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HomeMy WebLinkAbout890541BOOK PAGE ASSIGNMENT AND BILL OF SALF RECEI\/ED LI~.IC,,L!J C0.,!'.~Ty CLERK LINCOLN c'O'fJ NTY · :':STATE QF":W!YCMING THIS ASSIGNMENT AND BILL OF SALE ("Assignment") is made this Z_'~'day of May, 2003, and is effective at 7:00 a.m., January 1, 2003 (the "Effective Time"), by and between Bill Barrett Properties, Inc., a Delaware corporation, with an office at 1099 18th Street, Suite 2300, Denver, Colorado 80202 (herein called "Assignor"), and RIM LLP, a Colorado limited liability partnership ("RIM"), 5 Inverness Drive East, Englewood, Colorado 80112, and RSR Energy, LLP, ("RSR"), 5 Inverness Drive East, Englewood, Colorado 80112 (herein collectively called "Assignees"). Assignor in consideration of Ten Dollars ($10.00) cash and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby GRANT, SELL, CONVEY, ASSIGN, and DELIVER unto RIM and RSR, in equal undivided shares, all of Assignor's right, title and interest of whatever nature in and to the following: (A) The entire estates created by all leases, licenses, permits and other agreements, described in Exhibit A attached hereto and made a part hereof (the "Leases"), insofar as the same cover and relate to the land described in ,Exhibit A and any other land covered thereby whether or not ,correctly described on Exhibit A (the "Land"), together with all of the oil and gas wells on the Land, including, without limitation, the wells described in Exhibit A (the "Wells"), the property and rights incident thereto, including all rights in, to and under all agreements, product purchase and sale contracts, leases, permits:, rights-of-way, easements, licenses, farmouts, options and orders in any way relating thereto, in:solar as they relate thereto, (B) All of the personal property, fixtures and improvements, permits, licenses, approvals, servitudes, rights-of-way, easements, surface leases and other surface rights (including, but not limited to, any wells, wellhead equipment, casing, tubing, tanks, crude oil, condensate or products in storage or in pipelines, pumps, motors, machinery, pipelines, gathering lines, telephone and telegraph lines, .tanks, boilers, buildings, injection and disposal wells, injection facilities, saltwater disposal facilities, central processing facilities, metering facilities, compression facilities, gathering systems, laterals and other appurtenances and facilities) now or as of the Effective Time on the Land, appurtenant thereto or used' exclusively or obtained in connection therewith or with the production, gathering, treatment, processing, sale or disposal of oil, gas and other hydrocarbons and non-hydrocarbon gas from the Land (including, without limitation, carbon dioxide) or water produced therefrom or attributable thereto; (C) Any overriding royalty interests and fee mineral or fee surface interests described in Exhibit A; (D) All existing and effective unitization, pooling and communitization agreements, declarations and orders, and the properties covered and the units created thereby and the production of hydrocarbons attributable to said proPerties and interestS after the Effective Time, insofar as the same arise from or relate to the interests of Assignor described in "(A)," "(B)" or "(C)" above; (E) All oil, gas (including carbon dioxide), 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, insofar as they relate to any of the properties and interests of Assignor described in "(A)," "(B)," "(C)" or "(D)" above; and (F) To the extent transferable, all geologic, geophysical and other data (but not internal interpretative data and analyses), including without limitation, seismic data and licenses relating to the properties and interests described in "(A)," "(B)," and "(C)." All of the foregoing properties, real, personal, or mixed (contractual or otherwise) described in paragraphs (A) through (F), above, are herein called the "Properties." TO HAVE AND TO HOLD the Properties unto Assignees forever, subject to the following. 1. WARRANTIES: THE CONVEYANCE OF THE PROPERTIES BY ASSIGNOR TO ASSIGNEES SHALL BE WITHOUT WARRANTY OF TITLE, EXPRESS OR IMPLIED AND WITHOUT RECOURSE OF ANY KIND, NOT EVEN FOR THE RETURN OF THE CONSIDERATION PAID HEREIN, AND WITHOUT WARRANTY, EXPRESS, STATUTORY, OR IMPLIED, AS TO DESCRIPTION, TITLE, CONDITION, LOCATION, QUALITY, FITNESS FOR ANY PARTICULAR USE OR PURPOSE, OR OTHERWISE, EXCEPT THAT ASSIGNOR SHALL WARRANT AND DEFEND TITLE TO THE PROPERTIES AGAINST EVERY PERSON WHOMSOEVER LAWFULLY CLAIMING OR TO CLAIM:THE SAME OR ANY PART THEREOF BY, THROUGH OR UNDER ASSIGNOR, BUT NOT OTHERWISE. 2. ASSUMPTION OF OBLIGATIONS: Each Assignee hereby assumes and agrees to timely perform and discharge all duties and obligations of the owner of that portion of the Properties assigned to it on and after the Effective Time, including but not limited to, plugging and abandonment of existing productive wells and future wells. 3. LEASES AND OTHER CONTRACTS AND AGREEMENTS: This Assignment is made by Assignor and accepted by Assignees subject to all the terms, covenants and conditions of the oil, gas and mineral leases described in Exhibit"A" and to the terms, covenants and conditions of the instruments, contracts and agreements affecting the Properties or production therefrom recorded in Cou_.nty where the Properties are located, and the same shall bind Assignees and Assignees' successors and assigns on and after the Effective Time hereof, including Assignees' obligations to pay their proportionate share of rentals, surface damages, and other payments due to third parties, and to assume their proportionate obligation to repair, maintain, and remediate, for Assignees' use of rights-of-way, easements, surface leases, and other surface rights. For purposes of this Section 3, Assignees' "proportionate share" and '"proportionate obligation" with respect to each such surface right shall mean a fraction with a numerator equal to the number of wells operated by Assignees which utilize the subject surface right in connection with the operation of such wells, and with a denominator equal to the total number of wells which utilize the subject surface right in connection with their operation. 4.. OBSERVANCE OF LAWS: This Assignment is subject to all applicable laws, ordinances, rules and regulations affecting the Properties, and Assignees shall comply with the same and shall promptly obtain and maintain all permits required by governmental authorities in connection therewith. HEADINGS: Titles and headings in this Assignment are included solely for ease of reference and are not to be considered in interpretation or construction of this Assignment. 6. SUCCESSORS AND ASSIGNS: The terms, covenants, and conditions hereof bind and inure to the benefit of the parties hereto and their respective successors and assigns and 'are covenants running with the lands, leases, equipment, and facilities and with each transfer or assignment thereof or any portion thereof. All future assignments of any portion of the Properties and/or their associated facilities.and equipment shall recognize and perpetuate the rights and obligations set out herein. 7. STATE AND BLM ASSIGNMENTS. Assignor is:executing and delivering to Assignees separate assignments of the Properties on officially approved forms, in sufficient counterparts to 'satisfy applicable statutory and regulatory requirements; such assignments shall be deemed to contain all of the exceptions, reservations, warranties, rights, titles, powers and privileges set fodh in this Assignment and shall be deemed to transfer the same interests being transferred by this Assignment. EXECUTED this '-&'~q'"~'day of May, 2003, but effective as of the Effective Time. ASSIGNOR: BILL BARRETT PROPERTIES, INC. Name: Huntington T. Walker Title: Vice-President, Land -2- ASSiIGNEES: RIM L/~ Titlei: General Partner RSR Energy, LLP Narr~: Robert L. Vesco Title!: General Partner STATE OF COLORADO § CITY AND § COUNTY OF DENVER § This instrument was acknowledged before me this,,~CA day of May, 2003, by Huntington T. Walker, as Vice-President, Land, of ~operties, Inc., a Delaware corporation. My Commission Expires ~f t¢~ .9//!,¢,~! ' -N~:~f'AR't7 PUBLIC STATE OF COLOMBO ~.~B ~¢~g COUNTY OF. A~AHO~ ~ gyCommission [xpires 3/11200~1 A This instrument was acknowledged before me lthis 0ay of May, 2003, by Reae' My Commission Expires STATE OF COLO~DO ~ ~5~.~OS~¢.:'L~ ~ COUNTY OF A~PAHOE ~ ~ ~ This instrument was acknowledged before me this ay of May, 2003, by Robed L. Vesco, as General Pa~ner, of RSR Energy, LLP, a Colorado My Commission Expires My Commission Expires 1010312006 limitec~ liability partnership.