Loading...
HomeMy WebLinkAbout939426 MORTGAGE, DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT AND ASSIGNMENT OF PRODUCTION FROM 00V001 BLACK DIAMOND MINERALS, LLC, AS MORTGAGOR, TO BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT FOR THE BANKS AS MORTGAGEE, OR, ALTERNATIVELY, TO JEFFREY H. RATHKAMP, TRUSTEE FOR THE BENEFIT OF BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT FOR THE BANKS DATED AS OF MAY 9, 2008 THIS MORTGAGE IS, AMONG OTHER THINGS, A FINANCING STATEMENT UNDER THE UNIFORM COMMERCIAL CODE COVERING AS-EXTRACTED COLLATERAL, MINERALS AND THE LIKE (INCLUDING OIL AND GAS), ACCOUNTS RESULTING FROM THE SALE OF AS-EXTRACTED COLLATERAL, MINERALS AND THE LIKE (INCLUDING OIL AND GAS), AND GOODS WHICH ARE, OR ARE TO BECOME, FIXTURES ON THE REAUlMMOV ABLE PROPERTY HEREIN DESCRIBED. THE OIL AND GAS INTERESTS OR ACCOUNTS INCLUDED IN THE MORTGAGED PROPERTY (AS HEREINAFTER DEFINED) WILL BE FlNANCED AT THE WELLHEADS LOCATED ON THE REAL/IMMOVABLE PROPERTY DESCRIBED IN EXHIBIT A ATTACHED HERETO. THIS MORTGAGE IS TO BE RECORDED IN THE REAL ESTATE OR COMPARABLE RECORDS OF THE COUNTY RECORDER OF EACH COUNTY IN EACH STATE IN WHICH IS SITUATED ANY OF THE COLLATERAL COVERED HEREBY. THE REALlIMMOV ABLE PROPERTY SUBJECT HERETO IS DESCRIBED IN EXHIBIT A ATTACHED HERETO. THIS MORTGAGE CONTAINS AFTER ACQUIRED PROPERTY PROVISIONS. MORTGAGOR OWNS A RECORD INTEREST IN THE MORTGAGED PROPERTY. A POWER OF SALE HAS BEEN GRANTED IN THIS MORTGAGE. A POWER OF SALE. WHERE PERMITTED BY LAW. MAY ALLOW MORTGAGEE TO TAKE THE MORTGAGED PROPERTY AND SELL IT WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY THE MORTGAGOR UNDER THIS MORTGAGE. ORGANIZATIONAL IDENTIFICATION NUMBER OF MORTGAGOR: 4239811 RECORDED COUNTERPARTS SHOULD BE RETURNED TO: VINSON & ELKINS L.L.P. 2001 ROSS AVENUE, SUITE 3700 DALLAS, TEXAS 75201 ATTENTION: SUSAN D. HAMILTON RECEIVED 6/2/2008 at 11 :16 AM RECEIVING # '939426 BOOK: 696 PAGE: 1 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY 1396749vl BANI 77/13010 1 MORTGAGE, DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT AND ASSIGNMENT OF PRODUCTION THIS MORTGAGE, DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT AND ASSIGNMENT OF PRODUCTION (this "Mortgage") is from BLACK DIAMOND MINERALS, LLC, a Delaware limited liability company, as Mortgagor ("MortgalZor"), to BANK OF AMERICA, N.A., a national banking association, as Administrative Agent for Banks (as hereinafter defined), and to Jeffrey H. Rathkamp, Trustee ("Trustee") for the benefit of Mortgagee and, in the case of any Hedge Transaction (as defined in the Credit Agreement), for the benefit of the Affiliates (as defined in the Credit Agreement) of any Bank. In its capacity as Administrative Agent for Banks, Bank of America, N.A. is hereinafter referred to as "Mortgagee." The addresses of Mortgagor and Mortgagee are set forth in Section 7.14 hereof. . 000002 R E C I TAL S: WHEREAS, Mortgagor, Mortgagee and Banks are parties to that certain Credit Agreement dated as of May 9, 2008 (the "Credit Agreement"), pursuant to which Banks have agreed to make a revolving credit loan to Mortgagor and issue and participate in Letters of Credit issued on behalf of Mortgagor; and WHEREAS, Banks have required, as a condition to making advances of the proceeds of the Loan under the Credit Agreement, and issuing and participating in letters of credit thereunder, that Mortgagor execute and deliver this Mortgage; and WHEREAS, Mortgagor has determined that valuable benefits will be derived by it as a result of the Credit Agreement and Borrowings to be made by Mortgagor thereunder; and WHEREAS, Mortgagor has further determined that the benefits accruing to it from the Credit Agreement exceed Mortgagor's anticipated liability under this Mortgage. NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, Mortgagor hereby covenants and agrees as follows: ARTICLE 1 DEFINITIONS Section 1.1 Certain Defined Terms. For all purposes of this Mortgage, unless the context otherwise requires: "Accounts and Contract Rights" shall mean all accounts (including accounts in the form of joint interest billings under applicable operating agreements), contract rights and general intangibles of Mortgagor now or hereafter existing, or hereafter acquired by, or on behalf of, Mortgagor, or Mortgagor's successors in interest, relating to or arising from the ownership, operation and development of the Mortgaged Property and to the production, processing, treating, sale, purchase, exchange or transportation of Hydrocarbons produced or to be produced 1396749vl BANI77/ 13010 2 ·lL 000003 ftom or attributable to the Mortgaged Property or·any units or pooled interest units in which all or a portion of the Mortgaged Property forms a part, together with all accounts and proceeds accruing to the Mortgagor attributable to the sale of Hydrocarbons produced from the Mortgaged Property or any units or pooled interest units in which all or a portion of the Mortgaged Property forms a part. "Banks" shall mean the financial institutions which from time to time are parties to the Credit Agreement, and "Bank" shall mean any of such financial institutions. "Commitment" shall mean the Commitments of all Banks in an initial aggregate amount of $150,000,000 as such amount may be reduced from time to time pursuant to the terms of the Credit Agreement. "Credit Agreement" shall mean the Credit Agreement, dated as of May 9, 2008, by and among Mortgagor, Mortgagee and Banks named therein, as the same may be amended or restated from time to time. "Credit Parties" means, collectively, Mortgagor and any Subsidiary of Mortgagor, and "Credit Party" means anyone of the foregoing. "Effective Date" shall mean May 9,2008. "Exhibit A" shall mean, unless specifically indicated otherwise, Exhibit A attached hereto and incorporated herein by reference for all purposes. "Governmental Authority" shall mean any court or governmental department, commission, board, bureau, agency, or instrumentality of any nation or of any province, state, commonwealth, nation, territory, possession, county, parish, or municipality, whether now or hereafter constituted or existing. "Hvdrocarbons" shall mean oil, gas, coalbed methane gas, casinghead gas, drip gasolines, natural gasoline, condensate, distillate and all other liquid or gaseous hydrocarbons produced or to be produced in conjunction therewith, and all products, by-products and all other substances derived therefrom or the processing thereof, and all other minerals and substances, including, but not limited to, sulphur, lignite, coal, uranium, thorium, iron, geothermal steam, water, carbon dioxide, helium and any and all other minerals, ores, or substances of value and the products and proceeds therefrom, including, without limitation, all gas resulting from the in-situ combustion of coal or lignite. "Lands" shall mean the lands described in Exhibit A and shall include any lands, the description of which is contained in Exhibit A or incorporated in Exhibit A by reference to another instrument or document, including, without limitation, all lands described in the Oil and Gas Leases. "Laws" shall mean all applicable statutes, laws, ordinances, regulations, orders, units, injunctions or decrees of any state, commonwealth, nation, territory, possession, county, township, parish, municipality or Governmental Authority. 1396749vl BANI77/ 13010 3 C00004 "Letter of Credit" shall mean letters of credit issued for the account of Mortgagor pursuant to the Credit Agreement. "Letter of Credit Exposure" shall mean Mortgagee's aggregate participation in the unfunded portion and the funded but unreimbursed portion of Letters of Credit outstanding at any time. "Lien" shall mean, with respect to any asset, any mortgage, lien, pledge, charge, financing statement, security interest or encumbrance of any kind in respect of such asset. "Loans" shall mean the revolving credit loan in an aggregate amount outstanding at any time not to exceed the amount of the Commitment then in effect less the amount of the Letter of Credit Exposure then outstanding to be made by Mortgagee to Mortgagor in accordance with the Credit Agreement. "Loan Papers" shall mean the Credit Agreement, the Notes, each Facility Guaranty now or thereafter executed, each Pledge Agreement now or hereafter executed, each Letter of Credit, this Mortgage, any other mortgage or deed of trust at any time hereafter delivered, and all other certificates, documents or instruments delivered in connection with the Credit Agreement, as the foregoing may be amended ftom time to time. "Mortgaged Property" shall have the meaning stated in Article II of this Mortgage. "Net Revenue Interest" shall mean Mortgagor's share of all Hydrocarbons produced from the Lands, after deducting the appropriate proportionate part of all lessors ' royalties, overriding royalties, production payments and other payments out of or measured by production which burden Mortgagor's share of all such production, subject to non-consent provisions contained in operating agreements. "Note" shall mean a promissory note of Mortgagor payable to the order of a Bank evidencing the obligation of Mortgagor to repay to such Bank its Commitment Percentage of the Loan, together with all modifications, extensions, renewals and rearrangements thereof, and "Notes" shall mean all of such Notes. "Obligations" shall mean, collectively, all present and future indebtedness, obligations and liabilities, and all renewals and extensions thereof (regardless of whether such indebtedness, obligations and liabilities are direct, indirect, fixed, contingent, liquidated, unliquidated, joint, several or joint and several), or any part thereof, of each Credit Party to any Bank or to any Affiliate of any Bank (a) arising pursuant to the Loan Papers, and all interest accrued thereon and costs, expenses and reasonable attorneys' fees incurred in the enforcement or collection thereof, or (b) arising under or in connection with any Hedge Transaction entered into between any Credit Party and any Bank or any Affiliate of any Bank; provided that if any Bank or any Affiliate of a Bank ceases to be either a Bank or an Affiliate of a Bank under the Credit Agreement, "Obligations" shall only include indebtedness, obligations, and liabilities, and all renewals and extensions thereof, or any part thereof, of each Credit Party to such Bank or such Affiliate of a Bank that arose from transactions entered into prior to the time of such cessation. I 396749vl BANI77 /13010 4 000005 "Oil and Gas Leases" shall mean oil, gas and mineral leases, oil and gas leases, oil leases, gas leases, other mineral leases, subleases, top leases, any rights resulting in an ownership interest in Hydrocarbons and all operating rights relating to any of the foregoing (whether operated by virtue of such leases, or assignments or applicable operating agreements), and all other interests pertaining to any of the foregoing, including, without limitation, all royalty and overriding royalty interests, production payments and net profit interests, mineral fee interests, and all reversionary, remainder, carried and contingent interests relating to any of the foregoing and all other rights therein, in each case which are described and/or to which reference may be made on Exhibit A and/or which cover or relate to any of the Lands. "Operating Equivment" shall mean all Personal Property and fixtures affixed or situated upon all or any part of the Mortgaged Property, including, without limitation, all surface or subsurface machinery, equipment, facilities or other property of whatsoever kind or nature (excluding drilling rigs, trucks, automotive equipment or other property taken to the premises to drill a well or for other similar temporary uses) now or hereafter located on any of the Lands which are useful for the production, treatment, storage or transportation of oil or gas, including, but not by way of limitation, all oil wells, gas wells, water wells, injection wells, casing, tubing, rods, pumping units and engines, derricks, separators, gun barrels, flow lines, tanks, gas systems (for gathering, treating and compression), water systems (for treating, disposal and injection), power plants, poles, lines, transformers, starters and controllers, machine. shops, tools, storage yards and equipment stored therein, buildings and camps, telegraph, telephone and other communication systems, roads, loading racks and shipping facilities. "Other Liable Party" means any Person, other than Mortgagor (but including each Subsidiary of Mortgagor), who may now or may at any time hereafter be primarily or secondarily liable for any of the Obligations or who may now or may at any time hereafter have granted to Mortgagee or Banks a Lien upon any property as security for the Obligations. "Permitted Encumbrances" means with respect to the Mortgaged Property: (a) Liens securing the Obligations in favor of Mortgagee, Banks or their Affiliates under the Loan Papers; (b) minor defects in title which do not secure the payment of money and otherwise have no material adverse effect on the value or operation of the subject property, and for the purposes of this Mortgage, a minor defect in title shall include (i) those instances where record title to an oil and gas lease is in a predecessor in title to Mortgagor or any of its Subsidiaries, but where Mortgagor or any of its Subsidiaries, by reason of a farmout or other instrument is presently entitled to receive an assignment of its interest or other evidence of title and the appropriate Person is proceeding diligently to obtain such assignment, and (ii) easements, rights- of-way, servitudes, permits, surface leases and other similar rights in respect of surface operations, and easements for pipelines, streets, alleys, highways, telephone lines, power lines, railways and other easements and rights-of-way, on, over or in respect of any of the properties of Mortgagor (or its Subsidiaries, as applicable) that are customarily granted in the oil and gas industry; so long as, with respect to any of such minor defects in title, the same are minor defects which are customary and usual in the oil and gas industry and which are customarily accepted by a reasonably prudent operator dealing with its properties; 1396749vl BANI 77 /13010 5 000006 (c) inchoate statutory or operators' liens securing obligations for labor, services, materials and supplies furnished to Mineral Interests which are not delinquent (except to the extent permitted by Section 8.6 of the Credit Agreement); (d) mechanic's, materialmen's, warehouseman's, journeyman's and carrier's liens and other similar Liens arising by operation of Law, contract or statute in the ordinary course of business which are not delinquent (except to the extent permitted by Section 8.6 of the Credit Agreement); (e) terms and provisions of production sales contracts, gas balancing agreements and operating agreements; provided, that the amount of all Material Gas Imbalances known to any Authorized Officer of Mortgagor and the amount of all production which has been paid for but not delivered shall have been disclosed pursuant to the terms of the Credit Agreement; (f) Liens for Taxes or assessments not yet due or not yet delinquent, or, if delinquent, that are being contested in good faith in the normal course of business by appropriate action, as permitted by Section 8.6 ofthe Credit Agreement; (g) all rights to consent by, required notices to, filings with, or other actions by, Governmental Authorities in connection with the sale or conveyance of Oil and Gas Leases or interests therein if Mortgagor or the applicable Subsidiary is entitled to such consent, the same are customarily obtained subsequent to such sale or conveyance and the appropriate Person is proceeding diligently to obtain such consent, notice or filing and has not been advised and has no reason to believe that such consent will not be forthcoming in a timely manner; (h) the terms and provisions of any of the Oil and Gas Leases and amendments thereto pursuant to which Mortgagor (or its Subsidiaries, as applicable) derives its interests; (i) lease burdens payable to third parties which are granted in the ordinary course of business in the oil and gas industry and which are deducted in the calculation of discounted present value in the reserve reports including, without limitation, any royalty, overriding royalty, carried interest or reversionary working interest and which have been disclosed to the Mortgagee in writing; provided, however, that Mortgagor shall not be required to disclose such lease burdens unless the same are lease burdens which are not customarily and usually found in the oil and gas industry or unless the same are lease burdens which obligate Mortgagor and/or its Subsidiaries, as applicable, in a fashion not customarily and usually found in the oil and gas industry; G) all applicable Laws, rules and orders of Governmental Authorities having jurisdiction over the affairs of Mortgagor; . (k) Liens encumbering assets securing Debt incurred to finance the purchase of such assets, including, without limitation, the interests of a lessor under a Capital Lease, provided, that (i) the principal amount of the Debt secured by a purchased asset shall not exceed one hundred percent (100%) of the purchase price of such asset, (ii) such Liens shall not extend to or encumber any other asset of Mortgagor or any of their respective Subsidiaries, (Hi) such Liens shall attach to such purchased asset substantially simultaneously with the purchase of such asset 1396749vl BANI77I 13010 6 .000007 and (iv) the aggregate amount of all Debt secured by such Liens shall not exceed an amount equal to $100,000; and (I) Liens securing bonding 'obligations (such as plugging and abandonment bonds) issued in the ordinary course of business. "Person" shall mean an individual, a limited liability company, a corporation, a partnership, an association, a trust or any other entity or organization, including a Governmental Authority. "Personal Property" shall mean that portion of the Mortgaged Property that is personal property. "Section" and "Article" shall mean and refer to a section or article of this Mortgage, unless specifically indicated otherwise. "Subiect Interests" shall have the meaning stated in Article 2 of this Mortgage. "Subsidiary" means, for any Person, any corporation or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions (including that of a general partner) are at the time directly or indirectly owned, collectively, by such Person and any Subsidiaries of such Person. "Taxes" shall mean all taxes, assessments, filing or other fees, levies, imports, duties, deductions, withholdings, stamp taxes, capital transaction taxes, foreign exchange taxes or other charges of any nature whatsoever, from time to time or at any time imposed by Law or any Governmental Authority. "Tax" shall mean anyone of the foregoing. "UCC" shall mean the Uniform Commercial Code in effect in each of the jurisdictions where the Mortgaged Property or a portion thereof is situated. "Well Data" shall mean all logs, drilling reports, division orders, transfer orders, operating agreements, contracts and other agreements, abstracts, title opinions, files, records, memoranda and other information in the possession or control of Mortgagor or to which Mortgagor has access relating to the Lands and/or any wells located thereon. Section 1.2 Other Terms. Unless otherwise defined herein, all terms with their initial letter capitalized shall have the meaning given such term in the Credit Agreement. ARTICLE 2 GRANTING CLAUSE; MORTGAGED PROPERTY Mortgagor, for and in consideration of the sum of $10.00 and other good and valuable consideration, in hand paid by Mortgagee, the receipt and adequacy of which are hereby acknowledged and confessed by Mortgagor, and for and in consideration of the debt and purposes hereinafter set forth, to secure the full and complete payment and performance of the 1396749vl BANI 77 /13010 7 000008 Obligations and to secure the performance of the covenants, obligations, agreements and undertakings of Mortgagor hereinafter described, has GRANTED, BARGAINED, WARRANTED, MORTGAGED, ASSIGNED, TRANSFERRED, HYPOTHECATED and CONVEYED, and by these presents does GRANT, BARGAIN, WARRANT, MORTGAGE, ASSIGN, TRANSFER, HYPOTHECATE and CONVEY (i) unto Trustee and Trustee's substitutes or successors, and his and their assigns, or (ii) alternatively, to the extent that any particular jurisdiction wherein a portion of the Mortgaged Property is situated does not recognize, permit or require Mortgagor to mortgage or convey the Mortgaged Property to the Trustee for the benefit of Mortgagee and Banks, then, with respect to the Mortgaged Property located in such particular jurisdiction, unto Mortgagee and Mortgagee's successors in title and assigns for the benefit of Banks, with power of sale, to the extent allowed by law, as herein provided, for the uses and purposes herein set forth, with warranties and covenants of title only to the extent provided herein and in the Credit Agreement, all of Mortgagor's right, title and interest, whether now owned or hereafter acquired, in all of the hereinafter described properties, rights and interests; and, insofar as such properties, rights and interests consist of equipment, as- extracted collateral, general intangibles, accounts, contract rights, inventory, goods, chattel paper, instruments, documents, money, fixtures, proceeds and products of collateral or any other Personal Property of a kind or character defined in or subject to the applicable provisions of the UCC, Mortgagor hereby grants to Mortgagee a security interest therein, whether now owned or hereafter acquired, namely: (a) all of those certain Oil and Gas Leases and Lands and as-extracted collateral from such Oil and Gas Leases and Lands (all such Oil and Gas Leases and Lands and as-extracted collateral being herein called the "Subiect Interests", as hereinafter further defined) which are described in Exhibit A and/or to which reference may be made in Exhibit A and/or which are covered by any of the Oil and Gas Leases described on Exhibit A, but subject to any limitations set forth at said Exhibit A. which Exhibit A is made a part of this Mortgage for all purposes, and is incorporated herein by reference as fully as if copied at length in the body of this Mortgage at this point; (b) all rights, titles, interests and estates now owned or hereafter acquired by Mortgagor in and to (i) any and all properties now or hereafter pooled or unitized with any of the Subject Interests, and (ii) all presently existing or future operating agreements and unitization, communitization and pooling agreements and the units operated thereby to the extent the same relate to all or any part of the Subject Interests, including, without limitation, all units formed under or pursuant to any applicable Laws (the rights, titles, interests and estates described in this paragraph (b) also being included within the term "Subject Interests" as used herein); (c) all presently existing and future agreements entered into between Mortgagor and any third party that provide for the acquisition by Mortgagor of any interest in any of the properties or interests specifically described in Exhibit A or which relate to any of the properties and interests specifically described in Exhibit A; (d) the Hydrocarbons (including inventory) which are in, under, upon, produced or to be produced by or attributable to the Lands; 1396749vl BAN177/1301O 8 (e) the Accounts and Contract Rights; 000009 (f) the Operating Equipment; (g) the Well Data; (h) the rights and security interests of Mortgagor held by Mortgagor to secure the obligation of the first purchaser to pay the purchase price of the Hydrocarbons; (i) all surface leases, rights-of-way, franchises, easements, servitudes, licenses, privileges, tenements, hereditaments and appurtenances now existing or in the future obtained in connection with any of the aforesaid, and all other things of value and incident thereto which Mortgagor may, at any time, have or be entitled; and (j) all and any different and additional rights of any nature, of value or convenience in the enjoyment, development, operation or production, in any wise, of any property or interest included in any of the foregoing clauses, and in all revenues, income, rents, issues, profits and other benefits arising therefrom or from any contract now in existence or hereafter entered into pertaining thereto, and in all rights and claims accrued or to accrue for the removal by anyone of Hydrocarbons from, or other act causing damage to, any of such properties or interests; all the aforesaid properties, rights and interests, together with any and all substitutions, replacements, corrections or amendments thereto, or renewals, extensions or ratifications thereof, or of any instrument relating thereto, and together with any additions thereto which may be subjected to the lien of this Mortgage by means of supplements hereto, being hereinafter called the "Mortgaged Property". Furthermore, the as-extracted collateral, oil and gas interests, or accounts included in the Lands described in Exhibit A hereto will be financed at the wellheads located on such Lands. Subject, however, to (i) Pennitted Encumbrances, and (ii) the condition that neither Mortgagee nor any Bank shall be liable in any respect for the performance of any covenant or obligation of Mortgagor with respect to the Mortgaged Property. TO HAVE AND TO HOLD the Mortgaged Property unto Mortgagee and its successors, legal representatives and assigns, forever, subject to Section 7.3 hereof; to secure, in each such instance, the payment of the Obligations and to secure the performance of the Obligations of Mortgagor contained herein. ARTICLE 3 INDEBTEDNESS SECURED This Mortgage is given to secure the Loan in an initial aggregate amount up to $150,000,000 and all of the Obligations under and as described in the Credit Agreement, including, without limitation, 1396749vl BAN 177 /13010 9 \0000:10 (a) interest on all credit outstanding under the Credit Agreement at the rates provided in the Credit Agreement; (b) the Obligations, including, without limitation, the indebtedness evidenced by that/those certain Note(s) executed by Mortgagor pursuant to the Credit Agreement in aggregate face amount of up to $150,000,000, bearing interest as therein provided and with interest and principal being payable as therein provided; (c) any sums advanced as reasonable expenses or costs incurred by, or on behalf of, Mortgagee (or any receiver appointed hereunder) which are made or incurred pursuant to the terms of this Mortgage or any other Loan Paper, plus interest thereon at the rate set forth in Section 2.5 of the Credit Agreement from the date of advance or expenditure until reimbursed; and (d) all other and additional debts, obligations and liabilities of every kind and character of Mortgagor now existing or hereafter arising in connection with any of the Loan Papers. ARTICLE 4 COVENANTS, REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF MORTGAGOR Mortgagor hereby covenants, represents, warrants and agrees that: Section 4.1 Payment of Indebtedness. Mortgagor will duly and punctually payor cause to be paid when due all of the Obligations. Section 4.2 Warranties. (a) With the exception of Immaterial Title Deficiencies, Mortgagor, to the extent of the interests specified in Exhibit A, has good and defensible title, subject to Permitted Encumbrances, to each property right or interest constituting the Mortgaged Property, and has a good and legal right to make the grant and mortgage made in this Mortgage; (b) Mortgagor's present Net Revenue Interest in the Mortgaged Property is not less than that specified in Exhibit A and if no interest is specified, includes all of its interests however specified in and to the Oil and Gas Leases and Lands described on Exhibit A; and ( c) the Mortgaged Property is free from all Liens other than Permitted Encumbrances. Mortgagor will warrant and forever defend the Mortgaged Property unto Mortgagee and Mortgagee's successors, legal representatives and assigns, against every Person whomsoever lawfully claiming the same or any part thereof by, through or under Mortgagor but not otherwise, and Mortgagor will maintain and preserve the Lien hereby created so long as any of the Obligations remain unpaid. Section 4.3 Further Assurances. Mortgagor will execute and deliver such other and further instruments and will do such other and further acts as in the reasonable discretion of Mortgagee may be necessary or desirable to carry out more effectively the purposes of this Mortgage, including, without limiting the generality of the foregoing, (a) prompt correction of any material defect which may hereafter be discovered in the title to the Mortgaged Property or in the execution and acknowledgment of this Mortgage, any Notes, or any other document used in connection herewith or at any time delivered to Mortgagee in connection with any 1396749vl BANI77 /13010 10 00001.1. Obligations, and (b) prompt execution and delivery of all division or transfer orders that in the reasonable discretion of Mortgagee are needed to transfer effectively the assigned proceeds of production ftom the Mortgaged Property to Mortgagee. Section 4.4 Taxes. To the extent and in the manner required by the Credit Agreement, Mortgagor will promptly pay, or cause to be paid, all Taxes legally imposed upon this Mortgage or upon the Mortgaged Property or upon the interest of Mortgagee therein, or upon the income, profits, proceeds and other revenues thereof. Section 4.5 Ooeration of the Mortf!af!ed Prooertv. So long as the Obligations or any part thereof remains unpaid: (a) Mortgagor shall maintain, develop and operate the Subject Interests in a good and workmanlike manner and will observe and comply in all material respects with all of the terms and provisions, express or implied, of all Oil and Gas Leases relating to the Subject Interests so long as such Oil and Gas Leases are capable of producing Hydrocarbons in paying quantities; (b) Mortgagor shall comply in all material respects with all material contracts and agreements applicable to or relating to the Mortgaged Property or the production and sale of Hydrocarbons therefrom; (c) Mortgagor shall, at all times, maintain, preserve and keep all Operating Equipment used with respect to the Mortgaged Propeliy in proper repair, working order and condition, and make all necessary or appropriate repairs, renewals, replacements, additions and improvements thereto so that the efficiency of such Operating Equipment shall at all times be properly preserved and maintained; provided, that no item of Operating Equipment need be so repaired, renewed, replaced, added to or improved, if Mortgagor shall in good faith determine that such action is not necessary or desirable for the continued efficient and profitable operation of the Subject Interests; (d) Mortgagor shall caus.e the Mortgaged Property to be kept free and clear of all Liens other than Permitted Encumbrances; (e) Mortgagor shall maintain insurance policies as required in the Credit Agreement. All loss payable clauses or provisions in said policy or policies shall be endorsed in favor of and made payable to Mortgagee for the ratable benefit of Banks, as their interests may appear. Subject to Mortgagor's right and duty to perform its obligations under any joint operating agreement pursuant to which such insurance is maintained, Mortgagee for the ratable benefit of Banks shall have the right to collect, and Mortgagor hereby collaterally assigns to Mortgagee for the ratable benefit of Banks, any and all monies that may become payable under any such policies of insurance by reason of damage, loss or destruction of any of the Mortgaged Property, and Mortgagee may, at its election (which election shall be made in the reasonable discretion of Mortgagee with the consent of Banks), either apply for the ratable benefit of Banks all or any part of the sums so collected toward payment of the Obligations, whether or not such Obligations 1396749vl BANI 77 /13010 11 000012 are then due and payable, in such manner as Mortgagee may elect or release same to Mortgagor; and (f) Mortgagor shall not sell, convey, trade or exchange any portion of the Mortgaged Property or any of Mortgagor's rights, titles or interests therein or thereto, except as specifically permitted in the Credit Agreement. Section 4.6 Recordine. Mortgagor will promptly and at Mortgagor's sole cost and expense, record, register, deposit and file this Mortgage and every other instrument in addition or supplemental hereto in such offices and places and at such times and as often as may be necessary to preserve, protect and renew the Lien and security interest hereof as a first Lien and security interest on real or personal property, as the case may be, subject to Permitted Encumbrances, and the rights and remedies of Mortgagee, and otherwise will do and perform all matters or things necessary or expedient to be done or observed by reason of any Law or regulation of any state or of the United States or of any other competent authority, for the purpose of effectively operating, maintaining and preserving the Lien and security interest hereof on the Mortgaged Property, subject to Permitted Encumbrances. Section 4.7 Records. Statements and Reports. Mortgagor will keep proper books of record and account in which complete correct entries will be made of Mortgagor's transactions in accordance with sound accounting principles consistently applied and will, to the extent required by the Credit Agreement, furnish or cause to be furnished to Mortgagee (a) all reports required under the Loan Papers, and (b) such other information concerning the business and affairs and financial condition of Mortgagor as Mortgagee may from time to time reasonably request. Section 4.8 No Government Approvals. Mortgagor warrants that no approval or consent of any Person, with the exception of Banks, is necessary to authorize the execution and delivery of this instrument, or any of the other Loan Papers or the Notes, or to authorize the observance or performance by Mortgagor of the covenants herein or therein contained. Section 4.9 Rieht of Entry. To the extent required by the Credit Agreement, Mortgagor will permit Mortgagee, or the agents or designated representatives of Mortgagee, to enter upon the Mortgaged Property, and all parts thereof, for the purposes of investigating and inspecting the condition and operation thereof. To the extent not otherwise addressed in this Article 4, the representations and warranties set forth in Article VII of the Credit Agreement are incorporated herein by reference as if set forth herein, and each such representation and warranty is true and correct, to the extent applicable to Mortgagor. ARTICLE 5 ADDITIONS TO MORTGAGED PROPERTY Section 5.1 Additions to Mort2a2ed Property. It is understood and agreed that Mortgagor may periodically subject additional properties to the Lien of this Mortgage. In the event that additional properties are to be subjected to the Lien hereof, the parties hereto agree to execute a supplemental mortgage, satisfactory in form and substance to Mortgagee, together with 1396749vl BANI77 /13010 12 ,--- 000013 any security agreement, financing statement or other security instrument required by Mortgagee, all in form and substance satisfactory to Mortgagee and in a sufficient number of executed (and, where necessary or appropriate, acknowledged) counterparts for recording purposes. Upon execution of such supplemental mortgage, all additional properties thereby subjected to the Lien of this Mortgage shall become part of the Mortgaged Property for all purposes. ARTICLE 6 ENFORCEMENT OF THE SECURITY Section 6.1 General Remedies. Upon the occurrence and during the continuance of an Event of Default, Mortgagee may do, or may direct Trustee to do, anyone or more of the following, subject to and in accordance with any applicable provisions of the Credit Agreement and to any mandatory requirements or limitations of applicable Law then in force: (a) Exercise all of the rights, remedies, powers and privileges of Mortgagor or Trustee, respectively, with respect to the Mortgaged Property or any part thereof, give or withhold all consents required therein which with respect to the Mortgaged Property or any part thereof Mortgagor would otherwise be entitled to give or withhold, and perform or attempt to perform any covenants in this Mortgage which Mortgagor is obligated to perform; provided, that, no payment or performance by Mortgagee shall constitute a waiver of any Event of Default, and Mortgagee shall be subrogated to all rights and Liens securing the payment of any debt, claim, Tax or assessment for the payment of which Mortgagee may make an advance or pay; (b) Execute and deliver to such Person or Persons as may be designated by Mortgagee appropriate powers of attorney to act for and on behalf of Mortgagor in all transactions with any federal, state or local agency with respect to any of the Mortgaged Property; (c) Exercise any and all other rights or remedies granted to Mortgagee or Trustee, respectively, pursuant to the provisions of any of the Loan Papers; (d) If Mortgagor has failed to keep or perform any covenant whatsoever contained in any Loan Paper, Mortgagee may, at its option, perform or attempt to perfonn such covenant. Any payment made or expense incurred in the performance or attempted performance of any such covenant shall be a part of the Obligations, and Mortgagor promises, upon demand, to pay to Mortgagee, at the place where the Notes are payable, or at such other place as Mortgagee may direct by written notice, all sums so advanced or paid by Mortgagee, with interest at the rate set forth in Section 2.5 of the Credit Agreement from the date when paid or incurred by Mortgagee. No such payment by Mortgagee shall constitute a waiver of any Default or Event of Default. In addition to the Liens hereof, Mortgagee shall be subrogated to all rights and Liens securing the payment of any debt, claim, Tax or assessment for the payment of which Mortgagee may make an advance, or which Mortgagee may pay; 1396749vl BAN 177 /13010 13 Ü00014 (e) Mortgagee may, as and to the extent provided in the Credit Agreement, without notice, demand, presentment, notice of intent to accelerate or of acceleration, or notice of protest, all of which are hereby expressly waived by Mortgagor and all other parties obligated in any manner whatsoever on the Obligations, declare the entire unpaid balance of the Obligations, or any part thereof, immediately due and payable, and upon such declaration, it shall be immediately due and payable, and the Liens hereof shall then be subject to foreclosure in accordance with applicable Law; (f) Upon the occurrence of an Event of Default, this Mortgage may be foreclosed as to the Mortgaged Properties, -or any part thereof, in any manner permitted by applicable Law. A POWER OF SALE HAS BEEN GRANTED IN THIS MORTGAGE. A POWER OF SALE. WHERE PERMITTED BY LAW. MAY ALLOW MORTGAGEE TO TAKE THE MORTGAGED PROPERTY AND SELL IT WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY MORTGAGOR UNDER THIS MORTGAGE. Mortgagee may, where permitted by Law, request Trustee to proceed with foreclosure, and in such event Trustee is hereby authorized and empowered, and it shall be his or her special duty, upon such request of Mortgagee, and to the extent permitted by applicable Law, to sell all or any part of the Mortgaged Property at one or more sales, as an entirety or in parcels, at such place or places and otherwise in such manner and upon such notice as may be required by applicable Law, or, in the absence of any such requirement, as Trustee or Mortgagee may reasonably deem appropriate, and to make conveyance to the purchaser or purchasers thereof. Any such sale shall be made to the highest bidder or bidders for cash, at the courthouse door of the county wherein the Mortgaged Property is situated; provided, that, if the Mortgaged Property is situated in more than one county, such sale of the Mortgaged Property, or part thereof, may be made in any county wherein any part of the Mortgaged Property is situated. If the Mortgaged Property to be sold is situated in Texas, any such sale shall be made at public outcry, between the hours of ten 0' clock a.m. and four 0' clock p.m. on the first Tuesday in any month, after having given notice of such sale by posting, or causing to be posted, written or printed notice at the courthouse door in the county, or if more than one, then in each of the counties, where the Subject Interests then subject to the Liens of this Mortgage are situated, which notice shall designate the county where the Mortgaged Property (or the part thereof to be sold) will be sold, and which notice shall be posted for at least three consecutive weeks before the day of sale, and Mortgagee shall, at least 21 calendar days preceding the date of sale, serve written notice of the proposed sale by certified mail on Mortgagor or other Person obligated to pay the Obligations according to the records of Mortgagee; and if the Mortgaged Property to be sold is not situated in Texas, then such sale shall be made at public outcry, on the day of any month, during the hours of such day, and after written notices thereof have been publicly posted in such places and for such time periods and all Persons entitled to notice thereof have been sent such notice, all as required by applicable Law. If the applicable Law in force as of the Effective Date hereof should hereafter be amended to require a different notice of sale applicable to sales of property of the nature of the Mortgaged Property under powers of sale conferred by 1396749vl BAN 177 /13010 14 ûOOO1.5 deeds of trust, Trustee may, in his or her sole discretion, to the extent permitted by applicable Law, give either the notice of sale required by applicable Law in effect on the Effective Date or the notice of sale prescribed by the amended Law; and nothing herein shall be deemed to require Mortgagee or Trustee to do, and Mortgagee and Trustee shall not be required to do, any act other than as required by applicable Law in effect at the time of any such sale. After such sale, Trustee shall make to the purchaser or purchasers thereunder good and sufficient deeds, assignments or bills of sale in the name of Mortgagor, conveying or transferring the Mortgaged Property, or any part thereof, so sold to the purchaser or purchasers containing such warranties of title as are customarily given, which warranties shall be binding upon Mortgagor. Sale of a part of the Mortgaged Property shall not exhaust the power of sale, but sales may be made ftom time to time until the Obligations are paid and performed in full. It shall not be necessary to have present or to exhibit at any such sale any of the Personal Property. In addition to the rights and other powers of sale granted under the preceding provisions of this Section 6.1 (t), if any Event of Default has occurred in the payment of any installment of the Obligations, Mortgagee may, subject to, and in accordance with, the applicable provisions of the Credit Agreement, at its option, at once or at any time thereafter while any matured installment remains unpaid, without declaring the entire Obligations to be due and payable, orally or in writing, enforce, or direct Trustee to enforce (as provided by applicable Law), the Liens created by this Mortgage and sell the Mortgaged Property subject to such matured indebtedness and the Liens securing its payment, in the same manner, on the same terms, at the same place and time and after having given notice in the same manner, all as provided in the preceding provisions of this Section 6.1 (f). After such sale, Mortgagee or Trustee (as provided by applicable Law) shall make due conveyance to the purchaser or purchasers. Sales made without maturing the Obligations may be made hereunder whenever there is an Event of Default in the payment of any installment of the Obligations without exhausting the power of sale granted hereby and without affecting in any way the power of sale granted under this Section 6.1(t). the unmatured balance of the Obligations (except. as to any proceeds of any sale which Mortgagee may apply as prepayment of the Obligations), or the Liens securing payment of the Obligations. The sale or sales of less than the whole of the Mortgaged Property shall not exhaust the power of sale herein granted, and Mortgagee or Trustee (as provided by applicable Law) is specifically empowered to make successive sale or sales under such power until the whole of the Mortgaged Property shall be sold. It is intended by each of the foregoing provisions of this Section 6.1 (t) that Mortgagee may, and if applicable, Trustee may, after any request or direction by Mortgagee, sell not only the Subject Interests but also all other items constituting a part of the Mortgaged Property along with the Subject Interests, or any part thereof, all as a unit and as a part of a single sale, or may sell any part of the Mortgaged Property separately from the remainder of the Mortgaged Property. If the proceeds of such sale or sales of less than the whole of such Mortgaged Property shall be less than the aggregate of the Obligations and the expense of enforcing the trust created by this instrument, the Liens of this Mortgage shall remain in full force and effect as to the unsold portion of the Mortgaged Property just as though no sale or sales of less than the whole of the Mortgaged Property had occurred, but Mortgagee shall have the right, at its sole election, to sell, or as applicable, request Trustee to sell, less than the whole of the Mortgaged Property. In the event any questions 1396749v I BAN 177 / 13010 . 15 00001.6 should be raised as to the regularity or validity of any sale hereunder, Mortgagee or Trustee (as provided by applicable Law) shall have the right and is hereby authorized to make resale of said property so as to remove any questions or doubt as to the regularity or validity of the previous sale, and as many resales may be made as may be appropriate. It is agreed that, in any deed or deeds given by Mortgagee or Trustee (as provided by applicable Law), any and all statements of fact or other recitals therein made as to the identity of Mortgagee, or as to the occurrence or existence of any Event of Default, or as to the request to sell, notice of sale, time, place, terms, and manner of sale, and receipt, distribution, and application of the money realized therefrom, or as to the due and proper appointment of a substitute Trustee, and, without being limited by the foregoing, as to any other act or thing having been duly done by Mortgagee or by Trustee, shall be taken by any Governmental Authority as prima facie evidence that the said statements or recitals are true and correct and are without further question to be so accepted, and Mortgagor does hereby ratify and confirm any and all acts that Trustee may lawfully do in the premises by virtue hereof. In the event of the resignation or death of Trustee, or his or her failure, refusal, or inability, for any reason, to make any such sale or to perform any of the trusts herein declared, or, at the option of Mortgagee, without cause, Mortgagee may appoint, in writing, a substitute trustee, who shall thereupon succeed to all the estates, titles, rights, powers, and trusts herein granted to and vest in Trustee. If Mortgagee is a national banking association or a corporation, such appointment may be made on behalf of such Mortgagee by any Person who is then the president, or any vice- president, or the cashier or secretary, or any other authorized officer or agent of Mortgagee. In the event of the resignation or death of any such substitute trustee, or his or her failure, refusal, or inability to make such sale or perform such trusts, or, at the option of Mortgagee, without cause, Mortgagee may appoint successive substitute trustees ftom time to time in the same manner. Wherever herein the word "Trustee" is used, the same shall mean the Person who is the duly appointed Trustee or substitute Trustee hereunder at the time in question. . For Mortgaged Property located in the State of Wyoming, Mortgagee may immediately commence foreclosure proceedings against the mortgaged properties, or any part thereof, at the option of Mortgagee, through judicial proceedings or by advertisement and sale pursuant to Wyoming Statutes 34-4-101, etseq., Wyo.ming Statutes Annotated, 2005 Edition, or such successor or alternative statute in such case made and provided and to sell the mortgaged properties, or any part thereof, or cause the same to be sold in accordance with said statutes in a single parcel or in several parcels at the option of Mortgagee. Notwithstanding anything herein to the contrary, if this Mortgage covers Mortgaged Property located in the State of Wyoming, Mortgagee may at any time, by an instrument in writing, appoint a successor to Trustee, which instrument shall contain the name of Mortgagor, of Trustee and of the Mortgagee, the places of recordation of this instrument in the real property records of any county where it has been recorded, the name and address of the new Trustee, and the date and circumstances of his succession, and a statement confirming that he is currently lawfully serving in that capacity. Such instrument when executed, acknowledged and recorded shall be conclusive proof of the proper substitution of such successor Trustee. Such successor Trustee, without 1396749vl BANI77 1 13010 16 00001.7 conveyance from the 'predecessor Trustee, shall succeed to all of the rights, titles, estates, powers and duties of the predecessor Trustee. In like manner successive successor Trustees may be appointed in place of any prior Trustee or successor. In those jurisdictions which do not recognize, permit or require Mortgagor to mortgage or convey the Mortgaged Property to Trustee for the benefit of Mortgagee, Mortgagee may execute the power of sale contained herein, to the extent permitted by and in accordance with applicable Law. (g) Mortgagee may, or Trustee may, upon written request of Mortgagee, in lieu of or in addition to exercising the power of sale provided for in Section 6.1(f) hereof, proceed by suit or suits, at Law or in equity, to enforce the payment and performance of the Obligations in accordance with the terms hereof, and of the other Loan Papers evidencing it, to foreclose the Liens and this Mortgage as against all or any part of the Mortgaged Property, and to have all or any part of the Mortgaged Property sold under the judgment or decree of a court of competent jurisdiction; (h) To the extent permitted by Law, upon the acceleration of the Obligations under the Credit Agreement, Mortgagee, as a matter of right and without regard to the sufficiency of the Mortgaged Property, and without any showing of insolvency, fraud or mismanagement on the part of Mortgagor, and without the necessity of filing any judicial or other proceeding other than the proceeding for appointment of a receiver, shall be entitled to the appointment of a receiver or receivers of the Mortgaged Property, or any part thereof, and of the income, royalties, revenues, bonuses, production payments, delay rentals, benefits, rents, issues and profits thereof. Mortgagor hereby consents to the appointment of such receiver or receivers and agrees not to oppose any application therefor by Trustee or Mortgagee; (i) Upon the acceleration of the Obligations under the Credit Agreement, Mortgagee may (without notification, if permitted by applicable Law) enter upon the Mortgaged Property, take possession of the Mortgaged Property, and remove the Personal Property, or any part thereof, with or without judicial process, and, in connection therewith, without any responsibility or liability on the part of Mortgagee, take possession of any property located on or in the Mortgaged Property which is not a part of the Mortgaged Property and hold or store such property at Mortgagor's expense. If necessary to obtain the possession provided for in this Section 6.1 (i) , Mortgagee Qr Trustee may undertake any and all remedies to dispossess Mortgagor, including, specifically, one or more actions for forcible entry and detainer, trespass to try title, and restitution; (j) Mortgagee may require Mortgagor to assemble any Personal Property and any other items of the Mortgaged Property, or any part thereof, and make it available to Mortgagee at a place to be designated by Mortgagee which is reasonably convenient to Mortgagor and Mortgagee; (k) Mortgagee may surrender the insurance policies maintained pursuant to Section 8.5 of the Credit Agreement, or any part thereof, and receive and apply the 1396749vl BANI 77 /13010 17 00001.8 unearned premiums as a credit on the Obligations, and, in connection therewith, Mortgagor hereby appoints Mortgagee as the agent and attorney-in-fact for Mortgagor (with full powers of substitution) to collect such premiums, which power of attorney shall be deemed to be a power coupled with an interest and therefore irrevocable until the release of the Liens evidenced by this Mortgage; (1) Mortgagee may retain the Personal Property and any other items of the Mortgaged Property, or any part thereof, in satisfaction of the Obligations whenever the circumstances are such that Mortgagee is entitled to do so under the UCC; (m) Any of the Banks shall have the right to become the purchaser at any sale of the Mortgaged Property held by Trustee or by any court, receiver or public officer, and Mortgagee shall have the right to credit upon the amount of the bid made therefor, the amount payable out of the net proceeds of such sale to any such Bank. Recitals contained in any conveyance made to any purchaser at any sale made hereunder shall conclusively establish the truth and accuracy of the matters therein stated, including, without limiting the generality of the foregoing, nonpayment of the unpaid principal sum of, interest accrued on, and reasonable fees payable in respect of, the Obligations after the same have become due and payable, and advertisement and conduct of such sale in the manner provided herein or appointment of any successor Trustee hereunder; (n) Mortgagee and any of the Banks may buy any Personal Property and any other items of the Mortgaged Property, or any part thereof, at any private disposition if the Mortgaged Property or the part thereof being disposed of, is a type customarily sold in a recognized market or a type which is the subject of widely distributed standard price quotations; and (0) Mortgagee shall have and may exercise any and all other rights which Mortgagee may have under the UCC, by virtue of the Loan Papers, at law, in equity or otherwise; provided, that Mortgagee shall have no obligation to do or refrain from doing any of the acts, or to make or reftain from making any payment, referred to in this Section 6.1. Section 6.2 ·Foreclosure bv Judicial Proceedin2s. Upon the occurrence and during the continuance of an Event of Default, Mortgagee may proceed, or may direct Trustee to proceed, where permitted by Law, by a suit or suits in equity or at law, whether for a foreclosure hereunder, or for the sale of the Mortgaged Property, or for the specific performance of any covenant or agreement herein contained or in aid of the execution of any power herein granted, or for the appointment of a receiver pending any foreclosure hereunder or the sale of the Mortgaged Property, or for the enforcement of any other appropriate legal or equitable remedy. Section 6.3 Receipt to Purchaser. Upon any sale by virtue of judicial proceedings, the receipt of the officer making such sale under judicial proceedings shall be sufficient discharge to the purchaser or purchasers at any sale for his or their purchase money, and such purchaser or purchasers, or his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of such officer therefor, be obligated to see to 1396749vl BANI77 /13010 18 00001.9 the application of such purchase money, or be m any way answerable for any loss, misapplication or non-application thereof. Section 6.4 Effect of Sale. Any sale or sales of the Mortgaged Property or portions thereof where permitted by Law, shall operate to divest all right, title, interest, claim and demand whatsoever either at law or in equity, of Mortgagor of, in and to the premises and the property sold, and shall be a perpetual bar, both at law and in equity, against Mortgagor, and Mortgagor's successors, legal representatives or assigns, and against any and all Persons claiming or who shall thereafter claim all or any of the property sold by, through or under Mortgagor, or Mortgagor's successors, legal representatives and assigns. Nevertheless, Mortgagor, if requested by Mortgagee to do so, shall join in the execution and delivery of all proper conveyances, assignments and transfers of the properties so sold. Section 6.5 Application of Proceeds. The proceeds of any sale of the Mortgaged Property, or any part thereof shall be applied in the manner required by the Credit Agreement. Section 6.6 Mort2:a2:or's Waiver of Appraisement. Marshallin2:. etc. Ri2:hts. Mortgagor agrees, to the full extent that Mortgagor may lawfully so agree, that Mortgagor will not at any time, insist upon or plead or, in any manner whatsoever, claim the benefit of any stay, extension or redemption Law now or hereafter in force, in order to prevent or hinder the enforcement or foreclosure of this Mortgage or the absolute sale of the Mortgaged Property or any portion thereof or the possession thereof by any purchaser at any sale made pursuant to any provision hereof, or pursuant to the decree of any court of competent jurisdiction; but Mortgagor, and all who may claim through or under Mortgagor, so far as Mortgagor or those claiming through or under Mortgagor now or hereafter lawfully may, hereby waives the benefit of all such Laws. Mortgagor and all who may claim through or under Mortgagor, waive, to the extent that Mortgagor or those claiming through or under Mortgagor may lawfully do so, any and all rights to appraisement and any and all right to have the Mortgaged Property marshaled upon any foreclosure of the lien hereof, or sold in inverse order of alienation, and agree that any court having jurisdiction to foreclose such Lien may sell the Mortgaged Property as an entirety. If any Law in this Section 6.6 referred to and now in force, of which Mortgagor or Mortgagor's successor or successors might take advantage despite the provisions hereof, shall hereafter be repealed or cease to be in force, such Law shall not thereafter be deemed to constitute any part of the contract herein contained or to preclude the operation or application of the provisions of this Section 6.6. Section 6.7 Mineral Leasin2: Act. Notwithstanding any other provisions of this Mortgage, any Oil and Gas Leases covered by this Mortgage which are subject to the Mineral Leasing Act of 1920, as amended, and the regulations promulgated thereunder, shall not be sold or otherwise disposed of to any party other than citizens of the United States, or to associations of such citizens or to any corporation organized under the Laws of the United States, or any state or territory thereof that are qualified to own or control interests in such Oil and Gas Leases under the provisions of such Act and regulations, or to persons who may acquire ownership or interest in such Oil and Gas Leases under the provisions of 30 US.C. § 184(g), if applicable, as such Act or regulations are now or may be from time to time in effect. 1396749vl BAN 177 I 13010 19 000020 Section 6.8 Costs and Expenses. All reasonable costs, expenses (including reasonable attorneys' fees) and payments incurred or made by Mortgagee in protecting and enforcing its rights hereunder, shall constitute a demand obligation owing by Mortgagor to the party incurring such or making such costs, expenses or payments and shall bear interest at a rate per annum equal to the rate set forth in Section 2.5 of the Credit Agreement, all of which shall constitute a portion of the Obligations. Section 6.9 Operation of the Morteaeed Property bv Morteaeee. Upon the occurrence and during the continuance of an Event of Default and the acceleration of the Obligations under the Credit Agreement, and in addition to all other rights herein conferred on Mortgagee, Mortgagee (or any Person designated by Mortgagee) shall, to the extent permitted by applicable Law, have the right and power, but not the obligation, to enter upon and take possession of any of the Mortgaged Property, and to exclude Mortgagor, and Mortgagor's agents or servants, wholly therefrom, and to hold, use, administer, manage and operate the same to the extent that Mortgagor shall be at the time entitled to do any of such things and in Mortgagor's place and stead. Mortgagee (or any Person designated by Mortgagee) may operate the same without any liability or duty to Mortgagor in connection with such operations, except to use ordinary care in the operation of such Mortgaged Property, and Mortgagee or any Person designated by Mortgagee, shall have the right to collect and receive all Hydrocarbons produced and sold from the Mortgaged Property, to make repairs, purchase machinery and equipment, conduct workover operations, drill additional wells and to exercise every power, right and privilege of Mortgagor with respect to the Mortgaged Property. When and if such expenses of such operation and development (including costs of unsuccessful workover operations or additional wells) have been paid and the Obligations paid, such Mortgaged Property shall, if there has been no sale or foreclosure thereof, be returned to Mortgagor. ARTICLE 7 MISCELLANEOUS Section 7.1 Advances bv Morteaeee. Each and every covenant herein contained shall be performed and kept by Mortgagor solely at Mortgagor's expense. If Mortgagor shall fail to perform or keep any of the covenants of whatsoever kind or nature contained in this Mortgage, Mortgagee or any receiver appointed hereunder, may, but shall not be obligated to, make advances to perform the same on Mortgagor's behalf, and Mortgagor hereby agrees to repay such sums upon demand plus interest at a rate per annum equal to the rate set forth in Section 2.5 of the Credit Agreement. No such advance shall be deemed to relieve Mortgagor from any Event of Default hereunder. Section 7.2 Defense of Claims. Mortgagor will notify Mortgagee, in writing, promptly of the commencement of any legal proceedings of which Mortgagor has notice affecting or which could adversely affect the Lien hereof or the status of or title to the Mortgaged Property, or any material part thereof, and will take such action, employing attorneys agreeable to Mortgagee, as may be necessary to preserve Mortgagor's or Mortgagee's rights affected thereby; and should Mortgagor fail or refuse to take any such action, Mortgagee may take such action on behalf and in the name of Mortgagor and at Mortgagor's sole cost and expense. Moreover, upon the occurrence and during the continuance of an Event of Default, Mortgagee 1396749vl BAN 177 /13010 20 000021 may take such independent action in connection therewith as it may, in its sole discretion, deem proper without any liability or duty to Mortgagor except to use ordinary care, Mortgagor hereby agreeing that all sums advanced or all reasonable expenses incurred in such actions plus interest at a rate per annum equal to the rate of interest set forth in Section 2.5 of the Credit Agreement, will, on demand, be reimbursed to Mortgagee or any receiver appointed hereunder. Section 7.3 Defeasance. If the Obligations shall be paid and discharged in full, then, and in that case only, this Mortgage shall be null and void and the interests of Mortgagor in the Mortgaged Property shall become wholly clear of the Lien created hereby, and such Lien shall be released in due course at the cost of Mortgagor. Mortgagee will, at Mortgagor's sole expense, execute and deliver to Mortgagor all releases and other instruments reasonably requested of the Lien created hereunder. Otherwise, this Mortgage shall remain and continue in full force and effect. Notwithstanding anything to the contrary contained in this Mortgage, if this Mortgage covers Mortgaged Property located in the State of Wyoming and the Obligations shall have been paid and discharged in full, then, and in that case only, this Mortgage shall be null and void and the interests of Mortgagor in the Mortgaged Property shall become wholly clear of the Lien created hereby, and such Lien shall be released in due course at the cost of Mortgagor. Within thirty (30) days after receipt by certified or registered mail a request in writing by Mortgagor for the discharge or release of the Mortgage, Mortgagee will, at Mortgagor's sole expense, execute and deliver to Mortgagor all releases and other instruments reasonably requested of the Lien created hereunder. Otherwise, this Mortgage shall remain and continue in full force and effect. Section 7.4 Renewals. Amendments and Other Security. Renewals and extensions of the Obligations may be given at any time and amendments may be made to this Mortgage, the Loan Papers and any other agreements relating to any part of the Obligations, and Mortgagee may take or may hold other security for the Obligations. Any amendment of this Mortgage shall be by written instrument and need be executed only by the party against whom enforcement of such amendment is asserted. Mortgagee may resort first to such other security or any part thereof or first to the security herein given or any part thereof, or from time to time to either or both, even to the partial or complete abandonment of either security, and such action shall not be a waiver of any rights conferred by this Mortgage, which shall continue as a first Lien and security interest upon the Mortgaged Property, subject to Permitted Encumbrances, not expressly released until all Obligations secured hereby are fully paid. Section 7.5 Instrument and Assienment. etc. This Mortgage shall be deemed to be and may be enforced from time to time as an assignment, chattel mortgage, contract, financing statement, real estate mortgage, pledge or security agreement, and rrom time to time as anyone or more thereof; and to the extent that any particular jurisdiction wherein a portion of the Mortgaged Property is situated does not recognize or permit Mortgagor to grant, bargain, sell, warrant, mortgage, assign, transfer, hypothecate or convey Mortgagor's rights, titles and interests to Trustee for the benefit of Mortgagee in the manner herein adopted, then, with respect to the Mortgaged Property located in such jurisdiction, Mortgagor does hereby grant, bargain, sell, warrant, mortgage, assign, transfer, hypothecate and convey unto Mortgagee, the Mortgaged Property to secure the Obligations. J396749vl BAN 177 / 13010 21 000022 Section 7.6 Limitation on Interest. Regardless of any provision contained in this Mortgage or any of the other Loan Papers, Mortgagee and Banks shall never be entitled to receive, collect, or apply, as interest on the Loan or other Obligations, any amount in excess of the Maximum Lawful Rate, and in the event Mortgagee ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Loan is paid in full, any remaining excess shall promptly be paid to the Mortgagor. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Mortgagor and Banks shall, to the extent permitted under applicable Law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effect thereof, and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the Loan and the Notes, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Loan and the Notes; provided, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received fQr the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Mortgagor the amount of such excess and, in such event, Banks shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate. Section 7.7 Unenforceable or InaDDlicable Provisions. If any prOVISIon of this Mortgage or in any of the other Loan Papers is invalid or unenforceable in any jurisdiction, the other provisions hereof or of any of the other Loan Papers shall remain in full force and effect in such jurisdiction, and the remaining provisions hereof shall be literally construed in favor of Mortgagee in order to effectuate the provisions hereof, and the invalidity of any provision hereof in any jurisdiction shall not affect the validity or enforceability of any such provision in any other jurisdiction. Section 7.8 Ri2hts Cumulative. Each and every right, power and remedy herein given to Mortgagee shall be cumulative and not exclusive; and 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 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 and 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 7.9 Waiver bv Mort2a2ee. Any and all covenants in this Mortgage may, from time to time, by instrument in writing signed by Mortgagee, be waived to such extent and in such manner as Mortgagee may desire, but no such waiver shall ever affect or impair Mortgagee's rights and remedies or Liens hereunder, except to the extent specifically stated in such written instrument. Section 7.10 Successors and Assi2ns. This Mortgage is binding upon Mortgagor, and Mortgagor's heirs, devisees, successors, personal and legal representatives and assigns, and shall 1396749vl BANI77/ 13010 22 000023 inure to the benefit of Mortgagee and Trustee, and their successors, legal representatives and assigns, and the provisions hereof shall likewise be covenants running with the Lands. Section 7.11 Article and Section Headine:s. The article and section headings in this instrument are inserted for convenience and shall not be considered a part of this Mortgage or used in its interpretation. Section 7.12 Counterparts. This Mortgage may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original, and all of which are identical except that, to facilitate recordation in any particular county, counterpart portions of Exhibit A which describe properties situated in counties other than the county in which such counterpart is to be recorded may be omitted. Section 7.13 Special Filine: as Financine: Statements. This Mortgage shall likewise be a security agreement and a financing statement by virtue of Mortgagor, as debtor, granting to Mortgagee, its successors, legal representatives and assigns, as secured party, a security interest in all personal property, fixtures, as-extracted collateral, accounts, contract rights, general intangibles, inventory, goods, chattel paper, instruments, documents and money described or referred to in granting clauses (a) through (j) of Article 2 hereof and all proceeds and products from the sale, lease or other disposition of the Mortgaged Property or any part thereof. The addresses shown in Section 7.14 hereof are the addresses of Mortgagor, as debtor and Mortgagee, as secured party and information concerning the security interest may be obtained from Mortgagee, as secured party at its address. Without in any manner limiting the generality of any of the foregoing provisions hereof: (a) some portion of the goods described or to which reference is made herein are or are to become fixtures on the Lands described or to which reference is made herein; (b) the minerals, as-extracted collateral, and the like (including oil and gas) included in the Mortgaged Property and the accounts resulting from the sale thereof will be financed at the wellhead(s) or minehead(s) of the welles) or mine(s) located on the Lands described or to which reference is made herein; and (c) this Mortgage is to be filed of record, among other places, in the real estate records of each county in which the Lands, or any part thereof, are situated, as a financing statement, but the failure to do so will not otherwise affect the validity or enforceability oftms instrument. Section 7.14 Notices. Whenever this Mortgage requires or permits any consent, approval, notice, request or demand from one party to another, such consent, approval, notice or demand shall, unless otherwise required under applicable Laws, be given in accordance with the provisions of the Credit Agreement, addressed to the party to be notified at the address stated below (or such other address as may have been designated in accordance with the provisions of the Credit Agreement): MORTGAGOR-DEBTOR MORTGAGEE-SECURED PARTY Black Diamond Minerals, LLC 1600 Stout Street, Suite 1350 Denver, Colorado 80202 Attn: Ward Giltner Telecopy No.: (303) _-_ Bank of America, N.A. 1 00 Federal Street, MA5 -100-11-02 Boston, Massachusetts 02110 Attn: Jeffrey H. Rathkamp 1396749vl BANI77/ 13010 23 000024 Section 7.15 GOVERNING LAW. THIS MORTGAGE, THE NOTES AND THE OTHER LOAN PAPERS SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AND THE LAWS OF THE UNITED STATES OF AMERICA, EXCEPT TO THE EXTENT THAT THE LAWS OF ANY STATE IN WHICH THE MORTGAGED PROPERTY IS LOCATED NECESSARILY GOVERNS THE VALIDITY, PERFECTION, PRIORITY AND ENFORCEABILITY, AND THE EXERCISE OF ANY REMEDIES WITH RESPECT TO ANY LIEN OR SECURITY INTEREST INTENDED TO BE CREATED HEREBY ON THE MORTGAGED PROPERTY LOCATED IN SUCH STATE. Section 7.16 Future Advances: Maximum Secured Amount. This Mortgage covers not only the proceeds of the Loan, but all advances hereafter made by Banks to or for the benefit of Mortgagor (the "Future Advances"), including, without limitation, any amounts advanced by Banks in satisfying, on Mortgagor's behalf, any of the Obligations, and any advances made in accordance herewith by Mortgagee to protect its security, and any other advances by Mortgagee which shall not, in the aggregate exceed $225,000,000. The maximum amount secured hereby may be advanced and repaid, and again advanced and repaid from time to time, in Banks' sole and absolute discretion, and this Mortgage shall become enforceable upon recording and shall have priority over all other parties whose rights arose after the recording hereof, with respect to all funds advanced by Banks to Mortgagor, regardless of whether such funds were advanced before or after the arising of such other party's rights. Nothing herein shall be interpreted as requiring Banks to make any Future Advances hereunder. The maximum amount secured by this Mortgage at anyone time shall be $225,000,000. Section 7.17 Annexed Properties. Executed original counterparts of this instrument are to be filed for record in the records of the jurisdictions wherein the Mortgaged Property is situated, and may have anriexed thereto as Exhibit A, only the portions or divisions containing specific descriptions of the Mortgaged Property relating to the Lands located in such jurisdictions. Whenever a recorded counterpart of this instrument contains specific descriptions which are less than all of the descriptions contained in any full counterpart lodged with Mortgagee, the omitted descriptions are hereby included by reference in such recorded counterpart as if each recorded counterpart conformed to any full counterpart lodged with Mortgagee. Section 7.18 Other Liable Party. Neither this Mortgage nor the exercise by Mortgagee or the failure of Mortgagee to exercise any right, power or remedy conferred herein or by Law shall be construed as relieving any Other Liable Party from liability on the Obligations or any deficiency thereon. This Mortgage shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased or irrespective of the validity or enforceability of any other Loan Paper to which Mortgagor or any Other Liable Party may be a party, and notwithstanding the reorganization, death, incapacity or bankruptcy of any Other Liable Party, and notwithstanding the reorganization or bankruptcy or other event or proceeding affecting any Other Liable Party. I 396749vl BANI77/ 13010 24 ARTICLE 8 000025 ASSIGNMENT OF PRODUCTION Section 8.1 Assienment. For the purpose of further securing the Obligations and the performance of Mortgagor's covenants hereunder, Mortgagor does hereby TRANSFER, ASSIGN, AND CONVEY unto Mortgagee any and all ofthe interests of Mortgagor in and to the Hydrocarbons that may be produced from, or attributable to, the Mortgaged Property together with the proceeds of the sale thereof and attributable thereto on and after the Effective Date. This assignment is made upon the following terms and conditions: (a) pipeline companies and others purchasing the oil, gas, minerals and other substances listed above produced and to be produced from the Mortgaged Property are hereby authorized and directed to pay directly to Mortgagee the interests of Mortgagor in and to the proceeds of the sale of the oil, gas, minerals and other substances listed above produced, to be produced and attributable to the Mortgaged Property, and to continue such payments until they have been furnished with a release hereof executed in writing by Mortgagee, and the receipt of Mortgagee for monies so paid to it shall be a full and complete release, discharge and acquittance to any such pipeline company or other purchaser, to the extent of all amounts so paid, (b) Mortgagee is hereby authorized to receive and collect the proceeds of the sale of the oil, gas, minerals and other substances listed above assigned to it hereunder, and to apply the funds so received first toward the payment of the expenses, if any, incurred in the collection thereof, then in such order as Mortgagee, in its sole discret~on, shall elect toward the payment of the Obligations, any balance remaining after the full and final payment of the Obligations to be held subject to the order of Mortgagor, (c) Mortgagee shall have the right, at its sole option, at any time, and from time to time, to release to, or on the order of, Mortgagor all or any portion of the funds assigned to Mortgagee hereunder, and no such releases shall affect or impair the Lien of this Mortgage or the validity and effect of the assignment contained in this Article 8, (d) Mortgagee shall never be under any obligation to enforce the collection of the funds assigned to it hereunder, nor shall it ever be liable for failure to exercise diligence in the collection of such funds, but it shall only be accountable for the sums that it shall actually receive, (e) Mortgagor covenants to cause all pipeline companies or other purchasers of the oil, gas, minerals and other substances listed above produced ftom and attributable to said property, to pay promptly to Mortgagee, at the office of Mortgagee at the address of Mortgagee stated above, the interests of Mortgagor in and to the proceeds of the sale thereof, and (f) upon the full and final payment of the Obligations, Mortgagee, at the request of Mortgagor, and at Mortgagor's sole cost and expense, shall execute and deliver to Mortgagor a reassignment hereof, without recourse, representations or warranties. Notwithstanding the foregoing provisions of this Section 8.1, so long as no Event of Default has occurred and shall be continuing, Mortgagor may continue to receive from the purchasers of production, all such Hydrocarbons and proceeds of the sale thereof, subject, however, to the Liens created under this Mortgage. Upon the occurrence and during the continuance of an Event of Default, Mortgagee may exercise all rights and remedies granted hereunder, including, without limitation, the right to obtain possession of all Hydrocarbons and proceeds of the sale thereof then held by Mortgagor or to receive directly from the purchasers all other Hydrocarbons and proceeds of the sale thereof. Section 8.2 Power of Attornev. In consideration of the Loan evidenced by the Notes, Mortgagor hereby designates and appoints Mortgagee as Mortgagor's true and lawful agent and 1396749vl BANI77/ 13010 25 000026 attorney-in-fact (with full power of substitution, either generally or for such limited periods or purposes as Mortgagee may, from time to time, prescribe), with full power and authority, for and on behalf and in the name of Mortgagor, upon the occurrence and during the continuance of an Event of Default, to execute, acknowledge and deliver all such division orders, transfer orders, certificates and any and all other documents of every nature as may, from time to time, be necessary or proper to effectuate the intent and purpose of the assignment contained in Section 8.1 hereof. Mortgagor shall be bound thereby as fully and effectively as if Mortgagor had personally executed, acknowledged and delivered any such division order, transfer order, certificate or other documents. The powers and authorities herein conferred on Mortgagee may be exercised by Mortgagee through any person who, at the time of the execution of a particular instrument, is the president, a senior vice-president or a vice-president of Mortgagee. The power of attorney conferred by this Section 8.2 is granted for a valuable consideration and hence is coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid. All Persons dealing with Mortgagee, any officer thereof above designated or any substitute thereof, shall be fully protected in treating the powers and authorizations conferred by this paragraph as continuing in full force and effect until advised by Mortgagee that all of the Obligations are fully and finally paid. (signature page to immediately follow) 1396749vl BAN 177 / 13010 26 000027 IN WITNESS WHEREOF, Mortgagor, acting by and through its duly authorized officer, has executed this Mortgage on the date of its acknowledgment. BLACK DIAMOND MINERALS, LLC, a Delaware limited liability company ~~e: J¡Ç¿ fJ!:- Title: ¿¡CD The address of Mortgagor is: 1600 Stout Street, Suite 1350 Denver, Colorado 80202 Attn: Ward Giltner Telecopy No.: (303) 346-4893 The address of Mortgagee is: 100 Federal Street MA5-100-11-02 Boston, Massachusetts 02110 Attn: Jeffrey H. Rathkamp This instrument prepared by: Susan D. Hamilton Vinson & Elkins L.L.P. 2001 Ross Avenue, Suite 3700 Dallas, Texas 75201 [Signature Page] ACKNOWLEDGMENT FOR MORTGAGOR 000028 STATE OF COLORADO COUNTY OF DENVER § § § My Commission Expires 04/17/2009 ~(fh ~ Notary Public, State of Colorado [Signature Page] 1396749vt 000029 EXHIBIT A (to be attached hereto) BAN 177 /13010 < . I- m :E >< w ~ - - --- w w § en II) B J en Qj ~ E w II) II) II) II) ...I " ð c: c: iij 0.. c: c: C ië iü .t: .t: ië " :g ~ < II) J: <0 J: < U <0 " a: Õ "") "") "") III Q) "") "") ~ ~ z ~ 11 :e " 11 ãj ~ " " Q) Q) a w ~ Q) ~ ~ 'C ~ iü .t: ~ æ iij :; -g, .Q 1:: := >. ~ III " " ~ <0 Q) " " " " 0 0.. W Ü W (! (! W W W W (! z ë a: ~I'- 0 C\I IX) V .,.... I'- ~ ~ <0 ~ ¡;¡ o . ~ ~ Il1 ~ .,.... .,.... ~ 00 ..;;tj v .,.... .,.... .,.... .,.... WII. Il1I'- Iii Iii Ú'Í Ú'Í IÖ IÖ IÖ IÖ $ :2 $ a:~ Il1IX) g Il1 C\I Il1 Il1 Il1 Il1 Il1 C\I.,.... C\I C\I C\I C\I C\I C\I C\I C\I C\I C\I ~ Pi IX) ~ C\I C\Ì ~ I'- ~ N .,.... (/) C\Ì C\I IX) ~ ìIJ Œi 0 <0 as z ~ z z 0 < 0 ~ Z I'- Pi ¡:: < <0. 0.. I'- æ v ..¡ ~ (/) LÖ Il1 0 ~~ Œi ~~ v ~5 ~~ ~~ (/)vW (/) :!:z :!::!: :!:ìIJ ~1D ~~ ~~ :!:f-:!:z~~ w ~z ~~ I'-(/) I'-...J ~9 ~(/) ~oztl1OJ 0 OJ .. ~ .. a: .. OJ .. OJ .. OJ .. OJ ,. ~ .. a: .. a:~';¡:C\la:N a:;;tj a:;;tj .~ a:~ a:o a:g a:o a: .. a:v a:v .;;tj 0 ZM z; zC\l zC\l zC\l .. ...,. -- C'\J .. (") ~ Zu Zu Zu Zu .,....u Zu ou .,....u .,....u Zu Zuuuzu @W @W @W @W C\lW (\jw @W C\lW C\lW C\lW @W @www(\jw ...I f-(/) f-(/) f-(/) f-(/) f-(/) f-(/) f-(/) f-(/) f-(/) f-(/) f-(/) f-(/)(/)(/)f-(f. 0 § 8 § § I§ 8 ~ 0 8 8 8 enen§ § C\l ¡g~ci 0 <0 0 I'- 0 0 I'- g ~ g g ~ ¡¡j (') ¡¡j ci ~ o:i a:o<O C\I C\l IX) ClcC""" .,.... C\l .,.... .,.... M .,.... M M <0 I~ Ig .,.... .,.... M I~ :~ frl C\l C\l C\l C\I Il1 g¡ Il1 g¡ Il1 Il1 g¡ Ww OJ OJ OJ OJ OJ OJ OJ OJ ..... .,.... .,.... .,.... .,.... .,.... .,.... .,.... .,.... .,.... .,.... .,.... enf- ..... ..... ..... ..... ;:: -. ..... ..... ..... -. ~ ~ .,.... .,.... ~ .,.... .,.... .,.... ~ ~ .,.... cCcC ..... ;:: ..... ;:: ;:: ;:: ..... ~o .,.... .,.... .,.... .,.... .,.... .,.... .,.... < OJ c;; OJ I'- C\l C\l OJ V OJ I'- M M (') C\l ~ g ;;; '<t <0 ;::: ;::: fò OJ w (') ~ <0 <0 IX) Il1 ¡;¡ C\l Õ Õ Õ Õ Õ Õ IX) õ :i C\l ~ 0 .,.... ~ Il1 0 ~ ~ ~ ~ ~ ~ ~ ~ C\l OJ Õ z 0 0 ~ >- w :!: :!: :!: :!: :!: :!: :!: :!: :!: :!: en cC < < < < < < < < < < < < w (/) (/) (/) (/) (/) (/) (/) (/) (/) (/) (/) (/) ...I :J :J :J :J :J :J :J :J :J :J :J :J a: w !XI :æ :J § § 8 § 0 0 § § § § 0 § z 8 8 8 w 0 en ~ g C\Ì ..¡ Iri ~ r-: ~ oi .,.... (') ..¡ cC ~ ~ ~ ~ ~ a; c;; c;; W Il1 Il1 Il1 Il1 Il1 Il1 Il1 Il1 Il1 Il1 Il1 Il1 ...I 0 0 0 0 0 0 0 ð5 ð5 ð5 0 0 IX) IX) IX) IX) IX) IX) IX) IX) IX) ~ I- m :f x w a: ...J>. - c: = ." '" c- W Q¡ 8 W ~ Cl.€U en ~ E c: -e en Q) 5 æ Q) 'õ. .2 -;;: ~ ì5ì Q¡ W " -" ." ...I c: '" > iü .s:: õ Q¡ì5ì~¡ :> Q¡ :¡ ü ü ~ ...I « en " €Q¡WCl. « ...J c: :2 a: en J: Z ." « '" ~ lÍi'1: ë ¡; ãi 1:: -" 'E 8! Q) 2 'ë'ë~ ~ 'C: Q) Q "£: ã: .c .c c: u ~ ." ¡¡; ." 0 ~ c: .s:: Q) Q) >- Q) 0 C!J a: u.. :> ..., U ;¡: :2:2.cC!J C!J Z ë 8 0>'" a: ~ ~ r-- o . "<t (\j 0> "<to> uf! ... C\ CD ":'":~ ~ :8 a: åi ~ åi a: CDr-- Wz N pj ð::~ a:_ N N Z CO) N Z ow i I-J: J:I- I-Z CO) a: a:- wJ: wJ:·z ú5 ° - en I- (/)1-;:0> wj~ «Cl.w "<t«fb·... ccwJ: ùJcc ° tBr-:. J:-W W°l- =<:~«~;: I-a:(/) J:« u..ou.. I-!;¡:ð~~ ~6!;¡:~b3 OJ:O I-"<t . ~001-1- 1-0 (/) WCl.ùJw J:z!:!:!z~ NJ:z5u.. ~~en~ I-:::n!:zo ùJl-ða:o u.....Jwu.. a:~!z:;:)~;¡: ..-:;~u..«i1j a:«J:a: :;:)1-1-:;:) ú5 -wa:«o> pj -w enozen wZoC!Juo> . w Z J: (/) Wl--CC 0- oa: gJ:ºI-~ J:wo:;:) J:¡::(/)S...Jz 1-«« ...Jo> ìõl-!;¡:~z I-J:~~ ~~~ð¡¡j~ ~8~~~ i1j~t;:«~ z ~o«oc;¡:,..: ~jqE ~ 9 cD 0 u..u..l-CO)'" M~u..u..Z ùJJ:~...JC!J t: "<t«za:u'ü ~ oiu..Za:- (/)I-:;:)...J~ ildJ:o:;:)w;:w ~ CO)a:O$O -Cl. 0 w w ã: (/):;:)(/)(/)...J.o(/) (/) ìõ:;:)(/)ccW i1jww;¡:cc ~i1j ;¡:Ñ(/)2gJut1Ou.. "<t ;¡:1-(/)2:;:)!;¡: u ~ ~ ;¡: af tD ~~ ~...J ~~~~7~ en 3:: wa: enZ!:: 0 r--owa:(/)ü w to~~ g¡z g¡ J:W- Qz"<t g¡<i! o>...JJ:W- 0 C 0> (/) .' a:<¡ a:<¡l-w~l-:;:)ùJ g¡.... 0> a: .. a:öl-w!ñ...J a: ..0 -"':2J: UJ:en a:CD"<t a: CD -~ a:"wl-#a: c "<t... z;:; ZNco) ZN zCO):2~~::J z8!::~~z z ZUU Zuol-..,f:;:)u~ ...üü ...U Zu ...u°u..~w « ¡¡:¡ww NW Nwa:u..u..~a:;¡: NWW NW NW ¡¡:¡w~J:Cl.¡¡:¡ ...J I-u)u) I-u) I-U)u..oo «z I-u)u) I-u) I-u) P!~fEoo;¡: I-U)...JI-:;:)I- 8 8 0 0 0 8 ~ 8 0 0 0 en en 0 0 0 8 8 0 8 enwq 0 0 0 CD oa:~ c:i g c:i c:i ~ cO c:i a:u CD 0 CD M ~ CJ« ... "<t OJ ... CD C\ CO) 16 CO) I~ ~ 16 g¡ g¡ 10 g¡ 0> 0> 0> 0> 0> Ww... ... ... ... ... ~ ent--- ;::: ;::: -- -- ;::: ;::: ««~ ;::: ;::: ~ ~ ;::: ¡¡:¡ ~c... ... ... ... ... ð ... u a: :;:) 0 U) w a: ° « Z C\ « N N ~ 10 ~ :5 "8) 10 ~ 0 CD CO) Sf 0 ~ CO) u W to ~ CD N ü: 0 N N N N ~ C\ 0 0 0 0 0 ü ~ ~ ~ ~ ~ ~ ~ « Z Cl. w ~ ;¡: ;¡: ;¡: ;¡: Z ~ « « « « « « « 0 w (/) (/) U) U) U) (/) U) Z ...I :;:) :;:) :;:) :;:) :;:) :;:) :;:) :;:) a: W III :::æ ::::I § 8 8 § 0 8 8 8 z 8 W 0 0 0 0 0 en ui <Ó r--: cO oi c:i cO oi ~ 0; 0; a; a; 0; fjj ~ ~ 10 10 10 10 10 10 !:5 ~ ...J 0 0 æJ 0 0 0 OJ OJ to to to to 000031. ~ I- m :r >< w c: c: a.- c: c: c: c: c: c: -I:>; -I:>; -I>. -I >. -I>. -I>. -I:>; -I>. -I>. - c: - c: =[ - c: =æ - c: - c: - c: - c: = <U =~ =~ = <U = <U = <U = <U U) 0- U) 0- U) 0- U) 0- U) 0- U) 0- W ~ E ~ E ~ ~ ~ E ~ E Q¡ IS Q¡ IS ~ IS Q¡ IS W ~8 CII 0 CII 0 CII 0 I/) C:ü a.1::ü C:ü C:ü C:ü ~€ü a.1::ü C:ü I/) ~~>.~ ~~>.~ -;;: ~ ~ Q¡ ~~>.~ ~ æ ~~ ~ æ ~ ~ <U ~ ~ -;;: ~ ~~ ~ ~ ~ ~ W U)a. CI~ U) a. CI CI> U)a. CI~ U) a. ~ U)a. ~ U)a. ~ a. CI> ..J Q¡~~<u Q¡1;;Q¡€ Q) f;) w ~ Q¡ 1;; Q¡ 1:: Qj~æt= Q¡ 1;; Q¡ 1:: Q¡ 1;; Q¡ ~ æ ~ ¡ 1;:: ~1;;Q¡€ ..J €Q¡UJa. €Q¡ill~ €Q¡ill~ €Q¡ill~ €Q¡ill~ €Q¡IÍi~ €Q¡IÍia. €:vill~ €:vill~ c( z ~¡]'Eë ~1Íi'E~ ~iÍi=ëf! ~ill'E~ ~Lñ'ë~ ~ LÍi'1;: 1!! ~..n·E~ ~Jjt~ ~ill=E~ a '1:'ë~~ .1::t: ~ ê ........Q,}ø __CI> ...._CþO) ·~·E ~ ~ __CDQ) --Q)Q) '1: '1: ~ ~ æ C ) C ) >. C ) C ) C ) >. C ) 'íij 'íij::E íij 'íij "íij::E äi 'íij 'íij::E íij Qj C ) >. C ) "íij "íij ::E äi 'íij 'íij::E íij C )CV>.CV 0 ::E::E.a(!) ::E::E.a(!) ::E:E ~(!) ::E::E~(!) :E::E ~(!) ::E:E.a(!) ::E::E~(!) ::E ::E ~(!) :E:E.a(!) CJ z Õ :2&J rod'; iß!;; ;;3! ,,"'" _00 -~ ~~ O)¡g a: o . ;:~ ;:~ ~~ ;:~ rer: It)R <0<0 ;:~ Ç:¡g 00 ..It) Ç'l1t) "::LO wu.. ~~ ~~ <o~ ~~ ~~ ~~ ~~ ~~ ~~ a:i! ¡;¡- ~ ?,:UJ (J)~ ~ "':'CD ?,:UJ ?':UJ UJ UJ UJ UJ (J)¡5 ZJ: ¡5 J: J: ¡5 UJ Z ?,:I- l- I- J: 0 ";0 1/)0 Ll. Ll. 0 ~ I- ¡:: wI- ,I- 0 0 l- Ll. UJ UJ J:< ~¡5z ~¡5 UJ UJ J: J: 0 ¡5 J: I-:::E I/) I/) l- I- UJ I- a: a: ?,:a:0 ~a: < < a:z ~ª (J) Ll. Ll. US~ u:US~ ~US CD CD USQ < 0 0 0 ~ CD UJ UJ õ)UJI/) ~UJ:E ...:.UJZ I- UJ!;( UJ!;( UJ I/) ~ 1t)J:- ~J:a: ?,:J:Q J: J: "",¡5::E J::E J: < "';I-?,: . I- 0 zl-l- l- I- I-a: I- CD CD MLl.UJ ~Ll.Ll. UJLl.< a: a: wLl.a: Ll.o ~ 0 ~ è\íO-l ~Oo (J)O::E USz USz ~O~ 0Ll. I- "':'UJUJ "':'UJZ ::È'UJa: ~UJZ UJZ UJZ Z It)üJ: MüO ·~üO Ll.0 Ll.0 wUJI/) UJen üO üO ü- ü- (J)üO 0 "":<1- ~<:E a. . < Ll. O¡:: o¡:: ~u:Æ <?,: <- <- <- ¡:: LOLl.Ll. ~Ll.-I J:~Ll.O UJ< UJ< ~~ - Ll. !;( Ll.!;( Ll.!;( Q. ~a:o ~a:< I-~a:z ü:E ü::E ¡Da:-I ~a::E a:::E a::E æ -::>UJ M::>UJ <OM::>O <a: <a: ::>UJ ::>UJ -::>a: ::>a: ::>a: 0 ?,:enenen?,:enenJ: ~~~~ ?,:-ILl.0 ?,:;: Ll.0 ?,:zenJ: ?,:;: enJ: ?,:eneno ?':-I~~ ?,:;: en 0 VI ooöUJ<3!öUJI- 3!<i!§Ll. 3!<§Ll. 3!¡¡¡~~ 3!<~~ 3!Ö~Ll. 3!<~Ll. W 0) J:CD J:Ll. 3!gJ:< 3!-IJ:o C a:~I-UJa:~l-o a:..I-UJ a:r'.:en~ a:.;..:en~ a:"1-0 a:.;..: 0 a:~I-~ a:~l-z a:1Ö1-~ 0 -M::EJ: -M:EUJ -1t):EJ: --::Eo - C\I:E 0 -~:EUJ - - ::E UJ -1t):E 0 -0):E0 --:E 0 ~ ZüOI-ZüOen Züol- ZüO::E ZüO::E Züoen ZüOVl ZüO~ ZüO::E ZüO~ ~UJa:O~UJa:< ~UJa:Ll. ~UJa:...J ~UJa:-I NUJa:< NUJa:< ~UJa: ~UJa:-I ~UJa: ..J l-enLl.I-I-(/)Ll.CD 1-(/)Ll.0 I-(/)Ll.< I-(/)Ll.< 1-(/)Ll.CD 1-(/)Ll.CD I-(/)Ll.< I-(/)Ll.< I-(/)Ll.< 0 8 0 0 § § ~ § 8 I/) VI 8 " § § 8 I/)W,,! C\I oa:<o ..,; ~ ~ d ~ ...t ~ d a:oC\l g C\I g <b CJc(M <0 <0 - <0 3! 00 3! ~ CD ~ ~ CD CD 0) 0) g¡ g¡ ww~ 0) 0) 0) ~ ~ ~ ~ ~ ~ - ~ I/)I-~ ~ ~c(ð ..Jc_ ð ð ð ~ ~ ~ - ~ - - ~ ü 0 0 0 0 0 0 0 0 a: ü ü ü ü ü ü ü ü ::> en (/) en (/) (/) (/) (/) en 0 UJ UJ UJ UJ UJ UJ UJ UJ (J) Ü Ü Ü Ü Ü Ü Ü Ü UJ a: a: a: a: a: a: a: a: a: ::> ::> ::> ::> ::> ::> ::> ::> 0 0 0 0 ~ 0 0 0 0 Z (/) en (J) (J) (/) VI (/) :s UJ UJ UJ UJ UJ UJ L.U UJ a: a: a: a: a: a: a: a: ü ü ü ü ü ü ü ü ü W iI iI iI iI iI iI iI iI iI ::& Ü Ü Ü Ü Ü Ü ë3 Ü Ü c( < < < < < < < < < z a. a. a. a. a. a. a. Q. a. W Z Z Z Z Z Z Z Z Z I/) 0 0 0 0 0 0 0 0 0 ~ z z z z z z z z Z ..J ::> ::> ::> ::> ::> ::> ::> ::> ::> a: W !tI ::& ::> 0 0 0 8 0 8 § 8 0 z 0 ~ 8 0 ~ w 0 0 0 0 0 I/) d - N <"i ~ có cri d ~ c( " !;; " " " " 3! 0) 0) 0) 0) 0) w " t; " " " " " " " ..J 0 0 0 0 0 0 0 0 CD CD CD CD CD CD CD CD CD 033 c: c: c: c: c: c: c: ..J>. ..J>. ..J>. ..J>. ..J >. ..J >. ..J>. =[ =[ =æ = æ - I:: - I:: - I:: =[ = IV = IV III C. f!! c. f!! C. III 0- W f!! E ~ § å; § Q) E ~ § Q) E å; § w ~ 0 I:: 0 I:: 0 III a..1::Ü ~€ü ~€ü ~1::Ü I::ü ~1::Ü I::ü III ..J tØ > "- IV i;ì ~ IV i;ì ~ IV i;ì ~ ~¡i;ì~ IV i;ì ~ ~ ¡ i;ì å; W III a.. OJ Q) III a.. ~ III a.. Q) III a.. ~ III a.. ~ III a.. ~ III a.. I:: ..J W~Q;€ å; i;ì å; 1:: å;i;ìOif Oi i;ì Oi 1:: Oi i;ì Oi 1:: 0ii;ì0i¡ CD ~w t:: ..J få;Œ~ få;Œ~ €å;Œ~ €å;Œ~ få;Œ~ I::å;Œa.. €å;Œ~ < ¡ 1::'~7a Z ~Œ'Eli! ~ lÍi'1: ~ ~ Jj.t: ~ ~ Œ '1:: li! ~ LTI'1:"ê ÆJj:e~ ¡; 'E'E~~ 'ë:e~ ~ .~.t:~ ~ __Q)\1) 'E:e~ ~ ~,:!Q;Q) __010) æ '¡¡¡ '5j::!: ¡¡j '¡;: 'I:: ::!: I:: '¡¡j '5j ::!: äi Q) Q) >- Q) Q) Q) >- Q) Q) Q) >- Q) Q) Q) >- Q) Q) Q) >- Q) ° ::!:::!:.cCJ ::!:::!:.cCJ ::!:::!:.cCJ ::!:::!: ~CJ ::!:::!:.ceJ ::!:::!:.ceJ ::!:::!:~eJ <.:I Z ë C?8 ~C? U)' a: r--g¡ Q)~ Q)~ U)C\J ~r:: ° .Q)(O Or-- 00 ~;::: r--~ IX)~ oO;:U) <:' U) C\Jr-- C\Jr-- C\Jr-- <:' U) ,. U) ooU) ooU) " U) wLl.~r-- (Or-- (Or-- ~~ ~~ ~~ ~~ a:~ ~ ~~ ¡;¡~ èI: . I- m 3: x w W J: l- Ll. o w en « a:¡ o I- wZ üo -.r~~ ~a:::!: en:Ja:: 3:C\Jeno g¡~~LI. a::MI-~ -C\J::!:O ZüO::!: @Wa::..J l-enLl.« o lIIen§ ~~O a: 0 IX) <.:1< Z ° t= a.. æ o III w C C Z < ..J g¡ Ww~ en 1-"" cs:<~ wcð ..J ~ W J: l- Ll. o w en « a:¡ ~ wZ üO ~.~ a:::!: :Ja:: 3:..JenO g¡<i!~LI. a::¡'.:I-~ -C\J::Eo ZÜO::;; @wa:::::¡ l-enLl.« o o 8 ~ (0 g¡ Q) ~ ~ o ~ W J: l- Ll. o w en « a:¡ o I- wZ üO ~t= C\Ja:« ;::J::E >ena:: ~~w~ a:: ., ~ 0 U) Z - C?::E 0 züo::;; @wa::::¡ l-enLl.« o o 8 o (0 ~ IX) Q) Q) ~ ð ~ -.r iìJw w ~i:E ~ WLl. LI. eno 0 -w w ~~ ¡D~ ~~ eno 3:1"- ::1:1- enw 3:wz 'üz enüQ ~~Q ::f~~ £!a:!:;: 3:a::::E ,:J..... en:Ja:: 3:C\Îen~3:~enO g¡z~og¡~~LI. a::MI-Ll.a::c'iI-~ - C\J ::E!a - C\J ::E 0 ~üo3:~OO::E C\Jwa::WC\Jwa::..J l-enLl...Jl-enLl.« o § ~ to ~ ~~ ~ zt;: ~ ::fo ùJ~ >w enw ~en -en ~~ ~~ 3:0 Zo ZI- ~I- .,;W 3:wZ ~~z ~~Q ZLl.Q ::tLl.~ ~a:!;¡: 3:a:::E w:J." en:Ja:: 3:C\Îenër3:~enO g¡iìJ~og¡3:~LI. a::'¡;I-Ll.a::,¡;I-~ - C\J ::E!a - C\J ::E 0 ~ü03:~üo::¡: ~~a:~~~a:<i! o o o o ~ <0 w w ¡Di:E i:E (l,)LI. LI. ::to 0 3:w w ~~ ~ va:¡ a:¡ WO 0 (1,)1- I- C\Jw wZ züz üO ";«0 «¡:: ùJ~¡:: ¡D~« Z:J« en:J~ 3:C\Îen::E3:¡Deno IX);:woa::1X) WLl. Q»J: Q)enJ:o a:: ¡'.:I-Ll.a:: ¡'.:I-z -C\J::E!a -C\J::¡:O ~üo::::~üO::E C\Jwa::WC\Jwa::..J l-enLl...Jl-enLl.« § o o v <0 IX) Q) Q) ~ ð ~ W J: l- Ll. o w en « a:¡ ~ wZ üO «- ~~ :Ja:: 3:-i~~ g¡<J:o a::,¡;l-z - C?::E 0 ~üo::E C\Jwa::..J l-enLl.« o § ~ g¡ Q) ~ ~ ~ 0 0 0 0 0 0 0 u u u u u u u en en en en (I,) en en w w w w w w w ü ü ü ü u u u a:: a:: a:: a: a:: a: a:: :J :J :J :J :J :J :J 0 0 0 0 0 0 0 en (I,) en en en en en w w w w w w w a:: a:: a:: a:: a:: a:: a: ü ü ü ü ü ü ü w ü: ü: ü: ü: ü: ü: ü: :f õ õ õ ~ õ ~ Õ « « « « « z a.. a.. a.. a.. a.. a.. a.. w Z Z Z Z Z Z Z III 0 0 0 0 0 0 0 < w Z Z Z Z Z Z Z ....I :J :J :J :J :J :J :J a: w III :æ :J 8 § 0 § 8 0 0 z 8 0 0 w 0 0 0 0 (I,) N M ..;j ui <Ó r..: cO < IX) IX) IX) g¡ g¡ IX) IX) Q) Q) Q) Q) Q) w r-- r-- r-- r-- r-- r-- r-- ..J 0 0 0 0 0 0 0 IX) IX) IX) OJ IX) IX) IX) OJ (j) Q) ~ ð ~ OJ Q) Q) ~ ~ 41: . I- m 5: x w 0..- 0: 0: 0: 0: ...J:>, ...J:>, ...J :>, ...J:>, ...J :>, == æ ==[ - c: - c: == æ =~ = II! !J a. !J a. !J a. W :ï; § ~ § ~ § ~ § '- E t) W c¡¡ 0 .5 fI c:ü C:ü c:ü o..tü C:ü ¿ fI ~ ~ È5ì'- ~ ~ >'- ~ ~ >'- -;;: ~ È5ì ~ ~ ~ È5ì '- .c W !J 0.. c¡¡ ~ 0.. CI c¡¡ !J 0.. CI ~ !J 0.. ~ f! :ï; È5ì:ï; {§ ... c: ...J c: È5ì ~ ~ :ï; È5ì:ï; t ~~~1ä :ï; È5ì:ï; t (jj ...J {§:ï;LD~ {§:ï;LD~ {§:ï;wo.. {§:ï;LD~ c( t:ï;wo.. o¡ z ~LD'i:ï!! tf~'ëñi cf Jj·ë e cfJi'~ë tf¡jj1:ë 6 (; ·ë·ë ~ ê 'i:'ë~ ~ =E'ë~~ -~Q)Q) '1::e:i ê !J ã: ~ ~ ~c3 C C >- C C C >- C '¡¡j '¡¡j::¡¡ ¡¡j c¡¡ c¡¡ >- c¡¡ fã 0 ::¡¡::¡¡.cC!) ::¡¡::¡¡.cC!) ::¡¡::¡¡~C!) ::¡¡::¡¡.cC!) :r: C!) z ë !ñ8 ¡z~ I'-'<t ¡:¡:g ~:g ~ a: o . C\ll'- t.'!!ñ ~R C\ll'- C\ll'- ~ o~ .. I/) "I/) .. C\l "I/) @~ CD I'- @~ @~ @~ Wz ¡;¡~ a:_ flj en w w ~w w :J'w :¡: :¡: z:¡: :¡: ...J:¡: l- I- C\ll- I- ~I- lJ.. lJ.. ~~ lJ.. C\llJ.. 0 0 0 wO w w ·w w ·w ~ en ~en ~~ ~~ < 3:< cc '<tCC C\lCC 3:cc C\lCC ~ ffi~ wo Zo wo .1- ~I- .1- Z W '<tw '<t.w 3:w ~w Uz wuz MüZ en~z MUZ 0 LfQ en<o ÑLfQ . 0 ÑLfQ ¡:: .lJ.. _ ~lJ.._ a.. a: I- flja:1- ,.:a:1- 3:a:!;( ,.:a:1- æ ::::J< 3:z~~ en::::J< en::::J::¡¡ en::::J< 0 3:...Jen::¡¡ 3:l-en::¡¡ 3:C\len 3:l-en::¡¡ ~~ en ¡ß<i!~gj C\lwa: I'-owgj ......wa: I'-owgj ¡ßw:¡:o 1'-3: 0 W ( )...J:¡: ~õ;~LJ. ~~~lJ.. C a:"I-LJ. a:üil-lJ.. a:õ;I-lJ.. a:ö C . ~ ::¡¡ en . ~ ::¡¡ en . ~::¡¡ en . C\l ::¡¡ en - ¡;; ::¡¡ !a :ž¿; z ZUO~ zoo~ ZUO~ ~uo§ ~uo3: :5 (\jwa: (\jwa: (\jwa: C\lwa:w ~¡¡:jfE~ (\jw l-enlJ.. l-enlJ.....J l-enlJ.....J l-enlJ.....J I-en (I (I § ~ ~ § 8 0 to 8 (I W . ~ <C oa:$ c:i ¡;; c:i ~ ~ a:o C\l C\l C!)c( ~ I/) ~ ~ ¡ß to ~ to § ~ ( ) ( ) ( ) ( ) w~~ ~ ~ ~ ~ ~ ~c(~ ð ...ICS! 0 ~ ~ ~ ~ ~ 0 0 0 0 0 ü U U U U en en en en en w w w w w Ü Ü Ü () () a: a: a: a: a: ::> ::::J ::> ::::J ::> 0 0 0 0 0 en en en en en w w w w w a: a: a: a: a: () ü ü () () I/) w ü: ü: ü: ü: ü: I'- :¡¡ Ü Ü Ü Ü Ü ìõ c( < < < < < I/) Z 0.. 0.. 0.. 0.. 0.. ~ W Z Z Z Z z 3: en 0 0 0 0 0 ~ z z z z z < en ...J ::::J ::::J ::::J ::::J :J :J a: W cc :¡¡ :J 0 8 0 8 8 8 z 8 0 w 0 q 0 0 ~ oi ~ g¡ ~ ~ M ¡ß C\l '<t W I'- I'- I'- I'- ~ 0 ...J 0 0 0 0 CD 00 00 to 00 to 000034 . CD . I:: CD ~ 000035 ;~ ~~ ~~ ~~ ¡¡;~ 00 00 ~~ 00 ~I ~I I~ ii ii lio 18 C>t; C>C> !2~ ~ ~! ã2 ~~ ~~ ~i ~~ ~~ "I Z 2~ ~... ij ~~ ~~ ~~ i g ... ... ... ... ~""': dd ... ... ... ... .... .... dci do dd dd do 00 00 dd 00 dci dd ec dd 00 0 pgl 00 00 00 00 00 00 Oe 00 00 00 o co Ii i~ i~ II iäiä iäiä iäiä iij~ iäiä iäiä iäiä iäiä ~iä iäiä iä~ -~ ii ii i~ ~~ ~~ ii ii ~i i~ æc; ~~ §¡, ",¡;j 00 00 00 00 00 00 00 00 00 00 c::id dd dd dd ~d il ml 1m ~m i~ ~~ 00 ~~ ~~ ~~ ~~ ~! ....æ ææ ææ ~~ t;1ì; ~ ~~ ~~ ii ~~ ~ i~ ~~ §§ §§ o . ... ... ... ... ... ... ... ..... '""":1"-0: ..... ... dd "":~ .~ ... 0 dd dd dd dd dO' 00 dd dd dd cid 00 dc::i dd 00 ØI 15 0 00 00 0 00 co co 00 ~ 00 0 00 co 0 0 ~I i il II E! ~ iä iäiä iäiä iä iäiä iäiä iäiä ~ ~~ iä iäiä iäiä ìi3 ~ ~ ii ii i ~~ i~ ~i ~ ~i ~ ~~ ii ~ 0 0 .Sf S¡ ~ _0 d 00 00 co co 0 00 00 d 00 dd 00 d dd d cd 0_ 0 ;s ~~ r! ~J g~ ~ ~I~ I~ ~~ ~ ~~ ~ Ig ~~ ~ ]~ I~ ~~ ~~ ~ j ~ .¡j ,¡¡ 0 ~ <3 J ~I~ ~~ '~ ~~ II II I~ ~~ ~~ ~~ ~~ ~~ ~ ~~ ~ ~,~ ~i~ '" j zz ;?: ~I~ -;?: zz ;?:;?: ~I~ ~I~ z ~I~ z ~~ :::~ -- ÑÑ i~ ~I~ 0_ NN N :¡¡:¡;¡¡ N "I NN N ........ ""N """1 ""N B _<0 .... .... 0'" - J ¡¡¿¡ ~ .... '" ¡:; è".i ~;t ~~ ~IÑ .... on -0 ¡¡; N co ¡;¡¡~ "'::M -"I "1- .... .... .... .... .... c ffi ~Im w ~ 1m I ~ ~~ w ww w 1m w~ ~ w ~~ ~ i !! w ii ì!J~ ,0 i ~ ~! i z z '¡; ww w !Þ. iu wu w u z zz en Z en en en Z en en .3 ! I~~ ':i i I·~ ,~ I IJ :1 IJ I III J II J I II I :~ IJ .~ Ii .~ Ii; ~ 51~ f I:f J rn en rn rn rn en CIJ CIJ rn rn rn rn Æ ~I~ rn CIJ -0:: j j ãi J -0:: i ãi ãi ) i IJ J ãi i ) j i ) 1 J i ãi IJ I ii j -0:: ¡ j! '" :II ~ .! Æ ~ .~ ~ m II .. :Ii ... c c c c c c c c c~ c c ~! .... .... ~ I~ ~:t I:::! ;::! - E ~ :g I:; g ~ ~ ~ ~ ~ ~ ~ ~ ¡:; .... ~ .... ~ IÑ 0 N .... ~ 1:: l- I:: I:: I:: l- I:: l- I- 1:: 1:: 1:: 1:: I- 1:: 1:: I- 1:: 1:: w z ! z S :8 z z z Z Z z z z z Z ¡;¡¡ z z Z z z It! .... ::;) ;:J ;:J ;:J ::J ::J ::;) ::;) ::J ;:J ::;) ;:J ;:J ::J ::J ::J ::;) N (!) « (!) (!) .... t CIJ ~ ~ CIJ <n ~ ~ ~ ~ ~ ~ rn ~ ~ ~ ~ ~ ~ en CIJ en CIJ ~ ~ ~ ~ ~ ~ .,. (!) (!) fi (!) (!) (!) I ~ '" ¡¡; z ¡¡; z :z ¡¡; z ~ z ~ :z z z :z z z :z z ~ co (.) If Œ Œ if æ æ æ if a: it æ æ æ æ æ æ æ æ a: æ u &Ç,- CD 0. 0. tI. Q. Q. Q. Q. 11. 0. 0. 11. 0. 11. 5s D. D. I:: l- I:: 1:: I:: I:: Si< en en rn rn rn rn CIJ rn rn rn <n en '" rn '" rn '" rn rn rn rn Z Z :z :z z z j ffi t: ffi ffi I:.: ffi I;: I;:: ffi ffi I;: t: I:.: I;: I;: ~ I;: ~ l- ff¡ ffi ffi t: ::> ::J ::> ::> ::> ::> D.8 w w w w w w w w w fß ffi w 0« )!: )!: ~ )!: ~ ~Œ = ~ rn rn rn fJ) rn rn fß fß rn fa rn fß fß fß rn rn rn Ct) rn ~ ~ ~ s ~ ~ ¡I w w w ::!:! w w w w w w w w w w w c c CI c C Q CI CI C C C CI C CI C C C C C C C tI. tI. ::J::> .8 ~ ~ ~~~~ ~ è".i CÐ CÐ ~ m ¡§ CÐ a: ~ I æ! ~ ~ ~ '" ~ I:; .... <D ¡g I~ ~ i:ñ Œ ~ .... co co '" e ~ 18 18 a ~ t; ~ ¡g ¡g ... :geNe:> ~ ~ ~ co :s co ~ e:> N :z "'......1"-...... § j ~ ... ... § § ... ~ § ~ § ... ... ... ~ i ~ ~g¡~g ,~ e:> ~ §! g ~ !i 0 a ~ ~ 51 8 g 8 ¡HI '" CÐ ~ 121 ~ .... ........ .... .... .... .... .... ... ... .... .... .... ... .... .... .... .... .... .... .... '5 1 EXHIBIT "A" Assignment, Conveyance and Bill of Sale Dated March 9, 2007 Between G&H Resources, LLC and Black Diamond Minerals, LLC PART A: FEDERAL LEASES I. Bird Canyon Federal #10-27 (WeUbore Rights Only) WELL NAME AND LOCATION: Bird Canyon Federal #10-27 Township 26 North. Range 111 West. 6th P.M. Section 27: NE/4 Sweetwater County, Wyoming ASSOCIATED LEASES AND LANDS: Lessor: Lease #: Lease Date: Lessee: Description: United States WYW-37670 January 1, 1973 Sam V. Morse Township 27 North. Range 111 West. 6th P.M. Section 27: NI2 SWèetwater County, Wyoming 000036 INSOFAR AND ONLY INS OF AR as the Lease relates to the wellbore only of the Bird Canyon Federal #10-27 Well described above. RELATED CONTRACTS: Contract: Date: Parties: Lands Covered: Contract: Date: Parties: Lands Covered: 72850 Farmout Agreement December 20, 1982 Energetics, Inc. and Southland Royalty Company Township 27 North. Range III West. 6th P.M. Section 27: W/2NE/4, NW/4 and other lands not included in this assignment Fannout Agreement November 18, 1982 Energetics, Inc. and Natural Gas Corporation of California, et al. Township 27 North. Range III West. 6th P.M. Section 27: NI2 1 .' it Contract: Date: Parties: Lands Covered: 000037 and other lands not included in this assignment Farmout Agreement November 15, 1982 Energetics, Inc. and Marvin Wolf Township 27 North. Range III West. 6th P.M. Section 27: N/2 and other lands not included in this assignment INTERESTS OWNED (UNCONFIRMED): 72850 WELLBORE ONLY Working Interest 100.00% Net Revenue Interest 75.00% 2 II. Bird Canyon Federal #30-15 (WeUbore Rights) 000038 WELL NAME AND LOCATION: Bird Canyon Federal #30-15 Township 27 North. Range 111 West. 6th P.M. Section 15: NE/4SW/4 Sublette County, Wyoming ASSOCIATED LEASES AND LANDS: Lease No.1 Lessor: Lease #: Lease Date: Lessee: Description: United States WYW-54136 April 1, 1976 John 1. Weston Township 27 North. Range III West. 6th P.M. Section 14: All Section 15: S/2 Sublette County, Wyoming Lease No.2 Lessor: Lease #: Lease Date: Lessee: Description: United States WYW-35399 July 1, 1972 Sam V. Morse Township 27 North. RanlZe 111 West. 6th P.M. Section 15: N/2 Sublette County, Wyoming INSOFAR AND ONLY INSOFAR as the Leases relate to the well bore only of the Bird Canyon Federal #30-15 well described above and excepting all other rights. RELATED CONTRACTS: Contract: Date: Lands Covered: Communitization Agreement No. NCR468 (WYW 110271) Effective December 10, 1981 WI2 of Section 15-27N-IllW Contract: Dated: Parties: Lands Covered: Operating Agreement August 1, 1992 Presidio Exploration, Inc., et al. All of Sections 14 and 15-27N-IIIW 3 72850 000039 Drilling and Operating Agreement between Northwest Exploration Company, as lessee, and Energetics, Inc., as operator, with respect to the S/2 of Section 15, T27N, Rill W, from the surface of the ground to the stratigraphic equivalent of the deepest depth penetrated by the Bird Canyon 30-15 Well, which was 11,694 feet. Drilling and Operating Agreement between Northwest Exploration Company, as lessee, and Energetics, Inc., as operator, with respect to Section 14, T27N, RIll W (being a portion of Tract 1) from the surface of the ground to the stratigraphic equivalent of the deepest depth penetrated by the Subject Well, which as 11,694 feet. The Drilling and Operating Agreement was approved by decision of the BLM dated August 13, 1981. Farmout Agreement dated September 15, 1978 between Northwest Exploration Company as farmor, and Energetics, Inc., as Farmee, with respect to Tract 1; The Plan of Reorganization filed in the United States Bankruptcy Court, District of Colorado, Case Nos. 84-B-5325 and 84-B-5326, entered and approved by the Court and creditors effective June 28, 1985. Assignment, Bill of Sale and Conveyance dated December 18, 1986, to be effective December 1, 1986, between Guaranty Capital Investors, Inc., as assignor, and North American Resources Company, Inc., as assignee; and Existing contracts and the Purchase and Sale Agreement dated June 29, 1994, between North American Resources Company, Inc. and Presidio Exploration, Inc. INTERESTS OWNED: Communitized Interest in Natural Gas and Associated Liquid Hydrocarbons ("Communitized Substances") Producible from the Frontier Formation in the SW/4 and NW4 of Section 15, T27N, RIIIW, 6th P.M., Sublette County, Wyoming, Derived from Crown's Wellbore Rights with respect to the Bird Canyon 30-15 Well: BEFORE PAYOUT Tract IB (50%) Tract 2B (50%) Total Working Interest 48.8880005% 48.8880005% 97.7760010% Net Revenue Interest 36.7882204% 39.3548404% 76.1430608% AFTER PAYOUT Tract IB (50%) Tract 2B (50%) Total W orkinlZ Interest 28.8880005% 48.8880005% 77.7760010% Net Revenue Interest 23.5437204% 39.3548404% 62.8985608% 72850 4 000040 Non-communitized Interest in Substances Other Than Communitized Substances Producible from the Frontier Formation in the SW/4 of Section 15, T27N, RIIIW, 6th P.M., Sublette County, Wyoming, Derived from Crown's Wellbore Rights with respect to the Bird Canyon 30- 15 Well: BEFORE PAYOUT Working: Interest 97.776001 % Net Revenue Interest 73.5764408% AFTER PAYOUT Working Interest 67.776001 % Net Revenue Interest 53.2374408% 72850 5 III. Blue Forest 20-6 and Blue Forest 33-12 (Wellbore Rights) 000041 WELL NAME AND LOCATION: Blue Forest 20-6 Township 24 North. Range 110 West. 6th P.M. Section 6: C NE/4 Sweetwater County, Wyoming Blue Forest 33-12 Township 24 North. Range 111 West. 6th P.M. Section 12: NW/4SE/4 Sweetwater County, Wyoming ASSOCIATED LEASES AND LANDS: Lease # WYW-3332 dated effective as of January 1, 1967, insofar and only insofar as said Lease covers the following described lands: Township 24 North. RanlZe 11 0 West. 6th P.M. Section 6: Lot 1 (37.55), Lot 2 (38.48), SI2NE/4 Sweetwater County, Wyoming INSOFAR AND ONLY INSOFAR as the leased lands contribute to the drill site spacing unit limited to the Blue Forest 20-6 wellbore and the production therefrom; and Township 24. Range 111 West. 6th P.M. Section 12: SE/4 Sweetwater County, Wyoming INSOFAR AND ONLY INSOFAR as the leased lands contribute to the drill site spacing unit limited to the Blue Forest 33-12 wellbore an the production therefrom. INTERESTS OWNED (UNCONFIRMED): WELLBORE ONLY Well Blue Forest 33-12 Blue Forest 20-6 Working Interest 98.85% 55.69% Net Revenue Interest 75.00% 48.19% 6 72850 IV. Blackhorn Canyon #10-3, #30-3 and #40-3 000042 WELL NAME AND LOCATION: Buckhorn Canyon #10-3 Townshiu 25 North. Range III West. 6th P.M. Section 3: SW/4NW/4 Sweetwater County, Wyoming Buckhorn Canyon #30-3 Townshiu 25 North. Range III West. 6th P.M. Section 3: NW/4SW/4 Sweetwater County, Wyoming Buckhorn Canyon #40-3 Township 25 North. Range 111 West. 6th P.M. Section 3: SE/4SE/4 Sweetwater County, Wyoming ASSOCIATED LEASES AND LANDS: Lessor: Original Lessee: Date of Lease: Description: Lessor: Original Lessee: Date of Lease: Description: Lessor: Original Lessee: Date of Lease: Description: 72850 USA-WYW-112550 Terra Resources, Inc. August 1, 1988 Township 25 North. Range III West. 6th P.M. Section 3: Lots 8 and 9 (Dependent Resurvey)(formerly described as Lot 4, SW/4NW/4) Sweetwater County, Wyoming USA-WYW-111297 Terra Resources, Inc. June 1, 1988 Township 25 North. Ranee III West. 6th P.M. Section 3: Lots 7, 10 and 15-18, inclusive (Dependent Resurvey)(formerly described as Lot 3, SE/4NW/4, SW/4) Sweetwater County, Wyoming USA-WYW-I04980 Terra Resources, Inc. August 1, 1987 Township 25 North. Range 111 West. 6th P.M. Section 3: Lots 13, 14, 19,20 (Dependent Resurvey)(fonnerly described as SE/4) Sweetwater County, Wyoming 7 OOQ043 INTERESTS OWNED: Well Buckhorn #10-3 Buckhorn #30-3 Buckhorn #40-3 Working Interest 100.00% 100.00% 100% Net Revenue Interest 87.50% 87.50% 75.00-87.50%* *Sliding scale federal royalty, depending on volumes. On gas and liquid products produced ftom gas, when the average production of gas per well per day for the month does not exceed 5 million cubic feet, the royalty rate is 12.5%; when said production of gas exceeds 5 million cubic feet, the royalty rate is 162/3%. On oil, the royalty rate is 12.5% when the average oil production for the month is 50 bbls or less, and increases on a sliding scale to 25% when such oil production is over 400 bbls. The Well is a gas well. 72850 8 V. Esposito Federal 40-20 (Operating Rights) 000044 WELL NAME AND LOCATION: Esposito Federal 40-20 Township 28 North. Range 111 West. 6th P.M. Section 20: SW4SE/4 Sublette County, Wyoming ASSOCIATED LEASES AND LANDS: Lease # WYW77883 INSOFAR ANDE ONLY INSOFAR as said Lease covers the following described lands: Township 28 North. Range III West. 6th P.M. Section 20: E/2 Section 29: NE/4; SE/4 Section 32: NE/4, SE/4 Sublette County, Wyoming LIMITED IN DEPTH from the surface of the earth down to the stratigraphic equivalent of the interval encountered at 11,490 feet in the Esposito Federal #40-20 well located in the SW/SE4 of Said Section 20. RELEA TED CONTRACTS Contract: Date: Parties: Lands Covered: Operating Agreement April 23, 1982 Energetics, Inc. et al. Township 28 North. Range III West. 6th P.M. Section 20: E/2 Section 29: E/2 Section 32: E/2 Sublette County, Wyoming INTERESTS OWNED (UNCONFIRMED): Working Interest 59.6727% Net Revenue Interest 44.754525% 9 72850 ",IL VI. Federal #15-15 000045 WELL NAME AND LOCATION: Federal #15-15 Township 25. North. Range 111. West. 6th P.M. Section 15: Lot 15 (Dependent Resurvey )(fonnerly described as SW/4SE/4) Sweetwater County, Wyoming ASSOCIATED LEASES AND LANDS: Lessor: Lease #: Lease Date: Lessee: Description: United States WYWII786 November 1, 1989 Esther R. Evans Township 25 North. Range III West. 6th P.M. Section 15: Lots 10 & 15 (Dependent Resurvey)(formerly described as W/2SE/4) Sweetwater County, Wyoming Lessor: Lease #: Lease Date: Lessee: Description: United States WYW131394 February 1, 1994 CENEX, Inc. Townshi1;) 25 North. Range III West. 6th P.M. Section 15: Lots 9 and 16 (Dependent Resurvey)(formerly described as E/2SE/4) Sweetwater County, Wyoming RELATED CONTRACTS: Federal Communitization Agreement No. WYW 146609, dated effective January 1, 1995, pursuant to which Lots 10 and 15 of Section 15, T25N, RIIIW, 6th P.M., held under Federal Lease #WYW117866 were communitized with Lots 9 and 16 of Section 15, T25N, Rill W, 6th P.M., held under Federal Lease #WYW131394, as to crude oil and associated natural gas producible from the Frontier Formation only. Purchase and Sale Agreement dated August 15, 1995, between CENEX, Inc., as Assignor, and Big West Oil & Gas Inc., as Assignee 10 72850 INTERESTS OWNED: 000046 OPERATING RIGHTS Communitized Interest in Crude Oil and Associated Natural Gas Producible from the Frontier Formation in Lots 9,10, 15 and 16, Section 15, T25N, R222W,.6th P.M., Sweetwater County, Wyoming. Working Interest 100.00000000% Net Revenue Interest 83.7467516% OPERATING RIGHTS In All Formations Other than the Frontier Formation and in All Products Other than Crude Oil and Associated Natural Gas Producible from the Frontier Formation in Lots 9, 10, 15 and 16, Section 15, T25N, Rill W, 6th P.M., Sweetwater County, Wyoming. Working Interest 100.0000% Net Revenue Interest 80.0000% 72850 11 VII. Haun Federal 10-9 000047 WELL NAME AND LOCATION: Haun Federal 10-9 Township 26 North. Range 111 West. 6th P.M. Section 9: NE/4NW/4 Sweetwater County, Wyoming ASSOCIATED LEASES AND LANDS: Lessor: Lease #: Lease Date: Lessee: Description: United States WYW57837 March 1, 1973 W.G. Haun 'Township 26 North. Range III West. 6th P.M. Section 9: W/2 Sweetwater County, Wyoming INSOFAR AND ONLY INSOFAR as the Lease relates to the wellbore only of the Haun Federal 10-9 and Haun Federal 30-9 wells described above and below, respectively, and excepting all other rights. RELATED CONTRACTS: Agreement dated September 16, 1982, between Belco Petroleum Corporation and Energetics, Inc.; Drilling and Operating Agreement between Belco Petroleum Corporation, as lessee, and Energetics, Inc., as operator; Encore Development Drilling Program Participation Agreement dated January 3, 1983, between Energetics, Inc. and Patrick D. Maher; Encore Development Drilling Program Participation Agreement dated January 3, 1983, between Energetics, Inc. and Robert L. Mehl; Encore Development Drilling Program Participation Agreement dated January 3, 1983, between Energetics, Inc. and Jordan R. Smith; Settlement Agreement dated February 22,1988, by and between Jesse Gault d/b/a! Jesse Gault Construction and LaBarge Minerals, Inc., as its successor in interest, and North American Resources Company; and 12 72850 00004~ The Plan of Reorganization filed in the United States Bankruptcy Court, District of Colorado, Case Nos. 84-B-5325 and 84-B-5326, entered and approved by the Court and creditors effective June 28, 1985. INTERESTS OWNED: WELLBORE ONLY From the surface of the earth down to the stratigraphic equivalent of9,882 feet as found in the Haun Federal 1 0-9 Well. W orkinlZ Interest 95.858943%BPO 95.224568%APO Net Revenue Interest 68.539l442%BPO 68.0855661 %APO 72850 13 VIII. Haun Federal 30-9 (Wellbore Rights Only) 000049 WELL NAME AND LOCATION: Haun Federal 30-9 Township 26 North. Range III West. 6th P.M. Section 9: NE/4SW/4 Sweetwater County, Wyoming ASSOCIATED LEASES AND LANDS: Lease #WYW57837 dated effective as of April 1, 2003, insofar and only insofar as said Lease covers the following described lands: Township 26 North. Range 111 West. 6th P.M. Section 9: W2 Sweetwater County, Wyoming INSOFAR AND ONLY INSOFAR as the Lease related to the Wellbore only of the Haun Federal 1 0-9 and Haun Federal 30-9 wells described above, and excepting all other rights. INTERESTS OWNED (UNCONFIRMED): WELLBORE ONLY Working Interest 95.86% Net Revenue Interest 60.52% 14 72850 IX. Huber Federal 1-30 000050 WELL NAME AND LOCA nON: Huber Federal 1-30 Townshiu 23 North. RanQ:e 95 West. 6th P.M. Section 30: C NE Sweetwater County, Wyoming ASSOCIATED LEASES AND LANDS: Lease #WYW65344 dated effective as of December 1, 1966, insofar and only insofar as said Lease covers the following described lands: Township 23 North. Range 95 West. 6th P.M. Section 19: SE/4SW/4, S/2SE/4 (120 acres) Section 30: NE/4, E/2NW/4, NE/4SW/4, N/2SE/4 (360 acres) Sweetwater County, Wyoming INTERESTS OWNED (UNCONFIRMED): W orkin £ Interest 100.00% Net Revenue Interest 72.50% 15 72850 X. Lincoln Road 30-9 (Well bore Rights Only) 000051. WELL NAME AND LOCATION: Lincoln Road 30-9 Township 24 North. Range 111 West. 6th P.M. Section 9: C SE/4 Sweetwater County, Wyoming ASSOCIATED LEASES AND LANDS: Lessor: Lease #: Lease Date: Lessee: Description: United States WYW117035 July 3, 1976 Norita M. Wiegand Township 24 North. Range III West. 6th P.M. Section 9: S/2 Sweetwater County, Wyoming INSOFAR AND ONLY INSOFAR as the leased lands contribute to the drill site spacing unit limited to the Lincoln Road 30-9 wellbore and the production therefrom. INTERESTS OWNED (UNCONFIRMED): WELLBORE ONLY Working Interest 70.00% Net Revenue Interest 57.05% 16 72850 XI. Lincoln Road 42-6 (WeUbore Rights Only) WELL NAME AND LOCATION: Lincoln Road 42-6 Township 24 North. Range 111 West. 6th P.M. Section 6: SE/4NE/4 Sweetwater County, Wyoming 000052 ASSOCIATED LEASES AND LANDS: Lessor: Lease #: Lease Date: Lessee: Description: United States WYW47397 October 1, 1974 Eva Hecht Township 24 North. Range 111 West. 6th P.M. Section 6: Lots 8, 9, 14, 15, 16 and 17 Sweetwater County, Wyoming INSOFAR AND ONLY INSOFAR as the leased lands contribute to the drill site spacing unit limited to the Lincoln Road 42-6 wellbore and the production therefrom. INTERESTS OWNED (UNCONFIRMED): WELLBORE ONLY Working Interest 74.34% Net Revenue Interest unknown 17 72850 XII. Lonetree 12-30 (Wellbore Rights Only) WELL NAME AND LOCATION: Lonetree 12-30 Township 13 North. Range 113 West. 6th P.M. Section 30: SW/4NW/4 Uinta County, Wyoming 000053 ASSOCIATED LEASES AND LANDS: Lessor: Lease #: Lease date: Lessee: Description: United States WYW126839 March 1, 1982 Dennis L. Melby Township 13 North. Range 113 West. 6th P.M. Section 30: Lots 2 and 3, S/2NE/4, SE/4NW/4, E/2SW/4, N/2SE/4, SW/4SE/4 Uinta County, Wyoming Lessor: Lease #: Lease date: Lessee: Description: United States WYW-83345 March 1, 1982 Dennis L. Melby Township 13 North. Rang:e 113 West. 6th P.M. Section 30: LotI, N/2NE/4, NE/4NW/4 Uinta County, Wyoming Lessor: Lessee: Lease date: Recorded: Description: Preston Ross Johnson, IND/TSTC Cabot Oil & Gas Corporation September 24, 1996 September 24, 1996, Book 673, Page 211 Township 13 North. RanlZe 113 West. 6th P.M. Section 30: Lot 4 Uinta County, Wyoming INSOFAR AND ONLY INSOFAR as the leased lands contribute to the drill site spacing unit and limited to the Lonetree 12-30 wellbore and the production therefrom. INTERESTS OWNED (UNCONFIRMED): WELLBORE ONLY W orkinlZ Interest 100.00% Net Revenue Interest 75.00% 18 72850 XIII. Raptor #10-18 (WeUbore Rights Only) 000054 WELL NAME AND LOCATION: Raptor #10-18 Township 24 North. Range III West. 6th P.M. Section 18: SE/4NW/4 Lincoln County, Wyoming ASSOCIATED LEASES AND LANDS: Lessor: Lease #: Lease date: Lessee: Description: United States WYW 61042 February 1, 1978 Clair L. Johnson Township 24 North. Range 111 West. 6th P.M. Section 18: Lots 5 and 6, E/2NW/4 Lincoln County, Wyoming INSOFAR AND ONLY INSOFAR as the leased lands contribute to the drill site spacing unit and limited to the Raptor Unit 10-18 wellbore and the production therefrom. RELATED CONTRACTS: Working Interest Pooling Agreement, Raptor Area, effective November 1, 1984, as amended, by and between Keller-Rubow Petroleum, Inc., Thermal Exploration, Inc. (now Crown Oil & Gas Company, Inc., as assignee of Cabot Oil & Gas Corporation), et aI., as recorded in Book 801, at Page 1739, Sweetwater County, Wyoming, and Book 275PR, at Page 72, Lincoln County, Wyoming. Raptor Unit and Unit Operating Agreement No. WYW 049P56-85U879, dated effective May 31, 1984, Sweetwater County, Wyoming. INTERESTS OWNED (UNCONFIRMED): WELLBORE ONLY Workin!? Interest 99.57% Net Revenue Interest 75.00% 19 72850 XIV. Raptor #40-18 (WeUbore Rights Only) 000055 WELL NAME AND LOCATION: Raptor #40-18 Township 24 North. Range III West. 6th P.M. Section 18: C SW/4 Lincoln County, Wyoming ASSOCIATED LEASES AND LANDS: Lessor: Lease #: Lease date: Lessee: Description: United States WYW 61042 February 1, 1978 Clair L. Johnson Township 24 North. RanlZe III West. 6th P.M. Section 18: Lot 7 (19.26),8 (19.16), E/2SW/4 Lincoln County, Wyoming INSOFAR AND ONL Y INSOFAR as the leased lands contribute to the drill site spacing unit and limited to the Raptor Unit 40-18 wellbore and the production therefrom. INTERESTS OWNED (UNCONFIRMED): WELLBORE ONLY Working Interest 99.75% Net Revenue Interest 75.00% 20 72850 XV. Raptor Federal (a.k.a. Lincoln Road) #10-7 (WeUbore Rights Only) 000056 WELL NAME AND LOCATION: Raptor Federal (a.k.a. Lincoln Road) #10-7 Township 24 North. Range 111 West. 6th P.M. Section 7: SE/4NW/4 Lincoln County, Wyoming ASSOCIATED LEASES AND LANDS: Lessor: Lease #: Lease date: Lessee: Description: United States WYW47397 November 1, 1974 Eva Hecht Township 24 North. Range III West. 6th P.M. Section 7: Lots 5 and 6, E/2NW/4 Lincoln County, Wyoming INSOFAR AND ONLY INSOFAR as the leased lands contribute to the drill site spacing unit and limited to the Lincoln Road (a.k.a. Raptor Federal 1 0-7) wellbore and the production therefrom. INTERESTS OWNED (UNCONFIRMED): WELLBORE ONLY W orkin£ Interest 99.00% Net Revenue Interest 75.00% 21 72850 XVI. Reservoir Unit 10-1 (Wellbore Rights Only) 000057 WELL NAME AND LOCATION: Reservoir Unit 10-1 Township 24 North. RanlZe 112 West. 6th P.M. Section 1: SE/4NW/4 Lincoln County, Wyoming ASSOCIATED LEASES AND LANDS: Lessor: Lease #: Lease date: Lessee: Description: United States WYW85245 September 1, 1983 Bergo Associates Township 24 North. Range 112 West. 6th P.M. Section 1; Lots 3 and 4, SE/4NW/4 Lincoln County, Wyoming INSOF AR AND ONLY INSOFAR as the leased lands contribute to the drill site spacing unit and limited to the Reservoir 10-1 wellbore and the production thereftom. RELATED CONTRACTS: Working interest Pooling Agreement, Raptor Area, effective November 1, 1984, as amended, by and between Keller-Rubow Petroleum Inc., Thermal Exploration, Inc. (now Crown Oil & Gas Company, Inc., as assignee of Cabot Oil & Gas Corporation), et aI., as recorded in Book 801, at Page 1739, Sweetwater County, Wyoming, and Book 275PR, at Page 72, Lincoln County, Wyoming. Farmout Letter Agreement dated effective December 9, 1992, as amended by and between ANR Production Company and Washington Energy Exploration, Inc. (now Crown Oil & Gas Company, Inc., as assignee of Cabot Oil & Gas Corporation). Reservoir Unit (dated effective December 28, 1992 and terminated May 26, 1995) and Reservoir Unit Operating Agreement No. WYW 126097X, Lincoln County, Wyoming. Fannout Agreement, Joint Operating Agreement, dated effective January 29, 1983, as amended by and between Amoco Production Company and Washington Energy Exploration, Inc. (now Assignor, as assignee of Cabot Oil & Gas Corporation). Acreage Trade Agreement, by and between Amoco Production Corporation and Cabot Oil & Gas Production Corporation (now Crown Oil & Gas Company, Inc., as assignee of Cabot Oil & Gas Corporation, as successor to Cabot Oil & Gas Production Corporation). 22 72850 INTERESTS OWNED (UNCONFIRMED): WELLBORE ONLY 000058 Working Interest 100.00% Net Revenue Interest unknown 72850 23 XVII. Saguaro 20-12 (Wellbore Rights Only) 000059 WELL NAME AND LOCATION: Saguaro 20-12 TownshiD 20 North. Range 112 West. 6th P.M. Section 12: C NE/4 Sweetwater County, Wyoming ASSOCIATED LEASES AND LANDS: Lessor: Lease #: Lease Date: Lessee: Description: United States WYW49317 March 1, 1975 Martin G. Scheuttler Township 20 North. Ran~e 112 West. 6th P.M. Section 12: N/2NI2 Sweetwater County, Wyoming INS OF AR AND ONLY INSOFAR as the leased lands contribute to the drill site spacing unit limited to the Saguaro 20-12 wellbore and the production therefrom. Lessor: Lease #: Lease Date: Lessee: Description: United States WYW24 1 52 June 1,1970 Irving Roy Deemar Township 20 North. Range 112 West. 6th P.M. Section 12: S/2NE/4, SI2 Sweetwater County, Wyoming INSOFAR AND ONLY INSOFAR as the leased lands contribute to the drill site spacing unit limited to the Saguaro 20-12 well bore and the production therefrom. Lessor: Lease #: Lease Date: Lessee: Description: United States WYWI01079 July 1, 1986 Flag-Redfern Oil Company . Township 20 North. Range 112 West. 6th P.M. Section 12: S/2NW/4 Sweetwater County, Wyoming INSOF AR AND ONLY INSOFAR as the leased lands contribute to the drill site spacing unit limited to the Saguaro 20-12 wellbore and the production therefrom. 24 72850 RELATED CONTRACTS: 000060 Joint Operating Agreement dated and effective March 15, 1991, by and between Washington Energy Exploration, Inc. (Now Assignor, as assignee of Cabot Oil & Gas Corporation), Presidio Oil Company (now Encana Corporation), et al. Farmout Agreement, dated April 16, 1991, as amended, by and between Kerr McGee Corporation and Washington Energy Exploration, Inc. (now Assignor, as assignee of Cabot Oil & Gas Corporation.) INTERESTS OWNED (UNCONFIRMED): WELLBORE ONLY W orkin£ Interest 100.00% Net Revenue Interest 75.00% 72850 25 XVIII. Siberia Ridge #12 000061. WELL NAME AND LOCA nON: Siberia Ridge #12 Township 22 North. Range 95 West. 6th P.M. Section 28: C NW/4 Sweetwater County, Wyoming ASSOCIATED LEASES AND LANDS: Lessor: Lease #: Lease Date: Lessee: Description: United States WYW11490 April 1, 1958 Fred H. Taylor Township 22 North. RanlZe 111 West. 6th P.M. Section 28: All (640 Net Acres) Section 32: All (640 Net Acres) Sweetwater County, Wyoming INSOFAR AND ONLY INSOFAR as said lease covers and affects from the surface of the earth to the stratigraphic equivalent of 10,706 feet as found in the Siberia Ridge #12 Well. RELATED CONTRACTS: Farmout Agreement dated May 28,1980, between Equity Oil Company and Davis Oil Company; The Drilling and Operating Agreement between Equity Oil Company, as lessee, and Equity Oil Company and Davis Oil Company, as Operator; Oil and Gas Purchase and Sale Agreement dated August 5, 1988, between Home Petroleum Corporation and HPC, Inc., as assignor, and Levinson Partners Corporation, as assignee; Purchase and Sale Agreement dated September 4,1991, between Maxus Exploration Company, as assignor, and Equitable Resources Energy Company ("Equitable"); Purchase and Sale Agreement dated August 7, 1992, but effective July 1, 1992, between Equitable Resources Energy Company, as assignor, and McCulliss Resources Co., Inc; and Letter Agreement dated March 10, 1995, between Levinson Partners Corporation and McCulliss Resources Co., Inc. 26 72850 INTERESTS OWNED: 000062 OPERATING RIGHTS INSOFAR AND ONLY INSOFAR as Lease No. WYWl1490 covers and affects from the surface of the earth to the stratigraphic equivalent of 10,706 feet as found in the Siberia Ridge #12 Well. Working Interest 100.00% BPO 75.00%APO Working Interest 13.50% 72850 Section 28: All Net Revenue Interest 72.5000%BPO 59.0625%APO Section 32: All Net Revenue Interest 11.13750% 27 XIX. Split River #31-2 (WeUbore Rights Only) 000063 WELL NAME AND LOCATION: Split River #31-2 Township 27 North. RanlZe 112 West. 6th P.M. Section 2: NW/4NE/4 Sublette County, Wyoming ASSOCIATED LEASES AND LANDS: Lessor: Lease #: Lease Date: Lessee: Description: United States WYWl5747 November 1, 1968 Margaret E. Allen Township 27 North. Range 112 West. 6th P.M. Section 2: Lot 10 (Dependent Resurvey)(formerly described as Lot 2 and aka NW/4NE/4) Sublette County, Wyoming RELATED CONTRACTS: y ose Cattle Company, Surface and Damage Agreement, by and between Y ose Cattle Company and Diamond Shamrock Corporation; Joint Operating Agreement, by and between Diamond Shamrock Corporation and Joan Chorney, et a1.; . Agreement by and between Diamond and the "Estate of William G. Helis, a Partnership"; and Purchase and Sale Agreement by and between Equitable Resources Energy Corporation and Cabot Oil & Gas Corporation. INTERESTS OWNED: Working Interest 30.0000% BPa 29.0000% APO Net Revenue Interest 24.4875% BPa 23.7075% APa 28 72850 XX. Storm Shelter #2 (WeUbore Rights Only) 000064 WELL NAME AND LOCATION: Storm Shelter #2 Township 23 North. Range 111 West. 6th P.M. Section 14: SE/4NE/4 Sweetwater County, Wyoming ASSOCIATED LEASES AND LANDS: Lessor: Lease #: Lease Date: Lessee: Description: United States WYW0318339 September 1, 1965 Elaine Wolf Township 23 North. Range III West. 6th P.M. Section 14: NE/4 Sweetwater County, Wyoming INSOFAR AND ONLY INSOFAR as said leases and lands relate to the wellbore only of the Storm Shelter #2 Well. Limited to those depths from the surface down to the stratigraphic equivalent of 10,711 feet as drilled in the Storm Shelter #2 Well. RELATED CONTRACTS: Letter Agreement dated January 7, 1975, between Elaine Wolf, Davis Oil Company, and Balta Corporation. Operating Agreement dated March 4, 1987, between Sun Exploration and Production Company, as operator, and General Atlantic Energy Corporation, et aI., as non-operators. INTERESTS OWNED: Wellbore of the Storm Shelter #2 Well, located in the SE/4NE/4 of Section 14, T23N, Rill W, 6th P.M., Sweetwater County, Wyoming, limited to those depths from the surface down to the stratigraphic equivalent of 10,711 feet as drilled in the Storm Shelter #2 Well. Working Interest 53.994000%BPO Net Revenue Interest 41.782850%BPO (After payout interests unconfirmed, but may result in a 50% reduction of the stated before payout interests.) 29 72850 XXI. Storm Shelter #10 (Wellbore Rights Only) 000065 WELL NAME AND LOCATION: Storm Shelter #10 Township 23 North. Range III West. 6th P.M. Section 8: NW/4SE/4 Sweetwater County, Wyoming ASSOCIATED LEASES AND LANDS: Lessor: Lease #: Lease Date: Lessee: Description: United States WYW0318337 September 1, 1965 Virginia G. Stouffer Township 23 North. Range 111 West. 6th P.M. Section 8: SE/4 Sweetwater County, Wyoming INSOFAR AND ONLY INSOFAR as said leases and lands relate to the wellbore only of the Storm Shelter #10 well. RELATED CONTRACTS: Farmout Agreement dated July 1, 1974, between FMC Corporation, et al. and Davis Oil Company; Agreement dated May 29, 1969, between FMC Corporation, et aI., and Chorney Oil Company. Acreage Contribution Agreement dated September 8, 1999, between Texas Gas Exploration Company and Davis Oil Company. INTERESTS OWNED: Wellbore of the Storm Shelter #10 Well, located in the NW/4SE/4 of Section 8, T23N, Rill W, 6th P.M., Sweetwater County, Wyoming. . Working Interest 77.083333% Net Revenue Interest 59.937500% 30 72850 XXII. Storm Shelter #11 (Wellbore Rights Only) 000066 WELL NAME AND LOCATION: Storm Shelter #11 Township 23 North. Range 111 West. 6th P.M. Section 9: NW/4/SE/4 Sweetwater County, Wyoming ASSOCIATED LEASES AND LANDS: Lessor: Lease #: Lease Date: Lessee: Description: United States WYW0320802 January 1, 1966 Robert R. Rose, Jr. Township 23 North. Range III West. 6th P.M. Section 9: SE/4 Sweetwater County, Wyoming INSOFAR AND ONLY INSOFAR as said leases and lands relate to the wellbore only of the Stonn Shelter #11 well. RELATED CONTRACTS: Farmout Agreement dated July 1,1974, between FMC Corporation, et al. and Davis Oil Company. Agreement dated May 29, 1969, between FMC Corporation, et aI., and Chorney Oil Company. Acreage Contribution Agreement dated September 8, 1999, between Texas Gas Exploration Company and Davis Oil Company. INTERESTS OWNED: Wellbore of the Storm Shelter #11 Well, located in the NW/4SE/4 of Section 9, T23N, Rill W, 6th P.M., Sweetwater County, Wyoming. W orkin£ Interest 64.58333% Net Revenue Interest 51.062500% 31 72850 XXIII. Whiskey Buttes 1-6 (Wellbore Rights Only) 000067 WELL NAME AND LOCATION: Whiskey Buttes 1-6 Township 21 North. Range 111 West. 6th P.M. Section 1: NE/4SW/4 Lincoln County, Wyoming ASSOCIATED LEASES AND LANDS: Lessor: Lease #: Lease date: Lessee: Description: United States WYW 0309532A June 3, 1964, effective July 1, 1964 ABKO, Inc. Township 21 North. Range III West. 6th P.M. Section 6: NE/4SW/4 Lincoln ,County, Wyoming All expressly limited to only insofar as the NE/4SW/4 of Section 6, T21N, R111W. 6th P.M., Lincoln County, Wyoming, and the wellbore ofthe Whiskey Buttes 1-6 well. Also limited in depth from the surface of the earth to a depth of 11,300 feet, which is the total depth drilled in the Whiskey Buttes 1-6 well. Nothing in this instrument shall be construed as having mortgaged, encumbered or assigned any interest in the Whiskey Butte Unit, including, without limitation, any interest in the Whiskey Buttes Unit derived from any portion of Federal Lease No. USA WYW 0309532A that may become part of a future communitized area in connection with any drilling or production operations. RELATED CONTRACTS: Operating Agreement dated May 16, 1979 between Reserve Oil, Inc., as operator, and David S. Towner Enterprises, as non-operator; Agreement dated August 17, 1979, as amended by Letter Agreement dated August 17, 1979, between Reserve Oil, Inc. and CNR Resources, Inc., Operating Agreement dated August 17, 1979 between Getty Oil Company, as operator, and CNR Resources, inc., et al. as non-operators; Collateral Agreement dated effective June 1, 1988, between Texaco Producing Inc. and Meridian Oil Production Inc., regarding underproduction, overproduction, indemnification and gas balancing agreements; An Assignment and Bill of Sale from Natural Gas processing Co. to KCS Resources, Inc., d/b/a KCS Mountain Resources, Inc., dated November 8, 1995, recorded in Book 377, Page 231, is 32 72850 000068 subject to a Purchase and Sale Agreement dated September 8, 1995, between Natural Gas Processing Co. and KCS Resources, Inc., d/b/a KCS Mountain Resources, Inc.; and Purchase and Sale Agreement dated August 12, 1999 between KCS Resources, Inc., d/b/a KCS Mountain Resources, Inc., and Double Eagle Petroleum and Mining Company. INTERESTS OWNED: WELLBORE ONLY LIMITED FROM THE SURFACE OF THE EARTH TO A DEPTH OF 11,300 FEET, WHICH IS THE TOTAL DEPTH DRILLED IN THE WHISKEY BUTTES #1-6 WELL Before payout As Determined Under Joint Venture Agreement Dated August 17. 1979 between CNR Resources. Inc. and Heron Petroleum Co. Limited Working Interest Net Revenue Interest 87.500000% 73.859375% After Payout As Determined Under Joint Venture Agreement Dated August 17. 1979 between CNR Resources. Inc. and Heron Petroleum Co. Limited Working Interest Net Revenue Interest 90.625000% 73.859375% 72850 33 000069 XIV. Y ose Cattle 40-35 (Wellbore Rights Only) WELL NAME AND LOCATION: Y ose Cattle 40-35 Township 28. North. Range 112. West. 6th P.M. Section 35: NW/4SE/4 Sublette County, Wyoming ASSOCIATED LEASES AND LANDS: Lessor: Lease Date: Lessee: Recorded: Description: Y ose Cattle Company December 17, 1986 Belco Petroleum Corporation Book 64 O&G, Page 76 . Township 28 North. Range 112 West. 6th P.M. Section 35: NW4SE/4 Sublette County, Wyoming . Lessor: Lease #: Lease Date: Description: United States WYW-54471 September 1, 1976 Township 28 North. RanlZ:e 112 West. 6th P.M. Section 35: SI2SE/4, NE/4SE/4 Sublette County, Wyoming INS OF AR AND ONLY INSOFAR as the Leases relate to the wellbore only of the Y ose Cattle Company 40-35 well described above, and excepting all other rights. RELATED CONTRACTS: Communitization Agreement "CA") designated as WY 110531 (fka WY 049P56-86C865, approved October 30, 1985, to be effective August 25, 1984, which CA communities all rights as to natural gas and associated hydrocarbons (collectively, the "Communitized Substances") producible from the Bear River formation underlying the W/2 of Section 15, T27N, RIll W, 6th P.M. Farmout Agreement dated May 6, 1983, between Terra Resources, Inc. and TXO Production Corp., as farmors, and Energetics, Inc., as farmee; and Transfer, Assignment or Sublease of Operating Rights in Oil and Gas Lease dated January 23, 2985, between Terra Resources, Inc. and TXO Production Corp., as assignor, and Energetics, Inc. as assignee. 34 72850 INTERESTS OWNED: GAS PRODUCTION ONLY FROM THE WELLBORE ONLY As to the Frontier Formation Working Interest 49.128975% (BPO) 29.270936% (APO) Net Revenue Interest 38.708100% (BPO) 23.911854% (APO) As to the Bear River Formation Workin!! Interest 45.895000% (BPO/BNCP1) 27.492250% (APO/BNCP) 29.270936% (APO/ANCP2) I BNCP refers to "before non-consent payout." 2 ANCP refers to "after non-consent payout." 72850 Net Revenue Interest 36.185600% (BPO/BNCP) 22.480012% (APO/BNCP) 23.911854% (APO/ANCP) 35 000070 PART B: STATE LEASES 000071. XXV. County Line 16-1 (Operating Rights) WELL NAME AND LOCATION: County Line 16-1 Township 26 North. Range III West. 6th P.M. Section 16: NE/4NE/4 Sweetwater County, Wyoming ASSOCIATED LEASES AND LANDS: Lessor: Lease #: Lease Date: Recorded: Lessee: Description: State of Wyoming 83-00511 September 2, 1983 Book 76 Oil and Gas, Page 73 Martin, William and Judson, et al. Township 26 North. Range III West. 6th P.M. Section 16: NE/4 (160 acres more or less) Sweetwater County, Wyoming FROM THE SURFACE OF THE EARTH TO A DEPTH OF 9,805 FEET SUBSURFACE. INTERESTS OWNED: Operating Rights From the surface of the earth to a depth of9,805 feet subsurface Working Interest 100.00% Net Revenue Interest 75.00% 36 72850 XXVI. Phillips State #2-16 000072 WELL NAME AND LOCATION: Phillips Sate #2-16 Township 27 North. Range III West. 6th P.M. Section 16: NW/4SE/4 Sublette County, Wyoming ASSOCIATED LEASES AND LANDS: Lessor: Lease #: Lessee: Lease Date: Description: State of Wyoming Wyoming State Lease #72-28069 Betty B. Shaffer November 13, 1972 Township 27 North. Range III West. 6th P.M. Section 16: SI2 Sublette County, Wyoming Limited in depth from the surface of the earth down to the stratigraphic equivalent of 10,550 feet as encountered in the Heron 10-16 Well, located in the NE/4NW/4 of Section 16, T27N, RIIIW, 6th P.M., and (as to a portion of the interest assigned) from the surface of the earth to the stratigraphic equivalent ofthe total depth drilled (10,700 feet) in the Phillips State 1-16 Well in the SE/4SW/4 of said Section 16. RELATED CONTRACTS: Letter Agreement (Farmout Agreement) dated April 28, 1982, as amended June 29, 1982,between General American Oil Company of Texas and Energetics, Inc. with respect to, among other things, the right of General American Oil Company of Texas to convert the 6% overriding royalty interest reserved by it in the Partial Assignment of Oil and Gas Lease dated January 24, 1983, between General American Oil Company of Texas and Energetics, Inc. The Plan of Reorganization filed in the United States Bankruptcy Court, district of Colorado, Case Nos. 84-B-5325 and 84-B-5326, entered and approved by the Court and creditors effective June 28, 1985; Agreement dated September 5, 1985, between Phillips Petroleum Company and Terra Resources Company; Farmout Agreement dated September 27, 1985, between ITR Petroleum, Inc., et al., as fannors, and Terra Resources Company, as farmee, as amended October 11, 1985 and October 23, 1985; Operating Agreement dated January 1,1983, between Energetics Oil Company, as operator, and Energetics 1981 Year-End, Ltd., et al. as non-operators; and 37 72850 000073 Farmout Agreement dated December 5, 1985, between Energetics Oil Company and Terra Resources Company. INTERESTS OWNED: LIMITED IN DEPTH FROM THE SURFACE OF THE EARTH DOWN TO THE STRATIGRAPHIC EQUIVALENT OF 10,550 FEET AS ENCOUNTERED IN THE HERON 10-16 WELL (the "Heron Well"), LOCATED IN THE NE/4NW/4 OF SECTION 16, T27N, RIll W, SUBLETTE COUNTY, WYOMING. SW/4 Section 16 from the surface to 10,500 feet Working Interest 82.500000% Net Revenue Interest 68.8778475% ORRI 0.615529% SW/4 Section 16 from 10,500 to 10,555 feet Working Interest 47.9398910% Net Revenue Interest 40.0242% ORRI 0.01519705% SW/4 Section 16 from 10,555 to 10,700 feet Working Interest 50.000000% Net Revenue Interest 43.5600000% SE/4 Section 16 from the surface to 10,500 feet Working Interest 59.972519% Net Revenue Interest 52.019129% SE/4 Section 16 from 10,500 to 10,555 feet Working Interest 37.384809% Net Revenue Interest 32.4269392% SE/4 Section 16 from 10,555 to 10,700 feet Working Interest 50.000000% Net Revenue Interest 43.3691385% 72850 38 XXVII. State 1-16 (Wellbore Rights Only) WELL NAME AND LOCATION: State 1-16 Township 18 North. Range III West. 6th P.M. Section 16: SW/4NW/4 Sweetwater County, Wyoming ASSOCIATED LEASES AND LANDS: 000074 State of Wyoming Lease #99-771 dated effective as of December 2, 1999, insofar and only insofar as said Lease covers the following described lands: Township 18 North. Range 111 West. 6th P.M. Section 16: SW/4NW/4 Sweetwater County, Wyoming INTERESTS OWNED (UNCONFIRMED): WELLBORE ONLY Working Interest 100.00% Net Revenue Interest 75.00% 39 72850 PART C: FEE LEASES 000075 XXVIII. Chapel Canyon #10-25 (WeUbore Rights) WELL NAME AND LOCATION: Chapel Canyon #10-25 Township 28 North. Range 112 West. 6th P.M. Section 25: C NW/4 Sublette County, Wyoming ASSOCIATED LEASES AND LANDS: Lessor: Lessee: Lease Date: Recorded: Description: Rock Springs National Bank, Successor Trustee for the Fear Family Trust Hanson & Strahn, Inc. July 16, 1997 Book 106 O&G, at Page 368 Township 28 North. Range 112 West. 6th P.M. Section 25: Lots 2, 5, N/2NW/4, SE/4NW/4 Sublette County, Wyoming Lessor: Lessee: Lease Date: Recorded: Description: Daniel E. Chapel Hanson & Strahn, Inc. January 29, 1998 Book 1070 & G, at Page 112 Township 28 North. Range 112 West. 6th P.M. Section 25: Lots 2,5, N/2NW/4, SE/4NW/4 Sublette County, Wyoming INSOFAR AND ONLY INSOFAR as the Leases relate to the wellbore only of the Chapel Canyon 10-25 well described above, all other rights being excepted. INTERESTS OWNED (UNCONFIRMED): WELLBORE ONLY Working Interest 100.00% Net Revenue Interest 75.00% 40 72850 XXIX. Chapel Canyon #30-18 (Wellbore Rights) 000076 WELL NAME AND LOCATION: Chapel Canyon #30-18 Township 28 North. Range III West. 6th P.M. Section 18: NE/4SW/4 Sublette County, Wyoming ASSOCIATED LEASES AND LANDS: Lessor: Lessee: Lease Date: Recorded: Description: Rock Springs National Bank, Successor Trustee for the Fear Family Trust Crown February 12, 1999 Book 1100 & G, at Page 563, as Reception No. 272292 Township 28 North, RanlZe III West. 6th P.M. Section 18: Lot 3 (19.62),4 (20.28), NE/4SW/4 (33.00), SE/4SW/4 (26.00) (Land in the EI2SW/4 is the acreage reserved by the Fear family below the High Line Canal as it was in 1931.) Containing 98.90 acres. Sublette County, Wyoming THIS LEASE COVERS ONLY THOSE RIGHTS FROM THE SURFACE TO 11,300 FEET SUBSURFACE. Lessor: Lessee: Lease Date: Recorded: Description: Lillian Steadman Gilbert, Jennifer Rose Gilbert and Alicia Ann Gilbert Crown August 19, 1999 Book 112 0 & G, at Page 219, as Reception No. 275027 Township 28 North, RanlZe III West. 6th P.M. Section 18: NE/4SW/4 (7.00), SE/4SW/4 (14.00). Land in the E/2SW4 reserved by the Gilbert (Reardon).family above the line of the High Line Canal as it was in 1931. THIS LEASE COVERS ONLY THOSE RIGHTS FROM THE SURFACE TO 11,300 FEET SUBSURFACE. Lessor: Lessee: LeaseDate: Recorded: Description: Patricia Ramage Steadman and husband, Harry J. Steadman Belco Petroleum Corporation Not known B()ok 51, at Page 568 Township 28 North, Range 111 West. 6th P.M. Section 18: E/2SW/4 LESS those lands lying east or above the line of survey of the High Line Canal Sublette County, Wyoming 41 72850 000077 Lessor: Lessee: Lease Date: Recorded: Description: 15t National Bank of Kemmerer, Trustee for the Fear Family Trust Thomas F. Stroock Not known Book 48, at Page 632 Township 28. North. Range 111. West. 6th P.M. Section 18: E/2SW/4 LESS those lands lying east or above the line of survey of the High Line Canal Sublette County, Wyoming INTERESTS OWNED (UNCONFIRMED): WELLBORE ONLY Working Interest 100.00% Net Revenue Interest 75.00% 72850 42 XXX. Christmann #1-18 (WeUbore Rights Only) 000078 WELL NAME AND LOCATION: Christmann #1-18 Township 20 North. Range 112 West. 6th P.M. Section 18: SE/4NW/4 Lincoln County, Wyoming ASSOCIATED LEASES AND LANDS: Lease dated July 22, 1977, recorded in Book 143PR, at Page 638, Lincoln County, Wyoming, real property records, from Prank William Sears et aI., as lessor, to John J. Christmann, as lessee, insofar and only insofar as said Lease covers the following described lands: Township 20 North. Range 112 West. 6th P.M. Section 18: Lots 1,2,3, E/2, E/2W/2 Lincoln County, Wyoming INSOFAR AND ONLY INSOFAR as the leased lands contributes to the drill site spacing unit and limited to the Christmann No.1 wellbore and the production therefrom. INTERESTS OWNED: WELLBORE ONLY Working Interest 100.0000% Net Revenue Interest 72.5000% 43 72850 XXXI. Split River #24-35 000079 WELL NAME AND LOCATION: Split River #24-35 Township 28 North. RanlZe 112 West. 6th P.M. Section 15: SE/4SW/4 Sublette County, Wyoming ASSOCIATED LEASES AND LANDS: 1. Oil and Gas Lease dated March 17, 1981, from Viola Waters, a widow, as Lessor, to Edward J. Ackman, as Lessee, recorded in Book 61 of 0 & G, Page 508, ofthe records of Sublette County, Wyoming as ratified by instrument dated June 13, 1981, recorded in Book 62 of 0 & G, Page 95, and as amended by Modification of Lease Description dated September 1, 1983, recorded in Book 69 of 0 & G, Page 334, insofar only as said lease, as amended and ratified, covers the following lands: Township 28 North. Range 112 West. 6th P.M. Section 35: Lots 7, 10, 11 and the bed of the Green River riparian thereto, insofar as said lands lie within the SW/4 of Section 35, Township 28 North, Range 112 West, being the spacing unit for the Split River Fee No. 24-35 well. Township 28 North. Range 112 West. 6th P.M. Section 35: Lot 6 and the bed of the Green River riparian thereto. TownshiD 27 North. Range 112 West. 6th P.M. Section 2: Lot 4 and the bed of the Green River riparian thereto. INSOFAR AND ONLY INSOFAR as said lease covers rights ftom the surface of the earth down to the depth of9,132 feet as encountered in the Diamond Shamrock Split River Fee No. 24-35 well, located in the SW/4 of Section 35, Township 28 North, Range 112 West, Sublette County, Wyoming. 2. Oil and Gas Lease dated December 17,1981, from Yose Cattle Company, a Wyoming corporation, as Lessor, to Belco Petroleum Corporation, as Lessee, recorded in Book 64 of 0 & G, Page 76, of the records of Sublette County, Wyoming, insofar only as said lease covers the following lands: Township 28 North. Range 112 West. 6th P.M. Section 35: Lot 8 (35.12 acres) and NW/4SE/4 including all accretion and/or riparian rights pertaining thereto, Sublette County, Wyoming. INS OF AR AND ONLY INSOFAR as said lease covers rights from the surface of the earth down to the stratigraphic equivalent of 9, 132 feet as defined in the Diamond 44 72850 000080 Shamrock split River Fee No. 24-35 well, located in the SW/4 of Section 35, Township 28 North, Range 112 West, Sublette County, Wyoming. 3. USA Lease No. W-012953A Township 28 North. Range 112 West. 6th P.M. Section 35: Lot 9 Containing 13.19 acres, more or less Sublette County, Wyoming Limited in depth from the surface of the earth to the stratigraphic equivalent of9,132 feet as found in the Diamond Shamrock Split River Fee No. 24-35 Well, located in the SW/4 of Section 35, Township 28 North, Range 112 West, Sublette County, Wyoming. INTERESTS OWNED (UNCONFIRMED): WELLBORE ONLY Working Interest 100.00%BPO Net Revenue Interest 75.00%BPO (After payout interests unconfirmed, but may result in a 50% reduction ofthe stated before payout interests.) 72850 45 !J!y EnerllV. Inc.' Production Acquisition 000081 Well Name Well Location County State GWIINI SG 524-23 SW OF SECTION 23- T7S-R96W GARFIELD CO .0800930 SG 424-23 SW OF SECTION 23- T7S-R96W GARFIELD CO .0800930 SG 323-23 SW OF SECTION 23- T7S-R96W GARFIELD CO .0800930 SG 24-23 SW OF SECTION 23- T7S-R96W GARFIELD CO .0800930 SG 523-23 SW OF SECTION 23- T7S-R96W GARFIELD CO .0800930 SG 423-23 SW OF SECTION 23- T7S-R96W GARFIELD CO .0800930 SG 323-23 SW OF SECTION 23- T7S-R96W GARFIELD CO .0800930 SG 23-23 SWOF SECTION 23-T7S-R96W GARFIELD CO .0800930 SG 514-23 SW OF SECTION 23- T7S-R96W GARFIELD CO .0800930 SG 314-23 SW OF SECTION 23-T7S-R96W GARFIELD CO .0800930 SG 414-23 SW OF SECTION 23- T7S-R96W GARFIELD CO .0800930 Union Pacific Railroad Company to Ivy Energy, Inc. Lease dated January 1,2006 recorded in Garfield County, Colorado Records: Book 1864/Pafle 218. Black Diamond Minerals, LLC owns a gross working interest of. 08009301 and net revenue interest of. 06006975 in the SW/4 of Section 23-7S-96W, Garfield County, Colorado from the surface to the base of the Cameo Williams Forkformation. Said rights include leasehold, wells, production, material and facilities. TeDee Park Ranch 000082 West Side (surface to 500 feet only): TownshiD 7 South. Ramze 94 West. 6th P.M. Section 15: 8/28/2 Part of Drake No.3 Part of Drake No.4 Part of Drake No.5 Part of Alberta No. 1 Part of Alberta No.2 Part of Alberta No.3 Part of Alberta No.4 Part of Alberta No.5 Part ofP. C. Junior No.1 Part ofP. C. Junior No.2 Part of P. C. Junior No.3 Part of Virginia No.1 Alice Alice No. 1 Alice No.2 Alice No.3 Little Maud No.1 Little Maud No.3 Little Maud No.5 Little Maud No.7 Little Maud No.9 Little Maud No. 11 Little Maud No. 12 Little Maud No. 15 Oil Shale Placer mining claims designated as Survey No. 20096, embracing a portion of Sections 24 and 25 and the unsurveyed portion of Township 7 South, Range 94 West of 6th P.M., as described in United States Patent Recorded December 17, 1932 in Book 164 at Page 486. [Covering East Side (Surface and All DeDths/Minerals): Mt. MamlTI No.1 Mt. Mamm No.2 Mt. Mamm No.3 Mt. MamlTI No.4 Mt. Mamm No.5 Mt. Mamm No.6 Mt. Mamm No.8 Mt. Mamm No.9 000083 As described in United States Patent No. 1051431 recorded December 16, 1931 in Book 168 at Page 254 as Reception No. 111666 of the Garfield County Records, the foregoing description. is now known as: Tract 42 in Sections 5, 6, 7 and 8, Township 8 South, Range 93 West ofthe Sixth Principal Meridian, Garfield County, Colorado, and Tract 65 in Section 30 and 31, Township 7 South, Range 93 West of the Sixth Principal Meridian, Garfield County, Colorado, according to the re-survey thereof. Mt. Maml11 No. 10 Mt. Mamm No. 11 As described in United States Patent No. 1051425 recorded December 16, 1931 in Book 168 at Page 255 as Reception No. 111667 ofthe Garfield County Records. Mt. Mamm No. 12 Mt. Mamm No. 13 Mt. Mal11m No. 14 Mt. Mamm No. 15 As described in United States Patent No. 1119490 recorded May 21, 1945 in Book 209 at Page 447 as Reception No. 154101 ofthe Garfield County Records.