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HomeMy WebLinkAbout974075WELLBORE ASSIGNMENT STATE OF WYOMING: KNOW ALL MEN BY THESE PRESENTS: COUNTY OF: SWEETWATER LINCOLN UINTA RECEIVED 11/7/2013 at 4:14 PM RECEIVING 974075 BOOK: 823 PAGE: 813 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY 0813 That, in consideration of the sum of One Hundred Dollars ($100.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, TOC -Rocky Mountains Inc., a Delaware Corporation, whose mailing address is 501 Westlake Park Blvd. Houston, Texas 77079, hereinafter referred to as "Assignor does hereby sell, assign, transfer and convey unto Kerr -McGee Oil and Gas Onshore LP whose mailing address is 1099 18 Street Denver, Colorado, 80202, (and successor in interest to Westport Oil and Gas Company, LP, Bannon Energy Incorporated, and Belco Oil and Gas Corporation) hereinafter referred to as "Assignee an interest in certain wells and associated wellbore and surface equipment appurtenant thereto, hereinafter referred to as the "Subject Wells set forth in Exhibit "A" attached hereto and made a part hereof for all purposes, said interest to be determined as follows: A. An undivided sixty percent (60 of all of Assignor's right, title and interest, in and to each of the Subject Wells together with the associated wellbore and surface equipment appurtenant thereto, and the production therefrom which is derived from Assignor's interest in the oil and gas leases and oil and gas mineral rights covered by such leases, subject to any depth limitations described thereon, along with all easements, rights of way, surface use and /or damage agreements and other agreements creating or relating to rights of access or surface use, only insofar as such agreements may be necessary for activities to be conducted with respect to the wells, and other contractual rights that may be associated to the development of such interests, hereinafter referred to as the Subject Interests. The Subject Interests covering or applicable to each Subject Well are described and /or listed in that certain Farmout Contract dated May 1, 1992, by and between Amoco Production Company, hereinafter referred to as "Amoco," and Belco Oil and Gas Corporation and Bannon Energy Incorporated, including various exhibits and amendments to said agreement, 0814 all collectively referred to as the "Farmout Contract and Amendments B. Until Payout, as such term is used and defined in the Farmout Contract and Amendments, all of the remaining right, title and interest of Assignor in each of the Subject Wells together with the associated wellbore and surface equipment appurtenant thereto, and the production therefrom which is derived from the Subject Interests applicable to each Subject Well. The interest to be conveyed by Assignor to Assignee pursuant to this paragraph B shall hereinafter be referred to as the "Term Interest." The interests set forth in Paragraphs A and B above are sometimes collectively referred to hereinafter as the "Assigned Premises." The Assigned Premises is strictly limited to Assignor's right, title and interest derived from and pursuant to the Farmout Contract and Amendments and shall exclude any of Assignor's right, title and interest in third party agreements and farmouts. The Assigned Premises is subject to the following covenants and conditions: 1. The Assigned Premises as hereinabove described is assigned by Assignor to Assignee subject to the overriding royalties, production payments, net profits obligations, carried working interests and other payments out of or with respect to production which, were of record as of May 1, 1992, and with which said Assigned Premises are encumbered (together with the applicable lease royalty, hereinafter referred to as the "Existing Burdens and Assignee hereby assumes and agrees to pay, perform or carry, as the case may be, each of said overriding royalty, production payments, net profits obligations, carried working interests and other payments out of or with respect to production, to the extent that it is or remains a burden on the Assigned Premises herein assigned. 2. Assignor hereby excepts and reserves unto itself, its successors and assigns, the following overriding royalty (the "Override" or "Overriding Royalty (a) an overriding royalty equal to the positive difference, if any, between twenty -five percent (25 and Existing Burdens of all oil, gas, distillate, condensate and other liquid hydrocarbons produced and saved from the Assigned Premises which shall be delivered free of all cost and expense, except taxes on production, at the well on such Assigned Premises or, at Assignor's option, to the credit of Assignor into the pipeline to which said well may be connected; (b) an overriding royalty equal to the positive difference, if any, between twenty -five percent (25 and Existing Burdens of the proceeds from the sale (less taxes on production and gathering and 2 0815 transportation costs to the point of sale paid by Assignee) or if no sale, the market value at the well, of all gas and casinghead gas produced and saved from said Assigned Premises which market value shall be paid to Assignor free of all production costs and expense, except taxes on production. 3. With respect to the overriding royalty herein excepted and reserved by Assignor as provided above, Assignor and the Assignee agree, as follows: (a) The Overriding Royalty shall extend to any extensions or renewals of the Subject Interests from which Assignor's interest in the Assigned Premises is derived. (b) The oil and gas used in drilling and operations on the Subject Interests and in the handling of production therefrom shall be deducted before said Overriding Royalty is computed. (c) In the event the Subject Interests covers Tess than all the working interest in and to a Subject Well, said Overriding Royalty shall be proportionately reduced. 4. At Payout of each Subject Well (i) the Overriding Royalty herein reserved by Assignor shall terminate and merge with the Term Interest, (ii) the Term Interest shall expire and immediately revest in Assignor, (iii) Assignor and Assignee shall coordinate and provide information in such party's possession so that the date for payout can be determined and an affidavit or assignment or other documentation placed on record evidencing both the payout date and Assignor's election to convert its Override to a working interest. The merger and vesting shall be automatic without the necessity of documentation therefor; provided Assignor and Assignee agree to execute such further assignments as may be reasonably requested to reflect the foregoing. 5. In the event that Assignor elects, within the time provided by the Farmout Contract and Amendments, not to receive the Term Interest but to retain the Override, then the parties shall quitclaim unto each other as may be necessary to vest in Assignee, (i) title to the Term Interest but with no reversionary right thereafter to Assignor and (ii) title to the Override to Assignor. Such quitclaim deed may be made on an annual basis to cover all applicable wells that reached payout during the year, or thereafter as necessary. 6. Assignee shall furnish to Assignor itemized monthly reports of all production from or attributable to the Subject Interests for each Subject Well as well as the documented operating costs incurred in connection with such production. Such reports shall be mailed to Assignor no later than the fifteenth day of the month following the month for which the reports are made. 3 7. To the extent of the interests assigned hereunder, this Wellbore Assignment is made subject to all the terms and the express and implied covenants and conditions of the Subject Interests described in the Farmout Contract and Amendments which terms, covenants and conditions Assignee hereby assumes and agrees to perform with respect to such Subject Interests. Said terms, covenants and conditions, insofar as the Subject Interest is concerned, shall be binding on the Assignee, not only in favor of the lessor or lessors and their heirs, successors and assigns, but also in favor of the Assignor and its successors and assigns. 8. To the extent of the interests assigned hereunder, should Assignee elect to surrender, abandon or release all or any of its rights in the Subject Interests, or any part thereof, for any Subject Well, Assignee shall notify Assignor not less than thirty (30) days in advance of such surrender, abandonment or release and, if requested by Assignor, Assignee immediately shall reassign any of its rights in the Subject Interests or Subject Well, or such part thereof, to Assignor. 9. THIS WELLBORE ASSIGNMENT IS MADE WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. 10. All notices, reports and other communications required or permitted hereunder, or desired to be given with respect to the rights or interests herein assigned or reserved, shall be deemed to have been properly given or delivered when delivered personally or when sent by certified mail or telegraph, with all postage or charges fully prepaid, and addressed to the Assignor and Assignee, respectively, as follows: Assignor: Assignee: TOC -Rocky Mountains Inc. 501 Westlake Park Blvd., Houston, Texas 77079 Attn: Wyoming Land Manager Kerr -McGee Oil and Gas Onshore LP 1099 18 Street Denver, Colorado 80202 Attn: Dick Frazey 11. The terms, covenants and conditions hereof shall be binding upon, and shall inure to the benefit of Assignor and Assignee and their respective heirs, successors or assigns; and such terms, covenants and conditions shall be covenants running with the lands herein described and the Assigned Premises herein assigned and with each transfer or assignment of such lands, Assigned Premises, or Subject Interests for any Subject Well. 4 0816 0817 12. To the extent any of the Subject Interests covered by or applicable for any Subject Well are federal leases, the parties recognize that the federal assignment for such Subject Interests will not assign the Term Interest and such omission shall not impair Assignee's rights as to the Term Interest. Assignor shall execute such forms of assignment conveying Assignor's interest in the applicable Subject Interests as may be required by any governmental authority to conform to governmental regulation and such assignment shall not serve to enlarge or diminish the rights herein conveyed. 13. The Assigned Premises is limited to rights in and to the borehole of the Subject Wells and associated leasehold rights insofar and only insofar as such leasehold rights may be necessary to operate, produce, own or market oil, gas and condensate from said wells, along with certain contractual rights of surface access noted above and rights in and to the materials and equipment appurtenant to such Subject Well, and the production therefrom. 14. This Wellbore Assignment specifically excludes any and all of the interest Assignor has acquired from Bannon Energy Incorporated pursuant to that certain Exchange Agreement dated February 21, 1995, but effective December 31, 1994, EXCEPT for those wells drilled pursuant to the 9th Amendment to the Farmout Agreement (dated March 23, 2003) and those wells drilled pursuant to the 10th Amendment to the Farmout Agreement (dated July 7, 2003), which wellbore assignments will include the additional 1% interest acquired from Bannon Energy Incorporated. Such wells are set out separately on Exhibit "B" and this Assignment includes the Bannon Energy Incorporated interest as to these wells only. 15. TO HAVE AND TO HOLD said Assigned Premises unto Assignee, its heirs, successors and assigns, subject to the terms, covenants and conditions hereinabove set forth. Executed this lb day of Aug t4 S+ 2013, but effective the date of initial production for each of the Subject Wells as set forth on Exhibit "A TOC -Jocky Mountains By: ©a'vid G. Peterson, as Attorney in fact for TOC -Rocky Mountains Inc. 5 STATE OF TEXAS COUNTY OF fidrr s 0818 KERR -MCGEE OIL AND GAS ONSHORE LP By: Michael A.Nixson, as Attorney in fact for Kerr -McGee Oil and Gas Onshore LP ss. The fore oing instrument was acknowledged before me this 2 6(day of 0 2013, by David G. Peterson, as Attorney in fact for TOC -Rocky Moun ains Inc. Witness my hand and official seal. My commission expires: STATE OF COLORADO COUNTY OF DENVER Witness my hand and official seal. My commission expires: RICHARD E. FR 6 .7.EY NOTARY PURI. 'C STATE OF NOTARY 10 19974013 MY COMMISSION EXPIRES 0610 ,o;.pY 1 47.. GEORGE L. MCLEOD 04 '1 Notary Public, State of Texas s 3'i My Commission Expire 'yo; December 29, 2014 6 Notary Public ss. The ore•oing instrument was acknowledged before me this1,L day of -e e ►ter 2013, by Michael A. Nixson, as Attorney in fact for Kerr McG"-e Oil nd Gas Onshore LP. Notary Public Bruff 5 -18 49- 037 -25946 12102 NW SE 18 T19N -R111 W Sweetwater Champlin 358 Bannon 5 49- 041 -21304 12670 SENE 25 T18N -R113W Uinta Grace USA 1 -30 #5 49- 041 -21106 12581 NW SE 30 T18N -R112W Uinta Grace USA 1 -30 4 49- 041 -20963 11908 SE NE 30 T18N -R112W Uinta Grace USA 1 -30 Unit 3 49- 041 -20956 12749 SW SW 30 T18N -R112W Uinta Reading Bates Fed 1 -18 4 49- 037 -24836 12561 SE SW 18 T19N-R111W Sweetwater Seven Mile Gulch 5 -22 49- 023 -21832 12302 NE SW 22 T20N -R112W Lincoln Seven Mile Gulch 6 -22 49- 037 -25916 11646 NW SE 22 T20N -R112W Sweetwater Seven Mile Gulch 6 -23 49- 037 -26279 12350 NW NW 23 T20N -R112W Sweetwater Seven Mile Gulch Unit 24 49- 037 -23263 11730 NW SE 22 T20N -R112W Sweetwater Strange USA 2 -22 49- 023 -21401 11541 NE NW 22 T2ON -R112W Lincoln Well Name EXHIBIT "A" TO WELLBORE ASSIGNMENT BY AND BETWEEN TOC -ROCKY MOUNTAINS INC. AND KERR -MCGEE OIL AND GAS ONSHORE LP API Total Death Location Section Townshi 0 8 9 Coun 1 of 1 10/9/2013