HomeMy WebLinkAbout20163136.tiff4242022 10/03/2016 04:38 PM
Total Pages: 210 Rec Fee: $1,056.00
Carly Koppes - Clerk and Recorder, Weld County, CO
Recording requested by, and
when recorded return to:
Extraction Oil & Gas, LLC
370 17'" Street, Suite 5300
Denver, CO 80202
ASSIGNMENT, BILL OF SALE AND CONVEYANCE
This ASSIGNMENT, BILL OF SALE AND CONVEYANCE (this "Assignment"), dated
effective as of July 1, 2016 at 7:00 a.m. Denver, Colorado time (the "Effective Time"), is from
Bayswater Exploration & Production, LLC, a Colorado limited liability company, Bayswater
Blenheim Holdings LLC, a Delaware limited liability company and Bayswater Blenheim
Holdings II, LLC, a Delaware limited liability company (each an "Assignor" and collectively
the "Assignors"), with an address of 730 17th Street, suite 610, Denver, Colorado 80202, and
Extraction Oil & Gas, LLC, a Delaware limited liability company ("Assignee"), with an
address of 370 17th Street, Suite 5300 Denver, CO 80202. Assignor and Assignee are sometimes
collectively referred to as the "Parties" and each referred to individually as a "Party."
For $100.00 and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Assignors hereby sell, assign, transfer, grant, bargain and
convey the Assets to Assignee.
"Assets" means all of Assignors' right, title and interest in and to the following real and
personal property interests, excluding the Excluded Assets:
(a) The oil and gas leases, oil, gas and mineral leases, subleases and other
leasehold interests in all oil, gas, casinghead gas, coalbed methane, condensate, natural
gas liquids and other hydrocarbons, or any combination thereof, and products produced in
association therewith. ("Hydrocarbons") described on Exhibit A, Part I, insofar and only
insofar as such interests cover the lands described on Exhibit A, Part II (the "Lands"),
(the "Leases"), and all other leasehold interests, royalty interests, overriding royalties,
mineral fee interests, carried working interests, operating interests, reversionary rights
and contractual rights to production attributable to the Leases or Land, and other interests
in the Lands.
(b) All rights that are derived under or from the Leases in existing and
effective unitization, voluntary pooling and communitization agreements, pooling
declarations and pooling orders covering any of the Lands.
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(c) All oil and gas wells, injection wells, disposal wells and other wells now
or hereafter located on the Lands, or on lands pooled or unitized therewith as of the
Effective Time and or the Execution Date, including the oil and gas wells specifically
described on Exhibit B, whether producing or non -producing (the "Wells"); all
Hydrocarbons that may be produced from the Wells after the Effective Time; and all
Hydrocarbons produced from the Wells prior to the Effective Time, and, at the Effective
Time, are in storage, for which an adjustment to the Purchase Price (as defined in the
Purchase Agreement) is made pursuant to Section 3.2(a)(ii) of the Purchase Agreement.
(d) To the extent transferable, (i) all Hydrocarbon sales, purchase, gathering,
compression, treating, transportation, storage and processing agreements listed in
Exhibit C, insofar and only insofar as they cover or relate to the interests described in
clauses (a), (b) or (c) above, and (ii) all other contracts, operating agreements, balancing
agreements, joint venture agreements, partnership agreements, farmout agreements, and
other contracts, agreements and instruments insofar and only insofar as they cover or
relate to the interests described in clauses (a), (b) or (c) above (including the agreements
described on Exhibit C, (the "Material Agreements")), excluding any insurance contracts.
(e) To the extent transferable all permits, licenses, authorizations, approvals,
servitudes, rights -of -way, easements, surface use agreements, and other surface rights,
that are used or held primarily for use in connection with the operation of the Wells or
Lands (or lands pooled, communitized or unitized therewith as of the Effective Time or
the Execution Date).
(0 To the extent transferable all personal property, equipment, machinery,
fixtures and improvements, operational or nonoperational, known or unknown, located on
the Lands (or lands pooled, communitized or unitized therewith as of the Effective Time
or the Execution Date) or used, or held for use in connection with the operation of the
interests described in clauses (a), (b) or (c) above, including pipelines, gathering systems
(including the pipelines and gathering systems described in Exhibit D-1), manifolds, well
equipment, casing, tubing, pumps, motors, compression equipment, flow lines,
processing and separation facilities, pads, and structures that, in each case, as of the
Effective Time or as added before the Execution Date, are located on the Lands (or lands
pooled, communitized or unitized therewith as of the Effective Time or the Execution
Date) and are used or held for use primarily in connection with the operation of the Wells
or Lands (or lands pooled, communitized or unitized therewith as of the Effective Time
or the Execution Date), or with the production, injection, treatment, sale or disposal of
hydrocarbons and all other substances produced therefrom or attributable thereto,
including the well pad described in Exhibit D-2 (the "Joint Use Asset").
(g) The fee surface property, and the surface leases, described in Exhibit E,
covering the lands described in Exhibit E, used for Assignors' yards for operation of the
interests described in clauses (a), (b) or (c) above.
(h) All pipes, tubulars, fittings, and other materials used or specifically held
for use as operating inventory in connection with the operation of the Wells.
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(i) All logs, well files, production data and seismic data relating to the
interests described in clauses (a), (b) or (c) above, but excluding all data and information
that is (i) subject to unaffiliated third party contractual restrictions on disclosure or
transfer, and for which no waiver of such restrictions has been received, (ii) subject to a
transfer fee, unless Assignee agrees in writing to pay such transfer fee and execute
associated master service or other agreements required for transfer, and (iii) interpretative
data.
0) Copies (which, at Assignors' election, may be in either paper or electronic
form or a combination thereof except where original documents in Assignors' possession
may be required in connection with any Assumed Liabilities (as defined in the Purchase
Agreement) of the files, records, land surveys, data and information relating to the items
described in clauses (a) through (h) maintained by or in the possession or control of
Assignors (such copies are herein called the "Records"), including accounting files, lease
files, land contract files, well files, Hydrocarbon sales contract files, gas gathering,
compression, treating, transportation, storage and processing files, division order files,
abstracts, and title opinions.
(k) To the extent transferable, all rights and interest of the Assignors under
any indemnity (including, without limitation, any rights, claims or causes of action of the
Assignors against third parties under any indemnities or hold harmless agreements and
any indemnities received in connection with the Assignors' prior acquisition of any of the
Assets) to the extent such rights and interests relate to the ownership and operation of the
Assets and are attributable to any Assumed Liabilities (as defined in the Purchase
Agreement).
EXCEPTING AND RESERVING TO ASSIGNOR the following (the "Excluded
Assets :
(i) the leases described in Exhibit A, insofar and only insofar as the Leases
cover lands other than the Lands;
(ii) any accounts receivable accruing or attributable to the period before the
Effective Time;
(iii) except for all Hydrocarbons produced from the Wells prior to the Effective
Time for which an adjustment to the Purchase Price (as defined in the Purchase
Agreement) is made pursuant to Section 3.2(a)(ii) of the Purchase Agreement, all
production of Hydrocarbons from or attributable to the Assets with respect to all periods
prior to the Effective Time and all proceeds attributable thereto;
(iv) any refund of, or loss carry forwards or credits with respect to, costs, taxes
or expenses borne by Assignor or Assignors' predecessors in title and that are attributable
to the period ending prior to the Effective Time;
(v) any and all proceeds from the settlements of contract disputes with
purchasers of Hydrocarbons from the Assets, including settlement of disputes, insofar as
said proceeds are attributable to periods of time prior to the Effective Time;
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(vi) the right to exercise any audit rights under operating agreements or other
agreements or state law with respect to periods prior to the Effective Time (and Assignee
will cooperate with Assignor to facilitate Assignors' exercise of such rights);
(vii) any claims against third parties related to matters for which Assignor
indemnifies Assignee under Section 15.2(a) of the Purchase Agreement;
(viii) all titled vehicles and other rolling stock;
(ix) . all communications and work -product covered by the attorney -client or
attorney work -product privileges (other than title opinions, title abstracts or other chain -
of -title materials);
(x) all seismic, geophysical, geochemical, and interpretative data and
information, except for the seismic data described in clause (i) above of that will be
transferred to Assignee;
(xi) (1) all corporate, financial, tax and legal data and records of Assignor that
relate to Assignors' business generally, (2) any data and records to the extent disclosure or
transfer is prohibited or subjected to payment of a fee 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 the fee or other consideration, as applicable, (3)
any data and records relating to the sale of the Assets, including bids received from, and
records relating to Assignors' negotiations with, Assignee or with Persons other than
Assignee, (4) any data and records constituting or relating to the Excluded Assets and (5)
employee information, internal valuation data, business plans, business studies,
transaction proposals and related correspondence, and similar records and information;
(xii) Assignors' intellectual property used in determining whether to participate
in the development or operation of the Assets, including proprietary computer software,
computer software licensed from third parties, patents, pending patent applications, trade
secrets, copyrights, names, marks and logos;
(xiii) Assignors' right, title and interest in easements, rights -of -way, licenses,
permits, servitudes, surface leases, surface use agreements, and similar rights, obligations
and interests, to the extent they are attributable and allocable to rights and interests
retained by Assignors;
(xiv) all deposits, cash, checks in process of collection, cash equivalents,
accounts and notes receivable and other funds attributable to any periods before the
Effective Time, and security or other deposits made with third parties prior to the
Effective Time;
(xv) all swap, futures, or derivative contracts backed by or related to
Hydrocarbons produced from the Assets;
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(xvi) any equipment, materials, spare parts, tools and other personal property
that may have been previously used on the Leases, but that have been stored or
warehoused at an Assignors' or third party site not located on the Assets since the
Effective Time; and
(xvii) all reserve reports prepared by Assignors or their consultants, and all
reserve reporting and classification information and supporting materials with respect to
Assignors' determination or reporting of their reserves, other than the information
furnished to Assignee as part of the sale package materials or presentations by Assignors.
"Affiliate" of any designated Person means any Person which, directly or indirectly,
controls, or is controlled by or is under common control with, such designated Person; for
purposes of this definition, "control" (including, with correlative meanings, the terms "controlled
by" and "under common control with"), as used with respect to any Person, shall mean the
possession, directly or indirectly, of the power to direct or cause the direction of the management
and policies of such Person, whether through the ownership of voting securities, by contract or
otherwise; provided that the Affiliates of Bayswater Blenheim Holdings LLC shall be limited to
Blenheim Natural Resources Fund, LLC and the Affiliates of Bayswater Blenheim Holdings II,
LLC shall be limited to Blenheim Elgin Natural Resources Fund II, LLC.
"Person" shall mean any natural person, corporation, company, limited liability company,
partnership, joint venture, trust, proprietorship or other entity, organization or association of any
kind and shall include all governmental authorities.
TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns
forever.
This Assignment is made and accepted expressly subject to the following terms and
conditions:
A. Special Title Warranty; Disclaimers. Each Assignor hereby warrants and forever agrees
to defend Defensible Tide (as defined in the Purchase Agreement) as to itself (but not as
to any other Assignor) and as to that portion of the Assets owned by it, unto Assignee, its
successors and assigns against every Person whomsoever lawfully claiming or to claim
the same or any part thereof by, through, or under such Assignor, but not otherwise,
except for the Permitted Encumbrances (as defined in the Purchase Agreement), and with
full substitution and subrogation in and to all of the rights and actions of title warranty
that Assignor may have against its predecessors in title. EXCEPT AS EXPRESSLY
SET FORTH IN THE PRECEDING SENTENCE, IN THE SELLERS
CERTIFICATE DELIVERED PURSUANT TO SECTION 12.1(L) OF THE
PURCHASE AGREEMENT, OR IN THE PURCHASE AGREEMENT, THIS
ASSIGNMENT IS MADE WITHOUT WARRANTY OR REPRESENTATION OF
ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY AND ASSIGNORS
EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION,
WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING
TO (I) TITLE TO THE ASSETS, THE CONDITION, QUANTITY, QUALITY,
FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO THE MODELS
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OR SAMPLES OF MATERIALS OR MERCHANTABILITY OF ANY
EQUIPMENT OR ITS FITNESS FOR ANY PURPOSE, (II) THE ACCURACY OR
COMPLETENESS OF ANY DATA, REPORTS, RECORDS, PROJECTIONS,
INFORMATION OR MATERIALS NOW, HERETOFORE OR HEREAFTER
FURNISHED OR MADE AVAILABLE TO ASSIGNEE IN CONNECTION WITH
THIS ASSIGNMENT OR THE PURCHASE AGREEMENT, (III) PRICING
ASSUMPTIONS, OR QUALITY OR QUANTITY OF HYDROCARBON
RESERVES (IF ANY) ATTRIBUTABLE TO THE ASSETS OR THE ABILITY
OR POTENTIAL OF THE ASSETS TO PRODUCE HYDROCARBONS,
(IV) THE ENVIRONMENTAL CONDITION OF THE ASSETS, BOTH SURFACE
AND SUBSURFACE, (V) ANY IMPLIED OR EXPRESS WARRANTY OF NON -
INFRINGEMENT, OR (VI) ANY OTHER MATTERS CONTAINED IN ANY
MATERIALS FURNISHED OR MADE AVAILABLE TO ASSIGNEE BY
ASSIGNORS OR BY ASSIGNORS' AGENTS OR REPRESENTATIVES, OR
(B) ANY OTHER EXPRESS, IMPLIED, STATUTORY OR OTHER WARRANTY
OR REPRESENTATION WHATSOEVER. ASSIGNEE HAS INSPECTED, OR
WAIVED (AND SHALL BE DEEMED TO HAVE WAIVED) ITS RIGHT TO
INSPECT, THE ASSETS FOR ALL PURPOSES AND SATISFIED ITSELF AS
TO THEIR PHYSICAL AND ENVIRONMENTAL CONDITION, BOTH
SURFACE AND SUBSURFACE, INCLUDING BUT NOT LIMITED TO
CONDITIONS SPECIFICALLY RELATED TO THE PRESENCE, RELEASE OR
DISPOSAL OF HAZARDOUS SUBSTANCES, SOLID WASTES, ASBESTOS
AND OTHER MAN MADE FIBERS, OR NORM. ASSIGNEE IS RELYING
SOLELY UPON THE TERMS OF THIS ASSIGNMENT AND THE PURCHASE
AGREEMENT AND ITS OWN INSPECTION OF THE ASSETS, AND
ASSIGNEE ACCEPTS ALL OF THE SAME IN THEIR "AS IS, WHERE IS"
CONDITION.
THE PARTIES AGREE THAT, TO THE EXTENT REQUIRED BY
APPLICABLE LAW TO BE OPERATIVE, THE DISCLAIMERS OF
WARRANTIES CONTAINED IN THIS PARAGRAPH A ARE "CONSPICUOUS"
DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR
ORDER.
B. Purchase Agreement. This Assignment is made subject to that certain Purchase
and Sale Agreement dated July 22, 2016, by and between Assignors and Assignee (the "Purchase
Agreement"). The Purchase Agreement contains certain representations, warranties,
indemnities, assumptions and agreements between the Parties, some of which survive the
delivery of this Assignment, as provided for therein and shall not be merged into this Assignment
or be otherwise negated by the execution or delivery of this Assignment. This Assignment shall
not be construed to amend the Purchase Agreement or vary the rights or obligations of either
Assignor or Assignee from those set forth in the Purchase Agreement. In the event of any
conflict between this Assignment and the Purchase Agreement, the terms of the Purchase
Agreement shall control.
C. Governmental Assignment Forms. The Parties shall execute and deliver such
other assignments and assumptions, bills of sale, or deeds necessary to transfer the Assets to
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Assignee, including any conveyances on official forms and related documentation necessary to
transfer the Assets to Assignee in accordance with requirements of state and federal
governmental regulations. Those assignments shall be deemed to contain all of the terms hereof.
The interests conveyed by such separate assignments are the same, and not in addition to, the
interests conveyed herein.
D. Successors and Assigns. The terms, covenants and conditions contained in this
Assignment are binding upon and inure to the benefit of Assignor and Assignee and their
respective successors and assigns, and such terms, covenants and conditions are covenants
running with the land and with each subsequent transfer or assignment of the Assets or any part
thereof.
E. Counterparts. This Assignment may be executed in any number of counterparts,
each of which shall be deemed to be an original instrument, but all of which together shall
constitute but one instrument.
F. Governing Law. This Assignment shall be governed by and construed in
accordance with the laws of the State of Colorado, without regard to its conflict of law rules.
[Signature Pages Follow]
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EXECUTED this 3rd day of October, 2016 (the "Execution Date"), to be effective for all
purposes as of the Effective Time.
ASSIGNORS:
Bayswater Exploration & Production, LLC
By:
Name: " Stephen M. Struna
Title: President
Bayswater Blenheim Holdings LLC
By:
Name: Guy J. Castranova
Title: Managing Director
Bayswater Blenheim Holdings II, LLC
By:
Name:
Guy J. Castranova
Title: Managing Director
ASSIGNEE:
Extraction Oil &
By:
Name: / `MMatt Owens
Title: President
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STATE OF COLORADO
) ss.
CITY AND COUNTY OF DENVER
The foregoing instrument was acknowledged before me this 3rd day of October, 2016, by
Stephen M. Struna as President of Bayswater Exploration & Production, LLC, a Colorado
limited liability company, on behalf of such company.
Witness my hand and official seal.
My Commission expires:
%I%
5.2017 (��
STATE OF /V ECCJ NJErSez/
COUNTY OF10
) ss.
/FCl)
°cella. R. 6rrao
Notary Public
The foregoing instrument was acknowledged before me this Z L'day of September,
2016, by Guy J. Castranova, as Managing Director of Bayswater Blenheim Holdings LLC, a
Delaware limited liability company, on behalf of such company.
Witness my hand and official seal.
My Commission expires:
AGAR E. ESPADA
Notary Public of New Jersey
No. 2370789
My Commission Expires 03/10/2018
Page 9
Notary Public
4242022 10/03/2016 04:38 PM
Page 10 of 210
STATE OF )
) ss.
COUNTY OF ' . ' )
The foregoing instrument was acknowledged before me this • = day of
2016, by Guy J. Castranova as Managing Director of Bayswater Blenheim Holdings 11, LLC, a
Delaware limited liability company, on behalf of such company.
Witness my hand and official seal.
My Commission expires:
AGAR E. ESPADA
Notary Public of New Jersey
No. 2370789
My Commission Expires 03/10/2018
STATE OF COLORADO )
) ss.
CITY AND COUNTY OF DENVER )
Notary Public
The foregoing instrument was acknowledged before me this 3rd day of October, 20 16,1)y
Matt Owens, as President of Extraction Oil & Gas, LLC, a Delaware limited liability company,
on behalf of such company.
Witness my hand and official seal.
My Commission expires: 1/21//8
', c._E SCIOM-
;Awl. I:
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Recording
Reference
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Lease Description
199.81 FEET TO THE POINT OF BEGINNING.
TOWNSHIP 6 NORTH, RANGE 65 WEST OF THE 6TH
P.M.
SECTION 29: A STRIP OF LAND 30' WIDE LOCATED
ON THE EAST SIDE OF THE E2SW, SAID TRACT BEING
THAT TRACT CONVEYED IN THAT CERTAIN
WARRANTY DEED DATED MARCH 8, 1909 AND
RECORDED APRIL 19, BOOK 300, PAGE 390
TOWNSHIP 6 NORTH, RANGE 65 WEST OF THE 6TH
P.M.
SECTION 29: LOT B OF SECOND AMENDED
RECORDED EXEMPLTION NO. 0803-29-3-AMRE-151,
RECORDED AT RECEPTION NO.2732658
TOWNSHIP 6 NORTH, RANGE 65 WEST OF THE 6TH
P.M.
SECTION 29: LOT 8 OF SECOND AMENDED
RECORDED EXEMPLTION NO. 0803-29-3-AMRE-151,
RECORDED AT RECEPTION NO.2732658
TOWNSHIP 6 NORTH, RANGE 65 WEST OF THE 6TH
P.M.
SECTION 29: ALL EXCEPT THE EAST 30 FEET OF THE
FOLLOWING DESCRIBED TRACT OF LAND IN THE NE
CORNER OF THE SESE: MORE PARTICULARLY
DESCRIBED IN THE LEASE.
T6N, R65W, 6TH PM
SEC 29: A TRACT OF LAND IN THE S2SE MORE
PARTICULARLY DESCRIBED IN EXHIBTA OF THAT
WARRANTY DEED FILED AT RECEPTION NO.
3757808 IN THE PUBLIC RECORDS OF WELD COUNT
CO
AKA 251 O STREET, GREELEY, CO 80631
TOWNSHIP 6 NORTH, RANGE 65 WEST OF THE 6TH
P.M.
SECTION 29: THAT PORTION UNDERLYING THE
RAILROAD RIGHT OF WAY
TOWNSHIP 6 NORTH, RANGE 65 WEST OF THE 6TH
P.M.
SECTION 29: THAT PORTION IN THE NW
Date
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MATRIX ENERGY, LLC
MATRIX ENERGY, LLC
MATRIX ENERGY, LLC
MATRIX ENERGY, LLC
BAYSWATER
EXPLORATION &
PRODUCTION LLC
MATRIX ENERGY, LLC
MATRIX ENERGY, LLC
Lessor
WELD COUNTY
RICHARD WILLIAM
COOPER, LLC
J.PATRICK HARE, LLC
GIBBS, JAMES G. AND
DIANE R.
SALAZAR, JOSE JR.
UNITED STATES
DEPARTMENT OF
INTERIOR BUREAU OF
LAND MANAGEMENT -
COC73129
BUREAU OF LAND
MANAGEMENT -
COC73357
Bayswater
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Exhibit A — Part I - Oil and Gas Leases
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