EX-10.1



 Exhibit 10.1 

 

			
	ANADARKO PETROLEUM CORPORATION	 	 MAIN (720) 929-6000

1099 18TH STREET, SUITE 1800 • DENVER, 
COLORADO 80202
 P.O. BOX 173779 • DENVER, COLORADO
80202-3779


  

			
	January 22, 2013	  	





 PCY Holdings LLC 

Attn: Mark W. Harding 
 1490 Lafayette Street,
#203 
 Denver, CO 80218 
  

	Re:	Assignment of Oil & Gas Lease 

 Request for Consent to Assign 
 Mr. Harding: 

This letter is in regard to that certain Oil & Gas Lease (the “Lease”) dated March 10, 2011, Surface Use and Damage Agreement
(the “SUA”) dated March 10, 2011, and Memorandum of Surface Use and Damage Agreement (the “MOSUA”) dated March 10, 2011 all between Anadarko E&P Company LP (“Anadarko”) and PCY Holdings LLC, covering lands
in Arapahoe County, Colorado. Anadarko has negotiated an agreement with ConocoPhillips Company (“ConocoPhillips”) and one of its wholly owned subsidiaries, Burlington Resources Oil & Gas Company LP (“BROG”), whereby BROG
will be assigned the Lease, SUA, and MOSUA through a Reverse 1031 Exchange. 
 Effective December 1, 2012, Anadarko plans to assign all of
its right, title, and interest in the Lease, SUA, and MOSUA to COP BROG I LLC (“CBI”). CBI is a qualified intermediate entity created by ConocoPhillips and BROG to temporarily take title to the Lease, SUA, and MOSUA to meet the
requirements of the Reverse 1031 Exchange. A Reverse 1031 Exchange is similar to a standard Like Kind Exchange except that the order of events are reversed and an entity purchases a replacement property prior to divesting of the property being
replaced. This structure requires that an intermediary, CBI, take title to the acquired property until the property to be exchanged is sold. In this instance, BROG plans to divest of a property in early 2013 at which point the Lease, SUA, and MOSUA
will be assigned by CBI to BROG, the ConocoPhillips entity that will ultimately take title to the Lease. 
 As you are aware, the Lease requires
the Lessor’s written consent for any assignment of leasehold rights made by the Lessee, and Anadarko is hereby requesting said consent. Anadarko anticipates closing on the described transaction in the coming weeks, and would greatly appreciate
any effort you can make to expedite the requested approval. Please sign in the space provided below acknowledging your receipt of this letter and consent to Anadarko’s assignment of the Lease, which will be assigned along with the SUA and
MOSUA. Once executed please return the original letter in the enclosed pre-addressed and stamped envelope. 
 Please do not hesitate to contact
the undersigned at 720.929.6178 or by email at patrick.mcgraw@anadarko.com with any questions. 
 Sincerely, 

Anadarko E&P Company LP 
 /s/ Patrick
McGraw                 
 Patrick McGraw 








 January 22, 2013 
 Assignment of Oil & Gas Lease 
 Request for Consent to Assign 

 Page
 2
 of 2 
  

 PCY Holdings LLC consents to Anadarko E&P Company LP’s assignment of the Lease, which will be
assigned along with the SUA and MOSUA to COP BROG I LLC and Burlington Resources Oil & Gas Company LP, a wholly owned subsidiary of ConocoPhillips Company. 
  

			
	 PCY HOLDINGS LLC

		
	 Approved:
	 	 Mark Harding

	 Title:
	 	 President

	 Date:
	 	 1-24-13