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									NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU
MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM ANY
INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS
FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER
OR YOUR DRIVER’S LICENSE NUMBER.

                                                   Property Name: ______________________
                                                                  ____________________ Field/s


STATE OF TEXAS                                 §
                                               §
COUNTY OF _________________                    §


                              ASSIGNMENT AND BILL OF SALE

Chevron Midcontinent, L.P., a Texas limited partnership, with an address at 1400 Smith,

Houston, Texas 77002, (hereinafter referred to as “Assignor”) for and in consideration of the

sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, does hereby grant, sell, convey, and assign unto

____________________________________________________________________________, a

_______________________________________________________________, whose address is

_____________________________________________, (hereinafter referred to as “Assignee”):

all of Assignor’s right, title and interest in and to the following (hereinafter collectively referred

to as the Assigned Assets):

       a) the oil and gas leases and/or deeds described in Exhibit “A” (“Leases”) insofar as

same cover and pertain to the acreage and depths specifically described in said Exhibit,

       b) all permits, licenses, easements, surface leases and rights of way of every kind as may

be assignable relating solely and exclusively to operations conducted on the Leases,

       c) any contracts as may be assignable, including, but not limited to, unit agreements,

joint operating agreements, farmout and farmin agreements, pooling agreements, gas contracts,

and other validly existing agreements, whether of record or not, insofar as same pertain to

operations conducted on the Leases and/or production therefrom, save and except Assignor shall

retain any calls on production reserved or created under any such contracts or agreements, and

       d)      the wells, including any salt water disposal wells, injection wells and other wells

and wellbores, whether abandoned, not abandoned, plugged or unplugged, together with any

equipment and personal property (excepting any vehicles, tools, rental equipment,

communications equipment and computer software) located on and used or formerly used for

operations on the Leases.


                                                             Sale ___________ Lot ____________
All fixtures, facilities, pipelines or gathering lines owned by Chevron Pipe Line Company or any

other division of Assignor or subsidiary of Chevron Corporation or any third party and the right,

title and interest of any subsidiary of Chevron Corporation not a party hereto are specifically

excluded from this assignment.

       This Assignment is made and accepted upon the following terms and conditions:

       1. Purchase and Sale

           a. Effective Date.       This Assignment shall be effective on the first day of

__________________, 2010, at 7:00 a.m., local time, for all purposes including apportionments

of revenue, expenses and production, hereinafter referred to as the “Effective Date”, regardless

of the date of execution.

           b. Right to Production. The right to production from the Assigned Assets shall pass

from Assignor to Assignee as of the Effective Date. Assignor shall retain ownership and be

entitled to all proceeds from the sale of oil and plant products in tanks and storage facilities

above the pipeline connections prior to the Effective Date.          Assignee agrees to reimburse

Assignor for the value of any and all merchantable stock tank oil and/or condensate above

pipeline connections produced and saved as of 7:00 a.m. on the Effective Date hereof, at the

prevailing market value, adjusted for grade and gravity. At 7:00 a.m. on the Effective Date

hereof, Assignee and Assignor shall make a joint gas sales meter reading and a joint oil and/or

condensate sales meter reading, if Assignor is the operator. If Assignee does not participate in

taking such readings, Assignee agrees to accept the readings taken by Assignor, as applicable. If

Assignor is not the operator, the parties will accept the readings taken by the Operator.

           c. Reservations. Assignor hereby reserves unto itself and its successors and assigns

concurrent interests in any and all applicable easements, rights-of-way, contracts and other rights

relating to any reserved interests, whether deep rights or otherwise, necessary or convenient to

the possession, exploration, production, operation and enjoyment of any such reserved interests.

Assignor also reserves the right to drill and/or produce through the assigned leasehold to reach

and/or produce formations and depths excluded from this assignment. Assignor additionally

reserves unto itself all right, title and interest in and to easements, rights of way or surface leases

which are not directly associated with operation of Assigned Assets.

       2. No Warranties




                                                 -2-
              a. Title. THIS ASSIGNMENT IS MADE WITHOUT WARRANTY OF TITLE,

EITHER EXPRESSED OR IMPLIED.

              b. Reservoir    Performance.     ASSIGNOR       DOES      NOT     WARRANT         THE

RESERVOIR PERFORMANCE.

              c. Equipment and Other Tangible Property. ASSIGNOR DOES NOT WARRANT

THE MERCHANTABILITY, CONDITION OR FITNESS FOR ANY PARTICULAR

PURPOSE OR USE OF ANY OF THE ASSIGNED ASSETS, INCLUDING THE

LEASEHOLD EQUIPMENT, MATERIAL OR PERSONAL PROPERTY, ANY SUCH

WARRANTY BEING EXPRESSLY DENIED.                          ASSIGNEE, BY EXECUTING THIS

ASSIGNMENT, AGREES TO ACCEPT THE SAME “AS IS” AND “WHERE IS” AND

WITHOUT ANY REDUCTION IN PURCHASE PRICE.

              d. Information. Assignee acknowledges that it has had a reasonable opportunity to

examine title and other agreements affecting the Assigned Assets. ASSIGNOR MAKES NO

REPRESENTATIONS OR WARRANTIES REGARDING THE INFORMATION IN ITS

LEASE AND WELL FILES AS TO ACCURACY, COMPLETENESS OR USEFULNESS FOR

TITLE EXAMINATION, FOR EVALUATION OF THE WORTH OR CONDITION OF THE

ASSIGNED ASSETS, OR FOR ANY OTHER PURPOSE.

       3. Representations

              a. Qualification of Assignee. If federal or state oil, gas and mineral leases are being

assigned, Assignee represents and warrants that it is now, and hereafter shall continue to be,

qualified to own federal and state oil, gas and mineral leases in all jurisdictions where the

Assigned Assets lie and that consummation of this transaction will not cause Assignee to be

disqualified as an owner or to exceed any acreage limitation imposed by any law, statute, rule or

regulation.

              b. Inspection. Assignee agrees that it has had a reasonable opportunity to inspect,

examine and determine the condition of the Assigned Assets, including the condition of the

leasehold equipment, material or personal property and the environmental condition of the

leases, wells, equipment, buildings (if any), and facilities, and Assignee is aware of and satisfied

with and accepts such condition “AS IS” and “WHERE IS” and Assignee assumes all risk and

liability incident to the condition and use thereof and Assignor shall have no further obligation

with respect thereto.



                                                  -3-
       4. Operations

           a. Liability. Assignee assumes all risk and liability of whatsoever nature connected

with operations conducted on the Assigned Assets on and after the Effective Date and agrees to

indemnify, defend and hold Assignor harmless from all liabilities, penalties, claims, causes of

action, demands, lawsuits, and expenses that occur on or after said date.

           b. Abandonment of Wells.           Assignee agrees to comply with all laws and

governmental regulations with respect to abandonment of wells and/or abandonment of the

Assigned Assets, or any part thereof, including, where applicable, the plugging of wells, the

compliance with laws or rules regarding inactive or unplugged wells, including bonding

requirements, and restoration as specified in the oil and gas leases identified in Exhibit “A” or as

required by law or rules. Assignee agrees to protect, defend, indemnify and hold Assignor and

its employees free and harmless from and against any and all costs, expenses, claims, demands

and causes of action, of every kind and character arising out of, incident to, or in connection with

the Assigned Assets, including leases, structures (if any), materials, land, wells, casing, leasehold

equipment, and personal property, plugging requirements or exceptions thereto, including

bonding requirements, or related in any manner to Assignee’s or other party(s)’ operations on

said leases and said land, after the Effective Date hereof. Further, Assignee agrees to indemnify

and hold Assignor harmless from any and all surface or subsurface restoration, well

abandonments or other similar obligations pertaining to the wells assigned herein.

           c. Environmental Issues. The Assigned Assets have been utilized by Assignor for

the purpose of exploration, development, processing, temporary storage, and transportation of

oil, gas, and/or condensate. Assignee acknowledges and accepts that information has been

provided regarding any substantial quantities of crude oil or produced water which may have

been spilled or disposed of on site, and the locations thereof, to the best of Assignor’s

knowledge. This information includes pit closures, burial, land farming, land spreading, and

underground injection, and has been made available to Assignee prior to closing. Assignee

agrees that Assignor shall not be liable for unintentional failure to disclose such information and

shall not be required to provide information which is a matter of public record or filed with

governmental agencies. Assignee acknowledges that there may have been spills of these

materials in the past onto the Assets described herein. In addition, some oil field equipment may

contain asbestos and/or Naturally Occurring Radioactive Material (hereinafter referred to as



                                                -4-
“NORM”). In this regard, Assignee expressly understands that NORM may affix or attach itself

to the inside of wells, materials and equipment as scale, or in other forms, and that said wells,

material and equipment located on the property described herein may contain NORM and that

NORM-containing material may be buried or otherwise disposed of on the property. Assignee

also expressly understands that special procedures may be required for the removal and disposal

of asbestos and NORM from the equipment where it may be found and Assignee agrees to

assume all liability for such asbestos and NORM and for use of appropriate procedures and

activities required to handle and dispose of same.

       Assignee assumes full responsibility for, and agrees to indemnify, hold harmless and

defend Assignor, its agents, officers, and employees from and against all loss, liability, claims,

fines, expenses, costs (including attorney’s fees and expenses), and causes of action caused by or

arising out of any federal, state or local laws, rules, orders and regulations applicable to any

waste material or hazardous substances on or included with the Assigned Assets or the presence,

disposal, release or threatened release of all waste material or hazardous substance from the

Assets into the atmosphere or into or upon land or any water course or body of water (including

ground water) WHETHER OR NOT ATTRIBUTABLE TO ASSIGNOR’S ACTIVITIES OR

NEGLIGENCE OR THE ACTIVITIES OR NEGLIGENCE OF ASSIGNOR’S OFFICERS,

EMPLOYEES OR AGENTS, OR THE ACTIVITIES OF THIRD PARTIES (regardless of

whether or not Assignor was or is aware of such activities) prior to, during, or after the period of

Assignor’s ownership of the Assigned Assets. This Indemnification and Assumption shall apply

to liability for voluntary environmental response actions undertaken pursuant either to the

comprehensive Environmental Response Compensation and Liability Act (CERCLA) or to any

other federal, state or local law and shall control and take precedence to the extent of any conflict

or claimed conflict with any other provision of this Assignment.

               d. WAIVER OF CONSUMER RIGHTS.                         ASSIGNEE WAIVES ITS

RIGHTS UNDER THE TEXAS DECEPTIVE TRADE PRACTICES-CONSUMER

PROTECTION ACT, SECTION 17.41 et seq., TEXAS BUSINESS & COMMERCE

CODE, A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND PROTECTIONS.

AFTER      CONSULTATION            WITH      AN        ATTORNEY      OF     ASSIGNEE’S        OWN

SELECTION, ASSIGNEE VOLUNTARILY CONSENTS TO THIS WAIVER.




                                                 -5-
IN ORDER TO EVIDENCE ITS ABILITY TO GRANT THE ABOVE WAIVER, ASSIGNEE

HEREBY REPRESENTS AND WARRANTS TO ASSIGNOR THAT ASSIGNEE (I) IS IN

THE BUSINESS OF SEEKING OR ACQUIRING, BY PURCHASE OR LEASE, GOODS OR

SERVICES FOR COMMERCIAL OR BUSINESS USE, (II) HAS KNOWLEDGE AND

EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT ENABLE IT TO

EVALUATE THE MERITS AND RISKS OF THE TRANSACTIONS CONTEMPLATED

HEREBY, AND (III) IS NOT IN A SIGNIFICANTLY DISPARATE BARGAINING

POSITION.

        5. Accounting

           a. Post-Closing. Within 180 days after the Effective Date, Assignor shall forward a

post-closing statement to Assignee to account for any production proceeds, net of all royalty,

overriding royalty, production payments, taxes, including production, severance and ad valorem

taxes, operating and other costs and expenses incurred in connection with the Assigned Assets

from the Effective Date to and including the date of transfer. Any sums which may be due either

party shall be paid one party to the other as may be appropriate, promptly after receipt of the

post-closing statement.

           b. Taxes. Assignor will be responsible for all ad valorem, property taxes and other

taxes assessed on, based on, or attributable to production that occurred prior to the Effective

Date.   Assignee will be responsible for all taxes assessed on, based on, or attributable to

production that occurred after the Effective Date. Whichever party receives said tax statements

shall pay such taxes prior to delinquency and the other party hereto agrees to reimburse the

paying party its pro rata share thereof promptly upon receipt of an invoice accompanied by

evidence of such payment. Assignee shall pay all applicable state, county, municipality or

governmental sales or use taxes on the leasehold, equipment, material or personal property

located thereon.

           c. Gas Contracts. This Assignment is made subject to any gas purchase contracts

now in existence which affect the Assigned Assets.

           d. Gas Imbalances. Assignee hereby assumes any and all liability, obligation for

and/or benefit from all gas imbalances (whether over or under) attributable to the Assigned

Assets as of the Effective Date and agrees to indemnify and hold Assignor harmless from any

claims from third parties regarding gas imbalances.   Prior to the auction, Assignor will make



                                              -6-
available to Assignee the most recent data concerning imbalances in its files without warranty as

to accuracy or completeness (the “disclosed imbalance”). If the parties determine no later than

90 days after the Effective Date that the disclosed imbalance as to any Lease sold hereunder was

inaccurate by more than 1000 mmbtu, a post closing adjustment will be made for the amount in

excess of the disclosed imbalance. Within thirty (30) days following agreement of the parties on

the amount of the adjustment, the party owing the adjustment will pay $2.00 per mmbtu for the

imbalance in excess of the disclosed imbalance. Such settlement, if any, will be final and neither

party thereafter shall make a claim upon the other concerning gas imbalances with respect to the

Assigned Assets.

            e. Existing Agreements/Burdens. Assignee assumes and shall perform all duties,

liabilities, and obligations relating to the Assigned Assets, including, but not limited to, those

imposed by any applicable contracts and agreements (including oil and gas leases, operating

agreements, easements and pooling agreements) and any burdens (including, but not limited to,

any production payments, royalties, overriding royalties, and net profits interests).

            f. Operatorship. Assignor does not warrant or represent that Assignee is or will

become operator of any well or portion of the Assigned Assets which are subject to an operating

agreement. If Assignor is the Operator, Assignee agrees that it will, to the extent permitted by

applicable agreements and law, immediately undertake to obtain unconditional approval from all

regulatory agencies, non-operators and lessors, if necessary, to succeed Assignor as operator of

all and every part of the Assigned Assets and to assume full responsibilities therefore, and will

file all bonds, requests, letters of credit, and forms necessary or helpful for designation of

Assignee as operator of the Assigned Assets.

            g. Suspended Funds. At Assignor’s option, Assignor may transfer to Assignee

possession, responsibility and liability for the management, administration and disbursement of

all suspended funds attributable to interests of third parties and accrued by Assignor, for any

reason, pursuant to Assignor’s disbursement of proceeds from the sale of production from the

assigned leasehold to the extent such funds are attributable to production sold prior to the

Effective Date. If Assignor exercises this option, Assignor shall deliver to Assignee, as soon as

practical after closing, a copy of Assignor’s records and files that relate to these suspended

funds.

         6. Miscellaneous



                                                -7-
           a. Records. Assignor shall deliver to Assignee copies of lease files, division order

files, title files, abstracts, supplemental abstracts and certificates of title, surveys, agreements,

contracts, and other similar materials relating to operation or ownership of the Assigned Assets

(except papers protected by the attorney-client privilege or attorney work product or proprietary

data, which includes but is not limited to, interpretive geological and/or geophysical information,

economic analyses, patents and trade secrets, offers to purchase, and any document or data

protected by third party confidentiality agreements). Assignee shall keep true and correct books

and records pertaining to the Assigned Assets. Assignor shall have reasonable access to such

materials for purpose of audit and determining compliance with any joint operating agreements

in place as of the Effective Date, or where, in the opinion of Assignor’s counsel, access is

required by law or necessary or helpful to Assignor’s defense or prosecution of legal actions.

           b. Data Privacy. Assignee will comply with all reasonable requests of Assignor with

respect to protecting personal data of Assignor’s royalty owners, employees, customers, and

suppliers it receives in connection with this Agreement, including following Assignor's

instructions in connection with processing such personal data, implementing adequate security

measures to protect such personal data, not disclosing such personal data to any third party

without Assignor's written permission and complying with all applicable data privacy laws.

           c. Removal of Signs. In the case of properties operated by Assignor, Assignee

agrees to permanently remove Assignor’s name, trademark and telephone number from the lease

sign located on the assigned leasehold within fifteen (15) working days after the Effective Date

hereof. In the event Assignee fails to do so, Assignor’s representatives shall have the right to

remove said lease sign from the Assigned Assets at Assignee’s sole cost and expense, to be

credited to Assignor in the post closing statement.

           d. Preferential Right to Purchase and Process Production.

               (i)   Assignor’s Right and Option. Assignor reserves and shall have the ongoing

preferential right and option, but not the obligation, to purchase oil, condensate or other liquid

Hydrocarbons (“Liquid Hydrocarbons”) produced from the Assigned Assets, and payment for

such Liquid Hydrocarbons shall be at the same price and under the same terms and conditions

offered to Assignee in any bona fide offer from a third party purchaser. If Assignee does not

have a bona fide offer from a third party purchaser, then payment for such Liquid Hydrocarbons

shall be at Assignor's posted price as specified in Assignor's posted price bulletin in effect on the



                                                 -8-
delivery date for Liquid Hydrocarbons of like kind and quality to that produced from the

Assigned Assets, less per barrel taxes and transportation deductions. If Assignor does not have a

posted price for Liquid Hydrocarbons from the Assigned Assets, then payment for such Liquid

Hydrocarbons shall be based on the published price of another major oil company on which

Assignor and Assignee mutually agree, in effect on the delivery date for Liquid Hydrocarbons of

like kind, quality, and location, less per barrel taxes and transportation deductions. Assignor also

reserves and shall have the preferential right and option to purchase or process natural and

casinghead gas, or other gaseous Hydrocarbons (“Gaseous Hydrocarbons”) produced from the

Assigned Assets, with payment for the Gaseous Hydrocarbons purchased and/or gas products

recovered to be at the same price and under the same terms and conditions offered to Assignee in

any bona fide offer from a third party purchaser. If Assignee does not have a bona fide offer

from a third party purchaser, then the price will be determined on the basis of an agreement

between Assignor and Assignee containing terms generally acceptable in the area.

               (ii)   Third Party Offers. If Assignee receives from a responsible, unaffiliated

third party a bona fide offer acceptable to Assignee to purchase Liquid Hydrocarbons or

purchase and/or process Gaseous Hydrocarbons from the Assigned Assets it receives, Assignee

shall furnish Assignor a copy of this offer as written on the letterhead of the third party offeror.

Assignor shall then have seven (7) days after receiving a copy of the offer to either waive its

right or elect to purchase and/or process the Liquid Hydrocarbons or Gaseous Hydrocarbons, as

applicable, on terms substantially equivalent to those offered to Assignee by the third party

offeror or on more favorable terms and conditions to Assignee. Failure to timely reply to

Assignee’s notice will be a one-time waiver of Assignor’s preferential rights under this Section

6(c). Once waived, and if Assignee accepts the third party offer, the preferential rights under this

Section 6(c) will not be enforceable during the term of any sale or processing contract between

Assignee and the third party offeror. However, Assignee agrees not to enter into any sale or

processing contract with a third party offeror with a term in excess of six months in duration.

               (iii) Miscellaneous. The preferential rights in this Section 6(c) shall be subject to

the expiration of any existing contracts for the purchase of Liquid Hydrocarbons or Gaseous

Hydrocarbons from the Assigned Assets between Assignor and third party purchasers that are

assigned to Assignee as part of the Related Contracts.




                                                -9-
       The failure of Assignor to exercise its preferential rights to purchase Liquid

Hydrocarbons or Gaseous Hydrocarbons from the Assigned Assets under this Section 6(c) at any

time or times shall not constitute a waiver of those preferential rights.

       For the purposes of this Assignment, any exchange or other disposition of Liquid

Hydrocarbons or Gaseous Hydrocarbons from the Assigned Assets will be considered a sale

under this Section 6(c) and subject to Assignor’s preferential rights under this Section 6(c). The

preferential rights in this Section 6(c) shall be a covenant running with the land.

       7.      Interim Operations and Risk of Loss

       After the date of this Assignment and prior to the Effective Date, as to any of the

Assigned Assets operated by Assignor, Assignor, in its sole discretion, shall use, operate and

maintain the Assigned Assets in substantially the same manner in which they have been used,

operated and maintained prior to this Assignment. During the period from the date of this

Assignment to the Effective Date, Assignor, as operator, shall have no liability, except as may be

provided herein, to Assignee for losses, claims or damages sustained or liabilities incurred,

regardless of the sole, joint or concurrent negligence, strict liability, regulatory liability,

statutory liability, breach of contract, breach of warranty, or other fault or responsibility

of Assignor or any other person or party, except such Assignee losses, claims or damages as

may result directly and solely from Assignor’s gross negligence or willful misconduct.

       In the event any physical asset(s), including fixtures and improvements, assigned

hereunder is damaged by storm, fire or other calamity before the Effective Date, Assignor may

repair the damage at its cost or, at its sole option, refund to Assignee such portion of the

consideration by the amount of the damage. This paragraph shall not apply to the decline in or

cessation of production resulting from subsurface causes or mechanical integrity of the wells or

fixtures and improvements associated therewith. The occurrence of such decline or cessation

shall not relieve Assignee of its obligation to purchase the Assigned Assets. The risk of such

occurrence is specifically assumed by Assignee.

       8.      Disclosure of Royalty Valuation Claims, Demands and/or Lawsuits

       The Leases assigned hereunder may be subject to various claims, demands or lawsuits

alleging underpayment of royalty or severance taxes based upon Assignor’s use of the posted

price of crude oil in the calculation and payment of royalty or severance taxes on oil. If the

Leases are subject to any such claims, demands or lawsuits, Assignor shall retain liability



                                                -10-
therefor with respect to events occurring prior to the Effective Date. Settlement agreements

and/or judgments entered in such lawsuits may affect the manner in which royalty or severance

taxes on oil produced from the Leases are paid after the Effective Date, and Assignee agrees to

comply fully with the terms of such settlement agreements and/or judgments insofar as they

affect the Leases.

       9.      Covenants, Assignments and Continuing Obligations

       It is the intent and effect of this Assignment that the conveyance, transfer or assignment

of any of the Assigned Assets by Assignee or any future conveyances, transfers or assignments

made by Assignee shall not in any way diminish, compromise, extinguish, or effect a release of

Assignor’s rights against Assignee, or Assignee’s obligations to Assignor. It is also the intent

and effect of this Assignment that all conveyances, transfers or assignments of any Assigned

Assets by Assignee and all future conveyances, transfers or assignments made by Assignee shall

create rights in favor of Assignor under this Assignment and under all subsequent conveyances,

transfers or assignments pertaining to the Assigned Assets, and that Assignor is a third party

beneficiary of such subsequent conveyances, transfers or assignments, so that the party or parties

to whom Assignee conveys, transfers or assigns any Assigned Assets shall likewise be bound

with Assignee to Assignor for performance of Assignee’s obligations to Assignor under this

Assignment. The obligations and responsibilities of Assignee to Assignor, and of Assignee’s

assignees, grantees or transferees to Assignor, shall be joint and several and shall run with the

Assigned Assets assigned, conveyed or transferred, so that all subsequent assignees, grantees and

transferees also accept the same obligations to Assignor, without Assignee or any assignees,

grantees or transferees being released of any of their obligations to Assignor. Such obligations

shall include, but not be limited to, those involving abandonment obligations, covenants, terms,

conditions, indemnities, liabilities, and assumed risks.

            10. Counterparts

       This Assignment may be executed in multiple original counterparts, each of which shall

be deemed an original instrument, but all of which shall constitute but one and the same

instrument.




                                                -11-
IN WITNESS WHEREOF, this Assignment is executed this ____ day of _____________, 2010.



ASSIGNOR:                                 CHEVRON MIDCONTINENT, L.P.

                                          By Chevron Midcontinent Operations LLC,
                                          Its General Partner

                                          By: ______________________________________

                                                      David A. Singer, Assistant Secretary




STATE OF TEXAS                     §
                                   §
COUNTY OF HARRIS                   §


        This instrument was acknowledged before me this ____ day of __________________,
2010, by David A. Singer, Assistant Secretary, of Chevron Midcontinent Operations LLC, a
Delaware limited liability company, as general partner of Chevron Midcontinent, L.P., a Texas
limited partnership on behalf of said limited liability company and partnership.



                                          __________________________________________
                                                Notary Public In and For
                                                   The State of Texas




                                            -12-
ASSIGNEE:                              _________________________________________




                                       By: ______________________________________

                                       Title: ____________________________________




STATE OF _________________                     §
                                               §
COUNTY OF _______________                      §

      The    foregoing    instrument      was       acknowledged before me  on
________________________, 2010, by __________________________________________,
______________________________________ for _______________________________, a
____________________ corporation, on behalf of said corporation.



                                       __________________________________________
                                             Notary Public In and For
                                                The State of ___________



My Commission Expires:______________




                                        -13-
                                                   EXHIBIT “A”

                        Attached to and made part of that certain Assignment and Bill of Sale
                   dated _________________________________, 2010, by and between, Chevron
                  Midcontinent, L.P., Assignor, and ________________________________, Assignee

Revised 1-29-10
                                                ASSIGNED ASSETS

                                       Athey (Partial) and Coyanosa Fields
                                                Pecos County, TX

All of Chevron Midcontinent, L.P.’s right, title and interest in and to the following, only insofar as described below
including, but not limited to, any operating rights, royalty, overriding royalty and working interests in said lands:

                                                 Athey (Wolfcamp)
                                                  Pecos Co., Texas
NEAL STATE 14-#1 (BCUA60800)
NEAL STATE 14-#2 (BCUA60910)
COYONOSA/ATHEY ELECTRICAL DISTRIBUTION SYSTEM (BCAB7E11U)

Oil and Gas Leases:                                       Description:

Lease No.:              QLS #807378                     NW/4 and SE/4 of Section 14, Block 143, T&STL RR Co.
Date:                   January 15, 1997                Survey.
Lessor:                 Nelson Lethco, et ux
Lessee:                 Sonat Exploration Company
Recorded:               Volume 706, Page 511,
                        Lease Records, Pecos Co.,
                        Texas

Lease No.:              QLS #807379                     NW/4 and SE/4 of Section 14, Block 143, T&STL RR Co.
Date:                   January 15, 1997                Survey.
Lessor:                 Francys Ann Ballenger
Lessee:                 Sonat Exploration Company
Recorded:               Volume 706 Page 502, Lease
                        Records, Pecos Co., Texas



ROW Easement:                                           Description:

Lease No.:              QLS #793551                     20 feet wide easement for a roadway across the North part of
Date:                   October 19, 2000                Section 14, Block 143, T&STL RR Co. Survey.
Grantor:                Francys Ann Ballenger
Grantee:                Pure Resources, L.P.
Recorded                Unrecorded

Lease No.:              QLS #793553                     20 feet wide easement for a pipeline running diagonally
Date:                   March 23, 2001                  across the North part of Section 14, Block 143, T&STL RR
Grantor:                Nelson Lethco, et ux            Co. Survey.
Grantee:                Pure Resources, L.P.
Recorded                Volume 725, Page 785,
                        Deed Records, Pecos Co.,
                        Texas

Lease No.:              QLS # 793544                    20 feet wide easement for a pipeline running diagonally
Date:                   October 19, 2000                across the North part of Section 14, Block 143, T&STL RR
Grantor:                Francys Ann Ballenger           Co. Survey.
Grantee:                Pure Resources, L.P.
Recorded                Volume 720 page 75, Deed
                        Records, Pecos Co., Texas


Assigned Assets subject to and include rights under the following:

Operating Agreement

  1.   Operating Agreement dated and effective May 1, 2000, between Union Oil Company of California, as
       Operator and Southwestern Energy Production Company, as Non-Operator. Note: Chevron Midcontinent,
       L.P. is only conveying the leases and lands described above. All other lands subject to and described on said
       Exhibit “A” of said operating agreement not specifically described above are being retained by Chevron
       Midcontinent, L.P. (QLS #819679).




                                                       Page 1 of 8
Gas Purchase Contract

  1.   Gas Purchase Agreement, dated August 28, 2000, between Pure Resources, L.P., as Seller, and Duke Energy
       Field Services, Inc. as Buyer (QLS #707302).


                 Athey (Wolfcamp), Athey (Cherry Canyon) and Coyanosa (Cherry Canyon)
                                            Pecos County, TX

NEELY 75 #1 (BCAB70110); NEELY 75 #2 (BCAB70200); NEELY 75 #3 (BCUA60210); NEELY 75 #4
(BCUA60310); NEEY 75 #5 (BCUA60410); NEELY 75 #6(BCUA60510); NEELY 75 #7 (BCUA60610);
 NEELY 75 #8 BCAB70310); COYONOSA FIELD (BCAB7C9201)

Oil and Gas Leases:                                      Description:

Lease No.:              QLS #807509                     Section 75, Block 8, H&GN RR Co. Survey, Pecos County,
Date:                   July 16, 1998                   Texas.
Lessor:                 A.C. Atkins, et al
Lessee:                 Sonat Exploration Company
Recorded:               Volume 722, Page 491,
                        Lease Records, Pecos
                        County, Texas

Lease No.:              QLS #807511                     Section 75, Block 8, H&GN RR Co. Survey, Pecos County,
Date:                   May 26, 1998                    Texas.
Lessor:                 Paul M. Baraban
Lessee:                 Sonat Exploration Company
Recorded:               Volume 720, Page 563,
                        Lease Records, Pecos
                        County, Texas

Lease No.:              QLS #807512                     Section 75, Block 8, H&GN RR Co. Survey, Pecos County,
Date:                   May 26, 1998                    Texas.
Lessor:                 Steven D. Baraban, et ux
Lessee:                 Sonat Exploration Company
Recorded:               Volume 720, Page 561,
                        Lease Records, Pecos
                        County, Texas

Lease No.:              QLS #807513                     Section 75, Block 8, H&GN RR Co. Survey, Pecos County,
Date:                   June 1, 1998                    Texas.
Lessor:                 Herbert F. Boles
Lessee:                 Sonat Exploration Company
Recorded:               Volume 721, Page 104,
                        Lease Records, Pecos
                        County, Texas

Lease No.:              QLS #807514                     Section 75, Block 8, H&GN RR Co. Survey, Pecos County,
Date:                   May 12, 1998                    Texas.
Lessor:                 Frederic Julian Ellyson, Jr.
Lessee:                 Sonat Exploration Company
Recorded:               Volume 720, Page 229,
                        Lease Records, Pecos
                        County, Texas

Lease No.:              QLS #807515                     Section 75, Block 8, H&GN RR Co. Survey, Pecos County,
Date:                   May 12, 1998                    Texas.
Lessor:                 Walter Kenneth Graham and
                        Maxine Sill Graham
                        Revocable Trust
Lessee:                 Sonat Exploration Company
Recorded:               Volume 720, Page 331,
                        Lease Records, Pecos
                        County, Texas




                                                       Page 2 of 8
Lease No.:   QLS #807516                  Section 75, Block 8, H&GN RR Co. Survey, Pecos County,
Date:        July 7, 1998                 Texas.
Lessor:      Delmon Hodges
Lessee:      Sonat Exploration Company
Recorded:    Volume 721, Page 672,
             Lease Records, Pecos
             County, Texas




Lease No.:   QLS #807517                  Section 75, Block 8, H&GN RR Co. Survey, Pecos County,
Date:        May 15, 1998                 Texas.
Lessor:      E. Cecile Martin
Lessee:      Sonat Exploration Company
Recorded:    Volume 720, Page 473,
             Lease Records, Pecos
             County, Texas


Lease No.:   QLS #807518                  Section 75, Block 8, H&GN RR Co. Survey, Pecos County,
Date:        May 12, 1998                 Texas.
Lessor:      Joan Ellyson Neely
Lessee:      Sonat Exploration Company
Recorded:    Volume 720, Page 227,
             Lease Records, Pecos
             County, Texas

Lease No.:   QLS #807519                  40 acres in the form of a square around each of the following
Date:        May 22, 1998                 wells located in Section 75, Block 8, H&GN RR Co. Survey,
Lessor:      Petco Limited Partnership    Pecos County, Texas:
Lessee:      Sonat Exploration Company    Neely 75 #1 located 1,760 feet FNL and 2,270 feet FWL
Recorded:    Volume 721, Page 107,        Neely 75 #2 located 655 feet FSL & 765 feet FWL
             Lease Records, Pecos         Neely 75 #3 located 670 feet FSL & 2,383 feet FEL
             County, Texas                from the surface to the base of the Cherry Canyon Formation,
                                          defined as the depth equivalent of 6,046 feet as shown in the
                                          GR/BHC SONIC log of the Pure Resources, L.P. Neely 75
                                          #1 well.

Lease No.:   QLS #807521                  Section 75, Block 8, H&GN RR Co. Survey, Pecos County,
Date:        June 8, 1998                 Texas.
Lessor:      Rex H. Richardson
Lessee:      Sonat Exploration Company
Recorded:    Volume 721, Page 100,
             Lease Records, Pecos
             County, Texas

Lease No.:   QLS #807522                  Section 75, Block 8, H&GN RR Co. Survey, Pecos County,
Date:        July 13, 1998                Texas.
Lessor:      Violet Stubbeman
Lessee:      Sonat Exploration Company
Recorded:    Volume 722, Page 493,
             Lease Records, Pecos
             County, Texas


Lease No.:   QLS #807523                  Section 75, Block 8, H&GN RR Co. Survey, Pecos County,
Date:        May 20, 1998                 Texas.
Lessor:      William K. Warren
             Foundation
Lessee:      Sonat Exploration Company
Recorded:    Volume 721, Page 110,
             Lease Records, Pecos
             County, Texas

Lease No.:   QLS #807524                  Section 75, Block 8, H&GN RR Co. Survey, Pecos County,
Date:        May 15, 1998                 Texas.
Lessor:      White Living Trust
Lessee:      Sonat Exploration Company
Recorded:    Volume 720, Page 475,
             Lease Records, Pecos
             County, Texas




                                         Page 3 of 8
Lease No.:   QLS #807525                      Section 75, Block 8, H&GN RR Co. Survey, Pecos County,
Date:        May 26, 1998                     Texas.
Lessor:      Lee Aycock, Trustee of the
             Lee Aycock Trust
Lessee:      Sonat Exploration Company
Recorded:    Volume 744, Page 476,
             Lease Records, Pecos
             County, Texas

Lease No.:   QLS #807545                      40 acres in the form of a square around each of the following
Date:        July 2, 2001                     wells located in Section 75, Block 8, H&GN RR Co. Survey,
Lessor:      Petco Limited                    Pecos County, Texas:
Lessee:      Pure Resources, L.P.             Neely 75 #4 located 1,750 feet FSL and 1,750 feet FEL
Recorded:    Volume 744, Page 789,            Neely 75 #5 located 660 feet FSL and 1,100 feet FEL
             Lease Records, Pecos             Neely 75 #6 located 2,330 feet FNL and 1,400 feet FEL
             County, Texas                    Neely 75 #7 located 2,000 feet FSL and 467 feet FEL
                                              Neely 75 #8 located 1,430 feet FNL & 467 feet FEL
                                              from the surface to the base of the Cherry Canyon Formation,
                                              defined as the depth equivalent of 6,046 feet as shown in that
                                              certain GR/BHC SONIC log dated August 26, 2003

Lease No.:   QLS #807526                      Section 75, Block 8, H&GN RR Co. Survey, Pecos County,
Date:        November 17, 1999                Texas.
Lessor:      Freddie Wheeler Hurt
             Moore, femme sole
Lessee:      Wayne A. Bissett
Recorded:    Volume 731, Page 700,
             Lease Records, Pecos
             County, Texas

Lease No.:   QLS #807527                      Section 75, Block 8, H&GN RR Co. Survey, Pecos County,
Date:        December 10, 1999                Texas.
Lessor:      Tom Brown
Lessee:      Wayne A. Bissett
Recorded:    Volume 732, Page 269,
             Lease Records, Pecos
             County, Texas

Lease No.:   QLS #807528                      Section 75, Block 8, H&GN RR Co. Survey, Pecos County,
Date:        December 21, 1999                Texas.
Lessor:      Julia Evetts Simpson
             Management Trust by Julia
             Evetts Simpson, Trustee
Lessee:      Wayne A. Bissett
Recorded:    Volume 732, Page 415,
             Lease Records, Pecos
             County, Texas

Lease No.:   QLS #807529                      Section 75, Block 8, H&GN RR Co. Survey, Pecos County,
Date:        November 30, 1999                Texas.
Lessor:      Sid Dunken
Lessee:      Wayne A. Bissett
Recorded:    Volume 732, Page 539,
             Lease Records, Pecos
             County, Texas

Lease No.:   QLS #807531                      Section 75, Block 8, H&GN RR Co. Survey, Pecos County,
Date:        January 3, 2000                  Texas.
Lessor:      Jean Tunstill, Trustee of the
             Orville E. and Mercedes
             Tunstill Mineral Trust
Lessee:      Wayne A. Bissett
Recorded:    Volume 733, Page 218,
             Lease Records, Pecos
             County, Texas




                                             Page 4 of 8
Lease No.:   QLS #807532                      Section 75, Block 8, H&GN RR Co. Survey, Pecos County,
Date:        March 21, 2000                   Texas.
Lessor:      Hedberg Family Limited
             Partnership
Lessee:      Wayne A. Bissett
Recorded:    Volume 734, Page 86, Lease
             Records, Pecos County,
             Texas




Lease No.:   QLS #807533                      Section 75, Block 8, H&GN RR Co. Survey, Pecos County,
Date:        June 6, 2000                     Texas.
Lessor:      James FitzGerald, III and
             Michael FitzGerald,
             Indivdually and Co-Trustees
             of the Blanche Dansby
             Estate and Co-Independent
             Executors Estate of Ben
             Dansby, Jr., deceased
Lessee:      Wayne A. Bissett
Recorded:    Volume 735, Page 187,
             Lease Records, Pecos
             County, Texas

Lease No.:   QLS #807534                      Section 75, Block 8, H&GN RR Co. Survey, Pecos County,
Date:        March 27, 2000                   Texas.
Lessor:      The Lyons Foundation
Lessee:      Wayne A. Bissett
Recorded:    Volume 735, Page 445,
             Lease Records, Pecos
             County, Texas

Lease No.:   QLS #807535                      Section 75, Block 8, H&GN Ry. Co. Survey, Pecos County,
Date:        June 2, 2000                     Texas.
Lessor:      Earnest B. Granville
Lessee:      Wayne A. Bissett
Recorded:    Volume 735, Page 719,
             Lease Records, Pecos
             County, Texas

Lease No.:   QLS #807536                      Section 75, Block 8, H&GN RR Co. Survey, Pecos County,
Date:        June 6, 2000                     Texas.
Lessor:      Richard Lyons Moore and
             Michael Harrison Moore,
             Individually and as Co-
             Trustees of the Stephen Scott
             Moore Testamentary Trust
Lessee:      Wayne A. Bissett
Recorded:    Volume 736, Page 199,
             Lease Records, Pecos
             County, Texas

Lease No.:   QLS #807537                      Section 75, Block 8, H&GN RR Co. Survey, Pecos County,
Date:        June 12, 2000                    Texas.
Lessor:      James R. Hurt
Lessee:      Wayne A. Bissett
Recorded:    Volume 736, Page 797,
             Lease Records, Pecos
             County, Texas

Lease No.:   QLS #807538                      Section 75, Block 8, H&GN RR Co. Survey, Pecos County,
Date:        June 6, 2000                     Texas.
Lessor:      Hayden Ralph Pittman
Lessee:      Wayne A. Bissett
Recorded:    Volume 736, Page 319,
             Lease Records, Pecos
             County, Texas




                                             Page 5 of 8
Lease No.:       QLS #807539                   Section 75, Block 8, H&GN RR Co. Survey, Pecos County,
Date:            June 12, 2000                 Texas.
Lessor:          Samuel F. Hurt, Jr.
Lessee:          Wayne A. Bissett
Recorded:        Volume 736, Page 195,
                 Lease Records, Pecos
                 County, Texas

Lease No.:       QLS #807541                   Section 75, Block 8, H&GN RR Co. Survey, Pecos County,
Date:            July 1, 2000                  Texas.
Lessor:          Matthew Bradley Nacol
                 Trust (3040200) and Joshua
                 David Nacol Trust
                 (3040202)
Lessee:          Pure Resources, L.P.
Recorded:        Volume 739, Page 666,
                 Lease Records, Pecos
                 County, Texas

Lease No.:       QLS #807542                   Section 75, Block 8, H&GN RR Co. Survey, Pecos County,
Date:            July 1, 2000                  Texas.
Lessor:          Laurie Morgan Silver
Lessee:          Pure Resources, L.P.
Recorded:        Volume 740, Page 270,
                 Lease Records, Pecos
                 County, Texas

Lease No.:       QLS #807543                   Section 75, Block 8, H&GN RR Co. Survey, Pecos County,
Date:            July 1, 2000                  Texas.
Lessor:          Layne Morgan Levin
Lessee:          Pure Resources, L.P.
Recorded:        Volume 740, Page 276,
                 Lease Records, Pecos
                 County, Texas

Lease No.:       QLS #807544                   Section 75, Block 8, H&GN RR Co. Survey, Pecos County,
Date:            July 1, 2000                  Texas.
Lessor:          Lee Ann Morgan
Lessee:          Pure Resources, L.P.
Recorded:        Volume 741, Page 571,
                 Lease Records, Pecos
                 County, Texas


Lease No.:       QLS #807546                   40 acres, in the form of a square, out of Section 75, Block 8,
Date:            January 15, 2002              H&GN RR Co. Survey, Pecos County, Texas, in which the
Lessor:          Pamela Morgan, et al          wellbore of the Neely 75 #4, located 1,750 feet FSL and
Lessee:          Pure Resources, L.P.          1,750 feet FEL, is located in the center. Limited to the
Recorded:        Volume 750, Page 255,         depths between the Surface and 7500 feet.
                 Lease Records, Pecos
                 County, Texas


Lease No.:       QLS #807547                   40 acres, in the form of a square, out of Section 75, Block 8,
Date:            January 15, 2002              H&GN RR Co. Survey, Pecos County, Texas, in which the
Lessor:          Thomas H. Morgan, et al       wellbore of the Neely 75 #4, located 1,750 feet FSL and
Lessee:          Pure Resources, L.P.          1,750 feet FEL, is located in the center. Limited to the
Recorded:        Volume 750, Page 261,         depths between the Surface and 7500 feet.
                 Lease Records, Pecos
                 County, Texas



ROW Easements:



Lease No.:       QLS #793541                   Road Easement through W/2, Section 78, Block 8, H&GN
Date:            September 1, 2000             RR Co. Survey, Pecos County, Texas.
Grantor:         Hayes Land and Production
                 Company
Grantee:         Pure Resources, L.P.
Recorded:        Volume 719, Page 839, Deed
                 Records, Pecos County,
                 Texas



                                              Page 6 of 8
Lease No.:             QLS #793542                    Road Easement through W/2 Section 78, Block 8, H&GN
Date:                  September 1, 2000              RR Co. Survey, Pecos County, Texas.
Grantor:               Hayes Land Corporation
Grantee:               Pure Resources, L.P.
Recorded:              Volume 719, Page 829, Deed
                       Records, Pecos County,
                       Texas

Lease No.:             QLS #793546                    Powerline and Road Easement across the North 50 feet of
Date:                  January 2, 2001                Section 76, Block 8, H&GN RR Co. Survey, Pecos County,
Grantor:               Jay R. Garvin                  Texas.
Grantee:               Pure Resources, L.P.
Recorded:              Volume 720, Page 633, Deed
                       Records, Pecos County,
                       Texas

Lease No.:             QLS #793547                    Road and Pipeline Easement across S/2NE/4, Section 76,
Date:                  January 23, 2001               Block 8, H&GN Ry. Co. Survey, Pecos County, Texas.
Grantor:               Vicky Graham Garlick
Grantee:               Pure Resources, L.P.
Recorded:              Volume 722, Page 49, Deed
                       Records, Pecos County,
                       Texas

Lease No.:             QLS #793548                    Road and Pipeline Easement across SW/4, Section 76. Block
Date:                  February 6, 2001               8, H&GN Ry. Co. Survey, Pecos County, Texas.
Grantor:               Reeder Owens and Winnie
                       Mae Owens
Grantee:               Pure Resources, L.P.
Recorded:              Volume 722, Page 259, Deed
                       Records, Pecos County,
                       Texas

Lease No.:             QLS #793549                    Road Easement across the West 30 feet of NW/4, Section 76,
Date:                  March 7, 2001                  Block 8, H&GN Ry. Co. Survey, Pecos County, Texas.
Grantor:               Jay R. Garvin
Grantee:               Pure Resources, L.P.
Recorded:              Volume 723, Page 492, Deed
                       Records, Pecos County,
                       Texas

Lease No.:             QLS #793550                    20’wide Road Easement out of W/2W/2, Section 78, Block 8,
Date:                  June 22, 2001                  H&GN RR Co. Survey, Pecos County, Texas.
Grantor:               April Bird Trainer Trust,
                       Charlene Cooper, Trustee
Grantee:               Pure Resources, L.P.
Recorded:              Volume 727, Page 203, Deed
                       Records, Pecos County,
                       Texas


Assigned Assets subject to and include rights under the following:

Operating Agreements

  1.   Operating Agreement, dated May 25, 2000, effective May 5, 2000, between Union Oil Company of
       California, as Operator, and Southwestern Energy Production Company, as non-operator, which was revised
       October 7, 2002 (QLS 819669).

  2.   Operating Agreement dated effective June 29, 2000, between Pure Resources, L.P., as operator, and Roye
       Boys Partnership, et al, as non-operators (QLS #819669).

Farmout Agreement

  1.   Farmout Agreement, dated July 14, 2000, between Southwestern Energy Production Company, as Farmor and
       Pure Resources, L.P., Farmee (QLS #792785).


Gas Purchase and Processing Agreements

  1.   Gas Purchase Agreement, dated January 1, 2001, between Mivida/Richardson Gas Treating, L.P., as Buyer,
       and Pure resources, L.P., as Seller (QLS #707313).

  2.   Natural Gas Processing Agreement, dated January 1, 2001, between Mivida/Richardson Gas Treating, L.P., as
       Buyer and Pure Resources, L.P., as Seller (QLS #707312).



                                                     Page 7 of 8
Right of Way and Easements

  1.   License for Use of Road, dated January 9, 2003, effective June 1, 2003, between Edith L. Trees Article IX
       Trust and Joe Benedum Trees Texas Guardianship, J. Murray Egan and PNC Bank, N. A., co-trustees and co-
       guardians, as Licensor, and Pure Resources, L.P., as Licensee (QLS #793915).




                                                    Page 8 of 8

								
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