.
18: S/40 OF THE N/200 AC OF THE W/2, HOWARD  COUNTY,  TEXAS
	TX
	Howard
	1278
	253
	2012-00004406

	ROBERT EDWARD  OLIVAS
	CROWNROCK
	10/30/2008
	FEE
	N/2 OF SECTION  41, BLOCK 33, T-2-N, T&P RR CO SURVEY
	TX
	Howard
	1122
	82
	2008-00007399

	ROBERT F DUKE AND WIFE JUDY ANN DUKE
	ENERQUEST OIL & GAS LTD
	01/25/2007
	FEE
	SE/4 OF SEC 41, BLK 33, T-2-N, T&P RY CO SURVEY
	TX
	Howard
	1037
	809
	00000736

	ROBERT L. WOOD AND WIFE, MAE WOOD
	NORTH AMERICAN  ROYALTIES, INC.
	08/05/1980
	FEE
	TWP 2N BLK 34 SEC 11; SW/4; SE/4
	TX
	Howard
	499
	635
	4941

	ROBERT M. GAY REVOCABLE TRUST
	SPRING ENERGY CO INC
	04/27/2010
	FEE
	THE NORTH HALF (N/2) OF SECTION
34, BLOCK 33, T-2-N, T&P RR SURVEY, HOWARD  COUNTY,  TEXAS, CONTAINING 324.4 ACRES MORE OR LESS
	TX
	Howard
	1177
	391
	 

	ROBERT RAY WILLIAMS
	ROBERT B. PORTER,  JR., TRUSTEE OF T
	07/16/2012
	FEE
	T&P RR CO SVY, T-2-N, BLK 33, SEC.
33: E/2SE/4, HOWARD  COUNTY, TEXAS
	TX
	Howard
	1290
	216
	6202

	Robert W Harrell
	OGX Resources  LLC
	10/2/2006
	FEE
	NW/4 Section 33, Block 33, T2N
	TX
	HOWARD
	1028
	666
	 

	ROBERTA  M REGAN TESTAMENTARY TRUST
	SPRING ENERGY CO INC
	06/01/2010
	FEE
	WEST 1/2 OF SECTION  34, BLOCK 33, T-2-N, T&P RY. CO. SURVEY
	TX
	Howard
	1187
	597
	 

	ROBINSON  FAMILY REVOCABLE TRUST
	DOUBLE  EAGLE DEVELOPMENT LLC
	05/10/2012
	FEE
	NE/4 SEC 6 AND 143.60 AC TRACT OUT OF SEC 43 & 44, BLK 33, T-2-N, T&P RR CO SURVEY,  HOWARD COUNTY,  TX
	TX
	Howard
	1271
	784
	2012-00003400

	RONALD DEAN PEMBERTON
	CROWNROCK LP
	02/15/2013
	FEE
	T2N, BLK 33D
SEC 33: E/2 SE/4D
T&P RR CO SURVEYD
HOWARD  COUNTY,  TX, CONT 80 ACS M/L
	TX
	Howard
	1319
	353
	 

	ROOSEVELT SHAW
	CROWNROCK, LP
	06/15/2010
	FEE
	NW/4  AND W/2 NE/4 OF SECTION  19, BLOCK 33, T2N, T&P RY. CO. SURVEY, HOWARD  COUNTY,  TEXAS, CONTAINING 240 ACS M/L.
	TX
	Howard
	1181
	317
	 

	ROOSEVELT SHAW
	BREITBURN OPERATING LP
	02/01/2015
	FEE
	2 ACRES, MORE OR LESS, WELL LOCATION  OF BREITBURN'S ROOSEVELT PATSY #15 WELL, SECT
19, BLK 33, T-2-N, T&P RY CO SURVEY, HOWARD  COUNTY,  TX
	TX
	Howard
	1512
	38
	2016-00000532

	ROSETTA  PETTY
	CROWNROCK, LP
	05/04/2010
	FEE
	EAST 80 ACRES PF THE EAST 160
ACRES OF THE WEST 215 ACRES OF THE SOUTH HALF OF SECTION  48, BLOCK A, BAUER & COCKRELL SURVEY
	TX
	Howard
	1179
	468
	 

	ROSETTA  PETTY
	STEVENS  & TULL DEVELOPMENT LT
	05/04/2007
	FEE
	W/65 ACRES OF THE NE/4 OF SECTION 48 AND E/80 ACRES OF THE E/160 ACRES OF THE W/215 ACRES OF THE S/2 OF SECTION  48 AND THE NORTH 66 2/3RDS ACRES OF THE NORTH 200 ACRES OF THE W/2 OF SECTION  49, ALL IN BLOCK A, BAUER
& COCKRELL  SURVEY
	TX
	Howard
	1056
	213
	 

	ROSETTA  PETTY
	RBP LAND COMPANY
	11/03/2009
	FEE
	SE/4 SECTION  33, BLOCK 33, T-2-N, T&P RR. CO. SURVEY
	TX
	Howard
	1171
	757
	 

	ROSETTA  PETTY
	CROWNROCK, LP
	05/18/2010
	FEE
	TR 2 NE/4 AND TR 4 W/2, SEC 32, BLK
33, T2N, T&P RY. CO. SURVEY
	TX
	Howard
	1179
	448
	 

	ROY LEE WILLIAMS
	CROWNROCK LP
	01/25/2013
	FEE
	T2N BLK 33D
SEC 33: E/2 SE/4D
T&P RR CO SURVEYD HOWARD  CO, TXD CONT 80 ACS M/L
	TX
	Howard
	1313
	497
	 

	Roy Phillips
	Parallel Petroleum  Corporation
	8/21/1992
	FEE
	S/2 SW/4 Section 20, Block 33, T2N, T&P Ry. CO. Survey
	TX
	HOWARD
	685
	643
	5717

	RUSSELL  LEDBETTER
	SPRING ENERGY CO INC
	07/14/2010
	FEE
	W/2 OF SECTION  38, BLOCK 33, ABSTRACT  1244, T-2-N, T&P RR CO. SURVEY,  HOWARD  COUNTY,  TEXAS, CONTAINING 326 ACRES, MORE OR LESS
	TX
	Howard
	1200
	295
	 

	RUSSELL  LEDBETTER
	PARTEE DRILLING,  INC.
	07/14/2010
	FEE
	T2N, BLK 33D SEC 38: E/2D
T&P RY CO SURVEYD
HOWARD  COUNTY,  TEXAS, CONT 326
ACS M/L
	TX
	Howard
	1200
	287
	 

	SAM O WILLIAMS
	STEVENS  & TULL DEVELOPMENT LT
	05/01/2007
	FEE
	THE S/2 OF SECTION  21, BLOCK 34, T-
2-N, T&P RR. CO. SURVEY
	TX
	Howard
	1056
	235
	 

	SAM SALEH
	SPRING ENERGY CO INC
	09/17/2010
	FEE
	T2N, BLK 33D
SEC 34: ALL, T&P RR SURVEYD SEC 38: ALL, T&P RY CO SURVEYD HOWARD  COUNTY,  TEXAS CONT
1298.4 ACS M/L
	TX
	Howard
	1193
	212
	 

	SAMMIE E WILLIAMS  REV TRUST
	SLB LAND SERVICES,  LLC
	06/01/2009
	FEE
	T&P RR CO SVY, T-2-N, BLK 34, SEC.
11: S/2NE/4, HOWARD  COUNTY, TEXAS
	TX
	Howard
	1153
	737
	2009-00004859

	SANDI L DUNAGAN
	SPRING ENERGY CO INC
	08/02/2010
	FEE
	W/2 OF SECTION  6, BLOCK 33, T-2-N, T&P RY. CO. SURVEY,  HOWARD COUNTY,  TEXAS, CONTAINING 320
ACRES, MORE OR LESS
	TX
	Howard
	1193
	197
	 

	SANDRA  KAY MCNALLEN
	STEVENS  & TULL DEVELOPMENT LT
	05/10/2007
	FEE
	THE WEST 65 ACRES OF THE EAST 95
ACRES OF THE NE/4 AND THE E/80
ACRES OF THE E/160 ACRES OF THE W/215 ACRES OF THE S/2 OF SECTION 48; THE NORTH 66 2/3RDS
ACRES OF THE NORTH 200 ACRES OF THE W/2 AND THE MIDDLE 66 2/3RDS ACRES OF THE NORTH 200 ACRES OF THE
	TX
	Howard
	1056
	251
	 








Page 11 of 24







Historical Division 6
Oil and Gas Lease Schedule
	
										
	Lessor  Full  Name
	Lessee
	Lease  Date
	Lease
Type
	Lease  Legal  Description
	State
	County
	Book
	Page
	Instrument  No.

	Senie Coldiron
	Brigham Oil & Gas, LP
	4/10/2001
	Fee
	Northeast  Quarter (NE/4), Sec 31, BLK
33, T2N, T&P RR Co Survey
	TX
	Howard
	836
	660
	 

	SHANA RANEE PICKENS  FIELDER
	CROWNROCK LP
	02/18/2013
	FEE
	T2N, BLOCK 330
SEC 33: E/2 SE/40
T&P RR CO SURVEY0
HOWARD  CO, TX0
CONT 80 ACS M/L
	TX
	Howard
	1321
	815
	 

	SHARON CHILDS, SSP
	CLEAR WATER, INC
	09/21/2009
	FEE
	W/2 SEC 43
	TX
	Howard
	1153
	524
	2009-00004820

	SHARON CHILDS, SUZANNE  HUITT, PATRICIA  LYNN HALL, DEWEY DWAYNE  HODNETT
	OGX RESOURCES LLC
	04/15/2007
	FEE
	SW/4 OF SECTION  41, BLOCK 33, T-2- N, T&P RR CO SURVEY
	TX
	Howard
	1038
	392
	00000865

	SHARON MCGEHEE
	CROWNROCK, LP
	07/24/2012
	FEE
	BAUER & COCKRELL  SURVEY BLK A SEC 48; E/65 AC OF THE S/2
	TX
	Howard
	1298
	112
	7290

	SHARRON  HUSSON
	OGX RESOURCES LLC
	06/16/2006
	FEE
	NE/4 OF SECTION  40, BLOCK 33, T-2-N, T&P RR CO SURVEY
	TX
	Howard
	1013
	225
	00003216

	STEPHEN  ELLIOTT GAY
	SPRING ENERGY CO INC
	03/18/2010
	FEE
	THE NORTH HALF (N/2) OF SECTION
34, BLOCK 33, T-2-N, T&P RR SURVEY, HOWARD  COUNTY,  TEXAS, CONTAINING 324.4 ACRES MORE OR LESS
	TX
	Howard
	1177
	396
	 

	STOCK NGB LIMITED PARTNERS, LTD
	BREITBURN OPERATING LP
	06/22/2015
	FEE
	N/2 NW/4 AND E/2 NE/4 OF SECTION
41, BLOCK 33, T-2-N, T&P RY CO SURVEY,  CONTAINING 160 ACRES
	TX
	Howard
	1478
	362
	2015-00006284

	STOCK NGB LIMITED PARTNERS, LTD AND JOE PAUL BEALL AND WIFE, LINDA RENE BEALL
	OGX RESOURCES LLC
	08/18/2006
	FEE
	N/2 OF SECTION  41, BLK 33, T-2-N, T&P RR CO SURVEY
	TX
	Howard
	1027
	414
	00005513

	SUE S WILLBANKS TRUST
	SPRING ENERGY CO INC
	03/09/2006
	FEE
	THE SOUTH HALF (S/2) OF SECTION
17, BLOCK 34, TOWNSHIP-1-NORTH, T&P RY CO SURVEY,  HOWARD  AND MARTIN COUNTIES,  TEXAS, CONTAINING 320 ACRES, MORE OR LESS
	TX
	Howard
	1005
	757
	 

	SUSAN ELLIOTT HARMON
	MPI ENERGY PARTNERS, LP
	12/18/2007
	FEE
	W/2 AND SE/4 OF SEC 31, BLK 33, T-2- N, T&P RY. CO. SURVEY,  CONT 480
ACS, M/L.
	TX
	Howard
	1083
	528
	 

	SUSAN SMITH
	MPI ENERGY PARTNERS, LP
	03/04/2008
	FEE
	THE NORTHEAST QUARTER  (NE/4) OF SECTION  8, BLOCK 34, T-1-S, T&P RY CO SURVEY,  HOWARD  COUNTY, TEXAS, CONTAINING 160 ACRES MORE OR LESS
	TX
	Howard
	1099
	14
	 

	SUZAN K WILLIAMS  COOPER
	CROWNROCK LP
	01/11/2013
	FEE
	T2N, BLK 330
SEC 33: E/2 SE/40
T&P RR CO SURVEY0
HOWARD  COUNTY,  TX, CONT 80 ACS M/L
	TX
	Howard
	1319
	375
	 

	SUZANNE  HUITT, SSP
	CLEAR WATER, INC.
	09/21/2009
	FEE
	W/2 SEC 43
	TX
	Howard
	1153
	536
	2009-00004822

	TEJON EXPLORATION CO
	CROWNROCK LP
	01/23/2013
	FEE
	T2N BLK 340
SEC 22: E/2 NE/40
T&P RY CO SURVEY0
HOWARD  CO, TX0
CONT 80 ACS M/L
	TX
	Howard
	1316
	63
	 

	TEMPLE JO GRANTHAM
	CROWNROCK LP
	12/17/2012
	FEE
	T2N BLOCK 330
SEC 34: ALL0
T&P RR CO SURVEY0
HOWARD  CO, TX
	TX
	Howard
	1326
	759
	 

	Terry Grantham
	Cobra Oil & Gas Corporation
	5/14/2014
	Fee
	Southwest  Quarter (SW/4), Sec 17, BLK
33, T2N, T&P RR Co Survey
	TX
	Howard
	1428
	599
	2014-00008331

	TEXAS ENERGY STAR, LLC; ADAMS LEGACY GROUP; AND PAULA SUE ADAMS
	PATRIOT  ROYALTY  & LAND, LLC
	09/10/2010
	FEE
	T&P RY CO SVY, T-3-N, BLK 33, SEC.
29: NW/4, HOWARD  COUNTY,  TEXAS
	TX
	Howard
	1196
	449
	2010-00005398

	THE JEAN BROUGHTON TRUST AND THE G C BROUGHTON FOUNDATION
	MPI ENERGY PARTNERS, LP
	12/11/2006
	FEE
	INSOFAR  AND ONLY INSOFAR  AS SAID LEASE COVERS  ALL OF SEC 5, SAVE AND EXCEPT THE NW/4,  AND ALL OF SEC 9, SAVE AND EXCEPT THE SE/4, BLOCK 34, T1N, T&P RR CO SURVEY,  CONT 960 ACS M/L, HOWARD COUNTY,  TEXAS.
	TX
	Howard
	1034
	637
	2010-00000137

	THE LILLIAN SIMPSON  TRUST
	SPRING ENERGY CO INC
	06/29/2010
	FEE
	W/2 OF SECTION  6, BLOCK 33, T-2-N, T&P TY CO. SURVEY,  HOWARD COUNTY,  TEXAS, CONTAINING 320
ACRES, MORE OR LESS
	TX
	Howard
	1190
	210
	 

	THE LILLIAN SIMPSON TRUST,0
J LARRY NICHOLS  TRUSTEE
	BREITBURN OPERATING LP
	07/31/2015
	FEE
	W/2 OF SECTION  6, BLOCK 33, T-2-N, T&P RY CO SURVEY,  HOWARD COUNTY,  TEXAS
	TX
	Howard
	1492
	353
	2015-00008348

	THE SLK FAMILY TRUST
	BREITBURN OPERATING LP
	09/29/2015
	FEE
	MULTIPLE  TRACTS WITHIN THE NE/4
OF SECT 6, BLOCK 33, T2N, T&P RR CO SURVEY AND SECTIONS  43 & 44, BLOCK 33, T3N, T&P RR CO SURVEY, HOWARD  COUNTY,  TX
	TX
	Howard
	1486
	753
	2015-00007481

	THOMAS  D ELLIOTT
	MPI ENERGY PARTNERS, LP
	12/18/2007
	FEE
	W/2 AND SE/4 OF SEC 31, BLK 33, T-2- N, T&P RY. CO. SURVEY,  CONT 480
ACS, M/L.
	TX
	Howard
	1083
	518
	 

	THOMAS  GRAVES,  A SINGLE MAN
	JOHN P. BATES
	08/24/1977
	FEE
	TWP 2N BLK 34 SEC 2 & 11; SEC 2: SW/4; SEC 11: SW/4; SE/4
	TX
	Howard
	461
	612
	4441

	THOMAS  LEO VOLLMER
	MPI ENERGY PARTNERS, LP
	02/28/2008
	FEE
	THE NORTHEAST QUARTER  (NE/4) OF SECTION  8, BLOCK 34, T-1-S, T&P RY CO SURVEY,  HOWARD  COUNTY, TEXAS, CONTAINING 160 ACRES MORE OR LESS
	TX
	Howard
	1091
	193
	 

	TOM STOKES  INDIVIDUALLY, AND AS INDEPENDENT CO-EXECUTOR OF THE ESTATE OF ERMA N HAMILTON, DECEASED
	MACK T RESOURCES LP
	12/06/2011
	FEE
	SW/4 OF SEC 17, BLK 33, T-2-N, T&P RR CO SURVEY
	TX
	Howard
	1252
	294
	2012-00000400

	TRACY COCKRELL  RIVERS (INDIVIDUALLY UNDER THE ESTATES OF M A COCKRELL  AND ALLIE COCKRELL  AND ALL THE REVISIONARY INTEREST  UNDER THE LIFE ESTATES  OF JERRY COCKRELL AND GWENDOLINE ROGERS)
	OGX RESOURCES LLC
	09/27/2006
	FEE
	N/2 OF SECTION  41, BLOCK 33, T-2-N, T&P RR CO SURVEY
	TX
	Howard
	1026
	581
	00005373

	VALDA GENE CROWDER,  AKA JEAN CROWDER
	OGX RESOURCES LLC
	06/16/2006
	FEE
	NE/4 OF SECTION  40, BLOCK 33, T-2-N, T&P RR CO SURVEY
	TX
	Howard
	1013
	610
	00003311

	VERL D SHAW & IOMA T SHAW TRUSTEES  OF THE VERL D SHAW AND IOMA T SHAW REVOCABLE LIVING TRUST.
	SPRING ENERGY CO INC
	04/21/2010
	FEE
	NE/4 SE/4, SEC 30, BLK 33, ABSTRACT
1333, T2N, T&P RR CO SURVEY, HOWARD  COUNTY,  TEXAS, CONT
40.4125 ACS M/L.
	TX
	Howard
	1178
	643
	 

	VERL D SHAW AND IOMA T SHAW REVOCABLE LIVING TRUST
	SPRING ENERGY COMPANY,  INC.
	04/21/2010
	FEE
	T&P RR CO SVY, T-2-N, A-1333, BLK 33, SEC. 30: NE/4SE/4,  HOWARD
COUNTY,  TEXAS
	TX
	Howard
	1178
	643
	2010-00002523








Page 12 of 24







Historical Division 6
Oil and Gas Lease Schedule
	
										
	Lessor  Full  Name
	Lessee
	Lease  Date
	Lease
Type
	Lease  Legal  Description
	State
	County
	Book
	Page
	Instrument  No.

	VERL D SHAW AND IOMA T SHAW REVOCABLE LIVING TRUST
	MPI ENERGY PARTNERS, LP
	12/19/2007
	FEE
	W 19.62 ACS LOTS 8 & 9, SEC 32; E
85.286 ACS LOTS 8 & 9, SEC 32; SE/4
SEC 32; ALL IN BLK 33, T2N, T&P RY CO SURVEY,  HOWARD  COUNTY,  TX.
	TX
	Howard
	1082
	137
	 

	Verl D Shaw and Ioma T Shaw Revocable
Living Trust
	MPI Energy Partners,  L.P.
	12/19/2007
	FEE
	N/2 SE/4 Section 32, Block 33, T2N
	TX
	HOWARD
	1082
	137
	 

	VERL D SHAW AND IOMA T SHAW.
	CROWNROCK, LP
	10/19/2009
	FEE
	NE/4 OF SECTION  30, BLOCK 33, T-2-N, T&P RY. CO. SURVEY
	TX
	Howard
	1159
	246
	 

	Verl D. Shaw and Ioma T. Shaw, Trustees of the Verl D. Shaw and Ioma T. Shaw Revocable  Living Trust
	Brigham Oil & Gas, LP
	4/24/2001
	Fee
	Southeast  Quarter of the Southeast Quarter (SE/4 SE/4), Sec 30, BLK 33, T2N, T&P RR Co Survey
	TX
	Howard
	833
	317
	 

	VONCILLE  MARIE ETHRIDGE
	CROWNROCK, LP
	04/01/2010
	FEE
	NORTHWEST QUARTER  (NW/4) OF SECTION  8, BLOCK 34, T-1-S, T&P RY. CO. SURVEY,  HOWARD  COUNTY, TEXAS
	TX
	Howard
	1175
	405
	 

	W WAYNE GILL AND WIFE MERLE GILL
	ENERQUEST OIL & GAS LTD
	01/25/2007
	FEE
	SE/4 OF SEC 41, BLK 33, T-2-N, T&P RY CO SURVEY
	TX
	Howard
	1037
	804
	00000735

	WALKER FARMS LTD
	OGX RESOURCES LLC
	04/01/2006
	FEE
	S 100 AC OF THE SW/4, SEC 39, BLK
33, T-2-N, HOWARD  COUNTY,  TXo
	TX
	Howard
	1005
	355
	00001852

	WALKER FARMS LTD
	J CLEO THOMPSON AND J C T JR LP
	07/10/2003
	FEE
	W/2 OF SEC 46, BLK 33, T-2-N, T & P RY CO SURVEY
	TX
	Howard
	905
	97
	00004209

	WALKER FARMS, LTD
	ANTARES  ENERGY COMPANY
	05/18/2012
	FEE
	S 100 AC OF THE SW/4 OF SEC 39, BLK 33, T-2-N, HOWARD  COUNTY,  TX
	TX
	Howard
	1272
	39
	2012-00003416

	WALTER WOODIE  LONG AND WIFE ALICE LONG
	STEVENS  & TULL DEVELOPMENT LT
	05/01/2007
	FEE
	SE/4 SEC 29 AND TRACT 3 OF THE NE/4 OF SEC 32, BLK 33, T2N, T&P RY. CO. SURVEY
	TX
	Howard
	1056
	206
	 

	WANDA LEE ROMAN
	CLEAR WATER, INC
	07/25/2009
	FEE
	SE/4 OF SEC 41, BLK 33, T-2-N, T& P RY CO SURVEY
	TX
	Howard
	1151
	284
	2009-00004469

	WARD ACKERT HOWARD
	H. L. BROWN OPERATING, LLC
	05/19/2004
	FEE
	S/2 OF SEC 40, BLK 33, T-2-N, T & P & RY CO SURVEY
	TX
	Howard
	936
	296
	00002976

	WELLS FARGO BANK, N.A. TRUSTEE OF THE SOPHIE BARTLETT  MOORE BECK REVOCABLE TRUST AND TRUSTEE  OF THE STEPHEN  E MOORE REVOCABLE TRUST
	BREITBURN OPERATING LP
	04/10/2015
	FEE
	N/2 SECTION  41, BLOCK 33, T2N, T&P SURVEY
	TX
	Howard
	1469
	146
	2015-00005004

	WELLS FARGO BANK, N.A.TRUSTEE OF THE SOPHIE BARTLETT  MOORE BECK REVOCABLE TRUST AND TRUSTEE  OF THE STEPHEN  E MOORE REVOCABLE TRUST
	BREITBURN OPERATING LP
	10/01/2010
	FEE
	N/2 SECTION  41, BLOCK 33, T2N, T&P SURVEY
	TX
	Howard
	1469
	146
	2015-00005004

	WELLS FARGO BANK, NA TRUSTEE  OF THE SOPHIE BARTLETT  MOORE REVOCABLE TRUST AND TRUSTEE  OF THE STEPHEN  E MOORE REVOCABLE TRUST
	BREITBURN OPERATING LP
	10/01/2010
	FEE
	N/2 OF SECTION  41, BLOCK 33, T-2-N, T&P RY CO SURVEY,  CONTAINING
320.00 ACRES, MORE OR LESS
	TX
	Howard
	1463
	422
	2015-00004296

	WELLS FARGO BANK, NA, TRUSTEE OF THE JEFF AND NADA MAE DAVIS CHARITABLE FOUNDATION
	MACK T RESOURCES LP
	01/11/2012
	FEE
	NE/4 SECTION  12, BLOCK 35, T-1-S, T&P SURVEY
	TX
	Howard
	1252
	274
	2012-00000395

	WELLS FARGO BANK, NA, TRUSTEE OF THE SOPHIE BARLETT  MOORE TESTAMENTARY TRUST UWO BC MAN AND THE THE STEPHEN  ELLIS
MOORE TESTAMENTARY TRUST UWO BC MANN
	DWR OIL COMPANY
	03/12/2004
	FEE
	N/2 OF SECTION  41, BLOCK 33, T-2-N, T&P RY CO SURVEY
	TX
	Howard
	935
	298
	00002761

	WENDELL  E SWANN
	MACK TO RESOURCES LP
	01/02/2012
	FEE
	SW/4 OF SEC 17, BLK 33, T-2-N, T&P RR CO SURVEY
	TX
	Howard
	1252
	302
	2012-00000402

	WESLEY JACOBSON
	CROWNROCK, LP
	03/05/2013
	FEE
	BAUER & COCKRELL  SURVEY BLK A SEC 48; E/65 AC OF THE S/2
	TX
	Howard
	1334
	36
	3993

	WEST STAR ENERGY,  LLC; ADAMS HERITAGE  GROUP; AND CAROL ANN ADAMS.
	PATRIOT  ROYALTY  & LAND, LLC
	09/10/2010
	FEE
	T&P RY CO SVY, T-3-N, BLK 33, SEC.
29: NW/4, HOWARD  COUNTY,  TEXAS
	TX
	Howard
	1196
	438
	2010-00005397

	WILLIAM H SMITH
	RBP LAND COMPANY
	10/19/2011
	FEE
	NE/4 OF SECTION  8, BLOCK 34, T-1-S, T&P RY CO SURVEY,  HOWARD COUNTY,  TEXAS, CONTAINING 160
ACRES, MORE OR LESS.
	TX
	Howard
	1242
	447
	 

	WILLIAM LANE EDWARDS
	MPI ENERGY PARTNERS, LP
	02/29/2008
	FEE
	THE NORTHEAST QUARTER  (NE/4) OF SECTION  8, BLOCK 34, T-1-S, T&P RY CO SURVEY,  HOWARD  COUNTY, TEXAS, CONTAINING 160 ACRES MORE OR LESS
	TX
	Howard
	1096
	396
	 

	77 OIL PROPERTIES, INC.
	CROWNROCK, LP
	01/15/2013
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	367
	449
	699

	ABILENE  CHRISTIAN  UNIVERSITY
	PATRIOT  ROYALTY  & LAND, LLC
	02/05/2010
	FEE
	T&P RY CO SVY, T-3-N, BLK 34, SEC.
29: S/2 SE/4, MARTIN COUNTY,  TEXAS
	TX
	Martin
	269
	94
	1053

	ACCOUNT  NO. W00551200, FROST NATIONAL  BANK, TRUSTEE
	CROWNROCK, LP
	04/19/2012
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	338
	217
	1879

	ADVENTURE EXPLORATION, LP o ROCA RESOURCE COMPANY,  INC. o DAVID SLEDGE  o
JOHN B. SYPTAK o MARK T. DEHLINGER o RICHARD  H. COATS
	PATRIOT  ROYALTY  & LAND, LLC
	05/19/2010
	FEE
	T2N, BLK 37o
SEC 8: SE/4o
T&P RY CO SVYo
MARTIN CO, TEXAS
	TX
	Martin
	273
	419
	 

	ALICE DANIEL
	CROWNROCK, LP
	09/23/2011
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	325
	127
	106

	ALLEN W. HAMILL, JR. FAMILY PARTNERSHIP
	CROWNROCK, LP
	01/24/2013
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	367
	439
	696

	ALTA BELLE BRISTO, JAMES CULLEN BRISTO, DANIEL GENE BRISTO, AND BENJAMIN  JUDD BRISTO
	MACK T. RESOURCES, LP
	05/15/2009
	FEE
	TWP 3N BLK 34 SEC 26; SE/4
	TX
	Martin
	252
	583
	 

	AMELIA BURCHETT, SSP
	CROWNROCK, L.P.
	08/25/2009
	FEE
	T&P RR CO SVY, T-1-N, BLK 37, SEC.
34: W/2SE/4,  MARTIN COUNTY,  TEXAS
	TX
	Martin
	263
	535
	3608

	AMELIA ELAINE EILAND, AS HER SOLE AND SEPARATE  PROPERTY
	STANDARD  PERMIAN,  LLC
	07/12/2012
	FEE
	TWP 1N BLK 36 SEC 19; N/2NW/4
	TX
	Martin
	348
	639
	2944

	American State Bank, Lubbock,  Texas, as Trustee of the Loma June Hudgeons  Trust
	K. Brian Reeves
	9/6/2005
	FEE
	SW/4 of Section 39,  Block 34, T-3-N, T&P Ry. CO. Survey
	TX
	MARTIN
	170
	165
	 

	American State Bank, Lubbock,  Texas, as Trustee of the Loma June Hudgeons  Trust
	Cobra Oil and Gas Corporation
	9/7/2008
	FEE
	S/2 SW/4 of Section 39,  Block 34, T-3-N, T&P Ry. CO. Survey
	TX
	MARTIN
	237
	232
	 

	ANGIE BRIDGES,  A WIDOW
	CARL T. SPEIGHT
	05/10/2010
	FEE
	TWP 1N BLK 35 SEC 23; S/2 NW/4
	TX
	Martin
	285
	791
	3812

	ANN TOWERS  STONE
	CROWNROCK, LP
	01/15/2013
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	367
	436
	695

	ANNA LOUISE GRAVES
	CROWNROCK, L.P.
	11/19/2008
	FEE
	NE/4, S/2 NW/4 AND 20.05 ACRES IN THE SW/4 OF SECTION  17, BLOCK 35, TOWNSHIP  1 SOUTH, T&P RR CO. SY., IN THE COUNTY OF MARTIN,  STATE OF TEXAS.
	TX
	Martin
	240
	317
	4125








Page 13 of 24







Historical Division 6
Oil and Gas Lease Schedule
	
										
	Lessor  Full  Name
	Lessee
	Lease  Date
	Lease
Type
	Lease  Legal  Description
	State
	County
	Book
	Page
	Instrument  No.

	ANNETTE  WEARNER,  DEALING  IN HER SOLE AND SEPARATE  PROPERTY
	STANDARD  PERMIAN,  LLC
	09/10/2010
	FEE
	TWP 1N BLK 37 SEC 38; NE/4
	TX
	Martin
	291
	137
	4466

	AOG MINERAL  PARTNERS, LTD., A TEXAS LIMITED PARTNERSHIP
	CROWNROCK, LP
	04/01/2009
	FEE
	TWP 1N BLK 36 SEC 19; E/100 ACRES OF THE NE/4
	TX
	Martin
	249
	356
	1346

	BALONEY  FEATHERS, LIMITED
	CROWNROCK, LP
	12/08/2008
	FEE
	TWP 2N BLK 36 SEC 36; N/80 AC OF THE NW/4
	TX
	Martin
	242
	437
	215

	BANK OF AMERICA,  N.A., TRUSTEE  OF THE FLORENCE  MARIE HALL TRUST
	CROWNROCK, L.P.
	06/01/2008
	FEE
	T&P RY CO SVY, T-2-N, BLK 37, SEC.
20: SW/4, MARTIN COUNTY,  TEXAS.
	TX
	Martin
	230
	470
	2399

	BANK OF AMERICA,  N.A., TRUSTEE  OF THE FLORENCE THELMA HALL TRUST AND AS TRUSTEE.
	CROWNROCK, L.P.
	06/01/2008
	FEE
	T&P RY CO SVY, T-2-N, BLK 37, SEC.
20: SW/4, MARTIN COUNTY,  TEXAS.
	TX
	Martin
	235
	670
	3319

	BANK OF AMERICA,  N.A., TRUSTEE0
OF THE FLORENCE  MARIE HALL TRUST, TRUSTEE  OF THE FLORENCE THELMA  HALL TRUST AND AS TRUSTEE.
	CROWNROCK, L.P.
	09/01/2008
	FEE
	T&P RR CO SVY, T-1-S, BLK 35, SEC.
09: E/2 E/2, MARTIN COUNTY,  TEXAS.
	TX
	Martin
	235
	676
	3320

	BANK OF AMERICA,  NA, FRANKLIN THOMPSON FAMILY AGENCY
	S.E.S. ENERGY,  LTD
	06/29/2012
	FEE
	TWP 1N BLK 35 SEC 33; E/2 SE/4
	TX
	Martin
	343
	349
	2413

	BANK OF AMERICA,  NA, TRUSTEE  OF THE SHELBY ELLIS TRUST
	S.E.S. ENERGY,  LTD
	03/23/2012
	FEE
	TWP 1N BLK 35 SEC 33; E/2 SE/4
	TX
	Martin
	335
	422
	1516

	BARBARA  ANN LANE WALTHER
	CROWNROCK, L.P.
	12/22/2008
	FEE
	NE/4, S/2 NW/4 AND 20.05 ACRES IN THE SW/4 OF SECTION  17, BLOCK 35, TOWNSHIP  1 SOUTH, T&P RR CO. SY., IN THE COUNTY OF MARTIN,  STATE OF TEXAS.
	TX
	Martin
	245
	250
	645

	BARBARA  G. KIMBROUGH
	CROWNROCK, LP
	09/23/2011
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	325
	144
	112

	BARBARA  GUINN
	CROWNROCK, LP
	09/23/2011
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	325
	133
	108

	BARBARA  J. LOGGIE,  DEALING HEREIN WITH HER SOLE AND SEPARATE  PROPERTY, AND BEING THE SOLE HEIR IN AND TO THE EST. OF ROBERT G. LOGGIE,  DECEASED
	CROWNROCK, LP
	03/05/2013
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	375
	459
	1699

	BARBARA  MEEK HICKMAN,  AS HER SOLE AND SEPARATE  PROPERTY
	CROWNROCK, LP
	06/17/2011
	FEE
	TWP 1N BLK 37 SEC 37; N/2
	TX
	Martin
	310
	466
	2720

	BARBARA  SHAW ANDERSON
	CROWNROCK, LP
	02/21/2013
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	370
	688
	1172

	BARBARA  SMITH
	CROWNQUEST OPERATING, LLC
	04/04/2008
	FEE
	T1S, BLK 370
SEC 1: NE/40
T&P RR CO SVY, 0
MARTIN COUNTY,  TEXAS, CONT 160
ACS M/L
	TX
	Martin
	226
	752
	1746

	BAREFOOT  MINERALS
	CROWNROCK, L.P.
	11/21/2013
	FEE
	SE/4, Sec 9, BLK 35, T2N, T&P RR Co. Survey
	TX
	Martin
	398
	656
	140260

	BDMC LP
	Pioneer Natural Resources  USA Inc.
	4/27/2005
	Fee
	East 252.74 acres of S/2, Sec 10, BLK
35, T1N, T&P RR Co Survey
	TX
	Martin
	168
	333
	1460

	BDMC LP
	Pioneer Natural Resources  USA Inc.
	7/1/2010
	Fee
	

East 240 acres of the S/2, Sec 10, BLK
35, T1N, T&P RR Co Survey, SAVE & EXCEPT a 9.68 acre tract out of the SE/4 which is more particularly  described  by metes and bounds in Warranty Deed recorded in Volume 79, Page 499, of the Deed Records of Martin County, Texas, From a depth of 9,352 feet and below
	TX
	Martin
	280
	322
	2917

	BENJAMIN  SMITH
	CROWNROCK, LP
	02/21/2013
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	370
	679
	1169

	BETTY JAN VALIQUETTE
	PATRIOT  ROYALTY  & LAND, LLC
	12/22/2009
	FEE
	T&P RY CO SVY, T-1-N, BLK 36, SEC.
47: N/2SW/4,  MARTIN COUNTY,  TEXAS
	TX
	Martin
	263
	662
	3626

	BETTY JAN VALIQUETTE, DEALING  IN HER SOLE AND SEPARATE PROPERTY
	CROWNROCK, LP
	11/10/2008
	FEE
	TWP 2N BLK 36 SEC 36; N/80 AC OF THE NW/4
	TX
	Martin
	240
	331
	4132

	BETTY JAN VALIQUETTE, DEALING  IN HER SOLE AND SEPARATE PROPERTY
	S.E.S. ENERGY,  LTD
	02/17/2012
	FEE
	TWP 1N BLK 35 SEC 33; E/2 SE/4
	TX
	Martin
	335
	406
	1512

	BETTY JAN VALIQUETTE, DEALING  IN HER SOLE AND SEPARATE PROPERTY
	CROWNROCK, LP
	01/07/2009
	FEE
	TWP 1N BLK 36 SEC 19; E/100 ACRES OF THE NE/4 AND THE N/30 ACRES OF THE SE/4 AND S/130ACRES OF THE SE/4 AND W/30 ACRES OF THE NE/4
	TX
	Martin
	242
	311
	173

	BETTY SUE SAPP
	CROWNROCK, LP
	05/27/2011
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	309
	320
	2534

	BEVERLY  HILBURN  BOWMAN  AND BERNARD  HINES HILBURN,  CO- TRUSTEES  OF THE BEVERLY HILBURN  BOWMAN  TRUST AND THE BERNARD  HINES HILBURN  TRUST
	CROWNROCK, LP
	09/06/2011
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	319
	498
	3738

	BEVERLY  J. DILLION,  INDIVIDUALLY AND AS EXECUTRIX OF THE EST. OF CARROLL  WILLIAM DILLON, DECEASED
	CROWNROCK, LP
	03/19/2012
	FEE
	TWP 2N BLK 35 SEC 27; S/2 SW/4
	TX
	Martin
	344
	399
	2471

	Bill R. McMorries
	Pioneer Natural Resources  USA Inc.
	4/27/2015
	Fee
	3.39 acres out of the South Half (S/2) of Section 10, Block 35, Township-1-North, T&P RR Co Survey, being more particularly  described  by metes and bounds in a Right of Way Easement recorded in Volume 111, Page 50 of the Deed Records of Martin County, Texas, as amended
	TX
	Martin
	450
	368
	1683

	BILLIE MILES
	PATRIOT  ROYALTY  & LAND, LLC
	03/31/2010
	FEE
	TWP 1N BLK 35 SEC 25; S/2 NW/4
	TX
	Martin
	270
	413
	1308

	BOB KENNEDY
	PATRIOT  ROYALTY  & LAND, LLC
	12/17/2009
	FEE
	T&P RY CO SVY, T-1-N, BLK 36, SEC.
47: N/2SW/4,  MARTIN COUNTY,  TEXAS
	TX
	Martin
	263
	666
	3628

	BOB KENNEDY
	CROWNROCK, LP
	11/06/2008
	FEE
	TWP 2N BLK 36 SEC 36; N/80 AC OF THE NW/4
	TX
	Martin
	240
	337
	4135

	BOB KENNEDY,  DEALING  JN HIS SOLE AND
SEPARATE  PROPERTY
	CROWNROCK, LP
	01/05/2009
	FEE
	TWP 1N BLK 36 SEC 19; E/100 ACRES OF THE NE/4 AND THE N/30 ACRES OF THE SE/4 AND S/130ACRES OF THE SE/4 AND W/30 ACRES OF THE NE/4
	TX
	Martin
	242
	25
	104

	BOB P. KENNEDY,  DEALING  IN HIS SOLE AND SEPARATE  PROPERTY
	S.E.S. ENERGY,  LTD
	02/17/2012
	FEE
	TWP 1N BLK 35 SEC 33; E/2 SE/4
	TX
	Martin
	330
	788
	915

	BOBBY HENSON AND WIFE CAROL
	CROWNROCK, L.P.
	02/07/2011
	FEE
	NE/4 OF SECTION  17, BLOCK 36, T-1-S,
T&P RY. CO. SURVEY0
MARTIN COUNTY,  TX
	TX
	Martin
	298
	155
	744

	BOLDRICK  FAMILY PROPERTIES LP
	CROWNQUEST OPERATING, LLC
	06/03/2008
	FEE
	T1S, BLK 370
SEC 1: NE/40
T&P RR CO SVY, 0
MARTIN COUNTY,  TEXAS, CONT 160
ACS M/L
	TX
	Martin
	234
	538
	3108

	BREITBURN ENERGY PARTNERS
	BREITBURN OPERATING L P
	07/10/2012
	MIN
	E/65 ACS SE/4 SEC 48, BLK A, B&C SURVEY,  HOWARD  AND MARTIN COUNTY,  TX
	TX
	Martin
	366
	379
	 








Page 14 of 24







Division 6
Oil and Gas Lease Schedule
	
										
	Lessor  Full  Name
	Lessee
	Lease  Date
	Lease
Type
	Lease  Legal  Description
	State
	County
	Book
	Page
	Instrument  No.

	BRENDA  FAYE RUSH, DEALING  IN HER SOLE AND SEPARATE PROPERTY
	K. BRYAN REEVES
	04/27/2007
	FEE
	TWP 1N BLK 35 SEC 33; E/2 SE/4
	TX
	Martin
	199
	148
	1520

	BRENT HATCH
	PATRIOT  ROYALTY  & LAND, LLC
	03/31/2010
	FEE
	TWP 1N BLK 35 SEC 25; S/2 NW/4
	TX
	Martin
	270
	417
	1310

	BROUGHTON FARM COMPANY,  THE JEAN BROUGHTON TRUST AND THE G.C.BROUGHTON FOUNDATION
	MPI ENERGY PARTNERS, LP
	03/01/2007
	FEE
	N/2 SECTION  10, BLOCK 35, T-1-N, T&P RY CO SURVEY,  CONTAINING 331.3
ACRES, MORE OR LESS.
	TX
	Martin
	197
	318
	 

	C.B. CHRISTIE
	CROWNROCK, LP
	04/29/2010
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	276
	210
	2312

	CAL FARLEYS  BOYS RANCH FOUNDATION WITH AMARILLO NATIONAL  BANK AS AGENT
	CROWNROCK, LP
	07/11/2011
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	316
	614
	3392

	CANDACE  L. KELLY
	CROWNROCK, L.P.
	02/07/2011
	FEE
	NE/4 OF SECTION  17, BLOCK 36, T-1-S,
T&P RY. CO. SURVEYD
MARTIN COUNTY,  TX
	TX
	Martin
	299
	732
	1028

	CARL B. BAILEY, III
	CROWNROCK, LP
	07/25/2011
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	316
	624
	3394

	CAROL BEDWELL
	CROWNROCK, L.P.
	02/19/2009
	FEE
	T&P RR CO SVY, T-3-N, BLK 34, SEC.
18: N/2SE/4, MARTIN COUNTY,  TEXAS
	TX
	Martin
	246
	536
	942

	CAROL M. MEEK, AS AIF FOR JAMES HOLLIS MEEK, DEALING  IN HIS SOLE AND SEPARATE  PROPERTY
	S.E.S. ENERGY,  LTD
	02/17/2012
	FEE
	TWP 1N BLK 35 SEC 33; E/2 SE/4
	TX
	Martin
	333
	31
	1162

	CAROLE  S. STRAATHOF, DEALING  IN HER SOLE AND SEPARATE PROPERTY
	CROWNROCK, LP
	03/19/2012
	FEE
	TWP 2N BLK 35 SEC 27; S/2 SW/4
	TX
	Martin
	344
	383
	2467

	CAROLYN  A. MCGUIRE,  DEALING  IN HER SOLE AND SEPARATE PROPERTY
	STANDARD  PERMIAN,  LLC
	11/03/2011
	FEE
	TWP 2N BLK 37 SEC 34; SW/4
	TX
	Martin
	328
	533
	598

	CAROLYN  A. MCGUIRE,  DEALING  IN HER SOLE AND SEPARATE PROPERTY
	CARL T. SPEIGHT
	05/10/2010
	FEE
	TWP 1N BLK 35 SEC 23; S/2 NW/4
	TX
	Martin
	285
	731
	3792

	CAROLYN  JOHNSON
	PATRIOT  ROYALTY  & LAND, LLC
	09/23/2010
	FEE
	TWP 3N BLK 33 SEC 30; PART OF NW/4
	TX
	Martin
	1197
	41
	2010-00005487

	CARROL D. YATER
	CROWNQUEST OPERATING, LLC
	04/18/2008
	FEE
	T&P RY CO SVY, T-1-S, BLK 36, SEC.
17: S/2NE/4, MARTIN COUNTY,  TEXAS
	TX
	Martin
	226
	747
	1744

	CATHERINE GRACE HARRELL
	CROWNROCK, LP
	04/11/2012
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	350
	81
	3085

	CATHRYN  CARTWRIGHT
	CROWNROCK, LP
	09/23/2011
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	325
	135
	109

	CECILIA STRAUS  DELOACH
	CROWNROCK, LP
	05/17/2011
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	309
	310
	2529

	CENTRAL  TRUST & INVESTMENT CO., AS TRUSTEE  OF THE WILLIAM  T. AND DOROTHY  L. HENDERSON FAMILY TRUST
	S.E.S. ENERGY,  LTD
	04/02/2012
	FEE
	TWP 1N BLK 35 SEC 33; E/2 SE/4
	TX
	Martin
	339
	449
	1950

	CHARLES  B. LOGGIE
	CROWNROCK, LP
	08/03/2011
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	317
	773
	3527

	CHARLES  J. CONKLING
	CROWNROCK, L.P.
	09/17/2008
	FEE
	NE/4, S/2 NW/4 AND 20.05 ACRES IN THE SW/4 OF SECTION  17, BLOCK 35, TOWNSHIP  1 SOUTH, T&P RR CO. SY., IN THE COUNTY OF MARTIN,  STATE OF TEXAS.
	TX
	Martin
	237
	640
	3690

	CHERYL TAYLOR,  DEALING  IN HER SOLE AND SEPARATE  PROPERTY
	CARL T. SPEIGHT
	05/10/2010
	FEE
	TWP 1N BLK 35 SEC 23; S/2 NW/4
	TX
	Martin
	285
	740
	3795

	CHRISTINA  GAYDEN CARTER
	CROWNROCK, LP
	05/03/2010
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	274
	179
	2085

	CLARENCE  A. ROGERS,  JR.
	CROWNROCK, LP
	07/25/2011
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	316
	621
	3393

	CLEAR CREEK ROYALTY  & LAND, LTD
	CROWNQUEST OPERATING, LLC
	05/15/2008
	FEE
	T&P RR CO SVY, T-1-S, BLK 36, SEC.
35: S/2SW/4,  FROM SURFACE  DOWN TO BUT NOT INCLUDING  9,500 FT., MARTIN COUNTY,  TEXAS
	TX
	Martin
	231
	561
	2622

	CLEAR CREEK ROYALTY  & LAND, LTD
	CROWNQUEST OPERATING, LLC
	05/15/2008
	FEE
	T&P RR CO SVY, T-1-S, BLK 36, SEC.
35: S/2SW/4,  FROM SURFACE  DOWN TO BUT NOT INCLUDING  9,500 FT., MARTIN COUNTY,  TEXAS
	TX
	Martin
	231
	561
	2622

	CLYDE P. VOLLMER
	CROWNROCK, LP
	05/27/2011
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	309
	324
	2536

	CONSTANCE BAILEY FALCO
	CROWNROCK, LP
	09/07/2011
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	317
	761
	3523

	CORA HENSON MANAGEMENT, LLC, A TEXAS LIMITED LIABILITY  COMPANY, GENERAL  PARTNER  OF THE CORA HENSON FAMILY PARTNERSHIP, LP
	STANDARD  PERMIAN,  LLC
	09/27/2012
	FEE
	TWP 2N BLK 37 SEC 18; N/2 W160 N/2
	TX
	Martin
	359
	285
	4104

	CORA HENSON MANAGEMENT, LLC, A TEXAS LIMITED LIABILITY  COMPANY, GENERAL  PARTNER  OF THE CORA HENSON FAMILY PARTNERSHIP, LP
	STANDARD  PERMIAN,  LLC
	09/27/2011
	FEE
	TWP 2N BLK 37 SEC 18; S/2 OF THE W/100 OF THE N/2
	TX
	Martin
	322
	670
	4035

	COURTNEY HOLT COWDEN,  JR.
	CROWNROCK, LP
	07/15/2011
	FEE
	W/2 SEC 60, ABS 336, BLK A, B&C SURVEY,  MARTIN CO, TX, S&E 80 AC UNIT CAVE #1060 IN S/2 S/2 NW/4 & N/2 N/2 SW/4
	TX
	Martin
	314
	119
	3139

	COURTNEY HOLT COWDEN,  JR.
	MANHATTAN PETROLEUM INC
	5/3/2005
	Fee
	S/2 S/2 NW/4, N/2 N/2 SW/4, Sec 60, BLK A, Bauer & Cockrell
	TX
	Martin
	166
	436
	 

	COURTNEY HOLT COWDEN,  JR.
	LEGACY RESERVES  OPERATING LP
	11/12/2013
	Fee
	S/2 S/2 NW/4, N/2 N/2 SW/4, Sec 60, BLK A, Bauer & Cockrell
	TX
	Martin
	395
	440
	 

	CYNTHIA  STRAUS  BELL, AKA CYNTHIA BELL, DEALING  HEREIN WITH HER SOLE AND SEPARATE  PROPERTY, AND BEING THE SOLE HEIR IN AND
TO THE EST. OF FRANK STRAUS, DECEASED
	CROWNROCK, LP
	05/27/2011
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	309
	318
	2533

	DALE COCHRAN  WIGLEY A/K/A DALE C. WIGLEY
	CROWNROCK, LP
	04/05/2012
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	338
	222
	1880

	DANIEL L. CAVE AND SPOUSE,  ZADA CAVE
	CROWNROCK, LP
	03/21/2012
	FEE
	BAUER & COCKRELL  SURVEY BLK A SEC 60; S/120 AC OF SW/4
	TX
	Martin
	336
	195
	1619

	DANIEL L. CAVE AND SPOUSE,  ZADA CAVE
	CROWNROCK, LP
	04/13/2011
	FEE
	BAUER & COCKRELL  SURVEY BLK A SEC 60; NORTH 120 AC OF THE NW/4, LESS 40 AC, SURFACE  TO 11,000'
	TX
	Martin
	331
	151
	942

	DANIEL L. CAVE AND WIFE, ZADA CAVE
	MANHATTAN PETROLEUM INC
	3/29/2005
	Fee
	S/2 S/2 NW/4, N/2 N/2 SW/4, Sec 60, BLK A, Bauer & Cockrell
	TX
	Martin
	166
	428
	 

	DANIEL LEON CAVE
	CROWNROCK, L.P.
	10/09/2008
	FEE
	T&P RR CO SVY, T-3-N, BLK 34, SEC.
07: NW/4, MARTIN COUNTY,  TEXAS
	TX
	Martin
	238
	471
	3800

	DAVID DALE MAGNIN
	CROWNROCK, LP
	10/03/2012
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	359
	273
	4100

	DAVID SLEDGE
	CROWNROCK, LP
	05/01/2011
	FEE
	BAUER & COCKRELL  SURVEY BLK A SEC 60; S/120 AC OF SW/4
	TX
	Martin
	304
	339
	1719

	DAVID W. SLEDGE  AND WIFE, SANDRA  L. SLEDGE
	LEGACY RESERVES  OPERATING LP
	11/12/2013
	Fee
	S/2 S/2 NW/4, N/2 N/2 SW/4, Sec 60, BLK A, Bauer & Cockrell
	TX
	Martin
	393
	12
	 

	DENISE SHANK, A WIDOW
	CARL T. SPEIGHT
	05/10/2010
	FEE
	TWP 1N BLK 35 SEC 23; S/2 NW/4
	TX
	Martin
	285
	788
	3811

	DIANE PERKINS,  DEALING  IN HER SOLE AND SEPARATE  PROPERTY
	CARL T. SPEIGHT
	05/10/2010
	FEE
	TWP 1N BLK 35 SEC 23; S/2 NW/4
	TX
	Martin
	285
	746
	3797

	DOLORES  J. STOVALL,  DEALING  IN HER SOLE AND SEPARATE PROPERTY
	S.E.S. ENERGY,  LTD
	02/27/2012
	FEE
	TWP 1N BLK 35 SEC 33; E/2 SE/4
	TX
	Martin
	333
	35
	1163








Page 15 of 24







Historical Division 6
Oil and Gas Lease Schedule
	
										
	Lessor  Full  Name
	Lessee
	Lease  Date
	Lease
Type
	Lease  Legal  Description
	State
	County
	Book
	Page
	Instrument  No.

	DONALD E. POLLOCK,  DEALING  IN HIS SOLE AND SEPARATE  PROPERTY
	CROWNROCK, LP
	01/06/2009
	FEE
	TWP 1N BLK 36 SEC 19; E/100 ACRES OF THE NE/4
	TX
	Martin
	242
	201
	149

	DONALD L. GRANTHAM
	STANDARD  PERMIAN,  LLC
	06/23/2011
	FEE
	TWP 1N BLK 37 SEC 37; N/2
	TX
	Martin
	310
	433
	2715

	DONALD R GRIMES,  SSP
	PATRIOT  ROYALTY  & LAND, LLC
	04/13/2010
	FEE
	T1N, BLK 380
SEC 1: E/2 SE/40
T&P RY CO SURVEY,  0
MARTIN COUNTY,  TEXAS, CONT 80
ACS M/L
	TX
	Martin
	271
	380
	1518

	DONALD R. HORTON  AND WIFE, MARTHA  E. HORTON
	CROWNROCK, LP
	06/27/2013
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	386
	239
	3074

	DONALD YATES BOWLIN,  DEALING  IN HIS SOLE AND SEPARATE  PROPERTY
	CROWNROCK, LP
	08/17/2008
	FEE
	BAUER & COCKRELL  SURVEY BLK A SEC 46; E/220 AC
	TX
	Martin
	237
	616
	3679

	DONNA CRAM MOLER
	CROWNROCK, LP
	10/14/2011
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	325
	141
	111

	DONNA J. SAWYER,  INDIVIDUALLY AND AS TRUSTEE  OF THE FAMILY TRUST UNDER THE WILL OF JAMES G. SAWYER,  DECEASED
	CROWNROCK, LP
	12/31/2008
	FEE
	TWP 2N BLK 36 SEC 36; NW/4 S&E N/80 AC
	TX
	Martin
	242
	203
	150

	DONNY WINSLOW,  DEALING  IN HIS SOLE AND SEPARATE  PROPERTY
	CARL T. SPEIGHT
	05/10/2010
	FEE
	TWP 1N BLK 35 SEC 23; S/2 NW/4
	TX
	Martin
	285
	770
	3805

	DONOHOO  WYLY SLAUGHTER
	CROWNROCK, L.P.
	08/07/2008
	FEE
	T&P RR CO SVY, T-3-N, BLK 34, SEC.
07: NW/4, MARTIN COUNTY,  TEXAS
	TX
	Martin
	235
	612
	3310

	DORCHESTER MINERALS,  LP
	LEWIS B. BURLESON, INC.
	02/01/2010
	FEE
	TWP 1N BLK 36 SEC 10; SE/4
	TX
	Martin
	267
	462
	694

	DORIS HULL, ET VIR HOMER HULL
	K. BRYAN REEVES
	04/01/2007
	FEE
	TWP 1N BLK 35 SEC 33; E/2 SE/4
	TX
	Martin
	203
	187
	2061

	DORIS M HALLANAN  REV TRUST
	CROWNROCK, L.P.
	04/26/2010
	FEE
	NE/4, S/2 NW/4 AND 20.05 ACRES IN THE SW/4 OF SECTION  17, BLOCK 35, TOWNSHIP  1 SOUTH, T&P RR CO. SY., IN THE COUNTY OF MARTIN,  STATE OF TEXAS.
	TX
	Martin
	276
	672
	2400

	DOROTHY  DEAKINS  CHANDLER, AKA DOROTHY  D. CHANDLER
	CROWNROCK, LP
	06/22/2011
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	309
	314
	2531

	DOWIN O'NEAL, AKA DOWIN SINCLAIR O'NEAL
	CROWNROCK, LP
	02/03/2012
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	350
	84
	3086

	DRAGON  SAGE LLC
	CARL T. SPEIGHT
	06/10/2010
	FEE
	TWP 1N BLK 35 SEC 23; S/2 NW/4
SURFACE  TO 100' BELOW  THE MISSISSIPPIAN FORMATION; S/2 NW/4
100' BELOW  THE MISSISSIPPIAN FORMATION
	TX
	Martin
	285
	779
	3808

	DUCAN H. STONE
	CROWNROCK, LP
	01/15/2013
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	369
	304
	941

	EDWARD  G STEWART  AND FRANCES A
STEWART  REVOCABLE TRUST OF
1/22/96
	CROWNQUEST OPERATING, LLC
	04/09/2008
	FEE
	T1S, BLK 370
SEC 1: NE/40
T&P RR CO SVY, 0
MARTIN COUNTY,  TEXAS, CONT 160
ACS M/L
	TX
	Martin
	226
	778
	1756

	ELAINE EILAND, INDIVIDUALLY AND AS TRUSTEE  OF THE PAIGE EILAND FAMILY TRUST
	CARL T. SPEIGHT
	08/01/2010
	FEE
	TWP 1N BLK 35 SEC 23; S/2 NW/4
SURFACE  TO 100' BELOW  THE MISSISSIPPIAN FORMATION; S/2 NW/4
100' BELOW  THE MISSISSIPPIAN FORMATION
	TX
	Martin
	285
	722
	3789

	ELAINE SEWELL
	CROWNROCK, LP
	01/15/2013
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	369
	292
	937

	ELIZABETH  ANN TROTTER
	CROWNROCK, L.P.
	10/23/2008
	FEE
	NE/4, S/2 NW/4 AND 20.05 ACRES IN THE SW/4 OF SECTION  17, BLOCK 35, TOWNSHIP  1 SOUTH, T&P RR CO. SY., IN THE COUNTY OF MARTIN,  STATE OF TEXAS.
	TX
	Martin
	239
	374
	3979

	ESTATE OF JAMES DAVID CAVE ET AL
	CROWNROCK, L.P.
	10/09/2008
	FEE
	T&P RR CO SVY, T-3-N, BLK 34, SEC.
07: NW/4, MARTIN COUNTY,  TEXAS
	TX
	Martin
	239
	376
	3980

	EUGENE  COLEMAN,  AS HIS SOLE AND SEPARATE  PROPERTY, AND JOINED HEREIN BY HIS WIFE BRENDA  J. COLEMAN
	PATRIOT  ROYALTY  & LAND, LLC
	09/23/2010
	FEE
	TWP 3N BLK 33 SEC 30; PART OF NW/4
	TX
	Martin
	1197
	44
	2010-00005488

	EVELYN M. BARFIELD  ELROD, DEALING  IN HER SOLE AND SEPARATE  PROPERTY
	CROWNROCK, L.P.
	01/04/2009
	FEE
	TWP 1N BLK 35 SEC 15; E/2SE/4
	TX
	Martin
	242
	33
	108

	F.A.E.E. ENTERPRISES
	S.E.S. ENERGY,  LTD
	02/21/2012
	FEE
	TWP 1N BLK 35 SEC 33; E/2 SE/4
	TX
	Martin
	333
	22
	1161

	FAEE ENTERPRISES
	PATRIOT  ROYALTY  & LAND, LLC
	12/16/2009
	FEE
	T&P RY CO SVY, T-1-N, BLK 36, SEC.
47: N/2SW/4,  MARTIN COUNTY,  TEXAS
	TX
	Martin
	263
	676
	3633

	FAEE ENTERPRISES
	CROWNROCK, LP
	01/12/2009
	FEE
	TWP 2N BLK 36 SEC 36; N/80 AC OF THE NW/4
	TX
	Martin
	242
	309
	172

	FAEE ENTERPRISES
	CROWNROCK, LP
	01/12/2009
	FEE
	TWP 1N BLK 36 SEC 19; E/100 ACRES OF THE NE/4 AND THE N/30 ACRES OF THE SE/4 AND S/130ACRES OF THE SE/4 AND W/30 ACRES OF THE NE/4
	TX
	Martin
	242
	439
	216

	FIRST FINANCIAL  TRUST & ASSET MANAGEMENT COMPANY,  N.A. SUCCESSOR TRUSTEE  FOR THE SIDNEY RANDALS  TESTAMENTARY TRUST
	STANDARD  PERMIAN,  LLC
	06/24/2011
	FEE
	TWP 1N BLK 37 SEC 37; N/2
	TX
	Martin
	310
	472
	2722

	FIRST NATIONAL  BANK & TRUST COMPANY  OF 12/1/1008  OKMULGEE, TRUSTEE  PATRICIA  BOYLE YOUNG MANAGEMENT TRUST
	CROWNROCK, LP
	12/01/2008
	FEE
	TWP 2N BLK 36 SEC 36; N/80 AC OF THE NW/4
	TX
	Martin
	240
	351
	4139

	FLORENCE  DANBY ROWE, A/K/A FLORENCE  D. ROWE
	CROWNROCK, LP
	12/20/2011
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	330
	354
	842

	FLORENCE  MARIE HALL TRUST
	CROWNROCK, L.P.
	06/01/2008
	FEE
	T&P RY CO SVY, T-2-N, BLK 37, SEC.
20: NW/4, MARTIN COUNTY,  TEXAS
	TX
	Martin
	230
	476
	2400

	FLORENCE  MARIE HALL TRUST
	CROWNROCK, L.P.
	07/21/2009
	FEE
	NE/4, S/2 NW/4 AND 20.05 ACRES IN THE SW/4 OF SECTION  17, BLOCK 35, TOWNSHIP  1 SOUTH, T&P RR CO. SY., IN THE COUNTY OF MARTIN,  STATE OF TEXAS.
	TX
	Martin
	232
	214
	2755

	FLORENCE  MARIE HALL TRUST U/A BANK OF AMERICA,  N.A., TRUSTEE
	CROWNROCK, LP
	03/01/2013
	FEE
	TWP 3N BLK 33 SEC 30; NE/4
	TX
	Martin
	1327
	767
	3056

	FOREST E. MCKNIGHT, DEALING  IN HIS SOLE AND SEPARATE  PROPERTY
	CARL T. SPEIGHT
	05/10/2010
	FEE
	TWP 1N BLK 35 SEC 23; S/2 NW/4
	TX
	Martin
	285
	725
	3790

	FORREST  E. MCKNIGHT, DEALING  IN HIS SOLE AND SEPARATE  PROPERTY
	STANDARD  PERMIAN,  LLC
	11/03/2011
	FEE
	TWP 2N BLK 37 SEC 34; SW/4
	TX
	Martin
	328
	526
	597

	FRANKLIN  STEPHENS, DEALING  IN
HIS SOLE AND SEPARATE  PROPERTY
	STANDARD  PERMIAN,  LLC
	10/01/2012
	FEE
	TWP 2N BLK 37 SEC 18; N/2 W160 N/2
	TX
	Martin
	359
	290
	4105

	FRANKLIN  STEPHENS, DEALING  IN
HIS SOLE AND SEPARATE  PROPERTY
	STANDARD  PERMIAN,  LLC
	09/10/2011
	FEE
	TWP 2N BLK 37 SEC 18; S/2 OF THE W/100 OF THE N/2
	TX
	Martin
	322
	674
	4036








Page 16 of 24







Historical Division 6
Oil and Gas Lease Schedule
	
										
	Lessor  Full  Name
	Lessee
	Lease  Date
	Lease
Type
	Lease  Legal  Description
	State
	County
	Book
	Page
	Instrument  No.

	FRED DENNIS CAVE
	CROWNROCK, L.P.
	10/09/2008
	FEE
	T&P RR CO SVY, T-3-N, BLK 34, SEC.
07: NW/4, MARTIN COUNTY,  TEXAS
	TX
	Martin
	238
	476
	3801

	FREDERICK M. GOLDING,  AKA FREDERICK GOLDING,  INDIVIDUAL AND AS TRUSTEE  OF THE ALINE EILER GOLDING  LIVING TRUST, DATED 9/29/1990
	CROWNROCK, LP
	10/03/2012
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	359
	276
	4101

	G. P. Harrell and wife, Imogene Harrell
	John Davis
	6/23/1957
	FEE
	NE/4 Section 15 Block 35 T1N
	TX
	MARTIN
	 
	 
	597

	G.P. CROSSLEY, D/B/A NATURAL  GAS SERVICES
	BILL P HARRIS
	4/1/2005
	Fee
	S/2 S/2 NW/4, N/2 N/2 SW/4, Sec 60, BLK A, Bauer & Cockrell
	TX
	Martin
	166
	426
	 

	G.P. CROSSLEY, D/B/A NATURAL  GAS SERVICES
	LEGACY RESERVES  OPERATING LP
	10/29/2013
	Fee
	S/2 S/2 NW/4, N/2 N/2 SW/4, Sec 60, BLK A, Bauer & Cockrell
	TX
	Martin
	393
	4
	 

	G.P. CROSSLEY, DBA NATURAL  GAS SERVICES
	CROWNROCK, LP
	09/09/2010
	FEE
	BAUER & COCKRELL  SURVEY BLK A SEC 60; S/120 AC OF SW/4
	TX
	Martin
	282
	695
	3369

	GARY LEE MAYFIELD,  DEALING  IN HIS SOLE AND SEPARATE  PROPERTY
	CROWNROCK, L.P.
	02/19/2009
	FEE
	T&P RR CO SVY, T-3-N, BLK 34, SEC.
18: N/2 SE/4, MARTIN COUNTY,  TEXAS
	TX
	Martin
	245
	248
	644

	GEORGE  G. VAUGHT,  JR.
	CROWNROCK, LP
	02/03/2012
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	338
	208
	1876

	GEORGE  M O'BRIEN
	LEGACY RESERVES  OPERATING LP
	11/7/2013
	Fee
	S/2 S/2 NW/4, N/2 N/2 SW/4, Sec 60, BLK A, Bauer & Cockrell
	TX
	Martin
	393
	15
	 

	GEORGE  M. O'BRIEN
	CROWNROCK, LP
	09/09/2010
	FEE
	BAUER & COCKRELL  SURVEY BLK A SEC 60; S/120 AC OF SW/4
	TX
	Martin
	282
	698
	3370

	GEORGE  M. O'BRIEN
	BILL P HARRIS
	4/1/2005
	Fee
	S/2 S/2 NW/4, N/2 N/2 SW/4, Sec 60, BLK A, Bauer & Cockrell
	TX
	Martin
	166
	424
	 

	GEORGE  M. SLAUGHTER III
	CROWNROCK, L.P.
	08/07/2008
	FEE
	T&P RR CO SVY, T-3-N, BLK 34, SEC.
07: NW/4, MARTIN COUNTY,  TEXAS
	TX
	Martin
	235
	609
	3309

	GEORGIA  GRAHAM  JONES
	CROWNROCK, LP
	09/08/2011
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	319
	477
	3731

	GINGER A. BECKSTEAD, GENERAL PARTNER  OF THE ADAMS FAMILY PARTNERSHIP
	STANDARD  PERMIAN,  LLC
	06/23/2011
	FEE
	TWP 1N BLK 37 SEC 37; N/2
	TX
	Martin
	310
	450
	2717

	GREG SADLER,  DEALING  IN HIS SOLE AND SEPARATE  PROPERTY
	CARL T. SPEIGHT
	09/21/2010
	FEE
	TWP 1N BLK 35 SEC 23; S/2 NW/4
SURFACE  TO 100' BELOW  THE MISSISSIPPIAN FORMATION; S/2 NW/4
100' BELOW  THE MISSISSIPPIAN FORMATION
	TX
	Martin
	285
	709
	3785

	GRETCHEN BERLY, SSP
	CROWNROCK, L.P.
	08/25/2009
	FEE
	T&P RR CO SVY, T-1-N, BLK 37, SEC.
34: W/2SE/4,  MARTIN COUNTY,  TEXAS
	TX
	Martin
	263
	538
	3609

	GUY C. HENSON
	CROWNQUEST OPERATING, LLC
	05/02/2008
	FEE
	T&P RR CO SVY, T-1-S, BLK 36, SEC.
35: S/2 SW/4, MARTIN COUNTY,  TEXAS
	TX
	Martin
	226
	761
	1749

	GUY C. HENSON
	CROWNQUEST OPERATING, LLC
	05/02/2008
	FEE
	T&P RR CO SVY, T-1-S, BLK 36, SEC.
35: S/2 SW/4, MARTIN COUNTY,  TEXAS
	TX
	Martin
	226
	761
	1749

	GUY MERWYN  EILAND, DEALING  IN HIS SOLE AND SEPARATE  PROPERTY
	CARL T. SPEIGHT
	08/01/2010
	FEE
	TWP 1N BLK 35 SEC 23; S/2 NW/4
SURFACE  TO 100' BELOW  THE MISSISSIPPIAN FORMATION; S/2 NW/4
100' BELOW  THE MISSISSIPPIAN FORMATION
	TX
	Martin
	285
	719
	3788

	H.S. MINERALS  AND REALTY,  LTD.
	CROWNROCK, L.P.
	09/16/2008
	FEE
	NE/4, S/2 NW/4 AND 20.05 ACRES IN THE SW/4 OF SECTION  17, BLOCK 35, TOWNSHIP  1 SOUTH, T&P RR CO. SY., IN THE COUNTY OF MARTIN,  STATE OF TEXAS.
	TX
	Martin
	237
	589
	3673

	HARRY L. GRAHAM
	CROWNROCK, LP
	09/08/2011
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	317
	767
	3525

	HELEN JOY SMITH COMPANY,  TOMMY D. SMITH AS ASSISTANT  MANAGER
	S.E.S. ENERGY,  LTD
	03/16/2012
	FEE
	TWP 1N BLK 35 SEC 33; E/2 SE/4
	TX
	Martin
	335
	410
	1513

	HILL INVESTMENTS, LTD
	CROWNROCK, L.P.
	09/30/2008
	FEE
	NE/4, S/2 NW/4 AND 20.05 ACRES IN THE SW/4 OF SECTION  17, BLOCK 35, TOWNSHIP  1 SOUTH, T&P RR CO. SY., IN THE COUNTY OF MARTIN,  STATE OF TEXAS.
	TX
	Martin
	240
	345
	4138

	HOMER E. HENSON
	CROWNQUEST OPERATING, LLC
	05/02/2008
	FEE
	T&P RR CO SVY, T-1-S, BLK 36, SEC.
35: S/2 SW/4, MARTIN COUNTY,  TEXAS
	TX
	Martin
	226
	763
	1750

	HOMER E. HENSON
	CROWNQUEST OPERATING, LLC
	05/02/2008
	FEE
	T&P RR CO SVY, T-1-S, BLK 36, SEC.
35: S/2 SW/4, MARTIN COUNTY,  TEXAS
	TX
	Martin
	226
	763
	1750

	HUGHLYN  TODD ET UX MARSHA  JEAN TODD
	CROWNQUEST OPERATING, LLC
	04/24/2008
	FEE
	T&P RY CO SVY, T-1-S, BLK 36, SEC.
17: S/2NE/4, MARTIN COUNTY,  TEXAS
	TX
	Martin
	226
	741
	1742

	HUGHLYN  TODD, POWER OF ATTORNEY  ON
BEHALF OF TIM BRISTOW,  DEALING IN HIS
SOLE AND SEPARATE  PROPERTY
	CROWNQUEST OPERATING, LLC
	04/24/2008
	FEE
	T&P RY CO SVY, T-1-S, BLK 36, SEC.
17: S/2NE/4, MARTIN COUNTY,  TEXAS
	TX
	Martin
	226
	739
	1741

	IRMA LEE MOORE
	CROWNROCK, L.P.
	07/10/2008
	FEE
	T&P RR CO SVY, T-2-N, BLK 37, SEC.
21: N/2SW/4,  MARTIN COUNTY,  TEXAS
	TX
	Martin
	232
	779
	2869

	J.B. BURNS, CLYDE BURNS & GEORGE BURNS, AS TRUSTEES  FOR MINNIE ALMA ALBERT,  A WIDOW, & LAUREL ALBERT,  A SINGLE MAN
	RAY R. BARRETT
	02/18/1958
	FEE
	TWP 3N BLK 34 SEC 17; W/2SE/4, E/2SE/4
	TX
	Martin
	29
	99
	350

	JACKPOT  ROYALTY  PARTNERSHIP
	CROWNROCK, LP
	03/01/2011
	FEE
	BAUER & COCKRELL  SURVEY BLK A SEC 60; NORTH 120 AC OF THE NW/4, LESS 40 AC, SURFACE  TO 11,000'
	TX
	Martin
	303
	10
	1530

	JAMES HOLLIS MEEK
	PATRIOT  ROYALTY  & LAND, LLC
	12/18/2009
	FEE
	T&P RY CO SVY, T-1-N, BLK 36, SEC.
47: N/2SW/4,  MARTIN COUNTY,  TEXAS
	TX
	Martin
	263
	668
	3629

	JAMES HOLLIS MEEK, DEALING  IN
HIS SOLE AND SEPARATE  PROPERTY
	CROWNROCK, LP
	11/13/2008
	FEE
	TWP 2N BLK 36 SEC 36; N/80 AC OF THE NW/4
	TX
	Martin
	240
	333
	4133

	JAMES HOLLIS MEEK, DEALING  IN HIS SOLE AND SEPARATE  PROPERTY
	CROWNROCK, LP
	01/09/2009
	FEE
	TWP 1N BLK 36 SEC 19; E/100 ACRES OF THE NE/4 AND THE N/30 ACRES OF THE SE/4 AND S/130ACRES OF THE SE/4 AND W/30 ACRES OF THE NE/4
	TX
	Martin
	242
	207
	152

	JAMES KELLY MEEK
	PATRIOT  ROYALTY  & LAND, LLC
	12/16/2009
	FEE
	T&P RY CO SVY, T-1-N, BLK 36, SEC.
47: N/2SW/4,  MARTIN COUNTY,  TEXAS
	TX
	Martin
	263
	672
	3631

	JAMES KELLY MEEK, DEALING  IN HIS SOLE AND SEPARATE  PROPERTY
	CROWNROCK, LP
	11/24/2008
	FEE
	TWP 2N BLK 36 SEC 36; N/80 AC OF THE NW/4
	TX
	Martin
	240
	325
	4129

	JAMES KELLY MEEK, DEALING  IN HIS SOLE AND SEPARATE  PROPERTY
	S.E.S. ENERGY,  LTD
	03/06/2012
	FEE
	TWP 1N BLK 35 SEC 33; E/2 SE/4
	TX
	Martin
	336
	186
	1616








Page 17 of 24







Historical Division 6
Oil and Gas Lease Schedule
	
										
	Lessor  Full  Name
	Lessee
	Lease  Date
	Lease
Type
	Lease  Legal  Description
	State
	County
	Book
	Page
	Instrument  No.

	JAMES KELLY MEEK, DEALING  IN HIS SOLE AND SEPARATE  PROPERTY
	CROWNROCK, LP
	01/05/2009
	FEE
	TWP 1N BLK 36 SEC 19; E/100 ACRES OF THE NE/4 AND THE N/30 ACRES OF THE SE/4 AND S/130ACRES OF THE SE/4 AND W/30 ACRES OF THE NE/4
	TX
	Martin
	242
	27
	105

	JAMES KENNETH  SNODGRASS
	CARL T. SPEIGHT
	05/10/2010
	FEE
	TWP 1N BLK 35 SEC 23; S/2 NW/4
	TX
	Martin
	285
	782
	3809

	JAMES LANCE HOPKINS,  AS HIS SOLE AND
SEPARATE  PROPERTY
	CROWNROCK, L.P.
	02/07/2011
	FEE
	NE/4 OF SECTION  17, BLOCK 36, T-1-S,
T&P RY. CO. SURVEY0
MARTIN COUNTY,  TX
	TX
	Martin
	298
	420
	791

	JAMES M. DAVIS, SR. AND WIFE, WANDA FAYE DAVIS
	BAYTECH  LLP
	05/15/2007
	FEE
	TWP 3N BLK 35 SEC 25; SE/4
	TX
	Martin
	209
	541
	3096

	JAMES MCKNIGHT, DEALING  IN HIS SOLE AND SEPARATE  PROPERTY
	CARL T. SPEIGHT
	05/10/2010
	FEE
	TWP 1N BLK 35 SEC 23; S/2 NW/4
	TX
	Martin
	285
	728
	3791

	JAMES MCKNIGHT, DEALING  IN HIS SOLE AND
SEPARATE  PROPERTY
	STANDARD  PERMIAN,  LLC
	11/03/2011
	FEE
	TWP 2N BLK 37 SEC 34; SW/4
	TX
	Martin
	328
	519
	596

	JAMES P. EDWARDS,  AS AGENT AND ATTORNEY-IN-FACT FOR RUTH S. EDWARDS
	BRECK OPERATING CORP.
	07/03/2008
	FEE
	TWP 1N BLK 36 SEC 10; SE/4
	TX
	Martin
	221
	634
	852

	JAMES PAUL MCHARGUE AS
TRUSTEE  OF THE MCHARGUE FAMILY TRUST
	S.E.S. ENERGY,  LTD
	04/12/2012
	FEE
	TWP 1N BLK 35 SEC 33; E/2 SE/4
	TX
	Martin
	335
	429
	1517

	JAMES R. DILLON, DEALING  IN HIS SOLE AND SEPARATE  PROPERTY
	CROWNROCK, LP
	03/19/2012
	FEE
	TWP 2N BLK 35 SEC 27; S/2 SW/4
	TX
	Martin
	344
	395
	2470

	JAMES R. SMALL
	CROWNROCK, LP
	05/01/2011
	FEE
	W/2 SEC 60, ABS 336, BLK A, B&C SURVEY,  MARTIN CO, TX, S&E 80 AC UNIT CAVE #1060 IN S/2 S/2 NW/4 & N/2 N/2 SW/4
	TX
	Martin
	308
	367
	2361

	JAMES R. SMALL
	LEGACY RESERVES  OPERATING LP
	11/14/2013
	Fee
	S/2 S/2 NW/4, N/2 N/2 SW/4, Sec 60, BLK A, Bauer & Cockrell
	TX
	Martin
	394
	100
	 

	JAMES S. PATTERSON
	CROWNROCK, L.P.
	11/19/2008
	FEE
	NE/4, S/2 NW/4 AND 20.05 ACRES IN THE SW/4 OF SECTION  17, BLOCK 35, TOWNSHIP  1 SOUTH, T&P RR CO. SY., IN THE COUNTY OF MARTIN,  STATE OF TEXAS.
	TX
	Martin
	240
	321
	4127

	JAMES W. LANE
	CROWNROCK, L.P.
	12/22/2008
	FEE
	NE/4, S/2 NW/4 AND 20.05 ACRES IN THE SW/4 OF SECTION  17, BLOCK 35, TOWNSHIP  1 SOUTH, T&P RR CO. SY., IN THE COUNTY OF MARTIN,  STATE OF TEXAS.
	TX
	Martin
	245
	252
	646

	Jane C. Dillon
	Pioneer Natural Resources  USA Inc.
	2/1/2008
	Fee
	S/2, Sec 10, BLK 35, T1N, T&P RR Co
Survey
	TX
	Martin
	219
	657
	534

	JANE R. LANCASTER, C/O JOHN L. LANCASTER, III
	BRECK OPERATING CORP.
	08/17/2007
	FEE
	TWP 1N BLK 36 SEC 10; SE/4
	TX
	Martin
	221
	632
	851

	JANET R. WOOLBERT, DEALING  IN HER SOLE AND SEPARATE PROPERTY
	STANDARD  PERMIAN,  LLC
	03/19/2012
	FEE
	TWP 2N BLK 35 SEC 27; S/2 SW/4
	TX
	Martin
	344
	387
	2468

	JANICE ELROD GAITHER,  DEALING  IN HER SOLE AND SEPARATE PROPERTY
	CROWNROCK, L.P.
	12/10/2008
	FEE
	TWP 1N BLK 35 SEC 15; E/2SE/4
	TX
	Martin
	242
	29
	106

	JANICE LLOYD, A WIDOW
	CARL T. SPEIGHT
	05/10/2010
	FEE
	TWP 1N BLK 35 SEC 23; S/2 NW/4
	TX
	Martin
	285
	776
	3807

	JANIE N MALLOY,  SSP
	PATRIOT  ROYALTY  & LAND, LLC
	04/13/2010
	FEE
	T1N, BLK 380
SEC 1: E/2 SE/40
T&P RY CO SURVEY,  0
MARTIN COUNTY,  TEXAS, CONT 80
ACS M/L
	TX
	Martin
	271
	374
	1516

	JANUARY  HARRELL  FINLEY AKA JANUARY  H. FINLEY
	CROWNROCK, LP
	04/11/2012
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	338
	211
	1877

	JEAN A. WILSON,  A/K/A JEAN LOGGIE WILSON
	CROWNROCK, LP
	08/03/2011
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	319
	480
	3732

	JEAN EDNA HUNT TRUST, MARSHA HACHTEL,  AS TRUSTEE
	S.E.S. ENERGY,  LTD
	03/16/2012
	FEE
	TWP 1N BLK 35 SEC 33; E/2 SE/4
	TX
	Martin
	339
	453
	1951

	JERRY WAYNE CAVE
	CROWNROCK, L.P.
	10/09/2008
	FEE
	T&P RR CO SVY, T-3-N, BLK 34, SEC.
07: NW/4, MARTIN COUNTY,  TEXAS
	TX
	Martin
	238
	466
	3799

	JESSE EDWARD  HENSON
	CROWNROCK, L.P.
	02/07/2011
	FEE
	NE/4 OF SECTION  17, BLOCK 36, T-1-S,
T&P RY. CO. SURVEY0
MARTIN COUNTY,  TX
	TX
	Martin
	298
	149
	741

	JIM BAILEY
	CROWNROCK, LP
	09/07/2011
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	325
	124
	105

	JIRI KLUBAL
	CROWNROCK, LP
	05/01/2011
	FEE
	BAUER & COCKRELL  SURVEY BLK A SEC 60; NORTH 120 AC OF THE NW/4, LESS 40 AC, SURFACE  TO 11,000'
	TX
	Martin
	308
	365
	2360

	JIRI KLUBAL
	LEGACY RESERVES  OPERATING LP
	11/14/2013
	Fee
	S/2 S/2 NW/4, N/2 N/2 SW/4, Sec 60, BLK A, Bauer & Cockrell
	TX
	Martin
	394
	97
	 

	JOE MARK LOGGIE
	CROWNROCK, LP
	06/02/2011
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	330
	357
	843

	JOHN CURRIE,  INDEPENDENT EXECUTOR  OF THE ESTATE OF RUTH GRANTHAM, DECEASED  AND DIXIE SUE DAVES-GLEAVE WHO IS TH ESAME PERSON AS DIXIE GLEAUS  IN THE WILL OF RUTH GRANTHAM AS A BENEFICIARY, BY AND THROUGH  HER ATTORNEY-IN-FACT, DELLA MARIE AIKMAN (N/K/A DELL
	STANDARD  PERMIAN,  LLC
	06/23/2011
	FEE
	TWP 1N BLK 37 SEC 37; N/2
	TX
	Martin
	310
	441
	2716

	JOHN DAVID POE, DEALING  IN HIS SOLE AND SEPARATE  PROPERTY
	CARL T. SPEIGHT
	05/10/2010
	FEE
	TWP 1N BLK 35 SEC 23; S/2 NW/4
	TX
	Martin
	285
	761
	3802

	JOHN F. CRAM
	CROWNROCK, LP
	10/14/2011
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	325
	138
	110

	JOHN GRAMMER
	S.E.S. ENERGY,  LTD
	05/25/2012
	FEE
	TWP 1N BLK 35 SEC 33; E/2 SE/4
	TX
	Martin
	340
	324
	2042

	JOHN SALEH, DEALING  IN HIS SOLE AND SEPARATE  PROPERTY
	CROWNROCK, LP
	07/12/2012
	FEE
	TWP 1N BLK 37 SEC 37; N/2
	TX
	Martin
	345
	532
	2627

	JOHN SALEH, DEALING  IN HIS SOLE AND SEPARATE  PROPERTY
	CROWNROCK, LP
	08/19/2008
	FEE
	BAUER & COCKRELL  SURVEY BLK A SEC 46; E/220 AC
	TX
	Martin
	235
	578
	3299

	JOLENE MEEK STARRACK  FORMERLY KNOW AS JOLENE TROLINDER, DEALING  IN HER SOLE AND SEPARATE PROPERTY
	S.E.S. ENERGY,  LTD
	02/17/2012
	FEE
	TWP 1N BLK 35 SEC 33; E/2 SE/4
	TX
	Martin
	330
	796
	917

	JOLENE TROLINDER
	PATRIOT  ROYALTY  & LAND, LLC
	12/18/2009
	FEE
	T&P RY CO SVY, T-1-N, BLK 36, SEC.
47: N/2SW/4,  MARTIN COUNTY,  TEXAS
	TX
	Martin
	263
	670
	3630

	JOLENE TROLINDER STARRAK, DEALING  IN HER SOLE AND SEPARATE  PROPERTY
	CROWNROCK, LP
	11/14/2008
	FEE
	TWP 2N BLK 36 SEC 36; N/80 AC OF THE NW/4
	TX
	Martin
	240
	327
	4130

	JOLENE TROLINDER STARRAK, DEALING  IN HER SOLE AND SEPARATE  PROPERTY
	CROWNROCK, LP
	01/07/2009
	FEE
	TWP 1N BLK 36 SEC 19; E/100 ACRES OF THE NE/4 AND THE N/30 ACRES OF THE SE/4 AND S/130ACRES OF THE SE/4 AND W/30 ACRES OF THE NE/4
	TX
	Martin
	242
	205
	151

	JOSEPH ELROD, DEALING  IN HIS SOLE AND SEPARATE  PROPERTY
	STANDARD  PERMIAN,  LLC
	01/02/2009
	FEE
	TWP 1N BLK 35 SEC 15; E/2SE/4
	TX
	Martin
	242
	36
	109

	JOSHUA  WILLIAMS  SHAW
	CROWNROCK, L.P.
	7/26/2013
	FEE
	SE/4, Sec 9, BLK 35, T2N, T&P RR Co. Survey
	TX
	Martin
	398
	148
	140151








Page 18 of 24







Historical Division 6
Oil and Gas Lease Schedule
	
										
	Lessor  Full  Name
	Lessee
	Lease  Date
	Lease
Type
	Lease  Legal  Description
	State
	County
	Book
	Page
	Instrument  No.

	JOYCE CAUGHRON, DEALING  IN HER SOLE AND SEPARATE  PROPERTY
	CARL T. SPEIGHT
	09/21/2010
	FEE
	TWP 1N BLK 35 SEC 23; S/2 NW/4
SURFACE  TO 100' BELOW  THE MISSISSIPPIAN FORMATION; S/2 NW/4
100' BELOW  THE MISSISSIPPIAN FORMATION
	TX
	Martin
	285
	785
	3810

	JOYCE LYNN CARTER,  DEALING  IN HER SOLE AND SEPARATE PROPERTY
	CROWNROCK, L.P.
	02/25/2009
	FEE
	T&P RR CO SVY, T-3-N, BLK 34, SEC.
18: N/2 SE/4, MARTIN COUNTY,  TEXAS
	TX
	Martin
	245
	246
	643

	JUDITH GAIL ROWE CROWLEY
	CROWNROCK, LP
	08/29/2011
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	379
	474
	3730

	KATHLEEN  A. YOUNG, DEALING  IN HER SOLE AND SEPARATE PROPERTY
	STANDARD  PERMIAN,  LLC
	10/01/2012
	FEE
	TWP 2N BLK 37 SEC 18; N/2 W160 N/2
	TX
	Martin
	359
	298
	4107

	KATHLEEN  A. YOUNG, DEALING  IN HER SOLE AND SEPARATE PROPERTY
	STANDARD  PERMIAN,  LLC
	09/10/2011
	FEE
	TWP 2N BLK 37 SEC 18; S/2 OF THE W/100 OF THE N/2
	TX
	Martin
	322
	677
	4037

	KATHY MASE, INDIVIDUALLY AND AS INDEPENDENT EXECUTRIX OF THE ESTATE OF DELMA WONDA GRAHAM, DECEASED
	PATRIOT  ROYALTY  & LAND, LLC
	09/23/2010
	FEE
	TWP 3N BLK 33 SEC 30; PART OF NW/4
	TX
	Martin
	1197
	31
	2010-00005484

	Keith Nootbaar
	Pioneer Natural Resources  USA Inc.
	2/1/2008
	Fee
	S/2, Sec 10, BLK 35, T1N, T&P RR Co
Survey
	TX
	Martin
	219
	661
	536

	KEITH PETTY, RECEIVER FOR DEBORAH  E ROSIN; STEPHEN WOODS;  SERENA WOODS;0
AND TERRY WOODS;  AND THEIR HEIRS, KNOWN OR UNKNOWN,  IF ANY OF SAID PERSONS  ARE DECEASED, CAUSE NO. 6298 IN THE 118TH DISTRICT  COURT OF MARTIN
COUNTY,  TEXAS
	CROWNQUEST OPERATING, LLC
	03/01/2010
	FEE
	T1S, BLK 370
SEC 1: NE/40
T&P RR CO SVY, 0
MARTIN COUNTY,  TEXAS, CONT 160
ACS M/L
	TX
	Martin
	267
	510
	709

	KELSAY R. MEEK
	PATRIOT  ROYALTY  & LAND, LLC
	12/12/2009
	FEE
	T&P RY CO SVY, T-1-N, BLK 36, SEC.
47: N/2SW/4,  MARTIN COUNTY,  TEXAS
	TX
	Martin
	263
	674
	3632

	KELSAY R. MEEK, DEALING  IN HIS SOLE AND SEPARATE  PROPERTY
	K. BRYAN REEVES
	06/17/2007
	FEE
	TWP 1N BLK 35 SEC 33; E/2 SE/4
	TX
	Martin
	343
	349
	656

	KELSAY RAY MEEK, DEALING  IN HIS SOLE AND SEPARATE  PROPERTY
	CROWNROCK, LP
	11/25/2008
	FEE
	TWP 2N BLK 36 SEC 36; N/80 AC OF THE NW/4
	TX
	Martin
	241
	158
	4269

	KELSAY RAY MEEK, DEALING  IN HIS SOLE AND SEPARATE  PROPERTY
	CROWNROCK, LP
	01/13/2009
	FEE
	TWP 1N BLK 36 SEC 19; E/100 ACRES OF THE NE/4 AND THE N/30 ACRES OF THE SE/4 AND S/130ACRES OF THE SE/4 AND W/30 ACRES OF THE NE/4
	TX
	Martin
	242
	667
	265

	KENNETH  HOUSTON,  DEALING  IN HIS SOLE AND SEPARATE  PROPERTY
	CARL T. SPEIGHT
	05/10/2010
	FEE
	TWP 1N BLK 35 SEC 23; S/2 NW/4
	TX
	Martin
	285
	764
	3803

	KENNETH  L. HENSON
	CROWNQUEST OPERATING, LLC
	07/09/2008
	FEE
	T&P RY CO SVY, T-1-S, BLK 36, SEC.
17: NE/4 NE/4, S/2 NE/4 MARTIN COUNTY,  TEXAS
	TX
	Martin
	235
	238
	3233

	KENNETH  W. WILLIAMS,  DEALING  IN HIS SOLE AND SEPARATE  PROPERTY
	CROWNROCK, LP
	11/10/2008
	FEE
	TWP 2N BLK 36 SEC 36; NW/4 S&E N/80 AC
	TX
	Martin
	240
	329
	4131

	KRISTIE KASPAR
	CROWNROCK, LP
	09/23/2011
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	325
	130
	107

	Kyle S. McMorries  and wife Misty M. McMorries,  Neil McMorries  and wife Connie McMorries,  individually  and as partners of the McMorries  Family Partnership
	Pioneer Natural Resources  USA Inc.
	4/27/2005
	Fee
	NW/4, Sec 15, and the West 78.57 acres of the S/2, Sec 10, BLK 35, T1N, T&P RR Co Survey
	TX
	Martin
	168
	343
	1462

	LAMESA  NATIONAL  BANK, TRUSTEE OF THE GLENDA  WOODWARD TRUST
#59
	STANDARD  PERMIAN,  LLC
	02/10/2010
	FEE
	TWP 2N BLK 36 SEC 6; E/120 ACRES OF THE SF2
	TX
	Martin
	267
	702
	765

	LARRY RAY KARGL
	CROWNROCK, L.P.
	12/15/2010
	FEE
	T&P RY CO SVY, T-1-5, BLK 35, SEC.
17: 3.3 ACRES OUT OF THE N/2NW/4, MARTIN COUNTY,  TEXAS
	TX
	Martin
	293
	759
	140

	LARRY RAY KARGL, AS HIS SOLE AND SEPARATE  PROPERTY
	CROWNROCK, L.P.
	12/15/2010
	FEE
	T&P RY CO SVY, T1S, BLK 35, SEC 17:
4.72 ACS OUT OF THE N/2 NE/4, 3.3
ACRES OUT OF THE N/2 NW/4, MARTIN COUNTY,  TEXAS.
	TX
	Martin
	293
	759
	140

	LARY D. MAYFIELD,  DEALING  IN HIS SOLE AND SEPARATE  PROPERTY
	CROWNROCK, L.P.
	02/19/2009
	FEE
	T&P RR CO SVY, T-3-N, BLK 34, SEC.
18: N/2 SE/4, MARTIN COUNTY,  TEXAS
	TX
	Martin
	246
	542
	945

	LAURA M. ROCCHIO
	CROWNROCK, LP
	05/18/2012
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	350
	78
	3084

	LENSEY H. RANDALS,  AS HER SOLE AND SEPARATE  PROPERTY
	STANDARD  PERMIAN,  LLC
	06/17/2011
	FEE
	TWP 1N BLK 37 SEC 37; N/2
	TX
	Martin
	310
	469
	2721

	LESLIE DIANE PERKINS,  TRUSTEE  OF THE LESLIE DIANE PERKINS  TRUST
	CROWNROCK, LP
	01/22/2009
	FEE
	TWP 2N BLK 36 SEC 20; NE/4
	TX
	Martin
	242
	791
	292

	LESLIE FAY GRANTHAM, DEALING  IN HER SOLE AND SEPARATE PROPERTY
	CROWNROCK, LP
	07/12/2012
	FEE
	TWP 1N BLK 37 SEC 37; N/2
	TX
	Martin
	345
	518
	2623

	LESLIE FAY GRANTHAM, DEALING  IN HER SOLE AND SEPARATE PROPERTY
	CROWNROCK, LP
	10/09/2008
	FEE
	BAUER & COCKRELL  SURVEY BLK A SEC 46; E/220 AC
	TX
	Martin
	237
	618
	3680

	LILLIAN DEAKINS  CLARKE,  A/K/A LILLIAN D. CLARKE
	CROWNROCK, LP
	06/22/2011
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	316
	630
	3396

	LISA M. MOZLEY,  INDIVIDUALLY AND AS EXECUTRIX OF THE EST. OF PAULINE  R. CROMMETT, AKA PAULINE  RATHKE  CROMMETT, DECEASED
	CROWNROCK, LP
	10/12/2012
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	367
	453
	700

	LISA MAYES, AS HER SOLE AND SEPARATE  PROPERTY
	CROWNROCK, LP
	06/17/2011
	FEE
	TWP 1N BLK 37 SEC 37; N/2
	TX
	Martin
	310
	481
	2723

	LOUISE SCHWENNESEN A/K/A MARY LOUISE SCHWENNESEN, TRUSTEE OF THE MARY LOUISE SCHWENNESEN TRUST
	BRECK OPERATING CORP.
	10/01/2007
	FEE
	TWP 1N BLK 36 SEC 10; SE/4
	TX
	Martin
	221
	629
	850

	LUBBOCK  CHRISTIAN  UNIVERSITY
	PATRIOT  ROYALTY  & LAND, LLC
	02/05/2010
	FEE
	T&P RY CO SVY, T-3-N, BLK 34, SEC.
29: S/2 SE/4, MARTIN COUNTY,  TEXAS
	TX
	Martin
	269
	84
	1052

	LUKE AARON SHAW
	CROWNROCK, LP
	02/21/2013
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	370
	685
	1171

	LYNNE W. TALBOT
	CROWNROCK, LP
	09/08/2011
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	319
	495
	3737

	M.D. ABEL COMPANY
	CROWNROCK, L.P.
	09/15/2008
	FEE
	NE/4, S/2 NW/4 AND 20.05 ACRES IN THE SW/4 OF SECTION  17, BLOCK 35, TOWNSHIP  1 SOUTH, T&P RR CO. SY., IN THE COUNTY OF MARTIN,  STATE OF TEXAS.
	TX
	Martin
	235
	605
	3307

	MALLARD  ROYALTY  PARTNERS
	CROWNROCK, LP
	04/13/2010
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	271
	1
	1400

	MARCY BROWN JACKSON,  DEALING IN HER SOLE AND SEPARATE PROPERTY
	PATRIOT  ROYALTY  & LAND, LLC
	04/24/2010
	FEE
	TWP 2N BLK 36 SEC 21; NE/4
	TX
	Martin
	272
	65
	1648

	MARGARET E. PAYTON
	CROWNROCK, LP
	06/22/2011
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	309
	306
	2527

	MARTHA  DAY JOHNSON  LOW, DEALING  IN HER SOLE AND SEPARATE  PROPERTY
	PATRIOT  ROYALTY  & LAND, LLC
	11/18/2008
	FEE
	TWP 2N BLK 36 SEC 36; N/80 AC OF THE NW/4
	TX
	Martin
	240
	733
	4226








Page 19 of 24







Historical Division 6
Oil and Gas Lease Schedule
	
										
	Lessor  Full  Name
	Lessee
	Lease  Date
	Lease
Type
	Lease  Legal  Description
	State
	County
	Book
	Page
	Instrument  No.

	MARTHA  DAY JOHNSON  LOW, DEALING  IN HER SOLE,AND SEPARATE  PROPERTY
	PATRIOT  RESOURCES PARTNERS LLC
	01/01/2009
	FEE
	TWP 1N BLK 36 SEC 19; S/130 ACRES OF THE SE/4 & W/30 ACRES OF THE NE/4
	TX
	Martin
	243
	745
	 

	MARTY WAYNE GRAHAM  AND STEPHEN  MICHAEL  GRAHAM
	CJM RESOURCES, LP
	6/15/2016
	Fee
	SW/4, Sec 15, BLK 35, T1N, T&P RR CO Survey
	TX
	Martin
	508
	163
	 

	MARY CAROLYN  ROWE BRUMBELOW
	CROWNROCK, LP
	08/29/2011
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	319
	483
	3733

	MARY H. ALLEVA
	CROWNROCK, LP
	09/07/2011
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	317
	764
	3524

	MARY JANE POWELL LOVELL
	CROWNROCK, LP
	02/21/2013
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	375
	468
	1702

	MARY LITTLETON
	CROWNROCK, LP
	05/11/2012
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	350
	87
	3087

	MARY LOUISE SHAW PITTMAN, ACTING BY AND THROUGH  HER AGENT AND ATTORNEY-IN-FACT, NANCY L. YOUNG
	CROWNROCK, LP
	03/27/2013
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	375
	465
	1701

	MARY M. ELLIS
	PATRIOT  ROYALTY  & LAND, LLC
	03/31/2010
	FEE
	TWP 1N BLK 35 SEC 25; S/2 NW/4
	TX
	Martin
	270
	411
	1307

	MARY MOONYEEN REYNOLDS
	CROWNROCK, LP
	04/11/2012
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	338
	214
	1878

	MARY RENFRO
	CROWNROCK, LP
	08/03/2011
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	317
	770
	3526

	MARYLEE  ROSE MCKNIGHT, DEALING IN HER SOLE AND SEPARATE PROPERTY
	CARL T. SPEIGHT
	05/10/2010
	FEE
	TWP 1N BLK 35 SEC 23; S/2 NW/4
	TX
	Martin
	285
	734
	3793

	McMorries  Family Partnership
	Pioneer Natural Resources  USA Inc.
	11/1/2010
	Fee
	

INSOFAR  & ONLY INSOFAR  as the lease covers the West 78.56 acres of the South Half (S/2) of Section 10 & the Northwest  Quarter (NW/4) of Section 15, Block 35, Township-1-North, T&P RR Co Survey, Martin County, Texas, containing
238.56 acres more or less, from a depth of 9,303 feet and below as it pertains to the McMorries  "10" #1 Well, TRRC API
#317-35013, located in the North Half of the Northeast  (N/2NE/4)  of Section 4, as amended
	TX
	Martin
	297
	257
	589

	MDJ MINERALS,  LLP
	CROWNROCK, L.P.
	09/01/2009
	FEE
	T&P RR CO SVY, T-1-N, BLK 37, SEC.
34: W/2SE/4,  MARTIN COUNTY,  TEXAS
	TX
	Martin
	257
	720
	2708

	MEDIA CUNNINGHAM
	PATRIOT  ROYALTY  & LAND, LLC
	12/17/2009
	FEE
	T&P RY CO SVY, T-1-N, BLK 36, SEC.
47: N/2SW/4,  MARTIN COUNTY,  TEXAS
	TX
	Martin
	263
	664
	3627

	MEDIA CUNNINGHAM, DEALING  IN HER SOLE AND SEPARATE PROPERTY
	CROWNROCK, LP
	11/06/2008
	FEE
	TWP 2N BLK 36 SEC 36; N/80 AC OF THE NW/4
	TX
	Martin
	240
	335
	4134

	MEDIA CUNNINGHAM, DEALING  IN HER SOLE AND SEPARATE PROPERTY
	CROWNROCK, LP
	01/05/2009
	FEE
	TWP 1N BLK 36 SEC 19; E/100 ACRES OF THE NE/4 AND THE N/30 ACRES OF THE SE/4 AND S/130ACRES OF THE SE/4 AND W/30 ACRES OF THE NE/4
	TX
	Martin
	242
	23
	103

	MEDIA MEEK CUNNINGHAM, DEALING IN HER SOLE AND SEPARATE PROPERTY
	S.E.S. ENERGY,  LTD
	02/17/2012
	FEE
	TWP 1N BLK 35 SEC 33; E/2 SE/4
	TX
	Martin
	330
	792
	916

	MELISSA  R. STRINGER
	CROWNROCK, LP
	08/15/2012
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	359
	279
	4102

	MICHAEL  ALLEN, DEALING  IN HIS SOLE AND SEPARATE  PROPERTY
	CROWNROCK, LP
	06/12/2012
	FEE
	TWP 1N BLK 37 SEC 37; N/2
	TX
	Martin
	345
	522
	2624

	MICHAEL  DOUGHERTY
	CROWNROCK, LP
	02/07/2013
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	369
	301
	940

	MICHAEL  KEVIN KEISLING,  TRUSTEE OF THE MICHAEL  KEVIN KEISLING TRUST
	CROWNROCK, LP
	01/22/2009
	FEE
	TWP 2N BLK 36 SEC 20; NE/4
	TX
	Martin
	242
	789
	291

	MICHAEL  LEWIS PARHAM,  SR., PERSONAL  REPRESENTATIVE AND INDEPENDENT EXECUTOR  OF THE EST. OF MARGARET LOGGIE PARHAM,  DECEASED
	CROWNROCK, LP
	06/22/2011
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	316
	633
	3397

	MICHAEL  S. ELLIS, DEALING  IN HIS SOLE AND SEPARATE  PROPERTY
	CARL T. SPEIGHT
	10/10/2010
	FEE
	TWP 1N BLK 35 SEC 23; S/2 NW/4
SURFACE  TO 100' BELOW  THE MISSISSIPPIAN FORMATION; S/2 NW/4
100' BELOW  THE MISSISSIPPIAN FORMATION
	TX
	Martin
	285
	712
	3786

	MIKE KEISLING,  DEALING  IN HIS SOLE AND SEPARATE  PROPERTY
	CARL T. SPEIGHT
	05/10/2010
	FEE
	TWP 1N BLK 35 SEC 23; S/2 NW/4
	TX
	Martin
	285
	752
	3799

	MIKEL. VARNADORE
	CROWNROCK, LP
	09/01/2011
	FEE
	TWP 1N BLK 36 SEC 19; E/100 ACRES OF THE NE/4
	TX
	Martin
	314
	131
	3141

	MRS. ROBERT DIXIE KILGORE  AKA ROBBIE LOUISE KILGORE  DEALING  IN HER SOLE &
SEPARATE  PROPERTY
	PIONEER  NATURAL  RESOURCES USA, INC.
	02/15/2007
	FEE
	TWP 3N BLK 35 SEC 25; SE/4
	TX
	Martin
	264
	188
	 

	MYRTLE  BELLE STEWART  ESTATE
	CROWNQUEST OPERATING, LLC
	04/02/2008
	FEE
	T1S, BLK 370
SEC 1: NE/40
T&P RR CO SVY, 0
MARTIN COUNTY,  TEXAS, CONT 160
ACS M/L
	TX
	Martin
	226
	758
	1748

	NANCY L. MAHAN
	CROWNQUEST OPERATING, LLC
	07/30/2008
	FEE
	T&P RR CO SVY, T-1-S, BLK 35, SEC.
19: S/2SW/4,  MARTIN COUNTY,  TEXAS
	TX
	Martin
	235
	236
	3232

	NATIONAL  ROYALTY  COMPANY,  LTD., A TEXAS  LIMITED PARTNERSHIP
	STANDARD  PERMIAN,  LLC
	11/03/2011
	FEE
	TWP 2N BLK 37 SEC 34; SW/4
	TX
	Martin
	328
	548
	600

	NELDA FAE HAZLEWOOD, A WIDOW
	STANDARD  PERMIAN,  LLC
	07/12/2012
	FEE
	TWP 1N BLK 36 SEC 19; N/2NW/4
	TX
	Martin
	348
	634
	2943

	NINA MAHAN
	CROWNROCK, L.P.
	10/16/2008
	FEE
	NE/4, S/2 NW/4 AND 20.05 ACRES IN THE SW/4 OF SECTION  17, BLOCK 35, TOWNSHIP  1 SOUTH, T&P RR CO. SY., IN THE COUNTY OF MARTIN,  STATE OF TEXAS.
	TX
	Martin
	238
	481
	3802

	O.K. "BOB" ROBINSON
	CROWNROCK, L.P.
	09/26/2008
	FEE
	NE/4, S/2 NW/4 AND 20.05 ACRES IN THE SW/4 OF SECTION  17, BLOCK 35, TOWNSHIP  1 SOUTH, T&P RR CO. SY., IN THE COUNTY OF MARTIN,  STATE OF TEXAS.
	TX
	Martin
	237
	637
	3689

	OTTO G. PITZ
	CROWNROCK, LP
	06/22/2011
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	309
	312
	2530

	PAMELA  J. BURKE , TRUSTEE  OF THE P.I.P. 1990 TRUST; .J .I., JR. 1990
TRUST: W.W.I. 1990 TRUST
	CROWNQUEST OPERATING, LLC
	05/02/2008
	FEE
	T&P RY CO SVY, T-1-S, BLK 36, SEC.
17: NE/4, MARTIN COUNTY,  TEXAS
	TX
	Martin
	226
	744
	1743

	PATRICIA  C. SCHNEIDER FAMILY LIMITED
PARTNERSHIP
	CROWNROCK, L.P.
	10/09/2008
	FEE
	NE/4, S/2 NW/4 AND 20.05 ACRES IN THE SW/4 OF SECTION  17, BLOCK 35, TOWNSHIP  1 SOUTH, T&P RR CO. SY., IN THE COUNTY OF MARTIN,  STATE OF TEXAS.
	TX
	Martin
	237
	643
	3691

	PATRICIA  STAPP PEDERSON, AKA PATRICIA  S. PEDERSON
	CROWNROCK, LP
	10/06/2011
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	319
	489
	3735

	PATRICK  K. DILLON, DEALING  IN HIS SOLE AND SEPARATE  PROPERTY
	CROWNROCK, LP
	03/19/2012
	FEE
	TWP 2N BLK 35 SEC 27; S/2 SW/4
	TX
	Martin
	344
	391
	2469

	PATRICK  LYNN ARMSTRONG
	PATRIOT  ROYALTY  & LAND, LLC
	09/23/2010
	FEE
	TWP 3N BLK 33 SEC 30; PART OF NW/4
	TX
	Martin
	1197
	34
	2010-00005485








Page 20 of 24







Historical Division 6
Oil and Gas Lease Schedule
	
										
	Lessor  Full  Name
	Lessee
	Lease  Date
	Lease
Type
	Lease  Legal  Description
	State
	County
	Book
	Page
	Instrument  No.

	PATSY POLLOCK  CASEY, DEALING  IN HER SOLE AND SEPARATE PROPERTY
	CROWNROCK, LP
	01/06/2009
	FEE
	TWP 1N BLK 36 SEC 19; E/100 ACRES OF THE NE/4
	TX
	Martin
	242
	31
	107

	PAUL C BUNDY INTERESTS, LLC, AS LESSOR,  WHOSE ADDRESS  IS C/O CLARK G. THOMPSON JR, MANAGER
	BREITBURN OPERATING, LP
	07/30/2014
	FEE
	NW/4 NW/4 OF SEC 36, BLK 36, T2N, T&P RR CO SURVEY,  A-757, MARTIN COUNTY,  TEXAS
	TX
	Martin
	422
	11
	2894

	PAUL C. BUNDY INTEREST,  LLC
	CROWNROCK, LP
	12/15/2008
	FEE
	TWP 2N BLK 36 SEC 36; N/80 AC OF THE NW/4
	TX
	Martin
	242
	662
	264

	PAUL L. MCCULLISS
	CROWNROCK, LP
	01/15/2013
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	369
	298
	939

	PAULA GRACE SMITH A/K/A PAULA GRACE KRETSCHMER SMITH
	BRECK OPERATING CORP.
	07/24/2007
	FEE
	TWP 1N BLK 36 SEC 10; SE/4
	TX
	Martin
	221
	636
	853

	PHILIP L. BRYANT AKA PHILIP LEE BRYANT,  ET UX JAMIE B. BRYANT
	K. BRYAN REEVES
	05/09/2007
	FEE
	TWP 1N BLK 35 SEC 33; E/2 SE/4
	TX
	Martin
	200
	565
	1713

	RALPH W. WILLIAMS,  DEALING  IN HIS SOLE AND SEPARATE  PROPERTY
	CROWNROCK, LP
	11/05/2008
	FEE
	TWP 2N BLK 36 SEC 36; NW/4 S&E N/80 AC
	TX
	Martin
	240
	323
	4128

	RBP LAND COMPANY  TRUST
	LEGACY RESERVES  OPERATING LP
	11/6/2013
	Fee
	S/2 S/2 NW/4, N/2 N/2 SW/4, Sec 60, BLK A, Bauer & Cockrell
	TX
	Martin
	393
	1
	 

	RICHARD  B. AHLVIN AND SUE S. AHLVIN, HUSBAND  AND WIFE
	CROWNROCK, LP
	10/06/2011
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	319
	486
	3734

	RICHARD  D. JONES, JR. DEALING  IN HIS SOLE AND SEPARATE  PROPERTY
	CROWNROCK, LP
	11/12/2008
	FEE
	TWP 2N BLK 36 SEC 36; N/80 AC OF THE NW/4
	TX
	Martin
	242
	675
	269

	RICHARD  E. LEE
	CROWNROCK, LP
	06/22/2011
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	309
	316
	2532

	RITA JEAN ARMSTRONG
	PATRIOT  ROYALTY  & LAND, LLC
	09/23/2010
	FEE
	TWP 3N BLK 33 SEC 30; PART OF NW/4
	TX
	Martin
	1197
	37
	2010-00005486

	RITA PAT HARRELL,  INDIVIDUALLY AND AS TRUSTEE  OF THE WILLIAM E. HARRELL  TRUST; AND AS INDEPENDENT EXECUTRIX OF THE ESTATES  OF WILLIAM E. HARRELL AND LARUE C. HARRELL
	CROWNROCK, L.P.
	01/20/2009
	FEE
	T&P RR CO SVY, T-1-N, BLK 37, SEC.
34: W/2SE/4,  MARTIN COUNTY,  TEXAS
	TX
	Martin
	242
	673
	268

	ROBERT B. PORTER,  JR. AS TRUSTEE OF THE RBP LAND COMPANY  TRUST
	CROWNROCK, LP
	05/01/2011
	FEE
	W/2 SEC 60, ABS 336, BLK A, B&C
SURVEY,  MARTIN CO, TX,o
S&E 80 AC UNIT CAVE #1060 IN S/2 S/2
NW/4 & N/2 N/2 SW/4
	TX
	Martin
	304
	345
	1721

	ROBERT C. THOMAS,  TRUSTEE
	CROWNROCK, LP
	09/01/2010
	FEE
	BAUER & COCKRELL  SURVEY BLK A SEC 60; NORTH 120 AC OF THE NW/4, LESS 40 AC, SURFACE  TO 11,000'
	TX
	Martin
	286
	576
	3926

	ROBERT E. LEE
	CROWNROCK, LP
	06/22/2011
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	309
	308
	2528

	ROBERT F. BROWN,  DEALING  IN HIS SOLE AND SEPARATE  PROPERTY
	PATRIOT  ROYALTY  & LAND, LLC
	04/24/2010
	FEE
	TWP 2N BLK 36 SEC 21; NE/4
	TX
	Martin
	272
	75
	1650

	ROBERT GRAMMER
	S.E.S. ENERGY,  LTD
	05/25/2012
	FEE
	TWP 1N BLK 35 SEC 33; E/2 SE/4
	TX
	Martin
	340
	467
	2065

	ROBERT J. MCFARLAND
	CROWNROCK, LP
	05/03/2010
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	274
	177
	2084

	ROBERT JEFFERY BROWN,  DEALING IN HIS SOLE AND SEPARATE PROPERTY
	PATRIOT  ROYALTY  & LAND, LLC
	04/24/2010
	FEE
	TWP 2N BLK 36 SEC 21; NE/4
	TX
	Martin
	272
	70
	1649

	ROBERT P. TURPIN, TRUSTEE  OF THE ROBERT P. TURPIN TRUST CREATED UNDER THE WILLS OF ROBERT M. TURPIN, DECEASED, AND MINNIE MOORE TURPIN, DECEASED
	S.E.S. ENERGY,  LTD
	03/28/2012
	FEE
	TWP 1N BLK 35 SEC 33; E/2 SE/4
	TX
	Martin
	335
	418
	1515

	ROBERT R. PATTON
	CROWNROCK, LP
	10/06/2011
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	330
	348
	840

	ROCKHILL  ROYALTY  PARTNERS
	CROWNROCK, LP
	05/15/2012
	FEE
	BAUER & COCKRELL  SURVEY BLK A SEC 60; S/120 AC OF SW/4
	TX
	Martin
	347
	29
	2757

	ROCKHILL  ROYALTY  PARTNERS
	ROCA EXPLORATION LTD
	10/6/2005
	Fee
	S/2 S/2 NW/4, N/2 N/2 SW/4, Sec 60, BLK A, Bauer & Cockrell
	TX
	Martin
	179
	135
	 

	RONALD H. HIGGINGS,  DEALING  IN HIS SOLE AND SEPARATE  PROPERTY
	STANDARD  PERMIAN,  LLC
	10/01/2012
	FEE
	TWP 2N BLK 37 SEC 18; N/2 W160 N/2
	TX
	Martin
	359
	302
	4108

	RONALD H. HIGGINS,  DEALING  IN HIS SOLE AND SEPARATE  PROPERTY
	STANDARD  PERMIAN,  LLC
	09/10/2011
	FEE
	TWP 2N BLK 37 SEC 18; S/2 OF THE W/100 OF THE N/2
	TX
	Martin
	322
	680
	4038

	RONNIE J. RINER, DEALING  HEREIN WITH HIS SOLE AND SEPARATE PROPERTY
	CROWNROCK, LP
	05/17/2011
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	309
	322
	2535

	ROY PATTON
	CROWNROCK, LP
	10/06/2011
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	319
	492
	3736

	ROYALTY  CLEARINGHOUSE, LTD., A TEXAS LIMITED PARTNERSHIP
	STANDARD  PERMIAN,  LLC
	09/26/2010
	FEE
	TWP 1N BLK 37 SEC 38; NE/4
	TX
	Martin
	294
	372
	234

	ROYCE SISK, DEALING  IN HIS SOLE AND SEPARATE  PROPERTY
	CROWNROCK, L.P.
	02/19/2009
	FEE
	T&P RR CO SVY, T-3-N, BLK 34, SEC.
18: N/2 SE/4, MARTIN COUNTY,  TEXAS
	TX
	Martin
	246
	538
	943

	RUFUS CHARLES  TOM, DEALING  IN HIS SOLE AND SEPARATE  PROPERTY
	CROWNROCK, LP
	01/22/2009
	FEE
	TWP 2N BLK 36 SEC 20; NE/4
	TX
	Martin
	242
	669
	266

	RUFUS CHARLES  TOM, DEALING  IN HIS SOLE AND SEPARATE  PROPERTY
	CARL T. SPEIGHT
	05/10/2010
	FEE
	TWP 1N BLK 35 SEC 23; S/2 NW/4
	TX
	Martin
	285
	755
	3800

	SALLY GUITAR AND GEORGE  D JONES, IND EXEC OF THE ESTATE OF JOHN GUITAR III, DECEASED, AND GEORGE  D. JONES, TRUSTEE  OF THE JOHN GUITAR III FARM TRUST
	CROWNROCK, L.P.
	09/15/2009
	FEE
	T1N, BLK 35o
SEC 5: W/2 o
T&P RR CO SVYo
MARTIN COUNTY,  TEXAS, CONT 320
ACS M/L
	TX
	Martin
	258
	718
	2818

	SALLY KING SAVAGE,  ET VIR
	CROWNQUEST OPERATING, LLC
	03/27/2008
	FEE
	TWP 2S BLK 35 SEC 16; N/2
	TX
	Martin
	226
	765
	1751

	SAM E. HILBURN
	CROWNROCK, L.P.
	09/10/2008
	FEE
	NE/4, S/2 NW/4 AND 20.05 ACRES IN THE SW/4 OF SECTION  17, BLOCK 35, TOWNSHIP  1 SOUTH, T&P RR CO. SY., IN THE COUNTY OF MARTIN,  STATE OF TEXAS.
	TX
	Martin
	235
	602
	3306

	SAM SALEH, DEALING  IN HIS SOLE AND SEPARATE  PROPERTY
	CROWNROCK, LP
	07/12/2012
	FEE
	TWP 1N BLK 37 SEC 37; N/2
	TX
	Martin
	345
	528
	2626

	SAM SALEH, DEALING  IN HIS SOLE AND SEPARATE  PROPERTY
	CROWNROCK, LP
	08/19/2008
	FEE
	BAUER & COCKRELL  SURVEY BLK A SEC 46; E/220 AC
	TX
	Martin
	235
	580
	3300

	SAMEDAN  ROYALTY  CORPORATION
	CROWNROCK, LP
	08/23/2012
	FEE
	TWP 1N BLK 35 & 36 SEC 19 & 13; SEC
19, BLK 35: NE/4; SEC 13, BLK 36: SW/4
	TX
	Martin
	353
	75
	3418

	SAMUEL PAUL SMITH
	CROWNROCK, LP
	02/21/2013
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	370
	682
	1170

	SANDRA  JANE SHAW
	CROWNROCK, LP
	02/26/2013
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	375
	462
	1700

	SANDRA  L. HENSON
	CROWNROCK, L.P.
	02/07/2011
	FEE
	NE/4 OF SECTION  17, BLOCK 36, T-1-S,
T&P RY. CO. SURVEYo
MARTIN COUNTY,  TX
	TX
	Martin
	299
	730
	1027

	SCOT D. NORTHERN
	CROWNROCK, LP
	05/01/2011
	FEE
	W/2 SEC 60, ABS 336, BLK A, B&C
SURVEY,  MARTIN CO, TX,o
S&E 80 AC UNIT CAVE#I060  IN S/2 S/2
NW/4 & N/2 N/2 SW/4.
	TX
	Martin
	304
	342
	1720

	SCOT D. NORTHERN AND WIFE, TANYA NORTHERN
	LEGACY RESERVES  OPERATING LP
	11/12/2013
	Fee
	S/2 S/2 NW/4, N/2 N/2 SW/4, Sec 60, BLK A, Bauer & Cockrell
	TX
	Martin
	393
	22
	 

	SCOTT HOUSTON,  DEALING  IN HIS SOLE AND SEPARATE  PROPERTY
	CARL T. SPEIGHT
	05/10/2010
	FEE
	TWP 1N BLK 35 SEC 23; S/2 NW/4
	TX
	Martin
	285
	767
	3804








Page 21 of 24







Historical Division 6
Oil and Gas Lease Schedule
	
										
	Lessor  Full  Name
	Lessee
	Lease  Date
	Lease
Type
	Lease  Legal  Description
	State
	County
	Book
	Page
	Instrument  No.

	SCOTT K. HENSON
	CROWNROCK, L.P.
	02/07/2011
	FEE
	NE/4 OF SECTION  17, BLOCK 36, T-1-S,
T&P RY. CO. SURVEY0
MARTIN COUNTY,  TX
	TX
	Martin
	302
	617
	1497

	SELF CHILDREN  MANAGEMENT TRUST
	CROWNROCK, L.P.
	01/01/2009
	FEE
	NE/4, S/2 NW/4 AND 20.05 ACRES IN THE SW/4 OF SECTION  17, BLOCK 35, TOWNSHIP  1 SOUTH, T&P RR CO. SY., IN THE COUNTY OF MARTIN,  STATE OF TEXAS.
	TX
	Martin
	245
	240
	642

	SHARON W MCMILLAN,  AKA SHARON
L WASSON  AS SUCCESSOR TRUSTEE OF THE LETA E WASSON  FAMILY TRUST OF 1987.
	CROWN ROCK LP
	02/27/2014
	FEE
	E/100 NE/4 AND N/30 SE/4 OF SEC 19, BLK 36, T1N, T&P RY CO SURVEY, MARTIN CO, TX.
	TX
	Martin
	408
	408
	1355

	SHARON WASSON  MCMILLAN SEPARATE  PROPERTY  TRUST
	BREITBURN OPERATING LP
	09/17/2015
	FEE
	NORTH 20 ACRES OF THE SE/4 OF SECTION  19, BLOCK 36, T-1-N, T&P RY CO SURVEY,  MARTIN COUNTY,  TEXAS
	TX
	Martin
	471
	543
	3971

	SHELIA LANGTON,  DEALING  IN HER SOLE AND SEPARATE  PROPERTY
	STANDARD  PERMIAN,  LLC
	09/10/2011
	FEE
	TWP 2N BLK 37 SEC 18; S/2 OF THE W/100 OF THE N/2
	TX
	Martin
	322
	683
	4039

	SHELIA OBRIEN,  DEALING  IN HER SOLE AND SEPARATE  PROPERTY
	STANDARD  PERMIAN,  LLC
	10/01/2012
	FEE
	TWP 2N BLK 37 SEC 18; N/2 W160 N/2
	TX
	Martin
	359
	294
	4106

	SIDNEY HATCH
	PATRIOT  ROYALTY  & LAND, LLC
	03/31/2010
	FEE
	TWP 1N BLK 35 SEC 25; S/2 NW/4
	TX
	Martin
	270
	415
	1309

	SLAUGHTER INVESTMENT CORP
	CROWNROCK, L.P.
	08/07/2008
	FEE
	T&P RR CO SVY, T-3-N, BLK 34, SEC.
07: NW/4, MARTIN COUNTY,  TEXAS
	TX
	Martin
	235
	615
	3311

	STAJA MILLS, AS HER SOLE AND SEPARATE  PROPERTY
	CROWNROCK, LP
	06/17/2012
	FEE
	TWP 1N BLK 37 SEC 37; N/2
	TX
	Martin
	310
	484
	2724

	STANLEY  E ADAMS JR, TRUSTEE U/W/0 SE ADAMS SR AND ELSIE ADAMS
	CROWNROCK, LP
	09/14/2011
	FEE
	TWP 1N BLK 36 SEC 19; E/100 ACRES OF THE NE/4
	TX
	Martin
	315
	796
	3251

	STATE OF TEXAS, ACTING BY AND THROUGH  ITS AGENT, COLORADO RIVER MUNICIPAL  WATER DISTRICT
	CROWNROCK, LP.
	03/03/2010
	ST
	TWP 2N BLK 35 SEC 28; N/2
	TX
	Martin
	270
	98
	1256

	STATE OF TEXAS, ACTING BY AND THROUGH  ITS AGENT, SOUTHWEST ROYALTIES, INC A SUBSIDIARY OF CLAYTON  WILLIAMS  ENERGY,  INC
	STEPHEN  C. COLE
	02/05/2013
	ST
	TWP 2N BLK 35 SEC 28; E/2 SW/4; N/2
SE/4; N/2 SE/4
	TX
	Martin
	365
	674
	465

	STEVEN MATTHEW  LEGGITT
	CROWNROCK, LP
	01/31/2013
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	367
	443
	697

	STEVEN P. THOMPSON
	S.E.S. ENERGY,  LTD
	03/09/2012
	FEE
	TWP 1N BLK 35 SEC 33; E/2 SE/4
	TX
	Martin
	335
	414
	1514

	STEVEN REED LOGGIE,  A/K/A STEVEN R. LOGGIE
	CROWNROCK, LP
	06/02/2011
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	316
	627
	3395

	STEWART  ROYALTY,  INC.
	MANHATTAN PETROLEUM INC
	4/12/2005
	Fee
	S/2 S/2 NW/4, N/2 N/2 SW/4, Sec 60, BLK A, Bauer & Cockrell
	TX
	Martin
	166
	461
	 

	STRAIN FAMILY LIMITED PARTNERSHIP; EDD HOMAN STRAIN, JERRY DELL HAGGERTON, LARRY WADDELL  STRAIN, ALBERT THOMAS MORRIS,  GARLAND  KIRK MORRIS AND SCOTT DOUGLAS  MORRIS,  LEASING THEIR SOLE AND SEPARATE PROPERTY
	CROWNROCK, LP
	04/16/2009
	FEE
	TWP 1N BLK 35 & 36 SEC 19 & 13; SEC
19, BLK 35: NE/4; SEC 13, BLK 36: SW/4
	TX
	Martin
	253
	170
	2010

	SUE HORTON  CORSON CORPORATION
	CARL T. SPEIGHT
	05/10/2010
	FEE
	TWP 1N BLK 35 SEC 23; S/2 NW/4
	TX
	Martin
	285
	773
	3806

	SUZANNA  POE, DEALING  IN HER SOLE AND SEPARATE  PROPERTY
	CARL T. SPEIGHT
	05/10/2010
	FEE
	TWP 1N BLK 35 SEC 23; S/2 NW/4
	TX
	Martin
	285
	758
	3801

	TAS ROYALTY  COMPANY
	CROWNROCK, LP
	12/20/2011
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	350
	90
	3088

	TAS ROYALTY  COMPANY,  THOMAS SIKES, PARTNER
	STANDARD  PERMIAN,  LLC
	06/17/2011
	FEE
	TWP 1N BLK 37 SEC 37; N/2
	TX
	Martin
	310
	458
	2718

	TED ROY STEWART  JR
	CROWNQUEST OPERATING, LLC
	04/02/2008
	FEE
	T1S, BLK 370
SEC 1: NE/40
T&P RR CO SVY, 0
MARTIN COUNTY,  TEXAS, CONT 160
ACS M/L
	TX
	Martin
	226
	755
	1747

	TEMPLE JO GRANTHAM, DEALING  IN HER SOLE AND SEPARATE PROPERTY
	CROWNROCK, LP
	06/17/2011
	FEE
	TWP 1N BLK 37 SEC 37; N/2
	TX
	Martin
	310
	487
	2725

	TEMPLE JO GRANTHAM, DEALING  IN HER SOLE AND SEPARATE PROPERTY
	CROWNROCK, LP
	07/30/2008
	FEE
	BAUER & COCKRELL  SURVEY BLK A SEC 46; E/220 AC
	TX
	Martin
	235
	575
	3298

	Terry Lynn McAdams
	Pioneer Natural Resources  USA Inc.
	9/12/2005
	Fee
	S/2, Sec 10, BLK 35, T1N, T&P RR Co
Survey
	TX
	Martin
	170
	250
	1795

	THE ALLAR COMPANY
	CROWNROCK, L.P.
	10/21/2010
	FEE
	T&P RR CO SVY, T-2-N, BLK 37, A-244, SEC. 17: W/2SE/4,  MARTIN COUNTY, TEXAS
	TX
	Martin
	286
	106
	3839

	The Allar Company
	Pioneer Natural Resources  USA Inc.
	8/17/2010
	Fee
	SE/4, Section 3, Block 35, Township-1- North, T&P RR Co Survey, limited to those depths below 9,018 feet
	TX
	Martin
	283
	749
	3495

	The Allar Company
	Pioneer Natural Resources  USA Inc.
	6/8/2006
	Fee
	SE/4, Section 3, Block 35, Township-1- North, T&P RR Co Survey
	TX
	Martin
	180
	553
	1189

	THE ALLAR COMPANY,  A TEXAS CORPORATION
	CROWNROCK, LP.
	08/03/2011
	FEE
	TWP 1N BLK 36 SEC 25; SW/4
	TX
	Martin
	311
	635
	2843

	THE LAMAR FAMILY CLASS TRUST, MARY S. LAMAR, TRUSTEE
	STANDARD  PERMIAN,  LLC
	01/12/2012
	FEE
	TWP 2N BLK 37 SEC 34; SW/4
	TX
	Martin
	328
	555
	601

	THEODORE A. FISCHER,  JR. AND CHARLOTTE GLEE FISCHER, HUSBAND  AND WIFE
	CROWNROCK, LP
	12/09/2011
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	330
	351
	841

	THOMAS  ROCCHIO
	CROWNROCK, LP
	05/18/2012
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	359
	282
	4103

	THUNDERBOLT PETROLEUM, LLC
	CROWNROCK, LP
	04/12/2011
	FEE
	TWP 2N BLK 36 SEC 36; NW/4 S&E N/80 AC
	TX
	Martin
	304
	756
	1827

	THURMAN  J GRIMES,  SSP
	PATRIOT  ROYALTY  & LAND, LLC
	04/13/2010
	FEE
	T1N, BLK 380
SEC 1: E/2 SE/40
T&P RY CO SURVEY,  0
MARTIN COUNTY,  TEXAS, CONT 80
ACS M/L
	TX
	Martin
	271
	383
	1519

	TOM ALFRED KEISLING,  TRUSTEE  OF THE TOM ALFRED KEISLING  TRUST
	CROWNROCK, LP
	01/22/2009
	FEE
	TWP 2N BLK 36 SEC 20; NE/4
	TX
	Martin
	242
	671
	267

	TOM KEISLING,  DEALING  IN HIS SOLE AND SEPARATE  PROPERTY
	CARL T. SPEIGHT
	05/10/2010
	FEE
	TWP 1N BLK 35 SEC 23; S/2 NW/4
	TX
	Martin
	285
	749
	3798

	TRAVIS L. DAVIS, ROBERTA  D. WRIGHT AND ADELE FLEMING, INDIVIDUALLY AND AS INDEPENDENT EXECUTORS OF THE EXT. OF ETHEL DAVIS, DECEASED
	ROSEWOOD RESOURCES, INC
	01/13/1984
	FEE
	TWP 3N BLK 34 SEC 46; S/2 SW/4
SURFACE  TO 10,870'; N/2 SW/4; S/2
NW/4; S/2 SW/4
	TX
	Martin
	239
	59
	1030

	VALERIA  PAPPAS,  INDIVIDUALLY AND AS EXECUTRIX OF THE EST. OF PATTY ELKIN, DECEASED
	CARL T. SPEIGHT
	05/10/2010
	FEE
	TWP 1N BLK 35 SEC 23; S/2 NW/4
	TX
	Martin
	285
	743
	3796

	VALERIA  TOM, A WIDOW
	STANDARD  PERMIAN,  LLC
	11/03/2011
	FEE
	TWP 2N BLK 37 SEC 34; SW/4
	TX
	Martin
	328
	541
	599

	VALERIA  TOM, A WIDOW
	CARL T. SPEIGHT
	05/10/2010
	FEE
	TWP 1N BLK 35 SEC 23; S/2 NW/4
	TX
	Martin
	285
	716
	3787








Page 22 of 24







Historical Division 6
Oil and Gas Lease Schedule
	
										
	Lessor  Full  Name
	Lessee
	Lease  Date
	Lease
Type
	Lease  Legal  Description
	State
	County
	Book
	Page
	Instrument  No.

	VIRGINIA  ELLEN HOUSE, ET VIR JAY DEE HOUSE
	K. BRYAN REEVES
	04/27/2007
	FEE
	TWP 1N BLK 35 SEC 33; E/2 SE/4
	TX
	Martin
	199
	146
	1519

	VIRGINIA  LEIGH COLLINS
	CROWNQUEST OPERATING, LLC
	04/04/2008
	FEE
	T1S, BLK 370
SEC 1: NE/40
T&P RR CO SVY, 0
MARTIN COUNTY,  TEXAS, CONT 160
ACS M/L
	TX
	Martin
	226
	749
	1745

	VIRGINIA  M BURLESON, SSP
	PATRIOT  ROYALTY  & LAND, LLC
	04/13/2010
	FEE
	T1N, BLK 380
SEC. 01: E/2 SE/40
T&P RY CO SURVEY,  0
MARTIN COUNTY,  TEXAS, CONT 80
ACS M/L
	TX
	Martin
	271
	377
	1517

	VIRGINIA  P. DABBS, DEALING  IN HER SOLE AND SEPARATE  PROPERTY
	CARL T. SPEIGHT
	05/10/2010
	FEE
	TWP 1N BLK 35 SEC 23; S/2 NW/4
	TX
	Martin
	285
	737
	3794

	VIRGINIA  P. JAMES, DEALING  IN HER SOLE
AND SEPARATE  PROPERTY
	CROWNROCK, L.P.
	02/07/2011
	FEE
	NE/4 OF SECTION  17, BLOCK 36, T-1-S,
T&P RY. CO. SURVEY0
MARTIN COUNTY,  TX
	TX
	Martin
	298
	151
	742

	WANDA S. AUSTIN, AS HER SOLE AND SEPARATE  PROPERTY, AND JOINED HEREIN BY HER HUSBAND  BILL G. AUSTIN
	PATRIOT  ROYALTY  & LAND, LLC
	09/23/2010
	FEE
	TWP 3N BLK 33 SEC 30; PART OF NW/4
	TX
	Martin
	1197
	47
	2010-00005489

	WELLS FARGO BANK, NA, TRUSTEE OF THE JEFF AND NADA MAE DAVIS CHARITABLE FOUNDATION
	CROWNROCK, L.P.
	05/27/2008
	FEE
	NE/4, S/2 NW/4 AND 20.05 ACRES IN THE SW/4 OF SECTION  17, BLOCK 35, TOWNSHIP  1 SOUTH, T&P RR CO. SY., IN THE COUNTY OF MARTIN,  STATE OF TEXAS.
	TX
	Martin
	230
	458
	2397

	WELLS FARGO BANK, NA, TRUSTEE OF THE JEFF AND NADA MAE DAVIS CHARITABLE FOUNDATION
	CROWNROCK, L.P.
	05/27/2008
	FEE
	T&P RR CO SVY, T-1-S, BLK 35, SEC.
17: N/2NW/4,  MARTIN COUNTY,  TEXAS
	TX
	Martin
	230
	464
	2398

	WELLS FARGO BANK, NA, TRUSTEE OF THE JEFF AND NADA MAE DAVIS CHARITABLE FOUNDATION
	CROWNROCK, L.P.
	09/02/2008
	FEE
	T&P RR CO SVY, T-1-S, BLK 35, SEC
09: E/2 E/2, MARTIN COUNTY,  TEXAS.
	TX
	Martin
	235
	618
	3312

	WILL C. BEECHERL  ET UX
	CROWNQUEST OPERATING, LLC
	05/15/2008
	FEE
	T&P RR CO SVY, T-1-S, BLK 36, SEC.
35: S/2SW/4,  FROM SURFACE  DOWN TO BUT NOT INCLUDING  9,500 FT., MARTIN COUNTY,  TEXAS
	TX
	Martin
	231
	565
	2623

	WILL C. BEECHERL  ET UX
	CROWNQUEST OPERATING, LLC
	05/15/2008
	FEE
	T&P RR CO SVY, T-1-S, BLK 36, SEC.
35: S/2SW/4,  FROM SURFACE  DOWN TO BUT NOT INCLUDING  9,500 FT., MARTIN COUNTY,  TEXAS
	TX
	Martin
	231
	565
	2623

	WILLARD  WAYNE BRYANT,  DEALING IN HIS SOLE AND SEPARATE PROPERTY
	K. BRYAN REEVES
	04/27/2007
	FEE
	TWP 1N BLK 35 SEC 33; E/2 SE/4
	TX
	Martin
	199
	144
	1518

	WILLIAM A. CARTER,  AS HIS SOLE AND SEPARATE  PROPERTY
	CROWNROCK, LP
	06/17/2011
	FEE
	TWP 1N BLK 37 SEC 37; N/2
	TX
	Martin
	310
	463
	2719

	WILLIAM C. LANE
	CROWNROCK, L.P.
	08/27/2010
	FEE
	T&P RY CO SVY, T-1-S, BLK 35, SEC
17: NE/4 (LESS 4.72 AC), S/2 NW/4,0
BENG MORE FULLY DESCRIBED IN WARRANTY DEED RECORDED IN THE0
DEED RECORDS  OF MARTIN CO.,
TEXAS VJ23. P/3740
	TX
	Martin
	282
	232
	3251

	WILLIAM D. LANE
	CROWNROCK, L.P.
	01/12/2009
	FEE
	NE/4, S/2 NW/4 AND 20.05 ACRES IN THE SW/4 OF SECTION  17, BLOCK 35, TOWNSHIP  1 SOUTH, T&P RR CO. SY., IN THE COUNTY OF MARTIN,  STATE OF TEXAS.
	TX
	Martin
	246
	540
	944

	WILLIAM DAVID LEGGITT
	CROWNROCK, LP
	01/31/2013
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	369
	295
	938

	WILLIAM DAVID LOGGIE,  JR
	CROWNROCK, LP
	06/02/2011
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	309
	326
	2537

	WILLIAM E. ALEXANDER, TRUSTEE  OF THE SCOTT II MINERAL  TRUST
	PATRIOT  ROYALTY  & LAND, LLC
	01/22/2010
	FEE
	TWP 1N BLK 35 SEC 36; N/2 NE/4
	TX
	Martin
	265
	666
	367

	WILLIAM E. PATTERSON
	CROWNROCK, L.P.
	11/19/2008
	FEE
	NE/4, S/2 NW/4 AND 20.05 ACRES IN THE SW/4 OF SECTION  17, BLOCK 35, TOWNSHIP  1 SOUTH, T&P RR CO. SY., IN THE COUNTY OF MARTIN,  STATE OF TEXAS.
	TX
	Martin
	240
	319
	4126

	WILLIAM K. ROBINSON
	CROWNROCK, LP
	10/03/2012
	FEE
	TWP 2N BLK 35 SEC 9; SE/4
	TX
	Martin
	367
	446
	698

	WINDOM  ROYALTIES, LLC
	CROWNROCK, L.P.
	06/09/2009
	FEE
	T1S, BLK 370
SEC 1: NE/40
T&P RR CO SVY, 0
MARTIN COUNTY,  TEXAS, CONT 160
ACS M/L
	TX
	Martin
	257
	19
	2570

	WINIFRED  JEANETTE  BEACH
	CROWNROCK, L.P.
	08/19/2008
	FEE
	NE/4, S/2 NW/4 AND 20.05 ACRES IN THE SW/4 OF SECTION  17, BLOCK 35, TOWNSHIP  1 SOUTH, T&P RR CO. SY., IN THE COUNTY OF MARTIN,  STATE OF TEXAS.
	TX
	Martin
	240
	314
	4124

	WYOK ROYALTY  PARTNERSHIP
	CROWNROCK, LP
	09/03/2010
	FEE
	BAUER & COCKRELL  SURVEY BLK A SEC 60; NORTH 120 AC OF THE NW/4, LESS 40 AC, SURFACE  TO 11,000'
	TX
	Martin
	284
	115
	3520

	BANK OF AMERICA,  NA AND JEFFERY W. FOLTZ AS CO-TRUSTEE FOR THE ALLIE GAYLE DAVISON  TRUST #2
	CROWNROCK, LP
	11/05/2012
	FEE
	TWP 1S BLK 36 SEC 32; S/120 OF NW/4
	TX
	Midland
	399530
	 
	2013-9598

	BANK OF AMERICA,  NA. JEFFERY W. FOLTZ AND WILLIAM C. BYNUM, CO- TRUSTEES  UNDER THE WILL OF LELAND DONALD DAVISON, DECEASED
	CROWNROCK, LP
	11/05/2012
	FEE
	TWP 1S BLK 36 SEC 32; S/120 OF NW/4
	TX
	Midland
	399530
	 
	2013-9599

	BOBBYE  JEAN YATER
	MACK T. RESOURCES L.P.
	09/12/2008
	FEE
	T&P RR CO SVY, T-1-S, BLK 36, SEC.
32: S/2SW/4,  MIDLAND  COUNTY, TEXAS
	TX
	Midland
	3101
	791
	 

	BRENDA  STANDEFER DRIGGERS  & JOYCE STANDEFER BULIN, CO- TRUSTEES  OF THE BRENDA STANDEFER DRIGGERS  AND JOYCE STANDEFER BULIN 2006 TRUST
	CROWNQUEST OPERATING, LLC
	05/22/2008
	FEE
	TWP 1S BLK 36 SEC 32; S/120 OF NW/4
	TX
	Midland
	3088
	194
	2008-18834

	CLEAR CREEK ROYALTY  & LAND, LTD.
	CROWNROCK, L.P.
	09/22/2009
	FEE
	T&P RR CO SVY, T-2-S, BLK 36, SEC.
29: NE/4, MIDLAND  COUNTY,  TEXAS
	TX
	Midland
	 
	 
	2009-20821

	CLEAR CREEK ROYALTY  & LAND, LTD.
	CROWNROCK, L.P.
	05/10/2011
	FEE
	T&P RY CO SVY, T-1-S, BLK 36, SEC.
38: N/2NW/4 BELOW  THE DEPTH OF
8700 FEET BENEATH  THE SURFACE, MIDLAND  COUNTY,  TEXAS
	TX
	Midland
	 
	 
	2011-10415








Page 23 of 24







Historical Division 6
Oil and Gas Lease Schedule
	
										
	Lessor  Full  Name
	Lessee
	Lease  Date
	Lease
Type
	Lease  Legal  Description
	State
	County
	Book
	Page
	Instrument  No.

	GUY C HENSON
	SLB LAND SERVICES,  LLC
	07/27/2009
	FEE
	T&P RR CO SVY, T-2-S, BLK 36, SEC.
29: NE/4, MIDLAND  COUNTY,  TEXAS
	TX
	Midland
	 
	 
	2009-17205

	GUY C. HENSON
	CROWNROCK, L.P.
	05/01/2011
	FEE
	T&P RY CO SVY, T-1-S, BLK 36, SEC.
38: N/2NW/4 BELOW  THE DEPTH OF
8700 FEET BENEATH  THE SURFACE, MIDLAND  COUNTY,  TEXAS
	TX
	Midland
	 
	 
	2011-10414

	HOMER E HENSON
	SLB LAND SERVICES,  LLC
	07/27/2009
	FEE
	T&P RR CO SVY, T-2-S, BLK 36, SEC.
29: NE/4, MIDLAND  COUNTY,  TEXAS
	TX
	Midland
	 
	 
	2009-17204

	HOMER E. HENSON
	CROWNROCK, L.P.
	05/01/2011
	FEE
	T&P RY CO SVY, T-1-S, BLK 36, SEC.
38: N/2NW/4 BELOW  THE DEPTH OF
8700 FEET BENEATH  THE SURFACE, MIDLAND  COUNTY,  TEXAS
	TX
	Midland
	 
	 
	2011-10416

	JUDY LYNN PIOTROWSKI ET AL
	MACK T. RESOURCES L.P.
	09/16/2008
	FEE
	T&P RR CO SVY, T-1-S, BLK 36, SEC.
32: S/2SW/4,  MIDLAND  COUNTY, TEXAS
	TX
	Midland
	3101
	785
	2008-21342

	NANCE FARMS LTD. I
	MACK T. RESOURCES L.P.
	08/25/2008
	FEE
	T&P RR CO SVY, T-1-S, BLK 36, SEC.
32: S/2SW/4,  MIDLAND  COUNTY, TEXAS
	TX
	Midland
	3101
	794
	2008-21345

	NATHAN HEIDELBERG, JR.
	CROWNQUEST OPERATING, LLC
	05/21/2008
	FEE
	TWP 1S BLK 36 SEC 32; S/120 OF NW/4
	TX
	Midland
	3088
	202
	2008-18836

	PATRICIA  E. HULL
	MACK T. RESOURCES L.P.
	09/12/2008
	FEE
	T&P RR CO SVY, T-1-S, BLK 36, SEC.
32: S/2SW/4,  MIDLAND  COUNTY, TEXAS
	TX
	Midland
	3101
	788
	2008-21344

	ROSS BUSH, DISTRICT  CLERK OF MIDLAND  COUNTY,  TX, RECEIVER
FOR THE UNKNOWN  SHAREHOLDERS OF AGUILA OIL COMPANY,  THEIR SUCCESSORS, ASSIGNS,  AND/OR UNKNOWN  HEIRS, DEFENDANT, CAUSE NO. CV 49087 IN THE 142ND JUDICIAL  DISTRICT  COURT OF MIDLAND  COUNTY,  TX
	CROWNROCK, LP
	01/23/2013
	FEE
	TWP 1S BLK 36 SEC 32; S/120 OF NW/4
	TX
	Midland
	391028
	 
	2013-1769

	RUBY HENSON HAGGARD
	CROWNQUEST OPERATING, LLC
	05/22/2008
	FEE
	TWP 1S BLK 36 SEC 32; S/120 OF NW/4
	TX
	Midland
	3088
	198
	2008-18835

	WALLFAM,  LP
	CROWNROCK, LP
	01/11/2012
	FEE
	TWP 1S BLK 36 SEC 32; S/120 OF NW/4
	TX
	Midland
	182
	47
	2012-1848

	WILL C BEECHERL  ET UX
	CROWNROCK, L.P.
	09/22/2009
	FEE
	T&P RR CO SVY, T-2-S, BLK 36, SEC.
29: NE/4, MIDLAND  COUNTY,  TEXAS
	TX
	Midland
	 
	 
	2009-22488

	WILL C. BEECHERL  ET UX
	CROWNROCK, L.P.
	05/10/2011
	FEE
	T&P RY CO SVY, T-1-S, BLK 36, SEC.
38: N/2NW/4 BELOW  THE DEPTH OF
8700 FEET BENEATH  THE SURFACE, MIDLAND  COUNTY,  TEXAS
	TX
	Midland
	 
	 
	2011-10417










Page 24 of 24








Historical Division 6
Regulatory Lease Schedule
	
							
	County
	Lease name
	Lease WI
	Gross Horizontal Development  (All Rights) Acres
	Net Horizontal Development  (All Rights) Acres
	Gross Vertical/Wellbore Only Acres
	Net Vertical/Wellbore Only Acres

	Howard
	Adams West  29
	1.000000
	160.00
	160.00
	 
	 

	Howard
	Marie Hall 30
	0.985000
	172.30
	169.71
	 
	 

	Howard
	Mase 30
	1.000000
	 
	 
	167.40
	167.40

	Martin
	Tunnell 26
	1.000000
	 
	 
	161.90
	161.90

	Martin
	Hale 29
	1.000000
	 
	 
	80.10
	80.10

	Martin
	Harrell 2
	1.000000
	160.00
	160.00
	 
	 

	Howard
	Harrell 33
	1.000000
	160.00
	160.00
	 
	 

	Martin
	Albert 17
	1.000000
	80.00
	80.00
	 
	 

	Martin
	Tacor 17
	1.000000
	80.00
	80.00
	 
	 

	Martin
	Mayfield 18
	1.000000
	80.90
	80.90
	 
	 

	Martin
	Slaughter 7
	1.000000
	160.00
	160.00
	 
	 

	Martin
	Davis Farms 25
	0.968800
	161.00
	40.97
	 
	115.00

	Martin
	Davis Lynx 46
	0.761250
	244.10
	185.82
	 
	 

	Martin
	Hudgeons
	1.000000
	160.00
	160.00
	 
	 

	Howard
	Fincke/Taylor  11
	0.500000
	160.10
	80.05
	 
	80.05

	Howard
	CFT /Talbot 26
	1.000000
	 
	 
	328.60
	328.60

	Howard
	Hodnett 23
	1.000000
	160.00
	160.00
	 
	 

	Howard
	SOW 21
	1.000000
	 
	 
	160.00
	160.00

	Howard
	SOW 21
	1.000000
	80.00
	80.00
	 
	 

	Howard
	Williams/Leo Un 48
	1.000000
	80.00
	80.00
	 
	 

	Howard
	Alexander/Gorman 49
	1.000000
	105.00
	105.00
	 
	 

	Howard
	Cypert/Cynallen/Petty 49
	1.000000
	120.00
	120.00
	 
	 

	Martin
	Dillon 27
	1.000000
	80.20
	80.20
	 
	 

	Martin
	CR State/SWR State 28
	1.000000
	 
	 
	240.00
	240.00

	Martin
	CR State/SWR State 28
	1.000000
	240.00
	240.00
	 
	 

	Martin
	Porter 60
	1.000000
	80.00
	80.00
	 
	 

	Martin
	RBP Trust 60
	0.859270
	120.00
	103.11
	 
	 

	Martin
	Cave
	0.598000
	80.00
	47.84
	 
	 

	Martin
	Lohan 9
	0.787313
	 
	 
	160.00
	125.97

	Martin
	Jones N/Sawyer S 36
	1.000000
	161.90
	161.90
	 
	 

	Martin
	Judson 21
	0.975000
	160.80
	156.78
	 
	 

	Martin
	Rufus 20
	1.000000
	161.00
	161.00
	 
	 

	Martin
	SAM 17
	1.000000
	80.20
	80.20
	 
	 

	Martin
	Franklin/Cora 18
	1.000000
	166.70
	166.70
	 
	 

	Martin
	Tarzan Pivot 8
	0.975000
	166.50
	162.34
	 
	 

	Martin
	Moore 21
	1.000000
	80.00
	80.00
	 
	 

	Martin
	Valeria 34
	1.000000
	169.30
	169.30
	 
	 

	Martin
	Grimes 1
	1.000000
	 
	 
	80.00
	80.00

	Martin
	Harrell 34
	0.979167
	84.00
	82.25
	 
	 

	Martin
	Wearner 38
	1.000000
	 
	 
	167.90
	167.90

	Martin
	TAS 37
	1.000000
	 
	 
	80.00
	80.00

	Martin
	TAS 37
	1.000000
	241.20
	241.20
	 
	 

	Martin
	Amelia 19
	1.000000
	80.20
	80.20
	 
	 

	Martin
	Meek Un 19
	0.500000
	 
	 
	160.00
	80.00

	Martin
	Low Un 19
	0.906250
	 
	 
	160.00
	145.00

	Martin
	Dorchester 10
	1.000000
	160.20
	160.20
	 
	 

	Martin
	Strain 13
	1.000000
	 
	 
	162.00
	162.00

	Martin
	Crabtree 25
	0.750000
	160.70
	41.24
	 
	79.28

	Martin
	Strain 19
	1.000000
	 
	 
	163.00
	163.00

	Martin
	Stovall 33
	0.930000
	80.50
	74.87
	 
	 

	Martin
	Eiland 23
	1.000000
	80.00
	80.00
	 
	 

	Martin
	Barfield 15
	1.000000
	83.10
	83.10
	 
	 

	Martin
	Guerin 15
	1.000000
	160.00
	160.00
	 
	 

	Martin
	McMorries 10
	1.000000
	78.26
	78.26
	 
	 

	Martin
	Broughton Farms A
	1.000000
	240.00
	240.00
	 
	 

	Martin
	Graham
	1.000000
	160.00
	160.00
	 
	 

	Martin
	McAdams 10
	1.000000
	172.74
	172.74
	 
	 

	Martin
	Broughton Farms 10
	1.000000
	80.00
	80.00
	 
	 






Page 1 of 4







Historical Division 6
Regulatory Lease Schedule
	
							
	County
	Lease name
	Lease WI
	Gross Horizontal Development  (All Rights) Acres
	Net Horizontal Development  (All Rights) Acres
	Gross Vertical/Wellbore Only Acres
	Net Vertical/Wellbore Only Acres

	Martin
	Allar 3
	1.000000
	161.30
	161.30
	 
	 

	Martin
	McAdams 10 A
	1.000000
	80.00
	80.00
	 
	 

	Martin
	Ellis 25
	1.000000
	80.00
	80.00
	 
	 

	Martin
	Orphan 36
	1.000000
	 
	 
	81.40
	81.40

	Martin
	Parks 17
	1.000000
	 
	 
	320.00
	320.00

	Martin
	JD 9
	1.000000
	160.00
	54.75
	 
	105.25

	Martin
	Kargl Unit
	1.000000
	79.61
	27.24
	 
	52.37

	Martin
	JNM Trust
	1.000000
	79.81
	27.31
	 
	52.50

	Martin
	Nada Mae
	1.000000
	80.00
	27.38
	 
	52.62

	Martin
	JNM Trust
	1.000000
	79.81
	27.31
	 
	52.50

	Martin
	Mahan 19
	1.000000
	 
	 
	80.30
	80.30

	Martin
	FAEE 47
	1.000000
	80.70
	80.70
	 
	 

	Martin
	Iverson 17
	1.000000
	 
	 
	161.50
	161.50

	Martin
	Roy 1
	1.000000
	161.70
	161.70
	 
	 

	Martin
	Nance 32
	1.000000
	 
	 
	80.00
	80.00

	Martin
	Heidelberg 32
	1.000000
	120.00
	120.00
	 
	 

	Martin
	Henson 35
	1.000000
	 
	 
	80.00
	80.00

	Midland
	Henson DR 38
	1.000000
	 
	 
	80.00
	80.00

	Midland
	Clearbee 29
	1.000000
	161.90
	161.90
	 
	 

	Glasscock
	Smith 7
	0.597500
	559.40
	334.24
	 
	 

	Martin
	Cole 6
	1.000000
	120.00
	120.00
	 
	 

	Martin
	FM Hall 20
	1.000000
	 
	 
	166.30
	166.30

	Martin
	Hall Trust 20
	1.000000
	 
	 
	166.30
	166.30

	Martin
	Guitar 5
	1.000000
	 
	 
	320.90
	320.90

	Howard
	Wells Fargo 12
	0.750000
	160.00
	120.00
	 
	 

	Midland
	Armstrong 36
	1.000000
	168.20
	168.20
	 
	 

	Howard
	Lindsay B
	1.000000
	 
	 
	40.00
	40.00

	Howard
	Lindsay LA
	0.500000
	 
	 
	221.65
	221.65

	Howard
	Lindsay A
	1.000000
	 
	 
	120.00
	120.00

	Howard
	Lindsay CQ
	0.500000
	 
	 
	181.05
	181.05

	Howard
	Cecil 6
	0.937500
	160.00
	150.00
	 
	 

	Howard
	Shortes 7
	0.937500
	240.00
	225.00
	 
	 

	Howard
	Shortes 17
	0.937500
	320.00
	300.00
	 
	 

	Howard
	Russell Limited
	0.500000
	121.20
	60.60
	 
	 

	Martin
	Wilbanks 16
	0.375000
	243.60
	91.35
	 
	 

	Howard
	Sec 6
	0.009400
	320.00
	3.00
	 
	 

	Howard
	SLKT/Robinson
	1.000000
	160.00
	53.02
	 
	106.67

	Howard
	Sec 5
	0.250000
	160.00
	40.00
	 
	 

	Howard
	Fryar 2
	0.150000
	 
	 
	161.00
	24.15

	Howard
	Fryar 11
	0.175000
	160.00
	28.00
	 
	 

	Howard
	Shaw 11
	0.105000
	160.00
	16.80
	 
	 

	Howard
	BR 22
	0.375000
	240.30
	90.11
	 
	 

	Howard
	Marshall 22
	0.500000
	80.10
	40.05
	 
	 

	Howard
	Rogers 38
	0.250000
	320.00
	80.00
	 
	 

	Howard
	Redfish 38
	0.100000
	326.00
	32.60
	 
	 

	Howard
	Thomas
	0.970000
	 
	 
	80.00
	77.60

	Howard
	DE Thomas
	1.000000
	 
	 
	80.00
	80.00

	Howard
	Paloma
	0.970000
	 
	 
	160.00
	155.20

	Howard
	Phillips Trust 19
	1.000000
	80.00
	80.00
	 
	 

	Howard
	Roosevelt Patsy 19B
	1.000000
	160.10
	160.10
	 
	 

	Howard
	Beall Unit 18
	1.000000
	40.00
	40.00
	 
	 

	Howard
	RB Unit
	1.000000
	81.60
	81.60
	 
	 

	Howard
	Beall 18
	1.000000
	161.80
	161.80
	 
	 

	Howard
	Fred Phillips 19
	1.000000
	80.00
	80.00
	 
	 

	Howard
	Beall SW
	1.000000
	44.10
	44.10
	 
	 

	Howard
	Beard 18
	1.000000
	160.00
	160.00
	 
	 

	Howard
	Beall 18A
	1.000000
	162.80
	162.80
	 
	 

	Howard
	Barnes 7
	1.000000
	160.00
	160.00
	 
	 








Page 2 of 4







Historical Division 6
Regulatory Lease Schedule
	
							
	County
	Lease name
	Lease WI
	Gross Horizontal Development  (All Rights) Acres
	Net Horizontal Development  (All Rights) Acres
	Gross Vertical/Wellbore Only Acres
	Net Vertical/Wellbore Only Acres

	Howard
	Corning Loudamy  29
	1.000000
	160.00
	160.00
	 
	 

	Howard
	B Phillips 20A
	1.000000
	160.00
	160.00
	 
	 

	Howard
	Cassity 20
	1.000000
	163.60
	163.60
	 
	 

	Howard
	Cade 29
	1.000000
	80.00
	80.00
	 
	 

	Howard
	Phillips Unit
	1.000000
	161.88
	161.88
	 
	 

	Howard
	Douglass 20
	1.000000
	82.00
	82.00
	 
	 

	Howard
	B Phillips 20
	1.000000
	160.00
	160.00
	 
	 

	Howard
	Thomas Stokes
	0.835938
	160.00
	133.75
	 
	 

	Howard
	Knott Shaw 30
	1.000000
	162.90
	162.90
	 
	 

	Howard
	Ringener 19
	1.000000
	160.00
	160.00
	 
	 

	Howard
	Roosevelt Patsy 19
	1.000000
	80.00
	80.00
	 
	 

	Howard
	Raymond Eula 30
	1.000000
	160.00
	160.00
	 
	 

	Howard
	Ware 30
	1.000000
	242.64
	242.64
	 
	 

	Howard
	Little A/Elliott 31
	1.000000
	240.00
	240.00
	 
	 

	Howard
	Little 31
	1.000000
	238.00
	238.00
	 
	 

	Howard
	Coldiron/Bledsoe
	1.000000
	40.00
	40.00
	 
	 

	Howard
	DE Coldiron/Bledsoe
	1.000000
	80.00
	80.00
	 
	 

	Howard
	Shasta
	1.000000
	80.00
	80.00
	 
	 

	Howard
	Ioma 30
	1.000000
	40.40
	40.40
	 
	 

	Howard
	Corning  29
	1.000000
	160.50
	160.50
	 
	 

	Howard
	Knott Lilly 32
	1.000000
	157.20
	157.20
	 
	 

	Howard
	Cline 32 (A/B)
	0.500000
	157.20
	78.60
	 
	 

	Howard
	Long 29
	1.000000
	160.10
	160.10
	 
	 

	Howard
	Wood Unit 32
	1.000000
	161.70
	161.70
	 
	 

	Howard
	Verl 32
	1.000000
	80.80
	80.80
	 
	 

	Howard
	Beall 28
	1.000000
	160.00
	160.00
	 
	 

	Howard
	Scheulke
	0.666667
	160.00
	106.67
	 
	 

	Howard
	B Phillips 21
	1.000000
	160.00
	160.00
	 
	 

	Howard
	McCann
	0.500000
	165.37
	82.69
	 
	 

	Howard
	Yucca
	1.000000
	159.39
	159.39
	 
	 

	Howard
	Smith
	1.000000
	160.00
	160.00
	 
	 

	Howard
	Billie Jo 33
	1.000000
	80.00
	80.00
	 
	 

	Howard
	McNew
	1.000000
	162.15
	162.15
	 
	 

	Howard
	Nova 33
	0.994154
	80.00
	79.53
	 
	 

	Howard
	Super 34
	1.000000
	162.30
	162.30
	 
	 

	Howard
	Jordan 34
	1.000000
	162.40
	162.40
	 
	 

	Howard
	Clark 27
	1.000000
	160.00
	160.00
	 
	 

	Howard
	Freeman 27
	1.000000
	160.00
	160.00
	 
	 

	Howard
	Gay 34
	1.000000
	162.00
	162.00
	 
	 

	Howard
	Rogers 34
	1.000000
	162.40
	162.40
	 
	 

	Howard
	Coyote
	1.000000
	143.95
	143.95
	 
	 

	Howard
	Ray/Ray A Unit
	0.970000
	420.00
	407.40
	 
	 

	Howard
	Windmill
	1.000000
	80.00
	80.00
	 
	 

	Howard
	Lone Star
	1.000000
	320.00
	320.00
	 
	 

	Howard
	Pecan
	1.000000
	160.00
	160.00
	 
	 

	Howard
	Texan
	1.000000
	160.00
	160.00
	 
	 

	Howard
	Mesquite
	1.000000
	163.59
	163.59
	 
	 

	Howard
	Texan A
	1.000000
	160.00
	160.00
	 
	 

	Howard
	Levy
	0.970000
	166.07
	161.09
	 
	 

	Howard
	Cottonwood
	0.500000
	40.00
	33.33
	 
	 

	Howard
	Dagwood
	0.750000
	83.12
	62.34
	 
	 

	Howard
	Alamo
	1.000000
	164.66
	164.66
	 
	 

	Howard
	Live Oak
	1.000000
	160.00
	160.00
	 
	 

	Howard
	Cottonwood A
	1.000000
	41.54
	41.54
	 
	 

	Howard
	Aloe Vera
	1.000000
	 
	 
	320.00
	320.00

	Howard
	CR 21
	1.000000
	240.00
	240.00
	 
	 

	Martin
	Grantham 46
	0.312500
	 
	 
	199.87
	62.46

	Howard
	Shaw 32
	1.000000
	80.00
	80.00
	 
	 






Page 3 of 4







Historical  Division 6
Regulatory lease Schedule
	
							
	County
	Lease name
	Lease WI
	Gross  Horizontal Development (All Rights) Acres
	Net Horizontal Development (All Rights) Acres
	Gross Vertical/ Wellbore Only Acres
	Net Vertical/ Wellbore Only Acres

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 








Page 4 of 4