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RECEIVED 10/21/2005 at 12:02 PM
RECEIVING # 913045
BOOK: 602 PAGE: 156
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
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EXIllBIT "B"
TO FARMOUT AGREEMENT
DATED JANUARY 1, 2004 BETWEEN
CHEVRON U.S.A. INe. AND
WESTPORT OIL AND GAS COMPANY, L.P.
ASSIGNMENT AND AGREEMENT
CHEVRON U.S.A. INC., a Pennsylvania corporation, P. O. Box 36366, Houston, Texas 77236,
hereafter "Assignor", for valuable consideration received, does by these presents grant, sell, assign
and convey without warranty of any kind, express or implied, unto WESTPORT OIL AND GAS
COMPANY, L.P., 1670 Broadway Suite 2800, Denver, Colorado 80202, hereafter "Assignee", an
undivided seventy percent (70%) of Assignor's right, title and interest in and to the lease specified in
Exhibit "1" hereto, INSOFAR AND ONLY INSOFAR as the lease(s) cover(s) the lands and depths
described in Exhibit "1" (hereafter the "assigned premise" or "assigned lease", whether one or more),
which exhibit is incorporated herein and made a part hereof for all purposes.
1.
FARMOUT AGREEMENT; GRANTS AND RESERVATIONS: Assignee earned this
Assignment pursuant to the tenns of the parties' unrecorded Fannout Agreement dated
January 1, 2004 ("Fannout Agreement"). This Assignment is subject to all the tenns of the
Farmout Agreement. This Assignment is further subject to the following grants and
reservations:
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A.
(1)
Overriding royalty reserved to Assignor: Twelve and one half percent
(12.5%) of 8/8ths in the well drilled to earn this Assignment.
(2) Limit on tenn of overriding royalty reservation: until payout of the well
drilled to earn this Assignment, at which time Assignor will have the option
to either (a) retain the overriding royalty, or (b) convert forty percent (40%)
of the overriding royalty (i.e., a five percent (5%) of 8/8ths overriding
royalty interest) into an undivided thirty percent (30%) working interest in
the well drilled to earn this Assignment, and retain the remaining sixty
percent (60%) of the overriding royalty interest (i.e., a seven and one-half
percent (7.5%) of 8/8ths overriding royalty interest).
B.
(1)
Additional grant by Assignor to Assignee: the remaining undivided thirty
percent (30%) of Assignor's right, title and interest in the well drilled to
earn this Assignment.
(2) Limit on tenn of additional grant: There will be no limit on the tenn of the
additional grant if Assignor elects to retain the full overriding royalty under
Section A(2). If Assignor elects to convert part of the overriding royalty
into a working interest under Section A(2), then in that event the additional
grant will terminate at payout of the well drilled to earn thisAssignment.
e. Assignor shall have thirty (30) clays after receipt of written notice of the occurrence
of payout within which to notify Assignee of its election to continue the overriding
royalty in full or to convert part of the overriding royalty into a working interest. If
Assignor fails to respond to Assignee within the designated time, it shall be
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presumed that Assignor has elected to continue its overriding royalty in full.
D. If any assigned lease covers less than a full mineral interest, or if Assignor's interest
in an assigned lease is less than the full leasehold estate, then the overriding royalty
interest reserved by Assignor in such lease shall, as to any production allocable
thereto, be reduced proportionately.
E. If prior to or within one (1) year following the expiration of an assigned lease,
Assignee or its affiliates, successors or assigns acquires, directly or indirectly, a
lease, working interest or mineral interest which covers all or any part of the expired
lease, the acquired interest will be subject to all the provisions of this Assignment,
including but not limited to the overriding royalty and any other interest in
production retained by Assignor hereunder, and Assignee will cause an appropriate
conveyance to be made to Assignor on a form acceptable to Assignor; provided that
this provision will not apply to any lease, working interest or mineral interest
acquired more than twenty (20) years from the effective date of the Farmout
Agreement.
F. Assignor excepts from this Assignment and hereby reserves unto itself all rights,
titles, interests and estates not expressly herein assigned to Assignee.
2. SURFACE USE: Assignor and Assignee shall have equal and concurrent easement rights
on and to the assigned premises and Assignor reserves rights of ingress and egress on, over,
under and through the assigned premises to the extent Assignor may deem necessary or
convenient in conducting drilling, producing, processing, storing and other operations,
whether similar or dissimilar, on or off the assigned premises and also including the right to
drill for, produce and transport water (whether fresh, saline, sulphur or other) for such uses
or purposes as it may elect.
3. CESSATION OF PRODUCTION: If production of oil and/or gas in paying quantities
from the well drilled to earn this Assignment should cease for any cause other than a
force majeure cause not within Assignee's reasonable control, and if Assignor does not
own a working interest in the well at the time production in paying quantities ceases,
Assignee shall have forty-five (45) days after cessation of such production, or such lesser
time as the drill site leases provide, in which to commence reworking or recompletion
operations on the well or drilling operations on another well (such drilling operations to
be conducted at a location acceptable to Assignor on the same drilling, spacing or
proration unit), and thereafter conduct such operations without the lapse of more than
forty-five (45) days, or such lesser time as the drillsite leases provide, until production of
oil and/or gas in paying quantities from the well or an authorized replacement is obtained
by Assignee on the assigned premises. If Assignee fails to do so, Assignor may terminate
this Assignment insofar as it affects the acreage earned under the Farmout Agreement for
drilling the well which ceases to produce in paying quantities, whereupon Assignee shall
reassign to Assignor by recordable written instrument the interest Assignee acquired from
Assignor pursuant to this Assignment. At any time after Assignee has become obligated
to reassign such an interest in the assigned premises to Assignor, Assignor shall have the
right but not the obligation to enter upon the affected acreage and conduct such
operations as Assignor chooses and the affected acreage shall no longer be covered by
this Assignment; provided that Assignee shall not be relieved of any obligation or liability
theretofore incurred as to the affected acreage and Assignee agrees to indemnify and hold
Assignor harmless from any such obligation or liability. If Assignor elects to take over
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OS:l304~e well, Assignor will pay Assignee its share of the reasonable salvage value of casing
and equipment left in the hole by Assignee at Assignor's request and Assignee shall be
relieved of its obligation to plug the well. If Assignor elects not to take over the well,
Assignee shall plug and abandon the well, remove its equipment and all trash and debris
from the well site, treat and backfill all pits used in the drilling of the well, and clean and
restore the well site surface as nearly as practicable to its original condition, within sixty
(60) days after demand by Assignor.
4. DELAY RENTALS, MINIMUM ROYALTIES AND SHUT-IN PAYMENTS: Assignor
will attempt to timely and properly pay delay rentals accruing on the assigned leases but will
not be liable for failure to so pay. Assignee shall reimburse Assignor within thirty (30) days
of receipt of Assignor's invoices for Assignee's working interest share of all delay rentals
paid by Assignor on the assigned leases after the effective date of this Assignment. If
Assignee fails to reimburse Assignor within the specified time period, then in addition to all
other rights Assignor may have under the law, Assignor may unilaterally tenninate this
Assignment as to the affected leases whereupon Assignee shall immediately reassign to
Assignor, on a form acceptable to Assignor, the affected leases. An election by Assignor to
terminate this Assignment shall not be deemed an election of remedies. Assignee shall not
be relieved of any obligations or liabilities incurred or created as to the assigned premises
prior to termination of this Assignment and Assignee agrees to inderrmify and hold Assignor
harmless rrom all such obligations and liabilities.
Assignee shall make all shut-in gas well payments and minimum royalty payments required
or permitted by the assigned leases. All such payments shall be borne by the parties based
upon their working interest ownership in the affected welles) at the time such payments are
due.
5. OPERATING AGREEMENT: If this Assignment results in joint ownership of working
interest rights between Assignor and Assignee, operations and proposals for operations shall
be conducted and made pursuant to the terms of the Joint Operating Agreement described in
the Farmout Agreement.
6. PRODUCTION AND SHUT-IN WELL REPORTS: Unless Assignor is the operator of
the assigned premises, Assignee shall, on or before the fifteenth (15111) day of each calendar
month, furnish Assignor a copy of all production reports affecting the assigned premises
filed during the preceding month with state and federal regulatory bodies and shall notify
Assignor immediately if the only producing well on an assigned lease is shut-in for any
reason and likewise give notice if production thererrom is resumed.
7. INSPECTIONS AND AUDIT: If Assignor retains a present or future interest in production
rrom the assigned premises (including an overriding royalty) and is not the operator of the
assigned premises, Assignor's representatives shall, at all reasonable times during business
hours and rrom time to time, for a period of twenty-four (24) months following the end of
any calendar year in which costs were incurred and/or revenues were received, have the right
to inspect and audit Assignee's accounts, books, and records which concern production rrom
the assigned premises and shall, at all times and rrom time to time, have rree and full access
to all wells on the assigned premises and all tanks, gauges, and other equipment used in
producing such wells in order that Assignor may ascertain with certainty the quantity of oil
and gas produced, saved and sold or used off the premises and the value and/or the proceeds
rrom the sale thereof. Notwithstanding the above, for any audit conducted hereunder for the
purposes of determining payout as is elsewhere herein defmed, Assignor shall have twenty-
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four (24) months from the end of the calendar year in which Assignor is notified of payout to
audit all of Assignee's accounts and records relating to the assigned premises, including but
not limited to the production and sale of all hydrocarbons allocable thereto.
8. REASSIGNMENT: Assignee shall not surrender, release, abandon or allow to expire in any
manner whatsoever any leasehold interest in the assigned premises without first giving thirty
(30) days' notice to Assignor of Assignee's intention to do so. Neither shall Assignee plug
and abandon a previously producing well on the assigned premises or on acreage pooled
therewith if, following such plugging, Assignee plans to surrender, release, abandon or allow
the leasehold interest held by such well to expire without first giving like notice to Assignor.
Assignor is hereby granted the option for a period of fifteen (15) days from the receipt of
either such notice to request from Assignee an assignment of such well and of such interest
or any part thereof as Assignee proposes to surrender, quitclaim or allow to expire. Upon
receipt of such request from Assignor in writing, Assignee agrees to promptly execute and
deliver to Assignor an assignment (on a fonn acceptable to Assignor) of the leases as to
which Assignor requests assignment, including, at Assignor's option, all the wells, equipment
and other personal property thereon or used in connection therewith. In addition, if the
notice relates to a well to be plugged and abandoned, the assignment shall include all lands
and leases owned by Assignee which constitute the entire drilling, spacing or proration unit
allocated (or allocable if not fonnally allocated) to the well and shall include all depths and
zones underlying the geographical bounds of the unit to the extent such depths and zones
were assigned herein, except that Assignee may retain the specific zones included within a
productive drilling, spacing or proration unit allocated to another productive well. Promptly
after delivery of any such assignment which covers equipment or personal property,
Assignor shall pay Assignee the reasonable salvage value of the interest in such equipment
and personal property assigned by Assignee to Assignor. Unless provided to the contrary in
the Joint Operating Agreement, if applicable, Assignee shall plug and abandon each well
not accepted by Assignor, remove its equipment and all trash and debris from the
well site, treat and backfill all pits used in the drilling of the well, and clean and restore
the well site surface as nearly as practicable to its original condition, within sixty (60)
days after demand by Assignor.
9. REASSIGNMENTS FREE OF ASSIGNEE-CREATED BURDENS: If Assignee is
required to reassign the assigned premises· to Assignor or if a grant under this Assignment
tenninates, Assignee shall warrant the reassigned interest or Assignor's reversionary interest
to be free and clear of any mortgage, lien, encumbrance, overriding royalty burden,
production payment or any similar or dissimilar burden created by, through or under
Assignee or pursuant to its authority. No such reassignment shall in any event relieve
Assignee of any other obligation imposed on Assignee by this Assignment unless (and then
only to the extent that) Assignor specifically agrees in writing to undertake such obligation.
To the extent that Assignor does not specifically relieve Assignee from its obligations,
Assignee shall indemnify and hold Assignor hannless therefor.
10. WELL INFORMATION: Assignor's representatives shall at all times have free and full
access to all wells drilled on the assigned premises and on acreage pooled therewith and
immediately after any well location is staked, Assignor shall be furnished three (3) copies of
the officially used location plat and shall thereafter be immediately furnished all infonnation
with respect to such well which Assignor may request, together with samples of all cuttings
and cores obtained therefrom, including four (4) copies of any surveys made by electrical or
other logging devices. Within thirty (30) days after rig release from any wen, Assignor shan
be notified of the results of the operation and shall be furnished a copy of each fonn
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applicable to such well required to be filed with governmental authorities in connection with
completion, testing and/or abandonment thereof.
11. POOLING: Assignee is hereby granted the right and power to pool the overriding royalty
reserved by Assignor on the assigned leases in the same manner and to the same extent that
the lessor's royalty under the leases may be pooled.
12. DEFINITIONS:
(a) OVERRIDING ROYALTY shall mean the fraction designated of all oil, gas and
other hydrocarbon substances produced and saved from a well under the tenns of
and allocable to the assigned leases. The same shall be computed and paid to
Assignor at the same time that royalties to lessors are computed and paid or, at
Assignor's option, delivered to Assignor's credit in the pipeline or pipelines to which
the well may be connected. In either event, the same shall be free and clear of all
costs of development, production, transportation, manufacturing, processing and all
other costs, except taxes on production. Assignor's overriding royalty shall be in
addition to any overriding royalties, oil payments and other payments out of
production of any nature whatsoever to which the assigned leases may be or become
subject.
(b) PAYOUT of a well shall refer to that point in time at which the total proceeds from
the sale of oil, gas and other hydrocarbon substances produced from the well, plus
the market value of such production that is taken in kind or used off the assigned
premises but not sold, equals the entire cost borne by Assignee in drilling, testing
and completing the well plus Assignee's share of the cost of operating the well for
the production of oil, gas and other hydrocarbons during the reimbursement period.
In detennining the value of oil, gas and other hydrocarbons taken in kind or used off
the assigned premises but not sold, the current market value of oil, gas and other
hydrocarbons produced in the field or the surrounding geographic area shall be
determinative. In calculating payout, the total proceeds as calculated above shall be
reduced by Assignee's proportionate part of the following burdens on the assigned
leases: royalties payable to lessors; any overriding royalty reserved to Assignor;
overriding royalties, production payments or other obligations payable out of
production existing as of the effective date of this Assignment and not created by
Assignee; and taxes based directly upon or measured directly by such production.
The above calculations shall apply only with respect to production, proceeds and
costs allocable to the assigned leases.
13. NOTICES: Unless otherwise provided, all notices required under this Assignment shall be
deemed given only upon receipt, when delivered personally, by facsimile transmission, by
overnight courier, by telex or by registered or certified mail (return receipt requested),
postage prepaid, to the parties at the following addresses, or at such other addresses as shall
be specified by like notice:
Attention:
Facsimile:
John W. Albert
281-561-3880
Westport Oil And Gas Company, L.P.
1670 Broadway, Suite 2800
Denver, CO 80202
Attention:
Facsimile:
CHEVRON U.S.A. INC.
P. O. Box 36366
Houston, Texas 77236
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14. EFFECT OF TERMINATION: Notwithstanding anything in this Assignment to the
contrary, tennination of this Assignment shall not relieve Assignee from any liability,
duty or obligation which accrued, attached or arose prior to such tennination or be
construed as precluding, nor shall it preclude, Assignor from asserting its right to specific
perfonnance, damages or any other rights or remedies to which Assignor may be entitled.
15. MODIFICATIONS: No provision of this Assignment shall be modified, amended or
waived unless the parties hereto have expressly so agreed in writing.
16. PAYOUT STATEMENT: If the tenn of a grant or reservation under this Assignment is
contingent upon payout of a wen, Assignee shall, on a monthly basis until payout occurs,
provide Assignor itemized statements reflecting the status of the payout account at P. O. Box
J, Section 731, Concord, California 94524, Attention: Manager, Joint Interest
Accounting, or to such other address that Assignor may designate. Within sixty (60) days
after payout of the affected well, Assignee shall notifY Assignor at the above address of the
occurrence of payout.
17. INDEMNITY: In its operations on the assigned premises, Assignee agrees to comply with
all of the tenns of this Assignment; to comply with an applicable local, state and federal
laws, orders, rules and regulations; to observe and perfonn all of the tenns, express and
implied, of the assigned leases; and to defend, indenmifY and hold Assignor hannless from
all claims, demands, suits, losses, fines, penalties, damages, liabilities, costs and expenses of
every character whatsoever, including but not limited to court costs and attorney's fees,
which Assignor may incur by reason of any act or omission by Assignee or by reason of the
failure of Assignee to observe, perfonn and comply with such tenns, laws, orders, rules and
regulations. If this Assignment results in joint ownership of working interest rights between
Assignor and Assignee, the indenmity provisions set forth above shall not apply to the extent
they conflict with the tenns of the Joint Operating Agreement. THE DEFENSE AND
INDEMNITY PROVISIONS OF TillS AGREEMENT SHALL APPLY WITHOUT
REGARD TO THE CAUSE OR CAUSES OF THE UNDERLYING CLAIM,
INCLUDING BUT NOT LIMITED TO (l) THE NEGLIGENCE (WHETHER SOLE,
CONTRIBUTORY, COMPARATIVE, CONCURRENT, ACTIVE, PASSIVE,
SIMPLE OR GROSS) OF ASSIGNOR AND ITS AFFILIATES, (II) THE LIABILITY
WITHOUT FAULT OF ASSIGNOR AND ITS AFFll..,lATES , AND (ill) THE
NEGLIGENCE (WHETHER SOLE, CONTRIBUTORY, COMPARATIVE,
CONCURRENT, ACTIVE, PASSIVE, SIMPLE OR GROSS) OR LIABILITY
WITHOUT FAULT OF ASSIGNEE OR ANY TIllRD PARTY. IF ANY INDEMNITY
PROVISION OF TillS ASSIGNMENT SHALL BE ADJUDGED INVALID OR
UNENFORCEABLE BY A COURT OF COMPETENT JURISDICTION OR BY
OPERATION OF ANY APPLICABLE LAW, SUCH PROVISION SHALL BE
DEEMED OMITTED TO THE EXTENT AND ONLY TO THE EXTENT OF THE
INVALIDITY OR UNENFORCEABILITY, AND THE REMAINING INDEMNITY
PROVISIONS SHALL REMAIN IN FULL FORCE AND EFFECT.
18. NO WARRANTIES: ASSIGNOR MAKES NO WARRANTIES OR REPRESENTA-
TIONS AS TO TITLE TO OR TIIE CONDITION OF THE ASSIGNED PREMISES,
EITHER EXPRESS OR IMPLIED. ASSIGNEE ASSUMES THE RISK OF
DESCRJPTION, TITLE AND CONDITION OF THE ASSIGNED PREMISES AND HAS
SATISFIED ITSELF WITH REGARD THERETO.
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19. DISCLOSURE OF ROYALTY VALUATION CLAIMS, DEMANDS, LAWSUITS:
The assigned leases may be subject to various claims, demands or lawsuits alleging
underpayment of royalty or severance taxes based upon Assignor's use of the posted price of
crude oil in the calculation and payment of royalty or severance taxes on oil. If the assigned
leases are subject to any such claims, demands or lawsuits, Assignor shall retain liability
therefor with respect to events occuning prior to the effective date of this Assignment.
Settlement agreements and/or judgments entered in such lawsuits may affect the manner in
which royalty or severance taxes on oil produced :trom the assigned leases are paid after the
effective date of this Assignment, and Assignee agrees to comply fully with the tenns of
such settlement agreements and/or judgments insofar as they affect the assigned leases.
20. LATE PAYMENTS: Should Assignor fail to receive payment for its retained interest in
production within sixty (60) days after the month of production or such shorter period as
may be required by law, past due payments to Assignor shall thereafter bear interest at the
rate of twelve percent (12%) per annum or the maximum contract rate permitted by the
applicable usury laws of the state in which the assigned premises are located, whichever is
the lesser, until proper payment has been made. Assignor shall be entitled to collect
attorney's fees, court costs, and other costs in connection with the collection of unpaid
amounts.
21. NO WAIVER: Nonenforcement by Assignor of a remedy for any particular violation of
the provisions of this Assignment shall not constitute a waiver nor shall same prevent the
exercise by Assignor of any remedy or remedies for any other violation or for the same
violation occurring at any other time or times.
22. If this Assignment and Agreement covers an interest in federal oil and gas leases, Assignor
shall separately deliver to Assignee such assignment as may be necessary to transfer record
title to such interest on the records of the Bureau of Land Management. Any assignment
delivered for such purpose shall be subject to this Assignment and Agreement, and shall not
be construed to grant rights or interests additional to those described herein.
The tenns of this Assignment and Agreement shall be covenants running with the land and shall
inure to and be binding on the parties hereto, their respective heirs, personal representatives,
successors and assigns. In Witness Whereof, this Assignment and Agreement is executed in multiple
originals by the parties on this 11th day of October ,20 05, but is effective as of
the 9th Day of May, 2005.
ASSIGNOR:
CHEVRON U.S.A. INC.
By
Printed Na e
Title
ASSIGNEE:
~STPORT 0W~COM:PANY, L.P.
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ACKNOWLEDGMENTS
STATE OF TEXAS
§
§
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S""knOWled~n thi'~i~í4 (~ ,20D;')
by ¿,,~ I of CHEVR N U.S.A.
INe., a Pennsylvania corporation.
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§ ....t-I'Y PVð LUISA GANUNG :-;
~ it:j:~f' NOTARY PUBLIC, STATE OF TEXAS S
§ :~: MY COMMISSION EXPIRES 8
~ ¿'''~OF~t.~ MAY 30, 2008 ~
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My Commission Expires:
5,- 30 -QXJß
COUNTY OF HARRIS
ST ATE OF COLORADO
§
§
§
COUNTY OF DENVER
This instrument was acknowledged before me on this 11th day of October , 20_, by
David R. Dix ,Attorney-in-fact of West port Oil & Gas CDmpany, LP
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for the State of Colorado
My Commission Expires 04/21/2008
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EXHIBIT" 1"
ATTACHED TO AND MADE A PART OF ASSIGNMENT AND AGREEMENT
DATED JANUARY 1, 2004, BETWEEN
CHEVRON U.S.A. INe. AND
WESTPORT OIL AND GAS COMPANY, L.P.
DESCRIPTION OF LEASES AND LANDS ASSIGNED:
U.S.A. Lease WYW132418: Township 23 North. Range 113 West. 6Úl P.M.
Section 13: SW/4
Lincoln County, Wyoming
LIMITATION ON DEPTHS ASSIGNED: This Assignment and Agreement shall cover only those
depths rrom the surface down to the stratigraphic equivalent of 11,100 feet below the surface in the
Shute Creek Federal #4-13 well located in the NE/4SW/4 of Section 13, Township 23 North, Range
113 West, Lincoln County, Wyoming.
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