HomeMy WebLinkAbout905200 RECEIVED 12/13/2004 at 1:3,l PM
RECEIVING # 905200
BOOK: 574 PAGE: 579
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
ASSIGNMENT OF PRODUCTION PAYMENT
:0579
THIS ASSIGNMENT OF PRODUCTION PAYMENT (the "Assignment") is from
Merit Partners, L.P., a Delaware limited partnership ("Assignor") whose address is
13727 Noel Road, Suite 500, Dallas, Texas 75240, to Merit Energy Partners X, L.P., a
Delaware limited partnership ("Assignee") whose address is 13727 Noel Road, Suite
500, Dallas, Texas 75240.
WITN ESSETH:
I. Conveyance
1.1 Assignor,' for and in consideration of One Hundred Dollars ($100.00) and
other good and valuable consideration, receipt of which is hereby acknowledged, and
subject to the conditions and reservations herein set forth, hereby ASSIGNS,
TRANSFERS, GRANTS and CONVEYS, effective as of 7:00 a.m., local time, on July 1,
2002 (the "Effective Time"), unto Assignee, a production payment which may equal but
not exceed in the aggregate seventy percent (70%) of all the following interests (the
"Specified Interests"):
that portion of the oil, gas and other minerals in and under and which may
be produced from (or otherwise attributable to) the interests assigned to
Assignee pursuant to that certain master Assignment of Net Profits
Interests dated effective as of July 1, 2002 (the "Net Profits Assignment")
recorded in the locations shown on Exhibit A hereto,
free of all exploration, development and operating costs but subject to (i) applicable
taxes measured by production or value, including gross production, severance and other
taxes, and (ii) all presently valid and subsisting overriding royalties, production payments
and similar burdens which were of record and burden the Specified Interests on the
effective date of the acquisition of each Specified Interest by Assignor (other than the
net profits interests created by the Net Profits Assignment, such Assignment being
recorded in the jurisdictions set forth on Exhibit A hereto and at the volumes and pages
set forth on such Exhibit A); provided, that the payments made pursuant hereto to
Assignee for any particular month with respectto each increase in the Payment Amount
(as herein defined) shall not exceed the aggregate sum of (i) one-twelfth (1/12th) of
each such increase amount divided by seven (7) plus (ii) an amount equivalent to
interest accrued on the Payment Amount outstanding from time to time during such
month at the Fluctuating Rate (as herein defined) plus (iii) the aggregate amount, if any,
by which the aggregate of all prior payments attributable to clause (i) preceding was less
than the aggregate maximum payments that were permissible under clause (i)
H'/P.~rnI~/PRt]~PI~(~I~PMT/14]Prn~I Pm! I~n~r~ rln~
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preceding. All payments made on account of a production payment shall be computed
on the basis of Gross Proceeds, as defined in that cedain Net Profits Agreement dated
March 25, 1994 by and between Assignor and Assignee (the "NPI Agreement").
The production payment granted hereby has a "Payment Amount" that will
fluctuate from time to time and that will be adjusted each year prior to the termination
hereof in accordance with the NPI Agreement and this Assignment. The "Payment
Amount" will increase upon the Effective Time by an initial amount permitted pursuant to
the NPI Agreement and thereafter will increase each year, if at all, by the amount
permitted pursuant to the NPI Agreement, and wil decrease each time a payment is
made pursuant hereto (other than payments for the equivalent interest factor described
in section 1.1 (ii) above).
The term "Fluctuating Rate" shall mean a rate per annum of one percent (1%)
plus the "reference rate of interest'' established from time to time by Bank of America
National Trust and Savings Association (or any successor) (the "Bank"), with each
change in the interest rate applicable hereunder to be coincident with each change in
the reference rate of interest announced from time to time by the Bank.
The production payment assigned hereby shall terminate upon the earlier of (i)
the recording by Assignee and Assignor of (a) an instrument expressly terminating this
Assignment, or (b) as it affects a particular asset, an instrument conveying or unifying
Assignor and Assignee's interests in such asset, and (ii) at such time as the remaining
commercially recoverable reserves in and under the land from which the production
payment is conveyed shall be reduced to 15% of the total commercially recoverable
reserves in place as of the date of this assignment. All amounts received by Assignee
shall first be credited to accrued interest and then to the reduction of the Payment
Amount. At the time of termination, Assignee shall execute an instrument in writing,
verifying such termination as a matter of record. The term "commercially recoverable
reserves" is defined herein to mean the total commercially recoverable oil and gas in
place and attributable to the Specified Interests in and under the land from which the
production payment is payable from all productive zones taking into account all methods
of production, including, without limitation primary, secondary and tertiary recovery
methods. All determinations as to the remaining commercially recoverable reserves and
as to the commercially recoverable reserves in place as of the date of this assignment
shall be made, from time to time, by mutual agreement of the parties, but if they cannot
agree, by an independent petroleum engineer or engineering firm selected by mutual
agreement; if the parties cannot agree upon such an engineer or firm, then either party
may in writing request the Chief Judge of the United States District Court for the
Northern District of Texas to appoint a petroleum engineer to make such determination,
which appointment shall be made without any necessity for notice or hearing. The cost
of engineering services shall be borne equally by the parties. Such determination shall
be binding upon the parties.
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(MEP _X - AGG 21 -- Devon)
1.2 Assignee agrees that the production payment herein conveyed is subject
to the terms and conditions of the oil, gas and mineral leases described in the Net
Profits Assignment and all instruments (other than the Net Profits Assignment)
burdening or affecting the leases recorded in the proper public records of the
jurisdictions in which such leases are located; the production payment herein conveyed
is senior in pdority of payment to and not burdened by the Net Profits Assignment. No
loss or failure of any such lease or instrument shall serve to reduce the Payment
Amount. The reference herein to such terms and conditions is for the purpose of
protecting Assignor and Assignee and shall not create, nor constitute recognition of, any
rights in third parties.
1.3 Assignor expressly denies any warranty, whether express, implied or
statutory, with respect to the Specified Interests, and except for the special warranty set
forth in the next succeeding sentence, this Assignment is executed and delivered
without any warranties of title, whether express, implied or statutory. TO HAVE AND TO
HOLD the production payment herein a~signed unto Assignee, its successors and
assigns, until termination as herein provided; and Assignor hereby binds itself, its
successors and assigns, to WARRANT and FOREVER DEFEND the production
payment against every person whomsoever lawfully claiming or to claim the same or
any part thereof by, through or under Assignor, but not otherwise. Assignor further gives
and grants unto Assignee, insofar as it affects the production payment, full power and
right of substitution and subrogation in and to all covenants and warranties by others
heretofore given or made in respect of the Specified Interests.
II. Miscellaneous
2.1 Assignor will do, execute, acknowledge and deliver all and every such
further acts and such other instruments as may be necessary or appropriate more fully
to assure to Assignee, its successors and assigns all of the properties, rights, title,
interests, estates, remedies, powers and privileges by this instrument transferred,
assigned and conveyed or intended so to be.
2.2 All of the terms, provisions, covenants and agreements herein contained
shall extend to and be binding upon the parties hereto, their respective successors and
assigns.
(Signature Page Follows)
(MEP _X - AGG 21 - Devon)
09052 00
-'0582
IN WITNES~ WHEREOF, Assignor has caused this Assignment to be executed on
-~_~...,"'~2004.
ASSIGNOR:
MERIT PARTNERS, L.P.
By: Merit Energy Company, General Partner
By: ~/~' ' " '
~/~Fred';¢/D,em-~, Vice~Pr'~-isident
ASSIGNEE:
MERIT ENERGY PARTNERS X, L.P.
By: Merit Partners, L.P., General Partner
By: Merit Energy Company,
General partner _
Fred R. Diem, Vic~C-President
THE STATE OF TEXAS
COUNTY OF DALLAS S
This instrument was acknowledged before me on the ¢'bCday of'-,~~,
2004, by Fred N. Diem, Vice President of MERIT ENERGY COMPANY, a Delaware
corporation, on behalf of said corporation, as General Partner of Merit Partners, L.P., a
Delaware limited partnership, which is the General Partner of Merit Energy Partners X,
L.P.
~ k~??,-.....~NY,~ My Commis~on Expire~ 08-29-08
My commission expires:
No[aw Public, State of Texas
1-14C.~rnI~WP,~'l~PlqClnPlUlTtIJ~prnrl Pmt Pnrm ~
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4
EXHIBIT A
058'"o
ASSIGNEE STATE
COUNTY BOOK PAGE
(Or Other
Recording
Information)
Kiowa 437 154-167
Barton 609 314
Ellis 575 676
Finney 257 404
Graham 207 637-650
I Iarper'. 37M 361
Kingman 0-11 40
Rooks 331 274
Seward 557 674
Stafford 173 474
Cameron Book No. 975
Doc. No. 283132
i?~cordia 403I822
lberia Book No. 1269
Doc. No. 03-14774
aquemines 1056 699
St. Mary 46-F 419
Tensas 64 683
'errebonne Book No. 1840
Doc. No. 1162302
/crmilion Doc. No. 20314889
Icf£erson 109 317
I~owndes 2003 3213
Rankin L 197 380
Wayne 1057 220-233
Yazoo 299A 641
,lcKenzie Doc. No. 346053
Eddy 523 712
Merit Energy Partners X, L.P.
CO
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Merit Energy Partners X, L.P. - Page 1
ASSIGNEE STATE (;O UNTY
BOOK PAGE
(Or Other
Recording
Information)
NM Lea 1254 480
OK leaver 1106 324-337
OK cckham 1789 133
OK [Haine 879 301
OK Ellis 683 481-94
OK Grady 3538 71-84
OK l larper '. 587 71
OK I e Flore 1481 670
OK Roger Mills 1723 466-479
TX Andrews 814 289
TX ~razos 5716 231
TX mmbers 62 145
TX ('ochran 260 491
TX Crane 452 701
TX rockett 629 387
TX )awson 528 23
TX Ector 1795 669
TX d wards 218 494
TX 3aines 787 96
TX Garza 268 172
TX asscock 73 67
TX I iockley 728 590
TX Irion 151 479
TX I~ipscomb 414 468
TX ubbock 8777 153
TX vlartin 143 381
TX Matagorda Doc. No. 037902
TX lidland 2269 620
Medl Energy Partners X, L.P. - Page 2
ASSIGNEE
STATE
CO UNTY
BOOK PAGE
(Or Other
Recording
Information)
TX ( )c hiltree 621 713
TX ?ecos 747 448
TX Reagan 54 76
TX Roberts 155 357
TX Schlcicher 437 816
TX S ut ton 327 899
TX Terry 696 438
TX Upton 737 546
TX 698 850-863
Zapata
WY Campbell 1919 29-42
WY Converse 1222 792
WY [,incoln 538 43
WY S wcetwater 669 9983
WY [linta 809 578-591
Merit Energy Partners X, L.P. - Pc~ge 3