HomeMy WebLinkAbout963024127611
Recording Requested By
And When Recorded Mail To:
we54- morelcvna Kc,nnwierer, Snc.
964O 5w-441 Maroon COO e, SO4 a oo
Enc Co got 2.
A4-44A. 11,e8Vi
ASSIGNMENT AND ASSUMPTION OF LEASES
WITNESSETH:
00521
RECEIVED 2/1/2012 at 4:37 PM
RECEIVING 963024
BOOK: 780 PAGE: 521
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
SPACE ABOVE THIS LINE FOR RECORDER'S USE
THIS ASSIGNMENT AND ASSUMPTION OF LEASES (this "Assignment and
Assumption is dated as of January ')1 2012, by and between Chevron Mining Inc., a Missouri
corporation (formerly known as The Pittsburg and Midway Coal Mining Co.) "Assignor and
Westmoreland Kemmerer, Inc., a Delaware corporation "Assignee
WHEREAS, pursuant to the terms of that certain Purchase and Sale Agreement dated as
of December 23, 2011, by and between Assignor and Assignee (the "Purchase Agreement (i)
Assignor has agreed to assign to Assignee all of Assignor's right, title and interest in, to, and
under, and has agreed to delegate all its obligations under the leases described in Section 2.1 of
the Purchase Agreement as set forth in Exhibit A (the "Assigned Rights and (ii) Assignee has
agreed to assume all of Assignor's right, title and interest in and to, and obligations under, the
Assigned Rights and (iii) Assignee has agreed, subject to the terms of the Purchase Agreement,
to assume certain liabilities, obligations and commitments in connection therewith (the
"Assigned Liabilities and
WHEREAS, capitalized terms used and not defined in this Assignment and Assumption
shall have the meanings assigned to such terms in the Purchase Agreement.
NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, Assignor and
Assignee agree as follows:
1. Subject to the terms of the Purchase Agreement, Assignor does hereby assign to
Assignee (i) all of Assignor's right, title and interest in, to, and under, and delegates all its
obligations under, the Assigned Rights and (ii) all of Assignor's duties, obligations, and
covenants under the Assigned Liabilities.
2. Assignee acknowledges that the Assigned Rights are subject to Permitted
Encumbrances, including without limitation that certain Agreement not to Develop (Covenant to
Protect Easements) by and between Assignor and Chevron U.S.A. Inc., dated December 22,
2011 and recorded in Lincoln County, Wyoming in Book 778 at Page 246 (the "Agreement not
to Develop
3. Subject to the terms of the Purchase Agreement, Assignee does hereby accept
assignment of and assume (i) all of Assignor's right, title and interest in, to and under the
Assigned Rights and (ii) all of Assignor's duties, obligations, and covenants under the Assigned
Liabilities, including without limitation all obligations, restrictions and responsibilities of
Assignor pursuant to the Agreement not to Develop. Notwithstanding the foregoing, the interest
of the Assignor in the property subject to the Agreement not to Develop is transferred to
Assignee "AS IS, WHERE IS," and without any warranty whether express or implied or other
representation, warranty, covenant, indemnification or other obligations of Assignor under the
Purchase and Sale Agreement.
4. Assignor hereby covenants that, from time to time after delivery of this
instrument, at Assignee's request and without further consideration, Assignor will do, execute,
acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered, all
such further acts, deeds, conveyances, transfers, assignments and assurances as may reasonably
be required to more effectively assign the Leases to Assignee.
5. This Assignment and Assumption shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns.
6. The interpretation of this Assignment and Assumption shall be governed by the
substantive law of the State of New York without the application of conflict of laws principles.
7. Nothing in this Assignment and Assumption shall be deemed to supersede, alter
or modify any of the provisions of the Purchase Agreement, all of which survive the execution
and delivery of this Assignment and Assumption as provided and subject to the limitations set
forth in the Purchase Agreement. If any conflict exists between the terms of this Assignment and
Assumption and the terms of the Purchase Agreement, the terms of the Purchase Agreement
shall govern and control.
8. This Assignment and Assumption may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all of which shall constitute
one and the same instrument.
[SIGNATURES ON FOLLOWING PAGE]
00522
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Assignment and Assumption as of the day and year first written above.
Chevron Mining Inc.,
a Missouri c• •ration
[Signature Page]
By:
Name:
Title:
j
"r� >�i t
Westmoreland Kemmerer, Inc.,
a Del e corporation
B
Name:
Title: 144A— C? OU P
00523
l'"
Instrument
Date
Lessor
Amendments and Assignments
Coal Mining
Lease Agreement
5/6/76
Rock Springs
Royalty Co.
Assignment from FMC Corporation to
Intermountain Research and Development
Corporation dated February 26, 1997 as
recorded in Lincoln County at Book 394,
Page 767.
Consent from Union Pacific Land
Resources Corporation to FMC
Corporation dated 3/19/97.
Assignment from Intermountain Research
and Development Corp. to Chevron
U.S.A. dated 3/20/97 as recorded in
Lincoln County at Book 395PR, Page 566.
Assignment Agreement from Chevron
U.S.A. Inc. to Chevron Mining Inc., dated
December 22, 2011 recorded in Lincoln
County, Book 778 PR, Page 246.
Lease Agreement
3/31/86
City of
Kemmerer
Lease Agreement
3/31/86
City of
Kemmerer
Lease Agreement
3/31/86
City of
Kemmerer
License
Agreement
2/19/02
RME Land
Corp.
Lease Agreement
5/1/86
A. R.
Kulinsky and
Phyllis R.
Kulinsky
Letter from Chevron Mining Inc. to Linda
Roberts dated 12/8/11.
703432873v2
Exhibit A
00524