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HomeMy WebLinkAbout900604K~Y/CALIFORNIA, COLOR~DO, KANSAS, LOUISIANA, MISSISSIPPI, NORTH D~OTA, NEW ~CO, O~O~, O~HQ~'Y~S UT~, WYO~O TM ~ ~ ' ..... ~ . ') J~ i', C~ ~;'7 SC~D~EA ~EX 1 FIFTH SUPPLEMENT TO DEED OF TRUST, MORTGAGE, LINE OF CREDIT MORTGAGE, ASSIGNL4ENT, SECURITY AGREEMENT, FIXTURE FILING AND FINANCING STATEMENT Dated Effective May 18, 2004 Recitals: WHEREAS, refe?ence is hereby made to that certain Deed of Trust, Mortgage, Line of Credit Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement from Key Production Company, Irc., a Delaware corporation (dba Key Energy of Colorado, Inc. in the State of Texas) ("Mortgagor") to Marcia Bateman, Trustee (Non-Utah), First American Title Company of Utah, Trustee (Utah), and Bank of America, N.A., as Agent ("Original Agent"), dated November 12, 1999, as supplemented and amended by a First Supplement and Amendment to Deed of Trus;., Mortgage, Line of Credit Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement from Mortgagor to said trustees and Original Agent dated August 6, 2001 (the "Bank of America Mortgage"); and WHEREAS, the Bank of America Mortgage was assigned'to Bank One, NA, as successor Agent ("Agent"), pursuant to an Assignment and Second Amendment to Deed of Trust, Mortgage, Line of Credit Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement among Mortgagor, Original Agent and Agent dated October 2, 2002 and supplemented pursuant to a Third Supplement to Deed of Trust, Mortgage, Line of Credit Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement dated as of January 1, 2003 between Mortgagor and Agent and Fourth Supplement to Deed of Trust, Mortgage, Line of Credit Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement dated as of September 1, 2003, (the Bank of America Mortgage, as so assigned, amended and suppiemented, is herein referred to as the "Original Mortgage"); counterparts of such Origina3 Mortgage are recorded as set forth on Schedule A attached hereto and made a part hereof (capitalized terms used but not defined herein shall have the meanings given them in the Original Mortgage); and WHEREAS, Mortgag, or and Agent desire to supplement tLe Original Mortgage (the Original Mortgage as supplemented hereby is herein called the "Mortgage") to subject additional properties thereto, and this Fifth Supplement to Deed of Trust, Mortgage, Line of Credit Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement (this "Fifth Supplement") is executed by the parties hereto for such purpose; NOW THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto hereby act and agree as follows: SUPPLEMENT NOW, THEREFORE, to secure payment of the secured indebtedness, and the performance of the obligations, covenants, agreements, warranties and undertakings contained herein or in the Original Mortgage, and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration in hand paid to Mortgagor, the receipt and sufficiency of which are hereby acknowledged, the parties hereto have agreed and do hereby agree as follows: 1. Grant and Mortgage. Mortgagor (upon and subject to all the terms, covenants, provisions, conditions and authorization set forth in the Original Mortgage, as amended hereby) does hereby (a) GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN AND SET OVER to J. Scott Fowler, Trustee (the "Trustee"), and grant to Trustee a POWER OF SALE 021409 000025 DALLAS (1715112.3) [KEY] 0900g04 , : (-):.. 328 (pursuant to the Mortgage ac~d aPplicable law) with respect to, those 'of the following described properties, rights and interezts Which are located in (or cover properties located in) the state of Texas, or which are located 'within (or cover Properties located within) the offshore area over which the United States of,~anelica asserts jurisdiction and to which the laws of any such state are applicable with respect 1o the Mortgage and/or the liens or security interests created thereby (the "Additional Deed of Tr .lst Mortgaged Properties"), and (b) MORTGAGE, ASSIGN, WARRANT, PLEDGE and HYPOTHECATE to Agent, and grant to Agent a POWER OF SALE (pursuant to the Mortgage.'. and applicable law) with respect to, all of the following described rights, interests ar'M properties which were not granted to Trustee in clause (a) above (including, without limitatien, those located in (or cover properties located in) the state of Oklahoma, or which are located within (or cover properties located within) the offshore area over which the United Statea of America asserts jurisdiction and to which the laws of any such states are applicable with re.~pect to the Mortgage and/or the liens or security interests created thereby) (the "Additional o:her Mortgaged Properties"). A. The oil, gas and/'or other mineral properties, mineral servitudes, and/or mineral rights which are described in Exhibit A attached hereto and made a part hereof; B. Without limitation of the foregoing, all other right, title and interest of Mortgagor of whatever kind or character (whether now owned or hereafter acquired by operation of law or otherwise) in and to (i) the cil, gas and/or mineral leases or other agreements described in Exhibit A hereto, and/or (ii) the lands described or referred to in Exhibit A hereto (or described in any of the instruments described or referred to in Exhibit A), without regard to any limitations as to specific lands or depths that may be set forth in Exhibit A hereto or in any of the leases or other agreements described ~,n Exhibit A hereto; C. All of Mortgagor's ir, terest (whether now owned or hereafter acquired by operation of law or otherwise) in and to allipresently existing and hereafter created oil, gas and/or mineral unitization, pooling and/or communitization agreements, declarations and/or orders, and in and to the properties, rights and interests covered and the units created thereby (including, without limitation, units formed under orders, rules, regulations or other official acts of any federal, state or other authority having jmisdiction), which cover, affect or otherwise relate to the properties, rights and interests described in clanse A or B above; D. All °fMortgagor's ie-terest in and rights under (whether now owned or hereafter acquired by operation of law or otherwise) all presently existing and hereafter created operating agreements, equipment leasgs, production sales contracts, processing agreements, transportation agreements, gas balancing agreements, farmout and/or farm-in agreements, salt water disposal agreements, area of mutual interest agreements, and other contracts and/or agreements which cover, affect, or otherwise relate to the properties, rights and interests described in clause A, B or C above or to the operation of such properties, rights and interests or to the treating, handling, storing, processing, transporting or marketing of oil, gas, other hydrocarbons, or other minerals produced from (or allocated'to) such properties, rights and interests (including, but not limited to, those Contracts listed in Exhibit A hereto), as same may be amended or supplemented from time to time; . E. All of Mortgagor's interest (Whether now owned or hereafter acquired by operation. of law or otherwise) in and to all improvements, fixtures, movable or immovable property and other real and/or personal pmpert6, (including, without limitation, all well.q, pumping units, wellhead equipment, tanks, pipelines, flow lines, gathering lines, compressors, dehydration units, separators, meters, buildings, injection facilities, salt water disposal facilities, and power, telephone and telegraph lines), and all easements, servitudes, rights-of-way, surface leases, licenses, permits and other surface rights, which are now or hereafter used, or held for use, in connection with the properties, rights and interests described in clause A, B or C above, or in connection with the operation of such properties, rights and interests, or in connection with the treating, handling, storing, processing, transporting or marketing of oil, gas, other hydrocarbons, or other minerals produced from (or allocated to) such properties, rights and interests; and F. All fights, estates, po;wers and privileges appurtenant to the foregoing rights, interests and properties. 021409 000025 DALLAS (1715112.3) 2 J,'. ';i{;i,:'i~;~:. · L" '"" [FEY] TO HAVE AND TO HOLD (a) the Additional Deed of Trust Mortgaged Properties unto the Trustee, and its success~rs ot substitutes in this trust, and to its or their successors and assigns, in trust, however, ~:pon ~ihe terms, provisions and conditions herein set forth, and (b) the Additional Other Mortgage;t Properties unto Agent, and Agent's heirs, devisees, representatives, successors and assigns, upon the' terms, provisions and conditions herein set forth (the Additional Deed of Trust Mortgaged Properties and the Additional Other Mortgaged Properties are herein sometimes collectively calli~d th~ "Additional Mortgaged Properties"). 2. Grant of Security Interest. Mortgagor hereby grants tO Agent a security interest in the entire interest of Mortgagor (whether now owned or hereafter acquired by operation of law or otherwise) in and to: (a) all oil, ga, other hydrocarbons, and other minerals produced from or allocated to the Additional Mortgaged Properties, and any products processed or obtained therefrom (herein collectively called the "Additional Production"), together with all proceeds of Additional Production (regardless of whether Additional Production to which such proceeds relate occurred on or before or after the date hereof), and together with all liens 'and security interests securing payment of the proceeds of the Additional Production, including, but not limited to, those liens and s~curi.ty interests provided for under (i) statutes enacted in the jurisdictions in which the Additi:onal Mortgaged Properties are located, or (ii) statutes made applicable to the Additional. Mmtgaged Properties under federal law (or some combination of federal and state law); (b) without limitation of any other provisions of this Section 2, all payments received in lieu of production from the Additional Mortgaged Properties (regardless of whether such payments accrued, and/or the events which gave rise to such payments occurred, on or before or after the date hereof), including, without limitation, "take or pay" payments and similar payments, payments receiwed in'settlement of or pursuant to a judgment rendered with respect to take or pay or similar obligations or other obligations under a production sales contract, payments received in buyout or buydown or other settlement of a production sales contract, and payments received under a gas balancing or similar agreement as a result of (or received otherwise in settlement of or pursuant to judgment rendered with respect to) rights held by Mortgagor as a result of Mortgagor (and/or its predecessors in title) taking or having taken less gas from lands covered by ~-m Additional Mortgaged Property (or lands pooled or unitized therewith) than their ownership of such an Additional Mortgaged Property would entitle them to receive (the payments described in this subsection (b) being herein called "Additional Payments in Lieu of Production"); (c) all equipment, inventory, improvements, fixtures, accessions, goods and other personal property or inovable property of whatever nature now or hereafter located on or used or held for use in com:ection with the Additional Mortgaged Properties (or in connection with the operation thereof or the treating, handling, storing, processing, transporting, or marketing of Additional Pr*3duction), and all licenses and permits of whatever nature now or hereafter used or held for use in connection with the Additional Mortgaged Properties (or in connection with the operation thereof or the treating, handling, storing, processing, transporting, or marketing of Additional Production), and all renewals or replacements of the foregoing or substitutions for the foregoing; (d) all contract rights, choses in action (i.e., rights to enforce contracts or to bring claims thereunder) ax d o~er general intangibles (regardless of whether the same arose, and/or the events which gave rise to the same occurred, on or before or after the date hereof) related to the Additional Mortgaged Properties, the operation thereof (whether Mortgagor is operator or non-operator), or the treating, handling, storing, processing, transporting, or marketing of Additional Production (including, without limitation, any of the same relating to payment of proceeds of Additional Production or to payment of amounts which could constitute Additional Payments in Lieu of Production); (e) without li?nitation of the generality of the foregoing, any rights and interests of Mortgagor under any present or future hedge or swap agreements, cap, floor, collar, exchange, forward or other hedge or protection agreements or transactions relating to crude oil, 021409 000025 DALLAS (I 715112.3) : 3 [KEY] natural gas or other hydrocarbon~s, or any option with respect to any such agreement or transaction now existing orinere~er entered into bs, or on behalf of Mortgagor; (f) all g~olog~cal, geophysical, engineering, accounting, title, legal, and other technical or business data concerning the Additional Mortgaged Properties, the Additional Production or any other item of Additional Property (as hereinafter defined) which are now or hereafter in the possession c f Mortgagor or in which Mortgagor can otherwise grant a security interest, and all books, files( records, magnetic media, and other forms of recording or obtaining access to such data; (g) all money docUments, instruments, chattel paper, securities, accounts or general intangibles arising from Or by virtue of any transaction (regardless of whether such transaction occurred on or before or after the date hereof) related to the Additional Mortgaged Properties, the Additional Production or any other item of Additional Property (all of the properties, rights and interests described in subsections (a), (b), (c), (d), (e) and (f) above and this subsection (g) being herein ilom~times collectively called the "Additional Collateral"); and (h) all proceeds of the Additional Collateral, whether such proceeds or payments are goods, money, documents, instruments, chattel paper, securities, accounts, general intangibles, fixtures, real/immovable property, personal/movable property or other assets (the Additional Mortgaged Properties, the Additional Collateral and the proceeds 6f the Additional Collateral being herein sometimes collectively called the "Additional Property"). 3. Ass. ignment of Production. Mortgagor does hereby absolutely and unconditionally assign, tramffer and set over to Agent all Additional Production which accrues to Mortgagor's interest in the Additional Mortgaged Properties, all proceeds of such Additional Production and all Additiomd Payments in Lieu of Production (herein collectively referred to as the "Additional Production ?rocceds"), together with the immediate and continuing right to collect and receive such Additional Production Proceeds. Mortgagor directs and instructs any and all purchasers of any Additional Production to pay to Agent ail of the Additional Production Proceeds accruing to Mortgagor's interest until such time as such purchasers have been furnished with evidence that all secure:d indebtedness has been paid and that the Mortgage has been released. Mortgagor agrees that no purchasers of the Additional Production shall have any resPonsibility for the applic:.ztion', of any funds paid to Agent. 4. Sutmlement ?:o Mbrtgage Exhibits. Exhibit A to the Original Mortgage is hereby supplemented and amended by a~dding thereto Exhibit A to this Fifth Supplement. All references in the Mortgage to "Exhibit A" (including, without limitation, references to Exhibit A used in the definition of the term "Mortgaged Properties" set forth in the Original Mortgage) shall refer Collectively to Exhibit A to ~e Original Mortgage and to Exhibit A to this Fifth Supplement. Schedule I to the Original Mortgage is hereby supplemented and amended by adding thereto Schedule I to this Fifth Supplement. All references in the Mortgage to "Schedule I" shall refer collectively to Schedule Itc the Original Mortgage and to Schedule I to this Fifth Supplement. Any representations or warranties of Mortgagor made in the Original Mortgage with respect to the Mortgaged Properties si}all also apply to the Additional Mortgaged Properties. 5. Definitions. ~Henceforth, all references to the "Mortgaged Properties" contained in the Mortgage shall include not only those properties which were included in such definition prior tothe execution of this Fifth Supplement but also the Additional Mortgaged Properties, and, henceforth, all references to. the "Deed of Trust Mortgaged Properties" contained in the Mortgage shall include not only those properties which were included in such definition prior to the execution of this Fifth Supplement but also the Additional Deed of Trust Mortgaged Properties, and, henceforth, all r~ferences to the "Other Mortgaged Properties" contained in the Mortgage shall include not only those properties which were included in such definition prior to the execution of this Fifth Supplement but also the Additional Other Mortgaged Properties. Henceforth, all references to the '"Collateral," "the proceeds of the Collateral", the "Production", "Payments in Lieu of Production", and "Production Proceeds" contained in the Mortgage, shall include not only those propertieg, fights, interests, collateral and proceeds which were included within the scope of such terms prior to the execution of this Fifth Supplement but also the Additional Collateral, the p!oceeds of the Additional Collateral, the Additional Production, the Additional Payments in Lie, a of Production and the Additional Production proceeds. Henceforth 021409 000025 DALLAS (1715112.3) 4 [KEY] all references to the "Prope~,ty" cgntained in the Mortgage, shall inclUde not only those properties, rights, interests, collateral and proceeds which were included in such definition prior to the execution of this Fifth Supplement but also the Additional Property. 6. Effect of Su[~plement. Except as expressly amended hereby, the Original Mortgage shall remain in full force and effect. Nothing in this Fifth Supplement releases any right, claim, lien, security ir, terests or entitlement of Agent created by or contained in the Original Mortgage or releases Mortgagor from any covenant, warranty or obligation created by or contained in the Original. Morlgage. To the fullest extent permitted bY applicable law, this Fifth Supplement is intende:l by lhe parties to have, and shall have, the same dignity and priority as the Original Mortgage as'originally recorded. 7. Scope of S .u. pplement. This Fifth Supplement represents a supplemental deed of mast and mortgage of both real and personal property, a supplemental security agreement, a supplemental assignment, azad a Supplemental financing statement, and also covers proceeds and fixtures. 8. Effective as ~inancing Statement. This Fifth Supplement shall be effective as a financing statement (i) filed as a fixture filing with respect to all fixtures included within the Additional Property, (ii) covering as-extracted collateral with respect to all as-extracted collateral included within the Additional Property (including, without limitation, all oil, gas, other minerals and other substances of value which may be extracted from the earth and all accounts arising out of the sale at the wellhead o,r minehead thereof), and (iii) covering all other Additional Property. This Fifth Supplement is to be flied for record in the real/immovable property records of each county/parish where any part of the Additional Mortgaged Properties is situated or which lies shoreward of any Additional Mortgaged Property (i.e., to the extent a Mortgaged Property lies offshore within the projected seaward extension of the relevant county/parish boundaries), and may also be filed in the offices o~the Bureau of Land Management or the Minerals Management Service, the General Land Office or any relevant federal, state, local or tribal agency (or any successor agencies). The re, ailing address of Mortgagor is the address of Mortgagor set forth at the end of this Fifth Supplement and the address of Agent from which information concerning the security interests hereur'.der may be obtained is the address of Agent set forth at the end of this Fifth Supplement. Not~fing contained in this paragraph shall be construed to limit the scope of this Fifth Supplement no: its effectiveness as a financing statement covering any type of Property. 9. Authorization to File. Without limiting any other provision herein, Mortgagor hereby authorizes Agent to 'file, in any filing or recording office, one or more financing statements and any renewal or continuation statements thereof, describing the Additional Property. 10. Counterpart. r. Th~s instrument may be executed in several counterparts, all of which are identical, except that, ~'o facilitate recordation, (i) certain counterparts hereof may include only that portion of Exhibit A hereto that contains descriptions of properties located in (or otherwise subject to the requirements and/or protections of the recording or filing acts or regulations of) the recordin~ jurisdiction in which a particular counterpart is to be recorded, and other portions of Exhibit A hereto shall be included in such counterparts by reference only, and (ii) certain counterparts hereof may include (as Attachment 1) portions of Exhibit A to the Original Mortgage which contain descriptions of properties located in (or otherwise subject to the requirements and/or protections of the recording or filing acts or regulations of) the recording jurisdiction in which the particular counterpart is to be recorded. Counterparts of this Instrument to be filed in the State of North Dakota have attached thereto, as Schedule II, a more extensive statement of the interest. All of such counterparts together shall constitute one and the same instrument. Complete copies of this instrument, containing the entire Exhibit A, have been retained by Mortgagor and Agent. Counterparts of this instrument to be filed in jurisdictions where the Original Mortgage was not originally filed may have attached thereto a mae and correct copy of the Original Mortgage, without exhibits, for reference purposes. 11. Ratification Rec6nfirmation. The Mortgage is hereby ratified, adopted, confirmed, and renewed. PJl representations, warranties and covenants of Mortgagor in the Original Mortgage are here-ay repeated, remade and incorporated herein by this reference for the 021409 000025 DALLAS (1715112.3) 5 [K~¥1 benefit of Agent on and as of the date hereof, except to the extent changed by the transactions contemplated by this Fifth SupPlement. 12. Successors m. td Assign.s.. The terms, Provisions, covenants and cOnditions hereof shall be binding upon Mortgagor;and the successors and assigns of Mortgagor, and shall inure to the benefit of Agent and its Ouccessors and assigns. All references in this instrument to Mortgagor or Agent shall be deeraed to include all such successors and assigns. 13. Appearance, ~Resoiutions. For purposes of Louisiana law, including but not limited to the availability of exec'iatory process, Mortgagor has appeared on the dates specified below before the undersigned Notary Public and witnesses in order to execute this Mortgage. Mortgagor attached as Annex Itci counterparts hereof being recorded in Louisiana certified resolutions of its Board of Directors authorizing the execution and deliver of this Mortgage. [Th': resl of this page is left intentionally blank]. 6 021409 000025 DALLAS (1715112.3~ IIZI~V1 THUS DONE AND PASSED THIs IQ'" dayof J~0_.c[ , 2004 in my Presence and in the presence of the undersigned competent witnesses who'hereunto sign their names with Agent and me, Notary, after reading of the whole2 WITNESSES: MORTGAGOR: KEY PRODUCTION COMPANY, INC., dba Key Energy of Colorado, Inc. in the State of Texas f'~ Paul~Korus / ~ Vice President and Chief Financial Officer I ' NANCY BLUMLEIN ~ NOTARY PUBLIC · ~ STA~ TE O~F COLORA O~J My Comrmsslon E×p~res 1210512006 The address of Mortgagor i~: Key Production Company, Inc. 707 Seventeenth Street Suite 3300 Denver, Colorado 80202 (City and County of Denver) Tax Identification No.84-1089744 The address of Agentis: , Bank One, NA 1717 Main Street MC TX 1-2448 Dallas, Texas 75201 Attention: J. Scott Fowler Tax Identification No. 36-0899825 When Recorded or Filed Return to: Thompson & Knight L.L.P~ 1700 Pacific Avenue, Suite 3300 Dallas, Texas 75201 Attention: Diane Reid Telephone No. 214-969-1700 This Document Prepared by: Dorothy H. Bjorck Thompson & Knight, L.L.P. 1700 Pacific Avenue, Suite 3300 Dallas, Texas 75201 Telephone No. 214-969-1700 021409 000025 DALLAS (1715112.]) [KEY] MORTGAGOR'S ACKNOWLEDGMENT STATE OF COLORADO § CITY AND COUNTY OF DENVER § BE IT REMEMBERED THAT I, the undersigned authority, a notary public duly qualified, commissioned, sworn iand acting in and for the county and state aforesaid, and being authorized in such county and state to take acknowledgments, hereby certify that, on this I%'~ day of t~ 0.~ ,2004 there personally appeared before me: Paul Korus, the Vice President and'Chief Financial Officer of Key Production Company, Inc., a Delaware corporation dba Key EnergY of Colorado, Inc. in the State of Texas, known to me to be such officer, such corporation being a party to the foregoing instrument, and that: COLORADO, KANSAS, NEW MEXiCO, NORTH DAKOTA, OKLAHOMA And TEXAS The foregoing instrument was acknowledged before me, by such per.,:'on, as the above designated officer of Key Production Company, Inc. (dba Key Energy of Colorado, Inc. in the State of Texas), on behalf of said corporation, on this d:ty. CALIFORNIA LOUISIANA MISSISSIPPI UTAH On thJis day before, the undersigned, a Notary Public in and for the State cf Colorado, personally appeared Paul KorUs personally know~ to me to be the person whose name is subscribed to the within instrument, and acknowledged to me that he ex ecuted the same in his autho!'ized capacity and that by his signature on the instrument, the ptrson or the entity upon behalf of which the person acted, executed Such instrument On this date before me the undersigned authority, personally came and ap.peared such person, to be personally known and known by me to be the person whose genuine signature is affixed to the foreg6ing document as the above designated officer of Key Production Company, Inc., who signed said document before me in the presence of the two witnesses, whose names are thereto subsc':ibed as such, being competent witnesses, and who acknowledged, in my presence and in the presence of such witnesses, that such person signed the above and foregoing document as such person's own free act and deed on behalf of such corpo/-ation by authority of its board of directors and as the free act and deed of such Personally appeared before me, the undersigned authority in and for said count-./ and state, within my jurisdiction, the within named person, who ackncwledged to me that such person is the above designated officer of Key I"roduction Company, Inc. and that such person signed and delivered the fecegoing instrument of writing on the day and year therein mentioned for an'd on behalf of said corporation and as its official act and deed, being duly outhcrized to do so. On th.is' day, personally appeared before me such person, who being by me duly ~;worn, did say that such person is the above designated officer of Key ..,Production Company, Inc. and that said instrument was signed on 021409.000025 DALLAS (1715112.1) behalf of said corporation by authority of its by laws and said person acknowledged to me that said corporation executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and official seal in the City and County of Denver, on the dsy and year first above written. My commission expires: [SEAL] NOTARY PUBFIC · STATE ~I~ C.0.L_O_R_A~ My Commission Expires 12/05/2006 NOTAR~ PUBLIC, State of Colorado (printed n~ame) 021409.000025 DALLAS (1715112.1) SCI-W~DULE A RECORDING INFORMATION -336 Key Original Mortgage: Deed of Trust, Mortgage, Line of Credit Mortgage, Assignment, Securit3 Agreement, Fixture Filing and Financing Statement from Key Production Company, Inc. (dba Key Energy of Colorado, Inc. in the State of Texas) to Marcia Bateman Tru:';tee and Bank of America, N.A., as Agent, dated November 12, 1999. ,,Recording Jurisdiction Recording Data Glenn County, CA , Document # 1999-6338, recorded 12/2/99 Sutter County, CA Document #199917956, Recorded 11/17/99 Tehama County, CA' Bent County, CO Dolores County CO Montezuma County, CO Iberville Parish, LA Lafayette Parish, LA' LaFourche Parish, LA Document #016193, Book 1913, Page 021, recorded 11/17/99 Document # 19991535, Filed 11/16/99 Document # 141699, Filed 11/17/99 Document #484295, Filed 11/16/99 Mortgage Book 336, Entry 21, Instrument 6571 Filed 11/16/99 File #0099-047380, Filed 11/16/99 Mortgage Book 831, Folio 722, Entry #862970, Recorded 11/16/99 Plaquemines Parish, LA (OCS) Terrebonne Parish, I_-A Vermilion Parish, La M.O.B. 298, Folio 735, Recorded 11/16/99 Document # 1059646, Recorded 11/18/99 Document #9912343, Recorded 11/16/99 Minerals Management Service, New Orleans, LA Jefferson Davis County, MS Jones County, MS Receipted 11/16/99, OCS Filing #G04481 #9904320, Book 455, Page 599, Recorded 11/16/99 Book 1224, Page 318, Recorded 11/16/99 Lawrence County, MS Book 364, Page 607 Recorded 11/16/99 021409.000025 DALLAS (1715112.1) [KEV] 't Recording ,,Jur,isdic!ion San Juan County, NM Billings County, ND Beckham County, OK Caddo County, OK Custer County, OK Recording Data #9919142, Book 1292, page 260, Recorded 11/16/99 Vol. 088 of MB, Page 03, Recorded 11/16/99 Book 1621, Page 128, Recorded 11/16/99 Book 2262, Page 492-571, Document #9908461, Filed 11/16/99 Book 1085, Page 792 Filed 11/16/99 Ellis County, OK Book 633, Page 890-943, Recorded 11/16/99 Grady County, OK Roger Mills County, OK Texas County, OK Book 3156, Page 507, Recorded 11/16/99 Document #5559, Volume 1597, Page 339, Filed 11/18/99 #648721, Book 1000, Page 763, Filed 11/16/99 Washita County, OK Book 897, Page 1-43 Filed 11/16/99 DeWitt County, TX Hardeman County, Harrison County, TX Vol. 64, Page 796 Filed 11/16/99 File #36225, Vol. 378, Page 763, recorded 11/17/99 Doc #011913, Book 2335, Page 170 Recorded 11/26/01 Lipscomb County, ~X Panola County, TX Wharton County, TX Vol. 0388, Page 032, Recorded 11/16/99 File #59994, Volume 1077, Page 259, Recorded 11/16/99 Document # 199756 Vol. 344, Page 241, Recorded 11/16/99 Wheeler County, TX Vol. 109, Page 560, Recorded 11/16/99 Wilbarger County, TX Entry//079543, Vol. 508, Page 798 Filed 11/16/99 Duchesne County, U T Entry #337726 Book A0322, Page 508 Recorded 11/16/99 021409.000025 DALLAS (1715112.3) ::, Reeordin~ Jurisdiction Campbell County, WY Reeordinl~ Data Document #755005 Book of Photos 1573, Page 1-57, Filed 11/16/99 Carbon County, WY Converse County, WY Crook County, WY Document #887279, Recorded 11/16/99 Document #861266, Book 1153, Page 408 Filed 11/16/99 Document #542970, Book 371, Page 587-629, Recorded 11/16/99 Freemont County, WY Johnson County~ Wi' Lincoln County, WY Niobrara County, WY S weetwater County, WY Document #1206415, Recorded 11/16/99 Document #076189 Book 279, Page 650-692 Recorded 11/16/99 Document #862631, Book 438, Page 346, Recorded 11/17/99 Document #368712, Book 400, Page 577, recorded 11/16/99 #1300986, Book 919, Page 1041, recorded 11/16/99 Uinta County, WY Entry #R94546, Book 725, Page 187, recorded 11/16/99 First Supplement to Key Mortgage: First Supplement and Amendment to Deed of Trust, Mortgage, Line of Credit Mortgage, Assignment, Security Agreement, Fixture Filing and Financing' Statement from Key Production Company, Inc. (dba Key Energy of Colorado, Inc. in lhe State of Texas) to Marcia Bateman, Trustee (Non-Utah), First · American Title Company of Utah, Trustee (Utah), and Bank of America, N.A., as Agent, dated August 6, 200 [. Recording Jurisdic:~ion Recordin~ Data Glenn County, CA File No. 2001-6893, Recorded 12/10/01 Tehama County, CA File #015953, Book 2086 Page 017, recorded 11/7/01 Bent County, CO, File #20011325 Recorded 10/31/01 Kiowa County, CO File #259341, Book 431, Page 688, Recorded 11/01/01 Cameron Parish, LA File #272887 Mortgage Book 264, Conveyance Book 939 Filed 11/2/2001 Iberville Parish, Mortgage Book 362, Entry 198, Recorded 10/31/01 021409.000025 DALLAS (1715112.3) Reeordine Jurisdieiion Plaquemines Parish, LA Terreborme Parish, LA Vermillion Parish, LA Covington County, MS Jefferson Davis Cotraty, MS Jones County, MS Lawrence County, MS Pike County, MS San Juan County, Nld Billings County, ND McKenzie County, ND Beckham County, OK Caddo County, ,OK Custer County, OK Ellis County, OK Grady County, OK Harper County, OK Roger Mills County:' OK Texas County, OK Washita County, OK 021~109.000025 DALLAS (1715112.3) ..... 039 Reeordine Data M.O.B. 325, Folio 728 Recorded 11/16/01 File #1106982, Book 1400 Recorded 10/30/01 File #20112029 Recorded 11/12/01 Book 510, Page 028 Recorded 11/01/01 File #0104100, Book 470 Page 1, Recorded 11/6/01 Book 1310, Page 468 Recorded 10/31/01 Book 134, Page 275 Recorded 10/31/01 File #143851, Vol. 204 Page 711, Recorded 10/31/01 File #200117379, Book 1331, Page 338, Recorded 10/30/01 File #117624, Book 90, Page 607, Recorded 10/30/01 File #340792 Recorded 10/30/01 File #07915, Book 1714 Page 0323, Filed 10/30/01 File #008649, Book 2365 Page 1, Recorded 10/30/01 File #6566, Book 1149, Page 843, Recorded 11/12/01 File #6502, Book 659, Page 499-546, Recorded 11/14/01 File #15091, Book 3329 Page 343, Rec6rded 11/15/01 Book 568, Page 739 Recorded 11/13/01 Document #2001-5696 Volume 1660, Page 69, Recorded 11/7/01 File #659312, Book 1039, Page 503, Recorded 10/31/01 File No. 5440, Book 931, Page 244- 276, Recorded 10/31/01 0 00g04 Recording Jurisdiction Harding County, SD Brazoria County, TX' '.. '--' o 4 0 Recording Data File #01-802, Book 101, page 1-83, Recorded 11/01/01 File #01-049319 Recorded 10/31/01 Burleson County, TX Dawson County, TX Ector County, TX Hardeman County, TX Harrison County, TX Hemphill County, TX File #4275, Book 558, Page 217, Recorded 10/31/01 File #2709, Vol. 253, Page 591, Recorded-10/31/01 File #13729, Vol. 1622, Page 0565, Recorded 11/6/01 File #39026, Book 392, Page 324, Recorded 11/7/2001 Document # 1012896 Vol. 2348, Page 156 Recorded 12/19/01 File #033688 Vol. 541, Page 000163 Recorded 10/31/01 Live Oak County, TX Panola County, TX Reagan County, TX Terry County, TX Wharton County, TX Winkler County, TX Yoakum County, TX Zavala County, TX Campbell County, WY Carbon County, WY : Converse County, WY File #00153430 Vol. 404, Page 171 Recorded 10/31/01 File #73481 Vol. 1133, Page 698 Recorded 10/31/01 File #93280 Vol. 31, Page 35 Recorded 10/31/01 File No. 220942, Vol. 669 Page 109, Recorded 10/31/01 File #218894, Vol. 432, Page 278, Recorded 10/31/01 File #B70'030, Vol. 485, Page 235, Recorded 10/31/01 File #218359, Vol. 225, Page 1, Recorded 10/31/01 File #067791, Vol. 112, . Pgs 110-182, Recorded 11/01/01 File #786360, Book 1706, Pages 142-187, Recorded 11/5/01 File #0896739, Book 1011 Page 0056, Recorded 11/26/01 File #878061, Book 1187 Page 0177, Recorded 11/06/01 021409J000025 DALLAS (1715112.3) Recording JUriSdiction Crook County, WY Recording .Data File #553478, Book 388, Page 177-209, Recorded 11/5/01 . Sweetwater CoUnty, WY File #1346920, Book 0944 Page 0709, Recorded 10/31/01 o Assignment of Liens: Assignment of Liens and Second Amendment to Deed of Trust, Mortgage, Line of C::edit Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement' from Cimarex Energy Co., a Delaware corporation, successor by merger with Key Production Company, Inc., which merged with and into Mountain Acquisition Co., a wholly owned subsidiary of Cimarex Energy Co., from Bank of America, N.A., original Lender Agent to Bank One, N.A. new Agent. Recording Jurisdiction Recording Data Glenn County, California Document #2002-6221 Recorded 11/07/02 Sutter County, California Document #2002-0022975 Recorded 1 t/07/02 Tehama County, California Document #019528 Book 2210, Page 452 Recorded 10/17/02 Bent County Colorado Dolores County, Colorad~ Document#20021538 Recorded 10/16/02 Document#00145311 Book 316, Page 419 Recorded 10/17/2002 Kiowa CoUnty, Colorado Document #260524 Book 434, Page 433 Recorded 10/16/2002 Montezuma CoUnty, Colorado Document #507726 Recorded 10/16/2002 Cameron Parish, Lo, fisiana File No. 277985 Mortgage Book 273 Recorded 10/18/2002 Iberville Parish, Louisiana Instrument #23978 Mortgage Book 376, Entry 128 Recorded 10/16/2002 Lafayette Parish, Louisiana File No. 02-047883 Recorded 10/16/2002 LaFouche Parish, Louisiana Plaquemines Parish, Lou,.siana Terrebonne Parish, Louisiana Book ll2, Folio 823 Entry#924318 Recorded 10/16/2002 Entry#02006315 MOB 347, Page 667 Recorded 10/18/2002 MOB Book 1486 Entry#II30686 Recorded 10/16/2002 021409.000025 DALLAS (1715112.3) Recording JUrisdiction Vermilion Parish, Louisiana Minerals Management Se~ice New Orleans Covington County, Mississippi Jefferson Davis County, Mississippi Jones County, Mississippi Lawrence County, Mississippi Pike County, Mississippi San Juan County, New Mexico Billings County, North Dakota McKenzie County, North Dakota Beckham County, Oklahoma Caddo County, Oklahoma Custer County, Oklahoma Ellis County, Oklahcma Grady County, Oklahoma Harper County, Oklahoma Roger Mills County, Oklahoma 021409.000025 DALLAS (1715112.3) Recording Data Document #20212169 Recorded 10/16/2002 OCS Filing #G04481 Receipted 10/22/2002 Book 526, Page 193 Recorded 10/16/2002 Document #203997 Book 478, Page 254 Recorded 10/16/2002 DT Book 1363, Page 570 Recorded 10/16/2002 Book 390, Page 31 Recorded 10/18/2002 Document #153352 Book 641, Page 954 Recorded 10/16/2002 Document #200217665 Book 1350, Page 1033 Recorded 10/16/2002 Document #118888 Mortgage Book 92, Page 361 Recorded 10/16/2002 Microfilm Document #343324 Recorded 10/16/2002 File #07714 Book 1753, Page 0473 Recorded 10/16/2002 File #2002-7906 Book 2414, Page 404 Recorded 10/16/2002 File #6128 Book 1181, Page 516 Recorded. 10/16/2002 File #9605 Book 67!, Page 736 Recorded 10/16/2002 File #13932 Book 3420, Page 174 Recorded 10/16/2002 Book 577, Page 614 Recorded 10/16/2002 Document #2002-4012 Volume 1691, Page 267 Recorded 10/16/2002 Recording Jurisdiction Texas County, Oklahoma, Washita County, Ok;~ahoma Harding County, South Dakota Brazoria County, Texas Burleson County, Texas Dawson County, Texas DeWitt County, Tex~s Ector County, Texas Hardeman County, Texas Harrison County, TeXas Hemphill County, Texas Lipscomb County, Texas Live Oak County, Texas Panola County, Texas Reagan County, Texas Terry County, Texas Recordinfl Data Document #2002-664699 Book 1059, Page 469 Recorded 10/16/2002 File #4750 Book 949, Page 411 Recorded 10/16/2002 File #02-815 Book O&G 102, Page 77 Recorded 10/16/2002 Document #02 053625 Recorded 10/16/2002 Document #0004356 Book 584, Page 660 Recorded 10/18/2002 Document #2500 Volume 513, Page 181 Recorded 10/16/2002 Document #29673 Volume 118, Page 262 Recorded 10/16/2002 Document # 13987 Volume 1694, Page 215 Recorded 10/16/2002 File #40237 Volume 398, Page 170 Recorded 10/16/2002 Document #2011135 Book OR, Volume 2503, Page 20 Recorded 10/16/2002 Document #035408 Volume 551, Page 659 Recorded 10/16/02 Volume 0406, Page 374 Recorded 10/16/2002 Document #00157117 Volume 421, Page 221 Recorded 10/16/2002 Document #80745 Volume 1165, Page 342 Recorded 10/16/2002 Document #94974 Volume 46, Page 965 Recorded 10/16/2002 Document #223669 Volume 681, Page 885 Recorded 10/16/2002 021409.00002.5 DALLAS (1715112.3) Re,cording Jurisdiction Wharton County, Texas Wheeler County, Texas Wilbarger County, Texas Winkler County, Texas Yoakum County, Texas Zavala County, Texas Duchesne County, Utah Campbell County, Wyoming Carbon County, Wyoming Converse County, Wyoming Crook County, Wyoming Freemont County, Wyoming Johnson County, Wyoming Lincoln County, Wylomirg Niobrara County, Wyoming Sweetwater County, Wyoming 021409.000025 DALLAS (I ? 15112.3) ~::~5~ ;~ .! : Recordin~ Data Document #227766 Volume 477, Page 137 Recorded 10/16/2002 Document #06545 Volume 499, Page 919 Recorded 10/16/2002 Document #087475 Volume 538, Page 231 Recorded 10/16/2002 File #B71876 Volume 495, Page 164 Recorded 10/16/2002 Document #220678 Volume 236, Page 156 Recorded 10/16/2002 Document #069337 Volume 114, Page 597 Recorded 10/16/2002 Entry #357473 Book M299, Page 756 Recorded 10/16/2002 File #80485 Book 1803, Page 336 Recorded 10/17/2002 Document #0900747 Book 1026, Page 0133 Recorded 10/17/2002 Document #887426 Book 1205, Page 816 Recorded 10/22/2002 Document #559010 Book 399 Photos, Page 359 Recorded 10/17/2002 Document #2002-1235068 Recorded 10/17/2002 Document #007666 Book 293 of Mining, Page 49 Recorded 10/16/2002 Document #884874 Book 502, Page 093 Recorded 10/17/2002 Document #378805 Book 411, Page 0007 Recorded 10/17/2002 Document #1371336 Book 0961, Page 1669 Recorded 10/16/2002 Recording Jurisdiction · Recordin~ Data Uinta County, Wyoming Entry #109812 Book 782, Page 195 Recorded 10/18/2002 Third Supplement to Key Mortgage: Third Supplement to Deed of Trust, Mortgage, Line of Credit Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement from Key Production Company, Inc., to Bank One, NA, dated effective January 1, 2003. Recording Jurisdiction Recordint, Data Glenn County, Calii?~mia Document #2003-1110 Recorded 2/20/2003 Vermilion Parish, Louisitma Document #20300892 Recorded 1/23/03 Covington County, Mississippi Book 531, Page 180 Recorded 1/23/03 Jefferson Davis County, Mississippi Document #0300185 Book 480, Page 297 Recorded 1/23/03 Bec 'kham County, Oklahoma Document # 1-2003-000617 Book 1762, Page 240 Recorded 1/23/03 Caddo County, Oklahoma Custer County, Oklehoma Document #2003 635 Book 2428, Page 691 Recorded 1/23/03 Document # 1-2003-000443 Book 1191, Page 513 Recorded 1/23/03 Ellis County, Oklahoma Grady County, Oklahoma Roger Mills County, Oklahoma Texas County, Oklahoma Washita County, Oklahmna Woods County, Oklahoma File # 579 Book 675, Page 373 Recorded 1/24/03 Document #1553 Book 3455, Page 405 Recorded 1/31/03 Document # 1-2003-000293 Book 1699, Page 116 Recorded 1/23/03 Document #2003-666257 Book 1065, Page 760 Recorded 1/23/03 Document #376 Book 954, Page 730 Recorded 1/24/03 Document #191 Book 951, Page 142 Recorded 1/23/03 Brazoria County, Texas Document #03 004573 Recorded 1/23/03 021409.000025 DALLAS ( 1715112.3) Recording Jurisdiction DeWitt County, Texag Hardeman County, T~xas Hemphill County, Texas Panola County, Texas, Recording Data Document #30928 Book 123, Page 480 Recorded 1/23/03 File 1140626 Book #399, Page 897 Recorded 1/23/03 Document t/035927 Book 554, Page 000494 Recorded 1/23/03 Document #82675 Book 1173, Page 501 Recorded 1/23/03 Zapata County, Texas. Campbell County, WTomi:ag Carbon County, Wyo:ning Document #127997 Book 681, Page 860 Recorded 1/23/03 File #809886 Book 1834, Page 426-460 Recorded 1/27/2003 Document #0901949 Book 1031, Page 0135 Recorded 1/23/03 Converse County, Wyoming Document #889725 Book 1213, Page 0073 Recorded 1/27/03 Fremont County, Wyoming Document 112003-1238089 Recorded'2/3/03 Fourth Supplement to Key Mortgage: Fourth Supplement do Deed of Trust, Mortgage, Line of Credit Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement from Key Production Company, Inc. (dba Key Energy of Colorado, Inc. in the, State of Texas) to Marcia Bateman; Trustee (Non-Utah), First American Title Company of Utah, Trustee (Utah) and Bank of America, N.A., as Agent, dated effective September 1, 2003. Recording Jurisdiction Recording Data Roger Mills County, Oklahoma Document # 1-2003-004683 Book 1722, Page 428 Recorded 9/17/03 Washita County, Oklahoma Hardeman County, Texas Document #4940 Book 969, Page 790 Recorded 9/12/03 Document #41741 Book 405, Page 31 Recorded 9/19/03 021409.000025 DALLAS (1715112.3) SCHEDULE I Key Production Company, Inc. gTATE COUNTY PROPERTY NAME WI NIH ~CA COLUSA LADY RAIDERS #1-8 0.7500 0.5716 CA COLUSA SCARLET KNIGHTS #1-32 1.0000 0.7500 .CA COLUSA SCARLET KNIGHTS #1-32(BP) 1.0000 0.7500 CA GLENN WILLOWS #48-7 0.2000 0.1703 CO GARFIELD MV #18-32 (DUAL COMPLETION) 0.0000 0.0376 CO MONTEZUMA CUTT:-IROAT UNIT PlA A 0.0000 0.0050 CO MONTEZUMA CUTTHROAT UNIT PlA B 0.0000 0.0011 CO RIO BLANCO DRAGON TRAIL UNIT 0.0000 0.0017 KS ELLIS WEST BRAUN LEASE 0.9219 0.7883 KS GRANT t<:.ING,, ROY #1-22 0.0000 0.0311 KS GREELEY BYERLY #2 1.0000 0.8086 KS . GREELEY GIBSON #2 1.0000 0.8437 KS KEARNY EEYMER #F-1 0.0000 0.0305 KS KEARNY E, EYMER #F-2 0.0000 0.0305 KS KEARNY :_,EYM ER #F-3 0.0000 0.0305 KS ROOKS- GOTTSHALK LEASE 0.0000 0.1094 LA CADDO HATL'GASOLINE CO OF LA #1-16 0.1464 0.1098 LA CADDO NATL GASOLINE CO OF LA #1-16 ( 011464 0.1098 LA CADDO NATL GASOLINE CO OF LA #1-16 ( 0.1464 0.1098 LA DESOTO . OOLVIN-CRANER #1 0.1348 0.0885 LA DESOTO COLVIN-CRANER #1 (BP) 0.1348 0.0885 LA IBERVlLLE S.L. 2024 #2-A GASCAP 0.0837 0.0540 LA JACKSON TERRY EWING #1 (BP) ~ 0.3700 0.2775 LA ST. MARTIN WILLIAMS #4 0.0316 0.0210 LA TERREBONNE DORIS HUNTER #1 0.0000 0.0154 LA TERREBONNE GILBERT #3 0.0862 0.0665 LA TERREBONNE JAMES ANTILL #1 (APACHE) 0.0862 0.0665 LA TERREB©NNE [.L&E #1 0.3750 0.2700 LA WEBSTER WEBSTER PACE #1-31 0.1868 0.1438 MS COVINGTON JACKiE EVERETT #1 0.3721 0.2812 MS · JEFFERSON DA IMI 32-14 #1 0.2140 0.1551 MS JEFFERSON DA UNIT 6~2 #1 (PCOM) 0.0483 0.0372 ND BILLINGS -':ED [:RANKS #33-2 0.0000 0.0300 ND BILLINGS ::EDERAL' #2-14 0.0469 0.0397 ND BILLINGS FEDERAL #2-15 0.0469 0.0567 ND BILLINGS I!:EDERAL DL #1 0.0000 0.0225 ND BILLINGS FEDERAL DM #1 0.0000 0.0114 ND BILLINGS FEDERAL DM #2 0.0000 0.0114 ND BILLINGS RAUCH SHAPIRO #22-9R 0.0530 0.0429 ND BILLINGS US #3-22 0.0000 0.0237 1733327 1.XLS Page 1 ti iKey Production ComPany, Inc. STATE COUNTY PROPERTY NAME WI NIH ND DUNN SKACHENKO A #1-30 0.0194 0.0164 ND GOLDEN VALLE AMEP'ADA FED #32-22 0.0000 0.0125 ND WILLIAMS SCHMIDT #8-30 0.0646 0.0530 ND WILLIAMS SKARDERUD #10-7 0.0355 0.0302 ND WILLIAMS -,:EMPLE S.WINNIPEGOSIS UNIT-PRI 0.0181 0.0154 NM EDDY ELIzoNDo FED A'#3' 0.0000 0.0262 NM LEA POGO EBR FED #1 0.0000 0.0500 NM RIO ARRIBA CARPACAS CANYON UNIT - PART.AR 0.0000 0.0055 NM RIO ARRIBA CARRACAS CANYON UNIT - PART.AR 0.0000 0.0213 NM ROOSEVELT -EDERAL 28 COM #1 0.0000 0.0250 NM SAN JUAN ERIN STAYS COM #1 & #1E 0.0000 0.0300 OK ~3EAVER .TERRELL #1 (BOG) 0.2500 011906 OK BECKHAM GREGORY #1~29 0.0048 0.0037 OK BECKHAM HUTSON #1~3 (pcOM) 0.4473 0.3527 OK BECKHAM MIKLES #2-10 (PCOM) 0.0852 0.0703 OK BECKHAM N1QRSE B #1-14 ' 0.0356 0.0297 OK BECKHAM MORSE B #1-14 (BP) 0.0356 0.0326 Ok BECKHAM O'HA'RA #3-8 0.0150 0.0145 OK BECKHAM REA ~t1-15 0.0355 0.0311 OK BECKHAM THORNTON #4-30 0.3026 0.2401 OK BECKHAM WALLACE #5-18 0.0922 0.0781 OK CADDO BROWN #1-28 0.2500 0.2066 OK CADDO BROWN #1-28 (BP) 0.2435 0.2041 O.K CADDO (,;LIFT #2-'~ 1 0.0136 0.0104 OK' iCADDO CLIFn,-#2-11 (BP) 0.0136 0.0104 OK cADDO j, ACKSON, BLANCHE #1-13 0.0088 0.0071 OK CADDO 1,3DWELL-BROWN #1-25 0.0185 0.0153 OK CADDO MANNING #1-25 0.0136 0.0i 13 OK CADDO SCHOOL LAND #5-16 (BP1) 0.1000 0.0813 'OK CADDO SCHOOL LAND #5-16 (BP2) 0.1000 0.0812 OK CADDO SCHOOL LAND #5-16 (BP3) 0.1000 0.0812 OK CADDO SMITH, J. E. #26-3 0.0208 0.0169 OK CADDO STOWE #1-9 (BRITT/BOAT) 0.0098 0.0081 OK CADDO TROGDEN #2-9 0.0394 0.0303 OK CADDO WES'r VERDEN HOXBAR UNIT 0.0082 0.0062 OK CADDO ZEISF_T #1-36 0.0071 0.0049 OK CADDO ZEISET #1-36 (BP) 0.0071 0.0049 OK CADDO ZEISET #2~36 (BP) 0.0071 0,0049 OK CUSTER DERBY #1-13 0.0146 0.0119 OK CUSTER [)UNN #1-22 0.0445 0.0325 1733327 1.XLS ;;¢'¢5¢:..: ~, Page 2 SCHEDULE 1 !Key Production Company, Inc. STATE coUNTy ': ~ PROPERTY NAME WI NRI OK CUSTER DUNN #2-22 0.0445 0.0338 OK CUSTER E:LLIOTT #1-16 0.0311 0.0241 OK CUSTER J ,R. #2-20 0.0496 0.0369 OK CUSTER J,_O #4-22 0.5659 0.4148 OK ,CUSTER McCONNELL #1-34 (BP) 0.0483 0.0382 OK CUSTER McCQNNELL #2-34 0.0086 0.0069 OK CUSTER ~'ELLIE-McCONNELL #1-27 0.0728 0.0578 OK GRADY ALFRED #1-17 0.0281 0.0237 OK GRADY E EVlEL #1-26 (BP) 0.0424 0.0344 OK GRADY E EVlL'L #2-26 0.0000 0.1899 'OK GRADY GRAY, L.E, #1 (KEY) 0.0183 0.0161 OK GRADY GRAY, LUTHER #1 (MOBIL) (KEY) 0.0106 0.0091 OK GRADY GRA~', LUTHER #1 (MOBIL) (BP)(K 0.0106 0.0091 OK' GRADY IViE #1-23 0.0419 0.0352 OK GRADY · VIE #1-23 (BP) 0.0419 0.0350 OK GRADY KoDASEET, RUBY #1-30 (UPPER) ( 0.0131 0.0104 OK · GRADy KUYKJENDALL #1-25 0.0170 0.0145 OK GRADY lEWIS #1-19 0.0253 0.0195 OK GRADY PENDLEY #1 (EPG) 0.0105 0.0077 OK GRADY SLIEF, F.L. #1 (KEY) 0.0225 0.0196 OK GRADY ~OUTHERLAND A #1 0.0137 0.0120 OK GRADY ZEISET #1-19 (KEY) 0.0116 0.0093 OK GRADY ~:EISET #1-30 (KEY) 0.0131 0.0104 OK GRADY ZEISET #2-19 (KEY) 0.0119 0.0096 OK HARPER }'iOWARD #22-336-2 0.2246 0.1759 OK HARPER HOWARD #22-336-2 (BP1) 0.2246 0.1759 OK :HARPER HOWARD #22-336-2 (BP2) 0.2246 0.1759 OK ROGER MILLS BLACKKETTER #1-34 0.0459 0.0396 OK ROGER" MILLS BLACKKETTER #2-34 0.0459 0.0396 OK ROGER MILLS BRADY #1-20 0.0211 0.0169 OK ROGER MILLS BRAE!Y #2-20 (BP) 0.0000 0.0001 OK ROGER MILLS BRADY #3-20 0.0000 0.0005 OK ROGER MILLS CALVERT#I-30 (BP) '. 0.0000 0.0004. OK ~OGER MILLS CALVERT #2-30 0.0225 0.0173 OK ROGER MILLS DUPF:EE #1-36 (KEY) 0.0024 0.0021 OK ROGER MILLS DUPREE #2-36 0.0000 0.0009 OK ROGER MILLS OUPF:EE #3-36 (KEY) 0.0000 0.0009 OK ROGER MILLS DUPREE ~t4-36 (KEY) 0.0000 0.0009 OK ROGER MILLS DupREE_#5-36 (KEY) 0.0000 0.0009 OK ROGER MILLS ELLIs, #1-15 0.0494 0.04'33 1733327 I.XLS Page 3 OK ROGER MILLS EVANS #1-30 0.0225 0.0173 OK ROGER MILLS H,3LL'NGSWORTH #2-35 (KEY) 0.0000 0.0001 OK ' ROGER MILLS HQLL!NGSWORTH #3-35 (KEY) 0.0000 0.0001 OK ROGER MILLS HyMAN #36-1 0.0240 0.0186 OK ROGER MILLS HYMAN #36-6 (BP) 0.0095 0.0077 OK ROGER MILLS JOE SMITH #2-16 0.0278 0.0242 OK ROGER MILLS LEAH #4-15 0.0602 0.0527 OK ROGER MILLS MINNIE HAYDEN HAY USA #5-32 0.0703 0.0571 oK ROGER MILLS MINNIE HAYDEN HAY USA #5-32 (B 0.0703 0.0571 0K ROGER MILLS MOONEY #1-26 0.0014 0.0017 OK ROGER MILLS MOONEY #2-26 0.0014 0.0017 OK ROGER MILLS MQONEY #3-26 0.0093 0.0076 OK' ROGER MILLS MOOI~EY #4-24 0.0106 0.0080 OK ROGER MILLS MOONEY #4-26 0.0093 0.0076 OK, ROGER MILLS PAGE #7-13 0.0210 0.0184 OK ROGER MILLS ~ERRYMAN #2-13 0.0775 0.0606 OK ROGER MILLS P'ETERSON #1-11 0.0263 0.0228 OK ROGER MILLS PETERSON #2-11 0.0239 0.0209 OK ROGER MILLS PETERSON #3-11 0.0000 0.0031 OK ROGER MILLS PETERSON #4-11 0.0033 0.0070 OK ROGER MILLS PETERSON #5-11 0.0033 0.0070 OK ROGER MILLS ' RANCH #1A-8 0.0211 0.0164 OK ROGER MILLS sANVE #4-4 0.1845 0.1383 OK ROGER MILLS SHOCKEY, TROY #1-10 0.0435 0.0392 OK ROGER MILLS SHOCKEY, TROY #1-11 0.0448 0.0389 OK ROGER MILLS SMITH #1-5 0.0804 0.0663 OK ROGER MILLS STATE #1-32 0.0122 0.0107 OK ROGER MILLS $t/ViTZER, BUD #1-9 0.01'99 0.0174 OK ROGER MILLS S. WITZER, BUD #3-9 0.0117 0.0102 OK ROGER MILLS SWlTZER, BUD #9-2 0.0117 0.0102 OK ROGER MILLS sWITZER, BUD #9-4 0.0199 0.0174 OK ROGER MILLS TOWN OF HAMMON #4-1 0.0869 0.0735 OK :~OGER MILLS WALKER #1-19 (PCOM) 0.2210 0.1795 OK ROGER MILLS WICKHAM #1-26 0.0093 0.0076 OK ROGER MILLS V;IOODHOUSE #2-34 (KEY) 0.0000 0.0009 OK ROGER MILLS WOOOHOUSE #3-34 (KEY) 0.0000 0.0009 OK ROGER MILLS WOODHOUSE #5-34 0.2102 0.1824 OK STEpHENs CiALLAWAY #1-23 0.0146 0.0120 OK STEPHENS C'ALL~WAY #3A-23 (TG) (BP) 0.0000 0.0015 OK STEPHENS CALL~,WAY #6-23 0.0183 0.0150 OL O0 O SCnEmrU , i Key Production Company, Inc. STATE COUNTY PROPERTY NAME WI NRI 1733327 1.XLS Page 4 SCHEDULE I Key Production Company, Inc. ¢TATE COUNTY PROPERTY NAME WI NRI OK STEPHENS CALLAWAY #6-23 (BP) 0.0183 0.0150 OK WASHITA ALLISON #1-3 0.0561 0.0443 OK WASHITA AUSTIN #4-26 0.0447 0.0349 OK WASHITA BROWNING #1-2 0.0340 0.0257 OK WASHITA C~UTHRIE #1-3 0.0861 0.0697 OK WASHITA HOFFMAN #1-35 0.0357 0.0282 OK WASHITA HOFFMAN #2-35 0.0357 0.0282 OK WASHITA - MEDDERs #4-1 0.0000 0.0004 OK WASHITA YOLLE #1-1 0.0442 0.0339 OK WOODS BUELL #2 0.2528 0.1940 OK WOODS GOUCHER #1-30 0.0224 0.0190 OK WOODS WHIFPLE #1 0.3642 0.2586 OL MAIN PASS AR r, 4AIN':PASS 77 A-3 0.0200 0.0166 OL MAIN PASS AR MAIN PASS 77 A-7 0.0084 0.0050 OL OFFSHORE LA MAIN! PASS 77 A-3 (BP) 0.0200 0.0166 OL OFFSHORE LA MAINPASS 77 A-7 (BP1) 0.0200 0.0166 OL OFFSHORE LA ~','/iAIN, PASS 77 A-7 (BP2) 0.0200 0.0166 OL OFFSHORE LA F/lAIN PASS 77 A-7 (BP3) 0.0200 0.0166 OL OFFSHORE LA SHiP'SHOAL 148 #H-3 0.0875 0.0722 OL OFFSHORE LA ..SHIP.SHOAL 149 #C-19D (LS) 0.1075 0.0887 OL~ OFFSHORE LA SHIPSHOAL 149 #C-19D (BP) 0.1075 0.0887 TX BURLESON GOODSON, J.F. A-3 0.1875 0.1539 TX 3AWSON BODIiNE, L.C. #1 0.2179 0.1673 TX 3AWSON BODI~NE, L.C. #2 0.3188 0.2447 TX ECTOR MOSS UNIT 0.0000 0.0047 TX ECTOR MOSS, PAUL UNIT 0.0000 0.0017 TX GOLIAD WRIGHT MATERIALS INC. (APACHE) 0.1687 0.1297 TX GOLIAD wRIGHT'MATERIALS INC. (APACHE) 0.0592 0.0464 TX HARDEMAN HAYNES UNIT #1 0.7464 0.5800 TX HARDEMAN I~.ONG 398 #3X 1.0000 0.8312 TX HEMPHILL cAMPBELL, J.R. #1-11 0.0780 0.0617 TX MATAGORDA CCG ,GU #13 0.2367 0.2043 TX MATAGORDA CCGGU #13 (BP) 0.2367 0.2043 TX MATAGORDA GILLETT, W S ET AL #1 0.2367 0.2025 TX MATAGORDA OTTIS #2 0.0814 0.0712 TX MIDLAND LAY 'A' #1 0.1094 0.0933 TX MIDI_AND L.AY '~3' #1 0.1094 0.0933' TX OCHILTREE BROWNLEE-PEARSON #1 0.2500 0.2187 TX ROBERTS I~YRL!M #1 0.2500 0.2000 TX WHARTON [iANN OLIPHANT #2 0.0000 0.0143 1733327 1.XLS ' Page 5 SCHEDULE I ,Key Production Company, Inc. i STATE COUNTY ' PROPERTY NAME Wl NRI TX WHARTON BANN OLIPHANT #2 (BP) 0.0000 0.0143 TX 'WHARTON BROUsSARD-HANCOCK-STOVALL #2 0.2367 0.1332 TX WHEELER iHiJNTER, R.G. #1 0.0773 0.0677 TX WHEELER KEY #2-11 0.0219 0.0179 TX 'WHEELER MILLS; RANCH #1-98 (KEY) 0.0290 0.0203 TX WINKLER MooERs "A" #1 0.2500 0.2002 TX WINKLER MOO~RS "A" #3 0.2500 0.2002 TX · YOAKUM SHELL-MORE"B" #3 0.3450 0.2587 UT CARBON DRUNKARDS WASH-PA"A,C"TRACT #1 1.0000 1 .'0000 UT UINTAH NATURAL BUTTES UNIT 0.0000 0.0005 WY CAMPBELL CONROCK FEDERAL #31-3 0.0000 0.0400 WY CAMPBELL .c,LJLP DRAW UNIT .. 0.0000 0.0013 WY CAMPBELL IDALE FED #11-23' 0.1253 0.1084 WY CAMPBELL FEDERAL #33-4 . 0.1000 0.0992 WY .CAMPBELL FEDERAL S-1 0.3333 0.2750 WY iCAMPBELL FiSH UNIT 0.0311 0.0253 WY CAMPBELL HiLIGHT CENTRAL UNIT 0.0007 0.0009 WY CAMPBELL MURDOCK #41-10 0.1667 0.1428 WY CAMPBELL O'CONNER #1 0.2450 0.2079 WY CAMPBELL S;<YLINE ST #1 0.2500 0.1906 WY CARBON BALD. Y BUTTE 2,3,4,5,6 0.0000 0.0167 WY CARBON COAL GULCH #10-28~17-93 0.0448 0.0364 WY CARBON COAL GULCH #4-28:17-93 0.0448 0.0364 WY CARBON C'OAL GULCH #5-28-17-93 0.0448 0.0364 WY CARBON CRE£TON 13-34 0.0000 0.0450 WY ~CARBON C'RESTON NOSE #1-28 0.0000 0.0450 WY CARBON C'FtESTON NOSE #14-34 0.0000 0.0450 WY CARBON c,REE'.;TON NOSE 12'-28 0.0000 0.0450 WY CARBON CRESTON NOSE 4-28 0.0000 0.0450 WY CARBON C, REETON NOSE 6-32, .7-32, 9-32 0.0000 0.0450 WY cARBON SINCLAIR FED #1-18 0.0000 0.0187 WY CARBON SINCLAIR FED #1-8 0.0000 0.0200 WY CARBON S. TANDARD DRAW #16-28-18-93 0.0224 0.0182 · WY CARBON STANDARD DRAW #4-28-18-93 0.0224 0.0182 WY CARBON · STANDARD DRAW 2-10, 12-10 0.0000 0.0250 WY CARBON STANDARD DRAW FED 1-2, 12-2 0.0000 0.0250 WY CARBON STANDARD DRAW FED 2°4, 4-4 0.0000 0.0125 ,i WY CARBON WAMSUTTER FED. #1-8 0.0000 0.0200 WY CARBON WAM~UTTER FEDERAL 2-18 0.0000 0.0188 WY CARBON WAM-'SUTTER FEDERAL 2-6 0.0000 0.0200 1733327 1.XLS Page 6 SCHEDULE I Key Production Company, Inc. L (i::: , 353 STATE COUNTY PROPERTY NAME WI NRI WY CARBON V'IAMSUTTER FEDERAL 2-8 0.0000 0.0200 WY CARBON WAMSUTTER FEDERAL 3-18 0.0000 0.0188 WY coNVERSE DREW FED #3-26 0.1250 0.2312 WY CONVERSE H.ERRICK #2 0.0938 0.0905 WY coNVERSE MERLE FED #23,29 0.5000 0.4233 WY CONVERSE IViOHP, FEE #11-5 0.1250 0.0973 WY CONVERSE MooRE UNIT ~ 0.0775 0.0650 WY CONVERSE REYNOLDS RANCH #1-6 0.0415 0.0341 WY CONVERSE REYNOLDS RANCH #1-6 (BP) 0.0214 0.0175 WY cONVERSE SOUTH POWELL #1-13 0.0563 0.0530 WY CONVERSE STEINLE RANCH UNIT 0.0198 0.0205 WY CONVERSE WATERS FEE #31-21 0.0625 0.0551 WY CONVERSE ,WELL DRAW FED #1-23 0.3334 0.3357 WY CONVERSE WELL DRAW FED #2-23 0.3334 0.3336 WY CROOK AMMO FEDERAL 18-8A 0.0503 0.0440 : WY FREMONT L'ONG BUTTE UNIT (CODY) 0.0000 0.0026 WY FREMONT LONG BUTTE UNIT (MESAVERDE) 0.0000 0.0005 WY JOHNSON FOURMILE UNIT 0.0011 0.0029 WY LARAMIE LEMASTER STATE #1 0.0000 0.0250 WY LINCOLN (:;OW HOLLOW UNIT 0.0000 0.0037 WY LINCOLN htELWIG #30-8 0.0000 0.0250 WY LINCOLN SHUTE CREEK UNIT (I) 0.0000 0.0065 WY LINCOLN SHUTE CREEK UNIT (11) 0.0000 0.0014 WY PARK FED MEETEETSE #8-1 0.0000 0.0200 WY SUBLETTE AMOCO USA AC #1 0.0000 0.0400 WY SWEETWATER GOVERNMENT POLLY #1~23 0.0000 0.0300 WY SWEETWATER NITCHIE GULCH UNIT (DAKOTA) 0.0000 0.0027 WY SWEETWATER NITCHIE GULCH UNIT (FRONTIER) 0.0000 0.0033 WY SWEETWATER STAT'E 2-36 NE NE 0.0000 0.0250 WY SWEETWATER WILD, ROSE #9-24-17-94 0.0448 0.0493 WY UlNTA RAY OTATE #1-36 (MISSION CANY© 0.0000 0.0100 WY UINTA RAY STATE #1-36 (WEBER) 0.0000 0.0100 WY UINTA RAY STATE #2-36 0.0000 0.0100 WY WASHAKIE COTTONWOOD CREEK ST #36-1 & #3 0.0800 0.0575 WY WESTON WESTERN FEDERALS SEC 18/19 0.0000 0.0225 1733327 1.XLS Page 7 EXHIBIT A PAGE 1 COW HOLLOW UNIT LEASE NI~4BER: LESSOR: LESSEE: LEASE DATE~ REcoRDED: WY-000000-000335-000 BUREAU OF LAND M~NAGEMENT UNKNOWN o~/o~/~ BOOK PAGE ENTRY STATE COUNTY 000 000 WYOMING LINCOLN DESCRIPTION; T23N Rll2W, SEC.33, NE, .e/2NW N/2SE LEASE LESSOR~ LESSEE: LEASE DATE: RECORDED: DESCRIPTION: T22N Rll2W, T22N Rll2W, WY-000000-000336~000 BUREAU OF LAND M~AGEMENT JAMES D. BEARD 01/01/1966 BOOK PAGE ENTRY 000 000 ~EC.2: LOTE ~5-8,' ~WNE, SEC.3~ LOTS ~{-7, S/2NE, STATE COUNTY WYOMING LINCOLN s]~Nw ~l~w, NW~E SENW NESW, N/2SE LEASE NUMBER: LESSOR: LESSEE: LEASE DATE: RECORDED: WY-491305-000330~000 BUREAU OF LAND ~.NAGgMENT UNKNOWN BOOK PAGE ENTRY STATE COUNTY WYOMING SWEETWATER DESCRIPTION: T22N Rll2W, SEC.15: NE, I]/2NW LEASE NUMBER: LESSOR: LESSEE: LEASE DATE: RECORDED: WY-491305-000461-000 WYOMING STATE LAND AND FARM LOAN OFFICE ERMA B TOLAN 04/02/1966 BOOK PAGE ENTRY STATE COUNTY WYOMING LINCOLN DESCRIPTION: T22N Rll2W, SEC.36: ALL EXHIBIT A PAGE 1 HELWIG ~30-8 LEASE NUMBER: LESSOR~ LESSEE: LEASE DATE: RECORDED: WY-000000-000334-000 BUREAU OF LAND ,~L~NA3EMENT ARDEN R BOLAND 01/01/1966 BOOK PAGE ENTRY 000 000 DESCRIPTION: T20N Rll2W, SEC.8: SW/4 & N~/4 STATE COUNTY WYOMING LINCOLN 0900~0q E×~IBIT A O ~UTE CREEK ~IT LEASE NUMBER: LESSOR: LESSEE: LEASE DATE: RECORDED: WY-000000-000331-000 BUREAU OF LA-ND M%NAGEMENT UNKNOWN 12/01/1965 BOOK PAGE ENTRY STATE COUNTY 000 000 WYOMING LINCOLN DESCRIPTION: T23N Rll2W, SEC.19: LOTS 5-16, NE LEASE NUMBER: LESSOR: LESSEE: LEASE DATE: RECORDED: DESCRIPTION: WY-000000-000775=000 BUREAU OF LAND Fu~%NAGEMENT UNKNOWN 01/01/1966 BOOK PAGE ENTRY STATE COUNTY 000 000 WYOMING LINCOLN T23N Rll2W, SEC.33:. W/2~;, SW~, SWSE LEASE NUMBER: LESSOR: LESSEE: LEASE DATE: RECORDED: DESCRIPTION: T22N Rll2W, SEC.2: T22N Rll2W, SEC.3: T22N Rll2W, SEC.4: WY-000000-000776~000 BUREAU OF LAND MANAGEMENT UNKNOWN 01/01/1966 BOOK PAGE ENTRY STATE COUNTY 000 00D WYOMING LINCOLN SENE, NESE LOT 8"SWNW', NWSW LOTS 5-8 Sf2N/2 N/2S/2