HomeMy WebLinkAbout950700ASSIGNMENT, BILL OF SALE AND CONVEYANCE 006537
THIS ASSIGNMENT, BILL OF SALE AND CONVEYANCE
"Assignment dated effective this 1 day of November 2009 (the "Effective Time is
from ENCANA OIL GAS (USA) INC., a Delaware corporation whose address is 370
1 7 th Street, Suite 1700, Denver, Colorado 80202 "Assignor to
PENROC OIL CORPORATION whose address is
P.O. BOX 2769, HOBBS, NM 88241 "Assignee
WHEREAS, pursuant to that certain Mineral Deed dated as of even date
hereof (the "Mineral Deed Assignor has conveyed to Assignee certain mineral interests
located in Sections 20 and 32, Township 20 North, Range 112 West, Lincoln County,
Wyoming (the "Mineral Interests
WHEREAS, by virtue of ownership of the Mineral Interests, Assignor has
acquired certain interests in other property included within the Assets (the "Mineral
Interest Assets which such Mineral Interest Assets are conveyed to Assignee pursuant
to the terms and conditions of this Assignment;
WHEREAS, in addition to the Mineral Interest Assets, Assignor is the
successor to the lessor of the lease described in Exhibit A (the "Leasehold Interest') and,
as such, is entitled, among other rights, to receive royalty payments in accordance with
the terms of such lease.
NOW THEREFORE, for $10.00 and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor
hereby sells, assigns, transfers, grants, bargains, and conveys to Assignee all of
Assignor's right, title and interest, if any, in and to the following (all of which are called
the "Assets" and include, subject to the terms and conditions of this Assignment, the
Mineral Interest Assets and Leasehold Interest"):
1. The oil and gas leases and other leasehold interests described in
Exhibit A (the "Leases all right, title and interest in and to the oil, gas and all other
hydrocarbons, whether liquid or gaseous (the "Hydrocarbons in, on or under or that
may be produced from the lands covered by the Leases (the "Lands after the Effective
Time;
2. The oil and gas wells located on the Leases and Lands, or lands
pooled or unitized therewith as described in Exhibit B (the "Wells and /or the right to
receive royalty payments attributable to the production from such Wells, and all personal
property and equipment associated with the Wells as of the Effective Time;
3. The rights, to the extent transferable, in and to all existing and
effective unitization, pooling and communitization agreements, declarations and orders,
LOT 16490
RECEIVED 11/23/2009 at 11:44 AM
RECEIVING 950700
BOOK: 736 PAGE: 537
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
600538
to the extent that they relate to or affect any of the interests described in Sections 1 and 2
or the post- Effective Time production of Hydrocarbons from the Leases and Lands;
4. The rights, to the extent transferable, in and to Hydrocarbon sales,
purchase, gathering, transportation and processing contracts, operating agreements,
partnership agreements, farmout agreements and other contracts, agreements and
instruments relating to the interests described in Sections 1 -3 and described in Exhibit C,
excluding however, any insurance contracts, (together "Material Contracts
5. All of the personal property, fixtures, improvements, and to the
extent transferable, permits, licenses, approvals, servitudes, rights -of -way, easements and
other surface rights located on or used in connection with the properties and interests
described in Sections 1 -4 to the extent that they are located on the Leases and Lands as of
the Effective Time; and,
6. The files, records, data and information relating to the items
described in Sections 1 -3 maintained by Assignor (the "Records but excluding the
following: (i) all of Assignor's internal appraisals, seismic and interpretive data related to
the Assets, (ii) all information and data under contractual restrictions on assignment, (iii)
all information subject to a privilege, (iv) Assignor's corporate financial, employee and
general tax records that do not relate to the Assets, and (v) all accounting files that do not
relate to the Assets.
The Assets do not include, and Assignor hereby expressly excepts and excludes
therefrom and reserves unto itself (collectively, the "Excluded Assets
1. All rights and causes of action in favor of Assignor arising,
occurring or existing prior to the Effective Time with respect to the Assets (including, but
not limited to, any and all contract rights, claims, receivables, revenues, recoupment
rights, recovery rights, and accounting adjustments, policies of insurance or under any
indemnity or bond (any award under any such insurance policy, indemnity or bond), or
other claims of any nature in favor of Assignor and relating or accruing to any time
period prior to the Effective Time);
2. All corporate, financial, tax and legal (other than title) records of
Assignor, other than the Records;
3. Any refund or claim for refund of costs, taxes or expenses borne
by Assignor attributable to the period prior to the Effective Time;
4. Interpretative data, cores, geological and geophysical data, reserve
data and seismic; and,
5. Records relating to the sale of the Assets, including proposals, and
information relating to litigation and claims retained by Assignor received from and
records of negotiations with third parties and economic analyses associated therewith;
2
040539
TO HAVE AND TO HOLD the Assets unto Assignee and its successors
and assigns forever.
This Assignment is made and accepted expressly subject to the following
terms and conditions:
a. This Assignment is made subject to, as applicable, all existing and
valid reservations, restrictions, encumbrances, leases and deeds (i) relating to the Assets,
and/or (ii) set forth in the Exhibits to this Assignment.
b. THIS ASSIGNMENT IS MADE WITHOUT WARRANTY
OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO TITLE
OR OTHERWISE, AND ASSIGNOR EXPRESSLY DISCLAIMS AND NEGATES
THE SAME. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, ASSIGNOR MAKES NO REPRESENTATION OR WARRANTY
AS TO (i) THE AMOUNT, VALUE, QUALITY, OR DISCOVERABILITY OF
PETROLEUM, NATURAL GAS OR OTHER RESERVES ATTRIBUTABLE TO
THE ASSETS OR (ii) ANY GEOLOGICAL, ENGINEERING OR OTHER
INTERPRETATIONS OF ECONOMIC VALUATION. FURTHERMORE,
ASSIGNOR EXPRESSLY DISCLAIMS AND NEGATES ANY WARRANTY AS
TO THE CONDITION OF ANY PERSONAL PROPERTY, EQUIPMENT,
FIXTURES AND ITEMS OF MOVABLE PROPERTY COMPRISING ANY
PART OF THE ASSETS, INCLUDING (A) ANY IMPLIED OR EXPRESS
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, (B) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY
TO MODELS OR SAMPLES OF MATERIALS, (C) ANY RIGHTS OF
ASSIGNEE UNDER APPLICABLE STATUTES TO CLAIM DIMINUTION OF
CONSIDERATION, AND (D) ANY CLAIM BY ASSIGNEE FOR DAMAGES
BECAUSE OF DEFECTS, WHETHER KNOWN OR UNKNOWN, IT BEING
EXPRESSLY UNDERSTOOD BY ASSIGNEE THAT SAID PERSONAL
PROPERTY, FIXTURES, EQUIPMENT, AND ITEMS ARE BEING CONVEYED
TO ASSIGNEE "AS IS," "WHERE IS," WITH ALL FAULTS, AND IN THEIR
PRESENT CONDITION AND STATE OF REPAIR.
c. Assignee shall assume and pay, perform, fulfill and discharge all
claims, costs, expenses, liabilities and obligations accruing or relating to the owning,
developing, exploring, operating or maintaining the Assets or the producing, transporting
and marketing of Hydrocarbons from the Assets, relating to periods after the Effective
Time, including without limitation, (i) environmental obligations and liabilities and (ii)
the obligation to plug and abandon all Wells and to remove, reclaim or decommission the
Assets. In addition, Assignee acknowledges and agrees that the Assets may be subject to
gas imbalances and agrees to assume the responsibility or liability with respect to existing
or future imbalances associated with the Assets "Gas Imbalance Liability and
Assignee further agrees to indemnify, defend and hold harmless the Assignor
3
000540
Indemnified Parties (hereafter defined) from and with respect to any Losses (hereafter
defined) associated with such Gas Imbalance Liability.
d. ASSIGNEE HEREBY AGREES TO INDEMNIFY, DEFEND
AND HOLD HARMLESS ASSIGNOR, ITS SUCCESSORS AND PERMITTED
ASSIGNS, AND THEIR RESPECTIVE AFFILIATES, SUBSIDIARIES,
SHAREHOLDERS, MEMBERS, PARTNERS, OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, REPRESENTATIVES AND SUBCONTRACTORS
(COLLECTIVELY, THE "ASSIGNOR INDEMNIFIED PARTIES FROM AND
AGAINST ANY AND ALL CAUSES OF ACTION, CLAIMS, DEMANDS,
LOSSES, DAMAGES, LIABILITIES, INJURIES, COSTS AND EXPENSES OF
WHATEVER KIND AND NATURE (COLLECTIVELY, "LOSSES ARISING
OUT OF OR IN ANY WAY RELATED TO THE ASSETS AFTER THE
EFFECTIVE TIME. THIS INDEMNIFICATION SHALL INCLUDE, WITHOUT
LIMITATION, LOSSES SUSTAINED BY ASSIGNEE, OR ASSIGNEE'S
AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, MEMBERS, PARTNERS,
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES AND
SUBCONTRACTORS AFTER THE EFFECTIVE TIME AS A RESULT OF (i)
INJURY OR DEATH, (ii) LOSS OR DESTRUCTION OF PROPERTY, (iii)
DEFECT IN TITLE, (iv) CONDITION OF THE ASSETS OR PRODUCTION, (v)
FAILURE TO CONDUCT A COMPLETE AND KNOWLEDGEABLE DUE
DILIGENCE REVIEW, (vi) ASSIGNEE'S FAILURE TO PAY TAXES
ATTRIBUTABLE TO THE ASSETS, AND /OR (vii) BREACH OF THE TERMS
AND CONDITIONS OF THIS ASSIGNMENT BY ASSIGNEE.
NOTWITHSTANDING THE FOREGOING, ASSIGNEE'S OBLIGATION TO
INDEMNIFY ASSIGNOR WITH RESPECT TO GAS IMBALANCE LIABILITY
SHALL BE GOVERNED BY THE PROVISIONS OF SECTION C (ABOVE) OF
THIS ASSIGNMENT.
e. Unless provided otherwise, all recording references in the Exhibits
hereto are to the official real property records of the county in which the Assets are
located.
f. Separate governmental form assignments of the Assets may be
executed on officially approved forms by Assignor to Assignee, in sufficient counterparts
to satisfy applicable statutory and regulatory requirements. Those assignments shall be
deemed to contain all of the exceptions, reservations, rights, titles, power and privileges
set forth herein as fully as though they were set forth in each such assignment. The
interests conveyed by such separate assignments are the same, and not in addition to, the
Assets conveyed herein.
g. This Assignment binds and inures to the benefit of Assignor and
Assignee and their respective successors and assigns.
4
h. This Assignment may be executed in any number of counterparts,
and by different parties in separate counterparts, each of which shall be deemed to be an
original instrument, but all of which together shall constitute but one instrument.
i. Assignee shall be responsible for any sales or transfer taxes due
and payable as result of the transaction contemplated by this Assignment.
j. In the event of a conflict between the terms of this Assignment and
the Mineral Deed, the terms and of this Assignment shall control.
This Assignment shall be governed by and construed in accordance with
the laws of the State of Colorado.
EXECUTED on the dates contained in the acknowledgment of this
instrument, to be effective for all purposes as of the Effective Time.
ASSIGNOR
ENCANA OIL GAS (USA) INC.
Constance D. Heath
Attorney -in -Fact
ASSIGNEE
PENROC OIL CORPORATION
(Company /Individual)
Name: Soso._
Title: C&
5
00u541
STATE OF COLORADO
CITY AND
COUNTY OF DENVER
STATE OF AJ 1N M tCo
COUNTY OF LEA-
The foregoing
o) Qin b ear, 2009
e4rac. .far?,
Acknowledgments
The foregoing instrument was acknowledged before me this
Oft-
day of
(,4o 2009 by Constance D. Hem as Attomey-in-fact of ENCANA OIL
GAS (USA) INC., a Delaware corporation.
Witness my hand and official seal.
My commission expires:
Notary Public
kg
instrument was acknowledged before me this I day of
by eta Soso as &v v. See.re) -avit of
a e.yt 35 corporation.
Witness my hand and official seal.
My commission expires: Jo n e-
6
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0 46542
COLLEEN ROSE
NOTARY PUBLIC
STATE OF COLORADO
Notary Public
MT-Geminissit E.x ireo 02122212013
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Contract No.
Contract Name
Contract Date
10211
Communitization Agreement WYW- 169349, effective 01 -01 -05
Kerr -McGee Oil Gas Onshore LP, as Operator, and BP America Production Company et al, as Non Operators
01/01/2005
10212
Communitization Agreement WYW- 161597, effective 07 -01 -04
Westport Oil and Gas Company, L.P., as Operator, and BP America Production Company et al, as Non Operators
07/01/2004
10213
Communitization Agreement WYW- 146554, effective 03 -19 -98
Belco Operating Corp., as Operator, and Belco Energy L.P. et al, as Non Operators
03/19/1998
80085
Communitization Agreement WYW- 149553, effective 03 -30 -98
Belco Operating Corp., as Operator, and Belco Energy L.P. et al, as Non Operators
03/30/1998
80757
Communitization Agreement WYW- 126081, effective 01 -01 -91
Amoco Production Company, as Operator and Union Pacific Resources Co. et al, as Non Operators
01/01/1991
80758
Communitization Agreement WYW- 126096, effective 11 -01 -91
Union Pacific Resources Company, as Operator, and Amoco Production Company et al, as Non Operators
11/01/1991
81250
Communitization Agreement WYW- 122577, effective 01 -25 -91
Texaco Exploration and Production, as Designated Operator, and Marathon Oil Company et al, as Non Operators
01/25/1991
81252
Communitization Agreement WYW- 136913, effective 11 -01 -94
Texaco Exploration and Production, as Designated Operator, and Marathon Oil Company et al, as Non Operators
11/01/1994
9993
Communitization Agreement WYW- 110514, effective 06 -21 -84
Amoco Production Company, as Operator and ANR Production Company et al, as Non Operators
06/21/1984
80756
Unit Agreement for the Development and Operation of the Wilson Ranch Unit Area, dated 10 -05 -71
Amoco Production Company, as Unit Operator, andUnion Pacific Resources Company et al, as Non Operators
10/05/1971
8661
Unit Operating Agreement for the Wilson Ranch Unit Area (UOA WYW- 109761X), dated 10 -05 -71
Amoco Production Company, as Unit Operator, and Union Pacific Resources Company et al, as Non Opertors
10/05/1971
80759
Operating Agreement, dated 12 -01 -89
Marathon Oil Company, as Operator, and Presidio Exploration, Inc. et al, as Non Operators
12/01/1989
8670
Operating Agreement, dated 12 -01 -89
Marathon Oil Company, as Operator, and Presidio Exploration, Inc. et al, as Non Operators
12/01/1989
80760
Operating Agreement, effective 11 -01 -91
Union Pacific Resources Company, as Operator, and Presidio Exploration, Inc. et al, as Non Operators
11/01/1991
80761
Wellbore Farmout Agreement, dated 12 -22 -92
Marathon Oil Company, as Farmor, and Presidio Exploration, Inc., as Farmee
12/22/1992
80763
Wellbore Farmout Agreement, dated 12 -17 -93
Marathon Oil Company, as Farmor, and Presidio Exploration, Inc., as Farmee
12/17/1993
80762
Pooling Agreement, dated 07 -21 -72
Amoco Production Company, as Operator, and Marathon Oil Company et al, as Non Operators
07/21/1972
81256
Operating Agreement, dated 08 -01 -90
Amoco Production Company, as Operator, and Union Pacific Resources Company et al, as Non Operators
08/01/1990
81263
Multiple Zone Completion Agreement (Zieglers Wash 1 -30 Well), dated 12 -01 -89
by and among Marathon Oil Company, Amoco Production Company, Union Pacific Resources Company,
Markland Corporation, and Presidio Oil Co.
12/01/1989
81258
Operating Agreement, dated 11 -10 -97
Amoco Production Company, as Operator, and TBI Exploration, Inc. et al, as Non Operators
11/10/1997
81264
Operating Agreement, dated 10 -06 -97
Amoco Production Company, as Operator, and TBI Exploration, Inc. et al, as Non Operators
10/06/1997
7309
Operating Agreement, dated 06 -01 -04
Westport Oil Gas Company, L.P., as Operator, and Tom Brown, Inc. et al, as Non- Operators
06/01/2004
Pending Agreements
Communitization Agreement WYW- effective (Pending)
Anadarko Exploration and Production, as successor Operator and BP Production Company et al, as Non
Operators (19N -112W, Sec. 8: SESE, Sec. 9: SWSW, Sec. 16: NWNW, Sec. 17: NENE)
Communitization Agreement WYW- effective (Pending)
Anadarko Exploration and Production, as Operator and BP Production Company et al, as Non Operators (19N-
112W, Sec. 18: Lots 2 3 and 19N -113W, Sec. 13: SENE, NESE)
EXF 160
'Attacnea to and made a part of that certain Assignment, Bill of Sale and Conveyance effective November 1, 2009
by 'and between EnCana Oil Gas (USA) Inc., as Assignor and PRNROC OTT. CORPORATION as Assignee
AFTER RECORDING, RETURN TO:
ENERGYNET, INC.
7201 1-40 WEST, SUITE 319
AMARILLO, TX 79106
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