Exhibit 10.31


 


WHEN RECORDED, THIS
INSTRUMENT SHOULD BE RETURNED TO:


 


David
G. Stolfa


3300
South Columbine Circle


Englewood,
CO 80113


 


NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL
PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM
THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR
SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER.


 


DEED OF
TRUST, MORTGAGE, SECURITY AGREEMENT,


ASSIGNMENT
OF PRODUCTION AND PROCEEDS, 


FINANCING
STATEMENT AND FIXTURE FILING


FROM
REDWOOD ENERGY PRODUCTION, L.P.


TO MICHAEL
M. LOGAN, AS TRUSTEE, AND 


BANK OF
OKLAHOMA, NATIONAL ASSOCIATION


 


THIS
INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS. 


THIS
INSTRUMENT SECURES PAYMENT OF FUTURE ADVANCES. 


THIS
INSTRUMENT COVERS AS-EXTRACTED COLLATERAL.


 


THE
OIL AND GAS INTERESTS INCLUDED IN THE PROPERTY COVERED HEREBY WILL BE FINANCED
AT THE WELLHEADS OF THE WELLS LOCATED ON THE PROPERTIES DESCRIBED IN, OR THE
DESCRIPTION OF WHICH IS INCORPORATED IN, EXHIBIT “A” ATTACHED HERETO AND MADE A
PART HEREOF, AND THIS FINANCING STATEMENT IS TO BE FILED OR FILED FOR
RECORD, AMONG OTHER PLACES, IN THE REAL ESTATE RECORDS PURSUANT TO APPLICABLE
LAW.


 


THOSE
PORTIONS OF THE COLLATERAL WHICH ARE MINERALS OR OTHER SUBSTANCES OF VALUE
WHICH MAY BE EXTRACTED FROM THE EARTH (INCLUDING, WITHOUT LIMITATION, OIL
AND GAS), AND THE ACCOUNTS RELATING THERETO, WILL BE FINANCED AT THE WELLHEADS
OF THE WELLS LOCATED ON THE PROPERTIES DESCRIBED IN, OR THE DESCRIPTION OF
WHICH IS INCORPORATED IN, EXHIBIT “A”. 
MORTGAGOR HAS AN INTEREST IN SUCH EXTRACTED MINERALS AND OTHER
SUBSTANCES OF VALUE BEFORE EXTRACTION.


 


SOME
OF THE PERSONAL PROPERTY CONSTITUTING A PORTION OF THE COLLATERAL IS OR IS TO
BE AFFIXED TO THE PROPERTIES DESCRIBED IN, OR THE DESCRIPTION OF WHICH IS
INCORPORATED IN, EXHIBIT “A”. MORTGAGOR HAS AN INTEREST OF RECORD IN THE REAL
ESTATE CONCERNED, WHICH IS DESCRIBED IN, OR THE DESCRIPTION OF WHICH IS
INCORPORATED IN, EXHIBIT “A”.


 


A POWER OF SALE HAS BEEN GRANTED IN THIS
INSTRUMENT.  A POWER OF SALE
MAY ALLOW THE TRUSTEE OR THE MORTGAGEE TO TAKE THE COLLATERAL AND SELL IT
WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY MORTGAGOR
HEREUNDER.


 


MORTGAGOR HEREBY AUTHORIZES BOK TO FILE ONE OR MORE FINANCING
STATEMENTS COVERING ALL PERSONAL PROPERTY OF MORTGAGOR.


 

















 


DEED OF
TRUST, MORTGAGE, SECURITY AGREEMENT,


ASSIGNMENT
OF PRODUCTION AND PROCEEDS, 


FINANCING
STATEMENT AND FIXTURE FILING


 


THIS DEED OF TRUST, MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF
PRODUCTION AND PROCEEDS, FINANCING STATEMENT AND FIXTURE FILING (this
“Instrument”), dated as of December 31, 2008, is from REDWOOD ENERGY
PRODUCTION, L.P., a Texas limited partnership (“Mortgagor”), with an address at
One Maritime Plaza, Suite 700, San Francisco, California 94111, to MICHAEL
M. LOGAN, as trustee, with an address at 1675 Broadway, Suite 1650,
Denver, Colorado 80202 (“Trustee”), and to BANK OF OKLAHOMA, NATIONAL
ASSOCIATION, a national banking association (“BOK”), with an address at 1675
Broadway, Suite 1650, Denver, Colorado 80202.


 


Pursuant to the terms of an Amended and Restated Term Loan Agreement
dated as of December 31, 2008, as the same may hereafter be amended,
modified, extended or amended and restated from time to time (the “Term Loan
Agreement”), BOK is to make an amortizing term loan (the “Loan”) to
Madisonville Midstream LLC (“Borrower”). 
The Loan is being guaranteed by Mortgagor.


 


All of the property described under 1 through 8 below is herein
collectively called the “Collateral”:


 


1.          All
of the present right, title and interest of Mortgagor and any and all
additional interests hereafter acquired by Mortgagor (all of the foregoing
being herein collectively called the “Interests”), including without limitation
the Working Interests defined on Exhibit “A” attached hereto and Net
Revenue Interests defined on Exhibit “A” attached hereto: (a) in and
to all of the fee estates, surface estates, easements, rights-of-way, mineral
estates, leasehold estates, oil and gas leases, oil, gas and mineral leases,
licenses, subleases and sublicenses described or referred to in
Exhibit “A” attached hereto and made a part hereof or covering or relating
to all or any part of the land described in Exhibit “A” or the description
of which is incorporated in Exhibit “A”, and (b) in and to any other
interests covering or relating to all or any part of the land described in
Exhibit “A” or the description of which is incorporated in
Exhibit “A” (the “Land”);


 


2.          All
of the oil, gas, casinghead gas, coalbed methane and other hydrocarbons,
whether solid, liquid or gaseous, and all other associated or related
substances (“Hydrocarbons”) owned by Mortgagor and attributable to any of the
Interests, including without limitation all of the severed and extracted
Hydrocarbons owned by Mortgagor and any and all “as-extracted collateral” (as
defined in the applicable version of the Uniform Commercial Code);


 


3.          All
of the items incorporated as part of or attributed or affixed to any of the
real property included in the Interests;


 

















 


4.           All
wells, platforms, derricks, casing, tubing, tanks, tank batteries, separators,
dehydrators, compressors, rods, pumps, flow lines, water lines, gas lines,
machinery, pipelines, power lines and other goods and equipment, and all other
personal property and fixtures, now or hereafter owned, leased or used by
Mortgagor and attributable to any of the Interests, including without
limitation any and all such items which are used or purchased for the
production, treatment, storage, transportation, manufacture or sale of
Hydrocarbons and any and all such items described on Exhibit “A”;


 


5.           All
of the inventory, accounts, contract rights, chattel paper, payment
intangibles, promissory notes, supporting obligations and general intangibles
of Mortgagor, whether heretofore or hereafter arising, in connection with the
Interests and any other contract or agreement relating to the exploration for
Hydrocarbons, the operation of any property for the production of Hydrocarbons
or the treatment, storage, transportation, gathering, handling, processing,
manufacture, sale or marketing of Hydrocarbons, including without limitation
any of the foregoing described on Exhibit “A” and any and all operating,
pooling, commodity hedge, swap, exchange, forward, futures, floor, collar or
cap agreements entered into by or on behalf of Mortgagor or to which Mortgagor
is a party or has rights;


 


6.           All
logs, maps, geologic data, seismic data, gravitational data, magnetic data,
other geophysical data, geochemical data, engineering data, formation tests,
core samples, drilling reports, division orders, transfer orders, title
opinions, reserve reports, lease files, well files and other information, data
and records, whether in paper, electronic or any other form, and related
computer hardware and software relating to or used in connection with any of
the Interests, to the extent that Mortgagor has the right to grant a mortgage
and security interest therein;


 


7.           All
of the rights, privileges, benefits, hereditaments and appurtenances in any way
belonging, incidental or appertaining to any of the property described under
Paragraphs 1 through 6 above; and


 


8.           All
of the proceeds and products of the property described under Paragraphs l
through 7 above, including without limitation condemnation awards and the
proceeds of any and all title insurance policies and other insurance policies
covering all or any part of said property and, to the extent they may
constitute proceeds, instruments, accounts, chattel paper, payment intangibles,
promissory notes, supporting obligations, securities, general intangibles and
contract rights.


 


IN CONSIDERATION of ten dollars ($10.00) in hand paid to Mortgagor, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Mortgagor hereby:


 


2

















 


A.         Grants,
bargains, sells, assigns, transfers, pledges, mortgages and conveys the
Collateral to Trustee, WITH POWER OF SALE pursuant to this Instrument and
applicable law, for the benefit of BOK, but subject to the rights of BOK under
the assignment made in paragraph C below;


 


B.          Grants,
bargains, sells, assigns, transfers, pledges, mortgages and grants a security
interest in the Collateral to BOK, WITH POWER OF SALE pursuant to this
Instrument and applicable law;


 


TO HAVE AND TO HOLD the Collateral to BOK and its successors and
assigns forever, and TO HAVE AND TO HOLD the Collateral to Trustee and his
successors and assigns forever, IN TRUST, subject to all of the terms,
conditions, covenants and agreements herein set forth, for the security and
benefit of BOK; and


 


C.          Assigns
to BOK all of the severed and extracted Hydrocarbons produced from or
attributed to any of the Collateral, together with all amounts that become
payable to Mortgagor with respect to any of the Collateral, whether now owned
or hereafter acquired, and all of the proceeds thereof.


 


AND in furtherance thereof Mortgagor warrants, represents, covenants
and agrees as follows:


 


ARTICLE I


 


Obligations


 


Section 1.1             This
Instrument is executed, acknowledged and delivered by Mortgagor to secure and
enforce the following obligations (herein called the “Obligations”):


 


A.         Payment
of and performance of all obligations of Borrower under or in connection with
the Promissory Note dated December 31, 2008, as the same may be amended,
renewed, extended or substituted for (the “Note”), made by Borrower in the face
amount of $6,697,847.18, payable to the order of BOK on or before December 31,
2011 (or such earlier date as may be specified in the Term Loan Agreement), with
interest at the rates specified in the Term Loan Agreement;


 


B.          All
indebtedness, liabilities and obligations of Borrower or Mortgagor to BOK, of
every kind and character, now existing or hereafter arising, pursuant to the
Term Loan Agreement;


 


C.          All
other indebtedness, liabilities and obligations of Borrower or Mortgagor to
BOK, of every kind and character, now existing or hereafter arising, whether
direct or indirect, primary or secondary, joint, several or joint and several
(including, without limitation, Mortgagor’s guaranty of the Note and the Loan, any
and all obligations of Borrower or Mortgagor to BOK for fees,


 


3

















 


costs
and expenses pursuant to or in connection with any loan agreements now or hereafter
in force and any hedging obligations that Borrower or Mortgagor may hereafter
incur to BOK), it being contemplated that Borrower or Mortgagor may hereafter
become indebted to BOK in such further sums;


 


D.          Payment
of all sums advanced and costs and expenses incurred by BOK (whether directly
or indirectly or on its behalf by Trustee and including without limitation all
reasonable legal fees) in connection with the Obligations or any part thereof,
any renewal, extension or change of or substitution for the Obligations or any
part thereof, or the acquisition or perfection of the security therefor,
whether such advances, costs and expenses were made or incurred at the request
of Mortgagor, Trustee or BOK;


 


E.          Payment
of all other indebtedness and liabilities and performance of all other
obligations of Mortgagor to BOK arising pursuant to this Instrument or in
connection with this Instrument; and


 


F.          All
renewals, extensions, amendments and changes of, or substitutions or
replacements for, all or any part of the items described under A through E
above; provided that such renewals, extensions, amendments, changes of, or
substitutions or replacements for, all or any part of the foregoing:


 


(1)     shall not together in unpaid principal amount aggregate more
than $20,000,000 at any time, which amount contemplates all futures advances;


 


(2)     shall
have been made on or before December 31, 2011; and


 


(3)     shall
completely mature prior to December 31, 2013.


 


Section 1.2             The
maximum amount of the Obligations that may be outstanding at any time or from
time to time that shall be secured by this Instrument, including as a mortgage
or as a pledge or assignment of Hydrocarbons, is $20,000,000.


 


ARTICLE II


 


Warranties, Representations
and Covenants


 


Section 2.1             Mortgagor
warrants, represents and covenants to and with BOK that: (a) Mortgagor has
the right to receive at all times the “Net Revenue Interest” specified in
Exhibit “A” of all Hydrocarbons produced from the wells located on the
Collateral; (b) Mortgagor’s share of development and operating costs with
respect to any of the wells or properties included in the Collateral is no
greater than the “Working Interest” specified in Exhibit “A” for that


 


4

















 


well
or property (unless Mortgagor’s right to receive production proceeds from such
well or property has been increased by a proportionate amount over the
applicable “Net Revenue Interest” specified for such well or property in
Exhibit “A”); (c) Mortgagor is the lawful owner of good and
defensible title to the Collateral, free and clear of all liens, security
interests, encumbrances and burdens, except liens, security interests and other
matters permitted by the terms of the Term Loan Agreement; (d) each loan,
the payment of which constitutes an Obligation hereunder, is or shall be for a
business or commercial purpose; and (e) so long as any or all parts of the
Obligations remain unpaid or unsatisfied, Mortgagor will defend the title to
the Collateral against the claims of all persons whomsoever claiming or to
claim the same or any part thereof.


 


Section 2.2             Mortgagor
covenants that, so long as any part of the Obligations remains unpaid or
unsatisfied, unless BOK shall have otherwise consented in writing:


 


A.         Mortgagor
shall promptly and, insofar as not contrary to applicable law, at Mortgagor’s
own expense, file and refile in such offices, at such times and as often as may
be necessary, this Instrument and every other instrument in addition or
supplemental hereto, including applicable financing statements, as may be
necessary to create, perfect, maintain and preserve the lien, encumbrance and
security interest intended to be created hereby and the rights and remedies of
BOK and Trustee hereunder;


 


B.          Mortgagor
shall execute, acknowledge and deliver to BOK and/or Trustee such other and
further instruments and do such other acts as in the reasonable opinion of BOK
may be necessary or desirable to more fully identify and subject to the lien,
encumbrance and security interest and assignment created hereby any property
intended by the terms hereof to be covered hereby, to assure the first priority
thereof, and otherwise to effect the intent of this Instrument, promptly upon
request of BOK and at Mortgagor’s expense; and


 


C.          If
the title, interest, lien or encumbrance, as the case may be, of Mortgagor, BOK
or Trustee to the Collateral or any part thereof, or the security of this Instrument,
or the rights or powers of BOK or Trustee hereunder, shall be attacked, either
directly or indirectly, or if any legal proceedings are commenced involving
Mortgagor or the Collateral, Mortgagor shall promptly give written notice
thereof to BOK and at Mortgagor’s own expense shall take all reasonable steps
diligently to defend against any such attack or proceedings; and BOK and/or
Trustee may take such independent action in connection therewith as it may in its
discretion deem advisable, and all costs and expenses,


 


5

















 


including,
without limitation, reasonable attorneys’ fees and legal expenses, incurred by
BOK or Trustee in connection therewith shall be a demand obligation owing by
Mortgagor to BOK, shall bear interest at the rate provided in the Note, and
shall be a part of the Obligations.


 


ARTICLE III


 


Collection of Proceeds of
Production


 


Section 3.1             Pursuant
to the assignment made by Mortgagor in paragraph C of the granting clause of
this Instrument, BOK is entitled to receive all of the severed and extracted
Hydrocarbons produced from or attributed to all of the Interests, together with
all of the proceeds thereof. Mortgagor acknowledges and agrees that said
assignment is intended to be an absolute and unconditional assignment and not
merely a pledge of or creation of a security interest therein or assignment as additional
security.  Mortgagor hereby authorizes
and directs all parties producing, purchasing, receiving or having in their
possession any such Hydrocarbons or proceeds to treat and regard BOK as the
party entitled, in Mortgagor’s place and stead, to receive such Hydrocarbons
and proceeds; and said parties shall be fully protected in so treating and
regarding BOK and shall be under no obligation to see to the application by BOK
of any such proceeds received by it.  Notwithstanding
the foregoing, so long as there is no Event of Default (as defined in
Section 5.1 below), Mortgagor shall continue to receive all the severed
and extracted Hydrocarbons produced or attributed to all of the Interests,
together with all of the proceeds thereof.


 


Section 3.2             All
of the proceeds received by BOK pursuant to Section 3.1 shall be applied
by BOK in accordance with the terms of the Term Loan Agreement and
Section 5.10 below.


 


Section 3.3             Upon
any sale of any of the Collateral by or for the benefit of BOK pursuant to
Article V, the Hydrocarbons thereafter produced from or attributed to the
part of the Collateral so sold, and the proceeds thereof, shall be included in
such sale and shall pass to the purchaser free and clear of the provisions of
this Article.


 


Section 3.4             BOK is
hereby absolved from all liability for failure to enforce collection of any
such Hydrocarbons or proceeds and from all other responsibility in connection
therewith, except the responsibility to account to Mortgagor for proceeds
actually received.


 


Section 3.5             Mortgagor
shall indemnify BOK against all claims, actions, liabilities, judgments, costs,


 


6

















 


reasonable
attorneys’ fees and other charges of whatsoever kind or nature (herein called
“Claims”) made against or incurred by BOK as a consequence of the assertion,
either before or after the payment in full of the Obligations, that BOK
received Hydrocarbons or proceeds pursuant to this Article which were
claimed by or due to third persons.  BOK
shall have the right to employ attorneys and to defend against any Claims, and
unless furnished with reasonable indemnity, BOK shall have the right to pay or
compromise and adjust all Claims. Mortgagor shall indemnify and pay to BOK all
such amounts as may be paid in respect thereof or as may be successfully
adjudicated against BOK.  The liabilities
of Mortgagor as set forth in this Section shall survive the termination of
this Instrument.


 


Section 3.6             Nothing
in this Instrument shall be deemed or construed to create a delegation to or
assumption by BOK of the duties and obligations of Mortgagor under any
agreement or contract relating to the Collateral or any portion thereof, and
all of the parties to any such contract shall continue to look to Mortgagor for
performance of all covenants and other obligations and the satisfaction of all
representations and warranties of Mortgagor thereunder, notwithstanding the
assignment of production and proceeds herein made or the exercise by BOK, prior
to foreclosure, of any of its rights hereunder or under applicable law.


 


ARTICLE IV


 


Termination


 


If all of the Obligations of Mortgagor shall be paid or performed in
full pursuant to the terms and conditions of this Instrument and the
instruments evidencing the Obligations and if BOK has no further obligation to
make advances to Mortgagor, then BOK shall, promptly after the request of
Mortgagor, execute, acknowledge and deliver to Mortgagor proper instruments
evidencing the termination of this Instrument. 
Mortgagor shall pay all reasonable legal fees and other expenses
incurred by BOK for preparing and reviewing such instruments of termination and
the execution and delivery thereof, and BOK may require payment of the same
prior to delivery of such instruments. 
Otherwise, this Instrument shall remain and continue in full force and
effect.


 


ARTICLE V


 


Default


 


Section 5.1             The
occurrence of any “Event of Default” (as described in the Term Loan Agreement),
including without limitation the expiration of any applicable grace


 


7

















 


period
(an “Event of Default”), shall, automatically (as described in the Term Loan
Agreement), or at the option of BOK, make all amounts then remaining unpaid on
the Obligations immediately due and payable, and the liens, encumbrances and
security interests evidenced or created hereby shall be subject to foreclosure
in any manner provided for herein or provided for by law.


 


Section 5.2             Upon
the occurrence and during the continuance of any Event of Default, BOK and/or
Trustee may elect to treat the fixtures included in the Collateral as real
property, as personal property, or, if so permitted by applicable law, as both,
and proceed to exercise such rights as apply to the type or types of property
selected.


 


Section 5.3             Upon
the occurrence and during the continuance of any Event of Default, in addition
to all other rights and remedies herein conferred, BOK and/or Trustee shall
have all of the rights and remedies of a mortgagee and trustee under a deed of
trust or a mortgage with respect to all of the Collateral.  This Instrument shall be effective as a
mortgage as well as a deed of trust and, upon the occurrence of an Event of
Default, may be foreclosed as to any of the Collateral in any manner permitted
by applicable law, and any foreclosure suit may be brought by Trustee or BOK;
and to the extent, if any, required to cause this Instrument to be so effective
as a mortgage and security agreement as well as a deed of trust, Mortgagor
hereby grants and mortgages and grants a security interest in the Collateral to
BOK upon the terms set forth in this Instrument.  The provisions set forth in this
Section 5.3 shall not in any way limit any other provision of this
Instrument.  BOK and/or Trustee shall, to
the extent permitted by applicable law, have the right and power, but not the
obligation, to enter upon and take immediate possession of the real property
included in the Collateral or any part thereof, to exclude Mortgagor therefrom,
to hold, use, operate, manage and control such real property, to make all such
repairs, replacements, alterations, additions and improvements to the same as
BOK and/or Trustee may deem proper, to sell all of the severed and extracted
Hydrocarbons included in the same subject to the provisions of Article III,
to demand, collect and retain all other earnings, proceeds and other sums due
or to become due with respect to such real property, accounting for and
applying to the payment of the Obligations only the net earnings arising
therefrom after charging against the receipts therefrom all costs, expenses,
charges, damages and losses incurred by reason thereof plus interest thereon at
an annual rate which equals the default rate of interest payable on overdue
principal, as described in the Term Loan Agreement, as fully and effectually as
if BOK and/or Trustee were the absolute owner of such real property and without
any liability to Mortgagor in connection therewith.


 


8
















 


Section 5.4             Upon
the occurrence and during the continuance of any Event of Default, BOK and/or
Trustee, in lieu of or in addition to exercising any other power, right or
remedy herein granted or by law or equity conferred, may proceed by an action
or actions in equity or at law for the seizure and sale of the real property
included in the Collateral or any part thereof, for the specific performance of
any covenant or agreement herein contained or in aid of the execution of any
power, right or remedy herein granted or by law or equity conferred, for the
foreclosure or sale of such real property or any part thereof under the
judgment or decree of any court of competent jurisdiction, for the appointment
of a receiver pending any foreclosure hereunder or the sale of such real
property or any part thereof or for the enforcement of any other appropriate
equitable or legal remedy.


 


Section 5.5             Upon
the occurrence and during the continuance of any Event of Default, in addition
to all other powers, rights and remedies herein granted or by law or equity
conferred, BOK shall have all of the rights and remedies of an assignee and
secured party granted by applicable law, including the Uniform Commercial Code,
and shall, to the extent permitted by applicable law, have the right and power,
but not the obligation, to take possession of the personal property included in
the Collateral, and for that purpose BOK may enter upon any premises on which
any or all of such personal property is located and take possession of and operate
such personal property or remove the same therefrom.  BOK may require Mortgagor to assemble such
personal property and make it available to BOK at a place to be designated by
BOK which is reasonably convenient to both parties.  The following presumptions shall exist and
shall be deemed conclusive with regard to the exercise by BOK of any of its
remedies with respect to personal property:


 


Upon the occurrence and during the continuance of an Event of Default,
Trustee, its successor or substitute, is authorized and empowered and it shall
be its special duty at the request of BOK to sell the Collateral or any part
thereof situated in the State of Texas at the courthouse of any county in the
State of Texas or such other location as provided by applicable law in which
the Collateral is situated, at public venue to the highest bidder for cash
between the hours of 10 o’clock a.m. and 4 o’clock p.m. on the first
Tuesday in any month after having given notice of such sale in accordance with
the statutes of the State of Texas then in force governing sales of real estate
under powers conferred by deeds of trust.


 


Section 5.6             Upon
the occurrence and during the continuance of any Event of Default, BOK and/or
Trustee may, with respect to all or any portion of the Collateral, subject


 


9

















 


to
any mandatory requirements of applicable law, sell or have sold the real
property or interests therein included in the Collateral or any part thereof at
one or more sales, as an entirety or in parcels, at such place or places and
otherwise in such manner and upon such notice as may be required by law or by
this Instrument, or, in the absence of any such requirement, as BOK and/or
Trustee may deem appropriate.  BOK and/or
Trustee may postpone the sale of such real property or interests therein or any
part thereof by public announcement at the time and place of such sale, and
from time to time thereafter may further postpone such sale by public
announcement made at the time of sale fixed by the preceding postponement.  Sale of a part of such real property or
interests therein or any defective or irregular sale hereunder will not exhaust
the power of sale, and sales may be made from time to time until all such
property is sold without defect or irregularity or the Obligations are paid in
full.  BOK and/or Trustee shall have the
right to appoint one or more attorneys-in-fact to act in conducting the
foreclosure sale and executing a deed to the purchaser.  It shall not be necessary for any of the
Collateral at any such sale to be physically present or constructively in the
possession of BOK and/or Trustee.


 


Section 5.7             BOK
or any other person owning, directly or indirectly, any interest in any of the
Obligations shall have the right to become the purchaser at any sale made
pursuant to the provisions of this Article V and shall have the right to
credit upon the amount of the bid made therefor the amount payable to it under
or in connection with the Obligations. 
Recitals contained in any conveyance to any purchaser at any sale made
hereunder will conclusively establish the truth and accuracy of the matters
therein stated, including without limitation nonpayment of the Obligations and
advertisement and conduct of such sale in the manner provided herein or
provided by law.  Mortgagor hereby
ratifies and confirms all legal acts that BOK and/or Trustee may do in carrying
out the provisions of this Instrument.


 


Section 5.8             Effective
upon the occurrence and during the continuance of any Event of Default, Mortgagor
hereby waives and relinquishes, to the maximum extent permitted by law, and
subject to any mandatory requirements of applicable law, Mortgagor hereby
agrees that Mortgagor shall not at any time hereafter have or assert, any right
under any law pertaining to: marshalling, whether of assets or liens, the sale
of property in the inverse order of alienation, the exemption of homesteads,
the administration of estates of decedents, appraisement, valuation, stay,
extension, redemption, subrogation, or abatement, suspension, deferment,
diminution or reduction of any of the Obligations (including, without
limitation, setoff), now or hereafter in force. 
Mortgagor expressly agrees that BOK and/or Trustee


 


10

















 


may
offer the Collateral as a whole or in such parcels or lots as BOK and/or
Trustee, in its sole discretion elects, regardless of the manner in which the
Collateral may be described.


 


Section 5.9             All
costs and expenses (including reasonable attorneys’ fees, legal expenses,
filing fees, and mortgage, transfer, stamp and other excise taxes) incurred by
BOK and/or Trustee in perfecting, protecting and enforcing its rights
hereunder, whether or not an Event of Default shall have occurred, shall be a
demand obligation of Mortgagor to BOK and shall bear interest at the rate
provided in the Note, all of which shall be part of the Obligations.


 


Section 5.10           The
proceeds of any sale of the Collateral or any part thereof made pursuant to
this Article V shall be applied as follows:


 


A.            First, to the
payment of all costs and expenses incident to the enforcement of this
Instrument, including, without limitation, a reasonable compensation to the
agents, attorneys and counsel of BOK and/or Trustee;


 


B.            Second, to the
payment or prepayment of the Obligations, in such order as BOK shall elect; and


 


C.            Third, the
remainder, if any, shall be paid to Mortgagor or such other person or persons
as may be entitled thereto by law.


 


Section 5.11           Upon
any sale made under the powers of sale herein granted and conferred, the
receipt of BOK and/or Trustee will be sufficient discharge to the purchaser or
purchasers at any sale for the purchase money, and such purchaser or purchasers
and the heirs, devisees, personal representatives, successors and assigns
thereof will not, after paying such purchase money and receiving such receipt
of BOK and/or Trustee, be obligated to see to the application thereof or be in
any way answerable for any loss, misapplication or non-application thereof.


 


ARTICLE VI


 


Trustee


 


Section 6.1             Trustee
may resign in writing addressed to BOK or be removed at any time with or
without cause by an instrument in writing duly executed by BOK.  In case of the death, resignation or removal
of Trustee, a successor Trustee may be appointed by BOK without other formality
than an appointment and designation in writing unless otherwise required by
applicable law.  Such appointment and
designation will be full evidence of the


 


11

















 


right
and authority to make the same and of all facts therein recited, and upon the
making of any such appointment and designation, this Instrument will vest in
the named successor trustee all the right, title and interest of Trustee in all
of the Collateral, and said successor will thereupon succeed to all the rights,
powers, privileges, immunities and duties hereby conferred upon Trustee.  All references herein to Trustee will be
deemed to refer to the trustee from time to time acting hereunder.


 


Section 6.2             BOK shall
indemnify Trustee against all claims, actions, liabilities, judgments, costs,
attorneys’ fees or other charges of whatsoever kind or nature made against or
incurred by Trustee, and arising out of the performance by Trustee of the
duties of Trustee hereunder.


 


ARTICLE VII


 


Miscellaneous Provisions


 


Section 7.1             Each
and every right, power and remedy hereby granted to BOK and/or Trustee shall be
cumulative and not exclusive, and each and every right, power and remedy
whether specifically hereby granted or otherwise existing may be exercised from
time to time and as often and in such order as may be deemed expedient by BOK
and/or Trustee, and the exercise of any such right, power or remedy will not be
deemed a waiver of the right to exercise, at the same time or thereafter, any
other right, power or remedy. All changes to and modifications of this
Instrument must be in writing and signed by Mortgagor and BOK.


 


Section 7.2             If
any provision hereof or of any of the other documents constituting, evidencing
or creating all or any part of the Obligations is invalid or unenforceable in
any jurisdiction, the other provisions hereof or of said documents shall remain
in full force and effect in such jurisdiction and the remaining provisions
hereof will be liberally construed in favor of BOK and Trustee in order to
carry out the provisions hereof and of such other documents. The invalidity of
any provision of this Instrument in any jurisdiction will not affect the
validity or enforceability of any such provision in any other jurisdiction.


 


Section 7.3             This
Instrument will be deemed to be and may be enforced from time to time as a
contract, financing statement, real estate mortgage, or security agreement, and
from time to time as any one or more thereof, as is appropriate under
applicable state law.  A carbon,
photographic or other reproduction of this Instrument or any financing
statement in connection herewith shall be sufficient as a financing statement
for any and all purposes.


 


12

















 


Section 7.4             Notwithstanding
anything to the contrary contained herein, no rate of interest required
hereunder or under the Obligations shall exceed the maximum legal rate under
applicable law, and, in the event any such rate is found to exceed such maximum
legal rate, Mortgagor shall be required to pay only such maximum legal rate.


 


Section 7.5             Insofar
as permitted by otherwise applicable law, this Instrument and the Obligations
shall be construed under and governed by the laws of the State of Colorado
(excluding choice-of-law and conflict-of-law rules); provided, however, that,
with respect to any portion of the Collateral located outside of the State of
Colorado, the laws of the place in which such property is located shall apply
to the extent necessary to permit BOK and/or Trustee to enforce or realize upon
its rights and remedies hereunder with respect to such property, and any such
enforcement or realization proceedings shall be conducted in compliance with
the applicable laws of the state where the Collateral is located.


 


Section 7.6             This
instrument may be executed in any number of counterparts, each of which will
for all purposes be deemed to be an original, and all of which are identical
except that: (a) to facilitate recordation, in particular counterparts
hereof, portions of Exhibit “A” hereto which describe properties situated
in counties or parishes other than the county or parish in which the
counterpart is to be recorded have been omitted, and (b) to accommodate
different execution formalities for different states in which the Collateral is
located, the signature blocks and title pages in counterparts to be filed
in certain states may contain captions, witnesses, acceptances and other
formalities not included in other counterparts. 
Each counterpart shall be deemed to be an original for all purposes, and
all counterparts shall together constitute but one and the same instrument.


 


Section 7.7             Unless
otherwise specified in Exhibit “A” hereto, all recording references in Exhibit “A”
hereto are to the official real property records of the county in which the
affected land is located.  The references
in Exhibit “A” hereto to liens, encumbrances and other burdens shall not
be deemed to recognize or create any rights in third parties.


 


Section 7.8             All
deliveries and notices hereunder shall be deemed to have been duly made or
given if made or given in conformity with the provisions of the Term Loan
Agreement.


 


Section 7.9             This
Instrument shall bind and inure to the benefit of the respective successors and
assigns of


 


13

















 


Mortgagor,
BOK and Trustee, including, without limitation, any and all other banks,
lending institutions and parties which may participate in the indebtedness
evidenced by the Obligations or any of them. 
Notwithstanding any other provision contained herein, if any property
interest granted by this Instrument does not vest on the execution and delivery
of this Instrument, it shall vest, if at all, no later than 20 years after the
execution and delivery of this Instrument. 
As used herein, the term “person” shall mean individual, corporation,
limited liability company, partnership, joint venture, agency or other form of
entity or association.


 


Section 7.10           Some
of the above goods are or are to become fixtures on the Land.  The above described minerals or other
substances of value which may be extracted from the earth (including without
limitation oil and gas), and the accounts relating thereto will be financed at
the wellhead of the well or wells located on the Land.  This Instrument is to be filed for record in,
among other places, the real estate records of each county in which the
affected real estate is located; to wit, all of those listed in Exhibit “A.”
Mortgagor is the owner of a record interest in a portion of the real estate
concerned.  The mailing address of
Mortgagor and the address of BOK from which information concerning the security
interest may be obtained are as set forth above.


 


Section 7.11           BOK
and/or Trustee shall be entitled to enforce payment of any indebtedness and
performance of any other of the Obligations secured hereby and to exercise all
rights and powers under this Instrument or under any other instrument or other
agreement or any laws now or hereafter in force, notwithstanding the fact that
some or all of said indebtedness and other Obligations secured hereby may now
or hereafter be otherwise secured, whether by mortgage, deed of trust, pledge,
lien, assignment or otherwise.  Neither
the acceptance of this Instrument nor its enforcement, whether by court action
or pursuant to the power of sale or other powers herein contained shall
prejudice or in any manner affect BOK’s right to realize upon or enforce any
other security now or hereafter held by BOK, it being agreed that BOK shall be
entitled to enforce this Instrument and any other security now or hereafter
held by BOK in such order and manner as it may in its absolute discretion
determine.


 


SECTION 7.12       STATUTE OF
FRAUDS NOTICE.  THIS WRITTEN MORTGAGE AND
THE OTHER WRITTEN DOCUMENTS EXECUTED BY MORTGAGOR IN CONNECTION WITH THE LOAN
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.  THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETO.


 


14

















 


EXECUTED as of the date first above written.


 


	
   

  	
  REDWOOD
  ENERGY PRODUCTION, L.P.

  
	
   

  	
  By:
  

  	
  Redwood
  Energy Company,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/ Stuart J. Doshi

  
	
   

  	
   

  	
   

  	
    Stuart
  J. Doshi,

  
	
   

  	
   

  	
   

  	
    President
  and Chief Executive Officer

  
	
   

  	
   

  
	
  STATE OF TEXAS

  	
  )

  
	
   

  	
  )
   ss.

  
	
  COUNTY OF HARRIS

  	
  )

  



 


This instrument was acknowledged before me on December 31, 2008,
by Stuart J. Doshi, as the President and Chief Executive Officer of Redwood
Energy Company, a Texas corporation, the General Partner of REDWOOD ENERGY
PRODUCTION, L.P., a Texas limited partnership, on behalf of said limited
partnership Given under my hand and official seal.


 


	
   

  	
   

  
	
   

  	
  /s/ Ann R. Razo

  
	
   

  	
  Ann R. Razo, Notary
  Public

  
	
   

  	
  (Name
  Printed)

  



 


(SEAL)                  My
commission
expires:                           , 20


 


15

















 


PREAMBLE TO


 


EXHIBIT “A”


 


1.                                       Well names,
unit designations, unit tract descriptions and descriptions of undivided
leasehold interests, Net Revenue Interests and Working Interests contained in Exhibit “A”
shall not be deemed to limit the interests covered hereby.


 


2.                                       Reference is
made to the land descriptions contained in the documents of title recorded as
described in Exhibit “A”.  To the
extent that any of the land descriptions in Exhibit “A” is incorrect or
not legally sufficient, the land descriptions contained in the leases or other
documents recorded as described in Exhibit “A” are incorporated herein by
this reference.


 


3.                                       Unless provided
otherwise, all recording references in Exhibit “A” are to the official
real property records of the county or counties in which the Interests are
located and in which records such documents are or in the past have been
customarily recorded, whether Deed Records, Oil and Gas Records, oil and Gas
Lease Records or other records.


 


A-i

















 


EXHIBIT A


 


MADISON COUNTY, TEXAS


 


As used herein, the “Rodessa/Sligo Interval” means the
stratigraphic equivalent of those sands, zones, and horizons occurring below
the surface of the earth encountered between the depths of 11,427 feet and
12,378 feet (electric log measurements) in the Ruby Magness Well No. 1 located
in the Amy Boatwright Survey, A-7, Madison County, Texas.


 


As used herein and in the Instrument (which is defined in the
underlying Deed of Trust), “Working Interest” or “WI” means, with
respect to a lease or a unit, Mortgagor’s (as defined in the Instrument) undivided
ownership, operating, and expense-bearing interest (expressed as a percentage)
of the costs of exploring, drilling, and operating for, and producing
Hydrocarbons (as defined in the Instrument) from such lease or unit.


 


As used herein and in the Instrument, “Net Revenue Interest” or
“NRI” means with respect to a lease or a unit, Mortgagor’s share of
Hydrocarbons (expressed as a percentage) attributable to its Working Interest
and produced from or attributable to a unit or lease well after deducting all landowner
royalties, overriding royalties, nonparticipating royalties, production
payments, and other similar burdens or payments out of production.


 


Redwood Energy Production, L.P. — “Ruby Magness Gas Unit No. 1”


 


Those certain lands and leases located within the Ruby Magness Gas Unit
No. 1 and described in the Third Amended Pooling Designation of the Redwood
Energy Production, L.P.-Ruby Magness Gas Unit No. 1 acknowledged February 22,
2005, and recorded in Volume 780, Page 240, Official Records, Madison County,
Texas. This Instrument is intended to cover any and all interests of Mortgagor
in and to said lands and leases, but the representations and warranties of
Mortgagor with respect to the Working Interest and Net Revenue Interest set
forth below shall apply INSOFAR AND ONLY INSOFAR
as said lands and leases in said Unit cover and include the Rodessa/Sligo
Interval.


 


	
  WORKING INTEREST

  	
   

  	
  100.000

  	
  %

  
	
  NET REVENUE
  INTEREST

  	
   

  	
  75.133294

  	
  %

  



 


Redwood Energy Production, L.P. — “Angela Fannin Gas Unit No. 1”


 


Those certain lands and leases located within the Angela Fannin Gas
Unit No. 1 and described in the Amended Pooling Designation of the Redwood
Energy Production, L.P.-Angela Fannin Gas Unit No. 1 acknowledged November 7,
2005, and recorded in Volume 780, Page 235, Official Records, Madison County,
Texas. This Instrument is intended to cover any and all interests of Mortgagor
in and to said lands and leases, but the representations and warranties of
Mortgagor with respect to the Working Interest and


 


A-1

















 


EXHIBIT A


 


MADISON COUNTY, TEXAS


 


Net
Revenue Interest set forth below shall apply INSOFAR
AND ONLY INSOFAR as said lands and leases in said Unit cover and
include the Rodessa/Sligo Interval.


 


	
  WORKING INTEREST

  	
   

  	
  100.000

  	
  %

  
	
  NET REVENUE
  INTEREST

  	
   

  	
  69.916167

  	
  %

  



 


Redwood Energy Production, L.P. — “Mitchell Gas Unit”


 


1.                                       Oil, Gas and
Mineral Lease between W.H. Scott, et ux, as lessor, and W.T. Barrett, as
lessee, dated 8/12/1952, recorded in Vol. 100, Pg. 438, Deed Records of Madison
County, Texas.


 


2.                                       Oil, Gas and
Mineral Lease between P.W. Harper, et ux, as lessor, and W.T. Barrett, as
lessee, dated 8/12/1952, recorded in Vol. 100, Pg. 448, Deed Records of Madison
County, Texas.


 


3.                                       Oil, Gas and
Mineral Lease between Helen Daily Susman, et al, as lessor, and W.T. Barrett,
as lessee, dated 10/16/1952, recorded in Vol. 100, Pg. 443, Deed Records of
Madison County, Texas.


 


4.                                       Oil, Gas and
Mineral Lease between Ralph A. Johnston, et al, as lessor, and L.C. Oldham, Jr.,
as lessee, dated 2/16/1953, recorded in Vol. 103, Pg. 271, Deed Records of
Madison County, Texas.


 


5.                                       Oil, Gas and
Mineral Lease between Ralph A. Johnston, et al, as lessor, and L.C. Oldham, Jr.,
as lessee, dated 2/16/1953, recorded in Vol. 103, Pg. 276, Deed Records of
Madison County, Texas.


 


6.                                       Oil, Gas and
Mineral Lease between Virginia M. Robinson, as lessor, and W.T. Barrett, as
lessee, dated 9/5/1953, recorded in Vol. 100, Pg. 469, Deed Records of Madison
County, Texas.


 


7.                                       Oil, Gas and
Mineral Lease between J.P. Sanders, et ux, as lessor, and W.T. Barrett, as
lessee, dated 8/13/1952, recorded in Vol. 100, Pg. 465, Deed Records of Madison
County, Texas.


 


8.                                       Oil, Gas and
Mineral Lease between Lummie Morgan, et ux, as lessor, and W.T. Barrett, as
lessee, dated 8/25/1952, recorded in Vol. 100, Pg. 459, Deed Records of Madison
County, Texas.


 


9.                                       Oil, Gas and
Mineral Lease between Grace Upchurch, et al, as lessor, and W.T. Barrett, as
lessee, dated 8/12/1952, recorded in Vol. 100, Pg. 454, Deed Records of Madison
County, Texas.


 


A-2

















 


EXHIBIT A


 


MADISON COUNTY, TEXAS


 


This
Instrument is intended to cover any and all interests of Mortgagor in and to
the above-described lands and leases, but the representations and warranties of
Mortgagor with respect to the Working Interests and Net Revenue Interests set
forth below shall apply INSOFAR AND ONLY INSOFAR as said lands and leases cover
and include the Rodessa/Sligo Interval.


 


	
  WORKING INTEREST

  	
   

  	
  100.000

  	
  %

  
	
  NET REVENUE
  INTEREST

  	
   

  	
  70.00

  	
  %

  



 


Redwood Energy Production, L.P. — “Wilson Well”


 


Oil, Gas and Mineral Lease between Lorene Wilson, et al, as lessor, and
L.C. Oldham, Jr., as lessee, dated 11/12/1953, recorded in Vol. 108, Pg.
105, Deed Records of Madison County, Texas. This Instrument is intended to
cover any and all interests of Mortgagor in and to said lease and the lands
covered thereby, but the representations and warranties of Mortgagor with
respect to the Working Interest and Net Revenue Interest set forth below shall
apply INSOFAR AND ONLY INSOFAR as
said lands and lease cover and include the Rodessa/Sligo Interval.


 


	
  WORKING INTEREST

  	
   

  	
  100.000

  	
  %

  
	
  NET REVENUE
  INTEREST

  	
   

  	
  70.00

  	
  %

  



 


Madisonville Net Profits Interest


 


Mortgagor’s Working Interest is subject to that certain Assignment of
Net Profits Interest, effective as of December 29, 2000, from Mortgagor to
Panther Rodessa, L.P. et al.


 


A-3