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 Assignor’s 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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ R. Kelly Plato

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  R. Kelly Plato,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Senior Vice
  President

  



 


 


	
  STATE OF TEXAS

  	
  §

  
	
   

  	
  §

  
	
  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.


 


 


	
   

  	
   

  
	
   

  	
  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