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Home My WebLink About972845.tiff51q I11111111111IIIIiI IIII1111111IIII111111III IIIII IIII IIII 20S0l14 01/23/1000 10.03R Wald County CO 1 of 247 R 1230.00 D 0.00 JR Sukl Taukamet.e Weld County Colorado ASSIGNMENT. BILL OF SALE AND CONVEYANCE TI -US ASSIGNMENT, BILL OF SALE AND CONVEYANCE ("Assignment"), dated effective December 1, 1997 at 7:00 a.m., Mountain Daylight Savings Time (the "Effective Time") is from Montana Gas Investments, LLC, a Colorado limited liability company, 82 Devonshire Street, R22C, Boston, Massachusetts 02109 ("Assignor" or "MGI") to North American Resources Company, a Montana corporation, 16 East Granite, Butte, Montana 59701 ("Assignee" or "NAACO"). 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, communitized 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 Leases, 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 which was retained by Assignor as of the Effective Time), or used or obtained in connection with the operation 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 04591271.1 1®rl, 19981051w 972g`f5 tE0I33 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 batteries and 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; exceptthat-Assignorw a:rods-andagreesthat-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 burdens imposed on the Interests or related thereto that are reflected in the calculations used to determine the Working Interest ("WI") and Net Revenue Interest ("NRI") figures set forth in Exhibit A-1. B. This- Assignment is expressly- made- and- accepted- subject to- those- terms- and - conditions of the Agreement dated December 24, 1997 between MGI and NAACO. The parties intend-thatthe tem:s of this .Assignment-and-the-terms.of theAgreementnot.merge.. In.theeventof any conflict or inconsistency between the provisions of this Assignment and the terms of the Agreement, the terms of the 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 applicable law, rule or order. Except for the special limited warranty set forth above and except as specifically set forth in the 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- TI IMMEDIATELY PRECEDING -SENTENCE, ASSIGNOR EXPRESSLY DISCLAIMS AND NEGATES AS TO PERSONAL PROPERTY AND FIXTURES (a) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (b) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (c) ANY IMPLIED OR 11111111111111111111111111111IIII111111III11111IIII IIII 2500514 01/23/1066 10:638 Wald County CD 2 of 247 R 1236.00 D 0.00 .01 Sukl Taukamoto 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 PRICES THAT 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 third parties. The calculations of WI and NRI on Exhibit A -1 fairly reflect, to the 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 or depth or formation. F. Unless provided otherwise, all recording references in the Exhibits hereto are 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 to contain 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. 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 as of the Effective Time. 111111111111 III liii 11111111111111111 III 11111 IIII lilt 2000014 01/23/1000 101038 Weld County CO 3 of 247 R 1236.00 D 0.00 JA Sukt Taukamoto ASSIGNOR: ATTEST: MONTANA GAS INVESTMENTS, LLC BY ITS MANAGER, FONTENELLE, INC. ,:Roger D"•I'Sllberg ' ,:'Ass�s)ant Secr tary CT. r. N ATTE `''Tt:nt t C.. r tv el itet Gary L. Greenstein Vice President ASSIGNEE: NORTH AMERICAN RESOURCES COMPANY :=f l��- CC'rowe ilName: R. P. Madison tistOtnt Secretary Title: President 11111111111111111IIII 1111111011111111 III 11111 IIII IIII 2590014 01/23/1990 30:039 Wild Canty 4 of 247 0 1230.00 0 0.00 JN 9uk1 ToukooCO oto STATE OF MOt'TAIJ ^ ) COUNTY OFSILJEr—&'J ss. The foregoing instrument was acknowledged before me this 1qµ day of December, 1997 by i..? Mad; son as Was. d a. -.t— of North American Resources Company, a Montana 'cot -Potation. 'SDI kRI%Witbesmy hand and official seal. T M / oq mission expires: 5 ' ale - 96 -OWJ4( —Notary Public STATE OF COUNTY OF ,AZj/0/1 The foregoing instrument was acknowledged before me this .2 Oh day of December, 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: 7/107.,00.3 1111111111111111111111111111111111111111111111111111111 Notary Public 2890914 01/23/1098 10:53A Weld County CO 5 of 247 R 1238.00 D 0.00 JA Suk! Tsukamoto rY. EXHIBITS TO ASSIGNMENT, BILL OF SALE AND -CONVEYANCE from From MONTANA GAS INVESTMENTS, LLC as Assignor to NORTH AMERICAN RESOURCES COMPANY, as Assignee DATED EFFECTIVE December 1, 1997 These Exhibits constitute a part of the Assignment, Bill of Sale and Conveyance dated effective December 1, 1997 from Montana Gas Investments, LLC, a Colorado limited liability company ("Assignor") to North American Resources Company, a Montana corporation ("Assignee") (the "Assignment"). Certain capitalized terms used in these Exhibits without definition have the meanings specified in the Assignment. - 11111111 111111111 �� 1111111111111111111111111 �� 2599614 01/43/1900 10�03a Wald County CO 0- of- 447- 9- 1230, 00.0- 0.00- JA. SrdcL Tiokamoto 11111111111111111 2000014 01/23/1008 10:930 Weld County CO 7 of 247 R 1230.00 0 0.00 JR Suki ioukamoto EXHIBIT AA WELLS Preamble 1. Reference is made to the land descriptions contained in the documents of title described in this Exhibit A-1. To the extent that the land descriptions on this Exhibit A-1 are incomplete, incorrect or not legally sufficient, the land descriptions contained in the documents so recorded are incorporated herein by this reference. To the extent Exhibit A-1 contains any limitations as to depth, or formation, Assignor intends and hereby conveys all of its interest in the Leases without any depth or formation limitations. All recording references in Exhibit A-1 are to the official real property records of the counties in which the Lease, Well or Land is located. 2. The Working Interest and Net Revenue Interest numbers set forth on Exhibit A -I are intended solely for the purposes of Assignor's special warranty of title. The WI and NRI numbers are not intended to limit Assignor's conveyance hereunder, it being Assignor's intent to and Assignor hereby conveys and grants to Assignee all of Assignor's right, title and interest in the Leases, Land and Wells. EXHIBIT A-2 LEASES. LANDS Preamble 1. Reference is made to the land descriptions contained in the documents of title described in this Exhibit A-2. To the extent that the land descriptions on this Exhibit A-2 are incomplete, incorrect or not legally sufficient, the land descriptions contained in the documents so recorded are incorporated herein by this reference. To the extent this Exhibit A-2 contains any limitations as to depth, or formation, Assignor intends and hereby conveys all of its interest in the Leases without any depth or formation limitations. All recording references in Exhibit A-2 are to the.offrcial.real.property records .of the counties in -which -the Lease, Well-orLand is -located: 111111111111111111 IIII 1111111 �I1I IIIIII III 111111 III 1111 2600614 01/27/1096 10:'3311 Wild County CD 10 of 247 R 1236.00 D 0.00 JG Srdr! 7aukamoto EXIIIRIT A.2 WATTENBERG CORE PROSPECT SEC 22: NE/4 SEC 23: NW/4 Page 103 LEASE NUMBER: CO -030572-504577-000 LESSOR: LU O ORAN AND ISABEL L ORAN LESSEE: MARTIN 3 FREEDMAN LEASE DATE: 08/17/1970 RECORDED: BOOK FACE 634 ENTRY STATE COUNTY 1555723 COLORADO WELD DESCRIPTION: T2N R68W, 6T1I P.M. SEC I: E/2NW/4 EXCEPT PARCEL AS SHOWN ON LEASE. LEASE NUMBER: CO -030572.504585.000 LESSOR: WELD COUNTY COLORADO, BOARD OF COUNTY COMMISSIONERS OF COUNTY OF WELD 1.1,51500: VESSELS OIL & GAS COMPANY LEASE DATE: 08/17/198T RECORDED: BOOK PAGE ENTRY STATE COUNTY 1171 367 2115128 COLORADO WELD DESCRIPTION: TIN 568W, 6TH P.M. SEC 34: TWO PARCELS OR TRACTS OF LAND IN THE SE/4 - MORE PARTICULARLY DESCRIBED IN EXI IIBIT "A" ATTACI TED TO LEASE. LEASE NUMBER: CO -030573.504588-000 LESSOR: TOWN OF ERIE, COLORADO (SURFACE LEASE) LESSEE: VESSELS OIL & GAS COMPANY LEASE DATE: 081 f 11198-4 RECORDED: BOOK PAGE ENTRY STATE COUNTY COLORADO WELD DESCRIPTION: TIN R69W, 6TH P.M. SEC 24: NE/4 LEASE NUMBER: CO -030572-504592-001 LESSOR: ELAINE BENTSON LESSEE: VESSELS OIL & GAS COMPANY LEASE DATE: 10/I 9/1987 RECORDED: BOOK PAGE ENTRY STATE COUNTY 1 I77 02121509 COLORADO WELD DESCRIPTION: TIN R68W, 6TH P.M. SEC 19: E/2E/2, RIGHT TITLE AND INTEREST IN TILE NE/4 ONLY LEASE NUMBER: CO -030572-504592-002 LESSOR: BLANCHE GAZIN AND SOLLIE P GAZIN LESSEE: VESSELS OIL & GAS COMPANY LEASE DATE: 10/19/1987 RECORDED: BOOK PAGE ENTRY STATE COUNTY AM" 111111 IIII 1111111 IIII 111111 II"IIII 111 1111 2890014 01/23/1000 10,53A Mold County CO 200 of 247 R 1230.00 0 0.00 JR Sukl Toukomoto Hello