Exhibit 10.1
JOINT PARTICIPATION AGREEMENT
XXXXXX PROSPECT
WEST CAMERON AREA BLOCKS 259, 265, 266
SHEMP PROSPECT
WEST CAMERON AREA, WEST ADDITION BLOCK 365
CENTRAL GULF OF MEXICO
This Joint Participation Agreement ("Agreement") effective this 1st day of July,
2005 will serve as the definitive agreement between Marathon Oil Company ("MOC")
and Ridgewood Energy Corporation ("Ridgewood") sometimes hereinafter referred to
collectively as "Parties" and individually as "Party", concerning the drilling
and evaluation of the Xxxxxx Prospect and the option by Ridgewood to participate
in the Shemp Prospect, as each such prospect is more fully described herein.
WHEREAS, MOC represents that it currently owns an undivided one hundred percent
of six-sixths (100% of 6/6ths) record title interest in the Outer Continental
Shelf Leases OCS-G 27012, OCS-G 24722, and OCS-G 24723 covering West Cameron
Area Blocks 259, 265 and 266 respectively (the "Xxxxxx Leases"). The
aforementioned three (3) Xxxxxx Leases and corresponding blocks shall
hereinafter sometimes be referred to as the "Xxxxxx Prospect" or "Xxxxxx" and
are set forth and described on the attached Exhibit "A"; and,
WHEREAS, MOC represents that it currently owns an undivided one hundred percent
of six-sixths (100% of 6/6ths) record title interest in the Outer Continental
Shelf Lease OCS-G 27024 covering West Cameron Area, West Addition Block 365 (the
"Shemp Lease"). The aforementioned Shemp Lease and corresponding block shall
hereinafter sometimes be referred to as the "Shemp Prospect" or "Shemp" and is
set forth and described on the attached Exhibit "A"; and,
WHEREAS, Ridgewood desires to earn from MOC an undivided forty percent (40%)
record title interest in the Xxxxxx Leases by participating in and bearing a
disproportionate share of the cost of a well to be drilled thereon; and,
WHEREAS, MOC desires to make available to Ridgewood an undivided forty percent
(40%) record title interest in the Xxxxxx Leases in accordance with the further
terms and conditions of this Agreement, and the Parties hereto desire to set
forth their agreement concerning the obligations of Ridgewood with respect to
earning such interest from MOC; and,
WHEREAS, the Parties agree that in the event Ridgewood earns an assignment of
the Xxxxxx Leases as provided herein, Ridgewood shall be entitled to elect to
participate, at its sole option, in the first well drilled on the Shemp Prospect
as provided in Section 6.
NOW, THEREFORE, in consideration of the mutual promises and covenants made by
the Parties hereunder, MOC and Ridgewood agree to the following terms and
conditions:
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IN WITNESS WHEREOF, this Agreement is executed in the presence of competent
witnesses by the Parties to this Agreement as of the dates set out below, but is
made effective as of the date first above written.
WITNESSES: Marathon Oil Company
[SIGNATURE ILLEGIBLE] By: /s/ X. X. Xxxxxx
--------------------- --------------------------------
Name: M. J-Xxxxxx
[SIGNATURE ILLEGIBLE] Title: Attorney-in-Fact
--------------------- -----------------------------
Date: 08/11/2005
WITNESSES: Ridgewood Energy Corporation
[SIGNATURE ILLEGIBLE] By:/s/ W. Xxxx Xxxxx
--------------------- ---------------------------------
Name: W. Xxxx Xxxxx
[SIGNATURE ILLEGIBLE] Title: Executive Vice President
-------------------- -----------------------------
Date: 08/11/05
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ACKNOWLEDGEMENT
---------------
STATE OF TEXAS:
COUNTY OF XXXXXX:
On this 11th day of August 2005, before me, appeared X. X. Xxxxxx, to me
personally known, who, being by me my sworn, did say that he is the
Attorney-in-Fact for Marathon Oil Company, and that the foregoing instrument was
signed on behalf of said corporation by authority of its Board of Directors, and
said appearer acknowledged said instrument to be the free act and deed of said
corporation.
/s/ Xxxxxxx X. Xxxxxx
---------------------
NOTARY PUBLIC
My Commission expires: 1-22-06
---------
[SEAL] XXXXXXX X. XXXXXX
Notary Public, State of Texas
Commission Expires
01-22-2006
ACKNOWLEDGEMENT
---------------
STATE OF TEXAS:
COUNTY OF XXXXXX:
On this___ day of _____________ 2005, before me, appeared _____________________,
to me personally known, who, being by me duly sworn, did say that she/he is the
___________________ for Ridgewood Energy Corporation, and that the foregoing
instrument was signed on behalf of said corporation by authority of its Board of
Directors, and said appearer acknowledged said instrument to be the free act and
deed of said corporation.
-----------------------
NOTARY PUBLIC
My Commission expires:_________
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ACKNOWLEDGEMENT
---------------
STATE OF TEXAS:
COUNTY OF XXXXXX:
On this ___ day of __________2005, before me, appeared X. X. Xxxxxx, to me
personally known, who, being by me duly sworn, did say that he is the
Attorney-in-Fact for Marathon Oil Company, and that the foregoing instrument was
signed on behalf of said corporation by authority of its Board of Directors, and
said appearer acknowledged said instrument to be the free act and deed of said
corporation.
-----------------------
NOTARY PUBLIC
My Commission expires: ________
ACKNOWLEDGEMENT
---------------
STATE OF TEXAS:
COUNTY OF XXXXXX:
On this 11th day of August 2005, before me, appeared W. Xxxx Xxxxx to me
personally known, who, being by me duly sworn, did say that she/he is the Exec.
Vice President for Ridgewood Energy Corporation, and that the foregoing
instrument was signed on behalf of said corporation by authority of its Board of
Directors, and said appearer acknowledged said instrument to be the free act and
deed of said corporation.
/s/ Xxxxx Xxxxx
----------------
NOTARY PUBLIC
My Commission expires: October 1, 2008
---------------
[SEAL] XXXXX XXXXX
Notary Public,
State of Texas
My Commission Expires
October 01, 2008
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