HomeMy WebLinkAbout961379Dated effective as of
September 1, 2011
FROM
BREITBURN OPERATING L.P.
AS MORTGAGOR, TRUSTOR AND DEBTOR
TO
KYLE G. HRANICKY, TRUSTEE
FOR THE BENEFIT OF
WELLS FARGO BANK, NATIONAL ASSOCIATION, ADMINISTRATIVE AGENT
AS MORTGAGEE, BENEFICIARY AND SECURED PARTY
RECEIVED 10/13/2011 at 3:13 PM
RECEIVING 961379
BOOK: 774 PAGE: 312
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
DEED OF TRUST, MORTGAGE, ASSIGNMENT OF PRODUCTION,
SECURITY AGREEMENT AND FINANCING STATEMENT
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
Randy Browne
Haynes and Boone, L.L.P.
1221 McKinney, Suite 2100
Houston, Texas 77010
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Wyoming
A CARBON, PHOTOGRAPHIC, FACSIMILE, OR OTHER REPRODUCTION OF THIS
INSTRUMENT IS SUFFICIENT AS A FINANCING STATEMENT.
THIS INSTRUMENT CONTAINS AFTER ACQUIRED PROPERTY PROVISIONS, SECURES
PAYMENT OF FUTURE ADVANCES, AND COVERS PROCEEDS OF COLLATERAL.
THIS INSTRUMENT COVERS MINERALS AND OTHER SUBSTANCES OF VALUE WHICH MAY
BE EXTRACTED FROM THE EARTH (INCLUDING WITHOUT LIMITATION OIL AND GAS),
AND THE ACCOUNTS RELATED THERETO, WHICH WILL BE FINANCED AT THE
WELLHEADS OR MINEHEADS OF THE WELLS OR MINES LOCATED ON THE PROPERTIES
DESCRIBED IN THIS INSTRUMENT. THIS INSTRUMENT IS TO BE FILED FOR RECORD,
AMONG OTHER PLACES, IN THE REAL ESTATE OR COMPARABLE RECORDS OF THE
COUNTIES AND /OR PARISHES REFERENCED IN EXHIBIT A HERETO.
A POWER OF SALE HAS BEEN GRANTED IN THIS MORTGAGE. A POWER OF SALE MAY
ALLOW MORTGAGEE OR ANY HOLDER TO TAKE THE MORTGAGED PROPERTIES AND
SELL THEM WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY
THE MORTGAGOR UNDER THIS MORTGAGE.
DEED OF TRUST, MORTGAGE, ASSIGNMENT OF PRODUCTION,
SECURITY AGREEMENT AND FINANCING STATEMENT
THIS DEED OF TRUST, MORTGAGE, ASSIGNMENT OF PRODUCTION, SECURITY
AGREEMENT AND FINANCING STATEMENT (herein called the "Mortgage is dated effective
as of September 1, 2011, by BREITBURN OPERATING L.P., a Delaware limited partnership
"Mortgagor with an address at 515 South Flower St., Suite 4800, Los Angeles, CA 90071, to KYLE
G. HRANICKY, Trustee "Trustee whose address is 1000 Louisiana, Ninth Floor, Houston, Texas
77002, for the benefit of WELLS FARGO BANK, NATIONAL ASSOCIATION, "Mortgagee
whose address is 1000 Louisiana, Ninth Floor, Houston, Texas 77002, as administrative agent for the
benefit of the financial institutions (the "Lenders from time to time party to that certain Second
Amended and Restated Credit Agreement dated as of May 7, 2010, by and among Mortgagor, Mortgagee
and the Lenders (such agreement, as may from time to time be amended or supplemented, the "Credit
Agreement
WITNESSETH:
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Mortgagor, for a sufficient consideration received, does hereby MORTGAGE, GRANT,
BARGAIN, SELL, ASSIGN, TRANSFER and CONVEY WITH POWER OF SALE unto Trustee and to
Trustee's successors in this trust, the following described real and personal property, rights, titles, interests
and estates but excluding the Excluded Assets as hereinafter defined (herein collectively called the
"Mortgaged Properties
(a) All rights, titles, interests and estates now owned or hereafter acquired by Mortgagor in
and to the oil and gas and /or the oil, gas and mineral leases (herein sometimes called the "Leases
operating rights, forced pooling orders and farmout agreements and other contractual or other rights
relating to oil, gas and mineral rights, described on Exhibit A which is attached hereto and made a part
hereof for all purposes, or which Leases are otherwise mentioned or referred to herein and specifically,
but without limitation, Mortgagor's undivided interests in the Leases as specified on Exhibit A, even
though Mortgagor's interests therein be incorrectly described or a description of a part or all of such
Leases or Mortgagor's interests therein be omitted;
(b) All rights, titles, interests and estates now owned or hereafter acquired by Mortgagor in
and to (i) the properties now or hereafter pooled or unitized with the Leases; (ii) all presently existing or
future unitization, communitization, pooling agreements and declarations of pooled units and the units
created thereby (including, without limitation, all units created under orders, regulations, rules or other
official acts of any Federal, State or other governmental body or agency having jurisdiction) which may
affect all or any portion of the Leases including, without limitation, those units which may be described or
referred to in Exhibit A; and (iii) all operating agreements, contracts and other agreements described or
referred to in this instrument which relate to any of the Leases or interests in the Leases described or
referred to herein or in Exhibit A or to the production, sale, purchase, exchange or processing of the
"Hydrocarbons" (hereinafter defined) from or attributable to such Leases or interests;
(c) All rights, titles, interests and estates now owned or hereafter acquired by Mortgagor in
and to all oil, gas, casinghead gas, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and
all products refined therefrom and all other minerals (herein collectively called the "Hydrocarbons in
and under and which may be produced and saved from or attributable to the Leases, the lands covered
thereby and Mortgagor's interests therein, including all oil in tanks and all rents, issues, profits, proceeds,
products, revenues and other income from or attributable to the Leases, the lands covered thereby and
Mortgagor's interests therein which are subjected or required to be subjected to the liens and security
interests of this Mortgage;
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(d) All now owned or hereafter acquired tenements, hereditaments, appurtenances and
properties in anywise appertaining, belonging, affixed or incidental to the Leases, properties, rights, titles,
interests and estates described or referred to in subparagraphs (a) and (b) and (c) above, including,
without limitation, any and all property, real or personal, now owned or hereafter acquired and situated
upon, used, held for use, or useful in connection with the operating, working or development of any of
such Leases or properties (excluding drilling rigs, automotive equipment or other personal property which
may be on such premises for the purpose of drilling a well or for other similar temporary uses) and
including any and all oil wells, gas wells, injection wells or other wells including without limitation those
described on Exhibit A hereto, buildings, structures, field separators, liquid extraction plants, plant
compressors, pumps, pumping units, field gathering systems, tanks and tank batteries, fixtures, valves,
fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, appliances, tools,
implements, cables, wires, towers, casing, tubing and rods, surface leases, rights -of -way, easements and
servitudes together with all additions, substitutions, replacements, accessions and attachments to any and
all of the foregoing properties;
(e) Any property that may from time to time hereafter by delivery or by writing of any kind
be subjected to the lien or security interests hereof by Mortgagor or by anyone on Mortgagor's behalf; and
the Trustee is hereby authorized to receive the same at any time as additional security hereunder; and
(f) All of the rights, titles and interests of every nature whatsoever now owned or hereafter
acquired by Mortgagor in and to the Leases, properties, rights, titles, interests and estates and every part
and parcel thereof, including, without limitation, said Leases, properties, rights, titles, interests and estates
as the same may be enlarged by the discharge of any payments out of production or by the removal of any
charges or "Permitted Encumbrances" (hereinafter defined) to which any of said Leases, properties,
rights, titles, interests or estates are subject, or otherwise; together with any and all renewals and
extensions of any of said Leases, properties, rights, titles, interests or estates; and all contracts and
agreements supplemental to or amendatory of or in substitution for the Leases, the contracts and
agreements described or mentioned above and any and all additional interests of any kind hereafter
acquired by Mortgagor in and to said Leases, properties, rights, titles, interests or estates;
in trust, however, with a power of sale, for the proposes, uses and benefits hereinafter set out.
Excluded Assets means: (i) all equity interests of any kind if, and to the extent that, and for so long as,
doing so would violate applicable law or a contractual obligation binding on such equity interests; (ii) any
assets acquired after the date hereof, to the extent that, and for so long as, taking such actions would
violate a contractual obligation binding on such assets that existed at the time of the acquisition thereof
and was not created or made binding on such assets in contemplation or in connection with the acquisition
of such assets; (iii) any lease, license, contract, property right or agreement to which Mortgagor is a
party and any of its rights or interests thereunder if, and only for so long as, the grant of a security interest
hereunder shall constitute or result in a breach, termination or default under any such lease, license,
contract, property right or agreement (other than to the extent that any such term would be rendered
ineffective pursuant to Section 9.406, 9.407, 9.408 or 9.409 of the UCC); and (iv) any Building (as
defined in the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defined in the
applicable Flood Insurance Regulation). As used herein, "Flood Insurance Regulations" shall mean (a)
the National Flood Insurance, Act of 1968 as now or hereafter in effect or any successor statute thereto,
(b) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statue thereto,
(c) the National Flood Insurance Reform Act of 1994 (amending 42 USC 4001, et seq.), as the same may
be amended or recodified from time to time, and (d) the Flood Insurance Reform Act of 2004 and any
regulations promulgated thereunder.
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TO HAVE AND TO HOLD the Mortgaged Properties unto Trustee, and Trustee's successors and
assigns, forever, in accordance with the terms and provisions hereof.
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To the extent this Mortgage may have ever caused any such Buildings or Manufactured (Mobile) Homes
to be included in the Mortgaged Properties, such property is hereby excluded from the lien created by this
Mortgage.
ARTICLE I.
OBLIGATIONS SECURED
1.1 The foregoing conveyance is made in trust to secure and enforce payment and
performance of each of the following (herein collectively called the "Obligations
(a) Any and all present or future indebtedness, obligations and liabilities of
Mortgagor and all other Loan Parties incurred under, arising out of or in connection with the
Credit Agreement which obligations may be evidenced in whole or in part, from time to time by
promissory notes executed by BreitBurn Operating L.P. and bearing interest at the variable rates
therein provided, said principal and interest being payable as therein provided, with a final
maturity date of May 9, 2016 if not sooner paid (the "Notes as same may be renewed and
extended, in whole or in part, including all amendments, assignments, modifications (including
increases, if any) and rearrangements thereof, the Credit Agreement and the Notes containing
usual provisions for increased interest after maturity or default, and acceleration and attorneys'
fees in the event of a default under the terms thereof;
(b) any sums which may be advanced or paid by Mortgagee or the Lenders under the
terms hereof or of the Credit Agreement or other Loan Documents on account of the failure of
Mortgagor to comply with the covenants of Mortgagor contained herein, or the failure of
Mortgagor or any other Loan Party to comply with the covenants of Mortgagor or any other Loan
Party contained in the Credit Agreement or any other Loan Documents; and all other
indebtedness of the Mortgagor arising pursuant to the provisions of this Mortgage, including
penalties, indemnities, legal and other fees, charges and expenses, and amounts advanced by and
expenses incurred in order to preserve any collateral or security interest, whether due after
acceleration or otherwise;
(c) all advances, debts, liabilities, obligations, covenants and duties owing or to be
owing, whether direct or indirect (including those acquired by assignment), absolute or
contingent, due or to become due, now existing or hereafter arising or incurred, by Mortgagor or
any other Loan Party: (i) to any Lender, Issuing Lender, Mortgagee, Indemnitee or other
Indemnified Party under any Loan Document; (ii) to any Lender or any Affiliate of a Lender
under any futures contracts, forward contracts, swap, cap or collar contracts, option contracts,
hedging contracts or other derivative contracts or similar agreements covering oil and gas
commodities or prices or financial, monetary or interest rate instruments entered into not in
contravention of and subject to the terms of the Credit Agreement; (iii) all renewals, extensions
and rearrangements of the foregoing; and (iv) all interest (including, without limitation, interest
accruing at any post- default rate and interest accruing after the filing of any petition in
bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether
or not a claim for post filing or post petition interest is allowed in such proceeding) in respect of
all of the obligations described in this Section 1.1 and all costs of collection and attorneys' fees,
all as provided herein and in the other Loan Documents, and
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(d) any and all other present or future indebtedness, obligations and liabilities of
Mortgagor or any other Loan Party incurred under, arising out of or in connection with all other
debts, obligations and liabilities of every nature whatsoever presently or at any time hereafter
owing under the Notes, Credit Agreement, the Loan Documents, or hereunder or under any other
indebtedness by Mortgagor pursuant to the Loan Documents, whether direct or indirect, primary
or secondary, fixed or contingent, arising from guaranty, endorsement, suretyship, assignment or
otherwise, it being expressly contemplated that Mortgagee, any Lender or Lenders may from time
to time hereafter make additional advances to or on behalf of Mortgagor and that Mortgagor may
from time to time hereafter otherwise become further obligated or indebted to Mortgagee, and
Lender or Lenders.
1.2 Mortgagor specifically waives presentment, protest, notices of dishonor, intention to
accelerate and acceleration.
1.3 The Credit Agreement, Notes, this Mortgage and the other documents now or hereafter
delivered by the Mortgagor to, or for the benefit of, the Mortgagee in connection with the Obligations are
herein sometimes collectively referred to as the "Loan Documents All capitalized terms not defined
herein are defined in the Credit Agreement.
ARTICLE II.
REPRESENTATIONS, WARRANTIES AND COVENANTS
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2.1 Mortgagor represents and warrants to, and covenants and agrees with Mortgagee, Trustee
(said term as used herein being intended to mean the Lenders or any other holder or holders from time to
time of the Obligations or any part thereof or any interest therein), and with each of them, so long as the
Obligations or any part thereof (other than Obligations in respect of indemnification, expense
reimbursement, tax gross -up or yield protection for which no claim has been made) remains unpaid, as
follows:
(a) To the extent failure to do so would have a material adverse effect on the value of
the Mortgaged Properties, Mortgagor, or Mortgagor's predecessor or predecessors in title to each
of the Mortgaged Properties, have properly and timely performed whatever may be required by
the provisions of each of the Leases (or by any contract, assignment or conveyance under which
Mortgagor holds title to any of the Mortgaged Properties) to perpetuate the Leases and to perfect
or maintain Mortgagor's title. To the extent failure to do so would have a material adverse effect
on the value of the Mortgaged Properties, Mortgagor shall pay and discharge or cause to be paid
or discharged all rentals, delay rentals, royalties, production payments, and indebtedness required
to be paid by Mortgagor, and perform or cause to be performed, each and every act, matter, or
thing required of Mortgagor by each and all of the Leases, assignments, deeds, subleases,
contracts and agreements in any way relating to the Mortgaged Properties and do all other things
necessary of Mortgagor to keep unimpaired the rights of Mortgagor thereunder and to prevent the
forfeiture thereof or default thereunder.
(b) Mortgagor has good and defensible title to and is possessed of the Mortgaged
Properties, free of any and all adverse claims, rights of others, liens, encumbrances, security
interests, contracts, agreements, preferential purchase rights or other restrictions or limitations of
any nature or kind except those which are Permitted Encumbrances as defined in Exhibit A.
Mortgagor hereby covenants that Mortgagor will warrant and forever defend the same against the
claims of all persons whomsoever lawfully claiming or to claim the same or any part thereof,
subject to the Permitted Encumbrances. Mortgagor owns an undivided working interest
(hereinafter defined) and a net revenue interest (hereinafter defined) in the Leases of not less than
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those set forth in Exhibit A; no operating agreement, contract or other agreement affecting any
part of the Mortgaged Properties to which Mortgagor is a party or to which Mortgagor is bound
requires Mortgagor to bear any of the costs relating to the Mortgaged Properties greater than the
working interest of Mortgagor in any such portion of the Mortgaged Properties, except in the
event that Mortgagor is obligated under an operating agreement to assume a portion of a
non- consenting party's share of costs and expenses and, as a result thereof shall own and be
entitled to receive an equivalent portion of such non consenting party's interests in the well and
share of Hydrocarbons produced therefrom; all proceeds from the sale of Mortgagor's share of the
Hydrocarbons being produced from the Mortgaged Properties are currently being paid in full to
Mortgagor by the purchasers thereof on a timely basis and none of such proceeds are currently
being held in suspense by such purchaser or any other party; and Mortgagor has full power and
lawful authority to bargain, grant, sell, mortgage, assign, transfer, convey and grant a security
interest in all of the Mortgaged Properties all in the manner and form herein provided and without
obtaining the waiver, consent or approval of any lessor, sublessor, governmental agency or entity
or party whomsoever or whatsoever. Mortgagor will at all times protect and defend the title to all
of the Mortgaged Properties, paying all expenses incurred or to be incurred in defending the title
to the same against all claims or charges other than the Permitted Encumbrances, and will
indemnify and hold Holder harmless against any such claim or charge.
(c) Mortgagor shall promptly notify Mortgagee in the event of institution of any suit
for the cancellation of or in any manner materially and adversely affecting any of the Leases or
any land covered or purported to be covered thereby or the land or the title of Mortgagor thereto.
(d) Mortgagor shall not place nor suffer to be placed any lien against, or any security
interest in, any of the Mortgaged Properties or encumber or allow to be encumbered any of the
Mortgaged Properties, whether for indebtedness owed or asserted to be owed by Mortgagor or by
any other party, except for Permitted Encumbrances.
(e) Mortgagor shall pay and discharge promptly all taxes, assessments, and
governmental charges or levies imposed upon Mortgagor or upon the income of Mortgagor or of
any of the Mortgaged Properties as well as all claims of any kind (including claims for labor,
materials, supplies and rent) which, if unpaid, might become a lien upon any or all of the
Mortgaged Properties or Hydrocarbons; provided, however, that Mortgagor shall not be required
to pay any such tax, assessment, charge, levy or claim if (i) the amount, applicability or validity
thereof shall currently be contested in good faith by appropriate proceedings diligently conducted
and if Mortgagor shall have set up reserves therefor adequate under generally accepted
accounting principles or (ii) the failure to do so would not reasonably be expected to have a
Material Adverse Effect.
(f) Except where the failure to do so would not reasonably be expected to have a
Material Adverse Effect, Mortgagor shall operate or cause to be operated all Mortgaged
Properties in a careful and efficient manner in accordance with the practice of the industry and in
compliance with all applicable laws, rules and regulations, and, in the case of the Leases, in
compliance with all applicable proration and conservation laws of the State in which the Leases
are situated, and all applicable laws, rules and regulations of every other agency and authority
from time to time constituted to regulate the development and operation of the Leases and the
production and sale of Hydrocarbons therefrom; provided, however, Mortgagor shall have the
right to contest in good faith by appropriate proceedings, the applicability or lawfulness of any
such law, rule or regulation and, pending such contest, may defer compliance therewith, so long
as such deferment shall not subject the Mortgaged Properties or any part thereof to foreclosure or
loss.
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(g) Except where the failure to do so would not reasonably be expected to have a
Material Adverse Effect, Mortgagor shall keep and maintain or cause to be kept and maintained
all buildings, improvements, equipment and personal property constituting part of the Mortgaged
Properties in good and workable condition at all times, ordinary wear and tear excepted, and
Mortgagor shall make all repairs, replacements, additions, betterments and improvements to the
Mortgaged Properties as are needed and proper so that the business carried on in connection
therewith may be conducted properly and efficiently at all times. To the extent failure to do so
would have a material adverse effect on the value of the Mortgaged Properties, Mortgagor will
not (i) commit or suffer any waste of any of the Mortgaged Properties, (ii) commit or suffer any
violation of any law, regulation, ordinance or contract affecting any of the Mortgaged Properties,
(iii) commit or suffer any demolition, removal or material alteration of any of the Mortgaged
Properties without the prior written consent of Mortgagee, (iv) fail to guard every part of the
Mortgaged Properties from removal, destruction and damage, or (v) do or suffer to be done any
act whereby the value of any part of the Mortgaged Properties may be lessened. Mortgagor, if
required to do so by Mortgagee, promptly shall replace any of the Mortgaged Properties which
may be removed, lost, destroyed or unsuitable for use to maintain production of Hydrocarbons
from the affected Mortgaged Properties.
(h) Mortgagor shall maintain insurance on the Mortgaged Properties and as required
by the Credit Agreement. In the case of any fire, accident or other casualty causing loss or
damage to any of the Mortgaged Properties, the proceeds of such policy shall be used at
Mortgagor's reasonable discretion (i) to repair or replace the damaged Mortgaged Properties, or
(ii) to prepay the Obligations in any manner or order as elected by Mortgagee at the time of such
prepayment.
(i) Mortgagor shall permit any officer or employee of Mortgagee or any Holder to
visit and inspect any of the Mortgaged Properties, examine Mortgagor's books of record and
accounts, take copies and, extracts therefrom and discuss the affairs, finances and accounts of
Mortgagor, at such reasonable times during normal business hours and as often as Mortgagee or
any Holder may reasonably desire, upon reasonable advance notice to Mortgagor.
(j) Mortgagor shall pay the Obligations according to the reading, tenor and effect
thereof, and shall do and perform every act and discharge all of the obligations provided to be
performed and discharged by Mortgagor under the Obligations and under this instrument at the
time or times and in the manner specified.
(k) Consistent with the terms of the Credit Agreement, Mortgagor shall cure
promptly any defects in the creation and issuance of the Obligations and the execution and
delivery of this instrument. Mortgagor at Mortgagor's expense will promptly execute and deliver
to Mortgagee upon request all such other and further documents, agreements and instruments in
compliance with or accomplishment of the covenants and agreements of Mortgagor herein or to
further evidence and more fully describe the Mortgaged Properties, or to correct any omissions in
this instrument, or more fully to state the security obligations set out herein, or to perfect, protect
and, or, preserve any lien or security interest created hereby, or to make any recordings, or to file
any notices, or obtain any consents, all as may be necessary or appropriate in connection with any
thereof. Mortgagor shall pay for all reasonable costs of preparing, recording and releasing any of
the above.
(1) If at any time Mortgagor materially changes the nature or method of operations
on the Mortgaged Properties, any well is hereafter drilled and completed on the Mortgaged
Properties, or there occurs any event (whether natural or due to man) that materially affects the
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amount, cost, rate or lifespan of recovery of Hydrocarbons from the Mortgaged Properties or
there is a material change in the price per unit received for the sale of Hydrocarbons produced
from or attributable to the Mortgaged Properties, upon receiving notice thereof, Mortgagor shall
promptly thereafter inform Mortgagee of such change in operations, events or change in price.
(m) Mortgagor has not created or permitted to exist and will not hereafter create or
permit to exist any gas imbalance or any take -or -pay or other prepayments with respect to any of
the Mortgaged Properties which would require the Mortgagor to deliver Hydrocarbons produced
from the Mortgaged Properties at some future time without then or thereafter receiving full
payment therefor exceeding the volumes permitted by Section 6.12 of the Credit Agreement.
(n) Mortgagor will advise Mortgagee promptly of (i) any lien, privilege, security
interest, encumbrance or claim other than Permitted Encumbrances made or asserted against all or
any part of the Mortgaged Properties and the amount claimed thereby, and (ii) the occurrence of
any other event which would have a material adverse effect on the aggregate value of the
Mortgaged Properties or on the lien and security interest created hereunder, and the amount of the
effect on the Mortgaged Properties.
(o) Mortgagor will promptly notify Mortgagee of any event causing loss or
depreciation in value of the Mortgaged Properties which has a Material Adverse Effect and the
amount of such loss or depreciation.
2.2 If, without the prior written consent of Holders (which consent shall not be unreasonably
withheld), all or any part of the Mortgaged Properties are sold, transferred, assigned or otherwise
conveyed, except as expressly provided in Article VIII hereof, or Mortgagor enters into any contract
agreeing to sell, transfer, assign or otherwise convey all or any part of the Mortgaged Properties, or
Mortgagor creates any lien or encumbrance subordinate to this Mortgage or Mortgagor grants any
easement, right -of -way or any other right whatsoever materially affecting the value of the collateral with
respect to the Mortgaged Properties, other than the Permitted Encumbrances, except as expressly
provided in Article VIII hereof, (all and any of the above herein collectively called "Transfers
irrespective of whether any such Transfers are evidenced by written instruments, and irrespective if such a
written instrument is filed for record, then Mortgagee may, at its option, declare all or any part of the
Obligations immediately due and payable, and Mortgagee shall be entitled to exercise any and all
remedies provided under this Mortgage. Mortgagee, in the exercise of its sole and absolute discretion and
without any duty or obligation to do so, may waive such option to accelerate, if, prior to any Transfers,
the proposed transferee has executed a written assumption agreement accepted in writing by Mortgagee,
containing such terms as Mortgagee, in its sole and absolute discretion may require, including without
limitation, an increase in the rate of interest payable on the Obligations and, or, a modification of the
maturity of the Obligations.
2.3 If Mortgagor fails to perform any act which hereunder it is required to perform or to pay
any money which hereunder it is required to pay, Mortgagee, following an occurrence and during the
continuance of an Event of Default, may perform or cause to be performed such act or pay such money.
Mortgagor will, upon request, promptly reimburse Mortgagee for all amounts expended, advanced or
incurred by Mortgagee to satisfy any obligation of Mortgagor under this instrument or to protect the
Mortgaged Properties or to collect the Obligation or to enforce the rights of Holder under this instrument,
which amounts will include all court costs, attorneys fees, fees of auditors and accountants, and
investigation expenses reasonably incurred by Mortgagee in connection with any such matters, together
with interest on each such amount from the date that the same is expended, advanced or incurred by
Mortgagee until the date of written demand or request by Mortgagee for the reimbursement of same, at a
rate of interest (herein called the "Default Rate equal to the lesser of (i) the maximum lawful rate of
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interest permitted by applicable usury laws, now or hereafter enacted, which interest rate shall change
when and as said laws shall change to the extent permitted by said laws, effective on the day such change
in said laws becomes effective (herein called the "Maximum Lawful Rate or (ii) a varying rate per
annum which is two percent (2 per annum above the Base Rate as defined in the Credit Agreement.
2.4 To the full extent permitted by applicable law, Mortgagor agrees to defend, indemnify
and hold harmless Mortgagee and each Holder and their respective directors, officers, employees,
attorneys and agents "Indemnified Parties from and against any and all loss, cost, expense or liability
(including attorneys' fees and court costs) incurred by any Indemnified Party in connection with or
otherwise arising out of any and all claims or proceedings (whether brought by a private party,
governmental agency or otherwise) for bodily injury, property damage, abatement, remediation,
environmental damage or impairment or any other injury or damage resulting from or relating to any
hazardous or toxic substance or contaminated material located upon, migrating into, from or through or
otherwise relating to the Mortgaged Properties (whether or not the release of such materials was caused
by Mortgagor, a tenant or subtenant of Mortgagor, a prior owner, a tenant or subtenant of any prior owner
or any other party and whether or not the alleged liability is attributable to the handling, storage,
generation, transportation or disposal of such substance or the mere presence of the substance on the
Mortgaged Property), which any Indemnified Party may incur due to the making of the loan evidenced by
the Obligations, the exercise of any of its rights under this Mortgage, or otherwise, but excluding any loss,
cost, expense or liability due to any Indemnified Party's gross negligence or willful misconduct. For the
purposes of the indemnity contained in this paragraph, hazardous or toxic substances or contaminated
material include, but are not limited to, asbestos and those substances within the scope of all federal, state
and local environmental laws and ordinances, including the Resource Conservation and Recovery Act, the
Comprehensive Environmental Response, Compensation and Liability Act and the Superfund
Amendment and Reauthorization Act as same may be amended from time to time. The provisions of this
paragraph shall survive, and shall in no manner or to any extent be extinguished, diminished, novated or
affected by, any foreclosure of the liens created by this Mortgage or any conveyance in lieu of foreclosure
and the repayment of the Obligations and the discharge and release of this Mortgage.
ARTICLE III.
ASSIGNMENT OF RUNS
3.1 For the purpose of additionally securing the payment of the Obligations and to facilitate
the discharge of any of the Obligations and as cumulative of any and all rights and remedies herein
provided for, effective as of the Effective Date, Mortgagor hereby bargains, sells, transfers, assigns, sets
over and conveys unto Mortgagee, its interest in the Hydrocarbons, together with its share of the proceeds
derived from the sale thereof (such proceeds being hereinafter called "proceeds of runs Mortgagor
directs and instructs each purchaser of the Hydrocarbons to pay to Mortgagee all of the proceeds of runs
until such time as such purchaser has been furnished evidence that all Obligations have been paid and that
the lien evidenced hereby has been released. Mortgagor authorizes Mortgagee to receive and collect all
sums of money derived from the proceeds of runs, and no purchaser of the Hydrocarbons shall have the
responsibility for the application of any funds paid to Mortgagee.
3.2 Independent of the foregoing provisions and authorities herein granted, Mortgagor agrees
to execute and deliver any and all transfer orders, division orders and other instruments that may be
requested by Mortgagee or that may be required by the purchaser of the Hydrocarbons for the purpose of
effectuating payment for the proceeds of runs to Mortgagee during the continuance of an Event of Default
as such term is defined below.
3.3 So long as no Event of Default shall have occurred and be continuing and none of the
Obligations secured hereby shall be or become due and unpaid, the monthly proceeds of runs shall be
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released to or upon the order of the Mortgagor. Upon an Event of Default, the monthly proceeds of runs
actually received by Mortgagee may be held by Mortgagee and applied first to the payment of all accrued
interest on the Obligations and then to the payment of installments of principal of the Obligations in
stated order of maturity and then to any other of the Obligations owing by Mortgagor to Mortgagee and
the Lenders in such manner as Mortgagee may elect, with the balance, if any, to be returned to Mortgagor.
In its sole discretion, Mortgagee may elect to return any part of said funds to Mortgagor or to deposit the
same to Mortgagor's account without applying it to the Obligations.
3.4 The receipt by Mortgagee of any monies, including but not limited to money received as
proceeds of runs, shall not in any manner change or alter in any respect the obligations of Mortgagor upon
the Obligations or other evidence of the Obligations, and nothing herein contained shall be construed as
limiting Mortgagee to the collection of any of the Obligations out of the proceeds of runs. The
Obligations shall continue as the absolute and unconditional obligation of Mortgagor to pay, as provided
in the Note or other instruments evidencing the Obligations, the amounts therein specified at their
respective maturity dates, whether by acceleration or otherwise.
3.5 Mortgagee is hereby absolved from all liability for failure to enforce collection of the
proceeds of runs and from all other responsibility in connection therewith except the responsibility to
account to Mortgagor for funds actually received. Mortgagor agrees to indemnify and hold Mortgagee or
any Holder harmless against any and all liabilities, actions, claims, judgments, costs, charges and
attorneys' fees by reason of the assertion that Mortgagee or any Holder has received, either before or after
the payment in full of the Obligations, funds from the sale of Hydrocarbons claimed by third persons,
except for third parties who have valid claims. Mortgagee or any Holder shall have the right to defend
against any such claims or actions, employing attorneys of its own selection. If not furnished with
indemnity satisfactory to the Mortgagee, Mortgagee shall have the right to compromise and adjust any
such claims, actions and judgments, and, in addition to the rights to be indemnified as herein provided, all
amounts paid by Mortgagee or any Holder in compromise, satisfaction or discharge of any such claim,
action or judgment and all reasonable court costs, attorneys' fees and other expenses of every character
incurred by Mortgagee or any Holder shall be a demand obligation owing by Mortgagor, shall be secured
by the lien and security interest evidenced by this instrument and shall bear interest on each such amount
from the date that the same is expended, advanced or incurred by Mortgagee until the date of written
demand or request by Mortgagee for the reimbursement of same, at the Default Rate.
3.6 Each of the provisions of this Article III shall be deemed a covenant running with the
land and shall be binding upon Mortgagor, its successors and assigns, and inure to the benefit of the
Mortgagee, its successors and assigns and each Holder, their successors and assigns.
ARTICLE IV.
DEFEASANCE
ARTICLE V.
REMEDIES IN EVENT OF DEFAULT
000321
4.1 If all Obligations be paid as the same becomes due and payable and if the covenants,
warranties, undertakings and agreements made in this instrument are kept and performed, then and in that
case only, this document shall have no force and effect, this Mortgage shall become null and void, the
Mortgaged Properties hereby conveyed shall become wholly clear of the liens, conveyances, assignments
and security interests evidenced hereby, and all such liens, conveyances, assignments and security
interests shall be released in due form at Mortgagor's cost.
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5.1 The term "Event of Default" as used herein shall mean the occurrence of an "Event of
Default" under the Credit Agreement.
5.2 Upon the occurrence and during the continuation of an Event of Default, Mortgagor
hereby authorizes and empowers Trustee to foreclose the Mortgage by advertisement and sale of the real
property constituting a part of the Mortgaged Properties as provided by statute (the power of sale
provided for by statute being hereby expressly granted to Trustee by Mortgagor) and shall thereupon have
the right and power to sell, at one or more sales, as an entirety or in parcels, as provided by law, the real
property constituting a part of the Mortgaged Properties at such place or places and otherwise in such
manner and upon such notice as may be required by law, or in the absence of any such requirement, as
Trustee may deem appropriate; and Mortgagor shall warrant title to such real property to such purchaser
or purchasers. Trustee may postpone the sale of all or any portion of such real property by public
announcement made at the time of sale fixed by the preceding postponement. The right of sale hereunder
shall not be exhausted by one or any sale, and Trustee may make other and successive sales until all of
such real property be legally sold. The recitals in any deed, assignment or other conveyance given by
Trustee of an Event of Default publication of notice of sale, demand that such sale should be made,
postponement of sale, terms of sale, name of purchaser, payment of purchase money and any other facts
affecting the regularity or validity of such sale shall be conclusive proof of the truthfulness thereof, and
such deed or deeds shall be conclusive against all persons as to all matters or facts therein recited. It is
expressly understood that Mortgagee, the holder of the Obligations, or said Trustee, may be a purchaser
of the Mortgaged Properties hereby mortgaged and sold pursuant hereto, or any part thereof, at any sale
thereof, whether such sale be under the power of sale hereinabove vested in said Trustee or upon any
other foreclosure of the lien or security interest herein, or otherwise; and Mortgagee, the holder of said
Obligations, or Trustee so purchasing shall, upon any such purchase, acquire good title to the Mortgaged
Property so purchased, free of the lien or security interest created hereby and free of all rights of
redemption in Mortgagor.
5.3 Upon the occurrence and during the continuance of any Event of Default and in every
such case the Mortgagee may: (a) proceed to protect and enforce its rights by a suit or suits in equity or at
law, either for the specific performance of any covenant or agreement contained herein, in the Loan
Documents, or in aid of the execution of any power herein or therein granted, or for the foreclosure of this
Mortgage, or for the enforcement of any other appropriate legal or equitable remedies; (b) take possession
of and sell all or part, as determined by Mortgagee in its sole discretion, of the Mortgaged Properties,
under the applicable laws of the State of Wyoming pertaining to the foreclosure of mortgages and
subsequent sale of foreclosed assets; (c) take possession of the Mortgaged Properties; maintain, operate
and control the Mortgaged Properties, and apply all proceeds derived therefrom, after payment of
royalties and operating expenses, to the payment of the hereby secured and all necessary and reasonable
costs and expenses, including reasonable attorneys' fees, until fully paid, Mortgagor agrees to give
Mortgagee immediate, peaceable possession; (d) to the extent permitted by law, resort to and realize upon
the security hereunder and any other security now or later held by Mortgagee concurrently or successively
in one or several consolidated or independent judicial actions or lawfully taken non judicial proceedings,
or both, and to apply the proceeds received upon the Obligations all in such order and manner as
Mortgagee determines in Mortgagee's sole discretion and to the extent provided by law; and (e) in any
action to foreclose, appoint a receiver of the rents, issues and profits of the Mortgaged Properties as a
matter of right and without notice, with power to collect the rents, issues and the value of the Mortgaged
Properties. Mortgagor, for itself and any subsequent owner or owners, hereby waives any and all defenses
to the application for a receiver as above provided, and hereby specifically consents to such appointment
with notice; but nothing herein contained is to be construed to deprive Mortgagee of any other right,
remedy or privilege it may now have under the law to have a receiver appointed. The provision for the
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appointment of a receiver of the rents and profits is made an express condition upon which the loan
evidenced by the Note is made.
5.4 Upon the occurrence and during the continuation of an Event of Default, Mortgagee may,
in its sole and absolute discretion, elect to treat the fixtures constituting a part of the Mortgaged Properties
as either real property or personal property and proceed to exercise such rights as apply to such type of
property above or under the Uniform Commercial Code.
5.5 Upon occurrence and during the continuation of an Event of Default, Mortgagee, in lieu
of or in addition to exercising any power of sale hereinabove given, may proceed by a suit or suits in
equity or at law, whether for a foreclosure hereunder, or for the sale of the Mortgaged Properties (or a part
thereof), or for the specific performance of any covenant or agreement contained herein, 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 all or part of the Mortgaged Properties, or for the enforcement of any other
appropriate legal or equitable remedy. Upon occurrence and during the continuation of an Event of
Default, Mortgagor agrees that the appointment of a receiver shall be a matter of right and shall not
require proof of insolvency, fraud, insecurity, or mismanagement on the part of Mortgagor. Mortgagor
agrees that such receiver may be appointed to take possession of, hold, maintain, operate, and preserve all
or a portion of the Mortgaged Properties, including the production and sale of all Hydrocarbons
therefrom, and to apply the proceeds of the sale thereof set forth in Section 5.10 hereof; and said receiver
may be authorized to sell and dispose of all or a portion of the Mortgaged Properties under orders of the
court appointing such receiver. The rights of entry, sale, or suit, as herein conferred, are cumulative of all
other rights and remedies herein or by law or in equity provided, and shall not be deemed to deprive
Mortgagee or any holder of the Obligations of any such other legal or equitable rights or remedies, by
judicial proceedings or otherwise, appropriate to enforce the conditions, covenants, and terms of this
Mortgage and of said Obligations, and the employment of any remedy hereunder, or otherwise, shall not
prevent the concurrent or subsequent employment of any other remedy or remedies.
5.6 It shall not be necessary for Mortgagee to have physically present or constructively in his
possession at any sale held by Mortgagee or by any court, receiver, or public officer any or all of the
Mortgaged Properties, and Mortgagor shall deliver to the purchaser at such sale on the date of sale the
Mortgaged Properties purchased by such purchasers at such sale, and if it should be impossible or
impracticable for any of such purchasers to take actual delivery of the Mortgaged Property purchased by
it, then the title and right of possession to the Mortgaged Property shall pass to the purchaser at such sale
as completely as if the same had been actually present and delivered.
5.7 Mortgagee shall have the right to become the purchaser at any sale held by any court,
receiver or public officer, and Mortgagee shall have the right to credit the outstanding and unpaid
Obligations with the amount of the bid made at that sale with the amount payable being the net proceeds
of such sale. Recitals contained in any conveyance made to any purchaser of any sale made hereunder
shall be prime facie evidence of the truth and accuracy of the matters therein stated, including, without
limiting the generality of the foregoing, nonpayment of the unpaid principal sum of, and the interest
accrued on, the Note and /or the Obligations after the same shall have become due and payable,
advertisement and conduct of such sale in the manner provided herein.
5.8 Upon any sale, whether made under the Uniform Commercial Code, the power of sale
herein granted and conferred, or by virtue of judicial proceedings, the delivery of a receipt by Mortgagee
or of the officer making a sale under judicial proceedings, which acknowledges the payment of purchase
money with respect thereto, shall be sufficient discharge to the purchaser or purchasers at any sale for his
or their purchase money, and such purchaser or purchasers and his or their successors, assigns or personal
representatives, shall not, after paying such purchase money and receiving the receipt of Mortgagee or of
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000324
such officer therefor, be obliged to see to the application of such purchase money hereunder, or be in any
way answerable for any loss, misapplication or non application thereof hereunder.
5.9 Any sale or sales of the Mortgaged Properties, or any part thereof, whether under the
Uniform Commercial Code, the power of sale herein granted and conferred, or by virtue of judicial
proceedings, shall operate to divest all rights, titles, interests, claims and demands whatsoever either at
law or in equity, of Mortgagor, in and to the Mortgaged Property sold, and shall be a perpetual bar, both
at law and in equity, against Mortgagor, and Mortgagor's successors or assigns, and against any and all
Persons claiming or who shall thereafter claim all or any of the Mortgaged Property sold, including,
Mortgagor's successors or assigns. Nevertheless, Mortgagor, if requested by Mortgagee so to do, shall
join in the execution and delivery of all conveyances, assignments and transfers of the Mortgaged
Properties so sold.
5.10 The proceeds of any sale of the Mortgaged Properties, or any part thereof, whether under
the Uniform Commercial Code, the power of sale herein granted and conferred, or by virtue of judicial
proceeding, whose application has not elsewhere herein been specifically provided for, shall be applied to
the Obligations as follows:
First: To the payment of all reasonable expenses incurred by Mortgagee incident to the
enforcement of the Loan Documents, or the collection of any of the Obligations, including, without
limiting the generality of the foregoing, all expenses of any entry or taking of possession, of any sale, of
advertisement thereof, and of conveyances, and as well, court and related costs, compensation of agents
and employees, reasonable legal fees and a reasonable fee to Mortgagee, the payment of all other
reasonable costs, charges, expenses, liabilities and advances incurred or made by Mortgagee or owed by
Mortgagor under any Loan Document, or in executing any trust or power hereunder by Mortgagee or
owed by Mortgagor under any Loan Document.
Second: To the payment of the Obligations, including the Note, with accrued interest thereon to
the date of such payment, in such order and manner as determined by Mortgagee; and
Third: Any surplus thereafter remaining shall be paid to Mortgagor or other third Persons as a
court of competent jurisdiction may direct.
5.11 Mortgagee at all times shall have the right to release any part of the Mortgaged Properties
now or hereafter subject to the lien or security interests created hereby or any other lien or security
interest it now has or may hereafter have, without releasing any other part of said Mortgaged Properties,
and without affecting the lien or security interest created hereby or under any Loan Document, as to the
part or parts thereof not so released.
5.12 The obligations of Mortgagor hereunder shall survive the non assumption of and the
commencement of any Insolvency Proceeding and shall remain binding upon Mortgagor, or a trustee,
receiver, custodian or liquidator of Mortgagor appointed in any such case.
5.13 Mortgagor agrees, to the full extent that Mortgagor may lawfully so agree, that
Mortgagor shall not at any time insist upon or plead or in any manner whatsoever claim the benefit of any
operator's lien, appraisement, valuation, stay, extension or redemption of law now or hereafter in force, in
order to prevent or hinder the enforcement or foreclosure of any Loan Document, the absolute sale of any
or all of the Mortgaged Properties, or the possession thereof by any purchaser at any sale made pursuant
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000325
to any provision hereof or any Loan Document, or pursuant to the decree of any court of competent
jurisdiction and Mortgagor, for Mortgagor and all who may claim by, through or under Mortgagor, so far
as Mortgagor or those claiming by, through or under Mortgagor now or hereafter lawfully may, hereby
waive the benefit of all such laws. Mortgagor, for Mortgagor and all who may claim by, through or under
Mortgagor (including, without limitation, a holder of a lien or security interest subordinate to the lien or
security interests created by this Mortgage, without implying that Mortgagor has, except as expressly
provided herein, a right to grant a security interest or lien upon or subordinate a lien or security interest
with respect to the Mortgaged Properties), hereby waives, to the fullest extent permitted by applicable law
any and all right to have all or any portion of the Mortgaged Properties marshaled upon any foreclosure of
the lien and security interest hereof, or sold in inverse order of alienation, and agrees that any court
having jurisdiction to foreclose such lien or security interest may sell the Mortgaged Properties as an
entirety. If any law referred to in this Section 5.13 and now in force, of which Mortgagor or Mortgagor's
successors or assigns 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 agreement herein
contained or to preclude the operation or application of the provisions of this Section 5.13.
5.14 All costs and expenses (including, without limitation, reasonable attorneys' fees, court
costs and related costs) incurred by Mortgagee in protecting and enforcing their rights under any Loan
Document, shall, to the extent permitted by applicable law, constitute a demand obligation owing by
Mortgagor to the party incurring such costs and expenses and shall bear interest until paid in accordance
with the Note.
ARTICLE VI.
APPOINTMENT OF SUBSTITUTE OR SUCCESSOR TRUSTEE
6.1 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, and
the name and address of the new Trustee. Such instrument when executed, acknowledged and recorded
shall be conclusive proof of the proper substitution of such successor Trustee. Such successor Trustee,
without 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.
ARTICLE VII.
SECURITY AGREEMENT
7.1 To further secure the Obligations, Mortgagor hereby grants to Mortgagee, for the benefit
of the Lenders, a security interest in all of Mortgagor's rights, titles and interests in and to the Mortgaged
Properties insofar as such Mortgaged Properties consist of the goods, equipment, accounts, contract
rights, general intangibles, inventory, hydrocarbons, fixtures and any and all other personal property of
any kind or character defined in and subject to the provisions of the Uniform Commercial Code, including
the proceeds and products from any and all of such personal property but excluding all Excluded Assets
(all of the foregoing being in this Article VI collectively called the "Collateral Upon the occurrence of
any Event of Default, Mortgagee is and shall be entitled to all of the rights, powers and remedies afforded
a secured party by the applicable Uniform Commercial Code with reference to the personal property and
fixtures in which Mortgagee has been granted a security interest herein, or Mortgagee may proceed as to
both the real and personal property covered hereby in accordance with the rights and remedies granted
under this instrument in respect of the real property covered hereby. Such rights, powers and remedies
shall be cumulative and in addition to those granted Mortgagee under any other provision of this
instrument or under any other instrument executed in connection with the Credit Agreement or any of the
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Obligations. Mortgagor, as Debtor (and in this Article VII and otherwise herein called "Debtor
covenants and agrees with Mortgagee, as Secured Party (and in this Article VII and otherwise herein
called "Secured Party that:
(a) To the extent permitted by law, Debtor expressly waives any notice of sale or
other disposition of the Collateral and any other right or remedies of a debtor or formalities
prescribed by law relative to sale or disposition of the Collateral or exercise of any other right or
remedy of Secured Party existing after default hereunder; and to the extent any such notice is
required and cannot be waived, Debtor agrees that if such notice is mailed, postage prepaid, to
Debtor at Debtor's address set out herein at least ten (10) days before the time of the sale or
disposition, such notice shall be deemed reasonable and shall fully satisfy any requirement for
giving of said notice.
(b) Following an Event of Default, Secured Party is expressly granted the right at its
option, to transfer at any time to itself or to its nominee the Collateral, or any part thereof, and to
receive the monies, income, proceeds, or benefits attributable or accruing thereto and to hold the
same as security for the Obligations or to apply it on the principal and interest or other amounts
owing on any of the Obligations, whether or not then due, in such order or manner as Secured
Party may elect. All rights to marshalling of assets of Debtor, including any such right with
respect to the Collateral, are hereby waived.
(c) All recitals in any instrument of assignment or any other instrument executed by
Secured Party incident to sale, transfer, assignment or other disposition or utilization of the
Collateral or any part thereof hereunder shall, in the absence of manifest error, be prima facie
evidence of the matter stated therein, no other proof shall be required to establish full legal
propriety of the sale or other action or of any fact, condition or thing incident thereto, and all
prerequisites of such sale or other action and of any fact, condition or thing incident thereto shall
be presumed to have been performed or to have occurred.
(d) All expenses of preparing for sale, or other use or disposition, selling or
otherwise using or disposing of the Collateral and the like which are incurred or paid by Secured
Party as authorized or permitted hereunder, including also all reasonable attorneys' fees, legal
expenses and costs, shall be added to the Obligations and the Debtor shall be liable therefor.
(e) Should Secured Party elect to exercise its rights under the applicable Uniform
Commercial Code as to part of the Collateral, this election shall not preclude Secured Party or the
Trustee from exercising any other rights and remedies granted by this instrument as to the
remainder of the Collateral.
(f) Any copy of this instrument may also serve as a financing statement under the
Uniform Commercial Code between the Debtor, whose present address is Mortgagor's address
listed on the first page of this Mortgage, and Secured Party, whose present address is the
Mortgagee's address listed on the first page of this Mortgage.
(g) So long as any amount remains unpaid on any of the Obligations, Debtor will not
execute and there will not be filed in any public office any financing statement or statements
affecting the Collateral other than financing statements in favor of Secured Party hereunder and
financing statements pertaining to Permitted Liens, unless the prior written specific consent and
approval of Secured Party shall have first been obtained.
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(h) Secured Party is authorized to file, in any jurisdiction where Secured Party deems
it necessary, a financing statement or statements covering the Collateral, and at the reasonable
request of Secured Party, Debtor will join Secured Party in executing one or more such financing
statements pursuant to the Uniform Commercial Code in form satisfactory to Secured Party, and
will pay the cost of filing or recording this instrument, as a financing statement, in all public
offices at any time and from time to time whenever filing or recording of any financing statement
or of this instrument is reasonably deemed by Secured Party to be necessary or desirable.
(i) The office where Debtor keeps Debtor's accounting records concerning the
Collateral covered by this Security Agreement is Mortgagor's address as set forth on the first page
of this Mortgage.
7.2 Portions of the Collateral consist of (i) oil, gas and other minerals produced or to be
produced from the lands described in the Leases and to the accounts resulting from the sale thereof at the
wellhead, or (ii) goods which are or will become fixtures attached to the real estate constituting a portion
of the Mortgaged Properties, and. Debtor hereby agrees that this instrument shall be filed in the Real
Property Records of the Counties in which the Mortgaged Properties are located as a financing statement
to perfect the security interest of Secured Party in said portions of the Collateral. The said oil, gas and
other minerals and accounts will be financed at the wellhead of the oil and gas wells located on the lands
described in the Leases. The name of the record owner of the Mortgaged Properties is the party named
herein as Mortgagor and Debtor. Nothing herein contained shall impair or limit the effectiveness of this
document as a security agreement or financing statement for other purposes.
7.3 Debtor further warrants and represents to Secured Party that, except for (a) the security
interest in the Collateral granted hereby, and (b) the Permitted Liens, Debtor is the owner of the Collateral
free of any adverse claim, security interest or encumbrance, and Debtor agrees to defend the Collateral
against all other claims and demands against the same or any interest therein. Debtor further warrants and
represents that there are no financing statements signed by Debtor now on file in any public office which
have not been terminated, except those statements true and correct copies of which have been delivered to
Secured Party and financing statements pertaining to Permitted Liens.
ARTICLE VIII.
MISCELLANEOUS PROVISIONS
8.1 All options and rights of election herein provided for the benefit of Mortgagee are
continuing, and the failure to exercise any such option or right of election upon a particular Event of
Default or upon any subsequent Event of Default shall not be construed as waiving the right to exercise
such option or election at any later date. By the acceptance of payment of any sum secured hereby after
its due date, Mortgagee shall not be deemed to have waived the right either to require prompt payment
when due of all other sums so secured or to regard as an Event of Default the failure to pay any other
sums due which are secured hereby. No exercise of the rights and powers herein granted and no delay or
omission in the exercise of such rights and powers shall be held to exhaust the same or be construed as a
waiver thereof, and every such right and power may be exercised at any time and from time to time.
8.2 If two (2) or more parties shall at any time be Holders of the Obligations, pursuant to the
terms of the Credit Agreement all of them may jointly exercise any right, option, election or other power,
authority or benefit granted herein to Mortgagee, or any of them may do so with the express consent of
the other or others of them.
8.3 All Obligations shall be payable as the office of Mortgagee listed on the first page of this
Mortgage or at such place as Mortgagee may from time to time designate in writing.
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8.4 The terms, provisions, covenants and conditions hereof shall be binding upon Mortgagor,
Mortgagor's successors, legal representatives, and assigns, and shall inure to the benefit of Mortgagee, its
successors and assigns, and all other Holders of the Obligations, or any part thereof, and their respective
successors and assigns, subject to the restrictions on assignment set forth in the Credit Agreement.
8.5 If any provision hereof is invalid or unenforceable in any jurisdiction, the other
provisions hereof shall remain in full force and effect in such jurisdiction, and the remaining provisions
hereof shall be liberally construed in favor of the Mortgagee in order to effectuate the provisions hereof,
and the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the
validity or enforceability of any such provision in any other jurisdiction.
8.6 It is the intention of the parties hereto to comply with the applicable usury laws;
accordingly, it is agreed that notwithstanding any provisions to the contrary in the Credit Agreement, the
Note, any instrument evidencing the Obligations, this instrument or in any of the documents or
instruments securing payment of the Obligations or otherwise relating thereto, in no event shall the Note
or such documents require the payment or permit the collection of interest in excess of the maximum
amount permitted by such laws. If any such excess of interest is contracted for, charged or received,
under the Credit Agreement, the Note, any instrument evidencing the Obligations, this instrument or
under the terms of any of the other documents securing payment of the Obligations or otherwise relating
thereto, or in the event the maturity of any of the Obligations is accelerated in whole or in part, or in the
event that all or part of the principal or interest of the Obligations shall be prepaid, so that under any of
such circumstances, the amount of interest contracted for, charged or received, under the Note or any
instruments evidencing the Obligations, under the Credit Agreement, this instrument or under any of the
other instruments securing payment of the Obligations or otherwise relating thereto, and the amount of
principal actually outstanding from time to time under the Note and other instruments evidencing the
Obligations, shall exceed the maximum amount of interest permitted by the applicable usury laws, now or
hereafter enacted, then in any such event (a) the provisions of this paragraph shall govern and control, (b)
neither Mortgagor nor any other person or entity now or hereafter liable for the payment of the Note or
any instrument evidencing the Obligations shall be obligated to pay the amount of such interest to the
extent that it is in excess of the maximum amount of interest permitted by the applicable usury laws, now
or hereafter enacted, (c) any such excess that may have been collected shall be either applied as a credit
against the then unpaid principal amount hereof or refunded to Mortgagor, at Mortgagee's option, and (d)
the effective rate of interest shall be automatically reduced to the maximum lawful contract rate allowed
under the applicable usury laws, now or hereafter enacted. It is further agreed that without limitation of
the foregoing, all calculations of the rate of interest contracted for, charged or received under the Note, or
any other instrument evidencing the Obligations, under this instrument or under such other documents
that are made for the purpose of determining whether such rate exceeds the maximum lawful contract
rate, shall be made, to the extent permitted by the applicable usury laws, now or hereafter enacted, by
amortizing, prorating, allocating and spreading in equal parts during the period of the full stated term of
the loans evidenced by the Note or the instruments evidencing the Obligations, all interest at any time
contracted for, charged or received from Mortgagor or otherwise by Mortgagee in connection with such
loans.
8.7 This Mortgage may be executed in several counterparts, all of which are identical, except
that to facilitate recordation, certain counterparts hereof may include only that part of Exhibit "A" which
contains descriptions of the properties located in (or otherwise subject to the requirements and /or
protection of the recording or filing acts or regulations of) the recording jurisdiction in which the
particular counterpart is to be recorded, and other Parts of Exhibit "A" shall be included in such
counterparts by reference only. All such counterparts together shall constitute one and the same
instrument. Complete counterparts of this Mortgage containing the entire Exhibit "A" have been
1-1- 911488_3.DOC BreitBurn Operating L.P.
Page 16
000329
retained by Mortgagor and Mortgagee. For convenience of recorders, it is noted that the pagination of
Exhibit "A," even with a particular recording counterpart, may not be consecutive.
8.8 THIS INSTRUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE UNITED STATES AND STATE OF NEW YORK,
EXCEPT TO THE EXTENT REQUIRED BY LOCAL LAW OF THE STATE WHEREIN THE
MORTGAGED PROPERTIES ARE LOCATED (OR WHICH IS OTHERWISE APPLICABLE TO A
PORTION OF THE MORTGAGED PROPERTIES) NECESSARILY OR IN THE DISCRETION OF
THE MORTGAGEE, APPROPRIATELY GOVERNS WITH RESPECT TO PROCEDURAL AND
SUBSTANTIVE MATTERS RELATING TO THE CREATION, PERFECTION AND ENFORCEMENT
OF THE LIENS, SECURITY INTERESTS AND OTHER RIGHTS AND REMEDIES OF THE
MORTGAGEE GRANTED HEREIN, THE LAW OF SUCH STATE SHALL APPLY AS TO THAT
PORTION OF THE MORTGAGED PROPERTIES LOCATED IN (OR OTHERWISE SUBJECT TO
THE LAWS OF) SUCH STATE.
8.9 This instrument may, as Mortgagee elects, be enforced from time to time as a mortgage,
mortgage collateral real estate mortgage, conveyance, assignment, security agreement, fixture filing,
financing statement, contract or any one or more of these as may be appropriate under applicable law, in
order fully to effectuate the lien hereof and the purposes and agreements herein set forth.
8.10 Each of the provisions of this Mortgage shall be deemed a covenant running with the land
and shall be binding upon Mortgagor, its successors and assigns, and inure to the benefit of Mortgagee, its
successors and assigns.
8.11 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 or filing, in any particular counterpart portions of Exhibit A which describe properties
situated in counties other than the county in which such counterpart is to be recorded may have been
omitted. A complete counterpart of this Mortgage may be obtained from Mortgagee.
8.12 The terms of the Credit Agreement shall govern in the event there is a conflict between
the terms of this Mortgage and the terms of the Credit Agreement.
8.13 Any provision hereof found to be invalid under applicable law shall be invalid only with
respect to the offending provision.
NOTICE: THIS DOCUMENT AND ALL OTHER DOCUMENTS RELATING TO THIS LOAN
TOGETHER CONSTITUTE A WRITTEN CREDIT AGREEMENT WHICH REPRESENTS THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF
THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES
RELATING TO THIS LOAN.
(Signature Pages Follow)
1- I- 911488_3.DOC BreitBurn Operating L.P.
Page 17
IN WITNESS WHEREOF, this instrument is executed in multiple counterparts, each of which
shall be deemed an original for all purposes, effective as of the date hereinabove first set out.
STATE OF CALIFORNIA
M. LYTAL
NOTARY PUBLIC CALIFORNIA
LOS ANGELES COUNTY
COMMISSION 1774825
MY COMM. EXPIRES OCT. 21, 2011
WITNESS my hand and official seal.
BreitBurn Operating L.P.,
a Delaware limited partnership
By BreitBurn Operating GP, LLC
a Delaware limited liability company,
Its General Partner
By: j
Randa 1T
President
000330
COUNTY OF LOS ANGELES
On this r day of October, in the year 2011, before me, M. Lytal, personally appeared Randall
H. Breitenbach, President of BreitBurn Operating GP, LLC, a Delaware limited partnership, acting in its
capacity as general partner of BreitBurn Operating L.P., a Delaware limited partnership, on behalf of said
partnership and personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person whose name is subscribed to the within instrument and acknowledged to me that he /elzo executed
the same in his/1XD authorized capacity, and that by his/110 signature on the instrument the person, or the
entity upon behalf of which the person acted, executed the instrument.
NOTARY PUBLIC IN AND FOR
THE STATE OF CALIFORNIA
Mortgagor's Signature Page Wyoming
DEFINITIONS:
EXHIBIT "A"
Northwest Quarter -NW, NW /4 or NW1 /4;
Southwest Quarter -SW, SW /4 or SW1 /4;
000331
Attached to and made a part of Deed of Trust, Mortgage, Assignment of Production, Security Agreement,
and Financing Statement "Mortgage executed by BREITBURN OPERATING L.P., a Delaware limited
partnership "Mortgagor to Kyle G. Hranicky, as trustee "Trustee for the benefit of Wells Fargo
Bank, National Association, as administrative agent "Mortgagee
1. The terms used in ExhibitA have the same meaning as defined in the Mortgage.
2. The term "working interest" as used herein means (a) when applied to individual leases,
the undivided interest owned by Mortgagor in the leasehold estate, out of which are paid Mortgagor's
share of (i) all costs of drilling, completing, equipping and operating a well or wells, and (ii) all royalties,
overriding royalties, production payments and other interests in or measured by production, and (b) when
applied to leases described as unitized or pooled, the undivided interest owned by Mortgagor and out of
which is paid all costs of drilling, completing, equipping and operating a well or wells producing oil and
gas, or either of them, from the portions of the leases so unitized or pooled. The term "net revenue
interest" as used herein means that portion of oil and gas (or oil only, or gas only, where so limited herein)
produced from the respective properties herein described to which Mortgagor is entitled after deduction of
all royalties, overriding royalties, production payments and other interests in or measured by production
which are borne by Mortgagor.
3. The term "Permitted Encumbrances" shall mean (i) minor irregulatories in title which do
not (a) materially interfere with the occupation, use and enjoyment by Mortgagor of any of its Mortgaged
Properties in the normal course of business as presently conducted, or (b) materially impair the value
thereof for such business, (ii) all interests in the Mortgaged Properties securing obligations owed to, or
claimed by, any Person other than Mortgagee, whether such interest is based on the common law, statute
or contract, and whether such interest includes liens or security interests arising by virtue of mortgage,
encumbrance, pledge, security agreement, conditional sale or trust receipt or lease, consignment or
bailment for security purposes, so long as each said interest has been previously disclosed to Mortgagee
in writing, (iii) liens for property and ad valorem taxes not yet due and payable and liens of landlords,
vendors, carriers, warehousemen, mechanics, laborers and materialmen arising by law; of operators
arising by contract; in the ordinary course of business for sums not yet due or being contested in good
faith by appropriate action promptly initiated and diligently conducted, if such reserve as shall be required
by generally accepted accounting principles shall have been made therefor; (iv) Permitted Liens under the
Credit Agreement; and (v) the specific exceptions and encumbrances affecting each of the Mortgaged
Properties as described in this Exhibit INSOFAR ONLY as said exceptions and encumbrances are valid
and subsisting and are enforceable against the particular Lease which is made subject to said exceptions
and encumbrances are valid and subsisting and are enforceable against the particular Lease which is made
subject to said exception and encumbrance.
4. With respect to the descriptions of each of the Mortgaged Properties, if the description
requires, such description may continue on several successive pages of each Part of Exhibit A. Certain
property descriptions are in abbreviated form as to Sections, Townships and Ranges. In such descriptions
the following terms may be abbreviated as follows:
Southeast Quarter -SE, SE /4 or SE1 /4;
Northeast Quarter -NE, NE /4 or NE1 /4;
North Half -N /2 or N1 /2;
South Half -S /2 or S1/2;
East Half -E /2 or E1 /2; and
West Half -W /2 or W1/2.
The applicable Section, Township and Range may be identified by a series of three numbers, each
separated by a dash, with the first number being the Section number, the second number being the
Township number and the third number being the Range number. The Township and Range numbers are
followed by an N, S, E or W to indicate whether the Township or Range is North, South, East or West,
respectively. In some instances, the Section number may be stated by itself and not in conjunction with a
series of dashed numbers representing the appropriate Township and Range, e.g., the description "N /2 14,
SESW 21- 29N -8W" means "North one -half of Section 14 and Southeast quarter of Southwest quarter of
Section 21, all in Township 29 North, Range 8 West." Certain descriptions merely refer to the subdivision
or survey in which the property is located in whole or in part. In such cases, the recorded Leases and any
amendments thereof and any other recorded instruments affecting Mortgagor's title more particularly
describe the land within such subdivision or survey in which Mortgagor owns an interest, and the
descriptions contained in such instruments are incorporated herein by this reference.
SYMBOLS AND ABBREVIATIONS:
000332
1. The abbreviation "BPO" or the term "before payout" as used herein means that the figure
next to which this abbreviation appears represents Mortgagor's net income interest until such time as the
operator of the well or wells situated on the described property has recovered from production from that
well or those wells all costs as specified in underlying farmout assignments or other documents in the
chain of title, usually including costs of drilling, completing and equipping a well or wells plus costs of
operating the well or wells during the recoupment period.
2. The abbreviation "APO" or the term "after payout" as used herein means that the figure
next to which this abbreviation appears represents Mortgagor's net income interest after the point in time
when the operator of the well or wells situated on the described property has recovered from production
from that well or those wells all costs as specified in underlying farmout assignments or other documents
in the chain of title, usually including costs of drilling, completing and equipping a well or wells plus
costs of operating the well or wells during the recoupment period.
A
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49- 0000456
Lease 9
Suffix
USA -BLM WYW- 117896
USA -BLM WYW -83886
USA -BLM WYW -61042
USA -BLM WYW -47397
SEARS, FRANK WILLIAM ET AL
Lessor
ANDERMAN OILS LIMITED
EARLE L MOORE
CLAIR LJOHNSON
EVA HECHT
JOHN J CHRISTMANN
Lessee
N
N
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W
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WYOMING
ci
WYOMING
3
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WYOMING
State
Sec 24: BED OF GREEN RIV RIPR TO LOTS 1, 5 -10
containing 38.61 acres, more or less
Lincoln County, WY
Sec 11: SENE, E2SE
Sec 12: E2, E2W2, SWNW, W2SW
Sec 13: Lots 1 -3, E2, NW, E2SW
Sec 24: Lots 1, 5 -9, E2NE, NESE
Sec 25: Lot 2
containing 1,590.07acres, more or less
Lincoln County, WY
Sec 17: N2
Sec 18: Lots 5 -8, E2, E2W2
containing 877.20 acres, more or less
Lincoln and Sweetwater County, WY
Sec 06: Lots 8 -21, E2SW, SE
Sec 07: Lots 5 -8, NE, E2W2, NWSE containing
1,118.21 acres, more or less
Lincoln and Sweetwater County, WY
18: Lots 1 -3, E/2 of the W/2 containing
627.75 acres, more or less Lincoln County, WY
Legal Descriotion
000333
0
49- 0000647
49- 0000647
49- 0000636
N
0
0
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N
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N
N
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USA -BLM WYW -85245
STATE OF WYOMING 80 -00330
USA -BLM WYW -24154
lessor
USA -BLM WYW -92974
BERGO ASSOCIATES
WILLIE TUCKER JR
NORMA L PLATT
Lessee
NORMA L PLATT
W
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LINCOLN
LINCOLN
LINCOLN
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WYOMING
WYOMING
WYOMING
WYOMING
WYOMING
0 I 0
0
3
2
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Sec 01: Lots 2 -4, SWNE, SENW, E2SW, SE
Sec 02: Lots 1 -4
containing 550.36 acres, more or less
Lincoln County, WY
Sec 01: Lot 1, SENE
containing 69.56 total acres, more or less
Lincoln County, WY
Sec 04: SESE
containing 40.00 acres, more or less
Lincoln County, WY
Sec 36: ALL
containing 615.68 acres, more or less
Lincoln County, WY
!Township 25 North, Range 112 West, 6th P.M.
Sec 13: N2N2
Sec 24: ALL
containing 800.00 acres, more or less
Lincoln County, WY
Sec 12: SW, N2SE, SWSE
containing 280.00 acres, more or less
Lincoln County, WY
000334
D
N
X
D
49- 0000816
A
O
ON
A
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A
O
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p
W
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Lease
Suffix
USA -BLM WYW- 126680
USA -BLM WYW -63819
USA -BLM WYW -66828
USA -BLM WYW -91182
USA BLM WYW 132418
Lessor
DOUBLE EAGLE PETROLEUM MININ
DAVID 1 LAUCHNOR
LILLIE M YATES
MALCOLM F JUSTICE JR
WASHINGTON ENERGY EXPLORATION INC
Lessee
w
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Recc
Book
A
W
Oo
O
W
A
A
UNRECORDED
785418
Reception
LINCOLN
LINCOLN
LINCOLN
LINCOLN
LINCOLN
LINCOLN
I Coun
WYOMING
WYOMING
WYOMING
WYOMING
WYOMING
WYOMING
State
Sec 18: Lots 5 -8
containing 172.91 acres, more or less
Lincoln County, WY
Sec 17: Lots 1 -8
Sec 18: Lots 5 -12
containing 636.45 acres, more or less
Lincoln County, WY
Township 21 North, Range 112 West, 6th P.M.
Sec 02: Lot 7
Sec 29: Lots 5 -16
containing 524.32 acres, more or less
Sweetwater and Lincoln County, WY
Township 25 North, Range 111 West, 6th P.M.
Sec 05: Lots 7 -10, 13, 14
Sec 08: Lots 1 -16
containing 876.70 acres, more or less
Sweetwater and Lincoln County, WY
Township 25 North, Range 111 West, 6th P.M.
Sec 13: SWNW, SW, W2SE
Sec 14: Lots 1, 2, E2NE, NENW, SESW, SE
containing 665.27 acres, more or less
Lincoln County, WY
Township 25 North, Range 111 West, 6th P.M.
Sec 13: SWNW, SW, W2SE
Sec 14: Lots 1, 2, E2NE, NENW, SESW, SE
containing 665.27 acres, more or less
Lincoln County, WY
'Legal Description
000335
X
GO
0
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49- 0000843
49- 0000836
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CO
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USA -BLM WYW- 120157
USA -BLM WYW -40982
USA -BLM W -55624
I USA -BLM WYW- 127750
USA -BLM WYW- 125506
Lessor
USA -BLM WYW- 0322061
BALTA CORPORATION
E SUE ANDRIKRPOULOS
DONALD B. ANDERSON
DONALD B ANDERSON, LTD
LCM LTD
lessee
M. A. VER BRUGGE
W
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WYOMING
WYOMING
WYOMING
WYOMING
WYOMING
Sec 12: Lot 4, NWSW, 525W
Sec 13: Lots 1 -4, W2E2, W2
containing 763.55 acres, more or less
Lincoln County, WY
Sec 04: Lots 1 -4
containing 34.23 acres, more or less
Lincoln County, WY
Sec 18: Lots 5 -8, E2, E2W2
containing 649.28 acres, more or less
Sweetwater and Lincoln County, WY
Sec 04: S2NE
Sec 10: SWSW
containing 120.00 acres, more or less
Lincoln and Sweetwater County, WY
Sec 04: SE
Sec 06: Lots 1 -7
containing 356.81 acres, more or less
Lincoln County, WY
Sec 18: E2, E2W2
containing 480.00 acres, more or less
Lincoln County, WY
000336
X
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000337
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49- 0000876
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USA -BLM WYW -40605
USA -BLM WYW -40604
,USA -BLM WYW- 0311100
USA -BLM WYW- 0311099
USA -BLM WYW- 0310649
Lessor
USA -BLM WYW -38884
DIAMOND CHEMICAL COMPANY
DIAMOND CHEMICAL COMPANY
MARGARET E. ALLEN
PATRICIA TAYLOR
SAMUEL MANDEL
Lessee
DONNA V. HELLWIG
J
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WYOMING
WYOMING
WYOMING
WYOMING
WYOMING
0 IN
3
z
0
R
Sec 25: W2
Sec 35: N2
containing 640.00 acres, more or less
Lincoln County, WY
Sec 25: W2
Sec 35: N2
containing 640.00 acres, more or less
Lincoln County, WY
Sec 30: Lots 5 -8, E2, E2W2
,containing 663.94 acres, more or less
Lincoln County, WY
Sec 07: Lots 7, 8, SWNE, E2W2, W2SE, NESE
Sec 18: Lot 5, NWNE, NENW
containing 554.17 acres, more or less
Lincoln County, WY
Sec 07: Lots 7, 8, SWNE, E2W2, W2SE, NESE
Sec 18: Lot 5, NWNE, NENW
containing 554.17 acres, more or less
Lincoln County, WY
Sec 08: E2
containing 320.00 acres, more or less
Lincoln County, WY
000338
A
0
O
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49- 0000884
A
o
0
a
0
oo
co
49- 0000881
A
N
0
0
0
0
co
Lease 9
Suffix
USA-BLM WYW -67176
USA -BLM WYW- 010611
USA -BLM WYW- 0310647
USA -BLM WYW- 310646
USA -BLM WYW -45843
USA -BLM WYW -40606
Lessor
CLAUDIA S. ARATA
F.C. GRIGSBY
RUTH R. ELLBOGEN
FRED P. BLUME
M. N. ADELMAN
DIAMOND CHEMICAL COMPANY
Lessee
V
J
W
V
J
W
-J
V
W
-.4
-4
V
W
Reca
Book
O
0
ro
A
W
A
N
LL
LL
_Reception
LINCOLN
LINCOLN
LINCOLN
LINCOLN
LINCOLN
Coun
WYOMING
WYOMING
o
WYOMING
WYOMING
WYOMING
State
Sec 06: Lots 3 -7, SWNE, SENW, W2SE
Sec 07: W 2E2
containing 491.29 acres, more or less
Lincoln County, WY
Sec 01: Lots 1 -7, SWNE, S2NW, SW, W2SE
containing 650.190 acres, more or less
Lincoln County, WY
Township 26 North, Range 111 West, 6th P.M.
Sec 02: Lots 5 -8, S2N2, 52
Sec 04: Lots 5 -8, 02N2, 52
'Sec 08: N2NE, SENE
containing 1,372.20 acres, more or less
Lincoln County, WY
Sec 22: SWNE, W 2, 5E
Sec 26: ALL
containing 1,160.00 acres, more or less
Lincoln County, WY
Sec 12: N2
containing 320.00 acres, more or less
Lincoln County, WY
Sec 09: S2NE, SENW
Sec 10: SWNW
containing 160.00 acres, more or less
Lincoln County, WY
Township 22 North, Range 112 West, 6th P.M.
I Legal Description
000339
49- 0000943
49- 0000932
49- 0000893
49- 0000892
49- 0000890
49- 0000886
Lease N
Suffix
USA -BLM WYW- 0318355
USA -BLM WYW -44095
USA -BLM WYW 0321435
USA -BLM WYW 128033
USA -BLM WYW- 128032
USA -BLM WYW- 128031
U5A -BLM WYW -59774
Lessor
M.E. GELLERT
M.E. GELLERT
ARDEN R. BOLAND
PATRICIA TAYLOR
SAMUEL MANDEL
RUTH R. ELLBOGEN
R. PETERSON
Lessee
W
0
J
J
W
V
W
Recc
Book
A
N
W
J
0
F
2
J
A
0
L Reception
LINCOLN
LINCOLN
LINCOLN
LINCOLN
LINCOLN
LINCOLN
LINCOLN
Coun
WYOMING
WYOMING
WYOMING
WYOMING
WYOMING
WYOMING
WYOMING
Sec 14: ALL
containing 640. acres, more or less
Lincoln County, WY
Sec 11: SW, W2SE, SESE
containing 280.00 acres, more or less
Lincoln County. WY
Sec 08: W2
containing 320.00 acres, more or less
Lincoln County. WY
,Sec 05: N2SW, NWSE
containing 120.00 acres, more or less
Lincoln County. WY
Sec 07: N2NE, SENE, SESE
Sec 18: Lot 6 -8, E2NE, SWNE, SENW, E2SW, SE
containing 709.62 acres, more or less
Lincoln County, WY
Sec 34: SWNE, 52
containing 360.00 acres, more or less
Lincoln County, WY
Sec 06: Lot 2, E2SW
containing 119.89 acres, more or less
Lincoln County, WY
Legal Description
000340
m
m 2
2
N
D
49- 0000977
49- 0000977
49- 0000976
49- 0000953
49- 0000953
49- 0000952
49- 0000944
Lease
Suffix
USA -BLM WYW- 0321448
I USA -BLM WYW 120159
USA -BLM WYW- 0319572
USA -BLM WYW- 144668
USA -BLM WYW- 0320817
Lessor
MELVIN WOLF
MELVIN WOLF
BALTA CORPORATION
HANSON STRAHAN
W.D. TOLAN
Lessee
V
V
W
V
V
W
IA
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N
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Reco
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A
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A
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01
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LINCOLN
LINCOLN
LINCOLN
LINCOLN
I
LINCOLN I I
LINCOLN
LINCOLN
Coun
WYOMING
WYOMING
WYOMING
WYOMING
WYOMING
WYOMING
WYOMING
State
Sec 02: Lots 1, 2, S2NE E2SE
containing 255.07 acres, more or less
Lincoln County, WY
Sec 02: Lots 1, 2, S2NE
containing 175.07 acres, more or less
Lincoln County, WY
Sec 02: W2SE
(containing 80.00 acres, more or less
Lincoln County, WY
Sec01: Lots 1 -7, SWNE, S2NW, SW, W2SE
Sec 12: Lots 1 -3, W2E2, NW, NESW
containing 1,073.75 acres, more or less
Lincoln County, WY
Sec 01: Lots 1 -6, SWNE, S2NW
Surface to 12,033'
containing 354.31 acres, more or less
Lincoln County, WY
Sec 24: SW
containing 160.00 acres, more or less
Lincoln County, WY
Sec 15: NE, E2NW
containing 240.00 acres, more or less
Lincoln County, WY
1 Legal Description
000341
X
49- 0001028
49- 0001022
49- 0001021
O
LO
49- 0001016 I
49- 0000986
49- 0000979
Lease
Suffix
USA -BLM WYW- 134458
USA -BLM WYW 132410
USA -BLM WYW 132409
USA -BLM WYW 131931,
USA -6LM WYW- 128179
USA -BLM WYW- 146184
USA -BLM WYW- 147799
lessor
PETRAL EXPL LLC
LARIO OIL GAS CO
LARIO OIL GAS CO
PETRAL EXPL LLC
DONALD B ANDERSON, LTD
RUTH R. ELLBOGEN
HANSON STRAHAN
Lessee
J
W
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J
J
J'
N
A
Reco
Book
P
U
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L41
t.41
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842362
UNRECORDED
Reception
LINCOLN
LINCOLN
LINCOLN
LINCOLN
LINCOLN
LINCOLN
LINCOLN
Coun
WYOMING
WYOMING
WYOMING
WYOMING
WYOMING
Il
WYOMING
WYOMING
State
Sec 10: Lot 1, N2, N2SW, SESW, SE
Sec 16: Lots 1 -7
containing 761.52 acres, more or less
Lincoln County, WY
Sec 06: Lots 8 -28, SE
Sec 07: Lots 5 -10, 12 -16, NE, SWSE
containing 1,401.30 acres, more or less
Lincoln County, WY
Sec 05: Lots 5 -16, S2
Sec 08: N2N2, SWNW, NWSW
containing 976.92 acres, more or less
Lincoln County, WY
Sec 02: Lots 1 -4, 52N2, 52
Sec 12: Lots 1 -4, W2E2, W2
Sec 26: Lots 3 -6, W2SW, SESW
containing 1,513.92 acres, more or less
Lincoln County, WY
Sec 18: Lots 8 -17, Bed of Green Riv, Ripar to Lots 8-
10,13- 15, SESW, NESE
containing 492.06 acres, more or less
Lincoln and Sweetwater County, WY
Sec 06: Lots 8 -14, S2NE, SENW, E2SW, 5E
containing 629.19 acres, more or less
Lincoln County, WY
Sec 14: ALL
Sec 34: ALL
containing 1,280.00 acres, more or less
Lincoln County, WY
Legal Description
000342
O
0
49- 0001063
49- 0001044
A
p
0
0
49- 0001028
Lease b
Suffix
CHAMPLIN PETROLEUM COMPANY
STATE OF WYOMING 96 -00206
UNION PACIFIC LAND RESOURCES CORPORATION
USA BLM WYW- 136846
Lessor
m
Z
PETRAL EXPLORATION LLC
FOREST OIL CORPORATION
PETRAL EXPL LLC
Lessee
416
Reco
Book
135
UNRECORDED
Reception
LINCOLN
LINCOLN
2
0
LINCOLN
Coun
WYOMING
WYOMING
0
3
z
0
WYOMING
State
3: Lots 3 (9.5), 4 (8.85), S2NW, 52 Sec 5:
Lots 3 (8.97), 4 (9.07), S2NW, S2 Sec 7: Lots 1
(51.40), 2 (51.00), 3 (50.60), 4 (50.20), E2W2, SE
Sec 9: W2, SE Sec
11: W2, SE Sec 15:
W2, SE Sec 17:
W2, SE Township 20
North, Range 113 West, 6th P.M. Sec 11: W2,
Sec 16: NENE Part Lot 44
containing 40.00 acres, more or less
Carbon County, WY
Township 20 North, Range 112 West, 6th P.M. Sec
3: E2 containing 320.00 acres, more or less,
Lincoln County, WY
Township 21 North, Range 113 West, 6th P.M.
Sec 32: NE, E2NW
Sec 33: Lots 1 -12, NE, NENW, S2NW
Sec 34: Lots 1-4, N2, N2S2
Sec 35: Lots 1 -4, N2, N2S2
containing 2,225.52 acres, more or less
Lincoln County, WY
Township 21 North, Range 113 West, 6th P.M. Sec
Sec 30: Lots 1 -4, 6 -9, E2NE, N2SE
containing 424.52 acres, more or less
Lincoln County, WY
I Legal Description
000343
X
m
D
49- 0001520
49- 0001519
49- 0001517
49- 0001515
49- 0001513
49- 0001492
Lease H
49- 0001490
USA -BLM WYW- 311098
USA -BLM WYW- 318353
I STATE OF WYOMING 67 -8942
ANADARKO E &P COMPANY LP, ET AL
USA -BLM WYW 136521
STATE OF WYOMING 07 -00152
Lessor
ANADARKO E &P COMPANY LP
F C GRIGSBY
SHIRLEY BIRDSONG
MARY ELLEN WINN
CABOT OIL GAS CORPORATION
EVA HECHT
HANSON STRAHN, INC
Lessee
CABOT OIL GAS CORPORATION
I.-1
A
in
po
Reca
Book
632
01
03
10
N
N
J
A
O
W
o
UNRECORDED
UNRECORDED
952627
929459
Reception
922096
LINCOLN
LINCOLN
LINCOLN
LINCOLN
LINCOLN
LINCOLN
Coun
LINCOLN
WYOMING
WYOMING
WYOMING
WYOMING
WYOMING
WYOMING
State
WYOMING
Section 32: N2, NESW, SE
Containing 520.00 acres, more or less
Lincoln County, Wyoming
Section 12: ALL
Containing 640.00 acres, more or less
Lincoln County, Wyoming
Township 21North, Range 112 West, 6th P.M.
Sec 16: ALL Sec
1 36: N2 containing
I 960.00 acres, more or less Lincoln
'County, WY
Township 21North, Range 112 West, 6th P.M.
18: Lots 1 -3, E/2 of the W/2 containing
627.75 acres, more or less Lincoln County, WY
Township 21 North, Range 112 West, 6th P.M.
Sec 07: E2SE, SWSE
Sec 08: ALL
containing 760.00 acres, more or less
Sweetwater and Lincoln County, WY
Township 20 North, Range 112 West, 6th P.M. Sec
Sec 16: N W N E, S2NE, NW, S2
containing 600.00 acres, more or less
Lincoln County, WY
Legal Description
'Township 21 North, Range 11_2_ West 6th P.M. Sec
000344
49- 0001522
49- 0001521
Lease t!
Suffix
USA-BLM WYW- 318981
USA -BLM WYW- 311097
Lessor
BETTY I WOODMAN
ABKO INC
lessee
Recording
Book Paee
UNRECORDED
UNRECORDED
Recep
LINCOLN
LINCOLN
Coun
i
WYOMING
WYOMING
State
Township 21North, Range 112 West, 6th P.M.
Section 24: ALL
Containing 640.00 acres, more or less
'Lincoln County, Wyoming
Township 21North, Range 112 West, 6th P.M.
Section 28: ALL
Containing 640.00 acres, more or less
Lincoln County, Wyoming
Legal Description
000345
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