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Steve Moreno gl ere a d geoorotle§4yelyaCo tY co I
/ ASSIGNMENT,CONVEYANCE AND BILL OF SALE
THIS ASSIGNMENT, CONVEYANCE AND BILL OF SALE(this "Assignment'),
is made and entered this 29ih day of June,2012,but is effective as of April 1,2012,at 7:00 a.m.
Central Daylight Time (the "Effective Time"), from MERIT MANAGEMENT PARTNERS I,
L.P., MERIT ENERGY PARTNERS III, L.P. and MERIT ENERGY PARTNERS D-III, L.P.,
each a Delaware limited partnership(collectively, `Assignor"),whose addresses are 13727 Noel
Road, Suite 500, Dallas, Texas 75240, and PDC Ener Inc. a Nevada corporation
("Assignee"),whose address is 1775 Sherman Street,Suite 3000,Denver,Colorado 80203.
WITNESSETH•
This Assignment is made pursuant to the terms of that certain Purchase and Sale
Agreement dated May I I,2012 by and among Assignor and Assignee(as amended from time to
time, the "Purchase and Sale Agreement"). All capitalized terms used but not otherwise
'I defined herein shall have the respective meanings ascribed to them in the Purchase and Sale
Agreement.
That Assignor,for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, does hereby sell, transfer, assign, and convey to Assignees, all of
Assignor's right, title, interest and estate, real or personal, recorded or unrecorded, movable or
immovable,tangible or intangible,in and to the following(less and except the Excluded Assets,
as such term is defined below)(collectively,the"Assets"):
(a) All of the oil and gas leases,subleases and other leaseholds described on Exhibit
A, together with all amendments, supplements, renewals, extensions or ratifications thereof
(collectively, the "Leases"), and all mineral interests, royalty interests. overriding royalty
interests,net profits interests, carried interests, farmout rights, options,and other properties and
interests covering or relating to the Leases,together with each and every kind and character of
right,title, claim, and interest that Assignor has in and to the lands covered by the Leases or the
(_ lands currently pooled,unitized,comniunitized or consolidated therewith(the"Lands");
`-- (b) All oil, gas, water, disposal or injection wells located on or associated with the
Lands,whether producing,shut-in,or temporarily abandoned,including the wells that are shown
on Exhibit A-1 (even if the wells on Exhibit A-I are not located on or associated with the
Lands),whether producing,shut-in,or temporarily abandoned;
(c) All interest of Assignor derived from the Leases in or to any pools or units which
include any Lands or all or a part of any Leases or include any Wells, including (even to the
extent not located on the Lands) those pools or units shown on Exhibit A-I (the "Units"; the
Units, together with the Leases, Lands and Wells, being hereinafter referred to as the
"Properties"), and including all interest of Assignor derived from the Leases in production of
Hydrocarbons from any such Unit, whether such Unit production of Hydrocarbons comes from
Wells located on or off of a Lease, and all tenements, hereditaments and appurtenances
belonging to the Leases and Units;
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(d) All contracts, agreements and instruments that relate to or are otherwise
_ applicable to the Properties, only to the extent such contracts are valid and existing and
applicable to the Properties rather than Assignor's other properties, including but not limited to,
operating agreements, unitization, pooling and communitization agreements, declarations and
orders, joint venture agreements, farmin and farmout agreements, exploration agreements,
participation agreements, exchange agreements, transportation or gathering agreements,
agreements for the sale and purchase of oil,gas,casinghead gas or processing agreements to the
extent applicable to the Properties or the Hydrocarbons produced from the Properties,including
but not limited to those identified on Schedule I.2(d) (hereinafter collectively referred to as
"Contracts"), but excluding any contracts, agreements and instruments to the extent transfer is
restricted by third-party agreement or applicable Law and the necessary consents to transfer are
not obtained pursuant to Schedule 7.7 of the Purchase and Sale Agreement and provided that
"Contracts"shall not include the instruments constituting the Leases or Easements;
(e) All easements, permits, licenses, servitudes, rights-of-way, surface leases and
other surface rights ("Easements")appurtenant to,and used or held for use in connection with
the Properties (including those identified on Schedule 1.2(e)), but excluding any permits and
other rights to the extent transfer is restricted by third-party agreement or applicable Law and the
necessary consents to transfer are not obtained pursuant to Schedule 7.7 of the Purchase and Sale
Agreement;
(f) All equipment, machinery, fixtures and other tangible personal property
improvements located on the Properties owned by Assignor and used orheldfor se ad
connection with the operation of the Properties (other than vehicles which are addressed
specifically by Schedule 1.2(k) of the Purchase and Sale Agreement) (collectively,
"Equipment');
(g) All flow lines,pipelines, gathering systems and appurtenances thereto located on
the Properties or used, or held for use, in connection with the operation of the Properties
("Pipelines"and,together with the Equipment and Wells,"Personal Property");
(� (h) All Hydrocarbons produced from or attributable to the Leases, Lands, Wells and
``: Units from and after the Effective Time;
(i) All Imbalances;
(j) All lease files; land files;well files;gas and oil sales contract files; gas processing
files;division order files;abstracts;title opinions;land surveys;logs;maps;en
reports; interpretive data, technical evaluations g P ,engineering books,
data and and technical outputs; and other books, records,
data,files,and accounting records,in each case to the extent related to the Assets,or used or held
for use in connection with the maintenance or operation thereof, but excluding (i) any books,
records, data, files, logs, maps, evaluations, outputs, and accounting records to the extent
disclosure or transfer would result in a violation of applicable Law or is restricted by any
Transfer Requirement that is not satisfied pursuant to Section 7.7 of the Purchase and Sale
Agreement, (ii)computer or communications software or intellectual property (including tapes,
codes,data and program documentation and all tangible manifestations and technical
information
relating thereto), (iii)attorney-client privileged communications and work product of Assignor's
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or any of its Affiliates' legal counsel (other than title opinions), (iv) reserve studies and
evaluations, and (v)records relating to the negotiation and consummation of the sale of the
CAssets(subject to such exclusions,the"Records");provided, however, that Assignor may retain
the originals of such Records as Assignor has reasonably determined may be required for
existing litigation,tax,accounting,and auditing purposes;
(k) Those vehicles specifically listed on Schedule 1.2(k);
(I) All Geological Data;and
(m) All claims and causes of action (i) arising from acts, omissions or events or
damage to or destruction of any property described in subsections (a) through (1) above with
respect to all periods prior to and after the Effective Time or related to Purchaser's Assumed
Obligations,and(ii) for insurance proceeds from any policy of insurance now or previously held
by Assignor that are or may potentially provide recovery for any of the Purchaser Assumed
Obligations or Environmental Liabilities,regardless of when they arise;and
(n) Commercial office lease for 1221 40th Street,Evans,Colorado 80620 and,except
to the extent provided in Section 1.3(k) of the Purchase and Sale Agreement, all personal
property located on such premises.
provided, however, that notwithstanding the foregoing, the Assets shall not include, and
Assignor hereby reserves and retains,all of the Excluded Assets.
TO HAVE AND TO HOLD to Assignee,its successors and assigns,forever,subject to
the Permitted Encumbrances, as such term is defined in the Purchase and Sale Agreement,and
the other terms and provisions hereof and of the Purchase and Sale Agreement referred to below.
This Assignment is made by Assignor and accepted by Assignee subject to the following
terms and conditions:
1. Effective Time. This Assignment shall be effective as of the Effective Time.
2. Purchase and Sale Agreement. This Assignment is expressly made subject to the
C�. Purchase and Sale Agreement. The Purchase and Sale Agreement contains certain rights,
obligations,representations, warranties and covenants between Assignor and Assignee, some of
which survive the delivery of this Assignment,as provided in the Purchase and Sale Agreement,
and shall not be merged into this Assignment or otherwise negated by the execution and delivery
of this Assignment. This Assignment is not intended to, and does not, in any manner enlarge,
diminish or modify the rights, obligations, representations, warranties or covenants of Assignor
and Assignee under the Purchase and Sale Agreement. In the event of a conflict between this
Assignment and the Purchase and Sale Agreement, the Purchase and Sale Agreement shall
control. Capitalized terms used and not otherwise defined herein are used with the meanings
given thereto in the Purchase and Sale Agreement.
3. Disclaimers.
EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THE
PURCHASE AND SALE AGREEMENT, CONFIRMED IN THE CERTIFICATE OF
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ASSIGNOR TO BE DELIVERED PURSUANT TO SECTION 9.2(c) OF THE PURCHASE
AND SALE AGREEMENT, OR IN SECTION 4 HEREOF, (i) ASSIGNOR MAKES NO
CI
OR WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, AND
(ii) ASSIGNOR EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR
ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR
COMMUNICATED (ORALLY OR IN WRITING) TO ASSIGNEE OR ANY OF ITS
(INCLUDING, WITHOUT LIMITATION, ANY ES, AGENTS, CONSULTANTS OPNION INFORMATION, PROJECTION
OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ASSIGNEE BY ANY OFFICER,
DIRECTOR,EMPLOYEE,AGENT,CONSULTANT,REPRESENTATIVE OR ADVISOR OF
ASSIGNOR OR ANY OF ITS AFFILIATES). EXCEPT AS EXPRESSLY REPRESENTED
OTHERWISE IN ARTICLE 5 OF THE PURCHASE AND SALE AGREEMENT,
CONFIRMED IN THE CERTIFICATE OF ASSIGNOR TO BE DELIVERED PURSUANT TO
SECTION 9.2(c) OF THE PURCHASE AND SALE AGREEMENT, OR IN SECTION 4
HEREOF, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
ASSIGNOR EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY,
EXPRESS, STATUTORY OR IMPLIED, AS TO (i) TITLE TO ANY OF HE ASSETS, (ii)
THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM,
OR ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY
GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE
ASSETS, (iii) THE QUANTITY, QUALITY OR RECOVERABILITY OF PETROLEUM
SUBSTANCES IN OR FROM THE ASSETS, (iv) ANY ESTIMATES OF THE VALUE OF
THE ASSETS OR FUTURE REVENUES BY THE ASSETS, (v) THE
PRODUCTION OF HYDROCARBONS FROM E THE ASSETS,
SSETS, (vi) THE MAINTENANCE,
REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF
THE ASSETS, (vii) THE CONTENT, CHARACTER OR NATURE OF ANY DESCRIPTIVE
MEMORANDUM,REPORTS,BROCHURES,CHARTS OR STATEMENTS PREPARED BY
THIRD PARTIES, (viii) ANY OTHER MATERIALS OR INFORMATION THAT MAY
HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO ASSIGNEE OR ITS
AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS,
REPR�^ CONTEMPS LATED BY R THE ADVISORS PURCHASE AND T SALE ION WITH AGREEMENTN OR TANY
DISCUSSION OR PRESENTATION RELATING THERETO, OR (ix) ANY IMPLIED OR
EXPRESS WARRANTY OF FREEDOM FROM PATENT OR TRADEMARK
INFRINGEMENT. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4 HEREOF
ASSIGNOR FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY,
EXPRESS, STATUTORY OR IMPLIED, OF MERCHANTABILITY, FREEDOM FROM
LATENT VICES OR DEFECTS, FITNESS FOR A PARTICULAR PURPOSE OR
CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY ASSETS, RIGHTS
OF ASSIGNEE UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF
CONSIDERATION OR RETURN OF THE PURCHASE PRICE, IT BEING EXPRESSLY
UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT ASSIGNEE SHALL BE
DEEMED TO BE OBTAINING THE ASSETS IN THEIR PRESENT STATUS, CONDITION
AND STATE OF REPAIR, "AS IS"AND "WHERE IS" WITH ALL FAULTS OR DEFECTS
(KNOWN OR UNKNOWN, LATENT, DISCOVERABLE OR UNDISCOVERABLE), AND
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Steve Moreno, Clerk and Seeorder, Weld County, CO
�IIII '+PGIhFIs'!,b{41,Iih6�14G1lirtiOnitt1h411Ne1IIill
THAT ASSIGNEE HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS
{{{� ASSIGNEE DEEMS APPROPRIATE.
cm' Assignor and Assignee agree that, to the extent required by applicable Law to be
effective,the disclaimers of certain representations and warranties contained in this Section 3 are
"conspicuous"disclaimers for the purpose of any applicable Law.
4. Special Warranty of Title. This Assignment is made, executed, and delivered without
warranty of title,either express or implied,even as to a return of the purchase price,except that
Assignor specially warrants and agrees to defend Defensible Title to the Assets against the
claims and demand of all Persons claiming by,through, or under Assignor or its Affiliates, but
not otherwise, up to the Allocated Value thereof and subject to the applicable limitations and
provisions of Article 1 I of the Purchase and Sale Agreement,but with full right of substitution
and subrogation of Assignee in and to all claims Assignor has or may have against all preceding
owners.
5. Assumption by Assignee. In addition to its other obligations under the Purchase and
Sale Agreement,Assignee shall comply with all Laws,Leases,Contracts(including all joint and
unit operating agreements) and prevailing industry standards relating to (a) the plugging,
abandonment and/or replugging of all Wells,including inactive Wells or temporarily abandoned
Wells, included in the Assets, (b) the dismantling or decommissioning and removal of any
Equipment and other property of whatever kind related to or associated with operations and
activities on the Properties or otherwise,pursuant to the Leases or Applicable Contracts and(c)
the clean up, restoration and/or remediation of the property covered by the Leases or related to
the Assets (collectively, the "P&A Obligations"). Subject to the indemnification by certain
members of Assignor under Section 11.4 of the Purchase and Sale Agreement, on the Closing
Date,Assignee shall assume and hereby agrees to fulfill,perform,pay and discharge(or cause to
be fulfilled, performed, paid or discharged) all claims, expenses', liabilities and obligations
relating to (a) the owning, developing, exploring, operating or maintaining of the Assets or the
producing, transporting and marketing of Hydrocarbons from the Assets (including Property
Costs) for all periods prior to and after the Effective Time, excluding the Interim Operations
Liabilities, including, without limitation, the payment of royalties, overriding royalties and
Taxes; (b)Environmental Liabilities whether arising before or after the Effective Time; (c)the
P&A Obligations, (d) the payment of pre and post-Effective Time production sale revenues
attributable to working interests, royalties, overriding royalties and other interests held in
suspense and for which a reduction to the Purchase Price is made, and (e)the restoration and
reclamation of the premises covered by or related to the Assets to the extent required by
applicable agreements and Laws(all of said obligations and liabilities,subject to the exclusions
below,herein being referred to as the"Purchaser's Assumed Obligations");provided, however,
that the Purchaser's Assumed Obligations shall not include, and Assignee shall have no
obligation to assume,any obligations or liabilities of Assignor to the extent that they are Seller's
Retained Obligations.
6. Retention by Assignor. Upon Closing, Assignor retains all claims, costs, expenses,
liabilities and obligations accruing or relating to (a) for the Non-Fundamental Survival Period
only,the owning,developing,exploring,operating or maintaining of the Assets or the producing,
transporting and marketing of Hydrocarbons from the Assets(including Property Costs)prior to
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the Effective Time, except for Environmental Liabilities, but including without limitation the
payment of royalties,overriding royalties and Taxes attributable to the period of time prior to the
Effective Time or measured by production occurring prior to the Effective Time ("Interim
Operations Liabilities"); (b) any personal injury or death, prior to the Closing Date, (c) the
Excluded Assets, (d) Retained Employee Liabilities, (e) any Income Tax measured by or
imposed on the net income of Assignor or any of its Affiliates that was or is attributable to
Assignor's or any of its Affiliate's ownership or an interest in or the operation of the Assets,and
(0 the payment of any amounts attributable to royalties or other interests from the Anderson
Escrow,all of said obligations and liabilities herein being referred to as the"Seller's Retained
Obligations."
7. Subrogation. To the extent permitted by law, Assignee shall be subrogated to
Assignor's rights in and to representations, warranties and covenants given with respect to the
Assets. Assignor hereby grants and transfers to Assignee, its successors and assigns, to the
extent so transferable and permitted by law,the benefit of and the right to enforce the covenants,
representations and warranties, if any, which Assignor is entitled to enforce with respect to the
Assets,but only to the extent not enforced by Assignor.
8. Further Assurances. Assignor and Assignee each agrees to take such further actions
and to execute,acknowledge and deliver all such further documents as are reasonably requested
by the other party for carrying out the purposes of the Purchase and Sale Agreement or of any
document delivered pursuant to the Purchase and Sale Agreement.
9. Further Assignments. Separate governmental form assignments of the Assets may be
executed on officially approved forms by Assignor to Assignee, in sufficient counterparts to
satisfy applicable statutory and regulatory requirements. Those assignments shall be deemed to
contain all of the exceptions,reservations,warranties,rights,titles,power and privileges set forth
herein as fully as though they were set forth in each such assignment. The interests conveyed by
such separate assignments are the same,and not in addition to,the Assets conveyed herein.
10. Covenants Running with the Land. The terms and provisions hereof shall be deemed
to be covenants running with the Lands, Leases, and other interests covered hereby and shall
extend to,bind and inure to the benefit of the parties hereto,their heirs,successors and assigns.
11. Governing Law. This Assignment and the legal relations between the parties shall
be governed by and construed in accordance with the laws of the State of Colorado without
regard to principles of conflicts of laws otherwise applicable to such determinations.
[Signature Page Follows]
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iiii�iP� isai�+iMiiii itiVhNti�Wrt�it IN NI 10
IN WITNESS WHEREOF,this Assignment is executed by the duly authorized officers or
representatives of the parties as of the date first hereinabove written.
ASSIGNOR:
MERIT MANAGEMENT PARTNERS I,L.P.
MERIT ENERGY PARTNERS III,L.P.
By: Merit Management Partners GP,LLC,
general partner SQ��jGgO
By: dQ—'-
Christopher S. Hagge,
Vice President
MERIT ENERGY PARTNERS D-III,L.P.
By: Merit Management Partners I,L.P.,
general partner
•
By:Merit Management Partners GP,LLC,
general partner /
By. Christopher
Vice President
ASSIGNEE:
PDC ENERGY,INC. /�
By:
c
°` "1"
f-A4
Name. ance A.Lauck
Title: Senior Vice President-Corporate Development
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07/05/2012 11:38 AM R Fee:MG21.00Steve aorend- Clerk and Recorder, Weld_
ty. CO
VIII rinthisiANtilnlithl IWNWlarliiktil t II III
STATE OF TEXAS §
§
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COUNTY OF DALLAS §
\ .
BEFORE ME, the undersigned Notary Public, on this day personally appeared Christopher S.
Hagge,known to me to be the person whose name is subscribed to the foregoing instrument and
acknowledged to me that he,being fully authorized to do so,executed and delivered the same as
Vice President of Merit Management Partners GP,LLC, in its capacity as the direct or indirect
general partner of the above listed entities,on the day and year therein mentioned and as the act
and deed of said corporation,for the purpose and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF FICE,this 29th day of lithe,2012.
�'�er Notar Public
r aetery neue,
My Commi ..;...x .c , SiE� ,
• 1ressj°allows
STATE OF TEXAS §
§
COUNTY OF DALLAS §
BEFORE ME,the undersigned Notary Public,on this day personally appeared Lance A. Lauck.
known to me to be the person whose name is subscribed to the foregoing instrument and
acknowledged to me that he,being fully authorized to do so,executed and delivered the same as
Senior Vice President-Corporation Development for PDC Energy,Inc.,a Nevada corporation,on
the day and year therein mentioned and as the act and deed of said corporation, for the purpose
and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OF CE,this 29th day of J e,2012.
C.
Notary P lic
My Commission ex ires
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