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RECEIVED
q 7D 9 ,0 LINCOLN COUNTY CLERK
POOLING AGREEMENT AND STIPULABO1I QI I LING AND ROYALTYWITI r S`' Ail 10 1 8
PR PAGE_
sy7 AG {`JER
8 ),k'1;vii NG
address is 16 East Granite, Butte, Montana 59701, are the owners of undivided working interests in and to that certain Oil and
Gas Lease dated November 12, 1976, recorded in Book 133, Page 582, in the records of the Clerk and Recorder, Lincoln
County, Wyoming, by and between Union Pacific Railroad Company, as Lessor, and Amoco Production Company as Lessee,
insofar as it covers the following described land, situated in Lincoln County, State of Wyoming, to -wit:
WHEREAS, QUESTAR EXPLORATION AND PRODUCTION COMPANY "QUESTAR whose
Seventeenth Street, Suite 800, Denver, CO 80202, and NORTH AMERICAN RESOURCES COMPA
Tract 1
Township 19 North, Range 113 West, 6 P.M.
Section 27: W /2, SE /4
Containing 480 acres, more or less
Whereas, the Oil and Gas Lease is subject to a 15% landowners royalty interest. In addition, the working interest of North
American Resources Company is further burdened by a 1.5% net override in favor of Questar against the working interest of
NARCO.
WHEREAS, UNION PACIFIC LAND RESOURCES CORPORATION "UPLRC whose address is P.O. Box 7, Fort Worth,
Texas is the owner of an unleased mineral interest in and to that certain tract of land situate in Lincoln County, State of
Wyoming, to wit:
Tract 2
Township 19 North, Range 113 West, 6 P. M.
Section 27: NE /4
Containing 160 acres more or less
Said unleased interest is subject to a 20% landowner royalty as set forth in Exhibit "5" to the Verne Valley Unit Operating
Agreement.
WHEREAS effective January 13, 1998 the above tracts became, and are now, part of the Verne Valley Federal Unit and the
undersigned parties are desirous of pooling their individual working and royalty interests insofar only as it pertains to all of
Section 27, Township 19 North, Range 113 West, 6t P.M.
NOW, THEREFORE, in consideration of the sum of ONE DOLLAR ($1.00) and mutual advantages to be derived hereunder, the
undersigned parties do hereby agree, declare and stipulate that for all purposes (i) the working interest covering all of Section
27, Township 19 North, Range 113 West as to all depths is as follows:
COMPANY
Union Pacific Land Resources Company
Questar Exploration and Production Company
North American Resources Company
E
and, (ii) the landowner royalty interest covering all depths within all of Section 27, Township 19 North, Range 113 West, 6t
P.M., which will be bome by each working interest party as to it's working interest share, is 16.25 In addition, pursuant to the
terms of the Exploration Agreement dated effective May 19, 1997 between Questar's predecessor, Celsius Energy Company, and
NARCO, Questar is the owner of an overriding royalty interest against the working interest of NARCO as to Tract 1 lands equal
to a net 1.5% which is also pooled hereunder and will be bome solely by NARCO's working interest. Based on these facts, the
net revenue interest of each working interest party in Section 27, Township 19 North, Range 113 West, 6 P.M. is as follows:
COMPANY
Union Pacific Resources Company /Union Pacific Land Resources Corporation
Questar Exploration and Production Company
4orth American Resources Company
WORKING INTEREST
25.00%
37.50%
37.50%
NET REVENUE INTEREST
37.1875%
32.53125%
30.28125%
AND FURTHER, the undersigned parties, and each of them, do hereby grant, bargain, sell and convey to the other,
whatever interest is necessary to effectuate the purpose of this instrument.
08709
THIS instrument is binding upon and is effective as to the interest of each party subject to the proper execution by all
the parties for so long as any of said lands are committed to the Verne Valley Federal Unit and for so long thereafter as a well
which is capable of production in paying quantities is located in Section 27, TI9N, R113W, 6"' P.M., Lincoln County,
Wyoming. In the event the Verne Valley Unit Operating Agreement is no longer applicable as to these lands but the Oil and Gas
Lease covering Tract 1 remains in effect pursuant to the terms and conditions of the Land Grant Settlement Agreement entered
into August 20, 1990, by and between Amoco Production Company and Union Pacific Resources Company, then the parties will
enter into a Joint Operating Agreement as provided for in the Land Grant Settlement Agreement. In the event less than all
parties execute this agreement, this Stipulation and Cross Assignment shall be null and void and of no force and effect.
IN WITNESS WHEREOF, we sign this, .4 day of 2000, but effective for all purposes January 13,
1998.
ATTEST: QUESTAR EXPLORATION AND PRODUCTION COMPANY
By: '.L. No oh
Its: President CEO
ATTEST: NORTH AMERICAN RESOURCES COMPANY
By: James J. Benner
Its: President Chief Operating Officer
ATTEST: UNION PACIFIC RESOURCES COMPANY
By:
Its: Attorney -in -Fact
ATTEST: UNION PACIFIC LAND RESOURCES CORPORATION
By:
Its: Attorney -in -Fact
564
JUL -26 -2000 15:10 NARCO 3038619183 P.03/06
0€3'700:.0
THIS instrument is binding upon and is effective as to the interest of eacTi party subject to the proper execution by all
the parties for so long as any of said lands are committed to the Verne Valley Federal Unit and for so long thereafter as a well
which is capable of production in paying quantities is located in Section 27, T19N, R113W, 6 P.M., Lincoln County,
Wyoming. In the event the Verne Valley Unit Operating Agreement is no longer applicable as to these lands but the Oil and Gas
Lease covering Tract 1 remains in effect pursuant to the terms and conditions of the Land Grant Settlement Agreement entered
into August 20, I990, by and between Amoco Production Company and Union Pacific Resources Company, then the parties will
enter into a Joint Operating Agreement as provided for in the Land Grant Settlement Agreement. In the event less than all
parties execute this agreement, this Stipulation and Cross Assignment shall be null and void and of no force and effect.
IN WITNESS WHEREOF, we sign this,/ day of
1998.
ATTEST:
ATTEST:
QUESTAR EXPLORATION AND PRODUCTION COMPANY
By: G.L. Nordloh
Its: President CEO
NO H MERICA ACES COMPANY
lames I. Benner
Its: President Chief Operating Officer
UNION PACIFIC RESOURCES COMPANY
By:
Its: Attorney -in -Fact
ATTEST: UNION PACIFIC LAND RESOURCES CORPORATION
By:
It Attorney -in -Fact
2000, but effective for all purposes January 13,
56 3
THIS instrument is binding upon and is effective as to the interest of each party subject to the proper execution by all
the parties for so long as any of said lands are committed to the Verne Valley Federal Unit and for so long thereafter as a well
which is capable of production in paying quantities is located in Section 27, TI9N, RI 13W, 6 P.M., Lincoln County,
Wyoming. In the event the Verne Valley Unit Operating Agreement is no longer applicable as to these lands but the Oil and Gas
Lease covering Tract 1 remains in effect pursuant to the terms and conditions of the Land Grant Settlement Agreement entered
into August 20, 1990, by and between Amoco Production Company and Union Pacific Resources Company, then the parties will
enter into a Joint Operating Agreement as provided for in the Land Grant Settlement Agreement. In the event less than all
parties execute this agreement, this Stipulation and Cross Assignment shall be null and void and of no force and effect.
IN WITNESS WHEREOF, we sign this �e day of U-u 17 2000, but effective for all purposes January 13,
1998.
ATTEST: QUESTAR EXPLORATION AND PRODUCTION COMPANY
ATTEST: NORTH AMERICAN RESOURCES COMPANY
ATTEST: UNION •ACIFIC RESOURCES COiv,1JP -X
ATTEST:
By: G.L. Nordloh
Its: President CEO
By: James J. Benner
Its: President Chief Operating Officer
By:
Its: Attorney -in -Fact
ROBERT M. McCOMMON, JR.
Attorney -In -Fact
By:
Its: Attorney -in -Fact
ROBERT M. McCOMMON, JR.
Attorney -In -Fact
RATION
5 6 t
JUL -26 -2000 15:11 NRRCO 3038619183 P.04/06
OS'?pJ .O 567
STATE OF fro ti A.)/4
)SS
COUNTY OF 3iiwok �nu)
On this e day of JULY 2000, before me the undersigned, a Notary Public in and for said county,
personally came Jamcs 1. Benner, President and Chief Operating Officer of North American Resources Company, to me
personally known to he the President and Chief Operating Officer and the identical person whose name is affixed to the above
instrument, and acknowledges thc execution thereof to be his voluntary act and deed as such officer and thc voluntary act and
deed•of the said North American Resources Compa
Witness rib/ hand and I of /09 o In said county the day and year last above written.
My CommissiOn expires
otary P .Itc
STATE OF UTAH
COUNTY OF SALT LAKE
STATE OF
COUNTY OF
STATE OF
COUNTY OF
)SS.
)SS.
)SS
On this day of 2000, before me the undersigned, a Notary Public an and for said county,
personally came G.L. Nordloh, President and CEO of Questar Exploration and Production Company, to me personally known to
be thePresident and CEO and the identical person whose name is affixed to the above instrument, and acknowledged the
execution thereof to be his voluntary act and dccd as such officer and the voluntary act and deed of the said Qucstar Exploration
and Production Company.
Witness my hand and Notarial Seal at in said county the day and year last above written_
My Commission expires
Notary Public
On this day of 2000, before me the undersigned, a Notary Public an and for said county,
personally came Attorney -In -Fact of Union Pacific Resources Company, to me
personally know to be the Attorney -In -Fact the identical person whose name is affixed to the above instrument, and
acknowledged the execution thereof to be his voluntary act and deed as such officer and the voluntary act and deed of the said
Union Pacific Resources Company.
Witness my hand and Notarial Scal at in said county thc day and year last above written_
My Commission expires
Notary Public
On this day of 2000, before me the undersigned, a Notary Public an and for said county,
personally came Attorney -ln -Fact of Union Pacific Lund Resources Corporation, to
M personally know to be the Attorney -In -Fact the identical person whosc name is affixed to the above instrument, and
acknowled &ed the execution thereof to be his voluntary act and deed as such officer and thc voluntary act and deed of the said
Union Pacific Land Resources Corporation.
Witness my hand and Notarial Seal at in said county the day and year last above written.
My Commission expires
Notary Public
INA 1111111
O8'7OJ%O
STATE OF
)SS.
COUNTY OF
On this day of 2000, before me the undersigned, a Notary Public in and for said county,
personally came James J. Benner, President and Chief Operating Officer of North American Resources Company, to me
personally known to be the President and Chief Operating Officer and the identical person whose name is affixed to the above
instrument, and acknowledges the execution thereof to be his voluntary act and deed as such officer and the voluntary act and
deed of the said North American Resources Company.
Witness my hand and Notarial Seal at In said county the day and year last above written.
My Commission expires
My Commission expires
3- aovS
STATE OF
COUNTY OF
My Commission expires
STATE OF
Notary Public
STATE OF UTAH
)SS.
COUNTY OF SALT LAKE
Notary Public
)SS.
Notary Public
)SS.
My Commission expires
Notary Public
568
On this day of 2000, before me the undersigned, a Notary Public an and for said county,
personally came G.L. Nordloh, Presiden nd CEO of Questar Exploration and Production Company, to me personally known to
be thePresident and CEO and the identical person whose name is affixed to the above instrument, and acknowledged the
execution thereof to be his voluntary act and deed as such officer and the voluntary act and deed of the said Questar Exploration
and Production Company.
Witness my hand and Notarial Seal at :M\--, LC 01.12 CIA 4 in said county the day and year last above written.
to o+ r NOTARY PUBLIC
`Es' SUSAN K. STONE
180 East 100 South
Salt Lake City, Utah 84111
f My Commission Expires
f l
March 1, 2003
STATE OF UTAH
On this day of 2000, before me the undersigned, a Notary Public an and for said county,
personally came Attorney -In -Fact of Union Pacific Resources Company, to me
personally know to be the Attorney -In -Fact the identical person whose name is affixed to the above instrument, and
acknowledged the execution thereof to be his voluntary act and deed as such officer and the voluntary act and deed of the said
Union Pacific Resources Company.
Witness my hand and Notarial Seal at in said county the day and year last above written.
COUNTY OF
On this day of 2000, before me the undersigned, a Notary Public an and for said county,
personally came Attorney -In -Fact of Union Pacific Land Resources Corporation, to
n e personally know to be the Attorney -In -Fact the identical person whose name is affixed to the above instrument, and
acknowledged the execution thereof to be his voluntary act and deed as such officer and the voluntary act and deed of the said
Union Pacific Land Resources Corporation.
Witness my hand and Notarial Seal at in said county the day and year last above written.
08'70920
STATE OF
)SS.
COUNTY OF
My Commission expires
STATE OF UTAH
COUNTY OF SALT LAKE
My Commission expires
My Commission expires
Notary Public
)SS.
Notary Public
STATE OF7;1. K,S
)SS.
COUNTY OG..r�
On this da of JV\
personally came
Notary Public
569
On this day of 2000, before me the undersigned, a Notary Public in and for said county,
personally came James J. Benner, President and Chief Operating Officer of North American Resources Company, to me
personally known to be the President and Chief Operating Officer and the identical person whose name is affixed to the above
instrument, and acknowledges the execution thereof to be his voluntary act and deed as such officer and the voluntary act and
deed of the said North American Resources Company.
Witness my hand and Notarial Seal at In said county the day and year last above written_
On this day of 2000, before me the undersigned, a Notary Public an and for said county,
personally came G.L. Nordloh, President and CEO of Questar Exploration and Production Company, to me personally known to
be thePresident and CEO and the identical person whose name is affixed to the above instrument, and acknowledged the
execution thereof to be his voluntary act and deed as such officer and the voluntary act and deed of the said Questar Exploration
and Production Company.
Witness my hand and Notarial Seal at in said county the day and year last above written.
STATE OF S
)SS.
COUNTY OF st'4"
On this day of 2000, before me the undersigned, a Notary Public an and for said county,
personally came L,... a MILO- •1(' Attorney -In -Fact of Union Pacific Resources Company, to me
personally know to be the Attorney -In -Fact the identic• person whose name is affixed to the above instrument, and
acknowledged the execution thereof to be his voluntary act and deed as such officer and the voluntary act and deed of the said
Union Pacific Resources Company. V jam, county day y
Witness my hand and Notarial Seal at J. in said coun the da and year last above written.
My Commission expires Ir. r� n nZ
Notary Public r\ F2-___J-
2, 000, before me the undersigned, a Notary Public an and for said county,
Attorney -In -Fact of Union Pacific Land Resources Corporation, to
me personally know to be the Attomey -In -Fact the iden cal person whose name is affixed to the above instrument, and
acknowledged the execution thereof to be his voluntary act and deed as such officer and the voluntary act and deed of the said
Union Pacific Land Resources Corporation.
Witness my hand and Notarial Seal at U�� t CL in said county the day and year last above written.
1