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Return to: Ruth Maro' ''''
~ewfield Rocky Moun
17'h 51. #2600, Denver, CO 80202
000092
THIS ASSIGNMENT, BILL OF SALE, AND CONVEYANCE (this "Assignment"),
effective as of 7:00 a.m., local time on February 1, 2007 (the "Effective Time"), is made from
Stone Energy Corporation, a Delaware corporation, whose address is 625 E. Kaliste Saloom
Road, Lafayette, Louisiana 70508 (hereinafter called "Assignor") to Newfield RMI LLC, a
Delaware limited liability company, whose address is c/o Newfield Production Company, 1401
Seventeenth Street, Suite 1000, Denver, CO 80202 (hereinafter called "Assignee").
ASSIGNMENT, BILL OF SALE, AND CONVEYANCE
ARTICLE I
GRANTING AND HABENDUM CLAUSES
1.1 Assets. In consideration of One Thousand dollars ($1,000) and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor
does hereby sell, transfer, assign, convey, and deliver unto Assignee the Third Party Seismic
Data and all of Assignor's right, title and interest in and to the following assets (collectively,
such interests in such assets are referred to as the "Assets"):
(a) the oil, gas and mineral leases and any mineral fee interest described in Exhibit A
_ Part 1 hereto, including lands pooled, unitized or communitized therewith (collectively
the "Leases"), together with any overriding royalty interests described in Exhibit A - Part
l'
,
(b) the oil and gas wells located upon the lands covered by the Leases or pooled or
unitized therewith, including as listed in Exhibit A - Part 2 (collectively, the "Wells");
~_ (c) the water source wells, injection wells, tubular goods, well equipment, lease
ffi equipment, production equipment, pipelines, inventory, vehicles and all other personal
~ ffi property, fixtures and facilities appurtenant to and used solely in connection with the
D.. 0 N c::: ~ Leases or the Wells, including as listed in Exhibit A - Part 3 (collectively, the
8. ..... ~ w W "Facilities")'
(")..... W Z ~ ,
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~ ~ ct ~ ffi (d) the Hydrocarbons (as hereinafter defined) produced from or attributable to the
§ ~ ~ d Leases or Wells from and after the Effective Time, and all such Hydrocarbons produced
~ c> z Ç:: prior to the Effective Time and in storage prior to sale, upstream of the sales metering
~ ~ ~ ~ 5 point or within processing plants as of the Closing Date;
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jjj W Ô Z (e) all contracts, agreements and leases to the extent solely related to the Assets,
() c::: g ë5 including the contracts, agreements and leases listed in Exhibit A - Part 4 (collectively,
~ ~ the "Contracts");
:::::¡
(f) any environmental permits; ,
(g) all books, records, files (including, without limitation, lease files, well files,
division order files, and gas sales, gathering and processing files), muniments of title, title
opinions, reports and similar documents and materials held and used solely in connection
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with the Leases, Wells or Facilities, but excluding any of the foregoing to the extent that
(1) transfer is restricted by third-party agreement or applicable law, and (2) Assignor is
unable to obtain, using commercially reasonable efforts, a waiver of, or otherwise satisfy,
such transfer restriction (provided that Assignor shall not be required to provide
consideration or undertake obligations to or for the benefit of the holders of such rights in
order to obtain any necessary consent or waiver) (subject to such exclusion, collectively"
the "Files");
(h) all well logs, gravitational data, and geological, seismic and other geophysical
data or information (in each case) attributable to the Leases or the lands covered thereby,
to the extent that Assignor has the right to transfer same to Assignee without the payment
of any fee, penalty or other consideration but excluding any of the foregoing to the extent
that (1) transfer is restricted by third-party agreement or applicable law, and (2) Assignor
is unable to obtain, using commercially reasonable efforts, a waiver of, or otherwise
satisfy, such transfer restriction (provided that Assignor shall not be required to provide
consideration or undertake obligations to or for the benefit of the holders of such rights in
order to obtain any necessary consent or waiver); and
(i) all applications, inspection reports, environmental impact statements,
assessments, studies, permits, licenses, orders, consents, notices, correspondence and
other statements and instruments (in each case) pertaining to environmental matters and
requirements that have been filed with or supplied to or by any Governmental Authority
(as hereinafter defined) in connection with the Assets and that are in the possession or
under the control of Assignor or any of its Affiliates (as hereinafter defined), (in each
case) to the extent that Assignor has the right to transfer same to Assignee without the
payment of any fee, penalty or other consideration but excluding any of the foregoing to
the extent that (1) transfer is restricted by third-party agreement or applicable law, and (2)
Assignor is unable to obtain, using commercially reasonable efforts, a waiver of, or
otherwise satisfy, such transfer restriction (provided that Assignor shall not be required to
provide consideration or undertake obligations to or for the benefit of the holders of such
rights in order to obtain any necessary consent or waiver).
Notwithstanding the foregoing, the Assets shall in no event include, and there is excepted,
reserved and excluded from the conveyance contemplated hereby, the Excluded Assets (as
defmed below).
TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns,
forever.
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2.1 Subrogation. Assignor hereby transfers and assigns unto Assignee, its successors
and assigns, all of its right, title and interest under and by virtue of all covenants and warranties
pertaining to the Assets, express or implied (including, without limitation, title warranties and
manufacturers,' suppliers' and contractors' warranties), that have heretofore been made by any
of Assignor's predecessors in title, or by any third party manufacturers, suppliers and
contractors. This Assignment is made with full substitution and subrogation in and to all of the
covenants and warranties that Assignor has or may have against predecessors in title and with
full subrogation of all rights accruing un4er the applicable statutes of limitations and all fights
and actions of warranty against all former owners of the Assets.
ARTICLE II
SUBROGATION AND DISCLAIMERS
2.2 Disclaimers. Except as is expressly set forth in the Agreement for Purchase and
Sale dated May 13, 2007, between Assignor and Newfield Exploration Company (the "PSA"),
the Assets are hereby assigned by Assignor to Assignee subject to the Permitted Encumbrances,
without recourse, covenant or warranty of any kind, express, implied or statutory, even to the
return of the purchase price. Any covenants or warranties implied by statute or law by the use
herein of the words "grant," "convey" or other similar words are hereby expressly restrained,
disclaimed, waived and negated. WITHOUT LIMITING THE GENERALITY OF THE
TWO PRECEDING SENTENCES, ASSIGNEE ACKNOWLEDGES THAT, EXCEPT AS
AND TO THE EXTENTEXPRESSL Y SET FORTH IN THE PSA, ASSIGNOR HAS NOT
MADE, ASSIGNOR HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND
ASSIGNEE HEREBY EXPRESSLY WAIVES, ANY REPRESENTATION OR
WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR
OTHERWISE RELATING TO (A) PRODUCTION RATES, RECOMPLETION
OPPORTUNITIES, DECLINE RATES, THE QUALITY, QUANTITY OR VOLUME OF
THE RESERVES OF HYDROCARBONS, IF ANY, ATTRIBUTABLE TO THE ASSETS,
(B) THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY
INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) NOW,
HERETOFORE OR HEREAFTER FURNISHED TO ASSIGNEE BY OR ON BEHALF
OF ASSIGNOR, AND (C) THE ENVIRONMENTAL CONDITION OF THE ASSETS.
EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THE PSA,
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, ASSIGNOR
EXPRESSLY DISCLAIMS AND NEGATES, AND ASSIGNEE HEREBY WAIVES (I)
ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (II) ANY
IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE,
(III) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR
SAMPLES OF MATERIALS, (IV) ANY RIGHTS OF PURCHASERS UNDER
APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION, (V)
ANY CLAIMS BY ASSIGNEE FOR DAMAGES BECAUSE OF REDHIBITORY VICES
OR DEFECTS, WHETHER KNOWN OR UNKNOWN AS OF THE EFFECTIVE TIME
OR THE DATE HEREOF, AND (VI) ANY AND ALL IMPLIED WARRANTIES
EXISTING UNDER APPLICABLE LAW; IT BEING THE EXPRESS INTENTION OF
BOTH ASSIGNEE AND ASSIGNOR THAT, EXCEPT AS AND TO THE EXTENT
EXPRESSLY SET FORTH IN THE PSA, THE ASSETS ARE HEREBY CONVEYED TO
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ASSIGNEE IN THEIR PRESENT CONDITION AND STATE OF REPAIR, "AS IS" AND
"WHERE IS" WITH ALL FAULTS, AND THAT ASSIGNEE HAS MADE OR CAUSED
TO BE MADE SUCH INSPECTIONS AS ASSIGNEE DEEMS APPROPRIATE.
ASSIGNOR AND ASSIGNEE AGREE THAT THE DISCLAIMERS OF CERTAIN
WARRANTIES CONTAINED IN THIS SECTION 2.2 ARE "CONSPICUOUS"
DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR
ORDER.
ARTICLE III
MISCELLANEOUS
3.1 Definitions. For purposes of this Assignment, the following terms shall have the
designated meanings:
"Affiliate" means any Person that, directly or indirectly, through one or more entities,
controls or is controlled by or is under common control with the Person specified. For the
purpose of the immediately preceding sentence, the term "control" means the power to direct or
cause the direction of the management of such Person, whether through the ownership of voting
securities or by contract or agency or otherwise.
"Excluded Assets" shall mean:
(a) all corporate, financial, tax and legal records of Assignor that relate to Assignor's
business generally, that do not relate to the Assets or that relate to the following Excluded
Assets, together with a duplicate copy (digital or otherwise) of all Files;
(b) any accounts receivable or accounts payable accruing before the Effective Time;
(c) all Hydrocarbons produced from or attributable to the Leases or Wells with
respect to any periods of time prior to the Effective Time and not in storage prior to sale,
upstream of the sales metering point or within processing plants as of the Closing Date,
and all proceeds attributable thereto;
(d) all refunds of costs, taxes or expenses borne by Assignor or Assignor's
predecessor in title attributable to any periods or time prior to the Effective Time;
(e) all proceeds from the settlements of contract disputes with purchasers of
Hydrocarbons from or attributable to the Leases or Wells, including without limitation
settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods
of time prior to the Effective Time;
(f) all area-wide permits and licenses or other permits, licenses or authorizations used
in the conduct of Assignor's business generally;
(g) all rights, titles, claims and interests of Assignor or its Affiliates to or under any
policy or agreement of insurance or any insurance proceeds, or to or under any bond or
bond proceeds;
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(h) subject to Section 2.1 above, all rights and claims relating to the Assets and
attributable to periods prior to the Effective Time;
(i) all patents, patent applications, logos, service marks, copyrights, trade names or
trademarks of or associated with Assignor or its Affiliates or their business;
(j) all privileged attorney-client communications, files or records (other than title
opinions);
(k) all materials, information and analyses developed or prepared in connection with
marketing the Assets, including presentations, valuations and bidder lists, and all
communications with m~keting advisors;
(I) all right, title and interest of Assignor in and to any properties (including any oil
and gas leases, any mineral rights and any other property relating thereto) located within,
or covering lands located within, Carbon County, Wyoming, other than those Leases and
any associated Assets described on Exhibit A, Part 1; and
(m) any matter required to be excluded pursuant to the provisions of subsections (g)
and (h) in the definition of Assets.
"Governmental Authority" means any federal, tribal, state, local or foreign government
or any court of competent jurisdiction, regulatory or administrative agency or commission or
other governmental authority or non-commercial instrumentality, domestic or foreign, including
the United States, the state, county, city and political subdivisions in which the Assets are located
or that exercises jurisdiction over any of the Assets, and any agency, department, commission,
board, bureau or instrumentality or any of them that exercises jurisdiction over any of the Assets.
"Hydrocarbons" means oil, gas, distillate, condensate, casinghead gas or other liquid or
vaporous hydrocarbons, or other minerals.
"Permitted Encumbrances" means any of the following:
(a) the terms, conditions, restrictions, exceptions, reservations, limitations and
other matters contained in the agreements, instruments and documents that create or
reserve to Assignor its interests in any of the Assets;
(b) any (i) undetermined or inchoate liens or charges constituting or securing
the payment of, expenses that were incurred incidental to maintenance, development,
production or operation of the Assets or for the purpose of developing, producing or
processing Hydrocarbons therefrom or therein, and (ii) materialman's, mechanics,'
repairman's, employees,' contractors,' operators' or other similar liens or charges for
liquidated amounts arising in the ordinary course of business (x) that Assignor has agreed
to assume or pay, or (y) for which Assignee has agreed to assume or pay;
(c) any liens for taxes and assessments not yet delinquent or, if delinquent,
that are being contested in good faith in the ordinary course of business;
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(d) any liens or security interests created by law or reserved in oil and gas
leases for royalties, bonuses or rentals, or created to secure compliance with the terms of
the agreements, instruments and documents that create or reserve to Assignor its interests
in the Assets;
(e) any obligations or duties affecting the Assets to any municipality or public
authority with respect to any franchise, grant, license or permit, and all applicable laws,
rules, regulations and orders of any Governmental Authority;
(f) any (i) easements, rights of way, servitudes, permits, surface leases and
other rights in respect of surface operations, pipelines or the like, and (ii) easements for
pipelines, telephone lines, power lines and other similar rights of way, on, over or in
respect of property owned or leased by Assignor or over which Assignor owns rights of
way, easements, permits or licenses;
(g) all lessors' royalties, overriding royalties, net profits interests, carried
interests, production payments, reversionary interests and other burdens on or deductions
from the proceeds of production;
(h) preferential rights to purchase or similar agreements;
(i) third party consents to assignments or similar agreements;
G) all rights to consent by, required notices to, filings with, or other actions
by any Governmental Authority in connection with the sale or conveyance of oil and gas
leases or interests therein;
(k) all Contracts, including all production sales contracts; division orders;
contracts for sale, purchase, exchange, refining or processing of Hydrocarbons;
unitization and pooling designations, declarations, orders and agreements; operating
agreements; agreements of development; area of mutual interest agreements; gas
balancing or deferred production agreements; processing agreements; plant agreements;
pipeline, gathering and transportation agreements; injection, repressuring and recycling
agreements; carbon dioxide purchase or sale agreements; salt water or other disposal
agreements; seismic or geophysical permits or agreements; and any and all other
agreements that are ordinary and customary in the oil and gas exploration, development
or extraction business, or in the business of processing of gas and gas condensate
production for the extraction of products therefrom; and
(1) all defects and irregularities affecting the Assets that individually or in the
aggregate do not interfere materially with the operation, value or use of the Assets, taken
as a whole.
"Person" means an individual, corporation, partnership, association, trust, limited
liability company or any other entity or organization, including a government or political
subdivision or an agency, unit or instrumentality thereof.
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"Third Party Seismic Data" means the seismic and geophysical data, to the extent
Assignee has paid all required transfer fees and satisfied all necessary conditions, and obtained
all necessary consents, for same to be transferred to Assignee.
3.2 Further Assurances. Assignor and Assignee shall, at the request of the other and
without additional consideration, shall execute and deliver, or shall cause to be executed and
delivered from time to time such further instruments of conveyance and transfer and shall take
such other action as the other may reasonably request to convey and deliver the Assets to
Assignee and to accomplish the orderly transfer of the Assets to Assignee in the manner
contemplated by this Assignment.
3.3 Counterparts. This Assignment may be executed in any number of counterparts,
each of which shall be deemed to be an original instrument and all of which, taken together, shall
constitute one and the same conveyance.
3.4 Successors and Assigns. This Assignment shall bind and inure to the benefit of
Assignor and Assignee and their respective successors and assigns.
Executed this 29th day of June, 2007, but effective for all purposes as of the Effective
Time.
ASSIG:lt c(
::neE~D
Kent S. Davis
Land Manager
ASSIGNEE:
Newfield RMI LLC, a Delaware limited liability
company, by Virginia Properties Exchange, Inc., a
Dela e orpor . n 'ts M er
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ACKNOWLEDGMENT
OÔ0099
State of Colorado §
§
City and County of Denver §
This instrument was acknowledged before me this 29th day of June, 2007, by Kent S.
Davis, Land Manager of Stone Energy Corporation, a Delaware corporation, on behalf of said
corporation.
........................,.......\,
(SEAL)
RUTH G. MARQUIS 'y
NOTARY PUBLIC
STATE OF COLORADO ¡
\
:VJy Commission EÄ~jrGs 0"1,/22/20::'8
State of Colorado §
§
City and County of Denver §
This instrument was acknowledged before me this 29th day of June, 2007, by Darryl P.
Jacobs, as Vice President of Virginia Properties Exchange, Inc., Manager of Newfield RMI LLC,
on behalf of said limited liability company. "
RUTH G. MARQUIS
NOTARY PUBLIC
STATE OF COLORADO
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EXHIBIT A - PART 2
WELLS
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NONE
1 of 1
WY-LlNCOLN COUNTY
EXHIBIT A . PART 3
FACiliTIES
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NONE
1 of 1
WY-LlNCOLN COUNTY
Exhibit A - Part 4
000103
Contracts
All contracts, agreements and leases to the extent solely related to the Assets, including the
contracts, agreements and leases listed in Exhibit A - Part 4 the PSA.
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