HomeMy WebLinkAboutResolution - 2011-R0247 - Amend Groundwater Supply Agreement & Approve Construction Cost - CRMWA - 06_09_2011Resolution No. 2011-R0247
June 9, 2011
Item No. 5.9
A RESOLUTION BY THE CITY OF LUBBOCK, TEXAS,
AUTHORIZING PARTICIPATION IN THE AMOUNT OF
PROJECT CONSTRUCTION COSTS FOR THE CANADIAN
RIVER MUNICIPAL WATER AUTHORITY AND THE
APPROVAL OF AN AMENDMENT TO THE CITY'S
CONJUNCTIVE USE GROUNDWATER SUPPLY AGREEMENT
WITH THE CANADIAN RIVER MUNICIPAL WATER
AUTHORITY
WHEREAS, the City of Lubbock, Texas (the "City") has entered into that certain
Agreement for the Purchase and Acquisition of Conjunctive Use Groundwater Supply
(the "Agreement") entered into as of May 15, 1996, as amended, with the Canadian River
Municipal Water Authority (the "Authority"); and
!I WHEREAS, the Authority has entered similar agreements with each of the other
cities that are members of the Authority (the "Member Cities"); and
WHEREAS, the Authority issued and has outstanding its Canadian River
Municipal Water Authority Contract Revenue Bonds, Series 2005 (Conjunctive Use
Groundwater Supply Project); Canadian River Municipal Water Authority Contract
Revenue Refunding Bonds, Series 2005 (Conjunctive Use Groundwater Supply Project);
Canadian River Municipal Water Authority Contract Revenue Bonds, Series 2006
(Conjunctive Use Groundwater Supply Project); Canadian River Municipal Water
Authority Contract Revenue Bonds, Series 2009 (Conjunctive Use Groundwater Supply
Project); and Canadian River Municipal Water Authority Contract Revenue Refunding
Bonds, Series 2010 (Conjunctive Use Groundwater Supply Project); and
WHEREAS, the Agreement requires certain notice requirements before the
Authority may issue Additional Bonds, as defined in the Agreement; and
WHEREAS, the Authority has given notice, as required under the Agreement,
that it needs to issue an amount not to exceed $94,275,000 in Additional Bonds for the
acquisition of Additional Water Rights for the Conjunctive Use Groundwater Supply
Project (the "Project"); and
WHEREAS, the additional amount needed in Project Construction Costs,
exclusive of Financing Costs, is $93,000,000; and
WHEREAS, to reduce the amount of bonds to be issued, the City agrees to the
Authority's issuance of bonds as Subordinate Lien Bonds to eliminate the need of a
reserve fund; and
WHEREAS, the City agrees that the Additional Water Rights should be acquired,
and a total par amount for the Canadian River Municipal Water Authority Subordinate
Lien Contract Revenue Bonds, Series 2011 (Conjunctive Use Groundwater Supply
Project) should be issued for such purpose in a principal amount not to exceed
$94,275,000 (the "Series 2011 Bonds"); and
WHEREAS, the City agrees that the Authority may issue the Series 2011 Bonds
on or after July 15, 2011.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK,
TEXAS:
SECTION 1. That the City agrees that the proposed total amount of Project
Construction Costs for the acquisition of Additional Water Rights, exclusive of Financing
Costs, should not exceed $93,000,000, and a total par amount for the Canadian River
Municipal Water Authority Subordinate Lien Contract Revenue Bonds, Series 2011
(Conjunctive Use Groundwater Supply Project) should be issued for such purpose in a
principal amount not to exceed $94,275,000, with the Authority contributing the amount
necessary for the funding of the debt service reserve fund.
SECTION 2. That the City has received notice and waives the timing
requirement of Section 4.1 of the Agreement and agrees that the Authority may issue the
Series 2011 Bonds on or after July 15, 2011.
SECTION 3. That Amendment No. 5 to the Agreement for the Purchase and
Acquisition of Conjunctive Use Groundwater Supply is hereby approved.
SECTION 4. That the City Secretary be and is hereby authorized to deliver
certified copies of this Resolution and minutes pertaining to its adoption and Amendment
No. 5 to the Agreement for the Purchase and Acquisition of Conjunctive Use
Groundwater Supply to the Secretary of the Canadian River Municipal Water Authority
in such numbers as may be requested for said Authority's records and proceedings.
Passed by the City Council on June 9, 2011
TOMIAARTIN, MAYOR
ATTEST:
Reber Garza, City Secretary
APPROVED AS TO CONTENT:
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Marsha Reed, P.E., Chief Operations Officer
Andy B chain, Chief Financial Officer
APPROVE4 AS TO FORM:
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Chad Weaver, Assistant City Attomey
ccdocs/Lubbock Resolution 2011
May 26, 2011
Resolution No. 2011—RO247
AMENDMENT NO. 5
TO AGREEMENT FOR THE PURCHASE AND ACQUISITION
OF CONJUNCTIVE USE GROUNDWATER SUPPLY
This Amendment No. 5 to the Agreement Between the Canadian River Municipal
Water Authority and the City of Lubbock, Texas (the "Amendment") entered into to be
effective as of July 1, 2011, by and between the Canadian River Municipal Water
Authority (the "Authority") and the City of Lubbock (the "City") amends that certain
Agreement for the Purchase and Acquisition of Conjunctive Use Groundwater Supply
(the "Agreement") entered into as of May 15, 1996, as amended, between the Authority
and the City. Capitalized terms used in this Amendment and not otherwise defined shall
have the same meanings as set forth in the Agreement.
PREAMBLE
Pursuant to the Agreement, the Authority and the City, together with the other
Member Cities, have agreed to provide for the acquisition and financing of a Conjunctive
Use Groundwater Supply Project.
The Authority has with proceeds of revenue bonds acquired Water Rights to
provide for the current needs of the Member Cities. Because additional water supplies
will be needed by some of the Member Cities in the future, several of the Member Cities
have requested the Authority to continue to acquire further Additional Water Rights
(hereinafter termed the "Mesa Purchase" and "Additional Purchase") to provide for long
term future needs. Because certain of the Member Cities may not need the Additional
Water Rights, it is necessary to provide for a mechanism differing from those procedures
previously established for the Member Cities to allocate the cost of new Additional Water
Rights among those Member Cities who have expressed an anticipated future need for
additional water supplies and to provide a mechanism for a Member City that currently
does not anticipate future needs to be able to buy -in and obtain such Additional Water
Rights from the Mesa Purchase and the Additional Purchase at a later date up to its
Original Groundwater Share while being guaranteed the right to receive its Original
Groundwater Share without reduction in quantity. It is further intended to set forth a
procedure whereby those participating Member Cities who need to develop and utilize
water from the Additional Water Rights may do so without incurring additional obligations
by the non -participating Member Cities.
The cost of the Additional Water Rights to be approved by this Amendment is
approximately $93,000,000, and the Authority will issue its Contract Revenue Bonds,
Series 2011 (Conjunctive Use Groundwater Supply Project) for such purpose. Financing
Costs for such bonds are anticipated to be approximately $1,275,000 with no Reserve
Funds. Unless approved in writing by the City and each of the other Member Cities,
Project Construction Costs for the Contract Revenue Bonds, Series 2011 (Conjunctive
Use Groundwater Supply Project) may not exceed $94,275,000 (representing
approximately $93,000,000 in project costs and $1,275,000 in Financing Costs.
00530268;1
For and in consideration of the premises and the mutual covenants hereinafter
contained, and subject to the conditions herein set forth, the Authority and the City
hereby amend the Agreement as follows.
ARTICLE ONE
The declarations, determinations and findings declared, made and found in the
preamble to this Amendment No. 5 to the Agreement Between the Authority and the City
are hereby adopted, restated and made a part of the operative provisions hereof.
ARTICLE TWO
The Agreement is hereby amended to add a new Section 2.1.2 to read as
follows:
2.1.2 Mesa Purchase and Additional Purchase means the
Additional Water Rights acquired for the Project for future use acquired
with proceeds from Revenue Bonds issued after December 31, 2010.
ARTICLE THREE
Section 2.8 of the Agreement is hereby amended to read as follows:
2.8 Bond Reserve Fund means the fund established by the
Board for each series of Revenue Bonds issued as Parity Bonds and for
Revenue Bonds issued on a non -parity basis where the bond resolution
expressly provides for a Reserve Fund in accordance with Section 4.7 of
this Agreement.
ARTICLE FOUR
Section 2.11 of the Agreement is hereby amended to read as follows:
2.11 City's Share of Water Supply means the City's Share of
the water supply from the Project, which prior to the issuance of any
Revenue Bonds for the additional Water Rights, and such share after
such issuance shall be attached as an exhibit to this Agreement as
Exhibit "A" and referred to as the City's "Share of Total Groundwater
Supply." This percentage share shall not be adjusted or changed as a
result of the Mesa Purchase and Additional Purchase unless and until
future transmission lines and related infrastructure are developed to
produce and transport water from the Water Rights which will serve to
supply water only to the Member Cities who have participated in
financing the Mesa Purchase and the Additional Purchase. If such future
transmission lines and related infrastructure are constructed, the quantity
of water to be supplied to the non -participating Member Cities, subject to
physical availability, shall be unchanged and the percentage Share of
the Water Supply for all cities shall be adjusted to represent the City's
available quantity divided by the revised total available supply from the
Conjunctive Use Groundwater Supply Project; provided, however, the
00530268;1 2
quantity of water to non -participating Member Cities may be changed to
the extent the Maximum Developable Aqueduct Capacity is changed.
ARTICLE FIVE
The Agreement is hereby amended to add a new Section 2.11.0 to read as
follows:
2.11.0 City's Share of Aqueduct Capacity means the City's
Share of the water supply from project based on the limitations of the
Aqueduct. The City's Share of Maximum Developable Aqueduct
Capacity shall be attached as an exhibit to this Agreement as Exhibit "B."
ARTICLE SIX
The Agreement is hereby amended to add a new Section 2.23.1 to read as
follows:
2.23.1 Maximum Developable Aqueduct Capacity means the
total delivery capacity or capability of the Aqueduct for the Project which
prior to any future transmission lines and related infrastructure is 70
MGD or 108.30 CFS.
ARTICLE SEVEN
Section 4A.1(a) is amended to read to read as follows:
4A.1 Issuance of Revenue Bonds for Acquisition of
Additional Water Rights.
(a) For the first series of Revenue Bonds issued under this
Agreement after December 31, 2010 for the purpose of acquiring
Additional Water Rights, the notice and time provisions of Section 4.1
shall not apply. The Authority shall notify each Member City of the
projected Project Construction Costs, the amount of Project Construction
Costs that will be included in the proceeds of the Revenue Bonds, the
principal amount of Revenue Bonds to be issued. Each Member City
shall notify the Authority within thirty (30) days of its intent to participate
and the Authority shall calculate each City's Share of Project
Construction Costs, based on such participation and shall calculate the
new City's Share of Water Supply for each Member City following the
acquisition of the Additional Water Rights. The Authority shall provide
each Member City with a table showing the Original Groundwater Share
and the new City's Share of Water Supply allocation.
00530268;1 3
ARTICLE EIGHT
Section 4A.2(e) is revised to read as follows:
4A.2 Buy -In.
(e) (i) A Member City that did not originally elect to
participate may exercise the buy -in option for any amount up to its
Original Groundwater Share.
(ii) A Member City that did not originally elect to
participate may exercise the buy -in option for any amount up to its
Original Total Share of Groundwater Supply.
ARTICLE NINE
Section 4A.3 is revised in its entirety to read as follows:
4A.3 Development Beyond the Maximum Developable
Aqueduct Capacity. Infrastucture development beyond Maximum
Developable Aqueduct Capacity will be at the request of Member Cities
who participated in the purchase of the Mesa Purchase and the
Additional Purchase and where such participation represents more than
50% of such Additional Water Rights from the Mesa Purchase and
Additional Purchase. Member Cities electing to participate in this
infrastructure development will be responsible for payment of all resulting
costs of the development including production facilities and
transportation facilities so that Member Cities not electing to participate
in infrastructure development will not bear any of the development costs.
When infrastructure is built beyond the Maximum Developable Aqueduct
Capacity, Member City Share of Total Groundwater Supply and Share of
Aqueduct Capacity shall be determined by the ratio of each City's
investment to the total investment in the overall groundwater project, as
reflected in a revised Exhibit "A". Each Member City will continue to
have its City's Share of Operation and Maintenance Expense calculated
in accord with the Manual on the basis of such Member City's adjusted
City Share of Water Supply and actual water deliveries.
ARTICLE TEN
Section 4.3 of the Agreement is hereby amended to read as follows:
4.3 Establishment of Funds and Flow of Funds. For each
series of Revenue Bonds equally and ratably secured from the same
source of Project Payments from the same group of Member Cities, the
following special funds shall be established and maintained by the
Authority at an official depository bank of the Authority as provided in the
Bond Documents, and must be kept separate and apart from all other
funds and accounts of the Authority, including other issues of Revenue
Bonds (except for Parity Bonds) issued under the Agreement; and shall
00530268;1 4
be secured in accordance with the Laws of the State of Texas so long as
any of the Revenue Bonds or any additional obligations or interest
thereon are outstanding unpaid:
Project Payment Fund
Construction Fund
Interest and Sinking Fund
Bond Reserve Fund, if any
ARTICLE ELEVEN
Section 4.7 of the Agreement is hereby amended to read as follows:
4.7 Bond Reserve Fund. The Authority shall establish a
"Bond Reserve Fund" for each series of Revenue Bonds issued as Parity
Bonds on or before the Revenue Bond Funding Date. Revenue Bonds
issued on a non -parity basis may have a Reserve Fund only if a Reserve
Fund is specified in the bond resolution authorizing such bonds.
Concurrently with the delivery of the Parity Bonds to the initial
purchasers thereof, the Authority shall transfer to the Bond Reserve
Fund for that series of Revenue Bonds, which are issued as Parity
Bonds, an amount not to exceed the least of (i) ten percent of the par
amount of the Parity Bonds, (ii) the maximum annual principal and
interest requirements on the Parity Bonds, or (iii) 125 percent of the
average annual principal and interest requirements on the Parity Bonds
from the proceeds of the sale of the Parity Bonds; provided, however,
the Bond Reserve Funds of all Outstanding Parity Bonds may be
considered in the aggregate in meeting this requirement. Such amount
shall never exceed the legally allowed amount permitted by Section
148(d) of the Internal Revenue Code of 1986, as amended. When and
so long as the Bond Reserve Fund contains the legally authorized
amount, no further payments need be made therein. But in the event it
becomes necessary to withdraw money from the Bond Reserve Fund to
prevent a default in the payment of principal of or interest on the Parity
Bonds, the Authority shall begin monthly transfers of funds from the
Project Payment Fund into the Bond Revenue Fund on the fifth day of
each month following the withdrawal from the Bond Reserve Fund at a
rate, which in the judgment of the Board, will restore such fund to the
required level within a reasonable period of time, such requirement to be
specified in the resolution authorizing the issuance of the Parity Bonds.
Money in the Bond Reserve Fund is to be invested by the Board in the
manner allowed by Section 4.9 of this Agreement. Interest earned on
such investment must be deposited in the Interest and Sinking Fund for
the particular series of Parity Bonds; provided, however, if at any time,
the Bond Reserve Fund contains less than the amount permitted under
Section 148(d) of the Internal Revenue Code of 1986, as amended,
interest on such investment shall be retained in the Bond Reserve Fund
until such time as this fund again becomes fully capitalized. The Bond
Reserve Fund shall be used solely for the purpose of paying when due
the principal of and/or interest on that particular series of Parity Bonds
(and Additional Bonds if issued as Parity Bonds) when and to the extent
00530268,1 5
the amounts in the Interest and Sinking Fund are insufficient for such
purpose, for defeasing outstanding Parity Bonds (and Additional Bonds if
issued as Parity Bonds) when excess funds are available resulting from
a refunding, and for the purpose of finally retiring the last of the
outstanding Parity Bonds of that series (and Additional Bonds if issued
as Parity Bonds).
ARTICLE TWELVE
Section 4.8 of the Agreement is hereby amended to read as follows:
4.8 Unallocated and Unpledged Balance. Within thirty (30)
days after the close of each fiscal year after the fiscal year in which any
Revenue Bonds are issued, the Board shall examine for each series of
Revenue Bonds (or all series of Parity Bonds) the balances in the Project
Payment Fund, the Interest and Sinking Fund, and the Bond Reserve
Fund. If, on the last day of any such fiscal year, the Board is current in
the making of deposits into the Interest and Sinking Fund and the Bond
Reserve Fund, if any, for that particular series of Revenue Bonds, so that
all deposits required under the Agreement have been made into the
respective funds, and if there are no unpaid obligations against any of
the respective funds, or in the event there are unpaid obligations if they
are taken into account as indicated below, the Board will take the
following actions with respect to the funds maintained for each series of
Revenue Bonds that are similarly secured:
(a) Ascertain the balance of funds in the Project Payment
Fund for that particular series of Revenue Bonds;
(b) Ascertain for that particular series of Revenue Bonds the
total amount of unpaid obligations against the Project Payment
Fund, the Interest and Sinking Fund, and the Bond Reserve
Fund, if any, (taking into account the special treatment afforded
Parity Bonds), including obligations which have been filed and
those which have not been filed but, which in the opinion of the
Board, will probably be filed;
(c) Subtract item (b) from the sum from item (a). The
remainder shall constitute the Unallocated and Unpledged
Balance for that particular series of Revenue Bonds;
(d) Transfer to the Interest and Sinking Fund for that
particular series of Revenue Bonds such Unallocated and
Unpledged Balance.
ARTICLE THIRTEEN
Section 4.9 of the Agreement is hereby amended to read as follows:
4.9 Investments. Any money held in the Project Payment
Fund for each series of Revenue Bonds will be separately invested and
00530268;1 6
reinvested in the following investments, as authorized by the Texas
Public Funds Investment Act, Chapter 2256, Texas Government Code:
(1) obligations of the United States or its agencies and instrumentalities;
(2) direct obligations of the State of Texas or its agencies; (3) other
obligations, the principal of and interest on which are unconditionally
guaranteed or insured by the State of Texas or the United States; (4)
obligations of states, agencies, counties, cities, and other political
subdivisions or any state having been rated as to investment quality of
not less than W or its equivalent; (5) certificates of deposits issued by
state or national banks domiciled in the State of Texas that are
guaranteed or insured by the Federal Deposit Insurance Corporation, or
its successor, or are secured by obligations as permitted by Chapter
2256, Texas Government Code; (6) commercial paper payable in the
United States of America, having original maturities of not more than 92
days that either is rated not less than A-1, P-1, or the equivalent by at
least two nationally recognized credit rating agencies; or is rated at least
A-1, P-1, or the equivalent by at least one nationally recognized credit
rating agency and is fully secured by an irrevocable letter of credit issued
by a bank organized and existing under the laws of the United States or
any state thereof, (7) prime domestic bankers' acceptances with a stated
maturity of 270 days or less; or (8) fully collateralized repurchase
agreements, as provided in Chapter 2256, Texas Government Code.
Any money held in the Interest and Sinking Fund and the Bond
Reserve Fund, if any, for each series of Revenue Bonds will be
separately invested and reinvested by the Board in investments
described in subsections (1), (2) or (5) of the preceding paragraph.
Any investments will be held by or under the control of the Board
and while so held will be deemed a part of the fund in which such money
was originally held. The earnings accruing on such investments,
including any profit realized, will be credited to such funds as provided
for in this Agreement.
The Authority in the resolution authorizing the issuance of the
Revenue Bonds or any Additional Bonds will covenant to pay the
required rebate to the United States on any excess earnings on its
investments in accordance with Section 148(f) of the Internal Revenue
Code of 1986, as amended.
ARTICLE FOURTEEN
Section 4.10 of the Agreement is hereby amended to read as follows:
4.10 Final Payment. Notwithstanding anything to the contrary
herein, whenever the total amount of funds in the Interest and Sinking
Fund and the Bond Reserve Fund, if any, for a particular series of
Revenue Bonds is equivalent to the aggregate principal and interest
amount due and to become due on that series of Revenue Bonds (and
Additional Bonds if Parity Bonds), no further payments need be made
into the Interest and Sinking Fund or the Bond Reserve Fund, if any,
00530268;1 7
follows:
securing that series of Revenue Bonds, and the obligations shall not be
regarded as being outstanding except for the purpose of being paid with
the funds on hand. Any amounts remaining in any of these funds after
defeasance and payment of the particular series of Revenue Bonds (and
any Additional Bonds issued as a parity with such bonds) may be
transferred to the Project Payment Fund for that particular series of
Revenue Bonds.
ARTICLE FIFTEEN
Subsection (b) of Section 4.11 of the Agreement is hereby amended to read as
(b) Non -parity Basis. Unless the Additional Bonds are issued
as Parity Bonds, such bonds shall be issued with the establishment of
separate Project Payment Funds, Construction Funds, Interest and
Sinking Funds, and, if specifically required in the Bond Resolution, Bond
Reserve Funds which shall not be used except for the series of Revenue
Bonds for which they were issued. Such Additional Bonds issued on a
non -parity basis may not be issued unless
(1) The Authority is not then in default as to any
covenant, condition or obligation prescribed by this
Agreement;
(2) The applicable laws of the State of Texas
in force at such time and which provide permission and
authority for the issuance of such Additional Bonds have
been fully complied with; and
(3) The Additional Bonds are scheduled to
mature only on the same interest payment dates as the
other Revenue Bonds, and the interest thereon is
scheduled to be paid only on the same interest payment
dates as the other Revenue Bonds.
Additional Bonds issued on a non -parity basis may, but are not required
to have a Reserve Fund. The bond resolution for each series of
Revenue Bonds issued on a non -parity basis shall specify whether a
Reserve Fund is required.
ARTICLE SIXTEEN
This amendment is contingent upon all of the other Member Cities also executing
a similar agreement to amend their respective Agreements for the Purchase and
Acquisition of Conjunctive Use Groundwater Supply.
ARTICLE SEVENTEEN
Save and except as amended by this Amendment, the Agreement and all
provisions thereof shall remain in full force and effect in accordance with its terms.
00530268;1 8
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the dates above written.
AUTHORITY:
ATTEST:
— kj�*'�k-
ATTEST:
9--
RebeJoGarza, City Secretary
APPROVED AS TO CONTENT:
Marsha Reed, P.E., Chief Operations Officer
Andy B cham, Chief Financial Officer
APPROVED AS TO FORM:
adWeave&r,vAss7is2ant City Attorney
CANADIAN RIVER MUNICIPAL
WATER AUTHORITY
By: ZI!�
CITY OF LUBBOCK, TEXAS
��i�/ii►rr i�
TOM MARTIN, MAYOR
EXHIBIT "A"
MEMBER
Allocation %
CITY
JCW Wells
Amarillo
40.621
Lubbock
37.058
Pampa
3.600
Borger
5.549
Plainview
3.691
Levelland
2.790
Brownfield
2.198
Lamesa
2.179
Slaton
1.576
Tahoka
0.460
O'Donnell
0.278
TOTAL
100.000
Exhibit B
City's Share of Maximum Developable Aqueduct Capacity
[Note: not currently applicable. Will be developed when additional infrastructure is
financed in the future]
OOS34070;1
GROUNDWATER RIGHTS SALES CONTRACT
This Groundwater Rights Sales Contract (the "Contract"), is between the Seller and
Buyer identified below and is effective on the date ("Effective Date") of the last of the
signatures by Seller and Buyer as parties to this Contract, by Boone Pickens for the
purposes recited in the signature page below, and by Escrow Agent to acknowledge
receipt of the Earnest Money. Buyer must deliver the Earnest Money to Title Company
and obtain a signature acknowledging receipt of the Earnest Money before the Earnest
Money Deadline provided in Section A.1. for this Contract to be effective. If the Earnest
Money is paid by check and payment on presentation is refused, Buyer is in default.
Seller and Buyer may collectively be referred to herein as the ("Parties") or individually
as a ("Party").
DEFINITIONS
Seller: (1) Mesa Water, LP; and
(2) Mesa Water Holding, LP, (collectively "Seller")
U UU
Address: 8117 Preston Road, Ste. 260 Weston / 1�
Dallas, TX 75225 �J
Attn.: Robert Stillwell
Phone: (214) 750-9773
E-mail: bob@bpcap.net
s
Seller's Attorney: Sprouse Shrader Smith, P.C.
Address: 701 South Taylor, Suite 500
Amarillo, Texas 79101
Attn. Joel Howard
With copy to: Marvin W. Jones
Phone: (806) 468-3300 Main
(806) 468-3332 Joel direct
(806) 468-3344 Marvin direct
(806) 373-345 Fax
E-mail: joel.howardasprouselaw.com
rngly jones(asnrouselaw.com
00539758;1 - 1 -
630262 5.Doc 5344.7
Buyer: Canadian River Municipal Water Authority
Address: P. O. Box 9
Sanford, Texas 79078
Phone: (806) 865-3325 Office
(806) 674-9025 Cell
(806) 865-3314 Fax
Email: ksatterwhite@cnnwa.com
Type of entity: Political subdivision of the State of Texas
Buyer's Attorney: Bickerstaff Heath Delgado Acosta, LLP
Address: 3711 S. MoPac Expwy.
Building One, Suite 300
Austin, Texas 78746
Attn.: Denise Cheney
With copy to: Doug Caroom
Phone: (512) 472-8021 Main
(512) 404-7765 Denise direct
(512) 404-7829 Doug direct
(512) 320-5638 Fax
E-mail: dcheneyObickerstaff.com
dcaroom@.bickerstaff.com
Buyer's Financial Advisor: First Southwest Company
Address: 325 N. St. Paul, Suite 800
Dallas, Texas 75201
Attn.: George H. Williford, Sr. VP
Phone: (214) 953-8705
(800) 678-3792
(214) 505-7428 (cell)
Fax: (214) 953-4050
E-mail: gwilliford@firstsw.com
Escrow Agent: Stewart Title Guaranty Company
00539758;1 - 2 -
630262_5.Doc 5344.7
Address: Water Rights Division
P. O. Box 246
41 Goren Street
Crested Butte, CO 81224
Attn.: Carolyn Huresky
Phone: (970) 349-1449 (main)
(970) 497-4076 (direct)
Fax: (303) 942-5772
E-mail: churesky@stewart.com
Title Company: Stewart Title Guaranty Company.
Groundwater Authorities: Hemphill County Underground Water Conservation District, North
Plains Groundwater Conservation District, Panhandle Groundwater Conservation District or any
political subdivision or agency of the State of Texas operating in a regulatory capacity as a
successor to Hemphill County Underground Water Conservation District, North Plains
Groundwater Conservation District or Panhandle Groundwater Conservation District
Seller's Permits: See list attached in Exhibit F.
Earnest Money: $50,000.00 in good and readily available funds
of which $1,000 is Independent Consideration
Land: The Land described in the Sale and Purchase Agreements listed in Exhibit A, which
description is incorporated herein for all pertinent purposes. The location of the Land is shown
on the map attached as Exhibit K.
Counties: Collectively, the counties in which the Land is located, consisting of Roberts, Gray,
Carson, Wheeler, Hutchinson, Ochiltree, Hemphill and Lipscomb Counties.
Letter of Intent: The Letter of Intent between the Parties dated March 21, 2011 setting out
certain terms of sale of the Groundwater Rights.
Land Owner(s): The owners of the Land, referred to collectively as the Land Owners, and each
a Land Owner.
Sale and Purchase Agreements: Those agreements between Seller or Mesa Water LP, or Mesa
Water Holding, LP, individually, as purchaser, and the respective land owners, as sellers, which
agreements are listed in Exhibit A.
Special Warranty Deeds: The Special Warranty Deed, Bill of Sale, Assignment, Use
Restriction and Easement Rights Agreements executed and delivered pursuant to and in
accordance with the terms and conditions of the Sale and Purchase Agreements.
00539758;1 - 3 -
630262_5.Doc 5344.7
Ten -Year Joint Sale Agreements: The agreements listed in Exhibit A under the provisions of
which Seller obtained the right to require the sale of the fifty percent (50%) undivided interests
in the Groundwater Rights to be conveyed by Seller to Buyer at Closing as described in this
Contract.
Groundwater: All underground water, percolating water, artesian water, and other waters from
any and all reservoirs, formations, depths and horizons beneath the surface of the Land,
excluding underflow or flow in a defined subterranean channel, as described in and conveyed by
the Special Warranty Deeds.
Groundwater Rights: The rights, title and interests to be acquired by Buyer under this Contract
are the Seller's Groundwater Rights based on the following definitions:
(a) The term "Groundwater Rights" shall be construed to mean (i) all of Seller's
Purchase Agreement Rights as defined in (b) below and all of the fifty percent (50%) undivided
interest of Land owners under all of the Ten -Year Joint Sale Agreements ("Land Owners")
which are to be acquired by Seller, at Seller's expense, and conveyed by Seller to Buyer at
simultaneous or concurrent closings; (ii) any and all additional rights in the Groundwater and
associated surface rights of property located within the Counties that are acquired by Seller
subsequent to the closing of the sales under the Sale and Purchase Agreements, and prior to the
closing of the sale by Seller to Buyer of the Groundwater Rights pursuant to this Contract (the
"Closing") which are usable or intended to be used in connection with Seller's Purchase
Agreement Rights or Seller's intended water system and which are described or referred to
herein, including, but not limited to, water pipeline easements, access easements, and temporary
construction easements; (iii) Seller's rights in and to all permits, as that term is defined in the
Sale and Purchase Agreements, issued by the Groundwater Authorities or any other regulatory
body pertaining to the use or development of the Groundwater Rights acquired after the closing
of the Sale and Purchase Agreements, and prior to the Closing and which are described in
Exhibit F to this Contract, and (iv) any additional rights agreed upon by the Parties in this
Contract. All permits transferred in accordance with the Sale and Purchase Agreements, and the
permits described in (a)(iii) above are collectively referred to herein as "Permits".
(b) The term "Seller's Purchase Agreement Rights" as used herein, shall be
construed to include all of the following as defined in the Sale and Purchase Agreements as
finally amended: (i) all of Seller's right, title and interest in and to the Groundwater under the
Land (as described in the Sale and Purchase Agreements and the Special Warranty Deeds); (ii)
all Water Rights; (iii) all Easement Rights; (iv) all Permit Rights; (v) all rights of first refusal to
acquire the Water Estates under all of the Ten -Year Right of First Refusal Agreements (and, for
clarification, specifically excluding the rights of first refusal to acquire the Surface Estates and
the Mineral Estates under such agreements); and (vi) all of the undivided fifty percent (50%)
interests in all of the Water Estates under the Ten -Year Joint Sale Agreements.
(c) There will be a one and one-half (1.5) mile buffer zone on each side of the
property line as shown in Exhibit H ("Buffer Zone"), of the property known locally as the
Pickens Ranch or Mesa Vista Ranch ("Pickens Ranch"), as more fully described in Exhibit H,
in which neither Party will be allowed to install wells or produce Groundwater for any purpose
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other than livestock or domestic use (as each of those terms is defined, and uses regulated, by the
pertinent Groundwater Authorities) for a period of forty (40) years from the Closing Date. The
terms relating to the Buffer Zone will be agreed upon by the Parties, and Boone Pickens, prior to
the expiration of the Inspection Period, as defined below, and will be signed by the Parties,
Boone Pickens, and any other person having an ownership interest or homestead rights in the
Pickens Ranch and any person having a lien against the Pickens Ranch. The form of the
agreement setting out the terms of the Buffer Zone ("Buffer Zone Agreemene') will be attached
to this Contract as Exhibit M, and will be executed and delivered by the Parties thereto at
Closing. The provisions of the Buffer Zone Agreement will be covenants running with the
Groundwater Rights and the real property described in Exhibit H.
The foregoing notwithstanding, it is expressly agreed and understood that the Groundwater
Rights do not include groundwater rights belonging to Boone Pickens (individually "Boone
Pickens"), his successors and assigns, unless such groundwater rights are specifically included in
the description of Groundwater Rights.
Member Cities: Amarillo, Borger, Pampa, Plainview, Lubbock, Slaton, Tahoka, O'Donnell,
Lamesa, Brownfield and Levelland
Reserved Groundwater Rights: None
Purchase Price; Option Agreement:
The consideration for the sale of the Groundwater Rights to Buyer will consist of the
Purchase Price and the grant of the Pickens' Option, if the contingencies for such grant described
in (b) below are satisfied on or before the date that is twenty-four (24) months after the request
for the Private Letter Ruling, as described below, is deposited in the U.S. Mail ("Pickens'
Option Contingency Deadline"), as follows:
(a) Purchase Price. The Purchase Price for the Groundwater Rights will be Five
Hundred and 00/100 Dollars ($500.00) per acre multiplied by the number of acres of the Land in
all Counties except Hemphill and Lipscomb Counties. The purchase price for Groundwater
Rights in the Land located in Hemphill and Lipscomb Counties will be Four Hundred and 00/100
Dollars ($400.00) per acre multiplied by the number of acres of the Land in those counties. The
purchase price will be paid by wire transfer of immediately available funds to the Title Company
at Closing. The Purchase Price will be adjusted accordingly if Buyer purchases less than a 100%
undivided interest in the Groundwater Rights in any Land, or less than all of the Groundwater
Rights owned by Seller.
(b) Pickens' Option Agreement. At the Closing of the sale of the Groundwater Rights
to Buyer, Buyer will grant to Boone Pickens, his successors and assigns, (collectively,
"Pickens") an exclusive option ("Pickens' Option") to purchase Buyer's rights, title and interest
in and to the groundwater located under land in which Boone Pickens currently owns the surface
00534758;1 - 5 -
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estate ("Pickens' Water Rights") as more fully described in Exhibit J hereto, contingent on the
Buyer obtaining by the Pickens' Option Contingency Deadline a favorable private letter ruling
(the "Private Letter Ruling") from the Internal Revenue Service, addressed to the Buyer, that: (i)
granting the Pickens' Option will not adversely affect the tax exempt status of the interest on the
Buyer's outstanding bonds or any portion thereof that were used to purchase the Morrison Ranch
water rights (more fully described in Exhibit L hereto) and will not require the taking of
remedial action as provided in Regulation section 1.141-12 ("Remedial Action"); (ii) the
exercise date of the Pickens' Option rather than its grant date will be used for determining the
time period permitted for taking of Remedial Action that may be taken within ninety (90) days
after the occurrence of a "deliberate action" (as such term is used in Regulation section 1.141-
12); and (iii) the Buyer will be permitted to take remedial action pursuant to Regulation sections
1.141-12 (d)(2) and 1.141-12(e) with respect to any tax-exempt bonds issued by the Buyer to
refund the outstanding Bonds as a result of the exercise of the Pickens' Option. If the Internal
Revenue Service refuses to rule, the ruling request is withdrawn by the Buyer, with Seller's
consent, which consent shall not be unreasonably withheld, or a negative ruling is received the
Pickens' Option shall be void ab initio, except as specifically provided in this section. If the
Private Letter Ruling is favorable as to items (i) and (ii) and the Buyer has not issued any
refunding bonds, the Buyer may elect to treat the Private Letter Ruling as a favorable ruling for
the purposes hereof. If a favorable ruling is made conditional on the amendment of the Pickens'
Option, the Seller shall be given the option of agreeing to such changes to the terms of the
Pickens' Option. As used herein, the term "Remedial Action" means specifically the ability of
the Buyer to take effective action under Regulation sections 1.141-12 (d)(2) or 1.141-12(e), at its
choice, and that such action will be treated under Regulation section 1.141-12(b)(1) as curing the
use of proceeds that causes the private business use test to be met. The Buyer shall act in good
faith and with due diligence, in actively pursuing the Private Letter Ruling and the Confirmation
prior to the Pickens' Option Contingency Deadline. The cost of obtaining the Private Letter
Ruling will be split equally between the Buyer and Seller. Seller shall be entitled, but not
obligated, to review and comment upon the request for the Private Letter Ruling prior to its
submission. Any such comments shall be provided to Buyer within five (5) business days
following the receipt by Seller of a copy of the Private Letter Ruling request proposed to be
submitted. The Buyer shall have sole authority and responsibility for the final form, content and
submission of such request. The approximate 16,700 acre area subject to the Pickens' Option is
shown on Exhibit I hereto. A more complete description of the groundwater rights subject to the
Pickens' Option will be agreed upon by the Parties and added as Exhibit J hereto prior to the
expiration of the Inspection Period. The term of the Pickens' Option will be for twenty (20)
years beginning on the date the Pickens' Option Agreement is delivered to Pickens, and the
purchase price for the Pickens' Water Rights will be Five Hundred and 00/100 Dollars ($500.00)
per acre as increased by a mutually -agreed upon CPI adjustment. For this purpose, CPI means
the National Consumer Price Index-U.S. for All Urban Consumers, U.S. City Average (All
items; 1982-84 equals 100) published by the United States Department of Labor, Bureau of
Labor Statistics (or a reasonably equivalent index if such index is discontinued). The Pickens
Water Rights will be conveyed subject to the restrictions that: (i) such water may only be used on
the property from which the Groundwater is produced; and (ii) such water may only be used for
domestic, livestock and agricultural irrigation purposes, as those terms may be defined and as
those uses may be regulated by the applicable Groundwater Authorities. These restrictions will
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be covenants running with the Pickens Water Rights and with the land from which the Pickens
Water Rights are produced.
(c) The conveyance by Buyer to Pickens of any Pickens' Water Rights shall be made
free and clear of all liens that affect the Pickens' Water Rights, and shall be subject to (i) all
outstanding rights, titles and interests in and to the Pickens' Water Rights existing on the
Effective Date of this Contract, including rights held by the City of Amarillo, Texas, and (ii) all
agreed -upon easements and other rights to be reserved by or conveyed to Buyer at Closing,
including, but not limited to, any easements reasonably required by Buyer or the City of
Amarillo across the surface estate. The foregoing notwithstanding, it is understood and agreed
that Buyer will reserve the non-exclusive right to use along with Pickens the existing easements
constituting part of the Pickens' Water Rights, for Buyer's water system and related uses.
Boone Pickens will cause any and all liens affecting the surface estate to be subordinated at or
before Closing to any surface or other rights that will be reserved by or conveyed to Buyer as
provided herein. Buyer will not be obligated to pay for title insurance in connection with the
Pickens' Option or in connection with the Pickens' Water Rights purchased by Pickens. The
additional terms of the Pickens' Option will be agreed upon by the Buyer and Pickens prior to
the expiration of the Inspection Period, and the form of the option agreement ("Pickens' Option
Agreement") will be attached to this Contract as Exhibit J. If the Option Contingencies are not
satisfied at or prior to Closing, the Pickens' Option Agreement will be placed in escrow with
Title Company under the terms of an escrow agreement ("Option Escrow Agreement") to be
agreed upon by Buyer, Title Company and Pickens, and will be delivered to Pickens only upon
satisfaction of the Option Contingencies on or before the Option Contingency Deadline. The
form of the Option Escrow Agreement to be executed at Closing will be agreed upon prior to the
expiration of the Inspection Period and attached to this Contract as Exhibit J.
Buyer's Liquidated Damages: One Million and 00/100 Dollars ($1,000,000.00)
Seller's Additional Liquidated Damages: One Million and 00/100 Dollars ($1,000,000.00).
Title Insurance: To be issued by the Title Company and provided by Seller on the Groundwater
Rights associated with each tract of Land. Seller will pay one-half of the premiums and Buyer
will pay one-half of the premiums.
Title Documents: Instruments affecting title to the Groundwater and the Land referenced in the
Title Commitment, Surveys, and UCC Search.
A. DEADLINES AND OTHER DATES
All deadlines in this Contract expire at 5:00 P.M. local time in Amarillo, Texas ("Local
Time"). If a deadline falls on a Saturday, Sunday, or national holiday, the deadline will
be extended to the next day that is not a Saturday, Sunday, or national holiday. A national
holiday is a holiday designated by the federal government. Time is of the essence.
1. Earnest Money Deadline: Five (5) business days after the Effective Date.
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2. Delivery of Title Commitment: Sixty (60) days after the Effective Date.
3. Delivery of Existing Surveys: Fifteen (15) days after the Effective Date.
4. Delivery of New Surveys: No new Surveys are required.
5. Delivery of UCC Search: Sixty (60) days after the Effective Date.
6. Delivery of legible copies of the Title Documents: Sixty (60) days after the
Effective Date.
7. Delivery of Title Objections: Forty-five (45) days after delivery of the last of the
Title Commitments, Surveys, UCC Searches, and legible copies of the Title Documents.
8. Delivery of Seller's Records as specified in Exhibit C: Thirty (30) days after
the Effective Date.
9. End of Inspection Period: Sixty (60) days after the delivery to Buyer of all of the
Title Commitments, Title Documents, UCC Searches, and Seller's Records as defined in Exhibit
C, subject to Buyer's right to extend the Inspection Period by two (2) thirty (30) day periods, as
described in Section G.7. below.
10. Closing Date: Thirty (30) days after the End of the Inspection Period.
11. Closing Time: To be agreed upon, or if no other time is agreed upon prior to the
Closing Date, then 2:00 p.m. Local Time.
B. CLOSING DOCUMENTS
1. At Closing, Seller will deliver the following executed items:
(a) Groundwater Rights General Warranty Deeds;
(b) Assignment of all Easement Rights constituting a part of the Groundwater
Rights;
(c) Assignment of Rights under the Ten -Year Rights of First Refusal
pertaining to the Rights of First Refusal of the Groundwater Rights, if applicable;
(d) Assignment of rights under the Ten -Year Joint Sale Agreements, if
applicable;
(e) Consents of the Grantors under the applicable Special Warranty Deeds to
the assignment of the Access Rights (as such term is defined in the applicable
Special Warranty Deeds) to Buyer;
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(f) Release of Liens and Security Interests;
(g) Assignment of Permits;
(h) IRS Nonforeign Person Affidavits;
(i) Evidence of Seller's authority to close the transaction;
0) Guaranty executed by Boone Pickens as described in Section D;
(k) Notices, statements, and certificates as specified in Exhibit D;
(1) Affidavit of Debts and Liens;
(m) Buffer Zone Agreement as shown in Exhibit M, and executed as required
herein;
(n) Pickens' Option Agreement, and Option Escrow Agreement, if applicable,
executed by Pickens;
(o) Non -Competition Agreement as shown in Exhibit N;
(p) Affidavit that no amounts are owed to Land Owners or others, as
described in Section K.2.(d);
(q) Special Warranty Deeds executed by the 50% Land Owners to Seller,
together with all other assignments and other documents executed by the
50% Land Owners which are required to transfer the 50% Land Owners'
interests in the Groundwater Rights to Seller pursuant to the terms of the
Ten -Year Joint Sale Agreements;
(r) Right of First Refusal as shown in Exhibit P; and
(s) Any other documents required by Title Company in connection with the
Closing, or reasonably required by Buyer to carry out the terms of this
Contract.
2. At Closing, Buyer will deliver the following executed items:
(a) Executed approval of Groundwater Rights General Warranty Deeds;
(b) Executed approval of (i) Assignment of all Easement Rights constituting a
part of the Groundwater Rights; (ii) Ten -Year Right of First Refusal
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pertaining to the Right of First Refusal for groundwater rights only; and
(iii) Ten -Year Joint Sales Agreement, if applicable;
(c) Balance of Purchase Price;
(d) Evidence of Buyer's authority to close the transaction;
(e) Pickens' Option Agreement, and Option Escrow Agreement, if applicable,
executed by Boone Pickens;
(f) Buffer Zone Agreement as shown in Exhibit M;
(g) Non -Competition Agreement as shown in Exhibit N; and
(h) Any other documents required by Title Company in connection with the
Closing, or reasonably required by Seller to carry out the terms of this
Contract.
The documents listed in this Section B.I I. and B.2. are collectively known as the "Closing
Documents." The form of general warranty deed utilized to convey the interest of Seller
in the Groundwater Rights to Buyer at Closing shall be agreed upon by Buyer and Seller,
and shall be substantially in the same form and substance as, or shall otherwise
incorporate the terms of, the Special Warranty Deeds; provided that the Seller's warranty
deed will be a general warranty deed, that appropriate or necessary modifications shall be
made to the form of such deed to reflect the terms of this transaction, and variations in the
Special Warranty Deeds, and to reflect other matters that may be agreed upon by the
Buyer and Seller. Subject to the foregoing, and except as otherwise provided herein, the
Closing Documents for which forms exist in the current edition of the Texas Real Estate
Forms Manual (State Bar of Texas) will be prepared using those forms, modified as
mutually agreed and as necessary or appropriate to reflect the terms of this transaction.
All other Closing Documents will be prepared using mutually -agreed upon forms.
C. EXHIBITS
The following are attached to and are a part of this Contract:
Exhibit A - Description of the Land;
Exhibit B - Representations and Warranties;
Exhibit C - Seller's Records;
Exhibit D - Notices, Statements, and Certificates;
Exhibit E - Intentionally Deleted;
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Exhibit F - List of Permits;
Exhibit G Intentionally Deleted;
Exhibit H - Map of Area Subject to Buffer Zone; Legal description of Pickens Ranch
(Mesa Vista Ranch);
Exhibit I - Map of Area Subject to Pickens' Option;
Exhibit J - Pickens' Option Agreement, including description of the groundwater rights
subject to the Pickens' Option, together with Option Escrow Agreement, if applicable [to
be attached prior to the expiration of the Inspection Period];
Exhibit K - Map of location of the Land;
Exhibit L — Legal description of Morrison Ranch;
Exhibit M — Buffer Zone Agreement [to be attached prior to the expiration of the
Inspection Period];
Exhibit N — Non -Competition Agreement [to be provided prior to the expiration of the
Inspection period];
Exhibit O — Boone Pickens Guaranty; and
Exhibit P — Right of First Refusal on Groundwater Rights not purchased at Closing
[to be provided prior to the expiration of the Inspection Period].
D. PURCHASE AND SALE OF GROUNDWATER RIGHTS; CONTINGENCIES
Seller is currently the owner of the Groundwater Rights acquired through the Sale and
Purchase Agreements described in Exhibit A (and, if applicable, acquired under the Ten -
Year Rights of First Refusal on or before the Effective Date), and Seller will be at
Closing the owner of all or substantially all of the fifty percent (50%) undivided interests
in the Groundwater Rights retained by the Land Owners described in the Ten -Year Joint
Sale Agreements listed in Exhibit A hereto. Seller agrees to sell and convey the
Groundwater Rights to Buyer, and Buyer agrees to buy and pay Seller for the
Groundwater Rights at Closing, in accordance with, and subject to, the terms of this
Contract. The promises by Buyer and Seller stated in this Contract are the consideration
for the formation of this Contract.
Prior to Closing, Seller will take all steps required under the terms of the Ten -Year Joint
Sale Agreements to effect a valid purchase and conveyance of the remaining undivided
fifty percent (50%) interest in the Groundwater Rights so that Seller can sell one hundred
percent (100%) of the Groundwater Rights to Buyer at Closing. Seller will require (i) the
current Land Owners of the Land from which the fifty percent (50%) undivided interest
00539758;1-
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in the Groundwater is obtained to execute the easement documents and (ii) the current
owners of the undivided fifty percent (50%) interest in the Groundwater to execute a deed
and any other requisite documents in favor of Seller so that Seller can convey a one
hundred percent (100%) interest in the Groundwater Rights to Buyer at Closing. Seller
will require the use of the same form of the documents as were used in the sale to Seller
of its undivided fifty percent (50%) interest, unless otherwise agreed upon by Buyer and
Seller in writing.
Conveyance of the Groundwater Rights at Closing will be in the form of one or more
General Warranty Deeds in form and substance approved by Buyer and Seller, together
with such additional assignments as may be required to adequately transfer all of the
Groundwater Rights. The warranty obligations under the deeds will, in addition, be
guaranteed by Boone Pickens under the terms of a mutually -acceptable Guaranty, which
shall be agreed upon and attached hereto as Exhibit O prior to the end of the Inspection
Period. With regard to all of the Groundwater Rights, Seller will require that any liens
affecting the Groundwater Rights are released at or prior to Closing, and that any liens
affecting the surface estate of the Land are expressly subordinated by the lienholder to
Buyer's easement and other rights at or before Closing.
Seller shall promptly provide Buyer with written notice if Seller encounters any problems
which would adversely affect Seller's ability to convey a full one hundred percent
(100%) interest in the Groundwater Rights to Buyer at Closing.
Seller indemnifies and agrees to defend and hold Buyer, its Member Cities, and their
respective employees, officers, members of their governing body, agents and
representatives harmless from any all claims, risks, liabilities, liens, demands, causes of
actions, damages, expenses, losses and costs, including but not limited to attorneys' fees,
engineers' fees, consultants' fees, experts' fees, and court costs, arising out of or in
connection with the Ten -Year Joint Sale Agreements, and the exercise of Seller's rights
thereunder, including, but not limited to, a claim by any person that (i) Seller failed to
comply with the terms of the Ten -Year Joint Sale Agreement, (ii) Seller failed to properly
obtain the consent and/or joinder of a party to the Ten -Year Joint Sale Agreement to the
sale or conveyance of the Groundwater Rights described in a Ten -Year Joint Sale
Agreement, (iii) the Ten -Year Joint Sale Agreement was void or unenforceable, and/or
(iv) a party was not bound by the terms of the Ten -Year Joint Sale Agreement. This
indemnification will apply to claims asserted prior to or after Closing, and will survive
termination of this Contract and Closing.
Any provision in this Contract to the contrary notwithstanding, Buyer's obligation to
purchase the Groundwater Rights and to grant the Pickens' Option, will be contingent on the
satisfaction of all of the following contingencies (collectively, the "Closing Contingencies"),
and Seller's obligation to sell the Groundwater Rights will be contingent on the satisfaction of
the Closing Contingencies numbered (1), (2) and (3) below, no later than the Closing Date:
(1) Approval of Member Cities. The execution by each of the Member Cities of an
agreement in which it authorizes Buyer to purchase the Groundwater Rights, and agrees to the
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repayment of the bonds issued for the purchase of the Groundwater Rights. Buyer will endeavor
to obtain the execution of the agreement prior to the expiration of the Inspection Period.
(2) Approval of Board. Obtaining the approval of Buyer's Board of Directors for the
purchase of the Groundwater Rights prior to the expiration of the Inspection Period.
(3) Financing. The issuance and sale by Buyer of its Contract Revenue Bonds
("Bonds") in an amount sufficient to purchase Seller's Groundwater Rights at interest rates
which are economically feasible for the Buyer.
(4) Seller's Purchase of the Undivided Interests. The completion of the purchase
by Seller of all of the fifty percent (50%) undivided interests under the Ten -Year Joint Sale
Agreements described in Exhibit A. or the fifty percent (50%) undivided interests that Buyer
has elected to purchase pursuant to the provisions of this Contract, if fewer than all of the
fifty percent (50%) undivided interests.
Each Party will have the right to waive on its own behalf the satisfaction of any or all of
the Closing Contingencies in writing prior to Closing. If the Closing Contingencies have not
been satisfied or waived by the Closing Date, and the Parties have not entered into a written
extension for the satisfaction of one or more of the Closing Contingencies or the extension of the
Closing Date, then this Contract will automatically terminate on the Closing Date, whereupon
the Earnest Money less the Independent Consideration shall be returned to Buyer, and the Parties
will have no further obligations under this Contract except for any obligations that survive
termination of this Contract. It is agreed and understood that an election by Buyer to purchase
and close on less than all of the outstanding fifty percent (50%) undivided interests pursuant to
Section F of this Contract shall constitute a waiver by both Buyer and Seller of the Closing
Contingency described in (4) above.
In connection with the Bonds referenced above, Buyer will provide Seller, on or before
sixty (60) days after the Effective Date, with reasonable assurances from Buyer's Financial
Advisor of the likelihood of the issuance and sale of the bonds, in form and content agreed upon
by the Parties.
E. ESCROW AGENT; INTEREST ON EARNEST MONEY
Title Company will serve as Escrow Agent under the terms of this Contract. Title
Company shall hold the Earnest Money and other funds delivered to it pursuant to this
Contract and disburse the same only in strict accordance with the terms of this Contract.
Title Company will deposit the Earnest Money in an interest -bearing account in one or
more federally insured financial institutions for which there is no penalty for early
withdrawal. Any interest earned on the Earnest Money will become part of the Earnest
Money.
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F. TITLE AND SURVEYS
1. Title Commitment; Title Policy. "Title Commitment" means a Commitment
for Issuance of an Owner Policy of Title Insurance by the designated Title Company, as agent for
underwriter, or directly by underwriter, stating the condition of title to the Groundwater and the
Land. The Title Commitments provided to Buyer must show all outstanding rights affecting the
Groundwater Rights, including specific mineral rights and oil and gas leases. The effective date
stated in the each Title Commitment must be after the Effective Date of this Contract. "Title
Policy" means an Owner Policy of Title Insurance issued by the designated Title Company, as
agent for Underwriter, or directly by Underwriter, in conformity with the last Title Commitment
delivered to and approved by Buyer. The Title Policies shall insure Buyer's title to be free and
clear of all defects, liens, encumbrances, easements, mineral rights, reservations, and all other
title matters except those approved by Buyer pursuant to Section F.6 or Section F.7.
2. Title Information. Intentionally Deleted.
3. Survey. "Survey" means the surveys previously provided to Seller pursuant to
the Sales and Purchase Agreements.
4. UCC Search. "UCC Search" means a written report stating the instruments that
are on file in the Texas Secretary of State's UCC records, and the UCC records of any other
appropriate state, showing as debtor Seller and all other owners of the Land and Groundwater
during the five (5) years before the Effective Date of this Contract.
5. Delivery of Title Commitments, Surveys, UCC Search, and Title Documents.
Seller must deliver all of the Title Commitments to Buyer by the deadline stated in Section A.2.
above; the Surveys, if required, by the deadline stated in Section A.3.; the UCC Search by the
deadline stated in Section A.5.; and legible copies of the Title Documents by the deadline stated
in Section A.6.
6. Title Objections. Buyer has until the deadline stated in Section A.7. above
("Title Objection Deadline") to review the Surveys, Title Commitments, UCC Searches, and
legible copies of the Title Documents, and notify Seller of Buyer's objections to any of them,
and request any additional information needed to evidence good and indefeasible title to the
Land and the Groundwater Rights ("Title Objections"). Notwithstanding the foregoing, the
following shall be deemed Title Objections without the need of Buyer to notify Seller thereof
and must be cured or resolved by Seller prior to Closing without the need for Seller to agree to
cure these matters in a Cure Notice: (i) all matters shown on Schedule C of the Title
Commitments; (ii) Seller's obligation to acquire the fifty percent (50%) undivided interests under
the Ten -Year Joint Sale Agreements; (iii) Seller's obligation to obtain the release of liens on the
Groundwater; and (iv) Seller's obligation to obtain the subordination of any liens encumbering
the easements and other rights to be conveyed or assigned to Buyer at Closing (collectively, the
"Deemed Title Objections").
Seller's failure to cure or satisfy the following at or before Closing to the reasonable
satisfaction of the Title Company and Buyer shall constitute a default by Seller: (i) any of the
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Deemed Title Objections, including the provision of any of the required documents, and/or (ii)
any Title Objections which Seller has agreed to cure. In the event of such default, Buyer will
have all rights and remedies provided by this Contract, including the right to make a partial
purchase of the Groundwater Rights as described below. Notwithstanding the foregoing, it shall
not be a default by Seller to fail to cure one or more Title Objections, if Seller, acting diligently,
and in the exercise of commercially reasonable efforts, has been unable to cure such Title
Objections, and the affected Groundwater Rights do not, in the aggregate, constitute in excess of
five percent (5%) of the entire Groundwater Rights. Although Seller will not be deemed in
default under this Contract, Buyer will have no obligation to purchase Groundwater Rights for
which there are uncured Title Objections, and the purchase price for such Groundwater Rights
shall be deducted from the Purchase Price. In addition, in no event shall Seller be obligated to
pay from its own funds any obligation or liability of a Land Owner (other than Mesa or Pickens)
to obtain the release or subordination of a lien upon the Groundwater Rights, or the Land, as
applicable; provided however, that Seller will still be in breach of its obligations under this
Contract if the existence of the lien(s) is a violation of Seller's obligation to convey the
Groundwater Rights and the easements in connection therewith, free and clear of all liens. The
Seller's breach for such matters will be added to any other uncured Title Objections in order to
determine whether more than 5% of the entire Groundwater Rights have been affected.
Buyer shall be deemed to have approved all matters reflected by the Surveys, Title
Commitments, Title Documents, and UCC Searches to which Buyer has made no Title
Objections by the Title Objection Deadline other than the Deemed Title Objections. The matters
that Buyer either approves or is deemed to have approved are "Permitted Exceptions." If Buyer
notifies Seller of any Title Objections, Seller has twenty (20) days from receipt of Buyer's notice
to notify Buyer whether Seller agrees to cure any or all of the Title Objections before Closing
("Cure Notice"). At or before Closing, Seller must resolve the items that are listed in Schedule
C of the Title Commitment to the satisfaction of the Title Company so that they do not become
exceptions to title, obtain the release of all liens and security interests and subordination of any
liens affecting Seller's easements or other rights, as provided in Section D, obtain the removal of
all exceptions that arise by, through, or under the Seller and/or the seller under any Ten -Year
Joint Sale Agreement; and cure all of the Title Objections that Seller has agreed to cure in the
Cure Notice.
If Seller does not timely give its Cure Notice or timely gives its Cure Notice but does not
agree to cure all the Title Objections before Closing, Buyer may, within thirty (30) days after the
deadline for the giving of Seller's Cure Notice ("Acquisition Deadline'D, notify Seller that
either: (i) this Contract is terminated, or (ii) Buyer will proceed to Close on all or some of the
Groundwater Rights subject to Seller's obligation no later than the Closing Date to (a) resolve
the items that are listed in Schedule C of the Title Commitments to the satisfaction of the Title
Company so that they do not become exceptions to Buyer's title; (b) obtain the release of all
liens and security interests affecting the Groundwater Rights, and the subordination of all liens
affecting easements and other rights to be conveyed at Buyer at Closing; (c) obtain the removal
of all exceptions that arise by, through, or under the Seller and/or the seller under any Ten -Year
Joint Sale Agreement; and (d) cure all of the Title Objections that Seller has agreed to cure in the
Cure Notice, if any. The Inspection Period will be automatically extended as necessary to
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encompass the Title Objection Deadline, the time period for the Cure Notice, and the Acquisition
Deadline.
If a new Title Commitment is issued as to any of the Groundwater Rights prior to Closing
which shows exceptions not previously shown on the prior Title Commitment, Buyer and Seller
shall have all of the same rights and obligations with regard to Title Objections set forth above
for any title matters not previously shown on the Title Commitment, and the Closing Date shall
be extended as necessary to accommodate these time periods.
7. Right to Partial Purchase of Groundwater Rights
Any provision in this Contract to the contrary notwithstanding, in addition to any other
rights provided to Buyer by this Contract, it is understood and agreed that Buyer shall have the
following rights:
(a) Buyer shall have the right, at Buyer's sole and exclusive option, to reject
and exclude from Buyer's obligation to purchase under this Contract, any Groundwater
Rights (i) for which there are uncured Title Objections at the time of Closing under the
provisions of this Section F.7., (ii) for which Seller has been unable to obtain a one
hundred percent (100%) interest at the time of Closing, and/or (iii) in the event of any
other default by Seller under this Contract. Such an election will not adversely affect
Buyer's right to purchase the remaining Groundwater Rights described in this Contract
on the terms set forth herein. If such an election is made, the Purchase Price will be
adjusted by deducting from it the purchase price of the Groundwater Rights not
purchased. If Buyer makes an election under this provision, Buyer will have waived any
claim it has to default by Seller with regard to the Groundwater Rights not purchased,
other than a failure by Seller to make a good faith effort to acquire any outstanding fifty
percent (50%) interest in the Groundwater Rights. With respect to any Groundwater
Rights that are not rejected and are purchased by Buyer, and that are subject to uncured
Title Objections, consist of less than a one hundred percent (100%) interest, or are subject
to any other default or defect, Buyer will have waived any claim it has to default by
Seller due to any such default or defect of which Buyer has actual knowledge at the time
of Closing, but will not have waived any other claims Buyer may have under the
Contract. If Buyer does not make an election under this provision, then Buyer will have
all of the rights and remedies afforded by this Contract with regard to the Groundwater
Rights.
(b) If Seller is unable to obtain title to any fifty percent (50%) undivided
interest in the Groundwater Rights under the terms of a Ten -Year Joint Sales Agreement
on or before Closing, then Buyer shall have the right, at Buyer's sole and exclusive
option, to purchase Seller's undivided fifty percent (50%) interest in the Groundwater
Rights and to obtain from Seller at Closing, an assignment of Seller's rights, interests,
and causes of action under the Ten -Year Joint Sales Agreement. Nothing in this Section
F. 7., however, is intended to reduce or eliminate Seller's obligation to convey to Buyer
at Closing all of the Groundwater Rights as that term is defined in this Contract. The
provisions of this Section F. 7 are instead intended to provide Buyer with the option of
purchasing less than all of the Groundwater Rights in the event that Seller, for any
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reason, will not or does not convey all of such Groundwater Rights to Buyer on the
Closing Date. Buyer will continue to have all other rights provided by this Contract,
except as provided by this subsection (b). If Buyer makes this election, the Purchase Price
for the Groundwater Rights shall be adjusted by deducting from it the purchase price of
the fifty percent (50%) undivided interest(s) in the Groundwater Rights not conveyed to
Buyer. Buyer will continue to have all other purchase rights provided by this Contract. If
Buyer makes an election to purchase under this provision, Buyer will have waived any
claim it has to default by Seller with regard to the Groundwater Rights not purchased, and
with respect to which it has received an assignment of Seller's interest under the Ten -
Year Joint Sales Agreement, but will have not waived any other claims Buyer may have
under this Contract. If Buyer does not make an election to purchase under this provision,
then (i) Buyer will have all of the rights and remedies afforded by this Contract with
regard to the Groundwater Rights, and (ii) Seller shall retain its right, interest and cause
of action under the Ten -Year Joint Sales Agreement and may pursue all rights and
remedies it may have thereunder against the respective Land Owner. If Seller obtains
title to the fifty percent (50%) undivided interest in the Groundwater Rights pursuant to
any such Ten -Year Joint Sales Agreement on or prior to six months following the Closing
Date, then Buyer shall purchase such interests from Seller, on and subject, to the terms
and conditions of this Contract provided that Buyer is able to do so under the terms of the
bond covenants and requirements applicable to the bonds issued by Buyer for the
purchase of Groundwater Rights under this Contract. Seller shall provide an updated title
commitment to Buyer covering any such Groundwater Rights and Buyer shall have
fifteen (15) business days to make Title Objections based on the updated title
commitment. Any provision in this Contract to the contrary notwithstanding, Buyer shall
not be obligated to purchase the Groundwater Rights if there are uncured Title
Objections. For a period of three (3) years after the expiration of the six month period,
Buyer shall have a Right of First Refusal to purchase any of the remaining Groundwater
Rights. The provisions of this Section F. 7. regarding the Buyer's obligation to purchase
for a six-month period and Buyer's Right of First Refusal shall survive Closing and the
Right of First Refusal shall be set out in a document to be executed and recorded at
Closing. The parties will agree to the form of the Right of First Refusal document prior to
the expiration of the Inspection Period and the form will be attached to this Agreement as
Exhibit P.
8. Non -Competition Agreement. Prior to the expiration of the Inspection Period,
Buyer and Seller, and to the extent required, Pickens, will agree on a provision, in mutually
acceptable form, prohibiting competition by Seller, Pickens and their respective affiliates in
connection with the sale of Groundwater within the Counties, including, but not limited to,
Groundwater constituting the Groundwater Rights not purchased by Buyer, if any, and/or the
Pickens' Water Rights, in order to protect Buyer's investment in purchasing the Groundwater
Rights. The Non -Competition Agreement will be set out in one or more of the Closing
Documents and/or in a separate agreement to be executed at Closing. The agreed -upon terms of
the Non -Competition Agreement will be set out in Exhibit N to this Contract.
00539758;1 - I7 -
630262 5.Doe 5344.7
G. INSPECTION PERIOD
1. Review of Seller's Records. Seller, at Seller's expense, will deliver to Buyer
copies of Seller's Records specified in Exhibit C, or otherwise make those records available for
Buyer's review, by the deadline stated in Section A.8. above.
2. Entry onto Land. Buyer may enter the Land before Closing to conduct
geologic, hydrologic and geophysical surveys with respect to the Groundwater, and drilling test
wells for Groundwater, subject to the following conditions. All investigations will be at Buyer's
risk and expense unless otherwise provided in this Contract.
(a) Buyer must deliver evidence to Seller that Buyer's agents or contractors
have commercial general liability insurance in commercially reasonable amounts
covering their proposed inspection activities.
(b) Buyer may not interfere in any material manner with existing operations
or occupants of the Land.
(c) Buyer must notify Seller in advance of Buyer's plans to conduct tests so
that Seller and the Land Owner may be present during the tests.
(d) If the Land is materially altered because of Buyer's inspections, Buyer
must return the Land to its pre -inspection condition promptly after the alteration occurs.
(e) Buyer must deliver to Seller copies of all inspection reports that Buyer
prepares or receives from third -party consultants or contractors within three (3) days after
their preparation or receipt.
(D Buyer must abide by any other reasonable entry rules imposed by Seller or
the Land Owner which have been provided to Buyer in writing prior to its entry.
(g) Buyer's rights to enter the Land shall be subject to and conducted in all
respects in accordance with the terms and conditions, restrictions and requirements of the
Sale and Purchase Agreements, the Special Warranty Deeds, and any other documents
executed pursuant to the Sale and Purchase Agreements, including but not limited to
payment for the drilling of test holes.
3. Hydrological Testing. Subject to the provisions Section G.2. above, Buyer has
the right, at its risk and expense, to perform investigations to estimate the quality, quantity, and
sustainability of the Groundwater.
4. Appraisal of Groundwater. Buyer has the right, at its expense, to have an
appraisal performed of any of the Groundwater Rights.
5. Adequacy of Seller's Permits. If Permits have been issued, Buyer will have the
right to determine: (i) whether the Permits, on transfer to Buyer, will be adequate for Buyer's
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intended use of the Groundwater; (ii) whether an alternative permit or an amendment to an
existing permit will be required; and (iii) the requirements of the Groundwater Authorities for the
transfer of the Permits to Buyer. Seller will cooperate with Buyer at all times in obtaining any
information and forms required from any of the Groundwater Authorities. On Buyer's request,
Seller, at Seller's expense, will execute and transmit to the Groundwater Authorities all
necessary applications, forms, and documentation required from Seller for the transfer of the
Permits to Buyer, provided that the transfer will not be effective until Closing. Seller agrees to
enforce any provision in its agreement(s) with the 50% Land Owners to require them to similarly
cooperate with Buyer.
6. Environmental Assessment: Subject to Section G.2. above, Buyer has the
right, at its risk and expense, to conduct environmental assessments of the Land and
Groundwater. Seller will provide, or will designate, a person with knowledge of the use and
condition of the Land and Groundwater, if possible, to provide information requested by Buyer
or Buyer's agent or representative regarding the use and condition of the Land and Groundwater.
Seller will cooperate with Buyer in obtaining and providing to Buyer, its agent, or representative
information regarding the Land and Groundwater.
7. Buyer's Right to Extend. Buyer shall have the right to two (2) consecutive
thirty (30) day Inspection Period extension options, which may be exercised by Buyer
unilaterally as follows. Buyer will make a good faith effort to complete its due diligence
inspection within the initial sixty (60) day term of the Inspection Period. However, in the event
that Buyer is unable to complete its inspection, despite its good faith efforts, then Buyer shall
have the right to unilaterally extend the Inspection Period by thirty (30) days by giving written
notice of the exercise of the extension option to Seller prior to the expiration of the sixty (60) day
term of the Inspection Period. If Buyer, despite its good faith efforts, is unable to complete its
due diligence inspection within the Inspection Period as extended by the first thirty (30) day
extension, then Buyer shall have the right to unilaterally extend the Inspection Period by an
additional thirty (30) days in order to complete its inspection, by giving written notice to Seller
of the exercise of the second thirty (30) day extension option prior to expiration of the first thirty
(30) day extension period.
8. Buyer's Right to Terminate. Buyer may terminate this Contract pursuant to
the provisions of this Section G for any reason by notifying Seller before the end of the
Inspection Period.
9. Buyer's Indemnity and Release of Seller
(a) Indemnity. To the extent permitted by applicable law, Buyer will
indemnify, defend, and hold Seller and the respective Land Owners harmless from any
loss, attorney's fees, expenses, or claims arising out of Buyer's investigation of the Land
and Groundwater, except those arising out of the acts or omissions of Seller and/or the
respective Land Owners, and those for repair or remediation of existing conditions
discovered by Buyer's inspection. The obligations of Buyer under this provision will
survive termination of this Contract and Closing.
00539758;1 - 19 -
630262_5.Doe 5344.7
(b) Release. Buyer releases Seller, the respective Land Owners, and those
persons acting on Seller's and the respective Land Owners' behalf from all claims and
causes of action (including claims for attorney's fees and court and other costs) resulting
from Buyer's entry onto the Land and Buyer's other activities during the investigation of
the Groundwater and Land prior to Closing.
H. REPRESENTATIONS AND WARRANTIES
Seller and Buyer make the representations and warranties stated in Exhibit B. Such
representations are true and correct as of the Effective Date and must be true and correct
on the Closing Date. Such warranties and representations are deemed given on the
Effective Date and on the Closing Date. Seller and Buyer will each promptly notify the
other Party in writing if it becomes aware that any of the warranties have been breached
or any of the representations are not true or correct.
I. CONDITION OF THE PROPERTY UNTIL CLOSING; COOPERATION; NO
RECORDING OF CONTRACT
1. Maintenance and Operation. Until Closing, Seller will (a) maintain the Land
and the Groundwater Rights owned or controlled by Seller as they existed on the Effective Date;
(b) use the Land and the Groundwater Rights owned or controlled by Seller in the same manner
as they were used on the Effective Date; (c) comply with all contracts, easements, laws, and
governmental regulations affecting the Land, Groundwater and/or the Groundwater Rights
owned or controlled by Seller; and (d) not transfer or dispose of any of the Groundwater Rights,
nor transfer, or dispose of Seller's right, title and interest in any of the Ten -Year Joint Sale
Agreements or the Ten -Year First Right of Refusal Agreements without Buyer's prior written
consent. Until Closing, Seller will not (a) grant nor convey, nor authorize, any other person to
grant or convey, any easement, lease, license, or other right affecting the Groundwater Rights;
(b) enter into, nor authorize, any person to enter into, any lease or agreement that allows the
surface of the Land to be mined or excavated; nor (c) enter into nor authorize, any person to
enter into any oil and gas lease or surface use agreement that does not comply with Section I.2.
below. After the end of the Inspection Period, Buyer may terminate this Contract if Seller enters
into, amends, or terminates any contract that affects the Groundwater, the Groundwater Rights,
or the Land without first obtaining Buyer's written consent or if Seller breaches any other
provision of this Section 1.1. This right to terminate is in addition to all other rights and remedies
provided by this Contract, including the right to a partial purchase of the Groundwater Rights as
provided in Section F. 7.
2. Oil and Gas Leases; Use of Land. The parties acknowledge that the Groundwater
Rights are subject to all of the oil and gas leases and mineral rights in existence prior to the
conveyance of the Groundwater Rights to Seller, and are subject to the terms and provisions of
the documents creating the Groundwater Rights (the Sale and Purchase Agreements, Ten -Year
Joint Sale Agreements, and/or Special Warranty Deeds). Before and after Closing, to the
greatest legal extent that Seller is permitted to do so under the terms of the documents creating
the Groundwater Rights, Seller will not authorize or consent to, nor shall Seller itself engage in
or conduct any activity on the Land, (including entering into any oil and gas lease or surface use
00539758;1 - 20 -
630262 5.Doc 5344.7
agreement affecting the Land or Seller's Groundwater Rights), that allows (i) flooding of the
Land; (ii) injection into or disposal of saltwater onto the Land; or (iii) use of fresh subterranean
water located under the Land for (a) any oil, gas or mineral purpose other than drilling,
completion, recompletion, reworking, remediation, and revegetation or (b) the creation of a lake;
pool or pond larger than required for any domestic, wildlife or livestock use that is allowed to be
conducted on the Land under any restrictions applicable to the use of the Retained Water Rights,
as that term is defined in the deeds that conveyed the Groundwater Rights to Seller. The
provisions of this paragraph are also intended to apply to (i) any portion of the Land which Seller
or any affiliate of either entity constituting Seller owns as of the Effective Date or acquires in the
future, and (ii) any mineral rights within any portion of the Land which Seller or any affiliate of
either entity constituting Seller owns as of the Effective Date or acquires in the future. At
Closing, Seller will execute restrictions, to be recorded in the real property records of the
applicable Counties, setting out the terms of this paragraph 2. The term "affiliate" as used in this
Contract shall mean an entity (i) into or with which Seller, or either entity constituting Seller is
merged or consolidated, (ii) to which substantially all of the assets of Seller, or of either entity
constituting Seller, are transferred, or (iii) that controls, is controlled by, or is under common
control with Seller, either entity constituting Seller, or a parent company of any of them. The
term "control" (including the terms "controlling," "controlled by" and "under common control
with" as used in this Contract means the possession, direct or indirect, of the power to direct or
cause the direction of the management and policies of a person, whether through the ownership
of voting securities, by contract, or otherwise. The provisions of this Section I.2. shall not be
construed to (i) impair vested rights of mineral lessees existing as of the date hereof, (ii) make
Seller or an affiliate responsible for oil and gas lessees' or oil and gas drilling companies' failure
to comply with the provisions of this Section I.2., or (iii) prohibit Seller or their respective
affiliates, from entering into future oil and gas leases or other agreements concerning the Land
that do not conflict with the terms of this Contract. The provisions of this Section I.2. shall
survive Closing.
3. Condemnation. Seller will notify Buyer promptly after Seller receives notice
that any part of the Land or Groundwater Rights has been or is threatened to be condemned or
otherwise taken by a governmental or quasi -governmental authority. Buyer may terminate this
Contract in whole or in part as it pertains to specific Groundwater Rights, if the condemnation
would materially affect Buyer's intended use of the Groundwater Rights, by giving notice to
Seller within thirty (30) days after receipt of Seller's notice to Buyer (or before Closing if
Seller's notice is received less than fifteen (15) days before Closing). If Buyer does not terminate
this Contract in whole, or as to specific Groundwater Rights, (a) Buyer and Seller will each have
the right to appear and defend their respective interests in the Groundwater Rights in the
condemnation proceedings; (b) any award in condemnation will be assigned to Buyer to the
extent appropriate to compensate Buyer for the loss of or reduction in the Groundwater Rights;
and (c) if the taking occurs before Closing, the description of the Land or Groundwater Rights
will be revised to delete the portion taken. If the Contract is terminated as to specific
Groundwater Rights, the Purchase Price will be adjusted accordingly.
4. Claims; Hearings. Seller will notify Buyer promptly of any claim or
administrative hearing that is threatened, filed, or initiated before Closing that affects the
Groundwater Rights.
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630262_S.Doc 5344.7
5. Cooperation.
(a) Seller will cooperate with Buyer: (a) before and after Closing to transfer
the applications, Permits, and licenses held by Seller and used in the production of the
Groundwater and to obtain any consents necessary for Buyer to withdraw or produce the
Groundwater; (b) before Closing, with any reasonable and permissible evaluation,
inspection, or study of the Land or the Groundwater; and (c) in all other matters related
to, or arising out of or in connection with, this Contract. These provisions will survive
Closing.
(b) Buyer will cooperate with Seller; (a) before and after Closing to transfer
the applications, Permits, and licenses held by Seller and used in the production of the
Groundwater and to obtain any consents necessary for Buyer to withdraw or produce the
Groundwater; (b) to effect the contemporaneous closing of the acquisition of the fifty
percent (50%) interests Land Owners under the Ten -Year Joint Sale Agreements with the
Closing of the sale of Groundwater Rights by Seller to Buyer hereunder; and (c) in all
other matters related, or arising out of or in connection with, this Contract. These
provisions will survive Closing.
6. Casualty or Other Loss or Damage.
(a) Land and Groundwater Rights. Until Closing has been completed and
funded, the respective owners' thereof will bear the risk of any damage, casualty, or other
loss to the Land or Groundwater Rights. If any damage, casualty, or other loss results in a
material adverse change to Seller's easements and other surface use rights, or in the
quality, quantity, or usability of the Groundwater, Buyer will have the right to terminate
this Contract in whole or as to the specific Groundwater Rights affected. If this Contract
is terminated with regard to specific Groundwater Rights, the Purchase Price will be
adjusted accordingly. If this Contract is terminated in whole, the Earnest Money less the
Independent Consideration shall be promptly returned to Buyer.
(b) Pickens' Water Rights. Until such time as the Pickens' Option to acquire
the Pickens' Water Rights has been exercised pursuant to the Pickens' Option
Agreement, and the closing of the sale of the Pickens' Water Rights thereunder has been
consummated, Buyer will bear the risk of any damage, casualty or other loss to the
Pickens' Water Rights, and Pickens will bear the risk of any damage, casualty, or other
loss to the surface estate. In the event of any damage, casualty or other loss to the
Pickens' Water Rights, Seller's and Pickens' sole remedy will be to exclude the water
rights so affected from the Option Agreement. Upon the exercise of the Pickens' Option,
and closing of the Sale of the Pickens' Water Rights to Pickens, or his successors or
assigns thereunder, Pickens will bear the risk of any damage, casualty or other loss to the
Pickens' Water Rights and the surface estate. These provisions will survive termination
of this Contract.
00539758;1 - 22 -
630262_5.Doc 5344.7
7. Memorandum of Contract; Termination of Contract; No Recording of
Contract. At the request of Buyer, Seller will execute a memorandum of this Contract, in a
mutually acceptable form, to be recorded in the real property records of the Counties. If this
Contract is terminated in whole or in part, the Parties will execute a termination of Contract
document to reflect the termination and cause the termination of Contract to be recorded in the
real property records of the applicable Counties. Neither Buyer nor Seller may file this Contract
in the real property records of any of the Counties. If either Party records this Contract, the other
Party may terminate this Contract and record a notice of termination. At Closing, the Parties will
execute a memorandum of the Pickens' Option Agreement, in a mutually acceptable form, which
includes a description of the restrictions applicable to the Groundwater Rights, to be recorded in
the Real Property Records of Roberts County, Texas. In the event the Pickens' Option
Agreement is in escrow pending satisfaction of any of the Option Contingencies, the
Memorandum of Option Agreement shall reflect this fact.
J. TERMINATION
1. Disposition of Earnest Money after Termination
(a) To Buyer. If Buyer terminates this Contract in whole in accordance with
any of Buyer's rights to terminate, or if this Contract automatically terminates pursuant to
Section D [because the Closing Contingencies were not satisfied or waived by the
Closing Date,] then Buyer and Seller will, within five (5) days after receipt of Buyer's
termination notice, or within five (5) days after the date of automatic termination of this
Contract, as applicable, execute a termination of Contract, and Title Company shall
deliver the Earnest Money to Buyer less the Independent Consideration. Title Company
will record the termination of Contract and return the Earnest Money to Buyer. If Buyer
terminates this Contract in part, or otherwise agrees to buy some but not all of the
Groundwater Rights in accordance with the provisions of this Contract, the Earnest
Money will be retained by Title Company to be applied to the purchase of the remaining
Groundwater Rights under this Contract.
(b) To Seller. If Seller terminates this Contract in accordance with any of
Seller's rights to terminate, then Buyer and Seller will, within five (5) days after receipt
of Seller's termination notice, or within five (5) days after the date of automatic
termination of this Contract, as applicable, execute a termination of Contract and Title
Company shall pay and deliver the Earnest Money to Seller and record the termination of
Contract.
2. Duties after Termination.
If this Contract is terminated, Buyer will promptly return to Seller all of Seller's Records
in Buyer's possession or control. After return of the documents and copies, neither Party will
have further duties or obligations to the other under this Contract, except for those obligations
that cannot be or were not performed before termination of this Contract or that survive
termination of this Contract.
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IC CLOSING
1. Closing. This transaction will close at the offices of the Title Companies
designated for the Closing of the specific Groundwater Rights at the Closing Date and Closing
Time. At Closing, the following will occur:
(a) Closing Documents. The Parties will execute and deliver the Closing
Documents.
(b) Payment of Purchase Price. Buyer will deliver the balance of the
Purchase Price and other amounts that Buyer is obligated to pay under this Contract to
the Title Company in good funds acceptable to the Title Company. The Earnest Money
and any accrued interest will be applied to the Purchase Price.
(c) Disbursement of Funds; Recording; Copies. Title Company will be
instructed to disburse the Purchase Price and other funds in accordance with this
Contract, record the deeds and the other Closing Documents directed to be recorded, and
distribute documents and copies in accordance with the Parties' written instructions.
(d) Delivery of Originals. Seller will deliver to Buyer the originals of
Seller's Records.
(e) Possession. Seller will deliver possession of the Groundwater Rights to
Buyer, subject to the Permitted Exceptions existing at Closing and any liens and security
interests created at Closing to secure financing for the Purchase Price.
2. Transaction Costs
(a) Seller's Costs. Seller will pay one-half (1/2) of the premium for the Title
Policy; one-half (1/2) of the escrow fee charged by the Title Company in connection with
the closings; the costs to obtain, deliver, and record any releases of liens and security
interests; the costs to cure and record the documents to cure Title Objections agreed to be
cured by Seller and to resolve matters shown in Schedule C of the Title Commitment and
as required by this Contract in connection with the Pickens' Option; the costs to record
the deeds, assignments of easements rights, and the Ten -Year Rights of First Refusal
pertaining to Groundwater Rights, and the Ten -Year Joint Sale Agreements, to the extent
applicable; the costs to obtain the UCC Search and certificates or reports of ad valorem
taxes; the costs to deliver copies of the instruments described in Section A.5. above and
Seller's Records; all costs incurred in connection with the purchase of the fifty percent
(50%) undivided interests under the Ten -Year Joint Sale Agreements; any other costs
expressly required to be paid by Seller in this Contract; all recording costs in connection
with the Pickens' Option or documents executed in connection therewith; and Seller's
expenses and attorney's fees.
00539758;1 - 24 -
630262_5.Doc 5344.7
(b) Buyer's Costs. Buyer will pay one-half (1/2) of the premium for the Title
Policy; one-half (1/2) of the escrow fee charged by Title Company in connection with the
Closings; the costs to obtain, deliver, and record all documents other than those to be
obtained or recorded at Seller's expense; the costs to obtain financing of the Purchase
Price; any other costs expressly required to be paid by Buyer in this Contract; and
Buyer's expenses and attorney's fees.
(c) Taxes, Fees, and Assessments. Any taxes, fees or assessments assessed
by any Groundwater Authority shall be prorated as of the Closing Date, Seller being
charged and credited for all of same accrued or payable with respect to periods of time up
to the Closing Date and Buyer being charged and credited for all of same accrued or
payable with respect to periods of time on and after the Closing Date. If the actual
amounts to be prorated are not known as of the Closing Date, the prorations shall be
made on the basis of the best evidence then available, and thereafter, when actual figures
are received, a cash settlement will be made between Seller and Buyer. Unless otherwise
agreed upon by the Parties in writing, the payment of taxes and assessments in
connection with the Groundwater Rights and the Pickens' Water Rights, or the surface
easements in connection therewith, shall be governed by the terms of the documents
creating such rights (the Sale and Purchase Agreements, Ten -Year Joint Sale
Agreements, and/or Special Warranty Deeds). The foregoing notwithstanding, if any of
the Land is, as of the Effective Date, owned by Seller or Boone Pickens, then the
following provisions shall apply: if at any time in the future ad valorem taxes, or other
fees or assessments are assessed against the Groundwater Rights purchased by Buyer,
then Buyer shall be responsible for such taxes, fees or assessments against the purchased
Groundwater Rights for the period after the Closing Date, except for taxes, fees or
assessments assessed against, attributable to, or allocable or allocated to any rights to the
Groundwater used or reserved by the owner of the land, which shall be the obligation of
the holders of such rights. The provisions of this Section K.2.(c) shall survive Closing.
(d) Proration of Expenses and Income. Except as provided in Section K.2.c.
above, all items of expense or income arising in connection with the use or operation of
the Groundwater will be prorated as of the Closing Date. Seller will pay all bills and
expenses that could give rise to a lien against the Land or Groundwater at or before
Closing. Seller will provide Buyer with an affidavit in form and content reasonably
acceptable to Buyer that Seller does not owe any money to any Landowner or other third
party arising out of or in connection with Seller's Groundwater Rights.
(e) Brokers' Commissions. Neither Party has used the services of a Broker
in connection with this transaction.
3. Issuance of Tide Policies. Seller will cause all Title Companies to issue the
Title Policies to Buyer as soon as practicable after Closing.
4. Contemporaneously Closing with Land Owners. The Buyer expressly
acknowledges that the acquisition by Seller of the outstanding fifty percent (50%) interests of the
Land Owners pursuant to the Ten -Year Joint Sale Agreements, or of such interests as Buyer has
00539758;1 - 25 -
630262_5.Doc 5344.7
elected to purchase pursuant to Section F.7., if fewer than all of the outstanding fifty percent
(50%) interests, is contingent upon the contemporaneous Closing and funding of the transactions
contemplated under this Contract, except as provided in Section F.7. for purchases occurring
after Closing, and Buyer shall cooperate, as reasonably required, with Seller in effecting the
contemporaneous Closings.
L. DEFAULT AND REMEDIES
1. Seller's Default; Remedies before Closing. If Seller fails to perform any of its
obligations under this Contract, or if any of Seller's representations are not true and correct as of
the Effective Date or on the Closing Date, or any of its warranties have been breached ("Seller's
Default'), then except for Buyer's rights provided in Section F for partial purchase of the
Groundwater Rights, Buyer may elect either of the following as its sole and exclusive remedy
before Closing:
(a) Termination; Liquidated Damages. Buyer may terminate this Contract
by giving notice to Seller on or before the Closing Date and Closing Time and have the
Earnest Money, less the Independent Consideration, returned to Buyer. If Seller's Default
occurs after Buyer has incurred costs to investigate the Land or Groundwater Rights and
Buyer terminates this Contract in accordance with the previous sentence, Seller will also
pay to Buyer as liquidated damages the lesser of Buyer's actual out-of-pocket expenses
incurred to investigate the Land and Groundwater after the Effective Date ("Buyer's
Expenses") or the amount of Buyer's Liquidated Damages, within thirty (30) days after
Seller's receipt of an invoice from Buyer stating the amount of Buyer's Expenses. Buyer
will provide Seller with reasonable evidence of Buyer's Expenses within fifteen (15) days
after Seller's request.
(b) Specific Performance. Buyer may enforce specific performance of
Seller's obligations under this Contract. If title to the Groundwater Rights is awarded to
Buyer, the conveyance will be subject to the matters stated in the Title Commitments,
except for the Schedule C matters, which still must be cured or resolved by Seller.
2. Seller's Default; Remedies after Closing. If Seller breaches any of its
warranties given in this Contract or any of its obligations under Section I.I. or I.2. above, or if
any of Seller's representations are not true and correct as of the Effective Date or on the Closing
Date, and Buyer does not become aware of the breach or untruth or incorrectness until after
Closing, Buyer will have all the rights and remedies available at law or in equity. If after
Closing, Seller fails to perform any of its obligations under this Contract that survive Closing,
Buyer will have all rights and remedies available at law or in equity unless otherwise provided
by the Closing Documents.
3. Buyer's Default; Remedies before Closing. If Buyer fails to perform any of its
obligations under this Contract ("Buyer's Default'), Seller will have the following as its sole and
exclusive remedy before Closing:
00539758;1 - 26 -
630262_5.Doc 5344.7
(a) Termination; Liquidated Damages. Seller may terminate this Contract
by giving notice to Buyer on or before the Closing Date and Closing Time and have the
Earnest Money paid to Seller as liquidated damages. If Buyer's Default occurs after
Seller has incurred costs to perform its obligations under this Contract and Seller
terminates this Contract in accordance with the previous sentence, Buyer will also
reimburse Seller for the lesser of. (i) Seller's actual out-of-pocket expenses incurred after
the effective date of the Letter of Intent to perform its obligations under this Contract
("Seller's Expenses"); or (ii) the amount of Seller's Additional Liquidated Damages,
within thirty (30) days after Buyer's receipt of an invoice from Seller stating the amount
of Seller's Expenses. Seller will provide Buyer with reasonable evidence of Seller's
Expenses within fifteen (15) days after Buyer's request.
4. Buyer's Default; Remedies after Closing. If after Closing Buyer fails to
perform any of its obligations under this Contract that survive Closing, Seller will have all rights
and remedies available at law or in equity unless otherwise provided by the Closing Documents.
5. Liquidated Damages. The Parties agree that just compensation for the harm
that would be caused by a default by either Party cannot be accurately estimated or would be
very difficult to accurately estimate and that the Earnest Money and the amounts provided above
are reasonable forecasts of just compensation to the non -defaulting Party for the harm that would
be caused by a default.
6. Attorney's Fees. If either Party retains an attorney to enforce this Contract, the
Party prevailing in litigation is entitled to recover reasonable attorney's fees and court costs.
7. Mediation. Each Party shall give the other Party prompt written notice if it
becomes aware of any breach by the other Party of its warranties or obligations under this
Contract, or of any other default by the other Party under this Contract. The Parties agree to
mediate any dispute arising under or in connection with the Contract before filing suit for
damages.
M. MISCELLANEOUS PROVISIONS
1. Notices. Any notice required by or permitted under this Contract must be in
writing. Any notice required by this Contract will be deemed to be delivered (whether actually
received or not) when deposited with the United States Postal Service, postage prepaid, certified
mail, return receipt requested, and addressed to the intended recipient at the address shown in
this Contract. Notice may also be given by regular mail, personal delivery, courier delivery,
facsimile transmission, or other commercially reasonable means and will be effective when
actually received. Any address for notice may be changed by written notice delivered as
provided herein. Copies of each notice must be given by one of these methods to the attorney of
the Party to whom notice is given. Delivery of notice to such attorney alone will constitute valid
delivery of notice to the Party, except in instances where notice to the Party is required to be
given under applicable law.
00539758;1 - 27 -
630262_5.Doc 5344.7
2. Entire Agreement. This Contract, together with its exhibits, all terms and
agreements to be agreed upon by the Parties prior to expiration of the Inspection Period as
provided herein, and any Closing Documents delivered at Closing constitute the entire agreement
of the Parties concerning the sale and use of the Groundwater Rights and the sale and use of the
Pickens' Water Rights. There are no oral representations, warranties, agreements, or promises
between the Parties pertaining to the sale and use of the Groundwater Rights and Land that are
not expressly set forth in those documents. All exhibits to this Contract are incorporated herein.
3. Amendment. This Contract may be amended only by an instrument in writing
signed by the Parties.
4. Prohibition of Assignment. Neither Buyer nor Seller may assign this Contract
or any of Buyer's or Seller's rights under this Contract without the other Parry's prior written
consent, and any attempted assignment is void. Notwithstanding the foregoing, Buyer may
assign this Contract and Buyer's rights under it, in whole or in part, without prior written consent
of Seller, to a Member City.
6. Survival_ The provisions of this Contract that expressly survive termination or
Closing and all other obligations of this Contract that are performable after termination or
Closing, or that cannot be performed before termination of this Contract or before Closing will
survive termination of this Contract or Closing, and the legal doctrine of merger will not apply to
these matters. If there is any conflict between the Closing Documents and this Contract, the
Closing Documents will control.
7. Choice of Law. This Contract will be construed under the laws of the state of
Texas, without regard to choice -of -law rules of any jurisdiction. Venue is in the county in which
all, or the majority, of the Land is located, except as otherwise provided by applicable law.
8. Waiver of Default. It is not a waiver of default if the non -defaulting Party fails
to declare immediately a default or delays taking any action with respect to the default.
9. No Third -Party Beneficiaries. There are no third -party beneficiaries of this
Contract.
10. Severability. The provisions of this Contract are severable. If a court of
competent jurisdiction finds that any provision of this Contract is unenforceable, the remaining
provisions will remain in effect without the unenforceable provisions, and will, to the greatest
extent possible, be reformed to carry out the intent of the Parties as closely as possible.
11. Ambiguities Not to Be Construed against Party Who Drafted Contract The
rule of construction that ambiguities in a document will be construed against the Party who
drafted it will not be applied in interpreting this Contract.
12. No Special Relationship. The Parties' relationship is an ordinary commercial
relationship, and the Parties do not intend to create the relationship of principal and agent,
partners, joint venturers, joint enterprise or any other special relationship.
00539758;1 - 28 -
630262_5.Doc 5344.7
13. Counterparts. If this Contract is executed in multiple counterparts, all
counterparts taken together will constitute this Contract. The Parties agree that signatures
transmitted by the Parties by facsimile or email will have the same force and effect as original
signatures.
14. Confidentiality. Buyer is a governmental body subject to the Texas Public
Information Act, Section 552.001 et seq. of the Texas Government Code (the "Act"). All records
maintained by Buyer, including contracts, and information received by Buyer in connection with
contracts, are presumed to be public information and available to the public, except as
specifically provided by the Act. Any confidentiality provision contained in this Contract is
subject to the provisions of the Act. If a written request is made under the Act for a copy of this
Contract, and in the Buyer's opinion, an exception to disclosure applies, the Buyer will request a
decision from the Texas Attorney General as to whether the information must be disclosed. The
Buyer will abide by the decision of the Texas Attorney General.
Any information or materials submitted to Buyer that the Seller considers confidential
under the provisions of the Act must be clearly and conspicuously marked "CONFIDENTIAL."
If at any time during the pendency of this Contract, a written request is made pursuant to the
provisions of the Act for information that the Seller has marked Confidential, Buyer will
endeavor to advise the Seller of the request within ten (10) business days after receiving the
request. If the Seller requests Buyer to withhold the information because Seller believes it to be
exempt from disclosure under the Act, Buyer will request a decision from the Texas Attorney
General as to whether the information must be disclosed, but the Seller will be responsible for
providing to the Texas Attorney General, at the Seller's sole expense, any and all information
required to establish to the Texas Attorney General that the requested information is excepted
from disclosure wider the Act. The Buyer will abide by the decision of the Texas Attorney
General.
In the event of a conflict between the provisions of this section and any of the other terms
or provisions of this Contract, the provisions of this section shall apply.
15. Binding Effect. This Contract binds, benefits, and may be enforced by the
Parties and their respective successors, legal representatives, and permitted assigns.
00539758;1 - 29 -
630262_5.Doc 5344.7
Mesa Water L.P., a Texas limited partnership
By: Mesa Water GP, LLC, its General Partner
Robert L. Stillwell
Managing Director
Date:
Mesa Water Holding, L.P., a Texas limited
partnership
By: Mesa Water Holding GP, LLC, its General
Partner
Robert L. Stillwell
Managing Director
Date:
Canadian River Municipal Water Authority
LO
Kent Satterwhite, General Manager
Date:
IM
Norman Wright, President
Board of Directors
Date:
00539758;1 - 30 -
630262 5.Doe 5344.7
Attest:
Kent Satterwhite, Secretary of Board
Canadian River Municipal Water
Authority
00539758;1 - 31 -
630262_5.Doc 5344.7
CONSENT AND JOINDER:
The undersigned, Boone Pickens, executes this Contract for the sole purpose of evidencing his
Agreement to be bound by the terms of the Contract pertaining to the Buffer Zone, the Pickens'
Option, the Pickens' Water Rights, the Pickens' Option Agreement, the Option Escrow
Agreement, the Guaranty and the Non -Competition Agreement.
Boone Pickens
Date:
00539758;1 - 32 -
630262_5.Doc 5344.7
Title Company acknowledges receipt of Earnest Money in the amount of Fifty Thousand
and 00/100 Dollars ($50,000.00) and a copy of the fully executed Contract. Title
Company and the undersigned person signing on its behalf agree to serve as escrow agent
in accordance with the provisions of this Contract.
Stewart Title Guaranty Company
LO
Name:
Title:
Date:
00539758;1 — 33 -
630262_5.Doc 5344.7
Mesa Water L.P., a Texas limited partnership
By. Mesa Water GP, LLC, its General Partner
Robert L. Stillwell
Managing Director
Date: (" �- — I
Mesa Water Holding, L.P., a Texas limited
partnership
By: Mesa Water Holding GP, LLC, its General
Partner
obert L. Stillwell
Managing Director
Date: ( -� )
Canadian River Municipal Water Authority
By:
Kent Satterwhite, General Manager
Date:
B Y.
No Wright, President
Board of Directors
Date: b, _ -)- J 1
00539758;1 - 30 -
630262 S.Doc 5344.7
Attest:
j-j--
Kent Satterwhite, Secretary of Board
Canadian River Municipal Water
Authority
00539758;1 - 31 -
630262_5.Doc 5344.7
CONSENT AND JOINDER:
The undersigned, Boone Pickens, executes this Contract for the sole purpose of evidencing his
Agreement to be bound by the terms of the Contract pertaining to the Buffer Zone, the Pickens'
Option, the Pickens' Water Rights, the Pickens' Option Agreement, the Option Escrow
Agreement, the Guaranty and the Non -Competition Agreement.
Boone Pickens
Date: (9 D-�a — 1
00539758;l - 32 -
630262_5.Doc 5344.7
Title Company acknowledges receipt of Earnest Money in the amount of Fifty Thousand
and 00/100 Dollars ($50,000.00) and a copy of the fully executed Contract. Title
Company and the undersigned person signing on its behalf agree to serve as escrow -agent
in accordance with the provisions of this Contract. r
ME
Job W . Knox
ivtctor ot WaUer RXqhts Services
Date:
005397S8;1 - 33 -
630262_S.Doe 5W.7
EXHIBIT A
Description of the Land;
List of Sales and Purchase Agreements and
Executed Ten -Year Joint Sale Agreements
DESCRIPTION O1; LAND.
Denotes -that metes and bound~ are not included in this description, 'hut are found on the
description located in the Purchase and Sale Agreement. i
TRACT
DCS RIPTION OF LAND
4
A tract of land out of Sections 73 and 74, Block A-2, H&GN RR Co Survey.
Hemphill County, Texas~, being more particularly described by mete~ and bounds,
and containing 421.896 acres. more or less.
5
Sections 45. 53, the SW/4 of 52, 64, and 73 (Fast of County Road), all in Block A-
2, H&GN RR Co. Survey, Hemphill County, Texas. All of the Westerly 65.56
acres of the Ramon Bargas Survey, Hemphill Co., Texas, said Survey being
described in Patent No. 521, Volume 21, from the State of Texas to Ramon Bargas,
recorded in Volume 21, Pace 295, of the Patent Records of Hemphill Co., Texas.
47.83 acres East of the County Road in Section 18, Block y. W.W. Lewis Survey,
Hemphill Co., Texas. The W/2 of ,Section 18, 399.94 acres lying east of the County
Road in Section 8, Section 17 (All that part of this Section lying South of' U.S.
Highway No. 60, except the SW/4 thereof), and all that portion of the SIJ4 Section
I
32 lying South of the south Right -of -Way line of U.S. Highway No. 60, all in Block
`
L I&GN RR Co. Survey, Hemphill Co., Texas. Combined, containing 3.877.129
acres, more or less.
8
Section 54, Block A-2, H&GN RR Co. Survey, containing 643.88 acres, more or
less. Section 55, Block A-2. H&GN RR Co. Survey, containing 640.00 acres, more
or less. All in Hemphill County, Texas and containing 1,283.88 acres, more or less.
I
Section 51, Block A-2, H&GN RR Co. ,Survey, containing 640.00 acres, more or
less. Section 66, Block A-2. H&GN RR Co. Survey, containing 644.50 acres, more
or less. All in Hemphill County, Texas and containing 1,284.50 acres, more or less.
21
All of the bast one-half (E/2) of the Southwest Quarter (SW/4) of Section No.
Twelve (12), in Block A-2, H&GN RR Co. Survey, Hemphill County, Texas.
28
407.514 acre~ in Hemphill County, Texas, described &s:
Tract One: All of Section 74, Block A-2. H&GN RR Survey. Abstract No. 1002,
Certificate No. 4/651, Patent No. 608. Volume 56. dated October 28, 1918.
Hemphill County. Texas.
Tract Two: A tract of land being part of Section 73. Block A-2. H&GN RR.
Survey, Abstract No. 122, Certificate No. 4/6.51. Patent No. 551. Volume 54. dated
December 9. 1880. Hemphill County, Texas. lying West of the Westerly Right of
Way line of a 80 foot wide County Road, more particularly described by metes and
tTract
bounds, and containing 33.13 acres of land. more or less.
TEtree: All of the portion of Section 18, Block Y, W.W. Lewis Survey.
630914_I.L)0Cx->344.Q07
Abstraost No, 1226. Patent No. 607. Volume 56. dated October 28, 1918. Hemphill
County. Texas. lying North of and immediately adjacent to Section 74, Block A-2.
H&GN RR. ,Survey, Hemphill County, Texas; and all of that Portion of Section 18,
Block Y, W.W. Lewis Survey, Hemphill County, Texas, lying North of and
immediately adjacent to Section 73, Block A-2. MON RR. Survey, Hemphill
County, Texas and Westerly from the Westerly Right of Way of a road running
through said Sccbon 73 and through and across Section 18. the course of which
road running through said Section 73 and 18 is described in Deed to Hemphill
County. Texas, recorded in Volume 45 at Page 245 of the Deed Records of
Hemphill County. Texas, containing approximately 156.28 acres of land, more or
less.
As to Tracts One, Two and Thrcc: SAVE & FXCI,I'T therefrom a tract of land out
of Sections 74 and 73. Block A-2, H&GN RR. Co. Survey. Hemphill County, more
particularly described by metes and bounds as follows, and containing 421.896
acres. more or loss.
31 Section 20 & 27, Block A-2, H&GN RR Co. Survey, Hemphill County, Texas,
containing 1280.00 acres, more or less.
33 All that certain tract of land in Section 52, Block A-2. H&GN RR Co. Survey,
Hemphill County. Texas, being more fully described by metes and bounds, and
containin« 92,38 acres. more or less.
34 The South 500.00 acres out of Section 14, Block 2. I&GN RR Co. Survey, Roberts
Countv, Texas.
36 Sections 84, 85, 867 87, 88, 89, 90, 91, 128 & 129 Block C, G&M Survey: Sections
25 & 26, Block A -I, D&SC RR Co. ,Survey; Sections 6 & 7, Block A -I, 1-L&RR
RR Co. Survey, Roberts County, Texas, containing 7961.00 acres. more or less. _
37 Section 8, 122 15, 17, 18, 19 & 20, Block A-1, CL&RR RIZ Co. Survey; the West
122.00 acres out of Section 9, Block A-1, LL&RR RR Co. Survey; the West 67.00
acres out of Section 11. Block A-1, GL&RR RR Co. Survey; the West 220.00 acres
out of Section 13, Block A-1, GL&RR RR Co. Survey: the West 153.00 acres out
of Section 14, Block A-1. EL&RR RR Co. Survey; the West 245.00 acres out of
Section 16, Block A -I, EL&RR RR Co. Survey; Sections 21 & 22, Block A-1,
CFCO Survey; Sections 23 & 24, Block A- 1, CFCO Survey; Sections 1, 3, 4, 5, 6.
7, 8, 9, 10, 11, 12, 13 & 14, Block A-2. F URR RR Co. Survey; Section 187,
Block 42, H&TC RR Co. Survey; the Northwest 214.00 acres out of Section I 18.
Block C, G&M Survey: Section 123, 124, 125, 126. 127 & 132, Block C, G&M
Survey, all in Roberts County, Texas, and containin 11,976.59 acres, more or less.
39 Section 139, Block 2. I&GN RR Co. Survey, Rlynbcrts County, Texas containing
640.00 acres, more or less. Section 139, Block 2, I&ON RR Co. Survey, Roberts
County, Texas containing 640.00 acres, more or less. Section 145. Block 2, I&GN
RR Co. Survey. Roberts County. Texas containing 640.00 acres. more or less. 60.6
acre% out of the North Half of Section 143. Block 2. I&GN R.R. Co. Survey. more
fully described by metes and bounds, The East 289.90 acres out of Section 144.
Block 2. 1.&G.N. R.R. Co. Survey, being all except 30.1 Acres of the Fast Half cif
Section 144. Block 2, 1.&G.N. R.R. Co. Survey, Roberts County, Texas, being
more Barticularly described by metes and bounds.
610914_ 1.1)(ICX - 5144 007
TRACT
DESCRIPTION OF LAND
,Section 165, Block 2, 1&GN RR Co. Survey, containing 640.00 acres, more or less.
40
The West part of the North Half (N2) of Section 143, Block 2, I&GN RR Co.
Survey, containing 259.40 acres, more or less, All in Roberts County, Texas and
containing 899.40 acres, more or less.
48
The North 300 acres out of the East Hall' (P,/2) of Section 13, Block A-2, H&GN
RR Co. Survey. 90.00 acres out of ,Section 13, Block A-2, H&GN RR Co. Survey,
and being more Particularly described with metes and bounds, and containing
390.00 acres. more or less.
51
The East Half (E/2) of Section 32, Block M-2, H&GN RR Co. Survey, Roberts
County, Texas, and containing 320.00 acres, more or less.
52
The West Half (W/2) of Section 32, Block M-2, H&GN RR Co. Survey, Roberts
County, Texas, and containing, 320.00 acres, more or less.
54
TRACT I: A 57.01 acre tract of land under fence Out of Section 62. Block M-2.
H&GN RR Co. ;Survey, Roberts County. Texas, being more Particularly described
by metes and bounds.
TRACT 2: Being a part of 80-cation Sixty -One (61) which lies Bast of the center line
of an old road, and part of Section sixty-two (62). both in the H&GN RR Co.
Survey. Block M-2. iti Roberts County. Texas. more particularly described by
_
metes and bounds. and umtainint 681.51 acres, more or less. _
55
Section 44, Block 3, 1&GN RR Co. Survey, Gray County, Texas, containing 640.00
acres, more or less. _
56
Section 218, Block M-2, BS&F RR Co. Survey, containing 640.00 acres, more or
less. 56.50 acres out of Section 25, Block S, Albert Converse Survey, and more
particularly described in Patent from the State of Texas to Thomas Cook, Assignee,
and recorded in Volume 1, Page 352, of the Patent Records of Gray County, Texas.
1
All in Cray County, Texas and containing 696.50 acres, more or less.
58
The West Half (W/2) of Section 113, Block M-2, BS&F RR Co. Survey, Gray
County, Texas, containing 320.00 acres, more or less.
59
The Northeast Quarter (NE/4) and the North Half (N/2) of the Northwest Quarter
(NW/4) of Section 117, Block M-2, BS&F RR Co. Survey, containing 240.00
acres, more or less. The South Half (S/2) and the Northwest Quarter (NW/4) of
Section 118, Block M-2, BS&F RR Co. Survey, containing 480.00 acres, more or
less. All in Gray County, Texas, and containing 720.00 acres, more or less.
_
61
Traot One: The East Half of Section 80, block M-2. H&GN RR Co. Survey,
containing 320,00 aorc%, more or less, situated in Gray County, Texas,
Tract Two: A triangle shaped tract of land containing 28.50 acres. more or less. out
of Section 81, Block M-2, H&GN RR Co. Survey. and being more Particularly
described by metes and bound~. _
62
333 acres of the South Half (S/2) and the Northwest Quarter (NW/4) of Section 86.
Block M-2, H&GN RR Co. Survey, Gray County, Texas, as more particularly
described in the survey and deed to he delivered at closing.
63
The North Half (N/2) of Section 85, Block M-2. H&GN RR Co. Survey, Gray
County, Texas, containin� 320.00 acre~, more or less.
64
Section 112, Block M-2, BS&F RR Co. Survey, containing 640.00 acres, more or
less. The West Half (W/2) of Section 111. Block M-2, BS&F RR Co. Survey.
6309141 rX }C'X - 5344,007
TRACT
DESCRIPTION OF LAND _
containing 320.00 acres, more or less. The Northeast Quarter (NE/4) of Section
118, Block M-2, BS&F RR Co. Survey, containing 160.00 acres. more or less. The
South Half (,S/2) of Section 85, Block M-2, H&GN RR Co. Survey, containing
320.00 acres, more or less. Tlie West Half (W/2) of Section 80, Block M-2, H&GN
RR Co. Survey, containing 320.00 acres, more or less. All in Gray County, Texas,
and containing 1760.00 acres, more or less.
65
Tract 1: All of ,Section 87, Block M-2. of the H&GN RR Co. Survey, situated in
Gray County, Texas. SAVL AND 1;XCI:1'T the West 80.05 acres, more particularly
described by metes and bounds.
Tract 2: All of Section 88, Block M-2. of the H&GN RR Co. Survey. situated in
Gray Count , Texas.
67
The Southeast Quarter (SE/4) of Section 27, Block M-2, H&GN RR Co. Survey,
containing 160.00 acres, more or less. The South One -Third (S/3) of the Northeast
Quarter (NE/4) of Section 27, Block M-2, H&GN RR Co. Survey, containing 53,33
acres, more or less. All in Gray County, Texas, and containing 213.33 acres, more
or less.
69
The Southeast Quarter (SE/4) of Section 77, Block M-2, H&GN RR Co. Survey.
Cray County, Texas, containing 160.00 acres, more or less.
70
The East Half (L/2) of Section 109. Block M-2, BS&F RR Co. Survey, Gray
County, Texas, containing 320.00 acres, more or less.
76
The Southeast Quarter (SE/4) of Section 5, Block M-2, H&GN R.R. Survey, A-
10.5, Roberts County, Texas.
78
Section 42, Block M-2, H&GN RR Co, Survey, A-961, Roberts County, Texas.
86
98.68 acres, more or less, out of Section 63, Block M-2, H&GN RR Co. Survey.
284.00 acres, more or less, out of Section 62, Block M-2, H&GN RR Co. Survey.
All in Roberts County, Texas, and containing 382.68 acres, more or less.
87
Tract I: That certain tract or parcel of land lying and being situated in Roberts
County, Texas described as a tract of land 243' x 140' out of Section 71. Block M-
2. H&GN RR Co. Survey, more particularly described'by metes and bounds.
Tract 2: A tract of land out of the lust 2/3 of Section 71. Block M-2, H&GN RR
Co. Survey, Roberts County, Texas and being more particularly described by metes
and bounds. Said tract containing 1.59 acres of land, more or less.
Tr et : A tract of 123.67 acres of land. more or less, out of the East 2/3 of Section
71. Block M-2. H&GN RR Co. Survey. original Grantee. Roberts County, Texas
and being more fully described by metes and bounds.
SAVE AND EXCEPT the following described tract of land which has heretofore
been deeded to the City of Miami, et al, by instrument exucutcd by R.J. Bean and
shown of record in the Deed Records of Roberts County. Texas: BEING A TRACT
adjoining the Southwesterly bide of the Christopher Addition to the City of Miami.
Roberts County, Texas. and more fully described by motes and bounds. The above
described tract are SUBJECT TO an outstanding reservation of the oil. gas and
other minerals in. under and that may be produced from the same and all rights -of -
ways and easements of record in the office of the County Clerk of Roberts County.
Texas. All in Roberts County. Texas and containing a total of 119.51 acres more or
less. J
630914_1,L)O k - 4-344 p07
TRACT
DESCRIPTION OF LAND _
The Northwest Quarter (NW/4) and the West Half (W/2) of the Northeast Quarter
88
(NE-M) of Section 3, Block M-2, H&GN RR Co. Survey, Roberts County, Texas,
containing 240.00 acres, more or less.
90
The Northwest Quarter (NW/4) of Section 27, Block M-2, 13S&1- RR Co. Survey,
Roberts and Gray Counties, Texas, containing 160.00 acres, more or less.
95
1270) acres out of Section 60. Block M-2. H&GN RR Co. Survey, Roberts
County, Texas, more' ailioularlVr described b + metes and bounds.
The Northeast Quarter (NE/4) of Section 59, Block M-2, H&GN RR Co. Survey,
98
A-95, Roberts County, Texas.
100
Section 4, Block M-2, H&GN RR Co. Survey. A-919. Roberts County, Texas.
SAVE AND IiXCUPT a 10-acre tract out of the Southwest Quarter of Section 4.
Block M-2. H&CAN RR. Co, Surveys in Roberts County, Texas, more particularly
described hy metes and hounds and containing 10.0 acres, more or less.
101
The Southwest Quarter (SW/4) of Section 5, Block M-2, H&GN RR Co. Survey,
Roberts County, Texas, and containing 160.00 acres, more or less.
The Northeast Quarter (NE/4) of Section 5, Block M-2, H&GN RR Co. Survey,
_
102
Roberts County, Texas, containing 160.00 acres, more or less.
The North Half (N/2) and the East Three -Fourths (13/4) of the South Hall' (S/2) of
104
Section 43, Block M-2, H&GN RR Co. Survey, containing 560.00 acres, more or
less. The Northeast Quarter (NE/4) of Section 60, Block M-2. H&GN RR Co.
Survey, containing 160.00 acres, more or less. All in Roberts County, Texas and
containing 720.00 acres. more or less.
105
All Section 31, Block M-2, H&GN Ry. Co. Survey, Roberts County, Texas,
containing 640.00 acres, more or less.
107
Section 7, Block M-2, H&GN RR Co. Survey, containing 640.00 acres, more or
'
less. The East Half (E/2) of Section 16, Block M-2, H&GN RR Co. Survey,
containing 320.00 acres. more or less. All in Roberts County, Texas, and
containing 960.00 acres, more or less.
108
Section 72. 73. 74 and the Northcast Quarter (NE/4) of Section 75. Block M-2.
H&GN RR Co. Survey, and containing 2080.00 acres. more or less. 1.00 acre,
more or less, out of Section 62, Block M-2, H&GN RR Co. Survey. 2.50 acres.
more or less, out of Section 62. Block M-2. H&GN RR Co. Survey. 24.00 acres.
more or less. out of Section 62, Block M-2, H&GN RR Co Survey. 15.2 acres,
more or less, out of Section 62, Block M-2. H&GN RR Co. Survey. 222.00 acres.
more or Iess, out of Section 61. Block M-2, H&GN RR Co. Survey. All in Roberts
County, Texas. and containing, 2344.70 acres, more or less.
112
That part of Section 105, Block M-2. BS&F RR Co. Survey, lying North of the
AT&SF Railroad, containing 397.27 acres, more or less. That part of Section 123,
Block M-2. BS&F RR Co. Survey, lying North of the AT&SF Railroad, containing
35.40 acres, more or less. That Part of Section 138, Block M-2, BS&F RR Co.
Survey, lying North of the AT&SF Railroad, containing 212.10 acres, more or less.
That part of Section 155, Block M-2, BS&1- RR Co. Survey, lying North of the
AT&SF Railroad, containing, 355.00 acres, more or less. That part of Section 124,
Block M-2, BS&P RR Co. Survey. lying North of the AT&SF Railroad, containing
316,67 acres, more or less. All in Roberts County. Texas, containing 1,316.44
610914_1 L)OCX 5144.007
TRACT
DESCRIPTION OF LAND
acres, more or less. _
115
Sections 125, 136, 137, 156 and the North Half (N/2) of ,Section 124, Block M-2,
BS&F RR Co. Survey, containing 2881.00 acres, more or less. That part of Section
104, Block M-2, BS&F R1Z Co. Survey, lying North of the AT&SF Railroad,
containing 637.37 acres, more or less. That part of Section 135, 13lock M-2, BS&F
RR Co. Survey, lying South and East of Farm to Markel road 282, containing
164.50 acres, more or less. All in Roberts County, Texas, and containing 3682.87
acres, more or less.
118
The North Half (N/2) of Section 114, the North Half (N/2) of Section 117, and the
North Half (N/2) of Section 140, Block 2, I&GN RR Co. Survey, containing 960.00
acres, more or less. ,Save and Except: Two acres out of the North Half (N/2) of
Section 117. Block 2, I&GN RR Co. Survey. All in Roberts County, Texas, and
containing 958.00 acres, more or less.
119
The South Half (S/2) of Section 65, Block 2, I&GN RR Co. Survey, Roberts
_
County, Texas, and containing 320.00 acres, more or less.
120
Being the South Half (S/2) of the Southeast Quarter (SE/4) of Section 36. Block 2,
I&GN RR Co. Survey, A-256, Roberts County, Texas.
121
Being the last Half (E/2) of the Northwest Quarter (NW/4) of Section 36, Block 2,
I&GN RR Co. Survey, A-256, Roberts County, Texas.
The North Half (N/2) of Section 39, Block 2, I&GN RR Co. Survey, Roberts
123
County, Texas, containing 320.00 acres, more or less. _
Section 40, Block 2, I&GN RR Co. Survey, Roberts County, Texas, containing
124
640.00 acres, more or less.
125
,Section 15, Block 2, I&GN RR Co. Survey, A-235, Roberts County, Texas.
127
Section 16, Block 2, I&GN RR Co, ,Survey, Roberts County, Texas, containing
640.00 acres, more or less.
140
Section 161, Block M-2, BS&F Survey, A-32, Roberts County, Texas, Section No.
164, Block M-2. BS&F Survey, A-874, Roberts County, Texas. The Northeast
One -Fourth of Section No. 195. Block M-2, BS&F Survey, A-21. Roberts County,
Texas.
158
All that part of Section 63, M-2. H&GN RR. Co. Survey, A-283, located North of
the Panhandle and Santa Fe Railroad Right -of -Way. SAVE AND EXCEPT 1.28
acres more particularly described in Deed dated February 6, 1904, executed by W.
Coffee to George Nickel recorded in Volume 8, Page 411, of the Deed Records of
Roberts County, Texas.
174
Sections I. 2, 3. 4, 5 & 10, Block A-1, EI,&RR RR Co. Survey. containing 1920.00
acres. more or letis. The Last 198.00 acres. more or less. out of Section 9. Block A-
1 BURR RR Co. Survey, The East 253.00 acres. more or less, out of Section 11,
Block. A-1 BIARR RR Co. Survey. The East 100.00 acres, more or less, out of
Section 13. Block A -I, 1',1.&IZR R1Z Co. Survey. The 1?ast 167.00 acres, more or
less, out of Section 14, Block A-1, 1.1,&RR RR Co. Survey. 75.00 acres out of
Section 16. Block A-1. I1L&RR RR Co. Survey, more particularly described by
Metes and Bounds. Sections 65, 66 & 79, Block B-1, H&GN RR Co. Survey,
containing 1920.00 acres, more or less. Sections 120, 121 & 122, Block C, Gunter
& Munson Survey. containing_ 1920.00 acres. more or less. The West 200.00 acres.
6309141 unc'x - 5343.007
TRACT
DESCRIPTION OF LAND
more or less, out of Section 98. Block C, Gunter & Munson Survey. The West
200.00 acres. more or less, out of Section 107, Block C. Gunter & Munson Survey.
The West 200.00 acres, more or less. out of Section 110, Block C, Gunter &
Munson Survey. The West 443.60 acres, more or less, out of Section 116. 131ock C,
Gunter & Munson Survey. Section 117, Block C. Gunter & Munson Survey.
containing 636.40 acres, more or less. Section 119. Block C. Gunter & Munson
Survey, containing 621.00 acres, more or less. That portion of the West 200.00
acres of Section 109, Block C, Gunter & Munson Survey, lying South of the South
line of Section 120 extended to the East line of the West 200.00 acres of said
Section 108, containing 150.00 acres, more or less. That portion of the West
200.00 acres of Section 108. 13lock C. Gunter & Munson Survey, lying North of the
South line of the West 2W.00 acres of sidd Section 108, containing 55,65 acres.
more or less, and more Particularly described by metes and bound~. 414.00 acres.
more or less, out of the Easterly portion of Section 118. 13lock C, Gunter & Munson
Survey, being more Particularly described by mete~ and bound~. All in Roberts
County, Texas, and containing 9,400.00 acres, more or less.
177
Section 71, Block M-2, H&GN RR Co. Survey, containing 48.00 acres, more or
less. Section 93, Block M-2, BS&F RR Co. Survey, containing 107.90 acres, more
or less. Section 94, Block M-2, BS&F RR Co. Survey, containing 494.00 acres,
more or less. Section 103, Block M-2, BS&F RR Co. Survey, containing 167.10
acres, more or less. All in Roberts County, Texas, containing 817.00 acres, more or
less, save and except for tracts 1. 2, and 3 generally shown on Annex I attached to
the Purchase and Sale Abreemcnt, as more particularly described in the deed
delivered at closing.
180
The West 350.10 acres of Section 144, Block 2, I&GN RR Co. Survey.
181
Section 93, Block 2, [&GN RR Co. Survey, Roberts County, Texas and containing
627.00 acres, more or less.
182
Section 118 & 119, Block 2, I&GN RR Co. ,Survey, Roberts County, Texas and
containing 1280.00 acres, more or less.
185
Section 41, Block 2, I&GN RR Co. Survey, Roberts County. Texas, containing
640.00 acres, more or less.
186
The South Half (S/2) of Section 39, Block 2, I&GN RR Co. Survey, Roberts
County, xas, containing 320.00 acres, more or less.
187
Section 171, Block M-2, BS&F RR Co. Survey, containing 640.00 acres, more or
less. Section 188, Block M-2, BS&F RR Co. Survey, containing 640.00 acres,
more or less. Section 205. Block M-2, BS&F RR Co. Survey, containinb 640.00
acres, more or less. Section 6. R. Turcotte Survey, containing 57.50 acres, more or
less. All in Roberts County, Texas and containing 1977.50 acres, more or less.
190
Section 94, Block M-2, BS&F RR Co. Survey, containing 111.40 acres, more or
less. Section 71, Block M-2. H&GN RR Co. Survey, containing 36.50 acres, more
or less. All in Roberts County, Texas and containing 147.90 acres, more or less.
205
Tract One: The Northeast Quarter (NE/4) of the Northeast Quarter (Nl'?/4) of
Section 14, Block A-2. H&GN RR Co. Survey, containing 43.20 acres, more or
less.
Tract Two: All of Section 15, A-2, H&GN RR Co. Survey, containing 643.62
61091.4_1.DOV%. - i144 OU7
TRACT
DESCRIPTION OF LAND
acres, more or less.
226
Tract One: Being the North Half of Section 1, Block A-4. Cherokee Furnace Co.
Survey, A-446, Roberts County, Texas.
Tract Two: intentionally Deleted
Tract Three: Being the North One -Third (N/3) of Section 3, BBB&C RR Co.
Survey, A-5, Roberts County, Texas.
Tract lour: Being that part of Section 4, Block B, H&GN RR Co. Survey, A-916,
lying Last of State Highway 70, Roberts County, Texas.
Tract live: Being Section 5, Block B, H&GN RR Co. Survey, A-82, Roberts
Comity, Texas.
Tract Six: Being the North 23.49 acres of Section 8, Block B. H&GN RR Co.
Survey, A-812, Roberts County, Texas.
Tract Seven: Being Section 61, Block C. Gunter & Munson Survey, A-542, Roberts
County, Texas.
Tract Eight: Being ,Section 62. Block C, Gunter & Munson Survey. A-543, Roberts
County. Texas, SAVE AND EXCEPT the South 88 acres conveyed to Ray L.
Morrison by Deed dated November 1, 1916, recorded in Volume 10, Page 356,
Deed Records, Roberts County, Texas.
230
126.84 acres. more or less, out of Section 26, Block C. G&M Survey, Roberts
County. Texas.
231
The North half of Section 24. Block C. Gunter and Munson Survey. A-495. Roberts
County, Texas. Section 3, Block H, Henry Ledrick Survey. A-1037, Roberts
County, Texas.
234
S/2 of Section 157, Block M-2. B,S&F RR Co. ,Survey, Roberts County, Texas.
containing 320.00 acres, more or less.
236
Section 17, Block M-2, H&GN RR Co. Survey, Roberts County. Texas, containing
640.00 acres. more or less.
237
Section 6, Block M-2, H&GN RR Co. Survey, Roberts County, Texas. containing
640.00 acres, more or less.
238
Section 30, Block M-2, H&GN RR Co. Survey, Roberts County. Texas, containing
640.00 acres. more or less.
239
Section 18, Block M-2, H&GN RR Co. Survey. Roberts County, Texati, containing
640.00 acres, more or less.
240
S/2 of Section 9. Block B, H&GN RR Co. Survey in Roberts County. Texas.
containing approximately 320.55 acres, more or less.
241
North 90 acres of Section 59. Block C. Gunter & Munson Survey in Roberts
County, Texas, containing approximately 90 acres. more or less.
242
Section 8, Block B, H&GN RR Co. Survey. less and except the North 23.49 acres,
in Roberts County, Texas, containing approximately 618.705 acres, more or less.
243
607.20 acres out of Section 52, Block C. Gunter & Munson Survey, being that part
lying East of Highway 70, less and except the South 240 acres, containing 367.20
acres: 177.45 acres out of Section 34. Block C, Gunter & Munson Survey. being
th,it part lying East of Highway 70; 84.11 acres out of Section 1, Block A-5,
1 L&RR RR Co. Survey, being that part lying Last of Highway 70: Section 3, Block
A-5. EL&RR RR Co. Survey: Section 4. Block A-5. F:l.&RR RR Co. Survey;
P 10 1! 11)()Cx -5144 ) ,
TRACT
DESCRIPTION ON LAND
Section 5. Block A-5. FL&RR RR Co. Survey. All in Roberts County, Texas
containing approximately 1469.36 surface acres, more or less and 1229.36
groundwater ri-hts, more or less.
245
N/2 Section 9. Block B. H&GN RR Co. Survey in Roberts County. Texas,
containing approximately 320.55 acres, more or less.
246
South 239 acres of ,Section 59, Block C, Gunter & Munson Survey in Roberts
County, Texas, containing approximately 239 acres. more or less.
247
319 acres of Section 59, Block C, Gunter & Munson Survey in Roberts County,
containing approximately 319 acres, more; or less.
301
All of the NW/4 of Section 8I, Block M-2, H&GN RR Co. Survey in Gray County,
Texas lying South of the South R-O-W line of State Highway 152 containing 146.9
total acres of land more or less.
302
The Southeast Quarter of Section 81, Block M-2. H&GN RR Co. Survey, Gray
County. xas and containing 160.00 acres. more or less.
306
The East half of Section 116, Block M-2, BS&r RR Co. Survey, Gray County,
Texas and containing 320.00 acres, more or less.
307
The Northeast Quarter of Section 86, M-2, H&GN RR Co. Survey. Gray County,
Texas and containing 160.00 acres. more or less.
309
The Northeast Quarter of Section 36 and the Southeast Quarter of Section 35, Block
2. I&GN RR Co. Survey, Roberts County. Texas and containing 320.00 acres, more
or less.
313
The North Half (N/2) of Section 70. Block M-2. H&GN RR Co. Survey. Roberts
County. xas and containing 320 acres. more or less.
319
100.00 acres, more or less, out of Section 25, Block C, Gunter & Munson Survey:
27.665 acres, more or less, out of Section 7, Block B. H&GN RR Co. Survey. all in
Roberts County, Texas and containing 128.558 acres.
319
The South 4.455 acres out of Section 26. Block C, Gunter & Munson Survey; The
North 91.668 acres out of Section 25. Block C, Gunter & Munson Survey; 2.150
acres out of Section 6, Block B. H&GN RR Co. Survey: 30.285 acres out of
Section 7, Block B, H&GN RR Co. Survey. all in Roberts County, Texas and
containing 128.558 acres. more or less.
320
The South 97.356 acres out of Section 25, Block C, Gunter & Munson Survey:
31.202 acres out of Section 7. Block B, H&GN RR Co. Survey, all in Roberts
County, Texas and containing 128.559 acres, more or less.
321
92.122 acres out of Section 26, Block C, Gunter & Munson Survey: 32.156 acres
out of Section 6, Block B, H&GN RR Co. Survey; 4.280 acres out of Section 7,
Block B, H&GN RR Co. Survey. all in Roberts County, Texas and containing
128.558 acres, more or less.
322
Section 82, and the Southwest Quarter of Section 81, Block M-2. H&GN RR Co.
Survey. and Section 26, Block S, D.W. Turner Survey. All in Gray County. Texas
and containing 956.00 acres. more or less.
323
The South 327.14 acres, more or less, out of Section 10. Block B, H&GN RR Co.
Survey, oberts County, Texas.
324
The Northwest Quarter of Section 5, Block M-2, H&GN RR Co. Survey. Roberts
County, Texas, containing 160.00 acres. more or less.
6309141 IYX x 5144
TRACT
Dl'sSCRIPTION OF LAND
98.387 acres out of Section 26, Block C. G&M Survey, 30.171 acres out of section
325
6, 13lock 13, H&GN RR Co. Survey, Roberts County, Texas and containing 128.558
acres, more or less.
326
128.558 acres. more or less, out of Section 26, Block C, G&M Survey, Roberts
County, Texas.
328
The Northwest Quarter (NW/4) of Section 90 and the last Half (C/2) of Section
115, Block 2, I&GN RR Co. Survey, Roberts County, Texas and containing 480.00
acres, more or less.
329
The South 2/3 (S 2/3) of Section 3, BBB&C RR Co. Survey, Roberts County,
Texas and containin� 426.00 acres, more or less.
330
Tract One: All that portion of the North one-half (N/2) Section 10, Block B, H&GN
Ry. Co. Survey, A-737. situated In Roberts County, Texas. lying Last of U.S.
Highway 70. SAVE AND l XC1.:PT a tract of land conveyed by Paul Claude
Ledrick. a single man, to Tim L. Epps, a single man, recorded in Volume 79, page
115 or the Deed Records of Roberts County. Texas being more. particularly
described by metes and bounds and containing 6.3 acres of land, more or less.
Tract Two: All that portion of the South one-half (S/2) of Section 7. Block B,
H&GN Ry. Co. Survey. A-83. situated in Roberts County. Texas, lying East of U.S.
Highway 70. SAVE AND EXCLPT a tract of land conveyed by Paul Claude
Ledrick. a single man, to Richard W. Osbin, a single man, recorded in Volumc 100.
page 156 of the Deed Records of Roberts County, Texas, being more particularly
described by metes and bounds and containing 1.74 acres. more or less.
1002
The West Half (W/2) of Section 22, Block A2, H&GN RR Co. Survey, Hemphill
County, Texas and containing 320 acres, more or less. The Southeast Quarter of
the Southeast Quarter (SFV4 of S13/4) of Section 23, Block A2, H&GN RR Co.
Survey, Hemphill County, Texas and containin 40 acres, more or less.
1004
All that real property located in Roberts County, Texas, described as follows:
j
Tract 1: The Southwest one-fourth (SW/4) of Section No, 90, Block 2, I&G.N. RR.
Co. Survey, Roberts County, Texas containing 160.13 acres of land more or less.
Tract 2: The South one-half (S/2) of Section 117 & South one-fourth (SW/4) and
East one-half (IJ2) of the Cast one-half (E/2) of the .Southwest one-fourth (SW/4),
Section 140 and 2 acres out of the North one -hall' (N/2) of Section 117. Block 2,
I&G.N. RR. Co. Survey, Roberts County, Texas, containing 523.55 acres of land
more or less.
1006
The West 3/4 (W 3/a) of Section 21, Block A2. H&GN RR Co. Survey, Hemphill
County, Texas and containinv 480 acres, more or Iess.
1007
All that real property located in Gray and Roberts County, Texas, described as
follows: Tract one: The North lust fourth (NE/4) of Section 96, Block 3, I&GN
RR. Co. Survey, Gray County, Texas containing 119.7 acres of land more or less.
Tract two: 36.5 acres out of the SI /4 of Section 115, Block 2, i&GN RR. Survey,
Roberts Count), Texas containing36.5 acres more or less.
1008
Section 134, Block 43, H&TC RR Co. Survey, Ochiltree County, Texas and
containing 665 acres of land more or less. The West Half (W/2) of Section 218.
Block 43. H&TC RR Co. Survey, (khiltree County, Texas and containing 333
acres, more or less. Section 221. Block 43. H&TC RR Co. Survey, Ochiltree
610')14 1 1 OC X - 1144
TRACT
DESCRIPTION OF i.AND
County. Texas and containing 585.62 acres. more or less. Section 222. Block 43,
H&TC RR Co. Survey. Ochiltree County, Texas and containing 666 acres, more or
less. Section 223, Block 43, H&TC RR Co. Survey, Ochiltrcc County, Texas and
containing 640 acres, more or less. Section 306, Block 43, H&TC RR Co. Survey,
Ochiltree County. Texas and containing 665 acres, more or less. Section 307.
Block 43. H&TC RR Co. Survey, Ochiltrec County. Texas and containing 640
acres, more or less. Section 308, Block 43, H&TC RR Co. Survey, Oclultrce
County, Texas and containing 726.94 acres, more or less. Section 311, Block 43,
H&TC RR Co. Survey, Ochiltree County, Texas and containing 640 acres, more or
less. Section 312. Block 43, H&TC RR Co. Survey. Ochiltrcc County, Texas and
containing 665 acres. more or less. Section 393. Block 43, H&TC RR Co. Survey,
Ochiltree County, Texas and containing 640 acres, more or less. Section 400,
Block 43, H&TC RR Co. Survcy, Ochiltrec County, Texas and containing 667
acres, more or less. The Last Half (L/2) of Section 112, Block 13, T&NO RR Co.
Survey. Ochiltree County. Texas and containing 344.90 acres, more or less.
Section 220, Block 43. H&TC RR Co. Survey. Ochiltree County, Texas and
containing 26 acres, more or less.
1010
Section 186, Block 43, H&TC RR Co. Survey, Lipscomb County, Texas and
containing 653 acres, more or less. Section 187, Block 43, H&TC RR Co. Survey,
Lipscomb County, Texas and containing 642 acres, more or less. Section 254,
Block 43. H&TC RR Co. Survey. Lipscomb County, Texas and containing 643
acres. more or less. Section 255, Block 43. H&TC RR Co. Survey, Lipscomb
County: Texas and containing 648 acres, more or less. ,Section 276, Block 43,
H&TC RR Co. Survey, Lipscomb County, Texas and containing 648 acres, more or
less. Section 341, Block 43, H&TC RR Co. Survey, Lipscomb County, Texas and
containing 648 acres, more or less. Section 342, Block 43, H&TC RR Co. Survey.
Lipscomb County, Texas and containing 642 acres, more or less. The Southwest
Quarter (SW/4) of Section 343, Block 43, H&TC RR Co. Survey, Lipscomb
County, Texas and containing 160 acres, more or less. The South Half (S/2) of
Section 363, Block 43, H&TC RR Co. Survey, Lipscomb County, Texas and
containing 321 acres, more or less.
1019
The West Half (W/2) of Section 120, Block 43, H&TC RR Co. Survey, Ochiltree
County, Texas and containing 322 acres, more or less. Section 145, Block 43,
H&TC RR Co. Survey, Ochiltree County, Texas and containing 640 acres, more or
less. The North Pail of Hwy 83, Section 209. Block 43, H&TC RR Co. Survey,
Ochiltree County. Texas and containing 333 acres. more or less. Section 232,
Block 43. H&TC RR Co. Survey. Ochiltrce County, Texas and containing 640
acres. more or less.
1021
Section 129, Block 13. T&NO RR Co. Survey. Ochiltree County, Texas and
containing 128.13 acres, more or less.
1022
Section 310. Block 43. H&TC RR Co. Survey. Ochiltree County, Texas and
containing 665 acres. more or less. Section 395. Block 43. H&TC RR Co. Survey.
Ochiltree County. Texas and containing 665 acres, more or less. Section 396,
Block 43. H&TC RR Co. Survey. Ochiltree County. Texas and containing 665
acres, more or less. The West Half (W/2) of Section 397. Block 43, H&TC RR Co.
6309141 DOCa 91"
TRACT
DESCRIPTION OF LAND
Survey. Ochiltree County, Texas and containing 346 acres, more or less. The West
Half (W/2) and the Northeast Quarter (NE/4) of Section 489, Block 43, H&TC RR
Co. Survey, Ochiltree County, Texas and containing 480 acres, more or less. West
of Hwy 83 in Section 489, Block 43, H&TC RR Co. Survey, OchiltrCC County,
Texas and containing 350 acres, more or less. West of Hwy 83 in Section 568.
Block 43. H&TC RR Co. Survey. Ochiltrce County, Texas and containing 30 acres.
more or less. West of Hwy 83 in Section 569, Block 43, H&TC RIZ Co. Survey,
Ochiltree County, Texas and containing 580 acres, more or less. Section 146,
Block 13, T&NO RR Co. Survcy. Ochiltrcc County, Texas and containing 641
acres, more or less. Section 147, Block 13, T&NO RR Co. Survey, Ochiltrec
County. Texas and containing 640 acres, more or less. Section 148. Block 13,
T&NO RR Co. Survey, Ochiltree County, Texas and containing 641 acres, more or
less. Section 149, Block 13, T&NO RR Co. Survey, Ochiltree County, Texas and
containing 640 acres, more or less.
1023
Section 121, Block 43, H&TC RR Co. Survey, Ochiltree County, Texas and
containing 648 acres, more or less. Section 142. Block 43, H&TC RR Co. Survey.
Ochiltree County, Texas and containing 652 acres, more or less. Section 143,
Block 43. H&TC RR Co. Survcy, Ochiltree County, Texas and containing 642
acres, more or less. Section 144. Block 43, H&TC RR Co. Survey, Ochiltree
County, Texas and containing 643 acres, more or less. Section 210, Block 43,
H&TC RR Co. Survey. Ochiltree County. Texas and containing 627 acres, more or
less. Section 229. Block 43. H&TC RR Co. Survey, Ochiltree County. Texas and
containing 635 acres, more or Icss. The West Half (W/2) of Section 231, Block 43,
H&TC RR Co. Survey, Ochiltree County. Texas and containing 275 acres, more or
less. Section 294, Block 43, H&TC RR Co. Survey, Lipscomb County, Texas and
containing 280 acres, more or less. Section 294, Block 43. H&TC RR Co. ,Survey.
Ochiltree County, Texas and containing 20.75 acres, more or less.
1030
Section 122, Block 43, H&TC RR Co. Survey, Ochiltree County. Texas and
containing 649 acres, more or less. Section 123, Block 43, H&TC RR Co. Survey.
Ochiltree County, Texas and containing 640 acres, more or less. Section 128,
Block 43, H&TC RR Co. Survey, Ochiltree County, Texas and containing 645
acres, more or less. Section 136, Block 43, H&TC RR Co. ,Survey, Ochiltree
County, Texas and containing 665 acres. more or less. Section 54. Block 43,
H&TC RR Co. Survey, Ochiltree County, Texas and containing 651 acres. more or
less. Section 55, Block 43, H&TC RR Co. Survey, Ochiltree County, Texati and
containing, 640 acres, more or less.
1032
Section 220, Block 43, H&TC RR Co. Survey. Ochiltree County, Texas and
containing 640 acres, more or less. The Northeast Quarter (NE/4) and the
Southwest Quarter (SW/4) of Section 129, Block 13. T&NO RR Co. Survey.
Ochiltree County. Texas and containing 508.87 acres, more or less. The Northwetit
Quarter (NW/4) and the South Half (S/2) of Section 130, Block 13, T&NO RR Co.
Survey, Ochiltree County, Texas and containing 621.727 acres, more or less.
Section 143, Block 13, T&NO RR Co. Survey, Ochiltree County. Texas and
containing 637.264 acres, more or lesti. The West Half (W/2) and the Southeast
Quarter (SE./4) of Section 144, Block 13, T&NO RR Co. Survey, Ochiltree County,
12
630914_1.1)(")Cx 5144
TRACT
DI:SCR11'T10N OF LAND
Texas and containing, 646.9 acres. more or less.
1035
The West Half (W/2) of Section 74, Block 43, H&TC RR Co. Survey. Lipscomb
County, xas. and containing 314 acres, more or less.
1037
Section 104, Block 43, H&TC RR Co. Survey, Lipscomb County, Texas and
containing 643 acres, more or less. North of RR in Section 79, Block 43, H&TC
RR Co. Survey, Lipscomb County, Texas and containing 580 acres, more or less.
North of Hwy in Section 80, Block 43, H&TC RR Co. Survey, Lipscomb County,
Texas and containing 294 acres, more or less. Section 96, Block 43, H&TC RR Co.
Survey, Lipscomb County, Texas and containing 561 acres, more or less. Section
97. Block 43, H&TC RR Co. Survey, Lipscomb County, Texas and containing 654
acres, more or less.
1038
Section 205, Block 43, H&TC RR Co. Survey, Lipscomb County, Texas and
containing 642 acres, more or less. Section 206, Block 43, H&TC RR Co. Survey,
Ochiltree County, Texas and containing 49 acres. more or less. Section 206, Block
43. H&TC RR Co. Survey, Lipscomb County, Texas and containing 593 acres,
more or less.
1053
The Northwest Quarter (NW/4) of Section 162. Block 43. H&TC RR Co. Survey.
Lipscomb County, Texas and containing 162 acres, more or less. The South Half
(S/2) of Section 191, Block 43, H&TC RR Co. Survey, Lipscomb County, Texas
and containing 320 acres, more or less.
1065
The West Hall' (W/2) of Section 16, Block A2, H&GN RR Co. Survey, Hemphill
County, Texas and containing 323.8 acres, morc or less.
1072
The West Half (W/2) of Section 45, Block 43, H&TC RR Co. Survey. Ochiltree
County, Texas and containing 315.5 acres, more or less. The West Half (W/2) of
Section 45. Block 43, H&TC RR Co. Survey, Roberts County, Texas and
containing 27 acres, more or less. The East Half (E/2) of Section 46, Block 43.
H&TC RR Co. Survey. Ochiltree County, Texas and containing 343.7 acres. more
or less. Section 47, Block 43, H&TC RR Co. Survey, Ochiltree County, Texas and
containing 670 acres, more or less. Section 145, Block 13, T&NO RR Co. Survey,
Roberts County, Texas and containing 38 acres, more or less. Section 145. Block
13, T&NO RR Co. Survey, Ochiltrce County, Texas and containing 627 acres,
more or less. Section 160, Block 13, T&NO RR Co. Survey, Roberts County,
Texas and containin 595.5 acres, more or less.
1080
South of Hwy 83, Section 209, Block 43, H&TC RR Co. Survey, Ochiltree County.
Texas and containing 292.50 acres, more or less.
1097
Section 487, Block 43. H&TC RR Co. Survey, Ochihree County, Texas and
containing 665 acres, more or less. Section 571, Block 43, H&TC RR Co. Survey,
Ochiltree County. Texas and containin 669 acres, more or less.
1098
Section 221. Block 43. H&TC RR Co. Survey. Ochiltree County, Texas and
containing 55 acres, more or less.
2000
The North Half (N/2) of Section 249. Block 43, H&TC RR Co. Survey, Lipscomb
County, Texas and Containing 318 acres, more or less. Section 280, Block 43.
H&TC RR Co Survey. Lipscomb County. Texas and containing 637 acres, more or
less.
2004
Section 51. Block A6, H&TC RR Co. Survey, Gray County. Texas and containing
13
630914 1.h0C X - 5344
TRACT
DisSCRIPTION OF LAND
633.86 acres, more or less.
2005
The South Half (S/2) of Section 73. Block A5, H&GN RR Co. Survey, Wheeler
County. Texas and containing 320 acres, more or less. Section 74, Block A5,
H&GN RR Co. Survey. Wheeler County. Texas and containing 640 acres, more or
less.
2006
Section 161, Block 43, H&TC RR Co. Survey, Lipscomb County, Texas and
containing 637 acres, more or less. Section 192,13lock 43, H&TC RR Co. Survey.
Lipscomb County, Texas and containing 638 acres, more or less.
2014
Tract One: 666 acres of land being all of Section No. 135, Block 43, H & TC RR
Co.. Original Grantee, Certificate No. 36/3766, Abstract No. 149, Patent No. 549,
Volume 94, dated March 15. 1886 and Deed of Acquittance dated September 20. 1956,
Page 306, Volume 16;
Tract Two: 671.4 acres of land being all of Section No. 131, Block 43, H & TC RR
Co., Original Grantee. Certificate No. 36/3764, AbsUact No. 147, Patent No. 155.
Volume 94, dated March 15, 1886 and Deed of Acquittance; dated September 20. 1956,
Page 307, Volume 16:
2016
Section 217, Block 43, H&TC RR Co. Survey, Ochiltree County, Texas and
containing, 494 acres, more or less.
2017
Section 190, Block 43, H&TC RR Co. ,Survey, Lipscomb County, Texas and
containing 647 acres, more or less. The North Half (N/2) of Section 191, Block 43,
H&TC RR Co. Survey, Lipscomb County, Texas and containing 318 acres, more or
less.
2021
The East Half of the Southwest Quarter (E/2 SW/4) of Section 17, Block 1, I&GN
RR Co. Survey, Hemphill County, Texas and containing 80 acres, more or less.
2022
The Southwest corner (SW/c) of Section 16, Block 44, H T Gill Survey, Roberts
County. Texas and containing 26.67 acres, more or less.
2023
The Southeast Quarter (SE/4) of ,Section 18, Black I, l&GN RR Co. Survey,
Hemphill County, Texas and containing 160 acres, more or less.
2025
Section 164, Block 2, I&GN RR Co. Survey. Roberts County, Texas and containing
640 acres, more or less.
2027
Section 148, Block 13, T&NO RR Co. Survey, Ochiltree County, Texas and
containing 641 acres, more or less. .Section 149, Block 13, T&NO RR Co. Survey,
Ochiltree County. 640 acres, more or less.
2028
Portions of the following I-Aend. all located in Roberts County. Texas:
Section 1, Block A4, CFCO Survey: Sections 79, 75, 70 and 64. all in Block C.
G&M Survey; Clay CSL Survey; Section 4. Block H, JDL Survey; Sections 78, 95,
96, 97. all in Block C. G&M ,Survey: Section 2, Block A4, Cr CO Survey: Section%
4 and 5, BBB&C RR Co Survey: Sections 35. 77, 74. 69. and 68. all in Block C.
G&M Survey; Section 7, BBB&C RR Co Survey; Section-, 62. 52 and 63, Block C.
G&M Survey; Section 2, Block A4, Cl CO Survey: Section 6, BBB&C RR Co
Survey: Sections 58, 76, .57, 56, 62. 54, 94 and 51. all in Block C. G&M Survey:
Sections 6. 7 and 8, all in Block A.5. 1-1 &RR RR Co. Survey: Section 55. Block C.
G&M Survey; Sections 80 and 93, Block C. G&M Survey: Section 73, Block C.
14
6309141 DOCX - 5344
TRACT
DESCRIPTION OF LAND
G&M Survey; Section 93, Block C. G&M Survey. Section 78. Block 2, 1&GN RR
Co Survey; Sections 80 and 79, both in Block 2, 1&GN Rlt Co. Survey: Section 53,
Block C, G&M Survey; Sections 75, 74, 53, 52, 51, 50, 49, 48 and 47, all in Block
2, i&GN RR Co Survey.
2030
Portions of the following Land, all located in Roberts County, Texas:
Section 186, Block 42, H&TC Rlt Co Survey; Section 152, Block 42, State of
Texas Survey; Section 7, Block H, Payne, D D Survey; Sections 222, 210, 199, 198
and 188. all in Block 42, H&TC RR Co. Survey: Sections 2 and 7, Block A2,
EL&RR RR Co Survey; Sections 176, 175, 163 and 162, Block 42, H&TC RR Co.
Survey; Sections 131 and 130, Block C, G&M Survey: Section 8, Block A2,
l:L&RR RR Co. Survey; and Section 185. Block 42. H&TC RR Co Survey.
2035
Portions of the following Land:
Sections 95, 96, 168, 169. 94 and 193. all in Block 2. Roberts County. Texas;
Sections 222, Block 2, I&GN RR Co Survey, Hutchinson County, Texas; Section
192. 13lock 2, I&GN RR Co Survey, Roberts County, Texas: Sections 242 and 241.
Block 2. I&GN RR Co Survey, Hutchinson County, Texas; Section 194, Block 2,
I&GN RR Co Survey, Roberts County, Texas: Section 223, Block 2, I&GN RR Co
Survey. Hutchinson County. Texas; Section 169, Block 3, I&GN RR Co ,Survey.
(fray County. Texas: Section 217, Block 2. 1&GN RR Co. Survey. Roberts and
Hutchinson Counties, Texas; Section 216, Block 2, I&GN RR Co. Survey, Roberts
and Hutchinson Counties, Texas; Section 224, Block 2, I&GN RR Co. Survey,
Hutchinson County. Texas; Section 193, Block 3, I&GN RR Co Survey,
Hutchinson County, Texas; Sections 215 and 214, Block 2, I&GN RR Co. ,Survey,
Roberts County, Texas; Section 214, Block 2, I&GN RR Co. Survey, Hutchinson
County, Texas; Section 137, Block 2, I&GN RR Co. Survey, Roberts County,
Texas; ,Section 219, Block 2, TT RR Co Survey, Carson County, Texas; Secuon
225, Block 2. I&GN RR Co Survey. Hutchinson County, Texas; Section 145. Block
3, I&GN RR Co Survey, Gray County. Texas; Sections 192 and 193. Block 3.
I&GN RR Co Survey, Carson County, Texas; Section 195, Block 2. I&GN RR Co
Survey, Roberts County, Texas; Section 192, Block 3, I&GN RR Co Survey.
Roberts and Gray Counties, Texas; Sections 169 and 145, Block 3, I&GN RR Co
Survey, Roberts County, Texas: Section 219, Block 2, I&GN RR Co Survey,
Roberts and Hutchinson Counties, Texas; Secuon 194, Block 3, I&GN RR Co
Survey, Carson County, Texas: Section 215, Block 2, i&GN RR Co Survey.
Hutchinson County, Texas; Sections 170. 198, 147, 196. 191. 190, 110, 172, 109,
163, 162. 161. 148. 146. 136, 135, 189. 187. 198, 213, 200. 199. 197, 187, 111.
174. 173. 96. 95. 94. 122. 121 and 188. all in Block 2. I&GN RR Co Survey,
Roberts County. Texas: and Sections 226 and 213, Block 2. I&GN RR Co ,Survey.
Hutchinson County, Texas.
2036
Tract One: All that certain tract or Parcel of land being all of Section 73 & 54. and
the South half of Sections 74 & 53 Block 2, I&GN RR Co. Survey, Roberts
County. Texas. and being more particularly described as follows: BEGINNING at a
I '/z" Iron Pipe found for the Southwest corner of said Section 73, also being the
Southwest corner of this tract or parcel: THUNCE N 00"19'40" W, along the West
line of said Section 73 a distance of 5299.22 feet to a 1 '/z" Iron Pie found for the
t4
630914_ 1 DOCx Sl
TRACT
DESCRIPTION OF LAND
Northwest corner of Section 73: THI;NCIi N 00"10' 17" W, along the West line of
said Section 74 a distance of 2655.77 feet to a 5/8" Iron Rod with Cap set for the
Northwest corner of this tract or parcel; THUNCI; N 89"40'56" E, a distance of
5225.72 feet to a 5/8" Iron Rod with Cap set for the Northeast corner of the South
half of said Section 74; THENCE N 89"35'26"E, a distance of 5226.41 feet to a
5/8" Iron Rod with Cap set for the Northeast corner of this tract or parcel and being
the Northeast corner of the South half of said Section 53: THENCE S 00"24'04" F,
along the East line of said Section 53 a distance of 2648.43 feet to a 1 ''/i' Iron Pipe
found for the Southeast corner of said Section 53: THENCE S 00"24'21", along the
Last line of said Section 54 a distance of 5294.22 feet to a fence corner found for
the Southeast corner of this tract or parcel and also being the Southeast cozier of
said Section 54; THENCE S 89"30'09" W, along the South line of said Section 54 a
distance of 5233.10 feet to a fence intersection for the Southwest corner of said
Section 54; THENCE S 89"38'46"W, along the South line of said Section 73 a
distance of 5236.90 feet to the POINT of BEGINNING and containing 1909.53
acres, more or less.
Tract Two: Being a Right-of-way Easement along the preexisting ranch roads
across Sections 30, 31. 32, 43. 44, 45. 46, 55, 56, 57 & 58 all in Block 2. I&GN
Railway Company Survey. Roberts County. Texas, defined and created in
instrument recorded in Volume 26, Page 53, of Deed Records, Roberts County.
Texas.
LIST OF SALES AND PURCHASE AGREEMENTS:
1. Short Form Purchase and Sale Agreement between Ben Wheeler and Candy Whecier, as
Seller, and Mesa Water LP, as Purchaser, dated as of May 6. 2005: as amended by that
Amendment No. I to Short Form Purchase and Sale Agreement, dated as of May 26,
2005; as further amended by that Amendment No. 2 to Short Form Purchase and Sale
Agreement, dated as of June 24, 2005: as further amended by that Amendment No. 3 to
Short Form Purchase and Sale Agreement, dated as of October 3, 2006: and as further
amended by that Amendment No. 4 to Short Form Purchase and Sale Agreement dated as
of January 4, 2007. (TRACT 4) 1100% -Short Form]
2. Purchase and Sale Agreement between G&J Ranch, Inc., as Seller, and Mesa Water LP.
as Purchaser, dated as of April 15, 2005: as amended by that Amendment No. I to
Purchase and Sale Agreement, dated as of April 15, 2005; and as further amended by that
Amendment No. 2 to Purchase and Sale Agreement, dated as of .luly 15. 2006. (TRACT
5) 1505/c I
3. Short form Purchase and .Sale Agreement between George Michael Airington and
Deborah C. Arrington. as Seller. and Mesa Water LP. as Purchaser. dated as of May 5.
2005; and as amended by that Amendment No. I to Short Form Purchase and Sale
Agreement, dated as of May 19. 2005. (TRACT 8) 1 100%-Short Form)
6"0914_1.l,)s X - 5d44 N.1
4. Purchase and Sale Agreement between the Young Trust, as Seller, and Mesa Water LP,
as Purchaser, dated as of April 15, 2005: as wnended by that Amendment No. I to
Purchase and Sale Agreement, dated as of April 15, 2005; and as further amended by that
Amendment No. 2 to Purchase and Sale Agreement, dated as of July 15. 2006. (TRACT
11) [50'G l
5. ,Short Form Purchase and Sale Agreement between Billy J. Taylor. as Seller, and Mesa
Water I.P, as Purchaser. dated as of May 6. 2005: as amended by that Amendment No. I
to Short Dorm Purchase and Sale Agreement, dated as of June 13, 2005. (TRACT 21)
[ 100% -Short I -orm 1
6. Short Form Purchase and Sale Agreement between Charles Coffee and Rolanda Coffee,
as Scller, and Mesa Water LP, as Purchaser, dated as of May 6, 2005; as amended by that
Amendment No. I to Short Dorm Purchase and Sale Agreement. dated as of May 21,
2005. (TRACT 28) 1100%-Short Form]
7. Purchase and Sale Agreement between Cecil Gill, as Seller and Mesa Water LP, as
Purchaser. dated as of April 15, 2005; as amended by that Amendment No. I to Purchase
and Sale Agreement. dated as of April 15, 2005; and as further amended by that
Amendment No. 2 to Purchase and Sale Agreement, dated as oI' July 15.2006. (TRACT
31) [50�/ ]
8. Short Form Purchase and Sale Agreement between George Michael Arrington and
Deborah C. Arington, as Seller, and Mesa Water LP. as Purchaser, dated as of May 5,
2005; as amended by that Amendment No. I to Short Form Purchase and Sale
Agreement, dated as of May 19, 2005. (TRACT 33) [100%-Short Dorm]
9. Purchase and Sale Agreement between Harold W. Taylor and Amy Lucile Taylor, as
Seller, and Mesa Water LP, as Purchaser, dated as of April 15, 2005: as amended by that
Amendment No. I to Purchase and Sale Agreement, dated as of April 15. 2005: as further
amended by that Amendment No. 2 to Purchase and Sale Agreement. dated ati of June 24.
2005; and as further amended by that Amendment No. 3 to Purchase and Sale
Agreement, dated as of August 8. 2005. (TRACT 34) [50%]
10. Purchase and Sale Agreement between the Estate of John J. McMordie, as Seller. and
Mesa Watcr LP, as Purchaser, dated as of April 15, 2005; as amended by that
Amendment No. I to Purchase and Sale Agreement, dated as of April 15. 2005: as further
amended by that Amendment No. 2 to Purchase and Sale Agreement. dated as of June 24.
2005; and as further amended by that Amendment No. 3 to Purchase and Sale
Agreement. dated as of August 8. 2005. (TRACT 36) [5017c ]
II. Purchase and Sale Agreement between the Hobart B. McMordie, 11 Asset Management
Trust, the Frank F. McMordie Jr. Trust f/b/o Frank F. McMordie, III, the Frank F.
McMordie. Jr. Trust f/b/o John Hobart McMordie. and the Frank F. McMordie Jr. Trust
f/b/o Charles Har'Is McMordie. as Seller, and Metia Water LP, as Purchaser, dated a, of
April 15, 2005: as amended by that Amendment No. 1 to Purchase and Sale Agreement,
dated as of April 15. 2005: as further amended by that Amendment No. 2 to Purchase and
Sale Agreement, dated as of .tune 24, 2005; and as further amended by that Amendment
No. 3 to Purchase and Sale Agreement dated ati of August 8, 2005. (TRACT 37) 150141
12. Purchase and Sale Agreement between Vand Family Ltd., as Seller, and Mesa Water LP,
as Purchaser, dated as of April 15, 2005; as amended by that Amendment No. I to
Purchase and Sale Agreement, dated as of April 15, 2005; and as further amended by that
Amendment No. 2 to Purchase and Sale Agreement. dated as of June 24, 2005. (TRACT
39) 1 50�/ ]
13. Purchase and Sale Agreement between Dee M. Vanderburg, as Seller, and Mesa Water
LP, as Purchaser, dated as of April 15, 2005; as amended by that Amendment No. I to
Purchase and Sale Agreement, dated as of April 15, 2005: and as further amended by that
Amendment No. 2 to Purchase and Sale Agreement, dated as of June 24, 2005. (TRACT
40) 1 50(k ]
14. Purchase and Sale Agreement between Doyle Smith. as Seller, and Mesa Water LP, as
Purchaser, dated as of April 15. 2005: as amended by that Amendment No. 1 to Purchase
and Sale Agreement, dated as of April 15. 2005: as further amended by that Amendment
No, 2 to Purchase and Sale Agreement, dated as of June 24, 2005; as further amended by
Amendment No. 3 to Purchase and Sale Agreement, dated as of August 8. 2005: as
further amended by Amendment No. 4 to Purchase and Sale Agreement, dated as of
October 10. 2005; and as further amended by that Amendment No. 5 to Purchase and
Sale Agreement, dated as of December 16. 2005. (TRACT 48) [507 ]
15. Purchase and Sale Agreement between .lames H. Roberts, as Seller. and Mesa Water LP,
as Purchaser, dated as of April 15, 2005; as amended by that Amendment No. I to
Purchase and Sale Agreement, dated as of April 15, 2005: as further amended by
Amendment No. 2 to Purchase and Sale Agreement, dated as of June 24. 2005; and as
further amended by Amendment No. 3 to Purchase and Sale Agreement. dated as of
August 8. 2005. (TRACT 51) [501h ]
16. Purchase and Sale Agreement between Terri Gwen Gill Campbell and Mary Ann Gill
Cox, as Seller, and Mesa Water LP, as Purchaser, dated as of April 15, 2005; as amended
by that Amendment No. I to Purchase and Sale Agreement. dated as of April 15. 2005; as
further amended by that Amendment No. 2 to Purchase and Sale Agreement. dated as of
June 24. 2005: and as further amended by that Amendment No. 3 to Purchase and Sale
Agreement, dated as of August 8, 2005. (TRACT 52) [509 ]
17 Purchase and Sale Agreement between .lames A. Stroud and the William O. Stroud
Family Irrevocable Trust, as Seller, and Mesa Water LP, as Purchaser, dated as of April
15. 2005; as amended by that Amendment No. I to Purchase and Sale Agreement. dated
as of April 15. 2005; as further amended by that Amendment No. 2 to Purchase and Sale
Agreement, dated as of June 24. 2005: as further amended by that Amendment No. 3 to
Purchase and Sale Agreement, dated as of August 8, 2005; and as further amended by
that Contract Reinstatement and Amendment No. 3 to Purchase and Sale Agreement,
dated as of September 12, 2005. (TRACT 54) 1 501/ 1
18. Purchase and Sale Agreement between Pauline Daugherty, as Seller, and Mesa Water 1.1',
as Purchaser, dated as of April 15, 2005: as amended by that Amendment No. I to
Purchasc and Sale Agreement, dated as of April 15, 2005; as further amended by that
Amendment No. 2 to Purchase and Sale Agreement, dated as of June 24, 2005: and as
further amended by that Amendment No. 3 to Purchase and Sale Agreement, dated as of
August 8. 2005. (TRACT 55) [501/ I
19. Purchase and Stile Agreement between Stephen Smith, as Seller, and Mesa Water LP, as
Purchaser, dated as of April 15, 2005; as amended by that Amendment No. I to Purchase
and Sale Agreement, dated as of April 15, 2005; as further amended by that Amendment
No. 2 to Purchase and Sale Agreement, dated as of June 24, 2005: and as further
amended by that Amendment No. 3 to Purchase and Sale Agreement, dated as of August
8. 2005. (TRACT 56) [50'/,
20. Purchase and Sale Agreement between Charles M. Lockhart and Jan S. Lockhart, as
Seller. and Mesa Water LP, as Purchaser, dated as of April 15, 2005: as amended by that
Amendment No. 1 to Purchase and Sale Agreement. dated as of April 15, 2005; as further
amended by that Amendment No. 2 to Purchase and Sale Agreement, dated as of June 24,
2005; and as further amended by that Amendment No. 3 to Purchase and Sale
Agreement. dated as of August 8, 2(X)5. (TRACT 58) [50%]
21. Purchase and Sale Agreement between Janie Gill and David Bowers, as Seller. and Mesa
Water LP, as Purchaser, dated as of April 15. 2005; as amended by that Amendment No.
1 to Purchase and Sale Agreement. dated as of April 15, 2005; as further amended by that
Amendment No. 2 to Purchase and Sale Agreement, dated as of June 24, 2005: as further
amended by that Amendment No. 3 to Purchase and Sale Agreement, dated as of August
8. 2005: as further amended by that Amendment No. 4 to Purchase and Sale Agreement,
dated as of October 10, 2005; and as further amended by that Amendment No. 5 to
Purchase and Sale Agreement, dated as of December 16, 2005. (TRACT 59) [50%]
22. Short Form Purchase and Sale Agreement between Darlene Birkes, as Seller. and Mesa
Water LP, as Purchaser, dated as of May 6, 2005: as amended by that Amendment No. I
to Short Form Purchase and Sale Agreement. dated as of May 19, 2005; as further
amended by that Amendment No. 2 to Short Dorm Purchase and Sale Agreement, dated
as of June 24. 2005: and as further amended by that Amendment No. 3 to Purchase and
Sale Agreement. dated as of August 8, 2005. (TRACT 61)1 I OO1I -Short Forml
21. Purchase and Sale Agreement between Janet Elena Bodin, Individually and as Trustee fur
the Christina V. Bodin & Roseanne F. Bodin Trust and Muriel Smith Life E'titate. as
Seller. and Mesa Water LP. as Purchaser, dated as of April 15. 2005: as amended by that
Amendment No. I to Purchase and Sale Agreement, dated as of April 15, 2005; as further
amended by that Amendment No. 2 to Purchase and Sale Agreement dated as of Junc 24.
200.5; and as turthei amended by that Amendment No. 3 to PurchasL and Sale
Agreement. dated as of August 8. 2005. (TRACT 62) [501h
24. Purchase and Sale Agreement between The lislale of Virginia Lee Smith Syler, as Seller,
and Mesa Water I.P, as Purchaser, dated as of April 15, 2005: as amended by that
Amendment No. I to Purchase and Sale Agreement, dated as of April 15, 2005, as further
amended by that Amendment No. 2 to Purchase and Sale Agreement, dated as of June 24,
2005; as further amended by that Amendment No. 3 to Purchase and Sale Agreement.
dated as of August 8, 2005: and as further wnended by that Amendment No. 4 to
Purchase and Sale Agreement, dated as of October 10. 2005. (TRACT 63) [50"X I
25. Purchase and Sale Agreement between Doyle Smith, as Seller, and Mesa Water LP, as
Purchaser, dated as of April 15. 2005: as amended by that Amendment No. I to Purchase
and Sale Agreement, dated as of April 15, 2005; as further amcndcd by that Amendment
No. 2 to Purchase and Sale Agreement, dated as of June 24, 2005; and as further
amended by that Amendment No. 3 to Purchase and Sale Agreement, dated as of August
8, 2005. (TRACT 64) [501k]
26. Short Form Purchase and Sale Agreement between Wallace Birkes and Darlene Birkes.
as Seller. and Mesa Water LP. as Purchaser, dated as of May 6. 2005; as amended by that
Amendment No. I to Short Dorm Purchase and Sale Agreement, dated as of May 19,
2005; as further amended by that Amendment No. 2 to Short Form Purchase and Sale
Agreement, dated as of June 24. 2005: and as further amended by that Amendment No. 3
to Short Form Purchase and Sale Agreement, dated as of August 8. 2005. (TRACT 65)
11001k -Short Form]
27. Purchase and Sale Agreement between Doyle Smith, as Seller, and Mesa Water LP, as
Purchaser, dated as of April 15. 2005; as amended by that Amendment No. I to Purchase
and Sale Agreement, dated as of April 15. 2005; as further amended by that Amendment
No. 2 to Purchase and Sale Agreement, dated as of June 24, 2005; as further amended by
that Amendment No. 3 to Purchase and Sale Agreement, dated as of August 8, 2005: as
further amended by that Amendment No. 4 to Purchase and Sale Agreement, dated as of
October 10, 2005. and as further amended by that Amendment No. 5 to Purchase and
Sale Agreement, dated as of December 16, 2005. (TRACT 67) [50%]
28. Purchase and Sale Agreement between Doyle Smith, as Seller, and Mesa Water LP, as
Purchaser, dated as of April 15, 2005; as amended by that Amendment No. l to Purchase
and Sale Agreement, dated as of April 15, 2005: as further amended by that Amendment
No. 2 to Purchase and Sale Agreement. dated a% of June 24. 2005; and as further
amended by that Amendment No. 3 to Purchase and Sale Agreement, dated as of August
8. 2005. (TRACT 69) [50%n I
29. Purchase and Sale Agreement between Doyle Smith. as Seller, and Mesa Water LP. as
Purchaser, dated as of April 15, 2005; as amended by that Amendment No. I to Purchase
and Sale Agreement, dated as of April 15, 2005; as further amended by that Amendment
No 2 to Purchase and Sale Agreement, dated as of June 24, 2005: as further amended by
that Amendment No. 3 to Purchase and Sale Agreement, dated a% of August 8. 2005: as
further amended by that Amendment No. 4 to Purchase and Sale Agreement. dated as of
6107)84 11v)f X 41.010)7
October 10. 2005; and as further amended by that Amendment No. 5 to Purchase and
Sale Agreement. dated as of December 16.2005. (TRACT 70) [50'/c]
30. Short Form Purchase and Sale Agreement between William L. Karn, as Seller, and Mesa
Water LP, as Purchaser, dated as of May 6, 2005: as amended by that Amendment No. 1
to Short Form Purchase and Sale Agreement, dated as of May 26. 2005: as further
amended by that Amendment No. 2 to Short Form Purchase and Sale Agreement. dated
as of June 24, 2005: and as further amended by that Amendment No. 3 to Short Form
Purchase and Sale Agreement, dated as of August 8, 2005. (TRACT 76) [ 100"h -Short
Form]
31. Short Form Purchase and Sale Agreement between William L. Karn, as Seller. and Mesa
Water LP, as Purchaser, dated as of May 5, 2005; as amended by that Amendment No. 1
to Short Form Purchase and Sale Agreement, dated as of May 26. 2005; as further
amended by that Amendment No, 2 to Short Form Purchase and Sale Agreement, dated
as of June 24. 2005: and as further amended by that Amendment No. 3 to Short Form
Purchase and Sale Agreement, dated as of August 8. 2005. (TRACT 78) [ 100''/ -Short
Form]
32. Purchase and Sale Agreement between Cecil Gill. as Seller, and Mesa Water LP, as
Purchaser, dated as of April 15. 2005; as amended by that Amendment No. 1 to Purchase
and Sale Agreement, dated as of April 15, 2005: as further amended by that Amendment
No. 2 to Purchase and Sale Agreement, dated as of June 24, 2005; and as further
amended by that Amendment No. 3 to Purchase and Sale Agreement. dated as of August
8, 2005. (TRACT 86) [50'7 ]
33. Purchase and Sale Agreement between Chad Breeding, as Seller. and Mesa Water LP, as
Purchaser, dated as of April 15. 2005: as amended by that Amendment No. 1 to Purchase
and Sale Agreement, dated as of April 15, 2005: as further amended by that Amendment
No. 2 to Purchase and Sale Agreement. dated as of June 24. 2005: and as further
amended by that Amendment No. 3 to Purchase and Sale Agreement, dated as of August
8, 2005. (TRACT 87) [50%1
34. Purchase and .Sale Agreement between Wallace G. Chmann, as Seller, and Mesa Water
LP. as Purchaser, dated as of April 15, 2005; as amended by that Amendment No 1 to
Purchase and Sale Agreement, dated as of April 15, 2005; as further amended by that
Amendment No. 2 to Purchase and Sale Agreement, dated as of June 24, 2005: as further
amended by that Amendment No. 3 to Purchase and Sale Agreement, dated as of August
8, 2005: and as further amended by that Amendment No. 4 to Purchase and Sale
Agreement, dated as of October 10.2005. (TRACT 88) 1501/ 1
15. Purchase and Sale Agreement between Sherman Smith and Stephen Smith, as Seller, and
Melia Water LP. as Purchaser, dated as of April 15. 2005: as amended by that
Amendment No. 1 to Purchase and Sale Agreement, dated as of April 15. 2005: as further
amended by that Amendment No. 2 to Purchase and Sale Agreement, dated as of .tune 24.
2005; and as further amended by that Amendment No. 3 to Purchase and Sale
Agreement, dated as of August 8, 2005. (TRACT 90) [501h ]
36. Purchase and Sale Agreement between Sherman Smith and Stephen Smith, as Scller, and
Mesa Water LP, as Purchaser, dated as of April 15, 2005: as amended by that
Amendment No. 1 to Purchase and Sale Agreement, dated as of April 15, 2005; as further
amended by that Amendment No. 2 to Purchase and Sale Agreement, dated as of June 24,
2005: and as further amended by that Amendment No. 3 to Purchase and Sale
Agreement, dated as of Augutit 8, 2005. (TRACT 9.5) [501/ ]
37. Short Form Purchase and Sale Agreement between Sarah U. Gill. as Seller, and Melia
Water I.P. as Purchascr, dated as of May 5, 2005: as amended by that Amendment No. 1
to Short Dorm Purchase and Sale Agreement, dated as of May 20, 2005; as further
amended by that Amendment No. 2 to Short Form Purchase and Sale Agreement, dated
as of .Tune 24, 2005; as further amended by that Amendment No, 3 to Short Dorm
Purchase and Sale Agreement, dated as of August 8. 2005; and as further amended by
that Amendment No. 4 to Short Form Purchase and Sale Agreement dated as of October
10, 2005. (TRACT 98) [ 10017, -Short Form]
38. Short Form Purchase and Sale Agreement between Brenda Comisky, as Seller, and Melia
Water LP, as Purchaser, dated as of May 5. 2005; as amended by that Amendment No. I
to Short Form Purchase and Sale Agreement, dated as of May 20, 2005: as further
amended by that Amendment No. 2 to Short Form Purchase and Sale Agreement, dated
as of .tune 24. 2005; and as further amended by that Amendment No. 3 to Short Form
Purchase and Sale Agreement, dated as of August 8, 2005. (TRACT 100) [100%-Short
Form]
39. Purchase and Sale Agreement between Ronnie Gill, Michael Gill and Margot Gill
Thompson. as Seller, and Mesa Water LP, as Purchaser, dated as of April 15, 2005; as
amended by that Amendment No. I to Purchase and Sale Agreement, dated as of April
15, 2005: as further amended by that Amendment No. 2 to Purchase and Sale Agreement,
dated as of June 24, 2005; as further amended by that Amendment No. 3 to Purchase and
Sale Agreement, dated as of August 8, 2005: and as further amended by that Amendment
No. 4 to Purchase and Sale Agreement, dated as of October 10. 2005. (TRACT 101)
[50%n]
40. Purchase and Sale Agreement between Linda Hollenshead Knox, as Seller, and Mesa
Water LP, as Purchaser. dated as of April 1.5, 2005; as amended by that Amendment No.
I to Purchase and Sale Agreement, dated as of April 15, 2005: as further amended by that
Amendment No. 2 to Purchase and Sale Agreement. dated as of June 24. 2005: a, further
amended by that Amendment No. 3 to Purchase and Sale Agreement, dated as of August
8. 2005; and as further amended by that Amendment No. 4 to Purchase and Sale
Agreement. dated as of October 10. 2005. (TRACT 102) 15011, ]
41. Purchase and Sale Agreement between Ronnie Gill, Margot Gill Thompson and Michael
Gill, as Seller, and Melia Water L.P. as Purchaser. dated as of April 15. 2005: a% amended
by that Amendment No. I to Purchase and Sale Agreement, dated as of April 15, 2005; as
further amended by that Amendment No. 2 to Purchase and Sale Agreement, dated as of
June 24. 2005; and as further amended by that Amendment No. 3 to Purchase and Sale
Agreement, dated as of August 8, 2005. (TRACT 104) [50V ]
42. Purchase; and Sale Agreement between Linda Hollenshead Knox, as Seller, and Mesa
Water LI', as Purchaser, dated as of April 15, 2005: as amended by that Amendment No.
I to Purchase and Sale Agreement, dated as of April 15, 2005; as further amended by that
Amendment No. 2 to Purchase and Sale Agreement, dated as of June 24, 2005; ati further
amended by that Amendment No. 3 to Purchase and Sale Agreement, dated as of August
8. 2005: and as further amended by that Amendment No. 4 to Purchase and Sale
Agreement, dated as of October 10, 2005. (TRACT 105) [501I ]
43. Purchase and Sale Agreement between Janie Gill, as Seller, and Mesa Water LI', a%
Purchaser, dated as of April 15. 2005; as amended by that Amendment No. I to Purchase
and Sale Agreement, dated as of April 15, 2005: as further amended by that Amendment
No. 2 to Purchase and Sale Agreement, dated as of .Tune 24. 2005; and as further
amended by that Amendment No. 3 to Purchase and Sale Agreement, dated as of August
8, 2005. (TRACT 107) [50(I ]
44. Purchase and Sale Agreement between Doyle Smith, as Seller, and Mesa Water LP, as
Purchaser, dated as of April 15. 2005: as amended by that Amendment No. 1 to Purchase
and Sale Agreement. dated a5 of April 15. 2005: as further amended by that Amendment
No. 2 to Purchase and Sale Agreement, dated as of June 24, 2005; and a% further
amended by that Amendment No. 3 to Purchase and Sale Agreement, dated as of August
8. 2005. (TRACT 108) [50�I ]
45. Purchase and Sale Agreement between Sherman Smith and Stephen ,Smith, as Seller, and
Mesa Water LP, as Purchaser, dated as of April 15, 2005; as amended by that
Amendment No. I to Purchase and Sale Agreement, dated as of April 15, 2005; as further
amended by that Amendment No. 2 to Purchase and Sale Agreement. dated as of June 24,
2005; and as further amended by that Amendment No. 3 to Purchase and Sale
Agreement. dated as of August 8, 2005. (TRACT 112) [50%]
40. Purchase and Sale Agreement between Doyle Smith, as Seller, and Mesa Water LP, as
Purchaser, dated as of April 15, 2005: as amended by that Amendment No. I to Purchase
and Sale Agreement. dated as of April 15. 2005; and as further amended by that
Amendment No. 2 to Purchase and Sale Agreement, dated as of June 24, 2005. (TRACT
115) [5017,]
47. Purchase and Sale Agreement between Ronnie Gill, as Seller, and Mesa Water I,P, a�
Purchaser, dated as of April 15, 2005; as amended by that Amendment No. I to Purchase
and Sale Agreement, dated as of April 15. 2005: as further amended by that Amendment
No. 2 to Purchase and Sale Agreement, dated as of .Tune 24. 2005; and as further
amended by that Amendment No. 3 to Purchase and Sale Agreement, dated as of August
8. 2005. (TRACT 118) [50% ]
610914_ s OCX — 5344.30i
48. Short form Purchase and Sale Agreement between Ben F. Wheeler, as Seller, and Mesa
Water Ll', as Purchaser, dated as of May 6, 2005: as amended by that Amendment No. I
to Short Form Purchase and Sale Agreement. dated as of May 26, 2005; as further
amended by that Amendment No. 2 to Short Dorm Purchase and Sale Agreement, dated
as of June 24, 2005; as further amended by that Amendment No. 3 to Short Dorm
Purchase and Sale Agreement, dated as of August 8. 2005: and as further amended by
that Amendment No. 4 to Short form Purchase and Sale Agreement, dated as of October
10, 2005. (TRACT 119) [ 100'/c -Short Form]
49. Short Dorm Purchase and Sale Agreement between Jean Daugherty Esposito, as Seller,
and Mesa Water LP, as Purchaser, dated as of May 5. 2005; as amended by that
Amendment No. l to Short Form Purchase and Sale Agreement, dated as of May 23,
2005; as further amended by that Amendment No. 2 to Short Form Purchase and Sale
Agreement, dated as of June 24, 2005: as further amended by that Amendment No. 3 to
Short Dorm Purchase and Sale Agrecment, dated as of Augutit 8, 2005: as further
amended by that Amendment No, 4 to Short Form Purchase and Sale Agreement, dated
as of October 10, 2005; as further amended by that Amendment No, 5 to Short Form
Purchase and Sale Agreement, dated as of November 2005: and as further amended
by that Amendment No. 6 to Short form Purchase and Sale Agreement, dated as of
January 6.2006. (TRACT 120) [100`/ -Short I-orm]
50. Short Form Purchase and Sale Agreement between Frank Daugherty, as Seller. and Mesa
Water Ll', as Purchaser, dated as of May 6, 2005; as amended by that Amendment No. l
to Short Form Purchase and Sale Agreement, dated as of May 21, 2005; as further
amended by that Amendment No. 2 to Short Form Purchase and Sale Agreement, dated
as of June 24, 2005; as further amended by that Amendment No. 3 to Short Form
Purchase and Sale Agreement, dated as of August 8, 2005: and as further amended by
that Amendment No. 4 to Short Form Purchase and Sale Agreement, dated as of October
10, 2005. (TRACT 121) [ 100%r-Short Form]
51. Purchase and Sale Agreement between Sherman Smith and Stephen Smith, as Seller, and
Melia Water LP, as Purchaser, dated as of April 15, 2005: as amended by that
Amendment No. I to Purchase and Sale Agreement, dated as of April 15, 2005; as further
amended by that Amendment No, 2 to Purchase and Sale Agreement, dated as of June 24,
2005; and as further amended by that Amendment No. 3 to Purchase and Sale
Agrecment. dated as of August 8. 2005. (TRACT 123) [501/0)
52. Purchase and Sale Agreement between Marvin Daugherty as Seller, and Mesa Water 111,
as Purchaser, dated as of April 15. 2005: a% amended by that Amendment No. I to
Purchase and Sale Agreement, dated as of April 15, 2005: as further amended by that
Amendment No. 2 to Purchase and Sale Agreement. dated as of June 24, 2005. and as
further amended by that Amendment No. 3 to Purchase and Sale Agreement, dated as of
August 8, 2005 (TRACT 124) [5007 ]
214
53. Short Form Purchase and Sale Agreement between bred S. Barber and Sam H. Barber, as
Seller, and Mesa Water LP, as Purchaser, dated as of , 2005; as amended by that
Amendment No. 1 to Short Form Purchase and Sale Agreement, dated as of May 18,
2005; as further amended by that Amendment No. 2 to Short Form Purchase and Sale
Agreement. dated as of .Tune 24. 2005: as further amended by that Amendment No. 3 to
Short Form Purchase and Sale Agreement, dated as of August 8, 2005: and as further
amended by that Amendment No. 4 to Short Form Purchase and Sale Agreement, dated
as of October 10, 2005. (TRACT 125) [100%-Short I'orm]
54. Purchase and Sale Agreement between Ronnie Gill, as Seller, and Mesa Water LP, as
Purchaser, dated as of April 15, 2005; as amended by that Amendment No. 1 to Purchase
and Sale Agreement, dated as of April 15, 2005; as further amended by that Amendment
No. 2 to Purchase and Sale Agreement, dated as of June 24, 2005: as further amended by
that Amendment No. 3 to Purchase and Sale Agreement, dated as of August 8. 2005: and
as further amended by that Amendment No. 4 to Purchase and Sale Agreement, dated as
of October 10. 2005. (TRACT 127) [.501h ]
55. Short Form Purchase and Sale Agreement between Roy Been, Trustee of the Annie Fay
Bean family Trust, as Seller, and Mesa Water LP, as Purchaser, dated as of May 6, 2005:
as amended by that Amendment No. I to Short Form Purchase and Sale Agreement,
dated as of May 23, 2005; as further amended by that Amendment No. 2 to Short Form
Purchase and Sale Agreement. dated as of June 24, 2005: and as further amended by that
Amendment No. 3 to Short Form Purchase and Sale Agreement, dated as of August 8,
2005. (TRACT 140) [ 100%-Short Form]
56. Purchase and Sale Agreement between .lames David Seitz and Sterling Seitz, as Seller,
and Mesa Water LP, as Purchaser, dated as of April 15. 2005; as amended by that
Amendment No. I to Purchase and Sale Agreement, dated as of April 15. 2005; as further
amended by that Amendment No. 2 to Purchase and Sale Agreement, dated as of June 24,
2005; as further amended by that Amendment No. 3 to Purchase and Sale Agreement,
dated as of August 8. 2005: and as further amended by that Amendment No. 4 to
Purchase and Sale Agreerent, dated as of October 10. 2005. (TRACT 158) (50(/ ]
57. Short Form Purchase and Sale Agreement between John P. Pennington Family
Partnership. L.P., as Seller, and Mesa Water LP. as Purchaser, dated as of May 6, 2005;
as amended by that Amendment No. I to Short Form Purchase and Sale Agreement.
dated as of May 24. 2005: as further amended by that Amendment No. 2 to Short I~orm
Purchase and Sale Agreement, dated as of June 24. 2005: and as further amended by that
Amendment No. 3 to Short Form Purchase and Sale Agreement. dated as of August 8.
2005. (TRACT 174) [ I(XY/o-tihort Form)
58. Short form Purchase and Sale Agreement between Frances Deen Maddox and the L.B.
Maddox family Trust, as Seller, and Mesa Water LP, as Purchaser, dated as of May 6,
2005; as amended by that Amendment No. I to Short Form Purchase and Sale
Agreemcnt, dated as of May 25, 2005, as further amended by that Amendment No. 2 to
2%
Short Porm Purchase and Sale Agreement, dated as of June 24, 2005; as further amended
by that Amendment No. 3 to Short Form Purchase and Sale Agreement, dated as of
August 8, 2005: and as further amended by that Amendment No. 4 to Short Form
Purchase and Sale Agreement, dated as of October 10, 2005. (TRACT 177) [ 1001/t.-Short
form
59. Purchase and Sale Agreement between ]-.)avida Z. Bednari, as Seller, and Mesa Water
I.P. as Purchaser, dated as of April 15, 2005; as amended by that Amendment No. 1 to
Purchase and Sale Agreement, dated as of April 15, 2005; and as further amended by that
Amendment No. 2 to Purchase and Sale Agreement, dated as of June 24, 2005. (TRACT
180) 1501h j
60. Purchase and Sale Agreement between Lawrence Ray See, Linda Sue See, and William
Bob Frasier, as Seller, and Mesa Water Ll', as Purchaser, dated as of April 15, 2005; as
amended by that Amendment No. 1 to Purchase and ,Sale Agreement, dated as of April
15. 2005: as further amended by that Amendment No. 2 to Purchase and Sale Agreement,
dated as of .Tune 24. 2005: and as further amended by that Amendment No. 3 to Purchatie
and Sale Agreement, dated as of August 8, 2005. (TRACT 181) [50% ]
61. Purchase and Sale Agreement between Ronald 1-17. Nelson and Robin Nelson, as Seller.
and Mesa Water LP, as Purchaser, dated as of April 15, 2005; as amended by that
Amendment No. I to Purchase and Sale Agreement, dated as of April 15, 2005; as further
amended by that Amendment No. 2 to Purchase and Sale Agreement, dated as of June 24.
2005; and as further amended by that Amendment No. 3 to Purchase and Sale
Agreement, dated as of August 8, 2005. (TRACT 182) [50%]
62. Short Form Purchase and Sale Agreement between Frances Dcen Maddox and the L.R.
Maddox Family Trust, as Seller, and Mesa Water LP, as Purchaser, dated as of May 6,
2005: as amended by that Amendment No. 1 to Short Form Purchase and Sale
Agreement, dated as of May 25, 2005; as further amended by that Amendment No. 2 to
Short Form Purchase and Sale Agreement, dated as of June 24. 2005; as further amended
by that Amendment No. 3 to Short Form Purchase and Sale Agreement, dated as of
August 8. 2005: and as further amended by that Amendment No. 4 to Short 1-orm
Purchase and Sale Agreement. dated as of October 10. 2005. (TRACT 185) [ 100%-Short
Form]
61. Short Form Purchase and Sale Agreement between Frances Deen Maddox and the L.B.
Maddox Family Trust, as Seller, and Mesa Water LP, as Purchaser, dated as of May 67
2005: as amended by that Amendment No. 1 to Short Form Purchase and Sale
Agreement, dated as of May 25. 2005; as further amended by that Amendment No. 2 to
Short Form Purchase and Sale Agreement, dated as of June 24, 2(X)5; as further amended
by that Amendment No. 3 to Short Form Purchase and Sale Agreement, dated as of
August 8. 2005; and as further amended by that Amendment No. 4 to Short I orm
Purchase and Sale Agreement, dated as of October 10, 2005. (TRACT 186) [ 100'/r Short
Form l
64. Purchase and Sale Agreement between Harold W. Taylor and Amy Lucile Taylor, as
Seller, and Mesa Water LP, as Purchaser, dated as of April 15, 2005; as amended by that
Amendment No. I to Purchase and Sale Agreement, dated as of April 15, 2005; and as
further amended by that Amendment No. 2 to Purchase and Sale Agreement, dated as of
June 24, 2005. (TRACT 187) [50^/
65. Purchase and Sale Agrce rent between Harold Taylor and Amy Lucile Taylor, as Seller,
and Mesa Water LP, as Purchaser. dated as of April 15, 2005: as amended by that
Amendment No. I to Purchase and Sale Agreement, dated as of April 15, 2005; as further
amended by that Amendment No. 2 to Purchase and Sale Agreement, dated as of June 24,
2005; and as further amended by that Amendment No. 3 to Purchase and Sale
Agreement, dated as of August 8, 2005. (TRACT 190) [50%]
66. Short Form Purchase and Sale Agreement between Billy J. Taylor, as Seller, and Mesa
Water LP, as Purchaser, dated as of May 6, 2005; and as amended by that Amendment
No. I to Short Form Purchase and Sale Agreement, dated as of June 13. 2005. (TRACT
205) [ 1001h -Short Form]
67. Short Form Purchase and Sale Agreement between Lard Ranch, Ltd., as Seller, and Mesa
Water LP, as Purchaser, dated as of May 6, 2005: and as amended by that Amendment
No. I to Short Form Purchase and Sale Agreement, dated as of May 23. 2005; as further
amended by that Amendment No. 2 to Short Form Purchase and Sale Agreement. dated
as of June 24, 2005: as further amended by that Amendment No. 3 to Short Form
Purchase and Sale Agreement, dated as of August 23, 2005; as further amended by that
Amendment No. 4 to Short Form Purchase and Sale Agreement, dated as of October 10,
2005: and as further amended by that Amendment No. 5 to Short Form Purchase and Sale
Agreement, dated as of December 28, 2005. (TRACT 226) [ 100%-Short Form]
68. Purchase and Sale Agreement between Bill Tolbert, as Seller, and Mesa Water LP, as
Purchaser, dated as of April 15, 2005; as amended by that Amendment No. I to Purchase
and Sale Agreement. dated as of April 15. 2005; as further amended by that Amendment
No. 2 to Purchase and Sale Agreement, dated as of June 24, 2005; and as further
amended by that Amendment No. 3 to Purchase and Sale Agreement, dated as of August
8, 2005. as further amended by that Amendment No. 4 to Purchase and Sale Agreement,
dated as of October 10, 2005; and as further amended by that Amendment No. 5 to
Purchase and Sale Agreement. dated as of December 28, 2005. (TRACT 230) [5011oj
69. Purchase and Sale Agreement between Lard Ranch, Ltd., as Seller. and Mesa Water LP,
as Purchaser, dated as of January 5. 2006. (TRACT 231) [50% ]
70. Purchase and Sale Agreement between Sherman Smith and Stephen Smith, as Seller, and
Mesa Water L.P. as Purchaser, dated as of April 15, 2005; as amended by that
Amendment No. 1 to Purchase and Sale Agreement, dated as of April 15. 2005: as further
amended by that Amendment No. 2 to Purchase and Sale Agreement, dated as of June 24.
2005; and as further amended by that Amendment No. 3 to Purchase and Sale
Agreement, dated a-, of August 8. 2005. (TRACT 234) [50%]
2,
71. Purchase and Sale Agreement between Margot Gill Thompson, as Seller, and Mesa
Water LP, as Purchaser, dated as of April 15, 2005: as amended by that Amendment No.
I to Purchase and Sale Agreement, dated as of April 15. 2005: as further amended by that
Amendment No. 2 to Purchase and Sale Agreement, dated as of June 24, 2005; as further
amended by that Amendment No. 3 to Purchase and Sale Agreement. dated as of August
8. 2005: and as further amended by that Amendment No. 4 to Purchase and Sale
Agreement, dated as of October 10. 2005. (TRACT 236) [50% ]
72. Purchase and Sale Agreement between Ronnie Gill, as Seller, and Mesa Water LP, as
Purchaser, dated as of April 15. 2005; as amended by that Amendment No. I to Purchase
and Sale Agreement, dated as of April 15. 2005; as further amended by that Amendment
No. 2 to Purchase and Sale Agreement, dated as of June 24, 2005; and as further
amended by that Amendment No. 3 to Purchase and Sale Agreement, dated as of August
8, 2005. (TRACT 237) [50% j
73. Purchase and Sale Agreement between Ronnie Gill, as Seller, and Mesa Water LP, as
Purchaser, dated as of April 15, 2005: as amended by that Amendment No. I to Purchase
and Sale Agreement, dated as of April 15, 2005; as further amended by that Amendment
No. 2 to Purchase and Sale Agreement, dated as of June 24. 2005; and as further
amended by that Amendment No. 3 to Purchase and Sale Agreement, dated as of August
8, 2005. (TRACT 238) [50%]
74. Purchase and Sale Agreement between Michael Gill, as Seller, and Mesa Water LP, as
Purchaser, dated as of April 15, 2005: as amended by that Amendment No. I to Purchase
and Sale Agreement, dated as of April 15. 2005: as further amended by that Amendment
No. 2 to Purchase and Sale Agreement. dated as of June 24, 2005; as further amended by
that Amendment No. 3 to Purchase; and Sale Agreement, dated as of August 8, 2005: and
as further amended by that Amendment No. 4 to Purchase and Sale Agreement, dated as
of October 10, 2005. (TRACT 239) [501h ]
75. Purchase and Sale Agreement between David L. Whitson, as Seller, and Mesa Water LP.
as Purchaser, dated as of April 15, 2005: as amended by that Amendment No. I to
Purchase and Sale Agreement, dated as of April 15, 2005; as further amended by that
Amendment No. 2 to Purchase and Sale Agreement, dated as of June 24, 2005: a,, further
amended by that Amendment No. 3 to Purchase and Sale Agreement_ dated as of August
8. 2005; and as further amended by that Amendment No. 4 to Purchase and Sale
Agreement, dated as of October 10, 2005. (TRACT 240) [5017/t ]
76. Purchase and Sale Agreement between David Whitson, as Seller. and Mesa Water I.P. a%
Purchaser, dated as of April 15, 2005; as amended by that Amendment No. I to Purchase
and Sale Agreement. dated a% of April 15. 2(H)5; as further amended by that Amendment
No. 2 to Purchase and .Sale Agreement. dated as of June 24, 2005: as further amended by
that Amendment No. 3 to Purchase and Sale Agreement, dated a% of August 8. 2005. and
as further amended by that Amendment No. 4 to Purchase and Sale Agreement dated a%
of October 10. 2005. (TRACT 241) 1 501/
2%
� i
77. Purchase and Sale Agreement between Mary L. Kneisley, Jenny L. Sullivan and Katy L.
Wilde. as Seller, and Mesa Water 1,13. as Purchaser, dated as of April 15, 2005; ati
amended by that Amendment No. I to Purchase and Sale Agreement, dated as of April
15, 2005; and as further amended by that Amendment No. 2 to Purchase and Sale
Agrecmcnl, dated as of June 24, 2005. (TRACT 242) [50"/ I
78. Purchase and Sale Agreement between Jenny L. Sullivan, Mary L. Kneisley and Katy L.
Wilde, as Seller, and Mesa Water LP, as Purchaser, dated as of April 15, 2005: as
amended by that Amendment No. I to Purchase and Sale Agreement, dated as o1' April
15, 2005; and its further amended by that Amendment No. 2 to Purchase and Sale
Agreement, dated as of June 24. 2005. (TRACT 243) [.50141
79. Purchase and Sale Agreement between Mary L. Kneisley, Jenny L. Sullivan and Katy L.
Wilde, as Seller. and Mesa Water LP, as Purchaser, dated as of April 15, 2005; as
amended by that Amendment No. 1 to Purchase and Sale Agreement, dated as of April
15. 2005: and as further amended by that Amendment No. 2 to Purchase and Sale
Agreement, dated as of June 24, 2005. (TRACT 245) [501/ ]
80. Purchase and Sale Agreement between Robin L. Morse, as Seller, and Mesa Water I.P, as
Purchaser, dated as of April 15, 2005: as amended by that Amendment No. 1 to Purchase
and Sale Agrecmcnl, dated as of April 15. 2005; as further amended by that Amendment
No. 2 to Purchase and Sale Agreement, dated as of June 24, 2005: as further amended by
that Amendment No. 3 to Purchase and Sale Agreement. dated as of August 8, 2005; and
us further amended by that Amendment No. 4 to Purchase and Sale Agreement, dated as
of October 10. 2005. (TRACT 246) [50%]
81. Purchase and Sale Agreement between Timothy A. Johnson, as Seller, and Mesa Water
LP, as Purchaser, dated as of April 15. 2005; as amended by that Amendment No. 1 to
Purchase and Sale Agreement, dated as of April 15, 2005; as further amended by that
Amendment No. 2 to Purchase and Sale Agreement, dated as of June 24, 2005; as further
amended by that Amendment No. 3 to Purchase and Sale Agreement. dated as of August
8, 2005: and as further amended by that Amendment No. 4 to Purchase and Sale
Agreement, dated as of October 10. 2005. (TRACT 247) [50 /o]
82. Purchase and Sale Agreement between Charles M. Lockhart and Jan S. Lockhart, as
Seller, and Mesa Water LP, as Purchaser. dated as of April 15, 2(X)5; as amended by that
Amendment No. 1 to Purchase and Sale Agreement, dated as of April 15. 2005; as further
amended by that Amendment No. 2 to Purchase and Sale Agreement, dated at of June 24,
2005: as further amended by that Amendment No. 3 to Purchase and Sale Agreement,
dated as of August 8, 2005: as further amended by that Amendment No. 4 to Purchase
and Sale Agreement, dated as of October 10. 200.5; and as further amended by that
Amendment No. 5 to Purchase and Sale Agreement. dated as of December 20. 2005.
(TRACT 301) [50(/0]
83. Purchase and Sale Agreement between Charles M. I ockharl and Jan S. Lockhart, as
Seller. and Mesa Water LP. as Purchaser. dated ati of April 15, 2005: as amended by that
6.101i14 d L)CjCx—Sd-Y—b-Clli7
Amendment No. I to Purchase and Sale Agreement, dated as of April 15, 2005; as further
amended by that Amendment No. 2 to Purchase and Sale Agreement, dated as of June 24,
2005, its further amended by that Amendment No. 3 to Purchase and Sale Agreement,
dated as of August 8, 2005; as further amended by that Amendment No. 4 to Purchase
and Sale Agreement, dated as of October 10, 2005; and as further amended by that
Amendment No. 5 to Purchase and Sale Agreement, dated as of December 20. 2005.
(TRACT 302) [501k
84. Purchase and Sale Agreement between Sherman Smith and Stephen Smith, as Seller, and
Mesa Water 1,11, as Purchaser, dated as of April 15, 2005; as amended by that
Amendment No. 1 to Purchase and Sale Agreement, dated as of April 15, 2005; as further
amended by that Amendment No. 2 to Purchase and Sale Agreement, dated as of June 24,
2005; and as further amended by that Amendment No. 3 to Purchase and Sale
Agreement, dated as of August 8, 2005. (TRACT 306) [501% ]
85. Purchase and Sale Agreement between Doyle Smith, as Seller, and Mesa Water LP, as
Purchaser, dated as of April 15. 2005; as amended by that Amendment No. I to Purchase
and Sale Agreement, dated as of April 15, 2005, as further amended by that Amendment
No. 2 to Purchase and Sale Agreement, dated as of June 24, 2005: and as further
amended by that Amendment No. 3 to Purchase and Sale Agreement, dated as of August
8, 2005. (TRACT 307) [50V I
86. Short Form Purchase and Sale Agreement between Fred S. Barber, as Seller, and Mesa
Water LI', as Purchaser, dated as of May 6, 2005; as amended by that Amendment No. I
to Short Dorm Purchase and Sale Agreement, dated as of May 18, 2005: as further
amended by that Amendment No. 2 to Short Form Purchase and Sale Agreement, dated
as of June 24, 2005; as further amended by that Amendment No. 3 to Short Form
Purchase and Sale Agreement, dated as of August 8, 2005, and as further amended by
that Amendment No. 4 to Short Form Purchase and Sale Agreement. dated as of October
10. 2005. (TRACT 309) [ 100%-Short form]
87. Purchase and Sale Agreement between Tempic Carr, as Seller, and Mesa Water LP, as
Purchaser, dated as of April 15. 2005; as amended by that Amendment No. 1 to Purchase
and Sale Agreement, dated as of April 15, 2005; as further amended by that Amendment
No. 2 to Purchase and Sale Agreement, dated as of .tune 24, 2005: and as further
amended by that Amendment No. 3 to Purchase and Sale Agreement. dated as of August
8. 2005. (TRACT 313) [50%]
88. Purchase and Sale Agreement between Mary Wold, as Seller. and Mesa Water LP, its
Purchaser, dated as of April 15. 2005: as amended by that Amendment No. I to Purchase
and Sale Agreement, dated as of April 15, 2005; as further amended by that Amendment
No. 2 to Purchase and Sale Agreement, dated as of June 24, 2005: as further amended by
that Amendment No. 3 to Purchase and Sale Agreement, dated as of August 8, 2005; and
as further amended by that Amendment No. 4 to Purchase and Sale Agreement. dated as
of October 10. 2005. (TRACT 318) J S01/ ]
63Mf44 a. OCX 5 -14007
89. Purchase and Sale Agreement between Mark Simpson and Rita Simpson, as Seller, and
Mesa Water Ll', as Purchaser, dated as of April 15, 2005; as amended by that
Amendment No. 1 to Purchase and Sale Agreement, dated as of April 15. 2005: as further
amended by that Amendment No. 2 to Purchase and Sale Agreement, dated as of June 24,
2005; as further amended by that Amendment No. 3 to Purchase and Sale Agreement.
dated as of August 8, 2005: and as further amended by that Amendment No. 4 to
Purchase and Sale Agreement, dated as of October 10.2005. (TRACT 3 I9) [50f/ J
90. Purchase and Sale Agreement lx:tween Ina Seuhs, as Seller, and Mesa Water LP, as
Purchaser, dated as of April 15, 2005; as amended by that Amendment No. I to Purchase
and Sale Agreement, dated as of April 15, 2005: as further amended by that Amendment
No. 2 to Purchase and Sale Agreement, dated as of .tune 24, 2005; as further amended by
that Amendment No. 3 to Purchase and Sale Agreement, dated as of August 8. 2005: and
as further amended by that Amendment No. 4 to Purchase and Sale Agreement, dated as
of October 10.2005. (TRACT 320) [50%]
91. Purchase and Sale Agreement between James S. Tolbert. as Seller, and Mesa Water LI'.
as Purchaser, dated as of April 15, 2005; as amended by that Amendment No. 1 to
Purchase and Sale Agreement, dated as of April 15, 2005; as further amended by that
Amendment No. 2 to Purchase and Sale Agreement, dated as of June 24. 2005: as further
amended by that Amendment No. 3 to Purchase and Sale Agreement, dated as of August
8, 2005; and as further amended by that Amendment No. 4 to Purchase and Sale
Agreement, dated as of December, 2005. (TRACT 321) [501101
92. Purchase and Sale Agreement between Charles M. Lockhart, Sharon L. Seymore and
Susan L. Braddock, as Seller, and Mesa Water LP, as Purchaser. dated as of April 15,
2005; as amended by that Amendment No. I to Purchase and Sale Agreement, dated as of
April 15, 2005: as amended by that Amendment No. 2 to Purchase and Sale Agreement,
dated as of June 24, 2005; and as further amended by that Amendment No. 3 to Purchase
and Sale Agreement, dated as of August 8. 2005. (TRACT 322) [5017,r
93. Purchase and Sale Agreement between Becky Epps. as Seller. and Mesa Water LP. as
Purchaser, dated as of April 15, 2005: as amended by that Amendment No. 1 to Purchase
and Sale Agreement, dated as of April 15, 2005; as further amended by that Amendment
No. 2 to Purchase and Sale Agreement. dated as of June 24, 2005; as further amended by
that Amendment No. 3 to Purchase and Sale Agreement. dated as of August 8. 2005; as
further amended by that Amendment No. 4 to Purchase and Sale Agreement. dated a, of
October 10. 2005: and as further amended by that Amendment No. 5 to Purchase and
Sale Agreement. dated as of December 28. 2005. (TRACT 323) [509/c 1
94. Purchase and Sale Agreement between William O. Stroud Family Irrevocable Trust and
James A. Stroud, as Seller, and Mesa Water LP, as Purchaser, dated as of April 15. 2005;
ati amended by that Amendment No. I to Purchase and Sale Agreement, dated ati of April
15. 2005; as further amended by that Amendment No. 2 to Purchase and Sale Agreement,
dated as of .tune 24. 2005: ae further amended by that Contract Reinstatement and
Amendment No. 3 to Purchase and Sale Agreement, dated as of September 12, 2005- and
as further amended by that Amendment No. 4 to Purchase and Sale Agreement, dated as
of October 10, 2005. (TRACT 324) [501/
95. Purchase and Sale Agreement between George Tolbert, as Seller, and Melia Water LP, as
Purchaser. dated as of April 15, 2005; as amended by that Amendment No. I to Purchase
and Sale Agreement. dated as of April 15. 2005: as further unended by that Amendment
No. 2 to Purchase and Sale Agreement, dated as of June 24, 2005: as further amended by
that Amendment No. 3 to Purchase and Sale Agreement, dated as of August 8, 2005; and
as further amended by that Amendment No. 4 to Purchase and Sale Agreement, dated as
of October 10, 2005. (TRACT 325) [50r/ 1
96. Purchase and Sale Agreement between Kara Ann McClendon, Kate 131icabeth Peirce
Trust, and Kimbra Leigh Peirce, as Seller, and Mesa Water LP, as Purchaser, dated as of
April 15. 2005; as amended by that Amendment No. 1 to Purchase and Sale Agreement.
dated as of April 15. 2005: as further amended by that Amendment No. 2 to Purchase and
Sale Agreement, dated as of June 24. 2005: as further amended by that Amendment No. 3
to Purchase and Sale Agreement, dated as of August 8, 2005; and as further amended by
that Amendment No. 4 to Purchase and Sale Agreement, dated as of October 10. 2005.
(TRACT 326) [5000)
97. Purchase and Sale Agreement between Janet Elena Bodin, Individually and as Trustee for
the Christina V. Bodin & Roseanne E. Bodin Trust and the Muriel Smith Life Estate. as
Seller, and Mesa Water LP, as Purchaser, dated as of April 15, 2005; as amended by that
Amendment No. 1 to Purchase and Sale Agreement, dated as of April 15, 2005: as further
amended by that Amcnd►ncnt No. 2 to Purchase and Sale Agreement, dated as of June 24,
2005; and as further amended by that Amendment No. 3 to Purchase and Sale
Agreement, dated as of August 8, 2005. (TRACT 328) 1'501/oj
98. Purchase and Sale Agreement between Tommy Saltzman, as Seller, and Melia Water LP.
as Purchaser, dated as of April 15, 2005; as amended by that Amendment No. I to
Purchase and Sale Agreement, dated as of April 15, 2005: as further amended by that
Amendment No. 2 to Purchase and Sale Agreement, dated as of June 24, 2005: as further
amended by that Amendment No. 3 to Purchase and Sale Agreement, dated as of August
8, 2005; and as further amended by that Amendment No. 4 to Purchase and Sale
Agreement, dated as of October 10. 2005. (TRACT 329) 1501h j
99. Purchase and Sale Agreement between Cal Ferguson, Rebecca }-erguson and Chisum
Family Partnership. Ltd.. as Seller. and Mesa Water LP, as Purchaser, dated as of
February 10. 2006. (TRACT 330) [501X)
100. Purchase and Sale Agreement between Rosalyn Gill Family Trust, as Seller, and Mesa
Water L.P. as Purchaser. dated as of February 7. 2008. (TRACT 1002) [ 1005/
101. Purchase and Sale Agreement between William R. Terry and liana R. Terry, as Seller,
and Mesa Water LP, as Purchaser, dated as of .tune 9. 2008 (TRACT 1004) [ 100`Y I
i�
610914 1 D0(:X - 514-1 007
102. Purchase and Sale Agreement between J.I.. Bell Properties, I.td., as Seller, and Mesa
Water LP, as Purchaser, dated as of February 15, 2008. (TRACT 1006) 1 100'/
103. Purchase and Sale Agreement between Mar Rogers, as Seller. and Mesa Water LP, as
Purchaser, dated as of .lune 9, 2008. (TRACT 1007) [ 100'/c 1
104. Purchase and Sale Agreement between Leslie Family Trust, as Seller, and Mesa Water
LP, as Purchaser, dated as of June 27. 2008. (TRACT 1008) [ 100'Y
105. Purchase and Sale Agreement between Becki Burris and Devin BU1Tus, as Seller. and
Mesa Water LP, as Purchaser, dated as of March 4, 2008. (TRACT 1010) [100%]
106. Purchase and ,Sale Agreement between Kenneth J. Allen. as Seller, and Mesa Water LP,
as Purchaser, dated as of March 4, 2008. (TRACT 1019) [ 1001/ I
107. Purchase and Sale Agreement between Ginger Buchler and Robert Buehler, as Seller, and
Mesa Water 1,111, as Purchaser. dated as of March 24, 2008. (TRACT 1021) [ 1001/ ]
108. Purchase and Sale Agreement between Natural Gas Anadarko Company and COUrson
Family Land Partnership. Ltd., as Seller. and Mesa Water LP, as Purchaser. dated as of
January 31, 2008: as amended by that Amendment No. I. dated as of August 19, 2008.
(TRACT 1022) [ 100% ]
109. Purchase and Sale Agreement between Flying T-5 Ranch Partnership, as Seller, and Mesa
Water LP, as Purchaser, dated as of March 4, 2008. (TRACT 1023) [ 100%]
110. Purchase and Sale Agreement between Leslie Michael McLain and Diane M. McLain, as
Seller, and Mesa Water LP, as Purchaser. dated as of March 24, 2008. (TRACT 1030)
[ I00'/ ]
III. Purchase and Sale Agreement between uric Philipp. as ,Seller, and Mesa Water LP, as
Purchaser, dated as of March 24, 2008. (TRACT 1032) [ 100%]
112. Purchase and Sale Agreement between Jim Cameron, as Seller. and Mesa Water L.P. as
Purchaser, dated as of January 18, 2008. (TRACT 1035) [100%]
113. Purchase and Sale Agreement between Stephen Rader and Linda Rader, as Seller, and
Mesa Water LP, as Purchaser. dated as of March 4, 2008. (TRACT 1037) [10017(]
114. Purchase and Sale Agreement between James Laubhan. as Seller, and Mesa Water I.P. as
Purchaser. dated as of June 9, 2008. (TRACT 1038) [ 100%]
115. Purchase and Sale Agreement between Lee Taylor Cameron, as Seller, and Mesa Water
LP, as Purchaser, dated as of January 18, 2008. (TRACT 1053) [100%]
116. Purchase and Sale Agreement between Charles Gill. Glen Eddie Gill and Robert Vern
Gill. as Seller, and Mesa Water LP, a% Purchaser, dated as of February 19, 2008.
(TRACT 1065) [ 100%]
117. Purchase and Sale Agreement between Uuida Mae Wilson Harbour. as Seller, and Mesa
Water L.P, as Purchaser, dated as of February 28. 2008. (TRACT 1072) [ 100(h]
118. Purchase and Sale Agreement between Fred Hale, as Seller, and Mesa Water L.P. as
Purchaser, dated as of February 27, 2008. (TRACT 1080) [ 10017 ]
119. Purchase and Sale Agreement between Kent Courson, as Seller, and Mesa Water LP, ati
Purchaser, dated as of February 22. 2008. (TRACT 1097) [ 100`/ I
13
120. Purchase and Sale Agreement between Leslie Harman and Wayne Hannan, as Seller, and
Mesa Water LP, as Purchaser. dated as of March 9, 2009. (TRACT 1098)1100"It 1
121. Purchase and Sale Agreement between Nancy Schwerzenbach and Chris Schwerienbach,
as Seller, and Mesa Water 1.1', as Purchaser, dated as of March 4, 2009. (TRACT 2000)
[100%1
122. Purchase and Sale Agreement between J.L. Bell Properties, Ltd., as Seller, and Mesa
Water 1,1'. as Purchaser, dated as of February 15, 2008. (TRACT 2004) [ 100"/ 1
123. Purchase and Sale Agreement between J.L. Bell Properties, Ltd., as Scller, and Mesa
Water LP, as Purchaser, dated as of I-ebruary 15. 2008: and as amended by that Closing
Amendment to Purchase and Sale Agreement, dated as of August 5. 2008, (TRACT
2005) [ 1001i 1
124. Purchase and Sale Agreement between Mary Elizabeth Alexander and Tim Alexander, as
Scllcr, and Mesa Water I.P. as Purchaser. dated as of March 4, 2008. (TRACT 2006)
[ 100'/ ]
125. Purchase and Sale Agreement between Velrick Ouida Wilson and Ouida Mac Wilson
Harbour, as Seller, and Mesa Water LP, as Purchaser. dated as of .Tune 27, 2009.
(TRACT 2014) [50% ]
126. Purchase and Sale Agreement between Bernhard Phillipp and Ernest Unbefunde, as
Seller, and Mesa Water LP, as Purchaser, dated as of May 28. 2008. (TRACT 2016)
[ 100% 1
127. Purchase and Sale Agreement between Judith Ann Rader, as Seller, and Mesa Water LP,
as Purchaser, dated as of March 4. 2008. (TRACT 2017) [ 100% ]
129. Purchase and Sale Agreement between G & J Ranch, Inc.. as Seller, and Mesa Water LP,
as Purchaser, dated as of July 17. 2008. (TRACT 2021) (50^/ ]
129. Purchase and Sale Agreement between Robert Vern Gill, as Seller, and Mesa Water LP,
as Purchaser, dated as of May 8, 2008. (TRACT 2022) [ 100%1
130. Purchase and Sale Agreement between Kenneth Smith and Jo Ann Meyer. as Seller, and
Mesa Water LP, as Purchaser, dated as of May 28. 2008. (TRACT 2023) (100%]
131. Purchase and Sale Agreement between Panhandle Livestock Equipment, as Seller, and
Mesa Water I.P, as Purchaser, dated as of July 29, 2008. (TRACT 2025) [ 1001Y,]
132. Purchase and Sale Agreement between Natural Gas Anadarko Company and Courson
Family land Partnership, Ltd., as Seller, and Mesa Water I.P. as Purchaser, dated as of
Auguu 20. 2008. (TRACT 2027)1100°k 1
133. There is no Purchase and Sale Agreement for TRACT 2028.
134. There is no Purchase and Sale Agreement for TRACT 2030.
135. There is no Purchase and Sale Agreement for TRACT 2035.
136. There is no Purchase and Sale Agreement for TRACT 2036.
LIST OF TI;N-YEAR .IOINT SALES AGRL•EMENTS:
4.4
I. Ten -Year .Joint Sale Agreement entered into effective as of October 19, 2006. by G&J
Ranch, Inc., as Owner, and Mesa Water LP, as Purchaser. (TRACT 5)
2. Ten -Year Joint Sale Agreement entered into effective as of October 31. 2006, by Young
Trust, as Owner, and Mesa Water I.P. as Purchaser. (TRACT 11)
3. Ten -Year Joint Sale Agreement entered into effective as of October 25, 2006. by Cedil 1).
Gill and Marie E. Gill as Trustees of the Gill Family Trust, dated May I, 2006, and by
Cecil D. Gill and Marie E. Gill, husband and wife, collectively as Owner, and Mesa
Water LP, as Purchaser. (TRACT 31)
4. Ten -Year Joint Sale Agreement entered into effective as of September 23, 2006, by Amy
Lucille Taylor and Harold W. Taylor, as Owner, and Mesa Water LP, as Purchaser.
(TRACT 34)
5. Ten -Year Joint Sale Agreement entered into effective as of September 7. 2005. by Anna
McMordie Henry and Joni McMordie Middleton, Independent Co -Executors of the
Estate of John J. McMordie. Deceased, as Owner, and Mesa Water i,P, as Purchaser.
(TRACT 36)
6. Ten -Year Joint Sale Agreement entered into effective as of August 30, 2005, by Hobart
B. McMordie. 11 and Magdalena Sanchez McMordie as Co -Trustees of the Hobart B.
McMordie. II Asset Management Trust; Randy Lynn White. Substitute Trustee of the
Drank F. McMordie, Jr. Family Trust 11bo Frank F. McMordie, III; John Hobart
McMordie. Trustee of the Frank F. McMordie, Jr. Family Trust fbo John Hobart
McMordie; Charles Harris McMordie, Trustee of the Frank F. McMordie, Jr. Family
Trust lbo Charles Harris McMordie, as Owner. and Mesa Water LP, as Purchaser.
(TRACT 37)
7. Ten -Year Joint Sale Agreement entered into effective as of July 29, 2005, by Vand
Family Ltd., as Owner, and Mesa Water LP, as Purchaser. (TRACT 39)
8. Ten -Year Joint Sale Agreement entered into effective as of November 17, 2005, by Dee
M. Vanderburg, as Owner, and Mesa Water LP, as Purchaser. (TRACT 40)
9. Ten -Year .Joint Sale Agreement entered into effective as of February 2, 2006. by Doyle
Smith. as Owner, and Mesa Water LP, as Purchaser. (TRACT 48)
10. Ten -Year Joint Sale Agreement entered into effective as of November 16, 2005, by
James H. Roberts a/k/a James Harold Roberts, as Owner, and Mesa Water LP, as
Purchaser. (TRACT 51)
11. Ten -Year Joint Sale Agreement entered into effective as of October 7, 2005, by Terri.
Gwen Gill Campbell and Mary Ann Gill Cox, as Owner. and Mesa Water LP, as
Purchaser. (TRACT 52)
12. Ten -Year Joint Sale Agreement entered into effective as of October 1.5, 2005. by
Jonathan C. Siedow, Trustee of the William O. Stroud gamily Irrevocable Trust created
by the William O. Stroud h-revocable Trust Agreement dated effective January 1. 1994,
and James A. Stroud a/k/a James Alonco Stroud, an individual. as Owner. and Mesa
Water I.P. as Purchaser. (TRACT 54)
13. Ten -Year Joint Sale Agreement entered into effective as of September 23, 2005. by
Nellie Pauline Daugherty, as Owner, and Mesa Water LP, as Purchaser. (TRACT 55)
14. Ten -Year Joint Sale Agreement entered into effective as of October 19, 2005, by Stephen
P. Smith. as Owner, and Mesa Water LP, as Purchaser. (TRACT 56)
15. Ten -Year Joint Sale Agreement entered into effective as of September 12, 2005, by
Charles M. Lockhart and wife, Jan S. Lockhart, as Owner, and Mesa Water LI', as
Purchaser. (TRACT 58)
16. Ten -Year Joint Sale Agreement entered into effective as of January 30. 2006. by Cheryl
Gill Bean, Trustee of the Janie Margaret Gill Trust dated August 26, 1993 and David
Bowers, an individual, as Owner, and Mesa Water LP, as Purchaser. (TRACT 59)
17. Ten -Year Joint Sale Agreement entered into effective as of September 30, 2005, by Life
Estate held by Muriel Reid Smith and Remainder owned by Janet Elena Bodin,
Individually and as Trustee of the Trust created for the benefit of the granddaughters of
Muriel Reid Smith, Roseanne Elyse Bodin and Christina Victoria Bodin, as Owner, and
Mesa Water LP, as Purchaser. (TRACT 62)
18. Tcn-Year .Joint ,Sale Agreement entered into effective as of November 22. 2005. by
Robin Sylcr and Virginis Siler Parkhouse as Independent Co -Executors of the Instate of
Virginia Lee Smith Siler, deceased, as Owner, and Mesa Water LP, as Purchaser.
(TRACT 63)
19. Tcn-Year .Joint Sale Agreement entered into effective as of September 23, 2005, by
Doyle Smith a/Wa Doyle S. Smith, as Owner. and Mesa Water LP, as Purchaser.
(TRACT 64)
20. Ten -Year .Joint Sale Agreement entered into effective as of March 15. 2006, by Doyle S.
Smith, as Owner, and Mesa Water LP, as Purchascr. (TRACT 67)
21. Ten -Year Joint Sale Agreement entered into effective as of September 12. 2005. by
Doyle Smith, as Owner. and Mesa Water LP, as Purchaser. (TRACT 69)
22. Ten -Year Joint Sale Agreement entered into effective as of February 2, 2006, by Doyle
Smith, as Owner, and Mesa Water LP, as Purchaser. (TRACT 70)
23. Ten -Year Joint Sale Agreement entered into effective as of October 17, 2005, by Cecil
Gill. as Owner, and Mesa Water LP, as Purchaser. (TRACT 86)
24. Ten -Year Joint Sale Agreement entered into effective as of August 31. 2005. by Chad
Earl Breeding, as Owner, and Mesa Water LP, as Purchaser. (TRACT 87)
25. Ten -Year Joint Sale Agreement entered into effective as of December 5, 2005. by
Wallace G. Hhmann, as Owner, and Mesa Water LP, as Purchaser. (TRACT 88)
26. Ten -Year Joint Sale Agreement entered into effective as of October 19, 2005, by
Sherman Smith and Stephen P..Smith, as Owner, and Mesa Water LP, as Purchaser.
(TRACT 90)
27. Ten -Year Joint Sale Agreement entered into effective as of October 19, 2005, by
Sherman Smith and Stephen P. Smith, as Owner, and Mesa Water LP, as Purchaser.
(TRACT 95)
28. Ten -Year Joint Sale Agreement entered into effective as of November 29, 2006, by
Ronald Gill, Michael Gill and Margot Gill Thompson, as Owner, and Mesa Water I.P. as
Purchaser. (TRACT 101)
29. Ten -Year Joint Sale Agreement entered into effective as of December 23. 2005. by Linda
Hollenshead Knox, as Owner. and Mesa Water LP, as Purchaser. (TRACT 102)
30. Ten -Year Joint Sale Agreement entered into effective as of September 12, 2005, by
Ronald Gill, Michael Gill and Margot Gill Thompson, as Owner, and Mesa Water LP, as
Purchaser. (TRACT 104)
31. Ten -Year Joint Sale Agreement entered into effective as of December 23. 2005. by 1 inda
Hollenshead Knox, a,, Owner, and Mesa Water I.P. as Purchaser. (TRACT 105)
16
009141 t)t1C'X 113-P,007
32. Ten -Year Joint Sale Agreement entered into effective as of August 25, 2005, by Cheryl
Gill 13can, Trustee of the Janie Margaret Gill Trust, as Owner, and Mesa Water LP, as
Purchaser. (TRACT 107)
33. Ten -Year Joint Sale Agreement entered into effective as of August 25. 2005. by Doyle
Smith aka Doyle S. Smith aka Doyle Sumner Smith and Mary 13. Smith aka Mary
Pearson Smith aka Mary I-rances Smith, as Owner, and Mesa Water LP, as Purchaser.
(TRACT 108)
34. Ten -Year Joint Sale Agreement entered into effective as of October 19, 2005, by
.Sherman Smith and Stephen P. Smith. as Owner, and Mesa Water I,P, as Purchaser.
(TRACT 112)
35. Ten -Year .Joint Sale Agreement entered into effective as of August 5. 2005, by Doyle
Smith, as Owner. and Mesa Water LP, as Purchaser. (TRACT 1 15)
36. Ten -Year .Joint Sale Agreement entered into effective as of October 14, 2005, by Herchel
Ronald Gill a/k/a Ronnie Gill. as Owner. and Mesa Water LP, as Purchaser. (TRACT
118)
37. Ten -Year .Joint Sale Agreement entered into effective as of October 19, 2005, by
Sherman Smith and Stephen P. Smith, as Owner, and Mesa Water I.P. as Purchaser.
(TRACT 123)
38. Ten -Year Joint Sale Agreement entered into effective as of October 14, 2005, by Marvin
Daugherty and Laurie S. Daugherty, as Owner, and Mesa Water I.P. as Purchaser.
(TRACT 124)
39. Ten -Year .Joint Sale Agreement entered into effective as of December 22, 2005, by
Herchel Ronald Gill a/k/a Ronnie Gill and Edwina Gill. as Owner, and Mesa Water LP,
as Purchaser. (TRACT 127)
40. Ten -Year Joint Sale Agreement entered into effective as of October 15, 2005, by .lames
David Seib and Sterling T. Seitz, as Owner, and Mesa Water LP, as Purchaser. (TRACT
158)
41. Ten -Year Joint Sale Agreement entered into effective as of August 19. 2005, by Davida
Bednarc, as Owner, and Mesa Water LP, as Purchaser. (TRACT 180)
42. Ten -Year Joint Sale Agreement entered into effective as of October 7, 2005. by
Lawrence Ray See, Linda Sue See and William Bob brazier, as Owner, and Mesa Water
LP, as Purchaser. (TRACT 18 I )
43. Ten -Year Joint Sale Agreement entered into effective as of August 26, 2005, by Ronald
E. Nelson and wife. Robin A. Nelson. as Owner. and Mesa Water LP, as Purchaser.
(TRACT 182)
44. Ten -Year Joint Sale Agreement entered into effective as of August 10, 2005. by Harold
W. Taylor and wife, Amy Lucile Taylor, as Owner. and Mesa Water LP, as Purchaser
(TRACT 187)
45. Ten -Year .loint Sale Agreement entered into effective as of October 14, 2005, by Harold
W. Taylor and Amy Lucile Taylor, as Owner, and Mesa Water I.P. as Purchaser.
(TRACT 190)
46. Ten -Year Joint Sale Agreement entered into effective as of January 31, 2006. by Bill J.
Tolbert, as Owner, and Mesa Water LP, ati Purchaser (TRACT 230)
47. Ten -Year .Joint Sale Agreement entered into effective as of February I, 2006. by Lard
Ranch, Ltd . as Owner, and Mesa Water LP, as Purchaser. (TRACT 231)
48. Ten -Year Joint Sale Agreement entered into effective as of October 19, 2005, by
Sherman Smith and Stephan P. ,Smith, as Owner, and Melia Water LP, as Purchaser.
(TRACT 234)
49. Ten -Year Joint Sale Agreement entered into effective as of December 19. 2005. by
Margo Gill Thompson. as Owner, and Mesa Water 1.13, as Purchase•. (TRACT 236)
50. Tcn-Year Joint Sale Agreement entered into effective as of September 19, 2005, by
He•chel Ronald Gill a/k/a Ronnie Gill a/k/a Herchel Gill, as Owner, and Mesa Water LP,
as Purchaser. (TRACT 237)
51. Ten -Year Joint Sale Agreement entered into effective as of September 19. 2005. by
Herchel Ronald Gill a/k/a Ronnie Gill. as Owner, and Mesa Water LP, as Purchaser.
(TRACT 238)
52. Ten -Year Joint Sale Agreement entered into effective as of December 27. 2005. by
Michael Gill, as Owner, and Mesa Water LP, as Purchaser. (TRACT 239)
53. Ten -Year Joint Sale Agreement entered into effective as of November 23, 2005, by
David Lee Whitson, as Owncr, and Mesa Water LP, as Purchaser. (TRACT 240)
54. Ten -Year Joint Sale Agreement entered into effective as of November 23, 2005, by
David Lee Whitson, as Owner, and Mesa Water LP. as Purchaser. (TRACT 241)
55. Tcn-Year Joint Sale Agrecment entered into effective as of August 12, 2005, by Katy
Wilde a/k/a Katy Ledrick Wilde; Mary Kneisley a/k/a Mary Lcdrick Kneisley; Jenny
Ledrick Sullivan and Charles Franklin Sullivan, as Co -Trustees of the Jenny Lcdrick
Sullivan Trust under Trust Agreement made on the 23`d day of February 2000; and Jenny
Ledrick Sullivan, as Owner, and Mesa Water LP, as Purchaser. (TRACT 242)
56. Ten -Year Joint Sale Agreement entered into effective as of August 12, 2005, by Katy
Wilde a/k/a Katy Lcdrick Wilde. Mary Kneisley a/k/a Mary Ledrick Kneisley; Jenny
Lcdrick Sullivan and Charles Franklin Sullivan, as Co -Trustees of the .fenny Ledrick
Sullivan Trust under Trust Agreement made on the 23`d day of February, 2000: and Jenny
Ledrick Sullivan, as Owner. and Mesa Water LP, as Purchaser. (TRACT 243)
57. Ten -Year Joint Sale Agreement entered into effective as of August 12, 2005, by Katy
Wilde a/k/a Katy Ledrick Wilde; Mary Kneisley a/k/a Mary Ledrick Kneisley; .Jenny
Lcdrick Sullivan and Charles Franklin Sullivan, as Co -Trustees of the Jenny Ledrick
Sullivan Trust under Trust Agreement made on the 23`a day of February 2000; and Jenny
Ledrick Sullivan, as Owner. and Mesa Water LP, as Purchaser. (TRACT 245)
58. Ten -Year .Joint Sale Agreement entered into effective as of November 23, 2005, by
Robin L. Kelley AM Robin Lynn .Johnson. as Owner. and Mesa Water LP, as Purchaser.
(TRACT 246)
59. Ten -Year Joint Sale Agreement entered into effective as of November 23, 2005. by
Timothy Aaron Johnson, as Owner, and Mesa Water LP, as Purchaser. (TRACT 247)
60. Ten -Year .Lint Sale Agreement entered into effective as of April 12, 2006. by Charles M.
Lockhart and wife, Jan S Lockhart, as Owner. and Mesa Water LP, as Purchaser.
(TRACTS 301 & 302)
61. Ten -Year Joint Sale Agreement entered into effective as of October 19. 2005, by
Sherman Smith and .Stephen P. Smith, as Owner, and Mesa Water I P, as Purchaser.
(TRACT 306)
62. Ten -Year .Joint Sale Agreement entered into effective as of September 12. 2005. by
Doyle Smith. as Owner. and Melia Water Ll'. as Purchaser. (TRACT 307)
is
63. Ten -Year Joint Sale Agreement entered into effective as of October 13, 2005, by William
L. Carr, III and Charles D. Carr, as Owner, and Mesa Water LP, as Purchaser. (TRACT
313)
64. Ten -Year Joint Sale Agreement entered into effective as of November 30, 2005, by Mary
Wold, as Owner, and Mesa Water LP, as Purchaser. (TRACT 318)
65. Ten -Year Joint Sale Agreement entered into effective as of November 25, 2005, by Mark
H. Simpson and wife, Rita G. Simpson, as Owner, and Mesa Water LP, as Purchaser.
(TRACT 319)
66. Ten -Year Joint Sale Agreement entered into effective as of December 1, 2005, by Ina Lee
Seuhs, as Owner, and Mesa Water LP, as Purchaser. (TRACT 320)
67. Ten -Year Joint Sale Agreement entered into effective as of December 1, 2005, by James
S. Tolbert, as Owner, and Mesa Water LP, as Purchaser. (TRACT 321)
68. Ten -Year Joint Sale Agreement entered into effective as of September 27, 2005, by
Charles Martin Lockhart, Susan Lockhart Braddock and Sharon L. Seymore a/k/a Sharon
Lockhart, as Owner, and Mesa Water LP, as Purchaser. (TRACT 322)
69. Ten -Year Joint Sale Agreement entered into effective as of July 31, 2007, by Becky Epps
Saltzman, as Owner, and Mesa Water LP, as Purchaser. (TRACT 323)
70. Ten -Year Joint Sale Agreement entered into effective as of November 28, 2005, by
Jonathan C. Siedow, as Trustee of the William O. Stroud Family Irrevocable Trust, dated
effective January 1, 1994, and James A. Stroud, individually, as Owner, and Mesa Water
LP, as Purchaser. (TRACT 324)
71. Ten -Year Joint Sale Agreement entered into effective as of December 14, 2005, by
George G. Tolbert, as Owner, and Mesa Water LP, as Purchaser. (TRACT 325)
72. Ten -Year Joint Sale Agreement entered into effective as of December 15, 2005, by Kara
Ann Peirce McClendon, Kimbra Leigh Peirce a/k/a Kimbra Leigh Peirce Phillips and
Patricia Ann Peirce, Trustee of Kate Elizabeth Peirce Trust under the Last Will of Fannie
Blanche Osborne, dated July 19, 1995, as Owner, and Mesa Water LP, as Purchaser.
(TRACT 326)
73. Ten -Year Joint Sale Agreement entered into effective as of September 30, 2005, by Life
Estate held by Muriel Reid Smith and Remainder owned by Janet Elena Bodin,
Individually and as Trustee of the Trust created for the benefit of the granddaughters of
Muriel Reid Smith; Roseanne Elyse Bodin and Christina Victoria Bodin, as Owner, and
Mesa Water LP, as Purchaser. (TRACT 328)
74. Ten -Year Joint Sale Agreement entered into effective as of December 2, 2005, by
Tommy H. Saltzman a/k/a Thomas Harold Saltzman, an individual, as Owner, and Mesa
Water LP, as Purchaser. (TRACT 329)
75. Ten -Year Joint Sale Agreement entered into effective as of June 23, 2006, by Cal
Ferguson, Rebecca Ferguson and Chisum Family Partnership, Ltd., as Owner, and Mesa
Water LP, as Purchaser. (TRACT 330)
76. Ten -Year Joint Sale Agreement entered into effective as of December 22, 2008, by Ouida
Mae Wilson Harbour and Velrick O. Wilson, as Owner, and Mesa Water LP, as
Purchaser. (TRACT 2014)
77. Ten -Year Joint Sale Agreement entered into effective as of March 26, 2009, by G&J
Ranch, Inc., as Owner, and Mesa Water LP, as Purchaser. (TRACT 2021)
End of Exhibit A
39
630914 I.DOCX - 5344 007
EXHIBIT B
Representations and Warranties
A. Seller's Representations to Buyer
Each of Mesa Water Holding, LP and Mesa Water, LP represents and warrants to Buyer
that the following are true and correct regarding that Seller as of the Effective Date and
will be true and correct as of the Closing Date:
1. Authority. Each of Mesa Water Holding, LP and Mesa Water, LP is a Texas
limited partnership that is duly organized, validly existing, and in good standing under the laws
of the state of Texas, with authority to perform its obligations under this Contract. This Contract
is binding on Seller. This Contract is, and all documents required by this Contract to be executed
and delivered to Buyer at Closing will be, duly authorized, executed, and delivered by Seller.
2. Litigation. There is no litigation pending or threatened against Seller or, to best
of Seller's knowledge and belief, against any owner of the undivided fifty percent (50%)
interests in the Groundwater Rights under the Ten -Year Joint Sale Agreement or the Land
described therein, that might affect the Groundwater Rights, the Land, or Seller's ability to
perform its obligations under this Contract.
3. Violation of Laws. Seller has not received notice of violation of any law,
ordinance, regulation, or requirements affecting the Land, the Groundwater Rights or Seller's use
of the Land or Groundwater.
4. Licenses, Permits, and Approvals. Seller has not received notice that any
license, Permit, or approval necessary to use the Land or the Groundwater Rights in the manner
in which it is currently used will not be renewed on expiration or that any material condition will
be imposed in order to use such Permit or license or obtain its renewal.
5. Condemnation; Zoning; Land Use; Hazardous Materials. Seller has not
received notice of any condemnation, zoning, or land -use proceedings affecting the Land or the
Groundwater Rights, or any inquiries or notices by any governmental authority or third party
with respect to condemnation or the presence of hazardous materials affecting the Land or the
Groundwater.
6. No Other Obligation to Sell or Restriction against Sale. Seller has not obligated
itself to sell all or any portion of the Groundwater Rights to any person other than Buyer. Seller's
performance of this Contract will not cause a breach of any other agreement or obligation to
which Seller is a party or to which it is bound.
7. No Liens. On the Closing Date, the Groundwater Rights to be conveyed under
the Contract will be free and clear of all liens and encumbrances of any nature except: (i) the
00539758;1
6302625 Doc 5344 7
7. No Liens. On the Closing Date, the Groundwater Rights to be conveyed under
the Contract will be free and clear of all liens and encumbrances of any nature except: (i) the
Permitted Exceptions; or (ii) liens against the Land that are expressly made subordinate to the
easement rights and other rights to be conveyed to Buyer at Closing.
8. No Rights of Possession or Use. To the best of Seller's knowledge, and except
as provided in the Sale and Purchase Agreements and the Special Warranty Deeds, with respect
to certain retained rights, there are no persons presently in possession of the Groundwater or
having any rights to possession of the Groundwater or rights, either present or future, to explore
for, use, produce, or withdraw the Groundwater other than Seller and the owners of the fifty
percent (50%) undivided interests subject to the terms of the Ten -Year Joint Sale Agreements.
9. No Adverse Matters. To the best of Seller's knowledge, there is no (a) change
contemplated in any applicable laws, ordinances, or restrictions, including the rules of the
Groundwater Authority; (b) judicial or administrative action threatened or pending against the
Land, the Groundwater, or Seller; (c) action by adjacent landowners pending or threatened
against the Land, the Groundwater, Seller or the owners of the undivided fifty percent (50%)
interest in the groundwater; or (d) natural or artificial condition on the Land or the Groundwater
that would have a material adverse effect on the Land, Groundwater Rights or Buyer's use
thereof, except as follows:
10. Compliance with Laws. Seller has at all times complied in all material respects
with and operated in compliance with all applicable federal, state, and local laws, regulations,
and ordinances regarding the Groundwater Rights, including rules of the Groundwater Authority.
Seller will promptly notify Buyer of any non-compliance notice received by Seller.
11. No Environmental Contamination. Seller has not caused any environmental
contamination of the Land or the Groundwater and has no knowledge of the existence of any
environmental contamination of the Land or the Groundwater.
12. No Other Representations or Warranties. Except as stated in this Contract, or in
the notices, statements, and certificates set forth in Exhibit D or in the Closing Documents,
Seller makes no representations or warranties with respect to the Land and/or the Groundwater
Rights.
B. Buyer's Representations and Warranties to Seller
1. Authority. Buyer is a conservation and reclamation district duly created and
existing under the laws of the state of Texas, and authorized to do all things required of it under
the terms of this Contract. The execution and delivery of this Contract, and the performance of
Buyer's obligations hereunder have been duly authorized by all necessary actions on the part of
Buyer, and this Contract constitutes the legal, valid and binding obligation of Buyer, subject to
the terms and conditions hereto. The person signing this Contract on behalf of Buyer is
authorized to do so.
00539758.1
6302625 Doc 5344.7
EXHIBIT C
Seller's Records
To the extent that Seller has possession or control of the following items pertaining to the
Land or Groundwater, Seller will deliver complete, legible, and accurate copies of each to
Buyer by the deadline stated in Section A.7 of the Contract:
1. All Sale and Purchase Agreements, including all amendments thereto;
2. All deeds, easements and other documents executed in connection with the Sale and
Purchase Agreements, and the closing of the transactions contemplated thereunder;
3. All title insurance policies insuring Seller's title to the Groundwater Rights;
4. Any correspondence or written communications regarding the Groundwater Rights with
governmental entities, surface owners or other persons, which are in the nature of claims,
disputes, or allegations of non-compliance with applicable laws or agreements;
5. All documents evidencing the Groundwater Rights, including the Management Plan and
all relevant Desired Future Conditions (as those terms are defined in Chapter 36 of the
Texas Water Code) of each groundwater conservation district having regulatory
jurisdiction over any of the Groundwater Rights contemplated by this contract;
6. Copies of the Permits;
7. All documents reflecting Seller's hydrogeologic assessment of water bearing formations
relevant to any of the Groundwater Rights contemplated by this Contract, including, but
not limited to, the following:
a. geophysical logs, including any boring logs taken from drilling activities not
resulting in a completed well that serve to define the base and / or the top of
water -bearing formations encountered;
b. groundwater well pumping test results;
c. hydrogeologic interpretations;
d. quantitative assessments of water volume in place;
e. descriptions of historical water levels from information not publicly available;
f. hydrogeologic investigation reports and summaries, including underlying data
obtained during any such investigations; and
g. any additional groundwater well information that provides an indication of the
historical or anticipated future conditions of any water bearing formation relevant
to any of the Groundwater Rights contemplated by the Contract.
00539758.1
630262 5 Doe 5344.7
EXHIBIT D
Notices, Statements, and Certificates
The following notices, statements, and certificates, to the extent applicable, will be
provided to Buyer, and Buyer will acknowledge receipt of the notices, statements, and
certificates in writing upon receipt of the same:
Notice of deed restrictions, described in section 212.155 of the Texas Local Government
Code
Notice of additional tax liability for vacant land that has been subject to a special tax
appraisal method, described in section 5.010 of the Texas Property Code
Notice concerning the sale of property located outside the limits of a municipality that
may now or later be included in the extraterritorial jurisdiction of a municipality and may
now or later be subject to annexation by the municipality, described in section 5.011 of
the Texas Property Code
Seller's disclosure of the location of pipelines under the surface of unimproved property
to be used for residential purposes, described in section 5.013 of the Texas Property Code
Notice for property in a certificated service area of a utility service provider, described in
section 13.257 of the Texas Water Code
Notice concerning the bonded indebtedness of, or rates to be charged by, a utility or other
special district, described in sections 49.452 and 54.016(h)(4)(A) of the Texas Water
Code, with the form of notice to be used being dependent on whether the property is (1)
located in whole or in part within the extraterritorial jurisdiction of one or more home -
rule municipalities but is not located within the corporate boundaries of a municipality,
(2) located in whole or in part within the corporate boundaries of a municipality, or (3)
not located in whole or in part within the corporate boundaries of a municipality or the
extraterritorial jurisdiction of one or more home -rule municipalities
00539758; l
630262 5 Doe 5344.7
EXHIBIT E
Intentionally Deleted
00539758,1
630262 5 Doc 5344 7
EXHIBIT F
List of Permits
005396W 1 OfjiM394,)�
63d3262J.Dw 544 7
EXHIBIT F
List of Permits
TABLE 1. RENEWAL, IPP'S
(MESA 50% OWNERSHIP)
ID#
IPP
NAME(S) OR PERMITTEE(S)
ACRES
1
1G-04-119
Stephen Smith, Mesa Water IT
697
213
2
IG-04-141
Doyle Smith. Mesa Water LP
3
1 IG-04-143
Doyle Smith, Mesa Water LP
320
4
IG-04-144
Doyle Smith, Mesa Water LP
1,760
5
IG-04-145
Doyle Smith, Mesa Water LP
160
6
IG-04-196
Pauline Daugherty, Mesa Water LP
630
7
8
10-04-213
Charles M. Lockhart, Sharon L. Seymore, Susan L. Braddock.
Mesa Water LP
948
320
IG-04-214
_
Charles M. & Jan S. Lockhart, Mesa Water LP _
9
IG-04-255
Janie Gill, David M. Bowes. Mesa Water LP
720
10
11
1G-04-256
Virginia Siler Parkhouse, Mesa Water LP _
Janet Elena Bodin, Christina V. Bodin (Janet l;lena Bodin,
Trustee), Roseanne E. Bodin (Janet Elena Bodin, Trustee),
Muriel R. Smith (Life Estate), Mesa Water LP
320
IG-04-258
490
�
12
IG-04-305
Charles M. Lockhart & Jan S. Lockhart, Mesa Water LP
160
13
IG-04-306
Charles M. Lockhart & Jan S. Lockhart, Mesa Water LP
152
14
IGR-04-120
Sherman Smith, Stephen Smith. Mesa Water LP
160
640
15
IR-04-118
Marvin Daugherty, Mesa Water LP
16
IR-04-121-B
Sherman Smith, Stephen Smith. Mesa Water 1.11
749
17
1R-04-123
Sherman Smith, Stephen Smith. Mesa Water LP
320
18
IR-04-124
Sherman Smith, Stephen Smith, Mesa Water L13
127
19
IR-04-125
Ronnie Gill, Margot Gill Thompson, Michael Gill, Mesa Water
I.P
720
20
IR-04-133
Chad Breeding, Mesa Water LP
120
21
IR-04-140
_
Doyle Smith. Mesa Water LP
2.345
22
IR-04-146
Doyle ,Smith. Mesa Water 1Y
3,683
23
IR-04-179
Janie Gill. Mesa Water LP
960
24
IR-04-194
James H. Roberts, Mesa Water LP
320
25
IR-04-197
Terri Gwen Gill Campbell, Mary Ann Gill Cox. Mesa Water IT
320
390
26
IR-04-202
Cecil Gill, Mesa Water LP
27
IR-04-219
Ronnie (rill, Margot Gill Thompson, Michael Gill. Mesa Water
LP
160
28
29
30
lR-04-220 Ronnie Gill, Mesa Water L l? _ _
IR-04-221 Ronnie Gill, Mesa Water IT
IR-04-213 1 Linda Hollenshead Knox. Mesa Water IT
640
958
w 6401
637099 t DOCX 5344.007
ID#
IPP
NAMES) OR PERMITTEEW
ACRrsS
31
IR-04-236
Linda Hollenshcad Knox, Mesa Water LP
160
32
1R-04-237
Wallace G. Ehmann, Mesa Water LP
240
33
1R-04-241
James David Seitz, Sterling, T. Seitz, Mesa Water LP
392
34
IR-04-246
William O. Stroud Irrevocable Trust, Jonathan Siedow, James A.
Stroud. Mesa Water LP
682
35
IR-04-252
William O. Stroud Irrevocable Trust, Jonathan Siedow, James A.
Stroud, Mesa Water LP
160
36
IR-04-266
Ronald E. Nelson, Mesa Water LP
1,290
37
IR-04-269
Lawrence Ray and Linda Sue See, Mesa Water LP
627
38
IR-04-270
Harold W. and Arny Lucile Taylor. Mesa Water LP
1,978
39
IR-04-271
Harold W. and Arny Lucile Taylor, Mesa Water LP
149
40
IR-04-272
Hw-old W. and Arny Lucile Taylor, Mesa Water LP
500
41
IR-04-273
Vand Family Ltd., Mesa Water LP
2.271
42
IR-04-276
Davida Z. BednarL, Mesa Water LP
350
43
IR-04-286
John J. McMordie Estate, Anna McMordie Henry, Co -Executor;
John J. McMordie Estate, Joni McMordie Middleton. Co -
Executor; Mesa Water, LP
7,961
44
IR-04-287
Hobart McMordie 2 Asset Management Trust, Frank F.
McMordie Jr. family Trust 1%b/o Charles H. McMordie, Drank F.
McMordie Jr. Family Trust f/b/o Frank F. McMordie III. Frank
F. McMordie Jr. Family Trust f/b/o John H. McMordie, Mesa
Water, LP
11.977
45
IG-04-290
Doyle Smith, Mesa Water LP
160
46
IR-04-300
Mary Wold, Mesa Water LP
129
47
IR-04-301
Mark H. Simpson. Mesa Water LP
129
48
IR-04-302
Ina Seuhs, Mesa Water LP
129
49
IR-04-303
.lames S. Tolbert, Mesa Water LP
129
50
IG-04-304
Shennan Smith, Stephen Smith, Mesa Water LP
320
51
IR-05-284
William L. Can-, III, Charles D. Carr, Mesa Water LP
320
52
IR-05-309
Janet Elena Bodin, Christina V. Bodin (.Janet Elena Bodin,
Trustee). Roseanne E. Bodin (Janet Elena Bodin, Trustee). Mesa
Water LP
480
53
IR-05-310
Tommy H. Saltzman, Mesa Water LP
426
54
IR-05-311
Becky Epps Saltzman, Mesa Water LP
327
55
IR-05-312
Herchel Ronald Gill. Mesa Water LP
640
56
IR-05-313
Herchel Ronald Gill. Mesa Water LP
640
57
IR-05-314
Margot Gill Thompson. Mesa Water LP
640
58
IR-05-315
Michael Gill, Mesa Water I.1'
640
59
IR-05-316
Cal Ferguson, Chisum Family Ptnr. Ltd., Mesa Water LP
582
60
IR-05-317
Sherman Smith. Stephen Smith. Mesa Water LP
320
61
IR-05-318
David Lee Whitson. Mesa Water LP
321
62
IR-05-319
David Lee Whitson. Mesa Water LP
9U
63
IR-05-320
Katy L. Wilde.Jenny L. Sullivan, Mary W. Kneisle . Mesa
619
617099 I.DOCK 5344 W7
ID#
IPP
NANIE(S) OR PERNIITTEE(S)
ACRES
Water LP
64
IR-05-321
Katy L. Wilde, Jenny L. Sullivan, Mary W. Kncislcy, Mesa
Water LP
1,220
65
IR-05-322
Katy L. Wilde. Jenny L. Sullivan, Mary W. Kneisley, Mesa
Water LP
321
66
1R-05-323
Robin L. Kelley, Mesa Water LI'
239
67
IR-05-324
Timothy Aaron Johnson, Mesa Water LP
320
68
IR-05-325
Kara Ann Peirce McClendon, Kimbra Leigh Peirce, Melia Water
LP, Kate Elizabeth Peirce Trust
129
69
IR-05-326
George Tolbert, Mesa Water LP
129
70
IR-05-328
I-Aird Ranch, LTD, Mesa Water LP
539
71
IR-05-329
Bill J. Tolbert, Mesa Water I_I'
127
72
IR-04-274-B
Dee M. Vanderbur g, Mesa Water LP
259
73
IR-04-274-A
Dee M. Vanderburg, Mesa Water LP
640
74
IR-04-121-A
Sherman Smith. Stephen Smith. Mesa Water LP
567
Total 60,389 acres
TABLE 2. RENEWAL IPP'S
(MESA 100% OWNERSHIP)
ID#
IPP
ACRES
75
ICGR-07-336
27,324
76
IG-04-253
1,200
77
IG-04-254
349
78
IR-04-148
320
79
IR-04-175
160
80
IR-04-215
10,727
81
IR-04-224
1,440
82
IR-04-230
80
83
IR-04-231
1,040
84
IR-04-238
790
85
IR-04-248
640
86
IR-04-263-A
582
87
IR-04-264
320
88
IR-04-265
640
89
IR-07-335
33.921
Total 79,533 acres
637099 1 DOCX 5344.007
TABLE 3. NEW IPP
(MESA 100% OWNERSHIP)
ID#
IPP
ACRES
90
IPP Request A
524
91
IPP Request B
684
92
IPP Request C
156
93
IPP Request E
640
94
IPP Request F
960
95
IPP Request G
27
96
IPP Request H
80
97
IPP Request I
2,925
98
IPP Request K
1,689
99
IPP Request L
414
100
IPP Request D
660
101
IPP Request J
114
Total 8,873 acres
End of Exhibit F
637099 I.DOCX - 5344.007
EXHIBIT G
Intentionally Deleted
iv 05AS
EXHIBIT H
Legal description of Pickens' Ranch or Mesa Ranch; ITo be provided after execution of thiti
Contract by the Partiesl
Man of Area Subiect to Buffer Zone
518 4 1
114
I i -
Mesa Vista Ranch 15 Mile Inside Buffer Groundwater Rights 1 ?I--
' Mesa Vista Ranch 15 Mile Outside Buffer Mesa
i
nou3"a
Mesa Vsta Ranch CRMWA I-T
IT _ T 77,
BlK A II 4 CIA QNII
CF W
�� t+soNRR trl,x °'
as
mx$
4 A
e 61 at
c�aARaR
a
A Ban a]
to
1 0 05 1
Miles
EXHIBIT I
May of Area Subject to Pickens' Option
Mesa vista Ranch Groundwater Rights I c - — ,;
Sellers Option Property Mesa-
4(R7MCSH
+i N ON •w0 tlFlGT
CRMWti
1i.1CC tt tur+ ( uL. Cr ":t) omn<are WLaoho
,t9 3`j- >+I u
I
I fNxA
i —
!F
M OF*
4r ,
�an�w ��an a c nn
tti� tiaaNRR+I. T a
��••�� 011t F `I E�OD
ja MFM
L P Cr yr We ,N
KKK
a�lt
QQ A
aaa,sar+ a
r • v a
G�RRRRR _ _
sr iab 3'+ . C3K C
cam I ss IN w{�{ K,,.0
7 i � — M. ♦1 4 +r � ti
•• �. 0 0.5 1
No BA �' Miles
EXHIBIT J
Groundwater Riphts Subiect to the Pickens' Option; Option Escrow Aereement
[To be Provided Prior to the Expiration of the Inspection Period]
00519690;1 00538940,1
6302G"3_S Doc 5344 7
EXHIBIT K
Map of approximate location of the Land
CdlS t969t1: I G��.ax9.t0,
630:62_5d,c 51447
d'01
C)Illo��
o�
I
EXHIBIT L
Legal Descrintion of Morrison Ranch
[To be Provided Prior to Expiration of the Inspection Period]
51 ,y0 I Oi lh a
[ , 11 4
EXHIBIT M
Buffer Zone Agreement
[To be Provided Prior to the Expiration of the Inspection Period]
00539690:1 005z8940:1
610262 S Diw a144.7
EXHIBIT N
Non-Comuetition Agreement
[To be Provided Prior to the Expiration of the Inspection Period]
r,{ ii ' OQS%S9a0,1
6302025.Doc 5344.7
EXHIBIT O
Boone Pickens Guaranty
[To be Provided Prier to lApiration of Inspection Periods
00539758 1 00539940.1
00524879.2 630262_5.Doc 53443
EXHIBIT P
Right of First Refusal
as to Groundwater Rights not Purchased at Closing
]To be Provided Prior to Inspection Pedod]
0053.9758,1
00524879:2 630262_5.13os 5144 7