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CHAVES COUNTY, NEW MEXICO
EDDY COUNTY, NEW MEXICO
LEA COUNTY, NEW MEXICO
GRANT COUNTY, OKLAHOMA
STEPHENS COUNTY, OKLAHOMA
CROOK COUNTY, WYOMING
LINCOLN COUNTY, WYOMING
ATASCOSA COUNTY, TEXAS
MONTGOMERY COUNTY, TEXAS
NOLAN COUNTY, TEXAS
NUECESCOUNTY,TEXAS
OLDHAM COUNTY, TEXAS
POTTER COUNTY, TEXAS
SMITH COUNTY, TEXAS
SECOND AMENDMENT TO DEED OF TRUST, MORTGAGE, SECURITY
AGREEMENT, ASSIGNMENT OF PRODUCTION AND FINANCING STATEMENT
(As-Extracted Collateral including, oil, gas and minerals)
[Corkran Energy, LP]
Dated as of September 28, 2005
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Please return documents with filing information to:
James R. Leeton, Jr.
Bullock, Scott, Neisig, Leeton & Strauss
A Professional Corporation
500 W. Texas Ave., Suite 700
Midland, Texas 79701
THIS SECOND AMENDMENT TO DEED OF TRUST (INCLUDING FINANCING
STATEMENT) IS TO BE FILED FOR RECORD IN THE REAL ESTATE RECORDS.
THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS,
SECURES PAYMENT OF FUTURE ADVANCES AND COVERS PROCEEDS OF
COLLATERAL.
THIS INSTRUMENT CONTAINS A NOTICE OF SECURITY INSTRUMENT AFFECTING
REAL PROPERTY IN EACH COUNTY IN WHICH IT IS RECORDED.
THIS INSTRUMENT COVERS "OTHER INDEBTEDNESS" AS DEFINED IN SECTION
1.3 OF THE ORIGINAL OIL AND GAS DEEDS OF TRUST AND IS TO BE TREATED AS
A "LINE OF CREDIT MORTGAGE" WITHIN THE MEANING OF SECTION 48-7-4,
N.M.S.A. 1978.
THIS INSTRUMENT SHALL BE EFFECTIVE AS, AMONG OTHER THINGS, A
SECURITY AGREEMENT AND FINANCING STATEMENT UNDER THE UNIFORM
COMMERCIAL CODE. COLLATERAL INCLUDES FIXTURES AFFIXED TO, AS-
EXTRACTED COLLATERAL (INCLUDING OIL, GAS AND OTHER MINERALS)
PRODUCED FROM AND ACCOUNTS A TTRIBUT ABLE THERETO, SAID
PRODUCTION AND ACCOUNTS BEING FINANCED AT THE WELLHEAD OF THE
WELLS LOCATED ON THE PROPERTIES DESCRIBED IN EXHIBIT "A" TO THE
ORIGINAL OIL AND GAS DEED OF TRUST AND FIRST AMENDMENT THERETO,
WHICH OIL AND GAS LEASES AND LANDS AND DESCRIPTIONS THEREOF ARE
INCORPORATED HEREIN BY REFERENCE AND ADDITIONAL PROPERTIES
DESCRIBED IN EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF.
A POWER OF SALE HAS BEEN GRANTED IN THIS INSTRUMENT. A POWER OF
SALE MAY ALLOW THE TRUSTEE. BENEFICIARY OR LENDER TO TAKE THE
MORTGAGED PROPERTY AND SELL IT WITHOUT GOING TO COURT IN A
FORECLOSURE ACTION UPON DEFAULT BY THE GRANTOR UNDER THIS
INSTRUMENT.
RECEIVED 11/3/2005 at 11 :12 AM
RECEIVING # 913409
BOOK: 603 PAGE: 582
JEANNE WAGNER
LlNCOL~l~:~TY CLERK, KEMMERER, WY
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SECOND AMENDMENT TO DEED OF TRUST. MORTGAGE. SECURITY
AGREEMENT. ASSIGNMENT OF PRODUCTION AND FINANCING STATEMENT
(A POWER OF SALE HAS BEEN GRANTED IN THIS MORTGAGE. A POWER OF
SALE MAY ALLOW THE TRUSTEE. BENEFICIARY OR LENDER TO TAKE THE
MORTGAGED PROPERTY AND SELL IT WITHOUT GOING TO COURT IN A
FORECLOSURE ACTION UPON DEF AULT BY THE GRANTOR UNDER THIS MORTGAGE).
This Second Amendment to Deed of Trust, Mortgage, Security Agreement, Assignment of
Production and Financing Statement dated September 28, 2005, ("Second Amendment" or "Second
Amendment to Deed of Trust") is from CORKRAN ENERGY, LP, a Texas limited partnersbip,
wbose General Partner is Hummingbird Investments, LLC, a Texas limited liability company,
whose address is 2219 Westlake Drive, Suite 120, Austin, Texas 78746 and whose organizational
number is 14341310, herein called the "Grantor" and/or "Mortgagor"), to ROBERT D.
SOUTHERLAND, Trustee, whose address is p, O. Box 3903, Midland, Midland County, Texas
79702 (hereinafter called the "Trustee") for the benefit of COMMUNITY NATIONAL BANK
whose address is P. O. Box 3903, Midland, Texas 79702 (hereinafter called the "Beneficiary" and/or
"Lender").
WHEREAS, Grantor (herein sometimes called the "Borrower") executed (a) a Term
Promissory Note dated June 28, 2004 in the original principal amount of$1,968,OOO.00 payable to
Lender on or before January 28,2006 ("June 2004 Term Note") and (b) a Revolving Line of Credit
Note dated June 28, 2004 having a face amount of$I,500,000.00 payable to Lender on or before
January 28,2006 ("June 2004 Line of Credit Note" and when taken with the June 2004 Term Note,
hereinafter referred to collectively as "June 2004 Notes"), which June 2004 Notes are secured by a
Deed of Trust, Mortgage, Security Agreement, Assignment of Production and Financing Statement
dated June 28, 2004 from Grantor to Robert D. Southerland, Trustee for the benefit of Beneficiary
(the "Original Oil and Gas Deed of Trust") recorded in the Volumes and Pages of the respective
County Clerks' offices and/or Offices ofthe Recorder set out in Schedule I, attached hereto and made
a part hereof, covering those certain leases, lands and other oil and gas properties along with
equipment located thereon and proceeds derived therefrom described in Exhibit "A" attached to the
Original Oil and Gas Deed of Trust, which leases, lands and other oil and gas properties along with
descriptions thereof are incorporated herein by reference; and
WHEREAS, Borrower executed (a) a Term Promissory Note dated February 8,2005 in the
original principal amount of $2,000,000.00 payable to Lender ("February 2005 Term Note"), (b) a
Revolving Line of Credit Note dated February 8, 2005 having a face amount of $1,000,000.00
payable to Lender ("February 2005 Line of Credit Note" and when taken with the February 2005
Term Note, hereinafter referred to collectively as "February 2005 Notes") and (c) a February 8, 2005
First Modification of the June 2004 Line of Credit Note described above, which February 2005
Notes and June 2004 Line of Credit Note as modified are secured by the Original Oil and Gas Deed
of Trust described above and by that certain First Amendment to Deed of Trust, Mortgage, Security
Agreement, Assignment of Production and Financing Statement dated February 8, 2005 from
Grantor to Robert D. Southerland, Trustee for the benefit of Beneficiary (the "First Amendment" or
"First Amendment to Deed of Trust") recorded in the Volumes and Pages ofthe respective County
Clerks' offices and/or Offices ofthe Recorder set out in Schedule T, attached hereto and made a part
hereof, covering those certain leases, lands and other oil and gas properties along with equipment
located thereon and proceeds derived therefrom described in Exhibits "A" attached to the Original
Oil and Gas Deed of Trust and First Amendment thereto, which leases, lands and other oil and gas
properties along with descriptions thereof are incorporated herein by reference ("Previously
Mortgaged Properties"); and
WHEREAS, Borrower has or will execute (a) a Revolving Line of Credit Note dated
September 28,2005 having a face amount of$1 ,500,000.00 payable to Beneficiary ("$1 ,500,000.00
Line of Credit Note"), which $1,500,000.00 Line of Credit Note renews and extends the June 2004
Line of Credit Note described above, (b) a Revolving Line of Credit Note dated September 28,2005
having a face amount of$2,000,000.00 payable to Beneficiary ("$2,000,000.00 Line of Credit Note"
and when taken with the $1,500,000.00 Line of Credit Note, hereinafter referred to collectively as
"Line of Credit Notes"), which $2,000,000.00 Line of Credit Note renews and extends the February
2005 Line of Credit Note described above and (c) a Term Promissory Note dated September28, 2005
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in the original principal amount of $2,310,000.00 payable to Beneficiary ("September 2005 Term
Note" and when taken with the Line of Credit Notes, hereinafter referred to collectively as
"September 2005 Notes"), which September 2005 Term Note renews, extends and increases the
February 2005 Term Note described above; and
WHEREAS, in consideration of COMMUNITY NATIONAL BANK advancing additional
funds to Borrower, Grantor agrees to mortgage and pledge to COMMUNITY NATIONAL BANK
additiona11eases and lands located in Eddy County, New Mexico described in Exhibit "A" attached
hereto and made a part hereof; and
WHEREAS, the parties desire to amend the Original Oil and Gas Deed of Trust as amended
by the First Amendment thereto (herein sometimes referred to collectively as "Oil and Gas Deed of
Trust") by this instrument so as to (a) ratify and confirm that the liens created by the Oil and Gas
Deed of Trust secure not only the June 2004 Line of Credit Note and February 2005 Notes described
above but also the September 2005 Notes set out above, (b) to amend Section 1.3 (a) and (b) of the
Oil and Gas Deed of Trust to include the language set out below, (c) to supplement the Exhibit "A"
to the Oil and Gas Deed of Trust so as to include the additional leases and lands described in Exhibit
"A," attached hereto, as Mortgaged Properties to the Oil and Gas Deed of Trust and (d) to otherwise
conform the terms ofthe Oil and Gas Deed of Trust to the September 2005 Notes.
NOW THEREFORE, in consideration of the premises set out above by COMMUNITY
NATIONAL BANK to the Grantor, the receipt and sufficiency of which is hereby acknowledged,
COMMUNITY NATIONAL BANK and CORKRAN ENERGY, LP, a Texas limited
partnership, hereby renew, extend, amend, continue and supplement the Oil and Gas Deeds of Trust
as follows:
SECTION I
Amendment to Section 1.3(a) and (b) of the Oil and Gas Deed of Trust
Section 1. 3 (a) and (b) of the Oil and Gas Deed of Trust are hereby amended in their entirety
to read as follows:
(a) All indebtedness and other obligations now or hereafter incurred or arising
pursuant to the provisions ofthat certain Loan Agreement dated June 28,2004 as replaced
by that certain Restated Loan Agreement dated February 8, 2005 as replaced by that certain
Restated Loan Agreement dated September 28,2005, among Grantor and COMMUNITY
NATIONAL BANK, whose address is P.O. Box 3903, Midland, Midland County, Texas
79702 (herein called "Lender"), and all supplements thereto and amendments or
modifications thereof, and all agreements given in substitution therefor or in restatement,
renewal or extension thereof, in whole or in part (such Loan Agreement as the same may
from time to time be supplemented, amended or modified, and all other agreements given
in substitution therefor or in restatement, renewal or extension thereof, in whole or in part,
being herein called the "Agreement");
(b) Three promissory notes dated (i) June 28, 2004 having a face amount of
$1,500,000.00 as modified by that certain First Modification of Note dated February 8, 2005
and as renewed and extended by that certain Promissory Note dated September 28,2005
having a face amount of$1,500,000.00, (ii) June 28,2004 in the original principal amount
of $1 ,968,000.00 as renewed and extended by that certain Promissory Note dated February
8, 2005 in the original principal amount of $2,000,000.00 and as renewed and extended by
that certain Promissory Note dated September 28, 2005 in the original principal amount of
$2,310,000.00 and (iii) February 8,2005 having a face amount of$l,OOO,OOO.OO as renewed
and extended by that certain Promissory Note dated September 28, 2005 having a face
amount of $2,000,000.00 all of which are made by Grantor and payable to the order of
Lender on or before January 28, 2007, bearing interest as therein provided, and containing
a provision for the payment of a reasonable additional amount as attorneys' fees, and all other
notes given in substitution or replacement therefor or in modification, renewal or extension
thereof, in whole or in part (such note(s), as from time to time supplemented, amended, or
modified and all other notes given in substitution or replacement therefor, or in modification,
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renewal or extension thereof, in whole or in part, being hereinafter called the "Note" and
Lender and each subsequent holder ofthe Note or any part thereof or interest therein, or any
ofthe other secured indebtedness being herein called "Noteholder");
SECTION II
Morteaee of Additional Property and Ratification and
Reaffirmation of Oil and Gas Deed of Trust
To secure and enforce the obligations (as defined in the Original Oil and Gas Deed of Trust)
Grantor, for and in consideration of the sum of Ten Dollars ($10.00) cash and other good and
valuable consideration in hand paid to Grantor, the receipt and sufficiency of which are hereby
acknowledged and for and in consideration of the debt and trusts hereinafter mentioned has
GRANTED, BARGAINED, SOLD, ASSIGNED, TRANSFERRED AND CONVEYED and by
these presents does GRANT, BARGAIN, SELL, ASSIGN, TRANSFER AND CONVEY unto
Robert D. Southerland, Trustee, for the benefit of COMMUNITY NATIONAL BANK and to the
Trustee's Successors or Substitutes in Trust all of Grantor's right, title and interest, whether now
owned or hereinafter acquired, in and to the Mortgaged Properties (as defined in the Oil and Gas
Deed of Trust) not heretofore released, previously described in the Exhibit "A" to the Original Oil
and Gas Deed of Trust and First Amendment, which leases, lands and other oil and gas properties
and descriptions thereof are incorporated herein by reference and additional leases, lands and other
oil and gas properties described in Exhibit "A," attached hereto.
SECTION III
Warranties. Covenants and Aereements
The warranties, covenants and agreements contained in the Original Oil and Gas Deed of
Trust are hereby remade by the Grantor and said warranties, covenants and agreements (together with
the remedies contained in the Original Oil and Gas Deed of Trust) are in full force and effect as of
the date hereof and shall apply to the Mortgaged Properties described in the Exhibit "A" to the
Original Oil and Gas Deed of Trust and First Amendment, which Previously Mortgaged Properties
and descriptions thereof are incorporated herein by reference and in Exhibit "A," attached hereto, to
the same extent and with the same force and effect as of the date ofthe Original Oil and Gas Deed
of Trust.
SECTION IV
Miscellaneous Provisions
Section 4.1 This Second Amendment shall be considered as an amendment and
supplement to the Oil and Gas Deed of Trust and except as herein expressly amended and
supplemented, the Oil and Gas Deed of Trust is hereby ratified, approved and confirmed in every
respect and all references to the Oil and Gas Deed of Trust and in any other document shall
hereinafter be deemed to refer to the Oil and Gas Deed of Trust as amended hereby.
Section 4.2 With respect to all personal property constituting a part of the Mortgaged
Properties, this Second Amendment shall also be effective as an amended chattel mortgage and/or
security agreement.
Section 4.3 Except as amended hereby, the Oil and Gas Deed of Trust shall remain in full
force and effect. Nothing in this Second Amendment releases any right, claim, lien, security interest
or entitlement ofthe Trustee or Beneficiary created by or contained in the Oil and Gas Deed of Trust
nor releases the Grantor from any covenant, warranty or obligation created by or contained in the Oil
and Gas Deed of Trust.
Section 4.4 The indebtedness evidenced by the September 2005 Notes is in renewal and
extension of the June 2004 Line of Credit Note and February 2005 Notes and nothing contained
herein shall be deemed to release or terminate any liens or security interest which secures payment
of such June 2004 Line of Credit Note and February 2005 Notes.
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Section 4.5 The Oil and Gas Deed of Trust as amended hereby contains after-acquired
property provisions and secures future advances. This Second Amendment supplements the Oil and
Gas Deed of Trust and is a supplemental Deed of Trust and Mortgage of both real and personal
property, a supplemental security agreement, a supplemental assignment of production and a
financing statement and also covers proceeds and fixtures. This Second Amendment shall be
effective as a financing statement filed as a fixture filing with respect to all fixtures included within
the properties covered by the Oil and Gas Deed of Trust as amended hereby and is to be filed for
record in the real estate records of each county where any part of such property (including such
fixtures) is situated. This Second Amendment shall also be effective as a financing statement
covering as-extracted collateral including, but not limited to, oil, gas and other minerals.
Section 4.6 The business and mailing addresses of the Grantor, Trustee and Beneficiary
are set forth in the commencement paragraph of this Second Amendment.
Section 4.7 The terms, provisions, covenants and conditions hereof shall be binding upon
the Grantor and its respective successors and assigns and shall inure to the benefit ofthe Beneficiary
and its successors and assigns and shall constitute covenants running with the land. All references
in this Second Amendment to Grantor and Beneficiary shall be deemed to include all such successors
and assigns.
Section 4.8 Any default in anyone or more ofthe above-described Note(s) and/or Letter
of Credit Note and any substitutions, replacements, modifications, renewals and/or extensions
thereof shall be deemed to be a default of the remaining Notes. Additionally, all of the above-
described Note(s) and Letter of Credit Note and any substitutions, replacements, modifications,
renewals and/or extensions thereof shall be secured by the Original Oil and Gas Deed of Trust as
amended.
Section 4.9 This Second Amendment to Deed of Trust may be executed in a number of
identical counterparts, each of which shall be deemed an original, and all of which are identical
except that in order to facilitate recordation, portions of Exhibit "A" hereto which describe (a)
Mortgaged Properties situated in counties other than the particular county in which a counterpart
hereofis being recorded and/or (b) the Previously Mortgaged Properties described in the Exhibit "A"
to the Original Oil and Gas Deed of Trust and First Amendment thereto, which leases and
descriptions thereof are incorporated herein by reference, may be omitted from such counterpart.
Section 4.10 THIS SECOND AMENDMENT TO DEED OF TRUST AND MORTGAGE
ALONG WITH THE ORIGINAL OIL AND GAS DEED OF TRUST AS AMENDED SHALL BE
DEEMED TO BE A CONTRACT ENTERED INTO PURSUANT TO THE LAWS OF THE
STATE OF TEXAS AND SHALL IN ALL RESPECTS BE GOVERNED, CONSTRUED,
APPLIED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE ST ATE OF
TEXAS PROVIDED HOWEVER, THAT WITH RESPECT TO THE CREA TrON, PERFECTION,
PRIORITY AND ENFORCEMENT OF THE LIEN AS TO THE MORTGAGED PROPERTIES
IN THE STATES OF NEW MEXICO, OKLAHOMA AND WYOMING, THE LAWS OF THE
STATES OF NEW MEXICO, OKLAHOMA AND WYOMING SHALL APPLY.
Section 4.11 THIS SECOND AMENDMENT TO DEED OF TRUST AND THE
ORIGINAL OIL AND GAS DEED OF TRUST AS AMENDED SHALL SECURE THE
TOTAL OF THE AMOUNTS DEFINED IN SECTION 1.3 OF THE OIL AND GAS DEED
OF TRUST UP TO A MAXIMUM AMOUNT, AT ANY GIVEN TIME, OF TWICE THE
ORIGINAL PRINCIPAL AMOUNT OF THE NOTES.
Section 4.12 This Second Amendment to Deed of Trust and the Original Oil and Gas Deed
of Trust as amended are subject to the terms and conditions ofthat certain Restated Loan Agreement
dated on or about the date of this Second Amendment by and between Grantor, Beneficiary and
Dennis D. Corkran.
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C00587
NOTICE
THIS SECOND AMENDMENT TO OIL AND GAS DEED OF TRUST, THE ORIGINAL
OIL AND GAS DEED OF TRUST AS AMENDED, THE NOTES DESCRIBED ABOVE AND
THE ACCOMPANYING UCC-l AND UCC-3 FINANCING STATEMENTS, GUARANTY
AND RESTATED LOAN AGREEMENT AND/ORANY AND ALL OTHER DOCUMENTS
EXECUTED AT OR NEAR THE TIME OF EXECUTION OF THIS DOCUMENT
CONSTITUTE A "LOAN AGREEMENT" AS DEFINED IN SECTION 26.02(a) OF THE
TEXAS BUSINESS & COMMERCE CODE, AND REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
IN WITNESS WHEREOF, this Second Amendment is dated the date set out above, although
is executed on the date ofthe acknowledgments annexed hereto.
GRANTOR:
CORKRAN ENERGY, LP, a Texas limited
partnership
By: Hummingbird Investments, LLC, a Texas
limited liability company, its General
Partner
BY~~ ~ ~~_
Dennis D. Corkran, President and
Operating Manager
BENEFICIARY:
COMMUNITY NATIONAL BANK
By:
STATE OF TEXAS ~
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COUNTY OF.,MIDL~ ~
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This instrument was acknowledged before me on this _~ 0 day of September, 2005 by
DENNlS D. CORKRAN, as President and Operating Manager of HUMMINGBIRD
INVESTMENTS, LLC, as General Partner for CORKRAN ENERGY, LP, a Texas limited
partnership, on behalf of said limited partnership.
N~ATEOFTEXAS
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This instrument was acknowledged before me on the bfi day of s9p~~05 by
R. DANNY CAMPBELL, as Executive Vice President of COMMUNITY NATIONAL BANK, on
behalf of said bank.
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SCHEDULE I
Attached to and made a part ofthat certain Second Amendment to Deed of Trust, Mortgage,
Security Agreement, Assignment of Production and Financing Statement dated September 28,2005
from CORKRAN ENERGY, LP, as Grantor, to ROBERT D. SOUTHERLAND, Trustee, for the
benefit of COMMUNITY NATIONAL BANK, as Beneficiary.
1. Deed of Trust, Mortgage, Security Agreement, Assignment of Production and Financing
Statement dated June 28, 2004 from Corkran Energy, LP, as Grantor, for the benefit of
Community National Bank, as Beneficiary, recorded in the following Volume and Pages of
the respective records of the County Clerks' offices and/or Office of the Recorders set out
below covering the leases, lands and other properties as described in said Deed of Trust, to-
wit:
VOLUMEIP AGE
COUNTY/STATE FILE NO. RECORDS
Chaves County, New Mexico 495/1123 Official Public
Eddy County, New Mexico 556/1158 Official Public
Lea County, New Mexico 1315/693 Official Public
Grant County, Oklahoma 556/819 Official Public
Stephens County, Oklahoma 3002/225 Official Public
Crook County, Wyoming 420/577 Official Public
Lincoln County, Wyoming 560/826 Official Public
Atascosa County, Texas 278/776 Real Property
Montgomery County, Texas 624-10-1041 Real Property
Nolan County, Texas 685/1 Real Property
Nueces County, Texas 2004037742 Real Property
Oldham County, Texas 177/309 Real Property
Potter County, Texas 3486/472 Real Property
Smith County, Texas 7563/409 Real Property
2. UCC-l Financing Statement from Corkran Energy, LP, as Debtor, for the benefit of
Community National Bank, as Secured Party, having File No. 04-0073600252 filed with the
Secretary of State of Texas on July 5, 2004.
3. First Amendment to Deed of Trust, Mortgage, Security Agreement, Assignment of
Production and Financing Statement dated February 8, 2005 from Corkran Energy, LP, as
Grantor, for the benefit of Community National Bank, as Beneficiary, recorded in the
following Volume and Pages of the respective records of the County Clerks' offices and/or
Office of the Recorders set out below covering the leases, lands and other properties as
described in said First Amendment to Deed of Trust, to-wit:
COUNTY/STATE
VOLUME/PAGE
FILE NO.
RECORDS
First Amendments to Deed of Trust
Chaves County, New Mexico
Eddy County, New Mexico
Lea County, New Mexico
Grant County, Oklahoma
Stephens County, Oklahoma
514/808
586/98
1358/324
561/338
3108/289
Official Public
Official Public
Official Public
Real Property
Real Property
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VOLUME/PAGE
COUNTY/STATE FILE NO. RECORDS
Crook County, Wyoming 428/362 Real Property
Lincoln County, Wyoming 579/689 Real Property
Atascosa County, Texas 305/464 Real Property
Montgomery County, Texas 2005-022260 Real Property
Nolan County, Texas 718/196 Real Property
Nueces County, Texas 2005011088 Real Property
Oldham County, Texas 181/234 Real Property
Potter County, Texas 3575/239 Real Property
Smith County, Texas 7732/396 Real Property
4. UCC-3 Financing Statement from Corkran Energy, LP, as Debtor, for the benefit of
Community National Bank, as Secured Party, having File No. 05-00062972 filed with the
Secretary of State of Texas on February 28, 2005.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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EXHIBIT "A"
WYOMING
Attached to and made a part of that certain Second Amendment to Deed of Trust, Mortgage, Security
Agreement, Assignment of Production and Financing Statement dated September 28,2005, from CORKRAN
ENERGY, LP, as Grantor, for the benefit of COMMUNITY NATIONAL BANK.
1. All of Grantor's and/or Debtor's (hereinafter collectively referred to as "Grantor") interest in
oil, gas and other mineral leases or oil and gas leases, overriding royalties, minerals, royalties and properties
as described below or covering the lands described below, whether in whole or in part, together with all of
Grantor's interest in all oil, gas and other mineral leases or oil and gas leases, overriding royalties, minerals,
royalties and properties with which any of the foregoing may now or hereafter be pooled, unitized or
communitized (and any extensions and renewals thereof), regardless of the descriptions, working interests and
net revenue interests set out below, if any. The depth limitations, land descriptions and descriptions of
undivided working interests and net revenue interests reflected below and the listing of any percentages,
decimal or fractional interest in this Exhibit" A" shall not be deemed to limit or otherwise diminish the interests
being subjected to the lien, security interest and assignment of this instrument. It is intended that this
instrument shall cover and affect Grantor's entire present and future interest in the Mortgaged Properties. The
listings of depth limitations, land descriptions, working interests and net revenue interests in this Exhibit" A"
are made for the sole purpose of giving effect to the title warranties of Grantor contained in this instrument.
2. Some of the land descriptions in this Exhibit "A" may refer only to a portion of the land
covered by a particular Lease. Some of the land descriptions in this Exhibit" A" for certain Leases may be land
descriptions of pooled or proration units pertaining to one or more of such Leases and, therefore, describe more
lands than are covered by a particular Lease. This instrument is not limited to the land described in this
Exhibit "A" but is intended to cover the entire present and future interest of Grantor in any Lease described
below, even if such interest relates to land not described in this Exhibit "A." Reference is made to the land
descriptions contained in the documents of title whether Oil and Gas Leases or Assignments of Oil and Gas
Leases as described in this Exhibit "A" and/or filed with the respective County Clerks' Office, Office of the
Recorder, Bureau of Land Management or applicable state land office. To the extent that the land descriptions
in this Exhibit "A" are incomplete, incorrect, or not legally sufficient, the land descriptions contained in the
documents so recorded andlor filed are incorporated herein by this reference.
3. Ifapplicable, the terms "BPO WI" and "BPO NRI" in this Exhibit "A" specify the warranted
working interest and net revenue interest of Grantor in a particular well or property before the occurrence of
a particular event such as payout of costs with respect to such well or property. The terms "APO WI" and
"APO NRI" in this Exhibit "A" specify the warranted working interest and net revenue interest of Grantor in
a particular well or property after the occurrence of a particular event such as payout of costs with respect to
such well or property.
4. Within each Lease or Assignment description, the following explanations apply:
"Lessor" and "Lessee" refer to the original lessor and lessee set forth in the lease.
"Assignor" and "Assignee" refer to the parties identified in a particular document transferring an
interest in the affected properties to Grantor.
The descriptions are given by fractions of each section, Section number, Township and Range. For
example,
T = Township, R = Range, Blk. = Block, Sec. = Section, N = North, S = South, E = East, W = West
The descriptions may also include characterizations of interests described by abbreviations. For
example,
APO = "after pay-out", BPO = "before payout", WI = "working interest", NRI = "net revenue interest",
RI = "royalty interest", ORRI = "overriding royalty interest"
The designation "T -22-S, R-3 7 -E" refers to Township 22 South, Range 3 7 East. The description "N/2
of the SE/4 of Section 8, T-23-S, R-37-E" refers to the North half of the Southeast quarter of Section 8,
Township 23 South, Range 37 East.
Fractions are fractions ofa section. Fractions may also be written with alpha characters as numerators
and numeric characters as denominators. For example, NW/4 = the Northwest one-quarter of a section.
il
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CROOK COUNTY. WYOMING
1. WM Federal
All of Grantor's right, title and interest in and to the following described Oil and Gas Lease(s)
and/or Oil, Gas and Mineral Lease(s), insofar as said lease(s) covers the lands described
below:
Lessor:
Lessee:
Date:
Description:
United States of America - W 66386
Kristie Rae Cobb
March 1, 1979
The SW/4 of the NW/4 of Section 9, Township 52 North, Range
68 West, 6th P.M, Crook County, Wyoming
LINCOLN COUNTY. WYOMING
2. Fontenelle Unit and Font Federal Wells
All of Grantor's right, title and interest in and to the following described Oil and Gas
Lease(s) and/or Oil, Gas and Mineral Lease(s), insofar as said lease(s) covers the lands
described below:
Lessor:
Lessee:
Date:
Recorded:
Description:
United States of America - Serial No. W 38501
Unknown.
February 28, 1983
Not required.
Township 25 North, Range 111 West, 6th PM, Lincoln County,
Wyoming
Section 6: Lots 6 and 7, the E/2 of the SW/4 and the SE/4
Section 7: Lots 3 and 4, the E/2 of the SW/4 and the SE/4
Section 5: The WI2
All in Lincoln County, Wyoming
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c:\cnb\cokran\sept05\dot.2amd.exa(wyoming)
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