Case: 19-12521

Doc: 590

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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE WESTERN DISTRICT OF OKLAHOMA
In re:

)
)
WHITE STAR PETROLEUM HOLDINGS, )
LLC, et al.,
)
)
Debtors.
)

Chapter 11
Case No. 19-12521-JDL
Jointly Administered

OBJECTION OF THE COMMISSIONERS OF THE LAND
OFFICE OF THE STATE OF OKLAHOMA TO DEBTORS’
RESTATED BID PROCEDURES MOTION, WITH BRIEF IN SUPPORT
The Commissioners of the Land Office of the State of Oklahoma (the “CLO”),
hereby files this Objection (the “Objection”) to the motion (the “Motion”) of White Star
Petroleum Holdings, LLC and certain of its affiliated debtors and debtors-in-possession
(collectively, the “Debtors”) for entry of an order authorizing (a) the sale of the Debtors’
assets free and clear of liens, claims, interests, and encumbrances and (b) the assumption
and assignment of executory contracts and unexpired leases in connection therewith. In
support of its Objection, the CLO would show the Court as follows:
I.

INTRODUCTION

The Motion seeks to transfer several agreements between the CLO and certain of
the Debtors, including leases of mineral interests owned by the CLO. By statute, any
transfer of a CLO lease is subject to the prior written consent of the CLO. While the
proposed Sale Agreement contemplates that CLO consent is required, it is unclear
whether the Debtors are contending that certain leases are not subject to such consent.
Out of an abundance of caution, the CLO files this objection to preserve its right to
approve any assignment of its leases.

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Further, the Debtors have identified certain agreements with the CLO that they are
seeking to assume and assign. The Debtors have identified the cure amount for each of
these agreements as $0.00. While the CLO is still performing an audit, upon information
and belief, amounts are owed under certain of these agreements, which amounts must be
paid prior to any assignment.
II.
1.

BACKGROUND

The CLO is an Oklahoma State Agency created by the original Oklahoma

Constitution for the purpose of administering the school land trust funds for the
production of income for the support and maintenance of Oklahoma common schools and
the schools of higher education.

The school trust assets include approximately 1.2

million mineral acres with approximately 5,500 active mineral leases.
2.

Certain of the Debtors are lessees under numerous mineral leases with the

3.

When an oil and gas company leases minerals acreage from the CLO, it

CLO.

enters into the CLO’s standard lease form utilized by the CLO on all of its mineral
acreage.
4.

The CLO’s standard lease form contains the following provisions (subject

to minor variations):
This lease shall be subject to the Constitution and laws of the
State of Oklahoma and the rules and regulations of the
Commissioners of the Land Office now or hereafter in force
relative such leases, all of which are made a part and
condition of this lease; provided, that no regulation made
after the execution of this lease affecting either the length of
the term hereof, the rate of royalty, or payment hereunder, or
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the assignment hereof, shall operate to alter the terms and
conditions of this lease.
[. . .]
No transfer or assignment of this lease, or any part thereof,
shall be valid, or convey any right to the assignee without the
consent in writing of the Commissioners of the Land Office.
A copy of the CLO’s standard lease form is attached hereto as Exhibit A.
5.

On July 12, 2019, the Court entered its Order (A) Approving Bid

Procedures for Sale of Debtors’ Assets, (B) Approving Stalking Horse Bid Protections,
(C) Scheduling Auction for, and Hearing to Approve, Sale of Debtors’ Assets, (D)
Approving Form and Manner of Notices of Sale, Auction and Sale Hearing and (E)
approving Assumption and Assignment Procedures [Doc. 290].
6.

On August 26, 2019, the Debtors filed the Notice of Bid Deadline

Extension and Revised Auction Date [Doc. 440], which, inter alia, set the deadline to
object to the proposed sale as September 19, 2019 and set the sale hearing for September
26, 2019 at 10:00 a.m.
7.

On September 12, 2019, the Debtors filed their Notice of Successful

Bidder, Proposed Transaction Documents and Proposed Sale Order [Doc. 514].
8.

On September 12, 2019, the Debtors filed their Notice of Assumption and

Assignment of Executory Contracts or Unexpired Leases and Cure Amount [Doc. 515]
(the “Notice of Assumption”), which listed certain agreements with the CLO. The
pertinent portion of such Notice of Assumption is attached hereto as Exhibit B.

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III.
A.

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ARGUMENTS AND AUTHORITIES

All CLO Leases Require Consent in Writing in Order to Assign
Section 363 of Title 11 of the United States Code (the “Bankruptcy Code”)

permits a debtor in possession to sell, other than in the ordinary course of business,
property of the estate. 11 U.S.C. § 363(b)(1). Sales under Bankruptcy Code section
363(b) may be free any clear of any interest in such property of an entity other than the
bankruptcy estate only if one of five conditions is met:
(1) applicable nonbankruptcy law permits sale of such
property free and clear of such interest;
(2) such entity consents;
(3) such interest is a lien and the price at which such property
is to be sold is greater than the aggregate value of all liens on
such property;
(4) such interest is in bona fide dispute; or
(5) such entity could be compelled, in a legal or equitable
proceeding, to accept a money satisfaction of such interest.
11 U.S.C. § 363(f). “Outside of the confirmation of a Chapter 11 plan of reorganization,
this section, which is applicable to debtors in possession as well as to trustees, is the sole
authority for the sale of property of the estate free and clear of liens, whether such a sale
is in the ordinary course of the debtor's business or not.” In re Inv. Co. of the Sw., Inc.,
302 B.R. 112 (B.A.P. 10th Cir. 2003) (internal citations omitted).
At least one court has held that a statutory restriction on the transfer of an asset
constitutes an interest in property under Bankruptcy Code section 363(f). See, e.g.,
C-Power Prods. v. Schiro (In re C-Power Prods., Inc.), 230 B.R. 800 (Bankr. N.D. Tex.

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1998). In C-Power, a Chapter 11 debtor held a legal malpractice claim against an
attorney that had previously represented it. Id. at 802. Under a plan of reorganization,
the Debtor transferred all of its causes of action to a third party pursuant to Bankruptcy
Code section 363(b). Id. When the transferee attempted to prosecute the malpractice
claim, the attorney objected, arguing that the claim could not be transferred due to a state
law statute that prohibited the transfer of a legal malpractice claim. Id. The court agreed
with the attorney. Id. First, the court recognized that although the claim was property of
the estate, the estate’s interest in the property was governed by state law. Id. at 803
(citing Butner v. U.S., 440 U.S. 48 (1979)). Second, the court acknowledged that the
statutory restraint on assignability “remove[d] from the general ownership interest the
right to transfer property,” which “amounts to an interest in the property.” Id. Thus, the
court held that in order to transfer the claim free and clear of the restraint on
assignability, the requirements of Bankruptcy Code section 363(f) must be met. Id.
Here, Oklahoma law prohibits the transfer of any CLO lease without the CLO’s
prior consent. The Oklahoma Enabling Act, which began the process of Oklahoma
becoming a state explicitly provided that the leasing by the CLO of any mineral interests
should require that “no transfer or assignment of any lease shall be valid or confer any
right in the assignee without the consent of the proper State authorities in writing . . . .”
Oklahoma Enabling Act, § 7, Pub. Law 59-234, 34 Stat. 267 (1906). This requirement
has been codified in the Oklahoma Statutes, which provide that “no transfer or
assignment of any lease shall be valid or confer any right in the assignee without the prior
consent of the Commissioners of the Land Office in writing.” Okla. Stat. tit. 64, § 1020.
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Similarly, the Oklahoma Administrative Code states that “[n]o assignment of a State
lease will be valid or vest any interest in the assignee until same is approved in writing by
the [CLO].” Okla. Admin. Code § 385:15-1-21.
The Debtors are prohibited by state law from transferring any CLO leases without
the CLO’s prior written consent. Under the ruling in C-Power, the restraint on the
assignability of CLO leases constitutes an interest in the leases that is held by the CLO.
The proposed Sale Agreement provides in Section 1.6 that the agreement “will not
constitute an agreement to assign or transfer and will not effect the assignment or transfer
of any Transferred Asset (including any Transferred Contract) if (i)(A) prohibited by
applicable Law . . . .” Sale Agreement § 1.6(a). The Sale Agreement further discloses in
Section 3.3 and the accompanying Schedule 3.3 that certain governmental consents are
required in certain leases:
2. Oklahoma Commissioners of the Land Office: Please note
that some of these leases require a bond by the assignee and a
nominal assignment fee. Other leases with the CLO do not
require a bond, but do require consent in writing.
See Schedule 3.3. Finally, Section 3.16 of the Sale Agreement states that the Necessary
Consents set forth on Schedule 3.16 must be obtained in connection with the conveyance
of the Transferred Assets.

Sale Agreement § 3.16.

Schedule 3.16 refers back to

Schedule 3.3.
While the CLO appreciates that the Sale Agreement contemplates that the CLO’s
consent is required, there is concern in that Schedule 3.3 refers to “[o]ther leases with the
CLO” as requiring consent in writing in order to effect a transfer. To avoid any doubt,

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the CLO maintains that all leases with the CLO require consent in writing. To the extent
the Debtors are maintaining that only some of the CLO leases require consent in writing,
the CLO objects.
B.

The CLO Objects to the Proposed Cure Claim
Bankruptcy Code section 365(a) provides that a debtor may assume or reject

executory contracts.1 If an executory contract is in default, a debtor may only assume
such contract if at the time of assumption, the debtor:
(A) cures, or provides adequate assurance that the [debtor]
will promptly cure, such default . . .;
(B) compensates, or provides adequate assurance that the
[debtor] will promptly compensate, a party other than the
debtor to such contract or lease, for any actual pecuniary loss
to such party resulting from such default; and
(C) provides adequate assurance of future performance under
such contract or lease.
11 U.S.C. § 365(b)(1).
The Notice of Assumption lists multiple state land leases with the CLO. While the
CLO is still in the process of conducting an audit of these leases, it contends, upon
information and belief, that amounts are due and owing under certain of the leases.
Specifically, the CLO maintains that the following amounts are owed under the leases:

Gas Deductions on Check Detail
Gas Valuation

Underpayment
$ 130.58
$116,897.06

1

Interest
$
49.80
$ 37,279.66

Total
$
180.38
$154,176.72

Nothing herein shall be deemed an admission by the CLO that any agreement
constitutes an executory contract. The CLO reserves all rights to argue that any
agreement identified by the Debtors as an agreement to be assumed is not subject to
assumption or assignment.
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Oil Deductions
$ 118.34
Oil Valuation
$141,310.93
Late payment interest - CLO
Late payment interest - OAM
Total Due: $258,456.91

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$
24.51
$ 26,735.59
$ 26,000.06
$
359.20
$ 90,448.82

$
142.85
$168,046.52
$ 26,000.06
$
359.20
$348,905.73

Accordingly, the CLO objects to the proposed cure amount identified in the Notice
of Assumption.
IV.

CONCLUSION

WHEREFORE, the Commissioners of the Land Office of the State of Oklahoma
object to the Debtors’ attempt to assign any agreements with the CLO without
(i) obtaining the CLO’s prior written consent and (ii) paying any necessary cure amount.

Respectfully submitted,

/s/ Clayton D. Ketter
Clayton D. Ketter, OBA #30611
PHILLIPS MURRAH P.C.
Corporate Tower, Thirteenth Floor
101 North Robinson Avenue
Oklahoma City, Oklahoma 73102
405.235.4100 – telephone
405.235.4133 – facsimile
cdketter@phillipsmurrah.com
Attorneys for the Commissioners of the
Land Office of the State of Oklahoma

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EXHIBIT A

 

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Tract No CLO Form 7-1 (revised May 12. 1998)
Sale

Lease No. 5%

THE STATE OF OKLAHOMA

OIL AND GAS MINING LEASE
(3 YEAR PAID-UP LEASE)

This lease is made and entered into in duplicate, on by and between the Commissioners of the Land Of?ce of the State
of Oklahoma. Acting for and on behalf of the State of Oklahoma, parties of the ?rst part hereinafter designated as Lessor, and 
party of the second part. Hereinafter designated as Lessee, whose post of?ce address is 2?

BIDDER BIDDER BIDDER (The post off address of Lessee for all purposes
hereunder shall be as stated until Lessor has received written notice of a change thereof.)

 
  
   
   
 
   
        
  
 
  
    
     
 
   
 
  
  
  
 
 
   
 
    
 
 
 
   
 

UNDER AND PURSUANT TO THE PROVISIONS or THE CONSTITUTION AND LAWS or THE STATE
OTHER PUBLIC LANDS BELONGING TO THE STATE OF OKLAHOMA, WITNESSETH:

MA RELATING TO LEASING SCHOOL AND

1. The Lessor acknowledges receipt of the amount of Dollars,
which constitutes payment in full of all Delay Rentals. 
and the covenants, stipulations and conditions to be observed and performed

Lessee for a primary term of three (3) years ??om the date hereof and
situated in the County of in the State of Oklahoma, to wit

plus the additional payment of
sums, the royalties to be paid,
tnisc, lease and let unto the

naftcr extended, the foil escribed tract(s) of land



Containing acres more or less, and does hereby grant
for, mine and extract all of the oil and natural gas deposits in or under said
natural gas and, subject to the terms of paragraph ll, be to occupy and use
necessary to carry on the work of prospecting for, extr
to obtain from wells or other sources on said land by me
Except the private wells or surface water of the surface 0
for fuel so far as necessary to the development and operatio

usive right and privilege to prospect and drill
ith the right to pipe, store, and remove oil and

ch of the surface of said land as may reasonably be
such oil, distillate, and natural gas. Also the right
ient supply of water to carry on said operations.
so, free of cost, oil, gas and casing head gas

 

and Of?ce of the State of Oklahoma or their
_as produced from the leased premises and a
ther hydrocarbon substances produced from any well or wells on
as the Commissioners may elect. The Lessee shall furnish to the
OSS production, at its of?ce in Oklahoma City, Oklahoma. Gas is
to of Oklahoma and the rules of the Oklahoma Corporation

2. The Lessee hereby agrees to deliv
successors, without cost into pipeli .
three-sixteenths 16) part of 211
said premises, or in licu there
Lessor certi?ed copies of 
to be metered on the 
Commission.

 
 

ets, sales, ship
accordance

enced on said land on or before three years from date hereof, this
for the drilling . are deemed to have commenced when a drilling rig is on location
ever, said operations for the drilling of a well may, for good cause shown, be extended by
6 primary term of this lease, if Lessee submits a written request for the same before the

 
 
 
 
  
 
  
   
    
 

elay Rental payment of $1 .00 per acre, per year for the last two years of the primary
paid, in full, at the time the lease is paid, and shall be received by Lessor before the lease is
ntal payments, the acreage listed in paragraph (1) shall be controlling.

5.
lease shall remain in fo

see shall commence drilling operations at any time during the primary term of this lease, the
hall continue so long as such operations are diligently prosecuted and, if production results
therefrom, then this lease 5 1 ed as to the stratigraphic equivalent of the producing intervals, if unspaced, and/or the producing
common sources of supply,a ,as long as production in paying quantities continues; provided that if a gas well is completed and shut-
in for lack of a market, Lessee sh' pay annually on or before the anniversary date next ensuing, the sum of One Dollar 00) per acre for
the first year and Three Dollars per acre for every year thereafter. It iS expressly agreed that this lease shall terminate as to all non~
producing intervals, if unspaccd, and all non-producing common sources of supply, as spaced, at the expiration of the primary term of this
lease.

5. (B) Within the last six (6) months before the end of the primary term, Lessee shall have the option to extend the lease, as to all non-
producing intervals, if unspaccd, andfor all non-producing common sources of supply, as spaced, above the said deepest producing interval or
deepest producing common source of supply, in exchange for a payment equal to 50% of the original bonus paid for this lease. Said payment
shall be made to Lessor, during of?ce hours, at its office in Oklahoma City, Oklahoma, and if not paid by the end of the primary term, this
option shall terminate. However, said option may, for good cause shown, be extended by the Lessor, beyond the primary term, if the Lessee
submits a written request for the same before the end of said primary term. If this option is exercised by the Lessee, its successors and
assigns, it shall terminate by the cessation of production in paying quantities or by other just cause.

 

 

EXHIBIT A

 

 

 

Case: 19-12521 Doe: 590 Filed: 09/19/19 Page: 11 of 24

6. Lessee will supply Lessor with a notice of intention to drill, such notice to be sent to Lessor?s of?ce in Oklahoma City, Oklahoma, at
lease ?ve (5) days prior to commencement of operations, unless a lesser time is agreed to. in writing, by Lessor. Lessee additionally will ?le
with Lessor a copy of the Oklahoma Corporation Commission Completion Report. and of the Oklahoma Corporation Commission Plugging
Report for each well in a unit of which this lease is a part, immediately upon preparation.

7. Lessee shall exercise diligence in sinking wells for oil and natural gas on the land covered by this lease, and shall drill a suf?cient
number of wells to directly offset the wells upon adjoining contiguous premises, said offset wells to be commenced within sixty (60) days
after commencement of marketing of production from the well upon such adjoining contiguous premises unless a longer time is agreed to in
writing by the Lesser, and to be prosecuted diligently and continuously until completed. The said Lessee shall operate the leased premises
for the production of oil and gas to the same extent as individual and corporate premises are being operated within the general oil and gas
?elds where such land is located. Failure to faithfully comply with either of these provisions shall be cause for cancellation of this lease.

8. Lessee shall carry on the development and/or operation of this lease in a workmanlike manner. and shall not commit. or suffer to be
committed, waste or pollution upon the lands in his occupancy and use. Lessee shall preserve the lands, and upon the termination of this
lease, surrender and return the premises to the Lessor. Lessee shall bury and maintain all pipelines below thirty (30) inches unless
written permission to bury pipelines at a shallower depth is obtained from the Commissioners of the Land Of?ce, pursuant to their rules and
regulations. Lessee shall obtain the consent of the Lessor on the location of any tank batteries andfor lease roads, which consent will not be
unreasonably denied.

  
   
   
  
 
 
  
 
   
  

1 the property of the Lessce, and may
it any nuisance to be maintained on the
fore abandoning any well, Lessee shall

9. All pipe, casing, equipment and incidentals of exploration, drilling and production sh
be removed at any time prior to or upon the termination of the lease; and the Lessee sh
premises; and shall not use said premises for any purposes other than those authorized in
securely plug the same in accordance with the rules and regulations of the Oklahoma
Oklahoma.

10. The Lessee shall keep an accurate account of all oil and gas mining a -c to the following: a log of
each well drilled, duly sworn to by the contractor or driller, original gas
schedules; information concerning litigation, settlement agreements, or 1
information concerning the operation and management of the lcas
Commissioners of the Land Of?ce or their representative on deman-
prices, dates, purchases, and the whole amount of oil and gas mined 
implements, tools and movable machinery or personal chattels used in opera
from the land herein leased as security for the payment of said royalties.

  
 
   
  
    
 

- of gas and oil. All
furnished to the

relating to sales the above, 
Lessee shall ep an accurate aceo owing the sales,
due a royalties sha a lien upon the
and also upon the unsold oil and gas obtained

 
   
 

   
       
    
 
 
 
 
  
  
 
 
 
 
 
 
 
 
  
  
 
 
 

11. The Lessee shall compensate the Lessor, ccrti? . ip lessee of the Commissioners of the Land Of?ce
for their respective interests as affected by Lessee?s . wners? compensation shall be established by
determining the comparable rate of compensation for sim c, . vities, considering any special attributes to
the property. in the event the amount of compensation cann
Lessor is not paid in a timely manner, the a ount may be reco

12 This lease shall be subject 
ofthe Land Of?ce now or he
regulation made after the exe

hich are made a part and condition of this lease; provided, that no
th of the term hereof, the rate of royalty, or payment hereunder, or

 

on thirty (30) days notice, by registered mail to the last known address of Lessee,
specifying or conditions viola person affected thereby may appeal in the manner provided by law; and the said
Commissione . on behalf of the Oklahoma, shall be entitled to recover from the Lessee, all royalties, charges, claims of every
kind and nature . arising out of and by reason of this lease, upon failure to comply with the provisions thereof,
and to take immedi 

       
    
  
  
  

surrender and wholly terminate all of any part of this lease upon payment of all liabilities then
accrued and due hereunder, - reise such right by ?ling a formal relinquishment and release of the said lease with the Secretary to
the Commissioners of the Lana ., cc, and Lessee speci?cally agrees to release this lease upon expiration, provided that if such lease has
been recorded in the county the release thereof must be recorded in the county prior to ?ling with the Secretary to the Commissioners of the
Land Of?ce.

16. The Lessee may

17. If Lessor herein owns a lesser interest in the minerals in the described land than the entire and undivided fee simple estate therein,
then the royalties and rentals herein provided shall be paid the Lessor only in the proportion which its mineral interest ownership bears to the
entire and undivided fee estate.

Page 2 of3

 

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18. Lessor makes no representation or warranty whatsoever with respect to its title to the lands leased hereby and Lessee shall be solely
responsible for satisfying itself with respect to the ownership of such lands. References to surface ownership herein shall be applicable only
as to that portion of the surface estate which is owned by the Lessor.

IN WITNESS WHEREOF, the parties hereunto subscribed their signatures on the day and year ?rst above written.

COMMISSIONERS OF THE LAND OFFICE
OF THE STATE OF OKLAHOMA

 

 
 
 
  
 
 
  
    
    

 

 

By:
Secretary

(Lessee)
By:
Secretary
ACKNOWLEDGEMENT F0
State of Oklahoma 

County ofOklahoma 

  

to, Harry Birdwell, to me known to be the person who
6 egoing instrument. as its Secretary, and acknowledged to
deed of such Commissioners of the Land Of?ce for

and for said Count
state of Oldahoma 

Personally appeared before me, the undersigned Notary Publ'
subscribed the name of the Commis?ouers of the Land on?
me that he executed the same as his free and voluntary act and
the uses and purposes herein set forth.

      
 
 
  
   
  

IN WITNESS WHEREOF, I have hereunto set my hand and Notary

My Commission Expires:
Commission No.

 

Notary Public

 

 

 

Notary Public

 

Titte
(SEAL)

ACKNOWLEDGEMENT FORCORPORATION

 

 

 

 

State of 

County of 
This instrument was acknowledged before me on by
Its President/Attomey-in-Fact of
(Company name)
My Commission Expires:
Notary Public
Title

(SEAL)
Page 3 of 3

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EXHIBIT 

Case: 19-12521

Doc: 590

Filed: 09/19/19

Page: 14 of 24

Debtor

Counterparty

Description

White Star Petroleum, LLC

Office of Natural Resource Revenue

Indian Land Lease
Lease #WSTR00103-000
Lease Name: BIA 14-20-20710958
County, State: NOBLE, OK;
Book\Page: 690\227

0

White Star Petroleum, LLC

Office of Natural Resource Revenue

Indian Land Lease
Lease #WSTR00107-000
Lease Name: BIA 14-20-20710963
County, State: NOBLE, OK;
Book\Page: 690\247

0

White Star Petroleum, LLC

Office of Natural Resource Revenue

Indian Land Lease
Lease #WSTR00109-000
Lease Name: BIA 14-20-20710962
County, State: NOBLE, OK;
Book\Page: 690\243

0

White Star Petroleum, LLC

Office of Natural Resource Revenue

Indian Land Lease
Lease #WSTR00113-000
Lease Name: BIA 14-20-20710961
County, State: NOBLE, OK;
Book\Page: 690\239

0

White Star Petroleum, LLC

Office of Natural Resource Revenue

Indian Land Lease
Lease #WSTR00115-000
Lease Name: BIA 14-20-20710959
County, State: NOBLE, OK;
Book\Page: 690\231

0

White Star Petroleum, LLC

Office of Natural Resource Revenue

Indian Land Lease
Lease #WSTR00116-000
Lease Name: BIA 14-20-20710960
County, State: NOBLE, OK;
Book\Page: 690\235

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD00232-008
Lease Name: STATE OF OKLA RO-29892
County, State: PAYNE, OK;
Book\Page: 2267\472

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD02255-000
Lease Name: STATE OF
OKLAHOMA
County, State: PAYNE, OK;
Book\Page: 44\73

0

Page 5 of 56

Contract Title

Est. Cure

 Case: 19-12521

Doc: 590

Filed: 09/19/19

Page: 15 of 24

Debtor

Counterparty

Description

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD02256-000
Lease Name: STATE OF
OKLAHOMA
County, State: PAYNE, OK;
Book\Page: 52\426

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD02257-000
Lease Name: STATE OF
OKLAHOMA
County, State: PAYNE, OK;
Book\Page: 52\423

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD02319-001
Lease Name: ST/OK CS-27620
County, State: PAYNE, OK;
Book\Page: 1894\955

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD02320-001
Lease Name: ST/OK CS-27621
County, State: PAYNE, OK;
Book\Page: 1894\958

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD02329-001
Lease Name: STATE OF OKLA CLO CS-28470
County, State: PAYNE, OK;
Book\Page: 1986\928

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD02728-000
Lease Name: STATE OF OKLA CLO CS-29197
County, State: PAYNE, OK;
Book\Page: 2087\924

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD02729-000
Lease Name: STATE OF OKLA CLO CS-29198
County, State: PAYNE, OK;
Book\Page: 2067\927

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD02730-000
Lease Name: STATE OF OKLA CLO CS-29199
County, State: PAYNE, OK;
Book\Page: 2067\918

0

Page 6 of 56

Contract Title

Est. Cure

 Case: 19-12521

Doc: 590

Filed: 09/19/19

Page: 16 of 24

Debtor

Counterparty

Description

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD02731-000
Lease Name: STATE OF OKLA CLO CS-29200
County, State: PAYNE, OK;
Book\Page: 2067\921

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD09455-000
Lease Name: STATE OF OKLA CLO CS-28106
County, State: PAYNE, OK;
Book\Page: 1941\660

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD09460-000
Lease Name: STATE OF OKLA CLO CS-28114
County, State: PAYNE, OK;
Book\Page: 1941\726

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD09462-000
Lease Name: STATE OF OKLA CLO CS-28115
County, State: PAYNE, OK;
Book\Page: 1941\714

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD09464-000
Lease Name: STATE OF OKLA CLO CS-28116
County, State: PAYNE, OK;
Book\Page: 1941\717

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD09465-000
Lease Name: STATE OF OKLA CLO CS-28117
County, State: PAYNE, OK;
Book\Page: 1941\720

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD09466-000
Lease Name: STATE OF OKLA CLO CS-28118
County, State: PAYNE, OK;
Book\Page: 1941\723

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD10029-000
Lease Name: STATE OF OKLA CLO CS-28107
County, State: PAYNE, OK;
Book\Page: 1941\684

0

Page 7 of 56

Contract Title

Est. Cure

 Case: 19-12521

Doc: 590

Filed: 09/19/19

Page: 17 of 24

Debtor

Counterparty

Description

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD10030-000
Lease Name: STATE OF OKLA CLO CS-28108
County, State: PAYNE, OK;
Book\Page: 1941\687

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD10031-000
Lease Name: STATE OF OKLA CLO CS-28109
County, State: PAYNE, OK;
Book\Page: 1941\690

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD10032-000
Lease Name: STATE OF OKLA CLO CS-28110
County, State: PAYNE, OK;
Book\Page: 1941\693

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD10033-000
Lease Name: ST/OK - CLO CS28094
County, State: PAYNE, OK;
Book\Page: 1941\612

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD10034-000
Lease Name: COMMISSIONERS
OF THE LAND OFFI
County, State: PAYNE, OK;
Book\Page: 1941\606

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD10035-000
Lease Name: COMMISSIONERS
OF THE LAND OFFI
County, State: PAYNE, OK;
Book\Page: 1941\609

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD10036-000
Lease Name: COMMISSIONERS
OF THE LAND OFFI
County, State: PAYNE, OK;
Book\Page: 1941\676

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD11466-000
Lease Name: STATE OF OKLA CLO CS-27074
County, State: PAYNE, OK;
Book\Page: 1798\310

0

Page 8 of 56

Contract Title

Est. Cure

 Case: 19-12521

Doc: 590

Filed: 09/19/19

Page: 18 of 24

Debtor

Counterparty

Description

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD11467-000
Lease Name: STATE OF OKLA CLO CS-27075
County, State: PAYNE, OK;
Book\Page: 1798\313

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD11468-000
Lease Name: STATE OF OKLA CLO CS-27076
County, State: PAYNE, OK;
Book\Page: 1798\316

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD11469-000
Lease Name: STATE OF OKLA CLO CS-27077
County, State: PAYNE, OK;
Book\Page: 1798\319

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD11470-000
Lease Name: STATE OF OKLA CLO CS-27078
County, State: PAYNE, OK;
Book\Page: 1798\322

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD11471-000
Lease Name: STATE OF OKLA CLO CS-27079
County, State: PAYNE, OK;
Book\Page: 1798\325

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD11472-000
Lease Name: STATE OF OKLA CLO CS-27080
County, State: PAYNE, OK;
Book\Page: 1798\328

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD11473-000
Lease Name: STATE OF OKLA CLO CS-27081
County, State: PAYNE, OK;
Book\Page: 1798\331

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD11474-000
Lease Name: STATE OF OKLA CLO CS-27082
County, State: PAYNE, OK;
Book\Page: 1798\334

0

Page 9 of 56

Contract Title

Est. Cure

 Case: 19-12521

Doc: 590

Filed: 09/19/19

Page: 19 of 24

Debtor

Counterparty

Description

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD11475-000
Lease Name: STATE OF OKLA CLO CS-27083
County, State: PAYNE, OK;
Book\Page: 1798\337

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD11476-000
Lease Name: STATE OF OKLA CLO CS-27084
County, State: PAYNE, OK;
Book\Page: 1798\340

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD11477-000
Lease Name: STATE OF OKLA CLO CS-27085
County, State: PAYNE, OK;
Book\Page: 1798\343

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD11478-000
Lease Name: STATE OF OKLA CLO CS-27086
County, State: PAYNE, OK;
Book\Page: 1798\346

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD11479-000
Lease Name: STATE OF OKLA CLO CS-26824
County, State: PAYNE, OK;
Book\Page: 1773\15

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD11480-000
Lease Name: STATE OF OKLA CLO CS-27087
County, State: PAYNE, OK;
Book\Page: 1798\349

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD11481-000
Lease Name: STATE OF OKLA CLO CS-26825
County, State: PAYNE, OK;
Book\Page: 1773\18

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD11539-000
Lease Name: STATE OF OKLA CLO CS-26935
County, State: PAYNE, OK;
Book\Page: 1786\207

0

Page 10 of 56

Contract Title

Est. Cure

 Case: 19-12521

Doc: 590

Filed: 09/19/19

Page: 20 of 24

Debtor

Counterparty

Description

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD11540-000
Lease Name: STATE OF OKLA CLO CS-26936
County, State: PAYNE, OK;
Book\Page: 1786\210

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD11544-000
Lease Name: STATE OF OKLA CLO CS-26937
County, State: PAYNE, OK;
Book\Page: 1786\213

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD11545-000
Lease Name: STATE OF OKLA CLO CS-26938
County, State: PAYNE, OK;
Book\Page: 1786\216

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD11546-000
Lease Name: STATE OF OKLA CLO CS-26940
County, State: PAYNE, OK;
Book\Page: 1786\222

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD11547-000
Lease Name: STATE OF OKLA CLO CS-26941
County, State: PAYNE, OK;
Book\Page: 1786\225

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD11548-000
Lease Name: STATE OF OKLA CLO CS-26942
County, State: PAYNE, OK;
Book\Page: 1786\228

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD11549-000
Lease Name: STATE OF OKLA CLO CS-26943
County, State: PAYNE, OK;
Book\Page: 1786\231

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD11550-000
Lease Name: STATE OF OKLA CLO CS-26944
County, State: PAYNE, OK;
Book\Page: 1786\234

0

Page 11 of 56

Contract Title

Est. Cure

 Case: 19-12521

Doc: 590

Filed: 09/19/19

Page: 21 of 24

Debtor

Counterparty

Description

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD11551-000
Lease Name: STATE OF OKLA CLO CS-26945
County, State: PAYNE, OK;
Book\Page: 1786\237

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD11552-000
Lease Name: STATE OF OKLA CLO CS-26946
County, State: PAYNE, OK;
Book\Page: 1786\240

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD11553-000
Lease Name: STATE OF OKLA CLO CS-26947
County, State: PAYNE, OK;
Book\Page: 1786\243

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD11554-000
Lease Name: STATE OF OKLA CLO CS-26948
County, State: PAYNE, OK;
Book\Page: 1786\246

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD13015-001
Lease Name: STATE OF
OKLAHOMA
County, State: PAYNE, OK;
Book\Page: 44\77

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD17760-001
Lease Name: ST/OK - CLO - CS28677
County, State: LINCOLN, OK;
Book\Page: 1955\494

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD18378-000
Lease Name: STATE OF OKLA CLO 9457
County, State: PAYNE, OK;
Book\Page: 2228\688

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD18379-000
Lease Name: STATE OF OKLA CLO 9456
County, State: PAYNE, OK;
Book\Page: 2228\692

0

Page 12 of 56

Contract Title

Est. Cure

 Case: 19-12521

Doc: 590

Filed: 09/19/19

Page: 22 of 24

Debtor

Counterparty

Description

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD18514-001
Lease Name: STATE OF OKLA CLO CS 27619
County, State: PAYNE, OK;
Book\Page: 1894\952

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD18515-001
Lease Name: STATE OF OKLA CLO CS-27537
County, State: PAYNE, OK;
Book\Page: 1889\788

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD18516-001
Lease Name: STATE OF OKLA CLO CS-27538
County, State: PAYNE, OK;
Book\Page: 1889\791

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD18517-001
Lease Name: STATE OF OKLA CLO CS-27539
County, State: PAYNE, OK;
Book\Page: 1889\794

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD18518-001
Lease Name: STATE OF OKLA CLO CS-27540
County, State: PAYNE, OK;
Book\Page: 1889\797

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD18519-002
Lease Name: STATE OF OKLA OSU RO-287
County, State: PAYNE, OK;
Book\Page: 1987\949

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD18551-001
Lease Name: STATE OF OKLA RO-29255
County, State: PAYNE, OK;
Book\Page: 2085\416

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD19466-000
Lease Name: STATE OF OKLA RO-29755
County, State: PAYNE, OK;
Book\Page: 2204\290

0

Page 13 of 56

Contract Title

Est. Cure

 Case: 19-12521

Doc: 590

Filed: 09/19/19

Page: 23 of 24

Debtor

Counterparty

Description

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD19467-000
Lease Name: STATE OF OKLA RO-29756
County, State: PAYNE, OK;
Book\Page: 2204\293

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD19468-000
Lease Name: STATE OF OKLA RO-29757
County, State: PAYNE, OK;
Book\Page: 2204\296

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WOOD19469-000
Lease Name: STATE OF OKLA RO-29758
County, State: PAYNE, OK;
Book\Page: 2204\299

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WST200222-001
Lease Name: STATE OF OKLA - EI4363
County, State: DEWEY, OK;
Book\Page: 1045\404

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WST200404-001
Lease Name: STATE OF OKLA - EI29453
County, State: DEWEY, OK;
Book\Page: 1511\47

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WST200405-001
Lease Name: STATE OF OKLA - EI29454
County, State: DEWEY, OK;
Book\Page: 1511\50

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WST200525-001
Lease Name: STATE OF OKLA - EI4644
County, State: DEWEY, OK;
Book\Page:

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WST200526-001
Lease Name: STATE OF OKLA - EI5420
County, State: DEWEY, OK;
Book\Page: 1352\133

0

Page 14 of 56

Contract Title

Est. Cure

 Case: 19-12521

Doc: 590

Filed: 09/19/19

Page: 24 of 24

Debtor

Counterparty

Description

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WST201212-001
Lease Name: STATE OF OKLA - UP343
County, State: DEWEY, OK;
Book\Page: 353\223

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WST201620-000
Lease Name: STATE OF OKLA - EI30934
County, State: ROGER MILLS, OK;
Book\Page: 2383\441

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WST201621-000
Lease Name: STATE OF OKLA - EI30933
County, State: ROGER MILLS, OK;
Book\Page: 2383\438

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WSTR12529-000
Lease Name: STATE OF OKLA - CS30820
County, State: GARFIELD, OK;
Book\Page: 2340\256

0

White Star Petroleum, LLC

COMMISSIONERS OF THE LAND OFFICE

State Land Lease
Lease #WSTR13710-000
Lease Name: STATE OF OKLA - CS27278
County, State: GARFIELD, OK;
Book\Page: 1945\905

0

White Star Petroleum, LLC

EnLink Oklahoma Gas Processing, LP

Gas Purchase Agreement
Amendment to Gas Gathering
and Processing Agreement
Dated: 05/09/2018

Amendment to Gas Gathering and Processing Agreement

0

White Star Petroleum, LLC

Macquarie Energy LLC

Gas Purchase Agreement
Base Contract for Sale and
Purchase of Natural Gas
Dated: 03/15/2018

Base Contract for Sale and Purchase of Natural Gas

0

White Star Petroleum, LLC

Energy Financial and Physical, LP

Gas Purchase Agreement
Base Contract for Sale and
Purchase of Natural Gas
Dated: 06/01/2016

Base Contract for Sale and Purchase of Natural Gas

0

White Star Petroleum, LLC

Laclede Energy Resources, Inc.

Gas Purchase Agreement
Base Contract for Sale and
Purchase of Natural Gas
Dated: 06/13/2016

Base Contract for Sale and Purchase of Natural Gas

0

White Star Petroleum, LLC

4 AM Midstream, LLC

Gas Purchase Agreement
Joint Use Agreement
Dated: 07/21/2017

Joint Use Agreement

0

Page 15 of 56

Contract Title

Est. Cure