HomeMy WebLinkAbout885965COUNTY OF LINCOLN
STATE OF WYOMING
RECEIVED
§ LINCOLN COUNTY CLERK
§ 885965 9:1
MINERAL DEED AND
ASSIGNMENT OF OVERRIDING ROYALTY INTERESTS
506
This Mineral Deed and Assignment of Overriding Royalty Interests (this "Deed") is
executed as of the Effective Time from Ocean Energy, Inc., a Louisiana corporation ("Grantor"),
whose address is 1001 Fannin, Suite 1600, Houston, Texas 77002, to Black Stone Acquisitions
Partners I, L.P., a Delaware limited partnership, ("Grantee"), whose address is 1001 Fannin, Suite
~2020, Houston, Texas 77002. This Deed is executed pursuant to and subject to all of the terms and
conditions of that certain Agreement for PurChase and Sale dated August 23, 2002, by and between
Grantor and Grantee (the "PSA"). Any conflict between the terms and conditions of this Deed and
the terms and conditions of the PSA shall be resolved in favor of the terms and conditions of the
PSA.
The following terms shall have the meanings assigned:
"Effective Time" means 12:01 a.m. local time on January 1, 2002.
"Assets" means all right, title and interest of Grantor in and to the following:
Assets. Excluded Assets, as defined herein, the term "Assets" shall mean all of the right,
title and interest of Grantor in and to:
1)
all mineral interests, royalty interests, non-participating royalty interests, overriding
royalty interests, Production payments, net profits interests, and any other oil and
gas or other minerals assets owned by Grantor, including, without limitation, all oil,
liquid hydrocarbons, gas and their respective constituent products, and any other
minerals, including sulfur, coal seam gas, carbon dioXide, helium and other gases
(whether or not produced in .association with oil and gas, industrial minerals,
precious and semi-precious gems and minerals, lead, zinc, copper, coal, lignite, peat,
potassium (regardless of the method used to mine and remove the same and
regardless of the effect of such mining and removal upon the surface estate,
including the destruction thereof), phosphate, iron ore, sodium, salt, uranium,
thorium, and other fissionable materials, molybdenum, vanadium, titanium, ruble
ilmenite, leucoxene, zircon, monazite, gold, silver, bauxite, limestone, granite,
saprolite, kaolin (and other forms of clay), scoria, calich6, sand, gravel, aggregate
and other mined or quarried stone, bedrock, and. other rock materials (regardless of
the method used to quarry, mine or remove same), geothermal energy (including
entrained methane, hydrostatic pressure and thermal energy) and all other substances'
and ore deposits of any kind or character, whether solid, liquid or gaseous (all such
substances are defined for purposes of this Agreement as "Minerals"), in, on and
under all lands in the forty-eight (48) contiguous states of the United States and
Alaska (the "Lands") as of the Effective Date, including, without limitation those
lands described in Exhibit A hereto (Grantor's right, title and interest in and to the
Minerals in, on and under each tract of Land and royalty and overriding royalty
interests in the same being herein called a "Mineral Interest" and in, on and under all
such Lands being herein collectively called the "Mineral Interests ");
2) to the extent it is within the power and authority of Grantor to so grant (i) the right
of ingress and egress, at all times for the purpose of exploring and drilling for
'Minerals, and 6perating and producing Minerals from the Lands and removing the
same therefrom, and of laying pipelines, storing oil, building tanks, processing and
treating plants and facilities, power stations, telephone lines, roads and other
structures necessary to produce, save, care for, treat, store, compress, process, and
transport said products, and (ii) all rights with respect to the use and occupatiOn of
the surface of the Lands and the- subsurface depths under the Lands; and (iii) the
fight of ingress and egress across the Lands.
3) all fights with respect to any pooled, communitized or unitized acreage by virtue of
any Mineral Interest being a part thereof, including all production of Minerals from
such pool or unit allocated to any such Mineral Interest;
4) all contracts, agreements, oil and gas or other Mineral leases and other
arrangements, to the extent, the same relate to the Mineral Interests (the
"Contracts");
5) all executive rights, including the right to execute leases, to the extent such
executive rights relate to the Mineral Interests (the "Executive Rights ");
6) for those Mineral Interests which Grantee identifies to Grantor as properties in
which Grantor is not retaining any working ot other associated interests, originals,
and otherwise, copies of all mineral files, lease files, contract files, abstracts and title
opinions, maps, production records, well files and accounting records '(but not
including general financial or tax accounting records relating to the business of
Grantor as a whole) related directly to the Assets the ("Records"); provided,
however, where Grantor is retaining original Records, Grantor shall provide Grantee
with access to same upon reasonable written request and during normal business
hours;
7) any and all proceeds and revenues attributable to the Assets on or after the Effective
Time, including, without limitation, proceeds and revenues' attributable to
production and leasing activities relating to the Assets on or after the Effective
Time, and paid in the ordinary course of business after the Effective Time, and
revenues from the settlement of contract disputes with lessees, purchasers or
transporters of oil or gas or other Minerals or byproducts produced from the Mineral
Interests, including, without limitation, settlement of take-or-pay disputes, insofar as
such proceeds are attributable to periods of time on or after the Effective Time; and
Lincoln County, Wyoming 2
Excluded Assets. Notwithstanding the foregoing, the Assets shall not include, and there is
excepted, reserved and excluded from the sale contemplated hereby (collectively, the
"Excluded Assets")
1) any refund of costs, taxes or other expenses borne by Grantor or its predecessors in
title attributable to the period prior to the Effective Time;
2) any and all proceeds and revenues attributable to the Assets and payable to Grantor
including, without limitation, proceeds and revenues attributable to production and
leasing activities, relating to the Assets prior to the Effective Time, regardless when
paid;
3) any and all proceeds and revenues payable to Grantor under Contracts including,
without limitation, from the settlement of contract disputes with lessees, purchasers
or transporters of oil and gas or other Minerals or byproducts produced from the
Mineral Interests, including, without limitation, settlement of take-or-pay disputes,
insofar as such proceeds are attributable to periods of time prior to the Effective
Time;
4) any and all fee surface interests owned by Grantor;
5) except to the extent expressly described on Exhibit A attached hereto, all Minerals
in, on and under lands located offshore, including, without limitation, lands located
on the Outer Continental Shelf; or in state coastal waters;
6) any and all assets of Grantor described on Exhibit B attached hereto.
Grant. Grantor, for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00)
and other good and valuable consideration in hand paid by Grantee, the receipt and sufficiency of
which are hereby acknowledged and confessed, subject to the Permitted Encumbrances (as such
term is defined in the PSA), has GRANTED, BARGAINED, SOLD, ASSIGNED and
CONVEYED, and by these presents does hereby GRANT, BARGAIN, SELL, ASSIGN and
CONVEY unto Grantee, its successors and assigns, the Assets, SAVE AND EXCEPT, and Grantor
does hereby exclude the Excluded Assets herefrom:
Habendum. To have and to hold the above-described Assets unto Grantee, its successors and
assigns, forever, against those claiming by, through or under Grantor, but not otherwise, which
such special warranty shall survive only for a period of one year from [the closing date] subject to
the terms of the PSA. Except as otherwise expressly provided herein, this Deed is made without
warranty of any kind, expressed, implied, statutory, or otherwise, and all warranties that might arise
by statute or by common 'law are expressly disclaimed and excluded.
Without in any way limiting the foregoing, Grantee hereby accepts the Assets covered by this
Deed, subject to the Permitted Encumbrances (as such term is defined in the PSA).
Lincoln County, Wyoming 3
Further Assurances. So long as authorized by applicable law to do so, Grantor will do, execute,
acknowledge, and deliver all further acts, conveyances, notices, releases or other instmments, as
may be reasonably necessary or appropriate to fully assure Grantee, its successors and assigns, all
of their respective rights, titles, interests, estates, remedies, powers, and privileges granted,
conveyed, and transferred by this Deed, or purported so to be.
TaXes.` Grantor shall be responsible for the payment of taxes and assessments relating to the
Assets which accrue prior to the Effective Time. Grantee shall be responsible for the payment of
taxes and assessments relating to the Assets which accrue on and after the Effective Time.
Successors and Assigns. All of the terms and provisions of this Deed shall extend to, be
binding upon, and inure to the benefit of the parties hereto, their respective heirs, executors,
administrators, representatives, successors, and assigns.
Subject to Existing Options and Leases. This Deed is made subject to any valid and subsisting
document relating to the Mineral Interests as set forth in the PSA.
Lincoln County, Wyoming 4
IN WITNESS WHEREOF, the parties have caused this Deed to be duly executed on the
date in the acknowledgments appended hereto, but effective for all purposes as of the Effective
Time. The Deed may ~be executed in multiple original counterparts (all such counterparts shall
constitute but one and the same Deed, except that (a) to facilitate recordation, certain counterparts
hereof may include only that portion of the foregoing referenced Exhibits which contain
descriptions of the Assets located in (or otherwise subject to the recording or filing requirements
and/or protections of the recording or filing acts or regulations of) the recording jurisdiction in
which the particular counterpart is to be recorded, and other portions of the Exhibits shall be
· included in such counterparts..by reference only, Co) only those counterparts hereof being retained
by Grantor and Grantee or otherwise containing counterpart descriptions of the Assets located in.
(or otherwise subject'to recording or filing reqUirements and/or otherwise subject to recording or
filing requirements and/or protections of the recording or filing acts or regulations of) the State of
Louisiana are executed by Grantee, (c) the execution of this Deed by Grantor may not be witnessed
on these counterparts hereof containing descriptions of Assets located in states where witnesses are
not required by appli~cable law, and (d) the execution of this Deed by Grantor may not be attested
on those counterparts hereof containing Assets in states where attestation is not required and/or
encouraged by applicable law. Complete copies of this Deed containing all of the foregoing
referenced Exhibits will be retained by Grantor and Grantee.
GRANTOR
OCEAN ElffEP03Y INC.
Hank Wood
Attorney-in-Fact
· '., co~g,r,e ~eat
GRANTEE
BLACK STONE ACQUISITIONS PARTNERS I, L.P.
By: BLACK STONE INTERESTS, L.L.C.,
General Partner
Richard D. Either
Vice President
Lincoln County, Wyoming
5
STATE OF TEXAS
COUNTY OF HARRIS
This instrument was acknowledged before me on September 27, 2002, by Hank Wood, as
Attorney-in-Fact of Ocean Energy, Inc., a Louisiana corporation.
Wimess my hand and official seal.
itl~ MYGOMMI8810N EXPIRE8 Il
Notary Public
Residing at Harris County, Texas
STATE OF TEXAS
COUNTY OF HARRIS
This instrument was acknowledged before me on September 27, 2002, by Richard D.
Eicher, as Vice President of' Black Stone Interests, L.L.C., General Partner of Black Stone
AcquiSitions Partners I, L.P, a Delaware limited partnership.
Witness my hand and official seal.
(-/'No't~/~ublic '
,'i,*.v Po
.~e~5..~;.[~,,, LINDA P TIDSWELI.
II~.eiN~'~[ Nolal7 PlJl]ilc Slate ol T~as
~ ~,~ ....~.~ My Gommlsslon Expires 08-28-04
Residing at Harris County, Texas.
Lincoln County, Wyoming 6
EXHIBIT "A"
Attached to and made a part of that certain Mineral Deed and Assignment of Overriding Royalty
Interests from Ocean energy, Inc., a Louisiana corporation, to Black Stone Acquisitions Partners I,
L.P., a Delaware limited partnership dated Effective JanUa, ry 1, 2002.
Township 20 North-Range 112 West
Section: 10
CIG Federal 1-10 (EMPL ORRI)
CIG Federal 3-10 (EMPL ORRI)
Section: 20
Amoco Miller1-20
Miller 2-20F
Section: 28
Fabian Ditch 1-28
Fabian Ditch 2-28
Fabian Ditch 4-28
All wells are located in Lincoln County, Wyoming.
Lincoln County. Wyoming
EXHIBIT "B"
Excluded Assets
Attached to and made a part of that certain Mineral Deed and Assignment of Overriding Royalty Interests
from Ocean energy, Inc., a Louisiana corporation, to Black Stone Acquisitions Partners I, L.P., a Delaware
limited partnership dated Effective January 1, 2002
[None]
RETURN TO:
BLACK STONE MINERALS COMPANY, L.P.
1001 FANNIN, SUITE 2020
HOUSTON, TX '/7002
ATTN: ELIZABETH SMITH
Lincoln County, Wyoming 8