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HomeMy WebLinkAbout970422WHEN RECORDED, PLEASE RETURN TO: Daniel F. Susie Winstead PC 500 Winstead Building 2728 N. Harwood Street Dallas, Texas 75201 To Be Recorded in Each of the Counties in Wyoming listed on Schedule 1 Dated as of March 13, 2013 RECEIVED 4/10/2013 at 3:17 PM RECEIVING 970422 BOOK: 809 PAGE: 5 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY SPACE ABOVE THIS LINE FOR RECORDER'S USE AMENDED AND RESTATED MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF PRODUCTION AND FINANCING STATEMENT THIS INSTRUMENT CONTAINS AFTER ACQUIRED PROPERTY PROVISIONS, SECURES PAYMENT OF FUTURE ADVANCES, AND COVERS PROCEEDS OF COLLATERAL. 6 0005 A POWER OF SALE HAS BEEN GRANTED IN THIS INSTRUMENT. A POWER OF SALE MAY ALLOW MORTGAGEE TO TAKE THE MORTGAGED PROPERTIES AND SELL THEM WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY THE MORTGAGOR UNDER THIS MORTGAGE. THIS INSTRUMENT COVERS AS- EXTRACTED COLLATERAL; THE INTEREST OF MORTGAGOR IN MINERALS OR THE LIKE (INCLUDING OIL AND GAS) BEFORE EXTRACTION AND THE SECURITY INTEREST CREATED BY THIS INSTRUMENT ATTACHES TO SUCH MINERALS AS EXTRACTED AND TO THE ACCOUNTS RESULTING FROM THE SALE THEREOF AT THE WELLHEAD OR WELLHEADS OF THE WELL OR WELLS LOCATED ON THE REAL PROPERTY DESCRIBED HEREIN. THIS INSTRUMENT COVERS GOODS WHICH ARE OR ARE TO BECOME FIXTURES RELATED TO THE REAL PROPERTY DESCRIBED HEREIN. THIS INSTRUMENT IS TO BE FILED FOR RECORD, AMONG OTHER PLACES, IN THE REAL ESTATE OR COMPARABLE RECORDS OF THE COUNTIES REFERENCED IN EXHIBIT A HERETO, AND SUCH FILING SHALL SERVE, AMONG OTHER PURPOSES, AS A UCC FIXTURE FILING AND AS A FINANCING STATEMENT FOR AS- EXTRACTED COLLATERAL. MORTGAGOR HAS AN INTEREST OF RECORD IN THE REAL ESTATE AND IMMOVABLE PROPERTY CONCERNED, WHICH INTEREST IS DESCRIBED HEREIN. For purposes of filing this Mortgage as a fmancing statement: Mortgagor is the debtor and Mortgagee is the secured party. Mortgagor American Assurance 2000, L.P. is a limited partnership organized under the Laws of the State of Delaware, its organizational identification number is 3311627, and its mailing address is PO Box 8049, Rancho Santa Fe, CA 92067 and Mortgagor Royalty Repository II, LLC is a limited liability company 6005963V.6 12478 -154 organized under the Laws of the State of Delaware, its organizational identification number is 3984165, and its mailing address is PO Box 8049, Rancho Santa Fe, CA 92067. Mortgagee's mailing address is P.O. Box 27459, Houston, TX 77227.. 4)0006 AMENDED AND RESTATED MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF PRODUCTION AND FINANCING STATEMENT KNOW ALL MEN BY THESE PRESENTS: THIS AMENDED AND RESTATED MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF PRODUCTION, AND FINANCING STATEMENT (this "Mortgage is made and entered into as of March 13, 2013, jointly and severally by AMERICAN ASSURANCE 2000, L.P., a Delaware limited partnership and ROYALTY REPOSITORY II, LLC, a Delaware limited liability company (collectively "Mortgagor to AMEGY BANK NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the benefit of the Secured Parties (in such capacity, "Mortgagee"). The addresses of Mortgagor and Mortgagee appear on the cover page and in Section 6.9 of this Mortgage. Capitalized terms not defined in the body of this Mortgage are defined in Section 6.12 hereof. RECITALS A. Mortgagor has heretofore executed and delivered to Wells Fargo Bank, N.A. or its predecessors in interest ("Wells Fargo those mortgages, deeds of trust, amendments, memoranda and other instruments and documents set forth on Schedule 2 attached hereto (collectively, the "Wells Fargo Deeds of Trust covering the real property described therein and securing indebtedness in the aggregate principal amount of $60,000,000 (the "Wells Fargo Debt payable by Mortgagor to Wells Fargo. B. Wells Fargo was the owner and holder of the Wells Fargo Debt and Wells Fargo was the owner and holder of the Wells Fargo Deeds of Trust immediately prior to the execution of the Note Lien Assignment Agreement described in Recital C below. C. Lenders (as hereinafter defined) have extended a credit facility to Mortgagor which is evidenced by Mortgagor's promissory notes made payable to the order of Lenders in the aggregate principal sum of $100,000,000 further described in Section 1.2 hereof. The proceeds of this credit facility have been used in part to purchase Wells Fargo Debt. In connection therewith, Wells Fargo has assigned to Mortgagee and Lenders the Wells Fargo Debt and the Wells Fargo Deeds of Trust pursuant to the terms of a Note Lien Assignment Agreement of even date herewith. Lenders are now the owners and holders of the Wells Fargo Debt, and Mortgagee is now the owner and holder of the Wells Fargo Deeds of Trust for the ratable benefit of the Secured Parties. D. The indebtedness evidenced by the Wells Fargo Debt is now evidenced by the promissory notes described in Section 1.2 hereof. The parties desire to amend and restate the Wells Fargo Deeds of Trust pursuant to this instrument to secure the promissory notes described in Section 1.2 expressly as well as all other obligations described in Article I below. E. Mortgagor and one or more of the Swap Lenders or Third Party Counterparties may from time to time enter into one or more Swap Contracts, Mortgagor and one or more of the Treasury Management Parties may from time to time enter into one or more Treasury Management Agreements, and Mortgagor will directly or indirectly benefit therefrom. F. Mortgagor is the owner of all of the properties described on Exhibit A to this Mortgage. Mortgagor desires to mortgage the property as described on Exhibit A hereto in order to secure the promissory notes described in Section 1.2. NOW, THEREFORE, Mortgagor and Mortgagee agree as follows: MORTGAGE Page 1 CONVEYANCE AND GRANT OF LIEN 000''1 Paragraph II. Hydrocarbons. All oil, gas, casinghead gas, drip gasoline, natural gasoline and condensate, all other liquid and gaseous hydrocarbons, and all other minerals, whether similar to the foregoing or not (herein collectively called "Hydrocarbons now or hereafter accruing to or produced from the Subject Interests and/or to which Mortgagor now or hereafter may be entitled as a result of or by virtue of its record and/or beneficial ownership of any one or more of the Subject Interests; r�000S Mortgagor, to secure payment and performance of the Obligation (as hereinafter defined), and for and in consideration of the sum of TEN AND NO /100 DOLLARS ($10.00) cash and other valuable consideration in hand paid to Mortgagor, the receipt and sufficiency of which are hereby acknowledged, and for and in consideration of the debt and trusts hereinafter mentioned, has MORTGAGED, GRANTED, BARGAINED, SOLD, ASSIGNED, TRANSFERRED, CONVEYED, and WARRANTED, and by these presents does MORTGAGE, GRANT, BARGAIN, SELL, ASSIGN, TRANSFER, CONVEY and WARRANT, unto Mortgagee, its successors and assigns, WITH POWER OF SALE, the real and personal properties, rights, titles, interests, and estates described or to which reference is made in Paragraphs I through V, inclusive, below, whether now owned by Mortgagor or hereafter acquired by Mortgagor (herein collectively called the "Mortgaged Property to -wit: Paragraph I. Oil and Gas Leases and Other Properties. All of Mortgagor's undivided interest and title, now owned or hereafter acquired, in and to (i) the oil, gas and mineral leases described and/or to which reference may be made on Exhibit A attached hereto and made a part hereof for all purposes and incorporated herein by reference as fully as if copied verbatim without regard to any surface acreage and/or depth limitations set forth on Exhibit A, and any instrument executed in amendment, correction, modification, confirmation, renewal or extension of any such leases (the "Subject Leases (ii) the oil, gas and other minerals in and under the lands covered by the Subject Leases and/or the lands spaced, pooled or unitized therewith (the "Lands (iii) the oil, gas and other mineral interests and estates in and under the Lands including working interests, royalties, overriding royalties, net profits interests and production payments (the "Subject Interests"); (iv) any and all oil and gas units covering, in whole or in part, the Lands covered by, or derived or carved from, the Subject Leases and/or the Lands spaced, pooled or unitized therewith; (v) all pooling, communitization, unitization and similar orders of governmental authorities, bodies and commissions that cover all or any portion of the Lands; and (vi) the Lands and all lands pooled, unitized or communitized therewith. It is expressly understood and agreed that (1) Mortgagee shall not be liable in respect of the performance of any covenant or obligation of Mortgagor concerning such Subject Leases, and (2) any decimal fractional interests set out on Exhibit A pertaining to the Subject Leases have been appended for purposes of certain representations and warranties of Mortgagor with respect to title and for informational purposes only, and shall not limit in any way whatsoever the interest of Mortgagor in the Subject Leases; Paragraph III. Contracts. All present and future rights of Mortgagor (including all rights to receive payments, including lease bonuses, rents, tolls, incomes, and royalties) under or by virtue of all present and future operating agreements, contracts for the purchase, exchange, processing, transportation or sale of Hydrocarbons, division orders and other contracts and agreements relating in any way to all or any part of the Mortgaged Property, as the same may be amended or supplemented from time to time (herein collectively called the "Subject Contracts Paragraph IV. Other Property. All tenements, hereditaments, appurtenances, and properties in anywise appertaining, belonging, affixed, or incidental to the Subject Interests, in which Mortgagor now owns or hereafter acquires an interest, including any and all property, real or personal, in which Mortgagor now owns or hereafter acquires an interest which is situated upon and/or used or useful in connection with all or any part of the Subject Interests and including, but subject to the penultimate paragraph of this Conveyance and Grant of Lien section, all rights -of -way, easements, servitudes, and franchises, and all accessions, additions, substitutes and replacements to or for, and all accessories and attachments to any of the foregoing (all such easements, licenses, rights -of -way, and franchises being herein called the "Subject Easements," and all such tangible property described in this Paragraph IV being herein called the "Personal Property and MORTGAGE Page 2 Paragraph V. Other Rights to Hydrocarbons. Any and all other rights, titles, estates, royalties, and interests (whether or not presently included in the Subject Interests) now owned or hereafter acquired by Mortgagor in and to all reversions, remainders, tolls, rents, revenues, issues, proceeds, earnings, income, and profits from the Lands. SECURITY INTEREST U0009 TO HAVE AND TO HOLD the Mortgaged Property, together with all and singular the rights, privileges, contracts, and appurtenances now or hereafter at any time before the foreclosure or release hereof in anywise appertaining or belonging thereto, unto Mortgagee and its successors and assigns, forever, and Mortgagor hereby binds and obligates Mortgagor and Mortgagor's successors to warrant and forever defend, all and singular, the Mortgaged Property unto Mortgagee and its successors and assigns, against the lawful claims of any and all Persons whomsoever claiming or to claim the same, or any part thereof, subject to the Permitted Liens. Notwithstanding any provision in this Deed of Trust to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) included in the definition of "Mortgaged Property," or "Collateral" or "Property" and no Building or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) is hereby encumbered by this Deed of Trust. As used herein, "Flood Insurance Regulations" shall mean (a) the National Flood Insurance Act of 1968, (b) the Flood Disaster Protection Act of 1973, (c) the National Flood Insurance Reform Act of 1994 (amending 42 USC 4001, et seq.), and (d) the Flood Insurance Reform Act of 2004, in each case as now or hereafter in effect or any successor statute thereto and including any regulations promulgated thereunder. This conveyance is made upon the terms and provisions hereinafter set out to secure the full and final payment and performance of the Obligation. To further secure the Obligation, Mortgagor hereby grants to Mortgagee a security interest in the entire interest of Mortgagor (whether now owned or hereafter acquired) in and to: (a) the Mortgaged Property insofar as the Mortgaged Property consists of personal property of any kind or character; (b) all as- extracted collateral and all oil, gas and other Hydrocarbons and minerals produced from or allocated to the Mortgaged Property, and any products processed or obtained therefrom (herein collectively called the "Production and all Liens in the Production securing payment of the proceeds of the Production, including those Liens provided under statutes enacted in the jurisdictions in which the Mortgaged Property is located; (c) all equipment, inventory, improvements, fixtures, accessions, goods and other personal property of whatever nature now or hereafter located on or used or held for use in connection with the Mortgaged Property (or in connection with the operation thereof or the treating, handling, storing, transporting, processing or marketing of Production) and all renewals or replacements thereof or substitutions therefor; (d) all contract rights, contractual rights and other general intangibles related to the Mortgaged Property, the operation thereof (whether Mortgagor is operator or non operator), or the treating, handling, storing, transporting, processing or marketing of Production, or under which the proceeds of Production arise or are evidenced or governed; (e) all geological, geophysical, engineering, and seismic data together with Mortgagor's proprietary interpretations thereof and all accounting, title, legal and other technical or business data and records, and logs, lease files, well files and other books and records (including computerized records and data) concerning the Mortgaged Property or the Production that are in the possession of Mortgagor or are licensed to Mortgagor and/ MORTGAGE Page 3 or in which Mortgagor can otherwise grant a security interest, and all books, files, records, magnetic media, computer records and other forms of recording or obtaining access to such data; (f) all money, documents, instruments, chattel paper, securities, accounts or general intangibles arising from or by virtue of any transaction related to the Mortgaged Property or the Production (all of the properties, rights and interests described in Subsections (a), (b), (c), (d) and (e) above and this Subsection (f) being herein sometimes collectively called the "Collateral"); and (g) all proceeds of the Collateral or payments in lieu of Production (such as "take or pay" payments), whether such proceeds or payments are goods, money, documents, instruments, chattel paper, securities, accounts, general intangibles, fixtures, real property or other assets (the Mortgaged Property, Collateral and the proceeds of the Collateral and payments in lieu of Production, collectively, the "Property Upon the occurrence of any default, Mortgagee is and shall be entitled to all of the rights afforded a secured party by the applicable Code with reference to the Collateral, or Mortgagee may proceed as to both the real and personal property hereby in accordance with the rights granted under this Mortgage with respect to the real property covered hereby. Such rights shall be cumulative and in addition to those granted to Mortgagee under any other provision of this Mortgage or under any other instrument executed in connection with or as security for all or any part of the Obligation. REFERENCE IS MADE TO SECTION 6.12 FOR THE DEFINITIONS OF SEVERAL OF THE TERMS USED HEREIN. MORTGAGE Page 4 ARTICLE 1 SECURED OBLIGATION ti 0 0 1. This Mortgage is made to secure and enforce the following note or notes, guaranty, obligations, indebtedness, covenants, conditions, agreements, loans, advances, debts, and liabilities (herein collectively called the "Obligation Section 1.1 Credit Agreement. All indebtedness and other obligations now or hereafter incurred or arising pursuant to the provisions of that certain Credit Agreement dated of even date herewith, by and among Mortgagor as borrower, the lenders party thereto (with their successors and assigns, being collectively called herein the "Lenders"), and Mortgagee as Administrative Agent, and all supplements thereto and amendments or modifications thereof, and all agreements given in substitution therefor or in restatement, renewal or extension thereof, in whole or in part (such Credit Agreement, as the same may from time to time be supplemented, amended or modified, and all other agreements given in substitution therefor or in restatement, renewal or extension thereof, in whole or in part, being herein called the "Credit Agreement including the "Obligations" as defined in the Credit Agreement. Section 1.2 Notes. Those certain promissory notes executed and delivered by Mortgagor pursuant to the Credit Agreement, having principal sums aggregated in an amount up to but not exceeding One Hundred Million Dollars ($100,000,000), bearing interest as specified therein (including interest occurring during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), being payable as provided therein, and, if not sooner matured (by acceleration or otherwise), finally maturing as provided in the Credit Agreement (as the same may be supplemented, amended, modified, extended, and renewed, being collectively referred to herein as the "Notes Section 1.3 Other Obligations of Mortgagor. Any and all other or additional indebtedness or liabilities for which Mortgagor is now or may hereafter become liable to Lenders at any time and from time to time, in any manner, either primarily or secondarily, absolutely or contingently, directly or indirectly, jointly, severally, or jointly and severally, and whether matured or unmatured, including all indebtedness and liabilities now or hereafter arising directly out of transactions between Mortgagor and Lenders or acquired by Lenders outright, conditionally or as collateral security from another Person and whether or not created after payment in full of the Notes if this Mortgage shall not have been released of record by Mortgagee. Section 1.4 Indebtedness Arising Under Security Instruments. All indebtedness, obligations, covenants, conditions, agreements, and liabilities arising pursuant to the provisions of this Mortgage and/or any other security agreement, mortgage, deed of trust, collateral pledge agreement, contract, assignment, or loan agreement of any kind now or hereafter existing as security for, executed in connection with, or related to the Obligation and/or any part thereof (each such agreement being herein called "other security instruments Section 1.5 Future Advances to Mortgagor. All other loans and future advances that any Secured Party may now or hereafter make to Mortgagor that Mortgagor and Secured Parties contemplate may be necessary from time to time. Such future advances, if any, shall be made on such conditions as Mortgagor and Secured Parties may negotiate, but it is specifically agreed that Secured Parties have not hereby agreed to advance any such additional sums. Section 1.6 Lender Swap Obligations, Third Party Counterparty Swap Obligations and Secured Treasury Management Obligations. Any and all Lender Swap Obligations, Third Party Counterparty Swap Obligations, and Treasury Management Obligations. Section 1.7 Costs and Expenses. All sums advanced and costs and expenses incurred by Mortgagee and/or Secured Parties, including all accounting, engineering, management, consulting or like fees, and reasonable legal fees, made and incurred in connection with the foregoing Sections 1.1, 1.2, 1.3, 1.4, 1.5 and 1.6, or any part thereof, or in connection with the acquisition, perfection, realization, maintenance, or preservation of the security therefor, or in connection with the following Section 1.8, or any part thereof, whether such advances, costs, or expenses shall have been made and incurred at the request of Mortgagor or Mortgagee and/or Secured Parties. Section 1.8 Renewals, Extensions, and Rearrangements. Any and all renewals, extensions, increases, rearrangements and/or substitutions of all or any part of the Notes, indebtedness, obligations, debts, loans, advances, covenants, agreements, and liabilities described or to which reference is made in the foregoing Sections 1.1, 1.2, 1.3, 1.4, 1.5, 1.6 and 1.7. (a) Valid and Subsisting Leases. The Subject Leases are valid and subsisting and are in full force and effect. ARTICLE 2 CERTAIN REPRESENTATIONS, WARRANTIES., AND COVENANTS OF MORTGAGOR Section 2.1 Representations and Warranties. With knowledge that Mortgagee is relying on the representations and warranties made herein without independent investigation, Mortgagor hereby covenants, agrees, represents, and warrants to Mortgagee that: (b) Authority. Mortgagor has authority to execute this Mortgage, to grant, bargain, sell, mortgage, assign, transfer, and convey the Mortgaged Property to Mortgagee pursuant to this Mortgage, and to make the covenants, representations, warranties, and assignments contained in this Mortgage. (c) Title. Mortgagor (i) has good and defensible title to, (ii) is the lawful owner and holder of, and (iii) is possessed of the Mortgaged Property free and clear of any and all Liens except Permitted Liens. MORTGAGE Page 5 001 (d) Interests. With respect to each Mortgaged Property, the ownership of Mortgagor in such Mortgaged Property does and will, (i) with respect to each well described in either Exhibit A hereto or that certain Royalty Interest Certificate dated as of the date hereof executed by Mortgagor in favor of Mortgagee (the "Royalty Interest Certificate"), in connection with such Mortgaged Property, entitle Mortgagor to receive (subject to the terms and provisions of this Mortgage) a decimal share of the Production produced from or allocated to, such well equal to not less than the decimal share set forth in Exhibit A hereto or the Royalty Interest Certificate in connection with such well opposite the words "Net Revenue Interest" (or words of similar import, including, but not limited to, royalty, overriding royalty, production payment or net profits interest), and (ii) if such Mortgaged Property is shown in Exhibit A hereto or the Royalty Interest Certificate to be subject to a unit or units, with respect to each such unit, entitle Mortgagor to receive (subject to the terms and provisions of this Mortgage) a decimal share of Production produced from, or allocated to, such unit equal to not less than the decimal share set forth in Exhibit A hereto or the Royalty Interest Certificate in connection with such Mortgaged Property opposite the words "Unit Net Revenue Interest" or words of similar import including, but not limited to, royalty, overriding royalty, production payment or net profits interest (and if such Mortgaged Property is subject to more than one unit, words identifying such interest with such unit); such shares of Production which Mortgagor is entitled to receive are not and will not be subject to change except, and only to the extent that, such changes are reflected in Exhibit A hereto or the. Royalty Interest Certificate. There is not and will not be any unexpired financing statement covering any part of the Property on file in any public office naming any party other than Mortgagee as secured party. (e) Rents, Royalties and Taxes. All rents and royalties due and payable under the Subject Leases have been paid or otherwise accounted for and all Hydrocarbon severance and production Taxes, windfall profit Taxes, and all property Taxes payable by Mortgagor with respect to the Mortgaged Property have been paid. Section 2.2 Covenants of Mortgagor. Mortgagor, for Mortgagor and Mortgagor's successors, covenants and agrees, unless otherwise specifically permitted or allowed in the Credit Agreement, to do the following: (a) Cure of Defects. (1) If the validity or priority of this Mortgage or of any rights or Liens created or evidenced hereby with respect to the Mortgaged Property or any material part thereof shall be endangered or questioned, or shall be attacked directly or indirectly, or (2) if any legal proceedings are instituted against Mortgagor with respect thereto, or (3) should any adverse claim be made against or cloud develop upon the title to any of the Mortgaged Property other than Permitted Liens, Mortgagor will give written notice thereof within three (3) business days of such event to Mortgagee and, at Mortgagor's own cost and expense, Mortgagor will diligently endeavor to cure any defect that may be developed or claimed, and Mortgagor will take all necessary and proper steps for the defense of such legal proceedings, including the employment of counsel acceptable to Mortgagee, the prosecution or defense of litigation and the release or discharge of all adverse claims, and Mortgagee (whether or not named as a party to legal proceedings with respect thereto), is hereby authorized and empowered to take such additional steps as in its judgment and discretion may be necessary or proper for the defense of any such legal proceedings, including the prosecution or defense of litigation, and the compromise or discharge of any adverse claims made with respect to the Mortgaged Property, and all expense so incurred of every kind and character shall be a demand obligation owing by Mortgagor to Mortgagee. (b) Maintenance of Subject Leases, Contracts, and Easements. Mortgagor will perform all obligations under and maintain all Subject Leases, Subject Contracts, and Subject Easements in full force and effect, and Mortgagor will not permit to occur the surrender, abandonment, release, or termination of any Subject Lease, Subject Contracts, or Subject Easements, so long as the Subject Interests covered thereby or relating thereto are capable of producing Hydrocarbons in paying quantities. (c) Mortgage Taxes. At any time any Law shall be enacted imposing or authorizing the imposition of any tax upon this Mortgage, or upon any Lien created hereby, Mortgagor will immediately pay all such taxes; provided that, in the alternative, Mortgagor may, in the event of the enactment of such a Law, and must, if it is MORTGAGE Page 6 unlawful for Mortgagor to pay such taxes, prepay that portion of the Obligation which Mortgagee in good faith determines is secured by property covered by such Law within sixty (60) days after demand therefor by Mortgagee. (d) Performance of Covenants. Mortgagor will punctually and properly perform all of Mortgagor's covenants, duties, and liabilities under the Credit Agreement, this Mortgage and any other security instrument. (e) Mortgage Registration Taxes and Recording Fees. Mortgagor will promptly pay any mortgage registration or similar Taxes, recording fees and filing fees which may be required to be paid with respect to or in connection with the filing and recordation of this Mortgage. ARTICLE 3 DEFAULTS AND REMEDIES Section 3.1 Defaults. The term "default" as used herein shall mean: (a) an Event of Default under the Credit Agreement or the Notes, (b) failure of Mortgagor to observe or perform any covenant or agreement contained in this Deed of Trust and such failure continues for 30 days; (c) the discovery by Mortgagee or any of the Secured Parties of the incorrectness of any material representation or warranty made to Mortgagee and/or Secured Parties herein; (d) the occurrence of an event causing material loss or depreciation in the Collateral's value (whether by casualty, actions by governmental authorities, loss of permits, authorities, franchises, certificates or rights or otherwise) and Mortgagor's failure to within thirty (30) days of demand by Mortgagee, either provide enough additional Collateral or a reduction in the total indebtedness by an amount sufficient to satisfy such loss or depreciation, as determined by Mortgagee in the exercise of its reasonable business judgment; (e) the occurrence of any claim, action, notice, suspension, or proceeding which materially and adversely affects all or a material part of the Collateral or the Liens granted to Mortgagee; or (f) Mortgagor being made a party to an environmental proceeding, which Mortgagee, in good faith, believes that will result in an adverse ruling against Mortgagor, which will in turn materially and adversely affect Mortgagor 's ability to repay the Obligation or any material part thereof. Section 3.2 Remedies. If a default shall occur and be continuing, Mortgagee may, at its option, do any one or more of the following to the extent permitted by applicable Law: (a) Payment or Performance by Mortgagee. If Mortgagor has failed to keep or perform any covenant whatsoever contained in this Mortgage or any other security instrument, Mortgagee may, but shall not be obligated to any Person to do so, perform or attempt to perform such covenant, and any payment made or expense incurred in the performance or attempted performance of any such covenant shall be a part of the Obligation, and Mortgagor promises, upon demand, to pay to Mortgagee, at the place where the Notes are payable, or at such other place as Mortgagee may direct by written notice, all sums so advanced or paid by Mortgagee, with interest at the Highest Lawful Rate, from the date when paid or incurred by Mortgagee until paid by Mortgagor. No such payment by Mortgagee shall constitute a waiver of any default. In addition to the Liens hereof, Mortgagee shall be subrogated to all rights and Liens securing the payment of any debt, claim, tax, or assessment for the payment of which Mortgagee may make an advance, or which Mortgagee may pay. (b) Acceleration. Mortgagee may, at its option, declare the aggregate unpaid principal amount of and interest on the Notes and all other parts of the Obligation (other than liabilities under any Lender Swap Contracts, Third Party Counterparty Swap Contracts or any Secured Treasury Management Agreements) to be, and the same shall thereupon become immediately due and payable without presentment, demand, protest, notice of acceleration, notice of intent to accelerate, notice of protest or notice of dishonor, or any other notice of any kind, all of which are expressly waived by Mortgagor. (c) Foreclosure. Mortgagee may proceed with foreclosure, either by judicial foreclosure or statutory foreclosure by advertisement and sale pursuant to the power of sale herein granted, in accordance with Wyoming MORTGAGE Page 7 tjOO14 Statutes governing foreclosure by power of sale. In such event Mortgagee is hereby authorized and empowered, to the extent permitted by and in accordance with applicable Law, to sell all or any part of the Mortgaged Property at one or more sales, as an entirety or in parcels, at such place or places and otherwise in such manner and upon such notice as may be required by applicable Law, or in the absence of any such requirement, as Mortgagee may deem appropriate, and to make conveyance to the purchaser or purchasers thereof. Any sale of any part of the Mortgaged Property shall be made to the highest bidder or bidders for cash, at the courthouse door of, or at such other place as may be required or permitted by applicable Law in, the county wherein the Lands included within the Mortgaged Property to be sold is situated; provided that if the Lands are situated in more than one county, such sale of the Mortgaged Property, or any part thereof, may be made in any county wherein any part of the Lands included within the Mortgaged Property to be sold is situated. Any such sale shall be made after all Persons entitled to notice thereof have been sent such notice, all as required by applicable Law in effect at the time of such sale; and nothing herein shall be deemed to require Mortgagee to do, and Mortgagee shall not be required to do, any act other than as required by applicable Law in effect at the time of such sale. Any such sale may be as a whole or in such parcels as Mortgagee may select. Sale of a part of the Mortgaged Property shall not exhaust the power of sale, but sales may be made from time to time until the Obligation is paid and performed in full. It shall not be necessary to have present or to exhibit at any such sale any of the Collateral. In addition to the rights and powers granted under the preceding provisions of this Subsection 3.2(c), if a default results from the failure to make a payment of any installment of the Obligation, Mortgagee, at its option, at once or at any time thereafter while any matured installment remains unpaid, without declaring the entire Obligation to be due and payable may enforce this Mortgage and sell the Mortgaged Property subject to such unmatured Obligation and the Liens securing its payment, in the same manner, on the same terms, at the same place and time, and after having given notice in the same manner, all as provided in the preceding provisions of this Subsection 3.2(c). Sales made without maturing the Obligation may be made hereunder whenever there is a default resulting from the failure to make a payment of any installment of the Obligation without exhausting the power of sale granted hereby, and without affecting in any way the power of sale granted under this Subsection 3.2(c) on the unmatured balance of the Obligation (except as to any proceeds of any sale which Mortgagee may apply as a prepayment on the Obligation) or the Liens securing payment of the Obligation. It is intended by each of the foregoing provisions of this Subsection 3.2(c) that Mortgagee may sell not only the Subject Interests included within, but also, all other items constituting a part of, the Mortgaged Property, or any part thereof, along with the Lands, or any part thereof, included within the Mortgaged Property all as a unit and as a part of a single sale, or may sell any part of the Mortgaged Property separately from the remainder of the Mortgaged Property. It is agreed that, in any deed or assignment given by Mortgagee, any and all statements of fact or other recitals therein made as to the identity of Mortgagee, or as to the occurrence or existence of any default, or as to the acceleration of the maturity of the Obligation, or as to the request to sell, notice of sale, time, place, terms and manner of sale, and the receipt, distribution and application of the money realized therefrom, and, without being limited by the foregoing, as to any other act or thing having been duly done by Mortgagee, shall be taken by all courts of law and equity as prima facie evidence that the said statements or recitals state facts and are without further question to be so accepted, and Mortgagor does hereby ratify and confirm any and all acts that Mortgagee may lawfully do in the premises by virtue hereof. Mortgagee may appoint, in writing, any one or more Persons as Mortgagee's agent and attorney -in- fact to act as Mortgagee under him and in his name, place and stead, to perform any one or more acts necessary or incident to any sale under the rights and powers granted under the preceding provisions of this Subsection 3.2(c) and the power of sale granted herein, including the posting and filing of any notices, the conduct of such sale and the execution and delivery of any instruments conveying the Mortgaged Property so sold, but in the name and on behalf of Mortgagee. All acts done or performed by any such agent and attorney -in -fact shall be valid, lawful and binding as if done or performed by Mortgagee. A POWER OF SALE HAS BEEN GRANTED IN THIS MORTGAGE. A POWER OF SALE MAY ALLOW MORTGAGEE TO TAKE THE MORTGAGED PROPERTY AND COLLATERAL AND SELL THEM WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY MORTGAGOR UNDER THIS MORTGAGE OR THE OTHER LOAN DOCUMENTS. MORTGAGE Page 8 X00 (d) Suit. Mortgagee may proceed by suit or suits, at Law or in equity, to enforce the payment and performance of the Obligation in accordance with the terms hereof, of the Notes or the other security instruments, or other documents and/or writings securing and/or evidencing the Obligation, to foreclose the Liens of this Mortgage as against all or any part of the Mortgaged Property and to have all or any part of the Mortgaged Property sold under the judgment or decree of a court of competent jurisdiction. (e) Rights under the Uniform Commercial Code. Mortgagee may exercise any and all of the rights and remedies available to a secured party under the Code or any other applicable Law. (f) Appointment of Receiver. Mortgagee, as a matter of right and without regard to the sufficiency of the security, and without any showing of insolvency, fraud or mismanagement on the part of Mortgagor, and without the necessity of filing any judicial or other proceeding other than the proceeding for appointment of a receiver, and without notice and upon ex parte application, shall be entitled to the appointment of a receiver or receivers of the Mortgaged Property, or any part thereof, and of the income, rents, issues and profits thereof. (g) Possession of Mortgaged Property. Mortgagee may enter upon the Lands included within the Mortgaged Property, take possession of the Mortgaged Property, and remove the Personal Property included within the Mortgaged Property, or any part thereof, with or without any responsibility or liability on the part of Mortgagee, take possession of any property located on or in the Mortgaged Property which is not a part of the Mortgaged Property and hold or store such property at Mortgagor's expense. (h) Assemble Collateral. Mortgagee may require Mortgagor to assemble the Collateral included within the Mortgaged Property, or any part thereof, and make it available to Mortgagee at a place to be designated by Mortgagee which is reasonably convenient to Mortgagor and Mortgagee. (i) Disposition of Collateral. After notification, if any, as hereafter provided in this Subsection 3.2(i), Mortgagee may sell, lease or otherwise dispose of, at the office of Mortgagee, or on the Lands, or elsewhere, as chosen by Mortgagee, all or any part of the Collateral included within the Mortgaged Property, in its then condition, or following any commercially reasonable preparation or processing, and each sale as used in this Subsection 3.2(i), the term "sale" means any such sale, lease, or other disposition made pursuant to this Subsection 3.2(i) may be a unit or in parcels, by public or in private proceedings, and by way of one or more contracts, and, at any sale, it shall not be necessary to exhibit the Collateral, or part thereof, being sold, leased or otherwise disposed of. The sale of any part of the Collateral shall not exhaust Mortgagee's power of sale, but sales may be made from time to time until the Obligation is paid and performed in full. Reasonable notification of the time and place of any public sale pursuant to this Subsection 3.2(i), or reasonable notification of the time after which any private sale is to be made pursuant to this Subsection 3.2(i), shall be sent to Mortgagor and to any other Person entitled under the applicable Code to notice. It is agreed that notice sent or given not less than twenty -one (21) calendar days prior to the taking of the action to which the notice relates, is reasonable notification and notice for such purposes of this Subsection 3.2(i). Mortgagee shall be entitled to the expenses of retaking, holding, preparing for sale or the like which shall include reasonable attorneys' fees and other expenses of Mortgagee, which expenses shall be secured by this Mortgage. (j) Other Remedies. Mortgagee shall have the right to exercise all other rights and remedies herein, in any of the Loan Documents, or provided by law or in equity. Section 3.3 Purchase of Mortgaged Property by Mortgagee: If Mortgagee is the purchaser of the Mortgaged Property, or any part thereof (and it is specifically agreed that Mortgagee may be the purchaser of the Mortgaged Property, or any part thereof, if permitted by applicable Law), at any sale thereof, whether such sale be under the power of sale hereinabove vested in Mortgagee, or upon any other foreclosure of the Liens hereof, or otherwise, Mortgagee shall, upon any such purchase, acquire good title to the Mortgaged Property so purchased, free of the Liens of these presents. MORTGAGE Page 9 kil 4 Section 3.4 Operation of Properties by Mortgagee. Should any part of the Mortgaged Property come into the possession of Mortgagee, whether before or after default, Mortgagee may use or operate (to the extent allowed under applicable operating arrangements) the Mortgaged Property for the purpose of preserving it or its value, pursuant to the order of a court of appropriate jurisdiction, or in accordance with any other rights held by Mortgagee in respect to the Mortgaged Property. Mortgagor covenants promptly to reimburse and pay to Mortgagee, at the place where Notes are payable, or at such other place as may be designated by Mortgagee in writing, the amount of all expenses (including the cost of any insurance, taxes, reasonable attorneys' fees and other charges) incurred by Mortgagee in connection with its custody, preservation, use or operation of the Mortgaged Property, together with interest thereon from the date incurred by Mortgagee at the Highest Lawful Rate, and all such expenses, cost, taxes, interest and other charges shall be a part of the Obligation. It is agreed, however, that the risk of loss or damage to the Mortgaged Property is on Mortgagor, and Mortgagee shall have no liability whatever for decline or diminution in value of the Mortgaged Property, nor for failure to obtain or maintain insurance, nor for failure to determine whether any insurance ever in force is adequate as to amount or as to the risks insured. Section 3.5 Possession of Property After Foreclosure. In case the Liens hereof shall be foreclosed by power of sale, or by other judicial or non judicial action, the purchaser at any such sale shall receive, as an incident to his ownership, immediate possession of the Mortgaged Property, or any part thereof so conveyed, and, subsequent to foreclosure, Mortgagor and Mortgagor's successors shall be considered as tenants at sufferance of the purchaser at foreclosure sale, and anyone occupying the property after demand made for possession thereof shall be guilty of forcible detainer and shall be subject to eviction and removal, forcible, or otherwise, with or without process of Law, and all damages by reason thereof are hereby expressly waived. Section 3.6 Application of Proceeds. The proceeds from any sale, lease or other disposition made pursuant to this Article 3, any proceeds of Hydrocarbons collected by Mortgagee pursuant to Article 4, and sums received pursuant to Section 6.5 shall be applied by Mortgagee first to the payment of any and all expenses incurred by Mortgagee in foreclosing upon the Property and carrying out such sale (including any attorneys' fees); and second to the payment or prepayment of the Obligation, whether or not matured, as may be determined by Mortgagee in its sole discretion until the Obligation is paid in full. Section 3.7 Abandonment of Sale. In the event a foreclosure hereunder should be commenced in accordance with Subsection 3.2(c), Mortgagee may at any time before the sale abandon the sale and exercise any other remedies available to Mortgagee. Section 3.8 Waiver of Appraisement and Redemption. To the full extent Mortgagor may lawfully do so, Mortgagor agrees that Mortgagor will not at any time insist upon, plead, claim or take the benefit or advantage of any appraisement, valuation, stay, extension or redemption Laws, now or hereafter in force, in order to prevent or hinder the enforcement of this Mortgage or the absolute sale of the Mortgaged Property or any part thereof, or the possession thereof by any purchaser at any such sale, but Mortgagor, insofar as Mortgagor now or hereafter may lawfully do so, hereby waives the benefit of all such Laws; provided, however, that the appraisement of any of the Mortgaged Property is hereby expressly waived or not waived at the option of Mortgagee, such option to be exercised prior to or at the time judgment is rendered in any foreclosure of this Mortgage. Mortgagor also expressly waives, to the extent Mortgagor may lawfully do so, all rights to have the Mortgaged Property marshaled upon any foreclosure of this Mortgage. Mortgagor agrees that the Mortgaged Property is not "agricultural real estate" as defined in Wyo. Stat. Ann. 1 -18 -103. ARTICLE 4 ASSIGNMENT OF PRODUCTION Section 4.1 Assignment and Additional Security In addition to the conveyance to Mortgagee herein made and to additionally secure the Obligation, Mortgagor has, effective as of 7:00 o'clock a.m., local time, on the first day of the month in which this Mortgage is executed, at the site of each of the Subject Leases or MORTGAGE Page 10 Lands, ASSIGNED, TRANSFERRED, MORTGAGED, CONVEYED AND WARRANTED, and does hereby ASSIGN, TRANSFER, MORTGAGE, CONVEY AND WARRANT, unto Mortgagee all of the following: (a) All Hydrocarbons, and the proceeds therefrom and products obtained or processed therefrom (such proceeds and products being herein called "Proceeds produced and to be produced from the Mortgaged Property, and all rights of Mortgagor to Liens securing payment of Proceeds, including those Liens provided for in the Code. Mortgagor hereby authorizes and empowers Mortgagee to demand, collect and receive such Hydrocarbons and Proceeds, to endorse and cash any checks and drafts payable to Mortgagor or Mortgagee for the account of Mortgagor received from or in connection with such Hydrocarbons and Proceeds, to execute any release, receipt, division order, transfer order, and relinquishment or other instrument that may be required or necessary to collect and receive such Hydrocarbons and Proceeds, and to exercise any rights as the holder of Liens securing payment of Proceeds. Mortgagor hereby authorizes and directs all pipeline companies, gathering companies, and others purchasing such Hydrocarbons or having in their possession any such Hydrocarbons or Proceeds, to pay and deliver to Mortgagee all such Hydrocarbons and Proceeds upon the written request of Mortgagee. Mortgagor agrees that all division orders, transfer orders, receipts and other instruments which Mortgagee may from time to time execute and deliver for the purpose of collecting or receipting for Hydrocarbons or Proceeds may be relied upon in all respects and that the same shall be binding upon Mortgagor and Mortgagor's successors. Mortgagor agrees to execute and deliver all necessary, convenient and appropriate instruments, including transfer and division orders, which may be required by Mortgagee in connection with:the receipt by Mortgagee of such Hydrocarbons or Proceeds and to indemnify and keep and hold Mortgagee free and harmless from all parties whomsoever having or claiming an adverse interest in such Hydrocarbons and Proceeds and in this respect agrees to pay all expenses, costs, charges and attorneys' fees that may be incurred by Mortgagee as to any of such matters. (b) All proceeds hereafter payable to or to become payable to Mortgagor or to which Mortgagor is entitled under all gas sales or exchange contracts, all oil, distillate, or condensate sales or exchange contracts, all gas transportation contracts, and all gas processing contracts now or hereafter to become a part of the Mortgaged Property. (c) All amounts, sums, revenues, and income which become payable to Mortgagor from any of the Mortgaged Property (including any after- acquired properties) or under any contract, present or future, relating to, any gas pipeline system and processing plant or unit now or hereafter constituting a part of the Mortgaged Property. (d) All lease bonus, delay rentals, royalties and shut -in gas royalties which become payable to Mortgagor from any of the Mortgaged Property. Section 4.2 Transfer Orders. Mortgagor agrees to execute such transfer orders, payment orders, division orders and other instruments as may be needed by Mortgagee or requested by it incident to its having all assigned payments made direct to it. Mortgagor hereby authorizes and directs all such pipeline companies, purchasers, transporters and other parties owing moneys to Mortgagor under contracts herein assigned, to pay such amounts direct to Mortgagee upon the written request by Mortgagee as follows: Amegy Bank National Association, as Administrative Agent P.O. Box 27459 Houston, TX 77227 and such authorization shall continue until this Mortgage is released. Mortgagee is authorized to collect, receive, and give receipt for all such amounts, and no party making payment shall have any responsibility to see to the application of any funds paid to Mortgagee but shall be fully protected in making such payment to Mortgagee under the assignments herein contained. Should Mortgagee bring suit against any third party for collection of any MORTGAGE Page 11 00 amounts or sums included within this assignment (and Mortgagee shall have the right to bring any such suit), it may sue either in its own name or in the name of Mortgagor. Section 4.3 Payment of Proceeds. In the event that, for its convenience, Mortgagee should elect with respect to particular properties or contracts not to exercise immediately its right to receive Hydrocarbons or proceeds, then the purchasers or other Persons obligated to make such payment shall continue to make payment to Mortgagor until such time as written demand has been made upon them by Mortgagee that payment be made directly to Mortgagee. Such failure to notify shall not in any way waive the right of Mortgagee to receive any payments not theretofore paid out to Mortgagor before the giving of written notice. In this regard, in the event payments are made directly to Mortgagee, and then, at the request of Mortgagee payments are, for a period of time, paid to Mortgagor, Mortgagee shall nevertheless have the right, effective upon written notice, to require that future payments be again made to Mortgagee. Section 4.4 Proceeds Held in Trust by Mortgagor. If under any existing gas sales or exchange agreements or products sales or exchange contracts, other than division orders or transfer orders, or under any gas transportation contract, any proceeds are required to be paid by the purchaser or transporter direct to Mortgagor so that under such existing agreements payment cannot be made to Mortgagee in the absence of foreclosure, then Mortgagor's interest in all proceeds under such sales agreement and in all other proceeds which for any reason may be paid to Mortgagor shall, when received by Mortgagor, constitute trust funds in his hands and shall be immediately paid over to Mortgagee, if Mortgagee has requested that such payments be delivered to it under this assignment. Until such time as a default has occurred and is continuing, Mortgagor has a license to sell and receive Proceeds of Hydrocarbons. Section 4.5 Limitation of Liability of Mortgagee. Mortgagee is hereby absolved from all liability for failure to enforce collection of the proceeds and amounts assigned under Section 4.1 above and from all other responsibility in connection therewith, except the responsibility to account to the Person legally entitled thereto (by application upon the Obligation or otherwise) for funds actually received. Mortgagor agrees to indemnify and hold harmless Mortgagee against any and all liabilities, actions, claims, judgments, costs, charges, and attorneys' fees by reason of the assertion that Mortgagee has received, either before or after payment and performance in full of the Obligation, funds from the production of Hydrocarbons claimed by third Persons, and 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 in compromise, satisfaction, or discharge of any such claim, action or judgment, and all court costs, attorneys' fees, and other expenses of every character incurred by Mortgagee, pursuant to the provisions of this Section, shall be demand obligations owing by Mortgagor and shall bear interest at the Highest Lawful Rate from date of expenditure until paid and shall be secured by the Liens created and granted by this Mortgage. Section 4.6 Duty to Pay Obligation. Nothing contained herein shall limit Mortgagor's absolute duty to make payment when due of the Obligation when the Proceeds received by Mortgagee pursuant to Section 4.1 hereof are insufficient to pay the same, and receipt of Proceeds under said Section 4.1 shall be in addition to all other security now or hereafter existing to secure payment of the Obligation. Section 4.7 Power of Attorney to Mortgagee. Mortgagor does hereby designate Mortgagee as the agent of Mortgagor to act in the name, place and stead of Mortgagor for the purpose of taking any and all actions deemed by Mortgagee necessary for the realization by Mortgagee of the benefits of the assignment of Proceeds provided herein, recognizing such agency in favor of Mortgagee to be coupled with the interests of Mortgagor under this Mortgage and, thus, irrevocable as long as this Mortgage is in force and effect. All Persons dealing with Mortgagee, or any officer thereof, or any substitute, shall be fully protected in treating the powers and authorities conferred by this Section as continuing in full force and effect until advised by Mortgagee that the entire Obligation is fully and finally paid. MORTGAGE Page 12 ARTICLE 5 FINANCING STATEMENT tj 00.I9 Section 5.1 Effective as a Financing Statement. This Mortgage covers goods which are or are to become fixtures on the real property described herein. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Property and is to be filed for record in the real property records of each county in which any part of the Mortgaged Property (including said fixtures) is situated. This Mortgage shall also be effective as a financing statement covering as- extracted collateral, minerals or the like (including oil and gas) and accounts arising out of the sale at the wellhead or minehead of the wells or mines located on the Mortgaged Property of oil, gas, or other minerals in which Mortgagor has an interest before extraction, and is to be filed for record in the real property records of each county in which any part of the Mortgaged Property is situated. Mortgagor is the debtor and Mortgagee is the secured party. This Mortgage shall also be effective as a financing statement covering any other Property and may be filed in any other appropriate filing or recording office. Regarding Mortgagor as debtor, Mortgagor's mailing address, type and state of organization, organizational identification number are set forth on the cover page of this Mortgage. Regarding Mortgagee as secured party, Mortgagee's mailing address is set forth on the cover page of this Mortgage. Section 5.2 Reproduction of Mortgage as Financing Statement. A photographic or other reproduction of this Mortgage or of any financing statement relating to this Mortgage shall be sufficient as a financing statement for any of the purposes referred to in Section 5.1. Section 5.3 Notice to Account Debtors. In addition to the rights granted in Article 4 hereof, Mortgagee may at any time after the occurrence and during the continuation of a default notify the account debtors or obligors of any accounts, chattel paper, negotiable instruments or other evidences of indebtedness included in the Collateral to pay Mortgagee directly. Section 5.4 Filing of Financing Statement. Mortgagee shall have the right, without the consent or joinder of Mortgagor, to execute and file with any governmental authority such financing statements, financing statement amendments and continuation statements as may, in the sole discretion of Mortgagee, be necessary or advisable to maintain, perfect or otherwise evidence the Lien of Mortgagee in and to any of the Mortgaged Property. Mortgagor, as debtor, hereby expressly authorizes Mortgagee, as secured party, to file any such financing statement without the signature of Mortgagor to the extent permitted by applicable Law. ARTICLE 6 MISCELLANEOUS Section 6.1 Release. Upon the occurrence of the Release Date, this conveyance shall be released at Mortgagor's request and expense; otherwise, it shall remain in full force and effect; provided, however, that Mortgagor's warranties and indemnities contained in this Mortgage shall survive the payment and performance of the Obligation and the release of this Mortgage. Section 62 Rights Cumulative. All rights and Liens herein expressly conferred are cumulative of all other rights and Liens herein, or by Law or in equity provided, or provided in any other security instruments, and shall not be deemed to deprive Mortgagee or Secured Parties of any such other legal or equitable rights and Liens by judicial proceedings, or otherwise, appropriate to enforce the conditions, covenants and terms of this Mortgage and other security instruments, and the employment or enforcement of any rights hereunder, or otherwise, shall not prevent the concurrent or subsequent employment or enforcement of any other rights. Section 6.3 Waivers. Any and all covenants in this Mortgage may from time to time, by instrument in writing signed by Mortgagee and the Required Lenders (as defined in the Credit Agreement) and delivered to Mortgagor, be waived to such extent and in such manner as Mortgagee and the Required Lenders may desire, but MORTGAGE Page 13 no such waiver shall ever affect or impair Mortgagee's rights and Liens hereunder, except to the extent specifically stated in such written instruments. Section 6.4 Sale of Mortgaged Property. In the event Mortgagor or any of Mortgagor's successors conveys any interest in the Mortgaged Property, or in any part thereof, to any other party, Mortgagee may, without notice to Mortgagor or Mortgagor's successors, deal with any owner of any part of the Mortgaged Property with reference to this Mortgage and the Obligation, either by way of forbearance on the part of Mortgagee, or extension of time of payment of the Obligation, or release of all or any part of the Mortgaged Property, or any other property securing payment and performance of the Obligation, without in any way modifying or affecting Mortgagee's rights and Liens hereunder or the liability of Mortgagor or any other party liable for payment and performance of the Obligation, in whole or in part; provided, that no action taken or omitted to be taken by Mortgagee under this Section 6.4 shall be deemed a waiver of any default occurring by reason of any such conveyance. Section 6.5 Condemnation Sale. Mortgagee shall be entitled to receive any and all sums which may be awarded or become payable to Mortgagor for the condemnation of the Mortgaged Property, or any part thereof, for public or quasi public use, or by virtue of private sale in lieu thereof, and any sums which may be awarded or become payable to Mortgagor for damages caused by public works or construction on or near the Mortgaged Property. All such sums are hereby assigned to Mortgagee, and Mortgagor shall, upon request of Mortgagee, make, execute, acknowledge and deliver any and all additional assignments and documents as may be necessary from time to time to enable Mortgagee to collect and receipt for any such sums. Mortgagee shall. not be, under any circumstances, liable or responsible for failure to collect, or exercise diligence in the collection of, any of such sums. Section 6.6 Renewals of Indebtedness. It is understood and agreed that the proceeds of the Notes or of any further loans or advances, to the extent the same are utilized to renew or extend any indebtedness or take up any outstanding Liens against the Mortgaged Property, or any portion thereof, have been advanced by Secured Parties at Mortgagor's request and upon Mortgagor's representation that such amounts are due and payable. Secured Parties shall be subrogated to any and all rights and Liens owned or claimed by any owner or holder of such outstanding rights and Liens, however remote, regardless of whether such rights and Liens are acquired by assignment or are released by the holder thereof upon payment. Section 6.7 Waiver of Marshaling. Mortgagor hereby waives all rights of marshaling in the event of any foreclosure of the Liens hereby created. Section 6.8 Headings. The captions, headings, and arrangements used in this Mortgage are for convenience only and do not in any way affect, limit, amplify, or modify the terms and provisions hereof. If to Mortgagor: American Assurance 2000, L.P. MORTGAGE Page 14 Section 6.9 Notices. Whenever this Mortgage requires or permits any consent, approval, notice, request or demand from one party to another, the consent, approval, notice, request, or demand must be in writing to be effective and shall be deemed to have been given on the day personally delivered or, if mailed, on the day it is enclosed in an envelope, properly stamped, sealed and deposited in a post office or official depository maintained by the United States Postal Service, certified mail, return receipt requested, addressed to the party to be notified at the address stated below (or at such other address as may have been designated by written notice): If sent by U.S. Postal Service: PO Box 8049 Rancho Santa Fe, CA 92067 00`20 If to Mortgagee: If sent by overnight courier or personal delivery: 16236 San Dieguito Road, Suite 4 -23 Rancho Santa Fe, CA 92067 Royalty Repository II, LLC If sent by U.S. Postal Service: PO Box 8049 Rancho Santa Fe, CA 92067 If sent by overnight courier or personal delivery: 16236 San Dieguito Road, Suite 4 -23 Rancho Santa Fe, CA 92067 Amegy Bank National Association, as Administrative Agent [For U.S. Mail Only: P.O. Box 27459, Houston, TX 77227] [A11 Other: 4400 Post Oak Parkway, Houston, TX 77027] Attention: Dana Chargois /Special Processing Telephone: 713 232 -6395 Facsimile: 713- 693 -7467 With a copy to: Amegy Bank National Association 1001 17th Street, Suite 1160 Denver, Colorado 80202 Attention: Kevin Donaldson Telephone: 720 947 -7410 Facsimile: 720 947 -7440 Electronic Mail: kevin.donaldson@amegybank.com Section 6.10 Governing Law. WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW, THIS MORTGAGE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN THE STATE OF TEXAS AND THE LAWS OF THE UNITED STATES OF AMERICA EXCEPT THAT TO THE EXTENT THAT THE LAW OF THE STATE IN WHICH A PORTION OF THE MORTGAGED PROPERTY IS LOCATED (OR WHICH IS OTHERWISE APPLICABLE TO A PORTION OF THE MORTGAGED PROPERTY) NECESSARILY OR, IN THE SOLE DISCRETION OF MORTGAGEE, APPROPRIATELY GOVERNS WITH RESPECT TO PROCEDURAL AND SUBSTANTIVE MATTERS RELATING TO THE CREATION, PERFECTION AND ENFORCEMENT OF THE LIENS AND OTHER RIGHTS AND REMEDIES OF MORTGAGEE GRANTED HEREIN, THE LAWS OF SUCH STATE SHALL APPLY AS TO THAT PORTION OF THE MORTGAGED PROPERTY LOCATED IN (OR OTHERWISE SUBJECT TO THE LAWS OF) SUCH STATE. Section 6.11 Invalid Provisions. If any provision of this Mortgage is invalid or unenforceable in any jurisdiction applicable to this Mortgage, then, to the extent permitted by Law, (a) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in favor of Mortgagee in order MORTGAGE Page 15 "Code" means the applicable Uniform Commercial Code, if any, of each state where any of the Mortgaged Property is situated. Lender. "Credit Agreement" has the meaning given such term in Section 1.1 hereof. "default" has the meaning given such term in Section 3.1 hereof. 002'2 to carry out the intentions of the parties hereto as nearly may be possible; and (b) the invalidity or unenforceability of such provision in any jurisdiction shall not affect the validity or enforceability thereof in any other jurisdiction. If the rights and Liens created by this Mortgage shall be invalid or unenforceable as to any part of the Obligation, the unsecured portion of the Obligation shall be completely paid prior to the payment of the remaining and secured portion of the Obligation, and all payments made on the Obligation shall be considered to have been paid on and applied first to the complete payment of the unsecured portion of the Obligation. Section 6.12 Definitions. In addition to the terms defined elsewhere herein, as used herein, the following terms shall have the meanings indicated: "Affiliate" means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified. "Control" as used in the preceding sentence means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person whether through the ability to exercise voting power, by contract or otherwise. "Collateral" has the meaning given such term in Paragraph (f) under the heading of "Security Interest" in this Mortgage. "Highest Lawful Rate" means the maximum nonusurious rate of interest which Mortgagee or Lenders are allowed from time to time to contract for, charge, take, reserve, or receive on Notes or other indebtedness owed to Mortgagee or Lenders, as the case may be, under Laws applicable to the Notes or other indebtedness owing to Mortgagee or Lenders which are presently in effect or, to the extent allowed by applicable Law, under such applicable Laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable Laws now allow, after taking into account, to the extent required by applicable Laws, any and all relevant payments or charges under any of the Notes. For purposes of such determination, the "Highest Lawful Rate" shall mean the greater of (a) the maximum rate of interest from time to time permitted under the Laws of the United States of America (including the rate of interest permitted to be charged under 12 U.S.C. §85), and (b) the maximum rate of interest permitted to be charged under the Laws of the State of Texas. "Hydrocarbons" has the meaning given such term in Paragraph II under the heading of "Conveyance and Grant of Lien" in this Mortgage. "Lands" has the meaning given such term in Paragraph I under the heading of "Conveyance and Grant of Lien" in this Mortgage. "Laws" means all applicable constitutions, treaties, statutes, laws, ordinances, regulations, orders, writs, injunctions or decrees of the United States or of any state, commonwealth, county, parish, municipality or Tribunal. "Lender Swap Contract" means any Swap Contract between Mortgagor or any Subsidiary and any Swap "Lenders" has the meaning given such term in Section 1.1 hereof. MORTGAGE Page 16 "Lien" means any lien, mechanic's lien, materialman's lien, pledge, conditional sale agreement, title retention agreement, financing lien, production payment, security interest, mortgage, deed of trust or other encumbrance, whether arising by agreement or under Law. "Loan Parties" means Mortgagor, any guarantor of the Obligation and any other Person that executes a Loan Document other than Mortgagee and the Secured Parties. "Mortgage" has the meaning given such term in Article 1 hereof. "Mortgaged Property" has the meaning given such term under the heading of "Conveyance and Grant of Lien" in this Mortgage. "Mortgagee" has the meaning given such term in the introductory paragraph hereof. "Mortgagor" has the meaning given such term in the introductory paragraph hereof. "Mortgagor's successors" means each and all of the immediate and remote successors, assigns, heirs, executors, administrators, and legal representatives of Mortgagor. "Note" or "Notes" has the meaning given to such term in Section 1.2 hereof. "Obligation" has the meaning given such term in Article 1 hereof. "other security instrument" has the meaning given such term in Section 1.4 hereof. "Person means any individual, firm, corporation, association, partnership, joint venture, company, trust, Tribunal or other entity. "Personal Property" has the meaning given such term in Paragraph IV under the heading of "Conveyance and Grant of Lien" in this Mortgage. "Proceeds" has the meaning given such term in Section 4.1(a) hereof. "Production" has the meaning given such term in Paragraph (b) under the heading of "Security Interest" in this Mortgage. "Property" has the meaning given such term in Paragraph (g) under the heading of "Security Interest" in this Mortgage. "sale" has the meaning given such term in Subsection 3.2(i) hereof. "Section" means a section of this Mortgage, unless specifically indicated otherwise. "Secured Treasury Management Agreement" means any Treasury Management Agreement that is entered into by and between Mortgagor or any Subsidiary and any Treasury Management Party. MORTGAGE Page 17 00'2 3 "Secured Parties" means (a) Amegy Bank National Association in its capacity as Administrative Agent, the Lenders, any L/C Issuer, the beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Documents, and the successors and assigns of each of the foregoing, (b) any Swap Lender, (c) any Treasury Management Party, and (d) any Third Party Counterparty. "Subject Easements" has the meaning given such term in Paragraph IV under the heading of "Conveyance and Grant of Lien" in this Mortgage. 60 ?4 "Subject Contracts" has the meaning given such term in Paragraph III under the heading of "Conveyance and Grant of Lien" in this Mortgage. "Subject Interests" has the meaning given such term in Paragraph I under the heading of "Conveyance and Grant of Lien" in this Mortgage. "Subject Leases" has the meaning given such term in Paragraph I under the heading of "Conveyance and Grant of Lien in this Mortgage. "Swap Contract" means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, forward sale of production, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a "Master Agreement including any such obligations or liabilities under any Master Agreement, and (c) to the extent not otherwise included in the preceding clauses (a) and (b) of this defintion, any and all agreements, contracts or transactions that constitute a "swap" within the meaning of section 1 a(47) of the Commodity Exchange Act. "Swap Lender" means any Person that is at the time it enters into a Swap Contract with Mortgagor or any of its Subsidiaries a Lender or an Affiliate of a Lender, in its capacity as a party to such Swap Contract. "Swap Termination Value" means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark -to- market value(s) for such Swap Contracts, as determined based upon one or more mid market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender). "Taxes" means all taxes, assessments, fees, levies, imposts, duties, deductions, withholdings or other similar charges from time to time or at any time imposed by any Law or any Tribunal. "Treasury Management Agreement" means any agreement to provide cash management services, including treasury, depositing, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements. "Treasury Management Party" means any Person that at the time it enters into a Treasury Management Agreement with Borrower or a Subsidiary of Borrower is a Lender or an Affiliate of a Lender, in its capacity as a party to such Treasury Management Agreement. MORTGAGE Page 18 Section 6.16 Restatement of Wells Fargo Deeds of Trust. The Notes described in Section 1.2 are given in amendment, modification, renewal, extension and restatement of indebtedness outstanding under the Wells Fargo Debt secured by the Wells Fargo Deeds of Trust. It is the desire and intent of Mortgagor and MORTGAGE Page 19 4 5 "Tribunal" means any court or any governmental department, commission, board, bureau, agency or instrumentality of the United States or of any state, commonwealth, nation, territory, possession, county, parish or municipality, whether now or hereafter constituted and/or existing. All other capitalized terms defined in the Credit Agreement which are used in this Mortgage and which are not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Whenever herein the singular number is used, the same shall include the plural where appropriate, and vice versa, and words of any gender shall include each other gender where appropriate. Article, Paragraph, Section, Schedule, and Exhibit references are to Articles, Paragraphs, and Sections of and Schedules and Exhibits to this Mortgage, unless otherwise specified. All references to instruments, documents, contracts, and agreements are references to such instruments, documents, contracts, and agreements as the same may be amended, supplemented, and otherwise modified from time to time, unless otherwise specified. The words "hereof', "herein" and "hereunder" and words of similar import when used in this Mortgage shall refer to this Mortgage as a whole and not to any particular provision of this Mortgage. As used herein, the words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation." Section 6.13 Form of Mortgage. This instrument may be construed and enforced from time to time whether within the State of Wyoming, and elsewhere outside the State of Wyoming, as a mortgage, deed of trust, chattel mortgage, conveyance, assignment, security agreement, pledge, financing statement, hypothecation or contract, or any one or more of them as may be appropriate under applicable Laws, in order fully to effectuate the Lien hereof and the purposes and agreements herein set forth. Insofar as this instrument is a security agreement, pledge, financing statement, hypothecation or contract, or any one or more of them as may be appropriate under applicable Laws, in order fully to effectuate the Lien hereof and the purposes and agreements herein set forth, Mortgagor is the debtor and Mortgagee is the secured party. The addresses shown in Section 6.9 are the addresses of the debtor and the secured party and information concerning the security interest granted hereby may be obtained from the secured party at such address. Without in any manner limiting the generality of any of the foregoing provisions hereof: (a) some portions of the goods described or to which reference is made herein are or are to become fixtures on the Lands described or to which reference is made herein; (b) the minerals and the like (including oil and gas) included in the Mortgaged Property and the accounts resulting from the sale thereof will be financed at the wellhead(s) or minehead(s) or the well(s) or mine(s) located on the Lands described or to which reference is made herein; and (c) this instrument is to be filed of record in the real estate records in the counties in which any portion of the Mortgaged Property is situated as a financing statement but the failure to do so will not otherwise affect the validity or enforceability of this instrument. Section 6.14 Multiple Counterparts. This Mortgage has simultaneously been executed in a number of identical counterparts, each of which shall be deemed an original, and all of which are identical, except that in order to facilitate recordation, portions of Exhibit A hereto which describe Mortgaged Property situated in counties other than the particular county in which a counterpart hereof is being recorded may be omitted from such counterpart. Section 6.15 Binding Effect. This Mortgage is binding upon Mortgagor and Mortgagor's successors and shall inure to the benefit of Mortgagee and each of the Lenders and their respective successors and assigns, and the provisions hereof shall likewise be covenants running with the Lands. The duties, covenants, conditions, obligations, and warranties of Mortgagor in this Mortgage shall be joint and several obligations of Mortgagor and Mortgagor's successors Each and every party who signs this Mortgage, other than Mortgagee, and each and every subsequent owner of the Mortgaged Property, or any part thereof, jointly and severally covenants and agrees that he or it will perform, or cause to be performed, each and every condition, term, provision, and covenant of this Mortgage. fl O O Mortgagee to renew and extend all liens, rights, powers, privileges, superior titles, estates and security interests existing by virtue of the Wells Fargo Deeds of Trust and in connection therewith, it is understood and agreed that this Mortgage amends and restates (but does not novate or extinguish) each of the Wells Fargo Deeds of Trust in its entirety. This Mortgage renews and extends all liens, rights, powers, privileges, superior titles, estates and security interests existing by virtue of the Wells Fargo Deeds of Trust without interruption or lapse, but the terms, provisions and conditions of such liens, rights, powers, privileges, superior titles, estates and security interests shall hereafter be governed by this Mortgage and any amendments or supplements hereto. Section 6.17 Controlling Document. In the event of a conflict between the terms and provisions of this Mortgage and the terms and provisions of the Credit Agreement, the terms and provisions of the Credit Agreement shall control. In the event of a conflict between the terms and provisions of this Mortgage and the terms and provisions of any Approved Third Party Intercreditor Agreement, the terms and provisions of the applicable Approved Third Party Intercreditor Agreement shall control. Nothing contained in this Mortgage shall be construed as a waiver of any rights of Mortgagor under any Third Party Counterparty Swap Contract or Approved Third Party Intercreditor Agreement. Section 6.18 Joint and Several Liability. The obligations of American Assurance 2000, LP and Royalty Repository II, LLC as Mortgagor hereunder are joint and several in all respects. MORTGAGE Page 20 [This space is left intentionally blank. The signature page follows.] above. EXECUTED on the date(s) of the acknowledgment(s) below to be effective as of the date first set forth STATE OF CALIFORNIA COUNTY OF SAN DIEGO By: This instrument was acknowledged before me on the i2 day of March, 2013, by Derren Geiger, Manager of Caritas Royalty Fund LLC, a Delaware limited liability company, the general partner of American Assurance 2000, L.P., a Delaware limited partnership, on behalf of said limited partnership. MORTGAGE Signature Page KURT IHAR T MAN COMM. 1912799 E NOTARY PUBLIC CALUFORN /A SAN OftiGCO COUNTY My Comm. Expires Nov. 11, 2014 MORTGAGOR AMERICAN ASSURANCE 2000, L.P. By: Caritas Royalty Fund LLC, its general partner Derren Geig Manager Notary -Public, State of California My Commission Expires: /1 Nov ZabH 1 002 STATE OF CALIFORNIA COUNTY OF SAN DIEGO MORTGAGE Signature Page ROYALTY REPOSITORY II, LLC By: 4;: Derren Geig Manager This instrument was acknowledged before me on the iz day of March, 2013, by Derren Geiger, Manager of Royalty Repository II, LLC, a Delaware limited liability company, on behalf of said limited liability company. KART rHAR T MAN f COMM. 1912799 z Z NO'T'ARY PUBLIC CALIFORNIA Notaryblic, State of California SAN DIEGO COUNTY My Comm. Expires Nov. 11, 2014 ai My Commission Expires: It ivav ec,Py 1. Campbell County, Wyoming 2. Carbon County, Wyoming 3. Converse County, Wyoming 4. Crook County, Wyoming 5. Fremont County, Wyoming 6. Johnson County, Wyoming 7. Laramie County, Wyoming 8. Lincoln County, Wyoming 9. Natrona County, Wyoming 10. Niobrara County, Wyoming 11. Park County, Wyoming 12. Sheridan County, Wyoming 13. Sublette County, Wyoming 14. Sweetwater County, Wyoming 15. Uinta County, Wyoming 16. Washakie County, Wyoming 17. Weston County, Wyoming Schedule 1- Page 1 SCHEDULE 1 WYOMING COUNTIES 00029 JURISDICTION FILING INFORMATION FILE DATE Campbell County, Wyoming Book 2684, Page 161 1/30/12 Carbon County, Wyoming Book 1216, Page 215 1/26/12 Converse County, Wyoming Book 1442, Page 498 1/26/12 Crook County, Wyoming Book 514, Page 711 1/30/12 Fremont County, Wyoming #2012- 1349853 1/27/12 Johnson County, Wyoming #117630 2/6/12 Laramie County, Wyoming Book 2258, Page 1290 2/6/12 Lincoln County, Wyoming Book 780j, Page 50 1/26/12 Natrona County, Wyoming #922113 1/27/12 Niobrara County, Wyoming Book 456, Page 346 2/6/12 Park County, Wyoming #2012 -747 2/8/12 Sheridan County, Wyoming #2012- 694019 2/6/12 Sublette County, Wyoming Book 147, Page 138 2/6/12 Sweetwater County, Wyoming Book 1193, Page 5290 1/30/12 Uinta County, Wyoming Book 976, Page 664 2/6/12 Washakie County, Wyoming Book 128, Page 830 1/27/12 Weston County, Wyoming Book 334, Page 569 2/6/12 00030 Schedule 2 Page 1 SCHEDULE 2 RECORDING SCHEDULE (WYOMING) WELLS FARGO BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT and AMERICAN ASSURANCE 2000, L.P. and ROYALTY REPOSITORY II, LLC 1. Mortgage, Line of Credit Mortgage, Deed of Trust, Assignment of As- Extracted Collateral, Security Agreement and Financing Statement from Royalty Repository II, LLC for the benefit of Paribas North America, Inc., as collateral agent, dated as of January 3, 2012 and filed as follows: JURISDICTION FILING INFORMATION FILE DATE Campbell County, Wyoming Book 2707, Page 1 5/7/12 Carbon County, Wyoming Book 1220, Page 168 5/7/12 Converse County, Wyoming Book 1450, Page 309 5/7/12 Crook County, Wyoming Book 518, Page 366 5/7/12 Fremont County, Wyoming #2012- 1352348 5/9/12 Johnson County, Wyoming Book 345, Page 362 5/17/12 Laramie County, Wyoming Book 2274, Page 144 5/7/12 Lincoln County, Wyoming Book 786, Page 57 5/14/12 Natrona County, Wyoming #927766 5/8/12 Niobrara County, Wyoming Book 458, Page 228 5/7/12 Park County, Wyoming #2012 -2818 5/17/12 Sheridan County, Wyoming Book 533, Page 497 5/7/12 Sublette County, Wyoming Book 147, Page 426 5/7/12 Sweetwater County, Wyoming Book 1195, Page 522 5/8/12 Uinta County, Wyoming Book 979, Page 977 5/7/12 Washakie County, Wyoming Book 129, Page 916 5/7/12 Weston County, Wyoming Book 336, Page 876 5/7/12 2. Memorandum of Assignment of Liens and Security Interests and Amendment to Mortgages among American Assurance 2000, L.P., Royalty Repository, BNP Paribas and Wells Fargo Bank, National Association, as successor Administrative Agent, dated as of April 20, 2012 and filed as follows: Schedule 2 Page 2 t ;0031 PREFACE TO EXHIBIT A TO AMENDED AND RESTATED MORTGAGE, ASSIGNMENT, SECURITY AGREEMENT AND FINANCING STATEMENT; DATED AS OF MARCH 13, 2013 FROM AMERICAN ASSURANCE 2000, L.P. AND ROYALTY REPOSITORY II, LLC TO AMEGY BANK NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT This Exhibit A contains a description of those Subject Leases and Lands referred to in the foregoing Mortgage. The Subject Leases and Lands consist of producing and non producing oil and gas leases, oil, gas and mineral interests, oil and gas royalty interests, and oil and gas overriding royalty interests affecting lands situated in each of the Counties in Wyoming listed on Schedule 1, together with all of Mortgagor's interest in all leases, lands and interests with which any of said interests may now or hereafter be pooled, unitized or communitized. This Exhibit A shall include all of Mortgagor's interest in the leases described or referred to in this Exhibit A, whether beneficially owned or as now or hereafter reflected of record in the county records, and whether or not all lands covered by said leases are specifically described or referred to. The net revenue interests and/or interests in gross production set forth herein are the interests in production of oil and/or gas hereby represented and warranted to be owned by Mortgagor in the properties described, but this Exhibit A shall be deemed to cover any additional interests of Mortgagor that are in excess of the net revenue interests indicated herein and such designation shall not be deemed a limitation on the interests covered hereby. Reference is hereby made to each particular instrument described and referred to in this Exhibit A for further description and for all the terms and conditions thereof and the lands covered thereby. Where references in this Exhibit A state that any described interest is subject to any referenced agreement, instrument, or outstanding interest, such reference is made only to the extent, if any, that such agreement, instrument or interest is valid and subsisting, and such references shall not create rights in or have any effect upon any Person not party to this Mortgage, to which the Exhibit A is attached. The Subject Leases and Lands are conveyed or mortgaged subject to valid and presently subsisting easements and rights -of -way, either of record or on the ground. All recording references in this Exhibit A are to the official records of the Clerk of the County in which the lands affected by the described instrument are situated. This Mortgage may be executed in multiple counterparts, each of which is an original and all of which are substantially identical and shall together constitute but one and the same Mortgage except that to facilitate recordation, there is attached to each counterpart which is to be recorded only that portion of this Exhibit A which contains the description of the Lands located in the County where that particular counterpart will be recorded. The Exhibit A to be attached to the financing statement filed in the central filing jurisdiction of each state shall contain descriptions of all of the Subject Leases and Lands in that state that are affected by this Mortgage. It is the intention of Mortgagor herein to convey or mortgage all of its interests in the Subject Leases and the Lands, even though any such oil and gas property may not be accurately described herein. Any acreage or depth limitation language in this Exhibit A is included for the sole purpose of specifying or limiting the warranties made by Mortgagor, but it is the intention of Mortgagor to subject Mortgagor's entire interest in the leases and/or lands described or referred to in this Exhibit A without regard to acreage or depth limitations. "Working Interest" or "WT' (expressed as a decimal) shall mean the interest of Mortgagor in a particular Subject Lease, well, or unit as the case may be, entitling Mortgagor to produce oil, gas and other Hydrocarbons produced therefrom and being equivalent to the proportionate part of the cost of exploration, development and production of oil, gas and other minerals borne by the owners thereof with respect to such Subject Lease or well. Exhibit A Page 1 Any reference herein to wells or well names, prospects or prospect names, if any, shall be for information purposes and shall not limit the description of the interests made subject to this Mortgage. Each reference to a lease herein shall be deemed a reference to said lease as said lease may have been heretofore amended and/or ratified, whether or not such amendments and ratifications are referred to herein. 00033 "Net Revenue Interest" or "NRI" (expressed as a decimal) means the warranted interest of Mortgagor representing the proportionate share of the production of oil, gas and other Hydrocarbons produced from the Subject Lease or well as the case may be, to which Mortgagor is entitled after deduction of all royalties, overriding royalty interests, production payments and other burdens on or payments out of production, except severance, production, and other similar taxes. "Overriding Royalty Interest "ORRI" or "ORI" (expressed as a decimal) means an interest in production which is free of any obligation for the expense of exploration, development and production, bearing only its pro rata share of severance, production and other similar taxes and, in instances where the document creating the overriding royalty interest so provides, costs associated with compression, dehydration, other treating or processing or transportation of production of oil, gas or other minerals relating to the marketing of such production. "Royalty Interest" or "RI" (expressed as a decimal) means an interest in production which results from an ownership in the mineral fee estate or royalty estate in the relevant lands and which is free of any obligation for the expense of exploration, development and production, bearing only its pro rata share of severance, production and other similar taxes and, in instances where the document creating the royalty interest so provides, costs associated with compression, dehydration, other treating or processing or transportation of production of oil, gas or other minerals relating to the marketing of such production. Notwithstanding the percentage of Working Interest, Net Revenue Interest, Overriding Royalty Interest or Royalty Interest set forth with respect to a particular oil, gas and mineral lease or well, Mortgagor intends that this Mortgage shall convey or mortgage the entirety of its interest in the Subject Leases and the Lands. Exhibit A Page 2 Exhibit A Page 3 EXHIBIT A 60034 EXHIBIT "A^ ANDERSON 4 -1A F (491326 -336) LEASE NUMBER: WY- 000000 000442 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: DONNA V RELLWIG LEASE DATE: 04/01/1973 RECORDED: BOOK PAGE ENTRY STATE COUNTY 000 000 WYOMING LINCOLN DESCRIPTION: T2ON R112W, SEC.4, S/2 NW /4 SW /4 T2ON R112W, SEC.B, E/2 Page 1 of 43 0035 EXHIBIT "A" ALTROGGE FEDERAL 81 2 -18 (491326 -060) LEASE NUMBER: WY- 000000- 001679 -000 LESSOR: BUREAU OP LAND MANAGEMENT LESSEE: JAMES F LACOY MILDRED E LACOY, TESTES, LACOY FAMILY TR LEASE DATE: 04/01/1965 RECORDED: BOOK PAGE ENTRY STATE COUNTY DESCRIPTION T2ON R112W, SEC.3, SESW Page 2 of 43 WYOMING LINCOLN EXHIBIT A" ANDERSON 4 -3 (491326 -286) LEASE NUMBER: WY- 000000 000442 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: DONNA V.E$LLWIG LEASE DATE: 04/01/1973 RECORDED: BOOK PAGE ENTRY STATE COUNTY 000 000 WYOMING LINCOLN DESCRIPTION:' T20N R112W, SEC.4, S/2 NW /4 SW /4 T20N R112W, SEC.B, E/2 Page 3 of 43 0037 ti EXHIBIT "A" BALCRON BELLWIG FED #31 (491326 -146) LEASE NUMBER: WY- 000000 000334 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: ARDEN R BOLAND LEASE DATE: 01/01/1966 RECORDED: BOOK PAGE ENTRY STATE COUNTY 000 000 WYOMING LINCOLN DESCRIPTION: T20N R112W, SECS: SW /4 NW /4 LEASE NUMBER: WY- 000000 000442 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: DONNA V BELLWIG LEASE DATE: 04/01/1979 RECORDED: BOOK PAGE ENTRY STATE COUNTY 000 000 WYOMING LINCOLN DESCRIPTION: T20N R112W, SEC.4, S/2 NW /4 SW /4 T20N R112W, SECS, E/2 Page 4 of 43 =RIB IT "A" BEARD FEDERAL #1 -3 (491326 -407) BEARD FEDERAL 2 -3 (491326 -491) LEASE NUMBER: WY- 000000 000336 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: JAMES D. BEARD LEASE DATE: 01/01/1966 RECORDED: BOOK PAGE ENTRY STATE COUNTY 000 000 WYOMING LINCOLN DESCRIPTION: T22N R112W, SEC.2: LOTS 5 -8, SWNE, S /2NW N /2SW, NESE T22N R112W, SEC.3: LOTS 5 -7, S /2NE, SENN NESE, N /2SE LEASE NUMBER: WY- 000000 000776 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: UNKNOWN LEASE DATE: 01/01/1966 RECORDED: BOOK PAGE ENTRY STATE COUNTY 000 000 WYOMING LINCOLN DESCRIPTION: T22N R112W, SEC.2: SENB, NESE T22N R112W, SEC.3: LOT 8 SWNW, NWSW T22N R112W, SEC.4: LOTS 5 -B S /2N/2 N /28/2 Page 5 of 43 00 t)9 LEASE NUMBER: WY- 000000- 001213 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: MARGARET P. PARTRIDGE• LEASE DATE: 01/01/1964 RECORDED: BOOK PAGE ENTRY STATE COUNTY 000 000 DESCRIPTION: T2ON R112W, SEC.3, LOT 4 T2ON R112W, SEC.3, E /2SE, SENE EXHIBIT "A" CHAMPLIN 122 AMOCO DAKOTA (491326 -213) Page 6 of 43 WYOMING LINCOLN 1� O V [i l� DESCRIPTION: T22N R112W, SEC.15: NE, E/2 NW DESCRIPTION: T22N R112W, SEC.36: ALL EXHIBIT "A" COW HOLLOW UNIT (999999-U48) LEASE NUMBER: WY- 000000 000335 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: UNKNOWN LEASE DATE: 01/01/1966 RECORDED: BOOK PAGE ENTRY STATE COUNTY 000 000 WYOMING LINCOLN DESCRIPTION: T23N R112W, SEC.33: NE, E/2 NW, N/2 SE LEASE NUMBER: WY- 000000- 00033.6 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: JAMES D. BEARD LEASE DATE: 01/01/1966 RECORDED:. BOOK PAGE ENTRY STATE COUNTY ODD 000 WYOMING LINCOLN DESCRIPTION: T22N R112W, SEC.2: LOTS 5 -8, SW NE, S/2 NW, N/2 SW, NW SE T22N R112W, SEC.3: LOTS 5 -7, S/2 NE, SE NW, NE SW, N/2 SE LEASE NUMBER: WY- 491305- 000330 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: UNKNOWN LEASE DATE: 12/01/1965 RECORDED: BOOK PAGE ENTRY STATE COUNTY LEASE NUMBER: WY- 491305 000461 -000 LESSOR: WYOMING STATE LAND AND FARM LOAN OFFICE LESSEE: ERMA 5 TOLAN LEASE DATE: 04/02/1966 RECORDED: BOOK PAGE ENTRY STATE Page 7 of 43 WYOMING SWEETWATER COUNTY WYOMING LINCOLN tit) 041 EXHIBIT "A" COW HOLLOW #212 -23 (491305 -012) COW HOLLOW #40 -24 (491326 -638) COW HOLLOW 213 -10 (491326 -670) COW HOLLOW 214 -30 (491326 -698) EMIGRANT #1 -27 (491326 -430) LEASE NUMBER: WY- 000000- 000335 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: UNKNOWN LEASE DATE: 01/01/1966 GROSS: 320.000000 NET: 320.000000 RECORDED: BOOK 'PAGE ENTRY STATE COUNTY 000 000 WYOMING LINCOLN DESCRIPTION: T23N R112W, SEC.33: NE, E/2 NW, N/2 SE LEASE NUMBER: WY- 000000 000336 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: JAMES D. BEARD LEASE DATE: 01/01/1966 GROSS: 760.460000 'NET: 760.460000 RECORDED: BOOK PAGE ENTRY STATE COUNTY DESCRIPTION: T22N R112W, SEC.2: LOTS 5 -8, SW NE, S/2 NW, N/2 SW, NW SE T22N R112W, SEC.3: LOTS 5 -7, S/2 NE, SE NW, NE SW, N/2 SE DESCRIPTION: T22N R112W, SEC.15: NE, E/2 NW 000 000 WYOMING LINCOLN LEASE NUMBER: WY- 491305- 000330 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: UNKNOWN LEASE DATE: 12/01/1965 GROSS: 240.000000 NET: 240.000000 RECORDED: BOOK ,PAGE ENTRY STATE COUNTY WYOMING SWEETWATER LEASE NUMBER: WY- 491305 000461 -000 LESSOR: WYOMING STATE LAND AND FARM LOAN OFFICE LESSEE: ERMA B TOLAN LEASE DATE: 04/02/1966 GROSS: 640.000000 NET: 640.000000 RECORDED: BOOK PAGE ENTRY STATE COUNTY, DESCRIPTION: T22N R112W, SEC.36: ALL Page 8 of 43 WYOMING LINCOLN iu42 LEASE NUMBER: LESSOR: LESSEE: LEASE DATE: RECORDED: DESCRIPTION: T26N R112W, SEC.31, LOTS 1, 2, 3, 4, (W2 W2), E2, E2 W2 T26N'R112W, SEC.32, NW, NW SW, T26N R112W, SEC.32, NE SW, SW SW LEASE NUMBER: LESSOR: LESSEE: LEASE DATE: RECORDED: 000 000 WYOMING LINCOLN DESCRIPTION: T25N 5112W, SEC.4, LOTS 1, 2, 3, NE, 5/2 NW, SW, W/2 SE, NE SE LEASE NUMBER: LESSOR: LESSEE: LEASE DATE: RECORDED; DESCRIPTION: T25N R112W, SEC.4, SE SS T25N R112W, SEC.6, SE LEASE NUMBER: LESSOR: LESSEE: LEASE DATE: RECORDED: DESCRIPTION: T25N R112W, T25N R112W, 6, 7, 8 T25N R112W, 14 T25N 5112W, T25N R112W, 5, 7, 8, T25N 5112W, 3, 4, 6, 7, T25N 5112W, LEASE NUMBER: LESSOR: LESSEE: LEASE DATE: RECORDED: FONTENELLE UNIT NEW (491312 -002) (999999 -U43) FONTENEULE UNIT OLD (491312 -001) (999999 -043) W3'- 000000 000150 -000 BUREAU OF LAND MANAGEMENT CARL E JENKINS 08/01/1964 BOOK PAGE 000 000 WY- 000000 000151 -000 BUREAU OF LAND MANAGEMENT SAMUEL MANDEL 03/01/1965 BOOK PAGE WY- 000000 000152 -000 BUREAU OF LAND MANAGEMENT ETTA MANDEL 02/01/1966 BOOK PAGE WY- 000000 000153 -000 BUREAU OF LAND MANAGEMENT B J BRADSHAW 04/01/1966 BOOK PAGE WYOMING LINCOLN SEC.4, BEDS OF GREEN RIVER RIPARIAN TO LOTS 1 -3 SECS, BED OF GREEN RIVER RIPARIAN TO LOTS 1, SEC.5, BED OF GREEN RIVER RIPARIAN TO LOT 12 SEC.8, BEDS OF GREEN RIVER RIPARIAN TO LOT 2 SEC.17, BEDS OF GREEN RIVER RIPARIAN TO LOTS 4, SEC.20, BEDS OF GREEN RIVER RIPARIAN TO LOTS 1, 8, 11 SEC.21, BEDS OF GREEN RIVER RIPARIAN TO LOT 2 T25N R112W, SEC.28,, BEDS OF GREEN RIVER RIPARIAN TO LOTS 1, 2, 10, 11 12, 13, 14 925N R112W, SEC.29, BEDS OF GREEN RIVER RIPARIAN TO LOTS 3, 4, 5, 6, 8, 9 WY- 000000 000154 -000 BUREAU OF LAND MANAGEMENT ESTATE OP F.J. BRADSHAW 04/01/1966 BOOK PAGE ENTRY DESCRIPTION: 90255 R112W, SEC.5, S/2 SE 05513IT "A" ENTRY STATE COUNTY WYOMING LINCOLN ENTRY STATE COUNTY ENTRY STATE COUNTY WYOMING WYOMING LINCOLN LINCOLN ENTRY STATE COUNTY Page 9 of 43 STATE COUNTY WYOMING LINCOLN EXHIBIT "A" LEASE NUMBER: WY- 000000 000155 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: WILLIAM D EEWIT LEASE DATE: 09/01/1966 RECORDED: BOOK PAGE ENTRY STATE COUNTY WYOMING LINCOLN DESCRIPTION: T26N R112W, SEC.33: LOTS 1, 2, 3, 6, 7, 10, 11, SE T26N R112W, SEC.33: SE NE LEASE NUMBER: WY- 000000 000156 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: ESTATE OF RAYMOND CNORNEY LEASE DATE: 11/01/1967 RECORDED: BOOK PAGE ENTRY STATE COUNTY WYOMING LINCOLN DESCRIPTION: T26N R112W, SEC.33, BEDS OF GREEN RIVER RIPARIAN TO LOTS 1, 2, 3, 6, 7, 9, 10, 11 LEASE NUMBER: WY- 000000 000157 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: ESTATE OF RAYMOND CRORNEY LEASE DATE: 08/01/1968 RECORDED: BOOK PAGE ENTRY STATE COUNTY WYOMING LINCOLN DESCRIPTION: T026N R112W, SEC.33, LOT 9 (PTN N2 N2 SW SW) LEASE NUMBER: WY 000000 000159 000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: MILLARD A TROXELL LEASE DATE: 01/01/1971 RECORDED: BOOK PAGE ENTRY STATE COUNTY DESCRIPTION: T25N R111W, SEC.6, LOTS 1, 2, 4, 5 T25N R111W, SEC.6, S/2 NE DESCRIPTION: T26N R112W, SEC.24, LOTS 1, 2, 3, W/2 E /2, N/2 T26N R112W, SEC.25, LOTS 3, 4, W/2 E/2 T26N R112W, SEC.25, W/2 T26N R112W, SEC.27, S/2 NW, SW, W/2 SE T26N R112W, SEC.24, LOT 4 T26N R112W, SEC.25, LOTS 1, 2 T26N R112W, SEC.27, E/2 SE, N/2 NW, NE DESCRIPTION: T25N R112W, SEC.2: SW SW SW T26N R112W, SEC.34: W /2, W/2 SE T26N R112W, SEC.34: E/2 NE, NE SE T26N R112W, SEC.34: W/2 NE, SE SE Page 1 0 of 43 WYOMING LINCOLN LEASE NUMBER: WY- 000000 000160 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: EST OF GERALD T TRESNER LEASE DATE: 05/01/1971 RECORDED: BOOK PAGE ENTRY STATE COUNTY WYOMING LINCOLN LEASE NUMBER: WY- 000000- 000163 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: ROBERT A. READ LEASE DATE: 07/01/1971 'RECORDED: BOOK PAGE ENTRY STATE COUNTY WYOMING LINCOLN WYOMING LINCOLN WYOMING LINCOLN LEASE NUMBER: LESSOR: LESSEE: LEASE DATE: RECORDED: WY- 000000- 000164 -000 BUREAU OF LAND MANAGEMENT RICHARD WHEELER JR 12/01/1971 BOOK PAGE DESCRIPTION: T25N R112W, SEC.3, S/2 NE, W /2, SE T25N R112W, SEC.3, N/2 NE LEASE NUMBER: LESSOR: LESSEE: LEASE DATE: RECORDED: DESCRIPTION: T25N R112W, SEC.9, N /2, E/2 SW, SE T25N R112W, SEC.9, W/2 SW LEASE NUMBER: LESSOR: LESSEE: LEASE DATE: RECORDED: DESCRIPTION: T25N' R112W, T25N R112W, T25N R112W, LEASE NUMBER: LESSOR: LESSEE: LEASE DATE: RECORDED: LEASE NUMBER: LESSOR: LESSEE: LEASE DATE: RECORDED: LEASE NUMBER: LESSOR: LESSEE: LEASE DATE: RECORDED: LEASE NUMBER: LESSOR: LESSEE: LEASE DATE: RECORDED: WY- 000000- 000165 -000 BUREAU OF LAND MANAGEMENT NINA REINRICHS 12/01/1971 BOOK PAGE WY- 000000 000166 -000 BUREAU OF LAND MANAGEMENT H.W. STRANGE 12/01/1971 BOOK PAGE ALL N /2, SW, NW SE S/2 SE, NE SE WY- 000000 000167 -000 BUREAU OF LAND MANAGEMENT VINCENT ANTONGIOVANNI 03/01/1972 BOOK PAGE ENTRY SEC.10, SEC.11, SEC.11, DESCRIPTION: T2SN R112W, SEC.1, T25N R112W, SEC.1, T25N R112W, SEC.2, T25N R112W, SEC.2, LOTS 1, 2, 3, 4 W/2 E /2, W/2 SE NE, SE N/2 NE, SW NE WY- 000000 000168 -000 BUREAU OF LAND MANAGEMENT C. MCL. CADES 03/01/1972 BOOK PAGE ENTRY DESCRIPTION: T26N R112W, SEC.35, NW 102 499 151 207 DESCRIPTION: T026N R111W, SEC.31, SE T026N R111W, SEC. 31, NE T026N R111W, SEC.19, W/2 E/2 EXHIBIT "A" ENTRY STATE WYOMING WYOMING ENTRY STATE WYOMING ENTRY STATE WYOMING STATE WYOMING STATE WYOMING WY- 000000- 000169 -000 BUREAU OF LAND MANAGEMENT JOHN T PORT KENDRICK B. HUDSON 04/01/1972 BOOK PAGE ENTRY STATE WYOMING WY- 000000- 000170 -000 WYOMING STATE LAND AND FARM LOAN OFFICE JOAN CHORNEY 05/02/1967 BOOK PAGE ENTRY STATE Page 11 of 43 COUNTY LINCOLN LINCOLN COUNTY' LINCOLN COUNTY LINCOLN COUNTY LINCOLN COUNTY LINCOLN COUNTY •LINCOLN COUNTY WYOMING LINCOLN EXHIBIT °A" DESCRIPTION: T25N R112W, SEC.16, N/2 NE, NE NW T25N R112W, SEC.16, S2 NE, S2 NW, NW NW, S2 LEASE NUMBER: WY- 000000 000171 -001 LESSOR: BRUCE E JONES ETAL LESSEE: WILLIAM J COLMAN LEASE DATE: 05/16/1968 RECORDED: BOOK PAGE ENTRY STATE COUNTY 84 000021 WYOMING LINCOLN DESCRIPTION: T25N R112W, 88C.5, LOTS 2, 3 T26N R112W, SEC.32, N/2 SE, SW SE, LOT 1 T26N R112W, SEC.33, W/2 NW, LOTS 4, 5, 0 T26N R112W, SEC.32, NE LEASE NUMBER: WY- 000000- 000171 -002 LESSOR: CHESTER E. BUCK, ET UX LESSEE: JACK E. BLANKENSHIP LEASE DATE: 09/12/1972 RECORDED: 800K PAGE ENTRY STATE COUNTY 101 453 WYOMING LINCOLN DESCRIPTION: T25N R112W, SECS, LOTS 2, 3 THAT PTN OF LOTS 2, 3 RIPARIAN TO BED OF GREEN RIVER T26N R112W, SEC.28, S/2 SW T26N•R112W, SEC.32, LOT 1, W/2 SE T26N R112W, SEC.32, NE SE (EXCL LAND DESCD IN TR 62A) T26N R112W, SEC.33, LOTS 4, 5, 8, W/2 NW, THAT PTN OF GREEN RIVER RIPARIAN TO LOTS 4, 5, 8 LEASE NUMBER: WY- 000000 000171 -003 LESSOR: GRAYSON H JONES, ET AL LESSEE: PACIFIC TRANSMISSION SUPPLY CO LEASE DATE: 07/26/1977 RECORDED: BOOK PAGE ENTRY STATE COUNTY 140 142 WYOMING LINCOLN DESCRIPTION: T26N R112W, SEC.28, S/2 SW LEASE NUMBER: WY- 000000 000172 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: DOROTHY CHORNEY C/0 SUMMIT OIL CO LEASE DATE: 03/01/1972 RECORDED: BOOK PAGE ENTRY STATE DESCRIPTION: T25N R112W, 850.2, SW NW T26N R112W, SEC.35, 8/2 NE, NE SE T26N R112W, SEC.35, W/2 NE, SW, NW SE T25N R112W, SEC.2, N/2 NW, SE NW T26N R112W, SEC.35, S/2 SE DESCRIPTION: T26N R111W, SEC.19, LOTS 1, 2, 3 T26N R111W, SEC.19, LOT 4, E/2 W/2 .T26N R111W, 8E0.30, LOTS 1, 2, 8/2 NW, W/2 SE, W/2 NE Page 12 of 43 COUNTY WYOMING LINCOLN LEASE NUMBER: WY- 000000- 000173 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: ROBERT B. MEE LEASE DATE: 01/01/1973 RECORDED: BOOK PAGE ENTRY STATE COUNTY WYOMING LINCOLN 0004I; EXHIBIT °A• LEASE NUMBER: WY 000000 000176 000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: CARL E JENKINS BAYARD D REA LEASE DATE: 03/01/1973 RECORDED: BOOK PAGE ENTRY STATE COUNTY 0168 000271 WYOMING LINCOLN DESCRIPTION: T25N R112W, SEC.5, LOTS 1 (16.68), 6 (18.87), 7 (29.48), 8 (35.13), NE SE T25N R112W, SEC.5, LOT 12 T25N R112W, SEC :B, LOT 2 T25N R112W, SEC.20, E/2 NE, NE SE T25N R112W, SEC.21, LOT 2, SE SW, SW SE LEASE NUMBER; WY- 000000 000178 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: MALCOM F JUSTICE JR LEASE DATE: 03/01/1973 RECORDED: BOOK PAGE ENTRY STATE COUNTY WYOMING LINCOLN DESCRIPTION: T25N R111W, SEC.6, LOTS 6, 7 (W2SW), E2 SW, N2 SE, SW SE T2514 R111W, SEC.7, LOTS 3, 4 (W2SW), 8/2 SW, W/2 SE T25N R111W, SEC.6, SE SE T2514 R111W, SEC.7, E2 SE LEASE NUMBER: WY- 000000- 000227 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: CHARLES WEXALL LEASE DATE: 02/01/1959 RECORDED: BOOK PAGE ENTRY STATE COUNTY 000 000 WYOMING LINCOLN DESCRIPTION: T26N R112W, SEC.22, SE, S/2 NE, NE NE T26N R112W, SEC.23, E/2 NW, SW, SW NW, 8/2, NW NW T26N R112W, SEC.22, W/2 LEASE NUMBER: WY- 000000- 000305 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: SHIRLEY BIRDSONG LEASE DATE: 10/01/1964 RECORDED: BOOK PAGE ENTRY STATE COUNTY 000 000 WYOMING LINCOLN DESCRIPTION: T2511 R112W, SEC.12, W/2 SE T25N R112W, SEC.12, LOTS 3, 4 T25N R112W, SEC.12, NW T25N R112W, SEC.12, NE SW T25N R112W, SEC.12, W/2 SW, SE SW T2511 R112W, SEC.13, SE NW, 8/2 SW, SW SW T25N R112W, SEC.13, TATS 1, 2, W/2 NE T25N R112W, SEC.13, LOTS 3, 4, W/2 SE T25N R112W, SEC.13, NW SW T25N R112W, SEC.13, NE NW, W/2 NW LEASE NUMBER: WY 000000 000306 000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: SHIRLEY BIRDSONG LEASE DATE: 10/01/1964 RECORDED: BOOK PAGE ENTRY STATE COUNTY DESCRIPTION: T25N R112W, SEC.14, N8, NE NW, NE SE, SE SE, SW, NW, Page 13 of 43 'WYOMING LINCOLN 004'7 DESCRIPTION: SE NW, SW, W/2 SE T25N R112W, SEC.14, NW NW T25N R112W, SEC.15, 2/2, SW, NW EXHIBIT "A" LEASE NUMBER: WY- 000000- 000350 -000 LESSOR:, BUREAU OF LAND MANAGEMENT LESSEE: WILLIAM H. SHORT FRANKLIN KNOBEL LEASE DATE: 09/01/1966 RECORDED: BOOK PAGE ENTRY STATE DESCRIPTION: T26N SEC.30, LOT 4 T26N R111W, SEC.30, LOT 3, 8/2 SW COUNTY WYOMING LINCOLN WYOMING LINCOLN LEASE NUMBER: WY- 000000- 000388 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: ESTATE OF F.J. BRADSHAW LEASE DATE: 10/01/1967 RECORDED: BOOK PAGE ENTRY STATE COUNTY WYOMING LINCOLN WYOMING LINCOLN DESCRIPTION: T25N R111W, SEC.?, SE NW, LOTS 1, 2, NE NW LEASE NUMBER: WY- 000000- 000462 -000 LESSOR: WYOMING STATE LAND AND FARM LOAN OFFICE LESSEE: HAROLD FURST LEASE DATE: 07/02/1966 RECORDED: BOOK PAGE ENTRY STATE DESCRIPTION: T26N R112W, SEC.36, LOTS 1 -2, W/2 NE 126N R112W, SEC.36, LOTS 3, 4, W/2 SE T26N R112W, SEC.36, W/2 W /2, E/2 NW T26N R112W, SEC.36, NE SW T26N R112W, SEC.36, SE SW T26N R112W,'.SEC.26, EWES COUNTY WYOMING LINCOLN LEASE NUMBER: WY- 000000- 000568 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: DOROTHY CHORNEY -NON PARTNER LEASE DATE: 03/01/1972 RECORDED: BOOK PAGE ENTRY STATE COUNTY 103 395 WYOMING LINCOLN DESCRIPTION: T26N R112W, SEC.26, S/2 SE, NE SE LEASE NUMBER: WY- 000000- 000569 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: C. MCL. CADES LEASE DATE: 03/01/1972 RECORDED: BOOK PAGE ENTRY STATE COUNTY 102 497 WYOMING LINCOLN DESCRIPTION: T26N R112W, SEC.26, NE, SE NW, N/2 NW T26N R112W, SEC.26, SW NW, SW LEASE NUMBER: WY- 000000- 000632 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: EST OF GERALD T TRESNER LEASE DATE: 05/01/1971 RECORDED: BOOK PAGE ENTRY STATE COUNTY 000 000 WYOMING LINCOLN DESCRIPTION: T26N R112W, SEC.28, LOTS 5 -7, 10 (NE PTN OF SWNE, SENS, NESE,, E2SESE, E2W2SESE) Page 14 of 43 00048 EXITIRIT "A" DESCRIPTION: T26N R112W, SEC.28, LOT 1(PTN OF NWNE &NENW EAST OF GREEN RIVER), NE NE LEASE NUMBER: WY- 000000- 001661 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: C.B. WOODMAN, JR. LEASE DATE: 10/01/1965 RECORDED: BOOK PAGE ENTRY STATE COUNTY 000 000 WYOMING LINCOLN DESCRIPTION: T25N 12111W, SEC.6, LOT 3, SE NW T25N 11111W, 580.7, W/2 NE T25N R111W, SEC.7, E/2 NE LEASE NUMBER: WY 000000 001668 000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: PETROLEUM INC LEASE DATE: 06/01/1971. RECORDED: BOOK PAGE ENTRY STATE COUNTY WYOMING LINCOLN DESCRIPTION: T26N 11111W, 5E0.31, LOTS 1, 2, 3, 4, 5/2 W/2 LEASE NUMBER: WY- 000000 002044 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: GREAT WESTERN DRILLING LEASE DATE: 06/01/1972 RECORDED: BOOK PAGE ENTRY STATE COUNTY DESCRIPTION: T25N R112W, SEC.5, NW NW 000 000 WYOMING LINCOLN LEASE NUMBER: WY- 000000- 002045 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: J. C. DAVIS LEASE DATE: 05/01/1978 RECORDED: BOOK PAGE ENTRY STATE• COUNTY 000 000 WYOMING LINCOLN DESCRIPTION: T26N 11112W, SEC.28, THAT PTN OF THE BED OF GREEN RIVER RIPARIAN LOTS 5,6,7,••10 LEASE NUMBER: WY- 000000 002046 -000 LESSOR: WYOMING STATE LAND AND'FARM LOAN OFFICE LESSEE: ARCH W. DEUEL LEASE DATE: 05/02/1976 RECORDED: BOOK PAGE ENTRY STATE COUNTY 000 000 WYOMING LINCOLN DESCRIPTION: T25N R112W, SEC.5, A TRACT LOCATED IN LOT 5, DEEDED TO HISTORICAL LANDMARK COMM. OF WYOMING LEASE NUMBER: WY- 000000 002047 -000 LESSOR: LINCOLN COUNTY, WYOMING LESSEE: ARCH W. DEUEL LEASE DATE: 02/27/1976 RECORDED: BOOK PAGE ENTRY STATE COUNTY 00123 00000649 WYOMING LINCOLN DESCRIPTION: 125N 11112W, SEC.5, PT OF LOTS 4, 5 BEING THAT PTN IN KEMMERER -BIG PINEY WY STATE HWY ROW (12.12 ACS) LESS LAND IN TRACT 66C T26N R112W, SEC.32, PT OF SE SW BEING THAT PTN IN KEMMERER -BIG PINEY WY STATE HWY ROW (6.00 ACS) PTN OF W/2 SE 200' WIDE (ROW) FOR PTN OF KEMMERER -BIG PINEY WY STATE HWY LEASE NUMBER: WY- 000000- 002048 -000 LESSOR: JULIUS E LOUMA, ETUX LESSEE: JACK E. BLANKENSHIP LEASE DATE: 09/13/1972 RECORDED; BOOK PAGE ENTRY STATE COUNTY 102 199 WYOMING LINCOLN Page 15 of 43 fi OO49 EXHIBIT "A" DESCRIPTION: T25N R112W, SBC.5, LOTS 4, 5 BED OF GREEN RIVER RIPARIAN TO LOTS 4 (2.19 ACS) (5.48 ACS), LESS THAT PTN IN IQST84ERER -BIG PINEY WY STATE HWY ROW (12.12 ACS) BEING PT OF TRACT 66 T26N R112W, SEC.32, SE, SW, LESS THAT PTN IN KEMMERER- BIG PINEY WY STATE HWY ROW (6.00 ACS) BEING PT OF TR 66 LEASE NUMBER; WY- 000000- 002049 -001 LESSOR: EUBANKS CATTLE CO LESSEE: ARCH W. DEUEL LEASE DATE: 10/02/1972 RECORDED: BOOK PAGE ENTRY 'STATE COUNTY y 118 141 WYOMING LINCOLN DESCRIPTION: T26N R112W, SEC.28, LOTS 4,8,9, NE SW BED OF GREEN RIVER RIPARIAN TO LOTS 4,8,9 LEASE NUMBER: WY- 000000- 002049 -002 LESSOR: ELIZABETH B HOWARD, ET AL LESSEE: JACK E. BLANKENSHIP LEASE DATE: 10/02/1972 RECORDED: BOOK PAGE ENTRY STATE COUNTY 102 495• WYOMING LINCOLN DESCRIPTION: T26N R112W, SEC.28, LOTS 4, 8, 9, NE SW BED OF GREEN RIVER RIPARIAN TO LOTS 4, 8, 9 Page 16 of 43 00x0 EXHIBIT "A" FONT FED #1 -19 (491328 -005) FONT FED #2 -19 (491326 -590) FONT FED #22 -19 (491328 -007) FONT FED #23 -19 (491328 -008) FONT FED. #3 -19 (491326 -591) FONT FED #4 -19 (491328 -006) FONT FEDERAL 14 -19 (431312 -009) FONTENELLE FED 42 -19 (491312 -022) FONTENELLE FEDERAL #21 -19 (491326 -401) FONTENELLE FEDERAL 22 -19 (491312 -017) FONTENELLE FEDERAL 23 -19 (491312 -018)• FONTENELLE FEDERAL 31 -19 (491312 -020) FONTENELLE FEDERAL 34 -19 (491312 -021) LEASE NUMBER; WY- 000000 000161 -000 LESSOR: BUREAU OF MANAGEMENT LESSEE: WILLIAM H SHORT JR LEASE DATE: 06/01/1971 RECORDED:. BOOK PAGE ENTRY STATE COUNTY 176 340 WYOMING' LINCOLN DESCRIPTION: T2SN 11111W, SEC.19, LOTS 3,4, E /2SW, SE T25N R111W, SEC.20, 9E, 9W, 9/2 Page 17 of 43 110 0 1 EXHIBIT "A" FONT FED #4 -20 (491329 -009) FONT FEDERAL 14 -20 (491312 -007) FONT FEDERAL 21 -20 (491312 -006) FONT FEDERAL 34 -20 (491312 -00S) FONTENULLE FEDERAL 12 -20 (491312 -015) FONTENELLE FEDERAL 13 -20 (491312 -016) FONTENELLE FEDERAL 23 -20 (491312 -019) LEASE NUMBER: WY- 000000 000161 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: WILLIAM E SHORT JR LEASE DATE: 06/01/1971 RECORDED: BOOK PAGE ENTRY STATE COUNTY 176 340 WYOMING LINCOLN DESCRIPTION: T25N R111W, 5E0.19, LOTS 3,4, E /2SW, SE T25N R111W, SEC.20, SE, SW, S/2 Page 18 of 43 LEASE NUMBER: WY- 000000 000165 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: NINA EEINRICHS LEASE DATE: 12/01/1971 RECORDED: BOOK PAGE ENTRY STATE COUNTY DESCRIPTION: T25N R112W, SEC.9, N /2, E /2SW T25N R112W, SEC.9, SE T2SN R112W, SEC.9, W /26W E76tIBIT "A" FONT FED #13 -9 (491328 -002) Page 19 of 43 WYOMING LINCOLN 0053 EXHIBIT "A" PONT FED *13 -24 (491328 -018) FONT FED #42 -24 (491328 -019) FONTENELLE FED 44 -24 (491312 -012) LEASE NUMBER: WY- 000000 000160 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: EST OP GERALD T TRESNER LEASE DATE: 05/01/1971 RECORDED: BOOK PAGE ENTRY STATE COUNTY DESCRIPTION: T26N R112W, SEC.24, LOTS 1,2,3, T26N R112W, SEC.24, W /2E /2,W/2 T26N R112W, SEC.25, LOTS 3,4, W /2E/2 T26N R11ZW, SEC.25, W/2 T26N R112W, SEC.27, S /2NNW, SW, T26N R112W, SEC.27, W /2SE T26N R112W, SEC.24, LOT 4 T26N R112W, SEC.25, LOTS 1,2 T26N R112W, SEC.27, E /2SE, N /2NW, T26N R112W, SEC.27, NE Page 20 of 43 WYOMING LINCOLN 103 395 LEASE NUMBER: WY- 000000- 000568 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: DOROTHY CHORNEY -NON PARTNER LEASE DATE: 03/01/1972 RECORDED: BOOK PAGE ENTRY STATE COUNTY DESCRIPTION: T26N R112W, SEC.26, S /2SE,NESE T26N R112W, SEC.26, NWSE EXHIBIT "A" FONT FED #14 -26 (491328 -014) Page 21 of 43 WYOMING LINCOLN OO55 LEASE NUMBER: WY- 000000- 001668 -000 LESSOR: BUREAU' OF LAND MANAGEMENT LESSEE: PETROLEUM INC LEASE DATE: 06/01/1971 RECORDED: BOOK PAGE ENTRY STATE COUNTY DESCRIPTION: T26N R111W, SEC.31, LOTS 1,2 T26N R111W, SEC.31, LOTS 3,4,E/2W/2 EXHIBIT °A" FONT FED #14 -31 (491326 -593) Page 22 of 43 WYOMING LINCOLN LEASE NUMBER: WY- 000000 000462 -000 LESSOR: WYOMING STATE LAND AND FARM LOAN OFFICE LESSEE: BAROLD FURST LEASE DATE: 07/02/1966 RECORDED: BOOR PAGE ENTRY STATE DESCRIPTION: T26N R112W, SEC.36, LOTS 1 -2, W /2NE T26N R112W,, SEC.36, LOTS 3,4,W /2SE T26N R112W, SEC.36, W /2W /2,E /2NW, T26N R112W, SEC.36, NESW T26N R112W, SEC.36, SESW EXHIBIT "A" FONT FED. #24 -36 (491328 -020) Page 23 of 43 COUNTY WYOMING LINCOLN 0 r6 DESCRIPTION: T25N R112W, SEC.1, LOTS 1,2,3,4, T25N R112W, SEC.1, W/2E/2, W/2 T25N R112W, SEC.2, SENE,SE T25N R112W, SEC.2, N /2NE,SWNE EXHIBIT "A" FONT FED #32 -2 (491328 -001) LEASE NUMBER: WY- 000000 000167 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: VINCENT ANTONGIOVANNI LEASE DATE: 03/01/1972 RECORDED: BOOK PAGE ENTRY STATE COUNTY Page 24 of 43 WYOMING LINCOLN EXHIBIT "A" FONT FED #32 (491328 -015) FONT FED #42 -22 (491328 -021) FONT FED UNIT #41 -22 (491326 -589) FONT FED #11 -233 (491328 -010) FONT FED #13 -23 (491328 -016) FONT FED #14 -23 (491328 -011) FONT FED #21 -23 (491328 -017) FONT FED #23 -23 (491326 -399) FONT FED #32 -23 (491328 -012) PONT FED #34 -23 (491328 -013) FONT FED #41 -23 (491326 -592) LEASE NUMBER: WY- 000000- 000227 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: CHARLES WEXALL LEASE DATE: 02/01/1959 RECORDED: BOOK PAGE ENTRY STATE COUNTY 000 000 WYOMING LINCOLN DESCRIPTION: T26N R112W, SEC.22, SE, S /2NE, NENE T26N R112W, SEC.23, E /2NW, SW T26N R112W, SEC.23, SWNW T26N R112W, SEC.23, E/2 T26N R112W, SEC.23, NWNW T26N R112W, SEC.23, NWNW T26N R112W, SEC.22, W/2 Page 25 of 43 0059 EXHIBIT "A" FONT FED #42 -33 (491326 -594) LEASE NUMBER: WY- 000000- 000155 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: WILLIAM D HEWIT LEASE DATE: 09/01/1966 RECORDED: BOOR PAGE ENTRY STATE COUNTY WYOMING LINCOLN DESCRIPTION: T26N R112W, SEC.33; LOTS 1,2,3,6,7,10,11, SE T26N R112W, SEC.33: SENE Page 26 of 43 0 0 6 FONTENELLE FEDERAL #14 -12 (491326 -400) FONT FEDERAL 13 -12 (491312 -005) LEASE NUMBER: WY- 000000- 000305 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: SHIRLEY BIRDSONG LEASE DATE: 10/01/1964 RECORDED: BOOK PAGE ENTRY 000 DESCRIPTION: T25N R112W, SEC.13, T25N R112W, SEC.13, T25N R112W, SEC.12, T25N R112W, SEC.13, T25N R112W, SEC.13, T25N R112W, SEC.12, T25N R112W, SEC.13, .T25N R112W, SEC.12, T25N R112W, SEC.12, T25N R112W, SEC.12, T25N R112W, SEC.12, T25N R112W, SEC.13, 000 EXHIBIT "A" SENW: E /2SW, SWSW W /2SE LOTS 1,2, W /2NE LOTS 3,4, W /2SE LOTS 3,4 NWSW LOTS 1,2, W /2NE, NW NESW W /2SW, SESW NENW, W /2NW STATE WYOMING Page 27 of 43 COUNTY LINCOLN iUO6 LEASE NUMBER: WY- 000000 000306 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: SHIRLEY BIRDSONG LEASE DATE: 10/01/1964 RECORDED: BOOK PAGE ENTRY STATE COUNTY DESCRIPTION: T25N R112W, SEC.14, NE,NENW,NESE T25N R112W, SEC.14, SESE T25N R112W, SEC.14, 'SWNW, SENW, SW, T25N R112W, SEC.14, W /2SE T25N R112W, SEC.15, E /2, SW T25N R112W, SEC.15, NW T25N R112W, SEC.14, NWNW EXHIBIT "A" FONTENELLE FEDERAL 11 -15 (491312 -013) f FONT FED' FF23 -14 (491329 -uuJF FONT FED #41 -14E (491328 -004) FONT FEDERAL 34 -14 (491312 -004) Page 28 of 43 WYOMING LINCOLN EXHIBIT "A" PONTENF.LLE FEDERAL 43 -11 (491312 -014) LEASE NUMBER: WY- 000000 000166 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE:. E.W. STRANGE LEASE DATE: 12/01/1971 .RECORDED: BOOK PAGE ENTRY STATE COUNTY DESCRIPTION: T25N R112W, SEC.1, ALL T25N R112W, SEC.1, ALL T25N R112W, SEC.11, N /2,SW,NWSE T25N R112W, SEC.11, S /2SE,NESE Page 29 of 43 WYOMING LINCOLN k; V 0 3 LEASE NOI4BER: LESSOR: LESSEE: LEASE DATE: RECORDED: DESCRIPTION: T26N R112W, T26N R112W, T26N R112W, T26N R112W, T26N R112W, T26N R112W, T26N R112W, T26N R112W, T26N R112W, EXHIBIT w, FONTENBLLE STATE 33 -36 (491326 -341) WY- 000000- 000462 -000 WYOMING STATE LAND AND FARM LOAN OFFICE HAROLD FURST 07/02/1966 BOOR PAGE ENTRY STATE SEC.36, LOTS 1 -2, W /2NB SEC.36, LOTS 3,4,W /2SE SEC.36, W /2W/2,8/2NW, SEC.36, NESE. SEC.36, LOTS 3,4,W/2SE, SEC.36, W /2W /2,E /2NW, SEC.36, NESW SEC.36, SESW SEC.36, SESW WYOMING Page 30 of 43 COUNTY LINCOLN 0006 I G EXHIBIT "A" HELLWIG #30 -8 (491326 -364) LEASE NUMBER: WY- 000000 000334 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: ARDEN R BOLAND LEASE DATE: 01/01/1966 RECORDED: BOOK PAGE ENTRY STATE COUNTY 000 000 WYOMING LINCOLN' DESCRIPTION: T20N R112W, SEC.8: SW /4 NW /4 Page 31 of 43 EXEI/BIT "A" RELLWIG FED #31 -8 (491326 -194) LEASE NUMBER: WY- 000000- 000334 -000 LESSOR: BUREAU OE LAND MANAGEMENT LESSEE: ARDEN R BOLAND LEASE DATE: 01/01/1966 RECORDED: BOOR PAGE ENTRY STATE COUNTY 000 000 WYOMING LINCOLN DESCRIPTION: T20N R112W, SEC.B: ,SW /4 NW /4 Page 32 of 43 00 EXHIBIT "A" LAWLER FEDERAL 1 30,2 30,3 30 (491326 171) LAWLER FEDERAL 4 30 (491326 23S) LEASE NUMBER: WY- 000000- 000346 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: F.G. GRIGSBY, TRUST FRB CASPER, TRUSTEE LEASE DATE: 07/01/1966 RECORDED: BOOK PAGE ENTRY STATE DESCRIPTION: T19N R112W, SEC.30: SENW Page 33 of 43 COUNTY WYOMING LINCOLN EXHIBIT "A" ROCKY CROSSING• #1 -24 (491326 -412) LEASE NUMBER: WY- 000000- 000296 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: SARAH M. IDEEN LEASE DATE: 11/01/1963 RECORDED: BOOK PAGE ENTRY STATE COUNTY 000 000 WYOMING LINCOLN DESCRIPTION: T19N R113W, SEC.12, SW, S /2SE, T19N R113W, SEC.12, NWSE, S /2NW T19N R113W, SEC.12, NWNW T19N R113W, SEC.24, ALL Page 34 of 43 ioot8 EXHIBIT "Al SBUTE CREEK UNIT (999999 -U85) LEASE NUMBER: WY- 000000- 000775 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: UNKNOWN LEASE DATE: 01/01/1966 RECORDED: BOOK PAGE ENTRY STATE COUNTY 000 000 WYOMING LINCOLN DESCRIPTION: T23N R112W, SEC.33: W /2NW, SW, SWSE LEASE NUMBER: WY- 000000 000776 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: UNKNOWN LEASE DATE: 01/01/1966 RECORDED: BOOK PAGE ENTRY STATE COUNTY 000, 000 WYOMING LINCOLN DESCRIPTION: T22N R112W, SEC.2: SENE, NESE T22N R112W, SEC.3: LOT 8 SWNW, NWSW T22N R112W, SEC.4: LOTS 5 -8 S /2N/2 N /2S/2 Page 35 of 43 .0069 EXHIBIT ^A^ SHUTE CREEK UNIT 13 -04 (491326 -691) LEASE NUMBER: WY- 000000 000776 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: UNKNOWN LEASE DATE: 01/01/1966 RECORDED: BOOK PAGE ENTRY STATE COUNTY 000 000 WYOMING LINCOLN DESCRIPTION: T22N R112W, SEC.2: SENE, NESE T22N R112W, SEC.3: LOT 8 SWNW, NWSW T22N R112W, SEC.4: LOTS 5 -8 S /2N/2 N /2S/2 Page 36 of 43 00 "7 0 LEASE NUMBER: WY- 491323- 000471 -000 LESSOR: WYOMING STATE LAND AND FARM LOAN OFFICE LESSEE: MARY ELLEN WINN LEASE DATE: 10/02/1967 RECORDED: BOOK PAGE ENTRY STATE DESCRIPTION: T21N R112W, SEC.16: ALL T21N R112W, SEC.36: S /2NE, NWNE, NW T21N R112W, SEC.36: NENE. ERRIBIT °A" UPRC 229 AMOCO B (491326 -145) Page 37 of 43 COUNTY WYOMING LINCOLN o0 7 1- EXHIBIT °A" USA BANNON #2 (491326 -211) LEASE NUMBER: WY- 000000 000296 -000 LESSOR: 80REAU OF LAND MANAGEMENT LESSEE: SARAH M. IDEEN LEASE DATE: 11/01/1963 RECORDED: BOOK PAGE ENTRY STATE COUNTY 000 000 WYOMING LINCOLN DESCRIPTION: T19N R113W, SEC.12, SW, S/255, T19N R113W, SEC.12, NWSE, S /2NW T19N R113W, SEC.12, NWNW T19N R113W, SEC.24, ALL Page 38 of 43 6 0072 EXHIBIT "A" WHISKEY BUTTES UNIT (491323 -001) (999999 -093) WHISKEY BUTTES #116 (491323 -010) SEVEN MILE WASH FED 30 -18 (491326 -632) SEVEN MILE WASH FED 20 -18 (491326 -631) UV FEDERAL 1 -8 (491326 -252) UPRC 290 AMOCO UNIT B (491326 -214) LEASE NUMBER: WY- 000000- 000442 -00D LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: DONNA V HELLWIG LEASE DATE: 04/01/1973 RECORDED: BOOK PAGE ENTRY STATE COUNTY 000 000 WYOMING LINCOLN DESCRIPTION: T2ON R112W, SEC.4, S/2 NW /4 SW /4 T2ON R112W, SEC.8, 8/2 LEASE NUMBER: WY- 490020 002505 -001 LESSOR: BUREAU OP LAND MANAGEMENT W- 0309532 LESSER: ASKO, INC. LEASE DATE: 07/01/1964 RECORDED: BOOK PAGE ENTRY STATE COUNTY 118 509 WYOMING LINCOLN DESCRIPTION: T21N R111W, SEC.6: LOTS 8 -14; S/2 NE /4; SE /4 NW /4; E/2 SW /4; N/2 SE /4; SW /4 SE /4 LEASE NUMBER: WY- 491323- 000302 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: F.G. GRIGSBY, TRUST FEB- CASPER, TRUSTEE LEASE DATE: •09/01/1964 RECORDED: BOOK PAGE ENTRY STATE DESCRIPTION: T219 R112W, SEC.32: N /2, NE /4 SW /4 DESCRIPTION: T21N R112W, SEC.16: T21N R112W, SEC.36: T21N R112W, SEC.36: ALL S/2 NE /4, NW /4 NE /4, NW /4 NE /4 NE /4 Page 39 of 43 COUNTY WYOMING LINCOLN LEASE NUMBER: WY- 491323- 000471 -000 LESSOR: WYOMING STATE LAND AND FARM LOAN OFFICE LESSEE: MARY ELLEN WINN LEASE DATE: 10'/02/1967 RECORDED: BOOK PAGE ENTRY STATE COUNTY WYOMING LINCOLN EXHIBIT "A" WILSON RANCH FEDERAL 12 -2 (491324 -011) WILSON RANCH FEDERAL #12 -4 (491326 -659) LEASE NUMBER: WY- 000000 000296 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: SARAH M. IDEEN LEASE DATE: 11/01/1963 RECORDED: BOOK PAGE ENTRY STATE COUNTY 000 000 WYOMING LINCOLN DESCRIPTION: T19N R113W, SEC.12, SW, S /2SE, T19N R113W, SEC.12, NESE, S /2NW T19N R113W, SEC.12, NWNW T19N R113W, SEC.24, ALL LEASE NUMBER: WY- 000000- 001212 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: SARAH M. IDEEN LEASE DATE: 11/01/1963 RECORDED: BOOK PAGE ENTRY STATE COUNTY DESCRIPTION: T19N R113W, SEC.12, NE, NENW, NESE Page 40 of 43 WYOMING LINCOLN t 007 WILSON RANCH UNIT (999999 -U21) LEASE NUMBER: WY- 000000 001212 -000 LESSOR': BUREAU OF LAND MANAGEMENT LESSEE: SARAH M. IDEEN LEASE DATE: 11/01/1963 RECORDED: BOOK PAGE ENTRY STATE COUNTY DESCRIPTION: T19N R113W, SEC.12, NE, NBNW, NESE LEASE NUMBER: WY- 000000 001213 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: MARGARET P. PARTRIDGE LEASE DATE: 01/01/1964 RECORDED: BOOK PAGE ENTRY STATE COUNTY DESCRIPTION: T2ON R112W, SEC.30, MERIDIAN: LOT 4 E /2SB, SBNE LEASE NUMBER: WY- 000000- 001678 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: MARGARET P. PARTRIDGE LEASE DATE: 01/01/1964 RECORDED: BOOK PAGE ENTRY STATE COUNTY DESCRIPTION: T2ON R112W, SEC.30, MERIDIAN: LOT 3 DESCRIPTION: T2ON R112W, SEC.30, MERIDIAN: SESW EXHIBIT "A" 000 000 WYOMING LINCOLN LEASE NUMBER: WY- 000000- 001679 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: JAMES F LACOY MILDRED H LACOY,.TRSTES, LACOY FAMILY TR LEASE DATE: 04/01/1965 RECORDED: BOOK PAGE ENTRY STATE COUNTY Page 41 of 43 'WYOMING LINCOLN WYOMING LINCOLN WYOMING LINCOLN EXHIBIT "A" ZIEGLERS WASH #11 -30 (491326 -413) LEASE NUMBER: WY- 000000- 000320 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: JAMES P LACOY MILDRED H LACOY, TRSTES, LACOY FAMILY TR LEASE DATE: 04/01/1965 RECORDED: BOOK PAGE ENTRY STATE COUNTY DESCRIPTION: T2ON R112W, SEC.30, W /25/2, E /2NW, NESW T2ON- R113W, SEC 26, E/2 WYOMING LINCOLN LEASE NUMBER: WY- 000000- 000741 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: MARGARET P. PARTRIDGE LEASE DATE: 01/01/1964 RECORDED: BOOK PAGE ENTRY STATE COUNTY 000 000 WYOMING LINCOLN DESCRIPTION: T2ON R112W, SEC.30, MERIDIAN: LOTS 1, 2 LEASE NUMBER: WY- 000000 001213 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: MARGARET P. PARTRIDGE LEASE DATE: 01/01/1964 RECORDED: BOOK PAGE ENTRY STATE COUNTY 000 000 WYOMING LINCOLN DESCRIPTION: T2ON R112W, SEC.30, MERIDIAN: LOT 4 E /2SE, SENE LEASE NUMBER: WY- 000000 001678 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: MARGARET P. PARTRIDGE LEASE DATE: 01/01/1964 RECORDED: BOOK PAGE ENTRY STATE COUNTY DESCRIPTION: T2ON R112W, SEC -30, MERIDIAN: LOT 3 DESCRIPTION: T2ON R112W, SEC.30, MERIDIAN: SESW Page 42 of 43 WYOMING LINCOLN LEASE NUMBER: WY- 000000- 001679 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: JAMES F LACOY MILDRED H LACOY, TRSTES, LACOY FAMILY TR LEASE DATE: 04/01/1965 RECORDED: BOOK PAGE ENTRY STATE COUNTY WYOMING LINCOLN 100 EXHIBIT "A ZIEGLER'S WASH #1 -30 (DAKOTA) (FRONTIER) (491325 -001) LEASE NUMBER: WY- 000000 000320 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: JAMES F LACOY MILDRED R LACOY, TASTES, LACOY FAMILY TR LEASE DATE: 04/01/1965 RECORDED: BOOK PAGE ENTRY STATE COUNTY WYOMING LINCOLN DESCRIPTION: T2ON R112W, SEC.30, W /2E/2, E /2NW, NESW SUBJ TO COMM AGMT DATED 1 -25 -1991. T2ON- R113W, SEC 26, E/2 SUBJECT TO THE REYNARD UNIT AGREEMENT EFFECTIVE 4 -21 -1997. LEASE NUMBER: WY- 000000- 000741 -000 LESSOR: BUREAU OF LAND MANAGEMENT LESSEE: MARGARET P. PARTRIDGE LEASE DATE: 01/01/1964 RECORDED: BOOK PAGE ENTRY STATE COUNTY 000 000 WYOMING LINCOLN DESCRIPTION: T2ON R112W, SEC.3, LOTS 1, 2 (SUBJ T2ON R112W, SEC.3, TO COMM AGMT) Page 43 of 43 ci 0 0 'T1