HomeMy WebLinkAbout958942RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
WHITE OAK OPERATING CO. LLC
12941 North Freeway, Ste. 550
Houston, TX 77060
STATE OF WYOMING
COUNTY OF LINCOLN
ASSIGNMENT
Corkran Energy, LP, a Texas limited partnership (herein called "Assignor for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does
hereby GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER and
DELIVER unto Voyager Gas Corporation, a Delaware corporation, whose address is 6630
Cypresswood Drive #200, Spring, Texas 77379, all (100 of Assignor's right, title and interest
in and to the following (collectively called the "Properties
A. The oil, gas and mineral leases described or referred to in Exhibit A attached hereto and
made a part hereof for all purposes (collectively "Leases including, without limitation,
working interests, carried interests, royalty interests, overriding royalty interests,
production payments, net profits interests, and all other mineral interests of every nature;
(ii) the lands covered by the Leases (the "Lands (iii) any and all wells located on the
Lands or the Units (as hereinafter defined) and all salt water disposal wells wherever
located, (the "Wells (iv) all easements, rights of way, and other rights, privileges,
benefits and powers with respect to the use and occupation of the surface of, and the
subsurface depths under, the Lands or Units (the "Easements (v) all presently existing
unitization, pooling and /or communitization agreements, declarations or designations and
statutorily, judicially or administratively created drilling, spacing and /or production units,
whether recorded or unrecorded, which relate to the Leases, and all of the Assignor's
interest in and to the properties covered or units created thereby (the "Units regardless
of whether such unit or pool production comes from Wells located within or without the
Leases;
B. All of the oil and gas associated hydrocarbons in and under or otherwise attributable to
the Leases, the Lands and the Units or produced from the Wells "Oil and Gas from and
after the Effective Time (as hereinafter defined);
C. To the extent assignable and applicable to the Leases, Lands, Wells, Units or Easements,
including without limitation interests, servitudes, gas purchase and sale contracts
(including interests and rights, if any, with respect to any prepayments, gas imbalances,
take -or -pay, buydown and buyout agreements), crude oil or other liquid hydrocarbon
1
RECEIVED 4/19/2011 at 2:29 PM
RECEIVING 958942
BOOK: 765 PAGE: 589
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
000569
000590
purchase and sale agreements, farmin agreements, farmout agreements, bottom hole
agreements, acreage contribution agreements, operating agreements, unit agreements,
processing agreements, options, leases of equipment or facilities, joint venture
agreements, pooling agreements, transportation agreements, rights -of -way and all other
contracts, agreements and rights, that relate to the Leases, Lands, Wells or Units
(collectively, the "Contracts
D. All of the real, personal and mixed property and facilities located in or on the Leases,
Lands, Units or Easements used in the operation thereof that are owned by Assignor, in
whole or in part, including, without limitation, well equipment, casing, tanks, crude oil,
natural gas, condensate or products in storage severed after the Effective Time; tubing,
compressors, pumps, motors, fixtures, machinery and other equipment; pipelines,
gathering lines, gas systems (for gathering, treating, salt water disposal and compression),
field processing equipment, inventory and all other improvements used in the operation
thereof (specifically including, but not limited to, all geophysical and seismic records,
data and information owned by Assignor, subject to restrictions contained in agreements
with third parties covering such records and data; provided that the same are assignable
without payment of fees or penalties by Assignor);
E. To the extent assignable, all governmental permits, licenses and authorizations, as well as
any applications for the same, related to the Leases, Lands, Wells or Units or the use
thereof;
F. All rights and benefits arising from or in connection with any gas production, pipeline,
storage, processing or other imbalance attributable to Oil and Gas produced from the
Wells or Units as of the Effective Time;
G. All other rights and interests in, to or under or derived from the Leases, Lands, Wells or
Units or directly used or held for use in connection therewith; and
H. All of Assignor's files, records and data relating to the items described in subsections
(A), (B), (C), (D), (E), (F) and (G) above, including, without limitation, division orders,
title records (title curative documents); surveys, maps and drawings; contracts,
correspondence, geological records and information, production records, electric logs,
core data, pressure data, decline curves, graphical production curves, tax files, books,
records, returns and workpapers related to the Properties, and all related matters and
construction documents except (i) to the extent the transfer, delivery or copying of such
records may be restricted by contract with a third party and (ii) all documents and
instruments of Assignor that may be protected by the attorney- client privilege.
TO HAVE AND TO HOLD the Properties unto Assignee, its successors and assigns, forever.
This Assignment is made and accepted expressly subject to the following terms and conditions:
1. This Assignment is made subject to the Settlement Agreement dated as of December 31,
2010, by and among Corkran Energy, LP and Franchise Portfolio 1, Inc. (the "Settlement
Agreement If there is any conflict between the terms of this Assignment and the terms
of the Settlement Agreement, the Settlement Agreement shall control in all respects and
2
[Signature page follows.]
3
000591
shall not merge into the terms of this Assignment. Capitalized terms not otherwise
defined herein have the same meaning given to them in the Settlement Agreement.
2. Assignor agrees to warrant and forever to defend title to the Properties but only by,
through and under Assignor and not otherwise and to the extent permitted by law,
Assignee shall be subrogated to Assignor's rights in and to representations, warranties
and covenants heretofore given with respect to the Properties. Further, Assignor hereby
grants and transfers to Assignee, their successors and assigns, to the extent transferable
and permitted by law, the benefit of and the right to enforce the covenants,
representations and warranties, if any, by others heretofore given or made in Assignor's
chain of title or contractually with respect to the Properties.
3. Assignor shall execute and deliver to Assignee, from time to time, such other and
additional instruments, notices, division orders, transfer orders and other documents, and
do all such other and further acts and things as may be necessary to more fully and
effectively grant, convey and assign to Assignee the Properties.
4. Unless provided otherwise, all recording references in the exhibits hereto are to the
official real property records of the county in which the Properties is located.
5. This Assignment binds and inures to the benefit of Assignor and Assignee and their
respective successors and assigns.
6. This Assignment may be executed in any number of counterparts, and each such
counterpart shall be deemed to be an original and all of which together shall constitute
one and the same instrument.
7. Assignor and Assignee hereby acknowledge and agree that the doctrine of after acquired
property shall not apply to this Assignment with respect to any additional interests
acquired by Assignor by purchase subsequent to the Effective Time that conveys to
Assignor an interest separate and apart from the interests set forth on Schedule 2(e) of the
Settlement Agreement.
000592
This Assignment is effective as of 11:00 a.m. (Central Time) on December 31, 2010 (the
"Effective Time
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment on the date
set forth in their respective acknowledgements below, but effective for all purposes as of the
Effective Time.
ASSIGNOR:
CORKRAN ENERGY, LP
By: Hummingbird Investments, LLC
its sole general partner
Name: Dennis Corkran
Title: President and Manager
SIGNATURE PAGE FOR ASSIGNMENT
STATE OF 7
COUNTY OF "MOO
000593
This instrument was acknowledged before me on December 31, 2010 by
D t' Jt S 6..& K 12 /Ll /f/a6
of Hummingbird Investments, LLC, a Texas limited liability company, sole general partner of
Corkran Energy, LP, a Texas limited partnership.
Notary Public
Printed Name:
My Commission Expires:
WILLIAM R. LEIGHTON
Notary Public, State of Texas
My Commission Expires
October 26, 2011
SIGNATURE PAGE FOR ASSIGNMENT
ASSIGNEE:
VOYAGER GAS CORPORATION
Name: Robert P. Munn
Title: President
By:
STATE OF ,S
COUNTY OF I L S
000594
This instrument was acknowledged before me on (eN'1P 3 20 D by Robert P.
Munn, as President of Voyager Gas Corporation, a Delaware corporation, who signed said
document, and acknowledged in my presence that he signed the above and foregoing document
as his own free act and deed on behalf of such corporation and as the free act and deed of such
corporation and for the uses and purposes therein set forth and apparent.
Notary Public
Printed Name:
My Commission Expires:
1 `a cD0 t3
SIGNATURE PAGE FOR ASSIGNMENT
C. SHAWN BARNHART
MY COMMISSIQN EXPIRES
of ti E
July 23,2013
Exhibit A to Assignment
Oil and Gas Instruments
000595
LINCOLN COUNTY, WYOMING
Lessor:
Lessee:
Date:
Recorded:
Description:
WELL(S):
February 28, 1983
FONTENELLE II UNIT
EXHIBIT "A"
United States of America W -38501
T25N -R111 W, 6 PM
Section 6: Lots 6, 7, E/2 SW /4, SE /4
Section 7: Lots 3, 4, E/2 SW /4, SE /4
000596