ASSIGNMENT OF DEEDS OFTRUST, LINE OF CREDIT MORTGAGES, ASSIGNMENTS, SECURITY AGREEMENTS, FIXTUREFILINGS AND FINANCING STATEMENTS BY NGPCAPITAL RESOURCES COMPANY,as Agent, as Assignor, TO CIT CAPITAL USA INC., asSuccessor Agent, as Assignee, Relating to Premises in: Eddy County, New Mexico Lea County, New Mexico DATED: As of June 26, 2009 This instrument was prepared by and after recording should be returned to: Vinson & Elkins, LLP First City Tower 1001 Fannin St., Suite 2500 Houston, TX 77002 Attn: Linda Daugherty
Exhibit 10.10
ASSIGNMENT OF DEEDS OF TRUST, LINE OF CREDIT MORTGAGES, ASSIGNMENTS, SECURITY AGREEMENTS, FIXTURE FILINGS AND FINANCING STATEMENTS
BY
NGP CAPITAL RESOURCES COMPANY, as Agent,
as Assignor,
TO
CIT CAPITAL USA INC., as Successor Agent,
as Assignee,
Relating to Premises in:
Eddy County, New Mexico
Lea County, New Mexico
DATED: As of June 26, 2009
This instrument was prepared
by and after recording should be returned to:
Vinson & Elkins, LLP
First City Tower
1001 Fannin St., Suite 2500
Houston, TX 77002
Attn: Linda Daugherty
THIS ASSIGNMENT OF DEEDS OF TRUST, LINE OF CREDIT MORTGAGES, ASSIGNMENTS, SECURITY AGREEMENTS, FIXTURE FILINGS AND FINANCING STATEMENTS (this Assignment), is made as of June 26, 2009, BY NGP CAPITAL RESOURCES COMPANY, a Delaware corporation, having an office at 1221 McKinney Street, Suite 2975, Houston, Texas 77002, as Agent (the Assignor), to and in favor of CIT CAPITAL USA INC., a Delaware corporation, having an office at 505 Fifth Avenue, 10th Floor, New York, New York 10017, as Successor Agent (as defined below) (the Assignee).
WHEREAS, the Assignor is currently party to that certain Amended and Restated Credit Agreement dated as of July 11, 2008 (as amended, restated, supplemented or otherwise modified, the Credit Agreement);
WHEREAS, the Assignor has resigned as Administrative Agent under the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement); and
WHEREAS, pursuant to that certain Resignation and Appointment of Administrative Agent Agreement, as of even date herewith, the parties to the Credit Agreement mutually agreed to ratify the appointment of Assignee as successor Administrative Agent (in such capacity, the Successor Agent) under the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement) and the Successor Agent wishes to accept such appointment.
NOW THEREFORE, for One Dollar ($1.00) and other good and sufficient consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby grants, bargains, sells, conveys, assigns, transfers, and endorses to Assignee, its successors and assigns, without recourse, all its right, title and interest in and to those certain deeds of trust described on Schedule A hereto (as amended, the Deeds of Trust; capitalized terms used but not defined herein shall have the meaning ascribed to them in the Deeds of Trust) in favor of Assignor and securing certain indebtedness described therein, which Deeds of Trust encumber that certain real property described therein.
TOGETHER WITH all of the right, title and interest of Assignor, in its capacity as Agent from time to time, in the secured indebtedness, and all of Assignors rights to enforce the secured indebtedness by enforcement of the Deeds of Trust and otherwise.
TO HAVE AND TO HOLD the Deeds of Trust unto Assignee and to the successors and assigns of Assignee forever.
THIS ASSIGNMENT IS MADE WITHOUT RECOURSE AND WITHOUT ANY REPRESENTATIONS AND/OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE.
[Signature page follows.]
IN TESTIMONY WHEREOF, the undersigned has caused this instrument to be executed by its duly authorized officer on the date of its respective acknowledgment, but to be effective as of the day of June, 2009.
| NGP CAPITAL RESOURCES COMPANY, | |
| as Agent, as Assignor | |
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| By: | /s/ R. Kelly Plato |
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| R. Kelly Plato, |
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| Senior Vice President |
STATE OF TEXAS | § |
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COUNTY OF HARRIS | § |
The foregoing instrument was acknowledged before me this day of June, 2009 by R. Kelly Plato, Senior Vice President of NGP Capital Resources Company, a Delaware corporation, on behalf of such corporation.
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| Notary Public |
[SEAL]
Signature Page to
Assignment of Deed of Trust
(New Mexico & Texas)
Schedule A
DESCRIPTION OF DEEDS OF TRUST
1. Deed of Trust, Line of Credit Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement dated as of May 1, 2006 from Resaca Exploitation, LP for the benefit of NGP Capital Resources Company, as Agent, filed as follows:
JURISDICTION |
| FILING INFORMATION |
| FILE DATE |
Eddy County, New Mexico |
| Book 642 Pg 1065 |
| 5/08/06 |
Lea County, New Mexico |
| Doc # 21694 Book 1441 Pg 670 |
| 05/08/06 |
Crane County, Texas |
| Doc # 0087094 Vol. 0477 Pg 219 |
| 05/06/06 |
Ector County, Texas |
| Doc # 00007413 Vol. 2028 Pg 21 |
| 05/10/06 |
Howard County, Texas |
| Doc # 00002197 Vol. 1007 Pg 154 |
| 05/08/06 |
Mitchell County, Texas |
| Vol. 719 Pg 723 |
| 05/08/06 |
Pecos County, Texas |
| Vol. 346 Pg 309 |
| 05/08/06 |
Winkler County, Texas |
| Vol. 537 Pg 661 |
| 05/08/06 |
2. First Amendment to Deed of Trust, Line of Credit Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement dated as of July 11, 2008 from Resaca Exploitation, Inc. for the benefit of NGP Capital Resources Company, as Agent, filed as follows:
JURISDICTION |
| FILING INFORMATION |
| FILE DATE |
Eddy County, New Mexico |
| Book 0752 Pg 0296 |
| 09/11/08 |
Lea County, New Mexico |
| Doc # 61041 Book 1600 Pg 799 |
| 09/11/08 |
Crane County, Texas |
| Vol. 498 Pg 651 |
| 09/12/08 |
Ector County, Texas |
| Vol. 2281 Pg 646 |
| 09/12/08 |
Howard County, Texas |
| Vol. 1110 Pg 642 |
| 09/11/08 |
Mitchell County, Texas |
| Vol. 746 Pg 493 |
| 09/11/08 |
Pecos County, Texas |
| Vol. 364 Pg 38 |
| 09/11/08 |
Winkler County, Texas |
| Doc # C1101 |
| 09/11/08 |