HomeMy WebLinkAbout20161192 DIVISION ORDER
ARM ENERGY MANAGEMENT LLC 10/26/2015
% ExTex Division Order Services
17301 W Colfax Ave, #406
Golden, CO 80401
Nic Pade (303)463-8799 x 1026
FAX (303-463-8808)
WELD COUNTY Owner Number: 11264A
A POLITICAL SUBDIVISON OF THE STATE OF Type of Interest: R
COLORADO Decimal Interest: 0.00006953
915 10TH ST 3RD FLOOR
GREELEY, CO 80631
Property#: 10103A
Property Name: BARLEY 8
Effective Date: i0/01/2015
Operator: HRM RESOURCES II LLC
Legal Description: ,,
WELD COUNTY W,SEC 23 CO �� 05-12 3.25`t�LLT
Production: Oil: Y
The undersigned certifies the ownership of their decimal interest in production or proceeds as described above.
Payor shall be notified, in writing, of any change in ownership, decimal interest, or payment address. All such
changes shall be effective the first day of the month following receipt of such notice.
Payor is authorized to withhold payment pending resolution of a title dispute or adverse claim asserted regarding
the interest in production claimed herein by the undersigned. The undersigned agrees to indemnify and
reimburse Payor any amount attributable to an interest to which the undersigned is not entitled.
Payor may accrue proceeds until the total amount equals $25.00, or pay annually whichever occurs first, or as
required by applicable state statutes.
This Division Order does not amend any lease or operating agreement between the undersigned and the lessee
or operator or any other contracts for the purchase of oil or gas.
In addition to the terms and conditions of this Division Order, the undersigned and Payor may have certain
statutory rights under the laws of the state in which the property is located.
SIGNATURE:
BOARD OF 'WAY .O „ AIERS, C � � 1
ATTEST: '
CLERK • i r BOA' b6t '.,42
BY: / /J�//i_f�!� '�.�i►�►� -
DEPUTY CLERK T•/ HE BOARD / ) 61
2016-1192 ( )
ederal law requires you to furnish your Social Security or Taxpayer Identification Number
Failure to comply will result in a tax withhglding an will • be refu able by Payor.
Modified NADO I�/lo el F rm Divisi 4e A opted 995DO7D _,
EXTEX
Land and Administration LLC
17301 W Colfax Ave No 406 303-463-8799
Golden,CO 80401 FAX 303-463-8808
RE: EFFECTIVE WITH SEPTEMBER 2015 PRODUCTION, ARM ENERGY
MANAGEMENT WILL BE PURCHASING FROM THE ATTACHED DIVISION
ORDERS.
October 26, 2015
The enclosed Division Order has been prepared on the basis of documentation provided.
Please examine the Division Order for accuracy. If you are in agreement with the interest
set forth, execute the original, retaining the copy provided for file and future reference. A
correct mailing address and Social Security or Tax Identification Number is required and
should be included in the spaces provided. The executed original should then be returned
to our office.
Upon receipt of the properly executed Division Order, your interest will be placed into
pay on the 20th day of the following month, providing that the accruals to your interest
amount to at least $25.00.
We are also enclosing a form W-9 for tax identification purposes. Please be sure to fill
out the W-9 completely and return the original to ExTex when returning your executed
division order for payment.
Please refer to our lease number and your owner number in any communication with our
company so that we can respond promptly.
Very truly yours,
Nic Pade
ExTex Land and Administration LLC, Agent
Agent for Chevron Products Company
303-463-8799 x 1026
Division Order and/or Title Inquiries
Lorrie Johnson 303-463-8799 x 1024
Nic Pade 303-463-8799 x 1026
Dennis M.Pade Chris C.Pennels Boyd K. Sanstra
Manager Manager Manager
Karla Ford
From: Frankie Martinez <fmartinez@hrmres.com>
Sent: Thursday, February 25, 2016 8:22 AM
To: Karla Ford
Subject: Barney#8 title opinion
Attachments: DOTO Barney#8 20090818.pdf
For the Barney #8, the title opinion is attached.
The royalty calculation is on page 11. Looks like this lease has a lessor royalty of 12.5% and covers .089 of the
160 acre spacing unit (.089/160*.125=.00006953).
The lease comprises tract IX (lease #6) and that tract is summarized beginning on page 27. The lease is
summarized on page 38, and the assignment chain is on page 55.
Let me know if you need anything else.
Ms. Frankie L. Martinez
Landman 1 HRM Resources, LLC 1410 17th Street, Suite 1100 I Denver, CO 80202
P (303) 893-6621 I F (303) 893-6892 I E fmartinez@hrmres.com
1
RIORK • LINDLEY • LITTLE • Pc
LAWYERS
PETER A. BIORK' 'Also acfmined al'Wyoming
L.11.RA LINDLEY .also admnteri in;Be r)I.slrict O1 Columbia
DAVID R. LITTLE ".Also admitted in New Mexico
ROBERT C. MATliEs°
D.ARIN B.SCHEER`
KATHLEEN C.SCHRODER
JILL D. C.ANTW'..Yt
KEENAN COEI'LE"
SARAH SoRLrI
August 18, 2009
DIVISION ORDER TITLE OPINION
Foundation Energy Management,LLC
1900 Grant Street, Suite 1120
Denver, CO 80203
Attention: Mr. David L. Richardson, Landman
Re: Barney No. 8 Well
SW/4SE/4, S.E/4SW/4 Section 23-6N-66W,
NE/4NW/4, NW/4NE/4 Section 26-6N-66W
Weld County, CO
Ladies and Gentlemen:
Pursuant to your request we have examined title to the following described lands
located in Weld County, Colorado, for division order purposes, and give you our opinion
thereon as follows:
DESCRIPTION
Township 6 North, Range 66 West, 6th P.M.
Section 23: SW/4SEJ4, SE/4SW/4
Section 26: NE/4NW/4, NW/4NE/4
containing 160.00 acres, more or less
Note: For the purposes of identification and convenience we have further delineated the
lands as Tracts I, II, III, IV, V, VI, VII, VIII,IX and X, as follows:
1(500 STOUT STREET•SUITE 1400•DENVER, COLORADO 80202 3 1 1 0
TELEPHONE: 303-892-1400•F:.CSIMILE: 303-892-1401 •Www.hjorklindley.corn
Foundation Energy Management, LLC Page 2
August 18, 2009
TRACT I
Township 6 North,Range 66 West, 6th P.M.
Section 23: SE/4SW/4, except Tracts II,
III and IV, described below.
containing 33.71 acres, more or less
TRACT 11
Township 6 North, Range 66 West, 6th P.M.
Section 23: A tract of land located in the
SE/4SW/4, being further
described as follows:
Commencing at the S/4 Corner of said
Section 23, and considering the East line of
the SW/4 of said Section 23 to bear North
00°20'50" East, with all bearings herein
being relative thereto: thence North
00°20'50" East, along the East Line of the
SW/4 of said Section 23, a distance of
1104.47 feet;thence North 89°39'10"West,
607.80 feet to the True Point of Beginning;
thence South 11°21'49" East, 206.94 feet;
thence South 23°54'52" East, 48.67 feet;
thence North 89°39'10" West, 212.00 feet;
thence North 00°20'50" East, 247.00 feet;
thence South 89°39'10"East, 150.00 feet to
the True Point of Beginning.
containing 1.00 acres, more or less
TRACT III
Township 6 North, Range 66 West, 6th P.M.
Section 23: A parcel of land in the SW/4,
more particularly described as
follows:
Beginning at the Southeast Corner of the W/2
of Section 23; thence North 00°20'50"East,
857.47 feet; thence North 89°39'10" West,
545.80 feet to the True Point of Beginning;
Foundation Energy Management,LLC Page 3
August 18, 2009
thence North 89°39'10" East, 67.92 feet;
thence South 00°20'49" East, 300.00 feet;
thence South 89'39'10" West, 222.47 feet;
thence North 26°54'31"East, 337.47 feet to
the True Point of Beginning.
containing 1.00 acres, more or less
TRACT IV
Township 6 North, Range 66 West, 6th P.M.
Section 23: That part of the following
described lands located
within the SE/4SW/4:
Beginning at a point on the West one quarter
one quarter line in Section 23, whence the
one quarter one quarter corner of the South
line of said section bears due South 277.5
feet;thence as follows around high-water line
of said reservoir North 22°37' East 484.9
feet; thence North 2°29' West 1038.4 feet;
thence North 57°16' West 164.7 feet to 1/4
1/4 line; thence due South along said 1/4 1/4
line 1573.7 feet to place of beginning.
containing 4.29 acres, more or less
TRACT V
Township 6 North, Range 66 West, 6th P.M.
Section 26: NE/4NW/4,except Tracts VI
and VII, described below.
containing 37.893 acres, more or less
TRACT VI
Township 6 North, Range 66 West, 6th P.M.
Section 26: A tract of land located in the
NW/4,being more particularly
described as follows:
Foundation Energy Management, LLC Page 4
August 18, 2009
Beginning at the North Quarter Corner of
said Section 26 and considering the North
line of said Northwest Quarter to bear North
90°00'00" East, with all other bearings
contained herein being relative thereto;
thence South 01°10'31" East, more or less,
218.82 feet along the East line of said
Northwest Quarter to a point being 2 feet,
more or less, North of the north edge of a
concrete irrigation ditch; thence westerly
parallel with said ditch by the following three
(3) courses: South 89°08'13" West, 87.48
feet, more or less; North 51°03'25" West,
60.21 feet; South 89°10'55" West, 97.96
feet; thence North 02°12'26" West, 183.78
feet to a point on the North line of said
Northwest Quarter; thence North 90°00'00"
East, 234.84 feet to the point of beginning.
containing 1.072 acres, more or less
TRACT VII
Township 6 North,Range 66 West,6th P.M.
Section 26: A tract of land more
particularly described as
follows:
Commencing at the North Quarter Corner of
said Section 26 and considering the North
line of said NW/4 to bear South 90°00'00"
West, with all other bearings contained
herein being relative thereto; thence South
90°00'00" West, 234.84 feet to the True
Point of Beginning;thence South 02°12'26"
East, 183.78 feet to a point being 2 feet more
or less, North to the north edge of concrete
irrigation ditch;thence westerly and northerly
parallel with said ditch by the following two
courses: South 89°10'55"West 245.27 feet;
North 00°55'52"West 187.17 feet to a point
on the North line of said NW/4;thence North
Foundation Energy Management,LLC Page 5
August 18, 2009
90°00'00"East 241.21 feet to the True Point
of Beginning.
containing 1.035 acres, more or less
TRACT VIII
Township 6 North,Range 66 West, 6th P.M.
Section 26: NW/4NFJ4, except Tract IX,
described below.
containing 39.911 acres, more or less
TRACT IX
Township 6 North,Range 66 West, 6th P.M.
Section 26: A parcel of land located in the
NW/4NE/4, more particularly
described as follows:
Commencing at the North 1/ Corner of said
Section 26 and considering the north line of
said NE/4 of Section 26 to bear South
89°11'06" East with all bearings contained
herein relative thereto; thence South
89°11'06" East along the north line of said
NE/4 of Section 26, 1,131,76 feet; thence
South 00°48'54" West, 30.00 feet to the
right-of-way line of the existing County Road
and true point of beginning; thence South
89°11'06" East along said right-of-way line
144.34 feet; thence continuing along said
right-of-way line South 17°32'50" East,
144.34 feet;thence along the arc of a curve to
the left whose central angle is 71°38'16"and
whose radius is 200.00 feet and whose long
chord bears North 53°21'58" West, 234.09
feet to the true point of beginning.
containing 0.089 acres, more or less
Foundation Energy Management,LLC Page 6
August 18, 2009
TRACT X
Township 6 North,Range 66 West, 6th P.M.
Section 23: SW/4SE/4, also known as a
portion of Lot D of Recorded
Exemption 0805-23-1, RE-
38868
containing 40.000 acres, more or less
MATERIALS EXAMINED
1. Examination of the Division Order Title Opinion dated December 2, 2008,
prepared by Peter A. Bjork of this office, covering the SE/4S W/4 of Section 23 and the
NE/4NW/4 of Section 26 (Tracts Nos.I,II,III,IV, V, VI and VII),and other lands, based in
turn upon the following:
a. Examination of a Division Order Title Opinion dated February 3, 1983,
prepared by Lind and Ottenhoff,Attorneys,Greeley, Colorado,covering
the Tracts I,II,III and IV lands. This examination was based upon a prior
title opinion and upon examination of the records of the Clerk and
Recorder of Weld County, Colorado, covering these lands for the total
period of time from inception of records to January 26, 1983 at 12:01
a.m.
b. Examination of copies of title chains prepared by Crews & Zeren,
Petroleum Land Consultants, Greeley, Colorado,and based in turn upon
the Tract Indices of LandAmerica, purporting to cover the Tract I, II, III
and IV lands for the period of time from January 26, 1983 at 12:01 a.m.,
through October 3, 2008 at 7:45 a.m. In addition, Crews & Zeren
provided copies of the pertinent documents covered by these title chains
as highlighted in the title chains themselves.
c. Examination of a Division Order Title Opinion dated April 17, 1983,
prepared by James S.Holmberg,Attorney,Denver,Colorado and directed
to Bellweather Exploration Company, covering the lands described as
Tracts V, VI and VII. This examination was based upon a prior title
opinion and upon supplemental abstract coverage,covering the Tracts V,
VI and VII lands,for the total period of time from inception of records to
April 21, 1983 at 7:45 a.m.
d. Examination of copies of title chains prepared by Crews & Zeren,
Petroleum Land Consultants, Greeley, Colorado, and based in turn upon
the tract indices of LandAmerica, purporting to cover the Tracts V, VI
Foundation Energy Management, LLC Page 7
August 18, 2009
and VII lands for the period of time from August 22, 1982 at 7:45 a.m.
through October 3, 2008 at 7:45 a.m. In addition, Crews & Zeren
provided copies of the pertinent documents covered by these title chains
as highlighted in the title chains themselves. Finally,as to the oil and gas
leasehold, they provided copies of all documents pertaining to the
leasehold as found in the tract indices of LandAmerica, from the first
recorded lease down to October 3, 2008 at 7:45 a.m.
e. Examination of numerous additional title materials supplied with the
Letter of Request dated October 14,2008,including numerous land maps,
tax data, and various corporate history documents pertaining to SOCO
Wattenburg Corporation,Patina Oil and Gas Corporation,Noble Energy
Production, Inc. and Noble Energy Inc.
f. Examination of the unexecuted and unrecorded Declaration of Pooling as
to the subject Lands, which, when executed and recorded, will properly
unitize the same for production from the Barney No. 7 Well, and is
limited to the Codell/Niobrara formations.
2. Examination of copies of title chains prepared by Crews&Zeren,Petroleum
Land Consultants, Greeley,Colorado, based in turn upon the tract indices of Lawyers Title
Insurance of Greeley, Colorado,covering the SE/4SW/4 (Tracts I,II,III and IV)of Section
23 for the period of time from October 3,2008 at 7:45 a.m.to December 5,2008 at 7:45 a.m.
In addition,Crews&Zeren provided copies of the pertinent documents covered by these title
chains as highlighted in the title chains themselves.
3. Examination of copies of title chains prepared by Crews&Zeren,Petroleum
Land Consultants, Greeley, Colorado, based in turn upon the tract indices of Lawyers Title
Insurance of Greeley, Colorado, covering the NE/4NW/4 (Tracts V, VI and VII)of Section
26 for the period of time from October 3,2008 at 7:45 a.m. to December 5,2008 at 7:45 a.m.
In addition,Crews&Zeren provided copies of the pertinent documents covered by these title
chains as highlighted in the title chains themselves.
4. Examination of a Supplemental Drilling Title Opinion dated April 28, 1993,
prepared by Thomas C.McKee of Clanahan,Tanner,Downing and Knowlton,PC,covering
the NW/4NE/4 of Section 26 (Tracts VIII and IX), and other lands, limited to formations
from the surface of the earth down to the base of the Codell formation,based in turn upon the
following:
a. Examination of Drilling Title Opinion dated January 18, 1983,prepared
by James S.Holmberg for Bellwether Exploration Company,covering the
W/2NE/4, Section 26, Township 6 North, Range 66 West, 6th P.M.,
Foundation Energy Management, LLC Page 8
August 18, 2009
except Tract IX, based on title information from inception of title to
November 9, 1982 at 7:45 a.m.
b. Examination of Division Order Title Opinion dated June 6, 1983,
prepared by James S. Holmberg for Bellwether Exploration Company,
covering the W/2NE/4, Section 26,Township 6 North, Range 66 West,
6th P.M., except Tract IX, based on title information from November 9,
1982 at 7:45 a.m. to May 18, 1983 at 7:45 a.m.
c. Examination of Supplemental Drilling Title Opinion dated February 21,
1986, prepared by Janet N. Hams of Cogswell and Wehrle, for
Bellwether Exploration Company, covering the W/2NE/4, Section 26,
Township 6 North, Range 66 West, 6th P.M., as to the Codell formation
only, based on title information from May 18, 1983 at 7:45 a.m. to
January 27, 1986 at 8:00 a.m.
d. Examination by Thomas C. McKee of Clanahan,Tanner,Downing and
Knowlton,PC of documents recorded with the Clerk and Recorder,Weld
County, Colorado, based on book and page indices maintained by
Transamerica Title Insurance Company,Greeley,Colorado,covering the
W/2NE/4,Section 26,Township 6 North,Range 66 West, 6th P.M. from
November 9, 1982 at 7:00 a.m. to March 30, 1993 at 7:00 a.m.
5. Examination of copies of title chains prepared by Crews&Zeren,Petroleum
Land Consultants, Greeley,Colorado,based in turn upon the tract indices of Lawyers Title
Insurance of Greeley,Colorado,covering the NW/4NE/4 of Section 26(Tracts VIII and IX)
for the period of time from March 30, 1993 at 7:45 a.m.to December 5,2008 at 7:45 a.m. In
addition, Crews &Zeren provided copies of the pertinent documents covered by these title
chains as highlighted in the title chains themselves.
6. Examination of a Combined Drilling Title Opinion dated April 28, 1993,
prepared by John S. Butcher of Butcher&Widlind,L.L.C.,covering the E/2 of Section 23
(Tract X, and other lands), based in turn upon the following:
a. Examination of Compilation of instruments provided by Hannon &
Associates,Inc.from instruments in the files of David G.Ebner,Esq.and
provided to him by Crews and Zeren, including multiple title opinions;
b. Examination of Compilation of instruments provided by Hannon &
Associates, Inc. for those instruments filed of record in the Office of the
Clerk and Recorder in and for Weld County,Colorado and for that period
of time from October 1, 2005 to June 8, 2006;
Foundation Energy Management, LLC Page 9
August 18, 2009
c. Examination of Original Title Opinion,dated January 13, 1983,authored
by George H. Ottenhoff, covering W/2E/2,NE/4NE/4,N/2SE/4NE/4 of
Section 23, Township 6 North,Range 66 West, 6th P.M.;
d. Examination of Supplemental Title Opinion, dated August 21, 1983,
authored by David L. Mitchell, covering W/2E/2, NE/4NE/4,
N/2SE/4NE/4 of Section 23, Township 6 North, Range 66 West, 6th
P.M.;
e. Examination of Division Order Title Opinion,dated September 15, 1983,
authored by David L. Mitchell, covering W/2SE/4. of Section 23,
Township 6 North,Range 66 West, 6th P.M.;
f. Examination of Division Order Title Opinion, dated March 9, 1984,
authored by David L. Mitchell, covering SW/4NE/4 of Section 23,
Township 6 North,Range 66 West, 6th P.M.;
g. Examination of Division Order Title Opinion, dated April 25, 1985,
authored by George H. Ottenhoff, covering NE/4SE/4 of Section 23,
Township 6 North, Range 66 West, 6th P.M.;
h. Examination of Drilling Title Opinion, dated November 11, 1986,
authored by George H. Ottenhoff, covering SE/4NE/4 of Section 23,
Township 6 North, Range 66 West, 6th P.M.;
i. Examination of Division Order Title Opinion, dated February 10, 1987,
authored by George H. Ottenhoff, covering SE/4NE/4 of Section 23,
Township 6 North, Range 66 West, 6th P.M.;
j. Examination of Acquisition Title Opinion,dated April 28, 1988,authored
by Richard H. Bate, covering W/2E/2, NE/4NE/4, N/2SE/4NE/4 of
Section 23, Township 6 North, Range 66 West,6th P.M.;
k. Examination of First Supplemental Acquisition Title Opinion, dated
October 11, 1990, authored by Richard H. Bate, covering SE/4NE/4 of
Section 23, Township 6 North, Range 66 West, 6th P.M.;
1. Examination of Supplemental Drilling Title Opinion, dated May 13,
1993, authored by James M. Colosky, covering E/2SE/4 of Section 23,
Township 6 North, Range 66 West, 6th P.M.;
m. Examination of Acquisition Title Opinion, dated November 14, 2005,
authored by David G. Ebner, covering E/2 of Section 23, Township 6
North, Range 66 West, 6th P.M.
Foundation Energy Management, LLC Page 10
August 18, 2009
7. Examination of copies of title chains prepared by Crews&Zeren,Petroleum
Land Consultants, Greeley,Colorado, based in turn upon the tract indices of Lawyers Title
Insurance of Greeley, Colorado, covering the SW/4SE/4 of Section 26 (Tract X) for the
period of time from June 8,2006 at 7:45 a.m.to December 5,2008 at 7:45 a.m. In addition,
Crews&Zeren provided copies of the pertinent documents covered by these title chains as
highlighted in the title chains themselves.
DIVISION OF PRODUCTION FROM THE BARNEY NO. 8 WELL, BEFORE
RECOVERY OF THE 200% NON-CONSENT PENALTY FOR NON-CONSENTING
INTERESTS,LOCATED ON THE SUBJECT LANDS,FROM THE SURFACE TO THE
BASE OF THE CODELL FORMATION, AS OF DECEMBER 5, 2008 AT 7:45 A.M.,
ASSUMING THE TITLE COMMENTS CONTAINED HEREIN ARE SATISFIED:
Adbar Farm Limited Partnership
I: 0.20 x 33.71/160 0.04213750 LOR
Adbar Farm, I.I.I.P
II: 0.20 x 1/160 0.00125000 LOR
Ernest Andrade and JoAnne M. Andrade,
as joint tenants
III: 0.20 x 1/160 0.00125000 LOR
Nauman Lake Reservoir Company
IV: 0.1975 x 4.29/160 0.00529547 LOR
Carroll W. Frenzel and Barbara N. Frenzel,
Trustees under the Frenzel Living Trust
dated August 11, 2008
V: 0.0625 x 37.893/160 0.01480195 LOR
Daniel Buxman and Mildred L. Buxman,
as joint tenants
V: 0.0625 x 37.893/160 0.01480195 LOR
Susan R. Albert
VI: 0.125 x 1.072/160 0.00083750 LOR
Errol L.Fisher and Jerre Lee Fisher,
as joint tenants
VII: 0.125 x 1.035/160 0.00080859 LOR
Carolyn A. Putterman
VIII: 0.125 x 39.911/160 0.03118047 LOR
Foundation Energy Management,LLC Page I
August 18, 2009
Weld County, Colorado
IX: 0.125 x 0.089/160 0.00006953 LOR
Ogilvy Irrigating and Land Company
X: 0.0458625 x 40/160 0.01146563 LOR
Ruth E. Eldridge and Susan K. Harris, as
Joint Tenants 0.00830039 LOR
X: 0.03320156 x 40/160
Harvey P. Eldridge, Jr.
X: 0.03320156 x 40/160 0.00830039 LOR
Jack D. Eldridge
X: 0.03320156 x 40/160 0.00830039 LOR
The New Cache La Poudre Irrigating
Company
X: 0.001875 x 40/160 0.00046875 LOR
Stacey E. Ditter and Kerri Ann Ditter, as
Joint Tenants
X: 0.00164532 x 40/160 0.00041133 LOR
C. Bradley Keirnes
X: 0.0010125 x 40/160 0.00025313 LOR
Georgia Held
I: 0.00125 x 33.71/160
II: 0.00125 x 1/160
III: 0.00125 x 1/160 0.00027899 ORI
Barbara J. Riekers
I: 0.00125 x 33.71/160
11: 0.00125 x 1/160
III: 0.00125 x 1/160 0.00027899 ORI
Foundation Energy Management, LLC Page 12
August 18, 2009
H.L. Willett
V: 0.11 x 37.893/160
VI: 0.11 x 1.072/160
VII: 0.11 x 1.035/160
VIII: 0.055 x 39.911/160
X: 0.00546875 x 40/160 0.04258659 ORI
PBD 1986 Royalty
V: 0.001875 x 37.893/160
VI: 0.001875 x 1.072/160
VII: 0.001875 x 1.035/160
VIII: 0.00164063x 39.911/160
X: 0.00048828 x 40/160 0.00100006 ORI
Jennifer E. Foy
V: 0.001875 x 37.893/160
VI: 0.001875 x L072/160
VII: 0.001875 x 1.035/160
X: 0.00048828 x 40/160 0.00059082 ORI
George Aubrey
V: 0.001875 x 37.893/160
VI: 0.001875 x 1.072/160
VII: 0.001875 x 1.035/160
VIII: 0.00164063x 39.911/160
X: 0.00048828 x 40/160 0.00100006 ORI
Noble Energy, Inc.
V: 0.0009375 x 37.893/160
VI: 0.0009375 x 1.072/160
VII: 0.0009375 x 1.035/160
VIII: 0.05582031 x 39.911/160
X: 0.00833953 x 40/160 0.01624328 ORI
Michael J. Foy
VIII: 0.00164063 x 39.911/160 0.00040925 ORI
Kerry L. Phelps
VIII: 0.00046875 x 39.911/160 0.00011693 ORI
David L. Gerry
VIII: 0.00041666 x 39.911/160 0.00010393 ORI
Foundation Energy Management, LLC Page 13
August 18, 2009
Robert Ronald Rivers
VIII: 0.00041666 x 39.911/160 0.00010393 ORI
Dennis R. Campbell
VIII: 0.00041666 x 39.911/160 0.00010393 OR!
TARH E&P Holdings, L.P.
X: 0.01194420 x 40/160 0.00298605 ORI
Harvey P. Eldridge,Jr.
X: 0.011250 x 40/160 0.00281250 ORI
Ruth E. Eldridge and Susan K. Harris, as
Joint Tenants
X: 0.011250 x 40/160 0.00281250 ORI
Alan B. Nicol
X: 0.00048828 x 40/160 0.00012207 ORI
Robert R. Smith
X: 0.00024414 x 40/160 0.00006103 ORI
Robert W. Lewis
X: 0.00024414 x 40/160 0.00006104 ORI
Robert W. Richardson
X: 0.00018991 x 40/160 0.00004748 ORI
Lynda C. Whipple
X: 0.00018991 x 40/160 0.00004748 ORI
Anthony W. Sharp
X: 0.00018988 x 40/160 0.00004747 ORI
Scott Kramer
X: 0.00018988 x 40/160 0.00004747 ORI
Ed Grubb
X: 0.00018988 x 40/160 0.00004747 OR!
Paul McRil1
X: 0.00018988 x 40/160 0.00004747 ORI
Foundation Energy Management,LLC Page 14
August 18, 2009
George W. Aubrey
X: 0.00018988 x 40/160 0.00004747 ORI
Alexander Energy, a Nevada Partnership
X: 0.00010036 x 40/160 0.00002509 ORI
James W. Alexander,Trustee of the James
W. Alexander Living Trust
X: 0.00002029 x 40/160 0.00000507 ORI
Foundation Energy Fund I, LLC
1: 0.7975 x 33.71/160
II: 0.7975 x 1/160
III: 0.7975 x 1/160
IV: 0.8025 x 4.29/160
Force Pooled Interests:
VIII(Mercer): 0.0075 x 39.911/160
VIII(Glenco): 0.001875 x 39.911/160
X (TARH): 0.5148 x 40/160
X (Alex. Energy): 0.00432544 x 40/160
X (Alex. Trust): 0.00087455 x 40/160 0.3318476 WI
Noble Energy, Inc.
V: 0.7584375 x 37.893/160
VI: 0.7584375 x 1.072/160
VII: 0.7584375 x 1.035/160
VIII: 0.73878907 x 39.911/160
IX: 0.875 x 0.089/160
X: 0.2457 x 40/160 0.43580741 WI
Mike Pietrafeso
VIII: 0.0075 x 39.911/160 0.00187083 WI
PBD Enterprises 85A Properties
VIII: 0.001875 x 39.911/160 0.00046771 WI
BHP Petroleum Americas Inc.
X: 0.03215624 x 40/160 0.00803906 WI
Total: 1.00000000
Foundation Energy Management, LLC Page 15
August 18, 2009
DIVISION OF PRODUCTION FROM THE BARNEY NO. 8 WELL,AFTER RECOVERY
OF THE 200% NON-CONSENT PENALTY FOR NON-CONSENTING INTERESTS,
LOCATED ON THE SUBJECT LANDS,FROM THE SURFACE TO THE BASE OF THE
CODFT.1.FORMATION,AS OF DECEMBER 5, 2008 AT 7:45 A.M., ASSUMING THE
TITLE COMMENTS CONTAINED HEREIN ARE SATISFIED:
Adbar Farm Limited Partnership
I: 0.20 x 33.71/160 0.04213750 LOR
Adbar Farm,LI.T.P
II: 0.20 x 1/160 0.00125000 LOR
Ernest Andrade and JoAnne M. Andrade,
as joint tenants
III: 0.20 x 1/160 0.00125000 LOR
Nauman Lake Reservoir Company
IV: 0.1975 x 4.29/160 0.00529547 LOR
Carroll W. Frenzel and Barbara N. Frenzel,
Trustees under the Frenzel Living Trust
dated August 11, 2008
V: 0.0625 x 37.893/160 0.01480195 LOR
Daniel Buxman and Mildred L. Buxman,
as joint tenants
V: 0.0625 x 37.893/160 0.01480195 LOR
Susan R. Albert
VI: 0.125 x 1.072/160 0.00083750 LOR
Errol L. Fisher and Jerre Lee Fisher,
as joint tenants
VII: 0.125 x 1.035/160 0.00080859 LOR
Carolyn A. Putterman
VTTT: 0.125 x 39.911/160 0.03118047 LOR
Weld County, Colorado
1X: 0.125 x 0.089/160 0.00006953 LOR
Ogilvy Irrigating and Land Company
X: 0.0458625 x 40/160 0.01146563 LOR
Foundation Energy Management, LLC Page 16
August 18, 2009
Ruth E. Eldridge and Susan K. Harris, as
Joint Tenants 0.00830039 LOR
X: 0.03320156 x 40/160
Harvey P. Eldridge,Jr.
X: 0.03320156 x 40/160 0.00830039 LOR
Jack D. Eldridge
X: 0.03320156 x 40/160 0.00830039 LOR
The New Cache La Poudre Irrigating
Company
X: 0.001875 x 40/160 0.00046875 LOR
Stacey E. Ditter and Kerri Ann Ditter, as
Joint Tenants
X: 0.00164532 x 40/160 0.00041133 LOR
C. Bradley Keirnes
X: 0.0010125 x 40/160 0.00025313 LOR
Georgia Held
I: 0.00125 x 33.71/160
IT: 0.00125 x 1/160
III: 0.00125 x 1/160 0.00027899 ORI
Barbara J. Riekers
I: 0.00125 x 33.71/160
II: 0.00125 x 1/160
III: 0.00125 x 1/160 0.00027899 ORI
H.L. Willett
V: 0.11 x 37.893/160
VI: 0.11 x 1.072/160
VII: 0.11 x 1.035/160
VIII: 0.055 x 39.911/160
X: 0.00546875 x 40/160 0.04258659 ORI
Foundation Energy Management,LLC Page 17
August 18, 2009
PBD 1986 Royalty
V: 0.001875 x 37.893/160
VI: 0.001875 x 1.072/160
VII: 0.001875 x 1.035/160
VIII: 0.00164063x 39.911/160
X: 0.00048828 x 40/160 0.00100006 ORI
Jennifer E. Foy
V: 0.001875 x 37.893/160
VI: 0.001875 x 1.072/160
VII: 0.001875 x 1.035/160
X: 0.00048828 x 40/160 0.00059082 ORI
George Aubrey
V: 0.001875 x 37.893/160
VI: 0.001875 x 1.072/160
VII: 0.001875 x 1.035/160
VIII: 0.00164063x 39.911/160
X: 0.00048828 x 40/160 0.00100006 ORI
Noble Energy, Inc.
V: 0.0009375 x 37.893/160
VI: 0.0009375 x 1.072/160
VII: 0.0009375 x 1.035/160
VIII: 0.05582031 x 39.911/160
X: 0.00833953x40/160 0.01624328 ORI
Michael J. Foy
VIII: 0.00164063 x 39.911/160 0.00040925 ORI
Kerry L. Phelps
VIII: 0.00046875 x 39.911/160 0.00011693 ORI
David L. Gerry
VIII: 0.00041666 x 39.911/160 0.00010393 ORI
Robert Ronald Rivers
VIII: 0.00041666 x 39.911/160 0.00010393 ORI
Dennis R. Campbell
VIII: 0.00041666 x 39.911/160 0.00010393 ORI
Foundation Energy Management,LLC Page 18
August 18, 2009
TARH E&P Holdings,L.P.
X: 0.01194420 x 40/160 0.00298605 ORI
Harvey P. Eldridge, Jr.
X: 0.011250 x 40/160 0.00281250 ORI
Ruth E. Eldridge and Susan K. Harris, as
Joint Tenants
X: 0.011250 x 40/160 0.00281250 ORI
Alan B. Nicol
X: 0.00048828 x 40/160 0.00012207 ORE
Robert R. Smith
X: 0.00024414 x 40/160 0.00006103 ORI
Robert W. Lewis
X: 0.00024414 x 40/160 0.00006104 ORI
Robert W. Richardson
X: 0.00018991 x 40/160 0.00004748 ORI
Lynda C. Whipple
X: 0.00018991 x 40/160 0.00004748 ORI
Anthony W. Sharp
X: 0.00018988 x 40/160 0.00004747 ORI
Scott Kramer
X: 0.00018988 x 40/160 0.00004747 ORI
Ed Grubb
X: 0.00018988 x 40/160 0.00004747 ORI
Paul McRill
X: 0.00018988 x 40/160 0.00004747 ORI
George W. Aubrey
X: 0.00018988 x 40/160 0.00004747 ORE
Alexander Energy, a Nevada Partnership
X: 0.00010036 x 40/160 0.00002509 ORI
Foundation Energy Management,LLC Page 19
August 18, 2009
James W. Alexander,Trustee of the James
W. Alexander Living Trust
X: 0.00002029 x 40/160 0.00000507 ORI
Foundation Energy Fund I, LLC
I: 0.7975 x 33.71/160
II: 0.7975 x 1/160
III: 0.7975 x 1/160
IV: 0.8025 x 4.29/160 0.19950906 WI
Noble Energy, Inc.
V: 0.7584375 x 37.893/160
VI: 0.7584375 x 1.072/160
VII: 0.7584375 x 1.035/160
VIII: 0.73878907 x 39.911/160
IX: 0.875 x 0.089/160
X: 0.2457 x 40/]60 0.43580741 WI
Mercer 1985B Managed Oil and Gas
Program
VIII: 0.0075 x 39.911/160 0.00187083 WI
Mike Pietrafeso
VIII: 0.0075 x 39.911/160 0.00187083 WI
PBD Enterprises 85A Properties
VIII: 0.001875 x 39.911/160 0.00046771 WI
Glenco Energy Investments
VIII: 0.001875 x 39.911/160 0.00046771 WI
TARH E&P Holdings,L.P.
X: 0.5148 x 40/160 0.12870000 WI
BHP Petroleum Americas Inc.
X: 0.03215624 x 40/160 0.00803906 WI
Alexander Energy, a Nevada Partnership
X: 0.00432544 x 40/160 0.00108136 WI
Foundation Energy Management,LLC Page 20
August 18, 2009
James W. Alexander, Trustee of the James
W. Alexander Living Trust
X: 0.00087455 x 40/160 0.00021864 WI
Total: 1.00000000
OWNERSHIP
TRACT I
Surface and All Minerals
Adbar Farm Limited Partnership All'
'See Title Comment and Requirement No. 7.
Oil and Gas Leasehold
Landowner's Royalty Interest(20.00000%) Lease No.
Adbar Farm Limited Partnership 20.00000%' 1
'See Title Comment and Requirement No. 7.
Overriding Royalty Interest(0.25000%) Lease No.
Georgia Held 0.12500% 1
Barbara J. Rickers 0.12500% 1
Working Interest (79.75%NRI) Lease No.
Foundation Energy Fund 1, LLC All' 1
'See Title Comment and Requirement No. 4.
TRACT II
Surface
Kevin W. Miller All
Oil,Gas and Other Minerals
Adbar Farm, LLLP All
Foundation Energy Management,LLC Page 21
August 18, 2009
Oil and Gas Leasehold
Landowner's Royalty Interest (20%) Lease No.
Adbar Farm, I J,I P 20.00000% 2
Overriding Royalty Interest(0.25000%) Lease No.
Georgia Held 0.12500% 2
Barbara J. Riekers 0.12500% 2
Working Interest(79.75% NRI) Lease No.
Foundation Energy Fund I, LLC All1 2
'See Title Comment and Requirement No. 4.
TRACT III
Surface and All Minerals
Ernest Andrade and JoAnne M.
Andrade, as joint tenants All1
'See Title Comment and Requirement No. 7.
Oil and Gas Leasehold
Landowner's Royalty Interest (20.00000%) Lease No.
Ernest Andrade and JoAnne M.
Andrade, as joint tenants 20.00000%1 1
'See Title Comment and Requirement No. 7.
Overriding Royalty Interest(0.25000%) Lease No.
Georgia Held 0.12500% 1
Barbara J. Riekers 0.12500% 1
Foundation Energy Management, LLC Page 22
August 18, 2009
Working Interest (79.75%NRI) Lease No.
Foundation Energy Fund I, LLC All1 1
1See Title Comment and Requirement No. 4.
TRACT IV
Surface and All Minerals
Nauman Lake Reservoir Company All
Oil and Gas Leasehold
Landowner's Royalty Interest (19.75000%) Lease No.
Nauman Lake Reservoir Company 19.75000% 3
Overriding Royalty Interest
None of record.
Working Interest (80.25%NRI) Lease No.
Foundation Energy Fund I,LLC A111 3
'See Title Comment and Requirement No. 4.
TRACT V
Surface
Carroll W.Frenzel and Barbara N. Frenzel,
Trustees under the Frenzel Living Trust
dated August 11, 2008 All
Oil,Gas and Other Minerals
Carroll W.Frenzel and Barbara N. Frenzel,
Trustees under the Frenzel Living Trust
dated August 11, 2008 50.00000%
Daniel Buxrnan and Mildred L. Buxman,
as joint tenants 50.00000%
Foundation Energy Management, LLC Page 23
August 18, 2009
Oil and Gas Leasehold
Landowner's Royalty Interest(12.50000%) Lease No.
Carroll W. Frenzel and Barbara N. 4
Frenzel,Trustees under the Frenzel
Living Trust dated August 11, 2008 6.25000%
Daniel Buxman and Mildred L. Buxman, 4
as joint tenants 6.25000%
Overriding Royalty Interest
From the surface to the base of the Codell formation (11.65625%) Lease No.
H.L. Willett 11.00000% 4
Noble Energy, Inc. 0.09375% 4
Jennifer E. Foy 0.18750% 4
PBD 1986 Royalty 0.18750%1 4
George Aubrey 0.18750% 4
'See Title Comment and Requirement No. 6.
Below the base of the Codell formation
None of record.
Working Interest
Surface to the base of the Codell formation (75.84375% NRI) Lease No.
Noble Energy, Inc. All 4
Below the base of the Codell formation Lease No.
H.L. Willett All 4
Foundation Energy Management, LLC Page 24
August 18, 2009
TRACT VI
Surface and All Minerals
Susan R. Albert All
Oil and Gas Leasehold
Landowner's Royalty Interest(12.50000%) Lease No.
Susan R. Albert 12.50000% 4
Overriding Royalty Interest
From the surface to the base of the Codell formation (11.65625%) Lease No.
H.L. Willett 11.00000% 4
Noble Energy, Inc. 0.09375% 4
Jennifer E. Foy 0.18750% 4
PBD 1986 Royalty 0.18750%' 4
George Aubrey 0.18750% 4
'See Title Comment and Requirement No. 6.
Below the base of the Codell formation
None of record.
Working Interest
Surface to the base of the Codell formation (75.84375%NRI) Lease No.
Noble Energy, Inc. All 4
Below the base of the Codell formation Lease No.
H.L. Willett All 4
Foundation Energy Management, LLC Page 25
August 18, 2009
TRACT VII
Surface and All Minerals
Errol L.Fisher and Jerre Lee Fisher,
as joint tenants All
Oil and Gas Leasehold
Landowner's Royalty Interest(12.50000%) Lease No.
Errol L. Fisher and Jerre Lee Fisher, 4
as joint tenants 12.50000%
Overriding Royalty Interest
From the surface to the base of the Codell formation (11.65625%) Lease No.
H.L. Willett 11.00000% 4
Noble Energy,Inc. 0.09375% 4
Jennifer E.Foy 0.18750% 4
PBD 1986 Royalty 0.18750%' 4
George Aubrey 0.18750% 4
1See Title Comment and Requirement No. 6.
Below the base of the Codell formation
None of record.
Working Interest
Surface to the base of the Codell formation (75.84375% NRI) Lease No.
Noble Energy, Inc. All 4
Below the base of the Codell formation Lease No.
H.L. Willett All 4
Foundation Energy Management, LLC Page 26
August 18, 2009
TRACT VIII
Surface and All Minerals
Carolyn A. Putterman All
Oil and Gas Leasehold
Landowner's Royalty Interest(12.50000%) Lease No.
Carolyn A. Putterman 12.500000% 5
Overriding Royalty Interest
Surface to the base of the Codell formation (11.746093%) Lease No.
H.L. Willett 5.500000% 5
Noble Energy,Inc. 5.582031% 5
Michael J. Foy 0.164063% 5
PBD 1986 Royalty 0.164063%' 5
George Aubrey 0.164063% 5
Kerry L. Phelps 0.046875%2 5
David L. Gerry 0.041666%2 5
Robert Ronald Rivers 0.041666%2 5
Dennis R. Campbell 0.041666%2 5
'See Title Comment and Requirement No. 6.
2A burden on the working interest of Noble Energy, Inc. only.
Below the base of the Codell formation
None of record.
Foundation Energy Management,LLC Page 27
August 18, 2009
Working Interest
Surface to the base of the Codell formation (75.753907%NRI) Lease No.
Mercer 1985B Managed Oil and Gas 1.000000% 5
Program (0.750000% NRI)
Mike Pietrafeso 1.000000% 5
(0.750000% NRI)
PBD Enterprises 85A Properties 0.250000% 5
(0.187500% NRI)
Glenco Energy Investments 0.250000% 5
(0.187500% NRI)
Noble Energy, Inc. 97.500000%1 5
(73.878907%NRI)
'As to 12.5% of Noble's working interest, it is burdened only by the landowner's royalty
interest and the overriding royalty interests of H.L. Willett, Noble Energy, Inc., Kerry L.
Phelps, David L. Gerry, Robert Ronald Rivers and Dennis R. Campbell.
Below the base of the Codell formation Lease No.
H.L. Willett All 5
TRACT IX
Surface and All Minerals
Weld County, Colorado All
Oil and Gas Leasehold
Landowner's Royalty Interest (12.500000%) Lease No.
Weld County, Colorado 12.500000% 6
Overriding Royalty Interest
None of record.
Foundation Energy Management, LLC Page 28
August 18, 2009
Working Interest(87.500000% NRI) Lease No.
Noble Energy,Inc. All 6
TRACT X
Surface and All Minerals
C.B. Keirnes Land Company,LLC All
Oil and Gas Leasehold(only as to depths from the surface to the 100 feet below the
base of the Code11 Formation)
Landowner's Royalty Interest (15.000000%) Lease No.
Ruth E. Eldridge and Susan K. Harris 5.000000% 8
Harvey P. Eldridge, Jr. 5.000000% 8
Jack D. Eldridge 5.000000% 8
Overriding Royally Interest (3.333332%) Lease No.
Harvey P. Eldridge, Jr. 1.666666% 8
Ruth E. Eldridge and Susan K. Harris, 1.666666% 8
as Joint Tenants
Working Interest (81.666668% NRI) Lease No.
TARH E&P Holdings,L.P. 99.000000% 8
(80.850000% NRI)
Alexander Energy,
a Nevada Partnership 0.831818% 8
(0.679319% NRI)
James W. Alexander,Trustee of the 0.168182% 8
James W. Alexander Living Trust (0.137349% NRI)
TAXES
The current status of taxes due on the subject Lands was not included in the materials
examined.
Foundation Energy Management, LLC Page 29
August 18, 2009
EASEMENTS AND RIGHTS-OF-WAY REVEALED IN THE MATERIALS EXAMINED:
1. By Instrument dated June 24, 1983,recorded June 30, 1983 in Book 1000 at
Reception No. 1932015 of the county records,James G.Barney and Betty Jo Barney granted
to Bellweather Exploration Company, a right-of-way for pipeline purposes across the
SE/4SW/4 of Section 23. The particular location of the right-of-way is not set out in the
instrument of conveyance, but it is said to be 50 feet wide during construction and 20 feet
wide as a permanent right-of-way.
2. By Instrument dated July 11, 1985,recorded August 6, 1985 in Book 1079 at
Reception No.2019686 of the county records,James Barney granted to Colorado Gathering
and Processing Corporation,a right-of-way across the north 30 feet of the south 60 feet of the
SE/4SW/4 of Section 23, for pipeline purposes.
3. By Instrument dated March 5, 1992,recorded April 8, 1992 in Book 1331 at
Reception No. 2283686 of the county records, Adbar Farms granted to Greeley Gas
Company, a right-of-way across the subject Lands for the purpose of construction,
maintenance and operation of a natural gas pipeline. The right-of-way is 10 feet in width,the
centerline of which is described as follows:
Commencing at the Southeast Corner of the West half of Section 23,
Township 6 North, Range 66 West of the 6th Principal Meridian, Weld
County,Colorado,and considering the East line of said West half of Section
23 to bear North 00°20'50" East with all bearings herein relative thereto;
thence North 00°20'50" East, 857.47 feet; thence North 89°39'10" West,
551.40 feet to the True Point of Beginning; thence South 26°25'48" East,
337.56 feet;thence along the arc of a curve to the right having a central angle
of 36°04'35", a radius of 527.04 feet, and a long chord that bears South
04°12'50" East, 326.40 feet; thence South 13°49'27" West, 166.34 feet;
thence South 01°42'07" West, 66.1 feet more or less to the point of
termination on the South line of said West half of Section 23 being 413.7 feet
West of the Southeast Corner of said West half of Section 23.
4. By Instrument dated April 8, 1983, recorded April 13, 1983 in Book 993 at
Reception No. 1923408 of the county records,Daniel Buxman and Mildred Buxman granted
to Bellweather Exploration Company,a right-of-way across the E/2NW/4 Section 26 for the
purpose of construction,maintenance and operation of a petroleum pipeline. The right-of-
way is 50 feet in width for construction, and 20 feet after construction, and the particular
location is not set out in the instrument of conveyance. The same is presently owned of
record by ANGC Corporation.
5. By Easement dated December 27, 1982,recorded in Book 995 at Reception
No. 1926089 of the Weld County records,Walter E. Jones granted to Northern Natural Gas
Foundation Energy Management,LLC Page 30
August 18, 2009
Company,a division of InterNorth,Inc.,an easement for pipelines and appurtenances thereto
across the W/2NE/4 of Section 26,Township 6 North,Range 66 West,6th P.M.,on a strip of
land 50 feet wide along the south property line;the grantor is entitled to natural gas service
from a single tap. This easement is currently owned of record by KN Gas Gathering, Inc.
6. By Pipeline Right-of-Way Grant and Valve Site dated December 22,2005 and
recorded March 29,2005 at Reception No. 3374191 of the Weld County records,Carolyn A.
Putterman granted to Duke Energy Field Services, LP an easement 30 feet in width for an
oil/gas pipeline and appurtenances thereto, across the W/2NE/4 of Section 26,Township 6
North,Range 66 West,6th P.M.,the location of said pipeline being more particularly shown
on a map attached to said Right-of-Way Grant as Exhibit "A."
7. Pipeline Right-of-Way Agreement, dated July 6, 1983, recorded at Book
1001,Frame 1879,Reception No. 1933245,between Monfort of Colorado,Inc.,as Grantor,
and Bellwether Exploration Company, as Grantee,20' wide in the SW/4SE/4 of Section 23,
Township 6 North, Range 66 West, 6th P.M. downstream of the Eldridge No. 1 Well.
8. Pipeline Right-of-Way Grant, dated September 15, 1983, recorded at Book
1008, Frame 760, Reception No. 1941183, between Jack Eldridge, Attorney in Fact for
Harvey P. Eldridge and Bessie Eldridge, and Monfort of Colorado, Inc., as Grantors, and
Associated Natural Gas, Inc., as Grantee, for the construction, maintenance, repair,
replacement, and removal of pipelines over, under, through, and across the NE/4NE/4,
N/2SE/4NE/4, part of W/2SE/4 of Section 23,Township 6 North,Range 66 West, 6th P.M.
The right-of-way was assigned to Natural Gas Associates.
9. Right-of-Way Easements and Licenses,dated November 15, 1983,recorded at
Book 1014,Frame 2352,Reception No. 1949148,between New Cache La Poudre Irrigating
Company, as Grantor, and Natural Gas Associates, as Grantee, for the construction,
maintenance, repair, replacement, and removal of a natural gas pipeline under the canal in
Tract X herein.
10. Right-of-Way Grant, dated September 16, 1985, recorded at Book 1086,
Frame 328, Reception No.2026682,between Bessie L. Eldridge,as Grantor, and Colorado
Gathering and Processing,as Grantee,for the construction,maintenance,repair,replacement,
and removal of a natural gas underground pipeline over,under,through,and across a portion
of the W/2SE/4 of Section 23,Township 6 North, Range 66 West, 6th P.M.
11. Pipeline Right-of-Way Grant, dated May 16, 1986, recorded at Book 1114,
Frame 1547, Reception No. 205.5519, between Monfort of Colorado, Inc., as Grantor, and
Natural Gas Associates, as Grantee, W' wide, for the construction, maintenance, repair,
replacement, and removal of pipelines along the side of the Ogilvey ditch in the NE/4NE/4,
N/2SE/4NE/4,part of W/2SE/4 of Section 23,Township 6 North,Range 66 West, 6th P.M.
Foundation Energy Management, LLC Page 31
August 18, 2009
12. Access and Pipeline Right-of-Way Agreement,dated June 30, 1986,recorded
at Book 1124, Frame 1256, Reception No. 2065666, between Bessie Eldridge, as Grantor,
and Bracewell Development Corporation, as Grantee, for the construction, maintenance,
repair,replacement,and removal of pipelines over,under,through,and across the W/2E/2 of
Section 23,Township 6 North,Range 66 West,6th P.M., along with access along the right-
of-way to the Alles 1-23 and Alles 2-23 common tank battery.
13. Easement dated May 19,2005,recorded at Reception No.3287280,between
Alta,LLC, as Grantor,and C.B. Kiernes Land Company,LLC,for the purpose of access to
Tract X herein,across the East 60'and West 60'of Lots A and B of Recorded Exemption No.
0805-23-1-RE 3868. This Easement was amended by Amendment of Easement dated
October 17, 2006 and recorded October 18, 2006 at Reception No. 3428376 whereby the
parties agreed that Lot C of Amended and Recorded Exemption No.0080-52-4 Am Re-3868
was additionally burdened by the access easement to Tract X, across its East 60' and West
60'.
14. Right-of-Way and Easement,dated May 31,2005,recorded at Reception No.
3332335, between C.B. Keimes Land Company, LLC, as Grantor, and Atmos Energy
Corporation,as Grantee,for the construction,maintenance,repair,replacement,and removal
of pipelines over, under, through, and across the West 10' of Tract X herein.
LIENS AND ENCUMBRANCES AFFECTING THE OIL AND GAS LEASEHOLD
ESTATE
1. Deed of Trust dated December 15,2004,recorded at Reception No.3247614,
between C.B. Keirnes Land Company, LLC, as Grantor, and the Public Trustee for the
benefit of New West Bank,to secure the repayment of$6.35 million on or before December
20,2009. The interest of Grantor,including royalty payments, in and to Tract X,is among
the securing property.
2. Deed of Trust, Fixture Filing, Assignment of As-Extracted Collateral,
Security Agreement and Financing Statement dated November 9, 2005, to be effective
November 15, 2005, recorded at Reception No. 3342377, between TARH E&P Holdings,
L.P., as Mortgagor,and the Public Trustee for the benefit of Paribas North America,Inc.,as
Collateral Agent, to secure repayment of promissory noted and a Credit Agreement in the
principal amount of$90 million,due on or before November 15,2008. Leases Nos.7,8 and
9 were among the securing properties.
3. Second Lien Deed of Trust, Fixture Filing, Assignment of As-Extracted
Collateral, Security Agreement and Financing Statement, dated November 9, 2005, to be
effective November 15, 2005, recorded at Reception No. 3342378, between TARH E&P
Holdings, L.P., as Mortgagor, and the Public Trustee for the benefit of Paribas North
America, Inc., as Collateral Agent, to secure the repayment of a Credit Agreement and
Foundation Energy Management, LLC Page 32
August 18, 2009
certain promissory notes in the aggregate principal amount of$55 million due on or before
November 15,2010. This instrument was junior to that Mortgage identified at Paragraph No.
2, above.
4. Mortgage, Assignment of Production and Security Agreement, dated
November 22, 2005, recorded at Reception No. 3348521, between Alexander Energy, as
Mortgagor, and Comerica Bank, as Mortgagee, to secure the repayment of a note dated
November 22, 2005 in the principal amount of$5 million due on or before November 22,
2008. Leases Nos. 7, 8 and 9 were among the securing properties.
5. Mortgage, Assignment of Production and Security Agreement, dated
November 22, 2005, recorded at Reception No. 3348522, between James W. Alexander
Living Trust, as Mortgagor, and Comerica Bank, as Mortgagee,to secure the repayment of
note dated November 22, 2005 between Alexander Energy and Comerica Bank in the
principal amount of$5 million, and due on or before November 22,2008. Leases Nos.7, 8
and 9 were among the securing properties.
6. The interest of Foundation Energy Fund 1,LLC in and to Tracts I, II, III and
IV is subject to that certain Deed of Trust and Security Agreement dated effective August 30,
2006, recorded September 6, 2006 at Reception No. 3417471 of the county records. This
instrument is to the Public Trustee for the benefit of Amega Bank N.A.,to secure a principal
indebtedness of$50,000,000.00.
7. Mortgage, Fixture Filing, Assignment of As-Extracted Collateral, Security
Agreement and Financing Statement,dated June 28,2007,dated effective June 29,2007 and
recorded July 30, 2007 at Reception No. 3493511, from TARH E&P Holdings, L.P., as
Mortgagor, to Paribas North America,Inc., as Collateral Agent, covering Leases Nos. 7, 8
and 9,and other lands,to secure the repayment of a First Lien Term Loan Agreement in the
aggregate principal amount of$160 million due on or before June 29, 2012.
OIL AND GAS LEASES
Lease No. 1
Lessors: James G. Barney and Betty Jo Barney,an undivided
one-half interest, and Jeffrey B. Carlson and
Nancy J. Carlson, an undivided one-half interest
Lessee: Cache Resources, Inc.
Date: June 23, 1982
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Description: Township 6 North, Range 66 West, 6th P.M.
Section 23: E/2SW/4, except conveyance by
Correction Deed recorded in Book
826, page 50 [Tract II]
containing 75.10 acres, more or less
Term: One year and so long thereafter
Royalty: 20%
Delay Rentals: None; this is a paid-up lease.
Lease Form: Producers 88-Paid Up Rev. 5-60,No. 2
Lesser Interest
Clause: Yes
Entireties Clause: No
Shut-In Gas
Royalty Clause: Yes;providing payment in the sum of$1.00 per year
per net royalty acre.
Pooling or
Unitization Clause: Yes; broad form.
Special Provisions: The lease contains a provision granting lessor the
right to 300,000 cubic feet of gas annually free of
charge from any gas well on the leased premises.
Recording Data: Recorded July 2, 1982 in Book 971 at Reception No.
1896385 of the county records.
Lease No. 2
Lessor: James G. Barney and Betty Jo Barney, his wife
Lessee: Cache Resources, Inc.
Date: June 23, 1982
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Description: Township 6 North, Range 66 West, 6th P.M.
Section 23: A tract of land located in the
SE/4SW/4, being further
described as follows:
Commencing at the S/4 Corner of said Section
23, and considering the East line of the SW/4
of said Section 23 to bear North 00°20'50"
East, with all bearings herein being relative
thereto: thence North 00°20'50"East, along
the East Line of the SW/4 of said Section 23,
a distance of 1104.47 feet; thence North
89°39'10"West,607.80 feet to the True Point
of Beginning; thence South 11°21'49" East,
206.94 feet; thence South 23°54'52" East,
48.67 feet; thence North 89°39'10" West,
212.00 feet; thence North 00°20'50" East,
247.00 feet; thence South 89°39'10" East,
150.00 feet to the True Point of Beginning.
containing 1.00 acres, more or less
Term: One year and so long thereafter
Royalty: 20%
Delay Rentals: None; this is a paid-up lease.
Lease Form: Producers 88-Paid Up Rev. 5-60, No. 2
Lesser Interest
Clause: Yes
Entireties Clause: No
Shut-In Gas
Royalty Clause: Yes;providing payment in the sum of$1.00 per year
per net royalty acre.
Pooling or
Unitization Clause: Yes; broad form.
Special Provisions: The lease contains a provision granting lessor the
right to 300,000 cubic feet of gas annually free of
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August 18, 2009
charge from any gas well on the leased premises.
Recording Data: Recorded November 5, 1982 in Book 981 at
Reception No. 1908299 of the county records.
Lease No. 3
Lessor: Nauman Lake Reservoir Co.
Lessee: Cache Resources, Inc.
Date: September 15, 1982
Description: Township 6 North, Range 66 West
Section 23: A parcel of land described as
follows:
Beginning at a point on the West one
quarter one quarter line of Section 23;
whence the one quarter one quarter corner
on the South line of said section bears due
South 277.5 feet; thence as follows around
high-water line of said reservoir North
22°37' East,484.9 feet; thence North 2°29'
West, 1038.4 feet; thence North 57°16'
West, 164.7 feet to '/4 1/4 line; thence due
South along said 1/4 '/4 line 1573.7 feet to
place of beginning.
containing 5.01 acres, more or less
Term: One year and so long thereafter
Royalty: 19.75%
Delay Rentals: None; this is a paid-up lease.
Lease Form: Producers 88-Paid-up Rev 5-60, No. 2
Lesser Interest
Clause: Yes
Entireties Clause: No
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Shat-In Gas
Royalty Clause: Yes;providing payment in the sum of$1.00 per year
per net royalty acre.
Pooling or
Unitization Clause: Yes;broad form.
Special Provisions: The warranty provision has been stricken from the
lease.
Recording Data: Recorded September 20, 1982 in Book 978 at
Reception No. 1904267 of the county records.
Lease No. 4
Lessors: Daniel Buxman and Mildred Buxman,husband and
wife
Lessee: H.L. Willett
Date: June 4, 1979
Description: Township 6 North,Range 66 West
Section 26: E/2NW/4
containing 80.00 acres, more or less
Term: Five years and so long thereafter.
Royalty: 1/8
Delay Rentals: $80.00 per annum
Depository Bank: Greeley National Bank, Greeley, Colorado
Lease Form: Wilkins Printing Form 88-(.Producers) Can, Okla&
Colo 1957 C Rev 1974
Lesser Interest
Clause: Yes
Entireties Clause: No
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August 18, 2009
Shut-In Gas
Royalty Clause: Yes; providing payment in a sum equal to the delay
rentals.
Pooling or
Unitization Clause: Yes; to conform with governmental spacing.
Special Provisions: None.
Recording Data: Recorded August 9, 1979 in Book 878 at Reception
No. 1799572 of the county records.
Lease No. 5
Lessors: Walter E. Jones and Maria Theresa Jones, Trustees
Lessee: H.L. Willett
Date: June 4, 1979
Description: Township 6 North, Range 66 West, 6th P.M.
Section 26: W/2NE/4
containing 80.00 acres, more or less
Term: Five years and as long thereafter.
Royalty: 1/8
Delay Rentals: $80.00 per annum
Depository Bank: Greeley National Bank, Greeley, Colorado
Shut-In Gas
Royalty Clause: Yes,equal to delay rentals.
Lesser Interest
Clause: Yes
Entireties Clause: No
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August 18, 2009
Pooling or
Unitization Clause: Yes
Special Provisions: 1. No drilling operations shall be conducted
between April 1 and October 31 of any year;
2. An assignment of any interest in the lease by
Lessee is not effective until Lessor has been
provided a copy of the assignment.
Lease Foini: Form 88--(Producers)
Kan., Okla. &Colo. 1957
Recording Data: Recorded June 20, 1979 in Book 872 at Reception
No. 1794396 of the Weld County records.
Lease No. 6
Lessors: Weld County, Colorado
Lessee: SOCO Wattenberg Corporation
Date: June 16, 1993
Description: Township 6 North,Range 66 West, 6th P.M.
Section 26: A parcel of land in the NW/4NE/4,
more particularly described as
follows:
Commencing at the North'A Corner of said Section
26 and considering the north line of said NE/4 of
Section 26 to bear South 89°11'06" East with all
bearings contained herein relative thereto; thence
South 89°11'06" East along the north line of said
NE/4 of Section 26, 1,131,76 feet; thence South
00°48'54" West, 30.00 feet to the right-of-way line
of the existing County Road and true point of
beginning; thence South 89°11'06"East along said
right-of-way line 144.34 feet; thence continuing
along said right-of-way line South 17°32'50" East,
144.34 feet; thence along the arc of a curve to the
left whose central angle is 71°38'16" and whose
radius is 200.00 feet and whose long chord hears
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August 18, 2009
North 53°21'58"West, 234.09 feet to the true point
of beginning.
containing 0.089 acres, more or less
Term: Three years and as long thereafter.
Royalty: 1/8
Delay Rentals: None; this is a paid-up lease.
Shut-In Gas Yes, providing payment in the sum of $1 per year
Royalty Clause: per net acre.
Lesser Interest
Clause: Yes
Entireties Clause: No
Pooling or
Unitization Clause: Yes
Special Provisions: 1. An assignment of any interest in the lease by
Lessee is not effective until Lessor has been
provided a copy of the assignment.
2. Lessor does not warrant title to the leased
premises.
3. Lessee shall not conduct any surface
operations upon the premises without the
express written consent of Lessor.
Lease Form: AR2339428
Recording Data: Recorded July 1, 1993 in Book 1390 at Reception
No. 2339428 of the Weld County records.
Lease No. 7
Lessor: Ogilvey Irrigating and Land Company
Lessee: H.L. Willett
Date: July 12, 1982
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August 18, 2009
Description: Township 6 North,Range 66 West, 6th P.M.
Section 23: E/2SE/4, S/2SE/4NE/4 among other
lands
containing 174.5 acres, more or less
Term: Three years
Royalty: 15%
Delay Rentals: $1.00 per acre per year
Shut-In Gas
Royalty Clause: Yes,equal to delay rentals
Entireties Clause: No
Pooling or
Unitization Clause: Yes
Special Provisions: 1. No warranty of title;
2. No surface occupancy within Sonny View
Subdivision First Filing or any other land
East of the inlet to Seeley Lake;
3. Lessee shall not drill or conduct any drilling
or other operation within the high water line
of Seeley Lake;
4. If the leased premises are further subdivided,
Lessee agrees not to conduct any surface
operations on those lands;
5. Lessee assumes full responsibility and
liability for any and all damages and injury
occasioned by any operations under the
lease,including those sustained by Lessor by
reason of damage to Seeley Lake, inlets,
outlets, or dikes appurtenant thereto or used
in connection with the filling or withdrawal
of water therefrom, and Lessee
acknowledges that it will examine all
geological facts prior to conducting any
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August 18, 2009
drilling operations in order to assure that no
damage occurs;
6. Prior to any operations, Lessee shall exhibit
to Lessor such insurance policies or other
information as may be necessary to
demonstrate that Lessee maintains public
liability and property damage insurance in an
amount not less than $3.5 million;
7 No mining will be conducted and no
pipelines may be installed unless connected
to wells on the leased premises or land
pooled therewith.
Lease Form: 88-(Producers), Kan., Okla. & Colo. 1957
Recording Data: Recorded August 23, 1982 in Book 975, Frame
1948, Reception No. 1901479 of the Weld County
records.
Lease No. 8
Lessor: Jack D. Eldridge as power of attorney for Harvey P.
Eldridge and Bessie Eldridge, a.k.a. Bessie L.
Eldridge, husband and wife
Lessee: Elwood Oil Company
Date: December 18, 1982
Description: Township 6 North,Range 66 West, 6th P.M.
Section 23: NE/4NE/4, N/2SE/4NE/4, W/2E/2
except a four acre tract
containing 216 acres, more or less
Term: 6 months
Royalty: 15%
Delay Rentals: None; paid up lease.
Shut-In Gas
Royalty Clause: Yes,$1.00 per year per net royalty acre
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Entireties Clause: No
Pooling or
Unitization Clause: Yes
Special Provisions: None
Lease Form: Producers 88-FMc8, (Gross Rentals) Rev 1961
Recording Data: Recorded January 5, 1983 in Book 985,Frame 2198,
Reception No. 1913545,and re-recorded January 13,
1983 in Book 990, Frame 2130, Reception No.
1916058 of the Weld County records.
Lease No. 9
Lessor: Cache La Poudre Irrigating Company
Lessee: Elwood Oil Company
Date: March 12, 1983
Description: Township 6 North,Range 66 West, 6th P.M.
Section 23: A four acre tract
containing 4 acres, more or less
Term: 6 months
Royalty: 15%
Delay Rentals: None, paid up lease.
Shut-In Gas
Royalty Clause: Yes; $1.00 per year per net royalty acre
Entireties Clause: No
Pooling or
Unitization Clause: Yes
Special Provisions: None
Lease Form: Producers 88-FI\4c8, (Gross Rentals)Rev 1961
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Recording Data: Recorded March 16, 1983 in Book 985,Frame 2198,
Reception No. 1920501 of the Weld County records.
ASSIGNMENTS OF OIL AND GAS LEASES
As to Leases Nos. 1, 2 and 3
1. By Assignment dated January 20, 1983,recorded January 26, 1983 in Book
987 at Reception No. 1915592 of the county records,Cache Resources,Inc.assigned to CRI-
Barney, a Colorado general partnership, all right,title and interest in Leases Nos. 1,2 and 3.
The Assignment reserves an overriding royalty of 1.75% convertible to a 25% working
interest at back-in, as defined therein.
2. By Assignment dated December 31, 1986, recorded December 31, 1986 in
Book 1140 at Reception No.2082834 of the county records,Cache Resources,Inc.assigned
its entire remaining interest in Oil and Gas Lease No. 1 to the following parties in the
following percentages:
Wilbert R. Wiedeman 20%
John C. Dollarhide 20%
Thomas R. Scheirman 20%
Nicholas D. Frances 20%
Edward A. Holloway 20%
This Assignment served to assign the override,and the right to convert the same to a
working interest at payout. The Assignment lists only a single lease,and mis-describes it as
having covered the S/2SW/4.
3. By Correction Assignment dated March 9, 1987,effective as of December 31,
1986, and recorded March 10, 1987 in Book 1148 at Reception No. 2091151 of the county
records, Wilbert R. Wiedeman, John C. Dollarhide, Nicholas D. Frances and Edward A.
Holloway, in their capacity as all of the surviving members of the last acting Board of
Directors of Cache Resources,Inc., assigned the interest of Cache Resources,Inc. as to Oil
and Gas Leases Nos. 1, 2 and 3, and other leases, to the same assignees as set out in
Paragraph No. 2, above.
4. By Assignment dated September 1, 1997, recorded August 25, 1998 at
Reception No. 2635536 of the county records, Wilbert R. Wiedeman, John C. Dollarhide,
Thomas R. Scheirman, Nicholas D. Frances, Edward A. Holloway and CRA-Barney, a
Colorado general partnership, assigned to Southwestern Eagle, LLC, a Louisiana limited
Foundation Energy Management,LLC Page 44
August 18, 2009
liability company,all right,title and interest owned by grantors"on production of oil,gas and
other hydrocarbon substances from the NE/4SW/4 of Section 23...". The title to the
Assignment refers to the Barney No. 2 Well, but there is no lease description in the
instrument.
5. By Assignment and Bill of Sale dated January 14, 2003,effective March 1,
2003, and recorded May 15, 2003 at Reception No. 3063904 of the county records,
Southwestern Eagle, LLC assigned to Palladine Energy Partners, LLC, all right, title and
interest in Oil and Gas Leases Nos. 1, 2 and 3, as to the NE/4SW/4, without reservation.
6. By Assignment, Bill of Sale and Conveyance dated as of July 1, 2004,
recorded August 9, 2004 at Reception No. 3207086 of the county records,Palladine Energy
Partners, LLC assigned to JAD Resources, LLC, a Colorado limited liability company, an
undivided 50% interest in Oil and Gas Leases Nos. 1 and 3, and other leases. Oil and Gas
Lease No. 2 is not described in the exhibit to the assignment.
7. By Conveyance, Assignment and Bill of Sale dated effective June 1, 2006,
recorded September 9, 2006 at Reception No. 3417470 of the county records, Palladine
Energy Partners,LLC and SAD Resources,LLC assigned to Foundation Energy Fund I,LLC,
all right,title and interest in the same two leases described in Assignment No.6,above,as to
the same lands, without reservation.
8. By Quitclaim Assignment of Oil and Gas Leases dated effective March 1,
2003, recorded April 4, 2008 at Reception No. 3545656 of the county records, Wilbert R.
Wiedeman, John C. Dollarhide, Nicholas D. Frances and Edward A. Holloway assigned to
Foundation Energy Fund I,LLC,all right, title and interest in Oil and Gas Leases Nos. 1, 2
and 3, and other leases.
As to Lease No. 4
1. By Assignment dated January 19, 1983,recorded January 26, 1983 in Book
987 at Reception No. 1915520 of the county records, H.L. Willett assigned to Bellweather
Exploration Company, all right, title and interest in Lease No. 4, and other leases. The
Assignment has a depth limitation of the Codell formation. The Assignment reserved an
overriding royalty of 11%,including any extension and renewal leases.
2. By Instrument entitled "Clarification of Oil and Gas Lease Assignments"
dated May 24, 1993, H.L. Willett recites for the benefit of Escobar Energy, Inc. that it was
his intent when using the phrase"Codell formation" as a depth limitation, to actually mean
from the surface to the base of the Codell formation. This instrument was recorded June 1,
1993 in Book 1385 at Reception No. 2334968 of the county records.
3. By Assignment dated February 24, 1983,recorded February 25, 1983 in Book
989 at Reception No. 1918554 of the county records, Bellweather Exploration Company
Foundation Energy Management, LLC Page 45
August 18, 2009
assigned to Willis S. Brown, an undivided 2.0% interest in Lease No. 4, as to the Code11
formation.
4. By Assignment dated February 24, 1983,recorded February 25, 1983 in Book
989 at Reception No. 1918560 of the county records, Bellweather Exploration Company
assigned to Stephens DeClerque and Barbara Dudley DeClerque, as joint tenants, an
undivided 8% interest in Lease No. 4, and other leases, without reservation.
5. By Assignment dated February 24, 1983,recorded February 25, 1983 in Book
989 at Reception No. 1918561 of the county records, Bellweather Exploration Company
assigned to Energy Resources Group, an undivided 34% interest in Lease No. 4, without
reservation.
6. By Assignment dated February 24, 1983,recorded February 25,1983 in Book
989 at Reception No. 1918562 of the county records, Bellweather Exploration Company
assigned to Ralph Davidson, an undivided 2%interest in Lease No. 4, without reservation.
7. By Assignment dated February 24, 1983,recorded February 25, 1983 in Book
989 at Reception No. 1918563 of the county records, Bellweather Exploration Company
assigned to John A. Watters, an undivided 3% interest in Lease No. 4,without reservation.
8. By Assignment dated February 24, 1983,recorded February 25, 1983 in Book
989 at Reception No. 1918564 of the county records, Bellweather Exploration Company
assigned to E. Gabriel Perle, an undivided 2%interest in Lease No. 4, without reservation.
9. By Assignment dated February 24, 1983,recorded February 25, 1983 in Book
989 at Reception No. 1918565 of the county records, Bellweather Exploration Company
assigned to The Philip and Myrtle Ross Trust, an undivided 1% interest in Lease No. 4,
without reservation.
10. By Assignment dated February 24, 1983,recorded February 25, 1983 in Book
989 at Reception No. 1918566 of the county records, Bellweather Exploration Company
assigned to David D. Aubrey, an undivided 1%interest in Lease No. 4,without reservation.
11. By Assignment dated February 24, 1983,recorded February 25, 1983 in Book
989 at Reception No. 1918567 of the county records, Bellweather Exploration Company
assigned to Jerome S. Hardy,an undivided 6%interest in Lease No.4, without reservation.
12. By Assignment dated February 24, 1983,recorded February 25, 1983 in Book
989 at Reception No. 1918568 of the county records, Bellweather Exploration Company
assigned to Sally J. Reich, an undivided 2% interest in Lease No. 4, without reservation.
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August 18, 2009
13. By Assignment dated February 24, 1983,recorded February 25, 1983 in Book
989 at Reception No. 1918569 of the county records, Bellweather Exploration Company
assigned to C&K Associates, an undivided 2%interest in Lease No.4,without reservation.
14. By Assignment dated February 24, 1983,recorded February 25, 1983 in Book
989 at Reception No. 1918570 of the county records, Bellweather Exploration Company
assigned to Stever Aubrey, an undivided 4% interest in Lease No. 4, without reservation.
15. By Assignment dated February 24, 1983,recorded February 25, 1983 in Book
989 at Reception No. 1918571 of the county records, Bellweather Exploration Company
assigned to Peter Robeck, an undivided 2% interest in Lease No. 4, without reservation.
16. By Assignment dated February 24,1983,recorded February 25, 1983 in Book
989 at Reception No. 1918572 of the county records, Bellweather Exploration Company
assigned to Stanley Halperin and Jane Halperin,as joint tenants,an undivided 2%interest in
Lease No. 4, without reservation.
17. By Assignment dated February 24, 1983,recorded February 25, 1983 in Book
989 at Reception No. 1918573 of the county records, Bellweather Exploration Company
assigned to Patricia G.Neale,an undivided 3% interest in Lease No.4,without reservation.
18. By Assignment dated January 22, 1986,recorded January 23, 1986 in Book
1100 at Reception No. 2040180 of the county records, Bellweather Exploration Company
assigned to Bracewell Development Corporation, all right,title and interest in Lease No.4,
and other leases, without reservation.
19. By Assignment dated March 12, 1987, recorded March 26, 1987 in Book
1150 at Reception No. 2093406 of the county records, Stanley Halperin and Jane Halperin
assigned to Jane Halperin, their entire 2.0% interest in Lease No. 4, and other leases.
20. By Assignment and Bill of Sale dated July 29, 1992,effective July 1, 1992,
and recorded August 21, 1992 in Book 1348 at Reception No.2300837 of the county records,
Jane S.Halperin assigned to Bracewell Development Corporation,all right,title and interest
in Oil and Gas Lease No. 4, without reservation.
21. By Assignment dated August 17, 1992,effective July 1, 1992,and recorded
September 14, 1992 in Book 1351 at Reception No. 2303422 of the county records,David
Aubrey assigned to Bracewell Development Corporation,all right,title and interest in Lease
No. 4, and other leases, without reservation.
22. By Assignment dated October 15, 1992,effective July 1, 1992,and recorded
December 18, 1992 in Book 1363 at Reception No. 2315225 of the county records, Myrtle
Ross and Philip Ross,co-trustees of the Philip and Myrtle Ross Trust assigned to Bracewell
Foundation Energy Management, LLC Page 47
August 18, 2009
Development Corporation, all right, title and interest in Oil and Gas Lease No.4,and other
leases, without reservation.
23. By Assignment dated December 9, 1992,effective July 1, 1992,and recorded
December 18, 1992 in Book 1363 at Reception No. 2315223 of the county records,
Bracewell Development Corporation assigned to Escobar Energy, Inc., all right, title and
interest in Lease No. 4, and other leases, without reservation.
24. By Assignment dated December 9, 1992,effective July 1, 1992 and recorded
December 18, 1992 in Book 1363 at Reception No. 2315224 of the county records,
Bellweather Exploration Company assigned to Escobar Energy, Inc., all right, title and
interest in Lease No. 4, and other leases, without reservation.
25. By Assignment dated March 15, 1993, effective July 1, 1992, and recorded
March 15, 1993 in Book 1377 at Reception No.2327765 of the county records,the executrix
of the Estate of Jerome S.Hardy assigned to Escobar Energy,Inc., all right,title and interest
in Oil and Gas Lease No. 4, and other leases, without reservation.
26. By Assignment dated October 9, 1992, effective July 1, 1992, and recorded
April 9, 1993 in Book 1377 at Reception No. 2328282 of the county records, C&K
Associates assigned to Bracewell Development Corporation,all right,title and interest in Oil
and Gas Lease No. 4, and other leases, without reservation.
27. By Assignment dated March 30, 1993, effective July 1, 1992, and recorded
April 19, 1993 in Book 1379 at Reception No.2329465 of the county records,Sally J.Reich
assigned to Escobar Energy,Inc.,all right,title and interest in Oil and Gas Lease No.4, and
other leases, without reservation.
28. By Assignment and Bill of Sale dated effective July 1, 1993,recorded June 1,
1993 in Book 1385 at Reception No.2334966 of the county records,Bel'weather Exploration
Company assigned to Escobar Energy,Inc.,all right,title and interest in the captioned lands
and other lands,including all lands and interest held by assignor in Township 6 North,Range
66 West.
29. By Assignment dated March 22, 1993,effective January 1, 1993,and recorded
June 1, 1993 in Book 1385 at Reception No. 2334970 of the county records,E. Gabriel Perle
assigned to Tower Energy Corporation,all right,title and interest in Oil and Gas Lease No.4,
and other leases, without reservation.
30. By Assignment and Bill of Sale dated March 22, 1993, effective January 1,
1993, and recorded June 1, 1993 in Book 1385 at Reception No. 2334971 of the county
records, Stever Aubrey assigned to Tower Energy Corporation,all right, title and interest in
Oil and Gas Lease No. 4, and other leases, without reservation.
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August 18, 2009
31. By Assignment and Bill of Sale dated March 22, 1993,effective January 1,
1993, and recorded June 1, 1993 in Book 1385 at Reception No. 2334972 of the county
records, Peter Robeck assigned to Tower Energy Corporation, all right, title and interest in
Oil and Gas Lease No.4, and other leases, without reservation.
32. By Assignment dated March 22, 1993,effective January 1, 1993,and recorded
June 1, 1993 in Book 1385 at Reception No. 2334973 of the county records, Stephens
DeClerque and Barbara DeClerque assigned to Tower Energy Corporation,all right,title and
interest in Oil and Gas Lease No. 4, and other leases, without reservation.
33. By Assignment dated March 22, 1993,effective January 1, 1993,and recorded
June 1, 1993 in Book 1385 at Reception No. 2334974 of the county records, Kenneth E.
Clemons, as trustee for the Ralph Parsons Davidson Trust assigned to Tower Energy
Corporation,all right,title and interest in Oil and Gas Lease No.4,and other leases,without
reservation. See Title Comment and Requirement No. 5.
34. By Assignment dated March 22, 1993,effective January 1, 1993,and recorded
June 1, 1993 in Book 1385 at Reception No. 2334975 of the county records, Patricia G.
Neale assigned to Tower Energy Corporation,all right,title and interest in Oil and Gas Lease
No. 4, and other leases, without reservation.
35. By Assignment dated effective January 1, 1993, recorded June 1, 1993 in
Book 1385 at Reception No.2334977 of the county records,Tower Energy Corporation and
Escobar Energy, Inc.,joined by Barbara S. Aubrey, trustee under Trust Agreement dated
April 26, 1993(which owned an overriding royalty interest in the leases)assigned to SOCO
Wattenburg Corporation, all right, title and interest in Oil and Gas Lease No. 4, and other
leases,without reservation. The Assignment is made pursuant to a certain Purchase and Sale
Agreement between the parties dated April 28, 1993.
36. By Assignment dated May 26, 1993,effective January 1, 1993,and recorded
July 9, 1993 in Book 1391 at Reception No. 2340377 of the county records, Doran L.
Waiters and John Casey Watters, individually and as co-executors of the Estate of John A.
Watters,deceased, assigned to Tower Energy Corporation,all right, title and interest in Oil
and Gas Lease No. 4, and other leases, without reservation.
37. By Assignment and Bill of Sale dated effective January 1, 1993, recorded
June 1, 1993 in Book 1335 at Reception No.2334976 of the county records,Willis J.Brown
assigned to Tower Energy Corporation,all right,title and interest in Oil and Gas Lease No.4,
and other leases, without reservation.
38. By Assignment dated August 31, 1998, recorded September 11, 1998 at
Reception No. 2639556 of the county records, Energy Resources Group assigned to Patina
Oil & Gas Corporation, all right,title and interest in Lease No. 4,and other leases,without
reservation.
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39. There appears of record in Weld County a certain Certificate from the
Secretary of State of the State of Delaware dated May 16,2005,which was recorded May 26,
2005 at Reception No. 3289695 of the county records, reflecting that Patina Oil & Gas
Corporation merged into and became Noble Energy Production, Inc.
40. There appears of record in Weld County a Certificate of Merger executed by
the Secretary of State of the State of Delaware, reflecting that SOCO Wattenburg
Corporation merged with and into Noble Energy Production, Inc., with Noble being the
surviving corporation. The Certificate is dated October 1,2007 and was recorded January 7,
2008 at Reception No. 3527696 of the county records.
41. There appears of record in Weld County a Certificate of Ownership executed
by the Secretary of State of the State of Delaware,reflecting that Noble Energy Production,
Inc.merged into and became Noble Energy,Inc. The Certificate is dated September 2,2007
and was recorded January 1, 2008 at Reception No. 3527697 of the county records.
As to Lease No. 5
1. By Assignment dated April 26, 1983, recorded May 9, 1983 in Book 995 at
Reception No. 1926293 of the Weld County records, H.L. Willet assigned to Bellwether
Exploration Company,all of his right,title and interest in Lease No. 5. The Assignment has
a depth limitation of the Codell formation. The assignor reserved an 11%overriding royalty
interest. The assignment contains an extension and renewal clause. By Instrument entitled
"Clarification of Oil and Gas Lease Assignments" dated May 24, 1993, H.L. Willett 1)
recites for the benefit of Escobar Energy, Inc., that it was his intent when using the phrase
"Codell formation"as a depth limitation,to actually mean from the surface to the base of the
Codell formation and 2) conveys to Escobar Energy, Inc. his entire interest in the leases
described in each instrument from the surface to the base of the Codell formation. This
Instrument was recorded June 1, 1993 in Book 1385 at Reception No.2334968 of the county
records. Neither Lease No. 5 nor the NW/4NE/4 of Section 26 is listed, however the
Clarification states that the lands listed are not intended to be an exclusive list, but the
Clarification is to cover all assignments made from H.L. Willet to Bellwether Exploration
Company from January 1, 1982 to December 31, 1985.
2. By Assignment dated May 9, 1983, recorded May 11, 1983 in Book 996 at
Reception No. 1926618 of the Weld County records, Bellwether Exploration Company
assigned to K&S Oil Company,an undivided 1.0%working interest in Lease No.5,without
reservation. The Assignment has a depth limitation of the Codell formation. The assignment
is made subject to the landowner's royalty and overriding royalties previously conveyed.
3. By Assignment dated May 9, 1983, recorded May 11, 1983 in Book 996 at
Reception No. 1926619 of the Weld County records, Bellwether Exploration Company
assigned to Roger Hively, an undivided 1.0% working interest in Lease No. 5, without
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August 18, 2009
reservation. The Assignment has a depth limitation of the Codell formation. The assignment
is made subject to the landowner's royalty and overriding royalties previously conveyed.
4. By Assignment dated May 9, 1983, recorded May 11, 1983 in Book 996 at
Reception No. 1926620 of the Weld County records, Bellwether Exploration Company
assigned to M & M Oil Properties, an undivided 0.5% working interest in Lease No. 5,
without reservation. The Assignment has a depth limitation of the Codell formation. The
assignment is made subject to the landowner's royalty and overriding royalties previously
conveyed.
5. By Assignment dated May 9, 1983, recorded May 11, 1983 in Book 996 at
Reception No. 1926621 of the Weld County records, Bellwether Exploration Company
assigned to Murchison Oil & Gas, Inc., Exploration & Development, Ltd. an undivided
15.0% working interest in Lease No. 5, without reservation. The Assignment has a depth
limitation of the Codell formation. The assignment is made subject to the landowner's
royalty and overriding royalties previously conveyed.
6. By Assignment dated May 9, 1983, recorded May 11, 1983 in Book 996 at
Reception No. 1926622 of the Weld County records, Bellwether Exploration Company
assigned to Wilexco, Inc., an undivided 1.0% working interest in Lease No. 5, without
reservation. The Assignment has a depth limitation of the Codell formation. The assignment
is made subject to the landowner's royalty and overriding royalties previously conveyed.
7. By Assignment dated May 9, 1983, recorded May 11, 1983 in Book 996 at
Reception No. 1926623 of the Weld County records, Bellwether Exploration Company
assigned to General Atlantic Energy Corporation, an undivided 12.5% working interest in
Lease No. 5, without reservation. The Assignment has a depth limitation of the Codell
formation. The assignment is made subject only to the landowner's royalty and overriding
royalty previously retained by H.L. Willett.
8. By Assignment dated May 9, 1983, recorded May 11, 1983 in Book 996 at
Reception No. 1926624 of the Weld County records, Bellwether Exploration Company
assigned to Mike Pietrafeso, an undivided 1.0% working interest in Lease No. 5, without
reservation. The Assignment has a depth limitation of the Codell formation. The assignment
is made subject to the landowner's royalty and overriding royalties previously conveyed.
9. By Assignment dated September 30, 1983,recorded November 18, 1983 in
Book 1013 at Reception No. 1947539 of the Weld County records, M&M Oil Properties
assigned to Glenco Energy Investments,an undivided one-half of assignor's right,title and
interest in Lease No. 5, without reservation. The Assignment has a depth limitation of the
Codell formation. The instrument assigns "50.0%working interest in and to the oil and gas
leases... Said 50.0% working interest herein assigned, represents one-half (1/2) of
Assignor's right, title and interest"; the assignor only owned an undivided 0.5% working
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interest in Lease No. 5, so the assignment has been given effect to transfer an undivided
0.25% working interest. See Title Comment and Requirement No. 10. The assignment is
made subject to the landowner's royalty and overriding royalties previously conveyed.
10. By Assignment dated February 10, 1984, effective first date of production,
recorded May 14, 1984 in Book 1030 at Reception No. 1966770 of the Weld County records,
General Atlantic Energy Corporation assigned to Meridian Resources Corporation(3.125%
of 8/8ths) and Fairfield International Corporation (3.125% of 8/8ths), an undivided 6.25%
working interest in Lease No. 5,without reservation,limited to formations from the surface
of the earth down to the base of the Codell formation, divided between the assignees as
shown above. This instrument corrects an Assignment of Oil and Gas Leases dated June 15,
1983,recorded in Book 1000 at Reception No. 1931095 of the Weld County records,which
incorrectly described the lands as in Township 5 North rather than Township 6 North; this
assignment is "in lieu of and replaces" the earlier assignment. The assignment recites
correctly that 12.75%overriding royalty was previously reserved. The assignment is made
subject to a Participation Agreement dated August 23, 1982.
11. By Assignment dated October 4, 1985, effective June 1, 1985, recorded
October 10, 1985 in Book 1087 at Reception No.2028133 of the Weld County records,M&
M Oil Properties assigned to PBD Enterprises 85A Properties,an undivided 0.25%working
interest in Lease No. 5, without reservation. The Assignment has a depth limitation of the
Codell formation. The assignor gives a special warranty of title. The instrument recites
correctly that the assignee is receiving 0.1875% net revenue interest.
12. By Assignment dated January 21, 1986,recorded January 23, 1986 in Book
1100 at Reception No. 2040276 of the Weld County records, Wilexco, Inc. assigned to
Mercer 1985B Managed Oil and Gas Program,an undivided 1.0%working interest in Lease
No. 5,without reservation. The Assignment has a depth limitation of the Codell formation.
The assignment is made subject to the landowner's royalty and overriding royalties
previously conveyed. The assignor gives a special warranty of title.
13. By Assignment dated January 23, 1986,recorded January 23, 1986 in Book
1100 at Reception No. 2040180 of the Weld County records, Bellwether Exploration
Company assigned to Bracewell Development Corporation, all of assignor's right,title and
interest in Lease No. 5, as to the NW/4NE/4 of Section 26, and other lands, without
reservation, but excepting any overriding royalty interest owned by assignor selected to be
held by assignor under the Bellwether Exploration Company Overriding Royalty Plan for the
benefit of the General Employees as defined in the Plan. The assignment is made subject to
the landowner's royalty and existing overriding royalties. The assignor warrants title to a
0.68000 working interest and a 0.5099998 net revenue interest.
14. By Assignment dated May 30, 1986,effective January 1, 1986,recorded June
4, 1986 in Book 1115 at Reception No. 2055994 of the Weld County records, General
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Atlantic Energy Corporation assigned to Bracewell Development Corporation,all of its right,
title and interest in Lease No. 5,without reservation,as to the NW/4NE/4 of Section 26,and
other lands, being an undivided 6.25% working interest, limited to formations from the
surface of the earth down to the base of the Code11 formation. The assignor gives a special
warranty of title.
15. By Assignment dated November 18, 1988, effective December 31, 1988,
recorded December 12, 1982 in Book 1218 at Reception No. 2164655 of the Weld County
records, Murchison Oil & Gas, Inc. and Exploration & Development, Ltd. assigned to
Murchison Oil&Gas,Inc.an undivided 55%of its right,title and interest in Lease No.5,as
to the NW/4NE/4 of Section 26,and other lands,without reservation,being a 8.25%working
interest. The Assignment has a depth limitation of the Code11 formation.
16. By Assignment dated November 18, 1988, effective December 31, 1988,
recorded December 12, 1988 in Book 1218 at Reception No. 2164656 of the Weld County
records,Murchison Oil&Gas,Inc.,Exploration&Development,Ltd.assigned to Frances H.
Weaver, an undivided 30% of assignor's right, title and interest in Lease No. 5, as to the
NW/4NE/4 of Section 26, and other lands, without reservation, being a 4.5% working
interest. The Assignment has a depth limitation of the Code11 formation.
17. By Assignment dated November 18, 1988, effective December 31, 1988,
recorded December 12, 1988 in Book 1218 at Reception No. 2164657 of the Weld County
records, Murchison Oil & Gas, Inc. and Exploration & Development, Ltd. assigned to
Ickworth Exploration Inc., an undivided 15% of assignor's right, title and interest in Lease
No. 5, as to the NW/4NE/4 of Section 26, and other lands, without reservation, being a
2.25% working interest. The Assignment has a depth limitation of the Codelt formation.
18. By Assignment dated January 16, 1990,effective October 1, 1989,recorded
February 12, 1990 in Book 1255 at Reception No. 2205031 of the Weld County records,
Ickworth Exploration Inc. assigned to Murchison Oil&Gas,Inc.,all of assignor's right,title
and interest in Lease No. 5, as to the NW/4NE/4 of Section 26, and other lands, without
reservation, being a 2.25%working interest. The Assignment has a depth limitation of the
Codell formation.
19. By Assignment dated July 30, 1991,effective May 1, 1991,recorded August
28, 1991 in Book 1309 at Reception No. 2261008 of the Weld County records, Meridian
Resources Corporation assigned to Bracewell Development Corporation, all of assignor's
right, title and interest in Lease No. 5, as to the NW/4NE/4 of Section 26, and other lands,
without reservation,being an undivided 3.125%working interest,limited to formations from
the surface of the earth down to the base of the Code11 formation and in the Walter Jones#1-
26 Well. The assignor warrants title to the interests.
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20. By Assignment dated October 5, 1992, effective October 1, 1992,recorded
October 21, 1992 in Book 1355 at Reception No.2307658 of the Weld County records,K&
S Oil Company assigned to Tower Energy Corporation, all of assignor's right, title and
interest in Lease No. 5, as to the NW/4NE/4 of Section 26, and other lands, without
reservation,being an undivided 1.0%working interest with a depth limitation of the Codell
formation,and in the Walter Jones#1-26 well. The assignor gives a special warranty of title.
21. By Assignment dated October 15, 1992, effective July 1, 1992, recorded
December 10, 1992 in Book 1362 at Reception No. 2314197 of the Weld County records,
Roger Hively assigned to Bracewell Development Corporation, all of his right, title and
interest in Lease No. 5, as to the NW/4NE/4 of Section 26, and other lands, without
reservation,being an undivided 1.0% working interest with a depth limitation of the Codell
formation, and in the Walter Jones #1-26 well. Exhibit A to the assignment does not
specifically describe Lease No. 5, but the assignor states his intent to convey all of his
leasehold interest in any leases owned in Section 26,Township 6 North,Range 66 West,6th
P.M. The assignor gives a special warranty of title.
22. By Assignment dated December 9, 1992, effective July 1, 1992, recorded
December 18, 1992 in Book 1363 at Reception No. 2315223 of the Weld County records,
Bracewell Development Corporation assigned to Escobar Energy,Inc.,all oil and gas leases,
overriding royalties, production payments and other interests in oil, gas and other minerals
which assignor owned (or might acquire prior to March 31, 1993) which cover or relate to
lands in Township 6 North, Range 66 West, 6th P.M. and other townships in Weld County,
Colorado,without reservation,being an undivided 78.375%working interest in Lease No.5,
with a depth limitation of the Codell formation, and in the Walter Jones #1-26 well. The
assignment covers the NW/4NE/4 of Section 26, and other lands. The parties recite their
intent that overriding royalty interests conveyed shall merge with and become part of any
leasehold interest then owned or thereafter acquired by assignee. The assignment does not
describe Lease No. 5 specifically, but covers all of Township 6 North, Range 66 West, 6th
P.M. The assignor warrants that it has not,since July 1, 1992,conveyed or encumbered any
interest in the assigned properties and agrees that the assignment shall be effective as to all
oil and gas interests acquired by assignor in the townships described from the date of the
assignment until March 1, 1993. The assignment is delivered in accordance with the terms of
an unrecorded Purchase and Sale Agreement between the parties dated December 11, 1992.
23. By Assignment dated December 9, 1992, effective July 1, 1992, recorded
December 18, 1992 in Book 1363 at Reception No. 2315224 of the Weld County records,
Bellwether Exploration Company assigned to Escobar Energy, Inc., all oil and gas leases,
overriding royalties, production payments and other interests in oil, gas and other minerals
which assignor owned (or might acquire prior to March 1, 1993) which cover or relate to
lands in township 6 North, Range 66 West, 6th P.M. and other townships in Weld County,
Colorado,without reservation,being an interest in Lease No. 5 or in the Walter Jones#1-26
well. The assignment covers the NW/4NE/4 of Section 26, and other lands. The parties
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August 18, 2009
recite their intent that overriding royalty interests conveyed shall merge with and become part
of any leasehold interest then owned or thereafter acquired by assignee. The assignment does
not describe Lease No. 5 specifically,but covers all of Township 6 North,Range 66 West,6°'
P.M. The assignor warrants that it has not,since July 1, 1992,conveyed or encumbered any
interest in the assigned properties and agrees that the assignment shall be effective at to all
oil and gas interests acquired by assignor in the townships described from the date of the
assignment until March 1, 1993. The assignment is delivered in accordance with the terms of
an unrecorded Purchase and Sale Agreement between the parties dated December 11, 1992.
24. By Assignment of Oil and Gas Leases and Bill of Sale dated October 15,
1992, dated effective July 1, 1992, and recorded April 9, 1993 in Book 1377 at Reception
No. 2328286 of the Weld County records, Frances H. Weaver assigned to Bracewell
Development Corporation all of assignor's right,title and interest in and to the NW/4NE/4 of
Section 26, and other lands, without reservation.
25. By Assignment and Bill of Sale dated January 20, 1993,dated effective July
1, 1992, and recorded April 9, 1993 in Book 1377 at Reception No. 2328289 of the Weld
County records,Murchison Oil&Gas,Inc. assigned to Bracewell Development Corporation
all of assignor's right, title and interest in and to Lease No. 5,limited in depth to the Codell
Formation, without reservation.
26. By Assignment of Oil and Gas Leases and Bill of Sale dated May 7, 1993,
dated effective January 1, 1993, and recorded June 1, 1993 in Book 1385 at Reception No.
2334892 of the Weld County records,Fairfield International Corporation assigned to Tower
Energy Corporation all of assignor's right, title and interest in and to the NW/4NE/4 of
Section 26, and other lands, without reservation.
27. By Assignment, Bill of Sale and Conveyance dated May 28, 1993, dated
effective January 1, 1993,and recorded July 1, 1993 in Book 1385 at Reception No.2334977
of the Weld County records,Tower Energy Corporation,Escobar Energy,Inc.and Barbara S.
Aubrey, as Trustee under a Trust Agreement dated April 26, 1993 assigned to SOCO
Wattenberg Corporation all of assignor's right, title and interest in and to Lease No. 5, and
other leases, now owned or hereafter acquired by assignor,including,but not limited to, all
fee, mineral,royalty,overriding royalty,net profits and other interests,without reservation.
This assignment specifically includes any interest to be assigned to Escobar Energy, Inc.
from H.L. Willett.
28. There appears of record in Weld County a Certificate of Merger executed by
the Secretary of State of the State of Delaware, reflecting that SOCO Wattenburg
Corporation merged with and into Noble Energy Production, Inc., with Noble being the
surviving corporation. The Certificate is dated October 1,2007 and was recorded January 7,
2008 at Reception No. 3527696 of the county records.
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August 18, 2009
29. There appears of record in Weld County a Certificate of Ownership executed
by the Secretary of State of the State of Delaware,reflecting that Noble Energy Production,
Inc.merged into and became Noble Energy,Inc. The Certificate is dated September 2,2007
and was recorded January 1, 2008 at Reception No. 3527697 of the county records.
As to Lease No. 6
1. There appears of record in Weld County a Certificate of Merger executed by
the Secretary of State of the State of Delaware, reflecting that SOCO Wattenburg
Corporation merged with and into Noble Energy Production, Inc., with Noble being the
surviving corporation. The Certificate is dated October 1,2007 and was recorded January 7,
2008 at Reception No. 3527696 of the county records.
2. By Amendment to Leases and Assignments dated effective July 1,2007 and
recorded February 8, 2008 at Reception No. 3534181 of the Weld County records, Weld
County and Noble Energy Production, Inc. agreed to amend Lease No. 6, and other leases,
insofar as it relates to payment of royalties to the lessor. This Amendment contains many
special provisions regarding payment of royalties.
3. There appears of record in Weld County a Certificate of Ownership executed
by the Secretary of State of the State of Delaware,reflecting that Noble Energy Production,
Inc.merged into and became Noble Energy,Inc. The Certificate is dated September 2,2007
and was recorded January 1, 2008 at Reception No. 3527697 of the county records.
As to Leases Nos. 7L8 and 9
1. By Assignment of Oil and Gas Interest dated April 1, 1983,recorded July 15,
1983 in Book 1002, Frame 520 at Reception No. 1933748 of the Weld County records,
Elwood Oil Company assigned to Eldridge No. 1 Limited,a Colorado limited partnership,all
of assignor's 65% working interest in the oil and gas in the W/2NE/4 of Section 33,
Township 6 North, Range 66 West as a result of the Codell Pooling Agreement. The
assignment covers Lease No. 8 and does not contain a proportionate reduction provision. It
reserves a 9.75% before payout overriding royalty interest and a 16.25% after payout
overriding royalty interests.
2. By Correction Assignment of Oil and Gas Interest dated September 20, 1983,
recorded September 21, 1983 in Book 1008, Frame 523 at Reception No. 1941123 of the
Weld County records,Elwood Oil Company assigned to Eldridge No. 1 Limited,a Colorado
limited partnership,all of assignor's 65%working interest in the oil and gas in the W/2NE/4
of Section 23, Township 6 North, Range 66 West as a result of the Codell Pooling
Agreement. The assignment covers Lease No. 8 and does not contain a proportionate
reduction provision. It reserves a 9.75% before payout overriding royalty interest and a
16.25% after payout overriding royalty interests. The assignment corrects an error in the
description at Reception No. 1933738.
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3. By Assignment of OiI and Gas Interest dated September 20, 1983,recorded
September 21, 1983 in Book 1008,Frame 526 at Reception No. 1941124 of the Weld County
records, Elwood Oil Company assigned to Eldridge Oil & Gas Well #2 Ltd, a Colorado
limited partnership,all of assignor's 65%working interest in the oil and gas in the W/2NE/4
of Section 23, Township 6 North, Range 66 West as a result of the Codell Pooling
Agreement. The assignment covers Lease No. 8 and does not contain a proportionate
reduction provision. It reserves a 9.75% before payout overriding royalty interest and a
16.25% after payout overriding royalty interests.
4. By Assignment of Oil and Gas Interest dated August 30, 1983, recorded
September 21, 1983 in Book 1008,Frame 528 at Reception No. 1941125 of the Weld County
records, Elwood Oil Company assigned to Eldridge No. 2 Limited, a Colorado limited
partnership, all of assignor's 65% working interest in the oil and gas in the W/2NE/4 of
Section 23,Township 6 North,Range 66 West as a result of the Codell Pooling Agreement.
The assignment covers Lease No.8 and does not contain a proportionate reduction provision.
It reserves a 9.75% before payout overriding royalty interest and a 16.25% after payout
overriding royalty interests.
5. By Correction Assignment of Oil and Gas Interest dated August 30, 1983,
recorded September 21, 1983 in Book 1008, Frame 530 at Reception No. 1941126 of the
Weld County records,Elwood Oil Company assigned to Eldridge No. 1 Limited,a Colorado
limited partnership,all of assignor's 65%working interest in the oil and gas in the W/2SE/4
of Section 23, Township 6 North, Range 66 West as a result of the Codell Pooling
Agreement. The assignment covers Lease No. 8 and does not contain a proportionate
reduction provision. It reserves a 9.75% before payout overriding royalty interest and a
16.25% after payout overriding royalty interests. The assignment is given to correct the
description of assignment at Reception No. 1933748.
6. By Partial Assignment of Oil and Gas Interest dated November 20, 1984,
recorded March 18, 1985 in Book 1061,Frame 1893 at Reception No. 2002224 of the Weld
County records, Elwood Oil Company assigned to Eldridge #3 Ltd, a Colorado limited
partnership, all of assignor's 65% working interest in the oil and gas in the NE/4NE/4 of
Section 23,Township 6 North,Range 66 West as a result of the Codell Pooling Agreement.
The assignment covers Lease No.8 and does not contain a proportionate reduction provision.
It reserves a 9.75% before payout overriding royalty interest and a 16.25% after payout
overriding royalty interests.
7. By Assignment, Bill of Sale and Conveyance dated January 23, 1986,
recorded January 23, 1986 in Book 1100,Frame 781 at Reception No. 2040180 of the Weld
County records, Bellwether Exploration Company assigned to Bracewell Development
Corporation, all right, title and interest in Leases Nos. 7, 8 and 9 as a result of the Codell
Pooling Agreement. The assignment does not contain a proportionate reduction provision
and reserves no overriding royalty interest. The assignor claims a 16.95% working interest
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August 18, 2009
and 12.712%net revenue interest in the W/2E/2 of Section 23,Township 6 North,Range 66
West; 35% working interest and 26.25%net revenue interest in the E/2NE/4 of Section 23,
Township 6 North,Range 66 West;and 26%working interest and 19.5%net revenue interest
in the E/2SE/4 of Section 23,Township 6 North,Range 66 West. The assignment is made
subject to overriding royalties held by assignor for the benefit of assignor's employees in an
unnamed amount.
8. By Partial Assignment of Oil and Gas Lease dated October 20, 1986,recorded
March 18, 1985 in Book 1133, Frame 704 at Reception No. 2074930, and re-recorded
November 19, 1986 at Book 1135,Frame 2092,Reception No. 2077630 of the Weld County
records, Elwood Oil Company assigned to ER Limited, all of assignor's 65% working
interest in the oil and gas in the SE/4NE/4 of Section 23,Township 6 North,Range 66 West
as a result of the Codell Pooling Agreement. The assignment covers Leases Nos.7, 8 and 9
and does contain a proportionate reduction provision. It reserves a 5% overriding royalty
interest.
9. By Assignment of Oil and Gas Lease dated December 19, 1986, recorded
February 11, 1987 in Book 1146,Frame 170 at Reception No.2088155 of the Weld County
records,H.L.Willett assigned to Bellwether Exploration Company,all right,title and interest
from the surface down to the base of the Codell Formation insofar as the lease covers the
S/2SE/4NE/4, E/2SE/4 of Section 23, Township 6 North, Range 66 West. This depth
limitation was later clarified by instrument filed for record at Reception No. 2334968. The
assignment covers Lease No. 7 and does not contain a proportionate reduction provision. It
reserves a 1.75% overriding royalty interest. It is subject to Codell Pooling Agreement.
10. By Assignment of Oil and Gas Interests dated December 26, 1986,recorded
February 11, 1987 in Book 1146,Frame 1195 at Reception No.2088164 of the Weld County
records,Bellwether Exploration Company assigned to the following entities,in the following
proportions:
Stevens DeClerque 0.80% WI 0.6000% NRI
Peter Robeck 0.50% WI 0.3750% NRI
Willis S.Brown 0.50% WI 0.3750% NRI
Stever Aubrey 0.50% WI 0.3750%NRI
E. Gabriel Perle 0.50% WI 0.3750% NRI
Jerome S. Hardy 1.00% WI 0.7500% NRI
Kenneth A. Clements,Trustee for
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August 18, 2009
Ralph P. Davidson 0.50% WI 0.3750% NRI
Ralph K. Smith,Trustee for Mark
Gregory Thomas, et al. 1.50% WI 1.1250% NRI
Energy Resources Group 12.25% WI 9.1875% NRI
The noted interests insofar as Leases No. 7, 8 and 9 cover the W/2E/2 of Section 23,
Township 6 North, Range 66 West, subject to the Codell Pooling Agreement. The
assignment does not contain a proportionate reduction provision and reserves no overriding
royalty interest. Assignees are not entitled to participation in the balance of the lands subject
to Codell Pooling Agreement.
11. By Assignment of Oil and Gas Lease dated December 31, 1986, recorded
February 11, 1987 in Book 1146,Frame 200 at Reception No.2088166 of the Weld County
records, Elwood Oil Company assigned to Bruce R. Brauer& Elizabeth S. Brauer, 6.25%
insofar as the leases cover the SE/4NE/4 of Section 23, Township 6 North,Range 66 West
and subject to the Codell Pooling Agreement,among other leases and lands. The assignment
covers Leases Nos. 7, 8 and 9 and does not contain a proportionate reduction provision. It
reserves no overriding royalty interest. Assignees are not entitled to participation in the
balance of the lands subject to Codell Pooling Agreement.
12. By Assignment of Oil and Gas Lease dated December 31, 1986, recorded
February 11, 1987 in Book 1146,Frame 203 at Reception No.2088167 of the Weld County
records, Elwood Oil Company assigned to KaCee Company, 6.25% insofar as the leases
cover the SE/4NE/4 of Section 23, Township 6 North, Range 66 West and subject to the
Codell Pooling Agreement, among other leases and lands. The assignment covers Leases
Nos. 7, 8 and 9 and does not contain a proportionate reduction provision. It reserves no
overriding royalty interest. Assignees are not entitled to participation in the balance of the
lands subject to Codell Pooling Agreement.
13. By Assignment of Oil and Gas Lease dated December 31, 1986, recorded
February 11, 1987 in Book 1146,Frame 206 at Reception No. 2088168 of the Weld County
records, Elwood Oil Company assigned to Fred R. Kelly, Jr. & Pam Foss Kelly, 6.25%
insofar as the leases cover the SE/4NE/4 of Section 23,Township 6 North,Range 66 West
and subject to the Codell Pooling Agreement,among other leases and lands. The assignment
covers Leases Nos. 7, 8 and 9 and does not contain a proportionate reduction provision. It
reserves no overriding royalty interest. Assignees are not entitled to participation in the
balance of the lands subject to Codell Pooling Agreement.
14. By Assignment of Oil and Gas Lease dated December 31, 1986, recorded
February 11, 1987 in Book 1146,Frame 209 at Reception No. 2088169 of the Weld County
records,Elwood Oil Company assigned to Andrew D.Kloxin,5%insofar as the leases cover
the SEJ4NE/4 of Section 23, Township 6 North, Range 66 West and subject to the Codell
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August 18, 2009
Pooling Agreement,among other leases and lands. The assignment covers Leases Nos.7, 8
and 9 and does not contain a proportionate reduction provision. It reserves no overriding
royalty interest. Assignee not entitled to participation in the balance of the lands subject to
Codell Pooling Agreement.
15. By Assignment of Oil and Gas Lease dated December 31, 1986, recorded
February 11, 1987 in Book 1146,Frame 212 at Reception No.2088170 of the Weld County
records,Elwood Oil Company assigned to James W.Kloxin, 5%insofar as the leases cover
the SE/4NE/4 of Section 23, Township 6 North, Range 66 West and subject to the Codell
Pooling Agreement, among other leases and lands. The assignment covers Leases Nos. 7, 8
and 9 and does not contain a proportionate reduction provision. It reserves no overriding
royalty interest. Assignee not entitled to participation in the balance of the lands subject to
Codell Pooling Agreement.
16. By Assignment of Oil and Gas Lease dated December 31, 1986, recorded
February 11, 1987 in Book 1146,Frame 215 at Reception No.2088171 of the Weld County
records,Elwood Oil Company assigned to Hugh H.Arnold, 1.5%insofar as the leases cover
the SE/4NE/4 of Section 23, Township 6 North, Range 66 West and subject to the Codell
Pooling Agreement, among other leases and lands. The assignment covers Leases Nos. 7, 8
and 9 and does not contain a proportionate reduction provision. It reserves no overriding
royalty interest. Assignee not entitled to participation in the balance of the lands subject to
Codell Pooling Agreement.
17. By Partial Assignment of Oil and Gas Lease dated May 16, 1988, recorded
May 20, 1988 in Book 1196, Frame 1656 at Reception No. 2141930 of the Weld County
records, Elwood Oil Company assigned to ER Limited, all of assignor's 65% working
interest in the oil and gas in the SE/4NE/4 of Section 23,Township 6 North,Range 66 West
as a result of the Codell Pooling Agreement. The assignment covers Leases Nos. 7, 8 and 9
and contains a proportionate reduction provision. It reserves a 5%overriding royalty interest.
This assignment was given to correct error in description at Reception No. 2074930.
18. By Assignment of Oil and Gas Lease dated May 16, 1988,recorded May 20,
1988 in Book 1196, Frame 1732 at Reception No. 2141963 of the Weld County records,
Gary M. Fabshutz assigned to Elwood Oil Company, all of assignor's interest in the
SE/4NE/4 of Section 23,Township 6 North,Range 66 West. The assignment covers Leases
Nos.7,8 and 9 and contains a proportionate reduction provision. It reserves a 5%overriding
royalty interest.
19. By Assignment of Oil and Gas Lease dated May 16, 1988,recorded May 20,
1988 in Book 1196, Frame 1735 at Reception No. 2141964 of the Weld County records,
Bruce R. Brauer&Elizabeth S. Brauer assigned to Elwood Oil Company, all of assignor's
interest in the SE/4NE/4 of Section 23,Township 6 North,Range 66 West. The assignment
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August 18, 2009
covers Leases Nos. 7, 8 and 9 and does not contain a proportionate reduction provision. It
reserves no overriding royalty interest.
20. By Assignment of Oil and Gas Lease dated May 16, 1988,recorded May 20,
1988 in Book 1196, Frame 1738 at Reception No. 2141965 of the Weld County records,
KaCee Company assigned to Elwood Oil Company,all of assignor's interest in the SE/4NE/4
of Section 23,Township 6 North,Range 66 West. The assignment covers Leases Nos. 7, 8
and 9 and does not contain a proportionate reduction provision. It reserves no overriding
royalty interest.
21. By Assignment of Oil and Gas Lease dated May 16, 1988,recorded May 20,
1988 in Book 1196,Frame 1741 at Reception No.2141966 of the Weld County records,Fred
R Kelly,Jr. and Pam F.Kelly assigned to Elwood Oil Company,all of assignor's interest in
the SE/4NE/4 of Section 23, Township 6 North, Range 66 West. The assignment covers
Leases Nos.7, 8 and 9 and does not contain a proportionate reduction provision. It reserves
no overriding royalty interest.
22. By Assignment of Oil and Gas Lease dated May 16, 1988,recorded May 20,
1988 in Book 1196, Frame 1744 at Reception No. 2141967 of the Weld County records,
Andrew D. Kloxin assigned to Elwood Oil Company, all of assignor's interest in the
SE/4NE/4 of Section 23,Township 6 North,Range 66 West. The assignment covers Leases
Nos. 7, 8 and 9 and does not contain a proportionate reduction provision. It reserves no
overriding royalty interest.
23. By Assignment of Oil and Gas Lease dated May 16, 1988,recorded May 20,
1988 in Book 1196, Frame 1747 at Reception No. 2141968 of the Weld County records,
James W. Kloxin assigned to Elwood Oil Company, all of assignor's interest in the
SE/4NE/4 of Section 23,Township 6 North,Range 66 West. The assignment covers Leases
Nos. 7, 8 and 9 and does not contain a proportionate reduction provision. It reserves no
overriding royalty interest.
24. By Assignment of Oil and Gas Lease dated May 16, 1988,recorded May 20,
1988 in Book 1196, Frame 1750 at Reception No. 2141969 of the Weld County records,
Hugh W. Arnold assigned to Elwood Oil Company,all of assignor's interest in the SE/4NE/4
of Section 23, Township 6 North,Range 66 West. The assignment covers Leases Nos. 7, 8
and 9 and does not contain a proportionate reduction provision. It reserves no overriding
royalty interest.
25. By Assignment of Oil and Gas Lease dated May 17, 1988,recorded May 20,
1988 in Book 1196, Frame 1759 at Reception No. 2141972 of the Weld County records,
Elwood Oil Company, General Partner of Eldridge Oil &Gas Well#1 Ltd.;Eldridge Oil&
Gas Well #2 Ltd.; Eldridge No. 3 Ltd.; Ogilvy No. 1 Ltd.; ER Limited; Creek Ltd. and
Pinnacle Park East Ltd. assigned to Elwood Oil Company, all of assignor's right, title and
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August 18, 2009
interest in and to Leases Nos. 7, 8 and 9, among other leases, and does not contain a
proportionate reduction provision. It reserves no overriding royalty interest.
26. By Assignment,Bill of Sale and Conveyance dated May 19, 1988,recorded
May 20, 1988 in Book 1196, Frame 1764 at Reception No. 2141974 of the Weld County
records, Elwood Oil Company assigned to Lyco Energy Corporation (0.75%); Lyco-N
Acquisition 1988 Limited Partnership (60%); Lyco MM 1986 Limited Partnership (15%);
Lyco 1987 Gulf Coast Limited Partnership-4(10%);TBC Energy Corporation(3.8%);James
E. Redman (5.7%) and James C. McCormick (4.75%), all of assignor's right, title and
interest in and to Leases Nos. 7, 8 and 9, among other leases, and does not contain a
proportionate reduction provision. It reserves no overriding royalty interest. The assignment
defers conveyance of a percentage of the interests assigned to Redman,McCormick and TBC
until payout.
27. By Assignment of Oil and Gas Lease dated November 18, 1988, recorded
November 28, 1988 in Book 1217, Frame 2909 at Reception No. 2163011 of the Weld
County records,Bellwether Exploration Company assigned to Alan B.Nicol(0.95846%WE
& 0.75% NRI), the noted interest insofar as the leases cover the E/2E/2 of Section 23,
Township 6 North, Range 66 West and subject to the Code11 Pooling Agreement. The
assignment covers Leases Nos. 7, 8 and 9 and does not contain a proportionate reduction
provision. It reserves no overriding royalty interest. Assignee not entitled to participation in
the balance of the lands subject to Code11 Pooling Agreement.
28. By Assignment of Oil and Gas Lease dated February 15, 1989, effective
December 29, 1986,recorded February 17, 1989 in Book 1224,Frame 1815 at Reception No.
2171237 of the Weld County records, Bracewell Development Corporation assigned to
Elwood Oil Company,all of assignor's 35%interest in and to Leases Nos.7, 8 and 9 insofar
as they cover the SE/4NE/4 of Section 23,Township 6 North,Range 66 West and subject to
the Codell Pooling Agreement. The assignment does contain a proportionate reduction
provision. The overriding royalty reserved is the difference between existing burdens and
23%. Assignee is not entitled to participation in the balance of the lands subject to Codell
Pooling Agreement.
29. By Assignment, Bill of Sale and Conveyance dated September 1, 1988,
recorded February 27, 1989 in Book 1225, Frame 1886 at Reception No. 2171886 of the
Weld County records,Alan B.Nicol assigned to Lyco Energy Corporation,all of assignor's
interest of every nature and kind in Leases Nos. 7, 8 and 9 insofar as they cover the E/2SEI4
of Section 23, Township 6 North, Range 66 West and subject to the Codell Pooling
Agreement. The assignment does not contain a proportionate reduction provision. It
reserves no overriding royalty interest. Assignee not entitled to participation in the balance
of the lands subject to Code11 Pooling Agreement.
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30. By Assignment and Quit Claim Deed dated March 3, 1989,recorded March 9,
1989 in Book 1226, Frame 992 at Reception No. 2172987 of the Weld County records,
Robert E. Lee assigned to Glacier Properties,Inc., 3% working interest in the Ogilvy#1-23
Well and all of assignor's interest in Leases Nos. 7, 8 and 9 insofar as they cover the
NE/4SE/4 of Section 23, Township 6 North, Range 66 West and subject to the Codell.
Pooling Agreement The assignment does not contain a proportionate reduction provision.
There is no overriding royalty reserved.
31. By Assignment and Bill of Sale dated December 9, 1992,recorded December
18, 1992 at Reception No. 2315223 of the Weld County records, Bracewell Development
Corporation assigned to Escobar Energy Inc., all of assignor's interest of every nature and
kind in the E/2 of Section 23,Township 6 North, Range 66 West, among other lands. The
assignment does not contain a proportionate reduction provision. There is no overriding
royalty reserved. The assignment is subject to Purchase and Sale Agreement dated December
1 I, 1992. The assignment had intent that any overriding royalty will be merged into working
interest owned or thereafter acquired by assignee.
32. By Assignment and Bill of Sale dated December 9, 1992,recorded December
18, 1992 at Reception No. 2315224 of the Weld County records, Bellwether Exploration
Company assigned to Escobar Energy Inc.,all of assignor's interest of every nature and kind
in the E/2 of Section 23, Township 6 North, Range 66 West, among other lands. The
assignment does not contain a proportionate reduction provision. There is no overriding
royalty reserved. The assignment is subject to Purchase and Sale Agreement dated December
11, 1992. The assignment had intent that any overriding royalty will be merged into working
interest owned or thereafter acquired by assignee.
33. By Assignment of Oil and Gas Leases and Bill of Sale dated March 15, 1993,
effective July 1, 1992 and recorded April 6, 1993 in Book 1377,Frame 144 at Reception No.
2327765 of the Weld County records, Betty St. Clair Hardy, Executrix of the Estate of
Jerome S. Hardy assigned to Escobar Energy Inc., all of assignor's interest of every nature
and kind in Weld County,Colorado including the W/2E/2 of Section 23,Township 6 North,
Range 66 West, among other lands. The assignment does not contain a proportionate
reduction provision. There is no overriding royalty reserved.
34. By Assignment of Oil and Gas Leases and Bill of Sale dated December 17,
1992, effective July 1, 1992 and recorded April 9, 1993 in Book 1377, Frame 1765 at
Reception No.2328281 of the Weld County records,Robert J.Malone assigned to Bracewell
Development Corporation,all of assignor's interest of every nature and kind in Weld County,
Colorado including the E/2SE/4 of Section 23, Township 6 North, Range 66 West, among
other lands. The assignment does not contain a proportionate reduction provision. There is
no overriding royalty reserved.
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August 18, 2009
35. By Assignment of Oil and Gas Leases and Bill of Sale dated December 17,
1992, effective July 1, 1992 and recorded April 9, 1993 in Book 1377, Frame 1769 at
Reception No. 2328283 of the Weld County records, Glacier Properties, Inc. assigned to
Bracewell Development Corporation, all of assignor's interest of every nature and kind in
Weld County, Colorado including the E/2SE/4 of Section 23,Township 6 North,Range 66
West, among other lands. The assignment does not contain a proportionate reduction
provision. There is no overriding royalty reserved.
36. By Assignment of Oil and Gas Leases and Bill of Sale dated March 22, 1993,
effective January 1, 1993 and recorded May 13, 1993 in Book 1382, Frame 2198 at
Reception No. 2332838 of the Weld County records, Ralph K. Smith, individually and as
Trustee for Mark Gregory Thomas assigned to Tower Energy Corporation,all of assignor's
interest of every nature and kind in Weld County,Colorado including the W/2E/2 of Section
23,Township 6 North,Range 66 West,among other lands. The assignment does not contain
a proportionate reduction provision. There is no overriding royalty reserved.
37. By Assignment of Oil and Gas Leases and Bill of Sale dated May 21, 1993,
effective April 1, 1993 and recorded June 1, 1993 in Book 1385,Frame 568 at Reception No.
2334896 of the Weld County records, George W. Aubrey, GW Operating Company and
Aubrey Oil Corporation assigned to Tower Energy Corporation, all of assignor's interest of
every nature and kind in Weld County,Colorado including the E/2 of Section 23,Township
6 North, Range 66 West, among other lands. The assignment does not contain a
proportionate reduction provision. There is no overriding royalty reserved.
38. By Assignment of Oil and Gas Leases and Bill of Sale dated March 22, 1993,
effective January 1, 1993 and recorded June 1, 1993 in Book 1385,Frame 691 at Reception
No. 2334970 of the Weld County records, E. Gabrial Perle assigned to Tower Energy
Corporation, all of assignor's interest of every nature and kind in Weld County, Colorado
including the W/2E/2 of Section 23,Township 6 North,Range 66 West,among other lands.
The assignment does not contain a proportionate reduction provision. There is no overriding
royalty reserved.
39. By Assignment of Oil and Gas Leases and Bill of Sale dated March 22, 1993,
effective January 1, 1993 and recorded June 1, 1993 in Book 1385,Frame 693 at Reception
No. 2334971 of the Weld County records, Stever Aubrey assigned to Tower Energy
Corporation, all of assignor's interest of every nature and kind in Weld County, Colorado
including the W/2E/2 of Section 23,Township 6 North,Range 66 West,among other lands.
The assignment does not contain a proportionate reduction provision. There is no overriding
royalty reserved.
40. By Assignment of Oil and Gas Leases and Bill of Sale dated March 22, 1993,
effective January 1, 1993 and recorded June 1, 1993 in Book 1385,Frame 695 at Reception
No. 2334972 of the Weld County records, Peter Robeck assigned to Tower Energy
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August 18, 2009
Corporation, all of assignor's interest of every nature and kind in Weld County, Colorado
including the W/2E/2 of Section 23,Township 6 North,Range 66 West,among other lands.
The assignment does not contain a proportionate reduction provision. There is no overriding
royalty reserved.
41. By Assignment of Oil and Gas Leases and Bill of Sale dated March 22, 1993,
effective January 1, 1993 and recorded June 1, 1993 in Book 1385,Frame 697 at Reception
No. 2334973 of the Weld County records, Stevens DeClerque and Barbara DeClerque
assigned to Tower Energy Corporation,all of assignor's interest of every nature and kind in
Weld County, Colorado including the W/2E/2 of Section 23, Township 6 North, Range 66
West, among other lands. The assignment does not contain a proportionate reduction
provision. There is no overriding royalty reserved.
42. By Assignment of Oil and Gas Leases and Bill of Sale dated May 3, 1993,
effective January 1, 1993 and recorded June 1, 1993 in Book 1385,Frame 700 at Reception
No. 2334974 of the Weld County records, Kenneth E. Clements, Trustee for the Ralph
Parsons Trust assigned to Tower Energy Corporation, all of assignor's interest of every
nature and kind in Weld County,Colorado including the W/2E/2 of Section 23,Township 6
North,Range 66 West,among other lands. The assignment does not contain a proportionate
reduction provision. There is no overriding royalty reserved.
43. By Assignment of Oil and Gas Leases and Bill of Sale dated March 22, 1993,
effective January 1, 1993 and recorded June 1, 1993 in Book 1385,Frame 704 at Reception
No. 2334976 of the Weld County records, Willis S. Brown assigned to Tower Energy
Corporation, all of assignor's interest of every nature and kind in Weld County, Colorado
including the W/2E/2 of Section 23,Township 6 North,Range 66 West,among other lands.
The assignment does not contain a proportionate reduction provision. There is no overriding
royalty reserved.
44. By Assignment,Bill of Sale and Conveyance dated May 28, 1993,effective
January 1, 1993 and recorded June 1, 1993 in Book 1385, Frame 706 at Reception No.
2334977 of the Weld County records,Tower Energy Corporation;Escobar Energy,Inc. and
Barbara S. Aubrey,Trustee under Trust Agreement dated April 26, 1993 assigned to SOCO
Wattenberg Corporation, all of assignor's interest of every nature and kind, now owned or
that may be acquired, in the E/2 of Section 23,Township 6 North, Range 66 West, among
other lands. The assignment covers Leases Nos.7,8 and 9. The assignment does not contain
a proportionate reduction provision. There is no overriding royalty reserved. The
assignment is subject to that Purchase and Sale Agreement dated April 28, 1993.
45. By Assignment of Oil and Bill of Sale dated October 28, 1994, effective
January 1, 1993 and recorded November 3, 1994 in Book 1466,Frame 10 at Reception No.
2413798 of the Weld County records,Lyco-MM 1986 Limited Partnership assigned to Lyco
Energy Corporation, all of assignor's right, title and interest in Leases Nos. 7, 8 and 9. The
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August 18, 2009
assignment does not contain a proportionate reduction provision. There is no overriding
royalty reserved. The assignment is subject to Development Agreement dated May 18, 1988
between assignor and assignee, and Gas Purchase Agreement dated March 31, 1990 between
Associated Natural Gas,Inc. and Lyco Energy Corporation.
46. By Assignment of Oil and Bill of Sale dated April 3, 1995,effective October
1, 1993 and recorded April 12, 1995 in Book 1487, Frame 51 at Reception No. 2433822 of
the Weld County records, Lyco 1987 Gulf Coast Limited Partnership-4 assigned to Lyco
Energy Corporation,all of assignor's right,title and interest in Leases Nos. 7, 8 and 9. The
assignment does not contain a proportionate reduction provision. There is no overriding
royalty reserved. The assignment is subject to Development Agreement dated May 18, 1988
between assignor and assignee.
47. By Assignment of Oil and Bill of Sale dated March 6, 1995,effective January
1, 1995 and recorded April 12, 1995 in Book 1487,Frame 52 at Reception No. 2433823 of
the Weld County records, James E. Redman assigned to Lyco Energy Corporation, all of
assignor's right,title and interest in Leases Nos.7,8 and 9. The assignment does not contain
a proportionate reduction provision. There is no overriding royalty reserved. The
assignment is subject to Development Agreement dated May 18, 1988 between assignor and
assignee.
48. By Assignment of Oil and Bill of Sale dated February 20, 1995, effective
January 1, 1995 and recorded April 12, 1995 in Book 1487, Frame 60 at Reception No.
2433831 of the Weld County records, James C. McCormick assigned to Lyco Energy
Corporation, all of assignor's right, title and interest in Leases Nos. 7, 8 and 9. The
assignment does not contain a proportionate reduction provision. There is no overriding
royalty reserved. The assignment is subject to Development Agreement dated May 18, 1988
between assignor and assignee.
49. By Assignment of Oil and Bill of Sale dated March 30, 1995, effective
January 1, 1995 and recorded April 12, 1995 in Book 1487, Frame 61 at Reception No.
2433832 of the Weld County records, TBC Energy Corporation assigned to Lyco Energy
Corporation, all of assignor's right, title and interest in Leases Nos. 7, 8 and 9. The
assignment does not contain a proportionate reduction provision. There is no overriding
royalty reserved. The assignment is subject to Development Agreement dated May 18, 1988
between assignor and assignee.
50. By Assignment of Oil and Bill of Sale dated April 7, 1995,effective January
1, 1995 and recorded April 12, 1995 in Book 1487,Frame 62 at Reception No. 2433833 of
the Weld County records, Lyco-N Acquisition 1988 Limited Partnership assigned to Lyco
Energy Corporation,all of assignor's right,title and interest in Leases Nos. 7, 8 and 9. The
assignment does not contain a proportionate reduction provision. There is no overriding
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August 18, 2009
royalty reserved. The assignment is subject to Development Agreement dated May 18, 1988
between assignor and assignee.
51. By Assignment, Conveyance and Bill of Sale dated July 16, 1999,effective
July 1, 1999 and recorded July 1, 1999 at Reception No. 2707572 of the Weld County
records, Lyco Energy Corporation assigned to Thomas Operating Company, Inc., all of
assignor's right,title and interest in Leases Nos.7,8 and 9. The assignment does not contain
a proportionate reduction provision. There is no overriding royalty reserved.
52. By Assignment, Conveyance and Bill of Sale dated October 21, 1999,
effective July 1, 1999 and recorded March 5, 2001 at Reception No. 2823841 of the Weld
County records,Thomas Operating Company,Inc.assigned to Thomas Production Company,
LLC,all of assignor's right,title and interest in Leases Nos.7, 8 and 9. The assignment does
not contain a proportionate reduction provision. There is no overriding royalty reserved.
53. By Assignment of Lease Interest dated March 31,2001,effective January 1,
2001 and recorded April 9, 2001 at Reception No. 2839052 of the Weld County records,
Equity Resources Group, by Equity, Inc., General Partner assigned to Resources
Development Group, 12.25%WI and 9.1875%NRI in and to the SW/4NE/4 of Section 23,
Township 6 North,Range 66 West, 6th P.M. and the Eldridge#2-23 Well. The assignment
does not contain a proportionate reduction provision. There is no overriding royalty
reserved.
54. By Assignment and Bill of Sale dated November 4,2002,effective November
1, 2002 and recorded November 5, 2002 at Reception No. 3002700 of the Weld County
records,Thomas Production Company,LLC assigned to Bonanza Creek Oil Company,LLC
(75%) and Matrix Las Cienegas, L.P. (25%), all of assignor's right, title and interest in
Leases Nos. 7, 8 and 9. The assignment does not contain a proportionate reduction
provision. There is no overriding royalty reserved. Reference to joint operating agreements,
gas contracts and liquids contracts were made in the assignment.
55. By Assignment and Bill of Sale dated May 22, 2003,effective November 1,
2002 and recorded July 28, 2003 at Reception No. 3088377 of the Weld County records,
Resources Development Group assigned to Bonanza Creek Oil Company, LLC, all of
assignor's right,title and interest in Leases Nos.7,8 and 9. The assignment does not contain
a proportionate reduction provision. There is no overriding royalty reserved.
56. By Assignment and Bill of Sale dated February 26,2004,effective January 1,
2004 and recorded March 15,2004 at Reception No. 3161739 of the Weld County records,
Matrix Las Cienegas Limited Partnership assigned to Bonanza Creek Oil Company,LLC,all
of assignor's right, title and interest in Leases Nos. 7, 8 and 9. The assignment does not
contain a proportionate reduction provision. There is no overriding royalty reserved. The
assignment is subject to Purchase and Sale Agreement dated February 26, 2004.
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August 18, 2009
57. By Assignment and Bill of Sale dated March 1, 2004 and recorded April 21,
2004 at Reception No. 3172382 of the Weld County records,Bonanza Creek Oil Company,
LLC assigned to Bonanza Creek Operating Company,LLC, all of assignor's right,title and
interest in Leases Nos.7, 8 and 9. The assignment does not contain a proportionate reduction
provision. There is no overriding royalty reserved.
58. By Assignment,Bill of Sale and Conveyance dated June 1,2005 and recorded
November 23,2005 at Reception No.3342376 of the Weld County records,Bonanza Creek
Operating Company,LLC, a California limited liability company, assigned to TARN E&P
Holdings,LP,a Texas limited partnership,all right,title and interest in Leases Nos.7, 8 and
9, among other leases and interests. The assignment does not contain a proportionate
reduction provision. There is no overriding royalty reserved. The assignment is subject to
Purchase and Sale Agreement dated effective June 1, 2005.
59. By Assignment,Conveyance and Bill of Sale dated November 22,2005 and
recorded December 19,2005 at Reception No.3348520 of the Weld County records,TARN
E&P Holdings, LP, a Texas limited partnership assigned to Alexander Energy, a Nevada
partnership and James W.Alexander,Trustee of the James W.Alexander Living Trust, 1.0%
of assignor's right,title and interest in the proportions of Alexander Energy(83.1818%)and
James W. Alexander,Trustee(16.8182%),in Leases Nos.7,8 and 9,among other leases and
interests. The assignment does not contain a proportionate reduction provision. There is no
overriding royalty reserved.
60. There appears of record in Weld County a Certificate of Merger executed by
the Secretary of State of the State of Delaware, reflecting that SOCO Wattenburg
Corporation merged with and into Noble Energy Production, Inc., with Noble being the
surviving corporation. The Certificate is dated October 1,2007 and was recorded January 7,
2008 at Reception No. 3527696 of the county records.
61. There appears of record in Weld County a Certificate of Ownership executed
by the Secretary of State of the State of Delaware,reflecting that Noble Energy Production,
Inc.merged into and became Noble Energy,Inc. The Certificate is dated September 2,2007
and was recorded January 1, 2008 at Reception No. 3527697 of the county records.
ASSIGNMENTS OF OVERRIDING ROYALTY INTEREST
As to Leases Nos. 1, 2 and 3
1. By Assignment of Overriding Royalty Interest dated June 25, 1982,recorded
June 30, 1982 in Book 971 at Reception No. 1896173 of the county records, Cache
Resources,Inc. assigned to Louis C. Riekers, an overriding royalty of 118th of 1%under the
terms of Oil and Gas Lease No. 1.
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August 18, 2009
2. By Assignment of Overriding Royalty Interest dated June 25, 1982,recorded
June 30, 1982 in Book 971 at Reception No. 1896174 of the county records, Cache
Resources, Inc. assigned to Georgia Held, an overriding royalty of 1/8h of 1% under the
terms of Oil and Gas Lease No. 1.
3. By Amended Assignment of Overriding Royalty Interest dated June 25, 1982,
recorded January 1, 1983 in Book 986 at Reception No. 1914764 of the county record,Cache
Resources, Inc. amended Assignment of Overriding Royalty No. 1 to include Oil and Gas
Lease No. 1 in its coverage.
4. By Amended Assignment of Overriding Royalty Interest dated June 25, 1982,
recorded January 18, 1983 in Book 986 at Reception No. 1914763 of the county records,
Cache Resources,Inc. amended Assignment of Overriding Royalty No.2,above,to include
Oil and Gas Lease No. 1 in its coverage.
5. By Personal Representative's Deed dated July 14, 1993, recorded July 16,
1993 in Book 1392 at Reception No. 2341375 of the county records, Barbara J. Riekers,
Personal Representative of the Estate of Lewis C.Riekers,assigned to Barbara J.Riekers,an
individual,the entire overriding royalty interest obtained by Lewis C.Riekers in Assignments
Nos. 1 and 3, above.
6. Note that subject to the title comments and requirements set out below, the
overriding royalty interest reserved in Assignment of Lease No. 1, 2 and3 set out in
Assignment No. 1 under that topic was assigned down through the chain of title and merged
into the working interest of Foundation Energy Fund I, LLC.
As to Lease No. 4
1. By Assignment dated February 10, 1983,recorded February 18, 1983 in Book
989 at Reception No. 1917986 of the county records, Bellweather Exploration Company
assigned to BEC General Employee Royalty Pool, an overriding royalty of 1/4a`of 1.5%of
8/8ths under the terms of Oil and Gas Lease No. 4.
2. By Assignment of Overriding Royalty dated February 10, 1983, recorded
February 18, 1983 in Book 989 at Reception No. 1917987 of the county records,Bellweather
Exploration Company assigned to George W.Aubrey,an overriding royalty of 1/8h of 1.5%
of 8/8ths under the terms of Oil and Gas Lease No. 4.
3. By Assignment of Overriding Royalty dated February 10, 1983, recorded
February 18, 1983 in Book 989 at Reception No. 1917988 of the county records,Bellweather
Exploration Company assigned to Alan B. Nicol, an overriding royalty of 118th of 1.5% of
8/8ths under the terms of Oil and Gas Lease No. 4.
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August 18, 2009
4. By Assignment of Overriding Royalty dated February 10, 1983, recorded
February 18, 1983 in Book 989 at Reception No. 1917989 of the county records,Bellweather
Exploration Company assigned to Paul E.McRill,an overriding royalty of 1/8t of 1.5% of
8/8ths under the terms of Oil and Gas Lease No. 4.
5. By Assignment of Overriding Royalty dated February 10, 1983, recorded
February 18, 1983 in Book 989 at Reception No. 1917990 of the county records,Bellweather
Exploration Company assigned to Roger Hively, an overriding royalty of 1/8t of 1.5% of
8/8ths under the terms of Oil and Gas Lease No. 4.
6. By Assignment of Overriding Royalty dated February 10, 1983, recorded
February 18, 1983 in Book 989 at Reception No. 1917991 of the county records,Bellweather
Exploration Company assigned to George W.Aubrey,an overriding royalty of 1/8t of 1.5%
of 8/8ths under the terms of Oil and Gas Lease No. 4.
7. By Assignment of Overriding Royalty dated February 10, 1983, recorded
February 18, 1983 in Book 989 at Reception No. 1917992 of the county records,Bellweather
Exploration Company assigned to Michael J.Foy,as guardian for Jennifer E.Foy under the
provisions of the Uniform Gifts to Minors Act, an overriding royalty of 1/8t of 1.5% of
8/8ths under the terms of Oil and Gas Lease No. 4.
8. By Assignment dated September 16, 1986, effective July 1, 1986, and
recorded September 19, 1986 in Book 1128 at Reception No.2070113 of the county records,
Roger E. Hively assigned to the PBD 1986 Royalty, his entire 0.1875% overriding royalty
interest in Oil and Gas Lease No. 4.
9. By Assignment dated September 25, 1987,effective September 1, 1987,and
recorded November 2, 1987 in Book 1175 at Reception No. 2119774 of the county records,
George W. Aubrey assigned to Robert W. Lewis, one-half of 0.1875% overriding royalty
under the terms of Lease No.4.
10. By Assignment dated September 25, 1987,effective September 1, 1987,and
recorded October 26, 1987 in Book 1174 at Reception No. 2118885 of the county records,
George W. Aubrey assigned to R. Robert Smith, an overriding royalty of one-half of
0.1875%under the terms of Oil and Gas Lease No.4.
11. By Assignment of Overriding Royalty dated October 30, 1992,effective July
1, 1992, and recorded December 10, 1992 in Book 1362 at Reception No. 2314203 of the
county records,Paul E.McRil1 assigned to Escobar Energy,Inc.,his entire overriding royalty
of 1/8t of 1.5% of 8/8ths under the terms of Oil and Gas Lease No. 4.
12. By Assignment dated October 30, 1992,effective July 1, 1992,and recorded
December 10, 1992 in Book 1362 at Reception No. 2314202 of the county records,Alan B.
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August 18, 2009
Nicol assigned to Escobar Energy,Inc_, his entire 118th of 1.5% overriding royalty under the
terms of Oil and Gas Lease No. 4.
13. By Assignment dated October 30, 1992,effective July 1, 1992,and recorded
December 10, 1992 in Book 1362 at Reception No.2314204 of the county records,R.Robert
Smith assigned to Escobar Energy,Inc.,his entire 118th of 1.5% overriding royalty under the
terms of Oil and Gas Lease No. 4.
14. By Assignment of Net Profits Interest dated January 22, 1986, recorded
January 23, 1986 in Book 1100 at Reception No.2040181 of the county records,Bracewell
Development Corporation assigned a net profits interest of 5%on wells spudded on or after
October 1, 1985,and 20%on certain other wells on the subject lands,to the following parties
in the following percentages:
Phoenix Mutual Life Insurance Company 53 1/3rd%
Phoenix American Life Insurance Company 13 rd
State Street Bank and Trust, trustee for Continental
Airlines Pension Fund 13 113rd %
Society for Savings 20%
15. By Re-Assignment of Net Profits Interest dated effective July 1, 1992,
recorded June 1, 1993 in Book 1385 at Reception No. 2334964 of the county records,
Phoenix Mutual Life Insurance Company,Phoenix American Life Insurance Company and
Society for Savings re-assigned to Escobar Energy, Inc., all of their overriding royalty net
profits interest obtained in Assignment No. 14, above.
16. By Assignment of Net Profits Interest dated effective July I, 1992,recorded
July 23, 1993 in Book 1388 at Reception No. 2338176 of the county records, State Street
Bank and Trust, as trustee for Continental Airlines Pension Fund, re-assigned to Escobar
Energy, Inc., all of its net profits interest as obtained in Assignment No. 14, above.
17. By Conveyance of Overriding Royalty Interest dated effective April 1, 1993,
recorded April 27, 1993 in Book 1380 at Reception No. 2330512 of the county records,
Escobar Energy,Inc. assigned to Barbara S. Aubrey,trustee under Trust Agreement of April
22, 1993 (later corrected to April 26, 1993) a royalty equal to 66.66% of the net profits
attributable to 25%of assigned owner's interest in Oil and Gas Lease No.4,and other leases.
(This Assignment was re-assigned to merge with the working interest by Assignment No.35
of Oil and Gas Lease No. 4, described above.)
18. By Assignment of Overriding Royalty Interest dated May 17, 1993,effective
July 1, 1992, and recorded June 1, 1993 in Book 1385 at Reception No. 2334966 of the
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August 18, 2009
county records, Bellwether Exploration Company, individually and as Trustee of the BEC
General Employee Royalty Pool assigned to Escobar Energy, Inc., all of its right, title and
interest in and to all of Township 6 North,Range 66 West,6th P.M.,and other lands,without
reservation. The parties intend for any overriding royalty interests herein conveyed to
Escobar to merge with any leasehold interest which is now owned or hereafter acquired by
Escobar. The assignment is delivered in furtherance of a Purchase and Sale Agreement
between Bellwether and Escobar dated December 11, 1992.
19. By Assignment dated effective July 24, 2007, recorded August 28, 2007 at
Reception No. 3500227 of the county records, Robert W. Lewis assigned to Noble Energy
Production, Inc., his entire overriding royalty interest under the terms of Oil and Gas Lease
No. 4.
As to Lease No. 5
1. By Assignment of Overriding Royalty dated May 9, 1983,recorded May 11,
1983 in Book 996 at Reception No. 1926611 of the Weld County records, Bellwether
Exploration Company assigned to George Aubrey an overriding royalty interest equal to 1/8
of 1.5% of 87.5%, or 0.1640625%, specifying a depth limitation of the Codell formation,
subject to proportionate reduction. The assignment covers the NW/4NE/4 of Section 26,and
other lands, and contains an extension and renewal clause. The assigned overriding royalty
interest is subject to reduction or forfeiture if the assignee's employment with assignor
terminated. See Title Comment and Requirement No. 13.
2. By Assignment of Overriding Royalty dated May 9, 1983,recorded May 11,
1983 in Book 996 at Reception No. 1926612 of the Weld County records, Bellwether
Exploration Company assigned to Alan B.Nicol an overriding royalty interest equal to 1/8 of
1.5% of 87.5%, or 0.1640625%, specifying a depth limitation of the Codell formation,
subject to proportionate reduction. The assignment covers the NW/4NE/4 of Section 26,and
other lands, and contains an extension and renewal clause. The assigned overriding royalty
interest is subject to reduction or forfeiture if the assignee's employment with assignor
terminated. See Title Comment and Requirement No. 13.
3. By Assignment of Overriding Royalty dated May 9, 1983, recorded May 11,
1983 in Book 996 at Reception No. 1926613 of the Weld County records, Bellwether
Exploration Company assigned to Michael J. Foy an overriding royalty interest equal to 1/8
of 1.5% of 87.5%, or 0.1640625%, specifying a depth limitation of the Codell formation,
subject to proportionate reduction. The assignment covers the NW/4NE/4 of Section 26,and
other lands, and contains an extension and renewal clause. The assigned overriding royalty
interest is subject to reduction or forfeiture if the assignee's employment with assignor
terminated. See Title Comment and Requirement No. 13.
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4. By Assignment of Overriding Royalty dated May 9, 1983,recorded May 11,
1983 in Book 996 at Reception No. 1926614 of the Weld County records, Bellwether
Exploration Company assigned to Paul E. McRill an overriding royalty interest equal to 1/8
of 1.5% of 87.5%, or 0.1640625%, specifying a depth limitation of the Code11 formation,
subject to proportionate reduction. The assignment covers the NW/4NE/4 of Section 26,and
other lands, and contains an extension and renewal clause. The assigned overriding royalty
interest is subject to reduction or forfeiture if the assignee's employment with assignor
terminated. See Title Comment and Requirement No. 13.
5. By Assignment of Overriding Royalty dated May 9, 1983,recorded May 11,
1983 in Book 996 at Reception No. 1926615 of the Weld County records, Bellwether
Exploration Company assigned to Roger Hively an overriding royalty interest equal to 1/8 of
1.5% of 87.5%, or 0.1640625%, specifying a depth limitation of the Code11 formation,
subject to proportionate reduction. The assignment covers the NW/4NE/4 of Section 26,and
other lands, and contains an extension and renewal clause. The assigned overriding royalty
interest is subject to reduction or forfeiture if the assignee's employment with assignor
terminated. See Title Comment and Requirement No. 13.
6. By Assignment of Overriding Royalty dated May 9, 1983,recorded May 11,
1983 in Book 996 at Reception No. 1926616 of the Weld County records, Bellwether
Exploration Company assigned to George W.Aubrey an overriding royalty interest equal to
1/8 of 1.5%of 87.5%,or 0.1640625%,specifying a depth limitation of the Codell formation,
subject to proportionate reduction. The assignment covers the NW/4NE/4 of Section 26,and
other lands,and contains an extension and renewal clause. The assigned overriding royalty
interest is subject to reduction or forfeiture if the assignee's employment with assignor
terminated. See Title Comment and Requirement No. 13.
7. By Assignment of Overriding Royalty dated May 9, 1983,recorded May 11,
1983 in Book 996 at Reception No. 1926617 of the Weld County records, Bellwether
Exploration Company assigned to BEC General Employee Royalty Pool an overriding
royalty interest equal to 1/4 of 1.5% of 87.5%, or 0.328125%, specifying a depth limitation
of the Codell formation. The assignment covers the NW/4NE/4 of Section 26, and other
lands, and contains an extension and renewal clause.
8. By Assignment of Overriding Royalty dated February 10, 1984,effective date
of first production,recorded February 22, 1984 in Book 1021 at Reception No. 1956758 of
the Weld County records, General Atlantic Energy Corporation assigned to J. Paul Hayden
(0.375% of 8/8ths), Kerry L. Phelps (0.375% of 8/8ths), David L. Gerry (0.33333% of
8/8ths),Robert Ronald Rivers(0.33333%of 8/8ths)and Dennis R.Campbell(0.33333%of
8/8ths),an overriding royalty interest equal to 1.75%,divided among the assignees as shown
above, proportionately reduced if a tease covers less than the full mineral interest or if the
assignor owns less that the full working interest under a lease. The assignment covers the
NW/4NE/4 of Section 26, and other lands. This instrument corrects an assignment of
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August 18, 2009
overriding royalty dated June 14, 1983,recorded in Book 1000 at Reception No. 1931408 of
the Weld County records, which incorrectly described the lands as in Township 5 North,
rather than Township 6 North; this assignment is "in lieu of and replaces" the earlier
assignment. The assignment allows pooling of the assigned interest in accordance with the
terms of the oil and gas lease.
9. By Assignment of Overriding Royalty dated January 22, 1986, recorded
January 23, 1986 in Book 1100, Reception No. 2040181 of the Weld County records,
Bracewell Development Corporation assigned to Phoenix Mutual Life Insurance Company
(53 1/3%), Phoenix American Life Insurance Company (13 1/3%), State Street Bank and
Trust, Trustee for Continental Airlines Pension Fund (13 1/3%) and Society for Savings
(20%),a 5%net profits interest in certain"Weld County Interests",which includes any well
on the NW/4NE/4 of Section 26 spudded on or after October 1, 1985,and a 20%net profits
interest in certain"Subject Interests";the Walter Jones#1-26 well is included in Exhibit A to
the instrument. This assignment covers the NW/4NE/4 of Section 26, and other lands.
"Existing Well" is defined to include oil and gas wells described on Exhibit A to the
assignment and the production therefrom and the oil and gas leasehold estate underlying the
right to such production and any replacement or substitute thereof, but expressly excludes
any infill well and production therefrom other than one of the "New Wells" (which among
other requirement were wells producing hydrocarbons for sale by October 1, 1986). "Net
Profits"means the amount by which the"Credits"listed for a particular property or group of
properties during a specified time exceed the"Charges"listed for such property or properties
during the same time period. Assignor is required to notify assignees 60 days before the sale
or transfer of any of the "Properties" and may convey all or a substantial portion of its
interest in the"Properties"only with the express written consent of the owners of a majority
in interest of the aggregate Net Profits Interests, which consent may not be unreasonably
withheld.
10. By Assignment of Overriding Royalty dated September 16, 1986, effective
July 1, 1986,recorded September 19, 1986 in Book 1128 at Reception No. 2070113 of the
Weld County records,Roger E.Hively assigned to PBD 1986 Royalty,all of assignor's right,
title and interest,being 1/8 of 1.5%of 87.5%,or 0.1640625%,overriding royalty,specifying
a depth limitation of the Codell formation, subject to proportionate reduction. The
assignment covers the NW/4NE/4 of Section 26,and other lands,and contains an extension
and renewal clause. The assigned overriding royalty interest is subject to reduction or
forfeiture if the assignor's employment with Bellwether Exploration Company terminated.
See Title Comment and Requirement No. 13. The assignor gives a special warranty of title.
11. By Assignment of Overriding Royalty dated September 25, 1987,effective
September 1, 1987, recorded October 26, 1987 in Book 1174 at Reception No. 2118885 of
the Weld County records,George W.Aubrey assigned to R.Robert Smith,an undivided' of
0.16406%overriding royalty,or 0.0008203 net revenue interest,specifying a depth limitation
of the Codell formation, subject to proportionate reduction. The assignment covers the
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August 18, 2009
NW/4NE/4 of Section 26, and other lands, and contains an extension and renewal clause.
The assigned overriding royalty interest was subject to reduction or forfeiture if the
assignor's employment with Bellwether Exploration Company terminated. See Title
Comment and Requirement No. 13. The assignor gives a special warranty of title.
12. By Assignment of Overriding Royalty dated September 25, 1987, effective
September 1, 1987,recorded November 2, 1987 in Book 1175 at Reception No.2119774 of
the Weld County records,George W. Aubrey assigned to Robert W.Lewis, an undivided 1/2
of 0.16406% overriding royalty, or 0.0008203 net revenue interest, specifying a depth
limitation of the Codell formation, subject to proportionate reduction. The assignment
covers the NW/4NE/4 of Section 26,and other lands,and contains an extension and renewal
clause. The assigned overriding royalty interest was subject to reduction or forfeiture if the
assignor's employment with Bellwether Exploration Company terminated. See Title
Comment and Requirement No. 13. The assignor gives a special warranty of title.
13. By Assignment of Overriding Royalty dated October 30, 1992, effective
October 1, 1992,recorded December 10, 1992 in Book 1362 at Reception No. 2314200 of
the Weld County records,J.Paul Hayden assigned to Escobar Energy,Inc.,all of assignor's
right, title and interest in and to all overriding royalty interests owned by assignor in
described oil and gas leases,being a 0.375%of 12.5%overriding royalty in the Walter Jones
#1-26 well and under Lease No. 5 as to formations from the surface of the ground down to
the base of the Codell formation. The assignment covers the subject lands,and other lands.
The parties recite their intent that the assigned overriding royalty merge with and become
part of any leasehold interest then owned or thereafter acquired by assignee in the described
lands. The assignor gives a special warranty of title.
14. By Assignment of Overriding Royalty dated October 30, 1992, effective
October 1, 1992,recorded December 10, 1992 in Book 1362 at Reception No. 2314202 of
the Weld County records, Alan B. Nicol assigned to Escobar Energy,Inc., all of assignor's
right, title and interest in and to all overriding royalty interests owned by assignor in and to
all oil,gas and hydrocarbon substances produced,saved and sold from the wells described in
Exhibit A to the assignment and from any other wells then existing or thereafter drilled on
the specific 80-acre tracts described on Exhibit A or on lands pooled therewith, being a
0.1640625% overriding royalty in the Walter Jones #1-26 well and in the NW/4NE/4 of
Section 26,specifying a depth limitation of the Codell formation. The assignment covers the
NW/4NE/4 of Section 26, and other lands. The parties recite their intent that the assigned
overriding royalty merge with and become part of any leasehold interest then owned or
thereafter acquired by assignee in the described lands. The assigned overriding royalty
interest is subject to reduction or forfeiture if the assignor's employment with Bellwether
Exploration Company terminated. See Title Comment and Requirement No. 13. The
assignor gives a special warranty of title.
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August 18, 2009
15. By Assignment of Overriding Royalty dated October 30, 1992, effective
October 1, 1992,recorded December 10, 1992 in Book 1362 at Reception No. 2314203 of
the Weld County records,Paul E.McRill assigned to Escobar Energy,Inc., all of assignor's
right, title and interest in and to all overriding royalty interests owned by assignor in and to
all oil,gas and hydrocarbon substances produced,saved and sold from the wells described in
Exhibit A to the assignment and from any other wells then existing or thereafter drilled on
the specific 80-acre tracts described on Exhibit A or on lands pooled therewith, being a
0.1640625% overriding royalty in the Walter Jones #1-26 well and in the NW/4NE/4 of
Section 26,specifying a depth limitation of the Codell formation. The assignment covers the
NW/4NE/4 of Section 26, and other lands. The parties recite their intent that the assigned
overriding royalty merge with and become part of any leasehold interest then owned or
thereafter acquired by assignee in the described lands. The assigned overriding royalty
interest is subject to reduction or forfeiture if the assignor's employment with Bellwether
Exploration Company terminated. See Title Comment and Requirement No. 13. The
assignor gives a special warranty of title.
16. By Assignment of Overriding Royalty dated October 30, 1992, effective
October 1, 1992, recorded December 10, 1992 in Book 1362 at Reception No. 2314204 of
the Weld County records,R.Robert Smith assigned to Escobar Energy,Inc.,all of assignor's
right, title and interest in and to all overriding royalty interests owned by assignor in and to
all oil,gas and hydrocarbon substances produced,saved and sold from the wells described in
Exhibit A to the assignment and from any other wells then existing or thereafter drilled on
the specific 80-acre tracts described on Exhibit A or on lands pooled therewith, being a
0.08203125% overriding royalty in the Walter Jones #1-26 well and in the NW/4NE/4 of
Section 26,specifying a depth limitation of the Code11 formation. The assignment covers the
NW/4NE/4 of Section 26, and other lands. The parties recite their intent that the assigned
overriding royalty merge with and become part of any leasehold interest then owned or
thereafter acquired by assignee in the described lands. The assigned overriding royalty
interest is subject to reduction or forfeiture if George W. Aubrey's employment with
Bellwether Exploration Company terminated. See Title Comment and Requirement No. 13.
The assignor gives a special warranty of title.
17. By Conveyance of Overriding Royalty Interest April 26, 1993,dated effective
January 1, 1993, recorded April 27, 1993 in Book 1380 at Reception No. 2230512 of the
county records,Escobar Energy,Inc, assigned to Barbara S. Aubrey,as Trustee under Trust
Agreement dated April 22, 1993, an overriding royalty equivalent to 66 213`d% of the net
profits,if any,attributed to its interest in the NW/4NE/4 of Section 26,and other lands. This
Assignment was corrected by Instrument recorded in Book 1382 at Reception No.2332018
of the county records to change the date of the Trust Agreement to April 26, 1993.
18. By Reassignment of Net Profits Interest dated May 18, 1993,dated effective
July 1, 1992, and recorded June 1, 1993 in Book 1385 at Reception No. 2334964 of the
county records, Phoenix Home Life Mutual Insurance Company, as successor to Phoenix
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August 18, 2009
Mutual Life Insurance Company,Phoenix American Life Insurance Company and Society for
Savings reassigned to Escobar Energy,Inc.,all of their overriding royalty net profits interest
obtained in Assignment No. 9, above. The parties intend for any net profits or similar
interests herein conveyed to Escobar to merge with any leasehold interest which is now
owned or hereafter acquired by Escobar.
19. By Assignment of Overriding Royalty Interest dated May 17, 1993,effective
July 1, 1992, and recorded June 1, 1993 in Book 1385 at Reception No. 2334966 of the
county records, Bellwether Exploration Company, individually and as Trustee of the BEC
General Employee Royalty Pool assigned to Escobar Energy, Inc., all of its right, title and
interest in and to all of Township 6 North,Range 66 West,6th P.M.,and other lands,without
reservation. The parties intend for any overriding royalty interests herein conveyed to
Escobar to merge with any leasehold interest which is now owned or hereafter acquired by
Escobar. The assignment is delivered in furtherance of a Purchase and Sale Agreement
between Bellwether and Escobar dated December 11, 1992.
20. By Assignment, Bill of Sale and Conveyance dated May 28, 1993, dated
effective January 1, 1993,and recorded July 1, 1993 in Book 1385 at Reception No.2334977
of the Weld County records,Tower Energy Corporation,Escobar Energy,Inc.and Barbara S.
Aubrey, as Trustee under a Trust Agreement dated April 26, 1993 assigned to SOCO
Wattenberg Corporation all of assignor's right, title and interest in and to Lease No. 5, and
other leases, now owned or hereafter acquired by assignor, including,but not limited to,all
fee,mineral,royalty, overriding royalty,net profits and other interests, without reservation.
This assignment specifically includes any interest to be assigned to Escobar Energy, Inc.
from H.L. Willett.
21. By Reassignment of Net Profits Interest dated May 18, 1993,dated effective
July 1, 1992, and recorded June 23, 1993 in Book 1388 at Reception No. 2338176 of the
county records, State Street Bank and Trust, as Trustee for Continental Airlines Pension
Fund reassigned to Escobar Energy, Inc., all of its net profits interest as obtained in
Assignment No. 9, above. The parties intend for any net profits or similar interests herein
conveyed to Escobar to merge with any leasehold interest which is now owned or hereafter
acquired by Escobar.
22. By Assignment of Overriding Royalty dated July 26, 1995,dated effective as
of the date of first production,and recorded October 6, 1995 in Book 1514 at Reception No.
2458620 of the Weld County records, H.L. Willett assigned to SOCO Wattenberg
Corporation 50% of his right, title and interest in and to all overriding royalty interests
attributable to Lease No. 5 covering the NW/4NE/4 of Section 26,and other lands,and other
leases,from the surface to the base of the Code11 Formation,reserving 50%of his interest in
and to Lease No. 5 from the surface to the base of the Code11 Formation and 100% of his
interest below the base of the Code11 Formation.
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August 18, 2009
23. There appears of record in Weld County a Certificate of Merger executed by
the Secretary of State of the State of Delaware, reflecting that SOCO Wattenburg
Corporation merged with and into Noble Energy Production, Inc., with Noble being the
surviving corporation. The Certificate is dated October I,2007 and was recorded January 7,
2008 at Reception No. 3527696 of the county records.
24. By Assignment and Bill of Sale dated July 24,2007 and recorded August 28,
2007 at Reception No. 3500227 of the Weld County records,Robert W. Lewis assigned to
Noble Energy Production,Inc. all of his right,title and interest in and to Lease No.5,limited
to the Codell Formation, and other leases.
25. There appears of record in Weld County a Certificate of Ownership executed
by the Secretary of State of the State of Delaware,reflecting that Noble Energy Production,
Inc.merged into and became Noble Energy,Inc. The Certificate is dated September 2,2007
and was recorded January 1, 2008 at Reception No. 3527697 of the county records.
As to Lease No. 6
None of record.
As to Leases Nos. 7, 8 and 9
1. By Assignment of Overriding Royalty Interest dated February 17, 1983,
recorded September 21, 1983 in Book 1008, Frame 533 at Reception No. 1941127 of the
Weld County records,Elwood Oil Company assigned to Jack D.Eldridge a 5.0%overriding
royalty interest in Lease No.8. The assignment contains a proportionate reduction provision.
2. By Assignment of Overriding Royalty Interest dated November 14, 1983,
recorded December 2, 1983 in Book 1014, Frame 1753 at Reception No. 1948813 of the
Weld County records, Jack D. Eldridge assigned to Robert F. Eldridge and Harvey P.
Eldridge, Jr., each a 1.66% overriding royalty interest in Lease No. 8. The assignment
contains a proportionate reduction provision.
3. By Corrected Assignment of Overriding Royalty Interest dated January 10,
1984,recorded February 17, 1984 in Book 1021,Frame 702 at Reception No. 1956547 of the
Weld County records, Jack D. Eldridge assigned to Robert F. Eldridge and Harvey P.
Eldridge, Jr., one-third of grantor's overriding royalty interest under the E/2 of Section 23,
Township 6 North,Range 66 West. The assignment covers Leases Nos.7,8 and 9 pursuant
to Codell Pooling Agreement. The assignment contains a proportionate reduction provision.
The assignment was given to correct that assignment at Reception No. 1948813 to clarify the
overriding royalty conveyed.
4. By Assignment of Net Profits Interest dated January 22, 1986, recorded
January 23, 1986 in Book 1100, Frame 868 at Reception No. 2040181 of the Weld County
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August 18, 2009
records, Bracewell Development Corporation assigned to Phoenix Mutual Life Insurance
Company (53 1/3%); Phoenix American Life Insurance Company (12 1/3%); State Street
Bank and Trust, Trustee for Continental Airlines Pension Fund (13 1/3%) and Society for
Savings(20%),25%net profits interest in Leases Nos. 7, 8 and 9 pursuant to Codell Pooling
Agreement. The assignment contains a proportionate reduction provision.
5. By Assignment of Overriding Royalty Interest dated December 21, 1986,
recorded February 11, 1987 in Book 1146,Frame 171 at Reception No.2088156 of the Weld
County records, Bellwether Exploration Company assigned to Bellwether Exploration
Company,Trustee for BEC General Employee Royalty Pool,a 0.39063%overriding royalty
in Leases Nos. 7, 8 and 9 pursuant to Codell Pooling Agreement and the W/2E/2 of Section
23,Township 6 North,Range 66 West. The assignment contains a proportionate reduction
provision. The overriding royalty is limited to production from the described lands and does
not extend to production from other lands within the pooled areas.
6. By Assignment of Overriding Royalty Interest dated December 21, 1986,
recorded February 11, 1987 in Book 1146,Frame 174 at Reception No.2088157 of the Weld
County records, Bellwether Exploration Company assigned to Bellwether Exploration
Company,Trustee for BEC General Employee Royalty Pool,a 0.51216%overriding royalty
in Leases Nos. 7, 8 and 9 pursuant to Codell Pooling Agreement and the E/2E/2 of Section
23,Township 6 North,Range 66 West. The assignment contains a proportionate reduction
provision. The overriding royalty is limited to production from the described lands and does
not extend to production from other lands within the pooled areas.
7. By Assignment of Overriding Royalty Interest dated December 21, 1986,
recorded February 11, 1987 in Book 1146,Frame 177 at Reception No.2088158 of the Weld
County records,Bellwether Exploration Company assigned to George Aubrey(0.15625%),
Alan B. Nicol (0.15625%), George W. Aubrey (0.15625%), Robert W. Richardson
(0.06077%), Lynda C. Whipple (0.06077%), Anthony W. Sharp (0.06076%), Daniel D.
Reichell (0.06076%), Scott Kramer (0.06076%) and Ed Grubb (0.06076%), overriding
royalties in the noted amounts, as to Leases Nos. 7, 8 and 9 pursuant to Codell Pooling
Agreement and the E/2 of Section 23,Township 6 North,Range 66 West. The assignment
contains a proportionate reduction provision.
8. By Assignment of Overriding Royalty Interest dated December 21, 1986,
recorded February 11, 1987 in Book 1146,Frame 180 at Reception No.2088159 of the Weld
County records,Bellwether Exploration Company assigned to Michael J.Foy,Custodian for
Jennifer E. Foy, a 0.15625% overriding royalty as to Leases Nos. 7, 8 and 9 pursuant to
Codell Pooling Agreement and the W/2E/2 of Section 23, Township 6 North, Range 66
West. The assignment contains a proportionate reduction provision. Overriding royalty is
limited to production from the described lands and does not extend to production from other
lands within the pooled area.
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9. By Assignment of Overriding Royalty Interest dated December 21, 1986,
recorded February 11, 1987 in Book 1146,Frame 183 at Reception No.2088160 of the Weld
County records, Bellwether Exploration Company assigned to Michael J. Foy or Paula J.
Foy, a 0.15625%overriding royalty as to Leases Nos.7, 8 and 9 pursuant to Codell Pooling
Agreement and the E/2E/2 of Section 23, Township 6 North, Range 66 West. The
assignment contains a proportionate reduction provision. Overriding royalty is limited to
production from the described lands and does not extend to production from other lands
within the pooled area.
10. By Assignment of Overriding Royalty Interest dated December 21, 1986,
recorded February 11, 1987 in Book 1146,Frame 186 at Reception No.2088161 of the Weld
County records, Bellwether Exploration Company assigned to Mark Eitel, a 0.06076%
overriding royalty as to Leases Nos.7, 8 and 9 pursuant to Codell Pooling Agreement and the
W/2E/2 of Section 23, Township 6 North, Range 66 West. The assignment contains a
proportionate reduction provision. Overriding royalty is limited to production from the
described lands and does not extend to production from other lands within the pooled area.
11. By Assignment of Overriding Royalty Interest dated December 21, 1986,
recorded February 11, 1987 in Book 1146,Frame 189 at Reception No.2088162 of the Weld
County records, Bellwether Exploration Company assigned to Paul McRill, a 0.06076%
overriding royalty as to Leases Nos.7,8 and 9 pursuant to Codell Pooling Agreement and the
W/2E/2 of Section 23, Township 6 North, Range 66 West. The assignment contains a
proportionate reduction provision. Overriding royalty is limited to production from the
described lands and does not extend to production from other lands within the pooled area.
12. By Assignment of Overriding Royalty Interest dated December 21, 1986,
recorded February 11, 1987 in Book 1146,Frame 192 at Reception No.2088163 of the Weld
County records, Bellwether Exploration Company assigned to PBD 1986 Royalty, a
0.15625% overriding royalty as to Leases Nos. 7, 8 and 9 pursuant to Codell Pooling
Agreement and the E/2 of Section 23,Township 6 North,Range 66 West. The assignment
contains a proportionate reduction provision.
13. By Assignment of Overriding Royalty Interests dated May 1, 1987,recorded
May 5, 1987 in Book 1155, Frame 1430 at Reception No. 2098434 of the Weld County
records, Ellwood Oil Company assigned to Mark Development Company, Ltd., a 9.75%
overriding royalty as to Eldridge#1 Well located in the SW/4SE/4 of Section 23,Township 6
North,Range 66 West;Eldridge#2 Well located in the SE/4NE/4 of Section 23,Township 6
North, Range 66 West and the Eldridge #3 Well located in the NE/4NE/4 of Section 23,
Township 6 North, Range 66 West. The assignment does not contain a proportionate
reduction provision. The overriding royalty is limited to production from the referenced
wells.
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14. By Assignment of Overriding Royalty Interests dated May 1, 1987,recorded
May 5, 1987 in Book 1155, Frame 1431 at Reception No. 2098435 of the Weld County
records, Mark Development Company, Ltd. assigned to Oil Royalties, Inc., a 9.75%
overriding royalty as to Eldridge#1 Well located in the SW/4SE/4 of Section 23,Township 6
North,Range 66 West;Eldridge#2 Well located in the SE/4NE/4 of Section 23,Township 6
North, Range 66 West and the Eldridge#3 Well located in the NE/4NE/4 of Section 23,
Township 6 North, Range 66 West. The assignment does not contain a proportionate
reduction provision. The overriding royalty is limited to production from the referenced
wells.
15. By Assignment of Overriding Royalty Interests dated May 1, 1987,recorded
June 2, 1987 at Reception No. 2101885 of the Weld County records, Oil Royalties, Inc.
assigned to Petroleum Investments,Ltd,a 8.775%overriding royalty as to Eldridge#1 Well
located in the SW/4SE/4 of Section 23,Township 6 North,Range 66 West;Eldridge#2 Well
located in the SE/4NE/4 of Section 23,Township 6 North,Range 66 West and the Eldridge
#3 Well located in the NE/4NE/4 of Section 23, Township 6 North, Range 66 West. The
assignment does not contain a proportionate reduction provision. The overriding royalty is
limited to production from the referenced wells.
16. By Assignment of Overriding Royalty Interests dated May 12, 1987,recorded
June 5, 1987 in Book 1159, Frame 667 at Reception No. 2102471 of the Weld County
records, Elwood Oil Company assigned to Jack D. Eldridge (1/3) and Jay H. Underwood
(2/3),a 1.0%overriding royalty as to Leases Nos.7,8 and 9 insofar as they produce from the
Codell Formation in the Eldridge #4-28 Well located in the SE/4NE/4 of Section 23,
Township 6 North, Range 66 West or any subsequent well producing from the Codell
Formation further limited to a spacing unit comprised solely of the SE/4NE/4 of Section 23,
Township 6 North, Range 66 West. The assignment does not contain a proportionate
reduction provision. The overriding royalty is limited to production from the referenced
lands.
17. By Assignment of Overriding Royalty Interests dated March 17, 1987,
recorded June 17, 1987 in Book 1160, Frame 1075 at Reception No. 2103861 of the Weld
County records, Mark A. Eitel assigned to George W. Aubrey dba G.W. Operating Co. a
0.06076% overriding royalty as to Leases Nos. 7, 8 and 9 pursuant to Codell Pooling
Agreement and limited to the W/2E/2 of Section 23,Township 6 North,Range 66 West. The
assignment contains a proportionate reduction provision.
18. By Assignment of Overriding Royalty Interests dated September 25, 1987,
recorded October 26, 1987 in Book 1174,Frame 791 at Reception No.2118885 of the Weld
County records, George W. Aubrey assigned to R. Robert Smith, one-half of 0.15625%
overriding royalty as to Leases Nos.7,8 and 9 pursuant to Codell Pooling Agreement and the
E/2 of Section 23, Township 6 North, Range 66 West. The assignment contains a
proportionate reduction provision.
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19. By Assignment of Overriding Royalty Interests dated September 25, 1987,
recorded October 26, 1987 in Book 1175,Frame 918 at Reception No.2119774 of the Weld
County records, George W. Aubrey assigned to Robert W. Lewis, one-half of 0.15625%
overriding royalty as to Leases Nos.7,8 and 9 pursuant to Codell Pooling Agreement and the
E/2 of Section 23, Township 6 North, Range 66 West. The assignment contains a
proportionate reduction provision.
20. By Assignment of Overriding Royalty Interests dated May 1, 1988,recorded
May 20, 1988 in Book 1196,Frame 1755 at Reception No. 2141971 of the Weld County
records, Jack D. Eldridge and Jay H. Underwood assigned to Elwood Oil Company, all of
their overriding royalty as to Leases Nos. 7, 8 and 9. The assignment does not contain a
proportionate reduction provision.
21. By Partial Release of Assignment of Net Profits Interest dated December 29,
1986,recorded August 15, 1990 in Book 1272,Frame 1608 at Reception No.2223353 of the
Weld County records, Phoenix Mutual Life Insurance Company; Phoenix American Life
Insurance Company; State Street Bank and Trust,Trustee for Continental Airlines Pension
Fund and Society for Savings assigned to Bracewell Development Corporation, a 25%net
profits interest, as to Leases Nos. 7, 8 and 9 pursuant to Codell Pooling Agreement. The
assignment does contain a proportionate reduction provision.
22. By Mineral Deed dated December 4, 1992, recorded December 10, 1992 in
Book 1362,Frame unknown at Reception No. 2314111 of the Weld County records, Robert
F.Eldridge assigned to Robert F.Eldridge and Ruth E.Eldridge,joint tenants,all overriding
royalty owned under the SW/4SE/4,SW/4NE/4,NE/4NE/4,SFJ4NE/4,NE/4SE/4 of Section
23,Township 6 North,Range 66 West. The deed does not contain a proportionate reduction
provision.
23. By Conveyance of Overriding Royalty Interest dated April 26, 1993,recorded
April 27, 1993 in Book 13802,Frame 1273 at Reception No. 2330512 of the Weld County
records,Escobar Energy,Inc. assigned to Barbara S.Aubrey,Trustee under Trust Agreement
dated April 26, 1993,an overriding royalty equal to 66 2/3%of the net profits of 25%of the
interest owned by assignor in E/2 of Section 23, Township 6 North, Range 66 West. The
conveyance does not contain a proportionate reduction provision. We note that the dated of
the Trust was corrected by instrument filed of record at Book 1382,page 333,Reception No.
2332018.
24. By Reassignment of Net Profits Interest dated May 18,1993,recorded June 1,
1993 in Book 1385, Frame 669 at Reception No. 2334964 of the Weld County records,
Phoenix Mutual Life Insurance Company;Phoenix American Life Insurance Company and
Society for Savings assigned to Escobar Energy, Inc., all net profits interest acquired at
Reception No.2040181,as to Leases Nos.7,8 and 9 pursuant to Codell Pooling Agreement.
The conveyance does contain a proportionate reduction provision.
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25. By Assignment and Bill of Sale Overriding Royalty and Other Oil and Gas
Interests dated May 17, 1993, effective April 1, 1993 and recorded June 1, 1993 in Book
1385, Frame 680 at Reception No. 2334966 of the Weld County records, Bellwether
Exploration Company individually and as Trustee of the BEC General Employee Royalty
Pool assigned to Escobar Energy,Inc., all of assignor's interest of every nature and kind in
the E/2 of Section 23, Township 6 North, Range 66 West, among other lands. The
assignment does not contain a proportionate reduction provision.
26. By Assignment, Bill of Sale and Conveyance dated May 28, 1993,effective
January 1, 1993 and recorded June 1, 1993 in Book 1385, Frame 706 at Reception No.
2334977 of the Weld County records, Tower Energy Corporation; Escobar Energy, Inc.;
Barbara S.Aubrey,Trustee under Trust Agreement dated April 26, 1993 assigned to SOCO
Wattenberg Corporation, all of assignor's interest of every nature and kind, now owned or
that may be acquired, in the E/2 of Section 23, Township 6 North,Range 66 West, among
other lands. The assignment covers Leases Nos.7,8 and 9. The assignment does not contain
a proportionate reduction provision. The assignment is subject to a Purchase and Sale
Agreement dated April 28, 1993.
27. By Mineral Deed dated September 14,2001 and recorded September 17,2001
at Reception No. 2883934 of the Weld County records,Ruth E.Eldridge assigned to Ruth E.
Eldridge and Susan K. Harris, joint tenants, all royalty and overriding royalty in and to
SW/4SE/4,SW/4NE/4,NE/4NE/4,SE/4NE/4,NE/4SE/4 of Section 23,Township 6 North,
Range 66 West, 6th P.M. and multiple wells. The assignment does contain a proportionate
reduction provision.
28. By Assignment of Overriding Royalty Interest dated July 23, 2003 and
recorded August 4, 2003 at Reception No. 3091487 of the Weld County records,Daniel D.
Reichel assigned to Bonanza Creek Oil Company, LLC, all overriding royalty in the E/2 of
Section 23, Township 6 North, Range 66 West, 6th P.M., and multiple wells, as to Leases
Nos. 7, 8 and 9. The assignment does contain a proportionate reduction provision.
29. By Assignment of Overriding Royalty Interest dated March 22, 2004 and
recorded April 21, 2004 at Reception No. 3172383 of the Weld County records, Bonanza
Creek Operating Company, LLC assigned to Macquarie America Corp., a 4% overriding
royalty interest,reducible to 2% after recovery of$4 million, as to Leases Nos. 7, 8 and 9,
among other leases. The assignment does contain a proportionate reduction provision.
30. By Assignment and Quit Claim of Working,Mineral,Royalty and Overriding
Royalty Interests dated June 10, 2004,effective June 1, 2004 and recorded June 14, 2004 at
Reception No. 3188929 of the Weld County records,George Aubrey a.k.a. George Aubrey,
Sr. assigned to Escobar Energy,Inc.,all overriding royalty in Weld County,including under
the Ogilvey 1-23 and Eldridge 2-23 Wells. The assignment does contain a proportionate
reduction provision.
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31. By Reconveyance of Overriding Royalty Interest dated November 14,2005,
effective June 1, 2005 and recorded November 23, 2005 at Reception No. 3342373 of the
Weld County records, Macquarie Americas Corp. assigned to Bonanza Creek Operating
Company, LLC, all right, title and interest in Leases Nos. 7, 8 and 9, among other leases.
The assignment does not contain a proportionate reduction provision.
32. By Conveyance of Net Profits Overriding Royalty dated November 14,2005,
effective June 1, 2005 and recorded November 23, 2005 at Reception No. 3342374 of the
Weld County records, Macquarie Americas Corp. assigned to Bonanza Creek Operating
Company, LLC, all right, title and interest in Leases Nos. 7, 8 and 9, among other leases.
The assignment does not contain a proportionate reduction provision.
33. There appears of record in Weld County a Certificate of Merger executed by
the Secretary of State of the State of Delaware, reflecting that SOCO Wattenburg
Corporation merged with and into Noble Energy Production, Inc., with Noble being the
surviving corporation. The Certificate is dated October 1,2007 and was recorded January 7,
2008 at Reception No. 3527696 of the county records.
34. There appears of record in Weld County a Certificate of Ownership executed
by the Secretary of State of the State of Delaware,reflecting that Noble Energy Production,
Inc.merged into and became Noble Energy,Inc. The Certificate is dated September 2,2007
and was recorded January 1, 2008 at Reception No. 3527697 of the county records.
TITLE COMMENTS AND REQUIREMENTS
Note: All title comments and requirements from the prior title opinions have been satisfied,
were advisory only, or are dealt with in detail below.
1. Title to the lands in Section 26 was transferred into private ownership by
Patents dated prior to the date upon which the United States occasionally reserved oil and gas
minerals. Title to the lands in Section 23 was transferred into private ownership by virtue of
patents dated in the 19th century from the United States to Union Pacific Railway Company
and Union Pacific Railroad Company. These patents contain the following reservation:
Yet excluding and excepting from the transfer by these presents,"all mineral
lands" should any such be found to exist in the tracts described in the
foregoing but this exclusion and exception according to the terms of the
Statute "shall not be construed to include coal and iron lands".
Grants to the railroads of the odd numbered sections or of indemnity lands excluded
lands subject to prior claims or classified as mineral in character. On the basis of such
statutory exclusions, many of the patents issued to the railroads purported to exclude and
except "all mineral lands should any be found." In the leading case of Burke vs. Southern
Pacific Railroad, 234 U.S.669 (1914),it was held that the issuance of a patent constitutes a
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August 18, 2009
determination by the government that the lands covered thereby were deemed to be non-
mineral in character when the patent issued. It was further held that such patent conveyed the
entire title and that any such exceptions were void. Consequently,subsequent to the issuance
of the patents in this case, the United States has no claim to or jurisdiction over the oil and
gas deposits in the lands.
REQUIREMENT: None; advisory only.
2. All of the subject Leases are well beyond the expiration of their primary
terms. As you know,under Colorado law, the recording of oil,gas and mineral leases shall
not constitute notice of the lease to the public unless, prior to the expiration of six months
after the end of the primary term,the lessee records an affidavit showing that the term of the
lease has been extended.
As to Leases Nos. 1, 2 and 3, each of them had a primary term of one year and so
long thereafter and was dated in June or September of 1982. Each of these leases peanuts
pooling or unitization by filing a Declaration of Pooling prior to the end of the primary term.
There does appear a Declaration of Pooling dated December 3, 1983, recorded March 22,
1988 in Book 1189 at Reception No. 2134766, which is executed only by the lessee, Cache
Resources,Inc. This declaration would not serve to pool the leases because it was not filed
prior to the end of the primary terms of the leases. However,the same was ratified by the
lessor of Lease No. 3 (recorded in Book 1189 at Reception No. 2134767). This ratification
also ratified the leases that were pooled or unitized. It was not ratified by James G. Barney
(or Adbar Farm Limited Partnership, his successor as to Lease No. 1, covering Tract I) or
Adbar Farm,I.LLP(his successor in interest as to Lease No. 2,covering Tract II). However,
Oil and Gas Lease No. 1 was ratified by Ernest Andrade and JoAnne M. Andrade,owners of
the minerals underlying Tract III, by Ratification dated November 12, 2008 and recorded
November 19, 2008 at Reception No. 3590606.
Oil and Gas Lease No.3 was additionally ratified by the lessor thereof,Nauman Lake
Reservoir Co. by Ratification dated November 13,2008 and recorded November 19,2008 at
Reception No. 3590605.
REQUIREMENT: (a) You should obtain a further ratification of the
above-described Declaration of Pooling, or of the
subject Leases, executed by Adbar Farm Limited
Partnership as to Lease No. 1,covering Tract I,and by
Adbar Farm,I.IJP as to Lease No. 2, covering Tract
II, so as to make sure that these leases were
considered pooled as of the expiration of their primary
terms.
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August 18, 2009
We note also that there is an Affidavit of Production dated March 4, 1985,recorded
March 20, 1985 in Book 1062 at Reception No. 2002654, reflecting a well drilled and
producing in paying quantities on the Tract I,II,III and IV unitized lands.
Also, with respect to Leases Nos. 1, 2 and 3, the following Affidavits of Production
are recorded: 1)Affidavit of Production and Extension of Lease dated November 13,2008
and recorded December 4,2008 at Reception No.3593095,executed by Foundation Energy
Fund I, LLC stating that the Barney 7 Well was drilled on the SE/4SW/4 of Section 23, the
proration unit being the S/2SW/4 of Section 23 and the N/2NW/4 of Section 26, and was
completed on August 13, 2008, thereby extending Leases No. 1, 2 and 3 by production; 2)
Affidavit of Production and Extension of Lease dated November 13, 2008 and recorded
December 4, 2008 at Reception No. 3593098,executed by Foundation Energy Fund I,LLC
stating that the Barney 8 Well was drilled on the SE/4SW/4 of Section 23,the proration unit
being the SE/4SW/4 and SW/4SE/4 of Section 23 and the NW/4NE/4 and NE/4NW/4 of
Section 26, and was completed on August 28,2008,thereby extending Leases No. 1,2 and 3
by production; and 3) Affidavit of Production and Extension of Lease dated November 13,
2008 and recorded December 4, 2008 at Reception No. 3593097, executed by Foundation
Energy Fund I,LLC stating that the Barney 6 Well was drilled on the SE/4SW/4 of Section
23,the proration unit being the SW/4 of Section 23,and was completed on August 13,2008,
thereby extending Leases No. 1, 2 and 3 by production.
REQUIREMENT: (b) You should be satisfied that the wells holding
Leases Nos. 1, 2 and 3 continue to produce in such a
manner as to maintain them in force and effect
through the date of first production from the Barney
No. 8 Well.
(c) Additionally, you should record an amended
Affidavit of Production for the Barney No. 8 well
specifically naming all of the subject leases as being
extended by production,not just Leases Nos. 1,2 and
3.
With respect to Lease No. 4, the prior Opinion notes that there appears of record a
Declaration of Pooling dated November 3, 1983, recorded in Book 1012 at Reception No.
1945861, whereby all of the NW/4NW/4 of Section 26 was unitized to form a production
unit from the Codell formation. No Affidavit of Production exists,but it appears that a well
may have been drilled on that unit which would hold this lease by production.
REQUIREMENT: (d) You should be satisfied that at least one well
has been producing on the NW/4NW/4 of Section 26
or on lands pooled or unitized therewith which would
hold Lease No. 4 by production to the date of first
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August 18, 2009
production on the Barney No. 8 well. You should
require Noble Energy, Inc. to record an affidavit of
production for Lease No.4 and to obtain a ratification
of Lease No. 4, containing present lease language,
from the current mineral owners of Tracts V, VI and
VII, and record the same in Weld County.
With respect to Lease No. 5, that lease was dated June 4, 1979 for a primary term of
five years and so long thereafter. Lease No. 5 additionally required the payment of delay
rentals during its primary term. We have no evidence that delay rentals were timely and
properly paid. Additionally,the continuing validity of the lease is also dependent on whether
operations were conducted on or production obtained from the lands covered by the lease,or
on lands pooled therewith, sufficient to extend the lease to the current date. No pooling
agreement or affidavit of production is recorded against the subject lands that specifically
lists Lease No. 5 as being extended by production.
REQUIREMENT: (e) You should satisfy yourself that Lease No. 5
was maintained in force and effect during its primary
term to the date of first production by timely payment
of delay rentals in the correct amounts and has been
continued beyond its primary term by production from
lands covered by the lease, from lands pooled or
unitized therewith,or by operations under the terms of
the lease. You should require Noble Energy, Inc. et
al. to record in Weld County an affidavit of
production describing Lease No. 5 and ratifications of
Lease No. 5 from the mineral owners of Tract VIII.
With respect to Lease No. 6,that lease was dated June 16, 1993 for a primary term of
three years and so long thereafter. This lease is well beyond the expiration of its primary
term; nonetheless we have listed it as the current lease covering Tract IX. The continuing
validity of the lease is dependent on whether operations were conducted on or production
obtained from the lands covered by the lease, or on lands pooled therewith, sufficient to
extend the lease to the current date. No pooling agreement or affidavit of production is
recorded against the subject lands that lists Lease No. 6 as being extended by production.
REQUIREMENT: (f) You should satisfy yourselves that Lease No.6
has been maintained in force and effect to the date of
first production by production from lands covered by
the lease, or from lands pooled or unitized therewith,
or by operations under the terms of the lease. You
should require Noble Energy, Inc. to record in Weld
County an affidavit of production describing Lease
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August 18, 2009
No. 6 and a ratification of Lease No. 6 from Weld
County.
Leases Nos. 7, 8 and 9 are subject to a pooling agreement that covers the E/2 of
Section 23,as discussed below. We have assumed that there has been production on the E/2
of Section 23 that has continued those leases in force and effect to the current day. However,
the materials examined do not show any affidavits of production filed prior to 2007 for these
leases,whose primary terms expired in 1983 and 1985. The records do contain an Affidavit
of Production and Extension of Lease dated December 21, 2007 and recorded January 10,
2008 at Reception No. 3528306 whereby TARH E&P Holdings, L.P. certified that the
Eldridge 31-23 Well was completed August 8, 2007 on the NW/4NE/4 of Section 23,
contained within a 320 acre proration unit, and thereby extended Leases Nos.7, 8 and 9 by
production. The records also contain an Affidavit of Production and Extension of Lease
dated December 21,2007 and recorded January 10,2008 at Reception No.3528307 whereby
TARH E&P Holdings,L.P. certified that the Eldridge CNE-23 Well was completed August
8, 2007 on the NE/4 of Section 23,contained within a 320 acre proration unit, and thereby
extended Leases Nos. 7, 8 and 9 by production.
REQUIREMENT: (g) You should satisfy yourselves that Lease No.7
was maintained in force and effect during its primary
term to the date of first production by timely payment
of delay rentals in the correct amounts and that Leases
Nos. 7, 8 and 9 have been continued beyond their
primary terms by production from lands covered
thereby,or from lands pooled or unitized therewith,or
by operations under the terms of the leases. Because
there is no indication that an affidavit of production
describing Leases No. 7, 8 and 9 was recorded within
six months following the expiration of their primary
terms,you should also require TARE E&P Holdings,
L.P., et al. to record in Weld County ratifications of
those leases from the current mineral owners and a
new affidavit of production.
3. Leases Nos. 7, 8 and 9,covering Tract X, are subject to a pooling agreement
that covers the E/2 of Section 23. The materials examined included the Ogilvey-Eldridge-
Cache La Poudre 320 Acre Codell Pooling Agreement, dated March 22, 1983,recorded at
Book 1001,Frame 1042,Reception No. 1932832 pooling Leases Nos. 7,8 and 9 for the FJ2
of Section 23, Township 6 North, Range 66 West, 6th P.M. for production of leased
substances from the surface down to 100 feet below the base of the Codell Formation,as the
Codell Formation was found in the interval from 7,154 feet to 7,177 feet on the Dual
Induction — STL log of the Bellwether Car Body Lake #1-23 Well in the SW/4S W/4 of
Section 23,Township 6 North,Range 66 West,6`h P.M. (the"Codell Pooling Agreement").
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August 18, 2009
The Codell Pooling Agreement was signed on behalf of all of the leasehold
ownership, royalty ownership, and then existing overriding royalty owners. The pooling
agreement provides,inter alia:a)for the pooling of the E/2 of Section 23,Township 6 North,
Range 66 West 6th P.M., from the surface down to 100 feet below the base of the Code11
Formation; b)the payment of royalties and overriding royalties on a proportionate calculation
based on acreage; c) payment of costs and working interest revenues based on a set basis
without regard to acreage; d) the operation of the pooled area as a solitary lease; and e) the
agreement that no cross-conveyance of interests resulted from the pooling agreement.
Under the terms of the Codell Pooling Agreement,65%of the working interest to the
pooled area was allocated to: W/2E/2, NE/4NE/4 and N/2SE/4NE/4, and 35% of the
working interest was allocated to the S/2SE/4NEJ4 and E/2SE/4,notwithstanding an acreage
and royalty allocation of 68.75%to the W/2E/2,NE/4NE/4 and N/2SE/4NE/4 and 31.25%to
the S/2SE/4NE/4 and E/2SE/4. The Codell Pooling Agreement also provides that up to 5%
of the overriding royalty interests and 15% of royalty interests, are to be allocated on the
basis of surface acreage percentage, that is: to the W/2E/2, NE/4NE/4 and N/2SE/4NE/4
except a 4.0 acre tract in the W/2NE/4 - 67.5%, to the 4.0 acre tract in the W/2NE/4 -
1.25%, and to the S/2SE/4NE/4 and E/2SE/4-31.25%.
The pooling agreement also notes that at the time of the agreement, each lease
committed thereto was subject to an existing overriding royalty of at least 5%. The other
instruments included in the materials examined did not fully support the existence of the 5%
overriding royalty burdens on the date of the pooling agreement. The opinions upon which
our opinion as to Tract X is based have attempted to comply with the terms of distribution of
proceeds based on the unusual provisions of the Codell Pooling Agreement. Accordingly,
the formulation of the division of proceeds above is based on the Code11 Pooling Agreement
and not the division of interest which would result in the absence of that pooling agreement.
In the calculation of revenues two different types of overriding royalty are employed herein.
The first is the normal conveyance of an overriding royalty interest by a leasehold owner.
The second has been employed where a leasehold owner has conveyed a working interest,
and has delineated a specific net revenue interest applicable to the conveyed working interest,
which net revenue interest is less than the net revenue interest held by the conveying
leasehold owner. The calculation of these overriding royalty interests herein is different.
The first is on the proportionate acreage basis,as set forth above. The second is based on the
unit working interest participation factor of the conveyed working interest, reserving to the
conveying leasehold owner the difference in the net revenue conveyed and the net revenue of
the leasehold owner at the time of the conveyance.
Finally,in each instance herein where a leasehold owner owns a greater net revenue
than 80%,the difference has been attributed to that leasehold owner as an overriding royalty
interest,in keeping with the formula set forth in the pooling agreement. Therefore,in each
instance,the working interests have been calculated from a base net revenue of 80%except
where a working interest was conveyed with a set net revenue below that amount.
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August 18, 2009
REQUIREMENT: None; advisory only. However, as described above
and in Title Comment and Requirement No. 19, the
ownership of Tract X is affected by the Codell
Pooling Agreement for the E/2 of Section 23.
4. Cache Resources,Inc. was the owner of the leasehold working interest as to
Tracts I,II,III and IV when,by Assignment dated January 20, 1983 (Assignment No. 1 as to
Leases Nos. 1, 2 and 3, above) it conveyed the same to CRI-Barney, a Colorado general
partnership. That Assignment reserved an overriding royalty of 1.75%, which converts at
payout to a 25%working interest. Thereafter,the after payout working interest was assigned
to Wilbert R. Wiedeman, John C.Dollarhide, Thomas R. Scheirman,Nicholas D. Frances
and Edward A. Holloway by Assignment dated December 31, 1986 (Assignment No. 2), as
corrected by Assignment No. 3. Thereafter, by Assignment dated effective September 1,
1997,CRI-Barney,joined by the owners of the convertible overriding royalty,assigned all of
their interest to Southwestern Eagle, LLC, as to the NE/4SW/4 of Section 23 only.
Thereafter,this interest was attempted to be assigned to Foundation Energy Fund I,LLC by
Assignments Nos. 6 and 7, but these assignments only described Leases Nos. 1 and 3, and
ignored Lease No. 2.
In an attempt to resolve the issues created by these Assignments, you had obtained
Assignment No. 8 as to Leases Nos. 1, 2 and 3, above, effective March 1, 2003, but this
assignment was only executed by four of the five assignees of Assignments Nos. 2 and 3
(Thomas R. Scheirman did not execute the same). En order to fully obtain 100% of the
leasehold working interest, the following actions must be taken:
REQUIREMENT: To be satisfied as to your title to Leases Nos. 1,2 and
3,you should obtain an assignment of the leases from
CRI Barney, a Colorado partnership, which properly
describes all of the lands covered by these leases,and
not just the NE/4SW/4 of Section 23. In addition, to
wipe out the potential that Thomas R. Scheirman
owns a 20% of 25% back-in working interest at
payout,you should obtain an assignment from him as
to that interest. Any such assignment should be filed
for record in Weld County, Colorado.
5. As noted in Assignment No. 33 as to Lease No. 4, the interest assigned to
Ralph Davidson was apparently assigned by the Trustee of the Ralph Parsons Davidson Trust
to Tower Energy in 1993. However, there is nothing to tie the trust or the trustee to Ralph
Parsons Davidson. This interest is now owned by Noble Energy, Inc.
REQUIREMENT: Prior to paying proceeds attributable to the interest
formerly owned by Ralph Davidson, you should
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August 18, 2009
confirm that the Ralph Parsons Davidson Trust
acquired the interest formerly owned by Ralph
Davidson, and that Kenneth E. Clemons was,in fact,
the Trustee of the Ralph Parsons Davidson Trust. A
copy of the transfer from Ralph Davidson to Kenneth
E. Clemons, Trustee of the Ralph Parsons Davidson
Trust, should be recorded in Weld County.
6. As noted above, we have credited PBD 1986 Royalty with an overriding
royalty of 0.156026%in Tracts V,VI and VII,and a 0.1640625%overriding royalty in Tract
VIII, the same having been conveyed to it by Roger Hively by Assignment of Overriding
Royalty Interest No. 8 as to Lease No. 4 and by Assignment of Overriding Royalty Interest
No. 10 as to Lease No. 5. We note that Noble's revenue decks do not reflect this entity as
owning any overriding royalty. There is no conveyance out of PBD 1986 Royalty to anyone
according to the materials we have examined. PBD 1986 Royalty also owns an overriding
royalty interest in Tract X in the amount of 0.048828%.
REQUIREMENT: For division order purposes, prior to paying any of
this interest to Noble Energy,Inc.,you should require
Noble Energy, Inc. to provide evidence that this
interest has been conveyed to it or to a predecessor of
theirs, and that the assignment of this interest be
recorded in Weld County, Colorado.
7. Before December 31, 1992,one-half interest in Tracts I and III was owned by
Jeffrey B. Carlson and Nancy J. Carlson, as tenants in common. The other one-half interest
was owned by James G.Barney and Betty Jo Barney. Thereafter,the following sequence of
conveyances was made.
(a) By Special Warranty Deed dated December 31, 1992,recorded March 11, 1993
in Book 1373 at Reception No.2324719 of the county records,Jeffrey B.Carlson
and Nancy J. Carlson conveyed to the Zachary and Amanda Carlson Irrevocable
Trust, "an undivided one-half interest, being all of Grantors' interest in and to"
[the Tract I and III lands].
(b) By Special Warranty Deed dated February 19, 1993,recorded March 11, 1993 in
Book 1373 at Reception No. 2324720 of the county records, James G. Barney
and Betty Jo Barney, and the Zachary and Amanda Carlson Irrevocable Trust
(Jeffrey B. Carlson, Trustee) conveyed all of the Tract I and III lands to Adbar
Farm Limited Partnership, a Colorado limited partnership.
(c) Some eight months later, by Correction Special Warranty Deed dated October
21, 1993,recorded October 28, 1993 in Book 1408 at Reception No.2357083 of
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August 18, 2009
the county records, the Carlsons, and the Zachary and Amanda Carlson
Irrevocable Trust, agreed that the first above-referenced deed was to convey an
11.89% interest, being 23.78% of Grantors' undivided one-half interest. Since
they had already conveyed all of their interest to Adbar Farms, we have
interpreted this deed as having no effect.
(d) On the same date, October 21, 1993, a Special Warranty Deed was executed by
Jeffrey B. Carlson and Nancy J. Carlson in favor of the Zachary and Amanda
Carlson.Irrevocable Trust, which Deed was recorded October 28, 1993 in Book
1408 at Reception No. 2357084,by which they purported to convey an undivided
38.11% "being all of Grantors' remaining interest" in the Tract I and III lands.
The Deed contains the following self serving statement:
By virtue of this conveyance the grantee now owns and holds and
(sic) undivided one-half(1/2)interest in and to the above described
property of the block.
We have set out the entire interest in Tract I as being in Adbar Farm Limited Partnership,
notwithstanding the attempt,after the fact,to revoke some of this conveyance by Deeds Nos.
(c) and (d), above. Adbar Farms subsequently conveyed Tract 111 and we have credited the
grantee and its successors with that interest.
The problem is that Jeffrey B. Carlson and Nancy J. Carlson may believe that the
Zachary and Amanda Carlson Irrevocable Trust somehow still owns a one-half interest in the
Tract I and III minerals. We do not see how this could possibly be the case, since by the
assignment set out in Paragraph (b), they conveyed all of that interest.
REQUIREMENT: Unless you are willing to make the business judgment
to assume the risk that the Zachary and Amanda
Carlson Irrevocable Trust could make no valid claim
against this interest, the same should be suspensed
and you should commence an action in interpleader,
naming all potential owners,and pay the monies into
the court for further disposal.
8. Your attention is invited to Assignment No. 1 of Lease No.4 and Assignment
No. 1 of Lease No. 5. The exhibit to these Assignments listing the leases contains a column
entitled "Depth Limitation" and the notation in that column for each of these leases was
"Codell formation". At the very least, this language was unclear. By Instrument entitled
"Clarification of Oil and Gas Lease Assignments" dated May 24, 1993, H.L. Willett 1)
recites for the benefit of Escobar Energy, Inc., that it was his intent when using the phrase
"Codell formation"as a depth limitation,to actually mean from the surface to the base of the
Codell formation and 2) conveys to Escobar Energy, Inc. his entire interest in the leases
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August 18, 2009
described in each instrument from the surface to the base of the Code11 formation. This
Instrument was recorded June 1, 1993 in Book 1385 at Reception No.2334968 of the county
records.
Many subsequent assignments of Leases Nos. 4 and 5 contain the same depth
description of the "Codell formation." We have assumed that all of these subsequent
assignments additionally intended to convey the assignor's interests from the surface to the
base of the Codell formation and not just the Code11 formation itself. Additionally,we have
assumed that if a court were to decide that the assignments from H.L. Willett conveyed an
interest in all formations from the surface to the base of the Codell formation,all subsequent
conveyances worded similarly would be found to convey the same depths.
Additionally,we note that the prior title opinion upon which this opinion is based as
to Tract X was limited to formations from the surface to the base of the Codell formation.
This opinion is therefore also limited to those depths as to the Tract X lands.
REQUIREMENT: (a) We have limited our Division of Production to
depths from the surface to the base of the Codell
formation, as this is the most likely result of a
declaratory judgment action necessary to clear this up.
If you intend to disburse proceeds of production from
formations below the base of the Codell formation,
however,all working interest should be suspensed and
subsequently created overriding royalty interests
should be suspensed, until such time as you have
either obtained from H.L. Willett an assignment of
those depths, or a further disclaimer that he intended
to assign all depths, or a decision to this effect from a
court of competent jurisdiction. If you intend to
disburse proceeds of production from formations
above the Codell formation, we recommend that you
obtain a Stipulation and Cross-Conveyance from all
working and overriding royalty interest owners stating
that their interests are the same from the surface to the
base of the Codell formation.
(b) As to Tract X, a new opinion as to depths
below the base of the Codell formation must be
obtained if you intend to disburse proceeds of
production from formations below the base of the
Codell formation.
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August 18, 2009
9. Regarding Tract IX,the prior opinion upon which the title for the NW/4NE/4
of Section 26 was based describes a warranty deed dated June 28, 1967,recorded in Book
584, Reception No. 1505821, whereby Bernice Jones conveyed a tract of land described by
metes and bounds containing 0.089 acres to Weld County. The examiners state that the
parcel apparently was an extension or enlargement of the county road. The deed contains no
language limiting the interest conveyed to less than a fee simple interest,however,and there
is no language which would render the deed ambiguous as to whether a lesser interest was
intended to be conveyed.
Nonetheless, it appears that Lease No. 5 and all assignments thereof cover all of the
NW/4NE/4 of Section 26, not just Tract VIII. However, we have shown Tract IX as a
separate tract and Noble's predecessors obtained Lease No. 6 from Weld County covering
Tract IX. But, as discussed above,Lease No.6 is beyond the expiration of its primary term
and no affidavit of production lists Lease No. 6 as being extended by production.
Nonetheless, we have shown Lease No. 6 as the current lease covering Tract IX.
By Amendment to Leases and Assignments dated effective July 1,2007 and recorded
February 8, 2008 at Reception No. 3534181 of the Weld County records,Weld County and
Noble Energy Production, Inc. agreed to amend Lease No. 6, and other leases, insofar as it
relates to payment of royalties to the lessor. This Amendment contains many special
provisions regarding payment of royalties; however, it does not ratify Lease No. 6 with
present lease language.
The prior examiners also note that the abstracts for the opinions upon which their
opinions were based specifically excluded Tract IX. Therefore, we cannot be sure as to the
record ownership of Tract IX if the prior opinions were based on incomplete abstracts as to
this tract.
REQUIREMENT: (a) Prior to paying proceeds attributable to Tract
IX, you may wish to obtain an abstract of title
covering all of the Tract IX lands. Such an abstract
should be submitted for examination. If ownership
resulting from an examination of such an abstract
results in different ownership than is tabulated above,
this opinion should be revised accordingly.
(b) You should conduct an investigation sufficient
to satisfy yourself that Lease No. 6 has been extended
beyond its primary term to the present day by
production in paying quantities on Tract IX or on
lands pooled or unitized therewith. If Lease No.6 has
been so extended,any pertinent documents should be
recorded. If Lease No. 6 has expired, you should
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August 18, 2009
obtain an oil and gas lease from Weld County
covering Tract IX or require Noble to obtain a
ratification of Lease No.6 with present lease language
from Weld County. Alternatively, if Weld County
does not wish to claim any interest in Tract IX beyond
an easement,it should convey all minerals underlying
Tract IX to the current owners of Tract VIII, to be
leased under Lease No. 5.
(c) You should examine that Amendment to
Leases and Assignments dated effective July 1, 2007
and recorded February 8, 2008 at Reception No.
3534181 of the Weld County records, whereby Weld
County and Noble Energy Production, Inc. agreed to
amend Lease No. 6, and other leases, insofar as it
relates to payment of royalties to the lessor,to ensure
you comply with the provisions thereof.
10. By Assignment No. 9 of Oil and Gas Lease No. 5, above, M&M Oil
Properties assigned to Glenco Energy Investments a:
50.0% working interest in and to the oil and gas leases. ...
Said 50.0% working interest herein assigned, represents
one-half(1/2) of Assignor's right, title and interest.
M&M Oil Properties only owned 0.5%working interest in Lease A and the subject lands,so
the assignment is patently ambiguous. We have tabulated the interest of Glenco Energy
Investments as 0.25% working interest subject to the following requirement. Assuming
M&M Oil Properties retained an undivided 0.25%working interest it subsequently assigned
that working interest to PBD Enterprises 85A Properties.
REQUIREMENT: Prior to distributing proceed attributable to PBD
Enterprises 85A Properties, you should obtain and
record a corrective assignment or stipulation of
interests executed by both M&M Oil Properties and
Glenco Energy Investments, which clarifies that only
0.25% working interest was assigned to Glenco
Energy Investments.
11 The opinion upon which our examination of title to Tracts VIII and IX is
based indicates that K&S Oil Company conveyed a 1.0% working interest in Lease No. 5
and Tract VIII to Tower Energy Corporation. The instrument is executed by William E.
Scaff as Managing Venturer of K&S Oil Company,a Colorado joint venture. A Partnership
and Joint Venture Affidavit dated September 30, 1992,recorded in Book 1354 at Reception
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August 18, 2009
No.2306762,signed by William E. Scaff,Jr.,recites that K&S Oil Company holds oil and
gas interests for certain partners or joint venturers. It says that William E. Scaff, Jr. and
James R. Kuiken serve as the managing partners of the partnership and as managing
venturers of the joint ventures, and either of them is authorized to convey, mortgage or
encumber the oil and gas interests held in the name of K&S Oil Company. The affidavit
states that Doug Baker, Fred Becker, Arnold Herzberg and William E. Scaff, Jr., as joint
venturers in K& S Oil Company, own interests in the W/2NE/4, Section 26, Township 6
North, Range 66 West, 6th P.M.
Section 38-30-166,C.R.S.,as amended effective May 14, 1992,provides that a joint
venture may acquire,convey,encumber,lease or otherwise deal with any interest in property
in the name of the joint venture upon compliance with the statute. It requires the recording
of an affidavit which states the name of the joint venture and the name and address of all the
joint venturers. The affidavit may provide that fewer than all of the joint venturers are
authorized to act on behalf of the joint venture in dealing with its property, but if such a
provision is included the affidavit must be executed by all of the joint venturers. The
affidavit may be executed by only one of the joint venturers, but in that event all must
execute any instrument dealing with an interest in the property. Upon recording,the affidavit
is prima facie evidence of the facts recited therein,the authority of the affiant to execute and
record the affidavit and the authority of the designated joint venturer to act on behalf of the
joint venture as authorized therein.
The affidavit filed for K&S Oil Company does not meet the statutory requirements
to permit William E. Scaff, Jr. to execute the assignment to Tower Energy Corporation, in
that the affidavit is not executed by all of the joint venturers. Consequently,the assignment
was required to be executed by all of the joint venturers.
REQUIREMENT: Prior to distributing proceeds attributable to this 1%
working interest in Lease No. 5 and Tract VIII to
Noble Energy,Inc. (successor to the interest of Tower
Energy Corporation),you should obtain and record an
assignment from K & S Oil Company to Noble
Energy,Inc.executed by all of the joint venturers who
own interests in the subject lands as identified in the
recorded affidavit. As an alternative, you can obtain
and record an amended affidavit executed by all of the
joint venturers, which should expressly ratify all
instruments executed by William E. Scaff, Jr. and
James R. Kuiken from the date of the prior recorded
affidavit.
12. H.L. Willett is the record owner of a 5.5%overriding royalty interest in Lease
No. 5(Tract VIII)from the surface to the base of the Codell formation(Noble Energy,Inc.is
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August 18, 2009
the record owner of the other 5.5%of the original 11%overriding royalty interest reserved by
H.L.Willett). The opinion upon which our examination of title to the NW/4NE/4 of Section
26 is based indicates that pursuant to Royalty Agreement: Bracewell Area, Weld County,
Colorado, dated March 1, 1993,effective March 2, 1993,between H.L. Willett("Willett")
and Escobar Energy, Inc. ("Escobar"), Escobar has the right to earn part of Willett's
overriding royalty interest. That opinion describes some of the terms of said agreement,
including the following:
a. The agreement recites that Willett owns certain overriding royalty
interests (the "Overrides") in drilling and spacing units for the Codell-
Niobrara formations containing the well locations described in Schedule
1 (the "Spacing Units"). With respect to the subject lands, Schedule 1
describes the W.Jones#2-26 location in the NW/4NE/4,Sec.26,T.6 N.,
R. 66 W., 6th P.M.
b. Willett grants to Escobar the right and option to earn an undivided 50%
of Willett's interest in the Overrides burdening each of the Spacing Units
(the"Earned Interests").
c. The option is for a term of one year from March 2, 1993, provided that
actual drilling operations must be commenced on the first Additional
Well on or before October 1, 1993. ("Additional Well"is defined as an
additional well at a location within a Spacing Unit authorized by the
Colorado Oil and Gas Conservation Commission for the drilling of a well
to produce from the Code11 and Niobrara formations.) The option may be
extended for a second one-year period expiring two years from March 2,
1993 by the drilling and completion of five Additional Wells on or before
March 2, 1994.
d. The option is exercised as to each Spacing Unit by payment to Willett of
the option consideration specified on Schedule 1 for such Spacing Unit,
and by the drilling of an Additional Well. Payment of the option
consideration must be made to Willett by check on or before the spud
date for the Additional Well.
e. In order to earn the Earned Interest in a Spacing Unit:
i. The Additional Well shall be drilled with due diligence and in a
good and workmanlike manner to a depth sufficient to test both
the Niobrara formation and the Codell formation;
ii. Escobar shall thoroughly test both such formations in accordance
with good oil field practice; and
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August 18, 2009
iii. Escobar shall make a diligent attempt to complete such well as a
commercial producer of oil or gas, if warranted.
f. Upon the drilling, testing and completion of an Additional Well (an
Additional Well is deemed completed upon filing of a completion report
with the Colorado Oi I and Gas Conservation Commission)Escobar shall
earn an undivided 50%of Willett's interest in the Override burdening the
Spacing Unit containing such Additional Well, effective as of the first
day of the month following the completion of such Additional Well. The
Earned Interests shall relate only to formations from the surface down to
the base of the Codell formation within each Spacing Unit. Upon
delivery to Willett of the completion report for an Additional Well,
Willett shall assign the Earned Interests to Escobar,without warranty of
title.
g. The assignment from Willett to Escobar of Earned Interests shall provide
that the portion of the Override not assigned to Escobar shall be amended
effective as of the effective date of such assignment,so that the Override
is free of all treatment,transportation and marketing costs attributable to
oil production and is free of all gathering, compression, processing,
transportation, marketing and other costs of bringing gas to the point of
sale at the wellhead or the tailgate of the processing plant as the case may
be. On gas and the constituents thereof sold or used off the Spacing Unit
or in the manufacture of gasoline or other products therefrom and sold to
a third party processor, the Override shall be calculated based on the net
proceeds actually received by Escobar. The amendment shall apply to all
of the Override retained by Willett, not just the portion of the Override
borne by Escobar's interests. Escobar will use reasonable efforts to
obtain ratification of the amendment by remaining owners of the working
interest burdened by the Override,but if unsuccessful,Escobar shall bear
the full economic effect of such amendment as applied to the entire
Override.
h. Section 12 provides that Escobar shall not assign any of its rights to
Earned Interests under the agreement without the prior written consent of
Willett, which consent may not be unreasonably withheld.
i. The agreement contains various clauses requiring strict compliance with
all provisions of the agreement and provides that failure to comply with
any provision shall result in Escobar forfeiting any right to earn interests
in Overrides not already earned.
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August 18, 2009
j, The agreement also contains a clause giving Willett rights to information
and tests and a provision regarding oil in inventory (since the effective
date of Escobar's interest is the first day of the month following
completion of the well).
By a letter dated March 29, 1993, from SOCO Wattenberg Corporation to Tower
Energy Corporation and Escobar Energy,Inc.,SOCO Wattenberg Corporation approved the
royalty agreement subject to clarification of the following items:
(a) The option payments totaling$90,000.00 due H.L.Willett are to be deducted
from the purchase price at closing;
(b) Clarification that each well under the agreement does not have to be
completed in both the Codell and Niobrara formations;
(c) Clarification that the requirement to "test" the Code11 and Niobrara is
intended to mean only logging of each formation;
(d) Clarification as to the actual intent of the provision that Willett's retained
override bears no gathering,transportation,compression,processing or other charges to make
the gas marketable.
We have not examined any amendment to the royalty agreement addressing these points.
We have assumed that Willett assigned 50% of his overriding royalty interest to
SOCO Wattenberg Corporation pursuant to the above agreements.
REQUIREMENT: An amendatory agreement should be obtained
between H. L. Willett and Noble Energy, Inc., which
addresses to your satisfaction the issues raised in the
letter dated March 29, 1993 from SOCO Wattenberg
Corporation to Tower Energy Corporation and
Escobar Energy,Inc.,and you should ensure that H.I..
Willett granted written consent to Escobar's
assignment of the royalty agreement to SOCO
Wattenberg Corporation. Additionally,you should be
aware of and comply with all of the provisions of the
royalty agreement, including the special provisions
concerning gathering and other costs which are not to
be deducted in calculating payments attributable to
Willett's retained overriding royalty interest.
13. Bellwether Exploration Company assigned overriding royalty interests
totaling 0.984375%in Tract VM,Lease No. 5,to George Aubrey,Alan B.Nicol (now owned
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August 18, 2009
by Noble Energy,Inc.),Michael J.Foy,Paul E.McRi1l(now owned by Noble Energy,Inc.),
Roger Hively(now owned by PBD 1986 Royalty),and George W.Aubrey(now owned one-
half by Noble Energy, Inc. which merged into its working interest and one half by Noble
Energy,Inc. which did not merge into its working interest). The assignees were required to
reassign their interests in full to the assignor upon voluntary termination of employment with
Bellwether Exploration Company,or termination for just cause, within eighteen months of
first employment. Reassignment of one-half of the interest was required upon voluntary
termination of employment, or termination for just cause, after eighteen months of first
employment and before three full years of employment. More than twenty five years have
elapsed from the date of the assignments. We have assumed that those interests now owned
by Noble Energy, Inc. were reassigned pursuant to the terms of their agreement with
Bellwether(since Noble is a successor to the interest of Bellwether). However, there is no
indication in the materials examined that the interests owned by George Aubrey,Michael J.
Foy or PBD 1986 Royalty were reassigned or that any action has been taken by Bellwether
Exploration Company to compel reassignments. Consequently, we have assumed that the
conditions of full vesting were met and have scheduled ownership thereof accordingly.
REQUIREMENT: You should satisfy yourselves that none of the
overriding royalty interests owned by George Aubrey,
Michael J.Foy or PBD 1986 Royalty were reassigned,
or are required to be reassigned,because an assignee's
employment terminated within the times specified in
the assignments.
14. By Assignments of Overriding Royalty Interest No.7,as to Lease No.5,and
No. 1, as to Lease No. 4, above, Bellwether Exploration Company assigned an undivided
0.3281259 of 8/8 overriding royalty interest to BEC General Employee Royalty Pool. There
is no indication in the assignment that the BEC General Employee Royalty Pool is a
partnership or corporation. An employee royalty pool is not a legal entity capable of holding
title to real property. Title to real property must be held in the name of a partnership,
corporation or trustee under the terms of a trust created to hold legal title to the subject
interest for the benefit of the employees.
Subsequently,by Assignments of Overriding Royalty Interest No. 18,as to Lease No.
4, and No. 19, as to Lease No. 5, Bellwether Exploration Company, individually and as
Trustee of the BEC General Employee Royalty Pool,assigned to Escobar Energy,Inc.,all of
its right, title and interest in and to all of Township 6 North, Range 66 West, 6th P.M., and
other lands, without reservation. There is no indication in the records that Bellwether
Exploration Company was the Trustee of the BEC General Employee Royalty Pool.
REQUIREMENT: You should require Noble (successor to Escobar
Energy, Inc.) to obtain and record a corrective
assignment or affidavit indicating that the above
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August 18, 2009
overriding royalty interests were intended to be
assigned to Bellwether Exploration Company, as
Trustee of the BEC General Employee Royalty Pool,a
trust created to hold legal title to the subject
overriding royalty interests.
15. Noble Energy,Inc. (successor to Escobar Energy,Inc.and SOCO Wattenberg
Corporation)acquired overriding royalty interests in Leases Nos.4 and 5 under assignments
from J. Paul Hayden (Lease No. 4 only), Alan B. Nicol,Paul E. McRill,R. Robert Smith,
Bellwether Exploration Company,individually and as Trustee of the BEC General Employee
Royalty Pool, Barbara S. Aubrey, as Trustee under Trust Agreement dated April 22, 1993,
Phoenix Mutual Life Insurance Company,Phoenix American Life Insurance Company,State
Street Bank and Trust, Trustee for Continental Airlines Pension Fund and Society for
Savings. Each of the assignments of overriding royalty interest provides some language
similar to the following:
It is the intent of the parties hereto that the overriding royalty interests
herein assigned to Assignee merge with and become part of any
leasehold interest now owned or hereafter acquired by Assignee in the
lands described on said Exhibit A.
Under modem legal doctrine,merger of an overriding royalty interest into a working
interest occurs only if the parties so intend. The language above makes clear the parties'
intent that the overriding royalty interests which Noble Energy,Inc. acquired merge into the
leasehold interest of Noble Energy,Inc. Noble Energy,Inc.or its predecessors in interest did
not execute the assignment instruments,however,and there is no indication in the materials
examined that the assignee agrees to merger of the interests into its leasehold estate.
We note that the assignment of overriding royalty interests from Robert W.Lewis to
Noble Energy,Inc.of Leases Nos.4 and 5 did not contain any merger language;therefore we
have shown Noble Energy,Inc.as owning this overriding royalty interest,not merged with its
working interest.
REQUIREMENT: You should require Noble Energy, Inc. to file a
document stating expressly its intent and agreement
that the overriding royalty interests acquired through
the assignments discussed in this comment have
merged into its leasehold interest. If Noble also
intends the assignment from Robert W. Lewis to
merge into its working interest, such an affidavit
should be filed for record and the ownership tables
will need to be revised accordingly.
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August 18, 2009
16. Many of the subject Leases contain special provisions in favor of the lessors
thereof. These include surface occupancy limitations and notice provisions. Leases Nos. 5
and 6 require that the lessor must be provided with a copy of any assignment of an interest in
the lease(s) before it is effective. We have assumed that all special provisions have been
complied with.
REQUIREMENT: You should become familiar with all of the special
provisions in the subject Leases and ensure that your
operations on the subject Lands have complied and
continue to comply with those special provisions.
17. The following assignments as to the Tract I through IX lands reference the
following agreements we have not examined:
a. Assignment No. 35 of Oil and Gas Lease No. 4 from Tower Energy
Corporation and Escobar Energy, Inc., joined by Barbara S. Aubrey,
trustee under Trust Agreement dated April 26, 1993 (which owned an
overriding royalty interest in the leases) to SOCO Wattenburg
Corporation,is made pursuant to a certain Purchase and Sale Agreement
between the parties dated April 28, 1993.
b. Assignment No. 10 of Lease No 5 from General Atlantic Energy
Corporation to Meridian Resources Corporation (3.125%of 8/8ths) and
Fairfield International Corporation (3.125%of 8/8ths)is made subject to
a Participation Agreement dated August 23, 1982.
c. Assignments Nos. 22 and 23 of Lease No. 5 and Assignments of
Overriding Royalty Interests No. 19 of Lease No. 5 and No. 18 of Lease
No. 4, from Bracewell Development Corporation and Bellwether
Exploration Company, individually and as Trustee of the BEC General
Employee Royalty Pool, to Escobar Energy, Inc. is delivered in
accordance with the terms of an unrecorded Purchase and Sale
Agreement between the parties dated December 11, 1992.
Additionally, the prior examiners note that examination of the title to Tract X
indicated the existence of unrecorded agreements entered into by predecessors in interest to
the working interest owners herein. Although the terms of those agreements were not
revealed, those specifically identified are set forth below:
a. Model Form Operating Agreement, dated March 1, 1983, Thomas
Operating Company,Inc.,successor operator,covering the E/2 of Section
23, Township 6 North, Range 66 West, 6th P.M.
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August 18, 2009
b. Model Form Operating Agreement,dated November 30, 1984, Thomas
Operating Company, Inc., successor operator, covering the E/2SE/4 of
Section 23, Township 6 North,Range 66 West, 6th P.M.
c. Development Agreement dated May 18, 1988 between Lyco-MM 1986
Limited Partnership and Lyco Energy Corporation.
d. Development Agreement dated May 18, 1988 between Lyco 1987 Gulf
Coast Limited Partnership-4 and Lyco Energy Corporation.
e. Development Agreement dated May 18, 1988 between James E.Redman
and Lyco Energy Corporation.
f Development Agreement dated May 18, 1988 between James C.
McCormick and Lyco Energy Corporation.
g. Development Agreement dated May 18, 1988 between TBC Energy
Corporation and Lyco Energy Corporation.
h. Development Agreement dated May 18, 1988 between Lyco-N
Acquisition 1988 Limited Partnership and Lyco Energy Corporation.
i. Purchase and Sale Agreement, dated December 11, 1992, between
Bracewell Development Corporation and Escobar Energy,Inc.
j, Purchase and Sale Agreement, dated December 11, 1992, between
Bellwether Exploration Company and Escobar Energy, Inc.
k. Purchase and Sale Agreement dated April 28, 1993, between Tower
Energy Corporation, Escobar Energy, Inc., Barbara S. Aubrey, Trustee
under Trust Agreement dated April 26, 1993, and SOCO Wattenberg
Corporation.
I. Gas Gathering and Processing Agreement, dated October 1, 1995, a
memorandum of which is filed of record in Book 1513, Frame 485,
Reception No. 2457612, between Snyder Oil Corporation and SOCO
Wattenberg Corporation, as Seller and ANGC Corporation, as buyer,
covering the interests of Seller in Township 6 North, Range 66 West,6th
P.M., among other lands.
m. Gas Purchase and Processing Agreement, dated December 15, 1995, a
memorandum of which is filed of record in Book 1529, Frame 74,
Reception No. 2473561, between Lyco Energy Corporation, et al., as
Seller,and Associated Natural Gas,Inc., as buyer,covering the interests
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August 18. 2009
of Seller in those oil and gas leases identified herein at§ V,among other
leases.
n. Fractionation Agreement,dated April 21, 1998,a memorandum of which
is recorded at Reception No. 2608672, between Duke Energy Field
Services,Inc. and TEPPCO Colorado,LLC, splitting the liquids and dry
gas dedicated to Duke Energy Field Services, Inc.
o. Crude Oil Contract, No. P99078800-R dated July 28, 1999, between
TEPPCO Crude Oil,LP,as Purchaser,and Thomas Operating Company,
Inc., as Seller.
p. Purchase and Sale Agreement dated November 1,2002,between Thomas
Production Company, LLC, Bonanza Creek Oil Company, LLC and
Matrix Las Cienegas,L.P.
q. Purchase and Sale Agreement dated February 26,2004,between Bonanza
Creek Oil Company,LLC and Matrix Las Cienegas,L.P.
r. Purchase and Sale Agreement dated June 1, 2005, between Bonanza
Creek Operating Company,LLC and TARH E&P Holdings, LP.
Colorado statutory law provides that reference to an unrecorded agreement is notice
only to those persons party to the agreement. See,C.R.S. §38-35-108. While it is likely that
you are not bound by and have no duty of inquiry regarding most of the above agreements,it
is also likely that you are bound by and subject to certain of those agreements, specifically
the joint operating agreements, the product sales agreements and agreements to which
assignments of interests are specifically made subject.
REQUIREMENT: You should examine your files and confirm that you
have a copy of the referenced joint operating
agreements, the product sales agreements and
agreements to which assignments of interests are
specifically made subject, and distribute proceeds in
conformity therewith.
18. We note that this opinion is based on several prior title opinions which were
not prepared by this office. In addition, our opinion dated December 2, 2008, upon which
part of this opinion is based, was based on book and page title chains from Crews&Zeren.
We were also provided with additional title chains from Crews &Zeren based in turn upon
the tract indices of Lawyers Title Insurance of Greeley, Colorado. We were only supplied
with copies of the actual documents which they highlighted on those title chains. At your
request,we relied upon just the documents supplied and did not inquire further as to the non-
highlighted documents. Moreover, Crews & Zeren reflected that they obtained their title
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August 18. 2009
chains from the offices of LandAmerica or from Lawyers Title Insurance, which are local
abstractors in Weld County,with whom we are familiar and upon which nearly all operators
rely. Nevertheless, Crews & Zeren disclaims any responsibility for losses, damages,
inconvenience or otherwise resulting from the use or reliance upon said records.
REQUIREMENT: None; advisory only. However,this opinion is limited
to the materials examined. Our opinion is limited to
the correctness of the title chains obtained by Crews
& Zeren from the LandAmerica records or from
Lawyers Title Insurance records. Additionally, this
opinion is necessarily limited to the correctness of the
title opinions upon which this opinion is based, as
indicated in the materials examined portion of this
opinion.
19. Additionally and more specifically, as noted in the materials examined
portion of this opinion,this opinion as to Tract X is based on a prior opinion which,in turn,
was based on multiple prior title opinions. The prior examiner noted that other than the
initial two title opinions upon which title to Tract X is based,each of the title opinions was
based on verbal instruction given to the author regarding unrecorded interests or was based in
part on those prior opinions constructed on those verbal instructions. For that reason the
prior examiner drafted his Opinion based on those instruments obtained from the files of
David G. Ebner, author of the Acquisition Title Opinion dated November 14, 2005, as
supplemented by instruments filed of record for that period of time from October 7,2005 at
7:45 a.m. to June 8, 2006. In addition, the prior examiner noted that internal documents
obtained by Texas American Resources Company indicate that the distribution of revenue
from wells located on the E'2 of Section 23 does not necessarily comport with the division of
interests revealed by the materials examined and purportedly representing the complete
compilation of instruments filed of record in Weld County,Colorado affecting the captioned
lands. Accordingly, there is considerable uncertainty regarding the completeness of the
documents provided for examination with respect to Tract X.This opinion is based solely on
the materials examined and the instruments filed of record as provided to the undersigned for
examination.
REQUIREMENT: If Texas American Resources Company informs you
that persons other than those listed above own an
interest to be paid on production allocable to Tract X,
you should request that they provide you with each
recorded instrument documenting their interest, and
provide the same to the undersigned, after which a
modification of this opinion may be necessary. You
should also attempt to obtain a stipulation of interest
from each person identified herein as entitled to
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August 18. 2009
participate in the production from Tract X in
conformity with the interests set forth herein. If any
person is unwilling to enter into a stipulation
regarding their interest,or if other persons notify you
of a claim to an interest in and under Tract X and
production therefrom, you should request that they
provide you with a copy of each recorded instrument
creating their interest and provide the same to the
undersigned,after which modification of this Opinion
may be necessary. As an alternative to the stipulation
of interest you may wish to require all interested
parties to institute a quiet title action to settle the
ownership uncertainty to the oil and gas interests in
and under Tract X and the leasehold thereto.
20. The prior examiner noted that the above-referenced Acquisition Title Opinion
covering Tract X dated November 14, 2005 noted the conveyance of royalty interests
resulting in ownership uncertainty and resulting in a suspension of payment of those royalties
for some production from the Tract X lands. A brief history of the conveyances creating that
uncertainty is appropriate. By instrument dated October 1, 1970,filed of record at Book 634,
Reception No. 1555520, Harvey P. Eldridge granted a ten year surface lease and option to
purchase (the "Option"), Tract X, and other lands, to Monfort Feed Lots, Inc. That option
provided that,if exercised,Monfort Feed Lots,Inc.would be entitled to a conveyance of all
of the oil, gas and mineral interests owned by Harvey P.Eldridge under those lands on the
date of exercise of the Option.
Following the initial extension of the Option,Harvey P.Eldridge entered into Oil and
Gas Lease No. 8. The materials examined included a ratification of that oil and gas lease
signed on behalf of Monfort of Colorado, Inc., successor to Monfort Feed Lots, Inc. That
ratification provided that upon exercise of the option to purchase,rents and royalties under
that Oil and Gas Lease No. 8 would be paid to Monfort of Colorado,Inc.
By Royalty Deed dated October 31,1983,filed of record at Book 1011,Frame 2087,
Reception No. 1945356,Bessie Eldridge,individually and as Personal Representative of the
Estate of Harvey P. Eldridge, conveyed all of the royalty attributable to Tract X, and other
lands,under the Ogilvey-Eldridge-Cache La Poudre 320 Acre Codell Pooling Agreement,to
Jack D.Eldridge,Harvey P.Eldridge,Jr. and Robert F.Eldridge,subject to the noted pooling
agreement and also subject to the Option and the initial extension thereof. Following the
grant of that royalty deed, the Option was extended three more times. See, Book 1207,
Frame 1973,Reception No.2153960; Book 1406,Frame 47,Reception No. 2354235; and,
Book 1579,Frame 370,Reception No.2514247. In each extension,the grantor represented
that the option lands were held by her in fee simple. By Warranty Deed dated January 8,
1996, filed of record at Book 1586, Frame 76, Reception No. 2528486, corrected and re-
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August 18, 2009
recorded at Book 1590,Frame 678,Reception No.2532336,Jack Eldridge,attorney-in-fact
for Bessie Eldridge,conveyed all right,title and interest,in fee simple,to Tract X,and other
lands,to Monfort,Inc. Thereafter,successor in interest to Robert F.Eldridge,Ruth Eldridge,
caused a further conveyance of the royalty conveyed to Robert F. Eldridge.
By instrument dated April 15,2004,filed of record at Reception No.3184094,Swift
Beef Company, successor to Monfort, Inc., conveyed Tract X, and other lands, to C.B.
Keirnes Land Company, LLC, reserving its share of royalty from production then existing
under the pooling agreement. The question arises that, having made the above referenced
conveyance of royalty specifically subject to the Option,and the Option including the right to
"all of the oil,gas and mineral rights"owned by the Grantor,did the grantor have the right to
continue to extend the Option to the detriment of the grantees of the royalty interest? The
royalty deed was granted,contingent on the Option and the initial extension thereof,but not
for the subsequent extensions. It obviously appears from the recent conveyances that all of
the above parties believe they own the royalty interests.
REQUIREMENT: You should obtain a recordable stipulation of interest
regarding the ownership of the royalty interest in and
under Lease No. 8, such stipulation to be signed by
Swift Beef Company, C.B. Keirnes Land Company,
LLC, Ruth Eldridge and Susan K. Harris, joint
tenants;Harvey P.Eldridge,Jr.,and Jack D.Eldridge.
If you are unable to obtain that stipulation signed by
the grantees of the royalty deed,or their successors in
interest,Swift Beef Company and C.B.Keirnes Land
Company, LLC, you should suspend the payment of
royalties attributed herein to Lease No. 8 pending a
quiet title action regarding ownership of the royalty
interest.
21. The prior examiners noted that present in the materials examined were
multiple instruments conveying interests under Tract X and Leases Nos. 7, 8 and 9 from
strangers to title. See,Book 1196,Frame 1732,Reception No.2141963;Book 1226,Frame
992,Reception No.2172987;Book 1314,Frame 1921,Reception No.2266960;Book 1377,
Frame 1765, Reception No. 2328281; Book 1377, Frame 1769, Reception No. 2328283;
Book 1428, Frame 1156, Reception No. 2375208; Book 1590, Frame 596, Reception No.
2532254; Reception No. 2644528; Reception No. 2757739; and, Reception No. 3364866.
Since the materials examined did not reveal any interest in Tract X or Leases Nos. 7, 8 and 9
to the oil and gas mineral estate thereunder vested in the grantors, those instruments have
been ignored for purposes of this opinion.
REQUIREMENT: By Grantor/Grantee search of the records of the Office
of the Clerk and Recorder in and for Weld County,
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August 18, 2009
Colorado, you should attempt to locate the source of
the interest purportedly conveyed by each of the
grantors of the referenced instruments. If you are able
to locate a conveyance of an interest to each or any of
those grantors prior to their conveyance noted above,
you should provide a copy of the instrument(s)to the
undersigned,after which modification of this opinion
will be necessary.
22. As to the Tract X lands,the prior examiner notes that present in the materials
examined was a conveyance of working interest dated May 16, 1988,filed of record at Book
1196, Frame 1741, Reception No. 2141966, purportedly by Fred R. Kelly, Jr. and Pam F.
Kelly to Elwood Oil Company. No acknowledgment of the signature of Pam F. Kelly was
included in the materials examined.
REQUIREMENT: You should determine whether an acknowledgment of
the signature of Pam F. Kelly was inadvertently
omitted from the materials examined, or if no
acknowledgment existed. If the latter, you should
attempt to obtain a corrective conveyance with an
acknowledgment for the signature of Pam F. Kelly.
23. By instrument dated December 21, 1986,filed of record at Book 1146,Frame
180, Reception No. 2088159, Bellwether Exploration Company conveyed a 0.15625%
overriding royalty in and to Leases Nos. 7, 8 and 9, to the extent the same participated in
production from the W/2E/2 of Section 23,Township 6 North,Range 66 West,6th P.M.,to
Michael J.Foy,Custodian for Jennifer E.Foy,a minor. As a result of the passage of time,it
has been assumed,for purposes of this opinion,that Jennifer E.Foy is no longer a minor,and
has the capacity to act in her own right, and that interest has been attributed herein to her in
her individual capacity.
REQUIREMENT: You should confirm that Michael J. Foy is no longer
acting in a representative capacity for Jennifer E.Foy.
If your investigation reveals that Michael J. Foy
continues to act in a representative capacity for
Jennifer E. Foy you should provide the undersigned
with the relevant instruments, after which
modification of this opinion to reflect the same will be
necessary.
24. As to Tract X, by multiple instruments,certain grantors purported to assign
overriding royalty interests under Leases Nos. 7, 8 and 9. Notwithstanding the Codell
Pooling Agreement, in certain instances,the grantor owned no interest in and under one or
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August 18, 2009
more of those oil and gas leases. See, Assignments of Overriding Royalty Interests as to
Leases Nos. 7, 8 and 9, Nos. 3 — 12, 16 —20, 26 and 28. Accordingly, those conveyances
have been limited for purposes of this opinion to an assignment of an interest only under the
oil and gas lease(s) held by the grantor of record, according to the materials examined.
REQUIREMENT: None; advisory only.
25. As to Tract X,by multiple assignments,certain grantors purported to convey
leasehold and overriding royalty interests to various persons limiting the effect of the
conveyances to participation in only portions of the pooled area,notwithstanding the pooling
agreement. See, Assignments of Oil and Gas Leases as to Leases Nos.7,8 and 9,Nos. 1—8,
10—25,27—29,32—35,37—42,51;and Assignments of Overriding Royalty Interests as to
Leases Nos. 7, 8 and 9, Nos. 5, 6, 8— 11, 16 and 17. Accordingly, the division of interest
herein includes those conveyances in interest calculations only to the extent the referenced
lands are entitled to participate in the drilling and/or production spacing for the Tract X
lands. In those allocations,the prior examiner relied on the assumption that well spacing for
the E/2 of Section 23 for production from the surface to the base of the Codell Formation,as
prescribed by the Colorado Oil and Gas Conservation Commission,is one well per 40 acres,
with a"fifth spot" well in the center of each quarter section.
REQUIREMENT: You should satisfy yourself that the above referenced
well spacing assumption is accurate. If your
investigation reveals that the above assumption is not
accurate, you should inform the undersigned of that
fact, after which modification of this opinion will be
necessary.
26. The interests of C.B. Keirnes Land Company, LLC in and to Tract X are
subject to that Deed of Trust identified in Paragraph No. 1 under the heading "Liens and
Encumbrances." That instrument conveys all rents and royalties to the secured party,New
West Bank. The instrument also contains an option in favor of the secured party to declare
the entire amount owed due on the sale of the securing property.
REQUIREMENT: If in satisfaction of the Requirement to Comment No.
20, above, you are presented evidence that C.B.
Keirnes Land Company, LLC is entitled to a
distribution of proceeds from new wells drilled on the
captioned lands,you should obtain written instruction
from C.B. Keimes Land Company, LLC and New
West Bank giving you instruction regarding the
person to whom any royalty payments owed C.B.
Keirnes Land Company, LLC should be tendered.
Any written instruction should include a provision
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August 18, 2009
that provides that you are to be given thirty(30)days
written notice signed by both the debtor and the
secured party before any change in the distributee,and
an indemnification for wrongful payment absent that
thirty day written notice.
27. The prior examiner as to the Tract X lands indicated that present in the
materials examined was a conveyance to The New Cache La Poudre Irrigating Company,
along with the tax materials indicating that the current owner of a 4 acre tract in the W/2NE14
of Section 23 is The New Cache La Poudre Irrigating Company. Lease No.9 was granted by
the Cache La Poudre Irrigating Company. It has been assumed for purposes of this opinion
that The New Cache La Poudre Irrigating Company succeeded to the interests of the Cache
La Poudre Irrigating company either by merger or name change. Despite the fact that Lease
No. 9 does not cover the subject lands, by virtue of the Codell Pooling Agreement,
ownership of those lands is pertinent for division of production attributable to the Tract X
lands.
REQUIREMENT: You should confirm the above assumption. If your
investigation reveals that the assumption is inaccurate,
you should provide the undersigned with all of the
relevant instruments regarding the same, after which
modification of this opinion may be necessary.
28. By Assignment, Bill of Sale and Conveyance dated effective June 1, 2005,
recorded at Reception No. 3342376,Bonanza Creek Operating Company LLC conveyed all
of its right,title and interest in and to Leases Nos. 7, 8 and 9 to TARH E&P Holdings,L.P.
Thereafter,TARH E&P Holdings L.P.entered into those encumbrances identified herein at
Paragraphs Nos. 2 and 3 under the heading "Liens and Encumbrances," for the benefit of
Paribas North America,Inc. Those instruments referred to BNP Paribas as the administrative
agent for the lenders of funding secured by the Deeds of Trust. By instrument dated
November 22,2005,TARH E&P Holdings,L.P.conveyed one percent(1.0%)of its interest
under Leases Nos. 7, 8 and 9 to Alexander Energy, a Nevada partnership - 83.1818%, and
James W. Alexander, Trustee of the James W. Alexander Living Trust - 16.8182%.
Thereafter,by Partial Release of Lien,dated November 28,2005,recorded at Reception No.
3348523,BNP Paribas,as Administrative Agent,released its lien covered by those Deeds of
Trust insofar as they covered the interest conveyed to Alexander Energy and James W.
Alexander, Trustee of the James W. Alexander Living Trust. The preferred practice for a
complete release of the effect of those Deeds of Trust against the interests of Alexander
Energy and James W. Alexander, Trustee of the James W. Alexander Living Trust, is to
cause a partial release of those Deeds of Trust to be signed and filed of record by the Public
Trustee in and for Weld County,Colorado.
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August 18, 2009
REQUIREMENT: (a) For a complete release of the interests
conveyed to Alexander Energy and James W.
Alexander, Trustee of the James W. Alexander
Living Trust from the Deeds of Trust identified
herein at Paragraphs Nos. 2 and 3 under the
heading "Liens and Encumbrances," you should
cause the Public Trustee in and for Weld County,
Colorado to cause a partial release of those
interests to be filed of record in Weld County,
Colorado.
(b) Additionally,prior to distributing proceeds
to those entities listed under the "Liens and
Encumbrances"portion of this opinion as having
granted a mortgage or deed of trust on their
interests, you should obtain written instructions
from the debtor and debtee thereof regarding the
same.
29. As noted above, the division of production as to the Tract X lands is based
upon the November 2,2006 opinion prepared by Butcher&Widlund,L.L.C.,as updated by
the abstracts you provided covering the Tract X lands. The calculations for the division of
production as to the Tract X lands are as follows:
FOR PRODUCTION FROM A WELL LOCATED IN THE SW/4SE/4 OF SECTION 23,
TOWNSHIP 6 NORTH,RANGE 66 WEST,66 P.M.,A SPACING UNIT COMPRISED OF
THE SW/4SE/4 OF SECTION 23, TOWNSHIP 6 NORTH, RANGE 66 WEST, 6th P.M.,
AND FROM THE SURFACE DOWN TO THE BASE OF THE CODELL FORMATION:
Working Net Revenue Interest Lease
Interest Interest Type No.
TARH E&P Holdings, L.P. 64.350000% 51.480000% WI 8, 9
(99% WI x 80% NRI x 1.037045% UWIPF
(Tract 1)) +
(99% WI x 80% NRI x 18.714091%
UWIPF (Tract 2))+
(99% WI x80%NRI x 3.684318% UWIPF
(Tract 3)) +
(99% WI x80% NRI x 40.382727%
UWIPF(Tract 4)) +
(99% WI x 80% NRI x 1.181818% UWIPF
(Tract 5))
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August 18, 2009
Noble Energy, Inc. 30.712500% 24.570000% WI 7
(87.75% WI x 80%NRI x 0.3255%
UWIPF(Tract 6)) +
(87.75% WI x 80% NRI x 0.756% UWIPF
(Tract 7))+
(87.75% WI x80% NRI x 33.9185%
UWIPF(Tract 8))
BHP Petroleum Americas Inc. 4.2875000% 3.215624% WI 7
(12.25% WI x75% NRI x 0.3255% UWIPF
(Tract 6))+
(12.25% WI x 75% NRI x 0.756% UWIPF
(Tract 7))+
(12.25% WI x 75%NRI x 33.9185%
UWIPF(Tract 8))
Alexander Energy, 0.540682% 0.432544% WI 8,9
a Nevada partnership
(0.831818% WI x 80%NRI x 1.037045%
TJWIPF(Tract 1)) +
(0.831818% WI x 80% NRI x 18.714091%
UWIPF(Tract 2)) +
(0.831818% WI x80% NRI x 3.684318%
UWIPF(Tract 3))+
(0.831818% WI x80% NRI x 40.382727%
UWIPF(Tract 4)) +
(0.831818% WI x 80%NRI x 1.181818%
UWIPF(Tract 5))
James W. Alexander,Trustee 0.109318% 0.087455% WI 8, 9
of the James W. Alexander Living Trust
(0.168182% WI x 80% NRI x 1.037045%
UWIPF(Tract 1))+
(0.168182% WI x 80% NRI x 18.714091%
UWIPF (Tract 2)) +
(0.168182% WI x 80%NRI x 3.684318%
UWIPF(Tract 3))+
(0.168182% WI x 80% NRI x 40.382727%
UWIPF (Tract 4)) +
(0.168182% WI x 80% NRI x 1.181818%
UWIPF(Tract 5))
1 I
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August 18, 2009
Ogilvy Irrigating And Land Company 4.586250% LOR 7
(15%RI x 0.290625% UPF(Tract 6)) +
(15% RI x 30.284375%UPF(Tract 8))
Ruth E. Eldridge and 3.320156% LOR 8
Susan K.Harris,joint tenants
(5%RI x 19.79375% UPF(Tract 2))+
(5% RI x 3.896875% UPF(Tract 3)) +
(5% RI x 42.7125% UPF(Tract 4))
Harvey P. Eldridge,Jr. 3.320156% LOR 8
(5% RI x 19.79375% UPF (Tract 2)) +
(5% RI x 3.896875% UPF(Tract 3)) +
(5% RI x 42.7125% UPF(Tract 4))
Jack D. Eldridge 3.320156% LOR 8
(5% RI x 19.79375% UPF(Tract 2))+
(5% RI x 3.896875% UPF(Tract 3)) +
(5%RI x 42.7125%UPF(Tract 4))
The New Cache La Poudre Irrigating 0.187500% LOR 9
Company
(15% RI x 1.25% UPF(Tract 5))
Stacy E. Ditter and 0.164532% LOR 8
Kern Ann Ditter,joint tenants
(15% RI x 1.096875% UPF(Tract 1))
C. Bradley Keirnes 0.101250% LOR 7
(15% RI x 0.675% UPF(Tract 7))
TARH E&P Holdings, L.P. 1.194422% ORI 7, 8, 9
(99% WI x 1.666667% ORI x 1.096875%
UPF(Tract 1)) +
(99%WI x 1.666667% ORI x 19.79375%
UPF(Tract 2)) +
(99% WI x 1.666667% ORI x 3.896875%
UPF(Tract 3)) +
(99% WI x 1.666667% ORI x 42.7125%
UPF (Tract 4))+
(99% WI x 5% ORI x 1.25% UPF(Tract
5)) +
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August 18, 2009
(100% WI x 0.060152% ORI x 0.290625%
UPF(Tract 6) x 100%ALF) +
(100% WI x 0.060152% ORI x 0.675%
UPF(Tract 7) x 100% ALF) +
(100% WI x 0.060152% ORI x
30.284375% UPF(Tract 8) x 100% ALF)
Noble Energy, Inc. 0.833953% ORI 7
(100% WI x 1.98265% ORI x 0.290625%
UPF (Tract 6)x 50% ALF)+(100% WI x
1.98265% ORI x 0.675% UPF(Tract 7)x
50% ALF)+ (100% WI x 1.98265% ORI x
30.284375% UPF (Tract 8) x 50% ALF) +
(12.25% WI x 5% ORI x 0.3255% UWIPF
(Tract 6)) + (12.25% WI x 5% ORI x
0.576%UWIPF(Tract 7))+(12.25% WI x
5%ORI x 33.9185% UWIPF(Tract 8))
I a
Harvey P. Eldridge, Jr. 1.125000% ORI 8
(100%WI x 1.666666% ORI x 1.096875%
UPF (Tract 1)) +
(100% WI x 1.666666% ORI x 19.79375%
UPF(Tract2)) +
(100% WI x 1.666666% ORI x 3.896875%
UPF(Tract 3))+
(100% WI x 1.666666% ORI x 42.7125%
UPF(Tract 4))
Ruth E. Eldridge and 1.125000% I ORI 8
Susan K. Harris,joint tenants
(100% WI x 1.666666% ORI x 1.096875%
UPF(Tract 1))+
(100% WI x 1.666666% ORI x 19.79375%
UPF(Tract 2))+
(100% WI x 1.666666% ORI x 3.896875%
UPF(Tract 3))+
(100% WI x 1.666666% ORI x 42.7125%
UPF (Tract 4))
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August 18, 2009
H.L. Willett ' 0.546875% ORI 17
(100% WI x 1.75% ORI x 0.290625% UPF
(Tract 6) x 100% ALF) +
(100% WI x 1.75% ORI x 0.675% UPF
(Tract 7) x 100% ALF) +
(100% WI x 1.75% ORI x 30.284375%
UPF(Tract 8) x 100% ALF)
George Aubrey 0.048828% ORI 7
(100% WI x 0.15625% ORI x 0.290625%
UPF (Tract 6) x 100% ALF) +
(100% WI x 0.15625% ORI x 0.675% UPF
(Tract 7) x 100% ALF) +
(100% WI x 0.15625% ORI x 30.284375%
UPF(Tract 8)x 100% ALF)
PBD 1986 Royalty 0.048828% I ORI 7
(100% WI x 0.15625% ORI x 0.290625%
UPF(Tract 6) x 100% ALF) +
(100% WI x 0.15625% ORI x 0.675% UPF
(Tract 7)x 100%ALF) +
(100% WI x 0.15625% ORI x 30.284375%
UPF (Tract 8) x 100% ALF)
Alan B. Nicol 0.048828% ORI 7
(100% WI x 0.15625% ORI x 0.290625%
UPF(Tract 6) x 100% ALF) +
(100% WI x 0.15625% ORI x 0.675% UPF
(Tract 7) x 100% ALF) +
(100%WI x 0.15625% ORI x 30.284375%
UPF (Tract 8)x 100% ALF)
Jennifer E. Foy 0.048828% ORI 7
(100% WI x 0.15625% ORI x 0.290625%
UPF(Tract 6)x 100% ALF) +
(100% WI x 0.15625% ORI x 0.675% UPF
(Tract 7)x 100% ALF) +
(100% WI x 0.15625% ORI x 30.284375%
UPF(Tract 8) x 100% ALF)
� i
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August 18, 2009
Robert R. Smith 0.024414% ORI 7
(100% WI x 0.078125% ORI x 0.290625%
UPF(Tract 6) x 100% ALF)+
(100% WI x 0.078125% ORI x 0.675%
UPF(Tract 7) x 100% ALF)+
(100% WI x 0.078125% ORI x
30.284375% UPF(Tract 8) x 100% ALF)
Robert W. Lewis 0.024414% OR! 7
(100% WI x 0.078125% ORI x 0.290625%
UPF(Tract 6) x 100% ALF) +
(100% WI x 0.078125% ORI x 0.675%
UPF(Tract 7) x 100% ALF) +
(100% WI x 0.078125% ORI x
30.284375% UPF (Tract 8) x 100% ALF)
Robert W. Richardson 0.018991% ORI 7
(100% WI x 0.06077% ORI x 0.290625%
UPF(Tract 6) x 100% ALF) +
(100% WI x 0.06077%ORI x 0.675% UPF
(Tract 7) x 100% ALF)) +
(100% WI x 0.06077% ORI x 30.284375%
UPF (Tract 8) x 100% ALF)
Lynda C. Whipple 0.018991% ORI 7
(100%WI x 0.06077% ORI x 0.290625%
UPF(Tract 6) x 100% ALF) +
(100% WI x 0.06077% ORI x 0.675% UPF
(Tract 7)x 100% ALF)) +
(100%WI x 0.06077%ORI x 30.284375%
UPF (Tract 8) x 100% ALF)
Anthony W. Sharp 0.018988% ORI 7
(100% WI x 0.06076% ORI x 0.290625%
UPF(Tract 6) x 100% ALF) +
(100% WI x 0.06076%ORI x 0.675% UPF
(Tract 7)x 100% ALF)+
(100% WI x 0.06076% ORI x 30.284375%
UPF(Tract 8) x 100% ALF)
Foundation Energy Management,LLC Page 116
August 18, 2009
Scott Kramer 0.018988% ORI 7
(100% WI x 0.06076%ORI x 0.290625%
UPF(Tract 6)x 100% ALF) +
(100% WI x 0.06076% ORI x 0:675%UPF
(Tract 7) x 100% ALF) +
(100% WI x 0.06076% ORI x 30.284375%
UPF(Tract 8) x 100% ALF)
Ed Grubb 0.018988% OR! 7
(100% WI x 0.06076% ORI x 0.290625%
UPF (Tract 6) x 100%ALF) +
(100% WI x 0.06076% ORI x 0.675% UPF
(Tract 7)x 100% ALF) +
(100% WI x 0.06076% ORI x 30.284375%
UPF (Tract 8)x 100% ALF)
Paul McRill 1 0.018988% ORI 7
(100% WI x 0.06076% ORI x 0.290625%
UPF(Tract 6) x 100% ALF)+
(100% WI x 0.06076% ORI x 0.675% UPF
(Tract7) x 100% ALF) +
(100% WI x 0.06076% ORI x 30.284375%
UPF(Tract 8) x 100% ALF)
George W. Aubrey 0.018988% ORI 7
(100% WI x 0.06076%ORI x 0.290625%
UPF(Tract 6) x 100% ALF) +
(100% WI x 0.06076% ORI x 0.675% UPF
(Tract 7) x 100% ALF) +
(100% WI x 0.06076% ORI x 30.284375%
UPF (Tract 8) x 100% ALF) i I
Alexander Energy, 1 0.010036% ORI 7, 8, 9
a Nevada partnership
(0.831818% WI x 1.666667% ORI x
1.096875% UPF(Tract 1)) +
(100%MI xO.831818%v WI x 1.666667%
ORI x 19.79375% UPF(Tract 2))+
(0.831818% WI x 1.666667% ORI x
3.896875% UPF (Tract 3)) +
(0.831818% WI x 1.666667% ORI x
42.7125% UPF(Tract 4)) +
Foundation Energy Management, LLC Page 117
August 18, 2009
(0.831818% WI x 5% ORI x 1.25% UPF 1
(Tract 5))+
(100% WI x 0.000505% ORI x 0.290625%
UPF (Tract 6) x 100% ALF)+
(100% WI x 0.000505% ORI x 0.675%
UPF(Tract7) x 100% ALF) +
(100% WI x 0.000505%ORI x
30.284375% UPF(Tract 8)x 100% ALF)
James W. Alexander,Trustee 0.002029% ORI 7, 8, 9
of the James W. Alexander Living Trust
(0.168182% WI x 1.666667% ORI x
1.096875% UPF(Tract 1))+
(0.168182% WI x 1.666667% ORI x
19.79375%UPF(Tract 2))+
(0.168182% WI x 1.666667% ORI x
3.896875%UPF (Tract 3)) +
(0.168182% WI x 1.666667%ORI x
42.7125% UPF(Tract 4)) +
(0.168182%WI x 5% ORI x 1.25% UPF
(Tract 5)) +
(100% WI x 0.000102% ORI x 0.290625%
UPF(Tract 6)x 100% ALF) +
(100% WI x 0.000102% ORI x 0.675%
UPF(Tract 7) x 100% ALF) +
(100% WI x 0.000102% ORI x
30.284375%UPF(Tract 8) x 100% ALF)
TOTAL: 100.000000% 100.000000%
For purposes of the above table, the following definitions apply:
Tract 1: That portion of the NE/4NE/4 of Section 23 lying North of the centerline
of the No. 2 ditch, containing 3.51 acres, more or less.
Tract 2: That portion of the NE/4 of Section 23 more particularly described as
follows: Considering the East line of the NE/4 as assumed to bear South
00°00'00" East and with all bearings contained herein relative thereto;
Beginning at the Northeast corner of Section 23;thence along the East line of
the NE/4 of Section 23 South 00°00'00" East 555.11 feet to a point on the
approximate centerline of the No.2 Ditch, said point being the True Point of
Beginning; thence continuing along said East line South•00°00'00" East
1434.42 feet to the Southeast corner of the North half of the SE/4NE/4 of
Foundation Energy Management,LLC Page 118
August 18, 2009
Section 23; thence along the South line of the N/2SE/4NE/4 of Section 23
North 89°37'58" West 1353.08 feet to the Southwest corner of the
N/2SE/4NE/4 of Section 23; thence along the East line of the W/2NE/4 of
Section 23 North 00°03'34"East 431.27 feet to a point on the Easterly line of
the Ogilvy Ditch;thence departing said East line and along said Easterly line
of the Ogilvy Ditch the following four courses and distances: thence North
27"00'00" West 261.00 feet; thence North 11 °00'00" West 600.00 feet;
thence North 31°00'00" West 400.00 feet; thence North 07"40'00" West
370.95 feet to a point on the South Right of Way line of State Highway 392;
thence departing said Easterly line of the Ogilvy Ditch and along said South
Right of Way line of State Highway 392 the following four courses and
distance: thence North 80°36'26" East 38.66 feet; thence South 88°57'34"
East 100.00 feet; thence South 89°28'34" East 550.00 feet; thence South
89°28'04" East 315.70 feet to a point on the approximate centerline of the
No.2 Ditch; thence departing said South Right of Way line and along said
centerline the following nine courses and distances: thence South 46°08'02"
East 466.77 feet; thence South 36°37'45" East 166.27 feet; thence South
43°06'29" East 42.10 feet; thence South 54°34'14" East 66.67 feet; thence
South 75°14140" East 31.33 feet; thence South 88°50'54" East 68.57 feet;
thence North 87" 11 '35"East 162.10 feet;thence South 86°03'32"East 31.61
feet;thence South 80°51'33"East 26.52 feet to a point on the East line of the
NE of Section 23 and the True Point of Beginning; containing 63.34 acres,
more or less, in Weld County, Colorado.
Tract 3: Lots A and B of Recorded Exemption 0805-23-1, RE-3868, in Section 23,
containing 12.47 acres, more or less.
Tract 4: Lots C and D of Recorded Exemption 0805-23-1, RE-3868, in Section 23,
containing 12.47 acres,more or less. This tract includes all of the SW/4SE/4
of Section 23.
Tract 5: That portion of the W/2NE/4 of Section 23 bounded on the West by a
meandering line commencing at a point on the East line of the W/2NE/4 27
chains South of the North line of said Quarter and running North 22° West,
20 chains to a stake; thence North 13° West 8 chains and 58 links to the
North line of said described land; thence East along the North line of said
described land to a point 1845 feet West of the Northeast corner of said
Section; thence South 7° 40' East 400 feet; thence South 31°East 400 feet;
thence South 11° East 600 feet; thence South 27° East 300 feet to the East
line of said W/2NE/4;thence South along the East line of the W/2NE/4 to the
original point of beginning; containing 4.00 acres, more or less.
Foundation Energy Management, LLC Page 119
August 18, 2009
Tract 6: That part of Section 23 known as Lot 41, Sonny View Estates First Filing,
according to the Amended Plat of Sonny View Estates First Filing,recorded
August 24, 1972 in Book 674 under Reception No. 1596223, Weld County
records; containing 0.93 acres, more or less.
Tract 7: That part of Section 23 known as Lot 1, Amended Plat of Sonny View
Estates, first filing, a subdivision of the County of Weld,State of Colorado;
containing 2.16 acres, more or less.
Tract 8: The S/2SE/4NE/4 and E/2SE/4, less and except Tract 6 and 7 above;
containing 96.91 acres, more or less.
UPF: Royalty and Overriding Royalty Participation Factor
ALF: Assignment Limitation Factor
UWIPF: Pooled Unit Working Interest Participation Factor
REQUIREMENT: None; advisory only. However, as to Tract X, we
have relied on the ownership as set forth in the
Butcher & Widlund, L.L.C. title opinion as shown
above.
30. Texas American Resources Company has entered into a Surface Use
Agreement dated February 23, 2006 and recorded November 6, 2006 at Reception No.
3432671 of the Weld County records with C.B. Keirnes Land Co. and Alta,LLC covering
Lots A,B and D in Recorded Exemption No. 0805-23-1 RE-386, located in the W/2E/2 of
Section 23. The Agreement specifies drilling locations for the Eldridge Well#5-1-23 and
#41-23, amongst other provisions.
REQUIREMENT: None; advisory only.
31. Noble Energy, Inc. recorded a Request for Notification of Surface
Development pursuant to C.R.S. 24-65.5-103(3), dated October 3, 2007, on October 15,
2007, at Reception No.3511023,requesting written notification of any and all applications
for development, all initial public hearings by local government on any application for
development, and all other proposed surface development activities on all of the subject
Lands, and other lands.
Additionally,TARH E&P Holdings,LP recorded a similar Request for Notification
pursuant to C.R.S. 24-65.5-103(3), dated August 4, 2008, on August 8, 2008 at Reception
No. 3571189 requesting written notification of any and all initial public hearings by local
government on any application for development on all of the E/2 of Section 23.
Foundation Energy Management, LLC Page 120
August 18, 2009
REQUIREMENT: None; advisory only.
32. We have examined a Force Pooling Order(Order No. 381-9)entered by the
Colorado Oil and Gas Conservation Commission as to the Barney 8 well. This Order was
filed for record on October 22,2008 at Reception No.3585595. The order establishes a 160-
acre wellbore spacing unit consisting of the subject lands and pools all nonconsenting
interests in said unit,for the development and operation of the"J"Sand,Codell and Niobrara
Formations.
You have advised us that the following parties consented to the Barney 8 well:
Foundation Energy Fund, Noble Energy, Inc., Mike Pietrafeso and PBD Enterprises 85A
Properties. You have advised us that the following parties non-consented and were force
pooled by the above order: Mercer 1985B Managed Oil and Gas Program,Glenco Energy
Investments, TARH E&P Holdings, L.P., Alexander Energy, a Nevada Partnership, and
James W. Alexander,Trustee of the James W.Alexander Living Trust. As to the interest of
Energy Reserves Group(now BHP Petroleum Americas Inc.,see below), we have assumed
you will treat this as a consenting interest. You have advised us that Energy Reserves Group
(now BHP Petroleum Americas Inc.)never received notice of the Barney 8 well because their
only interest in the SW/4SE/4 of Section 23 is by virtue of the Codell Pooling Agreement,
which you were not aware of until you obtained the Butcher&Widlund opinion from Texas
American.
As to the non-consenting parties,as shown in the above Divisions of Production,their
interests will vest in them upon recovery of the 200% statutory non-consent penalty, as
provided in Colorado Revised Statutes Section 34-60-116(7).
Additionally, a Model Form Recording Supplement to Operating Agreement and
Financing Statement dated May 1, 2008 was recorded October 31, 2008 at Reception No.
3587456. This Agreement,limited to the Barney 8 Wellbore,is by and between Foundation
Energy Management, LLC, as Operator, and Noble Energy, Inc., PBD Enterprises 85A
Properties, Mike Pietrafeso and Foundation Energy Management, LLC, as Manager of
Foundation Energy Fund I, LLC, as Non-Operators.
REQUIREMENT: None; advisory only.
33. The force pooling order discussed in the previous title comment only pools
the non-consenting interests.
REQUIREMENT: In order to properly allocate production to all tracts
comprising the subject Lands, you must obtain and
record a pooling declaration for this spacing unit/well,
executed by all consenting working interest owners.
Foundation Energy Management,LLC Page 121
August 18, 2009
34. According to the Bureau of Land Management's website, Energy Reserves
Group merged into BHP Petroleum Americas Inc.in 1985. We have therefore attributed the
interest of Energy Reserves Group to BHP Petroleum Americas Inc. However,we have not
examined any record of merger/name change in the Weld County records to this effect.
REQUIREMENT: You should satisfy yourself that Energy Reserves
Group merged into/changed its name to BHP
Petroleum Americas Inc. Additionally, you should
require Energy Reserves Group to obtain and record
in Weld County, Colorado, evidence that it merged
into/changed its name to BHP Petroleum Americas
Inc.
35. Under Colorado law, proceeds from production must be paid to the owners
thereof not later than six months after the end of the month in which production is first sold.
Thereafter,such payments must be made on a monthly basis not later than sixty days for oil
and ninety days for gas and associated products following the end of the calendar month in
which the production was sold. § 34-60-118.5, Colo. Rev. Stat. Your payments to the
owners of interests in production from the subject well should be made in conformance with
these time frames.
REQUIREMENT: You must comply with the terms of this statute.
36. Many counties and municipalities in the State of Colorado have enacted
ordinances which purport to have an effect upon oil and gas drilling and development.
Certain of these regulations have been determined to be invalid,but others have been upheld
by the courts as valid exercises of local rights and not in conflict with the rules and
regulations of the Colorado Oil and Gas Conservation Commission. From the materials
examined,we cannot enumerate whether any such regulations may have an effect upon your
operations on the subject lands.
REQUIREMENT: We have assumed that prior to conducting operations
on the subject lands, you were satisfied that your
operations were either in accordance with the
regulations, or that the regulations do not properly
impact the same.
37. This opinion is subject to the rights of all parties in possession of the premises
and to matters of survey which are not readily apparent from the materials examined by us,
including easements and road and railroad rights-of-way and rights in reservoirs,ditches or
laterals thereto which may be located upon or traverse the captioned property.
REQUIREMENT: If you have not already done so, a detailed inspection
should be made of the surface of the subject lands and
Foundation Energy Management, LLC Page 122
August 18, 2009
you should be satisfied that none of the matters
referred to above does exist which would in any way
be in derogation of your title.
Subject to the title comments and requirements set out above, it is our opinion that
you may circulate appropriate division orders and,after execution of the same,proceed with
the disbursement of proceeds of production in accordance with the schedule as we have it set
out above.
Very truly yours,
BJORK LINDLEY LTTTT F PC
Jill D. t ntway
JDC:jlj
Cc: Crews &Zeren
P.O. Box 336337
Greeley, CO 80633
Attention: Ms. Cynthia A.E. Zeren, CPL
COGIS - WELL Information Page 1 of 2
COGIS - WELL Information
Scout h C. Related Q Insp. Q ID GIS a Doc a Wellbore Orders
Card MIT COA
Surface Location Data for API # 05-123-25414 Status:
PR 9/8/2008
Well Name/No: BARNEY#8 (click well name for production)
Operator: HRM RESOURCES II LLC- 10548
Status Date: 9/8/2008 Federal or State Lease#:
County: WELD#123 Location: SESW 23 6N 66W 6 PM
Field: BRACEWELL -#7487 Elevation: 4,719 ft.
Planned Location 216 FSL 1500 FWL Lat/Long: 40.46719/-104.74872 Lat/Long Source: Field Measured
As Drilled Location Footages Not Available Lat/Long: 40.46719/-104.74873 Lat/Long Source: Field Measured
Wellbore Data for Sidetrack #00 Status:
PR 9/8/2008
Spud Date: 6/17/2008 Spud Date is: ACTUAL
Wellbore Permit DIRECTIONAL
Permit#: 20076437 Expiration Date: 1/27/2009
Prop Depth/Form: 7909 Surface Mineral Owner Same: Y
Mineral Owner: FEE Surface Owner: FEE
Unit: Unit Number:
Formation and Spacing: Code: CODL, Formation: CODELL, Order: 381-5 , Unit Acreage: 160, Drill Unit: GWA
Formation and Spacing: Code: JSND , Formation: J SAND , Order: , Unit Acreage: 160, Drill Unit: GWA
Formation and Spacing: Code: NBRR , Formation: NIOBRARA, Order: 318-5, Unit Acreage: 160, Drill Unit: GWA
Wellbore Completed
Completion Date: 6/22/2008
Measured TD: 7519 Measured PB depth: 7485
True Vertical TD: 7295 True Vertical PB depth: 7261
Top PZ Location: Sec: 23 Twp: 6N 66W Footage: 98 FSL 2470 FEL Depth
Bottom Hole Location: Sec: 23 Twp:-.6N 66W Footages: 98 FSL 2470 FEL Depth
Log Types: CBL/GR/CCL, CD/CN/DIL
Casing: String Type: SURF , Hole Size: 12.25, Size: 8.625, Top: , Depth: 444, Weight:
Cement: Sacks: 320, Top: 0, Bottom:444, Method Grade:
Casing: String Type: 1ST, Hole Size: 7.875, Size:4.5,Top: , Depth: 7500,Weight:
Cement: Sacks: 450, Top: 3176, Bottom: 7500, Method Grade: CBL
Formation Log Top Log Bottom Cored DSTs
NIOBRARA 7154 7178 N N
CODELL 7339 7358 N N
Completed information for formation CODL Status: CM 9/8/2008
1st Production Date: 8/28/2008 Choke Size:
Status Date: 9/8/2008 Open Hole Completion: N
Commingled: Y Production Method:
Formation Name: CODELL Status: CM
Formation Treatment
Treatment Date: 8/26/2008
Treatment summary: 643 BBL SILVERSTIM X-LINK PAD, 144 BBL SILVERSTIM W/1 PPG 30/50 SAND, 167 BBL
SILVERSTIM W/2 PPG 30/50 SAND, 611 BBL SILVERSTIM W/3 PPG 30/50 SAND, 817 BBL SILVERSTIM W/4 PPG
20/40 SAND
Tubing Size: Tubing Setting Depth:
Tubing Packer Depth: Tubing Multiple Packer:
Open Hole Top: Open Hole Bottom:
No Initial Test Data was found for formation
CODL.
Perforation Data:
http://cogcc.state.co.us/cogis/FacilityDetail.asp?facid=12325414&type=WELL 2/22/2016
COGIS - WELL Information Page 2 of 2
Interval Bottom: 7358 Interval Top: 7340
#of Holes: 72 Hole Size: 0.41
Completed information for formation NB-CD Status: PR 9/8/2008
1st Production Date: 8/28/2008 Choke Size: 0.156
Status Date: 9/8/2008 Open Hole Completion: N
Commingled: N Production Method:
Formation Name: NIOBRARA-CODELL Status: PR
Formation Treatment
Treatment Date: 8/26/2008
Treatment summary: 2 STAGE FRAC(SEE INDIVIDUAL FORMATION TREATMENT INFORMATION)
Tubing Size: Tubing Setting Depth:
Tubing Packer Depth: Tubing Multiple Packer:
Open Hole Top: Open Hole Bottom:
Initial Test Data:
Test Date: 9/8/2008 Test Method: FLOWING
Hours Tested: 24 Gas Type: SHALE
Gas Disposal: SOLD
Test Type Measure
BBLS_H2O 28
BBLS_OIL 93
BTU_GAS 1303
CALC_BBLS_H2o 28
CALC_BBLS_OIL 93
CALC_GOR 2097
CALC_MCF_GAS 195
CASING_PRESS 830
GRAVITY_OIL L 49
MCF_GAS 195
Perforation Data:
Interval Bottom: 7358 Interval Top: 7158
#of Holes: 152 Hole Size: 0.41
Completed information for formation NBRR Status: CM 9/8/2008
1st Production Date: 8/28/2008 Choke Size:
Status Date: 9/8/2008 Open Hole Completion: N
Commingled: Y Production Method:
Formation Name: NIOBRARA Status: CM
Formation Treatment
Treatment Date: 8/26/2008
Treatment summary: 24 BBL 15% HCI, 1190 BBL SLICKWATER, 143 BBL SILVERSTIM PAD, 167 BBL SILVERSTIM
W/1 PPG 30/50 SAND, 781 BBL SILVERSTIM W/2 PPG 30/50 SAND, 825 BBL SILVERSTIM W/3 PPG 30/50 SAND,
585 BBL SILVERSTIM W/4 PPG 30/50 SAND, FLUSH 109 BBI
Tubing Size: Tubing Setting Depth:
Tubing Packer Depth: Tubing Multiple Packer:
Open Hole Top: Open Hole Bottom:
No Initial Test Data was found for formation
NBRR.
Perforation Data:
Interval Bottom: 7178 Interval Top: 7158
#of Holes: 80 Hole Size: 0.41
http://cogcc.state.co.us/cogis/FacilityDetail.asp?facid=12325414&type=WELL 2/22/2016
COUNTY ATTORNEY STAFF APPROVAL
This is to affirm the attached Division Order and authorization to receive payment for an
oil and gas well has been reviewed by the County Attorney's staff as to form and legal
description.
Well Name(s): Barney 8 File Location(s): LE0070-4
BY: DATE: 3�
Bru Barker - County Attorney
NOTES: 0.089 mineral acres/ 160 acres spacing unit * 12.5% = 0.000069 MATCH
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