(Concession Properties)
NAVAJO NATION )
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STATE OF ARIZONA )
COUNTY OF APACHE )
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STATE OF NEW MEXICO )
COUNTY OF SAN JUAN ) KNOW ALL MEN BY THESE PRESENTS:
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STATE OF UTAH )
COUNTY OF SAN JUAN )
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UNITED STATES OF AMERICA )
That, ____________________________________, a _____________corporation whose address is__________________________ ("Assignor"), for and inconsideration of $10.00 and other good and valuable consideration in hand paid to Assignor by HARKEN ENERGY CORPORATION, a Delaware corporation whose address is 2505 N. Highway 360, Suite 800, Grand Prairie, Texas 75050 ("Assignee") has transferred, sold, assigned and conveyed and by these presents does hereby, as of August 1, 1994, transfer, sell, assign and convey unto Assignee, free and clear of any and all mortgages, liens, pledges, security interests, charges, claims, restrictions and encumbrances of any nature whatsoever created by, through or under Assignor, but not otherwise, the following described "Property":
All of Assignor's right, title and interest in and to:
1. (a) All gross proceeds from the sale to purchasers of (i) casing head gas and (ii) under the 1987 Tribal Agreement (hereinafter defined), all oil, gas, hydrocarbons, helium, nitrogen and other gas resources and (iii) under the 1983 Tribal Agreement and 1984 Tribal Agreement (hereinafter defined), all oil, gas, helium, hydrocarbon and other gas resources ("Petroleum"), produced, obtained or secured from the lands described in Exhibit "a" attached hereto and by reference made a part hereof, as subsequently reduced in accordance with the Tribal Agreements (as hereafter defined), (the "Area") pursuant to the following described "Tribal Agreements":
(1) Oil and Gas Operating Agreement dated July 28, 1983 by and between the Navajo Tribe of Indians, as Owner, Chuska Energy Company ("Chuska"), as Operator (the "1983 Tribal Agreement");
(2) Oil and Gas Operating Agreement dated November 26, 1984 by and between the Navajo Tribe of Indians, as Owner, and Chuska, as Operator (the "1984 Tribal Agreement"); and
(3) Oil and Gas Operating Agreement dated February 18, 1987 by and between the Navajo Tribe of Indians, as Owner, and Assignor, as Operator (the "1987 Tribal Agreement")
(4) after deductions for the percentage of gross proceeds payable to the Navajo Tribe of Indians pursuant to Section 16 of the 1983 Tribal Agreement and Section 15 of the 1984 Tribal Agreement and the 1987 Tribal Agreement; and
(b) all other rights, titles, interests, benefits and privileges, if any, whether real, personal or mixed, arising out of and created by virtue of the Tribal Agreements, that Assignor is permitted to assign pursuant to the terms and provisions of the Tribal Agreements, including without limitation (i) all right, title and interest of Assignor, if any, in and to Petroleum severed and extracted from or attributable to the Area; (ii) all right, title and interest of Assignor in and to accounts (including but not limited to accounts resulting from the sale of Petroleum at the wellhead) instruments, contract rights and general intangibles arising in connection with the sale or other disposition of any Petroleum produced from and after the effective date hereof; and (iii) all right, title and interest of Assignor in and to all other, if any, contracts, operating agreements, farm-out or farm-in agreements, sharing agreements, mineral purchase agreements, rights-of-way, easements, surface leases, permits, franchises, licenses, pooling or unitization agreements, unit designations and pooling orders affecting the Area, the Operating Equipment (hereinafter defined) or Petroleum produced from the Area or which are useful or appropriate in drilling for, producing, treating, handling, storing, transporting or marketing Petroleum produced from the Area together with all technical, scientific, geological and seismic data and all other information of any kind whatsoever heretofore obtained and accumulated by or on behalf of Assignor and that may be so obtained and accumulated in the future in connection with exploration for and production and development of Petroleum from the Area.
2. All of Assignor's right, title and interest in and to operating equipment used in connection with the exploration for and production of Petroleum under the Tribal Agreements. The Assignee is acquiring its interest in such operating equipment regardless of whether such operating equipment has become incorporated into or fixed to realty or structures or improvements located therein or thereon.
3. The aggregate of all net revenues ("Aneth Plant Revenues") that Assignor receives as a Plant Owner under the Plant Ownership and Operating Agreement for the Aneth Gas Plant, said Plant being more particularly described in Exhibit "B" attached hereto and by reference made a part hereof, made and entered into December 31, 1986 by and between Chieftain International, Inc., Exxon Company U.S.A., Mobil Exploration and Producing North America, Inc., and Texaco, Inc. (such four entities hereafter the "Original Plant Owners"), as amended by (a) a First Amendment to the Plant Ownership and Operating Agreement for the Operating Agreement for the Aneth Gas Plant, San Juan County, Utah, made and entered into May 31, 1987 by and between the Original Plant Owners, and (b) Consent and Ratification Agreement made and entered into December 21, 1987 by and between the Original Plant Owners and Assignor, and as may have been subsequently amended. As used in this paragraph 3, the term "net revenues" means all revenues actually received by Assignor less deductions for any and all liabilities, losses, claims, causes of action, judgments, damages, awards, fees, costs, expenses and attorneys fees payable by the holder of Aneth Plant Revenues including without limitation all applicable taxes, royalties, service charges, rentals, capital contributions and costs of producing the Aneth Plant Revenues.
This Assignment and Bill of Sale has been executed and delivered pursuant to that certain Concession and Lease Purchase Agreement (the "Purchase Agreement") dated effective August 1, 1994 by and among C.A.B. Resources, Inc., Crusader, Inc., Australian Hydrocarbons Inc. and Assignee and is made and accepted subject to the Purchase Agreement and the following:
(1) the terms and provisions of the above referenced Concession and Lease Purchase Agreement and all matters set forth therein including without limitation that certain Joint Operations Agreement, dated August 1, 1988, by and among Chuska Energy Company, as Operator, and Assignor and others, as Non-operators;
(2) liens for taxes, mechanics, laborers and material men arising by operation of law to secure sums not yet delinquent or due or being contested in good faith by appropriate action promptly initiated and diligently conducted;
(3) Assignee shall not acquire by virtue of this Assignment and Bill of Sale any operating rights under the Tribal Agreements; provided, however, this paragraph shall not limit the provisions of the Joint Operations Agreement; and
(4) the terms and provisions of the following "Partnership Agreements" more particularly described on Schedule 2 of that certain Concession Purchase Agreement dated August 1, 1988 among Chuska Energy Company, Assignor and others:
(a) the Agreements of Limited Partnership for Aneth No. 1 Ltd., Aneth No. 2 Ltd., Aneth No. 3 Ltd., Aneth No. 3A Ltd., Aneth No. 6 Ltd., Aneth No. 7 Ltd., Aneth No. 8 Ltd. and Aneth No. 9 Ltd. insofar and only insofar as such Agreements of Limited Partnership pertain to the "Contract Areas" therein described; and
(b) Agreement dated September 11, 1984 by and between Chuska Energy Company and Trafalgar House Oil& Gas Inc., insofar and only insofar as the Agreement covers the properties and wells therein described.
TO HAVE AND TO HOLD the Property described above, together with all and singular the rights and appurtenances thereto and anywise belonging unto Assignee, its successors and assigns forever.
Notwithstanding anything herein to the contrary, Assignee hereby assumes and shall pay, perform and discharge when due all liabilities and obligations relating to the Property, other than the liabilities and costs set forth on Schedule 2 attached hereto.
The only warranties made by Assignor in connection with this Assignment and Bill of Sale are those contained in the Purchase Agreement and any other warranties, express or implied, are hereby expressly excluded. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR THE SPECIAL WARRANTY OF TITLE SET FORTH IN THE PURCHASE AGREEMENT, ASSIGNORS MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO TITLE TO THE PROPERTY. ASSIGNORS HEREBY CONVEY THE PROPERTY "AS IS, WHERE IS," WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING WARRANTIES AS TO DESCRIPTION, VALUE, QUALITY, CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
For convenience of recording in the appropriate public records of the Navajo Nation., Apache County, Arizona, San Juan County, New Mexico, San Juan County, Utah and the United States of America, this Assignment and Bill of Sale may be executed by the undersigned in multiple originals it being recognized that all of such multiple originals, if any, shall comprise only one instrument of conveyance.
EXECUTED this the 20th day of October, 1994, but effective as of the 1st day of August, 1994 at 7:00 C.S.T.
(NAME OF ASSIGNOR)
By: ____________________________
Name: __________________________
Title: ___________________________
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