HomeMy WebLinkAbout2.04 N23 CDP Parcel Deed895338 07/27/2017 03:49:33 PM Page 1 of 521
Jean Alberico, Garfield County, Colorado
Rec Fee: $2,613.00 Doc Fee: $0.00 eRecorded
When recorded, please return to:
Caerus Piceance LLC
1001 17 th Street, Suite 1600
Denver, CO 80202
Attention: Land Depattment
Garfield County, Colorado
ASSIGNMENT, DEED, BILL OF SALE AND CONVEYANCE
This Assignment, Deed, Bill of Sale and Conveyance (this "Assignment"), effective as of
January 1, 2017, at 7:00 a.m., Mountain Time (the "Effective Time"), is by and among Encana Oil
& Gas (USA) Inc., a Delaware corporation ("Encana"), Pavillion Land Development, LLC, a
Wyoming limited liability company ("Pavillion", and together with Encana, "Assignors"), both of
whose address is 370 17 th Street, Suite 1700, Denver, CO 80202, and Piceance Divestiture LLC, a
Delaware limited liability company (''Assignee"), whose address is 1001 17 th Street, Suite 1600,
Denver, CO 80202. Assignors and Assignee are, individually, a "Party," and are, collectively, the
"Parties." Capitalized terms used but not otherwise defined in this Assignment have the meaning
given such terms in Annex I to the Purchase Agreement.
In exchange for the issuance to Assignors of membership interests in Assignee, and for
oth~r goo4 and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Assignors grant, bargain, sell, convey, assign, transfer, and deliver unto Assignee
all of Assignors' right, title, and interest in and to the E&P Assets, to have and to hold unto
Assignee and its successors and assigns, forever, subject to the following terms and conditions:
1. The E&P Assets. As used in this Assignment, the term "E&P Assets" means all of
Encana's or Pavillion's right, title, and interest in and to the following, other than the Excluded
Assets:
(a) . the leasehold estates created by all oil and gas leases located within the
Contract Area, including those described in Exhibit A-1 (collectively, the "Leases"), and
Hydrocarbons attributable to or produced from the Leases and the lands covered thereby
or the lands pooled, unitized, or communitized therewith (the "Lands") and all rights and
interests associated with the Leases, Hydrocarbons, and Lands including all other right,
title and interest of Encana or Pavillion in and to the Leases, Hydrocarbons, and Lands;
(b) the oil, gas, water, disposal, injection, water supply, and any other wells
located on, under, within or pooled, unitized, or communitized with the Leases and Lands
whether producing, operating, plugged, permanently abandoned, shut-in or temporarily
abandoned, including the Allocation Wells described in Exhibit A-2 (collectively, the
"Wells"), and the pipelines and facilities associated or used in connection with the Wells
or other E&P Assets, including production units, flow lines and compression facilities,
pipelines, gathering, processing, and treatment systems, and all real property, tangible
personal property, equipment, fixtures, and improvements, in each case located within the
Contract Area (including in any laydown yards) and/or used or held for use in connection
with the exploration, development, drilling for, production, gathering, treatment, handling,
processing, storing, transporting, sale or disposal of Hydrocarbons or water produced from
US 5007684v.10
4366806.4
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the properties and interests described in this Section 1, including all equipment installed,
or in the process of being installed, on the E&P Assets as of or after the Effective Time,
and further including those facilities or equipment described on Exhibit A-3 (the
"Facilities and Equipment");
( c) the Permits, licenses, surface use agreements, road access agreements, road
use agreements, servitudes, rights-of-way, easements and other rights to operate the Wells
or Facilities and Equipment located within the Contract Area and/or used or held for use in
connection with the Wells, Facilities and Equipment or Fee Surface Interests (including
those rights-of-way, easements, and surface use agreements described in Exhibit A-4) in
each case used or held for use in connection with the exploration, development, drilling
for, production, gathering, treatment, handling, processing, storing, transporting, sale or
disposal of Hydrocarbons or water produced from the properties and interests described in
this Section 1 (all of such servitudes, rights-of-way, easements, surface use agreements,
and other rights are the "Easements");
( d) the fee surface interests described m Exhibit A-5 (the "Fee Surface
Interests");
( e) the fee mineral interests located within the Contract Area, including those
described on Exhibit A-6 (the "Fee Mineral Interests");
(f) without limitation of the foregoing and excepting only the Excluded Assets,
any oil, gas or other Hydrocarbon properties or interests located in the "Contract Area"
shown on Exhibit A-7 including all other right, title and interest ( of whatever kind or
character, whether legal or equitable, and whether vested or contingent) of Encana or
Pavillion in and to any (1) Hydrocarbons produced from lands located within the Contract
Area on or after the Effective Time and (2) property, Permits, rights, and interests with
respect to the Contract Area ((1) and (2) include interests in oil, gas and/or mineral leases,
fee mineral interests, fee royalty interests, overriding royalty interests, net profits interests,
production payments, surface fee lands, 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 (excluding, however, the Water Rights)), and all Hydrocarbon or water pipelines in
the Contract Area and any related wells, pumps, motors, valves, tanks, traps,
interconnections, cathodic protection equipment, loading racks, recorders, flow meters,
communications equipment, improvements, and facilities and other appurtenant equipment
related to or used in connection with any of the foregoing;
(g) the unitization, pooling and communitization agreements, declarations and
orders, and the units created thereby and all other such agreements, in each case relating to
or including the properties and interests described in this Section 1 and to the production
of Hydrocarbons, if any, attributable to said properties or interests (the "Units");
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(h) 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
damage 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, water supply contracts, water exchange agreements,
farmin and farmout agreements, service agreements, grazing leases, agricultural leases, and
other Contracts, agreements, and instruments, in each case insofar as they relate to and will
be binding on the properties and interests described in this Section 1 or are required (by
their terms) to be binding on Assignee after the date of this Assignment, including those
agreements described in Exhibit A-9 to that certain Omnibus Assignment, Deed, Bill of
Sale and Conveyance dated effective January 1, 2017, by and between the Parties, to which
Encana or Pavillion or any of their respective Affiliates is a party, but excluding in all cases
the Excluded Transportation Contracts, Hedge Contracts, and Debt Contracts (subject to
such exclusions, the "E&P Contracts");
(i) the Vehicles;
G) subject to Section 13.2 of the Purchase Agreement, and except for the data
described in Section 2(i) and Section 2(k), all files, records, and data of Encana or Pavillion
or their respective Affiliates to the extent they relate to the ownership, use, operation or
maintenance of the properties and interests described in this Section 1, including those that
are of the type described in Schedule l.2{a)(ll) of the Purchase Agreement (subject to the
Excluded Assets, the "E&P Records");
(k) 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 to the extent such data is transferable
without the payment of any fee or additional consideration to a Third Party (unless
Assignee agrees in advance in writing to pay such fee or consideration) or the breach of
any confidentiality restrictions owed to any Person other than any Assignor or their
respective Affiliates;
(1) 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 or cover any Assumed
Liabilities;
(m) all (A) Hydrocarbons (or the proceeds from the sale of Hydrocarbons)
produced from, allocated to or attributable to the Units, the Leases, the Lands, and the
Wells (collectively, the "Oil and Gas Properties") on or after the Effective Time,
(B) Hydrocarbon Inventory as of the Effective Time and (C) Imbalance Volumes;
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(n) the field office lease for the property located at 143 Diamond Avenue,
Parachute, Colorado 81635, together with, to the extent transferable, all fixtures, furniture,
and equipment located in such field office;
(o) the radio towers and related equipment described in the Radio Towers
Agreement (Garfield and Mesa Counties, Colorado) effective March 1, 2010, between
ConocoPhillips Company and Encana, which includes the approximate 0.514-acre surface
lease with Reuben G. Oldland and Stephanie D. Oldland located in the SW/4 of Section 33,
Township 4 South, Range 96 West, Garfield County, Colorado, and the equipment
including, but not limited to: 100' Sabre engineered tower, 20' communication shelter, DC
propane power generator, 32/130 watts solar panel charging system with batteries, redline
microwave, two Xalt microwaves, two microwave frequencies, Ceragon microwave, four
Tait two-way radio (VHF) systems, four VHF frequencies, Cisco managed switch, Cisco
phone, two MDS iNet II, MDS TransNet, Scada Pack PLC, Lantronics serial to IP;
(p) the Encana Temporary Living Quarters located on ConocoPhillips
Company property in the SE/4 of Section 13, Township 4 South, Range 96 West, Rio
Blanco County, Colorado, with an address of 8801 Sprague Gulch Road, Rifle, Colorado
81650, which includes the approximate 20-acre surface lease (including 5.65-acre laydown
yard) with ConocoPhillips Company and the approximate 146-person work force facility
including, kitchen, medical office, locker rooms, conference rooms, 100' x 100'
warehouse, water and waste holding tanks, helipad, and three Caterpillar 750 kW diesel
generators; and
( q) all claims for refunds, credits or similar benefits relating to Taxes relating
to or attributable to the other assets and properties described in this Section 1, but excluding
those relating to Seller Taxes.
2. The Excluded Assets. Notwithstanding the foregoing, the E&P Assets shall not
include, and there is excepted, reserved, and excluded from the sale, transfer, and assignment
contemplated hereby, the following excluded assets and properties (collectively, the "Excluded
Assets"):
(a) all rights, claims, and causes of action (including warranty and similar
claims, indemnity claims, and defenses, and any and all contract rights, claims, revenues,
recoupment rights, recovery rights, accounting adjustments, mispayments, erroneous
payments or other claims of any nature in favor of Assignors relating and accruing to any
time period prior to the Effective Time) 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 Assignors' indemnity obligations under the Purchase Agreement;
(b) any accounts receivable (including those attributable to the overpayment of
Burdens relating to any period prior to the Effective Time, but excluding receivables
attributable to Suspense Funds), trade accounts, accounts payable (other than payables
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attributable to Suspense Funds) or any other receivables affecting the interests described
in Section 1 accruing before the Effective Time;
( c) refunds due such Assignor by a Third Party for any overpayment of rentals
or excess royalty interests attributable to the E&P Assets with respect to any period of time
prior to the Effective Time, except to the extent included in the Suspense Funds;
( d) any documents related to the process of selling the E&P Assets, including
such Assignor's or it Affiliates' economic projections or analyses relating to the E&P
Assets and any proposal received with respect to the E&P Assets;
(e) 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 E&P Assets) records of such Assignor;
(f) all contracts of insurance and, to the extent not relating to the Assumed
Liabilities, contractual indemnity rights;
(g) all Hydrocarbons from or attributable to the E&P Assets with respect to all
periods prior to the Effective Time, and all proceeds attributable thereto, excluding
(1) Hydrocarbon Inventory as of the Effective Time and (2) all Imbalance Volumes;
(h) all claims for refunds, credits or similar benefits relating to Seller Taxes;
(i) all documents and instruments of such Assignor ( or any Affiliate of such
Assignor) that are (1) except for any documents or instruments constituting title opinions
or to the extent relating to Assumed Liabilities, subject to legal privilege (such as the
attorney-client privilege or work product doctrine) or un-Affiliated Third Party contractual
restrictions on disclosure or transfer (unless Assignee notifies such Assignor in advance in
writing that it is willing to pay a specific fee associated therewith (if any), in which case
such Assignor will request that any such restriction be waived without the requirement for
any Assignor to make payment of additional consideration), (2) interpretative or subjective
data, (3) personnel information, (4) Income Tax information, and (5) claims retained by
Assignors received from, and records of negotiations with, Third Parties and economic
analyses associated therewith;
(i) those assets, properties and contracts described on Schedule l.3(j);
(k) the files, records, and data relating to the E&P Assets that are maintained
by such Assignor or its Affiliates (1) on such Assignor's or its Affiliate's Microsoft
Exchange servers or (2) in emails, schedules, notes, calendars, contacts or task lists of the
employees of such Assignor or its Affiliates;
(1) the information technology assets described on Schedule 1.3(1) of the
Purchase Agreement;
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(m) 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 to the extent such data is not transferable
without, for example, the payment of any fee or additional consideration (unless Assignee
agrees in advance in writing to pay such fee or consideration) or the breach of any
confidentiality restrictions owed to Persons other than Assignors or their respective
Affiliates;
(n) to the extent the Base Purchase Price has been adjusted downward pursuant
to Section 2.3(e)(9) of the Purchase Agreement, all prepaid expenses, deposits, and cash
(including rights with respect to restricted cash and escrows) held by or on behalf of any
Assignor 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;
(o) the Seller Bonds;
(p) the Excluded Transportation Contracts;
( q) all Hedge Contracts;
(r) all Debt Contracts;
(s) any Assets that are excluded from the Transaction pursuant to the express
terms of this Agreement; and
(t) the assets described on Schedule l.3(t): and
(u) any logo, service mark, copyright, trade name, domain name, phone number
or trademark of or associated with such Assignor or any Affiliate of such Assignor or any
business of such Assignor or of any Affiliate of such Assignor.
3. Water Rights. In addition to the Excluded Assets, the E&P Assets shall not include,
and there is excepted, reserved, and excluded from the sale, transfer, and assignment contemplated
hereby, the water rights described on Exhibit A-8 or otherwise located within the Contract Area
(the "Water Rights"), which, for the avoidance of doubt, Assignors have conveyed to Assignee
under the Quitclaim Deed dated effective as of the Effective Time.
4. Special Warranty of Title. Subject to the terms of the Purchase Agreement, each
Assignor warrants and shall forever defend Defensible Title to the E&P Assets unto Assignee and
its successors and assigns against any person whomsoever lawfully claiming, or to claim the same,
or any part thereof, from and after May 19, 2004, by, through or under each Assignor and its
Affiliates, but not otherwise, subject to the Permitted Encumbrances. The special warranty of title
set forth in this Section 4 shall survive until the date that is seven years after the date of this
Assignment; and, at and after such date, such special warranty will expire and terminate, and
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thereafter, Assignee will have no right to make any claims against Assignors or their respective
Affiliates, or any of their respective successors or assigns, for any alleged or actual breach hereof.
5. Subrogation. To the extent permitted by Law, Assignee shall be subrogated to
Assignors' rights in and to representations, warranties, and covenants given with respect to the
E&P Assets. 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
E&P Assets.
6. Assumption. Subject to the terms of the Purchase Agreement, as of the Effective
Time, with respect to each of the E&P Assets, Assignee does hereby assume and agree to pay,
perform, fulfill and discharge all Assumed Liabilities. Assignors shall retain and shall pay,
perform, fulfill and discharge the Retained Liabilities.
7. Disclaimers.
(a) EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF
ASSIGNORS CONTAINED IN THIS ASSIGNMENT, THE PURCHASE AGREEMENT, AND THE
OTHER TRANSACTION DOCUMENTS, EACH ASSIGNOR'S OBLIGATIONS UNDER
ARTICLES IV, V, AND XIV OF 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,
(1) THE E&P ASSETS ARE BEING CONVEYED BY ASSIGNORS TO ASSIGNEE WITHOUT
WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, COMMON LAW OR
OTHERWISE, AND (2) THE PARTIES HEREBY EXPRESSLY DISCLAIM, WAIVE AND RELEASE
ANY EXPRESS WARRANTY OF MERCHANTABILITY, CONDITION OR SAFETY AND ANY
EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; AND, SUBJECT TO THE
EXPRESS REPRESENTATIONS AND WARRANTIES OF ASSIGNORS CONTAINED IN THIS
ASSIGNMENT, THE PURCHASE AGREEMENT, AND THE OTHER TRANSACTION
DOCUMENTS, EACH ASSIGNOR'S OBLIGATIONS UNDER ARTICLES IV, V, AND XIV OF THE
PURCHASE AGREEMENT AND THE RIGHTS AND REMEDIES OF ASSIGNOR 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 E&P ASSETS, "AS IS,
WHERE IS, WITH ALL FAULTS, WITHOUT RECOURSE." EXCEPT FOR THE EXPRESS
REPRESENTATIONS AND WARRANTIES OF ASSIGNORS CONTAINED IN THIS ASSIGNMENT,
THE PURCHASE AGREEMENT, AND THE OTHER TRANSACTION DOCUMENTS, AND
WITHOUT LIMITING EACH ASSIGNOR'S OBLIGATIONS UNDER ARTICLES IV, V, AND XIV
OF 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, ALL DESCRIPTIONS OF THE WELLS,
EQUIPMENT, FACILITIES, PERSONAL PROPERTY, FIXTURES, STRUCTURES, AND OTHER
E&P ASSETS HERETOFORE OR HEREAFTER FURNISHED TO ASSIGNEE BY ASSIGNORS
HAVE BEEN AND SHALL BE FURNISHED SOLELY FOR ASSIGNEE'S CONVENIENCE, AND
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HAVE NOT CONSTITUTED AND SHALL NOT CONSTITUTE A REPRESENTATION OR
WARRANTY OF ANY KIND BY ANY ASSIGNOR, EXCEPT FOR THE EXPRESS
REPRESENTATIONS AND WARRANTIES OF ASSIGNORS CONTAINED IN THIS ASSIGNMENT,
THE PURCHASE AGREEMENT, AND THE OTHER TRANSACTION DOCUMENTS, AND
WITHOUT LIMITING EACH ASSIGNOR'S OBLIGATIONS UNDER ARTICLES IV, V, AND XIV
OF 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 EXPRESSLY WAIVES THE
WARRANTY OF FITNESS AND THE WARRANTY AGAINST VICES AND DEFECTS, WHETHER
APPARENT OR LATENT, IMPOSED BY ANY LAW.
(b) EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF
ASSIGNORS IN THIS ASSIGNMENT, THE PURCHASE AGREEMENT, AND THE TRANSACTION
DOCUMENTS, AND SUBJECT TO ASSIGNEE'S RIGHTS UNDER ARTICLES IV, V, AND XIV OF
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, EACH 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 OF THE
PURCHASE AGREEMENT (INCLUDING THE E&P RECORDS); (2) THE EXISTENCE OR
EXTENT OF RESERVES OR THE VALUE OF THE E&P ASSETS BASED THEREON; (3) THE
CONDITION OR STATE OF REPAIR OF ANY OF THE E&P ASSETS; (4) THE ABILITY OF THE
OIL AND GAS PROPERTIES TO PRODUCE HYDROCARBONS, INCLUD.ING 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 E&P ASSETS; (7) THE ENVIRONMENTAL
CONDITION OF THE E&P ASSETS; (8) ANY PROJECTIONS AS TO EVENTS THAT COULD OR
COULD NOT OCCUR; OR (9) THE TAX ATTRIBUTES OF ANY E&P ASSETS, EXCEPT FOR THE
EXPRESS REPRESENTATIONS AND WARRANTIES OF ASSIGNORS CONTAINED IN THIS
ASSIGNMENT, THE PURCHASE AGREEMENT, AND THE OTHER TRANSACTION
DOCUMENTS, EACH ASSIGNOR'S OBLIGATIONS UNDER ARTICLES IV, V, AND XIV OF 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, ANY DATA, INFORMATION, OR OTHER RECORDS
FURNISHED BY ASSIGNORS, EXCEPT AS TO ANY SCHEDULE, ARE PROVIDED TO ASSIGNEE
AS A CONVENIENCE AND ASSIGNEE'S RELIANCE ON OR USE OF THE SAME IS AT
ASSIGNEE'S SOLE RISK.
( c) THIS DISCLAIMER AND DENIAL OF WARRANTY ALSO EXTENDS TO ANY
EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE PRICES ASSIGNEE AND
ASSIGNORS ARE OR WILL BE ENTITLED TO RECEIVE FROM PRODUCTION OF OIL, GAS OR
OTHER SUBSTANCES FROM THE OIL AND GAS PROPERTIES, IT BEING ACKNOWLEDGED,
AGREED AND EXPRESSLY UNDERSTOOD THAT, EXCEPT FOR THE EXPRESS
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REPRESENTATIONS AND WARRANTIES OF ASSIGNORS IN THIS ASSIGNMENT, THE
PURCHASE AGREEMENT, AND THE TRANSACTION DOCUMENTS AND SUBJECT TO
ASSIGNEE'S RIGHTS UNDER ARTICLES IV, V, AND XIV OF 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, ALL RESERVE, PRICE AND VALUE ESTIMATES UPON WHICH ASSIGNEE HAS
RELIED OR IS RELYING HA VE 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/OR GAS
VOLUMES, FUTURE FINDING COSTS AND FUTURE OIL AND/OR GAS SALES PRICES, ALL OF
WHICH FACTORS ARE INHERENTLY IMPOSSIBLE TO PREDICT ACCURATELY EVEN WITH
ALL AVAILABLE DATA AND INFORMATION.
( d) EXCEPT FOR THE EXPRESS REPRESENT A TIO NS AND WARRANTIES OF
ASSIGNORS IN THIS ASSIGNMENT, THE PURCHASE AGREEMENT, AND THE TRANSACTION
DOCUMENTS, AND SUBJECT TO ASSIGNEE'S RIGHTS UNDER ARTICLES IV, V, AND XIV OF
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: (1) ASSIGNORS HAVE NOT AND WILL NOT MAKE
ANY REPRESENTATION OR WARRANTY REGARDING ANY MATTER 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 E&P
ASSETS; (2) NOTHING IN THIS ASSIGNMENT, THE PURCHASE AGREEMENT, OR
OTHERWISE SHALL BE CONSTRUED AS SUCH A REPRESENTATION OR WARRANTY; (3)
ASSIGNEE SHALL BE DEEMED TO BE TAKING THE E&P ASSETS "AS IS" AND "WHERE IS"
WITH ALL FAULTS FOR PURPOSES OF THEIR ENVIRONMENTAL CONDITION, AND (4)
EXCEPT TO THE EXTENT ANY 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.
( e) THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT
REQUIRED BY LAW, THE DISCLAIMERS CONTAINED IN THIS ASSIGNMENT ARE
"CONSPICUOUS" FOR THE PURPOSES OF SUCH LAW.
8. Successors and Assigns. This Assignment binds and inures to the benefit of
Assignors and Assignee and their respective successors and assigns, and all obligations shall be a
covenant running with the land. This Assignment is intended to be recorded and filed of record.
9. Governmental Forms. Separate governmental form assignments of the E&P Assets
may be executed on officially approved forms by Assignors to Assignee, in sufficient counterpaiis
to satisfy applicable statutory and regulatory requirements. Those assignments shall be deemed to
contain all of the terms of this Assignment. The interests conveyed by such separate assignments
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are the same, and not in addition to, the interests conveyed herein, and subject to the reservations
and exclusions set forth under the terms of this Assignment. In the event there is a conflict between
the terms of this Assignment and the terms of any governmental forms of assignment relating to
the E&P Assets, the terms of this Assignment will control to the extent of such conflict.
10. Entire Understanding; Purchase Agreement. This Assignment supersedes all other
prior written or oral agreements, except the Purchase and Sale Agreement between Assignors,
Hunter Ridge Energy Services LLC and Caerus Piceance, LLC dated June 8, 2017 ( as may be
amended from time to time, the "Purchase Agreement"), which this Assignment is made subject
to, and any Assignment and Assumption Agreement between Assignors, Assignee and any
applicable Third Party, executed on or around the date hereof (the "Assumption Agreement"). If
there is a conflict between the terms of this Assignment and the terms of the Purchase Agreement,
the terms of the Purchase Agreement will control to the extent of the conflict. If there is a conflict
between the terms of this Assignment and the terms of the any Assumption Agreement, the terms
of this Assignment will control to the extent of the conflict. Assignors and Assignee intend that
the terms of the Purchase Agreement and any Assumption Agreement not merge into the terms of
this Assignment. There are no oral agreements between the Parties not set out in writing.
11. Further Assurances. From time to time, Assignors and Assignee shall each execute,
acknowledge and deliver to the other such further instruments and take such other action as may
be reasonably requested in order to accomplish more effectively the purposes of this Assignment.
12. Exhibits. All exhibits attached hereto are hereby made paii hereof and incorporated
herein by this 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 E&P Assets are located.
13. Counterparts. This Assignment may be executed by Assignors and Assignee 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.
14. Amendment and Waiver. This Assignment may not be amended nor any rights
under this Assignment waived except by an instrument in writing signed by the Party to be charged
with such amendment or waiver and delivered by such Party to the Pmiy claiming the benefit of
such amendment or waiver. 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.
15. Severability. If any provision of this Assignment is held to be illegal, invalid or
unenforceable under present or future laws effective during the term hereof such provision shall
be fully severable; this Assignment shall be construed and enforced as if such illegal, invalid or
unenforceable provision had never comprised apart hereof, and the remaining provisions of this
Assignment shall remain in full force and effect and shall not be affected by the illegal, invalid or
unenforceable provision or by its severance from this Assignment.
-10 -
895338 07/27/2017 03:49:33 PM Page 11 of 521
Jean Alberico, Garfield County, Colorado
Rec Fee: $2,613.00 Doc Fee: $0.00 eRecorded
16. 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 E&P Assets located in that county.
17. 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.
[Signature Pages Follow.]
-11 -
895338 07/27/2017 03:49:33 PM Page 12 of 521
Jean Alberico, Garfield County, Colorado
Rec Fee: $2,613.00 Doc Fee: $0.00 eRecorded
Assignor has executed this Assignment as of the date of its acknowledgement, but this
Assignment is effective for all purposes as of the Effective Time.
STATE OF COLORADO
CITY AND
§
§
ASSIGNOR
ENCANA OIL & GAS (USA) INC.
Title: Attorney-In-Fact
Acknowledgement
COUNTY. O~ DENVER § . _ -t½
This instrument was acknowledged before me th1s6M· day of J \) l~ , 2017, by
Constance D. Heath, as Attorney-In-Fact ofEncana Oil & Gas (USA) Inc., a D aware corporation,
on behalf of the corporation.
HOLLY CUMMINGS
NOTARY PUBLIC
STATE OF COLORADO
NOTARY ID# 20144032498
MY COMMISSION EXPIRES AUGUST 19, 2018
My Commission Expires: 'tr t9 ~ 12)
Assignor's Signature Page to
Assignment, Deed, Bill of Sale and Conveyance
895338 07/27/2017 03:49:33 PM Page 13 of 521
Jean Alberico, Garfield County, Colorado
Rec Fee: $2,613.00 Doc Fee: $0.00 eRecorded
Assignor has executed this Assignment as of the date of its acknowledgement, but this
Assignment is effective for all purposes as of the Effective Time.
ASSIGNOR
PA VILLI ON LAND DEVELOPMENT, LLC
~~e:AeYJR=
Title: Manager
Acknowledgement
STATE OF COLORADO §
CITY AND §
COUNTY OF DENVER § -11\ J
This instrument was acknowledged before me thisa£ day of V l ~ , 2017, by
Andrew L. Rogers, as Manager of Pavillion Land Development, LLC, a Wyo mi g limited liability
company, on behalf of the company.
HOLLY CUMMINGS
NOTARY PUBLIC
STATE OF COLORADO
NOTARY ID# 20144032498
MY COMl),IISSION EXPIRES AUGUST 19, 2018
Not
My Commission Expires: t' IC{ -j 9,
Assignor's Signature Page to
Assignment, Deed, Bill of Sale and Conveyance
895338 07/27/2017 03:49:33 PM Page 14 of 521
Jean Alberico, Garfield County, Colorado
Rec Fee: $2,613.00 Doc Fee: $0.00 eRecorded
Assignee has executed this Assignment as of the date of its acknowledgement, but this
Assignment is effective for all purposes as of the Effective Time.
STATE OF COLORADO
CITY AND
§
§
ASSIGNEE
PICEANCE DIVESTITURE LLC
By:
Name: Constance D. Heat
Title: Manager
Acknowledgement
COUNTY OF DENVER §
This instrument was acknowledged before me this 2, 4f"day of , j \I~ , 2017, by
Constance D. Heath, as Manager of Piceance Divestiture LLC, a Dela re limited liability
company, on behalf of the company.
HOLLY CUMMINGS
NOTARY PUBLIC
. STATE OF COLORADO
NOTARY ID# 20144032498
MY COMMISSION EXPIRES AUGUST 19, 2018
Notary~bli~
My Commission Expires: 0 ~ lCJ,. l £>
Assignee's Signature Page to
Assignment, Deed, Bill of Sale and Conveyance
ExhibltA-5
Fee Surface Interests
Rocordatlon
Aqroomont Number Grantor Grantee EffoctlveDatu Countv Book ... Entrv Leqa\ Ooscr!Ptlon
917346.000 ERWIN PANO ELKE M KNlRLBERGER ENCANA OIL & GAS {USA) !NC 06/01/2011 Garfield NA NA 803426 T006S R098W
SEC 033 NESW, SWSE, SESW
T007S R098W
SEC 004 THE SWNE EXCEPT THAT PART LYING EAST OF THE CENTER OF THE CHANNEL OF ROAN CREEK AS
CONVEYED OUT BY DOCUMENT NO. 70005, THE NWSE. LOT 3 AND THAT PORTION OF LOT 2 LYING WEST OF THE
CENTER OF THE CHANNEL OF ROAN CREEK
11745.000 SNYDER OIL CORPORATION BALLARD PETROLEUM LLC 01/01/1999 Garfield 1110 569 539204 T6S R93W (GMR LOT7)
SEC 21 E2SENE, E2NESE
T7SR91W
SEC 31 LOT 2(SWNW 50.32)
36118.000 EXXON MOBIL CORPORATION EN CANA O!L & GAS (USA) !NC 07/01/2006 Garfield 1876 661 713663 T4S R97W 6TH PM
SEC32N2N2
SEC 33 W2NW, E2NE. NWSW
SEC34ALL
SEC35ALL
SEC 36 N2N2, S2
36236.001 UNION OJL COMPANY OF CALIFORNIA TOM BROWN INC. 06/11/2004 Garfield 1602 256 655347 T4S R95W
SEC 19 LOTS 1(NWNW 40.14), 2(SWNW 40.21), 3{NWSW 40.29), 4(SWSW 40.36),
E2W2, E2 (ALL)
SEC 20 LOTS 1 ( NENE 40.51), 2(NWNE 40.42), 3(SWNE 40.44), 4{SENE 40.53),
W2.SE (ALL)
SEC 21 W2SW. NENW, NE, N2SE, SESE
SEC22ALL
SEC23ALL
SEC24ALL
SEC25ALL
SEC26ALL
SEC27 ALL
SEC 28 LOTS 1 (NWNW 40.44), 2(SWNW 40.37), 3{SENW 40.35) S2. S2NE, NENE
SEC29ALL
SEC 30 LOTS 1 (NWNW 40.33), 2(SWNW 40.21), 3(NWSW 40.07), 4(SWSW 39.94),
E2W2, E2
SEC 31 LOTS 3(NWNW 40.10), 4(SWNW 39.82), 5(NWSW 39.42). 6{SWSW 39.14),
ENl/2, E2 (ALL)
SEC 32ALL
SEC33ALL
SEC34All
SEC 35N2
SEC 36 NW, N2NE. N2S2NE, N2SWSWNE
T4S R96W
SEC 22 LOTS 1 (NWNE 40.44), 2(SWNE 40.34), 3(NESE 42.09). 4{NWSE 41.59),
S(NESW 40.87), 8(NWSW 40.37), NW, S2S2
SEC 23 LOTS 1 (NENW 40.50), 2(SENW 40.37), 4{NWSE 42.81), S(NESW 42.78),
5(NWSW 42.52), 7(NESE 45.24), 8(SESE 42.29). NE, S2SW, SWSE
SEC 24 LOTS 1 (NENE 40.49), 2(NWNE 40.66), 3(NENW 40.83). 4(NWNW 41.00).
S2N2. S2
SEC25ALL
SEC 26ALL --"
36236.001 UNION OIL COMPANY OF CALIFORNIA TOM BROWN !NC. 06/11/2004 Garfield 1602 256 655347 SEC27 ALL
(CON'T) SEC 28 E2
SEC 33 SE. E2NE. SWNE
SEC 34 LOTS 1 (SWSW 42.70), 2(SESW 42.57), 3(SWSE 42.45), 4{SESE 42.32). N2,
N2S2 (ALL)
SEC 35 LOTS 1 (SWSW 42.19), 2(SESW 42.06), 3(SWSE 41.92). 4{SESE 41.79). N2,
N2S2
SEC 36 LOTS 1 (NENE 40.85), 2(NWNE 41.10), 3(NENW 41.34), 4(NWNW 41.60),
S{SWSW 40.12). 6(SESW 40.12), S2N2. N2SW
TSS R95W
SEC 4 LOTS 1(NENE 56.67). 4(NWNW 56.71), 5( NWNE 36.68), 6(NWNE 20.00), 7
(NENW 36.70), 8{NENW 20.00), S2N2
SEC 15 52, S2N2, MORE PARTICULARLY DESCRIBED AS; A TRACT LYING W/IN SECS 15
& 22 MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS (SEE PAGE A-56
OF EXHIBIT-SCHEDULE 1·A47)
SEC 16ALL THAT PART LYING SOUTH OF THE SOUTHERNMOST MAHOGANY MARKER
a.k.a. HOFFMAN PLACER MINING CLAIM no. 34. HOFFMAN no. 35 (N2S2 OF
SEC 16 BEING A PORTION THEREOF), no. 36 (S2N2 OF SEC 16. BEING A
PORTION THEREOF) CONTAINING 386 ACRES, MORE OR LESS
SEC 17 ALL THAT PART OF THE N2S2 LYING SOUTH OF THE SOUTHERNMOST
MAHOGANY MARKER, aka HOFFMAN PLACER MINING CLAIM #30 (N2S2),
HOFFMAN #31 (S2S2) CONTA!NING201.00 ACRES. MORE OR LESS
SEC 19 LOTS 1 (NENW 40.00), 2(NWNW 40.00), 3(NWNW 21.41), 4(SWNW 21.42), 5
(MNW 40,00), 6(SENW 40.00), 7(NESW 40.00), 8(NWSW 40,00), 9(NWSW
21.44), 10(SWSW 21.45), 11 (SWSW 40.00), 12(SESW 40.00), E2
SEC20ALL
SEC21 ALL
SEC22ALL
SEC27 ALL
SEC29ALL
Page 1 ore
ExhibitA..S
Fee Sutface Interests
Recordatlon
Aareement Number Grantor Grantee Effective Date Countv Book Paae Entrv LeaalOescrl tlon
36236.001 SEC 30 LOTS 1 (NENW 40.00), 2(NWNW 40.00), 3(NWNW 21.49), 4(SWNW 18.78),
(CON'T) S(TR #37 SWNW 2.78), 6(NESW 40.00), 7(SENW 40.00), 8(NESW 40.00),
9{NWSW 40.00), 10(NWSW 14.95), 11 (NWSW 6.67), 12(SWSW 3.48), 13(SWSW
1821), 14(SWSW 40.00). 15(SESW 40.00), E2
SEC 31 LOTS 1 (NENW 40.00). 2(NWNW 40.00), 3(NWNW 21.79), 4(SWNW 21.93), 5
{SWNW 40.00), 6(SENW 40.00), 7(NESW 40.00), 8(NWSW 40.00), 9(NWSW
22.07), 10(SWSW 2221 ), 11 (SWSW 40.00}, 12(SESW 40.00), E2
SEC32ALL
SEC33ALL
SEC 34ALL
TSS R96W 6TH PM
SEC 2 LOT 4(NWNW 41.03). SW, LESS AND EXCEPT THOSE PORTIONS CONVEYED TO
EXXON SWO RECORDED IN Bk. 640, Pg, 869, Entry 348389.
SEC 3 LOT 1(NENE 40.82), 2(NWNE 40.69), 3(NENW 40.57), 4{NWNW 40.44) S2N2,
S2
SEC 4 LOTS 1{NENE 40.33). 2(NWNE 4021). 3(NENW 40.11 ), 4(NWNW 39.99) S2.
S2N2
SEC 5 LOTS 1 (NENE 39.80). 2(NWNE 39.52), 3(NENW 39.24), 4(NWNW 38.96).
S2N2,S2
SEC8ALL
SEC9ALL
SEC10ALL
SEC 11 W2, W2SE LESS AND EXCEPT THOSE PORTIONS CONVEYED TO EXXON BY SWD
RECORDED IN BK 640, PG 869, ENTRY 348389
SEC 14 W2, SE, W2NE, SENE
SEC 15 NENE, S2, NW, W2NE
SEC16ALL
SEC 17 E2
SEC21 ALL
SEC22ALL
36236.001 UNION Oil COMPANY OF CALIFORNIA TOM BROWN JNC. 0611112004 Garilo!d 1602 256 655347 SEC23All
(CON'T) SEC24ALL
SEC 25 LOTS 1 (SWNE 37.84), 2(SENE 37.42), 3(4.78 SENE & SWNE), 4(NESE
40.03), 5(NWSE 33.48), 6(NWSE 6.55), 7(SESE 11.27). 8(SESE 28.77),
W2, N2NE, SWSE
SEC26ALL
SEC27 ALL
SEC28ALL
SEC 33 N2N2 LESS AND EXCEPT THW WEST 34 ROOS OF THE NWNW CONTAINING 16
ACRES. MORE OR LESS
SEC 34 NE, N2NW, SENW
SEC35 N2
SEC 36 NW, E2, EXCEPT THAT PART OF THE SOUTH 949.99 FEET LYING WEST OF
THE CENTERLINE OF PARACHUTE CREEK
T6S R96W 6TH PM
SEC 1 LOTS 3{NENE 43.51 ), 4(NWNE 43.51), S(NENW 43.31 ), 6(NWNW 43.21 ), 7
(NWNW 40.00), 8(NENW 40.00), 9{NWNE 40.00), 1 O(NENE 40.00). 11 (SENE --" 40.00), 12(SWNE 40.00}, 13(SENW 40.00), 14(SWNW 40.00}
SEC 2 LOTS 1(NENE 43.12), 2(NWNW 43.05), 3{NENW 42.97), 4(NWNW 42.90). 5
(NWNW 40.00), 6(NENW 40.00}, 7(NWNE 40.00), 8(NENE 40.00}, 9(SENE
40.00), 10(SWNE 40.00), 11 (SENW 40.00), 12(5'/I/NW 40.00), S2
SEC 3 LOTS 1 {NENE 4281 ). 2(NWNE 42.72), 3(NENW 4263), 4(NWNW 20.87), 5
(NWNW 19.63), 6(NENW 40.00), 7((NWNE 40.00), S(NENE 40.00), 9(SENE
40.00). 10(SWNE 40.00), 11(SENW 40.00). 12(SWNW 19.85), 13(NWSW
19.67), 14{SWSW 19.69), SE, E2SW
SEC 4 LOTS 1 (NENW). 3(NENE 52.68), 4(NWNE 54.26), 6(SWNE 42.70), 7(SENE
39.50}, 8(NESE 39,57), 9(NWSE 40.27), 10(NESW 41.11), 11 (SWSW), 12
(SESW 41.53). 13(SWSE41.63), 14(SESE 40.92). S2NW, {NWSW-m&b
containing approx 35.75}, LYING EAST OF THE CENTERLINE OF PARACHUTE
CREEK EXCEPT THAT PORTION OF COUNTY ROAD 215 THAT CROSSES THE
SUBJECT PROPERTY.
Page2 of6
ExhlbltA--5
Fee Surface Interests
Reeordatlon
Agreement Nt.mber Grantor Grantee Effective Date County Book Paqe Entrv Legal Desertotlon
36236.001 SEC 4 (NWSW) CONTAINING 4.25 ACRES. STARTING AT THE NORTHWEST CORNER OF THE
(CON1) SOUTHWEST QUARTER OF SECTION 4, T6S, R96W (THIS CORNER IS LOCATED ON
THE SOUTH SIDE OF A GULCH) RUNNING DOWN THE GULCH SOUTH OF EAST 582
FEET TO THE CREEK FROM THENCE DOWN THE CREKK WEST OF SOUTH 207 FEET
FROM THENCE WEST 336 FEET FROM THENCE NORTH 363 FEET
SEC 9 LOTS 1 (NENE 44.30), 2(NWNE 44.01), 3{NENW 4251), 4{NWNW 4221). 5
(SENW 4240), 6(SWNE 43.67), 7(SENE 43.95), 8(NESE 40.60), 9(NWSE
40.85), 10(NESW 40.51 ), 11 (NWSW 40.77), 12(SWSW 40.86), 13{SESW
40.63), 14{SWSE 40.53), 15(SESE 40.28), SWtNI/ (ALL} EXCEPT THAT
PORTION OF COUNTY ROAD 215THAT CROSSES THE SUBJECT PROPERTY (SEE
EXHIBIT A •RESERVOIR PARCEL")
SEC 10 LOTS(1(NWNW 19,70), 2(SWNW 19.72), 3(NWSW 19.72), 4(,SWSW27.46), E2.
EZN'Z, EXCEPT THAT PORTION OF COUNTY ROAD 215 THAT CROSSES THE
SUBJECT PROPERTY (SEE EXH!SIT A "RESERVOIR PARCEL")
SEC 15W2, W2E2
SEC 16 LOTS 1(NENE 15.47), 2(NWNE 15.42), 3(NENW 15.37), 4(NWNW 8.36), 5
(NWNW 28.74), 6(NENW 40.00), 7(NWNE 40.00), B(NENE 40,00), 9(SENE
40.00), 10(SWNE 40.00), 11(SENW 40.00), 12(SWNW 38.04), 13(NWSW
39.74), 14(,SWSW 39.27), SE, W2SW
SEC21 LOTSS(SESW26.95), 6(SWSE26.97), 7(SESE26.99}, E2tNI/, NE, N2SE
SEC 22 LOTS 1 (SWSW 27.02), 2{SESW ZT.07), N2, N2SW
SEC 27 LOTS 4(,NWNW 40.89), S(SWNW 41.32), 12(NWSW 40.71)
SEC 28 LOTS 1 (NENE 42.24), 2(NWNE 42.19), 3(NENW 40.60), S(SWNE 41.71), 6
(SENE41.77), 7{NESE40.36)
SEC 33 LOT S(SENE 40.50)
SEC 34 LOTS 3{SWNW 41.00), 10(NWSW 40.63)
1,,1;;§§ ANQ l;;:j!!i!t;J;J?.I IJ:IQ§I;: L8r:IQ§ Q!iiSCRl~!;:!2 Qr:! ePE!;NQlj!!i 1 ANQ Q!;P!!t:I!;C! QN APP!i;NQIX 2 JN A!t;!t:QB!2A~~!; WITH
11:!J;: §!,.!B~Et: Pb8T R!;CORQl;;Q e§ B!;~!;PTIQN NJ,!Mijl;;B :l~:I F!i~B!JARY 13 20:lI I~ QABFl!;bQ !t;OJ.!r:IIY !t:QbQB8QQ
929317.000 SLASH EV RANCH LLLP EN CANA OIL & GAS (USA) INC 02/12/2014 Garfield NA NA 846361 T003S R097W
SEC 004 W2SW, W2NESW
Rio Blanco NA NA 307923 SEC 005 SE
T004S R097W
SEC 019 NENENE, E2SWNENE, N2SENENE, N2S2SENENE, S2SWSENENE
SEC 020 NWNENWNW, NWNWNW, NWSWNWNW, N2SWSWNWNW
T004S R098W
SEC 016 N2N2SW
23678.000 EL PASO PRODUCTION O & G CO MCMURRY OIL COMPANY 01/01/2002 Rio Blanco 578 598 274007 T1SR97W
SEC 2 LOT 2 (NWNE 45.22)
SURFACE TO 2,105AS TO OIL& GAS RIGHTS EXCLUDING OIL SHALE
SEC 11 W2NE, NWSE, NESW
SEC28W2SW
SEC29 E2SE
SEC32E2E2
SEC33WZiN2 --"
T1NR9TIN
SEC 26 TRACTS 47, 48 (resurvey) LOTS 2(NWNW 10.26),3(SWNW 28.62),6(NESW
9.65), 8(NWSW 425), 9(NWSW 18.36), 12(SWSW 1202), 13(SESW27.64)
SEC Z7 TRACT 48(resurvey), LOTS 2(NENE 14.34), 4{NWNE 4.08), 6(SWNE 7.30),
7(SENE 29.74), 9(NESE 7.30)
SEC 35 TRACTS 47, 49, 50 (RESURVEY) LOTS 6{NENW 27.64), 7(NWNW 1202),
10(SWNW 7.77), 11(SWNW 4.25), 12(SENW 17.99), 13(SENW 9.65), 16(NESE
1294),18(NWSE4.16), 19(NWSE 9.03), 21(NESW31.77), 22(NWSW 12.06),
24(,SWSW 7.92),25(SESW 26.56), 26(SWSE 18.26). 27(SWSE 8.54), 28(SESE
27.06)
SEC36TRACT50 (RESURVEY) LOTS 11(NESW8.52), 13(NWSW12.73), 14(SWSW
ZT.33),15(SESW 18.90)
SURFACE TO 2. 105 AS TO OJL & GAS RIGHTS EXCLUDING OIL SHALE
T2S R97W
SEC 4 LOT 4(NWNW 40.10}, SWNW, W2SW
SEC 5 LOT 1(NENE 40.09}, SENE. NESE
SURFACE TO 2,105 AS TO OIL& GAS RIGHTS EXCLUDING OIL SHALE
Page 3 of6
ExhlbltA-5
Fee Surface Interests
Rocordatlon
Aqreement Number Grantor Grantee Effective Date Countv Book Paqe Entrv Leqal Descrintlon
23683.000 SHELL FRONTIER OIL & GAS INC. MCMURRY OIL COMPANY 12101/2004 Rio Blanco NA NA 280546 T002S R096W
SEC031 S2SE
SEC032 S2S2
SEC033 SWSW
T002S R097W
SEC 027 NENE. NESENE
T003S R096W
SEC 003 N2SE, SESE, S2NW, NESW
SEC 004 LOT 1 (40.16 NENE), LOT2 (40.18 NWNE), LOT 3 (40.18 NENW), LOT 4 (402 NNWNW), S2N2, SWSW
SEC 005 LOT 1 (40.19 NENE), SENE, E2SE
SEC 009 NWNW, W2SE
SEC 010 NENE
SEC 011 N2NW, W2NE
SEC 016 W2NE
SEC026 W2SW
SEC 033 SENE. E2SE
SEC 035 N2SW, NW
T003S R097W
SEC 004 LOT 1 (40.24 NENE), LOT 2 (40.2 NWNE), NWSE. SWNE, SESW
SECOOS SESE
SEC 009 N2NW, SWNW, W2SW
SEC 017 N2SE, E2NE, SWSE
T004S R096W
SEC 004 LOT 1 (40.09 NENE)
26009.000 EL PASO PRODUCTION O & G CO FORT COLLINS CONSOLIDATED ROYALTIES, !NC. 01101/2002 Garfleld 1360 968 604838 T006S R099W
SEC 031 LOT 5 (40.63 NWNW), LOT 6 (39.85 SWNW), LOT 7 {39.07 NWSW), LOT 8 (32.72 SWSW), LOT 9 (34.41 SESW), LOT
10 (34.64 SWSE). LOT 11 (34,88 SESE), NESW, NE, N2SE, E2NW
SEC 032 LOT 1 (35.13 SWSW), LOT 2 (35.39 SESW), LOT3 (35.65 SWSE), LOT 4 (35.91 SESE), N2, N2S2
SEC 033 LOT 1 (36.13 $WSW), LOT 2 (36.31 SESW), LOT 3 (36.49 SWSE), LOT 4 (36.67 SESE), N2S2. N2
SEC 034 LOT 1 (36.92 SWSW), LOT 2 (37..25 SESW), LOT 3 (37.57 SWSE), LOT 4 (37.9 SESE). N2S2, S2N2, NENW,
SWNWtf-N, E2NWNW, NENE, W2NWNE, SENWNE
SEC 035 LOT 1 (38, 16 SWSW), LOT 2 (38.37 SESW), LOT 3 (38.57 SWSE). LOT 4 {38.78 SESE), NWNW, N2S2, NE, SENENW,
S2NW
SEC 036 LOT 1 (39.02 SWSW), LOT 2 (39.3 SESW), LOT 3 (39.58 SWSE), LOT 4 (39.86 SESE). E2NWNW, N2S2. S2N2,
W2NENW. S2N2NE
T007S R098W
SEC 005 SW
SEC 006 LOT 3 (39.93 NENW), LOT 4 (37.37 NWNW), LOT 5 (37.45 SWNW), LOT 6 (37.51 NWSW). LOT 7 (37.57 SWSW),
SENW, E2SW, SE
SEC 007 LOT1 (37.66 NWNW), LOT2(37.79SWNW), LOT3 (37..91 NWSW), LOT4{38.04SWSW), N2SE, E2NW, NE, NESW,
N2S2SE, N2SESW
SEC 008 N2SW, NW
T007S R099W
SEC 001 LOT7 (44.86 NENW), LOT 8 (45.03 NWNW), LOTS (43.41 SENE), LOT 10 (43.07 NESE), LOT 11 (42.73 SESE), LOT 12
(13.18 NENE), LOT 13 (35.51 NENE), LOT 14 (1219 NWNE), LOT 15 (325 NWNEJ, SWNE, S2NW, SW, W2SE
SEC 002 LOT 5 (45.32 NENE), LOT 6 (45.73 NWNE), LOT 7 (46.54 NWNW), S2, S2N2
SEC 003 LOT 5 {46.9 NENE), LOT 6 (47.23 NWNE), LOT 8 (47.88 NWNW), LOT 9 (6.23 NENW), LOT 1 O (6.32 NENW), LOT 11
(35.00 NENW), N2S2S2SW, S2N2, N2sw, N2S2SW, N2SE. SWSE. SESE --"
SEC 004 LOT 6 (48.36 NWNE), LOT 7 (48.58 NENW), LOT 8 (48.79 NWNW), LOT 9 (6.55 NENE), LOT 10 (6.6 NENE), LOT 11
(35.00 NENE), S2N2, SW, N2SE, N2S2SE, N2S2S2SE
SEC 005 LOT 5 (48.96 NENE), LOT 6 (49.07 NWNE), LOT 7 (49.19 NENW), LOT 8 (49.3 NWNW), S2, S2N2
26009.000 SEC 006 LOT 8 (49.41 NENE), LOT 9 (49.51 NWNE), LOT 10 (49.61 NENW), LOT 11 (42.28 NWNW), LOT 12 (34.09 SWNW),
(CON'T) LOT 13 (34.16 NWSW), LOT 14 (34.24 SWSW), S2NE, SENW, E2SW, SE
SEC 007 LOT 5 (34.25 NWNW), N2NE, NENW
SEC 008 NWNE, N2NW
SEC 009 NWNW. NENW
SEC 010 N2NE, SENE
SEC 011 N2S2N2, NENW, N2NE, NWNW, N2S2S2N2
SEC 012 LOT 1 {42.39 NENE), LOT 2 (4206 SENE), LOT 3 (41.72 NESE), LOT 4 (41.39 SESE), NW, W2SE. W2NE
23027.000 AIRPORT LAND PARTNERS LIMITED EN CANA OIL & GAS (USA) INC 04/07/2004 Garffeld 1576 207 6"9881 T6SR92W
SEC 19 LOT 3{N2SW 48.42), NWSE
22902.000 MANUEL ABT ENCANA OIL & GAS {USA} INC 12/31/2002 Garfield 1424 622 618225 GRASS MESA RANCH LOT 45
T6S R93W
SEC33 SESE
31011.000 LARRY LAND LAURA J AMOS PAVILLION LAND DEVELOPMENT LLC 06/30/2006 Garfleld 1828 524 703571 T6S R92W 6TH PM
SEC33 NWSE
COVERING 3029 ACRES, MORE OR LESS
AKA PARCEL J-2 OF THE HARPER EXEMPTION RECORDED AS
DOCUMENT NO. 357907
13661.000 GA!LHUGHES ENCANA OIL & GAS (USA) !NC 04/1212002 Garfield 1345 800 601253 TTS R93W
SEC 9 SESW AKA LOT 61
13663.000 CRAIG W. PETERSON AND CHERt D. PETERSON EN CANA O!L & GAS (USA) INC 05117/2002 Garfleld 1356 856 603841 T7SR93W
SEC 3 SWSW (AKA GRASS MESA LOT 58)
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Fee Surface Interests
Recordatlon
Aqrooment Numbor Grantor Grantoe EtroctlveDate Countv Book Pane EntN Leaal Oescrl tlon
22901.000 JERRY D GALEMORE ENCANA Oil & GAS {USA} INC 10/29/2002 Garfield 1401 751 613767 T007S ROS3W
SEC004 NESW,LOT2(21.35)
22925.000 PETER SAND NANCY SHEROWSKI ENCANA Oil & GAS (USA) INC 08107/2003 Garfield 1504 295 633882 T7S R92W (REAL PROPERTY)
A PARCEL OF LAND LOCATED JN SECTIONS 10 AND 11
DESCRIBED BY METES AND BOUNDS !N THE WARRANTY DEED CONTAINING
98.36 ACRES, Mil
THIS PROPERTY ALSO INCLUDES 4 SHARES OF STOCK IN THE DIVIDE
CREEK HIGH LINE DITCH COMPANY
929314.000 UNION Oil COMPANY OF CALIFORNIA TOM BROWN !NC 06/11/2004 Garfield 1602 342 655348 T005S R09SW
SEC 030 LOT 10, LOT11, LOT12, LOT13, LOT 14
SEC031 LOT2, LOT3, LOT 4, LOT9, LOT10
T005SR096W
SEC025 LOT7,LOT8
SEC 036 NE, SE
T006S R096W
SEC 004 LOT 4, LOT 10, LOT 12, AND ALL THAT PART OF LOT 1, SENW, SWNW, NWSW AND LOT 11 LYING EAST OF THE
CENTERLINE OF PARACHUTE CREEK; TOGETHER WITH A PARCEL OF LAND, REFERRED TO AS THE GRANLEE GULCH
SCHOOL PARCEL, IN THE NWSW OF SECTION 4. T6S, R96W, GARFIELD COUNTY, COLORADO DESCRIBED AS FOLLOWS:
STARTING AT THE NW CORNER OF THE SW (THIS CORNER !S LOCATED ON THE SOUTH SIDE OF A GULCH) RUNNING
DOWN THE GULCH SOUTH OF EAST 582 FEET TO THE CREEK FROM THENCE DOWN THE CREEK WEST OF SOUTH 207
FEET FROM THENCE WEST 336 FEET FROM THENCE NORTH 363 FEET.; EXCEPTING THEREFROM THAT PORTION OF
COUNTY ROAD 215 THAT CROSSES THE SUBJECT PROPERTY INCLUDING THE ROADWAY SURVEY PARCELS AND
SLIDE PARCELS CONVEYED TO THE BOARD OF COUNTY OF COMMISSIONERS OF GARFIELD COUNTY, COLORADO IN
SPECIAL WARRANTY DEED RECORDED DECEMBER 30, 1986 JN BOOK 702 AT PAGE 424 AND AS CORRECTED !N
INSTRUMENT RECORDED JUNE 15, 1987, IN BOOK 714 AT PAGE 1.
SEC 009 LOT 3, LOT 4, LOT 5, LOT 11, SWNW
31067.000 SUNNYSIDE POOL EN CANA O!l & GAS (USA) INC 12/1412006 M•~ 4317 751 2354333 TBS R96W 6TH PM
SEC 29 E2E2, W2SE
SEC 32 N2, N2SW
VACANT LAND IN COLLBRAN, COLORADO
38113.000 DENNIS R CADMAN ET AL TOM BROWN INC 01/21/2004 M•~ 3575 ,n 2173837 T010S R096W
SEC 021 THAT PART OF THE NWSW LYING WEST OF THE COUNTY ROAD ROW DESCRIBED BY METES AND BOUNDS
ON EXHIBIT A TO WARRANTY DEED
44927.000 MICHAEL A. KYNE ENCANA OIL & GAS (USA} INC 10/30/2008 M= 4749 385 2464115 T010S R096W
SEC 001 S2N2SE EXCEPT THE NORTH 24 FEET THEREOF
27953.000 UMETCO MINERALS CORPORATION ENCANA GATHERING SERVICES (USA) 06/16/2003 Garfield 1486 491 630569 T006SR094W
SEC 013 A TRACT OF LAND CONTAINING 113.56 ACRES SITUATED IN THE S2N2ANO THE N2S2 OF SECTION 13,
DESCRIBED AS FOLLOWS:; BEGINNING AT THE COMMON CORNER OF SAID SECTION 13AND ADJACENT SECTIONS 14,
23AND 240F SA!D TOWNSHIP AND RANGE; THENCE NORTH 00 DEGREES 59 MINUTES 00 SECONDS WEST 1050.30
FEET; THENCE NORTH 65 DEGREES 18 MINUTES 12SECONDS EAST508.35 FEET, BEING TRUE POINT OF BEGINNING; --"
THENCE NORTH 09 DEGREES 13MINUTES 49 SECONDS WEST 1111.23 FEET; THENCE NORTH 63 DEGREES 00 MINUTES
00 SECONDS EAST3n8.38 FEET; THENCE 344.47 FEET ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A RADIUS
OF 792099 FEET, THE CHORD OF WHICH BEARS NORTH 75 DEGREES 27 MINUTES 30 SECONDS EAST 341.76 FEET;
THENCE NORTH 87 DEGREES 55 MINUTES 00 SECONDS EAST 480.00 FEET; THENCE SOUTH 12 DEGREES 19 MINUTES
49 SECONDS WEST 122254 FEET; THENCE SOUTH 65 DEGREES 18 MINUTES 12SECONOS WEST 4065.00 FEET TO THE
TRUE POINT OF BEGINNING.
27938.001 DIETER SANDER AND CARINA SANDER TOM BROWN INC. 09101/2004 Garfield 1620 295 659422 T7S R95W, 6TH P.M.
SECZ1 NW
27951.000 UNION OIL COMPANY OF CALIFORNIA TOM BROWN !NC. 06/11/2004 Garfield 1602 345 655349 T007S R095W
SEC 006 & 007 THOSE PORTIONS OF LOT NINE AND THE SESW OF SEC 6AND THAT PORTION OF LOT2 IN SEC 7 LYING
SOUTHEASTERLY OF THE SOUTHEASTERLY LINE OF THE DENVER AND RJO GRANDE RAILROAD RIGHT OF WAY ANO
NORTHWESTERLY OF THE COLORADO RIVER MORE PARTICULARLY DESCRIBED AS A WHOLE AS FOLLOWS:;
BEGINNING AT A POINT !N SAID SOUTHEASTERLY RIGHT OF WAY LINE OF SAID RAILROAD RIGHT OF WAY FROM
WHICH POINT THE QUARTER CORNER COMMON TO SA!• SECTIONS SIX (6) AND SEVEN (7) BEARS S. 15 DEGREES, 57
MINUTES E. DISTANT 403.30 FEET; THENCE N. 40 DEGREES 16 MINUTES E. ALONG SAID SOUTHEASTERLY RJGHT OF
WAY LINE 660.00 FEET; THENCE S. 49 DEGREES 48 MINUTES E. 864.00 FEET TO THE LOW WATER LINE OF SAID RIVER;
THENCE S.28 DEGREES 48 MINUTES W. 336.30 FEET ANDS. 30 DEGREES 08 MINUTES W. 335.57 FEET ALONG SA!D LOW
WATER LINE TO A LINE THAT BEARS S. 49 DEGREES 46 MINUTES E.AND PASSES THROUGH THE POINT OF BEGINNING;
THENCE N. 49 DEGREES 46 MINUTES W. ALONG SAID LINE 989.50 FEET TO THE POINT OF BEGINNING.
800088.002 FINANCIAL LANO INVESTMENT CORPORATION TBI PRODUCTION COMPANY 06/3011997 Garfle!d 1025 767 510857 T007S R096W
SEC 036 E2NW, NESW, S2NE, N2SE
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Fee Surface Interests
Recordation
Agreement Number Grantor Grantee Effective Dato Countv Book Paoo Enttv Loaal Doscrlotlon
941801.000 WILLJAM R PATTERSON ET AL EN CANA OIL & GAS (USA) INC 07/24/2016 Garfield NA NA 838524 T007S R096W
SEC 027 TIPPING SUBOJVIS!ON EXEMPTION LOT 1, MORE PARTICULARLY DESCRIBED AS FOLLOWS: A PARCEL OF
LANO LOCATED IN THE SE¼ SW¼ OF SECTION 27, TOWNSHIP 7 SOUTH, RANGE 96WEST, 6TH P,M., GARFIELD
COUNTY, COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST
CORNER OF SAID SE¼ SW¼ (WEST ONE..SlXTEENTH CORNER), SAID CORNER MONUMENTED W!TH Z' ALUMINUM CAP
INSCRIBED "PLS 18478", AND RUNNING THENCE N 01 DEGREES 43' 18"W, 1019.94 FEET ALONG THE WEST LINE OF SAID
SE y,. SW¼ TO A POINT ON THE SOUTHEASTERLY RIGHT-OF-WAY LJNE OF THE DENVER AND RIO GRANDE WESTERN
RAILROAD, SAID POINT MONUMENTED W!TH A STEEL BAR WITH 1-1/2" ALUMINUM CAP INSCRIBED "PLS 37075: THENCE
N 55 DEGREES 30' 44" E, 488.63 FEET ALONG SAID RIGHT-OF-WAY LJNE TO A POINT MONUMENTED WITH A STEEL BAR
WITH 1-1/2" ALUMINUM CAP INSCRIBED "PLS 37075"; THENCE S 01 DEGREES 14' 14" E, 1292.87 FEET TO A PO!NT ON THE
SOUTH LINE OF SAID SE¼ SW¼, SAID POINT MONUMENTED WITH AZ' ALUMINUM CAP INSCRIBED "PLS 18478";
THENCE S 89 DEGREES 29' 11" W. 400.04 FEET ALONG SA!D SOUTH LINE TO THE POINT OF BEGINNING. EXCEPTING
THEREFROM THE FOLLOWING DESCRIBED PARCEL, WHICH PARCEL WAS ACQUIRED BY PUBLJC SERVICE COMPANY
OF COLORADO PURSUANT TO A RULE AND ORDER AND RELEASE OF NOTICE OF US PEN DENS rRULE AND ORDER")
(WHICH RULE ANO ORDER WAS GRANTED ANO ENTERED BY THE DISTRICT COURT, GARFIELD (GLENWOOD SPRINGS)
COUNTY COLORADO IN CASE NUMBER 2013CV154 PURSUANT TO THAT CERTAIN "ORDER: RULE AND ORDER AND
RELEASE OF NOTICE OF LIS PENDENS" ISSUED ON JUNE 5, 2013): A TRACT OF LAND LOCATED IN THE SW¼ OF
SECTION ZT, T, 7 S, R. 96W. 6TH P.M., GARFIELD COUNTY, COLORADO, BEING MORE PART!CUlARLY DESCRIBED AS
FOLLOWS:
941801.000 COMMENCING AT THE SOUTHWEST CORNER OF SAID SECTION Zl AND RUNNING THENCE N 87 DEGREES 38' 30" E.
(CON'T) 1297.70 FEET ALONG THE SOUTH LJNE THEREOF, THENCE N 03 DEGREES 04' 35" W, 1014,84 FEET TO THE POINT OF
BEGINNING: THENCE N 03 DEGREES 04' 34~w. 10.84 FEET; THENCE N 53 DEGREES 40' 03" E, 47820 FEET; THENCE S 03
DEGREES 04' 55" E, ZT5.13 FEET: THENCE S 87 DEGREES 13' 04"W, 399,92 FEET TO THE POINT OF BEGINNING.
941802.000 DAYBREAK REAL TY LLC EN CANA OlL & GAS (USA) INC 08/04/2015 Garfield NA NA 666998 T007S RQ96W
SEC 036 NWNE
941875.000 PlCEANCE CREEK RANCH, L TO EN CANA OIL & GAS (USA) !NC 3/612017 Rio Blanco NA NA 314653 T004S R96W
SEC 014 NW1/4, N1/2SW1/4, SW1/4SW1/4,NW1/4SE1/4, SW1/4NE1/4
SEC 015 SE1/4SE1/4
941875.000 PICEANCE CREEK RANCH, LTD EN CANA 01L & GAS (USA) INC 3/6/2017 Garfiatd NA NA 893123 T004S R96W
(CON'T) SEC 022 E1/2NE1/4
SEC 023 W1/2NW1/4
--"
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