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Home My WebLink About928529 ..- ----.. --.. v_v__v q )197..9 BOOK: 654 PAGE: 829 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY WELLBORE ASSIGNMENT, CONVEYANCE AND BILL OF SALE This Wellbore Assignment, Conveyance and Bill of Sale (the "Assignment"), dated to be effective this 26th day of February, 2007 (the "Effective Time"), is from Roger J. Mayott whose address is 376 Eureka Road, Springfield Vermont 05156 ("Assignor") to Anadarko E&P Company LP, a Delaware limited partnership, whose mailing address is 1099 18th Street, Suite 1200, Denver, Colorado 80202 ("Assignee"). RECITALS A. Assignee is operator of the Altroggee 2-18 well located in the SWNE Section 18, Township 19 North, Range 112 West, Lincoln County, Wyoming (the 2-18 Well") and the Altroggee 3-18 well located in the SWNW Section 18, Township 19 North, Range 112 West, Lincoln County, Wyoming (the "3-18 Well"). B. Assignor is a working interest and overriding royalty interest owner in the 2-18 well and the 3-18 well. {¡ C. Pursuant to the Settlement Agreement reached between Assignor and Assignee, Assignor has agreed to assign all of its right, title and interest, including overriding royalty interests, in and to production from (i) the wellbore of the 2-18 Well as to all zones and formations and (ii) the wellbore of the 3-18 Well subject to the reservation in subparagraph 3 below. The 2-18 Well and the 3-18 Well are sometimes referred to as the "Wells." i1 D. To accomplish the foregoing, Assignor and Assignee agree as follows: ASSIGNMENT AND AGREEMENT 1. NOW, THEREFORE, for Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby sells, assigns, transfers, grants, bargains, delivers and conveys to Assignee the following, all of which are together called the "Assets": A. The Wells described on Exhibit A and all associated wellbores together with the oil and gas leases upon which the wellbores of the 2-18 and 3-18 Wells are located to the extent necessary to accomplish the assignment of the Wells to Assignee; B. All personal property and fixtures used in connection with the Wells described on Exhibit A, including without limitation, the following: all tubing, casing, and other equipment in the wellbores, wellhead equipment, well pads, surface production equipment including without limitation compression, dehydration, meters, metering facilities, and gathering systems; and C. To the extent assignable or transferable, all of Assignor's right, title and interest in and to the permits, licenses, approvals, rights-of-way, easements and other surface rights to the extent applicable to or used in operating the Wells and the Equipment (the "Permits" and the "Easements"). 'U'VV\."""V 0928529 2. Except as set forth in Paragraph leA) of the Assignment and Agreement, the Assets do not include any lease acreage owned by Assignor in Section 18, Township 19 North, Range 112 West, Lincoln County, Wyoming. 3. Assignor owns a working interest in formations in the wellbore of the 3-18 Well other than the Frontier formation which working interests are not being assigned to Assignee by this Assignment and Agreement and Assignor specifically reserves the same. Assignee shall allocate production from the wellbore of the 3-18 Well, when a formation other than the Frontier formation is producing from the wellbore of that Well. The allocation formula shall be based upon sound engineering principals consistent with Assignee's allocation of production from wellbores that are similar in their characteristics to the wellbore of the 3-18 Well. Assignee will provide the allocation formula to Assignor for review and approval, which approval shall not be unreasonably withheld by Assignor. The allocation formula shall be deemed approved ten (10) days after Assignor's receipt of the allocation formula from Assignee, unless Assignor objects in writing within that time. 4. By their execution of this Assignment and Agreement each of the Assignors appoints the others as his agent and attorney-in-fact for the purpose of approving the allocation formula and Assignor and Assignee agree that the signature of one of the Assignors will be sufficient for the purposes of approving the allocation formula. TO HAVE AND TO HOLD the Assets unto Assignee, and Assignee's, successors and assigns, forever. Assignee and Assignor further agree as follows: 1. Special Real Property Warranty. THIS ASSIGNMENT IS MADE AND ACCEPTED WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES RELATING TO TITLE TO THE ASSETS EXCEPT ASSIGNOR WARRANTS THAT THE ASSETS ASSIGNED HEREBY ARE FREE AND CLEAR OF ANY LIENS, ENCUMBRANCES, MORTGAGES AND DEEDS OF TRUST OF ANY KIND CREATED BY, THROUGH OR UNDER ASSIGNORS. 2. General Disclaimer. ASSIGNOR MAKES NO WARRANTY OR REPRESENTATIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE ACCURACY, COMPLETENESS, OR MATERIALITY OF THE INFORMATION, RECORDS, AND DATA NOW, HERETOFORE, OR HEREAFTER MADE AVAILABLE TO ASSIGNEE IN CONNECTION WITH THE ASSETS, INCLUDING, WITHOUT LIMITATION, ANY DESCRIPTION OF THE WELLS, QUALITY OR QUANTITY OF PRODUCIBLE HYDROCARBONS, IF ANY, PRODUCTION RATES, DOWNHOLE CONDITION OF THE WELLS AND WELLBORES, RECOMPLETION OPPORTUNITIES, DECLINE RATES, ALLOW ABLES OR OTHER REGULATORY MATTERS, OR ANY OTHER MATTERS CONTAINED IN OR OMITTED FROM ANY OTHER MATERIAL FURNISHED TO ASSIGNEE BY ASSIGNOR. ANY AND ALL SUCH DATA, INFORMATION AND MATERIAL FURNISHED BY ASSIGNOR IS PROVIDED AS A CONVENIENCE ONLY, AND ANY RELIANCE ON OR USE OF SAME IS AT ASSIGNEE'S SOLE RISK. -2- - - - .....,....,- 0928529 3. Personal Property Disclaimer. TO THE EXTENT REQUIRED TO BE OPERATIVE, THE DISCLAIMERS OF CERTAIN WARRANTIES CONTAINED IN THIS I SECTION ARE "CONSPICUOUS" DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER. ASSIGNOR EXPRESSLY DISCLAIMS AND NEGATES AS TO PERSONAL PROPERTY AND FIXTURES (A) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (B) ANY IMPLIED 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 PERSONAL PROPERTY AND THE WELLS WILL BE ASSIGNED AND ACCEPTED "AS IS, WHERE IS AND WITH ALL FAULTS," AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR. ASSIGNOR MAKES NO REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE WELLS, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE QUALITY, QUANTITY OR VOLUME, IF ANY, OF OIL OR GAS (INCLUDING COALBED METHANE AND CARBON DIOXIDE) PRODUCIBLE FROM THE WELLS, THE DOWNHOLE CONDITION OF THE WELLS, OR THE ENVIRONMENTAL CONDITION OF THE ASSETS. 4. Environmental Conditions and NORM. ASSIGNEE HAS INSPECTED THE ASSETS FOR ALL PURPOSES AND HAS SATISFIED ITSELF AS TO THE PHYSICAL AND ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, AND ACCEPTS SAME IN THEIR PRESENT CONDITION. ASSIGNEE ACKNOWLEDGES THAT IT HAS BEEN INFORMED THAT OIL AND GAS PRODUCING FORMATIONS CAN CONTAIN NATURALLY OCCURRING RADIOACTIVE MATERIAL ("NORM"). SOME OR ALL OF THE EQUIPMENT, PERSONAL PROPERTY AND FIXTURES SUBJECT TO THIS ASSIGNMENT MAY HAVE LEVELS OF NORM ABOVE BACKGROUND LEVELS. ASSIGNEE MAY NEED TO FOLLOW SAFETY PROCEDURES WHEN HANDLING THIS EQUIPMENT. 5. Assignee's Assumption of Liabilities and Obligations. (a) Assignee specifically assumes and agrees to pay, perform, fulfill and discharge all obligations, liabilities, costs, damages and claims with respect to the ownership and operation of the Assets, together with the Assignee's Assumed Plugging and Abandonment Obligations ("Assignee's Assumed Obligations"). (b) Assignee assumes full responsibility and liability for the following plugging and abandonment obligations related to the Assets ("Assignee's Assumed Plugging and Abandonment Obligations"), regardless of whether they are attributable to the ownership or operation of the Assets before or after the Effective Date and regardless of whether resulting from any acts or omissions of Assignor (INCLUDING THOSE ARISING FROM ASSIGNOR'S SOLE, JOINT, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT) or the condition of the Assets when acquired: -3- --{)B32 O~2S529 (1) all necessary and proper plugging, replugging, abandonment, removal, disposal, and restor~tion obligations, as may be required by applicable laws or regulations, associated with the Wells and the Equipment; (2) the necessary and proper capping and burying of all associated flowlines related to the Wells and comprising part ofthe Assets; and (3) all necessary disposal of Assets contaminated by NORM; (4) Assignee's Assumed Plugging and Abandonment Obligations do not include any civil or criminal fines or penalties that may be levied against Assignor or Assignee by any court or regulatory authority for noncompliance with applicable laws, regulations or orders in connection with the ownership or operation of the Assets before the Effective Date. 6. Indemnifications. (a) Assignee agrees to indemnify, defend and hold Assignor (including Assignor's officers, directors, employees, representatives, attorneys and agents) harmless from and against any and all claims, demands, losses, damages, costs, expenses (including reasonable attorneys' fees and litigation expenses), causes of action or judgments of any kind or character with respect to all liabilities and obligations, or alleged or threatened liabilities and obligations, including claims for personal injury, illness, disease, wrongful death, damage to property, or violations of applicable laws or regulations attributable to or arising out of Assignee's Assumed Obligations. 7. Litigation. Assignor hereby represents to Assignee that, to Assignors' knowledge, there is no. action, suit, proceeding, claim or investigation of any nature by any person, entity, administrative agency or governmental body pending or threatened against the Assets. 8. Taxes. To Assignors' knowledge, all taxes and assessments pertaining to the Assets for all taxable periods prior to the Effective Time have been properly paid. All income taxes and obligations related thereto that could result in a lien or other claim against the Assets have been properly paid, unless contested in good-faith by appropriate proceeding. 9. Other Taxes. Assignee shall be responsible for paying all ad valorem, real or personal property taxes, severance, production, excise, conservation (and similar taxes) attributable to the Assets. Assignor warrants that all income taxes attributable to the Assets for which Assignor is responsible to remit that have accrued prior to the Effective Time have been or will be properly paid and all statements, returns and documents pertinent thereto have been or will be properly filed. Assignor agrees to immediately provide Assignee with any information Assignor may have that is necessary for Assignee to prepare any required tax report and return related to the Assets. Assignee shall be responsible for paying all such taxes that accrue after the Effective Time. -4- UUUD(¡,JòU O~Z8S29 10. Transfer Taxes and Recording Fees. Assignee shall bear and pay: (a) all State or local government sales, documentation, transfer, gross proceeds or similar taxes incident to or caused by the transfer of the Assets to Assignee; and (b) all filing, recording or registration fees for this Assignment. 11. Government Filings. Assignor and Assignee shall cooperate to provide requested information, make required filings, prepare applications and conduct negotiations with each governmental agency overseeing the Assets. Each party shall make any governmental filings occasioned by its ownership of the Assets at its expense. Assignor shall make all filings with governmental agencies necessary to transfer title or to comply with applicable laws prior to the Effective Time and Assignee shall make all filings with governmental agencies necessary to transfer title or to comply with applicable laws after the Effective Time. 12. Government Assignment Forms. Assignor and Assignee may execute separate governmental form assignments of the Assets in sufficient counterparts to satisfy applicable statutory and regulatory requirements. Those assignments shall be deemed to contain all 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 Assets conveyed herein. 13. Governing Law. This Assignment shall be governed and construed in accordance with the laws of the State of Wyoming without giving effect to the conflict of laws doctrines thereof. 14. No Third Party Beneficiaries. The references herein to liens, encumbrances, burdens, defects and other matters shall not be deemed to ratify or create any rights in third parties or merge with, modify or limit the rights of Assignor or Assignee, as between themselves. 15. Further Assurances. Assignor and Assignee shall each execute, acknowledge and deliver to the other such further instruments and take such other action as may be reasonably requested to assure to the other the full beneficial use and enjoyment of the Assets and otherwise to accomplish the purposes of this Assignment. 16. Amendments. This Assignment may not be amended nor any rights hereunder waived except by an instrument in writing signed by all parties hereto. 17. Successor and Assigns. This Assignment and all of the terms, provlSlons, covenants, obligations and indemnities herein contained shall be binding upon and inure to the benefit of and be enforceable by the Assignor, Assignee and their respective successors and assIgns. -5- Time. STATE OF ^"?B34 O~2S5Z9 EXECUTED by the parties on the date first written above, effective as of the Effective COUNTY OF v~ uJ¡- () {~. ((L/ ) ) ss. ) ASSIGNOR: ßi:4- /;?f~/--- ROGER 1. IT ASSIGNEE: ANADARKO E&P COMPANY LP By: Name: Title: '( -. t, ::~ , . The foregoing instrument was acknowledged before me this .2ffi. day of FilJ1ä.d:kf , 2007, by Roger J. Mayott. ~ Witness my hand and official seal -6- ¡lima t1 ~A-HJ Notary Public í -/;, II My Commission Expires: (7) /0 1/ uuu~tJ;) STATE OF TEXAS ) ) ss COUNTY OF fiÎ(J(J·ffcrrf7{f ) . The foregoing ins~ent was acknowledged before JØ, e this ~ da~ of ?iJCìrtA ,2007 by ,]af1){') L·nUUClJ'Y)þ , as· pnf.¡.·.fffbrnªf~fn --ftíé-t, of Anadarko E&P Company, LP, a Delaware limited partnership. ' , OSZ8SZS Witness my hand and official seal ~A2~ Notary Public "'" My Commission Expires: }- 1" ,:).Ò¡Ò , -7-