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HomeMy WebLinkAbout951046STATE OF WYOMING COUNTY OF LINCOLN THOMAS OPERATING CO., INC. 1 30 i090 Property Name: Various wells Emigrant Springs Field RECEIVED 12/14/2009 at 11:01 AM RECEIVING 951046 BOOK: 738 PAGE: 90 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY ASSIGNMENT AND BILL OF SALE CHEVRON U.S.A. INC., a Pennsylvania corporation, with an address at 1400 Smith, Houston, Texas 77002, (hereinafter referred to as "Assignor for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby grant, sell, convey, and assign unto COLORADO CORPORATION a whose address is 2102 45TH AVENUE COURT, GREELEY, CO 80634 (hereinafter referred to as "Assignee all of Assignor's right, title and interest in and to the following (hereinafter collectively referred to as the Assigned Assets): a) the oil and gas leases and /or deeds described in Exhibit "A" "Leases insofar as same cover and pertain to the acreage and depths specifically described in said Exhibit, b) all permits, licenses, easements, surface leases and rights of way of every kind as may be assignable relating solely and exclusively to operations conducted on the Leases, c) any contracts as may be assignable, including, but not limited to, unit agreements, joint operating agreements, farmout and farmin agreements, pooling agreements, gas contracts, and other validly existing agreements, whether of record or not, insofar as same pertain to operations conducted on the Leases and/or production therefrom, save and except Assignor shall retain any calls on production reserved or created under any such contracts or agreements, and d) the wells, including any salt water disposal wells, injection wells and other wells and wellbores, whether abandoned, not abandoned, plugged or unplugged, together with any equipment and personal property (excepting any vehicles, tools, rental equipment, communications equipment and computer software) located on and used or formerly used for operations on the Leases. All fixtures, facilities, pipelines or gathering lines owned by Chevron Pipe Line Company or any other division of Assignor or subsidiary of Chevron Corporation or any third party and the right, title and interest of any subsidiary of Chevron Corporation not a party hereto are specifically excluded from this assignment. Lot 16562 This Assignment is made and accepted upon the following terms and conditions: 1. Purchase and Sale a. Effective Date. This Assignment shall be effective on the first day of December, 2009, at 7:00 a.m., local time, for all purposes including apportionments of revenue, expenses and production, hereinafter referred to as the "Effective Date regardless of the date of execution. b. Right to Production. The right to production from the Assigned Assets shall pass from Assignor to Assignee as of the Effective Date. Assignor shall retain ownership and be entitled to all proceeds from the sale of oil and plant products in tanks and storage facilities above the pipeline connections prior to the Effective Date. Assignee agrees to reimburse Assignor for the value of any and all merchantable stock tank oil and/or condensate above pipeline connections produced and saved as of 7:00 a.m. on the Effective Date hereof, at the prevailing market value, adjusted for grade and gravity. At 7:00 a.m. on the Effective Date hereof, Assignee and Assignor shall make a joint gas sales meter reading and a joint oil and/or condensate sales meter reading, if Assignor is the operator. If Assignee does not participate in taking such readings, Assignee agrees to accept the readings taken by Assignor, as applicable. If Assignor is not the operator, the parties will accept the readings taken by the Operator. c. Reservations. Assignor hereby reserves unto itself and its successors and assigns concurrent interests in any and all applicable easements, rights -of -way, contracts and other rights relating to any reserved interests, whether deep rights or otherwise, necessary or convenient to the possession, exploration, production, operation and enjoyment of any such reserved interests. Assignor also reserves the right to drill and /or produce through the assigned leasehold to reach and /or produce formations and depths excluded from this assignment. Assignor additionally reserves unto itself all right, title and interest in and to easements, rights of way or surface leases which are not directly associated with operation of Assigned Assets. 2. No Warranties a. Title. THIS ASSIGNMENT IS MADE WITHOUT WARRANTY OF TITLE, EITHER EXPRESSED OR IMPLIED. b. Reservoir Performance. ASSIGNOR DOES NOT WARRANT THE RESERVOIR PERFORMANCE. c. Equipment and Other Tangible Property. ASSIGNOR DOES NOT WARRANT THE MERCHANTABILITY, CONDITION OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OF ANY OF THE ASSIGNED ASSETS, INCLUDING THE LEASEHOLD EQUIPMENT, MATERIAL OR PERSONAL PROPERTY, ANY SUCH WARRANTY BEING EXPRESSLY DENIED. ASSIGNEE, BY EXECUTING THIS ASSIGNMENT, AGREES TO ACCEPT THE SAME "AS IS" AND "WHERE IS" AND WITHOUT ANY REDUCTION IN PURCHASE PRICE. -2- eOt yO92 d. Information. Assignee acknowledges that it has had a reasonable opportunity to examine title and other agreements affecting the Assigned Assets. ASSIGNOR MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE INFORMATION IN ITS LEASE AND WELL FILES AS TO ACCURACY, COMPLETENESS OR USEFULNESS FOR TITLE EXAMINATION, FOR EVALUATION OF THE WORTH OR CONDITION OF THE ASSIGNED ASSETS, OR FOR ANY OTHER PURPOSE. 3. Representations a. Qualification of Assignee. If federal or state oil, gas and mineral leases are being assigned, Assignee represents and warrants that it is now, and hereafter shall continue to be, qualified to own federal and state oil, gas and mineral leases in all jurisdictions where the Assigned Assets lie and that consummation of this transaction will not cause Assignee to be disqualified as an owner or to exceed any acreage limitation imposed by any law, statute, rule or regulation. b. Inspection. Assignee agrees that it has had a reasonable opportunity to inspect, examine and determine the condition of the Assigned Assets, including the condition of the leasehold equipment, material or personal property and the environmental condition of the leases, wells, equipment, buildings (if any), and facilities, and Assignee is aware of and satisfied with and accepts such condition "AS IS" and "WHERE IS" and Assignee assumes all risk and liability incident to the condition and use thereof and Assignor shall have no further obligation with respect thereto. 4. Operations a. Liability. Assignee assumes all risk and liability of whatsoever nature connected with operations conducted on the Assigned Assets on and after the Effective Date and agrees to indemnify, defend and hold Assignor harmless from all liabilities, penalties, claims, causes of action, demands, lawsuits, and expenses that occur on or after said date. b. Abandonment of Wells. Assignee agrees to comply with all laws and governmental regulations with respect to abandonment of wells and/or abandonment of the Assigned Assets, or any part thereof, including, where applicable, the plugging of wells, the compliance with laws or rules regarding inactive or unplugged wells, including bonding requirements, and restoration as specified in the oil and gas leases identified in Exhibit "A" or as required by law or rules. Assignee agrees to protect, defend, indemnify and hold Assignor and its employees free and harmless from and against any and all costs, expenses, claims, demands and causes of action, of every kind and character arising out of, incident to, or in connection with the Assigned Assets, including leases, structures (if any), materials, land, wells, casing, leasehold equipment, and personal property, plugging requirements or exceptions thereto, including bonding requirements, or related in any manner to Assignee's or other party(s)' operations on said leases and said land, after the Effective Date hereof. Further, Assignee agrees to -3- A:yO93 indemnify and hold Assignor harmless from any and all surface or subsurface restoration, well abandonments or other similar obligations pertaining to the wells assigned herein. c. Environmental Issues. The Assigned Assets have been utilized by Assignor for the purpose of exploration, development, processing, temporary storage, and transportation of oil, gas, and /or condensate. Assignee acknowledges and accepts that information has been provided regarding any substantial quantities of crude oil or produced water which may have been spilled or disposed of on site, and the locations thereof, to the best of Assignor's knowledge. This information includes pit closures, burial, land farming, land spreading, and underground injection, and has been made available to Assignee prior to closing. Assignee agrees that Assignor shall not be liable for unintentional failure to disclose such information and shall not be required to provide information which is a matter of public record or filed with governmental agencies. Assignee acknowledges that there may have been spills of these materials in the past onto the Assets described herein. In addition, some oil field 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, material and equipment located on the property 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 removal and disposal of asbestos and NORM from the equipment where it may be found and Assignee agrees to assume all liability for such asbestos and NORM and for use of appropriate procedures and activities required to handle and dispose of same. Assignee assumes full responsibility for, and agrees to indemnify, hold harmless and defend Assignor, its agents, officers, and employees from and against all loss, liability, claims, fines, expenses, costs (including attorney's fees and expenses), and causes of action caused by or arising out of any federal, state or local laws, rules, orders and regulations applicable to any waste material or hazardous substances on or included with the Assigned Assets or the presence, disposal, release or threatened release of all waste material or hazardous substance from the Assets into the atmosphere or into or upon land or any water course or body of water (including ground water) WHETHER OR NOT ATTRIBUTABLE TO ASSIGNOR'S ACTIVITIES OR NEGLIGENCE OR THE ACTIVITIES OR NEGLIGENCE OF ASSIGNOR'S OFFICERS, EMPLOYEES OR AGENTS, OR THE ACTIVITIES OF THIRD PARTIES (regardless of whether or not Assignor was or is aware of such activities) prior to, during, or after the period of Assignor's ownership of the Assigned Assets. This Indemnification and Assumption shall apply to liability for voluntary environmental response actions undertaken pursuant either to the comprehensive Environmental Response Compensation and Liability Act (CERCLA) or to any other federal, state -5- or local law and shall control and take precedence to the extent of any conflict or claimed conflict with any other provision of this Assignment. d. WAIVER OF CONSUMER RIGHTS. ASSIGNEE WAIVES ITS RIGHTS UNDER THE TEXAS DECEPTIVE TRADE PRACTICES- CONSUMER PROTECTION ACT, SECTION 17.41 et seq., TEXAS BUSINESS COMMERCE CODE, A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND PROTECTIONS. AFTER CONSULTATION WITH AN ATTORNEY OF ASSIGNEE'S OWN SELECTION, ASSIGNEE VOLUNTARILY CONSENTS TO THIS WAIVER. IN ORDER TO EVIDENCE ITS ABILITY TO GRANT THE ABOVE WAIVER, ASSIGNEE HEREBY REPRESENTS AND WARRANTS TO ASSIGNOR THAT ASSIGNEE (I) IS IN THE BUSINESS OF SEEKING OR ACQUIRING, BY PURCHASE OR LEASE, GOODS OR SERVICES FOR COMMERCIAL OR BUSINESS USE, (II) HAS KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT ENABLE IT TO EVALUATE THE MERITS AND RISKS OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND (III) IS NOT IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION. 5. Accounting a. Post Closing. Within 180 days after the Effective Date, Assignor shall forward a post- closing statement to Assignee to account for any production proceeds, net of all royalty, overriding royalty, production payments, taxes, including production, severance and ad valorem taxes, operating and other costs and expenses incurred in connection with the Assigned Assets from the Effective Date to and including the date of transfer. Any sums which may be due either party shall be paid one party to the other as may be appropriate, promptly after receipt of the post closing statement. b. Taxes. Assignor will be responsible for all ad valorem, property taxes and other taxes assessed on, based on, or attributable to production that occurred prior to the Effective Date. Assignee will be responsible for all taxes assessed on, based on, or attributable to production that occurred after the Effective Date. Whichever party receives said tax statements shall pay such taxes prior to delinquency and the other party hereto agrees to reimburse the paying party its pro rata share thereof promptly upon receipt of an invoice accompanied by evidence of such payment. Assignee shall pay all applicable state, county, municipality or governmental sales or use taxes on the leasehold, equipment, material or personal property located thereon. c. Gas Contracts. This Assignment is made subject to any gas purchase contracts now in existence which affect the Assigned Assets. d. Gas Imbalances. Assignee hereby assumes any and all liability, obligation for and /or benefit from all gas imbalances (whether over or under) attributable to the Assigned Assets as of the Effective Date and agrees e00095 to indemnify and hold Assignor harmless from any claims from third parties regarding gas imbalances. Prior to the auction, Assignor will make available to Assignee the most recent data concerning imbalances in its files without warranty as to accuracy or completeness (the "disclosed imbalance If the parties determine no later than 90 days after the Effective Date that the disclosed imbalance as to any Lease sold hereunder was inaccurate by more than 1000 mmbtu, a post closing adjustment will be made for the amount in excess of the disclosed imbalance. Within thirty (30) days following agreement of the parties on the amount of the adjustment, the party owing the adjustment will pay $2.00 per mmbtu for the imbalance in excess of the disclosed imbalance. Such settlement, if any, will be final and neither party thereafter shall make a claim upon the other concerning gas imbalances with respect to the Assigned Assets. e. Existing Agreements /Burdens. Assignee assumes and shall perform all duties, liabilities, and obligations relating to the Assigned Assets, including, but not limited to, those imposed by any applicable contracts and agreements (including oil and gas leases, operating agreements, easements and pooling agreements) and any burdens (including, but not limited to, any production payments, royalties, overriding royalties, and net profits interests). f. Operatorship. Assignor does not warrant or represent that Assignee is or will become operator of any well or portion of the Assigned Assets which are subject to an operating agreement. If Assignor is the Operator, Assignee agrees that it will, to the extent permitted by applicable agreements and law, immediately undertake to obtain unconditional approval from all regulatory agencies, non operators and lessors, if necessary, to succeed Assignor as operator of all and every part of the Assigned Assets and to assume full responsibilities therefore, and will file all bonds, requests, letters of credit, and forms necessary or helpful for designation of Assignee as operator of the Assigned Assets. g. Suspended Funds. At Assignor's option, Assignor may transfer to Assignee possession, responsibility and liability for the management, administration and disbursement of all suspended funds attributable to interests of third parties and accrued by Assignor, for any reason, pursuant to Assignor's disbursement of proceeds from the sale of production from the assigned leasehold to the extent such funds are attributable to production sold prior to the Effective Date. If Assignor exercises this option, Assignor shall deliver to Assignee, as soon as practical after closing, a copy of Assignor's records and files that relate to these suspended funds. 6. Miscellaneous a. Records. Assignor shall deliver to Assignee copies of lease files, division order files, title files, abstracts, supplemental abstracts and certificates of title, surveys, agreements, contracts, and other similar materials relating to operation or ownership of the Assigned Assets (except papers protected by the attorney client -6- -7- C:. 0i)096 privilege or attorney work product or proprietary data, which includes but is not limited to, interpretive geological and /or geophysical information, economic analyses, patents and trade secrets, offers to purchase, and any document or data protected by third party confidentiality agreements). Assignee shall keep true and correct books and records pertaining to the Assigned Assets. Assignor shall have reasonable access to such materials for purpose of audit and determining compliance with any joint operating agreements in place as of the Effective Date, or where, in the opinion of Assignor's counsel, access is required by law or necessary or helpful to Assignor's defense or prosecution of legal actions. b. Data Privacy. Assignee will comply with all reasonable requests of Assignor with respect to protecting personal data of Assignor's royalty owners, employees, customers, and suppliers it receives in connection with this Agreement, including following Assignor's instructions in connection with processing such personal data, implementing adequate security measures to protect such personal data, not disclosing such personal data to any third party without Assignor's written permission and complying with all applicable data privacy laws. c. Removal of Signs. In the case of properties operated by Assignor, Assignee agrees to permanently remove Assignor's name, trademark and telephone number from the lease sign located on the assigned leasehold within fifteen (15) working days after the Effective Date hereof. In the event Assignee fails to do so, Assignor's representatives shall have the right to remove said lease sign from the Assigned Assets at Assignee's sole cost and expense, to be credited to Assignor in the post closing statement. d. Preferential Right to Purchase and Process Production. (i) Assignor's Right and Option. Assignor reserves and shall have the ongoing preferential right and option, but not the obligation, to purchase oil, condensate or other liquid Hydrocarbons "Liquid Hydrocarbons produced from the Assigned Assets, and payment for such Liquid Hydrocarbons shall be at the same price and under the same terms and conditions offered to Assignee in any bona fide offer from a third party purchaser. If Assignee does not have a bona fide offer from a third party purchaser, then payment for such Liquid Hydrocarbons shall be at Assignor's posted price as specified in Assignor's posted price bulletin in effect on the delivery date for Liquid Hydrocarbons of like kind and quality to that produced from the Assigned Assets, less per barrel taxes and transportation deductions. If Assignor does not have a posted price for Liquid Hydrocarbons from the Assigned Assets, then payment for such Liquid Hydrocarbons shall be based on the published price of another major oil company on which Assignor and Assignee mutually agree, in effect on the delivery date for Liquid Hydrocarbons of like kind, quality, and location, less per barrel taxes and transportation deductions. Assignor also reserves and shall have the preferential right and option to purchase or process natural and casinghead gas, or other gaseous Hydrocarbons "Gaseous Hydrocarbons produced from the Assigned Assets, with payment for the Gaseous Hydrocarbons purchased and /or gas products recovered to be at the same price and under the same terms and conditions offered to Assignee in any bona fide offer from a third party purchaser. If Assignee does not have a bona fide offer from a third party purchaser, then the price will be determined on the basis of an agreement between Assignor and Assignee containing terms generally acceptable in the area. (ii) Third Party Offers. If Assignee receives from a responsible, unaffiliated third party a bona fide offer acceptable to Assignee to purchase Liquid Hydrocarbons or purchase and/or process Gaseous Hydrocarbons from the Assigned Assets it receives, Assignee shall furnish Assignor a copy of this offer as written on the letterhead of the third party offeror. Assignor shall then have seven (7) days after receiving a copy of the offer to either waive its right or elect to purchase and /or process the Liquid Hydrocarbons or Gaseous Hydrocarbons, as applicable, on terms substantially equivalent to those offered to Assignee by the third party offeror or on more favorable terms and conditions to Assignee. Failure to timely reply to Assignee's notice will be a one -time waiver of Assignor's preferential rights under this Section 6(c). Once waived, and if Assignee accepts the third party offer, the preferential rights under this Section 6(c) will not be enforceable during the term of any sale or processing contract between Assignee and the third party offeror. However, Assignee agrees not to enter into any sale or processing contract with a third party offeror with a term in excess of six months in duration. (iii) Miscellaneous. The preferential rights in this Section 6(c) shall be subject to the expiration of any existing contracts for the purchase of Liquid Hydrocarbons or Gaseous Hydrocarbons from the Assigned Assets between Assignor and third party purchasers that are assigned to Assignee as part of the Related Contracts. The failure of Assignor to exercise its preferential rights to purchase Liquid Hydrocarbons or Gaseous Hydrocarbons from the Assigned Assets under this Section 6(c) at any time or times shall not constitute a waiver of those preferential rights. For the purposes of this Assignment, any exchange or other disposition of Liquid Hydrocarbons or Gaseous Hydrocarbons from the Assigned Assets will be considered a sale under this Section 6(c) and subject to Assignor's preferential rights under this Section 6(c). The preferential rights in this Section 6(c) shall be a covenant running with the land. 7. Interim Operations and Risk of Loss After the date of this Assignment and prior to the Effective Date, as to any of the Assigned Assets operated by Assignor, Assignor, in its sole discretion, shall use, operate and maintain the Assigned Assets in substantially the same manner in which they have been used, operated and maintained prior to this Assignment. During the period from the date of this Assignment to the Effective Date, Assignor, as operator, shall have no liability, except as may be provided herein, to Assignee for losses, claims or damages sustained or liabilities incurred, regardless of the sole, joint or concurrent negligence, strict liability, regulatory liability, statutory liability, breach of contract, breach of warranty, or other fault or responsibility of Assignor or any other person or party, -8- except such Assignee losses, claims or damages as may result directly and solely from Assignor's gross negligence or willful misconduct. In the event any physical asset(s), including fixtures and improvements, assigned hereunder is damaged by storm, fire or other calamity before the Effective Date, Assignor may repair the damage at its cost or, at its sole option, refund to Assignee such portion of the consideration by the amount of the damage. This paragraph shall not apply to the decline in or cessation of production resulting from subsurface causes or mechanical integrity of the wells or fixtures and improvements associated therewith. The occurrence of such decline or cessation shall not relieve Assignee of its obligation to purchase the Assigned Assets. The risk of such occurrence is specifically assumed by Assignee. 8. Disclosure of Royalty Valuation Claims, Demands and /or Lawsuits The Leases assigned hereunder may be subject to various claims, demands or lawsuits alleging underpayment of royalty or severance taxes based upon Assignor's use of the posted price of crude oil in the calculation and payment of royalty or severance taxes on oil. If the Leases are subject to any such claims, demands or lawsuits, Assignor shall retain liability therefor with respect to events occurring prior to the Effective Date. Settlement agreements and /or judgments entered in such lawsuits may affect the manner in which royalty or severance taxes on oil produced from the Leases are paid after the Effective Date, and Assignee agrees to comply fully with the terms of such settlement agreements and /or judgments insofar as they affect the Leases. 9. Covenants, Assignments and Continuing Obligations It is the intent and effect of this Assignment that the conveyance, transfer or assignment of any of the Assigned Assets by Assignee or any future conveyances, transfers or assignments made by Assignee shall not in any way diminish, compromise, extinguish, or effect a release of Assignor's rights against Assignee, or Assignee's obligations to Assignor. It is also the intent and effect of this Assignment that all conveyances, transfers or assignments of any Assigned Assets by Assignee and all future conveyances, transfers or assignments made by Assignee shall create rights in favor of Assignor under this Assignment and under all subsequent conveyances, transfers or assignments pertaining to the Assigned Assets, and that Assignor is a third party beneficiary of such subsequent conveyances, transfers or assignments, so that the party or parties to whom Assignee conveys, transfers or assigns any Assigned Assets shall likewise be bound with Assignee to Assignor for performance of Assignee's obligations to Assignor under this Assignment. The obligations and responsibilities of Assignee to Assignor, and of Assignee's assignees, grantees or transferees to Assignor, shall be joint and several and shall run with the Assigned Assets assigned, conveyed or transferred, so that all subsequent assignees, grantees and transferees also accept the same obligations to Assignor, without Assignee or any assignees, grantees or transferees being released of any of their obligations to Assignor. Such obligations shall include, but not be limited to, those involving abandonment obligations, covenants, terms, conditions, indemnities, liabilities, and assumed risks. 10. Counterparts This Assignment may be executed in multiple original counterparts, each of which shall be deemed an original instrument, but all of which shall constitute but one and the same instrument. th IN WITNESS WHEREOF, this Assignment is executed this J w day of November, 2009. ASSIGNOR: CHEVRON U.S.A. INC. By: STATE OF TEXAS COUNTY OF HARRIS This instrument was acknowledged before me this C' day of November, 2009, by David A. Singer, Assistant Secretary, of Chevron U.S.A. Inc., a Pennsylvania corporation, on behalf of said corporation. c eRVpb_ CHARLES F. HOLMES 1 l NOTARY PUBLIC, STATE OF TEXAS MY COMMISSION EXPIRES 11111 APRIL 6, 2010 l �rrr rrrr.►.rsJ..�J..rrerrrrirr.�.A David A. Singer, Assistant Secretary Notary Public In and For The State of Texas ASSIGNEE: STATE OF Colorado COUNTY OF Weld The foregoing instrument was acknowledged before me on a -3-o 2009, by Tom Vandenberg, President for Thomas Operating Co., Inc. a on behalf of said corporation. j,•y c ry. lo Op Co 0 My Commission Exp es 0110712012 My Commission Expires: I 7 /go/ Thomas Operating Co., Inc. C.: x,00 Tom Vandenberg, President For The State o Ce vccc}() EXHIBIT "A" 0i4 Attached to and made part of that certain Assignment and Bill of Sale dated effective as of December 1, 2009, by and between Chevron U.S.A. Inc., as Assignor and THOMAS OPERATING CO. INC. as Assignee ASSIGNED ASSETS LINCOLN COUNTY, WYOMING EMIGRANT SPRINGS FIELD All of Assignor's right, title and interest, including any operating rights, royalty, overriding royalty and working interests in and to the instruments and lands described as follows: 1. OPERATING AGREEMENT DATED JULY 1, 1998 BY AND BETWEEN ENRON OIL GAS COMPANY, AS OPERATOR, AND MARATHON OIL COMPANY ET AL, AS NON OPERTORS, PERTAINING TO THE FOLLOWING DESCRIBED UNIT AREA: TOWNSHIP 23 NORTH, RANGE 112 WEST, 6 P.M. SECTION 27: NE /4 LIMITED TO THE WELLBORE OF THE EMIGRANT HOLLOW 1 -27 WELL LOCATED IN THE NE /4 OF SECTION 27, TOWNSHIP 23 NORTH, RANGE 112 WEST. (CHEVRON QLS 046431) 2. OPERATING AGREEMENT DATED JANUARY 16, 2003 BY AND BETWEEN EOG RESOURCES, INC., AS OPERATOR, AND CHEVRON U.S.A. INC. ET AL, AS NON OPERATORS, PERTAINING TO THE FOLLOWING DESCRIBED UNIT AREA: TOWNSHIP 23 NORTH, RANGE 112 WEST, 6 P.M. SECTION 21: SE /4SW /4, SW /4SE /4 SECTION 28: NE /4NW /4, NW /4NE /4 LIMITED TO THE WELLBORE OF THE EMIGRANT HOLLOW 31 -21 WELL LOCATED IN THE SE /4SW /4 OF SECTION 21, TOWNSHIP 23 NORTH, RANGE 112 WEST. (CHEVRON QLS #157804) 3. OPERATING AGREEMENT DATED JANUARY 21, 2004 BY AND BETWEEN EOG RESOURCES, INC., AS OPERATOR, AND CHEVRONTEXACO EXPLORATION PRODUCTION COMPANY ET AL, AS NON OPERATORS, PERTAINING TO THE FOLLOWING DESCRIBED UNIT AREA: TOWNSHIP 23 NORTH, RANGE 112 WEST, 6 P.M. SECTION 20: SE /4SE /4 SECTION 21: SW /4SW /4 SECTION 28: NW /4NW /4 SECTION 29: NE /4NE /4 LIMITED TO THE FRONTIER FORMATION IN THE WELLBORE OF THE EMIGRANT HOLLOW 36-21E WELL LOCATED IN THE SW /4SW /4 OF SECTION 21, TOWNSHIP 23 NORTH, RANGE 112 WEST. (CHEVRON QLS# 695805) 4. OPERATING AGREEMENT DATED JUNE 6, 2006 BY AND BETWEEN EOG RESOURCES, INC., AS OPERATOR, AND CHEVRON U.S.A. INC. ET AL, AS NON OPERATORS, PERTAINING TO THE FOLLOWING DESCRIBED UNIT AREA: TOWNSHIP 23 NORTH, RANGE 112 WEST, 6 P.M. SECTION 23: S /2SW /4 SECTION 26: N /2NW /4 LIMITED TO THE WELLBORE OF THE EMIGRANT HOLLOW BORDER 37 -23E WELL LOCATED APPROXIMATELY 384' FSL AND 764' FWL (SW /4SW /4) OF SECTION 23, TOWNSHIP 23 NORTH, RANGE 112 WEST. (CHEVRON QLS 822737) SUBJECT TO AND INCLUDING THE FOLLOWING: 1. COMMUNITIZATION AGREEMENT, CONTRACT NO. WYW148332 DATED EFFECTIVE 1/1/1999, COVERING THE NE /4 OF SECTION 27, T23N- R112W, AS TO NATURAL GAS AND ASSOCIATED LIQUID HYDROCARBONS PRODUCIBLE FROM THE FRONTIER FORMATION. (CHEVRON QLS 159557) 2. COMMUNITIZATION AGREEMENT, CONTRACT NO. WYW159296 DATED EFFECTIVE 8/11/2003, COVERING THE SE /4SW /4 AND SW /4SE /4 OF SECTION 21, AND NE /4NW /4 AND NW /4NE /4 OF SECTION 28, T23N- R112W, AS TO NATURAL GAS AND ASSOCIATED LIQUID HYDROCARBONS PRODUCIBLE FROM THE FRONTIER FORMATION. (CHEVRON QLS 833018) 3. COMMUNITIZATION AGREEMENT, CONTRACT NO. WYW174664, DATED EFFECTIVE 11/1/2005, COVERING THE SE /4SE /4 OF SECTION 20, THE SW /4SW /4 OF SECTION 21, THE NW /4NW /4 OF SECTION 28, AND THE NE /4NE/4 OF SECTION 29, ALL IN T23N- R112W, AS TO NATURAL GAS AND ASSOCIATED LIQUID HYDROCARBONS PRODUCIBLE FROM THE FRONTIER FORMATION. (CHEVRON QLS 833019) 4. COMMUNITIZATION AGREEMENT, CONTRACT NO. WYW175824, DATED EFFECTIVE 9/1/2006, COVERING THE S /2SW /4 OF SECTION 23 AND THE N /2NW /4 OF SECTION 26, T23N- R112W, AS TO OIL, NATURAL GAS AND ASSOCIATED LIQUID HYDROCARBONS PRODUCIBLE FROM THE FRONTIER FORMATION. (CHEVRON QLS 833017) BY ITS ACCEPTANCE OF THIS ASSIGNMENT AND EXHIBIT A, ASSIGNEE AGREES TO ASSUME AND PERFORM ALL OBLIGATIONS OF THE ASSIGNOR UNDER THE TERMS OF THE FOREGOING AGREEMENTS. AFTER RECORDING, RETURN TO: ENERGYNET, INC. 7201 1 -40 WEST, SUITE 319 AMARILLO, TX 79106 END OF EXHIBIT A 00'0 ©2