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HomeMy WebLinkAbout969018RECEIVED 1/14/2013 at 12:02 PM RECEIVING 969018 BOOK: 802 PAGE: 587 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY SPECIAL WARRANTY DEED, ASSIGNMENT. BILL OF SALE AND CONVEYANCE sJ fP E NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN TAE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. By the terms of this Special Warranty Deed, Assignment, Bill of Sale and Conveyance (this "Deed L. Alice Collister, acting individually and as the wife of William B Collister; William B. Collister, also known as Buchtel Collister, acting individually and as husband of L. Alice Collister; ACEE BCEE, a Wyoming corporation; LAC Company, a Wyoming limited liability company; The Madison Company, a Colorado corporation; and The Collister Company, a Colorado general partnership, all of whose address, for purposes of this Deed, is 6320 East 4 Avenue, Denver, Colorado 80220 (with their heirs, successors, and assigns, collectively referred to herein as "Grantor for Ten Dollars and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), do hereby GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER, and DELIVER unto Las Colinas Minerals, LP a Texas Limited Partnership, whose address is P. O. Box 14230 Odessa, Texas 79768 (with its successors and assigns, collectively referred herein as "Grantee all of Grantor's right, title and interest in and to the following (collectively, the "Properties (a) All of Grantor's right, title, and interest in and to any and all leasehold interests, including without limitation all operating rights, working interests, and any other interests participating with, and bearing, their proportionate shares of the costs of operations associated with exploring, developing, or operating the mineral estate under either existing oil and gas leases (including, again without limitation, those oil and gas leases described on Exhibit "A with all of such leases being collectively referred to herein as the "Leases or as the result of Grantor's participation in operations with their unleased mineral interests (including, again without limitation, those unleased mineral interests described on Exhibit "A with all of such unleased mineral interests being collectively referred to herein as the "Participating Mineral Interests and with all of Grantor's interests in any Leases and Participating Mineral Interests in any and all of those States and Counties referenced on Exhibit "A" (collectively, the "States and Counties being collectively referred to herein as the "Participating Interests"; (b) All of Grantors' right, title, and interest in and to any and all leased and unleased mineral interests and other non participating interests, including without limitation not only mineral interests, but also royalty interests, overriding royalty interests, net profits interests, production payment interests, and any other interests owned by Grantor in any of the States and Counties that entitle Grantor to their proportionate shares of proceeds of production of oil, gas, and other minerals, without bearing any of the costs of exploring and developing such substances, (including, again without limitation, those interests that are described in Exhibit "A with all of Grantor's interests described in this subparagraph (b) being collectively referred to herein as the "Non Participating Interests"; (c) (e) (f) All of the oil and gas and associated hydrocarbons, as well as the proceeds thereof, attributable to the Participating Interests and the Non Participating Interests (collectively, the "Interests as of the Effective Time and thereafter (being collectively referred to herein as the "Hydrocarbons (d) Any and all oil and gas wells located upon the Participating Interests (being collectively referred to herein as the "Wells Any and all interest of the Grantor derived from: (i) any currently existing pools or units that include any portion of the Interests or any Wells (being collectively referred to as the "Units and (ii) production and proceeds of Hydrocarbons from any such Unit, whether such Unit production comes from Wells located on or off of any of the Interests; All of the right, title, and interest of the Grantor in the production facilities, structures, tubular goods well equipment, lease equipment, production equipment, pipelines, inventory and all other personal property, 1 (g) fixtures and facilities appurtenant to or used primarily in connection with the Interests, Leases, Units or Welts (being collectively referred to herein as the "Equipment To the extent transferable, all of Grantor's right, title, and interest in and to all contracts, agreements, instruments and leases to which any portion of the Interests is bound or to the extent related to the Interests, including operating agreements, unitization, pooling and communitization agreements, declarations and orders, joint venture agreements, farmin and farmout agreements, water rights agreements, exploration agreements, participation agreements, exchange agreements, transportation or gathering agreements, agreements for the sale and purchase of oil, gas, casinghead gas or processing agreements to the extent applicable to the Interests (being collectively referred to herein as the "Contracts (h) Any and all of Grantor's right, title, and interest in all surface estates, easements and rights -of -way, surface leases, roads and other surface rights, but insofar and only insofar as such surface rights are appurtenant to and used or held for use primarily in connection with the Interests (being collectively referred to herein as the "Easements and (i) Copies of all of the files, records, and data of Grantor relating to the items described in subsections (a), (b), and (c), including, without limitation, lease records, well records, and division order records; well files and prospect files; title records (including abstracts of title, title opinions, and memoranda, and title curative documents related to the Interests); contracts and contract files; correspondence; computer data files; micro -fiche data files; geological, geophysical, and seismic records, interpretations, data, maps, production records, electric logs, core data, pressure data, decline curves, and graphical production curves; and accounting records, to the extent only that the records can be transferred without violation of any third party restriction (being collectively referred to herein as the "Records Grantor and Grantee acknowledge that Exhibit "A" includes specified percentages for each Property listed on Exhibit "A" and that those interests are included solely in support of Grantor's limited representations and warranties found below. Notwithstanding anything contained herein to the contrary, the Grantor and Grantee agree that they intend for Grantee to acquire from Grantors all of Grantors' right, title, and interest in any and all of the Interests in the Properties, being all of the interests that they own in the Properties as of the Effective Time. Further, Grantor and Grantee expressly agree that, with only the exception of those Properties defined as "Excluded Properties" below, they intend for Grantor to convey to Grantee all of Grantor's right, title, and interest in any and all oil, gas, and mineral properties that Grantor owns in any of the States and Counties, regardless of whether such interests are described on Exhibit "A and regardless of whether any of such descriptions is inaccurate or incorrect in any way. To the extent required, GRANTOR HEREBY GRANTS, SELLS, CONVEYS, ASSIGNS, AND TRANSFERS TO GRANTEE ALL OF GRANTOR'S RIGHT, TITLE, AND INTEREST IN ANY AND ALL OIL, GAS, AND MINERAL PROPERTIES THAT GRANTOR OWNS IN ANY OF TILE STATES AND COUNTIES, REGARDLESS OF WARTHER ANY OF SUCH INTERESTS ARE DESCRIBED IN EMIIBIT "A AND REGARDLESS OF WHETHER ANY OF SUCH INTERESTS ARE INCORRECTLY OR INACCURATELY DESCRIBED IN EXHIBIT "A Grantor expressly excludes from this Deed and reserves unto themselves, all of Grantor's right, title and interest in and to the following (being collectively referred to herein as the "Excluded Properties (a) Any and all of Grantor's right, title, and interest in that certain Property known as the "Riche Wood Trust Lease" located in Washington County, Colorado, and being more specifically described on the Exhibit `B" that is attached hereto and made a part hereof for all purposes; (b) Any and all of Grantor's right, title, and interest in all surface estates and interests not included within the definition of "Easements" set forth above, with the understanding that Grantor and Grantee agree that nothing in this Deed shall be construed to convey to Grantee any of the Grantor's interests in any surface estate beyond those included within the definition of "Easements (c) All trade credits, accounts receivable, notes receivable and other receivables attributable to Grantor's interest in the Properties with respect to any period of time prior to the Effective Time; all deposits, cash, checks in process of collection, cash equivalents and funds attributable to Grantor's interest in the Properties with respect to any period of time prior to the Effective Time; and all proceeds, benefits, income 2 0058 or revenues accruing (and any security or other deposits made) with respect to the Properties prior to the Effective Time; (d) All corporate, financial, and tax records of Grantor; however, Grantee shall be entitled to receive copies of any tax records that directly relate to any Assumed Obligations, as that term is defined below, or that are necessary for Grantee's ownership, administration, or operation of the Properties; (e) All claims and causes of action of Grantor against any third party or insurer, arising from acts, omissions or events, or damage to or destruction of any Property, occurring prior to the Effective Time; (f) All rights, titles, claims and interests of Grantor relating to the Properties prior to the Effective Time under any policy or agreement of insurance or indemnity; under any bond; or to any insurance or condemnation proceeds or awards; (g) All Hydrocarbons produced from or attributable to the Properties with respect to all periods prior to the Effective Time, together with all proceeds from or of such Hydrocarbons; (h) Claims of Grantor for refund of or loss carry forwards with respect to production, windfall profit, severance, ad valorem or any other taxes attributable to any period prior to the Effective Time, or income or franchise taxes; (i) All amounts due or payable to Grantor as adjustments or refunds under any contracts or agreements (including take -or -pay claims) affecting the Properties, respecting periods prior to the Effective Time; (j) All amounts due or payable to Grantor as adjustments to insurance premiums related to the assets with respect to any period prior to the Effective Time; (k) All proceeds, benefits, income or revenues accruing (and any security or other deposits made) with respect to the Assets, and all accounts receivable attributable to the Assets, prior to the Effective Time; and (1) All of Grantor's intellectual property, including, but not limited to, proprietary computer software, patents, trade secrets, copyrights, names, marks and logos. TO HAVE AND TO HOLD the Properties unto Grantee, its successors and assigns, forever. GRANTOR AGREES TO WARRANT AND FOREVER DEFEND TITLE TO THE PROPERTIES UNTO GRANTEE AND ITS SUCCESSORS AND ASSIGNS, AGAINST THE CLAIMS AND DEMANDS OF ALL PERSONS CLAIMING, OR TO CLAIM THE SAME, OR ANY PART THEREOF, BY, THROUGH OR UNDER GRANTOR, BUT NOT OTHERWISE. THE EXPRESS WARRANTY OF TITLE SET FORTH ABOVE AND THE EXPRESS REPRESENTATIONS AND WARRANTIES OF GRANTOR CONTAINED IN THE PURCHASE AGREEMENT REFERENCED BELOW ARE EXCLUSIVE, AND IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND GRANTOR EXPRESSLY DISCLAIMS ANY AND ALL SUCH OTHER REPRESENTATIONS AND WARRANTIES. WITHOUT LIMITATION OF THE FOREGOING, EXCEPT FOR THE SPECIAL WARRANTY OF TITLE SET FORTH ABOVE, THE PROPERTIES ARE CONVEYED PURSUANT HERETO WITHOUT ANY WARRANTY OR REPRESENTATION WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO TITLE TO THE PROPERTIES OR RELATING TO 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. GRANTEE ACCEPTS THE PROPERTIES IN THEIR "AS IS, AND WHERE IS" CONDITION. GRANTEE HAS INSPECTED, OR WAIVED GRANTEE'S RIGHT TO INSPECT, THE PROPERTIES FOR ALL PURPOSES AND SATISFIED ITSELF AS TO THE PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PROPERTIES, BOTH SURFACE AND SUBSURFACE, INCLUDING BUT NOT LIMITED TO CONDITIONS SPECIFICALLY RELATED TO THE PRESENCE, RELEASE OR 3 DISPOSAL OF HAZARDOUS SUBSTANCES, SOLID WASTES OR NATURALLY OCCURRING RADIOACTIVE MATERIALS. GRANTEE IS RELYING SOLELY UPON ITS OWN INSPECTION OF THE PROPERTIES. ALSO WITHOUT LIMITATION OF THE FOREGOING, GRANTOR HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND GRANTEE HEREBY EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE, RELATING TO (i) PRODUCTION RATES, CASH FLOWS, REVENUES, RECOMPLETION OPPORTUNITIES, DECLINE RATES OR THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF HYDROCARBONS, IF ANY, ATTRIBUTABLE TO THE PROPERTIES, (ii) THE ACCURACY, COMPLETENESS OR MATERIALITY OR SIGNIFICANCE OF ANY INFORMATION, DATA, GEOLOGICAL AND GEOPHYSICAL DATA (INCLUDING ANY INTERPRETATIONS OR DERIVATIVES BASED THEREON) OR OTHER MATERIALS (WRITTEN OR ORAL) RELATING TO THE PROPERTIES, (iii) THE CONDITION, INCLUDING THE ENVIRONMENTAL CONDITION, OF THE PROPERTIES AND (iv) COMPLIANCE WITH THE TERMS AND PROVISIONS OF ANY PERMIT, CONTRACT OR APPLICABLE LAWS, INCLUDING ENVIRONMENTAL LAWS AND LAWS RELATING TO THE PROTECTION OF NATURAL RESOURCES. ANY AND ALL SUCH DATA, RECORDS, REPORTS, PROJECTIONS, INFORMATION AND OTHER MATERIALS (WRITTEN OR ORAL) FURNISHED BY GRANTOR OR OTHERWISE MADE AVAILABLE OR DISCLOSED TO GRANTEE ARE PROVIDED AS A CONVENIENCE AND SHALL NOT CREATE OR GIVE RISE TO ANY LIABILITY OF OR AGAINST GRANTOR AND ANY RELIANCE ON OR USE OF THE SAME SHALL BE AT GRANTEE'S SOLE RISK TO THE MAXIMUM EXTENT PERMITTED BY LAW. GRANTOR AND GRANTEE AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAWS (INCLUDING ENVIRONMENTAL LAWS AND LAWS RELATING TO THE PROTECTION OF NATURAL RESOURCES, HEALTH, SAFETY OR THE ENVIRONMENT) TO BE EFFECTIVE, THE DISCLAIMERS OF THE WARRANTIES CONTAINED IN THIS SECTION ARE "CONSPICUOUS" DISCLAIMERS FOR ALL PURPOSES. This Deed is subject to all of the terms and conditions of that certain Purchase and Sale Agreement, dated December 20, 2012, by and between Grantor and Grantee (the "Purchase Agreement which terms and conditions are incorporated herein by reference. The Purchase Agreement contains certain representations, warranties, covenants, indemnities and agreements between Grantor and Grantee which survive the delivery of this Deed, as more particularly provided for in the Purchase Agreement, but third parties may conclusively rely on this Deed to vest title to the Properties in Grantee. Grantor has executed this Deed in multiple counterparts all of which are identical, except that, to facilitate recordation, in certain counterparts hereof only that portion of Exhibit "A" which contains specific descriptions of properties located in the recording jurisdiction in which the particular counterpart is to be recorded are included, and other portions of Exhibit "A" are included by reference only. All of such counterparts together shall constitute one and the same instrument. Complete copies of this Deed containing the entire Exhibit "A" have been retained by Grantor and Grantee. Exhibit "A" referred to herein is hereby incorporated and made a part of this Deed for all purposes by such reference. A true and accurate copy of the Power of Attorney from William B. Collister to L. Alice Collister is attached hereto as Exhibit `B Grantor represents and warrants that William B. Collister is living as of the execution date of this Deed and that the Power of Attorney continues to be valid and subsisting as of that date. Third parties may rely upon the continuing existence of the Power of Attorney as of the execution date of this Deed without further inquiry. IN WITNESS WHEREOF this Deed has been executed by Grantor on the date of its acknowledgment effective as to runs of oil and deliveries of gas, and for all other purposes, as of 7:00 a.m., Central Time, on November 1, 2012. 4 "GRANTOR" L. Alice Collister, Individually and As the wife of William B. Collister William B Collister, also known as Buchtel Collister, Individually and As the husband of L. Alice Collister, Executing by L. Alice Collister, Acting as his duly appointed Attorney -in -Fact ACEE BCEE, a Wyoming corporation By: LAC Company, a Wyoming limited liability company By: By: L. Alice Collister President L. Alice Collister Manager L. Alice Collister, Partner The Collister Company, a Colorado general partnership William B. Collister, Partner Executing by L. Alice Collister, Acting as his duly appointed Attorney -in -Fact The Madison Company, a Colorado corporation L. Alice Collister President 5 Address: 6304 East 4 Avenue Denver, Colorado 80220 005:x' STATE OF COLORADO COUNTY OF DENVER MULTI -STATE ACKNOWLEDGMENT I, the undersigned authority, a notary public duly qualified, commissioned, sworn and acting in and for the county and state aforesaid, and being authorized in such county and state to take acknowledgments, hereby certify that, on this as f day of December 2012, there personally appeared before me: L. Alice Collister, acting individually, as the wife of William B. Collister, and as the Attorney -in -Fact for William B. Collister; William B. Collister, also known as Buchtel Collister, acting individually, as the husband of L. Alice Collister, and through his Attorney -in -Fact, L. Alice Collister; L. Alice Collister, as President of ACEE BCEE, a Wyoming Corporation; L. Alice Collister, as Manager of LAC Company, a Wyoming limited liability company; L. Alice Collister, as President of The Madison Company, a Colorado corporation; L. Alice Collister and William B Collister, again acting through his Attomey -in -Fact, L. Alice Collister, as the Partners of The Collister Company, a Colorado general partnership, well known to me to be the person whose name appears in the foregoing instrument as an individual and as such President of such corporations, Manager of such limited liability company, and General Partner of such partnerships being parties to the foregoing instrument, and that: COLORADO, KANSAS, NEBRASKA, TEXAS, AND UTAH The foregoing instrument was acknowledged before me on this day by such person, the above designated individual, the above designated Attorney -in -Fact, and the above designated President of ACEE BCEE, the above designated Manager of LAC Company, the above designated President of The Madison Company, and the above designated Partner of The Collister Company, on behalf of said entities. IDAHO Witness my hand and official seal. On the day and year written above, before me, the undersigned Notary Public, personally appeared L. Alice Collister, known or identified to me to be the person whose name is subscribed to the within instrument in her individual capacity, as President and Manager and on behalf of those entities stated above, and as Attorney -in -Fact of William B. Collister, and acknowledged to me that she executed the same. In witness whereof, I have hereunto set my hand and affixed my official seal the day and year first above written. MISSOURI AND NORTH DAKOTA On the day and year first written aobve, before me personally appeared L. Alice Collister, in bother her individual capacity and in those capacities stated above, to me known to be the person described in, and who executed the foregoing instrument, and acknowledged to me that she executed same aas her free act and deed. On the day and year first written aobve, before me personally appeared L. Alice Collister, in bother her individual capacity and in those capacities stated above, to me known to be the person described in, and who executed the foregoing instrument, and acknowledged to me that she subscribed the name of William B. Collister thereto as principal and her own name as attomey -in —fact. On the day and year first written above, before me appeared L. Alice Collister, to me personally known, who, being by me duly sworn, did say that she is the President, Manager, or Partner of those entities stated above, and that said instrument was signed in behalf of said entities by authority of their board of directors, managers, members, or partners, and the said L. Alice Collister acknowledged to me said instrument to be the free act and deed of each of said corporations, limited liability companies, and partnerships, none of which has a seal. 6 In testimony whereof I have hereunto set my hand and affixed my official seal at my office in said county and state the day and year first above written. NEVADA AND NEW MEXICO This instrument was acknowledged before me on this day by the above designated individual, the above designated Attorney in -Fact, and the above designated President of ACEE BCEE, the above designated Manager of LAC Company, the above designated President of The Madison Company, and the above designated Partner of The Collister Company, on behalf of said entities. OKLAHOMA The foregoing instrument was acknowledged before me on this day of December 2012, by L. Alice Collister, acting individually, as the wife of William B. Collister, and as the Attorney -in -Fact for William B. Collister; William B Collister, also known as Buchtel Collister, acting individually, as the husband of L. Alice Collister, and through his Attorney -in -Fact, L. Alice Collister; L. Alice Collister, as President of ACEE BCEE, a Wyoming Corporation; L. Alice Collister, as Manager of LAC Company, a Wyoming limited liability company; L. Alice Collister, as President of The Madison Company, a Colorado corporation; L. Alice Collister and William B. Collister, again acting through his Attorney -in -Fact, L. Alice Collister, as the Partners of The Collister Company, a Colorado general partnership. SOUTH DAKOTA On the day and year first written above, before me, the undersigned Notary Public, personally appearred L. Alice Collister, known to me or satisfactorily proven to be the person whose name is subscribed to the within instrument and acknowledged that she executed the same for the purposes therein contained. On the day and year first written above, before me, the undersigned Notary Public, personally appearred L. Alice Collister, who acknowledged herself to be the Attorney -In -Fact for her husband, William B. Collister; the President of ACEE BCEE, a Wyoming Corporation; the Manager of LAC Company, a Wyoming limited liability company; the President of The Madison Company, a Colorado corporation; and, with William B. Collister, again acting as his Attorney -in -Fact, the Partners of The Collister Company, a Colorado general partnership, and she, in such capacities, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of each of such persons and entities, by herself, again in the capacities stated. In witness whereof I hereunto set my hand and official seal. WYOMING This instrument was acknowledged before me on this day by L. Alice Collister, acting individually, as the wife of William B. Collister, and as the Attorney -in -Fact for William B Collister; William B Collister, also known as Buchtel Collister, acting individually, as the husband of L. Alice Collister, and through his Attorney -in -Fact, L. Alice Collister; L. Alice Collister, as President of ACEE BCEE, a Wyoming Corporation; L. Alice Collister, as Manager of LAC Company, a Wyoming limited liability company; L. Alice Collister, as President of The Madison Company, a Colorado corporation; L. Alice Collister and William B Collister, again acting through his Attorney -in -Fact, L. Alice Collister, as the Partners of The Collister Company, a Colorado general partnership, all as designated above. SEAL ANNE C. VANVORS NOTARY PUBLIC STATE OF COLORADO NOTARY ID 20124069623 MY COMMISSION EXPIRES OCTOBER 31, 2016 7 Notary Public Printed Name: 6'"j y e.. �/�-n 7' My commission expires: Exf "A" Page 1 of 1 005-V State County TWP RNG Sec Section Portion Wyoming Lincoln 20N 113W 24. SE /4 Wyoming Lincoln 20N 116W 24, ALL Wyoming Lincoln 20N 116W 26 NE /4NE /4 Wyoming Lincoln 20N 116W 28 E /2; E /2W/2 Wyoming Lincoln 20N 116W 32 E/2 Wyoming Lincoln 24N 115W 1 N /2NE /4; NW /4NW /4 Exf "A" Page 1 of 1 005-V appoint That I, William B. Collister DURABLE BUSINESS POWR OF ATTORNEY Dated February 9, 1999 to be my attorney -in -fact (herein "Attorney 1. Grant of Authority. Exhibit "B" William B. Collister 6320 East Fourth Avenue Denver, Colorado 80220-5936 L. Alice Collister 6320 East Fourth Avenue Denver, Colorado 80220 -5936 0051 I appoint and authorize my Attorney to act in, manage and conduct all my affairs, and for that purpose in my name and on my behalf to do and execute all or any of the following acts, deeds and things. A. Ask, demand, sue for, recover, collect and receive all sums of money, debts, dues, interest, dividends, goods, wares, merchandise, chattels, effects and things of any nature or description which are now or may subsequently be or become due, payable, or belonging to rne, in or by any right, title, ways or means, including, without limitation, interests I may have in any estate or trust, employee benefit or retirement plan, govez un:ental plan of security or assistance, or claims for any injury to me, and upon receipt of all or any part of such items to endorse for deposit and deposit or otherwise negotiate the same for my exclusive benefit and to make, sign., execute and deliver such receipts, releases or other discharges for such items as my Attorney shall think advisable; B. Settle any account or reckoning with any person of any nature in which I am now or at any time subsequently shall be interested or concerned and pay or receive the balance of such account or reckoning as required; C. Receive every sum of money which is now due or subsequently may become due to me upon the security or by virtue of any mortgage or deed of trust, and on receipt of the full amount secured by such mortgage or deed of trust, execute a sufficient release, satisfaction or other discharge of such mortgage or deed of trust; D. Settle with or make allowances to any person in respect to y debts or demands which are now or shall at any time subsequently become due and payable to me, and take and receive any composition or dividend with respect to such debt or dLmand, and give releases or other discharges for the whole of such debts or demands, or settle, compromise or submit to arbitration every such debt or demand and every other right, matter and thing due to or concerning me as my Attorney shall think best, and for that etrrpose to enter into and execute and deliver such bonds of indemnity or other documents as my Attorney may think advisable; E. Commence, prosecute, discontinue or defend all actions or other legal proceedings concerning any or all of my property or estate, or concerning any matter in which I or my property or estate may be concerned; F. Enter and take possession or any of my real estate, and let, manage, maintain and improve all or any of my real estate, and repair or otherwise improve or alter and insure any buildings on my real estate; G. Contract with any person for leasing for such time, at such rents, and subject to such conditions as my Attorney shall see fit, all or any of my real esta e, and let any such person into possession of my real estate, and execute all such leases and contracts as shall be necessary or proper for such purpose, and give notice to quit to any tenant or occupier of my real estate, and receive and recover from all tenants and occupiers c f my real estate or of any part of it all rents and sums of money which are now or shall subsequently become due and payable in respect to my real estate, and also on nonpayment of or any part of such rent or money due, take all necessary or proper means and proceedings for terminating the tenancy or occupation of such tenants or occupiers, and for ejecting the tenants or occupiers and recovering the possession of my real estate; H. Sell, either at public or private sale, or exchange any part or parts of my real estate, personal property, or business interests, including without limitation stocks, bonds and other securities, and business assets, for such consideration and upon such terms as my Attorney shall think fit, and execute and deliver siiffi cient deeds or other documents for the conveyance or transfer ofthe same, with such covenants of warranty or otherwise as my Attorney shall see fit, and give sufficient receipts for all or any part of the purchase price or other consideration; 2 3 oobr L Endorse for deposit and deposit any moneys which are now or may subsequently be or become payable or belonging to me, in or by any right, title, ways or means, including any governmental plan of security or assistance and which may come into my Attorney's hands with any financial institution or brokerage firm or like organ? 7a,on in my name, and withdraw any money to which I am entitled which is now or shall be so deposited by check, draft, bill of exchange, or other appropriate document, negotiable or otherwise, as my Attorney shall see fit, all to be executed by my Attorney, and to employ such money as my Attorney shall think fit in the payment of any debts or interest payable by me, or taxes, assessments, insurance and expenses due and payable or to become payable on account of any of my assets or any purposes mentioned in this document or otherwise for my use and benefit, and invest in my name in any stocks, bonds, shares, securities, insurance policies of any type, or other property, real or personal, as my Attorney may thick proper, and receive and give receipts for any income, dividends, or interest arising from such investments, and vary or dispose of any and all such investments or other investments of mine for my use and benefit as my Attorney shall see fit, with respect to any life insurance policy owned by me or purchased in my. name as owner, or any annuity, profit sharing or retirement plan in which I have an interest, exercise any rights or options, change beneficiaries or ownership, assign rights, terminate the policy or plan, borrow against the policy or plan, or surrender the policy or plan for its cash value; J. Borrow or lend any sum or sums of money on such terms and with such security by way of mortgage, pledge, or any. other security device, whether affecting real, personal or intangible property, as my Attorney shall see fit, and for that purpose execute all promissory notes, bonds, mortgages and other documents which may be necessary or proper; K. Have access to, enter and take control of assets from or add to the contents of any safe deposit box or other secured depository rented by me or to which I have access, whether in my individual capacity, or in any other capacity, and to surrender or exchange any such safe deposit box or other secured depository, and rent and open any new safe deposit box or other secured depository in my name or in my name by my Attorney at any institution; L. Engage; employ, or dismiss any agents, clerks, servants or other persons for my benefit or to accomplish any purpose set forth in this document as my Attorney shall see fit; M Vote at meetings of stockholders or other meetings of any corporation or company, execute any proxies or other documents, or otherwise act as my Attorney or proxy in respect of any stocks, shares or other evidences of ownership now or subsequently held by me; N. Enter into and sign, seal, execute, ackelowiedge, and deliver any contracts, deeds or any other documents, and draw, accept, make, endorse, discount or otherwise deal with any bills of exchange, checks, promissory notes, or other commercial or mercantile documents for any purposes set forth in this document; 0. Pay every month the amount of money necessary to meet my ordinary household expenses, medical, therapy and hospital bills, and any other living expenses usually incurred by me, and also, in the discretion of my Attorney, pay such charitable sub- scriptions and continue to make such gifts as I have habitually made, including gifts to my Attorney that I have habitually made and, make such other payments for charity or gifts as my Attorney shall think that I would make; P. Make, execute and file any federal, state, local or foreign income, gift, ad valorem or other tax returns or documents and any declarations of estimated tax which I am required to make, and to pay or provide for the payment of any tax or governmental charge that I may owe, and to receive and endorse for deposit, and deposit or otherwise negotiate refund checks, execute extensions and waivers of the statute of limitations, execute closing agreements, and make any tax elections and consents and generally act on my bell aif with respect to all federal, state, local and foreign tax matters, and to appoint agents for that purpose, as my Attorney thinks may be necessary or advisable on my behalf; Q. File any proof of debt, or take any other action under the Bankruptcy Code, or under any other law of the United States, any state or territory of the United States or any foreign jurisdiction, in connection with any claim, debt, money or demand, and, in any such proceeding, vote in the election of any trustee or assignee and demand and receive any dividend or distribution that may be or become payable because of the action so taken; R Sue any person or entity for damages resulting from unreasonable refusal to honor this power of attorney; S. Add any of my assets to any trust which authorizes me to make any such. additions and revoke or surrender any right to revoke any revocable trust in the manner and circumstances in which my Attorney believes I would make such a revocation or surrender of aright to revoke; 4 0050 T. Institute an action in a court having jurisdiction for a protective order authorizing the creation of a trust for my benefit, or authorizing a renunciation or disclaimer on my behalf of any interest acquired by testate or intestate succession or inter vivos transfer, or authorizing a conveyance or release of contingent property interests; U. Purchase medical and dental insurance policies and enroll in medical and dental repayment plans or health maintenance organization plans, on my behalf, and to claim and receive any and all benefits payable under any medical insurance, repayment plan, health maintenance organization or health related government benefits or reimbursements, o11 ray behalf, V. Apply for a certificate of title to, and endorse and transfer title to, any automobile, truck, motorcycle or any other motor vehicle; W. Execute and deliver oil, gas and other mineral leases containing such unitization or pooling agreements and other provisions as my Attorney shall deem advisable; execute mineral and royalty conveyances and assignments of leases; purchase leases, royalties, and any type of mineral interest; execute and deliver drilling contracts and other contracts, options and other instruments necessary or desirable in engaging actively in the oil, gas or other mining business, all of the foregoing to be one with such terms, conditions, agreements, covenants, provisions or undertakings as my Attorney shall deem. appropriate, and in real property leases to include the right to explore for and remove mineral or other natural resources; X. Do all other acts, deeds, matters, and things, or concur with persons jointly interested with me in doing all acts, deeds, matters, and things, either particularly or generally described, with respect to such materials I now have, or may acquire in the future, the power or right to perform, as fully and effectually to all intents and purposes concerning nay estate, property and affairs as I could do if acting in person rather than by my Attorney. Y. Power to make gifts. I give my agent the power and authority to make gifts to charities and to persons to whom I am related by blood or marriage. Such gifts may be made by my agent as I might have been expected to make, of simil ar kind and nature, and which, in the sole opinion of my agent, are consistent with my previously expressed intentions and prior actions and which, in the sole opinion of my agent, are not needed for my health, support or welfare. No gift to any single individual or charity shall. exceed $20,000.00 during any one calendar year. Z. Establishment of or additions to revocable trust. My agent may create a funded or unfunded revocable trust with dispositive provisions substantially identical to my 5 u O f!' 0 then existing will, if in his sole discretion he determines that a trust will be in my best interests and the best interests of the devisees under my will; and at any time, and from time to time, may transfer any property, real or personal, tangible or intangible, now owned or hereafter acquired by me, to the person or corporation then serving as the trustee of the trust thus created or of any revocable trust created by me as Settlor, to be held, administered, and disposed of by the trustee in accordance with the teens of the instrument. Grant of Authority to Alternate Attorneys. A I may name a first alternate attorney and second alternate attorney to act as my Attorney under this document in the event my Attorney ceases to act for any reason. If I do so, the first alternate attorney and second alternate attorney named by me shall be named in this document in the spaces provided below the speciim n signature of my Attorney. The first alternate attorney named by me in this document shall act as my Attorney in the event my Attorney ceases to act for any reason, including revocation of that Attorney's authority by me. The second alternate attorney named by me in this document shall act as my Attorney in the event both my Attorney and the first alternate attorney cease to act for any reason, including revocation of their authority by me. B. My Attorney may delegate, direct or empower either alternate attorney named in this document to do any act authorized by this document in my Attorney's stead. Such direction shall be made in a writing signed by my Attorney, and may be for a limited or an unlimited period of time. C. My Attorney may also appoint by a writing referring to this document, in my Attorney's place and as a substitute for my Attorney, one attorney or more for me, with full power of revocation or substitution from time to time, and with or without conferring on that substitute a like power of substitution. My Attorney may make such appointment or substitution. notwithstanding the naming of alternate attorneys in this document. Any attorney appointed by my Attorney shall act in place or any alternate attorneys named by me in this document; and the alternate attorneys named by me shall act only in the event any attorney appointed by my Attorney ceases to act for any reason. D. Any person may rely on the authority granted to any alternate attorneys by me in this document and need not inquire as to whether my Attorney or an alternate attorney is still acting or whether the alternate attorney in question is authorized to act_ E. Any alternate attorney named by me in this document shall have the same powers as those granted to my Attorney by its term.s. Any alternate attorney appointed 6 by my Attorney under paragraph IL C shall have the same powers granted to my Attorney in this document unless otherwise limited by the terms of the writing in which such attorney is appointed. 3. Durability of Power. This durable general power of attorney shall not be affected by my disability or by any determination at a subsequent date that I am unable to manage my own affairs properly. 4. Other Provisions. A This document is a durable general power of attorney. The enumeration of specific items, rights, acts or powers in it do not limit or restrict and sh all not be construed or interpreted as limiting or restricting the general powers granted to my Attorney or any attorney substituted under its terms, except as such powers are specifically limited by this document. It is expressly understood that the specific designations of powers shall not be construed to limit any general grant or grants of power to my Attorney. This entire power of attorney shall not be affected by my subsequent disability or incapacity, or by lapse of time. This power of attorney is specifically designed to be a broad and general power of attorney, and to be interpreted liberally in favor of the named Attorney, and by placing my initials her specifically state that this is nay specific intent B. This durable general power of attorney shall continue in effect until terminated in a writing by me made while I am not disabled The passage of time shall not affect its validity and any person without actual notice of its termination may rely upon it without regard to the length of time ensuing between its execution and the event occasioning such reliance. While I am not disabled, I may also revoke any particular attorney's authority in a writing without affecting the authority of any of the remaining attorneys named in this document. 00601 C. I ratify, confirm, and promise to ratify and confirm at all times, all which my Attorney or any attorney substituted under the terms of this document shall lawfully do or cause to be done under its terms. That ratification and confirmation includes anything which may be done after the revocation of this document by my death, by a writing or in any other manner, whether or not the notice of such revocation reaches my Attorney, as to persons who relied on this document in dealing with my Attorney who had no actual notice of such revocation before any such dealing. I declare that all claims against me, my heirs, my estate, or my personal representative as a result of any action taken by my Attorney or any attorney substituted under the terms of this document after any such revocation, 7 C whether or not prior to receipt of actual notice of such revocation by such attorney, shall be resolved in favor of the person claiming the benefit of such action, if such person did not have actual notice of such revocation before taking any such action_ D. The provisions of this durable general power of attorney are severable. Any provision of this durable general power of attorney which is deemed by law to be void or invalid shall not affect the validity of the remaining provisions. E. Any person dealing with my Attorney may rely on either (1) a photographic duplicate of this document certified by a notary public to be a true copy of an original of this document as if that copy were an original, or (2) a certified copy of this document certified by a County Clerk and Recorder to be a true copy of an original of this document as if that copy were an original. Colorado. Spec' it ea Signature: The following is a specimen signature of my Attorney furnished for convenient identification of such signature. F. This document and all actions under it shall be regulated by the laws of Address: 8 L. Alice Canister First Alternate Attorney: Marcy L. Carroll Endorsement of Alternate Attorneys: The following persons are authorized to act as alternate attorneys ender the provisions of Paragraph 11, provided that I initial the lines to the left of the persons named to ratify their authorization to act: Second Alternative Attorney: Colorado State Bank and Trust Denver, Colorado 00 Execution: I .have signed this Durable Business Power of Attorney on February 9, 1999. STATE OF COLORADO ss. CITY AND COUNTY OF DENVER The foregoing document was acknowledEed before me by William B. Collister on February 9, 1999. STATE OF NOTARY PUBLIC CEREWICATION LINTS' OF D hi y 7 ;/.71A a notary public in the State of I, 4 /2,,g certify as follows: 1. This .c.. -rtific ation is a part of this 10 page Durable Business Power of Attorney dated February 9, 1999 from William. B Collister, in which William B. Collister appoints L. Alice Collister as his attorney. 9 William B. Collister Notary Public Address („21e-- 2. I certify that this 10 page instniment is a true copy of the original Durable Business Power of Attorney dated February 9, 1999, from William B. Collister. 3. Ihave initialled each of the 10 pages in this true copy in the lower ri11 corner of each page. Witness my hand and official seal. This certificate is dated /9- e S My commission expires 'f T��� 10 L/L NotaiOublic L 0