HomeMy WebLinkAbout20013579.tiff 1111111 IIIII 1111111 III 11111111111 111111 11111111 IIII IIII
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2856650 06/12/2001 12:46P SA Sukl Tsukamoto
1 of 84 R 420.00 0 0.00 Weld County CO
CONVEYANCE, ASSIGNMENT AND BILL OF SALE
STATE OF COLORADO•
§
COUNTY OF WELD §
This Conveyance, Assignment and Bill of Sale ("Assignment"), dated
effective as of 7:00 a.m.,. Central Standard time, on April I, 200't(the "Effective
Time"), is from SW Production Company, a Colorado limited partnership, and
Southwestern Eagle, L.L.C., a Louisiana limited liability company (collectively
"Assignor"), each of whose address is 1675 Larimer Street, Suite 820, Denver,
Colorado 80202 to Merit Partners, L.P., Merit Energy Partners III, L.P., and Merit
Energy Partners D-III, L.P. (collectively "Assignee"), each a Delaware limited
partnership whose address is 12222 Merit Drive, Suite 1500, Dallas, Texas 75251.
PART I
GRANTING AND HABENDUM CLAUSES
For Ten Dollars ($10.00) and other good and valuable consideration, the
receipt and sufficiency of which Assignor hereby acknowledges, Assignor has
transferred, bargained, conveyed, and assigned, and does hereby transfer, bargain,
convey and assign to Assignee, effective for all purposes as of the Effective Time, all of
the right, title and interest of Assignor in and to the following properties and assets
(such properties and assets being hereinafter called the "Assets"):
1.1. The oil, gas and/or mineral leases, permits, licenses, concessions,
leasehold estates, royalty interests, overriding royalty interests, net revenue interests,
executory interests, net profit interests, working interests, reversionary interests, fee
and term mineral interests described on Exhibit A, and any other interests of Assignor
in Hydrocarbons (as hereinafter defined) described on Exhibit A, together with any
interest therein which Assignor is entitled to receive by reason of any participation,
joint venture, farm-in, farm-out, joint operating agreement or other agreement
(collectively the "Leases");
• 1.2 Insofar as the same are attributable to, appurtenant to, incidental to,
or used for the operation of the Leases:
(a) all surface leases, easements, rights-of-way, permits, licenses, servitudes
or other interests, including without limitation those described on Exhibit A;
(b) all wells, equipment and other personal property, inventory, spare parts,
tools, fixtures, pipelines, platforms, tank batteries, appurtenances, and improvements
situated upon the Leases and used orheld for use in connection with the development or
operation of the Leases or the production, treatment, storage, compression, processing
or transportation of Hydrocarbons from or in the Leases;
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(c) all contracts, agreements, and title instruments to the extent attributable to
and affecting the Assets, including, without limitation, all Hydrocarbon sales, purchase,
gathering, transportation, treating, marketing, exchange, processing, and fractionating
contracts, and joint operating agreements; and
(d) originals of all lease files, land files, well files, engineering files,
production records, division order files, abstracts, title opinions, and contract files,
insofar as the same are directly related to the Leases; including, without limitation, all
seismic, geological, geochemical, and geophysical information and data, to the extent
that such data is not subject to any third party restrictions that prevent transfer of same
to Assignee, but including Assignor's proprietary interpretations of same;
1.3 All merchantable oil and condensate (for oil or liquids in storage
tanks, being only that oil or liquids physically above the top of the inlet connection into
such tanks) and all of Assignor's unsold inventory of gas plant products produced from
or attributable to the Leases prior to the Effective Time which have not been sold by
Assignor and are in storage at the Effective Time;
1.4 The wells and Units listed on Exhibit B.
together with all and singular the rights and appurtenances thereto in any wise
belonging. For purposes of this Assignment, "Hydrocarbons" shall mean crude oil,
natural gas, casinghead gas, condensate, sulphur, natural gas liquids and other liquid or
gaseous hydrocarbons (including CO2), and shall also refer to all other minerals of
every kind and character which may be covered by or included in the Leases and
Assets.
TO HAVE AND TO HOLD, subject to the terms, exceptions and other
provisions herein stated, the assets unto Assignee, its successors and assigns, forever.
PART II
MISCELLANEOUS
2.1 Special Warranty of Title; Subrogation. Assignor hereby binds
Assignor, and Assignor's successors and assigns, to warrant and forever defend all and
singular the Assets unto Assignee, and Assignee's successors and assigns, against every
person whomsoever claiming or to claim the same, or any part thereof, by, through or
under Assignor but not otherwise. The warranty set forth above is a special warranty of
title and applies only to matters by, through or under Assignor. Assignor makes no
warranty of title, express, implied, or statutory, with respect to the actions or inactions
of its predecessors in interest.
The assignments and conveyances made by this Assignment are made with
full substitution and subrogation of Assignee, and all persons claiming by, through and
under Assignee, to the extent assignable, in and to all covenants and warranties of
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2856660 3 of 84 R420.00 6 D 0.00 Weld County CO 01 12:46P JA Sukl Tsukamoto
Assignor's predecessors in title and with full subrogation of all rights accruing under
the applicable statutes of limitation or prescription under the laws of the State of
Colorado and all rights of actions of warranty against all former owners of the Assets.
2.2 Disclaimers. Assignor and Assignee agree that, to the extent
required by applicable law to be operative, the disclaimers of certain warranties
• contained in this paragraph are "conspicuous" disclaimers for the purposes of any
applicable law, rule or order. The equipment and other personal property included
within the Assets is assigned to Assignee without recourse (even as to the return of the
purchase price or other consideration), covenant or warranty of any kind, express,
implied or statutory. WITHOUT LIMITING THE EXPRESS PROVISIONS HEREOF,
ASSIGNEE SPECIFICALLY AGREES THAT ASSIGNOR IS CONVEYING THE
EQUIPMENT AND OTHER PERSONAL PROPERTY INCLUDED WITHIN THE
ASSETS ON AN "AS IS, WHERE IS, WITH ALL FAULTS" BASIS AND WITHOUT
REPRESENTATION OR WARRANTY, EITHER EXPRESS, IMPLIED AT COMMON
LAW, BY STATUTE OR OTHERWISE, OR STATUTORY, ALL OF WHICH
ASSIGNOR HEREBY DISCLAIMS, RELATING TO (i) TITLE,
(ii) TRANSFERABILITY, (iii) FITNESS FOR ANY PARTICULAR PURPOSE,
MERCHANTABILITY, DESIGN OR QUALITY, (iv) COMPLIANCE WITH
SPECIFICATIONS OR CONDITIONS REGARDING OPERATION, (v) ABSENCE OF
LATENT DEFECTS, OR (v) ANY OTHER MATTER WHATSOEVER. THE
PROVISIONS OF THIS SECTION HAVE BEEN NEGOTIATED BY ASSIGNEE AND
ASSIGNOR AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A
r COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR
WARRANTIES OF ASSIGNOR, EITHER EXPRESS, IMPLIED OR STATUTORY,
WITH RESPECT TO THE EQUIPMENT THAT MAY ARISE PURSUANT TO ANY
LAW NOW OR HEREAFTER IN EFFECT OR OTHERWISE, EXCEPT AS
EXPRESSLY SET FORTH HEREIN.
2.3 Subject to Purchase and Sale Agreement. This Assignment is
delivered pursuant to Purchase and Sale Agreement dated as of May 4, 2001, between
Assignor and Assignee (the "Agreement"). In the event of any conflict between the
terms and conditions of this Assignment and the Agreement, the terms and conditions of
the Agreement shall govern and control.
2.4 Further Assurances. The parties agree to take all such further
actions and execute, acknowledge and deliver all such further documents that are
necessary or useful in carrying out the purposes of this Assignment. So long as
authorized by applicable law so to do, Assignor agrees to execute, acknowledge and
deliver to Assignee all such other additional instruments, notices, division orders,
transfer orders and other documents and to do all such other and further acts and things
as may be necessary to more fully and effectively convey and assign to Assignee the
Assets conveyed hereby or intended so to be conveyed.
2.5 Successors and Assigns. This Assignment shall bind and inure to
the benefit of Assignor and Assignee and their respective successors and assigns.
3
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4 of
2.6 Governing Law. This Assignment shall be governed by and
interpreted in accordance with the laws of the State of Colorado, without regard to any
conflicts of law rule that would direct application of the laws of another jurisdiction.
2.7 Exhibits. All exhibits attached hereto are hereby made a part
hereof and incorporated herein by this reference. References in such exhibits to
instruments on file in the public records are made for all purposes. Unless provided
otherwise, all recording references in such exhibits are to the appropriate records of the
counties in which the Assets are located.
2.8 Captions. The captions in this Assignment are for convenience
only and shall not be considered a part of or affect the construction or interpretation of
any provision of this Assignment.
2.9 Ownership Percentage of Assignee. The Assets shall be owned by
Assignee in the following proportions:
Merit Partners, L.P. 91.5%
Merit Energy Partners III, L.P. 7.0%
Merit Energy Partners D-III, L.P. L5.°La
100.0%
r/ 2.10 Merger of Interests. It is the intention of the Parties that, upon
l_ execution of this Assignment, any and all overriding royalty interest or similar interest
owned by Assignor will be merged into the working interest assigned to Assignee and
thereby will be extinguished.
[Remainder of page intentionally left blank]
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2856650
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0ci 84 R 420.00 D 0 00 Weld County CO
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EXECUTED as of the dates of the acknowledgments below, to be
effective for all purposes as of the Effective Time.
ASSIGNOR:
SW PRODUCTION COMPANY
By: SOUTHWESTERN PRODUCTION CORP.,
General P t /r /
By._ 1 ���
ames W. Williams, Jr., President
SOUTHWESTERN EAGLE, L.L.C.
B AC
mes W. Williams, Jr., Manager
ASSIGNEE:
MERIT PARTNERS, L.P.
MERIT ENERGY PARTNERS III, L.P.
By: MERIT ENERGY COMPANY,
General Partner
By: —7177
Fred N. Diem, Vice Presi ent
MERIT ENERGY PARTNERS D-III, L.P.
By: MERIT PARTNERS, L.P.
General Partner
By: MERIT ENERGY COMPANY,
Gener Pa tner
By:
Fred N. iem, Vice Pre ' ent
5
1 111111 IIIII 111111 III 1111111 IIII 111111 III IIIII IIII IIII
2866660 06/12/2001 12:46P JA Sold Tsukamoto
6 of 84 R 420.00 0 0.00 Weld County CO
STATE OF COLORADO §
CITY & COUNTY OF DENVER §
This instrument was acknowledged before me on the 1st- day of June,
2001, by James W. Williams, Jr., Manager of SOUTHWESTERN EAGLE, L.L.C., a
Louisiana limited liability company.
iirR/O2./4/S t l�
;Oa ry Public, State of t o rado
••
My C mission Expires:
/— /3 -010,20
OF CO O
My Commission E;oIres 11/132002
STATE OF COLORADO §
CITY & COUNTY OF DENVER §
This instrument was acknowledged before me on the /St' day of June,
2001, by James W. Williams, Jr. President of Southwestern Production Corp., a
C Colorado corporation, on behalf of said corporation in its capacity as General Partner of
SW PRODUCTION COMPANY, a Colorado limited partnership, on behalf of the
limited partnership.
:AN . dpy�y1
0 4\,.O-T,4* .(-9 y Public, State of C r do
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e • My Commission Expires:
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My Commission Expires 11/13/2002
6
111111111111111111 III 1111111 IIII 111111 III 11111 IIII IIII
2856050 05/12/2001 12:46P JA SuM Tsukamato
7 of 84 R 420.00 D 0.00 Weld County CO
STATE OF COLORADO §
CITY & COUNTY OF DENVER §
This instrument was acknowledged before me on the /SF clay of June,
2001, by Fred N. Diem, Vice President of Merit Energy Company, 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, on behalf of the limited partnerships.
' '' '''
e/O1.4R so Public, State of Colors o
J-•%.1.•
My Co mission Expires:
•
A.AVB4�G:Pe
TFOF CO-OP
My Commissos Ei[es 111132 02
STATE OF COLORADO §
CITY & COUNTY OF DENVER §
CThis instrument was acknowledged before me on the /S7Lday of June,
2001, by Fred N. Diem, Vice President of Merit Energy Company, a Delaware
corporation, in its capacity as General Partner Merit Partners, L.P., in its capacity as
General Partner of MERIT ENERGY PARTNERS D-III, L.P., a Delaware limited
partnership, on behalf of the limited partnership.
rk • 112/4)%s •
JC "OTAR� s0 si otary Public, State o olorado
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My Commission Expires:
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MyCommsssion Expires 11/13/20(Y2
2&09456 I.DOC
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INTRODUCTION TO EXHIBIT A co
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Exhibit A contains the identification and legal description of the Leases subject to this Conveyance, Assignment and Bill of raii
• Sale. The columns titled "BOOK" and "RECEP. NO." refer to the book and reception number in the real property records of the o o� '
Clerk and Recorder of the county in which a Lease is located where the instrument containing a full legal description of the lands s�
covered by said Lease is contained. Reference is hereby made to those instruments for all purposes. p
oo..
The columns in Exhibit A titled"TWP.," "RGE." and "SEC" list the Township, Range and Section, respectively, in which ��sr"
Assignor's interest in a Lease is located. The column titled "LANDS" describes the subdivision or lands within a Section in which
Assignor's interest in a Lease is located. However, as to many Leases, the column titled "LANDS" contains an abbreviated 9 —
description of lands that arc more fully described in a deed or other instrument identified •in such description, or where no x�
instrument is identified or is merely identified as "Lease" or "Oil & Gas Lease," the Lease referred to in the "BOOK" and "RECEP. y
NO." columns, and is not intended to be a complete legal description. With respect to any legal description under "LANDS" that o
refers to or lists, as either included or excepted from, a described subdivision of land any of the following:
o -_
"[number] AC. OUT OF" 5a
"PART OF" niaam
"A METES & BOUNDS TR IN"
"PARCEL"
"AS TO [number] ACRE TRACT"
"STRIP ACROSS"
"TRACT WITH METES AND BOUNDS DESCRIPTION"
but does not specifically identify the referenced acreage, part, parcel, tract or strip with said Section, or that is otherwise
incomplete in any way, Exhibit A incorporates by reference the legal description contained in (1) the document for which recording
data is listed under "LANDS," if any, or (2) if no recording data is listed under "LANDS," the Lease for which recording data is
listed (under "BOOK" and "RECEP. NO.") to the left of that legal description.
Notwithstanding the foregoing, any description under "LANDS" that specifically limits the applicability of the listed legal
description by stating any of the following:
"AS IT PERTAINS TO THE WELLBORE OF [well name]"
"INSOFAR AS PRODUCTION IS ATTRIBUTABLE TO WELLS IN THE [legal description] ONLY"
"[Well name] WELLBORE"
"INSOFAR AS IT FALLS WITHIN [legal description]"
"LIMITED TO"
"LIM TO"
Page 1 of 3
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or contains any other specific limitation, such limitation controls over the complete legal description listed under "LANDS"or oramm
contained in the applicable Lease. p��
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Notwithstanding anything to the contrary contained in Exhibit A, it is the intent of the parties that Assignor convey to 0 0�
Assignee all of Assignor's right, title and interest of every kind and nature in and to the Leases and lands described in Exhibit A o'-''Imn,
• that is associated with the Wells and locations described on Exhibit B to the Assignment (without regard to proration or spacing
units), less and except the following: o 6 a
1. any portion of, or depth or formations in and under, the Leases in which Assignor does not own a working interest as s
of the Effective Time; • 0 ra
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2. as to Sections 28, 29, 30, 31 and 32, Township 4 North, Range 66 West, Weld County, Colorado (the "Deep Rights 2
Land"), all leasehold interests owned by Assignor in the Leases and lands described on Exhibit A that lie below 100 feet below the 2E
base of the Codell Formation, which are excepted and reserved by Assignor; and c so
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MIMI
3. the Leases to the extent they cover the following described lands, as to which Assignor excepts and reserves all of its
leasehold interest: e
a. NWNW, Sec. 20, T4N, R66W,Weld Co., CO
b. NESE, Sec. 28, T4N, R66W, Weld Co., CO
c. NENW, Sec. 29, T4N, R66W, Weld Co., CO
d. SENW, Sec. 29, T4N, R66W, Weld Co., CO
e. SWNE, Sec. 30, T4N, R66W,Weld Co., CO
f. NWSE, Sec. 31, T4N, R66W, Weld Co., CO
g. NESE, Sec. 13, T4N, R67W, Weld Co., CO
h. SWSE, Sec. 13, T4N, R67W, Weld Co., CO
i. SESE, Sec. 13, T4N, R67W, Weld, Co., CO
j. SESW, Sec. 13, T4N, R67W, Weld Co., CO
k. NWSE, Sec. 13, T4N, R67W, Weld Co., CO •
I. SWNW, Sec. 24, T4N; R67W, Weld Co., CO
m. NENE, Sec. 24, T4N, R67W, Weld Co., CO
n. NWNE, Sec. 24, T4N, R67W, Weld Co., CO
o. SWNE, Sec. 24, T4N, R67W, Weld Co., CO
p. SENE, Sec. 24, T4N, R67W, Weld Co., CO
q. SESW, Sec. 22, T5N, R64W, Weld Co., CO
r. NESW, Sec. 22, T5N, R64W, Weld Co., CO
Page 2 of 3
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s. SENE, Sec. 22, T5N, R64W, Weld Co., CO O3 g'EIS
i t. SWNE, Sec. 22, T5N, R64W, Weld Co., CO 'g-
u. NENE, Sec. 22, T5N, R64W, Weld Co., CO AN=
la
v. NWNE, Sec. 22, T5N, R64W, Weld Co., CO o o.-
W. NENW, Sec. 22, T5N, R64W, Weld Co., CO c„a
x. NWNW, Sec. 22, T5N, R64W, Weld Co., CO o =n
y. NENE, Sec. 14, T5N, R65W, Weld Co., CO ous
-su
z. SWSE, Sec. II, T4N, R65W, Weld Co., CO o.glm
aa. SWNW, Sec. 14, T5N, R65W, Weld Co., CO `o,.
bb. NWNW, Sec. 21, T5N, R65W, Weld Co., CO (Miller 1-21) o a—
cc. Wellbore of the UPRR Pan Am 41-3 ill well, located in the SE, Sec. 31, T4N, o inc
R66W, Weld Co., CO o -��
is
Further, it is the intent of Assignor and Assignee that, notwithstanding any differences among the dcpth limitations that may o3
• be contained in prior assignments of record covering all or part of the Deep Rights Land, that Assignor assign to Assignee all right, 0 MIA
title and interest of Assignor (1) in each Well and location described in Exhibit B to this Assignment that is located on or includes o
the Deep Rights Land, and (2) in the Leases described in Exhibit A from the surface through 100 feet below the base of the Codell
Formation, insofar as such Leases cover the Deep Rights Land.
i
2805979_5.DOC
Page 3 of 3
KMA EX,- ,I A
6/181
WELD COUNTY,COLORADO THIS ASSIGNMENT IS LIMITED TO DEPTHS BETWEEN
THE SURFACE AND 100 FEET BELOW THE BASE OF THE
SORTED BY TOWNSHIP,RANGE,SECTION CODELL FORMATION IN SECTIONS 28 THROUGH 32-T4N-
R66W. ALL OTHER LANDS AND LEASES ASSIGNED
INCLUDE ALL DEPTHS. rn ro—
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_____ __
SW __ _ 0,
LEASE ID LESSOR LEASE DATE BOOK RECEP.NO. TWP. RGE. SEC. LANDS a.co g a
o
jj MINI=
- - NNE
CO-00363--1 MENDOZA,BARBARA ET AL 12/04/84 1059 1999610 5N 65W 30 PART OF SWI4NW/4 AS DESCRIBED IN o ro
LEASE BY METES&BOUNDS o o�
CO-00364--1 LANGLEY, CECIL A. 01/17/85 1059 1999611 5N 65W 30 PART OF NWI4NW/4 AS DESCRIBED IN
LEASE BY METES&BOUNDS —
CO-00365- ARAGON, MOLLIE 01/17/85 1059 1999612 5N 65W 30 PART OF SW/4NW/4 AS DESCRIBED IN 'moo O✓tI..
LEASE BY METES&BOUNDS -vo
CO-00365-1 ARAGON, MOLLIE 01/17/85 1059 1999612 5N 65W 30 PART OF SW/4NW/4 AS DESCRIBED IN *c_ -ra
LEASE BY METES&BOUNDS ao a
CO-00521- VAUGHAN,LINDAMARIE K 04/27/85 1067 2007766 5N 65W 30 PART OF SW/4NW/4 AS DESCRIBED IN O go Elm.
� ®
LEASE BY METES&BOUNDS $ mgr
CO-00428-A- REGINA MINERAL RESOURCES, INC. 08/31/84 1048 1987607 5N 66W 6 PART OF THE SW/4SW/4 0
CO-00428-B- MCFERREN, BETTY G. 08/31/84 1048 1987608 5N 66W 6 PART OF THE SW/4SW/4 n m
CO-00377- WILKEN,JOHN M.,ET AL 06/03/85 1072 2012919 SN 66W 6 SW/4SE/4 02ii
CO-00458-A- SHANNON,GERTRUDE 12/23/85 1100 2040538 5N 67W 14 SE/4NW/4 �a
CO-00456-B- SHANNON,ROBERT L. 12/23/85 1103 2043618 5N 67W 14 SE/4NW/4 ' a
CO-00458-C- SHANNON,GAYLE T. 12/23/85 1103 2043619 5N 67W 14 SE/4NW/4 s
CO-00458-D- SHANNON,MARVIN N. 12/23/85 1103 2043617 5N 67W 14 SE/4NW/4 MMv
CO-0019,9- ANKENEY,WILLIAM E. 0120/82 963 1886406 6N 64W 28 E/2NE/4
CO-00195-A- ANDERSON,ESTER ET AL 12/10/81 959 18FV1R59 6N 64W 29 PART OF S/2NW/4
CO-00195-B- ANDERSON,MARGARET C. 12/07/81 959 1880858 6N 64W 29 PART OF S/2NW
CO-00196- GREAT WESTERN SUGAR GO. 11/09/87 1180 2125141 6N 64W 29 2 ACRES IN SW/4NW/4
00-00197- UNION PACIFIC RESOURCES CO. 01/01/88 1202 2147629 6N 64W 29 1.4 ACRES IN S2NW/4
CO-00204- WELD COUNTY COLORADO 11/16/87 1179 2123791 6N 64W 30 SOUTH 40'OF S2SE/4
CO-00205-A- BLEHM,THEADOR 12/31/81 959 1880857 6N 64W 30 S2SE/4(EXCEPT SOUTH 40')
CO-00205-B- UHRICH CO.,HAROLD&EMMA 1123/81 962 1884446 6N 64W 30 S2SE/4(EXCEPT SOUTH 40')
CO-00205-C- BLEHM,RENNELTA 11/20/84 1050 1989508 6N 64W 30 3/255/4(EXCEPT SOUTH 40')
CO-00297- ROTH,GERALD LEE ET UX 06/08/82 973 1898715 6N 64W 30 N/2NW/4
00-00576- FRANCEN,NELS ARTHUR, ET AL 03/19/82 968 1892950 6N 64W 30 PART OF E/281A/14
CO-00576-1 FRANCEN,NELS ARTHUR, ET AL 03/19/82 968 1892950 6N 64W 30 PART OF E/2SW/4
CO-00577- CHAMPLIN PETROLEUM COMPANY 12/01/85 1114 2054928 6N 64W 30 PART OF E/2SW/4
CO-00577-1 CHAMPLIN PETROLEUM COMPANY 12/01/85 1114 2054928 6N 64W 30 PART OF E/2SW/4
CO-00248- FARR FARMS COMPANY 11/18/81 954 1876411 6N 64W 31 W/2NW/4(LOT 1)
•
00.00298- FARR FARMS COMPANY 11/18(81 954 1876411 6N 64W 31 SE/4NW/4
j CO-00299- HAYTHORNE FARMS 10/03/80 917 1838855 6N 65W 7 NW/4NW/4
Page 55 of 65 I
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