EXHIBIT 10.7
ASSIGNMENT AND BILL OF SALE
ASSIGNMENT AND BILL OF SALE
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THIS ASSIGNMENT AND BILL OF SALE ("Assignment ") dated November 20, 2014,
but effective from and after 7:00 a.m., October 1, 2014 (said latter date and
time hereinafter referred to as the "Effective Date"), is by and between Hot
Springs Resources, LTD a Wyoming corporation and Marschat Minerals LLC, a
Wyoming limited liability company, both having an offices in Casper Wyoming
("Assignor") and Terex Energy Corporation, a Colorado corporation, having an
office at 520 Zang Blvd. Broomfield, Colorado 80021 ( "Assignee").
W I T N E S S E T H:
1. Conveyance. For and in consideration of the sum of One Hundred and No/100
dollars ($100.00), cash in hand paid, and other valuable consideration,
including the assumption by Assignee of certain obligations and liabilities
described in that certain Purchase and Sale Agreement dated September 30,
2014, by and between Assignor, as Seller, and Assignee, as Buyer ("Purchase
and Sale Agreement"), the receipt and sufficiency of which are hereby
acknowledged, Assignor, subject to said Purchase and Sale Agreement (which
Purchase and Sale Agreement is incorporated herein by reference for all
purposes), does hereby sell, transfer, assign, convey, set over and deliver
unto Assignee (without warranty of any kind, express or implied, except
that Assignor shall warrant title to Assignee as to the Assets (as defined
below), and in particular to the working interests and net revenue
interests shown on Exhibit A, against the claims of all persons claiming an
interest therein by, through or under Assignor, hereinafter called the
"Special Warranty"), with subrogation against Assignor's predecessors in
title, excluding Affiliates, subject to the terms hereof, all of Assignor'
s rights, title and interests in and to the following (collectively, the
"Assets"):
a. The oil and gas leases, mineral executive interests, contractual
rights, rights to explore, produce and develop, rights to drain,
wellbore interests and/or properties set forth in Exhibit A and
further including, if applicable, all renewals and extensions of those
leases and all leases issued in substitution therefore (any such
rights or interests collectively referred to as the "Leases").
b. Any unitization, pooling and/or communitization agreements,
declarations, designations or orders relating to the Leases and all of
Assignor's interest in and to the properties covered or units created
thereby to the extent attributable to the Leases (collectively, the
"Units").
c. All oil and gas wells, salt water disposal wells, injection wells and
other wells located on affecting or draining any of the Leases, within
the Units or as listed on Exhibit A (collectively, the "Wells").
d. All structures, facilities, foundations, wellheads, tanks, pumps,
compressors, separators, heater treaters, valves, fittings, equipment,
machinery, fixtures, flowlines, pipelines, tubular goods, materials,
tools, supplies, improvements, and any other real, personal, immovable
and mixed property located on, used in the operation of, or relating
to the production, treatment, non-regulated transportation, gathering,
#982615 NATRONA COUNTY CLERK, WY
Renea Vitto Recorded: JF
Nov 24, 2014 10:19:53 AM
Pages 10 Fee: $42.00
NOONAN LAND SERVICES INC
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marketing, sale, processing, handling or disposal of hydrocarbons,
water, and associated substances produced from the Leases or the Units
(the "Facilities") .
e. all natural gas, casinghead gas, drip gasoline, natural gasoline,
natural gas liquids, condensate, products, crude oil and other
hydrocarbons,whether gaseous or liquid, produced or drained from or
allocable to the Assets (as hereinafter defined) on and after the
Effective Date (the "Hydrocarbons").
f. To the extent transferable, all contracts, permits, rights-of-way,
easements, licenses, servitudes, transportation agreements, pooling
agreements, operating agreements, gas balancing agreements,
participation and processing agreements, confidentiality agreements,
side letter agreements and any other agreement, document or instrument
listed on Exhibit A INSOFAR ONLY as they directly relate and are
attributable to the Leases, Units, Wells, Hydrocarbons, or Facilities
or the contractual and wellbore rights thereon or therein or the
ownership or operation thereof, or the production, treatment,
non-regulated transportation, gathering, marketing, sale,processing,
handling disposal, storage or transportation of hydrocarbons, water,
or substances associated therewith (the "Assumed Contracts").
g. Records relating to the Leases, Units, Wells, Hydrocarbons, Assumed
Contracts and Facilities in the possession of Assignor (the "Records")
and including as follows: all (i) lease, land, and division order
files (including any abstracts of title, title opinions, certificates
of title, title curative documents, and division orders contained
therein), (ii) the Assumed Contracts; (iii) all well, facility,
operational, environmental, regulatory, compliance and historic
production files and (iv) all geological files relating to the Leases
(the "Geologic Data"), but not including any records which (A)
Assignor is prohibited from transferring to Assignee by law or
existing contractual relationship, or which (B) constitute Excluded
Assets (as hereinafter defined in Section 2)
2. Exclusions and Reservations: Specifically excepted and reserved from this
Assignment are the following, hereinafter referred to as the "Excluded
Assets":
a. Assignor's reserve estimates, economic analyses, pricing forecasts,
legal files or opinions (except abstracts of title, title opinions,
certificates of title, or title curative documents as provided in
Section l.g above), attorney-client communications or attorney work
product, and records and documents subject to confidentiality
provisions, claims of privilege or other restrictions on access.
b. All corporate, financial, and tax records of Assignor; however,
Assignor shall furnish Assignee with copies of any financial and tax
records which directly relate to the Assets, or which are necessary
for Assignee's ownership, administration, or operation of the Assets
upon receipt of a written request from Assignee indicating its desire
to obtain copies, and the purpose for same.
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c. All oil, gas and other liquid or gaseous hydrocarbons produced from or
attributable to Assignor's interest in the Assets with respect to all
periods prior to the Effective Date, together with all proceeds from
the sale of such hydrocarbons.
d. Claims of Assignor for refund of or loss carry forwards with respect
to (i) production, windfall profit, severance, ad valorem or any other
taxes attributable to the Assets for _any period prior to the
Effective Date, (ii) income or franchise taxes.
e. All amounts due or payable to Assignor as adjustments or refunds under
any contracts or agreements affecting the Assets, with respect to
periods prior to the Effective Date, specifically including, without
limitation, amounts recoverable from audits under operating agreements
and any overpayments of royalties.
f. Subject to the terms hereof, all monies, proceeds, benefits, receipts,
credits, income or revenues (and any security or other deposits made)
attributable to the Assets or the operation thereof prior to the
Effective Date.
g. All Assignor' s patents, trade secrets, copyrights, names, marks and
logos.
h. Assignor's service agreements and charter party agreements, storage or
warehouse agreements, supplier contracts, service contracts, insurance
contracts, and construction agreements.
TO HAVE AND TO HOLD the Assets unto Assignee, its successors and assigns
forever, subject to the terms, conditions and reservations set forth herein, in
the Leases, the Units, the Assumed Contracts, and in the Purchase and Sale
Agreement.
3. Purchase and Sale Agreement. This Assignment is made subject to the
unrecorded Purchase and Sale Agreement. Any term used herein and not
defined in this Assignment shall have the definition or meaning given to it
in the Purchase and Sale Agreement. The Purchase and Sale Agreement shall
be binding on and inure for the benefit of the rightful successors and
pennitted assigns of the Assignor and Assignee.
4. Assumption of Obligations. Subject to the terms of the Purchase and Sale
Agreement, in its elections and for the operations of the Assets, all after
the effective date, Assignee shall observe and comply with all covenants,
terms, and provisions, express or implied, contained in the Assumed
Contracts and Assignee shall assume and be responsible for those express
obligations of Assignor accruing under such Assumed Contracts on or after
the Effective Date.
5. Abandonment Obligations. As additional consideration for the sale of the
Assets, Assignee shall assume and timely and fully satisfy Assignor's share
of the Abandonment Obligations (as defined below) associated with the
Wells. As used herein, the term "Abandonment Obligations" shall mean and
include those obligations, defined by regulation as of the Effective Date,
associated with and liability for (i) the plugging and abandonment of the
Wells, (ii) the removal of pipelines used in connection with the Assets,
and (iii) the clearance, restoration and remediation of the surface and
cleanup and complete reclamation of the Leases associated with the Wells.
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6. Entire Agreement. This Assignment along with the Purchase and Sale
Agreement constitute the entire understanding between Assignor and Assignee
with regard to the subject matter hereof, superseding all prior statements,
representations, discussions, agreements and understandings.
7. Conflicts. In case of any conflict between the terms and provisions of the
Purchase and Sale Agreement and the terms and provisions of this
Assignment, the terms and provisions of the Purchase and Sale Agreement
shall prevail. Notwithstanding the foregoing, third parties may rely upon
this Assignment for the description of the Assets conveyed, which Assets
are not reduced or diminished inany manner by the terms of the Purchase and
Sale Agreement.
IN WITNESS WHEREOF, this Assignment is executed by the parties hereto
before the undersigned competent witnesses, as of the dates acknowledged below,
but effective the first day of October, 2014.
Witnesses: ASSIGNOR:
Hot Springs Resources, LTD
/s/ Jon C. Nicolaysen BY: /s/ Bob Dungan
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Signature Bob Dungan, President
Hot Springs
Merschat Minerals LLC
By: /s/
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Managing Member
Witnesses: ASSIGNEE:
Terex Energy Corporation
W. Edward Nichols
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Printed Name:
By: /s/ Donald Walford
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CEO
/s/ W. Edward Nichols
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Assignee's Address:
520 Zang Street
Broomfield, CO 80021
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STATE OF WYOMING
COUNTY OF NATRONA
On this 20th day of November, 2014, before me appeared Robert Dungan, to
me, a Notary Public, personally known, who being by me duly sworn did say that
he is the President of Hot Springs Resources LTD, a Wyoming Corporation, and
that said instrument was signed on behalf of said corporation, by authority of
governing authorization, and said appearer acknowledged that he executed the
same as the free act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my official hand and seal on the
date hereinabove written.
SEAL /s/ Deborah J. May
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Notary Public in and for the
State of Wyoming
STATE OF WYOMING
COUNTY OF NATRONA
On this 20th day of November, 2014, before me appeared Walter Merschat, to
me, a Notary Public, personally known, who being by me duly sworn did say that
he is the Managing Member of Merschat Minerals LLC, a Wyoming limited liability
corporation, and that said instrument was signed on behalf of said corporation,
by authority of governing authorization, and said appearer acknowledged that he
executed the same as the free act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my official hand and seal on the
date hereinabove written.
SEAL /s/ Deborah J. May
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Notary Public in and for the
State of Wyoming
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STATE OF COLORADO
COUNTY OF BROOMFIELD
On this 3rd day of November, 2014, before me appeared Donald Walford , to
me, a Notary Public, personally known, who being by me duly sworn did say that
he is the CEO of Terex Energy Corporation, a Colorado corporation, and that said
instrument was signed in behalf of said corporation, by authority of its
governing authorization, and said appearer acknowledged that he executed the
same as the free act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my official hand and seal on the
date hereinabove written.
SEAL /s/ Nancy Moore
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Notary Public in and for the
State of Colorado
EXHIBIT A
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EXHIBIT "A-1"
ATTACHED TO THE PURCHASE AND SALE AGREEMENT DATED SEPTEMBER 30, 2014,
BETWEEN HOT SPRINGS RESOURCES, LTD AND MERSCHAT MINERALS, LLC, AS
SELLERS AND TEREX ENERGY CORPORATION, AS BUYER
LEASES INSIDE BURKE RANCH UNIT
THE NET REVENUE INTERST (INSIDE BURKE RANCH UNIT) TO BE DELIVERED TO
TEREX ENERGY COPORATION SHALL BE 79.25%
FEDERAL LEASES
Lease Effective Lease Land Gross
Number Date Status Description Acres
------------- ---------- ------ ------------------------------------ ---------
WYW-002045 11/1/1950 HU T37N, R78W 80.00
Sec. 8: SWNW, SWSE
WYW-002046A 11/1/1950 HU T37N, R78W 80.00
Sec. 8: W/2SW
WYW-100546 11/1/1950 HU T37N, R78N 76.97
Sec. 7: Lot 3, NESW
WYC-0081317D 11/1/1950 HU T37N, R78W 273.59
Sec. 7: Lots 1, 2,E/2NW, W/2SE, NESE
WYC-0081317B 11/1/1950 HU T37N, R78W 277.08
Sec. 7: Lot 4, SESW
T37N, R79W
Sec. 12: E/2E/2, NWSE
WYW-002118C 12/1/1950 HU T37N, R78W 80.00
Sec. 17: N/2SW
WYC-0068674 3/1/1948 HU T37N, R78W 40.00
Sec. 17: NENE
WYW-0002046 11/1/1950 HU T37N, R78W 320.00
Sec. 7: NE
Sec. 8: E/2SW
Sec. 17: N/2NW
WYC-0082253A 11/1/1950 HU T37N, R78W 80.00
Sec. 18: SENE
T37N, R79W
Sec. 13: NWNE
WYC-0081316B 7/1/1950 HU T37N, R79W 40.00
Sec. 12: SWSE
WYW-0004997B 3/1/1951 HU T37N, R78W 40.00
Sec. 17: NWNE
WYVV-0002118 12/1/1950 HU T37N, R78W 80.00
Sec. 17: N/2SE
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TOTAL ACRES 1,467.64
Page 1 of 2
FEE LEASES
INSIDE BURKE RANCH UNIT
Land Gross Effective
Lessor Description Acres Date
------------------------ --------------------------- ------- ------------
William J Burke, et ux T37N, R78W 80.00 3/25/1954
Sec. 7: SESE
Sec. 18: NENE
Teapot Sheep Company T37N, R78W 120.00 9/12/1950
Sec. 17: S/2NW, SWNE
Joseph M. Wimsatt T37N, R78W 197.22 2/18/1950
Sec. 18: Lot 1,NENW, W/2NE
T37N, R79W
Sec. 13: NENE
Teapot Sheep Company T37N, R78W 40.00 9/12/1950
Sec. 17: SENE
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TOTAL ACRES 437.22
Page 2 of 2
EXHIBIT "A-2"
LEASES OUTSIDE BURKE RANCH UNIT
THE NET REVENUE INTERST (OUTSIDE BURKE RANCH UNIT) TO BE DELIVERED TO
TEREX ENERGY COPORATION SHALL BE 80.00%
FJEDElRAL LEASES
Lease Legal Gross Expiration
Number Description Acres Date NRI
------------ ------------------------------------- ------ ---------- ----
WYW-172996 T37N, R78W 76.62 7/31/2016 80
Sec. 6: Lot 7, SESW
WYW-172997 T37N, R78W 275.30 7/31/2016 80
Sec. 18: Lots 3, 4, SESW, SE
WYW-172999 T37N, R79W 7/31/2016 80
Sec. 1: Lots 1, 2, 3, 4, S/2N/2, SW 448.70
Sec. 2: Lots 1, 2, 3, 4, S/2NE, SWNW 276.40
Sec. 12: NW 160.00
Sec. 13: NESW, SE 200.00
WYW-173000 T37N, R79W 7/31/2016 80
Sec. 14: E/2NE, W/2 400.00
WYW-174754 T37N, R78W 9/30/2017 80
Sec. 8: NWSE 40.00
WYW-174758 T37N, R79W 9/30/2017 80
Sec. 2: SENW 40.00
Sec. 12: W/2NE 80.00
WYW-176541 T37N, R78W 8/1/2020 80
Sec. 15: S/2NW,NWSW 120.00
Sec. 17: SWSE 40.00
WYW-177364 T37N, R78W 11/1/2020 80
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Sec. 17: S/2SW 80.00
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TOTAL ACRES 2,237.02
Page 1 of 2
FEE LEASES
OUTSIDE
BURKE RANCH UNIT
Land Gross Expiration
Lessor Description Acres Date NRI
-------------------- --------------------- -------- ------------ ----
Bantry Bay, LLC T37N, R79W 360.00 1/10/2016 80
Sec. 13: W/2SW, SESW
Sec. 14: W/2NE, SE
Buduwawi, Ltd T37N, R79W 240.00 11/12/2015 80
Sec. 14: W/2NE, SE
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TOTAL ACRES 600.00
STATE LEASE
OUTSIDE BURKE
RANCH UNIT
Land Gross Expiration
Lessor Description Acres Date NRI
-------------------- --------------------- -------- ------------ ----
14-00097 T37N, R78W 40.00 6/2/2019 80
Sec. 9: NESW
14-00098 T37N, R78W 40.00 6/2/2019 80
Sec. 16: NWNE
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TOTAL ACRES 80.00
TOTAL ACRES INSIDE UNIT: 1,904.86
TOTAL ACRES OUTSIDE UNIT: 2,917.02
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TOTAL ACRES: 4,821.88
Page 1 of 2