HomeMy WebLinkAbout912036WHEN RECORDED RETURN TO:
VINSON & ELKINS L.L.P.
First City Tower
1001 Fannin St., Suite 2300
Houston, TX 77002-6760
Attn: Linda Daugherty
Lincoln County, Wyoming
RECEIVED 9/20/2005 at 2:13 PM
RECEIVING # 912036
BOOK: 598 PAGE: 400
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
MORTGAGE, LINE OF CREDIT MORTGAGE, DEED OF TRUST,
ASSIGNMENT OF AS-EXTRACTED COLLATERAL, SECURITY AGREEMENT AND
FINANCING STATEMENT
FROM
ROYALTY REPOSITORY H, LLC, AS MORTGAGOR,
A DELAWARE LIMITED LIABILITY COMPANY, WHOSE ADDRESS IS:
500 WEST PUTNAM AVENUE, GREENWICH, CT 06830
(ORGAmZATIONAL I.D. NO. 3984165)
TO
PARIBAS NORTH AMERICA~
AS MORTGAGEE,
WHOSE ADDRESS IS:
1200 SMITH STREET, SUITE 3100, HOUSTON, TEXAS 77002
(TAXPAYER I.D. NO. 13-192-9559)
A CARBON, PHOTOGRAPHIC, OR OTHER REPRODUCTION OF THIS INSTRUMENT IS
SUFFICIENT AS A FINANCING STATEMENT.
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A POWER OF SALE HAS BEEN GRANTED IN THIS INSTRUMENT. IN CERTAIN STATES, A POWER OF SAI.E
MAY ALLOW THE MORTGAGEE TO TAKE THE MORTGAGED PROPERTY AND SELL IT WITHOUT GQING
TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY THE MORTGAGOR UNDER THIS
INSTRUMENT.
THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS.'
THIS INSTRUMENT SECURES PAYMENT OF FUTURE ADVANCES.
THIS INSTRUMENT COVERS PROCEEDS OF MORTGAGED PROPERTY.
THIS INSTRUMENT COVERS AS-EXTRACTED COLLATERAL AND MINERALS AND OTHER
SUBSTANCES OF VALUE WHICH MAY BE EXTRACTED FROM THE EARTH (INCLUDING
WITHOUT LEMITATION OIL AND GAS) AND WHICH WILL BE FINANCED AT THE WELLHEADS
OF THE WELL OR WELLS LOCATED ON THE PROPERTIES DESCRIBED IN THE EXHIBITS
HERETO. THIS FINANCING STATEMENT IS TO BE FILED OR FILED FOR RECORD, AMONG
OTHER PLACES, IN THE REAL ESTATE RECORDS OR SIMILAR RECORDS OF THE COUNTY
RECORDERS OF THE COUNTIES LISTED ON THE EXHIBITS HERETO. THE MORTGAGOR HAS
AN INTEREST OF RECORD IN THE RE/~L ESTATE CONCERNED, WHICH INTEREST IS
DESCRIBED IN THE EXHIBITS ATTACHED HERETO.
PORTIONS OF THE MORTGAGED PROPERTY ARE GOODS WHICH ARE OR ARE TO BECOME
AFFIXED TO OR FIXTURES ON THE LAND DESCRIBED IN OR REFERRED TO IN THE EXHIBITS
HERETO. THIS FINANCING STATEMENT iS TO BE FILED FOR RECORD OR RECORDED,
AMONG OTHER PLACES, IN THE REAL ESTATE RECORDS OR SIMILAR RECORDS OF EACH
COUNTY IN WHICH SAID LAND OR ANY PORTION THEREOF IS LOCATED. THE MORTGAGOR
IS THE OWNER OF RECORD INTERESTS IN THE REAL ESTATE CONCERNED. THIS
INSTRUMENT IS ALSO TO BE INDEXED IN THE INDEX OF FINANCING STATEMENTS.
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Section 1.01
Section 1.02
Section 1.03
Section 1.04
Section 1.05
Section 2.01
Section 2.02
Section 3.01
Section 3.02
Section 3.03
Section 3.04
Section 3.05
Section 3.06
Section 3.07
Section 4.01
Section 4.02
Section 4.03
Section 4.04
Section 4.05
Section 4.06
Section 4.07
Section 4.08
Section 4.09
Section 4.10
Section 4.11
Section 4.12
Section 4.13
Section 4.14
TABLE OF CONTENTS
Page
ARTICLE I
GRANT OF ,LIEN AND INDEBTEDNESS SECURED
Grant of Liens .............................................................................................. 1
Grant of Security Interest ............................................................................ 4
Indebtedness Secured ................................................................................... 5
Pro Rata Benefit .......................................................................................... 6
Defined Terms ............................................................................................. 6
ARTICLE II
ASSIGNMENT OF AS-EXTRACTED COLLATERAL
Assignment .................................................................................................. 6
No Modification of Payment Obligations ................................................... 7
ARTICLE III
REPRESENTATIONS, WARRANTIES AND COVENANTS
Title ............................................................................................................. 8
Defend Title ................................................................................................. 8
Not a Foreign Person ................................................................................... 8
Power to Create Lien and Security .............................................................. 8
Revenue and Cost Bearing Interest ............................................................. '8
Abandon, Sales ...................................................................................... · ...... 9
Failure to Perform ....................................................................................... 9
ARTICLE IV
RIGHTS AND REMEDIES
Event of Default .......................................................................................... 9
Foreclosure and Sale ................................................................................... 9
Judicial Foreclosure; Receivership ............................................................ 10
Foreclosure for Installments ...................................................................... 11
Separate Sales ............................................................................................ 11
Possession of Mortgaged Property_ ............................................................ 11
Occupancy After FOreclosure .................................................................... 12
· Remedies Cumulative, Con,current and Nonexclusive .............................. 12
No Release of Obligations ......................................................................... 12
Release of and Resort to Collateral ........................................................... 13
Waiver of Redemption, Notice and Marshalling of Assets,. Etc ............... 13
Discontinuance of Proceedings ................................................................. 13
Application of Proceed§ ............................................................................ 13
Indemni _ty .................................................................................................. 14
ARTICLE V
MISCELLANEOUS
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. 00403
Section 5.01
Section 5.02
Section 5.03
Section 5.04
Section 5.05
Section 5.06
Section 5.07
Section 5.08
Section 5.09
Section 5.10
Section 5.11
Section 5.12
Instrument Construed ................................................................................ 14
Release of Mortgage .................................................................................. 14
Severability ................................................................................................ 15
Successors and Assigns of Parties ............................................................. 15
Satisfaction of Prior Encumbrance ............................................................ 15
Nature of Covenants .................................................................................. 15
Notices ....................................................................................................... 15
Counterparts .............................................................................................. 15
Governing Law .......................................................................................... 16
Financing Statement; Fixture Filing .......................................................... 16
Exculpation Provisions .............................................................................. 16
References ................................................................................................. 16
Exhibit A - Hydrocarbon Property
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MORTGAGE, LINE OF CREDIT MORTGAGE, DEED OF TRUST,
ASSIGNMENT OF AS-EXTRACTED COLLATERAL, SECURITY AGREEMENT
AND FINANCING STATEMENT
This MORTGAGE, LINE OF CREDIT MORTGAGE, MORTGAGE, ASSIGNMENT OF AS-
EXTRACTED COLLATERAL, SECURITY AGREEMENT AND FINANCING STATEMENT
(this "Mortgage") is entered into as of the effective time and date hereinafter stated (the
"Effective Date") by ROYALTY REPOSITORY II, LLC, a Delaware limited liability company,
whose address is 500 West Putnam Avenue, Greenwich CT 06830 (the "Mortgagor'.'), in favor of
PARIBAS NORTH AMERICA, INC., whose address is 1200 Smith Street, Suite 3100, Houston
TX 77002, as collateral agent (in such capacity, together with its successors and assigns in such
capacity, "Mortgagee"), and the Lenders and the other holders of the Indebtedness as defined
herein.
RECITALS:
A. On even date herewith, Mortgagor, as borrower, the financial institutions from
time to time party thereto (the "Lenders"), BNP Paribas, as administrative agent for the Lenders,
and the other Agents party thereto, are executing a Credit Agreement (such agreement, as may
from time to time be amended or supplemented, the "Credit Agreement") pursuant to which,
upon the terms and conditions stated therein, the Lenders have agreed to make loans and
extensions of credit to Mortgagor.
B. BNP Paribas and the Lenders have conditioned their obligations under the Credit
Agreement upon the execution and delivery by Mortgagor of this Mortgage.
C. Therefore, in order to comply with the terms and conditions of the Credit
Agreement and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Mortgagor hereby agrees as follows:
ARTICLE I
GRANT OF LIEN AND INDEBTEDNESS SECURED
Section 1.01 Grant of Liens. To secure payment of the Indebtedness (as hereinafter
defined) and the performance of the covenants and obligations herein contained, Mortgagor does
hereby MORTGAGE, ASSIGN, WARRANT, HYPOTHECATE and PLEDGE to Mortgagee
with a POWER OF SALE (pursuant to Mortgage and applicable law), and grants a security
interest in, the real and personal property, rights, titles, interests and estates described in the
following Section 1.01 (a) through (g) (collectively called the "Mortgaged Property'_'):
(a) All rights, titles, interests and estates now owned or hereafter acquired by
Mortgagor in and to the oil and gas leases and/or oil, gas and other mineral leases and other
interests and estates and the lands and .premises covered or affected thereby which are described
on Exhibit A hereto (collectively called the "Hydrocarbon Property") or which Hydrocarbon
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Property is otherv~se referred to herein, m~d specifically, but without lhnitation, the undivided
interests of Mortgagor which are more particularly described on attached Exh{bit A.
(b) All rights, titles, interests and estates now owned or hereafter acquired by
Mortgagor in and to (i) the properties now or hereafter pooled or unitized with the Hydrocarbon
Property; (ii) all presently existing or future unitization, communitization, pooling agreements
and declarations of pooled units and the units created thereby (including, without limitation, all
units created under orders, regulations, rules or other official acts of any Federal, State or other
governmental body or agency having jurisdiction and any units created solely among working
interest owners pursuant to operating agreements or otherwise) which may affect all or any
portion of the Hydrocarbon Property including, without limitation, those units which may be
described or referred to on attached Exhibit A; (iii) all agreements described or referred to in this
Mortgage or which relate to any of the Hydrocarbon Property or interests in the Hydrocarbon
Property described or referred to herein or on attached Exhibit A; (iv) all geological,
geophysical, engineering, accounting, title, legal and other technical or business data concerning
the Mortgaged Property, the Hydrocarbons or any other item of Property which are in the
possession of any Mortgagor and in which such Mortgagor can grant a security interest without
violating any restrictions on assignment therein, and all books, files, records, magnetic media,
computer records and other forrns of recording or obtaining access to such data; and (v) the
Hydrocarbon Property described on attached Exhibit A and covered by this Mortgage even
though Mortgagor's interests therein be incorrectly described or a description of a part or all of
such Hydrocarbon Property or Mortgagor's interests therein be omitted; it being intended by
Mortgagor and Mortgagee herein to cover and affect hereby all interests which Mortgagor may
now own or may hereafter acquire in and to the Hydrocarbon Property nOtwithstanding that the
interests as specified on Exhibit A may be limited to particular lands, specified depths or
particular types of property interests.
(c) ~All rights, titles, interests and estates now owned or hereafter acquired by
Mortgagor in and to' all oil,-gas, casinghead gas, condensate, distillate, liquid hydrocarbons,
gaseous hydrocarbons and all products refined therefrom and all other minerals (collectively
called the "Hydrocarbons") which may be produced and saved from or attributable to the
Hydrocarbon Property, the lands pooled or unitized therewith and Mortgagor's interests therein,
including all oil in tanks and all rents, issues, profits, proceeds, products, revenues and other
income from or attributable to the Hydrocarbon Property, the lands pooled Or unitized therewith
and Mortgagor's interests therein which are subjected or required to be subjected to the Liens
and security interests of this Mortgage.
(d) All tenements, hereditaments, appurtenances and properties in anywise
appertaining, belonging, affixed or incidental to the Hydrocarbon Property, rights, titles, interests
and estates described or referred t° in paragraphs (a) and 0o) above, which are now owned or
which may hereafter be acquired by Mortgagor, including, without limitation, any and all
property, real or personal, now owned or hereafter acquired by Mortgagor, held for use, or useful
in connection with the development of any of such Hydrocarbon Property or the lands pooled or
unitized therewith and other surface and subsurface rights together with all' additions,
substitutions, replacements, accessions and attachments to any and all of the'foregoing
properties.
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(e) Any property that may from time to time hereafter, by delivery or by
writing of any kind, be subjected to the Lien and security interest hereof by Mortgagor or by
anyone on Mortgagor's behalf.
(f) All of the rights, titles and interests of every nature whatsoever now
owned or hereafter acquired by Mortgagor in and to the Hydrocarbon Property rights, titles,
interests and estates and every part and parcel thereof, including, without limitation, the
Hydrocarbon Property rights, titles, interests and estates as the same may be enlarged by the
discharge of any payments out of production or by the removal of any charges or Permitted
Encumbrances (as hereinafter defined in Section 3.01) to which any of the Hydrocarbon Property
rights, titles, interests or estates are subject, or otherwise; all rights of Mortgagor to Liens and
security interests securing payment of proceeds from the sale of production from the Mortgaged
Property; together with any and all renewals and extensions of any of the Hydrocarbon Property
rights, titles, interests or estates; all contracts and agreements supplemental to or amendatory of
or in substitution for the contracts and agreements described or mentioned above; and any and all
additional interests of any kind hereafter acquired by Mortgagor in and to the Hydrocarbon
Property rights, titles, interests or estates.
(g) All property of every kind and character which the Mortgagor has or at
any time hereafter acquires, whether real or personal property, tangible or intangible, or mixed,
all other interests of every kind and character which Mortgagor has or at any time hereafter
acquires in and to the types and items of property and interests described in Section 1.01(a)
through (f) preceding, all property which is used or useful in connection with the Mortgaged
Property or otherwise, and the proceeds and products of all of the foregoing, whether now owned
or hereafter acquired, including, without limitation:
(i) All present and future personal property;
(ii) All present and future increases, profits, combinations,
reclassifications, improvements and products of, accessions, attachments and other additions to,
tools, parts and equipment used in connection with, and substitutes and replacements for, all or
any part of the Mortgaged Property described in this or any other clause of this SectiOn 1.01(g);
(iii) 'All present and future As-extracted collateral, Accounts,
Equipment, Inventory, contract rights, General Intangibles, Chattel Paper, Documents,
Instruments, Fixtures, cash and noncash Proce~eds and other rights arising from or by virtue of, or
from the voluntary or involuntary sale or other disposition of, or collections with respect to, or
insurance proceeds or unearned insurance premiums payable with respect to, or proceeds payable
by virtue of warranty or other claims against manufacturers of, or claims against any other
person or entity with respect to, all or any part of the Hydrocarbons or the Mortgaged Property;
and
'(iv) All present and future security for the payment to the Mortgagor of
any of the Mortgaged Property and goods which gave or will give rise to any of such Mortgaged
Property or are evidenced, identified, or represented therein or thereby.
Any fractions or percentages specified on attached Exhibit A in referring to Mortgagor's
interests are solely for purposes of the warranties made by Mortgagor pursuant to Sections 3.01
and 3.05 hereof and shall in no manner limit the quantum of interest affected by this Section 1.01
with respect to any Hydrocarbon Property or with respect to any unit or well identified on said
Exhibit A.
TO HAVE AND TO HOLD the Mortgaged Property unto Mortgagee and to Mortgagee's
successors and assigns forever, upon the terms, provisions and conditions herein set forth.
Section 1.02 Grant of Security Interest. The Mortgagor hereby grants to the
Mortgagee, for its benefit and the benefit of the Lenders, a security interest in and to all of the
Mortgagor's right, title and interest in and to the following Mortgaged Property now owned or at
any time hereafter acquired by the Mortgagor or in which the Mortgagor now has or at any time
in the future may acquire any right, title or interest and whether now existing or hereafter coming
into existence (collectively, the "Collateral") as collateral security for the prompt and complete
payment and performance when due (whether at the stated maturity, by acceleration or
otherwise) of the Indebtedness (as defined herein):
(1) all Accounts;
(2)
Pape0;
all Chattel Paper (whether Tangible Chattel Paper or Electronic Chattel
(3) all Deposit Accounts other than payroll, withholding tax and other
fiduciary Deposit Accounts;
(4) all Documents;
(5) all General Intangibles (including, without limitation, rights in and under
any Swap Agreement) and all fights under insurance contracts and rights to insurance
proceeds;
(6) all Instruments;
(7) all Goods (including, without limitation, all Inventory, all Equipment and
all Fixtures relating to the Mortgaged Properties);
(8) all Letter-of-Credit Rights (whether or not the letter of credit is evidenced
by a writing);
(9) all As-extracted collateral;
(10) all books and records pertaining to the Collateral;
(11)
to the extent not otherwise included in the Collateral, the Mortgaged
Property insofar as the Mortgaged Property consists of personal property
of any kind or character; and
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(12) to the extent not otherwise included, all Proceeds and products of any and
all of the foregoing and all collateral security, guarantees and other Supporting
Obligations given with respect to any of the foregoing.
Section 1.03 Indebtedness Secured. This Mortgage is executed and delivered by
Mortgagor to secure and enforce the following (collectively, the "Indebtedness"):
(a) Payment of and performance of any and all indebtedness, obligations and
liabilities, including interest whether accruing pre-petition or post-petition, of the Mortgagor
pursuant to the Credit Agreement or any other Loan Document, whether now existing or
hereafter arising and being in the original principal amount of Forty Million and 00/100 United
States Dollars (US $40,000,000.00) with final maturity on or before September 1, 2008.
(b) Any sums which may be advanced or paid by Mortgagee, BNP Paribas or
the Lenders under the terms hereof or of the Credit Agreement or any Loan Document on
account of the failure of the Mortgagor, or any of Mortgagor's Subsidiaries to comply with the
covenants of Mortgagor contained herein or in the Credit Agreement or any other Loan
Document; and all other indebtedness of the Mortgagor arising pursuant to the provisions of this
Mortgage. -
(c) Any additional loans or advances made by any Lender to or for the benefit
of the Mortgagor or any other Subsidiary of the Mortgagor pursuant to the Credit Agreement or
any other Loan Document (it being contemplated that the Lenders may lend additional sums to
the Mortgagor pursuant to the Credit Agreement from time to time, but shall not be obligated to
do so, and the Mortgagor agrees that the payment of any such additional loans shall be secured
by this Mortgage).
(d) Payment of and performance of any and all present or future obligations of
Mortgagor (or any Subsidiary of the Mortgagor with respect to Swap Agre .ements) under any
Loan Document or Swap Agreement between the Mortgagor or any Subsidiary and any Lender
or any Affiliate of any Lender while such Person (or, in the case of an Affiliate of a Lender, the
Person affiliated therewith) is a Lender, to the Mortgagor, the Mortgagee, the Issuing Banks, the
Lenders and each Affiliate of a Lender party to a Swap Agreement between such Affiliate and
Mortgagor (or any Subsidiary of Mortgagor), including any Swap Agreement between such
Persons in existence prior to the date hereof ("Secured Swap Agreements"). For the avoidance
of doubt, a Swap Agreement ceases to be a Secured Swap Agreement under this Mortgage if the
Person that is the counterparty to the Mortgagor or a Subsidiary under such Swap Agreement
ceases to be a Lender under the Credit Agreement (or, in the case of an Affiliate of a Lender, the
Person affiliated therewith ceases to be a Lender under the Credit Agreement).
(e) Performance of all Letter of Credit Agreements executed from time to
time by Mortgagor or any Subsidiary of Mortgagor under or pursuant to the Credit Agreement
and all reimbursement obligations for drawn or undrawn portions under any Letter of Credit now
outstanding or hereafter issued under or pursuant to the Credit Agreement.
(f) All renewals, extensions, amendments and changes of, or substitutions or
replacements for, all or any part of the Obligations described under Section 1.03 (a) through (f).
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Section 1.04 ?to Rata Benefit. This Mortgage is executed and granted for the pro rata
benefit and security of the Lenders, any ?erson secured hereby and any and all future holders of
an interest in the Indebtedness and the interest thereon for so long as same remains unpaid and
thereafter £or so long as any Lender or any Person secured hereby (or any Lender Affiliate) has
any obligations under the Credit Agreement or any Secured Swap Agreement to lend money or
issue Letters of Credit in favor of Mortgagor or has any obligations under arty Secured Swap
Agreements or until the Liens hereby created are released by the Mortgagee or such Person; it
being understood and agreed that possession of any Note (or any replacements of any said Note)
at any time by Mortgagor shall not in any manner extinguish the Indebtedness, such Notes or this
Mortgage securing payment thereof, and the Mortgagor shall have the right to issue and reissue
any of the Notes fi.om time to time as its interest or as convenience may require, without in any
manner extinguishing or affecting the ~ndebtedness, the obligations under any of the Notes, or
the security of this Mortgage.
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Section 1.05 Defined Terms. Any capitalized term used in this Mortgage and not
defined in this Mortgage shall have the meaning assigned to such term in the Credit Agreement,
and any capitalized or uncapitalized terms which are defined in the Uniform Commercial Code
on the date hereof shall have the meaning assigned thereto. As used herein, "Uniform
Commercial Code" means the Uniform commercial Code presently in effect in the State of
Wyoming, as the same may be amended from time to time, and any successor statute thereto,
except to the extent that the Uniform Commercial Code of some other jurisdiction applies
mandatorily. ;
ARTICLE II
A~SSIGNMENT OF AS-EXTRACTED COLLATERAL
Section 2.01 Assignment..(a) The Mortgagor has absolutely and unconditionally
assigned, transferred, conveyed and granted a security interest, and does hereby absolutely and
unconditionally assign, transfer, convey and grant a security interest Unto the Mortgagee, its
successors and assigns, in and to:
(i) its As-extracted collateral located in or relating ~to Oil and Gas Properties
located in the county where this Mortgage is filed, including withOut limitation, all As-
extracted collateral relating to the Hydrocarbon Properties, the Hydrocarbons and all
products obtained or processed therefi.om;
(ii) the revenues and proceeds now and hereafter attributable to such Oil and
Gas Properties, Hydrocarbon Properties, including the Hydrocarbons, and said products
and all payments in lieu, such as "take or pay" payments or settlements; and
(iii) all amoUnts and' proceeds hereafter payable to or to become payable to
Mortgagor or now or hereafter relating to any part of the subject interests or the surface
rights and all amounts, sums, monies, revenues and income which become payable to the
Mortgagor from, or with respect to, any of the Mortgaged Property, present or future,
now or hereafter constituting a part of the Mortgaged Property.
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(b) The Hydrocarbons and products are to be delivered into pipe lines connected with
the Mortgaged Property, or to the purchaser thereof, to the credit of the Mortgagee, free and clear
of all taxes, charges, costs, and expenses; and all such revenues and proceeds shall be paid
directly to the Mortgagee, at its banking offices in Houston, Harris County, Texas with no duty
or obligation of any party paying the same to inquire into the rights of the Mortgagee to receive
the same, what application is made thereof, or as to any other matter. The Mortgagor agrees to
perform all such acts, and to execute all such further assignments, transfers and division orders,
and other instruments as may be required or desired by the Mortgagee or any party in order to
have said proceeds and revenues so paid to the Mortgagee. In addition to any and all rights of a
secured party under Sections 9-607 and 9-609 of the Uniform Commercial Code, the Mortgagee
is fully authorized to receive and receipt for said revenues and proceeds; to endorse and cash any
and all checks and drafts payable to the order of the Mortgagor or the Mortgagee for the account
of the Mortgagor received from or in connection with said revenues or proceeds and to hold the
proceeds thereof in a bank account as additional collateral securing the Indebtedness; and to
execute transfer and division orders in the name of the Mortgagor, or otherwise, with warranties
binding the Mortgagor. During the continuation of an Event of Default, all proceeds received by
the Mortgagee pursuant to this grant and assignment shall be at the Mortgagee's sole discretion
either remitted to the Mortgagor or applied as provided in Section 4.13. The Mortgagee shall not
be liable for any delay, neglect, or failure to effect collection of any proceeds or to take any other
action in connection therewith or hereunder; but the Mortgagee shall have the right, at its
election, in the name of the Mortgagor or otherwise, to prosecute and defend any and all. actions
or legal proceedings deemed advisable by the Mortgagee in order to collect such funds and to
protect the interests of the Mortgagee, and/or the Mortgagor, with all costs, expenses and
attorneys' fees incurred in connection therewith being paid by the Mortgagor. The Mortgagor
hereby appoints the Mortgagee as its attorney-in-fact to pursue any and all rights of the
Mortgagor to Liens on and security interests in the Hydrocarbons securing payment of proceeds
of runs attributable to the Hydrocarbons. In addition to the rights granted to the Mortgagee in
Section 1.01 of this Mortgage, the Mortgagor hereby further transfers and assigns to the
Mortgagee any and all such Liens, security interests, financing statements or similar interests of
the Mortgagor attributable to its interest in the Hydrocarbons and proceeds of ms therefrom
arising under or created by any statutory provision, judicial decision or otherwise. The power of
attorney granted to the Mortgagee in this Section 2.01, being coupled with an interest, shall be
irrevocable so long as the Indebtedness or any part thereof remains unpaid. Until such time as an
Event of Default has occurred and is continuing, the Mortgagee hereby grants to the Mortgagor a
license to sell and receive proceeds from ,the s, ale of Hydrocarbons, which license shall
automatically terminate upon such Event of Default and for so long as the same continues.
Section 2.02 No Modification of Payment Obligation.q. Nothing herein contained shall
modify or otherwise alter the obligation of Mortgagor to make prompt payment of all principal
and interest owing on the Indebtedness when and as the same become due regardless of whether
the proceeds of the Hydrocarbons are sufficient to pay the same and the rights provided in
accordance with the foregoing assignment provision shall be cumulative of all other security of
any and every character now or hereafter existing to secure payment of the Indebtedness.
Nothing in this Article II is intended to be an acceptance of collateral in satisfaction of the
Indebtedness.
ARTICLE III
REPRESENTATIONS, WARRANTIES AND COVENANTS
Mortgagor hereby represents, warrants and covenants as follows:
Section 3.01 Title. To the extent of the undivided interests specified on attached
Exhibit A, Mortgagor has good and defensible title to and is possessed of the Mortgaged
Property. The Mortgaged Property is free of any and all Liens except Liens permitted to be
placed on the Mortgaged Properties under Section 9.03 of the Credit Agreement (collectively,
the "Permitted Encumbrances").
Section 3.02 Defend Title. This Mortgage is, and always will be kept, a direct first
priority Lien and security interest upon the Mortgaged Property subject only to Permitted
Encumbrances (and no intent to subordinate the first priority of the Liens created hereby is
intended or inferred), and Mortgagor will not create or suffer to be created or permit to exist any
Lien, security interest or charge prior to or on a parity with the Lien and security interest of this
Mortgage upon the Mortgaged Property or any part thereof or upon the rents, issues, revenues,
profits and other income therefrom. Mortgagor will warrant and defend the title to the
Mortgaged Property against the claims and demands of all other persons whomsoever and will
maintain and preserve the Lien created hereby so long as any of the Indebtedness secured hereby
remains unpaid. Should an adverse claim be made against or a cloud develop upon the title to
any part of the Mortgaged Property other than Permitted Encumbrances, Mortgagor agrees it will
immediately defend against such adverse claim or take appropriate action to remove such cloud
at Mortgagor's cost and expense, and Mortgagor further agrees that Mortgagee may take such
other action as they deem advisable to protect and preserve their interests in the Mortgaged
Property, and in such event Mortgagor will indemnify Mortgagee against any and ali cost,
attorney's fees and other expenses which they may incur in defending against any such adverse
claim or taking aCtion to remove any such cloud.
Section 3.03 Not a Foreign Person. Mortgagor is not a "foreign person" within the
meaning of the Code, Sections 1445 and 7701 (i.e. Mortgagor is not a non-resident alien, foreign
corporation, foreign partnership, foreign trust or foreign estate as those terms are defined in the
Code and any regulations promulgated thereunder).
Section 3.04 Power to Create Lien and Security. The Mortgagor has full power and
lawful authority to grant, bargain, sell, assign, transfer and convey a security interest in all of the
Mortgaged Property and the Collateral in the manner and form herein provided. No
authorization, approval, consent or waiver of any lessor, sublessor, Governmental Authority or
other party or parties whomsoever is required in connection with the execution and delivery by
Mortgagor of this Mortgage except to the extent the approval or consent of the Department of the
Interior, United States of America or similar Governmental Authority, as the .case may be, is
required by applicable law or regulation to the transfer or assignment of an interest in any of the
Mortgaged Property.
Section 3.05 Revenue and Cost Bearing Interest. Mortgagor's ownership of the
Hydrocarbon Property and the undivided interests therein as specified on attached Exhibit A will,
after giving full effect to all Permitted Encumbrances, afford Mortgagor not less than those net
8
interests (expressed as a fraction, percentage or decimal) in the production from or which is
allocated to such Hydrocarbon Property.
Section3.06 Abandon, Sales. Mortgagor will not sell, lease, assign, transfer or
otherwise dispose or abandon any of the Mortgaged Property except as permitted by the Credit
Agreement.
Section 3.07 Failure to Perform. Mortgagor agrees that if Mortgagor fails to perform
any act or to take any action which Mortgagor is required to perform or take hereunder or pay
any money which Mortgagor is required to pay hereunder, Mortgagee, in Mortgagor's name or
its or their own name, may, but shall not be obligated to, perform or cause to perform such act or
take such action or pay such money, and any expenses so incurred by either of them and any
money so paid by either of them shall be a demand obligation owing by Mortgagor to
Mortgagee, and Mortgagee, upon making such payment, shall be subrogated to all of the rights
of the Person receiving such payment. Each amount due and owing by Mortgagor to Mortgagee
pursuant to this Mortgage shall bear interest from the date of such expenditure or payment to
such Person until paid at the Post-Default Rate, and all such amounts together with such interest
thereon shall be a part of the h~debtedness described in Section 1.03 hereof.
ARTICLE IV
RIGHTS AND REMEDIES
Section 4.01 Event of Default. An "Event of Default" under the Credit Agreement
shall be an Event of Default under this Mortgage.
Section 4.02 Foreclosure and Sale. (a) If an Event of Default shall occur and be
continuing, Mortgagee shall have the right and option to proceed with foreclosure and to sell, to
the extent permitted by law, all or any portion of the Mortgaged Property at one or more sales, as
an entirety or in parcels, at such place or places in otherwise such manner and upon such notice
as may be required by law, or, in the absence of any such requirement, as Mortgagee may deem
appropriate, and to make COnveyance to the purchaser or purchasers. Where the Mortgaged
Property is situated in more than one jurisdiction, notice as above provided shall be posted and
filed in all such jurisdictions (if such notices are required by law), and all such Mortgaged
Property may be sold in any such jurisdiction and any such notice shall designate the jurisdiction
where such Mortgaged Property is to be sold.. Nothing contained in this Section 4.02 shall be
construed so as to limit in any way Mortgagee's rights to sell the Mortgaged Property, or any
portion thereof, by private sale if, and to the extent that, such private sale is permitted under the
laws of the applicable jurisdiction or by public or private sale after entry of a judgment by any
court of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee
.to be the attorney of Mortgagor and in the name and on behalf of Mortgagor to execute and
deliver any deeds, transfers, conveyances, assignments, assurances and :notices which Mortgagor
ought to execute and'deliver and do and perform any and all such acts and things which
Mortgagor ought to do and perform under the covenants herein contained and generally, to use
the name of Mortgagor in the exercise of all or any of the powers hereby conferred on
Mortgagee. At any such sale: (i) whether made under the power herein contained or any other
legal enactment, or by virtue of any judicial proceedings or any other legal right, remedy or
recourse, it shall not be necessary for Mortgagee to have physically present, or to have
00413
constructive possession of, the Mortgaged Property (Mortgagor hereby covenanting and agreeing
to deliver to Mortgagee any portion of the Mortgaged Property not actually or constructively
possessed by Mortgagee immediately upon demand by Mortgagee)' and the title to and right of
possession of any such property shall pass to the purchaser thereof as completely as if the same
had been actually present and delivered to purchaser at such sale, (ii) each instrument of
conveyance executed by Mortgagee shall contain a general warranty of title, binding upon
Mortgagor and their successors and assigns, (iii) each and every recital contained in any
instrument of conveyance made by Mortgagee shall conclusively establish the truth and accuracy
of the matters recited therein, including, without limitation, nonpayment of the Indebtedness,
advertisement and conduct of such sale in the manner provided herein and otherwise by law, (iv)
any and all prerequisites to the validity thereof shall be conclusively presumed to have been
performed, (v) the receipt of Mortgagee or of such other party or officer making the sale shall be
a sufficient discharge to the purchaser or purchasers for its purchase money and no such
purchaser or purchasers, or its assigns or personal representatives, shall thereafter be obligated to
see to the application of such purchase money, or be in any way answerable for any loss,
misapplication or nonapplication thereof, (vi) to the fullest extent permitted by law, Mortgagor
shall be completely and irrevocably divested of all of its right, title, interest, claim and demand
whatsoever, either at law or in equity, in and to the property sold and such sale shall be a
perpetual bar both at law and in equity against Mortgagor, and against any and all other persons
claiming or to claim the property sold or any part thereof, by, through or under Mortgagor, and
(vii) to the extent and under such circumstances as are permitted by law, Mortgagee may be a
purchaser at any such sale, and shall have the right, after paying or accounting for all costs of
said sale or sales, to credit the amount of the bid upon the amount of the Indebtedness (in the
order of priority set forth in Section 4.13 hereof) in lieu of cash payment.
A POWER OF SALE HAS BEEN GRANTED IN THIS MORTGAGE. A POWER
OF SALE MAY ALLOW MORTGAGEE TO TAKE THE MORTGAGED PROPERTIES
AND SELL THEM WITHOUT GOING TO COURT IN A FORECLOSURE ACTION
UPON DEFAULT BY MORTGAGOR UNDER THIS MORTGAGE.
WARNING: THIS MORTGAGE CONTAINS A POWER OF SALE AND UPON
DEFAULT MAY BE FORECLOSED BY ADVERTISEMENT. IN FORECLOSURE BY
ADVERTISEMENT AND THE SALE OF THE MORTGAGED PROPERTY IN
CONNECTION THEREWITH~ NO HEARING IS REQUIRED.
(b) If an Event of Default shall occur and be co.ntinuing, this Mortgage may
be foreclosed as to the Mortgaged Properties, or any part thereof, in any manner permitted by
applicable law. Cumulative of the foregoing and the other provisions of this Section 4.02, as to
any portion of the Mortgaged Properties located within the offshore area over which the United
States of America asserts jurisdiction and to which the laws of such state are applicable with
respect to this Mortgage and/or the Liens or security interests created hereby, the Mortgagee may
foreclose this Mortgage by executory process subject to, and on the terms and conditions
required or permitted by, applicable law, and shall have the right to appoint a keeper of such
Mortgaged Properties.
Section 4.03 Judicial Foreclosure; Receivership. If any of the Indebtedness shall
become due and payable and shall not be promptly paid, Mortgagee shall have the right and
10
4'004!4
power to proceed by a suit or suits in equity or at law, whether for the specific performance of
any covenant or agreement herein contained or in aid of the execution of any power herein
granted, or for any foreclosure hereunder or for the sale of the Mortgaged Property under the
judgment or decree of any court or courts of competent jurisdiction, or for the appointment of a
receiver pending ariy foreclosure hereunder or the sale of the Mortgaged Property under the order
of a court or courts of competent jurisdiction or under executory or other legal process, or for the
enforcement of any', other appropriate legal or equitable remedy. Any money advanced by
Mortgagee in connection with any such receivership shall be a demand obligation (which
obligation Mortgagor hereby expressly promises to pay) owing by Mortgagor to the Mortgagee
and shall bear interest from the date of making such advance by Mortgagee until paid at the at
the rate per annum charged on amounts not paid when due under Section 3.02(c) of the Credit
Agreement.
Section 4.04 Foreclosure for Installments. Mortgagee shall also have the option to
proceed with foreclosure in satisfaction of any installments of the Indebtedness which have not
been paid when due either through the courts or by proceeding with foreclosure in satisfaction of
the matured but unpaid portion of the Indebtedness as if under a full foreclosure, conducting the
sale as herein provided and without declaring the entire principal balance and accrued interest
due; such sale may be made subject to the unmatured portion of the Indebtedness, and any such
sale shall not in any manner affect the unmatured portion of the Indebtedness, but as to such
unmatured portion of the Indebtedness this Mortgage shall remain in full force and effect just as
though no sale had been made hereunder. It is further agreed that several sales may be made
hereunder without exhausting the right of sale for any unmatured part of the Indebtedness, it
being the purpose hereof to provide for a foreclosure and sale of the security for any matured
portion of the Indebtedness without exhausting the power to foreclose and sell the Mortgaged
Property for any subsequently maturing portion of the Indebtedness.
Section 4.05 Separate Sales. The Mortgaged Property may be sold in one or more
parcels and in such manner and order as Mortgagee, in its sole discretion, may elect, it being
expressly understood and agreed that the right of sale arising out of any Event of Default shall
not be exhausted by any one or more sales.
Section 4.06 Possession of Mortgaged Prope~_. Mortgagor agrees to the full extent
that they lawfully may, that, in case one or more of the Events of Default shall have occurred and
shall not have been remedied, then, and in every such case, Mortgagee shall have the right and
power to enter into and upon and take possession of all or any part of the Mortgaged Property in
the possession of Mortgagor, its successors or assigns, or its or their agents or servants, and may
exclude Mortgagor~ its successors or assigns, and all persons claiming under Mortgagor, and its
or their agents or servants wholly or partly therefrom; and, holding the same, Mortgagee may
use, administer, manage, operate and control the Mortgaged Property and conduct the business
thereof to the same extent as Mortgagor, its successors or assigns, might at the time do and may
exercise all rights and powers of Mortgagor, in the name, place and stead of Mortgagor, or
otherwise as Mortgagee shall deem best. All costs, expenses and liabilities of every character
incurred by Mortgagee in administering, managing, operating, and controlling the Mortgaged
Property shall constitute a demand obligation (which obligation Mortgagor hereby expressly
promises to pay) owing by Mortgagor to Mortgagee and shall bear interest from date of
11
,300415
expenditure Until paid at the Post Default Rate, all of which shall constitute a portion of the
IndebtednesS and shall be secured by this Mortgage and all other Security Instruments.
Section 4.07 Occupancy After Foreclosure. In the event there is a fOreclosure sale
hereunder and at the time of such sale any Mortgagor or Mortgagor's heirs, devisees,
representatives, successors or assigns or any other person claiming any interest in the Mortgaged
Property. by, through or under any Mortgagor, are occupying or using the Mortgaged Property or
any part thereof, each and all shall immediately become the tenant of the purchaser at such sale,
which tenancy shall be a tenancy from day to day, terminable at the will of either the landlord or
tenant, or at a reasonable rental per day based upon the value of the property occupied, such
rental to be due daily to the purchaser; to the extent permitted by applicable law, the purchaser at
such sale shall, notwithstanding any language herein apparently to the contrary, have the sole
option to demand immediate possession following the sale or to permit the occupants to remain
as tenants at will. In the event the tenant fails to surrender possession of said property upon
demand, the purchaser shall be entitled to institute and maintain a summary action for possession
of the Mortgaged Property (such as an action for forcible entry and detainer) in any court having
jurisdiction.
Section 4.08 Remedies Cumulative, Concurrent and Nonexclusive. Every right, power
and remedy herein given to Mortgagee shall be cumulative and in addition to every other right,
power and remedy herein specifically given or now or hereafter existing in equity, at law or by
statute (including specifically those granted by the Uniform Commercial Code in effect and
applicable to the Mortgaged Property or any portion thereof) each and every right, power and
remedy whether specifically herein given or otherwise existing may be exercised from time to
time and so often and in such order as may be deemed expedient by the Mortgagee, and the
exercise, or the beginning of the exercise, of any such right, power or remedy shall not be
deemed a waiver of the right to exercise, at the same time or thereafter any other right, power or
remedy. No delay or omission by Mortgagee in the exercise of any right, power or remedy shall
impair any such right, power or remedy or operate as a waiver thereof or of any other right,
power or remedy then or thereafter existing.
Section 4.09 No Release of Obligations. Neither Mortgagor, any GuarantOr nor any
other Person hereafter obligated for payment of all or any part of the Indebtedness shall be
relieved of such obligation by reason of (a) the failure of Mortgagee to comply with any request
of Mortgagor, or any Guarantor or any other Person so obligated to foreclose the Lien of this
Mortgage or to enforce any provision hereunder or under the Credit Agreement; (b) the release,
regardless of consideration, of the Mortgaged Property or any portion thereof or interest therein
or the addition of any other property to the Mortgaged Property; (c) any agreement or stipulation
between any subsequent owner of the Mortgaged Property and Mortgagee extending, renewing,
rearranging or in any other way modifying the terms of this Mortgage without first having
obtained the consent of, given notice to or paid any COnsideration to Mortgagor, any Guarantor
or such other Person, and in such event Mortgagor, Guarantor and all 'such other Persons shall
continue to be liable to make payment according to the terms of!any such extension or
modification agreement unless expressly released and discharged in writing by Mortgagee; or (d)
by any other act or occun'ence save and except the complete payment of the Indebtedness and the
complete fulfillment of all obligations hereunder or under the Credit Agreement.
12
Section 4.10 Release of and Resort to Collateral. Mortgagee may release, regardless of
consideration, any part of the Mortgaged Property without, as to the remainder, in any way
impairing, affecting, subordinating or releasing the Lien or security 'interest created in or
evidenced by this Mortgage Or its stature as a first and prior Lien and security interest in and to
the Mortgaged Property, and without in any way releasing or diminishing the liability of any
person or entity liable for the repayment of the Indebtedness. For payment of the Indebtedness,
Mortgagee may resort to any other security therefor held by Mortgagee in such order and manner
as Mortgagee may elect.
Section 4.11 Waiver of Redemption, Notice and Marshalling of Assets, Etc. To the
fullest extent permitted by law, Mortgagor herebykrevocably and unconditionally waives and
releases (a) all benefits that might accrue to Mortgagor by virtue of any present or future
moratorium law or other law exempting the Mortgaged Property from attachment, levy or sale on
execution or providing for any appraisement, valuation, stay of execution, exemption from civil
process, redemption or extension of time for payment; (b) all notices of.any Event of Default or
of Mortgagee's intention to accelerate maturity of the Indebtedness or of Mortgagee's election to
exercise or his actual exercise of any right, remedy or recourse provided for hereunder or under
the Credit Agreement; and (c) any right to a marshalling of assets or a sale in inverse order of
alienation. If any law referred to in this Mortgage and now in force, of which Mortgagor or its
successor or successors might take advantage despite the provisions hereof, shall hereafter be
repealed or cease to be in force, such law shall thereafter be deemed not to constitute any part of
the contract herein contained or to preclude the operation or application of the provisions hereof;
pro-bided, however, that if the laws of any state do not permit the redemption period to be
waived, the redemption period is specifically reduced to the minimum amount of time allowable
by statute.
Section 4.12 Discontinuance of Proceedings. In case Mortgagee shall have proceeded
to invoke any right, remedy or recourse permitted hereunder or under the Credit Agreement and
shall thereafter elect to discontinue or abandon same for any reason, Mortgagee shall have the
unqualified right so to do and, in such an event, 'Mortgagor and Mortgagee shall be restored to
their former positions with respect to the Indebtedness, this Mortgage, the Credit Agreement, the
Mortgaged Property and otherwise, and the rights, remedies, recourses and powers of Mortgagee
shall continue as if same had never been invoked.
Section 4.13 Application of Proceeds. The proceeds of any sale of the Mortgaged
Property or any part thereof and all other monies received by Mortgagee in any proceedings for
the enforcement hereof or otherwise, whose application has not elsewhere herein been
specifically provided for, shall be applied:
(a) First, to the extent permitted by applicable law, to' the payment of all
reasonable expenses incurred by Mortgagee incident to the enforcement of this Mortgage, the
Credit Agreement or any of the Indebtednesg (including, without limiting the generality of the
foregoing, expenses of any entry or taking of possession, of any sale, of advertisement thereof,
and of conveyances, and court costs, compensation of agents and employees and legal fees), and
to the payment of all other reasonable charges, expenses, liabilities and advances incurred or
made by Mortgagee under this Mortgage or in. executing any trust 'or power hereunder;
13
Co)
.','; 0 0 41. 7
Second, as set forth in Section 10.02(c) of the Credit Agreement.
Section 4.14 Indemni _ty. IN CONNECTION WITH ANY ACTION TAKEN BY MORTGAGEE,
ANY PERSON SECURED HEREBY AND/OR ANY LENDER PURSUANT TO THIS MORTGAGE,
MORTGAGEE AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS,
ATTORNEYS, ACCOUNTANTS AND EXPERTS ("INDEMNIFIED PARTIES") SHALL NOT BE LIABLE
FOR ANY LOSS SUSTAINED BY MORTGAGOR RESULTING FROM AN ASSERTION THAT
MORTGAGEE HAS RECEIVED FUNDS FROM THE PRODUCTION OF HYDROCARBONS CLAIMED BY
THIRD PERSONS OR ANY ACT OR OMISSION OF ANY INDEMNIFIED PARTY IN ADMINISTERING,
MANAGING, OPERATING OR CONTROLLING THE MORTGAGED PROPERTY INCLUDING SUCH
LOSS WHICH MAY RESULT FROM THE ORDINARY NEGLIGENCE OF AN INDEMNIFIED PARTY
UNLESS SUCH LOSS IS CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF AN
INDEMNIFIED PARTY, NOR SHALL MORTGAGEE, ANY PERSON SECURED HEREBY AND/OR ANY
LENDER BE OBLIGATED TO PERFORM OR DISCHARGE ANY OBLIGATION, DUTY OR LIABILITY OF
MORTGAGOR. MORTGAGOR SHALL AND DOES HEREBY AGREE TO INDEMNIFY EACH
INDEMNIFIED PARTY FOR, AND TO HOLD EACH INDEMNIFIED PARTY ItARMLESS FROM, ANY
AND ALL LIABILITY, LOSS OR DAMAGE ~VHICH MAY OR MIGHT BE INCURRED BY ANY
INDEMNIFIED PARTY BY REASON OF THIS MORTGAGE OR THE EXERCISE OF RIGHTS OR
REMEDIES HEREUNDER; SHOULD MORTGAGEE, ANY PERSON SECURED HEREBY AND/OR ANY
LENDER MAKE ANY EXPENDITURE ON ACCOUNT OF ANY SUCH LIABILITY, LOSS OR DAMAGE,
THE AMOUNT THEREOF, INCLUDING COSTS, EXPENSES AND REASONABLE ATTORNEYS' FEES,
SHALL BE A DEMAND OBLIGATION (WHICH OBLIGATION MORTGAGOR HEREBY EXPRESSLY
PROMISES TO PAY) OWING BY MORTGAGOR TO MORTGAGEE, ANY PERSON SECURED HEREBY
AND/OR ANY LENDER AND SHALL BEAR INTEREST FROM THE DATE EXPENDED UNTIL PAID AT
THE POST-DEFAULT RATE, SHALL BE A PART OF THE INDEBTEDNESS AND SHALL BE SECURED
BY THIS MORTGAGE AND ANY OTHER SECURITY INSTRUMENT. MORTGAGOR HEREBY ASSENTS
TO, RATIFIES AND CONFIRMS ANY AND ALL ACTIONS OF MORTGAGEE, ANY PERSON SECURED
HEREBY AND/OR ANY LENDERS WITH RESPECT TO THE MORTGAGED PROPERTY TAKEN UNDER
AND IN COMPLIANCE WITH THE TERMS OF THIS MORTGAGE. THE LIABILITIES OF THE
MORTGAGOR AS SET FORTH IN THIS SECTION 4.16 S~tnLL SURVWE THE TERMINATION OF THIS
MORTGAGE.
ARTICLE V
MISCELLANEOUS
Section 5.01 Instrument Construed. This Mortgage may be construed as a mortgage,
deed of trust, chattel mortgage, conveyance, assignment, security agreement, pledge, financing
statement, hypothecation or contract, or any one or-more of them, in order fully to effectuate the
Lien hereof and the purposes and agreements herein set forth.
Section 5.02 Release of Mortgage. If all Indebtedness secured hereby shall be paid and
the Credit Agreement and all of the Commitments thereunder terminated, Mortgagee shall
forthwith cause satisfaction and discharge of this Mortgage to be entered upon the record at the
expense of Mortgagor and shall execute and deliver or cause to be executed and delivered such
instruments of satisfaction and reassignment as may be appropriate. Otherwise, this Mortgage
shall remain and continue in full force and effect.
14
"00418
Section 5.03 Severabili[y. If any l:rovision hereof is invalid or unenforceable in any
jurisdiction, the other provisions hereof shall remain in full force and effect in such jurisdiction
and the remaining provisions hereof shall be liberally construed in favor of Mortgagee in order to
effectuate the provisions hereof, and the invalidity or unenforceability of any provision hereof in
any jurisdiction shall not affect the validity or enforceability of any such provision in any other
jurisdiction.
Section 5.04 Successors and Assigns of Parties. The term "Mortgagee" as used herein
shall mean and include any legal owner, holder, assignee or pledgee of any of the Indebtedness
secured hereby. The terms used to designate Mortgagee and Mortgagor shall be deemed to
include the respective heirs, legal representatives, successors and assigns of such parties.
Section 5.05 Satisfaction of Prior Encumbrance. To the extent that proceeds of the
Credit Agreement are used to pay indebtedness secured by any outstanding Lien, security
interest, charge or prior encumbrance against the Mortgaged Property, such proceeds have been
advanced by Mortgagee at Mortgagor's request, and Mortgagee shall be subrogated to any and
all fights, security interests and Liens owned by any owner or holder of such outstanding Liens,
security interests, charges or encumbrances, irrespective of whether said Liens, security interests,
charges or encumbrances are released, and it is expressly understood that, in consideration of the
payment of such other indebtedness by Mortgagee, Mortgagor hereby waives and releases all
demands and causes of action for offsets and payments to, upon and in coimection with the said
indebtedness.
Section 5.06 Nature of Covenants. The covenants and agreements herein contained
shall constitute covenants running with the land and interests covered or affected hereby and
shall be binding upon the heirs, legal representatives, successors and assigns of the parties
hereto.
Section5.07 Notices. All notices, requests, consents, demands and other
communications required or permitted hereunder shall be in writing and shall be deemed
sufficiently given or furnished if delivered by registered or certified United States mail, postage
prepaid, or by personal 'service (including express or courier service) at the addresses specified in
Section 12.01 of the Credit Agreement (unless changed by similar notice in writing given by the
particular party whose address is to be changed). Any such notice or communication shall be
deemed to have been given either at the time of personal delivery or, in the case of delivery at the
address and in the manner provided herein, upon receipt; provided that, service of notice as
required by the laws of any state in which portions of the Mortgaged Property may be situated
shall for all purposes be deemed appropriate and sufficient with the giving of such notice.
Section 5.08 Counterparts. This Mortgage is being executed in several counterparts, all
of which are identical, except that to facilitate recordation, if the Mortgaged Property is situated
in more than one county, descriptions of only those portions of the Mortgaged Property located
in the county in which a particular counterpart is recorded shall be attached as Exhibit A thereto.
An Exhibit A containing a description of all Mortgaged Property wheresoever situated will be
attached to that certain counterpart to be attached to a Financing Statement and filed with the
Secretary of State of Delaware in 'the Uniform Commercial. Code Records. Each of such
15
counterparts shall for all purposes be deemed to be an original and all such counterparts shall
together constitute but one and the same insmunent.
Section 5.09 Goveming Law. Insofar as permitted by otherwise applicable law, this
Mortgage and the indebtedness shall be construed under and governed by the laws of the State of
Wyoming (excluding choice of law and conflict of law rules)]
Section 5.10 Financing Statement; Fixture Filing. This Mortgage shall be effective as a
financing statement filed as a fixture filing with respect to all fixtures included within the
Mortgaged Property and is to be filed or filed for record in the real estate records of each
jurisdiction where any part of the Mortgaged Property (including said fixtures) are situated. This
Mortgage shall also be effective as a financing statement covering As-extracted collateral,
including minerals or the like (including oil and gas and all other substances of value which may
be extracted from the ground) and accounts financed at the wellhead or minehead of wells or
mines located on the properties subject to the Uniform Commercial Code and is to be filed for
record in the real estate records of each jurisdiction where any part of the Mortgaged Property is
situated. In addition, Mortgagor shall execute and deliver to Mortgagee, upon Mortgagee's
request, any financing statements or amendments thereof or continuation statements thereto that
Mortgagee may require to perfect a security interest in said items or types of property.
Mortgagor shall pay all costs of filing such instruments.
Section 5.11 Exculpation Provisions. EACH OF THE PARTIES HERETO SPECIFICALLY
AGREES THAT IT HAS A DUTY TO READ THIS MORTGAGE; AND AGREES THAT IT IS CHARGED
WITH NOTICE AND KNOWLEDGE OF THE TERMS OF THIS MORTGAGE; TItAT IT HAS IN FACT
READ THIS MORTGAGE AND IS FULLY INFORMED AND HAS FULL NOTICE AND KNOWLEDGE OF
TIlE TERMS~ CONDITIONS AND EFFECTS OF THIS MORTGAGE; THAT IT HAS BEEN REPRESENTED
BY INDEPENDENT LEGAL COUNSEL OF ITS' CHOICE THROUGHOUT THE NEGOTIATIONS
PRECEDING ITS EXECUTION OF THIS MORTGAGE; AND HAS RECEIVED TIlE ADVICE OF ITS
ATTORNEY IN ENTERING INTO THIS MORTGAGE; AND TItAT IT RECOGNIZES THAT CERTAIN OF
THE TERMS OF THIS MORTGAGE RESULT IN ONE PARTY ASSUMING THE LIABILITY INHERENT IN
SOME ASPECTS OF TIlE TRANSACTION AND RELIEVING THE OTItER PARTY OF ITS
RESPONSIBILITY FOR SUCH LIABILITY. EACH PARTY HERETO AGREES AND COVENANTS THAT
IT WILL NOT CONTEST THE VALIDITY OR EI~,rFORCEABILITY OF ANY EXCULPATORY PROVISION
OF THIS MORTGAGE ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH
PROVISION OR THAT THE PROVISION IS NOT "CONSPICUOUS.~
Section 5.12 References. The words "herein," "hereof," "hereunder" and other words
of similar import when used in this Mortgage refer to this Mortgage as a whole, and not to any
particular article, section or subsection. Any reference herein to a Section shall be deemed to
refer to the applicable Section of this Mortgage unless otherwise stated herein. Any reference
herein to an exhibit or schedule shall be deemed to refer to the applicable exhibit or schedule
attached hereto unless otherwise stated herein. Each reference to the phrase "any Person secured
hereby" in this Mortgage shall include the Counterparties to the Secured Swap Agreements.
16
00420
Executed on [~/l.~OSq' Y~ai' ~, 2005, to be effective as of the 1st day of September, 2005
(the "Effective Date").
ROYALTY REPOSITORY II, LLC
By:
Vasilis Mouratoff,
Vice President
Signature Page - Wyoming Mortgage
;;:ii:i!ii~iii:!''~i: ~ ,
"'00421
COUNTY OF ~
The foregoing instrument was acknowledged before me bY Vasilis Mourato aff, _ _
Vice Pr~side~ of Royalty Repository II, LLC, a Delaware limited liability company, this
day o~ , 2005.
Witness my hand and official seal. ~
My Commission Expires:
[SEAL]
Notary Public
COMM. #1364043
Notary Public.California
SAN DIEGO COUN~
~ co~. ~. ~,,~ ~. ~00~
Signature Page- Wyoming Mortgage
EXHIBIT A
Hydrocarbon Property
See the attached.
Exhibit A
EXHIBIT "A"
' 00423
PAGE 1
A/w-DERSON 4-lA F (491326-336)
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
WY-000000-000442-000
BUREAU OF LAND MANAGEMENT
DONNA V HELLWIG
04/01/1973
BOOK PAGE ENTRY STATE COUNTY
000 000 WYOMING LINCOLN
T20N Rll2W, SEC.4, S/2 NW/4 & SW/4
T20N Rll2W, SEC.8, E/2
EXHIBIT "A" PAGE 1
ALTROGGE FEDERAL #1 2-18 (491326-D60)
LEASE N-u-MBER: W-Y-000000-001679-000
LESSOR: BUREAU OF LAND MANAGEMENT
LESSEE: JAMES F LACOY & MILDRED H LACOY, TRSTES, LACOY FAMILY TR
LEASE DATE: 04/01/1965
RECORDED: BOOK PAGE ENTRY STATE COUNTY
DESCRIPTION: WYOMING LINCOLN
T20N Rll2W, SEC.3, SESW
"-'00A25
EXHIBIT "A" PAGE 1
ANDERSON 4-3 (491326-286)
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
T20N Rll2W, SEC.4,
WY-000000-D00442-000
BUREAU OF LAND MANAGEMENT
DONNA V HELLWIG
04/01/1973
BOOK PAGE ENTRY STATE COUNTY
000 000 WYOMING LINCOLN
S/2 NW/4 & SW/4
T20N Rll2W, SEC.8, E/2
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
T20N Rll2W, SEC.8:
EXHIBIT "A" PAGE
BALCRON HELLWIG FED #31 (491326-146)
WY-000000-000334-000
BUREAU OF LAND MANAGEMENT
ARDEN R BOLAND
01/01/1966
BOOK PAGE ENTRY STATE COUNTY
~00 000 WYOMING LINCOLN
SW~4 & NW/4
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
WY-000000-000442-000
BUREAU OF LAND MANAGEMENT
DONNA V HELLWIG
04/01/1973
BOOK PAGE ENTRY STATE COUNTY
000 000 WYOMING LINCOLN
T20N Rll2W, SEC.4, S/2 NW/4 & SW/4
T20N Rll2W, SEC.8, E/2
"00427
EXHIBIT "A" PAGE 1
BEARD FEDERAL #1-3 (491326-407)
BEARD FEDERAL 2-3 (491326-491)
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
T22N Rll2W, SEC.2:
T22N Rll2W, SEC.3:
WY-000000-000336-000
BUREAU OF LAND ~U~NAGEMENT
JAMES D. BEARD
01/01/1966
BOOK PAGE ENTRY STATE COUlTi"Y
000 000 WYOMING LINCOL~ ..............
LOTS 5-8, SWNE, S/2NW N/2SW, NWSE
LOTS 5-7, S/2NE, SENW NESW, N/2SE
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
T22N Rll2W,
T22N Rll2W,
T22N Rll2W,
WY-000000-000776-000
BUREAU OF LAND MANAGEMENT
UNKNOWN
01/01/1966
BOOK PAGE ENTRY STATE COUNTY
000 000 WYOMING LINCOLN
SEC.2: SENE, NESE
SEC.3: LOT 8 SWNW, NWSW
SEC.4: LOTS 5-8 S/2N/2 N/2S/2
,oss oa "'00428
EXHIBIT "A" PAGE1
CHAMPLIN 122 AMOCO DAKOTA (491326-213)
LEASE NUMBER: WY-000000-001213-000
LESSOR: BUREAU OF LAND MANAGEMENT
LESSEE: MARGARET P. PARTRIDGE
LEASE DATE: 01/01/1964
RECORDED: BOOK PAGE ENTRY STATE COUNTY
000 000 WYOMING LINCOLN
DESCRIPTION:
T20N Rll2W,' SEC.3, LOT 4
T20N Rll2W, SEC.3, E/2SE, SENE
EXHIBIT "A"
, ' 00429
PAGE 1
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
T23N Rll2W, SEC.33: NE, E/2 NW, N/2 SE
LEASE NUMBER: WY~000000-000331~-000
LESSOR: BUREAU OF LAND MANAGEMENT
LESSEE: JAMES D. BEARD
LEASE DATE: 01/01/1966
RECORDED:. BOOK
COW HOLLOW UNIT (999999-U48)
WY-000000-000335-000
BUREAU OF LAND MANAGEMENT
UNKNOWN
01/01/1966
BOOK PAGE ENTRY STATE COUNTY
ooo ooo WYOMING
PAGE ENTRY STATE
~ _ . COUNTy
000 000 WYOMING LINCOLN
DESCRIPTION:
T22N Rll2W, SEC.2: LOTS 5-8, SW NE, S/2 NW, N/2 SW, NW SE
T22N Rll2W, SEC.3: LOTS 5-7, S/2 NE, SE NW, NE SW, N/2 SE
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
T22N Rll2W, SEC.15:
WY-491305-000330-000
BUREAU OF LAND MANAGEMENT
UNKNOWN
12/01/1965
BOOK PAGE ENTRY STATE
......... COUNTY
WYOMING SWEETWATER
NE, E/2 NW
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
T22N Rll2W, SEC.36:
WY-491305-000461-000
WYOMING STATE LAND AND FARM LOAN OFFICE
E~ B TOLAN
04/02/1966
BOOK PAGE ENTRY STATE
........... COUNTY
WYOMING LINCOLN
ALL
EXHIBIT "A"
PAGE
00430
1
COW HOLLOW #212-23 (491305-012)
COW HOLLOW #40-24 (491326-638)
COW HOLLOW 213-10 (491326-670)
COW HOLLOW 214-30 (491326-698)
EMIGRANT #1-27 (491326-430)
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
WY-000000-000335-000
BUREAU OF LAND MANAGEMENT
UNKNOWN :.
01/01/1966 GROSS: 320.000000 NET: 320.000000
BOOK 'PAGE ENTRY STATE COUNTY
000 000 WYOMING LINCOLN
NE, E/2 N-W, N/2 SE
DESCRIPTIONi
T23N Rll2W, SEC.33:
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
T22N Rll2W, SEC.2:
WY-000000-000336-000
BUREAU OF LAND MANAGEMENT
JAMES D. BEARD
01/01/1966 GROSS: 760.460000 'NET: 760.460000
BOOK PAGE ENTRY STATE COUNTY
000 000 WYOMING LINCOLN
LOTS 5-8, SW NE, S/2 NW, N/2 SW, NW SE
LOTS 5-7, S/2 NE, SE NW, NE SW, N/2 SE
T22N Rll2W, SEC.3:
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
WY-491305-000330-000
BUREAU OF LAND MANAGEMENT
UNKNOWN
12/01/1965 GROSS: 240.000000 NET: 240.000000
BOOK . PAGE ENTRY STATE COUNTY
WYOMING SWEETWATER
'NE, E/2 NW
DESCRIPTION:
T22N Rll2W, SEC.15:
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
wY-49 3o5-o60461-oo0
WYOMING STATE LAND AND FARM LOAN OFFICE
ERMA B TOLAN
04/02/1966 GROSS: 640.000000 NET: 640.000000
BOOK PAGE ENTRY STATE
. COUNTY.
WYOM I NG L I NCOLN
SEC.36: ALL
DESCRIPTION:
T22N Rll2W,
0 0 4 31
EXHIBIT "Ai' PAGE 1
FONTENELLE UNIT NEW (491312-002) (999999-U43)
FONTENELLE UNIT OLD (491312-001) (999999-U43)
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
T26N Rll2W,
WY-O00000-OOO150-O00
BUREAU OF LA~gD MANAGEMENT
CARL E JENKINS
o~/ol/1964
BOOK PAGE ENTRY STATE COUNTY
000 000 WYOMING LINCOLN
SEC.31, LOTS 1, 2, 3, 4, (W2 W2), E2, E2 W2
T26N'Rl12W, SEC.32, NW, NW SW,
T26N Rll2W, SEC.32, NE SW, SW SW
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
T25N Rll2W, SEC.4, LOTS 1,
NE SE
WY-000000-000151-000
BUREAU OF LAND MANAGEMENT
SAMUEL MANDEL
03/01/1965
BOOK PAGE ENTRY STATE COUNTY
000 000 WYOMING LINCOLN
2, 3, NE, E/2 NW, SW, W/2 SE,
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
WY-000000-000152-000
BUREAU OF LAND MANAGEMENT
ETTAMANDEL
02/01/1966
BOOK PAGE ~NTRY STATE COUNTY
WYOMING LINCOLN
WYOMING LINCOLN
T25N Rll2W, SEC.4, SE SE
T25N Rll2W, SEC.6, SE
LEASE NUMBER: WY-000000-000153-000
LESSOR: BUREAU OF LAND MANAGEMENT '
LESSEE: B J BRADSHAW
LEASE DATE: 04/01/1966
RECORDED: BOOK PAGE ENTRY STATE COUNTY
DESCRIPTION: WYOMING LINCOLN
T25N Rll2W, SEC.4, BEDS OF GREEN RIVER RIPARIAN TO LOTS 1-3
T25N Rll2W, SEC.5, BED OF GREEN RIVER RIPARIAN TO LOTS 1
6, 7, 8 '
T25N Rll2W, SEC.5, BED OF GREEN RIVER RIPARIAN TO LOT 12 &
14
T25N Rll2W, SEC.8, BEDS OF GREEN RIVER RIPARIAN TO LOT 2
T25N Rll2W, SEC.17, BEDS OF GREEN RIVER RIPARIAN TO LOTS 4
5, 7, 8, 1 '
T25N Rll2W, SEC.20, BEDS OF GREEN RIVER RIPARIAN TO LOTS 1
3, 4, 6, 7, 8, 11 '
T25N Rll2W, SEC.21, BEDS OF GREEN RIVER RIPARIAN TO LOT 2
T25N Rll2W, SEC.28, BEDS OF GREEN RIVER RIPARIAN TO LOTS 1,
2, 10, 11, 12, 13, 14
T25N Rll2W, sEc.29, BEDS OF GREEN RIVER RIPARIAN TO LOTS 3,
4, 5, 6, 8, 9
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
T025N Rll2W,
WY-000000-000154~000
BUREAU OF LAND MANAGEMENT
ESTATE OF F.J. BRADSHAW
04/01/1966
BOOK PAGE ENTRY STATE COUNTY
WYOMING LINCOLN
SEC.5, S/2 SE
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
T26N Rll2W, SEC.33:
WY-000000-000155-000
BUREAU OF LAND MANAGEMENT
WILLIAM D HEWIT
09/01/1966
BOOK PAGE ENTRY STATE COUNTY
WYOMING LINCOLN
LOTS 1, 2, 3, 6, 7, 10, 11, SE
T26N Rll2W, SEC.33: SE NE
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
WY-000000-000156-000
BUREAU OF LAND MANAGEMENT
ESTATE OF RAYMOND CHORNEY
11/Ol/1967 ·
BOOK PAGE ENTRY STATE COUNTY
WYOMING LINCOLN
T26N Rll2W, SEC.33, BEDS OF GREEN RIVER RIPARIAN TO LOTS 1
2, 3, 6, 7, 9, 10, 11 '
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
T026N Rll2W, SEC-33, LOT 9
WY-000000-000157-000
BUREAU OF LAND MANAGEMENT
ESTATE OF RAYMOND CHORNEY
08/01/1968
BOOK PAGE ENTRY STATE COUNTY
WYOMING LINCOLN
(PTN N2 N2 SW SW)
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
WY-000000-000159-000
BUREAU OF LAND MANAGEMENT
MILLARD a. TROXELL
01/01/197~
BOOK PAGE ENTRY STATE COUNTY
WYOMING LINCOLN
T25N RlllW, SEC.6, LOTS 1, 2, 4, 5
T25N RlllW, SEC.6, S/2 NE
LEASE NDMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
WY-000000-000160-000
BUREAU OF LAND MANAGEMENT
EST OF GERALD T TRESNER
05/01/1971
BOOK PAGE ENTRY STATE COUNTY
WYOMING LINCOLN
T26N Rll2W, SEC.24, LOTS 1, 2, 3, W/2 E/2, W/2
T26N Rll2W, SEC.25 LOTS 3, 4, W/2 E/2
T26N Rll2W, SEC.25 W/2
T26N Rll2W, SEC.27 S/2 NW, SW, W/2 SE
T26N Rll2W, SEC.24 LOT 4
T26N Rll2W, SEC.25 LOTS 1, 2
T26N Rll2W, SEC.27, E/2 SE, N/2 NW, NE
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
T25N Rll2W, SEC.2:
T26N Rll2W, SEC.34:
T26N Rll2W, SEC.34:
WY-000000-000163-000
BUREAU OF LAND MANAGEMENT
ROBERT A. READ
07/01/1971
BOOK PAGE ENTRY STATE COUNTY
WYOMING LINCOLN
WYOMING LINCOLN
WYOMING LINCOLN
SW SW SW
W/2, W/2 SE
E/2 NE, NE SE
T26N Rll2W, SEC.34: W/2 NE, SE SE
EXHIBIT "A"
;"00433
PAGE 3
LEASE NLPMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
T25N Rll2W,
WY-000000-000164-000
BUREAU OF LAND MANAGEMENT
RICHARD WHEELER JR
12/0i/1971
BOOK PAGE ENTRY STA~E COUNTY
WYOMING LINCOLN
WYOMING LINCOLN
SEC.3, S/2 NE, W/2, SE
T25N Rll2W, SEC.3, N/2 NE
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
T25N Rll2W,
T25N Rll2W,
WY-000000-000165-000
BUREAU OF LAND MANAGEMENT
NINA HEINRICHS
12/01/1971
BOOK PAGE ENTRY STATE COUNTY
WYOMING LINCOLN
SEC.9, N/2, E/2 SW, SE
SEC.9, W/2 SW
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
T25N Rll2W,
T25N Rll2W,
T25N Rll2W,
WY-000000-000166-000
BUREAU OF LAND MANAGEMENT
H.W. STRANGE
12/01/1971
BOOK PAGE ENTRY STATE
..... COUNTY
WYOMING LINCOLN
SEC.10, ALL
SEC.11, N/2, SW, NW SE
SEC.11, S/2 SE, NE SE
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
T25N Rll2W, SEC.1, LOTS 1, 2, 3, 4
T25N Rll2W, SEC.1, W/2 E/2, W/2
T25N Rll2W, SEC.2, SE NE, SE
T25N Rll2W, SEC.2, N/2 NE, SW NE
WY-0D0000-000167-D00
BUREAU OF LAND MANAGEMENT
VINCENT ANTONGIOVANNI
03/01/1972
BOOK PAGE ENTRY STATE
........... COUNTY
WYOMING LINCOLN
LEASE NUMBER: WY-000000-000168-000
LESSOR: BUREAU OF LAND MANAGEMENT
LESSEE: C. MCL. CADES
LEASE DATE: 03/01/1972
RECORDED: BOOK PAGE ENTRY STATE
......... COUNTY
102 499 ................ ' ....................
DESCRIPTION: WYOMING LINCOLN
T26N Rll2W, SEC.35, NW
LEASE NI3MBER: WY-000000-000169-000
LESSOR: BUREAU OF LAND MANAGEMENT
LESSEE: JOHN T FORT KENDRICK B. HUDSON
LEASE DATE: 04/01/1972'
RECORDED: BOOK PAGE ENTRY STATE
......... COUNTy
151 207
DESCRIPTION: WYOMING .LINCOLN
T026N RlllW, SEC.31, SE
T026N RlllW, SEC. 31, NE
T026N RlllN, SEC.19, W/2 E/2
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
WY-000000-000170-000
WYOMING STATE LAND AND FARM LOAN OFFICE
JOAN CHORNEY
05/02/1967
BOOK PAGE ENTRY STATE
......... :_ COUNTY
WYOMING LINCOLN
EXhIBiT "A" PAGE 4
DESCRIPTION:
T25N Rll2W, SEC.16, N/2 NE, NE NW
T25N Rll2W, SEC.16, :S2 NE, S2 NW, NW NW, S2
LEASE NUMBER: WY-000000-000171-001
LESSOR: BRUCE E JONES ETAL
LESSEE: WILLIAM J COLMAN
LEASE DATE: 05/16/1968 '
RECORDED: BOOK PAGE ENTRY STATE COUNTY
84 000021 WYOMING LINCOLN ....
DESCRIPTION:
T25N Rll2W, SEC.5, LOTS 21 3
T26N Rll2W, SEC.32, N/2 SE, SW SE, LOT 1
T26N Rll2W, SEC.33, W/2 N-W, LOTS 4, 5, 8
T26N Rll2W, SEC.32, NE
LEASE NUMBER: WY-00Q000-000171-002
LESSOR: CHESTER E. BUCK, ET UX
LESSEE: JACK E. BLANKENSHIP
LEASE DATE: 09/12/1972
RECORDED: BOOK PAGE ENTRY STATE COUNTy
lol YO iNG .................
DESCRIPTION:
T25N Rll2W, SEC.5, LOTS 2, 3 & THAT PTN OF LOTS 2, 3
RIPARIAN TO BED OF GREEN RIVER
T26N Rl12W, SEC.28, S/2 SW
T26N Rl12W, SEC.32, LOT 1, W/2 SE
T26N Rll2W, SEC.32, NE SE (EXCL LAND DESCD IN TR 62A)
T26N Rll2W, SEC.33, LOTS 4, 5, 8, W/2 NW, & THAT PTN OF
GREEN RIVER RIPARIAN TO LOTS 4, 5, 8
LEASE NUMBER: WY-000000-000171-003
LESSOR: GRAYSON H JONES, ET AL
LESSEE: PACIFIC TRANSMISSION SUPPLY CO
LEASE DATE: 07/26/1977
RECORDED: BOOK PAGE ENTRY ~STATE . COUNTY
DESCRIPTION: YO ING .................
T26N Rll2W, SEC.28, S/2 SW
LEASE NUMBER: WY-000000-000172-009
LESSOR: BUREAU OF LAND MANAGEMENT
LESSEE: DOROTHY CHORNEY C/O SUMMIT OIL CO
LEASE DATE: 03/01/1972
RECORDED: BOOK PAGE ENTRY STATE
...... COUNTY
DESCRIPTION: WYOMING LINCOLN
T25N Rll2W, SEC.2, SW NW
T26N Rll2W, SEC.35, E/2 NE, NE SE
T2SN Rll2W, SEC.35, W/2 NE, SW, NW SE
T25N Rll2W, SEC.2, N/2 NW, SE NW
T26R Rll2W, SEC.35, S/2 SE
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
WY-000000-000173-000
BUREAU OF LAND MANAGEMENT
ROBERT Bo MEE
01/01/1973
BOOK PAGE ENTRY STATE
_ COUNTY
WYOMING LINCOLN
T26N RlllW, SEC.19, LOTS 1, 2, 3
T26N RlllW, SEC.19, LOT 4, E/2 W/2
T26N RlllW, SEC.30, LOTS 1, 2, E/2 N-W, W/2 SE, W/2 NE
EXHIBIT "A"
00435
PAGE 5
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
WY-000000~000176-000
BUREAU OF LAND MANAGEMENT
CARL E JENKINS & BAYARD D REA
03/01/1973
BOOK PAGE ENTRY STATE COUNTY
0168 000271 WYOMING LINCOLN
T25N Rll2W, SEC.5, LOTS 1 (16.68), 6 (18.87), 7 (29.48), 8
(35.13), NE SE
T25N Rll2W, SEC.5, LOT 12
T25N Rll2W, SEC.8, LOT 2
T25N Rll2W, SEC.20, E/2 NE, NE SE
T25N Rll2W, SEC.21, LOT 2, SE SW, SW SE
LEASE N-JMBER: WY-000000-000178-000
LESSOR: BUREAU OF LAND MANAGEMENT
LESSEE: MALCOM F JUSTICE JR
LEASE DATE: 03/01/1973
RECORDED: BOOK PAGE ENTRY STATE COUNTY
DESCRIPTION: WYOMING LINCOLN
T25N RlllW, SEC.6, LoTs 6, 7 (W2SW), E2 SW, N2 SE, SW SE
T25N RlllW, SEC.7, LOTS 3, 4 (W2SW), E/2 SW, W/2 SE
T25N RlllW, SEC.6, SE SE
T25N RlllW, SEC.7, E2 SE
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
WY-000000-000227-000
BUREAU OF LAND MANAGEMENT
CHARLES WEXALL
02/01/1959
BOOK PAGE ENTRY STATE COUNTY
000 000 WYOMING LINCOLN
T26N Rll2W, SEC.22, SE, S/2 NE, NE NE
T26N Rll2W, SEC.23, E/2 NW, SW, SW NW, E/2, N-W NW
T26N Rll2W, SEC.22, W/2
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
T25N Rll2W SEC.12 W/2 SE
T25N Rll2W SEC.12 LOTS 3, 4
T25N Rll2W, SEC.12 NW
T25N Rll2W, SEC.12 NE SW
T25N Rll2W, SEC.12 W/2 SW, SE SW
T25N Rll2W, SEC.13 SE NW, E/2 SW, SW SW
T25N Rll2W, SEC.13 LOTS 1, 2, W/2 NE
T25N Rll2W SEC.13 LOTS 3, 4, W/2 SE
T25N Rll2W, SEC.13, N-W SW
T25N Rll2W, SEC.13, NE NW, W/2 NW
WY-000000-000305-000
BUREAU OF LAND MANAGEMENT
SHIRLEY BIRDSONG
10/01/1964
BOOK PAGE ENTRY STATE COUNTY
000 000 WYOMING LINCOLN
LEASE NUMBER: WY-000000-000306-000
LESSOR: BUREAU OF LAND MANAGEMENT
LESSEE: SHIRLEY BIRDSONG
LEASE DATE: 10/01/1964
RECORDED: BOOK PAGE ENTRY STATE COUNTY
DESCRIPTION: 'WYOMING LINCOLN
T25N Rll2W, SEC.14, NE, NE NW, NE SE, SE SE, SW NW,
EXHIBIT "A" PAGE 6
DESCRIPTION:
SE NW, SW, W/2 SE
T25N Rll2W, SEC.14, NW NW
T25N Rll2W, SECol5, E/2, SW, NW
LEASE NUMBER: WY-000000-000350-000
LESSOR: BUREAU OF LA_ND MANAGEMEN~r
LESSEE: WILLIAM H. SHORT & FRANKLIN KNOBEL
LEASE DATE: 09/01/1966
RECORDED: BOOK. PAGE ENTRY STATE
COUNTY
WYOMING LINCOLN
DESCRIPTION: WYOMING LINCOLN
T26N RlllW, SEC.30, LOT 4
T26N RlllW,. SEC.30, LOT 3, E/2 SW
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
T25N Ri
WY-000000-000388-000
BUREAU OF LAND MANAGEMENT
ESTATE OF F.J. BRADSHAW
10/01/1967
BOOK PAGE ENTRY STATE
-.- COUNTY
WYOMING LINCOLN
WYOMING LINCOLN
llW, SEC.7, SE N-W, LOTS 1, 2, NE NW
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
T26N Rll2W, SEC.36, LOTS 1-2, W/2 NE
T26N Rll2W, SEC.36, LOTS 3, 4, W/2 SE
T26N Rll2W, SEC.36, W/2 W/2, E/2 N-W
T26N Rll2W, SEC.36, NE SW
T26N Rll2W, SEC.36, SE SW
WY-000000-000462-000
WYOMING STATE LAND AND FARM LOAN OFFICE
HAROLD FURST
07/02/1966
BOOK PAGE ENTRY STATE
........ COUNTy
WYOMING LINCOLN
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
WY-000000-000568~000
BUREAU OF LAND MANAGEMENT
DOROTHY CHORNEY-NON PARTNER
03/01/1972
BOOK PAGE ENTRY STATE
............ COUNTY
lO3 WYOMING .................
T26N Rll2W, SEC.26, S/2 SE, NE SE
T26N Rll2W, SEC.26, NW SE
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTIOn:
T26N Rll2W, SEC.26,
T26N Rll2W, SEC.26,
WY-D00000-000569-000
BUREAU OF LAND MANAGEMENT
C. MCL. CADES
03/01/1972
BOOK PAGE ENTRY STATE COUNTY
102 497 WYOMING LINCOLN
NE, SE N'W, N/2 NW
SW NW, SW
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
T26N Rll2W, SEC.28, LOTS 5-7,
NESE, E2SESE, E2W2SESE)
WY-00000D-0006321000
BUREAU OF LAND MANAGEMENT
EST OF GERALD T TRESNER
o5/ol/1971
BOOK PAGE ENTRY STATE
.......... COUNTy
000 000 ............................................
WYOMING LINCOLN
10 (NE PTN OF SWNE, SENE,
~-' "~'-~ EXHIBIT "A"
PAGE
DESCRIPTION:
T26N Rll2W, SEC.28, LOT i(PTN OF ~E~ENW EAST OF GREEN
RI~R) , NE ~
LEASE NI/MBER: WY-000000-001661-000
LESSOR: BUREAU OF LAND MANAGEMENT
LESSEE: C.B. WOOD~U~N, JR.
LEASE DATE: 10/01/1965
RECORDED: BOOK PAGE ENTRY' STATE
........... COUNTY
000 000 ............................................
DESCRIPTION: WYOMING LINCOLN
T25N RlllW, SEC.6, LOT 3, SE NW
T25N RlllW, SEC.7, W/2 NE
T25N RlllW, SEC.7, E/2 NE
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
T26N RlllW, SEC.31,
WY-000000-001668-000
BUREAU OF LAND ~UtNAGEMENT
PETROLEUM INC
06/01/1971,
BOOK PAGE ENTRY STATE COUNTy
WYOMING LINCOLN
LOTS 1, 2, 3, 4, E/2 W/2
LEASE N73MBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
T25N Rll2W, SEC.5,
WY'000000~002044-000
BUREAU OF LAND MANAGEMENT
GREAT WESTERN DRILLING
06/01/1972
BOOK PAGE
........ i ........ ENTRY STATE COUNTy
000 000 WYOMING LINCOLN
LEASE N-UMBER: WY-000000-002045-000
LESSOR: BUREAU OF LAND MANAGEMENT
LESSEE: J. C. DAVIS
LEASE DATE: 05/01/1978
RECORDED: BOOK PAGE ENTRY STATE COUNTY .
000 O00
DESCRIPTION: WYOMING LINCOLN
T26N Rll2W, SEC.28, THAT PTN OF THE BED OF GREEN RIVER
RIPARIAN LOTS 5,6,7,.10
LEASE NTJMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
WY-000000-0.~2046-000
WYOMING STATE LAND AND.FARM LOAN OFFICE
ARCH W. DEUEL
05/02/1976'
BOOK PAGE ENTRY STATE COUNTy
000 000 WYOMING LINCOLN .......
T25N Rll2W, SEC.5, A TRACT LOCATED IN LOT 5, DEEDED TO
HISTORICAL LANDMARK COMM. OF WYOMING
LEASE NI/MBER: WY-000000-002047-000
LESSOR: LINCOLN COUNTY, WYOMING
LESSEE: ARCH W. DEUEL
LEASE DATE: 02/27/1976
RECORDED: BOOK PAGE ENTRY STATE COUNTY
00123 00000649 .......
DESCRIPTION: WYOMING LINCOLN
T25N Rll2W, SEC,5, PT OF LOTS 4, 5 BEING THAT PTN IN
KEMMERER-BIG PINEY WY STATE HWY ROW (12 12 ACS) LESS LAND
IN TRACT 66C '
T26N Rll2W, SEC.32, PT OF SE SW BEING THAT PTN IN
KEMMERER-BIG PINEY WY STATE HWY ROW (6.00 ACs) & PTN OF W/2
SE 200' WIDE (ROW) FOR PTN OF KEMMERER-BIG PINEY WY STATE
HWY
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
WY-000000-002048-000
JULIUS E LOUMA, ETUX
JACK E. BLANKENSHIP
09/13/1972
BOOK PAGE ENTRY STATE COUNTY
102 199 .................................................
WYOMING LINCOLN
EXHIBIT "A" PAGE
?:00438
8
DESCRIPTION:
T25N Rll2W, SEC.5, LOTS 4, 5 & BED OF GREEN RIVER RIPARIAN
TO LOTS 4 (2.19 .ACS) &"5 ('8.48 ACS), LESS THAT PTN
IN KEMMERER-BIG PINEY WY STATE HWY ROW (12.12 ACS) BEING PT
OF TRACT 66
T26N Rll2W, SEC.32, SE. SW, LESS THAT PTN IN KEMMERER-
BIG PINEY WY STATE HWY ROW (6.00 ACS) BEING PT OF TR 66
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
WY-000000-002.049-001
EUBANKS CATTLE CO
ARCH Wi DEUEL
10/02/1972
BOOK 'PAGE ENTRY 'STATE COUNTY
118 141 WYOMING LINCOLN
NE SW & BED OF GREEN RIVER
DESCRIPTION:
T26N Rll2W, SEC.28, LOTS 4,8,9,
RIPARIAN TO LOTS 4,8,9
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
WY-000000~002049-002
ELIZABETH B HOWARD, ET AL
JACK E. BLANKENSHIP
10/02/1972
BOOK PAGE ENTRY STATE COUNTY
102 495. WYOMING LINCOLN
9, NE SW & BED OF GREEN
DESCRIPTION:
T26N Rll2W, SEC.28, LOTS 4, 8,
RIVER RIPARIAN TO LOTS 4, 8, 9
EXHIBIT "A"
PAGE 1
FONT FED #1-19 (491328°005)
FONT FED #2-19 (491326-590)
FONT FED #22-19 (491328-007)
FONT FED #23-19 (491328-008)
FONT FED.#3-19 (491326-591)
FONT FED #4-19 (~91328-006)
FONT FEDER3%L 14-19 (431312-009
FONTENELLE FED 42-19 (491312-022)
FONTENELLE FEDERAL #21-19 (491326-401)
FONTENELLE FEDERAL 22-19 (491312-017)
FONTENELLE FEDERAL 23-19 (491312-018)
FONTENELLE FEDERAL 31-19 (491312-020)
FONTENELLE FEDERAL 34-19 (491312-021)
LEASE NUMBER~ WY-000000-000161-000
LESSOR: BUREAU OF LAND MANAGEMENT
LESSEE: WILLIAM H SHORT JR
LEASE DATE: 06/01/1971
RECORDED:~ BOOK PAGE ENTRY STATE COUNTY
176 340 WYOMING LINCOLN
DESCRIPTION:
T25N RlllW, SEC.19, LOTS 3,4, E/2SW, SE
T25N RlllW, SEC.20, SE, SW, S/2
EXHIBIT "A"
PAGE
' :00440
1
FONT FED #4-20 (491328-009)
FONT FEDERAL 14-20 (491312-007)
FONT FEDERAL 21-20 (491312-006)
FONT FEDERAL 34-20 (491312-008)
FONTENELLE FEDERAL 12-20 (491312-015)
FONTENELLE FEDERAL 13-20 (491312-016)
FONTENELLE FEDERAL 23-20 (491312-019)
WY-000000-D00161-000
BUREAU OF LAND MANAGEMENT
WILLIAM H SHORT JR
06/01/1971
BOOK PAGE ENTRY STATE COUNTY
176 340 WYOMING LINCOLN
LOTS 3,4, E/2SW, SE
SE, SW, S/2
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
T25N RlllW, SEC.19,
T25N RlllW, SEC.20,
?00441
FONT FED #13-9 (491328-002)
LEASE NUMBER: WY-000000-000165-000
LESSOR: BUREAU OF LAND MANAGEMENT
LESSEE: NINA HEINRICHS
LEASE DATE: 12/01/1971
RECORDED: BOOK PAGE
ENTRY STATE COUNTY
DESCRIPTION: WYOMING LINCOLN
T25N Rll2W, SEC.9, N/2, E/2SW
T25N Rll2W, SEC.9, SE
T25N Rll2W, SEC.9, W/2SW
?oo44a.
EXHIBIT "~." PAGE 1
FONT FED #13-24 (491328-018)
FONT FED #42-24 (491328-019)
FONTENELLE FED 44-24 (491312-012)
· LEASE'NUMBER: WY-000000-000160-000
LESSOR: BUREAU OF LAND MANAGEMENT
LESSEE: EST OF GERALD T TRESNER
LEASE DATE: 05/01/1971
RECORDED: BOOK . PAGE ENTRY STATE COUNTY
DESCRIPTION: WYOMING LINCOLN
T26N Rll2W, SEC.24, LOTS 1,2,3,
T26N Rll2W SEC.24, W/2E/2,W/2
T26N Rll~W SEC.25, LOTS 3,4, W/2E/2
T26N Rll2W
T26N Rll2W
T26N Rll2W
T26N Rll2W
T26N Rll2W
T26N Rll2W
T26N Rll2W
SEC 25 W/2
SEC 27 S/2NNW, SW,
SEC 27 W/2SE
SEC 24 LOT 4
SEC 25 LOTS 1,2
SEC 27 E/2SE, N/2NW,
SEC 27 NE
EXHIBIT "A" PAGE 1
FONT FED #14-26 (491~2B-014) ~.
---: ............................................. : ...............................t00443
LEASE NL~BER: WY-000000-000568-000
LESSOR: BUREAU OF LAND MANAGEMENT
LESSEE: DOROTHY CHORNEY-NON PARTNER
LEASE DATE: 03/01/1972
RECORDED: BOOK PAGE ENTRY STATE
....... COUNTY
~o3 . 3~ NYO~I~G ....... £;~L;, .................
DESCRIPTION:
T26N Rll2W, SEC.26, S/2SE,NESE
T26N Rll2W, SEC.26, NWSE
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
.' ?00444
PAGE i
WY-000000-001668-000
BUREAU OF LAND MANAGEMENT
PETROLEUM INC
06/01/1971
BOOK PAGE ENTRY STATE COUNTY
WYOMING LINCOLN
DESCRIPTION:
T26N RlllW, SEC.31, LOTS 1,2
T26N RlllW, SEC.31, LOTS 3,4,E/2W/2
l EXHIBIT .A. pAGE 1
~ FONT FED #24-36 (491328-020)
LEASE NUMBER: WY-000000-000462-000
LESSOR: i WYOMING STATE LAND AND FARM LOAN OFFICE
LESSEE: i HAROLD FURST
LEASE DATE: 07/02/1966
RECORDED:I BOOK PAGE ENTRY STATE COUNTY
! ......... ~ .... 7 ........................... , ........................ ,___
DESCRIPTION: WYOMING LINCOLN
T26N Rll2W, SEC.36, LOTS 1-2, W/2NE T26N Rll2W,. SEC.36, LOTS 3.,4,W/2SE
T26N Rll2W, SEC.36, W/2W/2,E/2NW,
T26N Rll2W, SEC.36, NESW
T26N Rll2W, SEC.36, SESW
(:00445
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATEI
RECORDED:
EXHIBIT "A" PAGE
FONT FED #32-2 (491328-001)
WY-000000-000167-000
BUREAU OF LAND MANAGEMENT
VINCENT ANTONGIOVANNI
03/01/1972
BOOK PAGE ENTRY STATE COUNTY
DESCRIPTION: WYOMING LINCOLN
T25N Rll2W, SEC.1, LOTS 1,2,3,4,
T25N Rll2W, SEC.1, W/2E/2, W/2
T25N Rll2W, SEC.2, SENE,SE
T25N Rll2W, SEC.2, N/2NE,SWNE
.... '0044'6
EXHIBIT "A" PAGE
FONT FED #32-'22 (491328-015)
FONT FED #42-22 (491328-021)
FONT FED UNIT #41-22 (491326-589)
FONT FED #11-23B (491328-010)
FONT FED #13-23 (491328-016)
FONT FED #14-23 (491328-011)
FONT FED #21-23 (491328-017)
FONT FED #23-23 (491326-399)
FONT FED #32-23 (491328-012)
FONT FED #34-23 (491328-013)
FONT FED #41-23 ~491326-592)
LEASE NL~MBER: WY-000000-000227-000
LESSOR: BUREAU OF LAND MANAGEMENT
LESSEE: CHARLES WEXALL
LEASE DATE: 02/01/1959
RECORDED: BOOK PAGE ENTRY STATE COUNTY
o0o ooo wYoMi c LIN OL ...............
DESCRIPTION:
T26N Rll2W, SEC.22, SE, S/2NE, NENE
· T26N Rll2W, SEC.23, E/2NW, SW
T26N Rll2W, SEC.23, SWNW
T26N Rll2W, SEC.23, E/2
T26N Rll2W, SEC.23, NWNW
T26N Rll2W, SEC.23, NWNW
T26N Rll2W, SEC.22, W/2
00447
0044
EXHIBIT "A" PAGE 1
FONT FED ~42-33 (491326-594)
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
T26N Rll2W, SEC.33:
T26N Rll2W, SEC.33:
WY-000000-000155-000
BUREAU OF LAND MANAGEMENT
WILLIAM D HEWIT
o~/o~/~
BOOK PAGE ENTRy STATE COUNTY
WYOMING LINCOLN
LOTS 1,2,3,6, '7,10,11, SE
SENE
,7 0 0 4 4 9
EXHIBIT "A" PAGE 1
FONTENELLE FEDERAL #14-12 (491326-400) FONT FEDERAL 13-12 (491312-005)
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
T25N Rll2W, SEC.13
T25N Rll2W, SEC.13
T25N Rll2W, SEC.12
T25N Rll2W, SEC.13
T25N Rll2W, SEC.13
T25N Rll2W, SEC.12
T25N Rll2W, SEC.13
.T25N Rll2W, SEC.12
T25N Rll2W, SEC.12
T25N Rll2W, SEC.12
T25N Rll2W, SEC.12
T25N Rll2W., SEC.13.
WY-000000-000305-000
BUREAU OF LAND MANAGEMENT
SHIRLEY BIRDSONG
lO/Ol/1964
BOOK PAGE ENTRY STATE COUNTY
°oo i 0oo ~O~N~ LINCOLN ...........
SEN'W:
E/2SW, SWSW
W/2SE
LOTS 1,2, W/2NE
LOTS' 3,4, W/2SE
LOTS 3,4
NWSW,
LOTS 1,2, W/2NE,
NESW
W/2SW, SESW
NENW, W/2NW
:00450
EXHIBIT "A"
PAGE 1
FONTENELLE FEDE~L 11-15 (491312-013)
FON'I' FED ~23-14 (49i32~-uu~;
FONT FED ~41-14E (491328-004)
FONT FEDE~L 34-14
(491312-004)
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
T25N R112W, SEC.14, NE,NENW,NESE
T25N Rll2W, SEC.14, SESE
T25N Rll2W, SEC.14, 'SWNW, SENW, SW,
T25N Rll2W, SEC.14, W/2SE
T25N Rll2W, SEC.15, E/2, SW
T25N Rll2W, SEC.t5, NW
T25N Rll2W, SEC.14, NWNW
WY-000000-000306-000
BUREAU OF LAND MANAGEMENT
SHIRLEY BIRDSONG
10/01/1964
BOOK PAGE ENTRY STATE
. COUNTY
WYOMING LINCOLN
EXHIBIT "A"
· 90451
FONTENELLE FEDERAL 43-11 (491312-014)
LEASE lqUMBER: WY·-000000_000166_000
LESSOR: BUREAU OF LAND MANAGEMENT
LESSEE:· H.W. STRANGE
LEASE DATE: 12/01/1971
RECORDED: BOOK PAGE ENTRY STATE
............. COUNTY
DESCRIPTION: WYOMING LINCOLN
T25N Rll2W, SEC.1, ALL
T25N Rll2W, SEC.1, ALL
T25N Rll2W, SEC.11, N/2,SW,NWSE
T25N Rll2W, SEC.11, S/2SE,NESE
~J ' ' EXHIBIT "A" PAGE 1
· FONTENELLE STATE 33-36 (491326-341)
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
T26N Rll2W, SEC.36, LOTS 1-2, W/2NE
T26N Rll2W, SEC.36, LOTS 3,4,W/2SE
T26N Rll2W, SEC.36, W/2W/2,E/2N-W,
T26N Rll2W, SEC.36, NESW
T26N Rll2W, SEC.·36, LOTS 3,4,W/2SE,
T26N Rll2W, SEC.36, W/2W/2,E/2NW,
T26N Rll2W, SEC.36, NESW
T26N Rll2W, SEC.36, SESW
T26N Rll2W, SEC.36, SESW
WY-000000~000462~000
WYOMING STATE LAND ANDFARM LOAN OFFICE
N3%ROLD FURST
07/02/1966
BOOK PAGE ENTRY STATE COUNTY
WYOMING LINCOLN
EXHIBIT "A"
HELLWIG #30-8 (491326-364)
LEASE NIJMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
T20N Rll2W, SEC.8: SW/4 & NW/4
PAGE 1
WY-000000-000334-000
BUREAU OF LAND MANAGEMENT
ARDEN R BOLAND
01/01/1966
BOOK PAGE ENTRY STATE COUNTY
000 000 WYOMING LINCOLN '
HELLWIG FED #31-8 (491326-194)
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
T20N Rll2W, SEC.8:
WY-000000-000334-000
BUREAU OF LAND MANAGEMENT
ARDEN R BOLAND
01/01/1966
BOOK PAGE ENTRY STATE COUNTY
· 000 000 WYOMING LINCOLN ~ .......
SW/4 & NW/4
-00455
EXHIBIT ~'A" PAGE 1
LAWLER FEDERAL 1-30,2-30,3-30 (491326-171) LAWLER FEDERAL 4-30 (~91326-235)
LEASE NUMBER: WY-000000-000346-000
LESSOR~ BUREAU OF LAND MANAGEMENT
LESSEE: F.G. GRIGSBY, TRUST FNB-CASPER, TRUSTEE
LEASE DATE: 07/01/1966
RECORDED: BOOK PAGE ENTRY STATE COUNTY
DESCRIPTION: WYOMING LINCOLN
T19N Rll2W, SEC.30: SENW
· ROCKY CROSSING #1-24 (491326-412)
LEASE NUMBER: WY-000000-000296-000
LESSOR: BUREAU OF LAND MANAGEMENT
LESSEE: SARA~{ M. IDEEN
LEASE DATE: 11/01/1963
RECORDED: BOOK PAGE ENTRY STATE COUNTY
000 000 WYOMING LINCOLN
DESCRIPTION:
T19N Rll3W, SEC.12, SW, S/2SE,
T19N Rll3W, SEC.12, NWSE, S/2NW
T19N Rll3W, SEC.12, NWNW
T19N Rll3W, SEC.24, AJLL
'0O456
EX}{IB IT "A"
SHUTE CREEK UNIT (999999-U85)
PAGE 1
LEASE NUMBER: WY-000000-000775-000
LESSOR: BUREAU OF LAND MANAGEMENT
LESSEE: UNKNOWN
LEASE DATE: 01/01/1966
RECORDED: BOOK PAGE ENTRY STATE COUNTY
000 000 WYOMING LINCOLN
DESCRIPTION:
T23N Rll2W, SEC.33: W/2NW, SW, SWSE
LEASE NUMBER: WY-000000-000776-000
LESSOR: BUREAU OF LAND MANAGEMENT
LESSEE: UNKNOWN
LEASE DATE: 01/01/1966
RECORDED: BOOK PAGE ENTRY STATE COUNTY
000 000 WYOMING LINCOLN
DESCRIPTION:
T22N Rll2W, SEC.2: SENE, NESE
T22N Rll2W, SEC.3: LOT 8 SWNW, NWSW
T22N Rll2W, SEC.4: LOTS 5-8 S/2N/2 N/2S/2
EXHIBIT "A"
, PAGE 1
__- SHUTE CREEK UNIT 13-04 (491326-691)
LEASE NUMBER: WY-000000-000776-000
LESSOR: BUREAU OF LAND MANAGEMENT
LESSEE: UNKNOWN
LEASE DATE: 01/01/1966
RECORDED: BOOK PAGE ENTRY STATE
......... , COUNTy
ooo· ooo ~o~i~G - --£~£~ .................
DESCRIPTION:
T22N Rll2W, SEC.2: SENE, NESE
T22N Rll2W, SEC.3: LOT 8 SWNW, NWSW
T22N Rll2W, SEC.4: LOTS 5-8 S/2N/2 N/2S/2
:':,:,:':,l,:,::l:?I:;! ..
EXHIBIT '~A" PAGE
00459
UPRC 229 AMOCO B (491326-145)
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
WY-491323-000471-000
WYOMING STATE LAND AND FARM LOAN OFFICE
MARY ELLEN WINN
10/02/1967
BOOK PAGE ENTRY STATE COUNTY
WYOMING LINCOLN
DESCRIPTION:
T21N Rll2W, SEC.16:
T21N Rll2W, SEC.36:
T21N Rll2W, SEC.36:
ALL
S/2NE, NWNE, NW
NENE
LEASE NUMBER: WY-000000-000296-000
LESSOR: BUREAU OF LAND MANAGEMENT
LESSEE: Si~R3~q M. IDEEN
LEASE DATE: 11/01/1963
RECORDED: BOOK PAGE ENTRY. STATE COUNTY
000 000 WYOMING LINcoLN
DESCRIPTION:
T19N Rll3W, SEC.12, SW, S/2SE,
T19N Rll3W, SEC.12, NWSE, S/2NW
T19N Rll3W, SEC.12, NWNW
T19N Rll3W, SEC.24, ALL
f
00461
PAGE i
WHISKEY BUTTES UNIT (491323-001) (999999-U93)
WHISKEY BUTTES ~116 (491323-010)
SEVEN MILE WASH FED 30-18 (491326-632)
SEVEN MILE WASH FED 20-18 (491326-631)
UV FEDERAL 1-8 (491326-252)
UPRC 290 AMOCO UNIT B (491326-214)
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
WY-000000-000442-000
BUREAU OF LAND MANAGEMENT
DONNA V HELLWIG
04/01/1973
BOOK PAGE ENTRY STATE COUNTY
000 000 WYOMING LINCOLN
s/2 m~/4 & sw/4
DESCRIPTION:
T20N Rll2W, SEC.4,
T20N R112W, SEC.8, E/2
LEASE NTJMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
T21N RlllW, SEC.6: LOTS 8-14; S/2 NE/4;
SW/4; N/2 SE/4; SW/4 SE/4
WY-490020-002505-001
BUREAU OF LAND MANAGEMENT W-0309532
ABKO, INC.
o7/ol/1964
BOOK PAGE ENTRY STATE COUNTY
118 509 WYOMING LINCOLN ......
SE/4 NW/4; E/2
LEASE NLrMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
T21N Rll2W, SEC.32:
WY-491323-000302-000
BUREAU OF LAND MANAGEMENT
F.G. GRIGSBY, TRUST FNB-CASDER, TRUSTEE
09/01/1964
BOOK PAGE ENTRY STATE COUNTY
WYOMING LINCOLN
N/2, NE/4 SW/4
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
T21N Rll2W,
T21N Rll2W,
T21N Rll2W,
WY-491323-000471-000
WYOMING STATE LAND AND FARM LOAN OFFICE
MARY ELLEN WINN
10/02/1967
BOOK PAGE ENTRY STATE COUNTY
WYOMING LINCOLN
SEC.16: ALL
SEC.36: S/2 NE/4, NW/4 NE/4 h~/4
SEC.36: NE/4 NE/4
EXHIBIT "A" PAGE 1
WILSON RANCH FEDERAL 12-2 (491324-011)
WILSON RANCH FEDERAL #12-4 ~491326-659)
LEASE NUMBER: WY-000000-000296-000
LESSOR: BUREAU OF LAND MANAGEMENT
LESSEE: SARAH M. IDEEN
LEASE DATE: 11/01/1963
RECORDED: BOOK PAGE ENTRY STATE COUNTY
DESCRIPTION: 000 000 WYOMING LINCOLN
T19N Rll3W, SEC.12, SW, S/2SE,
T19N Rll3W, SEC.12, NWSE, S/2NW
T19N Rll3W, SEC.12, NWNW
T19N Rll3W, SEC.2,t, ALL
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
WY-000000-001212-000
BUREAU OF LAND MANAGEMENT
SARAH M. IDEEN
11/01/1963
BOOK PAGE ENTRY STATE COUNTY
WYOMING LINCOLN
T19N Rlt3W, SEC.12, NE, NENW, NESE
46'2
LEASE NTJMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
WILSON RANC/{ UNIT (999999-U21)
WY-000000-001212-000
BUREAU OF LAND MANAGEMENT
SARA/~ M. IDEEN
11/01/1963
BOOK PAGE ENTRY STATE COUNTY
%~YOMING LINCOLN
T19N Rll3W, SEC..12, NE, NENW, NESE
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
T20N Rll2W,
WY-000000-001213-000
BUREAU OF LAND MANAGEMENT
MARGARET P. PARTRIDGE
Ol/Ol/1964
BOOK PAGE ENTRY STATE COUNTY
000 000 WYOMING LINCOLN ......
SEC.30, MERIDIAN: , LOT 4 E/2SE, SENE
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
T20N Rll2W, SEC.30, MERIDIAN:
WY-000000-001678-000
BUREAU OF LAND MANAGEMENT
MARGARET p. PARTRIDGE
01/01/1964
BOOK PAGE ENTRY STATE COUNTY
WYOMING LINCOLN
, LOT 3
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
T20N Rll2W,
WY-000000-001679-000
BUREAU OF LAND MANAGEMENT
JAMES F LACOY & MILDRED H LACOY, TRSTES, LACOY FAMILY Tm
04/01/1965
BOOK .PAGE ENTRY STATE COUNTY
.................. . ................................. ~ .................
WYOMING LINCOLN
SEC.30, MERIDIAN: , SESW
EXHIBIT "A" PAGE 1
ZIEGLERS WASH #11-30 (491326-413)
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
T20N Rll2W,
T20N-Rl13W,
WY-000000-000320-000
BUREAU OF LAND MANAGEMENT
JAMES F LACOY & MILDRED H LACOY, TRSTES, LACOY FAMILY TR
04/01/1965
BOOK PAGE ENTRY STATE COUNTY
WYOMING LINCOLN
SEC.30, W/2E/2, E/2NW, NESW
SEC 26, E/2
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
WY-000000-000741-000
BUREAU OF LAND MANAGEMENT
MARGARET P. P/tRTRIDGE
Ol/Ol/~964
BOOK PAGE ENTRY STATE COUNTY
000 000 WYOMING LINCOLN - -
T20N Rll2W, SEC.30, MERI'DIAN: , LOTS 1, 2
LEASE NUMBER: WY-000000-001213-000
LESSOR: BUREAU OF LAND MANAGEMENT
LESSEE: MARGARET P. PARTRIDGE
LEASE DATE: 01/01/1964
RECORDED: BOOK PAGE ENTRY STATE COUNTY
000 000 WYOMING LINCOLN --
DESCRIPTION:
T20N Rll2W, SEC.30, MERIDIAN: , LOT 4 E/2SE, SENE
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
WY-000000-001678-000
BUREAU OF LAND MANAGEMENT
MARGARET p. PARTRIDGE
01/01/1964
BOOK PAGE ENTRY STATE
_ COUNTY
WYOMING LINCOLN
T20N Rll2W, SEC.30, MERIDIAN:
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
T20N Rll2W, SECo30, MERIDIAN:
, LOT 3
WY-000000-001679-000
BUREAU OF LAND MANAGEMENT
JAMES F LACOY & MILDRED H LACOY, TRSTES, LACOY FAMILY TR'
04/01/1965
BOOK PAGE ENTRY STATE
....... COUNTY
WYOMING LINCOLN
, SESW
"-'O0464
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRIPTION:
ZIEGLER'S WASH #1-30 (DAKOTA) (FRONTIER) (491325-001)
WY-000000-000320-000
BUREAU OF LAND MANAGEMENT
JAMES F LACOY & MILDRED H LACOY, TRSTES LACOY FAMILY TR
o4/ol/~9~s '
BOOK PAGE ENTRY STATE COUNTY
WYOMING LINCOLN
T20N Rll2W, SEC.30, W/2E/2, E/2NW, NESW - SUBJ TO COMM AGMT
DATED 1-25-1991.
T20N-Rll3W, SEC 26, E/2 - SUBJECT TO THE REYNARD UNIT
AGREEMENT EFFECTIVE 4-21-1997.
LEASE NUMBER:
LESSOR:
LESSEE:
LEASE DATE:
RECORDED:
DESCRI PTI ON:
WY-000000-000741-000
BUREAU OF LAND MANAGEMENT
MARGARET p. PARTRIDGE
Ol/O~/~9~4
BOOK 'PAGE ENTRY STATE
000 000
T20N Rll2W, SEC.3, LOTS 1, 2 (SUBJ
T20N Rll2W, SEC.3, TO COMM AGMT)
COUNTY
WYOMING LINCOLN