HomeMy WebLinkAbout973337LEASEHOLD ASSIGNMENT WITH OVERRIDE RESERVED
Reynard and Outer Blacks Fork Units
Lincoln and Uinta Counties, Wyoming
0799
This Assignment "Assignment is executed on this tt4t$t day of August, 2013, but is made
effective for all purposes as of midnight, Mountain Standard Time, at the beginning of October 1, 2009
"Effective Time between QEP Energy Company, a Texas corporation, having an address at 1050 17`
Street, Suite 500, Denver, Colorado 80265, "Assignor and Crown Energy Partners, LLC, a Delaware
limited liability company, having an address at 304 Inverness Way South, Suite 125, Englewood,
Colorado 80112 "Assignee
For good and valuable consideration paid and given by Assignee to Assignor, the receipt and
sufficiency of which are hereby acknowledged, Assignor hereby sells, grants, transfers, conveys and
assigns to Assignee, seventy percent (70 of Assignor's right, title and interest in, and all privileges and
obligations appurtenant to lands in Lincoln and Uinta Counties, Wyoming, within the Reynard Unit set
forth in the schedule of lands to the Reynard Unit which is attached at Exhibit "A" and the Outer Blacks
Fork Unit set forth in the schedule of lands which is attached as Exhibit `B
1) Assignor's non interpretative and non confidential materials, including well files, records,
contract files, title records and other records relating to the leaseholds; and,
2) Reserving to Assignor an overriding royalty, if any, equal to the difference between existing
encumbrances and overriding royalties of record as of the Effective Time and 20% (the
"Overriding Royalty The Overriding Royalty shall be proportionately reduced on a lease
basis, to the extent the interest being acquired by Assignee is less than the entire leasehold
estate and to the extent the Lease covers less than the entire oil and gas fee mineral estate in
and under the land covered by lease(s) participating in the Reynard Unit and Outer Blacks
Forks Unit.
This Assignment is made expressly subject to the following:
A. It is the intent of Assignor to convey to Assignee only 70% of Assignor's Property, subject to the
Assignor's Overriding Royalty, and to retain 30% of the Assignor's Property.
B. This Assignment is made without warranty or representation of any kind, except Assignor covenants
and agrees that it will specially warrant and defend title to the Property in Assignee, its successors and
assigns, against all persons lawfully claiming or to claim any part thereof, by, through or under the
Assignor, but not otherwise. Assignor hereby assigns, grants and provides full subrogation of Assignee to
the rights of Assignor under all prior warranties in the chain of title to Assignee.
C. Assignor makes no warranty or representation, express or implied, as to the accuracy or
completeness of (i) any data, information or materials furnished to Assignee in connection with the
Property (ii) the quality and quantity of hydrocarbon reserves (if any) attributable to the Property;
and (iii) the environmental condition of the Property.
D. Assignee assumes and agrees to perform and abide by the applicable terms of the Lease and any
agreements, easements or other instruments assigned hereunder to the extent they relate to or arise out of
Assignee's ownership of the Property on or after the Effective Time, including, without limitation,
operating, reworking, completing, sidetracking, plugging, abandonment or reclaiming the Property, or
paying royalties or taxes associated therewith. Assignee shall indemnify, release, defend and hold
Assignor harmless from and against all costs, expenses, attorney's fees, liens, judgments, claims,
demands and causes of action whatsoever (including, but not limited to, environmental matters) relating
directly or indirectly to (1) breach of this Assignment or (2) the ownership or operation of the Property
after the date of this Assignment, except as to matters contained in Assignor's indemnification, below.
E. Except as otherwise specifically set forth herein, this Assignment is made "as is "where is" and
"with all faults." This conveyance is made without any warranties or representations, express,
implied, statutory or otherwise and Assignor expressly disclaims any and all representations and
warranties including, but not limited to, those 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.
F. The parties agree to execute, acknowledge and deliver, or cause affiliates or subsidiaries to execute,
acknowledge and deliver, from time to time, such other and additional instruments, notices, division
orders, transfer orders, governmental forms and other documents, and to do all such other and further acts
and things as may be necessary to more fully and effectively grant, convey, transfer and assign the
Property to Assignee.
RECEIVED 9/19/2013 at 11:35 AM
RECEIVING 973337
1 BOOK: 820 PAGE: 799
JEANNE WAGNER
1 iMrni Al rni IAITV r1 CAL! VCRARAMDCD %AAV
0800
G. Assignee agrees to comply with all applicable federal, state and local laws and regulations pertaining
to operation and ownership of the Property.
H. Assignor, to the extent applicable, shall strive to make any shut -in royalty payments which in its
opinion are required to maintain the Lease in full force and effect; however, Assignor shall not be liable
for any inadvertent error or failure with respect to such obligations or payments. Assignor agrees to
promptly notify Assignee in writing of any demands or plans to surrender any portion of the Lease so that
Assignee may have the option to acquire the same.
I. This Assignment shall be binding up and inure to the benefit of the parties hereto and their respective
successors and assigns.
J. This Assignment shall be governed by and construed in accordance with the laws of the State of
Wyoming without giving effect to principles of conflicts of law that would apply the laws of a different
jurisdiction.
In witness whereof, the parties hereto have caused this Assignment to be duly executed on the
date first written above, but is made effective for all purposes as of the Effective Time.
Assignor:
QEP Energy Company
By:
Name:
Title: Vice President, Land
Michael K. Watanabe
2
Assignee:
Crown Energy Partners, LLC
STATE OF COLORADO
COUNTY OF DENVER
My Commission Expires:
L/1)9/ oI7
<SEAL>
My Commission Expires:
quil IA dot
<SEAL>
ss.
The foregoing instrument was acknowledged before me this 14th day of August, 2013 by Michael
K. Watanabe, as Vice President of QEP Energy Company, a Texas corporation, on behalf of the
corporation.
Witness my hand and official seal.
LLAH ,&j
NOTAR\ PuBoi
STATE OF_ CC)!_ORAL;O
NOTARY ID 201340253 i0
MY COMMISSION EXPIRES APRI
Witness my hand and official seal.
Notary Public
1
STATE OF ColO
ss.
COUNTY OF `d�6L�la
The f regoing instrument was acknowledged before me this 6 0 114 day of
2013, by friar j. as CEO of Crown Ener Partners,
LLC, on behalf of the company.
3
KELLY D. BYRD
NOTARY PUBLIC
STATE OF COLORADO
NOTARY ID 19984019177
MY COMMISSION EXPIRES 07/13/2014
0801
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0803
WELLBORE ASSIGNMENT WITH OVERRIDE RESERVED
Reynard Unit 11 -1 Well
This Assignment "Assignment is executed on this 14' 'day of August, 2013, but is made
effective for all purposes as of midnight, Mountain Standard Time, at the beginning of October 1, 2009
"Effective Time between QEP Energy Company, a Texas corporation, having an address at 1050 17
Street, Suite 500, Denver, Colorado 80265, "Assignor and Crown Energy Partners, LLC, a Delaware
limited liability company, having an address at 304 Inverness Way South, Suite 125, Englewood,
Colorado 80112 "Assignee
For good and valuable consideration paid and given by Assignee to Assignor, the receipt and
sufficiency of which are hereby acknowledged, Assignor hereby sells, grants, transfers, conveys and
assigns to Assignee, seventy percent (70 of Assignor's right, title and interest in, and all privileges and
obligations appurtenant to the Reynard Unit 11 -1 Well (API No. 049 023 21739) in Section 1, T. 20 N.
R. 113 W., 6` P.M., Lincoln County, Wyoming
"Wellbore including the following real and personal "Property":
1) To the extent necessary for the Wellbore, the following Oil and Gas Lease( "Lease
Lessor: Champlin Petroleum Company
Lessee: Amoco Production Company
Effective: May 7, 1976
Township 20 North, Range 113 West, 6 P.M.
Section 1: NE /4SE /4SW /4, SE /4NE /4SW /4, NW /4SW /4SE /4, SW /4NW /4SE /4
Lincoln County, Wyoming
Recorded: Book 131 at Page 19
2) The casing, equipment, surface facilities, supplies, agreements, easements, surface use, access
and all other tangible property and rights pertaining to the Wellbore, but only to the extent,
such pertain to or are beneficial for the Wellbore, and any pooled area or unit to which they
are committed, including, without limitation, all corresponding right, title and interest in and
to applicable drilling and spacing unit, pooling or communitization agreements, surface use
agreements, declarations, permits, orders and licenses; any costs, expenses, taxes, revenues,
credits, refunds and proceeds attributable to the Wellbore;
3) Assignor's non interpretative and non confidential materials, including well files, records,
contract files, title records and other records relating to the Wellbore; and,
4) Reserving to Assignor an overriding royalty, if any, equal to the difference between existing
encumbrances and overriding royalties of record as of the Effective Time and 18% (the
"Overriding Royalty The Overriding Royalty shall be proportionately reduced on a lease
basis, to the extent the interest being acquired by Assignee is less than the entire leasehold
estate and to the extent the Lease covers less than the entire oil and gas fee mineral estate in
and under the land covered by lease(s) participating in the Reynard Unit Participating Area
"C" for the respective Wellbore (the "Participating Area
This Assignment is made expressly subject to the following:
A. It is the intent of Assignor to convey to Assignee only 70% of Assignor's Property, subject to the
Assignor's Overriding Royalty, and to retain 30% of the Assignor's Property.
B. This Assignment is made without warranty or representation of any kind, except Assignor covenants
and agrees that it will specially warrant and defend title to the Property in Assignee, its successors and
assigns, against all persons lawfully claiming or to claim any part thereof, by, through or under the
Assignor, but not otherwise. Assignor hereby assigns, grants and provides full subrogation of Assignee to
the rights of Assignor under all prior warranties in the chain of title to Assignee.
C. Assignor makes no warranty or representation, express or implied, as to the accuracy or
completeness of (i) any data, information or materials furnished to Assignee in connection with the
Property (ii) the quality and quantity of hydrocarbon reserves (if any) attributable to the Property;
and (iii) the environmental condition of the Property.
D. Assignee assumes and agrees to perform and abide by the applicable terms of the Lease and any
agreements, easements or other instruments assigned hereunder to the extent they relate to or arise out of
Assignee's ownership of the Property on or after the Effective Time, including, without limitation,
1
0804
operating, reworking, completing, sidetracking, plugging, abandonment or reclaiming the Property, or
paying royalties or taxes associated therewith. Assignee shall indemnify, release, defend and hold
Assignor harmless from and against all costs, expenses, attorney's fees, liens, judgments, claims,
demands and causes of action whatsoever (including, but not limited to, environmental matters) relating
directly or indirectly to (1) breach of this Assignment or (2) the ownership or operation of the Property
after the date of this Assignment, except as to matters contained in Assignor's indemnification, below.
E. Except as otherwise specifically set forth herein, this Assignment is made "as is "where is" and
"with all faults," This conveyance is made without any warranties or representations, express,
implied, statutory or otherwise and Assignor expressly disclaims any and all representations and
warranties including, but not limited to, those 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.
F. The parties agree to execute, acknowledge and deliver, or cause affiliates or subsidiaries to execute,
acknowledge and deliver, from time to time, such other and additional instruments, notices, division
orders, transfer orders, governmental forms and other documents, and to do all such other and further acts
and things as may be necessary to more fully and effectively grant, convey, transfer and assign the
Property to Assignee.
G. Assignee agrees to comply with all applicable federal, state and local laws and regulations pertaining
to operation and ownership of the Property.
11. Assignor, to the extent applicable, shall strive to make any shut -in royalty payments which in its
opinion are required to maintain the Lease in full force and effect; however, Assignor shall not be liable
for any inadvertent error or failure with respect to such obligations or payments. Assignor agrees to
promptly notify Assignee in writing of any demands or plans to surrender any portion of the Lease so that
Assignee may have the option to acquire the same.
I. This Assignment shall be binding up and inure to the benefit of the parties hereto and their respective
successors and assigns.
J. This Assignment shall be governed by and construed in accordance with the laws of the State of
Wyoming without giving effect to principles of conflicts of law that would apply the laws of a different
jurisdiction.
In witness whereof, the parties hereto have caused this Assignment to be duly executed on the
date first written above, but is made effective for all purposes as of the Effective Time.
Assignor: Assignee:
QEP Energy Company
By:
Name:
Title: Vice President, Land
Michael K. Watanabe
2
Crown Energy Partners, LLC
By: L -/�•C -7
Name:
Title:
0805
STATE OF COLORADO
COUNTY OF DENVER
The foregoing instrument was acknowledged before me this 14th day of August, 2013 by Michael
K. Watanabe, as Vice President of QEP Energy Company, a Texas corporation, on behalf of the
corporation.
Witness my hand and official seal.
My Commission Expires:
49 /dol 7
<SEAL>
LEAH SCHUETZ
NOTARY PUBLIC
STATE OF COLORADO
NOTARY ID 20134025330
MY COMMISSION EXPIRES APRIL 19 201
STATE OF 09eCvR
ss.
COUNTY OF D1
My Commission Expires:
Witness my hand and official seal.
KELLY D. BYRD
NOTARY PUBLIC
<SEALr$TATE OF COLORADO
NOTARY ID 19984019177
MY COMMISSION EXPIRES 07/13/2014
ss.
Notary Public
The foregoing instrument was acknowledged before me this a3rd day of
2013, by 4111 14. as 'C.EU
LLC, on behalf of the company.
3
of Crown Energy Partners,
0806
WELLBORE ASSIGNMENT WITH OVERRIDE RESERVED
Reynard Unit 12 Well
This Assignment "Assignment is executed on this Al of August, 2013, but is made
effective for all purposes as of midnight, Mountain Standard Time, at the beginning of October 1, 2009
"Effective Time between QEP Energy Company, a Texas corporation, having an address at 1050 17
Street, Suite 500, Denver, Colorado 80265, "Assignor and Crown Energy Partners, LLC, a Delaware
limited liability company, having an address at 304 Inverness Way South, Suite 125, Englewood,
Colorado 80112 "Assignee
For good and valuable consideration paid and given by Assignee to Assignor, the receipt and
sufficiency of which are hereby acknowledged, Assignor hereby sells, grants, transfers, conveys and
assigns to Assignee, seventy percent (70 of Assignor's right, title and interest in, and all privileges and
obligations appurtenant to the Reynard Unit 12 Well (API No. 049 023 21731) in Section 3, T. 20 N., R.
113 W., 6 P.M., Lincoln County, Wyoming
"Wellbore including the following real and personal "Property":
1) To the extent necessary for the Wellbore, the following Oil and Gas Lease "Lease
Lessor: Champlin Petroleum Company
Lessee: Amoco Production Company
Effective: May 7, 1976
Township 20 North, Range 113 West, 6 P.M.
Section 3: SE /4SE /4, E /2SW /4SE/4
Lincoln County, Wyoming
Recorded: Book 131 at Page 19
Lessor: USA WYW- 104845
Lessee: Howell Spear
Effective: June 1, 1987
Township 20 North, Range 113 West, 6 P.M.
Section 10: NW /4NE /4NE /4
Lincoln County, Wyoming
Recorded: Book 404 at Page 1
1
0807
2) The casing, equipment, surface facilities, supplies, agreements, easements, surface use, access
and all other tangible property and rights pertaining to the Wellbore, but only to the extent,
such pertain to or are beneficial for the Wellbore, and any pooled area or unit to which they
are committed, including, without limitation, all corresponding right, title and interest in and
to applicable drilling and spacing unit, pooling or communitization agreements, surface use
agreements, declarations, permits, orders and licenses; any costs, expenses, taxes, revenues,
credits, refunds and proceeds attributable to the Wellbore;
3) Assignor's non interpretative and non confidential materials, including well files, records,
contract files, title records and other records relating to the Wellbore; and,
4). Reserving to Assignor an overriding royalty, if any, equal to the difference between existing
encumbrances and overriding royalties of record as of the Effective Time and 18% (the
"Overriding Royalty"). The Overriding Royalty shall be proportionately reduced on a lease
basis, to the extent the interest being acquired by Assignee is less than the entire leasehold
estate and to the extent the Lease covers less than the entire oil and gas fee mineral estate in
and under the land covered by lease(s) participating in the Reynard Unit Participating Area
"A" for the respective Wellbore (the "Participating Area
This Assignment is made expressly subject to the following:
A. It is the intent of Assignor to convey to Assignee only 70% of Assignor's Property, subject to the
Assignor's Overriding Royalty, and to retain 30% of the Assignor's Property.
B. This Assignment is made without warranty or representation of any kind, except Assignor covenants
and agrees that it will specially warrant and defend title to the Property in Assignee, its successors and
assigns, against all persons lawfully claiming or to claim any part thereof, by, through or under the
0808
Assignor, but not otherwise. Assignor hereby assigns, grants and provides full subrogation of Assignee to
the rights of Assignor under all prior warranties in the chain of title to Assignee.
C. Assignor makes no warranty or representation, express or implied, as to the accuracy or
completeness of (i) any data, information or materials furnished to Assignee in connection with the
Property (ii) the quality and quantity of hydrocarbon reserves (if any) attributable to the Property;
and (iii) the environmental condition of the Property.
D. Assignee assumes and agrees to perform and abide by the applicable terms of the Lease and any
agreements, easements or other instruments assigned hereunder to the extent they relate to or arise out of
Assignee's ownership of the Property on or after the Effective Time, including, without limitation,
operating, reworking, completing, sidetracking, plugging, abandonment or reclaiming the Property, or
paying royalties or taxes associated therewith. Assignee shall indemnify, release, defend and hold
Assignor harmless from and against all costs, expenses, attorney's fees, liens, judgments, claims,
demands and causes of action whatsoever (including, but not limited to, environmental matters) relating
directly or indirectly to (1) breach of this Assignment or (2) the ownership or operation of the Property
after the date of this Assignment, except as to matters contained in Assignor's indemnification, below.
E. Except as otherwise specifically set forth herein, this Assignment is made "as is "where is" and
"with all faults." This conveyance is made without any warranties or representations, express,
implied, statutory or otherwise and Assignor expressly disclaims any and all representations and
warranties including, but not limited to, those 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.
F. The parties agree to execute, acknowledge and deliver, or cause affiliates or subsidiaries to execute,
acknowledge and deliver, from time to time, such other and additional instruments, notices, division
orders, transfer orders, governmental forms and other documents, and to do all such other and further acts
and things as may be necessary to more fully and effectively grant, convey, transfer and assign the
Property to Assignee.
G. Assignee agrees to comply with all applicable federal, state and local laws and regulations pertaining
to operation and ownership of the Property.
H. Assignor, to the extent applicable, shall strive to make any shut -in royalty payments which in its
opinion are required to maintain the Lease in full force and effect; however, Assignor shall not be liable
for any inadvertent error or failure with respect to such obligations or payments. Assignor agrees to
promptly notify Assignee in writing of any demands or plans to surrender any portion of the Lease so that
Assignee may have the option to acquire the same.
I. This Assignment shall be binding up and inure to the benefit of the parties hereto and their respective
successors and assigns.
J. This Assignment shall be governed by and construed in accordance with the laws of the State of
Wyoming without giving effect to principles of conflicts of law that would apply the laws of a different
jurisdiction.
In witness whereof, the parties hereto have caused this Assignment to be duly executed on the
date first written above, but is made effective for all purposes as of the Effective Time.
Assignor:
QEP Energy Company
By:
Name: Michael K. Watanabe
Title:
Vice President, Land
2
Assignee:
Crown Energy Partners, LLC
B y:
Name:
Title:
<SEAL>
STATE OF COLORADO
COUNTY OF DENVER
ss.
The foregoing instrument was acknowledged before me this 14th day of August, 2013 by Michael
K. Watanabe, as Vice President of QEP Energy Company, a Texas corporation, on behalf of the
corporation.
Witness my hand and official seal.
My Commission Expires:
1 /49 0 1 7
STATE OF Woro -cIo
COUNTY OF b0►tliA -S
My Commission Expires:
qt.d (904
<SEALr
LEAH SCHUETZ
NOTARY PUBLIC
STATE OF COLORADO
NOTARY ID 20134025330
MY COMMISSION EXPIRES APRIL 19, 2017
ss.
The foregoing instrument was acknowledged before me this X5 day of J
2013, by bruin 14 as CEO of Crown Energy Partners,
LLC, on behalf of the company.
Witness my hand and official seal.
KELLY D. BYRD
NOTARY PUBLIC
STATE OF COLORADO
NOTARY !U 19984019177
iu Y COMNI!SSK)fd EXPIRES 07/13/2014
Notary Public
3
0809