Loading...
HomeMy WebLinkAbout20170740.tiff1625 Broadway, Suite 2200 Denver, CO 80202 Tel: 303.228.4000 Fax: 303.228.4282 119, V noble energy Tuesday, January 31, 2017 Weld County Board of Commissioners 915 Tenth Street Greeley, CO 80631 RECEIVED FEE 032017 WELD COUNTY COMMISSIONERS Certified Mail Article # 7012 3460 0000 3763 2390 RE: Request for Consent to Assign Oil and Gas Lease Dated November, 16, 1987 between Weld County and Transcontinent Oil Company, recorded in Weld County at reception number 2123791. Dear Board of Commissioners: NBL Energy Royalties, Inc., and Noble Energy WyCo, LLC, (collectively "NBL") is intending to divest to Noble Energy, Inc., ("Noble") all of its right, title and interest in and to the leasehold estates created by the oil and gas leases located in Weld County, Colorado, as more fully described on Exhibit "A," attached hereto and made a part hereof (the "Leases"). NBL received the interest in and to the Leases pursuant to that certain Assignment, Bill of Sale and Conveyance from PDC dated effective January 1, 2016, and recorded in the real property records of Weld County, Colorado, on September 29, 2016, at reception # 4240952. The Leases contain consent to assign provisions whereby the Leases may not be assigned by Lessee in whole or in part, without the prior written consent of Lessor, which consent shall not be unreasonably refused. Therefore, NBL hereby requests your consent, in the space below, to assign all of its right, title and interest in and to the Leases to Noble. At your earliest convenience, please execute the enclosed copy of this letter in the space provided below to indicate your consent to assign the Leases and return an executed copy of this letter using the enclosed self-addressed stamped envelope. Should you have any questions, please contact the undersigned, Tucker Hanlon of our Denver Land department, at 720-587-2031 or by email at Tucker.Hanlon((p nbtenergy.com. Thank you. Sincerely yours, NOBLE ENERINC. 'Tucker Hanlon Landman - DJBU ulie A. Cozad iven by Julie A. Cozad on this 13t1day of March ,2017. Title: Chair, Board of Weld County Commissioners MAR 13 2017 /Grp^ f� ZC G l/ .3-/.3 /7 pU 2017-0740 LECHo EXHIBIT A 1. Lease Date: Lessor: Lessee: Recording: Description: November 16, 1987 Weld County, Colorado Transcontinent Oil Company December 7, 1987 at Reception No. 2123791 Township 6 North, Range 64 West, 6th P.M. Section 30: The South 40 feet of the S2SE Weld County, Colorado Containing 2.40 acres, more or less 4240952 09/29/2016 10:57 AM Total Pages: 58 Rec Fee. $296.00 Carly Koppes - Clerk and Recorder, Weld County, CO ASSIGNMENT, BILL OF SALE AND CONVEYANCE Weld County, Colorado KNOW ALL MEN BY THESE PRESENTS: PDC ENERGY, INC., a Delaware corporation, whose address is 1775 Sherman Street, Suite 3000, Denver, CO 80203 ("Assignor"), for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby GRANT, DEED, SELL, ASSIGN, TRANSFER, AND CONVEY, subject to the terms of the Agreement (as defined below), and the exceptions and reservations and the terms and provisions herein contained, to NOBLE ENERGY, INC., a Delaware corporation ("NEI"), NBL ENERGY ROYALTIES, INC., a Delaware corporation ("NBL"), and NOBLE ENERGY WYCO, LLC, a Delaware limited liability company ("WyCo"), each of such entity's address being 1001 Noble Energy Way, Houston, Texas 77070 (collectively, "Assignee"), in the following undivided proportions (i) as to NEI, 94%, (ii) as to NBL, 5% and (iii) as to WyCo, 1%, the entirety of Assignor's right, title and interest, including all rights, estates, powers and privileges appurtenant thereto, in and to the Leasehold Assets and the Acquired Wells Properties, but excluding the Excluded Assets (collectively, the "Acquired Assets"). As used herein, "Leasehold Assets" shall include all of the following: (a) as to the Target Interval, all Hydrocarbon leases (or portions thereof) located within the area set forth on Exhibit A (the "Project Area"), including those listed on Exhibit B and, subject to Interest Additions described in Section 5.8 of the Agreement, any oil and gas leases not listed on Exhibit B but which cover any part of the Lands (to the extent within the Project Area, the "Acquired Leases"), and the lands covered by the Acquired Leases to the extent within the Project Area (the "Leased Lands"), and the production of Hydrocarbons in, on, or under the Leased Lands (collectively, the "Acquired Interests"); (b) as to the Target Interval, all existing and effective unitization, pooling, and communitization agreements, declarations, and orders covering any of the Leased Lands (the Leased Lands, together with all other lands pooled, unitized or communitized under such agreements, declarations, and orders, are referred to as the "Lands"); (c) to the extent the following relate primarily to the ownership or operation of the Acquired Properties (to the extent and only to the extent applicable to Assignor's interest in such Acquired Properties), all Hydrocarbon sales, purchase, gathering, and processing contracts, operating agreements, balancing agreements, and other contracts and agreements in connection with the Operations of any of the other Acquired Assets to which an Assignor is a party and which bind any of the Acquired Assets (the "Acquired Contracts"), including the contracts and agreements listed on Exhibit C to the Agreement (the "Material Contracts"); provided, however, that the Acquired Contracts shall not include any proprietary contracts or agreements by which Assignor acquired its interest in the Acquired Interests or Lands, in each case to the extent, and only to the 4240952 09/29/2016 10 57 AM Page 2 of 58 extent, such Acquired Contracts do not relate to or burden the Acquired Interests or Lands; (d) to the extent transferable without (i) payment of a transfer, licensing or similar fee, penalty or other consideration under third party agreements not advanced or reimbursed by Assignee or (ii) obtaining any consent that is not obtained by Assignor or Assignee, a non-exclusive, non -transferable license to receive copies of all Technical Data to the extent relating to the Acquired Properties (the "Acquired Data"); provided, however, that Assignee shall have the option (exercisable upon reasonable notice to Assignor) to elect to pay any transfer or other fees, costs, and expenses associated with the assignment or transfer to Assignee of any such Acquired Data; (e) except to the extent relating to the Excluded Assets, and except for Claims, payments, and proceeds under insurance policies (the proceeds of which are not transferred in connection with any Casualty Losses that are covered under Section 10.10 of the Agreement), all rights to payment arising out of or attributable to the Acquired Properties accruing or attributable to any period after the Effective Time, and all rights, Claims, refunds, causes of action, or choses in action relating to the foregoing; (f) to the extent transferable and not related to or arising out of, or covering any of the Excluded Assets or relating to matters for which Assignor has agreed to indemnify, defend or hold harmless the Indemnified Purchaser Parties under the Agreement, all warranties, and rights to indemnification and defenses attributable to the Leasehold Assets described in clauses (a) through (e) above or the Acquired Wells Properties; (g) to the extent transferable and in the possession of Assignor or its Entity Representative, all of Assignor's land records, lease records, well files, division order files, contract files, title records (including abstracts of title, title opinions and memoranda, title curative documents, broker run sheets and landowner contact information) and other records relating to the items described in clauses (a) through (f) above or the Acquired Wells Properties, but excluding any Technical Data and any information covered by the attorney -client or attorney work -product privilege (other than title opinions and title memoranda) or other confidentiality restrictions that prevent their disclosure to Assignee (the "Records"); and (h) all funds held in suspense by Assignor with respect to the operation or ownership of the Acquired Assets. As used herein, "Acquired Wells Properties" shall include all of the following: (a) the wellbores of the Hydrocarbon wells set forth on Exhibit D (the "Acquired Wells", and together with the Acquired Interests and the Lands, the "Acquired Properties"); (b) all Hydrocarbons in, on, or under, or that may be produced from the Acquired Wells prior to, on or after the Effective Time; 2 4240952 09/29/2016 10 57 AM Page 3 of 58 (c) all owned and leasehold interests in the Equipment and Operating Inventory located on the Lands as of the execution date hereof and used in connection with the Operations applicable to the Acquired Wells; and (d) all transferable Permits that have been granted or issued as of the execution date hereof in connection with the Operations applicable to the Acquired Wells. Notwithstanding anything to the contrary contained herein, Assignor hereby excepts, excludes and reserves from the grant and conveyance described herein, unto itself and its successors and assigns, the entirety of Assignor's right, title and interest, including all rights, estates, powers and privileges appurtenant thereto, in and to the following ("Excluded Assets"): (a) as to all depths other than the Target Interval or to the extent and only to the extent relating to the Retained Wells, all Hydrocarbon leases, including those listed on Exhibit B; (b) as to all depths other than the Target Interval, all existing and effective unitization, pooling, and communitization agreements, declarations, and orders; (c) other than the Acquired Wells, all Hydrocarbon wells, water wells, disposal wells, injection wells, abandoned wells and other wells located in the Project Area (to the extent of Assignor's interest in such wells, the "Retained Wells") and any midstream assets, including gathering and compression facilities, oil or water pipelines, facilities or plants related to the Retained Wells; (d) subject to the terms of the Joint Use Agreement, all Easements on or over the Lands and the interests in surface real property used in connection with the ownership or operation of the Acquired Assets; (e) all of Assignor's right, title and interest as of the execution date hereof in and to all agreements, contracts and instruments that relate primarily to the ownership of or Operations on the Retained Wells (to the extent and only to the extent applicable to each Retained Well); (f) all owned and leasehold interests in the Equipment and Operating Inventory located on the Lands as of the execution date hereof used in connection with the Operations applicable to the Excluded Assets; (g) all Permits that have been granted or issued as of the execution date hereof in connection with the Operations applicable to the Retained Wells; (h) all accounts receivable or rights to payment, refund, or indemnity accruing or attributable to any period before the Effective Time, including the right to any payments with respect to any Royalties, the full benefit of all Liens, security for such accounts or rights to payment accruing or attributable to any period before the Effective Time or that include or relate to any of the Retained Liabilities, and all rights, Claims, refunds, causes of action, or choses in action relating to the foregoing; 3 4240952 09/29/2016 10:57 AM Page 4 of 58 (i) all production of Hydrocarbons from or attributable to (i) the Acquired Properties (other than the Acquired Wells) with respect to any period before the Effective Time or (ii) any other Excluded Assets, including the Retained Wells; (j) except as contemplated in Section 10.10 of the Agreement in respect of Casualty Losses, all insurance policies, and any Claims, payments, and proceeds under any such insurance policies; (k) all Hedging Instruments and any rights or obligations under any such Hedging Instruments; (1) all deposits, surety bonds, rights under any letters of credit, and collateral pledged to secure any Liability or obligation of Assignor in respect of the Acquired Assets; (m) all rights or interest of Assignor in any Intellectual Property; (n) all information entitled to legal privilege, including attorney work product and attorney -client communications (excluding title opinions), and information relating to the Excluded Assets; (o) Assignor or its Affiliates' studies related to reserve assessments and economic estimates and analyses; (p) records relating to the auction, marketing, acquisition or disposition agreements (or proposed acquisition or disposition) of the Acquired Assets, including the existence, identity and inquiries and proposals received from or made to, and records of negotiation with, any Person, and any economic analyses associated therewith, but excluding rights under confidentiality, non -disclosure and similar agreements related to the foregoing (which shall be Acquired Assets to the extent transferable); (q) any assets and properties of Assignor specifically listed in Exhibit C regardless that such assets and properties may be used or held for use in connection with the Acquired Assets; (r) all proceeds from the settlement or disposition of any Claims, Proceedings, or disputes against Persons that are not an Indemnified Purchaser Party to the extent such proceeds relate to the other Excluded Assets; (s) to the extent relating to the other Excluded Assets or relating to matters for which Assignor has agreed to indemnify the Indemnified Purchaser Parties under the Agreement or relating to any of the Retained Liabilities, all warranties and rights to indemnification; (t) audit rights under operating agreements or other contracts or agreements with respect to periods before the Effective Time or in connection with any other Excluded Assets, Retained Liabilities or matters for which Assignee has agreed to indemnify the Indemnified Seller Parties under the Agreement; 4 4240952 09/29/2016 10:57 AM Page 5 of 58 (u) all fee mineral interests and Royalties burdened by, burdening or attributable to the Acquired Properties; (v) all rights, Claims, refunds, causes of action, or choses in action of Assignor (i) under the Transaction Documents, (ii) arising out of or relating to any of the other Excluded Assets, the Retained Liabilities or any other matters for which Assignor is obligated under the Agreement to indemnify any Person or (iii) attributable to Title Defects to the extent the Base Purchase Price has been reduced as a result of such Title Defect; (w) corporate, financial, Tax and legal data and records of Assignor that relate primarily to Assignor's business generally (whether or not relating to the Acquired Assets), or to businesses of Assignor and any Affiliate of Assignor other than the exploration and production of Hydrocarbons; (x) data, software and Records to the extent disclosure or transfer is prohibited or subjected to payment of a fee, penalty or other consideration by any license agreement or other agreement with a Person other than Affiliates of Assignor, or by applicable Law, and for which no consent to transfer has been received or for which Assignee has not agreed in writing to pay such fee, penalty or other consideration, as applicable; (y) ownership of all Technical Data and any and all interpretive data and analysis of any of the foregoing; (z) any Tax refund (whether by payment, credit, offset or otherwise, and together with any interest thereon) in respect of any Assignor Taxes; and (aa) all personal property of Assignor or any Affiliates of Assignor that is not included within the definition of "Acquired Assets", including all vehicles, personal computers and associated peripherals, licensed software, all radio (excluding SCADA equipment), cell phones and telephone equipment. Assignor and Assignee also agree to the following additional terms and conditions: 1. This Assignment, Bill of Sale and Conveyance ("Assignment") is executed as of September 28, 2016 but shall be effective as of January 1, 2016, at 12:01 a.m., Denver, Colorado, time (the "Effective Time") and is specifically made subject to the terms, conditions, and covenants of that certain Purchase and Sale Agreement dated June 15, 2016, between Assignor and Assignee (as amended, the "Agreement"), which terms, conditions, and convenants are incorporated herein by reference. If there is any conflict between the terms of this Assignment and the terms of the Agreement, the Agreement shall control in all respects and shall not merge into this Assignment. Capitalized terms used in this Assignment that are not otherwise defined herein or on Appendix I shall have the respective meanings given to them in the Agreement. 2. Assignor hereby warrants and agrees to defend Assignee against every Person whomsoever lawfully claiming or to claim an interest in any Acquired Properties by, through or 5 4240952 09/29/2016 10:57 AM Page 6 of 58 under Assignor, subject, however, to the Permitted Liens and further limitations and provisions of Article 5 of the Agreement. Except as set forth in the Agreement, Assignor makes no warranty, express, implied or statutory, as to the condition of the Acquired Assets, which are sold to and accepted by Assignee "as is, where is" with all defects and faults. 3. Assignor and Assignee shall execute, acknowledge, and deliver any conveyances on official forms of relevant Governmental Authorities and related documentation necessary to transfer the Acquired Assets to Assignee, and for Assignee and to assume the Assumed Liabilities in accordance with the Agreement and the requirements of Law in sufficient counterparts to satisfy applicable statutory and regulatory requirements. Those assignments shall be deemed to contain all of the exceptions, reservations, warranties, rights, titles, powers and privileges set forth herein as fully as though they were set forth in each such assignment. The interests conveyed by such separate assignments are the same, and not in addition to the interests conveyed by this Assignment and are not intended to modify, and shall not modify, any of the terms, covenants and conditions or limitations on warranties set forth in this Assignment and are not intended to create, and shall not create, any representations, warranties or additional covenants of or by Assignor to Assignee. 4. This Assignment and all rights and covenants in connection herewith shall be binding upon the parties hereto, and their respective heirs, successors, and assigns. This Assignment is intended to be recorded and filed of record. 5. This Assignment may be executed and delivered in one or more counterparts, each of which when executed and delivered shall be deemed an original, but all of which when executed shall constitute one and the same instrument. 6. To the extent of the indemnification obligations in the Agreement, Assignor and Assignee waive for themselves and their respective successors and assigns, including any insurers, any rights to subrogation for Losses for which such Party is liable or against which such Party indemnifies any other Person under the Agreement. 7. Assignor agrees to execute and deliver to Assignee, from time to time, such other and additional instruments, notices, and other documents, and to do all such other and further acts and things as may be necessary to more fully and effectively grant, convey and assign to Assignee the Acquired Assets. 8. This Assignment and all Claims or causes of action (whether in contract, tort or based on any other legal theory) that may be based upon, arise out of or relate to this Assignment shall be governed by and construed in accordance with the internal laws of the State of Colorado without regard to any choice -of -law or conflicts -of -law provision or rule (whether of the State of Colorado or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Colorado. 6 4240952 09/29/2016 10:57 AM Page 7 of 58 IN WITNESS WHEREOF, this Assignment is executed and delivered as of the dates of the acknowledgments below but shall be effective as of the Effective Time. ASSIGNOR: PDC ENERGY, INC. By: riew[kfu &Au Name: Nicole L. Martinet Title: Vice President and Associate General Counsel ACKNOWLEDGMENT STATE OF COLORADO § C tY� 0.nd COUNTY OF DENVER § The foregoing instrument was acknowledged before me this 28th day of September, 2016, by Nicole L. Martinet, as Vice President and Associate General Counsel of PDC Energy, Inc., a Delaware corporation, on behalf of the corporation. JO ANNE GANN NOTARY PUBLIC STATE OF COLORADO NOTARY ID 19974003863 MY COMMISSION EXPIRES MARCH 29, 2017 Y PUBLIC in and for the aforesaid County and State Name: aA-r ne &O. t t - Commission Expires: 0.3 t a `l )9_0 l -i Signature Page to Weld County, Colorado Assignment 4240952 09/29/2016 10:57 AM Page 8 of 58 ASSIGNEE: 635 NOBLE ENERGY, INC. By: Name: a son L. F e an Title: ice President ACKNOWLEDGMENT STATE OF COLORADO COUNTY OF DENVER The foregoing instrument was acknowledged before me this Q day of September, 2016, by Lawson L. Freeman as Vice President of Noble Energy, Inc., a Delaware corporation, on behalf of the corporation. i _ ALYSON OWENS NOTARY PUBUJC • STATE OF COLORADO My Identi6catian it 20154017000 Expires Apri 29, 2019 NOTARY P LIC in and for the aforesaid County and State Name: My&or Owe-nS Commission Expires: 4 - aA Signature Page to Weld County, Colorado Assignment 4240952 09/29/2016 10:57 AM Page 9 of 58 NBL ENERGY ROYALTIES, INC. By: Name: a son L. F Title: Vice President ACKNOWLEDGMENT STATE OF COLORADO COUNTY OF DENVER The foregoing instrument was acknowledged before me this at,day_ of September, 2016, by Lawson L. Freeman as Vice President of NBL Energy Royalties, Inc., a Delaware corporation, on behalf of the corporation. ALYSON OWENS NOTARY PUBUC-STATE OF COLORADO My Identification # 20154017000 Expires April 29, 2019 NOTARY P'HBLIC in and for the aforesaid County and State Name: INN sot- p%JOe, Commission xpires: 4_ a.q _ c Signature Page to Weld County, Colorado Assignment 4240952 09/29/2016 10:57 AM Page 10 of 58 NOBLE ENERGY WYCO, LLC By: Name: La son L. F Title: Vice President ACKNOWLEDGMENT STATE OF COLORADO § COUNTY OF DENVER § The foregoing instrument was acknowledged before me this aS day of September, 2016, by Lawson L. Freeman as Vice President of Noble Energy WyCo, LLC, a Delaware limited liability company, on behalf of the limited liability company. ALYSON OWENS NOTARY PUBLIC -STATE OF COLORADO My Identification # 20154017000 Expires Apra 29, 2019 NOTARY PUBLIC in and for the aforesaid County and State Name: `My S ors Ow S Commission$xpires: 4-a4 - �9 Signature Page to Weld County, Colorado Assignment 4240952 09/29/2016 10:57 AM Page 11 of 58 APPENDIX I Certain Defined Terms "Easement" means any easement, right-of-way, license, servitude, surface lease, surface use agreement, or other similar asset, right, or interest in real property. "Equipment" means tanks, boilers, buildings, improvements, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, Christmas trees, derricks, platforms, separators, compressors, gun barrels, and other equipment, fixtures, physical facilities, and surface and subsurface machinery, but excluding Operating Inventory. "Hydrocarbons" means crude oil, natural gas, casinghead gas, condensate, sulphur, natural gas liquids, plant products, and other liquid or gaseous hydrocarbons produced in association with the foregoing, including coalbed methane and gas and CO2. "Operating Inventory" means rolling stock, pipes, casing, tubing, tubulars, fittings, and other spare parts, supplies, tools, and materials held as operating inventory. "Operations" means oil and gas exploration, development, and production, and all operations relating thereto, including: (i) the acquisition, purchase, sale, development, operation, maintenance, use and abandonment of oil, gas, and mineral leases and related interests; (ii) the drilling, reworking, production, purchase, sale, transportation, storage, processing, treating, manufacture, and disposal of, or for, Hydrocarbons and associated by-products and wastes; and (iii) the acquisition, construction, installation, maintenance, use, and operation of related Equipment and Operating Inventory. "Permit" means any permit, license, certificate of authority, franchise, concession, registration, or similar qualification or authorization issued, granted, or given by or under the authority of any Governmental Authority. "Royalties" means royalties, overriding royalties, production payments, net profits interests, other non -cost bearing revenue interests or similar payment burdens upon, measured by, or payable out of production of Hydrocarbons therefrom. "Target Interval" means the stratigraphic equivalent of all depths from the top of the geologic formation known as the Niobrara formation as found at 6499 feet measured subsurface depth in the Scholfield A36-19 well operated by NEI, API #/O5-123-25768, State Plane Coordinates Lat: 40.4465400 and Long: -104.5036100, located in Township 6 North, Range 64 West, Section 36, Weld County, Colorado, to the base of the geologic formation known as the Codell formation as found at 6825 feet measured subsurface depth. "Technical Data" means proprietary geologic, geophysical, seismic data and seismic licenses, but excluding any and all interpretative data and analysis of any of the foregoing (it being understood that all such interpretive data and analysis shall constitute an Excluded Asset). 4240952 09/29/2016 10:57 AM Page 12 of 58 EXHIBIT A Project Area [See Attached] 4240952 09/29/2016 10 57 AM Page 13 of 58 TOWNSHIP 6 NORTH, RANGE 65 WEST: SECTIONS 25, 26, 34, 35, 36 TOWNSHIP 6 NORTH, RANGE 64 WEST: SECTION 19, SECTION 20 less and except W2SE, SECTIONS 21, 22, 23, 24, 25, 26, 27, 28, SECTION 29 less and except N2SE, SECTIONS 30, 31, SECTION 32 less and except W2SW, SECTION 33 less and except W2NE and E2NW, SECTIONS 34, 35, 36 TOWNSHIP 6 NORTH, RANGE 63 WEST: SECTIONS 19, 20, 21, 22, 27, 28, 29, 30, 31, SECTION 32 less and except E2SE, SECTIONS 3, 34, 36 TOWNSHIP 5 NORTH, RANGE 64 WEST: SECTION 13 TOWNSHIP 5 NORTH, RANGE 63 WEST: SECTIONS 2, 3, 4, 5, 6, 7, 8, 9, SECTION 10 less and except W2NE and W2SE and E2SE, SECTIONS 15, 16, 17, 18 TOWNSHIP 3 NORTH, RANGE 64 WEST: SECTION 19 4240952 09/29/2016 10:57 AM Page 14 of 58 EXHIBIT B Acquired Leases [See Attached] 4240952 09/29/2016 10:57 AM Page 55 of 58 00(189V£010J 000'6£0Z01OD 000'6EOZ010D 000'8EOZO1OD r N Anadarko Land Corp., a Nebraska Corporation ro G O C • O O 0 O O O c D 0 S ro fo 0 O O a n 0 Weld County, Colorado, a political subdivision of the State of Colorado uosiad aiSuis e ydle8 Co 0 O ' )ul'Afbau3 JOd D111)11 1ND1 n. n 0 0 m m ro Co CD m La F`+ N 0 en u., IA lD J w W r LO J N N V tO d fo O 1-4 O U1 Ol w 8 v r V am DC d LA W (0 In N N N U, U1 CO W R U1 z U1 2 U, z U1 z 01 A m w 101 A J W W UI z m d r W 0 W Z m V Z 0 Ul Z m v a 4240952 09/29/2016 10:57 AM Page 56 of 58 EXHIBIT C Specific Excluded Assets None. Hello