CONVEYANCE AND ASSIGNMENT
XXXXXXX PETROLEUM CORPORATION, a Delaware corporation, and
XXXXXXX PROGRAMS, INC., a Delaware corporation (collectively, the
"Assignor") whose address is 0000 Xxxxxxxx, Xxxxx 0000, Xxxxxx,
Xxxxxxxx 00000, for TEN DOLLARS ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, hereby grant, convey, transfer and assign to
DELTA PETROLEUM CORPORATION, a Colorado corporation ("Assignee"),
whose address is 0000 Xxxxx Xxxxx, 000 Xxxxxxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxx 00000, a net operating interest (as herein
defined) in, to and under the following:
(a) The oil, gas and mineral leases described on
Exhibit "A" attached hereto (collectively, the "Leases"),
including, without limitation working interests, overriding
royalty interests, royalty interests and any other interests of a
similar nature affecting the lands covered by the Leases
(collectively, the "Lands".)
(b) The xxxxx described on Exhibit "A" or which are
located on the Lands (collectively, the "Xxxxx").
(c) All unitization, communitization, pooling,
agreements, working interest units created by operating
agreements, partnership agreements and orders covering the Leases
and Lands, or any portion thereof, and the units and pooled or
communitized areas created thereby, including the Federal units
created by the Unit Agreements described on Exhibit "A"
(collectively, the "Units") and the four partnerships created by
the Partnership Agreements described on Exhibit "A" i.e., PAPCO,
PANGL, GGP and PATC (collectively, the "Partnerships").
(d) The tangible personal property, tools, machinery,
materials, pipelines, plants, gathering systems, equipment,
fixtures and improvements, which are incident or attributable to
the Leases, Lands, Xxxxx or Units with the production, treatment,
sale or disposal of hydrocarbons or water produced therefrom or
attributable thereto, on the Effective Time (collectively, the
"Equipment").
(e) The licenses, permits, contracts, agreements and other
instruments owned by Seller (other than bonds posted by Seller)
which concern and relate to any of the Leases, Lands, Xxxxx,
Units and/or Equipment, INSOFAR AND ONLY INSOFAR as same concern
or relate to the Leases, Lands, Xxxxx, Units and/or Equipment, or
the operation thereof; including, without limitation, oil, gas
and condensate purchase and sale contracts; permits,; rights-of-
way; easements; licenses; servitudes; estates; surface leases;
farmin and farmout agreements; division orders and transfer
orders; bottomhole agreements; dry hole agreements; area-of-
mutual interest agreements; salt water disposal agreements;
acreage contribution agreements; operating agreements; balancing
agreements and unit agreements; pooling agreements; pooling
orders; communitization agreements; processing, gathering,
compression and transportation agreements; facilities or
equipment leases relating thereto or used or held for use in
connection with the ownership or operation thereof or with the
production, treatment, sale or disposal of hydrocarbons; and all
other contracts and agreements related to the Leases, Lands,
Xxxxx, Units and/or Equipment.
(f) Originals or copies of all computer tapes and discs, files,
records, information or data relating to the Interests in the
possession of Seller, including, without limitation, title
records (including abstracts of title, title opinions,
certificate of title and title curative documents), accounting
records and files, contracts, correspondence, production records,
electric logs, core data, pressure data, decline curves,
graphical production curves, drilling reports, well completion
reports, drill stem test charts and reports, engineering reports,
regulatory reports, and all related materials, INSOFAR AND ONLY
INSOFAR as the foregoing items constitute materials that may be
lawfully conveyed to Buyer (i.e., the materials are not subject
to a proprietary agreement precluding their transfer to Buyer),
and, to the extent transferable, all other contract rights,
intangible rights (excluding Seller's trademarks and service
marks), inchoate rights, choses in action, rights under
warranties made by prior owners, manufacturers, vendors or other
third parties, and rights accruing under applicable statutes of
limitation or prescription, attributable to the Interests.
(g) All payments, and all rights to receive payments, with
respect to the ownership of the production of hydrocarbons from
or the conduct of operations on the Interests accruing after the
Effective Time.
All of the properties, rights, and interests described in
paragraphs (a) through (g) above are referred to herein as the
"Interests."
This Conveyance and Assignment shall be effective as of
April 1, 1999, at 7:00 a.m., local time (referred to herein as
the "Effective Time").
The net operating interest ("NOI") herein conveyed and
assigned is defined as the monthly payable positive or negative
cash flow resulting to the Interests from the following eight
step calculation:
(i) oil and gas sales revenue;
(ii) less royalties and overriding royalties;
(iii) less Unit lease operating expenses;
(iv) less severance, production or ad valorem taxes, if any;
(v) less capital expenditures;
(vi) less Unit fees to the Unit operator; and
(vii) plus the positive or less the negative cash flow from
the Partnerships.
(viii) plus or minus any other miscellaneous
costs or revenues that may be related to
these interests or operations
After taking into account Assignor's retention of net
abandonment costs (i.e. cost of abandonment less equipment
salvage value) under Section 9.1 of that certain Purchase and
Sale Agreement dated as of June 8, 1999, as amended by an
Amendment to Purchase and Sale Agreement dated as of June 8,
1999, between Assignor and Assignee (as amended, the
"Agreement"), and the maximum payment of $2,000,000 by Assignor
to purchase the Preferred Stock to fund the Deficit as such terms
are defined in Section 9.2 of such Agreement, the above eight
step calculation may result in positive cash flow or negative
cash flow. In the event of positive cash flow, Assignor will pay
the excess to Assignee; in the event of a negative cash flow,
Assignee will pay the deficit to Assignor.
This Conveyance and Assignment is delivered pursuant to and
subject to the Agreement. The Agreement contains certain
covenants and obligations which survive the delivery of, and
shall not be deemed merged into, this Conveyance and Assignment
as and to the extent provided in the Agreement.
Dated this 1st day of December, 1999, but effective as of
the Effective Time.
Attest: XXXXXXX PETROLEUM CORPORATION
s/Xxxxxxxx X. Xxxxxx By:s/Xxxx X. Xxxxxxx
Xxxxxxxx X. Xxxxxx Xxxx X. Xxxxxxx, Vice President
Corporate Secretary
Attest: XXXXXXX PROGRAMS, INC.
s/Xxxxxxxx X. Xxxxxx By:s/Xxxx X. Xxxxxxx
Xxxxxxxx X. Xxxxxx Xxxx X. Xxxxxxx, Vice President
Corporate Secretary
Attest: DELTA PETROLEUM CORPORATION
s/Xxxxxx X. Xxxxxx, Xx. By:s/Xxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, Xx. Xxxxx X. Xxxxxx, President
STATE OF COLORADO )
CITY AND ) ss.
COUNTY OF DENVER )
The foregoing instrument was acknowledged before me this 1st
day of December, 1999, by Xxxx X. Xxxxxxx, Vice President of
Xxxxxxx Petroleum Corporation and Xxxxxxx Programs, Inc., both
Delaware corporations.
My Commission Expires: February 28, 2003
s/Xxxx X. Xxxxx
Notary Public
STATE OF COLORADO )
CITY AND ) ss.
COUNTY OF DENVER )
The foregoing instrument was acknowledged before me this 1st
day of December, 1999, by Xxxxx X. Xxxxxx as the President of
Delta Petroleum Corporation, a Colorado corporation.
My Commission Expires: February 28, 2003
s/Xxxx X. Xxxxx
Notary Public
EXHIBIT "A"
POINT XXXXXXXX FIELD
Offshore California
Attached to and made a part of that certain CONVEYANCE AND
ASSIGNMENT between Xxxxxxx Petroleum Corporation, Assigor,
and Delta Petroleum Corporation, Buyer, effective April 1,
1999.
I.
All of Seller's right, title and interest in and to the
following described partnerships:
1. Partnership Agreement-Point Xxxxxxxx Pipeline Company
dated August 2, 1984; Partnership Interest 5.8036%.
2. Partnership Agreement-Point Xxxxxxxx Natural Gas
Company dated September 1, 1984; Partnership Interest
6.0652%
3. Partnership Agreement for Ownership of Facilities-
Gaviota Gas Plant Company dated October 1, 1984; Partnership
Interest 5.7013%
II.
WORKING NET REVENUE
PROPERTY NAME INTEREST INTEREST
Point Xxxxxxxx Unit .06065210 .04842500
All of Seller's right title and interest in and to the
leasehold estate created by the following described oil and
gas leases:
A. Oil and Gas Lease dated July 1, 1981 from Bureau of
Land Management to Chevron U.S.A. Inc. and Xxxxxxxx
Petroleum Company bearing Serial No. OCS-P 0451
INSOFAR AND ONLY INSOFAR AS SAID LEASE AND INTEREST COVERS
THE FOLLOWING DESCRIBED LAND:
The W/2 of Block 465, All that portion seaward of
the three geographical mile line, OCS Official
Protraction Diagram N1 10-6 Santa Xxxxx (CA 3-
1055).
B. Oil and Gas Lease dated September 1, 1979 from Bureau
of Land Management to Chevron U.S.A. Inc., Xxxxxxxx
Petroleum Company, Xxxxxxxx Petroleum Company and ICI
Delaware Inc. bearing Serial No. OCS-P 0316.
INSOFAR AND ONLY INSOFAR AS SAID LEASE AND INTEREST COVERS
THE FOLLOWING DESCRIBED LAND:
All of Block 55N-84W, OCS Leasing Map, Channel
Island Area, CAL-Map No. 64 (CA 300316).
XXXXX:
A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8, A-9, A-10, A-
11, A-12, A-13, A-14, A-15, A-16, A-16WB01, A-17, A-18,
A-18WB01, A-19, B-1, (B-1WB-1, B-2, B-2WB01, B-3, B-6,
B-8, B-9, B-9WB01, B-10, B-11, B-12, B-13, B-14, B-15,
B-16, B-17, B-18, C-1, C-2, C-3, C-4, C-5, C-7, C-8, C-
9, C-10 and C-11.
Subject to the following:
a. Offset Development and Well and Linewell Agreement
dated September 12, 1988 between Chevron, Xxxxxxxx and Union
Pacific Corp.;
b. Unit Agreement for Outer Continental Shelf Exploration,
Development and Production Operations on the Point Xxxxxxxx
Unit dated effective October 1, 1996 between Chevron U.S.A.,
operator and Xxxxxxxx Petroleum, Xxxxxxx Petroleum, Texaco
Exploration and Production, Sun Operating Limit Partnership,
Pennzoil Exploration and Production, Xxxx Industries, and
Oxbow Energy parts of Blocks 5rN-84W and 55N-85W, Channel
Island Area and Parts of Blocks 464 and 465, Santa Xxxxx
Basin Area, Offshore, California.
c. Unit Operating Agreement Point Xxxxxxxx Unit, Pacific
Offshore, California, dated effective October 1, 1996
between Chevron U.S.A. Inc., Xxxxxxxx Petroleum Company,
Xxxxxxx Petroleum Corporation, Texaco Exploration and
Production Inc., Sun Operating Limited Partnership, by Oryx
Energy Company, its Managing General Partner, Pennnzoil
Exploration & Production Company and Oxbow Energy, Inc.
