WHEN RECORDED, RETURN TO:
▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
DEED OF TRUST AND SECURITY AGREEMENT
(Oil and Gas)
THIS DEED OF TRUST AND SECURITY AGREEMENT (this "Deed of Trust") is
made as of this 15th day of October, 2003, by PANNONIAN ENERGY INC., a Delaware
corporation whose address is ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Trustor"); in favor of ▇▇▇ ▇. ▇▇▇▇, a member of the
Utah State Bar, whose address is ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP, ▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, and also to any
substitute or successor Trustee as hereinafter provided (all of whom
collectively are included within the term "Trustee" as used hereinafter); and
BFSUS SPECIAL OPPORTUNITIES TRUST PLC, a public limited company registered in
England and Wales, RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC., a Texas
corporation, and RENAISSANCE US GROWTH & INCOME TRUST PLC, a public limited
company registered in England and Wales, the address of all three of which, for
purposes of this Deed of Trust, is ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇-▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (collectively, the "Beneficiary").
WITNESSETH:
Gasco Energy, Inc. ("Gasco"), a Nevada corporation that is the sole
shareholder of Trustor, has delivered to Trustee a Convertible Loan Agreement
dated as of October 15, 2003 (the "Loan Agreement");
Trustor has delivered to Renaissance Capital Group, Inc., acting in its
capacity as agent for the Beneficiary, a Subsidiary Guaranty Agreement dated as
of October 15, 2003 (as amended, restated, or replaced from time to time, the
"Subsidiary Guaranty"), and terms which are defined in that Subsidiary Guaranty
shall have the same meanings in this Deed of Trust, unless otherwise defined
herein or unless the context otherwise requires; and
Pursuant to the Subsidiary Guaranty, Trustor has guaranteed the payment
and performance of the Liabilities and, in order to collateralize the Subsidiary
Guaranty, has agreed to grant to Trustee for the benefit of Beneficiary a first
priority security interest in and to certain interests in real and personal
property owned and hereafter to be acquired by Trustor in the State of Utah.
NOW, THEREFORE, in consideration of the premises and the indebtedness
and trusts hereinafter set forth and of the sum of Ten Dollars, cash in hand
paid, the receipt and sufficiency of which are hereby acknowledged, Trustor does
grant and convey unto Trustee, in trust, with power of sale, all of Trustor's
interest in the real property described below, as well as all of Trustor's
interest in the property relating thereto and all appurtenances belonging or in
anywise appertaining thereto, whether owned or hereafter acquired, and all of
Trustor's rights, titles and interests in and to and relating to such property,
and does assign and pledge to Beneficiary and its successors and assigns, and
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does grant to Beneficiary and its successors and assigns a security interest
under the Uniform Commercial Code of Utah (the "Code"), in all of Trustor's
personal property (including fixtures and improvements) described below and
owned by Trustor, as well as all of Trustor's property relating thereto and all
appurtenances belonging or in anywise appertaining thereto, whether owned or
hereafter acquired, and all of Trustor's rights, titles and interests in and to
and relating to such property, and all products thereof and proceeds derived
therefrom, including proceeds of insurance, with all such real and personal
property subject to this Deed of Trust sometimes collectively called the "Trust
Estate," including, but not limited to, the following:
(a) all oil and gas ▇▇▇▇▇ specifically identified in Exhibit 1 (the
"▇▇▇▇▇"), together with the oil, gas, casinghead gas, drip gasoline,
natural gasoline and all other liquid and gaseous hydrocarbons
(collectively, "oil and gas") produced through the wellbores of the
▇▇▇▇▇; and
(b) all oil and gas leases described in Exhibit 1 hereto attached and made
a part hereof, insofar and only insofar as the leases cover the lands
described in Exhibit 1 and then only to the extent that such leases
are necessary to produce and operate the ▇▇▇▇▇ (collectively, the
"Leases"), as executed in favor of, or as assigned, sublet, farmed-out
or otherwise transferred to Trustor, together with all easements,
privileges, surface rights, production and drilling rights and all
other rights, privileges, titles and interests appurtenant thereto or
relating thereto, but only to the extent necessary to produce and
operate the ▇▇▇▇▇; and
(c) all currently existing unitization, communitization and pooling
agreements and the units created thereby (including without limitation
all units formed under orders, regulations, rules or other official
acts of any federal, state or other governmental body or agency having
jurisdiction) relating to the ▇▇▇▇▇, in each case subject to all
segregation agreements which may now or hereafter be recorded in the
applicable real property records, provided, however, that the Trust
Estate shall not include any interest whatsoever, even under the
Leases, in new communitization or pooling agreements which may now or
hereafter be recorded relating to oil and gas ▇▇▇▇▇ other than the
▇▇▇▇▇; and
(d) all intangible personal property, now owned or hereafter acquired,
such as chattel paper, instruments, documents, general intangibles,
accounts, accounts receivable, contract rights and other rights to the
payment of moneys in connection with, or relating to, the ▇▇▇▇▇ and
the production and transportation of oil and gas therefrom, together
with all operating agreements, drilling agreements, gas purchase
contracts, oil purchase contracts, standing purchase orders for oil,
and other agreements relating to the ▇▇▇▇▇ and the production and
transportation of oil and gas therefrom; and
(e) all tangible personal property, now owned or hereafter acquired,
including without limitation inventory, materials, supplies, tanks,
boilers, compressors, tubing, casing, rods, line pipe, connections,
pumping outfits, derricks, houses, jacks, tubing, cable lines,
materials, machinery, equipment, and any and all other property
(including fixtures and improvements) and appurtenances, but only to
the extent used in connection with the ▇▇▇▇▇ and the production and
transportation of oil and gas therefrom, and any replacements,
attachments or accessories now or hereafter attached, added or
affixed; and
Trustor hereby expressly confirms its intention to include in the
foregoing definition of Trust Estate all of the real and personal property now
owned by it which is required to produce and operate its interest in the ▇▇▇▇▇
and to receive its share of production and production proceeds from the ▇▇▇▇▇,
while Beneficiary confirms its intention to exclude from the foregoing
definition of Trust Estate all of Trustor's real and personal property required
to produce and operate Trustor's interest in all oil and gas ▇▇▇▇▇, now existing
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or hereafter drilled, other than the ▇▇▇▇▇ and to exclude Trustor's share of
production and production proceeds from such other ▇▇▇▇▇, even if such other
▇▇▇▇▇ are located on lands described in Exhibit 1.
Without in any manner limiting the generality of any of the other
provisions hereof, this instrument is a deed of trust of both real and personal
property, a security agreement, a financing statement and an assignment, and
also covers proceeds and fixtures. This Deed of Trust shall be effective as a
financing statement filed as covering minerals or the like (including oil and
gas) and accounts subject to Subsection (4) of ss. 9a-301 of the Code, which
minerals or the like (including oil and gas) or accounts will be financed at the
wellhead located on the Trust Estate.
TO HAVE AND TO HOLD the Trust Estate unto Trustee and its successors in
the trust forever.
IN TRUST NEVERTHELESS to secure Trustor's payment and performance of
the Guarantee Obligations, including, without limitation, Trustor's guaranty of
the full payment by Gasco of Gasco's aggregate principal indebtedness of
$2,500,000 under three Debentures, each of which matures on October 15, 2008.
As further security for Trustor's payment and performance of the
Guarantee Obligations, and for the same consideration hereinabove set forth, and
cumulative of any and all other rights and remedies herein provided, Trustor
warrants, grants, bargains, conveys, sells, transfers and assigns unto Trustee
for the benefit of the Beneficiary all of Trustor's interest in the proceeds
(less severance, production, ad valorem and windfall profits taxes) of oil and
gas and other minerals produced through the wellbores of the ▇▇▇▇▇, including
without limitation all right, title and interest of Trustor in, to and under any
contracts for the sale of minerals produced from and after the effective date
hereof at 7:00 a.m. local time from the Trust Estate. Upon actual receipt of
written notice of the occurrence of an Event of Default, as that term is defined
in Section 5 of the Subsidiary Guaranty, purchasers of oil and gas produced from
the ▇▇▇▇▇ are irrevocably authorized and directed to pay directly to Trustee for
the account of Beneficiary the interest of Trustor in the proceeds of the sale
of the oil and gas produced from the ▇▇▇▇▇, and to continue such payments until
they have been furnished with release hereof, executed by Trustee in writing. No
production purchaser shall be required to see to the proper application by
Beneficiary of such proceeds so paid to it, and Trustor covenants (i) to cause
all production purchasers to pay promptly to Trustee the interest of Trustor in
the proceeds of the sale thereof and (ii) to execute and deliver such transfer
orders or other documents as may be necessary or proper to effect such payments.
All proceeds of oil and gas production from the ▇▇▇▇▇ shall, however, be paid by
each production purchaser directly to Trustor until such time as the production
purchaser has actually received written notice from the Trustee of the
occurrence of an Event of Default.
Beneficiary and Trustee shall never be under any obligation to enforce
the collection of such proceeds so assigned hereunder, nor shall either of them
ever be liable for failure to exercise diligence in the collection thereof, but
they shall only be accountable for such sums as they shall actually receive.
1. Representations And Warranties. Trustor hereby confirms and makes anew
to Beneficiary all of the representations and warranties that are set forth in
Section 11 of the Subsidiary Guaranty, intending that this confirmation shall
have the same force and effect as if each of the representations and warranties
contained in Section 11 of the Subsidiary Guaranty were set forth in full in
this Deed of Trust.
2. Covenants. Trustor hereby confirms and makes anew to Beneficiary all of
the covenants that are set forth in Sections 12 and 13 of the Subsidiary
Guaranty, intending that this confirmation shall have the same force and effect
as if each of the covenants contained in Sections 12 and 13 of the Subsidiary
Guaranty were set forth in full in this Deed of Trust, and, in addition, agrees
that:
3
(a) Trustor will promptly pay or cause to be paid all royalties,
rentals, and other obligations accruing under, and perform or cause to be
performed every act or thing required by the Leases; will keep the Leases
in full force and effect; will not amend or modify, or permit the amendment
or modification of, the Leases, if such amendment or modification would
reduce any amounts payable to, or otherwise materially adversely affect any
benefit accruing to, or other interest of, Trustor; and will promptly
notify Beneficiary of any event, occurrence or transaction which would
result in the termination of any Lease.
(b) Trustor will pay or cause to be paid when due all taxes, charges,
claims and assessments which may be assessed or levied by any public
authority against or upon the Trust Estate, and also any taxes, charges,
claims (including claims of mechanics and materialmen) or assessments for
which Trustor may become liable or which may by law become a lien on the
Trust Estate either having priority over the lien of this Deed of Trust;
provided, however, that Trustor need not pay any tax, charge, claim,
assessment or liability so long as its validity or amount shall be
contested in good faith by appropriate proceedings duly prosecuted.
(c) Except with the specific written consent of Beneficiary, Trustor
will not sell, lease, transfer, mortgage, pledge, charge, ▇▇▇▇▇ ▇ ▇▇▇▇ upon
or security interest in, or otherwise dispose of or encumber, or permit any
encumbrance to attach to, the Trust Estate or any part thereof, other than
Permitted Liens (as such term is defined in the Loan Agreement).
(d) Trustor represents and warrants that it has obtained, and agrees
that it will obtain, or shall cause to be obtained, all permissions,
licenses, easements, rights of way, and all local, state and federal
governmental approvals, authorizations, consents and permits, as well as
all permissions necessary to the ownership, development and operation of
the Trust Estate, all of which are, and shall be kept in, full force and
effect, consistent with the Drilling Program (as such term is defined in
the Loan Agreement).
(e) Trustor will continuously operate, or cause to be operated, the
Trust Estate in good and workmanlike manner and in accordance with sound
and approved practices, consistent with the Drilling Program; will
maintain, or cause to be maintained, the Trust Estate in good repair,
working order and condition; will not commit or permit any waste or
impairment of the Trust Estate; will not permit the Trust Estate to be used
in violation of any statute or regulation; will otherwise protect and
preserve, or cause to be protected and preserved, the Trust Estate; and
will permit Beneficiary and its representatives and agents, or cause them
to be permitted, to inspect the Trust Estate during normal business hours.
If and when any of the ▇▇▇▇▇ ceases producing oil and gas in paying
quantities or is of no further use, or Trustor or any other person,
corporation or other entity is required to do so under any agreement or
law, Trustor will plug and abandon or cause to be plugged and abandoned,
such Well in accordance with the local, state and federal laws and
regulations then in force.
(f) Trustor shall, whenever and so often as requested by Beneficiary,
promptly execute and deliver or cause to be executed and delivered all such
other and further instruments, documents or assurances (including all such
as may from time to time be required by pipeline companies or other
purchasing parties) and shall promptly do or cause to be done all such
other and further things, as may by Beneficiary be deemed necessary,
expedient or advisable in order to better and more fully preserve or vest
in it all rights, interest, powers, benefits, privileges and advantages
conferred or intended to be conferred by this Deed of Trust or by any other
instrument delivered simultaneously herewith or pursuant hereto.
4
3. Rights And Remedies Upon Default. Upon the occurrence of an Event of
Default, as that term is defined in Section 5 of the Subsidiary Guaranty,
Trustee may by written notice to Trustor declare all of the Guarantee
Obligations immediately due, whereupon all such Guarantee Obligations shall
become immediately due. In addition, Beneficiary may exercise any one or more of
the following remedies:
(a) Without notice to or demand on Trustor or any other person,
Beneficiary may (i) forthwith enter into and upon any or all of the Trust
Estate, either in person or by agent, and take possession of any or all of
the Trust Estate without process of law, without liability to Trustor or
other owner or owners of the Trust Estate; manage the Trust Estate, or any
part thereof; collect and receive the rents, issues and profits thereof and
apply the same to the Guarantee Obligations, after first deducting the
costs and expenses incurred in managing the Trust Estate; or (ii) have a
receiver appointed by any court having jurisdiction to take charge and
manage the Trust Estate. Nothing herein contained shall be construed as a
substitute for, or in derogation of, the right to foreclose this Deed of
Trust or as imposing any duty or obligation upon Beneficiary to take charge
of the Trust Estate, or to collect said rents, issues or profit or to have
a receiver appointed for such purposes.
(b) If the power of sale is invoked, Trustee, upon the written request
of Beneficiary, shall execute a written notice of the occurrence of an
Event of Default and of the election to cause the Trust Estate to be sold
and shall record such notice in each county in which the Trust Estate is
located. Beneficiary or Trustee shall mail copies of such notice in the
manner prescribed by applicable law to Trustor and to the other persons
prescribed by applicable law. In the event Trustor does not cure the
default within the time prescribed by applicable law, Trustee shall give
public notice of the sale to the persons and in the manner prescribed by
applicable law. After the time required by applicable law, Trustee, without
demand on Trustor, shall sell the Trust Estate at public auction to the
highest bidder at the time and place and under the terms designated in the
notice of sale in one or more parcels and in the order the Trustee
determines, but subject to any statutory right the Trustor may have to
direct the order in which the Trust Estate is sold. Trustee may in
accordance with applicable law postpone sale of all or any portion of the
Trust Estate by public announcement at the time and place of the previously
scheduled sale. Beneficiary or its designee may purchase the Trust Estate
at any such sale. Out of the proceeds of such sale Trustee shall pay,
first, the costs and expenses of executing this trust, including but not
limited to reasonable Trustee's and attorneys' fees; second, to Beneficiary
in the full amount necessary to satisfy the Guarantee Obligations; and,
third, the balance, if any, to Trustor, its successors or assigns.
(c) To the extent that Chapter 9a of the Code is applicable to the
Trust Estate, Trustee shall have the right to and may, at the option of
Beneficiary, exercise any or all of the rights and remedies of a secured
party under the Code, in addition to such rights and remedies as are
provided herein or in any of the Loan Documents. To assist Trustee in the
exercise of such rights and remedies Trustor shall, at Trustee's request
and at Trustor's expense, assemble and prepare for removal at and to places
to be designated by Beneficiary such items of the Trust Estate as are
selected by Trustee. Any requirement of law as to reasonable notification
of the time and place of any public sale, or of the time after which any
private sale or other intended disposition of the Trust Estate is to be
made, shall be met by giving Trustor seven days' prior written notice of
the time and place of any such public sale or the time after which any such
private sale or any other intended disposition is to be made.
(d) The provisions hereof with respect to foreclosure under this
instrument as a deed of trust are intended to comply with the provisions of
the statutes of Utah relating to such foreclosure, as in force and effect
on the date hereof, and in the event the statutory requirements for
foreclosure shall be modified by future amendment, the requirements for
foreclosure, including notice, shall be deemed to be modified in this
instrument in conformity with such amendment.
5
(e) In the event of suit being brought to foreclose this Deed of Trust
by reason of any default, all costs of such suit allowable by applicable
law shall be included in any judgment or decree as part of the Guarantee
Obligations secured by this Deed of Trust, and there shall likewise be
included in any such judgment or decree, all sums paid out by Beneficiary
for stenographic fees and for outlays for documentary evidence, including
cost of bringing down to date all abstracts of title or policies of title
insurance relating to the property covered hereby, and for the examination
of and rendering of an opinion of title for the purpose of any such
foreclosure.
(f) Beneficiary may have or take other security or guarantees for the
Guarantee Obligations or for any part of the same, although neither the
giving of this Deed of Trust nor the acceptance of any additional security
or guarantee shall operate to prevent or hinder Beneficiary from resorting
first to such other security or first to the security herein given, or
first from time to time to either or both; and Beneficiary may from time to
time as it sees fit, in its sole 'and uncontrolled discretion, resort to
all or any part of the Trust Estate covered hereby, without resorting to
all or any other security given to secure the Guarantee Obligations; and
that such action on its part shall not in anywise be considered as a waiver
of any of the benefits or rights conferred by the Deed of Trust.
(g) The remedies herein provided are cumulative and that no remedy
herein conferred is intended to be exclusive of any other remedy or
remedies. Beneficiary may, in addition to the remedies herein provided,
avail itself of such other remedy or remedies as may now or hereafter exist
at law or in equity. No delay or omission by Trustee or Beneficiary in
exercising or enforcing the rights and powers herein granted and no
exercise or enforcement thereof shall be considered as a waiver thereof or
be held to exhaust such rights and powers.
(h) Any and all options or rights of election herein provided for the
benefit of Beneficiary shall be continuing; and it is expressly understood
and agreed that failure to exercise any of such options upon a particular
default or breach or upon any subsequent default or breach shall not be
construed as waiving the right of such option or election for any default
or breach occurring thereafter.
4. Request for Notices. Trustor requests that copies of the notices of
default and sale be sent to the address specified for it in Section 9, below.
5. Foreclosure Commenced But Not Completed. In the event that foreclosure
proceedings are instituted hereunder but are not completed, Trustor shall
reimburse Trustee and Beneficiary for all costs and expenses incurred by them in
commencing such proceedings.
6. Acts of Trustee. Trustee may act in the execution of this trust, and
Trustee is authorized to act by agent or attorney in the execution of this
trust. It shall not be necessary for the Trustee to be present in person at any
foreclosure sale under this Deed of Trust.
7. Substitution Of Trustee. Beneficiary may, at any time and from time to
time hereafter, without notice, appoint and substitute another trustee or
trustees, corporations or persons, in place of the Trustee herein named to
6
execute the trust herein created. Upon such appointment, either with or without
a conveyance to said substituted trustee or trustees by the Trustee herein
named, or by any substituted trustee in case the said right of appointment is
exercised more than once, the new and substituted trustee or trustees in each
instance shall be vested with all the rights, titles, interests, powers, duties
and trusts in the premises which are vested in and conferred upon the Trustee
herein named; and such new and substituted trustee or trustees shall be
considered the successors and assigns of the Trustee who is named herein with
the meaning of this instrument, and substituted in his place and stead.
8. Non-Waiver. No failure of Beneficiary or Trustee to exercise any option
herein contained shall constitute a waiver of any right or privilege herein
given or granted to Beneficiary or Trustee, and a waiver by Beneficiary or
Trustee of the right to exercise any option as to any breach or default shall
not constitute a waiver of the right to exercise the same option, or any other
option herein contained, as to another or any continuing or subsequent breach of
default.
9. Notices. Notices required by applicable law shall be given in accordance
with applicable law. All other notices, requests, demands and other
communications required or permitted to be given hereunder shall be deemed duly
given if in writing and delivered personally or mailed, postage prepaid,
registered or certified, at the following addresses or at such other address as
a party may designate in the manner provided in this paragraph:
If to Borrower: Pannonian Energy Inc.
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier:
with a copy to: ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP
2300 First City Tower
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
If to Beneficiary: Renaissance Capital Growth & Income Fund III,Inc.
c/o Renaissance Capital Group, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇-▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
President and CEO
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Renaissance US Growth & Income Trust PLC
c/o Renaissance Capital Group, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇-▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
President and CEO
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
7
BFSUS Special Opportunities Trust PLC
c/o Renaissance Capital Group, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇-▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
President and CEO
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ L.L.P.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
If to Trustee: ▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Ingersoll, LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
10. Governing Law. This Deed of Trust shall be governed by Utah law.
11. Successors and Assigns. All covenants, agreements, representations and
warranties contained herein shall bind, and the benefits and advantages shall
inure to, the respective successors and assigns of the parties hereto.
IN WITNESS WHEREOF, Trustor has caused this Deed of Trust to be duly
executed and delivered as of the date first above written.
PANNONIAN ENERGY INC.
By:
-----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
8
STATE OF COLORADO )
) ss.
COUNTY OF ARAPAHOE )
The foregoing instrument was acknowledged before me this _____ day of
October, 2003, by ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as President of Pannonian Energy Inc., a
Delaware corporation.
Witness my hand and official seal.
My commission expires:
Notary Public
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Exhibit 1
Deed of Trust and Security Agreement (Oil and Gas)
The five following ▇▇▇▇▇, together with the leases set forth below, but
only insofar as the leases cover the specific quarter-quarter section described
below and only insofar as they may be necessary to produce and operate the five
following ▇▇▇▇▇, and not other ▇▇▇▇▇:
Well Name: Lytham ▇▇▇▇▇▇▇ ▇▇. ▇▇-▇▇-▇-▇▇
▇▇▇▇▇▇: ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America
Lessee: Pannonian Energy, Inc.
Serial No.: UTU - 78433
Effective Date: July 1, 1999
Recorded: January 9, 2001, Book 748, page 495
Description: Township 9 South, Range 19 East
-------------------------------
Section 22: SE/4 NW/4
Uintah County, Utah
Well Name: ▇▇▇▇▇▇▇ ▇▇. ▇▇-▇▇-▇-▇▇
▇▇▇▇▇▇: ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America
Lessee: Pannonian Energy, Inc.
Serial No.: UTU - 78433
Effective Date: July 1, 1999
Recorded: January 9, 2001, Book 748, page 495
Description: Township 9 South, Range 19 East
-------------------------------
Section 21: NE/4 SW/4
Uintah County, Utah
Well Name: Federal ▇▇. ▇▇-▇▇-▇-▇▇
▇▇▇▇▇▇: ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇
Lessee: Retamco Operating, Inc.
Serial No.: UTU - 76489
Effective Date: July 1, 1997
Recorded: January 9, 2001, Book 748, page 459
Description: Township 9 South, Range 19 East
-------------------------------
Section 31: SW/4 NE/4
Uintah County, Utah
10
Well Name: ▇▇▇▇▇▇▇ ▇▇. ▇▇-▇▇-▇-▇▇
▇▇▇▇▇▇: ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America
Lessee: Medallion Exploration
Serial No.: UTU - 76262
Effective Date: April 1, 1997
Recorded: December 21, 2001, Book 747, page 245
Description: Township 9 South, Range 19 East
-------------------------------
Section 29: NE/4 SW/4
Uintah County, Utah
Well Name: ▇▇▇▇▇▇▇ ▇▇. ▇▇-▇▇-▇-▇▇
▇▇▇▇▇▇: ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America
Lessee: Medallion Exploration
Serial No.: UTU - 76262
Effective Date: April 1, 1997
Recorded: December 21, 2001, Book 747, page 245
Description: Township 9 South, Range 19 East
-------------------------------
Section 29: SE/4 NE/4
Uintah County, Utah
This is intended to be a wellbore deed of trust only.
11