HomeMy WebLinkAbout20103475.tiff PC 1 COI 0400-0
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ASSIGNMENT, BILL OF SALE,AND CONVEYANCE
This Assignment, Bill of Sale, and Conveyance (this"Assignment"), dated effective as
of January 1, 2010, at 12:01 a.m., Mountain Standard Time (the"Effective Time"), is from
Petro-Canada Resources (USA) Inc., a Colorado corporation, 999 18th Street, Suite 600,
Denver, Colorado 80202-1094 and Suncor Energy (Natural Gas) America Inc., a Delaware
corporation, 7800 E. Orchard Road, Suite 300, Greenwood Village, Colorado 80111
(collectively, "Assignor"), to Noble Energy WyCo, LLC, a Delaware limited liability
company, 1625 Broadway, Suite 2200, Denver, Colorado 80202 ("Assignee"). Assignor and
Assignee are collectively referred to in this Assignment as the "Parties" and individually as a
"P "
Reference is hereby made to that certain Purchase and Sale Agreement, dated as of
December 31,2009 (as amended, restated, modified, or supplemented from time to time, the
"Purchase Agreement"), by and among Assignor and Noble Energy, Inc., a Delaware
corporation ("Noble Energy"). Noble Energy has assigned certain of its rights under the
Purchase Agreement to Assignee, including the right to receive and acquire the Acquired Assets
(as defined below). Any capitalized term used in this Assignment but not defined in this
Assignment (including Schedule I hereto) shall have the meaning assigned to such term in :he
Purchase Agreement.
For $10.00 and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged. Assignor hereby assigns, conveys, and transfers to Assignee all
of Assignor's right, title, and interest, in and to the following (collectively, the "Acquired
Assets"):
I. The oil and gas leases listed on Exhibit A-1 (the "Acquired Leases
insofar as they cover the lands covered by such leases(other than the lands specifically
excluded on Exhibit A-1)and the lands (excluding the lands specifically excluded on
Exhibit A-1)covered thereby (the "Leased Lands"), and all reversionary interests,
backin interests, overriding royalty interests, production payments, net profits interests,
and mineral and royalty interests in the production of hydrocarbons in, on, or under the
Leased Lands (collectively, the "Acquired Interests");
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II. The federal exploratory units listed on Exhibit A-1, and all existing and
effective unitization,pooling, and communitization agreements, declarations, and orders
covering any of the Leased Lands (the Leased Lands, together with all other lanc pooled
or unitized under such agreements, declarations, and orders, are referred to as the
"Lands");
III. The oil and gas wells and any associated lateral pipelines located on the
Lands, including the oil and gas wells listed on Exhibit A-2 and any lateral pipelines
associated with such oil and gas wells, whether producing or non-producing (the
"Acquired Wells," and together with the Acquired Interests, the"Acquired
Properties");
IV. All Hydrocarbons in, on, or under, or that may be produced from, i:he
Lands;
V. All Easements on or over the Lands or that are used as of the Effective
Time in connection with the Operations applicable to the Acquired Properties; and
VI. All owned and leasehold interests in the Equipment and Operating
Inventory located on the Lands as of the Effective Time or that are used as of the
Effective Time in connection with the Operations applicable to the Acquired Properties.
TO HAVE AND TO HOLD the Acquired Assets unto Assignee and its successors and
assigns forever.
This Assignment is made and accepted expressly subject to the following terms and
conditions:
1. Purchase Agreement Controls. This Assignment does not amend the Pur;hase
Agreement. The Purchase Agreement remains in full force and effect in accordance with its
terms. This Assignment is expressly made subject in all respects to the terms and conditio as of
the Purchase Agreement. By executing, delivering, and accepting this Assignment, the Parties
do not intend to cause a merger of the terms of the Purchase Agreement into this Assignment,
and all covenants, indemnities, and other terms and provisions set forth in the Purchase
Agreement shall remain in full force and effect on and after the date of this Assignment to the
extent set forth in the Purchase Agreement.
2. Special Warranty of Title. Subject to and except for Permitted Liens as set forth
in Schedule H, Assignor warrants that the Assets are free and clear of all contractual liens and
security interests created by, through or under Assignor, but not otherwise. Except as expressly
set forth in this Section 2, this Assignment is made without warranty of any kind, whether
express, implied, or statutory; however, Assignor gives and grants to Assignee, its successors,
and assigns,to the extent so transferable, full power and right of substitution and subrogation in
and to all covenants and warranties by others heretofore given or made in respect of the Acquired
Assets or any part thereof.
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3. Disclaimers.
(a) DISCLAIMERS CONSPICUOUS. THE PARTIES AGREE THAT, TO THE
EXTENT REQUIRED BY APPLICABLE LAW TO BE OPERATIVE, THE DISCLAIMERS
CONTAINED IN THIS SECTION 3 ARE "CONSPICUOUS" DISCLAIMERS FOR THE
PURPOSES OF ANY APPLICABLE LAW, RULE, OR ORDER.
(b) NO OTHER REPRESENTATIONS AND WARRANTIES. THE SPECIAL
WARRANTY OF TITLE CONTAINED IN SECTION 21S ASSIGNOR'S EXCLUSIVE
REPRESENTATION AND WARRANTY AND IS IN LIEU OF ALL OTHER
REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE. WITHOUT LIMITATION OF THE FOREGOING, ASSIGNOR EXPRESSLY
DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES,
INCLUDING ANY WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESS,
IMPLIED, STATUTORY OR OTHERWISE, RELATING TO: (i) TITLE TO THE ACQUIRED
ASSETS; (ii) THE CONDITION, QUANTITY, QUALITY, CONFORMITY TO MODELS OR
SAMPLES, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR NON-
INFRINGEMENT OF ANY ACQUIRED ASSETS; (iii) THE ACCURACY OR
COMPLETENESS OF ANY DATA, REPORTS, RECORDS, PROJECTIONS,
INFORMATION, OR MATERIALS FURNISHED OR MADE AVAILABLE TO ASSIGNEE
WHETHER BEFORE, ON, OR AFTER THE EFFECTIVE TIME; (iv) PRICING
ASSUMPTIONS, OR QUALITY OR QUANTITY OF HYDROCARBON RESERVES (F
ANY), ATTRIBUTABLE TO THE ACQUIRED ASSETS OR THE ABILITY OR
POTENTIAL OF THE ACQUIRED ASSETS TO PRODUCE HYDROCARBONS; (v) THE
ENVIRONMENTAL CONDITION OF THE ACQUIRED ASSETS, BOTH SURFACE AND
SUBSURFACE; OR (vi)ANY OTHER MATTERS CONTAINED IN ANY MATERIALS
FURNISHED OR MADE AVAILABLE TO ASSIGNEE OR ANY OF ITS ENTITY
REPRESENTATIVES BY ASSIGNOR OR ANY OF ITS ENTITY REPRESENTATIVES.
(c) INSPECTION. ASSIGNEE HAS INSPECTED, OR WAIVED ITS RIGHT TO
INSPECT, THE ACQUIRED ASSETS FOR ALL PURPOSES, AND SATISFIED ITSEL.:AS
TO THEIR PHYSICAL AND ENVIRONMENTAL CONDITION, BOTH SURFACE AND
SUBSURFACE, INCLUDING CONDITIONS SPECIFICALLY RELATING TO THE
PRESENCE, RELEASE, OR DISPOSAL OF HAZARDOUS MATERIALS, SOLID WASTES,
ASBESTOS, OTHER MAN-MADE FIBERS, AND NATURALLY OCCURRING
RADIOACTIVE MATERIALS. ASSIGNEE IS RELYING SOLELY UPON ITS OWN
INSPECTION OF THE ACQUIRED ASSETS.
(d) "AS IS, WHERE IS"PURCHASE. ASSIGNEE IS ACQUIRING THE
ACQUIRED ASSETS IN AN "AS IS, WHERE IS"CONDITION, AND SIIALL ASSUME
ALL RISKS AND LIABILITIES THAT THE ACQUIRED ASSETS MAY CONTAIN
HAZARDOUS MATERIALS OR OTHER WASTE, TOXIC, HAZARDOUS, EXTREMELY
HAZARDOUS, OR OTHER MATERIALS OR SUBSTANCES, OR OTHER ADVERSE
PHYSICAL CONDITIONS, INCLUDING THE PRESENCE OF UNKNOWN ABANDONED
OIL AND GAS WELLS, WATER WELLS, SUMPS, PITS, PIPELINES, OR OTHER WASTE
OR SPILL SITES THAT MAY NOT HAVE BEEN REVEALED BY ASSIGNEE'S
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INVESTIGATION. ALL RESPONSIBILITY AND LIABILITY RELATING TO ALL SUCH
CONDITIONS, WHETHER. KNOWN OR UNKNOWN, FIXED OR CONTINGENT, ARE
TRANSFERRED FROM ASSIGNOR TO ASSIGNEE, REGARDLESS OF WHEN THE
LIABILITY OR RESPONSIBILITY AROSE.
(e) CALCULATIONS, REPORTING, AND PAYMENTS. ASSIGNEE
ACKNOWLEDGES AND AGREES THAT CLAIMS OR PROCEEDINGS AGAINST
ASSIGNOR OR TO WHICH ASSIGNOR IS OR MAY BECOME A PARTY BEFORE. ON,
OR AFTER THE EFFECTIVE TIME MAY HAVE AN EFFECT ON THE CALCULATION
OF, AND LIABILITY WITH RESPECT TO, TAXES, ROYALTIES, RENTALS, AND
OTHER PAYMENT OBLIGATIONS OF ASSIGNEE ARISING AFTER THE EFFECTIVE
TIME RELATING TO THE ACQUIRED ASSETS AND THE ASSUMED LIABILITIES AND
THE NET REVENUE INTEREST OR WORKING INTEREST WITH RESPECT TO THE
ACQUIRED ASSETS. NOTWITHSTANDING THAT ASSIGNOR HAS RETAINED ANY
LIABILITY OR RESPONSIBILITY UNDER THE PURCHASE AGREEMENT FOR TIE
PAYMENT OF ANY LOSSES OR CLAIMS WITH RESPECT TO ANY OF THE
FOREGOING, THE LIABILITIES RETAINED BY ASSIGNOR THEREUNDER SHALL
NOT INCLUDE, AND ASSIGNEE HEREBY EXPRESSLY RELEASES ASSIGNOR FROM,
ANY LIABILITY OR RESPONSIBILITY ARISING OUT OF OR RELATING TO ANY
EFFECT THAT THE OUTCOME OR SETTLEMENT OF ANY SUCH CLAIMS OR
PROCEEDINGS MAY HAVE ON THE CALCULATION OF TAXES, ROYALTIES,
RENTALS, AND OTHER PAYMENT OBLIGATIONS OF ASSIGNOR ARISING AFTER
THE EFFECTIVE TIME OR THE NET REVENUE INTEREST OR WORKING INTEREST
WITH RESPECT TO THE ACQUIRED ASSETS. FOR THE AVOIDANCE OF DOUBT,
ASSIGNEE ACKNOWLEDGES AND AGREES THAT ASSIGNEE CANNOT RELY ON OR
FORM ANY CONCLUSIONS FROM ASSIGNOR'S METHODOLOGIES FOR THE
CALCULATION AND REPORTING OF PRODUCTION, ROYALTIES, AND TAXES
ATTRIBUTABLE TO PRODUCTION PRIOR TO THE EFFECTIVE TIME.
(0 CHANGES IN PRICES: WELL EVENTS. ASSIGNEE ACKNOWLEDGES
THAT IT SHALL ASSUME ALL RISK OF LOSS WITH RESPECT TO: (i) CHANGES [N
COMMODITY OR PRODUCT PRICES AND ANY OTHER MARKET FACTORS OR
CONDITIONS; (ii) PRODUCTION DECLINES OR ANY ADVERSE CHANGE IN THE
PRODUCTION CHARACTERISTICS OR DOWNHOLE CONDITION OF AN ACQUIRED
WELL, INCLUDING ANY ACQUIRED WELL WATERING OUT, OR EXPERIENCING A
COLLAPSE IN THE CASING OR SAND INFILTRATION; AND (iii) DEPRECIATION OF
ANY ACQUIRED ASSETS THAT CONSTITUTE PERSONAL PROPERTY.
4. Assumed Liabilities. Assignee, for itself and its successors and assigns, assumes
all risk, liability, obligations, Claims and Losses in connection with, and agrees to defend,
indemnify, and save and hold harmless Assignor and its Affiliates, and its and their respective
Entity Representatives from and against any and all Claims and Losses attributable to, or that
arise from or in connection with, the Assumed Liabilities.
5. Recording References. Unless provided otherwise, all recording references in
the Exhibits to this Assignment are to the official real property records of the applicable county
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in which the Lands are located. To facilitate filing and recording, there may be omitted from any
counterpart the parts of Exhibits A-1, A-2, and A-3 containing specific descriptions of the
Acquired Assets that relate to land located in counties other than the county in which the
particular counterpart is to be filed or recorded.
6. Binding Effect. This Assignment binds and inures to the benefit of the Parties
and their permitted successors and assigns. The covenants and agreements herein shall be
covenants that run with the land.
7. Exhibits. Unless expressly indicated otherwise, any reference in this Assignment
to a Schedule or an Exhibit is a reference to the stated Schedule or Exhibit attached to thi 3
Assignment. The Schedules and Exhibits are incorporated into this Assignment and shall be part
of this Assignment. Any reference to "this Assignment"includes such Schedules and Exhibits.
8. Governing Law. This Assignment shall be governed by and construed and
enforced in accordance with the internal laws of the State of Colorado without giving effect to
the conflict-of-laws principles thereof, except to the extent that the laws of the state in which the
Lands are located necessarily govern with respect to procedural and substantive matters relating
to real property and the conveyancing thereof, with respect to which the laws of such state shall
control with respect to such Lands.
9. Construction. The words "this Assignment," "herein,""hereby," "hereunder"
and words of similar import refer to this Assignment as a whole and not to any particular
subdivision unless expressly so limited. The phrases "this Section"and similar phrases refer
only to the Sections hereof in which the phrase occurs. The word "or"is not exclusive, and
"including" (and its various derivatives), means "including without limitation." Pronouns in
masculine, feminine and neuter gender shall be construed to include any other gender. Wcrds in
the singular form shall be construed to include the plural and words in the plural form shal be
construed to include the singular, unless the context otherwise requires. In the event an
ambiguity or question of intent or interpretation of this Assignment arises, this Assignment shall
be construed as if jointly drafted by the Parties, and no presumption or burden of proof shall arise
favoring or disfavoring a Party as a result of authorship or drafting of any provision of this
Assignment.
10. Severability. If any term or other provision of this Assignment is invalid, illegal,
or incapable of being enforced under any rule of law, all other conditions and provisions of this
Assignment shall nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated by this Agreement is not affected in a materially
adverse manner with respect to either Party.
11. Execution. This Assignment may be executed and delivered in one or more
counterparts, each of which when executed and delivered shall be an original, and all of which
when executed shall constitute one and the same instrument. Separate assignments of the
Acquired Leases may be executed on officially approved forms by Assignor to Assignee, in
sufficient counterparts to satisfy applicable statutory and regulatory requirements, including
assignments of"record"title or"operating rights" with respect to federal Acquired Leases.
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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 ,n each
such assignments. The interests conveyed by such separate assignments are the same, and not in
addition to, the Acquired Interests conveyed herein.
]Signature Page Follows]
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'This Assignment was executed in Denver, Colorado, to be effective for all purposes as of
the Effective Time.
ASSIGNOR:
PF,TRO-CANADA RESOURCES (USA) INC.
and SUNCOR ENERGY (NATURAL GAS)
AMERICA INC..
By; ( ,(
Name: Edward L. cLaughlin
Title: President
ASSIGNEE:
NOBLE ENERGY WYCO, LLC
By:
Name: Alan rown
Title: Vice esident
[Assignment,Bill of Sale,and Conveyance]
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ACKNOWLEDGMENT CERTIFICATES
STATE OF COLORADO )
) ss.
CITY AND COUNTY OF DENVER )
The foregoing instrument was acknowledged before me this 79-6-1 day of February,
2010, by Edward L. McLaughlin, as President of Petro-Canada Resources (USA) Inc, a Colorado
corporation and Suncor(Natural Gas)America Inc. a Delaware corporation.
Witness my hand and official seal.
My commission expires: o -ol - l l
Notary Public
osPRY.Pua�;c Name: (Ism)
(NOTARIAL SE ); susAN M '•.
HAAG
STATE OF COLORA o..` .
tM,r. .mi,con Eutaµ !,1 '� 1) )
) ss.
CITY AND COUNTY OF DENVER )
The foregoing instrument was acknowledged before me thisc?Jay of February,
2010, by Alan J. Brown, as Vice President of Noble Energy WyCo,LLC, a Delaware lim_ted
liability company.
Witness my hand and official seal.
My commission expires: 4\1(.1113
Nota Publi 66 C T
Name: 1.Rl;e H . ILA
(NOTARIAL SEA SLuE o r„F
•NOTAR ),:.
PUBLIC <
Nth
ppunumL uno"`w
]Assignment, Bill of Sale,and Conveyance]
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SCHEDULE I
Certain Defined Terms
"Affiliate"means, with respect to a Person, any other Person that directly, or
indirectly through one or more intermediaries, controls, is controlled by or is under common
control with, such Person. As used in this definition, the word "control"(and the words
"controlled by" and "under common control with") means the possession, direct or indirect, of
the power to direct or cause the direction of the management and policies of a Person, whether
through ownership of voting securities, by contract, or otherwise.
"Assumed Environmental Liabilities" means any and all Claims, Losses, and
Liabilities(including any civil fines and penalties, personal injury, illness or death of any natural
person, any damage to, or destruction or loss or diminution in value of any property, and my
costs and expenses for the modification, repair, or replacement of any facilities on the Leased
Lands), arising out of or relating to the Acquired Assets, the condition, ownership, maintenance,
or use of the Acquired Assets, or Operations on or with respect to the Acquired Assets, by any
Person, whether before, on, or after the Effective Time, in any way: (i) arising under any past,
present, or future Environmental Law or any Permit issued under any past, present, or future
Environmental Law, including any violation, breach, or noncompliance with any such
Environmental Law or any such Permit; (ii) arising out of or relating to the assessment, cl:an-up,
removal, or other Remediation of any Hazardous Material or other waste or materials of any
kind; or(iii) arising out of or relating to any Release or other contamination or pollution of the
Environment.
"Assumed Liabilities"means all Claims, costs, expenses, Liabilities, and
obligations of Assignor(known or unknown, asserted or unasserted, absolute or contingent,
accrued or unaccrued, liquidated or unliquidated, due or to become due) with regard to the
Acquired Assets, including those relating to the condition, ownership, operation, maintenance, or
use of the Acquired Assets, or Operations on or with respect to the Acquired Assets, by an;/
Person,whether before, on or after the Effective Time, but excluding the Retained Liabilities.
Without limiting the generality of the foregoing, the Assumed Liabilities include: (i) all
Liabilities for Property and Production Taxes (except to the extent provided in the Purchase
Agreement); (ii)all Liabilities of Assignor for transfer, sales, use, and other Taxes arising in
connection with the consummation of the Contemplated Transactions; (iii) the Assumed
Environmental Liabilities and the Plugging and Abandonment Obligations; (iv)all Liabilities
and obligations of Assignor under Permits and Material Contracts; (v)all rental, Royalty, net
profits, and similar payment Liabilities and obligations; (vi)all Claims, Proceedings, or disputes,
including those relating to Property and Production Taxes, Royalties, production payments, net
profits, other costs and expenses, purchasers of production of Hydrocarbons, death or bodily
injury. contractual rights or obligations, and the ownership, Operations on, or use of the
Acquired Assets, and all Liabilities and obligations with respect to the foregoing; (vii)all
Liabilities for the payment of Property Expenses; (viii) all Liabilities with respect to gas
production, sales, or processing imbalances and make-up obligations arising out of or relating to
the Acquired Assets; (ix) the Assumed Employment Liabilities; and (x) all other Liabilities and
obligations of Assignor with regard to the Acquired Assets, except for the Retained Liabilities.
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"BLM" means the United States Bureau of Land Management.
"Casualty Loss"means any Loss or reduction of value with respect to thu
Acquired Assets that occur as a result of(i) acts of God, fire, explosion, terrorist attack,
earthquake, windstorm, flood, drought, or similar occurrence, or (ii)a taking in condemnation or
under right of eminent domain, in each case in an amount of$1,000,000 or greater, without
regard to any related insurance proceeds, and specifically excluding, for the avoidance o.'doubt,
changes in market conditions, including product and commodities prices, the availability of
supply and distribution channels, production declines, adverse conditions or changes in
production characteristics or downhole conditions of any wells, including any well watering out,
or experiencing a collapse in the casing or sand infiltration, and depreciation through ordinary
wear and tear.
"CERCLA"means the Comprehensive Environmental Response, Compe:tsation
and Liability Act of 1980.
"Claim"means any notice, claim, demand, allegation, cause of action, chose in
action, or other communication alleging or asserting Liability or seeking contribution,
indemnification, cost recovery, or compensation for Losses or injunctive or other equitable relief.
"Code"means the Internal Revenue Code of 1986.
"Contemplated Transactions" means the purchase and sale of the Acquin:d
Assets, the assumption of the Assumed Liabilities, and the other transactions provided by this
Assignment or any of the other Transaction Documents.
"COPAS" means the Council of Petroleum Accountant Societies of North
America.
"Easement"means any easement, right-of-way, license, servitude, surface 'ease,
surface use agreement, or other similar asset, right, or interest in real property.
"Entity" means any corporation(including any non-profit corporation), general
partnership, limited partnership, limited liability partnership,joint venture, estate, trust, company
(including any company limited by shares, limited liability company or joint stock company),
firm, society, or other incorporated or unincorporated enterprise, association, organization, or
entity.
"Entity Representative" means, with respect to any Entity, such Entity's
directors, managers, members, officers, employees, agents, and attorneys.
"Environment" means soil, land surface, or subsurface strata, surface water.;,
groundwaters, stream sediments, ambient and other air, atmosphere, plant and animal life, or
other environmental medium or natural resource.
"Environmental Law" means any present or future Law relating to: (i)protection
of human health or the Environment or workplace safety or occupational health; (ii) Liability for
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or costs of Remediation or prevention of Releases of Hazardous Materials; (iii) Liability for or
costs of any other actual or future threat to human health or the Environment; or(iv) any
wrongful death,personal injury, or property damage that is caused by or related to the handling,
storage, or the presence of a Hazardous Material, including the Comprehensive Environmental
Response, Compensation and Liability Act, the Emergency Planning and Community
Right-to-Know Act, the Hazardous Substances Transportation Act, the Resource Conseriation
and Recovery Act, the Solid Waste Disposal Act, the Clean Water Act,the Clean Air Act, the
Toxic Substances Control Act, the Safe Drinking Water Act, the Occupational Safety and Health
Act, the Federal Water Pollution Control Act,the Federal Insecticide, Fungicide and Rodenticide
Act,the Endangered Species Act,the National Environmental Policy Act, the River and Harbors
Appropriation Act, and any state counterparts of the foregoing.
"Equipment" means tanks, boilers, buildings, improvements, injection facilities,
saltwater disposal facilities, compression facilities, gathering systems, Christmas trees, derricks,
platforms, separators, compressors, gun barrels, and other equipment, fixtures, physical facilities,
and surface and subsurface machinery, but excluding Operating Inventory.
"Governmental Authority"means any federal, state, local, tribal, or foreign
government, court of competent jurisdiction, administrative or regulatory body, agency, bureau,
commission, governing body of any national securities exchange, or other governmental
authority or instrumentality in any domestic or foreign jurisdiction, and any appropriate division
of any of the foregoing.
"Hazardous Material"means any: (i) petroleum, waste oil, crude oil, asbestos,
urea formaldehyde, or polychlorinated biphenyl; (ii)waste, gas, or other substance or material
that is explosive or radioactive; (iii) "hazardous substance," "pollutant,""contaminant,"
"hazardous waste,""regulated substance,""hazardous chemical,"or"toxic chemical"as
designated, listed, or defined (whether expressly or by reference) in any statute, regulation.
Environmental Law, or other Law(including CERCLA and any other so called "superfund"or
"superlien" Law and the respective regulations promulgated thereunder); (iv) other substar ce or
material (regardless of physical form) that is subject to any Environmental Law or other Law that
regulates or establishes standards of conduct in connection with, or that otherwise relates to, the
protection of human health, plant life, animal life, natural resources, property, or the enjoyment
of life or property from the presence in the Environment of any solid, liquid, gas, odor, noise, or
form of energy; or(v)compound, mixture, solution, product, or other substance or material that
contains any substance or material referred to in clause (i), ii , (iii), or(iv)above.
"Hedging Instrument"means: (i)any forward purchase, forward sale, put
option, synthetic put option, call option, collar, or other arrangement relating to commodities
entered into by a Person to hedge such Person's exposure to or to speculate on commodity
prices; and (ii) any other derivative transaction or hedging arrangement of any type or nature
whatsoever that is the subject at any time of trading (or any credit support arrangement in
connection therewith), whether in the over-the-counter derivatives market or on any regulated
exchange.
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"Hydrocarbons"means crude oil, natural gas, casinghead gas, condensate,
sulphur, natural gas liquids, plant products, and other liquid or gaseous hydrocarbons produced
in association with the foregoing, including coalbed methane and gas and CO2.
"Indebtedness"of any Person means, without duplication: (i)all obligations of
such Person created, issued, or incurred for borrowed money (whether by loan, the issuance and
sale of debt securities, or the sale of property to another Person subject to an understandi ig or
agreement, contingent or otherwise, to repurchase such property from such other Person); (ii) all
obligations of such Person evidenced by a note, bond, debenture, or similar instrument; and (iii)
all obligations to guarantee or act as a surety for the debts or obligations of another Person.
"Law"means any federal, state, local, municipal, foreign, tribal, or other law,
statute, legislation, constitution, principle of common law, resolution, ordinance, code,
proclamation, treaty, convention, rule, regulation, or decree, whether legislative, municipal,
administrative, or judicial in nature, enacted, adopted, passed, promulgated, made, or put into
effect by or under the authority of any Governmental Authority.
"Liability" means, with respect to any Person, any indebtedness or other li ability
or obligation of such Person of any kind, nature, character or description, whether known or
unknown, absolute or contingent, accrued or unaccrued, in contract, tort, strict liability, or
otherwise, including all costs and expenses relating to the foregoing.
"Lien"means any mortgage, deed of trust,pledge, assessment, security interest,
lien, adverse claim, levy, charge, or other title defect of any kind; and "lien"means only
mortgage, deed of trust, and similar encumbrances.
"Loss"means any actual loss, damage, injury, Liability, fine, sanction, penalty,
'fax, charge, fee, cost (including costs incurred in settlement of any Proceeding), or expense
(including any legal fees, expert fees, accounting fees, or advisory fees)of any kind or character.
"Material Contracts" has the meaning assigned thereto in the Purchase
Agreement, and generally refers to all Hydrocarbon sales,purchase, gathering, and processing
contracts, operating agreements, balancing agreements,joint venture agreements, partnership
agreements, farmout agreements and other contracts and agreements.
"Net Revenue Interest" or "NRI"means, with respect to any Acquired Lease,
Acquired Interest, or Acquired Well,that interest of Assignor in Hydrocarbons produced and
marketed from or attributable to such Acquired Lease, Acquired Interest, or Acquired Well.
"Operations"means oil and gas exploration, development, and production, and
all operations relating thereto, including: (i) the acquisition, purchase, sale, development,
operation, maintenance, and abandonment of oil, gas, and mineral leases and related interests;
(ii)the drilling,reworking,production, purchase, sale, transportation, storage, processing,
treating,manufacture, and disposal of, or for, Hydrocarbons and associated by-products and
wastes; and(iii)the acquisition, construction, installation, maintenance, use, and operation of
related Equipment and Operating Inventory.
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"Operating Inventory"means rolling stock, pipes, casing, tubing, tubulars,
fittings, and other spare parts, supplies, tools, and materials held as operating inventory.
"Order" means any order,judgment, injunction, edict, decree, ruling, assessment,
stipulation, pronouncement, determination, decision, opinion, verdict, sentence, subpoena, writ
or award issued, made, entered, rendered, or otherwise put into effect by or under the authority of
any court or other Governmental Authority or any arbitrator or arbitration panel.
"Ordinary Course of Business"means any action taken by Assignor in the
ordinary course of the normal, day-to-day Operations of Assignor.
"Organizational Documents"means, with respect to any Entity, the articles or
certificate of incorporation, formation, organization, or association; general or limited
partnership agreement; limited liability company or operating agreement; bylaws; and other
agreements, documents, or instruments relating to the organization, management, or operation of
such Entity or relating to the rights, duties, and obligations of the equityholders of such E itity,
including any equityholders' agreements, voting agreements, voting trusts,joint venture
agreements, registration rights agreements, and similar agreements.
"Permit"means any permit, license, certificate of authority, franchise,
concession,registration, or similar qualification or authorization issued, granted, or given by or
under the authority of any Governmental Authority.
"Person"means any natural person, Entity, or Governmental Authority.
"Plugging and Abandonment Obligations"means any and all responsibility and
Liability for the following, arising out of or relating to the Acquired Assets, whether before, on,
or after the Effective Time: (i) the necessary and proper plugging, replugging, and abandonment
of all Acquired Wells; (ii) the necessary and proper removal, abandonment, and disposal of all
structures,pipelines, Equipment, Operating Inventory, abandoned property, trash, refuse, and
junk located on or comprising part of the Acquired Assets; (iii) the necessary and proper capping
and burying of all associated flow lines located on or comprising part of the Acquired Assets;
(iv)the necessary and proper restoration of the surface and subsurface to the condition required
by applicable Laws, Permits, Orders, and contracts and agreements; (v) the necessary and proper
dismantling, salvaging, removal and abandonment of any and all Equipment and Operating
Inventory; (vi)all Liabilities and obligations relating to the items described in clauses (i)through
(v) above arising from requirements under contracts and agreements and Claims made by
Governmental Authorities or third parties claiming any vested interest in the Acquired Assets;
and (vii) obtaining and maintaining all bonds, surety arrangements, and supplemental or
additional bonds and surety arrangements, that may be required by Laws, Permits, Orders, or
contracts, or may otherwise be required by any Governmental Authorities.
"Preferential Right"means a right of first refusal or other preferential purchase
right provision applicable to any Acquired Assets.
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"Proceeding" means any action,proceeding, litigation, suit, or arbitration
(whether civil, criminal, administrative, or judicial in nature) commenced, brought, conducted, or
heard before any Governmental Authority, arbitrator or arbitration pane].
"Property Expenses"means all capital expenses,joint interest billings, lease
operating expenses, lease rentals, shut-in payments, drilling expenses, workover expenses,
geological costs, geophysical costs, and other exploration or development expenditures and
costs, in each case that are chargeable under applicable operating agreements or other
agreements consistent with the standards established by COPAS, that are attributable to
Operations of the Acquired Assets conducted during the period in question; and shall include
overhead for the period between the Effective Time and the Closing Date based upon CCPAS
and the applicable joint operating agreement, and where no joint operating agreement is
applicable, the overhead shall be the current COPAS rate on a per well basis of$5,000 per month
(drilling well rate) and$500 per month (producing well rate) for DJ Wattenberg, $7,000 per
month (drilling well rate) and $700 per month (producing well rate) for DJ Grover, and $3,500
per month(drilling well rate)and $350 per month (producing well rate) for Powder River Basin
for each Acquired Well in such related area that produces for any portion of such month;
provided, however, that Property Expenses shall not include Royalties, Taxes, or costs and
expenses with respect to Assumed Environmental Liabilities and Plugging and Abandonment
Obligations.
"Property and Production Tax" (with correlative meanings) means: (i) any state
or local personal or real property Tax; and (ii) any state or local Tax that is based on or measured
by the production of Hydrocarbons from the Acquired Assets or the receipt of proceeds
therefrom, including any sales, use, value added, excise, severance, and ad valorem Taxes (but
excluding any Income Taxes, and any franchise, employment, labor, unemployment, or similar
Tax).
"Release"means any release, spill, emission, leaking, pumping, pouring,
dumping, emptying, injection, deposit, disposal, discharge, dispersal, leaching, or migratioi on
or into the Environment or into or out of any property.
"Remediate" or "Remediation"means (with correlative meanings) the
containment, clean up, removal, mitigation, abatement, elimination, or control of any Haza-dons
Material, or any other action (including the payment of any fine or penalty) required under
Environmental Laws, Permits, Orders, or otherwise by any Governmental Authority to
remediate, prevent, monitor, or investigate the Release of a Ilazardous Material.
"Retained Liabilities"means the following Liabilities and obligations of
Assignor, whether past, present, or future: (i)all Liabilities and obligations of Assignor in
respect of Taxes (other than Property and Production Taxes in respect of the Acquired Assets);
(ii) all Liabilities and obligations of Assignor with respect to Indebtedness or security in respect
thereof; (iii) all Liabilities and obligations of Assignor under Hedging Instruments or securi y in
respect thereof; (iv)all Liabilities of Assignor for general corporate obligations not arising in
connection with the ownership and operation of the Acquired Assets or under any Material
Contract or in respect of any Assumed Liability, including without limitation, Liabilities to
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equity holders for accumulated and unpaid dividends or distributions from Assignor, whether or
not declared,Liabilities to employees and Liabilities to Affiliates (and other related entities),
including without limitation, under intercompany notes and accounts payable by Assignor to any
Affiliate of Assignor; (v) all Liabilities with respect to the defense of the Federal Royalty
Restatement and the payment of any additional pre-Effective Time Royalties arising out of the
disposition or settlement thereof; (vi)all Liabilities and obligations of Assignor under the
Purchase Agreement and the other Transaction Documents; (vii)all Retained Employment
Liabilities; and(viii) all Liabilities relating to or arising out of the Excluded Assets.
"Royalties"means royalties, overriding royalties, or similar payment burdens.
"Suncor"means Suncor Energy Inc., an Alberta corporation.
"Tax" or"Taxes" means any federal, state, local, or non-U.S. income, gross
receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall
profits, environmental (including taxes under section 59A of the Code), customs duties, capital
stock, franchise, profits, withholding, social security(or similar), unemployment, disability, real
property,personal property, sales, use, severance, natural resources, production, ad valorem,
transfer, registration, stamp,value added, alternative or add-on minimum, estimated, or other tax
of any kind whatsoever, whether computed on a separate or consolidated, unitary or combined
basis or in any other manner, including any interest, penalty, or addition thereto, whether
disputed or not.
"Transaction Documents"means the Purchase Agreement, this Assignment, and
the other contracts, agreements, certificates, documents, and instruments delivered or to be
delivered by the Parties in connection therewith.
"Working Interest"or"WI"means, with respect to any Acquired Lease,
Acquired Interest, or Acquired Well, that share of the costs, expenses, burdens, and obligations
attributable to the interest of Assignor before the closing of the Purchase Agreement in such
Acquired Lease, Acquired Interest, or Acquired Well.
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SCHEDULE II
Permitted Liens
"Permitted Lien"means, with respect to any Acquired Asset, any of the following:
(i) with respect to any Acquired Asset that constitutes an Acquired Property,
lessors' royalties, overriding royalties, net profits interests,production payments,
reversionary interests, and similar burdens, if the net cumulative effect of such burdens
does not operate to reduce the Net Revenue Interest with respect to such Acquired Asset
below the Net Revenue Interest set forth on Exhibit A-2; and assignments, conveyances
and other transfer documents if the cumulative effect thereof does not operate to increase
the Working Interest with respect to such Acquired Asset above that set forth on Exhibit
A-2 or reduce the Net Revenue Interest with respect to such Acquired Asset below the
Net Revenue Interest set forth on Exhibit A-2;
(ii) Liens for Taxes not yet due or not yet delinquent, or, if delinquent,that are
being contested in good faith in the Ordinary Course of Business;
(iii) all (A) consents, approvals, and authorizations of, and required notices to,
filings with, or other actions by, Governmental Authorities and third parties requited to
be obtained in connection with the purchase and sale of the Acquired Assets and tae other
Contemplated Transactions; (B)Preferential Rights, and (C)rights or interests acquired
by third parties or Governmental Authorities in connection with a Casualty Loss;
(iv) rights of reassignment, to the extent any exist as of the Effective Time,
upon the surrender or expiration of any Acquired Lease;
(v) the Material Contracts and any effects thereof or thereunder;
(vi) Easements and other rights with respect to surface Operations, on, over, or
in respect of any of the Acquired Assets or any restriction on access thereto, in each case
that do not materially interfere with the Operations of the affected Acquired Asset;
(vii) materialmen's, mechanics', repairmen's, employees', contractors',
operators' or other similar Liens arising in the Ordinary Course of Business or incidental
to the Operations of the Acquired Assets not yet delinquent, or, if delinquent, payrr ent is
being withheld as provided by Law or their validity or amount is being contested it good
faith in the Ordinary Course of Business;
(viii) rights reserved to or vested in any Governmental Authority to control or
regulate any of the Acquired Assets in any manner, and all applicable Laws and Orders of
general applicability in the area of the Acquired Assets;
(ix) Liens arising under operating agreements, unitization and pooling
agreements and production sales contracts securing amounts not yet due, or, if due, being
contested in good faith in the Ordinary Course of Business;
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(x) defects in the early chain of title consisting of the failure to recite marital
status in a document;
(xi) defects that have been cured by possession under applicable statutes of
limitation for adverse possession or for prescription or under marketable title or similar
Laws or standards;
(xii) defects arising out of the lack of a survey, unless a survey is requited by
applicable Law;
(xiii) lis pendens with respect to Claims and Proceedings, to the extent sich
Claims and Proceedings are being contested in good faith in the Ordinary Course of
Business;
(xiv) Liens released at or before the date this Assignment is executed;
(xv) defects based on the failure to record any Acquired Leases issued by the
BLM or a state, or any assignments of record title or operating rights in such Acquired
Leases in the real property or other county records, if such Acquired Leases or
assignments were properly filed in the BLM or state offices that constitute the official
filing situs for such Acquired Lease or assignment; provided however, that this clause
(xv)shall not include defects arising from the existence of an assignment or other
document filed in the county records where an Acquired Asset is located that contradicts
or diminishes the title of Assignor to such Acquired Asset, as reflected by the instruments
filed only in the BLM or the applicable state records;
(xvi) any preference leasing right that may exist in favor of holders of rights-of-
way across federal or state lands that burdened the lands before issuance of the applicable
Acquired Lease;
(xvii) all contracts, agreements, instruments. Orders, Proceedings, Permits.
Liabilities, and other matters described in or referred to in the Schedules or the
Disclosure Schedule or in the Transaction Documents;
(xviii) defects as are accepted by the purchasers of production from the Acquired
Assets in paying the proceeds of such production without suspense, subject only to
customary division order warranties and indemnities in favor of such production
purchaser; and
(xix) all other Liens, contracts, agreements, instruments, Orders, Proceedir.gs,
Permits, Liabilities, defects, and irregularities affecting the Acquired Assets that are not
such as to likely interfere materially with the use, operation, or value of the Acquired
Assets,
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ADDENDUM
1. This Addendum is attached to and made a part of that certain Assignment, Bill of Sale,
and Conveyance, dated effective as of January 1, 2010 at 12:01 a.m., Mountain Time(the
"Assignment"), from Petro-Canada Resources (USA)Inc. and Suncor Energy (Natural
Gas)America Inc., as "Assignor,"to Noble Energy WyCo, LLC, as "Assignee." This
Addendum is incorporated into and made a part of the Assignment for all purposes.
2. This Addendum only affects Acquired Assets located in Weld County, Colorado and,
accordingly, with respect to the counterparts of the Assignment filed in the counties will
only be attached to the counterpart of the Assignment filed for recording in Weld County,
Colorado; but this Addendum remains a part of the entire Assignment.
3. Reference is made to the following tank batteries and the associated flow lines (each, a
"Tank Battery"):
Tank Battery Description Location
DL PHILLIPS NENW 24 T. 5 N., R. 67 W., 6th P.M
Section 24: NE/4NW/4
PHILLIPS/DL PHILLIPS SWSW 24 T. 5 N., R. 67 W., 6th P.M.
Section 24: SW/4SW/4
HANKINS/L&T NWNE 22 T. 5 N., R. 67 W., 6th P.M.
Section 22: NW/4NE/4
HANKINS SWSE 22 T. 5 N., R. 67 W., 6th P.M.
Section 22: SW/4SE/4
ETTER NWSW 30 1'. 6 N., R. 67 W., 6th P.M.
Section 30: NW/4SW/4
TIGGES SESW 30 T. 6 N., R. 67 W., 6th P.M.
Section 30: SE/4SW/4
4. Notwithstanding anything contained in the Assignment to the contrary, including clause
VI of the granting clause, with respect to each Tank Battery, Assignee is only assigned an
undivided interest (as a tenant in common) equal to Assignors' proportionate interests in
the Tank Battery applicable to Assignors' interests in the Acquired Wells (that is, the
"Acquired Wells"as defined in, and conveyed to Assignee pursuant to, the Assignment)
connected to such Tank Battery relative to the aggregate interests of Assignors in all
wells connected to such Tank Battery.
[Signature Page Follows]
Addendum to Assignment,Bill of Sale and Conveyance
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ASSIGNOR: ASSIGNEE:
PETRO-CANADA RESOURCES (USA) NOBLE ENERGY WYCO, LLC
INC. and SUNCOR ENERGY (NATURAL
GAS) AM1 RICA INC.
By: _____ By:
Name: Edward L. flilicLaughlin Name: Ala . Brown
Title: President Title: Vi President
Addendum to Assignment,Bill of Sale and Conveyance
Page 2 of 2
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PREAMBLE TO
EXHIBIT A-1 and EXHIBIT A-2
1. Reference is made to the land description contained in the documents of title recorded as
described in this Exhibit A-1. To the extent that the land descriptions on this Exhibit A-I are
incomplete, incorrect or not legally sufficient, the land descriptions contained in the documents
so recorded are incorporated herein by this reference.
2. This instrument may be executed in any number of counterparts, and each counterpart hereof
shall be deemed to be an original instrument, but all such counterparts shall constitute bu. one
document. To facilitate recording the counterpart to be recorded in a given county may contain
only that portion of Exhibit A-1 and Exhibit A-2 that describes property located in that cc unty.
3. References in Exhibit A-1 to Recording Data, Book or Bk, MF, Page or P, Rec. or Ent-y #are
to the official real property records of the counties noted in the heading of the portion of Exhibit
A-1 in which such reference is located.
4. This Exhibit consist of: (a)Preamble pages 1-2; (b) Exhibit A-1 pages 1-363; and (c) Exhibit
A-2 pages 1-61 pages, for the following counties:
Exhibit A-1
Jurisdiction Page Numbers
Colorado
Adams Co. 42, 226
Boulder Co. 41-42
Latimer Co. 103, 115-116, 157, 160
Logan Co. 226-227
Morgan Co. 227-229
Washington Co. 229-230
Weld Co. 1-226, 230-234
Yuma Co. 49
Montana
Big Horn Co. 342-343
Nebraska
Cheyenne Co. 231
Kimball Co. 230-231
Wyoming
Campbell Co. 235-242, 244-341, 343-363
Converse Co. 341, 347-349, 358-360
Johnson Co. 235-240, 242-244, 338, 341-343, 346
Laramie Co. 231-235
Natrona Co. 363
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Niobrara Co. 359
Sheridan Co. 338-339, 346
Exhibit A-2
Jurisdiction Page Numbers
Colorado
Adams Co. 27.28
Boulder Co. 1
Larimer Co 14, 17, 21
Logan Co. 28-29
Morgan Co. 27-28
Washington Co. 27-28
Weld Co. 1-27
Yuma Co. 3
Nebraska
Cheyenne Co. 22.23
Kimball Co. 22-23
Wyoming
Campbell Co. 1, 29-40, 43-61
Converse Co. 29, 50, 52
Johnson Co. 29, 40-42, 50-52, 61
Natrona Co. 56
Sheridan Co. 32
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EXHIBIT A-I
Leases, Units, and Interests
(See Attached)
A-1-1
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