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hereby agree to cooperate and act in good faith in arriving at a mutually
agreeable allocation and will provide to the other parties any reasonably
requested partnership records, agreements or previously filed tax returns."
6. Cimarron agrees to use good faith efforts to obtain a renewal of that
certain original Surface Lease Agreement dated November 1, 1974, by and among
Claude W. Meadows, Jr., Henry E. Meadows, Sarah M. Meadows Seay and Charles E.
Seay and PGP Gas Products, Inc. (more commonly known as the Ozona Yard
Interconnect with Oasis) and to assign such Surface Lease Agreement to Conoco.
7. Cimarron agrees to use good faith efforts to obtain a renewal of that
certain Easement No. 6552 granted by the University of Texas System and to
assign such Easement to Conoco.
8. Within 10 business days of the Closing Date, Cimarron agrees to
provide to Conoco and Enogex, respectively, all necessary title transfer
documents related to those vehicles more fully described in Exhibit A-Texas,
Schedule 2 and Exhibit A-Oklahoma, Schedule 2.
9. The Parties hereby agree and recognize that Exhibit A to the Purchase
and Sale Agreement, as attached to this Agreement and provided to the Parties at
Closing, shall supercede and replace in its entirety any previous draft of such
Exhibit A provided to the Parties.
10. This document may be executed in multiple counterparts.
IN WITNESS WHEREOF, the undersigned have set their hands on the date first
written above.
CONOCO INC. ENOGEX PRODUCTS CORPORATION
By: /s/ James L. Rockwell By: /s/ Roger A. Farrell
--------------------- --------------------
James L. Rockwell Roger A. Farrell
Manager - Business & Strategic Development Attorney in Fact
Natural Gas & Gas Products
CIMARRON GAS HOLDING COMPANY
By: /s/ Joseph L. von Rosenberg III
-------------------------------
Joseph L. von Rosenberg III
Vice President
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