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STATE OF WYOMING
)
)
)
RECEIVED 5/19/2006 at 10:52 AM
RECEIVING # 918584
BOOK: 620 PAGE: 632
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
0006:12
Øj:CEIVED
"PR 2 5 2006
WELLBORE ASSIGNMENT BILL., OF SALE AND CONVEY
~ McGEE,
COUNTY OF LINCOLN
KNOW ALL MEN BY THESE PRESENTS:
ENCANA OIL & GAS (USA) INC., a Delaware corporation, at 370 Seventeenth
Street, Suite 1700, Denver, Colorado 80202 ("Assignor") for the payment of Ten and
Noll 00 Dollars ($10.00) and other valuable consideration, the receipt and sufficiency of
which are hereby acknowledged and subject to the terms and conditions hereof, hereby
grants, selis, assigns, transfers, conveys and delivers to Kerr"':McGee Oil & Gas
Onshore LP, at 1999 Broadway, Suite 3700, Denver, Colorado 80202 ("Assignee"), all
of Assignor's right, title and interest in and to the following:
/'
1. The oil and gas lease described on Exhibit A, attached hereto and made a part hereof,
insofar and only insofar as it pertains to the existing wellbore of the Champlin 122D 6-13
Well (the "Well"), located in the NE/4NW/4 of Section 13, Township 19 North, Range
113 West, Lincoln County, Wyoming, API Number 49-023-21992, to a depth of 11,600
feet together with all of Assignor's interest in the fixtures, personal property and
equipment used or held for use on the Well (collectively, the "Personal Property").
2. Identical interests in all product purchase and sale agreements, operating agreements,
rights-of-way, easements, servitudes and franchises acquired or used in connection with
operations for the exploration and production of oil, gas or other minerals, including the
rights to permits and licenses of any nature owned, held or operated in connection with
said operations insofar as the aforesaid are assignable and pertain to the Well.
3. Assignee to operate the Well in accordance with the rules and regulations of all
applicable state and federal regulatory agencies and does hereby agree to fully defend,
protect, indemnify and forever hold harmless Assignor, its respective directors, officers,
partners, employees and affiliates from and against each and every claim, demand or
cause of action, liability, cost or expense, including, but not limited to, reasonable
attorneys' fees, with respect to damage or loss in connection with the Well, which may be
made by Assignee, its agents or successor or assigns, or by any third party or parties,
(including, but not limited to, governmental agencies and regulatory authorities) arising
out of or incidental to (i) the ownership and use of the Well, after the effective date and
(ii) the physical condition or operation of the Well, including, without limitation,
property or environmental damage accruing after the Effective date.
4. The Effective Date of this Wellbore Assignment, Bill of Sale and Conveyance shall be
prior to operations of any kind being conducted on the Well and it is the intent of the
parties hereto that Assignee shall have borne the entire cost and risk of conducting
operations for drilling the Well with the assignment all Assignor's right title and interest
as to the wellbore of the Well being effective. prior to any operations on said well.
THIS WELLBORE ASSIGNMENT AND AGREEMENT IS DELIVERED TO
ASSIGNEE WITHOUT WARRANTY OR REPRESENTATION, and Assignor makes
no representations or warranties of any kind with respect to the Well and Personal
Property conveyed, the title thereto, or its condition, whether express, implied or
statutory, except that Assignor specially warrants and agrees to defend title to the Well
and the Personal Property against any lawful claims and demands of all persons claiming
an interest therein by, through and under Assignor, but not otherwise, and is conveyed
with the right of full substitution and subrogation in and to any and all rights and actions
of warranty which Assignor may have against any and all preceding owners or vendors of
the Well and Personal Property. WITHOUT LIMITATION OF THE GENERALITY OF
THE IMMEDIATELY PRECEDING SENTENCE, ASSIGNOR EXPRESSLY
DISCLAIMS AND NEGATES AS TO THE WELL AND PERSONAL PROPERTY
CONVEYED (A) ANY IMPLIED OR EXPRESS WARRANTY OF
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84:
091.85
C006;33
MERCHANTABILITY, (B) ANY IMPùIED OR EXPRESS WARRANTY OF
FITNESS FOR A PARTICULAR PURPOSE, AND (C) ANY IMPLIED OR EXPRESS
WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS.
Assignee expressly agrees that such property conveyed will be accepted "AS IS,"
"WHERE IS," and in its present condition and state of repair on the Effective Date.
To have and to hold the same unto Assignee, its successors and assigns forever.
Executed and Agreed to this 2~ day of March, 2006, however,
effective as of the Effective Date of October 1, 2005 as agreed to herein.
ASSIGNOR:
ENCANA OIL & GAS (USA) INC.
.----
By: C ____
JamèšP:-wal utt, Attorney-in-Fact ~ ~'"
ASSIGNEE: \j
f~?~~-
KERR-MCGEE OIL & GAS ONSHORE LP
By:
Name:
Title:
¿¿¿-MfJ
7)~/O R. VIr!
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ACKNOWLEDGEMENTS
STATE OF COLORADO )
) ss.
CITY AND COUNTY OF DENVER)
The foregoing instrument was acknowledged before me this ~~ day
of March, 2006, James P. Walcutt as Attorney-in-Fact of EnCana Oil & Gas (USA) Inc.,
on behalf of said corporation.
WITNESS my hand and official seal.
My Commission Expires:
~~~
Notary Public
/{I¡ '&"Z-( ~
STATE OF COLORADO
NORMA K. SHETTLE
NOTARY PUBLIC
COLORADO
)
) ss.
CITY AND COUNTY OF DENVER)
The foregoing instrument was acknowledged before me this ~~ oJ¿
of March, 2006, by David R. Dix, as Attorney-in-Fact of Kerr-McGee Oil
Onshore LP,- on behalf of said corporation.
My Commission Expires ~
day
& Gas
WITNESS my hand and official seal.
~
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My Commission Expires 04/21/2008
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091.858..1
LEASE
WYW -090210
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DATE
10-31-84
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EXHIBIT A
LESSEE
Amoco Production Co
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DESCRIPTION
T19N-Rl13W
Sec. 12: NE/4SE/4