HomeMy WebLinkAbout906025 RECEIVED 1/21/2005 at 10:45 AM
RECEIVING # 906025
BOOK: 577 PAGE: 616
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
ASSIGNMENT OF PRODUCTION PAYMENT
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 D-l, L.P.,
a Delaware limited partnership ("Assignee") whose address is 13727 Noel Road, Suite
500, Dallas, Texas 75240.
WiTNESSETH:
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 respect to 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)
(MEP _D-I- AGG 2 -- DeVon)
06 7
preceding. All payments made on account of a production payment shall be computed
on the basis of Gross Proceeds, as defined in that certain Net Profits Agreement dated
June 30, 2000 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 will 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.
HqP.~rnI~WPRrltPR~rlpMT~I~Prn~I Pmt I::nrrn rln~
(MEP _D-I- AGG 2 -- Devon)
2
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 priority 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 assigned 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)
3
(MEP _D-I- AGG 2 - Devon)
IN WITNES,~..WHEREOF, Assignor has caused this Assignment to be executed on
~ __~__u~, 2004.
(~~ ASSIGNOR:
MERIT PARTNERS, L.P.
By: Merit Energy Com, pany, General Partner
ASSIGNEE:
MERIT ENERGY PARTNERS D-I, L.P.
By: Merit Partners, L.P., General Partner
By: Merit Energy Company,
"Fred N. ~iem, Vice
THE STATE OF TEXAS
COUNTY OF DALLAS ;
This instrument was acknowledged before me on the~'~_/___ day 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 D-I,
L.P.
My commission expires:
/ ,.
Public, State of Te~xa;
4
(MEP _D-I- AGG 2 - Devon)
EXHIBIT A
· 06,:0
ASSIGNEE STATE COUNTY
BOOK PAGE
(Or Other
Recording
Information)
Merit Energy Partners D-I, L.P. I
LA Cameron Book No. 975
Doc. No. 283138
LA Concordia 403 I 878
LA Iberia Book No. 1269
Doc. No. 03-14778
LA Plaquemines 1056 755
LA St. Mary 46-F 475
LA Tensas 64 739
LA Terrebonne Book No. 1840
Doc. No. 1162306
LA Vermilion Doc. No.
20314893
MS Jefferson 109 261
MS Lowndes 2003 3291
MS Rankin L197 436
MS Wayne 1057 276-289
MS Yazoo 299A 697
ND McKenzie Doc. No. 346471
NM Eddy 527 507
NM Lea 1261 81
OK Beaver 1108 1-14
OK Beckham 1792 412
OK Blaine 881 325
OK Canadian 2825 396-409
OK Ellis 684 733-46
OK Grady 3549 33-46
OK Harper 587 758
OK Roger Mills 1726 72-85
Meri! Energy Parlners D-I, L.P. ~ Page I
ASSIGNEE
STATE COUNTY
BOOK PAGE
(Or Other
Recording
Information)
TX Andrews 814 349
TX Brazos 5717 29
TX Chambers 662 229
TX Cochran 260 575
TX Crane 452 785
TX Crockett 629 471
TX Ector 1795 758
TX Edwards 218 578
TX Gaines 787 180
TX Garza 268 256
TX Glasscock 73 151
TX Hockley 728 674
TX Irion 151 563
TX Lipscomb 414 552
TX Lubbock 8777 237
TX Martin 143 465
TX Matagorda Doc. No. 037910
TX Midland 2269 710
TX Ochiltree 621 797
TX Pecos 747 532
TX Reagan 54 130
TX Roberts 155 441
TX Schleicher 437 900
TX Sutton 328 57
TX Terry 696 522
TX Upton 737 630
TX Zapata 699 43-56
WY Campbell 1925 197-210
Merit Energy Partners D-I, L.P.- Page 2
ASSIGNEE
STATE COUNTY
BOOK PAGE
(Or Other
Recording
Information)
WY Converse 1231 159
WY Lincoln 539 320
WY Sweetwater 987 1948
WY Uinta 810 135-148
Merit Energy Partners D-I, L.P. - Page 3