EXHIBIT 10.1
ASSIGNMENT, BILL OF SALE, AND CONVEYANCE
THIS ASSIGNMENT, BILL OF SALE, AND CONVEYANCE (hereinafter referred to as
"Assignment") is entered into effective September 1, 2005, from ALTEX OIL
CORPORATION, a Utah corporation, P.O. Box 1057, Breckenridge, Colorado
80424-1057, PROSERVE CORPORATION, a Colorado corporation, 985 Tabor St.,
Lakewood, CO 80401-4793, United States, and RALPH KAUFMAN 2821 NE 21st Ave.,
Lighthouse Point, Florida 33064 (hereinafter collectively referred to as
"Assignors") to POWDER RIVER COAL COMPANY, a Delaware corporation (hereinafter
referred to as "Assignee"), P.O. Box 1508, Gillette, Wyoming 82717.
For Ten Dollars ($10.00) and other good and valuable consideration, the
receipt and sufficiency of which Assignors hereby acknowledge, Assignors,
subject to the reservation set forth below, hereby transfer, grant, bargain,
sell, convey, and assign to Assignee all of Assignors' right, title, interest,
and privileges, and Assignee hereby assumes all of Assignors' duties and
obligations in and with respect to, the following:
1. The oil and gas leases described and limited to the lands on Exhibit "A",
together with all the property and rights appurtenant or incident thereto,
including, without limitation, all rights of Assignors in oil, gas, coalbed
methane and associated substances, and other minerals produced or
producible from or attributable to the leases or to any units, pooled
areas, or communitized areas that cover or include all or any portion of
the land described on Exhibit "A", and all permits, easements,
rights-of-way, licenses, and orders in any way relating to the leases, and
all amendments to any of the foregoing (the "Leases").
2. The wells (hereinafter referred to as "Wells") described in Exhibit "A",
together with all personal property, well equipment, fixtures, equipment
inventory, materials, and improvements, whether real, personal, or mixed,
used by Assignors solely and exclusively in connection with the Wells or
with the production, treatment, or sale of hydrocarbons and all other
substances produced therefrom or attributable thereto.
3. Options, farmout agreements, exploration agreements, operating agreements,
permits and approvals, sales contracts and other agreements granting to
Assignors the right to earn or to acquire a right, interest, or privilege
in the Leases and Wells or to manage, operate, produce and sell oil, gas
and coalbed methane from such Leases or Wells (the "Agreements").
The Leases, Wells, and Agreements are referred to herein as the "Property".
To have and to hold the Property unto Assignee, its successors and assigns
forever.
It is the intent of Assignors to convey to Assignee Assignors' interest in
the property insofar, and only insofar, as specifically described on Exhibit
"A". All interests not specifically described are reserved unto Assignors in
the proportions that Assignors currently own these interests.
Assignors also hereby grant and transfer to Assignee, its successors and
assigns, to the extent so transferable, 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 Leases against Assignors' predecessors
in title to the Leases. THIS ASSIGNMENT IS MADE WITHOUT ANY EXPRESS OR IMPLIED
WARRANTY OR REPRESENTATION AS TO ANY SUCH COVENANT, REPRESENTATION OR WARRANTY,
IF ANY, AND THE MERCHANTABILITY OF ANY OF THE PROPERTY, OR THEIR
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FITNESS FOR ANY PURPOSE. THE PROPERTY IS CONVEYED TO ASSIGNEE AS IS, WHERE IS.
This Assignment may be executed in any number of counterparts, and each
counterpart hereof shall be deemed to be an original instrument, but all such
counterparts shall constitute but one assignment.
Unless provided otherwise, all recording references in Exhibit A are to the
official records of Campbell County, Wyoming.
This Assignment shall bind and inure to the benefit of Assignors and
Assignee and their respective heirs, successors and assigns.
ASSIGNORS
ALTEX OIL CORPORATION
/s/ Steven H. Cardin
Steven H. Cardin, President
PROSERVE CORPORATION
/s/ Joseph M. Aragon
Joseph M. Aragon, President
RALPH KAUFMAN
/s/ Ralph Kaufman
Ralph Kaufman
ASSIGNEE
POWDER RIVER COAL COMPANY
/s/ Kemal Williamson
Kemal Williamson, President
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EXHIBIT A
TO
ASSIGNMENT, BILL OF SALE AND CONVEYANCE
PROPERTY DESCRIPTION
Attached to and made a part of that certain Assignment, Bill of Sale and
Conveyance (hereinafter referred to as "Assignment") entered into effective
September 1, 2005, by and between Altex Oil Corporation et al. and Powder River
Coal Company.
Leasehold Interests to be Assigned
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A; Lease Name or No.: Federal Lease WYW-30185.
Lessor: United States of America acting by and through
its Department of the Interior.
Lessee: John Balog
Description: T41N, R69W, 6th P.M.
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Section 6: SE 1/4(aka Lots 16, 17, 22, 23)
Lease Date: Effective December 1, 1971.
County and State: Campbell County, Wyoming.
Recorded: Not recorded.
Reservations: None.
B. Lease Name or No.: Federal Lease WYW-30185
Lessor: United States of America acting by and through
its Department of the Interior.
Lessee: John Balog
Description: T41N, R69W, 6th P.M.
--------------------
Section 7: W 1/2
Lease Date: Effective December 1, 1971.
County and State: Campbell County, Wyoming.
Recorded: Not Recorded.
Reservations: None.
Wells
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Well Number: Thunder Creek Federal "K" #1; SE 1/4 SE 1/4 of Section 6, T41N,
R69W (completed in the Muddy formation).
All equipment included.
Well Number: Thunder Creek Federal "R" #1; SE 1/4 NW 1/4 of Section 7, T41N,
R69W (completed in the Muddy formation).
All equipment included.
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Well Number: Thunder Creek Federal "R: #2; SE 1/4 SW 1/4 of Section 7, T41N,
R69W (completed in the Muddy formation).
All equipment included.
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