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HomeMy WebLinkAbout897007 RECEIVED LINCOLN COUt'~TY CLERK LINCOLN COUNTY ' STATE OF WYOMING 897007 THIS ASSIGNMENT AND BILL OF SALE ("Assignment") is made this 30th day of JanuaW, 2004, and is effective at 7:00 a.m. Mountain Time, JanuaW 1, 2004 (the "Effective Time"), by and be~een Bill Barrett Corporation, a Delaware corporation, with an office at 1099 18th Street, Suite 2300, Denver, Colorad© 80202 (herein called "Assigno¢'), and Chaco Energy Company, with a mailing address of P. O. Box 1587, Denver, Colorado 80201 (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: Ao . 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, subject, however, to the depth limitationS described on Exhibit "A", in the amount of the interests set forth thereon (the "Leases") and subject to any restrictions, exceptions, reservations, conditions, limitations, burdens, contracts, agreements and other matters applicable to such leases and interests and which are of record; 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, operating and communitization agreements, declarations and orders, and in and to the properties 'covered and the units created thereby, which are appurtenant to the Leases; All right, title and interest of Assignor in, to and under, or derived from, all presently existing and valid oil and gas sales, purchase, exchange and processing contracts, casinghead gas contracts, operating agreements, joint venture agreements, and padnership agreements to the extent set fodh on Exhibit "B", attached hereto (the "Contracts"), together with all rights of way easements, permits and surface leases and other similar instruments,, insofar as the same are appurtenant, to the Leases (the "Easements"); All right, title and interest of Assignor in and to all wells equipment, fixtures and personal property located on the lands described on Exhibit"A" which are appurtenant to the Leases (the "Wells"). E° All originals of records, files, documents, and rel,.ated information relating to the Leases, Contracts, Easements and Wells. All of the foregoing properties, real, personal, or mixed (contractual or otherwise) described in paragraphs A through D, above, are herein called the "Properties" located in Lincoln County, Wyoming. TO HAVE AND TO HOLD the Properties forever, subject to the following terms and conditions: 1. WARRANTIES: ASSIGNOR SHALL WARRANT AND DEFEND TITLE TO THE PROPERTIES AGAINST EVERY PERSON WHOMSOEVER LAWFULLY CLAIMING THE SAME OR ANY PART THEREOF BY, THROUGH OR UNDER SELLER, BUT NOT OTHERWISE. EXCEPT FOR THE FOREGOING, THIS ASSIGNMENT IS WITHOUT WARRANTY OF TITLE, EXPRESS OR IMPLIED AND IS MADE 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, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE. 355 0S '7007 2. ASSUMPTION OF OBLIGATIONS: Assignee hereby assumes and agrees to timely perform and discharge all duties and obligations of the owner of the Properties 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 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 included within the Properties or production therefrom recorded in Weston County, Wyoming, and the same shall bind Assignee and Assignee's successors and assigns on and after the Effective Time hereof. 4. OBSERVANCE OF LAWS: This Assignment is subject to all applicable' laws, ordinances, rules and regulations affecting the Properties, and Assignee shall comply with the same and shall promptly obtain and maintain all permits required by governmental authorities in connection therewith. 5. 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. PURCHASE AND SALE AGREEMENT: This Assignment is expressly made subject to the provisions of that certain Purchase and Sale Agreement dated effective January 1, 2004, by and between the padies hereto, and the provisions of said Agreement are incorporated herein by reference as fully as though' said provisions were set forth herein verbatim, all of which shall survive the execution and delivery of this Assignment. To the extent of any conflict or inconsistency between the terms of this Assignment and the terms of the Purchase and Sale Agreement, the terms of the Purchase and Sale Agreement shall control. 7. WELL TAKEOVER: In the event Assignee determines that any existing well on any of the Leases, or any well to be drilled on any of the Leases subsequent to the date of this Assignment (collectively referred to as a "Well"), is incapable of producing oil or gas in commercial quantities and that, therefore, such Well should be plugged and abandoned, Assignee shall promptly notify Assignor of such determination. If Assignor agrees with this determination, Assignee shall proceed to plug and abandon the Well in accordance with applicable state and federal laws and regulations. If Assignor disagrees with Assignee's determination, it shall have three (3) business days following the receipt of such notice within which to advise Assignee of its decision to continue operations on said Well. A failure to respond in such manner and within such 3-business day period shall constitute agreement with Assignee to plug and abandon such well. If Assignor advises Assignee of its decision to continue operations, all further operations on the Well shall be conducted entirely by Assignor, at its sole cost, risk and expense. If Assignor elects to continue operations in said Well, Assignee shall be deemed to have relinquished and transferred to Assignor all of its right, title and interest in and to the wellbore of the Well, and the material and equipment therein and used or acquired in connection therewith which Assignor retains for conducting operations hereunder. If Assignor elects to continue operations on said Well, it shall reimburse Assignee for the salvage value of all material and equipment in the Well and used or acquired in connection therewith which are retained by Assignor. Such reimbursement shall be made simultaneously with Assignee's execution and delivery to Assignor of an appropriate Wellbore Assignment from Assignee to Assignor. 8. SUCCESSORS AND ASSIGNS: The terms, covenants, and conditions hereof bind and inure t° 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. 356 EXECUTED this 30th day of January, 2004, bUt effective as of the Effective Time. ASSIGNOR: BILL BARRETT CORPORATION Huntington T. Walker Title:Vice President- Land ASSIGNEE: CHACO ENERGY COMPANY By: Kurt T. Nelson, President STATE OF COLORADO CITY AND COUNTY OF DENVER This Huntington T. Walker, corpOration. My Commission Expires STATE OF COLORADO CITY AND COUNTY OF DENVER instrument, was as Vice Pr § My Commission Expires 3/1/21~ acknowledged before me this 30th day of January, 2004, by Barrett Corporation, a Delaware My Corqmis¢on Expires This instrument was acknowledged before me this 30th day of January, 2004, by Kurt T. Nelson, as President of Chaco Energy Company, a Colorado corporation. NOTARY PUBLIC 000 0 r"r'l © > 0 > > © < 0 Z 0 O0 > > > © © © ..2 > >