Preview
CAUSE NO. 2015-47031
QRE OPERATING, LLC § IN THE DISTRICT COURT OF
§
Plaintiff, §
§
vs. § HARRIS COUNTY, TEXAS
§
ROGER D. PARSONS, IN HIS §
CAPACITY AS TRUSTEE OF THE §
LL&E ROYALTY TRUST §
§
Defendant. § 133RD JUDICIAL DISTRICT
DEFENDANT ROGER D. PARSONS’, IN HIS CAPACITY AS TRUSTEE OF THE
LL&E ROYALTY TRUST, SECOND SET OF REQUESTS FOR PRODUCTION TO
ALL OF THE BREITBURN PARTIES
To: Breitburn Management LLC, Maverick Natural Resources, LLC, Breitburn
Operating LP, QRE Operating, LLC, Breitburn Energy Partners, LP, and QR
Energy LP (collectively, “Breitburn”), by and through their attorneys of record, Geoff A.
Gannaway, Allison Standish Miller, and Joel T. Towner of Beck Redden LLP, 1221
McKinney Street, Suite 4500, Houston, Texas 77010.
Pursuant to Rule 196 of the Texas Rules of Civil Procedure, Roger D. Parsons, solely in
his capacity as trustee of the LL&E Royalty Trust (“Defendant” or “LL&E Trust”),
Defendant/Counter-Plaintiff/Third-Party Plaintiff, in the above styled and numbered cause, serves
this Second Set of Requests for Production upon Breitburn Management LLC, Maverick Natural
Resources, LLC, Breitburn Operating LP, QRE Operating, LLC, Breitburn Energy Partners, LP,
and QR Energy LP (collectively, “Breitburn”). The responses to these Requests shall be made
separately and fully in writing. Breitburn’s responses shall be served upon the undersigned counsel
for LL&E Trust within thirty (30) days after service of these Requests as required by Rule 196.2
of the Texas Rules of Civil Procedure.
To the extent Breitburn’s responses include documents previously produced by one or
TRUSTEE’S SECOND REQUESTS FOR PRODUCTION TO ALL BREITBURN PARTIES 1
more of them, Breitburn is asked to identify the prior production by production date and bates-
range rather than produce the documents again.
Respectfully submitted,
THE KIM LAW FIRM
John H. Kim
Texas State Bar No. 00784393
David A. McDougald
Texas State Bar No. 13570525
4309 Yoakum Blvd., Suite 2000
Houston, Texas 77006
Telephone: (713) 522-1177
Facsimile: (713) 809-6793
Email: jhk@thekimlawfirm.com
Email: david@thekimlawfirm.com
ATTORNEYS FOR DEFENDANT/COUNTER-
PLAINTIFF/THIRD-PARTY PLAINTIFF, ROGER D.
PARSONS, IN HIS CAPACITY AS TRUSTEE OF THE
LL&E ROYALTY TRUST
TRUSTEE’S SECOND REQUESTS FOR PRODUCTION TO ALL BREITBURN PARTIES 2
CERTIFICATE OF SERVICE
I hereby certify that a true and correct copy of the foregoing instrument was delivered to
all counsel of record in accordance with Texas Rules of Civil Procedure 21a on this 16th day of
June 2021.
Geoff A. Gannaway
Joe W. Reddin, Jr.
Allison Standish Miller
Beck Redden LLP
1221 McKinney Street, Suite 4500
Houston, Texas 77010
ggannaway@beckredden.com
jredden@beckredden.com
amiller@beckredden.com
ATTORNEYS FOR PLAINTIFF
BREITBURN OPERATING, LP, QRE OPERATING, LLC AND THIRD-PARTY
DEFENDANTS BREITBURN MANAGEMENT, LLC,
BREITBURN ENERGY PARTNERS, LP, AND
QR ENERGY, LP
W. Stephen Benesh
Bracewell LLP
111 Congress Avenue, Suite 2300
Austin, Texas 78701-4043
steve.benesh@bracewelllaw.com
ATTORNEYS FOR THIRD-PARTY DEFENDANT
THE BANK OF NEW YORK MELLON TRUST CO., N.A.
Andrew R. Harvin
Peter B. Wells
Doyle, Restrepo, Harvin & Robbins, L.L.P.
440 Louisiana, Suite 2300
Houston, Texas 77002
aharvin@drhrlaw.com
pwells@drhrlaw.com
ATTORNEYS FOR THIRD-PARTY DEFENDANT
STIFEL, NICOLAUS & CO.
Joseph G. Thompson III
TRUSTEE’S SECOND REQUESTS FOR PRODUCTION TO ALL BREITBURN PARTIES 3
Andrew Raber
Porter Hedges LLP
1000 Main Street, 36th Floor
Houston, Texas 77002
joe.thompson@porterhedges.com
araber@porterhedges.com
ATTORNEYS FOR THIRD-PARTY DEFENDANT
CONOCOPHILLIPS COMPANY
__________________
JOHN H. KIM
TRUSTEE’S SECOND REQUESTS FOR PRODUCTION TO ALL BREITBURN PARTIES 4
INSTRUCTIONS
1. Pursuant to TEX. R. CIV. P. 193.5, you are under an affirmative duty to supplement
your responses to all discovery requests with information that you may acquire after filing your
written response, if such information makes it known to you that your previous response was
incorrect or incomplete when made, or, if the answer though correct and complete when made, is
no longer true and complete and circumstances are such that a failure to amend would be in
substance misleading. You are hereby requested to agree to so supplement any of your written
responses to these discovery requests, and in the absence of any written objection to this request,
it will be presumed that you have agreed to do so.
2. In accordance with TEX. R. CIV. P 196.4, Defendant hereby requests that THE
RESPONSIVE DATA OR INFORMATION THAT EXISTS IN ELECTRONIC OR
MAGNETIC FORM BE PRODUCED IN NATIVE FORMAT WITH ALL METADATA
INTACT.
3. All duplicates or copies of documents or tangible things are to be provided to the
extent they have handwriting, additions, or deletions of any kind different from the original
document being produced.
4. If any document or tangible thing was, but no longer is, in your possession, custody,
or control, or was known to you but is no longer in existence or within your possession, custody,
or control, state whether it is: (a) missing or lost; (b) destroyed; (c) transferred (voluntarily or
involuntarily) to others; or (d) disposed of in some other manner. In each such instance, explain in
detail the circumstances surrounding the disposition of the document or tangible thing, who
authorized the action taken, who carried it out, and the date of the action taken. Additionally, please
identify each such document or tangible thing including: (a) the type or character of the document
or tangible thing (e.g., letter, memorandum, notes, etc.); (b) title; if any, of the document or tangible
thing; (c) the name and address of the author of the document or tangible thing; (d) the name and
address of the recipient of the document or tangible thing, if any; (e) the names and addresses of
all recipients of the copies of the document or tangible thing, if any; (f) all information contained
in each such document or tangible thing; (g) the date and circumstances under which each such
document or tangible thing ceased to exist or to be in your possession, custody, or control; (h) the
time period during which each such document or tangible thing was maintained; (i) the location of
each such document or tangible thing; and (j) the person or persons from whom each such
document or tangible thing may be obtained.
5. Pursuant to TEX. R. CIV. P. 215, if you fail to comply with proper discovery
requests, the Court may make such orders in regard to the failure as are just, including among
others, an order requiring you or your attorney, or both, to pay reasonable expenses, including
attorneys' fees, caused by the failure.
6. If you object to production or identification of any document or tangible thing or
portion of any document or tangible thing on the ground of a privilege or rule of law, please furnish
a list identifying each document or tangible thing for which the privilege is claimed, together with
the following information: (a) its title; (b) its subject matter; (c) its date; (d) its authors or
TRUSTEE’S SECOND REQUESTS FOR PRODUCTION TO ALL BREITBURN PARTIES 5
addressor(s); (e) the addressee(s) and recipients(s) of all copies; and (f) the specific reasons why
the document is subject to a claim of privilege.
7. Conoco shall produce all documents and materials described herein which are in its
possession, custody or control, and permit inspection, copying or reproduction thereof by
Defendant, its attorneys or other persons acting on behalf of Defendant at the offices of THE KIM
LAW FIRM, 4309 Yoakum Blvd., Suite 2000, Houston, Texas 77006, at such time as may be
mutually agreed upon by counsel for the parties.
8. The documents produced in response to these Requests shall be produced as they
are kept in the ordinary course of business or organized and labeled to correspond with the
categories in the request.
9. The singular shall include the plural, and the plural the singular, whenever the effect
of doing so is to increase the information responsive to these requests.
10. Each request below shall be deemed to request electronic documents and records.
DEFINITIONS
1. The term “BNYM” means, unless otherwise specified in a particular request, Bank
of New York Mellon, or any employee, agent, officer, director, member, subsidiary, predecessor(s)
in interest, or representative of Bank of New York Mellon, and/or its various attorneys, and each
person acting or authorized to act on behalf of Bank of New York Mellon.
2. The term “BNY Trust” means, unless otherwise specified in a particular request,
Bank of New York Mellon Trust Company, N.A., or any employee, agent, officer, director,
member, subsidiary, predecessor(s) in interest, or representative of Bank of New York Mellon
Trust Company, N.A., and/or its various attorneys, and each person acting or authorized to act on
behalf of Bank of New York Mellon Trust Company, N.A.
3. The term “you,” “your,” “yours,” and “Breitburn” means any one or more of the
following: Plaintiff/Counter-Defendant QRE Operating, LLC, Breitburn Management LLC,
Breitburn Energy Partners, LP, QR Energy LP, and Maverick Natural Resources, LLC, or any
employee, agent, officer, director, member, subsidiary, predecessor(s) in interest, or representative
of QRE Operating, LLC, Breitburn Management LLC, Breitburn Energy Partners, LP, QR Energy
LP, or Maverick Natural Resources, LLC.
4. The term “claim” or “claims” shall include any right(s) to payment or equitable
remedy, whether or not such right(s) is/are reduced to judgment, liquidated, unliquidated, fixed,
contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured.
5. The terms “communicate,” “communication” or “communications” refer to
every manner or means of disclosure, transfer or exchange or information, whether orally or by
document, or whether face-to-face, by telephone, mail, personal delivery, text message, email or
otherwise.
TRUSTEE’S SECOND REQUESTS FOR PRODUCTION TO ALL BREITBURN PARTIES 6
6. The term “concerning” shall include referring to, alluding to, responding to,
concerning, in connection with, commencing on, in mentioning, reflecting, analyzing, constituted,
evidencing or pertaining to.
7. The term “Conoco” mean, unless otherwise specified in a particular request,
ConocoPhillips Company, or any employee, agent, officer, director, member, subsidiary,
predecessor(s) in interest, or representative of ConocoPhillips Company, and/or its various
attorneys, and each person acting or authorized to act on behalf of ConocoPhillips Company.
8. The terms “Defendant” or “LL&E Royalty Trust” means the LL&E Royalty
Trust, its trustees, including Roger D. Parsons, and its agents, servants, employees and attorneys.
9. The term “describe in detail” means to reasonably describe the requested item.
10. The terms “document” and/or “documents” shall have the meaning prescribed by
TEX. R. CIV. P. 192.3(b).
11. The term “identify” when referring:
(a) to a person, means to state his or her full name and present or last known
business or residential address.
(b) to a public or private corporation, partnership, association, or other
organization, or to a governmental agency, means to state its full name and
present or last known pertinent business address.
(c) to a statement or communication, means to identify who made it, who took
or recorded it, and all others, if any, present during the making thereof; to
identify when, where and how it was taken or recorded; and to identify who
has present or last known possession, custody or control thereof.
(d) to a document, means to give a reasonably detailed description thereof,
including, if applicable, when, where and how it was made; to identify who
made it; and to identify who has present or last known possession, custody
or control thereof.
(e) to any other tangible thing, means to give a reasonably detailed description
thereof, including, if applicable, when, where and how it was made; to
identify who made it and to identify who has present or last known
possession, custody or control thereof.
12. As used herein, the term “Lawsuit” refers to the present lawsuit.
13. The term “Maverick Natural Resources” means, unless otherwise specified in a
particular request, Maverick Natural Resources, LLC, QRE Operating, LLC, Breitburn
TRUSTEE’S SECOND REQUESTS FOR PRODUCTION TO ALL BREITBURN PARTIES 7
Management LLC, Breitburn Energy Partners, LP, and QR Energy LP, or any employee, agent,
officer, director, member, subsidiary, predecessor(s) in interest, or representative of Maverick
Natural Resources, LLC, QRE Operating, LLC, Breitburn Management LLC, Breitburn Energy
Partners, LP, and QR Energy LP.
14. The term “Monthly Reports” means Monthly Net Profits Interest royalty reports for
LL&E Royalty Trust.
15. The terms “or” and “and” are intended to mean and/or.
16. As used herein, the term “person” means any natural person, corporation,
partnership, association, joint venture, sole proprietorship, firm or business enterprise, and any
other artificial business or legal entity, as well as all divisions, sub-divisions, bureaus, offices or
other units hereof.
17. The terms “QR Energy” or “QRE” mean, unless otherwise specified in a particular
request, QR Energy, LP, or any employee, agent, officer, director, member, subsidiary,
predecessor(s) in interest, or representative of QR Energy, LP, and/or its various attorneys, and
each person acting or authorized to act on behalf of QR Energy, LP.
18. The term “Quantum Resources” means, unless otherwise specified in a particular
request, Quantum Resources Management, LLC, or any employee, agent, officer, director,
member, subsidiary, predecessor(s) in interest, or representative of Quantum Resources
Management, LLC, and/or its various attorneys, and each person acting or authorized to act on
behalf of Quantum Resources Management, LLC.
19. The term “Stifel” means, unless otherwise specified in a particular request, Stifel,
Nicolaus & Company, Inc., or any employee, agent, officer, director, member, subsidiary,
predecessor(s) in interest, or representative of Stifel, Nicolaus & Company, Inc., and/or its various
attorneys, and each person acting or authorized to act on behalf of Stifel, Nicolaus & Company,
Inc.
20. The term “Witness Statements” shall have the meaning prescribed by TEX. R. CIV.
P. 192.3(h).
TRUSTEE’S SECOND REQUESTS FOR PRODUCTION TO ALL BREITBURN PARTIES 8
SECOND REQUESTS FOR PRODUCTION TO ALL BREITBURN PARTIES
REQUEST FOR PRODUCTION NO. 217: Monthly accounting royalty reports from February 2021 to
present.
RESPONSE:
REQUEST FOR PRODUCTION NO. 218: General ledgers representing the source for amounts
reflected on monthly accounting royalty reports from January 2013 to present.
RESPONSE:
REQUEST FOR PRODUCTION NO. 219: All Documents identifying the General Ledge accounts
associated with each line item on the monthly accounting royalty reports produced by You.
RESPONSE:
REQUEST FOR PRODUCTION NO. 220: Jay Trust Model for 2021 (including in a form similar to
BREIT_0019424 and BREIT_0019423).
RESPONSE:
REQUEST FOR PRODUCTION NO. 221: All Documents supporting the calculation of the “Escrow
Withdrawals” line item included in Jay Trust Models.
RESPONSE:
REQUEST FOR PRODUCTION NO. 222: For all Jay Trust Models from 2017 through present, all
Documents showing expected oil (P10, P50 and P90) and NGL production (P10, P50 and P90) on
a well-by-well basis associated with each of the wells included in the total well count.
RESPONSE:
REQUEST FOR PRODUCTION NO. 223: For all Jay Trust Models from 2017 through present, all
Documents, including historical data, used as the basis to project future operating expenses,
including documents sufficient to show the manner in which such historical data was used to
project future operating expenses.
RESPONSE:
REQUEST FOR PRODUCTION NO. 224: For all Jay Trust Models from 2017 through present, all
Documents supporting expected plug and abandonment costs (on a well-by-well and item basis)
associated with each of the wells included in the total well count, including but not limited to
documents supporting the expected costs, as well as any market or industry data, or third-party
studies either in your possession related to such expected costs, or relied on by You to determine
the expected costs.
TRUSTEE’S SECOND REQUESTS FOR PRODUCTION TO ALL BREITBURN PARTIES 9
RESPONSE:
REQUEST FOR PRODUCTION NO. 225: All Documents showing and supporting Tom Madison plug
and abandonment estimated costs and actual costs, whether $23.3 million, or any other amount,
and including but not limited to documents identifying Tom Madison and his or its role or position,
qualifications to estimate the costs, and calculate the actual costs, and showing the number of wells
included in the estimate.
RESPONSE:
REQUEST FOR PRODUCTION NO. 226: All Documents showing the Jay Field wells plugged and
abandoned by You to date.
RESPONSE:
REQUEST FOR PRODUCTION NO. 227: All Documents showing the Jay Field wells You anticipate
plugging and abandoning in the future, and when You anticipate plugging and abandoning each of
those wells.
RESPONSE:
REQUEST FOR PRODUCTION NO. 228: All Documents supporting expected plug and abandonment
costs for the Jay Field Gas Plant and the field, including any market or industry data, or third-party
studies supporting those costs, or relied on by You to determine those costs, including but not
limited to quotes, market or industry data, or third-party studies conducted after 2012.
RESPONSE:
REQUEST FOR PRODUCTION NO. 229: All Documents supporting the expected for the sale of Jay
Field Gas Plant equipment.
RESPONSE:
REQUEST FOR PRODUCTION NO. 230: All Documents supporting future estimated capex costs for
PDP, PNP and PUD included in each Jay Trust Model from 2017 through 2021.
RESPONSE:
REQUEST FOR PRODUCTION NO. 231: All Documents supporting future estimated capex costs for
PDP, PNP and PUD for the Jay Field beyond 2021.
RESPONSE:
REQUEST FOR PRODUCTION NO. 232: Reserve report for Jay Field on a gross level for 2021
prepared by an independent petroleum engineer.
TRUSTEE’S SECOND REQUESTS FOR PRODUCTION TO ALL BREITBURN PARTIES 10
RESPONSE:
REQUEST FOR PRODUCTION NO. 233: Your financial statements for years before 2020.
RESPONSE:
REQUEST FOR PRODUCTION NO. 234: Daily time sheets or work logs supporting labor costs
during the Jay Field shut-in between January 2009 and November 2009.
RESPONSE:
REQUEST FOR PRODUCTION NO. 235: Documents showing “updated production from all areas,”
as referenced in the document titled “Beaumont Data Requests” dated July 3, 2014
(BREIT_0012747), Request 1 (attached to this Second Requests for Production as its Exhibit A).
RESPONSE:
REQUEST FOR PRODUCTION NO. 236: Daily Production Reports for the Jay Field to present, like
those referenced in the document titled “Beaumont Data Requests” dated July 3, 2014
(BREIT_0012747), Request 2 (attached to this Second Requests for Production as its Exhibit A).
RESPONSE:
REQUEST FOR PRODUCTION NO. 237: “Jay total expense forecast expectation in QRE model”
referenced in the document titled “Beaumont Data Requests” dated July 3, 2014
(BREIT_0012747), Request 3 (attached to this Second Requests for Production as its Exhibit A).
RESPONSE:
REQUEST FOR PRODUCTION NO. 238: Documents from 2015 to present which are similar to, or
convey the same or similar information as the “Jay total expense forecast expectation” referenced
in the document titled “Beaumont Data Requests” dated July 3, 2014 (BREIT_0012747), Request
3 (attached to this Second Requests for Production as its Exhibit A).
RESPONSE:
REQUEST FOR PRODUCTION NO. 239: “Jay NPI agreement, balance and model” referenced in the
document titled “Beaumont Data Requests” dated July 3, 2014 (BREIT_0012747), Request 4
(attached to this Second Requests for Production as its Exhibit A).
RESPONSE:
REQUEST FOR PRODUCTION NO. 240: The “[b]alances updated through April 2014 . . . on the . .
. model diagram” referred to in the document titled “Beaumont Data Requests” dated July 3, 2014
TRUSTEE’S SECOND REQUESTS FOR PRODUCTION TO ALL BREITBURN PARTIES 11
(BREIT_0012747), Status (July 3), number 4 (attached to this Second Requests for Production as
its Exhibit A).
RESPONSE:
REQUEST FOR PRODUCTION NO. 241: The “Jay cash flows by resv cat” referred to in the
document titled “Beaumont Data Requests” dated July 3, 2014 (BREIT_0012747), Status (July 3),
number 4 (attached to this Second Requests for Production as its Exhibit A).
RESPONSE:
REQUEST FOR PRODUCTION NO. 242: The “Jay RTP type curve” referred to in the document titled
“Beaumont Data Requests” dated July 3, 2014 (BREIT_0012747), Status (July 3), number 5
(attached to this Second Requests for Production as its Exhibit A), and any similar documents
produced following the “Jay RTP type curve” to present.
RESPONSE:
REQUEST FOR PRODUCTION NO. 243: The entire “presentation” referred to in the document titled
“Beaumont Data Requests” dated July 3, 2014 (BREIT_0012747), in Request numbers 5 and 8
(attached to this Second Requests for Production as its Exhibit A).
RESPONSE:
REQUEST FOR PRODUCTION NO. 244: The “June 3 email to Mike Deville on the change to oil
differentials in 4Q-13,” referred to in the document titled “Beaumont Data Requests” dated July
3, 2014 (BREIT_0012747), in Status (July 3), number 6 (attached to this Second Requests for
Production as its Exhibit A).
RESPONSE:
REQUEST FOR PRODUCTION NO. 245: “Individual well production curves” referred to in the
document titled “Beaumont Data Requests” dated July 3, 2014 (BREIT_0012747), in Request
number 7 (attached to this Second Requests for Production as its Exhibit A), and any individual
well production curves prepared by You from 2015 forward, and supporting data behind such
curves.
RESPONSE:
REQUEST FOR PRODUCTION NO. 246: For Jay Field wells, all “[s]pecific well production,
completion and workover data on all recent 2014 activity” as referred to in Request number 8
(attached to this Second Requests for Production as its Exhibit A), and all similar documents for
Jay Field wells from 2015 to present.
RESPONSE:
TRUSTEE’S SECOND REQUESTS FOR PRODUCTION TO ALL BREITBURN PARTIES 12
REQUEST FOR PRODUCTION NO. 247: The “Burlington study” referred to in the document titled
“Beaumont Data Requests” dated July 3, 2014 (BREIT_0012747), in Request number 10 (attached
to this Second Requests for Production as its Exhibit A).
RESPONSE:
REQUEST FOR PRODUCTION NO. 248: The “capital vs expense policy and specific history”
referred in the document titled “Beaumont Data Requests” dated July 3, 2014 (BREIT_0012747),
in Request number 11 (attached to this Second Requests for Production as its Exhibit A), and the
“policy enclosed” referred to in Status (July 3), number 11.
RESPONSE:
REQUEST FOR PRODUCTION NO. 249: Documents related to the “necessary environmental permits
and associated issues with Jay plant expansion” referred to in the document titled “Beaumont Data
Requests” dated July 3, 2014 (BREIT_0012747), in Request number 12 (attached to this Second
Requests for Production as its Exhibit A), including but not limited to “the other information”
provided in response to that request, as referred to in Status (July 3), number 12.
RESPONSE:
REQUEST FOR PRODUCTION NO. 250: The documents with these files names, as attached to the
email labeled BREIT_0020476, attached to this Second Requests for Production as its Exhibit B,
i.e., QRE Production Report - week of 6-22-2014.pdf, Monthly JAYRTP Normalized (2).xlsx,
email on Jay diffs 6-3-2014.pdf, and Daily JayLwrSmackoverWells.xlsx.
RESPONSE:
REQUEST FOR PRODUCTION NO. 251: Each of the other three emails, with attachments, sent by
Tim Pownell to Glenn Trahan, as referenced in the email labeled BREIT_0020476, attached to
this Second Requests for Production as its Exhibit B (“Glenn, Responses to your requests are
enclosed. Please see the summary document for an overview of our responses. Due to file sizes,
I'll send this in 4 emails.”)
RESPONSE:
REQUEST FOR PRODUCTION NO. 252: All documents which show QRE Operating, LLC,
Breitburn Energy Partners, LP and QR Energy, LP no longer exist, as verified by Roy Mitchell on
December 20, 2019, in the Breitburn Parties’ Verified Second Amended Answer.
RESPONSE:
REQUEST FOR PRODUCTION NO. 253: All documents which show Breitburn Operating LP is the
successor in interest to QRE Operating, LLC, Breitburn Energy Partners, LP and QR Energy, LP,
as verified by Roy Mitchell on December 20, 2019, in the Breitburn Parties’ Verified Second
Amended Answer.
TRUSTEE’S SECOND REQUESTS FOR PRODUCTION TO ALL BREITBURN PARTIES 13
RESPONSE:
REQUEST FOR PRODUCTION NO. 254: All documents related to the review and approval by You
of each Jay NPI Calculation spreadsheet, including “[e]vidence of review by the Supervisor of
Technical Reporting,” whether in “hardcopy or via email” as stated in BREIT_0024834,
spreadsheet line 45, column C.
RESPONSE:
REQUEST FOR PRODUCTION NO. 255: All documents showing “Quantum was still spending
capital on [the Jay] properties and LL&E opted out (‘went non-consent’) on this project” as stated
in BREIT_0024834, spreadsheet line 45, column G.
RESPONSE:
REQUEST FOR PRODUCTION NO. 256: All documents showing LL&E Royalty Trust’s “interest
was reversed to Quantum until the properties reach payout” as stated in BREIT_0024834,
spreadsheet line 45, column G.
RESPONSE:
REQUEST FOR PRODUCTION NO. 257: All documents showing “Quantum is carrying LL&E’s
interest until payout is reached” as stated in BREIT_0024834, spreadsheet line 45, column G.
RESPONSE:
REQUEST FOR PRODUCTION NO. 258: All documents showing and supporting the “calculations .
. . performed to indicate when payout is reached and whether for a particular month LL&E is
entitled to receive cash” as stated in BREIT_0024834, spreadsheet line 45, column G.
RESPONSE:
REQUEST FOR PRODUCTION NO. 259: The “flowcharts outlining this process” of calculation, and
the spreadsheet or other document referenced by the statement “[r]efer to the link #1 to the side,
tabs a-d,” as stated in BREIT_0024834, spreadsheet line 45, column G.
RESPONSE:
REQUEST FOR PRODUCTION NO. 260: Each of the documents obtained by Jill Lockwood, Sr.
Corporate Accountant, or the person or persons otherwise preforming this function, including the
reserve reports from which contain “the a) Aggregate Estimated Future Gross Proceeds b)
Estimated Future Production Costs c) Future Special Costs and d) Future Capital Expenditures (tab
i)” as well as the “the month's gas purchases for Jay from the Marketing Department's folder in the
shared drive (tab h)” as well as those documents themselves, as stated in BREIT_0024834,
spreadsheet line 45, column G.
TRUSTEE’S SECOND REQUESTS FOR PRODUCTION TO ALL BREITBURN PARTIES 14
RESPONSE:
REQUEST FOR PRODUCTION NO. 261: Each of the documents obtained by Jill Lockwood, Sr.
Corporate Accountant, or the person or persons otherwise preforming this function, including the
reserve reports from which contain “the a) Aggregate Estimated Future Gross Proceeds b)
Estimated Future Production Costs c) Future Special Costs and d) Future Capital Expenditures (tab
i)” as well as the “the month's gas purchases for Jay from the Marketing Department's folder in the
shared drive (tab h),” and the “drilldown of revenues and expenses on the Jay properties (tab g),”
as well as those documents themselves, as stated in BREIT_0024834, spreadsheet line 45, column
G.
RESPONSE:
REQUEST FOR PRODUCTION NO. 262: All documents showing the calculation of “LL&E's Excess
Production Costs (EPC) Balance (prior period unreimbursed costs) and their Escrow Funding
Balance (for future capital and ARO)” as well as the supporting documentation, as stated in
BREIT_0024834, spreadsheet line 45, column G.
RESPONSE:
REQUEST FOR PRODUCTION NO. 263: All documents which show or support the tracking of
withholding LL&E’s interest to pay its EPC balance, as stated in BREIT_0024834, spreadsheet
line 45, column G (“Once the Escrow is fully funded, the net cash flow from LL&E's interest will
be withheld to pay their EPC balance”).
RESPONSE:
REQUEST FOR PRODUCTION NO. 264: All documents which show or support a determination of
when, as well as Your determination, of when “the EPC balance [will be] repaid,” and when
“LL&E will begin receiving a net distribution for revenues less expenses,” as stated in
BREIT_0024834, spreadsheet line 45, column G.
RESPONSE:
REQUEST FOR PRODUCTION NO. 265: All documents which show or support “the calculation of
the EPC and Escrow Funding balances” and the “Expected Aggregate Time to Pay Out,” as stated
in BREIT_0024834, spreadsheet line 45, column G.
RESPONSE:
REQUEST FOR PRODUCTION NO. 266: All communications and documents by or between Jill
Lockwood and Brandon Thompson, or those persons or persons performing their functions,
regarding “the calculation of the EPC and Escrow Funding balances” and “the Expected Aggregate
Time to Pay Out,” as referred to in BREIT_0024834, spreadsheet line 45, column G.
TRUSTEE’S SECOND REQUESTS FOR PRODUCTION TO ALL BREITBURN PARTIES 15
RESPONSE:
REQUEST FOR PRODUCTION NO. 267: All communications and documents related to, supporting
or showing the review of the calculations performed by Brandon Thompson, or the person or
persons performing that function, to determine “estimated time to pay out,” as stated in
BREIT_0024834, spreadsheet line 45, column G (“[a]fter she has performed the calculation of the
EPC and Escrow Funding balances and noted the Expected Aggregate Time to Pay Out, JL sends
the calculation to Brandon Thompson (BT, Technical Accounting Supervisor) for review. Per BT,
when he reviews the calculation he checks the estimated time to pay out (to see if they are reaching
payout status)).”
RESPONSE:
REQUEST FOR PRODUCTION NO. 268: All communications and documents by or between Jill
Lockwood and Brandon Thompson, or those persons or persons performing their functions,
regarding the LL&E Royalty Trust, the calculation of the escrow, funding the escrow, EPC
calculation, EPC reduction, and timing of LL&E’s receipt of net distributions for revenues less
expenses.
RESPONSE:
REQUEST FOR PRODUCTION NO. 269: All communications and documents from or to Gregg
Roden, or otherwise authored by him, related to the LL&E Royalty Trust’s interest in the Jay Field,
including but not limited to escrow calculation, escrow funding, royalty payments, royalty
calculations, escrow accounting transition between Quantum and Breitburn, Jay Field audits and
audit resolutions. Jay Field P&A costs, Excess Production Cost calculation, Special Costs
Calculation, and other documents related to the calculation of Jay Field expenses, costs and
revenue as relates to LL& Royalty Trust’s entitlement to royalty payments.
RESPONSE:
TRUSTEE’S SECOND REQUESTS FOR PRODUCTION TO ALL BREITBURN PARTIES 16
EXHIBIT A
EXHIBIT B
Preview
CAUSE NO. 2015-47031 QRE OPERATING, LLC § IN THE DISTRICT COURT OF § Plaintiff, § § vs. § HARRIS COUNTY, TEXAS § ROGER D. PARSONS, IN HIS § CAPACITY AS TRUSTEE OF THE § LL&E ROYALTY TRUST § § Defendant. § 133RD JUDICIAL DISTRICT DEFENDANT ROGER D. PARSONS’, IN HIS CAPACITY AS TRUSTEE OF THE LL&E ROYALTY TRUST, SECOND SET OF REQUESTS FOR PRODUCTION TO ALL OF THE BREITBURN PARTIES To: Breitburn Management LLC, Maverick Natural Resources, LLC, Breitburn Operating LP, QRE Operating, LLC, Breitburn Energy Partners, LP, and QR Energy LP (collectively, “Breitburn”), by and through their attorneys of record, Geoff A. Gannaway, Allison Standish Miller, and Joel T. Towner of Beck Redden LLP, 1221 McKinney Street, Suite 4500, Houston, Texas 77010. Pursuant to Rule 196 of the Texas Rules of Civil Procedure, Roger D. Parsons, solely in his capacity as trustee of the LL&E Royalty Trust (“Defendant” or “LL&E Trust”), Defendant/Counter-Plaintiff/Third-Party Plaintiff, in the above styled and numbered cause, serves this Second Set of Requests for Production upon Breitburn Management LLC, Maverick Natural Resources, LLC, Breitburn Operating LP, QRE Operating, LLC, Breitburn Energy Partners, LP, and QR Energy LP (collectively, “Breitburn”). The responses to these Requests shall be made separately and fully in writing. Breitburn’s responses shall be served upon the undersigned counsel for LL&E Trust within thirty (30) days after service of these Requests as required by Rule 196.2 of the Texas Rules of Civil Procedure. To the extent Breitburn’s responses include documents previously produced by one or TRUSTEE’S SECOND REQUESTS FOR PRODUCTION TO ALL BREITBURN PARTIES 1 more of them, Breitburn is asked to identify the prior production by production date and bates- range rather than produce the documents again. Respectfully submitted, THE KIM LAW FIRM John H. Kim Texas State Bar No. 00784393 David A. McDougald Texas State Bar No. 13570525 4309 Yoakum Blvd., Suite 2000 Houston, Texas 77006 Telephone: (713) 522-1177 Facsimile: (713) 809-6793 Email: jhk@thekimlawfirm.com Email: david@thekimlawfirm.com ATTORNEYS FOR DEFENDANT/COUNTER- PLAINTIFF/THIRD-PARTY PLAINTIFF, ROGER D. PARSONS, IN HIS CAPACITY AS TRUSTEE OF THE LL&E ROYALTY TRUST TRUSTEE’S SECOND REQUESTS FOR PRODUCTION TO ALL BREITBURN PARTIES 2 CERTIFICATE OF SERVICE I hereby certify that a true and correct copy of the foregoing instrument was delivered to all counsel of record in accordance with Texas Rules of Civil Procedure 21a on this 16th day of June 2021. Geoff A. Gannaway Joe W. Reddin, Jr. Allison Standish Miller Beck Redden LLP 1221 McKinney Street, Suite 4500 Houston, Texas 77010 ggannaway@beckredden.com jredden@beckredden.com amiller@beckredden.com ATTORNEYS FOR PLAINTIFF BREITBURN OPERATING, LP, QRE OPERATING, LLC AND THIRD-PARTY DEFENDANTS BREITBURN MANAGEMENT, LLC, BREITBURN ENERGY PARTNERS, LP, AND QR ENERGY, LP W. Stephen Benesh Bracewell LLP 111 Congress Avenue, Suite 2300 Austin, Texas 78701-4043 steve.benesh@bracewelllaw.com ATTORNEYS FOR THIRD-PARTY DEFENDANT THE BANK OF NEW YORK MELLON TRUST CO., N.A. Andrew R. Harvin Peter B. Wells Doyle, Restrepo, Harvin & Robbins, L.L.P. 440 Louisiana, Suite 2300 Houston, Texas 77002 aharvin@drhrlaw.com pwells@drhrlaw.com ATTORNEYS FOR THIRD-PARTY DEFENDANT STIFEL, NICOLAUS & CO. Joseph G. Thompson III TRUSTEE’S SECOND REQUESTS FOR PRODUCTION TO ALL BREITBURN PARTIES 3 Andrew Raber Porter Hedges LLP 1000 Main Street, 36th Floor Houston, Texas 77002 joe.thompson@porterhedges.com araber@porterhedges.com ATTORNEYS FOR THIRD-PARTY DEFENDANT CONOCOPHILLIPS COMPANY __________________ JOHN H. KIM TRUSTEE’S SECOND REQUESTS FOR PRODUCTION TO ALL BREITBURN PARTIES 4 INSTRUCTIONS 1. Pursuant to TEX. R. CIV. P. 193.5, you are under an affirmative duty to supplement your responses to all discovery requests with information that you may acquire after filing your written response, if such information makes it known to you that your previous response was incorrect or incomplete when made, or, if the answer though correct and complete when made, is no longer true and complete and circumstances are such that a failure to amend would be in substance misleading. You are hereby requested to agree to so supplement any of your written responses to these discovery requests, and in the absence of any written objection to this request, it will be presumed that you have agreed to do so. 2. In accordance with TEX. R. CIV. P 196.4, Defendant hereby requests that THE RESPONSIVE DATA OR INFORMATION THAT EXISTS IN ELECTRONIC OR MAGNETIC FORM BE PRODUCED IN NATIVE FORMAT WITH ALL METADATA INTACT. 3. All duplicates or copies of documents or tangible things are to be provided to the extent they have handwriting, additions, or deletions of any kind different from the original document being produced. 4. If any document or tangible thing was, but no longer is, in your possession, custody, or control, or was known to you but is no longer in existence or within your possession, custody, or control, state whether it is: (a) missing or lost; (b) destroyed; (c) transferred (voluntarily or involuntarily) to others; or (d) disposed of in some other manner. In each such instance, explain in detail the circumstances surrounding the disposition of the document or tangible thing, who authorized the action taken, who carried it out, and the date of the action taken. Additionally, please identify each such document or tangible thing including: (a) the type or character of the document or tangible thing (e.g., letter, memorandum, notes, etc.); (b) title; if any, of the document or tangible thing; (c) the name and address of the author of the document or tangible thing; (d) the name and address of the recipient of the document or tangible thing, if any; (e) the names and addresses of all recipients of the copies of the document or tangible thing, if any; (f) all information contained in each such document or tangible thing; (g) the date and circumstances under which each such document or tangible thing ceased to exist or to be in your possession, custody, or control; (h) the time period during which each such document or tangible thing was maintained; (i) the location of each such document or tangible thing; and (j) the person or persons from whom each such document or tangible thing may be obtained. 5. Pursuant to TEX. R. CIV. P. 215, if you fail to comply with proper discovery requests, the Court may make such orders in regard to the failure as are just, including among others, an order requiring you or your attorney, or both, to pay reasonable expenses, including attorneys' fees, caused by the failure. 6. If you object to production or identification of any document or tangible thing or portion of any document or tangible thing on the ground of a privilege or rule of law, please furnish a list identifying each document or tangible thing for which the privilege is claimed, together with the following information: (a) its title; (b) its subject matter; (c) its date; (d) its authors or TRUSTEE’S SECOND REQUESTS FOR PRODUCTION TO ALL BREITBURN PARTIES 5 addressor(s); (e) the addressee(s) and recipients(s) of all copies; and (f) the specific reasons why the document is subject to a claim of privilege. 7. Conoco shall produce all documents and materials described herein which are in its possession, custody or control, and permit inspection, copying or reproduction thereof by Defendant, its attorneys or other persons acting on behalf of Defendant at the offices of THE KIM LAW FIRM, 4309 Yoakum Blvd., Suite 2000, Houston, Texas 77006, at such time as may be mutually agreed upon by counsel for the parties. 8. The documents produced in response to these Requests shall be produced as they are kept in the ordinary course of business or organized and labeled to correspond with the categories in the request. 9. The singular shall include the plural, and the plural the singular, whenever the effect of doing so is to increase the information responsive to these requests. 10. Each request below shall be deemed to request electronic documents and records. DEFINITIONS 1. The term “BNYM” means, unless otherwise specified in a particular request, Bank of New York Mellon, or any employee, agent, officer, director, member, subsidiary, predecessor(s) in interest, or representative of Bank of New York Mellon, and/or its various attorneys, and each person acting or authorized to act on behalf of Bank of New York Mellon. 2. The term “BNY Trust” means, unless otherwise specified in a particular request, Bank of New York Mellon Trust Company, N.A., or any employee, agent, officer, director, member, subsidiary, predecessor(s) in interest, or representative of Bank of New York Mellon Trust Company, N.A., and/or its various attorneys, and each person acting or authorized to act on behalf of Bank of New York Mellon Trust Company, N.A. 3. The term “you,” “your,” “yours,” and “Breitburn” means any one or more of the following: Plaintiff/Counter-Defendant QRE Operating, LLC, Breitburn Management LLC, Breitburn Energy Partners, LP, QR Energy LP, and Maverick Natural Resources, LLC, or any employee, agent, officer, director, member, subsidiary, predecessor(s) in interest, or representative of QRE Operating, LLC, Breitburn Management LLC, Breitburn Energy Partners, LP, QR Energy LP, or Maverick Natural Resources, LLC. 4. The term “claim” or “claims” shall include any right(s) to payment or equitable remedy, whether or not such right(s) is/are reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured. 5. The terms “communicate,” “communication” or “communications” refer to every manner or means of disclosure, transfer or exchange or information, whether orally or by document, or whether face-to-face, by telephone, mail, personal delivery, text message, email or otherwise. TRUSTEE’S SECOND REQUESTS FOR PRODUCTION TO ALL BREITBURN PARTIES 6 6. The term “concerning” shall include referring to, alluding to, responding to, concerning, in connection with, commencing on, in mentioning, reflecting, analyzing, constituted, evidencing or pertaining to. 7. The term “Conoco” mean, unless otherwise specified in a particular request, ConocoPhillips Company, or any employee, agent, officer, director, member, subsidiary, predecessor(s) in interest, or representative of ConocoPhillips Company, and/or its various attorneys, and each person acting or authorized to act on behalf of ConocoPhillips Company. 8. The terms “Defendant” or “LL&E Royalty Trust” means the LL&E Royalty Trust, its trustees, including Roger D. Parsons, and its agents, servants, employees and attorneys. 9. The term “describe in detail” means to reasonably describe the requested item. 10. The terms “document” and/or “documents” shall have the meaning prescribed by TEX. R. CIV. P. 192.3(b). 11. The term “identify” when referring: (a) to a person, means to state his or her full name and present or last known business or residential address. (b) to a public or private corporation, partnership, association, or other organization, or to a governmental agency, means to state its full name and present or last known pertinent business address. (c) to a statement or communication, means to identify who made it, who took or recorded it, and all others, if any, present during the making thereof; to identify when, where and how it was taken or recorded; and to identify who has present or last known possession, custody or control thereof. (d) to a document, means to give a reasonably detailed description thereof, including, if applicable, when, where and how it was made; to identify who made it; and to identify who has present or last known possession, custody or control thereof. (e) to any other tangible thing, means to give a reasonably detailed description thereof, including, if applicable, when, where and how it was made; to identify who made it and to identify who has present or last known possession, custody or control thereof. 12. As used herein, the term “Lawsuit” refers to the present lawsuit. 13. The term “Maverick Natural Resources” means, unless otherwise specified in a particular request, Maverick Natural Resources, LLC, QRE Operating, LLC, Breitburn TRUSTEE’S SECOND REQUESTS FOR PRODUCTION TO ALL BREITBURN PARTIES 7 Management LLC, Breitburn Energy Partners, LP, and QR Energy LP, or any employee, agent, officer, director, member, subsidiary, predecessor(s) in interest, or representative of Maverick Natural Resources, LLC, QRE Operating, LLC, Breitburn Management LLC, Breitburn Energy Partners, LP, and QR Energy LP. 14. The term “Monthly Reports” means Monthly Net Profits Interest royalty reports for LL&E Royalty Trust. 15. The terms “or” and “and” are intended to mean and/or. 16. As used herein, the term “person” means any natural person, corporation, partnership, association, joint venture, sole proprietorship, firm or business enterprise, and any other artificial business or legal entity, as well as all divisions, sub-divisions, bureaus, offices or other units hereof. 17. The terms “QR Energy” or “QRE” mean, unless otherwise specified in a particular request, QR Energy, LP, or any employee, agent, officer, director, member, subsidiary, predecessor(s) in interest, or representative of QR Energy, LP, and/or its various attorneys, and each person acting or authorized to act on behalf of QR Energy, LP. 18. The term “Quantum Resources” means, unless otherwise specified in a particular request, Quantum Resources Management, LLC, or any employee, agent, officer, director, member, subsidiary, predecessor(s) in interest, or representative of Quantum Resources Management, LLC, and/or its various attorneys, and each person acting or authorized to act on behalf of Quantum Resources Management, LLC. 19. The term “Stifel” means, unless otherwise specified in a particular request, Stifel, Nicolaus & Company, Inc., or any employee, agent, officer, director, member, subsidiary, predecessor(s) in interest, or representative of Stifel, Nicolaus & Company, Inc., and/or its various attorneys, and each person acting or authorized to act on behalf of Stifel, Nicolaus & Company, Inc. 20. The term “Witness Statements” shall have the meaning prescribed by TEX. R. CIV. P. 192.3(h). TRUSTEE’S SECOND REQUESTS FOR PRODUCTION TO ALL BREITBURN PARTIES 8 SECOND REQUESTS FOR PRODUCTION TO ALL BREITBURN PARTIES REQUEST FOR PRODUCTION NO. 217: Monthly accounting royalty reports from February 2021 to present. RESPONSE: REQUEST FOR PRODUCTION NO. 218: General ledgers representing the source for amounts reflected on monthly accounting royalty reports from January 2013 to present. RESPONSE: REQUEST FOR PRODUCTION NO. 219: All Documents identifying the General Ledge accounts associated with each line item on the monthly accounting royalty reports produced by You. RESPONSE: REQUEST FOR PRODUCTION NO. 220: Jay Trust Model for 2021 (including in a form similar to BREIT_0019424 and BREIT_0019423). RESPONSE: REQUEST FOR PRODUCTION NO. 221: All Documents supporting the calculation of the “Escrow Withdrawals” line item included in Jay Trust Models. RESPONSE: REQUEST FOR PRODUCTION NO. 222: For all Jay Trust Models from 2017 through present, all Documents showing expected oil (P10, P50 and P90) and NGL production (P10, P50 and P90) on a well-by-well basis associated with each of the wells included in the total well count. RESPONSE: REQUEST FOR PRODUCTION NO. 223: For all Jay Trust Models from 2017 through present, all Documents, including historical data, used as the basis to project future operating expenses, including documents sufficient to show the manner in which such historical data was used to project future operating expenses. RESPONSE: REQUEST FOR PRODUCTION NO. 224: For all Jay Trust Models from 2017 through present, all Documents supporting expected plug and abandonment costs (on a well-by-well and item basis) associated with each of the wells included in the total well count, including but not limited to documents supporting the expected costs, as well as any market or industry data, or third-party studies either in your possession related to such expected costs, or relied on by You to determine the expected costs. TRUSTEE’S SECOND REQUESTS FOR PRODUCTION TO ALL BREITBURN PARTIES 9 RESPONSE: REQUEST FOR PRODUCTION NO. 225: All Documents showing and supporting Tom Madison plug and abandonment estimated costs and actual costs, whether $23.3 million, or any other amount, and including but not limited to documents identifying Tom Madison and his or its role or position, qualifications to estimate the costs, and calculate the actual costs, and showing the number of wells included in the estimate. RESPONSE: REQUEST FOR PRODUCTION NO. 226: All Documents showing the Jay Field wells plugged and abandoned by You to date. RESPONSE: REQUEST FOR PRODUCTION NO. 227: All Documents showing the Jay Field wells You anticipate plugging and abandoning in the future, and when You anticipate plugging and abandoning each of those wells. RESPONSE: REQUEST FOR PRODUCTION NO. 228: All Documents supporting expected plug and abandonment costs for the Jay Field Gas Plant and the field, including any market or industry data, or third-party studies supporting those costs, or relied on by You to determine those costs, including but not limited to quotes, market or industry data, or third-party studies conducted after 2012. RESPONSE: REQUEST FOR PRODUCTION NO. 229: All Documents supporting the expected for the sale of Jay Field Gas Plant equipment. RESPONSE: REQUEST FOR PRODUCTION NO. 230: All Documents supporting future estimated capex costs for PDP, PNP and PUD included in each Jay Trust Model from 2017 through 2021. RESPONSE: REQUEST FOR PRODUCTION NO. 231: All Documents supporting future estimated capex costs for PDP, PNP and PUD for the Jay Field beyond 2021. RESPONSE: REQUEST FOR PRODUCTION NO. 232: Reserve report for Jay Field on a gross level for 2021 prepared by an independent petroleum engineer. TRUSTEE’S SECOND REQUESTS FOR PRODUCTION TO ALL BREITBURN PARTIES 10 RESPONSE: REQUEST FOR PRODUCTION NO. 233: Your financial statements for years before 2020. RESPONSE: REQUEST FOR PRODUCTION NO. 234: Daily time sheets or work logs supporting labor costs during the Jay Field shut-in between January 2009 and November 2009. RESPONSE: REQUEST FOR PRODUCTION NO. 235: Documents showing “updated production from all areas,” as referenced in the document titled “Beaumont Data Requests” dated July 3, 2014 (BREIT_0012747), Request 1 (attached to this Second Requests for Production as its Exhibit A). RESPONSE: REQUEST FOR PRODUCTION NO. 236: Daily Production Reports for the Jay Field to present, like those referenced in the document titled “Beaumont Data Requests” dated July 3, 2014 (BREIT_0012747), Request 2 (attached to this Second Requests for Production as its Exhibit A). RESPONSE: REQUEST FOR PRODUCTION NO. 237: “Jay total expense forecast expectation in QRE model” referenced in the document titled “Beaumont Data Requests” dated July 3, 2014 (BREIT_0012747), Request 3 (attached to this Second Requests for Production as its Exhibit A). RESPONSE: REQUEST FOR PRODUCTION NO. 238: Documents from 2015 to present which are similar to, or convey the same or similar information as the “Jay total expense forecast expectation” referenced in the document titled “Beaumont Data Requests” dated July 3, 2014 (BREIT_0012747), Request 3 (attached to this Second Requests for Production as its Exhibit A). RESPONSE: REQUEST FOR PRODUCTION NO. 239: “Jay NPI agreement, balance and model” referenced in the document titled “Beaumont Data Requests” dated July 3, 2014 (BREIT_0012747), Request 4 (attached to this Second Requests for Production as its Exhibit A). RESPONSE: REQUEST FOR PRODUCTION NO. 240: The “[b]alances updated through April 2014 . . . on the . . . model diagram” referred to in the document titled “Beaumont Data Requests” dated July 3, 2014 TRUSTEE’S SECOND REQUESTS FOR PRODUCTION TO ALL BREITBURN PARTIES 11 (BREIT_0012747), Status (July 3), number 4 (attached to this Second Requests for Production as its Exhibit A). RESPONSE: REQUEST FOR PRODUCTION NO. 241: The “Jay cash flows by resv cat” referred to in the document titled “Beaumont Data Requests” dated July 3, 2014 (BREIT_0012747), Status (July 3), number 4 (attached to this Second Requests for Production as its Exhibit A). RESPONSE: REQUEST FOR PRODUCTION NO. 242: The “Jay RTP type curve” referred to in the document titled “Beaumont Data Requests” dated July 3, 2014 (BREIT_0012747), Status (July 3), number 5 (attached to this Second Requests for Production as its Exhibit A), and any similar documents produced following the “Jay RTP type curve” to present. RESPONSE: REQUEST FOR PRODUCTION NO. 243: The entire “presentation” referred to in the document titled “Beaumont Data Requests” dated July 3, 2014 (BREIT_0012747), in Request numbers 5 and 8 (attached to this Second Requests for Production as its Exhibit A). RESPONSE: REQUEST FOR PRODUCTION NO. 244: The “June 3 email to Mike Deville on the change to oil differentials in 4Q-13,” referred to in the document titled “Beaumont Data Requests” dated July 3, 2014 (BREIT_0012747), in Status (July 3), number 6 (attached to this Second Requests for Production as its Exhibit A). RESPONSE: REQUEST FOR PRODUCTION NO. 245: “Individual well production curves” referred to in the document titled “Beaumont Data Requests” dated July 3, 2014 (BREIT_0012747), in Request number 7 (attached to this Second Requests for Production as its Exhibit A), and any individual well production curves prepared by You from 2015 forward, and supporting data behind such curves. RESPONSE: REQUEST FOR PRODUCTION NO. 246: For Jay Field wells, all “[s]pecific well production, completion and workover data on all recent 2014 activity” as referred to in Request number 8 (attached to this Second Requests for Production as its Exhibit A), and all similar documents for Jay Field wells from 2015 to present. RESPONSE: TRUSTEE’S SECOND REQUESTS FOR PRODUCTION TO ALL BREITBURN PARTIES 12 REQUEST FOR PRODUCTION NO. 247: The “Burlington study” referred to in the document titled “Beaumont Data Requests” dated July 3, 2014 (BREIT_0012747), in Request number 10 (attached to this Second Requests for Production as its Exhibit A). RESPONSE: REQUEST FOR PRODUCTION NO. 248: The “capital vs expense policy and specific history” referred in the document titled “Beaumont Data Requests” dated July 3, 2014 (BREIT_0012747), in Request number 11 (attached to this Second Requests for Production as its Exhibit A), and the “policy enclosed” referred to in Status (July 3), number 11. RESPONSE: REQUEST FOR PRODUCTION NO. 249: Documents related to the “necessary environmental permits and associated issues with Jay plant expansion” referred to in the document titled “Beaumont Data Requests” dated July 3, 2014 (BREIT_0012747), in Request number 12 (attached to this Second Requests for Production as its Exhibit A), including but not limited to “the other information” provided in response to that request, as referred to in Status (July 3), number 12. RESPONSE: REQUEST FOR PRODUCTION NO. 250: The documents with these files names, as attached to the email labeled BREIT_0020476, attached to this Second Requests for Production as its Exhibit B, i.e., QRE Production Report - week of 6-22-2014.pdf, Monthly JAYRTP Normalized (2).xlsx, email on Jay diffs 6-3-2014.pdf, and Daily JayLwrSmackoverWells.xlsx. RESPONSE: REQUEST FOR PRODUCTION NO. 251: Each of the other three emails, with attachments, sent by Tim Pownell to Glenn Trahan, as referenced in the email labeled BREIT_0020476, attached to this Second Requests for Production as its Exhibit B (“Glenn, Responses to your requests are enclosed. Please see the summary document for an overview of our responses. Due to file sizes, I'll send this in 4 emails.”) RESPONSE: REQUEST FOR PRODUCTION NO. 252: All documents which show QRE Operating, LLC, Breitburn Energy Partners, LP and QR Energy, LP no longer exist, as verified by Roy Mitchell on December 20, 2019, in the Breitburn Parties’ Verified Second Amended Answer. RESPONSE: REQUEST FOR PRODUCTION NO. 253: All documents which show Breitburn Operating LP is the successor in interest to QRE Operating, LLC, Breitburn Energy Partners, LP and QR Energy, LP, as verified by Roy Mitchell on December 20, 2019, in the Breitburn Parties’ Verified Second Amended Answer. TRUSTEE’S SECOND REQUESTS FOR PRODUCTION TO ALL BREITBURN PARTIES 13 RESPONSE: REQUEST FOR PRODUCTION NO. 254: All documents related to the review and approval by You of each Jay NPI Calculation spreadsheet, including “[e]vidence of review by the Supervisor of Technical Reporting,” whether in “hardcopy or via email” as stated in BREIT_0024834, spreadsheet line 45, column C. RESPONSE: REQUEST FOR PRODUCTION NO. 255: All documents showing “Quantum was still spending capital on [the Jay] properties and LL&E opted out (‘went non-consent’) on this project” as stated in BREIT_0024834, spreadsheet line 45, column G. RESPONSE: REQUEST FOR PRODUCTION NO. 256: All documents showing LL&E Royalty Trust’s “interest was reversed to Quantum until the properties reach payout” as stated in BREIT_0024834, spreadsheet line 45, column G. RESPONSE: REQUEST FOR PRODUCTION NO. 257: All documents showing “Quantum is carrying LL&E’s interest until payout is reached” as stated in BREIT_0024834, spreadsheet line 45, column G. RESPONSE: REQUEST FOR PRODUCTION NO. 258: All documents showing and supporting the “calculations . . . performed to indicate when payout is reached and whether for a particular month LL&E is entitled to receive cash” as stated in BREIT_0024834, spreadsheet line 45, column G. RESPONSE: REQUEST FOR PRODUCTION NO. 259: The “flowcharts outlining this process” of calculation, and the spreadsheet or other document referenced by the statement “[r]efer to the link #1 to the side, tabs a-d,” as stated in BREIT_0024834, spreadsheet line 45, column G. RESPONSE: REQUEST FOR PRODUCTION NO. 260: Each of the documents obtained by Jill Lockwood, Sr. Corporate Accountant, or the person or persons otherwise preforming this function, including the reserve reports from which contain “the a) Aggregate Estimated Future Gross Proceeds b) Estimated Future Production Costs c) Future Special Costs and d) Future Capital Expenditures (tab i)” as well as the “the month's gas purchases for Jay from the Marketing Department's folder in the shared drive (tab h)” as well as those documents themselves, as stated in BREIT_0024834, spreadsheet line 45, column G. TRUSTEE’S SECOND REQUESTS FOR PRODUCTION TO ALL BREITBURN PARTIES 14 RESPONSE: REQUEST FOR PRODUCTION NO. 261: Each of the documents obtained by Jill Lockwood, Sr. Corporate Accountant, or the person or persons otherwise preforming this function, including the reserve reports from which contain “the a) Aggregate Estimated Future Gross Proceeds b) Estimated Future Production Costs c) Future Special Costs and d) Future Capital Expenditures (tab i)” as well as the “the month's gas purchases for Jay from the Marketing Department's folder in the shared drive (tab h),” and the “drilldown of revenues and expenses on the Jay properties (tab g),” as well as those documents themselves, as stated in BREIT_0024834, spreadsheet line 45, column G. RESPONSE: REQUEST FOR PRODUCTION NO. 262: All documents showing the calculation of “LL&E's Excess Production Costs (EPC) Balance (prior period unreimbursed costs) and their Escrow Funding Balance (for future capital and ARO)” as well as the supporting documentation, as stated in BREIT_0024834, spreadsheet line 45, column G. RESPONSE: REQUEST FOR PRODUCTION NO. 263: All documents which show or support the tracking of withholding LL&E’s interest to pay its EPC balance, as stated in BREIT_0024834, spreadsheet line 45, column G (“Once the Escrow is fully funded, the net cash flow from LL&E's interest will be withheld to pay their EPC balance”). RESPONSE: REQUEST FOR PRODUCTION NO. 264: All documents which show or support a determination of when, as well as Your determination, of when “the EPC balance [will be] repaid,” and when “LL&E will begin receiving a net distribution for revenues less expenses,” as stated in BREIT_0024834, spreadsheet line 45, column G. RESPONSE: REQUEST FOR PRODUCTION NO. 265: All documents which show or support “the calculation of the EPC and Escrow Funding balances” and the “Expected Aggregate Time to Pay Out,” as stated in BREIT_0024834, spreadsheet line 45, column G. RESPONSE: REQUEST FOR PRODUCTION NO. 266: All communications and documents by or between Jill Lockwood and Brandon Thompson, or those persons or persons performing their functions, regarding “the calculation of the EPC and Escrow Funding balances” and “the Expected Aggregate Time to Pay Out,” as referred to in BREIT_0024834, spreadsheet line 45, column G. TRUSTEE’S SECOND REQUESTS FOR PRODUCTION TO ALL BREITBURN PARTIES 15 RESPONSE: REQUEST FOR PRODUCTION NO. 267: All communications and documents related to, supporting or showing the review of the calculations performed by Brandon Thompson, or the person or persons performing that function, to determine “estimated time to pay out,” as stated in BREIT_0024834, spreadsheet line 45, column G (“[a]fter she has performed the calculation of the EPC and Escrow Funding balances and noted the Expected Aggregate Time to Pay Out, JL sends the calculation to Brandon Thompson (BT, Technical Accounting Supervisor) for review. Per BT, when he reviews the calculation he checks the estimated time to pay out (to see if they are reaching payout status)).” RESPONSE: REQUEST FOR PRODUCTION NO. 268: All communications and documents by or between Jill Lockwood and Brandon Thompson, or those persons or persons performing their functions, regarding the LL&E Royalty Trust, the calculation of the escrow, funding the escrow, EPC calculation, EPC reduction, and timing of LL&E’s receipt of net distributions for revenues less expenses. RESPONSE: REQUEST FOR PRODUCTION NO. 269: All communications and documents from or to Gregg Roden, or otherwise authored by him, related to the LL&E Royalty Trust’s interest in the Jay Field, including but not limited to escrow calculation, escrow funding, royalty payments, royalty calculations, escrow accounting transition between Quantum and Breitburn, Jay Field audits and audit resolutions. Jay Field P&A costs, Excess Production Cost calculation, Special Costs Calculation, and other documents related to the calculation of Jay Field expenses, costs and revenue as relates to LL& Royalty Trust’s entitlement to royalty payments. RESPONSE: TRUSTEE’S SECOND REQUESTS FOR PRODUCTION TO ALL BREITBURN PARTIES 16 EXHIBIT A EXHIBIT B