ASSIGNMENT OF OIL, GAS AND MINERAL LEASES
AND BILL OF SALE
STATE OF TEXAS )
) KNOW ALL MEN BY THESE PRESENTS
COUNTY OF FRIO )
ASSIGNOR: RCI Energy, a Division of Reunion Consolidated, Inc.
John Fleming, President
P. O. Box 305
Orange Grove, Texas 78372
ASSIGNEE: Consolidated Oil & Gas, Inc.
316 Main St.
Humble, Texas 77338
THAT, ASSIGNOR, for adequate consideration of the sum of TEN DOLLARS
($10.00) tendered and other good and valuable consideration by, ASSIGNEE, the
receipt and sufficiency of which are hereby acknowledged, and subject to the
terms, provisions and reservations set forth below, by these presents does
GRANT, BARGAIN, SELL, TRANSFER, ASSIGN, CONVEY AND DELIVER, subject to said
reservations, exceptions, conditions and limitations as hereinafter set forth,
unto ASSIGNEE, their heirs and assigns all of the undivided leasehold working
interest of ASSIGNOR in and to the Oil and Gas Lease(s) described in the
Exhibit(s) "A" attached hereto and made a part hereof.
Reference is here made to said lease(s) described in Exhibit "A" and their
record for a more complete description of lands covered thereby; the terms and
provisions of the leases which shall extend to and be binding upon the heirs,
successors and assigns of each of the parties hereto, and for all other purposes
whatsoever.
This Assignment of leasehold working interest is made subject to the terms
and conditions of all ASSIGNMENT OF OVERRIDING ROYALTY INTERESTS covering the
lease(s) described in Exhibit(s) "A", which have been duly recorded in the
records of the County Clerk of Zavala County, Texas or otherwise assigned.
1. All rights and interests in or derived from Unit Agreements, orders and
decisions of state and Federal regulatory authorities establishing units, Joint
Operating Agreements, Enhanced Recovery Agreements, Water Flood Agreements,
Farmout Agreements and Farmin Agreements, Options, Drilling Agreements,
Unitization, Pooling and Communitization Agreements, Oil and/or Gas Sales
Agreements, Processing Agreements, Gas Gathering and Transmission Agreements,
Gas Balancing Agreements, Salt Water Disposal and Injection Agreements,
Assignments of Operating Rights, Working Interest, Subleases, and any and all
other agreements to the extent they pertain to the Leases, Lands and the wells
located on the Leases.
2. All Rights of Way, Easements, Surface Fees, Surface Leases, Servitudes and
Franchises, insofar as they pertain to the Leases and the wells located on the
Leases.
3. All producing, non-producing and shut-in oil and gas wells, salt water
disposal wells, water wells, injection wells, and all other wells on or
attributable to the Leases, whether or not identified in the Exhibit(s) to this
Agreement.
4. All pumps, casing, rods, tubing, wellhead equipment, separators, heater
treaters, tanks, pipelines, gathering lines, flow lines, valves, fittings and
all other surface and down hole equipment, fixtures, related inventory,
gathering and treating facilities, personal property and equipment used in
connection with the Lease(s) and the well(s) located on the Lease(s) and all
other interests described above.
Exhibit 10
Page 1 of 4 Pages
IN ADDITION TO THE ABOVE DESCRIPTION OF SAID PROPERTIES AND INTERESTS IN LEASES
AND LANDS;
1. ASSIGNEE, shall at the Effective Date (herein defined) assume, and be
responsible for and comply with all duties and obligations of ASSIGNOR, express
or implied, with respect to the interests, including, without limitation, those
arising under or by virtue of any lease, contract, agreement, document, permit,
applicable statute or rule, regulation or order of any governmental authority
(specifically including, without limitation, any governmental request or
requirement to plug, re-plug and/or abandon any well of whatsoever type, status
or classification, or take any clean-up or other action with respect to the
property or premises) and defend, indemnify and hold ASSIGNOR harmless from any
and all claims in connection therewith.
2. ASSIGNEE shall defend, indemnify and hold ASSIGNOR harmless from any and
all claims in favor of any person, entity, or governmental entity for personal
injury, death or damage to property or to the environment, or for any other
relief, arising directly or indirectly from, or incident to, the use,
occupation, operation, maintenance or abandonment of any of the Interests, or
condition of the property or premises, whether latent or patent, and whether
arising from or contributed to be the negligence in any form of ASSIGNOR, its
agents, employees or contractors, and asserted against ASSIGNEE and/or ASSIGNOR
after the Effective Date, whether or not any such claims result from conditions,
actions or inactions at or before the Effective Date.
3. ASSIGNEE shall be responsible for any and all claims arising out of the
production or sale of hydrocarbons from the interests or the proper accounting
and economic matters, sale of products for a price in excess of the maximum
lawful price and claims based upon contracts, insofar as such claims relate to
periods of time after the Effective Date, and ASSIGNEE, shall defend, indemnify
and hold ASSIGNOR harmless from any and all such claims.
This ASSIGNMENT AND BILL OF SALE shall be effective on the 1st day of
August, 2000 (the "Effective Date"), and may be executed in counterpart, with
each counterpart being deemed an original for all purposes
EXECUTED THIS 29th DAY OF July, 2000.
Assignor:
R.C.I. Energy
/s/ John P. Fleming
- ---------------------------------------------
John P. Fleming President ASSIGNOR
STATE OF TEXAS )
)
COUNTY OF __________ )
Before me the undersigned authority, on this day personally appeared John
P. Fleming, President of RCI Energy known to me to be the person whose name is
subscribed to the foregoing instrument and acknowledged to me that he executed
the same for the purposes and consideration therein expressed.
Given under my hand and seal of office this ______ day of ____________, 2000
----------------------------
Notary Public State of Texas
Exhibit 10
Page 2 of 4 Pages
ACCEPTED AND AGREED TO:
Consolidated Oil & Gas, Inc.
/s/ James Carl Yeatman
- -----------------------------------
ASSIGNEE
STATE OF TEXAS )
)
COUNTY OF FRIO )
Before me the undersigned authority, on this day personally appeared James
Carl Yeatman, known to me to be the person whose name is subscribed to the
foregoing instrument and acknowledged to me that he executed the same for the
purposes and consideration therein expressed.
Given under my hand and seal of office this 29th day of July, 2000
/s/ Maria Alicia Machado
----------------------------
Notary Public State of Texas
[STATE OF TEXAS NOTARIAL SEAL
My commission expires 03-25-2001]
Exhibit 10
Page 3 of 4 Pages
EXHIBIT "A"
Attached to and made a part of the ASSIGNMENT OF OIL AND GAS LEASE(S) from
R.C.I. ENERGY a Division of Reunion Consolidated, Inc. to Sabinal Resources,
Inc. Consolidated Oil & Gas, Inc. Covering:
Oil and Gas Lease dated May 19, 1970, executed by LETA J. GLASSCOCK, ET AL,
as Lessors, to WINN EXPLORATION CO., INC., as Lessee, covering 8,891.5 acres of
land, more or less, in Zavala County, Texas, INSOFAR AS the lease covers and
pertains to the following described lands and depths:
40 acres of land, more or less, and being the Southeast Quarter
(SE 1/4) of the Northeast Quarter (NE 1/4) I.& G.N.RR. CO.,
Survey No. 46, Abstract 355, Block 3, containing Well No. 46-1,
and limited to the San Miguel Formation.
Exhibit 10
Page 4 of 4 Pages