HomeMy WebLinkAbout937033
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UNIT AGREEMENT
FOR THE DEVELOPMENT AND OPERATION
0001.68
OF THE
BLACK BEAR CANYON UNIT AREA
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COUNTY OF LINCOLN
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STATE OF WYOMING
TABLE OF CONTENTS
SECTION
PaJ!e
Preliminary Recitals .
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1. Enabling Act and Regulations
2. Unit Area
3. Unitized Land and Unitized Substances
4. Unit Operator .
5. Resignation or Removal of Unit Operator
6. Successor Unit Operator
7. Accounting Provisions and Unit Operating Agreement
8. Rights and Obligations of Unit Operator
9. Drilling to Discovery .
10. Plan of Further Development and Operation.
11. Participation after Discovery .
12. Allocation of Production
13. Development or Operation of Non-Participating
Land or Formations
14. Royalty Settlement
15. Rental Settlement
16. Conservation.
17. Drainage
18. Lease and Contracts Conformed or Extended
19. Covenants Run with Land
20. Effective Date and Term
21. Rate of Prospecting, Development, and Production
22. Appearances..
23. Notices
24. No Waiver of Certain Rights.
25. Unavoidable Delay
26. Nondiscrimination
27. Loss of Title .
28. Non-Joinder and Subsequent Joinder.
29. Counterparts.
30. Special Surface Stipulations
31. Surrender
32. Taxes.
33. No Partnership
34. State Land Provisions.
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Exhibit "A' - Plat of Unit Area
Exhibit "B" - Schedule showing percentage and kind of ownersµ.ip!
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RECEIVED 2/19/2008 at 2:38 PM
RECEIVING # 937033
BOOK: 687 PAGE: 168
JEANNE WAGNER
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UNIT AGREEMENT
FOR THE DEVELOPMENT AND OPERATION
û00169
OF THE
BLACK BEAR CANYON UNIT AREA
COUNTY OF LINCOLN
STATE OF WYOMING
NO.
THIS AGREEMENT, entered into as of the ih day of November, 2007, by and between
the parties subscribing, ratifying, or consenting hereto, and herein referred to as the "parties hereto,"
WITNESSETH:
WHEREAS, the parties hereto are the owners of working, royalty, or other oil and gas
interests in the unit area subject to this agreement; and
WHEREAS, the Mineral Leasing Act of February 25, 1920,41 Stat. 437, as amended, 30 U.
S. C. Sec. 181 et seq., authorizes Federal lessees and their representatives to unite with each other,
or jointly or separately with others, in collectively adopting and operating under a unit plan of
development or operation of any oil and gas pool, field, or like area, or any part thereof for the
purpose of more properly conserving the natural resources thereof whenever detenuined and
certified by the Secretary of the interior to be necessary or advisable in the public interest; and
WHEREAS, the parties hereto hold sufficient interests in the Black Bear Canyon Unit Area
covering the land hereinafter described to give reasonably effective control of operations therein;
and
WHEREAS, it is the purpose of the parties hereto to conserve natural resources, prevent
waste, and secure other benefits obtainable through development and operation of the area subject to
this agreement under the tenus, conditions, and limitations herein set forth;
NOW, THEREFORE, in consideration of the premises and the promises herein contained,
the parties hereto commit to this agreement their respective interests in the below-defined unit area
and agree severally among themselves as follows:
1. ENABLING ACT AND REGULATIONS. The Mineral Leasing Act of February 25,
1920, as amended, supra, and all valid pertinent regulations including operating and unit plan
regulations, heretofore issued thereunder or valid, pertinent and reasonable regulations hereafter
issued thereunder are accepted and made a part of this agreement as to Federal lands, provided such
regulations are not inconsistent with the tenus of this agreement; and as to non-Federal lands, the oil
and gas operating regulations in effect as of the effective date hereof governing drilling and
producing operations, not inconsistent with the tenus hereof or the laws of the State in which the
non-Federal land is located, are hereby accepted and made a part of this agreement.
2. UNIT AREA. The area specified on the map attached hereto, marked Exhibit "A," is
hereby designated and recognized as constituting the unit area, containing 11,221.77 acres, more or
less.
Exhibit "A" shows, in addition to the boundary of the unit area, the boundaries and identity
of tracts and leases in said area to the extent known to the Unit Operator. Exhibit "B" attached (\1
h~reto is a sche~ule sh?wing to t~e extent. known to t~e Unit ?perator, the acreage, ~ercent{~~e..:5~d)l~," "
kind of ownership of 011 and gas 111terests 111 all lands 111 the unIt area. However, nothingJj1.erem or 1~ }:;< ,).
Exhibits "A" or "B" shall be construed as a representation by any party hereto as ~\~\ow~~rs~i~~ri:' (
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000170
any interest other than such interest or interests as are shown in the Exhibits as owned by such party.
Exhibits "A" and "B" shall be revised by the Unit Operator whenever changes in the unit area or in
the ownership interests in the individual tracts render such revision necessary, or when requested by
the Authorized Officer, hereinafter referred to as "AO" and not less than four copies of the revised
Exhibits shall be filed with the proper Bureau of Land Management office.
The above-described unit area shall when practicable be expanded to include therein any
additional lands or shall be contracted to exclude lands whenever such expansion or contraction is
deemed to be necessary or advisable to conform with the purposes of this agreement. Such
expansion or contraction shall be effected in the following manner:
(a) Unit Operator, on its own motion (after preliminary concurrence by the AO), or on
demand of the AO, shall prepare a notice of proposed expansion or contraction describing the
contemplated changes in the boundaries of the unit area, the reasons therefor, any plans for
additional drilling, and the proposed effective date of the expansion or contraction, preferably the
first day of a month subsequent to the date of notice.
(b) Said notice shall be delivered to the proper Bureau of Land Management office, and
copies thereof mailed to the last known address of each working interest owner, lessee and lessor
whose interests are affected, advising that 30 days will be allowed for submission to the Unit
Operator of any objections.
(c) Upon expiration of the 30-day period provided in the preceding item (b) hereof, Unit
Operator shall file with the AO evidence of mailing of the notice of expansion or contraction and a
copy of any objections thereto which have been filed with Unit Operator, together with an
application in triplicate, for approval of such expansion or contraction and with appropriate joinders.
(d) After due consideration of all pertinent information, the expansion or contraction shall,
upon approval by the AO, become effective as of the date prescribed in the notice thereof or such
other appropriate date.
(e) All legal subdivisions of lands (i.e., 40 acres by Government surveyor its nearest lot or
tract equivalent; in instances of irregular surveys, unusually large lots or tracts shall be considered in
multiples of 40 acres or the nearest aliquot equivalent thereof), no parts of which are in or entitled to
be in a participating area on or before the fifth anniversary of the effective date of the first initial
participating area established under this unit agreement, shall be eliminated automatically from this
agreement, effective as of said fifth anniversary, and such lands shall no longer be a part of the unit
area and shall no longer be subject to this agreement, unless diligent drilling operations are in
progress on unitized lands not entitled to participation on said fifth anniversary, in which event all
such lands shall remain subject hereto for so long as such drilling operations are continued
diligently, with not more than 90 days' time elapsing between the completion of one such well and
the commencement of the next such well. All legal subdivisions of lands not entitled to be in a
participating area within 10 years after the effective date of the first initial participating area
approved under this agreement shall be automatically eliminated from tIns agreement as of said
tenth anniversary. The Unit Operator shall, within 90 days after the effective date of any
elimination hereunder, describe the area so eliminated to the satisfaction of the AO and promptly
notify all parties in interest. All lands reasonably proved productive of unitized substances in
paying quantities by diligent drilling operations after the aforesaid 5-year period shall become
participating in the same manner as during said first 5-year period. However, when such diligent
drilling operations cease, all non-participating lands not then entitled to be in a participating area
shall be automatically eliminated effective as of the 9lst day thereafter.
Any expansion of the unit area pursuant to this section which embraces lands theretofore
eliminated pursuant to this subsection 2( e) shall not be considered automatic commitment or
recommitment of such lands. If conditions warrant extension of the 1 O-year period specified in this
subsection, a single extension of not to exceed 2 years may be accomplished by consent of the
owners of 90% of the working interest in the current non-participating unitized lands and the owners
of 60% of the basic royalty interests (exclusive of the basic royalty interests of the United States ~ ~)1
non-participating unitized lands with approval of the AD, provided such extension applicóltl~ti>i'š··., '
submitted not later than 60 days prior to the expiration of said 1 O-year period. ",<: '0 \ '"
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6001.71
3. UNITIZED LAND AND UNITIZED SUBSTANCES. All land now or hereafter
committed to this agreement shall constitute land referred to herein as "unitized land" or "land
subject to this agreement". All oil and gas in any and all fonnations of the unitized land are unitized
under the tenns oftl1Ìs agreement and herein are called "unitized substances".
4. UNIT OPERATOR. FORTUNA (US) L.P. is hereby designated as Unit Operator and by
signature hereto as Unit Operator agrees and consents to accept the duties and obligations of Unit
Operator for the discovery, development, and production of unitized substances as herein provided.
Whenever reference is made herein to the Unit Operator, such reference means the Unit Operator
acting in that capacity and not as an owner of interest in unitized substances, and the tenn "working
interest owner" when used herein shall include or refer to Unit Operator as the owner of a working
interest only when such an interest is owned by it.
5. RESIGNATION OR REMOVAL OF UNIT OPERATOR. Unit Operator shall have
the right to resign at any time prior to the establishment of a participating area or areas hereunder,
but such resignation shall not become effective so as to release Unit Operator from the duties and
obligations of Unit Operator and tenninate Unit Operator's rights as such for a period of 6 months
after notice of intention to resign has been served by Unit Operator on all working interest owners
and the AO and until all wells then drilled hereunder are placed in a satisfactory condition for
suspension or abandonment, whichever is required by the AO, unless a new Unit Operator shall
have been selected and approved and shall have taken over and assumed the duties and obligations
of Unit Operator prior to the expiration of said period.
Unit Operator shall have the right to resign in like manner and subject to like limitations as
above provided at any time after a participating area established hereunder is in existence, but in all
instances of resignation or removal, until a successor Unit Operator is selected and approved as
hereinafter provided, the working interest owners shall be jointly responsible for perfonnance of the
duties of Unit Operator, and shall not later than 30 days before such resignation or removal becomes
effective appoint a common agent to represent them in any action to be taken hereunder.
The resignation of Unit Operator shall not release Unit Operator from any liability for any
default by it hereunder occurring prior to the effective date of its resignation.
The Unit Operator may, upon default or failure in the perfonnance of its duties or
obligations hereunder, be subject to removal by the same percentage vote of the owners of working
interests as herein provided for the selection of a new Unit Operator. Such removal shall be
effective upon notice thereof to the AO.
The resignation or removal of Unit Operator under this agreement shall not tenninate its
right, title, or interest as tlle owner of a working interest or other interest in unitized substances, but
upon the resignation or removal of Unit Operator becoming effective, such Unit Operator shall
deliver possession of all wells, equipment, materials, and appurtenances used in conducting the unit
operations to the new duly qualified successor Unit Operator or to the common agent, if no such
new Unit Operator is selected, to be used for the purpose of conducting unit operations hereunder.
Nothing herein shall be construed as authorizing removal of any material, equipment, or
appurtenances needed for the preservation of any wells.
6. SUCCESSOR UNIT OPERATOR. Whenever the Unit Operator shall tender his or its
resignation as Unit Operator or shall be removed as hereinabove provided, or a change of Unit
Operator is negotiated by the working interest owners, the owners of the working interests according
to their respective acreage interests in all unitized land shall, pursuant to the Approval of the Parties
requirements of the unit operating agreement, select a successor Unit Operator. Such selection shall
not become effective until:
(a) a Unit Operator so selected shall accept in writing the duties and responsibilities of Unit
Operator, and ..,.'\ \:~).
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(b) the selection shall have been approved by the AO.
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2 If no successor Unit Operator is selected and qualified as herein provided, the AO at his
3 election may declare this unit agreement terminated.
4
5 7. ACCOUNTING PROVISIONS AND UNIT OPERATING AGREEMENT. If the
6 Unit Operator is not the sole owner of working interests, costs and expenses incurred by Unit
7 Operator in conducting unit operations hereunder shall be paid and apportioned among and borne by
8 the owners of working interests, all in accordance with the agreement or agreements entered into by
9 and between the Unit Operator and the owners of working interests, whether one or more, separately
10 or collectively. Any agreement or agreements entered into between the working interest owners and
11 the Unit Operator as provided in this section, whether one or more, are herein referred to as the "unit
12 operating agreement". Such unit operating agreement shall also provide the manner in which the
13 working interest owners shall be entitled to receive their respective proportionate and allocated
14 share of the benefits accruing hereto in confonnity with their underlying operating agreements,
15 leases, or other independent contracts, and such other rights and obligations as between Unit
16 Operator and the working interest owners as may be agreed upon by Unit Operator and the working
17 interest owners; however, no such unit operating agreement shall be deemed either to modify any of
18 the terms and conditions of this unit agreement or to relieve the Unit Operator of any right or
19 obligation established under this unit agreement, and in case of any inconsistency or conflict
20 between this agreement and the unit operating agreement, this agreement shall govern. Two copies
21 of any unit operating agreement executed pursuant to this section shall be filed in the proper Bureau
22 of Land Management office, prior to approval of this unit agreement.
23
24 8. RIGHTS AND OBLIGATIONS OF UNIT OPERATOR. Except as otherwise
25 specifically provided herein, the exclusive right, privilege, and duty of exercising any and all rights
26 of the parties hereto which are necessary or convenient for prospecting for, producing, storing,
27 allocating, and distributing the unitized substances are hereby delegated to and shall be exercised by
28 the Unit Operator as herein provided. Acceptable evidence of title to said rights shall be deposited
29 with Unit Operator and, together with this agreement, shall constitute and define the rights,
30 privileges, and obligations of Unit Operator. Nothing herein, however, shall be construed to transfer
31 title to any land or to any lease or operating agreement, it being understood that under this
32 agreement the Unit Operator, in its capacity as Unit Operator, shall exercise the rights of possession
33 and use vested in the parties hereto only for the purposes herein specified.
34
35 9. DRILLING TO DISCOVERY. Within 6 months after the effective date hereof, the
36 Unit Operator shall commence to drill an adequate test well at a location approved by the AO,
37 unless on such effective date a well is being drilled in conformity with the terms hereof, and
38 thereafter continue such drilling diligently until 200 feet below the top of the Bighorn Formation in
39 the hanging wall of the Bear Canyon Thrust has been tested or until at a lesser depth unitized
40 substances shall be discovered which can be produced in paying quantities (to-wit: quantities
41 sufficient to repay the costs of drilling, completing and producing operations, with a reasonable
42 profit) or the Unit Operator shall at any time establish to the satisfaction of the AO that further
43 drilling of said well would be unwarranted or impracticable, provided, however, that Unit Operator
44 shall not in any event be required to drill said well to a depth in excess of 13,790 feet. Until the
45 discovery of unitized substances capable of being produced in paying quantities, the Unit Operator
46 shall continue drilling one well at a time, allowing not more than 6 months between the completion
47 of one well and the commencement of drilling operations for the next well, until a well capable of
48 producing unitized substances in paying quantities is completed to the satisfaction of the AO or until
49 it is reasonably proved that the unitized land is incapable of producing unitized substances in paying
50 quantities in the formations drilled hereunder. Nothing in this section shall be deemed to limit the
51 right of the Unit Operator to resign as provided in Section 5 hereof, or as requiring Unit Operator to
52 commence or continue any drilling during the period pending such resignation becoming effective
53 in order to comply with the requirements of this section.
54
55 The AO may modify any of the drilling requirements of this section by granting reasonable
56 extensions of time when, in his opinion, such action is warranted.
57
58 Until the establishment of a participating area, the failure to commence a well subsequent to
59 the drilling of the i~ti~l obligation well? or in the case of .multiple. well. requirements? if spec!~~~)~l
60 subsequent to the drillmg of those multIple wells, as provided for m this (these) sectlOn(&)l\w~tlún ",.l,:)
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0001.73
1 the time allowed including any extension of time granted by the AO, shall cause this agreement to
2 tenninate automatically. Upon failure to continue drilling diligently any well other than the
3 obligation welles) commenced hereunder, the AO may, after 15 days notice to the Unit Operator,
4 declare this unit agreement tenninated. Failure to commence drilling the initial obligation well, or
5 the first of multiple obligation wells, on time and to drill it diligently shall result in the unit
6 agreement approval being declared invalid ab initio by the AO. In the case of multiple well
7 requirements, failure to commence drilling the required multiple weps beyond the first well, and to
8 drill them diligently, may result in tlle unit agreement approval being declared invalid ab initio by
9 the AO.
10
11 10. PLAN OF FURTHER DEVELOPMENT AND OPERATION. Within 6 months
12 after completion of a well capable of producing unitized substances in paying quantities, Operator
13 shall submit for the approval of the AO an acceptable plan of developmeIit and operation for the
14 unitized land which, when approved by the AO, shall constitute the further drilling and development
15 obligations of the Unit Operator under this agreement for the period specified therein. Thereafter,
16 ITom time to time before the expiration of any existing plan, the Unit Operator shall submit for the
17 approval of the AO a plan for an additional specified period for the development and operation of
18 the unitized land. Subsequent plans should nonnally be filed on a calendar year basis not later than
19 March 1 each year. Any proposed modification or addition to the existing plan should be filed as a
20 supplement to the plan.
21
22 Any plan submitted pursuant to this section shall provide for the timely exploration of the
23 unitized area, and for the diligent drilling necessary for detennination of the area or areas capable of
24 producing unitized substances in paying quantities in each and every productive fonnation. This
25 plan shall be as complete and adequate as the AO may detennine to be necessary for timely
26 development and proper conservation of the oil and gas resources of the unitized area and shall:
27
28 (a) specify the number and locations of any wells to be drilled and the proposed order and
29 time for such drilling; and
30
31 (b) provide a summary of operations and production for the previous year.
32
33 Plans shall be modified or supplemented when necessary to meet changed conditions or to
34 protect the interests of all parties to this agreement. Reasonable diligence shall be exercised in
35 complying with the obligations of the approved plan of development and operation. The AO is
36 authorized to grant a reasonable extension of the 6 month period herein prescribed for submission of
37 an initial plan of development and operation where such action is justified because of unusual
38 conditions or circumstances.
39
40 After completion of a well capable of producing unitized substances in paying quantities, no
41 further wells, except such as may be necessary to afford protection against operations not under this
42 agreement and such as may be specifically approved by the AO, shall be drilled except in
43 accordance with an approved plan of development and operation.
44
45 11. PARTICIPATION AFTER DISCOVERY. Upon completion of a well capable of
46 producing unitized substances in paying quantities, or as soon thereafter as required by the AO, the
47 Unit Operator shall submit for approval by the AO, a schedule, based on subdivisions of the public-
48 land surveyor aliquot parts thereof, of all land then regarded as reasonably proved to be productive
49 of unitized substances in paying quantities. These lands shall constitute a participating area on
50 approval of the AO, effective as of the date of completion of such well or the effective date of this
51 unit agreement, whichever is later. The acreages of both Federal and non-Federal lands shall be
52 based upon appropriate computations ITom the courses and distances shown on the last approved
53 public-land survey as of the effective date of each initial participating area. The schedule shall also
54 set forth the percentage of unitized substances to be allocated, as provided in Section 12, to each
55 committed tract in the participating area so established, and shall govern the allocation of
56 production commencing Witll the effective date of the participating area. A different participating
57 area shall be established for each separate pool or deposit of unitized substances or for any group
58 thereof which is produced as a single pool or zone, and any two or more participating areas so
59 established may be combined into one, on approval of the AO. When production ITom two or more
60 participating areas is subsequently found to be ITom a common pool or deposit, the participating
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ûOOj.74
areas shall be combined into one, effective as of such appropriate date as may be approved or
prescribed by the AO. The participating area or areas so established shall be revised ITom time to
time, subject to the approval of the AO, to include additional lands then regarded as reasonably
proved to be productive of unitized substances in paying quantities or which are necessary for unit
operations, or to exclude lands then regarded as reasonably proved not to be productive of unitized
substances in paying quantities, and the schedule of allocation percentages shall be revised
accordingly. The effective date of any revision shall be the first of the month in which the
knowledge or information is obtained on which such revision is predicated; provided, however, that
a more appropriate effective date may be used if justified by Unit Operator and approved by the AO.
No land shall be excluded ITom a participating area on account of depletion of its unitized
substances, except that any participating area established under the provisions of this unit agreement
shall terminate automatically whenever all completions in the formation on which the participating
area is based are abandoned.
It is the intent of this section that a participating area shall represent the area known or
reasonably proved to be productive of unitized substances in paying quantities or which are
necessary for unit operations; but, regardless of any revision of the participating area, nothing herein
contained shall be construed as requiring any retroactive adjustment for production obtained prior to
the effective date ofthe revision of the participating area.
In the absence of agreement at any time between the Unit Operator and the AO as to the
proper definition or redefinition of a participating area, or until a participating area has, or areas
have, been established, the portion of all payments affected thereby shall, except royalty due the
United States, be impounded in a manner mutually acceptable to the owners of committed working
interests. Royalties due the United States shall be determined by the AO and the amount thereof
shall be deposited, as directed by the AO, until a participating area is finally approved and then
adjusted in accordance with a determination of the sum due as Federal royalty on the basis of such
approved participating area.
Whenever it is determined, subject to the approval of the AO, that a well drilled under this
agreement is not capable of production of unitized substances in paying quantities and inclusion in a
participating area ofthe land on which it is situated is unwarranted, production ITom such well shall,
for the purposes of settlement among all parties other than working interest owners, be allocated to
the land on which the well is located, unless such land is already within the participating area
established for the pool or deposit ITom which such production is obtained. Settlement for working
interest benefits ITom such a nonpaying unit well shall be made as provided in the unit operating
agreement.
12. ALLOCATION OF PRODUCTION. All unitized substances produced ITom a
participating area established under this agreement, except any part thereof used in conformity with
good operating practices within the unitized area for drilling, operating and other production or
development purposes, for repressuring or recycling in accordance with a plan of development and
operations that has been approved by the AO, or unavoidably lost, shall be deemed to be produced
equally on an acreage basis ITom the several tracts of unitized land and unleased Federal land, if any,
included in the participating area established for such production. Each such tract shall have
allocated to it such percentage of said production as the number of acres of such tract included in
said participating area bears to the total acres of unitized land and unleased Federal land, if any,
included in said participating area. There shall be allocated to the working interest owner(s) of
each tract of unitized land in said participating area, in addition, such percentage of the production
attributable to the unleased Federal land within the participating area as the number of acres of such
unitized tract included in said participating area bears to the total acres of unitized land in said
participating area, for the payment of the compensatory royalty specified in Section 17 of this
agreement. Allocation of production hereunder for purposes other than for settlement of the royalty,
overriding royalty, or payment out of production obligations of the respective working interest
owners, including compensatory royalty obligations under Section 17, shall be prescribed as set
forth in the unit operating agreement or as otherwise mutually agreed by the affected parties. It is
hereby agreed that production of unitized substances from a participating area shall be allocated as . \(~§i)v
pro~i~ed .herein, regardless of whether any wells are ~ll~d ~n any p~icular part or tract ,of ~~~ ':?~ " i",.{j
partlclpatmg area. If any gas produced ITom one partlclpatmg area IS used for repress~g ~r ,,-;,ò"'-)
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recycling purposes in another participating area, the first gas withdrawn ITom the latter ~tèipati,~l!p;: ::~ ~;':~~~.~r:~::~
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000175
1 area for sale during the life of this agreement, shall be considered to be the gas so transferred, until
2 an amount equal to that transferred shall be so produced for sale and such gas shall be allocated to
3 the participating area from which initially produced as such area was defined at the time that such
4 transferred gas was finally produced and sold.
5
6 13. DEVELOPMENT OR OPERATION OF NON-PARTICIPATING LAND OR
7 FORMATIONS. Any operator may, with the approval of the AO, at such party's sole risk, cost,
8 and expense, drill a well on the unitized land to test any formation provided the well is outside any
9 participating area established for that fonnation, unless within 90 days of receipt of notice from said
10 party of his intention to drill the well, the Unit Operator elects and commences to drill the well in a
11 like manner as other wells are drilled by the Unit Operator under this agreement.
12
13 If any well drilled under this section by a non-unit operator results in production of unitized
14 substances in paying quantities such that the land upon which it is situated may properly be included
15 in a participating area, such participating area shall be established or enlarged as provided in this
16 agreement and the well shall thereafter be operated by the Unit Operator in accordance with the
17 terms ofthis agreement and the unit operating agreement.
18
19 If any well drilled under this section by a non-unit operator obtains production in quantities
20 insufficient to justify the inclusion of the land upon which such well is situated in a participating
21 area, such well may be operated and produced by the party drilling the same, subject to the
22 conservation requirements of this agreement. The royalties in amount or value of production from
23 any such well shall be paid as specified in the underlying lease and agreements affected.
24
25 14. ROYALTY SETTLEMENT. The United States and any State and any royalty owner
26 who is entitled to take in kind a share of the substances now unitized hereunder shall hereafter be
27 entitled to the right to . take in kind its share of the unitized substances, and Unit Operator, or the
28 non-unit operator in the case of the operation of a well by a non-unit operator as herein provided for
29 in special cases, shall make deliveries of such royalty share taken in kind in conformity with the
30 applicable contracts, laws, and regulations. Settlement for royalty interest not taken in kind shall be
31 made by an operator responsible therefor under existing contracts, laws and regulations, or by the
32 Unit Operator on or before the last day of each month for unitized substances produced during the
33 preceding calendar month; provided, however, that nothing in this section shall operate to relieve
34 the responsible parties of any land from their respective lease obligations for the payment of any
35 royalties due under their leases.
36
37 If gas obtained from lands not subject to tl1Îs agreement is introduced into any participating
38 area hereunder, for use in repressuring, stimulation of production, or increasing ultimate recovery, in
39 conformity with a plan of development and operation approved by the AO, a like amount of gas,
40 after settlement as herein provided for any gas transferred from any other participating area and with
41 appropriate deduction for loss from any cause, may be withdrawn from the formation into which the
42 gas is introduced, royalty free as to dry gas, but not as to any products which may be extracted
43 therefrom; provided tllat such withdrawal shall be at such time as may be provided in the approved
44 plan of development and operation or as may otherwise be consented to by the AO as conforming to
45 good petroleum engineering practice; and provided further, that such right of withdrawal shall
46 terminate on the termination of this unit agreement.
47
48 Royalty due the United States shall be computed as provided in 30 CFR Group 200 and paid
49 in value or delivered in kind as to all unitized substances on the basis of the amounts thereof
50 allocated to Ul1Îtized Federal land as provided in Section 12 at the rates specified in the respective
51 Federal leases, or at such other rate or rates as may be authorized by law or regulation and approved
52 by the AO; provided, that for leases on which the royalty rate depends on the daily average
53 production per well, said average production shall be determined in accordance with the operating
54 regulations as though each participating area were a single consolidated lease.
55
56 15. RENTAL SETTLEMENT. Rental or minimum royalties due on leases committed
57 hereto shall be paid by the appropriate parties under existing contracts, laws, and regulations, ~~\
58 provided that nothing herein contained shall operate to relieve the responsible parties of the l~ \'~, (\
59 from their respective obligations for the payment of any rental or minimum royalty due unpeiDthelrA \{~'(~ ~
60 leases. Rental or minimum royalty for lands of the United States subject to this agJ;~IÙè¡œ s~\;~\Þ;~:~:l~!~\:--:~;...
\ ". '.) ~'. \., \' ." .'.' \. .
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0001.76
1 paid at the rate specified in the respective leases from the United States unless such rental or
2 minimum royalty is waived, suspended, or reduced by law or by approval of the Secretary or his
3 duly authorized representative.
4
5 With respect to any lease on non-Federal land containing provisions which would terminate
6 such lease unless drilling operations are commenced upon the land covered thereby within the time
7 therein specified or rentals are paid for the privilege of deferring such drilling operations, the rentals
8 required thereby shall, notwithstanding any other provision of this agreement, be deemed to accrue
9 and become payable during the ternl thereof as extended by this agreement and until the required
10 drilling operations are commenced upon the land covered thereby, or until some portion of such
11 land is included within a participating area.
12
13 16. CONSERVATION. Operations hereunder and production of unitized substances shall
14 be conducted to provide for the most economical and efficient recovery of said substances without
15 waste, as defined by or pursuant to State or Federal law or regulation.
16
17 17. DRAINAGE.
18
19 (a) The Unit Operator shall take such measures as the AO deems appropriate and adequate
20 to prevent drainage of unitized substances from unitized land by wells on land not subject to this
21 agreement, which shall include the drilling of protective wells and which may include the payment
22 of a fair and reasonable compensatory royalty, as determined by the AO.
23
24 (b) Whenever a participating area approved under Section 11 of this agreement contains
25 unleased Federal lands, the value of 12-1/2 percent of the production that would be allocated to such
26 Federal lands under Section 12 of this agreement, if such lands were leased, committed and entitled
27 to participation, shall be payable as compensatory royalties to the Federal Government. Parties to
28 this agreement holding working interests in committed leases within the applicable participating
29 area shall be responsible for such compensatory royalty payment on the volume of production
30 reallocated from the unleased Federal lands to their unitized tracts under Section 12. The value of
31 such production subject to the payment of said royalties shall be determined pursuant to 30 CFR
32 Part 206. Payment of compensatory royalties on the production reallocated from unleased Federal
33 land to the committed tracts within the participating area shall fulfill the Federal royalty obligation
34 for such production, and said production shall be subject to no further Federal royalty assessment
35 under Section 14 of this agreement. Payment of compensatory royalties as provided herein shall
36 accrue from the date the committed tracts in the participating area that includes unleased Federal
37 land receive a production allocation, and shall be due and payable monthly by the last day of the
38 calendar month next following the calendar month of actual production. If leased Federal lands
39 receiving a production allocation from the participating area become unleased, compensatory
40 royalties shall accrue from the date the Federal lands become unleased. Payment due under this
41 provision shall end when the unleased Federal tract is leased or when production of unitized
42 substances ceases within the participating area and the participating area is terminated, whichever
43 occurs first.
44
45 18. LEASES AND CONTRACTS CONFORMED AND EXTENDED. The terms,
46 conditions, and provisions of all leases, subleases, and other contracts relating to exploration,
47 drilling, development, or operation for oil or gas on lands committed to this agreement are hereby
48 expressly modified and amended to the extent necessary to make the same conform to the provisions
49 hereof, but otherwise to remain in full force and effect; and the parties hereto hereby consent that the
50 Secretary shall and by his approval hereof, or by the approval hereof by his duly authorized
51 representative, does hereby establish, alter, change, or revoke the drilling, producing, rental,
52 minimum royalty, and royalty requirements of Federal leases committed hereto and the regulations
53 in respect thereto to conform said requirements to the provisions of this agreement, and, without
54 limiting the generality of the foregoing, all leases, subleases, and contracts are particularly modified
55 in accordance with the following:
56
57 (a) The development and operation of lands subject to this agreement under the terms hereof
58 shall be deemed full perfornlance of all obligations for development and operation with respech ~~ì.
59 each and every separately owned tract subject to this agreement, regardless of whether th~~ i~1ìhý ....,¡ 'J
60 development of any particular tract of this unit area. . \\ "d i;\ ð:
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000:177
(b) Drilling and producing operations performed hereunder upon any tract of unitized lands
will be accepted and deemed to be performed upon and for the benefit of each and every tract of
unitized land, and no lease shall be deemed to expire by reason of failure to drill or produce wells
situated on the land therein embraced.
(c) Suspension of drilling or producing operations on all unitized lands pursuant to direction
or consent of the AO shall be deemed to constitute such suspension pursuant to such direction or
consent as to each and every tract of unitized land. A suspension of drilling or producing operations
limited to specified lands shall be applicable only to such lands.
(d) Each lease, sublease or contract relating to the exploration, drilling, development, or
operation for oil or gas of lands other than those of the United States committed to this agreement
which, by its terms might expire prior to the tennination of this agreement, is hereby extended
beyond any such term so provided therein so that it shall be continued in full force and effect for and
during the term of this agreement.
(e) Any Federal lease committed hereto shall continue in force beyond the term so provided
therein or by law as to the land committed so long as such lease remains subject hereto, provided
that production of unitized substances in paying quantities is established under this unit agreement
prior to the expiration date of the term of such lease, or in the event actua~ drilling operations are
commenced on unitized land, in accordance with provisions of this agreement, prior to the end of
the primary term of such lease and are being diligently prosecuted at that time, such lease shall be
extended for two years, and so long thereafter as oil or gas is produced in paying quantities in
accordance with the provisions of the Mineral Leasing Act, as amended.
(f) Each sublease or contract relating to the operation and development of unitized
substances from lands of the United States committed to this agreement, which by its terms would
expire prior to the time at which tl1e underlying lease, as extended by the immediately preceding
paragraph, will expire, is hereby extended beyond any such term so provided therein so that it shall
be continued in full force and effect for and during the term of the underlying lease as such term is
herein extended.
(g) The segregation of any Federal lease committed to this agreement is governed by the
following provision in the fourth paragraph of Sec. 17(m) of the Mineral Leasing Act, as amended
by the Act of September 2, 1960, (74 Stat. 781-784) (30 U.S.C. 226 (m)): "Any (Federal) lease
heretofore or hereafter committed to any such (unit) plan embracing lands that are in part within and
in part outside of the area covered by any such plan shall be segregated into separate leases as to the
lands committed and the lands not committed as of the effective date of unitization: Provided,
however, that any such lease as to the non-unitized portion shall continue in force and effect for the
term thereof but for not less than two years from the date of such segregation and so long thereafter
as oil or gas is produced in paying quantities. II If the public interest requirement is not satisfied, the
segregation of a lease and/or extension of a lease pursuant to 43 CFR 3107.3-2 and 43 CFR 3107.4,
respectively, shall not be effective.
19. COVENANTS RUN WITH LAND. The covenants herein shall be construed to be
covenants running with the land witl1 respect to the interests of the parties hereto and their
successors in interest until this agreement terminates, and any grant, transfer or conveyance of
interest in land or leases subject hereto shall be and hereby is conditioned upon the assumption of all
privileges and obligations hereunder by the grantee, transferee, or other successor in interest. No
assignment or transfer of any working interest royalty, or other interest subject hereto shall be
binding upon Unit Operator until the first day of the calendar month after Unit Operator is furnished
with the original, photostatic, or certified copy of the instrument of transfer.
20. EFFECTIVE DATE AND TERM. This agreement shall become effective upon
approval of the AO and shall automatically terminate five (5) years from said effective date unless:
(a) upon application by the Unit Operator such date of expiration is extended by the AO, or\ \>~ì..
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000178
(b) it is reasonably determined prior to the expiration of the fixed term or any extension
thereof that the unitized land is incapable of production of unitized substances in paying quantities
in the formations tested hereunder, and after notice of intention to tem1inate this agreement on such
ground is given by the Unit Operator tf all parties in interest at their last known addresses, this
agreement is terminated with approval 0 the AO, or
(c) a valuable discovery of unitized substances in paying quantities has been made or
accepted on unitized land during said initial term or any extension thereof, in which event this
agreement shall remain in effect for such term and so long thereafter as unitized substances can be
produced in quantities sufficient to pay for the cost of producing same from wells on unitized land
within any participating area established hereunder. Should production cease and diligent drilling or
reworking operations to restore production or new production are not in progress within 60 days and
production is not restored or should new production not be obtained in paying quantities on
committed lands within this unit area, this agreement will automatically terminate effective the last
day of the month in which the last unitized production occurred, or
(d) it is voluntarily terminated as provided in this agreement. Except as noted herein this
agreement may be terminated at any time prior to the discovery of unitized substances which can be
produced in paying quantities by not less than 75 per centum, on an acreage basis, of the working
interest owners signatory hereto, with the approval of the AO. The Unit Operator shall give notice
of any such approval to all parties hereto. If the public interest requirement is not satisfied, the
approval of this unit by the AD shall be invalid.
21. RATE OF PROSPECTING, DEVELOPMENT, AND PRODUCTION. The AO is
hereby vested with authority to alter or modify from time to time, in his discretion, the quantity and
rate of production under this agreement when such quantity and rate are not fixed pursuant to
Federal or State law, or do not conform to any Statewide voluntary conservation or allocation
program which is established, recognized, and generally adhered to by the majority of operators in
such State. The above authority is hereby limited to alteration or modifications which are in the
public interest. The public interest to be served and the purpose thereof, must be stated in the order
of alteration or modification. Without regard to the foregoing, the AO is also hereby vested with
authority to alter or modify from time to time, in his discretion, the rate of prospecting and
development and the quantity and rate of production under this agreement when such alteration or
modification is in the interest of attaining the conservation objectives stated in this agreement and is
not in violation of any applicable Federal or State law.
Powers in this section vested in the AO shall only be exercised after notice to Unit Operator
and opportunity for hearing to be held not less than 15 days from notice.
22. APPEARANCES. The Unit Operator shall, after notice to other parties affected, have
the right to appear for and on behalf of any and all interests affected hereby before the Department
of the Interior and to appeal from orders issued under the regulations of said Department, or to apply
for relief from any of said regulations, or in any proceedings relative to operations before the
Department, or any other legally constituted authority; provided, however, that any other interested
party shall also have the right at its own expense to be heard in any such proceeding.
23. NOTICES. All notices, demands, or statements required hereunder to be given or
rendered to the parties hereto shall be in writing and shall be personally delivered to the party or
parties, or sent by postpaid registered or certified mail, to the last known address of the party or
parties.
24. NO WAIVER OF CERTAIN RIGHTS. Nothing herein contained in this agreement
shall be construed as a waiver by any party hereto of the right to assert any legal or constitutional
right or defense as to the validity or invalidity of any law of the State where the unitized lands are
located, or of the United States, or regulations issued thereunder in any way affecting such party, or
as a waiver by any such party of any right beyond his or its authority to waive.
25. UNAVOIDABLE DELAY. All obligations under this agreement requiring th.m ~\
Operator to commence or continue drilling, or to operate on, or produce unitized subs~1\c~\;'troIl1;""l '::',!
any of the lands covered by tl1Îs agreement, shall be suspended while the Unit ~p~\àfbr,~~\~~i\~1~~ 'I,
\ , (, \':'> \(\"t\ \J ~ I í\(,;..
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0001.79
1 exercise of due care and diligence, is prevented from complying with such obligations, in whole or
2 in part, by strikes, acts of God, Federal, State, or municipal law or agencies, unavoidable accidents,
3 uncontrollable delays in transportation, inability to obtain necessary materials or equipment in the
4 open market, or other matters beyond the reasonable control of the Unit Operator whether similar to
5 matters herein enumerated or not.
6
7 26. NONDISCRIMINATION. In connection with the performance of work under this
8 agreement, the Unit Operator agrees to comply with all the provisions of Section 202 (1) to (7)
9 inclusive of Executive Order 11246 (30 F.R. 12319), as amended, which are hereby incorporated by
10 reference in this agreement.
11
12 27. LOSS OF TITLE. In the event title to any tract of unitized land shall fail and the true
13 owner cannot be induced to join in this unit agreement, such tract shall be automatically regarded as
14 not committed hereto, and there shall be such readjustment of future costs and benefits as may be
15 required on account of the loss of such title. In the event of a dispute as to title to any royalty,
16 working interest, or other interest subject thereto, payment or delivery on account thereof may be
17 withheld without liability for interest until the dispute is finally settled; provided, that, as to Federal
18 lands or leases, no payments of funds due the United States shall be withheld, but such funds shall
19 be deposited as directed by the AO, to be held as unearned money pending final settlement of the
20 title dispute, and then applied as earned or returned in accordance with such final settlement.
21
22 Unit Operator as such is relieved from any responsibility for any defect or failure of any title
23 hereunder.
24
25 28. NON-JOINDER AND SUBSEQUENT JOINDER. If the owner of any substantial
26 interest in a tract within the unit area fails or refuses to subscribe or consent to this agreement, the
27 owner of the working interest in that tract may withdraw the tract from this agreement by written
28 notice delivered to the proper Bureau of Land Management office and the Unit Operator prior to the
29 approval of this agreement by the AO. Any oil or gas interests inlands within the unit area not
30 committed hereto prior to final approval may thereafter be committed hereto by the owner or owners
31 thereof subscribing or consenting to this agreement, and, if the interest is a working interest, by the
32 owner of such interest also subscribing to the unit operating agreement. After operations are
33 commenced hereunder, the right of subsequent joinder, as provided in this section, by a working
34 interest owner is subject to such requirements or approval(s), if any, pertaining to such joinder, as
35 may be provided for in the unit operating agreement. After final approval hereof, joinder by a non-
36 working interest owner must be consented to in writing by the working interest owner committed
37 hereto and responsible for the payment of any benefits that may accrue hereunder in behalf of such
38 non-working interest. A non-working interest may not be committed to this unit agreement unless
39 the corresponding working interest is committed hereto. Joinder to the unit agreement by a working
40 interest owner, at any time, must be accompanied by appropriate joinder to the unit operating
41 agreement, in order for the interest to be regarded as committed to this agreement. Except as may
42 otherwise herein be provided, subsequent joinders to this agreement shall be effective as of the date
43 of the filing with the AO of duly executed counterparts of all or any papers necessary to establish
44 effective commitment of any interest and/or tract to this agreement.
45
46 29. COUNTERPARTS. This agreement may be executed in any number of counterparts,
47 no one of which needs to be executed by all parties, or may be ratified or consented to by separate
48 instrument in writing specifically referring hereto and shall be binding upon all those parties who
49 have executed such a counterpart, ratification, or consent hereto with the same force and effect as if
50 all such parties had signed the same document, and regardless of whether or not it is executed by all
51 other parties owning or claiming an interest in the lands within the above-described unit area.
52
53 30. SPECIAL SURFACE STIPULATIONS. Nothing in this agreement shall modify the
54 special Federal lease stipulations attached to the individual Federal oil and gas leases.
55
56 31. SURRENDER. Nothing in this Agreement shall prohibit the exercise by any working
57 interest owner of the light to surrender vested in such party by any lease, sublease, or operating
58 agreement as to all or any part of the lands covered thereby, provided that each party who willRl\~~ì..
59 might acquire such wo~king interest by such surrender or by forfeiture as hereafter set fg1¢h):iì~, ,;c",<~',:
60 bound by the terms of thIs Agreement. . \\ '<! , '0. ~y..:"
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If as a result of any surrender, the working interest rights as to such lands become vested in
any party other than the fee owner of the Unitized Substances, said party may forfeit such rights and
further benefits from operations hereunder as to said land to the party next in the chain of title who
shall be and become the owner of such working interest.
If as the result of any such surrender of forfeiture working interest rights become vested in
the fee owner of the Unitized Substances, such owner may:
(a) Accept those working interest rights subject to this Agreement and the Unit
Operating Agreement; or
(b) Lease the portion of such land as is included in a participating area established
hereunder subject to this Agreement and the Unit Operating Agreement; or
(c) Provide for the independent operation of any part of such land that is not then
included within a participating area established hereunder.
If the fee owner of the Unitized Substances does not accept the working interest rights
subject to this Agreement and the Unit Operating Agreement or lease such lands as above provided
within 6 months after the surrendered or forfeited, working interest rights become vested in the fee
owner; the benefits and obligations of operations accruing to such lands under this Agreement be
shared by the remaining owners of the unitized working interests in accordance with their respective
working interest ownerships, and such owners of worldng interests shall compensate the fee owner
of Unitized Substances in such lands by paying sums equal to the rentals, minimum royalties, and
royalties applicable to such lands under the lease in effect when the lands were unitized.
An appropriate accounting and settlement shall be made for all benefits accruing to or
payments and expenditures made or incurred on behalf of such surrendered or forfeited working
interests subsequent to the date of surrender of forfeiture, and payment of any moneys found to be
owing by such an accounting shall be made as between the parties within 30 days.
The exercise of any right vested in a working interest owner to reassign such working
interest to the party from whom obtained shall be subject to the same conditions as set forth in this
section in regard to the exercise of a right to surrender.
32. TAXES. The working interest owners shall render and pay for their account and the
account of the royalty owners all valid taxes on or measured by the Unitized Substances in and
under or that may be produced, gathered and sold from the land covered by tIns Agreement after its
effective date, or upon the proceeds derived therefrom. The worldng interest owners on each tract
shall and may charge tIle proper proportion of said taxes to royalty owners having interests in said
tract, and may currently retain and deduct a sufficient amount of the Unitized Substances or
derivative products, or net proceeds thereof, from the allocated share of each royalty owner to secure
reimbursement for the taxes so paid. No such taxes shall be charged to the United States or the
State of Wyoming or to any lessor who has a contract with his lessee which requires the lessee to
pay such taxes.
33. NO PARTNERSHIP. It is expressly agreed that the relation of the parties hereto is that
of independent contractors and nothing contained in this Agreement, expressed or implied, nor any
operations conducted hereunder, shall create or be deemed to have created a partnership or
association between the parties hereto or any of them.
34. STATE LAND PROVISIONS. Certain of the unitized land is trust land of the State
of Wyoming, and in connection with the approval of this Agreement by the Board of Land
Commissioners of said State pursuant to W.S. 36-6-101, it is agreed that there shall be filed with the
Commissioner of Public Lands of said State:
(a) Two copies of the complete unit agreement and two copies of any revised Exhibi~ \)~\
"A" and "B" concurrently with the filing thereof with the AO, pursuant to Section 2 hereof. '2\\ "J'Y' ,ç''¿~'')
,...I ,"' 'J;)
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(b) Two copies of any notice of the proposed expansion or contraction of the unit area
required to be delivered to the AO pursuant to Section 2(b) hereof
(c) Two copies of any unit operating agreement executed pursuant to Section 7 hereof.
(d) Two copies of any schedule of proposed participating area submitted for approval
under Section 11, concurrently with its submission to the AO. The Commissioner, or his authorized
representative, shall have a period of fifteen days from receipt of said schedule within which to file
with the AO any objection thereto, together with any recommendation of revision thereof. If such
objection or recommendation is not concurred in by Unit Operator and the AO prior to submission
of the schedule to the AO for final approval, the AO shall approve or disapprove the schedule after
giving due consideration to the objections and recommendations filed by the Commissioner or his
representative.
( e) Two copies of any proposed plan of development or modification thereof, which is
filed with the AO under Section 10 hereof.
(f)
hereof.
Two copies of all instruments of subsequent joinder executed under Section 28
It is further agreed that:
(1) All valid, pertinent and reasonable regulations hereafter issued governing drilling and
producing operations on non-federal lands which are not inconsistent with the tenns hereof or with
the laws ofthe State of Wyoming are hereby accepted and made a part of this agreement.
(2) Nothing in this agreement contained shall relieve lessees of the lands of the State of
Wyoming from their obligations to pay rental and royalties with respect to unitized substances
allocated to such lands hereunder, at the rate specified in their respective leases.
(3) In the event that a title dispute arises as to State lands or leases, no payment of funds
due the State of Wyoming shall be withheld, but such funds shall be deposited as directed by the
Director of the Office of State Lands and Investments to be held as unearned money pending fmal
settlement of the title dispute, and then applied as earned or returned in accordance with such final
settlement.
(4) The parties to this Agreement recognize that the fonn of unit agreement utilized
herein is published in Code of Federal Regulations, Title 43, Subpart 3186. However,
notwithstanding anything contained herein to the contrary, the parties to tIns Agreement agree that
the following language will modify the corresponding Sections, or parts thereof:
Insert the following as Section 1:
1. ENABLING ACT AND REGULATIONS. The Mineral Leasing Act of February 25,
1920, as amended, supra, and all valid pertinent regulations including operating and unit plan
regulations and State of WvominJ! leases and rules and reJ!ulations, heretofore issued thereunder
or valid, pertinent and reasonable regulations hereafter issued thereunder are accepted and made a
part of this agreement as to Federal and State of WvominJ! lands, provided such regulations are not
inconsistent with the tern1S of this agreement; and as to non-Federal lands, the oil and gas operating
regulations in effect as of the effective date hereof governing drilling and producing operations, not
inconsistent with the tenns hereof or the laws of the State in which the non-Federal land is located,
are hereby accepted and made a part of this agreement.
Insert the following as the third paragraph to Section 11:
In the absence of agreement at any time between the Unit Operator and the AO as to the
proper definition or redefinition of a participating area, or until a participating area has, or areas "-
have, been established, the portion of all payments affected thereby shall, except royalty due ~ \~~
United States and the State of Wvomi1zJ!, be impounded in a manner mutually acceptable W\tHé ;c";(J
owners of committed working interests. Royalties due the United States and the State ~f*vo~~n~~~\~ ,"
\ \) \-{\;>\\'\¡~;;, :,C\":~,
, ~\) v ...:,~) '~,~~~:I~~~,,~')\'
13 ;,," ).,> ,..,.\J...- ^' \\.~'
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\S~C\ .\¡.-.
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000182
shall be determined by the AO and State and the amount thereof shall be deposited, as directed by
the AO and State, until a participating area is finally approved and then adjusted in accordance with
a determination of the sum due as Federal or State royalty on the basis of such approved
participating area.
Insert the following as Section 12:
12. ALLOCATION OF PRODUCTION. All unitized substances produced from a
participating area established under tl1Îs agreement, except any part thereofused in conformity with
good operating practices within the unitized area for drilling, operating and other production or
development purposes, for repressuring or recycling in accordance with a plan of development and
operations that has been approved by the AO, or unavoidably lost, shall be deemed to be produced
equally on an acreage basis from the several tracts of unitized land and unleased Federal or State
land, if any, included in the participating area established for such production. Each such tract shall
have allocated to it such percentage of said production as the number of acres of such tract included
in said participating area bears to the total acres of unitized land and unleased Federal or State land,
if any, included in said participating area. There shall be allocated to the working interest owner(s)
of each tract of unitized land in said participating area, in addition, such percentage of the
production attributable to the unleased Federal and State land within the participating area as the
number of acres of such unitized tract included in said participating area bears to the total acres of
unitized land in said participating area, for the payment of the compensatory royalty specified in
Section 17 of this agreement. Allocation of production hereunder for purposes other than for
settlement of the royalty, overriding royalty, or payment out of production obligations of the
respective working interest owners, including compensatory royalty obligations under Section 17,
shall be prescribed as set forth in the unit operating agreement or as otherwise mutually agreed by
the affected parties. It is hereby agreed that production of unitized substances from a participating
area shall be allocated as provided herein, regardless of whether any wells are drilled on any
particular part or tract of the participating area. If any gas produced from one participating area is
used for repressuring or recycling purposes in another paIiicipating area, the first gas withdrawn
from the latter participating area for sale during the life of this agreement, shall be considered to be
the gas so transferred, until an anl0unt equal to that transferred shall be so produced for sale and
such gas shall be allocated to the participating area from which initially produced as such area was
defined at the time that such transferred gas was finally produced and sold.
Insert the following as the second sentence to Section 15:
Rental or minimum royalty for lands of the United States or State of WvominJ! subject to this
agreement shall be paid at the rate specified in the respective leases from the United States or State
unless such rental or minimum royalty is waived, suspended, or reduced by law or by approval of
the Secretary or his duly authorized representative.
Insert the following as Section 17(b):
(b) Whenever a participating area approved under Section 11 of this agreement contains
unleased Federal or State lands, the value of 12-1/2 percent of the production that would be
allocated to such Federal lands under Section 12 of this agreement, if such lands were leased,
committed and entitled to participation and the appropriate State of WvominJ! rovaltv rate, shall be
payable as compensatory royalties to the Federal and State Government:!. Parties to this agreement
holding working interests in committed leases within the applicable participating area shall be
responsible for such compensatory royalty payment on the volume of production reallocated from
the unleased Federal and State lands to their unitized tracts under Section 12. The value of such
production subject to the payment of said royalties shall be determined pursuant to 30 CFR Part 206
and the terms of the State of WvominJ! leases, rules and reJ!ulations. Payment of compensatory
royalties on the production reallocated from unleased Federal and State land to the committed tracts
witl1În the participating area shall fulfill the Federal and State royalty obligation for such
production, and said production shall be subject to no further Federal royalty assessment under
Section 14 of tl1Îs agreement. Payment of compensatory royalties as provided herein shall accrue t$'.1
from the date the committed tracts in the participating area that includes unleased Federal a;:Jhfte\})V .
land receive a production allocation, and shall be due and payable monthly by the last,<îa fTh~()",:;;'f}
calendar month next following the calendar month of actual production. If leased\ teð,'~r~l ~[(ft~~~\~\,t~,
, .\\\ "\-)~j 'I ,A ".1~t;"·
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0001.83
lands receiving a production allocation from the participating area become unleased, compensatory
royalties shall accrue from the date the Federal or State lands become unleased. Payment due under
this provision shall end when the unleased Federal or State tract is leased or when production of
unitized substances ceases within the participating area and the participating area is terminated,
whichever occurs first.
Each party to this agreement, holding any lease or leases oflands from the State of Wyoming
subject to this agreement, or holding any interest in or under such lease or leases or in the
production from the lands covered thereby, agrees that said Board of Land Commissioners may, and
by its approval hereof, does hereby alter, change modify or revoke the drilling, and producing of
such lease or leases, and the regulations in respect thereto, to confonn the provisions of said lease or
leases to the provisions of this agreement. Such parties and said Board further agree that, except as
otherwise expressly provided in this agreement, no such lease shall be deemed to tenninate or expire
so long as it shall remain committed hereto. Notwithstanding anything to the contrary in Section 18
hereof contained should any of the public lands of the State of Wyoming outside of a participating
area established hereunder cease to be committed to this agreement, such lands shall thereafter be
free from the effect of this agreement unless and until such lands are expressly recommitted to this
agreement pursuant to Section 28 hereof, with the approval of the Board of Land Commissioners.
***The balance of this page is left blank intentionally***
15
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7 FORTUNA (US) L.P.
8 By its General Partner, FUSI GP Inc.
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15 By
16 Bob Quarter,
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27 GOUNTYOF ¿'A...J~A
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32 of FORTUNA (US) L.P.
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38 My Commission Expires:
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000184
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed
and have set opposite their respective names the date of execution.
UNIT OPERATOR AND WORKING INTEREST OWNER
----
,/ .I
/ /~¡// '-:{\
By '-/' . )vt
Scott Sobie, Senior Manager, Land
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tn~ger,Exploration
Address: Suite 3400, 888 - 3rd Street SW
Calgary, AB, Canada
T2P 5C5
Date of Execution
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The foregoing instrument was acknowledged before me by Qory-- J?ß....,r and
/303 c?UR'R~() as Pk'.ro,.e /ÍqwA7-.éA'.. ¿",,;-õ and IfAAi~d, hP¿Ð;Ut7ji!W respectively
This ~
day of :Þ~j)"'Æ , 2007.
WITNESS my hand and official seal.
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UNIT OPERATOR SIGNATURE PAGE FOR THE
BLACK BEAR CANYON UNIT AGREEMENT
LINCOLN COUNTY, WYOMING
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RONI N. HAUGEN ,,' ~ ..~.,'
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RA TIFICA TION AND JOINDER OF UNIT AGREEMENT
0001.85
In consideration of the execution of the Unit Agreement for the Development and Operation of the Black Bear
Canyon Unit Area, County of Lincoln, State of Wyoming, dated November 7, 2007, in form approved on behalf of the
Secretary of the Interior, the undersigned (whether one or more) hereby expressly joins said Unit Agreement and ratifies,
approves, adopts and confirms said Unit Agreement as fully as though the undersigned had executed the original instrument.
This Ratification and Joinder shall be effective as to the undersigned's interests in any lands and leases, or interests
therein, and royalties presently held or which may arise under existing option agreements or other interests in unitized
substances, covering the lands within the Unit Area in which the undersigned may be found to have an oil or gas interest.
This Ratification and Joinder of Unit Agreement, shall be binding upon the undersigned, his, her or its heirs,
devisees, executors, assigns or successors in interest.
EXECUTED this ~ day of vUiJY'.//I1·''¡'' , 2007.
\
Address:
fififi 1 ih Street
Suite 2505
Denver. CO 80202
INDIVIDUAL ACKNOWLEDGMENT
STATE OF
COUNTY OF
)
) ss.
)
The foregoing instrument was acknowledged before me by
This
day of
,2007.
WITNESS my hand and official seal.
My Commission Expires:
Notary Public
CORPORATE ACKNOWLEDGMENT
STATE OF ~. )
í) ) ss.
COUNTY OF J~ )
The furegoing instrument was acknowledged before me by ¡J ~ J.. I{~~ ,
as ~~Vt'~{Jµ'M-of ~ ~&y~íUL
ThiS~daYOf-W~...2007.
('.
WITNESS my hand and official seal.
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My Commission Expires:
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ACREAGE PERCENTAGE
FEDEF.!Al..LANDS , ,9,06,1,87 80.75%
STATE LANDS 1,159,97 10,34%
PATENTED LANDS 999,93 8,91%
TOTALS 11,221,77 100,00%
CD TRACT NUMBER
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EXHIBIT "A"
BLACK BEAR CANYON UNIT AREA
LINCOLN COUNTY, WYOMING
FORTUNA (US) LP.
CALGARY, ALBERTA CANADA
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ã5
RA TIFICA TION AND JOINDER OF UNIT AGREEMENT
0001.95
In consideration of the execution of the Unit Agreement for the Development and Operation of the Black Bear
Canyon Unit Area, County of Lincoln, State of Wyoming, dated November 7, 2007, in fonn approved on behalf of the
Secretary of the Interior, the undersigned (whether one or more) hereby expressly joins said Unit Agreement and ratifies,
approves, adopts and confinns said Unit Agreement as fully as though the undersigned had executed the original instrument.
This Ratification and Joinder shall be effective as to the undersigned's interests in any lands and leases, or interests
therein, and royalties presently held or which may arise under existing option agreements or other interests in unitized
substances, covering the lands within the Unit Area in which the undersigned may be found to have an oil or gas interest.
This Ratification and Joinder of Unit Agreement, shall be binding upon the undersigned, his, her or its heirs,
devisees, executors, assigns or successors in interest.
ÚI..
EXECUTED this ~ day of N8\f"'CA'\-~ 2007.
.--
Address:
555 1 ih Street
Suite 2400
Denver, CO 80202
INDIVIDUAL ACKNOWLEDGMENT
STATE OF
)
) ss.
)
COUNTY OF
The foregoing instrument was acknowledged before me by
This
day of
,2007.
WITNESS my hand and official seal.
My Commission Expires:
Notary Public
CORPORATE ACKNOWLEDGMENT
STATE OF ~ )
1'ì..~. 10 A . _ ) ss.
COUNTY OF ~ )
The foregoing instrument was a knowledged before me by ~J-i t(~~ ,
as ' iv Jw- of ~~~~1rff1¿
dayof~OQ7.
WITNESS my hand and official seal.
. 'I"
My Commission Expires:
", ,-'". ~' - .... ,"
~H~::'O<
, . ~ . ,....
: :....
/é/:
".,.- (.
rl l ~t(-
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" ;' ~;>,,·i=~~~25:\_:;__~~.._~_~_
--------..._..._~.
RATIFICATION AND JOINDER OF UNIT AGREEMENT
000196
In consideration of the execution of the Unit Agreement for the Development and Operation of the Black Bear
Canyon Unit Area, County of Lincoln, State of Wyoming, dated November 7, 2007, in form approved on behalf of the
Secretary of the Interior, the undersigned (whether one or more) hereby expressly joins said Unit Agreement and ratifies,
approves, adopts and confirms said Unit Agreement as fully as though the undersigned had executed the original instrument.
This Ratification and Joinder shall be effective as to the undersigned's interests in any lands and leases, or interests
therein, and royalties presently held or which may arise under existing option agreements or other interests in unitized
substances, covering the lands within the Unit Area in which the undersigned may be found to have an oil or gas interest.
This Ratification and Joinder of Unit Agreement, shall be binding upon the undersigned, his, her or its heirs,
devisees, executors, assigns or successors in interest.
EXECUTED this ~ day of A.Jd II~ 6-t-t, 2007.
""-,.
c~
--
Address:
!'i!'i!'i 17'h Street
Suite 2400
Denver. CO 80202
INDIVIDUAL ACKNOWLEDGMENT
STATE OF
COUNTY OF
)
) ss.
)
The foregoing instrument was acknowledged before me by
This
day of
,2007.
WITNESS my hand and official seaL
My Commission Expires:
Notary Public
STATE OF ~~
COUNTY OF ~
CORPORATEACKNO~EDGMENT
)
) ss.
)
~/l/ J: I{~ ,
(}.t-..~ ~7.
The forego~g instrument v:as ac~owle,dged before me by
as ~ V'æ--~kf- of
This ~ day 0'(1{,qÿ~2007.
My Commission Expires:
~
""..
'\ .. . ~'. I ~'~."., .
--'..
"f4",,:, 'Or.) .. .
~. ¡
: 1'':')
/ ~~:~ t
WITNESS my hand and official seal.
~( ~lL
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'..
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.\\~,_^.~ff" '\....
)J J ; \ ~ ¡..<". \'1"'
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.'.:_~ - -j ~ ....:, : ';....., '. . . ~ ~ .
.' ~,._ \ ,.1 .".",.. ,'I
2
/.
RA TIFICA TION AND JOINDER OF UNIT AGREEMENT
0001.97
In consideration of the execution of the Unit Agreement for the Development and Operation of the Blacl{ Bear
Canyon Unit Area, County of Lincoln, State of Wyoming, dated November 7, 2007, in fonn approved on behalf of the
Secretary of the Interior, the undersigned (whether one or more) hereby expressly joins said Unit Agreement and ratifies,
approves, adopts and confinns said Unit Agreement as fully as though the undersigned had executed the original instrument.
This Ratification and Joinder shall be effective as to the undersigned's interests in any lands and leases, or interests
therein, and royalties presently held or which may arise under existing option agreements or other interests in unitized
substances, covering the lands within the Unit Area in which the undersigned may be fOlmd to have an oil or gas interest.
This Ratification and Joinder of Unit Agreement, shall be binding upon the undersigned, his, her or its heirs,
devisees, executors, assigns or successors in interest.
EXECUTED this Jt T.!i day of j\1"l/bnM'iL , 2007.
J41.!T~
Address:
Todd and Pamela Kalstrom
6732 W. Princeton Place
Denver) CO 80235
1...._._..____....__....._.________._____.__._ .__...._.______..__
STATE OF tL.P¡fI\Pt:7
INDIVIDUAL ACKNOWLEDGMENT
)
) ss.'
COUNTY OF _þ£,.¡~~ )
The foregoing instrument was acknowledged before me by -¡ODD
This I (, rd day of ~~I/$,n Hid.. , 2007.
~LS(f?".-v¡
..
WITNESS my hand and official seal.
DAN I ELLE LEAL
NOTARY PUBLIC
STATE OF COLORADO
.
My Commission Expires:
~~com~4125/2010
Notary Public
'-HJ,d"2> / dOlO
CORPORATE ACKNOWLEDGMENT
STATE OF
)
) ss.
)
COUNTY OF
The foregoing instrument was acknowledged before me by
as
of
!his _ day of
,2007.
WITNESS my hand and official seal.
My Commission Expires:
Notary Public
(r-: _..
_.,-~ \':'1
, 1"', ¡. c \ >~:;. \
r.,', ,:./ t, \. ..i";" "~, ...
l _:
3
RATIFICATION AND JOINDER OF UNIT AGREEMENT
000198
In consideration of the execution of the Unit Agreement for the Development and Operation of the Black Bear
Canyon Unit Area, County of Lincoln, State of Wyoming, dated November 7, -2007, in form approved on behalf oIthe
Secretary of the Interior, the undersigned (whether one or more) hereby expressly joins said Unit Agreement and ratifies,
approves, adopts and confirms said Unit Agreement as fully as though the undersigned had executed the original instrument. '
This Ratification and Joinder shall be effective as to the undersigned's interests in any lands and leases, or interests
therein, and royalties presently held or which may arise under existing option agreements or other interests in unitized
substances, covering the lands within the Unit Area in which the undersigned may be found to have an oil or gas interest.
This Ratification and Joinder of Unit Agreement, shall be binding upon the undersigned, his, her or its heirs,
devisees, executors, assigns or successors in interest.
EXECUTED this }-'iìk.... day of ~o",e.~A- af/ , 2007.
~
r7 .¡Jßlžr~ ~
Address: Ull W/..L.Rè-D6-f eL-
f A,I-.,a:. J2- f Co ~J ¥(
INDIVIDUAL ACKNOWLEDGMENT
STATE OF r!A.Jl,d..r;J
COUNTY OF ~V-tÆ/
)
) ss.
)
¡)d e. 1{0~
The foregoing instrume~t was acknowledged before me by
Thisðf)(L,- day of VJW~ 2007.
\4'1,_
'{'\
WITNESS my hand and official seal.
- ~ ~ ~ , .
, ('~">~"';
. ,...
.. ." "'"
C(j1A\L ,
ðOCL
r
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. .~ ' ~. ( " ;.
ot ublic . '.. . .,' ...' /~..'- .:/'
,......... C ..-'
,~.\ ,','.':¡:, :~> ,..."
My Commission Expires:
CORPORATE ACKNOWLEDGMENT
COUNTY OF
)
) ss.
)
STATE OF
Theforegoing instrument was acknowledged before me by
as
of
This _ d¡¡y of
,2007.
WITNESS my hand and official seal.
My Commission Expires:
Notary Public
Cí(:: -'."
..,.... "'..:/
.~". \~n
C" "', '" _, ,...·.1··
,} \ ..} ,,-..--
> ~\f·:-lS'~ ~
t-(
" ~.~, ,~::~- y-'
RA TIFICA nON AND JOINDER OF UNIT AGREEMENT
0001.99
In consideration of the execution of the Unit Agreement for the Development and Operation of the Black Bear
Canyon Unit Area, County of Lincoln, State of Wyoming, dated November 7, 2007, in form approved on behalf of the
Secretary of the Interior, the undersigned (whether one or more) hereby expressly joins said Unit Agreement and ratifies,
approves, adopts and confinns said Unit Agreement as fully as though the undersigned had executed the original instrument.
This Ratification and Joinder shall be effective as to the undersigned's interests in any lands and leases, or interests
therein, and royalties presently held or which may arise under existing option agreements or other interests in unitized
substances, covering the lands within the Unit Area in which the undersigned may be found to have an oil or gas interest.
This Ratification and Joinder of Unit Agreement, shall be binding upon the undersigned, his, her or its heirs,
devisees, executors, assigns or successors in rterest.
EXECUTED thiS~ day of NffI}~2007.
Address:
~~~
UK ~L,~ OGe~ 4! (
_p A-A..~) CO f{'OL7t.(
STATE OF
COUNTY OF Ð~
INDIVIDUAL ACKNOWLEDGMENT
~
)
) ss.
)
The foregoing instrume~t¡was acknowledged before me by
ThiS~ day of NW~07.
[J¿u.v~ 1(1~.
WITNESS my hand and official seal.
My Commission Expires:
',", .....>..
" ,.' ~ .,
i:., -._' ,.~,. . ,':. ,
f!$:I<~~D<-f;;:/:i' ..}]-
. '. ,··:~·:,~:"'í..:..<~:'>';'
~
CORPORATE ACKNOWLEDGMENT
STATE OF
COUNTY OF
)
) ss.
)
Theforegoing instrument was acknowledged before me by
as
of
This _ day of
,2007.
WITNESS my hand and official seal.
My Commission Expires:
Notary Public
4
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RATIFICATION AND JOINDER OF UNIT AGREEMENT
000200
In consideration of the execution of the Unit Agreement for the Development and Operation of the Black Bear
Canyon Unit Area, County of Lincoln, State of Wyoming, dated November 7, 2007, in fonn approved on behalf of the
Secretary of the Interior, the undersigned (whether one or more) hereby expressly joins said Unit Agreement and ratifies,
approves, adopts and confinns said Unit Agreement as fully as though the undersigned had executed the original instrument.
This Ratification and Joinder shall be effective as to the undersigned's interests in any lands and leases, or interests
therein, and royalties presently held or which may arise under existing option agreements or other interests in unitized
substances, covering the lands within the Unit Area in which the undersigned may be found to have an oil or gas interest.
This Ratification and Joinder of Unit Agreement, shall be binding upon the undersigned, his, her or its heirs,
devisees, executors, assigns or successors in interest.
EXECUTED this ---12- day of 11i-~~2007.
,r'l 7 'v
> (~ r.<.. l.---4
Address:
(¿SOl) u) ø LYlS ¡;¿" Aw :/II r
'~t.~ {b gO:l3S-
/, / /.'
STATE OF ( tic-leI. d'(:
COUNTY OF /)J//!. -t(f"--
INDIVIDUAL ACKNOWLEDGMENT
)
) ss.
)
iJ ( (/
K, -¡¡:n l){ /'
The foregoing instrument was ackpowledged before me by
, !
Thl·S j' "7):tlLa f ¡j i, .'. J" /, ' ~- 2007
ay 0 ,v,':' \, " ,. ( ~I--~ (", .
WITNESS my hand and official seal.
My Commission Expires:
II II ì?/Î[(19
I I .
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C //!:A~Jtd) 111.\ I' l1¡tf':-rU-/./
/ Notary Public '..J
My Commission Expires Nov 18,2009
CORPORATE ACKNOWLEDGMENT
STATE OF
COUNTY OF
)
) ss.
)
The foregoing instrument was acknowledged before me by
as
of
This _ day of
,2007.
WITNESS my hand and official seal.
My Commission Expires:
Notary Public
I~":~} 7\ \~;~
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RATIFICATION AND JOINDER OF UNIT AGREEMENT
000201.
In consideration of the execution of the Unit Agreement for the Development and Operation of the Black Bear
Canyon Unit Area, County of Lincoln, State of Wyoming, dated November 7, 2007, in form approved on behalf of the
Secretary of the Interior, the undersigned (whether one or more) hereby expressly joins said Unit Agreement and ratifies,
approves, adopts and confirms said Unit Agreement as fully as though the undersigned had executed the original instrument.
This Ratification and Joinder shall be effective as to the undersigned's interests in any lands and leases, or interests
therein, and royalties presently held or which may arise under existing option agreements or other interests in unitized
substances, covering the lands within the Unit Area in which the undersigned may be found to have an oil or gas interest.
This Ratification and Joinder of Unit Agreement, shall be binding upon the undersigned, his, her or its heirs,
devisees, executors, assigns or successors in interest.
EXECUTED this ~ day of~07,
~k /{. ?:-ki
Address: h5lm f1J, J!AAs{k¡d I{e¡
~LJJLr ({) ~ð~ 3)
"
STATE OF (I ò IUl/:l ("~": )
'1 ) ss.
COUNTY OF /. (/11,\.-(1/' )
)-1 . I
The foregoing instrument was acknowledged before me by I'! (UJ ~"-( ( I k
This / '~I t l day of /i' :r ¡" -{ß/ (~-{ //' , 2007.
INDIVIDUAL ACKNOWLEDGMENT
/[,
/;:
_' I II
( ,.. it! he: F
My Commission Expires:
è ¡
i/ / / ð"¡ :J ('('7
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l__ " ] / l~J---1t:r) !Îl (~~1/l ,:¡ -L./lCj/--
Notary PublIc '
My Commission Expires Nov 18,2009
CORPORATE ACKNOWLEDGMENT
STATE OF
COUNTY OF
)
) ss.
)
The foregoing instrument was acknowledged before me by
as
of
This _ day of
,2007.
WITNESS my hand and official seal.
My Commission Expires:
Notary Public
5
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"
RATIFICATION AND JOINDER OF UNIT AGREEMENT
000202
In consideration of the execution of the Unit Agreement for the Development and Operation of the Black Bear
Canyon Unit Area, County of Lincoln, State of Wyoming, dated November 7, 2007, in form approved on behalf of the
Secretary of the Interior, the undersigned (whether one or more) hereby expressly joins said Unit Agreement and ratifies,
approves, adopts and confinns said Unit Agreement as fully as though the undersigned had executed the original instrument.
This Ratification and Joinder shall be effective as to the undersigned's interests in any lands and leases, or interests
therein, and royalties presently held or which may arise under existing option agreements or other interests in unitized
substances, covering the lands within the Unit Area in which the undersigned may be found to have an oil or gas interest.
This Ratification and Joinder of Unit Agreement, shall be binding upon the undersigned, his, her or its heirs,
devisees, executors, assigns or successors in interest.
7y( ~_ ¡J
EXECUTED this ----== day of \~ ,2007.
~
.d /
Address: 2-(l(JO s. C'(1.i~k.<;o" St-.
~ ewo.)(L (0 Øil~
INDIVIDUAL ACKNOWLEDGMENT
STATE OF ~nbV()..I\.C)
COUNTY OF \~(ìJt-Ý
)
) ss.
)
The foregoing instrument was acknowledged before me by \)\\ Jì () ?J\ ÝC\
This I~ day of \}.l' ?".h\-:)\'""V, 2007.
My Commission Expires:
I () luLl 'l..ü l ()
¢,,~,-~~~~ ,,,"-
" N~ PublIc
STATE OF
COUNTY OF
)
) ss.
)
The, foregoing instrument was acknowledged before me by
as
of
This _ day of
,2007.
WITNESS my hand and official seal.
My Commission Expires:
Notary Public
o
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I
RA TIFICA TION AND JOINDER OF UNIT AGREEMENT
000203
In consideration of the execution of the Unit Agreement for the Development and Operation of the Black Bear
Canyon Unit Area, County of Lincoln, State of Wyoming, dated November 7, 2007, in form approved on behalf of the
Secretary of the Interior, the undersigned (whether one or more) hereby expressly joins said Unit Agreement and ratifies,
approves, adopts and confirms said Unit Agreement as fully as though the undersigned had executed the original instrwnent.
This Ratification and Joinder shall be effective as to the undersigned's interests in any lands and leases, or interests
therein, and royalties presently held or which may arise under existing option agreements or other interests in unitized
substances, covering the lands within the Unit Area in which the undersigned may be found to have an oil or gas interest.
This Ratification and Joinder of Unit Agreement, shall be binding upon the undersigned, his, her or its heirs,
devisees, executors, assigns or successors in interest.
crt .
EXECUTED this 'zP - day of ~c2f; 2007.
Address:
INDIVIDUAL ACKNOWLEDGMENT
STATE OF
)
) ss.
)
COUNTY OF
The foregoing instrwnent was acknowledged before me by
This
day of
,2007.
WITNESS my hand and official seal.
My Commission Expires:
Notary Public
STATE OF u-v-al·\...
COUNTY OF ~IJ-~
Thefor:going instru~ent was acknowledged before me by Lo-\\ 'i'~ 2~ " I ( ,-~),U-$
as 4~ ~+1'A-r of ':H~ Jýfc~J. (I-r'7
This15~daYOf ~~~~2007.
CORPORATE ACKNOWLEDGMENT
)
) ss.
)
WITNESS my hand and official seal.
My Commission Expires:
${ )ð II
----------~-..,
I Notary Public I
AMY MORGAN
I 1809 E. 9620 S I
I Sandy, UT 84092
My Commission Explros I
I . August 8, 2011 I
L _ _ _ _ _ "!~~!:'y~H__
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RATIFICATION AND JOINDER OF UNIT AGREEMENT
000204
In consideration of the execution of the Unit Agreement for the Development and Operation of the Black Bear
Canyon Unit Area, County of Lincoln, State of Wyoming, dated November 7, 2007, in fonn approved on behalf of the
Secretary of the Interior, the undersigned (whether one or more) hereby expressly joins said Unit Agreement and ratifies,
approves, adopts and confinns said Unit Agreement as fully as though the undersigned had executed the original instrument.
This Ratification and Joinder shall be effective as to the undersigned's interests in any lands and leases, or interests
therein, and royalties presently held or which may arise under existing option agreements or other interests in unitized
substances, covering the lands within the Unit Area in which the undersigned may be found to have an oil or gas interest.
Fortuna (US) L.P. and Ansbro Petroleum Company, LLC, Lessee of Record and Working Interest Owner of the
Oil and Gas Leases attached hereto and which are tabulated under the Tracts referenced below, hereby commits the basic
royalty created under the tenns of said leases in favor of the Lessors to the Black Bear Canyon Unit Agreement, pursuant to
the tenus and provisions of said Oil and Gas leases.
This Ratification and Joinder of Unit Agreement, shall be binding upon the undersigned, his, her or its heirs,
devisees, executors, assigns or successors in interest.
EXECUTED this j ~-th.day Of~, 2007.
FORT~
Scott Sobie, Senior Mana er, Land
Tracts: 15 and 16
Address: Suite 3400, 888 - 3rt! St. S.W.
Calgary, Alberta, Canada
T2P 5C5
ANSBRO PETROLEUM COMPANY, LLC
Tracts: 15 and 16
Address: Suite 2505,555 Seventheenth Street
Denver CO, USA
80202
CIS
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PROVINCE OF ALBER~ A)
COUNTRY OF CAN4A )
ô0020S
) ss.
The foregoing instrument was acknowledged before me by SCOTT SOBlE as Senior Manager, Land, and
ROSS DEUTSCHER as, Team Lead Exploration, both of FORTUNA (US) L.P.
This ~ day of ~Rk\ol'.£, 2007.
i¡;~l=; Æ ~ ~ï¡J¡
C1v.e-~
Notary Public
C\ _>1 \
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ÆJ1-~' j "'\; \
DEAN W. ~6cLÚèKJ~~ ~~
BARRISTER & SOLIOltOR
WITNESS my hand and official seal.
.I...., ~.
STATE OF
COUNTY OF
)
) ss.
)
The foregoing instrument was acknowledged before me by
as
of
This _ day of
,2007.
WITNESS my hand and official seal.
My Commission Expires:
Notary Public
8
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RATIFICATION AND JOINDER OF UNIT AGREEMENT
000206
In consideration of the execution of the Unit Agreement for the Development and Operation of the Black Bear
Canyon Unit Area, County of Lincoln, State of Wyoming, dated November 7, 2007, in form approved on behalf of the
Secretary of the Interior, the undersigned (whether one or more) hereby expressly joins said Unit Agreement and ratifies,
approves, adopts and confinns said Unit Agreement as fully as though the undersigned had executed the original instrument.
This Ratification and Joinder shall be effective as to the undersigned's interests in any lands and leases, or interests
therein, and royalties presently held or which may arise under existing option agreements or other interests in unitized
substances, covering the lands within the Unit Area in which the undersigned may be found to have an oil or gas interest.
Fortuna (US) L.P. and Ansbro Petroleum Company, LLC, Lessee of Record and Working Interest Owner of the
Oil and Gas Leases attached hereto and which are tabulated under the Tracts referenced below, hereby commits the basic
royalty created under the terms of said leases in favor of the Lessors to the Black Bear Canyon Unit Agreement, pursuant to
the terms and provisions of said Oil and Gas leases.
This Ratification and Joinder of Unit Agreement, shall be binding upon the undersigned, his, her or its heirs,
devisees, executors, assigns or successors in interest.
EXECUTED this ~day of ~(~ 2007.
FORTUNA (US) L.P.
Scott Sobie, Senior Manager, Land
Ross Deutscher, Team Lead Exploration
Tracts: 15 and 16
Address: Suite 3400, 888 - 3rd St. S.W.
Calgary, Alberta, Canada
T2P 5C5
fJ ~; ì ~flUl/f- V«;¿ {ffflda-t
Tracts: 15 and 16
Address: Suite 2505, 555 Seventheenth Street
Denver CO, USA
80202
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PROVINCE OF ALBERTA)
) ss.
000207
COUNTRY OF CANADA)
The foregoing instrument was acknowledged before me by SCOTT SOBlE as Senior Manager, Land, and
ROSS DEUTSCHER as, Team Lead Exploration, both of FORTUNA (US) L.P,
This _ day of
,2007.
WITNESS my hand and official seal.
My Commission Expires:
Notary Public
STATE OF ~ )
n ) ss.
COUNTY OF t/~ )
The foregoing instrument was acknowledged before me by ~~ K~
as ~~ìev (lJaw
Of~&~~LiÞ.
This ~ day of ~, 2007.
WITNESS my hand and official seal.
My Commission Expires:
~":. ~.
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AO:"'-13
-O:OlA Han~ n & Strah
nc.
30- 632 2494
P.13
Prad..vers' 38
Rocky Mounlain 1989
(Paid.Up Rev, 1996)
fianson & Slrahn, Inc, 2000
PAID-UP
OIL AND GAS LEASE
coeX20a
THIS AGREEMENT, made and entered Into this 5'" , day 01 April , 2001 ,by and belween
John Ronald Thompson, Individually. and as Partner of Thompson Land and Livestock Com pan v, a Wvomina Partnership. and John Ronald
Thompson. as Allornev-In-Fact for Lillian Thompson Case, Norene Thompson, also known Norene M, Thompson and Norene Murdock Thompson,
Stanlev Gene Thompson. Jr.. William T. Thompson, Don Mark Thompson. Ted Harold Thompson and Carole Ann Thompson Goodman, Partners of
Thompson Land and Livestock Company. a Wvomlna PartnershiD of P.O. Box 130. Cokeville. Wyomina 83114 ,hereinalter called lesser
(whether one or more). and Hanson & Strahn. Inc. of P .0, Box 3020, Cheyenne, WyominQ 82003-3020 hereinafter called Lessee:
WITNESSETH:
1 That lessor loranelin conslelerallon of ..-..........--- T -....-....--..-..........._..... dollars ($ '10.00' Jinhandpaid,
recelpi 0; whim is he'reby acknOWledged. and Ie agreements 0 essee ertlna Ir 51 0 , ere y gran s, emlses, eases and leis exclusively unto lessee Ifle lands descrlbeil below lor the
p~'rp05e 01 invP.$lìqating, prospecting, exploring (by geophysical and other methods), drilling, rrlnlng, operating for and producing 011 or gas, or both (as defined b~low), t0gether wf\h Ihe nghlto
const11l~1 and mainrnln pipelines, telephone and eleclric lines, tanks, ponds, roadway's plants, equIpment and structures thereon 10 produce, save Ind lake care 01 said oa a~d gas (which right shall
include sreclfic~ny 8 ri9ht-ol-way and easement tor Ingress 10 and egress Irom said lanels by tessee, or Its assignees, agen~ or permiltlles, necessary to or associated with Ihe construcllon and
malnlena,·.e oi such pipelines, telephone and eleclric lines, tanks. ponds. roadways, plan Is, equipment and structures on slid lands to produce, save and take care 01 the 011 and ge~), and Ihe
excl~o¡ vF·rlQnllr, inject air, gas, water, brine and other fluids Irom. any source Into Ihe suþsurface strala. and any and all o.ther rights and prfvlleql!!' necessary,.lncJdent 10, or co~enlenl for Ihe
eccnomlCcJl C'perJtion 01 sal11and, alone or canjolnUy WIth nelghbonng land, for the pryJduction. saving and laking care 01 od and gas and the .Inlectlon ot air. oas: waler. bnne, and other
fluid" ~,to the subsurface slrata, said lands being situated In !he County of Lincoln ,Slate of WvomlnQ , descllbed as fOllows, to'WIt:
See Exhibit IIA" attached hereto and by this reference made a part hereof,
In addillon to the land described above, lessor hereby grants, leases and lets oxcluslvelv unto lessee, to the seme ex"'nt as.1f specifically d~scrlbed, lands which are owned or
claimed bV lessor by one 01 the following reasons: (11 all lanás and rights acquired or reœlneá by lessor by avulsion. accretion, reliction or otherwise as Ihe result of B change In ihe
boundaries or centerline of any river or stream Iravers ng or adjoining Ihe lands described above; (2) all riparian lands and rights which are or may be Incidenl, appurtenant. related or
altributed to lessor in Bny lake, stream or river fravorslng or adjoining the lands described above by vlr1ue of lesso~s ownership of the land described above; (3) all lands Included In a~y
road, easelT1ðnt or rkJht-of·way traversing or adjoining tt1e lands described above which are or may be IncIdent appurtenant, related or aftributed to lessor by virtue allessor'~ ownership
or 1he land descrlbeà above; and (4) all strips or tracts of land adjacent or contiguous to 1he lands described above owned or acquired by lessor through adverse possession or other
similar slatutes of Ihe slate In which the lands are located.
For the purpose of calculating payments provided tor hereIn, it shall be deemed thatlhe lands covered by !his lease contain 1.045.69 acres, whether there actually be
more or less,
The lerm 011 as used in !hIs lease shall be Interpreted to include any liquid hydrocarbon substances which occur naturally In the earth, Including drip gasoline or other natural
condensate recovered Iram gas without resort to manulacturing process. The fe[m gas as used In this lease shall b~ interpreled to indude any subslan~, eifher combustibla or ~on.
combustible, which is produced In a natural state from the earth end which malntall1S a gaseous or rarlned stale at ordinary lemperature and pressure conditIOns, Including but nol limlled
to helium, nitrogen, carbon dioxide, hydrogen sUIßde, coal bed me1hane gas, casinghead gas and sulphur.
Subject 10 the other provisions herein contained. thl3 lease shall remain In force for a term of four (4) years from this date (herein called "primary lerm') and as long
Iherealter as oil and gas, or either of them. Is produced from the leased premises or drilling operations are continuously prosecuted. For purposes 01 thIs lease, a well completed for the
production 01 amlbed methane gas shall be deemed 10 be producing ,pas under this lease at all limes when dewatering 01 the coal seams from which the coalbed methane gas will be
produced is oCl;urrlng. For purposes or this lease. 'drilling operations shall include operations for the drilling of B new well and operations ror the reworking, deepening or plugging back
01 a well or hole or other operations conducted in an errort to establish, resume or re-establish production of oil and gas; drilling operations shall be considered 10 be "continuously
prosecuted" If not more than one hundred twenty (120) days shall elapse belween the completion and abandonment of one well or hole and the commencement 01 drilling operations on
another well or hole; drilling operaUons shall be deemed Ie be commenced for a new weD al such time as lessee has begun the amstruction of the wellsite location or the road which
provides access to Ihe we If site location; and drilling operations shall be deemed to be commenced wIth respect to reworldng, deepening, plugging back or other operalions conducted in
an eltort to resume orre-eslabllsh production of 011 and gas at such times as lessee has the requisite equipment for such operations at the wellsite.
2. The lessee shall deliver to the credit or the lessor as royalty. free of cost, In the pipe line to which lessee may connect its wells Ihe equal one-eighlh (1/8) part of all oil produced
and saved Irom the leased premises, or lessee may from time 10 time at its option purchase any royalty 011 in its possession, paying the market price IheleoJ prevelllng tor oil of like
grede and gravIty In the field where produced on the dale of purchase.
The lessee shall pay lessor, as royalty, on gas. Indudlng casinghead gas or olher gaseous substancas, producad from Ihe leased premises and sold or used 011 the premises or
used in the manufacture of gasoline or other products, the market value at the well of on&-elghth (1/8) 01 the gas sold or used, provided that on gas sold the royalty shall be one-eighlh
(1/8) of Ihe amounl realized lrom such sale. The amounl realized lrom Ihe sale of gas shall be the prfce eslabllshed by the gas sales conlract entered Into in good faith by lessee and a
gas purchaser lor such term and under such condillons as are customary In the Industry, 'Price' shall mean the net amounl received by lessee after giving etfeCllo applicable regulatÇJry
orders and after application or any applicable price adjustments specified in such oonlract or regulatory orders. In Ihe event lessee compresses, treats, purIfies or dehydrates such gas
(whether on or oft !ho leased premises) or transports gas 011 the leased premises, lessee In compu~ng royally hereunder may deduct lrom such price a reasonable charge lor eacn 01
such functions performed.
J, This Is a peld-up laasa and an cash conslderallon first reated above and annual rentals have been paid to lessor In advance 10 keep !his lease In full force and ellect throughout
the primary term, In consideration of fhe payment of such cash consideralion Bnd 8dvanca of annual rentals, lessor agrees Ihallessee shall not be obligated, excepl as otherwlso provided
herein, to commence or continue any operations dUring the primary term. Lessee may al any time or Umes during or after (he primary term surrender this lease as to all or any portion
01 the land described above, and as to any slla1a or stratum, by dellverfno to lessor or by nllng ot record a ralease or releases. and be reliaved 01 all obligations Ihereafter accruing 10
the acreage surrendered,
4, Any paymenls required 10 be made to lessors pursuant to this lease, other than Ihe ~ayment of royalties, may be paid by lessee to the lessor or to lessor's credit In Ihe
Bank, at PA Y DIRECT TO LESSOR (or Its successor or successors, or any bank wíth
which II f!1ay be merg~ or con,sOlldafed, or w~ich sucœe s 0 us ness assels or any pa t ereo, oy purc as~o .J;rw}e w ich shan oonllnue as the depository regerdless of
changes In (he ownership of said land or the oil and gas. All such payments may be made by cash, cheál or draft. all oTaelivareël on or Delore lñeëüëïf~(or that payment. Any
payments so made shall be binding on the heirs, devisees, executors, administrators, and personal representatives 0 eššõTiiñã'òñ"lèS's()i'š'"i'ût::ëëssõfšlñiñteieflor on lessor's assigns.
5, /I, althe expiration of the primary term 01 this lease, oil or gas is nol being produced lrom the leases premIses bullessee is then engaged In drilling operations, fhis lease shall
conUnue !n lorce 50 long as drilling operations are oontlnu?usly Prosecuted; and if producNon 01 oil or gas results lrom any such drilling operal/ons, this lease shall conlinue In lorce so
long as oil or gas shall be produced trt!m the leased premls~s, /I, alter ihe expIration of the primary term of this lease, production on the leased premises should cease for any cause,
th!s,lease shan nOllermln,ate /I lessee IS Ihe~ e,ngaged In dnlllng op~rabons, or within one hundred twanly (120) days elter each such cessation 01 production commences or resumes
dnlllng operaUons. and this lease shall remain In lorce so long as dnlllng operations are conUnuously prosecuted, and If producl/on resulls therefrom then as long there alter as oil or
gas is produced from the leased premises, ,
6. /I a~ any time, eilher before or after the expiration 01 !he primary tenn ollhis lease. there Is a well capabla or producing oir or gas on Ihe lands covered by this/ease. or On other
lands W.lfh which lands covered by this lease are pooled or unlllled, but the well Is shu ·ln, whether before or after production therefrom, and this lease is nol being maintained otherwise
as provlde~ herein,. this leasa shall nOllermlnale (unless released by lessee) and It shall nevertheless be cons/dared 1hat 0;1 or gas is being produced lrom lands covered by Ihis lease
dunng .all !rmes while the, well Is so shut-In. Lessee shall use reasonable dll'gence to market the oil or gas capable 01 being produced from such shut-In well but shall be under no
~b"QatlOn 10 markellhe ad or gas under lerms, conditions or circumstances WhiCh, in lessee's judgmenl exercised In good faith are unsatisfactory. When the lease is conllnued in force
In ilìl; marmer, la!s!!e shall pay or te~der 10 the lessor or les90~s successors or assigns, an amount equal to 51.00 per year pér nel minerai acre covered by Ihe leasa. Such payman/s
shall be made an or belors. Ihe shul'ln royalty payment dale, as dennad below, naxt occuníng arter tho ex¡:kaUon ot cno hundred twenty (1201 days lrom \he date Ihe \Veli was shut.in
unloss prior 10 su~h dale 011 or gas from rhe well IS sold or used or the lease is o1herwlse mainlaned as provided herein. In like manner, on or before e8l:h succeeding sl1u¡.ln royalrÎ
pay~nt dale while such well remains shut-In. lessee shall make payment of shut-In royalty In the same amount and manner, The lenn "shul.ln royalty payment date' shall mean Ihe
anniversary date 01 this lease. Any shul-in royalty paymenllT!ay be made by cash, draft o~ check, mailed or tendered on 01 before Ihe shut./n royally dale. lessee's tailure 10 payor lender
or properly payor lender. any such sum shal render lessee liable lor the amount due but II shall not operate to tannlnate the lease. '
7. If lessor owns a lesser inleres! !n rhe ~bove deSCri,bed land other than the enlire and undivided fee simple estate [tIereln. then Ihe royallles, Including shut.ln royally, herein provided
shall be paId to lessor only In the proportion which lesso~3 Int~rest bears fa Ihe whole and undivided tee. Ar.,., mleresl In production from the lands described herein 10 which the Inleres[ ot
lessor may be subject shall be deducled lrom the royalty herein reserved.
8, Lessee shall have !he right to use, free. 01 cos~ gas, all and wafer produced on said land for lis operation thereon except water from wells and reservoirs of lessor Lessee
shall have the right at any time fa remove all machinery and fixtures placed on said premises, IncludIng the right to draw and remove casing. .
, 9, Lessee ~hall pay to lessor reasonable amounts for damages caused by ils operaUons to s.rowlng crops on said land, When requesled by lessor. lessee shall bury lis pipelines
which traverse culllva(~ lands below plow depth. No well shall be drilled nearer than two hundred (200) leelto a house or barn now on said premises without written consent of lessor
Lessee shall have Ik)e fight al any time (but not the obligallon), 10 remove all Improvaments, machinery and r (lures placed or erected by lessee on såid premises including !he rinhl to
pull and remove casings. , , '~
10, Lessee is hereby given !he right and.power at any time and from Ume to Ume as a recurring rlghl, either before or after production, as 10 all Ol'p~'YJp~~~ the land described
~bove ~nd ~s to anyone or mo~ 01 Ihe tormallons hereunder, to pool or unitize the leasehold estate and the mInerai estata covered by Ihis lease fiìlf\ oltiBl' land Ie... a.slt1)r leases in lhe
Immediate v~lnlly fo~ the production of oil and gas, or separately lor the production, of eith.er, when in lessees judQmenl1t is necessary or ¡¡dvis'able 16 do so, atJd kfêsþed¡ve 01 whelher
3u1horlty simIlar t? Ihls exis~s with respect,lo such other land, lease or leases. Likewise. uOlls prevlO\Js~ formed 10 InClude formatlons,aol-~(Odutlng oil or .9a,s'r,i1a~b~ relormed to exclude
such no~-produclng fo~allons, The lorml~g or reforming of any unit sh~1I be accomplished by lessee executing and filing 01 ~corf ~-.deëlaration qI, su.d\'unjtiµ'~pì:¡or reformation, which
dee/aralion shall,descnbe the Unit. Any unll rl)ay Include lanel upon which a well has ~erelolore been completed or upon which drilling opera~Qn$_l1~V~be"Ii'\CÒlI1l '\ènÇed. Production,
drilling or reworking operations or a :'Iell shut-In for any reason ~nywhere on a unlt,whlch Includes all or a par1 of this lease shall be)r~!e~:as;jf,¡tW,e!éÞr.òØlicI!Øn¡, dnlling or reworking
operations or a well shut-In un~er thIS ,lease, In lieu of !he royalUes elsewh~re herein sp~cJned, lessor shall receive on production Irón;I,the'unU.stípool!I!I.rbýa)ties only on the portion of
such production allocated to this lease, su~h allocation shall be thai proportion ollhe Unit production that the total number 01 surface 1ícres œv.erellþy::tht!. lease and included in the unit
bears to the tolal number of surface acres In such unit 0\ ",'_,
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11.· Lessee shall have the right to unitize, POOl. OJ ..úmb;ne all or any part of the land described above as to one or rnure 01 the formalion~ there~nd.er with olher lands i~ !he same
general erea by entering into a cooperative or unit plan or development or operation approved by any govemmental authority end, from time to tune, with like approval, to modify, change
or terminate any such plan or agreement and, In such event. the terms, condl80ns, and provisions 01 this lease shall be deemed modified 10 c~nlorm to the terms. conditions, and
provisions of such approved coopelative or unit plan 01 development or ~eratJon and particulariy, all drilling and development requiremel\ls of t~1S leas~ express or Implied, shell be
satisfied by compliance with the drilling and development requirements or such plan or agreement, and thl! lease !~all not II:rmlnate or expire dunng the II/e of !uch plan or agreem~nl.
In !he eventlhat the land described above or any part the reo' shall horeaRer be operaled under any such cooperative or unll plan 01 development or operation whereby Ihe production
theretrom Is allocated to different por1ions 01 the land covered by said plan, then lf1e producUon allocated to any par1icular lreet of land !hall, ror the purpose of computing the loyalties
10 be paId hereunder to lessor. be regarded as having been produced from the particular !Tact of land to which ills allocated and nol to any other lreet 01 land; and the royalty payments
to be made hereunder to lessor shall be based upon production only as so allocëiled.
12. If the eslate 01 eilher party hereto is assigned or sublet, and !he privilege of assigning or sublertlng In whole or part Is expressly allowed, the axpress and Implied covenanls
hereof shall extend to the sUblessees, successors and assIgns of the parties; and in the event or an assignment or subletting by lessee, Jessee shall be relieved end discharged as to
Ihe leasehold rlghl3 so aSSigned or sublet rrom any liability to le!sor Ih~reafter accruing upon any 01 the covenanl3 or conditions of thl~ lease, either express. or implied. No change In
ownership or the land. royalties, or other payments, however accomplished, shall operate to enlarge the obligations or diminish the rights of lessee or reqUIre separate measunng or
¡nstallaUon 01 separate tanks by lessee, Notwllhslanding any actual or constructive knowledge of or notice to lessee, no change In ownership of said land or of Ihe right to receive royalties
or other payments hereunder, or 01 any inferest therein, whelher by reason 01 death, conveyance or any olher matter, shall be bInding on les!ee (except al lessee's opliol1 in any particular
case) unfil one hundred twenty (120) days after lessee has been furnished wrlllen notice thereof, and fhe sUPl'Ortlng Informallon hereinafter relerred to, by the party claiming as a result
or such change In ownership or Interest. Such notice shall be supported by original and certified copies of all documents and other Instruments or proceedings necessary in lessee's
opinion to establish the ownership of the claiming party.
13. In !he In!erest of conservation, the protection 01 reservoir pressums and recovery of the greatest ultimate yield of oil and/or gas, lessee shall have the right to combine the
leased premises with other premises In the same general area lor the purpose of operating end maIntaining repressurtng and recycling facilities, and for such purpose may locate such
lacllllles, including input wells, upon leased premise!, and no royalties shall be payable hereunder upon any gas used for repressuring and recyding operal/ons benefitting the leased
premises,
14, If lessor. during the primary term of this lease, receives a bona fide offer from a third party to purchase Irom lessor a lease covering any or all of the !ubslances covered by
this lease and covering all or a portion 01 the land described herein, wi!h such lease to become effective upon expiration 01 1hls lease, which lessor is willing to acceptlrom the offering
party. lessor hereby agrees to notify lessee In writing or said offer immediately, including In the notice tha name and address of the offeror, the price offered and all olher pertinent terms
and oondifjons of the offer. Lessee. lor a period 01 fifteen (15) day! after the receipt of Ihe nOlice, shall have the prior and preferred right and opl/on to purchase the lease or part thereof
or interest therein covered by Ihe offer al the price and on the terms and conditions specified in the offer, All offers mllde up to and Including the last day of !he primary term 01 this lease
shall be subject 10 the terms and conditions of this paragraph 14, Should lessee elect to purchase the lease pursuant to the terms hemof, it shall so notify leuor In wrl11n9 by mall. lelelax,
or telegram prior to expiration of said fifteen (15) day period, Lessee shall prompUy thereafter fumlsh to lessor the new lease for execution by lessor along with lessee's sight draft payable
10 lessor In payment of !he specified amount as consideration ror the new lease, such draft being subject to approval 01 til/e Bcoording to the terms Ihereof. Upon receipt thereol. lessor
shall prompl/y execute !a/d lease and relum same along wllh Ihe draft through lessor's bank of mcord for payment. .
15, In the event lessor considers that lessee has not complied with all Its oblgatlons hemunder, ei!her expmss or Implied, lessor shall notify lessee in writing. se"lng out spedfically
in what respects lessee has breached Ihis lease. Lessee shall then have sixty (60) days arter receipt of sllld notice within which 10 meet or commence 10 meet all or any part of the
breaches alle¡¡ed by less.or, The service 01 said notice shall be precedent 10 tile bringing 01 any action by lessor on said lease ror any cause, and no such acUon shall be brought until
the lapse of SIXty (60) days after service 01 such notice on lessee. Neither the service 01 said notice nor Ihe doing of any acts by lessee aimed 10 meet all or any 01 the alleged breaches
shall be deemed an admission 01 presumption Ihallessee has failed fa perform all ils obllgaUons hereunder. This lease !hell never be lorfeited or cancelled lor failure to perform In whole
or in part any 01 its Implied covenants. condillons, or stipulations until a Judicial determlnallon Is made Ihat such failure exists and lessee lails withIn a reasonable time to satisfy any
such covenanls, cond"lons, or slipulaUons.
16. All express and implied covenants 01 !hIs lease shall be subject to all federal and slate, county or municipal laws executive orders, rules and regulations, and lessee's
obligations and covenant! hem under, whether express or implied., shall lie suspended at !he time or rrom lime to time as compliance with such obligations and covenants is prevented
or hlndered by or is In connlct wllh federal, state, coun.ty, or, mu~!clpallaws, rules, regula lions or execullve orders asse~ as official by or ~nder public authority claiming juri~~ic!ion,
or Act of God, advelSe field, weather, or market conditions, Inability to obtain malenals In the open market for transportation thereof, wars, !tnkes, lockouts, riots, or olher conditIOns or
arcumstances not wh.olly controlle? by lessee, and this lease shall not be terminated In whole or in part, nor lessee held liable In damages for lailure to comply with any such obllgalions
or covenants If compliance Iherewlth fs pmvenled or hIndered by or Is In conflict with any of the foregoing evenlualilles, The time during which lessee shall be pmvenled from conducting
drilling or rewor1dng operations during Ihe plimary tenn of this lease, under 'he contingencies above staled, shall be added to the primary term of !hIs lease,
17, Lessor hereby warrants and agrees 10 delend the 1"le to \he land! described above, and agrees that lessee at its option shall have !he right at any time to pay for lessor
any mortgage, !axes or other liens existing, levied or assessed on or agaln!t the above described lands In the event of'default or payment by les!or and be subrogated to the rights oi
the holder thereot, and lessor hereby agrees Ihat any !uch payments made by lessee for the lessor may ba deducted lrom any amounts or money which may become due the lessor
under the terms of thl! leue.
18. This lease and all its lerms, conditions, and stipulation! shall extend ID and be binding In all successors In Interes~ In whole or In part. 01 said lessor or lessee,
19. Wllh respect to and for the purpose 01 Ihi! lease, lestor, and each of !hem If there be more Ihan one, hereby release and walvetha right 01 homes\elld,
WHEREOF wllness our hands as of !he day and year first above written.
~
John Dna d ompson, n ¡vi ua y, an as artner 0 ompson
Land and Livestock Company, a Wyoming Partnership, and John
Ronald Thompson, as Attorney-in-Facl for Lillian Thompson Case"
Norena Thompson, also known as Norane M. Thompson and
Norene Murdock Thompson, Stanley Gene Thompson, Jr., William
T, Thompson, Don Mark Thompson, Ted Harold Thompson and
Carole Ann Thompson Goodman, Partners of Thompson Land and
Livestock Company, a Wyoming Partnership
000209
Tax 1.0,#: 83-0192600
STATE OF
COUNTY OF
55.
INDIVIDUAL
Give., undEr my hand and !eal this
1-oA'J commIssIon ",plre!:
~_~, t.- /~- ,100 I
day 01
April
STATE OF
COUNTY OF
On this
55,
CORPORATE
day of
I before me personally appeared
10 me personally known, who, being by me duly swom. did say that he is Ihe
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an, ddlthaftlhe sedal a~dlXed 10 said Instrumenlls the corporate seal of said corporation and that said In!trument was signed and sealed In behalf 01 sait!. èor rii ion by authQrity 01 Its board
o rec or!!, an sal kn I d d Id I ' G" ~ ,." .
ac ow e ge sa nst~m~pl.¡o., ~ the ¡tea act, a,JUi.... )d(e.,èjJ bY ~áid corporation.
Given under my hand and seal !hIs day of _.
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NOlary Public 'or the State 01
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EXHIBIT "AU
000210
This Exhibit Is attached to and made a part of that certain Oil and Gas Lease dated April 5, 2001, by
and between John Ronald Thompson, Individually, and as Partner of Thompson Land and Livestock Company,
a Wyoming Partnership, and John Ronald Thompson, as Attorney-in-Fact for Lillian Thompson Case, Norene
Thompson, also known Norene M. Thompson and Norene Murdock Thompson, Stanley Gene Thompson, Jr.,
William T. Thompson, Don Mark Thompson, Ted Harold Thompson and Carole Ann Thompson Goodman,
Partners of Thompson Land and Livestock Company, a Wyoming Partnership, as Lessor, and Hanson &
Strahn, Inc., as Lessee, covering the following described land in Lincoln County, State of Wyoming,
to-wit: '
Township 23 North. Rance 118 West. 6th P.M.
Section 01: SWXSWX
Section 02: Lot 05(39.96). Lot 06(39.97), W1/zSE~,
SWXNEY:é
Sêction 11: W%NEY:é, NEXSEY:é
Section 12: W1/zW1/z, NEXNW~
Section 13: W'!4NWX. SEXNWX, SEXNE~, N'!4SEX
Section 14: SEXSWX, NE~SE~
Section 24: NEXSW~, SWXSEX
Township 23 North. Rance 117 West, 6th P.M.
Section 06: Lot 16(40.00), Lot 18(45.76)
For the purposes of this ai/and Gas Lease and for the payment of bonus and royalties, it is hereby
agreed that the above legal description contains 1,045.69 gross acres.
20. Whenever the (raction one-eighth (1/8) appears herein as royalty, it is hereby amended to
read 1J6th.
21. In the event this lease is not continued beyond its primary term by the provisions herein
contained, Lessee. its successors or assigns, has the option, but not the obligation, to extend this
lease for an additional term of three (3) years from the 5th day of April. 2005, and as long thereafter as
oil and gas or either of them is produced from said lands covered by this lease. Said extension to be
under the terms and conditions as contained in this lease. This option to extend may be exercised by
tendering to Lessor, its heirs, successors or assigns at the last known address, the sum of One
Hundred and No/100ths Dollars ($100.00) per net mineral acre, on or before the expiration of the
initial primary term of this lease.
Signed for Identification:
~~'~~~OfThompson
[and and Livestock Company, a Wyoming Partnership, and John
Ronald Thompson, as Attorney-In-Fact for Lillian Thompson Case,
Norene Thompson, also known as Norene M. Thompson and
Norene Murdock Thompson, Stanley Gene Thompson, Jr., William
T. Thompson, Don Mark Thompson, Ted Haro!d Thompson and
Carole Ann Thompson Goodman, Partners of Thompson Land and
Livestock Company, a Wyoming Partnership
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OIL AND GAS LEASE
00021.~
000583
PRODUCERS 88 - Paid-Up
THIS OIL AND GAS LEASE (this "Lease"), made and entered into as of the ~ day
of September, 2007, by and between Broadbent Land and Resources, LLC, whose address is
P.O. Box 58627, Salt Lake City, Utah 84158 ("Lessor") and Hoover & Stacy, Inc., whose
address is P. O. Box 2328, Cheyenne, Wyoming 82003 ("Lessee").
WITNESSETH
1. Lessor, for and in consideration of the sum ofTen Dollars ($10.00) and other
valuable consideration (including bonus consideration) in hand paid, the receipt and sufficiency
of which is hereby acknowledged, of the royalties herein provided and of the agreements of
Lessee herein contained, hereby grants, demises, leases and lets exclusively unto Lessee the
lands hereinafter described (the "Lands"), for the purpose of investigating, exploring, drilling
and mining for, producing, saving, taking, owning, transporting, storing, handling and treating
oil or gas (including all hydrocarbon gases), or both ("Leased Substances") and for injecting
water and other fluids, gas, air, and other gaseous substances into subsurface strata for reworking
operations or for enhanced recovery, repressuring, or recycling operations, but not otherwise,
together with any and all rights, privileges and easements useful for Lessee's operations
hereunder on said Lands, including but not limited to the following rights: to lay pipelines, to
build roads; and to construct tanks, pump and power stations, power and communication lines,
and other structures and facilities. The said Lands included in this Lease are situated in the
County of Lincoln, State of Wyoming, and are described as follows, to wit:
T22N-Rl18W
Section 3: SWl/4NEl/4, Sl/2NWl/4, NWl/4SWl/4, El/2SWl/4
Section 10: Nl/2Nl/2, Sl/2SWl/4
Section 11: Nl/2NWl/4
Section 15: NWl/4NEl/4, NEl/4NWl/4
RECEIVED 9/27/2007 at 4:31 PM
RECEIVING # 933517
BOOK: 673 PAGE: 583
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
T23N-Rll8W
Section 26: SWl/4NWl/4
containing 680.00 ?-cies, more or less
and including all Leased Substances underlying lakes, streams, roads, streets, alleys, easements
and rights-of-way which traverse said Lands. As to the estate created hereby, Lessor hereby
relinquishes, releases, and waives all rights under and by virtue ofthe laws of this state providing
for homestead exemption, dower, curtesy and other rights substitutive thereof. This Lease shall
cover all the interest in said Lands now owned by or hereafter vested in Lessor, even though
greater than the undivided interest (if any) described above. For the purpose of calculating any
payments based on acreage, Lessee, at Lessee's option, may act as if said Lands and its'
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'000584
constituent parcels contain the acreage above stated, whether they actually contain more or less.
It is the intent of Lessor and Lessee for Lessor to lease to Lessee, and for Lessee to lease from
Lessor, all of the Lçmds described above for the purposes set.forth herein. In the event, on the
date hereof, Lessor does not own all of the Lands described above on the date hereof, and
acquires such Lands after the date hereof and at any time during the term of this Lease as such
term may be extended by payment of an additional bonus, production, or otherwise, then this
Lease shall be deemed to cover all such after-acquired Lands and Lessee shall acquire all rights
hereunder in and to such after-acquired Lands upon their acquisition by Lessor.
2. Subject to the other provisions herein contained, this Lease shall remain in force for a
period of three (3) years from the date hereof (the "Primary Term"), and thereafter so long as
Leased Substances or anyone or more of them is being produced from said Lands in paying
quantities or any operation pennitted hereunder is being conducted on said Lands or this Lease is
continued in force by reason of any of the other express provisions hereof. Notwithstanding the
foregoing, the Primary Term may be extended, at the option of Lessee, for an additional three (3)
year period commencing on the last day ofthe first three (3) year Primary Term (such extension,
the "Extended Term"). Such option shall be exercised, if at all, by the delivery to Lessor, no
later than the last day of the initial three (3) year Primary Term, of both (a) Lessee's written
notice of its intent to extend the Primary Term for an additional three (3) years, and (b) Lessee's
payment in immediately available funds to Lessor of an additional bonus payment equal to
$100.00 per acre of Lands covered hereby on the expiration date of the Primary Term.
3. Subject to the right of election reserved to Lessor below to take its share of
production in kind, the royalties to be paid by Lessee are sixteen and two-thirds percent
(16.667%) of eight-eighths of: (a) the greater of the market value at the well or the amount
realized from the sale of oil and liquid petroleum products recovered at the well and (b) the value
of all gas produced and saved from the Lands, delivered free and clear of all costs at the tailgate
of the plant to which the gas is delivered or, for gas that is not processed, at the inlet of the
market pipeline to which the same is delivered, said value being determined as follows: (i) for
any liquid hydrocarbons recovered at the well, the greater of the market value at the well or the
amount realized from the sale of such liquid hydrocarbons; (ii) for gas used by Lessee off the
Lands, the Gas Market Price of the gas at the point so used; (iii) for gas that is sold by Lessee but
not processed, the Gas Market Price at the inlet of the market pipeline to which such gas is
delivered; and (iv) for gas sold by Lessee and delivered for processing, the Gas Market Price of
the residue gas at the tailgate of the plant to which the gas is delivered, plus the market value at
the plant of the products recovered when such gas is processed; provided that in the event gas is
processed in any facility or plant in which Lessee, or any subsidiary, parent or affiliate of Lessee,
has, directly or indirectly, an ownership or operating interest, then the value of such gas shall not
be less than: (x) the combined values at the plant of all products extracted therefrom and the
residue gas, (y) the Gas Market Price of such gas, or (z) the value Lessee is receiving for its
production, whichever value is greater, and provided further that the royalty shall never be based
on an amount realized :ITom such sale that is less than the amount which Lessee is receiving for
its production. As used herein the term "Gas Market Price" shall mean the arithmetic average of
the prices reported in the first issue of the month of delivery for the price references included in
the Market Price Index. As used herein, the term "Market Price Index" for a particular point of
{OOOI8168.2}2
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000213
'000585
delivery shall mean the Colorado Interstate Gas Company, Rocky Mountains Index as reported
in "Inside F.E.R.C.'s Gas Market Report" or any successor publication thereto. For avoidance of
doubt, royalty is to be paid on all payments received by Lessee under or as a result of a gas
purchase contract, including, but not limited to, reservation charges and, when gas for which
payment has been made earlier is eventually produced, take-or-pay or contract settlement
proceeds and amounts paid for gas not taken.
Lessee shall have free use of gas ftom the Lands for operations on the Lands, and the
royalty on gas shall be computed after deducting any production so used. Lessor shall bear all
severance taxes levied against its royalty percentage of all production hereunder. The royalties
payable under this Lease shall be ftee and clear of costs or deductions for exploration, drilling,
development, operation and production, including, but not limited to, costs of separating by
mechanical means, gathering, dehydrating, compressing, processing, treating, storing,
transporting, marketing, and delivering, or any other charge or deduction whatsoever whether of
the same or different character unless expressly authorized and agreed to in writing between
Lessor and Lessee.
On or before the 180th day after the first day of the month following the date of first sales
of any of the Leased Substances, Lessee shall mail or deliver to Lessor an itemized statement
showing the total production of each Leased Substance, including products extracted ftom gas,
during the preceding calendar month, the royalties payable thereon, the data used to compute
such royalties, an explanation of the manner in which such royalties were determined and
computed and any other infonnation required by applicable statute or regulation (collectively,
the "Statement") together with the royalties due hereunder for the period of time covered by the
Statement. Thereafter, on or before the 30th day of each month following the month of
production, Lessee shall deliver the Statement and royalties due hereunder for the period of time
covered by the Statement. In recognition of the business necessity of Lessor receiving the
Statements in a timely fashion, Lessee, by acceptance ofthis Lease, and in addition to any other
remedy available to Lessor, agrees to pay as partial liquidated damages to Lessor, the sum of
Two Hundred Dollars ($200.00) for each month or portion thereof that Lessee fails to furnish the
Statements in a timely manner, together with interest at the highest rate allowed by law plus all
costs of collection, including attorneys' fees. In addition, Lessor shall have the right to audit and
review all infonnation (including without limitation, all books, records, contracts,
correspondence, run tickets, evidence of sales and shipments, reports and analyses, and
electronically stored inforn1ation and data) possessed by or available to Lessee which may be
pertinent to the determination ofthe payment of royalty or other amounts due under this Lease,
at the office which such infonnation is maintained. Such infonnation shall include that
submitted to third parties (including government entities) respecting production from the leased
premises or lands pooled therewith and relating to any royalty or to any tax based upon the value
of production. In conjunction with any audit Lessee shall, to the fullest extent practicable,
assemble and present the inforn1ation so that it is complete. If for any reason whatsoever
royalties hereunder are not paid within fifteen (15) days after the same are due, then Lessor shall
provide Notice to the Lessee as described in clause 18 hereof. If Lessee fails to comply with the
provisions of clause 18 within the time provided for therein, then Lessor shall have, the option to
terminate this Lease and be relieved from any obligation hereunder unless there is a good faith
{00018168,2}3
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000214
000586
dispute as to the amount of royalties due and provided all undisputed royalties have been paid
when due. Lessor's right to tenninate this Lease is exercisable by filing with Lessee and of
record a notice of termination. In addition, all such unpaid royalties shall bear interest monthly
at the prime rate in effect at Citibank, New York, plus 2% from the date due until paid. THE
PROVISIONS OF TIDS SECTION 3 SHALL SURVIVE ANY TERMINATION OF THIS
LEASE.
4. Lessor expressly reserves the right, at any time and from time to time, to take in kind
or separately dispose of its proportionate share of (i) liquid hydrocarbons recovered at the well,
saved into storage tanks on the Lands; (ii) products recovered in a processing plant, into storage
tanks or onto storage sites at the plant; and (iii) residue gas, at the tailgate ofthe plant, if
processed, or (iv) gas, at the inlet of the market pipeline, if not processed. In the event of such
election with respect to liquid hydrocarbons recovered at the well and products recovered in the
plant, Lessor shall give to Lessee not less than sixty (60) days notice of its election and shall take
its proportionate share in kind for a period of not less than six (6) months following the
tennination of said sixty (60) day period. Any deliveries of production are to be made from
Lessee's facilities at times and amounts which equitably adjust deliveries between the parties.
With respect to residue gas at the tailgate of the plant or unprocessed gas at the inlet of the
market pipeline to which the gas is delivered, Lessee shall give Lessor notice if it intends to enter
into a gas contract on its share of the gas, and Lessor shall have a period of fifteen (15) days
from receipt of a copy of the gas sales agreement which Lessee is willing to execute to notify
Lessee in writing that Lessor elects to take its proportionate share in kind.
5. If at any time, either before or after the expiration of the Primary Tenn or, if
applicable, the Extended Tenn, of this Lease, there is a well capable of producing oil or gas on
the Lands covered by this Lease, or on other lands with which lands covered by this Lease are
pooled or unitized, but the well is shut-in, whether before or after production therefrom, and this
Lease is not being maintained otherwise as provided herein, this Lease shall not tenninate
(unless released by lessee) and it shall nevertheless be considered that oil or gas is being
produced from lands covered by this Lease during all times while the well is so shut-in. Lessee
shall use reasonable diligence to market the oil or gas capable of being produced from such shut-
in well, but shall be under no obligation to market the oil or gas under terms, conditions or
circumstances which, in lessee's judgment exercised in good faith, are unsatisfactory. When the
Lease is continued in force in this manner, lessee shall payor tender to the lessor or lessor's
successors or assigns, an amount equal to $1.00 per year per net mineral acre covered by the
Lease. Such payments shall be made on or before the shut-in royalty payment date, as defmed
below, next occurring after the expiration of one hundred twenty (120) days from the date the
well was shut-in, unless prior to such date oil or gas from the well is sold or used or the Lease is
otherwise maintained as provided herein. In like manner, on or before each succeeding shut-in
royalty payment date while such well remains shut-in, lessee shall make payment of shut-in
royalty in the same amount and manner. The ternl "shut-in royalty payment date" shall mean the
8lmiversary date of this Lease. Any shut-in royalty payment may be made by cash, draft or
check, mailed or tendered on or before the shut-in royalty date. Lessee's failure to payor tender,
or properly payor tender, any such sum shall render lessee liable for the amount due but it shall
{ODD 18168.2}4
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not operate to tenninate the Lease. Notwithstanding the foregoing provisions, this Lease may
not be maintained by shut-in payments more than three (3) years during any five (5) year period.
6. This is a Paid-Up Lease and Lessee shall not be obligated during the Primary
Teml or, if applicable, the Extended Tenn, to make any further payments or to commence or
continue any operations hereunder in order to maintain this Lease in force. Any money payable
hereunder may be paid in cash or by check, mailed or delivered to Lessor. Payments or tenders
due or payable under the tenns of this Lease, other than royalties on actual production, may be
made by mailing or delivering cash or Lessee's check or draft to Lessor. Lessee may payor
tender such payments jointly to the credit of all parties having any interest hereunder. Lessee
may at any time or times surrender this Lease as to all or any portion of said Lands by mailing or
tendering to Lessor or by filing for record a release or releases, and be relieved of all obligations
thereafter accruing as to the acreage surrendered.
7. If any operations or production of a Leased Substance or any combination of such
activities shall occur hereunder and if at any time or times after the Primary Tenn or, if
applicable, the Extended Tenn, within three (3) months before expiration of the applicable Tenn,
such operations or such production or any combination of such activities shall cease for any
cause so that none of such activities continues, such cessation shall not cause this Lease to
tenninate and this Lease shall remain in force if and so long as (a) payments are made under
paragraph 3 (if applicable) or (b) any operation or production of a Leased Substance is
commenced or resumed hereunder during a period for which any such payment was made or
within ninety (90) days after cessation of the last of the operations or production that had
occurred hereunder or (c) the cause of cessation is covered by paragraph 10 hereof. Wherever
used in this paragraph 7, or wherever else used in this Lease unless the context requires
otherwise, the meaning of the word "operations" shall without limitation include: access road
and wellsite preparation, drilling, digging and boring operations, well testing, equipping,
producing operations, the drilling of a dry hole or successive holes before or after production is
obtained, plugging back, reworking operations, deepening operations and remedial operations in
connection with any of the foregoing.
8. At the expiration of the Primary Tenn or, if applicable, the Extended Tenn, this Lease
shall tenninate as to all Lands which are not located in a drillsite spacing unit (as hereinafter
defined) in which there is a well on the Lands or on land pooled therewith, producing oil or gas
in paying quantities, or a shut-in gas well, and in any such producing drillsite spacing unit or
units, this Lease shall tenninate as to those depths lying below the stratigraphic equivalent of the
deepest producing horizon in each drillsite spacing unit ofland. For purposes hereof, drillsite
spacing unit is defined as the land included in the drilling and production unit established for the
well or attributed to the well by the state or federal regulatory authority having jurisdiction; if no
unIt or spacing rule exists, then drillsite spacing unit shall be defined as the forty (40) acre tract
surrounding an oil well or one hundred sixty (160) acre tract surrounding a gas well. If Lessee is
engaged in actual drilling or reworking operations on the leased premises or land pooled
therewith at the expiration of the Primary Teml, or, if applicable, the Extended Tenn, this
provision shall be suspended for so long as Lessee continues such drilling or reworking
operations on the Lands or land pooled therewith with no cessation of more than ninety (90)
{00018168.2}5
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000588
consecutive days between the completion or abandonment of such drilling or reworking
operations on one (1) well, and the commencement of actual drilling or reworking operations on
the next well; provided, further, that irrespective of any such continuous drilling or reworking
operations, the tennination of this Lease as to nonproducing land and depths shall not be
suspended for more than two (2) years :ITom the expiration of the Primary Term or, if applicable,
the Extended Term hereof. If the Lands are included in a Federal Unit then for the purposes of
this provision the references to land pooled with the Lands shall include only that land which is
included in an approved participating area.
9. The rights of Lessor hereunder may be assigned in whole or in part. This Lease may
not be assigned by Lessee in whole or in part, without the prior written consent of Lessor, which
consent shall not be unreasonably withheld. Any attempted assignment by Lessee of this Lease'
without such consent shall be void and of no effect. Any assignment of this Lease by Lessee, in
whole or in part, shall not be valid as to Lessor until Lessor shall have been furnished a true and
correct certified copy of such assignment. No change in ownership of Lessor's interest (by
assignment or otherwise) shall be binding on Lessee until Lessee has been furnished with notice,
consisting of certified copies of all recorded instruments or documents and other information
necessary, to establish a complete chain of record title :trom Lessor, and then only with respect to
payments thereafter made. No other kind of notice, whether actual or constructive, shall be
binding on Lessee and Lessee may continue to make payments precisely as if no change had
occurred. No present or future division of Lessor ownership as to different portions or parcels of
said land shall operate to enlarge the obligations or diminish the rights of Lessee and Lessee's
operations may be conducted without regard to any such division. If all or any part of Lessee's
interest hereunder shall be assigned, no leasehold owner shall be liable for any act or omission of
any other leasehold owner.
10. Whenever as a result of any cause beyond Lessee's control (such as fire, flood, storm,
or other Act of God, govemmentallaw, order, or regulation, labor disputes, war, or inability to
secure men, materials, pennit(s), or transportation), Lessee is prevented or hindered ITom
exercising any of its rights hereunder, complying with any of the terms hereof or carrying out
any of its obligations hereunder, and such prevention or hindrance first occurs during the
Primary Tenn or, if applicable, the Extended term hereof, the obligations of Lessee hereunder
(excluding only its obligation to pay royalties hereunder on actual production), and the
conditional requirement for shut-in gas well payments under paragraph 3 hereofto perpetuate
this Lease, shall be suspended during the period of such prevention or hindrance and for 90 days
thereafter. The Primary Term or, if applicable, the Extended Tenn, shall be extended for a
period of time equal to the period of such suspension and this Lease shall remain in full force and
effect during such period of suspension and during any such extension of the primary tenn.
Lessee may commence or resume the payment or tender of shut-in gas well payments after the
period of suspension by paying or tendering the proportionate part thereof for the lease year
remaining after such period of suspension.
If such prevention or hindrance first occurs after the Primary Tenn or, if applicable, the
Extended Tenn hereof, Lessee's obligations and the conditional requirement for shut-in gas well
payments under paragraph 3 hereof to perpetuate this Lease shall be suspended while Lessee is
{00018168.2}6
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so prevented or hindered and for a reasonable time thereafter. This Lease shall remain in full
force and effect during any such prevention or hindrance and for a reasonable time thereafter
provided that within such time, i.e., a reasonable time after the period of such prevention or
hindrance, Lessee commences or resumes operations hereunder or commences or resumes the
payment or tender of shut-in gas well payments by paying or tendering the proportionate part
thereof for the lease year remaining after such period of suspension.
11. In connection with operations for the production of oil and gas or either of them,
Lessee may at any time or times, either before or after production, pool, unitize, or communitize
for common development the leasehold estate and the mineral estate covered by this Lease
insofar as it covers the Lands, in whole or in part, and as to anyone or more of the stratum or
strata hereunder, with other lands and leases in the same area or field for the production of oil
and gas, or separately for the production of either, pursuant to federal, State or local authority for
the conservation of oil, gas, and associated hydrocarbons, when in Lessee's judgment, it is
necessary to do so, and irrespective of whether authority similar to this exists with respect to
other lands or leases or it is advisable to comply with a law, rule,' order or regulation of a
governmental authority having jurisdiction, or reduce or prevent economic waste, to protect
correlative rights, or to promote, encourage or accomplish the conservation of natural resources,
by filing for record an instrument so declaring subject to the following: (a) Units formed to
establish or comply with an orderly or uniform well spacing pattern for the production of oil or
gas shall allocate to the portion of this Lease included in any such unit a:tractional part of all
production :trom any part of such unit in the proportion that the total number of acres covered by
this Lease included in such unit bears to the total number of acres included in such unit, and such
units shall not exceed 80 acres if for the production of oil and shall not exceed 640 acres if for
the production of gas, plus a tolerance of 10% in each instance, except that if the governmental
authority having jurisdiction by appropriate rule, order or regulation prescribes or pennits or,
based on prior action of the applicable governmental authorities, may reasonably be expected to
prescribe or pennit units of a larger size, the unit or units may be increased to the maximum so
prescribed or permitted or so reasonably expected to be prescribed or pennitted; (b) Units formed
to accomplish a cycling, pressure maintenance, repressuring or secondary recovery program, or
any other cooperative or unit plan of development or operation involving multiple wells
(including exploratory units) must be approved by the governmental authority having jurisdiction
and shall allocate to the portion of this Lease included in any such unit a :tractional part of
production :trom any part of such unit on one of the following bases: (i) the ratio between the
quantity of recoverable production allocable to the portion of this Lease included in such unit
and the total of all recoverable production allocable to such unit; or (ii) such other basis as may
be approved by the governmental authority having jurisdiction thereof. Any such unit so
established may be enlarged to include acreage believed to be productive or may be din1Ìnished
by excluding acreage believed to be nonproductive or may be diminished by excluding acreage
the owners of which fail or refuse to participate in the unit and, in the absence of current
production thereftom, any such unit may be abolished and dissolved by filing for record an
instrument so declaring. Instruments filed for record hereunder shall be filed in the public notice
records of the county in which the land is situated. Upon production from any part of any such
unit, Lessor herein shall be entitled to the royalties provided for in this Lease on only that
fractional part of unit production allocated to that portion ofthis Lease included in such unit.
{OOOI8168.2} 7
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Operations upon any such unit or projected to any part of any such unit :trom an off-unit drillsite
or production from any part of such unit shall be treated and considered for all purposes of this
Lease, except payment of royalties, as operations upon or production :trom this Lease. Lessor
shall, upon the reasonable request of Lessee, set forth its consent to any cooperative or unit plan
of development or related operation adopted by Lessee and approved by any governmental
agency by executing the applicable instruments.
12. If Lessor Owns an interest in the Lands that is less than the entire fee simple estate, or
if this Lease covers less than Lessor's entire interest in the Lands, or if this Lease is released as
to any portions of the Lands or minerals therein or horizons thereunder, then the shut-in well
payments shall be reduced proportionately.
13. The rights granted under this Lease are granted WITHOUT WARRANTy OF ANY
KIND, EITHER EXPRESS OR IMPLIED, and without covenants of title, including, without
limitation, covenants to give possession or for quiet enjoyment.
14. Lessee agrees that it will, during the term hereof and thereafter, pay Lessor for and
indemnify, defend and hold Lessor harmless for, :trom and against any and all loss, damage,
liability, including plugging liability, cost or expense, including fines, penalties and reasonable
attorneys' fees and fees of experts and consultants, on account of injuries to or death of persons
or damage, including environmental, to property of any kind or the violation of any law or
regulation, arising wholly or partially out of or in connection with or resulting :trom any
operation, activity, facility or occupancy on the Lands or lands pooled therewith by Lessee
and/or its employees~ agents, representatives, consultants, contractors, assignees, successors,
fannoutees or the breach of any provision of this Lease, except to the extent caused by the sole
negligence or willful misconduct of Lessor. In no event shall either party be liable to the other
for indirect, consequential or punitive damages, or for lost profits. THE PROVISIONS OF THIS
SECTION 14 SHALL SURVIVE ANY TERMINATION OF THIS LEASE.
15. Without limiting the generality of Section 14 hereof, Lessee shall pay either the
tenant or the surface owner (whichever is appropriate) for any and all damages to land,
structures, roads, fences, gates, cattle guards, trees, growing crops, irrigation or any other
facilities or improvements, equipment, wildlife, game, fish and livestock caused by construction,
operations, or maintenance of facilities, shall burry all pipelines below plow depth where they
cross cultivated lands, shall construct gates where necessary for crossing fenced lands and shall
keep gates in repair and closed. Lessee shall not pennit any lien or other encumbrance to be
filed or to remain against the Lands as a result of operations hereunder. Regardless of whether
Lessor has consented to an assignment, farmout or other arrangement whereby Lessee consents
to drilling or other operations on the leased premises by a third party, Lessee shall be responsible
for any and all claims, demands, actions and causes of action or liens arising out of such
operations, whether arising in law, at equity or administratively.
Lessee shall repair and clean all ditches, roads, bridges, fences, pipelines and other
structures, facilities and improvements on the Lands which may be used, worn or damaged by
any operation hereunder, shall remove all debris resulting from any such operation, and shall
otherwise restore the leased premises to its original condition insofar as reasonably practicable.
{ODD I 8 I 68.2} 8
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00021.9
-000591.
No well shall be drilled within 200 feet of any building, railroad tracks or structure without
Lessor's written consent. Lessee shall maintain in good condition all fences, bridges and roads
on the Lands which are used or constructed by Lessee in its operations, and all such roads shall
be and remain private, not open to the public, except as otherwise prohibited by law, and will be
conspicuously posted as such by Lessee. THE PROVISIONS OF TIllS SECTION 15 SHALL
SURVIVE ANY TERMINATION OF THIS LEASE.
16. Within one hundred eighty (180) days after any tennination, as to all or any portion of
the Lands, Lessee shall remove from that portion of the Lands any and all property, facilities and
material belonging to or placed thereon by Lessee and shall restore the Lands to its original
condition insofar as reasonably practicable, in default of which within the time above specified,
but subject to the other obligations of Lessee hereunder and in addition to any other remedy
Lessor may enjoy, Lessor may remove, destroy or retain any such property, at Lessor's will, and
Lessee shall reimburse Lessor for the cost of any such removal or destruction as well as the cost
of restoring the leased premises.
17. Lessor agrees that the Lessee shall have the right at any time to redeem for Lessor, by
payment, any mortgages, taxes or other liens on the above described lands, in the event of default
of payment by Lessor and be subrogated to the rights ofthe holder thereof.
18. In the event Lessor determines that Lessee has not complied with all its obligations
hereunder, either expressed or implied, Lessor shall notify (the "Notice") Lessee in writing,
delivered by certified mail, of such breach and shall set forth with reasonable specificity the
details of such breach. Lessee shall then have thirty (30) days (or, in the case of a payment
default, fifteen (15) days)after receipt of the Notice within which to either: (a) cure or commence
to cure all or any part ofthe breach or breaches described by Lessorjn the Notice, or (b) deliver
a written response to the Notice setting forth the reasons why, in Lessee's reasonable opinion,
the breach or breaches alleged by Lessor have not occurred. The delivery of the Notice and
Lessee's failure to timely cure or commence to cure the breach or breaches set forth in the Notice
shall both be conditions precedent to the bringing of any action by Lessor against Lessee
concerning a breach of this Lease. Neither the delivery of the Notice nor any acts undertaken by
Lessee to cure all or any of the alleged breaches as set forth in the Notice shall be deemed an
admission that Lessee failed to perform all its obligations under this Lease. It is agreed that this
Lease shall never be forfeited or cancelled for Lessee's failure to perform in whole or in part any
of its implied covenants hereunder until a judicial detern1Ínation is made that such failure exists
and Lessee fails within a reasonable tÜne to be detennined by the court to satisfy any such
covenants.
19. This Agreement shall be governed by and construed in accordance with the laws of
the State of Wyoming. Any civil action based upon any alleged breach of this Agreement shall
be filed and prosecuted in a state or federal court located in the State of Wyoming. Each party to
this Agreement consents to the jurisdiction of the courts specified in the preceding sentence and
agrees not to raise any objection to the venue of any civil action in either of those courts. Each
party irrevocably waives its right to a jury trial with respect to matters contained herein.
{OOOI8168.2} 9
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-Ö00592
20. This Lease shall be binding upo all who execute it, whether or not they are named in
the granting clause hereof and whether or t all parties named in the granting clause execute
this Lease. All the provisions of this Lease shall inure to the benefit of and be binding upon the
heirs, executors, administrators, successors and assigns of Lessor and Lessee.
IN WITNESS WHEREOF, this Le se is executed as of the date first above written.
LESSOR:
ENT LAND AND RESOURCES, LLC
~ø~
~sep S. Broadbent
s: Manager
By~-..~4
Ray S. roadbent
Its: Manager
olleen B Paddock
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LESSEE:
HOOVER & STACY, INC.
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By: '-
C. STEVEN STACY
ITS: PRESIDENT
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000593
ACKNOWLEDGMENTS
r
STATE OF W10rU.IMG--
COUNTY OF tÁ... ( 1J TA
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)8S.
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On this S day of ~ ~ c., eA'2- in the year 2007, the foregoing
instrument was acknowledged before me, the undersigned, a Notary Public, by Joseph S.
Broadbent as Manager of Broadbent Land and Resources, LLC, who personally appeared before
me (and known to me to be the identical person) described in and who executed the same as the
free and voluntary act and deed of such limited liability company for the purpose and
consideration therein expressed.
IN WITNESS WHEREOF, I have hereunto set my official signature and affixed by my
notarial seal the day and year first above written.
MÝ C9~ìs~î9tJ",expires:
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residing at I I r
STATE OF (,J Lf 0 W(¡ 1116-
COUNTY OF fA (¡v'~
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)ss.
)
On this 5::" day of ~-:e ~ h ¿f.Z- in the year 2007, the foregoing instrument
was acknowledged before me, the undersIgned, a Notary PublIc, by Ray S. Broadbent as
Manager of Broadbent Land and Resources, LLC, who personally appeared before me (and
known to me to be the identical person) described in and who executed the same as the free and
{00018168,2} 11
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000594
voluntary act and deed of such limited liability company for the purpose and consideration
therein expressed.
IN WITNESS WHEREOF, I have hereunto set my official signature and affixed by my
notarial seal the day and year fIrst above written.
My cOl111?llssiçm expires:-J - cl 7 - J.. B 0 CJ
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STATE OF \J1A \-\ )
)ss.
COUNTY OF &J It La k-e.. )
On this G-t\, day of ~Iìì b2 r- in the year 2007, the foregoing instrument
was acknowledged before me, the undersigned, a Notary Public, by Colleen B. Paddock, as
Manager of Broadbent Land and Resources, LLC, who personally appeared before me (and
known to me to be the identical person) described in and who executed the same as the free and
voluntary act and deed of such limited liability company for the purpose and consideration
therein expressed.
IN WITNESS WHEREOF, I have hereunto set my official signature and affixed by my
notarial seal the day and year fIrst above written.
My commission expires: 03 /2lllD I \
. ". DARCI SEVEAINSE
~ Notary Public
State of Utal,
My Comml6GlbM e:Xplfè~ M1ift:h ~7,Dl1
381 IS 6rÞl'ldw¡¡y, SAI! L"J.;§ Oliy, Ur . 4111
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residing at J
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STATE OF L.)(~ )
yO . '11 )ss.
COUNTY OF CJ\tU~ ~ ) ()OOS95
On this l'i-u. day of ~ in the year 2007, the foregoing
instrument was acknowledged befo me, the undersigned, a Notary Public, by C. Steven Stacy
as President of Hoover & Stacy, Inc., who personally appeared before me (and known to me to
be the identical person) described in and who executed the same as the ftee and voluntary act and
deed of such Corporation for the purpose and consideration therein expressed.
000223
IN WITNESS WHEREOF, I have hereunto set my official signature and affIxed by my
notarial seal the day and year first above written.
ES IdAN . NOT"RV PUElUC
COUNTY OF _ STATE OF
~E ~ WYOWNG
iii\' ION EXPIRES J""'. 14. 20t1
-Ú1ßA-~~
Notary Public
r~~1 W~
STATE OF WYOMING
)
)ss.
)
COUNTY OF LINCOLN
This instrument was filed for record on the day of
,2007, at o'clock _.M., and duly recorded in Book _, Page
, of the records of this office.
County Clerk - Register of Deeds
By:
Deputy
Return to:
37S0441JDOC
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