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EXHIBIT "D"
ASSIGNMENT AND BILL OF SALE
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STATE OF NEW MEXICO Sec.
Sec.
COUNTY OF SAN JUAN Sec.
This Assignment and Bill of Sale (the "Assignment'), dated effective as of
7:00 a.m., mountain standard time, on January 1, 2003 (the "Effective Time"), is
from REGENT ENERGY CORPORATION (fka Vulcan Minerals & Energy, Inc.), (fka Playa
Minerals & Energy Inc.), whose address is 10777 Westheimer, Suite 1100, Houston,
Texas 77042 (the "Assignor"), to ROCKY MOUNTAIN ENERGY CORPORATION, whose
address is 333 North Sam Houston Pkwy. E., Suite 910, Houston, Texas 77060 (the
"Assignee").
PART 1
GRANTING AND HABENDUM CLAUSES
For Ten and No/100 Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which Assignor hereby
acknowledges, Assignor has transferred, bargained, conveyed, and assigned, and
does hereby transfer, bargain, convey and assign to Assignee, effective for all
purposes as of the Effective Time, (the "Acquired Interest") all of the right,
title and interest of Assignor in and to the following properties and assets
(such properties and assets being hereinafter called the "Assets"):
A. Any and all working interest owned by Assignor and set for on Exhibit
"A", or which Assignor is entitled to receive by reason of any
participation, joint venture, farm-in, farm-out, joint operating
agreement or other agreement, in and to the oil, gas and/or mineral
leases, permits, licenses, concessions, leasehold estates, working
interests, reversionary interests, fee and term mineral interests, and
any other interests of Assignor in oil, gas, and associated
hydrocarbons ("Hydrocarbons"), it being the intent hereof that the
legal descriptions and depth limitations set forth on Exhibit "A" are
for information only and the term "Leases" includes all of Assignor's
right, title and interest in the interests described on Exhibit "A"
even though such interest may be incorrectly described (collectively,
the "Leases");
B. All right, title and interest of Assignor in and to or derived from
the following and are assignable and are attributable to, appurtenant
to, incidental to, or used for the operation of the Leases (the
"Personal Property and Incidental Rights"):
1. All easements, rights-of-way, permits, licenses, servitudes or
other interests;
2. All of the personal property, inventory, and equipment without
exception or exclusion, located on the lease as of the effective
date; and
3. All contracts, agreements, and title instruments to the extent
attributable to and affecting the Assets in existence as of the
date of execution of this Assignment, including all hydrocarbon
sales, purchase, gathering transportation, treating, marketing,
exchange, processing, and fractionating contracts, and joint
operating agreements.
C. All merchantable oil and condensate produced from or attributable to
the Leases prior to the Effective Time which have not been sold by
Assignor and are in storage at the Effective Time (the "Inventory
Hydrocarbons");
specifically excluding the following (the "Excluded Assets"):
i. any and all rights of the Assignor in royalty interests, overriding
royalty interests, production payment interests, or any other
non-participating burdens on the Leases in effect as of the Effective
Time;
ii. all trade credits, accounts receivable, notes receivable and other
receivables attributable to Assignor's interest in the Assets with
respect to any period of time prior to the Effective Time; all
deposits, cash, checks in process of collection, cash equivalents and
funds attributable to Assignor's interest in the assets with respect
to any period of time prior to the Effective Time; and all proceeds,
benefits, income or revenues accruing (and any security or other
deposits made) with respect to the Assets prior to the Effective Time;
iii. all corporate, financial, and tax records of Assignor; however,
Assignee shall be entitled to receive copies of any tax records which
directly relate to any assumed obligations, or which are necessary for
assignee's ownership, administration, or operation of the Assets;
iv. all claims and causes of action of Assignor arising from acts,
omissions or events, or damage to or destruction of the Assets,
occurring prior to the Effective Time;
v. all rights, title, claims and interests of Assignor relating to the
Assets prior to the Effective Time under any policy or agreement of
insurance or indemnity; under any bond; or to any insurance or
condemnation proceeds or awards;
vi. all Hydrocarbons produced from or attributable to the Assets with
respect to all periods prior to the Effective Time, together with all
proceeds from or of such Hydrocarbons, except the Inventory
Hydrocarbons;
vii. claims of Assignor or refund of or loss carry forwards with respect to
production, windfall profit, severance, ad valorem or any other taxes
attributable to any period prior to the Effective Time, or income for
franchise taxes;
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viii. all amounts due or payable to Assignor or adjustments or refunds
under any contract or agreements (including take-or-pay claims)
affecting the Assets, respecting periods prior to the Effective Time;
ix. all amounts due or payable to Assignor or adjustments to insurance
premiums related to the Assets with respect to any period prior to the
Effective Time;
x. all proceeds, benefits, income or revenues accruing (and any security
or other deposits made ) with respect to the Assets, and all accounts
receivable attributable to the Assets, prior to the Effective Time;
xi. All of Assignor's intellectual property, including but not limited to,
proprietary computer software, patents, trade secrets, copyrights,
names, marks and logos; and
TO HAVE AND TO HOLD, subject to the terms, exceptions and other provisions
herein stated, the Acquired Interest in the Assets unto Assignee, its respective
heirs, personal representatives, successors and assigns, forever.
PART II
MISCELLANEOUS
A. Disclaimer of Warranties; Subrogation. Assignor represents and
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warrants (i) that Assignor has good right and authority to sell and
assign the Acquired Interest in the Assets; and (ii) that the Assets
are free and clear of any mortgages, deeds of trust, financing
statements, liens and encumbrances (other than those created
pursuant to joint operating agreements and those to be released
simultaneously with the execution of this Assignment) created by,
through, or under Assignor, but not otherwise. Except for the
warranty set forth in the preceding sentence, the assignments and
conveyances made by this Assignment are made without warranty of
title, express, implied, or statutory, and without recourse, even as
to the return of the purchase price or other consideration, but with
full substitution and subrogation of Assignee, and all persons
claiming by, through and under Assignee, to the extent assignable,
in and to all covenants and warranties of Assignor's predecessors in
title and with full subrogation of all rights accruing under the
applicable statutes of limitation or prescription under the laws of
the state where the Assets are located and all rights of actions of
warranty against all former owners of the Assets. Any covenants or
warranties implied by statute or law by the use of the words
"transfer', "convey", "bargain" or "assign" or other similar words
used in this Assignment are hereby expressly disclaimed, waived and
negated.
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B. Further Disclaimers. Assignor and Assignee agree that to the extent
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required by applicable law to be operative, the disclaimers of
certain warranties contained in this paragraph are "conspicuous"
disclaimers for the purposes of any applicable law, rule or order.
The Personal Property and Incidental Rights are assigned to Assignee
without recourse (even as to the return of the purchase price or
other consideration), covenant or warranty of any kind, express,
implied or statutory. WITHOUT LIMITING THE EXPRESS PROVISIONS
HEREOF, ASSIGNEE SPECIFICALLY AGREES THAT ASSIGNOR IS CONVEYING THE
PERSONAL PROPERTY AND INCIDENTAL RIGHTS ON AN "AS IS, WHERE IS, WITH
ALL FAULTS" BASIS AND WITHOUT REPRESENTATION OR WARRANTY, EITHER
EXPRESS, IMPLIED AT COMMON LAW, BY STATUTE OR OTHERWISE, OR
STATUTORY, ALL OF WHICH ASSIGNOR HEREBY DISCLAIMS), RELATING TO
TITLE TRANSFERABILITY, FITNESS FOR ANY PARTICULAR PURPOSE,
MERCHANTABILITY, DESIGN OR QUALITY, COMPLIANCE WITH SPECIFICATIONS
OR CONDITIONS REGARDING OPERATION, FREEDOM FROM PATENT OR TRADEMARK
INFRINGEMENT, ABSENCE OR LATENT DEFECTS, OR ANY OTHER MATTER
WHATSOEVER. THE PROVISIONS OF THIS SECTION HAVE BEEN NEGOTIATED BY
ASSIGNEE AND ASSIGNOR AFTER DUE CONSIDERATION AND ARE INTENDED TO BE
COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES
OF ASSIGNOR, EITHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO
THE EQUIPMENT THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN
EFFECT OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH HEREIN.
C. Subject to Purchase and Sale Agreement. This Assignment is delivered
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pursuant to that certain Purchase and Sale Agreement effective as of
January 1, 2003, by and between Assignor, as Seller, and Assignee,
as Buyer (the "Purchase and Sale Agreement"). In the event of any
conflict, inconsistencies, or ambiguities between the terms and
conditions of this Assignment and the Purchase and Sale Agreement,
the terms and conditions of the Purchase and Sale Agreement shall
govern and control. The Purchase and Sale Agreement contains a
provision for certain contingent payments to be earned by Assignor,
as Seller. Exhibit "C" titled Contingent Payment Schedule is
attached hereto and made a part hereof in order to ratify and affirm
Assignee's obligation to Assignor regarding the contingent payments.
D. Further Assurances. The parties agree to take all such further
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actions and execute, acknowledge and deliver all such further
documents that are necessary or useful in carrying out the purposes
of this Assignment. So long as authorized by applicable law so to
do, Assignor agrees to execute, acknowledge and deliver to Assignee
all such other additional instruments, notices, division orders,
transfer orders and other documents and to do all such other and
further acts and things as may be necessary to more fully and
effectively convey and assign to Assignee the Acquired Interest in
the Assets conveyed hereby or intended so to be conveyed.
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E. Successors and Assigns. This Assignment shall bind and inure to the
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benefit of Assignor and Assignee and their respective heirs,
personal representatives, successors and assigns.
F. Governing Law. This Assignment shall be governed by and interpreted
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in accordance with the laws of the State of New Mexico, without
regard to any conflicts of law rule that would direct application of
the laws of another jurisdiction, except to the extent that it is
mandatory that the law of some other jurisdiction, wherein the
Assets are located, shall apply.
G. Exhibits. All exhibits attached hereto are hereby made a part hereof
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and incorporated herein by this reference. References in such
exhibits to instruments on file in the public records are made for
all purposes. Unless provided otherwise, all recording references in
such exhibits are to the appropriate records of the counties in
which the Assets are located.
H. Captions. The captions in this Assignment are for convenience only
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and shall not be considered a part of or affect the construction or
interpretation of any provision of this Assignment.
I. Counterparts. This Assignment may be executed in one or more
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counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
EXECUTED as of the dates of the acknowledgments below, to be effective for
all purposes as of the Effective Time.
ASSIGNOR:
REGENT ENERGY CORPORATION
(FKA VULCAN MINERALS & ENERGY, INC.)
(FKA PLAYA MINERALS & ENERGY, INC.)
By:______________________________
Andrew Levy, Director
ASSIGNEE:
ROCKY MOUNTAIN ENERGY CORPORATION
By:______________________________
John N. Ehrman, President
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STATE OF NEW YORK Sec.
Sec.
COUNTY OF NEW YORK Sec.
This instrument was acknowledged before me on this day of
2003, by Andrew Levy, Director of Regent Energy Corporation, a Nevada
corporation, on behalf of said corporation.
______________________________________________
Notary Public in and for the State of New York
My Commission Expires:
STATE OF TEXAS Sec.
Sec.
COUNTY HARRIS Sec.
This instrument was acknowledged before me on this ________ day of
, 2003, by John N. Ehrman, President of Rocky Mountain Energy Corporation, a
Nevada corporation, on behalf of said corporation.
______________________________________________
Notary Public in and for the State of Texas
My Commission Expires:
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