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HomeMy WebLinkAbout888850-BOOKS_'1. (_~ PR PAGE 467 RECEIVED LINCOLN COUNTY CLERK 888850 ASSIGNNIENT~ BILL OF SALE AND CONVEYANCE LINCOLN COUNTY, WYOMING THIS ASSIGNMENT, BILL OF SALE AND CONVEYANCE ("Assignment"), dated effective January 1, 2003 at 7:00 a.m. Mountain Time (the "Effective Time"), is from Independent Production Company, Inc., a Colorado corporation ("IPC") and S?Ep_hire Bay_LLC, a Delaware limited liability company ("Sapphire Bay"), 410 Seventeenth Street, Suite 570, Denver, Colorado 80202 (tPC and Sapphire Bay may be referred to collectively as "Assignor") to Bill Barrett Corporation, a Delaware corporation, 1099 18th Street, Suite 2300, Denver, Colorado 80202 ("Assignee"). For $100.00 and other goOd and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby sells, assigns, transfers, grants, bargains and conveys to Assignee all of Assignor's right, title and interest in and to the Assets, as defined below, except those Retained Assets herein specified in Paragraph "A" below: As used in this Assignment, the term "Assets" means the following real and personal property interests: - a. The oil and gas leases deScribed in Exhibit A (the "Leases"), insofar as said Leases cover the land described in Exhibit A (the "Land" or "Lands"), together with all the property and rights incident thereto and the contracts and agreements relating to the Leases and Land, including without limitation, all operating agr:eements, exploration agreements, pooling, communitization and unitization agreements, farmout agreements, product purchase and sale contracts, transportation, processing, treatment or gathering agreements, leases, permits? rights- of-way, easements, licenses, declarations, orders, contracts, and instruments in any way relating to the Leases; ~ b. The oil and gas wells located on the Lands and Leases including the wells described on Exhibit "B", together with all injection and disposal wells on the Leases or Lands or on lands pooled or unitized therewith (collectively "the Wells"), and all personal property, equipment, fixtures, improvements, permits, rights of-way and easements used in connection with the production, gathering, treatment, processing, storing, sale or disposal of Hydrocarbons or water produced from the properties and interests described in Subsection (a); c. The pooling and communitization agreements; declarations and orders, and all other such agreements relating to the properties and interests described in Subsections (a) and (b) and to the production of Hydrocarbon, if any, attributable to said properties and interests; d. All existing and effective sales, purchase, exchange, gathering, transportation and processing contracts, operating agreements, balancing agreements, farmout agreements, service agreements, the Field Office and Yard Lease located in Gillette, Wyoming, and other contracts, agreements and 'instruments insofar as they relate to the properties and interests described in Subsections (a) through (c); e. The oil, gas and water gathering, pipelines and transportation systems and all personal property, equipment, fixtures, improvements, permits, rights-of-way, surface leases and easements used in connection therewith and all contracts and agreements relating thereto; f. The personal property and equipment located in the field office and yard located in Gillette, Wyoming; g. The files, records, and data of Seller relating to the items described in subsections (a), through (e) above (the "Records"). TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns forever. This Assignment is made subject to the following terms and conditions: A. Assignor hereby reserves unto itself and excepts from this Assignment any interest Seller owns in and to overriding royalty interests burdening the Assets which overriding royalty interests were created and filed of recorded prior to the Effective Time of this Assignment, herein referred to as Retained Assets. B. This Assignment is being made pursuant to the terms of the Purchase and Sale Agreement dated effective January 1,2003, between Assignor and Assignee (the "PSA"). All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the PSA. If there is a conflict between the terms of this Assignment and the terms of the PSA, the terms of the PSA shall control in all respects. The Assignor and Assignee intend that the terms of the PSA remain separate and distinct from and not merge into the terms of this Assignment. C. ASSIGNOR WARRANTS DEFENSIBLE TITLE (AS THAT TERM IS DEFINED IN THE PSA) TO THE ASSETS FROM AND AGAINST ALL PERSONS CLAIMING BY, THROUGH AND UNDER ASSIGNOR, BUT NOT OTHERWISE, AND EXCEPT FOR THAT WARRANTY, THIS ASSIGNMENT IS MADE WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. D. ASSIGNOR EXPRESSLY DISCLAIMS AND NEGATES ANY WARRANTY AS TO THE CONDITION OF ANY PERSONAL PROPERTY, EQUIPMENT, FIXTURES AND ITEMS OF MOVABLE PROPERTY COMPRISING ANY PART OF THE ASSETS, INCLUDING (i) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (ii) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (iii) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (iv) ANY RIGHTS OF ASSIGNEE UNDER APPLICABLE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION, AND (v) ANY CLAIM BY ASSIGNEE FOR DAMAGES BECAUSE OF DEFECTS, WHETHER KNOWN OR UNKNOWN, IT BEING EXPRESSLY UNDERSTOOD BY ASSIGNEE THAT SAID PERSONAL PROPERTY, FIXTURES, EQUIPMENT AND ITEMS ARE BEING CONVEYED TO ASSIGNEE "AS IS, WHERE IS," WITH ALL FAULTS AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR; PROVIDED, HOWEVER, THAT NOTHING CONTAINED IN THIS ASSIGNMENT SHALL LIMIT ANY OF ASSIGNOR'S INDEMNITY OBLIGATIONS UNDER THE PSA. E. To the extent permitted by law, Assignee shall be subrogated to Assignor's rights in and to representations, warranties and covenants given with respect to the Assets. Assignor hereby grants and transfers to Assignee, its successors and assigns, to the extent so C-2 469 transferable and permitted by law, the benefit of and the right to enforce the covenants, representations and warranties, if any, which Assignor is entitled to enforce with respect to the Assets, but only to the extent not enforced by Assignor. F. Assignee assumes and agrees to pay, perform, fulfill and discharge its proportionate share of all claims, costs, expenses, liabilities and obligations accruing or relating to the owning, developing, exploring, operating or maintaining of the Assets after the Effective Time, and all obligations arising under agreements covering or relating to the Assets, all as more particularly set forth in the PSA. Assignor and Assignee have apportioned other liabilities and obligations in the PSA. G. The references herein to liens, encumbrances, burdens, defects and other matters shall not be deemed to ratify or create any rights in third parties or merge with, modify or limit the rights of Assignor or Assignee, as between themselves, as set forth in the PSA or other documents executed in connection therewith. H. Assignor to Assignee may execute separate governmental form assignments of the Assets on officially approved forms, in sufficient counterparts to satisfy applicable statutory and regulatory requirements. Those assignments shall be deemed to contain all of 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 Assets conveyed herein. I. This Assignment. binds and inures to the benefit of Assignor and Assignee and their respective successors and assigns. EXECUTED on the dates contained in the acknowledgments of this Assignment, to be effective for all purposes as of the Effective Time. ASSIGNOR: Independent Company, Inc. Bill~ C'agl~.r-P~e n ~ Sapphire Bay, LLC By its Managing Member, I~,,~any, Inc. By:~ ASSIGNEE: Bill Barrett Corporation J. Frank Keller, Chief Operating Officer C-3 ACKNOWLEDGEMENTS 470 STATE OF COLORADO ) CITY AND ) ss. COUNTY OF DENVER ) The foregoing instrument was acknowledged before me this2 I day of March 2003, by Bill Cagle, as President of Independent Production Company, Inc., a Colorado corporation, on behalf of said corporation. Witness my hand 'and official seal. My commission expires:¢~' 0~00~ STATE OF' COLORADO CITY AND COUNTY OF DENVER) ,,n! ~ The foregoing instrument was acknowledged before me this ,~day of March 2003, by Bill Cagle, as President of Independent Production Company, Inc., a Colorado corporation, managing member of Sapphire Bay, LLC, a Delaware limited liability company. Witness my hand and official seal. My commission expires: t¢)~ -¢~"~D¢ STATE OF COLORADO ) CITY AND ) ss. COUNTY OF DENVER ) ~-I'he fo. regoi,ng instrument was acknowledged before me this day of March, 2003 by ~. Ff~/::t-./~/~ ~'~,L,~'E ,as C, 0, d. of Bill Barrett Corporation, a Delaware corporation, on behalf of said corporation. Witness my hand and official seal. My commission expires: 0 ~2.~ 471 Bill Barrett Corporation 1099 18th Street, Suite 2300 Denver, CO 80202