EXHIBIT  4.10


SECURED
GUARANTY


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”).


WHEREAS, PRB OIL
& GAS, INC. (the “Company”) has
on even date herewith issued senior secured debentures (the “Debentures”) to the Holders, as defined therein, pursuant to
the terms of that certain Securities Purchase Agreement dated as of even date
herewith (as amended, modified, supplemented or extended from time to time, the
“Securities Purchase Agreement” and,
together with all related agreements and documents issued or delivered
thereunder or pursuant thereto, the “Transaction Documents”);


WHEREAS, it is a condition to
the willingness of the Holders to purchase the Debentures from the Company as
contemplated under the Securities Purchase Agreement that the Guarantors enter
into this Guaranty for the benefit of the Holders;


WHEREAS, the Guarantors will each
receive either a direct or indirect benefit from the credit provided to the
Company under the Transaction Documents; and


NOW
THEREFORE, the parties hereto, intending to be legally bound, and in
consideration of the foregoing and the mutual covenants contained herein,
hereby agree as follows:


Section 1.               Guaranty.


(a)           Each of the Guarantors, jointly and
severally, as primary obligor and not merely as surety, hereby absolutely,
unconditionally and irrevocably guarantees: (i) the performance of all obligations
of the Company under the Transaction Documents, including without limitation
the due and punctual payment in full (and not merely the collectibility) of all
obligations under the Debentures, including all principal thereof and all
interest payable thereon, at the interest rate provided therein, in each case regardless
of the extent allowed as a claim in any proceeding in respect of the
bankruptcy, reorganization or insolvency of the Company, any Guarantor or any
of their respective Affiliates (a “Reorganization”), in each case when
due and payable, according to the terms of the Debentures and the other Transaction
Documents, whether at stated maturity, by reason of acceleration or otherwise;
(ii) the due and punctual payment in full (and not merely the collectibility)
of all other sums and charges which may at any time be due and payable by the Company
in accordance with, or under the terms of, the Debentures or the other Transaction
Documents, whether at stated maturity, by reason of acceleration or otherwise;
(iii) the due and punctual payment in full (and not merely the collectibility),
performance and/or observance of all other indebtedness, liabilities,
obligations, terms, covenants and conditions contained in the Transaction
Documents, whether now or hereafter existing, on the part of the Company to be
paid, performed or observed; and (iv) the due and punctual payment and
performance in full (and not merely the collectibility) of any and all other
future advances and other obligations, indebtedness, obligations and
liabilities of the Company to each of the Holders of every kind and


 









 



description, whether now
existing or hereafter arising, whether direct, indirect or contingent, whether
secured or unsecured, and howsoever evidenced, incurred or arising, including
without limitation any future loans and advances made to the Company by any Holder
prior to, during or following any Reorganization (all of the foregoing being
hereinafter collectively called the “Guaranteed Obligations”).


(b)           Notwithstanding any provision
contained in this Guaranty or any other Guaranty Document (as defined in
Section 2) to the contrary (except as set forth in clause (c) below), it
is the intention and guaranty of the Guarantors and the Company that the
obligations of each of the Guarantors under this Guaranty shall be valid and
enforceable against each such Guarantor to the maximum extent permitted by
applicable law.  Accordingly, if any
provision of this Guaranty creating any obligation of a Guarantor in favor of
the Holders shall be declared to be invalid or unenforceable in any respect or
to any extent, it is the stated intention and agreement of the Guarantors and
the Holders that any balance of the obligation created by such provision and
all other obligations of the Guarantors to the Holders created by other
provisions of this Guaranty shall remain valid and enforceable.  Likewise, if any sums which any  Holder may be otherwise entitled to collect
from a Guarantor under this Guaranty shall be declared to be in excess of those
permitted under any law (including any federal or state fraudulent conveyance
or like statute or rule of law) applicable to such Guarantor’s obligations
under this Guaranty, it is the stated intention and agreement of such Guarantor
and such Holder that all sums not in excess of those permitted under such applicable
law shall remain fully collectible by such Holder from such Guarantor and such
excess sums shall nevertheless survive as a subordinate obligation of such
Guarantor, junior in right to the claims of general unsecured creditors, but
prior to the claims of equityholders in the Guarantor.  This provision shall control every other
provision of the Guaranty Documents.


Section 2.               Security.  This Guaranty (as the same may be amended,
modified, supplemented, replaced or extended from time to time) and all obligations,
indebtedness or liabilities of the Guarantors arising hereunder, as well as the
obligations under the other Transaction Documents, shall be secured by the
Pledge and Security Agreement of even date herewith (as the same may be
amended, restated, renewed, replaced, supplemented or otherwise modified from
time to time, the “Pledge Agreement”; the Pledge Agreement, together
with this Guaranty and any and all other agreements now or hereafter securing
this Guaranty, being collectively referred to herein as the “Guaranty
Documents”).


Section 3.               Subsequent Changes.  Each Guarantor expressly agrees that each Holder
may, in its sole and absolute discretion, without notice to or further assent
of the Guarantors and without in any way releasing, affecting or impairing the
Guaranteed Obligations and liabilities of the Guarantors hereunder: (a) waive
compliance with, or any default under, or grant any other indulgences with
respect to, the Guaranteed Obligations; (b) modify, amend or change any
provisions of the Guaranteed Obligations; (c) grant extensions or renewals of
or with respect to the Guaranteed Obligations, and/or effect any release,
compromise or settlement in connection therewith; (d) agree to the
substitution, exchange, release or other disposition of any Guarantor or of all
or any part of the collateral securing the Guaranteed Obligations; (e) make
advances for the purpose of performing any term or covenant contained in the
Guaranty Documents or any other Transaction Documents evidencing the Guaranteed
Obligations, with respect to which the


 









 



Company shall be in
default; (f) subject to the provisions of the Debentures, assign or otherwise
transfer the Guaranteed Obligations, including, without limitation, the
assignment and transfer of any Holder’s rights and remedies under this
Guaranty, or any interest therein; (g) deal in all respects with the Company
and the Guarantors, the Guaranteed Obligations or any collateral securing the
Guaranteed Obligations as if this Guaranty were not in effect; (h) extend
credit to the Company or the Guarantors whether or not (1) notice of election
to terminate any of the Transaction Documents or any other agreement among the Holders
and the Company or the Guarantors has been given by the Holders, or by the Company
or the Guarantors, or (2) any Event of Default, or any event which with notice
or lapse of time, or both, would constitute an Event of Default, has occurred
under the Debentures or any other agreement among the Holders and the Company
or the Guarantors; (i) replace any existing obligations and the documentation
therefore with an amended and restated obligation and the documentation
therefor; and (j) settle or compromise any or all of the Guaranteed Obligations
with the Company or the Guarantors, and/or any other person or persons liable
therein, and/or subordinate the payment of same or any part hereof to the
payment of any other debts or claims which may at any time be due or owing to
the Holders and/or other person.


Section 4.               Direct and Absolute Obligation.  The liability of each Guarantor under this
Guaranty shall be primary, direct and immediate and not conditional or
contingent upon pursuit by the Holders of any remedies it may have against the Company
or the Guarantors or any other party with respect to the Guaranteed
Obligations, whether pursuant to the terms of the Debentures or otherwise.  The obligations of each Guarantor under this
Guaranty shall be absolute and unconditional, irrespective of the genuineness,
validity, regularity, enforceability or priority of the Debentures or the
Transaction Documents, the Guaranteed Obligations or any other circumstances
which might otherwise constitute a legal or equitable discharge of a surety or
guarantor and without regard to any counterclaim, setoff, declaration or
defense of any kind which any party obligated under the Debentures or any other
document evidencing or securing any of the Guaranteed Obligations may have or
assert.  No exercise or nonexercise by any
Holder of any right given to it hereunder or under the Debentures, and no
change, impairment or suspension of any right or remedy of any Holder, shall in
any way affect any of either Guarantor’s obligations hereunder or give any
Guarantor any recourse against any Holder. 
Without limiting the generality of the foregoing, no Holder shall be
required to make any demand on the Company, its Affiliates and/or any other
party, or otherwise pursue or exhaust its remedies against the Company or any
other party, before, simultaneously with or after, enforcing its rights and
remedies hereunder against the Guarantors. 
Any one or more successive and/or concurrent actions may be brought
hereon against any Guarantor, either in the same action, if any, brought
against the Company and/or any other party, or in separate actions, as often as
a Holder, in its sole discretion, may deem advisable.


Section 5.               Waivers.


(a)           Each Guarantor hereby expressly
waives: (i) diligence, presentment and demand for payment and protest of
nonpayment; (ii) notice of acceptance of this Guaranty and of presentment,
demand, dishonor and protest; (iii) notice of any default hereunder or under
the Debentures or any other Guaranteed Obligations and of all indulgences; (iv)
all other notices and demands otherwise required by law which the Guarantors
may lawfully waive; (v) the right to


 









 



assert in any action or
proceeding hereupon any setoff, counterclaim or other claim which it may have
against the Holders; and (vi) the benefit of all other principles or provisions
of law, statutory or otherwise, which are or might be in conflict with the
terms hereof.  As further consideration
for the purchase of the Debentures by the Holders from the Company and as a
material inducement to the Holders to purchase the Debentures and accept this
Guaranty, each Guarantor hereby irrevocably waives, disclaims and relinquishes
all claims, whether based in equity or law, whether by contract, statute or
otherwise, that such Guarantor might now or hereafter have against the Company or
any other person that is primarily or contingently liable on the Guaranteed
Obligations guarantied hereby or that arise from the existence or performance
of such Guarantor’s obligations under this Guaranty, including, but not limited
to, any right of subrogation, reimbursement, exoneration, contribution,
indemnification, or participation in any claim or remedy of the Company or any
of its Subsidiaries against the Holders or any collateral security that any Holder
now has or hereafter acquires.


(b)           Each Guarantor is presently informed
of the financial condition of the Company and of all of the circumstances which
a diligent inquiry would reveal and which bear upon the risk of nonpayment of
the Guaranteed Obligations.  Each
Guarantor hereby covenants and agrees that such Guarantor will continue to keep
itself informed of the Company’s financial condition, the status of other
guarantors, sureties, or other parties liable with respect to the Guaranteed
Obligations, if any, and of all of the circumstances which bear upon the risk
of nonpayment.  Absent a written request
for such information by the Guarantors to the Holders, each Guarantor hereby
waives its right if any, to require any Holder to disclose to the Guarantor any
information which such Holder may now or hereafter acquire concerning such
condition or circumstances, including, without limitation, the release of or
revocation by any other guarantor or other party liable with respect to the
Guaranteed Obligations.


Section 6.               Unenforceability of
Obligations against the Company.  If
for any reason the Company has no legal existence or is under no legal
obligation to discharge any of the Guaranteed Obligations, or if any of the
Guaranteed Obligations have become irrecoverable from the Company by reason of its
insolvency, bankruptcy or reorganization or by other operation of law or for
any other reason, this Guaranty shall nevertheless be binding on each Guarantor
to the same extent as if such Guarantor at all times had been the principal
obligor on all such Guaranteed Obligations. 
In the event that acceleration of the time for payment of any of the
Guaranteed Obligations is stayed upon the insolvency, bankruptcy or
reorganization of the Company or for any other reason, all such amounts
otherwise subject to acceleration under the terms of the Debentures, the other Transaction
Documents or any other agreement evidencing, securing or otherwise executed in
connection with any Guaranteed Obligation shall be immediately due and payable
by the Guarantors.


Section 7.               Instrument for the Payment of
Money.  Each Guarantor hereby
acknowledges that this Guaranty constitutes an instrument for the payment of
money, and consents and agrees that each Holder, at its sole option, in the
event of a dispute by the Guarantor in the payment of monies due hereunder,
shall have the right to bring motion-action under New York CPLR
Section 3213.


 









 



Section 8.               Representations and
Warranties.  Each Guarantor, as to
itself, hereby represents and warrants to the Holders that:


(a)           Such Guarantor (i) is a corporation
duly organized and validly existing and in good standing under the laws of the
state of its incorporation and is duly qualified to transact business in
each  jurisdiction where because of the
nature of its business or property such qualification is required, (ii) has
full power and authority to own its properties and assets and to carry on its
business as now being conducted and as presently contemplated, and (iii) has
full power and authority to execute and deliver, and perform its obligations
under, the Guaranty Documents to which it is a party or signatory.


(b)           The execution and delivery of, and
performance by such Guarantor of its obligations under, the Guaranty Documents
are within its corporate power, have been duly authorized by all requisite
action and do not and will not violate any provision of law, any order,
judgment or decree of any court or other agency of government, the corporate
charter or by-laws of such Guarantor or any indenture, agreement or other
instrument to which such Guarantor is a party, or by which such Guarantor is
bound, or be in conflict with, result in a breach of, or constitute (with due
notice or lapse of time or both) a default under, or result in the creation or
imposition of any lien, charge or encumbrance of any nature whatsoever upon any
of the property or assets of such Guarantor pursuant to, any such indenture,
agreement or instrument, except where such violation, conflict or default would
not have a material adverse effect on the properties, assets or condition
(financial or otherwise) of such Guarantor or any rights of the Holders under
any of the Guaranty Documents to which it is a party (hereinafter, a “Material
Adverse Effect”).  Each of the
Guaranty Documents to which such Guarantor is a party, including without
limitation the Pledge Agreement, constitutes the valid and binding obligation
of such Guarantor, enforceable against it in accordance with its terms,
subject, however, to bankruptcy, insolvency, reorganization, moratorium and
similar laws affecting the rights and remedies of creditors generally or the
application of principles of equity, whether in any action in law or proceeding
in equity, and subject to the availability of the remedy of specific
performance or of any other equitable remedy or relief to enforce any right
under any such agreement.


(c)           Except for filings to be made in
connection with the Pledge Agreement (including, but not limited to, UCC-1
Financing Statements) and any other collateral document that requires the
recordation or filing with any governmental authority, the Guarantors are not
required to obtain any consent, approval or authorization from, or to file any
declaration or statement with, any governmental instrumentality or other
agency, or any other person, in connection with or as a condition to the
execution, delivery or performance of any of the Guaranty Documents to which it
is a party.


(d)           There is no action, suit or
proceeding at law or in equity or by or before any governmental instrumentality
or other agency, including any arbitration board or tribunal, now pending or,
to the knowledge of such Guarantor, threatened (nor is any basis therefor known
to such Guarantor), (i) which questions the validity of any of the Guaranty
Documents, or any action taken or to be taken pursuant hereto or thereto, or
(ii)


 









 



against or affecting such Guarantor which, if adversely determined,
either in any case or in the aggregate, would have a Material Adverse Effect.


(e)           No Guarantor is a party to any
agreement or instrument or subject to any corporate, partnership or other restriction
which by its terms could have a Material Adverse Effect as a result such
Guarantor entering into this Guaranty or performing hereunder.


(f)            No Guarantor is in violation of any
provision of its corporate charter or by-laws or any material indenture,
agreement or instrument to which it is a party or by which it is bound or, to
the best of such Guarantor’s knowledge and belief, of any provision of law or
any order, judgment or decree of any court or other Governmental Authority
except to the extent such violation would not cause a Material Adverse Effect.


Section 9.               Affirmative Covenant.  Each Guarantor hereby covenants and agrees
that, until payment in full of the Guaranteed Obligations and termination of
all commitments with respect thereto, such Guarantor shall comply with all of
the covenants and other provisions of the Debentures which apply to it (if any).


Section 10.             Events of Default.  In each case of the happening of an “Event of
Default”, as such term (or any similar term) is defined in the Debentures
(hereinafter referred to as an “Event of Default”),
then and upon any such Event of Default and at any time thereafter during the
continuance of such Event of Default, at the election of the Holders (or
automatically in the case of certain Events of Default as specified in the Debentures),
the Guaranteed Obligations and any and all other obligations of the Company and
the Guarantors and any of them to the Holders shall for the purposes of this
Guaranty immediately become due and payable, both as to principal and interest,
without presentment, demand, or protest, all of which are hereby expressly
waived, anything contained herein or other evidence of such Guaranteed
Obligations to the contrary notwithstanding.


Section 11.             Notices.  All notices, requests, demands and other
communications provided for hereunder shall be in writing (including telecopied
communication) and mailed or telecopied or delivered to the applicable party at
the addresses indicated pursuant to the Pledge Agreement or, as to each party,
at such other address as shall be designated by such parties in a written
notice to the other party complying as to delivery with the terms of this
Section.  All such notices, requests,
demands and other communication shall be deemed given upon receipt by the party
to whom such notice is directed.


Section 12.             Place and Denomination of
Payment.  All Guaranteed Obligations
paid by each Guarantor hereunder shall be paid in U.S. Dollars in immediately
available funds to the Holders at their offices at the address provided for
above unless some other address is hereafter designated by the Holders.


Section 13.             Subordination, Assignment and Transfer.  Until the payment and performance in full of
all Guaranteed Obligations, no Guarantor shall accept or retain any
distribution or other payment from the Company unless the same is not
restricted under the terms


 









 



of the Debentures.  Each Guarantor hereby appoints irrevocably the
Agent, as defined in the Pledge Agreement and as may be replaced from time to
time, as the Guarantor’s attorney-in-fact in its name to demand and
enforce payment of the Guarantor’s obligations and indebtedness hereunder, to
prove all claims, receive all dividends and take all other action on said
obligations and indebtedness in any liquidation or any proceedings whatsoever
affecting the Company or their property under any bankruptcy or other laws now
or hereafter in effect for the relief of debtors.


Section 14.             Termination of Guaranty.  This Guaranty is a continuing Guaranty and
shall remain in full force and effect until the indefeasible payment in full in
cash (or other property acceptable to the Holders, in their sole discretion) of
the Guaranteed Obligations.


Section 15.             Company’s Insolvency.  The obligations of each Guarantor to make payment
in accordance with the terms of this Guaranty shall not be impaired, modified,
changed, released or limited in any manner whatsoever by any impairment,
modification, change, release or limitation of the liability of the Company,
any of its Subsidiaries or any of its respective estates, in bankruptcy or
reorganization resulting from the operation of any present or future provision
of the United States Bankruptcy Code or other statute or from the decision of
any court.  Each Guarantor agrees that in
the event any amounts referred to herein are paid in whole or in part by the Company,
any of its Subsidiaries or any Guarantor, such Guarantor’s liability hereunder
shall continue and remain in full force and effect in the event that all or any
part of any such payment is recovered from the Holders as a preference,
fraudulent transfer or similar payment under any bankruptcy, insolvency or
similar law.  Each Guarantor further
agrees that this Guaranty includes the costs incurred by the Holders in
defending any claim or suit seeking such recovery.


Section 16.             Nonwaiver of Rights.  All rights and remedies afforded to the Holders
by reason of this Guaranty and the Debentures or by law are separate and
cumulative and the exercise of one shall not in any way limit or prejudice the
exercise of any other such rights or remedies. 
No delay or omission by the Holders in exercising any such right or
remedy shall operate as a waiver thereof. 
No waiver of any rights and remedies hereunder, and no modification or
amendment hereof, shall be deemed made by the Holders unless in writing and
duly executed.  Any such written waiver
shall apply only to the particular instance specified therein and shall not
impair the further exercise of such right or remedy or of any other right or
remedy of the Holders, and no single or partial exercise of any right or remedy
hereunder shall preclude further exercise of any other right or remedy.


Section 17.             CONSENT TO JURISDICTION.  EACH
GUARANTOR, TO THE EXTENT THAT THE GUARANTOR MAY LAWFULLY DO SO, HEREBY CONSENTS
TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AS WELL AS TO THE
JURISDICTION OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS,
FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THE
GUARANTOR’S OBLIGATIONS UNDER OR WITH RESPECT TO THIS GUARANTY AND THE GUARANTY
DOCUMENTS, AND EXPRESSLY WAIVES ANY AND ALL OBJECTIONS SUCH GUARANTOR MAY HAVE


 









 



AS TO VENUE INCLUDING, WITHOUT
LIMITATION, THE INCONVENIENCE OF SUCH FORUM, IN ANY OF SUCH COURTS.  IN ADDITION, TO THE EXTENT THAT IT MAY
LAWFULLY DO SO, EACH GUARANTOR CONSENTS TO THE SERVICE OF PROCESS BY PERSONAL
SERVICE OR U.S.  CERTIFIED OR REGISTERED
MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO THE GUARANTOR IN CARE OF THE COMPANY
AT THE ADDRESS PROVIDED IN THE DEBENTURES. 
TO THE EXTENT ANY GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY
FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH
SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION
OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH GUARANTOR HEREBY
IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS
GUARANTY TO THE MAXIMUM EXTENT PERMITTED BY LAW.


Section 18.             WAIVER OF TRIAL BY JURY.  EACH GUARANTOR HEREBY VOLUNTARILY AND
IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT IN OR WITH RESPECT TO
THIS GUARANTY, THE GUARANTY DOCUMENTS OR ANY OTHER AGREEMENTS EXECUTED IN
CONNECTION HEREWITH.


Section
19.             Agency.  Pursuant to Section 16 of the Pledge
Agreement and subject to the rights and obligations provided the Agent therein,
the Agent may act for the Holders hereunder.


Section 20.             Governing Law.  This Guaranty shall be construed in accordance
with and governed by the laws of the State of New York applicable to contracts
made and performed in said state.  It is
intended that this Guaranty shall take effect as a sealed instrument.


Section 21.             Successors.  This Guaranty shall inure to the benefit of,
and be enforceable by, the Holders and their successors and assigns, and shall
be binding upon, and enforceable against, the Guarantors and their successors
and assigns.


Section 22.             Severability.  In case this Guaranty or any one or more of
the provisions contained herein shall for any reason be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision hereof, and this Guaranty
shall be construed as if such invalid, illegal or unenforceable provision had
never been included.


Section 23.             Section Headings.  The section headings in this Guaranty are
inserted for convenience of reference only and shall not in any way affect the
meaning or construction of any provision of this Guaranty.


Section 24.             Counterparts.  This Guaranty may be executed by the parities
hereto in several counterparts hereof and by different parties hereto on
separate counterparts hereof, each of which shall be an original and all of
which shall together constitute one and the same agreement.  Delivery of an executed signature page of
this Guaranty by facsimile transmission or


 









 



electronic mail shall be
effective as an in-hand delivery of an original executed counterpart
thereof.


Section 25.             Inconsistencies.  Any inconsistencies between the provisions of
this Guaranty and the Debentures shall be governed by a reference to the
provisions of the Debentures.


[Signature
Page Follows]


 









 



IN WITNESS
WHEREOF, each Guarantor has caused this Guaranty to be duly executed under seal
as of the day and year first above written.


GUARANTOR:


PRB ENERGY, INC.,


a Nevada corporation


	
  By:

  	
  /s/ William F. Hayworth

  	
   

  
	
   

  	
  Name: William F. Hayworth

  
	
   

  	
  Title: President

  



 


	
  Address for Notice
  and Delivery:

  	
  With a copy to:

  
	
  PRB Oil &
  Gas, Inc.

  	
  Douglas R. Wright, Esq.

  
	
  1875 Lawrence
  Street, Suite 450

  	
  Faegre & Benson LLP

  
	
  Denver, Colorado
  80202

  	
  3200 Wells Fargo Center

  
	
  Telephone:

  	
  303 308-1330
  ext. 101

  	
  1700 Lincoln Street

  
	
  Facsimile:

  	
  303 308-1590

  	
  Denver, CO 80203

  
	
  Attention:

  	
  Mr. Robert W. Wright, CEO

  	
  Telephone:

  	
  303 607-3500

  
	
   

  	
  Facsimile:

  	
  303 607-3600

  



 


 


GUARANTOR:


PRB GATHERING, INC.,


a Colorado corporation


	
  By:

  	
  /s/ William F. Hayworth

  	
   

  
	
   

  	
  Name: William F. Hayworth

  
	
   

  	
  Title: President

  



 


	
  Address for Notice
  and Delivery:

  	
  With a copy to:

  
	
  PRB Oil &
  Gas, Inc.

  	
  Douglas R. Wright, Esq.

  
	
  1875 Lawrence
  Street, Suite 450

  	
  Faegre & Benson LLP

  
	
  Denver, Colorado
  80202

  	
  3200 Wells Fargo Center

  
	
  Telephone:

  	
  303 308-1330
  ext. 101

  	
  1700 Lincoln Street

  
	
  Facsimile:

  	
  303 308-1590

  	
  Denver, CO 80203

  
	
  Attention:

  	
  Mr. Robert W. Wright, CEO

  	
  Telephone:

  	
  303 607-3500

  
	
   

  	
  Facsimile:

  	
  303 607-3600

  



 









 



IN WITNESS
WHEREOF, the undersigned has duly executed the agreement as of the day and year
first above written.


	
  SECURED PARTIES:

  	
   

  
	
   

  	
   

  
	
  DKR
  SOUNDSHORE OASIS HOLDING FUND LTD.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   /s/ Barbara Burger

  	
   

  	
   

  
	
   

  	
  Name: Barbara
  Burger

  	
   

  
	
   

  	
  Title: Director

  	
   

  
				



 


 


	
  Address for Notice
  and Delivery:

  	
  With a copy to:

  
	
  1281 East Main
  Street

  	
  McDermott Will & Emery LLP

  
	
  Stamford, CT
  06902

  	
  340 Madison Avenue

  
	
  Telephone:

  	
  (203) 324-8378

  	
  New York, New York 10173

  
	
  Facsimile:

  	
  (203) 324-8488

  	
  Telephone:

  	
  (212) 547-5400

  
	
  Attention:

  	
  Rajni A. Narasi,
  Assoc. General Counsel

  	
  Facsimile:

  	
  (212) 547-5444

  
	
   

  	
  Attention:

  	
  Stephen E. Older, Esq.

  
	
   

  	
   

  	
  Meir A. Lewittes, Esq.

  



 


 


	
  WEST COAST OPPORTUNITY FUND, LLC

  
	
   

  
	
   

  
	
  By:

  	
   /s/ Atticus Lowe

  	
   

  
	
   

  	
  Name: Atticus
  Lowe

  
	
   

  	
  Title: Chief
  Investment Officer

  



 


 


	
  Address for Notice
  and Delivery:

  	
  With a copy to:

  
	
  2151 Alessandro
  Drive, Suite 1

  	
  Catherine DeBono Holmes

  
	
  Ventura, CA
  93001

  	
  Jeffer, Mangels, Butler & Marmaro LLP

  
	
  Telephone:

  	
  (805) 653-5333

  	
  1900 Avenue of the Stars, 7th Floor

  
	
  Facsimile:

  	
  (805) 648-6488

  	
  Los Angeles, California 90067

  
	
  Attention:

  	
  Atticus Lowe

  	
  Telephone:

  	
  (310) 201-3553

  
	
   

  	
  Facsimile:

  	
  (310) 712-8553