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Home My WebLink About972855.tiff9x'34 2547936 B-1605 8-816 05/13/1997 04:38P PG 1 DP, '247 REC DOC 1 Weld County CO JA $uki Tnukamoto Clerk & Recorder 1236.00 Weld County. Colorado ASSIGNMENT; BILL OF SALE AND CONVEYANCE THIS ASSIGNMENT, BILL OF SALE AM -CONVEYANCE ("Assignment"), dated effective January^1, 1997 at 7.00 am., Mountain Daylight Savings Time (the "Effective Time") is, from Vessels Od &'Gas`Com- parry, a Colorado corporation, 105017,th Street. 'State 20,00, Denver, Colorado 80265 ("Assignor"), to Montana; Gas Investments„ LLC,,a Colorado limited liabiltiy, Company;82 82 Devonshire Street, R22C, Boston, Massachusetts 02109 ("Assignee" or "Aldo FOR $100 00 and other good and valuable consideration, the receipt and surficieney of whickare hereby acknowledged by Assignor, Assignor herebyrsells, transfers, grants, conveys and assigns to'Aee' all of Assignor's right, title and interest Rand toithe folloyving,(all of which are herein called the "fnterestsi'); subject to the reservations set forth below l Theoii and gas wells descnbed in Exhibit A-1 hereto (the "Wells"), together with all oil,, gas and mineral production from the Wells, 2 The,oi7, gas and othermmeral leasehold interests and other leasehold estates created by the Ieases,'licenses; permits; and other'agreements described in Exhibit A2 INSOFAR.BUT ONLY INSOFAR asthey, cover and relate to the land (the"Land")tdescribedainJ,Exlubit A-2;and Assignor's interest in any pooled, communitrzed or unitized acreage Included l� the Land's (the leasehold estates insofar -as they cover the Landrare called the,"Leases"), together with any mineral interests, net profits interests, production,payments, reversionary' interests, oiremding royalty, interests and otherpayments 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 andnghts'mcident to the Wells,4he Land and the Teases including fo the extent transferablksui&ce, product purchase and sales agreements, surfiace leases, gifsgathegoontracts, pracessingagreenients, compression'agreemenls, equipment leases, unit agreements, pooling agreements, areas of mutual interest, farmout agreements, farmin agreements,_ saltwater disposal agreements, water injection, agreements, roads use.' agreements, operating agreements„surfeee use agreements, easements,, rights -of -way, licenses, authorizations, permits, orders, pooling agreements; spacing agreements,, consolidation ag"reepientsttgas balancing agreements ended other agreements relatmg'thereto,(excluding any spot sales colitt'acft storage'or warehouse agreements, suppliei contracts,, service contracts, insurance contracts, and construction afreeMentS1 4 All of the personal property, fixtures and improvements„ including without limitation, the, interests' described on Exhibits A -b and A-2 appurtenant 'to the Wells, Leases or, Lands (excluding vehicles and that seismic and other geological and geologicaLtecbnical,data'which"was retained by Assignor as ofthe Effective Time); or used or obtained in connection with the operation ofthe Wells, or t`1ue Leases, or with the pred�ctuon, treatment; sale or disposal of hydrocarbons or water produced therefrom or attributable thereto, including without hniitation, pumps, well equipment (suiface and subsurface), saltwater disposal wells, dehydration "facilities, treating facilities (but not piocessmg facilities), flow lines, valves, meters (excluduig valves, meters, equipment and gathering,lines located at or'after the -ii let of the meter run), separators, tanks,,tank Dmu noau,1w7xuam Ulll ILIEB ITI1 ,1 iaq1-ag5s 2547936 8-1605 P-816 05/13/1997 04:38P PG 2 OF 247 batteries and other fixtures but expressly excluding gathering Imes 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 forever TO HAVE AND TO HOLD the interests unto Assignee and its successors and assigns This Assignment is made and accepted expressly §ubject 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 hens 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 ("NRr) 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 ("MARCO"), as amended, which Purchase and Sale Agreement NARCO assigned to MGI 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 (1) 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 that portion of the Interests so assigned or disposed of Assignor's liability under this special limited warranty is f irthei limited to twenty-five percent (25%) of the purchase Pnce 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 the terms of the Purchase and Sale Agreement, the terms 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 11 i 14111 11 -2- I II II 111111 2547936 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 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 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 bens 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 rigs m third parties The calculations of WI and NRI on Exhibit A I 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, lights, titles, power and pnvileges set forth herein as fully as though they were set forth m 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 -3- 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 as of the Effective Time ASSIGNOR: ATTEST: VESSELS OIL & GAS COMPANY ATTEST: FTt4 eTullberg � Assistant Secretary i I 111l1IIIll Il171 111 I r II f xi W M Ne President ASSIGNEE: l,1 L-71 1Z /1 Jr MONTANA GAS INVESTMENTS, LLC BY ITS MANAGER, FONTENELLE, INC. Vice President -4- [I 'l l 2547936 B-1605 P-816 05/13/1997 04.38P PG 5 OF 247 STATE OF COLORADO CITY AND COUNTY OF DENVER ) as. The foregoing instrument was acknowledged before me this a day of April. 1997 by W M. Neumann, Jr , President of Vessels Off & Gas Company, a Colorado corporation Witness my hand and official seal My commission expires -oo Notary Public 7 STATE / k' S ha ss COUNTY OF „�� ) 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 -5- load' 4,4 Notary Public y4, ��lll 1111111111111111E1 I111111IEi 1 II I II II I _ L lllll IDllUIII ION 2547936 B-1605 P-816 05/13/1997 04.38P PG 6 OF 247 EXHIBITS 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 himted habilty company ("Assignee") (the "Assignment") Certain capitalized terms used in these Exhibits without definition have the meanings specified in the Assignment 1 OIll1lJ In1 u; I II 1 II II PI tulinE MIEN QI , 1 2547936 B-1605 P-816 05/13/1997 04.38P PG 7 OF 247 xxi narr A -I WELLS Preamble 1 Reference is made to the land descriptions contained in the documents of title desctibed 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 Inn Cations 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-1 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 coniieys and grants to Assignee all of Assignor's right, title and interest in the Leases, Land and Wells L 1,11 1111 iI I ,a ,,EXHIBIT A-2 WATTENBERG CORE PROSPECT Page 46 SEC 18E 0861} ACSKNOWN,AS LOT 16, BLOCK.I2, TOWN OF ERIE,,INCLUDn Q ADJOINING STREETS AND ALLEYS THERETO, BEING PARTOF'SE/4NW/4 LEASE NUMBER LESSOR` _ LESSEE. LEASE DATE: RECORDED DESCRIPTION LEASE NUMBER; LESSOR LESSEE, LEASE DATE. RECORDED DESCRIPTION LEASE NUMBER. LESSOR;' LESSEE LEASE DATE RECORDED DESCRIPTION CO.0305724504202.000 WELD COUNTY COLORADO, THE,}7ESSELS COMPANY 09/22/1982 BOOK PAGE 978 ENTRY stkrd_ COCJN'[,Y 1941773 _ COLORADO 'WELD - TIN' I 689/ ,6TH P M SEC I8 2.88 ACS'KNOWN WN AS LOTS 11, 12, 14, AND' IS, BLOCK 71 LOTS 3 AND 4, BLOCK 9, LOTS 3, 4 AND'7,-BLOCK 10, LOT 17, BLOCK L I, LOTS'7, 8, 12, 13, AND` I6, BLOCK -25, LOTS 2, 3kAND''4',, BLOCK 26„LOT.S,4, A AND 29, BLOCKS, LOTS 1 AND 9, BLOCK6, LOT28, BLOCKC 14, LOT 17, BLOCK IS, LOTS 19 AND20 BLOCK 19, LO,T23, BLOCK 20, ALL IN TOWNOF ERIE TOOETIICR WITH ADJOINING STREETS AND ALLEYS, IF ANY, AND BEING A PARTOF THE TOWN OF ERIE. LOT26ANDSOUTH 10' LOT47, BLOCKI, SHCFFERS AND GARDNERS ADDITION CO -030572-504207-000 p B HENDERSON THE VESSELS'COMPANY 08/26%1982 BOOK I227 PAGE ENTRY 517943 STATE COLORADO COUNTY BOULDER TIN R68W, 6TH P,M; SEC 10,,.20 ACS KNOWN AS A TRACT BEGINNING AT A PO1NTON THE WEST LRIE''OF' THE E/2SE/4`OF SEC I0+ WHICH IS 1731.1 FEETNORTH`OYmE SOUTH'LINE, THENCE EAST TO A POINT ON,THE EAST LINE OF THE W/2W/2SW/4 OF SEC I I, THENCE SOUTH TO THE NORTHEAST CORNER OF THE SOUTH 1/3RD OF VIE W/2W/2SW/4 OF"SEC I I„THENCE WESTTO,A POINT ON THE WEST LINE OFTHE E/2SE/4 OF SEC 10, THENCE NORTH TO POINT-Ol: BEGINNING (t3XCI:UDING,E/2SE/A ORSEC to LANDS)„ CO.030572.504210;000 BAILI'`CONSTRUCTION, COMPANY AND &ENO/A M BAILEY AMOCO P1tODUCTION COMPANY 03/24/1976 BOOK PAGE, ENTRY STATE X20 [73639 COLORADO TIN R69W, 6TH PM SEC I• LOT 3, (A/D/A S2SE/A), E2SW/4NE74t LIMITED TO ALL RIGHT, TITLE'AND INTEREST IN THE NF%4 ONLY LEASE NUMBER CO 030572,7504211,000'_ LESSOR D ALLAN HUNTER AND CONNIE HUNTER LESSEE THE VESSELS COMPANY 2547936 B-1605 P-816 05/13/1997 04 38P PG 143 OF 247 COUNTY BOULDER Hello