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ASSIGNMENT,BILL OF SALE AND MINERAL DEED b ol°l ln -
2489237 B-1545 2-1051 05/03/96 02:53P PG 1 OF 206 EEC DOC
Weld County CO Clerk & Recorder 1031.00
TIIIS Assignment,Bill of Sale and Mineral Deed(this"Assignment")is made between
Snyder Oil Corporation,1625 Broadway,Suite 2200,Denver,CO 80202("Snyder")and Patina Oil
&Gasrarn"ra^^" 1625 Broadway,Suite 2200,Denver,CO 80202("Patina")and betweetiFliMt
and SOCO Wattenberg Corporation,1625 Broadway,Suite 2200,Denver,CO 80202("SWAT').
WHEREAS,Snyder desires to assign,convoy and deliver to Patina,and Patina desires to
acquire,certain oil and gas properties and related interests hereinafter described and,immediately
thereafter,Patina desires to assign,convey and deliver to S W AI,and SWAT desires to acquire,all
of the oil and gas properties and related interests that Patina acquires from Snyder hereunder.
NOW,THEREFORE,Snyder and Patina and Patina and SWAT hereby agree as follows:
Article I.
For and in consideration of $100.00 paid by Patina and other good and valuable
consideration,the receipt and sufficiency of which is hereby acknowledged by Snyder,subject to
the terms and conditions hereof,Snyder hereby grants,transfers,assigns and conveys to Patina the
following interests LESS AND EXCEPT the Excluded Interests, as hereinafter defined (the
"Interests"):
(a) Oil and Gas Interests. All of Snyder's right,title and interest in and td all(i)oil,gas
and mineral leases described in Exhibit A attached hereto and the leasehold estates created thereby
(including all working interests,carried working interests,operating rights,record title interests,
overriding royalties,production payments and all other interests under or in such oil,gas or mineral
leases)and(ii)mineral interests and royalty interests described in Exhibit B attached hereto(all of
such interests are hereinafter referred to collectively as"Leases");
(b) Units. All of Snyder's right,title and interest in and to all pools and units including
all or part of any Lease(the"Units");
(c) Contract Rights. All of Snyder's right,title and interest in or derived from existing
and effective oil,liquids,condensate,easinghead gas and gas sales,purchase,exchange,gathering,
transportation and processing contracts,operating agreements,balancing agreements,unitization
agreements, pooling agreements, communication agreements, farmout agreements and other
contracts and agreements insofar as such contracts and agreements relate primarily to any of the
Leases or Units,including without limitation those contracts and agreements described in Exhibit
C attached hereto (the"Contracts");
(d) Easements. All of Snyder's right,title and interest in and to all rights-of-way,
easements and franchises and surface leases and other surface rights used primarily in connection
with Leases or Units;
(e) j gj' . To the extent assignable,all of Snyder's right,title and interest in permits
and licenses of any nature owned,held or operated in connection with operations for the exploration
and production of oil,gas or other minerals to the extent the same are primarily used in connection
with any of the Leases or Units;
(f) Wells. All of Snyder's right,title and interest in producing,non-producing and shut-
in oil and gas wells,saltwater disposal wells and water wells,located upon or used primarily in
connection with the Leases or Units;
(g) Equipment. All of Snyder's right,title and interest in all surface equipment,down-
hole equipment,injection facilities,saltwater disposal facilities,compression facilities,gathering
systems,pipelines,buildings,vehicles,automotive equipment and other personal property used
primarily in connection with the Leases or Units;
LFo1
2489237 B-1545 P-1051 05/03/96 02:53P PG 2 OF 206
(h) IRecce or5)g. To the extent transferable without the payment of a fee,the files,records
and data(other than personnel records and seismic data and records)relating exclusively to the
interests described in subparagraphs(a)through(g)above,including without limitation books of
account,general,financial and accounting records,applications,feasibility studies,lease files,land
files,well files,gas,oil and other hydrocarbon sales contract files,gas processing fries,division
order files,ad valorem and severance tax records,abstracts,title opinions,electric logs,authority for
expenditures,geological and other scientific data and all other information of every type related
exclusively to the interests described in subparagraphs(a)through(g)above;and
(i) Remaining Interests. All of Snyder's right,title and interest in and to all oil and gas
leases,mineral interests,royalties,overriding royalties,subleases,fee estates,farmins,farmouts,
joint ventures and leaseholds,net profits interests,carried interests,and other properties and interests
and oil and gas wells owned by Snyder and on which Snyder conducts oil and/or gas exploration,
development or production operations,has the right to conduct such operations,or from which
Snyder derives or derived revenue from oil and/or gas exploration,development or production
operations,together with all rights to acquire any of the foregoing,located in Townships 2 South to
7 North,Ranges 62 to 69 West,Adams,Boulder,Larimer and Weld Counties,Colorado,whether
or not the same are specifically described in Exhibit A or Exhibit 13,it being the intent of Snyder to
assign and deliver and Patina to receive all of Snyder's oil and gas properties and interests located
in Townships 2 South to 7 North,Ranges 62 to 69 West,Adams,Boulder,Latimer and Weld
Counties,Colorado,whether or not described in Exhibit A or Exhibit B.
SAVE AND EXCEPT,and Snyder hereby retains all of its right,title and interest in and to,
the properties,rights and interests described in Exhibit D hereto(the"Excluded Interests").
The fact that some types of properties or interests are included in more than one of the
foregoing subparagraphs(a),(b),(c),(d),(e),(0,(g)(h)and(i)is not intended in any way to limit
the effect of the more general descriptions nor to effect multiple assignments of the same item of
Property.
TO HAVE AND TO HOLD the Interests unto Patina,its successors and assigns,forever,
subject to the terms and conditions hereof.
Article II.
Effective immediately following the assignment by Snyder to Patina as set forth under
Article I above,for and in consideration of$100.00 paid by SWAT and other good and valuable
consideration,the receipt and sufficiency of which is hereby acknowledged by Patina,subject to the
terms and conditions hereof,Patina hereby grants,transfers,assigns and conveys to SWAT all of the
Interests acquired by it from Snyder pursuant to Article I above.
TO HAVE AND TO HOLD the Interests unto SWAT,its successors and assigns,forever,
subject to the terms and conditions hereof.
Article III.
3.1 Disclaimers. The Interests are hereby assigned by Snyder to Patina and by Patina to
SWAT without recourse,covenant or warranty of title of any kind,express,implied or statutory.
Any covenants or warranties implied by statute or law by the use herein of the words "grant",
"convey"or other similar words are hereby expressly restrained,disclaimed,waived and negated
by the assigning parties hereunder.WITHOUT LIMITING THE GENERALITY OF THE TWO
PRECEDING SENTENCES, THE PARTIES ACKNOWLEDGE THAT THE ASSIGNING
PARTY HAS NOT MADE, AND THE ASSIGNING PARTY HEREBY EXPRESSLY
DISCLAIMS AND NEGATES, ANY REPRESENTATION OR WARRANTY, EXPRESS,
IMPLIED,AT COMMON LAW,BY STATUTE OR O[IIERWISE RELATING TO(a)PRODUC-
lION RATES,RECOMPLETION OPPORTUNITIES,DECLINE RATES,GAS BALANCING
INFORMATION OR THE QUALITY,QUANTITY OR VOLUME OF THE RESERVES OF
HYDROCARBONS,IF ANY,ATTRIBUTABLE TO THE INTERESTS,(b)THE ACCURACY,
COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER
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2489237 8-1545 P-1051 05/03/96 02:53P PG 3 OF 206
_ . . _. . _._
MATERIALS(WRITTEN OR ORAL)NOW,HERETOFORE OR HEREAFTER FURNISHED
TO THE OTHER PARTIES BY OR ON BEHALF OF THE ASSIGNING PARTY,(c)THE
ENVIRONMENTAL CONDITION OF THE INTERESTS,(d)ANY IMPLIED OR EXPRESS
WARRANTY OF MERCHANTABILITY,(e)ANY IMPLIED OR EXPRESS WARRANTY OF
FITNESS FOR A PARTICULAR PURPOSE,(f)ANY IMPLIED OR EXPRESS WARRANTY OF
CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, AND(g)ANY AND ALL
IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW;IT BEING THE EXPRESS
INTENTION OF ALL PARTIES HERETO THAT TILE INTERESTS ARE ASSIGNED IN THEIR
PRESENT CONDITION AND STATE OF REPAIR,"AS IS"AND"WHERE IS"WITH ALL
FAULTS. THE PARTIES AGREE THAT,TO THE EXTENT REQUIRED BY APPLICABLE
LAW TO BE EFFECTIVE,THE DISCLAIMERS OF CERTAIN WARRANTIES CONTAINED
IN'THIS SECTION ARE"CONSPICUOUS"DISCLAIMERS FOR THE PURPOSES OF ANY
APPLICABLE LAW,RULE OR ORDER. Notwithstanding anything herein to the contrary,the
foregoing disclaimers shall not waive the rights and remedies,if any,of any party to that certain
Amended and Restated Agreement and Plan of Merger(the"Merger Agreement")by and among
Snyder,Patina,Patina Merger Corporation and Gerrity Oil&Gas Corporation("Gerrity"),dated as
of January 16, 1996 and as amended and restated as of March 20, 1996, with respect to the
representations and warranties made by the parties hereto to Gerrity in the Merger Agreement,it
being acknowledged that the representations and warranties of the parties contained in the Merger
Agreement do not survive the Closing(as defined in the Merger Agreement),which Closing is
occurring simultaneously with the execution and delivery hereof in the order set forth in the Merger
Agreement.
3.2 Subrogation. Snyder hereby transfers and assigns unto Patina all of its rights under
and by virtue of all covenants and warranties pertaining to the Interests, express or implied
(including, without limitation, title warranties and manufacturers, suppliers' and contractors'
warranties),that have heretofore been made by any of Snyders predecessors in title,or by any third
party manufacturers,suppliers and contractors(the"Prior Covenants and Warranties"). Effective
immediately following the assignment in the preceding sentence,Patina hereby transfers and assigns
unto SWAT all Prior Covenants and Warranties acquired by Patina from Snyder pursuant to this
Section 3.2. This Assignment is made with full substitution and subrogation of Patina and SWAT,
and their respective successors and assigns,in and to and under and by virtue of the Prior Covenants
and Warranties and with full subrogation to all rights accruing under the statutes of limitation,
prescription and repose under the laws of the applicable jurisdictions in relation to the Interests and
all causes of action,rights of action or warranty of Snyder against all former owners of the Interests.
3.3 Assumption. Subject to that certain Cross-Indemnification Agreement of even date
herewith between Snyder and Patina,effective upon the assignment of the Interests from Snyder to
Patina,Patina expressly assumes all of Snyder's obligations relating to the Contracts,but only
insofar as same arise and are attributable to periods of time from and after such assignment.
Effective upon the assignment of the Interests from Patina to SWAT,SWAT expressly assumes all
of Patina's obligations relating to the Contracts,but only insofar as same arise and are attributable
to periods of time from and after such assignment.
3.4 Prescribed Forms and Further Assurances It is understood and agreed between the
parties that the execution of additional assignments of certain individual Leases herein described
may be required on approved governmental forms to facilitate approval of this transaction by
governmental agencies. If any of the parties hereto shall consider or be advised that any deeds,bills
of sale,assignments or assurances or any other acts or things are necessary,desirable or proper to
vest,perfect or confirm,of record or otherwise,ultimately in SWAT,Snyder's right,title or interest
in,to or under any of the rights,privileges,powers,franchises,properties or assets included in the
Interests,Snyder or Patina,as applicable,shall execute and deliver all such deeds,bills of sale,
assignments and assurances and do all such other acts and things necessary,desirable or proper to
vest,perfect or confirm SWAT's right,title or interest in,to or under any of the rights,privileges,
powers,franchises,properties or assets included in the Interests.
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3.5 Approval. This Assignment,insofar as it affects any interest in Leases the transfer
of which must be approved by any governmental entity or agency,is made and accepted subject to
the approval of the appropriate govemmental entity or agency and to the terms of such approval,if
and to the extent required by law.
3.6 Counterparts. 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
together shall constitute but one assignment.
3.7 Successors and Assigns. The provisions of this Assignment shall be binding upon
the parties hereto and their respective successors and assigns.
3.8 Recording. To facilitate recording or filing of this Assignment,the counterpart to be
recorded in a given county may contain only that portion of the exhibits that describes Interests
located in that county. Each of the parties hereto has retained a counterpart of this Assignment with
complete exhibits.
3.9 Exhibits. Reference is made to all Exhibits attached hereto and made a part hereof
for all purposes. References in such Exhibit to instruments on file in the public records are made
a part hereof for all purposes.
This Assignment is executed on this the 2nd day of May,1996.
,,,,.tl,{1 EST: SNYDER OIL CORPORATION
,00_‘,.4.1 DEN Fi
g1"0 OC
' frA Vt
W . By:
e;f
CRA4bEy,4`Wes er,Assistant Secretary Peer E.L�renzen,Vice President
r ;
.... q lES PATINA OIL&GAS CORPORATION
, By: oiwtie
S` airinz ,Assistant Secretary Rodney L.Waller,Vice President
4'0111 oes.5`
A'J:TEST: SOCO WAPTENBERG CORPORATION
Gp Scy .
. O";;17 ' - -• __ _� r,-" , `�' 6Cf _
-2./x. 1:8:. brenz n,Secretary Rodney I..Waller,President
aa.........
ve° Or
.
STATE OF TEXAS §
§ss.
COUNTY OF HARRIS §
The foregoing instrument was acknowledged before me this 2nd day of May, 1996,by
Peter E.Lorenzen,Vice President of Snyder Oil Corporation,o behalf of such corporation.
/ ROBIN FtEDIiICK50N Notary
S €Notes WNW,sate of razes
My Commission Expires
YY C7/13/46
2489237 B-1545 2-1051 05/03/96 02:53P PG 4 OF 206
STATE OF TEXAS §
§ss.
COUNTY OF HARRIS §
The foregoing instrument was acknowledged before me this 2nd day of May, 1996,by
Rodney L.Waller Vice President of Patina Oil&Gas Corporation,on behalf of such corporation.
0" KA1M' GM. BAUM : �iI,i '.e /,lf.-,--vLl —
P Noon PntR SHIP'S ww Notary Public
M'an.rasbn EON
\or/ OCTOBER 6. 1897.
STATE OF TEXAS §
§ss.
COUNTY OF HARRIS §
The foregoing instrument was acknowledged before me this 2nd day of May, 1996,by
Rodney L.Waller,President of SOCO Wallenberg Corporation,on behalf of such corporation.
KATHY GAIL BAUM No 'Public c'ftm6,KS-d Au
Hy Ptak,Comniissim 6!EM
OCTOBER 6. 1887.
r:W-OB50WIS ONSSIGNIDU?
2489237 8-1545 P-1051 05/03/96 O2:53P FO 5 OF 206
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2489237 3-1545 P-1051 05/03/96 02:53P PG 6 OF 206
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