SECOND AMENDMENT TO 8% SENIOR SECURED CONVERTIBLE DEBENTURE
Exhibit 10.56
SECOND AMENDMENT
TO
This Amendment (“Amendment”), made as of March 19, 2012, by and between Recovery Energy, Inc., a Nevada corporation (the “Company”), and each holder identified on the signature page hereto (the “Holders”), amends those certain 8% Senior Secured Convertible Debentures due February 8, 2014 of the Company, as previously amended December 16, 2011 (“Debentures”). Terms not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).
Recitals
WHEREAS, the Debentures were issued in connection with the Securities Purchase Agreement, dated as of February 2, 2011, between the Company and the Holders (the “Purchase Agreement”);
WHEREAS, the Debentures were amended pursuant to that certain Amendment to 8% Senior Secured Convertible Debenture, dated as of December 16, 2011 (the “First Amendment”);
WHEREAS, the Debentures are secured by certain assets of the Company as set forth in the Debentures, as amended by the First Amendment (the “Original Collateral”);
WHEREAS, the Company wishes to add the property described in Exhibit A hereto as additional collateral to secure the Debentures (the “Additional Collateral” and together with the Original Collateral, the “Collateral”);
WHEREAS, the Company wishes to issue additional Debentures, secured by both the Collateral and a first priority lien in xxxxx (the “Xxxxx”) and all Collateral located within the spacing unit designated by the state authorities for the applicable Well (the “Well Liens”), to certain of the Holders or their affiliates (the “New Holders”) in exchange for additional cash consideration (the “New Offering”), pursuant to that certain 8% Senior Secured Convertible Debenture (the “New Debentures”) and that certain Securities Purchase Agreement (the “New Purchase Agreement”) substantially in the forms attached hereto as Exhibits B and C respectively;
WHEREAS, pursuant to Section 5.5 of the Purchase Agreement, waiver or amendment of any provision in the Purchase Agreement requires a written instrument signed by the Company and Holders holding at least 51% in interest of the Debentures then outstanding or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought; and
WHEREAS, pursuant to Section 7(a) of the Debentures, the Company is prohibited from entering into, creating, incurring, assuming or suffering to exist any lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction on the property securing the Debentures unless the holders of at least 67% in principal amount of the then outstanding Debentures shall have otherwise given prior written consent;
1
NOW THEREFORE, in consideration of the premises and mutual covenants and obligations herein set forth and for other good and valuable consideration, the receipt, sufficiency and adequacy of which is hereby acknowledged, accepted and agreed to, the parties hereto, intending to be legally bound, hereby agree as follows:
Agreement
1. Consent of Holders. Each Holder hereby consents to the New Offering for all purposes under the Purchase Agreement and the Debentures, including Section 5.5 of the Purchase Agreement and Section 7(a) of the Debentures.
2. Grant of Lien on Additional Collateral. The Company hereby grants Holders a first priority lien in the Additional Collateral as security for the obligations of the Company under the Debentures and the New Debentures, to be reflected in appropriate Security Documents. The Company agrees to use reasonable best efforts to execute and record such Security Documents with respect to the lien by April 15, 2012.
3. Release of Lien on Certain Collateral. The Holders hereby release any right or interest they may have with respect to the property described in Exhibit D hereto (the “Released Collateral”), and further agree that all references in the Debentures, the New Debentures, the Purchase Agreement, the New Purchase Agreement and this Amendment to the Collateral shall not include the Released Collateral.
4. Agreement to Subordinate Interest in Xxxxx. Each Holder hereby agrees that upon completion or plugging and abandonment of each such Well, to the extent the Xxxxx are drilled on the Collateral, the Holders’ security interest in such Well and all Collateral located within the spacing unit designated by the state authorities for such Well will be subordinated to the Well Lien to be granted to the New Holders, and such Holder hereby consents to the filing of a Subordination Agreement, in substantially the form attached hereto as Exhibit E, to effectuate such subordination, with such Subordination Agreement to be executed by X.X. Xxxxxxx & Company, LLC as collateral agent.
5. Amendment of Debentures. The Debentures are hereby amended to replace Annex B with a new Annex B substantially in the form attached hereto as Exhibit F.
6. Waiver of Preemptive Rights. Each Holder hereby waives any and all rights it may have pursuant to Section 5 of the Amendment with respect to the New Offering.
7. Authority. Each Holder hereby represents and warrants that it is the true and lawful owner of the Debentures and has full power and authority to enter into this Amendment on the term set forth herein.
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8. Further Assurances. Holders shall from time to time execute such additional instruments and documents, take such additional actions, and give such further assurances as are or may be reasonable or necessary to implement this Amendment.
9. Binding Effect. The terms of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns.
10. Reaffirmation of Debenture Terms. All terms of the Debentures shall, except as amended hereby, remain in full force and effect, and are hereby ratified and confirmed.
11. Governing Law. This Amendment shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard for principles of conflict of laws thereof.
12. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
[Signature page follows]
3
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment effective as of the date first set forth above.
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COMPANY
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By:
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/s/ Xxxxx X. Xxxxxx
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Name:
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Xxxxx X. Xxxxxx
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Title:
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HOLDERS
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Colony Partners, a California general partnership
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/s/ Xxxxx Xxxxxxx
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Name:
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Xxxxx Xxxxxxx as Trustee of the Xxxxx
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Xxxxxxx 1994 Trust
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Title:
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Managing General Partner
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Xxxxxxxx & Xxxxx Xxxxxx Family Trust DTD 12/16/1998 Xxxxxxxx X. Xxxxxx and Xxxxx X. Xxxxxx TTEES
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/s/ Xxxxxxxx Xxxxxx
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Name:
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Xxxxxxxx Xxxxxx
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Title:
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Trustee
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X.X. Xxxxxxx & Company, LLC
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/s/ Xxxx X. Xxxxxxxx, Xx.
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Name:
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Xxxx X. Xxxxxxxx, Xx.
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Title:
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President
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Wallington Investment Holdings, Ltd.
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/s/ Xxxxxxx Xxxxxx.
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Name:
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Xxxxxxx Xxxxxx
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Title:
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Director
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Xxxxxx X. Xxxx and Xxxxx Xxxx Revocable Trust DTD 10/28/10, Xxxxxx X. Xxxx & Xxxxx Xxxx TTEES
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/s/ Xxxxxx X. Xxxx
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Name:
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Xxxxxx X. Xxxx
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Title:
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Trustee
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EXHIBIT A
New Collateral
| LEASE DATE: | Xxxxx 0, 0000 | ||||
| XXXXXX: | Xxxxxxxx Livestock, Inc. | ||||
| LESSEE: | Xxxxxx Xxxx Xxxxx, L.L.C. | ||||
| RECORDING: | COUNTY, STATE: | ||||
| DESCRIPTION: | T16N-R60W | B 2158, P 1303-1305 |
Laramie, WY
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||
| Section 11: Lots 1-4 | |||||
| Section 14: Lots 1-4 | |||||
| Section 15: NW | |||||
| Section 22: SE | |||||
| Section 23: North 130.00 acres of the W/2 | |||||
| T16N-R59W | B 210, P 249-252 | Kimball, NE | |||
| Section 11: Lots 1-4 | |||||
| Section 14: Lots 1-4, less 14.5 acres | |||||
| Section 26: South 2/3rd and | |||||
| and | |||||
| T16N-R58W | |||||
| Section 17: SE | |||||
| LEASE DATE: | January 28, 2010 | ||||
| LESSOR: | Xxxxx Xxxxxx | ||||
| LESSEE: | Xxxxxx Xxxx Xxxxx, L.L.C. | ||||
| RECORDING: | COUNTY, STATE: | ||||
| DESCRIPTION: | T16N-R58W | X 000, X 0-0 | Xxxxxxx, XX | ||
| Xxxxxxx 00: ALL | |||||
| LEASE DATE: | Xxxxx 00, 0000 | ||||
| XXXXXX: | Xxxxxxx Ranch Company | ||||
| LESSEE: | Xxxxxx Xxxx Xxxxx, L.L.C. | ||||
| RECORDING: | COUNTY, STATE: | ||||
| DESCRIPTION: | T16N-R60W | B 2161, P 376-378 | Laramie, WY | ||
| Section 32: NW, less a 5 acre tract in | |||||
| the NWNW |
5
| LEASE DATE: | Xxxxx 0, 0000 | ||||
| XXXXXX: | Xxxxxx X. Xxxxx and Xxxxxx X. Xxxxx Family Trust | ||||
| LESSEE: | Xxxxxx Xxxx Xxxxx, L.L.C. | ||||
| RECORDING: | COUNTY, STATE: | ||||
| DESCRIPTION: | T16N-R60W | B 2161, P 435-437 | Laramie, WY | ||
| Section 32: NW | |||||
| LEASE DATE: | Xxxxx 00, 0000 | ||||
| XXXXXX: | Xxxxxxx Xxxxxxx | ||||
| LESSEE: |
Xxxxxx Xxxx Xxxxx, L.L.C.
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||||
| RECORDING: | COUNTY, STATE: | ||||
| DESCRIPTION: | T16N-R60W | B 2161, P 382-384 | Laramie, WY | ||
| Section 32: NE, less a 1 acre tract in the NWNE | |||||
| LEASE DATE: | January 22, 2010 | ||||
| LESSOR: | Xxx X. Xxxx Trust | ||||
| LESSEE: | Xxxxxx Xxxx Xxxxx, L.L.C. | ||||
| RECORDING: | COUNTY, STATE: | ||||
| DESCRIPTION: | T16N-R58W | B 209, P 542-544 | Kimball, NE | ||
| Section 22: ALL | |||||
| LEASE DATE: | January 25, 2010 | ||||
| LESSOR: | Xxx Xxxxxxxx and Xxxxx Xxxxxxxx | ||||
| LESSEE: | Xxxxxx Xxxx Xxxxx, L.L.C. | ||||
| RECORDING: | COUNTY, STATE: | ||||
| DESCRIPTION: | T16N-R59W | B 209, P 793-796 | Kimball, NE | ||
| Section 13: SW | |||||
| Section 25: E/2, less a 10.418 acre tract | |||||
| and | |||||
| T16N-R58W | |||||
| Section 23: ALL, less a 21.522 acre tract | |||||
| LEASE DATE: | January 22, 2010 | ||||
| LESSOR: | Xxx X. Xxxx Trust | ||||
| LESSEE: | Xxxxxx Xxxx Xxxxx, L.L.C. | ||||
| RECORDING: | COUNTY, STATE: | ||||
| DESCRIPTION: | T16N-R58W | B 209, P 548-550 | Kimball, NE | ||
| Section 26: ALL | |||||
| LEASE DATE: | February 4, 2010 | ||||
| LESSOR: | Xxxx X. Xxxxxxxx and Xxxx X. Xxxxxxxx | ||||
| LESSEE: | Xxxxxx Xxxx Xxxxx, L.L.C. | ||||
| DESCRIPTION: | T16N-R58W | RECORDING: | COUNTY, STATE: | ||
| Section 27: ALL | B 209, P 567-568 | Kimball, NE |
6
| LEASE DATE: | January 23, 2010 | ||||
| LESSOR: | Xxxxx X. Xxxxxxxx and Xxxxx X. Xxxxxxxx | ||||
| LESSEE: | Xxxxxx Xxxx Xxxxx, L.L.C. | ||||
| RECORDING: | COUNTY, STATE: | ||||
| DESCRIPTION: | T16N-R58W | B 209, P 545-547 | Kimball, NE | ||
| Section 27: All | |||||
| LEASE DATE: | January 26, 2010 | ||||
| LESSOR: | Xxxxxx Xxxxx Xxxxx | ||||
| LESSEE: | Xxxxxx Xxxx Xxxxx, L.L.C. | ||||
| RECORDING: | COUNTY, STATE: | ||||
| DESCRIPTION: | T16N-R58W | X 000, X 0-0 | Xxxxxxx, XX | ||
| Xxxxxxx 00: E/2 | |||||
| LEASE DATE: | January 25, 2010 | ||||
| LESSOR: | Xxxx Xxxxxxxx and Xxxxxxx Xxxxxxxx | ||||
| LESSEE: | Xxxxxx Xxxx Xxxxx, L.L.C. | ||||
| RECORDING: | COUNTY, STATE: | ||||
| DESCRIPTION: | T16N-R58W | B 209, P 797-800 | Kimball, NE | ||
| Section 29: E/2 | |||||
| LEASE DATE: | Xxxxx 0, 0000 | ||||
| XXXXXX: | Xxxxxx Wheat Company | ||||
| LESSEE: | Xxxxxx Xxxx Xxxxx, L.L.C. | ||||
| RECORDING: | COUNTY, STATE: | ||||
| DESCRIPTION: | T15N-R60W | B 2158, P 1299- | Laramie, WY | ||
| Section 3: SE | 1302 and | and | |||
| and | X 000, X 00-00 | Xxxxxxx, XX | |||
| X00X-X00X | |||||
| Section 26: Lots 1-4, W/2W/2 | |||||
| Section 28: SE | |||||
| Section 30: E/2 | |||||
| Section 34: ALL | |||||
| and | |||||
| T16N-R59W | |||||
| Section 14: 14.50 acres in Lots 1-4 in SE | |||||
| Section 28: SE | |||||
| LEASE DATE: | July 19, 2010 | ||||
| LESSOR: | Xxxxxxxx Energy Limited Partnership | ||||
| LESSEE: | Xxxxxx Xxxx Xxxxx, L.L.C. | ||||
| DESCRIPTION: | T15N-R60W | RECORDING: | COUNTY, STATE: | ||
| Section 8: XX | X 0000, X 0000 | Xxxxxxx, XX | |||
| Section 15: ALL | |||||
| Section 21: NE |
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| LEASE DATE: | December 23, 2009 | ||||
| LESSOR: | Xxxxx Xxxxxx | ||||
| LESSEE: | Xxxxxx Xxxx Xxxxx, L.L.C. | ||||
| RECORDING: | COUNTY, STATE: | ||||
| DESCRIPTION: | T15N-R60W | B 2149, P 503-505 | Laramie, WY | ||
| Section 9: E//2 | |||||
| and | |||||
| T16N-R60W | |||||
| Section 20: NE | |||||
| LEASE DATE: | January 25, 2010 | ||||
| LESSOR: | Xxxxxxx X. Xxxxxx Trust | ||||
| LESSEE: | Xxxxxx Xxxx Xxxxx, L.L.C. | ||||
| RECORDING: | COUNTY, STATE: | ||||
| DESCRIPTION: | T15N-R60W | B 2158, P 1292-1295 | Laramie, WY | ||
| Section 10: N/2 | |||||
| LEASE DATE: | Xxxxx 00, 0000 | ||||
| XXXXXX: | Emmy Xx Xxxxxx | ||||
| LESSEE: | Xxxxxx Xxxx Xxxxx, L.L.C. | ||||
| RECORDING: | COUNTY, STATE: | ||||
| DESCRIPTION: | T15 N-R60W | B 2158, P 1357-1359 | Laramie, WY | ||
| Section 15: ALL | |||||
| Section 17: S/2 | |||||
| Section 20: N/2 | |||||
| Section 21: ALL |
INSOFAR AND ONLY INSOFAR AS THE LEASES COVER THE LAND DESCRIBED IN THIS EXHIBIT "A"
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EXHIBIT B
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EXHIBIT C
Form of Securities Purchase Agreement
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EXHIBIT D
Released Collateral
| LEASE DATE: | December 30, 2009 | ||||
| LESSOR: | Vrtatko, Inc., a Nebraska corporation | ||||
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Xxxxx X. Xxxxxxx, a widow
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| Xxxxx X. Xxxxxxx, a single man | |||||
| Xxxxxx X. Xxxxxxx, a married man | |||||
| LESSEE: | Xxxxxx Xxxx Xxxxx, L.L.C. | ||||
| RECORDING: | COUNTY, STATE: | ||||
| DESCRIPTION: |
Township 14 North, Range 54 West, 6th P.M.
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BOOK OG 209,
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Xxxxxxx County, Nebraska
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Section 29: W/2, W/2SE/4;
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PAGE 430-434 | ||||
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Section 30: ALL;
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Section 31: ALL
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Section 32: ALL;
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| Section 33: ALL | |||||
| Township 13 North, Range 54 West, 6th P.M. | BOOK OG 209, | Xxxxxxx County, Nebraska | |||
| Section 5: N/2, SW/4; | PAGE 430-434 | ||||
| Section 6: ALL; | |||||
| Section 7: ALL | |||||
| Section 17: SE/4; | |||||
| Section 22: ALL | |||||
| Township 13 North, Range 55 West, 6th P.M. | BOOK OG 209, | Xxxxxxx County, Nebraska | |||
| Section 1: ALL; | PAGE 430-434 | ||||
| Section 11: ALL; | |||||
| Section 12: ALL | |||||
| Township 15 North, Range 55 West, 6th P.M. | BOOK OG 209, | Xxxxxxx County, Nebraska | |||
| Section 29: A 3.627 acre tract in SW/4NW/4 | PAGE 430-434 | ||||
| Section 32: A tract in the S/2 |
RECORDING DATA: BOOK OG 209, PAGE 430-434 recorded December 31, 2009 at 10:29am in Xxxxxxx County, Nebraska
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EXHIBIT E
Form of Subordination Agreement
SUBORDINATION OF MORTGAGE
The parties listed as Lenders on the signature pages hereto (collectively, the “Lenders”) are the owners and holders of that certain indebtedness secured by the following mortgage (the “Subordinated Mortgage”):
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Description
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Date
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Recorded In
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State/County
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Book ___, Page ___,
Reception No. ___
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Recovery Energy, Inc. (the “Debtor”) has sold, executed and delivered a Senior Mortgage to ______________________ (the “Senior Lenders”), dated ___________________, recorded in Book _______, Page _______, Reception No. ____________________, of the records of _____________ County, [STATE] (the “Senior Mortgage”). The Senior Mortgage covers the lands described on Exhibit A, attached hereto (the “Mortgage Property”).
AGREEMENT
In consideration of the sum of One Dollar ($1.00), and other good and valuable consideration, cash in hand paid, the receipt and sufficiency of which are hereby acknowledged, the Lenders hereby declare and agree as follows:
1. The Lenders hereby waive, relinquish and subordinate the priority and superiority of the liens, encumbrances and rights of the Subordinated Mortgage in favor of the Senior Mortgage, specifically only in favor of the Senior Mortgage, and only insofar as said Senior Mortgage affects property described in the Subordinated Mortgage.
2. In the event Lender or any purchaser at a foreclosure sale succeeds to the interest of Debtor in the Mortgage Property by reason of any foreclosure of the Subordinated Mortgage or the acceptance by Lenders of a deed in lieu of foreclosure, it is agreed the Mortgage Property shall remain subject to the Senior Mortgage. This agreement and subordination shall in no way affect or impair the rights of Lenders or their successors or assigns, to foreclose or sell under the Subordinated Mortgage in any manner prescribed by contract or law, all of the lands, hereditaments and appurtenances and estates described in the Subordinated Mortgage, subject to the rights of the Senior Lenders and their successors and assigns, under the Senior Mortgage.
3. The agreement contained herein shall run with the land and shall be binding upon and inure to the benefit of successive owners of the Mortgage Property and lessees under the Senior Mortgage and their respective successors and assigns.
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4. This agreement may not be modified orally or in any manner other than an agreement in writing signed on behalf of Lenders and the current holder of the Senior Mortgage at the time of the amendment.
Dated this _________ day of _____________, 2012.
| LENDERS | |||
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By:
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| Title: | |||
STATE OF [STATE] )
) ss.
COUNTY OF _________________ )
The foregoing instrument was acknowledged before me this _____ day of _________, 2012, by _____________________________, as ________________ of ______________.
Witness my hand and official seal.
My commission expires:_________________________
____________________________
Notary Public
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EXHIBIT E
ANNEX B
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LEASE DATE:
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January 1st, 2011
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LESSOR:
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Crossed Arrows Ranch Inc.
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LESSEE:
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COUNTY, STATE:
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Goshen County, WY
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DESCRIPTION:
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Township 26 North, Range 62 West, 6th P.M.
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Section 1: Xxxx 0, 0, X/0XX/0, XX0
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Section 2: Xxxx 0-0, X/0X/0, X/0
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Xxxxxxx 0: Xxxx 0, 0, X/0XX/0
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Xxxxxxxx 00 Xxxxx, Xxxxx 61 West, 6th P.M.
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Goshen County, WY
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Section 31: Xxxx 0-0, X/0X/0
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Xxxxxxxx 00 Xxxxx, Xxxxx 62 West, 6th P.M.
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Goshen County, WY
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Section 7: Xxxx 0
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Xxxxxxx 00: SW/4, N/2SE/4
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Section 17: XX/0XX/0, XX/0XX/0, X/0XX/0, S/2
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Section 18: Xxxx 0, 0, X/0XX/0, XX/0XX/0, X/0XX/0, XX/0XX/0,
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Section 19: Xxx 0
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Xxxxxxx 00: NW/4NE/4, NE/4NW/4
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Section 21: SE/4NE/4, E/2SE/4
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Section 22: W/2, W/2SE/4
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Section 25: W/2
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Section 26: ALL
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Section 27: E/2, N/2NW/4
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Section 28: E/2, SE/4SW/4
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Section 29: S/2SW/4, SW/4SE/4
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Section 30: SE/4SE/4
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Section 32: NW/4
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Section 34: N/2NE/4
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Section 35: X/0XX/0, X/0, XX/0
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Xxxxxxxx 00 Xxxxx, Xxxxx 63 West, 6th P.M.
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Goshen County, WY
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Section 11: SE/4SW/4, SW/4SE/4
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Section 12: Xxx 0, X/0XX/0, XX/0XX/0
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Section 13: Xxx 0, X/0XX/0, XX/0, XX/0XX/0
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14
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Section 14: XX/0XX/0, X/0XX/0, XX/0XX/0, X/0XX/0
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Section 23: E/2SE/4
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Section 24: N/2, SW/4
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Section 25: W/2
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Section 26: XX/0XX/0, X/0XX/0, XX/0, XX/0XX/0, S/2SE/4
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Section 27: S/2SE/4
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Containing 16,299.37 acres more or less
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LEASE DATE:
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February 9, 2011
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LESSOR:
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Xxxx Xxxx XxXxxxxx, a/k/a Xxxx Xxxxxx XxXxxxxx, dealing in his sole and separate property, and Xxxxxxxxxxx X. XxXxxxxx, a married man dealing in his sole and separate
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LESSEE:
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COUNTY, STATE
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| Goshen County, WY | ||
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DESCRIPTION:
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Township 25 North, Range 62 West, 6th P.M.
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Section 07: N2NE, SENE, NESE
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Xxxxxxx 00: X0XX, XXXX, XXXX
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Section 16: SW
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Section 20: SESE, that part of NESE lying south of railroad
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Section 28: SWNW, W2SW
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Section 29: E2E2
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Section 32: N2NE
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Section 26: NW
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Township 25 North, Range 63 West, 6th P.M.
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Goshen County, WY
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Section 18: Xxxx 0, 0, 0 xxx 0
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Xxxxxxxx 00 Xxxxx, Xxxxx 64 West, 6th P.M.
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Goshen County, WY
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Section 11: W2SE
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Section 13: X0, X0X0
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Section 14: Xxxx 0, 0, 0, 0, 0, 0, X0XX, X0, XXXX
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Section 23: Xxxx 0, 0, 0, 0, XXXX, X0XX, XXXX
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Section 24: NWSW
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| LEASE DATE: | Xxxxx 0, 0000 | |
| XXXXXX: | Xxxxxxxx Livestock, Inc. | |
| LESSEE: | Xxxxxx Xxxx Xxxxx, L.L.C. |
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RECORDING:
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COUNTY, STATE:
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| DESCRIPTION: | T16N-R60W | B 2158, P 1303-1305 |
Laramie, WY
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| Section 11: Lots 1-4 | |||||
15
| Section 14: Lots 1-4 | |||||
| Section 15: NW | |||||
| Section 22: SE | |||||
| Section 23: North 130.00 acres of the W/2 | |||||
| T16N-R59W | B 210, P 249-252 | Kimball, NE | |||
| Section 11: Lots 1-4 | |||||
| Section 14: Lots 1-4, less 14.5 acres | |||||
| Section 26: South 2/3rd | |||||
| and | |||||
| T16N-R58W | |||||
| Section 17: SE | |||||
| LEASE DATE: | January 28, 2010 | ||||
| LESSOR: | Xxxxx Xxxxxx | ||||
| LESSEE: | Xxxxxx Xxxx Xxxxx, L.L.C. | ||||
| RECORDING: | COUNTY, STATE: | ||||
| DESCRIPTION: | T16N-R58W | X 000, X 0-0 | Xxxxxxx, XX | ||
| Xxxxxxx 00: ALL | |||||
| LEASE DATE: | Xxxxx 00, 0000 | ||||
| XXXXXX: | Xxxxxxx Ranch Company | ||||
| LESSEE: | Xxxxxx Xxxx Xxxxx, L.L.C. | ||||
| RECORDING: | COUNTY, STATE: | ||||
| DESCRIPTION: | T16N-R60W | B 2161, P 376-378 | Laramie, WY | ||
| Section 32: NW, less a 5 acre tract in | |||||
| the NWNW | |||||
| LEASE DATE: | Xxxxx 0, 0000 | ||||
| XXXXXX: | Xxxxxx X. Xxxxx and Xxxxxx X. Xxxxx Family Trust | ||||
| LESSEE: | Xxxxxx Xxxx Xxxxx, L.L.C. | ||||
| RECORDING: | COUNTY, STATE: | ||||
| DESCRIPTION: | T16N-R60W | B 2161, P 435-437 | Laramie, WY | ||
| Section 32: NW | |||||
| LEASE DATE: | March 17, 2010 | RECORDING: | COUNTY, STATE: | ||
| LESSOR: | Xxxxxxx Xxxxxxx | B 2161, P 382-384 | Laramie, WY | ||
| LESSEE: | Xxxxxx Xxxx Xxxxx, L.L.C. | ||||
| DESCRIPTION: | T16N-R60W | ||||
| Section 32: NE, less a 1 acre tract in the NWNE |
16
| LEASE DATE: | January 22, 2010 | ||||
| LESSOR: | Xxx X. Xxxx Trust | ||||
| LESSEE: | Xxxxxx Xxxx Xxxxx, L.L.C. | ||||
| RECORDING: | COUNTY, STATE: | ||||
| DESCRIPTION: | T16N-R58W | B 209, P 542-544 | Kimball, NE | ||
| Section 22: ALL | |||||
| LEASE DATE: | January 25, 2010 | ||||
| LESSOR: | Xxx Xxxxxxxx and Xxxxx Xxxxxxxx | ||||
| LESSEE: | Xxxxxx Xxxx Xxxxx, L.L.C. | ||||
| RECORDING: | COUNTY, STATE: | ||||
| DESCRIPTION: | T16N-R59W | B 209, P 793-796 | Kimball, NE | ||
| Section 13: SW | |||||
| Section 25: E/2, less a 10.418 acre tract | |||||
| and | |||||
| T16N-R58W | |||||
| Section 23: ALL, less a 21.522 acre tract |
|
LEASE DATE:
|
January 22, 2010 | ||||
| LESSOR: | Xxx X. Xxxx Trust | ||||
| LESSEE: | Xxxxxx Xxxx Xxxxx, L.L.C. | ||||
| RECORDING: | COUNTY, STATE: | ||||
| DESCRIPTION: | T16N-R58W | B 209, P 548-550 | Kimball, NE | ||
| Section 26: ALL |
| LEASE DATE: | February 4, 2010 | ||||
| LESSOR: | Xxxx X. Xxxxxxxx and Xxxx X. Xxxxxxxx | ||||
| LESSEE: | Xxxxxx Xxxx Xxxxx, L.L.C. | ||||
| RECORDING: | COUNTY, STATE: | ||||
| DESCRIPTION: | T16N-R58W | B 209, P 567-568 | Kimball, NE | ||
| Section 27: ALL | |||||
| LEASE DATE: | January 23, 2010 | ||||
| LESSOR: | Xxxxx X. Xxxxxxxx and Xxxxx X. Xxxxxxxx | ||||
| LESSEE: | Xxxxxx Xxxx Xxxxx, L.L.C. | ||||
| RECORDING: | COUNTY, STATE: | ||||
| DESCRIPTION: | T16N-R58W | B 209, P 545-547 | Kimball, NE | ||
| Section 27: All | |||||
| LEASE DATE: | January 26, 2010 | ||||
| LESSOR: | Xxxxxx Xxxxx Xxxxx | ||||
| LESSEE: | Xxxxxx Xxxx Xxxxx, L.L.C. |
17
| RECORDING: | COUNTY, STATE: | ||||
| DESCRIPTION: | T16N-R58W | X 000, X 0-0 | Xxxxxxx, XX | ||
| Xxxxxxx 00: E/2 | |||||
| LEASE DATE: | January 25, 2010 | ||||
| LESSOR: | Xxxx Xxxxxxxx and Xxxxxxx Xxxxxxxx | ||||
| LESSEE: | Xxxxxx Xxxx Xxxxx, L.L.C. | ||||
| RECORDING: | COUNTY, STATE: | ||||
| DESCRIPTION: | T16N-R58W | B 209, P 797-800 | Kimball, NE | ||
| Section 29: E/2 | |||||
| LEASE DATE: | Xxxxx 0, 0000 | ||||
| XXXXXX: | Xxxxxx Wheat Company | ||||
| LESSEE: | Xxxxxx Xxxx Xxxxx, L.L.C. | ||||
| RECORDING: | COUNTY, STATE: | ||||
| DESCRIPTION: | T15N-R60W | B 2158, P 1299-1302 | Laramie, WY | ||
| Section 3: SE | and | and | |||
| and | X 000, X 00-00 | Xxxxxxx, XX | |||
| X00X-X00X | |||||
| Section 26: Lots 1-4, W/2W/2 | |||||
| Section 28: SE | |||||
| Section 30: E/2 | |||||
| Section 34: ALL | |||||
| and | |||||
| T16N-R59W | |||||
| Section 14: 14.50 acres in Lots 1-4 in SE | |||||
| Section 28: SE | |||||
| LEASE DATE: | July 19, 2010 | ||||
| LESSOR: | Xxxxxxxx Energy Limited Partnership | ||||
| LESSEE: | Xxxxxx Xxxx Xxxxx, L.L.C. | ||||
| RECORDING: | COUNTY, STATE: | ||||
| DESCRIPTION: | T15N-R60W | B 2179, P 1230 | Laramie, WY | ||
| Section 8: NE | |||||
| Section 15: ALL | |||||
| Section 21: NE | |||||
| LEASE DATE: | December 23, 2009 | ||||
| LESSOR: | Xxxxx Xxxxxx | ||||
| LESSEE: | Xxxxxx Xxxx Xxxxx, L.L.C. | ||||
| RECORDING: | COUNTY, STATE: | ||||
| DESCRIPTION: | T15N-R60W | B 2149, P 503-505 | Laramie, WY | ||
| Section 9: E//2 | |||||
| and | |||||
| T16N-R60W | |||||
| Section 20: NE |
18
| LEASE DATE: | January 25, 2010 | ||||
| LESSOR: | Xxxxxxx X. Xxxxxx Trust | ||||
| LESSEE: | Xxxxxx Xxxx Xxxxx, L.L.C. | ||||
| RECORDING: | COUNTY, STATE: | ||||
| DESCRIPTION: | T15N-R60W | B 2158, P 1292-1295 | Laramie, WY | ||
| Section 10: N/2 | |||||
| LEASE DATE: | Xxxxx 00, 0000 | ||||
| XXXXXX: | Emmy Xx Xxxxxx | ||||
| LESSEE: | Xxxxxx Xxxx Xxxxx, L.L.C. | ||||
| RECORDING: | COUNTY, STATE: | ||||
| DESCRIPTION: | T15N-R60W | B 2158, P 1357-1359 | Laramie, WY | ||
| Section 15: ALL | |||||
| Section 17: S/2 | |||||
| Section 20: N/2 | |||||
| Section 21: ALL |
INSOFAR AND ONLY INSOFAR AS THE LEASES COVER THE LAND DESCRIBED IN THIS EXHIBIT "A"
19
