EXHIBIT 10.8
(LA, MT, ND, OK, TX, WY)
DEED OF TRUST, MORTGAGE, LINE OF CREDIT MORTGAGE
ASSIGNMENT, SECURITY AGREEMENT, FIXTURE FILING
AND FINANCING STATEMENT
FROM
ST. MARY LAND & EXPLORATION COMPANY
(Taxpayer I.D. No. 41-05 18430)
ST. MARY ENERGY COMPANY
(Taxpayer I.D. No. 76-0554924)
NANCE PETROLEUM CORPORATION
(Taxpayer I.D. No. 8 1-0309883)
NPC INC.
(Taxpayer I.D. No. 11-3668557)
TO
JAY CHERNOSKY, TRUSTEE
AND
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Administrative Agent
Dated Effective as of April 7, 2005
A CARBON, PHOTOGRAPHIC, FACSIMILE, OR OTHER REPRODUCTION OF THIS INSTRUMENT IS
SUFFICIENT AS A FINANCING STATEMENT.
THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS, SECURES PAYMENT OF
FUTURE ADVANCES, AND COVERS PROCEEDS OF COLLATERAL.
THIS INSTRUMENT COVERS, AMONG OTHER THINGS, (A) GOODS WHICH ARE OR ARE TO BECOME
FIXTURES
RELATED TO THE REAL PROPERTY
DESCRIBED
HEREIN,
AND (B) AS-EXTRACTED
COLLATERAL
RELATED TO THE REAL PROPERTY
DESCRIBED
HEREIN
(INCLUDING
WITHOUT
LIMITATION,
OIL, GAS, OTHER MINERALS AND OTHER SUBSTANCES OF VALUE WHICH MAY BE
EXTRACTED FROM THE EARTH AND ACCOUNTS ARISING OUT OF THE SALE AT THE WELLHEAD OR
MINEHEAD
THEREOF).
THIS
INSTRUMENT
IS TO BE FILED FOR
RECORD,
AMONG
OTHER
PLACES, IN THE REAL ESTATE OR COMPARABLE RECORDS OF THE COUNTIES AND/OR PARISHES
REFERENCED
IN
EXHIBIT
A HERETO
AND SUCH
FILING
SHALL
SERVE,
AMONG
OTHER
PURPOSES, AS A FIXTURE FILING AND AS A FINANCING STATEMENT COVERING AS-EXTRACTED
COLLATERAL.
THE
MORTGAGOR
HAS AN INTEREST OF RECORD IN THE REAL ESTATE AND/OR
IMMOVABLE PROPERTY CONCERNED, WHICH INTEREST IS DESCRIBED IN SECTION 1.1 OF THIS
INSTRUMENT.
A POWER OF SALE HAS BEEN
GRANTED
IN THIS
MORTGAGE.
APOWER
OF SALE MAY ALLOW
AGENT (AS HEREINAFTER DEFINED) OR TI-IF TRUSTEE (AS HEREINAFTER DEFINED) TO TAKE
THE MORTGAGED
PROPERTIES
AND SELL THEM WITHOUT GOING TO COURT IN A FORECLOSURE
ACTION
UPON
DEFAULT
BY THE
MORTGAGOR
(AS
HEREINAFTER
DEFINED)
UNDER THIS
MORTGAGE.
WHEN RECORDED OR FILED RETURN TO:
THIS DOCUMENT PREPARED BY:
Vinson & Elkins L.L.P.
Craig W. Murray
2300 First City Tower
Vinson & Elkins L.L.P.
Houston, Texas 77002
2300 First City Tower
Attention: Brian R. Howard
Houston, Texas 77002
DEED OF TRUST, MORTGAGE, LINE OF CREDIT MORTGAGE
ASSIGNMENT, SECURITY AGREEMENT, FIXTURE FILING
AND FINANCING STATEMENT
(this "Mortgage")
ARTICLE I.
Granting Clauses: Secured Indebtedness
Section 1.1 Grant and Mortgage.
St. Mary Land & Exploration Company, a
Delaware corporation ("Parent"), St. Mary Energy Company, a Delaware corporation
("Energy"),
Nance Petroleum Corporation,
a Montana corporation ("Nance"),
and
NPC Inc., a Colorado
corporation ("NPC");
Parent,
Energy, Nance and NPC being
herein
collectively
called "Mortgagor" and Energy,
Nance and NPC being herein
sometimes
collectively
called
a
"Subsidiary
Mortgagor"),
for
and
in
consideration
of the sum of Ten Dollars ($10.00) to Mortgagor in hand paid, and
in order to secure the payment of the secured indebtedness
hereinafter referred
to and the performance of the obligations, covenants, agreements, warranties and
undertakings of Mortgagor hereinafter described, does hereby (a) GRANT, BARGAIN,
SELL, CONVEY, TRANSFER, ASSIGN AND SET OVER to Trustee (as hereinafter defined),
and grant to Trustee a POWER OF SALE
(pursuant