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Home My WebLink About906751PARTIAL ASSIGNMENT AGREEMENT ,-, 0682 THIS PARTIAL ASSIGNMENT (together with the exhibits and schedules hereto, the "~Conveyance") is executed effective as of the Effective Time (as defined below) and is by and between ~gy Field Services, LP, a Delaware limited partnership ("_DEFS") and Overland Trail Transmission, LLC, a Delaware limited liability company ("Overland Trail"), (DEFS and Overland Trail~ccollec~vely, the "GRANTORS") having addresses 370 - 17th Street, Suite 2500, Denver, Colorado 80202, and MOUNTAIN GAS RESOURCES, - 1NC., a Delaware corporation ("GRANTEE"), having as its address 1099 18th Street, Suite 1200, Denver, Colorado 80202. DEFS, Overland Trail and GRANTEE e~ch may be referred to in this Conveyance individually as a ".Partx" and collectively as the "Parties." BACKGROUND Pursuant to that certain Purchase and Sale Agreement dated November 15, 2004 (the "__Agreement") by and among the PartieS, GRANTORS have agreed to grant, bargain, sell, assign, convey, transfer and deliver the Partial Easements (as defined below) unto GRANTEE and its successors and assigns forever, and GRANTEE has agreed to purchase and acquire the Partial Easements part/al Easements from GRANTORS, all as more fully described in the Agreement. FOR TEN DOLLARS AND OTHER GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, GRANTORS haVe agreed to grant, bargain, sell, assign, convey, transfer and deliver the Partial Easements Partial Easements unto GRANTEE and its successors and assigns forever, and GRANTEE has agreed to purchase and acquire the Partial Easements from GRANTORS all as more fully described below: GRANT, HABENDUM, RESERVATION AND WARRANTY 1.1 Grant; Habendum. GRANTORS have granted, transferred, bargained, sold, conveyed, and assigned, and do hereby grant, transfer, bargain, sell, convey, and assign to GRANTEE and/ts successors and assigns forever, for all purposes at and as of 12:01 A.M. Subject Time February 1, 2005 (the "E ' _ffect~ve Time"), all of the real properties described on the attached Schedule 7.5(a), but only to the extent described thereon (the "Partial Easements"), TO HAVE AND TO HOLD, subject to the terms, exceptions and other provisions herein stated, the Partial Easements unto GRANTEE and unto its successors and assigns forever. 1.2 Reservation. The Partial Easements specifically excludes, and GRANTORS hereby reserve, the Excluded Assets descn'bed on Schedule 1.2 attached hereto. 1.3 Warrant35 Subject to the Agreement, the Partial Easements are granted, transferred, bargained, sold, conveyed, and assigned without warranty of title, express or implied, except that GRANTORS warrant title to the Partial Easements against anyone, other than GRANTEE, claiming any right, title or interest therein arising by, through or under GRANTORS or any of/ts Affiliates, but not otherwise. II. MISCELLANEOUS 2.1 Governing A~reement. This Conveyance is expressly made subject to the terms and 1/rovisions of the Agreement. The delivery of this Conveyance shall not affect, enlarge, diminish, or otherwise impair any of the RECEIVED 2/28/2005 at 11:48 AM RECEIVING # ..906751 BOOK: 579 PAGE: 682 JEANNE WAGNER representations, warranties, covenants, conditions, indemnities, terms, or provisions of the Agreement, and all of the representations, warranties, covenants, conditions, indemnities, terms, and provisions contained in the Agreement shall survive the delivery of this Conveyance to the extent, and in the manner, set forth in the Agreement. In the event ora conflict between the terms and provisions of this Conveyance and the terms and provisions of the Agreement, the terms and provisions of the Agreement shall govern and control. Nothing in this Conveyance shall, or shall be construed to, prejudice the fights of GRANTEE to contest any claim or demand of any Third Person as fully as Grantor might have done. 2.2 Further Assurances. The Parties agree to take all such further actions and to execute, acknowledge, and deliver all such further documents as are necessary or useful to more effectively convey, transfer to or vest in GRANTEE the Partial Easements or to better enable GRANTEE to realize upon or otherwise enjoy any of the Partial Easements or to carry into effect the intent and purposes of the Agreement and this Conveyance. 2.3 Successors and Assigns. The provisions of this Conveyance shall bind and inure to the benefit of GRANTORS and GRANTEE and their respective successors and assigns. 2.4 GOVERNING LAW; JURISDICTION AND VENUE. THIS CONVEYANCE AND THE LEGAL RELATIONS BETWEEN GRANTORS AND GRANTEE HEREUNDER SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLOILa~DO, EXCLUDING ANY CONFLICTS OF LAW RULE OR PRINCIPLE THAT MIGHT REFER CONSTRUCTION OF SUCH PROVISIONS TO THE LAWS OF ANOTHER JURISDICTION. 2.5 Exhibits. All exhibits and schedules attached hereto are hereby made a part hereof and incorporated herein by this reference. References in such exhibits and schedules to instruments on file in'the public records are notice of such instruments for all purposes. Unless provided otherwise, all recording references in such exhibits and schedules are to the appropriate records of the counties in which the Partial Easements are located. For recording purposes, a memorandum of this Conveyance may be recorded and portions of the exhibits and schedules may contain only that portion of the Partial Easements that is real property that is located in the county in which' this Conveyance is filed. 2.6 Defined Terms. Any capitalized term not otherwise defined in this Conveyance shall have the meaning set forth for such term in the Agreement. 2.7 Captions. The captions and article and section numbers in this Conveyance are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Conveyance. 2.8 Counterparts. This Conveyance may be executed in one or more originals, but all of which together shall constitute one and the same instrument. This Conveyance is executed to be effective for all purposes as of the Effective Time. DUKE ENERGY FIELD SERVICES, LP By: ~__ J Name: Brent L. Backes Title: Vice President 0684 OVERLAND TRAIL TRANsMISSiON, LLC By: Name: Brent L. Backes Title: Vice President MOUNTAIN GAS RESOURCES, INC. By: ~ Name: ~. B Title: Vice Pr'C'4ident x,,,3 THE STATE OF COLORADO § CITY AND COUNTY OF DENVER § Vice President of Duke Energy Field Services, LP, a Delaware limited partnership; on behalf of said entity. ary Publi ,~ate of Colorado "~ This instrument was acknowledged before me on this 1st day of FebrUary, 2005, by Brent L. Backes, as the THE STATE OF COLORADO § CITY AND COIYNTY OF DENVER § My commission expires: 2/19/2006 This instrument was acknowledged before me on this 1st day of February, 2005, by Brent L. Backes, as the Vice President of Overland Trail Transmission, LLC, a Delaware limited liability company; on behalf of said entity. tary Publfc,~ate of Colorado ~'3 ................ My commission expires: 2/19/2006 0906751 THE STATE OF COLORADO § CITY AND COUNTY OF DENVER § This instrument was acknowledged before me on this I st day of February, 2005, by J. Burton Jones, as the Vice President of Mountain Gas Resources, Inc., a Delaware .corporation, on behal~f of said entity. ~- ~o at'fy Public, t~e of Colorado My commission expires: [Remainder of page intentionally left blank] 0(;86 Schedule 1.2 Certain Excluded Assets 1. All remediation equipment - groundwater monitoring wells', product recovery wells and all associated appurtenances, groundwater remediation and product recovery equipment, including, but not limited to, recovery equipment trailer, downhole pumps, storage tanks, and associated air compressors, piping and tubing. 2. Stockpile of meters at Patrick Draw yard (12 - 6413 Total Flow meters with 18 watt solar panel and battery) 3. Snow Cat 4. FCC license and frequencies: FCC Registration Number (FRN) - 0001609569 Call Sign Fixed Location Area of Operation WPUL533 Aspen Mountain OTTCo P/L and Patrick Draw WPIK620 Aspen Mountain OTTCo P/L and Patrick Draw 5. OTTCO equipment at the Red Hill inlet yard lOcated in Section 1, TWN-19N, RNG-100W, Sweetwater County, Wyoming: 8" and 10" pig launchers and the Scada System 6. Red Hill Control Valve into the Patrick Draw Residue Hub at the Patrick Draw Plant 7. Red Hill Facilities located at the Patrick Draw Plant - Red Hill Meter, Red Hill Control Valve and Red Hill 10" pig receiver 8. Red Hill Easement 9. Any DEFS corporate licensed software 10. The two CISCO 2600 Routers 11. SCADA System 12. Emigrant Trail winch truck 13. The OTTCO main pipeline and all OTTCO facilities or assets not included within the definition of Assets, OTTCO Pipeline Laterals, or Systems 14. Baxter Compressor facility including property fights and equipment 15. Partial Assigned Easements (Schedule to be provided) 16. Rail Car Load Rack currently unused and unattached to the active rail car load rack at Patrick Draw 17. Two E120-2D Air Cooled Exchangers - serial numbers 95547-1 and 95547-2. 18. BBQ Trailer' 19. Vehicle 15226 William Scott 2003 Ford F150 VIN 1FTRW08L43KB26813 and EA tools 20. Alkota Cleaning System (Model 5355) (Serial//221457); including two 450 gallon tanks with stand and containment for soap and degreaser and Trailer Mount VIN 5GXSL12212213M600258 21. Real Property Interest GG-13 (WGR No. 45691000) Gap of 400.14 rods located in T50N R74W, Sec. 27 & 28, Campbell County, WY including all askociated pipelines and equiprnent located thereon. 22. Gas Purchase Contract No. MKT0095000 with Agave Energy 23. Acreage Dedication Agreement No. OTT0045000 with Anadarko E&P Company, LP 24. Gas Processing Agreement No. PAD0031000 with Anadarko E&P Company, LP 25. Gas Purchase Agreement No. GIL000600 with Flying J Oil and Gas, Inc. 26. Gas Purchase Agreement No. GIL 000700 with Prima Exploration Company, Inc. 27. Gas Gathering Agreement No. PAD0044000 with Williams Field Services Company 28. Construction Contract No.YEL0002000 with The Randall Corp., effective 9/11/1979 29. Gas Purchase Contract No. MKT0111000 with Samson Resources Company, effective 9/1/2004 30. Gas Purchase Contract No. MKT0033000 with Infinity Oil & Gas of Wyoming, Inc., effective 6/19/2001 31. Interruptible Transport Agreement No. QPC2557 with Questar Pipeline Company dated 7/21/2000. 32. Vehicle 15246 John Rogers Ford Escape VIN 1FMYU92103KC25492 33. Interruptible Transport Agreement No. OTT0014000 with Anadarko E&P Company, LP, dated 12/1/2004 34. Connection Agreement No. OTT0085000 with Anadarko E&P Company, LP, dated 11/1/2004 35. Processing Agreement No. PAD0049000 with Anadarko E&P Company, LP, dated 11/1/2004 >... Z ,< 0 ._1 1.1_ ~ ~ < ~z~ z~ 000 ZZZZ~ZZZ¢O ~~ooooeooo~