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SPECIAL WARRANTY DEED AND BILL OF SALE
STATE OF WYOMING
§
§
000583
COUNTIES OF UINTA & LINCOLN
This SPECIAL WARRANTY DEED AND BILL OF SALE ("Deed") dated May
20, 2008, but effective as of March 1, 2008 ("Effective Time"), is from BP America
Production Company, f/kla Amoco Production Company, a Delaware corporation, with
an office at 501 WestLake Park Boulevard, Houston, Texas 77079, Merit Energy
Company, LLC, a Delaware limited liability company, with an address of 13727 Noel
Road, Suite 500, Dallas, Texas 75240, Chevron U.S.A. Inc., a Pennsylvania corporation,
with an address of 11111 South Wilcrest, Houston, Texas 77099, and Forest Oil
Corporation, a New York corporation, with an address of 707 17th Street, Suite 3600,
Denver, Colorado 80202 (collectively, the "Seller") to EnCana Oil & Gas (USA) Inc., a
Delaware corporation, with an office at 370 17th Street, Suite 1700, Denver, Colorado
80202 ("Buyer"). Grantor and Grantee are sometimes referred to herein individually as a
"Party" and collectively as the "Parties". .
WHEREAS, Seller are parties to that certain Agreement for the Construction,
Ownership and Operation of the Whitney Canyon Gas Processing Plant, dated March 3,
1980, as amended from time to time, (the "CO&O Agreement");
WHEREAS, Amoco Production Company, on behalf of the Seller in accordance
with the CO&O Agreement, by that certain Special Warranty Deed, dated May 13, 1981,
from Union Pacific Land Resources Corporation to Amoco Production Company, and
recorded in Book 178PR at page 229, acquired certain lands in Section 25, Township 20
North, Range 117 West of the Sixth Principal Meridian in Lincoln County, State of
Wyoming, being 583.04 acres, more or less; and
WHEREAS, further pursuant to the CO&O Agreement, Amoco Production
Company, on behalf of the Seller in accordance with the CO&O Agreement, installed,
constructed, operated and maintained a sulfur storage and railcar loading facility.
NOW, THEREFORE, FOR Ten Dollars and other good and valuable
consideration, the. receipt and sufficiency of which are hereby acknowledged, Seller
hereby GRANTS, CONVEYS, and ASSIGNS to Buyer, WITHOUT COVENANT,
REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER,
EXPRESS, STATUTORY OR IMPLIED, EXCEPT AS PROVIDED IN
PARAGRAPH 4, subject to the reservations herein, all of the following (collectively, the
"Properties"):
(a) - all real property, including but not limited to fee and surface ownership of
land, easements, rights-of-way, servitudes, surface leases (and other rights
to use the surface), options to acquire same, to the extent they relate to any
of the interests described in Exhibit "A";
RECEIVED 6/30/2008 at 10:37 AM
RECEIVING # 940154
BOOK: 698 PAGE: 583
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
1
000584
(b) all personal property, improvements, fixtures and other appurtenances, to
the extent situated upon and exclusively used, or situated upon and held
exclusively for use, by Seller in connection with the ownership, operation,
maintenance or repair ofthe interests described in Exhibit "A"; and
(c) all intangible property, including without limitation, the contracts,
agreements, approvals, penn its, licenses and all other instruments, used or
held by Seller solely in connection with the ownership, operation,
maintenance or repair of the interests described in Exhibit "A".
Seller hereby expressly EXCEPT, RESERVE AND RETAIN unto themselves, and
their successors and assigns, any and all properties (whether they be real, personal,
or mixed, contractual or otherwise) described on Exhibit "B" attached hereto and
incorporated by reference herein, as well as all limitations, exceptions and
reservations with respect to the Properties expressly set forth on Exhibit "A"
(collectively, the "Excluded Properties").
TO HA VE AND TO HOLD the Properties, excluding the Excluded Properties,
subject to the following tenns and conditions:
1. Agreements, This Deed is made subject to and is burdened by the terms,
covenants and conditions contained in the contracts, agreements and instruments
associated with or burdening the Properties; and on and after the Effective Time, Buyer
agrees to be bound by, assume the obligations arising under, and perform all of the terms,
covenants and conditions contained therein.
2. Compliance With Laws. This Deed is made subject to all applicable laws,
statutes, ordinances, penn its, decrees, orders, judgments, rules and regulations that are
promulgated, issued or enacted by a governmental entity or tribal authority having
jurisdiction, and Buyer agrees to comply with the same on and after the Effective Time.
3. Successors and Assigns, The terms, covenants and conditions contained in this
Deed are binding upon and inure to the benefit of the Parties and their respective
successors and assigns, and such tenns, covenants and conditions are covenants running
with the land and with each subsequent transfer or assignment of the Properties or any
part thereof.
4, Special Warranty: "AS IS", The Seller warrant title to their interest in the
Properties, subject to the Permitted Encumbrances, unto Buyer, their successors and
assigns, against all persons claiming or to claim the same or any part thereof by, through
or under Seller, but not otherwise. THE PROPERTIES ARE ASSIGNED "AS IS", AND,
EXCEPT AS PROVIDED FOR HEREIN, SELLER MAKE NO, AND EXPRESSLY DISCLAIM AND
NEGATE ANY, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO (a)
MERCHANTABILITY OF THE PROPERTIES, (b) FITNESS OF THE PROPERTIES FOR ANY
PARTICULAR PURPOSE, (c) CONDITION OF THE PROPERTIES AND (d) CONFORMITY OF
THE PROPERTIES TO MODELS OR SAMPLES OF MATERIALS.
2
ù00585
5. Purchase and Sale Agreement. This Deed is made in accordance with and is
subject to the terms, covenants and conditions contained in that certain PURCHASE
AND SALE AGREEMENT dated May 20, 2008, by and between Seller and Buyer
("Purchase and Sale Agreement"), a copy of which can be obtained from Buyer at the
above referenced address. The terms, covenants and conditions of the Purchase and Sale
Agreement are incorporated herein by reference, and if there is a conflict between the
provisions of the Purchase and Sale Agreement and this Deed, the provisions of the
Purchase and Sale Agreement shall control. All capitalized terms set forth in this Deed
shall be given the defInitions set forth herein, and all other capitalized terms set forth in
this Deed shall be given the defInitions provided to them in the Purchase and Sale
Agreement.
EXECUTED on the day and year fIrst referenced above, but effective as
ofthe Effective Time.
FOR SELLER
BP AMERICA PRODUCTION COMPANY
MERIT ENERGY COMPANY, LLC
By:
By:
Name: Thalia R. Gelbs
Name:
Title: Attorney-in-Fact
Title:
CHEVRON U.S.A. INC.
FOREST OIL CORPORATION
By:
By:
Name:
Name:
Title:
Title:
FOR BUYER
ENCANA OIL & GAS (USA) INC.
---u v
5¡uBy: ~~- -
, ,
Name: R lASS eM. f· r.. IrYt "'- I 17-
\
Title: fH.to (' '1 ~- l\ - F'^- vi-
3
·000586
5. Purchase and Sale Agreement. This Deed is made in accordance with and is
subject to the terms, covenants and conditions contained in that certain PURCHASE
AND SALE AGREEMENT dated May 20, 2008, by and between Seller and Buyer
("Purchase and Sale Agreement"), a copy of which can be obtained from Buyer at the
above referenced address. The terms, covenants and conditions of the Purchase and Sale
Agreement are incorporated herein by reference, and if there is a conflict between the
provisions of the Purchase and Sale Agreement and this Deed, the provisions of the
Purchase and Sale Agreement shall control. All capitalized terms set forth in this Deed
shall be given the definitions set forth herein, and all other capitalized terms set forth in
this Deed shall be given the definitions provided to them in the Purchase and Sale
Agreement.
EXECUTED on the day and year first referenced above, but effective as
ofthe Effective Time.
FOR SELLER
BPAMERICAPRODUCTIONCOMPANY
MERIT ENERGY COMPANY, LLC
By:\.ß~ ~
By:
Name: Thalia R. Gelbs
~
Name:
Title: Attorney-in-Fact
Title:
CHEVRON U.S.A. INC,
FOREST OIL CORPORATION
By:
By:
Name:
Name:
Title:
Title:
FOR BUYER
ENCANA OIL & GAS (USA) INC.
By:
Name:
Title:
3
000587
5. Purchase and Sale Agreement. This Deed is made in accordance with and is
subject to the tenns, covenants and conditions contained in that certain PURCHASE
AND SALE AGREEMENT dated May 20, 2008, by and between Seller and Buyer
("Purchase and Sale Agreement"), a copy of which can be obtained from Buyer at the
above referenced address. The tenns, covenants and conditions of the Purchase and Sale
Agreement are incorporated herein by reference, and if there is a conflict between the
provisions of the Purchase and Sale Agreement and this Deed, the provisions of the
Purchase and Sale Agreement shall control. All capitalized tenns set forth in this Deed
shall be given the definitions set forth herein, and all other capitalized tenns set forth in
this Deed shall be given the defmitions provided to them in the Purchase and Sale
Agreement.
EXECUTED on the day and year first referenced above, but effective as
of the Effective Time.
FOR SELLER
BP AMERICA PRODUCTION COMPANY
MERIT ENERGY COMPANY, LLC
By:
By:
Name: Thalia R. Gelbs
Name:
Title: Attorney-in-Fact
Title:
CHEVRON U.S.A. INC.
FOREST OIL CORPORATION
By:
By:
Name: R. L.
Attorney-in-Fact
Name:
Title:
Title:
FOR BUYER
ENCANA OIL & GAS (USA) INC.
By:
Name:
Title:
3
Q00588
5. Purchase and Sale Agreement. This Deed is made in accordance with and is
subject to the terms, covenants and conditions contained in that certain PURCHASE
AND SALE AGREEMENT dated May 20, 2008, by and between Seller and Buyer
("Purchase and Sale Agreement"), a copy of which can be obtained from Buyer at the
above referenced address. The terms, covenants and conditions of the Purchase and Sale
Agreement are incorporated herein by reference, and if there is a conflict between the
provisions of the Purchase and Sale Agreement and this Deed, the provisions of the
Purchase and Sale Agreement shall control. All capitalized terms set forth in this Deed
shall be given the definitions set forth herein, and all other capitalized terms set forth in
this Deed shall be given the definitions provided to them in the Purchase and Sale
Agreement.
EXECUTED on the day and year first referenced above, but effective as
of the Effective Time.
FOR SELLER
BP AMERICA PRODUCTION COMPANY
MERIT ENERGY COMPANY, LLC
Name: Thalia R. Gelbs
By: 7ú1~11J#-
Name: };.././ Plnff
Title: S'I!!.... v¡O
By:
Title: Attorney-in-Fact
CHEVRON U.S.A. INC.
FOREST OIL CORPORA nON
By:
By:
Name:
Name:
Title:
Title:
FOR BUYER
ENCANA OIL & GAS (USA) INC.
By:
Name:
Title:
3
000589
5. Purchase and Sale Agreement. This Deed is made in accordance with and is
subject to the terms, covenants and conditions contained in that certain PURCHASE
AND SALE AGREEMENT dated May 20, 2008, by and between Seller and Buyer
("Purchase and Sale Agreement"), a copy of which can be obtained from Buyer at the
above referenced address. The terms, covenants and conditions of the Purchase and Sale
Agreement are incorporated herein by reference, and if there is a conflict between the
provisions of the Purchase and Sale Agreement and this Deed, the provisions of the
Purchase and Sale Agreement shall control. All capitalized terms set forth in this Deed
shall be given the definitions set forth herein, and all other capitalized terms set forth in
this Deed shall be given the definitions provided to them in the Purchase and Sale
Agreement.
EXECUTED on the day and year first referenced above, but effective as
ofthe Effective Time.
FOR SELLER
BP AMERICA PRODUCTION COMPANY
MERIT ENERGY COMPANY, LLC
By:
By:
Name: Thalia R. . Gelbs
Name:
Title: Attorney-in-Fact
Title:
CHEVRON U,S.A. INC.
Name:
FOREST OIL CORPORA nON
BY~
Name: Stephen Harpham ~
Vice President. Western ReØ
Title:
By:
Title:
FOR BUYER
ENCANA OIL & GAS (USA) INC.
By:
Name:
Title:
3
000590
ACKNOWLEDGMENTS
STATE OF COLORADO §
COUNTY OF DENVER §
The foregoing instrument was acknowledged before me this S-8 day of
0CovIle....- ,2008, by Ru.~sw P. K;NtI'\..~i+ , as,A+brl'\~-J~-Fc..ct on
behalf of EnCana Oil & Gas (USA) Inc., a Delaware Corporation.
My commission expires:
~.;B f1,~
S ' ature
JUDITH B. SISNEROS
NOTARY PUBLIC
STATE OF COLORADO
Name (Printed, Typed or Stamped)
Notary Public in and for the State of úkíCt-.Lo
My Commission Expires 03/1712012
STATE OF TEXAS §
COUNTY OF HARRIS §
The foregoing instrument was acknowledged before me this _ day of
, 2008, by Thalia R. Gelbs, as Attorney-in-Fact on behalf of BP America
Production Company, a Delaware corporation.
My commission expires:
Signature
Name (printed, Typed or Stamped)
Notary Public in and for the State of TEXAS
4
11.
000591.
ACKNOWLEDGMENTS
STATE OF COLORADO §
COUNTY OF DENVER §
The foregoing instrument was acknowledged before me this
, 2008, by , as
behalf of EnCana Oil & Gas (USA) Inc" a Delaware Corporation.
day of
on
My commission expires:
Signature
Name (Printed, Typed or Stamped)
Notary Public in and for the State of _
STATE OF TEXAS §
COUNTY OF HARRIS §
My commission expires:
~..'1':JJl."",
l~"'J~~\
\*í }*i
\' ".~.
~,'f.,~"
PENNY K RASBERRY
MY COMMISSION EXPIRES
AugUSl21,2011
4
STATE OF Texas
§
§
000592
COUNTY OF Harri s
The foregoing instrument was acknowledged before me this .R3ltdday of
May ,2008, by R. L. Life , as Attorney-in-Fact
on behalf of Chevron U.S.A. Inc., a Pennsylvania corporation.
My commission expires: 4/ tp/2 012.
~~ß'I.~~
Signature
DUM H MCCIINDON
__ ComInIMIOn _,..
AprU 6.1012
y~ Þr A )./. Jv1 c. e l.e Md. Òn.
Name (Printed, Typed or Stamped)
Notary Public in and for the State of Texas
§
§
STATE OF
COUNTY OF
The foregoing instrument was acknowledged before me this _ day of
, 2008, by , as
on behalf of Merit Energy Company, LLC, a Delaware limited liability company
My commission expires:
Signature
Name (Printed, Typed or Stamped)
Notary Public in and for the State of _
STATE OF
§
COUNTY OF
§
I
The foregoing instrument was acknowledged before me this _ day of
, 2008, by , as
on behalf of Forest Oil Corporation, a New York corporation.
My commission expires:
Signature
Name (printed, Typed or Stamped)
Notary Public in and for the State of _
5
STATE OF
COUNTY OF
§
§
000593
The foregoing instrument was acknowledged before me this _ day of
, 2008, by , as
on behalf of Chevron U.S,A. Inc., a Pennsylvania corporation,
My commission expires:
Signature
Name (printed, Typed or Stamped)
Notary Public in and for the State of _
STATE OF ~..Q!(lÀ-<; §
COUNTY O~ 0 Go ~ §
The foregoing insVqm~t :ras acknowledged before m~ ~is~~ay of
, 2008, by ~ ~J- rJ clt , as ~ \/1 ú...~
f of Merit Energy Company, LLC, a Delaware limited liability compaµy
>""""""""""""""~
~ ""'\\\~~ ~Z:""" ., ~
~§~on eXp.#"~ANIE LOTI §
~ ·{';J..:jC}~ f Nolary Public, Slale of Texas ~
, " ,r"",, ,- ., '" M r. .. E· 1 0 DB DB ~
~ ~~ 41.111I'\~~...$ Y ,ommlSSlon xplres . ~ ~
~ """',Æ,qrt~\\\'\' ~
~""""""-"-"""""'~
C~flM~~
Signa
ð-~
Name (p ted, Typed or Stamped) 'TV
Notary Public in and for the State of ~
STATE OF
§
COUNTY OF
§
The foregoing instrument was acknowledged before me this _ day of
, 2008, by , as
on behalf of Forest Oil Corporation, a New York corporation.
My commission expires:
Signature
Name (printed, Typed or Stamped)
Notary Public in and for the State of _
5
STATE OF
§
§
000594
COUNTY OF
The foregoing instrument was acknowledged before me this _ day of
, 2008, by , as
on behalf of Chevron U.S,A. Inc., a Pennsylvania corporation.
My commission expires:
Signature
Name (Printed, Typed or Stamped)
Notary Public in and for the State of _
STATE OF
§
§
COUNTY OF
The foregoing instrument was acknowledged before me this _ day of
, 2008, by , as
on behalf of Merit Energy Company, LLC, a Delaware limited liability company
My commission expires:
Signature
Name (Printed, Typed or Stamped)
Notary Public in and for the State of _
STATE OF (í'-l;-uu)¿~ §
COUNTY OF /}J/)/¿l'-f/!..' §
~
j/}-¡, The foregoing in~t~m~nt wa~, acknowledged be~o~e _ m~ ~is ;)? day of
///C,.t..-,,¡ ,2008, by ..J&i?!r:n//Vt,.t..-hÁA!t"" , as ¿ 'f7 Iv{¡,-~-i./~,'hI
on behalf.ðfForest Oil Corporation, a New York c6rporation.
My commission expires:
CJ// r)."-"f
.A·~:(--:}:;;¡·:.;'~~:;,·~;:,;¡~Q~';,
_.'. . ""...,~ ''i:i\i~~
é~~f;::,' . -", \,<~~'" \,:~,
p , .
., .' \'~;(. ':l.~... ~
"~9\~i.;¿il:'l~;)
~4 f Cb-lM-?)
Sign e 1/
~. .- ",-¡¡
\. J (~Ji¡~ f:; { ,)é/7/J,IC't1
Name (Prin ed, Typed or Stamped) .
Notary Public in and for the State of ~ 19 ðZ'
5
EXHIBIT" A"
TO SPECIAL WARRANTY DEED AND BILL OF SALE
000595
PROPERTIES
A tract of land located in part of the NE/4, SE/4NW/4, and S/2 of Section 25,
Township 20 North, Range 117 West of the 6th Principal Meridian, Lincoln
County, Wyoming, being more particularly described as follows:
BEGINNING at a point on the South line of said Section 25, S 89° 57' 52" E,
949.97 feet from the Southwest comer thereof;
Thence N 0° 0'0" E, 1100.69 feet;
Thence N 28° 00' 05" E, 2953.66 feet;
Thence N 80° 55' 18" E, 2522.89 feet to a point on the East line of said Section
25;
Thence along said East line, S 0° 14' 10" E, 1457.91 feet to the E/4 comer;
Thence continuing along the East line thereof S 0° 07' 38" E, 2650.31 feet to the
South line of said Section 25;
Thence N 89° 59' 07" W, 2202.07 feet along said South line to the S/4 comer;
Thence continuing along the South line N 89° 57' 52" W, 1687.84 feet to the
POINT OF BEGINNING.
Containing 300.767 acres, more or less.
6
000596
EXHIBIT "B"
TO SPECIAL WARRANTY DEED AND BILL OF SALE
EXCLUDED PROPERTIES
1. The Properties shall not include: (i) Seller's general corporate books, records and
files, even if containing references to the Properties, (ii) books, records and files which
are not transferable or cannot be disclosed under the terms of any third-party agreement
or applicable Law, (iii) information entitled to legal privilege, including without
limitation, attorney work product and attorney-client communications, (iv) interpretative
data, cores, geological and geophysical data, reserve data and seismic, (v) personnel
information, (vi) income tax information, (vii) records relating to the sale of the
Properties, including proposals, and information relating to litigation and claims retained
by Seller received from and records of negotiations with third parties and economic
analyses associated therewith, and (viii) any books, records or files constituting
"Excluded Properties" in this Exhibit "B".
2. Automation equipment including the wellsite automation equipment, field radio
telemetry system, pressure transmitters, central processing equipment and software that is
associated with Properties, and laptop computers used by personnel associated with the
Properties;
3. Communications hardware, radio frequencies/band width and leased radio tower
space;
4. Contracts and licenses with third parties for technology development or services,
equipment and/or software, and third party equipment, intellectual property or other
property used on or for the Properties;
5. Vehicles other than the switch engine, including trucks, ships and aircraft (and
associated content); I
6. Rights to claim coverage or benefits under Seller's (or any of its Affiliates')
policies of insurance or under any indemnity or bond, and any award under any such
insurance policy, indemnity or bond;
7. Pipelines, equipment, facilities, agreements, easements, rights-of-way, servitudes,
surface leases, subsurface leases, permits and any other rights (contractual or otherwise)
owned by an Affiliate of Seller;
8. Inventory and spare parts owned by Seller or its Affiliates, whether or not held for
use in connection with the Properties (i.e., inventory and spare parts not paid for by the
project);
7
000597
9. A concurrent interest in, to and under, or derived from, the agreements,
easements, rights-of-way, servitudes, surface leases, subsurface leases, penn its and any
other rights (contractual or otherwise) tò the extent that they relate to or affect interests
not subject to this Agreement, including that certain "Right-of-Way" dated March 13,
1981, and "Right-of-Way Amended Spur Road Added" dated June 23, 1988, both of
which were granted by the United States Department of the Interior, Bureau of Land
Management, and designated as W-74556 and WYW-74556, respectively;
10. Any right to use Seller's name, marks or insignia, or to use the name of any
Affiliate of Seller and all of Seller's and Seller's Affiliates intellectual property, including
patents, trade secrets, copyrights, trade marks and service marks; .
11. All amounts due or payable to Seller as adjustments or refunds· under any
contracts affecting the Properties for all periods of time prior to the Effective Time,
specifically including amounts recoverable from audits under operating agreements;
12. All right, title, claims and interests of Seller and Seller's Affiliates, which accrued
prior to the Effective Time, under any employment, consulting, office lease or accounting
service contract;
13. All right, title, claims and interests of Seller and Seller's Affiliates to or under
any policy or agreement of insurance or indemnity, any bond or to any insurance
proceeds or awards.
14. All claims and causes of action of Seller arising from acts, omissions or events, or
damages to or destruction of property, occurring prior to the Effective Time;
15, All proceeds, benefits, refunds, settlement, income or revenue earned and
attributable to the Properties prior to the Effective Time, and claims of Seller for refunds
of or losses carried forward with respect to taxes attributable to the Properties for any
period prior to the Effective Time; and
16, Any other asset, interest or matter expressly excluded by the tenns of the
Agreement.
8