BILL OF SALE AND ASSIGNMENT OF CONTRACTUAL RIGHTS
EXHIBIT
10.15
XXXX
OF
SALE AND ASSIGNMENT OF CONTRACTUAL RIGHTS
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STATE
OF TEXAS
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COUNTIES
OF XXXXXX
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AND
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THIS
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OF SALE AND ASSIGNMENT OF CONTRACTUAL RIGHTS (the “Xxxx of Sale”) is made and
entered into as of the 9th
day of
August 2007, by and among CHANCELLOR GROUP, INC., a Nevada corporation, whose
address is 000 X. Xxxxx Xxxx, Xxxxx, Xxxxx 00000 ("Chancellor"), GRYPHON
PRODUCTION COMPANY, LLC, a Texas limited liability company, whose address is
X.X. Xxx 000, Xxxxx, Xxxxx 00000 ("Gryphon Production"), and GRYPHON FIELD
SERVICES, LLC, a Texas limited liability company, whose address is X.X. Xxx
000,
Xxxxx, Xxxxx 00000 ("Gryphon Field Services") (collectively, with Chancellor
and
Gryphon Production, individually and collectively, the “Seller”), and CAPWEST
RESOURCES, INC., a Texas corporation, whose address is 000 Xxxx Xxxx Xxxxxx,
Xxxxx 0000, Xxxxxxx, Xxxxx 00000 (the “Purchaser”). The Seller and the Purchaser
are sometimes hereinafter collectively referred to as the
“Parties”.
NOTICE
IS
TAKEN OF THE FOLLOWING:
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A.
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The
Parties have previously entered into that certain Loan Agreement,
dated as
of April 13, 2007 (the “Loan Agreement”). Pursuant to the terms of the
Loan Agreement, the Purchaser has agreed to advance to the Seller
an
advance term loan, in the original principal amount of Ten Million
and
No/100 Dollars ($10,000,000.00) (the “Loan”). The Loan is evidenced by
that certain Advancing Line of Credit/ Term Note, in the original
principal amount of Ten Million and No/100 Dollars ($10,000,000.00),
executed by Seller, as Maker, in favor of the Purchaser (the “Note”), and
the Seller’s performance under that Note is secured by those certain Deeds
of Trust, Mortgages, Security Agreements, Assignments of Production
and
Financing Statements, to be recorded in Xxxxxx and Xxxx Counties,
Texas,
among other documents (the “Deeds of Trust”). Additionally, the Parties
have entered into that certain First Amendment to Loan Agreement,
dated of
even date herewith (the “First Amendment”).
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B.
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The
parties have also entered into that certain Xxxx of Sale and Assignment
of
Contractual Rights, also dated as of April 13, 2007, and recorded
respectively in Volume 45, Page 206 of the Official Public Records
of
Xxxxxx County, Texas and Volume 861, Page 1700 of the Official Public
Records of Xxxx County, Texas (the “Original Xxxx of Sale”). Under the
terms of the Original Xxxx of Sale, the Seller conveyed to the Purchaser
an additional fifteen percent (15.0%) of the Gross Oil and Gas Proceeds,
as defined therein. This Xxxx of Sale conveys an interest that is
in
addition to, but not in lieu of, the interest conveyed under the
Original
Xxxx of Sale. As so amended, the Loan Agreement, the Note, and the
Deeds
of Trust are collectively referred to as the “Loan
Papers.”
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B.
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The
Parties have agreed to enter into this Xxxx of Sale in furtherance
of the
terms, conditions and obligations between the Parties, as more
particularly set forth in the Loan
Papers.
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C.
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The
Parties make reference to the Loan Papers and incorporate the same
herein
by reference insofar as the same relate to this Xxxx of Sale for
all
purposes, counterparts of said Loan Papers, being in the possession
of
each of the Parties.
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NOW
THEREFORE, for and in consideration of Ten Dollars ($10.00) in hand paid by
Purchaser, the receipt of which is acknowledged by Seller, and the mutual
promises contained in the Loan Papers, Seller hereby sells, assigns, transfers,
and sets over to Purchaser, its successors and assigns, to commence as set
out
below, a personal property interest in contractual rights, and not an interest
in real property, equal to five percent (5%) of the Gross Oil and Gas Proceeds
(as the phrase “Gross Oil and Gas Proceeds” is defined herein), derived and
produced from Seller's Mineral Interests in those certain oil and gas leases
and
xxxxx located in Xxxxxx and Xxxx Counties, Texas, and more particularly
described on Exhibit “A” attached hereto and incorporated herein for all
purposes, Seller's Mineral Interests therein, as of the date hereof, being
also
set forth on Exhibit “A” (collectively, the “Mortgaged Property”).
For
purposes of this Xxxx of Sale, “Gross Oil and Gas Proceeds” means for any
period, the aggregate amount of all revenue paid to and received by Borrower
and
derived from any disposition of oil, gas, or associated hydrocarbons, and any
revenues derived from the sale or settlement of crude oil or natural gas options
attributable to the Mortgaged Properties, less all: (a) amounts attributable
to
production, severance, excise, ad valorem, windfall profits or any other tax
or
assessment against the Mortgaged Properties or levied on or measured by
production; (b) payments due to other working interest owners in the Mortgaged
Property; (c) payments due to the owners (other than Borrower) of any royalties,
overriding royalties, net profits interests (other than the interest of CapWest
Resources, Inc. in overriding royalty interests and Contractual Rights, as
provided for under the Subordinate Loan Agreement), production payments and
any
other similar interests which are payable out of or attributable to any
production of such oil, gas, or associated hydrocarbons in existence as of
the
date of this Agreement; and (d) payments for delay rentals, shut-in royalty
payments and other similar types of payments to lessors or similar parties
reasonably required to maintain the Mortgaged Properties in effect.
Seller
represents to Purchaser that it is the owner of an undivided interest in the
Mortgaged Property, and has the authority and power to make this Xxxx of Sale
to
Purchaser of five percent (5%) of the Gross Oil and Gas Proceeds (the
“Contractual Rights”) derived and produced from Seller’s Mineral Interests in
the Property.
The
Contractual Rights assigned shall be paid within ten (10) days of the receipt
of
such proceeds by Seller, the payments to Purchaser to commence effective the
first day of the month following Payout all as more particularly set forth
in
the Loan Agreement of even date herewith, and this Xxxx of Sale shall be
recorded in accordance with the terms and conditions of said Loan Agreement,
and
as provided below.
Purchaser
shall have and hold said Contractual Rights unto Purchaser, its successor and
assigns. For the same consideration Seller covenants with and warrants to
Purchaser that the Contractual Rights are free and clear of all liens and
encumbrances, and that Seller will warrant and forever defend the title thereto
unto Purchaser, its successors and assigns, against all persons whomsoever
lawfully having or claiming an interest therein by, through or under Seller,
but
none other.
The
Loan
Papers are incorporated herein by reference for a more particular description
of
the Contractual Rights, their manner of computation, certain provisions
governing the sale of the Contractual Rights by Purchaser or in combination
with
the sale of Seller's Mineral Interests in the Property and for all other
pertinent purposes. To the extent there is a conflict between the terms of
this
Xxxx of Sale and the terms of the Loan Papers or the Loan Papers contain terms
pertaining to the Contractual Rights not contained herein, the terms of the
Loan
Papers shall control.
This
Xxxx
of Sale maybe executed in any number of counterparts, each of which shall be
deemed to be an original, and each of which can be recorded in the county
records, but all of which taken together shall constitute one and the same
instrument. Seller and Purchaser agree that Purchaser shall gather all such
counterparts and is authorized to take the same apart and reassemble the parts
into one complete counterpart, copies of which will be delivered to
Seller.
As
stated, the contractual interest conveyed under this Xxxx of Sale is in addition
to, and not in lieu of, the interest conveyed under the Original Xxxx of Sale.
This Xxxx of Sale is executed and delivered on the day and year first written
above, but effective as of the date of recording of this Xxxx of Said under
the
terms of the Loan Agreement.
{The
remainder of this page is intentionally left blank. Signature page
follows.}
| CHANCELLOR GROUP, INC. | ||
| 000
X. Xxxxx Xxxx
Xxxxx,
Xxxxx 00000
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| By: | /s/ Xxxxxxx Xxxxxxx | |
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Xxxxxxx X. Xxxxxxx |
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| President | ||
| GRYPHON PRODUCTION COMPANY, LLC | ||
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X.X.
Xxx 000
Xxxxx,
Xxxxx 00000
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| By: | /s/ Xxxxxxx Xxxxxxx | |
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Xxxxxxx X. Xxxxxxx |
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| President | ||
| GRYPHON FIELD SERVICES, LLC | ||
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X.X.
Xxx 000
Xxxxx,
Xxxxx 00000
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| By: | /s/ Xxxxxxx Xxxxxxx | |
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Xxxxxxx X. Xxxxxxx |
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| President | ||
| SELLER | ||
| CAPWEST RESOURCES, INC. | ||
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000
Xxxx Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxx,
Xxxxx 00000
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| By: | /s/ Xxxx XxXxxxxx | |
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XXXX X. XXXXXXXX |
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| President | ||
| PURCHASER | ||
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THE
STATE OF
TX
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COUNTY
OF
XXXX
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This
instrument was acknowledged before me on the 21day
of
August 2007 by XXXXXXX XXXXXXX, President of CHANCELLOR GROUP, INC., a Nevada
corporation, on behalf of said corporation.
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| /s/ Xxxxxx Xxxxx | ||
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Notary Public, State of |
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THE
STATE OF
TX
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COUNTY
OF
XXXX
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This
instrument was acknowledged before me on the 21
day
of
August 2007 by XXXXXXX XXXXXXX, President of GRYPHON PRODUCTION COMPANY, LLC,
a
Texas limited liability company, on behalf of said company.
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| /s/ Xxxxxx Xxxxx | ||
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Notary Public, State of |
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THE
STATE OF
TX
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COUNTY
OF
XXXX
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This
instrument was acknowledged before me on the 21
day
of
August 2007 by XXXXXXX XXXXXXX, President of GRYPHON FIELD SERVICES, LLC, a
Texas limited liability company, on behalf of said company.
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| /s/ Xxxxxx Xxxxx | ||
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Notary Public, State of |
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THE
STATE OF TEXAS
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COUNTY
OF MIDLAND
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This
instrument was acknowledged before me on the 28th
day
of
August 2007, by XXXX X. XXXXXXXX, President of CAPWEST RESOURCES, INC., a Texas
corporation, on behalf of said corporation.
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| /s/ Xxxxx Xxxxxx | ||
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Notary Public, State of Texas |
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