HomeMy WebLinkAbout20003372.tiff x c Anil NOM 11111!1 IIII 111111 Ili 11111 III!
2755280 03/14/2000 10:39A JA Suki Tsukamoto
1 of 7 9 35.00 D 0.00 Weld County CO
ASSIGNMENT AND BILL OF SALE
KNOW ALL MEN BY THESE PRESENTS:
THAT for and in consideration of Ten Dollars and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Thermo
Cogeneration Partnership L.P., a Delaware limited partnership whose address is 1735
Nineteenth Street, Denver, Colorado 80202 ("Thermo"), does hereby ASSIGN, TRANSFER,
SET OVER and CONVEY unto FMI Weld LLC, a Colorado limited liability company whose
address is 745 Gilpin Street, Denver, Colorado 80218 ("FMI"), subject to the terms and
provisions set forth herein, all of Thermos right, title and interest in and to the following: the oil
and gas leases (the "Leases") and the 23 wells shown in the attached Exhibit A; the materials,
equipment, personal property, fixtures and improvements located on lands covered by the
leases or used in connection with the leases and wells; operating agreements, surface use
and damage agreements, permits, licenses, rights-of-way, easements, and other contracts and
agreements relating thereto; amounts withheld by Valley Operating, Inc. in connection with the
payment of ad valorem taxes which are not yet due and payable relating to the leases and
wells; files, records and other data relating to the leases and wells, and all revenues derived
from production of the wells beginning on the Effective Date as hereinafter defined, excepting
and retaining, however, the right of reasonable access to the assigned files, records and data
for Thermo's normal business purposes (collectively, the"Assets").
1. THIS ASSIGNMENT AND BILL OF SALE IS MADE BY THERMO AND
ACCEPTED BY FMI WITHOUT REPRESENTATIONS, COVENANTS OR WARRANTIES OF
ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO
REPRESENTATIONS AND WARRANTIES RELATING TO TITLE OR THE QUANTUM OF
INTEREST CONVEYED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
THIS ASSIGNMENT AND BILL OF SALE IS EXECUTED WITHOUT ANY EXPRESS OR
IMPLIED WARRANTY OR REPRESENTATION AS TO THE MERCHANTABILITY OF ANY OF
THE WELLS OR EQUIPMENT OR THEIR FITNESS FOR ANY PURPOSE. t IT IS
UNDERSTOOD AND AGREED THAT FMI HAS INSPECTED THE PROPERTY AND
PREMISES AND HAS SATISFIED ITSELF AS TO THEIR PHYSICAL AND ENVIRONMENTAL
CONDITION, BOTH SURFACE AND SUBSURFACE, AND THAT FMI IS ACCEPTING ALL OF
THE SUBJECT INTERESTS IN THEIR "AS IS, WHERE IS" CONDITION. IN ADDITION,
THERMO MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO
THE ACCURACY OR COMPLETENESS OF ANY DATA, INFORMATION OR MATERIALS
HERETOFORE OR HEREAFTER FURNISHED FMI IN CONNECTION WITH THE SUBJECT
INTERESTS, OR AS TO THE QUALITY OR QUANTITY OF HYDROCARBON RESERVES (IF
ANY) ATTRIBUTABLE TO THE SUBJECT INTERESTS OR THE ABILITY OF THE
INTERESTS TO PRODUCE HYDROCARBONS. ANY AND ALL SUCH DATA, INFORMATION
AND OTHER MATERIALS FURNISHED BY THERMO HAS BEEN PROVIDED FMI AS A
CONVENIENCE AND ANY RELIANCE ON OR USE OF THE SAME IS AT FMI'S SOLE RISK.
2. This Assignment and Bill of Sale shall be effective as of 8:00 a.m. on
October 1, 1999 (the "Effective Date"). Retroactively to the Effective Date, FMI hereby
assumes, becomes responsible for, and agrees to comply with all duties and obligations of
Thermo, express or implied, with respect to the Assets, including, without limitation (i) those
arising under or by virtue of any lease, contract, agreement, document, permit, applicable
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statute or rule, regulation or order of any governmental authority, (ii) any governmental request
or requirement to plug, replug and/or abandon any well of whatsoever type, status or
classification, (iii) any environmental condition of the assets, and (iv) those requiring any
environmental remediation or other action with respect to the property or premises (such
assumption expressly excludes any responsibility by FMI in respect of liens, mortgages or
security interests granted or suffered by Thermo or its affiliates which may affect the Assets).
Retroactively to the Effective Date, FMI shall indemnify, defend and hold
harmless Thermo from all costs, expenses, claims, demands, judgments, actions or causes of
action (the "Claims") arising out of or otherwise relating to the failure of FMI to discharge (a)
any and all of the obligations which FMI assumes pursuant to the preceding paragraph of this
Section 2 and (b) all costs, expenses, royalties, and other obligations relating to the Assets
which accrue from and after the Effective Date, even if the Claims arise out of the negligence
of Thermo.
Except as otherwise specifically provided in the following paragraph, all costs,
expenses, royalties, taxes and other obligations relating to the Assets which accrue prior to the
Effective Date shall be paid and discharged by Thermo; and all costs, expenses, royalties,
taxes and other obligations relating to the Assets which accrue from and after the Effective
Date shall be assumed, paid and discharged by FMI.
All amounts currently held otherwise controlled by Valley Operating, Inc. in
connection with future ad valorem taxes in respect of the Assets shall continue to be held or
controlled by Valley Operating, Inc., or any operator that may succeed Valley Operating, inc.,
and shall be used to pay such ad valorem taxes as they become due and payable.
3. Thermo will execute and deliver such other and additional instruments,
notices, and other documents as may be necessary to assure to FMI or its successors or
assigns all of the respective rights and interests herein granted.
4. The interests assigned herein are subject to and shall bear their
proportionate share of all existing burdens on the Leases.
EXECUTED this �� day of �eb,rua-rO , 2000, but effective as of
8:00 a.m. on October 1, 1999. (/
THERMO COGENERATION
PARTNERSHIP L.P.
By: Thermo Ft. Lupton, L.P.,
a General Partner
By: Thermo Ft. Lupton I, Inc., FMI WELD LLC
a General Partner
SASd.:
By: By: ALL \ t
Curtis R. Jew• F. Lee Robinson
Vice Presidents Member
111 I111111111111 III 11111111111 lilt\III1111111111111
2755280 7 3600 0 0.00 Weld 0JCounty CO kamolo
STATE OF COLORADO ) 1111111111111111111 IOU14/2000 10:394 JA
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SS: 3 of 7 R 35.00 0 0.00 Weld County CO
CITY AND COUNTY OF DENVER )
The foregoing instrument was acknowledged before me this gQ d Fiala__ 2000, by Curtis R. Jensen, as Vice President of Thermo Ft.�Lupton Ia Inc.,
a corporatioili acting in its capacity as a General Partner of Thermo Ft. Lupton L.P., a limited
partnership which in turn is acting in its capacity as a General Partner of Thermo Cogeneration
Partnership L.P., a Delaware limited partnership.
=; P, y hand and official seal.
I INSKEEP tkili i wo
p
us t. % Notary Public
•.,OF�t,O'"%•32 My Commission Expires: Juict , �� , paOD3
My Commission Expires Jul y14,2003
STATE OF COLORADO )
CITY AND COUNTY OF DENVER ) SS:
The foregoing instrument was acknowledged before me this (k)
day of
tEbruptq , 2000, by F. Lee Robinson, as the sole member of FMI Weld LW, a
Colorado limited liability company.
Witness my hand and official seal.
COP Y po �r� ' 5kccp
., Notary Public
WENDY My Commission Expires: TUtl 141 3
t INSKEEP 1
OF COLpQP�
MYCammissron Expires Jay 14,2003
H 1THERMOIWEL0CTY5.EX8
(01/03/00)
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EXHIBIT A:
SCHEDULE OF LEASES AND WELLS p pa_
(Weld County, Colorado) Ira
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Well Lessor Lessee Date Book/Reception Description
Pfeiffer 9-26 Ruth M. Priest and Sovereign Oil Company 11/26/85 1095/2035777 Township 6 North,Range 64 West'
Pfeiffer 15-26 Donald Priest Section 26:NE/4 SE/4, SW/4 SE/4 e o
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Robert E. Carlson and Sovereign Oil Company 11/26/85 1095/2035776 Township 6 North, Range 64 West Po
Ruby P. Carlson Section 26: NE/4 SE/4, SW/4 SE/4 0?m=
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Paul B.Carlson and Sovereign Oil Company 11/26/85 1095/2035775 Township 6 North, Range 64 West E
Dora Carlson Section 26: NE/4 SE/4, SW/4 SE/4 o as
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Oscar 1'.Carlson and Sovereign Oil Company 11/26/85 1095/2035774 Township 6 North, Range 64 West _4-
Bernice Carlson Section 26: NE/4 SE/4, SW/4 SE/4 e
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 imm
Jonathan M. Pfeiffer —
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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 Stolle 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
Champlin Petroleum Sunshine Valley 12/01/85 1114/2054928 Township 6 North,Range 64 West
Company Petroleum Corporation Section 30: RR ROW in S/2 NW/4 •
Well Lessor Lessee Date Book/Reception Description
O1ra
Barrett 11-26 Ronnie A.Barrett, Sunshine Valley 07/07/87 1162/2106353 Township 6 North,Ranee 64 West -g,�
Barrett 12-26 Jerry L. Barrett,and Petroleum Corporation Section 26: N/2 SW/4 "o'a
Barbara Maxine Barrett 00
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Edwin P.Haefeli and Sunshine Valley 07/07/87 1162/2106354 Township 6 North,Range 64 West o el
Joseph L. Haefeli Petroleum Corporation Section 26:N/2 SW/4 oo-
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Mark 11-35 Union Pacific Railroad Pan American 11/25/70 638/1559660 Township North, Range 65 West m a�
Mark 12-35 Company Petroleum Corporation Section 35: E/2 SW/4, NW/4 SW/4 nc=
Mark 14-35 €'y�
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Gatewood 3-1 Victor Verity, Aeon Energy Company 03/17/82 970/1895423 Township 5 North, Rjnge 65 West E=
Gatewood 4-1 Conservator of Grace Section 1: N/2 NW/4,SF/4 NW/4, o a�
Gatewood 6-1 Kight Gatewood Estate NE/4 SW/4 as a
Gatewood 11-1
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Weld County,Colorado Sunshine Valley 04/22/87 1154/2097274 Township 5 North, Range 65 West 1�
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
Jerke 8-7 Union Pacific Resources Sunshine Valley 06/22/87 1164/2107932 Township 4 North,Range 65 West
Company Petroleum Corporation Section 7: SE/4 NE/4
Well Lessor Lessee Date Book/Reception Description
FLU 10-3 Union Pacific Resources Sunshine Valley 06/22/87 1164/2107936 Township 4 North,Range 66 West . W
Company Petroleum Corporation Section 3:NW/4 SE/4 0�y
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Lundvall 2-19 Union Pacific Resources Sunshine Valley 06/22/87 1164/2107924 TownshTownship5 North,Range 66 West [ g
Company Petroleum Corporation Section 19: NW/4 NE/4 Ooh
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Lundvall 7-19 Union Pacific Resources Sunshine Valley 06/22/87 1164/2107928 Township 5 North,Range 66 West m s
Company Petroleum Corporation Section 19: SW/4 NE/4 o —
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Jones 4-11 M. E.Davidson Sunshine Valley 03/02/87 1149/2091971 Township 5 North, Range 65 West 8.1
Petroleum Corporation Section 11: N/2 NW/4 NW/4 dEmmi
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Elmer H. Jones and Sunshine Valley 12/15/86 1139/2081694 Township 5 North, Range 65 West
Alice V. Jones Petroleum Corporation Section I L: S/2 NW/4 NW/4
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Yaklicb 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
Corporation Section 11: SW/4 NW/4
•
Robert Timothy Davis Richard L. Lewis 12/08/80 937/1859381 Township 5 North, Range 65 West
Company Section 11: SW/4 NW/4
Frank Stanley Davis and Richard L. Lewis 12/08/80 924/1846391 Township 5 North,Range 65 West
Bernard Houtchens, Section 1 1: SW/4 NW/4
Trustees of Trust
•
•
Well Lessor Lessee Date Book/Reception Description
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Linhart 3-33 Gerald L.Linhart and Golden Buckeye 04/24/85 1075/2015863 Township 5 North,Ranee 66 West -4 o��
Linhart 4-33 Sharon Linhart Petroleum Corporation Section 33:N/2 NW/4 m moms
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