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EX-32.2 - CERTIFICATION OF CFO PURSUANT TO SECTION 906 - Mewbourne Energy Partners 07-A, L.P.dex322.htm
EX-31.1 - CERTIFICATION OF CEO PURSUANT TO SECTION 302 - Mewbourne Energy Partners 07-A, L.P.dex311.htm
EX-32.1 - CERTIFICATION OF CEO PURSUANT TO SECTION 906 - Mewbourne Energy Partners 07-A, L.P.dex321.htm
EX-31.2 - CERTIFICATION OF CFO PURSUANT TO SECTION 302 - Mewbourne Energy Partners 07-A, L.P.dex312.htm
Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2010

OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                                  to                                 

Commission File No. 333-131978-01

MEWBOURNE ENERGY PARTNERS 07-A, L.P.

 

Delaware       20-8481823
(State or jurisdiction of incorporation or organization)       (I.R.S. Employer Identification Number)

 

3901 South Broadway, Tyler, Texas      75701  
(Address of principal executive offices)      (Zip code)  

Registrant’s Telephone Number, including area code:             (903) 561-2900    

 

Not Applicable      
(Former name, former address and former fiscal year, if changed since last report)        

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X]    No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes [  ]    No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  [  ]       Accelerated filer  [  ]   
Non-accelerated filer    [  ]    (Do not check if a smaller reporting company)    Smaller reporting company  [X]   

Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ]    No [X]


Table of Contents

MEWBOURNE ENERGY PARTNERS 07-A, L.P.

INDEX

 

Part 1 - Financial Information

   Page No.

Item 1. Financial Statements

  

Condensed Balance Sheets -
March 31, 2010 (Unaudited) and December 31, 2009

   3

Condensed Statements of Operations (Unaudited) -
For the three months ended March 31, 2010 and 2009

   4

Condensed Statements of Cash Flows (Unaudited) -
For the three months ended March 31, 2010 and 2009

   5

Condensed Statement of Changes In Partners’ Capital (Unaudited) -
For the three months ended March  31, 2010

   6

Notes to Condensed Financial Statements

   7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

   9

Item 3. Quantitative and Qualitative Disclosures about Market Risk

   11

Item 4. Disclosure Controls and Procedures

   11

Part II - Other Information

  

Item 1. Legal Proceedings

   12

Item 6. Exhibits and Reports on Form 8-K

   12

 

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MEWBOURNE ENERGY PARTNERS 07-A, L.P.

Part I - Financial Information

Item 1.  Financial Statements

CONDENSED BALANCE SHEETS

March 31, 2010 and December 31, 2009

 

       March 31, 2010         December 31, 2009    
     (Unaudited)        

ASSETS

    

Cash and cash equivalents

   $ 205,051      $ 282,559   

Accounts receivable, affiliate

     2,137,046        2,170,941   
                

Total current assets

     2,342,097        2,453,500   
                

Oil and gas properties at cost, full-cost method

     65,645,399        65,414,636   

Less accumulated depreciation, depletion,
amortization and impairment

     (44,724,187     (44,152,582
                
     20,921,212        21,262,054   
                

Total assets

   $ 23,263,309      $ 23,715,554   
                

LIABILITIES AND PARTNERS’ CAPITAL

    

Accounts payable, affiliate

   $ 440,699      $ 291,270   
                

Total current liabilities

     440,699        291,270   
                

Asset retirement obligation

     380,697        374,238   

Partners’ capital

     22,441,913        23,050,046   
                

Total liabilities and partners’ capital

   $ 23,263,309      $ 23,715,554   
                

The accompanying notes are an integral part of the financial statements.

 

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MEWBOURNE ENERGY PARTNERS 07-A, L.P.

CONDENSED STATEMENTS OF OPERATIONS

For the three months ended March 31, 2010 and 2009

(Unaudited)

 

     Three Months Ended
March 31,
 
     2010    2009  

Revenues and other income:

     

Oil sales

   $ 844,870    $ 802,582   

Gas sales

       2,559,185        3,563,070   

Interest income

     138      901   
               

Total revenues and other income

     3,404,193      4,366,553   
               

Expenses:

     

Lease operating expense

     414,300      363,507   

Production taxes

     185,040      294,237   

Administrative and general expense

     124,923      259,415   

Depreciation, depletion, and amortization

     571,605      1,551,752   

Cost ceiling write-down

     -      13,601,516   

Asset retirement obligation accretion

     6,459      6,056   
               

Total expenses

     1,302,327      16,076,483   
               

Net income (loss)

   $ 2,101,866    $ (11,709,930
               

Allocation of net income (loss)

     

General partners

   $ -    $ (10,992,279
               

Limited partners

   $ 2,101,866    $ (717,651
               

Basic and diluted net income (loss) per
partner interest
(14,000 interests outstanding)

   $ 150.13    $ (836.42
               

The accompanying notes are an integral part of the financial statements.

 

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MEWBOURNE ENERGY PARTNERS 07-A, L.P.

CONDENSED STATEMENTS OF CASH FLOWS

For the three months ended March 31, 2010 and 2009

(Unaudited)

 

     Three Months Ended
March 31,
 
     2010     2009  

Cash flows from operating activities:

    

Net income (loss)

   $ 2,101,866      $ (11,709,930

Adjustments to reconcile net income (loss) to net cash
provided by operating activities:

    

  Depreciation, depletion, and amortization

     571,605        1,551,752   

  Cost ceiling write-down

     -        13,601,516   

  Asset retirement obligation accretion

     6,459        6,056   

  Changes in operating assets and liabilities:

    

  Accounts receivable, affiliate

     33,895        1,528,825   

  Prepaid state taxes

     -        931   

  Accounts payable, affiliate

     149,429        503,712   
                

  Net cash provided by operating activities

         2,863,254            5,482,862   
                

Cash flows from investing activities:

    

Purchase and development of oil and gas properties

     (230,763     (501,979
                

  Net cash used in investing activities

     (230,763     (501,979
                

Cash flows from financing activities:

    

Cash distributions to partners

     (2,709,999     (5,025,000
                

  Net cash used in financing activities

     (2,709,999     (5,025,000
                

Net decrease in cash and cash equivalents

     (77,508     (44,117

Cash and cash equivalents, beginning of period

     282,559        3,952,913   
                

Cash and cash equivalents, end of period

   $ 205,051      $ 3,908,796   
                

Supplemental Cash Flow Information:

    

Non-cash changes to oil & gas properties related to
asset retirement obligation liabilities

   $ -      $ (264
                

The accompanying notes are an integral part of the financial statements.

 

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MEWBOURNE ENERGY PARTNERS 07-A, L.P.

CONDENSED STATEMENT OF CHANGES IN PARTNERS’ CAPITAL

For the three months ended March 31, 2010

(Unaudited)

 

             Total          

Balance at December 31, 2009

   $ 23,050,046   

Cash distributions

     (2,709,999

Net income

     2,101,866   
        

Balance at March 31, 2010

   $             22,441,913   
        

The accompanying notes are an integral part of the financial statements.

 

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MEWBOURNE ENERGY PARTNERS 07-A, L.P.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

 

1.

Description of Business

Mewbourne Energy Partners 07-A, L.P. (the “Registrant” or the “Partnership”), a Delaware limited partnership, is engaged primarily in oil and gas development and production in Texas, Oklahoma, and New Mexico, and was organized on March 1, 2007. The offering of limited and general partner interests began May 1, 2007 as a part of a private placement pursuant to Section 4(2) of the Securities Act of 1933 and Regulation D promulgated thereunder, as a part of the Mewbourne Energy Partners 07 Drilling Program, (the “Program”), and concluded August 13, 2007 with total investor contributions of $70,000,000 originally being sold to accredited investors, of which $65,710,000 were sold to accredited investors as general partner interests and $4,290,000 were sold to accredited investors as limited partner interests. During the quarter ended June 30, 2009 all general partner equity interests were converted to limited partner equity interests and, accordingly, all partnership interests have been reflected in the accompanying financial statements as limited partner interests for the three month period ended March 31, 2010. In accordance with the laws of the State of Delaware, Mewbourne Development Corporation (“MD”), a Delaware corporation, has been appointed as the Partnership’s managing general partner. MD has no significant equity interest in the Partnership.

 

2.

Summary of Significant Accounting Policies

Reference is hereby made to the Registrant’s Annual Report on Form 10-K for 2009, which contains a summary of significant accounting policies followed by the Partnership in the preparation of its financial statements. These policies are also followed in preparing the quarterly report included herein.

In the opinion of management, the accompanying unaudited financial statements contain all adjustments of a normal recurring nature necessary to present fairly our financial position, results of operations, cash flows and partners’ capital for the periods presented. The results of operations for the interim periods are not necessarily indicative of the final results expected for the full year.

New Accounting Pronouncements

In February 2010, FASB issued authoritative guidance which requires additional information to be disclosed principally in respect of Level 3 fair value measurements and transfers to and from Level 1 and Level 2 measurements. In addition, enhanced disclosure is required concerning inputs and valuation techniques used to determine Level 2 and Level 3 fair value measurements. The guidance is generally effective for interim and annual reporting periods beginning after December 15, 2009; however, the requirements to disclose separately purchases, sales, issuances, and settlements in the Level 3 reconciliation are effective for fiscal years beginning after December 15, 2010 (and for interim periods within such years). Early adoption is allowed. The Partnership does not anticipate any effect from this on its financial position or results of operations.

In January 2010, FASB issued Accounting Standards Update (ASU) 2010-03, “Oil and Gas Reserve Estimation and Disclosures” to provide consistency with the new SEC rules. The ASU amends existing standards to align the reserves calculation and disclosure requirements under US GAAP with the requirements in the SEC rules. The Partnership adopted the new standards effective December 31, 2009. The new standards are applied prospectively as a change in estimate.

 

3.

Accounting for Oil and Gas Producing Activities

The Partnership follows the full-cost method of accounting for its oil and gas activities. Under the full-cost method, all productive and non-productive costs incurred in the acquisition, exploration and development of oil and gas properties are capitalized. Depreciation, depletion and amortization of oil and gas properties subject to amortization is computed on the units-of-production method based on the proved reserves underlying the oil and gas properties. At March 31, 2010 and 2009, all capitalized costs were subject to amortization. Proceeds from the sale or other disposition of properties are credited to the full cost pool. Gains and losses on the sale or other disposition of properties are not recognized unless such adjustments would significantly alter the relationship between capitalized costs and the proved oil and gas reserves. Capitalized costs are subject to a quarterly ceiling test that limits such costs to the aggregate of the present value of future net cash flows of proved reserves and the lower of cost or fair value of unproved properties. There was no cost ceiling write-down at March 31, 2010, whereas at March 31, 2009 there was a cost ceiling write-down of $13,601,516.

 

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In January 2009, the SEC issued revisions to the natural gas and oil reporting disclosures, “Modernization of Oil and Gas Reporting, Final Rule” (the “Final Rule”). In January 2010, the Financial Accounting Standards Board (“FASB”) updated its oil and gas estimation and disclosure requirements to align its requirements with the SEC’s modernized oil and gas reporting rules. The update amends the definition of proved reserves to use the average of first-day-of-the-month prices during the twelve months preceding the end of the reporting period, adds definitions used in estimating and disclosing proved oil and natural gas quantities and expands the disclosures required for equity-method investments. The update must be applied prospectively as a change in accounting principle that is inseparable from a change in accounting estimate and is effective for entities with annual reporting periods ending on or after December 31, 2009. The Partnership adopted the new standards effective December 31, 2009.

 

4.

Asset Retirement Obligations

The Partnership has recognized an estimated liability for future plugging and abandonment costs. The estimated liability is based on historical experience and estimated well life. The liability is discounted using the credit-adjusted risk-free rate. Revisions to the liability could occur due to changes in well ownership interests or well plugging and abandonment costs, or if federal or state regulators enact new well restoration requirements. The Partnership recognizes accretion expense in connection with the discounted liability over the remaining life of the well.

A reconciliation of the Partnership’s liability for well plugging and abandonment costs for the three months ended March 31, 2010 and the year ended December 31, 2009 is as follows:

 

       March 31, 2010        December 31, 2009    

Balance, beginning of period

   $ 374,238    $ 352,147   

Liabilities reduced

     -      (2,007

Accretion expense

     6,459      24,098   
               

Balance, end of period

   $ 380,697    $ 374,238   
               

 

5.

Related Party Transactions

In accordance with the laws of the State of Delaware, Mewbourne Development Corporation (“MD”), a Delaware Corporation, has been appointed as the Partnership’s managing general partner. MD has no significant equity interest in the Partnership. Mewbourne Oil Company (“MOC”) is operator of oil and gas properties owned by the Partnership. Mewbourne Holdings, Inc. is the parent of both MD and MOC. Substantially all transactions are with MD and MOC.

In the ordinary course of business, MOC will incur certain costs that will be passed on to owners of the well for which the costs were incurred. The Partnership will receive their portion of these costs based upon their ownership in each well incurring the costs. These costs are referred to as operator charges and are standard and customary in the oil and gas industry. Operator charges include recovery of gas marketing costs, fixed rate overhead, supervision, pumping, and equipment furnished by the operator, some of which will be included in the full cost pool pursuant to Rule 4-10(c)(2) of Regulation S-X. Services and operator charges are billed in accordance with the program and partnership agreements.

In consideration for services rendered by MD in managing the business of the Partnership, the Partnership during each of the initial three years of the Partnership will pay to MD a management fee in the amount equal to .7% of the subscriptions by the investor partners to the Partnership. The Partnership will include the management fee as part of the full cost pool pursuant to 4-10(c)(2) of Regulation S-X.

 

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In general, during any particular calendar year the total amount of administrative expenses allocated to the Partnership by MOC shall not exceed the greater of (a) 3.5% of the Partnership’s gross revenue from the sale of oil and natural gas production during each year (calculated without any deduction for operating costs or other costs and expenses) or (b) the sum of $50,000 plus .25% of the capital contributions of limited and general partners.

The Partnership participates in oil and gas activities through a Drilling Program Agreement (the “Program”). The Partnership and MD are parties to the Program. The costs and revenues of the Program are allocated to MD and the Partnership as follows:

 

      Partnership             MD        

Revenues:

   

  Proceeds from disposition of depreciable and depletable properties

  70%   30%

  All other revenues

  70%   30%

Costs and expenses:

   

  Organization and offering costs (1)

  0%   100%

  Lease acquisition costs (1)

  0%   100%

  Tangible and intangible drilling costs (1)

  100%   0%

  Operating costs, reporting and legal expenses, general and
administrative expenses and all other costs

  70%   30%

 

(1)

Pursuant to the Program, MD must contribute 100% of organization and offering costs and lease acquisition costs which should approximate 20% of total capital costs. To the extent that organization and offering costs and lease acquisition costs are less than 20% of total capital costs, MD is responsible for tangible drilling costs until its share of the Program’s total capital costs reaches approximately 20%. The Partnership’s financial statements reflect its respective proportionate interest in the Program.

Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources

Mewbourne Energy Partners 07-A, L.P. (“the Partnership”) was formed March 1, 2007. The offering of limited and general partnership interests began May 1, 2007 and concluded August 13, 2007, with total investor contributions of $70,000,000. During the quarter ended June 30, 2009 all general partner equity interests were converted to limited partner equity interests and, accordingly, all partnership interests have been reflected in the accompanying financial statements as limited partner interests for the three month period ended March 31, 2010.

The Registrant owns fractional working interests in developmental oil and gas prospects, which has resulted in participation in the drilling of oil and gas wells. At March 31, 2010, the Registrant owned working interests in one hundred thirteen producing wells.

Future capital requirements and operations will be conducted with available funds generated from oil and gas activities. No bank borrowing is anticipated. The Partnership had net working capital of $1,901,398 at March 31, 2010.

During the three months ended March 31, 2010, the Partnership made cash distributions to the investor partners in the amount of $2,709,999 as compared to $5,025,000 for the three months ended March 31, 2009. The Partnership expects that cash distributions will continue during 2010 as additional oil and gas revenues are sufficient to produce cash flows from operations.

The sale of crude oil and natural gas produced by the Partnership will be affected by a number of factors that are beyond the Partnership’s control. These factors include the price of crude oil and natural gas, the fluctuating supply of and demand for these products, competitive fuels, refining, transportation, extensive federal and state regulations governing the production and sale of crude oil and natural gas, and other competitive conditions. It is impossible to predict with any certainty the future effect of these factors on the Partnership.

 

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Results of Operations

For the three months ended March 31, 2010 as compared to the three months ended March 31, 2009:

 

     Three Months Ended March 31,
             2010                    2009        

Oil sales

   $ 844,870    $ 802,582

Barrels produced

     11,725      21,506

Average price/bbl

   $ 72.06    $ 37.32

Gas sales

   $ 2,559,185    $ 3,563,070

Mcf produced

     410,489      638,563

Average price/mcf

   $ 6.23    $ 5.58

Oil and gas revenues. As shown in the above table, total oil and gas sales decreased by $961,597, a 22.0 % decrease, for the three months ended March 31, 2010 as compared to the three months ended March 31, 2009.

Of this decrease, $704,791 and $1,421,923 were due to decreases in the volumes of oil and gas sold, respectively. The volumes sold decreased by 9,781 bbls and 228,074 mcf for the three months ended March 31, 2010 as compared to the three months ended March 31, 2009. The decreases in volumes of oil and gas sold were primarily due to normal declines in production, which in some wells were substantial.

Those decreases were partially offset by increases in revenue of $747,079 and $418,038 due to increases in the average prices of oil and gas sold, respectively. Average prices rose to $72.06 from $37.32 per bbl and to $6.23 from $5.58 per mcf for the three months ended March 31, 2010 as compared to the three months ended March 31, 2009.

Lease operations. Lease operating expense during the three month period ended March 31, 2010 increased to $414,300 from $363,507 due to more well repairs and workovers in the three month period ended March 31, 2010.

Production taxes. Production taxes during the three month period ended March 31, 2010 decreased to $185,040 from $294,237 for the three month period ended March 31, 2009 due to lower oil and gas revenue.

Administrative and general expense. Administrative and general expense for the three month period ended March 31, 2010 decreased to $124,923 from $259,415 for the three month period ended March 31, 2009 due to decreased administrative expenses allocable to the Partnership and reduced reporting and legal costs for the three months ended March 31, 2010.

Depreciation, depletion and amortization. Depreciation, depletion and amortization for the three month period ended March 31, 2010 decreased to $571,605 from $1,551,752 for the three month period ended March 31, 2009. The decrease was primarily due to the lower amortizable base as a result of the $13,601,516 cost ceiling writedown in 2009.

Cost ceiling write-down. There was no cost ceiling write-down at March 31, 2010. There was a $13,601,516 cost ceiling write-down at March 31, 2009 due to lower oil and gas prices on that date.

 

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Item 3.    Quantitative and Qualitative Disclosures about Market Risk

 

1.

Interest Rate Risk

The Partnership Agreement allows borrowings from banks or other financial sources of up to 20% of the total capital contributions to the Partnership without investor approval. Should the Partnership elect to borrow monies for additional development activity on Partnership properties, it will be subject to the interest rate risk inherent in borrowing activities. Changes in interest rates could significantly affect the Partnership’s results of operations and the amount of net cash flow available for partner distributions. Also, to the extent that changes in interest rates affect general economic conditions, the Partnership will be affected by such changes.

 

2.

Commodity Price Risk

The Partnership does not expect to engage in commodity futures trading or hedging activities or enter into derivative financial instrument transactions for trading or other speculative purposes. The Partnership currently expects to sell a significant amount of its production from successful oil and gas wells on a month-to-month basis at market prices. Accordingly, the Partnership is at risk for the volatility in commodity prices inherent in the oil and gas industry, and the level of commodity prices will have a significant impact on the Partnership’s results of operations. For the three months ended March 31, 2010, a 10% change in the price received for natural gas production would have had an approximate $256,000 impact on revenue.

 

3.

Exchange Rate Risk

The Partnership currently has no income from foreign sources or operations in foreign countries that would subject it to currency exchange rate risk. The Partnership does not currently expect to purchase any prospects located outside of either the United States or United States coastal waters in the Gulf of Mexico.

Item 4.    Disclosure Controls and Procedures

MD maintains a system of controls and procedures designed to provide reasonable assurance as to the reliability of the financial statements and other disclosures included in this report, as well as to safeguard assets from unauthorized use or disposition. MD’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of its disclosure controls and procedures with the assistance and participation of other members of management. Based upon that evaluation, MD’s Chief Executive Officer and Chief Financial Officer concluded that its disclosure controls and procedures are effective for gathering, analyzing and disclosing the information the Partnership is required to disclose in the reports it files under the Securities Exchange Act of 1934 within the time periods specified in the SEC’s rules and forms. Since MD’s December 31, 2009 annual report on internal control over financial reporting, and for the quarter ended March 31, 2010, there have been no changes in MD’s internal controls or in other factors which have materially affected, or are reasonably likely to materially affect, the internal controls over financial reporting.

 

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Part II - Other Information

Item 1.    Legal Proceedings

From time to time, the Registrant may be a party to certain legal actions and claims arising in the ordinary course of business. While the outcome of these events cannot be predicted with certainty, the Partnership does not expect these matters to have a material effect on its financial position or results of operations.

Item 6.    Exhibits and Reports on Form 8-K

 

  (a)

Exhibits filed herewith.

 

31.1    Certification of CEO Pursuant to Section 302 of
Sarbanes-Oxley Act of 2002.
31.2    Certification of CFO Pursuant to Section 302 of
Sarbanes-Oxley Act of 2002.
32.1    Certification of CEO Pursuant to Section 906 of
Sarbanes-Oxley Act of 2002.
32.2    Certification of CFO Pursuant to Section 906 of
Sarbanes-Oxley Act of 2002.

 

  (b)

Reports on Form 8-K

          None.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Partnership has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.

 

    Mewbourne Energy Partners 07-A, L.P.
      By:         Mewbourne Development Corporation
        Managing General Partner
Date:                May 17, 2010      
    By:   /s/ Alan Clark                                             
      Alan Clark, Treasurer and Controller

 

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INDEX TO EXHIBITS

 

EXHIBIT  
NUMBER
               DESCRIPTION
31.1    Certification of CEO Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
31.2    Certification of CFO Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
32.1    Certification of CEO Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
32.2    Certification of CFO Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

 

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