Exhibit 10.5
PARTICIPATION AGREEMENT
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WEST CAMERON 109 PROSPECT
This Participation Agreement ("Agreement") is entered into and is
effective as of the 1st, day of June, 2006 (the "Effective Date"), by and
between Nexen Petroleum Offshore U.S.A. Inc. ("Nexen") whose address is 00000
Xxxxx Xxxxx, Xxxxx 000, Xxxxxx, XX 00000 and Ridgewood Energy P Fund, LLC (the
"P Fund") a Delaware Limited Liability Company, and Ridgewood Energy T Fund, LLC
(the "T Fund"), a Delaware Limited Liability Company, whose address is 00000 Xxx
Xxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000. As used herein, "Ridgewood" shall
mean individually, collectively, and interchangeably any, each and/or all of the
P Fund and the T Fund. Nexen and Ridgewood are sometimes hereinafter referred to
as "Party" or collectively as "Parties", as the context requires. As used herein
"REC" shall mean Ridgewood Energy Corporation, as manager of the P Fund and T
Fund.
WITNESSETH:
WHEREAS, Nexen currently owns one-hundred percent of eight-eighths (100% of
8/8ths) of the record title interest in and to, the following Oil and Gas Lease
(hereinafter collectively referred to as the "Nexen Lease"):
Oil and Gas Lease bearing Serial No. OCS-G 23744, effective May 1, 2002,
by and between the United States of America, as Lessor, and Nexen
Petroleum Offshore U.S.A. Inc., as Lessee, covering all of Block 109,
West Cameron Area, OCS Leasing Map, Louisiana Map No. 1, containing
5,000 acres more or less; and
NOW, THEREFORE, for and in consideration of the sum of Ten Dollars ($10.00) and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged and confessed, together with the mutual covenants,
conditions, and obligations contained herein, Nexen and Ridgewood do hereby
agree to enter into this Agreement under the following terms and conditions:
ARTICLE 1
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DEFINITIONS
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1.1 AFE: shall mean the Authorization for Expenditure for the OCS-G 23744
(West Cameron 109) Well No. 1, attached hereto as Exhibit "C-1".
1.2 Well Plan: shall mean the well plan for the ITW, attached hereto as
Exhibit "C-2"
1.3 Initial Test Well ("ITW"): shall mean the OCS-G 23744 (West Cameron 109)
Well No. 1, or its Substitute Well(s), as defined in Section 3.3 below, to be
drilled on the Nexen Lease to the Objective Depth as set forth in the AFE and
Well Plan for said ITW.
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1.4 Objective Depth: the objective depth in the ITW for the purposes of this
Participation Agreement is defined as the depth at which the well encounters and
sufficiently tests the Marg "A" sand, subsurface objective interval, defined as
16,517 feet total vertical depth as described in the AFE and Well Plan
identified in Sections 1.1 and 1.2 above.
1.5 Operating Agreement: shall mean the Offshore Operating Agreement
("Operating Agreement") attached hereto as Exhibit "B" which shall be effective
as of June 1, 2006.
ARTICLE 2
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DRILLING OF THE ITW
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2.1 Commitment in the ITW: By executing this Agreement and returning it with
signed originals of the attached AFE and Operating Agreement, Ridgewood commits
to participate in the drilling and evaluation of the ITW on the Nexen Lease and
to pay sixty percent (60%) of the costs of drilling and evaluation to Objective
Depth of said well when such drilling and evaluation is performed pursuant to
the Well Plan and the AFE. The "Drilling and Evaluation Costs" shall include
permitting, rig mobilization, drilling, sidetracking for mechanical reasons,
evaluation, testing (not production testing), and plugging/abandonment or
temporary abandonment of the well, but not the costs of completing the well as a
producer. Ridgewood's obligation to pay more than its proportionate share of
Drilling and Evaluation Costs shall not apply to any Drilling and Evaluation
Costs incurred after the earlier of (a) the ITW reaching Objective Depth; or (b)
the cumulative Drilling and Evaluation Costs of the ITW reaching $22,128,966.
Regardless of the depth to which the ITW has been drilled at the time, if a
decision is made by Nexen not to drill the ITW to Objective Depth due to
encountering mechanical difficulties, uncontrolled influx of subsurface water,
abnormal pressures, pressured or heaving shale, salt, granite or other
practicably impenetrable substances, or other similar conditions prevail in the
hole which, in Nexen's reasonable opinion, render further drilling
impracticable, Ridgewood, subject to the limitation in (b) above, shall remain
obligated to pay sixty percent (60%) of the ITW costs incurred prior to the date
of Nexen's decision not to drill the ITW to Objective Depth, sixty percent (60%)
of the cost of plugging/abandonment or temporary abandonment and sixty percent
(60%) of the costs to drill any Substitute Well, as defined in Section 3.3
below. In addition to the promoted Drilling and Evaluation Costs for the ITW or
any Substitute Well, as defined in Section 3.3 below, (i.e. payment of sixty
percent (60%) of such costs up to the $22,128,966 cap limit), and subject to
Section 8.7 of the Operating Agreement, Ridgewood agrees to pay forty
five-percent (45%) of the costs of drilling and evaluation to Objective Depth of
the ITW or any Substitute Well above the initial $22,128,966 cumulative Drilling
and Evaluation Costs of the ITW or any Substitute Well.
2.2 Subject to (a) Force Majeure, as defined in Section 10.10 below or other
events beyond the reasonable control of Nexen, (b) Nexen's receipt of all
necessary permits required by the Minerals Management Service ("MMS") or any
other governmental body having jurisdiction, (c) completion of Nexen's
operations on Xxxxxx Island Block 295, (d) rig delay or availability, Nexen
shall "commence drilling operations" or "cause drilling operations to commence"
on or before August 30, 2006, for the ITW in accordance with this Agreement and
the provisions of the Operating Agreement. For purposes of this Agreement,
"commence drilling operations" or "cause drilling operations to commence"
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shall mean the time when the drilling rig mentioned in Article 3.5 below
mobilizes from Xxxxxx Island Block 295 to the ITW drill site.
2.3 AFE and Well Plan: Prior to the execution hereof, Nexen and Ridgewood
have reviewed and agreed on the form and content of the AFE, the Well Plan and
the Operating Agreement. The ITW or its Substitute Well(s), as defined in
Section 3.3 below, shall be drilled in accordance with this Agreement, the
Operating Agreement, and the attached AFE and Well Plan. The AFE and Well Plan
for the ITW shall be considered approved upon execution of this Agreement by the
Parties.
2.4 Relationship of the Parties: This Agreement is not intended to create,
and shall not be construed to create, a relationship of partnership or an
association for profit between or among the Parties. Notwithstanding any
provision herein that the rights and liabilities hereunder are several and not
joint or collective, or that this Agreement and operations hereunder shall not
constitute a partnership, if, for federal income tax purposes, this Agreement
and the operations hereunder are regarded as a partnership, each Party hereby
affected elects to be excluded from the application of all of the provisions of
Subchapter "K", Chapter 1, Subtitle "A", of the Internal Revenue Code of 1986,
as permitted and authorized by Section 761 of the Code and the regulations
promulgated thereunder. Operator is authorized and directed to execute on behalf
of each Party hereby affected such evidence of this election as may be required
by the Secretary of the Treasury of the United States or the Federal Internal
Revenue Service, including specifically, but not by way of limitation, all of
the returns, statements, and the data required by Federal Regulations 1.761.
Should there be any requirements that each Party hereby affected give further
evidence of this election, each such Party shall execute such documents and
furnish such other evidence as may be required by the Federal Internal Revenue
Service or as may be necessary to evidence this election. No such Party shall
give any notices or take any other action inconsistent with the election made
hereby. If any present or future income tax laws of the state or states in which
the Nexen Lease is located or any future income tax laws of the United States
contain provisions similar to those in Subchapter "K", Chapter 1, Subtitle "A",
of the Internal Revenue Code of 1986, under which an election similar to that
provided by Section 761 of the Code is permitted, each Party hereby affected
shall make such election as may be permitted or required by such laws. In making
the foregoing election, each such Party states that the income derived by such
Party from operations hereunder can be adequately determined without the
computation of partnership taxable income. Also, each Party elects to be
excluded from the application of all provisions of sub part D of part 2, chapter
1, Title 47, Louisiana Revised Statutes of 1950, as amended, as permitted and
authorized by Section 2203 of said revised statutes and the regulations
promulgated thereunder.
ARTICLE 3
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DRILLING OPERATIONS
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3.1 Operatorship: Nexen Petroleum U.S.A. Inc. ("NPUSA") shall be the
designated operator under the Operating Agreement and shall operate the ITW and
any Substitute Well, as defined in Section 3.3 below, and all other operations
on the Nexen Lease pursuant to the terms of this Agreement and the Operating
Agreement.
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3.2 Designation of Operator: Ridgewood shall promptly execute and deliver to
NPUSA the necessary "Designation of Operator" forms (Minerals Management Service
("MMS") form 1123) designating NPUSA as the operator as well as the necessary
MMS forms designating NPUSA as the designated applicant for oil spill financial
responsibility for the lease upon which the ITW is drilled under this Agreement,
along with any other documents required to allow NPUSA to serve as operator
under the Operating Agreement and applicable regulations.
3.3 Substitute Well: In the event the ITW encounters conditions or develops
mechanical difficulties that, in Nexen's reasonable opinion, would render
further drilling impractical prior to reaching Objective Depth, and/or require
that the ITW be permanently plugged and abandoned, Nexen shall have the
continuing option, but not the obligation, to commence operations for the
drilling of a "Substitute Well" to replace the ITW. Any Substitute Well shall be
commenced within one hundred eighty (180) days from the date operations on the
ITW (or a previous substitute) were completed or abandoned, whichever is the
latest to occur. Operations on such Substitute Well shall be conducted and
performed under the same terms and conditions as the ITW pursuant to the terms
of this Agreement and the Operating Agreement. However, the drilling of a
Substitute Well pursuant to this Section 3.3 shall in no way increase or
otherwise alter Ridgewood's commitments and obligations set out in Section 2.1
above; i.e., Ridgewood's total commitment for the ITW, which includes any
associated Substitute Well, is limited to the amount determined according to
Section 2.1 above.
3.4 Rig Utilization: NPUSA, as operator, intends to utilize the Ensco 105
drilling rig to drill the ITW with a $140,000 day-rate.
3.5 Well Information: Ridgewood will be entitled to receive any and all raw
well data, analysis and/or information obtained from the ITW, subject to being
in compliance with all applicable provisions of this Agreement and the Operating
Agreement.
3.6 Confidentiality: The confidentiality provisions of the Operating
Agreement shall govern the confidentiality obligations and/or disclosure rights
and restrictions of the Parties with respect to any geological, geophysical, or
reservoir information or any logs or other information pertaining to the
progress, tests, or results of any well drilled pursuant to this Agreement.
3.7 Confidentiality of Well Data for the ITW: Certain information
customarily disclosed at weekly Offshore Oil Scout meetings as provided for in
the Operating Agreement may be withheld, at Nexen's sole discretion, including,
but not limited to, information regarding the proposed and actual bottomhole
locations for the well.
3.8 Exploratory Well: The ITW and any Substitute Well therefore drilled in
accordance with Operating Agreement shall be deemed the first Exploratory Well
for purposes of the Operating Agreement.
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ARTICLE 4
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ASSIGNMENT OF LEASE
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4.1 Governmental Approval of Assignment: The Assignments pursuant to this
Agreement require approval by the MMS. Each Party's obligation hereunder to
transfer or assign such an interest shall be subject to and conditional upon the
other securing the necessary consent or approval of the MMS. Accordingly,
without limiting the generality of the foregoing and subject to the other
provisions of Article 4 and Sections 6.1 and 6.2, immediately after Ridgewood
has been duly qualified by the MMS to hold an interest in the Nexen Lease, REC
shall assign all of its interest in the Nexen Lease to Ridgewood as follows:
fifty percent to the P Fund and fifty percent to the T Fund. Ridgewood shall
furnish and execute all certificates and documents that Nexen may deem
reasonably necessary in connection therewith. Each Party shall cooperate fully
with the other in obtaining such consent or approval by the MMS. Once the
assignments are executed, Ridgewood shall promptly (i) file of record the
Assignments in the appropriate governmental records and (ii) file for approval
with the MMS (or other applicable governmental agencies) all Assignment
documents for the assigned property. Should approval of the MMS (or any other
similar governmental agency having jurisdiction) be denied, the Party receiving
notice of such denial agrees to provide the other Party with written notice of
such occurrence, along with a copy of all associated written communications, and
the Parties agree to develop a revised form of assignment in an effort to meet
the MMS's requirements for approval. In connection with such assignments, each
Party shall execute and deliver, or cause to be executed and delivered, such
other documents, and take such other action as a Party may reasonably request.
4.2 Assignments of Lease: Within fifteen (15) days following the execution
of this Agreement, but subject to receipt by Nexen of Ridgewood's payment of
$159,750.00 for its proportionate share of Nexen's sunk costs, Nexen shall
assign to REC, in the form attached hereto as Exhibit "A", an undivided
forty-five percent of eight-eighths (45% of 8/8ths) record title interest in and
to the Nexen Lease with an effective date of June 1, 2006. REC shall provide
Nexen with all of the necessary designations required to allow NPUSA to retain
the role of operator on the Nexen Lease.
4.3 Re-Assignments of Lease: In the event Ridgewood does not fulfill its
commitments and obligations pursuant to Section 2.1 above, Ridgewood and/or REC,
whichever applies, shall execute and deliver to Nexen an assignment, in the form
attached hereto as Exhibit "A", of an undivided forty-five percent of
eight-eighths (45% of 8/8ths) record title interest in and to the Nexen Lease
with an effective date of June 1, 2006.
4.4 Contents of Assignments: Any assignments delivered by the Parties
pursuant to this Agreement shall be delivered without warranty of title, save
and except a warranty of title by, through and under the assignor, and shall be
free and clear of any liens, mortgages, burdens or other encumbrances (other
than the assigning Party's proportionate share of the royalty obligation to the
MMS and the 2.50% of 8/8ths overriding royalty obligation to Mako Offshore
Exploration, Inc.). Said assignment(s) shall be subject to agreements described
in the assignment document. Any subsequently created burdens would be borne by
the Party creating the additional burden.
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ARTICLE 5
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APPLICABILITY OF OPERATING AGREEMENT
------------------------------------
5.1 Execution of Operating Agreement: Upon the execution of this Agreement,
Nexen and REC shall simultaneously execute the Operating Agreement.
5.2 Conflicts or Inconsistencies: Should any conflict or inconsistency exist
between this Agreement and the Operating Agreement, or in the event this
Agreement addresses matters not included in the Operating Agreement, this
Agreement shall prevail.
5.3 Facilities Use: If a Party contracts with another entity for the use of
that entity's facilities for either the gathering or transportation of
hydrocarbons produced from a well drilled pursuant to this Agreement or for the
production or handling of such hydrocarbons, that Party shall use reasonable
efforts to negotiate for the other Party the opportunity to participate on a pro
rata basis in such contracts on the same terms and conditions applicable to the
contracting Party. In the event that an offsite facility, gathering or
transportation system is owned solely by NPUSA or Nexen, any contract respecting
the use of such facility for the gathering or transportation of hydrocarbons or
for the processing or handling of production will be at rates similar to those
prevalent in the industry for similar water depths, operating conditions and
transported products.
ARTICLE 6
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ASSIGNMENTS, SUCCESSORS AND ASSIGNS
-----------------------------------
6.1 Assignment: Notwithstanding anything herein to the contrary, this
Agreement may not be assigned in whole or in part by Ridgewood, without the
prior written consent of Nexen. No consent from Nexen will be required for REC
to assign to the P Fund and T Fund. An assignment by a Party of any interest in
the Nexen Lease shall be made expressly subject to, and the assignee shall agree
to assume and comply with, the terms and provisions of this Agreement.
Notwithstanding any other provision of this Agreement, simultaneous with any
assignments, the assignee shall ratify, assume the assignor's obligations under,
and become a party to the Operating Agreement. No assignment shall release a
Party from its obligations and liabilities arising under this Agreement.
Notwithstanding any assignments made by Nexen, it will retain operatorship
through completion of operations on the ITW or any Substitute Well.
6.2 Successors and Assigns: This Agreement shall be binding upon and inure
to the benefit of the Parties and their respective successors, representatives
and assigns and shall constitute a covenant running with the Nexen Lease.
6.3 Payment to Ridgewood: Notwithstanding anything contained in this
Agreement or the Operating Agreement to the contrary, (a) any payments due to
Ridgewood under the JOA or the Nexen Lease will be remitted to REC and any such
payments remitted to REC shall be deemed to be made to Ridgewood and (b)
Ridgewood shall cause REC to pay to Nexen all amounts due by Ridgewood to Nexen
under this Agreement and the Operating Agreement.
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ARTICLE 7
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APPLICABLE LAW
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7.1 Applicable Law: THIS AGREEMENT AND ALL OPERATIONS CONDUCTED HEREUNDER BY
THE PARTIES SHALL BE SUBJECT TO ALL VALID AND APPLICABLE FEDERAL LAWS, RULES,
REGULATIONS AND ORDERS ("FEDERAL LAW"). TO THE EXTENT REQUIRED BY FEDERAL LAW,
THE LAWS OF THE STATE ADJACENT TO THE NEXEN LEASE SHALL APPLY. THIS AGREEMENT
SHALL OTHERWISE BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE
LAWS OF THE STATE OF LOUISIANA, EXCLUSIVE OF ANY PROVISIONS THAT WOULD DIRECT
THE APPLICATION OF THE SUBSTANTIVE LAW OF ANY OTHER JURISDICTION.
ARTICLE 8
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NOTICES
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8.1 Notices: Nexen and Ridgewood agree that any notices, communications, or
documents that either of them desire or that may be required to be delivered to
the other Party pursuant to this Agreement shall be in writing and sent via
telecopy, delivered in person or sent certified mail, postage prepaid, return
receipt requested, addressed to the Parties at the following respective
addresses stated for each:
Nexen Petroleum U.S.A. Inc.
00000 Xxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000-0000
Attention: Xx. Xxxxxx XxXxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Ridgewood Energy Corporation
00000 Xxx Xxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: Mr. Xxxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
For purposes hereof, if facsimile or personal delivery is not possible, refusal
by any Party hereto to accept correspondence sent by certified mail or two (2)
unsuccessful attempts by the U.S. Postal Service to serve any communication sent
by certified mail shall be deemed receipt of such correspondence. Any notice
delivered on Saturday, Sunday, a legal holiday or after 4:15 p.m. in the office
of the recipient shall be deemed to have been delivered on the business day next
following the date of actual receipt. Either Party may change its address for
notices by written notice to the other of them.
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ARTICLE 9
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TERM
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9.1 Term: The term of this Agreement shall commence on June 1, 2006 and
shall terminate upon the expiration of the last effective Operating Agreement
executed or ratified pursuant hereto, or by mutual agreement of the Parties,
whichever event occurs first.
ARTICLE 10
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MISCELLANEOUS PROVISIONS
------------------------
10.1 Entire Agreement: This Agreement, together with the instruments and
exhibits referred to in Section 10.4 embody the entire agreement between the
Parties with regard to the subject matter hereof, supersedes all other
agreements, arrangements and understandings, written or oral, relating to the
subject matter hereof, except the Confidentiality Agreement dated May 17, 2006
between Nexen, NPUSA and Ridgewood, and may be supplemented, altered, amended,
modified or revoked only in writing, signed by all Parties hereto. In the event
of a conflict between the provisions of this Agreement and the Confidentiality
Agreement, the provisions of this Agreement shall govern.
10.2 Headings: Except for the definition headings contained in Article 1, all
of the captions, numbering sequences and paragraph headings used in this
Agreement are inserted for convenience only and shall in no way define, limit or
describe the scope or intent of this Agreement or any part thereof, nor shall
they have any legal effect other than to aid a reasonable interpretation of this
Agreement.
10.3 Independent Representation: Each Party has had the benefit of
independent representation with respect to the subject matter of this Agreement.
This Agreement, though drawn by one Party, shall be construed fairly and
reasonably and not more strictly against one Party than the other.
10.4 Incorporation of Exhibits: Each of the Exhibits referenced in this
Agreement (Exhibit "A" Assignment of Record Title Interest, Exhibit "B" West
Cameron 109 Offshore Operating Agreement, Exhibit "C-1" AFE, Exhibit "C-2" Well
Plan) are incorporated into this Agreement by reference as fully as if the text
of each Exhibit were set forth within the body of this Agreement.
10.5 News Releases: No Party shall issue a press release concerning this
Agreement unless all Parties have approved the issuance and content of such
press release, which approval shall be timely pursued and shall not be
unreasonably withheld, or unless the press release is allowed under the terms of
the Operating Agreement.
10.6 Multiple Counterparts: This Agreement may be executed by signing the
original or a duplicate original counterpart hereof. If this Agreement is
executed in multiple duplicate original counterparts, each such counterpart
shall be deemed an original and all of which when taken together shall
constitute but one and the same Agreement with the same effect as if all Parties
had signed the same instrument. This Agreement may also be ratified by separate
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instrument referring to this Agreement and adopting by reference all the
provisions of this Agreement. A ratification shall have the same effect as an
execution of the original Agreement.
10.7 Force Majeure: Any delays in performance or failure by a Party to
perform hereunder, other than the delay or failure to pay money when owed, shall
not constitute default or breach hereunder if and to the extent such delays or
failures of performances are caused by: (i) an act of God; (ii) an act of war,
terrorism, rebellion, or sabotage, or damage resulting therefrom; (iii) a fire,
flood, explosion, accident; (iv) a riot, or strike; (v) any government's
(foreign, federal or state) law, or a rule, regulation or order of any public
body or official exerting or purporting to exercise authority or control
concerning the operations covered hereby (except that a Party's failure to
obtain any necessary and applicable federal, state or local permits shall not be
considered Force Majeure hereunder if the cause or failure to receive such
permits was the result of that Party's negligence or other fault); or (vi) any
other act or event that is beyond the reasonable control of that Party.
10.8 Severability: If any provision of this Agreement is for any reason held
to violate any applicable law, governmental rule or regulation, or if the
provision is held to be unenforceable or unconscionable, then such provision
shall be deemed null and void; but the invalidity of that specific provision
shall not be held to invalidate the remaining provisions of this Agreement. All
other provisions in the entirety of this Agreement (including all Exhibits)
shall remain in full force and effect unless the removal of the invalid
provision destroys the legitimate purposes of this Agreement, in which event
this Agreement shall be canceled and terminated.
10.9 Access to Information: Nexen shall provide Ridgewood access to Nexen's
relevant and applicable records and data that are not subject to contractual or
legal limitations or restrictions on disclosure so that Ridgewood may perform
its due diligence review of Nexen's ownership and obligations associated with
the Nexen Lease. Nexen shall provide Ridgewood with access to technical data
associated with the Nexen Lease, including seismic, maps, well data and geologic
data, subject however, to all legal confidentiality and license restrictions.
10.10 Binding Effect: This Agreement does not benefit or create any rights in
any person or entity not a party to this Agreement. Further, each Party
represents that upon execution of this Agreement it has secured all necessary
management approvals or other corporate approvals necessary to make this
Agreement a fully binding contract.
10.11 Guaranty: Ridgewood shall cause REC to guarantee all of the obligations
of Ridgewood hereunder pursuant to guarantee agreement(s) in form and substance
reasonably required by Nexen.
10.12 Further Documentation: Ridgewood agrees to be bound, in the same manner
as REC, under that certain Confidentiality Agreement dated May 17, 2006 by and
between Nexen and REC, and shall, upon the request of Nexen, enter into a
confidentiality agreement with Nexen in substantially the same form as said
Confidentiality Agreement between Nexen and REC. Ridgewood shall furnish, and
shall cause REC to furnish, to Nexen all information, approvals, opinions,
documents, and instruments that Nexen may reasonably require in connection with
this Agreement and the Operating Agreement.
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EXECUTED as of the date shown.
WITNESSES: Nexen Petroleum Offshore U.S.A. Inc.
[Signature Illegible] By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------- ------------------------------------
[Signature Illegible] Name: Xxxxx X. Xxxxxxxx
----------------------------------- ---------------------------------
Title: Vice President, General Counsel
and Asst. Secretary
Date: 8/9/06
---------------------------------
WITNESSES: Ridgewood Energy P Fund, LLC
By: Ridgewood Energy Corporation,
Manager
[Signature Illegible] By: /s/ X X Xxxxx
----------------------------------- ------------------------------------
W. Xxxx Xxxxx
[Signature Illegible] Executive Vice President
-----------------------------------
Date: 8/14/06
---------------------------------
WITNESSES: Ridgewood Energy T Fund, LLC
By: Ridgewood Energy Corporation,
Manager
[Signature Illegible] By: /s/ X X Xxxxx
----------------------------------- ------------------------------------
W. Xxxx Xxxxx
[Signature Illegible] Executive Vice President
-----------------------------------
Date: 8/14/06
----------------------------------
WITNESSES: Ridgewood Energy Corporation
[Signature Illegible] By: /s/ X X Xxxxx
----------------------------------- ------------------------------------
W. Xxxx Xxxxx
[Signature Illegible] Executive Vice President
-----------------------------------
Date: 8/14/06
---------------------------------
Signature page to Participation Agreement dated effective June 1, 2006, by and
between Nexen Petroleum Offshore U.S.A. Inc., Ridgewood Energy Corporation and
Ridgewood Energy Corporation, Manager, Ridgewood Energy P Fund, LLC, and
Ridgewood Energy T Fund, LLC.
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Exhibit "A"
Attached to and made a part of that certain Participation Agreement dated June
1, 2006, by and between Nexen Petroleum Offshore U.S.A. Inc. and Ridgewood
Energy Corporation
ASSIGNMENT OF RECORD TITLE
--------------------------
OCS-G 23744
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UNITED STATES OF AMERICA
OUTER CONTINENTAL SHELF
GULF OF MEXICO
For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, and also in consideration of the mutual covenants
and conditions herein contained, Nexen Petroleum Offshore U.S.A. Inc., having an
address of 00000 Xxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000 (hereinafter
referred to as "Assignor"), does hereby grant, transfer, convey and assign to
Ridgewood Energy Corporation, having an address of 00000 Xxx Xxxx Xxxx, Xxxxx
000, Xxxxxxx, Xxxxx 00000 (hereinafter called "Assignee"), an undivided
forty-five percent of eight-eighths (45% of 8/8ths) Record Title Interest in and
to the following described Oil and Gas Lease (hereinafter referred to as
"Lease"):
Federal Lease No. OCS-G 23744 effective May 1, 0000, xxxxxxx xxx Xxxxxx
Xxxxxx xx Xxxxxxx, as Lessor, and Nexen Petroleum Offshore U.S.A. Inc.,
as Lessee, covering all of Block 109, West Cameron Area, OCS Leasing
Map, Louisiana Map No. 1.
The assigned Interest is conveyed subject to the terms and conditions of
said Lease and that certain Assignment of Overriding Royalty dated October 4,
2002, effective May 1, 2002, by and between Nexen Petroleum Offshore U.S.A. Inc.
and Mako Offshore Exploration, Inc.
The assigned Interest is conveyed subject to the terms and conditions of
said Lease and that certain Participation Agreement and Offshore Operating
Agreement dated June 1, 2006, by and between Nexen Petroleum Offshore U.S.A.
Inc. and Ridgewood Energy Corporation.
This Assignment is made and accepted without any title or other
representations or warranties, whether express or implied, except as to persons
lawfully claiming by, through or under Assignor, but not otherwise, provided
Assignee shall have the right of full substitution and subrogation in and to any
and all rights and actions of warranty which the Assignor has or may have
against all preceding owners of the Assigned Interest.
Assignee hereby expressly accepts and agrees to perform all the duties
and obligations attributable to the Assigned Interest, as provided for in Said
Lease, in the other above-described agreement and in any law, regulation, rule,
order or other directive of any governmental or judicial body or agency having
jurisdiction thereof.
This Assignment shall inure to the benefit of and be binding upon the
respective successors and assigns of each of the Parties hereto.
IN WITNESS HEREOF, this Assignment is executed this ______ day of
____________, 2006, effective as of ____________, 2006, subject to the approval
of the Minerals Management Service under the provisions of 30 CFR Part 256.
ASSIGNOR:
WITNESSES: Nexen Petroleum Offshore U.S.A. Inc.
______________________________ By __________________________________
Xxxxx X. Xxxxxxxx
______________________________ Vice President, General Counsel
and Assistant Secretary
ASSIGNEE:
WITNESSES: Ridgewood Energy Corporation
______________________________ By __________________________________
______________________________
STATE OF TEXAS )
COUNTY OF DALLAS )
On this ____ day of ________, 2006, before me, appeared Xxxxx X.
Xxxxxxxx, to me personally known, who, being by me duly sworn, did say that he
is the Vice President, General Counsel and Assistant Secretary of Nexen
Petroleum Offshore U.S.A. Inc. and that said instrument was signed on behalf of
said corporation by authority of its Board of Directors and said Xxxxx X.
Xxxxxxxx acknowledged said instrument to be the free act and deed of said
corporation.
___________________________________________
Notary Public in and for the State of Texas
STATE OF ____________ )
COUNTY OF __________ )
On this ____ day of ________, 2006, before me, appeared ____________, to
me personally known, who, being by me duly sworn, did say that he is the
____________ of Ridgewood Energy Corporation and that said instrument was signed
on behalf of said corporation by authority of its Board of Directors and said
____________ acknowledged said instrument to be the free act and deed of said
corporation.
___________________________________________
Notary Public in and for the State of Texas
12
EXHIBIT "C"
AUTHORIZATION FOR EXPENDITURE
[FORM OMITTED]
