HomeMy WebLinkAbout972844.tiff9134.
25479)6 B-1605. P-816 05/13/1997 04:38P PG 1 OF 247 REC D0C
Weld County CO JA Suki Tsukamoto Clerk & Recorder 1236.00
Weld County Colorado
ASSIGNMENT, BILL OF SALE AND CONVEYANCE
THIS ASSIGNMENT, BILL OF SALE AND CONVEYANCE ("Assignment"), dated
effective January 1, 1997 at 7:00 a.m., Mountain Daylight Savings Time (the "Effective Time") is
from Vessels Oil & Gas Company, a Colorado corporation, 105017th: Street, Suite 2000, Denver,
Colorado 80265 ("Assignor"), to Montana Gas Investments, LLC, a Colorado limited.liabiltiy
company, 82 Devonshire Street, R22C, Boston, Massachusetts 02109 ("Assignee" or "Mar').
FOR $100.00 and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by Assignor, Assignor hereby sells, transfers, grants, conveys and
assigns to Assignee all of Assignor's right, title and interest in and to the following (all of which are
herein called the "Interests"), subject to the reservations set forth below:
1. The oil and gas wells described in Exhibit A-1 hereto (the "Wells"), together with all
oil, gas and mineral production from the Wells;
2. The oil, gas and other mineral leasehold interests and other leasehold estates created
by the leases; licenses, permits and other agreements described in Exhibit A-2, INSOFAR BUT
ONLY INSOFAR as they cover and relate to the land (the "Land") described in Exhibit A-2 and
Assignor's interest in any pooled, conimunitize& or unitized acreage included in the Lands (the
leasehold estates insofar as they cover the Land are called the "Leases"); together with any mineral
interests, net profits interests, production payments, reversionary interests, overriding royalty
interests and other payments described in Exhibit A-2 made out of or measured by the value -of oil
and gas production;
3. All the real and personal property and rights incident to the. Wells,- the. Land and the
Jsta"es, including to the extent transferable, surface, product purchase and sales agreements,: surface
leases, gas gathering contracts, processing agreements, compression agreements, equipment leases,
unit agreements, pooling agreements, areas of mutual interest; farmout agreements, farmin
agreements, saltwater disposal agreements, water injection agreements, road use agreements,
operating agreements, surface use agreements, easements, rights -of -way, licenses, authorizations,
permits,orders, pooling agreements, spacing agreements, consolidation agreements, gas balancing
agreements and all other agreements relating thereto (excluding any spot sales contracts, storage or
warehouse agreements, supplier contracts, service contracts, insurance contracts,and construction
agreements);
4. All of the personal property, fixtures and improvements, including without limitation,
the interests described on Exhibits A-1 and A-2 appurtenant to the Wells, Leases or Lands
(excluding vehicles and that seismic and other geological and geological technical data whichwas
retained by Assignor as of the Effective Time), or used or obtained in connection with theoperation
of the Wells, or the Leases or with the production, treatment, sale or disposal of hydrocarbons or
water produced therefrom or attributable thereto, including without limitation, pumps, well
equipment (surface and subsurface), saltwater disposal wells, dehydration facilities, treating
facilities (but not processing facilities), flow lines, valves, meters (excluding valves, meters,
equipment and gathering lines located at or after the inlet of the meter run), separators, tanks, tank
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2547916 B-1605 P-816 05/13/1997 04:38P PG 2 OF 247
batteriesand other fixtures but expressly excluding gathering lines and facilities, compressor
stations, 'processing facilities, transportation lines, tools, vehicles, or other rolling stock,
communication equipment, leased equipment, computer equipment and software; and
5. To the extent transferable, the files and records of Assignor relating to the interests
described in paragraphs 1 through 4. above.
TO HAVE AND TO HOLD the interests unto Assignee and its successors and assigns
forever.
This Assignment is made and accepted expressly subject to the following terms and
conditions:
A. THIS ASSIGNMENT IS MADE WITHOUT REPRESENTATION OR
WARRANTY OF ANY KIND, except that Assignor warrants and agrees that the Interests are free
and clear of all liens or encumbrances arising by, through and under Assignor, but not otherwise,
and expressly excluding from such limited warranty the terms, the royalties provided in the Leases,.
the terms, and provisions of the Leases and. those other burdensimposed on the Interests or related
thereto thatare reflected in the calculations used to determine the Working. Interest ("WI") and Net
Revenue Interest;('`NU") figures set forth in Exhibit A-1 and all "Permitted Encumbrances," as
defined in the. Purchase and Sale Agreement dated February 28, 1997, between Assignor and North
American Resources Company ("NAACO"), as amended, whichPurchase and Sale Agreement'
NAACO assigned to MG' pursuant that that certain Assignment of Contractual Rights dated April
22, 1997 (the "Purchase and Sale Agreement"). Notwithstanding the foregoing, this special limited
warranty is not a covenant running with the land but is personal. to Assignee and shall terminate and
claim hereunder may be made after the earlier of (I) April 22, 1998 at 5:00 p.m. Mountain time,
(2) upon the date of assignment or other disposition of the Interests by Assignee(except a
disposition to NARCO) as to thatportion of the Interests -so assigned or disposed of. Assignor's
liability under this special limited warranty is further limited..to twenty-five percent (25%) of the
purchase Price Paid under the Purchase and Sale Agreement.
B. This Assignment is expressly made and accepted subject to those terms and
conditions of the Purchase and Sale Agreement. The parties intend that the terms of this Assignment
and the terms of the Purchase and Sale Agreement not merge. In the event of any conflict.. or
inconsistency between the provisions of this Assignment and thetermsof the Purchase and Sale
Agreement, theterms of the Purchase and Sale Agreement shall control.
C. Assignor also hereby grants and transfers to Assignee its successors and assigns, to
the extent so transferable, the benefit of and the right to enforce the covenants and warranties,if any,
which Assignor is entitled to enforce with respect to the Interests against Assignor's predecessors
in title to the Interests.
D. The parties agree that to the extent required to be operative, the disclaimers of certain
warranties contained in this paragraph are "conspicuous" disclaimers for the purposes of any
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25/7936 B-1605 P-816 05/13/1997 04:38P PG 3 OF 247
applicable law, rule or order. Except for the special limited warranty set forth above and except as
specifically set forth in the Purchase and Sale Agreement, the Interests are assigned to Assignee.
without recourse,.covenant or warranty of any kind, express, implied or statutory. WITHOUT
LIMITATION OF THE GENERALITY OF THE IMMEDIATELY PRECEDING SENTENCE;
ASSIGNOR EXPRESSLY DISCLAIMS AID NEGATES AS TO PERSONAL PROPERTY AND
FDCIURES (a) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (b) ANY
IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULARPURPOSE (c) ANY
IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF
MATERIALS AND (d) ANY IMPLIED OR EXPRESS WARRANTY OF TITLE, OTHER THAN
THE LIMITED WARRANTY TO ASSIGNEE SET FORTH ABOVE. ASSIGNOR ALSO
EXPRESSLY DISCLAIMS AND NEGATES ANY IMPLIED OR EXPRESS WARRANTY AS
TO THE COMPLETENESS AND ACCURACY OF ANY OF THE INFORMATION FURNISHED
WITH RESPECT TO THE EXISTENCE OR EXTENT OF RESERVES OR THE VALUE OF THE
INTERESTS BASED THEREON OR THE CONDITION OR STATE OF REPAIR OF ANY OF
THE INTERESTS (IT BEING UNDERSTOOD THAT ALL RESERVE ESTIMATES. ON WHICH
ASSIGNEE HAS RELIED OR IS RELYING HAVE BEEN DERIVED BY INDIVIDUAL
EVALUATION OR ASSIGNEE) AND AS TO THE PRICESTHAT ASSIGNOR OR ASSIGNEE
ARE OR. WILL BE ENTITLED TO RECEIVE FROM PRODUCTION OF OIL, GAS OR OTHER
SUBSTANCES FROM THE INTERESTS.
E. The references herein to liens or encumbrances are for the purpose of defining the
nature and extent of Assignor's special limited warranty and shall not be deemed to ratify or create
any rights in thud parties. The calculations of WI and NRI on Exhibit A-1 fairly reflect, tothe best
of Assignor's knowledge, Assignor's right, title and interest in and to the Wells and shall be used
only to define the scope of the special limited warranty set forth herein and shall not be deemed to
ratify or create any rights in third parties or limit the scope of -Assignor's assignment, it being.
Assignor's intent to assign all of its interests in the Leases, Lands and Wells to Assignee without
limitation as to WI or NRI orr depth or formation.
F. Unless provided otherwise, all recording references in the Exhibits heretoare to the
official real property records of the counties in which the Interests are located.
G. Separate assignments of the Interests may be executed on officially approved forms
by Assignor to Assignee, in sufficient counterparts to satisfy applicable statutory and regulatory
requirements. Those assignments shall be deemed tocontain the special limited warranty and all
of the exceptions, reservations, right to enforce, covenants and warranties (if any) against Assignor's
predecessors, in title, rights, titles, power and privileges set forth herein as fully as though they were
set forth in each such assignments. The interests conveyed by such separate assignments are the
same, and not in addition to, the Interests conveyed herein.
H. This .Assignment 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 but one assignment. To facilitate recording, a counterpart to be recorded in a given county
may contain only those portions of the Exhibits hereto that describes property located in that county.
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2547936 B-.1605 P-816 05/13/1997 04:38P PG 4 OF 247
I. This Assignment shall bind and inure to the benefit of Assignor and Assignee and
their respective successors and assigns.
EXECUTED on the dates set forth in the acknowledgements below, to be effective for all
purposes asof the Effective Tune.
ATTEST:
Ric}]aid A. Hartfield
Assistant Secretary
ATTEST:
Rog ef D. Tuliberg
Assistant Secretary
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ASSIGNOR:
VESSELS OIL & GAS COMPANY
..,;;;"11
., ; eum /Gib%rc-
W.M, Jr.
President
ASSIGNEE:
MONTANA GAS INVESTMENTS,-LLC
BY ITS MANAGER; FONTENELLE, INC.
Gary L. Greenstein
Vice President
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2547936 8-1605 P-816 05/13/1997 04:38P PG 5 OF 247
STATE OF COLORADO
CITY AND
COUNTY OF DENVER
) ss.
The foregoing instrument was acknowledged before me thisa`3trd day of April,
1997 by W.M. Neumann, Jr., President of Vessels Oil & Gas Company, a Colorado corporation.
Witness my hand and official seal.
My commission expires: 1. •ay -DOM
nil CAA/ I
Notary Public
STATE OldAdanhaar1211)
)ss.
COUNTY OF f{ d14/ )
The foregoing instrument was acknowledged before me this /7 day of April,
1997 by Gary L. Greenstein, Vice President of Fontenelle, Inc., in its capacity as Manager of
Montana Gas Investments, LLC, a Colorado limited liability company.
Witness my hand and official seal.
My commission expires:
l�ill'LIfI➢laII I ,II
7/.ly/.n'0:3
Notary Publici
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2547926 8-1605 P-816 05/13/1997 04:38P PG 6 OF 247
EXffiBITS TO
ASSIGNMENT, BILL OF SALE AND CONVEYANCE
from
From VESSELS OIL & GAS COMPANY, as Assignor
to
MONTANA GAS INVESTMENTS, LLC, as Assignee.
DATED EFFECTIVE JANUARY 1, 1997
These Exhibits constitute a part of the Assignment, Bill of Sale and Conveyance dated
effective January 1, 1997 from Vessels Oil & Gas Company, a Colorado corporation ("Assignor")
to Montana Gas Investments, LLC, a Colorado limited liabilty company ("Assignee") (the
"Assignment"). Certain capitalized terms used in these Exhibits without definition have the
meanings specified in the Assignment.
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2547936 8-1605 P-816 05/13/1997 04:38P PG 28 OF 247
EXHIBIT A-2 SPACE CITY PROSPECT PAGE
LEASE NUMBER: CO -030582-500896-001
LESSOR: KAZUMI FURUTA. AND ESTHER S FURUTA
LESSEE: MARTIN J FREEDMAN
LEASE DATE: 06/29/1970
RECORDED: BOOK PAGE ENTRY STATE COUNTY
1611 60 - COLORADO ADAMS
DESCRIPTION: T1S 1166W, 6TH P.M.
SEC 11: ALL THAT PART SE/4 LYING E OF ABANDONED BURLINGTON
& COLORADO RR ROW
LEASE NUMBER: CO -030582-501567-000
LESSOR: VAN AIRE SKYPORT CORPORATION
LESSEE: MARTIN J FREEDMAN
LEASE DATE: 04/25/1973
RECORDED: BOOK PAGE ENTRY STATE COUNTY
1664 67 COLORADO ADAMS
DESCRIPTION: T1S R65W, 6TH P.M.
SEC 7: N/2; SEE EXHBIT "A" FOR•METES'AND BOUNDS DESCRIPTION
LEASE NUMBER: CO -030562-501568-000
LESSOR: EDNA. M GREEN AND JAMES L GREEN
LESSEE: THE ANSCHUTZ CORPORATION INC
f.PASE DATE: 03/16/1970
RECORDED: BOOK PAGE ENTRY STATE COUNTY
1589 4 887899 COLORADO ADAMS
DESCRIPTION: T1S R65W, 6TH P.M.
SEC 7: N/2SW/41, SE/4
LEASE NUMBER: CO -0]0582-501569-000
LESSOR: BOARD OF COUNTY COMMISSIONERS
LESSEE: MARTIN J FREEDMAN
LEASE DATE: 06/29/1973
RECORDED: BOOK PAGE ENTRY STATE COUNTY
1902 323 - COLORADO ADAMS
1878 227 COLORADO ADAMS
DESCRIPTION: 'T1S R65W, 6TH P.M.
SEC 7: VAN-AIRE SUSBDIVISION - "ALL STREETS, DRAINAGE.
DITCHES, AND ALL -OTHER LANDS DEDICATED FOR PUBLIC USE' AS
CONTAINED IN THE RECORDED PLAT OF VAN-AIRE SUBDIVISION,
FILE X12, MAP 149, RECEPTION #863168, APPROVED BY THE
COUNTY OF ADAMS, MAY 12, 1969, CONTAINING 18.776 ACRES',
MORE OR LESS; AND THAT TRACT DEEDED TO ADAMS COUNTY,
LOCATED IN VAN-AIRE SUBDIVISION, DESCRIBED IN DEED OF
RECORD, BOOK 1726, PAGE 43, RECEPTION #932230, CONTAINING
0.244 ACRES, MORE OR LESS
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