HomeMy WebLinkAbout895730 RECEIVED
QUITCLAIM ASSIGNMENT AND ASSUMPTION At.G~II~EMEi~/~.~Ty OLERK
THIS QUITCLAIM ASSIGNMENT AND ASSUMPTION
("Assignment") is made as of August 26, 2003, by ASTARIS PRODUCTION LLC, a
Delaware limited liability company ("Seller") to THE PITTSBURG & MIDWAY COAL
MINING CO., a Missouri corporation ("Purchaser").
RECITALS
WHEREAS, Seller and Purchaser have entered into that certain Purchase
and Sale Agreement dated as of August 5, 2003 ("Agreement") concerning, among
other things, the quitclaim by Seller to Purchaser of all right, title and interest Seller
may have in and to a right-of-way from the U.S. Department of Interior, Bureau of Land
Management and a lease with the Union Pacific Railroad, both as further described on
Attachment 1 hereto (the "Power Line Rights"). Capitalized terms used herein and n6t
otherwise defined herein have the meanings given them in the Agreement.
AGREEMENT
NOW, THEREFORE, for good and valuable, consideration, the receipt and
sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows'
1. Seller hereby quitclaims and assigns to Purchaser all of Seller's
right, title and interest, if any, in and to the Power Line Rights and Purchaser hereby
assumes and agrees to perform all terms of the Power Line Rights in Seller's place;
provided, however, as to either or both of the Power Line Rights that cannot be
assigned without the consent of a third party, which consent has not been obtained,
Seller shall use reasonable commercial efforts to obtain such consent and this
Assignment Shall be of no force or effect as to such Power Line Right(s), until such
requisite consent is obtained, whereupon this instrument shall become of full force and
effect with respect thereto.
2. Seller and Purchaser hereby cOvenant that they shall, at any time
and from time to time upon written request from the other party, execute and deliver
such documents as the other party may reasonably request in order to fully assign and
transfer to and vest the Power Line Rights in Purchaser.
3. This Assignment is a novation of all rights and obligations under
and pursuant to the Power Line Rights and is made with full substitution of Purchaser in
and to all covenants by third parties given or made in respect to the Power Line Rights.
4. SELLER MAKES NO REPRESENTATION OR WARRANTY,
WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE POWER LINE
RIGHTS, INCLUDING WITHOUT LIMITATION THAT THE POWER LINE
"78
RIGHTS ARE IN FORCE, WHETHER SELLER HAS ANY RIGHT, TITLE OR
INTEREST IN AND TO THE POWER LINE RIGHTS, WHETHER THE POWER
LINE RIGHTS CAN BE ASSIGNED TO PURCHASER, AND THE SUITABILITY
OF THE LANDS SUBJECT TO THE POWER LINE RIGHTS FOR
PURCHASER'S INTENDED PURPOSES, ALL OF WHICH ARE HEREBY
EXPRESSLY DISCLAIMED BY SELLER.
5. This Assignment shall be binding upon and inure to the benefit of
the successors and assigns of Purchaser and Seller.
6. This Assignment Shall be governed by, interpreted under; and
constructed in accordance with, the laws of the State of Wyoming without regard to
conflicts of law principles.
IN WITNESS WHEREOF, Seller has executed and delivered this
Assignment as of the date first written above.
SELLER:
ASTARIS PRODUCTION LLC, a Delaware
limited liability company
Name: Robert Ashton
Its: Secretary
PURCHASER:
THE PITTSBURG & MIDWAY COAL
MINING CO., a Missouri corporation
Name~. G.~di ~;ere~f
Its: Vice-president '
STATE OF MISSOURI
COUNTY OF ST. LOUIS
SS.
,; 79
The foregoing instrument was acknowledged before me by Robert Ashton, as Secretary
of Astaris Production LLC, this /(,,-¢t, day of ',_~'~{-e ~/5¢t¢ 2003.
Witness my_ hand an~ offi~ciaLse,~
Notary Public - [,,Jut_?, :s~:~;i !
STATE OF MI$$~3, URI, [
St. Louis C~L ~' /
ycommi,,ione×,,r s: /3
Notary Publ~
STATE OF COLORADO
CITY & COUNTY OF DENVER
SS.
The foregoing instrument was acknowledged before me by J. G. di Zerega, Vice-
president of The Pittsburg & Midway Coal Mining Co. this,24'/-t day of August, 2003.
Witness my hand and official seal.
Notary Public
My commission expires:
(nec. lg?h)
DEFA_R~ ;2"~ ~'~ ....." '-'--'~_ .........
2120 CaI'i;cl. Ava.hue P. O. ~ox
In r~_~' refer to:
W-47060 (943)
T. 20 N., R. 117 W.,
Lincoln County
DEC!$1CN
RiGh~-O.r-W.~Z
April 2, lg76 ·
Serial i'~ber of Gr~-~t
Name of Or&ntee
Det.=_i!m of Grknt
W-47060
FMC Corporation
lda~ sho~in~ the loc~tion ~d ~- ......
M~p designations
Date filed
Permitted use by grantee
A~thority for gr~nt
.Mine Plant-Power line & water line
July 11, 1974
Powe.r line and water pipeline, according to the
map filed.
Act of February 15, 1901
Regulations ap2licable to
Code of reference
Circular nu~.bers
Date of Grant
EX]Pir~_tion date of grant
Rental:
Aaounb
When pmyable by grantee
43 CFR 2800
2326 and 2328
April 2, ~
Indefinite
Initial fee i~ $350.00 for the firsg 5 year period,
Next payment due .April 2, 1981.
Fee to be determined ~hru reappraiaal of graug,
Terns ani C:r.~iti~n~ of Gr~nt
Under ~uthorit¥ ve~ted in the u~uler~ig'n--d bl,' Crier ~o. 701 of the D~rector: By.renu
o~ which ~:'e sho%'.~ above, is h~r~by grznt~i~ s'!oj~:t to uhe fo~owing terns ~ti
conditions:
1. All valid rights e:.~_sti:'_g on %he dzte of th~ gr,_ut.
2. Al% reg,,_!sticns in the cir~"~lzrs s_~-:±f!ei above.
3. Filing of proof of constra:%!on ',i%hin five 7e:-rs of the
date 'of 'the grant.
k. !ktrther terns and cond/~.ion$ -u~ foLlcw.~: (see enclosed stipul=tions)
Total combined right-of-way width for bo~h facilities is 125 feet,
being to the ex[ent of 62.5 feet on either side of ~he centerline.
Alma Lundberg"
Chief, Lands and ~tiniug Settlor
Enclosure ·
CC;
Regional Director, Bureau of Reclamation, P. O. Box 11568, Salt Lake City,
UT 8411! w/cy encl.
DM, Roc~ Springs w/¢y encl,
A~t, Ke~nerer w/~y encl.
DEPARTMENT OF THE INTERIOR ~-47o6o
BUREAU OF LAND MANAGEMENT ~Sjl 2~oo
PROOF OF CONSTRUCT:j~AtJ Of khNB
A~fid~vit of EnBine~l OCT
(Name of 'Enqineer~
supervise or check ~he construction of the R/W) for the
-' . '(C~pany)
- ' -(Type of R/W. as' )Jipeline, ~tc.)
has been constructed ~)O~)(r)()OXlgS~~; that construction was c~m,enced on the llth
day of May , 19 "81 , and completed on .the 14th day of September ,
1976 ; that the constructed power line
" - (Type of R/W)
as aforesaid, conforms to the
I ~f~.~(iq~()qifiNXt~&(XXX)~XXXX~J~X~RXXX~)~X){XXXXXXXXYXX~X,~XXXX_ . _ _ , attached maps,
Affidavit of Applicant
1, John V, Corra
"' (~ppllcbnt 'of Company Officer)
FHC Corporation . ._
(C6mpany)'
._,' certify that I am the Residen~ Manager of Lhe
; that the _____v_o_~er ~h',e sM~l~x~x~w'~:~.~ ~- --~p~ of R/W - canal, pil~eline, etc.~
was actually constructed as set forth lin the'accompanylin§ statemen~ of
Frank J. C~'lm,~ , ~Hd on
(Chief Engineer or oLher person ~p'~oy~ by ~o. Tn ~h~'prmff'~es) ........
exact location r~presented on the map approved by the Depar~ent of the Interior on the
~nd , day of xp.~t~ . , lg~; and that the c~pany has in all things c~plicd
'with the requirements of the act of ~,.l~m ..
tac~ unoer which R/W grante~')
through public lands
granting, rights-of-way for
of the Un,ted States.
Re-~ td¢~t l~anager
-{-Title)
FMC Corporation
'( C om~ a ny )
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