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Home My WebLink AboutO 022 ) -) Image Project Order File Cover Page XHVZE This page identifies those items that were not scanned during the initial production scanning phase. They are available in the original file, may be scanned during a special rescan activity or are viewable by direct inspection of the file. [) 0 ~2- Order File Identifier Production Scanning Stage 1 Page Count from Scanned File: 73 (Count does inClud~ver sheet) Page Count Matches Number in Scanning Preparation: V YES Ç'Maria ) Date: ¡ /13/00 Stage 1 If NO in stage 1 page(s) discrepancies were found: Organizing (done) 1III111111111111111 D Two-sided RESCAN DIGITAL DATA D Color Items: D Greyscale Items: D Diskettes, No. D Other, No/Type: D Poor Quality Originals: o Other: NOTES: Date: I ¡ Iz( ob J 7, Date: I J 6,. D~ BY: C Maria:) Project Proofing BY: ç Maria ") Scanning Preparation BY: C Maria) x 30 = + Date: 'I t 3/ êJ~ BY: BY: Maria Date: Scanning is complete at this point unless rescanning is required. ReScanned BY: Maria Date: Comments about this file: o Rescan Needed 1111111111111111111 OVERSIZED (Scannable) o Maps: D Other Items Scannable by a Large Scanner OVERSIZED (Non-Scannable) o Logs of various kinds: o Other:: VV\P 1111111111111111111 J/V1f /s/ /s/ = TOTAL PAGES / d-- (Count does not include cover sleet) rr· .~ /s/ , 1111111111111111111 NO YVf~) /s/ YES NO /s/ 111111111111111111I 1 111111 /s/ Quality Checked 1111111111111111111 10/6/2005 Orders File Cover Page.doc 1) September 3, 2002 Farming in 2) October 29, 2002 3) December 2, 2002 4) December 3,2002 5) December 2002 . . INDEX OTHER ORDER NO. 22 Jack Hakkila vs Exxon Mobil 3AN-99-9114 CI File Incomplete Ltr from Bp Exploration (Alaska), Inc. to Jack Hakkila re: Ltr to operators from Mr. Hakkila re: Unitization of ADL 34623 Ted Stepovich's Entry of Appearance and Complaint Ted Stepovich's Entry of Appearance, TRO and Exhibits State of Alaska's Opposition to Motion for Temporary Restraining Order INDEX OTHER ORDER NO. 22 Description .-..... W"'__" Jack Hakkì1a and Arctic Basin Industries vs Exxon Corporation Motion for TRO DENIED on record 12/20/02 by Judge Mark Rindner. .__....._..._..~........._-- ..-...---.-.-.--.. Order HyperIink Fields & Pools Operator __WNW Order Type J Other RolIFrame Current? Cmmt .._~-¥..-._._- Order No 1022 Order Approval No 1000 Dt. Issue: 12/20/2002 Legacy Area r Order Am Filter by Pool Clear I 1IØI!!!i~!tii:[!'.:d.!'!E':¡:~;,· ~~....... Filter by Fiel ·-·-·IIII¡¡¡:i:f~<..ì"r'·:"';'!;~· ...,~'i¡;o1~òI""'<'~ ----.----.-- . I Conservation Orders ~~.f':'~"'::-'T<;'-V~'II"'·r·;¡'¡\$~'."¡~!'<,/'~":m1il ·",,:'i?~'~,'(g::J:s.r.!~·~r.:S:.' ¡:;~r...!, "..>" - .-...__. . '~.,:~ Date Record last Filter .:~;',~;·,;:'~·'·:';Mt.;<l.''''''!.:·,,:'¡·~'''''n.'':'II''f Modified OTHER 22 . . DL~~ ~ [y FILE ORIGI~AL FILE ~ISSI~ G . e #5 ) ) "'''''''''SUPERIOR COURT FOR THE STATE OF ALASKA ....,"'",..",''' I, i THIR1)~\mDICIAL DISTRICT OF ANCHORAGE II ' JACKO. HAKKILA, and) ) ARCTl(>~ASIN INDU~:rRIES, ~ Plàintiff, ~ v. ) EXXON CORPORATION, et al., Defendant. Case No. 3AN-99-9114 CI STATE OF ALASKA'S OPPOSITION TO MOTION FOR TEMPORARY RESTRAINING ORDER The State of Alaska Oil and Gas Conservation Commission (AOGCC) and the Department of Natural Resources (DNR) oppose Hakkila's Motion for a Temporary Restraining Order and Preliminary Injunction to prevent DNR from terminating lease ADL 34563. Hakkila's Motion has at least four fatal flaws: I) It is moot because lease ADL 34563 terminated on December 8, 2002; 2) this case was dismissed on November 8, 2002 for lack of prosecution; 3) Hakkila, by his own admission, has never served the AOGCC or DNR with a complaint in this case; 4) it challenges a decision regarding a State oil and gas lease that should be brought as an administrative appeal. BACKGROUND Hakkila requests that the court prevent DNR from tenninating State oil and gas lease ADL 346232. Although Hakkila weaves a story of business dealings with STATE OF ALASKA'S OPPOSITION - 1 - ) ) almost Byzantine complexity, the facts surrounding leases ADL 346232 are relatively simple. The lease was issued in 1967 to T. Miklautch. Exhibit 1. It had a primary term of 10 years from issuance. The "primary term" of a State oil and gas lease is maximum period of time in which a leaseholder may hold a lease if there is no production or commitment to a unit. Exhibit I at paragraph 4. However, because the State did not yet have title to the land from the federal government when the lease was issued, the lease was conditional. Exhibit 1 at paragraph 39 and at page 7. The lease became effective, and the primary term began to run, when the State received patent to the lands covered by the lease on December 8, 1992. Thus the primary term of the lease was set to expire on December 8,2002. Exhibit 2. Between issuance and tennination the lease went through a number of owners. Miklautch assigned it to the General American Oil Company (Exhibit 3), which then assigned it to the Humble Oil Company (Exhibit 4), which merged with the Exxon Corporation (Exhibit 5). By the time of the December 8, 2002 end of the primary term, none of the conditions for lease extension existed. The lease was not part of a unit, nor was there production or drilling on it. Thus, the primary term expired and DNR sent notification to the lessee of record, Exxon. Exhibit 6. STATE OF ALASKA'S OPPOSITION - 2 "" ) ) 1. Hakkila's Motion is moot. The normal course of events have rendered Hakkila's Motion moot. Clearly this was not an unforeseen event, nor one which should be subject to extraordinary injunctive relief. Any party examining the lease would realize that it would expire on December 8, 2002 unless committed to a unit or with drilling or production commenced. These actions do not occur overnight. They are usually preceded by months, if not years, of negotiations and permitting. Alaska courts refrain from "deciding questions where events have rendered the legal issues moot."¡ Hakkila requests a ruling that DNR should be enjoined from terminating the lease. That termination has already occurred however, under the terms of the lease itself. Hakkila can now avail himself of whatever administrative remedies may be available him to contest whether the termination was proper. 2. There is no active case before the court. The court should deny Hakkila's Motion because the underlying case was dismissed on November 8, 2002 for lack of prosecution. If there is no active underlying case, the reason for denying the current Motion is self-evident. Apparently Hakkila has moved for reinstatement of the case. The State was not served with that motion and only carne upon it while reviewing the court's file. Kodiak Seafood Processors Association v. Comm., Dep't of Fish and Game, 900 P .2d 1191, 1195 (Alaska 1995) citing Brandon v. Dep't of Corrections, 865 P.2d 87,92 n.6 (Alaska 1993). STATE OF ALASKA'S OPPOSITION - 3 - ) ) Thus this Opposition, written on shortened notice, does not address the Motìon for Reinstatement in any detail. However, Hakkila appears to have done nothing to prosecute the underlying case, including taking the initial step of serving the defendants. Moreover, as discussed in section 4 below, if Hakkila has a remedy with respect to DNR's lease termination, it appears to be administrative. And, insofar as Hakkila complains about a "wrongful decision" by the AOGCC in 1993, the administrative appeal period has run long ago. Hakkila's Memorandum in Support of TRO at page 4. 3. The Motion should be dismissed because the State has never been a party to this case and the court therefore has no jurisdiction over DNR's action terminating the lease. Jurisdiction over a defendant requires service of a complaint. 2 The State has never been served or made a party to the underlying case.3 It has no record of service in this matter. Indeed, Hakkila himself, through his counsel's affidavit, states that "it is counsel's understanding that the complaint in this matter has not been served on the defendants.,,4 2 3 AS 09.050.010 Service on the State must be made under Alaska Rule of Civil Procedure 4 (d) (7). 4 December 2, 2002 Affidavit of Ted Stepovich, paragraph 3. STATE OF ALASKA'S OPPOSITION -4- ) ) Nor has the State voluntarily appeared in the action.s The State's appearance at the December 20, 2002 hearing is at the direction of the court and the State files this opposition specifically to assert insufficiency of process and resulting lack of jurisdiction under Alaska Rule of Civil Procedure 12(b). Because there has been no service of process and because this court therefore lacks jurisdiction over DNR in this matter, Hakkila's Motion should be denied. 4. An action challenging termination of the lease must be brought as an administrative appeal. Hakkila challenges an administrative action by DNR tenninating the lease. Oil and Gas lessees (and Hakkila appears to claim an interest in the lease) "which have grievances with the State must pursue the administrative procedures provided by 11 AAC 02.010, et seq.,,6 Under DNR's administrative procedures, eligible persons must "first either appeal or request reconsideration of a decision in accordance with [chapter 11 AAC. 02] before appealing a decision to the superior court.,,7 To the extent Hakkila may be an eligible party to appeal lease termination and to the extent that lease termination may be subject to appeal, he should properly avail himself of the procedures in DNR's appeal regulations and the Alaska Rules of Appellate Procedure. 5 "The voluntary appearance of the defendant is equivalent to personal service of a copy of the summons and complaint upon the defendant." AS 09.050010 6 Danco Exploration, Inc. v. Dep 't of Natural Resources, 924 P.2d 432 (Alaska 1996). STATE OF ALASKA'S OPPOSITION - 5 - ) ) CONCLUSION Hakkila appears to be attempting to circumvent the rules of procedure by submitting a moot motion on a dead case to parties who were never even served in the underlying . action. The result is a procedural quagmire, highly prejudicial to parties that have never before participated. Moreover, it is difficult to see the need for the extraordinarily quick relief that Hakkila requests in light of the fact that the lease was issued in 1967 and the primary term started running in 1992. The day the lease would be terminated for failure to meet the conditions for extension was known for ten years. For these reasons the court should deny Hakkila's Motion.· DATED this day of December, 2002, at Anchorage, Alaska. GREGG D. RENKES ATTORNEY GENERAL By: Lawrence Z. Ostrovsky Assistant Attorney. General Alaska Bar No. 8309094 Leonard H. Herzog Assistant Attorney General Alaska Bar No. 8512218 This is to certify that on this date, a copy of the foregoing is being hand delivered! mailed to: Ted Stepovich, Esq. Stepovich,·Kennelly & Stepovich, PC 626 K Street Anchorage, AK 99501 Chris Breton, ALS Date 7 11 AAC 02.020(a). STATE OF ALASKA'S OPPOSITION - 6- ) ) STATE OF ALASKA'S OPPOSITION - 7 - #4 cJ ø.: =: 8 M :> ~1t) o 0 ("')0\ I Øot 1.1) . ~ O\d'I E-4 0\1'0 C1l'i)~('It ~ Q> ~ .. ~l::~~ ~CIl<r.c ~~ ,,~ Z\OQ>IO ZN ~~ ~\OJ.tO\ o · ,.=0\ " C) to- ::t: = ~ u <.. ~ ..c: :> Øot o Øot ~ E-4 CIJ Ii ¡/ \ Ii d II I IN THE MATTER OF: I' ¡JACK O. HAKKI LA and ARCTIC BASIN INDUSTRIES I I ¡ I ) ) IN 'I'HE SUPERIOR COURT FOR THE STATE OF ALASKA THIRD JUDICIAL DISTRICT AT ANCHORAGE Plaintiff, vs. GENERAL AMERICAN OIL CO, 'I OF TEXAS et, al . ¡ ; ¡ I I I Defendants. Case No. 3AN-99-9114 CI. CERTIFICATE OF SERVICE I, Tina M. Harris, being employed with the law office of STEPOVICH, KENNELLY & STEPOVICH, P.C., hereby certify that a true and exact copy of MOTION FOR TEMPORARY RESTRAINING AND FOR PRELIMINARY INJUNCTION, MEMO WITH EXHIBITS has been sent via Courier to: I j I' State Of Alaska Alaska Oil And Gas Conservation 333 West 7th Ave, Suite 100 Anchorage, Alaska 99501 Commission State of Alaska Oil And Gas Division 550 W 7th Ave Directors Office, Suite 800 Anchorage, Alaska 995401 DATED this 3rd day of December, 2002. STEPOVICH, KENNELLY & STEPOVICH, P.C. 626 K Street Anchorage, Alaska 99501 Ph: (907) 279-9352 REC.E IVE D DEe 0 3 2002· Alaska Oil,& Gas Cnns. CommlsslOT1 ! ! Anchorage II ! I By: jo' . ~ lÆ It~ é\(VL~ Tl;ia"" M. HarrlS d ø.: =: 8 Ct) :> ~II) o o~ ø.c II) I ~ 0\0\ ~~O\to- ton, G,) cd ('It ~ G,)~" > b ~ ~ i-:loo<~ ~~ ,,('It z\OG,)1I) z('lt ~Ct) ~\O"'O\ o I .l::0\ " C) to- =: ~ ('It CJ <.. Þ-I ..s::: :> ø.. o ø.c ~ ~ en. ) ) IN THE SUPERIOR COURT FOR THE STATE OF ALASKA AT ANCHORAGE In the Matter of: ) Jack O. Hakkila and ) Arctic Basin Industries ) ) Plaintiffs ) vs. ) ) General American Oil Company ) Of Texas et al.; ) ) Defendants ) MOTION FOR TEMPORARY RESTRAINING AND FOR PRELIMINARY INJUNCTION Case Number: 3 AN-99-9114CI Plaintiffs, by and through counsel, hereby move the court for immediate entry of a Temporary Restraining Order and for a hearing to determine whether the TRO should be converted to a preliminary injunction which enjoins the State of Alaska Division of Oil and Gas and all other defendants, their agents and their successors from terminating lease ADL 34623 or in the alternative, suspending the term of the lease until the principal action in Jack O. Hakkila and Arctic Basin Industries v. General American Oil Company et ai, Case Number 3 AN-99-9144CI can be heard. This motion is filed pursuant to Rule 65 of the Alaska Rules of Civil Procedure, is supported by the Complaint filed by the plaintiffs, the affidayits filed herewith, and the memorandum of pOin~S.:luthOrities filed herewith. DATED, thl~ day of December, 2002. Ted Stepovich Stepovich, Kennelly & Stepovich, P.C. 626 K Street AnChOr~ge~Ï<ã-9J50..1. (9071.,279-99~2 ;;fL_ If . /'j' ~ 7 --'" ~/.'./. /J/",'/' / I !1l /ytr' J /Å.~ .. \ / l ~~ // -z:. :' ,. Ted Stepovich . ABA No. 8711113 d ø.: ::= ~ (f) > ~It) o o~ ø.c II) I ~ 0\0\ £-4 O\t- C/J 't). Cd ~ ~ cu~.. ~ b ~ ~ ~C/J<f;c rà t:d .. ~ 2;\OCUI.f) 2; N ~ (f) ~\Ot04O\ :::s::: 0 I .. '5 ~ :1 ::= = ~ . U -<.. ¡ Þ-I ..cI 11 ~ ~ II ø.. . ~ £-4 C/J I I' I I I ) ) ,¡. IN THE SUPERIOR COURT FOR THE STATE OF ALASKA AT ANCHORAGE ) ) ) ) ) ) ) General American Oil Company) II of Texas et at ! In the Matter oC: Jack o. Hakkila and Arctic Basin Industries Plain tifTs MEMORANDUM IN SUPPORT OF TEMPORARY RESTRAINING AND PRELIMINARY INJUNCTION ¡ vs. I Case No.: 3 AN -99-9114 CI Defendants When the court is considering a request for a Temporary Restraining , Order and Preliminary Injunction, four factors are considered. A.D. Smith Corp. v. i F.T.C., 530 F.2d 515 (3rd Cir. 1976). Those are: II 1) whether the moving party has shown that it is likely to prevail on the merits, 2) whether the movant has demonstrated that he would be irreparably hanned if the preliminary injunction is denied, 3) whether the grant of the injunction would harm other interested parties to a greater extent than it would benefit movant, and 4) whether the pub,lic interest would be seIVed. When irreparable injury is apparent the need to show probable success on the merits becomes a less stringent standard and the Court applies a balancing approach. Amall?:amated Tran. U. v. Sunline Tran. Al?:cy. 663 F.Supp. 1560, 1564 (D.C. Cal. 1987); See also Brenda v. Grand Lodl?:e, 584 F.2d 308 (9th Cir. 1978); cert dismissed, 441 U.S. 937, 99 S.Ct. 2065, 60 L.Ed.2d 667 (1979); and William lnl?:lis & Sons Bakinl?: Co. v. lIT Continental Bakinl?: Co., 556 F.2d 86, 88 (9th Cir. 1975). If balancing the hardships shows the scales tip heavily toward plaintiffs, in 1 ü ø.: == 8 ~ þ ,"""I/) o o~ ø.c II) I r.l 0\0\ E-t O\to- CIJ'iJ~('¡ ~ ~ ~ Þa I >c ~ ~ cd ~CfJ<~ rj ~ ...('¡ 'I' ~\OG,)I/) ~ N ~~ ~ \0 ] â I .. CJ to- I == I=: C't Ü <.. ..... ..s::I Þ ø.c o ø.c r.l E-t CIJ " ) that plaintiffs will be irreparably harmed, a s~owing of likelihood of success on the merits is less important a burden for the potentially injured party. Brenda, at 315 See also Oakland Tribune, Inc. v. Chronicle Publishin~ Co., 762 F.2d 1374 (9th Cir. 1985). Plaintiffs seek a restraining order and preliminary injunction with respect to the above captioned litigation. The State of Alaska Division of Oil and Gas and the Alaska Oil and Gas ConseIVation Commission are named as defendants in this action and the purpose of this motion is to prevent the termination or the lapse of lease ADL 34623 on December 8, 2002. It is submitted that a temporary injunction is required to preseIVe the rights of the plaintiffs prior to the hearing of the principal action, to prevent prejudice to the proper determination of the interests of the plaintiffs, to prevent any further acts which will deter any possibility of pursuing exploration and production activities with a view to extending the term of the lease and to prevent any other activities which will unduly complicate matters by introducing additional third party interests in the event that the lease is sold to a third party. As the court is aware the legal elements for both restraining orders and preliminaty injunctions are a probable right to recovery, imminent irreparable harm and no adequate remedy at law. Fasken v. Darby, 134 0 & GR 302; See State v. Norene, 457 P.2d 926, 930-931 (Alaska 1969). It is submitted that the elements of a temporary injunction are met in the particulars of this motion. The rights of Cliff Burglin and Thomas Miklautsch are clearly established prima facie in the documentary evidence and by the conduct of the parties in addition to the numerous breaches of fiduciary obligation owed to these parties with the result that there is a probable right to recovery. Imminent irreparable harm will occur if the 2 C) ~ = 8 ~ 1 Þ ....ell) o O~ Øo4 II) I ~ 0\0\ E-t 0\1'0 (/Jt~N &3~.;j ~ > .... ~ èd :j~<~ ~~ "N Z\C4)1J) Z N ~C? rJ\C...O\ o I .s::0\ .. u 1'0 = s:: C't U <.. ..... .s::: Þ Øo4 o Øo4 ~ E-t (/J ) .I . leases are permitted to terminate and are subsequently leased to another party as any potential right to exploration and recovery will be lost and there is no adequate remedy at law to prevent the loss of rights upon termination of the lease described as ADL 34623. Where there is a bona fide dispute regarding title to an oil and gas lease and any rights arising under it, issuance of a temporary injunction to maintain the status quo pending trial of the principal case is proper. Littleiohn v. Finder, 15 0 & OR 72 (Texas Ct. App., 1961); and Morse v. Earnest, Inc., 54 0 & GR 323 (Okla. Sup. Ct., 1976). A temporary injunction is required in the case at bar to prevent the termination or lapse of lease ADL 34623 and to preserve the status quo and the rights of the plaintiffs, which rights will be prejudiced by the termination or lapse of the lease and by any possible re-sale of the lease interests to a new third party lessee. The term of a lease may be suspended from the time that the lease's validity is brought into question by a landowner until the date when the trial court rules on the principal action. Where the primary term of an oil and gas lease is due to expire prior to the court's final decision, the term of the lease may be suspended until the final decision is rendered and then thereafter extended for a period equal to the period durin~ which the lease term was suspended. Pennin~on v. Colonial Pipeline Company, 32 0 & GR 1 (U.S. Ct. App, Fifth Circuit 1968) (emphasis added). It is further submitted that reasonable time should be permitted to comply with such lease terms and what is reasonable time depends upon the circumstances. Jones et al v. Moore et al., 10 0 & OR 963 (Okla. Sup. Ct. 1959). The title to lease ADL 34623 has been brought into question in the present case and it can be presumed that without the benefit of a temporary injunction being ordered to restrain the State of Alaska Division of Oil and Gas and the Alaska 3 d ø; := ~ Ct:) > ....11) o o~ ø.c II) I f;¡;1 0\0\ ~ 0\1'-0 (J)~~~ c8 Q,) J¡: .. ~.t:J ~ ~ :j~<~ f;¡;1'" ... ~ :2:\04)11) ~ ('It ~(I') ~\O...O\ o I ..=0\ ... (J...... := I:: ~ C,) <.. ÞOOOI ..= > ø.c o ø.. f;¡;1 f-¡ (J) ) ) Oil and Gas Conservation Commission from tenninating lease ADL 34623 or an order be issued to suspend the term to prevent it's lapse, lease ADL 34623 will be suspended prior to the hearing of the principal action. Where, as here, there is a probable right to recover either all or at least part of the title in question, plus substantial damages through lapse of the lease tenn, then a temporary injunction may be issued. . Garcia v. Sun Oil Company, 7 0 & GR 1256 (Texas Ct. of Civ. App., 1957) . The present litigation has been commenced respecting proper title to lease ADL 34623. The present case was filed in 1999 and has further cast the proper ownership and title to lease ADL 34623 into doubt. The litigation has been flied as plaintiffs have been frustrated· in their attempts to pursue exploration . and production of oil and gas on lease ADL 34623. In turn the litigation frustrates their attempt to explore and produce. If a lessee is prevented by litigation from commencing operations within the time stipulated in the. lease, he is· entitled to an extension for the time of such hindrance if he is successful in the suit, Greer v. Carter Oil Co., 25 N.E. 2d 805 (Illinois Sup. Ct. 1940). I 11 ¡ I , i j I I I j I I r It is further submitted that the wrongful decision in October, 1993 by the Alaska Oil and Gas Conservation Commission to exclude lease ADL 34623 from the Point McIntyre Participation Area of the Prudhoe Bay Unit prevented the plaintiffs from pursuing their interest in exploring and producing oil and natural gas on lease ADL 34623. Where a lessee's failure to produce or to commence or continue drilling operations during the primary term is due to the wrongful interference by the lessor, the lessee's failure may be excused and the lease time period extended. Jones et al v. Moore et al., 100 & GR 963 (Okla. Sup. Ct. 1959). It is the plaintiffs' i position that the wrongful decision by the Alaska Oil and Gas Conservation 4 d . ! injunction is necessary in order to preserve the status quo until the hearing of the ø.c I == 'I 8 Ci) principal action and to ensure that the rights of the plaintiffs' are not further =:> .-4 II) 11 o 0 ~ prejudiced. ø.c IJ') I riI 0\0\ E-t O\to- ,en ~ C';S N I ~ q) ~ .. >cb:~ ~en<~ ~~ "N Z\04)1I) Z N ~ Ci) ~\OIo4O\ o I .J::O\ .. (J to- =: s:: N C,) <.. ooooof .= :> ø.c o ø.c riI E-t rJl ) Commission to exclude lease ADL 34623 from the operation of the Point McIntyre Participation Area in the Prudhoe Bay Unit constitutes such interference. Reasonable time should be permitted for a lessee to comply with such lease terms and what is reasonable time depends upon the circumstances. Id. Because of it's exclusion from of the Point McIntyre Participation Area in the Prudhoe Bay Unit wells on adjacent lands which are part of the unit are draining any potential reserves which may be recovered from lease ADL 34623. A temporary A temporary injunction may be issued to prevent irreparable harm such as where other wells on adjoining lands are draining the lands in question. Simkins v. Maras, 9 07GR 182 (Illin. App. Ct., 3rd Dist., 1958). It has also been i ¡ II held that a temporary injunction is an appropriate remedy for a lessee out of possession. Petroleum EnJ6neers Producin~ Corp. v. White, 12 0 & GR 100 (Okla. Sup. St., 1960). In the principal case, the interests of the plaintiffs have been denied and as such, they are in effect, lessee's out of possession of their interests. ¡ ! Based on the foregoing it is respectfully requested that his court issue a tern porary restraining order barring the State of Alaska, Division of Oil and Gas and/or the Alaska Oil and Gas Conservation Commission from terminating lease number ADL 34623 on or after December 8, 2002. Additionally, plaintiffs are requesting that a hearing be held and that a preliminary injunction be issued barring the State of Alaska, Division of Oil and Gas and/or the Alaska Oil and Gas Conservation Commission from terminating lease number ADL 34623 on or after December 8, 2002 or, in the alternative, an order suspending the tenn of the lease until resolution of the principal action on the grounds that the said termination will 5 d ø.: ~ ~ II ;> ,...¡ II) .I o o~ Ø-t II) I ~ 0\0\ ~ 0\1'-- (/}~~N ~ G> J.¡: .. I ~ b ~ = I ~CIJ<~ ~ ~ ...N I ~\O ~II) ¡ ~ N ~~ ~\O~~ " ~ ~ Ii == = N I () <.. Þ-I ,.c ;> Ø-t o ~ ¡' (/) ) ) prejudice the proper determination of the interests of Jack O. Hakkila and Clifford Burglin in lease ADL 34623 and will prevent any possibility of pursuing exploration and production activities with a view to extending the term of the lease and will unduly complicate matters by introducing additional third party interests in the event that the lease is so~1 to another third party. ->""J I"'tJ Dated this ~ day of December, 2002 Ted Stepovich Stepovich, Kennelly & Stepovich, P.C. 626 K Street Anchorage, Alaska 99501 (907) 279-9352'-'^·..·"'-~-,·,··_·..·· .' 7;7 ¡, ."r / I 8: ¡;/ fI /~.'¿-;-~ y:hr, - J;to 1 Ted Stepovich ABA No. 8711113 6 1/0 t J . :.) .~ d ~ == ~ (t.) :> po4U) o o~ ø.c II) I ~ 0\0\ E-i O\t-- ClJtctSC'J ~ ~ ~ ~ þot ~ ctS èù ~Cfl<~ rj~ ..C'J Z\CQ.)II) ZN ~(t.) r.l\CS~ :::s::: .s:=0\ .. () t-- == d N CJ <.. 5= f o ø.c ~ E-i CIJ IN THE SUPERIOR COURT FOR THE STATE OF ALASKA AT ANCHORAGE ) ) ) ) ) ) ) General American Oil Company) of Texas et a1 ) ) ) In the Matter of: Jack o. Hakkila and Arctic Basin Industries Plaintiffs vs. Case No.: 3 AN -99-9114 CI Defendants AFFIDAVIT STATE OF ALASKA ) ) SSe ) THIRD JUDICIAL DISTRICT TED STEPOVICH, being duly sworn upon his oath, deposes and states as follows: 1. I have just entered appearance as counsel for plaintiffs in the above- entitled matter. 2. I make this affidavit is support of plaintiffs' Motion for Temporary Restraining Order and Preliminary Injunction. 3. The matter havihg been flied pro se and the court having granted pro se plaintiffs' leave to obtain counsel, it is counsel's understanding that the complaint in this matter has not been served on the defendants. 4. Notwithstanding the lack of service as to the complaint, plaintiffs' file for a Temporary Restraining Order and Preliminary Injunction. Counsel has had no communication with those parties, as to the present motion, due to the fact that there -1- I w I . d ~ = ~ (t) :> ~I/) o o~ ø.c II) I ~ 0\0\ ~.....O\t-- V~ CU (Ç$ N ~ CU ~ .. > ~ ~ ~ ~([J<~ ~~ "N Z\OCI)I/) 2:; N : (t) ~\O~O\ o I ..c:::0\ .. (,) 1"- := s:= N t) <.. .... ..= :> Ø,¡ o Q.. ~ f-4 ([J ) ) has been no service on those defendants. A copy of the motion is to be served forthwith on the State of Alaska, Division of Oil and Gas and the Alaska Oil and Gas Conservation Commission. 5. Notice is not necessary in the present situation based upon the case law and legal precedent as set forth in the underlying memorandum in support of the Motion for Temporary Restraining Order and Preliminary Injunction. The sole purpose of the underlying motion in the present case is to preserve the status quo until the Î ! present case is heard on its merits. " () ----.-..., DATED this Z/'ð.ay of December., 200?,.,~/.lJt'-~···-'·- . Ilr /~' I .~"._'_.."..''! IÁ .-" '\ ~' ,,;' l/ .þ. /I I ~ l Ted Stepovic ABA No. 8711113 SUBSCRIBED AND SWORN to before me this ~ay of I ... /.....~ ~~JrV) , 2002. r;;l:d;/.... ..':) . r\..! 1~).7 . '~Q.Q.kUQ.. 1)¿. U~tÁ.. -'" t . Pu blic for the State of Alaska My Commission expires: .'1 ( \)-1 ol.c -2- ) ) GENERAL AFFIDAVIT FORM # US-00407 IN THE SUPERIOR COURT FOR THE STATE OF ALASKA AT ANCHORAGE' In the Matter of: ) ) ) Jack O. Hakkila and ) ) Arctic Basin Industries ) ) Plaintiffs ) ) Vs. ) ) General American Oil Company ) ) Of Texas et al ) ) Defendants ) Case Number: 3 AN-99-9114CI GENERAL AFFIDAVIT Comes now, Jack O. Hakkila, resident of Fairbanks, Alaska, United States of America who makes his statement and General Affidavit upon oath and affirmation of belief and personal knowledge that the following matters, facts and things set forth are true and correct to the best of his knowledge: 1. I represent the joint owners of 65 percent of the interest held by Clifford Burglin (Burglin) in Alaska Oil and Gas leases ADL 36422 and ADL 34623 and have commenced litigation respecting these said leases in: Jack O. Hakkila and Arctic Basin Industries v. General American Oil Company et ai, Case Number 3 AN-99-9144CI (principal action) with the State of Alaska Division of Oil and Gas and the Alaska Oil and Gas Conservation Commission inter alia being named as defendants in that action. ) ) 2. I file this affidavit in support of a motion for a temporary injunction to be ordered barring the State of Alaska, Division of Oil and Gas and or the Alaska Oil and Gas Conservation Commission from terminating lease number ADL 34623 on or after December 8, 2002 or in the alternative, suspending the term of the lease until the hearing of the principal action on the grounds that permitting the lease to lapse will prejudice the proper determination of the interests of myself and Burglin inleaseADL 34623, will prevent any possibility of pursuing exploration and production activities with a view to extending the term of the lease, will unduly complicate matters by introducing additional third party interests in the event that the lease is sold to a third party, and is necessary to preserve the status quo of the parties pending the hearing of the principal action. 3. Burglin is a life long resident and land owner in Fairbanks, Alaska and I have resided and am a landowner in Alaska on a continual basis since 1969, during which time we have both shared an ongoing involvement in the development of oil and gas in Alaska as well as an interest in the rights of individual Alaskans to participate and become directly involved in the development of oil and gas in our State. 4. Lease ADL 34623 is a ten year oil and gas lease which term commenced after the lands subject to the lease were patented in 1992 and which is scheduled to lapse by expiration of it's primary term on December 8, 2002. 5. Lease ADL 34623 was originally purchased in a lease sale held in Alaska on January 24, 1967, becoming effective April 1, 1967 and the original lessee was Thomas J. Miklautsch(hereinafter referred to as Miklautsch) who later transferred a 20% interest in ADL 34623 to Burglin on September 27, 1968. A copy of the assignment from Miklautsch to Burglin is attached and is marked as exhibit 1-A to my affidavit. , ) 6. On December 3, 1968, Miklautsch and Burglin entered into a Joint Venture Agreement with General American Oil Company of Texas (GAOC) whereby 50°¡Q of the interests of Miklautsch and Burglin in leases ADL 34622 and ADL 34623 were assigned to the joint venture in exchange for shares of stock in GAOC and a production payment with Miklautsch to retain a 40°¡Q interest and Burglin to retain a 10% interest. 7. Pursuant to the terms of the Joint Venture Agreement, the interests of Miklautsch and Burglin were to be held by GAOC which was permitted to register a 100% interest in lease ADL 34623 and hold the interests of Burglin and Miklautsch in trust with their interests to be re-assigned to Burglin and Miklautsch upon termination of the joint venture agreement. Attached and marked as exhibits 2-A and 2-8 to my affidavit are copies of the joint venture agreement and subsequent transfers to GAGC. 8. On September 21, 1969 GAOC assigned its entire interest, including the portion held in trust for Burglin and Miklausch in ADL 34623 to Humble Oil and Refining Company (Humble) which subsequently assigned 500/0 of its interest equivalent to Arco Alaska Inc. (Arco ). 9. The joint venture was eventually terminated on June 11, 1975 by letter from Burglin and Miklautsch to Exxon Company U.S.A. (Exxon), the successor company to Humble and which termination was made in accordance with the terms of the Joint Venture Agreement that permitted the termination of the Agreement by either party on thirty days notice. Attached and marked as exhibits 3-A to my affidavit is a copy of the termination letter sent to Exxon. ) 10. Subsequent to the termination of the Joint Venture Agreement, Exxon failed to re- transfer the interests of Miklautsch, which was a 40% working interest and Burglin, which was a 10% working interest, back to them. 11. After the termination of the Joint Venture Agreement, the State of Alaska Division of Oil and Gas refused to register or acknowledge the interests of Miklautsch and Burglin, the original lessees, despite their efforts to do so and despite having received documented proof of their interests and disregarding the fact that Arco previously recognised that Burglinand Miklautsch had an interest and filed an assignment on behalf of Burglin which was rejected by the State of Alaska Division of Oil and Gas. Attached and marked as exhibits 4-A to my affidavit is a copy of the assignment submitted by Arco. 12. Later in an attempt to break the impasse and to exercise their rights respecting lease ADL 34623, Miklautsch and Burglin attempted to sell their interests to Gulf Oil Company (Gulf) in 1975 with the result that litigation was commenced involving Miklautsch and Burglin and Exxon, Arco and Gulf. 13. The litigation involving Gulf, Exxon and Arco and Miklautsch and Burglin was eventually settled through the parties entering into two separate settlement agreements, the Gulf- MBH Settlement Agreement dated April 11, 1977 which explicitly recognised that the interests of Miklautsch and Burglin were held in trust by Gulf, and the Exxon Settlement Agreement dated April 29, 1977 the provisions of which were made subject to the Gulf-MBH Settlement Agreement. 14. Section 2(a) of the Gulf-MBH settlement agreement explicitly recognises the interests of Burglin which were held in trust by Gulf and which at the time were described after payout as; "The 40°lÓworking interest referred to ... in the EXxon Settlement Agreement is beneficially owned 80% by Gulf, 14.40/0 by Miklautsch, 3.6% by Buralin and 2%) by HameL.." (emphasis added). Attached and marked as exhibit 5-A is a copy of the Gulf MBH Settlement Agreement. 15. The PNG interests in lease ADL34623 could be substantial as it has been estimated by Peter Huddleston, an independent consultant, that up to 28% of the Point Mcintyre oil· field lies under leases ADL 34622 and ADL 34623 and it is projected that reserves held by the le~se total a portion of 8,400,000 barrels of oil and natural gas with a potential net profit value in the range of $84,000,000.00 and as of February, 202, the field had produced 337,000,000 million barrels of oil. 16. Meetings were commenced by the Alaska Oil and Gas Conservation Commission in October, 1993 in order to determine the leases and rights to be included in the Point Mcl ntyre Participating Area of the Prudhoe Bay Unit and I attended a scheduled meeting of the Commission on behalf of Burglin on October 13, 1993 17. The meeting of October 13, 1993 was to commence at 9:00 a.m. but was cancelled after various parties casually met and conferred with the Commission members around the water cooler in an interior hallway without an invitation for the interested parties to participate and which action prevented me from presenting evidence to the Commission respecting the ownership interests of Burglin et al in lease ADL 34623 and the Commission's consideration for the inclusion of lease ADL 34623 in the Point Mcintyre Participation Area of the Prudhoe Bay Unit. ) ) 18. ~fter being treated so unfairly by the Alaska Oil and Gas Conservation Commission in being denied any right to be heard, it became my opinion, and it appeared to me, that the Commission had already decided to exclude lease 34623 from the Point Mcintyre Participation Area of the Prudhoe Bay Unit. 19. The Alaska Oil and Gas Conservation Commission decided to exclude lease ADL 34623 from the operation of the Point Mcintyre Participation Area of the Prudhoe Bay Unit without giving the interested parties the opportunity to make any reasonable representation to the Commission, presumably because of the dispute as to the title interests in the lease with the result that no oil and gas exploration activities were carried out with respect to lease ADL 34623 and to the substantial detriment of Burglin and eventually myself. 20. Problems with the title to lease ADL 34623 and the failure of the State of Alaska to recognise the interests of Miklautsch and Burglin have frustrated attempts made by Burglin and myself to enter into agreements with parties so that exploration activities on the lease could commence and with the goal to produce oil on the lease with the result t~at the lease would not be terminated and would be held by production. 21. On November 1, 2002 I forwarded a letter addressed to William H. Colbert, Assistant General Counsel of BP Exploration (Alaska) Inc. in which I requested the voluntary unitization of lease ADL 34623 in an effort to pursue exploration and production potential on lease ADL 34623. Attached and marked as exhibit 6-A is a copy of the letter received from William Colbert dated November 1, 2002. ) 22. In his response, William Colbert stated BP Exploration· (Alaska) Inc. would not support the efforts of myself or Burglin to unitize lease 34623 based on his assertion that we did not have an ownership interest and therefore could not petition for unit expansion. 23. There were numerous instances of breaches of contract which operated to the detriment of the interests of Burglin which breaches will be outlined and proven at the trial of the principal action and which breaches involved a refusal to return legal and beneficial interests to Burglin and a failure to meet the obligations of a fiduciary by GAOC, Humble, Gulf and Exxon. 24. It is my belief that the GAOC/Burglin/Miklautsch joint venture agreement entered into in 1968 created a trust in favor of Burglin and Miklautsch and their respective 100/0 and 400/0 interests which interests were eventually transferred to Gulf and which were explicitly recognised in the Gulf-MBH Settlement Agreement. 25. When the joint venture was terminated Humble, which had later acquired the interests of GAOC, failed to transfer their 50% interests back to Miklautsch and Burglin to their ~xtreme prejudice as they were not thereafter recognized with the State of Alaska as holders of any interest in lease 34623 and which frustrated attempts by Burglin to commence exploration and production activities on the said lease. 26. It is my belief that if lease ADL 34623 is terminated by the State of Alaska, or is permitted to lapse, any attempts to have the rights of Burglin or myself to be recognized would be frustrated and if new parties are eventually permitted to purchase the lease, that further attempts to recognise the interests of Burglin and myself could be frustrated. ) ) 27. That I make this affidavit in support of a motion for a temporary injunction to be ordered barring the State of Alaska, Division of Oil and Gas and or the Alaska Oil and Gas Conservation Commission from terminating lease number ADL 34623 on or after December 8, 2002 or in the alternative, suspending the term of the lease until the hearing of the principal action. Sworn beforë me onthisZb ) day of Decem. ber.,.. 20. 0.2. ) ~' \ ¡) It/(A(?/~ ~. ota~Lþu. b.liC Ii) 4Y.. ~ 3'~ ~/. iL .. Ik 1//Lot/IA:J(( Of A~4 V,A. MfJ!ùDf)N1i\LO H~lwr¡$tlëllf' 8M Soilottor (ì ó-cJu~. )JcJJJo...- c7ÁCK O. HAKILLA . ,. .- I' ¡...:' :::: i,. '\ 'J , ~ . ;;. <·::~'.X~;: ........ . ".' .' .1 , . ,- .1 '. ..... } ( ,.- J 1-1( J4 ,'I d 7.¿/~,~,/j;;;.Æ Notary Publ~ for /à~ ~Iy COlllllission expires r / -.::( «/-1 ¡f (¡ ~j i\ i ~ j J d Sl.n'~..~~1.'.7!.§.~h..'?f.. S~pte)Tl,her,' 1968 ~ \ìr:L.ltiH)Drtt) - ~¡ ED Y , I'~ It _ / i h~ ,.\1 . ~ - f} ~~ id:iJ,jJ.ßU./.REC. DIS~. '. ty!/JA J ~ J'Uit I ." . (.If V ~':a:;'~'a 518naturo) I D,\TLJ:JÞ'~7j.lL l?ft.. j \ ·rl''': .3.. 1.....'-____ .... .- r!"" ~ ~ .V_m.._'..___) .?J~' ~ (. fÞ. ." , . ~,¡,rl'¡,:~I~::I 1/\, 4 .. ,. 1, ~r;( / ':.J J - I ~ ,^d·'I':··~ .'.' .. "J........:;"', ¿ TilE UNITED STATES OF !AMERICA3~c:;)--4~j~,/ (. é .G.-CA' ~,~, K --.--... ) so.... ._..7.Î..ZO. L...-.. L~"'·_t..1I" ""'.""P"'--) ..~..... ~ I(td. . ¡ ~ " ¿J' This cert1fiea that on the day of .A..t .ÆI' f~.:;.-~Ld.ë--<../ _' 19 ~ . 'I ~ / public in ond for the State of 4?¡/ /l.ll~-! / " duly commiasioned and sworn. personally appeared (, (! ~: ".'"1 T. T. /')? J 'I: t ,4 {/ I- J' C/{ to me known and known to me to be the peraon describÚ(hn and who exccuted tho foregoing assignment. who thcn executed said 48siglUDent in my presence and, After: ,\¡,è~ng:~~Jly; sworn' 4.c5ording to law. acknowledged to mo under oath that he executed same freely and voluntarily for the usee and purposea therein mentioned. (ì[l II',' J" "; 11 :'J I'~ U.J ~ ! i ~' j'tw;sp l1I)'c'.h&~l11nd ofHc1a1 seal the day and year in this certificate first above written. STATE OF \\\\\.:',1':.11...... .. \ r' I ¡\ G .' ._", \:,. \"'" ~ .I t... "", :-.'....:. ...............;:·~.:I. -;', . .:.-'.... -. ..... <\..'''':. ;. . .' 0 I A h' \ .: ". ~_: ,.\. ··l;," ~ \.; ':. ; ,~.(). -..? -. : ;, :~,l;:,\... ~) D t.\ II .~' ..... r \:5f. ~:,~Ó: C!-~·\~,~:··/ ?O(~ I none Interest of a.Q"'~8~.~L~If.:.âid '\'âatre: 100% Extent of such interest aBs~gncd to assignee: OVerriding ~oyalty rcserved herein to aosignor: Overriding roya-ity:prcviously reserved: none 3. 4. ¡ 5. 6. 7. '. ;\" " ~- acr~s~more, oc ~ Meridian, R T 12 Ifa, R.· 14 Elf', U:tniat,·· Heddian. T containing 2 ~ ?? 7:'" acres, mÓre o~'~ lese. containing EÞJI!'lstor L~i'~d Solicitor the right. title and interest specified in item 4 below in and to said lease insofar a8 it covers the lands described in item 1 or such portion thereof as the leOBor PUly nppro'J(! and describe i'1 item 2 below, ,g~ving an~ gran:~lng t~' auignee the rights and privileges of a lesaee in said lands, to the extent indicated, subject ~o. the reservations of overriding royaltica noted in items 5 and 6 belowr 2. UJms (Not to be IN ANI 2.cres II 430 580 6 ~,Oacres 577 II excl a PJJO 1 571 cxclo PLO 1571 All All All, All, Section 5: Sect:Lon 6: 3cctj,on 7: Section 8: '! C 1 é~-2" 11 r ae t 1. LANDS REQUESTED 99701 whose cllJdress is J~Oj~ 1 31 J ]~\i.:.1i~cbanks, Alaska Th.:! unJ~r9igncd assignor, 36 OlolJ1er of the record title interest specified 1n item 3 below 1n the oil and gas lease des1!)oßtcd above. for a good and valuable considerntion. docs ,hereby aos1gn to C·o B11.rglin t~'Of¡ TAf< t/e')'I') h 1\ ¡\ - r\ L:Ul\, Scri<d No_? 2::- /-¥/ - - __._ -0 _._____..........;::¡¡ Assignment Alf~ting Record Tille to Oil and Gas Lease ".·.",,·~1 ;>J,:.. - /- ~ ....-5 ë:;p ~~...,,~ "-L"04"h.~~L~~ LEA:iE no. ADL '3462 '5 EFFECTIVE DATI! ÇF '"",7 LEASE A p r ø 1, 1 90 I'i\)V. 1:10J ¡¡.\)\,. '._~;".-J -.--.--..1. ""H"_... ,:-;TATI~ Uj'- ALA:i1\.A f"1'11tÌ:.nn!r.. H.¡ta~~' l':ich1,.I.:J 'l~;\~\'," .i/ 7 "", ""';' ~~j~~;'1r:l¿ÿENT OF NATUHAL HESOUHL"-,, ,\.,-,~.,J\._~...__ --.... .---.', ,\'t,L\__., ~" .'; 1 ?\~/'n!"~" ... 'I "l'lld:' "\'''~'')\'''';':''1''l')I'·':rid 1)Ï\'itiÎun of l..¡uu S j.·}u\:...'\.",f, ~..:.\.J.. \". .'. ,.....,-. .\...... .It, .Þ. .- r: ,~~...." .;? Z ¿A,··r' /5./ t ,,-t(,,''':..J~~,,-.!,"-_., -____~ ,·-LL :.....~Ñ·_'..~ f1....,.(,'!.~.. 1\f:'CTJI~1rtJ nt"'~1..) :I7/ J3nOK_~_Z-1J AGE_~2_?:::::- NoatnJc - Kobuk Hl-:cordiJlg DbtfÍd . ~ ' '. I Appl ica,tion (or Apl,rovIIl o( Anr¡{gnmcnt . The undersigned Ll8s1ßnec hereby rC(\Ul'stll ßI'rruvnl of the above 8SS ignment as to all of the land. de.cribed in 1tcm 1 of th~ above Afitiignment or such portion thereof as II\I1Y bc· apl)::oved under appl1cLlb.~c"law and regulations. ..' Encloscd with this application arc: (a) Check or money order payable to the Department of Revenue of the State of Alaska covering fll1ng fee of $20.00; I. " (b) Informat10n and docwnents. or references thereto. evidencing the qualifications of the under.igned to ho~d a lease. in compliance with Section 5l0.3l(c) of the Oil and Gas Leasing Regulations¡ And , (c) Any bond or reference thereto required by said Regulations. .. i ., . Any notice ifi connection with this application or the undcraigned~s interest in,the lease designated· 10 the foregoing a9sig~ent may be sent to the undersigned's address set forth. in said, assigrunerlt. The undersigned agrees to be bound by the proviB:~ons of said lease. ·if the above assignment is approved i ì in whole or in pal·t. ~ . This application discloses and is a1gncd by or on behalf of allpar~ies who wIll or ~y. if the above ,aslignment is approved in whole or in part, receive any inte~est in the leese designated above~by ~lr~ue of any agree~ent \ . -4 : ~ or understandIng. oral or written and constitutcs certification that each such party i. quallf1eu to hold Alaska State 011 and Gos LC46es puuuant to Section 503.1 of the Oil and Gas L¡asing Regulati.on.. Signed this date: :'\ 1./ . ,/ , /- ....-¿:)...~ -r'; J { '/,-7 / /7"é'F,- ~ h. r (/ 0:J- £. ' '. c:-:I_ . _ '~Ir ;';:'r. .~-~..::--- ":- ,,'" ....... .-" .. .....-. .. ·"t" . ,., "1'\:;','-'01-'U1". n v1 ~n DEX EO CI.~.... ". ..J r!. FILED [:1 F/~IIì::J/.~'.¡E:) í~.ECOnDING DISTRICT 1'..' . -J~: i (\ _._____J[¿. .N.J..3..J~S~___ 'J'imc../..â.':" /;9 tJ "·'1,·,,·1 ·'ft 1",· j) L,¿:;J..-L _~., ::1 , ,,-.'v,,... ,'.1' _._._.._._<.!...l... /\. Î ./..... .....~. _~:rv ,/J ~ / ',::i~{'~.3.___~_t2..~~þ......:J/ . _ -------...--.;z~....;:..("..---___c.;¡.; (Assignee's Signature) '#' .. , , . ~ ., .f::/'..: ¡:J ~ : ,.,' I . '. . ..... _. -~:J".' -' \,':::'.,.::'J..l ;:} \,: .',;:\~..~:,,':.,"{; · -,<:",/.~"_,~,,,.... -..- ,- r. - I "'-; ~,' . .. ," I . ~ 1 . I : I :. ,~.'" ~ Approval The above assignment i8 approved 8S to the lands dcscribed in item 2 thereof. effective .. of the date set forth below. , STATE OF ALASKA Effective dAte of Assignment By (!Iuloll\it in tr1pl1catLl. HUllt hn fHe'd within 90 day. After l1nal execution by the aøðignoc. All copies must bo 8igned in ink.) . :,1 I"" . . --... ~ " / ~} ./ .. ¡' ) " '. !' . ( . <)~ " , . . ....'" ." '" . . .' . .. .f t, !~~ .;>?"...: '. , ':" ': ,~\< :.:' . ¡ ~".' . .\ ".' ,r ,~. I , I . I ~ ..\ : _."....u ~Qftll at ...... ) ô40tv of Akuko ). THIS IS TO CllmfV ... .... uoiJOl.'iJ .. 0 futt, tNt c.arM:I ~ ! 40PV of the origtnal 01 .. ICIIM CIpI*II'a In tile I'aIOI'dI Old ...... øt ~ offlœ. IN WITNeSS WHERIOf, I ... ~ _ ... hDØ Old heM afftMd ~ ~J .... ~""'-. ~... }~~. . . .. 01 . ) " \ O~ . . I···· . · i~~ ~~. ............. . ", - --- 0~Q~'~ " .~\cr "èC~~ ." " --- ~ " A ,. ~ . o .~ 'f.~~?_ c: . .:" . þa .' u .,,~\ f -) .. ~ ~~" /~..."f'4..1t: '.~~8~tÉOF~~~'~/.~ . ~OICI A\.. :/' ,. , 681203-A.13 I)' ,M~a:t,X:,Þ.O~ :_~~_IS EXHJBIT"L~ .. b.... ;.::;,,:<:: :,'I~'~ bollettor' =~¿ in ~e.~t.!fm2Prùr Sworn before me this. ?l:.- J 0 I N T V E N T U REA G R E E MEN T da1jJjll~ THIS AGREEMENT made and entered into by and Ye~~~f( rO'R OATHS - GENERAL AMERICAN OIL COMPANY OF TEXAS, a Delaware corp~f=)átïb"fi'\i'NC~ OJ ~p,ln~ ( hereinafter called "General American"), T. J . MIKLAUTSCH of Fairbanks, Alaska (hereinafter called "Miklautsch") and c. BURGDIN of Fairbanks, Alaska (hereinafter called "BurgI in)); ) WIT N E SSE T H: WHEREAS, the parties hereto are the owners (in the proportions of 50% by General American, 40% by Miklautsch and 10% by Burglin) of the oil and gas leases covering lands situated in the state of Alaska that are described in Exhibit A attached hereto and made a part hereof (hereinafter called the "leases"), and such parties desire to create this joint venture (hereinafter called the "Venture") for the ownership, development and operation of the leases; NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows: 1. The members of the Venture shall be general American, Miklautsch and Burglin and their interests therein shall be as hereinafter set forth. Each of such members hereby assigns to the parties hereto as members of the Venture its or his respective interest in the leases as above set forth; provided, however, there is excepted from the assignments hereby made by Miklautsch and Burglin and reserved unto each of them, as separate production payments (hereinafter called the "production Payments"), an undivided 50% of all oil, gas and other hydrocarbons in and that may be produced, saved and sold from the lands covered by the leases that accrue to the respective undivided interests in the leases hereby assigned to the Venture by Miklautsch and Burglin, until, from the proceeds of the sale of the oil, gas and other hydrocarbons accruing to such unreserved interests, Miklautsch shall have received the sum of $3,200,000.00 and Burglin shall have received the sum of $800,000.00, each free and clear of all cost and expense of whatsoever nature '(except costs of transporting the oil, gas and other hydrocarbons accruing to the Production Payments from the wells to such sale delivery point as is reasonably required in the marketing thereof, and except production, severance, occupation and other similar taxes charged against or measured by the production accruing to the Production Payments). Miklautsch and Burglin shall look solely to the oil, gas and other hydrocarbons accruing to the interests herein respectively reserved ) by them for the sltisfaction and discharge of the Production Payments. For convenience, record title to the entire working interest in the leases, subject to the Production Payments, shall be transferred to and held in the name of General American without disclosure of the existence of the Venture. Subject to the further provisiops of this agreement, the parties hereto shall own and hold the following interests in the Venture: General American Miklautsch Burglin 75% 20% 5% 2 . For purposes of this agreement, "net venture income" shall be all income received by the Venture from any source whatsoever, less any portion thereof attributable to royal ties reserved in the leases and to the production payinents, a~d the "payout" shall be the point in time at which net venture income equals the aggregate of (a) the sum of Two Million Dollars, (b) all sums accruing to the Production Payments, (c) all costs, charges and expenses of whatsoever nature incurred by the Venture prior to the payout in connection with the ownership, development, operation and maintenance of the leases, determined in accordance with the Accounting Procedure attached hereto as Exhibit B and (d) interest at the rate of 6% per annum on the unliquidated balances of items (a) through (c) above, computed monthly and compounded annually. In determining the payout, net venture income shall first be applied to interest as above provided and then to the unliquidated balances of items (a) through (c) above. 3 . Until payout, all costs, charges and expenses incurred by the Venture in connection with the ownership, development, operation and maintenance of the leases shall be borne and contributed to the Venture by General American. After payout, all such costs , charges and expenses shall be borne and contributed by the parties hereto in the proportions of 75% by General American, 20% by Miklautsch and 5% by Burglin. 4. until payout General American shall be credited with and be entitled to receive all net venture income and after payout, the parties hereto shall be credited with and entitled to receive net venture income in the proportions of 75% by General American, 20% by Miklautsch and 5% by Burglin. ) ) 5. For all income tax purposes, including the federal income tax, all income and all income tax deductions and credits are allocated to General American until payout and after payout all income and all income tax deductions and credits are allocated 75% to General American, 20% to Miklautsch and 5% to Burglin. 6. General American shall be operator of the Venture and shall have full power and authority to direct, supervise, manage, control and operate the business of the Venture, and the scope of such power and authority shall extend to all things which would be done by a reasonably prudent operator in respect to the exploration, development, operation, maintenance and management of its own properties. The judgment of General Americail exercised in good faith shall be the limit of its liability to the other parties hereto and General American shall never be liable for any act done or omitted to be done in good faith in the performance of any of the provisions of this agreement. 7. General American shall maintain accurate books and records relating to the Venture which shall at all times reflect the ownership and affairs in connection therewith pursuant to the terms of this agreement. Such books and records shall be maintained upon the accrual basis of accounting and sh~ll be kept at the principal office of General American in Dallas, Texas. The financial and taxable year of the Venture shall be based upon an accounting year ending on December 31 of each year. The accredited representatives of Miklautsch and Burglin may at all reasonable times inspect, audit and make copies of the books and records in connection with the Venture, and prior to the payout, General American shall furnish to.' both Miklautsch and Burglinnot less often than semi-annually, a detailed statement reflecting the costs incurred by the Venture and the net venture income received during the preceding 6-month period and also reflecting the remaining amount to be recovered prior to the payout. 8. The rights and obligations of the parties hereto shall be several and not joint. No party shall ever be liable for any obligation or liability arising hereunder which then exceeds its proportionate share as set forth herein, and each party indemnifies the others against all liabilities hereunder which are properly for the account of the former. For federal income tax purposes, the Venture shall be subj ect to the provisions of Subchapter K of Chapter 1 of the Internal Revenue Code of 1954, and General American is hereby instructed for federal income tax purposes only and for no other purpose to file a proper partnership return each year under said Subchapter K with the appropriate District Director of Internal Revenue. ) ) 9. General American shall initially pay on behalf of the Venture all costs, expenses and charges incurred by the Venture and, after payout, shall charge Miklautsch and Burglin with their proportionate shares thereof as herein provided. General American shall collect and receive the proceeds of the sale of all oil, gas and other hydrocarbons and other proceeds to which the Venture may be entitled and shall distribute the net venture income monthly in the manner set forth in paragraph 4 hereof. 10. The death of either Miklautsch or Burglin shall not terminate the existence of the Venture. If either Miklautsch or Burglin should die, the legal representative or representatives, heirs or legatees or devisees of such party, whichever is the appropriate one or ones, shall be substituted as a party to this Venture. 11. Except as herein otherwise provided, no assignment or other transfer by any of the parties hereto of his or its interest in the Venture shall be made without the written consent of all other parties hereto. 12. Any party hereto may at any time terminate the Venture upon thirty (30) days prior written notice to the other parties. Unless so terminated, the Venture shall continue for a period of one year from the date hereof and so long thereafter as either of the leases remains. in force and effect. Upon the termination of the Venture, General American shall assign to Miklautsch and Burglin their respective interests in the Venture as set forth in paragraph 1 hereof; provided, however, if the payout has not occurred at the time of such termination, such assignment shall be made subject to the provisions of paragraphs 3 and 4 hereof which shall continue to be applicable to the interests of the parties in the leases regardless of such termination. Upon the termination of the Venture, the parties hereto shall enter into a mutually agreeable operating agreement with respect to the leases which shall (a) designate General American as operator, (b) employ the Accounting Procedure attached hereto as Exhibit B, and (c) be effective as of the payout. In the event of a dispute between the parties in regard to the terms of such operating agreement, the disputed matter shall be determined by arbitration in the City of Dallas, Texas in accordance with the rules of the American Arbitration Association. 13. The provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and to their respective heirs, successors and legal representatives, and, to the extent that any assignment is permitted under the provisions of this agreement, to their respective assigns. ATTEST: ) E X E CUT E D this Donald C. Apeland Assistant Secretary ) 3rd day of December, 1968: GENERAL AMERICAN OIL COMPANY OF TEXAS By R. M. Swesnik R. M. Swesnik, Vice~President T. J. Miklautsch T. J. MIKLAUTSCH C. Burglin C. BURGLIN ) ) E X H I BIT A Attached to and made a part of Joint Venture Agreement dated as of January 2, 1969 by and between GENERAL AMERICAN OIL COMPANY OF TEXAS, T. J. MIKLAUTSCH AND C. BURGLIN Oil and gas lease bearing Serial No. ADL 34622 made by the State of Alaska to T. Miklautsch, dated April 1, 1967, covering Tract CI8-1, being the following described lands situated in Alaska: Township 12 Section 3: Section 4: section 9: Section 10: North, Range 14 East, All All All All U. M. Oil and gas lease bearing Serial No. ADL 34623 made by the State of Alaska to T. Miklautsch, dated April 1, 1967, covering Tract CI8-2, being the following described lands situated in Alaska: Township 12 Section 5: Section 6: Section 7: Section 8: North, Range 14 East, U. M. 'All All All, except PLO 1571 All, except PLO 1571 ) ) E X H I BIT B Accounting Procedure attached to and made a part of Joint Venture Agreement dated as of January 2, 1969 by and between GENERAL AMERICAN OIL COMPANY OF TEXAS ("GENERAL AMERICAN") , T. J. MIKLAUTSCH and C. BURGLIN. The costs, charges and expenses to be taken into consideration in connection with the ownership, development, operation and maintenance of the leases referred to in the agreement to which this exhibit is attached are as follows: (a) The costs of all direct labor (including fringe benefits), transportation and other services incurred in developing, operating and maintaining the leases, and of all material, equipment and supplies purchased for use on such leases; (b) Damages or losses suffered with respect to any of the leases which are incurred by any cause not controllable by General American through the exercise of reasonable diligence; (c) Expenses of litigation, liens, judgments and liquidated liabilities and claims incurred and paid by General american involving any of the leases or incident to. the development, exploration, operation or maintenance thereof; ,(d) All expenses incurred and paid by General American ~n appearing before administrative agencies in connection with the leases and the production therefrom, including all amounts paid to outside attorneys and third parties and compensation or salaries paid to officers apd employees of General American whose time is not directly allocable to such administrative proceedings, provided, however, that these charges shall not duplicate the charges made under subparagraph (g) below; (e) All taxes (except income taxes) paid by General American for the benefit· of the parties hereto, including, but not by way of limitation, ad valorem, property, production, occupation and any other taxes assessed against the leases, the production therefrom or allocable thereto, the personal property located thereon or the operations conducted thereon, to the extent not included in subparagraph (a) above; ( f) Insurance premiums paid by General American for insurance carried with respect to the leases or with respect to any personal property or equipment situated thereon or used in connection therewith, together with all expenditures incurred and p~id in settlement of any and all losses, claims, damages, judgments and other expenses, including legal services, relating to such properties; ') ) (g) A reasonable charge for overhead to cover the proportion properly allocable to the leases of compensation or salaries paid to managing officers and employees of General American whose time is not directly allocated to the leases, the office expense of General American, and of any district and camp expenses not allocated directly to the leases, such overhead charge to be in addition to any amounts chargeable under subparagraph (a) above; and (h) All other expenditures reasonably incurred by General American for the necessary or proper development, operation, maintenance and utilization of the leases, including all legal fees and expenses and engineering fees and expenses not included in any other item above, but excluding any interest paid by General American on any funds borrowed in connection with the development, operation, maintenance and utilization of the leases. ~ . -c~ ~""-P said Joint Venture Agreement, Atlantic Richfield Company hereby assigns to T. J. Miklautsch and C. Burglin their respective interests in the Venture as set forth in paragraph 1 of the Joint Venture Agreement; subject, however, to the provisions of paragraphs 3 and 4 thereof which shall continue to be applicable to the interests of the parties in the leases regardless of the termin- ation of the Joint Venture Agreement. IN WITNESS WHEREOF, this agreement has been duly executed v~ ,HI day of July, 1975. this ATLANTIC RICHFIELD COMPANY By (~ .,~ * .,~ STATE OF ALASKA ) ) THIRD JUDICIAL DISTRICT ) The d1J~ day of for Atlantic instrument was acknowledged before me this , 1975, by o. G. Simpson, Attorney in Fact Company. - ~ - ~/ ~ in and or Alaska. expires: 8/3/78 -">.-~ ,L.,·':~~ .... - roo. . .~ - ~ .: . ':f~t::~)l-;i,;...~,--{~ .~,: u ... '....,. . "~' ·~r~.....i Form DJ,.-8 (O&G>'.,:·~' ..~.' ,. tl~/JA2.L1';:~"'1 ~./~_ '/J\Gölt ,.~_~¡ ~ LEASE NO. ADL 34623 ,:.,~ 1 ",;':~ ~¡i)~,,~ : !;.., Apr11.11967. '." F ': '.' rt";"Þ>2ft!~' ~hl',r~;'~l;1t!, ~í:,~f·t' 'EFfECTIVE DATE!>] , ,', 'I~'~" ~ ..;¡ . ..1. . ',< ': . State of Alaska.......,· LEASII APt 1 ¡I. 1967 ..;: D.epar~mel1t of Natural ne~.o,.urce~.. f11m!l~~r.s .' '., ;. :"Divisioll of LUllds . , ..,. .~~ ~~..z~<~~ .. . t..·· I .1- . , ' .' ,.; .' . . ,I ~ -. "" ;. '/'.\'" " :) ,,: .. . , .'1..' I; ì ' if! i, ..' . \,". . . , " .. . ;.1 Â.aianment Affectins Record Title to Oil and Gal ~.s. ¡ , The undersigned a.si8nor, as owner of the record title interest specified in item 3 below in the 011 and S8' lease designated above, for a good and valuable consideration, does hereby assign I ~:, '. to . General J\f!1erlcnn Pll CQ1T1DPny of Texas, fa Dclnwarq corporudon whose address i. t\-1enduwR nulhUng" nnlh1~ TeX:1a7!;206 : the risht. title and intere.t specified in item 4 below in and to said lease insofar .s it;' covers ':' ': the lands described in item I or .uch portion thereof a. the les80r may approve anddescF.lbe in .;... Ite~ 2 below. giving and granting to a..lgnee the rights and privileses of . lessee 1n said land.~ I " :: to the extent indicated, subject to the re.ervation. of overriding royaltles noted in iteJU Sand 6 I . ,',:,' below; ":':""; ~.." \.~':.: .,.,'.,. .,i I;;>I'¡'," .:,;.1 '.' "i.' . "':.,~;:.~.::.,.),:.:.<':';:..' 1. LANDS REQUESTED ' '. 2. LANDS APPROVED . i ',:' ' .¡ .. . ',: ( : : '. ;. ' ./ " i ,'!,: i,. TRACT C18-2 ,(~ot to be'f~lled .in) \ , i . ~:.:, Sect-Ion 5:".: ". "All 640 acres :¡ I ! j,' .,'.' .'i', :',i, '.. . ',.'; " :'.." . ',:.' i, ': ,', " ,\ .,.; Sectlon 6::.' . All 577 acres . ..:....: ,'. :i·:.~ ~ . ~ ~~;'-: Section 7: ....; '; All, exe!. PLO 1571 430 acres·' I., ~ $A~l~ ¡\SITEAl.#l '~..". .'! >,~ ;,. . Section 8: ,,). .': 'AII, exc1.. PLO 1571 ,580 acres . '. C' ' }:¡ :}·1;\r~:j': :r. j" ';-::;;:;'.;1: T "l~-N, a -14-E. Ulnlat" Meridian, >~: ",~ ì......';~ containing .,2.227 :. ,. ": ~. . . ~ ;. ; .~: ." " .1 ". .. " . . : . , I ,I. . . '. .., ¡:;' , . . . .' .-.. .. . " . " , '. t,.: " ..!, . -'I , , 'J , , . j \" :;"' '>. . i I, '~':.~',>.'.. i: I _, . T , R . . ~~ . '-"*- -.r Merld~*A,'''''' , .'. acre., .ore or lesl. containing .. acrea, more or lea.~ " . 3. Interelt of ...ignor in said lea.e: 2(})h (State in percent of total lea.. interest.) Interest' assigned··to asa1anee: 10% percent (State in percent of total lease interest; thus if assignor owned SO percent interest in the lea.e and wi.hed to trans- fer one-balf ~f hi. interelt, thi8 item would be 25 percent.). ~errid1ng royalty reserved herein to ..81snor: ~QJ1e Overriding royalty previoua¡y rele~ed: NORO 8ianed thit daC..' Decol"Ì1ber 3, ..19'68 percent '.' ,. . ' .~ ': ,THIS IS EXHIBit;. & : ,,; . re~rr. "río~d to in the: ~fida~¡t IJ(' '. . ~-)l D. ¡f1:t "'KiUt '~::~~ ;j;~/:~hiS ~ò·v." (7 , I. '.' ,', r:--~~'/ . , ,<c1i!tp;'frJl'#f..1l* 2- .~ ¿. :. . IN AN~I FOil THE PROVlNctO ALBERTA "':.' YoA. M'f!i!;f:¡¡ONALo" . ~' i " Sarrf.stØf S.ï~ .~. ': '.' . VV~i"" : . ¡..: . C _r:/. ~ " ~. I~; (Ås8ignor I SiaDatura) , ' 'I ' C.: DURGLIN '~ ",:. . . ç? . . ..', ... 4.. .. " 1- . ¡I' , , (. .. :.: i :" : ..·f S. 6. 7. ~' . :" ~ t "f ~ J;;;:,A'·. :'.:: 1 ;'! >:.' " I ' I I'. . , . ...; . ~." ~ . i ~. _ I I . '1,"" ., .·...·1'1'..., :,'," 'I. THE UNITBD STATBS' or AHBRICA ( . ). .' .. :~':;,t: ~ r { ~~ i. I , ':',: .~r¡;::, I,.:.;; :-:';' ; ,\. "r . ,.,)' II. . . , 1-.;' : STATE or TEX A~' ~.,' .,~,.\ ',.' :) , " .' .'~ . . ".. ...... Thh cutiUe. that on the 3rd day of December . 19~. before me. e:: :': '; ': ,:::.::~ :' ...',' "'Iii""",, T . .;' " ,-:', :';_1';,'1 ,:,:~~~~~:...~.~~ø~:~.~~uc in and for the state. ofCXlIS "du.ly c01lllda81oned and .worn, personall~·.·'_:':"'.;-,'.:!;'~:; ..,' (::;¡'.... f8:~pearè';d .' ': ,C. Burglln to me known ~nd known to me to be tbe person delcribed .in, : I¡ \.,";..: f'::,:,/,~'·· !aÌ\d..Ji~o··~~ecuted the foregoing a'lIignment, who then after beins duly sworn according to law,', ,",'.' >' ~ ; ", ;' = -It: "':;-:. 'ackn"øWle~géa to me under oath that he executed lame freely and voluntarily for the uaee and ' ,I ;..: I ; ~¡' . ;. ~~ ~.>~ i purpose'':,t,h, ~rein mentioned. ' . ,."., . . , ;',,",1' j ....., \ "" '," I. . ~ (;.... ( . ..,,,\ /1.,-:; . . . . .. t, I .:\{;~~;(.~r.¡H~¡'~è!i'lTNIISS ray head end official .eal the day aad year in thi. certificata t~rat ab~~.. ~.;,:,::,', ><.:.1 :::":;~"t,.r:. 'J"':' " ~~"" . [. 0, \ .\\\,,\ . . ., ..// / r. I I . · .'''.,.."...... J .,\: HŽ~~ h!í';'f~r (x ßa~áå·~õ~;\~ÿ~ '1èXùIi.'~::: . . .: ~~ . ; i M1 COIIIai..1on expire.: June It 1969, ;-,. ". \. '. ..... :"1 '.; .... ,., i ". . , , '1 ' '} ~ !' ,', I,' " .., "'. I v I' '. I ~ " " ! ':, ,.¡ I '. . " . \, I "'\ ' " .. l . ~1' ·':":l:~¡:; .; '.1,: . :;. . " .. p ". . ~J'< ~.'..',', ;, ;,~. '.. ~.: : '. - ..;:: I I '~ { '." to'· ". . ~.~.; J"_ . ,'~ .-..:.:1 \.:',.:.' ::: :~J '.~. ,: ; : .~ '.~ '. '.., .," " ..' !','.,': ,... ',. .1 ·~;:,il~·.:' >' i ¡ .;. ~'.. .. ..' , . ..':..',;\ \::;1. " .' <:'~~~{~ . .' .! .' ,:1 .1; ..' , .' . ' ....-~......_,--_.... .. ... '. " " , . . . I. , ¡ , . :.¡'i)ik¡i¡. ;. . :":,:' q( t" '!:. ,:! ')',J' ~.:: . .. ., I " ,,! .' 't·,.. '. ~ .: ~ > ' ,¡ ~ ;:'. .. : . ,': /. . ~ \, I ". I. '.. . ~ ',II .,fL'!' " .-' '. ,.'" ";\": 0:' - ", ~ .,. ;'.;: ,,-.' ., , ~..,f." I .'. " .. ." ' ,Iif: .' : .! ,;:;,:¡ .";:r·;;~".';· ¡. ...., . Iii' . " '; - . .:/:;<t[ , . . . . , , .; . ~ fO"' I '!: . -·,1",' . '"',' I." ,', :'~ ',. ",;: ' . 'co .....~ . .;0. }.,. '.' r' 1 f,t ..." . "" .' . . I (: .' ", .., , .': ' " .,~ f;: t,: ::::',' '::;,:;:" ~ .. . '. ;;.' " .i ." ~: :,; .1; ~'.' :~. .14 I :;.: : >:i::: '. ' .~:'i: ':~>r';},:; . 'Ii r'i:>[:;': , .>: . .".:;."!:. ..j , r .1. . .-: ,;' :>'i;) 'c ; ¡::~.':"..I""'-: : !; >'. ~ ~,.. ~,. . ',.: ~':. . ~. I i be fUed within 90 days after final : '.., ,'·1 ,i All cople. must be s1a~ed 10 ink.).. .....-1../ ;,~",.~.II"!,"::':" '; j:! I '.'!;:: .'. :';).':," .',~..'" ..;:' ¡ :i' ',¡ , .. I:. '.: !.:, . .. '. ~. ~ 4' ;'1' .... . . , . . ·,....·...-·~1_..J!._.~..·...·....._·1 ..... nECORDJDD rÁ. '. .. J}~TJID fJ ' , 1i'AIl:BJi,~i{S nC:COHDUlG DISTnICr . ;':, ::- )JJ,'::.. ._.~.MAR..7-"-'19at.--- rlï.ma..1-~~:f'-M : .' ';'# i ¡,.. 'I . /1'-'. ,. /J /J 0' f .-. /J" /J ¡.: q,. 1 ! .,'~.11 l)y.._~,~.~..(J/A./' ~~~'ltC:¡::J_'22u.~"""4:~.._~ .......~: :.' ,~~/b~,,2~~.. ,'7;?,d~ 6 ~,,:.~.~'~e.,,~, . .. . \; I" . . . , . I , I,; , : i ,',;' 4/67 . . ' I ? . ' .... ..A.- .If.1o \ t 11 " (S ¿If 0,)., "J ,-r---... -I.' ubmit i ,. '\a þ. ,'... ,".' n tri li : '\ /. . .'. ,I' ,'.. xeeuUan b peate. M ~.~'I i,iC£.N...u · '\~ .' 'I the a.al.Bnee~at ;: J At: 3:1, '959 -;. f'I Ðlvh~" of londa W : . ... \ ",~j)I. c.t ~ : ; ~. .:~~ NQtIlÍ~1 "'1"'1I'" ~ ! .'" ~ CiP) '. ~'- .' '; 'l. __ ~ 'vi ", J ~l It U\ CO ~ ,. , . I: ! ," " " . f':· I ":I'·· '.. ,., '~'.J / ) By/~ -~¥ ¿ ffiDRO DENTON ,.. · , Chief, Minerals ~cctio. ' ~JAN ) 1 19G9 Effect ive date . of .,.ignment I ;. , ".. , I. : . ~ 'i :..-. . ~ ", ~ . 0" ,,' J_ '.~ '. , , , .. ;: ," .." . ¡.. . , ' ---- "I ,..- 'WIIJ.. ............ v. q....i1 ..a. ,...... "..v W.I.&.., U&.- UlG>:. . : . ; ! " ¡;; ';. if the above a..ignment is approve~ in whole or in part, receive any intereat in the lease desi8~'· '. .:'.::. . .:. ~. .. .'. I: . :'i~:~) :';'·::.:nated above by vlrtue of any agreement or understanding, oral:or written and consti,tuœs c~rtifi..-\·"~'.:~-:·" " . '. . ~. " . . . I': '. ." _ ". ,_ - '.' I . :,1':: :. i(: ':;~' cation that each such party is qualified tá hold Alaska,' Stat~','Oil. and Gas Leás1's purauant to', .~:' ,,' ....., . ;., . ; : 'I' ..:. .·.f l' . ., . ~. .1 : .,1 :.:, , :,;':,:: Section 5,03.1 of the OL~ and OAS Lea.ing Regulations, i I.' . '. I· '.. . .. "::::,':,:;(' " Sl&ne4t~~.:~atal.¡'pvf(ç¡j;', i(r ,'/i:;" ,: .:~:~\, l "';',J~·):pr:·iti~I:'::APprwa·~·::: " ',~' '~,;. . The forego~ng .aa18lU11ent I, approved al to the lands described in item 2 thereof.' . # ':'. " I" , ,'.. e~fect1v~ ... of,,~be. Itate ~et forth b~lo" . ' "'':' ;,::: ;.. '<' , .', .1;" '. : '~:I~;'" . .' . .< ': ,!, :,.t'.',..';,: .'... ! ':.' 1:\:<: , .: , .; ¡'. f .. :., " ' " . . . \. STATE OF ALASKA " , ; . ¡ ~ " . ," ' ¡- 011 Company ~t,T~xa8 r /~~l~t~¿¡-~"':"" . " . , R. M.".sWESNIK V.lCE-PRESiDENT ! , . ~ . i . ; ., ! . . I. '-'." '.,'.1" .:>: .ent il approved in whole or i~ part~ ,.', I I . .. I' '. ,'.., # .. t . I . : t "" :.'i., Thh :appU.cation' di;closel and 1. lig!,ad hu ft'" ftn hah..1& ^~ ..11 _.._~~~. ..1.._ ..H1 __ ____ ., 1..1.. ., . .. . . , ;. ". The under.ianed agree. to be bound by the provi.ions of .aid l.ease" if the, above .asign.. .,.. .' i:~ .~ -' a.11alUDant. , . ' , ,1 ~ ':':"1 :.'., '.:. i, ~r ! . . ",:. 'I' Any notlc, in connection with this application or the undersigned'. 1nter~st 10 the leale de.1anated in th. foreaoina ...ignment œay b. .ent to the under.igned'. addres. .et forth 10 .aid,. , , . J . ' .0., " . ~.~. I.., ,. ~. (b) Aj.&y bond or reference thereto required by said regulations. " . .~ , , , , . . ~ .' . ," '~lalka cover1~g fil1na fee of $20.00; . ~ t Enclo.ed,w1th th1. app(1cat1on'aret I',. ¡' (a) ça.h, cþeck Of œoney order payable to the Department o~ Revenue of 'the State of ~, . '. . . . f í I ; . : t '. . , , , . " . . . I ". . . . ~ i :; under .pplicable,law and resulation.. ' , . .. 'the lands dOlcrlbed in item 1 of the above aalianment or .uch portion thereof a. ~ay be approved ; , . . ~ . ..... '.. .. . " , Y'!j- .; I .:,. .¡.:' i The under~1aned A..ianee hereby .requelt. approval o~ the above a..tanaent a. to .11 of , . .,' , ' .' ,'" ·'·',·:;··"'.,;··t·:~r.:~¡, ,) I ' ' ) , '. " " I ; . '. I, . I ., ....... of; , -Z ' .··.'·,1,-:'· l'l')(},t . " '. :, ". . . ~.;.;l ..-_ P,\'lI_~ ~ 6 ~--/Applic.tion· fö't: APptò"¡l'~b(."'Àtfianmenè---' , I ' ,,' '. " . ' ',.,i, 7!i,t· .: " ~ þ' /""'Î., ,. :1'< ".,,:' .. \. . , '. ':' -: 'I,':i , ... " ~i~! : !:.;. l:' .. ':~, ~ : ,. ·....1. '" ...::Ic[". :~}t~~'·' ;'. .,..; ";'I'i'l'~' . '?)i~~:~: . .'.' " ,.}...,/;~~,.\,~, .">! .,~J~·':t, "if1( ," ······,~:lf1ð;. ", .; ,',,;;¡" ;~!;. ',; ,.,:,,2~¥ "';~:',( '/' " .~~ '1 ~. \" I'" :i:.-[:. . , ; ;': ¡ . .:'- -'-j ~i ...~..~ ''';'''!~ ~.;,,:~¡> !.:_i-I~:~ ,., ,'è: I,? . ilo. ., .\ .;." , "';'h::~1 ," '~;..~~\ e"·, ·1 J . .' ~ ~~~~~ \ '~ ,~ " ... "~f' " . ,f 't- O I, -:!; ':. . '~'l" ,.. ".'..,' r:, ~ ..- I ..',.' "0 :.' _ '- 0 .', .\'~" ....... 4t' .1'. ~\." \ /~,.... ~ J.,'- ,.~ ~ ~.. !'V~ ,. .} 8r4te Of" ~. Ú01C1 i''- '. , ,"~ . .~-? 'j . , .. :j', ",' \.. \f;::, --f.. ' . f~? " ":t; ", ".0:1j:1 <':'\tLt ',l·f. .~. ;.', ·.·~tt,t ' ···lIff·'·· . ·,,;Jitft.,~ .";f'~'~:11· , :t\f~~ . '.), ~ ~I~..~; . r j-.. ".). I ~ .~..... ~ . ' ,I- ,; ,. " i~:· .-.þ.... -;., '- '~~ ; . ~ : . ~.. . .. , I ;.-;. ..,.,..: .~ ¡ ."¡': j í. " , ...... ,:..,.,.- '.. -':(--»'.:._\'" f"~q_..- .. , , ."* ....~..., ë".i,f. . ......-ir" ,... .. Unilr"d States of America ) SU418 of A/.~ka ) $4 THIS IS TO CERTIFY that the foregoing Is a tuU. true and oorrec& copy úf the original as the same ~f8 in the f'8COIà8 and files 01 I'R'. I)f/'ce. It, I ..,¿ WITNESS WHEREOF. I have hereunto let my hand irh8Ve afll"a~i mr~~!!CJal Sff. "ffìcial I at Faifbenks, Alaska. thia .1 t . Q,; 'Vi -.:~ . 19 ,Cf f . . . ~ t! - : ):: ~ . 0,.. - _ _ .' 'J - ...', ~ : . " , \ > ,.-; . .... y."} "-\'-' - .¡; . . " . ,. . . I I ·~~.r ~." ::'!.. ..' ,_..~ >'i:' ~..(. ~'. ;'-:.:' . "'t.., , .. . . '. . .. " :; . ~(.' . ·fr iil:;f II~'; -.J: ~ -.. ' ,. .. ".- :.' . ,- .; C\~;Øf £. #. ~4,e~.1LA st~·.· Distri~ JMc0rder. ~ ð' ~ - 1ñ)4 -............ . ~;. ¡, ---, . _. t~_ . . ., . ~ " " ,.. '." ~,. ,. J' 'Î ~, c . .', . 1--'':- '-,'" , - . I.,; .~~ --- .IHI~ I~ EXHIBIT"7'"¿l" refÞrred tD in the Aflli.avit 01. _ ~. D· ~JC./éll-lf Sworn bevore me this '2-þ . ~, . dau:d;~~~ ~~':S.A. . 1~Z/ 9 ._.~c~-;r~k~:' . IN AND f~ TltI.$~.o~,~¡Jt~Al.~tÔ~f . Bamáter arid $oiicltor American ASSIGNMENT WHEREAS, under date of December 3, 1968, General Oî1 Company of Texas entered into an agreement in writing entitled "Joint Venture Agreement" with T. J. Miklautsch and C. Burglin of Fairbanks, Alaska, a copy of which agreement is attached hereto; and WHEREAS, said Joint Venture Agreement pertains to the following two State of Alaska oil and gas leases: Lease ADL-34622 which covers the following described tract of land in Alaska: T. 12 N., R. 14 E., D.M. Sections: 3, 4, 9, 10; and Lease ADL-34623 which covers the following des~ribed tract of land in Alaska: T. 12 N., R. 14 E., D.M. Sec. 5: All 640 ac. Sec. 6: All 577 ac. Sec. 7: All, excl. PLO 1571 430 ac. Sec. 8: All, excl. PLO 1571 580 ac.; WHEREAS, Exxon Corporation succeeded to the interests of General American Oil Company of Texas; and WHEREAS, by instrument dated March 13, 1970, Exxon Corporation assigned to Atlantic Richfield Gompany (hereinafter sometimes called "Atlantic") one-half of Exxon Corporation's interest in and to State of Alaska Lease ADL-34623, subject to the terms and provisions of said Joint Venture Agreementj and WHEREAS, by letter dated June 11, 1975 (but received by Atlantic at a later date), T. J. Miklautsch and C. Burg1in gave written notice of the termination of said Joint Venture Agreement in accordance with paragraph 12 thereof; NOW, THEREFORE, to the ex~ent,. and only to the extent ,that Atlantic may be obligated to do so by virtue of Atlantic's aforesaid interest in ADL-34623 and in accordance with said paragraph 12 of ø ý "" it'~, ,~.. ,. :.",.... L~ ,*, '. :, \~, THIS IS EXHIBIT".3 ,4, .. re~rn,. rred, to in, the,Af~dâ~tof dlrt-I? f)., ttltfL/llUr Sworn b:;; me this~ da~. Of/~~c~ i I ç(.~~'~r~~(¿, IN J fJPt;;E ·PJ/tiVÏiÑCi:. Of AlBEBT/IC ,'\Y:,A. MacOONAlO ~J!¡~m€itf)t and SOlloltor ~"-''f'-~'<''''L ..",,-...' """~.' f..... __u.....'<.'~~I~.'.'*'......"··..?·_..,....",,,d-.... .........,.\..:_'ftItooo.'Io.....-·,·...-..··""""".....·_I-'.·...··....'~ '--1~,"~jf ...... ¡!Iy...I",..."-..,.......,,.......- &·_I\'._"·,.-t-""._"·' _-.1......,_...-,.,:... '.'.,";,. ) 'J 1~')l/lct1 ,1. ,:::J(iJa,tltl.1c/~ ¿~ ~ j,jO:;Í,tlC.1 " -!P-!:.J-"" \::>< . ,....,:..,;... ..".",__'1: ) -.~t""-~;:i-;¡"~:iii~W';"~~A ~~ ~...:~( \;-~~!;£;;~;~g~:~~~,;:~ . ( rn~1 Olllce: (lo~ J Falrb.,nk'. ^la5k~ 99701 Ar~o1 C!)IJ~ ~07 452·5503· <152·5571.452.5574 ,~~¿ ;:~?<~~~;~;~~~t~~~~~:~;~l .. '. June 11, 1915 - .....~#"." , ' . .,.: ~ -.:.¡; " .. I Exxon Company U.S.A. Box 2180 Houston, Texas 77.001 ........'. ,:-,>"., . \ .. Q;·ðj~ Re: State of Alaska Oil and Gas Leases ADL34ú22. 34623 Dear Sirs: . -:j;·¡~:·~;~:.J,,:~;¡;;S1tk~¡:,,~~,.J ~ I We have recently concluded a trade with Gulf Oil Corporation to sell to Gulf our undivided one-half interest in State of Alaska Oil and Gas Leases, Numbers ADL 34622 and ADL 34623. As you know, these interes~s are presently subject to tl\e joint venture agreement of December 3, 1968, between us and . General American Oi1 Company of Texas, whose interest was subsequently assigned to you through your predecessor in title, Humble Oil and Refining Company, by instrument dated as of September 21,1969. In accordance with paragraph 12 of the Joint Venture Agreement, you are notified that such agrcement is cancel1.ed on the 30th day following your receipt of this written notice; and request is made, under, such paragraph, that you, as successor in interest to General ~erican, assign to us our 507. interest in the venture as set forth therein. ,. .:,..2·.~~'~';r2~~~7~-;:··:··,,:~~~~~·~b~:~~. ~ "(0' ,. . ''":'" O~..- .' II" , . . , , , . ';_....:':>~:¡.:,.;. ~. ..~ ',. .~.~ ~:-,J~·~i' ..' , .', , ~ . "'.... ·'···~f,~ <, ".1~"J' ;.:. .,::'~;~:~2~::·~:.~'1 ' " C~lf is aware of your position under thesè lease~ 3nd of our intention to terminate the prescnt Joint Venture Agreemcnt 31? hendn providc.d. '{au may be hearing from them shot"tly' in view of their future joint participation with you' in these properties. ).'".. . ...\..... . . .;;;:~~~:~;~~:~~,:~~~ - Very truly yours, to: ~ ... ~Ä Clifford Burgl!n /;~~ \ . , : i iJ~t:cn: i1 . .. , cc: Gu1£ 011 Co. Ml:1nt 1c Richfield Gcncral NnCriCLln Oil Co,., . , i r : ( E X II I D I T If D I: -.",.- ·C-' said Joint Venture Agreement, Atlantic Richfield Company hereby assigns to T. J. Miklautsch and C. Burglin their respective interests in the Venture as set forth in paragraph 1 of the Joint Venture Agreement; subject; however, to the provisiòns of paragraphs 3 and 4 thereof which shall continue to be applicable to the interests of the parties in the leases regardless of the termin- ation of the Joint Venture Agreement. IN WITNESS WHEREOF, this agreement has been duly executed v~ ,Hr day of July, 1975. this ATLANTIC RICHFIELD COMPANY By (~ i'( * i', STATE OF ALASKA ) ) THIRD JUDICIAL DISTRICT ) The~egOing instrument was acknowledged before me this c::1..5~ day of . ~~ ~ ,1975, by O. G. Simpson, Attorney in Fact for Atlantic fie1q?Company. ~. ~ ~/~~ in and ~~Ska. expires: 8/3/78 -'"'>.... . ,-'.. '.' >~, . . .. '" I ~ ~~ --~s~:. ....: :. ..:~·5 "::t :.~:. :~;. -~'.~: ,~.. . . . ro-:-. .- :\·~t:·~:;¡~~?i~\~.~t~~-/ .~.~--- ~ Denotes Key Passages I, THIS IS EXHIBIT".$ tt· .. } reti.ref rred, to in the AfJil~it ~f ~ (XArt.. 0.. f17J.l QÚ /.- ¡/1' 77 0411- A . 26 Sworn bejore me. this~ "Gulf -MBH Settlement Agreement d~. f,J~~~~~:J! · Orl.M~~YI· 'I'M/V IN AN Fð'X~"PR6~'ÑGI 0 . .ALBE RTA V.A. MEticD,ONALD GULF -jlVlstri~if.Ê~·J.· AGREEMENT ) This Agreement, Conveyance and Acknowledgment is executed as of the ~ day of April 1977, by and between GULF OIL CORPORATION, a Pennsylvania corporation (' 'Gulf I ,) as Buyer, and T. J. MI.KLAUTSCH of Fairbanks, Alaska ("Miklautsch"), CLIFF BURGLIN of Fairbanks, Alaska ("Burglin"), and CHARLES HAMEL of Watertown, Connecticut ("Hamel") as Sellers, with Miklautsch, Burglin and Hamel being for convenience herein sometimes referred to as "MBH." WHEREAS, immediately prior to May 16, 1975, MBH jointly with Exxon Corporation ("Exxon") were members of a Joint Venture (the "Venture I ,) which owned interests in Alaskan Competitive oil and Gas Leases Nos. ADL 34622 and ADL 34623 (the , I Leases' , ) ; WHEREAS, in addition to such Venture interest MBR owned a $4,000,000 production payment payable out of a portion of the gross proceeds from the Leases (the "$4 MPP") and asserted certain claims against Exxon, et ale in respect of the Leases; WHEREAS, by Letter Agreement dated May 16, 1975 ("May Agreement"), MBR agreed to sell their entire interest in .the Leases to Gulf on certain terms and conditions; '-' WHEREAS, because of disputes with Exxon, et ale which resulted in the filing of multiple lawsuits and other problems, the transaction contemplated by the May Agreement was not consummated, although Gulf did pay $7-1/2 million as part performance of Gulf's obligations thereunder, and MBH,' after attempting to terminate the Venture Pursuant to its terms, Purported to assign to Gulf an undivided one-half' interest in the Leases by instrument dated July 14,1975 (the "1975 Assignment' '). WHERE.AS, Gulf and MBH have now reached a settlement with E~on, et ale (the , 'Exxon Settlement Agreement", a copy of which is attached hereto as Exhibit A) and,desire to consummate their agreement 'with each other on thef9llowing basis: 1. . Gulf agrees that MBH may keep the Seven Million Five Hundred Thousand Dollars ($7,500,000) paid to them in 1975 and concurrently herewith, shall pay to MBHc#n additional sum of Seven Million Five Hundred Thousand Dollars ($1,~00,000). 2. MBH hereby conveys to Gulf all of MBH's rigbt, title and interest in and to the Venture, t.he Leases and all claims against Bxxon, et al. relating to the Leases, in truB t , .however, for Gul f and MBH as their in teres t appear below: (a) T.he 40% working interest referred to in Subsection (4)(c) of Section I of the Bxxon Settlement Agreement is beneficially owned 80% by Gulf, 14.4%, by M4klautsc.h, 3.6% by Burglin and 2% by Hamel! and each of tb.e.m agrees to contribute all 0:£ .his or its interest in said working interest to a limi ted partnersbip (tbe "Partnership·) to be organized under a form 0:£ agreement attached hereto as Exhibit B (the "Partnership Agreement-), and executed concurrently herewitb. (b) The $7-1/2 million production payment referred to in Subsection (4) (a) 0:£ Section I of the Settlement Agreement is beneficially owned 50% by Gulf, 36% by Miklautsch, 9% by Burglin and 5% by Hamel. Immediately upon receipt of aJJ assignment of the legal title to the ~ Pt. McIntyre Preliminary Legal Package Documents Exhibits Page 301 2"6 J .~ ) ) 770411-A.26 Gulf-MBH Settlement Agreement $7-1/2 million production .payment, Gulf sball reassign an undivided 50% interest in and to sucb legal title to MBB in the .proportions sbown above in full remittance of its trust obligation to do so. (c) All rigbts and pz:ivileges .in connection wi tbthe drilling of a special exploratory.well (tbe "~pecial Well") w.bicb may be drilled UJ'J.der Subsection 7 of Section I of the Bxxon Settlement Agreement are (including all rigbts of information in connection therewith) owned by Gulf. However, at sucb time as Gulf bas recovered the 500% of its costs out of production from said well as provided for in tbe Bxxon Settlement Agreement, the Partnership shall bave the same interest in sucb well as it has in said working interest i~ tbe remainder of tbe properties covered by, tbe Partnersbip Ag~eement. ( d) Tbeoil and gas operating rigbts surroUJ'J.ding tbe "Hamilton ·Well" are owned and sball be operated as partnership property the same .as tbougb said rights were never segregated from said Lease ADL 34623. Tbe"Hamilton Well" referred to berein covers a farmout of oil and gas operating rigbts dated Marcb 12, 1969, a Quitclaim and reassigmnent of wbicb is being made to Bxxon, et ala UJ'J.der Section II of tbe Exxon Settlement Agreement, tbe same well to be subsequently included in an assigmuent to Gulf under Subsection 8 of Section I of tbe Bxxon Settlement Agreement. (e) The Partnership shall assume and bear the full burdens attached to the GAO net profits interest referred to in Section II of the Exxon Settlement; Agreement. . MBB, . to the exclusion of Gulf or tbe Partnersb.ip, sb.all be tb.e owners of the net.profits interest in State ot Alaska Leases ADL 47464, 47645, 47646. and 47467 which is to be assigned to tbem pursuant to Subsection 3 of Section IV of the Bxxon Settlement Agreement. When assigned, tbe said net profits interest sball be owned 72% by Miklautscb, 18% by Burglin and 10% by Hamel. (f) When, if and as Gulf acquires any interest in Block 1. T-12-N, R-4-E., U.M. or Blocks 7, 8 or 9, T-13-N, R-14-E., D.M., State of Alaska (the "Subj ect Lands"), Gulf agrees to convey to MBH an overriding royalty equal to two and one-half per cent (2-1/2%) of the Market Value of the Petroleum Products attributable to the interest so acquired by Gulf (exclusive of lessor's royalty) which are produced from, and sold or used off, any·of the leases covering such lands. For purposes hereof, the terms" Market Value" and "Petroleum Products" have the meanings assigned to them in the Partnership Agreement. 3 . If Gulf acquires an interest in any of the Subject Lands and within 180 days thereafter conveys a undivided fractional interest in a lease to a third party solely for Gulf's costs of acquisition, the interest so acquired by the third party shall not be considered to have been acquired by Gulf. If Gulf acquires an interest in any of the Subject Lands and within 180 days thereafter conveys an undivided fractional interest in a lease in exchange for an interest in a lease covering other lands (regardless of whether any adjustment is paid or received in cash to reflect the difference in cost of acquisition of each such interest), the interest so conveyed by Gulf shall not be subject to the above overriding royalty, but the interest so acquired by Gulf shall be subject to a like overriding royalty. If Gulf's interest is pooled or unitized with other interests, said overriding royalty shall be calculated on the basis of \ .J Pt. McIntyre Preliminary Legal Package Documents Exhibits Page 3022,&7 , I ~ ~ ~ ) 770411-A.26 Gulf-MEH Settlement Agreement Gulf's share of the combined interests. In all other cases, any transfer of an interest in which MEH has an overriding royalty shall be made subj ect to such overriding royalty. If Gulf acquires or contracts to acquire an interest in a lease from a co-owner other than by purchase, no overriding royalty shall' be granted with respect to such interest. 4. All other agreements heretofore entered into between the parties to this MEH Settlement Agreement or other claims asserted by one party against the other are hereby terminated. EXECUTED on the dates set forth below, but to be effective as of the day and year first set forth above. Date: 4-29-77 GULF OIL CORPORATION Joseph O. Carter Attorney in Fact By Date: 4/11/77 T. J. Miklautsch T. J. Miklautsch Date: 4 /11/77 C. Burglin Cliff Burglin Date: 4-11-77 Charles Hamel Charles Hamel THE STATE OF Texas COUNTY OF Harris BEFORE ME, the undersigned authority, on this day personally appeared T. J. Miklautsch, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE this the ~ day of Apri 1 .... 1977. Barbara P. Browne Notary Public in and for Barbara P. Browne Notary Public in and for Harris County, Texas My Commission Expires March 15, 1978 THE STATE OF Texas COUNTY OF Harris Pt. McIntyre Preliminary Legal Package Documents Exhibits Page 303Z68 ,. " . ~',\ ~ .J ,~ ~ ") ') 770411-A.26 Gulf-MBH Settlement Agreement BEFORE ME, the undersigned authority,· on this day personally appeared Cliff Burglin, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE this the ~ day of ..L. 1977. Barbara P. Browne Notary Public in and for Barbara P. Browne Notary Public in and for Harris County, Texas My Commission Expires March IS, 1978 THE STATE OF Texas COUNTY OF Harris 1\pril BEFORE ME, the undersigned authority, on this day personally appeared Charles Hamel, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE this the ~ day of ..L. 1977. Barbara P. Browne Notary Public in and for Barbara P. Browne Notary Public in and for Harris County, Texas My Commission Expires March IS, 1978 Pt. McIntyre Preliminary Legal Package Documents Exhibits April Page 302.6, 1. 1 " J. 1 ,: 'U U 4: 1 U : ;j::> r.'\À. ~1U1 I> t:S :I .¡ U ;} 1 1:;--" '.) !. ~f Lt:(;AL--ALASKA bp William H,. Colbert AssiS1:int Goner,1 Counsoi Via Facsimile (907t 452-5203 November 1, 2002 Mr. Jack O. Hakkila C/o C. Burglin P.O. Box 131 Fairbanks,.A.K 99707 14 002 o BP ExplOrnlo" IAIi15h) Inc_ 100 ~. 'e"son Blvd. Anchorage. AK 911508 '.0. Boac 196612 Anchor.,.. AK 99519-6512 Switchbo,rd: (9071 $~'-S111 Facsimile: (901) 5$4-4ð3' THIS IS EXHIBIT"? A " r'lrn..rre~,. '.to jA, the. 8fILdavit of ., rJ4L-~_ v . __ f1l}/L1t..1 LA Sworn be~re., m.8 this--'b. dit}~ .~ ~~ . OA;zr-:. A I . .. IN AN!) FOR HIE PROVINCt:. ~.~r.:ftJ.. C?rt-I t:..- " .A.M4Ritil)ONALO ~g:~Ci'i' ~1tr»d C'o lie t;,2>O It or Reference: ACL 34623 Dear Mr. Hakkila: I have received the letter dated October 29, 2002, that you addressed to R.L. Skíllern concerning unitization of ADL 34623. All futur~ correspondence and contact with BP should be directed to me at the address é!bOVê, and not to Ms. Crandall, Mr. Skillern or other BP employees. You have not provided any information that establishes your alleged ownership interest in ADL 34623. Without an o\'Vnersr,ip interest, you have no standing to petition for unit expansion. Sf will not support your efforts to uritize a lease in which you have no ownership interest. Regards, .~~ cc: Brian T. fV1cLaughlin, counsel to J, Hakkila Kerr & Ward, L,L.P, P.O. Box 2858 Midland, TX 79702 Krissell Crandall, BP R.L. Skil\ern, BP Jim Ruud, ConocoPhillips John Gallogly, ExxonMobìl Camille Oesch Ii Taylor, AOGCC Commissioner d ø.: == 8 ~ > pooflt) o o~ Øot II) I riI 0\0\ f¡j~0\t-- Cl)ftSC't c8 CI)..!Ii: .. ~ b = = ..:IC'J)<~ ~::d .. C't ~\OCI)It) ~ N:~ ~\Ojâ .. CJ t-- == =C't (.) <.. ~ ...= > ø.. o Øot riI E-4 C'J) ! ¡ 11 I! !I 'I II ¡ , II I! î I, , ¡ I. ) ) IN THE SUPERIOR COURT FOR THE STATE OF ALASKA AT ANCHORAGE In the Matter of: Jack o. Hakkila and Arctic Basin Industries ) ) ) ) ) ) ) General American on Company) of Texas et at ) ) ) Plaintiffs ORDER Vs, Defendants Case No.: 3 AN-99-9114 CI After consideration it is hereby Ordered: 1. That the term of lease ADL 34623 be suspended effective December _ , 2002 and not be permitted to lapse except by Order of this Court; and 2. That the State of Alaska, Division of Oil and Gas and the Alaska Oil and Gas Conservation Commission are from enjoined terminating lease number ADL 34623 on or after December 8, 2002. AND THE GROUNDS FOR THIS ORDER ARE THAT: 1. Permitting the lease to lapse will prejudice the proper determination of the interests of the Plaintiffs in lease ADL 34623 and prevent any possibility of pursuing exploration and production activities if additional third by interests are introduced by re-selling the interests in lease 34623. 2. That it is necessary to preserve the status quo of the parties pending the hearing of the principal action. Dated this _ of December, 2002. Superior Court Judge #3 ) ) A LAS K A OIL & GAS CON S E R V A T I ON C OM MIS S I ON FAX 907-276-7542 PHONE 907-279-1433 FACSIMILE TRANSMITT ALSHEET PHONE NUMBER:, :::: ,Joe/;¡ f!f;~~ ~ TOTAL NO. OF PAGES ,i<CLuiNIcf!! / I SENDER'S REFERENCE NUMBER: TO, ¡af/tI Ôl;líe1i//;)I/./ COMPANY, / /J C {J 7 FAXNUMBEIC I RE: YOUR REFERENCE NUMBEIC .~ 99 I;¡;¿ / o URGENT DFOR REVIEW 0 PLEASE COMMENT 0 PLEASE REPLY 0 PLEASE RECYCLE NOTES/COMMENTS: La r I/Lj /9oçe (!, !i/~/;. jé'//e~ Of'C2U;¿ ;:Lt'?? !l/únzl177 úI/¿FP/ylL 1/] f' ¿1/r¿ /-af'--é-, o/r¿ac-/y //.e/¿,. }e/Þ¿?of /v/,,/,-,/c. / ()£!C¡;phOJ1/).' _. '... d\. ",' 'ç> , I. . / / . ~,. /,/1/.... / cr Ct//£}?Já/C?/7(( ?'ifJ.xí'll / é / i ;7 v/c p! . / / ¿:2 /7 c}-·( . ., ~1 {!O/J!?þ11l;- ¡:/Ieo/' f/!3/cq, :J/~¿ c/~þc;·/1ed, /" AOGCC 333 WEST 7TH AVENUE, SUITE 100 ANCHORAGE, AK 99501-3935 d ~ ~ Ii :> y-ill) o O~ ø.. 10. r.l 0\0'\ f-c 0\1'- C/J~CdC'J ~ ~.!:s:: .. ~b~~ ~rn<µ.. rj~ ..C'J III :æ:\O~1J) :æ: N ~ M II ~\OI-cO\ o I .= 0\ Ii .. (.)1'- I = s:: C'4 ¡ (.) <.. ¡ ..... .&:: I :> Øot o II ø.. I ¡ ~ ,I C/J . i , 1 ì ) ) ¡ j ! i ; , : Ii I' ,I ¡ ( ~ ; 1 ¡ j ~ ¡ > J I Ii J j In the Matter of: I ¡i ¡ Jack o. Hakkila and ¡ i 1 Arctic Basin Industries :1 ¡ ¡ ; j ¡ ¡ : ¡ : ¡! : ¡ j I IN THE SUPERIOR COURT FOR THE STATE OF ALASKA AT ANCHORAGE ) ) ) ) ) ) ) Ge·neral American Oil Company) of Texas et ale ) ) ) Plaintiffs RECEIVED DEC 192002 Alaska Oil & Gas Cons. Commission Anchorage vs. Case No.: 3 AN -99-9114 CI Defendants ENTRY OF APPEARANCE The Law Offices of Stepovich Kennelly & Stepovich, P.C. enters its appearance on behalf of the plaintiffs in the above captioned matter. All future motions, papers and pleadings may be served on ~1'ffS by mailing the same to the address listed below. DATED this day of:Z day of December 2002. STEPOVICH KENNELLY & STEPOVICH P.C. 626 K Street Anchorage, Alaska 99501 (907) 279-9352 /..-.'.-... --"-". ~/~ ./7 ;( t '.'Æ By: (¡ l// <>U¡~~ ../ cl'-V( I' I' Ted Stepoviclt/ ABA No. 8711113 . : ; , , : Defendants Alasl(a Oil & Gas Gons. Commission Anchorage GENERAL AMERICAN OIL COMPANY ofTß~S HUMBLE OIL AND REFINING COMPANY GULF OIL COMPANY PHILLIPS PETROLEUM, INC. EXXON COMPANY, U.S.A, INC. EXXON CORPORATION ARCO ALASK,\, INC. GULF OIL TI1~UST, GULF OIL COMPANY, TRUSTEE CHEVRON, T.T.S.A. CHEVRON, U.S.A. TRUST, CHEVRON, U.S.A., TRUSTEE E.t~ON CORPORATION TRUST, EXXON CORPO~rION, TRUSTEE BP &~LORATION, (ALASKA), INC. STATE OF ALASKA, DIVISION OF OIL AND GAS, ALASKA OIL AND GAS CONSERV ATION·COMMISSION, CHARLES E. COLE, MICHAEL KOTOWSKI, CAR.OT~ (WITjJ{INSON) L~~,. DAVID JOHNSTONE, DEC 1 92002 RECEIVED Vs. :3 A1fÞf1.Þf( ltfe:Þ Plaintiffs, ./ Jack.O. Hakldla and Arctic Basin Ind1.1stries, In the District Court For tIle State of Alaska In Anchorage, Alaska .Jack o. Halddla P.O.BoxI90083 Anchorage, Alaska 99519-0083 (907) 522-5940 t t, 1. )., Page Two. .JuriS(lietion. COMPLAINT COME NOW the 1)1:,intitr.~ by an(l through .Jack O. Hakkil;., l)ro se, of Box 190083, Anchor:tge Alaska 99519-0083 and for the causes of action ;tgainst Defel1(lants, colnplain and allege as follows. JURISDICTION Phtintiff .Jack o. Ilakkil;, has been a resident of the St;tte of Alaska since .June, 1969. Arctic Basin Industries has been domiciled in Ala.~ka since 1981. I. Juck O. Hakkila ~o-reed to represent C. Burglin vi:, a'sales agreelnent regarding his interests in Pt. Mcintyre leases ADL 34622 and ADL 34623 in August, 1990. 2. II;tloola fiIrtberlnore assigned a portion ofbis interest~ in the s:aIes agI-eelnent to Mark Alexander of Houston, Texas. 3. Thereln:tining interest was a.~signed to Arctic B;tsin Industries of Anchorage, Alaska.. 4. Througb association with Alexander, Ilakkila l)ursue(I;, rigorous investigation oftitIe on the leases in order to cons\unluate a sale to a Inajor oil cOlnpany in Houston, Texas. 5. The title investigation was doctllnentcd by Hakkila and Arctic Basin 111(lustries. 6. A title cur...tive was pro(luCt..,"(l by Arctic Basin Industries for C. BurgUn for his use in litigation 3e0'3inst E:'\.,~on U.SA., Inc. and Arco AIas~ Inc. in the period 1993-97. 7. This title curative was forward(,"(l to Burglin's attorney, Charles E. Cole. 8. Burglin settled with Exx0':1 COlnpaoy, U.S.A., Inc. and Arco Alask~ Inc. on August 14, 1997' in an out of court settlelnent. 9. B\u·glin's title was not cured as conteluplated by ABI in forwarding this title inforlnation to Burglin an() his attorney Charles E. Cole. ' 10. Burglin has subsequently oftered sitty-five percent of his interests in ADL 34622 ao(l ADL 34623 to Jack O. Ilakkila as tbey luay be defin(,"(l through litigation of· his interests originating trOln the Decelnber 3, 1968 joint venture agreeloent with General.AJnerican Oil COlopany of Texas. 11. .J;lck O. lIakkil;l bas agreed to convey his interests in Burglin's leases as they IlIay be defin{,"{) through litigation to include dalnages to Arctic B;lsin Industries. 12. Mark Alexnnder has been inforlned of cooteloplated litigation and has declined to I)articipate in this litigation. 13. Venne is l)roper in District Court for the State of Mask;t at Anchorage since record title for the leases has been held in the otñ{,"es of the Division of Oil and Gas, whose offices have been located in various offices in l. }. . .. Page Tlu-ee. . .Jurisdiction. 14. AnCllO....ctgC throughout the period 1968-1999. Likewise the offices or the Alaska Oil and Gas Conservation COIDlnission bave been located in Anchornge tbrougb the period ofI968-99. Key ëtgreements affecting tbe title curative pl·oeess have been forwëtrdedt.o the offices of the Division of Oil and Gas. The Inost recent settIelnent between Burglin, Exxon COlllpany U.S.A., Inc. and Arco Alaska, Inc. was in a case brougbt fOI1:h in tbe r.rhin:l Judicial District in Anchornge, Alaska. COMPLAINT \ 15. The Alaskët Oil and Gas Conservation COllllnission is cbargcd with looking after the Correlative Rights of working interest owners ill oil al)(l gas leases, royalty owners, lienbolders, (lebtors or any other parties with an interest arising out of tile lea..~es. The offices of the AOGCC are locatcd ¡tt 3001 Porcupine in Nortb MOlmtain View, Anchorëtge. rrhis offi<.,'C is supervised by three COllllnissioncl·s who servc onapl)OilltIllent by thc Governor \ of the State of Alaska. 16. The Division of Oil and Gas in the State of" Alaska Del)artlnent of Natural Resources is cbarge(1 witb the rcsponsibility to trëtck title, so th¡tt the AI¡tskët Oil and Gas Conservation COllllllission can prol)Crly aUocate a division of interests in the Ic¡tses to the proper owners of" interest us the unit is produced. The Division of Oil an(1 G¡tS is loec..ted at Suite 806 in the Robert Atwood Building in downtown Anchorage. The Lease Enforcelnent Supervisor is Carol ("Vilkinson) Lee. Jalnes Eason is an clnployec of tbe Division of··Oil ëtn(1 Gas. . Mich¡tel Kotowski is an enlployee ofthc Division of Oil and G¡ts. 17. The originall)¡trty to Leases ADL 34622 and ADL 34623 was ThOlll¡ts .J. Miklautscb. lIe was awarded these leases in a lease sale which took place on AI)rill, 1967. - 18. Miklautscb ¡tssigned a twenty percent interest in the leases to his lease broker, Clifford C. Burglin in 1968. 19. On Dccelnbcr 3, 1969 Mikl¡u1Ísch and Burglin entered into ajoint venture ~o-reelnent with Genentl .AInerican Oil C0l111)any of rrexns, ¡t COlnl)¡lny bas(,,"(l in D¡tUas, Texas at that thne. Phillil)S PetroleluD subsequently acquired this colllpany. 20.Burglin has reln¡tined us the only original joint venture partner throughout the period Decelnber 3, 1968 through August 14, 1997 when be Inost reœntly settled with Exxon U.S.A., Inc. and Arco AIask~ Inc. 21. In forlning the Dccclnber 3, 1968 joint venture, J\'likl¡lutsch and Burglin assigned fifty percent of their interests to the joint' venture in exchange for stock and a IJroduction IJ¡tytnent. Title to the relnaining fifty percent WëlS to be held in the nalne of Gener..1 AIuel·¡can Oil COlnpany of1'exas 'for convenience sake.' t. L Page Fow-. Complaint. 22.0n Sel)telnber 21, 1969 General AInerie.~n Oil COlnpallY sol<I its fifty percent interest in ADL 34622 antI ADL 34623 to Hlunble Oil COlnpany. 23.Robert K. Riddle, Lands Manager for lhunble Oil COInp:tny, recorded 1000/Q ownership in tbese two leases for E:xxoll. No new joint venture was forlned between Humblc Oil and Refining :tnd Mildautsch and Burglin. 24.Arco Alnska, Inc. received a twelve an :tssignlnent of interest of one-balf of the interest of Hlunble Oil and Refining COInpany in ADL 34623 on March 13, 1970. 25. Froln the tÏlne that Hlunble Oil COlupany recorded a one bundred perCcnt ownership interest in ADL 34622 and ADL 34623~ The State of Alaska Division of Oil an(1 Gas has refused to acknowledge the interests of Burglin, (Iespite the £~ct that there was an attelnpt by Arco Alaska, Inc. to enter an assigmnent into the Division of Oil aud Gas files on behalf of Burglin. 1.'hroughout the period Septelnbele 23, 1969 to August 12, 1999, tIle St:tte of" Alaska has In:tÏntained tb;tt owner~hip of these leases was vested one hundred þercent in lbuuble (now Exxon, U.S.A., Inc.) and its assignee Aroo Alaska, Inc. and Arco Alask.~ Inco's assignee British Petroletuu, U.S.A. 26.Burglin et al attclllpted to sell their interests in ADL 34622 and ADL 34623 to Gulf Oil COlnpany in 1975. The Division of Oil aD(1 Gas never accepted these assignloents. Exxon COllll)any U.S.A. and Arco Alaska, Inc. sued Miklautsch, Burglin, and Ha.mel. ' 27. Settlelnent of the litigation resulted in two settleluent ~wreelnents, the April 29, 1977 Exxon Settlelnent ~wreelnent al)(1 a siInultaneous Gulf..MBII Settlelnent Agreeluent. 28. The Exxon Settlclnent AgrL"elnent and the Gulf..MBII Settlelncnt 8ewreelnent were to work as follows. The Exxon Settlelnent Agreelnent l)rovi(led thnt Miklautsch, Burglin, and IJalnel could keep the l)ayw.uent of $7.5 luillion received frOID Gulf Oil COInl)any. Gulf Oil COlnpany would ,hold the interests of Miklautsch, Burglill, and Halnel in trust whilc they (lrilledfor oil. 1:11ese interests of MBH consisted of the lease interests of Mikl:udscb and Burglin, their rights title and interest in the venture(s), and all clabns against Exxon COlnpany, U.S.A. At the tÎlne that Gulf produced oil n IÎlnited partnership wOldd be forlned in wlticll Gulf wou"l serve as generall)artner, and MBH would be lilnitec:IIJa,rtne.os. 29. The Exxon Settlelnent ~areelnent c:.rvcd out an extr:l ten IJercent for Exxon on ADL 34622 and an extra 10 percent for Arco and Exxon on ADL 34623. The State of Alaska has had a COIJY of the first 30 IJages of this ~areelnent since it was forwarded to thcln in 1992. The copy is in the Division of Oil and Gas. (note that the shteen exhibits fo this ~wreelnent which were also forwanle(l by Mr. Burglin to the Division of Oil and Gas C:ln not be located in the DOG files). Mr. Mike Kotowski 3(bninisters the unit files in the Division of Oil and Gas. He Inaintains that doctunentat.ion of the Exxon Settlelnent ~oreelnent is of no interest to the State of Alaska and is :to internallnatter between Exxon and Burglin. 1 L Page Five. Complaint. 30. Gt.dfOil COlnl);tny drilled two dry holes on ADL 34622 and plugged and ;tbanë:loned the wells. Consequently no IÍlnited partnersllip was forlned. The interests of MBH relnained in the Gulf Oil rrrust with Gulf oil as trustee for MBII. Gulf"Oil COlnpany never produced a trust ~OTeement for MBH. 31. Gulf Oil COlnpany sold their interests to Chevron U.S.A. Consequently Chevron becalne trustee fOl° MBH's interests, ns thcy wouhl have al)peared in the Gulf Oil Trust. 32.Chevron 801(1 their interests to Exxon COlnpnny, U.S.A. Exxon COlnpany woul(1 now becolnc trustee for MBH's fifty percent interests in ;uIdition to owning their fifty percent interest in ADL 34622 and the Joint fifty percent interest in ADL 34623 which tI~ey owned with Arco Alaska, Inc. 33. In 1988, Exxon nod .A.rL"O deci(led to IJroduce the Pt. ~clntyre Field along with their partner in adjoining lea.~es, Bloitish Petrolclun. Exxon represented to Miklautsch, Burglin and Balnel that they were general pnriners in·a Ihnit(.~l partnership and pt.u·ported to buyout the lilnited partnership interests of MBH in a IJartnershilJ which had not been forlned. 34. This purchase rest.dte(1 in litigation to deterlnine the valuation of these 'partnership interests.' 35. MBIllost their lawsuit in .Judge Black's Jurisdiction in I-loustOIl, Texas. 1.'hey alJpeaIed to the Fifth Circuit Court of ApIJC;ds in New Orleans and lost. Case No. 92-2415 W;tS heard before Circuit Judges Garwood, D;tvis, and Slnith with Circuit Court .Judge Slnith ruJing in fitvor of the PI;tintif[~. 36.A ~;twsuit W;tS filed in the Third Judicial Court in Anchorage, AJaska in 1990. rThis c;asc wns continued once the aplJCal was colnpletcd in the Fift.h Circuit in New Orleans. AnI IJroduCC(1 a title curative for review by .. Burglin wbicll he forwarde(l to Charles E. Cole. Mr. Bt.uoglin settled with Exxon COlnpany, U.S.A. out of court. TIns settlelnent was sealed by Judge I-Iolland. 37.At the tÎlne that MBII sucd Exxon COlnlJany, U.SA. in the e;trly 1990's an indepeòdent consultant verifie(1 th;tt 280/0 of the Pt. Mcintyre Fiel(llies on ADL 34622 an(l ADL 34623. ~ 38. Recent IJublication of" field IJroduction by the Alaska Oil and Gas Conservation COlnloissioll shows that Pt. McIntyre has now produced 275,000,000 barrels of oil. This field has a subsbtntial life of production including the flowing of oil froln ADL 34623 which has not been produced at this tune and which appears to be on a bigh lJOint of the structure. 39.A prOIJcr title cur;ttive which rcverses each assignlDent of interest as it affects Burglin's original ten IJercent interest in the Decelnber 3, 1968 Joint Venture Agreelnent, would IniniInally show a ten percent interest in twcnty eight IJereent of300,000,000 b;trrels of oil. The value of this oil could be IniniInally assessed at ten L . " Page Si~. Complaint. 40.Million U.S. doll~\IOs per barrel at the wellbeud. The value of this 8.4 Il1illion b;\rrels c01.ùd therefore be illllnded at eighty four Inillion dollars. 41. This title curative W;\s produced for review by Ch;\rles E. Cole, attorney for C. Burglill. Mr. Cole pro(luced an unknown settlelnent for ßurglin which has been sealed by Judge Holland. 42. Gulf Oil COInpany ;\s trustee at no tÏlne produced a trust doculueut for MBII, nor did they activate the Gulf:' ~IBII Lhnited P;\rtuership tJnoougb tbe require(1 production of hydrocarbons. . 43. Chevron, U. S. A. had a t.rust responsibility to MßII. At no t.ime did they produce a trust doc\unent for re'VÏew by MBII. 44. Defendant Exxon COInpany, U.S.A. ba(1 a responsibility as tJ·ustee for t.he trust reSI)()nsibiliöes inherited froln Cbevron U.S.A. At no tÏ1ne did Exxon COInpany U.S.A. proc:luce ;\ trust docmnent for re'VÏew by MBB. 45. DeSIJite the entry of the Exxon Settlelnent ~wreelnent an(1 the GulfMBII Settlement Áecrreelnent in the files of the St.,te of Alaska, the iInportant shteen exhibits to the Exxon Settlelnent Agreelnent are not available in the lease filcs for ADL 34622 and ADL 34623. ~46. On October 13, 1993 ;1, Ineeting w;as callt,"{} at the conference roo In of the Alaska Oil and Gas Conservation COlnlnission at 3001 Porcupine in Anchorage AJaska. AJI p;u-tics with interests in the respective leases iIn(ler consi(ler..tion to be included in the Point McIntyre P;\rticipaöng Area of the Prtu)hoe Bay Unit were invited to ;l,tten(l. The Ineeting was called for 9:00 a..ln. Mr. Hakkil;1, ;\tten(I(,~1 as a personal relJresentative of Cliftòrd Burglin and on his own behnl£ Other p;trticiIJ~nts convened ;u-ound the wnter cooler until 9:20 a..ln. at which thne Mr. Johnstone on behnlf of the COllllllissioners related that this Ineeöng was ac:ljourne<1 as tIlere were no Inatters for considerntion to present. This action prevented II;l,kkila on behalf of his own and BUl"glin's interc~"Í froln aplJearing before a Ineeting to discuss ownership interests in the Pt. McIntyre leases being considered for unitization into the Prtu)hoe Bay Unit. 47. At the tÏ1ne of the Exxon SettlClnent Agreelnent, Phillips Petrole\un, successor in interest to Gene~tI Atneric;\n oil COlnpany received interests arising frOln a well drilled by Halnilton Brothers on ADL 34623 which were assigned to Burglin. These interests have not been :lssigned to Burglin at this time. 48. A breach of contract has occurred through the willfid, fi-=uululent, intentional, reckless and/or negligent acts alul representations of those defend;ints who were assignees of the rigbts derivec:l &oln Gencral Alnerican Oil COlnp;any of Texas as those rights were assigned to Hlunble Oil an(1 Refining COlnpany an(1 its successors an(1 heirs. These defcnd;\nts did not continue in good faitb the original Decelnber 3, 1968 joint venture with Miklnutscb and Burglin. They deliberately conce;l,led the existence of" the Decclnber 3, 1968 joint vent"'re agreelnent wOln the files of" thc Di'VÏsion of Oil· ;uul Gas. At the titne of the Exxon SettIelnent ÁeO'J"eCment, Exxon carve(1 an addition;" ten percent for itselffroln ADI~ 34622 and Exxon and Arco carvec:l five percent alJiece wOln Miklautsch, Halnel an(1 Burglin. This ;tgreelnent delnonstrates;t sitty IJercent interest in ADL 34622 for Exxon and a thirty lJercent ownership for Exxon in ADL 34623. Arco is shown to own thirty lJercent in ADL 34623. A further breach of contract occurred through the failure to create The Gulf Oil Trust by Gulf Oil Company and to serve as trustee for the interests of MBH as spelled out in the Exxon Settlement Agreement and the Gulf -l\1BH Settlement Agreement. This breach of contract continued as Chevron, U.S.A. and Exxon Corporation succeeded Gulf Oil Company as trustees for MBH. ).. }'. Page Seven. Punitive Damages. 49. A willfld, fraud1dent, intention~tI, and reckless act occurred when Exxon Corporation and Exxon COlopany, U.S.A. attempted to acquire interests wOln MBH in a non-existent generall)artncrsllip for which they were trustee in 1989. 50. In acquil~ing interests of" the non-existent generall)artnership, Exxon breached its trust responsibilities by creating a non-existent Ihnite(1 partnershil). Previous allegations have heen that Exxon violate(1 fiduciary resl)Onsibilities as a general p~,rtner. The fraud1dent representation that these assets had been created through the Pl"oduction of oil by G1df" Oil COlnpany~'nd the fitilure for Exxon to recognize that as trustee they held all claims against Exxon in trust are a (leliberate breach of" contractan(l brench of trust reSI)Onsibilities. 51. As a direct resldt of the fra1ubdent, intention¡"', recldess and/or negligent acts and representations by Defen(lants, the breach of Defcndants' obligations held in trust by PI~tiDtiffs, and other breaches set forth in tbis colnplnint, pl¡tintitr.~have been dnlnaged an(l hereby claÎln a si'rty-five IJercent interest in ten percent of ADl./s 34622 and 34623 through an 3!,....eement with C. Burglin dated August II, 1999 an aln01mt in excess of" si'rty-tive I)ereent of $84,000,000, tbis alnount to be proven at trial. This claÎln is ~øainst successors in interest to General Ainerican Oil COlnpany in the Decelnber 3, 1968 Joint Venture, naluely Phillips Petrole1un, H1unble Oil COlopany, Exxon Corporation, Exxon COlnpnny,U.S.A., Arco Alaska, Inc., G1df Oil COlllpany, Chevron U.~. A." and British Petrole1un Exploration (Alaska), Inc. 52.AItern¡ttively, Defendants as legal owners to tbe rigbts' of· Burglin, wbose rights were in trust to Gulf Oil COll1pany, Chevron, U.S.A., and Exxon Corporation, cl¡tÌln a breach in integrity in the ban(Uing of tins trust relationship. Plainti:ff.~ have been (l¡unaged by this breacb in violation oftrnst resl)OnsibiIities an(l are entitled to (lam ages in a<-"Cord with apI)licable Alask¡t Statutes and I)roof at trial, but in excess of $54,600,000. 53. The State of Alaska Division of on and Gas breached it.~ resl)Onsibilities by deliberately concealing inforlnation it has tb~tt showed BlIrglin to have a working interest in leases AD L 34622 ao(1 ADL 34623. T PUNITIVE DAMAGES I. A p¡attern of muul and luisreprcsentatioo presents itself throughout the hao(Uiog of title on behalf of Burglin tbroughout the InallY transfers of interest arising out of the Decelnber 3, 1968 Joint Venture with Geneloal AmeriCêul on COlopuny of 'l"ex~ls and therefore entitle Plaintiffs to I)unitive (Ialn¡tges in an aloount in accord with I)roof at trial, but in excess of $10,000,000. Page Eight. Prayer for U.elief. } Ì-..- PRAYER FOR RELIEF WIIEREFOltE, Plaintiœ~, alul each ofthelD, request that tbe Court enter judgelDent in their favor a.~ follows: I. For colDpensatory dalDages in excess of $54,600,000, for Plaintiffs at trial, but in accordance with proof at tilDe ortrial; 2. Punitive dalD:tges in :\0 alDouot in excess of $27,000,000 in ac(,,"Ordance with proof at tilDe of trial for Plaintiffs. 3. Costs aDd Attorneys fees in pursuing this action; and 4. For suell :uul further relief as tbe Court IDay dcclnjust and equitable. Dated at Anchor:tge, Alask~ tbis thirteenth day of August, 1999. Ch rf,- Ð, 7d~,,- C¡~k O. IIakkila. P.O. Box 190083 Anchorage, Alaska 99519-0083 ~ ) ) IN rl'H.E DISTRICT/SUPERIOR COURT FOR rl'H.E STATE OF ALASKA AT Anchora~e ) ) ) ) ) ) ) ) ) ) Plaintiffs " '; l > -tÞ .~tC, ~ '....- ~ ",. ," ..'~ ~e.-'" &, \..¡,"\ ,~ <,.J \::~.~" .A "f- . ",p \. . ..,,? \~'\ \ ,,~,. \ ,..' "''''7'0 . ~,r" .~,. & !.P(~-: .,.~,,\ ö ----::'\"-<::7 '. ~.., '\. .J' .... ,..0 ..........-.......' ~~ n --~.....'\ -~_f d ,i',...r tj ~ '...~:\ . y..... -:v "t'),,/" '1'\ ~ .'') ~ .......... ~7 - ~".-""\ y.~ .. Case No. 3AN-99-9114 Civ y~ ~'-ó:> Amended Complaint '~\ ú' Jack O. Hakkila, and Arctic Basin Industries, vs, Exxon Corporation, et aI I, Jack O. Hakkila true to the best o£my knowledge: , state upon oath or affirmation that the followiDg facts are 1. As noted in an affidavit filed with the c01l11 on Deceinber7, 1999, this complaint is being filed in Superior Court as opposed to District Court for the State of Alaska. 2. The namiDg of defendants. will include Exxon Mobil Corporation, successor to Exxon Company, U.s.A. and Exxon CorporatioJl. 3. Hamilton Brothers Oil Company of Calgary, Alberta will be added to the compl~int. They are now owned by BHP Petroleum, Canada, Inc. BBP Petroleum, Canada, Inc. has recommended serving the legal department at BHP PetroIewn in Houston, Texas. These companies wiD both be served summoDS. 4. Item Number 24 should state, "Arco Alaska, In&. reœived an assignment of interest of one-half of the interest of Humble Oil and Refining Company in ADL 34623 on March 13, 1970. 5. Item 40 whim is a continuation ofitem 39 should read as follows regarding the sentence which begins on page five under item 39, "The value of this oil could be minim:."y assessed at ten U.S. doDars per barrel at wellhead." 6. The pJaidfjf[~ request that the complaint be brought forward without prejudice under Article I, Section 207 of the Uniform Commercial Code. The plaintiffs would like this case to be tried under equity law as opposed to admiralty law. C'~ ck <Ú ") 1 cJJlJ,~ .....J.."\ ( , . ( , Cj ~. -. ,c- Signature, Jaek O. Hakkila P. O. Box 190083, Anchorage, Ak. 99519-0083 Subscribed and sworn to or affirmed before me at If /7 (',/"1(" ..r~5.f2. ,Alaska ' on i'7- - R - 7 t:., . , . ~ fY\( ~- ~f-;u-~ _...........,'''~\ Oè.&AfCourt, Notal')' Publi,..,f oth~.tPeJ.S04 ;--~ªf;(fI}\\.. authorized to administer oaths. ~ ~~~~~. . ~~~ 'It My commission expires: W I er ¡ill . (. ~ . I. ' ~ .. . ~ ~. f ~.... ~ .. \ . .r;. ~ ~... ,. . ~ tf.~'Q\ · · : , ~,I~. ~.~~, ~~i:-,1 ,::;a. ~~~.. · .-:!3 ~..,:., tP~~Šj-ÅTföf~~ \, ~JClÀt.. O't.-~ ',\"",,,- #2 ) CZ'-_··'--· , lZl.Â£J .. .._, -"_,,~,_,.,, "'JD. . Jack O. Hakkila Clo C. Burglin P. O. Box'!31 Fairbanks, Alaska 99707 Fa;x: (907) 452-5203 Calgary, Alberta October 29, 2002 Mr. R. L. Skillern (907) 564..5200 BP Exploration (Alaska), Ine. Mr. JÌIn Ruud (907) 263-4933 Phillips Alaska, Inc. Mr. John Gallogly (713) 656-0280 Exxon/Mobil Production Company . Gentlemen: Re~ Unitization of ADL 34623 By the accompanying letter dated September 3, 2002, Krissell Crandall, Sr. Landman, BP (Exploration) Alaska, Inc. states intentions of allowing ADL 34623 to expire for re-bidding in the October 2003 areawide lease sale. We are in the process of preparing our claim for owner.ship in the lease for presentation to Mr. Colbert as she has suggested. We believe that this lease is being drained by production from ADL 34622 accordhig to AOGCC maps of the Kuparuk Formation as it extends to ADL 34623. We also bave otber reasons to believe that this lease is already being produced and that Sadlerochit production from this lease i~ also being drained from ADL 34622. Consequently, I would like to ask that you join us in a voluntary petition to enjoin ADL 34623 within the Prudhoe Bay Unit. as part of the ~t. McIntyre Field. Because of the short time limits prior to the December 8, 2002 expiration date, we need a response to this request within five days. Please note that I am traveling and may best be reached by fax at tbe above address. Sincerely, A P ~. ~~()r )~~~ ~ck O. Hakkila Copy to: Alaska Oil and Gas Conservation Commission (907) 276-7542 Witness: C. Burglin RECEIVED OCT ~~ 2002 Alaska Oil & Gas Coos. Commission Anclwrage #1 ""'..<\ ~ \..... ....-.J/, ...... ~ ..W"~ ~" L_... ..... .... . FILE No.734 09/10 '02 09:54 ID:KERR&WARD ) FAX:915 684 9997 PAGE 2/ 3 -... .j' V.~ ~. bp o KrisseH Crandall $,. ....tlom.J1 ~'.IIU bplol.,ion ., ~ltp'Þr.~4D1'I (.....,., a.... 100 I. '.0. ..ve.. Áftltl.e.-, AK "IS. , .0. I.M ,....,. AM"",.e, AM. "1'~"11 '.I."~'tØ: 1"'1"'·'11' tHr,01; (tn' .......sn ,.x: tto1)~"JI . f.m.": Þ-n.lltI-.,.w", September 3, 2002 www...,.oöm Mr. Jack O. HakkHa P,O. Box 190083 Anchorage, AK 99619..0083 Refer.nca:· ADL 34623 'Dear Mr. HaKkila: Thank you for your tetters of March 30 and June 1, 2002 expressing your interest in farming...in to ADL 34623. BP Exp'cra1ion' (Alaska) Inc, cper8~es ADL 34623 on behalf of itself. ExxonMobil Production Company ("Exxon") end Phillips Alaska, Ine. ("PhíUips"). BP, Exxon and PhiUips are tht working interest owners in the tease, with 60%, 25% and 25% owner$hip, respectively. BP, Exxon and Phillips are continuing to e"aluate options for our jointly held acreage IOCl'ted to the North of Prudhoe Bay Unit, ~nd are not interested in pursuing I sale or farmout ofADL 34623 at this time. If we do not progress activity on the fease, it will expire and the ecreage win be available for bidding at the October 2003 areawide lease s.ie. tn your 'etter, and in varloU$ telephone conversations with reprØ$entativ.s of Exxon. Phillips and BP" you essert that YOLJ have some sort of interest in ADL 34623 86 a $UCcessor 10 Ctiff Burglin pursuant to an agreement between the two of you dated August 13, 1999. As of August 13. 1999, Mr ~ Burglin did not own any interest of record in AOl34623 that he could have transferred to you. . Mr. Burglin was a former timited partner in Gulf MBH-Alaska, which was a former working interest owner in ADL 34623. Mr. Burglìn sold his limited partnership interest to Exxon in 1989. Mr. Burg/in cannot transfer I partnership interest 10 you in 1899 that he already sold to Exxon in 1989. You ~8em to claim 1hat you h~ve succeeded to Mr. Burgnn's "rights" under the 1977 Settlement Agreement wIth Gulf Oil Company that led to the formation of RECEIVED OCT ;1.$ 20i)"/ A\aSka Oil & Gas Cons. commission AnÓft>idge ~~. ····.-Jf~IIIf"..-. 1..--__. , ) FAX:915 684 '9997 PAGE 3/ 3 FILE No.734 09/10 '02 09:55 JD;KERR&WARD .... ", .¡ September 3, 2002 Mr. Jack Q. Hakkita Page 2 Gulf M6H~Ataska, We do not see' anybesi$ for your c'aim that the 1977 Agreement granted Mr. Burglin any rights with rEspect to AOl 34623 that survived his sale of the limited partnership interest to Exxon. Mr,Burglin and other limi'ed partners that sold th.ir limited partnership interests later sued Exxon, alleging frauct misrepresentation and breach of fiduciary duty arising ou1 'of the sale. The federal Fifth Circuit Court of Appeals ruled ìn fxx9n CQrpçral~,on V" RurQI~n, 4 F .3d 1294 (1993), that Mr. Burglin and thè other limited partners had no valid claims agaínst Ex><on. (Copy of decision 'enclosed.) Because Mr. Burgtin's claims against Exxon under ,the partnèrshìp agreemen1 were ruted invalid by the courts, the claims are still invatid regardtess of any purported 1r8nsfer of those claims '0 you. BP, Exxon and PhiUips ere wiHíng to review any addi1ional documents you can provide that you believe establish a chain of title that creet.s an ownership interest in yot,Jr favor. However., all future contacts with BP should be directed to our Assistant General Counsel, William H, Colbert, at the letterhead address above, Regérds, -#ð~ KrisséU Crandall Ene: fxx.9n C!)r~or~t¡ol),Y. ,BurqJ¡n cc: Brìan T. McLa~gh'in, çounsel to J. Hakkita Kerr &,Ward. L.L,P, P,O. Box 2958 Midland. TX 79702 Willì¡¡m Cotbeft. BP David Frazier, Exxon Paul Wharton, Phillips