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HomeMy WebLinkAbout967624RECORDING 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, BILL OF SALE AND CONVEYANCE 'f009 RECEIVED 10/29/2012 at 2:40 PM RECEIVING 967624 BOOK: 797 PAGE: 94 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY This ASSIGNMENT, BILL OF SALE AND CONVEYANCE (this "Assignment by and between Voyager Gas Corporation, a Delaware corporation, whose address is 12941 North Freeway, Ste. 550, Houston, Texas 77060 "Assignor and White Oak Resources VI, LLC, a Delaware limited liability company, whose address is 12941 North Freeway, Ste. 550, Houston, Texas 77060 "Assignee is delivered to be effective as of 12:00 a.m. (Central Time) on March 1, 2012 (the "Effective Time 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 Assignee, its successors and assigns, subject to the reservations, exceptions, and provisions hereinafter set forth, an undivided Fifteen Percent (15 of all of Assignor's right, title and interest in and to all of the following (SAVE and EXCEPT the Excluded Assets, collectively called the "Properties A. The oil, gas and /or mineral leases, subleases, fee interests, fee mineral interests, mineral servitudes, royalties, overriding royalties, production payments, net profits interests, carried interests, reversionary interests and all other interests of any kind or character in oil, gas and /or other minerals in place described in Exhibit A attached hereto or the lands covered thereby (the "Leases B. All leasehold interests and other rights, titles and interests in any unit or pooled or communitized area in which any of the Leases are included, to the extent that these rights, titles and interests arise from and are associated with the Leases or Wells, including all rights, titles and interests derived from any unitization, pooling, operating, communitization or other agreement or from any declaration or order of any governmental authority (the "Units C. All oil, gas and condensate wells (whether producing, not producing or abandoned), water source, water injection and other injection or disposal wells and systems located on or within the geographic boundaries of the Leases or the Units, including those wells described in Exhibit A attached hereto (the "Wells D. (i) All flow lines, pipelines, gathering systems and related equipment located on the Leases, the Units, or the Permits, Easements and Surface Rights (as hereinafter defined) or appurtenant to the ownership or operation of the Wells are that are upstream of the applicable custody transfer points of Hydrocarbons produced from the Wells, Leases and Units to third party gas processing, and (ii) all facilities, equipment, owned compressors, well pads, tank batteries, water handling and injection systems and related equipment, improvements, fixtures, inventory, spare parts, tools and other personal property located on the Leases, Units, or Permits, Easements and Surface Rights (as hereinafter defined) or appurtenant to the ownership or operation of the Wells, Leases and Units (collectively, the "Equipment provided, however, Equipment shall not include rental equipment; E. All easements, rights -of -way, licenses, permits, servitudes, surface leases, surface use agreements, surface fee tracts, and similar rights, obligations and interests to the extent applicable to or used in the ownership or operation of the Wells, Leases, Units or Equipment (the "Permits, Easements and Surface Rights F. To the extent arising from and after the Effective Time, all rights, titles and interest in, and obligations under, all agreements and contracts to which Assignor is a party (or in which any of them otherwise hold an interest) and (i) by which the rights, titles, interests, properties and assets described in subsections (A) through (E) are bound or (ii) that are applicable to the rights, titles, interests, properties and assets described in subsections (A) through (E), including unit agreements, pooling declarations or agreements, farmout agreements, farmin agreements, operating agreements, and Hydrocarbon purchase and sale, production, marketing, storage, handling, gathering, compression, transportation, treating, exchange, processing and fractionating agreements, water use and water disposal agreements (collectively, the "Related Contracts and G. Any other interests owned by Assignor in the Leases or the lands covered thereby, Units, Wells, Equipment, Permits, Easements and Surface Rights, or Related Contracts whether such interests are incorrectly described in Exhibit A hereto or a description of such interests is omitted therefrom. H. Access to all of Assignor's files, records and data relating to the items described in subsections (A) through (G) above for the purposes of duplicating said files, records and data, 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, together with all rights, titles, interests, estates, remedies, powers and privileges thereunto appertaining unto Assignee and Assignee's successors and assigns, forever. This Assignment is made and accepted expressly subject to the following terms and conditions: 1. TI i A signment is made subject to that certain Purchase and Sale Agreement dated O 2�- 2012, by and between Voyager Gas Corporation, as Seller, and White Oak Resources VI, LLC, as Purchaser (the "PSA If there is any conflict 2 0009 3 OOO9 between the terms of this Assignment and the terms of the PSA, the PSA shall control in all respects and shall not merge into the terms of this Assignment. Capitalized terms not otherwise defined herein have the same meaning given to them in the PSA. 2. The Properties to be conveyed and assigned under this Assignment does not include the Excluded Assets (as defined in the PSA) (the "Excluded Assets 3. Unless otherwise provided in the PSA, Assignee accepts the Properties subject to and assumes and agrees to pay, perform, fulfill and discharge its proportionate share of all claims, costs (including but not limited to ad valorem, production, severance or excise taxes), expenses, liabilities (including but not limited to gas imbalances and environmental) and obligations in any way associated with or related to the Properties occurring on or after the Effective Time. Assignee shall be entitled to its proportionate share of all revenues attributable to the Properties after the Effective Time. Assignee agrees to defend, indemnify, save and hold harmless Assignor and its successors and assigns, forever from and against all claims, costs (including reasonable attorneys' fees and court costs), expenses, losses, damages and liabilities incurred by any such indemnified party for any matters arising in connection with the Properties, with respect to events occurring on or after the Effective Time as to the interest herein conveyed. 4. Unless otherwise provided in the PSA, Assignor agrees to pay, perform, fulfill and discharge all claims, costs (including but not limited to ad valorem, production, severance or excise taxes), expenses, liabilities (including but not limited to gas imbalances and environmental) and obligations in any way associated with or related to the Properties occurring prior to the Effective Time. Assignor shall be entitled to all revenues attributable to the Properties prior to the Effective Time. Assignor agrees to defend, indemnify, save and hold harmless Assignee and its affiliates, officers, directors, shareholders, representatives, employees, agents, successors and assigns forever from and against all claims, costs (including reasonable attorneys' fees and court costs), expenses, losses, damages and liabilities incurred by any such indemnified party for any matters arising in connection with the Properties, with respect to events occurring prior to the Effective Time. 5. 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. 6. Except as expressly provided in the PSA, this Assignment is made without warranty of any kind, express, statutory or implied except that Assignor hereby warrants and will defend the title of Assignee and its successors and assigns, against any and all persons claiming the whole or any part of the Properties hereby assigned, by, through or under Assignor, but not otherwise. ASSIGNEE EXPRESSLY NEGATES AND DISCLAIMS 0 ALL OTHER WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, STATUTORY OR IMPLIED. 7. 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, including, without limitation, further assignments or conveyances required by any state or federal authority, deeds and consents, to more fully and effectively grant, convey and assign to Assignee the Properties. 8. 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. 9. The references herein to contracts, agreements, burdens, encumbrances and other matters shall not be deemed to ratify or create any rights in third parties or merge with, modify or limit the rights of Assignor or Assignee, as between themselves. It is the intent of the parties hereto that this Assignment shall not be construed as a third party beneficiary contract. 10. The invalidity of any one or more provisions of this Assignment shall not affect the validity of this Assignment as a whole, and in case of any such invalidity, this Assignment shall be construed as if the invalid provision had not been included herein. 11. This Assignment shall be governed by and construed under the laws of the State of Texas, excluding any choice of law rules which may direct the application of the laws of another jurisdiction. 12. This Assignment may be executed in any number of counterparts, and by different parties in separate counterparts, and each counterpart hereof shall be deemed to be an original instrument, but all such counterparts shall constitute but one instrument. A copy or facsimile of a signed copy of this Agreement shall have the same force and effects as a signed original of this Agreement. 13. This Assignment binds and inures to the benefit of Assignor and Assignee and their respective successors and assigns. [Signature pages follow] 4 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. STATE OF TEXAS COUNTY OF HARRIS (Seal) C. SHAWN BARNHART MY COMMISSION EXPIRES July 23, 2013 ASSIGNOR: VOYAGER GAS CORPORATION By: Carl A. Chase, Vice President 00098 This instrument was acknowledged before me on 4-.o Q1( Z2 2012 by Carl A. Chase, Vice President of VOYAGER GAS CORPORATION, a Delaware corporation, on behalf of said corporation. 5 Notary Public in and or the tate of Texas STATE OF TEXAS COUNTY OF HARRIS (Seal) ri 'ice TERRI MARINO i MY COMMISSION EXPIRES October 8, 2016 ASSIGNEE: WHITE OAK RESOURCES VI, LLC -6 R. Michael Rayburn, Jr., Executive Vice President 00099 This instrument was acknowledged before me on �2 V 2012 by R. Michael Rayburn, Jr., Executive Vice President of WHIT OAK RESOURCES VI, LLC, a Delaware limited liability company, on behalf of said company. Akitko Notary Public in and for the State of Texas EXHIBIT "A" TO ASSIGNMENT, BILL OF SALE AND CONVEYANCE DATED EFFECTIVE MARCH 1, 2012 BY AND BETWEEN VOYAGER GAS CORPORATION, AS ASSIGNOR AND WHITE OAK RESOURCES VI, LLC, AS ASSIGNEE Leases and Wells [See attached] u J LINCOLN COUNTY, WYOMING EXHIBIT "A" Lessor: United States of America W -38501 Lessee: Date: February 28, 1983 Recorded: Description: 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 WELL(S): FONTENELLE II UNIT INCLUDING BUT NOT LIMITED TO THE FOLLOWING WELLS: FONTENELLE FED UNIT 11 -24 FONTENELLE FE DUNIT 23 -04D FONTENELLE FED UNIT 11-01D FONTENELLE FED UNIT 11 -04D FONTENELLE FED UNIT 11 -12 FONTENELLE FED UNIT 11 -23B FONTENELLE FED UNIT 11 -36 FONTENELLE FED UNIT 12 -01 FONTENELLE FED UNIT 12 -02 FONTENELLE FED UNIT 12 -03 FONTENELLE FED UNIT 12 -06 FONTENELLE FED UNIT 12 -07 FONTENELLE FED UNIT 12 -09D FONTENELLE FED UNIT 12 -10 FONTENELLE FED UNIT 12 -11 FONTENELLE FED UNIT 12 -12 FONTENELLE FED UNIT 12 -19 FONTENELLE FED UNIT 12 -24D FONTENELLE FED UNIT 12 -24DX FONTENELLE FED UNIT 12 -31 FONTENELLE FED UNIT 12 -33 FONTENELLE FED UNIT 13 -03 FONTENELLE FED UNIT 13 -04 FONTENELLE FED UNIT 13 -05F FONTENELLE FED UNIT 13 -07 FONTENELLE FED UNIT 13 -10 FONTENELLE FED UNIT 13 -11 FONTENELLE FED UNIT 13 -13 FONTENELLE FED UNIT 13 -23 1 00101 FONTENELLE FED UNIT 13 -24 FONTENELLE FED UNIT 13 -31 FONTENELLE FED UNIT 13 -34 FONTENELLE FED UNIT 14 -01 FONTENELLE FED UNIT 14 -02 FONTENELLE FED UNIT 14 -03 FONTENELLE FED UNIT 14 -04 FONTENELLE FED UNIT 14 -06 FONTENELLE FED UNIT 14 -07D FONTENELLE FED UNIT 14 -13 FONTENELLE FED UNIT 14 -23 FONTENELLE FED UNIT 14 -27 FONTENELLE FED UNIT 14 -30 FONTENELLE FED UNIT 14 -31A FONTENELLE FED UNIT 21 -01 FONTENELLE FED UNIT 21 -06D FONTENELLE FED UNIT 21 -07 FONTENELLE FED UNIT 21 -09R FONTENELLE FED UNIT 21 -10 FONTENELLE FED UNIT 21-11D FONTENELLE FED UNIT 21 -23 FONTENELLE FED UNIT 21 -26DX FONTENELLE FED UNIT 21 -31 FONTENELLE FED UNIT 22 -03DX FONTENELLE FED UNIT 22 -04 FONTENELLE FED UNIT 22 -07 FONTENELLE FED UNIT 22 -09D FONTENELLE FED UNIT 22 -11 FONTENELLE FED UNIT 22 -12 FONTENELLE FED UNIT 22 -23 FONTENELLE FED UNIT 22 -24D FONTENELLE FED UNIT 22 -25 FONTENELLE FED UNIT 22 -35 FONTENELLE FED UNIT 22 -36 FONTENELLE FED UNIT 23 -01 FONTENELLE FED UNIT 23 -03 FONTENELLE FED UNIT 23 -06 FONTENELLE FED UNIT 23 -07F FONTENELLE FED UNIT 23 -10 FONTENELLE FED UNIT 23 -23 FONTENELLE FED UNIT 23 -24D FONTENELLE FED UNIT 23 -25 FONTENELLE FED UNIT 23 -31 FONTENELLE FED UNIT 23 -33 FONTENELLE FED UNIT 24 -01D FONTENELLE FED UNIT 24 -02D 2 FONTENELLE FED UNIT 24 -06 FONTENELLE FED UNIT 24 -11 FONTENELLE FED UNIT 24 -13 FONTENELLE FED UNIT 24 -23D FONTENELLE FED UNIT 24 -24D FONTENELLE FED UNIT 24 -24D FONTENELLE FED UNIT 24 -33D FONTENELLE FED UNIT 24 -34 FONTENELLE FED UNIT 31 -04 FONTENELLE FED UNIT 31 -05 FONTENELLE FED UNIT 31 -06F FONTENELLE FED UNIT 31 -07 FONTENELLE FED UNIT 31 -09 FONTENELLE FED UNIT 31 -11 FONTENELLE FED UNIT 31 -12 FONTENELLE FED UNIT 31 -13 FONTENELLE FED UNIT 31 -31 FONTENELLE FED UNIT 32 -01 FONTENELLE FED UNIT 32 -04 FONTENELLE FED UNIT 32 -10 FONTENELLE FED UNIT 32 -11 FONTENELLE FED UNIT 32 -22 FONTENELLE FED UNIT 32 -23 FONTENELLE FED UNIT 32 -36 FONTENELLE FED UNIT 33 -01 FONTENELLE FED UNIT 33 -02 FONTENELLE FED UNIT 33 -04E FONTENELLE FED UNIT 33 -06 FONTENELLE FED UNIT 33 -07D FONTENELLE FED UNIT 33 -12 FONTENELLE FED UNIT 33 -13 FONTENELLE FED UNIT 33 -23D FONTENELLE FED UNIT 33 -24 FONTENELLE FED UNIT 33 -36 FONTENELLE FED UNIT 34 -02 FONTENELLE FED UNIT 34 -03 FONTENELLE FED UNIT 34 -05 FONTENELLE FED UNIT 34 -06 FONTENELLE FED UNIT 34 -09 FONTENELLE FED UNIT 34 -12D FONTENELLE FED UNIT 34 -23 FONTENELLE FED UNIT 34 -25 FONTENELLE FED UNIT 34 -28 FONTENELLE FED UNIT 34 -33 FONTENELLE FED UNIT 34 -36 FONTENELLE FED UNIT 41 -01 3 0010 FONTENELLE FED UNIT 41 -04D FONTENELLE FED UNIT 41 -08 FONTENELLE FED UNIT 41 -09 FONTENELLE FED UNIT 41 -10 FONTENELLE FED UNIT 41 -11 FONTENELLE FED UNIT 41 -12 FONTENELLE FED UNIT 41 -22 FONTENELLE FED UNIT 41 -23 FONTENELLE FED UNIT 41 -24E FONTENELLE FED UNIT 41 -26 FONTENELLE FED UNIT 41 -36 FONTENELLE FED UNIT 42 -06D FONTENELLE FED UNIT 42 -09 FONTENELLE FED UNIT 42 -10 FONTENELLE FED UNIT 42 -13 FONTENELLE FED UNIT 42 -22 FONTENELLE FED UNIT 42 -24 FONTENELLE FED UNIT 42 -35 FONTENELLE FED UNIT 42 -36 FONTENELLE FED UNIT 43 -02 FONTENELLE FED UNIT 43 -03D FONTENELLE FED UNIT 43 -05 FONTENELLE FED UNIT 43 -10 FONTENELLE FED UNIT 43 -22 FONTENELLE FED UNIT 43 -23 FONTENELLE FED UNIT 43 -25 FONTENELLE FED UNIT 43 -32 FONTENELLE FED UNIT 43 -36 FONTENELLE FED UNIT 44 -01 FONTENELLE FED UNIT 44 -02D FONTENELLE FED UNIT 44 -03 FONTENELLE FED UNIT 44 -04D FONTENELLE FED UNIT 44 -06 FONTENELLE FED UNIT 44 -07 FONTENELLE FED UNIT 44 -13 FONTENELLE FED UNIT 44 -23D FONTENELLE FED UNIT 44 -24 4 u0104