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HomeMy WebLinkAbout1.04 Deed & legalWater Rights Maintenance Agreement is defined in Paragraph Re). Water Rights Maintenance Agreement Assignment is defined in Paragraph 1(e). AGREEMENT FOR AND IN CONSIDERATION of the mutual covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer hereby agree as follows: 1. Purchase and Sale. Upon and subject to the terms and conditions contained in this Agreement, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the following assets (the "Assets "): (a) Real Estate. Fee title to the parcels of real property described in Schedules 1 -Al through 1 -A47 attached hereto (collectively, the "Real Estate "), subject to the reservations and restrictions set forth in the fonn of special warranty deed attached hereto as Exhibit A -1 (the "Special Warranty Deed ") and any other surface interests owned by Seller as described on the form of quit claim deed attached hereto as Exhibit A -2 (the "Quit Claim Deed ") but not includin the Reservoir Land (as defined in Paragraph 5(d)(i), below). (b) Minerals. All oil, gas and other minerals in and under the Real Estate and under the Reservoir Land and under any other lands described in the Quit Claim Deed (the "Minerals ") subject to the reservations and exceptions contained in the form of mineral reservation set forth in the Quit Claire. Deed and the Special Warranty Deed (the "Mineral Reservation "). (c) Intake Parcel. Fee title to the parcel of real property adjacent to the Colorado River described on Schedule 3 attached hereto (the "Intake Parcel "), including ownership, use and operation of Seller's existing diversion structure and related improvements and facilities located on the Intake Parcel, upon and subject to the terms and conditions set forth in the form of quitclaim deed attached hereto as Exhibit A -3 (the "Intake Parcel Deed "). The Intake Parcel is further subject to the terms and conditions of that certain Easement Agreement (Intake Parcel) dated May 11, 1999 between American Soda, L.L.P. ( "American Soda ") and Seller (the "Intake Parcel Easement "), as well as the terms and conditions of the "Water Rights Maintenance Agreement" (as that term is defined in Paragraph I (c) below). (d) Pipeline Corridor. Seller's interest in that certain multi -party pipeline corridor located in the lower Parachute Valley (the "Pipeline Corridor Interest "), as described in that certain Utility Easements Agreement dated May 11, 1999 between American Soda and Seller (the "Utility Easements Agreement "), upon and subject to the terms and conditions set forth in the form of Assigtunent and Assumption Agreement attached hereto as Exhibit A -4 (the "Pipeline Corridor Assignment "). The Pipeline Corridor is further evidenced by and subject to the relevant terms and conditions of the documents enumerated on Schedule 4 attached hereto as well as the terms and conditions of the "Water Rights Maintenance Agreement" (as that term is defined in Paragraph 1(e) below) and the Utility Easements Agreement. 3 F . ,r7 (4(, the mineral interests thereunder) (the "Reservoir Land "), as more specifically described on Exhibit D attached hereto (the Reservoir Water Rights and the Reservoir Land are hereinafter together referred to as the "Parachute Creek Reservoir Affected Interests "). Seller's right to sell the Parachute Creek Reservoir Affected Interests to Buyer is subject to Seller's fulfillment of its obligations to Chevron Shale under the Parachute Creek Reservoir Storage Subdivision Agreement. (ii) Promptly following execution of this Agreement, Seller shall give written notice to Chevron Shale of the offer from Buyer and accepted by Seller for acquisition of the Parachute Creek Reservoir Affected Interests for $1,535,000.00 (the "Reservoir Interests Purchase Price "). Chevron Shale has until the date which is sixty (60) days after the date Seller's written notice thereof to Chevron Shale (the "Chevron Shale Refusal Right Election Period ") to notify Seller in writing that Chevron Shale desires to purchase the Parachute Creek Reservoir Affected Interests pursuant to_the terms of the Parachute Creek Reservoir Storage Subdivision Agreement. The portion of the sale transaction contained in this Agreement which relates to the Parachute Creek Reservoir Affected Interests shall not close unless Chevron Shale waives its rights under the Parachute Creek Reservoir Storage Subdivision Agreement, or Chevron Shale otherwise fails to give Seller written notice of its election to purchase the Parachute Creek Reservoir Affected Interests during the Chevron Shale Refusal Right Election Period. If Chevron Shale fails to acquire the Parachute Creek Reservoir Affected Interests, Seller and Buyer shall promptly close (the "Reservoir Closing ") the conveyance thereof in accordance with the terms of this Agreement as if the Reservoir Closing were the Closing and the Parachute Creek Reservoir Affected Interests were the Real Estate and Water Rights. 6. Buyer's Conditions to Closing. Buyer's obligations to purchase the Assets is expressly contingent upon the satisfaction of the following conditions: (a) All the representations and warranties of Seller contained in this Agreement shall have been true and correct when made and shall be true and correct on and as of the Closing as if then made or given. (b) Seller shall have performed and observed all of its covenants, agreements and obligations contained in this Agreement. 7. Seller's Conditions to Closing. Seller's obligations hereunder are expressly contingent upon the satisfaction or waiver of the following conditions: (a) The representations and warranties of Buyer contained in this Agreerent shall have been true and correct when made and shall be true and correct on and as of the Closing as if then made or given. (b) Buyer shall have performed and observed all of its covenants, agreements, and obligations contained in this Agreement. 8. Breach by Seller. If, at or prior to Closing, (i) Seller shall fail to fully and timely perform any of its obligations; (ii) Buyer is not in default hereunder; (iii) such failure by Seller Unlace, Corporation Real Eslase. Flernerliahon Services and Mining Operations and Carbon 376 South Valencia Avenue area, California 42323 Telephone (714} 577.1371 Facsrrnile [714) 577-1717 U1 NOCAL C6 Brian J. Kelly, P.E. Via Facsimile Transmission: 2311561 -3576 Manager, Investment Properties Dear Mr. Schmid: and Via First Class Mail. July 1, 2004 (Tout) Schmid, Jr. P.E. ChevronTexaco Shale Oii Company 11111 South Witcrest Drive Houston, TX 77099 Re: Notice of Acceptance of Purchase Offer and Notice of Right of First Refusal Parachute Creek Reservoir Water Storage Right and Underlying Reservoir Land Reference is made to that certain Deed and Agreement dated as of November 9, 1995 (the "Severance Agreement") by and between Union Oil Company of California ( "Unocal ") and Chevron Shale Oil Company (predecessor in interest to ChevronTexaco Shale Oil Company, herein "Chevron "), wherein Unocal and Chevron, among other things, separated their respective interests in the Parachute Creek Reservoir Storage Right. Pursuant to Paragraph 13 of the Severance Agreement, Unocal notifies Chevron that Unocal has accepted an offer from a third party (the `Buyer ") to purchase all of Unocal's Parachute Colorado holdings, including all fee land, mineral rights, water rights, improvements, and other appurtenances (the "Parachute Assets "). This sale includes (i) Unocai's Parachute Creek Reservoir Water Storage Right (the "Reservoir Storage Right ") and (ii) those portions of Unocal's surface rights to the land upon which the Parachute Creek Reservoir is designated for placement (the "Reservoir Land ")1. The legal descriptions and a map of the Reservoir Land are enclosed. The Reservoir Storage Right and the Reservoir Land are sometimes hereinafter collectively referred to as the "Affected Property"), The pertinent terms and conditions of the accepted purchase offer relating to the Affected Property are as follows: l The location of the Parachute Creek Reservoir is as designated on the map recorded when the Parachute Creek Reservoir Water Storage Rights were originally adjudicated; because the cost of preparing a survey of the exact boundaries of the reservoir would be tune- consuming and prohibitively expensive, the land contained within the reservoir for purposes of Unocal's third party sale and this notice contains minimal areas of !and not actually within the footprint of the reservoir and is based upon the set of quarter by quarter sections which cover the "Reservoir Site" (as defined in the Severance Agreement). J.T. (Torn) Schmid, Jr. P.E. ChevronTexaco Shale Oil Company Page 2 Purchase Price: Reservoir Storage Right; Reservoir Land: $1,335,000.00 $ 500,000.00 Condition of Affected Property: The Affected Property is being sold on an "As Is, Where Is" basis, with all faults, and without any representations or warranties by Unocal, and subject to all matters of record or visible upon inspection of the Affected Property. Release and Indemnity: The Buyer agrees to release Unocal from all claims, past, present and future, arising from the Parachute Assets, and further agrees to indemnify Unocal for claims related to contamination found on the land or otherwise arising out of the Parachute Assets. Relevant language agreed upon by the Buyer is attached hereto. Diligence Period: The Buyer was given 30 days within which to perform diligence activities prior to closing of the sale transaction for the Parachute Assets. Closing of Third -Party Sale: The sale of the Parachute Assets, excluding only the Affected Property, closed on July 1 2004. Because of the location of the Reservoir Land in relation to the remainder of the Parachute Assets, if Chevron exercises its right to purchase the Affected Property Unocal reserves the right to reserve easements in favor of its Buyer over all existing roadways on the Reservoir Land; this will be necessary in order to avoid cutting off access to the remainder of Unocal's former surface lands. This letter serves as written notice required by Paragraph 3.3 of the Severance Agreement that Chevron has 60 days from the date of this notice within which to give Unocal written notice of Chevron's intent to exercise its right of first refusal to purchase the Affected Property. If Chevron (a) elects not to purchase the Affected Property or (b) fails to give Unocal written notice of its intent to purchase the Affected Property as required by the Severance Agreement within this period, Unocal intends to sell the Affected Property to its Buyer on the terms disclosed above. Please send any response to this Notice to my attention, as follows: Brian J. Kelly Union Oil Company of California 376 South Valencia Avenue Brea, CA 92823 Facsimile: 714577 -1717 J.T. (Tom) Schmid, Jr. P.E. ChevronTexaco Shale Oil Company Page 3 Let me know if you have any questions or concerns regarding this Matter. Please inform me immediately if you believe this letter does not meet the requirements of Paragraph 3.3 of the Severance Agreement. Very truly yours, UNION OIL COMPANY OF CALIFORNIA Brian J. Kelly Manager, Investment Properties .BJK:P Enclosures: Legal Descriptions of Reservoir Land Map Indemnity and Release Language cc: Mary Parish, Esq. (w /o enc.) EXHIBIT A Legal Description -- Chevron Reservoir Right of First Refusal Parcel and Water Rights (Includes Unocal Parcel Nos. 7631, 7632, 7633, 7634, 7660, 7693D, 7699 and Portions of 7616, 7625, 7627A, 7639 and 7646) Township 5 South, Range 95 West,. 6th P.M. Section 30: Section 31: Lots 10, 11, 12, 13 &14 Lots 2, 3, 4, 9 & 10 Township 5 South, Range 96 West, 6th P.M. Section 25: Lots 7 and 8 Section 36: NE1/4 & SE1/4 except that part of the South 949.99 feet lying West of the Centerline of Parachute Creek. Township 6 South, Range 96 West, 6th P.M. Section 4: Lots 4, 10, 12 & and all that part of Lot 1, SE i /4NW l /4, SW 1 /4NW I/4, NW 1 /4SW 1/4 and Lot 11 lying East of the centerline of Parachute Creek Section 9: Lots 3, 4, 5, 11 & SW 1J4NW 1/4 TOGETHER with a parcel of land, referred to as the Granlce Gulch School Parcel, in the Northwest Quarter of the Southwest Quarter (NW1 /4SW1/4) of Section 4, Township 6 South, Range 96 West of the Sixth Principal Meridian, County of Garfield, State of Colorado described as follows: Starting at the Northwest corner of the Southwest quarter of Section 4, Township 6 South, Range 96 West (This Corner is located on the South side of a gulch) running down the gulch South of East 582 feet to the creek from thence down the creek West of South 207 feet from thence West 336 feet from thence North 363 feet. EXCEPTING therefrom that portion of County Road 215 that crosses the subject property including the Roadway survey parcels and slide parcels conveyed to The Board of County of Commissioners of Garfield County, Colorado in Special Warranty Deed recorded December 30, 1986 in Book 702 at Page 424 and as corrected in instrument recorded June 15, 1987 in Book 714 at Page 1. • .4•F'F..� ^�1. J- Depiction of Parachute Creels Reservoir Affected Interests 1 #: .°�iiE lei. . • con :iJ Nit 1/.4-.:+i• _AN sue::- dti;.' orb'.. t7. )lt uir:. 2 7 -p.10 • • , 4'p1 WS. • . 1 .• r7' w: i.�� �, ' 3 ltl ¢l i LIE` I � Ht� lli i i 14 1 ;' II' a Pi Ai rttn 1 lIl I '555348 07/02/2004 03:06P alGT2 9342 ti Ri_SDOR. I of 3 R i8.J 0 0.00 GARFtELD COtJM1Y CO AFTER RECORDING, RETURN TO: EnCana Oil & Gas (USA) Inc. 930 17th Street, Suite 2600 Denver, Colorado 80202 Attention: Diane Btieszr.er, E.so. DUiTCLMM DEED THIS DEED, dated June t ( , 2004, between UNION OIL COMPANY OF CALIFORNIA, a corporation duly organized and existing under the laws of the State of California C'Grantor'), whose legal address 376 South Valencia Avenue, Brea, California 92823, and TOM BROWN, INC., a corporation duly organized and existing under and by virtue of the laws of the State of Delaware ('Grantee "), whose legal address is 555 17th Street, Suite 1450, Denver, Colorado 80202: WITNESS, :hat t`te Grantor, for and in consideration of the sum of Ten and noil00 Dollars and other good anal valuable consideration. the receipt and sufficiency of which are hereby acknowledged, has remised, released, sold and QUITCLAIMED, and by these presents does remise, release, sell and QUITCLAIM unto the Grantee, its successors and assigns forever, all the right, title interest, claim and demand which the Grantor has in and to any and all real property, together with improvements, if any; situate, lying and being in; Township 4 Souih, Range 95 Township -i South, Range 95 To\°: n :nip 5 Sot:. Range 95 Township 5 South, Range. 96 Township 6 South. Range 96 Township 7 South. Range 96 West of the 6'" P.M., West of the 6* p.tvt., tV5to'thti('P 1.. West of the 6th P.M.. West of the 62111.1v1., West of the 6'1' P.M., Garfield County, Colorado, except-the fee interest to the surface rights to that parcel of real property, the legal description of which is attached as Exhibit A (the "Chevron Reservoir Right of First Refusal Parcel ") and except water storage rights related to such parcel. Grantor and Grantee agree and intend that this instillment shall convey to Grantee all of Grantor's interest in and to oil, gas and other minerals in and under the land described above (including those under the land described on attached Exhibit A) (the "Real Estate "). 'Notwithstanding the preceding, there is resen -ed unto Grantor, its successors and assigns and not conveyed herein a two percent (2%) gross royalty in all oil and gas produced from or attributable to the Real Estate conveyed herein which is produced, mined or otherwise extracted from shale "Shale Oil ") within the Green River Formation from the surface to a depth that is stratigraphicalty equivalent to the "Orange Marker" within the Garden Gulch member of the Green River Formation, such depth being the stratigraphic equivalent to a depth of 2103' in the Skelly Oil Company 41 Dry Fork Unit well, SW 1/4 NW114 SEl!4 of Section 25, Township 4 South, Range 97 West of the bth P.M., Garfield County, Colorado. For the avoidance of doubt, the foregoing royalty reserved herein voi :111'1111i: iF F,r9s1; Inira 333 ?2!20 6.1;i32 F343 :1 LSiJF -D;) 0 0 1PFtEL1 COUNT"( CO unto Gramor Ci:aritor to a cost Itce rca 1 S;Sti:s al! Shale Oil in adciition to any pre....iously existing mineral inte;csts or i7.,urdens excepted above arid is n& dr:pc:IL-lent on the existcrice (or rK,snexistoc cc) of any mineral !case ccvcrini: all or any portion oC the Rea EstaR. (3tantor may. at i.3 or:ion and in its spit diserction, elcct from timc to tickle to tak,:.' its r,yaltY shtir E.L. in. kind upon. givin:!?, Grantee at [cast ninety days prior ,,,,rittcn not.it .... of such int-tnt. IN WITNESS WHEREOF. the Grantor has. cauc1 its corp(w.tc natne o e harem:Ito sub-scribed by its attorncv-in-fact or thi3 1( day of Innt,.2.004. UNiON OIL COMPANY OF CALIFORNIA. a California corporation By. 4c—t...25" Brian J. Ker."; Attoril:yfin-Pact STATE OF COLORADO CITY AND COUNTY OF DENVER Acknowlediled before mc this day ofitine. 2004 by .Btiall 1. Kelly, Attorney-in-Fact for Union Oil Company of California. a California corpor;:lcion. tny hand and official seal. 7-re.y.Ak<, 7.7 - - :*CmisfeamEztss___ Notary Public 11!. F; 1:,Thi lvoll in hi i1J Hill 10 !343 :2,7!2.'2324 43-M6P 3i13:3,2 P344 1 ALS1OF )i R ISAO 0 ZAViEL0 COUNT! CO EXHIBIT - Crtc% con Rescr103ir Rit:ht of First Refusal ?arca and Water Riahts ( Includes Unocal Parcel 'Nos 7631, 7532.. 7633, 7634, 7660, 7693D. 7699 and Portions- of 7616. 7625. 7627A, 7639 and 7646'1 1 :2. 5 4 Section, 3 1..ozs 2. 3. 9 & l'ownsh,0 Ranee 96 '1,Vem, 6th P,M. '.3zetton 25. Lots. 7 any Section 36: EI14 & SE1/4 except that part of the South 949.09 feet lying We.,,,1 of the Centerline of Parachute Creek Township 6 South. Rue 96 West, 6th P.M. Section 41 Lots 4. 10. 12 & and all that pan of lot I SEII4NWL:, W NWILSWI,"4 and Lot 1 lying East of the centerline of Parachme Creek Scnon 9 Lots 3, 4. 5. 11 & S',V1i4NW114 TOGETHER with pArcel of :and, rel.-erred to as the Grnnlee Gulch School Parcel, in the Northwest Quarter of thc ":;oithwtSi Quarter (N Wii4SW1.14) of Section 4, Township 6 South. Range 96 West of the Sixth Principal Meridian. County of Garfield, State of Colorado described as fo:lows! Starting at thc Northwe.st corner of the Southwest quarter of SCetiOn 4, Township 6 South. Range. 96 West (This Corner is locate.d r.,-.1) the South side of a gulch) running down the gulch South of Ease 582 feet to the creek from thence down the creek West of South 207 feet from thence- West 336 It from thence, North 363 feet. EXCEPT!NG therefrom that portion of County Road 215 that crosses the subject property !minding the Roadway survey parcels and slide parcels conveyed to The Board of County of Commissioners of Garfield County, Colorado in Special Warranty Deed recorded December 30. 1986 in Book 702 at Page 424 and as corrected in instrument recorded Jung /5, 1987 in Book 7l4 3t Page 1. 111111 11111 HIED 111 111111111111 III 111 11111 1111 1111 850502 09/24/2004 03:55P B1625 P498 M ALSDORF sf 13 R 66.00 0 0.00 GARFIELD COUNTY CO 3- AFTER RECORDING, RETURN TO: EnCana Oil & Gas (USA) Inc. 950 17th Street, Suite 2600 Denver, Colorado 80202 Attention: Diane I3lieszncr, Esq. ASSIGNMENT AND ASSUMPTION AGREEMENT (Leases, ContractstPermits, and Other Rights and Intangibles) (Reservoir Parcel 11) This Assignment and Assumption Agreement (this "Assignment "), dated as of September,z ! , 2004 (the "Effective Date "), is executed by UNION OIL COMPANY OF CALIFORNIA, a California corporation ("Assignor"), and TOM BROWN, INC., a Delaware corporation ( "Assignee "). 1. Recitals. Assignor and Assignee are parties to that certain Purchase and Sale Agreement as of June 30, 2004 (as amended, the "Contract "), pursuant to which Assignor agreed to sell and Assignee agreed to buy certain real estate located in Garfield County, State of Colorado, including the parcel more fiilly described on Exhibit A (the "Property"). Pursuant to the Contract, Assignor has agreed to assign to Assignee, and Assignee has agreed to accept the assignment from Assignor, of all of Assignor's right, title, and interest in various leases ( "Leases "), contracts ( "Contracts "), permits, and other rights and intangibles as more fully set forth on Exhibit B attached hereto (collectively, the "Assigned Property"), with the understanding that the assignment and assumption are to be effective with respect to rights and liabilities accruing from and after the Effective Date. 2. Assignment and Assumption. In consideration of the purchase and sale of the Property pursuant to the Contract, Assignor assigns to Assignee all right, title, and interest of Assignor in the Assigned Property and Assignee accepts such assignment and assumes, as of the date and time of this Assignment, all of the Assignor's obligations under the Assigned Property arising on and after the date and time of this Assignment. 3. Prorations. All rent and other items of income associated with any Lease or Contract shall be prorated between the Assignor and Assignee as of the date and time of closing with an appropriate debit or credit therefor on the settlement statement delivered in connection with the closing of the Contract. AlI amounts payable with respect to the Assigned Property shall be prorated between Assignor and Assignee as of 1111111 nisi uuiii ni iiiii 1111111 lull iii uiii iui uii `660502 09/24/2004 03:55P 01625 P499 M ALSDORF 2 of 13 R 66.00 D 0.00 GARFIELD COUNTY CO the date and time of closing with an appropriate debit or credit therefor on the settlement statement delivered in connection with the closing of the Contract. 4. Indemnity. Assignor indemnifies, defends, and holds harmless Assignee from all claims, costs, expenses, and obligations of whatsoever nature, including reasonable attorneys' fees, which are an obligation of Assignor under the Assigned Property occurring or arising with respect to the period ending as of the date and time of this Assignment. Assignee indemnifies, defends, and holds harmless Assignor from all claims, costs, expenses, and obligations of whatsoever nature, including reasonable attorneys' fees, which are an obligation of Assignor or Assignee under the Assigned Property arising on or after the date and time of this Assignment. 5. Notices. Any notice or other communication permitted or required to be given pursuant to this Assignment to any party shall be deemed to have been duly given (i) three business days after being mailed by registered or certified mail, return receipt requested, (ii) one business day following its deposit with a nationally recognized courier promising next business day delivery, or (iii) immediately upon hand delivery addressed as follows: If to Assignor, to: With a copy to: With a copy to: Union Oil Company of California 376 S. Valencia Ave. Brea, California 92823 Attn: Real Estate Department — Brian J. Kelly Fax: (714) 577 -1717 Union Oil Company of California 376 S. Valencia Ave. Brea, California 92823 Attn: Legal Department -- Mary Parish, Esq. Fax: (714) 577 -2776 Sherman & Howard L.L.C. 633 Seventeenth Street, Suite 3000 Denver, CO 80202 Attn: Robert L. Brown, Esq. Fax: (303) 298 -0940 2 i uiiii uiii uiiiii ni iiiii uuiii iiiii iii uin iiii iui 660502 09/24/2004 03 55P B1625 P500 M ALSDORF 3 of 13 R 66.00 D 0.00 GARFIELD COUNTY CO If to Assignee, to: With a copy to: Tom Brown, Inc. 555 Seventeenth Street Denver, Colorado 80202 -3918 Telephone No.: (303) 260 -5619 Fax: (303) 260 -5188 Attention: David Davenport EnCana Oil & Gas (USA) Inc. 950 17th Street, Suite 2600 Denver, Colorado 80202 Attention: Diane Blieszner, Esq. Fax: (720) 956 -3655 6. Attorneys' Fees. In the event of any dispute, litigation, or other proceedings for the enforcement or interpretation of this Assignment, the nonprevailing party shall pay to the prevailing party on demand any and all costs, fees, and expenses (including reasonable attorneys' fees) incurred by the prevailing party in connection with such dispute, litigation, or proceeding or the exercise of any rights under this Assignment. 7. Contract and Interpretation. All capitalized terms not defined in this Assignment shall have the meanings given to them in the Contract. Assignor and Assignee intend that the meaning of "Assigned Property" be as broad and encompassing as necessary to effectuate the transfer from Assignor to Assignee of any and all interests of Assignor in any Leases, Contracts, permits, rights, benefits, income, revenue, and intangibles benefiting or burdening or otherwise associated with the Property. In the event of any inconsistency between the provisions of the Contract and the provisions of this Assignment, the provision in the Contract shall control. Without limiting the generality of the preceding, by way of example and not limitation, all of the provisions of the Contract regarding release and indemnity shall apply to the assignment and assumption of the Assigned Property under this Assignment. Except as expressly set forth in this Assignment or the Contract, Assignor makes no warranty or representation of any kind or nature and hereby disclaims any and all implied warranties with respect to the Assigned Property. 8. Miscellaneous. This Assignment and the Contract constitute the entire understanding of Assignor and Assignee with respect to their subject matter. This Assignment may not be modified except by written agreement of Assignor and Assignee. This Assignment may be executed in separate counterparts, all of which, taken together, shall constitute one and the same document, This Assignment shall bind and benefit Assignor, Assignee and their respective successors and assigns. 1111111 11111 1111111 111 11111 II1111I 11111 111 11111 1111 1111 660502 09/24/2004 03 55P 81625 P501 M ALSDORF 4 of 13 R 66.00 D 0.00 GARFIELD COUNTY CO This Assignment has been executed to be effective as of the date first set forth above. ASSIGNOR: UNION OIL COMPANY OF CALIFORNIA, a California corporation By: Brian T. IT'[y, A ney -in -Fact STATE OF CALIFORNIA COUNTY OF ) ss. 7 (5& A7» /I=i7 A-C /moo x .6,db6iw:o7) Acknowledged before me this day of Se er, 2004 by Brian J. Kelly as Attorney -in -Fact for Union Oil Company of Ca a, a California corporation. Witness my hand and offrc' eal. My commission ' pires: [SEAL] Notary Public [SEE SEPARATE PAGE FOR ASSIGNEE'S SIGNATURE] 4 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 660502 09/24/2004 03 55P 61625 P502 M ALSDORF 1 of 13 R 66.00 D 0.00 GARFIELD COUNTY CO ALL PURPOSE ACKNOWLEDGEMENT STATE OF CALIFORNIA ) ) SS. COUNTY OF ORANGE ) On September 17, 2004, before me, Aurora N. Legaspi, a Notary Public, personally appeared Brian J. Kelly, personally known to me to be the person whose name is subscribed to the within instrwnent and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument on behalf of said corporation. Witness my hand and official seal. Notary Public AURORA N. IMAM Commission • 1079 Way Public - Callomio PA/Comm. Exprss Ool20, ATTENTION NOTARY: Although the information requested below is optional, it could prevent fraudulent attachment of this certification to unauthorized document. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT. Title or Type of Document: Assignment and Assumption Agreement Number of Pages: 5 pages including Exhibits A &B total of 12 Date of Document: September 17, 2004 Capacity of Signer: Attorney -in -Fact Signer Represents: Union Oil Company of California Signer(s) Other Than Named Above: Eric D. Marsh 1111111111111111111111111I1111111111011111111111111 111 • 660502 03:55P B1625 ASSIGNEE: TOM BROWN, INC., a Delawa to -corporation By: W jL Eric D. Marsh, Vice President STATE OF COLORADO } ss. CITY AND COUNTY OF DENVER The foregoing instrument was acknowledged before me this 2-) day of September, 2004, by Eric D. Marsh, as Vice President of Tom Brown, Inc., a Delaware corporation. Witness my hand and official seal. My commission expires: My Commission ExpiresJulyi &2r. [SEAL] .. c 0 : • Z. '' ;��� ,�.� .... .';1 ,I1+ /,, "/. .11..1........... 5 f (0P—f-j 1111111` 111111111111111111111111111111111111111111111111 660502 09/24/2004 03 :55P 81625 P504 M ALSDORF 7 of 13 R 66.00 D 0.00 GARFIELD COUNTY CO EXHIBI`I' A Legal Description of Reservoir Parcel (Includes Unocal Parcel Nos. 7631., 7632, 7633, 7634, 7660, 7693D, 7699 and Portions of 7616, 7625, 7627A, 7639 and 7646) Township 5 South, Range 95 West, 6th P.M. Section 30: Lots 10, 11, 12, 13 & 14 Section 31: Lots 2, 3, 4, 9 & 10 Township 5 South, Range 96 West, 6th P.M. Section 25: Lots 7 and 8 Section 36: NE1 /4 & SE1/4 except that part of the South 949.99 feet lying West of the Centerline of Parachute Creek. Township 6 South, Range 96 West, 6th P.M. Section 4: Lots 4, 10, 12 & and all that part of Lot 1, S1;1 /4NW 1/4, SW 1 /4NW 1/4, NW1 /4SW1 /4 and Lot 11 lying East of the centerline of Parachute Creek Section 9: Lots 3, 4, 5, 11 & SW1 /4NW 1/4 TOGETHER with Grantor's 50% interest in a parcel of land, referred to as the Granlee Gulch School Parcel, in the Northwest Quarter of the Southwest Quarter (NW1 /4SW1 /4) of Section 4, Township 6 South, Range 96 West of the Sixth Principal Meridian, County of Garfield, State of Colorado described as follows: Starting at the Northwest corner of the Southwest quarter of Section 4, Township 6 South, Range 96 West (This Comer is located on the South side of a gulch) running down the gulch South of East 582 feet to the creek from thence down the creek West of South 207 feet from thence West 336 feet from thence North 363 feet. EXCEPTING therefrom that portion of County Road 215 that crosses the subject property including the Roadway survey parcels and slide parcels conveyed to The Board of County of Commissioners of Garfield County, Colorado in Special Warranty Deed recorded December 30, 1986 in Book 702 at Page 424 and as corrected in instrument recorded June 15, 1987 in Book 714 at Page 1. 1 111111 1 1111 1111111 11111 1 11111 111 11 III 1E11 111111 11 660501 09/24/2004 03.52P B1625 P485 ri AL.SDORF 1 of 13 R 66.00 D 183.50 GARPIELD COUNTY CO AFTER RECORDING, Rlx;`I URN TO: EnCana Oil & Gas (USA) Inc. 950 17`1 Street, Suite 2600 Denver, Colorado 80202 Attention: Diane Blieszner, Esq. SPECIAL WARRANTY DEED UNION OIL COMPANY OF CALIFORNIA, a corporation duly organized and existing under and by virtue of the laws of the State of California ( "Grantor "), whose legal address is 376 South Valencia Avenue, Brea, California 92823, for the consideration of Ten and 00/100` Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby 0, acknowledged, in hand paid, hereby sells and conveys to TOM BROWN, INC., a corporation duly ‘,-) organized and existing under and by virtue of the laws of the State ofDelaware ( "Grantee "), whose ,a, legal address is 555 17`h Street, Suite 1850, Denver, Colorado 80202, all the real property, together l' with improvements, if any, situate, lying and being in the County of Garfield and State ofColorado, • to wit: SEE EXHIBIT A ATTACHED HERETO AND INCORPORATED HEREIN BY REFERENCE, ..l with all its appurtenances (the "Real Estate "), and warrants the title to the same against all persons claiming under Grantor, subject to taxes for the current year, which constitute a lien not yet due or payable, and subject to all matters listed on attached Exhibit B. The preceding warranty is intended by Grantor to be made to Grantee only and is not intended to benefit any future owner or encumbrancer of the property and shall not run with the land. RESERVATIONS 13y Quitclaim Deed dated June 11, 2004 and recorded in the Office of the Clerk and Recorder, Garfield County, Colorado, on July 2, 2004 in Book 1602 at Page 342, Grantor conveyed to Grantee all of Grantor's interest in and to oil, gas and other minerals in and under the Real Estate and Grantor reserved a two percent (2 %) gross royalty in certain oil and gas produced from or attributable to the Real Estate (the "Reserved Royalty Interest "). Grantor and Grantee agree and intend that this instrument shall not convey to Grantee the Reserved Royalty Interest, all of which is expressly reserved by Grantor. [SEE PAGE 2 FOR SIGNATURE] 1 .1111111 Hill 1111111111 11111 Bin 111 111111111 1111 660501 09/24/2004 03 52P B1625 P486 M RLSDORF of 13 R 66.00 D 183.50 GARFIELD COUNTY CO IN WITNESS WHEREOF, the Graxztor has caused its corporate name to be hereunto subscribed by its attorney -in -fact on this 5 day of September, 2004. STATE OF CALIFORNIA COUNTY OF UNION OIL COMPANY OF CALIFORNIA, a California corporation (-S ' / 74 c;4 2 ss. ;b7) Acknowledged before me this day of Septe : r, 2004 by Brian J. Kelly, Attorney -in- Fact for Union Oil Company of California, a Cal' Witness my hand and offici. eal. [SEAL] My Co fission Expires: 2 a corporation. Notary Public 1111III 111111111111111 111111111111 11111 111 11111 11111111 660501 09/24/2004 03152P 61625 P487 M ALSDORF of 13 R 66.00 D 183.50 GARFIELD COUNTY CO ALL PURPOSE ACKNOWLEDGEMENT STATE OF CALIFORNIA ) ) SS. COUNTY OF ORANGE ) On September 17, 2004, before me, Aurora N. Legaspi, a Notary Public, personally appeared Brian 3. Kelly, personally known to me to be the person whose name is subscribed to the within instrut sent and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument on behalf of said corporation. Witness my hand and official seal. „q, Notary Public ATTENTION NOTARY: Although the information requested below is optional, it could prevent fraudulent attachment of this certification to unauthorized document. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT. Title or Type of Document: Special Warranty Deed Nuinber of Pages: 2 pages including Exhibits A &13 total of 12 Date of Document: September 17,2004 Capacity of Signer: Attorney -in -Fact Signer Represents: Union Oil Company of California Signer(s) Other Than Named Above: None 1111111 11111 111E11 111 11111 1111111 11111111 11111 LEI 660501 09/24/2004 03 52P 01625 P488 M ALSDORF A of 13 R 66.00 D 183.50 GARFIELD COUNTY Co _EXHIBIT A Legal Description of Reservoir Parcel (Includes Unocal Parcel Nos. 7631, 7632, 7633, 7634, 7660, 7693D, 7699 and Portions of 7616, 7625, 7627A, 7639 and 7646) Township 5 South, Range 95 West, 6th P.M. Section 30: Section 31: Lots 10, 11, 12, 13 & 14 Lots2,3,4,9& 10 Township 5 South, Range 96 West, 6th P.M. Section 25: Lots 7 and 8 Section 36: NE1 /4 & SE1 /4 except that part of the South 949.99 feet lying West of the Centerline of Parachute Creek. Township 6 South, Range 96 West, 61h P.M. Section 4: Lots 4, 10, 12 & and all that part of Lot 1, SEI /4NW1 /4, SWI /4NW1/4, NW 1 /4SW I/4 and Lot 11 lying East of the centerline of Parachute Creek Section 9: Lots 3, 4, 5, 11 & SWI /4NWI /4 TOGETHER with Grantor's 5O% interest in a parcel of land, referred to as the Granlee Gulch School Parcel, in the Northwest Quarter of the Southwest Quarter (NW 1 /4SW 1/4) of Section 4, Township 6 South, Range 96 West of the Sixth Principal Meridian, County of Garfield, State of Colorado described as follows: Starting at the Northwest corner of the Southwest quarter of Section 4, Township 6 South, Range 96 West (This Corner is located on the South side of a gulch) running down the gulch South of East 582 feet to the creek from thence down the creek West of South 207 feet from thence West 336 feet from thence North 363 feet. EXCEPTING therefrom that portion of County Road 215 that crosses the subject property including the Roadway survey parcels and slide parcels conveyed to The Board of County of Commissioners of Garfield County, Colorado in Special Warranty Deed recorded Decetnber 30, 1986 in Book 702 at Page 424 and as corrected in instrument recorded June 15, 1987 in Book 714 at Page 1. A-1 sswKwa.dnn +nrrdea;t rr-•,.•• ✓ -ter �s.ran,ncr :.tin,w.... ., 234 138 k...- .. Vesting Deed #1 19 WITNESS !flit ?RSOP, The Bald party of the firot part hem hereunto cot hie hand end seal the day and year firer •bore written. In the presence of ° dotal Costello R. E. eetkine ST..TS OF COLORADO, 1 -55. City and County of Poorer.) Aenwlck P. Rolston 1;14.50 1.:i,5. C.: U C L R. I. Yarg■ret Lluth Sayer, * Notary Public in end for acid County, In the tot aforesaid, do hereby certify that Renwick 1', Rolston, who la personally known to roc to be The person whose maze to schees-bed to the foregoing deed, eppoared before no thSa day in person end acknowledged that he [signed, aoolod end daft :•red thu said Snot ru.^_ent of writing es hie free and voluntary set end deed, for the ueae and narroeae therein oat forth. Liven under my bond and Notarial Seal, this 10th day of November, A. D. 1922. 1(y aoeatuiI t expires Oct. 30th, 1926. AJ 'IL6D FOR aEcel+ O T . 1 , 19n, at 0:16 o'clock A. N. 1C. 60760. glirga-st Ruth Raper -]rotary Pabl1s. AL:_a J. ?RO�STt�. :OND:R. 7k1LRAL�T7 p�RD N IS DEN). Nada ::rte 10th dry of November. in the year of our Lord one thousand nine hundred and twenty -two. betneen i::SL,TIcZ P. RALSTON. of •?ichita, 1'ensae, of tho first part, and 1FNIC11 OIL COUJARY OF CALIFORNIA. a "allfornla cornoretton, queiifted 3rd authorised to trenaect bsetneae in the State of coloredo, cf the second part; erT3:SZS!: :: That the ealC rant; of thn first pert, for and In consideration of the sue of Oee 41.00) Diller, amyl other valuable consideration, tJ the said nary of the first pert in hand paid by the sold party of the almond part. the receipt of which le hereby confessed and acknowledged, has granted, bargained, sold end conveyed, aryl by these presents does grant, bargain. sell, convey end confirm unto the sold party of the second pert, its e°lcoeeoore end miens forever, 811 the following described mining claim or pram;m0e aitunte, lying r,' 'oeing tp the County a.' .7r,rf1eld, land State of •Erode. t -- rtt °, :ha '3. :o. .. 3. . No. 4, J. B. No. 5. and 3. g. No. 6, plvear 71nin elsi,e, ai :onto 'in ❑erflold 4ou-nt„ ;:o.ora.do. dtscribed ea folly^; the J. S. .. S claim a>aprielna the Lots tan, twelve, thirteen and fourtxaa of doetlon four In Township six e04th :Snge nl:not, -six west of the Sixth Princin+.1 Ntridianl the :. R. U. ilo. t, C114 cssorie1ir thy; hots one, too and three of Section nine acid ';oc; :dnip and Aange; :he J. a. So. 5, co7;tria:.'ne the Lots five, o1 n and seven of said Section oicr; and the J. 2. ;;o. 6 olai:a o nl:ri.tng the coat lul of thu north°.dst ,,uortor aria the Lots one and too of section test said To +.n nip and Rungs; the proalaeo herili grunted cu•ala.ni!,t, _!re hundred , -, :o car_: and forty -.five huidredthe of an 'era. TODtT3iiR with all and singular the herodtta'wtnte end sppurtoconene tharezxtto belonging, or in nnyotoe entertaining, and the rararelnn and revereione, remainder oral remaiadera, rents, limes end profits thereof; and all the estate, rleht. title, interest, claim and demand whatsoever, of the chid party of the firer *ert, either in lee or equity, of in and to the above bargained promisee, with the herodite write and eonurtenenaes. TO HAVE ARM TO HID the said prenaoes above bargained end deecribad, with the apourtenancee unto 'Union Oil Company of California. a corporation, the sold nur•ty of the second part. its SUacateore and neeigna forever: auhleot, nevertheless, to the following conditions aril etlptletlona: P1AST. That the grant hereby made to restricted in its exterior Units to the boundartea of the esld mining nreniees, and to any ?strip or ladsa of quartz or other rock in place bearing gold, silver, cinnabar, lead, tin, copper,'91' other valuable deposits, w1iioh may have been discovered within sold limits nubaequent to and which were not known to saint on Deoeober 16, 1921, SECOND. That ahoold any ve.n or lode of quarts or other rook In place b 'ing gold, silver, cinnabar, lead, tin, copper, or other valuable deposits, be oleived known to exist witltist the above- deecribad premitae et said lest -named dote, the sans 1e • xpraeed: /scooted and excluded from thee, prevents. THIRD. That the trustees horeby conveyed Abell be held eublaat to any vested and ■ carved water rtghta for mining, agrlrol# may tural. er nufo '.ot1ng, Or other purposoe, and right: to J - `ca and reservoir.; uctd in eenneetien with such water rights se may be recaugIIited end eeknowledged by 'ho local Iowa, customs, and decisions of the courts. And there to reserved from the lend. hereby granted a right of way thereon for ditches or canals oonotrueted by the authority of the United Steles. WORM That In the absence of necessary legislation by Congrase, the Legislature of Colorado may provide rules for working the mining claim or premixes hereby granted, involving ossertecte, drainage, and other necessary means to the complete development ;thereof. And the loll Renwick P. Ralston, part; of the fret part. for himself, his heirs. oxeo »tors and ed ntnletratore, dose covenant grant, bargain and agree to and with the amid party of the accord part, !ts sncoeseore and aaetgne, thnt at the t1la of the eneaaling i v, "Ail •.a:J. r.:- ,a 138 11 4 CO. 60762. g006. anre perfect. • solute so itde as ble es ate of i -r anoe in law, n'fee simple, end hes Rood right, full power end lawful evthority to grcnt, bargain, sell end convey the same in manner in fern aforesaid, and thst the some are tree end clear from -e11 former end other grants, terrine. ■ales, lions, Saxee. aeseoweent■ ■n4 inoua{breneee of whatever kind or nature eoever, end the ■hors bargained premises In the quiet end Oesoeeble possession Of the said party of the seaond *art, its snouessors and restene, against all and every person Or versos@ lawfully claiming or tO oloi u the whole Or a pert thereof. the void 'party of the first part shall end will WARRANT Ai1D roR.WRR MUD. • Bald party of the first part expressly waives tiny and all right under the hose - stead exemption laws of the state of Colorado ina0fer se the said right, pertain to the lends herein conveyed. IN 1rTMESS 411$t60P. The said party of the firer port hes hereunto set hid hand end seal the day end year first store written. In the presence of easel COgt?110 R. ._Uothins 01G.6o i. R.:. _ ?ianwiek ?, Aaleton� S'r N OP Colorado . 1 1 -38. City a COUNTY 01 Dourer.) 1, gargoret Ruth Sayer, a Notary Public in and for said County. in the atete aforesaid, do hereby certify that Renwick 2, itslstan, who to personally mown to me to be the person whose na:e Is subscribed to the foregoing Dead, eppesred before me this coy in potion end aolnuwlodged that he signed, scaled end delivered the geld iaetrument of writing as his free and voluntesy sot end deadjj for the usca and purnosea thorns eat forth. Given under my hand and Notarial Seal, this lath ley Of November. A. D. 1922. coait9aton @soiree October 304h. 1926. Margaret Ruth Sayer dairy P ubTf c, i: . c;i' ;:c1.,. 15, 1902 at 8:12 o' cica;c 1.. LT 3 j. EUC; 144, STATK OP Cowal.D0, 1 es. County of Csrfie14.1 DECREE op 1iz x41,0g IN TRE COUNTY COUNT, September Term, .. D. 1922. On Nednenda;• the 6th ley of Uovemb ir, A. D. 1922, deguler Officers Present. in 70110 #f 7Y11t 0? Tlirt soTATa GP 1 11o. 3 -640 Minnie d. Miller, Dscsaeed. 1 Dr:CAXA 0? 96138111P, now on this day comes C. G. Miller, mad thereupon the ratter of the ascertain- :4 merit and determination of the heirs of the 'aid deo'eesd coaing•on regularly to be heard It upon peitt0n of C. 0. hiller. pursuant to order of Court heretofore entered herein. ..1i And it appearing to the Court from the records and fifes herein that notices hove bean :'c regularly issued and served opon the claimants se heirs at law, maid to resider in the :4,5 stet. of Colorado, mentioned in said position, as evidenced by the returns thereon; and it further eppeering that said noti0a hoe been regularly tehRed':add served u -on the claimant' se heirs at law, said t0 reside in the State of Colorado, mentioned in said petition, se evidenced by the returns thereon; sod it further eppeortna that "eta notice has been regularly published a000rding to law, as evidenced by the affidavit of the .;r publisher of The 4ifIa Tologran, filed heroin. And thsie0pon, the Court having reeetved end heard the testimony sore proofs introduced herein, apt laving considered the moms!. end being sufftuieatly edvioed in the premises, doth p Pied. Ascertain and Determine That said drooesed died On or Oleo' the dth day of Jsouaty. h. D. 1920. while areetdeft Of the Stet' of Colorado and Corset of Garfield, leaving intestate lands, tenements or hereditatisntet that due and ouffloien. notice hero« of hos bran had a000rding to law; that the sole end only heirs at low of said Uirmie 2, )filler, den a red, and their fatereetaiiii rate a'tete, are se follows. 0d -wit: • PRE imiaTI002A1P PRACtI4FA ib J iiiTte no inoietor "aaushter ona.t C. 9. Rillsr 000 - one -third Harold X. Uhler grand *son one -sixth Usrgasrite Biller grand - daughter one -sixth Uherenaon it is OADSA20. ,JUNCO, 11ND DSCRSHD By the Court that the geld heirs et law are siined arid possessed of ell the right, title and interact whieh,tbe sold deoeseed enjoyed daring her lifetime in end to any end 111 lends..tenemonte, hereditament, or.10tbsr property of which the said deoessed died seised and possessed. Dona in open Court this Oth day of 1levember, A. D. 1922. Ay the Catult J. 1. Roil (31111 Mu1Ne. 536 201 :fr +'^vri;sSiiv„i, tdr:;:4t$. -i1 .. , Vesting Deed #2 as a desaription of the proportionate ahiree of water and water right, ditch end ditch rlgbta In the Kelly Dttab er.d in the Erene Ditab in Water District Po. 39 of the State of Colorado, end priori v ie, - belonging to Said ditches. 7- That ismedietely after the said 22nd day of August, 1917, the plaintiff herein want into full and complete possession of ell of said lands and water rights no totended to be conveyed, end has aver since been in the open, notorious, exclusive, continue::: c.-.d ed ^arse pcesseafon of avid )ends and rater rights, and has ever since regularly paid all taxes legally easeased thereon. T. That so td deed no recorded in said Book 110 at page 33 of the records of the County Clerk and Recorder of Garfield County, Colorado, should be reformed no as to include all of the lands arA water rights so purchased by the plaintiff, and which were intended Lo be conveyed by said deni, end to cover the loads an water rights omitted therefrom by inadertenen and mutual mistake. 9.. That the plaintiff in owner in fee and in possession bf the whole of the loads and water rights herelnbefore described. 1r11.RSF0Rt, IT 75 1!ERE'T CONSIDERED, ORDERED, ACJUiCPD end DECK. D: 1- That that instrument reoorded in gook 110 at page 7) of the records of the County C end Recorder of Garfield County, Colorado, be and the ease hereby in, reformed to include the Southeest quarter of the Southwest Quarter (SEISW1) of Section Twenty- coven (27y, °ownship seven fly South, Range ninety -six 19b)"`d the Sixth Principal meridian, and also the proportionate shares of-roller end we ri{hta, ditch and ditch rights In the Kelly Ditch and in the Evens Ditch in Water District No. )9 of the State of Colorado, and the priorities belonging to geld ditohea and applied upon any part of the land described in sold instrument recorded in Book 110 at pnge 33 of ^aid records, either en originally recorded, or as hereby reformed. 2. That the plaintiff in the owner in fee, and in possession of all of the lands and wetter rights described in said instr=ument recorded in Saok 110 at ;Age 33 of the records of the County Clerk and Recorder of Garfield County, Colorado, and of the lends and water rights heroin found to have been tnadrertenly and by mutual mistake, omitted from cold instrument and of all lends and water rights at eny Once described in this finding and decree, and that the defendant has no right, title or interest In or to sold lands or water rights, or any pert thereof. 3. That the defendant and ell persona claiming, or to claim by, throuGh or under him, be, and he and they hereby are, perpetually enjoined frost setting up or asserting any right, title or Internet in or to sold lands ar water rights, or any part thereof, adverse to the plaintiff or his ouccesnors or assizes. Done in open court this lath day of February, BY THE CCURr: ?tote- The above and foregoing to be a full True end couplet copy of Dearetel Order entered herein this 113th day of ?ebrunry 1943- Witness my bend end seal of the Cnurt. SOSM R. CLARK ;ohm S Woody Clerk of the District Court Sudge, Plied for record Pct 21,. 1943 nt 3:20 o'clock P.if. ',jolter J. Frost., Recorder ".. /146626 g). ?t] l- R.. 0, Canceled. WARRANTY DE110 TICS DEED, Rode this 17th day of February, 1943., between =TOM Z. CRANLES end CLABL 3. ZE , husband and wife, of the County of Los Angeles, State of California, of the first part, and UNION OIL COMPANY OF CALIFORNIA, a California corporation quel authorized to transact business in the State of Colorado, of the second pert; WlTYEDSE'l'll: That the said parties of the first pert, for end in consideration of the sun of Ten Dollars ($14.00) end other valuable consideration, to the said parties of the first port in hood paid by the said party of the second part, the receipt whereof In hereby confessed and ecknoxledged, nave granted, bargained, sold and conveyed, end by these presents do grant, bargain, sell, convey and confirm unto the said party of erk fled and c rd 201 537 :he second pert, its eucovesore end asslgne forever, 611 the following described lots or parcels or lend situate, Lying and being in the County of Ger(ld:d and State of Colorado, to -wit: Tho South hate of the Northwest quarter (Si mil; and the Northwest quarter of tho Southwest quarter (NN? 2d1), and.Lot 1, and Lot 5(noaetimes ael'.ed Lot 7) or Ser ion 4, :1fp. 6 South, Range 96 West, Gth P.M., i:lC.';P'f1MG therefrom the North one- fourth (LA) of Lots 1 end $ and that parcel of land described in deed from U. E. Graalee to District No. 7 Garfield County, dated May 20, 1903, end recorded July 26, 1915, in Rook 100 et Page 61, Racorda of Gerfieid County, Colorado. eantnining 200 acres, more or less. TOGETHER with ell odd singular the hareditanents And nppurtonances thereunto belonging, or In anywise appertaining, and the reversion and reversions, remainder and remainders, rents, Sasuea. one profits thereof; and all the estate, right, title, interest, olaia and demand whntsaever, of the raid parties of the first pert, dither in law or equity, ot, in and to the above bargained premises, with the hereditemeute end appurtennncee, including water rights of Ullton E. Cren'_ee as set forth in In the deereu of February 20th, 1900, in the District Court of Garfield County, Colorado coverlag the rights to the use of water through the Orenlue and the Hughes and Cox Enlargement and Extension thereof in Water District No, 39, and as set forth in the decree of December 29th, 1903 of the Dletrict Court of 'Garfield County, :olorodo, covering the rights to the use of water through tho Parachute High Line Ditch from the East fork of Perechatr Creek in Welter District Nb. 3 and any other writer rights partalning to the ihnd hereby conveyed. 'f0 HAVE AND TO 1101.D the avid premises above bargained and described, with the aspurtenaneos unto Union Oil Coeapiny of California, a corpurstion, tee said ;.errty or the nennnd pert, Ito er,neeeeore and nnet,rn:'. fnrnv.u, Ord L'n role 1IIJ.nn M. rranlcc and C I,rn W. Crnr.Iee, pnrtiee of tho first part, for themselves, their heirs, seccutors, end adminl3tr:ators, do covenant, grant, bargain and agree to and with the Held party of the seaood pert, its t.c:essors and asslgne, that at the Lim, of tha enneeltng end delivery or these presents, they are well seized of the prenieee above conveyed, an of good, sure, perfect, absolute and tndefeae1b.e estate of inheritance, in law, in fee einpel, and have good right, full power end Lawful nnthority to grant, bargain, sell and convey the same, in manner and farm aforesaid, end that the same are free and clear from all former and other grAnto, bargains, liens, taxes, asseeements and incrrmbrancea of whatever K1n4 or return ,never, nod the above bargained premises, in the quiet and peaceable possession of the said party of the second part. it3 eueregaore or assigns, agaihst all and every person or persona lawfully claiming or to claim the whole or any port thereof, the said partied of the i first pars shall and will WARRANT AND ?ORP.YER 0f 1D. Said parties of the first part expressly waive any and ail rll;hte under the hoaesteed end exemption lows of the State of Colorado insofar as the neid rlghto pertain to the lends herein oetveyed_ IN'W1:'NEOS WHEREOF, the seta parties of the first part hove hereunto set their hands and coals the day end year first above erittee. Witnessed ty John L. Church STATE OF CALIFORNIA Y far COUNTY OF LOS ANGSLES. ) Altito= E.. Cranloe Clare O. Grantee I,' N. R. Durbin, a Notary, public] in and for said County, In the State aforesaid, do hereby mortify that HILTON E. CRAMP end CLARA D. CRANLEE, who are personally kncwn to re to be the persons whose noses era sub :cribed to the annexed Deed, appeared before cm this day in person, and acknowledged that they sl6ned, sealed and delivered the said instrument of writing as their free and voluntary act, for the uses and purposes therein set forth. ivan under my bond end natnriel seal, this 17th day of February, A. D. 1943. W, R. Durbin Notary Public t;otory Public In end for the County of Angeles, State of California lacy commission expires dune 7, 1944 Sled for record Feb. 23, 19r,,, e. 3 :24 o'clock y_:[. Walter J. Pros., Reca:dor 0- • 4 iv- - SfCIVA, S?. '55. R95w Grnti�. f'Cmre Od and Cos (USA:. Inc. Mtn I / f I / 1 / 1 / / / / / / / / / SEtt)ON d'. 155. POW Owner: En:0n0 OJ •n.o Cos (USAI aGENU 4i9 S•C)7®ti COM I.0CA IF0 Qe SEC'))ON CORNEA cACCUn.A'EO • t. TA.W Cl ic S.M"-M wP tofA rt. 4r.rcJi NW AC ma t_- .[TPA. d +P w C_w[ • SUM/ �.o uaas or.♦ AMER MM. 01.11.140 wseryy mop some 1'.1000° «I. r. zeGfror Yard #2 SO Pin NNW RIB 100110E BMW Y.M •• FEET OF 11l tit! Ili a{ !li I I Ill ill1111311.111 355348 07/x212004 03:06P 81502 P342 N aLSDORF 1 of 3 R 16,CT 0 4.00 GARFIELD COUNTY CO AFTER RECORDING, RE TURN TO: EnCarta Oil Gas (USA) Inc. 950 17th Street, Suite 2600 Denver. Colorado 80202 Attention: Diane BCieszn r, Iraq. QUITCLAIM DEED THIS DEED, dated June r I , 2004, between UNION OIL COMPANY OF CALIFORNIA, a corporation duly organized and existing under the laws of the Stu of California ( "Grantor"), whose legal address 376 South Valencia Avenue, Brea, California 92823, and TOM BRO\VN, INC., :t corporation duly organized and existing under and by virtue of the laws of the State of Delaware ( "Grantee "), whose legal address is 555 17th Street. Suite 1850, Denver, Colorado 80202: WITNESS, that the Grantor, for and in consideration of the sum of Ten and nofl00 Dollars _ and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, has remised, released, sold and QUITCLAIMED, arid by these presents does remise, -release, sell and QI. ;I'I'CLA,ivl unto the Grantee, its successors and assigns forever, all the right, title, interest, claim and demand which the Grantor has in and to any and all real property, together with improvements, if any, situate, lying and being in: Township 4 South, Range 95 West of the 6'h P.M., Township 4 South, Range 95 West of the 6th P.M., Township 5 South, Range 95 West of the ti'" P.M.. Township 5 South. Range 96 West of the 66 P.M.. Township 6 South. Range 96 West of the 6'''' i'.141., Township 7 South, Range 96 West of the 6`'' P.M., Garfield County, Colorado, except the fee interest to the surface rights to that parcel circa] property, the legal description of which is attached as Exhibit A (the ''Chevron Reservoir Right of First Refusal Parcel ") and except water storage rights related to such parcel_. Grantor and Grantee agree and intend that this instrument shall convey to Grantee all of Grantor's interest in and to oil, gas and other minerals in and under the land described above ('including those under the land described on attached Exhibit A) (the `Real Estate "). Notwithstanding the preceding, there is reserved unto Grantor, its successors and assigns and not conveyed herein a two percent (2 %) gross royalty in all oil and gas produced from or attributable to the Real Estate conveyed herein which is produced, mined or otherwise extracted from shale ( "Shale Oil ") within the Green River Formation from the surface to a depth that is stratigraphically equivalent to the "Orange Marker" within the Garden Gulch member of the Green River Formation, such depth being the stratigraphic equivalent to a depth of 2105' in the Skelly Oil Company r<I Dry Fork Unit well, SW1l4 NW1/4 SE114 of Section 25, Township 4 South, Range 97 West of the 6th P.M., Garfield County. Colorado. For the avoidance of doub!, the foregoing royalty reserved herein pop 1III 0! 111 5:715348 eVrt12/V.T.1 n:eSP p343 M %_500r!F NRFIE.LO r;OUNTY CO unto Grantor sall entitle Grantor to a cost fr .ee. sitar < cqual to two percent cf NfStlis ot aU Shale Oil in addition to riny previously existing mineral interests or burdens excepted above tind is not &pendent on ,i� existence or noncNistencc) of any mineral lease covering all or any portion of thc Real Estate. Grantor may, at its option and in its sole discretion, elect from time to time to take its royalty share in kind upon giving Grantee at least ninety days prior written notice of such intent. 1 WITNESS WHEREOF_ the Grantor has caused its corporate name to be hereunto subscribed by its attorney-in-fact on this /1 dav of June, 2004. UNION OIL COMPANY OF CALIFORNIA, a California corporation By: -`"frjr7 Brian!, Kel1 Artorn.2yin-Fact sTATE. OF COLORADO ss. erre AND COUNTY OF DENVER Acknowledged before me this dav °filmic, 2004 by .Brian 1. Kelly, Attorney-in-Fact for Union Oil Company of California. a California corporation. Witness my hand and official seal, - HI . • Notary Public 1.... 7 •:.-',5.1i Commission Expires: ). 0,..... .., ' , .031,..,. 13 ."..).... '-t 1 •-4..f., _„„.. q,",■: I ,11"11],ilio 1, J11111111111 I L411 o , _ 11 4 1 : • 1 5.55348 V.4)227717:4 Bitio., P344 1 ..ILSWPF 3 oi 3 R 16A0 0 '.3.n CARFIELO COUNTY CO. EXHIBIT A Le:d Doc' intion - Chevron Reservoir Rivitt of First Refusal PaNel and W a t e r Ri..hts (Includes Unocal Parcel Ni s 7631, 763-2, 7633, 7634, 7660, 76930, 7699 and Portions of 7616. 7625. 7627A, 7639 and 76-16) .1 ow nship 3oaill,Rantie 95 West. 6th PAL Scerion 39 Lots 10. 11. 12. 13 Section 31: LOB 2, 3. 4,9 & 10 Township 5 South. Range ')6 West. 6th P.M. Section 25: Lots 7 and 8 Section 36: NE 1/4 & SE114 except that ran of the South 949.99 feet lying West of the Centerline of Parachute Creek. Township 6 South. Raire 96 West, 6tli P.M. Szetion 4, Lots 4. 10. 12 & and all that part ..;1 Lot !. SEIINW14, SW1/4:01114. NWI4SW1 ard Lot 1 lying Fast of the centerline of Parachute Creek Section 9. Lots 7,, -1, 11 & SWII4NA 114 TOGF:I.HER with parcel of !and. referred o as the Granlce tiulch School Parcel, in the Northwest Quarter of the Suritip.vest Quarter (NW Ii4SW1.4) of Section 4, Township 6 South. Range 96 West of the Sixth Principal Meridian. County of Garfield, State of Colorado described as follOWt•11 Starting at the Nortwest comer of the Southwest quarter of Section 4, Township 6 South, Range 96 West (This Corner is located on the South side of a gulch) running down the, gulch South of East 582 feet to the creek from thence down the creek West of South 207 feet from thence West 336 1;.tet from thence North 363 feet. EXCEPTING therekom that portion of County Road 215 that crosses the subject property including the Roadway survey parcels and slide parcels conveyed to The Board of County of Commissioners of Garfield County, Colorado in Special Warranty Deed recorded Decetnber 30. 1986 in Book 702 at Page 424 and as corrected in instrument recorded June 15, 1987 in Book 714 at Page I. 111 1111 11111 1111111 111 11111 1111111 111111 1111111111111 660502 09/24/2004 03 55P B1625 P498 M ALSDORF f 13 R 66.00 D 0.00 GARFIELD COUNTY CO AFTER RECORDING, RETURN TO: EnCana Oil & Gas (USA) Inc. 950 17th Street, Suite 2600 Denver, Colorado 80202 Attention: Diane Blieszner, Esq. ASSIGNMENT ANI) ASSUMPTION AGREEMENT (Leases, Contracts, Permits, and Other Rights and Intangibles) (Reservoir Parcel 11) This Assignment and Assumption Agreement (this "Assignment "), dated as of September. ! , 2004 (the "Effective Date "), is executed by UNION OIL COMPANY OF CALIFORNIA, a California corporation ( "Assignor "), and TOM BROWN, INC., a Delaware corporation ( "Assignee "). 1, Recitals. Assignor and Assignee are parties to that certain Purchase and Sale Agreement as of June 30, 2004 (as amended, the "Contract "), pursuant to which Assignor agreed to sell and Assignee agreed to buy certain real estate located in Garfield County, State of Colorado, including the parcel more fully described on Exhibit A (the "Property "). Pursuant to the Contract, Assignor has agreed to assign to Assignee, and Assignee has agreed to accept the assignment from Assignor, of all of Assignor's right, title, and interest in various leases ( "Leases "), contracts ( "Contracts "), permits, and other rights and intangibles as more fully set forth on Exhibit 13 attached hereto (collectively, the "Assigned Property "), with the understanding that the assignment and assumption are to be effective with respect to rights and liabilities accruing from and after the Effective Date. 2. Assignment and Assumption. In consideration of the purchase and sale of the Property pursuant to the Contract, Assignor assigns to Assignee all right, title, and interest of Assignor in the Assigned Property and Assignee accepts such assignment and assumes, as of the date and time of this Assignment, all of the Assignor's obligations under the Assigned Property arising on and after the date and time of this Assignment. 3. Prorations. All rent and other items of income associated with any Lease or Contract shall be prorated between the Assignor and Assignee as of the date and time of closing with an appropriate debit or credit therefor on the settlement statement delivered in connection with the closing of the Contract. All amounts payable with respect to the Assigned Property shall be prorated between Assignor and Assignee as of iiiii 1111111 111 till Ililili 11111 III 11111 1111 1111 '660502 09/24/2004 03 55P 01625 P499 M ALSDORF 2 of 13 R 66.00 0 0.00 GARFIELD COUNTY CO the date and time of closing with an appropriate debit or credit therefor on the settlement statement delivered in connection with the closing of the Contract. 4. Indemnity. Assignor indemnifies, defends, and holds harmless Assignee from all claims, costs, expenses, and obligations of whatsoever nature, including reasonable attorneys' fees, which are an obligation of Assignor under the Assigned Property occurring or arising with respect to the period ending as of the date and time of this Assignment. Assignee indemnifies, defends, and holds harmless Assignor from all claims, costs, expenses, and obligations of whatsoever nature, including reasonable attorneys' fees, which are an obligation of Assignor or Assignee under the Assigned Property arising on or after the date and time of this Assignment. 5. Notices. Any notice or other communication permitted or required to be given pursuant to this Assignment to arty party shall be deemed to have been duly given (i) three business days after being mailed by registered or certified mail, return receipt requested, (ii) one business day following its deposit with a nationally recognized courier promising next business day delivery, or (iii) immediately upon hand delivery addressed as follows: If to Assignor, to: With a copy to: With a copy to: Union Oil Company of California 376 S. Valencia Ave. Brea, California 92823 Attn: Real Estate Department — Brian J. Kelly Fax: (714) 577 -1717 Union Oil Company of California 376 S. Valencia Ave. Brea, California 92823 Attn: Legal Department — Mary Parish, Esq. Fax: (714) 577-2776 Sherman & Howard L.L.C. 633 Seventeenth Street, Suite 3000 Denver, CO 80202 Attn: Robert L. Brown, Esq. Fax: (303) 298 -0940 1111111 11111 nmu 111 11111 1111111 11111 111 nuuhi 1111 • 660502 09/24/2004 03 55P 81625 P500 M ALSDORF 3 of 13 R 66.00 0 0.00 GARFIELD COUNTY CO If to Assignee, to: With a copy to: Torn Brown, Inc. 555 Seventeenth Street Denver, Colorado 80202-3918 Telephone No.: (303) 260 -5619 Fax: (303) 260 -5188 Attention: David Davenport EnCana Oil & Gas (USA) Inc. 950 17th Street, Suite 2600 Denver, Colorado 80202 Attention: Diane Blieszner, Esq. Fax: (720) 956 -3655 6. Attorneys' Fees. In the event of any dispute, litigation, or other proceedings for the enforcement or interpretation of this Assignment, the nonprevailing party shall pay to the prevailing party on demand any and all costs, fees, and expenses (including reasonable attorneys' fees) incurred by the prevailing party in connection with such dispute, litigation, or proceeding or the exercise of any rights under this Assignment. 7. Contract and Interpretation. All capitalized terms not defined in this Assignment shall have the meanings given to them in the Contract. Assignor and Assignee intend that the meaning of "Assigned Property" be as broad and encompassing as necessary to effectuate the transfer from Assignor to Assignee of any and all interests of Assignor in any Leases, Contracts, permits, rights, benefits, income, revenue, and intangibles benefiting or burdening or otherwise associated with the Property. In the event of any inconsistency between the provisions of the Contract and the provisions of this Assignment, the provision in the Contract shall control. Without limiting the generality of the preceding, by way of example and not limitation, all of the provisions of the Contract regarding release and indemnity shall apply to the assignment and assumption of the Assigned Property under this Assignment. Except as expressly set forth in this Assignment or the Contract, Assignor makes no warranty or representation of any kind or nature and hereby disclaims any and all implied warranties with respect to the Assigned Property. 8. Miscellaneous. This Assignment and the Contract constitute the entire understanding of Assignor and Assignee with respect to their subject matter. This Assignment may not be modified except by written agreement of Assignor and Assignee. This Assignment may be executed in separate counterparts, all of which, taken together, shall constitute one and the same document. This Assignment shall bind and benefit Assignor, Assignee and their respective successors and assigns. 3 1 111111 11111 1111111 111 11111 1111111 11111 11111111 1111 1111 660502 09/24/2004 03:55P B1625 P501 M ALSDORF 4 of 13 R 66.00 D 0.00 GARFIELD COUNTY CO This Assignment has been executed to be effective as of the date first set forth above. ASSIGNOR: UNION OIL COMPANY OF CALIFORNIA, a California corporation By: Brian J. I lly, A ney -in -Fact STATE OF CALIFORNIA COUNTY OF SS. 5 A7TA .// 2 Ae'/ Ok)j, &-,"b C/ (i 7) Acknowledged before me this day of Se er, 2004 by Brian J. Kelly as Attorney -in -Fact for Union Oil Company of Ca • . a, a California corporation. Witness my hand and offic• eal. My commission ires: [SEAL] Notary Public [SEE SEPARATE PAGE FOR ASSIGNEE'S SIGNATURE] 4 i Iola nuumiii 111 11111 1111111 11111 111 11111 1111 1111 660502 09/24/2004 03:55P B1625 P502 M ALSDORF of 13 R 66.00 D 0.00 GARFIELD COUNTY CO ALL PURPOSE ACKNOWLEDGEMENT STATE OF CALIFORNIA ) ) SS. COUNTY OF ORANGE ) On September 17, 2004, before me, Aurora N. Legaspi, a Notary Public, personally appeared Brian J. Kelly; personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument on behalf of said corporation. Witness my hand and official seal. Notary Public ATTENTION NOTARY: Although the information requested below is optional, it could prevent fraudulent attachment of this certification to unauthorized document. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT. Title or Type of Document: Assignment and Assumption Agreement Number of Pages: 5 pages including Exhibits A &B total of 12 Date of Document: September 17, 2004 Capacity of Signer: Attorney -in -Fact Signer Represents: Union Oil Company of California Signer(s) Other Than Named Above: Eric D. Marsh . 1 111111 dill I dill of iiiil lid ti unit III iiii lili Iim 660502 09/24/2004 03 55P 61625 P50 6 of 13 R 66.00 D 0.00 GARFIELD COUNTY CO ASSIGNEE: TOM BROWN, INC., a Delawaze.corp-oration By: Eric D. Marsh, Vice President STATE OF COLORADO CITY AND COUNTY OF DENVER ) ss. The foregoing instrument was acknowledged before me this Z-1 day of September, 2004, by Eric D. Marsh, as Vice President of Tom Brawn, Inc., a Delaware corporation. Witness my hand and official seal. My commission expires: *Commission Expires lutyiO JOE. [SEAL] 11II111 II1111111111111111111111111 11111111 11111 1111 1111 660502 09/24/2004 03 55P 51625 P504 M ALSDORF 7 of 13 R 66.00 D 0.00 GARFIELD COUNTY CO EXHIBIT A Legal Description of Reservoir Parcel (Includes Unocal Parcel Nos. 7631, 7632, 7633, 7634, 7660, 7693D, 7699 and Portions of 7616, 7625, 7627A, 7639 and 7646) Township 5 South, Range 95 West, 6th P.M. Section 30: Lots 10, 11, 12, 13 & 14 Section 31: Lots 2, 3, 4, 9 & 10 Township 5 South, Range 96 West, 6th P.M. Section 25: Lots 7 and 8 Section 36: NE1 /4 & SE1 /4 except that part of the South 949.99 feet lying West of the Centerline of Parachute Creek. Township 6 South, Range 96 West, 6th P.M. Section 4: Lots 4, 10, 12 & and all that part of Lot 1, SE1 /4NW1 /4, SWI /4NW1 /4, NW1 /4SW1 /4 and Lot 11 lying East of the centerline of Parachute Creek Section 9: Lots 3, 4, 5, 11 & SW 1 /4NW 1/4 TOGETHER with Grantor's 50% interest in a parcel of land, referred to as the Grantee Gulch School Parcel, in the Northwest Quarter of the Southwest Quarter (NW 1 /4S W 1/4) of Section 4, Township 6 South, Range 96 West of the Sixth Principal Meridian, County of Garfield, State of Colorado described as follows: Starting at the Northwest corner of the Southwest quarter of Section 4, Township 6 South, Range 96 West (This Corner is located on the South side of a gulch) running down the gulch South of East 582 feet to the creek from thence down the creek West of South 207 feet from thence West 336 feet from thence North 363 feet. EXCEPTING therefrom that portion of County Road 215 that crosses the subject property including the Roadway survey parcels and slide parcels conveyed to The Board of County of Commissioners of Garfield County, Colorado in Special Warranty Deed recorded December 30, 1986 in Book 702 at Page 424 and as corrected in instrument recorded June 15, 1987 in Book 714 at Page 1. 111111111111 nmii ui iiiii uiuii lull iii uiii iui iui 660501 09/24/2004 03:52P 81625 P485 M ALSDORF 1 of 13 R 66.00 D 183.50 GARFIELD COUNTY CO AFTER RECORDING, RETURN TO: EnCana Oil & Gas (USA) Inc. 950 17th Street, Suite 2600 Denver, Colorado 80202 Attention: Diane Blieszner, Esq. SPECIAL WARRANTY DEED UNION OIL COMPANY OF CALIFORNIA, a corporation duly organized and existing under and by virtue of the laws of the State of California ( "Grantor "), whose legal address is 376 South Valencia Avenue, Brea, California 92823, for the consideration of Ten and 00 /100t Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, in hand paid, hereby sells and conveys to TOM BROWN, INC., a corporation duly l organized and existing under and by virtue of the laws of the State of Delaware ( "Grantee "), whose legal address is 555 17`h Street, Suite 1850, Denver, Colorado 80202, all the real property, together with improvements, if any, situate, lying and being in the County of Garfield and State of Colorado, to wit: SEE EXHIBIT A ATTACHED HERETO AND INCORPORATED HEREIN BY REFERENCE, with all its appurtenances (the "Real Estate "), and warrants the title to the same against all persons claiming under Grantor, subject to taxes for the current year, which constitute a lien not yet due or payable, and subject to all matters listed on attached Exhibit B. The preceding warranty is intended by Grantor to be made to Grantee only and is not intended to benefit any future owner or encumbrancer of the property and shall not run with the Iand. RESERVATIONS By Quitclaim Deed dated June 11, 2004 and recorded in the Office of the Clerk and Recorder, Garfield County, Colorado, on July 2, 2004 in Book 1602 at Page 342, Grantor conveyed to Grantee all of Grantor's interest in and to oil, gas and other minerals in and under the Real Estate and Grantor reserved a two percent (2 %) gross royalty in certain oil and gas produced from or attributable to the Real Estate (the "Reserved Royalty Interest"). Grantor and Grantee agree and intend that this instrument shall not convey to Grantee the Reserved Royalty Interest, all of which is expressly reserved by Grantor. [SEE PAGE 2 FOR SIGNATURE] 1111111 1111 1111111 III 11111111111111111 111 11111 11111111 660501 09/24/2004 03:52P B1625 P486 M ALSOORF of 13 R 66.00 0 183.50 GARFIELD COUNTY CO IN WITNESS WHEREOF, the Graator has caused its corporate name to be hereunto subscribed by its attorney -in -fact on this I s day of September, 2004. STATE OF CALIFORNIA COUNTY OF UNION OIL COMPANY OF CALIFORNIA, a California corporation By: Brian J. Kelly, Att y -in -Fact r5-. 4-77A f7e/c/2 ss. A-6-xxp i,coz . /W Acknowledged before me this day of Septe r, 2004 by Brian J. Kelly, Attorney -in- Fact for Union Oil Company of California, a Cal' : a corporation. Witness my hand and offlc. eal. [SEAL] My Co fission Expires: Notary Public .111111111111 111111111111111111111111111 111 1111111111111 660501 09/24/2004 03152P 01625 P487 M RLSOORF of 13 R 66.00 0 183.50 GARFIELD COUNTY CO ALL PURPOSE ACKNOWLEDGEMENT STATE OF CALIFORNIA ) ) SS. COUNTY OF ORANGE ) On September 17, 2004, before me, Aurora N. Legaspi, a Notary Public, personally appeared Brian J. Kelly= personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument on behalf of said corporation. Witness my hand and official seal. Notary Public t__ AURORA N. EOM common r 1 448079 "_r+ Public - CallcutIo Osamu County ATTENTION NOTARY: Although the information requested below is optional, it could prevent fraudulent attachment of this certification to unauthorized document. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT. Title or Type of Document: Special Warranty Deed Number of Pages: 2 pages including Exhibits A &B total of 12 Date of Document: September 17, 2004 Capacity of Signer: Attorney -in -Fact Signer Represents: Union Oil Company of California Signer(s) Other Than Named Above: None 111I11111111 IIII1111111111111111111111111! !!11111111111 660501 09/24/2004 03 52P 81625 P488 M ALSDORF 4 of 13 R 66.00 D 183,50 GARFIELD COUNTY CO EXIIIBIT A Legal Description of Reservoir Parcel (Includes Unocal Parcel Nos. 7631, 7632, 7633, 7634, 7660, 7693D, 7699 and Portions of 7616, 7625, 7627A, 7639 and 7646) Township 5 South, Range 95 West 6th P.M. Section 30: Section 31: Lots 10, 11, 12, 13 &14 Lots 2, 3, 4, 9 & 10 Township 5 South, Range 96 West, 6th P.M. Section 25: Lots 7 and 8 Section 36: NE1 /4 & SE 1 /4 except that part of the South 949.99 feet lying West of the Centerline of Parachute Creek. Township 6 South, Range 96 West, 6th P.M. Section 4: Lots 4, 10, 12 & and all that part of Lot 1, SE1 /4NW1 /4, SW1 /4NW1 /4, NW 1 /4SW 1/4 and Lot 11 lying East of the centerline of Parachute Creek Section 9: Lots 3, 4, 5, 11 & S W 1 /4NW 1 /4 TOGETHER with Grantor's 50% interest in a parcel of land, referred to as the Grantee Gulch School Parcel, in the Northwest Quarter of the Southwest Quarter (NW 1 /4SW 1 /4) of Section 4, Township 6 South, Range 96 West of the Sixth Principal Meridian, County of Garfield, State of Colorado described as follows: Starting at the Northwest corner of the Southwest quarter of Section 4, Township 6 South, Range 96 West (This Comer is located on the South side of a gulch) running down the gulch South of East 582 feet to the creek from thence down the creek West of South 207 feet from thence West 336 feet from thence North 363 feet. EXCEPTING therefrom that portion of County Road 215 that crosses the subject property including the Roadway survey parcels and slide parcels conveyed to The Board of County of Commissioners of Garfield County, Colorado in Special Warranty Deed recorded December 30, 1986 in Book 702 at Page 424 and as corrected in instrument recorded June 15, 1987 in Book 714 at Page 1. A- I :2. ' -..•••••,, • BooX• 7.56 • -00.'144 R.**03.4 . • -. me....1.71,k, 7 - Taos Drza. 11.ads •26th 0 December, stia par of rintit:ItesapiikAtpt4 pbol buwIrid. tid S. arty FKLIX L110111/72 Cale •ova 113' ire.1.1X Linaauer) 6ani. • t . . . r . ? C D A t T l x (alms -ko11 & S K a r l - • indatter) , and JULIUS L.:HOMIER, • • • Vestrto t.'30 ..... Gar r Laid... : •_;:aaa &age of. Oitozsda.'attle dm is rt.! UNION 411,_CO4PABY pr. cALrycluta,. a corporation duly_ organized and. .Aierisidag >Oder' and Affrirtviar,of • tha • lava Lf Itie,' State of Talifor - • havin . ita „principal . place . of busineqs. at Los „Angelo', • Cn.l. , . - eec.,teo-.trineact .0a3.ne.ilis-iiinv.t.lia-.:tsia*crt,..;=—Flid0ir_gv, . :: ;7. ' t • i..i.:(..:::;:.9'......:': .: -• 2 - • •.' .. .., , _ _ ,L , . - - ' • : 1 .....r - ._ " -:. L . ; .. • ... .. .7, . • - '' .: • . 4tigt,...... , t .. - . ' -tit,r+te 6 - ...A. , . . . ...i's a i -.;i•'-: e - 0 a e we a., . t a. affetact part; • ,..,, . ..1. 71444,pirrilaptFai4r,yiks,04.0?-9.e.a.- *ob. sins..pizt, for,.‘2?4 is 44.04.1.*'4•1°!,. . .°!,4*-1'11`1:1 :,,,..t.:•... ....,.pralopiri.1(41..,.0).i. ansIxother:i.yaluabl2. cipaiieraticina , 7 ., roc., 410,/,4,aa, ,3. -,;,,, ,,..,. , ,,...,_ ,. , .., , . • . . , :. . . • . ..: . %)„.y."...7,17,:nr.e...F.' ' ' ' - ' ' -- • • '. 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".-';Tt.'-'L.COezity 0 Garfield • sad... k..s • • .. ;:.".. x ........)„?.. ,u-..„.- 4,- .. 7:-. ..--...- .. ; . , • • 6041,,,,kit.._.K.t.131;,..-o../ Pltimi,u,s -1,.........-,.......-4,..i...„1.,j-....i....t .:.fiF sp......t.O.ra.rt.: - ' ,...-c ..t.i: • •••t, . • ./N,7.-...! ifiesn,•%.*:..k.-g; hs,:f-_-.1.. - .7-, 1:.;• ;J.:, .77,...: _, it• 1--., 1 i: .. :•,.-. • , .L , kl. ) , and -Fourteen-. (X4.) I -Or. Salon vii.r cr.- .'!II.T.°•• g • . ;Ir."; •1- • ' 14 ,).vorisiatton•mirty.iblve (31).iiMokishipIr1ini.: .11.1.naity7ti7s ,.( 95), We st. of the...5•Lt-th ,(6th) ntac ip,a1. - t:Mer . .1 '`• "." #.1-7..C•71&"-' -..- •••--.- •-.; 11-117161,..tI "1,0`,'ijor.ieltili3 - iyariifaNt;v:PiGr1c•2wh,; :i.er7:,•, 0 ,Setiq, Tir ty' • • Vornishs:P.._ t7i _e (5) Nouthi- Ranie' Ninety-six (96) .ifeat: of - • (6th)-L,Trincilial ger,t411an„„;: • .., , •,:.'si,, ' - .,,,•,A....4;30. • ,• ' 1 ' • -. g 1i6C-NR::rai ti-ieEi 37.) i - in 3' 4 Ctt ol:liti4ii) .(25) ea • '40 tsb10Five . (5) Souhof Iteniii- Ninety-41.vo - (95). ' . .y; '.tM.ix.__.§)-Ifirl.:r.11L-1113Ftieto rine4rWrzporterrini---------_ -- am Ali-vent existing- -ri.eible *aliments a ISZ" tights. ,.. f.i " , roadal ditch!** eleetric,p6weel.inos and telepoolieline' .,. •..-' ° ,•:..... • • • - ...—• - - • • - • •!. . • .-:*.6..s.-.44. witkraiL, or gisuitore., interei V.. la and% tO; ezti and .a.1.1041.„ ' - . ■ ' ,;;Yatarh s'...appoir tenant., or,, oonnaotad. with tha alio*Ilitt:!;-, - . • #6inCludinptilit,Spring.Ditoh No..108, AJIB..; the .1611t-irdik ItoliOcr....141.00„.•!•114 'the; Nast Fork Ditch. No. 110B, and .thellyrTanpbrr; f 42'1; g lc; al]. -,. in „Water . Dia trick No 39.. . ..•,42- ,e4a.01. r: Otiffiii."Iiiatiity644-4, va -xiqi T:.' . 6 . i.e..* • ' . ' . 417111,ratientit ;11:141L1r2a119-0„ilil ill 74M:a laht. t • 7•-` .:. A. . ., . d'aSatiN9i0Prieii_igiidfd.14NrielitildTtit thifrl/nitirf!nT: - lni4itretiVertte-nritid! • .., .....,tao = ' Li- r -,--- Ni-lffilliflOrt.... .k77--T't'l:Criio • r • • : :.• ' • illb atiwoiittaiaOria46VYeoeil,?eativ.rlfW ..o.-7-474'efre4l'i:LcVe'it70r.c.'4L-Yii! .3!..1-'-.1--Sc),,•:".}ii.ti.,,I,•.=-!in:17.1.,7.,,.... , iinSifthRtikrairoft NW artilvelikia.Vtaitel*parv. .V41.12.416! :..-... v., • BO: klii■jetitoid ' ....teiltf.diVierff:131:rt ...111itiregf V iiii0tilf thttg 0 qiiiermairtit ..., ,.:4 Rirliodtt.4:-.0kA ',4*:•?!..4i-r.frio -4,, -:, 4130.1. ...,. „:::•,t..f7C.., f•*. ,-; . 1 ''''' '....T!rt!41tt'' Tg'iTi'q;-:1,--k- i:;,..gred am' , --sfmtli-ersine2 f Jj f,..1.,i,:, ..L.,K 4 mear• '4'1dinis a t�a a1a,Tafl1, : Ulla Taf.xtodoto iltnit . ,If el-vocio.(44-eUrat house • 4th etnitio:.-' ?ii 1eftlett,-Votift0ertliftrol: ' -;Stlini'ilifkaarolav7:11:i.tthdikieeesitibtal (■:::, :.:.?!: 'TemeilKatietti,Vf011.8114±44.6aiftX;Uft'rof ----tIfe T6ilatf 'Rota .---:...-..4.7-.1. . :ircifirekilcIdle•zratIC,at4)itictiutii'er:fiRprutitclifiilteitebrideci '2 . 4- • PIST..--#10*.VE:kiriii•-2iT'1lite-iiiirrtte`l'irte ; --.oaLtolfp,*.trovr-omoo-sworlawartolaiodinookpir..Sormiiiter.laWigaitia•Wils.;:ocia:. . • !.: '.•• • • _ • • .• ' - - - - ,V.r.;•.•"; ' . , 1 : 74- .4.2 '; •?•:..„; • w' • • Page 143 '541 i L1tSdtiiier;= Fria heirs, executors,' adanistrators and assigns' to re- wetoro'°•Eha•'sane from -/said pr_eat'ses_ :as hts:ajwi °thsir..own pra aril' _by: r4thtl"•erl - tPi- Dgrembei -37at; L-D1 x955,:. bit • if the same shall not be • *- 316.:* arsoved'.v!thin the tiro limited, :than said dwelling house ?bell tbet'olae a part "of• eaid,.'pTtfmises a6'•reaI. &'state. - ••� - • '1XlYo;-? Saber: SEW (Ikea and leiervSttR, however, to the' grantor'•', >Sulins 7.indaaor, his heirs, executors, admiaistrarors and neeigits, ttilht:.•.eertaltt new one story frame, six -room dwelling house with ootn•+ • pp ttiotrrobf!` belong ine.to him} the Said Jul'1I s Lifalati+sr ;' titud'te• :2upoh, the, �l+ ais iod:- ptellisos%'aridf'located"Ea'st: of the 'Cvunty:ROad .-East .of the :1m1(41e fork of-Paracht;te Creek, which. is hereby de- ° clerbtl=. to •be•.persottal..property,•with theyright:in• said' grantors;'_ his' heirs > exeru era," Intentstrator'a: �nd'i.dsignD 'E'bsxAmdva•Rha samel'fioal ea prop is*, es 1115 °and their mkt •pk•o -. • lty<f� br }'the esd; of� fleca>p{�e7 1st.. M' b;' 195 '' Kit ir the, site ..hi • shall not -be- atr "removed' with iii the t'iaai# 'ZSiaited,• then sa1Q'dvall- �'iYig' house. sha11;.4Qctiiae °a part. of -Raid -premises• as real' estate: • n'y{ra..• • Iay`- 7T'. -r • • , f'�! fig: 4.• ... ± - -.•-, ., -a`OOZ R vim all. end.sta4alrr tt:s Aaradtiameem sttd oppertsaancw t6ervrale,bAlieS4s, or is rR � - t-' p +offie • and - thenv essiwtpeel reY rnla>�,re» ie dir ind••Rea ldatit a fa , -. '4. .. i .'. i :' .'. -. , . :;_.. ..,1 ,: ' :.,' - ;e:- ...'. • A , • ' 4•i 7 : .. ,` td. r :.Aa ad *she ste, rlghi,tide, ieteres4-dairwaad deinacd wiiiase►rr, rf'tba said p� 'es:. .' f the Ards part ,'ut1 in 'av or'ertutti td. in ►314 t► e.M shove ban:staid procel1ti ,ntbr - •m+als,aad'aylicriwcn r • ° .... �: c„ y'r. I, t et'F!.:r'a'Ed Afi9 TO ;TOLD 1Ae uid ➢remise aba*e barp ed and docn"btd'; with tb. appavia.- :-- - Uhibn-'OH! Cai>speny of CeltCornia, ' ' °+ - successors i'� -i>a3 giaeld Felix R. Lindeaer, Karl A.' Linda erg °anci•7i17.ithi:rrv"- }� , t parties . of the Ant part. .. .......i1/4 ui.:".f "l.seps `4' tiy'_� 4 e'theenlees, thgjrkain, steettton and administrator% do oorWnt gree lariats .. Duceessore —• - ' , YS 7G ra 4 "!'!rmio# itil Li,/ rlatearid iwilksigatat,do -• F lti 41944 41Y1mr.Pb ie •..Ltteim.are"aq w- a±we&ait*l Atha moist, . lafai ► ai ! a rood, rPT see eat.libalele and tadifeialle,sti to el•5 loallopt+ f>w•3a+rfr ' ai- a+a+ey V• a : 1ti� ytrr,'tllar.j .it!TG4 J. l t dlv . At '"d# Iriiliro,il ar;et. • stloea►fd.:imasi *IwpuaratdjYl + ., Irstyal:Ce; 7fleCa,s J Y ?•'n`•a..2_,sszl4e :e; sweeeseanosad etamiltse+ornbrer •" `• .i "i•::7;1::•!'. * "A'!i T14 11101.:& , !+: .P , J ' • • • • • . , • • - Book 256 pm! • - 4 ./■••■••■•■•••..... • . . • • • • .• • • -- • , . • .• ' and lb. abort hargo6abet pr6644.66 in • of Uo ism y:' pirt, tt Yarr.41=3144 • • . • . ln0iiid.s1(634'wroir pious. • perns6rrplanrinity ej,1Amg or to ettioa the Irti616 or •satrixt. 4fini ' rt 11L1 Da raj iii..um.An Orb POIthlrim DIMatr.. 1116; 6614. tit -tInt- .13-6v arennto t ' . • part .N4 holt' . releltrt-t :k;bov:e. ; 13616.1cd -nn4 Dntirsrad of ; • • • — . • • -It-. • - • .#1.?. sgA —6,16.Tntoirr Inorawitiretnirm, Aswan ArB . .:Ifecrasegf, • 7- • • . • • • • • • • 0' • a. irntrtnnint orp 46.6orrIttignd Wont nu thi,6 2C(th cloy of December, y,_-. inct .T171473 1:11;Dgrillt.e reSai,d vL gn.it-29, 1954.- 4 • :41' "e1.6•1147;4—Zeriainit;rititriria....elos olaski ordt./.. ••- pit *riot. Attiv.*-W.emt. %OS. &Mkt .0.401.1.4 It I_ ....A.. — W.. a • • - • r • 411 • a Al i +'? s ?r1� ,: • ` Reonaaae „lad for reoniteteaent on Ilone Charaoter of service axcellont Good ?mai overage 3,3 Vesting Deed #16 J. D. _encheeter, t I J. D. itLJGHKSTI:R, U.B.G. Commander r11C I e ruout iva Orr. .00r. Height five ft. 9 -1/2 in. Oateht 101 lbs. dyes Blue x lde.r Lt Drown Complexion Ruddy Personal :..arks, etc.. 0.1 /4 r.oya: bait 1/2 d inner lturm; a. 1/2 d rt knot 1♦aY 1/2 x 1/4 upper It log; p o TOP r bettoat; a 1/4 footertor rt knee. to not pnyalcelly yeelltied for reenlistment W. H. Oibbs Lt. J.C. U.S.N. and aollanl Officer. Lonthly rate of nny when dischorged forty-Sight Dollars (tee! ?unlisted 'renspartotlon et tho rote-of five .pinta p °r 'tin iron San Diego. California/ to Lienvodd Berinla. Colo. and paid 04.O0 in tell to date of diecherae. r:, .aunt l 'Wilber ?fir% gadsell A. J. ZeDon'. Al /diganture of Ran.) n J. LteD,'. : :twL, U.9.!I. Enelrn(3vI J.tl•,i;. end 9unply Officer. ..t L:,,. a. �. altar ,frost., ;i + :etrlcr, �ilr tlL IIRAl1;Y DE:{D ^Alt �3 aa7, :ndc this 25th day of July, in the seer of our Lord are thousand nine hundred and twenty- three, between D. D. POtI'YR, of the City end 'o.t<tty of Denver, Usti, of volorsdo, of the first port, and UIFII' F t'IL "'I. e? Ci.LIaC: 'lw. a Celiforaie , cor ^oration ,uellfied and authorized to transact betimes! in the ;tale of Colorado. of 4s second port; .11T::r640l3: Mat the anid party of mho first part, fe.a.-cwd -4.0oonMdaraaset Of :3e fitao-pera, for and in consideration Of the On of One Dollar erd other valuable aoneiderat_on, to the Said party of the first port In band paid by the said -arty of tire --es -d -mbar of mho oeoond port, the receipt whereof Is hereby confessed end als-no*- ledged, hap vented, bergnl;;ed, sold and conveyed, end by theca mresente does grunt. berge_n, sell. csnrey and confirm onto the paid party of :hn aeo•'+nd tort. fits aaeceseore ecd woolens forever. all the follorinr described lot or parcel of lend situate. lying and being in the County of Garfield and dtate of Colorado, to -wit:- IFte went hoif of tho southeast quortor, the northeeet quarter of the southeast quarter end the southwest tuartor of the northeast quarter of Section twenty -six In Township fire south of :kings ninety -six weal and the Lots two. lour, five, nine and tan of 3eotion thirty -one in Tesnsh.ip five tbuti. of 2aage ninety -five meet of the Sixth Principal :Ieridinn, Colorado, cantointnc three hundred rig sores and twont; -one hundredths of on acre, with ell Improvements thereon; tbgethcr pith any a:td all ditch end water rILrh;e coAnactod with, partclnine to Or belong :ng to, or of al: time u0o4 upon Bald ebore lando or en, Port thereof. TCCri^A;D -:t with oll ur-d singular the hereditament, and :Appurtenances thereunto belonging, or In anywise uppertelnLng, end the rerer,Lon end reversions, rexwinder er.d remainders, rents, issues and profits thereof; and ell the estate, rient. title, Interest,; clank erd damns whatsoever, of the sofa tarty of th• first port, dither in law or equity of. to and to the obeys bargained enmities, nith tins heroditenents and opnurtsnoacrs. TO qe' /;s ;;: TO SOLD the sold prenteee above bargained and deeorited, with the enpurte000une. unto UUIC.i OIL ::c:.i:.:.'Y Cs C4Lt7CBuI.A, s Ccrnotntion, the ,old tarty of the ucoand pert. Its successors end sss..ofe forever: subject to any vested and accrued water rights for mining, egrtcolturel, manufacturing, or other parreses, end rights to ' ditches »;:d reservoirs used in connection .r:th ouch water rlphta, as may be recognised end eckdo1radltea ba toe local soutane, lose, and decision. of ooat•te; and there to reeerved from the lands horeby rrented. a rient of way thareo0 for ditches or oriels I constructed by the authority of thu United states. Excepting and raterr' ^.q. however. to the United dittos ell tkn :net odd other ciceroni in the lend• so enter end patented. together with lbs ri,:ht to wroapeat for, sine. and remove the send ours, ..t to the provtolonn ens limitations of line eut of :+ecoabor 29.1016 (39 Stet., 6621. And the sold D. D. ?otter, party of the ftt!t hart, for hin•+elf, his heirs. F mouton' and administrators, does covenant. Ersnt, 'tarsaln rind iieree to end with the field�, i party of tho second part, its ececessors and eosins. that it the time of the ensoalteg end deliver; of tne,e presents he is well oaised of the premises above conveyed, Ne of good, yore, perfect, abcolete and indefeealble estate of inheritance in 1,w, to fee simple, erd has Rood right, full newer stns lawful authority to grant, bargain, sell old convey the sena in manner an4 {form ,foretold, ecd th at t +,o save are free and clear from all torpor and other grunts. bergaine, rater, lie.- ^.s. teats, assessments sod Inoutobrvnaee of xht.teeer wind or nature eoever,ond the above bargained promisee in the quiet end pesaeabie possession of the sold forty of the second part. its sueeepaors end assigns, againet all and every person or peraris lawfully otaaninr or to olsin the . whole or any part thereof. the said party of tho :first tart shell and will wAtarti',.tr S :>7 I Sold party of the ftrot pert expressly salvia any and all rights under the hoaaesteed vylai • 'Tt 180 Y . N w Jh rq *� -e ynteelr -..: .e • ; 1 -14r�• fNr a+�..- {�tt��' �`� � ?S '�..: ?. {.A�` ,r'��i�k•:` A+�. and exeteptton 1uwe of mho State of Colorado insofur uu the ma L•1 rights rennin to Ott lends hereto conveyed, D3.Gt: 1. :1: S Caneulou. 3T,;Y'r. C:+ COLORADO ) /SO. City en/County of Denver) D. G, ' tter I. Wei, U. COSTKLJO, re Votary Public in end for said City op.J County of Denver, in the State aforesaid, do hereby certify that b. D. pottor, mho 10 pereonolly 7c.Rown to io be the harem whose name le eubsorlbed to the !wrapoinp Deed, swpeered . before me this day ill hereon and acknowledged %het ho ,Lonod, ,etlod and delivered the said lnetruoent of writing re hie free and voluntary oat .arnl deed, for the offer end aurnones therein set forth. Given under .+G hand and llotorinl Seal, this 26th day of Ju1y,l ^�3, n. D, ra'Hrfr,,,ner.r%!r6 .:•y twill :• flora: /f/ /777. :feu)). it. Costello ire cry ru la. a:O4 utter ., ? ?rust, Reece rcr. ileuu0- 0,, 11114141' Y ) ti IT, D 5 ^;;t 1 118de thin lath day of ;.[arch, in the year of our fort ono thousand nine hundred and twenty- three. between Ysi ::'s .. 't:.:ttY and W'i'It ;1. a ?i:E17, husband and wife, of the Count.' of Garfiele, .tote of coloredo, of the !fret nnrt, end D. ;t• of the Clay and County of nenrer, ste:o of Colorado. of the seeore) hurt; ttilrileiSTA; That the said portiaa of tee !trig' welt, for and in coneideretion of the gun of one boiler and other voluatle ecnaldoratien , to the maid rarties of the first pert 14 hand ;u id by the mold party of the second pert, trio receipt »+hereof to hereby eonfeseed and eokrtowledged, have grunted, bargained, gold end co.rreeyad, oed be three preiente do greet, bergein, moll, convey 'nd .:infirm unto the amid pert/ of this second part, hie ha:ra and aseiene forever, all the following descrtbee lot or carrel of lend situate, lying end beitvr in the Count, of Garflnld en.; State of Colorede.to-aitt- The weer half o! the 10Utheeet kurrtor, the not-thole!. n nrter of the eoathleoet t,udrter and the soethWeat euarter of tied northeast ,,titter of :le:tlofl twenty -el"c is Township flee south of kends ninety -et7t mew: and the lot° two, four, five, nine sea ten of ecat.on thirty -one in Tdanwhlp five eou:h of Range ninety-five vreLet of the dleth Prindxel IScrldisn, Colorado, containing three hundred six scree o;td ttronty -one hundredths of an acre, al:h ell Sari;eareents thereon; together ::ith ally rune ell ditch one eater rlphts connected smith, nertotat+ig to er belonging to, or et any time Used aeon s +td oboes lends or on' core thereof. TCOSTIililt with all end olnrdler the hereditenente end cennrtenaneme thr'reu.'tte belonging, or .n anywise appertetning, end the reverelein nod rereraio -o, remainder end remainders. rants, issued end profits thereof; and all the eetato, right, title, Interest. olaio and demand whatsoever, of tho said parties of .ho first port, either in lee or equity ot, in and to the above bargained promisee, with the hereetteaente end ereurtenlE- anooe. 10 h.ILSU)'re RROLD the road mramieea ob°vo bargained one deeeribed, the appartenencae, drat* D. D. Potter, the avid party of the second pert, hie *noire and assigns forever; sub .lct to any tested end accrued muter right, for mining,. arrioul- tural, mennfeeturing, or other pnrpoees, and rights to ditches and reeerroLra tired in aonneatton with such meter fights, se Keay be recognised end ecknowladred by the Iona], °ttetone, lame, arid daatsions of aoartet end there is reserved fie m the lends hereby • granted, a right of wry thereon for ditehee or canals constructed by trio euthartt;, of the United Stater,. ?xcepting and resorviog, however, to the Unite) Stet.■ all the coal and other minerals in the lade ea entered end patented, together with the right to prospect for. mine, end remove the emcee pureeent to the provisions and listitettone of t'''-e het of December 29,1016 139 Stet.. 0631. Ind the maid ?rane ct. hardy end Ruth tip. Seedy, huabend e.4d rife, parties of the first part, for theseelvej, their helm, executors and administrators 40 (covenant. great, bargain and sgrea to end with the said party of the aeo,nd par hie e< heirs end assigns, net et the ti.e of trio oneeelint< red delivery of theme presonte terry urn well 'sized of the prem$.a,. above aoctveysd, me of good. mare. porfoat, obeolute eed indefens- ible estate of inheritance in law, in fee einnle. and here good right, full power end lawful sothority to grant, bargain, dell and convey trio some in tanner and fora aforesaid, and that the same are :free red olear frog e11 former end other grants, beeping, melee. liens, :axes, aeseeemente and ineueibrenaee of whatever kind ar nature aoever, and the above bargained preaiaee in the e,niet end peaceable noeeeeelon of the amid nett; of the • second pert, hie heirs and sseignm, against e11 end every peruon or persano 1I$0lgy 0laiming or to aloha the shale or any part tbsreo;, the said sorties of the first part shell and will SLICIR:[7 .•.7•D TC1189811 DEPl,",!D. Bald parties of the first wart expressly weirs ally and ell rights tinder the hoceetecd and exemption love of mho State of Colorado insofar no the said rights pertain• to the lands herein eo0eoyed. ID ;1I7;ACSS ei4:C:O8, Tho said pert tee of the ftret port hart hereente set hortde and aeal4e tho dee and your first °bore written. ;r ti,Y • r • Ism Oar WOOL WSW, Rots/ Oa" Estado Slagly irp MIA 1••"007 •URYSYI N9 y� p�'� SECDON CORNER LOCATED PRELIMINARY {E. ShEs 0/ .0 t. g ...n tr..wii o+ 0*Mk a i a:i f w .70 are ut•w..vwa.a ...1141• 40r. ano, Yard #3 04 y�wa tr MEET OF , ill in HUI 11 �i 555348 97/21"24e4 @3 :16P t;150" P342 fl aLSDOR 1 of 3 R 15.'::0 0 0.00 CPRF IELO COUNTY CO AFTER RECORDINGLRE: rURN TO: EnCarta Oil & Gas (USA) inc. 950 17th Street, Suite 2600 Denver, Colorado 80202 Attention: Diane Blieszncr, Esq. TtrITCLAINI DEED THIS DEED, dated June P 1_, 2004, between UNION OIL COMPANY OF CALIFORNIA, a corporation duly organized and existing under the laws of the State of California. ("Grantor"), whose legal address 376 South Valencia Avenue, Brea, California 92823, and TOM BROWN, INC.. a corporation duly orgaetized and existing under and by virtue of the laws of the State of Delaware ( "Grantee "), whose legal address is 555 17th Street, Suite 1850, Denver, Colorado 80202: WITNESS, that the Grantor, for and in consideration of the sum of Ten and no /100 Dollars and other good and valuable consideration. the receipt and sufficiency of which are hereby acknowledged, has remised, released, sold and QUITCLAIMED, and by these presents does remise, release, sell and QU'I FCLAI wI unto the Grantee, its successors and assigns forever, all the right, title, interest, claim and demand which the Grantor has in and to c and all real property, together with improvements, it any, situate. lying and being Township 4 South, Range 95 West of the Township .1 South, Range 95 Vilest of the 611' P.M., Tw.nsaip 5 South, Rangc')5 West of the (a` ' P.M.. Township 5 South, Range 96 West of the 6'h P.M.. Township 6 South. Range 96 West of the 6:h P.MMt., Township 7 South, Range 96 West of the 6`h P.M., Garfield County, Colorado, except the fee interest to the surface rights to that parcel of real property, the legal description of which is attached as Exhibit A (the "Chevron Reservoir Right of First Refusal. Parcel ") and except water storage rights related to such parcel. Grantor and Grantee agree and intend that this instrument shall coney to Grantee all of Grantor's interest in and to oil, gas and other minerals in and under the land described above (including those under the land described on attached Exhibit .A) (the "Real Estate "). Notwithstanding the preceding, there is reserved unto Grantor, its successors and assigns and not conveyed herein a two percent (2 %) gross royalty in all oil and gas produced from or attributable to the Real Estate conveyed herein which is produced, mined or otherwise extracted from shale ( "Shale Oil ") within the Green River Formation frorn the surface to a depth that is stratigraphically equivalent to the "Orange Marker" within the Garden Gulch member of the Green River Formation, such depth being the stratigraphic equivalent to a depth of 2105' in the Skelly Oil Company n I Dry Fork Unit well, SW1 /4 NWI/4 SEI /4 of Section 25, Township 4 South, Range 97 West of the 6th P.M., Garfield County, Colorado. For the avoidance of doubt, the Foregoing royalty reserved herein V,ll .y1+�� I # _,; I` x :,�1 Fj4,11 111 St. 1 ; r: 4 t :lli ,} :'7� ! -i � ,_. r��'i �J1 `l . 4 �Il. IIJ, t' :. 4$ ?!/G'i'2%i','� .,.i.LSP 6.35? P343 :l Pt_SD7 ?F a 3 R 1.33 D ya: girFt Lo Ct?t.Nl :'i CO ant: Grantor sail erti:fe (J.ancar to .i cost fre share evil! to two percl.cnt _ C 8,'8tls o ail Shale Oil in addition to any p'e\iousl r existing., inineral interests or burdens excepted above and is not dependent on the exiktenc, (or ncnexistcncc) of any mineral tease cycvcnnw= all or any poitlon of the Steal Estate, Crat;tcr may. at its option and in its sole discretion, elect from time to time to bike its royalty Shure in kind utxin giving Grantee at least ninety days prior wrirtcn notice of such int nt, IN WITNESS WHEREOF, the Grantor has caused its corporate name to be hereunto subscribed by its attorney -in -fact on this _,` day of June, 2004. LiNfON OIL COMPANY OF CALIFORNIA. a California corporation s Brian J. kelI..::\[T n -Fact STATE. OF COLORADO 5S. CITY AND COUNTY OF DENVER :acknowledged before rite this day of June. 2004 by Brian J. Kelly, Attomev _n -Fact for Union Oil Company of California, a California corporariorr. Witness my hand and official seat. Commission Expires: Vs n OF L't]1��4 tai ttrgedxfi .._....r.._.... Notary Public 1 f 1 F 1l { I (1 +r Ir I- � , I r 1, gii 655343 ?:!'d_ %i ='[:4 )i 5F' 3i41)7 P344 + :xt SWRF of 3 R 16.?ct 0 !?. tl GR FjEr_D COUNTY CO EXHIBIT A L4 t;.l i)cs ritition - Chet rtrn Reservoir Right of First It'rusal ;':ar:cl ar:d ]Water Ri..ilrts (Includes Unocal Parcel Nos 7631, 77632. 7633, 7634, 7660, 7693D. 7699 and Portions ot'76i6, 7625. 7627A, 7639 and 76-46) 1.):y.tlshic 5 ‘5,11t1-.. 95. 5t'. i. (di 4etttua '.'. Lots W. 1 `. �'. 13.1, : :4 Section 31: 'Lilts 7. 3. 4. 9 & 10 ' wrishit: 5 So West. 6th P.M. Section 25 Lots 7 aria S Section 36 NEIi -4..---S-E114 exitept that part of the South 949.99 feet lying West of the Centerline. of Parachute Creek. Township 6 South. Range '16 .Vest. 6th P.M. Section 4. Lots 4. 10. 12 & and all that part ,.11 Lot 1. SE I,ANW i'4. SW I/4\W f i4 `;W : 4SW1'4 ar.d L.. 1 I lying East cif the centerline ofP :rrncitiu:e Creek S :Ion 9 1 ots : *, 4. ^. 1 i& S i'1` 1 14349.1. I d4 TOGETHER with pt:cei Of land. referred to as the Grantee Gulch School Parcel. in the Northwest Quarter cif the Southwest Quarter (N V I«SW 1:4) of Section 4. 'Township 6 South. Range 96 West of the Sixth Principal Meridian. County of Garli&d. State of Colorado described as Wows: s: Starting at the northwest curter of the Southwest quarter of Section 4, Township 6 South. Range 96 West This Cornet is located on the South side of a gulch) running down the gulch South of East 582 feet to the creek from thence down the creek West of South 207 feet from thence West 336 feet From thence North 363 rect. EXCEPTING therefrom that portion of County Road 215 that crosses the subject property including the Roadway survey parcels and slide panels eyed to The Beard of County of Commissioners of Garfield County, Colorado in Special Warranty Deed recorded Decernber 30. 1986 in Book 702 at Page 424 and as corrected in instrument recorded June 15, 1987 in Book 714 at Paste 1. 111,11E #14111111111 111 11111 IIII11111111(11111111111111 660502 09/24/2004 03:55P B1625 P498 M ALSDORF of 13 R 66.00 D 0.00 GARFIELD COUNTY CO AFTER RECORDING, RETURN TO: EnCana Oil & Gas (USA) Inc. 950 17th Street, Suite 2600 Denver, Colorado 80202 Attention: Diane Blieszner, Esq. ASSIGNMENT AND ASSUMPTION AGREEMENT (Leases, Contracts, Permits, and Other Rights and Intangibles) (Reservoir Parcel 11) This Assignment and Assumption Agreement (this "Assignment "), dated as of September21, 2004 (the "Effective Date "), is executed by UNION OIL COMPANY OF CALIFORNIA, a California corporation ( "Assignor"), and TOM BROWN, INC., a Delaware corporation ( "Assignee "). 1. Recitals. Assignor and Assignee are parties to that certain Purchase and Sale Agreement as of June 30, 2004 (as amended, the "Contract "), pursuant to which Assignor agreed to sell and Assignee agreed to buy certain real estate located in Garfield County, State of Colorado, including the parcel more fully described on Exhibit A (the "Property "). Pursuant to the Contract, Assignor has agreed to assign to Assignee, and Assignee has agreed to accept the assignment from Assignor, of all of Assignor's right, title, and interest in various leases ( "Leases "), contracts ("Contracts"), permits, and other rights and intangibles as more fully set forth on Exhibit B attached hereto (collectively, the "Assigned Property"), with the understanding that the assignment and assumption are to be effective with respect to rights and liabilities accruing from and after the Effective Date. 2. Assignment and Assumption. In consideration of the purchase and sale of the Property pursuant to the Contract, Assignor assigns to Assignee all right, title, and interest of Assignor in the Assigned Property and Assignee accepts such assignment and assumes, as of the date and time of this Assignment, all of the Assignor's obligations under the Assigned Property arising on and after the date and time of this Assignment. 3, Prorations. All rent and other items of income associated with any Lease or Contract shall be prorated between the Assignor and Assignee as of the date and time of closing with an appropriate debit or credit therefor on the settlement statement delivered in connection with the closing of the Contract. All amounts payable with respect to the Assigned Property shall be prorated between Assignor and Assignee as of 111111111111 niiui nn11ii 1111111 iinuu nui uii im `660502 09/24/2004 03:55P 31625 P499 M ALSDORF 2 of 13 R 66.00 D 0.00 GARFIFLD COUNTY CO the date and time of closing with an appropriate debit or credit therefor on the settlement _ statement delivered in connection with the closing of the Contract. 4. indemnity. Assignor indemnifies, defends, and holds harmless Assignee from all claims, costs, expenses, and obligations of whatsoever nature, including reasonable attorneys' fees, which are an obligation of Assignor under the Assigned Property occurring or arising with respect to the period ending as of the date and time of this Assignment. Assignee indemnifies, defends, and holds harmless Assignor from all claims, costs, expenses, and obligations of whatsoever nature, including reasonable attorneys' fees, which are an obligation of Assignor or Assignee under the Assigned Property arising on or after the date and time of this Assignment. 5. Notices. Any notice or other conununication permitted or required to be given pursuant to this Assignment to any party shall be deemed to have been duly given (i) three business days after being mailed by registered or certified mail, return receipt requested, (ii) one business day following its deposit with a nationally recognized courier promising next business day delivery, or (iii) immediately upon hand delivery addressed as follows: If to Assignor, to: With a copy to: With a copy to: Union Oil Company of California 376 S. Valencia Ave. Brea, California 92823 Attn: Real Estate Department -- Brian J. Kelly Fax: (714) 577 -1717 Union Oil Company of California 376 S. Valencia Ave. Brea, California 92823 Attn: Legal Department — Mary Parish, Esq. Fax: (714) 577-2776 Sherman & Howard L.L.C. 633 Seventeenth Street, Suite 3000 Denver, CO 80202 Attn: Robert L. Brown, Esq. Fax: (303) 298 -0940 2 11111111111 1111111 111 11111 1111111 111111111111111111111 660502 09/24/2004 03 55P 81625 P500 M ALSDORF 3 of 13 R 66.00 D 0.00 GARFIELD COUNTY CO If to Assignee, to: With a copy to: Tom Brown, Inc. 555 Seventeenth Street Denver, Colorado 80202 -3918 Telephone No.: (303) 260 -5619 Fax: (303) 260 -5188 Attention: David Davenport EnCana Oil & Gas (USA) Inc. 950 17th Street, Suite 2600 Denver, Colorado 80202 Attention: Diane Blieszner, Esq. Fax: (720) 956 -3655 6. Attorneys' Fees. In the event of any dispute, litigation, or other proceedings for the enforcement or interpretation of this Assignment, the nonprevailing party shall pay to the prevailing party on demand any and all costs, fees, and expenses (including reasonable attorneys' fees) incurred by the prevailing party in connection with such dispute, litigation, or proceeding or the exercise of any rights under this Assignment. 7. Contract and Interpretation. All capitalized terns not defined in this Assignment shall have the meanings given to there in the Contract. Assignor and Assignee intend that the meaning of "Assigned Property" be as broad and encompassing as necessary to effectuate the transfer from Assignor to Assignee of any and all interests of Assignor in any Leases, Contracts, permits, rights, benefits, income, revenue, and intangibles benefiting or burdening or otherwise associated with the Property. In the event of any inconsistency between the provisions of the Contract and the provisions of this Assignment, the provision in the Contract shall control. Without limiting the generality of the preceding, by way of example and not limitation, all of the provisions of the Contract regarding release and indemnity shall apply to the assignment and assumption of the Assigned Property under this Assignment. Except as expressly set forth in this Assignment or the Contract, Assignor makes no warranty or representation of any kind or nature and hereby disclaims any and all implied warranties with respect to the Assigned Property. 8. Miscellaneous. This Assignment and the Contract constitute the entire understanding of Assignor and Assignee with respect to their subject matter. This Assignment may not be modified except by written agreement of Assignor and Assignee. This Assignment may be executed in separate counterparts, all of which, taken together, shall constitute one and the same document. This Assignment shall bind and benefit Assignor, Assignee and their respective successors and assigns. 3 113111111i 1111111 III 11111 111111111111111 11111 1111111 - 660502 09/24/2004 03 55P B1625 P501 M AMORE 4 of 13 R 66.00 0 0.00 GARFIELD COUNTY CO This Assigunent has been executed to be effective as of the date first set forth above. ASSIGNOR: UNION OII, COMPANY OF CALIFORNIA, a California corporation By: STATE OF CALIFORNIA COUNTY OF Acknowledged before me this (5& AtT // 2 A- C /<,(2ak0A,c- pb " &AyrX)7) day of Se er, 2004 by Brian J. Kelly as Attorney -in -Fact for Union Oil Company of Ca . E a, a California corporation. Witness my hand and offic. - eal. My commission : pires: [SEAL] Notary Public [SEE SEPARATE PAGE FOR ASSIGNEE'S SIGNATURE] 4 i lulu uiii nmii ui iiiii 1111111 iini iii uui iui uu 660502 09/24/2004 03:55P B1625 P502 M PLSDORF 5 of 13 R 66.00 0 0.00 GARFIELD COUNTY CO ALL PURPOSE ACKNOWLEDGEMENT STATE OF CALIFORNIA ) ) SS. COUNTY OF ORANGE ) On September 17, 2004, before me, Aurora N. Legaspi, a Notary Public, personally appeared Brian J. Kelly, personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument on behalf of said corporation. Witness my hand and official seal. Notary Public ATTENTION NOTARY: Although the information requested below is optional, it could prevent fraudulent attachment ofthis certification to unauthorized document. THIS CERTIFICATE Title or Type of Document: Assignment and Assumption Agreement MUST BE ATTACHED TO THE DOCUMENT Number of Pages: 5 pages including Exhibits A &B total of 12 DESCRIBED AT RIGHT. Date of Document: September 172004 Capacity of Signer: Attorney-in-Fact Signer Represents: Union Oil Company of California Signer(s) Other Than Named Above: Eric D. Marsh 11111111111111111111111111111111111111111111111111111111 660502 09/24/2004 03 55? 61625 P503 M 6 of 13 R 66,00 0 0.00 GARFIELO COUNTY CO ASSIGNEE: TOM BROWN, INC., a Delaw ercorpotation By: Eric D. Marsh, Vice President 1 STATE OF COLORADO ) ss. CITY AND COUNTY OF DENVER The foregoing instrument was acknowledged before me this ZI day of September, 2004, by Eric D. Marsh, as Vice President of Tom Brown, Inc., a Delaware corporation. Witness my hand and official seal. My commission expires: My Commission Expires July202i . [SEAL] 0 /1 5 1111111111111IIIII1 111 11111111111111111 IN 111111111311 660502 09/24/2004 03:55P B1625 P504 M ALSDORF 7 of 13 R 66.00 0 0.00 GARFIELD COUNTY CO EXHIBIT A Legal Description of Reservoir Parcel (Includes Unocal Parcel Nos. 7631, 7632, 7633, 7634, 7660, 7693D, 7699 and Portions of 7616, 7625, 7627A, 7639 and 7646) Township 5 South, Range 95 West, 611i P.M. Section 30: Lots 10, 11, 12, 13 & 14 Section 31: Lots 2, 3, 4, 9 & 10 Township 5 South, Range 96 West, 6th P.M. Section 25: Lots 7 and 8 Section 36: NE1 /4 & SE1 /4 except that part of the South 949.99 feet lying West of the Centerline of Parachute Creek. Township 6 South, Range 96 West, 6th P.M. Section 4: Lots 4, 10, 12 & and all that part of Lot 1, SE1 /4NW1/4, SW1 /4NW1 /4, NW I /4S W 1/4 and Lot 11 lying East of the centerline of Parachute Creek Section 9: Lots 3, 4, 5, 11 & S W 1 /4NW 114 TOGETHER with Grantor's 50% interest in a parcel of land, referred to as the Granlee Gulch School Parcel, in the Northwest Quarter of the Southwest Quarter (N W 1 /4SW 1 /4) of Section 4, Township 6 South, Range 96 West of the Sixth Principal Meridian, County of Garfield, State of Colorado described as follows: Starting at the Northwest corner of the Southwest quarter of Section 4, Township 6 South, Range 96 West (This Corner is located on the South side of a gulch) running down the gulch South of East 582 feet to the creek from thence down the creek West of South 207 feet from thence West 336 feet from thence North 363 feet. EXCEPTING therefrom that portion of County Road 215 that crosses the subject property including the Roadway survey parcels and slide parcels conveyed to The Board of County of Commissioners of Garfield County, Colorado in Special Warranty Deed recorded December 30, 1986 in Book 702 at Page 424 and as corrected in instrument recorded June 15, 1987 in Book 714 at Page 1. 11111.11 11111 IIIIIII MN 1E11 11111111 11111111111111 660501 09/24/2004 03 52P B1625 P485 M ALSDORF 1 of 13 R 66.00 D 183.50 GARFIELD COUNTY CO AMER RECORDINGLRETURN TO: EnCana Oil & Gas (USA) Inc. 950 17th Street, Suite 2600 Denver, Colorado 80202 Attention: Diane Blieszner, Esq. SPECIAL WARRANTY DEED UNION OIL COMPANY OF CALIFORNIA, a corporation duly organized and existing under and by virtue of the laws of the State of California ( "Grantor "), whose legal address is 376 South Valencia Avenue, Brea, California 92823, for the consideration of Ten and 001100th Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, in hand paid, hereby sells and conveys to TOM BROWN, INC., a corporation duly organized and existing under and by virtue of the laws of the State of Delaware ( "Grantee "), whose legal address is 555 17th Street, Suite 1850, Deriver, Colorado 80202, all the real property, together with improvements, if any, situate, lying and being in the County of Garfield and State of Colorado, to wit: SEE EXHIBIT A ATTACHED HERETO AND INCORPORATED HEREIN BY REFERENCE, with all its appurtenances (the "Real Estate "), and warrants the title to the same against all persons claiming under Grantor, subject to taxes for the current year, which constitute a lien not yet due or payable, and subject to all matters listed on attached Exhibit B. The preceding warranty is intended by Grantor to be made to Grantee only and is not intended to benefit any future owner or encumbrancer of the property and shall not run with the land. RESERVATIONS I3y Quitclaim Deed dated June 11, 2004 and recorded in the Office of the Clerk and Recorder, Garfield County, Colorado, on July 2, 2004 in Book 1602 at Page 342, Grantor conveyed to Grantee all of Grantor's interest in and to oil, gas and other minerals in and under the Real Estate and Grantor reserved a two percent (2 %) gross royalty in certain oil and gas produced from or attributable to the Real Estate (the "Reserved Royalty Interest "). Grantor and Grantee agree and intend that this instrument shall not convey to Grantee the Reserved Royalty Interest, all of which is expressly reserved by Grantor. [SEE PAGE 2 FOR SIGNATURE] 1 1111111111111111111111111111111U 660501 09/24/2004 03:52P B1625 P488 M ALSDORF of 13 R 66.00 D 183.50 GARFXELD COUNTY CO IN WITNESS WHEREOF, the Grantor has caused its corporate name to be hereunto subscribed by its attorney -in -fact on this 62.16 day of September, 2004. STATE OF CALIFORNIA COUNTY OF UNION OIL COMPANY OF CALIFORNIA, a California corporation By: Brian J. Ke y, Att y -in -Fact } (-5C76-- v- G/- i9 55. %d"G/L,U2/ /h t0 Acknowledged before me this _ day of Septe 7 r, 2004 by Brian J. Kelly, Attorney -in- Fact for Union Oil Company of California, a Cal" : iia corporation. Witness my hand and offici. eat. [SEAL] My Co ission Expires: Notary Public 111111 11111 1111111 ill 11111 1111111111 1111111111111111 660501 09/24/2004 03 52P 61625 P487 M ALSDORF of 13 R 66.00 0 183.50 GARFIELD COUNTY CO ALL PURPOSE ACKNOWL EDGEMENT STATE OF CALIFORNIA ) ) SS. COUNTY OF ORANGE ) On September 17, 2004, before me, Aurora N. Legaspi, a Notary Public, personally appeared Brian J. Kelly. personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument on behalf of said corporation. Witness my hand and official seal. Notary Public AMMAN. MOM Convn i on # 144079 Nobly POW - CaIornio *Comm. Orange County w Oct2S, 2007 A"ITENTION NOTARY: Although the information requested below is optional, it could prevent fraudulent attachment of this certification to unauthorized document. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT. Title or Type of Document: Special Warranty Deed Number of Pages: 2 pages including Exhibits A &B total of 12 Date of Document: September 17, 2004 Capacity of Signer: Attorney -in -Fact Signer Represents: Union Oil Company of California Signer(s) Other Than Named Above: None .111111111111 IIN111111111111111I1111I111111111111111111 660501 09/24/2004 03 52P B1625 P488 h PLSDORF 4 of 13 R 66.00 D 183.50 GPRFIELD COUNTY CO EXIIIBIT A Legal Description of Reservoir Parcel (Includes Unocal Parcel Nos. 7631, 7632, 7633, 7634, 7660, 7693D, 7699 and Portions of 7616, 7625, 7627A, 7639 and 7646) Township 5 South, Range 95 West, 6th P.M. Section 30: Lots 10, 11, 12, 13 & 14 Sectional : Lots 2, 3, 4, 9 & 10 Township 5 South, Range 96 West, 6th P.M. Section 25: Lots 7 an 8 Section 36: NE 114 & SE 1/4 except that part of the South 949.99 feet lying West of the Centerline of Parachute Creek. Township 6 South, Range 96 West, 6th P.M. Section 4: Lots 4, 10, 12 & and all that part of Lot 1, SE1 /4NWI /4, SW1 /4NW1 /4, N W 1 /4SW I/4 and Lot 11 lying East of the centerline of Parachute Creek Section 9: Lots 3, 4, 5, 11 & SW 1 /4NW 1/4 TOGETHER with Grantor's 50% interest in a parcel of land, referred to as the Granlee Gulch School Parcel, in the Northwest Quarter of the Southwest Quarter (NW 1 /4SW 114) of Section 4, Township 6 South, Range 96 West of the Sixth Principal Meridian, County of Garfield, State of Colorado described as follows: Starting at the Northwest corner of the Southwest quarter of Section 4, Township 6 South, Range 96 West (This Corner is located on the South side ofa gulch) running down the gulch South of East 582 feet to the creek from thence down the creek West of South 207 feet from thence West 336 feet from thence North 363 feet. EXCEPTING therefrom that portion of County Road 215 that crosses the subject property including the Roadway survey parcels and slide parcels conveyed to The Board of County ofCommissioners of Garfield County, Colorado in Special Warranty Deed recorded December 30, 1986 in Book 702 at Page 424 and as corrected in instrument recorded June 15, 1987 in Book 714 at Page 1. A -1 SCHEMA. E 1- -131 Unocal Parcel No. 7639 (Book: 256 at Page: 144 Recording Date: December 28, 195 1) Grantor: Felix R. Lindauer. Karl A. Lindauer and Julius Lindauer Grantee: Union Oil Company of California) The following described lots or parcels of Land, situate, lying and being in the County of Garfield and State of Colorado. to -wit: Lots 3. 5 and ti of Section 25, Township 5 South, Range 96 West of the Sixth Principal Meridian, being a portion of Tract No. thirty -seven (37). in Township Five (5) South of Range Ninety -six (96) West of the Sixth (61h) Principal Meridian. Lot 5 of Section 30, Township 5 South, Range 95 West of the Sixth Principal Meridian, being a portion of Tract No. thirty - seven (37), in Township Five (5) South of Range Ninety -live (95) West of the Sixth (6t`) Principal Meridian, Sch. -AI -A47 33 • • • hook. 256 • Ywrr Ves:i.cs Deac 430 26th d y of Daco =bar, I. :be �.ar'ot - Tms Drmx. Made :hb . ��,1�d 'aft , PF•trti it. LLNALME. (Aloe _ ._ ri °a$ tiuia-tter), ' 0.1.i' C• Zthaa.Tf.. atoc.icnewn.as.Karl....._. - - --• - • •nvn ss•.e . tndatier), and 3lii:itlS I ..NCl h! , - . t • , / p:�+.. -Cerfi e.1 t :'. =.irei Beige; of CebtrsdA'ot.the are Port: ' 3d-U1i s• :�• . - ;CO ..r.. my -UNION • 0n..004A.NL q. C,LI.IP0/IN Is. ,. a con partition duly organised and' 44;x' of g tu:Ayr•anttli' "vi:rt -serof •the 'lvaL -Of 'the.:' 3tato of ',Calif or „ ;baviu AdC itri is t` s�aa.ijoit 6e;i:Teateit.o actor ��l- tai - :ti x74'• "w .. r� , -' - - +e1iii: d7.ip�d►, a�lie Neead port; •. Pgy.thasaW.partias, of �.he dr's,pee. tmretri !,e eemdderntSoa,e tb...o of := Aa1.1;sr , (4SQ©0);nd;oChoryva1ual' cgeuyfderAtiQrg . , ,nnt AQLL4gB. - :_r.�.. . • • , • � ._ ,° J • 141-. ,"017/ 1}f/ r , • ii�&badd 9�16 a 'td 11•t y+et 6n haat wi b! !Aa saki putt' _ a the Aped pvt.t5i ; Sa Deieby eate eed aad ukoo.l;iscd Italia , barrotoed, lard rind eob ibwe . :r t i;- . ' itedvalel; jbard -i oto-.41 i Y w�cX bf wa.°„.r Nit r 'i1oraf Barra iatme ad7kaiMlie%iriii►; * kei lO M*dRg •dseribed lot. 5 or soma a : 4 41, a'ol' ielit t` • t -.';:*.cr- Cudiq of Garfield dv 1 ! ),' . N.l L.,. -m, �•..a. .c......_ _ ..a- •sv-Ne —: .:lie ;11,....44.,T44.4:.... C 4 r,,trfet i3)`' aa pa`tir.sen (,ttir? •of'$iiiiA; +-hart, tad :04,1 ;of :,seotiofl'. hirty -GAe t31).,'• otlnIhiP.FI'w Ban a Lnety- five..(95), West. of the- 5ixth.,(6th) Prineipsl g . ,>..' ;•w�,L • ,. _ - ..n am Aiav ea 'Y6S,- ,Seven t`?), of SAdtion �lienty Siva 72$) and t ") 4ttheAst .Lies ter,i,(2a1041i.,,-.VCrx3aat a►µL Thart'y�i!. C.5 .�( i 'famish p ilia (5) So�uAt�h�n, hang. Nicety- -six (g6 Mast oi• -44. :t' (61t1 )-1 r c .± .ilerial•.4.- • ' �+iirH L•-': - - r-', -.4- '7- .fi"f�atr, 4r' -it ._ . �. ,%I it t :tc.,;thi) rty�eeven: (39)a in 9eattons' Tventp4i:e (2Z an d ' • y. i;' t?Tovitahtp pLve(5) •3otrth of RaegerNinety -rive -(95) .. his -96:_1 7r°vfSia� ixtt— .2rineioa1 Meridi s, -- — '.s •.M1,ri�y and all-veils( 'existing vieibIi "eaaduonta and. rights y,,,�l— ipay tart, roads, ditches,: eleetric...posrer, linos and teiephe[n[yy4. ]m1esa..' as b riv : yith1,a.11, of'° gr�atlttar3•, latersit: iii atrd: to. aid] and 4,11,111.., Mt, ' 'i. rater.. rights'.,• apgnrtenhnt .•or.,connectecf -vith the a��,�Qis ; [ inaluding.ttte,epring.Ditch No. ,108, &B : the •.Tlist*►o'rk ...,--::-F.,.... ttahipttx.;41V0 X, , the Bast Fork Ditch. No. 11.0 8,: and. aria,, 14; ; r. 82 C,,.ail lai.,lcatsr Diatricf.No• 39. 3'' '',' , 17., n .4-,..;;,...t. 4; - - i ai 3iR 40ui' X k1I a t. r i r iii kith lba'r i'ltlk t . a• .'.1f Ori'fbx. • •, r t , , c 0 r . z. , lA.. t• 2 1 O1Ea, x 932$9, f- #01496 i A L w 41R k 00•TrA� L 1�i' :t ii1.:�j: 4i..1 'AN :;; i /V.i 3 1 a . -. - f • k, •r '1 tgyy . p . r. , . a ,ilf •ardsl .viiiidist4ifvlter 6 • arocs'e'daadi ; .-6141 br aOP- Ii&t• lira* ei p� th$! Iteierttgtit tdft.Qt: �•F 4Am `8•7L 0.40, ',Pk r At! 1 ,--,4.-- R tt A 1,4 � f A e :V' Y Ao � • grl tt6l11F .1 T vie* hi tie#l4L-e� cadmini aara •utl astlgaar ►that. , Bain nev•'t us;'dttedil � a[ td xotim7dire]liftk hornet ifIth 4514;64' i5016ri ::iteEe difadir . pthssa FeI R:•Tiraitoi aitt tl" L i�144. 5renis hindla it?rol: -t is=Catiit 6 d lin& "r ...- Yor hw i1d1 ' fink.-o t'P'itadinte'Crde2rerrhicitifis iierabyild'd.lidi" SF+d;�1S!..f n - 3ropI t9,,`. "riittt;•ilte 2fa'fald -graatoTf?et Pre„: ",r et [ °ctok . 9562_; Pale lA3 • "',1Ll6ilhuer;= iris- heirs, executors, adci si stra tors and essig0S• ta_ 'ra-- amova"- the• "sane from •aaid preoi'sesas hts =aixY thatr_owritproperty,._by - 4tiVir6ntf oL'Digrelnbbr -31bt; A. -1)::-.1.9 55: bit•1C the same shall not be 71"if :rectoved'wtthia the tUo limited,: than said dwelling house:?hdll bbeeitir.6 a part -:of• said• - r6mises a "'•real; estate: • 1 • - A.13o, %3a0'er- • and ekoept, -and: rnsax4ing, hovevar, 7 to the 'kr`teiter IJitlius 1.indaner, his heirs.; executors, administrators and assl.gns, •xthet~ :certain new one story frame, six -roam duelliug house with Co 'On fad, 111m; the, 'Said ,3i71'itis e , spot ,the;:lea'sed;•p1'a"aisos,'nnd; located -ea- t :of= the'COMO':R Aad astd .‘"East .of the'-middle fork of Porachtt,te Creak, ,4iLch is hereby de- . •, reiared , . to' be..persbisa3, property,' wick :the�rtght= tn'satd'�grnator;, • 'CLa litistLindauer1 :las'heirs }I execu ors- , "hdednisttatore' Nat - iisigns t'bsreadve, the • settee=' from • said. promises • as his- a ttd' brat - rent ' pyY'n -. • vD�Tt b7',:the oud;of- 'Deietrbar'31st, A:":D .:19:5 2ittt Ir.'tlid-'51*e . -'- 1 shall' not••bo"'So4- emoved "within the tits& Ifmlte ,-then aald�dvell- X hats°_ shall tt cosse •a• part. of said •premises' 411.3 rail. estate. 7!: ti. • s.. l: • +J iv ., sI taLi • i. ". '''S)• :iii -*� 1 ri• 1, • ,1 tJ. �roQa*rfi 8 trithAtiand usgnior tl a 3aroditarrttn a and opp'ertanorire. tkereintd`trsiuttiag, or is - einl�i+e g sad ;tLt hrtrtton sad re+e7aiom, �rnuiadsr anderi., emfs.M�tay _ •r,.. -- -i•-�, . •' - ,. . ` , •• r.:,, .a -! . `tai St:•1 4 .ti ert ; cud lir eite tigt, zsstext,- tim .d de a a=d rAiEaoaer, dtbe eaid 7.18;;. 4 tke first Pant either in :ow or equity. or. a rod to t\•• *bare bar;stn«I prefigA with-' -- }} ;.,..":,:.-.1:::::,:[:: r'" i'• �:7F�L'Ai•.i 4k���,11G•,. • j �i --.7X , .JJt*t son' a owi appitittoo4a . • . t ' .:. , ; c:t 4'•.2,2.-1 r "'s <1:7l.'•1'a'H,i'vK.AND TO Hor.D the +rid prtaoi es obr nit borptnsd •a3 desrtibsd; with do apps ibe-�' f• •'.i e4e0-- tlathn,'0ilt`Company of Col iforti a, . •rt •1•• •, -1 ; 5110Ce5SOTS y. - ae•ilie tjT3 7i�:t�t—sariilaa'Tdro+iz. - •.1.0L- kiaWield Felix R. Lindsasr, Karl A. Lindawer,atid-'71111.ttI o'!',,t..°nn?�� I 1,.. • .-uo..i • r, - ...:erg '.'Fe.: ejo :` 01. s. • ,,t` - 1►4l: i, ► "t .e. partlea. of the Prot part., .. .n +,.(p;.••.4.) q�ttt*u ` ..t . Tea, Oter heirs, , 'tagale :: -y,ilt '-•_.- --.-----7:. 91tCeoa50ia .q1,' i . ^? rsrtpt, •n maw. azen,q •' arwellaeitd 41kiesr ,ra of geed, i1nr..ptth i6plote and kri iatbtblwvtat -oI +4h re lover lntw " :7 2A • te„ ' „t. ; �4tirt VI/ . r7GQ ?. pn1 tep it. _ ZTLi 4 1'07Xl 'ar it t tfo t,..--se itk'ea;`wtKt{reji chi t t ' '" ma y ,7C . r r Q ::W t•rii1Y fi9- 4.- .} .a1; ;. x. _ -I'. •ir t4reZ 1...•••1 •ide aoa tO NA sfis ie tt'and bvaatot eteltah er-fdedrbr.iaensijieirs'e'• p Y `•,.."1.00 •'-•e'. iF.+ ¥.'r� - . �0'4� .;,13.., IL • ' ''„� +rSay 3•, i t t ?! � "S . +.. ir; .t '.......1 YY r,• r 6 1 • s .r • `1. ?r.' :-i :1o.•Aa.11 -f' - J.:, -- • .. • _. .. r a� • u, ~ 111 n't'• • A Erook 256 Peso t-7 •"•:- ••• ' • . re and Iles alloy* hurt bud proriteo in tem oeliti arrepeaccaora pc'd$E1Pliettl of (ho ireQ port rr :of .t.i a li;t0,0.41 pin r i t 5 ,Ue•Cedifigilid .: : ' ' • saskstovaing isa241 oral poos or penoft, iloat,_. ?sr ...jiimiztic or to thin, the slate or 1 4 tlti firer pan ahatt arsii: Ina WARRANT kid) POREPPit D3513ND. raftWnenE09..AI0 nod Parties of rtrr drat part have bfrimato let the tr , .. - 1,7".: • . ds -irra arils •"' 4bo.re writ-yr"- w • .• • - .. • ..m4Dearend In Prowls.. et ' r • • - • • -• .• • • was OP COLoitiLDO, ens. af_alltrriall, _• " brown jut:maw .was temp wiadva beim" no tiki. 28th 47 of Nes/Awl' I - it. atIATIZR -(also. known 1471 Foltz Li Masa KAAL A.. -a kaav:r-tis Karl I. 1 rti auar ) And JULIT LINDA:DKR . ill-ormia 4tst.29, 1954*- - ,fintiok,IA114-(sEALI • *Mkt] ....36;1_0•4.4*._-7_, 1SRAL 1 . . . 1.13DIOIrLANKIXT. =WM or, • .,•47:•• ="4.7:2.7.-•:-.4"..W37.. 1 • • - • - • _ • , - _ - • - - 5.4„fd or= umlimion vili.r7it win/ oronoroo. 4.••••.1•44", ••• •Olar a••••10w 41••••■••low V W •113.- ••••••••■1•0, 0.. 0/■•• a I • N••••••ilin. ••■••••• • • ' •••ft •••••••••■••• • p. , • • • • •!. • , 1. • - • 4: 4 • ........ •••• • • ••• • •,116•-311_112.1.114- - s• • 1•-• • ; • .1111Mr:11:111:; lhVitit ijil'I !LLIIIi.11Rl:n.li4 �,l>`� 11111 Receptirsnti: 760313 12118/2008 03 14,00 PM Jean FlberFco 1 of 6 Roc Fea,$31.00 Doc ras 0.00 r,ERFtELO COUNTY CO OFFICE OF THE SECRETARY OF STATE OF THE STATE OF COLORADO CERTIFICATE 1, Mike Coffman, as tare Secretary of State of the State of Colorado, hereby certify that, according to the records of this office, E WANA OIL & CAS (USA) INC. is an entity formed or registered under the law of Delaware has complied with all applicable requirements of this office, and is in good standing with this office. This entity has been assigned entity identification number 20001081983. This certificate reflects facts established or disclosed by documents delivered to this office on paper through 11/06/2008 that have been posted, and by documents delivered to this office electronically through 11/11/2008 L 10:18:03. I have affixed hereto the Great Seal of the State of Colorado and duly generated, executed, authenticated, issued, delivered and communicated this official certificate at Denver, Colorado on 11/11/2008 L 10:18:03 pursuant to and in accordance with applicable law. This certificate is assigned Confirmation Number 7223924. Secretary of State of the State of Colorado * w$******* v**s * * * * *r * * *$ * * * * **a *t**1r *En( dotC Cf11fCate * * * = ** ** * *** * *4*$ *ts** *i$$4 *sit *a$* ** *****, 159ficc :d reft create. iassawiefecrronicaf frfromtheC'otorado,iecrerart: Srnre3JV.ek islrli r nLttru ✓re'irnreffrsandetictefff011.. !karerer. as on optron, the issuance and ralidiv of certificate obtained ekc'wonicofly may be established by visiting the Certificate Confirmation Page of the Secretary of Smte's Web Tile, lntp; -„or 3:+i opts:. tai: r'eollirar:,S'.•,ucl: 'rif.' r„rrfo entering the certificate's confirmation number displayed pct the certtfrcare, and following the instrin,'ttarrs displaced C'onfirnling die .isrItmnce.of a certificate is merely npsional and is rcpt rteG@Jsaiv to the idisignd. D'frti s, * lamp, fcal[. For rnorr rrsR attr F1'eb site. hair. ,r ' i,x F,,. »ir, ., <<. rr, a /kk lr,rSinesi (enter and select "Frequently Asked Questions. cr1 r GS 1' iteria of uY 20 -210.Y . IIIIPM, ?VES E L T I ii),11Iill Rc,eptionll: 700313 2)l1I2000 03 14700 APl Jean mbar IRn 2 of 6 Rec Fee:$31 00 Coc Fee 0.03 GARFIELD COUNTY CO PAGE 3 The yirst State T; HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OP MERGER, WHICH MERGES: "TBT PIPELINE COMPANY ", A DELAWARE CORPORATION, "TBI WEST VIRGINIA, INC.", A DELAWARE CORPORATION, "TOM BROWN, iz c _ " A DELAWARE CORPORATION, WITH Aar) INTO "ENCANA OIL & GAS (USA) INC," UNDER THE NAME OF "ENCA.NA OIL & GAS (USA) INC. ", A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE TWENTY— SECOND DAY OF DECEMBER, A.D. 2004, AT 6:15 O'CLOCK P,M_ AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE FIRST DAY OF JANUARY, A_D. 2005_ A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS. 2137895 BZOOM 040934710 Harrier Smith Windsor, Secretary of State AUTHENTICATION: 3584585 DATE: I2- 2.9 -04 Receptionit: 760313 5211812008 03 14.00 Yri Jean Riber lw 3 of 6 Rec Fee :335.00 Doe Fee 0.00 G0RF[EL6 COUNTY CO DE0 -22 -2104 11E1) 04:12 Ph FAR NO 30383223135 P. 03 State o.:; Daiaware Sovrtitary of Stafe D.tvlsian of 4arpoXraticns Del iveseci 06:15 i .12/22/2004 VW 93d7I0 - .223/7895 /�8LE STATE OF DELAWARE CERTIFICATE OF MERGER OF 1)OM .STIC CORPORATIONS Pnrsuant to Title ti, Section 251(c) of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger: FIRST; The name of the surviving corporation is EnCena Oil & Gas (USA) Inc., and the names and jurisdictions of the corporations being merged into this surviving corporation are as follows: flame Iurd'sdiction of Incorporation Tom Brown, InC_ Delaware corporation Ti3I Pipeline Company Delaware corporation TBI West Virginia, Inc. Delaware corporation SECOND; The Agreement and Plan of Merger has been approved, adopted, ccrtit ed, executed and acknowledged by each of the constituent corporations. TFYYRf): The name (lithe surviving corporation is EnCena Oil & Gas (USA) Inc., a Delaware corporation. FOURTH: The Certificate of incorporation of the surviving corporation shall be its Certificate of Incorporation. FIFTH: The merger is to become effective on January 1, 2005. SIXTR: The Agreement and Plan of Merger is on file at 950 17th Street, Suite 7600, Denver, Colorado $0262, the place of business of the surviving corporation. SEVENTII: A copy of tho Agreement and Plan of Merger will be fttrrrishod by the surviving corporation on request, without cost, to any stockholder of the constituent corporations. TN WITNESS WHEREOF, said surviving corporation has causal this certificate to he signed by an authorized officer, the 17th day of December. A.D, 2004, E1ICANA OIL & CiAS (USA) INC. tMc A. Viviano, Secretary QAPACtnu_h2$201VCA Corgi ■se lEed ,;onizs6inn \Prolne l DiT6l5 \Stela Filings kr)cturrsttK'LrIMerttr_nf arps Jac Fteeeptiortit 7C0313 12it if:linos on 1 4 00 PM Jean fl I ber Go 4 of i Roo Fee . $31 00 Doc Fee:0.00 GARFIELD COUNTY CO Document Processing s r et ir documgrit is On paper; $10.00 Vdocnrvent iS tiled eleolromeally: Currently Nit Available Foos pre 4 ulsjtet le change. res .L!sr...1004 ean.L; and 0 at0,in capi:lof fled deoneen4 visit gar ducumcntS 0. CLoonla S;Ltruary of SAL 4 IL. 101.1 (011 CII 1560 El ioas1,4y, Svils, 100 De011.7, CO 00202-5169 Pwr docamtrAs nem 111 1pCdcI machine primed Strtrontra of For eip,n Entity Withdrawal filed pa root to O. 301, et or and 0-90 beL6 II,: lorAQ s;aiuter (C.R.S) .1.6.7■5107-11:!6 1 0.1.3C, :1‘.7.c:Lif.F17 II STAE 1M -1! 1 ID I. 'frac 'Lorne. 2. ASSarord tory nant aor.stseao. TICO ■un.) 3. Rcgistered agent: (if-Jr, iodn.iduLi). OR hi% but)e....ss 087 i73E.159 T11,71 Mahe, no r Rap) ((Ti-id MIrcLikl 71.e person appo.nted ns registered agont III the document 6.10 consented Lo being so appointed. itegislered ager.t 011140 ,Iddtess: 1141'SW,red 11.:C0I Cc, ii r.g ,1(1,37e5A Ill (C00: :60 la) cOMIC npd Co fC,W. 0.5,W24, 041) .'4.1'• on0v V1,11 0r.t, .16, 11I00Cj r.Srak.) IPJ.raLZ■p. rod.n IPro..(Acc ux.1,2.6.9 rre,16. - Ole If tit: registered agent !s longer to ho ntn intai :Ards 110 iIbdiliCiC addre-Ss to ,Lnte ...wk.n of pence:3 may be nCana 0A 0 ;:las(cSMIte. (30-eri••lor 044 ilvANt or ApcitZlice Nor irmfor.ron!ront :17r; 1111, Pa 160 rent I1610 Denver CO 00202 (100rJ 1.-fob Pt, 7•130((4 GI 1, X1II rr Ailif,7t NY'll cif /I Vl0 * 11111 Recepilonti: 760313 12/18/20013 03:14:00 PM Sean nlber Len 5 or 6 Rec Fee :$31.00 Doc Fee -0 00 GORFIELO COUNTY CO t'S0 d. Jorisdic',,on of formation: oetawai`y 5. Principal office mailing address: 37017ot Street. Suite 1700 f.,, MI name rvJnurn9.:. a: put, Ogin. do. �ncw.anrk,J Connor CO 05202 K14/ mr.1 IPo :0.7,pC.. :r7 6 The en!:ry will too longer pentad business or ennd'Sct activities in this state and it r elinqulshts its authorty 10 tta0.5241 business or conduct aetivieics ut ibis state. The Iegistrarion of all trade names registered by die fatuity with the secretary of stale p1rsvant to §1.70 -i 01, C. R,S, and any assumed entity name pursuant to ;,7-90-603, C.R.S. ire withdrawn upon the li( „g of this statement. :l, fOpGsn!etfj fk co.t4 effective date: kg :Ohm:4 Caus'rig this document to he delivered to the sterelary or Sratt for Iii;ng shall aintstiture the affirr atian or at:Lhowledgn,cnl of each individual caosin% such delivery, Larder penalties of perjlry, that the document is the indiy'tdual.s all and deed, or that the individual in good faith believes the focsizr.eni is the act and deed attic person on whore b0holf,lte Irdiv idugl it caunrrig fro domriooni to tie delivered liir tiling. shoe, m cnufnnr;,}' with the lequrrelnanis of pan 3 of article SO of ruse 7, C.(t.S., the cso srirutat d ieutne:: s, and Llic arbranio statute's. trod that the individual in good faith belies-en Inc facts Staled in 100 document are true and rite document complies wItlt tire roc rirernctts of ant Pact, the Wri4!i',1rnr do nrr r riri, A:In rho ear Lnnrrnc si- n to.. Ills voids,/ notice applies in caul individual who tones this duetm..ein no be delivered W rho seer <lary of slat.:. whether or not such indivirl'dol in named in the doctunenn as one who has caused it to he deliver:d. 9- `'.Ir.:1 )aid nddr:o0o:),:i! intlividcal(s) causing the e'ocu:r.cnt to be delivered for Gling. Gram Cara A WOO., Sir,!ivi1 Ale Oil 3 ioolvy, I'. C.. tar.cr+nr„er „n:,,, -,: U-r orrv,! [WIC, 'r�fo, rnrrcllorf 521 17th u:r oat, Suite 500 Van vat Co 80.303 —” rCrpL frn,mr rrv,r.d,'[,rH it' lP, ormtc :rf appi I Coble) fCaunrq. _,J n o! US) Nn :,lorvrna,nacfnosear ;r,:In.anom m:Jadt +fad, c!,'.on• din auc .. Ji0Jre! lrsmr,cr,irwu ,.h5 fosmr ;rtie nn+r -c not red,... lJ .ui•1 :ru :drrJ,i:)aA�a7s rr.w :re,i, un,. rnr+ vA-. i,l hrrr: i:.J n isc,,.,u :ri :u5u :f.mrfl,rctr,urc eurrnaL,muit,. :I -,., rh. a,, .. and �: ,:A: s o�F :art, h,An r f :ear l Uitclmminter: This form, and any related instruction,, arc :nil intOoled to provide. legal, business ur Inc advice, and are offered as :, public service without reprosentaliQO ur vr Rom ty, WII=Ic t!': s folio is heItcoeld to satisfy muulv'am ;tit. ,titO/it -..rs Bli kp ./ VteM IMiliir ? ,iV /0 irl" 14 f IIL614 *Iiiril 5 III Reception #: 760313 121181209£3 03.14.03 PM Jean RSbOr:co G of 6 Roc Fee Rat 00 Doc Fee :0.00 GARFIELD CGUNIY CO 4y;a reyuirentcI1b as fns IC -SIua dale, compliance with applizahle 'aw. as the sine mu y h_• a rncndeil Dom time to time. reu}aislr the rsspanstbili ty of the user al this form. Queatiaus should ha addressed to tha user's atronre y. Orr.) I.Y.0 1 roil