HomeMy WebLinkAbout20141346.tiff RESOLUTION
RE: AUTHORIZE EXTENSION OF OIL AND GAS LEASE COVERING CERTAIN
PROPERTY OWNED BY WELD COUNTY, COLORADO - S18 AND S19, T9N, R57W
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, Weld County is the owner of vast mineral lands located in Weld County,
Colorado, and
WHEREAS, Whiting Oil and Gas Corporation submitted a request to extend the lease of
11.5 net mineral acres, more or less, described to-wit:
Section 18 and 19, Township 9 North,
Range 57 West of the 6th P.M., Weld County,
Colorado, and
WHEREAS, Weld County desires to approve the request submitted by Whiting Oil and
Gas Corporation, to extend the lease on the above-described mineral acreage for$133.34 per net
mineral acre, for a total sum of $1,533.34, together with a rental fee of one dollar ($1.00) per net
mineral acre, which is to run for a period of six (6) months, commencing at twelve o'clock noon on
May 4, 2014, and ending at twelve o'clock noon on November 4, 2014.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the request submitted by Whiting Oil and Gas Corporation, to extend the
lease on the above-described mineral acreage for$133.33 per net mineral acre, for a total sum of
$1,533.34, together with a rental fee of one dollar($1.00) per net mineral acres, which is to run for
a period of six (6) months, commencing at twelve o'clock noon on May 4, 2014, and ending at
twelve o'clock noon on November 4, 2014, be, and hereby is, granted and approved.
CC/
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Steve Moreno. Clerk and Recorder. Weld County. CO LE0230-2
Willi�itit Ni�l�fi«f�YL'rh III III
RE: AUTHORIZE EXTENSION OF OIL AND GAS LEASE COVERING CERTAIN PROPERTY
OWNED BY WELD COUNTY, COLORADO - S18 AND S19, T9N, R57W
PAGE 2
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 30th day of April, A.D., 2014.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
c_
ATTEST:di: 4C .�./ •O ok2 a3 gz AN7Q
�CL�o DouglasRademachgr, Chair
Weld County Clerk to the Board jA I
j ' 7 arbara Kirkmeye , Pro-Tem
Dep Clerk to the Board
Sean P. Conway
APP A M:
Mike Fr n
ou y Attorney oillsamie ,
1.41 I /_ '� `� . Garcia
Date of signature:
Nilo le
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Steve noreno. clerk and Recorder, weld county, co 2014-1346
VIII N1�1f' 1!Li1:4�Iir'«I}',d Yrll�'�'�Wti} r'' MIA* CAB III LE0230-2
WHITING
April 24, 2014 NIO
Ms Karla Ford
Deputy Clerk to the Board
Weld County, Colorado
1150 O Street/P.O. Box 758
Greeley, CO 80632
Re: Extension of Weld County lease, Whiting Lease#CO076.375-000
Township 9 North, Range 57 West, 6'h PM
Sections 18 and 19: described as: the centerline of a 60 foot road right-of-way for
Weld County Road 378, 30 feet on either side of the described line, being more
particularly described in the deed record at Book 951, Reception No. 1872912,
dated October 27, 1981.
Dear Ms Ford,
Please find enclosed our check in the amount of$133.34 to extend the referenced lease an
additional six months,per paragraph 24 of the subject lease.This amount is 1/3 of the original bonus
consideration as explained in paragraph 24 of the oil and gas lease.
Marathon Oil Corporation assigned your lease to DJ Resources,who then assigned it to
Whiting Oil&Gas Corporation. Whiting is exercising our option to extend the lease for six months.
I am enclosing the assignment from Marathon Oil to DJ Resources,which I was not
previously able to send you.
Please let me know if you have any questions.
Sincerely,
J net Ennis
Lease Analyst 11I
Whiting Oil and Gas Corporation
1700 Broadway,Suite 2300
Denver,CO 80290
Direct(303) 876-7071
2014-1346
LEo23"
Whiting Petroleum Corporation
and its wholly owned subsidiary
Whiting Oil and Gas Corporation
1 700 Broadway, Suite 2300, Denver, Colorado 80290-2300 Office: 303.837.1 661 Fax: 303.861 .4023
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CONVEYANCE
This Conveyance(the"Conveyance")from Marathon Oil Company, an Ohio corporation
("Grantor"), to DJ Resources, LLC, a Delaware limited liability company ("Grantee"), is
executed on June 30, 2013 (the "Execution Date") "), but effective as of January 1, 2013 (the
"Effective Date"). Capitalized terms used but not defined herein shall have the respective
meanings set forth in that certain Purchase and Sale Agreement (the "PSA"), dated as of April
30, 2013, between Grantor and Grantee.
ARTICLE 1
CONVEYANCE OF OIL AND GAS INTERESTS AND ASSETS
Section 1.1 Conveyance. Grantor, for and in consideration of ten dollars ($10.00)and
other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, hereby grants, bargains, sells, assigns and conveys unto Grantee, and Grantee
hereby accepts from Grantor, one hundred percent of Grantors' right, title and interest in and to
the following(collectively the"Assets"):
(a) Leases. The Hydrocarbon leases listed on Exhibit A, limited to the interests in
such leases that are specified in (the "Leases"), including all royalties and
overriding royalties. For the purpose of this Conveyance, "Hydrocarbons"
means all oil, gas, casinghead gas, condensate, distillate and other liquid and
gaseous hydrocarbons of every kind or description or combination thereof
(b) Wells. All oil, gas, water, or monitor wells located on the Leases or the Units,
including the interests in the wells listed on Exhibit B(the"Wells").
(c) Units. All pooled, communitized, or unitized acreage which includes all or any
part of the Leases (the "Units", such Units which are listed on Exhibit C), and all
tenements, hereditaments, and appurtenances belonging to the Leases and Units.
(d) Facilities. All facilities, infrastructure, central processing facilities, equipment,
pipe, and other personal property (excepting and reserving any hydrocarbons
stored in stock tanks, pipelines or other storage as of January 1, 2013) located on
the Leases or used or held for use in connection with the exploration,
development, or operation of the Leases or Wells or the production, treatment,
storage, compression, processing, sale, marketing, or transportation of
hydrocarbons from the Leases and Wells, including the equipment described on
Exhibit D, attached hereto(subject to such exclusion, collectively,the "Facilities"
and, together with the Leases, the Wells, and the Units, the "Properties").
(e) Easements. All surface fee interests,easements, servitudes, rights-of-way, surface
leases, and other surface rights or interests appurtenant to, to the extent used or
held for use in connection with, the Properties, including those set forth in Exhibit
D hereto.
(f) Hydrocarbons. All Hydrocarbons within, produced from or attributable to the
Properties from and including the Effective Date, and all proceeds or accounts
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receivable resulting from the sale of any such Hydrocarbons, but excluding all
inventories of Hydrocarbons (i.e., those Hydrocarbons stored in stock tanks,
pipelines or other storage) located on the Properties as of the Effective Date and
all proceeds or accounts receivable resulting from the sale of any such
Hydrocarbons;
(g) Contracts. The contracts to which Assignor is a party and by which the Assets are
bound or subject, limited, in each case, to the extent that such contracts are used
in connection with, or relate to,the Properties, and are transferable;
(h) Permits. To the extent transferable (with consent, if applicable), all Permits, any
variances or waivers related thereto and applications therefor to the extent relating
to the Properties.
(i) Indemnities. To the extent transferable (with consent, if applicable), all right to
indemnities and releases from third parties to the extent relating to the Properties.
TO HAVE AND TO HOLD the Assets unto Grantee, its successors and assigns, forever,
subject,however, to the terms and conditions of this Conveyance.
Section 1.2 Special Warranty and Disclaimer.
(a) Grantor hereby warrants title to the Assets, subject to, and other than, the
Permitted Encumbrances, unto Grantee, its successors and assigns, against all
persons claiming or to claim the same or any part thereof, by, through or under
Grantor. Except as provided in the preceding sentence, Grantor makes no, and
expressly disclaims and negates any, warranty or representation, express, implied,
statutory or otherwise, with respect to Grantor's right, title or interest to any of the
Assets. The foregoing notwithstanding, Grantor hereby assigns to Grantee all
rights, claims and causes of action under title warranties given or made by
Grantor's predecessors in interest and Grantee is specifically subrogated to all
rights which Grantor may have against such predecessors in interest (other than
Affiliates of Grantor) with respect to the Assets, to the extent Grantor may legally
transfer such rights and grant such subrogation.
(b) Grantee has reviewed and had access to all contracts, documents, records,
and information that it desired to review in connection with its decision to
enter into the PSA, and to consummate the transactions contemplated
thereby. Grantee has not relied upon any representation, warranty,
statement, advice, document, projection, or other information of any type
provided by Grantor, or its Affiliates, or any of their Representatives, except
for the representations and warranties of Grantor set forth in the PSA and
Section 1.2(a). In deciding to enter into the PSA, and to consummate the
transactions contemplated thereby, Grantee relied solely upon its own
knowledge, investigation, and analysis (and that of its Representatives) and
not on any disclosure or representation made by, or any duty to disclose on
the part of, Grantor or its Affiliates, or any of their Representatives, other
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than the representations and warranties of Grantor set forth in the PSA and
Section 1.2(a).
(c) The Assets are being conveyed and assigned to and accepted by Grantee in
their "as is, where is" condition and state of repair, and with all faults and
defects, without, subject to the exception below, any representation,
warranty, or covenant of any kind or nature, express, implied, or statutory,
including warranties of marketability, quality, condition, conformity to
samples, merchantability, or fitness for a particular purpose, all of which are
expressly disclaimed by Grantor and waived by Grantee. Grantee recognizes
that the Assets have been used for oil and gas drilling,production, gathering,
pipeline, transportation, storage, and related operations. Physical changes in
the Assets and in the lands included therein may have occurred as a result of
such uses. The Assets also may include buried pipelines and other
equipment, the locations of which may not be known by Grantor or readily
apparent by a physical inspection of the Assets. It is understood and agreed
that Grantee has inspected (or waived its right to inspect) the leases,
equipment, pipelines, and the associated premises included in the Assets and
satisfied itself as to their physical and environmental condition, both surface
and subsurface, and that Grantee accepts all of the same in their "as is,
where is" condition and state of repair, and with all faults and defects,
including the presence of naturally occurring radioactive material and man-
made material fibers, subject to the representations and warranties of
Grantor set forth in Section 1.2(a).
(d) Any and all duties and obligations which either Grantor or Grantee may
have to the other with respect to or in connection with the Assets,the PSA, or
the transactions contemplated thereby are limited to those in the PSA and
this Conveyance. Grantor and Grantee do not intend (i) that the duties or
obligations of any party hereto, or the rights of any such party, shall be
expanded beyond the terms of the PSA (or this Conveyance) on the basis of
any legal or equitable principle or on any other basis whatsoever or (ii) that
any equitable or legal principle or any implied obligation of good faith or fair
dealing or any other matter requires any such party to incur, suffer, or
perform any act, condition, or obligation contrary to the terms of the PSA
(or this Conveyance) and that it would be unfair,and that they do not intend,
to increase any of the obligations of any party hereto on the basis of any
implied obligation or otherwise.
(e) Grantor makes no representation, covenant, or warranty, express, implied,
or statutory, (i) as to the accuracy or completeness of any data or records
delivered to Grantee with respect to the Assets, or (ii) concerning the quality
or quantity of hydrocarbon reserves, if any, attributable to the Assets, or the
ability of the Assets to produce hydrocarbons, or the product prices which
Grantee is or will be entitled to receive from the sale of any such
hydrocarbons.
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ARTICLE 2
ASSUMPTION OF OBLIGATIONS
Section 2.1 Plug and Abandon. Grantee assumes and agrees to be solely liable and
responsible for the proper plugging and abandoning of all wells now located on or hereafter
drilled on the Assets, and any surface restoration or environmental clean-up associated therewith,
in accordance with applicable laws.
Section 2.2 Assumed Obligations. Grantee assumes and agrees to fulfill, pay for,
discharge, be responsible for, perform and comply with all duties, liabilities and obligations of
Grantor, express or implied, relating to the Assets or assumed by Grantee pursuant to this
Conveyance, whether arising before or after the Effective Date, and those arising from or by
virtue of any applicable law.
ARTICLE 3
MISCELLANEOUS
Section 3.1 Further Assurances. Grantor and grantee each agree to take such further
actions and to execute, acknowledge and deliver all such further documents as are reasonably
requested by the other for carrying out the purposes of this Conveyance.
Section 3.2 PSA. This Conveyance is delivered pursuant to, and hereby made subject
to, the terms and conditions of the PSA. In the event that any provision of this Conveyance
(other than any term defined herein) is construed to conflict with any provision of the PSA, the
provisions of the PSA (other than with respect to terms defined herein) shall be deemed
controlling to the extent of such conflict.
Section 3.3 Successors and Assigns. This Conveyance shall bind and inure to the
benefit of Grantor and Grantee and their respective successors and assigns.
Section 3.4 Counterparts.
(a) This Conveyance may be executed in any number of counterparts, and by
different parties in separate counterparts, and each counterpart hereof shall be deemed to be an
original instrument, but all such counterparts shall constitute but one instrument.
(b) To facilitate recordation, there may be omitted from the Exhibits to this
Conveyance in certain counterparts descriptions of property located in recording jurisdictions
other than the jurisdiction in which the particular counterpart is to be filed or recorded.
Section 3.5 Interpretation. The parties hereto agree that this Conveyance has been
jointly prepared by the parties hereto, and may not be construed against any party hereto (nor
may any inference or presumption be made) on the basis of who drafted this Conveyance or any
particular provision hereof, who supplied the form of Conveyance, or any other event of the
negotiation, drafting or execution of this Conveyance. The parties hereto agree that this
v been purposefully drawn and correctly reflects its understanding of Conveyance has effect nderstand ng the
transaction that it contemplates. Unless expressly provided to the contrary in this Conveyance, in
construing this Conveyance: the Section and Exhibit references in this Conveyance refer to the
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VIII frirriPlIthrtilML I4 I',GhJ' h%rw+QIIA'rYsssh III
Sections and Exhibits of this Conveyance, such Exhibits which are made parts hereof for all
purposes; the headings and titles in this Conveyance are for convenience only and have no
significance in interpreting or otherwise affect the meaning of this Conveyance; reference to a
given agreement, contract or other instrument is a reference to that agreement, contract or other
instrument as modified, amended, supplemented or restated from time to time; references to "$"
or "dollars" means United States dollars; "include" and "including" will mean include or
including without limiting the generality of the description preceding such term; the word "or" is
not exclusive; references to the singular includes the plural, and vice versa; and if there is any
conflict or inconsistency between a term in the main part of this Conveyance and a term in any of
the Exhibits or other documents referred to or otherwise incorporated into this Conveyance, the
term in the main part of this Conveyance shall prevail to the extent of the conflict or
inconsistency,
Section 3.7 Conspicuous. Grantor and Grantee agree that, to the extent required
by applicable law to be effective or enforceable, the provisions of this Conveyance in bold-
type font are"conspicuous" for the purpose of any applicable law.
[Signature page follows]
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FAT WAR MTh AIM IMP17:51 14 till
IN WITNESS WHEREOF, the authorized representatives of Grantor and Grantee have
executed this Conveyance on the Execution Date.
GRANTOR:
MARATHON OIL COMPANY
VAA'71
Name: Jon . Wilco
Title: Attorney In Fact
GRANTEE:
DJ RESOURCES, LLC
BY: ►1 1tt-cw P_
Name: Mazy E. IWhman
Title: Land Manager
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GRANTOR:
STATE,OF TEXAS §
COUNTY OF HARRIS §
This instrument was acknowledged before me on the 30th day of June, 2013, by Jon D.
Wilcox as Attorney In Fact, of Marathon Oil Company, an Ohio corporation, on behalf of said
corporation.
4 >do
Printed Name: Deborah Svatek-Logue
Notary Public for the State of Texas
County of Harris
My commission expires: O91 I PI Is
• �"",td' DEBORAH A WATER LOGUE
�+ '• 1 Notary Public.State of Texas
./'yti:; My Commission Expires
,;:�' February 12, 2015
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GRANTEE:
S"CAT OF(_ldtL l §
COUNTY OF Denver §
This instrument was acknowledged before me on the 30th day of June, 2013, by Mary E.
Lehman as Land Manager of DJ Resources, LLC, a Delaware limited liability company, on
behalf of said company.
MATTHEW C.ACREE
NOTARY PUBLIC
STATE OP COLORADO
NOTARY ID 20004007732 Printed Name: nitirneVeSe
MY OMISSION EXPIRES Inn
Notary Public for the State of Laybdp
County of nowt,--
My commission expires: 3/9/20/6
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EXHIBIT A
ATTACHED TO AND MADE A PART OF
THAT CERTAIN CONVEYANCE BY AND AMONG
GRANTOR AND GRANTEE
LEASES
[See attached]
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ASSIGNMENT,CONVEYANCE AND BILL OF SALE
KNOW ALL MEN BY THESE PRESENTS:
This Assignment, Conveyance and Bill of Sale ("Assignment") is made effective as of
12:00 AM Mountain Time on September 1, 2013 ("Effective Date"), by and between DJ
RESOURCES, LLC, a Delaware limited liability company, whose address is 1600 Broadway,
Suite 1960, Denver, CO 80202 ("Assignor") and WHITING OIL AND GAS CORPORATION,
a Delaware corporation, whose address is 1700 Broadway, Suite 2300, Denver, CO 80290
("Assignee"), each a"Party"and collectively"Parties."
1. Conveyance; Assets. For and in consideration of TEN DOLLARS ($10.00), and
other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged,Assignor does hereby grant,bargain,convey,sell,assign,and transfer unto Assignee
all of Assignor's right,title and interest in and to the following(collectively,"Assets"):
(a) The oil and gas leases (including all leasehold estates, working interests,
operating rights, record title interests, mineral interests, royalty interests, overriding royalty
interests, net profits interests and/or similar interests) described on Exhibit A (collectively,
"Leases"), insofar and only insofar as to the lands described on Exhibit A (collectively,
"Lands"), and insofar as the Leases cover all subsurface depths and formations;
(b) All of Assignor's right, title and interest in all oil and gas wells located on
the Leases and Lands described on Exhibit A, or on lands pooled, communitized or unitized
therewith, including without limitation: (i) the Pawnee Creek 9-57-18-1H Well, with a surface
location in the SW/4SW/4, Section 18, Township 9 North, Range 57 West, 6h P.M. and (ii) the
Pawnee Creek 9-57-18-IM Well, with a surface location in the SE/4NW/4, Section 18,
Township 9 North, Range 57 West,6th P,M. (collectively,"Wells");
(c) The oil, gas, casinghead gas, coalbed methane, condensate and other
gaseous and liquid hydrocarbons or any combination thereof, sulphur extracted from
hydrocarbons and all other lease substances that may be produced from the Leases and Lands
(collectively,"Hydrocarbons");
(d) The two (2) 640-acre drilling and spacing units covering the Lands and
Leases pursuant to Colorado Oil and Gas Conservation Commission Order No. 535-42 in Cause
No. 535 dated effective June 30, 2011 (collectively,"Drilling Units");
(e) All of Assignor's right,title and interest in and to all equipment,pipelines,
pipeline laterals, materials, fixtures, facilities and other personal property associated with, related
to, used or useful in connection with the past or present exploration, production, gathering,
storing, measuring, treating, operation, maintaining, marketing or transportation of hydrocarbon
production from the Lands, Leases and Wells, or lands, oil and gas leases and wells pooled
communitized or unitized therewith(collectively,"Equipment");
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(t) All of Assignor's right, title and interest in and to all contracts, rights-of-
way, easements and other contractual rights insofar as the same relate to, are used in connection
with, or are associated with the Lands, Leases and Wells, or lands, oil and gas leases and wells
pooled communitized or unitized therewith, including without limitation, all permits, regulatory
approvals, pooling agreements, communitization agreements, unit agreements, surface leases,
surface use agreements, oil and gas leases (including subleases and farmouts thereof), operating
agreements, subsurface easements and rights-of-way, and all similar rights leased or owned by
Assignor, including all oil and gas lease, purchase, storage, transportation, exchange and
processing contracts and agreements(collectively, "Contracts"); and
(g) To the extent transferable and in Assignor's possession, all of Assignor's
existing oil and gas lease files, well files, regulatory compliance files, abstracts, title opinions,
title curative information, maps, electric logs, geological data, geophysical data, and all other
records of every type and description that are related to and/or associated with the Lands, Leases
and Wells, or lands, oil and gas leases and wells pooled communitized or unitized therewith
(collectively,"Records").
3. Reassignment Option, If at any time during the primary term of any Lease
Assignee elects to discontinue payment of delay rentals due under the terms of any such Lease,
Assignee shall notify Assignor no less than sixty(60) days prior to the next delay rental payment
date of Assignee's intent to discontinue payment of the same ("Delay Rental Notice"). In the
event Assignor wishes to accept the cost-free reassignment of Assignor's right, title and interest
in the Lease or Leases which are the subject of any Delay Rental Notice, within ten(10) days of
Assignor's receipt of any such Delay Rental Notice,Assignor shall provide Assignee with notice
of the same ("Reassignment Election"). Within thirty (30) days of Assignee's receipt of any
Reassignment Election, Assignee shall prepare and provide to Assignor an assignment of such
Lease or Leases described in any Reassignment Election,ensuring that the net revenue interest in
such lease or Leases is equal to the net revenue interest originally owned by Assignor as of the
Effective Date.
2. Warranties and Representations. Assignor hereby warrants and represents to
Assignee,by, through or under Assignor,but not otherwise, that as of the Effective Date:
(a) Assignor is not required to give any notice to, make any filing with, or
obtain any consent from any person in order to consummate the transaction contemplated by this
Assignment;
(b) Neither the execution and delivery of this Assignment, nor the
consummation of the transactions contemplated hereby by Assignor will violate or breach the
terms of, or require any notice under, any material contract of Assignor which will be assigned to
Assignee;
(c) There are no suits, actions, investigations or proceedings that are pending
or, to Assignor's knowledge, have been threatened against Assignor that affect or relate to the
Assets;
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Steve Moreno, Clerk and Recorder, Meld County, CO
VIII Fr1ll''MCI:Iflrli+l'IYd3FNiVkillK{PEO'cYki Mill
(d) All local, state and federal tax returns associated with the Assets required
to be filed by Assignor have been timely and properly filed with the appropriate govemmental
authorities;
(e) There are no security interests,judgments or liens encumbering any of the
Assets;
(0 All rents, rentals, shut-in royalties, royalties, overriding royalties,
production payments and other payments associated with production of Hydrocarbons from the
Lands, Leases and Wells (collectively, "Payments") that have become due and payable have
been duly paid(other than Payments now lawfully held in escrow or suspense accounts);
(g) Assignor has not received any written notice of violation of any
environmental laws by any governmental authority or other person relating to the Assets;
(h) The Leases and Wells have been operated in all material respects in
accordance with all laws, rules and regulations, and that all consents, permits, licenses or other
authorizations necessary for the ownership and operation of the same have been obtained,.and no
violations exist in respect of such licenses,permits or authorizations;
(h) Assignor has provided all material contracts that will be assigned to
Assignee, and Assignor has paid its share of all costs due and payable by under such material
contracts;
(i) The Equipment used in connection with the Assets has been maintained in
operable repair, working order and operating condition, and is adequate for normal operation of
the Assets consistent with current practices;
(j) There are no preferential rights to purchase or similar rights that are
applicable to the Assets;and
(k) This Assignment contemplates the conveyance of all of Assignor's right,
title and interest in and to the Assets,without reservations of any kind unless expressly described
herein,entitling Assignee to all of Assignor's net revenue interest in and to the Leases existing as
of the Effective Date.
3. Assumed Liabilities. As of the Effective Date, with respect to the Assets,
Assignee assumes and agrees to discharge the following, and only the following: (a) all of
Assignor's obligations and liabilities arising under applicable law, rule, regulation or contract
arising on or after the Effective Date, and the obligation to restore the Lands, Leases and Wells
as required by applicable law, rule, regulation or contract and (b) all of Assignor's other
obligations and liabilities, including those implied at law, arising under the Assets, including,
without limitation, the payment of royalties, overriding royalties, or other obligations and
liabilities arising under applicable law, rule, regulation or contact which are attributable to acts,
omissions or events arising on or after the Effective Date.
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Steve Moreno. Clark end Recorder, Weld County, CO
'IirAR�7�h'inAIfE III
4. Indemnities. Assignor agrees to indemnify, defend and hold Assignee harmless
for all claims, losses, costs, liabilities and expenses arising out of, resulting from or associated
with the same transaction or occurrence regarding Assignor's ownership of the Assets prior to
the Effective Date, and Assignee agrees to indemnify, defend and hold Assignor harmless from
all claims, losses, costs, liabilities and expenses arising out of, resulting from, or associated with
the same transaction or occurrence regarding Assignee's ownership of the Assets on or after the
Effective Date. The indemnities of the Parties shall survive and continue for a period of five(5)
years after the Effective Date, at which time all such indemnities shall expire.
5 Beneficiaries: Assignment. This Assignment shall be binding upon and shall
inure to the benefit of the Parties and, except as otherwise prohibited, their respective successors
and assigns. Nothing contained in this Assignment,or implied herein, is intended to confer upon
any other person or entity any benefits, rights or remedies under this Assignment. Unless
provided for otherwise under the terms hereunder, this Assignment, the Assets, and the interests,
obligations and rights acquired by the Parties hereunder may be freely assigned by the Parties, in
whole or in part, without the express written consent of the other Parties; provided however, that
any assignment of any rights under this Assignment shall contain a provision indicating that the
assignment is expressly made subject to this Assignment and the any grantee or assignee of the
Assets shall agree to be bound by the terms and conditions hereof.
6 Exhibits. The Exhibits to this Assignment are hereby incorporated by reference
and constitute a part of this Assignment.
7. Expenses. Except as otherwise specifically provided herein, all fees, costs and
expenses incurred by the Parties in negotiating this Assignment or in consummating the
transactions contemplated by this Assignment shall be paid by the Party incurring such fees,
costs or expenses, including, without limitation, engineering, land, title, legal and accounting
fees,costs and expenses.
8. Notices. All notices and communications required or permitted under this
Assignment shall be in writing and addressed as set forth above. Any communication or delivery
hereunder shall be deemed to have been duly made and the receiving Party charged with notice:
(a)if personally delivered, when received; (b) if sent by facsimile transmission, when received;
(c) if mailed,five(5) business days after mailing,certified mail,return receipt requested; or(d) if
sent by overnight courier, one (1) day after sending. Either Party may, by written notice
delivered to the other Party,change the address or individual to which delivery shall thereafter be
made.
9. Amendments. This Assignment may be altered or amended only by a written
agreement executed by both Parties.
10. Construction. The Parties acknowledge that this Assignment is the result of
negotiations between them and that the provisions of this Assignment shall be construed and
enforced in accordance with their fair meaning, and shall not be strictly construed for or against
any Party.
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e_!_lield County, CO
III!Mr��7i�f l'hN IVoilk141011011411MC till
II. Relationship of the Parties. The duties, obligations, and liabilities of the Parties
are intended to be several and not joint or collective. This Assignment is not intended to create,
and shall not be construed to create, an association, trust, mining partnership or joint venture, or
to impose any partnership duty, obligation, or liability with regard to any one or more of the
Parties. Each Party shall be individually responsible only for its own obligations as herein
provided.
12. Real Property Covenant. All of the provisions of this Assignment shall be
deemed covenants running with the Assets which are now or hereafter become subject to this
Assignment.
11. Authority to Enter Into Assignment. Each Party covenants to the other Party that
it has the legal authority to enter into and perform this Assignment and each obligation assumed
by such Party under this Assignment.
12. Counterparts/Fax Signatures. This Assignment may be executed by the Parties in
any number of counterparts, each of which shall be deemed an original instrument, but all of
which together shall constitute but one and the same instrument. Fax or .pdf signatures shall be
considered binding.
13. References. References made in this Assignment, including use of a pronoun,
shall be deemed to include where applicable, masculine, feminine, singular or plural, individuals
or entities. As used in this Assignment, "person" shall mean any natural person, corporation,
partnership, trust, limited liability company, court, agency, government, board, commission,
estate or other entity or authority.
14. Governing Law; Dispute Resolution; Dispute Jurisdiction. This Assignment and
the transactions contemplated hereby and any dispute resolution conducted pursuant hereto shall
be construed in accordance with, and governed by, the laws of the State of Colorado, without
regard to its conflicts of laws rules. In the event of a dispute between the Parties concerning the
performance of this Assignment, the Parties hereby agree to first submit such dispute to the non-
binding decision of a mutually-agreeable third party mediator, and to participate in such
mediation in good faith ("Mediation"). In the event Mediation fails to resolve the dispute
between the Parties, each Party may thereafter exercise any and all rights it may have in seeking
the resolution of such dispute and the relief from any and all damages incurred by reason of such
dispute. In such case, the Parties agree that the state and federal courts of the State of Colorado
shall be the sole and exclusive jurisdiction in which such rights may be exercised.
15. Entire Agreement. This Assignment, along with the terms and conditions set
forth in that certain Letter Agreement dated August 30,2013,which this Assignment is expressly
subject to, constitutes the entire understanding among the Parties, their respective partners,
members, trustees, shareholders, officers, directors and employees with respect to the subject
matter hereof, superseding all negotiations, prior discussions and prior agreements and
understandings relating to such subject matter.
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Steve Moreno. Clerk and Recorder, Weld County CO
■III WAVINL'14WY Ii4:ILIli?JIRF1�I iII��h�� iii ■I III
16. Survival. The representations and warranties contained in this Assignment shall
survive the Effective Date for a period of one(1)year,unless otherwise provided herein.
17. Waiver. The waiver or failure of any Party to enforce any provision of this
Assignment shall not be construed or operate as a waiver of any further breach of such provision
or of any other provision of this Assignment.
18. Limitation on Damages. The Parties hereto expressly waive any and all rights to
consequential, special, incidental, punitive or exemplary damages, or loss of profits, in any
dispute resulting, relating or arising, directly or indirectly, from any breach or threatened breach
of this Assignment or the transactions contemplated hereby.
19. Severability. It is the intent of the Parties that the provisions contained in this
Assignment shall be severable. Should any provisions, in whole or in part, be held invalid as a
matter of law, such holding shall not affect the other portions of this Assignment, and such
portions that are not invalid shall be given effect without the invalid portion.
20. Announcements. Except as and to the extent required by law, neither Assignor
nor Assignee will make,directly or indirectly, any public comment,statement,or communication
with respect to, or otherwise disclose or permit the disclosure of the existence of discussions
regarding, a transaction between the Parties or any of the terms, conditions, or other aspects of
this Assignment or the transaction contemplated thereby, without the prior written consent of the
other.
21. Further Assurances. The Parties agree to execute, acknowledge and deliver to the
other Party such further instruments, and take such other action, as may be reasonably necessary
or requested, in order to more effectively assure the conveyance of the properties, rights, titles,
interest, estates and privileges intended to be assigned, delivered or inuring to the benefit of such
other Party in consummation of the conveyance contemplated hereby.
THIS PORTION INTENTIONALLY LEFT BLANK
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Steve M2013 01:44 PM R Fees
'Steve Moreno, Clerk and Recorder, County, CO
Ell ltti'�� ilk IIIII
IN WITNESS WHEREOF, the Parties have executed this Assignment on the date of the
acknowledgments hereto, but to be effective for all purposes as of the Effective Date.
BY:
DJ RESOURCES, LLC
J�avl a
President and CEO
STATE OF COLORADO )
)ss.
CITY AND COUNTY OF DENVER )
The foregoing Assignment, Conveyance and Bill of Sale was acknowledged, signed and
subscribed before me this 30th day of August 2013, by David Lehman, President and CEO, DJ
Resources, LLC, who represented that he was duly authorized to execute the foregoing
instrument for the uses and purposes set forth therein.
WITNESS my hand and official seal.
airte.< quiLeo
Notary Public
My commissio expires: / - -� '/
NANCY R. WEBER
NOTARY PUBLIC
STATE OF COLORADO
NOTARy ID�19971000812 MY COM BY:
MISSION EXPIRES JANUARY 18.2017 WHITING OIL AND GAS CORPORATION
id M. See
ice Preside - and
STATE OF COLORADO
) ss.
CITY AND COUNTY OF DENVER
The foregoing Assignment, Conveyance and Bill of Sale was acknowledged, signed and
subscribed before me this 30th day of August 2013, by David M. Seery, Vice President — Land,
- 7 -
Whiting Oil and Gas Corporation, who represented that he was duly authorized to execute the
foregoing instrument for the uses and purposes set forth therein.
WITNESS my hand and official seal.
Not Public �I�✓
My commission expires: I — I-) sU 1 7
NANCY R. WEBER 1
NOTARY PUBLIC
STATE OF COLORADO
NOTARY ID 919974000611
MY COMMISSION EXPIRES JANUARY 15.2017 3985584 Pages: of 526 00
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Whiting Oil & Gas Corp. DEN v R.COLORADO 80290 303 837 1661 check no. 310 1166977
LEASE RECORDED RENTAL PERIOD
LEASE NO. DATE COUNTY ST BOOK PAGE MOS. BEGINNING
CO076 . 375-000 05/04/11 Weld CO 3768873 12 04/28/14
WELD COUNTY COLORADO
PROPERTY DESCRIPTION:
Prospect: REDTAIL PROSPECT
6th PM
T9N R57W
Sec 18 : Gr acs : 6 . 0000 Net acs : 6 . 0000
THE CENTERLINE OF A 60 FOOT ROAD RIGHT-OF-WAY
FOR WELD COUNTY ROAD 378, 30 FEET ON EITHER n
SIDE OF THE DESCRIBED LINE, BEING MORE Oz 33
PARTICULARLY DESCRIBED IN THE DEED RECORD AT Kr m
BOOK 951, RECEPTION NO. 1872912, DATED OCTOBER C)
27, 1981 (DC) o m
OZ N <
Sec 19 : Gr acs : 5 . 5000 Net acs: 5 . 5000 Z m
THE CENTERLINE OF A 60 FOOT ROAD RIGHT-OF-WAY M-4
FOR WELD COUNTY ROAD 378, 30 FEET ON EITHER
SIDE OF THE DESCRIBED LINE, BEING 'MORE
PARTICULARLY DESCRIBED IN THE DEED RECORD AT
BOOK 951, RECEPTION NO. 1872912, DATED OCTOBER
27, 1981
DEPOSIT TO THE CREDIT OF: TOTAL AMOUNT: 1, 544 . 84
RENTAL AMOUNT: 1, 544 . 84
BANK CHARGE:
f p 1?-1551 PAYABLE TO:
BOARD OF WELD COUNTY
COMMISSIONERS
915 10TH STREET /
GREELEY, CO 80632 L EDaa0 -0R
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