Loading...
HomeMy WebLinkAbout978862#4627865 978862 10/16/2014 2:41 PM LINCOLN COUNTY FEES: $246.00 PAGE 1 OF 77 BOOK: 841 PAGE: 345 MISCELLANEOUS JEANNE WAGNER LINCOLN COUNTY CLERK 1111 II 1I III II II II 11 111 I III IIIII 111 II I III 1 1111 1 II Execution Version THIRD AMENDED AND RESTATED MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT, FIXTURE FILING AND. ASSIGNMENT OF PRODUCTION THIS INSTRUMENT CONTAINS AFTER ACQUIRED PROPERTY AND FUTURE ADVANCE PROVISIONS. THIS INSTRUMENT COVERS 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 HEREIN DESCRIBED. THIS INSTRUMENT COVERS THE INTEREST OF MORTGAGOR IN FIXTURES AND AS- EXTRACTED COLLATERAL. THIS FINANCING STATEMENT IS TO BE FILED FOR RECORD, AMONG OTHER PLACES, IN THE REAL ESTATE RECORDS. PRODUCTS OF THE COLLATERAL ARE ALSO COVERED. A POWER OF SALE HAS BEEN GRANTED IN THIS INSTRUMENT. A POWER OF SALE MAY ALLOW THE MORTGAGEE TO TAKE THE COLLATERAL AND SELL IT WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY MORTGAGOR UNDER THIS INSTRUMENT FROM ABRAXAS PETROLEUM CORPORATION (Mortgagor, Debtor and Grantor) TO AND FOR THE BENEFIT OF, IN THE CASE OF NON FEDERAL COLLATERAL, SOCIETE GENERALE, AS ADMINISTRATIVE AGENT AND, IN THE CASE OF FEDERAL COLLATERAL, SOCIETE GENERALE FINANCIAL CORPORATION, AS COLLATERAL AGENT FOR THE ADMINISTRATIVE AGENT (collectively as Mortgagee, Secured Party and Grantee) June 11, 2014 For purposes of filing this Mortgage as a financing statement, Abraxas Petroleum Corporation is a corporation organized under the laws of the State of Nevada, its organizational number is C8080 -1990 and the mailing address of the Mortgagor is 18803 Meisner Drive, San Antonio, Texas 78258, Attention: Geoffrey R. King; Facsimile 210 918 -6675. The mailing address of the Wyoming Mortgagee is 1111 Bagby Street, Suite 2020, Houston, Texas 77002, Attention: Salman Patoli, Facsimile: 713 650 -0824. This instrument, prepared by Jordan Roberts, Bracewell Giuliani LLP, 711 Louisiana, South Tower Pennzoil Place, Suite 2300, Houston, Texas 77002, (713) 221 -1582, contains after acquired property provisions and covers future advances and proceeds to the fullest extent allowed by applicable law. ATTENTION RECORDING OFFICER: This instrument is a mortgage of both real and personal property and is, among other things, a Security Agreement and Financing Statement under the Uniform Commercial Code in effect in the State of Wyoming This instrument creates a lien on rights in or relating to lands of the Mortgagor which are described in Exhibit A hereto or in documents described in such Exhibit A. RECORDED DOCUMENT SHOULD BE RETURNED TO: 711 Louis: Return acknowledgment to: Capitol Services, Inc. F.O. Box 1831 Austin, TX 78767 800/345-4647 2 ite 2300 THIRD AMENDED AND RESTATED MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT, FIXTURE FILING AND ASSIGNMENT OF PRODUCTION THIS THIRD AMENDED AND RESTATED .MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT, FIXTURE FILING AND ASSIGNMENT OF PRODUCTION (this "Mortgage dated effective as of the 11 day of June 2014 (the "Effective Date is executed and delivered by ABRAXAS PETROLEUM CORPORATION, a Nevada corporation (the "Mortgagor to and in favor of, in the case of Non Federal Collateral, SOCIETE GENERALE, in its capacity as the administrative agent under the Credit Agreement (as hereinafter defined) (the "Non- Federal Collateral Mortgagee and in the case of Federal Collateral, SOCIETE GENERALE FINANCIAL CORPORATION, in its capacity as collateral agent for the Administrative Agent (the "Federal Collateral Mortgagee" and, together with the Non Federal Collateral Mortgagee, the "Mortgagee for the benefit of the Credit Parties (as hereinafter defined). The addresses of the Mortgagor and the Mortgagee appear in Section 7.12 of this Mortgage. RECITALS A. This Mortgage is executed in connection with, and pursuant to the terms of, that certain Third Amended and Restated Credit Agreement dated as of June 11, 2014 (as amended, modified, restated or supplemented from time to time, the "Credit Agreement among the Mortgagor (in such capacity, the "Borrower"), the lenders party thereto from time to time (the "Lenders and Societe Generale as administrative agent for the Lenders (the "Administrative Agent and as issuing lender (the "Issuing Lender B. The Borrower has previously entered into that certain Second Amended and Restated Credit Agreement dated as of June 30, 2011 among the Borrower, the lenders party thereto (the "Existing Lenders and Societe Generale as administrative agent (in such capacity, the "Existing Agent and as issuing lender (in such capacity, the "Existing Issuing Lender as amended by that certain letter agreement dated as of September 6, 2011, Amendment No. 2 dated as of June 29, 2012, Amendment No. 3 dated as of October 31, 2012, Amendment No. 4 dated as of April 4, 2013, and Amendment No. 5 dated as of May 9, 2013, each by and among the Borrower, the Existing Agent and the Existing Issuing Lender and the Lenders party thereto (as so amended, the "Existing Credit Agreement C. In order to secure full and punctual payment and performance of the obligations under the Existing Credit Agreement, the Mortgagor has previously executed and delivered the mortgages or deeds of trust and the supplements, amendments, and assignments thereto as described in Schedule 1 attached hereto (collectively, the "Existing Mortgage and have granted a mortgage lien and continuing security interest in and to the Collateral (as defined in the Existing Mortgage). D. The Borrower, the Existing Agent, the Existing Issuing Lender and the Existing Lenders, together with the other Lenders have agreed to amend and restate (but not extinguish) the Existing Credit Agreement by executing and entering into the Credit Agreement. 3 E. In connection with the Credit Agreement, the Borrower or any of its Subsidiaries may from time to time enter into one or more Hedge Contracts (as defined in the Credit Agreement) with a Swap Counterparty (as defined in the Credit Agreement and, together with the Mortgagee, the Lenders, the Administrative Agent, the Issuing Lender and other holders of Obligations (as defined in the Credit Agreement), collectively referred to herein as the "Credit Parties F. It is a requirement under the Credit Agreement that Mortgagor execute and deliver this Mortgage. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Mortgagor and Mortgagee (a) wish to amend the Existing Mortgage in certain respects and restate the entire Existing Mortgage as a restatement of the original grant of the Existing Mortgage as of the Effective Date and not as a novation or a new grant of mortgage, as provided herein (notwithstanding the foregoing, in the event any Liens or security interests granted by the. Existing Mortgage have been terminated, lapsed or otherwise invalidated, then this Mortgage shall be a new grant of mortgage according to the terms and provisions provided herein) and (b) hereby agree as follows: ARTICLE I Definitions 1.1 "Collateral" means the Realty Collateral, Personalty Collateral and Fixture Collateral. 1.2 "Contracts" means all contracts, agreements, operating agreements, farm -out or farm -in agreements, sharing agreements, mineral purchase agreements, contracts for the purchase, exchange, transportation, processing or sale of Hydrocarbons, rights -of -way, easements, surface leases, equipment leases, permits, franchises, licenses, pooling or unitization agreements, and unit or pooling designations and orders now or hereafter affecting any of the Oil and Gas Properties, Operating Equipment, Fixture Operating Equipment, or Hydrocarbons now or hereafter covered hereby, or which are useful or appropriate in drilling for, producing, treating, handling, storing, transporting or marketing oil, gas or other minerals produced from any of the Oil and Gas Properties, and all such contracts and agreements as they may be amended, restated, modified, substituted or supplemented from time -to -time. 1.3 "Excluded Structures" means any Building (as defined in the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulation) (together, any "Structure unless (a) a flood determination certificate covering the real property on which such Structure is located has been obtained by the Administrative Agent and (b) if such Structure is located in a Special Flood Hazard Area (as defined in the applicable Flood Insurance Regulation), such Structure is covered by flood insurance obtained by Mortgagor in an amount as required by the applicable Flood Insurance Regulation. As used herein, "Flood Insurance Regulations" shall mean (i) the National Flood 4 Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto, (iii) the National Flood Insurance Reform Act of 1994 (amending 42 USC 4001, et seq.), as the same may be amended or recodified from time to time, and (iv) the Flood Insurance Reform Act of 2004 and any regulations promulgated thereunder. 1.4 "Event of Default" shall have the meaning set forth in Article V hereof. 1.5 "Federal Collateral" means Collateral that, pursuant to the Mineral Leasing Act of 1920, 30 U.S.C. 181, et seq. and the regulations promulgated thereunder, or any other applicable law, may only be acquired or held by citizens of the United States, associations of such citizens, any corporation organized under the laws of the United States or of any state or territory thereof, or municipalities. 1.6 "Fixture Collateral" means all of the Mortgagor's right, title and interest now owned or hereafter acquired, in and to all Fixture Operating Equipment and all proceeds, products, renewals, increases, profits, substitutions, replacements, additions, amendments and accessions thereof, thereto or therefor. For purposes of this Mortgage, the Fixture Collateral shall not include the Excluded Structures. 1.7 "Fixture Operating Equipment" means any of the items described in the first sentence of the definition of "Operating Equipment" set forth below and which are incorporated into realty or structures or improvements located therein or thereon in such a manner that they no longer remain personalty but constitute fixtures under the laws of the state in which such equipment is located. 1.8 "Hydrocarbons" means oil, gas, coal seam gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate, and all other liquid and gaseous hydrocarbons produced or to be produced in conjunction therewith from a well bore and all products, by- products, and other substances derived therefrom or the processing thereof, and all other minerals and substances produced in conjunction with such substances, including sulfur, geothermal steam, water, carbon dioxide, helium, and any and all minerals, ores, or substances of value and the products and proceeds therefrom, and shall include "as- extracted" collateral as defined in the applicable Uniform Commercial Code. 1.9 "Maturity Date" has the meaning assigned such term in the Credit Agreement. 1.10 "Non- Federal Collateral" means any Collateral that is not Federal Collateral. 1.11 "Note" means the "Note" as that term is defined in the Credit Agreement. 1.12 "Obligations" means: (a) The "Obligations as that term is defined in the Credit Agreement, including all indebtedness evidenced by the Notes, whether fixed or contingent, joint or several, direct or indirect, primary or secondary, and regardless of how created or evidenced; 5 (b) All sums advanced or costs or expenses incurred by the Mortgagee or any of the other Credit Parties, which are made or incurred pursuant to, or allowed by, the terms of this Mortgage plus interest thereon from the date of the advance or incurrence until reimbursement of the Mortgagee or such Credit Party charged at the Reimbursement Rate; (c) All future advances or other value, of whatever class or for whatever purpose, at any time hereafter made or given by the Mortgagee or any of the other Credit Parties to the Mortgagor, the Borrower or any of its Subsidiaries under or pursuant to any Loan Document, whether or not the advances or value are given pursuant to a commitment, whether or not the advances or value are presently contemplated by the parties hereto, and whether or not the Mortgagor is indebted to any Credit Party at the time of such events; and (d) All renewals, extensions, modifications, amendments, rearrangements and substitutions of all or any part of the above whether or not the Mortgagor executes any agreement or instrument. Notwithstanding anything herein to the contrary, "Obligations" shall not include any "Excluded Swap Obligations as that term is defined in the Credit Agreement. 1.13 "Oil and Gas Property" or "Oil and Gas Properties" means (a) the oil and gas and /or oil, gas and mineral leases and leasehold interests, fee mineral interests, term mineral interests, participation interests, back -in or carried working interests, rights of first refusal, options, subleases, farmouts, royalties, overriding royalties, net profits interests, production payments and similar interests or estates described in Exhibit A attached hereto and made a part hereof for all purposes, including the net revenue interests represented in Exhibit A and any reversionary or carried interests relating to any of the foregoing, (b) all production units, and drilling and spacing units (and the Properties covered thereby) which may affect all or any portion of such interests including those units which may be described or referred to on Exhibit A and any units created by agreement or designation or under orders, regulations, rules or other official acts of any Federal, state or other governmental body or agency having jurisdiction, (c) the surface leases described in Exhibit A, (d) any and all non consent interests owned or held by, or otherwise benefiting, the Mortgagor and arising out of, or pursuant to, any of the Contracts, (e) any other interest in, to or relating to (i) all or any part of the land described in Exhibit A, the land relating to, or described in, the leases set forth in Exhibit A or in the documents described in Exhibit A, or (ii) any of the estates, property rights or other interests referred to above, (f) any instrument executed in amendment, correction, modification, confirmation, renewal or extension of any of the estates, property rights, or other interests referred to above, (g) any and all rights, titles and interests of the Mortgagor (which are similar in nature to any of the rights, titles and interests described in (a) through (f) above) which are located on or under or which concern any Property or Properties located in counties referenced in Exhibit A hereto or counties in which a counterpart of this Mortgage is filed of record in the real property records of such county, and (h) all tenements, hereditaments and appurtenances now existing or hereafter obtained in connection with any of the aforesaid, including any rights arising under unitization agreements, orders or other arrangements, communitization agreements, orders or other arrangements or pooling orders, agreements or other arrangements. 6 1.14 "Operating Equipment" means all surface or subsurface machinery, equipment, facilities, supplies or other Property of whatsoever kind or nature now or hereafter located on any of the Property affected by the Oil and Gas Properties which are useful for the production, treatment, storage or transportation of Hydrocarbons, including all oil wells, gas wells, water wells, injection wells, casing, tubing, rods, pumping units and engines, christmas trees, derricks, separators, gun barrels, flow lines, pipelines, tanks, gas systems (for gathering, treating and compression), water systems (for treating, disposal and injection), supplies, derricks, wells, power plants, poles, cables, wires, meters, processing plants, compressors, dehydration units, lines, transformers, starters and controllers, machine shops, tools, storage yards and equipment stored therein, buildings and camps, telegraph, telephone and other communication systems, roads, loading racks, shipping facilities and all additions, substitutes and replacements for, and accessories and attaclunents to, any of the foregoing. Operating Equipment shall not include any items incorporated into realty or structures or improvements located therein or thereon in such a manner that they no longer remain personalty under the laws of the state in which such equipment is located. 1.15 "Personalty Collateral" means all of the Mortgagor's interest now owned or hereafter acquired in and to (a) all Operating Equipment, (b) all Hydrocarbons severed and extracted from or attributable to the Oil and Gas Properties, including oil in tanks and all other "as- extracted" collateral from or attributable to the Oil and Gas. Properties, (c) all accounts (including accounts resulting from the sale of Hydrocarbons at the wellhead), contract rights and general intangibles, including all accounts, contract rights and general intangibles now or hereafter arising regardless of whether any of the foregoing is in connection with the sale or other disposition of any Hydrocarbons or otherwise, including all Liens securing the same, (d) all accounts, contract rights and general intangibles now or hereafter arising regardless of whether any of the foregoing is in connection with or resulting from any of the Contracts, including all Liens securing the same, (e) all proceeds and products of the Realty Collateral and any other contracts or agreements, (f) all information concerning the Oil and Gas Properties and all wells located thereon, including abstracts of title, title opinions, geological and geophysical information and logs, lease files, well files, and other books and records (including computerized records and data), (g) any deposit or time accounts with any Credit Party, including the Mortgagor's operating bank account and all funds and investments therein, (h) any options or rights of first refusal to acquire any Realty Collateral, and (i) all proceeds, products, renewals, increases, profits, substitutions, replacements, additions, amendments and accessions of, to or for any of the foregoing. 1.16 "Property" means any property of any kind, whether real, personal, or mixed and whether tangible or intangible. 1.17 "Realty Collateral" means all of the Mortgagor's interest now owned or hereafter acquired in and to the Oil and Gas Properties, including any access rights, water and water rights, and all unsevered and unextracted Hydrocarbons (even though the Mortgagor's interest therein may be incorrectly described in, or a description of a part or all of such interest may be omitted from, Exhibit A). For purposes of this Mortgage, the Realty Collateral shall not include the Excluded Structures. 7 1.18 "Reimbursement Rate" means a per annum rate equal to the lesser of (a) the Maximum Rate and (b) the Adjusted Reference Rate in effect from time to time plus the Applicable Margin for Reference Rate Advances in effect during an Event of Default. 1.19 "Security Termination" means such time at which each of the following events shall have occurred on or prior to such time: (a) termination of the Credit Agreement, (b) termination of all Hedge Contracts with all Swap Counterparties (other than Hedge Contracts with any Swap Counterparty with respect to which other arrangements satisfactory to such Swap Counterparty and the Borrower have been made), (c) termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Lender shall have been made), and (d) the payment in full of all outstanding Advances, Letter of Credit Obligations (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Lender shall have been made) and all other Obligations (other than contingent indemnification obligations) payable under any other Loan Document. 1.20 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. All meanings to defined terms, unless otherwise indicated, are to be equally applicable to both the singular and plural forms of the terms defined. Article, Section, Schedule, and Exhibit references are to Articles and Sections of and Schedules and Exhibits to this Mortgage, unless otherwise specified. All references to instru vents, 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 term "including" means "including, without limitation ARTICLE II Creation of Security 2.1 Conveyance and Grant of Lien. In consideration of the advances or extensions by the Credit Parties to Borrower of the funds or credit constituting the Obligations (including the making of the Advances and the issuing of the Letters of Credit), and in further consideration of the mutual covenants contained herein, Mortgagor, by this Mortgage hereby (a) REGRANTS AND REMORTGAGES to the Federal Collateral Mortgagee, and its successors and assigns, with a general warranty of title, and, to the extent not previously granted or mortgaged under the Existing Mortgages, Mortgagor does hereby GRANT AND MORTGAGE to the Federal Collateral Mortgagee with a general warranty of title, for the uses, purposes and conditions hereinafter set forth, all of its right, title and interest in and to the Federal Collateral, WITH POWER OF SALE and (b) REGRANTS AND REMORTGAGES to the Non Federal Collateral Mortgagee, and its successors and assigns, with a general warranty of title, and, to the extent not previously granted or mortgaged under the Existing Mortgages, Mortgagor does hereby GRANT AND MORTGAGE to the Non Federal Collateral Mortgagee with a general warranty of title, for the uses, purposes and conditions hereinafter set forth, all of its right, title and interest in and to 8 the Non Federal Collateral, WITH POWER OF SALE, to secure the payment of the Notes payable in full on or before the Maturity Date in addition to the other Obligations as defined in the Credit Agreement for the benefit of the Mortgagee and the ratable benefit of the Credit Parties. Notwithstanding any provision in this Mortgage to the contrary, in no event are any Excluded Structures encumbered by this Mortgage. TO HAVE AND TO HOLD the Realty Collateral, the Personalty Collateral and the Fixture Collateral unto the Mortgagee and its successors and assigns forever for the benefit of the Mortgagee on behalf of the Credit Parties, together with all and singular the rights, hereditaments and appurtenances thereto in anywise appertaining or belonging, to secure payment of the Obligations and the performance of the covenants of the Mortgagor contained in this Mortgage. The Mortgagor does hereby bind itself, its successors and permitted assigns, to warrant and forever defend all and singular the Realty Collateral, the Personalty Collateral and the Fixture Collateral unto the Mortgagee and its successors and assigns, against every Person whomsoever lawfully claiming or to claim the same, or any part thereof; provided, however, that none of the Mortgagee or the Credit Parties shall be liable in any respect for the performance of any covenant or obligation of the Mortgagor in respect of the Collateral. Any reference in Exhibit A to the name of a well shall not be construed to limit the Collateral to the well bore of such well or in the pro rata units. It is the Mortgagor's intention that this Mortgage cover the Mortgagor's entire interest in the lands, leases, units and other interests set forth in Exhibit A. 2.2 Security Interest. For the same consideration and to further secure the Obligations, the Mortgagor hereby grants to the Mortgagee for its benefit and the ratable benefit of the other Credit Parties a security interest in and to the Collateral. 2.3 Assignment of Liens and Security Interests. For the same consideration and to further secure the Obligations, the Mortgagor hereby assigns and conveys to the Mortgagee for its benefit and the benefit of the other Credit Parties any security interests held by the Mortgagor arising under the Wyoming Uniform Commercial Code- Secured Transactions (Wyo. Stat. 34.1- 9 -101 et seq., as amended from time to time) and the liens granted to the Mortgagor. 2.4 AGGREGATE UNPAID PRINCIPAL AMOUNT. THE AGGREGATE UNPAID PRINCIPAL AMOUNT OF OBLIGATIONS AND ADVANCES SECURED HEREBY OUTSTANDING AT ANY PARTICULAR TIME (AFTER HAVING GIVEN EFFECT TO ALL ADVANCED AND ALL REPAYMENTS MADE PRIOR TO SUCH TIME) SHALL NOT AGGREGATE AN UNPAID PRINCIPAL AMOUNT IN EXCESS OF FIVE HUNDRED MILLION AND NO /100 DOLLARS ($600,000,000.00). 2.5 Mineral Leasing Act. It is the specific intent of the parties hereto to fully comply with applicable law concerning Federal oil and gas leases. The parties hereto in good faith believe that a grant of a mortgage as security for the repayment of the Obligations is not the grant of an "interest" (as such term is defined and used in 43 C.F.R. 3000.0 -5(1)) in Federal oil and gas leases to the Mortgagee or any Credit Party. In the event that the grant of this Mortgage as security for the repayment of the Obligations is determined to grant such an "interest" in Federal oil and gas leases, then such grant shall be deemed to be made to, and shall inure to the benefit of, only those parties that may lawfully hold an interest in Federal oil and gas leases 9 pursuant to the Mineral Leasing Act of 1920, 30 U.S.C. 181 et seq. and the regulations promulgated thereunder, including 43 C.F.R. Subparts 3102 and 3106. ARTICLE III Proceeds from Production 3.1 Assignment of Production. (a) In order to further secure the Obligations, the Mortgagor has assigned, transferred, conveyed and delivered and does hereby assign, transfer, convey and deliver unto the Mortgagee, effective as of the Effective Date, at 7:00 a.m. Houston, Texas time, all Hydrocarbons produced from, and which are attributable to, the Mortgagor's interest, now owned or hereafter acquired, in and to the Oil and Gas Properties, or are allocated thereto pursuant to pooling, communitization or unitization orders, agreements or designations, and all proceeds therefrom. (b) Subject to the provisions of subsection (f) below, all parties producing, purchasing, taking, possessing, processing or receiving any production from the Oil and Gas Properties, or having in their possession any such production, or the proceeds therefrom, for which they or others are accountable to the Mortgagee by virtue of the provisions of this Section 3.1, are authorized and directed by the Mortgagor to treat and regard the Mortgagee as the assignee and transferee of the Mortgagor and entitled in its place and stead to receive such Hydrocarbons and the proceeds therefrom. (c) The Mortgagor directs and instructs each of such parties to pay to the Mortgagee, for its benefit and the ratable benefit of the other Credit Parties, all of the proceeds of such Hydrocarbons until such time as such party has been furnished evidence that all of the Obligations have been paid and that the Lien evidenced hereby has been released; provided, however, that until the Mortgagee shall have exercised the right to instruct such parties to deliver such Hydrocarbons and all proceeds therefrom directly to the Mortgagee, such parties shall be entitled to deliver such Hydrocarbons and all proceeds therefrom to the Mortgagor for the Mortgagor's use and enjoyment, and the Mortgagor shall be entitled to execute division orders, transfer orders and other instruments as may be required to direct all proceeds to the Mortgagor without the necessity of joinder by the Mortgagee in such division orders, transfer orders or other instruments. The Mortgagor agrees to perform all such, acts, and to execute all such further assignments, transfers and division orders, and other instruments as may be reasonably required or desired by the Mortgagee in order to have said revenues and proceeds so paid to the Mortgagee. None of such parties shall have any responsibility for the application of any such proceeds received by the Mortgagee. Subject to the provisions of subsection (f) below, the Mortgagor authorizes the Mortgagee to receive and collect all proceeds of such Hydrocarbons. (d) Subject to the provisions of subsection (f) below, in the event an Event of Default shall occur and be continuing, the Mortgagor will execute and deliver to the Mortgagee any instruments the Mortgagee may from time to time reasonably request for 10 the purpose of effectuating the assignment contained in this Section 3.1 and the payment to the Mortgagee of the proceeds assigned. (e) Neither the foregoing assignment nor the exercise by the Mortgagee of any of its rights herein shall be deemed to make the Mortgagee a "mortgagee -in- possession" or otherwise responsible or liable in any manner with respect to the Oil and Gas Properties or the use, occupancy, enjoyment or operation of all or any portion thereof, unless and until the Mortgagee, in person or by agent, assumes actual possession thereof, nor shall appointment of a receiver for the Oil and Gas Properties by any court at the request of the Mortgagee or by agreement with the Mortgagor or the entering into possession of the Oil and Gas Properties or any part thereof by such receiver be deemed to make the Mortgagee a "mortgagee -in- possession" or otherwise responsible or liable in any manner with respect to the Oil and Gas Properties or the use, occupancy, enjoyment or operation of all or any portion thereof. (f) Notwithstanding anything to the contrary contained herein, so long as no Event of Default shall have occurred and be continuing, the Mortgagor shall have the right to collect all revenues and proceeds attributable to the Hydrocarbons that accrue to the Oil and Gas Properties or the products obtained or processed therefrom (including any and all checks and drafts relating thereto), as well as any Liens and security interests securing any sales of said Hydrocarbons and to retain, use and enjoy same. (g) Subject to the provisions of Section 3.1(f) above, in the event an Event of Default shall occur and be continuing, the Mortgagee may endorse and cash any and all checks and drafts payable to the order of the Mortgagor or the Mortgagee for the account of the Mortgagor, received from or in connection with the proceeds of the Hydrocarbons affected hereby, and the same may be applied as provided herein. The Mortgagee may execute any transfer or division orders in the name of the Mortgagor or otherwise, with warranties and indemnities binding on the Mortgagor; provided that the Mortgagee shall not be held liable to the Mortgagor for, nor be required to verify the accuracy of, the Mortgagor's interests as represented therein. (h) Subject to the provisions of Section 3.1(f) above, in the event an Event of Default shall occur and be continuing, the Mortgagee shall have the right at the Mortgagee's election and in the name of the Mortgagor, or otherwise, to prosecute and defend any and all actions or legal proceedings deemed advisable by the Mortgagee in order to collect such proceeds and to protect the interests of the Mortgagee or the Mortgagor in the Collateral, with all costs, expenses and attorneys fees incurred in connection therewith being paid by the Mortgagor. In addition, should any purchaser taking production from the Oil and Gas Properties fail to pay promptly to the Mortgagee amounts due from it to the Mortgagor following the occurrence of an Event of Default and such purchaser's receipt of notice from the Mortgagee directing such payment to be made to the Mortgagee in accordance with this Article, the Mortgagee shall have the right to demand a change of connection and to designate another purchaser with whom a new connection may be made without any liability on the part of the Mortgagee in making such election, so long as ordinary care is used in the making thereof, and upon failure of the Mortgagor to consent to such change of connection, the entire amount of all the 11 Obligations may, at the option of the Mortgagee, be immediately declared to be due and payable and subject to foreclosure hereunder. (i) Without in any way limiting the effectiveness of the foregoing provisions, if the Mortgagor receives any proceeds which under this Section 3.1 are payable to the Mortgagee, the Mortgagor shall hold the same in trust and remit such proceeds, or cause them to be remitted, immediately, to the Mortgagee. 3.2 Application of Proceeds. All payments received by the Mortgagee pursuant to this Article III attributable to the interest of the Mortgagor in and to the Hydrocarbons shall be applied in the order set forth in Section 7.06 of the Credit Agreement. 3.3 Mortgagor's Payment Duties. Except as provided in Section 7.16 hereof, nothing contained herein will limit the Mortgagor's absolute duty to make payment of the Obligations regardless of whether the proceeds assigned by this Article III are sufficient to pay the same, and the receipt by the Mortgagee of proceeds from Hydrocarbons under this Mortgage will be in addition to all other security now or hereafter existing to secure payment of the Obligations. 3.4 Liability of the Mortgagee. The Mortgagee is hereby absolved from all liability for failure to enforce collection of any of such proceeds, and from all other responsibility in connection therewith except the responsibility to account to the Mortgagor for proceeds actually received by the Mortgagee. 3.5 Actions to Effect Assignment. Subject to the provisions of Section 3.1(f), the Mortgagor covenants to cause all operators, pipeline companies, production purchasers and other remitters of said proceeds to pay promptly to the Mortgagee the proceeds from such Hydrocarbons in accordance with the terms of this Mortgage, and to execute, acknowledge and deliver to said remitters such division orders, transfer orders, certificates and other documents as may be necessary, requested or proper to effect the intent of the assignment contained in this Article III; and the Mortgagee shall not be required at any time, as a condition to its right to obtain the proceeds of such Hydrocarbons, to warrant its title thereto or to make any guaranty whatsoever. In addition, the Mortgagor covenants to provide to the Mortgagee, the name and address of every such remitter of proceeds from such Hydrocarbons, together with a copy of the applicable division orders, transfer orders, sales contracts and governing instruments. All expenses incurred by the Mortgagee in the collection of said proceeds shall be repaid promptly by the Mortgagor; and prior to such repayment, such expenses shall be a part of the Obligations secured hereby. If under any existing Contracts for the sale of Hydrocarbons, other than division orders or transfer orders, any proceeds of Hydrocarbons are required to be paid by the remitter direct to the Mortgagor so that under such existing Contracts payment cannot be made of such proceeds to the Mortgagee in the absence of foreclosure, the Mortgagor's interest in all proceeds of Hydrocarbons under such existing Contracts shall, when received by the Mortgagor, constitute trust funds in the Mortgagor's hands for the benefit of the Mortgagee and shall be immediately paid over to the Mortgagee. 3.6 Power of Attorney. Without limitation upon any of the foregoing, the Mortgagor hereby designates and appoints the Mortgagee as true and lawful agent and attorney -in -fact (with 12 full power of substitution, either generally or for such periods or purposes as the Mortgagee may from time to time prescribe), with full power and authority, for and on behalf of and in the name of the Mortgagor, to execute, acknowledge and deliver all such division orders, transfer orders, certificates and other documents of every nature, with such provisions as may from time to time, in the opinion of the Mortgagee, be necessary or proper to effect the intent and purpose of the assignment contained in this Article III; and the Mortgagor shall be bound thereby as fully and effectively as if the Mortgagor had personally executed, acknowledged and delivered any of the foregoing orders, certificates or documents. The powers and authorities herein conferred on the Mortgagee may be exercised by the Mortgagee through any Person who, at the time of exercise, is the president, a senior vice president or a vice president of the Mortgagee. The power of attorney conferred by this Section 3.6 is granted for valuable consideration and coupled with an interest and is irrevocable so long as Security Termination has not occurred. Any Person dealing with the Mortgagee, or any substitute, shall be fully protected in treating the powers and authorities conferred by this Section 3.6 as continuing in full force and effect until advised by the Mortgagee that Security Termination has occurred. 3.7 Indemnification. THE MORTGAGOR AGREES TO INDEMNIFY THE MORTGAGEE, AND THE OTHER CREDIT PARTIES, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS (COLLECTIVELY, THE "INDEMNIFIED PARTIES FROM, AND DISCHARGE, RELEASE AND HOLD EACH OF THEM HARMLESS AGAINST ALL LOSSES, DAMAGES, CLAIMS, ACTIONS, LIABILITIES, JUDGMENTS, COSTS, ATTORNEYS FEES OR OTHER CHARGES OF WHATSOEVER KIND OR NATURE (HEREAFTER REFERRED TO AS "CLAIMS MADE AGAINST, IMPOSED ON, INCURRED BY OR ASSERTED AGAINST ANY OF THEM IN ANY WAY RELATING TO OR ARISING OUT OF AN ASSERTION EITHER BEFORE OR AFTER THE PAYMENT IN FULL OF THE OBLIGATIONS THAT ANY OF THE INDEMNIFIED PARTIES RECEIVED HYDROCARBONS OR PROCEEDS PURSUANT TO THIS MORTGAGE OR PURSUANT TO ANY RIGHT TO COLLECT PROCEEDS DIRECTLY FROM ACCOUNT DEBTORS WHICH ARE CLAIMED BY THIRD PERSONS. THE INDEMNIFIED PARTIES WILL HAVE THE RIGHT TO EMPLOY ATTORNEYS AND TO DEFEND AGAINST ANY SUCH CLAIMS AND UNLESS FURNISHED WITH REASONABLE INDEMNITY, THE INDEMNIFIED PARTIES WILL HAVE THE RIGHT TO PAY OR COMPROMISE AND ADJUST ALL SUCH CLAIMS. THE MORTGAGOR WILL INDEMNIFY AND PAY TO THE INDEMNIFIED PARTIES ALL SUCH AMOUNTS AS MAY BE PAID IN RESPECT THEREOF, OR AS MAY BE SUCCESSFULLY ADJUDICATED AGAINST ANY OF THE INDEMNIFIED PARTIES. THE INDEMNITY UNDER THIS SECTION BY MORTGAGOR SHALL APPLY TO CLAIMS ARISING OR INCURRED BY REASON OF ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, BUT SHALL NOT APPLY TO CLAIMS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFIED PARTY OR INDEMNIFIED PARTIES BEING INDEMNIFIED. THE LIABILITIES OF THE MORTGAGOR AS SET FORTH IN THIS SECTION 3.7 SHALL SURVIVE THE TERMINATION OF THIS MORTGAGE. 3.8 Rights Granted in this Article III. It is the specific intent of the parties hereto to fully comply with applicable law concerning Federal oil and gas leases. The parties hereto in good faith believe that a grant of an assigmnent of production in this Mortgage as security for the repayment of the Obligations is not a transfer of a payment out of production or similar interest (as used in 43 C.F.R. Subpart 3106) or the grant of an "interest" (as such term is defined and 13 14 used in 43 C.F.R 3000.0 -5(1)) in Federal oil and gas leases to the Mortgagee or any Credit Party. In the event that the assignment of production or the exercise of the rights provided by this Article III is determined to grant such an "interest" in Federal oil and gas leases, then such grant shall be deemed to be made to, and shall inure to the benefit of only those parties that may lawfully hold an interest in Federal oil and gas leases pursuant to the Mineral Leasing Act of 1920, 30 U.S.C. 181 et seq. and the regulations promulgated thereunder, including 43 C.F.R. Subparts 3102 and 3106. ARTICLE IV The Mortgagor's Representations, Warranties and Covenants 4.1 Payment of Obligations. The Mortgagor covenants that the Mortgagor shall timely pay and perform the Obligations secured by this Mortgage. 4.2 Representations and Warranties. The Mortgagor represents and warrants as follows: (a) Incorporation of Representations and Warranties from Credit Agreement. The representations and warranties applicable to the Mortgagor and to its Properties contained in Article IV of the Credit Agreement are hereby confirmed and restated, each such representation and warranty, together with all related definitions and ancillary provisions, being hereby incorporated into this Mortgage by reference as though specifically set forth in this Section. (b) Title to Collateral. The Mortgagor has good and defensible title to the Collateral free from all Liens, claims, security interests or other encumbrances except as permitted by the provisions of Section 4.4(i) below. The descriptions set forth in Exhibit A of the quantum and nature of the interests of the Mortgagor in and to the Oil and Gas Properties include the entire interests of the Mortgagor in the Oil and Gas Properties and are complete and accurate in all respects. There are no "back -in" or "reversionary" interests held by third parties which could reduce the interests of Mortgagor in the Oil and Gas Properties described in the most recently delivered Engineering Report, except for any such interests which have been taken into account in the preparation of the most recently delivered Engineering Report. No operating or other agreement to which the Mortgagor is a party or by which the Mortgagor is bound affecting any part of the Collateral requires the Mortgagor to bear any of the costs relating to the Collateral greater than the leasehold interest of the Mortgagor in such portion of the Collateral, except in the event the Mortgagor is obligated under an operating agreement to assume a portion of a defaulting party's share of costs. (c) Status of Leases, Term Mineral Interests and Contracts. All of the leases and term mineral interests in the Oil and Gas Properties are valid, subsisting and in full force and effect, and the Mortgagor has no knowledge that any default exists under any of the terms or provisions, express or implied, of any of such leases or interests or under any agreement to which the same are subject which could reasonably be expected to cause a Material Adverse Change. All of the Contracts and obligations of the Mortgagor that relate to the Oil and Gas Properties are in full force and effect and constitute legal, valid and binding obligations of the Mortgagor other than to the extent the voidance of such Contract or obligation could not reasonably be expected to cause a Material Adverse Change, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar law affecting creditors' rights generally and by general principles of equity. Neither the Mortgagor nor, to the knowledge of the Mortgagor, any other party to any Contract (i) is in breach of or default, or with the lapse of time or the giving of notice, or both, would be in breach or default, with respect to any obligations thereunder, whether express or implied, or (ii) has given or threatened to give notice of any default under or inquiry into any possible default under, or action to alter, terminate, rescind or procure a judicial reformation of, any lease in the Oil and Gas Properties or any Contract, in any event, other than for such breaches or defaults which could not reasonably be expected to cause a Material Adverse Change. (d) Production Burdens, Taxes, Expenses and Revenues. All rentals, royalties, overriding royalties, shut -in royalties and other payments due under or with respect to the Oil and Gas Properties have been properly and timely paid, except for payments held in suspense in the ordinary course of business or remitted to state agencies responsible for handling unclaimed property. All taxes have been properly and timely paid except to the extent such taxes are being contested in good faith and for which reserves in accordance with GAAP have been made as reflected in the Financial Statements. All expenses payable under the terms of the Contracts have been properly and timely paid except for such expenses being contested in good faith by appropriate proceedings, and for which reserves shall have been made therefor and except for such expenses as are being currently paid prior to delinquency in the ordinary course of business. Except for the Mortgagor's interests in certain Oil and Gas Properties, which the Mortgagor represents do not constitute a material portion (with 2% or more being deemed material) of the value of the Collateral and all other Properties of the Mortgagor securing the Obligations, all of the proceeds from the sale of Hydrocarbons produced from the Realty Collateral are being properly and timely paid to the Mortgagor by the purchasers or other remitters of production proceeds without suspense. The Mortgagor's ownership of the Hydrocarbons and the undivided interests therein as specified on attached Exhibit A will, after giving full effect to all Liens permitted hereby (including Permitted Liens) and after giving full effect to the agreements or instruments set forth on attached Exhibit A and any other instruments or agreements affecting the Mortgagor's ownership of such Hydrocarbons, afford the Mortgagor not less than those net interests (expressed as a fraction, percentage or decimal) in the production from or which is allocated to such Hydrocarbons specified as net revenue interest on attached Exhibit A and will cause the Mortgagor to bear not more than that portion (expressed as a fraction, percentage or decimal), specified as working interest on attached Exhibit A, of the costs of drilling, developing and operating the wells identified on Exhibit A. (e) Pricing. The prices being received for the production of Hydrocarbons do not violate any Contract or any law or regulation. Where applicable, all of the wells located on the Oil and Gas Properties and production of Hydrocarbons therefrom have been properly classified under appropriate governmental regulations. 15 (f) Gas Regulatory Matters. The Mortgagor has filed with the appropriate state and federal agencies all necessary rate and collection filings and all necessary applications for well determinations under the Natural Gas Act of 1938, as amended, the Natural Gas Policy Act of 1978, as amended, and the rules and regulations of the Federal Energy Regulatory Commission (the "FERC thereunder, and each such application has been approved by or is pending before the appropriate state' or federal agency. (g) Production Balances. Except as set forth below or permitted by the Credit Agreement, none of the purchasers under any production sales contracts are entitled to "make -up" or otherwise receive deliveries of Hydrocarbons at any time after the date hereof without paying at such time the full contract price therefor. Except as set forth below, no Person is entitled to receive any portion of the interest of the Mortgagor in any Hydrocarbons or to receive cash or other payments to "balance" any disproportionate allocation of Hydrocarbons under any operating agreement, gas balancing and storage agreement, gas processing or dehydration agreement, or other similar agreements. The Mortgagor believes that certain third parties may be entitled to receive "make -up" deliveries of Hydrocarbons or cash or other payments to "balance" a disproportionate allocation of Hydrocarbons produced from certain Oil and Gas Properties; provided, however, the Mortgagor represents and warrants that such deliveries or payments are not material (with 2% or more being .deemed material) in aggregate amount when compared to the value of the Collateral and all other Properties of the Mortgagor securing the Obligations. (h) Drilling Obligations. There are no obligations under any Oil and Gas Property or Contract which require the drilling of additional wells or operations to earn or to continue to hold any of the Oil and Gas Properties in force and effect, except for oil and gas leases that are still within their primary term (each of which will require drilling operations to perpetuate it beyond its primary term) and the standard provision in certain oil and gas leases that requires either production or operation s to perpetuate each respective lease after the expiration of its primary term. (i) Compliance With Laws. All wells on or attributable to the Oil and Gas Properties have been drilled, completed and operated, and all production therefrom has been accounted for and paid to the Persons entitled thereto, in compliance, in all material respects, with all applicable federal, state and local laws and applicable rules and regulations of the federal, state and local regulatory authorities having jurisdiction thereof. (j) Regulatory Filings and Compliance. All necessary and material regulatory filings have been properly made, and all regulatory (including Environmental) processes have been complied with in all material respects, in connection with the drilling, completion and operation of the wells on or attributable to the Oil and Gas Properties, and the issuance of all rights of way and other surface uses necessary for the exploration, development and transportation to and from such wells, and all other operations related thereto. 16 (k) Allowables. All production and sales of Hydrocarbons produced or sold from the Oil and Gas Properties have been made in accordance with any applicable allowables (plus permitted tolerances) imposed by any Governmental Authorities. (1) Refund Obligations. The Mortgagor has not collected any proceeds from the sale of Hydrocarbons produced from the Oil and Gas Properties which are subject to any refund obligation. (m) The Mortgagor's Address. The address of the Mortgagor's place of business, residence, chief executive office and office where the Mortgagor keeps its records concerning accounts, contract rights and general intangibles is as set forth in Section 7.12, and there has been no change in the location of Mortgagor's place of business, residence, chief executive office and office where it keeps such records and no change of Mortgagor's name during the four months immediately preceding the Effective Date. The Mortgagor hereby represents and warrants that its organizational number is C8080 -1990, the state of its formation is Nevada and the correct spelling of its name is as set forth in its signature block below. 4.3 Further Assurances. (a) The Mortgagor covenants that the Mortgagor shall execute and deliver such other and further instruments, and shall do such other and further acts as in the opinion of the Mortgagee may be necessary or desirable to carry out more effectively the purposes of this Mortgage, including without limiting the generality of the foregoing, (i) prompt correction of any defect in the execution or acknowledgment of this Mortgage, any written instrument comprising part or all of the Obligations, or any other document used in connection herewith; (ii) prompt correction of any defect which may hereafter be discovered in the title to the Collateral, which is reasonably capable of being corrected; (iii) prompt execution and delivery of all division or transfer orders or other instruments which in the Mortgagee's opinion are required to transfer to the Mortgagee, for its benefit and the ratable benefit of the other Credit Parties, the assigned proceeds from the sale of Hydrocarbons from the Oil and Gas Properties; and (iv) prompt payment when due and owing of all taxes, assessments and governmental charges imposed on this Mortgage, upon the interest of the Mortgagee, or upon the income and profits from any of the Collateral. (b) The Mortgagor covenants that the Mortgagor shall maintain and preserve the Lien and security interest herein created as an Acceptable Security Interest so long as Security Termination has not occurred. (c) Mortgagor shall immediately notify Mortgagee of any discontinuance of or change in the address of Mortgagor's place of business, residence, chief executive office or office where it keeps records concerning accounts, contract rights and general intangibles. 17 4.4 Operation of Oil and Gas Properties. As long as Security Termination has not occurred, and whether or not the Mortgagor is the operator of the Oil and Gas Properties, the Mortgagor shall (at the Mortgagor's own expense): (a) not enter into any operating agreement, contract or agreement which materially adversely affects the Collateral; (b) do all things necessary and within the reasonable control of the Mortgagor to keep, or cause to be kept, in full force and effect the Oil and Gas Properties and the Mortgagor's interests therein, except as permitted by the Credit Agreement; (c) neither abandon, forfeit, surrender, release, sell, assign, sublease, farmout or convey, nor agree to sell, assign, sublease, farmout or convey, nor mortgage or grant security interests in, nor otherwise dispose of or encumber any of the Collateral or any interest therein, except as permitted by the Credit Agreement; (d) operate the Oil and Gas Properties or, to the extent that the right of operation is vested in others, exercise its best efforts to cause the operator to operate the Oil and Gas Properties, in each case in such a manner as to cause the Collateral to be maintained, developed and protected against drainage and continuously operated for the production and marketing of Hydrocarbons in a good and workmanlike manner as a prudent operator would in accordance with (i) generally accepted practices, (ii) applicable oil and gas leases and Contracts, and (iii) all applicable Federal, state and local laws, rules and regulations; (e) promptly pay or, to the extent that the right of operation is vested in others, exercise its best efforts to cause to be paid, when due and owing (i) all rentals and royalties payable in respect of the Collateral, except for payments held in suspense in the ordinary course of business or remitted to state agencies responsible for handling unclaimed property; (ii) all expenses incurred in or arising from the operation or development of the Collateral, except for such expenses being contested in good faith by appropriate proceedings, and for which reserves shall have been made therefor and except for such expenses as are being currently paid prior to delinquency in the ordinary course of business; and (iii) all taxes, assessments and governmental charges imposed upon the Collateral, upon the income and profits from any of the Collateral, upon the Mortgagee because of its interest therein or for which the Mortgagor may be liable, except to the extent such taxes are being contested in good faith and for which reserves in accordance with GAAP have been made as reflected in the Financial Statements; and indemnify the Mortgagee from all liability in connection with any of the foregoing (except to the extent of any liability determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Mortgagee); (f) promptly take all action reasonably necessary to enforce or secure the observance or performance of any material term, covenant, agreement or condition to be observed or performed by third parties under any Contract, or any part thereof, or to exercise any of its material rights, remedies, powers and privileges under any Contract, all in accordance with the respective terms thereof, except to the extent otherwise permitted under the Credit Agreement; 18 (g) other than as otherwise permitted under the terms of the Credit Agreement, cause the Operating Equipment and the Fixture Operating Equipment to be kept in good and effective operating condition, ordinary wear and tear excepted, and cause to be made all repairs, renewals, replacements, additions and improvements thereof or thereto, necessary or appropriate in connection with the production of Hydrocarbons from the Oil and Gas Properties; (h) permit and do all things necessary or proper to enable the Mortgagee (through any of its agents and employees) to enter upon the Oil and Gas Properties during business hours and with reasonable prior notice for the purpose of investigating and inspecting the condition and operations of the Collateral in accordance with the terms of the Credit Agreement; (i) cause the Collateral to be kept free and clear of Liens of every character other than the Permitted Liens; (j) carry and maintain the insurance required by the Credit Agreement; (k) furnish to the Mortgagee, upon request, copies of any Contracts; and (1) timely and adequately perform all covenants express or implied in any Contract necessary to keep in full force and effect the Oil and Gas Properties and to maintain the Mortgagor's interest therein, other than to the extent permitted under the Credit Agreement. 4.5 Recording. The Mortgagor hereby authorizes the Mortgagee to, at the Mortgagor's own expense, record, register, deposit and file this Mortgage and every other instrument in addition or supplement hereto, including applicable financing statements, in such offices and places within the state where the Collateral is located and in the state where the Mortgagor is registered as a limited liability company or corporation (as applicable) and at such times and as often as may be necessary to preserve, protect and renew the Lien and security interest herein created as an Acceptable Security Interest on real or personal property as the case may be, and otherwise shall do and perform all matters or things necessary or expedient to be done or observed by reason of any Legal Requirement for the purpose of effectively creating, perfecting, maintaining and preserving the Lien and security interest created hereby in and on the Collateral. 4.6 Records, Statements and Reports. The Mortgagor shall keep proper books of record and account in which complete and correct entries shall be made of the Mortgagor's transactions in accordance with the method of accounting required in the Credit Agreement and shall furnish or cause to be furnished to the Mortgagee the reports required to be delivered pursuant to the terms of the Credit Agreement. 4.7 Insurance. To the extent that insurance is carried by a third -party operator on behalf of the Mortgagor, upon request by the Mortgagee, the Mortgagor shall obtain and provide the Mortgagee with copies of certificates of insurance showing the Mortgagor as a named insured. The Mortgagor hereby assigns to the Mortgagee for its benefit and the benefit of the 19 other Credit Parties any and all monies that may become payable under any such policies of insurance by reason of damage, loss or destruction of any of the Collateral and the Mortgagee may receive such monies and apply all or any part of the sums so collected, at its election, toward payment of the Obligations, whether or not such Obligations are then due and payable, in such manner as the Mortgagee may elect. Any insurance proceeds received by the Mortgagor shall be, unless otherwise notified by the Mortgagee, held in trust for the benefit of the Mortgagee, shall be segregated from other funds of the Mortgagor and shall be forthwith paid over to the Mortgagee. ARTICLE V Default 5.1 Events of Default. An Event of Default under the terms of the Credit Agreement shall constitute an "Event of Default" under this Mortgage. 5.2 Acceleration Upon Default. If an Event of Default (other than pursuant to paragraph (e) of Section 7.01 of the Credit Agreement) shall have occurred and be continuing, the Mortgagee may, or shall at the request of the Required Lenders, declare the entire unpaid principal of, and the interest accrued on, and all other amounts owed in connection with, the Obligations to be forthwith due and payable, whereupon the same shall become immediately due and payable without any protest, presentment, demand, notice of intent to accelerate, notice of acceleration or further notice of any kind, all of which are hereby expressly waived by the Mortgagor. If an Event of Default pursuant to Section 7.01(e) of the Credit Agreement shall have occurred and be continuing, the entire unpaid principal of and interest accrued on, and all other amounts owed in connection with, the Obligations, shall immediately and automatically become and be due and payable in full, without presentment, demand, protest or any notice of any kind (including, without limitation, any notice of intent to accelerate or notice of acceleration) all of which are hereby expressly waived by the Mortgagor. If an Event of Default shall have occurred and be continuing, whether or not the Mortgagee or the Required Lenders elect to accelerate as herein provided, the Mortgagee may simultaneously, or thereafter, without any further notice to the Mortgagor, exercise any other right or remedy provided in this Mortgage or otherwise existing under the Credit Agreement or any other of the Loan Documents or any other agreement, document, or instrument evidencing obligations owing from the Mortgagor to any of the Credit Parties. ARTICLE VI The Mortgagee's Rights 6.1 Rights to Realty Collateral Upon Default. (a) Operation of Property by the Mortgagee. If an Event of Default shall have occurred and be continuing, in addition to all other rights of the Mortgagee, the Mortgagee shall have the following rights and powers (but no obligation): 20 (i) To enter upon and take possession of any of the Realty Collateral and exclude the Mortgagor therefrom; (ii) To hold, use, administer, manage and operate the Realty Collateral to the extent that the Mortgagor could do so, and without any liability to the Mortgagor in connection with such operations; and (iii) To the extent that the Mortgagor could do so, to collect, receive and receipt for all Hydrocarbons produced and sold from the Realty Collateral, to make repairs, to purchase machinery and equipment, to conduct workover operations, to drill additional wells, and to exercise every power, right and privilege of the Mortgagor with respect to the Realty Collateral. The Mortgagee may designate any Person to act on its behalf in exercising the foregoing rights and powers. When and if the expenses of such operation and development (including costs of unsuccessful workover operations or additional wells) have been paid and Security Termination has occurred, the Realty Collateral shall be returned to the Mortgagor (provided there has been no foreclosure sale). (b) Judicial Proceedings.. If an Event of Default shall have occurred and be continuing, the Mortgagee, in lieu of or in addition to exercising the power of sale provided herein, may proceed by a suit or suits, in equity or at law (i) for the specific performance of any covenant or agreement herein contained or in aid of the execution of any power herein granted, (ii) for the appointment of a receiver whether there is then pending any foreclosure hereunder or the sale of the Realty Collateral, or (iii) for the enforcement of any other appropriate legal or equitable remedy; and further, in lieu of the non judicial power of sale hereafter given for Collateral located in the State of Wyoming, the Mortgagee may proceed for foreclosure or sale of the Collateral by judicial action. (c) Foreclosure by Private Power of Sale of Collateral. If an Event of Default shall have occurred and be continuing, the Mortgagee shall have the right and power to sell, as the Mortgagee may elect, all or a portion of the Collateral at one or more sales as an entirety or in parcels, in accordance with the applicable laws of the State of Wyoming, as amended from time to time (or any successor provisions of Wyoming law governing real property foreclosure sales) or with any applicable state law of the state where any of the Collateral is located. The Mortgagor hereby designates as the Mortgagor's address for the purpose of notice the address set forth in Section 7.12; provided that the Mortgagor may by written notice• to the Mortgagee designate a different address for notice purposes. Any purchaser or purchasers may be provided with a special warranty, subject to Permitted Liens, which conveyance shall be binding on the Mortgagor and the Mortgagor's successors and assigns. The Mortgagor hereby consents and agrees that, at the election of the Mortgagee, any disposition of all or part of the Realty Collateral may be made without warranty of any kind whether expressed or implied. Sale of a part of the Realty Collateral will not exhaust the power of sale, and sales may be made from time to time until all of the Realty Collateral is sold or all of the Obligations are paid in full. The Mortgagee may elect to foreclose this Mortgage by advertisement and sale, this grant being a power of sale, as provided by Wyoming Statutes, including, Wyo. Stat. Ann., 34 -4 -101 et seq., as amended from time to time. Any sale of Collateral conducted pursuant to this Mortgage 21 22 shall take place at such place or places and otherwise in such manner and upon such notices as may be required by law; or, in the absence of such requirement, as the Mortgagee may deem appropriate. (d) Certain Aspects of Sale. The Mortgagee will have the right to become the purchaser at any foreclosure sale and to credit the then outstanding balance of the Obligations against the amount payable by the Mortgagee as purchaser at such sale. Statements of fact or other recitals contained in any conveyance to any purchaser or purchasers at any sale made hereunder will conclusively establish the occurrence of an Event of Default, any acceleration of the maturity of the Obligations, the advertisement and conduct of such sale in the manner provided herein, and the truth and accuracy of all other matters stated therein. The Mortgagor does hereby ratify and confirm all legal acts that the Mortgagee may do in carrying out the Mortgagee's duties and obligations under this Mortgage, and the Mortgagor hereby irrevocably appoints the Mortgagee to be the attorney -in -fact of the Mortgagor and in the name and on behalf of the Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which the Mortgagor ought to execute and deliver and do and perform any and all such acts and things which the Mortgagor ought to do and perform under the covenants herein contained and generally to use the name of the Mortgagor in the exercise of all or any of the powers hereby conferred or conferred by law on the Mortgagee. Upon any sale, whether under the power of sale hereby given or by virtue of judicial proceedings, it shall not be necessary for the Mortgagee or any public officer acting under execution or by order of court, to have physically present or constructively in his possession any of the Collateral, and the Mortgagor hereby agrees to deliver to the purchaser or purchasers at such sale on the date of sale the Collateral purchased by such purchasers at such sale and if it should be impossible or impracticable to make actual delivery of such Collateral, then the title and right of possession to such Collateral shall pass to the purchaser or purchasers at such sale as completely as if the same had been actually present and delivered. (e) Receipt to Purchaser. Upon any sale made under the power of sale herein granted, the receipt of the Mortgagee will be sufficient discharge to the purchaser or purchasers at any sale for its purchase money, and such purchaser or purchasers, will not, after paying such purchase money and receiving such receipt of the Mortgagee, be obligated to see to the application of such purchase money or be responsible for any loss, misapplication or non- application thereof. (f) Effect of Sale. Any sale or sales of the Realty Collateral will operate to divest all right, title, interest, claim and demand whatsoever, either at law or in equity, of the Mortgagor in and to the Realty Collateral sold, and will be a perpetual bar, both at law and in equity, against the Mortgagor, the Mortgagor's successors or assigns, and against any and all Persons claiming or who shall thereafter claim all or any of the Realty Collateral sold by, through or under the Mortgagor, or the Mortgagor's successors or assigns. Nevertheless, if requested by the Mortgagee so to do, the Mortgagor shall join in the execution and delivery of all proper conveyances, assigmnents and transfers of the Property so sold. The purchaser or purchasers at the foreclosure sale will receive as incident to his, her, its or their own ownership, immediate possession of the Realty Collateral purchased and the Mortgagor agrees that if the Mortgagor retains possession of the Realty Collateral or any part thereof subsequent to such sale, the Mortgagor will be considered a tenant at sufferance of the purchaser or purchasers and will be subject to eviction and removal by any lawful means, with or without judicial intervention, and all damages by reason thereof are hereby expressly waived by the Mortgagor. (g) Application of Proceeds. The proceeds of any sale of the Realty Collateral or any part thereof, whether under the power of sale herein granted and conferred or by virtue of judicial proceedings, shall be applied as required by applicable law, or in the absence of such requirement, at the option of the Mortgagee, either applied at the time of receipt or held by the Mortgagee in the Cash Collateral Account as additional Collateral, but in either case, applied as required by applicable law, or in the absence of such requirement, applied in the order set forth in Section 7.06 of the Credit Agreement. (h) The Mortgagor's Waiver of Appraisement and Marshalling. The Mortgagor agrees, to the full extent that the Mortgagor may lawfully so agree, that the Mortgagor will not at any time insist upon or plead or in any manner whatever claim the benefit of any appraisement, valuation, stay, extension or redemption law, now or hereafter in force, in order to prevent or hinder the enforcement or foreclosure of this Mortgage, the absolute sale of the Collateral, including the Realty Collateral, or the possession thereof by any purchaser at any sale made pursuant to this Mortgage or pursuant to the decree of any court of competent jurisdiction; and the Mortgagor, for the Mortgagor and all who may claim through or under the Mortgagor, hereby waives the benefit of all such laws and, to the extent that the Mortgagor may lawfully do so under any applicable law, any and all rights to have the Collateral, including the Realty Collateral, marshaled upon any foreclosure of the Lien hereof or sold in inverse order of alienation. To the extent permitted under applicable law, the Mortgagor agrees that the Collateral, including the Realty Collateral, may be sold in part, in parcels or as an entirety as directed by the Mortgagee. 6.2 Rights to Personalty Collateral Upon Default. If an Event of Default shall have occurred and be continuing, the Mortgagee may proceed against the Personalty Collateral in accordance with the rights and remedies granted herein with respect to the Realty Collateral, and in addition, will have all rights and remedies granted by the Uniform Commercial Code as in effect in Wyoming and this Mortgage. The Mortgagee shall have the right to take possession of the Personalty Collateral, and for this purpose the Mortgagee may enter upon any premises on which any or all of the Personalty Collateral is situated and, to the extent that the Mortgagor could do so, take possession of and operate the Personalty Collateral or remove it therefrom. The Mortgagee may require the Mortgagor to assemble the Personalty Collateral and make it available to the Mortgagee at a place to be designated by the Mortgagee which is reasonably convenient to both parties. Unless the Personalty Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Mortgagee will send the Mortgagor reasonable notice of the time and place of any public sale or of the time after which any private sale or other disposition of the Personalty Collateral is to be made. This requirement of sending reasonable notice will be met if such notice is mailed, postage prepaid, to the Mortgagor at the address designated in Section 7.12 hereof (or such other address as has been designated as provided herein) at least ten days before the time of the sale or disposition. In addition to the expenses of retaking, holding, preparing for sale, selling and the like, the Mortgagee will be entitled to recover attorney's fees and legal expenses as provided for in this Mortgage and in the writings evidencing the Obligations before applying the balance of the proceeds from the sale or other disposition toward satisfaction of the Obligations. The 23 r r-- Mortgagor will remain liable for any deficiency remaining after the sale or other disposition. The Mortgagor hereby consents and agrees that any disposition of all or a part of the Collateral may be made without warranty of any kind whether expressed or implied. 6.3 Rights to Fixture Collateral Upon Default. If an Event of Default shall have occurred and be continuing, the Mortgagee may elect to treat the Fixture Collateral as either Realty Collateral or as Personalty Collateral (but not both) and proceed to exercise such rights as apply to the type of Collateral selected. 6.4 Account Debtors. The Mortgagee may, in its discretion, if an Event of Default shall have occurred and be continuing, (a) notify any account debtor on any accounts constituting Collateral to make payments directly to the Mortgagee, (b) instruct any party described in Section 3.1 (b) to deliver all Hydrocarbons assigned to the Mortgagee as described in Section 3.1 (a) and all proceeds therefrom directly to the Mortgagee, and (c) contact such account debtors and other parties directly to verify information furnished by the Mortgagor with respect to such account debtors and such accounts. The Mortgagee shall not have any obligation to preserve any rights against prior parties. 6.5 Costs and Expenses. All sums advanced or costs or expenses incurred by the Mortgagee (either by it directly or on its behalf by any receiver appointed hereunder) in protecting and enforcing its rights hereunder shall constitute a demand obligation owing by the Mortgagor to the Mortgagee as part of the Obligations and may be included as part of the amount owing from the Mortgagor to the Mortgagee at any foreclosure sale. The Mortgagor hereby agrees to repay such sums on demand plus interest thereon from the date of the advance or incurrence until reimbursement of the Mortgagee at the Reimbursement Rate. 6.6 Set Off. If an Event of Default shall have occurred and be continuing, any Credit Party shall have the right to set -off any funds of the Mortgagor in the possession of such Credit Party against any amounts then due by the Mortgagor pursuant to this Mortgage. 6.7 Federal and Tribal Transfers. Upon a sale conducted pursuant to this Article VI of all or any portion of the Realty Collateral consisting of interests (the "Federal and Tribal Interests in leases, easements, rights -of -way, agreements or other documents and instruments covering, affecting or otherwise relating to federal or tribal lands (including, without limitation, leases, easements and rights -of -way issued by the Bureau of Land Management; leases, easements and rights -of -way issued by the Bureau of Indian Affairs; and leases, easements, rights -of -way and minerals agreements with tribal governments or agencies or allottees), the Mortgagor agrees to take all action and execute all instruments necessary or advisable to transfer the Federal and Tribal Interests to the purchaser at such sale, including without limitation, to execute, acknowledge and deliver assignments of the Federal and Tribal Interests on officially approved forms in sufficient counterparts to satisfy applicable statutory and regulatory requirements, to seek and request approval thereof and to take all other action necessary or advisable in connection therewith. The Mortgagor hereby irrevocably appoints the Mortgagee as the Mortgagor's attorney -in -fact and proxy, with full power and authority in the place and stead of the Mortgagor, in the name of the Mortgagor or otherwise, to take any such action and to execute any such instruments on behalf of the Mortgagor that the Mortgagee may deem necessary or advisable to so transfer the Federal and Tribal Interests, including 24 without limitation, the power and authority to execute, acknowledge and deliver such assignments, to seek and request approval thereof and to take all other action deemed necessary or advisable by Mortgagee in connection therewith; and the Mortgagor hereby adopts, ratifies and confirms all such actions and instruments. Such power of attorney and proxy is coupled with an interest, shall survive the dissolution, termination, reorganization or other incapacity of the Mortgagor and shall be irrevocable. No such action by the Mortgagee shall constitute acknowledgment of, or assumption of liabilities relating to, the Federal and Tribal Interests, and neither the Mortgagor nor any other party may claim that the Mortgagee is bound, directly or indirectly, by any such action. 6.8 Limitations on Rights and Waivers. All rights, powers and remedies herein conferred shall be exercisable by the Mortgagee only to the extent not prohibited by applicable law; and all waivers and relinquishments of rights and similar matters shall be effective only to the extent such waivers or relinquishments are not prohibited by applicable law. ARTICLE VII Miscellaneous 7.1 Advances by the Mortgagee. Each and every covenant of the Mortgagor herein contained shall be performed and kept by the Mortgagor solely at the Mortgagor's expense. If the Mortgagor fails to perform or keep any of the covenants of whatsoever kind or nature contained in this Mortgage, the Mortgagee (either by it directly or on its behalf by any receiver appointed hereunder) may, but will not be obligated to, make advances to perform the same on the Mortgagor's behalf, and the Mortgagor hereby agrees to repay such sums and any attorneys' fees incurred in connection therewith on demand plus interest thereon from the date of the advance until reimbursement of the Mortgagee at the Reimbursement Rate. In addition, the Mortgagor hereby agrees to repay on demand any costs, expenses and attorney's fees incurred by the Mortgagee which are to be obligations of the Mortgagor pursuant to, or allowed by, the terms of this Mortgage, including such costs, expenses and attorney's fees incurred pursuant to Section 3.1(h), Section 6.5 or Section 7.2 hereof, plus interest thereon from the date of such demand by the Mortgagee until reimbursement of the Mortgagee at the Reimbursement Rate. Such amounts will be in addition to any sum of money which may, pursuant to the terms and conditions of the written instruments comprising part of the Obligations, be due and owing. No such advance will be deemed to relieve the Mortgagor from any default hereunder. 7.2 Defense of Claims. The Mortgagor shall promptly notify the Mortgagee in writing of the commencement of any legal proceedings affecting the Mortgagor's title to the Collateral or the Mortgagee's Lien or security interest in the Collateral, or any part thereof, and shall take such action, employing attorneys reasonably acceptable to the Mortgagee, as may be reasonably necessary to preserve the Mortgagor's and the Mortgagee's rights affected thereby. If the Mortgagor fails or refuses to adequately or vigorously, in the sole judgment of the Mortgagee, defend the Mortgagor's or the Mortgagee's rights to the Collateral, the Mortgagee may take such action on behalf of and in the name of the Mortgagor and at the Mortgagor's expense. Moreover, the Mortgagee may take such independent action in connection therewith as it may in its discretion deem proper, including the right to employ independent counsel and to intervene in any suit affecting the Collateral. All costs, expenses and attorneys' fees incurred by 25 26 the Mortgagee pursuant to this Section 7.2 or in connection with the defense by the Mortgagee of any claims, demands or litigation relating to the Mortgagor, the Collateral or the transactions contemplated in this Mortgage shall be paid by the Mortgagor on demand plus interest thereon from the date of the advance by the Mortgagee until reimbursement of the Mortgagee at the Reimbursement Rate. 7.3 Termination. If Security Termination has occurred and the covenants herein contained are fully perforned, then all of the Collateral will revert to the Mortgagor to the extent not otherwise transferred or sold as permitted under Legal Requirements or under this Mortgage and the entire estate, right, title and interest of the Mortgagee will thereupon cease; and the Mortgagee in such case shall, upon the request of the Mortgagor and the payment by the Mortgagor of all attorneys' fees and other expenses, deliver to the Mortgagor proper instruments acknowledging satisfaction of this Mortgage and the termination of the liens and security interests created hereby. 7.4 Renewals, Amendments and Other Security. Without notice or consent of the Mortgagor, renewals and extensions of the written instruments constituting part or all of the Obligations may be given at any time and amendments may be made to agreements relating to any part of such written instruments or the Collateral. The Mortgagee may take or hold other security from Persons other than the Mortgagor for the Obligations without notice to or consent of the Mortgagor. The acceptance of this Mortgage by the Mortgagee shall not waive or impair any other security the Mortgagee may have or hereafter acquire to secure the payment of the Obligations nor shall the taking of any such additional security waive or impair the Lien and security interests herein granted. The Mortgagee may resort first to such other security or any part thereof, or first to the security herein given or any part thereof, or from time to time to either or both, even to the partial or complete abandonment of either security, and such action will not be a waiver of any rights conferred by this Mortgage. This Mortgage may not be amended, waived or modified except in a written instrument executed by both the Mortgagor and the Non Federal Collateral Mortgagee, on behalf of itself and the Federal Collateral Mortgagee. Notwithstanding anything to the contrary in this Mortgage, the Non Federal Collateral Mortgagee may execute any amendment, waiver, release or modification to this Mortgage on behalf of the Federal Collateral Mortgagee and the execution of such amendment, waiver, release or modification to this Mortgage on behalf of the Federal Collateral Mortgagee shall be binding on the Federal Collateral Mortgagee without the need for execution by such Federal Collateral Mortgagee. 7.5 Security Agreement, Financing Statement and Fixture Filing. This Mortgage will be deemed to be and may be enforced from time to time as an assignment, chattel mortgage, contract, deed of trust, financing statement, real estate mortgage, or security agreement, and from time to time as any one or more thereof if appropriate under applicable state law. AS A FINANCING STATEMENT, THIS MORTGAGE IS INTENDED TO COVER ALL PERSONALTY COLLATERAL INCLUDING MORTGAGOR'S INTEREST IN ALL HYDROCARBONS AS AND AFTER THEY ARE EXTRACTED AND ALL ACCOUNTS ARISING FROM THE SALE THEREOF AT THE WELLHEAD. THIS MORTGAGE SHALL BE EFFECTIVE AS A FINANCING STATEMENT FILED AS A FIXTURE FILING WITH RESPECT TO FIXTURE COLLATERAL INCLUDED WITHIN THE COLLATERAL. This Mortgage shall be filed in the real estate records or other appropriate records of the county or counties in the state in which any part of the Realty Collateral and Fixture Collateral is located as well as the Uniform Commercial Code records of the Secretary of State or other appropriate office of the state in which the Mortgagor is located. At the Mortgagee's request, the Mortgagor shall deliver financing statements covering the Personalty Collateral, including all Hydrocarbons sold at the wellhead, and Fixture Collateral, which fmancing statements may be filed in the Uniform Commercial Code records or other appropriate office of the county or state in which any of the Collateral is located or in any other location permitted or required to perfect the Mortgagee's security interest under the Uniform Commercial Code. In addition, the Mortgagor hereby irrevocably authorizes the Mortgagee and any affiliate, employee or agent thereof, at any time and from time to time, to file in any Uniform Commercial Code jurisdiction any financing statement or document and amendments thereto, without the signature of the Mortgagor where permitted by law, in order to perfect or maintain the perfection of any security interest granted under this Mortgage. A photographic or other reproduction of this Mortgage shall be sufficient as a financing statement. 7.6 Unenforceable or Inapplicable Provisions. If any term, covenant, condition or provision hereof is invalid, illegal or unenforceable in any respect, the other provisions hereof will remain in full force and effect and will be liberally construed in favor of the Mortgagee in order to carry out the provisions hereof. 7.7 Rights Cumulative. Each and every right, power and remedy herein given to the Mortgagee will be cumulative and not exclusive, and each and every right, power and remedy whether specifically herein given or otherwise existing may be exercised from time to time and as often and in such order as may be deemed expedient by the Mortgagee, as the case may be, and the exercise, or the beginning of the exercise, of any such right, power or remedy will not be deemed a waiver of the right to exercise, at the same time or thereafter, any other right, power or remedy. No delay or omission by the Mortgagee in the exercise of any right, power or remedy will impair any such right, power or remedy or operate as a waiver thereof or of any other right, power or remedy then or thereafter existing. 7.8 Waiver by the Mortgagee. Any and all covenants in this Mortgage may from time to time by instrument in writing by the Mortgagee (acting upon the direction of the Required Lenders) be waived to such extent and in such manner as the Mortgagee may desire, but no such waiver will ever affect or impair the Mortgagee's rights hereunder, except to the extent specifically stated in such written instrument. 7.9 Terms. The term "Mortgagor" as used in this Mortgage will be construed as singular or plural to correspond with the number of Persons executing this Mortgage as the Mortgagor. If more than one Person executes this Mortgage as the Mortgagor, his, her, its, or their duties and liabilities under this Mortgage will be joint and several. The terms "the Mortgagee" and "Mortgagor" as used in this Mortgage include the heirs, executors or administrators, successors, representatives, receiver, trustees and assigns of those parties. Unless the context otherwise requires, terms used in this Mortgage that are defined in the Uniform Commercial Code of Wyoming are used with the meanings therein defined. 7.10 Counterparts. This Mortgage may be executed in any number of counterparts, each of which will for all purposes be deemed to be an original, and all of which are identical 27 the Mortgagor: Abraxas Petroleum Corporation 18803 Meisner Dr. San Antonio, Texas 78258 Attention: Geoffrey R. King Facsimile 210 918 -6675 the Mortgagee: Societe Generale 1111 Bagby Street, Suite 2020 Houston, Texas 77002 Attention: Salman Patoli Facsimile: 713- 650 -0824 7.14 Successors and Assigns. 28 except that, to facilitate recordation, in any particular counties counterpart portions of Exhibit A hereto which describe Properties situated in counties other than the counties in which such counterpart is to be recorded may have been omitted. 7.11 Governing Law. This Mortgage shall be governed by and construed in accordance with the laws of the State of Wyoming. 7.12 Notice. All notices required or permitted to be given by the Mortgagor or the Mortgagee shall be made in the manner set forth in the Credit Agreement and shall be addressed as follows: 7.13 Condemnation. All awards and payments heretofore and hereafter made for the taking of or injury to the Collateral or any portion thereof whether such taking or injury be done under the power of eminent domain or otherwise, are hereby assigned, and shall be paid to the Mortgagee. The Mortgagee is hereby authorized to collect and receive the proceeds of such awards and payments and to give proper receipts and acquittances therefor. The Mortgagor hereby agrees to make, execute and deliver, upon request, any and all assignments and other instruments sufficient for the purpose of confirming this assignment of the awards and payments to the Mortgagee free and clear of any encumbrances of any kind or nature whatsoever. Any such award or payment may, at the option of the Mortgagee, be retained and applied by the Mortgagee after payment of attorneys' fees, costs and expenses incurred in connection with the collection of such award or payment toward payment of all or a portion of the Obligations, whether or not the Obligations are then due and payable, or be paid over wholly or in part to the Mortgagor for the purpose of altering, restoring or rebuilding any part of the Collateral which may have been altered, damaged or destroyed as a result of any such taking, or other injury to the Collateral. (a) This Mortgage is binding upon the Mortgagor, the Mortgagor's successors and assigns, and shall inure to the benefit of and be binding upon, the Mortgagee, the Lenders, the Administrative Agent, the Issuing Lender and other holders of Obligations and each of their respective successors and assigns, and to the benefit of and be binding upon, the Swap Counterparties, and each of their respective successors and assigns but only to the extent such successor, transferee or assign of a Swap Counterparty also then qualifies as a Swap Counterparty, and the provisions hereof shall likewise be covenants running with the land. (b) Subject to clause (d) below, this Mortgage shall be transferable and negotiable, with the same force and effect and to the same extent as the Obligations may be transferable, it being understood that, upon the legal transfer or assignment by the Credit Parties (or any of them) of any of the Obligations, the legal holder of such Obligations shall have all of the rights granted to the Mortgagee for the benefit of the Credit Parties under this Mortgage. The Mortgagor specifically agrees that, to the extent permitted by applicable law, upon any transfer of all or any portion of the Obligations, this Mortgage shall secure with retroactive rank the existing Obligations of the Mortgagor to the transferee and any and all Obligations to such transferee thereafter arising. (c) The Mortgagor hereby recognizes and agrees that the Credit Parties (or any of them) may, from time to time, one or more times, transfer all or any portion of the Obligations to one or more third parties. Such transfers may include, but are not limited to, sales of participation interests in such Obligations in favor of one or more third parties. Upon any transfer of all or any portion of the Obligations and subject to clause (d) below, the Mortgagee may transfer and deliver any and /or all of the Collateral to the transferee of such Obligations and such Collateral shall secure any and all of the Obligations in favor of such a transferee then existing and thereafter arising, and after any such transfer has taken place, the Mortgagee shall be fully discharged from any and all future liability and responsibility to the Mortgagor with respect to such Collateral, and transferee thereafter shall be vested with all the powers, rights and duties with respect to such Collateral. (d) Notwithstanding anything to the contrary contained herein, including the provisions of clauses (b) and (c) above, when any Swap Counterparty assigns or otherwise transfers any interest held by it under any Hedge Contract to any other Person pursuant to the terms of such agreement, that other Person shall thereupon become vested with all the benefits held by such Credit Party under this Mortgage only if such Person also then qualifies as a Swap Counterparty. 7.15 Article and Section Headings. The article and section headings in this Mortgage are inserted for convenience of reference and shall not be considered a part of this Mortgage or used in its interpretation. 7.16 Usury Not Intended. It is the intent of the Mortgagor and the Mortgagee in the execution and performance of this Mortgage, the Credit Agreement and the other Loan Documents to contract in strict compliance with applicable usury laws governing the Obligations including such applicable usury laws of the State of New York, the State of Wyoming, if any, and the United States of America as are from time -to -time in effect. In furtherance thereof, the Mortgagee and the Mortgagor stipulate and agree that none of the terms and provisions contained in this Mortgage, the Credit Agreement or the other Loan Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the maximum non usurious rate permitted by applicable law and that for purposes hereof "interest" shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Mortgage, the Credit 29 30 Agreement and the other Loan Documents; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Obligations, include amounts which by applicable law are deemed interest which would exceed the maximum non usurious rate permitted by applicable law, then such excess shall be deemed to be a mistake and the Mortgagee shall credit the same on the principal of the Obligations (or if the Obligations shall have been paid in full, refund said excess to the Mortgagor). In the event that the maturity of the Obligations is accelerated by reason of any election of the Mortgagee resulting from an Event of Default, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the maximum non- usurious rate permitted by applicable law and excess interest, if any, provided for in this Mortgage, the Credit Agreement or other Loan Documents shall be canceled automatically as of the date of such acceleration and prepayment and, if theretofore paid, shall be credited on the Obligations or, if the Obligations shall have been paid in full, refunded to the Mortgagor. In determining whether or not the interest paid or payable under any specific contingencies exceeds the maximum non usurious rate permitted by applicable law, the Mortgagor and the Mortgagee shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal part during the period of the full stated term of the Obligations, all amounts considered to be interest under applicable law of any kind contracted for, charged, received or reserved in connection with the Obligation. 7.17 Credit Agreement. To the fullest extent possible, the terms and provisions of the Credit Agreement shall be read together with the terms and provisions of this Mortgage so that the terms and provisions of this Mortgage do not conflict with the terms and provisions of the Credit Agreement; provided, however, notwithstanding the foregoing, in the event that any of the terms or provisions of this Mortgage conflict with any terms or provisions of the Credit Agreement, the terms or provisions of the Credit Agreement shall govern and control for all purposes; provided that the inclusion in this Mortgage of terms and provisions, supplemental rights or remedies in favor of the Mortgagee not addressed in the Credit Agreement shall not be deemed to be a conflict with the Credit Agreement and all such additional terms, provisions, supplemental rights or remedies contained herein shall be given full force and effect. 7.18 Due Authorization. The Mortgagor hereby represents, warrants and covenants to the Mortgagee that (a) the obligations of the Mortgagor under this Mortgage are the valid, binding and legally enforceable obligations of the Mortgagor, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar law affecting creditors' rights generally and by general principles of equity, (b) the execution, ensealing and delivery of this Mortgage by the Mortgagor has been duly and validly authorized in all respects by the Mortgagor, and (c) the persons who are executing and delivering this Mortgage on behalf of the Mortgagor have full power, authority and legal right to so do, and to observe and perform all of the terms and conditions of this Mortgage on the Mortgagor's part to be observed or performed. 7.19 No Offsets, Etc. The Mortgagor hereby represents, warrants and covenants to the Mortgagee that there are no offsets, counterclaims or defenses at law or in equity against this Mortgage or the indebtedness secured hereby. 7.20 Amendment and Restatement; Confirmation of Liens. This Mortgage is an amendment and restatement of the Existing Mortgage and supersedes the Existing Mortgage in its entirety; provided, however, that (a) the execution and delivery of this Mortgage shall not effect a novation of the Existing Mortgage but shall be, to the fullest extent applicable, in modification, renewal, confirmation and extension of the Existing Mortgage, and (b) the Liens, security interests and other interests. in the collateral covered by the Existing Mortgage (hereinafter the "Original Collateral granted under the Existing Mortgage are and shall remain legal, valid, binding and enforceable with regard to such Original Collateral. Mortgagor hereby acknowledges and confirms the continuing existence and effectiveness of such Liens, security interests and other interests in the Original Collateral granted under the Existing Mortgage, and further agrees that the execution and delivery of this Mortgage and the other Loan Documents shall not in any way release, diminish, impair, reduce or otherwise affect such Liens, security interests and other interests in the Original Collateral granted under the Existing Mortgage. 7.21 Bankruptcy Limitation. Notwithstanding anything contained herein to the contrary, it is the intention of the Mortgagor, the Mortgagee and the other Credit Parties that the amount of the Obligations secured by the Mortgagor's interests in any of its Property shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer and other similar law, rule or regulation of any Governmental Authority applicable to the Mortgagor. Accordingly, notwithstanding anything to the contrary contained in this Mortgage in any other agreement or instrument executed in connection with the payment of any of the Obligations, the amount of the Obligations secured by the Mortgagor's interests in any of its Property pursuant to this Mortgage shall be limited to an aggregate amount equal to the largest amount that would not render the Mortgagor's obligations hereunder or the Liens and security interest granted to the Mortgagee hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable law. 7.22 DEFICIENCY JUDGMENT. THE MORTGAGEE HAS THE RIGHT TO PROCEED TO OBTAIN AND COLLECT DEFICIENCY JUDGMENT, TOGETHER WITH FORECLOSURE OF THE COLLATERAL TO THE EXTENT AVAILABLE UNDER APPLICABLE WYOMING LAW. 7.23 Effectiveness. This Mortgage shall become effective upon its execution and delivery by the Mortgagor. THIS WRITTEN AGREEMENT AND THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. [Remainder of this page intentionally left blank.] 31 EXECUTED AND DELIVERED effective as of the date first written above. MORTGAGOR: ABRAXAS PETROLEUM CORPORATION THE STATE OF TEXAS COUNTY OF BEXAR CASEY CADEN EADD Notary Pubbiic, State of Texas N:•.1 My Commission Expires il'ervoltYR;Per 06, 2016 By: Ge ffre R. King Signature Page to Mortgage (Wyoming) Chief Financial Officer This instrument was acknowledged before me on this gr day of August, 2014, by Geoffrey R. King, as Chief Financial Officer of Abraxas Petroleum Corporation, a Nevada corporation, on behalf of said corporation. otary P •1'c iri and the State of Texas f �r THE STATE OF TEXAS COUNTY OF HARRIS THERESE DESORMEAUX My Commission Expires October 3, 2017 MORTGAGEE: SOCIETE GENERALE, as Administrative Agent for the ratable benefit of the Credit Parties By: Name: Elena Robciuc Title: Managing Director This instrument was acknowledged before me on this 11 day of September, 2014, by Elena Robciuc as Managing Director of Societe Generale, a French bank, on behalf of said bank. Signature Page to Mortgage (Wyoming) �f. STATE OF NEW YORK COUNTY OF NEW YORK ber: b irimi's ioir Expires: SOCIETE GENERALE FINANCIAL CORPORATION, as Collateral Agent for the Administrative Agent Name: Powell Robinson Title: President The foregoing instrument was acknowledged before me on this 1. day of August, 2014, :by.:Powe11 Robinson, as President of Societe Generale Financial Corporation, a Delaware cbi u'iratign;'on behalf of said corporation. Notary Public in and for the State of New York Dana 'Thomas NOTARY PUBLIC, State of New York No. 01I134994538 Qualified in Westchester County Certificate filed io New York County 9 Dmmission Expires April 6, Signature Page to Mortgage (Wyoming) r0 Jurisdiction File No. Campbell County, WY APC Mortgage: File No. 895256, Bk 2276, Pg 650, filed 07/06/2007 Senior AO Mortgage: File No. 906763, Book 2337, Page 274, filed 02/19/2008 Subordinated AO Mortgage: File No. 906765, Book 2337, Page 382, filed 02/19/2008 Amended and Restated Mortgage: 933617, Book 2483, Page 224 filed 10/08/09 Second Amended and Restated Mortgage: 958815, Book 2637, Page 356 filed 07/07/2011 Carbon County, WY Senior AO Mortgage: File No. 930142, Book 1150, Page 207, filed 02/20/2008 Subordinated AO Mortgage: File No. 930144, Book 1150, Page 209, filed 02/20/2008 Amended and Restated Mortgage: 0937317, Book 1182, Page 87 filed 10/09/09 Second Amended and Restated Mortgage: 943654, Book 1209, Page 15 filed 07/08/2011 SCHEDULE 1 RECORDING SCHEDULE 1. Mortgage, Deed of Trust, Line of Credit Mortgage, Security Agreement, Assignment of Liens and Security Interests, Financing Statement, Fixture Filing and Assignment of Production from Abraxas Petroleum Corporation to Societe Generale dated June 27, 2007 "APC Mortgage 2. Mortgage, Security Agreement, Financing Statement, Fixture Filing and Assignment of Production dated as of January 31, 2008, from Abraxas Operating, LLC to Societe Generale, as Administrative Agent "Senior AO Mortgage 3. Subordinated Mortgage, Security Agreement, Financing Statement, Fixture Filing and Assignment of Production dated as of January 31, 2008, from Abraxas Operating, LLC to Societe Generale, as Administrative Agent "Subordinated AO Mortgage 4. Amended and Restated Mortgage, Security Agreement, Financing Statement, Fixture Filing and Assignment of Production from Abraxas Operating, LLC and Abraxas Petroleum Corporation to Societe Generale dated as of October 5, 2009 "Amended and Restated Mortgage 5. Second Amended and Restated Mortgage, Security Agreement, Financing Statement, Fixture Filing and Assignment of Production from Abraxas Operating, LLC and Abraxas Petroleum Corporation to Societe Generale dated as of June 30, 2011 "Second Amended and Restated Mortgage Jurisdiction File No. Converse County, WY APC Mortgage: File No. 937184, Bk 1312, Pg 279, filed 07/06/2007 Senior AO Mortgage: File No. 945262, Book 1328, Page 314, filed 02/27/2008 Subordinated AO Mortgage: File No. 945264, Book 1328, Page 432, filed 02/27/2008 Amended and Restated Mortgage: 964787, Book 1376, Page 235 filed 10/12/09 Second Amended and Restated Mortgage: 988000, Book 1426, Page 060 file d07/08/2011 Crook County, WY Senior AO Mortgage: File No. 593564, Book 469, Page 679, filed 02/20/2008 Subordinated AO Mortgage: File No. 593566, Book 469, Page 757, filed 02/20/2008 Amended and Restated Mortgage: 605605, Book 489, Page 384 filed 10/08/09 Second Amended and Restated Mortgage: 615256, Book 507, Pages 787 -830 filed 07/07/2011 Fremont County, WY Senior AO Mortgage: File No. 2008 1301094, filed 02/15/2008 Subordinated AO Mortgage: File No. 2008 130196, filed 02/15/2008 Amended and Restated Mortgage: 2009 1328388 filed 10/09/09 Second Amended and Restated Mortgage: 2011 1344837, 44 pages file 07/08/2011 Lincoln County, WY Senior AO Mortgage: File No. 937130, Book 687, Page 496, filed 02/25/2008 Subordinated AO Mortgage: File No. 937132, Book 687, Page 584, filed 02/25/2008 Amended and Restated Mortgage: 949983, Book 733, Page 617 filed 10/12/09 Second Amended and Restated Mortgage: 959978, Book 769, Page 52 filed 07/07/2012 Natrona County, WY Senior AO Mortgage: File No. 837657, filed 02/15/2008 Subordinated AO Mortgage: File No. 837659, filed 02/15/2008 Amended and Restated Mortgage: 876725 filed 10/08/09 Second Amended and Restated Mortgage: 911278 and 911279, 44 pages filed 07/07/2011 Jurisdiction File No. Niobrara County, WY APC Mortgage: File No. 395953, Bk 432, Pg 603, filed 07/09/2007 Senior AO Mortgage: File No. 398625, Book 436, Page 136, filed 02/15/2008 Subordinated AO Mortgage: File No. 398627, Book 436, Page 212, filed 02/15/2008 Amended and Restated Mortgage: 404098, Book 443, Page 403 filed 10/13/09 and 404406, Book 444, Page 58 filed 11/24/09 (Corrected Mortgage to correct a legal description on Exhibit A) Second Amended and Restated Mortgage: 409418, Book 452, Page 231 file 07/12/2011 Sweetwater County, WY Senior AO Mortgage: File No. 1526645, Book 1114, Page 1, filed 02/20/2008 Subordinated AO Mortgage: File No. 1526647, Book 1114, Page 79, filed 02/20/2008 Amended and Restated Mortgage: 1569272, Bk. 1152, Pg. 1336 filed 10/09/09 Second Amended and Restated Mortgage: 1607334, Book 1186, Page 30 filed 07/08/2011 Uinta County, WY Senior AO Mortgage: Entry No. 141689, Book 908, Page 531, filed 02/21/2008 Subordinated AO Mortgage: Entry No. 141691, Book 908, Page 609, filed 02/21/2008 Amended and Restated Mortgage: R149677, Book 941 Page 213 filed 10/08/09 Second Amended and Restated Mortgage: R156059, Book 968, Pages 68 -112 filed 07/08/2011 EXHIBIT A TO SECOND AMENDED AND RESTATED MORTGAGE, SECURITY AGREEMENT., FINANCING STATEMENT, FIXTURE FILING AND ASSIGNMENT OF PRODUCTION The designation "Working Interest" or "WI" or "GWI" when used in this Exhibit means an interest owned in an oil, gas, and mineral lease that determines the cost bearing percentage of the owner of such interest. The designation "Net Revenue Interest" or "NRI" or "NRIO" or "NRIG" means that portion of the production attributable to the owner of a working interest after deduction for all royalty burdens, overriding royalty burdens or other burdens on production, except severance, production, and other similar taxes. The designation "Overriding Royalty Interest" or "ORRI" 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. The designation "Royalty Interest" or "RI" means an interest in production which results from an ownership in the mineral fee estate or royalty estate in the relevant land 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. Each amount set forth as "Working Interest" or "WI" or "GWI" or "Net Revenue Interest" or "NRI" or "NRIO" or "NRIG" is the Mortgagor's interest after giving full effect to, among other things, all Liens permitted by the Credit Agreement and after giving full effect to the agreements or instruments set forth in this Exhibit A and any other instruments or agreements affecting the Mortgagor's ownership of the Hydrocarbons. Any reference in this Exhibit A to wells or units is for warranty of interest, administrative convenience, and identification and shall not limit or restrict the right, title, interest, or Properties covered by this Mortgage and shall not be deemed to ratify or create any rights in third parties. All right, title, and interest of the Mortgagor in the Properties described herein and in Exhibit A are and shall be subject to this Mortgage, regardless of the presence of any units or wells not described herein. The reference to book or volume and page and /or entry herein and in Exhibit A refer to the recording location of each respective Realty Collateral described herein and in Exhibit A in the county where the land covered by the Realty Collateral is located. Exhibit A Leases Third Amended and Restated Mortgage, Security Agreedment, Financing Statement, Fixture Filing and Assignment of Production PROSPECT Recording Lease Code Lessor /Lessee Lease Date Book Page Entry Land Description 729 EMPIRE PROSPECT 491035 USA WYW 32267 STANLEY W. ZYSK 491036 USA WYW 071546 GENE E. TROWBRIDGE 491151 Harriet Brothers (Surface Agmt.) 732 WILDHORSE CREEK PROSPECT 491043 USA W 039175 A JESS HARRIS 111 Campbell County, WY 1 of 5 1/1/1972 880 512 T 47N R 76W SEC 4 S/2 NW /4 OPERATING RIGHTS 3,000' TO 139' BELOW TOP OF PARKMAN FORMATION AS ENCOUNTERED AT 7,377' 3/1/1974 NOT REC T 47N R 76W SEC 4 N /2SE /4, S /2SW /4 491150 Harriet Brothers (Surface Agmt.) 11/25/1981 T 47N R 76W SEC 4 DIAMOND SHAMROCK CORPORATION W /2, N/2 NE /4 11/25/1981 T 47N R 76W SEC 4 DIAMOND SHAMROCK CORPORATION SW /4 NW /4, E/2 SW /4, (320 RODS ACROSS E /2SW /4 SW /4NW /4) 731 CLEARWATER PROSPECT 491031 USA WYW 109155 6/19/1956 T 52N R 69W SEC 19 LOT 7 (35.98 AC), LOT 8 (35.57 AC) [AKA NW /4SE /4], 9 (37.30 AC), 10 (37.71 AC) [AKA NE /4SE /4, S /2SE /4] 491144 LEROY JONES, ET UX (Surf. Agmt) 10/12/1992 T 52N R 69W SEC 19 FLYING J OIL GAS INC NW /4 SE /4 491146 CLARK L. REYNOLDS, ET UX (ROW Agmt.) 11/2/1992 T 51N R 70W SEC 1 FLYING :I OIL GAS INC ALL OF SEC. 1 FOR A ROW TO ACCESS THE CLEARWATER FEDERAL 10 -19 WELL SUR491145 State of Wy. TUP 0506 11/1/2008 T 52N R 70W SEC 36 ABRAXAS PETROLEUM CORPORATION E/2 SE /4 ACCESS RD TO PRODUCING CLEARWATER FED 10 -19 WELL LOCTD IN NW /4SE /4 OF 19- 52N -69W 5/1/1973 T 50N R 74W SEC 28: NW /4SE /4 BELOW THE BASE OF THE TONGUE RIVER MEMBER OF FORT UNION FORMATION SEC 28: SE /4SE /4, SW /4NE /4, SE /4NW /4, N /2NW /4, SEC 33: E2 Exhibit A Leases Third Amended and Restated Mortgage, Security Agreedment, Financing Statement, Fixture Filing and Assignment of Production PROSPECT Lease Code Lessor /Lessee 491128 KINGSBURY LAND INC CHACO ENERGY CO 491154 BYRON D WATSABAUGH ET AL (SURFACE LEA 7/27/1981 DIAMOND SHAMROCK CORP 491042A RUBY J ELLIOTT B K KILLION 491042B B K KILLION ET UX DIAMOND SHAMROCK CORP Campbell County, WY Recording Lease Date Book Page Entry Land Description 2/22/2005 2042 392 847889 A STRIP OF LAND 16 1/2 FT IN WIDTH OVER ACROSS FOLLOWING DESC LANDS: T5ON R74W SEC27:N /25/2 SEC28:S /2NE /4N /2S E/4 COVERING A DISTANCE OF APPROX 400.14 RODS T 50N R 74W SEC 27 NW /4SW /4 (160.0 ROD ROW) 7/12/1977 386 589 T 50N R 74W 6TH PM SEC 22: S/2SE/4 SEC 23: SW /45W/4 SURFACE 2,138 FT THE BASE OF THE TONGUE RIVER MEMBER OF THE FORT UNION FMN SEC 21: N /2SE /4, SW /4SE /4 SEC 22: NW /4SW/4, S /25W/4 SEC 23: SW /4SW /4 SEC 26: N /2NW /4 SEC 27: N /25E/4, N /2SW/4, S /2NW /4 SEC 28: N /2NE /4, SE /4NE /4, NE /4SE/4 SEC 34: NE /4NE /4, S /2NE, SE /4NW /4, E /25E BELOW 2,138 FT, THE BASE OF THE TONGUE RIVER MEMBER OF THE FORT UNION FMN SEC 27: SE /4SW /4, SW /4SE /4 SEC 34: NE /4NW /4, NW /4NE /4 ALL DEPTHS 9/27/1977 405 126 T5ON R74W 6TH PM SEC 23: SW /4SW /4 SEC 26: N /2NW /4 SEC 27: N /2S/2 SEC 28: N /2NE /4, SE /4NE /4, NE /4SE /4 BELOW 2,138 FT THE BASE OF THE TONGUE RIVER MEMBER OF THE FORT UNION FMN SEC 27: S /2NW /4, SE /4SW/4, SW /4SE/4 ALL DEPTHS 2 of 5 txnIDIL H Leases Third Amended and Restated Mortgage, Security Agreedment, Financing Statement, Fixture Filing and Assignment of Production PROSPECT Recording Lease Code Lessor /Lessee Lease Date Book Page Entry Land Description 491042C LUCILLE ELVA HOLCOMB 7/12/1977 386 585 T50N R74W 6TH PM B K KILLION SEC 21: N /2SE /4, SW /4SE /4 SEC 22: NW/45W4, S /2SW /4 SEC 23: SW /4SW /4 SEC 26: N /2NW /4 SEC 27: N /2S/2, S /2NW /4 SEC 28: SE /4NE /4, NE /4SE /4 SEC 34: SE /4NW /4, SW /4NE /4 BELOW 2,138 FT, THE BASE OF THE TONGUE RIVER MEMBER OF THE FORT UNTION FMN SEC 27: SE /4SW /4, SW /4SE /4 SEC 34: NE /4NW /4, NW /4NE /4, E /2E/2 ALL DEPTHS 491042D BYRON D WATSABAUGH JR ETUX 8/31/1977 400 365 T50N R74W 6TH PM SEC 27: N /2S/2, S /2NW /4 SEC 28: SE /4NE /4, NE /4SE /4 SEC 34: SE /4NW /4, SW /4NE /4 BELOW 2,138 FT, THE BASE OF THE TONGUE RIVER MEMBER OF THE FORT UNTION FMN SEC 27: SE /4SW /4, SW /4SE /4 SEC 34: NE /4NW /4, NW /4NE /4, E /2E/2 ALL DEPTHS 733 PORCUPINE PROSPECT 491038 USA WYW 48385 MARY FRAZIER Campbell County, WY 1/1/1975 801 359 561345 T 41N R 71W SEC 11: LOTS 9 (39.37 AC), 10 (38.99 AC), 15 (39.03 AC), 16 (39.41 AC) (156.80 ACRES) [SE] SEC 12: LOTS 1 (40.39 AC), 2 (40.60 AC), 7 (40.84 AC), 8 (40.63 AC) (162,46 ACRES) [NE] LOTS 4 (41.67 AC), 5 (43.16 AC), 6 (42.93 AC), 11 (44.90 AC), 12 (45.16 AC), 13 (45.23 AC), 14 (44.97 AC) (308.02 ACRES) [W2NW, SENW, SW] SEC 13: LOTS 1 (41.28 AC), 2 (40.92 AC), 3 (42.24 AC), 4 (42.46 AC), 5 (41.63 AC), 6 (41.42 AC), 7 (41.57 AC), 8 (41.92 AC), 9 (42.76 AC), 10 (42.77 AC), 15(43.44 AC), 16 (43.42 AC) (505.83 ACRES) [E2, NW] SEC 16: ALL 3 of 5 Exhibit A Leases Third Amended and Restated Mortgage, Security Agreedment, Financing Statement, Fixture Filing and Assignment of Production PROSPECT Recording Lease Code Lessor /Lessee Lease Date Book Page Entry Land Description 491039 STATE OF WYOMING 71 -11475 10/2/1971 820 543 T 41N R 71W SEC 16 PENNZOIL UNITED INC. ALL OF SEC. 16 491040 USA WYW 067219 4/1/1979 855 107 574985 T 41N R 71W SEC 12 DOROTHY LANGLEY LOT 3 (NE /4 NW /4 41.45 AC.) AND LIMITED IN DEPTHS FROM 3,000' TO BASE OF TURNER FORMATION 743 POWELL PROSPECT 491034A MOORE MINERAL TRUST 12/14/1974 313 460 T41N R 74W SEC 27 SKELLY OIL COMPANY NE /4 ROW491129 W I MOORE RANCH CO INC 744 FENTON CREEK PROSPECT 491097 USA WYW 061188 SAGE CREEK PROCESSORS, LLC ROADWAY EASEMENT OVER ACROSS SAID SECTIONS 491098 USA WYW 39949 PENNZOIL COMPANY Campbell County, WY 4 of 5 8/1/2000 NOT REC T 41N R 74W SEC 27, 28 29 5/1/1958 T 41N R 70W SEC 22 Lots 11 (NE /4 SW /4 40.67 Ac.), 12 (NW /4 SW /4- 40.70 Ac.), 13 (SW /4 SW /4 40.88 Ac.), 14 (SE /4 SW /4 (40.84 Ac.), AKA, SW /4 7/1/1973 T 41N R 70W SEC 26 Lots 3 (NW /4 NW /4 44.36 Ac.), 4 (NE /4 NW /4 40.23 Ac.), 5 (SW /4 NW /4 40.25 Ac.), 6 (SE /4 NW /4 40.12 Ac.) Exhibit A Wells Third Amended and Restated Mortgage, Security Agreedment, Financing Statement, Fixture Filing and Assignment of Production Prospect Well Code Well Name 729 EMPIRE PROSPECT 490515 BEAVER CREEK FED 14 -4 (SRR) 1.00000000 0.78375000 490516 BEAVER CREEK FEDERAL 12- 4(SRR) 1.00000000 0.80275000 731 CLEARWATER PROSPECT 490521 CLEARWATER FEDERAL 10 -19 0.71250000 0.55687500 732 WILDHORSE CREEK PROPECT 490519 ELLIOTT FEE 13 -27 1.00000000 0.82500000 733 PORCUPINE PROSPECT 490517 FRAZIER FEDERAL 11 -12 1.00000000 0.81906960 490757 HEDGEHOG STATE 16 -21-I 1.00000000 0.84511719 490518 HEDGEHOG STATE 1 -16 1.00000000 0.83437500 743 POWELL PROSPECT 490592 ANDERSON 1 -27 0.06233050 0.05111101 744 FENTON CREEK PROSPECT 490589 FED HAMMOND 1 -26 0.40000000 0.35000000 490590 HENDERSON 1 -35 0.03625000 Campbell County, WY 5 of 5 Current WI Current NRI Exhibit A Leases Third Amended and Restated Mortgage, Security Agreedment, Financing Statement, Fixture Filing and Assignment of Production PROSPECT Recording Lease Code Lessor /Lessee Lease Date Book Page Entry Land Description 742 SEPARATION FLATS PROSPECT 491080 USA WYW 057886 2/1/1958 T 24N R 87W SEC 8 NW /4SW /4 Carbon County, WY 491081 USA WYW 0193524 6/1/1962 T 24N R 87W JANE ROSENBERG SEC 5: SW /4SW /4 SEC 6: SE /4SW /4S /2SE /4 SEC 8: W /2NW /4 491082 UNION PACIFIC RAILROAD CO. 12/10/1963 T 24N R 87W SEC 7 AMAX PETROLEUM CORPORATION 360.0 ACRES BEING THE NE /4, E/2 NW /4, NE /4 SW /4, N/2 SE /4 1 of 2 Exhibit A Wells Third Amended and Restated Mortgage, Security Agreedment, Financing Statement, Fixture Filing and Assignment of Production Prospect Well Code Well Name 742 SEPERATIONS FLATS PROSPECT 490588 UPRR BUZZARD 7 -1 1.00000000 0.78280000 Carbon County, WY 2 of 2 Current WI Current NRI Exhibit A Leases Third Amended and Restated Mortgage, Security Agreedment, Financing Statement, Fixture Filing and Assignment of Production PROSPECT Lease Code Lessor /Lessee Recording Lease Date Book Page Entry Land Description 580 BROOKS DRAW PROSPECT 490414 USA W- 144449 4/1/1998 T 38N R 67W JAMES E. SULLIVAN SEC 4: S/2 NE /4, SW /4 NW /4, W/2 SW /4, E/2 SE /4 SEC 5: Lot 1, SE /4 NE /4, E/2 SE /4 SEC 20: NE /4 SW /4 490427 USA W- 133509 NORMA ROSE 490430 USA W- 134147 11/1/1994 1060 399 798086 T 38N R 67W SEC 9 MC MAHON BULLINGTON SEC 9: N/2 SE /4, SE /4 SE /4, N/2 SW /4 SEC 8: E/2 E /2, N/2 SW /4 SEC 5: SW /4 SE /4 SEC 28: W/2 E /2, W/2 NW /4, SE /4 NW /4, SW /4 490435 USA W- 143474 JAMES E. SULLIVAN 10/1/1994 12/1/1997 T 38N R 67W SEC 8: S/2 SW /4 SEC 21: W/2 W/2 T 38N R 67W SEC 8 SEC 8: W/2 E /2, NW /4 SEC 5: SE /4 SW /4 SEC 6: LOTS 5 -7, E/2 SW /4, W/2 SE /4, SE /4 SE /4 SEC 17: 5/2 NE /4, N/2 NW /4 SEC 18: N/2 NE /4 SEC 20: NE /4, W/2 SW /4, SE /4 SW /4, N/2 SE /4, SE /4 SE /4 SEC 29: NE /4 SEC 32: NE /4 NE /4 SEC 33: W/2 NE /4,.NW /4, NW /4 SE /4 490445 STATE OF WYOMING #98 -00613 1/2/1999 1136 548. 858751 T 38N R 67W JAMES E. SULLIVAN 640.0 acres, M /L, being all of Section 16, less and except those depths lying below the Top of the Mowry Formation and above the Top of the Dakota Formation 490446 Agnes M. Wiker Revocable Trust 1/1/2007 1303 37 932359 T 38N R 67W ABRAXAS PETROLEUM CORPORATION SEC 4: LOT 3 (40.03 acres) SEC 33: E/2 SE /4 Converse County, WY 1 of 17 Exhibit A Leases Third Amended and Restated Mortgage, Security Agreedment, Financing Statement, Fixture Filing and Assignment of Production PROSPECT Lease Code Lessor /Lessee Recording Lease Date Book Page Entry Land Description 490476 USA -WYW- 150345 6/1/2000 1161 744 865911 T 38N R 67W ABRAXAS PETROLEUM CORPORATION SEC 4: E/2 SW /4, W/2 SE /4 SEC 7: LOTS 1 -4, E/2 NW /4, E/2 SE /4 SEC 17: SE /4 SEC 20: NW /4 SEC 29: NW /4 SEC 31: 5/2 SE /4 490491 Middleton Land Co.,lnc. (Road ROW) 1/31/2001 1173 268 871144 T 38N R 67W ABRAXAS PETROLEUM CORPORATION Road Right -of -Way covering Sections 1, 2, and 9 -15, T38N -R67W 490492 Middleton Land Co. (Well Site Agmt.) 2/14/2001 1173 443 871448 T 38N R 67W ABRAXAS PETROLEUM CORPORATION Well Site and Tank Battery Agreement covering Sections 1, 2, 9 15, T38N -R67W 490498 State of Wyoming Road Use Permit #1088 6/1/2011 T 38N R 67W SEC 16 ABRAXAS PETROLEUM CORPORATION SE /4 490425A James R. Middleton, Successor Trustee 10/2/1995 1079 559 811034 T 38N R 67W SEC 9 MC MAHON BULLINGTON NE /4, SW /4 SE /4, NW /4, 5/2 SW /4 490425B Dorothy Marie Carver 9/15/1997 1113 42 837040 T 38N R 67W SEC 9 MC MAHON BULLINGTON NE /4, NW /4 490425C Iona Pauline Cauble 9/15/1997 1113 44 837041 T 38N R 67W SEC 9 MC MAHON BULLINGTON NE /4, NW /4 490425D Vernis D. Gisi 9/15/1997 1113 46 837042 T 38N R 67W SEC 9 MC MAHON BULLINGTON NE /4, NW /4 490425E Marjorie Louise Davis 9/15/1997 1113 48 837043 T 38N R 67W SEC 9 MC MAHON BULLINGTON NE /4, NW /4 490469AX James Chappell 6/19/2007 1316 683 940563 T 38N R 67W SEC 4 ABRAXAS PETROLEUM CORPORATION SEC 4: Lots 1, (39.78), 2 (39.89), and 4 (40.18), SE /4 NW /4 SEC 7: NE /4, E/2 SW /4, W/2 SE /4, SEC 28: SE /4 SE /4 SEC 33: E/2 NE /4, SW /4 SE /4, SE /4 SW /4 Converse County, WY 2 of 17 txhibit A Leases Third Amended and Restated Mortgage, Security Agreedment, Financing Statement, Fixture Filing and Assignment of Production PROSPECT Lease Code Lessor /Lessee 490765A George Lyday Alexander ABRAXAS PETROLEUM CORPORATION 490765B Cary Wayne Alexander ABRAXAS PETROLEUM CORPORATION 490765C James Chappell ABRAXAS PETROLEUM CORPORATION 490765D Helen C. Perry ABRAXAS PETROLEUM CORPORATION 490765E Merrill Lee Chappell, Helen Perry,Trstee ABRAXAS PETROLEUM CORPORATION 490765F Jerry Chappell, Helen Perry,Trustee ABRAXAS PETROLEUM CORPORATION 490765G Barbara Ramsey, Helen Perry,Trustee ABRAXAS PETROLEUM CORPORATION 490765H George Chappell, Helen Perry,Trustee ABRAXAS PETROLEUM CORPORATION 4907651 Pearl C. Hunter ABRAXAS PETROLEUM CORPORATION 490765) Pearl C. Hunter, et vir ABRAXAS PETROLEUM CORPORATION 490765K Robert Clarence Cloer ABRAXAS PETROLEUM CORPORATION 490765L Vickie Cloer Webb ABRAXAS PETROLEUM CORPORATION 490765M Kevin Andrew Cloer ABRAXAS PETROLEUM CORPORATION Recording Lease Date Book Page Entry Converse County, WY 3 of 17 Land Description 1/1/2010 1380 932 969219 T 38N R 67W SEC 21 NE /4, NW /4 SE /4, E/2 SW /4, SE /4 NW /4 1/1/2010 1380 929 969218 T 38N R 67W SEC 21 NE /4, NW /4 SE /4, E/2 SW /4, SE /4 NW /4 1/1/2010 1380 926 969217 T 38N R 67W SEC 21 NE /4, NW /4 SE /4, E/2 SW /4, SE /4 NW /4 1/1/2010 1380 923 969216 T 38N R 67W SEC 21 NE /4, NW /4 SE /4, E/2 SW /4, SE /4 NW /4 1/1/2010 1380 920 969215 T 38N R 67W SEC 21 NE /4, NW /4 SE /4, E/2 SW /4, SE /4 NW /4 1/1/2010 1380 917 969214 T 38N R 67W SEC 21 NE /4, NW /4 SE /4, E/2 SW /4, SE /4 NW /4 1/1/2010 1380 914 969213 T 38N R 67W SEC 21 NE /4, NW /4 SE /4, E/2 SW /4, SE /4 NW /4 1/1/2010 1380 911 969212 T 38N R 67W SEC 21 NE /4, NW /4 SE /4, E/2 SW /4, SE /4 NW /4 1/1/2010 1380 908 969211 T 38N R 67W SEC 21 NE /4, NW /4 SE /4, E/2 SW /4, SE /4 NW /4 1/1/2010 1380 905 969210 T 38N R 67W SEC 21 NE /4, NW /4 SE /4, E/2 SW /4, SE /4 NW /4 4/26/2010 1391 234 973775 T 38N R 67W SEC 21 NE /4, NW /4 SE /4, E/2 SW /4, SE /4 NW /4 5/13/2010 1391 240 973777 T 38N R 67W SEC 21 NE/4, NW/4 SE /4, E/2 SW /4, SE /4 NW /4 4/24/2010 1391 237 973776 T 38N R 67W SEC 21 NE /4, NW /4 SE /4, E/2 SW /4, SE /4 NW /4 Exhibit A Leases Third Amended and Restated Mortgage, Security Agreedment, Financing Statement, Fixture Filing and Assignment of Production PROSPECT Recording Lease Code Lessor /Lessee Lease Date Book Page Entry Land Description 490765N Tony Dale Cloer 1/1/2010 1391 560 974233 T 38N R 67W SEC 21 ABRAXAS PETROLEUM CORPORATION NE /4, NW /4 SE /4, E/2 SW /4, SE /4 NW /4 ROW490497 Middleton Land Co. ABRAXAS PETROLEUM CORPORATION 743 POWELL PROSPECT 491211 Robert W. Manning, et ux, et al ENSERCH EXPLORATION, INC. 491225 USA W 049862 491227 USA WYW 30232 PENNZOIL UNITED 1/22/2001 1173 521 871617 T 38N R 67W SEC 9: S/2 SEC 10: SW /4 SEC 15: W/2 10/4/1982 787 624 615170 T 38N R 74W SEC 13 5/2 NE /4, SURFACE TO 13,611' 5/1/1975 9/1/1971 491058A USA WYW 122 8/1/1966 389 268 338136 T 39N R 74W FARMERS UNION CENTRAL EXCHANGE, INC. SEC 3: SW /4SE /4, NE /4SE /4 SEC 9: SE /4NE /4 SEC 10: NW /4NE /4 491058B USA WYW 87870 8/1/1966 389 268 338136 T 39N R 74W BIG WEST OIL GAS CO. SEC4: SE /4SE /4, Lot 2 (40.64 Ac.) SEC 5: Lot 1 (40.98 Ac.), 2 (40.91 Ac), S /2NE /4 SEC 9: NE /4NE /4, SW /4NE /4, S /2NW /4 491058C USA WYW 92980 8/1/1966 389 268 T 39N R 74W CENTEX, INC. SEC 22: NW ROW491104 W I MOORE RANCH CO 8/7/1985 T 40N R 74W WOODS PETROLEUM CORPORATION SEC 17: NE /4 SEC 15: W /2W/2 Converse County, WY 4 of 17 289030 T38N R73W SEC 18: Lot 1, 2, 3, 4, NE /4NW /4, BELOW BASE OF FRONTIER SEC 7: SE /4, SURFACE TO FIRST FRONTIER BASE T4ON R74W SEC 4: S /2NW /4, SW SEC 5: S /2NE /4, NW /4SW /4, S /2SE /4 SEC 6: SE /4NW /4, E /25W /4 SEC 8: NE /4NE /4 SEC 29: SW /4 exhibit A Leases Third Amended and Restated Mortgage, Security Agreedment, Financing Statement, Fixture Filing and Assignment of Production PROSPECT Lease Code Lessor /Lessee Recording Lease Date Book Page Entry Land Description ROW491105 W I MOORE RANCH CO INC 8/7/1975 T 40N R 74W WOODS PETROLEUM CORPORATION SEC 8: SE /4 SEC15:W /2W/2 SEC17:NE /4 ROW491106 W I MOORE RANCH CO INC 11/6/1974 T 40N R 74W WOODS PETROLEUM CORPORATION SEC 25: ALL ROW491110 HELL N BACK RANCH COMPANY 12/7/1977 T 40N R 74W WOODS PETROLEUM CORPORATION SEC 28: SE /4, E /2SE /4, SW /4SW/4 ROW491111 DILTS RANCH COMPANY 12/19/1983 T 40N R 74W SEC 26 WOODS PETROLEUM CORPORATION SW /4NE /4 ROW491112 DILTS COMPANY (ROW) 11/10/1978 T 39N R 74W WEXPRO COMPANY SEC 1: S /2SW /4 SEC 12: N /2NW /4 ROW491113 HELL N BACK RANCH COMPANY 3/20/1978 T 40N R 74W WOODS PETROLEUM CORPORATION SEC 4: S /2SW /4 SEC 5: 5/2 SEC 9: N/2 SEC 27: NE /4NW /4 ROW491115 W I MOORE RANCH COMPANY 4/26/1983 T 39N R 74W WOODS PETROLEUM CORPORATION SEC 4: N /2, N /2SW /4, NW /4SE /4 T40N R74W SEC 32: E /2SW/4 ROW491117 HELL N BACK RANCH COMPANY 10/18/1978 T 41N R 74W Converse County, WY WOODS PETROLEUM CORPORATION 5 of 17 SEC 24: SE /4 SEC 25: W/2 T40NR74W SEC 1: NW /4 NW /4 SEC 2: N/2 SEC 3: S/2 SEC 4: SE /4 txhibit A Leases Third Amended and Restated Mortgage, Security Agreedment, Financing Statement, Fixture Filing and Assignment of Production PROSPECT Lease Code Lessor /Lessee Land Description ROW491118 NINE MILE LAND COMPANY 10/9/1978 T41N R 74W WOODS PETROLEUM CORPORATION SEC 1: E /2E/2 SEC 12: E /2E/2 SEC 13: E /2E/2 SEC 24: E /2NE /4 ROW491120 JOHN W MOORE ET UX 10/6/1975 T 41N R 74W WOODS PETROLEUM CORPORATION SEC 30: 5/2 SEC 31: ALL R0W491141 HELL -N -BACK RANCH COMPANY 10/6/1975 T 40N R 74W WOODS PETROLEUM CORPORATION SEC 5: W/2 SEC 6: E/2 SUR491137 HELL -N -BACK RANCH COMPANY 1/14/1977 T40N R 74W WOODS PETROLEUM CORPORATION SEC 4: S /2SW /4 SEC 5 :SE /4 SEC 9: ALL SEC 10: SW /45W/4 SEC 14: S/2 SEC 15: ALL SUR491139 JOHN W MOORE, ET UX 4/16/1975 T 41N R 74W WOODS PETROLEUM CORPORATION SEC 30: S/2 SEC 31: ALL SEC 32: SW /4 SUR491140 HELL -N -BACK RANCH CO 4/23/1975 T 41N R 75W WOODS PETROLEUM CORPORATION SEC 25: ALL SEC 26: 5/2 SUR491143 HELL -N -BACK RANCH COMPANY WOODS PETROLEUM CORPORATION SUR491165 THE DILTS CO WOODS PETROLEUM CORPORATION Converse County, WY 6 of 17 Recording Lease Date Book Page Entry 6/1/1978 T 40N R 74W SEC 8 NE/4 9/2/1977 WELLSITE FOR POWELL II UNIT #7 T40N R74W SEC35:SE /4 Exhibit A Leases Third Amended and Restated Mortgage, Security Agreedment, Financing Statement, Fixture Filing and Assignment of Production PROSPECT Lease Code Lessor /Lessee Recording Lease Date Book Page Entry Land Description SUR491166 THE DILTS CO 12/2/1977 RD RIGHT -OF -WAY WOODS PETROLEUM CORPORATION T4ON R74W SEC28:NE /4 SUR491167 THE DILTS CO 6/26/1975 T40N R 74W SEC 26 WOODS PETROLEUM CORPORATION NE /4 SUR491168 HELL N BACK RANCH COMPANY 6/26/1975 T 40N R 74W SEC 25 WOODS PETROLEUM CORPORATION N /2N/2 SUR491169 DILTS COMPANY 6/25/1979 T 39N R 74W SEC 10 WEXPRO COMPANY E/2 SUR491170 THE DILTS COMPANY 6/25/1979 T 39N R 74W SEC 15 WEXPRO COMPANY NE /4 SUR491171 W I MOORE RANCH COMPANY 6/25/1992 T 40N R 74W SEC 22 KERR MCGEE ALL SUR491172 ODELL RANCH 6/1/1992 T 40N R 74W SEC 22 KERR MCGEE ALL SUR491174 HELL N BACK RANCH COMPANY 8/25/1975 T 40N R 74W SEC 14 WOODS PETROLEUM CORPORATION SEC 14: S /2SE /4,NE /4SE /4 SUR491175 THE DILTS CO 8/27/1975 T 40N R 74W SEC 23 WOODS PETROLEUM CORPORATION SEC 23: N /2SE /4, NE /4 SUR491176 DILTS COMPANY 8/29/1978 T 39N R 74W WEXPRO COMPANY SEC 1: SW /4, SW /4NW /4 T 40N R 74W SEC 35: S /2SE /4 SUR491184 STEVEN K DILTS ET AL (SURFACE LEASE) CELSIUS ENERGY COMPANY Converse County, WY 7 of 17 2/4/1983 T39N R74W 6TH PM SEC 5: 2,640.0 FT BEING 160.00 RODS BEING 0.05 MILES ACROSS NW /4 FOR WERNER BOLLEY #5 -1 WELL LOCATED IN SE /4NW /4 Exhibit A Leases Third Amended and Restated Mortgage, Security Agreedment, Financing Statement, Fixture Filing and Assignment of Production PROSPECT Lease Code Lessor /Lessee SUR491185 W I MOORE RANCH COMPANY CELSIUS ENERGY CO Recording Lease Date Book Page Entry SUR491186 DILTS COMPANY 4/5/1979 RIGHT OF WAY WEXPRO COMPANY T39N R74W SEC 12: S/25/2 SEC 14: NE /4 Land Description 2/3/1983 T39N R74W 6TH PM SEC 5: 2,640.0 FT BEING 160.00 RODS BEING 0.05 MILES ACROSS NW /4 FOR WERNER- BOLLEY #5 -1 WELL LOCATED IN SE /4NW /4 SEC 32: 4,752.00 FT BEING 288.00 RODS BEING 0.90 MILES ACROSS SW /4 FOR WERNER BOLLEY #5 -1 WELL LOCATED IN SE /4NW /4 SUR491187 HELL N BACK RANCH COMPANY 4/14/2004 T 40N R 74W SEC 5 WOODS PETROLEUM CORPORATION SW /4 SUR491188 DILTS CO 4/25/1978 RIGHT OF WAY WOODS PETROLEUM CORPORATION T39N R74W SEC 12: NW /4 SUR491189 W I MOORE RANCH COMPANY 4/26/1983 T 39N R 74W SEC 4 WOODS PETROLEUM CORPORATION N /2SW /4, NW /45E/4 SUR491192 DILTS COMPANY 9/2/1977 WELLSITE DILTS COOKE FE 1 -1 WOODS PETROLEUM CORPORATION T39N R74W SEC 1: NE /4 SUR491194 DILTS COMPANY 9/2/1977 TANK &ROW WOODS PETROLEUM CORPORATION T39N R74W SECI:NE /4 SUR491195 DILTS COMPANY 9/2/2004 ROW &ACCESS AGRMNT POWELL II UNIT #7 T4ON R74W SEC 35: SE /4 SUR491196 STEVEN K DILTS ET AL 9/13/1982 T 39N R 74W SEC 9 CELSIUS ENERGY CO Converse County, WY WOODS PETROLEUM CORPORATION SUR491197 HELL N BACK RANCH COMPANY WEXPRO COMPANY N W /4N E/4 9/8/1977 662 548 511840 T40N R74W SEC32:N /2 5EC33:N/2 8of17 Exhibit A Leases Third Amended and Restated Mortgage, Security Agreedment, Financing Statement, Fixture Filing and Assignment of Production PROSPECT Lease Code 'Lessor /Lessee Recording Lease Date Book Page Entry Land Description SUR491198 DILTS COMPANY 9/8/1977 1 554 511841 RD RIGHT -OF -WAY WEXPRO COMPANY T4ON R74W SEC 34: SE /4NW /4, SW /4NE /4 SUR491199 HELL N BACK RANCH COMPANY 6/1/1978 T 40N R 74W SEC 8 WOODS PETROLEUM CORPORATION NE /4 SUR491200 HELL N BACK RANCH COMPANY 9/26/1978 T 40N R 74W WEXPRO COMPANY SEC 25: ALL SEC 27: NE /4 SEC 28: S/2 SUR491201 WY ST TP 0308 9/3/1999 T 41N R 74W KERR MCGEE CORPORATION SEC 36: NW /4NE /4, E /2NE /4, NE /4SE /4, W /2SE /4, SE /4SW /4 SUR491202 DILTS RANCH COMPANY 10/15/1983 T 40N R 74W SEC 23 WOODS PETROLEUM CORPORATION SW /4NE /4 SUR491203 DILTS COMPANY 10/26/1976 T 40N R 74W SEC 26 WOODS PETROLEUM CORPORATION NW /4 SUR491204 DILTS COMPANY 10/26/1976 T 40N R 74W WOODS PETROLEUM CORPORATION SEC 23: S /2SE /4 SEC 26: N/2 SUR491206 HARDY RANCH COMPANY 10/4/1979 T 39N R 74W SEC 24 WOODS PETROLEUM CORPORATION SE /4NW /4 SUR491207 W 1 MOORE RANCH 10/6/1981 T 41N R 74W SEC 24 SECS 24, 26, 26: ALL T 40N R 74W SECS 1 -4, 9 -10, 15, 22, 27 -29, 32: ALL Converse County, WY COQUINA OIL CORPORATION SUR491208 W I MOORE RANCH COMPANY KERR MCGEE CORPORATION 4/1/1991 NOT REC T 41N R 74W SECS 24, 25, 26: ALL T4ON R74W SECS 1 -4, 9 -10, 15, 22, 27 -29, 32: ALL 9 of 17 tXnWDlt H Leases Third Amended and Restated Mortgage, Security Agreedment, Financing Statement, Fixture Filing and Assignment of Production PROSPECT Recording Lease Code Lessor /Lessee Lease Date Book Page Entry Land Description SUR491214 HARDY ENTERPRISES LTD 8/9/1983 T 38N R 73W SEC 6 WOODS PETROLEUM CORPORATION SUR491224 RAY BELL, ET AL 2/7/1978 667 35 T4ON R73W PENNZOIL COMPANY SEC 7: Lots 1 2 SUR491229 HELL N BACK RANCH COMPANY 5/19/1977 T 40N R 74W WOODS PETROLEUM CORPORATION SEC 27: N/2 NE /4, NE /4 NW /4, SW /4 NE /4, SW /4, W/2 SE /4 SEC 28: SE /4, E/2 SW /4, SW /4 SW /4 SEC 32: ALL SUR491230 DILTS RANCH COMPANY 7/15/1992 T39N R74W KERR MCGEE CORPORATION SEC 10: ALL SEC 15: ALL SEC 18: ALL SUR491231 HARDY RANCH COMPANY 8/16/1979 WEXPRO COMPANY SUR491232 DILTS COMPANY 4/25/1978 SUR491242 ELLA JANE O'DELL 4/21/1986 ANADARKO PETROLEUM CORPORATION SUR491247 ROBERT W. MANNING 8/24/1983 ANR PRODUCTION COMPANY NE /4 SW /4 744 FENTON CREEK PROSPECT 491097 USA WYW 061188 MAXINE F AFFLERBACH 5/1/1958 Converse County, WY 10 of 17 T39N R74W SEC 23: SW /4NW /4 T39N R74W SEC 12: NW /4 T4ON R74W SEC 29: SE /4NW /4 T38NR74WSEC 13 T41NR70W SEC 27: Lots 11 (NE /4 SW /4 -41.33 Ac.), 12 (NW /4 SW /4 41.20 Ac.), 13 (SW /4SW /4 41.30 Ac.), 14 (SE /4 SW /4 41.43 Ac.) AKA, SW /4, 10 (NW /4 SE /4 40.38 Ac.), 15 (SW /4 SE /4 40.07 Ac.) AKA, W/2 SE /4, 16 (SE /4 SE /4 40.09 Ac.) SEC 34: Lots 1 (NE /4 NE /4 39.99 Ac.), 2 (NW /4 NE /4 40.01 Ac.), 7 (SW /4 NE /4 40.06 Ac.), 8 (SE /4 NE /4 -40.04 Ac.), AKA NE /4 PROSPECT Lease Code Lessor /Lessee 491098 491122 ROW491121 POWDER RIVER COAL COMPANY 745 FLATTOP PROSPECT 491155 ELSIE M. MARTINEZ (SURFACE LEASE) DIAMOND SHAMROCK CORPORATION 491245 491047A 491047B 491047C txnlplt A Leases Third Amended and Restated Mortgage, Security Agreedment, Financing Statement, Fixture Filing and Assignment of Production USA WYW 39949 PENNZOIL COMPANY BRIDLE BIT RANCH CO (ROW) USA WYW 175188 GEORGE A. CARLSON A. B. MCCLOSKEY, ET AL C. C. THOMAS CONSOLIDATED OIL GAS, INC DIAMOND SHAMROCK CORP HARRY A. TRUEBLOOD, JR. DIAMOND SHAMROCK CORP Recording Lease Date Book Page Entry 3/25/1983 3/24/1983 4/23/1980 12/1/1962 375 399 T 33N R 69W SEC 10 W /2N E/4 12/4/1973 551 15 443506 T 33N R 69W SEC 2: W/2 SW /4 SEC 3: E/2 SE /4 SEC 10: E/2 NE /4 SEC 11: W/2 NW /4 11/15/1979 717 413 554681 T 33N R 69W SEC 10 E/2 NE/4 11/15/1979 717 416 554682 T33N R 69W SEC 10 E/2 NE/4 Converse County, WY 11 of 17 Land Description 7/1/1973 T 41N R 70W SEC 35: Lots 1 and 2 (AKA N/2 SE /4), Lot 3 (NE /4 NW /4 40.03 Ac.), 4 (NW /4 NW /4 40.03 Ac.), AKA N/2 NW /4, 5 (SW /4 NW /4 40.02 Ac.), 9 (SW /4 SW /4 39.95 Ac.), 10 (SE /4 SW /4 39.86 Ac.), AKA S/2 SW /4, 11 (SW /4 SE /4 40.21 Ac.) SEC 26: Lots 3, (NE /4 NW /4 44.36 Ac.), 4 (NW /4 NW /4 40.23 Ac.), 5 (SW /4 NW /4 40.25 Ac.), 6 (SE /4 NW /4 40.12 Ac.), 9 (NE /4 SE /4 39.74 Ac.), 10 (NW /4 SE /4 39.87 Ac.), NE /4 SW /4, Lots 11 (NW /4 SW /4 40.14 Ac.), 12 (SW /4 SW /4 40.02 Ac.), 13 (SE /4 SW /4 39.89 Ac.), AKA SW /4, 14 (SW /4 SE /4 39.76 Ac.), 15 (SE /4 SE /4 39.63 Ac.), AKA SE /4 T 41N R 70W SEC 35 N E /4N E/4 T41NR70W SEC 32: N /2S/2 SEC 33: N /2SW /4 SEC 34: NW /4SE /4 T33NR69WSEC 10 SW /4 NE /4 (32 ROD ROW) TO ACCESS THE FLAT TOP FED 32 -10 WELL Converse County, WY txmoit H Leases Third Amended and Restated Mortgage, Security Agreedment, Financing Statement, Fixture Filing and Assignment of Production PROSPECT Lease Code Lessor /Lessee 4910470 FLORENCE GROSS DIAMOND SHAMROCK CORP 491047E JANE GROSS 1945 TRUST DIAMOND SHAMROCK CORP 491047F EDWIN MINGES DIAMOND SHAMROCK CORP 491047G ARTHUR W. ARUNDEL DIAMOND SHAMROCK CORP. 491047H KRM PETROLEUM CORPORATION DIAMOND SHAMROCK CORP 4910471 EGERTON S. HARRIS, JR. DIAMOND SHAMROCK CORP 4910471 EARLE E. ARUNDEL TRUST DIAMOND SHAMROCK CORP 491047K R. C. QUALLS DIAMOND SHAMROCK CORP 491047L THE BOW PETROLEUM COMPANY DIAMOND SHAMROCK CORP 491047M WILLIAM B. COLLISTER DIAMOND SHAMROCK CORP 491155.1 WILLIAM C. HALL, INC. (SURFACE LEASE) DIAMOND SHAMROCK CORPORATION Recording Lease Date Book Page Entry Land Description 11/15/1979 717 407 554678 T 33N R 69W SEC 10 E/2 NE/4 11/15/1979 717 409 554679 T 33N R 69W SEC 10 E/2 NE /4 11/15/1979 722 104 557273 T 33N R 69W SEC 10 E/2 NE /4 11/15/1979 722 100 557271 T 33N R 69W SEC 10 E/2 NE/4 12/21/1979 720 152 556411 T 33N R 69W SEC 10 E/2 NE /4 11/15/1979 717 199 554206 T 33N R 69W SEC 10 E/2 NE /4 11/15/1979 722 102 557272 T 33N R 69W SEC 10 E/2 NE/4 11/15/1979 717 419 554683 T 33N R 69W SEC 10 E/2 NE/4 11/15/1979 T 33N R 69W SEC 10 E/2 NE/4 11/15/1979 717 411 554680 T 33N R 69W SEC 10 E/2 NE/4 4/23/1980 T 33N R 69W SEC 10 SW /4 NE /4 (32 ROD ROW) TO ACCESS THE FLAT TOP FED 32 -10 WELL 12 of 17 Exhibit A Leases Third Amended and Restated Mortgage, Security Agreedment, Financing Statement, Fixture Filing and Assignment of Production PROSPECT Lease Code Lessor /Lessee 491052 USA W 88287 JACQUELINE E CHORNEY Recording Lease Date Book Page Entry Land Description 746 POWELL SPEARHEAD PROSPECT 491049 USA W 34253 5/1/1972 569 298 T38N R74W, 6TH PM C. E. STRANGE SEC 8: LOT 9 (39.69 AC.), 10 (39.68 AC.)(AKA N2SE) SEC 15: LOT 10 (40.10 AC.)(AKA NWSE) SEC 21: LOT 3 (39.96 AC.)(AKA NENW), 8 (39.74 AC.)(AKA SENE), 14 (40.11 AC.) (AKA SESW), 15 (39.94 AC.)(AKA SWSE), 16 (39.90 AC.) (AKA SESE) SEC 26: LOT 12 (40.30 AC.)(AKA SWSW) SEC 27: LOT 1 (40.22 AC.) (AKA NENE), 16 (40.08 AC.)(AKA SESE) SEC 28:LOT 4 (40.05 AC.)(AKA NWNW) SEC 30: LOT 6 (40.66 AC.)(AKA NWNE), 7 (40.35 AC.)(NENW), 10 (40.34 AC.) (AKA SENW), 11 (40.67 AC.)(AKA SWNE), 14 (40.07 AC.)(AKA NWSE), 15 (39.71 AC.) (AKA NESW), 18 (39.70 AC.)(AKA SESW) SEC 32: LOT 3 (40.02 AC.)(AKA NENW), 5 (40.10 AC.), 6 (40.05 AC.)(AKA S2NW) SEC 34: NESW, LOT 3 (39.94 AC.)(AKA NENW), 6 (39.93 AC.)(AKA SENW), 12 (39.98 AC.)(AKA SESW) 11/1/1984 491226 STATE OF WYOMING TUP 0481 6/1/2002 T39N R74W DEVON ENERGY PRODUCTION COMPANY, LP SEC 16: N /2NE /4, ACCESS ROAD TO THE POWELL PRESSURE MTN UNIT 491243 USA WYW 51179 8/1/1975 289030 T 39N R 73W SEC 6 E/2 SW /4 ROW491116 EUGENE G HARDY, ET UX 4/24/1980 T 39N R 74W WEXPRO COMPANY SEC 25: NW /4 SEC 26: NE /4 ROW491244 W. I. Moore Ranch Co., Inc. 7/12/2000 T 40N R 74W SEC 27 SAGE CREEK PROCESSORS, LLC SW /4 NE /4 SUR491159 THE DILTS CO 7/28/1977 T4ON R74W WOODS PETROLEUM CORPORATION SEC 27: W /2NW /4, SE /4NW /4 Converse County, WY 13 of 17 T 38N R 74W SEC 35 W /2, SURFACE TO BASE OF THE TONGUE RIVER MEMBER OF THE FORT UNION FORMATION txniolt H Leases Third Amended and Restated Mortgage, Security Agreedment, Financing Statement, Fixture Filing and Assignment of Production PROSPECT Lease Code Lessor /Lessee SUR491160 COLE CREEK SHEEP COMPANY KERR MCGEE CORPORATION Recording Lease Date Book Page Entry Land Description 4/19/1991 1000 676 753337 T36N R75W 6TH PM PARTS OF SEC 6, 7, 8, 19 T36N R76W 6TH PM PARTS OF SEC 1, 11, 12, 13, 14, 24, 25, 26, 36 T37N R76W 6TH PM PARTS OF SEC 36 SUR491162 THE DILTS CO 7/28/1977 T4ON R74W WOODS PETROLEUM CORPORATION SEC 27: W /2NW /4, SE /4NW /4 SUR491163 THE DILTS CO 7/28/1978 T 39N R 74W SEC 12 WOODS PETROLEUM CORPORATION E/2 SUR491164 ROY C BAKER 7/27/1983 T 38N R 74W SEC 12 WOODS PETROLEUM CORPORATION NE /4SW /4 SUR491178 HELL N BACK RANCH COMPANY 1/7/1976 RD RIGHT OF WAY WOODS PETROLEUM CORPORATION T4ON R74W 6TH PM SEC 25: SE SUR491179 HELL N BACK RANCH COMPANY 1/14/1977 RD RIGHT -OF -WAY WOODS PETROLEUM CORPORATION T4ON R74W 6TH PM SEC 4: S /2SW /4 SEC 5: SE /4 SEC 9: ALL SEC 10: SW /4SW /4 SEC 14: S/2 SEC 15: ALL SUR491180 W I MOORE RANCH COMPANY 1/18/1982 RIGHT -OF -WAY WOODS PETROLEUM CORPORATION T4ON R74W 6TH PM SEC 22: N /2SW /4, SE /4SW /4 SUR491181 STEVE K. DILTS, ET AL 1/18/1982 RD RIGHT -OF -WAY WOODS PETROLEUM CORPORATION T4ON R74W SEC 28: NE /4 Converse County, WY 14 of 17 LxI ibit A Leases Third Amended and Restated Mortgage, Security Agreedment, Financing Statement, Fixture Filing and Assignment of Production PROSPECT Lease Code Lessor /Lessee SUR491182 DILTS COMPANY WEXPRO COMPANY SUR491183 DILTS RANCH COMPANY WOODS PETROLEUM CORPORATION SUR491205 DILTS RANCH COMPANY 491050 USA WYW 86705 LOIS SAMPSON FULLER 491051 USA WYW 100393 C. E. STRANGE Converse County, WY Recording Lease Date Book Page Entry Land Description 1/16/1978 666 444 515103 RD RIGHT -OF -WAY T4ON R74W SEC 34: SE /4NW /4, SW /4NE /4 10/15/1983 T 40N R 74W SEC 23 WOODS PETROLEUM CORPORATION SE /4 1/1/1985 T 40N R 74W SEC 26 A TRACT OF LAND IN THE SW /4 NE /4, NW /4 SE /4, NE /4 SE /4, SE /4 NW /4, LESS A PARCEL OF LAND CONTAINING 2.071 ACRES BEING A PORTION OF THE SW /4 NE /4, SE /4 NW /4, FOR A TOTAL OF APPROXIMATELY 23.5 ACRES FOR THE CENTRALIZED COMPRESSION AND PRODUCTION SITE FOR THE POWELL PRESSURE MAINTENANCE UNIT. 768 SPEARHEAD RANCH PROSPECT 491049 USA W 34253 5/1/1972 569 298 T38N R74W, 6TH PM C. E. STRANGE SEC 8: LOT 9 (39.69 AC.), 10 (39.68 AC.)(AKA N2SE) SEC 15: LOT 10 (40.10 AC.)(AKA NWSE) SEC 21: LOT 3 (39.96 AC.)(AKA NENW), 8 (39.74 AC.)(AKA SENE), 14 (40.11 AC.) (AKA SESW), 15 (39.94 AC.)(AKA SWSE), 16 (39.90 AC.) (AKA SESE) SEC 26: LOT 12 (40.30 AC.)(AKA SWSW) SEC 27: LOT 1 (40.22 AC.) (AKA NENE), 16 (40.08 AC.)(AKA SESE) SEC 28:LOT 4 (40.05 AC.)(AKA NWNW) SEC 30: LOT 6 (40.66 AC.)(AKA NWNE), 7 (40.35 AC.)(NENW), 10 (40.34 AC.) (AKA SENW), 11 (40.67 AC.)(AKA SWNE), 14 (40.07 AC.)(AKA NWSE), 15 (39.71 AC.) (AKA NESW), 18 (39.70 AC.)(AKA SESW) SEC 32: LOT 3 (40.02 AC.)(AKA NENW), 5 (40.10 AC.), 6 (40.05 AC.)(AKA S2NW) SEC 34: NESW, LOT 3 (39.94 AC.)(AKA NENW), 6 (39.93 AC.)(AKA SENW), 12 (39.98 AC.)(AKA SESW) 5/29/1984 4/1/1969 552 242 444900 T 38N R 74W SEC 35 LOT 9 (NE /4 SE /4 -38.98 AC.) 15 of 17 T38NR74WSEC 24 SEC 24: LOT 9 (NE /4 SE /4 39.36 AC), LOT 10 (NW /4 SE /4 39.35 AC.) LOT 15 (SW /4 SE /4 39.26 AC.), AND LOT 16 (SE /4 SE /4 39.29 AC.) SEC 25: ALL Exhibit A Leases Third Amended and Restated Mortgage, Security Agreedment, Financing Statement, Fixture Filing and Assignment of Production PROSPECT Lease Code Lessor /Lessee Recording Lease Date Book Page Entry Land Description 491053 USA WYW 40793 9/1/1973 552 248 444902 T38N R74W 6TH PM ALBERT C. CALAWAY SEC 35: NE /4, W /2SE /4, SE /4SE /4, SURF TO BASE OF TONGUE RIVER MEMBER OF FORT UNION FORMATION Converse County, WY 16 of 17 Exhibit A Wells Third Amended and Restated Mortgage, Security Agreedment, Financing Statement, Fixture Filing and Assignment of Production Prospect Well Code Well Name 580 BROOKS DRAW PROSPECT 490430 MIDDLETON #3H- 10 -38 -67 1.00000000 490435 LAKESIDE #1H 1.00000000 490445 TURNER #4H- 16 -38 -67 (TA) 1.00000000 490481 PEREGRINE #4HA- 16 -38 -67 1.00000000 490749 PEREGRINE #5H 1.00000000 743 POWELL PROSPECT 490591 ANDERMAN FED 5 -1 0.15877600 490592 ANDERSON 1 -27 0.06233050 490594 MOORE 8 -1 0.06250000 490595 MOORE 8 -2 0.06250000 490596 POWELL FED E 1 0.25000000 490597 POWELL SOUTH 1 -13 0.22500000 744 FENTON CREEK PROSPECT 490589 FED HAMMOND 1 -26 0.40000000 490590 HENDERSON 1 -35 745 FLATTOP PROSPECT 490601 FLATTOP FEDERAL 32 -10 0.70250000 746 POWELL SPEARHEAD. PROSPECT 490598 POWELL PR MNT UNIT 2 0.02482010 Converse County, WY 17 of 17 Current WI Current NRI 0.81668750 0.80229167 0.78333400 0.78333400 0.78333400 0.13892860 0.05111101 0.05468750 0.05468750 0.21875000 0.18702720 0.35000000 0.03625000 0.58088750 0.02171766 Exhibit A Leases Third Amended and Restated Mortgage, Security Agreedment, Financing Statement, Fixture Filing and Assignment of Production PROSPECT Recording Lease Code Lessor /Lessee Lease Date Book Page Entry Land Description 750 CROOKS GAP PROSPECT 491061 USA WYW 105551 751 HAPPY SPRINGS PROSPECT 491062 STATE OF WYOMING 0 -3389 SINCLAIR WYOMING OIL COMPANY Fremont County, WY 1 of 2 1/1/1940 T 28N R 92W SEC 19 N E /4N W/4 7/16/1945 11 463 T 28N R 93W SEC 16 NE /4 SE /4 NW /4 SW /4, S/2 NW /4 SW /4 SW /4, NW /4 NW /4 SW /4 SW /4, SW /4 NW /4 SW /4, W/2 SE /4 NW /4 SW /4, NE /4 NW /4 SW /4 SW /4, NE /4 SW /4 SW /4, SE /4 SE /4 NW /4 SW /4 491108 State of Wy. TUP 0883 (ROW) 11/1/2008 T 28N R 93W SEC 36 ABRAXAS PETROLEUM CORPORATION N/2 ROW FOR ACCESS RD ACROSS THE N/2 OF SEC. 36, T28N -R93W TO ACCESS THE HAPPY SPRINGS UNIT 39 WELL LOCATED IN SEC. 16, T28N -R93W, FREMONT CO., WY. Exhibit A Wells Third Amended and Restated Mortgage, Security Agreedment, Financing Statement, Fixture Filing and Assignment of Production Prospect Well Code Well Name 750 CROOKS GAP PROSPECT 490613 CROOKS GAP UNIT 22 (SS) 0.70000000 751 HAPPY SPRING PROSPECT 490614 HAPPY SPRINGS UNIT 39 1.00000000 Fremont County, WY 2 of 2 Current WI Current NRI 0.56000000 0.85000000 rxnlrjlt H Leases Third Amended and Restated Mortgage, Security Agreedment, Financing Statement, Fixture Filing and Assignment of Production PROSPECT Recording Lease Code Lessor /Lessee Lease Date Book Page Entry Land Description 756 COW HOLLOW PROSPECT 491030 USA WYW 44095 491215 USA WYW 0320817 W.D. TOLAN 491216 USA WYW 0318355 8/1/1965 12/1/1965 8/1/1965 Lincoln County, WY 1 of 4 T 22N R112W SEC 11 NE /4SW /4, S/2 SW /4, W/2 SE /4, SE /4 SE /4 AND LIMITED FROM THE SURFACE TO THE STRATIGRAPHIC EQUIVALENT OF 11,950' AS FOUND IN THE COW HOLLOW UNIT #10 WELL. T 22N R112W SEC 15 E/2 NE /4, AND LIMITED FROM THE SURFACE TO THE STRATIGRAPHIC EQUIVALENT OF 11,950' AS DRILLED IN THE COW HOLLOW UNIT #10 T 22N R112W SEC 14 N /2, NE /4SW /4, NW /4SE /4AND LIMITED FROM THE SURFACE TO THE STRATIGRAPHIC EQUIVALENT OF 11,950' AS DRILLED IN THE COW HOLLOW UNIT #10 LOCATED IN THE NE /4 NW /4 OF SEC. 14 Exhibit A Wells Third Amended and Restated Mortgage, Security Agreedment, Financing Statement, Fixture Filing and Assignment of Production Prospect Well Code Well Name 756 COW HOLLOW PROSPECT 490617 COW CREEK 20 -28E 0.00775730 0.00640403 490618 COW CREEK 26 -26 0.01138233 0.00969395 490619 COW CREEK 6 -28 0.00379410 0.00313014 490620 COW CREEK 8 -26 0.01138230 0.00939042 490621 COW HOLLOW 10 0.17979470 0.14630565 490622 COW HOLLOW 101 0.01517640 0.01292527 490623 COW HOLLOW 102 0.01517640 0.01292527 490626 COW HOLLOW 103 0.01517640 0.01292527 490628 COW HOLLOW 104 0.01138230 0.00969395 490629 COW HOLLOW 105 0.01517640 0.01292527 490630 COW HOLLOW 11 0.01517640 0.01292527 490631 COW HOLLOW 15 0.01517640 0.01292527 490633 COW HOLLOW 201 -22E 0.01517640 0.01292527 490634 COW HOLLOW 202 -22E 0.01517640 0.01292527 490635 COW HOLLOW 203 -22E 0.01517640 0.01292527 490636 COW HOLLOW 204 -22E 0.01517640 0.01292527 490637 COW HOLLOW 206 -26E 0.01517640 0.01292527 490638 COW HOLLOW 212 -23 0.00379410 0.00313014 490639 COW HOLLOW 213 -10 0.00606740 0.00521834 490641 COW HOLLOW 216 -23 0.00379410 0.00313014 490642 COW HOLLOW 217 -27 0.03202350 0.02666044 490643 COW HOLLOW 218 -15 0.01654970 0.01366727 490644 COW HOLLOW 219 -31 0.01699970 0.01404302 490645 COW HOLLOW 220 -35 0.01699970 0.01404302 490646 COW HOLLOW 221 -25 0.01272190 0.01050896 490647 COW HOLLOW 223 -10 0.01138230 0.00939042 490649 COW HOLLOW 25 0.01517640 0.01292527 490650 COW HOLLOW 255 -27 0.01684380 0.01431761 490651 COW HOLLOW 256 -27 0.01684380 0.01431761 490652 COW HOLLOW 257 -27 0.01517640 0.01292527 490653 COW HOLLOW 262 -34 0.01517640 0.01292527 Lincoln County, WY 2 of 4 Current WI Current NRI Exhibit A Wells Third Amended and Restated Mortgage, Security Agreedment, Financing Statement, Fixture Filing and Assignment of Production Prospect Well Code Well Name Current WI Current NRI 490654 COW HOLLOW 266 -10 0.00758820 0.00646263 490655 COW HOLLOW 267 -10 0.01517640 0.01292505 490656 COW HOLLOW 268 -35 0.01684390 0.01431761 490657 COW HOLLOW 269 -31 0.01517400 0.01292527 490658 COW HOLLOW 270 -36 0.01517640 0.01292527 490659 COW HOLLOW 274 -26 0.01138230 0.00969340 490662 COW HOLLOW 30 -24 0.00474000 0.00402564 490665 COW HOLLOW 35 0.01517640 0.01292527 490666 COW HOLLOW 36 0.01517640 0.01292527 490667 COW HOLLOW 37 0.01517640 0.01292527 490668 COW HOLLOW 38 0.01517640 0.01292527 490671 COW HOLLOW 40 -24 0.00758820 0.00626028 490672 COW HOLLOW 42 0.01517640 0.01292527 490674 COW HOLLOW 44 0.01517640 0.01292527 490675 COW HOLLOW 45 0.01517640 0.01292527 490676 COW HOLLOW 46 0.01517640 0.01292527 490677 COW HOLLOW 53 0.01517640 0.01292527 490678 COW HOLLOW 54 0.01677740 0.01426415 490679 COW HOLLOW 55 0.01677740 0.01426415 490680 COW HOLLOW 57 0.01517640 0.01292527 490681 COW HOLLOW 58 0.01517640 0.01292527 490682 COW HOLLOW 60 0.01517640 0.01292527 490684 COW HOLLOW 65 0.01517640 0.01292527 490685 COW HOLLOW 68 0.01517640 0.01292527 490686 COW HOLLOW 69 0.01517640 0.01292527 490687 COW HOLLOW 70 0.01517640 0.01292527 490690 COW HOLLOW 76 0.01517640 0.01292527 490691 COW HOLLOW 79 0.01684430 0.01432016 490693 COW HOLLOW 83 0.01517640 0.01292527 490694 COW HOLLOW 86 0.01517640 0.01292527 490696 COW HOLLOW 90 -24 0.00094850 0.00080782 490697 COW HOLLOW 92 0.01517640 0.01292527 490698 COW HOLLOW 93 0.01517640 0.01292527 Lincoln County, WY 3 of 4 1 Exhibit A Wells Third Amended and Restated Mortgage, Security Agreedment, Financing Statement, Fixture Filing and Assignment of Production Prospect Well Code Well Name Current WI Current NRI 490699 COW HOLLOW 96 0.01517640 0.01292527 490701 COW HOLLOW 98 0.01517640 0.01292527 490702 COW HOLLOW UNIT 208 -22 0.01517640 0.01292527 490703 COW HOLLOW UNIT 209 -14 0.01583910 0.01308388 490704 COW HOLLOW UNIT 210 -35 0.01517640 0.01292527 490705 COW HOLLOW UNIT 224 -34 0.01517640 0.01292527 490707 COW HOLLOW UNIT 0.01517640 0.01292527 490708 COW HOLLOW UNIT BORDER 258 -34E 0.00379410 0.00323132 490709 EMIGRANT HOLLOW BORDER 37 -23E 0.00758820 0.00628028 490710 WHISKEY HOLLOW BORDER 1 -35E 0.00391250 0.00322780 490711 EMIGRANT HOLLOW 1 -27 0.00758820 0.00626028 490712 EMIGRANT HOLLOW 31 -21 0.00379410 0.00313014 490713 EMIGRANT HOLLOW 36 -21ED 0.00397780 0.00328881 490714 COW CREEK 18 -28 0.00383330 0.00316344 490715 COW CREEK 19 -28 0.00774340 0.00625996 490717 COW CREEK 10 -34ED 0.00379410 0.00313013 490742 COW HOLLOW UNITABCDF 0.01517640 0.01292527 Lincoln County, WY 4 of 4 PROSPECT Lease Code txnIOlt H Leases Third Amended and Restated Mortgage, Security Agreedment, Financing Statement, Fixture Filing and Assignment of Production Lessor /Lessee 580 BROOKS DRAW PROSPECT 490414 USA W- 144449 JAMES E. SULLIVAN 490417 490427 490428 490429 490430 490436 USA W- 135523 MC MAHON BULLINGTON USA W- 133509 NORMA ROSE USA W- 137578 MC MAHON- BULLINGTON USA W- 134148 MC MAHON-BULLINGTON USA W- 134147 MC MAHON BULLINGTON USA W- 143475 JAMES E. SULLIVAN Recording Lease Date Book Page Entry Land Description 4/1/1998 Niobrara County, WY 1 of 5 4/1/1995 383 72 353517 T 38N R 67W SEC 15: NE /4 NE /4 SEC 14: NE /4, S /2NW /4 10/1/1994 T 38N R 67W SEC 3: SW /4SW /4 SEC 14: 5/2 T 38N R 67W SEC 15 S/2 11/1/1995 384 598 355507 T 38N R 67W SEC 15 W/2 NE /4, SE /4 NE /4 11/1/1994 382 301 352545 T 38N R 67W SEC 15: NW /4 SEC 22: N /2, SE /4 SEC 25: N /2, SE /4 SEC 26: SE /4 11/1/1994 382 338 352580 T 38N R 67W SEC 10: W/2 SEC 22: N/2 SW /4 SEC 34: SW /4 12/1/1997 T 38N R 67W SEC 13: ALL SEC 22: S/2 SW /4 SEC 23: N /2, SW /4, W/2 SE /4 SEC 24: NW /4, N/2 SE /4 SEC 25: E/2 SW /4 SEC 27: SW /4 NW /4 SEC 35: SW /4 PROSPECT Recording Lease Code Lessor /Lessee Lease Date Book Page Entry Land Description 490447 Agnes M. Wiker Revocable Trust 1/1/2007 429 777 394146 T 38N R 67W ABRAXAS PETROLEUM CORPORATION SEC 1: SW /4 NW /4, SW /4 SE /4 SEC 2: Lot 2 (40.43 acres) txniolt H Leases Third Amended and Restated Mortgage, Security Agreedment, Financing Statement, Fixture Filing and Assignment of Production 490476 USA -WYW- 150345 6/1/2000 1161 744 865911 T 38N R 67W ABRAXAS PETROLEUM CORPORATION SEC 14: N/2 NW /4 SEC 2: SW /4 NE /4 SEC 26: SE /4 NW /4, E/2 SW /4 SEC 35: N/2 490482 USA W- 061207 CAROL LEE GIBSON 490483 USA W- 064745 L. JONES 12/1/1977 10/1/1978 Niobrara County, WY 2 of 5 T 38N R 67W SEC 1: LOTS 1 -4, S/2 NE /4, SE /4 NW /4, N/2 5/2 SEC 2: LOTS 3 4, S/2 NW /4, S/2 SEC 3: LOTS 1 -4, 5/2 NE /4, SE /4 NW /4 SEC 11: All of Section 11 SEC 12: S/2 SEC 24: S/2 SE /4 SEC 26: S/2 NE /4 ALL OF SAID LEASE LIMITED TO BELOW A DEPTH OF 3,000' SUBSURFACE, AND SAVE EXCEPT THE SW /4 SW /4 OF SEC. 11, T38N -R67W, INSOFAR INSOFAR AND ONLY INSOFAR AS SAID 40 ACRES COVERS THE PRODUCING TURNER FORMATION FOUND ATA DEPTH OF 8,700' IN THE FEDERAL '0' #1 WELL. T 38N R 67W SEC 5: LOTS 2 -4, SW /4 NE /4, S/2 NW /4, SW /4 SW /4 SEC 10: E/2 SEC 34: SE /4 ALL OF SAID LEASE LIMITED TO BELOW A DEPTH OF 3,000' SUBSURFACE, AND SAVE EXCEPT THE NW /4 SE /4 OF SEC. 10, T38N -R67W, INSOFAR AND ONLY INSOFAR AS SAID 40 ACRES COVERS THE PRODUCING TURNER FORMATION FOUND AT A DEPTH OF 8,700' IN THE COW CREEK FEDERAL UNIT #3 WELL. Exhibit A Leases Third Amended and Restated Mortgage, Security Agreedment, Financing Statement, Fixture Filing and Assignment of Production PROSPECT Recording Lease Code Lessor /Lessee Lease Date Book Page Entry Land Description 490486 Middleton Land Company, Inc. (Surf. Lse) 9/8/2000 403 49 371544 T 38N R 67W SEC 15 ABRAXAS PETROLEUM CORPORATION A surface lease containing 10 acres, M /L, located in the N/2 S/2 and more particularly described in Definition of Surface Lease dated 10/5/2000, recorded in Book 403, Page 421. 490492 Middleton Land Co. (Well Site Agmt.) 2/14/2001 404 673 373110 T 38N R 67W ABRAXAS PETROLEUM CORPORATION Well Site and Tank Battery Agreement covering Sections 1, 2, 9 15, T38N -R67W, Converse and Niobrara Counties, WY. 490506 USA WYW- 164915 2/1/2006 425 213 391051 T 38N R 67W SEC 12 HANSON STRAHN, INC. N/2 490470AW Betty Mae Sprink, FKA Betty Mae Stenholm 1/8/2007 429 779 394147 T 38N R 67W ABRAXAS PETROLEUM CORPORATION SEC 23: E/2 SE /4 SEC 26: N/2 N/2 SEC 27: N/2 NE /4 490470AX Kenneth Ivan Stenholm, Jr, 1/8/2007 429 775 394145 T 38N R 67W ABRAXAS PETROLEUM CORPORATION SEC 23: E/2 SE /4 SEC 26: N/2 N/2 SEC 27: N/2 NE /4 490470BB James Chappell 6/19/2007 434 237 396996 T 38N R 67W ABRAXAS PETROLEUM CORPORATION SEC 1: S/2 SW /4, SE /4 SE /4 SEC 3: SE /4, E/2 SW /4, SW /4 NW /4, NW /4 SW /4 SEC 23: E/2 SE /4 SEC 26: N/2 N/2 SEC 27: N/2 NE /4, NW /4 SW /4 SEC 34: SW /4 NW /4 490765A George Lyday Alexander 1/1/2010 445 34 405164 T 38N R 67W SEC 2 ABRAXAS PETROLEUM CORPORATION Lot 1 (40.39 acres), SE /4 NE /4 490765B Cary Wayne Alexander 1/1/2010 445 31 405163 T 38N R 67W SEC 2 ABRAXAS PETROLEUM CORPORATION Lot 1 (40.39 acres), SE /4 NE /4 490765C James Chappell 1/1/2010 445 28 405162 T 38N R 67W SEC 2 ABRAXAS PETROLEUM CORPORATION Lot 1 (40.39 acres), SE /4 NE /4 Niobrara County, WY 3 of 5 PROSPECT Lease Code 490765D 490765E 490765F 490765G 490765H 4907651 490765) Exhibit A Leases Third Amended and Restated Mortgage, Security Agreedment, Financing Statement, Fixture Filing and Assignment of Production Lessor /Lessee Helen C. Perry ABRAXAS PETROLEUM CORPORATION Merrill Lee Chappell, Helen Perry,Trstee ABRAXAS PETROLEUM CORPORATION Jerry Chappell, Helen Perry,Trustee ABRAXAS PETROLEUM CORPORATION Barbara Ramsey, Helen Perry,Trustee ABRAXAS PETROLEUM CORPORATION George Chappell, Helen Perry,Trustee ABRAXAS PETROLEUM CORPORATION Pearl C. Hunter ABRAXAS PETROLEUM CORPORATION Pearl C. Hunter, et vir ABRAXAS PETROLEUM CORPORATION 490765K Robert Clarence Cloer ABRAXAS PETROLEUM CORPORATION 490765L Vickie Cloer Webb ABRAXAS PETROLEUM CORPORATION 490765M Kevin Andrew Cloer ABRAXAS PETROLEUM CORPORATION 490765N Tony Dale Cloer ABRAXAS PETROLEUM CORPORATION ROW490496 Middleton Land Co. ABRAXAS PETROLEUM CORPORATION Niobrara County, WY 4 of 5 Recording Lease Date Book Page Entry Land Description 1/1/2010 445 25 405161 T 38N R 67W SEC 2 Lot 1 (40.39 acres), SE /4 NE /4 1/1/2010 445 22 405160 T 38N R 67W SEC 2 Lot 1 (40.39 acres), SE /4 NE /4 1/1/2010 445 19 405159 T 38N R 67W SEC 2 Lot 1 (40.39 acres), SE /4 NE /4 1/1/2010 445 16 405158 T 38N R 67W SEC 2 Lot 1 (40.39 acres), SE /4 NE /4 1/1/2010 445 13 405157 T 38N R 67W SEC 2 Lot 1 (40.39 acres), SE /4 NE /4 1/1/2010 445 10 405156 T 38N R 67W SEC 2 Lot 1 (40.39 acres), SE /4 NE /4 1/1/2010 445 7 405155 T 38N R 67W SEC 2 Lot 1 (40.39 acres), SE /4 NE /4 4/26/2010 446 4 406030 T 38N R 67W SEC 2 Lot 1 (40.39 acres), SE /4 NE /4 5/13/2010 446 7 406031 T 38N R 67W SEC 2 Lot 1 (40.39 acres), SE /4 NE /4 4/24/2010 446 10 406032 T 38N R 67W SEC 2 Lot 1 (40.39 acres), SE /4 NE /4 1/1/2010 446 13 406033 T 38N R 67W SEC 2 Lot 1 (40.39 acres), SE /4 NE /4 1/22/2001 404 366 372844 T 38N R 67W SEC 15 SW /4 Exhibit A Wells Third Amended and Restated Mortgage, Security Agreedment, Financing Statement, Fixture Filing and Assignment of Production Prospect Well Code Well Name Current WI Current NRI 580 BROOKS DRAW PROSPECT 490414 HUNGARIAN PARTRIDGE3H- 14 -38 -67 1.00000000 0.82562500 490427 SAGE GROUSE #3H- 15 -38 -67 1.00000000 0.82250000 490436 MARSHALL HAWK #4H- 22 -38 -67 1.00000000 0.82062500 490470 BALD EAGLE #1 1.00000000 0.75250000 490489 REDTAIL HAWK #1 1.00000000 0.82500000 490490 BARKING SPYDER WATER WELL 1.00000000 490499 WILD TURKEY #1 1.00000000 0.76500000 490500 PRAIRIE FALCON #1 1.00000000 0.76500000 490755 PRAIRIE FALCON 3H 1.00000000 0.79500000 490500 -002 PRAIRIE FALCON #2 1.00000000 0.76500000 Niobrara County, WY 5 of 5 Exhibit A Leases Third Amended and Restated Mortgage, Security Agreedment, Financing Statement, Fixture Filing and Assignment of Production PROSPECT Lease Code Lessor /Lessee 760 BRUFF PROSPECT 491078 USA WYW 64900 RHARRC ASSOCIATES 491079A GEORGE W HEGEWALD ET AL 4/25/1980 715 1595 T 19N R111W SEC 20 S/2 JOHNJ CHRISTMANN JOHN J CHRISTMANN Recording Lease Date Book Page Entry Land Description 11/1/1978 728 1688 871055 T 19N R111W SEC 20 N/2 491079B MRS W R TALIAFERRO (FLORENCE) 2/7/1980 715 1598 T 19N R111W SEC 20 S/2 491079C BEVERLY HIGGINS ET VIR 2/7/1980 715 1600 834465 T 19N R111W SEC 20 JOHN J CHRISTMANN S/2 491079D LUCY R ENGLUND 2/7/1980 715 1602 884466 T 19N R111W SEC 20 JOHN J CHRISTMANN 5/2 491079E MRS A LTALIAFERRO (EUGENIA) 2/7/1980 715 1604 834467 T 19N R111W SEC 20 JOHN J CHRISTMANN 5/2 491079E SARAH WEEMS ET VIR 2/7/1980 715 1606 834468 T 19N R111W SEC 20 JOHN J CHRISTMANN 5/2 491079G MARY ANN TALIAFERRO 2/7/1980 715 1608 834469 T 19N R111W SEC 20 JOHN J CHRISTMANN S/2 Sweetwater County, WY 1 of 4 CXIIIUII H LCdSCS Third Amended and Restated Mortgage, Security Agreedment, Financing Statement, Fixture Filing and Assignment of Production PROSPECT Recording Lease Code Lessor /Lessee Lease Date Book Page Entry Land Description R0W491130 OLD HWY 30 ROAD MAINTENANCE 6/1/2006 NOT REC RD MAINT AGMT:OLD HWY 30 RD(MOXA FIELD) T19N R111W6TH PM SEC 6:ALL T19N R112W6TH PM SEC 1:ALL SEC 2:ALL SEC 3:NE /4 SEC11:ALL SEC12:ALL SEC13: N E /4N /2N W /4SE /4N W /4NE /4SW /4N /2SE /45 E /4SE /4 SEC14:NE /4NE /4(BORDS ST HWY 30) T2ON R111W6TH PM SEC16:ALL SEC17:ALL SEC18:ALL SEC19:ALL SEC20:ALL SEC21:ALL SEC28:ALL SEC29:ALL SEC30:ALL SEC31:ALL 5EC32:ALL SEC33:ALL T2ON R1126TH PM SEC10:SE /4 SEC13:ALL SEC14:ALL SEC15:E /2 SEC16:ALL SEC22:E /2 SEC23:ALL SEC24:ALL SEC25:ALL SEC26:ALL SEC27:E /2 SEC34:E /2 Sweetwater County, WY 2 of 4 Exhibit A Leases Third Amended and Restated Mortgage, Security Agreedment, Financing Statement, Fixture Filing and Assignment of Production PROSPECT Recording Lease Code Lessor /Lessee Lease Date Book Page Entry Land Description Sweetwater County, WY 3 of 4 SEC35:ALL SEC36:ALL T21N R112W6TH PM 5EC35:ALL Exhibit A Wells Third Amended and Restated Mortgage, Security Agreedment, Financing Statement, Fixture Filing and Assignment of Production Prospect Well Code 760 BRUFF PROSPECT 490729 490730 Well Name HAY FED 1 -20 PENNZOIL FED 1 -30 Sweetwater County, WY 4 of 4 Current WI Current NRI 0.54072000 0.43272050 0.51579830 0.40025950