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Home My WebLink About911999q'00265 ASSIGNMENT AND BILL OF SALE STATE OF WYOMING ) ) COUNTY OF LINCOLN ) KNOW ALL MEN BY THESE PRESENTS THAT: This Assignment and Bill of Sale (this "Assignment") dated effective as of 7:00 a.m. on July 1, 2005 (the "Effective Time"), is made by THE PROSPECTIVE INVESTMENT AND TRADING COMPANY, LTD., an Oklahoma corporation, PITCO INVESTMENTS, LTD., a Texas limited partnership, JAG OIL LIMITED PARTNERSHIP, an Oklahoma limited partnership, AS IS INVESTMENTS, L.L.C., an Oklahoma limited liability company, and HIGH HOPES OIL COMPANY, L.L.C., an Oklahoma limited liability company, whose addresses are at P. O. Box 702320, Tulsa, Oklahoma 74170-2320 (collectively refe~Ted to herein as "Assignor") to CITATION 1987 INVESTMENT LIMITED PARTNERSHIP, a Texas limited partnership, acting by and through its managing general partner, COGC LP, a Delaware limited partnership, acting by and through its managing general partner, CITATION OIL & GAS CORP., a Delaware corporation, all with offices at 8223 Willow Place South, Houston, Texas 77070 (hereinafter referred to as "Assignee"). ARTICLE I GRANTING AND HABENDUM For Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor does hereby GRANT, BARGAIN, SELL, TRANSFER, CONVEY, SET OVER, ASSIGN and DELIVER unto Assignee, its successors and assigns, effective for all purposes as of the Effective Time, the following described properties and assets (the "Properties"): a) All of Assignor's right, title and interests in, to and under, or derived from, the oil and gas leasehold interests, working interests, royalty interests, overriding royalty interests, reversionary interests, mineral interests, production payments, net profits interests, rights to take royalties in-kind, fee interests and surface interests or other interests in production of oil, gas or other minerals described in or which are associated with the interests described in and subject to the reservations expressed in Exhibit "A" (the "Interests"); b) All of Assignor's right, title and interests in, to and under, or derived from, all of the presently existing and valid unitization, communitization and pooling declarations, orders, and agreements (including all units formed by voluntary agreement and those formed under the rules, regulations, orders or other official acts of any governmental entity or tribal authority having appropriate jurisdiction) to the extent ' they relate to any of the Interests, or the production of oil, gas or hydrocarbon and non- hydrocarbon substances attributable thereto; RECEIVED 9/19/2005 at 3:47 PM RECEIVING # 911999 BOOK: 598 PAGE: 265 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY c) All of Assignor's right, title and interests in, to and under; or derived from, all of the presently existing and valid oil sales contracts, casinghead gas sales contracts, gas sales contracts, processing contracts, gathering contracts, transportation contracts, easements, rights-of-way, servitudes, franchise, surface leases, subsurface leases, permits or licenses of any nature owned, held or operated in connection with operations, farm-out contracts, farm-in contracts, balancing contracts (including but not limited to gas imbalances), suspense funds, operating agreements, areas of mutual interest contracts, and other contracts, agreements and instruments (to the extent said contracts are transferable) to the extent they relate to any of the Interests, or the production of oil, gas or other hydrocarbon and non-hydrocarbon substances attributable thereto; d) All of Assignor's right, title and interests in, to and under, or derived from, the personal property, improvements, fixtures, facilities, wells (whether producing, plugged and abandoned, shut-in, injection, disposal or water supply), gathering lines, flow lines, injection lines, pipelines, tanks, boilers, buildings, machinery, equipment (surface and downhole), inventory, pipelines, utility lines, power lines, telephone lines, roads and other appurtenances, to the extent the same are situated upon and/or used or held for use by Assignor in connection with the ownership, operation, maintenance or repair of the Interests, or the production of oil, gas or other hydrocarbon and non-hydrocarbon substances attributable thereto; and e) All of Assignor's right, title and interest in all maps, reports and other written material relating to the Properties, including without limitation, lease files, Property records, contract files, operations files, copies of tax and accounting records and files, well files, geological and geophysical maps, core analyses and hydrocarbon analyses, well logs, mud logs, core data and field studies. It is the intent of Assignor to convey all of its interests in and to the leases, wells, and equipment identified on Exhibit "A," whether correctly described herein or not. The parties hereto recognize and accept that there may exist gas production imbalances between the working interest owners of the Properties being transferred hereby. Subject to Paragraph 2.02, any benefit or liability derived from overproduced or underproduced gas imbalance on such Properties is hereby conveyed tO and accepted by Assignee herein. Assignor reserves onto itself, its heirs, successors and assigns, and excepts from this Assignment all proceeds or revenues attributable to the Properties assigned herein that occurred prior to the Effective Time, as well as the same proportionate share of oil in the tanks on the Effective Time. Assignor shall be entitled to receive any and all proceeds or revenues received for the sale of its proportionate share of the oil remaining in the tanks on the Effective Time and subsequently sold. TO HAVE AND TO HOLD the Properties, together with all and singular the rights, privileges, contracts and appurtenances, in any way appertaining or belonging thereto, unto Assignee, its successors and assigns, forever, subject to the matters set forth herein. ARTICLE II :300267 2.01 Assignor hereby agrees to warrant and forever defend title to the Properties, to the extent of the interests set forth on Exhibit "A" attached hereto, unto Assignee and its successors and assigns forever against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under Assignor, but not otherwise. 2.02 This Assignment is made pursuant to and subject to all of the terms and provisions of that certain Purchase and Sale Agreement dated July 29, 2005, by and among Assignor and Assignee, including, but not limited to, the indemnity and release provisions thereof. 2.03 This Assignment may be executed in any number of counterparts, and each counterpart hereof shall be effective as to each party that executes the same, whether or not all such parties execute the same counterpart. If counterparts of this Assignment are executed, the signature pages from various counterparts may be combined into one composite instrument for all purposes. All counterparts together shall constitute only one Assignment, but each counterpart shall be considered an original. 2.04 To facilitate the recording or filing of this Assignment, the counterpart to be recorded in a given county may contain only that portion of the exhibits that describe Properties located in that county. In addition to filing this Assignment, the parties hereto shall execute and file with the appropriate authorities, whether federal, state or local, all forms or instruments required by applicable law to effectuate the conveyance contemplated hereby. Said instruments shall be deemed to contain all of the terms hereof as fully as though the same were set forth in such instruments. The interests conveyed by such separate assignments are the same, and not in addition to the Properties conveyed herein. 2.05 This Assignment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. [THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK] L'OO2G8 IN WITNESS WHEREOF, this Assignment is executed by the parties on the date of their respective acknowledgments below, but shall be effective for all purposes as of the Effective Time. ASSIGNOR: THE PROSPECTIVE INVESTMENT AND TRADING COMPANY, L,~D. Adam C. Singer, President PITCO INVESTMENTS, LTD. By: The Pitco Company, its General Partner // Adam C. S nger, President JAG OIL LIMITED PARTNERSHIP By: The Pitco Company, By: Adam C. Singer, President AS ISINVESm~~//~ ~ENTS, .L.C. BY:Ada .-nC. Singer, its. Manager HIGH H~IL~NY, L.L.C. By: ~r Adam C. Singer, its Manager ASSIGNEE: CITATION 1987 INVESTMENT LIMITED PARTNERSHIP, a Texas limited partnership By: COGC LP, i)g'General Partner By: Citation~&y~~s General Partner By: Gary C. Johnson, Senior Vice President STATE OF OKLAHOMA COUNTY OF TULSA ooo27o This instrument was acknowledged before me on September 16, 2005, by Adam C. Singer, President of THE PROSPECTIVE INVESTMENT AND TRADING COMPANY, LTD., an Oklahoma corporation, on behalf of said corporation. Notary Public~tfate of Oklahoma STATE OF OKLAHOMA COUNTY OF TULSA This instrument was acknowledged before me on September 16, 2005, by Adam C. Singer, President of The PITCO COmpany, general partner of ~)ITCO INVESTMENTS, LTD., a Texas limited partnership, on behalf of said limited partnership. Not~ Publi~ In ~r~cl for I~e ~ State o! Okl~hom~ ~ Commission ~040108,~ { U~[.~ .~Co,.m.-~..,,~.'.'~.,'~0~ 1 Notary , State of Oklahoma STATE OF OKLAHOMA COUNTY OF TULSA This instrument was acknowledged before me on September 16, 2005, by Adam C. Singer, President of The PITCO Company, general partner of JAG OIL LIMITED PARTNERSHIP, an Oklahoma limited partnership, on behalf of said limited partnership. Not~y Public In ~nd for 8'm ~[ State of Oklahoma ~ Comml~k3n ~04010832~ My Commission ex~m~ ~2~02/20~8 ~ ...... State of Oklahoma STATE OF OKLAHOMA COUNTY OF TULSA This instrument was acknowledged before me on September 16, 2005, by Adam C. Singer, Manager of AS IS INVESTMENTS, L.L.C., an Oklahoma limited liability company, on behalf of said limited liability company. (t t~.,~~] I St~t~ofOk~horrm. ) t v00271 STATE OF OKLAHOMA COUNTY OF TULSA This instrument was acknowledged before me on September 16, 2005, by Adam C. Singer, Manager of HIGH HOPES OIL COMPANY, L.L.C., an Oklahoma limited liability company, on behalf of said limited liability company. STATE OF OKLAHOMA COUNTY OF TULSA This instrument was acknowledged before me on September 16, 2005, by Gary C. Johnson, Senior Vice President of CITATION 1987 INVESTMENT LIMITED PARTNERSHIP, a Texas limited partnership. J [ '~/~_ _~'~., '~ ~ Notary Publlc In ind for the J }l t~) I StateefOk~hom~ ) [ ~.~.N~4', O ] Comrni~ion #04010632 ~ L;00272 00000 ZZZZZ mm 0000 0 Z Itl X