PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • January 5th, 2007 • PRB Energy, Inc. • Natural gas transmission
This PLEDGE AND SECURITY AGREEMENT, dated as of December 28, 2006 (this “Agreement”), is entered into by and among PRB Oil & Gas, Inc., a Colorado corporation as issuer (the “Company”), and PRB Energy, Inc., a Nevada corporation (“PRB Energy”), and PRB Gathering, Inc., a Colorado corporation (“PRB Gathering” and together with PRB Energy, the “Guarantors” and each a “Guarantor” and the Guarantors together with the Company, the “Debtors” and each a “Debtor”) and such Holders of those certain Senior Secured Debentures due August 31, 2008 (or other date as set forth therein) (each a “Secured Party” and together, the “Secured Parties”) in the original aggregate principal amount of $15,000,000, as the same may be amended from time to time, (the “Debentures”), issued by the Company to the Secured Parties in connection with that certain Securities Purchase Agreement entered into by and among the Company and the Secured Parties, and guaranteed by the Guarantors, on the date hereof (the “Securit
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 5th, 2007 • PRB Energy, Inc. • Natural gas transmission • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 28, 2006, by and between PRB Energy, Inc., a Nevada corporation, with headquarters located at 1875 Lawrence Street, Suite 450, Denver, Colorado 80202 (“Parent”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).
SECURED GUARANTYSecured Guaranty • January 5th, 2007 • PRB Energy, Inc. • Natural gas transmission • New York
THIS SECURED GUARANTY (this “Guaranty”) is made as of December 28, 2006 by PRB ENERGY, INC. and PRB GATHERING, INC. (each a “Guarantor” and together the “Guarantors”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 5th, 2007 • PRB Energy, Inc. • Natural gas transmission • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 28, 2006, by and among PRB Oil & Gas, Inc., a Colorado corporation, with headquarters located at 1875 Lawrence Street, Suite 450, Denver, Colorado 80202 (the “Company”), PRB Energy Inc., a Nevada corporation, with headquarters located at 1875 Lawrence Street, Suite 450, Denver, Colorado 80202 (“Parent”) and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
PURCHASE AND SALE AGREEMENT BY AND BETWEEN LANCE OIL & GAS COMPANY, INC. AND WESTERN GAS RESOURCES, INC. “SELLERS” AND PRB OIL & GAS, INC. “BUYER”Purchase and Sale Agreement • January 5th, 2007 • PRB Energy, Inc. • Natural gas transmission • Colorado
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is dated December 7, 2006, by and between LANCE OIL & GAS COMPANY, INC. (“Lance”), a Delaware corporation and WESTERN GAS RESOURCES, INC. (“WGR”), a Delaware corporation (Lance and WGR, together “Sellers”), and PRB Oil & Gas, Inc, a Colorado corporation (“Buyer”).
