ex10-5.htm


    Exhibit
      10.5


     

    MASTER
      SECURITY AGREEMENT

     

    
      	
              To:

            	
              LV
                Administrative Services Inc., as
                Agent

            


    

    
      	
               

            	
              c/o
                Valens Capital Management, LL

            


    

    
      	
               

            	
              335
                Madison Avenue, 10th
                Floor

            


    

    
      	
               

            	
              New
                York, NY 10017

            


    

     

    Date:
      November 30, 2007

     

    To
      Whom
      It May Concern:

     

    1.           To
      secure the payment of all Obligations (as hereafter defined), New Century Energy
      Corp., a Colorado corporation (the “Company”), each of the other
      undersigned parties (other than the Agent (as defined below)) and each other
      entity that is required to enter into this Master Security Agreement (each
      an
“Assignor” and, collectively, the “Assignors”) hereby assigns and
      grants to the Agent, for the ratable benefit of the Creditor Parties (as defined
      in the Securities Purchase Agreement referred to below), a continuing security
      interest in all of the following property now owned or at any time hereafter
      acquired by such Assignor, or in which such Assignor now has or at any time
      in
      the future may acquire any right, title, interest or estate (the
“Collateral”):

     

    (a)           all
      cash, cash equivalents, accounts, accounts receivable, deposit accounts
      (including, without limitation, (x) the Restricted Account (the “Restricted
      Account”) maintained at North Fork Bank (Account Name:  New
      Century Energy Corp., Account Number:  xxx-xxx-xxxx) referred to in
      the Restricted Account Agreement) and (y) the Lockbox Deposit Account maintained
      at North Fork Bank (Account Name:  New Century Energy Corp., Account
      Number:  xxx-xxx-xxxx)), inventory, equipment, goods, fixtures,
      documents, instruments (including, without limitation, promissory notes),
      contract rights, commercial tort claims set forth on Schedule A
      attached hereto, general intangibles (including, without limitation, payment
      intangibles and an absolute right to license on terms no less favorable than
      those currently in effect among such Assignor’s affiliates), chattel paper,
      supporting obligations, investment property (including, without limitation,
      all
      partnership interests, limited liability company membership interests and all
      other equity interests owned by any Assignor), letter-of-credit rights,
      trademarks, trademark applications, tradestyles, patents, patent applications,
      copyrights, copyright applications and other intellectual property in which
      such
      Assignor now has or hereafter may acquire any right, title, interest or estate,
      all proceeds and products thereof (including, without limitation, proceeds
      of
      insurance) and all additions, accessions and substitutions thereto or
      therefor.

     

    (b)           all
      of those certain Oil and Gas Leases and Lands (each as hereinafter defined)
      which are described in Schedule B and/or to which reference may be
      made in Schedule B and/or which are covered by any of the leases
      described on Schedule B hereto (all such Oil and Gas Leases and
      Lands being herein called the “Subject Interests”);

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)           all
      rights, titles, interests and estates now owned or hereafter acquired by such
      Assignor in and to (i) any and all properties now or hereafter pooled or
      unitized with any of the Subject Interests, and (ii) all presently existing
      or
      future operating agreements and unitization, communitization and pooling
      agreements and the units operated thereby to the extent the same relate to
      all
      or any part of the Subject Interests, including, without limitation, all units
      formed under or pursuant to any applicable laws (the rights, titles, interests
      and estates described in this clause (c) also being included within the term
      “Subject Interests” as used herein);

     

    (d)           all
      presently existing and future agreements entered into between such Assignor
      and
      any third party that provide for the acquisition by such Assignor of any
      interest in any of the properties or interests specifically described in
Schedule B or which relate to any of the properties and interests
      specifically described in Schedule B;

     

    (e)           the
      Hydrocarbons (including inventory) which are in, under, upon, produced or to
      be
      produced from or attributable to the Lands;

     

    (f)           the
      Accounts and Contract Rights;

     

    (g)           the
      Operating Equipment;

     

    (h)           the
      Well Data;

     

    (i)           the
      rights and security interests of such Assignor held by such Assignor to secure
      the obligation of the first purchaser to pay the purchase price of the
      Hydrocarbons;

     

    (j)           all
      surface leases, rights-of-way, franchises, easements, servitudes, licenses,
      privileges, tenements, hereditaments and appurtenances now existing or in the
      future obtained in connection with any of the aforesaid, and all other items
      of
      value and incident thereto which such Assignor may, at any time, have or be
      entitled; and

     

    (k)           all
      and any different and additional rights of any nature, value or convenience
      in
      the enjoyment, development, operation or production, in any way, of any property
      or interest included in any of the foregoing clauses, and in all revenues,
      income, rents, issues, profits and other benefits arising therefrom or from
      any
      contract now in existence or hereafter entered into pertaining thereto, and
      in
      all rights and claims accrued or to accrue for the removal by anyone of
      Hydrocarbons from, or other act causing damage to, any of such properties or
      interests.

     

    All
      the
      aforesaid properties, rights and interests, together with all proceeds and
      products thereof (including, without limitation, proceeds of insurance) and
      any
      and all accessions, substitutions, replacements, corrections or amendments
      thereto or therefor, or renewals, extensions or ratifications thereof, or of
      any
      instrument relating thereto, and together with any additions thereto which
      may
      be subject to the Agent’s Lien (as defined below), being hereinafter called the
“Collateral”.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    As
      used
      herein, the following terms shall have the following meanings:

     

    “Accounts
      and Contract Rights” shall mean all accounts (including accounts in the form
      of joint interest billings under applicable operating agreements), contract
      rights and general intangibles of any Assignor now or hereafter existing, or
      hereafter acquired by, or on behalf of, any Assignor, or any Assignor’s
      successors in interest, relating to or arising from the ownership, operation
      and
      development of the Collateral and to the production, processing, treating,
      sale,
      purchase, exchange or transportation of Hydrocarbons (defined below) produced
      or
      to be produced from or attributable to the Collateral or any units or pooled
      interest units in which all or a portion of the Collateral forms a part,
      together with all accounts and proceeds accruing to any Assignor attributable
      to
      the sale of Hydrocarbons produced from the Collateral or any units or pooled
      interest units in which all or a portion of the Collateral forms a
      part.

     

    “Hydrocarbons”
      shall mean oil, gas, coalbed methane gas, casinghead gas, drip gasolines,
      natural gasoline, condensate, distillate, as-extracted collateral and all other
      liquid or gaseous hydrocarbons produced or to be produced in conjunction
      therewith, and all products, byproducts and all other substances derived
      therefrom or the processing thereof, and all other minerals and substances,
      including, but not limited to, sulphur, lignite, coal, uranium, thorium, iron,
      geothermal steam, water, carbon dioxide, helium and any and all other minerals,
      ores, or substances of value and the products and proceeds therefrom, including,
      without limitation, all gas resulting from the in-situ combustion of coal or
      lignite.

     

    “Lands”
      shall mean the lands described in Schedule B and shall include any
      lands, the description of which is contained in Schedule B or
      incorporated in Schedule B by reference to another instrument or
      document, including, without limitation, all lands described in the Oil and
      Gas
      Leases listed on Schedule B hereto, and shall also include any lands
      now or hereafter unitized, pooled, spaced or otherwise combined, whether by
      statute, order, agreement, declaration or otherwise, with lands the description
      of which is contained in Schedule B or is incorporated in
Schedule B by reference.

     

    “Lien”
      shall mean any mortgage, deed of trust, collateral assignment, lien, pledge,
      charge, security interest or other encumbrance.

     

    “Oil
      and Gas Leases” shall mean oil, gas and mineral leases, oil and gas leases,
      oil leases, gas leases, other mineral leases, subleases, top leases, any rights
      resulting in an ownership interest in Hydrocarbons and all operating rights
      relating to any of the foregoing (whether operated by virtue of such leases,
      or
      assignments or applicable operating agreements), and all other interests
      pertaining to any of the foregoing, including, without limitation, all royalty
      and overriding royalty interests, production payments and net profit interests,
      mineral fee interests, and all reversionary, remainder, carried and contingent
      interests relating to any of the foregoing and all other rights therein which
      are described and/or to which reference may be made on
Schedule B.

     

    “Operating
      Equipment” shall mean all Personal Property and fixtures affixed or situated
      upon all or any part of the Collateral, including, without limitation, all
      surface or subsurface machinery, equipment, facilities or other property of
      whatsoever kind or nature now or hereafter located on any of the Lands which
      are
      useful for the production, treatment, storage or transportation of oil or gas,
      including, but not by way of limitation, all oil wells, gas wells, water
wells,
      injection wells, casing, tubing, rods, pumping units and engines, Christmas
      trees, derricks, separators, gun barrels, flow lines, tanks, gas systems (for
      gathering, treating and compression), water systems (for treating, disposal
      and
      injection), power plants, poles, lines, transformers, starters and controllers,
      machine shops, tools, storage yards and equipment stored therein, buildings
      and
      camps, telegraph, telephone and other communication systems, roads, loading
      racks and shipping facilities.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    “Personal
      Property” shall mean that portion of the Collateral that is personal
      property.

     

    “Well
      Data” shall mean all logs, drilling reports, division orders, transfer
      orders, operating agreements, contracts and other agreements, abstracts, title
      opinions, files, records, seismic data, memoranda and other information in
      the
      possession or control of any Assignor or to which any Assignor has access
      relating to the Lands and/or any wells located thereon.

     

    2.           Except
      as otherwise defined herein, all capitalized terms used herein shall have the
      meanings provided such terms in the Securities Purchase Agreement referred
      to
      below.  All items of Collateral which are defined in the UCC shall
      have the meanings set forth in the UCC.  For purposes hereof, the term
“UCC”  means the Uniform Commercial Code as the same may, from
      time to time, be in effect in the State of New York; provided, that in the
      event
      that, by reason of mandatory provisions of law, any or all of the attachment,
      perfection or priority of, or remedies with respect to, the Agent’s security
      interest in any Collateral is governed by the Uniform Commercial Code as in
      effect in a jurisdiction other than the State of New York, the term “UCC” shall
      mean the Uniform Commercial Code as in effect in such other jurisdiction for
      purposes of the provisions of this Master Security Agreement relating to such
      attachment, perfection, priority or remedies and for purposes of definitions
      related to such provisions; provided further, that to the extent that the UCC
      is
      used to define any term herein and such term is defined differently in different
      Articles or Divisions of the UCC, the definition of such term contained in
      Article or Division 9 shall govern.

     

    3.           The
      term “Obligations” as used herein shall mean and include all debts,
      liabilities and obligations owing by each Assignor to any Creditor Party arising
      under, out of, or in connection with:  (i) that certain Securities
      Purchase Agreement dated as of the date hereof by and among the Company, the
      Purchasers (as therein defined) and the Agent (as amended, restated, modified
      and/or supplemented from time to time, the “Securities Purchase
      Agreement”) and (ii) the Related Agreements referred to in the Securities
      Purchase Agreement (the Securities Purchase Agreement and the Related
      Agreements, as each may be amended, restated, modified and/or supplemented
      from
      time to time, collectively, the “Documents”), and in connection with any
      documents, instruments or agreements relating to or executed in connection
      with
      the Documents or any documents, instruments or agreements referred to therein
      or
      otherwise, and in connection with any other indebtedness, obligations or
      liabilities of each such Assignor to any Creditor Party, whether now existing
      or
      hereafter arising, direct or indirect, liquidated or unliquidated, absolute
      or
      contingent, due or not due and whether under, pursuant to or evidenced by a
      note, agreement, guaranty, instrument or otherwise, including, without
      limitation, obligations and liabilities of each Assignor for post-petition
      interest, fees, costs and charges that accrue after the commencement of any
      case
      by or against such Assignor under any bankruptcy, insolvency, reorganization
      or
      like proceeding (collectively, the “Debtor Relief Laws”) in each
case,
      irrespective of the genuineness, validity, regularity or enforceability of
      such
      Obligations, or of any instrument evidencing any of the Obligations or of any
      collateral therefor or of the existence or extent of such collateral, and
      irrespective of the allowability, allowance or disallowance of any or all of
      the
      Obligations in any case commenced by or against any Assignor under any Debtor
      Relief Law.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    4.           Each
      Assignor hereby jointly and severally represents, warrants and covenants to
      the
      Agent, for the benefit of the Creditor Parties, that:

     

    
      	
               

            	
              (a)

            	
              it
                is a corporation, partnership or limited liability company, as the
                case
                may be, validly existing, in good standing and formed under the respective
                laws of its jurisdiction of formation set forth on Schedule C,
                and each Assignor will provide the Agent thirty (30) days’ prior written
                notice of any change in any of its respective jurisdiction of
                formation;

            


    

     

    
      	
               

            	
              (b)

            	
              its
                legal name is as set forth in its Certificate of Incorporation or
                other
                organizational document (as applicable) as amended through the date
                hereof
                and as set forth on Schedule C attached hereto, and it will
                provide the Agent thirty (30) days’ prior written notice of any change in
                its legal name;

            


    

     

    
      	
               

            	
              (c)

            	
              its
                organizational identification number (if applicable) is as set forth
                on
                Schedule C hereto, and it will provide the Agent thirty (30)
                days’ prior written notice of any change in its organizational
                identification number;

            


    

     

    
      	
               

            	
              (d)

            	
              it
                is the lawful owner of its Collateral and it has the sole right to
                grant a
                security interest therein and will defend the Collateral against
                all
                claims and demands of all persons and
                entities;

            


    

     

    
      	
               

            	
              (e)

            	
              it
                will keep its Collateral free and clear of all attachments, levies,
                taxes,
                liens, security interests and encumbrances of every kind and nature
                (“Encumbrances”), except the Permitted
                Encumbrances;

            


    

     

    
      	
               

            	
              (f)

            	
              it
                will, at its and the other Assignors’ joint and several cost and expense,
                keep the Collateral in good state of repair (ordinary wear and tear
                excepted) and will not waste or destroy the same or any part thereof
                other
                than ordinary course discarding of items no longer used or useful
                in its
                or such other Assignors’ business;

            


    

     

    
      	
               

            	
              (g)

            	
              it
                will not, without the Agent’s prior written consent, sell, exchange, lease
                or otherwise dispose of any Collateral, whether by sale, lease or
                otherwise, except for the sale of inventory in the ordinary course
                of
                business and for the disposition or transfer in the ordinary course
                of
                business during any fiscal year of obsolete and worn-out equipment
                or
                equipment no longer necessary for its ongoing needs, having an aggregate
                fair market value of not more than $25,000 and only to the extent
                that:

            


    

     

    
      	
               

            	
              (i)

            	
              the
                proceeds of each such disposition are used to acquire replacement
                Collateral which is subject to the Agent’s perfected security interest
                (subject only to Permitted Encumbrances), or are used to repay the
                Obligations or to pay general corporate expenses;
                or

            


    

     

    
      	
               

            	
              (ii)

            	
              following
                the occurrence of an Event of Default which continues to exist the
                proceeds of each such disposition shall be remitted to the Agent
                to be
                held as cash collateral for the
                Obligations;

            


    

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              (h)

            	
              (i)
                it will insure or cause the Collateral to be insured in the Agent’s name
                (as an additional insured and lender loss payee) against loss or
                damage by
                fire, theft, burglary, pilferage, loss in transit and such other
                hazards
                as the Agent shall specify in amounts and under policies by insurers
                acceptable to the Agent and all premiums thereon shall be paid by
                such
                Assignor and the policies delivered to the Agent.  If any such
                Assignor fails to do so, the Agent may procure such insurance and
                the cost
                thereof shall be promptly reimbursed by the Assignors, jointly and
                severally, and shall constitute
                Obligations;

            


    

     

    
      	
               

            	
              (ii)

            	
              it
                will expressly agree that if additional loss payees and/or lender
                loss
                payees, other than the Agent or Laurus Master Fund, Ltd.
                (“Laurus”), are named to the Collateral, the Agent will always be
                assigned to first lien position (or, if Laurus is so named, a second
                lien
                position subject only to Laurus’ priority lien position) until all
                Obligations have been satisfied;

            


    

     

    
      	
               

            	
              (i)

            	
              it
                will at all reasonable times allow the Creditor Parties or their
                respective representatives free access to and the right of inspection
                of
                the Collateral;

            


    

     

    (j)           such
      Assignor (jointly and severally with each other Assignor) hereby indemnifies
      and
      saves the Agent and each other Creditor Party harmless from any and all loss,
      costs, liability, expense, claim, obligation, and/or damage, including
      reasonable attorneys’ fees and other legal expenses, that the Agent and each
      other Creditor Party may sustain or incur to enforce payment, performance or
      fulfillment of any of the Obligations and/or in the enforcement of this Master
      Security Agreement or in the prosecution or defense of any action or proceeding
      either against the Agent, any other Creditor Party or any Assignor concerning
      any matter growing out of or in connection with this Master Security Agreement,
      and/or any of the Obligations and/or any of the Collateral except to the extent
      caused by the Agent’s or any other Creditor Party’s own gross negligence or
      willful misconduct (as determined by a court of competent jurisdiction in a
      final and non-appealable decision).  In addition, each Assignor hereby
      indemnifies and saves the Agent and each other Creditor Party harmless from
      any
      and all loss, costs, liability, expense, claim, obligation, and/or damage,
      including reasonable attorneys’ fees and other legal expenses, of any nature,
      incurred by or imposed upon the Agent or any other Creditor Party which results,
      arises out of or is based upon: (i) any misrepresentation by any Assignor or
      breach of any warranty by any Assignor in this Master
      Security Agreement or any Document or any agreement between any Assignor and
      the
      Agent and/or any other Creditor Party relating hereto or thereto; or (ii) any
      breach or default in performance by the Assignors of any covenant or undertaking
      to be performed by the Assignors hereunder or under any Document, or any other
      agreement entered into by any Assignor and the Agent and/or any other Creditor
      Party relating hereto or thereto or (iii) (a) the violation of any local, state
      or federal law, rule or regulation pertaining to environmental regulation,
      contamination or clean­up (collectively, “Environmental Laws”),
      including without limitation, the Comprehensive Environmental Response,
      Compensation and Liability Act of 1980 (42 U.S.C. §9601 et seq. and 40 CFR
§302.1 et seq.), the Resource Conservation and Recovery Act of 1976 (42 U.S.C.
      §6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C. §1251 et
      seq., and 40 CFR §116.1 et seq.), the Hazardous Materials Transportation Act (49
      U.S.C. §1801 et seq.) and the regulations promulgated pursuant to said laws, all
      as amended and relating to or affecting any Assignor and/or any Assignor’s
      properties, whether or not caused by or within the control of any Creditor
      Party
      and/or (b) the presence, release or threat of release of any hazardous, toxic
      or
      harmful substances, wastes, materials, pollutants or contaminants (including,
      without limitation, asbestos, polychlorinated biphenyls, petroleum products,
      flammable explosives, radioactive materials, infectious substances or raw
      materials which include hazardous constituents) or any other substances or
      raw
      materials which are included under or regulated by Environmental Laws on, in,
      under or affecting all or any portion of any property of any Assignor or any
      surrounding areas, regardless of whether or not caused by or within the control
      of any Creditor Party;

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    (k)           it
      will promptly, and in any event within five (5) business days after the same
      is
      acquired by it, notify the Agent of any commercial tort claim acquired by it
      and
      unless otherwise consented to in writing by the Agent, it shall enter into
      a
      supplement to this Master Security Agreement granting to the Agent a security
      interest for the ratable benefit of the Creditor Parties in such commercial
      tort
      claim; and

     

    (l)           at
      the request of the Agent, each Assignor will (x) irrevocably direct all of
      its
      present and future Account Debtors (as defined below) and other persons or
      entities obligated to make payments constituting Collateral to make such
      payments directly to the lockbox maintained by such Assignor (the
“Lockbox”) with North Fork Bank or such other financial institution
      accepted by the Agent in writing as may be selected by the Company (the
“Lockbox Bank”) (each such direction pursuant to this clause (x), a
“Direction Notice”) and (y) provide the Agent with copies of each
      Direction Notice, each of which shall be agreed to and acknowledged by the
      respective Account Debtor.  The Lockbox Bank shall agree to deposit
      the proceeds of such payments immediately upon receipt thereof in such deposit
      account acceptable to the Agent in writing (the “Lockbox Deposit
      Account”).  At the request of the Agent, each Assignor shall and
      shall cause the Lockbox Bank to enter into all such documentation acceptable
      to
      the Agent pursuant to which, among other things, the Lockbox Bank agrees to,
      following notification by the Agent (which notification the Agent shall only
      give following the occurrence and during the continuance of an Event of Default
      and only after Laurus has released, in writing, its interest in the applicable
      Lockbox and/or Lockbox Deposit Account), comply only with the instructions
      or
      other directions of the Agent concerning such Lockbox and the related
Lockbox
      Deposit Account.  All of each Assignor’s invoices, account statements
      and other written or oral communications directing, instructing, demanding
      or
      requesting payment of any Account (as hereinafter defined) of any such Assignor
      or any other amount constituting Collateral shall conspicuously direct that
      all
      payments be made to the Lockbox or such other address as the Agent may direct
      in
      writing.  If, notwithstanding the instructions to Account Debtors, any
      Assignor receives any payments, such Assignor shall immediately remit such
      payments to the Lockbox Deposit Account in their original form with all
      necessary endorsements.  Until so remitted, the Assignors shall hold
      all such payments in trust for and as the property of the Agent (subject only
      to
      any interest of Laurus therein) and shall not commingle such payments with
      any
      of its other funds or property.  For the purpose of this Master
      Security Agreement, (x) “Accounts” shall mean all “accounts”, as
      such term is defined in the UCC, now owned or hereafter acquired by any Assignor
      and (y) “Account Debtor” shall mean any person or entity who is or may be
      obligated with respect to, or on account of, an Account.

     

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    5.           The
      occurrence of any of the following events or conditions shall constitute an
      “Event of Default” under this Master Security Agreement:

     

    
      	
               

            	
              (a)

            	
              any
                covenant or any other term or condition of this Master Security Agreement
                is breached in any material respect and such breach, to the extent
                subject
                to cure, shall continue for a period of fifteen (15) days after the
                occurrence thereof;

            


    

     

    
      	
               

            	
              (b)

            	
              any
                representation or warranty, or statement made or furnished to the
                Agent or
                any other Creditor Party under this Master Security Agreement by
                any
                Assignor or on any Assignor’s behalf should prove to any time be false or
                misleading in any material respect on the date as of which made or
                deemed
                made;

            


    

     

    
      	
               

            	
              (c)

            	
              the
                loss, theft, substantial damage, destruction, sale or encumbrance
                to or of
                any of the Collateral or the making of any levy, seizure or attachment
                thereof or thereon except to the
                extent:

            


    

     

    
      	
               

            	
              (i)

            	
              such
                loss is covered by insurance proceeds which are used to replace the
                item
                or repay the Agent; or

            


    

     

    
      	
               

            	
              (ii)

            	
              said
                levy, seizure or attachment does not secure indebtedness in excess
                of
                $100,000 in the aggregate for all Assignors and such levy, seizure
                or
                attachment has been removed or otherwise released within ten (10)
                days of
                the creation or the assertion
                thereof;

            


    

     

    
      	
               

            	
              (d)

            	
              any
                Assignor shall become insolvent, cease operations, dissolve, terminate
                its
                business existence, make an assignment for the benefit of creditors,
                suffer the appointment of a receiver, trustee, liquidator or custodian
                of
                all or any part of any Assignor’s
                property;

            


    

     

    
      	
               

            	
              (e)

            	
              any
                proceedings under any bankruptcy or insolvency law shall be commenced
                by
                or against any Assignor and if commenced against any Assignor shall
                not be
                dismissed within thirty (30) days;

            


    

     

    
      	
               

            	
              (f)

            	
              any
                Assignor shall repudiate, purport to revoke or fail to perform any
                of its
                obligations under any Note (after passage of applicable cure period,
                if
                any) or any document, instrument or agreement executed in connection
                therewith; or

            


    

     

    
      	
               

            	
              (g)

            	
              an
                Event of Default (or similar term) shall have occurred under and
                as
                defined in any Document or any document, instrument or agreement
                entered
                into in connection therewith.

            


    

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

    6.           Upon
      the occurrence of any Event of Default and at any time thereafter, the Agent
      may
      declare all Obligations immediately due and payable and the Agent shall have
      the
      remedies of a secured party provided in the UCC, this Master Security Agreement
      and other applicable law.  Upon the occurrence of any Event of Default
      and at any time thereafter, the Agent will have the right to receive one hundred
      percent (100%) of all accounts receivable of each Company, whether attributable
      to oil, gas, other hydrocarbon production or otherwise, take possession of
      the
      Collateral and to maintain such possession on any Assignor’s premises or to
      remove the Collateral or any part thereof to such other premises as the Agent
      may desire.  Upon the Agent’s request, each Assignor shall assemble or
      cause the Collateral to be assembled and make it available to the Agent at
      a
      place designated by the Agent.  If any notification of intended
      disposition of any Collateral is required by law, such notification, if mailed,
      shall be deemed properly and reasonably given if mailed at least ten (10) days
      before such disposition, postage prepaid, addressed to the applicable Assignor
      either at such Assignor’s address shown herein or at any address appearing on
      the Agent’s records for such Assignor.  Any proceeds of any
      disposition of any of the Collateral shall be applied by the Agent to the
      payment of all expenses in connection with the sale of the Collateral, including
      reasonable attorneys’ fees and other legal expenses and disbursements and the
      reasonable expenses of retaking, holding, preparing for sale, selling, and
      the
      like, and any balance of such proceeds may be applied by the Agent toward the
      payment of the Obligations in such order of application as the Agent may elect,
      and each Assignor shall be liable for any deficiency.  For the
      avoidance of doubt, following the occurrence and during the continuance of
      an
      Event of Default, the Agent shall have the immediate right to withdraw any
      and
      all monies contained in the Restricted Account and/or any other deposit accounts
      in the name of any Assignor and controlled by the Agent and apply same to the
      repayment of the Obligations (in such order of application as the Agent may
      elect).  The parties hereto each hereby agree that the exercise by any
      party hereto of any right granted to it or the exercise by any party hereto
      of
      any remedy available to it (including, without limitation, the issuance of
      a
      notice of redemption, a borrowing request and/or a notice of default), in each
      case, hereunder or under any of the other Documents shall not constitute
      confidential information and no party shall have any duty to the other party
      to
      maintain such information as confidential.

     

    7.           If
      any Assignor defaults in the performance or fulfillment of any of the terms,
      conditions, promises, covenants, provisions or warranties on such Assignor’s
      part to be performed or fulfilled under or pursuant to this Master Security
      Agreement, the Agent may, at its option
      without waiving its right to enforce this Master Security Agreement according
      to
      its terms, immediately or at any time thereafter and without notice to any
      Assignor, perform or fulfill the same or cause the performance or fulfillment
      of
      the same for each Assignor’s joint and several account and at each Assignor’s
      joint and several cost and expense, and the cost and expense thereof, including
      reasonable attorneys’ fees and other legal expenses, shall be added to the
      Obligations and shall be payable on demand with interest thereon at the highest
      rate permitted by law, or, at the Agent’s option, debited by the Agent from the
      Restricted Account or any other deposit accounts in the name of any Assignor
      and
      controlled by the Agent.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

    8.           Each
      Assignor hereby appoints the Agent, or any other Person whom the Agent may
      designate as such Assignor’s attorney, with power to:  (a)(i) execute
      any security related documentation on such Assignor’s behalf and to supply any
      omitted information and correct patent errors in any documents executed by
      such
      Assignor or on such Assignor’s behalf; (ii) to file financing statements against
      such Assignor covering the Collateral (and, in connection with the filing of
      any
      such financing statements, describe the Collateral as “all assets and all
      personal property, whether now owned and/or hereafter acquired” (or any
      substantially similar variation thereof)); (iii) sign such Assignor’s name on
      any invoice or bill of lading relating to any accounts receivable, drafts
      against account debtors, schedules and assignments of accounts receivable,
      notices of assignment, financing statements and other public records,
      verifications of accounts receivable and notices to or from account debtors;
      and
      (iv) to do all other things the Agent deems necessary to carry out the terms
      of
      Section 1 of this Master Security Agreement and (b) upon the occurrence and
      during the continuance of an Event of Default; (v) endorse such Assignor’s name
      on any checks, notes, acceptances, money orders, drafts or other forms of
      payment or security that may come into the Agent’s possession;
      (vi)  sign such Assignor’s name on any invoice or bill of lading
      relating to any accounts receivable, drafts against account debtors, schedules
      and assignments of accounts receivable, notices of assignment, financing
      statements and other public records, verifications of accounts receivable and
      notices to or from account debtors; (vii) verify the validity, amount or any
      other matter relating to any accounts receivable by mail, telephone, telegraph
      or otherwise with account debtors; (viii) do all other things necessary to
      carry
      out this Agreement, any other Document and all other related documents; and
      (ix)
      notify the post office authorities to change the address for delivery of such
      Assignor’s mail to an address designated by the Agent, and to receive, open and
      dispose of all mail addressed to such Assignor.  Each Assignor hereby
      ratifies and approves all acts of the attorney and neither the Agent nor the
      attorney will be liable for any acts of commission or omission, nor for any
      error of judgment or mistake of fact or law other than gross negligence or
      willful misconduct (as determined by a court of competent jurisdiction in a
      final and non-appealable decision).  This power being coupled with an
      interest, is irrevocable so long as any Obligation remains unpaid.

     

    9.           No
      delay or failure on the Agent’s part in exercising any right, remedy, option,
      privilege or election hereunder shall operate as a waiver of such or of any
      other right, remedy, option, privilege or election, and no waiver whatever
      shall
      be valid unless in writing, signed by the Agent and then only to the extent
      therein set forth, and no waiver by the Agent of any default shall operate
      as a
      waiver of any other default or of the same default on a future
      occasion.  The Creditor Parties’ books and records containing entries
      with respect to the Obligations shall be admissible in evidence in any action
      or
      proceeding, shall be binding upon each Assignor for the purpose of establishing
      the items therein set forth and shall constitute prima facie proof
      thereof.

     

    The
      Agent
      shall have the right to enforce any one or more of the remedies available to
      the
      Agent, successively, alternately or concurrently.  Each Assignor
      agrees to join with the Agent in executing such documents or other instruments
      to the extent required by the UCC in form satisfactory to the Agent and in
      executing such other documents or instruments as may be required or deemed
      necessary by the Agent for purposes of affecting or continuing the Agent’s
      security interest in the Collateral.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    10.           The
      Assignors shall jointly and severally pay all of the Agent’s and each other
      Creditor Party’s out-of-pocket costs and expenses, including reasonable fees and
      disbursements of in-house or outside counsel and appraisers, in connection
      with
      the preparation, execution and delivery of the Documents, and in connection
      with
      the prosecution or defense of any action, contest, dispute, suit or proceeding
      concerning any matter in any way arising out of, related to or connected with
      any Document.  The Assignors shall also jointly and severally pay all
      of the Agent’s and each other Creditor Party’s reasonable fees, charges,
      out-of-pocket costs and expenses, including reasonable fees and disbursements
      of
      in-house and outside counsel and appraisers, in connection with (a) the
      preparation, execution and delivery of any waiver, any amendment thereto or
      consent proposed or executed in connection with the transactions contemplated
      by
      the Documents, (b) the Agent’s obtaining performance of the Obligations under
      the Documents, including, but not limited to the enforcement or defense of
      the
      Agent’s security interests, assignments of rights and liens hereunder as valid
      perfected security interests, (c) any attempt to inspect, verify, protect,
      collect, sell, liquidate or otherwise dispose of any Collateral, (d) any
      appraisals or re appraisals of any property (real or personal) pledged to the
      Agent by any Assignor as Collateral for, or any other Person as security for,
      the Obligations hereunder and (e) any consultations in connection with any
      of
      the foregoing.  The Assignors shall also jointly and severally pay the
      Agent’s and each other Creditor Party’s customary bank charges for all bank
      services (including wire transfers) performed or caused to be performed by
      the
      Agent or any other Creditor Party for any Assignor at any Assignor’s request or
      in connection with any Assignor’s loan account (if any) with the Agent or any
      other Creditor Party.  All such costs and expenses together with all
      filing, recording and search fees, taxes and interest payable by the Assignors
      to the Agent shall be payable on demand and shall be secured by the
      Collateral.  If any tax by any nation or government, any state or
      other political subdivision thereof, and any agency, department or other entity
      exercising executive, legislative, judicial, regulatory or administrative
      functions of or pertaining to government (each, a “Governmental
      Authority”) is or may be imposed on or as a result of any transaction
      between any Assignor, on the one hand, and the Agent and/or any other Creditor
      Party on the other hand, which the Agent and/or any other Creditor Party is
      or
      may be required to withhold or pay (including, without limitation, as a result
      of a breach by any Assignor of Section 6.12 of the Securities Purchase
      Agreement), the Assignors hereby jointly and severally indemnify and hold the
      Agent and each other Creditor Party harmless in respect of such taxes, and
      the
      Assignors will repay to the Agent or such other Creditor Party the amount of
      any
      such taxes which shall be charged to the Assignors’ account; and until the
      Assignors shall furnish the Agent and such other Creditor Party with indemnity
      therefor (or supply the Agent and such other Creditor Party with evidence
      satisfactory to it that due provision for the payment thereof has been made),
      the Creditor Parties may hold without interest any balance standing to each
      Assignor’s credit (if any) and the Agent shall retain its liens in any and all
      Collateral.

     

    11.           THIS
      MASTER SECURITY AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
      ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE
      AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
      LAWS.  All of the rights, remedies, options, privileges and elections
      given to the Agent hereunder shall inure to the benefit of the Agent’s
      successors and assigns.  The term “Agent” as herein used shall
      include the Agent, any parent of the Agent’s, any of the Agent’s subsidiaries
      and any co-subsidiaries of the Agent’s parent, whether now existing or hereafter
      created or acquired, and all of the terms, conditions, promises, covenants,
      provisions and warranties of this Master Security Agreement shall inure to
      the
      benefit of each of the foregoing, and shall bind the representatives, successors
      and assigns of each Assignor.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

    12.           Each
      Assignor hereby consents and agrees that the state and 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 Assignor, on the one hand,
      and
      the Agent and/or any other Creditor Party, on the other hand, pertaining to
      this
      Master Security Agreement or to any matter arising out of or related to this
      Master Security Agreement, provided, that the Agent, each other Creditor Party
      and each Assignor 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 Master Security Agreement shall
      be
      deemed or operate to preclude the Agent 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 Agent.  Each Assignor expressly
      submits and consents in advance to such jurisdiction in any action or suit
      commenced in any such court, and each Assignor hereby waives any objection
      which
      it may have based upon lack of personal jurisdiction, improper venue or
forumnonconveniens.  Each Assignor hereby waives
      personal service of the summons, complaint and other process issues 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 such assignor
      at the address set forth on the signature lines hereto and that service so
      made
      shall be deemed completed upon the earlier of such Assignor’s actual receipt
      thereof or three (3) days after deposit in the U.S. mails, proper postage
      prepaid.

     

    The
      parties desire that their 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 parties hereto waive
      all
      rights to trial by jury in any action, suite, or proceeding brought to resolve
      any dispute, whether arising in contract, tort, or otherwise between the Agent
      and/or any other Creditor Party, and/or any Assignor arising out of, connected
      with, related or incidental to the relationship established between them in
      connection with this Master Security Agreement or the transactions related
      hereto.

     

    13.           This
      Master Security Agreement may be executed in any number of counterparts, each
      of
      which shall be an original, but all of which shall constitute one
      instrument.  Any signature delivered by a party by facsimile or
      electronic transmission shall be deemed to be an original signature
      hereto.

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

    14.           It
      is understood and agreed that any person or entity that desires to become an
      Assignor hereunder, or is required to execute a counterpart of this Master
      Security Agreement after the date hereof pursuant to the requirements of any
      Document, shall become an Assignor hereunder by (x) executing a Joinder
      Agreement in form and substance satisfactory to the Agent, (y) delivering
      supplements to such exhibits and annexes to such Documents as the Agent shall
      reasonably request and (z) taking all actions as specified in this Master
      Security Agreement as would have been taken by such Assignor had it been an
      original party to this Master Security Agreement, in each case with all
      documents required above to be delivered to the Agent and with all documents
      and
      actions required above to be taken to the reasonable satisfaction of the
      Agent.

     

    15.           All
      notices from the Agent to any Assignor shall be sufficiently given if mailed
      or
      delivered to such Assignor’s address set forth below.

     

    16.           This
      Master Security Agreement may be executed by facsimile signatures and in any
      number of counterparts, each of which shall be an original, but all of which
      together shall constitute one agreement.

     

    [Remainder
      of page intentionally left blank]

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

    Very
      truly yours,

     

    NEW
      CENTURY ENERGY CORP.

    


    By:
      /s/ Edward R.
      DeStefano                                                              

    Name:
      Edward R. DeStefano

    Title:
      President and Chief Executive Officer

    Address:
      5851 San Felipe, Suite 775

    Houston,
      TX 77057

     

    GULF
      COAST OIL CORPORATION

    


    By:
      /s/ Edward R.
      DeStefano                                                              

    Name:
      Edward R. DeStefano

    Title:
      President

    Address:
      5851 San Felipe, Suite 775

    Houston,
      TX 77057

     

    CENTURY
      RESOURCES, INC.

    


    By:
      /s/ Edward R.
      DeStefano                                                              

    Name:
      Edward R. DeStefano

    Title:
      President

    Address:
      5851 San Felipe, Suite 775

    Houston,
      TX 77057

     

    AGREED
      AND ACKNOWLEDGED:

     

    LV
      ADMINISTRATIVE SERVICES INC.,

    as
      Agent

     

    By:
      /s/ Patrick Regan

    Name:
      Patrick Regan

    Title:
      Authorized Signatory

    


    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

    Schedule
      A

    Commercial
      Tort Claims

     

    None.

    


     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

    Schedule
      B

     

    [CONFIDENTIAL
      INFORMATION
      REMOVED]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Schedule
      C

     

    


    
      	
              Entity

            	
              Jurisdiction
                of

              Formation

            	
              Organization
                Identification 

              Number

            
	
              Gulf
                Coast Oil Corporation

            	
              Delaware

            	
              4143411

            
	
              New
                Century Energy Corp.

            	
              Colorado

            	
              20031402340

            
	
              Century
                Resources, Inc.

            	
              Delaware

            	
              2029277

            


    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        C-1