HomeMy WebLinkAbout872841RECEIVED
LINCOLN COUNTY CLERK
ASSIGNMENT CONVEY ANC AND BILL OF SAL
I PFR, 214 All 8: 45
BOOK-46.3 PR PAGE (WYOMING)
J ESN N E ty N E
KEMMERER. WYOMING
THIS ASSIGNMENT, CONVEYANCE AND BILL OF SALE ("Assignment"), dated
and effective as of 11:59 p.m. on December 31, 2000, (the "Effective Time"), between ATOFINA
PETROCHEMICALS, INC., a Delaware corporation, formerly known as FINA OIL AND
CHEMICAL COMPANY ("Assignor") and FINA E&P, INC., a Delaware corporation
("Assignee") and wholly owned subsidiary of Assignor. The address of Assignor is 15710 JFK
Blvd., Houston, Texas 77032, and the address of Assignee is 800 Gessner, Suite 700, Houston,
Texas 77024.
WITNESSETH:
KNOW ALL MEN BY THESE PRESENTS, that, in accordance with and in
consideration of the terms and provisions of that certain Contribution Agreement between
Assignor and Assignee dated December 15, 2000, authorizing and directing the transfer of
substantially all of the oil and gas exploration and production assets of Assignor to Assignee, and
in furtherance of that certain Assignment, Conveyance and Bill of Sale (Global) executed by
Assignor in favor of Assignee on December 21, 2000, and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged and confessed, Assignor has
TRANSFERRED, GRANTED, CONVEYED, and ASSIGNED, and by these presents does
hereby TRANSFER, GRANT, CONVEY and ASSIGN, unto Assignee, all of Assignor's right,
title and interest in and to all properties, assets and rights of whatever kind or character situated
or arising in whole or in part within the State of Wyoming and related to Assignor's oil and gas
exploration and/or production business, including, but not limited to:
(a) All oil, gas and/or mineral leases, permits, licenses and interests, including without
limitation all properties, assets and/or rights described or referenced on Exhibit "A' attached
hereto with Book and Page and/or entry number references, affecting lands located in the State of
Wyoming, either in whole or.in part, as well as all royalty interests, overriding royalty interests,
production payment interests, net profits interests, reversionary rights with respect to, and/or any
right to produce or receive the proceeds of production of, oil, gas and other liquid and gaseous
hydrocarbons, or any of them, and any minerals produced in association therewith affecting such
lands ("Hydrocarbons") together with all unitization, communization and pooling agreements and
orders pertaining to any portion thereof and the units and communitized and pooled areas created
thereby (all of the interests described or referenced in this subparagraph (a) being hereinafter
referred to as the "Oil and Gas Properties");
(b) All easements, rights of way, permits, licenses, servitudes or other interests
pertaining to the Oil and Gas Properties;
(c) All fee simple and leasehold estates of Assignor pertaining to the Oil and Gas
Properties;
ASSIGNMENT (WYOMING) PAGE 1 OF 4 PAGES
" e SAI
021
(d) All wells, wellbores, tubular goods, equipment, gathering lines, flow lines,
pipelines, and other personal property, fixtures and improvements situated upon, or used or held
for use in connection with the exploration, development, operation or enjoyment of, the Oil and
Gas Properties, or the production, treatment, storage or transportation of Hydrocarbons
therefrom, and any leases of such personal property, fixtures or improvements;
(e) All Hydrocarbon sales, purchase, exchange, transportation and processing
contracts and agreements, farmout or farmin agreements, joint operating agreements and all other
contracts or agreements and contract rights of whatever kind or character insofar as the same
relate to or affect the Oil and Gas Properties or any part thereof,
(f) All of Assignor's records pertaining to the Oil and Gas Properties, including
without limitation, lease files, land files, well files, production files, gas and oil sales contract files,
gas processing files, division order files, title record files, accounting files, abstracts, title opinions,
maps, logs, and magnetic tapes and other media;
(g) All consents, permits, licenses, orders, registrations, franchises, certificates,
approvals or other similar rights from any governmental agency insofar as the same relate to or
affect the Oil and Gas Properties;
(h) All partnership interests, undivided interests and other joint venture interests of
Assignor relating to any right to produce or receive the proceeds of Hydrocarbons from the Oil
and Gas Properties;
(i) To the extent assignable, any and all office space, office equipment, furnishings,
vehicles, equipment, machinery, inventory, spare parts, materials, supplies, computers, software
programs, core samples and other assets used in or located on or at any of Assignor's oil and gas
exploration and production offices, field offices, warehouses or yards; and, .
0) All surface rights and interests, mineral rights and interests, and fee rights and
interests of any kind related to Assignor's oil and gas exploration and production business and
situated in the State of Wyoming, either in whole or in part.
It is Assignor's intent, except as expressly provided herein, to convey or cause to be
conveyed to Assignee hereby all of Assignor's right, title and interest in all properties, assets and
rights located in the State of Wyoming, either in whole or in part, related to Assignor's oil and gas
exploration and/or production business, including without limitation, the oil and gas exploration
and production property, assets and rights of Petrofina Delaware, Incorporated, which was
merged into Assignor effective August 31, 2000, located in the State of Wyoming, either in whole
or in part. By way of clarification but not limitation, it is also Assignor's intent to include in this
conveyance hereby all of Assignor's right, title and interest in any and all property, assets and/or
rights so located and acquired by, through or under TOC-GULF COAST INC., Williams
Exploration Company, Northwest Exploration Company and/or The Exploration Company of
Louisiana.
ASSIGNMENT (WYOMING) PAGE 2 OF 4 PAGES
02C
All of the foregoing described properties, assets and rights to be conveyed shall hereafter
be referred to as the "Subject Property".
IT IS NOT ASSIGNOR'S INTENT TO TRANSFER, GRANT, CONVEY OR
ASSIGN, AND ASSIGNOR DOES HEREBY EXPRESSLY SAVE AND EXCEPT, ANY AND
ALL OF ASSIGNOR'S INTEREST IN PROPERTIES, ASSETS AND RIGHTS NOT
RELATED TO OIL AND GAS EXPLORATION AND/OR PRODUCTION ACTIVITIES,
INCLUDING, WITHOUT LIMITATION:
• ANY AND ALL GASOLINE SERVICE STATIONS LOCATED IN WYOMING;
• ANY AND ALL REFINED PRODUCT AND CRUDE OIL TERMINALS
LOCATED IN WYOMING.
TO HAVE AND TO HOLD the Subject Property, together with all and singular the
rights and appurtenances thereto in anywise belonging unto Assignee, its successors and assigns,
forever.
THIS ASSIGNMENT IS MADE WITHOUT REPRESENTATION OR WARRANTY
OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SUBJECT
PROPERTY. However, this Assignment is made with full substitution and subrogation of
Assignee in and to all covenants and warranties by others heretofore given or made with respect
to the Subject Property or any part thereof.
Assignee agrees to assume and to indemnify and hold harmless Assignor from and
against (a) any cost, expense or obligation relating to the Subject Property which accrued prior to
the Effective Time, (b) any litigation or claim related to the Subject Property which is based upon
alleged acts, omissions, events or occurrences prior to the Effective Time, and (c) all contractual
obligations of Assignor related to the Subject Property.
WITH RESPECT TO INTERESTS in governmental or Indian oil and gas leases
included in the Subject Property that may require separate instruments or assignments to be filed
with governmental or tribal agencies, Assignor has executed and filed or will execute and file
appropriate companion assignments, and will use its best efforts to take any other reasonable
action to obtain official approval of the assignment of such interests. Any and all of such
individual governmental or tribal assignments shall constitute, as to such individual leases, one and
the same assignment as is made herein.
NOTWITHSTANDING anything herein contained to the contrary, this Assignment shall
not be effective, nor is it intended, to transfer, grant, convey or assign to Assignee any part of the
Subject Property, if an attempted assignment of the same (a) would trigger the obligation to pay a
transfer or other fee or, (b) without the consent of any party would constitute a breach or
violation of the terms of any lease, servitude, easement, permit, license or contract, unless and
until such consent shall have been obtained.
ASSIGNMENT (WYOMING)
PAGE 3 OF 4 PAGES
02;3
ASSIGNOR AND ASSIGNEE AGREE TO execute, acknowledge where necessary, and
deliver all such other and additional instruments, notices, division orders, transfer orders and other
documents and to do all such other and further acts and things as may be necessary to fully
transfer, grant, convey and assign unto Assignee, the properties, assets and rights, so intended to
be, pursuant to the terms hereof, and for Assignee to fully assume any and all obligations provided
for herein, pursuant to the terms hereof.
TO FACILITATE RECORDING or filing of this Assignment, (i) the counterpart to be
recorded in a given county may contain only those portions of Exhibit A that describe property
located in that county, and (ii) each counterpart filed with a federal or state agency or office, if
any, may contain only those portions of Exhibit A that describe property under the jurisdiction of
that agency or office. Exhibit A is incorporated herein by reference for all purposes. Assignor
and Assignee have each retained a counterpart of this Assignment with a complete Exhibit A.
THIS ASSIGNMENT shall inure to the benefit of and be binding upon Assignor and
Assignee and their respective successors, assigns and legal representatives.
IN WITNESS WHEREOF, Assignor has caused this instrument to be executed by a
duly authorized officer, as of the Effective Time.
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X01'' 01r11rPA,V1D C. HOUCK
Assistant Secretary
ASSIGNOR
ATOFINA PETROCHEMICALS, INC.
E. A. NASH, Vice President
STATE OF TEXAS §
COUNTY OF HARRIS §
This instrument was acknowledged before me on the 15th day of March, 2001, by
E. A Nash, Vice President of ATOFINA Petrochemicals, Inc., a Delaware corporation, on behalf
of said corporation.
2174 Awl-
GLENDA KOVAR
MY COMMISSION EXPIRES Notary Public in and for the State of Texas
March 28, 2004
ASSIGNMENT (WYOMING) PAGE 4 OF 4 PAGES
LINCOLN CO, WYOMING - EXHIBIT 'A' PAGE 1
LEASE NUMBER: OIRPWY0023-000 02 4
LESSOR: JAMES I. SIMS
LESSEE: RAINBOW RESOURCES, INC.
LEASE DATE: 10/16/1973
RECORDED: BOOK PAGE ENTRY STATE COUNTY
107 512 451044 WYOMING LINCOLN
TWN: 024N RNG: 114W SEC: 000002 MERDN:
DESCRIPTION: RESURVEY TRACT #46-A (FORMERLY SW/4 SE/4)
RIGHTS BELOW THE HILLIARD FORMATION ONLY (57431)
TWN: 024N RNG: 114W SEC: 000011 MERDN:
RESURVEY TRACT #43 (FORMERLY NE/4), E 1/3 OF
RESURVEY TRACT #45 (FORMERLY NE/4 NW/4)
RIGHTS BELOW THE HILLIARD FORMATION ONLY (5,743')
LEASE NUMBER: 01RPWY0023-002
LESSOR: RAINBOW RESOURCES, INC.
LESSEE: CLAUD B. HAMILL
LEASE DATE: 11/19/1973
RECORDED: BOOK PAGE ENTRY STATE COUNTY
BK 108 P R WYOMING LINCOLN
TWN: 024N RNG: 114W SEC: 000002 MERDN:
DESCRIPTION: RESURVEY TRACT #46-A (FORMERLY SW/4 SE/4)
RIGHTS BELOW THE HILLIARD FORMATION ONLY(57431)
TWN: 024N RNG: 114W SEC: 000011 MERDN:
RESURVEY TRACT #43 (FORMERLY NE/4), E 1/3 OF
RESURVEY TRACT #45 (FORMERLY NE/4 NW/4)
RIGHTS BELOW THE HILLIARD FORMATION ONLY(5743')
LEASE NUMBER: 01RPWY0023-003
LESSOR: RAINBOW RESOURCES, INC.
LESSEE: OIL DEVELOPMENT CO. OF TX.
LEASE DATE: 11/19/1973
RECORDED: BOOK PAGE ENTRY STATE COUNTY
BK 108 PR, PG 458 R, WYOMING LINCOLN
TWN: 024N RNG: 114W SEC: 000002 MERDN:
DESCRIPTION: RESURVEY TRACT #46-A (FORMERLY SW/4 SE/4)
RIGHTS BELOW THE HILLIARD FORMATION ONLY(57431)
TWN: 024N RNG: 114W SEC: 000011 MERDN:
RESURVEY TRACT #43 (FORMERLY NE/4), E 1/3 OF
RESURVEY TRACT #45 (FORMERLY NE/4 NW/4)
RIGHTS BELOW THE HILLIARD FORMATION ONLY(5743')
~I
LINCOLN CO, WYOMING - EXHIBIT 'A'
V8 P 2v` it
LEASE NUMBER: OIRPWY0023-004
LESSOR: RAINBOW RESOURCES, INC
LESSEE: GREAT PLAINS RESOURCES LTD.
LEASE DATE: 11/19/1973
RECORDED: BOOK PAGE ENTRY STATE
BK 108 P R WYOMING
TWN: 024N RNG: 114W SEC: 000002 MERDN:
DESCRIPTION: RESURVEY TRACT #46-A (FORMERLY SW/4 SE/4)
RIGHTS BELOW THE HILLIARD FORMATION ONLY(57431)
TWN: 024N RNG: 114W SEC: 000011 MERDN:
RESURVEY TRACT #43 (FORMERLY NE/4), E 1/3 OF
RESURVEY TRACT #45 (FORMERLY NE/4 NW/4)
RIGHTS BELOW THE HILLIARD FORMATION ONLY(57431)
LEASE NUMBER: 01RPWY0023-700
LESSOR:
RAINBOW RESOURCES, INC.
LESSEE:
BARBER OIL EXPLORATION INC.
LEASE DATE:
11/19/1973
RECORDED:
BOOK PAGE ENTRY STATE
BK 108 P R WYOMING
TWN: 024N
RNG: 114W SEC: 000002 MERDN:
DESCRIPTION: RESURVEY TRACT #46-A (FORMERLY SW/4 SE/4)
RIGHTS BELOW THE HILLIARD FORMATION ONLY(57431)
TWN: 024N
RNG: 114W SEC: 000011 MERDN:
RESURVEY TRACT #43 (FORMERLY NE/4), E 1/3 OF
RESURVEY TRACT #45 (FORMERLY NE/4 NW/4)
RIGHTS BELOW THE HILLIARD FORMATION ONLY(5743')
LEASE NUMBER: OIWY003823-000
LESSOR: USA-WY 049-62817
LESSEE: UNKNOWN
LEASE DATE: 02/01/1978
RECORDED: BOOK PAGE ENTRY STATE
BK PG WYOMING
TWN: 024N RNG: 112W SEC: 000001 MERDN:
DESCRIPTION: W/2 SW/4
TWN: 024N RNG: 112W SEC: 000012 MERDN:
DESCRIPTION: NW/4 NW/4
PAGE 2
025
COUNTY
LINCOLN
COUNTY
LINCOLN
COUNTY
LINCOLN
1~
LINCOLN CO, WYOMING - EXHIBIT 'A' PAGE 3
02Ci
LEASE NUMBER: OIWY003830-002
LESSOR: ARNOLD A. LARSON ET UX
LESSEE: RAINBOW RESOURCES, INC.
LEASE DATE: 09/28/1973
RECORDED: BOOK 'PAGE ENTRY STATE COUNTY
BK 107 PG 514 WYOMING LINCOLN
TWN: 024N RNG: 114W SEC: 000002 MERDN:
DESCRIPTION: RESURVEY TRACT #46-A (FORMERLY SW/4 SE/4)
RIGHTS BELOW THE BASE OF HILLIARD FORMATION
TWN: 024N RNG: 114W SEC: 000011 MERDN:
RESURVEY TRACT #43 (FORMERLY NE/4)
E 1/3 OF RESURVEY TRACT #45 (FORMERLY NE/4 NW/4)
- RIGHTS BELOW THE BASE OF HILLIARD FORMATION
LEASE NUMBER: OlWY003830-003
LESSOR: CALVIN E. BARNES ET UX
LESSEE: RAINBOW RESOURCES, INC.
LEASE DATE: 09/28/1973
RECORDED: BOOK PAGE ENTRY STATE COUNTY
BK 108 PG 073 WYOMING LINCOLN
TWN: 024N RNG: 114W SEC: 000002 MERDN:
DESCRIPTION: RESURVEY TRACT #46-A (FORMERLY SW/4 SE/4)
- RIGHTS BELOW THE BASE OF HILLIARD FORMATION
TWN: 024N RNG: 114W SEC: 000011 MERDN:
RESURVEY TRACT #43 (FORMERLY NE/4)
E 1/3 OF RESURVEY TRACT #45 (FORMERLY NE/4 NW/4)
- RIGHTS BELOW THE BASE OF HILLIARD FORMATION
LEASE NUMBER: OlWY003830-004
LESSOR: THOMAS F. STROOCK ET UX
LESSEE: RAINBOW RESOURCES, INC.
LEASE DATE: 08/12/1974
RECORDED: BOOK PAGE ENTRY STATE COUNTY
BK 114 PG 417 WYOMING LINCOLN
TWN: 024N RNG: 114W SEC: 000002 MERDN:
DESCRIPTION: RESURVEY TRACT #46-A (FORMERLY SW/4 SE/4)
- RIGHTS BELOW THE BASE OF HILLIARD FORMATION
TWN: 024N RNG: 114W SEC: 000011 MERDN:
RESURVEY TRACT #43 (FORMERLY NE/4)
E 1/3 OF RESURVEY TRACT #45 (FORMERLY NE/4 NW/4)
- RIGHTS BELOW THE BASE OF HILLIARD FORMATION
l~
' ~I
LINCOLN CO, WYOMING - EXHIBIT 'A'
LEASE NUMBER: OlWY003830-005
LESSOR: JOHN P. ELLBOGEN ET UX
LESSEE: RAINBOW RESOURCES, INC.
LEASE DATE: 08/12/1974
RECORDED: BOOK ,PAGE ENTRY STATE
BK 114 PG 419 WYOMING
TWN: 024N RNG: 114W SEC: 000002 MERDN:
DESCRIPTION: RESURVEY TRACT #46-A (FORMERLY SW/4 SE/4)
- RIGHTS BELOW THE BASE OF HILLIARD FORMATION
TWN: 024N RNG: 114W SEC: 000011 MERDN:
RESURVEY TRACT #43 (FORMERLY NE/4)
E 1/3 OF RESURVEY TRACT #45 (FORMERLY NE/4 NW/4)
RIGHTS BELOW THE BASE OF HILLIARD FORMATION
LEASE NUMBER: OlWY003831-000
LESSOR: USA WYOMING W-0312801
LESSEE: V. J. BOOR
LEASE DATE: 12/01/1964
RECORDED: BOOK
BK 120
TWN: 024N RNG: 114W
DESCRIPTION: N/2 NE/4
TWN: 024N RNG: 114W
N/2 NE/4
TWN: 024N RNG: 114W
DESCRIPTION: N/2 NW/4
PAGE
P
SEC: 000014
SEC: 000015
NE/4 NW/4
SEC: 000014
LEASE NUMBER: OIWY003832-000
LESSOR: EDGAR HERSCHLER
LESSEE: THOMAS F. STROOCK
ENTRY STATE
R WYOMING
MERDN:
MERDN:
MERDN:
PAGE 4
027
COUNTY
LINCOLN
COUNTY
LINCOLN
LEASE DATE: 09/19/1953
RECORDED: BOOK PAGE ENTRY STATE COUNTY
BK 5 PG 398 WYOMING LINCOLN
TWN: 024N RNG: 114W SEC: 000003 MERDN:
DESCRIPTION: WEST 40 ACRES OF RESURVEY TRACT 49 * LEASE COVERS AN
ADDITIONAL 602.67 ACRES NOT ASSIGNED TO WXC.
LINCOLN CO, WYOMING - EXHIBIT
'A'
PAGE 5
0 28
LEASE NUMBER:
OlWY003833-000
LESSOR:
LARSON, ARNOLD A.
LESSEE:
THOMAS F. STROOCK
LEASE DATE:
09/18/1953
ENTRY
STATE
COUNTY
RECORDED:
BOOK -PAGE
WYOMING
LINCOLN
BK 5 PG 361
TWN: 024N RNG: 114W SEC: 000002 MERDN:
DESCRIPTION:.
SEC. 2: LOTS 16, 17, 18.
SEC. 3: LOTS 14 & 18.
FROM BASE OF HILLIARD FORMATION TO 5743' ONLY.
TWN: 024N RNG: 114W SEC: 000011 MERDN:
DESCRIPTION:
THE CENTER 1/3 OF RESURVEY TRACT
45, ORIG. TE N
WNW
FROM THE BASE OF HILLIARD TO 5743' ONLY.
`I