SUPPLEMENTAL NET PROFITS CONVEYANCE
Exhibit 4.5
SUPPLEMENTAL NET PROFITS
CONVEYANCE
CONVEYANCE
OF THE
XXXXXXXX COAL SEAM GAS ROYALTY
TRUST
TRUST
This Supplemental Net Profits Conveyance (“Supplemental Conveyance”) is entered into this
19th day of May, 2010, by and between Xxxxxxxx Production Company LLC (“WPC” or
“Trustor”), a Delaware limited liability company with its principal place of business in Tulsa,
Oklahoma, and Bank of America, N.A., a banking association organized under the laws of the United
States of America with its principal office in Dallas, Texas, as successor Trustee (“Trustee”) of
the Xxxxxxxx Coal Seam Gas Royalty Trust (the “Trust”). This Supplemental Conveyance is made to
the Trustee and and The Bank of New York Mellon Trust Company, N.A., as successor Delaware Trustee
(“Delaware Trustee”) on behalf of the Trust.
RECITALS:
WHEREAS, Xxxxxxxx Production Company, a Delaware corporation, has previously conveyed to the
Trustee and the Delaware Trustee for the benefit of the Trust a Net Profits Interest in and to the
Coalbed Methane produced from or attributable to the Underlying Properties and an Infill Net
Profits Interest in and to the Coalbed Methane produced from or attributable to any Infill Xxxxx
according to that certain Net Profits Conveyance (the “Net Profits Conveyance”) dated effective as
of the 1st day of October, 1992 by and between Xxxxxxxx Production Company, a Delaware
corporation and The Xxxxxxxx Companies, Inc. to the Trustees of the Xxxxxxxx Coal Seam Gas
Royalty Trust;
WHEREAS, Xxxxxxxx Production Company, a Delaware corporation, was converted to a Delaware limited
liability company, effective December 31, 2000.
WHEREAS, Bank of America, N.A. has succeeded to the NationsBank, N.A., as Trustee of the Xxxxxxxx
Coal Seam Gas Royalty Trust;
WHEREAS, The Bank of New York Mellon Trust Company, N.A. has succeeded to Chemical Bank Delaware as
Delaware Trustee of the Xxxxxxxx Coal Seam Gas Royalty Trust;
WHEREAS, the Net Profits Conveyance was recorded in San Xxxx County, New Mexico at Book 1157, Page
786, in Rio Arriba County, New Mexico at Book 141, Page 172 and in La Plata County, Colorado at
Reception Number 640646;
WHEREAS, Capitalized terms used herein shall have the meanings as defined for such terms in the Net
Profits Conveyance unless otherwise defined herein;
WHEREAS, References in this Supplemental Conveyance to Exhibits shall mean those particular
Exhibits to the Net Profits Conveyance unless specifically identified herein as an Exhibit hereto;
WHEREAS, the Trust Agreement dated as of December 1, 1992 (as amended, the “Trust Agreement”)
governing the Trust authorizes the Trustee to agree to modifications of the
terms of the Net Profits Conveyance or to settle disputes with respect thereto under the conditions
set forth in the Trust Agreement;
WHEREAS, WPC and the Trustee desire to execute this Supplemental Conveyance in order to supplement
the Exhibit A-3 to include certain additional Drill Block Xxxxx that have been added by approved
expansions to the Federal Unit Participating Areas to certain Federal Units since the effective
date of the Net Profits Conveyance and to further clarify the terms under which the Net Profits
Interest applies to such additional Drill Block Xxxxx and any other Drill Block Xxxxx that may be
added to such Federal Unit Participating Areas by future approved expansions during the term of the
Trust;
NOW, THEREFORE, for good and valid consideration, the receipt and sufficiency of which are hereby
acknowledged, WPC and the Trustee hereby agree as follows:
ARTICLE I
Section 1.40 of the Net Profits Conveyance shall be deleted in full and replaced with the
following:
Section 1.40. “Underlying Properties” means (a) those interests specified in Exhibit A-1
(Part 2) in and to the leases described in Exhibit A-1 (Part 2) insofar as such leases cover the
Fruitland Formation underlying the lands described in Exhibit A-1 (Part 2) and (b) all other
interests of WPC which WPC owns, as of the Effective Date, in Fruitland Formation underlying the
lands described in Exhibit A-1 (Part 1), Exhibit A-3, or Exhibit A-5 and (c) all rights and
interests of WPC under any unitization, pooling or communitization agreements and/or orders
(including, without limitation, those described on Exhibit A-4), to the extent such rights or
interests are attributable to ownership of the interests described in clause (a) or clause (b), and
(d) the Farmout Properties, and (e) the interests of WPC in and to any leases insofar as such
leases cover the Fruitland Formation only and only insofar as such leases include ownership in the
additional Drill Block Xxxxx listed in Exhibit A-3 to this Supplemental Conveyance which have been
added by approved expansions to the Federal Unit Participating Areas of the Federal Units listed on
Exhibit A-4 effective as of the effective date of the expansions to the Federal Unit Participating
Areas for such Drill Block Xxxxx.
ARTICLE II
WPC and the Trustee agree that WPC will further supplement the Net Profits Conveyance by
addition of any other Drill Block Xxxxx by the expansion of any Participating Areas for the Federal
Units covering the Fruitland Formation only which are approved prior to the effective date of the
termination of the Trust. WPC and the Trustee agree that WPC shall have no obligation to
supplement the Net Profits Interest or convey any interest in any other leases or lands for any
Drill Block Xxxxx which may be added by approved expansions to Participating Areas of any Federal
Units which are approved
after the effective date of the termination of the Trust and that such interests in any leases
shall be owned by WPC free of any obligation of the Net Profits Interest.
ARTICLE III
Except as supplemented and amended hereby, all of the other terms and provisions of the Net
Profits Conveyance shall remain in full force and effect.
IN WITNESS WHEREOF, each of the parties hereto has caused this Supplemental Conveyance to be
executed in its name and behalf and delivered on the 19th day of May, 2010.
| Xxxxxxxx Production Company LLC | Bank Of America, N.A., | |||||||||
| Trustee of the Xxxxxxxx Coal Seam Gas Royalty Trust |
||||||||||
By:
|
/s/ Xxxxx Xxxxxxxx | By: | /s/ Xxx. X. Xxxxxx | |||||||
| Name: Xxxxx Xxxxxxxx | Name: Xxx X. Xxxxxx | |||||||||
| Title: Vice President | Title: Senior Vice President and | |||||||||
| Administrator | ||||||||||
