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Home My WebLink About933190 RECEIVED 9/17/2007 at 3:26 PM RECEIVING # 933190 BOOK: 672 PAGE: 451 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY ASSIGNMENT, BILL OF SALE AND CONVEYANCE 000451. This Assignment, Bill of Sale and Conveyance (this "Assignment"), dated effective August 20, 2007, at 7:00 a.m. Mountain Standard Time (the "Effective Time") is from Hawthorn Oil Company, a Wyoming corporation, whose address is P. O. Box 2003, Casper, Wyoming 82602 ("Assignor") to the following in the proportion set out beside each name: O'Connell Partners, L.P. a Delaware limited partnership 60.5043 % Black Stone Natural Resources II, L.P. a Delaware limited partnership 24.1485 % Black Stone Natural Resources II-B, L.P. a Delaware limited partnership, 15.3472 % all whose address is 1001 Fannin, Suite 2020, Houston, Texas 77002 (collectively "Assignee"). For $100.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby sells, assigns, transfers, grants, bargains and conveys to Assignee all of Assignor's right, title and interest in and to the following real and personal property interests (collecti vel y, the "Assets"): A. The oil and gas leases specifically described in Exhibit A, whether producing or non-producing and whether fully or properly described or not, (collectively, the "Leases"), subject to the royalties and overriding royalties burdening the Leases, and any and all right, title and interest in and to the oil, gas and all other hydrocarbons in, on or under the lands covered by the Leases (the "Lands") and other hydrocarbons and products, whether liquid or gaseous, produced in association therewith ("Hydrocarbons") after the Effective Time; B. All oil and gas wells (the "Wells") on the Leases, the Lands or on lands pooled, communitized or unitized therewith, and all personal property, equipment, injection and disposal wells, fixtures, improvements, permits, water discharge permits, rights-of-way and easements used in connection with the production, gathering, treatment, processing, storing, transportation, sale or disposal of Hydrocarbons or water produced from the properties and interests described in Section A; C. The unitization, pooling and communitization agreements, declarations and orders, and the units created thereby (the "Units"), and all operating agreements and unit operating agreements related to the properties and interests described in Sections A and B and all other such agreements relating to the production of Hydrocarbons, if any, attributable to said properties and interests; 000452' D. To the extent assignable, all existing and effective sales, purchase, exchange, gathering, transportation and processing contracts, balancing agreements, farmout agreements, service agreements and other contracts, agreements and instruments, insofar as they relate to the properties and interests described in Sections A through C; E. All geological, seismic and other technical data in Assignor's possession related to the Assets ("Data"), to the extent such Data is not subject to restrictions on transfer; F. All easements, rights-of-way, servitudes, permits, licenses, franchises and other estates or similar rights and privileges to the extent related to or used solely in connection with the properties and interests described in Sections A through C; and G. All files, records and data relating to the items described in Sections A through F maintained by Assignor, but excluding (i) Assignor's company files and tax-related records to the extent not relevant to the Assets, and (ii) records and data to the extent transfer thereof is prohibited by unaffiliated third party contractual restrictions transfer (the "Records"). To the extent that any of the Records or Data contain interpretations of Assignor, Assignee agrees to rely on such interpretations at its own risk. Notwithstanding anything herein to the contrary, the Assets shall include all right, title and interest of Assignor in and to the Leases, the Lands, Hydrocarbons, Wells and Units, and all other leases, lands, hydrocarbons, wells and units and all other oil and gas interests of every kind and nature, whether or not specifically or correctly described on Exhibit A INSOFAR AND ONLY INSOFAR AS SUCH INTERESTS RELATE TO OVERRIDING ROYALTY INTERESTS AND/OR PRODUCTION PAYMENTS. TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns forever. This Assignment is made subject to the following terms and conditions: 1. This Assignment is being made pursuant to the terms of the Purchase and Sale Agreement, dated effective August 15, 2007, between Assignor and Assignee and other parties identified therein (the "Agreement"). All capitalized terms used but not defined herein shall have the meanings given them in the Agreement. If there is a conflict between the terms of this Assignment and the terms of the Agreement, the terms of the Agreement shall control to the extent of the conflict. Assignor and Assignee intend that the terms of the Agreement remain separate and distinct from and not merge into the terms of this Assignment. 2. ASSIGNOR WARRANTS TITLE TO THE ASSETS FROM AND AGAINST ALL PERSONS CLAIMING BY, THROUGH OR UNDER ASSIGNOR, BUT NOT OTHERWISE. TIDS LIMITED SPECIAL WARRANTY SHALL NOT APPLY TO THE EXTENT TO WHICH A TITLE DEFECT ADJUSTMENT TO THE PURCHASE PRICE ON A CERTAIN ASSET WAS MADE UNDER THE AGREEMENT, PROVIDED FURTHER THAT TIDS LIMITED SPECIAL WARRANTY SHALL BE LIMITED IN AMOUNT TO THE ALLOCATED VALUE OF THE AFFECTED ASSET, AS THAT 2 000453 ALLOCATED VALUE IS SET FORTH IN THE AGREEMENT AND PROVIDED FURTHER THAT TIDS LIMITED WARRANTY OF TITLE SHALL BE SUBJECT TO ALL "PERMITTED ENCUMBRANCES" AS DEFINED IN THE AGREEMENT. 3. EXCEPT AS SET FORTH IN PARAGRAPH2 ABOVE, THIS ASSIGNMENT IS MADE WITHOUT WARRANTY OF ANY KIND, EXPRESSED, IMPLIED OR STATUTORY. ASSIGNOR EXPRESSLY DISCLAIMS AND NEGATES ANY WARRANTY AS TO THE CONDITION OF ANY PERSONAL PROPERTY, DATA, EQUIPMENT, FIXTURES AND ITEMS OF MOVABLE PROPERTY COMPRISING ANY PART OF THE ASSETS, INCLUDING (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 ASSIGNEE UNDER APPLICABLE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION, AND (v) ANY CLAIM BY ASSIGNEE FOR DAMAGES BECAUSE OF DEFECTS, WHETHER KNOWN OR UNKNOWN, IT BEING EXPRESSLY UNDERSTOOD BY ASSIGNEE THAT SAID PERSONAL PROPERTY, DATA, FIXTURES, EQillPMENT AND ITEMS ARE BEING CONVEYED TO ASSIGNEE "AS IS, WHERE IS," WITH ALL FAULTS AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR. THE PARTIES AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE OPERATIVE, THE DISCLAIMERS OF WARRANTIES CONTAINED IN THIS PARAGRAPH ARE "CONSPICUOUS" DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER. THE EXPRESS REPRESENTATIONS AND WARRANTIES OF ASSIGNOR CONTAINED IN THIS ASSIGNMENT ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER REPRESENTA TIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND ASSIGNOR EXPRESSLY DISCLAIMS ANY AND ALL SUCH OTHER REPRESENTATIONS AND WARRANTIES. 4. To the extent permitted by law, Assignee shall be subrogated to Assignor's rights in and to representations, warranties and covenants given with respect to the Assets. Assignor hereby grants and transfers to Assignee, its successors and assigns, to the extent so transferable and permitted by law, the benefit of and the right to enforce the covenants, representations and warranties, if any, which Assignor is entitled to enforce with respect to the Assets, but only to the extent not enforced by Assignor. 5. Any 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, as set forth in the Agreement or other documents executed in connection therewith. 6. Assignor and Assignee may execute separate governmental form assignments of the Assets on officially approved forms, 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 3 000454 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. 7. This Assignment binds and inures to the benefit of Assignor and Assignee and their respective successors and assigns. 8. This Assignment may be executed in several counterparts, all of which are identical, except that, to facilitate recordation, certain counterparts hereof may include only that portion of Exhibit A which contains descriptions of properties located in (or otherwise subject to the recording or filing requirements and/or protections of the recording or filing acts or regulations of) the recording jurisdiction in which the particular counterpart is to be recorded, and other portions of Exhibit A shall be included in such counterparts by reference only. All of such counterparts together shall constitute one and the same instrument. [Signature Page Follows] 4 ,000455 EXECUTED on the dates contained in the acknowledgments of this Assignment, to be effective for all purposes as of the Effective Time. ATTEST B~O~.~¡,~ Chern R. Newman, Asst. ecretary " .,).' :';; i! ì" "." j II ~-. _ . ~ _1) :.~ ,,~:., :/; .: '. . . ..- "." ..".......... .' , ;1' 1 .\..-\ , .. 'I \ \,' ASSIGNOR: HAWTHORN OIL COMPANY By: 0 J,Ó~ßl1 C. s: O'Connell, President " ASSIGNEE: O'CONNELL PARTNERS, L.P. By: BSAP II GP, L.L.C., its General Partner By: æ¿?â..h~ . al ie A. Vanderhider utive VIce PresIdent &, ChIefFmancIaI Officer BLACK STONE NATURAL RESOURCES ll, L.P. By: BSAP II GP, L.L.C., its General Partner By: &t..;,â.i .J~~ a lie A. Vanderhider ecutive Vice President & Chief Financial Officer BLACK STONE NATURAL RESOURCES ll-B, L.P. By: BSAP II GP, L.L.C., its General Partner By: Cy~t2 U~.A~.¿'-t ~ ~e A. Vanderhider xecutive Vice President & ChIef FmancIal Officer r~iO'T1:1hJrl" P:loI'!--Ac:c:iO'T1m",nt Rill nf~:lI", :Inri rnnv",v:lnr.",l ACKNOWLEDGMENTS 000456 STATE OF WYOMING § § COUNTY OF NA TRONA § L This instrument was acknowledged fore me this / 73 day of August, 2007 by C. s. O'Connell, as President of Hawthorn Oil Company, a Wy ming corporation, on behalf of said corporation. GAYlE DAWSON - NOTARY PUBLIC COUNTY OF STATE OF NATRONA WYOMING My Corrvnission Expires Aug. 27, 2010 STATE OF COLORADO § § COUNTY OF ARAPAHOE § This instrument was acknowledged before me this 201h day of August, 2007 by Hallie A. Vanderhider, Executive Vice President & Chief Financial Officer, of BSAP ß GP, L.L.C., General Partner of O'Connell Partners, L.P., Black Stone Natural Resources II, L.P. and Black Stone Natural Resources II-B, L.P., all Delaware limited partnerships, on behalf of said partnerships. ~ \I'V\, ~ '(' . Mary Mape, No Public My Commission Expires: November 22, 2010 -. 1" it"'lr.!fif'dr, My Commission Ex!"""" <I: .. ;e J:. >< W ãi .. 000457 Q) - ~ w .J !;;: >- i I- ~ en Q) c 1: ~ CIS a.. c Z Õ Ci) ::::> tJ c 0 c C (,) :..::::¡ 0 (,) õ W 'tJ " c <I: CIS a.. >- c ~ CIS C. 0 E 0 0 m (,) .- 0 c .. 0 ~ .c a. - ~ ..c: CIS - :I: «) c - en Q) Q) Q) z ~ ~ 0 ..J- C\J <1:1- ..... .c "e: ..... 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