HomeMy WebLinkAbout964937Recording Requested By
And When Recorded Mail To:
Westmoreland Kemmerer, Inc.
9540 South Maroon Circle, Suite 200
Englewood, CO 80112
Attn: M. Kegley
ASSIGNMENT AND ASSUMPTION OF LEASES
RECEIVED 6/5/2012 at 4:17 PM
RECEIVING 964937
BOOK: 787 PAGE: 376
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 effective as of January 31, 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
WITNESSETH:
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
This Document is tieing recorded by
Rocky bilevfliiin Title Msumo, Agency
of Lincoln County as a COURTESY only
00376
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]
00377
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 corporation
By: a
Name: IOW
Title: L- c)
Westmoreland Kemmerer, Inc.,
a Delaware corporation
By:
Name:
Title:
[Signature Page]
00378
State of ec)/cfa d a
s
County of A rap. h0
The foregoing �ij trument as acknowledged before me, a notary public in and for said
County and State, by 14t qt. Warn r this o arday of 2012.
Witness my hand and official seal.
My Commission Expires:
Expires: July 21, 2013
Notary Public
CHERYL PAINTER
NOTARY PUBLIC
STATE OF COLORADO
003.7@'
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. corporation
By:
Name:
Title:
Westmoreland Kemmerer, Inc.,
a De ora on
By:
Name
Title:
[Signature Page]
00380
State of Coi-0`1 -*l ,0
ss.
County of U (•_LA
The foregoing instrument was acknowledged before me, a notary public in and for said
County and State, by- Ja S.(ArdtiarcArthis XV day of .4 2012L.
Witness my hand and official seal.
My Commission Expires: E2i 4t c /41
PUBLIC
Noun ninx
My Commission Expires
August 21, 2014
Notary Public
0'0381
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
0 0382