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ASSIG SALE A4DZONVE"YANCE
This Assignment,Bill of Sale and Conveyance ttei signtrieft'),eeffective as co:Apnl 1,
2015; at 7.;0.0 Mountain Time ("Effective Time"), is by and between,En icana'Oil & Oat,
(USA),Inc.,a Delaware corporation("4ssfgnoe'),whose address is,370172 ,Street,Suite L700,
Denver,, Colorado 80202, and ,Crestone Peak ',14/47a Delaware 'united
liability company, whose address is 370 17th Street, 2'1,1 Floor, Dever, Colorado 80202
("Assignee), Assignor'andAssignee are, collectively,,the"Parties," and,each indiViduslly, a
"Party." Capitalized terms used but not defined in this Assignment have,the meanings given
those,tennsunder'the Purchase Agreement(defined in,Section'E below)iietween Assignor and
_Assignee.
Upon theterms and conditions of the Purchase Agreement,,for Ten Dollars and other
good and valuable consideration, the receipt and sufficiency of which Assignee acknowledges,
effective as of the Effective Time, Assignor GRANTS, BARGtS, DEEDS, SELLS,
cow-EYS, ASSIGNS, TRANSFERS, and DELIVERS unto Assignee and its successors and
assigns, ALL of,Assignor's,altd'-any of ifs,AAferliates'aright,title, and'interest, whether present,
contingent,or reversionary,in and to the following(collectively,the"Asset in:
:
(1) The leasehold estates created by the oil and,gas leases described in Exhibit A-1 `
attached hereto ;(collectively, the "Leases', and the oil, gas, gds liquids anti all other
hydrocarbons and non-hydrocarbons (".hydrocarbons") attributable to or educed,from the
Leases and the-lands covered,thereby or the lands,pooled, unitized, or:eoxnsnunitized,therewith
(the "Lands') and,all rights and interests associated,with the Leases,Hydrocarbons, and,Lands
includingall other zight„title and i terestof Assignor orany of its Affiliates in and to the Leases,
Hydrocarbons,and Lands;
(2) The oil, gas, water, monitoring, carbon dioxide, disposal and/or injection wells
located on, under, within or pooled, unitized, or communitiied wit1 the Leases and Lands
whether, producing, operating, plugged, permanently abandoned, shut in or temporarily
abandoned, including the wells described in Exhibit B-1 attached hereto (collectively, the
"Wells"),,and the pipelines and facilities associated or used_in connection With the Wells or other
Assets, including,prodtictiozi units, flow lines and compression facilities,pipelines, gathering,
processing, and treatment systems, and all real property„tangible personal property,equipment,
fixtures, improvements,Pentits,'hcenses, servitudes, rights-of-way,,easements-and other rights
to operate the Wells or facilities associated of used in,connection with the Wells or the surface
(including those rights-of-Way, and easements described in Exhibit B-2 attached hereto),in each,
case used or held for use in connection with the exploration„ development, drilling fox,
production, gathering, treatment, handling, processing„storing, transporting, sale or disposal of
Hydrocarbons of water produced from the properties and interests,included in the Assets,
US 3955515 jl15
including all equipment installed, or in the process of being installed, on the Assets as of the
Effective Time(the"Facilities and Equipment');
(3) Without limitation of the foregoing and excepting only the Excluded Assets, any
oil and gas properties or interests located in the"Contract Area"shown on Exhibit A-2 attached
hereto including all other right,title and interest(of whatever kind or character,whether legal or
equitable, and whether vested or contingent) of Assignor or its Affiliates in and to any (1)
Hydrocarbons produced from lands located within the Contract Area and (ii) property, Permits,
rights, and interests with respect to the Contract Area ((i) and (ii) include interests in oil, gas
and/or mineral leases,fee mineral interests, fee royalty interests, ovemding royalty interests,net
profits interests, production payments, surface fee lands, water rights, surface and subsurface
rights, and any other rights or interests insofar as they cover, or arise with respect to, or are
located within, the Contract Area), including any such interests described on Exhibit A-4
attached hereto;
(4) The unitization, pooling and communitization agreements, declarations and
orders, and the units created thereby and all other such agreements, in each case relating to the
Assets and to the production of Hydrocarbons,if any, attnbutable to said properties or interests
(the"Units"and,together with the Leases,Lands,and Wells,the"Oil and Gas Properties"),
(5) To the extent transferable without payment of additional consideration (unless
Assignee agrees in advance in writing to pay such additional consideration), all existing and
effective marketing agreements,area of mutual interest agreements,surface use agreements,joint
venture agreements,participation agreements,exchange agreements,division and transfer orders,
purchase and sale agreements, transportation agreements, gathering and processing contracts,
operating agreements, facilities agreements, balancing agreements, farmin and farmout
agreements, drilling and other service agreements, and other contracts, agreements, and
instruments, insofar as they relate to the Assets, including the other agreements described in
Exhibit C attached hereto, but excluding Hedge Contracts and Debt Contracts (subject to such
exclusions,the"Contracts");
(6) The field office lease for a portion of the property located at 685 Briggs Street,
Erie Colorado 80516 (Lot 17A Block 6, Town of Erie, Weld County, Colorado),together with,
to the extent transferable,all fixtures,furniture,and equipment located in such field office;
(7) The surface estate of the lands described on Exhibit A-3 attached hereto together
with all improvements, fixtures, furniture, equipment, buildings, structures, and appurtenances
located on such real property(collectively,the"Surface Property");
(8) The vehicles described in Schedule 8 3(h)attached hereto;
(9) The equipment,materials,and inventory located on or used in connection with the
Assets,including those items described on Schedule 1.2(1)attached hereto;
(10) Subject to Section 13.2 of the Purchase Agreement, and except for the data
described in Section 1.2(k)of the Purchase Agreement,the files,records,and data maintained by
Assignor and relating to the Assets(including all lease files,land files,well files,drilling reports,
Page 2
operations files, environmental files (including environmental assessments and studies),
production records, in each case including processed and reprocessed data files relating to the
Contracts, division order files, abstracts and title opinions and copies of applicable accounting
records), and all digital well files maintained in WellView (subject to the Excluded Assets, the
"Records");
(11) All geological surveys, seismic records, gravity maps, gravity meter surveys,
seismic surveys and other similar geological or geophysical surveys or data covering any portion
of the Contract Area, in each case only the extent such data is transferable without the payment
of any fee or additional consideration to a third party(unless Assignee has agreed to pay such fee
or consideration) or the breach of any confidentiality restrictions owed to any Person other than
Assignor or its Affiliates;
(12) All rights, claims, and causes of action (including warranty and similar claims,
indemnity claims, and defenses)before, on, or after the Effective Time to the extent such rights,
claims,and causes of action relate to or cover any Assumed Liabilities,
(13), Any asset,property or interest acquired by Assignor between the Effective Time
and the date hereof that would otherwise constitute an "Asset" if owned by Assignor as of the
Effective Time and for which Assignee will assume the operating costs, Losses or liabilities
arising therefrom;
(14) All Hydrocarbons (or the proceeds from the sale of Hydrocarbons)attributable to
the Oil and Gas Properties located in pipelines stored in tanks above the bottom of the applicable
downstream outlet flange and upstream of the pipeline connection,or upstream sales meter as of
the Effective Time;and
(15) All vendor-provided reports and final work products, including but not limited to
interpretations of DFIT and mini-frac results, image logs, microseismic surveys, fluid samples,
tracers,and production logs;in each case only to the extent such data is transferable without the
payment of any fee or additional consideration to a third party (unless Assignee has agreed to
pay such fee or consideration) or the breach of any confidentiality restrictions owed to any
Person other than Assignor or its Affiliates.
EXCLUDING AND RESERVING unto Assignor, however, the following "Excluded
Assets,"all of which are excluded from,this Assignment and retained by Assignor:
(a) All rights, claims, and causes of action (including warranty and similar claims,
indemnity claims, and defenses) whether arising before, on, or after the Effective Time to the
extent such rights, claims,and causes of action relate to any of the Retained Liabilities or any of
Assignor's indemnity obligations under the Purchase Agreement;
(b) Any accounts receivable trade accounts, accounts payable (other than Suspended
Revenues)or any other receivables affecting the Assets accruing before the Effective Time;
(c) Any documents related to the process of selling the Assets;
Page 3
(d) All corporate, financial (including consolidated financial statements), tax and
legal (to the extent not related to Assumed Liabilities or title or environmental condition of the
Assets)records of Assignor;
(e) All (1) contracts of insurance and (2) contractual indemnity rights to the extent
such nghts in this clause(2)do not relate to or cover any Assumed Liabilities;
(f) Except to the extent related to an upward adjustment to the Purchase Price, all
Hydrocarbons'from or attributable to the Assets with respect to all periods prior to the Effective
Time,and all proceeds attributable thereto;
(g) All claims for refunds of Seller Taxes;
(h) All documents and instruments of Assignor(or any Assignor,Affiliiate)that are(1)
except for title opinions and except for copies of documents relating to Assumed Liabilities that
Assignee is assuming as of the date hereof, subject to legal privilege(such as the attorney-client
privilege or work product doctrine) or un-Affiliated third-Person contractual restrictions on
disclosure or transfer (unless Assignee notifies Assignor that it is willing to pay a specific fee
associated therewith (if any), in which case Assignor will request that any such restriction be
waived without the requirement for Assignor to make payment of additional consideration),
(2)interpretative or subjective data (excluding the documents and instruments descnbed in
clause 15 of the definition of Assets above), (3) personnel information, (4) Income Tax
information, (5) records relating to the sale of the Assets, including proposals, and (6) claims
retained by Assignor received from and records of negotiations with third Persons and economic
analyses associated therewith;
(I) Those assets, properties and contracts described on Schedule 1.3(i) attached
hereto;
G) The files,records,and data maintained by Assignor or its Affiliates and relating to
the Assets that are maintained on Assignor's or its Affiliate's e-mail servers; •
(k) The information technology assets described on Schedule 1.3(k) attached hereto;
(1) All geological surveys, seismic records, gravity maps, gravity meter surveys,
seismic surveys and other similar geological or geophysical surveys or data covering any portion
of the Contract Area, in each case only the extent such data is not transferable without, for,
example,the payment of any fee or additional consideration(unless Assignee has agreed to pay
such fee or consideration) or the breach of any confidentiality restrictions owed to Persons other
than Assignor or its Affiliates,
(in) All vendor-provided reports and final work products,including but not limited to
interpretations of DFIT and mini-f ac results, image logs, microseismic surveys, fluid samples,
tracers,and production logs,in each case only to the extent such data is not transferable without
the payment of any fee or additional consideration to a third party(unless Assignee has agreed to
pay such fee or consideration) or the breach of any confidentiality restrictions owed to any
Person other than Assignor or its Affiliates;
Page 4
1
(n) Hedge Contracts;
(o) Debt Contracts;
(p) All prepaid expenses, deposits, and cash (including rights with respect to
restricted cash and escrows) held by or on behalf of Seller or its Affiliates from or for the
account of other working interest owners with respect to operations conducted (or to be
conducted)after the Effective Time;
(q) All Imbalance Volumes relating to the Assets and ail rights,claims,and causes of
action (including warranty and similar claims, indemnity claims, and defenses) related to such
Imbalance Volumes;and
(r) All drilling and rig contracts.
TO HAVE AND,TO HOLD the Assets,together with all the rights,privileges,contracts
and appurtenances, m any way appertaining or belonging thereto, unto Assignee, its successors
and assigns,forever,subject to,however,all of the following terms and conditions:
A. Assumption. Subject to the terms of the Purchase Agreement, as of the Effective
Time,with respect to each of the Contracts being assigned under this Assignment,Assignee does
hereby assume and agree to be bound by all express and implied covenants, nghts, benefits,
conditions, obligations, and liabilities under such Contracts to the extent such covenants, rights,
benefits,conditions,obligations and liabilities constitute Assumed Obligations.
B. Special Warranty of Title. Subject to (1)the terms of the Purchase Agreement,
and (2)the Permitted Encumbrances, Assignor warrants and will forever defend title to the
Assets unto Assignee and its successors and assigns against every and all Persons claiming the
same, or any part thereof,by,through,or under Assignor or its Affiliates from and after April 5,
2002,but not otherwise. The special warranty of title set forth in this Assignment shall survive
the Closing until the date that is two years after the Execution Date, and, at and after such date,
the special warranty will expire and terminate, and Assignee will have no right to make any
claims against Seller, its Affiliates, or its or their successors or assigns for any alleged or actual
breach thereof.
1 ,
C. Subrogation. To the extent permitted by Law, Assignee shall be subrogated to
Assignor's rights in and to representations, warranties, and covenants given with respect to the
Assets. Assignor hereby grants and transfers to Assignee, its successors and assigns, to the
extent so transferable and permitted by Law,the benefit of and the right to enforce the covenants,
representations, and warranties, if any, which Assignor is entitled to enforce with respect to the
Assets.
D. Disclaimers.
1. EXCEPT FOR THE SPECIAL WARRANTY OF TITLE SET FORTH
HEREIN, ASSIGNOR'S EXPRESS REPRESENTATIONS AND WARRANTIES
CONTAINED IN THE PURCHASE AGREEMENT AND THE OTHER TRANSACTION
DOCUMENTS,ASSIGNOR'S OBLIGATIONS UNDER ARTICLES W,V AND XIV OF THE
Page 5
PURCHASE AGREEMENT, AND THE RIGHTS AND REMEDIES OF ASSIGNEE AS A
RESULT OF ANY ACTS OF FRAUD (AS DEFINED IN THE PURCHASE AGREEMENT)
BY ANY MEMBER OF THE SELLER INDEMNIFIED PARTIES, THE ASSETS ARE
BEING CONVEYED BY ASSIGNOR TO ASSIGNEE WITHOUT WARRANTY OF ANY
KIND, EXPRESS, IMPLIED, STATUTORY, COMMON LAW OR OTHERWISE,AND THE
PARTIES HEREBY EXPRESSLY DISCLAIM, WAIVE AND RELEASE ANY EXPRESS
WARRANTY OF MERCHANTABILITY, CONDITION OR SAFETY AND ANY
EXPRESSED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE,AND SUBJECT '
TO THE SPECIAL WARRANTY OF TITLE SET FORTH HEREIN AND ASSIGNOR'S
INDEMNITY OBLIGATIONS UNDER THE PURCHASE AGREEMENT AND THE RIGHTS
AND REMEDIES OF ASSIGNEE AS A RESULT OF ANY ACTS OF FRAUD(AS DEFINED
IN THE PURCHASE AGREEMENT) BY ANY MEMBER OF THE SELLER INDEMNIFIED
PARTIES,ASSIGNEE ACCEPTS THE ASSETS, "AS IS, WHERE IS, WITH ALL FAULTS,
WITHOUT RECOURSE." EXCEPT FOR THE SPECIAL WARRANTY OF TITLE SET
FORTH HEREIN AND ASSIGNOR'S EXPRESS REPRESENTATIONS AND
WARRANTIES CONTAINED IN THE PURCHASE AGREEMENT AND THE
TRANSACTION DOCUMENTS ALL DESCRIPTIONS OF THE WELLS, EQUIPMENT,
FACILITIES, PERSONAL PROPERTY, FIXTURES, AND STRUCTURES HERETOFORE
OR HEREAFTER FURNISHED TO ASSIGNEE BY ASSIGNOR HAVE BEEN AND SHALL
BE FURNISHED SOLELY FOR ASSIGNEE'S CONVENIENCE, AND HAVE NOT
CONSTITUTED AND SHALL NOT CONSTITUTE A REPRESENTATION OR
WARRANTY OF ANY KIND BY ASSIGNOR. EXCEPT FOR THE SPECIAL WARRANTY
OF TITLE SET FORTH HEREIN AND ASSIGNOR'S EXPRESS REPRESENTATIONS AND
WARRANTIES CONTAINED IN THE PURCHASE AGREEMENT AND THE
TRANSACTION DOCUMENTS ASSIGNEE EXPRESSLY WAIVES THE WARRANTY OF
FITNESS AND THE WARRANTY AGAINST VICES AND DEFECTS, WHETHER
APPARENT OR LATENT,IMPOSED BY ANY APPLICABLE STATE OR FEDERAL LAW.
2. EXCEPT FOR THE SPECIAL WARRANTY OF TITLE SET FORTH
HEREIN AND ASSIGNOR'S EXPRESS REPRESENTATIONS AND WARRANTIES IN
THE PURCHASE AGREEMENT AND THE TRANSACTION DOCUMENTS AND
SUBJECT TO ASSIGNEE'S RIGHTS UNDER ARTICLES IV, V, AND XIV OF THE
PURCHASE AGREEMENT, INCLUDING THE RIGHTS AND REMEDIES OF ASSIGNEE
AS A RESULT OF ANY ACTS OF FRAUD (AS DEFINED IN THE PURCHASE
AGREEMENT) BY ANY MEMBER OF THE SELLER INDEMNIFIED PARTIES,
ASSIGNOR HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY IMPLIED OR
EXPRESS WARRANTY AT COMMON LAW,BY STATUTE OR OTHERWISE RELATING
TO (1)THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY OF THE
RECORDS OR OTHER INFORMATION FURNISHED WITH RESPECT TO THE
PURCHASE AGREEMENT; (2)THE EXISTENCE OR EXTENT OF RESERVES OR THE
VALUE OF THE ASSETS BASED THEREON; (3)THE CONDITION OR STATE OF
REPAIR OF ANY OF THE ASSETS, (4)THE ABILITY OF THE ASSETS TO PRODUCE
HYDROCARBONS, INCLUDING PRODUCTION RATES, DECLINE RATES AND
RECOMPLETION OPPORTUNITIES; (5)REGULATORY MATTERS; (6)THE PRESENT
OR FUTURE VALUE OF THE ANTICIPATED INCOME, COSTS OR PROFITS, IF ANY,
TO BE DERIVED FROM THE ASSETS,(7)THE ENVIRONMENTAL CONDITION OF'THE
Page 6
ASSETS; OR (8)ANY PROJECTIONS AS TO EVENTS THAT COULD OR. COULD NOT
OCCUR
3. THIS DISCLAIMER AND DENIAL OF WARRANTY ALSO
EXTENDS TO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO
THE PRICES ASSIGNEE AND ASSIGNOR ARE OR WILL BE ENTITLED TO RECEIVE
FROM PRODUCTION OF OIL, GAS OR OTHER SUBSTANCES FROM THE ASSETS, IT
BEING ACKNOWLEDGED,AGREED AND EXPRESSLY UNDERSTOOD THAT,EXCEPT
FOR THE SPECIAL WARRANTY OF TITLE SET FORTH HEREIN, ASSIGNOR'S
EXPRESS REPRESENTATIONS AND WARRANTIES IN THE PURCHASE AGREEMENT
AND THE TRANSACTION DOCUMENTS AND THE RIGHTS AND REMEDIES OF
ASSIGNEE AS A RESULT OF ANY ACTS OF FRAUD (AS DEFINED IN THE PURCHASE
AGREEMENT) BY ANY MEMBER OF THE SELLER INDEMNIFIED PARTIES, ALL
PRICE AND VALUE ESTIMATES UPON WHICH ASSIGNEE HAS RELIED OR IS
RELYING HAVE BEEN DERIVED BY THE INDIVIDUAL AND INDEPENDENT
EVALUATION OF ASSIGNEE. ASSIGNEE ALSO STIPULATES, ACKNOWLEDGES,
AND AGREES THAT RESERVE REPORTS ARE ONLY ESTIMATES OF PROJECTED
FUTURE OIL AND GAS SALES PRICES,ALL OF WHICH FACTORS ARE INHERENTLY
IMPOSSIBLE TO PREDICT ACCURATELY EVEN WITH ALL AVAILABLE DATA AND
INFORMATION.
4. EXCEPT FOR ASSIGNOR'S EXPRESS REPRESENTATIONS AND
WARRANTIES IN THE PURCHASE AGREEMENT AND THE TRANSACTION
DOCUMENTS,AND SUBJECT TO ASSIGNEE'S RIGHTS UNDER ARTICLES IV,V,AND
XIV OF THE PURCHASE AGREEMENT,INCLUDING THE RIGHTS AND REMEDIES OF
ASSIGNEE AS A RESULT OF ANY ACTS OF FRAUD (AS DEFINED IN THE PURCHASE
AGREEMENT) BY ANY MEMBER OF THE SELLER INDEMNIFIED PARTIES,
ASSIGNOR HAS NOT AND WILL NOT MAKE ANY REPRESENTATION OR
WARRANTY REGARDING ANY MA 1!'ER OR CIRCUMSTANCE RELATING TO
ENVIRONMENTAL LAWS,THE RELEASE OF MATERIALS INTO THE ENVIRONMENT
OR THE PROTECTION OF HUMAN HEALTH, SAFETY, NATURAL RESOURCES OR
THE ENVIRONMENT, OR ANY OTHER ENVIRONMENTAL CONDITION OF THE
ASSETS, AND NOTHING IN THE PURCHASE AGREEMENT OR OTHERWISE SHALL
BE CONSTRUED AS SUCH A REPRESENTATION OR WARRANTY, AND SUBJECT TO
ASSIGNOR'S EXPRESS REPRESENTATIONS AND WARRANTIES IN THE PURCHASE
AGREEMENT AND THE TRANSACTION DOCUMENTS, AND ASSIGNEE'S LIMITED
RIGHTS UNDER THE PURCHASE AGREEMENT AND THE TRANSACTION
DOCUMENTS, INCLUDING THE RIGHTS AND REMEDIES OF ASSIGNEE AS A
RESULT OF ANY ACTS OF FRAUD (AS DEFINED IN THE PURCHASE AGREEMENT)
BY ANY MEMBER OF THE SELLER INDEMNIFIED PARTIES, ASSIGNEE SHALL BE
DEEMED TO BE TAKING THE ASSETS "AS IS"AND "WHERE IS" WITH ALL FAULTS
FOR PURPOSES OF THEIR ENVIRONMENTAL CONDITION, AND EXCEPT TO THE
EXTENT ASSIGNOR IS IN BREACH OF ITS OBLIGATIONS UNDER ARTICLE III OF
THE PURCHASE AGREEMENT, ASSIGNEE HAS MADE OR CAUSED TO BE MADE
SUCH ENVIRONMENTAL INSPECTIONS OR ENVIRONMENTAL ASSESSMENTS AS
ASSIGNEE DEEMS APPROPRIATE.
Page 7
5. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT,
TO THE EXTENT REQUIRED BY APPLICABLE LAW, THE DISCLAIMERS
CONTAINED IN THIS ASSIGNMENT ARE "CONSPICUOUS" FOR THE PURPOSES
OF SUCH APPLICABLE LAW.
E Entire Understanding: Purchase Agreement. This Assignment supersedes all
other prior written or oral agreements, except the Purchase and Sale Agreement between
Assignor and Assignee dated October 7,2015 (as amended,the"Purchase Agreement'),which
this Assignment is made subject to. If there is any express conflict between the terms of this
Assignment and the terms of the Purchase Agreement,the Purchase Agreement shall control in
all respects and shall not merge into the terms of this Assignment There are no oral agreements
between the Parties not set out in writing.
F. Amendment and Waiver. This Assignment may be altered, amended, or waived
only by a written agreement executed by the Parties No waiver of any provision of this
Assignment shall be deemed or shall constitute a waiver of any other provision of this
Assignment(whether or not similar),nor shall such waiver constitute a continuing waiver unless
otherwise expressly provided
G Successors and Assigns. This Assignment binds and inures to the benefit of
Assignor and Assignee and their respective successors and assigns. This Assignment is intended
to be recorded and filed of record.
H. Government Forms. Separate governmental forms of assignment covering the
Assets may be executed by Assignor to Assignee in sufficient counterparts to satisfy applicable
statutory and regulatory requirements. Those assignments shall be deemed to contain all of the
exceptions,reservations,warranties,rights,titles,power and privileges set forth herein as fully as
though they were set forth in each such assignment. The interests conveyed by such separate
assignments are the same,and not in addition to,the Assets conveyed in this Assignment.
I. Governing Law This Assignment and any arbitration or Dispute resolution
conducted pursuant hereto shall be construed in accordance with, and governed by, the laws of
the State of Colorado without reference to the conflict of laws principles thereof
J. Exhibits. All exhibits attached to this Assignment are made part hereof and
incorporated herein by reference References in such exhibits to instruments on file in the public
records are notice of such instruments for all purposes. Unless provided otherwise,all recording
references in such exhibits are to the appropriate records of the counties in which the Assets are
located.
K Recording. To facilitate the recording or filing of this Assignment, the
counterpart to be recorded in a given county may contain only that portion of the exhibits and
annexes that describes the Assets located in that county.
L. Counterparts. This Assignment may be executed in any number of counterparts,
and each counterpart hereof shall be effective as to each Party that executes the same whether or
not all of such Parties execute the same counterpart. If counterparts of this Assignment are
Page 8
i
executed, the signature pages from various counterparts may be combined mto one composite
mstrument for all purposes All counterparts together shall constitute only one Assignment,but
each counterpart shall be considered an original
M. Further Assurances. Each Party covenants and agrees to execute and deliver to
the other Party all such additional reasonable instruments and other documents and will do all
such other reasonable acts and things as may be necessary to more fully assure to Assignee or its
successors or assigns, all of the respective properties, rights and interests herein and hereby
granted or intended to be granted, including, without limitation, executing separate assignments
of mdividual oil,gas and mineral leases or interests therein,which are included in the Assets and
which are necessary to facilitate the recognition of Assignee's ownership of the Assets.
[Signature pages follow]
r
Page 9
Assignor has executed this Assignment as of the date of Assignor's acknowledgment .
below,but this Assignment shall be effective as of the Effective Time.
ASSIGNOR
ENCANA OIL&GAS (USA)INC.
By:
Name: onstance D.Hea
Title: Attorney-in-fact
STATE OF COLORADO §
CITY AND §
COUNTY OF DENVER §
This instrument was acknowledged before me on the day of
20 f lam. by Constance D. Heath, as Attorney-in-fact of Encana Oil& Gas (USA) Inc, a elaware
corporation,on behalf of the corporation.
MELISSA M CHAVPUBLIC
' �/�� nL
ROTARY PUBLIC A (�� /J�
STATE OF COLORADO 4 �y
NOTARY 1D 120094960110 !J
MY COMMISSION EXPIRES FEBRUARY 04 2017 Notary Public:Melissa M.Chavez
My Commission Expires:February 4,2017
Signature Page to Recordable Assignment, Bill of Sale and Conveyance
Assignee has executed this Assignment as of the date of Assignee's acknowledgment
below,but this Assignment shall be effective as of the Effective Time.
ASSIGNEE
CRESTONE PEAK RESOURCES
HOLDINGS LLC
By. Crestone Peak Resources LLC,
its sole member
By: Crestone Peak Resources LP,
its sole member
By: Crestone Peak Resources GP Inc.,
its general partner
By:
46)(7._
Name: AN/tit Ski-
Title- Pr,er fGker,�'
STATE OF COLORADO §
CITY AND §
COUNTY OF DENVER §
This instrument was acknowledged before me on theoC day o 201/4,
by RVt k as J' d-dA.t of Creston Peak Reso ces Holdings
LLC,a Delaware limited liability company,on behalf of said company.
MELISSA M PUBLIC
Z X/Z1;2t ���
1)
NOTARY PUBLIC
STATE OF COLORADO
NOTARY XI I*20064050110FEBRUARY
Notary Public Melissa M ez
MY COMMISSION EXPIRES FEBRUARY 04 2017
My Commission Expires:February 4,2017
Signature Page to Recordable Assignment, Bill of Sale and Conveyance
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