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Home My WebLink About9527007.tiff0033353 0QC3 4040151535 2459535 8-1515 P-474 10/13/95 04:0OP PG 1 OF 187 REC 00C Weld County CO Clerk h Recorder 936.00 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Gerrity Oil & Gas Corporation 4100 E. Mississippi Ave., Suite 1200 Denver, Co 80222 AttnTerry L. Ruby STATE OF COLORADO COUNTY OF WELD § § KNOW ALL MEN BY THESE PRESENTS THAT: ASSIGNMENT, BILL OF SALE, AND RESERVATION THIS ASSIGNMENT, BILL. OF SALE, AND RESERVATION (this "Assignment"), effective as of 7:00 a.m., local time, October 15, 1995 (the "Effective Date"), is from Gerrity Oil & Gas Corporation, a Delaware corporation, whose address is 4100 E. Mississippi Avenue, Suite 1200, Demo, Colorado 80222 ("Assignor") to Koch Exploration Company, a Kansas corporation, whose address is 4111 E. 37th Street North, Wichita, Kansas 67220 ("Assignee"). Article i LE1C1'AIN DEFINITIONS The following terms, when used in this Assignment, shall have the following meanings assigned to them: "ANG!Contracts" means the contracts listed on Schedule I.01(a) attached hereto. "Lands" means, for each Lease, the lands described in Exhibit B for each such Lease. Assignment, BiiofSrdo ant Reser.axun Weld County Put./ q59% -7v-7 "Leases" means the oil and gas leases described in Exhibit B. "Opera ring .4greements' means the operating agreements, unit agreements, unit operating agreements, gas balancing agreements, and other agreements governing the operation of and accounting for the Subject Interests (as hereafter defined), as such agreements may hereafter from Lime to time be amended or entered into "Permitted Encumbrances" means: (i) the tams, conditions, r st:ictions, exceptions, reservations, limitations, and other matters contained in the agreements, inst tmtents, and documents which crease or reserve to Assignor its interests in any of the Subject Interests, inching the Leases; (ii) any (1) undetermined or inchoate liens ur charges constituting or securing the payment of expenses which were Incurred incidental to maintenance, development, production, or operation of the Subject Int,.,, is or for the purpose of developing, producing, or processing oil, gas, or other hydrocarbons therefrom, and (2) materiatman's, mechanics', repairman's, employees', contractors', operators', or other similar liens or charges for liquidated amotmts arising in the ordinary course of business; (iii) any hens for taxes and ancevenents not yet delinquent or, if delinquent, that are being contested in good faith in the ordinary course of business; (iv) any liens or security interests created by law or reserved in oil and gas leases or other agreements for royalty, bonus, or rental, or created to secure compliance with the terms of the Leases; 2459535 n-1515 P-474 10/13/95 04:001' PG 2 OF 187 4,/gun s1, Rill of Sala. and Reuvrwran Weld Cawey Page 2 ill (v) any obligations or duties affecting the Subject Interests to any municipality or public authority with respect to any franchise, grant, license, or permit, and all applicable laws, rules, and orders of a governmental authority; (vi) (1) casements, rights -of -way, servitudes, permits, surface or use kases, and other rights in respect of surface operations, pipelines, water disposal, canals, ditches, reservoirs, or the like, and (2) easements for streets, alleys, highways, pipelines, water dispose: facilities, telephone lines, power lines, railways, and other similar rights.rf- way, on, over, or in respect of the Leases; (vii) all lessors' royalties, overriding royalties, net profits interests, carried interests, production payments, reversionary interests, and other burdens on or deductions from the ptwcais of production from the Subject Interests: (viii) all rights to consent by, required notices to, filings with, or other actions by governmental entities in connection with the sale or conveyance of oil and gas leases or interests therein; (ix) production sales contracts; division orders; contracts for sale, purchase, exchange, refining, or processing of hydrocarbons; unitization and pooling designations, declarations, orders and agreements; processing agreements; plant agreements; pipeline, gathering, and transportation agreements; injection, repressuring, and recycling agreements; salt water or other disposal agreemestla; ,^eismic or geophysical permits or agreements; and any and all other agreements which are ordinary and customary in the oil and gas exploration, development, or extraction Assignment. Bill of Sol. mad Reservation Weld Covey Page 3 2459535 n-1515 P-474 10/13/95 04,00P PG 3 OF 187 business, or in the business of processing of gas and gas condensate production for the extraction of products therefrom; (x) the Operating Agreements; (xi) Assignor is in an aggregate "under -produced" status under gas balancing and similar agreements burdening the Subject Interests in an amount that does not exceed 16,000 MMBtu's; and (xii) any other defects and irregularities affecting the Subject Interests which individually or in the aggregate are not such as to interfere materially with the operation, value, or use of the Subject Interests, taken as a whole, "Production Payment" means the production payment reserved by Seller in the Subject Interests, the terms of which are set forth in Exhibit A attached hereto. "Ptrrhase and Sale Agreement" means that ornain Purchase and Sale Agreement, dated of even date herewith, between Assignor and Assignee. "Subject Formation" means, with res wrt to each Well, the formations described on Exhibit C for each such Well. "Wells" means the wellbores of the wells listed in Exhibit B. Article 2 ASSIGNMENT 2.1 Assets. Assignor, for and in consideration of Ten Dollars ($10.00), and other good and valuable consideration, the receipt and sufficiency of which art hereby acknowledged, 2459535 B-1515 P-474 10/13/95 04:00f PG 4 OF 187 .Lujgnecre silt fSal e, and Reservanan Weld Cou+ty Page 4 r-1...__ ill hereby grants, sells, uunsfers, conveys, and assigns unto Assignee, its successors and assigns, the following properties, rights, and interests (the "Assets"): (a) Seller's right, title, and incest in and to each Lease and the Lands for each such Lease, insofar, and only insofar, as suet interests relate to or are attributed to the Well (ur production therefrom) located on such Lairds, and insofar, and only insofar, as such interests relate to the Subject Formation for such Well (the "Subject Interests"); (b) The interests attributable to the Subject interests in and to all presently existing and valid joint operating agreements, and unitization, communitizatioo, and pooling agreements, declarations, and orders covering or concerning the Wells (occluding all units formed under orders; regulations, rules, or other official acts of any governmental authority, and voluntary unitization agreements, designations, and declarations); (c) The interests attributable to the Subject Interests in and to all easements, surface leases, permits, licenses, servitudes, rights -of -way, roadways, and other contracts, agreemeuu, rights, privileges, or benefits appertaining to the Subject Interests and used or useful in connection with the operation of the Subject interests; (d) The interests attributable to the Subject Interests in and to all machinery, equipment, improvements, and other personal property (other than oil in the tanks attributable to production prior to the Effective Date) and focuses (including wellhead equipment flowlines, tanks, separators, and other appurtenant facilities) located on or being used in the production of oil or gas from the Subject Interests; and 2459535 B-1515 P-474 10/13/95 04:o0P PG 5 OF 187 A.ugivreent, Bill of Sale, aidlias'lvoricv, Weld Canary Page 5 (e) the interests attributable to the Subject interests in and to the ANGI Contracts. 2.2 Reservation of Production Payment. Assignor hereby reserves and retains unto Assignor, its successors and assigns, the Production Payment from, and in and to, the Subject interests and the Subject Hydrocarbons (as defined in the Reservation of Production Payment attached hereto as Exhibit A). 2.3 Permitted Encumbrances. This Assignment is made and accepted subject .o the Permitted Encumbrances and the terms and conditions of the Purchase and Sale Agreement including, without limitation, Assignors right to repurchase the Subject Interests as described in Section 2-4 below. 2.4 Assignor's Rtght to Repurchase the Subject Interests. Assignor has the right to purchase the Assets from Assignee, as of January 1, 2004, at a price equal to the fair market value of the Assets. Assignor may exercise its right by written notice to Assignee given not earlier than March 1, 2003, nor later than November 1, 2003. The effective date of the repurchase of the Assets by Assignor shall be January 1, 2004. 'The fair market value of the Assets shall be established by Assignor and Assignee under the provisions of the Purchase and Sale Agreement 2.5 Jiabendum. TO HAVE AND TO HOLD the Subject Interests, unto Assigns, its successots and assigns, forever, subject, however, to (i) the reservation of the Production Payment as provided in Section 2.2 above and (ii) the matters in (A) this Assignment and (B) the Purchase and Sale Agreement. 24S9535 8-1515 P-474 10/13/95 04:OOP PO 6 OF 187 Assignment. Bill of Sale, and Rme' olion Weld County Page 6 2.6 Limitation of Warranties. Except Ivt those certain warranties, representations. and covenants made in the Purchase and Sale Agreement, this Assignment is made and the interests conveyed hereunder are accepted without warranty of any kind, expressed, implied, statutory, or otherwise including, but not limited to, any warranty of title or warranty against encumbrances. 2.7 Disclaimer. To the extent any of the interests conveyed hereunder constitute personal property or fixtures, ASSIGNOR EXPRESSLY DISCLAIMS AND NEGATES ANY IMPLIED OR EXPRESS REPRESENTATION OR WARRANTY AS TO THE CONDITION OF SUCH PERSONAL PROPERTY OR FIXTURES INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OR OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS. 2.8 Nature of Interest la Federal Leases. To the extent the Leases include federal leases, the interests being assigned by Assignor to Assignee under this Assignment arc interests in and to the operating rights in and to such Leases. Article 3 OTHER PROVISIONS 3.1 Successors and Assigns. All of the terms and provisions of this Assignment nt shall extend to be binding upon, and inure to the benefit of the parties hereto, their respective suers and assigns. 3.2 Headings. The headings of the sections of this Assignment have been inserted for the convenience of the parties, but shall not be considered in consuming or enforcing this Assignment. 2459535 8-1515 P-474 10/13/95 O4:00P PG 7 OF 187 I Tr Astignmenu, Bill of Sofa. and Reservation Weld County Page 7 3.3 Additional Information. Any party requiring additional information regarding the Subject Interests., the Permitted Encumbrances, or any other matter in this Assignment may contact the parties at the addresses set forth above. 3.4 Further Assurances. The parties agree to execute and deliver such other insu umnms or documents and to take such other actions as may be necessary or desirable to effect the intent of this Assignment or further evidence the transfer of the Subject Interests to Assignee. 3.5 Schedules and Exhibits. The Schedules and Exhibits attached besets, and referred to herein constitute a part of this Agreement and are incotpoaared herein by reference. 2459535 B-1515 P-474 10/13/95 04:00P PO 8 OF 187 Asisnwwrs, Bit ofSok, andRswnwrieO Weld Comity Page 8 __ _ — ---- I Ti.._ — ;ail IN WITNESS WHEREOF, this Assignment is executed on the date set forth in the acknowledgments attached hereto, but effective as of the Effective Date. Assignor: ATTEST: [Corporate Seal] GERRITY OIL & GAS CORPORATION By: David I. Komder Vice President- Finance Assigns: KOCH EXPLORATION COMP Y By. J4 T. R. O'Sullivan Vice President 2459535 B-1515 P-474 10/13/95 04:00P PO 9 OF 187 Arsignmem Bill of -Sak ardRewvanon Weld County Page 9 THE STATE OF COLORADO § COUNTY OF AJ APAHOE § Ding instrument was acknowledged before me on this) .relay ofOctobcr, 1995, Vice President -Finance, of Gerrity Oil & Gas Corporation, a Delaware of said corporation. otary PuH1ic in and for The State of Colorado My Commission Expires: C(. THE STATE OF lio^"'cr.,' § COUNTY OF § The foregoing instrument waa acknowledged before moon thisiZrhday of October, 1995 by T. R. O'Sullivan, Vice President of Koch Exploration Company, a Kansas corporation, on behalf of said corporation. KARMA 0. WEIIA I Ail ,�AD0.t�� Notary Public in and for The State of My Commission Expires: 1Y 4k/ i5R4 2459535 8-1S1S P-474 10/13/95 04:00P 1'G 10 OF 187 Assignment, Bur tfSalt and Relervation Weld County Page 10 LBI dO Z9 Ca d00:40 $6/EI/0I 4L4 -d Si SI-c SCS6S4Z a F O irug m_ m E g 0 a s O a a in w 1 > U u w a a a z a j i I Hello