January 21, 1991

Minerals Management Sarvlca Adjudication Uni t , MS 5421 1201 El wood Park Boulevard New Orieene, LA. 70123-2394

Attention: Me. Mer/ H. Holmes

Ref: OCS-Q 5699 Main Paee Block 138 Offehore, Louisiana

Gentl* in:

We are nerew1th enclosing an Assignment of Overriding Royalty interest, with the request that 1t bw filed in the records essoclated with OCS-Q 5699, Main Paee Block 138, Offehore Louielane. A second copy of the assignment 1s Included with our reauest that thie copy be stamped and returned to the under­aigned.

Encloeed 1e Check • 3292 in the amount of $25.00 to cover the filing fee.

Your aaa1 stance 1s appreciated.

BiBEIVEQ

JAN 241991

Very truly yours.

John P. Jones 6515 E. 103rd. S t . 8 . Tulea, OK. 74133

lOmYjai

Main Pass Block 138

ASSIGNMENT OP OVERRIDIMG ROYALTY INTEREST

KNOW ALL MEN BY THESE PRESENTS:

THAT, the undersigned, S & W ENERGY, INC., an Oklahoma Corporation, vlth offices at 2250 East 73rd Street, Suite 470, Tulsa, Oklahoma, 74136, hereinafter referred to as "Assignor", in consideration of the SUB of One Dollar ($1.00) and other good and valuable considerations, receipt and full sufficiency of vhich i s hereby acknowledged, does hereby s e l l , assign, transfer and set over unto:

J. P. JONES and M. A. JONES Individuals !\ 0. Box 489 Jenks, Oklahoma 74037

hereinafter referred to as "Assignees", an Overriding Royalty Interest of .015000 of Assignor's Gross Interest (being 12.53) covering a l l o i l , gas and casinghead gas produced, saved and marketed frum the Oil and Gas Lease, or extensions or renewals thereof covering land as described on Exhibit "A", attached hereto and made a part hereof.

Said Overriding Royalty Interest herein assigned shall be free and clear of all drilling, developing and oparatlng costs and expenses excepting taxes that msy be applicable thereto, and shali be over, above and in addition to any previously reserved or conveyed overriding royalty interests.

IN WITNESS WHEREOF, the Assignor has caused this Assignment of Over­riding Royalty Interest to be executed this 1st day of June , 1989, but effsctive as of November 1st . 19 88 .

ATTEST: S ft W ENERGY, INC.

STATE OP OKLAHOMA ) ) SS:

COUNTY OF TDLSA )

On this 1st day of June , 19 89 . before me a Notary Public, in and for said County and State, came the above named J. P. JONES who is personally known to me to be the identical person whose name ls affixed to tne above instrument as Vice President of s & W ENERGY, INC., an Oklahoma Corporation, and he acknowledged that he executed the above Instrument as his free and voluntary act and deed of the Corporation for the purposes therein set forth.

WITNESS ny hand and official seal on the day and year last above written.

My Commission Expires: 7/10/90

EXHIBIT "A"

Attached to and made a part of that certain Assignment of Overriding Royalty Interest dated June 1st , 19 89 by and between S & W ENERGY, INC., as Assignor and J. P. JONES AND M. A. JONES. Individuals, as Assignees, covering the following described lease.

LEASE NO. OCS-G 5699. effective July 1, 1983, executed by the united States of America, as Lessor, in favor of Amerada Hess Corporation aad Transco Exploration Company, ae Lessees, and covering a l l of Block 138, faain Pass Area, OCS Leasing Map, Louisiana Map No. 10.

R E C E I V E D

JAN 241991

H M E R R D R H E S S C O R P O R R T I O N

HAND DELIVERED >201 LOUIS IANA. S U I T S 7 0 0

H O U S T O N . T E X A S 7 7 0 0 2 - S 6 S I

September 1, 1989

Minerals Management Service 1201 Elswood Park Boulevard New Orleans, LA 70123-2394

Attention: Adjudication Unit. LE-3-1

RE: Assignment of overriding (loyalty Interest OCS-G 5699 Main Pass Ares, Block 138 Central Gulf of Mexico

Gentlemen:

Please place In your records for OCS-G 5699 a copy of this letter and the enclosed three (3) original Assignments of Overriding Royalty Interest, effective January 1, 1989, froa TXP Operating Company as Assignor to Amerada Hess Corporation ts Assignee.

Hs have enclosed Amerada Hess Corporation's check In the amount of $25.00 to cover the filing fee.

Please refer to your New Orleans Miscellaneous File No. 059 for Amerada Hess Corporation and File No. 800 for TXP Operating Company, for documents qualifying said parties to hold leases on the Outer Continental Shelf In the Gulf of Mexico.

Very truly yours.

J . Y. Christopher Attorney-1 n- Fac t SEP1 1989 JYC:HD:241 Mherah Management Servict

Leasing a Environment Enclosures

[ (OCS-G 5699) Main Pass Block 138]

ASglGNMSirr AND BILL OP BALE

(OVSRRIDING ROYALTY INTEREST)

THIS ASSIGNMENT AND BILL OF SALE (OVERRIDING ROYALTY INYEREST) ("Assignment") i s froa TXP OPERATING COMPANY (herein called "Assignor"), a Texas limited partnership conducting business in the State of Texas under euch name and conducting business in the State of Loulaiana under the nasa of "TXP OPERATING COMPANY, a Limited Partnership," whose address is 2800 Post Oak Boulevard, Houston, Texas 77056, acting herein by and through Transco Exploration Company, its Managing General Partner, to AMERADA HESS CORPORATION, a Delaware corporation (hereinafter called "Asaignee"), with an office located at 1201 Louisiana Street, Suite 700, Houeton, Texas 77002-5681.

W I T N E S S E T H :

Assignor, for One Hundred and No/100 Dollara ($100.00) and other valuable consideration tc Assignor cash in hand paid by Assignee, the receipt and the sufficiency of which are hereby acknowledged and confessed, by theee presents does hereby GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER AND DELIVER unto Assignee all of the following described properties and assets (collectively, the "Purchased Properties"), to-wit:

(a) All of Assignor's undivided interest in a l l overriding royalty interests in a l l oil, gas and other minerals produced and sold from the oil and gaa lease described in Exhibit "A" attached hereto, including without limitation the specific overriding royalty interest deecribed in Exhibit "A", and a l l other rights, t i t l e e and interests in ard to or under or by virtue of said oil end gas lease which Assignor is entitled to receive by reason of eny participation, joint venture or farmin or other agreement (the "Subject interests"), together with a l l other rights, titles, claims and interests of Assignor in and to a l l depthe in the la ide or water bottoms covered by the Subject Interests (the "Lands") j

(b) All right, t i t l e and intereet of Assignor in and to or derived from the following:

(i) all unitiaation, communitization and pooling desig­nations, declarations, agreements and orders covering

R E C E I V E D "Hydrocarbons" (as used in thia Assignment, "Hydro-* *" ' ' carbons" means and includes crude o i l , natural qas,

1 icon casinghead gas, condensate, sulphur, natural gas liquids Str 1 Wo* and other liquid or gaseous hydrocarbons [including

carbon dioxide], and a l l other minerals of every kind and gaafassftt $*vfc%haracter which may be covered by cr included in the

UsjmMetavtamsmst subject Interests) in or under the Lands or any portion

thereof, end the unite and pooled or conmunitixed areaa created thereby i

( i i ) a l l easements, rights-of-way, surface leaser., permits, licensee, servitudes or other Interests pe-rtr^ning to the Subject Interests or the Lands or used or useful, or held for future use, in connection with the Subject Interests or the Lands or the treatment, storage or transportation of Hydrocarbons therefrom or attributable thereto;

( l i t ) a l l platforms, tenplatee, welle, tanks, vessels, gather­ing l ines , eeparating f a c i l i t i e s , pipelines, buildings, structures, improvements, warehouses, processing plants, shore baee f a c i l i t i e s , f ixtures, inventory (including, without l in i ta t ion , a l l tubular and dr i l l ing supplies), water l inns , gaa linee, machinery, processing syeteme, power l inee , telephone and telegraph f a c i l i t i e s , com­munication and transmission towers and f a c i l i t i e s , onshore and offahore docking and service f a c i l i t i e s and warehouses, a i r service f a c i l i t i e s , helicopter pads and f a c i l i t i e s , vehicles, marine equipment, computers, office equipment and other property (whether movable or immovable, rea l or personal, or mixed), and a l l appurtenances thereto and leases, licenses, permite and servitudee in connection therewith, which ae of January 1, 1989, at 7:00 a.m. Central Standard Time, or at any time thereafter (a) are located in, on or under the Lands or any psr t thereof, (b) directly serve the Subject

ntereste or the Lands, or (c) are ueed or useful and necessary in connection with the continued operation of the Subject Intereats or the Lands in the eame manner aa previously conducted by Aaaignor, or are held for use in connection with the Subject Interests or the Lands, the exploration, development or operation of the Subject Interests or the Lands, or the production, treatment, atorage, compression, processing, or marketing of Hydrocarbons attributable to or produced from the Subject Interests or the Lands; and

(iv) a l l Hydrocarbon sales, purchase, exchange and processing contracts snd agreements, farmout or farmin agreements, joint opersting agreements and a l l other contracts and agreevents insofar as the eame affect or relate to Subject Intereata or the Lands.

TO HAVE AND TO HOLD the Purchased Properties unto Assignee, i t s successors and assigns, forever, ato ject , however, to the matters set forth bslow.

1. This Assignment i s made without warranty, express or implied, except es set forth in, and without l imiting, negating,

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or disclaiming any provisions referred to or Identified in, that certain General Conveyance, Assignment and B i l l of Sale from TXP Operating Company and Transco Exploration Company to Amerada Hess Corporation, executed this date (the "General Conveyance").

2. To the extent the same are transferable and do not constitute or relate to "Excluded Assete" (as defined in the General Conveyance), (i) Assignor hereby transfers and assigns unto Assignee, its successors and assigns, a l l of Assignor's righto under and by virtue of a l l co /ananta and warranties pertaining to the Purchased Properties, express or implied (including, without limitation, t i t l e warranties and manufacturers', suppliers' and contractors' warranties), which have heretofore been made by any ot Assignor's predecessors in t i t l e (except any "Aaaignor'a Affiliate," ae hereinafter defined), or by any third party manufacturers, suppliers and contractors (except any "Assignor's Affiliate") (the "Prior Covenants and Warranties"), and (ii ) this Assignment ie made with full substitution and subrogation of Assignee, its successors and aas igns, in and to and under and by virtue of the Prior Covenants and Warrantiee and with full subrogation to a l l riqhta accruing under the statutes of limitation, prescription and repose under the lawe of the applicable jurisdictions in relation to the Purchased Properties and all causes of action, righte of action or warranty o2 Assignor against all former owners of the Purchased Properties except any "Assignor's Affiliate." As used herein, "Assignor's Affiliate" means Transco Energy Company? Transcontinental Production Company; Transcontinental Gae Pipe Line Corporation; Transco Exploration Partners, Ltd.; and any "Affiliate" (meaning any natural person, corporation, general partnership or limited partnership I whether currently existing or previously dissolved, merged, modified or terminated] which as of the date of execution hereof or as of any date in the past directly or indirectly controle or is controlled by or is under common control with the entity specified) of Assignor or of any of the aforenamed companies, or any entity which ves an "Affiliate" of Assignor or any of the aforenaaed companies; provided, however, thst the tera "Assignor's Affiliate" shall not include any Affiliate during the period of time such Affiliate did not directly or indirectly control or was not controlled by or was not under eoaaon control with Assignor or any of the aforenaaed companies, or any entity which waa an "Affiliate" of Assignor or sny of the aforenaaed companies.

3. As used in thie paragraph 3, "Prior Binding Agreements" meana any and a l l valid, subsisting and enforceable joint operating agreements, joint development agreements and farmout agreements burdening the Subject Interests, and the terms of any and a i l prior assignments of the Subject Intereete, which require that an assignee of the Subject Intereets must expressly assume any of the terms of the particular instruments. To the extent so required under any and a l l Prior Binding Agreements, Assignee hereby assumes

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such terms* provided, however, sueh assumptions are and shall be solely for the purpose of complying with the requirements of such Prior Binding Agreements for the benefit of third parties and shall not in any way amend, alter or modify the respective assumptions, covenants, rights, dutiee and obligations among the parties hereto, which ahali control as among the parties hereto.

4. Without limiting, disclaiming, or negating Assignee's rights as provided, identified, or referred to in the General Conveyance, (a) the personal property, equipment, fixtures, improvements and appurtenances constituting a portion of the Purchased Properties are assigned to Assignee "AS IS, WHERE IS", and without any warranty or representation of any kind or character, express or implied, and (b) WITHOUT LIMITATION OF THE GENERALITY OF THB IMMEDIATELY PRECEDING CLAUSE (a), ASSIGNOR EXPRESSLY DISCLAIMS AND NEGATES AS TO SUCH PERSONAL PROPERTY, EQUIPMENT, FIXTURES, IMPROVEMENTS AND APPURTENANCES (i) ANY IMPLIED OR EXPRESSED WARRANTY OF MERCHANTABILITY OR QUALITY, (ii) AMY IMPLIED OR EXPRBSS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AMD (iii) ANY IMPLIED OR EXPRESS WARRANTY AS TO CONDITION.

5. This Assignment i s made and accepted eubject to the approval of the applicable governmental authority and to the terms of such approval i f and to the extent reguired by law.

6. All of the terms and provisions hereof ehall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

7. This Assignment i s being executed in multiple original copies.

8. This Assignment of the Subject Interests shall be effective as of January 1, 1989, at 7:00 a.m. Central Standard Time (the "Effective Time"). This Assignment shall be effective as to each other item of or interest in the Purchased Properties as of the Effective Time unless a different date or dates are expressly provided above in connection therewith, in which case this Assignment shall bs effective as to that respective item or interest as of such date or dates specified.

IN WITNESS WHEREOF, th* pa A a s i p a t n t to ba executed on t h i s ME? t h i s

1989.

TXP OPERAT

Exploration Company, r a l Pari

later Senior Vice President

7r WITNESSES AMERADA HESS CORPORATION

Attorney-in-Fact

Signature page to Assignment and B i l l of Sale from TXP Operating Coapeny to Amerada Hess Corporation.

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THS STATE OP TEXAS I f

COUNTY OP HARRIS f BE IT REMEMBERED, that Z, the undersigned, a Notary Public

duly qualified, commissioned, sworn and acting in and for tha Stata of Texas, hereby cer t i fy that, on this 'Tufr day of

, 1989, thare appeared before ae. Wade S. McAlister, Senior' Vice Preeident of TRANSCO EXPLORATION COMPANY, a Delaware Corporation, ae Managing General Partner of TXP OPERATING COMPANY, e Texas l i s l ted partnership, whose address i s 2800 Post Oak Boulevard, Houston, Texas 77056.

(Louisiana)

On this day, before se, the undersigned Notary Public in and f o r said State, personally appeared the above named person, to se personally known, who, being by se duly sworn, did say that he i s ths designated o f f i c e r of said corporation, the Managing General Partner of said limited partnership, a Texas limited partnership registered as a foreign limited partnership in Louisiana, and the above named person acknowledged that the instrument was eigned on behalf of the corporation by authority of i t s Beard of Directors i n i t s capacity as Managing General Partner of the aforesaid partnership and the above named person acknowledged the instrument to be the free act end deed of the partnership.

(Texas)

Thia instrument wae acknowledged before me on thie day, by the •how named person as the deaignated off icer, on behalf of said corporation, as Managing General Partner of said limited partnership on behalf of said limited partnership.

IN WITNESS WHEREOF, I have hereunto set my hand and o f f i c i a l s s s l i s the City of Houston, County of Harris and State of Texas, t h i s 'XflA day of fyfif\)SV , 1989.

f^im Notary Public in and for The State of Texae

Printed Name of Notary Public

My Commission Expires:

I

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THE STATE OF TEXAS f I

COUNTY OF ARRIS | BE IT REMEMBERED, that I , tha undersigned, a Notary Public

duly qualified, coral nsi on ed, sworn and acting in and for the State of Texas, hereby cert i fy that, on thie ^ftft* day of

fWMhln 1989, there appeared before me, Ronald D. Christie', Attorney-in-Fact of AMERADA HESS CORPORATION, a Delaware corporation, whose address i s 1201 Louisiana Street, Suite 700, Houston, Texae 77002-5681.

(Louisiana)

On this dsy, before me, the undersigned Notary Public in and for said State, pereonaily appeared the above named pereon, to me known to be the pereon described in and who executed the foregoing instrument ae Attorney-in-Fact for aaid corporation, and acknowledged chat he executed the same on behalf of said corporation, and ae the free act and deed of said corporation-

(Tsxas)

This instrument waa acknowledged before ve on this day by the above named person as attorney-in-fact on behalf of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and o f f i c i a l mesl in the City of Houston, County of Harris and State of Texas, t h i s JSf i io day of J Y ^ J , 1989.

»ry Publifc'in i # ^ V . - i ^ < ? ' \ Notary Publ i t ' i n and for •>? V V yT\ \ The State of Texas

i r ̂ \ ..v* / a Printed Name of Notary Public

\^N"'2Q \C-> 4? *y c o ™ i 8 s i o n expires:

\h««500\ov»rid.2

EXHIBIT A To Assignment and B i l l

of Sale

Those certain overriding royalty interests reserved by TXP

Operating Company and created by reservation in an assignment dated

effective October 1, 1988, from TXP Operating Company and Amerada

Hess Corporation to Enaource, Inc., Seagull Enargy E & P Inc.,

Southwestern Energy Production company, Saw Energy, Inc. and Nancy

C. M"Gee said instrument being on file in the records of the

Miners!* Management Service, Gulf of Mexico, OCS Region, INSOFAR

only aa the same covers the following described oil and gas lease,

which is described by reference to the official lease number or

serial number, the date thereof, the lessor, tho lessee(s) and the

description of lands or water bottoms aa contained therein The

reference to epecifled maps in connection with the description of

lands or water bottoms i s taken fron the description in the oil and

gas lease itself.

Serial No.: OCS-G 5699

Dated: Effective July 1, 1983

Lessor: United States of America

Lessee(si: Amerada Hess Corporation and Transco Explorit.ion Company

Description: All of Block 138, Main Pass Area, OCS Leasing Map, Louisiana Map No. 10, containing 4,594.55 acres, more or less.

(0.R.R.I)