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Home My WebLink About928604 000194 ASSIGNMENT. CONVEYANCE AND BILL OF SALE THIS ASSIGNMENT, CONVEYANCE AND BILL OF SALE (the "Assignment") is effective as of this 9th day of March, 2007 (the "Effective Date") between G&H RESOURCES, LLC, a Colorado limited liability company ("Assignor"), and BLACK DIAMOND MINERALS, LLC, a Delaware limited liability company ("Assignee"). IN CONSIDERATION of the sum ofTen Dollars ($10.00) and other good and valuable consideration, the receipt and adequacy of which hereby are acknowledged, Assignor has granted, bargained, sold, conveyed, assigned, transferred, set over and delivered, and by these presence does hereby grant, bargain, sell, convey, assign, transfer, set over and deliver unto Assignee, the following properties, rights and interests (collectively the "Assets"): A. All of Assignor's right, title and interest in and to the oil and gas leases and lands described in Exhibit "A" attached to this Assignment (such leases, insofar as they cover and include the lands described in Exhibit "A," being hereinafter referred to as the "Leases"), and the oil and gas wells and injection and disposal wells located thereon (the "Wells"); B. All of Assignor's right, title and interest in and to the oil, gas and other hydrocarbons in, on, under or that may be produced from or attributable to the Leases from and after the Effective Date, and the proceeds derived therefrom; C. All of Assignor's right, title and interest in, to and under or derived from all presently existing and effective unitization, pooling and communitization agreements, declarations and orders, and the properties covered and the units created thereby including all units formed under orders, regulations, rules or other official actions of any federal, state or other governmental agency having jurisdiction, to the extend that they related to or affect any of the properties and interests described or referred to in Subparagraph A above or the production of oil, gas and other hydrocarbons attributable thereof; D. All of the Assignor's right, title and interest in, to and under or derived from all presently existing and effective oil and gas sales, purchase, exchange, gathering, transportation and processing contracts, operating agreement, joint venture agreements, partnership agreements, and other contracts, agreements and instruments to the extent that they relate to any of the properties and interests described or referred to in Subparagraph A above or any units in which part or parts of such properties or interests may be included, or to the exploration, development, production or marketing of oil, gas and other hydrocarbons from or attributable to such properties or interests or such units; E. All of Assignor's right, title and interest in and to all personal property, equipment and fixtures located on or appurtenant to the Leases or the Wells or owned or held in connection with the production, treating, processing, storing, gathering, transporting or marketing of oil, gas and other hydrocarbons produced from or allocated to the Leases or the Wells (such personal property, equipment and fixtures being hereafter referred to as the "Equipment"); HOUSTON: 022897.00010: 1154281v2 RECEIVED 4/20/2007 at 2:16 PM RECEIVING # 928604 BOOK: 655 PAGE: 194 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY 0928604 0001.95 F. All of Assignor's right, title and interest in and to all easements, rights-of-way, permits, licenses, surface leases and other surface rights owned or held in connection with the Leases, the Wells or the Equipment; and G. All of Assignor's files, records and data relating to the properties, rights and interests described in Subparagraphs A through F above, including without limitation all lease files, land files, well files, contract files, division order files, abstracts, title opinions, electric logs, geological, geophysical and similar scientific data and analysis and data files used in administering such properties, rights and interests, revenue and expense records, tax records, environmental permits, environmental reports and environmental regulatory notices, and all other information related exclusively or primarily to such properties, rights and interests, or the maintenance or operation thereof or the producing, treating, processing, storing, gathering, transporting or marketing of oil, gas and other hydrocarbons therefrom or attributable thereto. TO HA VE AND TO HOLD the Assets, together with all and singular the rights and privileges appertaining thereto, unto Assignee and its successors and assigns, forever. BY THIS ASSIGNMENT it is the intent to convey all of Assignor's rights, titles and interests in all property now owned by Assignor, whether real, personal, or mixed, located in the counties in which this Assignment is filed for recording, whether such rights, titles or interests be incorrectly described in Exhibit "A" attached hereto or the description thereof be omitted therefrom. THIS ASSIGNMENT is made without warranty of title, express or implied except that Assignor warrants and will defend the Assets unto Assignee from and against all persons claiming the Assets or any part thereof by, through or under Assignor, but not otherwise. ASSIGNOR HEREBY ASSIGNS to Assignee, with full right of subrogation, to the extent so transferable, the benefit of and the right to enforce the covenants and warranties, if any, which Assignor is entitled to enforce with respect to the Assets, whether recorded or unrecorded. ASSGINEE HEREBY ACCEPTS the Assets and assumes and agrees to pay, perform and discharge all obligations and liabilities relating to the Assets, whether accruing prior to or on or after the Effective Date, including without limitation all obligations arising under those contracts, agreements, and documents referred to in Subparagraph D above. ASSIGNOR AGREES to execute, acknowledge and deliver to Assignee, from time to time, all transfer orders, division orders, notices, releases and other instruments and to do all such other and further acts as may be necessary or appropriate to more fully and effectively convey (or confirm the conveyance of) the Assets to the Assignee. ASSIGNOR WILL EXECUTE separate assignments of those Leases which are issued by, and the assignment of which is required to be filed with and approved by, the United States of America or any state or other governmental entity. Such separate assignments will be on forms prescribed by such governmental entities, but are not intended to modify any of the terms, covenants and warranties set forth herein. Such assignments shall not create any additional covenants or warranties of or by Assignor but shall be deemed to contain all of the terms and 72869 2 0928604 000196 provisions hereof as fully and to all intents and purposes as thought he same were set forth in such separate assignments. EXCEPT AS PROVIDED HEREIN, this Assignment is made without warranty oftitle, expressed or implied. ASSIGNOR MAKES NO WARRANTY OR REPRESENT A TION, EXPRESSED OR IMPLIED, AS TO THE MERCHANTABILITY OF ANY OF THE EQUIPMENT APPLICABLE TO THE INTERESTS OR ITS FITNESS FOR ANY PURPOSE, ASSIGNEE HAVING SATISFIED ITSELF AS TO THE CONDITION OF SAME, AND ASSGINEE AGREEING THAT IT ACCEPTS THE SAME IN ITS "AS IS, WHERE IS" CONDITION. THIS ASSIGNMENT is being executed in multiple original counterparts, all of which are identical except that, to facilitate recording, certain portions of Exhibit "A" which contain descriptions of those Assets located outside of the recording jurisdictions in which a particular counterpart is to be recorded may have been omitted. Each such counterpart shall for all purposes be deemed an original instrument, and all such counterparts shall together constitute but one and the same Assignment. THIS ASSIGNMENT shall bind and inure to the benefit of Assignor and Assignee and their respective successors and assigns. THIS ASSIGNMENT shall be construed according to the laws of the State of Colorado, excluding its conflicts -of-laws principles. IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment on the date set forth in their respective acknowledgments below, but effective for all purposes as of the Effective Date. ASSIGNOR: G&H RESOURCES, LLC ~~~M By: S t't:Þ f-I- tJ /./, t/ Its: /"1", H-A '$'" r ASSIGNEE: BLACK DIAMOND MINERALS, LLC ~ By: ~ tt/?77V'tv<- Its: Cj..::D 72869 3 0928604 0001.97 STATE OF COLORADO ) ) ss. CITY AND COUNTY OF DENVER) iß The foregoio. g instrument r't'as aC~ged before me this' M ('j¡ . 2007 by \.X'~ :1 . &H Resources, LLC and by h f ï'linl/¿ Black Diamond Minerals, LLC. of Witness my hand and official seal. My commission expires: 1/71ò 1 72869 4 000:198 092860'-1:· Raptor #10-18 (Wellbore Rights Only) WELL NAME AND LOCATION: Raptor #10-18 Township 24 North. Range 111 West. 6th P.M. Section 18: SE/4NW/4 Lincoln County, Wyoming ASSOCIATED LEASES AND LANDS: Lessor: Lease #: Lease date: Lessee: Description: United States WYW 61042 February 1, 1978 Clair L. Johnson Township 24 North. Range 111 West. 6th P.M. Section 18: Lots 5 and 6, E/2NW/4 Lincoln County, Wyoming INSOFAR AND ONLY INSOFAR as the leased lands contribute to the drill site spacing unit and limited to the Raptor Unit 10-18 wellbore and the production therefrom. RELATED CONTRACTS: Working Interest Pooling Agreement, Raptor Area, effective November 1, 1984, as amended, by and between Keller-Rubow Petroleum, Inc., Thennal Exploration, Inc. (now Crown Oil & Gas Company, Inc., as assignee of Cabot Oil & Gas Corporation), et aI., as recorded in Book 801, at Page 1739, Sweetwater County, Wyoming, and Book 275PR, at Page 72, Lincoln County, Wyoming. Raptor Unit and Unit Operating Agreement No. WYW 049P56-85U879, dated effective May 31, 1984, Sweetwater County, Wyoming. INTERESTS OWNED (UNCONFIRMED): WELLBORE ONLY Working Interest 99.57% Net Revenue Interest 75.00% O~28604 000199 Raptor #40-18 (Wellbore Rights Only) WELL NAME AND LOCATION: Raptor #40-18 Township 24 North. Range 111 West. 6th P.M. Section 18: C SW/4 Lincoln County, Wyoming ASSOCIATED LEASES AND LANDS: Lessor: Lease #: Lease date: Lessee: Description: U ni ted States WYW 61042 February 1,1978 Clair L. Johnson Township 24 North. Range III West. 6th P.M. Section 18: Lot 7 (19.26), 7 (19.16), E/2SW/4 Lincoln County, Wyoming INSOFAR AND ONLY INSOFAR as the leased lands contribute to the drill site spacing unit and limited to the Raptor Unit 40-18 wellbore and the production therefrom. INTERESTS OWNED (UNCONFIRMED): WELLBORE ONLY Working Interest 99.75% Net Revenue Interest 75.00% O~28604 000200 Raptor Federal (a.k.a. Lincoln Road) #10-7 (Wellbore Rights Only) WELL NAME AND LOCATION: Raptor Federal (a.k.a. Lincoln Road) #10-7 Township 24 North. Range III West. 6th P.M. Section 7: SE/4NW/4 Lincoln County, Wyoming ASSOCIATED LEASES AND LANDS: Lessor: Lease #: Lease date: Lessee: Description: United States WYW47397 November 1, 1974 Eva Hecht Township 24 North. Range 111 West. 6th P.M. Section 7: Lots 5 and 6, E/2NW/4 Lincoln County, Wyoming INSOF AR AND ONLY INSOFAR as the leased lands contribute to the drill site spacing unit and limited to the Lincoln Road (a.k.a. Raptor Federal 10-7) wellbore and the production thereftom. INTERESTS OWNED (UNCONFIRMED): WELLBORE ONLY Working Interest 99.00% Net Revenue Interest 75.00% O~~8604 000201 Reservoir Unit 10-1 (Wellbore Rights Only) WELL NAME AND LOCATION: Reservoir Unit 10-1 Township 24 North. Range 112 West. 6th P.M. Section 1: SE/4NW/4 Lincoln County, Wyoming ASSOCIATED LEASES AND LANDS: Lessor: Lease #: Lease date: Lessee: Description: United States WYW85245 September 1, 1983 Bergo Associates Township 24 North. Range 112 West. 6th P.M. Section 1: Lots 3 and 4, SE/4NW/4 Lincoln County, Wyoming INSOFAR AND ONLY INSOFAR as the leased lands contribute to the drill site spacing unit and limited to the Reservoir 10-1 wellbore and the production therefrom. RELATED CONTRACTS: Working interest Pooling Agreement, Raptor Area, effective November 1, 1984, as amended, by and between Keller-Rubow Petroleum Inc., Thennal Exploration, Inc. (now Crown Oil & Gas Company, Inc., as assignee of Cabot Oil & Gas Corporation), et aI., as recorded in Book 801, at Page 1739, Sweetwater County, Wyoming, and Book 275PR, at Page 72, Lincoln County, Wyoming. Fannout Letter Agreement dated effective December 9, 1992, as amended by and between ANR Production Company and Washington Energy Exploration, Inc. (now Crown Oil & Gas Company, Inc., as assignee of Cabot Oil & Gas Corporation). I Reservoir Unit (dated effective D~cember 28, 1992 and tenninated May 26,1995) and Reservoir Unit Operating Agreement No. WYW 126097X, Lincoln County, Wyoming. I I I Fannout Agreement, Joint Operat1ng Agreement, dated effective January 29, 1983, as amended by and between Amoco Production Company and Washington Energy Exploration, Inc. (now Assignor, as assignee of Cabot oiÌ & Gas Corporation). I I Acreage Trade Agreement, by anq between Amoco Production Corporation and Cabot Oil & Gas Production Corporation (now Crown Oil & Gas Company, Inc., as assignee of Cabot Oil & Gas Corporation, as successor to caboit Oil & Gas Production Corporation). I INTERESTS OWNED (UNCONfIRMED): I I I 0928604 WELLBORE ONLY Working Interest 100.00% Net Revenue Interest unknown 000202 O~Zobu4 000203 Whiskey Buttes 1-6 (Wellbore Rights Only) WELL NAME AND LOCATION: Whiskey Buttes 1-6 Township 21 North. Range 111 West. 6th P.M. Section 1: NE/4SW/4 Lincoln County, Wyoming ASSOCIATED LEASES AND LANDS: Lessor: Lease #: Lease date: Lessee: Description: U ni ted States WYW 0309532A June 3, 1964, effective July 1, 1964 ABKO, Inc. Township 21 North. Range 111 West. 6th P.M. Section 6: NE/4SW/4 Lincoln County, Wyoming All expressly limited to only insofar as the NE/4SW/4 of Section 6, T21N, Rl11W. 6th P.M., Lincoln County, Wyoming, and the wellbore of the Whiskey Buttes 1-6 well. Also limited in depth from the surface of the earth to a depth of 11,300 feet, which is the total depth drilled in the Whiskey Buttes 1-6 well. Nothing in this instrument shall be construed as having mortgaged, encumbered or assigned any interest in the Whiskey Butte Unit, including, without limitation, any interest in the Whiskey Buttes Unit derived from any portion of Federal Lease No. USA WYW 0309532A that may become part of a future communitized area in connection with any drilling or production operations. RELATED CONTRACTS: Operating Agreement dated May 16, 1979 between Reserve Oil, Inc., as operator, and David S. Towner Enterprises, as non-operator; Agreement dated August 17, 1979, as amended by Letter Agreement dated August 17, 1979, between Reserve Oil, Inc. and CNR Resources, Inc., Operating Agreement dated August 17, 1979 between Getty Oil Company, as operator, and CNR Resources, inc., et al. as non-operators; Collateral Agreement dated effective June 1, 1988, between Texaco Producing Inc. and Meridian Oil Production Inc., regarding underproduction, overproduction, indemnification and gas balancing agreements; An Assignment and Bill of Sale from Natural Gas processing Co. to KCS Resources, Inc., d/b/a KCS Mountain Resources, Inc., dated November 8, 1995, recorded in Book 377, Page 231, is 0928604 000204 subject to a Purchase and Sale Agreement dated September 8, 1995, between Natural Gas Processing Co. and KCS Resources, Inc., d/b/a KCS Mountain Resources, Inc.; and Purchase and Sale Agreement dated August 12, 1999 between KCS Resources, Inc., d/b/a KCS Mountain Resources, Inc., and Double Eagle Petroleum and Mining Company. INTERESTS OWNED: WELLBORE ONLY LIMITED FROM THE SURFACE OF THE EARTH TO A DEPTH OF 11,300 FEET, WHICH IS THE TOTAL DEPTH DRILLED IN THE WHISKEY BUTTES #1-6 WELL Before payout As Detennined Under Joint Venture Agreement Dated August 17, 1979 between CNR Resources, Inc. and Heron Petroleum Co. Limited Working Interest Net Revenue Interest 87.500000% 73.859375% After Payout As Detennined Under Joint Venture Agreement Dated August 17, 1979 between CNR Resources, Inc. and Heron Petroleum Co. Limited Working Interest Net Revenue Interest 90.625000% 73.859375% o~~""~Uq uuur.,UWÞ Christmann #1-18 (Wellbore Rights Only) WELL NAME AND LOCA nON: Christmann #1-18 Township 20 North. Range 112 West. 6th P.M. Section 18: SE/4NW/4 Lincoln County, Wyoming ASSOCIATED LEASES AND LANDS: Lease dated July 22,1977, recorded in Book 143PR, at Page 638, Lincoln County, Wyoming, real property records, from Frank William Sears et aI., as lessor, to John J. Christmann, as lessee, insofar and only insofar as said Lease covers the following described lands: Township 20 North. Range 112 West. 6th P.M. Section 18: Lots 1,2,3, E/2, E/2W/2 Lincoln County, Wyoming INSOFAR AND ONLY INSOFAR as the leased lands contributes to the drill site spacing unit and limited to the Christmann No. 1 wellbore and the production therefrom. INTERESTS OWNED: WELLBORE ONLY Working Interest 100.0000% Net Revenue Interest 72.5000%