Exhibit 10.1
ASSIGNMENT, BILL OF SALE AND CONVEYANCE
STATE OF TEXAS ss.
COUNTY OF REEVES ss.
This Assignment, Bill of Sale and Conveyance ("Assignment") is
FROM: CSR-WAHA PARTNERS, L.P. ("Assignor")
1600 Smith St., Suite 5100
Houston, TX 77002
TO: Patterson Petroleum, L.P. ("Assignee")
4510 LaMesa Hwy.
Snyder, TX 79549
Assignor, for and in consideration of $10.00 and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged and
confessed by Assignor, does hereby sell, assign, convey, transfer, set over and
deliver unto Assignee and Assignee's heirs, personal representatives, successors
in title and assigns, effective as of 7:00 a.m. at the location of the
properties herein assigned, on the date exectued, the following properties and
rights (collectively, the "Subject Interests"):
1 All of Assignor's interest in or to the oil, gas and mineral leases
and mineral deeds described in Exhibit "A" hereto and made a part
hereof ("Leases") insofar as the Leases cover the lands described in
the Leases and all of which lands are located in the state and
county above named ("Lands");
2. All of Assignor's interest in, to or under or by virtue of the
presently existing and valid unitization, communitization and
pooling agreements and the properties covered and the units and
pooled and communitized areas created thereby (including, but not
limited to, all units formed under orders, regulations, rules or
other official acts of any federal, state or other governmental
agency), insofar and only insofar as such agreements, properties and
units relate to the Leases;
3. All of Assignor's interest in or to all improvements, easements,
surface leases, permits, rights-of-way, licenses, servitudes and
other similar interests necessary or useful to or used in connection
with the exploration, development or operation of the Leases or the
Lands (all such improvements, easements, surface leases, permits,
rights-of-way, licenses, servitudes and other similar interests,
subject to the Existing Burdens (as hereinafter defined), are
referred to as the "Easements";
4. All of Assignor's interest in or to all personal property, fixtures
and improvements appurtenant to or located on or near the Lands, or
used or held for use (except automotive equipment or motor vehicles)
in connection with the production, treatment, storage or
transportation of oil, gas, casinghead gas, condensate, distillate
or other liquid or vaporous hydrocarbons or other minerals
(collectively, "Hydrocarbons") from the Leases; such personal
property, fixtures and improvements shall include, but shall not be
limited to, all Hydrocarbons in the tanks, and all wells, tanks,
boilers, buildings, plants, fixtures, machinery and other equipment,
pipelines, powerlines, telephone lines, roads and other
appurtenances pertaining to the Leases (all such personal property
and fixtures are referred to in this Assignment as the "Assigned
Appurtenances");
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5. All of Assignor's interest in or to all rights, duties and
obligations attributable to or arising from any valid oil,
casinghead gas and gas sales, purchase, exchange and processing
contracts and agreements, insofar and only insofar as the same are
appurtenant or relate to the Leases or production therefrom or
attributable thereto (all such rights, duties and obligations are
referred to in this Assignment as the "Contract Rights");
6. All of Assignor's interest in or to all claims, suits, proceedings
or choses in action, arising from or relating to any of the
undivided interests assigned in paragraphs (1) through (5), above
(all such claims, suits, proceedings or choses in action are
referred to in this Assignment as the "Claims"); and
7. All of Assignor's interest in and to all Hydrocarbons or other
minerals which are in, under, upon, or produced from or allocable
(or to be produced from or allocable) to the Lands (such
Hydrocarbons and minerals being hereinafter referred to as
"Production"), including "line fill" and inventory below the
pipeline connection in tanks, attributable to the interests
described in Exhibit "A", or the proceeds from the sale of such
Production.
This Assignment from Assignor to Assignee is expressly made subject to the
following "Existing Burdens":
A. a proportionate part of the covenants, provisions, royalties and
terms of the Leases;
B. the terms and conditions of all existing orders, rules and
regulations and ordinances of federal, state and other governmental
agencies having jurisdiction;
C. a proportionate part of all overriding royalty interests,
restrictions, exceptions, reservations, burdens, encumbrances,
conditions, limitations, interests, instruments, agreements and
other matters, if any, which are of record in the state and county
above named and which burden or affect the properties, rights or
interests herein assigned (none of which have been carved out for
the benefit of Assignor).
This Assignment, Bill of Sale and Conveyance is expressly subject to that
certain unrecorded Joint Operating Agreement dated October 27, 2000, by and
between Sebring Exploration Texas, Inc., operator, and Touchstone Resources USA,
Inc., non-operator, and all amendments thereto.
TO HAVE AND TO HOLD, all and singular, the Subject Interests unto Assignee
and Assignee's successors in title and assigns forever. Assignor specially
warrants and agrees to defend the title to the Property against the lawful
claims and demands of all persons claiming the same or any part thereof by,
through or under Assignor but not otherwise. The reference herein to the
Existing Burdens shall not create, nor constitute a recognition of, any rights
in third parties. In respect of the Assigned Appurtenances, the IMPLIED WARRANTY
OF MERCHANTABILITY AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICTULAR PURPOSE
ARE HEREBY EXPRESSED NEGATED. This Assignment is made with full substitution and
subrogation of Assignee in and to all covenants, indemnities, representations
and warranties by others heretofore given or made with respect to the Subject
Properties or any part thereof.
The term "oil, gas and mineral lease" as used in this Assignment and in
Exhibit "A" hereto includes in addition to oil, gas and mineral leases, oil and
gas leases, oil, gas and sulphur leases, other minerals leases, co-lessor's
agreements, lease ratifications and extensions and subleases of any of the
foregoing, as appropriate.
All of the terms, provisions, covenants and agreements herein contained
shall extend to and be binding upon the parties hereto, and their respective
successors in title and assigns.
Assignor agrees to execute, to acknowledge and to deliver to Assignee any
additional instruments, notices, division orders, transfer orders and other
documents and to do any other acts and things which may be necessary to more
fully and effectively assign and convey to Assignee and Assignee's successors in
title and assigns the Properties intended to be assigned hereby.
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IN WITNESS WHEREOF, Assignor has executed this Assignment on the date of
the acknowledgement annexed hereto, but this Assignment shall be effective as of
the Effective Date hereinabove recited.
ASSIGNOR:
CSR-Waha Partners, L.P.
BY: /s/ Mark A. Bush
-----------------------
Mark A. Bush
Managing Member of
General Partner
STATE OF TEXAS ss.
COUNTY OF HARRIS ss.
On this 20 day of July, 2005, before the undersigned authority personally
appeared Mark A. Bush, Managing Member of CSR, L.L.C., General Partner of
CSR-Waha Partners, L.P., who acknowledged to me that he executed same in the
capacity therein stated on behalf of such limited partnership.
/s/ Alysia A. Soufi
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Notary Public in and for the State of Texas
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EXHIBIT A
Leases
1. Oil, Gas and Mineral lease dated 12/14/99 from Ruth S. Ligon,
Trustee of Trust B to Fortis Energy, L.L.C., filed at Volume 619
Page 271 of the Official Records of Reeves County, Texas.
2. Oil, Gas and Mineral lease dated 12/14/99 from Louise Ligon Cox and
Herschel Cox to Fortis Energy, L.L.C., filed at Volume 619 Page 253
of the Official Records of Reeves County, Texas.
3. Oil, Gas and Mineral lease dated 12/14/99 from Lucille L. Oden to
Fortis Energy, L.L.C., filed at Volume 619 Page 262 of the Official
Records of Reeves County, Texas.
4. Oil, Gas and Mineral lease dated 12/14/00 from Ligon Enterprises to
Fortis Energy, L.L.C., filed at Volume 617 Page 598 of the Official
Records of Reeves County, Texas.
5. Oil, Gas and Mineral lease dated 12/14/99 from James E. Cox to
Fortis Energy, L.L.C., filed at Volume 619 Page 282 of the Official
Records of Reeves County, Texas.
6. Oil, Gas and Mineral lease dated 12/14/99 from Carolyn Cox Tisserand
to Fortis Energy, L.L.C., filed at Volume 61 Page 600 of the
Official Records of Reeves County, Texas.
7. Oil, Gas and Mineral lease dated 12/14/00 from Oden Enterprises et
al to Fortis Energy, L.L.C., filed at Volume 617 Page 592 of the
Official Records of Reeves County, Texas.
8. Oil, Gas and Mineral lease dated 12/14/99 from Ruth S. Ligon,
Trustee to Fortis Energy, L.L.C., filed at Volume 617 Page 596 of
the Official Records of Reeves County, Texas.
9. Oil, Gas and Mineral lease dated 6/22/00 from Bank of America,
Trustee to Touchstone Resources USA, Inc., filed at Volume 736 Page
705 of the Official Records of Reeves County, Texas.
Wells
1. Ligon-State 22-1H
2. Ligon-State 22-2
3. Ligon-State 22-3
4. Ligon-State 22-5
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