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Home My WebLink About893467 LIN~r~ CO t, T'¢ CLERK ASSIGNS, DEED, B~L OF S~E A~ CO~Y~CE -' STATE OF WYOMING § COUNTY OF LINCOLN § ,. .(,., '..~ "_...:: ," ,-.'_,', KNOW ALL MEN BY ImzSE'PRESENTs: TI~IlS ASSIGNMENT, DEED, BILL OF SALE AND CONVEYANCE (this "Assignment"), dated effective as of July 1, 2003, local time (the "Effective Time"), is from JOJ)R._.NEY ACQUISITION - I, L.P., a Texas limited partnership, and JOURNEY 2000, L.P., a Texas limited partnership (collectively "Assignor"), whose address is 1201 Louisiana, Suite 1040, Houston, Texas 77002, to BE_EAII~'TH OIL & GAS COMPANY, a Montana corporation, whose address is P. O. Box 2564, Billings, Montana 59103 and HEP(BALY EXPLORATION LL.C., whose address is 1420 W. Canal Ct., Suite 150, Littleton, CO 80120,'(collectively "Assignees"),. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which Assignor hereby acknowledges, Assignor hereby GRANTS, BARGAINS,. SELLS, CONVEYS, ASSIGNS AND DELIVERS to Assignees, in equal proportions, all of the following properties, rights and interests (hereinafter referred to collectively as the "Interests"): Ail of Assignor's right, title and interest iii and to the 'oil and gas leases described in the attached Exlfibit "A" (the "Leases"), and the oil and gas wells described in Exhibit "B" (the "Subject Wells"); and (b) Assignor's right, title and interest in and to water source wells and water injection wells, tubular goods, well equipment, production equipment, pipelines, severed oil and natural gas, and other substances, and all other personal property or fixtures on, in or under the Properties to the extent the same relate to or are utilized in connection with the Properties; and ' (c) Assignor's fight, title and interest in, to and under all pooling agreements, unitization agreements, operating agreements, surface leases, easements, permits, licenses, rights- of-way, crude purchase and sale agreements, gas sales contracts, processing agreements, equipment leases and other agreements, to the extent the same relate to or are utilized in connection with the Properties; and (d) All of Assignor's present fight, title, and interest in the tracts of land covered by the Leases, including working interests, royalty interests, overriding royalty interests, production payments, mineral interests, reversionary interests, and all other interests in oil, gas and other minerals, to the extent the same relate to or are utilized in connection with the properties. TO HAVE AND TO HOLD the Interests unto Assignees, their successors and assigns, forever, subject to the following (the "Existing Burdens"): OO3 All local, state and federal statutes, ordinances, rules and regulations applicable to the Interests; The terms and provisions of the Leases, assignments or deeds to which this Assignment relates; Landowner's royalties, overriding royalties or other, burdens and encumbrances affecting the Interests; 4. All matters of record affecting the Interests; and '5. The terms of the items desCribed in subparagraph (c) above. insofar and only to the extent that the Existing Burdens are valid, subsisting and enforceable and apply to and cover the Interests. Assignees hereby assume and agree to pay, perform, and discharge, effective as of the Effective Time, all 'obligations of Assignor relating to the Interests to the extent that such obligations are valid, subsisting and enforceable, including (without limitation) (i) 'all express and implied covenants, obligations and reservations contained in the Leases or related agreements to which this Assignment relates. References herein to the Existing Burdens shall not create or constitute a recognition of any rights in third parties, or constitute any ratification o~: revival of rights or agreements wlfich no longer are enforceable. This Assignment is made without warranty of title, either express or. implied, even to the return of the Purchase Price. This Assignment is made with full substitution and subrogation in and to all of the rights and actions of warranty that Assignor has or may have against predecessors in title. THE INTERESTS ARE CONVEYED WITHOUT ANY WARRANTY OR REPRESENTATION WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO THE INTERESTS OR RELATING TO THE' CONDITION, QUANTITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO THE MODELS OR SAMPLES OF MATERIALS OR MERCHANTABILITY OF ANY EQUIPMENT OR ITS FITNESS FOR ANY PURPOSE, OR QUALITY OR QUANTITY OF RESERVES, AND WITHOUT ANY EXPRESS, IMPLIED, STATUTORY OR OTHER WARRANTY OR REPRESENTATION WHATSOEVER. ASSIGNEES. HAVE INSPECTED THE INTERESTS AND HAVE SATISFIED THEMSELVES AS TO THEER PHYSICAL AND ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, INCLUDING BUT NOT LIMITED TO CONDITIONS SPECIFICALLY RELATED TO THE PRESENCE, RELEASE OR DISPOSAL OF BRINE, CRUDE OIL, HAZARDOUS SUBSTANCES, SOLID WASTES, ASBESTOS AND OTHER IV1AN MADE FIBERS, OR NATURALLY OCCURRING RADIOACTIVE MATERIALS ("NORM"). ASSIGNEES ARE RELYING SOLELY UPON THEIR OWN INSPECTION OF THE PROPERTIES, AND ASSIGNEES OO4 SHALL ACCEPT ALL OF THE SAME IN THEIR "AS IS, WHERE IS" CONDITION. All revenues generated from or attributable to the Interests prior to the Effective Time will be the property of Assignor and all costs, expenses and other obligations attributable to the Interests prior to the Effective Time will be borne by Assignor. All revenues generated from or attributable to the Interests after the Effective Time will be the property of Assignees, and all costs, expenses and other obligations attributable to the Interests after the Effective Time will be borne by and assumed by Assignees. Assignees agree to defend, indemnify and hold Assignor harmless from and against any and all claims, demands, liabilities, judgments or causes of action of whatsoever nature arising out of 0r attributable to the Interests after the Effective Time, EVEN THOUGH CAUSED WITHOUT THE NEGLIGENCE OR FAULT OF ASSIGNEES AND EVEN THOUGH FORESEEABLY CAUSED BY OR ARISING FROM TH]g NEGLIGENCE OF ASSIGNOR; and Assignor agrees to defend, indemnify and hold Assignees harmless from and against any and all claims, demands, liabilities, judgments or causes of action of whatsoever nature, arising out of or attributable to the Interests prior to the Effective Time, EVEN THOUGH CAUSED WITHOUT THE NEGLIGENCE OR FAULT OF ASSIGNOR AND EVEN THOUGH FORESEEABLY CAUSED BY OR ARISING FROM THE NEGLIGENCE OF ASSIGNEES. This indemnity includes the indemnifying party's agreement to pay all of the indemnified party's costs and expenses of defcnsel including, without limitation, attorney's fees. Notwithstanding anything contained in the preceding paragraph to the contrmy, the foregoing paragraph does not cover or include any claims, demands, liabilities, judgments, causes of action, loss, damages, costs and expenses covered by the following paragraph. Assignees agree to defend, indemnify and hold Assignor harmless from and against all claims, demands, liabilities; judgments, causes of action, loss, damages, costs and expenses (including attorney's fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by Assignor at any time and from time to time by reason or arising out of: (i) any Site Costs, or (ii) any violation of or remedial obligation pursuant to any Environmental Law (as hereinafter defined), or the presence on the land covered by the Leases or lands pooled or unitized therewith or release from or to such lands of petroleum products, hazardous substances, naturally occurring radioactive materials or solid waste disposed of or otherwise released, regardless of whether same constituted a violation of any Environmental Law at the time of the existence or occurrence, even though caused without the negligence . or fault of Assignees and EVEN THOUGH FORESEEABLY CAUSED BY OR ARISING FROM THE NEGLIGENCE OR FAULT OF ASSIGNOR. 3 "Site Costs" shall mean all costs of plugging and abandoning the Subject Wells, disposing of equipment in connection with the Subject Wells and restoring the surface of the land in connection with the Subject Wells. "Environmental Law" shall mean any and all laws, statutes, ordinances, rules, regulations, orders or determinations of any governmental authority pertaining to health or the environment in effect now or in the future in any and all jurisdictions in which the Leases or lands pooled or unitized therewith are located, including without limitation the Clean Ak Act, as amended, the Comprehensive .Envkonmental Response, Compensation, and Liability Act of 1980, as amended, the Federal Water Pollution Control Act, as 'amended, the Occupational Safety and Health Act of 1970, as amended, the Resource Conservation and Recovery Act of 1976, as amended, the Safe Drinking Water Act, as amended, the Toxic Substances Control Act, as amended, the Hazardous & Solid Waste Amendments Act of 1984, as amended, the Superfund Amendments and Reauthorization Act of 1986, as amended, the Hazardous Materials Transportation Ac~, as amended and other envkonmental, conservation or protection laws. Assignor and Assignees agree that neither party shall have any claim against or obligation to the other arising out of any imbalances in the production of gas from the Interests assigned, whether any such imbalances are known or unknown, and whether arising under' an applicable gas balancing agreement or otherwise. Assignor hereby releases Assignees ~om any claims by Assignor arising out of the underproduction of gas by Assignor from the Interests prior to the Effective Time and assigns to Assignees the fight to receive any cash amounts due from third parties or make up volumes of gas allocated after the Effective Time arising out of any imbalances in the production of gas from the Interests.. Assignees hereby release Assignor from any claims bY Assignees arising out of the overproduction of gas by Assignor from the Interests prior to the Effective Time. Assignees shall indemnify and hold Assignor harmless against claims by third parties for any cash amounts due or make tip volumes of gas allocated after the Effective Time arising out of any imbalances in the production of gas from the Interests. Assignees Shall be solely responsible for any and all sales taxes which may be assessed by any taxing authority as a result of this transaction. All other taxes, including, but not hmited to income taxes, state severance taxes, ad valorem taxes, and any other taxes or assessments attributable to the Interests conveyed prior to the Effective Time shall remain Assignor's responsibility; and all deductions, credits and refunds pertaining to the aforementioned Interests, prior to the Effective Time, no matter when received shall belong to Assignor. Likewise, all other taxes, as aforementioned, and credits to or for those taxes, attributable to the Interests conveyed after the Effective Time, shall be the responsibility of Assignees. This Assignment shall be binding upon and shall inure to the benefit of Assignor and Assignees and thek respective successors and assigns. This Assignment is executed on the dates set forth in the acknowledgments, but is effective for OOG all purposes as of the Effective Thne. ASSIGNEES: BEARTOOTH OUL & GAS COMPANY Title: ,~Nt ~, ASSIGNOR: JOURNEY ACQUISITION - I, L.P. By Journey Oil & Gas, L.L.C., General Partner Brian A. Baer President HERB ALY EXPLORATION L.L.C. JOURNEY 2000, L.P. By Journey Oil & Gas, L.L.C., General Partner Printed Name: Title: 'M P.4T) bP~,(~ ' By: Brian A. Baer President A C.'KNOWI,ED GM-F?TS STATE OF MONTANA § cO'UNT¥ OF The foregoing instrument was acknowledged before me this ,~J day of 2003 by~, /J ~~-$as ~Z::),.-~:de~4- ofBeartoOth Oil & Gas Company, a dvlo,~ N,~,corporation, on behalf of said corporation. i~71,L':/'/%~'~WITNESS my hand and official seal. '"' ,M~ Co~igsion Expires: / NotaryP.ublic h/'4ct~-Pr L. 007 STATE OF COLORADO § COUNTY OF gtamh0e., ! The foregoing instrument was acknowledged before me this ~%ay of 2003 by I'/xgid L. }ertml as Membe. T ofHerbaly Explorati~)n L.L.C.,~C~orado limited liability company, on beh~[~o~f~ti~jd company. .,,,~? in .......... ,,,: <~.=..~":';..:.,_~,j,% w ~ x ~r~a a my nan~--auO"OlltC, ml seol~. -- '--O~A-8-" ~ My Cmmnission Expires' -~ * ! ..~e ~ !. ~ -A ...... .., ~to"., ~UB L~e~ ,."e, ,~ Nota~'~u~olic gOO'C' STATE OF TEXAS § COUNTY OF HARRIS § The foregoing instrument was acknowledged before me this 9th day of July, 2003 by Brian A. Baer as President of Journey Oil & Gas, L.L.C., a Texas limited liability company, on behalf of said company as General Partner of Journey Acquisition - I, L.P. WITNESS my hand and official seal. C ' ' ~.A R. MASSENGALE MY °~n~]~ ~otaryPub'ic [ ] L~-~ Stat. of Texas [ · ~,~.1¢."".1..'~ My Onrnm!~'a!On F_xpires · Notary Public STATE OF TEXAS § COUNTY OF ItARRIS {} The fOregoing instrument was acknowledged before me this 9th day of July, 2003 by Brian A. Baer as President of Journey Oil & Gas, L.L.C., a Texas limited liability company, on behalf of said company as General Partner of Journey 2000, L.P. WITNESS my hand and official seal. My C o ~r_r_r_~ ~ j.9.n~ F~x~pj [¢~_~ { /~ Nom~ Public ~ ~ My Commission ~pims Notary Public OO8 EXHIBIT A TO ASSIGNMENT, DEED, BILL OF sALE AND CONVEYANCE PRF_AMBLE TO EXHIBIT A This Exhibit A sets forth the description of the oil, gas and/or mineral leases, permits, licenses, concessions', leasehold estates, royalty interests, overriding royalty interests, net revenue interests, executory interests, net profits Interests, working interests, reversionary Interests, fee and term mineral interests and any other interests of Assignor in Hydrocarbons, which, together with any Interest therein which Assignor is entitled to 'receive by reason of any participation, joint venture, farm-in, farm-out, joint operating agreement or other agreement, Constitute the Leases and certain surface leases, easements, rights-of-way, permits, licenses, servitudes and ether Interests. 1. Exhibit A' consists of descrlptlons of the above matters covering lands located within the state and in the county identified in the heading on the left near the top of the page and also at the bottom left of the page. 2. Exhibit A includes One or more pages with the following: LEASE #: Assignor's internal lease or property identification number. TRACT#: Assignor's Internal tract or property identification number, LESSOR; The name of the lessor of the lease,.the grantor of the instrument creating or conveying the permit, license, concession, royalty interest, overriding royalty interest or other interest or the assignor of the inst:rument assigning the interest. LESSEE: The name of the lessee of the lease, the grantee of the instrument creating or conveying t.he permit, license, concession, royalty interest, overriding royalty interest, mineral interest or other Interest or the assignee of the instrument assigning the interest. DATE: The date or effective date of the lease, deed or other instrument. 009 RECORDING BOOK/PAGE The recordation reference of the lease, deed or other Instrument In the applicable public records for the county to which the page pertains. The recordation reference Is to the volume or book and page or the file number, microfilm index number, instrument number, entry number or other identification number of the deed records, oll and gas records, official public records or real property conveyance records, oil and gas books or other applicable public records for the applicable county. 3. _Land Descdotions. If included, the land description is intended to reflect the lands that are affected by the oil and gas lease, mineral interest or other interest or portion thereof. See Section 1.1 of the Conveyance, Assignment and Bill of Sale. 4. Other Infarmation and Data. All other information and data contained in Exhibit A is included for convenience only. Such information and data shall not be considered to be part of Exhibit A End shall not enlarge or diminish the description of the Interests contained in Exhibit A; and such information and data shall c°nstitute surplusage. 61 ~Abbreviatioq~. Certain pages of the exhibit contain abbreViations. The following terms may be abbreviated as follows: Wy - Wyoming; sec - section; twp - township; mg - range; blk - block; N - north; S - south; E- east; W-west; SE/4 or SE- southeast quarter; NE/4 or NE - northeast quarter; NWl4 orNW- northwest quarter; SW/4 or SW- southwest quarter; N/2 - nodh half;, S/2 - south half;, E/2 - east half;, W/2- west half; ft - feet; sur - surface. 7. Defined Terms. Capitalized terms used in this Preamble and not etherwlse defined herein shall have' the meanings ascribed thereto in the ConveyanCe, Assignment 'and Bill of Sale to which this Preamble is attached. 2 ~ C ?. rn o 0 0 < rtl 0 m m m m < -q 0 ~ 'n 0 ,.q m 0 m --t 0 ~0 m -q ..q 0 I'n 0 o EXHIBIT "B" TO CONVEYANCE, ASSIGNMENT AND BILL OF SALE state Wyoming Wyoming Wyoming Wyoming Wyoming County Lincoln Lincoln Lincoln Lincoln Lincoln Field Craven Creek Craven Creek Craven Creek Craven Creek Craven Creek Lease~ Unit or Well Craven Creek 44-11 Resurvey Tract 44A -T24N-Rll4W Arnold Larson 1-2 Resurvey Tract 45 - T24N-Rl14W Federal 2-11 Lot 3, Sec. ll-T24N-Rl14@ Federal 3-11 Lot 3, Sec. ll-T24N-Rl14W Federal 4-11 Resurvey Tract 44A-T24N-Rl14W WI 10.20 11.24 10.20 11.24 11.24 NRI 8.85 8.85 8.85 9.58 9.58