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Home My WebLink About976460m COUNTY OF UINTA/LINCOLN STATE OF WYOMING THAT Van K. Bullock, whose address is P.O. Box 484, Morrison, Colorado 80465, and W.G. Boonenberg, whose address is 1801 Broadway, Suite 1550, Denver, Colorado 80202, "Assignor for and in consideration of TEN DOLLARS ($10.00) and other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, as of this 14 day of February, 2014, (the "Effective Date does hereby ASSIGN, TRANSFER, SELL, GRANT AND CONVEY unto Anadarko E &P Onshore LLC, a Delaware limited liability company, whose address is 1099 18''' Street, Suite 1800, Denver, Colorado 80202 "Assignee its successors and assigns, subject to the reservations, exceptions, terms, covenants, and conditions below stated, all of Assignor's right, title and interest in and to the following (the "Property Interests which, right, title and interest shall be proportionately reduced where Assignor owns less than the entire and undivided interest in and to the particular interest being assigned. Assignor and Assignee may be collectively referred to herein as (the "Parties or individually as (the "Party The Property Interests shall specifically EXCLUDE or RESERVE the following (collectively, the "Excluded Interests m W (a) Overriding Royalty Interest. As to the Property Interests identified on Exhibit A Assignor z 0 n A shall reserve and retain a proportionately reduced overriding royalty interest on all the Leases m w z c assigned to Assignee equal to the positive difference determined by subtracting all burdens of D 1 n record as of January 30, 2014 from Seventeen percent (17 (the "Retained ORI z v z delivering to Assignee a net revenue interest "NRI") of eighty three percent (83 The rn Retained ORI shall apply to and burden each Lease, together with any, amendment and r m ratification. A NJ 8-' o, As to the Property Interests identified on Exhibit A -1 Assignor shall reserve and retain a 2 to W n W proportionately reduced overriding royalty interest on all the Leases assigned to Assignee 0 z o N equal to the positive difference determined by subtracting all burdens of record as of January 3 0, 30, 2014 from nineteen and two- thirds percent (19.66 (the "Retained ORr'), delivering to n z 3 Assignee a net revenue interest "NRI of eighty and one -third percent (80.33 The M Retained ORI shall apply to and burden each Lease, together with any, amendment and ratification. 0 m GI ASSIGNMENT OF OIL GAS LEASES WITNESSETH: The Property Interests shall specifically include the following: (a) Leases. The oil and gas leases described on Exhibit A and A -1 INSOFAR AS AND ONLY INSOFAR AS such leases cover and relate to the lands described on Exhibits A and A -1; and, (b) Easements and Rights of Way. All easements, rights -of -way, servitudes, surface leases, surface use agreements, water well agreements and other rights or agreements related to the use of the surface and subsurface of the lands described in Exhibit A and A -1, to the extent necessary for the development, production and operation of the Property Interests; (c) Contracts. All contracts and other written agreements, to the extent transferable, concerning the lands and leases described on Exhibit A and A -1, including without limitation, all unit agreements, operating agreements, farmout and farmin agreements, permits, licenses and other governmental approvals, gathering and processing agreements; (d) Records. To the extent related to the Property Interests, copies of (including the right to use) all files, records, and data (but not including geologic or geophysical data) relating to the items described in subsections (a) through (c) maintained by Assignor, including, without limitation, the following, if and to the extent such files exist: all books, records, reports, files, title documents (including correspondence), lease files, land files, division order files, contract files, abstracts, title opinions, assignment, reports, property records, copies of tax and accounting records (but excluding Federal and state income tax returns and records) and files (the "Records To the extent that any of the Records contain interpretations of Assignor, Assignee agrees to rely on such interpretations at its sole risk and without any duty on the part of Assignor regarding such interpretations; and, In no event shall the delivered NRI be less than an 83% NRI as to the Property Interests identified in Exhibit A and 80.33% NRI as to the Property Interests identified in Exhibit A -1. (b) Personal Property or Fixtures. Any personal property or fixtures of Assignor, such as wellhead equipment, surface equipment, machinery, inventory, compressors, pipelines, separators, pumping units, gas treating vessels, meters or meter runs, storage tanks, (c) underground injection control facilities or any other personal property or fixtures used in connection with the exploration, development, production or sale of oil or natural gas that is located upon the Leases or lands pooled or unitized therewith on the Effective Date; Wellbores. Any and all oil and gas wells, wellhead equipment and other personal property and fixtures existing as of the Effective Date in or under the Leases or lands pooled or unitized therewith and any wellbores drilled by Assignor on or under the Leases or lands pooled or unitized therewith. TO HAVE AND TO HOLD the Property Interests unto Assignee and its successors and assigns forever. This Partial Assignment of Oil and Gas Leases (the "Assignment is made and accepted expressly subject to the following terms and conditions: (a) Letter Agreement. This Assignment is subject to the terms and conditions of that certain unrecorded Acreage Purchase Agreement dated effective January 30, 2014, by and between Assignor and Assignee "Purchase Agreement The terms and provisions of the Purchase Agreement shall not be deemed to have merged herein, and to the extent that there is a conflict between this Assignment and the Purchase Agreement, the Purchase Agreement shall control. (b) Ingress and Egress. This Assignment shall include all rights associated with said Property Interests, including but not limited to the right to utilize the surface, the right to drill through the Shallow Rights and produce from all depths associated with the Property Interests, together with all rights of ingress and egress at all times for the purposes of exploring, drilling, producing, operating, developing, storing, handling, transporting and marketing oil, gas and other minerals, associated therefrom. (c) Assumed Obligations of Assignee. Nothing in this Assignment shall be construed to impose an express or implied obligation on the Assignee to pay` and deliver royalties, overriding royalties, nonparticipating royalties, and other burdens on production, to conduct any drilling operation, or to do or to perform any act of commission or omission necessary or required for the continued validity of the Leases, whether before or after the expiration of the primary term, and there shall be no obligation or liability from the Assignee herein to the Assignor herein by reason of the termination of the Leases, however occurring. (d) Plugging and Abandonment Liability. With respect to the Excluded Interests, Assignor shall retain all obligations, duties and liabilities of any kind that arise out of Assignee's ownership, operation or use of the Excluded Interests and any and all responsibility which the Assignor may have under the applicable governmental laws, rules and regulations, including, but not by way of limitation, compliance with all rules, regulations and orders of all municipal, state and federal agencies and regulatory bodies, concerning the operation and plugging and abandonment of wellbores, together with any cleanup, reclamation and restoration of the wellsite, surface and proper disposal of wastes, if any. With respect to the Property Interests, Assignee shall assume all obligations, duties and liabilities of any kind that arise out of the ownership, operation or use of the Property Interests and any and all responsibility which the Assignee may have under the applicable governmental laws, rules and regulations, including, but not by way of limitation, compliance with all rules, regulations and orders of all municipal, state and federal agencies and regulatory bodies, concerning the operation and plugging and abandonment of wellbores, together with any cleanup, reclamation and restoration of the wellsite, surface and proper disposal of wastes, if any. (e) Indemnity and Risk of Loss. Assignor shall indemnify and hold Assignee harmless from and against all costs, expenses, attorneys' fees, liens, judgments, claims, demands and causes of action whatsoever (including, but not limited to, all environmental matters) relating directly or indirectly to the ownership and operation of the Leases or ownership of the Lands prior to the Effective Date and the ownership and operation of the Leases or ownership of the Lands after the Effective Date, whether such fees, liens, judgments, claims, demands and causes of action (including, but not limited to, all environmental matters) arise before or after the Effective Date. Assignee shall indemnify and hold Assignor harmless from and against all costs, expenses, attorneys' fees, liens, judgments, claims, demands and causes of action whatsoever (including, but not limited to, all environmental matters) relating directly or indirectly to the ownership and operation of the Property Interests occurring or arising after the Effective Date. (f) Limited Title Liability. Subject to Permitted Encumbrances (as hereinafter defined), Assignor represents and warrants and agrees to defend title to the Leases as to all liens, claims, encumbrances and demands of all persons lawfully claiming, through or under Assignor, but not otherwise. Assignor further represents and warrants that: there are no lawsuits pending against Assignor which do or could affect the title or interests conveyed; Assignor is not aware of any such lawsuits or other claims which are threatened; except for the Contracts, the Leases are not subject to any agreement, indenture, order, judgment, decree or other restrictions or provisions whether shown of record or unrecorded, which will materially impair the use or operation of the Property Interests as currently used and operated or intended to be used and operated; Assignor is not a party to or aware of any unrecorded assignments of overriding (g) royalty interest burdening the Leases; Assignor is not a party to or aware of any carried interests burdening the Leases and or other obligations to third parties creating a disproportionate obligation for operating costs relating thereto; all rentals, royalties and other payments due by Assignor under the Leases have been fully and promptly paid; and, Assignor has the full power and right to sell and convey the same and that the Leases are not subject to any valid preferential rights to purchase or back -in interests. Assignee may terminate this Assignment if Assignor is in material breach of any of the representations and warranties contained herein without any further liability to Assignor. As used in this Assignment, "Permitted Encumbrances" means all irregularities of title affecting the Property Interests which do not adversely interfere in any material way with the present or future operation or use of the Property Interests subject thereto or affected thereby or which are customary in the purchase and sale of oil and gas properties or would be accepted by a reasonably prudent and sophisticated buyer engaged in the business of owning, developing and operating oil and gas properties in the same geographical location as the Property Interests. Governmental Assignment Forms. Separate assignments of the Property Interests may be executed on officially approved governmental forms by Assignor and Assignee, in sufficient counterparts to satisfy applicable statutory and regulatory requirements. Those assignments shall be deemed to contain all the exceptions, reservations, warranties, rights, titles, power and privileges set forth herein as fully as though they were set forth in each such assignment. The interests conveyed by such separate assignments are the same, and not in addition to, the Property Interests. The terms and provisions of this Assignment shall be covenants running with the land and shall extend to and bind the Parties hereto, their respective successors, representatives, and assigns. Every provision of this Assignment, and every portion thereof, is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Assignment. This Assignment may be executed in counterpart but shall not bind any Party hereto unless and until it is executed by both Parties hereto. IN WITNESS WHEREOF, this Assignment is executed by Assignor and Assignee as of the respective acknowledgement dates set out below, but after execution by all parties, shall be effective for all purposes as of the Effective Date. ASSIGNOR: ASSIGNEE: VAN K. BULLOCK y: ✓a, W.G. BOOJENBBRG 3 By: ANADARKO E&P r1 HORE LLC By: k Name: Enrique Nelson Title: Agent and Attorney -in -Fact STATE COLORADO COUNTY OF DENVER The foregoing Assignment of Oil and Gas Leases was acknowledged before me on this 14 day of February, 2014, by Van K. Bullock, to me known to be the identical person who executed the within and foregoing instrument and acknowledged to me that he executed the same as his free and voluntary act and deed for the purpose therein set forth. My commission expires:6 -1 /4- -'2 0 it STATE COLORADO COUNTY OF DENVER AUSTIN HARPER NOTARY PUBLIC, STATE OF COLORADO My Comm. Expires Jun. 14, 2016 The foregoing Assignment of Oil and Gas Leases was acknowledged before me on this 14 day of February, 2014, by W.G. Boonenberg, to me known to be the identical person who executed the within and foregoing instrument and acknowledged to me that he executed the same as his free and voluntary act and deed for the purpose therein set forth. My commission expires: 6 -14-2 01 b STATE OF COLORADO COUNTY OF DENVER AUSTIN HARPER NOTARY PUBLIC, STATE OF COLORADO My Comm. Expires Jun. 14, 2016 My commission expires: 6/14/2016 AUSTIN HARPER NOTARY PUBLIC, STATE OF COLORADO My Comm. Expires Jun. 14, 2016 ACKNOWLEDGEMENTS a„„.A Notary Public d„..44 Notary Public The foregoing Assignment of Oil and Gas Leases was acknowledged before me on this 14 day of February, 2014, by Enrique Nelson, who, being by me duly sworn did say that he is the Agent and Attorney -in -Fact for Anadarko E &P Onshore LLC, a Delaware limited liability company, and that the instrument was signed on behalf of the limited liability company and that he acknowledged the instrument to be the free act and deed of the limited liability company. Notary Public LESSOR LESSEE EFFECTIVE DATE TWP RNG MER LEGAL DESCRIPTION COUNTY, STATE GROSS ACRES WYW- 164009 Van K. Bullock 11/1/2005 T018N R115W 6th PM Section 20: All Section 28: All Section 32: SE Uinta WY 1,440.0000 WYW- 164109 Van K. Bullock 50% W.G. Boonenberg 50% 11/1/2005 T020N R115W 6th PM Section 22: All Section 24: All Section 26: All Section 34: All Lincoln, WY 2,560.0000 WYW- 164534 Van K. Bullock 1/1/2006 T018N R115W 6th PM Section 04: Lots 1 -4, S2N2,S2 Uinta WY 648.9600 WYW- 164810 Van K. Bullock 1/1/2006 T020N R115W 6th PM Section 08: W2 Section 10: E2 Lincoln, WY 640.0000 WYW- 177524 Van K. Bullock 11/1/2010 T020N R114W 6th PM Section 08: All Section 10: All Section 20: All Section 22: E2 Section 28: S2 Lincoln, WY 2,560.0000 WYW- 179188 Van K. Bullock 5/1/2011 T019N R114W 6th PM Section 04: Lots 1 -4, S2N2, S2 Section 06: Lots 1 -7, S2NE, SENW, E2SW, SE Lincoln, WY 1,287.5200 Exhibit A Attached to and made a part of Assignment of Oil and Gas Leases dated effective February 14, 2014, between Anadarko E &P Onshore LLC and Van K. Bullock and W.G. Boonenberg 83% NRI Leases LESSOR LESSEE EFFECTIVE DATE TWP RNG MER LEGAL DESCRIPTION COUNTY, STATE GROSS ACRES Wyoming State Lease #11 -00192 Van K. Bullock 6/2/2011 TO2ON R114W 6th PM Section 36: All Lincoln, WY 640.0000 Wyoming State Lease #13 -00180 W.G. Boonenberg 6/2/2013 TO2ON R115W 6th PM Section 36: All Lincoln, WY 640.0000 Wyoming State Lease #13 -00494 Van K. Bullock 12/2/2013 TO2ON R114W 6th PM Section 16: All Lincoln, WY 640.0000 Exhibit A -1 Attached to and made a part of Assignment of Oil and Gas Leases dated effective February 14, 2014, between Anadarko E &P Onshore LLC and Van K. Bullock and W.G. Boonenberg 80.33% NRI Leases