BILL OF SALE AND ASSIGNMENT IN LIEU OF FORECLOSURE
▇▇▇▇ OF SALE AND ASSIGNMENT IN LIEU OF FORECLOSURE
THIS ▇▇▇▇ OF SALE AND ASSIGNMENT IN LIEU OF FORECLOSURE, made and entered effective as of the ____ day of ___________, 2009, by and between FOX PETROLEUM, INC., a Nevada corporation, with a mailing address is ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (“Seller”) and TCF OIL AND GAS CORP., a Florida corporation, with a mailing address of ▇▇▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (“Purchaser”).
W I T N E S S E T H:
WHEREAS, Seller owns all of the real and personal property, rights, titles, interests and estates (hereinafter collectively called the “Mortgaged Properties”) which are more particularly described on Exhibit A attached hereto and made a part hereof; and WHEREAS, Seller is in default on its obligations to Trafalgar Capital Specialized Investment Fund, FIS (“Trafalgar”), under, inter alia, (i) the mortgage (the “Mortgage”); (ii) the financing statements of record in the Nevada Secretary of State’s office (collectively, the “Financing Statements”); and (iii) the other documents which are listed on the Schedule of Loan Documents which is attached hereto as Exhibit B and made a part hereof (collectively, with the Mortgage and the Financing Statements, the “Loan Documents”); and
WHEREAS, by virtue of the default by Seller, Trafalgar has the right to foreclose and exercise its rights and remedies under the Uniform Commercial Code upon or against the Mortgaged Properties including any personal property which is subject to the Financing Statements; and
WHEREAS, Seller acknowledges that the fair market value of the Mortgaged Properties being transferred and conveyed hereby is less than the outstanding principal amount of and interest accrued on the foregoing obligations of Seller;
NOW, THEREFORE, for and in consideration of the payment of $100.00 by Purchaser to Seller and of the simultaneous execution by Trafalgar of a Covenant Not To ▇▇▇ Seller for an in personam judgment under the obligations evidenced or secured by the Loan Documents, the receipt and sufficiency of all of which is hereby acknowledged by Seller, Seller has bargained and sold and does hereby irrevocably assign, grant, sell, convey and forever transfer unto Purchaser, its successors and assigns, forever, with Covenant of GENERAL WARRANTY, all of Seller’s property located in ▇▇▇▇▇▇▇▇▇ County, Kansas, including, but not limited to, all of the following described property located in ▇▇▇▇▇▇▇▇▇ County, Kansas and being more particularly described on Exhibit A attached hereto and made a part hereof.
TO HAVE AND TO HOLD, the above-described property unto Purchaser, its successors and assigns forever, free, clear, and discharged of and from all grants, charges, taxes, judgments, mortgages, liens and encumbrances of whatever nature, subject only to the following: [i] the lien for current ad valorem taxes; [ii] the Loan Documents; and [iii] any easements affecting the Property recorded prior to the recordation of the Mortgage.
This ▇▇▇▇ of Sale and Assignment is executed, delivered and accepted as a ▇▇▇▇ of Sale and Assignment in-lieu of foreclosure of, and not as additional security for, the Loan Documents.
Seller and Purchaser acknowledge and agree as follows: (a) the execution, delivery, receipt, recording and acceptance of this ▇▇▇▇ of Sale and Assignment and the conveyance and transfer herein made shall not cause a merger of the title herein conveyed to Purchaser with the title previously conveyed to Trafalgar under the Mortgage and other Loan Documents; (b) the Mortgage and the other Loan Documents and liens thereof remain in full force and effect, unimpaired by this conveyance and the Mortgage and the other Loan Documents and the liens thereof shall be and remain at all times as valid and continuous liens on the property herein conveyed until such time as the holder thereof shall have caused the Mortgage and the other Loan Documents to be released of record; (c) there is no assumption by Purchaser of the obligations and liabilities of Seller under the Mortgage and the other Loan Documents and all such obligations and liabilities remain the responsibility of the Seller; (d) neither the execution, delivery, receipt, acceptance, nor recording of this ▇▇▇▇ of Sale and Assignment is intended to effect a novation, an accord and satisfaction, an accord, a satisfaction, a waiver, a discharge or release, or otherwise adversely affect the obligations of Seller or any other person, including without limitation any guarantor, liable with respect to the obligations of Seller to Trafalgar, its participants, successors or assigns; (e) the transfer and conveyance herein is an absolute conveyance of all right, title and interest, including Seller’s equity or right of redemption, if any, in and to the above-described property in substance as well as in form and is not intended as a mortgage, trust conveyance or security of any kind; and (f) the execution, delivery, receipt, acceptance and recording of this ▇▇▇▇ of Sale and Assignment shall not restrict the right of Trafalgar as holder of (i) the Mortgage and (ii) the other Loan Documents, to enforce the same or to institute or proceed with foreclosure or any other remedial proceedings under the same if it so desires.
3
IN TESTIMONY WHEREOF, Seller has caused this instrument to be executed by and through its duly authorized representatives, as of the date first above written.
| SELLER: | ||
| FOX PETROLEUM, INC., a Nevada | ||
| corporation | ||
| By: | ||
| ▇▇▇▇▇▇▇ ▇▇▇▇▇, CEO | ||
KINGDOM OF ENGLAND
CITY OF LONDON
The foregoing instrument was acknowledged before me this _____day of ____________, 2009, by ▇▇▇▇▇▇▇ ▇▇▇▇▇, as CEO of Fox Petroleum, Inc., a Nevada corporation, on behalf of the corporation.
My Commission expires: _______________________.
| NOTARY PUBLIC |
4
EXHIBIT A
DESCRIPTION OF MORTGAGED PROPERTIES
(a) All rights, titles, interests and estates now owned by Seller in and to the oil and gas and/or the oil, gas and mineral leases described on Exhibit “A-1”, insofar as they cover the lands described on Exhibit “A-1” (herein sometimes called the “Leases”), together with operating rights, forced pooling orders, farmout agreements, participation agreements and other contractual or other rights relating to oil, gas and mineral rights described on Exhibit “A-1” which is attached hereto and made a part hereof for all purposes, or which Leases are otherwise mentioned or referred to herein and specifically, but without limitation, all of Seller’s undivided interests in the Leases described on Exhibit “A-1”;
(b) All rights, titles, interests and estates now owned by Seller in and to (i) the properties now or hereafter pooled or unitized with the Leases; (ii) all presently existing or future unitization, communitization, pooling agreements and declarations of pooled units and the units created thereby (including, without limitation, all units created under orders, regulations, rules or other official acts of any Federal, State or other governmental body or agency having jurisdiction) which may affect all or any portion of the Leases including, without limitation, those units, if any, which may be described or referred to in Exhibit “A-1”; (iii) to the extent assignable or transferable without otherwise violating the terms of any such agreement, all area of mutual interest agreements, development agreements, geologic and geophysical survey agreements, operating agreements, contracts and other agreements which relate to any of the Leases or interests in the Leases including, without limitation, any such agreements described or referred to herein or in Exhibit “A-1” or to the production, sale, purchase, exchange or processing of the “Hydrocarbons” (as hereinafter defined) from or attributable to such Leases or interests; and (iv) the Leases even though Seller’s interests therein be incorrectly described or a description of a part or all of such Leases or Seller’s interests therein be omitted;
(c) All rights, titles, interests and estates now owned by Seller in and to all oil, gas, casinghead gas, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all products refined therefrom and all other minerals of whatever kind or character and in whatever form or phase (herein collectively called the “Hydrocarbons”) in and under and which may be produced and saved from or attributable to the Leases, the lands covered thereby and Seller’s interests therein, including all oil in tanks and all rents, issues, profits, proceeds, products, revenues and other income from or attributable to the Leases, the lands covered thereby and Seller’s interests therein which are subjected or required to be subjected to the liens and security interests of the Mortgage;
(d) All tenements, hereditaments, appurtenances and properties in anywise appertaining, belonging, affixed or incidental to the Leases, properties, rights, titles, interests and estates described or referred to in subparagraphs (a) and (b) and (c) above, which are now owned by Seller, including, without limitation, any and all property, real or personal, now owned and situated upon, used, held for use, or useful in connection with the operating, working or development of any of such Leases or properties
A-1
(excluding drilling rigs, automotive equipment or other personal property which may be on such premises for the purpose of drilling a well or for other similar temporary uses, all proprietary intellectual property rights, patents, trade secrets, computer software, mechanical engineering data, research and files relating to horizontal drilling guidance systems and geological and geophysical maps, licenses and data in which Seller cannot grant a security interest without violating third party agreements) and including any and all oil ▇▇▇▇▇, gas ▇▇▇▇▇, injection ▇▇▇▇▇ or other ▇▇▇▇▇ including without limitation those, if any, described on Exhibit “A-1” hereto, buildings, structures, field separators, liquid extraction plants, plant compressors, pumps, pumping units, field gathering systems, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements and servitudes together with all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing properties;
(e) The easements, rights-of-way, servitudes, real property, and permits, licenses, orders, certificates, and related instruments (collectively herein referred to as the “Easements”) described in Exhibit “A-1” or described in any instrument or document described in Exhibit “A-1,” and any strips and gores within or adjoining any real property included in or covered by the Easements, all rights of ingress and egress to and from such real property, all easements, servitudes, rights-of-way, surface leases, fee tracts and other surface rights affecting said Easements, and all rights appertaining to the use and enjoyment of said Easements, rights, estates, titles, claims, and interests, including, without limitation, lateral support, drainage, mineral, water, oil and gas rights (the Easements and all of the property and other rights, privileges, interests, titles, estates, and claims appurtenant thereto are hereinafter collectively called the “Gathering System Premises” or “Premises”);
(f) All gathering systems and/or pipeline systems, and all materials, equipment, and other property now or hereafter located on the Gathering System Premises or used or held for use, regardless of where the same are located, in connection with, or otherwise related to such gathering systems and/or pipeline systems and all equipment, including, but not limited to, all fittings, furnishings, appliances, apparatus, machinery, treatment, storage, transportation, exchange units, gas, liquid product and other storage tanks, liquid product truck loading terminals, and other assets now or hereafter located on or in (or, whether or not located thereon or therein, used or held for use in connection with) the Premises or such gathering systems or pipeline systems (that portion of the Mortgaged Properties described in this paragraph (f) is herein collectively called the “Gathering Systems”);
(g) All materials, goods, surface or subsurface machinery, equipment, and other property now or hereafter located on the Gathering System Premises, and all other surface or subsurface machinery and equipment, line pipe and pipe connections, fittings, flanges, welds or interconnects, valves, control equipment, cathodic or electrical protection units, by-passes, regulators, drips, meters and metering stations, compression equipment, pumphouses and pumping stations, treating equipment, dehydration equipment, separation equipment, processing equipment, telephone, telegraph and other
A-2
communication systems, office equipment and furniture, files and records, computer equipment and software, storage sheds, vehicles, loading docks, loading racks, towers, process tanks, storage tanks and other storage facilities, and shipping facilities, gas and electric fixtures, radiators, heaters, engines and machinery, boilers, elevators and motors, pipes, faucets and other air conditioning, plumbing, and heating fixtures, refrigerators and appurtenances which relate to Seller’s use of the Gathering Systems (collectively, the “Gathering System Equipment”), and all building materials and supplies now or hereafter delivered to the Gathering System Premises and intended to be installed thereon; all other personal property of whatever kind and nature at present contained in or hereafter placed on the Gathering System Premises in which Seller has a possessory or title interest; and all renewals or replacements thereof or articles in substitution thereof; and all proceeds and profits thereof, all of which shall be deemed to be a portion of the security for the “Obligations” (as hereafter defined). If the lien of the Mortgage on any fixtures or personal property is subject to a lease agreement, conditional sales agreement or chattel mortgage covering such property, then all the right, title and interest of Seller in and to any and all deposits made thereon or therefor are hereby assigned to Purchaser, together with the benefit of any payments now or hereafter made thereon. Seller also transfers, sets over and assigns to Purchaser, its successors and assigns, all leases and use agreements covering machinery, Equipment and other personal property of Purchaser related to the Gathering System Premises or the conduct of its business thereon, under which Seller is the lessee of, or entitled to use, such items;
(h) All inventory and all materials used or consumed in the processing of Hydrocarbons, and all products thereof, now or hereafter located in or on, or stored in or on, transported through or otherwise related to the lands covered by the Leases and the Gathering System Premises (herein collectively, the “Premises”), including all inventory (as such term is used in the Uniform Commercial Code of the State of Kansas (the “Uniform Commercial Code”)) and such other property held by Seller for sale or lease (or in the possession of other persons while on lease or consignment) or furnished or to be furnished under any service contract and all raw materials, work in process and materials and supplies used or consumed in Seller’s business relating to the Premises, and returned or repossessed goods, together with any ▇▇▇▇ of lading, dock warrant, dock receipt, warehouse receipt or order for the delivery of such goods of Seller related to the Leases and Gathering System, and any other document which in the regular course of business or financing is treated as adequately evidencing that the person in possession of it is entitled to receive, hold and dispose of the document and the goods that it covers (the Mortgaged Properties described in this paragraph (h) are hereinafter collectively referred to as the “Inventory”), and all proceeds thereof and all accounts, contract rights and general intangibles under which such proceeds may arise, and together with all liens and security interests securing payment of the proceeds of the Inventory, including, but not limited to, those liens and security interests provided for under statutes enacted in the jurisdictions in which the Mortgaged Properties are located;
(i) All presently existing and hereafter created Hydrocarbon purchase agreements, Hydrocarbon sales agreements, supply agreements, raw material purchase agreements, product purchase agreements, product sales agreements, processing agreements, exchange agreements, gathering agreements, transportation agreements and
A-3
other contracts and agreements which cover, affect, or otherwise relate to the production, extraction, transportation and/or processing of Hydrocarbons through or in the Premises or any other part of the Mortgaged Properties, and all other contracts and agreements (including, without limitation, equipment leases, maintenance agreements, electrical supply contracts, hedge or swap agreements, cap, floor, collar, exchange, forward or other hedge or protection agreements or transactions relating to crude oil, natural gas or other Hydrocarbons, or any option with respect to any such agreement or transaction, and other contracts and agreements) which cover, affect or otherwise relate to the Premises, or any part thereof, together with any and all amendments, modifications, renewals or extensions (now or hereafter existing) to any of the foregoing (the Mortgaged Properties described in this paragraph (i) are herein collectively called the “Contracts”);
(j) All accounts, including but not limited to, (i) all of Seller’s rights to receive payment, whether or not earned by Seller’s performance and however acquired or evidenced, which arise out of or in connection with (A) Seller’s sale of Hydrocarbons, (B) Seller’s sale, assignment, lease, hiring out or allowance of use of, consignment, licensing or other voluntary disposition, whether permanent or temporary, of Inventory or other goods or property related to the Premises and/or the conduct of Seller’s business thereon (including, without limitation, all payments received in lieu of payment for Inventory 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” or “minimum ▇▇▇▇” payments and similar payments, payments received in settlement of or pursuant to a judgment rendered with respect to take or payor minimum ▇▇▇▇ or similar obligations or other obligations under a sales contract, and payments received in buyout or other settlement of a contract covered by the Mortgage), (C) rendering of services related to the Gathering Systems and/or Premises and/or the conduct of Seller’s business thereon or (D) any loan, advance, purchase of Debentures or other extension of credit made by Seller; (ii) any and all rights and interests Seller may have in connection with any of the transactions described in the preceding clause (i) and relating to the Premises, whether now existing or hereafter acquired, (A) to demand and receive payment or other performance from any guarantor, surety, accommodation party or other person indirectly or secondarily obligated to Seller in respect of the Leases, Hydrocarbons, Gathering Systems and/or the Premises and/or the conduct of Seller’s business thereon, (B) arising out of the enforcement of any of Seller’s rights to payment or performance by means of judicial or administrative proceedings, including, without limitation, any rights to receive payment under or in connection with any settlement of such proceedings, any judgment or any administrative order or decision arising out of actions related to the Leases, Hydrocarbons, Gathering Systems and/or the Premises and/or the conduct of Seller’s business thereon, (C) in and to the goods or other property related to the Premises and/or the conduct of Seller’s business thereon that is the subject of any such transaction, including, without limitation, (1) in the case of goods, an unpaid seller’s or lessor’s rights of rescission, replevin or to stop such goods in transit, and all rights to such goods on return or repossession, and (2) in the case of other property, rights of an unpaid seller, assignor or licensor to rescind or cancel the applicable agreement and demand the return of such property or, if such property is intangible, of any writing or other tangible evidence of its existence and/or disposition, and (D) to proceed against any collateral security related to the Premises provided by any obligor and to realize any
A-4
proceeds thereof; and (iii) all contracts and other agreements and writings, all accounts, chattel paper, documents, general intangibles and instruments, and all other items of property now or hereafter owned by Seller or in which Seller now has any rights or interests, whether tangible or intangible and related to the Premises that in any way constitute, embody or evidence any payment rights described in clause (i) of this paragraph (j) or any of Seller’s other rights and interests described in clause (ii) of this paragraph (j) (the Mortgaged Properties described in this paragraph (j) are hereinafter collectively referred to as the “Accounts Receivable”);
(k) All contracts, agreements, leases, permits, orders, franchises, servitudes, certificates, privileges, rights, technology, licenses and general intangibles (including, without limitation, all trademarks, trade names, and symbols) which are now or hereafter used, or held for use, in connection with or otherwise relate to the Premises, the Gathering Systems, the Gathering System Equipment and/or the other items described in paragraph (g), the Inventory, the Contracts, and/or the Accounts Receivable (the Premises, the Gathering Systems, the Gathering System Equipment and the other items described in paragraph (g), the Inventory, the Contracts, and the Accounts Receivable are hereinafter collectively referred to as the “Property”) or the conduct of Seller’s business on the Leases and/or Gathering System Premises whether now or hereafter created, acquired, or entered into and all right, title and interest of Seller thereunder, including, without limitation, rights, incomes, profits, revenues, royalties, accounts, contract rights and general intangibles under any and all of the foregoing;
(l) Any and all data, books and records related to the Premises and Seller’s operations thereon, including, but not limited to, accounting records, files, computer software, employee records, engineering drawings or plans, surveys, site assessments, environmental reports, customer lists, production records, laboratory and testing records, sales and administrative records, and any other material or information relating to the ownership, maintenance, or operation of the Property (the “Books and Records”);
(m) All unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by Seller for the Property or the conduct of Seller’s business on the Premises and all judgments, awards of damages and settlements hereafter made as a result of or in lieu of any taking of the Premises or any part thereof or any interest therein under the power of eminent domain, or for any damage (whether caused by such taking or otherwise) to the Leases and/or Gathering System Premises or any part thereof or interest therein, including any award for change of grade of streets;
(n) All proceeds of the conversion, voluntary or involuntary, of the Property or any part thereof into cash or liquidated claims, including, without limitation, proceeds of hazard and title insurance;
(o) All of the rights, titles and interests of every nature whatsoever now owned by Seller in and to the Leases, Easements, properties, rights, titles, interests and estates and every part and parcel thereof, including, without limitation, said Leases, properties, rights, titles, interests and estates as the same may be enlarged by the discharge of any payments out of production or by the removal of any charges or
A-5
“Permitted Encumbrances” (hereinafter defined) to which any of said Leases, Easements, properties, rights, titles, interests or estates are subject, or otherwise; together with any and all renewals and extensions of any of said Leases, Easements, properties, rights, titles, interests or estates; and all contracts and agreements supplemental to or amendatory of or in substitution for the Leases, Easements, the contracts and agreements described or mentioned above; and
(p) All accounts, contract rights, equipment, fixtures, inventory, general intangibles and any and all other personal/movable property of any kind or character constituting a part of, relating to or arising out of those portions of the Mortgaged Properties which are described in paragraphs (a) through (o) above and all proceeds and products of all such portions of the Mortgaged Properties.
A-6
EXHIBIT “A-1”
DEFINITIONS:
1. The terms used in Exhibit “A-1” have the same meaning as defined in the Mortgage.
2. The term “working interest” as used herein means (a) when applied to individual leases, the undivided interest owned by Seller in the leasehold estate, out of which are paid Seller’s share of (i) all costs of drilling, completing, equipping and operating a well or ▇▇▇▇▇, and (ii) all royalties, overriding royalties, production payments and other interests in or measured by production, and (b) when applied to leases described as unitized or pooled, the undivided interest owned by Seller and out of which is paid all costs of drilling, completing, equipping and operating a well or ▇▇▇▇▇ producing oil and gas, or either of them, from the portions of the leases so unitized or pooled. The term “net revenue interest” as used herein means that portion of oil and gas (or oil only, or gas only, where so limited herein) produced from the respective properties herein described to which Seller is entitled after deduction of all royalties, overriding royalties, production payments and other interests in or measured by production which are borne by Seller.
3. The term “Permitted Encumbrances” shall mean (i) Permitted Liens under the Amended Security Agreement between Seller and Purchaser; provided that such liens or encumbrances do not materially interfere with the use and value of the Mortgaged Properties; and (ii) the specific exceptions and encumbrances, if any, affecting each of the Mortgaged Properties as described in Exhibit A INSOFAR ONLY as said exceptions and encumbrances are valid and subsisting and are enforceable against the particular Lease which is made subject to said exceptions and encumbrances.
4. With respect to the descriptions of each of the Mortgaged Properties, if the description requires, such description may continue on several successive pages of Exhibit “A-1”. Certain property descriptions are in abbreviated form as to Sections, Townships and Ranges. In such descriptions the following terms may be abbreviated as follows:
Northwest Quarter NW, NW/4 or NW1/4;
Southwest Quarter SW, SW/4 or SW1/4;
Southeast Quarter SE, SE/4 or
SE1/4;
Northeast Quarter NE, NE/4 or NE1/4;
North Half N/2 or N1/2;
South Half S/2 or S1/2;
East Half E/2 or E1/2; and
West HalfW/2 or
W1/2.
The applicable Section, Township and Range may be identified by a series of three numbers, each separated by a dash, with the first number being the Section number, the second number being the Township number and the third number being the Range number. The Township and Range numbers are followed by an N, S, E or W to indicate whether the Township or Range is North, South, East or West, respectively. In some instances, the Section number may be stated by
A-1-1
itself and not in conjunction with a series of dashed numbers representing the appropriate Township and Range, e.g., the description “N/2 14, SESW 21 29N 8W” means “North one half of Section 14 and Southeast quarter of Southwest quarter of Section 21, all in Township 29 North, Range 8 West.” Certain descriptions merely refer to the subdivision or survey in which the property is located in whole or in part. In such cases, the recorded Leases and any amendments thereof and any other recorded instruments affecting Seller’s title more particularly describe the land within such subdivision or survey in which Seller owns an interest, and the descriptions contained in such instruments are incorporated herein by this reference.
SYMBOLS AND ABBREVIATIONS:
1. The abbreviation “BPO” or the term “before payout” as used herein means that the figure next to which this abbreviation appears represents Seller’s net income interest until such time as the operator of the well or ▇▇▇▇▇ situated on the described property has recovered from production from that well or those ▇▇▇▇▇ all costs as specified in underlying farmout assignments or other documents in the chain of title, usually including costs of drilling, completing and equipping a well or ▇▇▇▇▇ plus costs of operating the well or ▇▇▇▇▇ during the recoupment period.
2. The abbreviation “APO” or the term “after payout” as used herein means that the figure next to which this abbreviation appears represents Seller’s net income interest after the point in time when the operator of the well or ▇▇▇▇▇ situated on the described property has recovered from production from that well or those ▇▇▇▇▇ all costs as specified in underlying farmout assignments or other documents in the chain of title, usually including costs of drilling, completing and equipping a well or ▇▇▇▇▇ plus costs of operating the well or ▇▇▇▇▇ during the recoupment period.
LEASES:
LEASE A:
Oil and gas lease dated November 20, 2006, from ▇▇▇▇▇▇ Wires and ▇▇▇▇▇▇▇ Wires, husband and wife, lessors, to ▇▇▇▇ ▇▇▇▇▇▇, lessee, recorded November 27, 2006, in Book 107, pages 695-697, in the office of the Register of Deeds of ▇▇▇▇▇▇▇▇▇ County, Kansas.
LEASE B:
Oil and gas lease dated November 20, 2006, from ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Trustee of the ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Trust dated 12/23/96, lessor, to ▇▇▇▇ ▇▇▇▇▇▇, lessee, recorded November 27, 2006, in Book 107, pages 692-694, in the office of the Register of Deeds of ▇▇▇▇▇▇▇▇▇ County, Kansas.
LEASE C:
Oil and gas lease dated September 2, 2008, and September 8, 2008, from ▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Co-Trustees of the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Trust dated February 26, 1991, lessors, to Fox Petroleum, Inc., lessee, recorded
A-1-2
September 15, 2008, in Book 110, at pages 73-76 and pages 77-79, respectively, in the office of the Register of Deeds of ▇▇▇▇▇▇▇▇▇ County, Kansas.
The leases referred to above cover all of the following described land located in ▇▇▇▇▇▇▇▇▇ County, Kansas, to-wit:
Southwest Quarter (SW/4) of Section
Thirty-four (34), Township Seventeen (17)
South, Range Eight (8) West,
Ellsworth County, Kansas.
WARRANTED INTEREST:
| Lease | Working | Net Revenue Interest | |
| Interest | |||
| Lease A | 100.00% | 87.50% | |
| Lease B | 100.00% | 87.50% | |
| Lease C | 100.00% | 87.50% |
A-1-3
EXHIBIT B
SCHEDULE OF LOAN DOCUMENTS
The documents listed on this Schedule of Loan Documents are described by reference to, as applicable, the type of instrument, the date of instrument, the maker or grantor of the instrument, the payee or grantee of the instrument, the original principal amount of the indebtedness evidenced or secured by the instrument, and the book and the page, if any, in which the instrument is recorded in the Office of the Register of Deeds of ▇▇▇▇▇▇▇▇▇ County, Kansas. The instruments to which this Schedule of Loan Documents refers are incorporated herein by reference with the same force and effect as if the same were set forth at length herein.
Various abbreviations are used in this Schedule of Loan Documents in order to facilitate the typing and listing of the instruments. A representative list is as follows:
| Name | Abbreviation |
| Fox Petroleum, Inc., a Nevada corporation | Fox |
| Fox Petroleum, Inc., a Kansas corporation | Fox Kansas |
| Trafalgar Capital Specialized Investment Fund, FIS | Trafalgar |
| Mortgage, Indenture, Security Agreement, Fixture Filing, Financing Statement and Assignment of Production | Mortgage |
| Form UCC-1, Financing Statement | UCC-1 |
| Amended Senior Secured Convertible Redeemable Debenture | Amended Debenture |
| Senior Secured Convertible Redeemable Debenture | Debenture |
| General Assignment of Contracts and Leases | Assignment |
| Securities Purchase Agreement | Purchase Agreement |
| Amended Security Agreement | Amended SA |
| Amendment to Securities Purchase Agreement, Secured Debenture, Registration Rights Agreement and Security Agreement | Amended Agreement |
B-1
| Type of | Date | Borrower/ | Lender/Payee | Original | Recording |
| Instrument | Maker/ | /Grantee | Principal | Information | |
| Grantor | Amount | ||||
| Mortgage | 10/31/2008 | Fox | Trafalgar | $3,500,000.00 | ▇▇▇▇▇▇▇▇▇ County, Kansas |
| UCC-1 | 07/02/2008 | Fox | Trafalgar | $2,500,000.00 | Nevada SOS 200802105 9-6 |
| UCC-1 | 06/30/2008 | Fox Kansas | Trafalgar | $2,500,000.00 | Kansas SOS 6504278 |
| UCC-1 | 04/__/2009 | Fox | Trafalgar | $3,500,000.00 | ▇▇▇▇▇▇▇▇▇ County, Kansas |
| Security Agreement | 06/24/2008 | Fox | Trafalgar | $2,500,000.00 | |
| Amended SA | 10/31/2008 | Fox | Trafalgar | $3,500,000.00 | |
| Purchase Agreement | 06/24/2008 | Fox | Trafalgar | $2,500,000.00 | |
| Amended Agreement | 10/31/2008 | Fox | Trafalgar | $3,500,000.00 | |
| Debenture | 10/31/2008 | Fox | Trafalgar | $1,000,000.00 | |
| Amended Debenture | 10/31/2008 | Fox | Trafalgar | $1,250,000.00 | |
| Amended Debenture | 10/31/2008 | Fox | Trafalgar | $1,250,000.00 | |
| Debenture | 06/24/2008 | Fox | Trafalgar | $2,500,000.00 | |
| Assignment | 06/18/2008 | Fox | Trafalgar | ||
| Warrant | 10/31/2008 | Fox | Trafalgar | ||
| Pledge and Escrow Agreement | 10/31/2008 | Fox | Trafalgar |
B-2
| Type of | Date | Borrower/ | Lender/Payee | Original | Recording |
| Instrument | Maker/ | /Grantee | Principal | Information | |
| Grantor | Amount | ||||
| Registration Rights Agreement | 06/24/2008 | Fox | Trafalgar |
B-3