DEED OF TRUST, MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF PRODUCTION AND FINANCING STATEMENT Dated as of August 1, 2007Deed of Trust, Mortgage, Security Agreement, Assignment of Production and Financing Statement • February 26th, 2010 • Baron Energy Inc. • Crude petroleum & natural gas • Texas
THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS, SECURES PAYMENT OF FUTURE ADVANCES, AND COVERS PROCEEDS OF COLLATERAL.
GUARANTY AGREEMENTGuaranty Agreement • February 26th, 2010 • Baron Energy Inc. • Crude petroleum & natural gas • Texas
This Guaranty Agreement is made as of August 1, 2008, by RONNIE L. STEINOCHER, an individual (the “Guarantor”), in favor of AMERICAN STATE BANK, a Texas banking association (the “Bank”).
GUARANTY AGREEMENTGuaranty Agreement • February 26th, 2010 • Baron Energy Inc. • Crude petroleum & natural gas • Texas
This Guaranty Agreement is made as of October 15, 2009, but effective as of July 15, 2009, by PERMIAN LEGEND LLC, a Texas limited liability company (the “Guarantor”), in favor of AMERICAN STATE BANK, a Texas banking association (the “Bank”).
PROMISSORY NOTEPromissory Note • February 26th, 2010 • Baron Energy Inc. • Crude petroleum & natural gas • Texas
FOR VALUE RECEIVED, the undersigned, Esconde Resources LP, a Texas Limited Partnership (“Maker”), whose address is 415 West Wall St., Suite 625, Midland, Texas, hereby unconditionally promises to pay to SJM Family L.P. (“Payee,” together with Maker, the “Parties”), in lawful money of the United States of America, the principal sum Five Thousand Dollars ($5,000.00).
FIRST AMENDMENT TO LOAN AGREEMENTLoan Agreement • February 26th, 2010 • Baron Energy Inc. • Crude petroleum & natural gas
THIS FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is entered into as of the 15th day of October 2008, by and among PERMIAN LEGEND PETROLEUM, LP, a Texas limited partnership, whose address 3327 West Wadley Avenue, Suite 3, No. 267, Midland, Texas 79707 (the “Borrower”); PERMIAN LEGEND, LLC, a Texas limited liability company, whose address is also 3327 West Wadley Avenue, Suite 3, No. 267, Midland, Texas 79707 (“Permian LLC”); LISA P. HAMILTON, an individual, 3327 West Wadley Avenue, Suite 3, No. 267, Midland, Texas 79707 (“Hamilton”); and RONNIE L. STEINOCHER, also an individual, whose address is 2100 West Wadley Avenue, No. 21, Midland, Texas 79701 (“Steinocher”); and AMERICAN STATE BANK, a Texas banking association, whose address is 620 North Grant, Odessa, Texas 79764-4797 (alternatively, the “Bank” or the “Lender”). Permian LLC, Hamilton, and Steinocher are collectively referred to herein as the “Guarantors”.
FIFTH AMENDMENT TO LOAN AGREEMENTLoan Agreement • February 26th, 2010 • Baron Energy Inc. • Crude petroleum & natural gas
THIS FIFTH AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is entered into as of the 15th day of October 2009, to be effective for all purposes as of July 15, 2009 (the “Effective Date”), by and among PERMIAN LEGEND PETROLEUM, LP, a Texas limited partnership, whose address 3327 West Wadley Avenue, Suite 3, No. 267, Midland, Texas 79707 (the “Borrower”); PERMIAN LEGEND, LLC, a Texas limited liability company, whose address is also 3327 West Wadley Avenue, Suite 3, No. 267, Midland, Texas 79707 (“Permian LLC”); LISA P. HAMILTON, an individual, whose address is 3327 West Wadley Avenue, Suite 3, No. 267, Midland, Texas 79707 (“Hamilton”); RONNIE L. STEINOCHER, also an individual, whose address is 2100 West Wadley Avenue, No. 21, Midland, Texas 79701 (“Steinocher”); and AMERICAN STATE BANK, a Texas banking association, whose address is 620 North Grant, Odessa, Texas 79764-4797 (alternatively “American State”, the “Bank” or the “Lender”). Permian LLC, Hamilton, and Steinocher are collectively
FIRST AMENDMENTLoan Agreement • February 26th, 2010 • Baron Energy Inc. • Crude petroleum & natural gas
THIS FIRST AMENDMENT TO LOAN AGREEMENT ( “Amendment”) is entered into as of the 28th day of December 2009, but effective as of December 15, 2009, by and among ESCONDE RESOURCES, LP, a Texas limited partnership, whose address is 3327 West Wadley Avenue, Suite 3-267, Midland, Texas 79707 (the “Borrower”); ESCONDE ENERGY, LLC, a Texas limited liability company, whose address is also 3327 West Wadley Avenue, Suite 3-267, Midland, Texas 79707 (the “Guarantor”); and AMERICAN STATE BANK, a Texas banking association, whose address is 620 N. Grant, Odessa, Texas 79761-4797 (the “Bank”).
PLAN OF MERGERPlan of Merger • February 26th, 2010 • Baron Energy Inc. • Crude petroleum & natural gas • Nevada
THIS PLAN OF MERGER (this “Plan”), dated as of February 18, 2010, is entered into by and among BARON ENERGY, INC., a Nevada corporation (“Parent”) and PERTEX ACQUISITION, INC. a Texas corporation and wholly owned subsidiary of Parent (“Subsidiary”).
SECOND MODIFICATION AND AMENDMENTTerm Note • February 26th, 2010 • Baron Energy Inc. • Crude petroleum & natural gas
THIS SECOND MODIFICATION AND AMENDMENT OF TERM NOTE (this “Modification”) is entered into as of the 2nd day of January 2009, by and between PERMIAN LEGEND PETROLEUM, LP, a Texas limited partnership, whose address is 3327 West Wadley Avenue, Suite 3, No. 267 (the “Maker”); and AMERICAN STATE BANK, a Texas banking association, whose address is 620 North Grant, Odessa, Texas 79764-4797 (the “Bank”).
FIRST MODIFICATION AND AMENDMENT OF TERM NOTETerm Note • February 26th, 2010 • Baron Energy Inc. • Crude petroleum & natural gas
THIS FIRST MODIFICATION AND AMENDMENT OF TERM NOTE (this “Modification”) is entered into as of the 28th day of December 2009, effective as of December 15, 2009, by and between, by and between ESCONDE RESOURCES LP, a Texas limited partnership, whose address is 3327 West Wadley Ave., Suite 3-267, Midland, TX 79707 (the “Maker”), and AMERICAN STATE BANK, a Texas banking association, whose address is 620 N. Grant, Odessa, Texas 79761-4797 (the “Bank”).
PLAN OF MERGERPlan of Merger • February 26th, 2010 • Baron Energy Inc. • Crude petroleum & natural gas • Texas
THIS PLAN OF MERGER (this “Plan”), dated as of February 19, 2010, is entered into by and among PERMIAN LEGEND PETROLEUM INC., a Texas corporation (“Permian”) and PERTEX ACQUISITION, INC. a Texas corporation (“Merger Sub”).
SECOND AMENDMENT TO LOAN AGREEMENTLoan Agreement • February 26th, 2010 • Baron Energy Inc. • Crude petroleum & natural gas • Texas
This Second Amendment to Loan Agreement (this “Amendment”) is entered into as of the 30th day of September, 2009, by and among BASELINE CAPITAL, INC. (“Lender”), PERMIAN LEGEND PETROLEUM LP (“Borrower”) and PERMIAN LEGEND LLC (“Guarantor”), with reference to the following facts:
AMERICAN STATE BANK 620 NORTH GRANT AVENUE ODESSA, TEXAS 79761Loan Agreement • February 26th, 2010 • Baron Energy Inc. • Crude petroleum & natural gas • Texas
Esconde Resources, LP (the “Borrower”), Esconde Energy, LLC (the “Guarantor”), and American State Bank (alternatively, “ASB”, the “Bank”, or the “Lender”) have previously entered into that certain Loan Agreement, dated as of September 28, 2006; as amended by that certain First Amendment to Loan Agreement, dated as of September 28, 2007; as further amended by that certain Second Amendment to Loan Agreement, dated as of November 29, 2007; as further amended by that certain Third Amendment to Loan Agreement, dated as of November 1, 2008; and as further amended by that certain Fourth Amendment to Loan Agreement, dated as of March 31, 2009 (as so amended, the “ Existing Loan Agreement”).
FIFTH MODIFICATION AND AMENDMENTTerm Note • February 26th, 2010 • Baron Energy Inc. • Crude petroleum & natural gas
THIS FIFTH MODIFICATION AND AMENDMENT OF TERM NOTE (this “Modification”) is entered into as of the 15th day of October 2009, effective as of July 15, 2009, by and between PERMIAN LEGEND PETROLEUM, LP, a Texas limited partnership, whose address is 3327 West Wadley Avenue, Suite 3, No. 267 (the “Maker”); and AMERICAN STATE BANK, a Texas banking association, whose address is 620 North Grant, Odessa, Texas 79764-4797 (the “Bank”).
THIRD AMENDMENT TO LOAN AGREEMENTLoan Agreement • February 26th, 2010 • Baron Energy Inc. • Crude petroleum & natural gas
THIS THIRD AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is entered into as of the 17th day of March 2009, but effective as of February 15, 2009, by and among PERMIAN LEGEND PETROLEUM, LP, a Texas limited partnership, whose address 3327 West Wadley Avenue, Suite 3, No. 267, Midland, Texas 79707 (the “Borrower”); PERMIAN LEGEND, LLC, a Texas limited liability company, whose address is also 3327 West Wadley Avenue, Suite 3, No. 267, Midland, Texas 79707 (“Permian LLC”); LISA P. HAMILTON, an individual, whose address is 3327 West Wadley Avenue, Suite 3, No. 267, Midland, Texas 79707 (“Hamilton”); RONNIE L. STEINOCHER, also an individual, whose address is 2100 West Wadley Avenue, No. 21, Midland, Texas 79701 (“Steinocher”); and AMERICAN STATE BANK, a Texas banking association, whose address is 620 North Grant, Odessa, Texas 79764-4797 (alternatively, the “Bank” or the “Lender”). Permian LLC, Hamilton, and Steinocher are collectively referred to herein as the “Guarantors”.
TERM NOTETerm Note • February 26th, 2010 • Baron Energy Inc. • Crude petroleum & natural gas
PLAN OF MERGERPlan of Merger • February 26th, 2010 • Baron Energy Inc. • Crude petroleum & natural gas • Texas
THIS PLAN OF MERGER (this “Plan”), dated as of February 19, 2010, is entered into by and among ESCONDE RESOURCES INC., a Texas corporation (“Esconde”) and PERTEX ACQUISITION, INC. a Texas corporation (“Merger Sub”).
FOURTH AMENDMENT TO LOAN AGREEMENTLoan Agreement • February 26th, 2010 • Baron Energy Inc. • Crude petroleum & natural gas
THIS FOURTH AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is entered into as of the 15th day of May 2009, to be effective for all purposes as of May 1, 2009 (the “Effective Date”), by and among PERMIAN LEGEND PETROLEUM, LP, a Texas limited partnership, whose address 3327 West Wadley Avenue, Suite 3, No. 267, Midland, Texas 79707 (the “Borrower”); PERMIAN LEGEND, LLC, a Texas limited liability company, whose address is also 3327 West Wadley Avenue, Suite 3, No. 267, Midland, Texas 79707 (“Permian LLC”); LISA P. HAMILTON, an individual, whose address is 3327 West Wadley Avenue, Suite 3, No. 267, Midland, Texas 79707 (“Hamilton”); RONNIE L. STEINOCHER, also an individual, whose address is 2100 West Wadley Avenue, No. 21, Midland, Texas 79701 (“Steinocher”); and AMERICAN STATE BANK, a Texas banking association, whose address is 620 North Grant, Odessa, Texas 79764-4797 (alternatively “American State”, the “Bank” or the “Lender”). Permian LLC, Hamilton, and Steinocher are collectively refe
MODIFICATION AND AMENDMENTModification and Amendment of Term Note • February 26th, 2010 • Baron Energy Inc. • Crude petroleum & natural gas
THIS MODIFICATION AND AMENDMENT OF TERM NOTE (this “Modification”) is entered into as of the 15th day of October 2008, by and between PERMIAN LEGEND PETROLEUM, LP, a Texas limited partnership, whose address is 3327 West Wadley Avenue, Suite 3, No. 267 (the “Maker”); and AMERICAN STATE BANK, a Texas banking association, whose address is 620 North Grant, Odessa, Texas 79764-4797 (the “Bank”).
THIRD MODIFICATION AND AMENDMENTTerm Note • February 26th, 2010 • Baron Energy Inc. • Crude petroleum & natural gas
THIS THIRD MODIFICATION AND AMENDMENT OF TERM NOTE (this “Modification”) is entered into as of the 17th day of March 2009, effective February 15, 2009, by and between PERMIAN LEGEND PETROLEUM, LP, a Texas limited partnership, whose address is 3327 West Wadley Avenue, Suite 3, No. 267 (the “Maker”); and AMERICAN STATE BANK, a Texas banking association, whose address is 620 North Grant, Odessa, Texas 79764-4797 (the “Bank”).
MEMORANDUM OF ASSIGNMENTAssignment of Oil and Gas Leases • February 26th, 2010 • Baron Energy Inc. • Crude petroleum & natural gas
This Memorandum of Assignment is made .and entered into as of the 1st day of August, 2007, by and between PERMIAN LEGEND PETROLEUM LP, whose address is 3327 W. Wadley Ave., Suite 3, #267, Midland, Texas 79707 (“Assignor”), and BASELINE CAPITAL, INC., whose address is 508 West Wall, Suite 775, Midland, Texas 79701 (“Assignee”).
SUBORDINATION AGREEMENTSubordination Agreement • February 26th, 2010 • Baron Energy Inc. • Crude petroleum & natural gas
THIS SUBORDINATION AGREEMENT (this “Agreement”) is made and entered into as of August 1, 2008 by and among BaseLine Capital, Inc. (“Subordinated Lender”), Permian Legend Petroleum LP (“Borrower”), Permian Legend LLC (“Guarantor”) and American State Bank (“Senior Lender”), with reference to the following facts:
LOAN AGREEMENTLoan Agreement • February 26th, 2010 • Baron Energy Inc. • Crude petroleum & natural gas • Texas
This Loan Agreement (this “Agreement”) is made and entered into as of the 1st day of August, 2007 by and between Baseline Capital, Inc. (“Lender”), Permian Legend Petroleum LP (“Borrower”), and Permian Leger d LLC (“Guarantor”), with reference to the following facts:
SUBORDINATION AGREEMENTSubordination Agreement • February 26th, 2010 • Baron Energy Inc. • Crude petroleum & natural gas
THIS SUBORDINATION AGREEMENT (this “Agreement”) is made and entered into as of September 28, 2006 by and among BaseLine Capital, Inc. (“Subordinated Lender”), Esconde Resources LP (“Borrower”), Esconde Energy LLC (“Guarantor”) and American State Bank (“Senior Lender”), with reference to the following facts:
AGREEMENT AND PLAN OF MERGER by and among BARON ENERGY, INC., a Nevada corporation, ESCONDE RESOURCES, INC., a Texas corporation, PERMIAN LEGEND PETROLEUM, INC., a Texas corporationMerger Agreement • February 26th, 2010 • Baron Energy Inc. • Crude petroleum & natural gas • Texas
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 19, 2010 (the “Execution Date”), is entered into by and among ESCONDE RESOURCES INC., a Texas corporation (“Esconde”), PERMIAN LEGEND PETROLEUM, INC., a Texas corporation (“Permian”), BARON ENERGY, INC., a Nevada corporation (“Parent”) and PERTEX ACQUISITION, INC. a Texas corporation, which is a wholly owned Subsidiary of Parent (“Merger Sub”).
SECOND AMENDMENT TO LOAN AGREEMENTLoan Agreement • February 26th, 2010 • Baron Energy Inc. • Crude petroleum & natural gas
THIS SECOND AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is entered into as of the 2nd day of January 2009, by and among PERMIAN LEGEND PETROLEUM, LP, a Texas limited partnership, whose address 3327 West Wadley Avenue, Suite 3, No. 267, Midland, Texas 79707 (the “Borrower”); PERMIAN LEGEND, LLC, a Texas limited liability company, whose address is also 3327 West Wadley Avenue, Suite 3, No. 267, Midland, Texas 79707 (“Permian LLC”); LISA P. HAMILTON, an individual, whose address is 3327 West Wadley Avenue, Suite 3, No. 267, Midland, Texas 79707 (“Hamilton”); RONNIE L. STEINOCHER, also an individual, whose address is 2100 West Wadley Avenue, No. 21, Midland, Texas 79701 (“Steinocher”); and AMERICAN STATE BANK, a Texas banking association, whose address is 620 North Grant, Odessa, Texas 79764-4797 (alternatively, the “Bank” or the “Lender”). Permian LLC, Hamilton, and Steinocher are collectively referred to herein as the “Guarantors”.
SIXTH MODIFICATION AND AMENDMENTTerm Note • February 26th, 2010 • Baron Energy Inc. • Crude petroleum & natural gas
THIS SIXTH MODIFICATION AND AMENDMENT OF TERM NOTE (this “Modification”) is entered into as of the 28th day of December 2009, effective as of December 15, 2009, by and between PERMIAN LEGEND PETROLEUM LP, a Texas limited partnership, whose address is 3327 West Wadley Avenue, Suite 3, No. 267 (the “Maker”); and AMERICAN STATE BANK, a Texas banking association, whose address is 620 North Grant, Odessa, Texas 79761-4797 (the “Bank”).
CONSENT AND FIRST AMENDMENT TO LOAN AGREEMENTLoan Agreement • February 26th, 2010 • Baron Energy Inc. • Crude petroleum & natural gas • Texas
This Consent and First Amendment to Loan Agreement (this “Amendment”) is made and entered into as of the 31st day of October, 2008 by and among BaseLine Capital, Inc. (“Lender”), Permian Legend Petroleum LP (“Borrower”) and Permian Legend LLC (“Guarantor”) with reference to the following facts:
GUARANTYGuaranty • February 26th, 2010 • Baron Energy Inc. • Crude petroleum & natural gas
THIS GUARANTY (this “Guaranty”) is made as of the 28th day of September, 2006, by ESCONDE ENERGY LLC, a Texas limited liability company (“Guarantor”), in favor of BASELINE CAPITAL, INC., a Texas corporation (“Lender”);
SIXTH AMENDMENT TO LOAN AGREEMENTLoan Agreement • February 26th, 2010 • Baron Energy Inc. • Crude petroleum & natural gas
THIS SIXTH AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is entered into as of the 28th day of December 2009, to be effective for all purposes as of December 15, 2009 (the “Effective Date”), by and among PERMIAN LEGEND PETROLEUM, LP, a Texas limited partnership, whose address 3327 West Wadley Avenue, Suite 3, No. 267, Midland, Texas 79707 (the “Borrower”); PERMIAN LEGEND, LLC, a Texas limited liability company, whose address is also 3327 West Wadley Avenue, Suite 3, No. 267, Midland, Texas 79707 (“Permian LLC”); LISA P. HAMILTON, an individual, whose address is 3327 West Wadley Avenue, Suite 3, No. 267, Midland, Texas 79707 (“Hamilton”); RONNIE L. STEINOCHER, also an individual, whose address is 2100 West Wadley Avenue, No. 21, Midland, Texas 79701 (“Steinocher”); and AMERICAN STATE BANK, a Texas banking association, whose address is 620 North Grant, Odessa, Texas 79761-4797 (alternatively “American State”, the “Bank” or the “Lender”). Permian LLC, Hamilton, and Steinocher are collect
SECURITY AGREEMENTSecurity Agreement • February 26th, 2010 • Baron Energy Inc. • Crude petroleum & natural gas • Texas
THIS SECURITY AGREEMENT (this “Security Agreement”), dated as of August 1, 2007, is between PERMIAN LEGEND PETROLEUM LP, a Texas limited partnership, whose address is 3327 W. Wadley Ave., Suite 3, #267, Midland, Texas 79707 (the “Debtor”), and BASELINE CAPITAL, INC., a Texas corporation, whose address is 508 W. Wall Street, Suite 775, Midland, Texas 79701 (the “Secured Party”).
LOAN AGREEMENTLoan Agreement • February 26th, 2010 • Baron Energy Inc. • Crude petroleum & natural gas • Texas
This Loan Agreement (this “Agreement”) is made and entered into on the 28th day of September, 2006 by and between BaseLine Capital, Inc. (“Lender”) and Esconde Resources LP (“Borrower”) and Esconde Energy LLC (the “Guarantor”), with reference to the following facts:
FOURTH MODIFICATION AND AMENDMENTTerm Note • February 26th, 2010 • Baron Energy Inc. • Crude petroleum & natural gas
THIS FOURTH MODIFICATION AND AMENDMENT OF TERM NOTE (this “Modification”) is entered into as of the 15th day of May 2009, effective as of May 1, 2009, by and between PERMIAN LEGEND PETROLEUM, LP, a Texas limited partnership, whose address is 3327 West Wadley Avenue, Suite 3, No. 267 (the “Maker”); and AMERICAN STATE BANK, a Texas banking association, whose address is 620 North Grant, Odessa, Texas 79764-4797 (the “Bank”).
