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HomeMy WebLinkAbout944264 RECEIVED 12/22/2008 at 12:58 PM RECEIVING # 944264 BOOK: 711 PAGE: 463 JEANNE WAGNER 60û463 ~1~T~F0';1&-~GN ~ LINCOLN COUNTY CLERK, KEMMERER, WY COUNTY OF SWEETWATER § TõG';.~E RETURN T~ CONVEYANCE,ASSIGNMENTANDBILLOFSALE ~OBOX671787, " , OUSTON, TX 77267~1787 For Ten Dollars ($10.00) and other valuable and sufficient consideration received by CITATION 2002 INVESTMENT LIMITED PARTNERSHIP and CITATION 2004 INVESTMENT LIMITED PARTNERSHIP, Texas limited partnership, acting by and through their managing general partner Citation Oil & Gas Corp., a Delaware corporation, whose address is 8223 Willow Place Drive South, Houston, Texas 77070 ("Assignor"), subject to the exceptions and reservations described below and other terms, limitations and conditions herein, Assignor SELLS, TRANSFERS AND CONVEYS unto: MilESTONE ENERGY, CORP. ,5910 S UNIVERSITY BLVD C18432 GREENWOOD VillAGE, CO 80121 ("Assignee"), all of Assignor's right, title, interest and obligations in, under and to: ,i) , " (a) The oil, gas and/or mineral leases described in Exhibit "A" hereto, and any ratifications and/or amendments to such leases, whether or not such ratifications or amendments are described in Exhibit "A", insofar and only insofar as they cover the lands and depths described on Exhibit "A"(the "Leases"); (b) The oil and gas welles) identified on Exhibit "A" hereto and all property and equipment located thereon or used in connection therewith, including, but not limited to pumps, platforms, well equipment (surface and subsurface), saltwater disposal wells, injection wells, plugged wells, abandoned wells, water wells, lines and facilities, sulfur recovery facilities, compressors, compressor stations, dehydration facilities, treating facilities, pipelines, gathering systems, gathering lines, flow lines and transportation lines, valves, meters, separators, tanks, tank batteries, existing and reclaimed pits and other fixtures, communication equipment and all personal property associated or used in conjunction with present production, gathering, storing, measuring, treating, operating, maintaining, marketing or transportation of production from the Leases or lands pooled therewith (the "Equipment"); (c) To the extent transferable, all contracts and contractual rights insofar as they relate to the Leases and Equipment, including but not limited to, unit agreements and orders, servitudes, easements, rights-of-way, permits, surface leases and rights, subleases and assignments, operating agreements, farmout and farmin agreements, leases, options, licenses, orders and similar rights leased or owned by Assignor, and oil and gas sales, purchase, exchange, transportation, gathering and processing contracts and agreements (the "Contracts"); ¿? zó if Assignor EXCEPTS and RESERVES from the Leases, Equipment and Contracts: (a) Assignor's rights, title and interests to the extent such are attributable to rights and interests retained by Assignor; (b) all rights and claims of any nature in favor of Assignor relating to any time period prior to the Effective Date (as hereinafter defined); (c) Assignor's rights, titles, claims and interests for all periods prior to the Effective Date (as hereinafter defined) to any insurance or condemnation proceeds or awards, or under any policy or agreement of insurance or indemnity; (d) claims of Assignor for any refund or loss carry forward for taxes; ( e) except as otherwise specifically herein provided, all monies, proceeds, benefits, receipts, credits, income, or revenues attributable to periods prior to the Effective Date (as hereinafter defmed); (f) all amounts due to Assignor as adjustments to insurance premiums for periods prior to the Effective Date (as hereinafter defmed); (g) Assignor's master service agreements, supplier contracts, storage or warehouse agreements and insurance contracts; (h) surface fee interests, surface leases, easements, rights-of-way and other surface rights related to any interest in the Leases, Equipment and/or Contracts retained by Assignor; and (i) all amounts due Assignor for credits, accounts, claims, payments, rebates, receivables, adjustments or other things of value from electrical and other utilities related to the Assets for periods prior to the Effective Date (as hereinafter defined). The interests herein conveyed in the Leases, Equipment and Contracts are hereinafter sometimes called the "Assigned Interests". TO HAVE AND TO HOLD all and singular the Assigned Interests, together with all rights, titles, interests, estates, remedies, powers and privileges thereunto appertaining unto Assignee and Assignee's successors and assigns forever; this Conveyance, Assignment and Bill of Sale (this "Assignment") is without warranty whatsoever, express, statutory, or implied as to description, title, condition, quality, value, fitness for purpose, merchantability, environmental quality or otherwise. Assignee is acquiring the Assigned Interests on a "WHERE IS" and "AS IS" basis. This Assignment is effective as of December 1,2008 (the "Effective Date"). This Assignment is expressly subject to the following agreements between Assignor and Assignee: 1. This Assignment is without any warranty, express, implied or statutory. ASSIGNOR EXPRESSLY DISCLAIMS AND NEGATES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE, RELATING TO THE PHYSICAL CONDITION OF THE ASSIGNED INTERESTS OR THE SUITABILITY OF THE ASSIGNED INTERESTS FOR A PARTICULAR Sale No. 227C Lot 133 ûOv464 PURPOSE. ANY PERSONAL PROPERTY ATTRIBUTABLE TO THE ASSIGNED INTERESTS IS TRANSFERRED IN AN "AS IS, WHERE IS AND WITH ALL FAULTS" CONDITION; ASSIGNOR MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, QUALITY, CONDITION, OR FITNESS FOR A PARTICULAR PURPOSE OR USE OF ANY SUCH PERSONAL PROPERTY. ASSIGNOR AND ASSIGNEE AGREE THAT THIS PROVISION HAS BEEN NEGOTIATED AT ARMS LENGTH AND THAT THE PURCHASE PRICE REFLECTS THE INCLUSION OF THIS PROVISION. ASSIGNOR AND ASSIGNEE AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF CERTAIN WARRANTIES CONTAINED IN THIS SECTION ARE "CONSPICUOUS" DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER. 2. Assignor makes no representation as to the accuracy or completeness of any data, information or materials at any time furnished to Assignee in connection with this Assignment or as to the quality or quantity of hydrocarbon reserves (if any) attributable to the Assigned Interests or the current or future ability of the Assigned Interests to produce hydrocarbons. 3. This Assignment is subject to and Assignee shall assume the obligations of the Leases and the Contracts and all burdens and encumbrances of any kind whatsoever related to the Assigned Interests, including, but not limited to, royalties, overriding royalties, production payments, operating agreements, assignments, conveyances and reassignment obligations. This Assignment is further subject to and Assignee shall assume all obligations concerning use and operation of the Assigned Interests under applicable local, state and federal laws and regulations. 4. Ad valorem taxes shall be apportioned between Assignor and Assignee as of the Effective Date. Assignee is obligated to make the payment for the current year's assessment regardless of the basis of the assessment. The ad valorem taxes shall be valued at the assessment for the tax year in which the Effective Date occurs, or, if that assessment is not known, at the assessment for the previous tax year. 5. THE ASSIGNED INTERESTS HAVE BEEN USED FOR OIL AND GAS DRILLING AND PRODUCING OPERATIONS, RELATED (DISPOSAL AND OTHER) OILFIELD OPERATIONS AND THE STORAGE AND TRANSPORTATION OF OIL, GAS, OTHER PRODUCED SUBSTANCES AND WASTE MATERIALS. PHYSICAL CHANGES IN THE LAND MAY HAVE OCCURRED AS A RESULT OF SUCH USES. THE ASSIGNED INTERESTS ALSO MAY CONTAIN BURIED PIPELINES, PITS AND OTHER EQUIPMENT AND MATERIALS, WHETHER OR NOT OF A SIMILAR NATURE, THE LOCATIONS OF WHICH MAY NOT NOW BE KNOWN BY ASSIGNOR OR BE READILY APPARENT BY A PHYSICAL INSPECTION OF THE PROPERTY. ASSIGNEE UNDERSTANDS THAT ASSIGNOR DOES NOT HAVE THE REQUISITE INFORMATION WITH WHICH TO DETERMINE NOR DOES ASSIGNOR UNDERTAKE THE OBLIGATION TO DETERMINE THE EXACT NATURE OR CONDITION OF THE ASSIGNED INTERESTS OR THE EFFECT ANY SUCH USE HAS HAD ON THE PHYSICAL CONDITION OF THE ASSIGNED INTERESTS. 6. ASSIGNEE ACKNOWLEDGES THAT (i) IT HAS BEEN AFFORDED AN OPPORTUNITY TO (a) EXAMINE THE ASSIGNED INTERESTS AND SUCH MATERIALS AS IT HAS REQUESTED TO BE PROVIDED TO IT BY ASSIGNOR, (b) DISCUSS WITH REPRESENTATIVES OF ASSIGNOR SUCH MATERIALS AND THE NATURE AND OPERATION OF THE ASSIGNED INTERESTS AND (c) INVESTIGATE THE CONDITION, INCLUDING SUBSURFACE CONDITION, OF THE REAL PROPERTY AND THE CONDITION OF THE EQUIPMENT; (ii) IT HAS ENTERED INTO THIS ASSIGNMENT ON THE BASIS OF ITS OWN INVESTIGATION OF THE PHYSICAL CONDITION OF THE ASSIGNED INTERESTS, INCLUDING SUBSURFACE CONDITION; (iii) THE ASSIGNED INTERESTS HAVE BEEN USED IN THE MANNER AND FOR THE PURPOSES SET FORTH ABOVE AND THAT PHYSICAL CHANGES TO THE ASSIGNED INTERESTS MAY HAVE OCCURRED AS A RESULT OF SUCH USE; (iv) IN ENTERING INTO THIS ASSIGNMENT, ASSIGNEE HAS RELIED SOLELY ON ITS INDEPENDENT INVESTIGATION OF, AND JUDGMENT WITH RESPECT TO, THE EQUIPMENT AND THE OTHER ASSIGNED INTERESTS AND THE ADVICE OF ITS OWN LEGAL, TAX, ECONOMIC, ENVIRONMENTAL, ENGINEERING, GEOLOGICAL AND GEOPHYSICAL ADVISORS AND NOT ON ANY COMMENTS OR STATEMENTS OF ANY REPRESENTATIVES OF, OR CONSULTANTS OR ADVISORS ENGAGED BY ASSIGNOR; AND (v) LOW LEVELS OF NATURALLY OCCURRING RADIOACTIVE MATERIAL ("NORM") AND MAN-MADE MATERIAL FIBERS ("MMMF") MAY BE PRESENT AT SOME LOCATIONS. ASSIGNEE ACKNOWLEDGES THAT NORM IS A NATURAL PHENOMENON ASSOCIATED WITH MANY OIL FIELDS IN THE U.S. AND THROUGHOUT THE WORLD. ASSIGNEE ACKNOWLEDGES THAT IT MUST MAKE ITS OWN DETERMINATION OF THIS PHENOMENON AND OTHER CONDITIONS. ASSIGNOR DISCLAIMS ANY LIABILITY ARISING OUT OF OR IN CONNECTION WITH ANY PRESENCE OF NORM OR MMMF ON THE ASSIGNED INTERESTS AND EFFECTIVE AT CLOSING, ASSIGNEE SHALL ASSUME THE RISK THAT THE ASSIGNED INTERESTS MAY CONTAIN WASTES, CONTAMINANTS OR POLLUTION, AND THAT ADVERSE PHYSICAL CONDITIONS, INCLUDING THE PRESENCE OF WASTES, CONTAMINANTS OR POLLUTION, MAY NOT HAVE BEEN REVEALED BY ASSIGNEE'S INVESTIGATION. EFFECTIVE AT CLOSING, ALL RESPONSIBILITY AND LIABILITY RELATED TO DISPOSAL, SPILLS, WASTE, CONTAMINANTS OR POLLUTION ON AND BELOW THE ASSIGNED INTERESTS SHALL BE TRANSFERRED FROM ASSIGNOR TO ASSIGNEE AND ASSIGNEE SHALL INDEMNIFY, DEFEND, SAVE, DISCHARGE, RELEASE AND HOLD ASSIGNOR HARMLESS THEREFROM. 7. ASSIGNEE HEREBY SPECIFICALLY RELEASES ASSIGNOR FROM, AND AGREES TO FULLY DEFEND, PROTECT, INDEMNIFY AND HOLD HARMLESS ASSIGNOR, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS AND AGENTS, FROM AND AGAINST, EACH AND EVERY CLAIM, DEMAND, PENALTY, FINE, LIEN, JUDGMENT, ACTION, CAUSE OF ACTION, OR LAWSUIT, AND ANY LIABILITY, COST, EXPENSE, DAMAGE OR LOSS, INCLUDING COURT COSTS AND ATTORNEY'S FEES, THAT MAY BE ASSERTED BY ANY THIRD PARTY, INCLUDING ASSIGNEE'S OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS AND AGENTS, RELATING TO GAS IMBALANCES RESPECTING THE WELLS CONVEYED WHETHER ARISING UNDER THE TERMS OF ANY GAS BALANCING OR OTHER SIMILAR AGREEMENT, BY OPERATION OF LAW OR OTHERWISE. 8. ASSIGNEE WAIVES ITS RIGHTS UNDER THE TEXAS DECEPTIVE TRADE PRACTICES- . CONSUMER PROTECTION ACT, SECTION 17.41 ET SEQ., TEXAS BUSINESS & COMMERCE CODE. 9. ASSIGNEE SHALL INDEMNIFY ASSIGNOR AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS AND AGENTS, FROM ANY AND ALL LIABILITIES, COSTS, EXPENSES AND CLAIMS OF ANY KIND OR CHARACTER ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THE ASSIGNED INTERESTS, REGARDLESS OF WHETHER THE SAME RELATE TO ACTIONS OR Page 2 of5 úOû465 EVENTS OCCURRING BEFORE, ON OR AFTER THE EFFECTIVE DATE, AND REGARDLESS OF ANY SOLE, JOINT OR CONCURRENT NEGLIGENCE, LIABILITY, BREACH OR OTHER FAULT OR RESPONSIBILITY OF ASSIGNOR OR ANY THIRD PERSON. ASSIGNEE SHALL ASSUME AND SHALL FULLY SATISFY ALL OF ASSIGNOR'S OBLIGATIONS AND RESPONSIBILITIES WITH RESPECT TO THE ASSIGNED INTERESTS, INCLUDING BUT NOT LIMITED TO THE TERMS AND PROVISIONS OF THE LEASES AND CONTRACTS AND ALL LAWS AND REGULATIONS, INCLUDING BUT NOT LIMITED TO APPLICABLE ENVIRONMENTAL LAWS, AND ALL PLUGGING AND ABANDONMENT OBLIGATIONS AND RESPONSIBILITIES. ASSIGNEE COVENANTS NOT TO SUE ASSIGNOR OR ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS AND AGENTS WITH REGARD TO ANY CLAIM OR LIABILITY RELATING TO THE ASSIGNED INTERESTS OR THIS TRANSACTION REGARDLESS OF WHETHER THE SAME RELATE TO ACTIONS, EVENTS OR CONDITIONS OCCURRING BEFORE, ON OR AFTER THE EFFECTIVE DATE. ASSIGNOR, AT ITS SOLE OPTION, MAY REQUIRE ASSIGNEE TO OBTAIN A BOND, LEITER OF CREDIT OR OTHER GUARANTY (AS MAY BE THE CASE, THE "GUARANTY") FOR ASSIGNOR'S BENEFIT IN A FORM AND AMOUNT ACCEPTABLE TO ASSIGNOR TO SECURE THE PERFORMANCE BY ASSIGNEE OF ITS OBLIGATIONS HEREUNDER. THE GUARANTY SHALL BE MAINTAINED AT ALL TIMES AT ASSIGNEE'S SOLE COST AND EXPENSE UNTIL ASSIGNOR IS SATISFIED THAT ALL OBLIGATIONS HEREUNDER HAVE BEEN COMPLETELY FULFILLED. ASSIGNEE'S OBLIGATIONS HEREUNDER ARE NOT LIMITED BY THE AMOUNT OF THE GUARANTY. 1O.ASSIGNOR SHALL HAVE THE RIGHT AT ALL TIMES TO PARTICIPATE, AT ITS OWN EXPENSE, IN THE PREPARATION FOR AND CONDUCTING OF ANY HEARING OR TRIAL RELATED TO THE INDEMNITIES SET FORTH IN THIS ASSIGNMENT, AS WELL AS THE RIGHT, AT ITS OWN EXPENSE, TO APPEAR ON ITS OWN BEHALF OR TO RETAIN SEPARATE COUNSEL TO REPRESENT IT AT ANY SUCH HEARING OR TRIAL. I , I 11. Assignor and Assignee agree to execute, acknowledge and deliver or to cause to be executed, acknowledged and delivered any and all further instruments of con~eyance, assignment or transfer and all such notices, transfer orders, division orders, releases, acquittances and otlier instruments, documents and writings, and take such other actions, as may be reasonably necessary to carry out th~ provisions of this Assignment and to transfer all of the rights, properties, interests, estates and assets intended to be transferred pursuant to this Assignment to Assignee. If this Assignment includes the conveyance of all or parti of any state or federal oil and gas lease(s), Assignor and Assignee shall execute such Assignment of Record Title Interest and Transfer of Operating Rights (Sublease) fonus as necessary to convey to Assignee any governmental record title owned by Assignor in such lease(s) and for Assignor to retain operating rights in any lands and depths retained by Assignor in such lease(s). Promptly after the Closing, Assignee shall notify all operators, non-operators, oil and gas purchasers, government agencies and royalty owners that it has purchased the Assigned Interests, and shall properly file and record all conveyance and transfer documents. Assignor does not covenant or warrant in any way that Assignee shall become successor operator of the Assigned Interests or portions thereof which Assignor may presently operate. 12. This instrument binds the parties and their successors and assigns, and the tenus and covenants hereof shall be deemed covenants running with the land and the Leases. 13. All oil and gas and other minerals produced prior to the Effective Date attributable to the Assigned Interests shall continue to be the property of Assignor, including the oil remaining in the tanks on the Effective Date. All oil and gas and other minerals produced on and after said Effective Date attributable to the Assigned Interests shall be the property of Assignee. 14. All capital costs, lease rentals, shut-in royalties, overhead or other sums, including, without limitation, (i) all royalty and overriding royalty attributable to the Assigned Interests and (ii) all operating expenses and overhead attributable to the Assigned Interests, and accruing or otherwise attributable to the period of time prior to tlle Effective Date, shall be the obligation of Assignor. All capital costs, lease rentals, shut-in royalties, overhead or other sums including, without limitation, (i) all royalty and overriding royalty attributable to the Assigned Interests and (ii) all operating expenses and overhead attributable to the Assigned Interests, and accruing or otherwise attributable to the period of time on or after the Effective Date shall be the obligation of Assignee. 15. Income taxes, franchise and similar taxes attributable to the Assigned Interests shall be the responsibility of the party incurring same. Severance taxes attributable to the Assigned Interests shall be allocated to each party based on the ownership as of the Effective Date of the hydrocarbon production giving rise to the liability. All taxes other than income taxes that are imposed on or with respect to the production of oil, natural gas or other hydrocarbons or minerals or the receipt of proceeds there from, including but not limited to severance, production, and excise taxes, shall be apportioned between the parties based upon the respective shares of production taken by the parties as of the Effective Date. From and after the date of execution by Assignee of this Assignment, Assignee shall be responsible for paying or witlÙ10lding or causing to be paid or withheld all such taxes and for filing all statements, returns, and documents incident thereto, including but not limited to any quarterly returns due after the date of execution of this Assignment by Assignee, which may include production data for periods prior to the Effective Date. Assignee shall be responsible for any sales or use taxes which may be assessed. For Assigned Interests located in Wyoming, if any, each party shall render an Annual Gross Products Return for the months in which it is responsible hereunder for severance tax and production reporting. 16. All prepaid insurance premiums, utility charges, taxes, rentals and any other prepaids applicable to periods of time on or after the Effective Date, if any, and attributable to the Assigned Interests shall be reimbursed to Assignor by Assignee. All accrued payables applicable to periods of time before the Effective Date, if any, and attributable to tlle Assigned Interests shall be the responsibility of Assignor. 17. Assignee shall assume all of Assignor's gas production imbalance accounts related to the Assigned Interests. If overproduction or underproduction is identified at a later date, then Assignee hereby accepts, assumes and agrees to bear any and all such imbalance without cost, exp~nse or liabilio/ to Assignor. Assignee u?derstan~s that the existence of a gas imbalance in the fonu of overproductlOn may result 111 a cash payment by Assignee or m Assignee's inability to further produce and sell gas. Further, to the ext.ent ~ny of the wells may be underp~oduced, Assignor does not warrant that any rights of makeup or cash payment eXist with respect to such underproductlOn. 18. Within one hundred twenty (120) days after tlle Effective Date, Assignor shall prepare a fmal settlement statement (the "Final Statement") setting forth the amounts owed by Assignor to Assignee and by Assignee to Assignor in accordance with this Assignment, and showing the calculation of the net amount due. Assignor shall submit the Final Statement to Assignee and shall afford Assigne~ access to Ass~gnor's rec~rds pertaining to the computations contained in the Final Statement. As soon as practicable .after r~celpt of tlle Fmal Statement, Assignee shall deliver to Assignor a written report containing any changes which Assignee proposes be Page 3 of5 êOD466 made to the Final Statement. The parties shall agree with respect to the amounts due pursuant to the Final Statement not later than thirty (30) days after Assignee's receipt of the Final Statement. Within five (5) business days after such date of agreement, Assignee shall pay to Assignor, or Assignor shall pay to Assignee, in immediately available funds, the net amount due. Any revenues received or costs and expenses paid by Assignee after the Final Statement which are attributable to the ownership or operation of the Assigned Interests before the Effective Date shall be billed or reimbursed to Assignor, as appropriate. Any revenues received or costs and expenses paid by Assignor after the Final Statement which are attributable to the ownership or operation of the Assigned Interests on or after the Effective Date, and not expressly reserved by Assignor herein, shall be billed or reimbursed to Assignee, as appropriate. 19. Assignee represents to Assignor that: (a) it is an entity duly organized, validly existing and in good standing under the laws of the state of its incorporation and/or registration, and if a corporation is duly qualified to do business and if a partnership is duly registered in the state where the Assigned Interests are located; (b) it has all the requisite power and authority necessary to enter into this Assignment and the transactions contemplated hereby and to perfonn all its obligations hereunder; (c) its execution, delivery and perfonnance of this Assignment and the transactions contemplated hereby will not: (i) violate or conflict with any provision of its Certificate of Incorporation, By-Laws, limited partnership agreement or other organization or governing documents; (ii) result in the breach of any tenn or condition of, or constitute a default (or in the event that with the lapse of time or notice, or both, would constitute a default) or cause the acceleration of, any obligation under any agreement or instrument to which it is a party or by which it is bound; (iii) violate or conflict with any applicable judgment, decree, ruling, order, permit, law, rule or regulation applicable to it; or (iv) to the best of its knowledge and belief, violate any applicable law, rule or regulation; (d) this Assignment has been duly executed and delivered on its behalf, and all documents and instruments required hereunder have been or will be duly executed and delivered; (e) this Assignment, and all such documents and instruments shall constitute legal, valid and binding obligations enforceable in accordance with their respective terms, except to the extent enforceability may,be affected by bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors' rights generally; (t) it has been represented by legal counsel of its own selection who has reviewed this Assignment; (g) it is not a foreign person, as defined in Internal Revenue Code Section l445(t)(3); (h) it shall comply with all applicable laws, ordinances, rules and regulations; (i) it intends to acquire the Assigned Interests for its own benefit and account and is not acquiring the Assigned Interests with the intent of distributing fractional undivided interests in them or otherwise selling them in a manner that would be subject to regulation by federal or state securities laws; G) it is in the business of acquiring oil and gas assets, has the knowledge and experience in fmancial and business matters to enable it to evaluate the merits and risks of the transactions contemplated hereby, and is not in a significantly disparate bargaining position; (k) it has sought and received the advice of qualified legal counsel in evaluating and entering into the transactions contemplated hereby; and (1) it is able to satisfy the requirements of financial security necessary to operate the Assigned Interests and to obtain regulatory approvals, and it is able to furnish to Assignor the Guaranty provided for in Paragraph 9 above. 20. Immediately after the execution of this Assignment, Assignor and Assignee shall provide transfer orders and/or letters in lieu of transfer orders on fonns approved by Assignor to the purchaser(s) of oil and gas production from the Assigned Interests, and such otller designated persons who may be responsible for disbursing payments for the purchase of such production, indicating the change of ownership of the Assigned Interests. EXECUTED by Assignor and Assignee on the dates set forth in their respective acknowledgements attached to this Assignment, but to be effective, however, as of the Effective Date. "ASSIGNOR" CITATION 2002 INVESTMENT LIMITED PARTNERSHIP CITATION 2004 INVESTMENT LIMITED PARTNERSHIP By: CITATION OIL & GAS CORP., its era) Partner By: "ASSIGNEE" MILESTONE ENERGY, CORP. BY:~ Name: B::cz..c.. ClrGU; Title: Pr<~D~ Page 4 of 5 ~ ').. 1 . I ò3 PARTNERSHIP ACKNOWLEDGEMENT 00&467 STATE OF TEXAS COUNTY OF HARRIS § § This instrument was acknowledged before me on the ~ day of ~008, by Robert T. Kennedy, Senior Vice President of Citation Oil & Gas Corp., a Delaware corporation, general partner of Citation 2002 Investment Limited Partnership, a Texas limited partnership. My Commission Expires: CHA F. BILSKI Notary Public State ofTexas MyComm.Exp.11-27;010 "':':i. f I í ~rM- '-\- 'þlWi m\~œ rle!~ Printed Name ;?Notary Public PARTNERSHIP ACKNOWLEDGEMENT STATE OF TEXAS § COUNTY OF HARRIS § This instrument was acknowledged before me on the ~day Of~008, by Robert T. Kennedy, Senior Vice President of Citation Oil & Gas Corp., a Delaware corporation, general partner of Citation 2004 Investment Limited Partnership, a Texas limited partnership. My Commission Expires: CHARLENE F. BILSKI Notary Public State of Texas My Comm, Exp.11-27·2010 CORPORATE ACKNOWLEDGMENT CXoA~~~-8l~~ m~\eref ßll~'6 Printed Name jfNotary Public STATE OF uJlr~ § COUNTYO~~ § _ /.1 .. - iuslrument was acr~dged bero,. me?n th~_;r t00v L ' 2008, by \J..lL.Q.~ ' l~+ Of~:O ð ~tß C¥ ' a )Q...,Qah.x..I..L- corporation, n behalf of said corporation. M tate of Laramie \<\Yarning My Commission Expires 1111612011 &cu.A-O. ~ 1r" NP;¡ Public A I _ I...... 16b~a.. . "'-DI I Printed Name of Notary Public ACKNOWLEDGEMENT STATEOF~I~ § COUNTY ~ -o;'lJ _ § /1.. 1\. This instrum t was on th~4:-k..day of \.....~ oJ. , 2008, by <l~~ . , known to me to be the person whose name is subscribed to the £ ego in instrument, and ac 0 ledged to me that he/she executed the same for the purposes and consideration therein expressed and in the capacity therein stated. 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