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' POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That, TEXACO Inc., a
corporation organized and existing under the laws of the State of
Delaware (formerly named The Texas Company~, acting herein by and
through H. 0. WOODRUFF, its duly authorized Vice-President, has and ~
does hereby appoint B. D. McGrath, of Orleans Parish, State of Louisiana,
its true and lawful A~torney-in-Fact with power and authority for and ;
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on behalf and in the name of Texaco Inc. to contract for and~to pur- ;
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chase lands, and oil, gas, sulphur, or other mineral fees, and oil, ~
gas, sulphur or other mineral royalty interests; to~apply for, contract
for, purchase and acquire oil, gas, sulphur, and mineral leases, sub-
leases, assignments, prospecting and other permits, licenses and .
other oil, gas, sulphur and mineral agreements upon any and all pro-
perty of every nature and~kind, whether privately or publicly owned; a;
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to le t or su
b le t any lan ds, leases, perm i ts, l icenses or o t her r ig
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or privileges; to make and enter into unit, cooperative, pooling,
~oint operating, and any other agreements generally designed to accom-
plish conservation purposes, including, but not limited to, those
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whereby Texaco Inc. or others as Operator, shall develop and operate f
for oil, gas,sulphur or other minerals; to release and surrender, in
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~ whole or in part, any lease, assignment, sublease, prospecting or
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other permit or license in favor of, or any operating or other agree-
ment with or by, Texaco Inc.; to contract for the drilling and reworking
of wells and all•related activities; to contract for the sale of oil
and gas (including casinghead gas), sulphur, and other minerals, or
products therefrom, owned by Texaco Inc.; to contract for the pro- ~
cessing Qr treatment of natural gas from wells owned or operated by
Texaco Inc. and to undertake or agree to treat or process natural gas _
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from wells owned or operated by Texaco Inc. and to undertake or agree
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to treat or process natural gas from wells owned or operated by others;
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to agree to pay overriding or other royalties, carried interests, or
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