SECOND OVERRIDING ROYALTY AGREEMENT
THIS AGREEMENT dated as of the 20th day of December, 2001
GREYWOLF EXPLORATION INC., having an office in
Calgary, Alberta (hereinafter called "Greywolf")
- and -
MIRANT CANADA ENERGY CAPITAL, LTD., having an office
in Calgary, Alberta (hereinafter called "Mirant")
WHEREAS the Parties wish to enter into this agreement to provide for the reservation and granting of the
NOW THEREFORE in consideration of the premises, covenants and agreements of the Parties, the Parties
hereby covenant and agree as follows:
Each capitalized term in this Agreement will have the meaning given to it in the Royalty Procedure, and, in
(a) "Agreement" and "Head Agreement" means this Overriding Royalty Agreement and all schedules attached
(b) "Permitted Encumbrances" has the meaning ascribed thereto in
(c) "Royalty Lands" means all lands in which the Royalty Owner currently owns a working interest including,
without limitation, those lands described in Schedule "A".
(d) "Royalty Owner" means Mirant.
(e) "Royalty Payor" means Greywolf.
(f) "Royalty Payor's Working Interest" means the working interest of the Royalty Payor as described in Schedule
(g) "Royalty Procedure" means the standard form 1997 CAPL Overriding Royalty Procedure including the
elections and amendments, all attached hereto as Schedule "B".
The following schedules are attached hereto and made part of this Agreement:
(a) Schedule "A" which describes the Title Documents, the Royalty Lands, and the Royalty Payor's Working
(b) Schedule "B" which is the Royalty Procedure Elections and Amendments;
(c) Schedule "C" which is the Royalty Procedure; and
(d) Schedule "D" which is the form of Royalty Lands Addition Schedule.
(a) The Royalty Payor hereby grants, conveys, bargains, sells, assigns, transfers and sets over to the Royalty
Owner an overriding royalty