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Home My WebLink About20133427.tiff3928037 04/29/2013 11:38 AM Total Pages: 21 Rec Fee: $111.00 Steve Moreno - Clerk and Recorder, Weld County, CO EXECUTION VERSION ASSIGNMENT, CONVEYANCE AND BILL OF SALE This Assignment, Conveyance and Bill of Sale (this "Assignment") is effective for all purposes as of 12:01 a.m, Central time on January 1, 2013 ("Effective Time"), by KOCH EXPLORATION COMPANY, LLC, a Delaware limited liability company ("Assignor") whose address is 950 I7°' Street, Suite 1900, Denver, Colorado 80202, and NOBLE ENERGY, INC., a Delaware corporation ("Assignee") whose address is 100 Glenborough Drive, Suite 100, Houston, Texas 77067. Assignor and Assignee may hereinafter be referred to individually as "Party" and collectively as "Parties". For avoidance of confusion, (a) Assignor is successor -by -merger to Koch Exploration Company, and (b) Assignee is successor -by -merger to Patina Oil & Gas Corporation, the successor -by -merger to .Gerrity Oil & Gas Corporation. Assignor previously acquired from Assignee all of the rights, titles and interests in and to certain assets pursuant to those certain assignments and agreements described on Part A of Schedule I attached hereto (such assignments and agreements, each individually a "Subject Instrument" and collectively the "Subiect Instruments"). Assignor, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged by Assignee, does by these presents GRANTS, BARGAINS, SELLS, CONVEYS, ASSIGNS, TRANSFERS, SETS OVER and DELIVERS unto Assignee all of the rights, titles and interests of Assignor in and to the following assets and properties, insofar as such rights, titles and interests relate to the counties and lands in the State of Colorado as described on Schedule 1 attached hereto (the "Assets"): (i) the Subject Instruments, including all rights, titles and interests conveyed, assigned, granted, transferred, set over and delivered to Assignor thereunder; (ii) each oil and gas lease described in the Subject Instruments, together with any renewal or extension of such lease (as to all or any part or portion thereof) and any replacement leases taken upon or in anticipation of expiration or termination of such lease (each a "Lease" and, collectively, the "Leases") and the lands described in the Subject Instruments for each Lease together with all pooled, communitized or unitized acreage that includes all or any part of the Leases and all lands, tenements, hereditaments and appurtenances with respect to any of the foregoing, as any and all such lands may be described on Part B of Schedule 1 attached hereto (the "Lands"), all of the wells located on or attributed to each Lease described in the Subject Instruments or the Lands (the ";Wells") (including all oil, gas, casinghead gas, condensate, natural gas liquids and all other liquid or gaseous hydrocarbons and other valuable substances produced from the Wells or allocated to the Leases from and after the Effective Date or in storage or as linefill as of the Effective Date) (together with the Leases, the Lands and the Wells, the "Subject Interests"); 1 2/3-342:7 LE©177 LE01071 E0104- It 3928037 04/29/2013 11:38 AM Page 2 of 21 (iii) all contracts, agreements and interests that relate to the ownership or operation of the Subject Interests, including all joint operating agreements, and unitization, communitization and pooling agreements, declarations and orders covering or concerning the Subject Interests (including, but not limited to, all units formed under orders, regulations, rules or other official acts of any governmental authority, and voluntary unitization agreements, designations and declarations), and all contracts and contractual rights, obligations and interests including, but not limited to, unit agreements, farmout or farmin agreements, operating agreements, participation agreements, joint venture agreements, production sales contracts, gas purchase contracts, processing contracts, gas gathering and transportation agreements, gas balancing agreements, and surface damage agreements, insofar as such relate to or constitute the Subject Interests (including any contractual rights to any suspense funds held by third parties for the benefit of Assignor); (iv) all easements, surface leases, permits, licenses, servitudes, rights -of -way, roadways and other contracts, agreements, rights, privileges or benefits appertaining to the Subject Interests and used or useful in connection with the operation of the Subject Interests; (v) all machinery, equipment, improvements and other personal property and fixtures (including wells and all wellhead and downhole equipment, flowlines, tanks, separators and all other appurtenant facilities) to the extent located on, useful for or being used in connection with the ownership, operation, storage or transportation of the Subject Interests, including, but not limited to, any of the foregoing interests described in or conveyed under any Subject Instrument (the "Rights of Way"); (vi) all sums payable to Assignor (to the extent not paid under the Final Settlement Statement), proceeds or rights to payment arising out of or attributable to the Assets accruing or attributable to any period after the Effective Time and all rights, claims, refunds, causes of action or choses in action relating to the foregoing, in each case unless relating to any and all income tax, margin tax, franchise tax, or similar tax obligations of Koch Industries, Inc., Seller or any other subsidiary of Koch Industries, Inc.; (vii) all rights, insurance claims, unpaid insurance claims, liens and any other claims or causes of actions, in all cases against any third party, occurring or existing in favor of any member of the Seller Group to the extent such rights, claims and causes of action are arising out of or relating to the Assumed Obligations; and (viii) all interests attributable to the Subject Interests in and to the contracts and agreements described on Schedule 2 hereto (together with the contracts, agreements and instruments described in subpart (iii) of this definition, the "Contracts") but only to the extent such contracts and agreements were in full force and effect and had not expired or terminated as of the Effective Time. 3928037 04/29/2013 11:38 AM Page 3 of 21 TO HAVE AND TO HOLD all of the Assets, together with all rights, titles, interests, estates, remedies, powers and privileges thereunto appertaining unto Assignee and their respective successors, legal representatives and assigns forever, subject to (A) that certain Letter Agreement dated April 18, 2013 (as such has or may hereinafter be supplemented, modified or amended from time to time, the "Letter Agreement") between Assignor and Assignee and (B) the matters described on Schedule 3 hereto. The Assets are hereby assigned "AS IS, WHERE IS" without representation or warranty of any kind, except as expressly set forth in Sta_4 of this Assignment or Section 3 of the Letter Agreement. I. Except as listed on Schedule 3 hereto, (a) Assignor has not granted any Liens on any of the Assets, (b) there are no Liens en any of the Assets as a result of a failure by Koch Industries, Inc., Assignor or any other subsidiary of Koch Industries, Inc. to pay income, margin, franchise or similar taxes, and (e) Assignor has not directly assigned, transferred, conveyed or otherwise disposed of any beneficial or record interest in or to all or any of the Assets (including any profit interests, overriding royalty or other royalty interests) other than sales of hydrocarbons in the ordinary course of business. 2. This Assignment is subject to the Letter Agreement and the capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Letter Agreement. To the extent of any conflict between the terms and conditions of this Assignment and those set forth in the Letter Agreement, the terms and provisions of the Letter Agreement shall control as set forth more fully therein. FOR PURPOSES OF NOTICE TO THIRD PARTIES, ASSIGNOR AND ASSIGNEE EXPRESSLY REPRESENT AND ACKNOWLEDGE THAT A THIRD PARTY MAY RELY ON THE DESCRIPTIONS OF THE ASSETS CONTAINED HEREIN FOR PURPOSES OF DETERMINING TITLE "THERETO. 3. EXCEPT AS EXPRESSLY REPRESENTED OTHERWISE IN SECTION I OF THIS ASSIGNMENT OR IN SECTION 3 OF THE LETTER AGREEMENT, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, (A) ASSIGNOR DOES NOT MAKE, ASSIGNOR EXPRESSLY DISCLAIMS, AND ASSIGNEE WANES, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IN THIS ASSIGNMENT, THE LETTER AGREEMENT OR ANY OTHER INSTRUMENT, AGREEMENT OR CONTRACT DELIVERED HEREUNDER OR IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREUNDER OR THEREUNDER, INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED AS TO (I) TITLE TO ANY OF THE ASSETS, (II) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY GEOLOGICAL, SEISMIC DATA, RESERVE DATA, RESERVE REPORTS, RESERVE INFORMATION (ANY ANALYSIS OR INTERPRETATION THEREOF) RELATING TO THE ASSETS, (III) THE QUANTITY, QUALITY OR RECOVERABILITY OF HYDROCARBONS IN OR FROM THE ASSETS, (IV) THE EXISTENCE OF ANY PROSPECT, RECOMPLETION, INFRA, OR STEP -OUT DRILLING OPPORTUNITIES, (V) ANY ESTIMATES OF THE VALUE OF THE ASSETS OR FUTURE REVENUES GENERATED BY THE ASSETS, (VI) THE PRODUCTION OF PETROLEUM SUBSTANCES FROM THE ASSETS, OR WHETHER PRODUCTION HAS BEEN CONTINUOUS, OR IN PAYING QUANTITIES, OR ANY PRODUCTION OR DECLINE RATES, (VII) THE MAINTENANCE, REPAIR, 3928037 041291201311:38 AM Page 4 of 21 CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE ASSETS, (VIII) INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT, OR (IX) ANY OTHER RECORD, FILES OR MATERIALS OR INFORMATION (INCLUDING AS TO THE ACCURACY, COMPLETENESS OR CONTENTS OF ANY RECORDS) THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO ASSIGNEE OR ITS AFFILIATES, OR ITS OR THEIR STOCKHOLDERS, MEMBERS, PARTNERS, OFFICERS, MANAGERS, DIRECTORS, EMPLOYEES, AGENTS, LENDERS, ADVISORS, REPRESENTATIVES, ACCOUNTANTS, ATTORNEYS, AND CONSULTANTS, AND EACH OF THEIR SUCCESSORS AND ASSIGNS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE LETTER AGREEMENT OR ANY DISCUSSION OR PRESENTATION RELATING THERETO, AND (II) ASSIGNOR FURTHER DISCLAIMS, AND ASSIGNEE WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR ANY EQUIPMENT, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT EXCEPT AS EXPRESSLY SET FORTH IN SECTION I OF THIS ASSIGNMENT AND IN SECTION 3 OF THE LETTER AGREEMENT, THE ASSETS ARE BEING TRANSFERRED "AS IS, WHERE IS," WITH ALL FAULTS AND DEFECTS, AND THAT ASSIGNEE HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS ASSIGNEE DEEMS APPROPRIATE. 4. Effective as of the Effective Time, each Party hereby terminates all of the contracts and agreements set forth on Aooendix I hereto. 5. Effective as of the Effective Time, the Assets are hereby merged into any and all joint interests, co -tenant interests and other undivided interests of Assignee in and to the Assets. 6. Notwithstanding Assignee's right to assign all or part of the Assets to third parties, Assignee shall remain fully responsible and liable for fulfillment of all the obligations and liabilities imposed herein, and for compliance with all terms and conditions established herein and in the Letter Agreement, whether express or implied. 7. This Assignment is made with full substitution and subrogation of Assignee in and to all covenants and warranties by others heretofore given or made in respect of the Assets or any part thereof. 8. This Assignment shall be binding upon and inure to the benefit of the Parties and their respective heirs, assigns, successors and transferees. 9. THIS ASSIGNMENT AND THE DOCUMENTS DELIVERED PURSUANT HERETO AND THE LEGAL RELATIONS BETWEEN THE PARTIES SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD DIRECT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. 3928037 04/29/2013 11:38 AM Page 5 of 21 10. All Appendices and Schedules attached hereto are hereby made part hereof and incorporated herein by this reference. References in such Appendices or Schedules to instruments on file in the public records are notice of such instruments for all purposes. 11. Where separate assignments of the Assets have been or will be executed for filing with, and approval by, applicable governmental authorities, any such separate assignments (a) shall evidence this Assignment and assignment of the applicable Assets herein made and shall not constitute any additional Assignment or assignment of such properties, (b) are not intended to modify, and shall not modify, any of the terms, covenants and conditions or limitations on warranties set forth in this Assignment and arc not intended to create, and shall not create, any representations, warranties or additional covenants of or by Assignor to Assignee and (c) shall be deemed to contain all of the terms and provisions of this Assignment, as fully and to all intents and purposes as though the same were set forth at length in such separate assignments. 12. This Assignment is intended to be recorded and filed of record. To facilitate recordation, there are omitted from the Appendices or Schedules to this Assignment in certain counterparts descriptions of property located in recording jurisdictions other than the jurisdiction (tax district, county, parish, state, or federal agency) in which the particular counterpart is to be filed or recorded. 13. Each Party covenants and agrees to execute and deliver to the other Party all such additional reasonable instruments and other documents and will do all such other reasonable acts and things as may be necessary to more fully assure to Assignee or its successors or assigns, all of the respective properties, rights and interests herein and hereby granted or intended to be granted, including, without limitation, executing separate assignments of individual oil, gas and mineral leases or interests therein, which are included in the Assets and which are necessary to facilitate the recognition of Assignee's ownership of the Assets. 14. This Assignment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute, but one and the same Assignment. [Remainder of Page Intentionally Left Blank Signature Page to Follow.] 5 3928037 04/29/2013 11:38 AM Page 6 of 21 IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly executed on the date set above, but effective for all purposes as of the Effective Time, ASSIGNOR: KOCH EXPLORATION COMPANY, LLC STATE OF COUNTY OF Namc: By: Dale G. Schlinsog Title: President ACKNOWLEDGMENT ; TO -WIT: The \foreegoin instrument was acknowledged before me this /t of April, 2013 by latle 7/,n5/ (name of officer or agent, title of officer or agent) of KOCH EXPLORATION COMPANY, LLC, a Delaware limited liability company, on behalf of said limited liability company. [NOTARY SEAL] Belinda Jo kerb Notary Nam State of Coto aoc Notary l0 O" 151/21, 2016 Ny Cunmaswn kxt..r199r ,:(1- Notary Pukli -T Name: ctJ ii 2 let's My Commission Expires: / /21/20/ b Signature Page to Assignment, Conveyance and Bill of Sale 3928037 04/29/2013 11:38 AM Page 7 of 21 W 8 0 O Fr z O E. a g w d z 4. r z V W O RECORDING INFORMATION Book 4u07, Page 147 at Rec. No. 030115219 nook 52,1Page 653 at Rec. No. 030362871 Koch Colorado Boulder 3U/ls/tyn Book 1515 at Re,. Exploration No. 01555138 Company z an N c O P N COUNTY I 7c hil t " ° a o V O tn co Koch Exploration Company Koch Exploration Company INSTRUMENT EFFECTIVE ASSIGNOR DATE Gerrity Oil & Gas Corporation Patina Oil & Gas Corporation Gerrity Oil & Gas Corporation 0 o a o r a,_ a vl rn a, Assignment, Bill of Sale and Reservation of Production Payment Amendment to Assignment, Bill of Sale and Reservation of Production Payment Assignment, Bill of Sale and Reservation of Production Payment o oop F per., N 3928037 04/291201311.38 AM Page 8 of 21 0 0 s 3 cts O O m VCg7 3928037 04/29/2013 11:38 AM Page 9 of 21 0 00 4F O i Lig Amendment to 6/1/1997 Koch Patina Oil& Colorado weld u12/IYY Rao. flu.<».)„u Assignment, Bill of Exploration Gas Sale and Reservation Company Corporation of Production . Payment F A O N a. H h w prl z to INSTRUMENT EFFECTIVE I ASSIGNOR DATE 3928037 04/29/2013 11:38 AM Page 10 of 21 PART B —LANDS Adams County, Colorado Township 1 South, Range 67 West Section 4: All Township 1 South, Range 68 West Section 2: All Section 11: All Section 14: All Section 22: All Section 23: All Above described lands are subject to the terms of the Subject Instruments described on Part A of this Schedule I. Broomfield County, Colorado (Formerly known as Adams County, Colorado) Township 1 South, Range 68 West Section 4: All Section 6: All Section 8: All Section 17: All Section 18: All Section 19: All Above described lands are subject to the terms of the Subject Instruments described on Part A of this Schedule I. Boulder County, Colorado Township 1 North, Range 69 West Section 2: All Section 3: All Section 4: All Section 10: Al Section 14: Al Section 15: Al Section 17: Al Section 20: Al Section 22: Al Section 23: Al Section 24: Al Section 25: Al Section 26: Al Section 27: Al Section 35: Al Section 36: Al Schedule 1 Page 4 3928037 04/29/2013 11:38 AM Page 11 of 21 Township 1 South, Range 69 West Section 1: All Section 11: All Section 14: All Section 15: All Section 22: All Township 1 South, Ranee 70 West Section [3: All Township 2 North, Range 69 West Section 14: Al Section 28: Al Section 33: Al Section 34: Al Section 35: Al Section 36: Al Above described lands are subject to the terms of the Subject Instruments described on Part A of this Schedule I. Broomfield County, Colorado (Formerly known as Boulder County, Colorado) Township 1 South, Range 69 West Section 24: All Above described lands are subject to the terms of the Subject Instruments described on Part A of this Schedule L Adams and Broomfield Counties, Colorado Township 1 South, Range 68 West Section 9: All Section 10: All Section 15: All Above described lands are subject to the terms of the Subject Instruments described on Part A of this Schedule L Boulder and Broomfield Counties, Colorado Township 1 South, Range 69 West Section 12: All Section 13: All Section 21: All Section 23: All Schedule I Page 5 3928O37 O4/29/2O13 11:38 AM Page 12 of 21 Above described lands are subject to the terms of the Subject Instruments described on Part A of this Schedule I. Weld County, Colorado Township 1 North, Range 66 West Section 15: All Section 16: All Section 22: All Township 1 North, Range 67 West / E 01 QLf Section 6: All LE Township 1 North, Range 68 West Section 6: All Section 31: All Township 2 North, Range 65 West Section 6: All Section 8: All Section 20: All Township 2 North, Range 66 West Section 4: All Section 28: All Section 29: All Section 31: All Township 2 North, Range 67 West Section 16: All Section 20: All Section 36: All Township 2 North, Range 68 West Section 12: Al — Section 13: Al L. Section 24: Al Section 26: Al Section 27: Al Section 31: Al Township 3 North, Range 64 West Section 2: All Section 4: All Section 9: All Section 10: All Section 14: All Schedule 1 Page 6 To [\j,O. P e. TO 11\6 i\ s t 1 3928037 04/29/2013 11:38 AM Page 13 of 21 Section 15: Ai Section 16: A. Section 17: A Section 19: A Section 22: A Section 24: A Section 25: A Section 28: A Section 31: A Section 36: A Township 3 North, Range 65 West Section 6: All Section 12: All Section 14: All Section 16: MI Section 18: All Section 19: All Section 21: All Section 34: All Section 35: All Section 36: All Township 3 North, Range 66 West Section 3: All Section 4: All Section 6: MI Section 7: All Section 11: All Section 12: All Section 16: All Section 17: All Lt D 1 O1 I Section 19: All a Township 3 North, Range 67 West Section 26: All Section 27: All Township 3 North, Section 14: All Township 4 North, Section 5: All Section 24: All Section 27: All Section 32: All Range 68 West Range 64 West Schedule 1 Page 7 3928037 04/29/2013 11:38 AM Page 14 of 21 Township 4 North, Range 65 West Section 6: All Section 7: All Section 30: All Township 4 North, Range 66 West Section 1: All Section 4: All Section 5: All Section 21: All Section 33: All Section 34: All Township 5 North, Range 63 West Section 18: All Section 19: AU Section 30: All Section 31: All Section 32: All Township 5 North, Range 64 West Section 8: All Section 13: All Section 15: All Section 16: All Section 18: All Section 29: All Township 5 North, Range 65 West Section 21: All Section 22: All Section 27: All Township 5 North, Range 66 West Section 23: All Section 27: All Section 33: All Township 6 North, Range 65 West Section 34: All Section 36: All Above described lands are subject to the terms of the Subject Instruments described on Part A of this Schedule L Schedule 1 Page 8 3928037 04/29/2013 11:38 AM Page 15 of 21 SCHEDULE 2 TO ASSTCNMENT, CONVEYANCE AND BILL OF SALE CONTRACTS I. KN/Gerrity Agreement, dated March 5, 1993 2. Gas Purchase and Processing Agreement, dated August 26,1985 with ANGI • 3. Gas Sales and Purchase Contract dated January 1, 1991 with Midland Gas Processors, Inc. 4. Gas Sales and Purchase Contract dated January 21, 1991 with Energy Pipeline Corporation (Snyder) 5. Gas Purchase and Processing Agreement dated November 7, 1990 with ANGI (executed copy) 6. KN Energy Gas Gathering and Purchase Proposal dated March 5, 1993 7. KN front Range Gathering and UPRC Gas Gathering Agreement, dated March 29, 1993 8. Natural Gas Associations, Inc. ("ANGI") and Unioil Amended and Restatement of Gas Processing Agreement dated May 6, 1986 9. Natural Gas Associations, Inc. ("ANGI") and Martin Exploration Gas Purchase and Processing Agreement dated September 5, 1984 10. Associated Natural Gas, Inc. and The Saracen Company Gas Purchase and Processing Agreement dated November 30, 1988 11. Associated Natural Gas, Inc. and Gerrity Oil & Gas Corporation Gas Purchase and Processing Agreement dated October 30, 1990 12. Associated Natural Gas, Inc. and Gerrity Oil & Gas Corporation Gas Purchase and Processing Agreement dated August 22, 1990 13, Associated Natural Gas, Inc. and Gerrity Oil & Gas Corporation Gas Purchase and Processing Agreement dated July 16, 1992 14. Vessels Processing Agreements dated December 2, 1994 4500 MMBtu/day 1000 MMBtu/day Schedule 2 Page 1 3928037 04/29/2013 11:38 AM Page 16 of 21 15. Vessels Letter Agreement dated April 11, 1995 5000 MMBtu/day 16. All Joint Operating Agreements Associated with the wells where Assignor and Assignee Own Less than 100% Working Interest, including those described in the Subject Instruments, which such descriptions are incorporated herein by reference. # Gerrity Contract Effective Date Parties to the Contract ANGI Number Contract # 17. 1GAS19ANG November 5, 1984 ANGI/MARTIN GPA 019.BT 18. IGAS100ANG May 12, 1986 NGA/UNIOIL GPA 100.K 19. IGAS138ANG August 30, 1986 ANGUGERR17'Y CPA 138.K 20. IGAS178ANG December 1, 1988 ANGUSARACEN GPA 178.K 21. 1GAS228ANG August 28, 1990 ANGUGERRITY GPA228.K 22. 1GAS235ANG November 7, 1990 ANGI/GERRITY GPA 235.K 23 1 GAS264ANG July 21, 1992 ANGI/GERRITY GPA 264.K 24. Well Abandonment and No Surface Occupancy Agreement, effective August 20, 2012, by and among Noble Energy, Inc., Koch Exploration Company, LLC and Bayou Development Corp., including, but not limited to, the Memorandum of' Agreement and Acknowledgments. Schedule 2 Page 2 3928037 04/29/2013 11:38 AM Page 17 of 21 SCHEDULE 3 TO ASSIGNMENT, CONVEYANCE AND BILL OF SALE PERMITTED ENCUMBRANCES 1. The terms of Contracts, the Leases, any rights of way, servitudes, overriding royalty (and similar burdens), roadways and other Contracts, rights, privileges or benefits appertaining to the Subject Interests, to the extent that the terms thereof do not, individually or in the aggregate materially detract from the value or materially interfere with the use, ownership or operation of the Assets. 2. Rights of first refusal, preferential purchase rights and similar rights with respect to the Assets that are not triggered or required in connection with the transactions contemplated hereunder. 3. Any third party consent requirements and similar restrictions. 4. Liens for taxes or assessments not yet delinquent or, if delinquent, being contested in good faith by appropriate actions. 5. Materialman's, warehouseman's, workman's, carrier's, mechanic's, vendor's, repairman's, employee's, contractor's, operator's Liens, construction Liens and other similar Lions arising in the ordinary course of business for amounts not yet delinquent (including any amounts being withheld as provided by law), or if delinquent, being contested in good faith by appropriate actions. 6. Liens created under the terms of the Leases, the Contracts or any rights of way, servitudes, overriding royally (and similar burdens), roadways and other contracts, agreements, rights, privileges or benefits appertaining to the Wells and Subject Interests that, in each case, arc for amounts not yet delinquent (including any amounts being withheld as provided by law), or if delinquent, being contested in good faith by appropriate actions. 7. Rights of reassignment arising upon final intention to abandon or release the Assets, or any of them. 8. Easements, rights -of -way, covenants, servitudes, permits, surface leases, conditions, restrictions, and other rights included in or burdening the Assets for the purpose of surface or subsurface operations, roads, alleys, highways, railways, pipelines, transmission lines, transportation lines, distribution lines, power lines, telephone lines, removal of timber, grazing, logging operations, canals, ditches, reservoirs, and other like purposes, in each case, to the extent they do not materially detract from the value of or materially interfere with the use, operation or ownership of the Assets subject thereto or affected thereby for the purposes of oil and gas development. Schedule 3 Page 1 3928037 04/29/2013 11:38 AM Page 18 of 21 9. All applicable laws and rights reserved to or vested in any governmental authorities (a) to control or regulate any of the Assets in any manner, (b) to assess tax with respect to the Assets, the ownership, use or operation thereof, or revenue, income or capital gains with respect thereto, or (c) by the terms of any right, power, franchise, grant, license or permit, or by any provision of law, to terminate such right, power, franchise grant, license or permit or to purchase, condemn, expropriate or recapture or to designate a purchaser of any of the Assets. 10. Burdens, obligations, condemnations and duties under all applicable laws of any such governmental authority or under any franchise, grant, ordinance license, or permit issued by any governmental authority. 11. That certain Well Abandonment and No Surface Occupancy Agreement dated January 21, 2011 among Sola, Inc. and Koch Exploration Company, LLC filed in Boulder County, Colorado on February 2, 2011 under Rec. No. 03130650, such agreement relating to the plugging & abandonment of the Ralph Carr 1-11 well located in the 525W4-11-TIS-R69W. 12. That certain Rule and Order dated October 11, 2005 regarding Case No. 2003 -CV -147, filed in Broomfield County, Colorado on January 2, 2004 under Rec. No. 2005015674, between the City and County of Broomfield, as Petitioner, and Patina Oil & Gas Corporation, Pulte Home Corporation, Koch Exploration Company, LLC, FICA Koch Exploration Company, et al, as Respondents. 13. That certain Notice of Lis Pendens dated November 8, 2011 regarding Civil Action No. 01 CV 2191, Division C, filed in Adams County, Colorado on November 15, 2001 under Rec. No, 030887200, between Northwest Parkway Public Highway Authority, as Petitioner, and Pulte Home Corporation, Patina Oil & Gas Company, Koch Exploration, et al, as Respondents. 14. That certain Assignment of Wellbore and Partial Assignment of Leases dated effective as of April I, 2000 from Patina Oil & Gas Corporation and Koch Exploration Company to E-470 Public Highway Authority filed in Adams County, Colorado on June 28, 2001 under Rec. No. 030820659. 15. That certain Assignment and Bill of Sale dated effective as of September 30, 2000 from Koch Exploration Company to Patina Oil & Gas Corporation filed in Weld County, Colorado on October 9, 2000 under Rec. No. 2799108. 16. That certain Assignment and Bill of Sale dated effective as of January 1, 2002 from Patina Oil & Gas Corporation and Koch Exploration Company, LLC to Chandler Energy, LLC filed in Broomfield County, Colorado under Rec. No. 2002001832. 17. That certain Assignment and Bill of Sale dated effective as of December 24, 2003 from Patina Oil & Gas Corporation and Koch Exploration Company, LLC. to Pulte Home Corporation filed in Broomfield County, Colorado under Rec. No. 2004000068. Schedule 3 Page 2 3928037 04/29/2013 11:38 AM Page 19 of 21 18. The terms of any contracts or agreements with respect to which Assignee acted as a facilitator, a co -participant or administrator in connection with the establishment, negotiation, execution or administration thereof. Schedule 3 Page 3 3928O37 O4/29/2O1311:38 AM Page 2O of 21 APPENDIX I TO ASSIGNMENT, CONVEYANCE AND BILL OF SALE TER:VIIN.ATED CONTRACTS Purchase and Sale Agreement dated October 13, 1995 by and between Noble Energy, Inc. (as successor -by -merger to Gerrity Oil & Gas Corporation) and Koch Exploration, LLC (as successor -by -merger to Koch Exploration Company), as amended by that certain Letter Agreement Amendment dated May 30, 1997 and that certain Letter Agreement Amendment dated January 5, 1998 and as may have been further amended. 2. Administration Services Agreement dated effective as of October I5, 1995 by and between Koch Exploration, LLC (as successor -by -merger to Koch Exploration Company) and Noble Energy, Inc. (as successor -by -merger to Gerrity Oil & Gas Corporation), as amended. 3. Oil and Gas Purchase Agreement dated as of October 13, 1995 by and between Noble Energy, Inc. (as successor -by -merger to OTT, Inc. and Gerrity Oil & Gas Corporation) and Koch Exploration, LLC (as successor -by -merger to Koch Exploration Company), as amended. 4. Memorandum of Oil and Gas Purchase Agreement dated effective as of October 15, 1995 by and between Noble Energy, Inc. (as successor -by -merger to OTT, Inc. and Gerrity Oil & Gas Corporation) and Koch Exploration, LLC (as successor -by -merger to Koch Exploration Company) and filed and recorded of record with the County Clerks of (a) Adams County, Colorado on October 13, 1995 under Rec. No. 030115223 at Book 4607, Page 275, (b) ) Boulder County, Colorado on October 13, 1995 under Rec. No. 01555138 at Book 1515 and (c) Weld County, Colorado on October 13, 1995 under Rec. No. 2459538 at Book 1515. 5. Operating Agreement, dated October 13, 1995, between Noble Energy, Inc. (as successor -by -merger to Gerrity Oil & Gas Corporation) and Koch Exploration, LLC (as successor -by -merger to Koch Exploration Company). 6. Side Letter Agreement, dated October 13, 1995, between Noble Energy, Inc. (as successor -by -merger to Gerrity Oil & Gas Corporation) and Koch Exploration, LLC (as successor -by -merger to Koch Exploration Company), Regarding Monthly Well Overhead Fee ("COPAS"). 7. Side Letter Agreement, dated October 13, 1995, between Noble Energy, Inc. (as successor -by -merger to Gerrity Oil & Gas Corporation) and Koch Exploration, LLC (as successor -by -merger to Koch Exploration Company), Regarding Waneka #1 Well. 9. KNGM Spot residue contract for gas at Ft. Lupton, April I, 1995 through March 31, 1996. Appendix I — Page 1 01304X1837107.00a5/rl14354.10 3928037 04/29/201311:38 AM Page 21 of 21 10. Reservation of Production Payment, dated October 15, 1995, between Noble Energy, Inc. (as successor -by -merger to Gerrity Oil & Gas Corporation) and Koch Exploration, LLC (as successor -by -merger to Koch Exploration Company). Appendix I — Page 2 0B61/11137107.00051a2 14384 10 0985000 -WELD COUNTY COLORADO N N N N N N N C C C C C C C nowa)E E E E E E E cc c CCc C m rn m 0) m m m N N N WNN N' 0)0)0 00 0 0 1- r r N- N { r- r r co r r r O (+) m'.00C O co) r N r r .0 r 0 z O Z a a0 > 0 O y F a re Z ro O X J O O 0 a tt H a oCO0 GERRITY OIL & GAS CORP U Z >- (5 a w W O Z OU a O 0 w a Z J O W F ¢ O a Z O O II- z0 a CO O ¢ 0 ro CC J W Z W w Z. z ¢ O as 0_ LT 0 0, ¢ 0O O U U o< F H .F 4 z Z z Z Z W W_i WI-. 0022_10Z F H w 0 Z 0 a a a a ¢¢ a OOzZaz a a¢ a 0¢ a z z O z a 0 0 0 0 O z '.. 00QRZOo. 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N 0 0 moo) o ' o z z 0 0 a a a a 0 0 0 0 mw a ¢ (9 O a) % O a a 0 0 U O a 0 55-1 b Dr aaF w w:¢ 0 CD 0_ O ' 0 O 3a a w OW X o o w ww F Z W mz 0. Z y w K 0 0 0 0 e m N `o a r N N 00 O027032000 O 0 O N WELD COUNTY LANDFILL INC Hello