star_ex1072.htm


EXHIBIT 10.7.2


 



	TEXON L.P.	Purchase Amendment
	 	 
	 	 
	March 2, 2011	VIA FAX: (210) 999-5401
	 	 
	
Mike Pawelek


Impetro Operating LLC


300 E Sonterra Blvd. Suite 1220


San Antonio, TX 78258

	
Re: Texon Agreement No. CPE6822


Amendment No. 19


Customer Ref. No.


Various Texas Leases - See Exhibit


	 	 





 


This Agreement shall serve to amend the above referenced contract and amendments thereto, if any, between Texon L.P. ("Buyer") and Impetro Operating LLC ("Seller"). The following Special Provisions reflect the original terms and are updated to include the item(s) amended herein and all prior amendments, if any. Items amended by this Agreement are described below. These updated Special Provisions and Texon L.P.'s General Provisions (Revision 4/10) constitute the entire agreement (the "Agreement") between the parties. Where the General Provisions are inconsistent with the below Special Provisions, these Special Provisions shall apply. Failure to notify Texon L.P. of your disagreement with the terms as presented herein by the sooner of five (5) business days, or the scheduling or movement of product, shall be deemed your agreement that the terms presented herein accurately reflect the understanding of the parties hereto.


 


ITEMS      Price: Amended Price as described in the Exhibits "A" and "B" attached hereto effective February 1, 2011.


 


AMENDED



 








SPECIAL PROVISIONS 







 





	QUALITY	Gulf Coast Mix crude oil





 



	
QUANTITY

	
Equal to Seller's owned or controlled oil/condensate production from the properties/leases described in the Exhibits "A" and ''B" attached hereto.







 



	
PRICE

	
The average of Enterprise's posted price for West Texas Intermediate crude oil for the calendar month, deemed 40.0 API gravity, plus the average of Argus's P-Plus for the trading month, less an adjustment per barrel as described in the Exhibits "A" and "B" attached hereto.


 



Effective January 1, 2011 through December 31, 2011 the P-Plus value shall be fixed at $2.80 per barrel.


 


In the event that the transportation cost and/or tariff changes during the term of this Agreement, Buyer reserves the right to revise the contract accordingly.


 


Delivered into Buyer designated carriers from the properties/leases described in the Exhibits "A" and "B" attached hereto.









 



	
DELIVERY

	
January 1, 2011 through December 31, 2011 and continuing month to month thereafter unless either party cancels with thirty (30) days prior written notice. Cancellation shall become effective on the first day of the month following such notice period.







 



	
TERM

	
EXHIBIT "A": Buyer shall pay Seller or its designee 100% of the amount due for crude oil purchased hereunder, excluding all applicable taxes, by wire transfer on the 20th day of the month following the month of delivery.


 


(See paragraph 3 of the General Provisions attached hereto.)







 




  





1











  






 



	
PAYMENT

	
Buyer shall deduct from amounts due Seller all applicable taxes and shall remit such taxes on Seller's behalf when due. Seller or its designee shall make all revenue distribution payments to all royalty interest owners and any and all other persons who may have a right, title, interest, or claim to any part of the payments made by Buyer to Seller hereunder, SELLER AGREES TO PROTECT, INDEMNIFY AND HOLD BUYER HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, COSTS, ATTORNEY'S FEES, EXPENSES OR LIABILITY OF ANY NATURE WHICH BUYER MAY SUFFER BY REASON OF BUYER MAKING PAYMENTS AS HEREIN PROVIDED AS WELL AS ANY AND ALL PAYMENTS MADE BY BUYER TO ANY OTHER THIRD PARTY BASED ON ALLOCATION OR ANY OTHER INFORMATIONOF WHATEVER KIND OR SOURCE THAT MAY BE PROVIDED TO BUYER FROM SELLER. 

 


EXHIBIT "B": Buyer shall pay Seller or its designee their proportionate share of the revenue from crude oil purchased hereunder, excluding all applicable taxes, by wire transfer on the 20th day of the month following the month of delivery. (See paragraph 3 of the General Provisions attached hereto.)


 


Buyer shall deduct from amounts due Seller all applicable taxes and shall remit such taxes on Seller's behalf when due, and make all revenue distributions by check on the 20th day of the month following the month of production (see paragraph 3 of the General Provisions attached hereto) based on ownership data provided to Buyer bySeller. SELLER WARRANTS THAT THE TITLE OR OWNERSHIP DATA PROVIDED TO BUYER IS ACCURATE AND COMPLETE AND AGREES TO PROTECT, INDEMNIFY AND HOLD BUYER HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, COSTS, ATTORNEY'S FEES, EXPENSES OR LIABILITY OF ANY NATURE WHICH BUYER MAY SUFFER BY REASON OF BUYER MAKING PAYMENTS OR REMITTANCE OF TAXES AS HEREIN PROVIDED AS WELL AS ANY AND ALL PAYMENTS MADE BY BUYER TO ANY OTHER THIRD PARTY BASED ON ALLOCATION OR ANY OTHER INFORMATION OF WHATEVER KIND OR SOURCE THAT MAY BE PROVIDED TO BUYER FROM SELLER.









 


W. K. Jones


Sr. Vice President, Crude Oil J


 





 




  





2











  






 



	
EXHIBIT A

	
Texon L.P. Contract Number: CPE 682Z


Amendment Number: 19.000











 



	
LEASE NAME

	
FIELD

	
COUNTY

	
STATE

	
ADJUSTMENT

	
FUTURE EFFECTIVE DATE


	
Tyra 1

	 	
Bastrop

	
TX

	
(2,510000)

	 
	
Tyra 2

	 	
Bastrop

	
TX

	
(2.510000)

	 
	
Wachsmann

	 	
Bastrop

	
TX

	
(2.510000)

	 
	
Webb 1

	 	
Bastrop

	
TX

	
(2.510000)

	 
	
McPhaul 1

	
Giddings

	
Bastrop

	
TX

	
(2.510000)

	 
	
Black No. 1

	
Giddings (Buda)

	
Bastrop

	
TX

	
(2.510000)

	 
	
Graeco 1

	
Wildcat

	
Bastrop

	
TX

	
(7.000000)

	 
	
Steinbach 1

	
Wildcat

	
Bastrop

	
TX

	
(2.510000)

	 
	
Cheree

	
Kurten (Buda)

	
Brazos

	
TX

	
(2.510000)

	 
	
Claude Brocksmith 1

	
Kurten (Buda)

	
Brazos

	
TX

	
(2.510000)

	 
	
A.M. Williams 1 (RRC19489)

	
Kurten (Woodbine)

	
Brazos

	
TX

	
(2.510000)

	 
	
A,M. Williams 2 (RRC23931)

	
Kurten (Woodbine)

	
Brazos

	
TX

	
(2.510000)

	 
	
Milton Kurten

	
Kurten (Woodbine)

	
Brazos

	
TX

	
(2.510000)

	 
	
Younger, J.E. Unit 1

	
Kurten (Woodbine)

	
Brazos

	
TX

	
(2.510000)

	 
	
Scarmardo

	 	
Burleson

	
TX

	
(4.800000)

	 
	
Scarmardo-Marylinda

	 	
Burleson

	
TX

	
(4.800000)

	 
	
Exacta (152854)

	
Giddings (Austin Chalk, Gas)

	
Burleson

	
TX

	
(4.800000)

	 
	
Helen Jackson 1H

	
Giddings (Austin Chalk, Gas)

	
Burleson

	
TX

	
(4.800000)

	 
	
Susie 1

	
Giddings (Austin Chalk - 3)

	
Fayette

	
TX

	
(4.800000)

	 
	
Susie 2H (24883)

	
Giddings (Austin Chalk - 3)

	
Fayette

	
TX

	
(4.800000)

	 
	
Bernshausen Unit (21405)

	
Giddings (Austin Chalk- 3)

	
Fayette

	
TX

	
(4.800000)

	 
	
Ellisar B 2 (22658)

	
Giddings (Austin Chalk- 3)

	
Fayette

	
TX

	
(4.800000)

	 
	
Alford (06829)

	
Peach Creek (A-C)

	
Gonzales

	
TX

	
(2.510000)

	 
	
Becker Altmann

	
Giddings

	
Lee

	
TX

	
(4.800000)

	 
	
Lonie Mae 1-H RE (14106)

	
Giddings (Austin Chalk- 3)

	
Lee

	
TX

	
(4.800000)

	 
	
Durrenberger 1 (22699)

	
Giddings (Austin chalk- 3)

	
Lee

	
TX

	
(4.800000)

	 
	
Krause A

	
Giddings (Austin Chalk- 3)

	
Lee

	
TX

	
(4.800000)

	 
	
R.W. Noack 1

	
Wildcat

	
Lee

	
TX

	
(4.800000)

	 







 




  





3











  






 




	
EXHIBIT B

	 	

Texon L.P. Contract Number: CPE 6822


Amendment Number: 19.000














 





	

LEASE NAME

	

FIELD

	

COUNTY

	

STATE

	

ADJUSTMENT

	

FUTURE EFFECTIVE DATE


	 	 	 	 	 	 
	
Maggie 1

	
Giddings (buda)

	
Bastrop

	
TX

	
(2.510000)

	 
	
Kehlenbrink, R.

	
Kurten (Woodbine)

	
Brazos

	
TX

	
(2.510000)

	 
	
Hester Unit (23604)

	
Giddings (Austin Chalk-3)

	
Burleson

	
TX

	
(4.800000)

	 
	
McFarland-McFarland Unit (RRC20773)

	
Giddings (Austin Chalk-3)

	
Burleson

	
TX

	
(4.800000)

	 
	
Rubach, Lydia (RRC20634)

	
Giddings (Austin Chalk-3)

	
Burleson

	
TX

	
(4.800000)

	 
	
T-0 (13308)

	
Giddings (Austin Chalk-3)

	
Burleson

	
TX

	
(4.800000)

	 
	
Petrich-Lorenz

	
Fayette Stephanie (Wilcox)

	
Fayette

	
TX

	
(4.800000)

	 
	
Atlanta Hatfield (14599)

	
Giddings (Austin Chalk3)

	
Fayette

	
TX

	
(4.800000)

	 
	
Angell 1H (23183)

	
Giddings (Austin Chalk)

	
Fayette

	
TX

	
(4.800000)

	 
	
Victor Elias

	
Giddings (Austin Chalk) Field

	
Fayette

	
TX

	
(4.800000)

	 
	
Elo 3

	
Giddings (Austin Chalk, Gas)

	
Fayette

	
TX

	
(4.800000)

	 
	
Majestic-Trousdale

	
Giddings (Austin Chalk-3)

	
Fayette

	
TX

	
(4,800000)

	 
	
Dernehl (21260)

	
Stephanie (Wilcox)

	
Fayette

	
TX

	
(4.800000)

	 
	
E.1 Canaan

	 	
Lee

	
TX

	
(4.800000)

	 
	
Noack Menzel 1

	 	
Lee

	
TX

	
(4.800000)

	 
	
Linda Jones 1 (19060)

	
Giddings (Austin Chalk-3)

	
Lee

	
TX

	
(4.800000)

	 
	
R. King (12585)

	
Giddings (Austin Chalk-3)

	
Lee

	
TX

	
(4.800000)

	 
	
Kimberly 1

	
Giddings (Austin Chalk, Gas)

	
Lee

	
TX

	
(4.800000)

	 
	
Fred Becker 1H

	
Giddings (Austin Chalk-3)

	
Lee

	
TX

	
(4.800000)

	 
	
Kleiber

	
Giddings (Austin Chalk-3)

	
Lee

	
TX

	
(4.800000)

	 
	
Koehler Unit (13802)

	
Giddings (Austin Chalk-3)

	
Lee

	
TX

	
(4.800000)

	 
	
Mary Zona Unit 1RE

	
Giddings (Austin Chalk-3)

	
Lee

	
TX

	
(4.800000)

	 
	
Minnie Unit (15883)

	
Giddings (Austin Chalk-3)

	
Lee

	
TX

	
(4.800000)

	 
	
Willie Zoch (13096)

	
Giddings (Austin Chalk-3)

	
Lee

	
TX

	
(4.800000)

	 
	
Zoch-Noack Unit (RRC No. 13818)

	
Giddings (Austin Chalk-3)

	
Lee

	
TX

	
(4.800000)

	 





 




  





4











  







 



	EXHIBIT B	 	

Texon L.P. Contract Number: CPE 6822




Amendment Number: 19.000





















 



	

LEASE NAME

	

FIELD

	

COUNTY

	

STATE

	

ADJUSTMENT

	

FUTURE EFFECTIVE DATE


	 	 	 	 	 	 
	
Herklotz-Kruemcke (548201)

	
Kruemcke (Wilcox)

	
Lee

	
TX

	
(4.800000)

	 



 


 


 


 


 



5