exv10w6






Exhibit 10.6




OMNIBUS AGREEMENT RELATING TO ASSIGNED INTERESTS




     This Omnibus Agreement Relating to Assigned Interests (hereafter “Agreement”) is made by and
among the parties listed in subsection (1) below, on the one hand, and the parties listed in
subsection (2) below, on the other, effective this 22nd day of December 2009 (the “Effective
Date”):




	 	(1)	 	Joseph A. Reeves, Jr. (“Reeves”), a person of full age of majority with a
mailing address at 11211 Wilding Lane, Houston, Texas 77024; Texas Oil Distribution &
Development, Inc. (“TODD”), a Texas corporation with the same mailing address; and JAR
Resource Holdings, LLP (“JAR”), a Texas limited liability partnership with the same
mailing address (TODD, JAR and Reeves being sometimes referred to below collectively as
“Reeves Parties”); and
	 
	 	(2)	 	The Meridian Resource Corporation (“TMR”), a Texas corporation with a mailing
address at 1401 Enclave Parkway, Suite 300, Houston, Texas 77077; The Meridian Resource
& Exploration LLC (“TMRX”), a Delaware limited liability company with the same mailing
address; Louisiana Onshore Properties LLC (“LOPI”), a Delaware limited liability
company with the same mailing address and formerly known as Louisiana Onshore
Properties Inc. before its conversion from a Delaware corporation to a Delaware limited
liability company; and Cairn Energy USA, Inc. (“Cairn”), a Delaware corporation with
the same mailing address (TMR, TMRX, LOPI, and Cairn being sometimes referred to below
collectively as “Meridian Parties”).





The above named parties to this Agreement are sometimes referred to below as a “Party” in the
singular and as “Parties” in the plural.




Recitals




     WHEREAS TODD and TMRX (then known as Texas Meridian Resources Exploration, Inc.) entered into
that certain letter agreement dated July 15, 1996 (the “Letter Agreement”), an accurate copy of
which (with exhibits) is attached hereto as Exhibit 1(A); and



     WHEREAS the Letter Agreement provides TODD the right to participate in certain “Prospects” (as
defined therein) acquired by TMRX, under the terms and conditions specified in the Letter
Agreement; and



     WHEREAS the Letter Agreement utilizes the form Master Participation Agreement attached as
Exhibit 1 to the Letter Agreement (the “Form MPA”) to govern Prospects in which TODD elects to
participate under the Letter Agreement (each, an “MPA”); and



     WHEREAS although JAR is not a signatory to the Letter Agreement or any MPA, JAR has been
assigned interests in certain wells subject to the Letter Agreement by TODD and by Meridian Parties
at TODD’s request; and



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     WHEREAS Reeves and TMR (then known as Texas Meridian Resources Corporation) entered into an
Agreement dated June 27, 1995 but effective January 1, 1994 (the “Original NPI Agreement”), an
accurate copy of which is attached as Exhibit 1(B); and



     WHEREAS the Original NPI Agreement provided for assignment of certain net profits interests
(“Net Profit Interests” or “NPIs”) to Reeves, in the manner and under the terms and conditions of
the said Original NPI Agreement; and



     WHEREAS the Original NPI Agreement was amended by that certain Amendment to Agreement dated
June 27, 1995 (the “NPI Amendment”), an accurate copy of which is attached as Exhibit 1(C); and



     WHEREAS Reeves and TMR entered into a Termination Agreement as of April 29, 2008 relating to
the Original NPI Agreement (the “Termination Agreement”), an accurate copy of which is attached as
Exhibit 1(D); and



     WHEREAS certain questions and disagreements have arisen between the Reeves Parties and the
Meridian Parties as to the effect and/or interpretation of certain provisions of the Letter
Agreement, Original NPI Agreement, as amended by the NPI Amendment (collectively, the “NPI
Agreement”) Termination Agreement, and the interests assigned or owed to the Reeves Parties under
the terms of these agreements; and



     WHEREAS contemporaneously herewith and as a material consideration for the execution of this
Agreement, the Parties are executing a Settlement and Release Agreement (the “Settlement
Agreement”); and



     WHEREAS the Parties wish to resolve said questions and disagreements, clarify the effect of
certain provisions in the Letter Agreement and the NPI Agreement, and agree and stipulate with
respect to what interests have been or will be assigned or owed to the Reeves Parties under the
Letter Agreement and NPI Agreement;



Agreements




     NOW, THEREFORE, to resolve potential disputes and questions concerning the agreements
described above, and for other good and valuable cause and consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:



Reeves Net Profits Interests





	1.	 	The “Properties” as defined in Article I of the Original NPI Agreement, and in which any
Meridian Party continues to own any interest, are those lands (a) covered by the mineral
leases identified and/or listed on Exhibit 2(A) attached hereto, and/or (b) situated within
the boundaries of the contract areas outlined in red on the plats attached as Exhibit 2(B) in
globo. These Properties are sometimes hereafter referred to as the “Active NPI Lands.”
	 
	2.	 	The “Properties” as defined in Article I of the Original NPI in which a Meridian Party owned
an interest within the three years prior to the effective date of this Agreement, but no
longer owns such interest, are those lands (a) covered by the mineral leases identified and/or
listed




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	 	 	on Exhibit 3(A) and/or (b) situated within the boundaries of the contract areas outlined in red
on the plats attached as Exhibit 3(B) in globo. These Properties are sometimes hereafter
referred to as “Suspended NPI Lands.”
	 
	3.	 	Exhibit 4 attached hereto sets forth Reeves’s NPIs with respect to all wells identified
thereon. The Meridian Parties represent and agree that, to the best of their knowledge and
information, written documents reflecting the assignment of these interests have been filed in
the public records in the counties or parishes where the properties subject to the NPIs are
located. The Meridian Parties further agree that any such assignments that have not, as of
yet, been executed and/or filed in those said counties or parishes will be executed and
delivered to Reeves by the appropriate Meridian Party within the sooner of 10 business days of
request by a Reeves Party or the sale, assignment, or conveyance of any property, interest, or
asset to which such NPI interest may apply and will be filed in those said counties or
parishes by a Meridian Party within 10 business days after receipt from Reeves of fully
executed originals thereof.
	 
	4.	 	Reeves is entitled to an NPI under the NPI Agreement with respect to any well drilled in the
future in the Active NPI Lands and Suspended NPI Lands, and/or any Property (as defined in
Article I of the Original NPI Agreement) identified within the Active NPI Lands and Suspended
NPI Lands, until termination of the NPI in accordance with the Original NPI Agreement as
clarified in Paragraph 6 below.
	 
	5.	 	Reeves is not entitled to any NPI, or an assignment of any NPI, from the Meridian Parties (or
any AFFILIATE thereof as defined in the NPI Agreement) in any lands not situated within the
Active NPI Lands and/or the Suspended NPI Lands.
	 
	6.	 	In clarification of Articles IV(G) and VIII(A) of the Original NPI Agreement, the Parties
recognize and agree that if a Meridian Party hereafter sells, assigns, or conveys all of its
interests in a mineral right, interest, or lease subject to a Reeves NPI as contemplated in
Article IV(G) of the Original NPI Agreement, (a) the sale or assignment shall be made subject
to the NPI and the said NPI shall not expire or be extinguished prior to, but shall expire and
be extinguished upon, expiration or termination of the mineral right, interest, or lease and
(b) Reeves shall retain the right under the NPI Agreement to obtain a further NPI in the event
a Meridian Party acquires any further Mineral Interest (as defined in the NPI Agreement)
within the same applicable Active NPI Lands or Suspended NPI Lands within three years after
such sale, assignment or conveyance by such Meridian Party. The Parties further recognize and
agree that if Reeves has an NPI in Louisiana fee lands owned by any Meridian Party, any sale
or conveyance of all or any portion of said fee land by a Meridian Party shall be made
expressly subject to Reeves’s NPI, and as to the vendee the duration and continuance of
Reeve’s NPI thereafter shall be governed by the terms of Louisiana law including the Louisiana
Mineral Code.





TODD Interests





	7.	 	An MPA exists in accordance with the Letter Agreement and its attachments between Meridian
and TODD as to each of those prospects identified and listed in Exhibit 5 (hereafter referred
to as the “Active MPA Prospects”). The said Active MPA Prospects are also





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	 	 	defined as those lands situated within the boundaries of the contract areas outlined in red on
the plats attached as Exhibit 6 in globo (hereafter as the “MPA Lands”). TODD has the right to
participate in wells drilled in the future in the said active MPA Prospects and on the MPA
Lands, in accordance with the provisions of the Letter Agreement, its attachments, and any
applicable MPAs, Form JOAs (as defined below) and Third Party Operating Agreements (as defined
below).
	 
	8.	 	Exhibit 7 sets forth and describes TODD’s gross working interests and net revenue interests
with respect to each well listed and identified thereon. Within 10 business days of a request
by a Reeves Party, the appropriate Meridian Parties will execute and deliver to TODD any
assignment necessary to reflect said interest in the appropriate public records and will file
same within 10 business days after receipt from TODD of fully executed originals thereof.
	 
	9.	 	TODD is not entitled to any interest, or an assignment of any interest, from any Meridian
Party in any lands not situated within the MPA Lands.





JAR’s Interests





	10.	 	All of JAR’s interests in any Active MPAs were acquired by assignment from TODD or a Meridian
Party.
	 
	11.	 	Attached Exhibit 8 sets forth JAR’s gross working interests and net revenue interests in the
wells listed therein. Within 10 business days of a request from any Reeves Party, the
appropriate Meridian Parties will execute and deliver to JAR any assignment necessary to
reflect said interest in the appropriate public records and will file same within 10 business
days after receipt from JAR of fully executed originals thereof.
	 
	12.	 	Except as provided in Paragraph 11 above, JAR is not entitled to any interest, or an
assignment of any interest, from any Meridian Party in any lands not covered by a prior
assignment from TODD or a Meridian Party.





Miscellaneous and General





	13.	 	Any mineral or revenue interest owned by TODD or JAR in an Active MPA is subject to a Form
MPA and subject to the Model Form Operating Agreement (hereafter “Form JOA”) attached to the
Form MPA, except to the extent that the said Active MPA was subject to a “Third Party
Operating Agreement” (meaning an operating agreement other than the Form JOA) prior to the
acquisition of the said interest by TODD or JAR, in which case TODD’s and/or JAR’s interest
shall be governed by the Third Party Operating Agreement. Exhibit 9 sets forth a
non-exclusive list of Third Party Operating Agreements.
	 
	14.	 	The Parties agree that paragraph 7 of the Form MPA and of each and any MPA relating to tax
partnerships is deleted entirely. The Parties further acknowledge that no tax partnerships
were created between any Meridian Party on the one hand and any Reeves Party on the other with
respect to any MPA.
	 
	15.	 	This Agreement and its attached exhibits are intended to clarify the Parties’ rights and
obligations and to resolve uncertainty and eliminate disputes that may develop with respect





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	 	 	to the interpretation, effect, and/or operation of the Letter Agreement, the NPI Agreement, the
Termination Agreement, and all existing and applicable MPAs. This Agreement is not intended as a
novation of any of the said agreements, nor intended to modify, amend, change, or revise any
provision in the said agreements and contracts, as clarified and specified herein and in the
attached Exhibits (including Paragraph 6 above). Other than as expressly provided herein, all
of the terms and provisions of the above-said agreements remain fully in force and effect, other
than the deletion of Paragraph 7 of the Form MPA and MPAs, as provided in Paragraph 14 above.
There are no oral agreements between the Parties. This Agreement along with the Letter
Agreement, Notices issued pursuant to the Letter Agreement, MPAs, Form JOAs, Third Party
Operating Agreements, NPI Agreement, Termination Agreement, the Settlement Agreement and the
assignments executed and/or to be executed under this Agreement, the Letter Agreement, and or
NPI Agreement, are all of the agreements between the Parties.
	 
	16.	 	This Agreement is the result of detailed negotiations between the Parties and all Parties
contributed to the terms and provisions of this Agreement. Accordingly, no provision in this
Agreement shall be interpreted or construed in favor of one Party on grounds the other Party
or Parties authored the provision of the Agreement.
	 
	17.	 	This Agreement shall be binding upon and inure to the Parties and their heirs, successors,
and assigns.
	 
	18.	 	This Agreement may be signed in counterparts, each of which shall be deemed an original and
all of which shall constitute a single agreement.




          [remainder of page intentionally blank; signature pages follow]




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     IN WITNESS WHEREOF, Reeves, TODD and JAR have executed this Agreement in the presence of the
undersigned competent witnesses on the date set forth in the notarial acknowledgment below but
effective as of the Effective Date.



	 	 	 	 	 	 	 
	WITNESSES to all signatures:	 	 	 	 
	 
	 	 	 	 	 	 
	Signature:	 	/s/ Lloyd DeLano	 	/s/ Joseph A. Reeves, Jr.
	 	 	 	 	 
	Name printed: Lloyd DeLano	 	Joseph A. Reeves, Jr.
	 
	 	 	 	 	 	 
	Signature:	 	/s/ Ethel Pourciaux	 	Texas Oil Distribution & Development, Inc.
	 

	 	 	 	 	 	 
	Name printed: Ethel Pourciaux	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Joseph A. Reeves, Jr.
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Joseph A. Reeves, Jr., President
	 
	 	 	 	 	 	 
	 	 	 	 	JAR Resource Holdings, LLC
	 	 	 	 	By JAR Resource Corporation, its general partner
	 
	 	 	 	 	 	 
	 
	 

	 	 	 	By:
	 	/s/ Joseph A. Reeves, Jr.
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Joseph A. Reeves, Jr., President






Notarial acknowledgment




State of Texas

County of Harris




     Before me, the undersigned Notary Public in and for the aforesaid State and County, personally
appeared Joseph A. Reeves, Jr., who is personally known to me and who upon being duly sworn by me
did state that he executed the foregoing instrument this day (i) as the duly authorized President
of Texas Oil Distribution & Development, Inc., a Texas corporation, by the authority of its board
of directors as the free act and deed of said corporation, (ii) as the duly authorized President of
JAR Resource Corporation, a Texas corporation and the general partner of JAR Resource Holdings,
LLC, a Texas limited liability company, by the authority of said corporation’s board of directors
and said partnership’s partner as the free act and deed of said corporation and partnership and
(iii) as his free and deed in his individual capacity.



     WITNESS MY HAND AND SEAL this 22nd day of December 2009.



	 	 	 	 	 
	 	 	 
	 	                               /s/ Melinda Frew
 	 
	 	Notary Public for the State of Texas 	 
	 	Full name printed: Melinda Frew

Notarial Identification Number 00139815-1

My commission expires 11-5-10	 



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     IN WITNESS WHEREOF, TMR, TMRX, LOPI and Cairn have executed this Agreement in the presence of
the undersigned competent witnesses on the date set forth in the notarial acknowledgment below but
effective as of the Effective Date.



	 	 	 	 	 	 	 
	WITNESSES to all signatures	 	The Meridian Resource Corporation
	 
	 	 	 	 	 	 
	 
	 

	 	 	 	By:
	 	/s/ Paul Ching
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Paul Ching, Chief Executive Officer
	 
	 	 	 	 	 	 
	 	 	 	 	The Meridian Resource & Exploration LLC
	 
	 	 	 	 	 	 
	Signature:

	 	/s/ Tiffany Peoples Elder	 	 	 	 
	 

	 	 	 	 	 	 
	Name printed: Tiffany Peoples Elder	 	By:	 	/s/ Paul Ching
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Paul Ching, one of its managers
	 
	 	 	 	 	 	 
	 	 	 	 	Louisiana Onshore Properties LLC
	 
	 	 	 	 	 	 
	 
	 

	 	 	 	By:
	 	/s/ Paul Ching
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Paul Ching, one of its managers
	 
	 	 	 	 	 	 
	 	 	 	 	Cairn Energy USA, Inc.
	 
	 	 	 	 	 	 
	Signature:

	 	/s/ Ethel Pourciaux	 	 	 	 
	 

	 	 	 	 	 	 
	Name printed: Ethel Pourciaux	 	By:	 	/s/ Paul Ching
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Paul Ching, Chief Executive Officer






Notarial acknowledgment




State of Texas

County of Harris




     Before me, the undersigned Notary Public in and for the aforesaid State and County, personally
appeared Paul Ching, who is personally known to me and who upon being duly sworn by me did state
that he executed the foregoing instrument this day (i) as the duly authorized Chief Executive
Officer of The Meridian Resource Corporation, a Texas corporation, by the authority of its board of
directors as the free act and deed of said corporation, (ii) as a duly authorized manager of The
Meridian Resource & Exploration LLC, a Delaware limited liability company, by the authority of its
managers as the free act and deed of said company, (iii) as a duly authorized manager of Louisiana
Onshore Properties LLC, a Delaware limited liability company, by the authority of its managers as
the free act and deed of said company and (iv) as the duly authorized Chief Executive Officer of
Cairn Energy USA, Inc., a Delaware corporation, by the authority of its board of directors as the
free act and deed of said corporation.



     WITNESS MY HAND AND SEAL this 22nd day of December 2009.



	 	 	 	 	 
	 	 	 
	 	                                /s/ Melinda Frew
 	 
	 	Notary Public for the State of Texas 	 
	 	Full name printed: Melinda Frew

Notarial Identification Number 00139815-1

My commission expires 11-5-10	 
	 




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