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Home My WebLink About890685BOOK. O~ o PR PAGE_~Z[LkL THE STATE OF WYOMING § COUNTY OF LINCOLN § ASSIGNMENT AND BILL OF SALE 890685 RECEIVED LINCOLN COUNTY CLERK THIS ASSIGNMENT AND BILL OF SALE ("Assignment") is made this 29th day of May, 2003, and is effective at 12:01 a.m. MT, May 1, 2003 (the "Effective Time"), by and between STONE ENERGY, L. L. C., a Delaware limited liability company, with an office at 1801 Broadway, Suite 700, Denver, Colorado 80202 (herein called "Assignor"), and STONE ENERGY CORPORATION, a Delaware corporation, with an office at 1801 Broadway, Suite 700, Denver, Colorado 80202 (herein called "Assignee"). 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 Assignee all of the following: All right, title and interest of Assignor in and to the oil and gas leases described on Exhibit "A", attached hereto and made a part hereof for all purposes, insofar as said leases cover the lands which are specifically described in Exhibit "A" opposite the separate designation of each said lease (the "Leases") and all Of Assignor's right, title and interest in and to overriding royalty interests, carried interests, net revenue interests, net profits interests, licenses, reversionmy interests, production payments, permits and other interests and agreements (the "Interests"), subject to any restrictions, exceptions, reservations, conditions, limitations, burdens, contracts, agreements, assignments and other matters of record applicable to such Leases and lands; All right, title and interest of Assignor in and to all wells, including but not limited to oil, gas, injection, disposal and water wells (the "Wells"), located on the Leases or on lands pooled therewith and described in Exhibit "A", and in all lands and leases associated with said Wells whether or not specifically described on Exhibits .....A, All oil, gas and other hydrocarbons ("Hydrocarbons") produced therefrom or allocated thereto saved and sold after the Effective Time; All right, title and interest of Assignor in, to and under, or derived fi.om, all contractual rights, including but not lhnited to, presently existing and valid oil and gas sales agreements, processing contracts, casinghead gas contracts, gas balancing agreements, gathering agreements, operating agreements, joint venture agreements, fannout agreements, farmin agreements, bottom hole agreements, acreage contribution agreements, area of mutual interest agreements, pmtnership agreements, rights of way, easements, surface leases, permits, salt water disposal agreements, warranties, covenants, indemnities, representations fi'om third parties and other contracts, agreements and instruments, insofar as the same are appurtenant to the Leases, Interests or Wells; All of Assignor's right, title and interest in and to all surface and subsurface equipment, supplies, machinery, signage, gathering assets, distribution and disposal facilities and tanks and all other real or tangible personal property and fixtures located on the Leases or Wells or appurtenant thereto, excluding portable tools, vehicles and other items of personal property temporarily located on the Leases or Wells; All right, title and interest of Assignor in, to and under, or derived from all presently existing and valid oil, gas or mineral unitization, pooling and communitization agreements, declarations and orders relating to the Leases, Interests and Wells, and in and to the properties covered and the units, pools or communitized areas created thereby, which are appurtenant to the Leases, Interests and Wells; To the extent the same are assignable or transferable, all of Assignor's right, title and interest in, to and under, or derived fi.om all: (i) orders, contracts, title opinions and documents, abstracts of title, leases, deeds, unitization agreements, pooling agreements, operating agreements, division of interest statements, participation agreements, and all other agreements and instruments, easements, rights-of-way, licenses, authorizations, pemfits and similar rights and interests, subject to the rights of third parties (the "Related Agreements") and (ii) except as expressly provided otherwise herein, all warranties, covenants and representations fi.om third parties and all clahns, rights and causes of action against third parties, asserted or unasserted, known or unknown; related to the Leases, Interests and Wells arising fi.om the Related Agreements; and All lease files, land files, well files, division order files, abstracts, title files, seismic and geological data and other information in the possession of Assignor (the "Records") that are related to the Leases, Interests and Wells, and all rights thereto, subject to any rights retained by third parties. All of the foregoing properties, real, personal, or ~nixed (contractual or otherwise) described in paragraphs A through H, above (herein called the "Properties") are located in Lincoh~ County, Wyoming. U _ UG L3 6 6 1 TO HAVE AND TO HOLD the Properties subject to the following terms and conditions: 1. Assumption of Obligations: Assignee hereby assumes and agrees to perform and be bound by all provisions of the subject leases and all contractual duties and obligations of Assignor as owner of the properties to the extent that the same are valid and subsisting on the Effective Time. Assignee shall, as its sole expense, comply with all laws, rules, regulations, orders and ordinances (collectively the "laws") of any governmental authority claiming jurisdiction over the Property. 2. Leases and Other Contracts and Agreements: This Assigmnent is made by Assignor and accepted by Assignee 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. 3. Limited Warranty: THIS ASSIGNMENT IS MADE WITHOUT REPRESENTATION OR WARRANTY OF ANY KiND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, THE WARRANTY OF MERCHANTABILITY OR THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND ASSIGNEE ACCEPTS THE PROPERTIES 1N THEIR "AS IS, WHERE IS" CONDITION. 4. Further Assurance. From time to'thne, at the request of Assignee (whether on or after the execution date hereof) and without 15u-ther consideration, Assignor shall execute and deliver, or cause to be delivered, all further instruments of conveyance, assigmnent, and transfer (including but not lhnited to transfer and division orders) and take any other action as Assignee may reasonably request in order to' more effectively or completely convey and transfer the Properties to Assignee in accordance with the provisions hereof and Assignor shall assist in the transfer of the Properties to the possession of Assignee. Assignor shall execute such additional fOrThS of assignment conveying Assignor's title in the Properties as may be requh'ed to conform to governmental regulation and such assignments shall not serve to enlarge or diminish the rights herein conveyed. If any Property is incon'ectly described, the description shall be corrected upon proof of proper description. 5. Governing Law: THIS ASSIGNMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF WYOMING. 6. Successors and Assigns: The terms, covenants and conditions hereof shall bind and inure to the benefit of Assignor and Assignee and their respective successors and assigns. All terms, covenants and conditions shall be covenants running with the land herein assigned and with each subsequent transfer or assigmnent thereof. 7. Substitution and Subrogation: This Assignment is made with full rights of substitution and subrogation by Assignee, to the extent of the interest hereby assigned, in and to all covenants and warranties by others heretofore given or made with respect to the Properties. 8. 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. IN WITNESS WHEREOF the Assignor has executed this Assignment this 29th day of May, 2003, to be effective in all respects as of the Effective Time. ASSIGNOR: STONE ENERGY, L. L. C. _ Namer" Micha~E. Cuba Title: Denver District Land Manager STATE OF COLORADO § CITY AND § COUNTY OF DENVER § This instrument was acknowledged before me this 29th day of May, 2003, by Michael E. Cuba, as Denver District Land Manager for STONE ENERGY, L. L. C., a Delaware limited liability company, on behalf of said company. 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