HomeMy WebLinkAbout960881Recording requested by, and when recorded return to:
Koch Exploration Company, LLC
9777 Pyramid Court, Suite 210
Englewood, CO 80112
ASSIGNMENT, BILL OF SALE AND CONVEYANCE
RECEIVED 9/7/2011 at 3:59 PM
RECEIVING 960881
BOOK: 772 PAGE: 423
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
000423
This ASSIGNMENT, BILL OF SALE AND CONVEYANCE (this "Assignment dated
effective as of March 31, 2011 at 11:59:59 p.m. at the location of the applicable Assets (the
"Effective Time is from EOG Resources, Inc., a Delaware corporation "Assignor 600-
17 Street, Suite 1000N, Denver, Colorado 80202, to Koch Exploration Company, LLC, a
Delaware limited liability company "Assignee 9777 Pyramid Court, Suite 210, Englewood,
Colorado 80112. Assignor and Assignee are sometimes collectively referred to as the "Parties"
and each referred to individually as a "Party." Capitalized terms used herein and not otherwise
defined in this Agreement shall have the meaning assigned to them in that certain Purchase and
Sale Agreement dated as of June 28, 2011, by and between Assignor and Assignee (the
"Purchase Agreement
For $100.00 and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Assignor hereby sells, assigns, transfers, grants, bargains and
conveys the Assets (as defined below) to Assignee.
Section 1 "Assets" means all of Assignor's right, title and interest in and to the
following real and personal property interests (but not the Excluded Assets, which include the
Cow Hollow Retained Border Interests):
a The oil and gas leases described on Exhibit A -1 (the "Leases insofar
and only insofar as the Leases cover the lands described in Exhibit A -1 (the "Leased
Lands and all royalty, overriding royalty, net profits and other interests in the Leased
Lands.
b. All rights with respect to any pooled, unitized or communitized acreage by
virtue of any Leased Lands being part thereof.
c. (i) (A) All rights that are derived under or from the Leases or the
rights described in paragraph "b" above in all oil and gas wells; salt water disposal wells
and injection wells not operated by Assignor; water wells and other wells now or
hereafter located on the Leased Lands or lands pooled or unitized therewith, including the
oil and gas wells specifically described on Exhibits A -2 -1 and A -2 -2, whether producing
D -1 -1 WY CHU
000424
or non producing (the "Wells (ii) all personal property and equipment associated with
the Wells; and (iii) all oil, natural gas, natural gas liquids and other hydrocarbons
produced or processed in association therewith (whether or not such item is in liquid or
gaseous form), or any combination thereof, and any minerals produced in association
therewith "Hydrocarbons that, from and after the Effective Time, have been or may be
produced from the Wells.
d. (i) the Hydrocarbon sales, purchase, gathering, compression, treating,
transportation, storage and processing agreements listed in Exhibit B -1, insofar and only
insofar as they cover or relate to the interests described in paragraphs "a "b" and "c"
above; and (ii) all other contracts, operating agreements, balancing agreements, joint
venture agreements, partnership agreements, farmin and farmout agreements, bottomhole
agreements, acreage contribution agreements, pooling declarations or agreements,
communitization and unitization agreements (federal or otherwise), crossing agreements,
and other contracts, agreements and instruments insofar and only insofar as they cover or
relate to the interests described in paragraphs "a "b" and "c" above, including the
agreements described on Exhibit B -2, (the "Material Agreements excluding any
insurance contracts, the types of agreements described in paragraph "(d)(i)" above that
are not listed on Exhibit B -1 and servitudes, rights of way, easements, surface or road use
agreements and other surface rights (the "Easements
e.
(i) all (A) personal property, fixtures and improvements, (B) to the
extent transferable, all permits, licenses, approvals and Easements,
(C) tanks, boilers, buildings, improvements, injection and saltwater
disposal facilities not operated by Assignor, gathering, compression,
treating, transportation and storage and processing facilities that, in each
case, and as of the date of the Purchase Agreement, were located on the
Leased Lands, or were used or held for use primarily in connection with
the operation of the Wells or Leased Lands or for the production,
gathering, compression, treating, transportation, storage, processing, sale
or disposal of Hydrocarbons produced from the Wells or Leased Lands;
and
(ii) the nonexclusive right to use the following (and Assignee shall
bear the cost of perpetuating and maintaining the same in proportion to its
use thereof): the types of property described in paragraph "(e)(i)" above
that are used or held for use in connection with (A) the operation of the
Wells or Leased Lands, and for use in connection with other properties not
included in the Assets, or (B) the production, gathering, compression,
treating, transportation, storage, processing, sale or disposal of
Hydrocarbons produced from the Wells or Leased Lands, and for the
production, gathering, compression, treating, transportation, storage,
processing, sale or disposal of Hydrocarbons produced from other
properties not included in the Assets.
D -1 -2 WY CHU
f. All rolling stock (other than titled vehicles), pipes, tubulars, fittings, and
other materials used or held for use as operating inventory in connection with the
operation of the Wells described in Exhibit A -2 -1.
g. All Imbalances relating to the Assets.
000425
h. All communications and communications- related equipment wholly
owned or operated by Assignor, and all SCADA and similar automation and control
equipment and facilities, and an export of available historical Cygnet data in Cygnet
export format, in each case, used or held for use exclusively in connection with the
Assets as of the Effective Time.
i. Copies (which will be in electronic form if so maintained by Assignor and
otherwise in paper form) of all logs, well files and geologic data relating to the interests
described in paragraphs "(a) "(b)" and "(c)" above, but excluding all data and
information that is (i) subject to Third Party contractual restrictions on disclosure or
transfer, (ii) subject to a transfer fee, unless Assignee agrees in writing to pay such
transfer fee, and (iii) any interpretative data.
j. Copies (which will be in electronic form if so maintained by Assignor and
otherwise in paper form) of the files, records, data and information relating to the items
described in paragraphs "(a)" through "(h)" above maintained by or in the possession or
control of Assignor or Assignor's Affiliates (the "Records including accounting files,
lease files, land contract files, well files, Hydrocarbon sales contract files, gas gathering,
compression, treating, transportation, storage and processing files, division order files,
abstracts of title, title opinions and title curative documents, operational, environmental,
production and Tax files (other than Assignor's income Tax files).
k. Any asset acquired by Assignor following the Effective Time that would
otherwise constitute an "Asset" if owned by Assignor as of the Effective Time and for
which Assignee will assume the Property Expenses arising therefrom.
1. Any claims and causes of action arising under or with respect to any Asset
and all proceeds arising from such claims and causes of action, including any settlements
thereof, to the extent such claims, causes of action and proceeds are attributable to the
period after the Effective Time.
m. All audit rights arising under any of the Material Agreements or otherwise
with respect to any period after the Effective Time pertaining to any of the Assets that do
not relate to any Retained Liabilities or with respect to any period prior to the Effective
Time that relate to the Assumed Liabilities.
n. Any claims against Third Parties related to the Assumed Liabilities.
EXCEPTING AND RESERVING TO ASSIGNOR the following (the "Excluded
Assets
D -1 -3 WY CHU
uu0426
1. any accounts receivable accruing or attributable to the period prior to the
Effective Time;
2. all Hydrocarbons produced and sold from or attributable to the Assets with
respect to the period prior to the Effective Time and all proceeds attributable thereto;
3. any refunds of or loss or credit carry forwards with respect to costs, Taxes
or expenses borne by Assignor or Assignor's predecessors in title that are attributable to
the period prior to the Effective Time, any refund of Assignor's income Taxes, and any of
Assignor's income Tax credit or loss carry forwards;
4. any claims and causes of action of Assignor arising under or with respect
to the Assets and all proceeds arising from such claims and causes of action, including
any settlements thereof, to the extent such claims, causes of action and proceeds are
attributable to the period prior to the Effective Time;
5. all audit rights arising under any of the Material Agreements or otherwise
with respect to any period prior to the Effective Time or to any of the Excluded Assets
and, in each case, that do not relate to any Assumed Liabilities, except for any Imbalances
and except that the Assignee is entitled to participate in any Tax audit or proceeding to
the extent that Assignee is or may be liable as a successor under applicable Law;
6. all abandoned and unclaimed property reportable under any state or local
unclaimed property, escheat or similar Law for which the dormancy period has elapsed
by the Closing Date;
7. any claims against Third Parties related to the Retained Liabilities;
8. communications and communications- related equipment wholly owned or
operated by Assignor that are not used or held for use exclusively in connection with the
Assets as of the Effective Time including (a) communications towers and 900 MHz
spread spectrum and licensed master radios on Hogsback Mountain, (b) communication
towers and 5.8 GHz radios supporting SWD operations and (c) related communications
licenses granted by the Federal Communications Commission or other Governmental
Authority;
9. all Cygnet hardware and software and SCADA and similar automation and
control equipment and facilities that are not used exclusively in connection with the
Assets as of the Effective Time;
10. any titled vehicles;
11. all communications and work product covered by the attorney client or
attorney work product privileges (excluding abstracts of title, title opinions and title
curative documents);
12. all seismic, if any, geophysical, geochemical, and interpretative data and
information;
D -1 -4 WY CHU
000427
13. all reserve reports (other than the reserve report dated as of April 1, 2011
prepared by DeGolyer and MacNaughton with respect to the Assets that has been
furnished to Assignee) prepared by Assignor or its consultants, and all reserve reporting
and classification information and supporting materials with respect to Assignor's
determination or reporting of its reserves;
Taxes;
14. the Cow Hollow Retained Border Interests (as defined below);
15. "record title," as recognized by the Bureau of Land Management, with
respect to all lands covered by Lease 0050061 -000, USA WYW -05924 (provided that
Assignor's "operating rights," as recognized by the Bureau of Land Management, and
overriding royalty interest in such Lease and all other rights of Assignor under the Lease,
insofar as the Lease covers the Leased Lands, shall be included in the Assets);
16. all corporate minute books;
17. all financial records and other business records to the extent not included
in the Records;
18. all of the files, records, data and information relating to Assignor's income
19. all of Assignor's proprietary software, patents, trade secrets, copyrights,
names, trademarks, logos and other intellectual property;
20. any contract or agreement that would otherwise constitute a Material
Agreement but that has terminated in accordance with its terms or pursuant to which all
of the obligations of the parties thereto have been fully and finally performed; and
21. all saltwater disposal wells, injection wells and related facilities operated
by Assignor and all related disposal agreements, permits and authorizations.
In addition, the Excluded Assets shall include, and Assignor shall reserve, the nonexclusive right
to use the following (and Assignor shall bear the cost of perpetuating and maintaining the same
in proportion to its use thereof): the types of property described in paragraph "(e)(i)" above that
are used or held for use in connection with (A) other properties of Assignor that are not included
in the Assets, or (B) the production, gathering, compression, treating, transportation, storage,
processing, sale or disposal of Hydrocarbons produced from other properties of Assignor that are
not included in the Assets.
For purposes of this Assignment, the following terms shall have the following meanings:
"Cow Hollow Unit Agreement" means the Unit Agreement for the Development and
Operation of the Cow Hollow Unit Area, County of Lincoln, State of Wyoming, dated
effective January 21, 1985.
"Cow Hollow Unit Operating Agreement" means the Unit Operating Agreement for the
Cow Hollow Unit Area dated January 1, 1985.
D -1 -5 WY CHU
000428
"Cow Hollow Unit" means all depths in the federal exploratory unit formed pursuant to
the Cow Hollow Unit Agreement.
"Cow Hollow Retained Border Interests" means:
(i) all right, title and interest of Assignor, whether now owned or
hereafter acquired, in and to any oil and gas leases or portions thereof outside the
Cow Hollow Unit that are not included in the Leases (which retained leases
include leases that border on or are in the vicinity of the boundary of the Cow
Hollow Unit);
(ii) all rights that are derived under or from the leases reserved by
Assignor in clause (i) above in all pooling and communitization agreements,
declarations and orders, whether now existing or hereafter created, which
include certain pooling or communitization agreements that cover lands both
within and outside of the Cow Hollow Unit and in which (x) the Cow Hollow
Unit acreage participates for its proportionate acreage share (and, accordingly, in
which the Leases within the Cow Hollow Unit participate under the Cow Hollow
Unit Agreement and Cow Hollow Unit Operating Agreement) and (y) the leases
retained by Assignor in clause (i) above participate; and
(iii) all rights that are derived under or from the leases reserved by
Assignor in clause (i) above, and the rights reserved to Assignor in clause (ii)
above, in: (x) all oil and gas wells and other wells now or hereafter located on
the areas covered by the pooling or communitization agreements described in
clause (ii) above, whether producing or non producing, (y) all personal property
and equipment associated therewith, and (z) all Hydrocarbons allocated or
attributable thereto.
(For clarity, the rights reserved to Assignor in clause (iii) above: (A) include
rights in the Wells described in Exhibit A -2 -2 and all other oil and gas wells and
other wells now or hereafter located on the areas covered by the pooling or
communitization agreements described in clause (ii) above, within or outside of
the boundaries of the Cow Hollow Unit, in which the rights reserved to Assignor
in clauses (i) and (ii) above are entitled to participate by virtue of such pooling or
communitization agreements, but (B) do not include the rights derived under or
from the Leases in the Wells described in Exhibit A -2 -2 and other oil and gas
wells and other wells now or hereafter located on the areas covered by the pooling
or communitization agreements described in clause (ii) above, within or outside of
the boundaries of the Cow Hollow Unit.)
TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns
forever.
Section 2 This Assignment is made and accepted expressly subject to the following
terms and conditions:
D -1 -6 WY CHU
000429
A. Limited Title Warranty; Disclaimers. Assignor warrants and agrees to defend
Assignee against every Person whomsoever lawfully claiming or to claim (i) an interest in any
Allocated Property or any part thereof by, through or under Assignor or its Affiliates, but not
otherwise, which claim, if successful, would constitute a Title Defect that causes Assignor not to
have Defensible Title to such Allocated Property or (ii) an interest in any (A) personal property,
fixtures, facilities, boilers, tanks, equipment, rolling stock, materials, operating inventory or
similar assets, or (B) any Easements included in the Assets, by, through or under Assignor or its
Affiliates, but not otherwise, which claim, if successful, would cause Assignor not to have good
title to such Asset. Subject to the representations, warranties and covenants of Assignor in the
Purchase Agreement, Assignor's failure to pay delay rentals, lease extension payments or similar
payments shall not constitute a breach of Assignor's special warranty in this paragraph "A."
EXCEPT AS EXPRESSLY SET FORTH ABOVE IN THIS PARAGRAPH "A" AND
EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF
ASSIGNOR CONTAINED IN THE PURCHASE AGREEMENT, THIS ASSIGNMENT IS
MADE WITHOUT (a) ANY WARRANTY OR REPRESENTATION, WHETHER
EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO (i) TITLE TO
THE ASSETS, THE CONDITION, QUANTITY, QUALITY, FITNESS FOR A
PARTICULAR PURPOSE, CONFORMITY TO THE MODELS OR SAMPLES OF
MATERIALS OR MERCHANTABILITY OF ANY EQUIPMENT OR ITS FITNESS
FOR ANY PURPOSE, (ii) THE ACCURACY OR COMPLETENESS OF ANY DATA,
REPORTS, RECORDS, PROJECTIONS, INFORMATION OR MATERIALS NOW,
HERETOFORE OR HEREAFTER FURNISHED OR MADE AVAILABLE TO
ASSIGNEE IN CONNECTION WITH THE PURCHASE AGREEMENT OR THIS
ASSIGNMENT, (iii) PRICING ASSUMPTIONS, OR QUALITY OR QUANTITY OF
HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE ASSETS OR THE
ABILITY OR POTENTIAL OF THE ASSETS TO PRODUCE HYDROCARBONS,
(iv) THE ENVIRONMENTAL CONDITION OF THE ASSETS, BOTH SURFACE AND
SUBSURFACE, INCLUDING ALL RISKS THAT THE ASSETS MAY CONTAIN
WASTE MATERIALS (WHETHER TOXIC, HAZARDOUS, EXTREMELY
HAZARDOUS OR OTHERWISE) OR OTHER ADVERSE PHYSICAL CONDITIONS,
INCLUDING THE PRESENCE OF UNKNOWN ABANDONED OIL AND GAS WELLS,
WATER WELLS, SUMPS, PIPELINES OR OTHER WASTE OR SPILL SITES WHICH
MAY NOT HAVE BEEN REVEALED BY ASSIGNEE'S INVESTIGATION, (v) ANY
IMPLIED OR EXPRESS WARRANTY OF NON INFRINGEMENT, OR (vi) ANY
OTHER MATTERS CONTAINED IN ANY MATERIALS FURNISHED OR MADE
AVAILABLE TO ASSIGNEE BY ASSIGNOR OR BY ASSIGNOR'S AGENTS OR
REPRESENTATIVES, OR (b) ANY OTHER EXPRESS, IMPLIED, STATUTORY OR
OTHER WARRANTY OR REPRESENTATION WHATSOEVER. ASSIGNEE IS
RELYING SOLELY UPON THE TERMS OF THE PURCHASE AGREEMENT, THIS
ASSIGNMENT AND ITS OWN INSPECTION OF THE ASSETS, AND, EXCEPT AS
OTHERWISE PROVIDED IN THE PURCHASE AGREEMENT OR THIS
ASSIGNMENT, ASSIGNEE SHALL ACCEPT ALL OF THE SAME IN THEIR "AS IS,
WHERE IS" CONDITION.
AS PARTIAL CONSIDERATION FOR THE PARTIES ENTERING INTO THIS
ASSIGNMENT AND THE PURCHASE AGREEMENT, EACH PARTY HEREBY
WAIVES THE PROVISIONS OF THE TEXAS DECEPTIVE TRADE PRACTICES
D -1 -7 WY CHU
CONSUMER PROTECTION ACT, ARTICLE 17.41 ET SEQ., TEXAS BUSINESS AND
COMMERCE CODE, A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND
PROTECTION, AND ALL OTHER CONSUMER PROTECTION LAWS OF THE
STATE OF TEXAS, OR OF ANY OTHER STATE, THAT MAY BE APPLICABLE TO
THIS TRANSACTION, THAT MAY BE WAIVED BY SUCH PARTY. IT IS NOT THE
INTENT OF EITHER PARTY TO WAIVE, AND NEITHER PARTY DOES HEREBY
WAIVE, ANY LAW OR PROVISION THEREOF THAT IS PROHIBITED BY LAW
FROM BEING WAIVED. EACH PARTY REPRESENTS THAT IT HAS HAD AN
ADEQUATE OPPORTUNITY TO REVIEW THE PRECEDING WAIVER PROVISION,
INCLUDING THE OPPORTUNITY TO SUBMIT THE SAME TO LEGAL COUNSEL
FOR REVIEW AND ADVICE AND AFTER CONSULTATION WITH AN ATTORNEY
OF ITS OWN SELECTION VOLUNTARILY CONSENTS TO THIS WAIVER, AND
UNDERSTANDS THE RIGHTS BEING WAIVED HEREIN.
THE PARTIES AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW
TO BE OPERATIVE, THE DISCLAIMERS OF WARRANTIES CONTAINED IN THIS
PARAGRAPH "A" ARE "CONSPICUOUS" DISCLAIMERS FOR THE PURPOSES OF
ANY APPLICABLE LAW, RULE OR ORDER.
B. Purchase Agreement. This Assignment is made subject to the Purchase
Agreement. The Purchase Agreement contains certain representations, warranties, indemnities,
assumptions and agreements between the Parties, some of which survive the delivery of this
Assignment, as provided for therein and shall not be merged into this Assignment or be
otherwise negated by the execution or delivery of this Assignment. This Assignment shall not be
construed to amend the Purchase Agreement or vary the rights or obligations of either Assignor
or Assignee from those set forth in the Purchase Agreement. In the event of any conflict
between this Assignment and the Purchase Agreement, the terms of the Purchase Agreement
shall control.
C. Governmental Assignment Forms. The Parties shall execute and deliver such
other assignments and assumptions, bills of sale, or deeds necessary to transfer the Assets to
Assignee, including any conveyances on official forms and related documentation necessary to
transfer the Assets to Assignee in accordance with requirements of state and federal
governmental regulations. Those assignments shall be deemed to contain all of the terms hereof.
The interests conveyed by such separate assignments are the same, and not in addition to, the
interests conveyed herein.
D. Successors and Assigns. The terms, covenants and conditions contained in this
Assignment are binding upon and inure to the benefit of Assignor and Assignee and their
respective successors and assigns, and such terms, covenants and conditions are covenants
running with the land and with each subsequent transfer or assignment of the Assets or any part
thereof.
000430
E. Counterparts and Recordation. This Assignment may be executed in any number
of counterparts, each of which shall be deemed to be an original instrument, but all of which
together shall constitute but one instrument. To facilitate recordation or filing of this
Assignment, each counterpart filed with a county or state agency or office may contain only
D -1 -8 WY CHU
000431
those portions of the Exhibits to this Assignment that describe property under the jurisdiction of
that agency or office. Complete copies of this Assignment containing the entire Exhibits have
been retained by Assignor and Assignee.
F. Governing Law. The validity and construction of the portions of this Assignment
that pertain to the conveyance of Wyoming real property interests shall be governed by and
construed in accordance with the laws of Wyoming, without regard to its conflict of law rules,
and the other provisions of this Assignment shall be governed by and construed in accordance
with the laws of the State of Texas, without regard to its conflict of law rules.
[Signature Pages Follow]
D -1 -9 WY CHU
000432
EXECUTED on the dates contained in the acknowledgment of this instrument, to be
effective for all purposes as of the Effective Time.
[SIGNATURE PAGE TO ASSIGNMENT, BILL OF SALE AND CONVEYANCE]
D -1 -10 WY CHU
ASSIGNOR:
EOG Resour) s, Inca
By (tt
Name: Brian J. Kissick
Title: Vice President
By: /1
Name: J. Michael 7chween
Title: Agelt and Attorney -in -Fact
ASSIGNEE:
Koch Exploration Company,
if/4
�VL
STATE OF COLORADO
ss.
CITY AND COUNTY OF DENVER
The foregoing instrument was acknowledged before me this 1st day of September, 2011
by J. Michael Schween, as Agent and Attorney -in -Fact of EOG Resources, Inc., a Delaware
corporation, on behalf of such corporation.
Witness my hand and official seal.
My Commission expires:
LAKE UTLER
NOTARY PUBLIC
STATE OF COLORADO
My Commission Expires Dec. 2, 2012
STATE OF COLORADO
ss.
CITY AND COUNTY OF DENVER
The foregoing instrument was acknowledged before me this 1st day of September, 2011
by Brian J. Kissick, as Vice President of Koch Exploration Company, LLC, a Delaware limited
liability company, on behalf of such limited liability company.
Witness my hand and official seal.
My Commission expires:
c) iI\P4)
Notary Public
[ACKNOWLEDGMENTS TO ASSIGNMENT, BILL OF SALE AND CONVEYANCE]
D- 1- 11 —WYCHU
000433
RECORD
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LEGAL DESCRIPTION WITH DEPTHS
Insofar and only insofar as lease covers:
22N- 112W -15: NESW. N2SE
22N- 112W -22: ALL
22N- 112W -26: NENE, S2NE
All Depths
*Record Title is excluded and will be retained by EOG
Resources, Inc.
Insofar and only insofar as lease covers:
22N- 112W -26: SW, N2SE, SWSE
22N- 112W -28: E2NE. NESE
All Depths
'Section 16. T22N -R112W
As to formations below the stratigraphic equivalent of
11,900 feet, being the total depth drilled in the Cow
Hollow Unit #4 well, located in the NWNW of Section
16, T22N -R112W
Insofar and only insofar as lease covers:
22N- 112W -34: NENW
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400.00
LEASE
EFFECTIVE
DATE
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LESSOR
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SLLILO MAM VSfl
USA WWY- 071776
LEASE NO.
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000 EPOOSOO
000- 1*00500
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000435
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RECORD
TITLE
EOG ORRI
(APO)
EOG ORRI
(BPO)
OPERATING
RIGHTS
(APO)
0
0
0
0
0
0
0
0
r-i
OPERATING
RIGHTS
(BPO)
0
0
0
0
0
0
0
0
LEGAL DESCRIPTION WITH DEPTHS
'LLr IILW-1i: J
From the surface of the earth to the stratigraphic
equivalent of the subsurface depth of 11,000 feet as
found in the Opal Unit No. 2 well located in the SE of
'Section 20, Township 22 North, Range 112 West, 6th
'P.M., Lincoln County, Wyoming, but in no event below
the base of the Frontier Formation
GROSS
ACRES
0
0
0
v
LEASE
EFFECTIVE
DATE
m
al
m
0
LESSOR
LEASE NO.
0
0
0
Lil
o
0
0
0
0
0
LIJ
LLI
0
H
0
W
2
U
a
000436
0
a)
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Leases and Leased Lands
EXHIBIT A-1
EOG ORRI
(APO)
COW HOLLOW
1 Z9LISTO0'0
1 Z9LISTO0'0
1 Z9L1ST00'0
1 Z9LISTO0'0
1 0.00019737
1 Z9LISTO0'0
1 0.00010762
1 Z9LISTO0'0
1 Z9LISTO0'0
1 Z9LTST00•0
1 Z9LISTO0'0
1 0.00075883
1 Z9LISTO0'0
1 Z9LISTO0'0
1 Z9LTSTO0'0
1 0.00151762
1 Z9LISTO0'0
1 Z9LISTO0'0
1 Z9LISTO0'0
1 Z9LISTO0'0
1 Z9LTST00 "0
0.00151762 1
1 Z9LISTO0'0
1 0.00151762 l
1 Z9LTST00•0
1 Z9LISTOO *0
1 Z9LISTO0'0
0.00151762 1
1 Z9LISTO0'0
0.000197371
1 Z9LISTO0'0
1 Z9LISI00•0
1 Z9LISTOO *0
1 Z9LISTOCIO
1 LEL6T000'0
1 Z9LIST00•0
EOG ORRI
(BPO)
98819510'0
Z9LIST00•0
Z9LIST000
1 0.00151762
1 0.00019737
Z9LTST00•0 I
Z9L0T000'0
Z9LTST00'0
Z9LISTO0'0
Z9LISTO0'0
Z9LTST00•0
1 0.00075883
Z9LISTO0'0
Z9LIST00•0
Z9LISTO0'0
Z9LTST00•0
Z9LTST00•0
Z9LTST00'0
Z9LISTO0'0
0.00151762
Z9LISTO0'0
1 Z9LISTO0'0
1 Z9LISTO0'0
1 Z9LISTO0'0
I Z9LISTOO *0
1 Z9LTST00'0
1 Z9LISTO0'0
0.00151762 I
1 Z9LISTO0'0
0.00019737 1
0.00151762 1
1 Z9LTSI00'0
1 Z9L1S100'0
0.00151762 1
0.00019737 1
1 Z9LIST00•0
EOG NRI
(APO)
0.18224323
1 0.18224323
0.18224323
EZ£17ZZ8T'0
091£9900'0
0.18224323
0.04556100
1 0.18224323
0.18224323
0.18224323
0.18224323
1891?1160'0
1 0.18224323
0.18224323
EZ£bZZ8T'0
I 0.18224323
0.18224323
EZEVZZ8T'0
£ZE•ZZ8T'0
0.18224323
0.18224323
0.18224323 I
0.18224323
0.18224323
0.18224323
0.18224323
0.18224323 1
0.18224323 1
0.18224323 1
0.00663160
0.18224323
0.18224323
0.18224323
1 £ZEVZZ8r0
0.00663157 1
0.18224323 1
EOG GWI
(APO)
0.21694190
06Tb69TZ'0
061176912'0
1 0.21694190
ELb68L00•0
061176912'0
1 0.05423548
0611769TZ'0 I
1 0.21694190
06Tb69TZ'0
061b691Z'O
00TL1780T'0 j
1 0.21694190
0.21694190
06Ib69TZ'0 J
106Ib69IZ'0
06Tb69TZ'0
06Tb69TZ•0
1 0.21694190
0.21694190
0.21694190
0.21694190
1 06117691Z'0
10611769't 0
1 06I1769TZ'0
0.21694190 1
1 0611769TZ'0
0.21694190 1
1 06Tb69TZ0
0.00789474 1
1 061176912'0
1 061176912 "0
1 061176912'0
0.21694190 1
0.00789473 1
0.21694190 1
EOG NRI
(BPO)
0.000
1 0.18224323
00000000'0 1
0.18224323
1 0.00663160 I
1 0.18224323
1 o.00000000
1 0.18224323
1 0.18224323
0.00000000
0.18224323
1 891ZTT60•0 1
1 0.18224323
0.18224323
0.18224323
0.18224323
0.18224323
0.20138102
0.20138102
0.18224323
0.18224323
0.18224323
0.18224323
0.18224323
0.182243231
1 EZEiZZ8I'0
0.18224323 1
0.18224323 1
0.18224323 1
1 0.00663160 1
0.18224323 1
0.18224323 1
0.00000000
0.18224323 1
09665800'0
0.18224323 1
EOG GWI
(BPO)
1 o.0 0000000
061b69'Z'0
0.00000000
1 0.21694190
0.00789473
1 0.21694190
1 0.00000000
0611769TZ 0 1
0.21694190
1 00000000'0
0.21694190 1
OOTLb80T'0
0611769120 1
1 0.21694190 I
06Ib69IZ'0
0.21694190 1
0.21694190 1
1 0.23982801
0.23982801
0.21694190
061b69TZ'0
06Tb69TZ•0
0.21694190
0.21694190
0.21694190
0.21694190
0.21694190
06Tb69TZ'0
06Tb69TZ'0
0.00789474
L06I1769TZ'0
0.21694190 1
1 00000000'0
LO6'117691Z'O
1 86ELZOT0'0
0.21694190 1
Legal Description
122N- 112W -10 -NWSE
122N- 112W -14 -NENW
123N- 112W -33 -NENE
MS3S 9E NZZ
22N- 112W -8 -NESW
23N- 112W -34 -SENW
122N- 112W -24 -SESE
22N- 112W -35 -NENE
122N- 112W -27 -NWNW
122N- 112W -25 -NENW
122N- 112W -36 -NWNE
122N- 112W -24 -NWSW
122N- 112W -27 -NWSE
123N- 112W -25 -NENE
[3N- 112W -36 -NENE
123N- 112W -35 -SENW
123N- 112W -25 -SWSW
3NMN
22N- 112W -11 -NESW
22N- 112W -22 -NWSE
123N- 112W- 28 -SESW
123N- 112W -25 -SWNW
I23N-112W -26 -NWSE
123N- 112W -26 -SWNW
22N- 112W -2 -SWNE
22N- 112W -2 -SWSE
123N- 112W -27 -NWSE
123N- 112W -28 -SENW
23N- 112W -28 -NESE
22N- 112W -8 -SWNW
I23N- 112W -36 -SENW
22N- 112W -10 -SENE
22N- 112W -14 -NENE
123N- 112W -34 -NENE
22N7112W- 8 -NESE 1
23N- 112W -35 -NENE 1
Payout
Od8
OdN
Od8
OdN
OdN
OdN
0d9
OdN
OdN
0d8
OdN
OdN
OdN
OdN
OdN
OdN
OdN
0d9
Od8
OdN
OdN
OdN
OdN
OdN
OdN
OdN
OdN
OdN
OdN
OdN
OdN
OdN
Od8
Od N
1 Od8
1 OdN
aweN IIaM
'COW HOLLOW 1
'COW HOLLOW 10
'COW HOLLOW 11
'COW HOLLOW 15
'COW HOLLOW 20
'COW HOLLOW 25
'COW HOLLOW 30 -24
'COW HOLLOW 35
'COW HOLLOW 36
'COW HOLLOW 37
'COW HOLLOW 38
'COW HOLLOW 40 -24
'COW HOLLOW 42
'COW HOLLOW 44
'COW HOLLOW 45
'COW HOLLOW 46
'COW HOLLOW 53
1COW HOLLOW 54
1COW HOLLOW 55
1 1
1COW HOLLOW 57 -22
1COW HOLLOW 58
COW HOLLOW 60
1COW HOLLOW 61
1COW HOLLOW 65
1COW HOLLOW 68 I
1COW HOLLOW 69 I
1COW HOLLOW 70 I
1COW HOLLOW 71 1
1COW HOLLOW 72 I
COW HOLLOW 74 1
COW HOLLOW 76 I
1COW HOLLOW 79 I
COW HOLLOW 81 1
1
COW HOLLOW 83 1
COW HOLLOW 85 1
1
ICOW HOLLOW 86 1
IdV
4902320621
1 4902320722
I 4902320743
1 4902320799
4902320831 I
4902320889
4902321942
1 4902320971
4902320975
1 4902320957
4902320983
4902321740
4902320976
1 4902320974 I
1 4902320982
4902320991
4902321035 I
4902321046
4902321090 I
1 4902321050
4902321083
4902321123
4902321122
1 4902321155
1 4902321205
4902321207 1
1 4902321485 1
1 4902321499
1 4902321418
4902321400 1
1 4902321235 1
4902321231 1
4902321248 1
4902321414 1
4902321397 1
4902321413
To
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Ca
co
To
000437
c)
0
EXHIBIT A-2-1
LU
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CO
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0
0
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0)
CL
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0
0
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0
W
OG
Z O
W
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W
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0.
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0
0
m
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w
0
0
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4k
a
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0
0
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0
0
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000439
CY
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clt
000440
0
a)
w
d
Contract No.
Description of Contract
MK000631
(G150)
Gas Gathering, Processing, Dehydrating and Treating Agreement dated
January 1, 2008, by and between Williams Field Services Company, LLC and
EOG Resources, Inc.
MGR49001
(6747)
Gas Purchase Agreement dated August 9, 1995, by and between Enron Oil
Gas Company and Mountain Gas Resources, Inc., as amended by
Amendment to the Gas Purchase Agreement dated May 18, 2005;
Amendment to the Gas Purchase Agreement dated September 1, 2005;
Amendment to the Gas Purchase Agreement dated November 28, 2005;
Amendment to the Gas Purchase Agreement dated December 5, 2005 and
Amendment to the Gas Purchase Agreement dated January 17, 2007.
MK000579
Crude Oil and Condensate Purchase Agreement dated July 21, 2007, by and
between TEPPCO Crude Oil, LLC and EOG Resources, Inc., as amended by
Amendment No. 41 dated January 13, 2011.
EXHIBIT B -1
Hydrocarbon Sales, Purchase, Gathering, Compression, Treating, Transportation, Storage
and Processing Agreements Included in the Assets
ATTACHED TO ASSIGNMENT, BILL OF SALE AND CONVEYANCE
Lincoln County, Wyoming
000441
D -1— WY CHU Page 1 of 1
HOUSTON
CONTRACT
NO.
DENVER
CONTRACT
NO.
NAME OF CONTRACT
COW HOLLOW
K0031744
Cow Hollow Unit Agreement and Unit Operating Agreement WY049P56- 85U865
(WYW109472X) dated effective 1/21/1985 by Amoco Production Company, Operator
K0031748
Farmout Agreement dated 12/29/1984, as amended, by and between Belco Development
Corporation, Farmor and Amoco Production Company, Farmee
K0033121
Communitization Agreement WYW- 156608 dated effective 12/1/2000
K0033200
BP -EOG MOXA Arch Farmout Agreement dated effective 7/31/2003, as amended and as
extended, by and between BP America Production Company and EOG Resources, Inc.
K0033205
Operating Agreement dated 1/21/2004, as amended, by and between EOG Resources,
Inc. for Drilling, Evaluation, Completion and Plugging and Abandonment and BP America
Production Company for Post completion Operations, as Operators and Chevron USA
Inc at al Nnn- nnaratnrc
K0033273
Marketing /Nomination Letter Agreement dated 3/16/2004 by and between EOG
K0033276
Operating Agreement dated 2/1/2004, as amended, by and between Westport Oil and
Gas Company. LP. Operator and EOG Resources, Inc.. et al. Non operators
K0033278
Operating Agreement dated 1/21/2004, as amended, by and between EOG Resources,
Inc. for Drilling, Evaluation, Completion and Plugging and Abandonment and BP America
Production Company for Post completion Operations, as Operators and Chevron USA
Inc et al Nnn- nnaratnrc
K0033326
Operating Agreement dated 1/1/2005, as amended, by and between Westport Oil and
Gas Company, LP, Operator and EOG Resources, Inc., et al, Non operators
K0033327
Operating Agreement dated 1/1/2005, as amended, by and between Westport Oil and
Gas Company, LP, Operator and EOG Resources, Inc., et al, Non operators
K0033329
Operating Agreement dated 6/1/2005, as amended, by and between Westport Oil and
Gas Company, LP, Operator and EOG Resources, Inc., et al, Non operators
K0033330
Communitization Agreement WYW- 168727 dated effective 8/1/2004 executed by
Westport Oil and Gas Company, LP, et al
K0033333
Wellbore Farmout Contract dated 9/14/2005 effective 1/1/2005 as amended, by and
between Anadarko E &P Company, LP, Farmor and EOG Resources, Inc. Farmee
EXH
Material Agreements
ATTACHED TO ASSIGNMENT, BILLOF SALE AND CONVEYANCE
Lincoln County, Wyoming
000442
Page 1 of 3
HOUSTON
CONTRACT
NO.
DENVER
CONTRACT
NO.
NAME OF CONTRACT
COW HOLLOW
K0033354
Communitization Agreement WYW- 168805 dated effective 3/1/2005 executed by
Westport Oil and Gas Company, LP, et al
K0033356
Communitization Agreement WYW- 168805 dated effective 9/1/2005 executed by
Westport Oil and Gas Company, LP, et al
K0033357
Communitization Agreement dated effective 3/1/2005 executed by Westport Oil and Gas
Company, LP, et al
K0033358
Operating Agreement dated 5/18/2006, as amended, by and between EOG Resources,
Inc. for Drilling, Evaluation, Completion and Plugging and Abandonment and BP America
K0033359
Operating Agreement dated 6/6/2006, as amended, by and between EOG Resources, Inc.,
Operator and Chevron USA Inc., et al, Non operators
K0033364
Operating Agreement dated 8/1/2006, as amended, by and between Kerr -McGee Oil
Gas Onshore, LP, Operator and EOG Resources Inc., et al, Non operators
K0033365
Operating Agreement dated 9/1/2006, as amended, by and between Kerr -McGee Oil
Gas Onshore, LP, Operator and EOG Resources Inc., et al, Non operators
K0033370
Communitization Agreement WYW- 174664 dated effective 11/1/2005 executed by EOG,
et al
K0033371
Communitization Agreement WYW- 169303 dated effective 11/18/2005 executed by EOG
Resources, Inc., et al
K0033374
Operating Agreement dated 11/21/2006, as amended, by and between EOG Resources,
Inc., as Operator and Chevron USA Inc., et al, Non operators
K0033376
Operating Agreement dated 12/7/2006, as amended, by and between EOG Resources,
Inc., as Operator and Chevron USA Inc., et al, Non operators
K0033389
Communitization Agreement WYW175241 dated effective 9/9/2005 executed by EOG
Resources, Inc., Operator, et al
K0033391
Communitization Agreement WYW175824 dated effective 9/1/2006 executed by EOG
Resources, Inc., et al
K0033400
Communitization Agreement WYW 178428, effective 7/1/2007 executed by EOG
Resources, Inc., Operator, et al
K0033403
Operating Agreement dated 9/5/2007, as amended, by and between EOG Resources, Inc.,
as Operator and Chevron USA Inc., et al, Non- operators
K0033406
Communitization Agreement WYW- 175557 effective 12/1/2006. By and between BP
America Production Company, Operator and EOG Resources, Inc., et al, Non operators
K0033408
Communitization Agreement WYW- 175556, as amended, effective 12/1/2006. By and
between BP America Production Company, Operator and EOG Resources, Inc., et al, Non
operators
K0033409
Operating Agreement dated 10/4/2007, as amended, by and between EOG Resources,
Inc., as Operator and Chevron USA Inc., et al, Non operators
EXHIBIT B -2
Material Agreements
ATTACHED TO ASSIGNMENT, BILLOF SALE AND CONVEYANCE
Lincoln County, Wyoming
U00443
Page 2 of 3
HODS rQN
CONTRACT
NO.
DENVER
CONTRACT
NO.
NAME OF CONTRACT
COW HOLLOW
K0033545
Communitization Agreement WYW- 168984 dated effective 1/18/2005 executed by EOG
Resources, Inc., Operator, et al
K0033871
Operating Agreement dated 1/1/2009, as amended, by and between Cabot Oil Gas
Corporation, Operator and EOG Resources, Inc., et al, Non operators
K0034741
Operating Agreement dated 7/1/1998, as amended, by and between Enron Oil Gas
Company, Operator and Amoco Production Company, et al, Non operators
K0034821
Communitization Agreement WYW- 148332 dated effective 1/1/1999 executed by EOG
Resources, Inc., Operator, et al
K0035141
Operating Agreement dated 12/1/2002, as amended, by and between Cabot Oil Gas
Corporation, Operator and EOG Resources, Inc., et al, Non operators
K0035162
Operating Agreement dated 1/16/2003, as amended, by and between EOG Resources,
Inc., Operator and BP America Production Company, et al, Non operators
K0035178
Operating Agreement dated 5/23/2003, as amended, by and between EOG Resources,
Inc., Operator and BP America Production Company, et al, Non operators
K0035240
Operating Agreement dated 2/1/2004, as amended, by and between Westport Oil Gas
Company, LP, Operator and EOG Resources, Inc., et al, Non operators
K0035241
Operating Agreement dated 2/1/2004, as amended, by and between Westport Oil And
Gas Company, LP, Operator and EOG Resources, Inc., et al, Non operators
K0035276
Communitization Agreement WYW- 159296 dated effective 4/1/2004 executed by EOG
Resources, Inc., et al
K0035357
Communitization Agreement WYW 159324 dated effective 4/21/2003 executed by Cabot
Oil Gas Corporation, et al
K0035401
Communitization Agreement WYW- 161566 dated effective 4/1/2004 executed by EOG
Resources, Inc., et al
K0035692
Communitization Agreement WYW- 169158 dated effective 4/1/2006 executed by Cabot
Oil Gas Corporation, et al
K0300202
Agreement for Settlement of Claims dated effective 12/10/2002 by and between Larry
Madsen, as Special Trustee of the H.M. Klaenhammer Revocable Trust dated May 9, 1996,
K0300203
Agreement Regarding Royalty, Reporting and Calculations dated effective as of the first
day of the first full production month after the calendar month in which the State of
Wyoming has obtained all regulatory approvals by and between EOG Resources, Inc. and
Pending
Communitization Agreement effective 10/1/2006 for the Cow Hollow Unit 266 -10 well,
executed by Kerr McGee Oil Gas Onshore LP, et al
Pending
Communitization Agreement effective 12/1/2006 for the Cow Hollow Unit 274 -26 well,
executed by Kerr McGee Oil Gas Onshore LP, et al
EXHIBIT B -2
Material Agreements
ATTACHED TO ASSIGNMENT, BILLOF SALE AND CONVEYANCE
Lincoln County, Wyoming
000444
Page 3 of 3