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ASSIGNMENT AND BILL OF SALE ,!;,.,i ~.
~ ..~.~'~,~ii~.i"ii:~.ii.' .... .'"',.'~
KNOW ALL MEN BY THESE PRESENTS THAT:
HERBALY PETROLEUM CORP., 1515 Arapahoe St. #1350, Denver, Colorado
80202("Assignor"), for and in consideration' of ONE HUNDRED DOLkAR$ ($100.00)
and other good and valuable consideration, receipt of which is hereby
acknowledged, does herkby assign, transfer, grant and convey unto
EX?LORATION LLC, 24~2 W. Dry Creek Ct., 5ittleto~, Colorado 80~20
("Assignee"), all of Assignor's right, title, and interest in and to the
following assets:
(i) The oil ~nd gas leases, leasehold interests, overriding royalty
interests, rights and interests attributable or allocable to the
oil and gas leases or leasehold interests by virtue of pooling,
unitization, communitizatio~, and operating agreements, licenses,
per,its and other agreements, and other properties and interests
described on Exhibit "A" attached hereto (collectively, 'the
"Leases"), together wi~h ~ss±gnor's right, title and interest in
and to the property and rights incident thereto, including, but
~ot limited to, as of the E~Lective Time, rights in, to, and under
agreements, leases, permits, rights-of-way, easements, licenses,
farmouts, farmins, options, orders, and other contracts or
agreements of a'similar nature in any way relating thereto;
(ii) The ~ell$, equipment, materials, fi×tu~es and improvements on the
Leases as of the Effective Time, appurtenant thereto o~ used
obtained in connection with the Leases or with t~e production,
treatment, sale or disposal of hydrocarbons or waste produced
therefro~ or attributable thereto, and other appurtenances
thereunto belonging (the "Equipment"); prov£ded, hcwever,
Equ±p~ent shall not include leased equipment located on the
Leases; and
(i~i) The unitization, pooling and operating agreements, and the units
created thereby which relate to the Leases or interests described
in Exhibit '~A" or which relate to units or wells located on the
Leases, including the units formed under orders, regulations,
rules, ~nd other o~fici~l acts of the gove~nmentaL authority
h~ving jurisdiction, together with any right, tit~e, and interest
created thereby in the Leases.
~ssigno~'s interests in these assets i~ herein collecLively referred to as ~he
"~s s ets" ·
TO HAVE AND TO HOLD the same unto Assignee, its successors and assigns,
forever, subject to the terms and pro$isions hereof.
This Assignment and Bill of Sale is accepted subject ~o, and Assignee agrees
to assume and perform, any and all of the liabilities and obligations or
alleged or threatened liabilities and obligations of. ~ssignor that arise under
the Assets and all assignments, o?erati~g agreements, leases, per,its, deeds,
rights-of-way, licenses, easements, options, orders, gas purchase contracts,
product purchase and sale agreements, gas gathering agreements, gas
transportation agreements, gas processing agreements, or any other agreements
or contracts attributable to, affecting, or otherwise relating to the Assets,
including, but not limited to, any and all liabilities and obligations (i) to
pay and deliver royalties, overriding royalties, non-participating royalties,
and other burdens on production, (ii) in connection with or arising out
balancing of overproduction or underproduction from the Assets, and (iii)
necessary to gomply with all laws and governmental regulations with respect 'to
the Assets, including, but not limited to, the lawful plugging and abandonment
of oil and gas wells and the restoration of the surface of the land, Or any
governmental request or other requirement to abandon any pipeline or facility
or ta~e any clean-up, remedial or othe~ action with respect to the Assets.
This Assignment and Bill of Sale shall inure to the bene~±t of and be binding
upon the parties hereto, their successors and assigns.
Separate assignments of the Assets may be executed on officially approved
forms in sufficient counterparts ~o satisfy applicable statutory and
regulatory requirements. Those assignments shall be deemed to contain all of
the terms s~t forth herein as [ully as though they were set forth in such
739
separate assignments. The Assets conveyed by such separate assignments are
the same, and not in addition to the ~ssets conveyed herein.
IN WITNESS WHEREOF, this instrument is executed the 6th day of Decmbe~, 2001,
but shall be effective as of the 31st day of October, 2001 (the "Effective
Time").
AS S I GNOR
HERBALY PETROLEUM
CORP.
Assistant Secretary Vic~ President
ASSIG~E
HERBALY EXPLO~TION LLC
Member
STATE OF COLORADO
CITY AND COUNTY OF DENVER
BEFORE ME, the undersigned authprity, on this day personally appeared
David L. Herbaly, Vice President of Herbaly Petroleum Corp., a Colorado
corporation, known to me to be the person and officer whose name is subscribed
to the foregoing instrument, and acknowledged to me that he executed the same
for the purposes and consideration therein expressed and in the capacity
therein stated as the act and deed of said corporation.
GIVEN UNDER MY HAND .~[D OFFICIAL SEAL OF OFFICE on this 6th day of
· ~ecember., 2001.
:~ % ~/;~" Notary Public
~;.6},'.,., * ....... 1515 Azapahoe St. ~1350
%<..~/77[~1'' Denver, Colorado 80202
My co--lesion expires:
cono o
CITY AND COUNTY OF DENVER
BEFORE ME, the undersigned authority, on this day personally appeared
David L. Herbaly, Me, er of. Herbaly Exploration LLC, a Colorado limited
liability company, known to me to be the person and officer whose name
subscribed to the foregoing instrument, and acknowledged to me that he
executed the same for the purposes and consideration therein expressed and
the capacity therein stated as the act and deed of said limited liability
company.
GIVEN UNDER MY ~ND ~D OFFICIAL S~L OF OFFICE on this 6th day of
De~'r/', ~ 001.
:., % f)~/~","" ~No'tary Public '
', ',~, *,:, 1515 Arapahoe St. ~1350
. . .... Denver, Colorado 80202
My co~lssion expires: ~-Q--O~ ....
-2-
EXtiIBIT "A" - LINCOLN COUNTY, WYOMING --
LESSOR/ EFF
LEASE # LESSEE DATE PAGE TWP-RGE DESCRIPTION ACRES
__ Arnold A. Larson and Catherine 09-I8-53 ~-__361 16 (39.10),. ...... 17 (5.71),, 18._ 6.48) 417.30
Larson, husband and wife, ~ 14 (17.84), 18 (17.84)
Lessors .....
~ podion of Resurvey Tract 48, originally
Thomas F. Stroock, Lessee SWSW Sec. 2, E2SE Sec. 3 (125.49)
~ __ResuIvey Tract 46B, ori¢inally SESW Sec. 2 (41.8:!
-- ~rly 2/3 of Resucvey Tract 45,
__ originally NWNW Sec. 11, NENE Sec. 10 (82.99_)
I-- The most easterty 80 acre parcel of Resurvey
T~act 49, originally W2SE Sec. 3
=rom the sulface to 5743'
Thomas F. Stroock a~ld Matte F. 08-12-74 114 PR :~esurvey Tract 46A, originally SWSE Sec. 2 (41.79 249.1
Stl'oook, husb~f~d and wife, ~esurvey Tract 43, originally NE Sec. 11 (165.79)
__ _essors The East 1/3 of Rest~lYey Tract 45, originally
Rar bow Resources inc., NENW Sec. 11(41.53)
Arnold A. Larson and Catherine 09-28-73 514 ' Tract 46A, original~ SWSE Sec. 2 (41.79) 249.11
Larson, husband and wife, -- ¢ 43, ori_ginally NE Sec. 11 (165.79)
Lessors i The East 1/3 of _R_esulvey Tract 45, originally
Ra ~bow Resources, Inc., NENW Sec. 11 (41.53)
Calvin E. Barnes and Pauline____ 108 PR 73 T24N-R114W Resurvey Tract 46A, originally SWSE Sec. 2 (41.7E
Barnes, husband and wife, Tract 43, originally NE Sec. 11 (165.79) 249.1.1_.
Lessors The East 1/3 of Resurvey Tract 45, originally ......
Rainbow,Resources, Inc., Lessee .... NENW Sec. 11 (41.53)
__ Rainbow Resources, loc., Lesso~l _~ 1~19-7~3 108 PR 288 originally SWSE Sec. 2 (41.79
Claud B. Hamill, Lessee i 108 PR 462 originally NE Sec. 11 (165.79) ~
The East 1/3 of Resurvey Tract 45, originally --
NENW Sec. 11 (41.53)
~aJnbow Resources, Inc., Lessor 11-19-73 108PR T24N-R114W originally SWSE Sec. 2 (41.79 249.11
Great Plebs Resources, Inc., 108 PR Resurvey Tract 43, originally NE Sec. 11 (165 79)
Lessee The East 1/3 of Resurvey Tract 45, originally
NENW Sec. 11 (41.53)
Ra nbow Resources, inc. Lessor 11-19-73 284 T24N-R114W/ -- Resup/ey Tract 46A, originally SWSE Sec. 2 (41.7E 249.1t
Oil D_evel___opment Company of L R~esu~ey Tract 43, originally NE Sec. 11 (165~7~--
Texas, Lessee
~_ __~._. The East 1/3 of Resu~,ey Tract 45, originally
Rainbow Resources, Inc., Lessor 11-~9-7'--~' 108 PR 458 T24N-R114 Resurcey Tract 46A, od§inally SWSE Sec. 2 ~i 249.1 'i i
Westland Oil Development --_.~ Resurvey Tract 43, originally NE Sec. 11 (165.79) --
~,orporation, Lessee ...... The East 1/3 of Resurvey Tract 45, oiiginalty
i NENW Sec. I1 (4~.53)
Rainbow Resources, loc., Lesso~ r~'~9'~' 108 PR 282 ~ T24N-R114W '----Resulvey Tract 46A~ originally SWSE Sec. 2 (41.79) 249.11
Bar...~b.er Oil Exploration, bc., 108 PR 456 I .... ~_-'~_] :~esurvey Tract 43, originally NE Sec. 11 ('165.79--~-'
Lessee . ____~ the East 1/3 of Resurvey Tract 45, originally
NENW Sec. 11 (41.53)
John
P.
Ellbogen
and
Ruth
R,
-- T24N-R114W ]Resurvey Tract 46A, originally SWSE Sec. 2 (41.79 249.11
08-12-74
-- ~-~--- __~survey Tract 43, originally NE Sec. 11 165.79)
EIIbogen, husband and wife,
Ra nbow Resources, Inc., L.esse~ J NENw .Sec. 11 (41.53~
~EF--
EXHIBIT "A" - LINCOLN COUNTY, WYOMING
LESSOR/ F
LEASE # LESSEE I DATE BOOK PAGE TWP-RGE DESCRIPTION ACRES
Edgar F Herschier et Dx, Lesser I ~719-53 5 Leases 398 of Resan/@y Tract 49, originall~_~
Thomas F. Stroock, Lessee '. NESW Sec. 3
Surface to 5743'
W-42389 Jni~ed States of America, Lesser 07-01-74 114 PR 172 2ot 19 (37.10)
:Rainbow Resources, Inc., Lesse, _et 1 (31.69), SENE ~
1 (31.94), 2 (41.42)
~esu~vey Tract 44A, originally SENW Sec 11 (41.44
originally NESW Sec 11 (41.46
W-0243909 United States of America, Lesser 10-01~63 T24N-R114W Resu~ey Tract 44C, originally NWSE Sec 11 ~41.4~ 82.82
~ Elaine Wolf, Lessee Resu~ey Tract 44D, originally NESE Sec 11 (41.39)
W-O243909A United States of America, Lessor 10-01-63 150 T24N~R114W Lots 7 (39.19), 8 (39.60), 9 (39.15), 10 (40.00), 197.94
Elaine Wolf, Lessee 15 (40.~)
W-O243909D United States orAmerica, Lessor 150 T24N-R114W Lots 16 (38.32), 17 (20.50), 20 (37.34), SWSW 1139.11
Elaine WoLf, Lessee SE
W2NE, W2, SE
Lo~s 3 (28.35), 4 (27.49), 5 (27.11), NWSW, S2S2
W-0312801 United States of America, Lessor 120 PR 3 T24N-R114W N2N2 280.00
V.J. Boor, Lessee N2NE, NENW
~9~00780 ~ ate of Wyoming Lesser T24N-RI14W All -6~
erbaly Petroleum Corp. and
Beadooth Oil & Gas Company,
Lessees
Mineral Deed [~ 107 PR 512 T2%~-~14~ esu~ey ~act 46A, orig~ ¢~ Sec. ~
James I. Sims, a wMower --~ ~esu~ey Tract 43, originally NE Soo. 11 (165.79)
Craven Creek qitMesaVerde-HilliardPA ~-- -~T24N-R114~ ~f~~7~ .......
Craven Creek [ nit Wasatoh-Ft Union PA T24N-R114W ~~~~ 623.12
&d._..~N2~~ .......
L.r~onV2~, T24N-m~4W 2I
CravenCrFed12-11we~l T24N-Rl14W 11 I~
Craven CrFedl 3-11 well T24N-Rl14W 11
Craven Cr Fedl 4-11 well T24N-Rl14W
Craven Cr Fedl 44-11 well ~ T24N-Rl14W
When recorded, please return to:
DAVID L. HERBALY ~:
2412 W. DRY CREEK CT.
, LITTLETON, COLORADO 80120