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Home My WebLink About915732 -';0, ..-. ,...:.." ,~.j. RECEIVED 2I3/20¿]¡ . 6 AM RECEIVING # 915732 BOOK: 611 PAGE: 445 JEANNE WAGNER LINCOLN COUNTY ClERK, KEMMERER, WY (\('445· \.I "'; WELLBORE ASSIGNMENT STATE OF WYOMING § § KNOW ALL THESE MEN BY THESE PRESENTS: § COUNTY OF LINCOLN That ANADARKO E&P COMPANY LP, a Delaware limited partnership, whose address is 1201 Lake Robbins Drive, The Woodlands, Texas 77380 (hereinafter referred to as "Assignor") for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and for the mutual covenants herein contained, does hereby grant, bargain, sell, transfer, assign, and convey, without warranty of title, either express or implied, and subject to the reservations, conditions and covenants hereinafter provided, unto EGG RESOURCES, INe., whose address is 600 Seventeenth Street, Suite l100N, Denver, Colorado 80202, its heirs, successors and assigns (hereinafter referred to as "Assignee") all of Assignor's Subject Interests (as hereinafter defined) in and to the wellbore of the Bruff 4-29 well (hereafter called "Well") having a surface location of SW/4NE/4 of Section 29, Township 20 North. Range 112 West. Lincoln County, Wyoming. The "Subject Interests" are all of Assignor's contractual rights under that certain Joint Operating Agreement dated August 1. 1990 (the "lOA"), governing the operations of the Well and any pooling, communitization and unitization· agreements, farmout agreements, joint venture, participation, exploration and development agreements to participate as a working interest owner in the drilling of the Well, and working interests in any federal, state or private third-party (non-Assignor) oil and gas leases covering the land included in the drilling and production unit (established by the state or federal regulatory authority having jurisdiction) for the Well, limited to (a) depths from the surface to 11.475 feet below the surface, (b) the use of the wellbore of the Well without the right to sidetrack or deepen the Well, (c) all oil and gas production from the wellbore of the Well attributable to Assignor's contractual rights under the lOA and any pooling, communitization and unitization agreements, farmout agreements, joint venture, participation, exploration and development agreements to participate as a worldng interest owner in the drilling of such Well and subject to the overriding royalty interest reserved by Assignor hereunder, and (d) subject to payment of damages, if any, reasonable use of the surface overlying any unleased oil and gas fee interests committed by Assignor to the JOA and included within the boundaries of the land included in the drilling and production unit (established by the state or federal regulatory authority having jurisdiction) for the Well for ingress and egress, operations in the immediate vicinity of the surface location of the Well, and necessary telephone, pipeline and utility easements. Assignor excepting and reserving an overriding royalty equal to and consisting of the difference between 32% and existing lease burdens of all gas, condensate, oil, casinghead gas, and all other hydrocarbon substances produced from, attributable to the Well (the "Override"). -~--~'-'-'-- ',",..,..,... ",.. ..~.,.. ." '_~'_~"'__",~-=-'T.__,,.,.,__,.~,,,..__'---'· , ..,..-~-_._,","..._'..-,~, --,.,,--~--"- - '......' -,-,-_.--~'..'._'.--,_..~...~--- m¡¡!¡)¡¡j¡¡¡¡!;!m¡~j :~~~;m;mm~~ '\ r·. ,', ''--'d' Ø"'2 ~J::"'!~:1. t! ù ,!~ ,'"\ f' f, 4 6 ~. d\,. :1: The effective date of the transaction contemplated herein shall be February 13, 2005, 12:01 A.M. local time (hereinafter referred to as the "Effective Date"). This Wellbore Assignment is made subject to the exceptions, reservations, covenants and conditions hereinafter set forth: 1. This Well bore Assignment is made by Assignor and accepted by Assignee without representation or warranty oftitle, either expressed or implied. 2. This Wellbore Assignment is for the use of the wellbore of the Well only, without the right to sidetrack or deepen the hole. 3. AEP expressly reserves the right, at any time and from time to time, upon thirty (30) days' written notice to EOG, to take in kind or separately dispose of all oil, gas, and related hydrocarbons produced Horn the Well and attributable to its Override. If AEP fails to take in kind or separately dispose of oil, gas, and related hydrocarbons produced Horn the Well and attributable to its Override, EOG shall pay the Override on the basis of the arithmetic average of three published index prices for monthly spot gas delivered to pipelines within the Rocky Mountain Region- specifically, Northwest Pipeline Corp.- Rocky Mountains~ Kern River Gas Transmission Co. - Wyoming, and Colorado Interstate Gas Co. - Rocky Mountains - as published in the first-of-the-month edition of Inside F.E.R.C.'s Gas Market Report for the production month (Index Price). In the event the Inside F.E.R.C.'s Gas Market Report subsequently only publishes two of the three index prices, then EOG shall pay on the arithmetic average of the remaining two index prices. In the event Inside F.E.R.C.'s Gas Market Report subsequently only publishes one of the index prices for the Rocky Mountain Region or ceases to be published, the parties shall determine an alternative publication and index price or arithmetic average of index prices to be used which represents the delivered to interstate pipeline spot gas price in Southwestern, Wyoming. Any such sale by EOG shall be subject always to the right of AEP to exercise its right to take in kind or separately dispose of its share of production, and shall be only for such reasonable periods of time as are consistent with the minimum needs of the industry, but in no event for a period in excess of one year. In the calculation of the Override, EOG shall only be entitled to the post-production costs authorized under the Wyoming Royalty Payment Act, Wyo. Stat. Annot. § 30-5-301, et seq. (2003). 4. If the Subject Interests in the Well is less than one hundred percent (100%) of tlle working interest (contractual or leasehold) in the Well, then the Override shall be reduced proportionately. The Override shall be further subject to reduction in accordance with the terms of any applicable pooling agreement or pooling order, communitization agreement or unitization agreement. 5. This Wellbore Assignment is made and accepted subject to, and Assignee hereby assumes, any and all overriding royalties, payments out of production, net profits obligations and other burdens or encumbrances due on oil and/or gas produced on or after the Effective Date to which the Well may be subject, including, without limitation, the -2- >.,- ,',...:".¡.,.,.,.,.,.,.", .."."',.;::¡,',,,,,..:,, ,:,-c..;" ':t,;,-a;..,., "", ~'.:.. .',·.·.'.·r._~r¡'.,;· ..,"',.:-..,':.",!¡':,...,:,,;.:i:' ':"¡;:',~"";""Uô......." '......1" "."....:~~=o';-,:.o;..~.:,.. ~" (' ....,':...~., --1.' 2 ~.j. :~: ~:.;,; ¡/ ~ !' f'"\ r . '- ul..447 Lessor's royalty reserved and set forth in the Oil and Gas Lease attached as Exhibit "B" to the JOA. 6. Assignee by these presents agrees to fully perform and comply with the express and implied covenants and conditions under the terms of any oil and gas lease or other instrument covering the Well assigned herein including, without limitation, the terms of the Oil and Gas Lease attached as Exhibit "B" to the JOA, together with all orders, agreements, permits, easements and contracts of whatsoever kind to which the Well may be subject. 7. Assignee agrees that this Well bore Assignment is made specifically subject to the terms and provisions of that certain unrecorded Wellbore Farmout Contract dated effective as of January 1,2005, between Assignor and Assignee (the "Farmout Contract"). 8. Assignee shall pay and bear all sales taxes, if any, and all documentary transfer taxes relating to the transfer of the Well. Assignee shall promptly cause this Wellbore Assignment to be recorded and shall furnish Assignor with a recorded copy thereof. Assignee shall pay and bear all recording fees and similar costs relative to the Well bore Assignment. 9. If it becomes necessary to plug and abandon the Well, Assignee will plug and abandon the Well at Assignee's sole risk and expense in accordance with all local, state and federal laws, rules and regulations and will restore the premises (including all access roads constructed to the well) to the condition they were in prior to the drilling of the Well. 10. ASSIGNEE HEREBY AGREES TO RELEASE, INDEMNIFY, DEFEND AND HOLD ASSIGNOR HARMLESS FROM AND AGAINST ANY AND CLAIMS, DEMANDS, CAUSES OF ACTION AND JUDGMENTS OF EVERY KIND AND CHARACTER, WITHOUT LIMIT AND WITHOUT REGARD TO THE CAUSE OR CAUSES THEREOF (WHICH INDEMNIFICATION SHALL INCLUDE BUT NOT BE LIMITED TO THE PAYMENT OF ALL ATTORNEY'S FEES AND OTHER EXPENSES OF LITIGATION) RESULTING FROM INJURY TO OR LOSS OR DESTRUCTION OF PROPERTY, OR FROM INJURY TO OR DEATH OF ANY PERSON ARISING OUT OF, INCIDENT TO, OR IN CONNECTION WITH THE DRILLING, TESTING, LOGGING, COMPLETING, EQUIPPING, PLUGGING AND ABANDONING AND OPERATING THE WELLS AND ANY OF ASSIGNOR'S OBLIGATIONS OR RESPONSIBILITIES UNDER THE JOA WITH RESPECT TO THE WELL. 11. The Wellbore Assignment and all rights, reservations and covenants in connection therewith shall be considered covenants running with the land and shall inure to and be binding upon the parties hereto, their heirs, personal representatives, successors and assigns; PROVIDED, HOWEVER, no transfer or encumbrance of the Well shall be made unless the same be made expressly subject to this Well bore Assignment and unless the vendee, assignee or transferee shall assume all or the applicable part of the obligations hereunder. -3- :·,;:ii~t~:!!:im;;:¡¡1. Ii .,u,'....'.!, ¡~Œ!~~; \1:}~: ~;m\~;~i~i*~~~i~ .-,.,...,. ..'...,.. """"""'''''";32 ~.,-j:~;~'~ (/ :ì f", ,f 4' 8 ' . '. 'L~ l../ '...... .¿ 12. Assignee shall comply with all applicable laws, ordinances, rules and regulations and shall promptly obtain and maintain all permits required by public authorities in coimection with the Well; including, but in no event limited to, all insurance and bonding required by any city, county, state or federal agency applicable to lands herein assigned. 13. AB part of the consideration for the execution and delivery of this instrument by Assignor, Assignee agrees to all of the terms and provisions hereof and joins in the execution of this instrument to evidence this agreement. 14. ABsignor represents and warrants that: (a) Assignor is a limited partnership duly organized, validly existing and in good standing under the laws of the state of Delaware; (b) Assignor has full legal power, right and authority to carry on its business as such is now being conducted and as contemplated to be conducted; ( c) the execution, delivery and performance of the Wellbore Assignment and the transactions contemplated hereby are dilly and validly authorized by all requisite action on the part of Assignor; (d) this Wellbore Assignment constitutes the legal, valid and binding obligation of Assignor enforceable in accordance with its terms; and (e) Assignor has the legal power and right to enter into and perform this Wellbore ABsignment and the transactions contemplated hereby. 15. Assignee represents and warrants that: (a) ABsignee is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation; (b) Assignee has full legal power, right and authority to carryon its business as such is now being conducted and as contemplated to be conducted; (c) the execution, delivery and performance of the Well bore Assignment and the transactions contemplated hereby are duly and validly authorized by all requisite corporate action on the part of Assignee; (d) this Wellbore Assignment constitutes the legal, valid and binding obligation of Assignee enforceable in accordance with its terms; ( e) Assignee has the . legal power and right to enter into and perform this Wellbore ABsignment and the transactions contemplated hereby; and (f) Assignee is now, and shall continue to be qualified with the applicable governmental entities to own and operate the Well. 16. This Wellbore Assignment shall be governed by and construed in accordance with the laws of the State of Texas without giving effect to principles of conflicts of law. Form and venue shall be in Harris County, Texas, for any lawsuit brought to resolve a dispute or claim under this Wellbore Assignment. This Wellbore Assignment shall not be anlended except by a written agreement executed by the parties hereto. The Farmout Contract shall survive execution of the Wellbore Assignment, and the terms of the Farmout Contract shall not be merged into the Wellbore Assignment. Tl1Ís Wellbore Assignment and the Farmout Contract constitute the entire agreement and understanding between the parties hereto regarding the subject matter hereof. In the event of a conflict between the terms of this Wellbore Assignment and the Farmout Contract, the terms of the Farmout Contract shall govern. 17. Separate governmental form assignments of the Well may be executed on officially approved forms by Assignor to Assignee, in sufficient counterparts to satisfy applicable statutory and regulatory requirements. Those assignments shall be deemed to contain all -4- · ,.,.,..,...,..... (' (...... ·("'t")32 ItJ -=--, ---' ..;,;v ,-, ·'··.·.'c._·,·,'.,'.. r rÎ (", ~ '9 ... ',.1' U '"l 4 of the exceptions, reservations, warranties, rights, titles, power and privileges set forth herein as fully as though they were set forth in each such assignment. The interests conveyed by such separate assignments are the same, and not in addition to, the Well interest conveyed herein. 18. This Well bore Assignment may be executed in any number of counterparts, and by different parties in separate counterparts, each of which shall be deemed to be an original instrument, but all of which together shall constitute but one instrument. TO HA VB AND TO HOLD the Well granted, bargained, sold, conveyed, transferred, assigned and delivered as aforesaid unto Assignee, Assignee's successors and assigns, subject to the matters set forth herein. This Wellbore Assignment binds and inures to the benefit of Assignor and Assignee and their respective successors and assigns. Executed this )Jnl. day Of~~ lu:ø ' 20lLk, but effective the 13th dayofFebruary, 2005. ASSIGNOR: ANADARKO E&P COMPANY LP By: ~~ Attorney in Fact f¡ Its: ASSIGNEE: By: Its: -5- ~""N""è""';"'~ ...'.'.'.',.0',..'.......; 'i:~:~::~;:;:~;8~J r:::::::ii:*:*:~!:¡:~ t~~d;:i:lli:~~~ 1'::::§~~*::::::] ~18~~:::~~:*:·~1 t:,~:~'¡If.~~~;;~~~~t ,..,.,..,'~.. "_"'--~.'_"'-"~'~'-_._'."'...,._..,'" -~ ,'~..~,-._- ..'...a...,_.'J . ~....'_.~'"-'~,'"-..- ", ...~,'...'... ,.,.-....,.. "".' , . ". (' ." ,~!.... ·l,r..); ~t# ..':... -.,,~ Ú J Ù 114 :ìl1¡1-0 ..; U 'i ~ Acknowledgements STATE OF TEXAS COUNTY OF MONTGOMERY ) ) ss. ) 't\ð..~ foregoin ins ument was acknowledged before me this d, 3 day 0 ~ , as Attorney in Fact for Ana arko E& , aDelaware lImited partnership. Witness my hand and official seal. ç 11D\:¡ OD.~ \ . s: ~.,. , ~ -:-~~ !t"~';;:"". ' I ,~~~\ SUZANN TURNER l7J. ~ );, MY COMMISSION EXPIRES "~-:''i~:-ø' August 10, 2008 STATE OF eol()('aM ) COUNTY OF })¿t\v.Q,( ) c}'G~ ) ss. The foregoing instrument was acknowledged before me this fJ..5J,.}., 201J!p by J. Michael Schween , as Agent-Attorney in Fact Inc., a Delaware corporation. day of :Sa()VQr~, of EOG Resour s, Witness my hand and official seal. My commission expires: ~ / <g I IJt1 I f \bAmdÞi:P na/UJ{M1Ç -6-