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
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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
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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
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(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
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(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
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(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
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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
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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
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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
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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).
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Page 12 of 58
EXHIBIT A
Project Area
[See Attached]
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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
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Page 56 of 58
EXHIBIT C
Specific Excluded Assets
None.
Hello