HomeMy WebLinkAbout20144029.tiff 4089206 03/10/2015 04:02 PM
Total Pages:218 Rec Fee:$1,096.00
Carly Koppes-Clerk and Recorder,Weld County, CO
AMENDED AND RESTATED
ASSIGNMENT,BILL OF SALE AND CONVEYANCE
Weld County,Colorado
KNOW ALL MEN BY THESE PRESENTS:
NOBLE ENERGY, INC., a Delaware corporation, and NOBLE ENERGY WYCO,
LLC, a Delaware limited liability company, each of such entity's address being 1001 Noble
Energy Way,Houston,Texas 77070(collectively,"Assignor"in the singular and"Assignors"in
the plural), for and in consideration of the sum of Ten Dollars ($10.00) and other good and
valuable consideration,the receipt and sufficiency of which are hereby acknowledged,do hereby
GRANT, DEED, SELL, ASSIGN, TRANSFER, AND CONVEY, subject to the terms of the
"Agreement", as defined below, and the exceptions and reservations and the terms and
provisions herein contained,to EXTRACTION OIL&GAS,LLC,a Delaware limited liability
company, whose address is 1888 Sherman Street, Suite 200, Denver, Colorado 80202
(" Nee"), the entirety of Assignors' right, title and interest, including all rights, estates,
powers and privileges appurtenant thereto in and to the following described assets and interests
(collectively,the"Acquired Assets"):
(a) all Hydrocarbon leases (or portion thereof) located within the Project
Area,including those listed on Exhibit A (to the extent located within the Project Area,
the"Acquired Leases");the lands covered by the Acquired Leases and all corresponding
interest in all of the property and rights incident thereto (excluding any Royalties
included in the Excluded Assets, the "Leased Lands"); and the production of
Hydrocarbons in,on,or under the Leased Lands(collectively,the"Acquired Interests");
(b) all existing and effective unitization, pooling, and communitization
agreements, declarations, and orders covering any of the Leased Lands (the Leased
Lands, together with all other lands pooled or unitized under such agreements,
declarations,and orders to the extent located within the Project Area, are referred to as
the"Lands");
(c) all Hydrocarbon wells, water wells, disposal wells, injection wells,
abandoned wells and any other wells and any associated pipelines and gathering systems
located in the Project Area, including the oil and gas wells and any associated lateral
pipelines listed on Exhibit B and the pipeline and gathering systems listed on Exhibit E,
whether producing or non-producing(to the extent located within the Project Area, the
"Acquired Wells", and together with the Acquired Interests and the Lands, the
"Acquired Properties");
(d) all owned and leasehold interests in Equipment and Operating Inventory
located on the Lands as of the Execution Date, together with any additional Equipment
and Operating Inventory located on the Lands or held for use as of the Closing Date in
connection with Operations applicable to the Acquired Properties (but excluding in all
cases the Excluded Assets);
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(e) all Hydrocarbons (or the proceeds from the sale of Hydrocarbons for
which no adjustment is made to the Base Purchase Price under Section 3.2 of the
Agreement) in, on, or under, or that may be produced from, the Lands on or after the
Effective Time, all Hydrocarbon inventories from or attributable to the Lands in storage
on the Effective Time, and all Hydrocarbons attributable to make-up rights and
obligations with respect to imbalances attributable to the Lands;
(f) all Easements within the Project Area or that are used or useful as of the
Effective Time in connection with (i) the Operations applicable to the Acquired
Properties and(ii) the pipeline and gathering systems listed on Exhibit E, including the
Easements listed on Exhibit C;
(g) all transferable Permits that have been granted or issued as of the
Closing Date in connection with the Operations applicable to the Acquired Properties;
(h) to the extent transferable, all Hydrocarbon sales, purchase, gathering,
and processing contracts, operating agreements, balancing agreements, joint venture
agreements, partnership agreements, farmout and tannin agreements, area of mutual
interest agreements, contribution agreements, and other contracts and agreements in
connection with the Operations on the Acquired Assets to which either Assignor is a
party or which bind the Acquired Assets (to the extent applicable to Acquired Assets
located within the Project Area,the"Acquired Contracts";including the contracts and
agreements listed on Exhibit A-4 to the Agreement (the "Material Contracts");
provided, however, that the Acquired Contracts shall not include any proprietary or
unrecorded contracts or agreements by which either Assignor acquired its interest in the
Acquired Interests or Lands, in each case to the extent, and only to the extent, such
Acquired Contracts do not relate to or burden the Acquired Interests or Lands;
(i) the interests in surface real property and leasehold estates in surface real
property used or held for use in connection with the ownership or operation of the
Acquired Assets, including those interests listed on Exhibit D (to the extent located
within the Project Area,the"Acquired Real Estate"),which Exhibit D indicates whether
each such parcel of real estate is owned or leased by Assignors;
(j) to the extent transferable without (i)payment of a transfer,licensing or
similar fee,penalty or other consideration under third party agreements not advanced or
reimbursed by Assignee or(ii)Assignor or Assignee obtaining any third party consent;a
non-exclusive, non-transferable license to receive copies of all Technical Data (the
"Acquired Data"); provided,however, that Assignee shall have the option(exercisable
upon written notice to Assignor) to elect any transfer, or fees, costs, and expenses
associated with the assignment or transfer to Assignee of any such Acquired Data;
(k) except to the extent relating to the Excluded Assets, and except for
Claims,payments,and proceeds under insurance policies(the proceeds of which are not
transferred in connection with any Casualty Losses that are covered under Section 10.11
of the Agreement), all Receivable Amounts payable to Assignor that are listed on
Schedule 14.1(j)of the Agreement(to the extent not paid by the Final Settlement Date)or
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rights to payment arising out of or attributable to the Acquired Properties accruing or
attributable to any period after the Effective Time,and all rights,Claims,refunds,causes
of action,or choses in action relating to the foregoing,except in each case with respect to
Property and Production Taxes for which Assignee is responsible under Section 15.1 of
the Agreement
(I) to the extent transferable and not related to or arising out o&or covering
any of the Excluded Assets or relating to matters for which Assignors have agreed to
indemnify, defend or hold harmless the Indemnified Purchaser Parties under the
Agreement, all warranties, and rights to indemnification and defenses with tesp&t to
the Acquired Assets described in(a)through(k)above;and
(m) to the extent transferable, all Records to the extent relating to the
Acquired Assets described in(a)through(k)above or the Operations applicable to the
Acquired Proyc,ties maintained by or in the possession of Assignors or any of their
Affiliates(the"Acquired Records").
Notwithstanding anything to the contrary contained herein, Assignors hereby except,
exclude and reserve from the grant and conveyance described herein,unto themselves and their
surrescors and assignees,the entirety of Assignors'right,title and interest, including all rights,
estates,powers and privileges appurtenant thereto,in and to the following("Excluded Assets"):
(a) all accounts receivable or rights to payment, refund, or indemnity
accruing or attributable to any period before the Effective Time,including the right to
any payments with respect to any Royalties,the full benefit of all Liens,security for
such accounts or rights to payment accruing or attributable to any period before the
Effective Time or that include or relate to any of the Retained Liabilities,and all rights,
Claims,refunds,causes of action,or choses in action relating to the foregoing,except
in each case with respect to Property and Production Taxes for which Assignee is
responsible under Section 15.1 of the Agreement;
(b) all production of Hydrocarbons from or attributable to the Acquired
Properties with respect to any period before the Effective Time, other than
Hydrocarbons in storage on the Effective Time and make-up Hydrocarbon with respect
to imbalances described in Section 2.2(e) of the Agreement, and any proceeds
attributable to any such pre-Effective Time production for which no adjustment is made
to the Base Purchase Price under Section 3.2 of the Agreement,and all rights,Claims,
refunds,causes of action,or choses in action relating to such production or proceeds;
(c) except as contemplated in Section 10.11 of the Agreement in respect of
Casualty Losses,all insurance policies,and any Claims,payments,and proceeds under
any such insurance policies;
(d) all Hedging Instruments and any rights under any such Hedging
Instruments;
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(e) all deposits, surety, bonds, rights under any letters of credit, and
collateral pledged to secure any Liability or obligation of Assignors in respect of the
Acquired Assets;
(f) all rights or interest of Assignors in any Intellectual Property;
(g) all information entitled to legal privilege, including attorney work
product and attorney-client communications(excluding title opinions),and information
relating to the Excluded Assets;
(h) Assignors'or their Affiliates' studies related to reserve assessments and
economic estimates and analyses;
(i) records relating to the auction, marketing, acquisition or disposition
agreements(or proposed acquisition or disposition)of the Acquired Assets,including
the existence, identity and inquiries and proposals received from or made to, and
records of negotiation with, any Person, and any economic analyses associated
therewith, but excluding rights under confidentiality, non-disclosure and similar
agreements related to the foregoing (which shall be Acquired Assets to the extent
transferable);
(j) any Assets and Properties of Assignors specifically listed in Exhibit G
regardless that such Assets and Properties may be used or held for use in connection
with the Acquired Assets;
(k) all proceeds from the settlement or disposition of any Claims,
Proceedings,or disputes to the extent such proceeds relate to the other Excluded Assets
or the Retained Liabilities;
(I) to the extent relating to the other Excluded Assets or relating to matters
for which Assignors have agreed to indemnify the Indemnified Purchaser Parties under
the Agreement or relating to any of the Retained Liabilities,all warranties and rights to
indemnification;
(m) audit rights under operating agreements or other contracts or agreements
with respect to periods before the Effective Time or in connection with any other
Excluded Assets or matters for which Assignors have agreed to indemnify the
Indemnified Purchaser Parties under the Agreement or relate to any of the Retained
Liabilities(and Assignee will cooperate with Assignors to facilitate Assignors'exercise
of such rights);
(n) all fee Hydrocarbon and mineral interests, Royalties, non-participating
royalty interests, and other interests burdening the Acquired Properties, in each case
excluding any royalties, overriding royalties,net profit interests,productions payment
or other non-cost bearing revenue interests derived from interests in oil and gas leases
or oil and gas leasehold estates;
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(o) all rights, Claims, refunds, causes of action, or choses in action of
Assignors(i)under the Transaction Documents,(ii)arising out of or relating to any of
the other Excluded Assets, the Retained Liabilities or any other matters for which
Assignors are obligated under the Agreement to indemnify any Person,(iii)attributable
to Title Defects or Environmental Defects to the extent the Base Purchase Price has
been reduced as a result of such Title Defect or Environmental Defect or (iv) any
Indemnified Title Defect or Indemnified Environmental Defect to the extent Assignors
are obligated under the Agreement to indemnify any Person;
(p) corporate, financial, Tax and legal data and records of Assignors that
relate primarily to Assignors' business generally (whether or not relating to the
Acquired Assets), or to businesses of each Assignor and any Affiliate of Assignors
other than the exploration and production of Hydrocarbons(but excluding any financial
information or records provided by Assignors to Assignee in accordance with Section
10.20 of the Agreement);
(q) ownership of all Technical Data and any and all interpretive data and
analysis of any of the foregoing;
(r) any Tax refund (whether by payment, credit, offset or otherwise, and
together with any interest thereon) in respect of any Taxes for which Assignors are
liable for payment or required to indemnify Assignee under the Agreement;
(s) any Claims of Assignors or any Affiliate of Assignors for any refunds of
or loss of carty forwards with respect to(i)severance Tax abatements with respect to
all taxable periods or portions thereof ending on or prior to the Effective Time, (ii)
Income Taxes or franchise Taxes or(iii)any Taxes attributable to any Excluded Assets;
(t) all personal property of Assignors or any Affiliates of Assignors that is
not included within the definition of"Acquired Assets",including all vehicles,personal
computers and associated peripherals, licensed software, all radio (excluding SCADA
equipment),cell phones and telephone equipment;
(u) all real property,personal property and leasehold interests of Assignors
or any Affiliates of Assignors not located within the Project Area;and
(v) all right, title and interest in any Acquired Contracts to the extent and
only to the extent such Acquired Contracts relate to any real property,personal property
and leasehold interests of Assignors or any Affiliate of Assignors not located within the
Project Area.
Assignors and Assignee also agree to the additional following terms and conditions:
1. This Amended and Restated Assignment,Bill of Sale and Conveyance("Assignment")
shall be effective as of January I, 2014, at 12:01 am., Houston, Texas, time (the "Effective
Time") and shall be subject to the terms and conditions of that certain First Amended and
Restated Purchase and Sale Agreement dated effective as of October 23, 2014, between
Assignors and Assignee (as amended, the "Agreement"), which terms and conditions are
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incorporated herein by reference. If there is any conflict between the terms of this Assignment
and the terms of the Agreement,the Agreement shall control in all respects and shall not merge
into the terms of this Assignment. Capitalized terms used in this Assignment that are not
otherwise defined herein or on Appendix I shall have the respective meanings given to them in
the Agreement.
2. This Assignment hereby corrects,amends,restates and replaces in its entirety that certain
Assignment,Bill of Sale and Conveyance, from Assignors to Assignee,dated effective as of the
Effective Time, recorded on February 27, 2015, in the Weld County, Colorado real property
records under Reception No. 4086521 (the "Original Assignment"). To the extent of any
conflict between the terms,conditions or exhibits of this Assignment and the terms,conditions or
exhibits of the Original Assignment,the terms,conditions and exhibits of this Assignment shall
control in all respects.
3. Except as set forth in the Agreement,Assignors make no warranty,express,implied or
statutory,as to any of the rights,titles or interests hereby conveyed, and all such rights,titles or
interests are sold to and accepted by Assignee"as-is"and"where-is"with all defects and faults,
if any,except that other than any Permitted Liens,Assignors warrant title to the Acquired Assets
against all persons lawfully claiming the same, or any part thereof, by, through or under
Assignors,but not otherwise.
4. Subject to Section 17.16 of the Agreement, Assignee hereby assumes and agrees to
timely and fully pay,perform,and otherwise discharge,the Assumed Liabilities,under the terms
of,and subject to the conditions in,the Agreement.
5. Separate governmental forms of assignments of the Acquired Leases may be executed on
officially approved forms by Assignors and 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,powers and privileges set forth herein
as fully as though they were set forth in each such assignment. The interests conveyed by such
separate assignments are the same, and not in addition to the interests conveyed by this
Assignment and are not intended to modify, and shall not modify, any of the terms, covenants
and conditions or limitations on warranties set forth in this Assignment and are not intended to
create, and shall not create, any representations, warranties or additional covenants of or by
Assignors to Assignee.
6. This Assignment and all rights and covenants in connection herewith shall be binding
upon the parties hereto, and their respective heirs, successors, and assigns, and the covenants
hereof shall run with the Acquired Assets. This Assignment is intended to be recorded and filed
of record. To facilitate recordation, there are omitted from the Exhibits to this Assignment in
certain counterparts descriptions of property located in recording jurisdictions other than the
jurisdiction (tax district, county, parish, state, or federal agency) in which the particular
counterpart is to be filed or recorded.
7. This Assignment may be executed and delivered in one or more counterparts, each of
which when executed and delivered shall be an original,and all of which when executed shall
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constitute one and the same instrument. Multiple counterparts of this Assignment may be
recorded with federal agencies and in the counties and parishes of the states where the Assets are
located,but the inclusion of a description of any Acquired Asset in more than one counterpart of
this Assignment shall not be construed as having effected any cumulative, multiple or
overlapping interest in the applicable Acquired Asset.
8. To the extent permitted by Law,Assignee shall be subrogated to Assignors'rights in and
to representations,warranties and covenants given by others with respect to the Acquired Assets,
and Assignors hereby grant and transfer 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 Assignors are entitled to enforce with respect to the
Acquired Assets.
9. Assignors agree to execute and deliver to Assignee, from time to time, such other and
additional instruments, notices, and other documents, and to do all such other and further acts
and things as may be necessary to more fully and effectively grant, convey and assign to
Assignee the Acquired Assets.
[Signature pages follow]
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IN WiTNEiSS WHEREOF,this Assignment.Bill of Sale and Conveyance is executed and
delivered to be effective as of the Effective Time.
ASSIGNOR&
NOBLE ENERGY WYCO. C
Name:Tiunothy K.Baumgart
Title: Vice Presidtnt
ACKNOWLEDGMENT
STATE OF TEXAS §
§
COUNTY OF HARRIS
The foregoing instrument was acknowledged before me this 4111 of March, 20[5, by
Timothy K. Baumgart as Vice President of Noble Energy WyCo, LLC, a Delaware limited
liability company,on behalf of the limited liability company.
r NOTARY PUBLIC in and for the aforesaid
y r
rsrcwaesyarFzv+r+as County an tat
tbMtoZADIS Name: ( hi,V1
Commission F,xPires: 1 t
Notary No. _VI_...._.... .L
DliA s2ti L-TK)
Signature Page to Weld County,Colorado Assignment
4089206 03/10/2015 04:02 PM
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NOBLE ENERGY.INC.
By: ��ueum .,�w .kn.
Na
me: kJ_awson man #
Title: Vice President—Business Development
ACKNOWLEDGMENT
STATE OF TEXAS- §
§
COUNTY OF HARRIS §
The foregoing instrument was acknowledged before me this a of March,2015, by
Lawson Freeman as.Vice President—Business.Development of Noble Energy.inc.,a Delaware
corporation,on behalf of the corporation.
asoric 6ERRPIID d ._.._.
as tuo<anvweK.%EDT: im NOTARY PUBLIC in and for the aforesaid
k�'''��� rayCommluionExtxn3a County and State
t � won.2016
Name: ��11on44 rn;rG�.
Commission Expires: M•a4/-f ,
Notary No. bn' 2ctq 2.rLl____
Signature Page to Weld County,.Colorado Assignment
4089206 03/10/2015 04:02 PM
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ASSIGNEE:
EXTRACTIc el S;LLC
Name: , alt Owens
Title: President.
ACKNOWLEDGMENT
STATE OF COLORADO §
CITY AND §
COUNTY OF DENVER__ §
This instrument was acknowledged before me on 1r3 Yf March,2015,by Matt Owens
as President of Extraction Oil&Gas,LLC.a Delaware limited liability company,on behalf of
the limited liability company.
WITNESS my hand and official seal.
Mgg
My commission expires: UL ,
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tiC►tARY
VIWcaseLMLIC
SFA1!OF COLORADO
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