HomeMy WebLinkAbout973323SPECIAL WARRANTY DEED
THE STATE OF WYOMING
KNOW ALL BY THESE PRESENTS:
COUNTY OF LINCOLN
Execution Version
0515
THAT, BP AMERICA PRODUCTION COMPANY, a Delaware corporation
"Grantor with an address of 501 WestLake Park Boulevard, Houston, Texas 77079 and TOC-
ROCKY MOUNTAINS INC., a Delaware corporation, with an address of 501 WestLake Park
Boulevard, Houston, Texas 77079 (together, the "Grantor for and in consideration of the sum
of Ten and No /100 Dollars ($10.00) and other good and valuable consideration, the receipt and
sufficiency of which consideration are hereby acknowledged, hereby GRANTS, SELLS AND
CONVEYS to ANADARKO TITLEHOLDER 1 LLC, a Delaware limited liability company
"Grantee whose address is 1099 18 Street, Suite 1800, Denver, Colorado 80202 -1918, the
following described property, to -wit:
BEING those certain tracts of land located in Lincoln County, Wyoming described by
metes and bounds on Exhibit "A" attached hereto and fully made a part hereof by
reference for all purposes (collectively, the "Land together with all plants and all
buildings and other permanent improvements located thereon, and further together with
all and singular the hereditaments and appurtenances thereto belonging, or in anywise
appertaining, and the reversion and reversions, remainder and remainders, rents, issues
and profits thereof (all of the foregoing is collectively referred to herein as the
"Property and any and all easements or right to use easements relating to the Land,
and all the estate, right, title, interest, claim and demand whatsoever of the Grantor, either
in law or equity, of, in and to the above bargained premises, with the hereditaments and
appurtenances.
SUBJECT, HOWEVER, to the encumbrances referred to on Exhibit "B" attached hereto
(the "Permitted Encumbrances
TO HAVE AND TO HOLD the Property (subject to the Permitted Encumbrances) unto
Grantee, its successors and assigns FOREVER; and Grantor does hereby bind itself and its
successors and assigns to WARRANT AND FOREVER DEFEND all and singular the title to the
Property unto Grantee, its successors and assigns, against claims made by, through or under
Grantor, subject, however, to the Permitted Encumbrances.
This Special Warranty Deed is made in accordance with and is subject to the terms,
covenants and conditions contained in that certain Purchase and Sale Agreement dated July 23,
2013, by and between Grantor and Grantee, as assignee in interest of Anadarko Petroleum
Corporation, as amended "Purchase and Sale Agreement a copy of which can be obtained
from Grantee at the above referenced address. If there is a conflict between the provisions of the
Purchase and Sale Agreement and this Special Warranty Deed, the provisions of the Purchase
and Sale Agreement shall control. Capitalized terms utilized but not defined herein shall have
the meaning set forth in the Purchase and Sale Agreement.
Gardere0l 6348974v.3
Page 1
RECEIVED 9/18/2013 at 3:45 PM
RECEIVING 973323
BOOK: 820 PAGE: 515
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
0516
This Special Warranty Deed may be executed in counterparts, each of which shall be
deemed an original instrument, but all such counterparts together shall constitute but one
agreement. No Party shall be bound until such time as all of the Parties have executed
counterparts of this Special Warranty Deed. To facilitate recordation or filing of this Special
Warranty Deed, each counterpart filed with a county or state agency or office may contain only
those portions of the Exhibits to this Special Warranty Deed that describe property under the
jurisdiction of that agency or office. Complete copies of this Special Warranty Deed containing
the entire Exhibits have been retained by Grantor and Grantee.
Gardere01 6348974v.3
[Signature Page to Follow]
Page 2
SPECIAL WARRANTY DEED
Executed on the 30 day of August, 2013, but effective as of April 1, 2013 at 7:00 a.m.,
local time where the Properties are located.
GARDERE01 6348974v.3
GRANTOR:
BP A ERICA PRODUCTION COMPANY
By C h4
Name: John M. Kaf enes
Title: Authorized Person
TOC OCKY MOUNTAINS INC.
B !u L �c
Name: John Ka enes
Title: Attorney -in -Fact
GRANTEE:
ANADARKO TITLEHOLDER 1 LLC
By:
Nam. Terms 1, WIndUUr c,(
Title: hum.fill-i-Y1-F(4/0)
SIGNATURE PAGE
4517
SPECIAL WARRANTY DEED
STATE OF TEXAS
COUNTY OF HARRIS
\1111111111//
KATHY S. JOHNSON ti
1 Notary Public, State of Texas
r ra Y Commission Expires 09 -20 -2016
lllll'llllJ-rllllll- �llltlll
[SEAL]
GARDERE01 6348974v.3
The foregoing instrument was acknowledged before me this 30 day of August, 2013 by
John M. Kaffenes, as Authorized Person and Attorney -in -Fact for BP AMERICA
PRODUCTION COMPANY and TOC -ROCKY MOUNTAINS INC., respectively, each a
Delaware corporation, on behalf of said corporations.
Witness my hand and official seal.
My Commission expires: a o ;").0/‘
NOTARY PAGE
0518
SPECIAL WARRANTY DEED
STATE OF TEXAS
COUNTY OF HARRIS
0519
The foregoing instrument was acknowledged before me this 30 day of August, 2013 by
IG✓ry L• W,�dLI 3> per, �ne t=c`� for ANADARKO TITLEHOLDER 1 LLC, a
Delaware limited liability company, on behalf of said company.
[SEAL]
Witness my hand and official seal.
My Commission expires: 9c;.,20-0/6.
AS KATHY S. JOHNSON
Notary Public, State of Texas
Commission Expires 09 -20 -2016
GARDERE01 6348974v.3
NOTARY PAGE
SPECIAL WARRANTY DEED
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0520
Exhibit `B"
TO THE SPECIAL WARRANTY DEED
Permitted Encumbrances
With respect to a Property, any and all of the following:
(a) royalties, overriding royalties, sliding scale royalties, production payments, reversionary
interests, convertible interests, net profits interests and similar burdens encumbering any
Property;
(b) consents to assignment and similar agreements with respect to which waivers or consents
are obtained from the appropriate Persons prior to Closing or with respect to which Grantor has
post Signing Date obligations under Section 3.3 of the Purchase and Sale Agreement, and
Customary Post Closing Consents;
(c) Applicable Preferential Rights and similar contractual provisions affecting such Property
that (in connection with the transactions contemplated by this Agreement) either have been
waived in writing or for which the time period during which such Applicable Preferential Rights
or other similar right must be exercised has expired (without the exercise of such preferential
purchase right or other similar right);
(d) rights to consent by, required notices to and filings with a Governmental Authority
associated with the conveyance of such Property, including Customary Post Closing Consents;
(e) terms and conditions of Permits affecting the Properties and any other rights reserved to
or vested in a Governmental Authority having jurisdiction to control or regulate such Property in
any manner whatsoever and all Laws of such Governmental Authorities;
(fl Easements, grazing rights, logging rights, ponds, lakes, waterways, canals, ditches,
reservoirs, equipment, pipelines, utility lines, railways, streets, roads and structures on, over,
under and through such Property; provided, however, that such encumbrances do not interfere
materially with the use or operation of such Property affected thereby for the purpose for which
such Property is currently used or the handling, processing, storage, sale or transportation of
production from such Property;
(g) the terms and conditions of unitizations, communitizations, poolings, agreements,
instruments, licenses and permits affecting such Property;
(h) the terms and conditions of the Applicable Contracts disclosed to Grantee;
(i) Encumbrances for current period Taxes not yet delinquent or, if delinquent, that are being
contested by Grantor in good faith in the normal course of business, to the extent the amounts
secured by such Encumbrance(s) have been taken into account as a reduction to the Purchase
Price pursuant to Article VI of the Purchase and Sale Agreement;
GARDERE01 6348974v.3
EXHIBIT B
SPECIAL WARRANTY DEED
0522
(j) Encumbrances of operators relating to obligations not yet delinquent or, iT delinquent,
that are being contested by Grantor in good faith in the normal course of business and that are
expressly disclosed on Exhibit "A -7" of the Purchase and Sale Agreement;
(k) statutory Encumbrances, including mechanics', carriers', workers', repairers' and other
similar Encumbrances and the rights of customers, suppliers and subcontractors arising or
incurred in the ordinary course of business, not yet delinquent or, if delinquent, that are being
contested by Grantor in good faith in the normal course of business;
(1) Imbalances associated with such Property;
(m) the terms of any Operative Document;
(n) any Encumbrance expressly set forth on Exhibit "A -7" of the Purchase and Sale
Agreement; and
(o) such Encumbrances, defects or irregularities in the title to such Property that in the
aggregate do not materially interfere with the ownership or operation of such Property affected
thereby as such Property was owned or operated as of the Signing Date and that would not be
considered material when applying general standards in the industry.
GARDERE01 6348974v.3
EXHIBIT B
SPECIAL WARRANTY DEED