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HomeMy WebLinkAbout887042 R,-C~IVED. ~ LINCOLr, i COU'~',,!Ty 'CLERI< LINCOLN COUNTY ..... ~ STATE OF WYOMING BOOK ,.~.(~ PR PAd~ ~J 9 2 ASSiGN~E~T:AND, rB,i. EEDF SALE This Assignment and Bill of Sale ("Assignment") is made this/~day of December, 2002, by and between Intoil, Inc.; a DelaWare corporation, having an address of P.O. Box 3438, Englewood, Colorado 80155 ("Assignor") and Bill Barrett Propedies Inc., a Delaware corporation, having an address of 1099 - 18th Street, Suite 2300, Denver, Colorado 80202 ("Assignee"). A. GENERAL 1. This Assignment and Bill of Sale ("Assignment") shall at all times be subject to the terms, conditions, exceptions and reservations contained in the Purchase and Sale Agreement effective July 1, 2002 (hereinafter called the "Purchase Agreement"). Such Purchase Agreement shall at all times govern rights and obligations of Assignor and Assignee pertaining to this Assignment, and all interested parties are hereby given notice of its existence. Capitalized terms not defined herein shall have the meaning ascribed such terms in the Purchase Agreement. 2. This Assignment shall be effective as of 7:00 a.m., local time, where the Properties are located, on July 1,2002 (hereinafter called the "Effective Time"). 3. The terms, conditions or exceptions contained herein shall constitute covenants running with the land, and shall be binding upon, and for the benefit of, the respective successors and assigns of Assignor and Assignee. B. ASSIGNMENT OF PROPERTIES 1. In consideration of the mutual promises made between Assignor and Assignee and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, subject to and pursuant to the Purchase Agreement, Assignor hereby bargains, sells, assigns, transfers and delivers unto Assignee all of Assignor's right, title and interest in and to the following properties (hereinafter the "Properties"): (a)The oil and gas leases and overriding royalty interests described in Exhibit A, whether producing or non-producing and whether fully or properly described or not (collectively, the "Leases"), the royalties and overriding royalties burdening the Leases, and any and all right, title and interest in and to the oil, gas and all other hydrocarbons in, on or under the lands covered by the Leases, (the "Lands") and other hydrocarbons and products, whether liquid or gaseous, produced in association therewith ("Hydrocarbons") after the Effective Time and all other minerals of whatever nature in, on or under the Leases and Lands. (b) The oil and gas wells located on the Leases and Lands, or lands pooled or unitized therewith, whether producing or non-producing and whether fully or properly described or not (the "Wells"), all injection and disposal wells on the Leases or Lands, and all personal property and equipment associated with the Wells as of the Closing Date. (c) The rights, to the extent transferable, in and to all existing and effective unitization, pooling and communitization agreements, declarations and orders, and the properties covered and the units created thereby to the extent that they relate to or affect any of Assignor's properties and interests described in Sections l(a) and (b), above, or the production of Hydrocarbons, if any, attributable to said properties and interests after the Effective Time. (d) The rights, to the extent transferable, in and to existing and effective oil, gas, liquids, condensate, casinghead gas and gas sales, purchase, exchange, gathering, transportation and processing contracts, operating agreements, balancing agreements, joint venture agreements, partnership agreements, farmout agreements and other contracts, agreements and instruments related to the properties and interests described in Sections l(a) through (c), above, excluding, however, any insurance contracts. (e)AII of the personal property, inventory, fixtures, improvements, permits, licenses, approvals, servitudes, rights-of-way, easements, surface leases and other surface rights (including, but not limited to, any wells, tanks, boilers, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, vehicles, and other 153757,_ appurtenances and facilities) located on or stored in storage yards or other locations, or used in connection with or otherwise related to the exploration for or production, gathering, treatment, processing, storing, sale or disposal of Hydrocarbons or water produced from the properties and interests described in Sections l(a) through (d), above, as of the Effective Time and all contract rights (including rights under leases to third parties) related thereto, except to the extent acquired, disposed of or terminated in the ordinary course of business after the Effective Time. 2. Except as expressly provided herein and in the Purchase Agreement, this Assignment is made without warranty of any kind, express, statutory or implied, and Assignor is transferring the PROPERTIES WITHOUT ANY EXPRESS, STATUTORY OR IMPLIED WARRANTY WHATSOEVER AS TO PHYSICAL CONDITION OF THE PROPERTIES (INCLUDING, WITHOUT LIMITATION, THE ENVIRONMENTAL CONDITION OF THE PROPERTIES), QUALITY, VALUE, FITNESS FOR PURPOSE, MERCHANTABILITY, OR OTHERWISE, but this Assignment is made with full substitution and subrogation of Assignee in and to all covenants and warranties by all preceding owners or vendors of the Properties other than Assignor or any affiliate of Assignor hereto given or made in respect to the Properties or any part thereof. Provided, however, Assignor warrants and agrees to defend title to the Properties against every party whomsoever claiming or to claim the same or any part thereof by, through or under Assignor but not otherwise. TO HAVE AND TO HOLD the Properties unto Assignee and its successors and assigns forever, subject to Assignor's and Assignee's rights and obligations under the Purchase Agreement. Executed by Assignor and Assignee on the dates shown respectively below in the acknowledgements. ASSIGNOR: INTOIL, INC. Name: LCnn E. Jena"eh~ Title: Vice-President, Finance ASSIGNEE: BILL BARRETT PROPERTIES INC. Name: Huntington T. Walker Title: Vice-President, Land STATE OF COLORADO § COUNTY OF ARAPAHOE § This instrument was acknowledged before me on December z/,p'''', 2002, by Lynn E. Jensen, as Vice-President, Finance of Intoil, Inc., a Delaware corporation. Witness my hand and official seal. My commission expires: 7~24~03 STATE OF COLORADO § COUNTY OF DENVER § This instrument was acknowledged before me on December 1 ~T',~2002, by Huntington T. Walker, as Vice-President, Land of Bill Barrett Properties Inc., a Delaware corporation. 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