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ASSIGNMENT. BILL OF SALE AND CONVEYANCE
RECEIVED 1/4/2006 at 11 :22 AM
RECEIVING # 914961
BOOK: 608 PAGE: 840
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
STATE OF WYOMING §
§ SS.
COUNTY OF LINCOLN §
THIS ASSIGNMENT, BILL OF SALE AND CONVEYANCE ("Assignment"), dated
effective January I, 2006 at 7:00 a.m. Mountain Time (the "Effective Time"), is from Qçmald B.
Anderson Ltd., a New Mexico general partnership, and W~~~~sLLimited Liability Company, a
Wyoming limited liability company, both being located at 6300 S. Syracuse Way, Englewood,
Colorado 80 III , (collectively referred to as "Assignor") and
XTO ENERGY INe.
810 HOUSTON ST
FORT WORTH, TX 76102-6298
(" Assignee").
For $l 00.00 and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Assignor hereby sells, assigns, transfers, grants, bargains and conveys to
Assignee all of Assignor's right, title and interest in and to the following real and personal property
interests (collectively, the "Assets"):
a. The oil and gas leases described in Exhibit A (the "Leases"), insofar as said
Leases cover the land described in Exhibit A (the "Land" or "Lands") and the oil, gas and other
hydrocarbons (the "Hydrocarbons") attributable to the Leases or Lands, together with all the property
and rights incident thereto and obligations associated with the contracts and agreements relating to
the Leases and Land, including without limitation, all operating agreements, exploration agreements,
pooling, communitization and unitization agreements, farmout agreements, product purchase and
sale contracts, transportation, processing, treatment or gathering agreements, leases, permits, rights-
of-way, easements, licenses, declarations, orders, contracts, and instruments in any way relating to
the Leases;
b. The oil and gas wells specifically described on Exhibit B (the "Wells"),
together with all injection and disposal wells on the Leases or Lands or on lands pooled or unitized
therewith, and all personal property, equipment, fixtures, improvements, permits, rights-of-way and
easements used in connection with the production, gathering, treatment, processing, storing, sale or
PLEASE RETURN TO:
TOGAC
POBOX 671787
HOUSTON, TX 77267-1787
Sale No. 205C
Lot No. 8l
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disposal of Hydrocarbons or water produced from the properties and interests described in subsection
(a);
c. The pooling and communitization agreements, declarations and orders, and all
other such agreements relating to the properties and interests described in subsections (a) and (b) and
to the production of Hydrocarbons, if any, attributable to said properties and interests;
d. All existing and effective sales, purchase, exchange, gathering, transportation
and processing contracts, operating agreements, balancing agreements, farmout agreements, and
other contracts, agreements and instruments insofar as they relate to the properties and interests
described in subsections (a) through (c);
e. The files, records, and data of Assignor relating to the items described in
subsections (a) through (d) above (the "Records II). The Records shall not include any data or
information that is subject to applicable third-party licensing restrictions or other restrictions on
disclosure or transfer.
TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns forever.
This Assignment is made subject to the following terms and conditions:
1. Warranty: THIS ASSIGNMENT IS MADE WITHOUT ANY WARRANTY OR
REPRESENTATION OF TITLE, WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, EXCEPT THAT ASSIGNOR AGREES TO WARRANT AND DEFEND
TITLE AGAINST THE CLAIMS AND DEMANDS OF ANY P ARTY CLAIMING OR TO
CLAIM THE SAME AS A RESULT OF ASSIGNMENTS OR ENCUMBRANCES
CREATED BY ASSIGNOR, BUT NOT OTHERWISE. THIS ASSIGNMENT IS
FURTHER MADE WITHOUT WARRANTY OR REPRESENTATION, WHETHER
EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AS TO THE CONDITION,
QUANTITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY
PURPOSE, CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR
MERCHANTABILITY OF ANY OF THE EQUIPMENT AND, EXCEPT AS EXPRESSL Y
PROVIDED ABOVE, WITHOUT ANY OTHER EXPRESS, IMPLIED, STATUTORY OR
OTHER WARRANTY OR REPRESENTATION WHATSOEVER. THIS ASSIGNMENT
IS MADE WITH FULL SUBSTITUTION AND SUBROGATION OF ASSIGNEE IN AND
TO ALL REPRESENTATIONS AND WARRANTIES HERETOFORE GIVEN OR MADE
BY OTHERS WITH RESPECT TO THE ASSETS. ASSIGNEE HAS INSPECTED OR
WAIVED IT RIGHT TO INSPECT THE ASSETS FOR ALL PURPOSES AND HAS
SATISFIED ITSELF AS TO THEIR PHYSICAL AND ENVIRONMENTAL CONDITION,
BOTH SURFACE AND SUBSURFACE. ASSIGNEE IS RELYING SOLELY UPON ITS
Sale No. 205C
Lot No. 81
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OWN INSPECTION OF THE ASSETS, AND ASSIGNEE SHALL ACCEPT ALL OF THE
SAME IN THEIR "AS IS, WHERE IS" CONDITION. IN ADDITION ASSIGNOR
MAKES NO WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE, AS TO THE ACCURACY OR COMPLETENESS OF
ANY REPORTS, RECORDS, PROJECTIONS OR MATERIALS NOW, HERETOFORE
OR HEREAFTER FURNISHED TO ASSIGNEE IN CONNECTION WITH THIS
ASSIGNMENT, AND SUCH RECORDS, REPORTS, PROJECTIONS AND OTHER
MATERIALS ARE PROVIDED ASSIGNEE AS A CONVENIENCE AND SHALL NOT
CREATE OR GIVE RISE TO ANY LIABILITY OF OR AGAINST ASSIGNOR. ANY
RELIANCE ON OR USE OF THE SAME SHALL BE AT ASSIGNEE'S SOLE RISK TO
THE MAXIMUM EXTENT PERMITTED BY LAW.
2. Allocation of Production. Proceeds and Taxes: All production of oil, gas and other
minerals from the Assets prior to the Effective Time, and all proceeds from the sale of such
production, shall be the property of Assignor. All such production upon and after the
Effective Time, and all proceeds from the sale thereof, shall be the property of Assignee.
Assignee shall assume all rights and/or liabilities of Assignor (whether satisfiable in cash or
out of production) associated with any gas imbalances affecting the Assets as of the Effective
Time and thereafter, and Assignee hereby succeeds to the position of Assignor with respect
to all gas imbalances (whether arising under contract or otherwise) and all make-up rights
and obligations associated with such gas imbalances, whether same arose before or after the
Effective Time; as a result of such succession, Assignee shall (i) be entitled to receive any
and all benefits, including payments of proceeds of production in excess of amounts which it
would otherwise be entitled to produce and receive by virtue of ownership of the Assets,
which Assignor would have been entitled to receive by virtue of such position and (ii) be
obligated to suffer any detriments which Assignor would have been obligated to suffer by
virtue of such position (whether the same be in the form of the obligation to deliver
Production which would have otherwise been attributable to its ownership of the Assets
without receiving full payment therefor, or in the form of the obligation to make payment in
cash). All taxes (other than income taxes) associated with the Assets and/or measured by
production therefrom are allocated as between Assignor and Assignee as of the Effective
Time. It is agreed that oil that was produced from the Assets and that was, on the Effective
Time, stored in tanks located on the Assets (or located elsewhere but used by Assignor to
store oil produced from the Assets prior to delivery to oil purchasers) and above pipeline
connections shall be deemed to have been produced before the Effective Time and Assignee
shall reimburse Assignor for such volumes.
3. Responsibility for Payments and Obli2ations: Assignee shall be responsible for all lease
rentals, shut-in royalties, minimum royalties, payments in lieu of production, production
royalties (including royalties paid in kind), ovelTiding royalties, production payments, net
profits payments, contractual payments, operating costs, expenses, fees, vendor and
Sale No. 20SC
Lot No. 81
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contractor invoices, billing, charges, assessments, overhead charges under applicable
operating agreements and other indebtedness and obligations due, payable, incurred, accrued
or attributable to the ownership, operation, use or maintenance of or otherwise relating to the
Assets on or after the Effective Time, and shall reimburse Assignor for any such payments
made or obligations discharged by Assignor after the Effective Time.
4. Assumption and Indemnification: As used in this paragraph 4 and the subparagraph
hereunder, "Claims" shall include claims, demands, causes of action, liabilities, damages,
fines, penalties and judgments of any kind or character, whether or not resulting from third
party claims, and all costs and fees (including, without limitation, interest, reasonable
attorneys' fees, reasonable costs of experts, court costs and reasonable costs of investigation,
in connection therewith):
A. Assignee shall, without limitation of the other provisions of this Assignment, (i)
assume and promptly comply with all duties and obligations of Assignor, express,
statutory or implied, arising or accruing with respect to the Assets after the Effective
Time, specifically including, without limitation, any obligation to take any clean-up,
remedial or other action with respect to the Assets, and (ii) defend, indemnify and
hold Assignor harmless from and payor reimburse Assignor for any and all Claims in
connection with the duties and obligations described in item (i), above. Without
limitation of the generality of the foregoing, Assignee shall assume all responsibility
to properly plug, re-plug and/or abandon any well located on or included in the
Assets, whether such well was abandoned prior to or after the Effective Time.
B. Except as otherwise provided herein, Assignee shall defend, indemnify and hold
Assignor harmless from and payor reimburse Assignor for any and all Claims for
personal injury or death or property damage arising directly or indirectly from or
incident to, the use, occupation, operations, maintenance or abandonment of any of
the Assets on or after the Effective Time.
5. To the extent permitted by law, Assignee shall be subrogated to Assignor's rights in and to
representations, warranties and covenants given with respect to the Assets. Assignor hereby
grants and transfers to Assignee, its successors and assigns, to the extent so transferable and
permitted by law, the benefit of and the right to enforce the covenants, representations and
warranties, if any, which Assignor is entitled to enforce with respect to the Assets, but only
to the extent not enforced by Assignor.
6. Assignor or Assignee may execute separate governmental form assignments of the Assets on
officially approved forms, in sufficient counterparts to satisfy applicable statutory and
regulatory requirements. Those assignments shall be deemed to contain all of the exceptions,
reservations, walTanties, rights, titles, power and privileges set forth herein as fully as though
Sale No. 205C
Lot No. 81
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they were set forth in each such assignment. The interests conveyed by such separate
assignments are the same, and not in addition to, the Assets conveyed herein.
7. This Assignment binds and inures to the benefit of Assignor and Assignee and the
ilTespective successors and assigns.
8. Assignor and Assignee agree to conduct a post-closing accounting settlement on or before
90 days from the execution date hereof (the "Post-Closing Settlement"). The Post-Closing
Settlement shall reflect any necessary additional adjustments for (i) reductions for proceeds
of production received by Assignor for times after the Effective Time, (ii) increases for the
value of all merchantable oil in storage above the pipeline connection at the Effective Time,
(iii) increases for costs paid by Assignor for times after the Effective Time, (iv) proration of
taxes as ofthe Effective Time and (v) other adjustments in accordance with the terms of this
Assignment, Bill of Sale and Conveyance or as otherwise mutually agreed to by Assignor
and Assignee.
[Remainder of Page Intentionally Left Blank]
Sale No. 205C
Lot No. 81
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EXECUTED on the dates contained in the acknowledgments of this Assignment, to be
effective for all purposes as of the Effective Time.
ASSIGNOR:
Donald B. Anderson Ltd.
By: D~ is ILL.,-
Donald B. Anderson, General Partner
Windward Limited Liability Company
By: ~W\. t£~
Sally M. Anderson, Managing Member
[Remainder of Page Intentionally Left Blank]
Sale No. 205C
Lot No. 8l
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ASSIGNEE:
XTO ENERGY INC.
By:
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Edwin S. Ryan, Jr.
Senior Vice President - Land
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Sale No. 20SC
Lot No. 81
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ACKNOWLEDGEMENTS
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STATE OF COLORADO )
) SS.
COUNTY OF ARAPAHOE )
The foregoing instrument was acknowledged before me by Donald. B. Anderson, as
General Partner of Donald B. Anderson Ltd., a New Mexico general partnership , this 28th day
of November, 2005, on behalf of said partnership.
STATE OF COLORADO )
) SS.
COUNTY OF ARAPAHOE )
Witness my hand and official seal.
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My commission expires: _l D. I 3, 0 ~
The foregoing instrument was acknowledged before me by Sally M. Anderson, as
Managing Member of Windward Limited Liability Company, a Wyoming limited liability
company, this 28th day of November, 2005, on behalf of said company.
Witness my hand and
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Notary Public - State of C
My commission expires: -10, 13· 0 c¡
Sale No. 205C
Lot No. 81
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COUNTY OF
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The foregoing instrument was acknowledged before me by zd (.À),'r\ 5·~0S1CVì.~e.)
5 ~ v· P. - L Qrî D _ f'
í:J..f~CV:"~ =:t\c. ,this ;) 1 day of ¿Q¡oV ,2005,onbehaifo~
said company.
Witness my hand and official seal.
/
t{Uj[li[)~
Notary Public - State of
My Commission Expires:
Sale No. 205C
Lot No. 81
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ATTACHED TO AND MADE A PART OF THE ASSIGNMENT, BILL OF SALE AND
CONVEYANCE DATED EFFECTIVE JANUARY 1,2006.
Lease Number:
Lessor Name:
Lessee Name:
Date:
Description:
Lease Number:
Lessor Name:
Lessee Name:
Date:
Description:
Lease Number:
Lessor Name:
Lessee Name:
Gross Acres:
Date:
Recording:
Description:
Lease Number:
Lessor Name:
Lessee Name:
Gross Acres:
Date:
Recording:
Description:
EXHIBIT "A"
00109- R -0100-00
UINTA DEVELOPMENT COMPANY
DONALD B. ANDERSON LTD.
12/21/1992
License Agreement covering roadways as follows:
TOWNSHIP 20 NORTH, RANGE 112 WEST, 6th P.M.
Section 3: 333 rods
Section 9: 400 rods
Section 17: 75 rods
Lincoln County, Wyoming
00 1 09-R-0200-00
WYW-127372-USA/BLM/ROW
DONALD B. ANDERSON LTD.
2/18/1993
Right of Way Agreement covering roadways as follows:
TOWNSHIP 20 NORTH, RANGE 112 WEST, 6th P.M.
Section 4: SE/4SE/4SE/4
Section 8: SE/4SE/4SE/4
Lincoln County, Wyoming
001 09-U-0 1 00-00
W -125506-USA/BLM
LCM, LTD.
160.00
11/1/1991
327/68
INS OF AR AND ONL Y INSOFAR as the following described
acreage covers the wellbore of the Anderson 4-3 well located
in the SE/4 of Sec. 4, T20N-R112W, 6th P.M.:
TOWNSHIP 20 NORTH, RANGE 112 WEST, 6th P.M.
Section 4: SE/4
Lincoln County, Wyoming
00 1 09-U-0200-00
WYW-127750-USA/BLM
DONALD B. ANDERSON LTD.
80.00
10/1/1992
327/58
INSOFAR AND ONL Y INSOFAR as the following described
acreage covers the wellbore of the Anderson 4-3 well located
in the SE/4 of Sec. 4, T20N-R112W, 6th P.M.:
TOWNSHIP 20 NORTH, RANGE 112 WEST, 6th P.M.
Section 4: S/2NE/4
Lincoln County, Wyoming
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EXHIB IT "B"
ATTACHED TO AND MADE A PART OF THE ASSIGNMENT, BILL OF SALE AND
CONVEYANCE DATED EFFECTIVE JANUARY 1,2006.
Well Name
Anderson 4-3 (Well Bore Only)
Description
4,20N-1l2W
County
Lincoln
State
Wyoming
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Lot 81