Exhibit 10.05
DEED OF TRUST, MORTGAGE, SECURITY AGREEMENT,
FINANCING STATEMENT AND ASSIGNMENT OF PRODUCTION
FROM
PEGASI ENERGY RESOURCES CORPORATION,
A NEVADA CORPORATION
(as Borrower)
AND
PEGASI ENERGY RESOURCES CORPORATION,
A TEXAS CORPORATION
(as Mortgagor and Debtor)
TO
PASQUALE DeANGELIS
(as Collateral Agent for the Secured Holders)
AND
JAY MOORIN
(as Trustee)
FOR PURPOSES OF FILING THIS INSTRUMENT AS A FINANCING STATEMENT, THE MAILING
ADDRESS OF MORTGAGOR/DEBTOR IS P. O. BOX 2033, TYLER, TEXAS 75710-2033; THE
MAILING ADDRESS OF PASQUALE DeANGELIS, COLLATERAL AGENT FOR THE SECURED HOLDERS
IS 2430 VANDERBILT BEACH ROAD, #108 - 190, NAPLES, FL 34109.
THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS, AND COVERS FUTURE
ADVANCES AND PROCEEDS. INTERESTS IN OIL, GAS, MINERALS AND OTHER AS-EXTRACTED
COLLATERAL OR IN ACCOUNTS RESULTING FROM THE SALE THEREOF, WHICH ARE INCLUDED IN
THE MORTGAGED PROPERTY, WILL BE FINANCED AT WELLHEADS LOCATED ON THE LANDS
DESCRIBED IN EXHIBIT A HERETO.
PERSONAL PROPERTY CONSTITUTING A PORTION OF THE MORTGAGED PROPERTY MAY BE OR MAY
IN THE FUTURE BE AFFIXED TO THE LANDS DESCRIBED IN EXHIBIT A HERETO.
A POWER OF SALE HAS BEEN GRANTED IN THIS INSTRUMENT TO THE EXTENT PERMITTED
UNDER TEXAS LAW. A POWER OF SALE MAY ALLOW THE TRUSTEE (AS HEREINAFTER DEFINED)
TO TAKE THE MORTGAGED PROPERTY (AS HEREINAFTER DEFINED) AND SELL IT WITHOUT
GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY THE MORTGAGOR/DEBTOR
AND/OR THE BORROWER (AS HEREINAFTER DEFINED) UNDER THIS INSTRUMENT.
1
THIS FINANCING STATEMENT IS TO BE FILED, AMONG OTHER PLACES, IN THE REAL ESTATE
RECORDS AND INDEXED AS BOTH A MORTGAGE AND A FINANCING STATEMENT.
*********************************
This instrument was prepared by Marc J. Ross, Esq., SICHENZIA ROSS FRIEDMAN
FERENCE LLP, 61 Broadway, 32nd Floor, New York, New York 10006.
ATTENTION OF RECORDING OFFICER: This instrument is a mortgage of both real and
personal property and is, among other things, a Security Agreement and Financing
Statement under the Uniform Commercial Code. This instrument creates a lien on
rights in or relating to the Leases and Lands, as defined herein, and all other
Collateral, as defined herein, of Mortgagor.
RECORDED DOCUMENT SHOULD BE RETURNED TO:
KELLEY DRYE & WARREN LLP
101 Park Avenue
New York, New York 10178
Attn: Jane Jablons, Esq.
2
DEED OF TRUST, MORTGAGE, SECURITY AGREEMENT,
FINANCING STATEMENT AND ASSIGNMENT OF PRODUCTION
(THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS)
ARTICLE I
GRANT OF LIENS AND SECURITY INTERESTS
KNOW ALL MEN BY THESE PRESENTS: That this Deed Of Trust, Mortgage, Security
Agreement, Financing Statement And Assignment Of Production (the "Mortgage"), is
between PEGASI ENERGY RESOURCES CORPORATION, a Nevada corporation, whose mailing
address is 218 N. Broadway, Suite 204, Tyler, Texas 75702 (the "Borrower"), and
PEGASI ENERGY RESOURCES CORPORATION, a Texas corporation, whose mailing address
is P. O. Box 2033, Tyler, Texas 75710-2033 (the "Mortgagor"), and Jay Moorin, as
Trustee (the "Trustee"), whose address is c/o ProQuest Investments, 2430
Vanderbilt Beach Road, #108 - 190, Naples, FL 34109, and Pasquale DeAngelis as
collateral agent (the "Collateral Agent"), whose address is c/o ProQuest
Investments, 2430 Vanderbilt