HomeMy WebLinkAbout20013577.tiff 1111111111111111111111111111111111111EI III 1111111111111
327 2915327 01/09/2002 11:43A JA Suki Tsukamoto
1 of 11 R 55.00 D 0.00 Weld County CO
STATE OF COLORADO §
COUNTY OF WELD §
ASSIGNMENT, BILL OF SALE AND CONVEYANCE
KNOW ALL MEN BY THESE PRESENTS:
THAT, FMI Weld LLC whose address is 745 Gilpin Street, Denver, Colorado 80218,
(hereinafter "Assignor") in consideration of Ten Dollars ($10.00) and other good and
valuable consideration to it in hand paid, the receipt and sufficiency of which are
hereby acknowledged, does hereby grant, bargain, convey, sell, assign, and transfer
unto Merit Partners, L.P. and Merit Energy Partners III, L.P., whose address is 12222
Merit Drive, Suite 1500, Dallas, Texas 75251 (herein collectively called "Assignee")
the following interests:
1. all of Assignor's right, title and interest, if any, in and to the leases
(whether one or more), force pooled interests, interests acquired under
contracts, and the lands covered thereby (the "Leases"), more fully and
completely described on Exhibit "A" attached hereto and made a part hereof,
together with the rights incident thereto, the personal property thereon,
appurtenant thereto, or used or obtained in connection with said Leases; and for
the same consideration stated hereinabove, Assignor does hereby grant,
convey, sell, assign, and transfer unto Assignee all of Assignor's right, title and
interest in and to the wells located upon the Leases, or on lands pooled or
unitized with any portion thereof, or on lands located within any governmental
drilling and spacing unit which includes any portion thereof, together with all
casing, leasehold equipment, and personal property in or on or used in
connection with said well or wells (hereinafter collectively referred to as the
"Property");
2. all of Assignor's interest, if any, in the production of oil, gas, other
minerals, inclusive of fee minerals, production payments, net profits interests,
rights to take royalties in kind, real property interests or other interests
attributable to the Property;
3. all of Assignor's interest,,if any, derived from unit agreements, orders and
decisions of state and federal regulatory authorities establishing units, joint
operating agreements, enhanced recovery and injection agreements, farmout
agreements and farmin agreements, options, drilling agreements, exploration
agreements, assignments of operating rights, working interests, subleases and
rights above or below certain footage depths or geological formations, to the
extent same is attributable to the Property; and
616Df-3577
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2915327 01/09/2002 11:03A JA Suki Tsukamoto
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4. all of Assignor's interest, if any, in all rights-of-way, easements, servitudes
and franchises acquired or used in connection with operations for the exploration
and production of oil, gas or other minerals on or from the Property, including the
rights to permits and licenses of any nature owned, held or operated in
connection with said operations.
The interests described in paragraphs 1, 2, 3, and 4 above are collectively
referred to herein as the "Assets". Assignor and Assignee recognize and agree that
the legal descriptions and depth restrictions set forth on Exhibit A are for
informational purposes only and are not intended to reserve any portion of the
Leases to Assignor; it being the intent hereunder that all of Assignor's right, title and
interest in the Leases be conveyed to Assignee.
Assignee, in consideration of the mutual benefits to be derived hereunder by its
acceptance hereof, understands and agrees to the following terms and conditions:
1. This Assignment is made subject to that certain Purchase and Sale
Agreement (the "P&S Agreement") dated November 27, 2001 between Assignor
and Assignee, and all terms and conditions of said P&S Agreement are
incorporated herein by reference to the same extent and with the same effects as
if copied in full herein. In the event of a conflict between the terms and
conditions of this Assignment and the P&S Agreement, the P&S Agreement shall
govern and control.
2. Assignee assumes all rights or obligations associated with gas imbalances
attributable to the Assets, regardless of when such imbalances occurred or
accrued.
3. Assignee acknowledges that the Property has been used for exploration,
development, and production of oil and gas and that there may be petroleum,
produced water, wastes, or other materials located on, under or associated with
the Property. Equipment and sites included in the Property may contain wastes,
asbestos, hazardous substances, or naturally occurring radioactive material
("NORM"). NORM may affix or attach itself to the inside of wells, materials, and
equipment as scale, or in other forms; the wells, materials and equipment located
on or included in the Property may contain NORM and other wastes or
hazardous substances; and NORM-containing material and other wastes or
hazardous substances may have been buried, come in contact with the soil, or
otherwise been disposed of on the Property. Special procedures may be
required for the remediation, removal, transportation, or disposal of wastes,
asbestos, hazardous substances, and NORM from the Properties.
4. Assignee certifies that the Assets have been carefully inspected, and
Assignee hereby agrees to assume full responsibility for compliance with all
obligations, liabilities and regulations concerning the condition, including
subsurface condition, of the Property.
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5. Assignee hereby assumes all duties, liabilities and obligations, express or
implied, imposed upon Assignor under the provisions of the Leases and any and
all assignments, subleases, farmout agreements, assignments of overriding
royalty, joint operating agreements, easements, rights-of-way, and all other
contracts, agreements and instruments affecting the Property, whether recorded
or unrecorded, and under all applicable laws, rules, regulations, orders and
ordinances; including, but not limited to, the plugging and abandonment of the
wells included in this assignment as well as other wells drilled hereafter on the
Leases, and the clean-up and restoration of the premises on which the wells are
located.
6. ASSIGNOR DOES HEREBY AGREE TO WARRANT AND DEFEND THE
TITLE TO THE ASSETS HEREBY CONVEYED AGAINST THE CLAIM OF
EVERY PERSON WHATSOEVER, CLAIMING BY, THROUGH OR UNDER
ASSIGNOR BUT NOT OTHERWISE. EXCEPT FOR THE WARRANTY SET
FORTH IN THE PRECEDING SENTENCE, THIS ASSIGNMENT IS MADE
WITHOUT WARRANTY OF ANY TYPE, EXPRESS, STATUTORY, OR
IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF TITLE.
ASSIGNEE ACKNOWLEDGES THAT IT HAS INSPECTED AND HAS
SATISFIED ITSELF AS TO THE CONDITION OF THE ASETS. ALL WELLS,
PERSONAL PROPERTY AND-FIXTURES ARE INTENDED TO BE AND ARE
HEREBY SOLD AND ACCEPTED ON AN "AS IS", "WHERE IS WITH ALL
FAULTS" BASIS. ASSIGNOR MAKES NO REPRESENTATION OR
WARRANTY, EXPRESS, STATUTORY OR IMPLIED AS TO THE VALUE,
MERCHANTABILITY, DESIGN, CONDITION, OPERATION, QUANTITY,
DURABILITY, QUALITY OF MATERIAL OR WORKMANSHIP, FITNESS FOR
USE, OR AGAINST ANY TYPE OF INFRINGEMENT OF SUCH PERSONAL
PROPERTY AND FIXTURES WHETHER ARISING FROM THE COURSE OF
PERFORMANCE, COURSE OF DEALING, USAGE OR TRADE, OR
OTHERWISE. This Assignment is made with full substitution and subrogation to
Assignee in and to all covenants and warranties by others heretofore given or
made with respect to the subject Assets.
7. The Assets shall be owned by Assignee in the following proportions:
Merit Energy Partners III, L.P. 7.00%
Merit Partners, L.P. 9 00%
100.00%
8. Assignor and Assignee will execute, acknowledge and delivery to the other
such further instruments, and take such other action, as may be reasonably
requested in order to more effectively assure to said party all of the respective
properties, rights, titles, interest, estates and privileges intended to be assigned,
delivered or inuring to the benefit of such party in consummation of the
transaction contemplated hereby.
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TO HAVE AND TO HOLD the same unto the said Assignee forever. The
provisions hereof shall be covenants running with the land and shall inure to the
benefit of and be binding upon Assignor and Assignee, their respective personal
representatives, successors and assigns.
IN WITNESS HEREOF, the undersigned have executed this instrument on the
date of the acknowledgements annexed hereto, but to be effective for all purposes
from and after the 1st day of October, 2001.
ASSIGNOR:
FMI W
By: •
F. Lee Ro inson, Manager
ASSIGNEE:
MERIT PARTNERS, L.P.
MERIT ENERGY PARTNERS III, L.P.
By: MERIT ENERGY COMPANY
General rt er/
By: �< '
Fred N. Diem, Vice resident
STATE OF COLORADO §
COUNTY OF S h0-EAL" § '
^ hies instrument was acknowledged before me on the /9 day of
A{2ri4 ar , 2001, by F. Lee Robins Manager of FMI WELD LLC, a Colorado
corporation, on behalf of said corporatieaurdrisk
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11 R 55.00 D 0.O Weld County CO
5 of
STATE OF TEXAS §
COUNTY OF DALLAS §
This instrument was acknowledged before me on the Mkday of
AoCpryv�,QrC- 2001, by Fred N. Diem, Vice President of MERIT ENERGY
C MPANY, a Delaware corporation, on behalf of said corporation in its capacity as
General Partner of MERIT ENERGY PARTNERS III, L.P. and MERIT PARTNERS,
L.P., both Delaware limited partnerships.
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Notary Pub ' , State of Texas `
7 . E STEPHANIE LOT!
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EXHIBIT"A'r -4�
LEASES AND WELLS
(Weld County,Colorado)
Well Lessor Lessee Date Book/Reception Description o^�
Pfeiffer 9-26 Ruth M.Priest and Sovereign Oil Company 11/26/85 1095/2035777 Township 6 North,Range 64 West o r
Pfeiffer 15-26 Donald Priest Section 26:NE/4 SE/4, SW/4 SE/4 C p�
Robert E.Carlson and Sovereign Oil Company 11/26/85 1095/2035776 Township 6 North,Range 64 West a y moo
Ruby P.Carlson Section 26:NE/4 SE/4, SW/4 SE/4 c
Paul B.Carlson and Sovereign Oil Company 11/26/85 1095/2035775 Township 6 North,Range 64 West n
Dora Carlson Section 26: NE/4 SE/4,SW/4 SE/4 a gal
oar
Oscar T.Carlson and Sovereign Oil Company 11/26/85 1095/2035774 Township 6 North,Range 64 West S
Bernice Carlson Section 26:NE/4 SE/4, SW/4 SE/4 was
Carl A.Pfeiffer, Coors Energy Company 01/19/83 987/1915660 Township 6 North,Range 64 West
Goldia Pfeiffer,and Section 26: NE/4 SE/4,SW/4 SE/4
Jonathan M.Pfeiffer
Roth 5-30 Gerald Lee and Petrogulf Energy 06/08/82 973/1898715 Township 6 North,Range 64 West
Roth 6-30 Janet Marie Roth Company Section 30: S/2 NW/4,except
railroad right-of-way
Helen Stolte Sunshine Valley 09/17/85 1085/2026321 Township 6 North,Range 64 West
Petroleum Corporation Section 30: metes and bounds in
S/2 NW/4
Ella M.Denton Sunshine Valley 09/17/85 1085/2026320 Township 6 North,Range 64 West
Petroleum Corporation Section 30:metes and bounds in
S/2 NW/4
JN—
I yco
03 OMNI
S—s—
Champlin Petroleum Sunshine Valley 12/01/85 1114/2054928 Township 6 North,Range 64 West • mom
Company Petroleum Corporation Section 30:RR ROW in S/2 NW/4 0-_
Well Lessor Lessee Date Book/Reception Description
1r
co1iM=
• Barrett 11-26 Ronnie A.Barrett, Sunshine Valley 07/07/87 1162/2106353 Township 6 North,Range 64 West gi-
Barrett 12-26 Jerry L.Barrett,and Petroleum Corporation Section 26: N/2 SW/4 mma
a
Barbara Maxine Barrett
V,MEM
Edwin P. Haefeli and Sunshine Valley 07/07/87 1162/2106354 Township 6 North,Range 64 West o
co
Joseph L.Haefeli Petroleum Corporation Section 26: N/2 SW/4 0 3
e -
orai
Mark 11-35 Union Pacific Railroad Pan American 11/25/70 638/1559660 Township 6 North,Range 64 West -_
Mark 12-35 Company Petroleum Corporation Section 35: E/2 SW/4,NW/4 SW/4
Mark 14-35
Gatewood 3-1 Victor Verity,, Aeon Energy Company 03/17/82 970/1895423 Township 5 North,Range 65 West
Gatewood 4-1 Conservator of Grace Section 1:N/2 NW/4,SE/4 NW/4,
Gatewood 6-1 Kight Gatewood Estate NE/4 SW/4
Gatewood 11-1
Weld County,Colorado Sunshine Valley 04/22/87 1154/2097274 Township 5 North,Range 65 West
Petroleum Corporation Section 1: .737 acre parcel in
NE/4 SW/4
Mossberg 2-31 Union Pacific Resources Sunshine Valley 06/22/87 1164/2107916 Township 5 North,Range 66 West
Company Petroleum Corporation Section 31:NW/4 NE/4
Mossberg 7-31 Union Pacific Resources Sunshine Valley 06/22/87 1164/2107920 Township 5 North,Range 66 West
Company Petroleum Corporation Section 31: SW/4 NE/4
mN-
._,N-
S
Jr
Jerke 8-7 Union Pacific Resources Sunshine Valley 06/22/87 1164/2107932 Township 4 North,Range 65 West 4'selimn
N
SI
Company Petroleum Corporation Section 7: SE/4 NE/4 a--
ON_
Well Lessor Lessee Date Book/Reception Description os
t
FLB 10-3 Union Pacific Resources Sunshine Valley 06/22/87 1164/2107936 Township 4 North,Range 66 West m a
Company Petroleum Corporation Section 3: NW/4 SE/4 `ate
oens
= = S
Lundvall 2-19 Union Pacific Resources Sunshine Valley 06/22/87 1164/2107924 Township 5 North,Range 66 West c
Company Petroleum Corporation Section 19:NW/4 NE/4 0-=
O
Lundvall 7-19 Union Pacific Resources Sunshine Valley 06/22/87 1164/2107928 Township 5 North,Range 66 West mem
elm
Company Petroleum Corporation Section 19: SW/4 NE/4
Jones 4-11 M.E.Davidson Sunshine Valley 03/02/87 1149/2091971 Township 5 North,Range 65 West
Petroleum Corporation Section II:N/2 NW/4 NW/4
Elmer H.Jones and Sunshine Valley 12/15/86 1139/2081694 Township 5 North,Range 65 West
Alice V.Jones Petroleum Corporation . Section 11: S/2 NW/4 NW/4
Yaklich 5-11 Richard Geisert and Petrogulf Energy 04/28/82 968/1891778 Township 5 North,Range 65 West
Francis Geisert Company Section 11: SW/4 NW/4
Frank Stanley Davis and Richard L.Lewis 12/08/80 924/1846390 Township 5 North,Range 65 West
Bernard Houtchens, Section 11: SW/4 NW/4
Trustees of Trust
Frank Stanley Davis Richard L.Lewis 12/08/80 924/1846389 Township 5 North,Range 65 West
ID•
N-
10
Corporation Section 11:SW/4NW/4
0.-
C
Robert Timothy Davis Richard L.Lewis 12/08/80 937/1859381 Township 5 North.Range 65 West C"mgr
Company Section 11:SW/4NW/4 �e
ON—
Frank Stanley Davis and Richard L.Lewis 12/08/80 924/1846391 Township 5 North.Range 65 West b
Bernard Houtchens, Section 11:SW/4 NW/4
a
Trustees of Trust m
Well Lessor Lessee Date Book/Reception Description aa�
o CO
Linhart 3-33 Gerald L.Linhart and Golden Buckeye 04/24/85 1075/2015863 Township 5 North,Range 66 West
• Sharon Linhart Petroleum Corporation Section 33:N/2 NW/4 oo
—
3
o_—
o nom
Mark"E"Unit#1 Union Pacific Pan American 11/25/70 638/1559660 Township 4 North,Range mwww
Railroad Company Petroleum Corporation 65 West -'
Sec 35: NW/4 and 5/2
Mark Pipeline see map and description attached
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