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HomeMy WebLinkAbout949043ASSIGNMENT AND BILL OF SALE KNOW ALL MEN BY THESE 'RESENTS, THAT: G & H Resources, LLC and Black Diamond Minerals, LLC, located at 1600 Stout Street, Suite 1350, Denver, CO 80202, hereinafter referred to as "Assignors", for good and valuable consideration, the receipt of which is hereby acknowledged, does hereby sell, convey, assign and transfer, without warranties or covenants of title, either express or implied, to LODESTONE OPERATING, INC., 120 HAWTHORN PL, PORTLAND, TX 78374 , hereinafter referred to as "Assignee", all of Assignors' right, title and interest, including but not limited to royalty interests, overriding royalty interests, working interests, operating rights and wellbore interests in the properties described in Exhibit "A", attached hereto and made a part hereof and all associated material and equipment thereon (hereinafter referred to as the "Subject Property"). It is understood and agreed that this Assignment and Bill of Sale shall be subject to the following terms and conditions: 1. Assignee hereby acknowledges that it has inspected the Subject Property, and accepts the same "AS IS" and "WHERE IS" and that Assignors make NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, CONDITION OR SERVICEABILITY OF SAID WELLS AND EQUIPMENT. 2. This Assignment and Bill of Sale is subject to all valid contracts, agreements or orders pertaining to the Subject Property. 3. Assignee agrees to properly plug and abandon all wells located on the Subject Property at no expense to Assignors in accordance with applicable law. 4. A. Spills and NORM - Assignee acknowledges that there may have been spills of wastes, crude oil, produced water or other materials in the past onto the Property or in connection with the Interests. In addition, some oil field production equipment may contain asbestos and/or Naturally Occurring Radioactive Material (hereinafter referred to as "NORM"). In this regard Assignee expressly understands that Norm may affix or attach itself to the inside of wells, materials, and equipment as scale, or in other forms, and that said wells, materials, and equipment located on the Property or included in the Interests described herein may contain NORM and that NORM- containing material may be buried or otherwise disposed of on the Property. Assignee also expressly understands that special procedures may be required for the remediation, removal, transportation, and disposal of asbestos and NORM from the Interests and Property where it may be found and that Assignee assumes all liability for or in connection with assessment, remediation, removal, transportation, and disposal of any such materials and associated activities in accordance with all rules, regulation, and requirements of governmental agencies. B. Sale "As Is", "Where Is" - ASSIGNEE UNDERSTANDS AND AGREES THAT THIS SALE IS MADE ON AN "AS IS, WHERE IS" BASIS AND ASSIGNEE RELEASES ASSIGNORS FROM ANY LIABILITY WITH RESPECT THERETO WHETHER OR NOT CAUSED BY OR ATTRIBUTABLE TO ASSIGNORS' NEGLIGENCE AND WHETHER OR NOT ARISING FROM OR IN CONNECTION WITH OR DURING THE PERIOD OF ASSIGNORS' OWNERSHIP OF THE INTERESTS OR USE OF THE PROPERTY. WITHOUT LIMITING THE ABOVE, ASSIGNEE WAIVES ITS RIGHT TO RECOVER FROM ASSIGNORS AND FOREVER RELEASES AND DISCHARGES ASSIGNORS FROM ANY AND ALL DAMAGES, CLAIMS, LOSSES, LIABILITIES, PENALTIES, FINES, LIENS, JUDGMENTS COSTS, AND EXPENSES WHATSOEVER, (INCLUDING, WITHOUT LIMITATION, ATTORNEY'S FEES AND COSTS), WHETHER DIRECT OR INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, THAT MAY ARISE ON ACCOUNT OF OR IN ANY WAY BE CONNECTED WITH THE PHYSICAL CONDITION OF THE PREMISIS OR ANY LAW OR REGULATION APPLICABLE THERETO, INCLUDING, WITHOUT LIMITATION, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMENSATION AND LIABLITY ACT OF 1980, AS AMENDED (42 U.S.C. SS. 9601 et. sew.), THE CLEAN WATER ACT (33 US.SC. SS. 466 et. seMc THE SAFE DRINING WATER ACT (14 U.S.C. SS. 1401 - 1450 et. seq.), THE HAZARDOUS MATERIALS TRANSPORTATION ACT (49 U.S.C. SS. 1801 et. seq.), THE TOXIC SUBSTANCE CONTROL ACT (15 U.S.C. SS. 2601-2629) and all applicable State Laws. RECEIVED 8/21/2009 at 10:13 AM LOT 15791 RECEIVING # 949043 BOOK: 730 PAGE: 336 JEANNE WAGNER I 1K1r%r%1 AI r%ni IAIT\/ /1i COI! 1ZM!RARACP1rfl 1AA/ 0*00337 C. Disposal of Material Substances and Wastes - Assignee shall handle, transport, ` and dispose of and/or discharge any material, substance, or waste from the Interests and Property (including but not limited to produced water, drilling fluids and other associated wastes), whether present before or after the Effective Date, in accordance with applicable local, state and federal laws and regulations. To the extent that the Property is not sold in fee to Assignee, Assignee shall keep records of the types, amounts and location of materials, substances, and wastes which are transported, handled, discharged, released or disposed onsite and offsite. When and if any lease, an interest in which has been assigned pursuant to this Agreement, is terminated, Assignee shall take whatever additional testing, assessment, closure, reporting or remedial action with respect to the Interests and Property that is necessary to meet any local, state or federal requirements directed at protecting human health and the environment in effect at that time and are necessary to restore the surface of the Property. D. Indemnity - Assignee, its successors and assigns, hereby agree to indemnify and defend Assignors, their successors and assigns, from and against all damages, losses, claims, demands, and causes of action (including but not limited to any civil fines, penalties, expenses, costs of clean-up, and plugging liabilities for any and all wells) brought by any and all persons, (including, but not limited to) Assignee's and Assignors' employees, agents, or representatives and also any private citizens, persons, organizations, and any agency, branch or representative of federal, state or local government, on account of any personal injury or death or damage, destruction, loss of property, or contamination of natural resource (including soil, surface water or ground water) resulting from, arising out of any liability caused by, or connected with any environmental condition of the Interests or Property on or before the Effective Time, including but not limited to, presence, disposal or release of any material of any kind in, on or under the Interests, the Property, or other affected property, or at any time caused by or connected with acts or omissions of Assignee, its employees, representatives, or agents with regard to it use, ownership, or operatorship or the Interests or Property. Assignee's indemnification shall extend to and include (i) the negligence of Assignors, Assignee, and parties acting on behalf of Assignee, whether such negligence is active or passive, joint, sole or concurrent, and (ii) Assignors' strict liability. This indemnification shall be in addition to any other indemnity provisions contained in the Agreement, and it is expressly understood and agreed that any terms of this Article shall control over any conflicting or contradicting terms or provisions contained in this agreement. 5. It is the intention and agreement of Assignors and Assignee hereunder that the provisions of this Assignment and Bill of Sale be severable. Should the whole, or any portion of a section or paragraph, be judicially held to be void or invalid, such holding shall not affect other portions which can be given effect without the invalid or void portion. It is also the intent of both parties to convey all ownership held by David & Michelle Neher that were derived from that certain Purchase and Sale agreement dated the first day of August 2005 between Crown Oil & Gas Company, Inc. and Black Diamond Minerals, LLC. whether or not fully explained in the Exhibit "A" TO HAVE AND TO HOLD unto Assignee, its successors and assigns forever the Subject Property and all right and obligations pertaining thereto. This Assignment and Bill of Sale is made WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. IN WITNESS WHEREOF, this Assignment and Bill of Sale is effective as of JUNE 1 , 2009, at 7:00 A.M. local time where the Subject Property is located ("Effective Time"). ASSIGNEE: LODESTONE By: Title: Tye_S~8eal~ L-dCtes-E)r e C ASSIGNORS: G & RESOURCES, LLC ~r~vtS BLACK DIAMOND MINERALS, LLC Assignment and Bill of Sale 2 G & H Resources LLC and Black Diam nd Mine als, LLC To LODESTONE OPERATINU~, ING~. May , 2009 0 00339 STATE OF COLORADO COUNTY OF DENVER ACKNOWLEDGMENTS SS. 49y l 1 The foregoing instrument was acknowledged before me this day of 2009 by . :Z)- 0),-U , mmnas,e_ r for G & H Resources, LLC, a Colorado Limited Liability Company, on behal of said corporation. My commission expires: My Commission Expires 04/17/2009 STATE OF COLORADO COUNTY OF DENVER SS. Notary Public If 111,f" A r ~4® • C " a Pubv G The foregoing instrument was acknowledged before me this day of 2009 by Cot--y y 4a-,L\ . EQ for Black Diamond Minerals, LLC, a Delaware Limited Liability Company, on behalf of said corporation. My commission expires: My Commission Expires 04/17/2009 STATE OF ) COUNTY OF4C%u ) SS* otary Public OX~ v .~a % (P pump °e f1 oe day,. Before me, the undersigned, a Notary Public, in and for said County rd State, on this day of AU6aSt 2009, personally appeared y)h M. Reayis res. L,,.d eSsj~ Oewd personally known 4o me to be the identical persons who executed the within and foregoing 3 instrument, and acknowledge to me that they executed the same as their free and voluntary act and deed, in the capacity stated for the uses and purposes therein set forth. IN WITNESS WHEREOF, I have hereunto set my official signature and affixed my official seal the day and year first above written. My commission expires: Waq I aD I Assignment and Bill of Sale G & H Resources, LLC and Black Diamond Minerals, LLC To LODESTONE OPERATING. INC. May , 2009 ° - e~ Not Public Y o~ Sylvia A Mills My Commission Expires 08/27/2013 OF 3 C-00339 EXHIBIT "A" Attached to and made a part of Assignment and Bill of Sale dated APRIL 17 , 2009, G & H Resources, LLC and BLACK DIAMOND MINERALS, LLC to LODESTONE OPERATING, INC. PART A: FEDERAL LEASES 1. Bird Canyon Federal #10-27 WELL NAME AND LOCATION: Bird Canyon Federal #10-27 Township 26 North, Range 11 I West, 6t" P.M. Section 27: NE/4 Sweetwater County, Wyoming ASSOCIATED LEASES AND LANDS: Lessor: United States Lease WYW-37670 Lease Date: January 1, 1973 Lessee: Sam V. Morse Description: Township 27 North, Range 111 West, 6t" P.M. Section 27: N/2 Sweetwater County, Wyoming RELATED CONTRACTS: Contract: Farmout Agreement Date: December 20, 1982 Parties: Energetics, Inc. and Southland Royalty Company Lands Covered: Township 27 North, Range 111 West, 6th P.M. Section 27: W/2NE/4, NW/4 and other lands not included in this assignment Contract: Farmout Agreement Date: November 18, 1982 Parties: Energetics, Inc. and Natural Gas Corporation of California, et al. Lands Covered: Township 27 North, Range 1 I 1 West, 6th P.M. Section 27: N/2 and other lands not included in this assignment Contract: Farmout Agreement Date: November 15, 1982 Parties: Energetics, Inc. and Marvin Wolf Lands Covered: Township 27 North, Range 111 West, 6t" P.M. Section 27: N/2 and other lands not included in this assignment II. Blue Forest 20-6 and Blue Forest 33-12 WELL NAME AND LOCATION: Blue Forest 20-6 Township 24 North, Range 110 West, 6th P.M. Section 6: C NE/4 Sweetwater County, Wyoming Blue Forest 33-12 Township 24 North, Range 111 West, 6th P.M. Section 12: NWASEA Sweetwater County, Wyoming Assignment and Bill of Sale 4 G & H Resources, LLC and Black Diamond Minerals, LLC To LODESTONE OPERATING,. INC. May , 2009 C*00340 ASSOCIATED LEASES AND LANDS: Lease # WYW-3332 dated effective as of January 1, 1967, insofar and only insofar as said Lease covers the following described lands: Township 24 North, Range 110 West, 6th P.M. Section 6: Lot 1 (37.55), Lot 2 (38.48), S/2NE/4 Sweetwater County, Wyoming Township 24, Range 111 West, 6t" P.M. Section 12: SE/4 Sweetwater County, Wyoming III. Buckhorn Canyon #10-3, #30-3 and #40-3 WELL NAME AND LOCATION: Buckhorn Canyon #10-3 Township 25 North, Range 111 West, 6th P.M. Section 3: SW/4NW/4 Sweetwater County, Wyoming Buckhorn Canyon #30-3 Township 25 North, Range 111 West, 6th P.M. Section 3: NW/4SW/4 Sweetwater County, Wyoming Buckhorn Canyon #40-3 Township 25 North, Range 111 West, 6t" P.M. Section 3: SE/4SE/4 Sweetwater County, Wyoming ASSOCIATED LEASES AND LANDS: Lessor: USA-WYW-112550 Original Lessee: Terra Resources, Inc. Date of Lease: August 1, 1988 Description: Township 25 North, Range 111 West, 6t" P.M. Section 3: Lots 8 and 9 (Dependent Resurvey)(formerly described as Lot 4, SW/4NW/4) Sweetwater County, Wyoming Lessor: USA-WYW-111297 Original Lessee: Terra Resources, Inc. Date of Lease: June 1, 1988 Description: Township 25 North, Range 111 West, 6t" P.M. Section 3: Lots 7, 10 and 15-18, inclusive (Dependent Resurvey)(formerly described as Lot 3, SE/4NW/4, SW/4) Sweetwater County, Wyoming Lessor: USA-WYW-104980 Original Lessee: Terra Resources, Inc. Date of Lease: August 1, 1987 Description: Township 25 North, Range 111 West, 6t" P.M. Section 3: Lots 13, 14, 19, 20 (Dependent Resurvey)(formerly described as SE/4) Sweetwater County, Wyoming Assignment and Bill of Sale 5 G & Ij, jesources, LLC and Black Diamond Minerals, LLC To-LODESTONE OPERATING, INC. May , 2009..... IV. Esposito Federal 40-20 Ov' +34'1 WELL NAME AND LOCATION: Esposito Federal 40-20 Township 28 North Range 111 West, 6t" P.M. Section 20: SW4SE/4 Sublette County, Wyoming ASSOCIATED LEASES AND LANDS: Lease # WYW77883 INSOFAR ANDE ONLY INSOFAR as said Lease covers the following described lands: Township 28 North Range 111 West, 6t" P.M. Section 20: E/2 Section 29: NE/4, SE/4 Section 32: NE/4, SE/4 Sublette County, Wyoming RELATED CONTRACTS Contract: Operating Agreement Date: April 23, 1982 Parties: Energetics, Inc. et al. Lands Covered: Township 28 North Range 111 West 6t" P.M. Section 20: E/2 Section 29: E/2 Section 32: E/2 Sublette County, Wyoming V. Lincoln Road 30-9 WELL NAME AND LOCATION: Lincoln Road 30-9 Township 24 North Range 111 West, 6t" P.M. Section 9: C SE/4 Sweetwater County, Wyoming ASSOCIATED LEASES AND LANDS: Lessor: United States Lease WYWI17035 Lease Date: July 3, 1976 Lessee: Norita M. Wiegand Description: Township 24 North Range 111 West, 6t" P.M. Section 9: S/2 Sweetwater County, Wyoming VI. Lonetree 12-30 WELL NAME AND LOCATION: Lonetree 12-30 Township 13 North, Range 113 West, 6th P.M. Section 30: SW/4NW/4 Uinta County, Wyoming ASSOCIATED LEASES AND LANDS: Lessor: United States Lease WYW126839 Lease date: March 1, 1982 Lessee: Dennis L. Melby Assignment and Bill of Sale 6 G & H Resources, LLC and Black Diamond Minerals, LLC To LODESTONE OPERATING. INC. May , 2009 X034? Description: Township 13 North, Range 113 West, 6th P.M. Section 30: Lots 2 and 3, S/2NE/4, SE/4NW/4, E/2SW/4, N/2SE/4, SW/4SE/4 Uinta County, Wyoming Lessor: United States Lease WYW-83345 Lease date: March 1, 1982 Lessee: Dennis L. Melby Description: Township 13 North, Range 113 West, 6th P.M. Section 30: Lotl, N/2NE/4, NE/4NW/4 Uinta County, Wyoming Lessor: Preston Ross Johnson, IND/TSTC Lessee: Cabot Oil & Gas Corporation Lease date: September 24, 1996 Recorded: September 24, 1996, Book 673, Page 211 Description: Township 13 North, Range 113 West, 6th P.M. Section 30: Lot 4 Uinta County, Wyoming VII. Raptor 910-18 WELL NAME AND LOCATION: Raptor #10-18 Township 24 North, Range 111 West, 6th P.M. Section 18: SE/4NW/4 Lincoln County, Wyoming ASSOCIATED LEASES AND LANDS: Lessor: United States Lease WYW 61042 Lease date: February 1, 1978 Lessee: Clair L. Johnson Description: Township 24 North, Range 111 West, 6th P.M. Section 18: Lots 5 and 6, E/2NW/4 Lincoln County, Wyoming RELATED CONTRACTS: Working Interest Pooling Agreement, Raptor Area, effective November 1, 1984, as amended, by and between Keller-Rubow Petroleum, Inc., Thermal Exploration, Inc. (now Black Diamond Minerals, LLC as assignee of Cabot Oil & Gas Corporation), et al., as recorded in Book 801, at Page 1739, Sweetwater County, Wyoming, and Book 275PR, at Page 72, Lincoln County, Wyoming. Raptor Unit and Unit Operating Agreement No. WYW 049P56-85U879, dated effective May 31, 1984, Sweetwater County, Wyoming. VIII. Raptor #40-18 WELL NAME AND LOCATION: Raptor #40-18 Township 24 North, Range 111 West, 6th P.M. Section 18: C SW/4 Lincoln County, Wyoming ASSOCIATED LEASES AND LANDS: Lessor: United States Assignment and Bill of Sale 7 G & H Resources, LLC and Black Diamond Minerals, LLC To LODESTONE OPERATING, INC. May , 2009 . C-Ou343 Lease WYW 61042 Lease date: February 1, 1978 Lessee: Clair L. Johnson Description: Township 24 North Range 111 West 6th P.M. Section 18: Lot 7 (19.26), 8 (19.16), E/2SW/4 Lincoln County, Wyoming IX. Raptor Federal (a.k.a. Lincoln Road) #10-7 WELL NAME AND LOCATION: Raptor Federal (a.k.a. Lincoln Road) #10-7 Township 24 North Range 111 West, 6th P.M. Section 7: SE/4NW/4 Lincoln County, Wyoming ASSOCIATED LEASES AND LANDS: Lessor: United States Lease WYW47397 Lease date: November 1, 1974 Lessee: Eva Hecht Description: Township 24 North Range 111 West 6th P.M. Section 7: Lots 5 and 6, E/2NW/4 Lincoln County, Wyoming X. Reservoir Unit 10-1 WELL NAME AND LOCATION: Reservoir Unit 10-1 Township 24 North Range 112 West 6th P.M. Section 1: SE/4NW/4 Lincoln County, Wyoming ASSOCIATED LEASES AND LANDS: Lessor: United States Lease WYW85245 Lease date: September 1, 1983 Lessee: Bergo Associates Description: Township 24 North Range 112 West, 6th P.M. Section 1: Lots 3 and 4, SE/4NW/4 Lincoln County, Wyoming RELATED CONTRACTS: Working interest Pooling Agreement, Raptor Area, effective November 1, 1984, as amended, by and between Keller-Rubow Petroleum Inc., Thermal Exploration, Inc. (now Black Diamond Minerals, LLC, as assignee of Cabot Oil & Gas Corporation), et al., as recorded in Book 801, at Page 1739, Sweetwater County, Wyoming, and Book 275PR, at Page 72, Lincoln County, Wyoming. Farmout Letter Agreement dated effective December 9, 1992, as amended by and between ANR Production Company and Washington Energy Exploration, Inc. (now Black Diamond Minerals, LLC, as assignee of Cabot Oil & Gas Corporation). Reservoir Unit (dated effective December 28, 1992 and terminated May 26, 1995) and Reservoir Unit Operating Agreement No. WYW 126097X, Lincoln County, Wyoming. Farmout Agreement, Joint Operating Agreement, dated effective January 29, 1983, as amended by and between Amoco Production Company and Exploration, Inc. (now Black Diamond Minerals, LLC, as assignee of Cabot Oil & Gas Corporation). Assignment and Bill of Sale G & H Resources, LLC and Black Diamond Minerals, LLC To LODESTONE OPERATING, INC. May , 2009 00034. Acreage Trade Agreement, by and between Amoco Production Corporation and Cabot Oil & Gas Production Corporation (now Black Diamond Minerals, LLC, as assignee of Cabot Oil & Gas Corporation, as successor in interest to Cabot Oil & Gas Production Corporation). XI. State 1-16 WELL NAME AND LOCATION: State 1-16 Township 18 North, Range 111 West, 6" P.M. Section 16: SWNW Sweetwater County, Wyoming ASSOCIATED LEASES AND LANDS: State of Wyoming Lease #99-771 dated effective as of December 2, 1999, insofar and only insofar as said Lease covers the Frontier formation on the following described lands: Township 18 North, Range 111 West, 6t' P.M. Section 16: All Sweetwater County, Wyoming XII. Chapel Canyon #30-18 WELL NAME AND LOCATION: Chapel Canyon #30-18 Township 28 North, Range 1.11 West, 6t' P.M Section 18: NE/4SW/4 Sublette County, Wyoming ASSOCIATED LEASES AND LANDS: Lessor: Rock Springs National Bank, Successor Trustee for the Fear Family Trust Lessee: Crown Lease Date: February 12, 1999 Recorded: Book 110 O & G, at Page 563, as Reception No. 272292 Description: Township 28 North, Range 111 West, 6' P.M. Section 18: Lot 3 (19.62), 4 (20.28), NE/4SW/4 (33.00), SE/4SW/4 (26.00) (Land in the E/2SW/4 is the acreage reserved by the Fear family below the High Line Canal as it was in 1931.) Containing 98.90 acres. Sublette County, Wyoming Lessor: Lillian Steadman Gilbert, Jennifer Rose Gilbert and Alicia Ann Gilbert Lessee: Crown Lease Date: August 19, 1999 Recorded: Book 112 O & G, at Page 219, as Reception No. 275027 Description: Township 28 North, Range 111 West, e P.M. Section 18: NE/4SW/4 (7.00), SE/4SW/4 (14.00). Land in the E/2SW4 reserved by the Gilbert (Reardon) family above the line of the High Line Canal as it was in 1931. Lessor: Patricia Ramage Steadman and husband, Harry J. Steadman Lessee: Belco Petroleum Corporation Lease Date: Not known Recorded: Book 51, at Page 568 Description: Township 28 North, Range 111 West, 6r' P.M. Section 18: E/2SW/4 LESS those lands lying east or above the line of survey of the High Line Canal Sublette County, Wyoming Assignment and Bill of Sale 9 G & HResources, LLC and Black Diamond Minerals, LLC To LODESTONE OPERATING, INC. Lessor: 1St National Bank of Kemmerer, Trustee for the Fear Family Trust Lessee: Thomas F. Stroock Lease Date: Not known Recorded: Book 48, at Page 632 Description: Township 28, North, Range 111, West, 6' P.M. Section 18: E/2SW/4 LESS those lands lying east or above the line of survey of the High Line Canal Sublette County, Wyoming AFTER RECORDING, RETURN TO: ENERGYNET, INC. 7201 1-40 WEST, SUITE 319 AMARILLO, TX 79106 Assignment and Bill of Sale 10 G & H Resources, LLC and Black Diamond Minerals, LLC To LODFSTONF OPERATTNf~, INC. May , 2009