Third Amended and Restated Secured Term Note

Exhibit
    10.4
     

    THIS
      NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
      OR
      ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED
      OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO
      THIS
      NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION
      OF
      COUNSEL REASONABLY SATISFACTORY TO NEW CENTURY ENERGY CORP. THAT SUCH
      REGISTRATION IS NOT REQUIRED.

     

    


     

    THIRD
      AMENDED AND RESTATED SECURED TERM NOTE

     

    FOR
      VALUE
      RECEIVED, NEW CENTURY ENERGY CORP., a Colorado corporation (the “Company”),
      hereby promises to pay to LAURUS MASTER FUND, LTD., c/o M&C Corporate
      Services Limited, P.O. Box 309 GT, Ugland House, South Church Street, George
      Town, Grand Cayman, Cayman Islands, Fax: 345-949-8080 (the “Holder”)
      or its
      registered assigns or successors in interest, the sum of Nine Million Five
      Hundred Thousand Dollars ($9,500,000), together with any accrued and unpaid
      interest hereon, on December 31, 2007 (the “Maturity
      Date”)
      if not
      sooner paid.

     

    Capitalized
      terms used herein without definition shall have the meanings ascribed to such
      terms in that certain Securities Purchase Agreement dated as of the date hereof
      by and between the Company and the Holder (as amended, modified and/or
      supplemented from time to time, the “Purchase
      Agreement”).

     

    The
      following terms shall apply to this Third Amended and Restated Secured Term
      Note
      (this “Note”):

     

    ARTICLE
      I

     

    CONTRACT
      RATE AND REDEMPTION

     

    1.1 Contract
      Rate.
      Subject
      to Sections 2.2 and 3.9, interest payable on the outstanding principal amount
      of
      this Note (the “Principal
      Amount”)
      shall
      accrue at a rate per annum equal to twenty percent (20%) (the “Contract
      Rate”).
      Interest shall be (i) calculated on the basis of a 360 day year, and (ii)
      payable monthly, in arrears, commencing on November 1, 2005, on the first
      business day of each consecutive calendar month thereafter through and including
      the Maturity Date, and on the Maturity Date, whether by acceleration or
      otherwise

     

    1.2 Repayments.
      Amortizing payments of the aggregate Principal Amount outstanding under this
      Note at any time together with accrued and unpaid interest shall be made by
      the
      Company on each Repayment Date (as hereafter defined) in an amount equal to
      the
      Payment Amount (as hereafter defined). Each such Payment Amount shall be applied
      (a) first to any fees due and payable to the Holder pursuant to this Note,
      the
      Purchase Agreement or any other Related Agreement, (b) then to accrued and
      unpaid interest due on this Note and (c) then to the outstanding Principal
      Amount under this Note, in each case, in such order as the Holder shall
      determine in its sole discretion. Any outstanding Principal Amount together
      with
      any accrued and unpaid interest and any and all other unpaid amounts which
      are
      then owing by the Company to
      the
      Holder under this Note, the Purchase Agreement and/or any other Related
      Agreement shall be due and payable on the Maturity Date. For purposes of this
      Section, (a) the term “Payment
      Amount”
shall
      mean the greater of (i) eighty percent (80%) of the gross proceeds paid to
      the
      Company in respect of oil, gas and/or other hydrocarbon production arising
      from
      the Company’s 7.15% working interest in the Wishbone Field in the
      Lindholm-Hanson Gas Unit located in McMullen County, Texas (the “Wishbone
      Field”),
      purchased by the Company pursuant to the Purchase and Sale Agreement dated
      September 2, 2005 between the Company and the seller of such working interest
      (the “Production Payments”), and (ii) the monthly interest payment; and (b) the
      term “Repayment
      Date”
      means a
      date not later than five (5) days following the day on which the Company
      receives each Production Payment, commencing with all Production Payments
      received by the Company after March 1, 2006 with respect to the production
      month
      of January 2006 and each month thereafter. Notwithstanding anything contained
      in
      this Section to the contrary, if during the 2006 or 2007 calendar years the
      Company drills one or more wells in the Wishbone Field, then so long as no
      Event
      of Default shall have occurred and be continuing the Company shall be permitted
      to deduct from each Payment Amount in respect of the Principal Amount then
      required to be made an amount sufficient to cover not more than the Company’s
      then owing 7.25% pro-rata share of the drilling and completion costs associated
      with such drilling, provided that in no event shall any such drilling and
      completion costs be deducted from the interest payments then due and owing
      by
      the Company to the Holder hereunder.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

     

    1.3 Mandatory
      Redemption.
      The
      total outstanding Principal Amount together with any accrued and unpaid interest
      and any and all other unpaid amounts which are then owing by the Companies
      to
      the Holder under this Note, the Purchase Agreement and/or any other Related
      Agreement shall be due and payable on the Maturity Date.

     

    1.4 Optional
      Redemption.
      The
      Company may prepay this Note (“Optional
      Redemption”)
      by
      paying to the Holder a sum of money equal to the Applicable Principal Amount
      (as
      defined below) together with accrued but unpaid interest thereon and any and
      all
      other sums due, accrued or payable to the Holder arising under this Note, the
      Purchase Agreement and/or any other Related Agreement (the “Redemption
      Amount”)
      outstanding on the Redemption Payment Date (as defined below). The Company
      shall
      deliver to the Holder a written notice of redemption (the “Notice
      of Redemption”)
      specifying the date for such Optional Redemption (the “Redemption
      Payment Date”),
      which
      date shall be seven (7) business days after the date of the Notice of
      Redemption. On the Redemption Payment Date, the Redemption Amount must be paid
      in good funds to the Holder. In the event the Company fails to pay the
      Redemption Amount on the Redemption Payment Date as set forth herein, then
      such
      Notice of Redemption will be null and void. For purposes of this Section 1.4,
      the “Applicable
      Principal Amount”
shall
      mean 100% of the Principal Amount outstanding at the time of such
      prepayment.

     

    ARTICLE
      II

     

    EVENTS
      OF DEFAULT

     

    2.1 Events
      of Default.
      The
      occurrence of any of the following events set forth in this Section 2.1 shall
      constitute an event of default (“Event
      of Default”)
      hereunder:

     

    
      (a) Failure
        to Pay.
        The
        Company fails to pay when due any installment of principal, interest or other
        fees hereon in accordance herewith, or the Company fails to pay any of the
        other
        Obligations (under and as defined in the Master Security Agreement) when
        due,
        and, in any such case, such failure shall continue for a period of three
        (3)
        days following the date upon which any such payment was
        due.

    


    
      
        
        

      

      
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    (b) Breach
      of Covenant.
      The
      Company or any of its Subsidiaries breaches any covenant or any other term
      or
      condition of this Note in any material respect and such breach, if subject
      to
      cure, continues for a period of fifteen (15) days after the occurrence
      thereof.

     

    (c) Breach
      of Representations and Warranties.
      Any
      representation, warranty or statement made or furnished by the Company or any
      of
      its Subsidiaries in this Note, the Purchase Agreement or any other Related
      Agreement shall at any time be false or misleading in any material respect
      on
      the date as of which made or deemed made.

     

    (d) Default
      Under Other Agreements.
      The
      occurrence of any default (or similar term) in the observance or performance
      of
      any other agreement or condition relating to any indebtedness or contingent
      obligation of the Company or any of its Subsidiaries beyond the period of grace
      (if any), the effect of which default is to cause, or permit the holder or
      holders of such indebtedness or beneficiary or beneficiaries of such contingent
      obligation to cause, such indebtedness to become due prior to its stated
      maturity or such contingent obligation to become payable; 

     

    (e) Material
      Adverse Effect.
      Any
      change or the occurrence of any event which could reasonably be expected to
      have
      a Material Adverse Effect;

     

    (f) Bankruptcy.
      The
      Company or any of its Subsidiaries shall (i) apply for, consent to or
      suffer to exist the appointment of, or the taking of possession by, a receiver,
      custodian, trustee or liquidator of itself or of all or a substantial part
      of
      its property, (ii) make a general assignment for the benefit of creditors,
      (iii) commence a voluntary case under the federal bankruptcy laws (as now or
      hereafter in effect), (iv) be adjudicated a bankrupt or insolvent, (v) file
      a
      petition seeking to take advantage of any other law providing for the relief
      of
      debtors, (vi) acquiesce to, without challenge within ten (10) days of the filing
      thereof, or failure to have dismissed, within thirty (30) days, any petition
      filed against it in any involuntary case under such bankruptcy laws, or (vii)
      take any action for the purpose of effecting any of the foregoing;

     

    (g) Judgments.
      Attachments or levies in excess of $100,000 in the aggregate are made upon
      the
      Company or any of its Subsidiary’s assets or a judgment is rendered against the
      Company’s property involving a liability of more than $100,000 which shall not
      have been vacated, discharged, stayed or bonded within thirty (30) days from
      the
      entry thereof;

     

    (h) Insolvency.
      The
      Company or any of its Subsidiaries shall admit in writing its inability, or
      be
      generally unable, to pay its debts as they become due or cease operations of
      its
      present business;


    
      
        
        

      

      
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    (i) Change
      in Control.
      A
      Change in Control shall occur. A “Change in Control” shall arise when any
“Person” or “group” (as such terms are defined in Sections 13(d) and 14(d) of
      the Exchange Act, as in effect on the date hereof) is or becomes the “beneficial
      owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act),
      directly or indirectly, of 35% or more on a fully diluted basis of the then
      outstanding voting equity interest of the Company (other than a “Person” or
“group” that beneficially owns 35% or more of such outstanding voting equity
      interests of the Company on the date hereof) or (ii) the Board of Directors
      of
      the Company shall cease to consist of a majority of the Company’s board of
      directors on the date hereof (or directors appointed by a majority of the board
      of directors in effect immediately prior to such appointment);

     

    (j) Indictment;
      Proceedings.
      The
      indictment or threatened indictment of the Company or any of its Subsidiaries
      or
      any executive officer of the Company or any of its Subsidiaries under any
      criminal statute, or commencement or threatened commencement of criminal or
      civil proceeding against the Company or any of its Subsidiaries or any executive
      officer of the Company or any of its Subsidiaries pursuant to which statute
      or
      proceeding penalties or remedies sought or available include forfeiture of
      any
      of the property of the Company or any of its Subsidiaries;

     

    (k) The
      Purchase Agreement, Related Agreements, the September 2005 Purchase Agreement,
      the September 2005 Related Agreements, the December 2005 Option, the Gulf Coast
      Purchase Agreements, the Gulf Coast Related Agreements, the December 2006
      Purchase Agreement and the December 2006 Related Agreements,.
      (i) An
      Event of Default shall occur under and as defined in the Purchase Agreement,
      any
      other Related Agreement, the Securities Purchase Agreement dated as of June
      30,
      2005 by and between the Holder and the Company (as amended, modified and
      supplemented from time to time, the “June
      2005 Purchase Agreement”)
      and/or
      any other document, instrument or agreement entered into in connection with
      the
      transactions contemplated by the June 2005 Purchase Agreement (as amended,
      modified and supplemented from time to time, the “June 2005
      Related Agreements”);
      the
      Securities Purchase Agreement dated as of September 19, 2005 by and between
      the
      Holder and the Company (as amended, modified and supplemented from time to
      time,
      the “September
      2005 Purchase Agreement”)
      and/or
      any other document, instrument or agreement entered into in connection with
      the
      transactions contemplated by the September 2005 Purchase Agreement (as amended,
      modified and supplemented from time to time, the “September
      2005 Related Agreements”);
      the
      Option issued to Holder by the Company on December 30, 2005 (as amended,
      modified and supplemented from time to time, the “December
      2005 Option”);
      and/or the April 26, 2006 or June 30, 2006 Gulf Coast Oil Corporation
      (“Gulf
      Coast”)
      Securities Purchase Agreements by and between the Holder and Gulf Coast (as
      amended, modified and supplemented from time to time, the “Gulf
      Coast Purchase Agreements”)
      and/or
      any other document, instrument or agreement entered into in connection with
      the
      transactions contemplated by the Gulf Coast Purchase Agreements (as amended,
      modified and supplemented from time to time, the “Gulf
      Coast Related Agreements”),
      the
      Securities Purchase Agreement dated as of December 28, 2006 by and between
      the
      Holder and the Company (as amended, modified and supplemented from time to
      time,
      the “December
      2006 Purchase Agreement”)
      and/or
      any other document, instrument or agreement entered into in connection with
      the
      transactions contemplated by the December 2006 Purchase Agreement (as amended,
      modified and supplemented from time to time, the “December
      2006 Related Agreements”),
      (ii)
      the Company
      or any of its Subsidiaries shall breach any term or provision of the Purchase
      Agreement, any Related Agreement, the June 2005 Purchase Agreement or any June
      2005 Related Agreements, the September 2005 Purchase Agreement or the September
      2005 Related Agreements, the December 2005 Option, the Gulf Coast Purchase
      Agreements or any Gulf Coast Related Agreements, the December 2006 Purchase
      Agreement or the December 2006 Related Agreements (collectively as amended,
      modified and supplemented from time to time, the “Funding
      and Related Documents”)
      in any
      material respect and such breach, if capable of cure, continues unremedied
      for a
      period of fifteen (15) days after the occurrence thereof, (iii) the Company
      or
      any of its Subsidiaries attempts to terminate, challenges the validity of,
      or
      its liability under, the Funding and Related Documents (iv) any proceeding
      shall
      be brought to challenge the validity, binding effect of the New Century Funding
      and Related Documents or (v) any of the Funding and Related Documents ceases
      to
      be a valid, binding and enforceable obligation of the Company or any of its
      Subsidiaries (to the extent such persons or entities are a party
      thereto);


    
      
        
        

      

      
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    2.2 Default
      Interest.
      Following the occurrence and during the continuance of an Event of Default,
      the
      Company shall pay additional interest on this Note in an amount equal to two
      percent (2%) per month, and all outstanding obligations under this Note, the
      Purchase Agreement and each other Related Agreement, including unpaid interest,
      shall continue to accrue interest at such additional interest rate from the
      date
      of such Event of Default until the date such Event of Default is cured or
      waived.

     

    2.3 Default
      Payment.
      Following the occurrence and during the continuance of an Event of Default,
      the
      Holder, at its option, may demand repayment in full of all obligations and
      liabilities owing by Company to the Holder under this Note, the Purchase
      Agreement and/or any other Related Agreement and/or may elect, in addition
      to
      all rights and remedies of the Holder under the Purchase Agreement and the
      other
      Related Agreements and all obligations and liabilities of the Company under
      the
      Purchase Agreement and the other Related Agreements, to require the Company
      to
      make a Default Payment (“Default
      Payment”).
      The
      Default Payment shall be 130% of the outstanding principal amount of the Note,
      plus accrued but unpaid interest, all other fees then remaining unpaid, and
      all
      other amounts payable hereunder. The Default Payment shall be applied first
      to
      any fees due and payable to the Holder pursuant to this Note, the Purchase
      Agreement, and/or the other Related Agreements, then to accrued and unpaid
      interest due on this Note and then to the outstanding principal balance of
      this
      Note. The Default Payment shall be due and payable immediately on the date
      that
      the Holder has exercised its rights pursuant to this Section 2.3.

     

    ARTICLE
      III

     

    MISCELLANEOUS

     

    3.1 Cumulative
      Remedies.
      The
      remedies under this Note shall be cumulative.

     

    3.2 Failure
      or Indulgence Not Waiver.
      No
      failure or delay on the part of the Holder hereof in the exercise of any power,
      right or privilege hereunder shall operate as a waiver thereof, nor shall any
      single or partial exercise of any such power, right or privilege preclude other
      or further exercise thereof or of any other right, power or privilege. All
      rights and remedies
      existing hereunder are cumulative to, and not exclusive of, any rights or
      remedies otherwise available.


    
      
        
        

      

      
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    3.3 Notices.
      Any
      notice herein required or permitted to be given shall be in writing and provided
      in accordance with the terms of the Purchase Agreement.

     

    3.4 Amendment
      Provision.
      The
      term “Note” and all references thereto, as used throughout this instrument,
      shall mean this instrument as originally executed, or if later amended or
      supplemented, then as so amended or supplemented, and any successor instrument
      as such successor instrument may be amended or supplemented.

     

    3.5 Assignability.
      This
      Note shall be binding upon the Company and its successors and assigns, and
      shall
      inure to the benefit of the Holder and its successors and assigns, and may
      be
      assigned by the Holder in accordance with the requirements of the Purchase
      Agreement. The Company may not assign any of its obligations under this Note
      without the prior written consent of the Holder, any such purported assignment
      without such consent being null and void.

     

    3.6 Cost
      of Collection.
      In case
      of any Event of Default under this Note, the Company shall pay the Holder
      reasonable costs of collection, including reasonable attorneys’
fees.

     

    3.7 Governing
      Law, Jurisdiction and Waiver of Jury Trial.

     

    (a) THIS
      NOTE
      SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS
      OF
      THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
      LAW.

     

    (b) THE
      COMPANY HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED
      IN
      THE COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION
      TO
      HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE COMPANY, ON THE ONE HAND,
      AND THE HOLDER, ON THE OTHER HAND, PERTAINING TO THIS NOTE OR ANY OF THE OTHER
      RELATED AGREEMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS NOTE
      OR
      ANY OF THE RELATED AGREEMENTS; PROVIDED,
      THAT
      THE COMPANY ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE
      HEARD
      BY A COURT LOCATED OUTSIDE OF THE COUNTY OF NEW YORK, STATE OF NEW YORK; AND
      FURTHER PROVIDED,
      THAT
      NOTHING IN THIS NOTE SHALL BE DEEMED OR OPERATE TO PRECLUDE THE HOLDER FROM
      BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT
      THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE
      OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE
      HOLDER. THE COMPANY EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH
      JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND THE COMPANY
      HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL
      JURISDICTION, IMPROPER VENUE OR FORUM
      NON CONVENIENS.
      THE
      COMPANY HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER
      PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH
      SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED
      MAIL
      ADDRESSED TO THE COMPANY AT THE ADDRESS SET FORTH IN THE PURCHASE AGREEMENT
      AND
      THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF THE COMPANY’S
      ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER
      POSTAGE PREPAID.


    
      
        
        

      

      
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    (c) THE
      COMPANY DESIRES THAT ITS DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH
      APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS
      OF
      THE JUDICIAL SYSTEM AND OF ARBITRATION, THE COMPANY HERETO WAIVES ALL RIGHTS
      TO
      TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE,
      WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN THE HOLDER AND THE
      COMPANY ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THE
      RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS NOTE, ANY OTHER
      RELATED AGREEMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO.

     

    3.8 Severability.
      In the
      event that any provision of this Note is invalid or unenforceable under any
      applicable statute or rule of law, then such provision shall be deemed
      inoperative to the extent that it may conflict therewith and shall be deemed
      modified to conform with such statute or rule of law. Any such provision which
      may prove invalid or unenforceable under any law shall not affect the validity
      or enforceability of any other provision of this Note.

     

    3.9 Maximum
      Payments.
      Nothing
      contained herein shall be deemed to establish or require the payment of a rate
      of interest or other charges in excess of the maximum permitted by applicable
      law. In the event that the rate of interest required to be paid or other charges
      hereunder exceed the maximum rate permitted by such law, any payments in excess
      of such maximum rate shall be credited against amounts owed by the Company
      to
      the Holder and thus refunded to the Company.

     

    3.10 Security
      Interest and Guarantee.
      The
      Holder has been granted a security interest (i) in certain assets of the Company
      and its Subsidiaries as more fully described in the Master Security Agreement
      and in the Mortgage, Deed of Trust, Security Agreement, Financing Statement
      and
      Assignment of Production and (ii) in the equity interests of the Companies’
Subsidiaries pursuant to the Stock Pledge Agreement which such security
      interests, in each case, have been reaffirmed and ratified pursuant to the
      Reaffirmation Agreement. The obligations of the Company under this Note are
      guaranteed by certain Subsidiaries of the Company pursuant to the Subsidiary
      Guaranty which guaranty has been reaffirmed pursuant to the Reaffirmation
      Agreement.

     

    3.11 Construction.
      Each
      party acknowledges that its legal counsel participated in the preparation of
      this Note and, therefore, stipulates that the rule of construction that ambiguities
      are to be resolved against the drafting party shall not be applied in the
      interpretation of this Note to favor any party against the
      other


    
      
        
        

      

      
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    3.12 Amendment
      and Restatement.
      This
      Note amends and restates in its entirety (and is given in substitution for
      but
      not in satisfaction of) that certain Second Amended and Restated Secured Term
      Note entered into as of December 28, 2006, to be effective as of September
      19,
      2005, executed by the Company in favor of the Holder in the original principal
      amount of $9,500,000 (the “Prior
      Note”
and
      the
“Amendment”).
      This
      Note does not effect a refinancing of all or any portion of the obligations
      heretofore evidenced by the Prior Note, it being the intention of the Company
      and the Holder to avoid effectuating a novation of such obligations.


     

    3.13 Acceptance
      of Amendment and Restatement by Holder.
      By
      signing below, and agreeing and accepting this Note, the Holder of this Note
      hereby agrees to and accepts the Amendment of and restatement of the Prior
      Note
      in the form of this Note, as well as the terms and conditions contained herein.
      

     

    3.14 Registered
      Obligation.
      This
      Note is intended to be a registered obligation within the meaning of Treasury
      Regulation Section 1.871-14(c)(1)(i) and the Company (or its agent) shall
      register this Note (and thereafter shall maintain such registration) as to
      both
      principal and any stated interest. Notwithstanding any document, instrument
      or
      agreement relating to this Note to the contrary, transfer of this Note (or
      the
      right to any payments of principal or stated interest thereunder) may only
      be
      effected by (i) surrender of this Note and either the reissuance by the Company
      of this Note to the new holder or the issuance by the Company of a new
      instrument to the new holder, or (ii) transfer through a book entry system
      maintained by the Company (or its agent), within the meaning of Treasury
      Regulation Section 1.871-14(c)(1)(i)(B).

     

    


     

    [Balance
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    IN
      WITNESS WHEREOF,
      the
      Company has caused this Third Amended and Restated Secured Term Note to be
      signed in its name on July 10, 2007 to be effective as of the 19th
      day of
      September, 2005.

     

    

       

      


      
        	 	
                 

                NEW
                  CENTURY ENERGY CORP.

              
	 	
                 

                By:
                  /s/ Edward R. DeStefano

              
	 	
                 

                Edward
                  R. DeStefano

              
	 	
                 

                Chief
                  Executive Officer and President

              


      

       

      WITNESS:

       

      /s/
        David
        Loev                                                      


       

      Printed
        Name: David
        Loev                                 


       

      


      Agreed
        to an accepted by:

      


      LAURUS
        MASTER FUND, LTD.


       

      By:
        /s/ David
        Grin                                                 

       

      Its:
        Director                                                           


       

      Printed
        Name: David
        Grin                                   


      
 

       

      Acknowledged
        and Consented to:


      
        	
                 

                CENTURY
                  RESOURCES, INC.

              	
                 

                GULF
                  COAST OIL CORPORATION

              
	 	 
	
                 

                /s/
                  Edward R.
                  DeStefano                      
                    

              	
                 

                /s/
                  Edward R.
                  DeStefano                        
                  

              
	
                 

                Edward
                  R. DeStefano

              	
                 

                Edward
                  R. DeStefano

              
	
                 

                Chief
                  Executive Officer and President

              	
                 

                Chief
                  Executive Officer and President

              


      

       

      


      
        
          
          

        

        
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