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Home My WebLink About889381BOOK LiNCOLN COUNTY, WY 889381 RECONVEYANCE OF OVERRIDING ROYALTY INTEREST THIS RECONVEYANCE OF OVERRIDING ROYALTY INTEREST (this R " " econveyance ), IS effective as of January 31, 2003, at 11:58 PM (the "Effective Date"), from ENERGY TRUST LLC, in the behalf of the Royalty Owners as set forth below, to REPUBLIC ROYALTY COMPANY, L.P. RECITALS: 1. By Conveyance of Overriding ROyalty Interest dated September 27, 1993, a counterpart of which is of record in Vohime 336PR, Page 620 of the Records of Lincoln County, Wyoming (the "Conveyance"), Republic Royalty Company, a Texas general partnership, conveyed that certain Overriding Royalty Interest (the "Overriding Royalty") to LEEWAY & CO., BOST & CO., PITT & CO., MAC & CO. and EMP & CO. (collectively "the Royalty O " wners ), said Overriding Royalty burdening the properties more particularly described on Exhibit A attached hereto (the "Overriding Royalty Properties"). 2. Energy Trust LLC (the "Investment Manager"), as the successor Investment Manager to UBS Asset Management (New York) Inc. for the Royalty Owners, is fully authorized to enter into and execute this Reconveyance on behalf of the Royalty Owners. 3. Effective January 31, 2003· Republic Royalty Company was converted into Republic RoYalty Company, L.P., a Texas linfited partuership, and has succeeded to all rights and interests of Republic Royalty Company in and to the Overriding Royalty Properties. 4. The Royalty Owners desire to grant, sell and convey the Overriding Royalty to Republic Royalty Company, L.P. (hereinafter called "Grantee"), and Grantee desires to accept such sale and conveyance. WITNESSETH: That the ROYALTY OWNERS, acting by and through the INVESTMENT MANAGER. (the Royalty Owners, acting by and tl!rough the Investment Manager, being hereinafter collectively called "Grantor") by these presents, for and in consideration of the premises, do hereby GRANT, CONVEY, ASSIGN, TRANSFER. SET OVER, AND DELIVER unto GRANTEE, its snccessors and assigns, the following: ' (a) The Overriding Royalty; (b) All right· title and interest of Grantor in and to the Overriding Royalty Properties, whether acquired or claimed by Grantor pursuant to or under the Conveyance, the Pnrchase Agreement or otherwise; (c) All other right, title and interest of Grantor of whatever kind or character in and to (i) the oil, gas and/or nfineral leases or other instruments or agreements described in Exhibit A hereto, (ii) the lands described or referred to in Exhibit A hereto (or described in any of the instruments described or referred to in Exhibit A), without regard to any limitations as to specific lauds or depths that may be set forth in Exhibit A hereto or in any of the leases or other agreements described therein; (d) All other right, title and interest of Grantor arising under or pursuant to the Purchase Agreement; and (e) Ail receivables, contract rights, choses in action (i.e., rights to enforce contracts Or to bring claims thereunder), commercial tort claims and other intangibles of whatever nature (regardless of whether the same arose and/or the events which gave rise to the same occurred on, before or after the Effective Date), including, without limitation, those related to the Overriding Royalty Properties, the operation thereof, or the transporting, gathering; or marketing of production therefrom. (The aforesaid properties, assets, rights and interests are herein called the "Properties.") TO HAVE AND TO HOLD the Properties unto Grantee, its successors and assigns forever, together with all and singular the properties, assets, rights, interests and appurtenances thereto belonging or in anywise incident or appurtenant thereto; and Grantor hereby binds itself, its successors and assigns, to warrant and forever defend title to the Properties unto Grantee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under Grantor, but not ,otherwise. This Reconveyance is made with full substitution and subrogation of Grantee 313 m and to all covenants and warranties by others heretofore given or made with respect to the Properties or m~y part thereof: Grantor hereby covenants to mid With Grantee, its successors m~d assigns, that Grantor will, at Grantor's expense, execute and deliver to Grantee all such other mid further instruments of conveyance, assignment, mid transfer mid all such notices, releases, acquittances, and other documents, and to do all such other acts m~d things, as may be necessary more fully or specifically to convey mid assign to m~d vest title to the Properties in Grantee, its successors or assigns.. It is the intention of Grantor mid Grantee that follmving the execution, delivery and acceptance of this Reconveyance, all rights and interests of the Grantee in respect of the Overriding Royalty will merge with and into Grm~tee's interest in m~d to the Overriding Royalty Properties, and the Overriding Royalty shall thereupon cease to exist as an interest separate and apart from the Overriding Royalty Properties. THE EXPRESS SPECIAL WARRANTY OF TITLE SET FORTH ABOVE IS EXCLUSD, qZ, AND IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND GRANTOR EXPRESSLY DISCLAIMS ANY AND ALL SUCH OTHER REPRESENTATIONS AND WARRANTIES. This Reconveyance may bc executed in multiple counterparts, all of ~vhich are identical, except that, (a) to facilitate recordation, certain counterparts hereof may include only that portion of Exhibit A which contains descriptions of the properties located iii the recording jurisdiction in wlfich the particular counterpart is to be recorded, m~d other portions of E,',dfibit A shall be included in such counterparts by reference only, and (b) the execution of this Reconveyance by Grantor may not be witnessed on those counterparts hereof containing descriptiotzs of properties located iii states where witnesses are not required, and (c) the execution of this Reconveyance by GrmUor may not be attested on those counterparts hereof contahfing descriptions of properties located in states where attestation is not required All of such counterparts together shall constitute one and the same instrument, Complete copies of this Reconveyance 'contaitfing the entire Exlfibit A, and being fully attested and sealed by a representative of Grantor, and witnessed by two individuals, have been retained by Grantor mid Grantee. IN WITNESS WHEREOF, the Royalty Owners have caused this Reconveym~ce to be executed by their duly authorized Investment Manager on this 31st day of January, 2003, but effective for all purposes on the Effective Date. Witnesses: LEEWAY & CO. BOST & CO. PITT & CO. MAC & CO. EMP & CO. By: ENERGY TRUST LLC, the duly authorized hlvestment Manager of each Royalty Owner name above 13y: /~~ _ ,~l~l~'-A. Hsia, Managing Director Witnesses: REPUBLIC ROYALTY COMPANY, L.P., A Texas limited partnership, By: SAM Partners, Ltd., it's General Partner By: SAM Partners Management, Inc., its General Partner & ~~.._~., By: Name: William Cagey McManemin Title: Vice President SAM Partners Management, Inc. has no corporate seal. 2 3:1 4 Witnesses: By: Vaughn Petroleum, Ltd., its General Partner By: VPL (GP), LLC, its General Partner Name: Robert C. Vaughn Title: Manager Grantor's Address: Energy Trust LLC 551 Fifth Avenue, 37m Floor New York, New York 10176 Grantee's Address: Republic Royalty Company, L.P. 3738 Oak Laxvn Avenue, Suite 300 Dallas, Texas 75219 STATE OF TEXAS COUNTY OF DALLAS BE IT REMEMBERED THAT I, the undersigned authority, a Notary Public duly qualified; commissioned; sworn and acting in and for the couuty and state aforesaid, and being authorized in such county and state to take acknowledgments, hereby certify that, oil this 31't day of January 2003, there personally appeared before me Alml A. Hsia, Managing Director of Energy Trust LLC, a Delaware linfited liability company; William Casey McMancmin, Vice Prcsidcnt of SAM Partners Mmmgement, h~c., a Texas corporation, known to me to be such officer, said corporation being General Partner of SAM Partners, Ltd., a Texas limited partnerslfip, and said limited partnership being General Partner of Republic Royalty Company, L.P., a Texas limited partnership, the said Republic Royalty Colnpm~y, L.P. being a party to the foregoing h~strument mhd Robert C. Vauglm, Manager of VPL (GP), LLC, a Texas lilmted liability colnpany, known to me to such officer, said lmfited liability company being General Pmtner of Vaughn Petroleum, Ltd., a Texas linfited partnership, m~d said lmfited pammrslfip being General Partner of Republic Royalty Company, L.P., a Texas limited partnership, the said Republic Royalty Company, L.P. being a party to the foregoing instrument. ALABAMA I, tile undersigned, a Notary Public in and for said state, hereby certify fl~at AIm~ A. Hsia, Managing Director of Energy Trust LLC, a Dela~vare linfited liability company, whose name is signed to the foregoing conveyance, m~d who is known to me, acknowledged before me on this day that, being ilfformed of the contents of fl~e conveyance, he as such officer and with full aufl~ority, executed the same voluntarily for m~d as the act of such limited liability company in the capacity above-stated. I, tile undersigned, a Notary Public in mid for said state, hereby certify that William Casey McManemin, Vice President of SAM Partners Managclnent, Inc., a Texas corporation, said corporation being General Pm'tner of SAM Partners, Ltd., a Texas limited Parmership, said limited parmership being General Partner of Republic Royalty Company, L.P., a Texas limited partnership, whose nan~e is signed to the foregoing conveyance, and who is known to me, acknowledged before me on this day that, being informed of the contents of the conveyance, he as such officer and with full authority, executed the same voluntarily for and as the act of said corporation h~ the capacity above- stated. I, the undersigned, a Notary Public iii auld for said state, hereby certify that Robert C. Vaughn, Manager of VPL (GP), LLC, a Texas limited liability company, said limited liability company being General Partner of Vauglm Petroleum, Ltd., a Texas limited pam~ership, and said linfited partnership being General Partner of Republic Royalty Colnpm~y, L.P., a Texas lmfited partnership, whose name is signed to the foregoing conveyance, and who is known to me, acknowledged before me on this day that, being informed of the contents of the conveyance, he as such officer m~d with full authority, executed the same voluntarily for and as the act of such linfited liability company in the capacity above-stated. I, a Notary Public residing in the state aforesaid, do certify that Alan A. Hsia, Managing Director of Energy Trust LLC, a Delaware limited liability company, who is personally to me known, this day appeared before me personally and did acknowledge that he did sign and deliver the foregoing instrument, on behalf of such limited liability company, in the capacity above-stated, of his own free will and accord and as such officer of the limited liability company. GEORGIA I, a Notary Public residing in the state aforesaid, do certify that William Casey McManemin, Vice President of SAM Partners Management, Inc., a Texas corporation, said corporation being General Partner of SAM Partners, Ltd., a Texas limited Partnership, said limited partnership being General Partner of Republic Royalty Company, L.P., a Texas limited partnership, who is personally to me known, this day appeared before me personally and did acknowledge that he did sign, seal and deliver the foregoing instmnlent, on behalf of such corporation, in tile capacity above-stated, of his own fl'ee will and accord and as Vice President of SAM Partners Management, Inc., a corporation. I, a Notary Public residing in the state aforesaid, do certify that Robert C. Vaughn, Manager'of VPL (GP), LLC, a Texas limited liability company, said limited liability company being General Partner of Vaughn Petroleum, Ltd., a Texas limited partnership, and said limited partnership being General Partner of Republic Royalty Company, L.P., a Texas limited partnership, xvbo is personally to me known, this day appeared before me personally and did acknowledge that he did sign and deliver the foregoing instrument, on behalf of such limited liability company, in the capacity above-stated, of his own free will and accord and as such officer of the limited liability company. INDIANA Before me, a Notary Public in and for said state, on this day personally appeared Alan A. Hsia, Managing Director of Energy Trust LLC, a Delaware limited liability company, aud acknowledged the execution of the foregoing instrument. Before me, a Notary Public in and for said state, on this day personally appeared William Casey McManemin, Vice President of SAM Partners Management, Inc., a Texas corporation, said corporation being General Partner of SAM Partners, Ltd., a Texas limited Partnership, said limited partnership being General Partner of Republic Royalty Company, L.P., a Texas limited partnership, and acknowledged the execution of the foregoing instrument. Before me, a Notary Public in and for said state, on this day personally appeared Robert C. Vaughn, Manager of VPL (GP), LLC, a Texas limited liability company, said limited liability company being General Partner of Vaughn Petroleum, Ltd., a Texas limited partnership, and said limited partnership being General Partner of Republic Royalty Company, L.P., a Texas limited partnership, and acknoxvledged the execution of the foregoing instrument. LOUISIANA On this da3, before me, the undersigned authority, personally came and appeared Alan A. Hsia, Managing Director of Energy Trust LLC, a Delaware limited liability company, to me personally known and known by me to be 'the person whose genuine signature is affixed to the foregoing document as the abo:ve-designated officer of the limited liability 'company specified following such person's name, who signed said document before two witnesses, who acknowledged, in my presence and in the presence of said witnesses, that he signed the above and foregoing document as his ox,m free act and deed on behalf of such limited liability company by authority of its board of managers and as the free act and deed of such limited liability company and for the uses and purposes therein set forth and apparent. On this day before me, the undersigned authority, personally came and appeared William Casey McManemin, Vice President of SAM Partners Management, Inc., a Texas corporation, said corporation being General Partner of SAM Partners, Ltd., a Texas limited Partnership, said lilnited partnership being General Partner of Republic Royalty Company, L.P., a Texas limited partnership, to me personally known and known by me to be the person whose genuine signature is affixed to the foregoing document as the Vice President of SAM Part,mrs Management, Inc., who signed said document before me in the presence of the two witnesses, who acknowledged, in my presence and in the presence of said wituesses, that he signed the above and foregoing document as his own free at and deed on behalf of such corporation, in tile capacity above-stated, by authority of its board of directors and as the free act and deed of such corporation, and for the uses and l~nrposes therein set forth and apparent. On this day before ine, the undersigned authority, personally came and appeared Robert C. Vaughn, Manager of VPL (GP), LLC, a Texas limited liability company, said limited liability company being General Partner of Vaughn Petroleum, Ltd., a Texas limited partnership, and said limited partnership being General Partner of Republic Royalty Company, L.P., a Texas limited partnership, to me personally known and known by me to be the person whose gennine signature is affixed to the foregoing document as the above-designated officer of the limited liability company specified following such person's name, who signed said document before two witnesses, who acknowledged, in my presence and in the presence of said witnesses, that lie signed the above and foregoing docnment as his own free at and deed on behalf of such limited liability company by authority of its board of managers and as the free act and deed of such limited liability company and for the uses and purposes therein set forth and apparent. MISSISSIPPI Personally appeared before me, the undersigned authority in and for the said state, on this day, within my jurisdiction, Alau A. Hsia, Managing Director of Energy Trust LLC, a Delaware limited liability comPanY, and acknowledged that, for and on behalf of the said ' limited liability company, in the capacity above-stated, and as its act and deed, he executed the above and foregoing instn.ment, after first having been duly authorized by said limited liability company so to do. Personally appeared before me, tile undersigned authority in and for the said state, on this day, within my jnrisdiction, William Casey McManemin, Vice President of SAM Partners Management, Inc., a Texas corporation, said corporation being General Partner of SAM Partners, Ltd., a Texas limited Partnership, said limited parmership being General Partner of Republic Royalty Company, L.P., a Texas limited partnership, and acknowledged that, for and on behalf of the said corporation, in the capacity above- stated, and as its act and deed, he executed the above and foregoing instrument, after first having been dnly authorized by said corporation so to do. Personally appeared before me, tile undersigned authority in and for the said state, on this day, within my jnrisdictiou, Robert C. Vaughn, Manager' of VPL (GP), LLC, a Texas linfited liability company, said limited liability company being General Partner of Vaughn Petroleum, Ltd., a Texas limited partnership, and said limited partnership being General Partner of Republic Royalty Company, L.P., a Texas limited partnership, and acknowledged that, for and on behalf of the said limited liability company, in the capacity above-stated, and as its act and deed, he execnted the above and foregoing instrument, after first having been duly attthorized by said limited liability company so to do. MONTANA On this day before me, the nndersigned notary, personally appeared Alan A. Hsia, Managing Director of Energy Trust LLC, a Delaxvare limited liability company, known to me to be such officer of such limited liability company, the limited liability company that executed the within instrument, and acknowledged to me that said limited liability company executed such instrument, in the capacity above-stated. On this day before me, the undersigned notary, personally appeared William Casey McManemin, Vice President of SAM Partners Management, Inc., a Texas corporation, said corporation being General Partner of SAM Partners, Ltd., a Texas limited Partnership, said limited partnership being General Partner of Republic Royalty Company, L.P., a Texas limited partnership, known to me to be such officer of such corporation, the corporation that executed the within instrument, and acknowledged to me that said corporation executed such instrument, in the capacity above-stated. On this day before me, the nndersigned notary, personally appeared Robert C. Vaughn, Manager of VPL (GP), LLC, a Texas limited liability company, said limited liability company being General Partner of Vaughn Petroleum, Ltd., a Texas limited partnership, and said limited partnership being General Partner of Republic Royalty Company, L.P., a Texas limited parmership, known to me to be such officer of such limited liability company, the limited liability company that executed the within instrument, and acknowledged to me that said limited liability company executed such instrument, in the capacity above-stated. 5 NEW YORK 317 0n this day before me personally came Alan A. Hsia, Managing Director of Energy Trust LLC, a Delaware limited liability company, to me known, who, being by me duly sworn, did depose and say that lie is such officer of such limited liability company, the limited liability company described in and which executed the above instrument and by order of its Board of Managers and that he signed his name thereto by like order. On this day before me personally came William Casey McManemin, Vice President' of SAM Partners Management, Inc., a Texas corporation, said corporation being General Partner of SAM Partners, Ltd., a Texas limited Partnership, said limited partnersliip being General Partner of Republic Royalty Company, L.P., a Texas limited partnership, to me known, who, being by me duly sworn, did depose and say that he is such officer of such corporation, the corporation described in and which executed the above instrument in the capacity above-state; that be knows the seal of said corporation; that the seal affixed to said instrument is such corporation seal; that it was so affixed by order of the Board of Directors of said co. rporation, and that he signed his name thereto by like order. On this day before me personally came Robert C. Vaughn, Manager of VPL (GP), LLC, a Texas limited liability company, said limited liability company being General Partner of Vaughn Petroleum, Ltd., a Texas limited partnership, and said limited partnership being General Partner of Republic Royalty Company, L.P., a Texas limited partnerslfip, to me known, Who, being by me duly sworn, did depose and say that lie is such officer of such limited liability company, the limited liability company described in and which executed the above instrument and by order of its Board of Managers and that he signed his name thereto by like order. ARKANS AS, PENNSYLVANIA AND SOUTH DAKOTA On this day, before me, the undersigned officer, personally apPeared Alan A. Hsia, Managing Director of Energy Trust LLC, a Delaxvare limited liability company, who acknowledged himself to be such officer of such limited liability company, and that he as such officer, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the limited liability company in the capacity above-stated, by himself as such officer. On this clay, before me, the undersigned officer, personally appeared William Casey McManemin, Vice President of SAM Partners Management, Inc., a Texas corporation, said corporation being Genera[ Partner of SAM Partners, Ltd., a Texas limited Partnership, said limited partnership being General Partner of Republic Royalty Company, L.P., a Texas limited partnership, who acknowledged himself to be such officer of such corporation, and that be as such officer, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation in the capacity above-stated, by himself a such officer. On this day, before me, the undersigned officer, personally appeared Robert C. Vaughn, Manager of VPL (GP), LLC, a Texas limited liability company, said limited liability COlnpany being General Partner of Vaughn Petroleum, Ltd., a Texas limited partnership, and said limited partnership being General Partner of Republic Royalty Company, L.P., a Texas limited partnerslfip, who acknowledged himself to be such officer of such limited liability company, and that he as such officer, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the limited liability company in the capacity above-stated, by himself as such officer. COLORADO, FLORIDA, ILLINOIS, KANSAS, KENTUCKY, MICHIGAN, NEBRASKA, NEW MEXICO; NORTH DAKOTA, OKLAHOMA, TEXAS, UTAH AND WYOMING 318 The foregoing instrument was acknowledged before me this day by Alan A. Hsia, Managing Director of Energy Trust LLC, a Delaware limited liability company, on behalf of said limited liability company. The foregoing instrument was acknowledged before me this day by William Casey McManemin, Vice President of SAM Partners Management, Inc., a Texas corporation, said corporation being General Partner of SAM Partners, Ltd., a Texas limited Partnership, said limited partnership being General Partner of Republic Royalty Company, L.P., a Texas limited partnership, on behalf of said corporation and the above- named limited partfierships. The foregoing instminent was acknowledged before me this day by Robert C. Vaughn, Manager of VPL (GP), LLC, a Texas limited liability company, said limited liability company being General Partner of Vaugbn Petroleum, Ltd., a Texas limited parmership, and said limited partnership being General Partner of Republic Royalty Company, L.P., a Texas limited partnership, on behalf of said limited liability company and the above- named lilnited partnerships. IN WITNESS WHEREOF, if have hereunto set my hand and official seal in the City of Dallas, Dallas County, Texas, on the da3, and year first above written. NOTARY PUBLIC STATE OF TEXAS 7 -I- X < <<~ ~ ~ ~~ w w w w w w m w w w w w w w w w w w w w w w w w w w z z ~ ~ ~ ~ ~ ~ z z z ~ z z z z ~ ~ ~ ~ ~ ~ z z z z z z z ~ 888 zz~ ~ ~ ~~ zzzzO~ > ZZ Z ZZZ~Z ~ 8 8~ o ooo ~ oooosso~o o o -~--~- _ .... ..... Z Z Z Z ~ Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z: ~=<< ~ ~ 808 ~==$~ ~ < ~ Oz ZZ~o00 · ~1 zzzzzzzz ~~~~~~~~ooooooo 3,20