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Home My WebLink About932999 J ii 'ij RECORDED DOCUMENT SHOULD BE RETURNED TO: VINSON & ELKINS L.L.P. 2500 First City Tower 1001 Fannin Street Houston, Texas 77002-6760 Attn: Linda Daugherty 000749 vI /1 \ i{ ,& ' FIRST AMENDMENT TO MORTGAGE. LINE OF CREDIT MORTGAGE. DEED OF TRUST. ASSIGNMENT OF AS-EXTRACTED COLLATERAL. SECURITY AGREEMENT AND FINANCING STATEMENT RECEIVED 9/10/2007 at 4:19 PM (Wyoming) RECEIVING # 932999 BOOK: 671 PAGE: 749 JEANNE WAGNER FROM LINCOLN COUNTY CLERK, KEMMERER, WY CORKRAN ENERGY, LP, as Mortgagor, FOR THE BENEFIT OF CIT CAPITAL USA INC., as the Administrative Agent A CARBON, PHOTOGRAPHIC, FACSIMILE, OR OTHER REPRODUCTION OF THIS INSTRUMENT IS SUFFICIENT AS A FINANCING STATEMENT. THE MORTGAGE (AS HEREINAFTER DEFINED) AS AMENDED BY THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS, SECURES PAYMENT OF FUTURE ADVANCES, AND COVERS PROCEEDS OF COLLATERAL. THE MORTGAGE AS AMENDED BY THIS INSTRUMENT COVERS MINERALS, AS-EXTRACTED COLLATERAL AND OTHER SUBSTANCES OF VALUE WHICH MAY BE EXTRACTED FROM THE EARTH (INCLUDING WITHOUT LIMITATION OIL AND GAS), AND THE ACCOUNTS RELATED THERETO, WHICH WILL BE FINANCED AT THE WELLHEADS OF THE WELL OR WELLS LOCATED ON THE PROPERTIES DESCRIBED AS MORTGAGE PROPERTIES HEREIN. THE MORTGAGE AS AMENDED BY THIS INSTRUMENT COVERS GOODS WHICH ARE OR ARE TO BECOME FIXTURES ON THE REAUIMMOV ABLE PROPERTY DESCRIBED HEREIN, AND IT IS TO BE FILED FOR RECORD AS A FIXTURE FILING, AMONG OTHER PLACES, IN THE REAL ESTATE OR COMPARABLE RECORDS OF THE RECORDERS OF THE COUNTIES LISTED ON THE EXHIBITS HERETO. THE MORTGAGOR HAS AN INTEREST OF RECORD IN THE REAL ESTATE AND IMMOVABLE PROPERTY DESCRIBED HEREIN. 3349867v.l 000750 FIRST AMENDMENT TO MORTGAGE, LINE OF CREDIT MORTGAGE, DEED OF TRUST, ASSIGNMENT OF AS-EXTRACTED COLLATERAL, SECURITY AGREEMENT AND FINANCING STATEMENT THIS FIRST AMENDMENT TO MORTGAGE, ASSIGNMENT OF AS-EXTRACTED COLLATERAL, SECURITY AGREEMENT AND FIXTURE FILING (this "Amendment") is entered into as of the effective time and date hereinafter stated by CORKRAN ENERGY, LP, a Texas limited partnership ("Mortgagor"), for the benefit of CIT CAPITAL USA INC., as Administrative Agent (the "Administrative Agent"), for the benefit of itself and ~e ratable benefit of the Secured Creditors. WI T N E S. S. E I H: WHEREAS, to secure the perfonnance of the covenants and obligations contained in the Credit Agreement (as defined below) between Mortgagor and the Administrative Agent, Mortgagor has executed and delivered that certain Mortgage, Assignment of As-Extracted Collateral, Security Agreement and Fixture Filing dated as of June 6, 2007, (the "Mort£age"), pursuant to which a lien on and security interest were granted by Mortgagor in favor ofthe Administrative Agent as more fully described in the Mortgage, and such lien and security interest were recorded as set forth in Exhibit A hereto; WHEREAS, as of June 6,2007, Mortgagor, Administrative Agent and the Lenders have entered into that certain Credit Agreement ("Credit Agreement") and the Mortgage secures the perfonnance of the covenants and obligations contained in the Credit Agreement; and WHEREAS, Mortgagor and Administrative Agent desire to amend the Mortgage as set forth herein. A G R E E M E N IS.: NOW THEREFORE, in consideration of the Administrative Agent and Lenders continuing to make Loans (as defined in the Credit Agreement) under the Credit Agreement, and other valuable consideration, the receipt and sufficiency of all of which are hereby acknowledged, Mortgagor and Administrative Agent hereby agree that the Mortgage is hereby amended as follows: 1. All capitalized tenns used herein that are not otherwise defined herein shall have the meaning assigned such tenn in the Mortgage. 2. The following paragraphs are hereby added to Section 1.05 of the Mortgage: As used in this Mortgage: "Intercreditor Agreement" means that certain Intercreditor and Collateral Agency Agreement dated as of August 13,2007 among the Mortgagee, the Administrative 1 3349867v.1 00075~l Agent on behalf of the Lenders, the Secured Swap Provider and the Mortgagor, as the same may be amended or modified from time to time. "Secured Swap Agreement" means any Swap Agreement between the Mortgagor or any Subsidiary and any Secured Swap Provider now existing or hereafter entered into between the Mortgagor and any Secured Swap Provider which is a "Hedge Agreement" under the Intercreditor Agreement. "Secured Swap Provider" means (a) Macquarie Bank Limited or (b) any Person that (i) is a Lender or any Affiliate of any Lender, (ii) becomes a party to a Swap Agreement with the Mortgagor or any of its Subsidiaries while such Person (or such Person's Affiliate) is a Lender and (iii) continues to be a Lender while such Swap Agreement is in effect (e.g., except as provided below, a Lender or its Affiliate, as applicable, ceases to be a Secured Swap Provider if such Lender or Affiliate, as applicable, ceases to be a Lender under the Credit Agreement). 3. Section 1.03( d) is hereby amended and restated in its entirety as follows: (d) payment of and perfonnance of any and all present or future obligations of the Mortgagor according to the tenns of any Secured Swap Agreement with any Secured Swap Provider, such Secured Swap Providers to such transactions and agreements being entitled to the benefits of this Mortgage and the Swap Agreements with such Persons being secured by the Mortgaged Property. 4. Section 1.04 is hereby amended and restated in its entirety as follows: "This Mortgage is executed and granted for the pro rata benefit and security of Lenders and each Secured Swap Provider, any Person secured hereby and any and all future holders of an interest in the Indebtedness and the interest thereon for so long as same remains unpaid and thereafter for so long as any Lender or any Person secured hereby (or any Secured Swap Provider) has any obligations under the Credit Agreement to lend money in favor of the Mortgagor; it being understood and agreed that possession of any Note (or any replacements of any said Note) at any time by the Mortgagor shall not in any manner extinguish the Indebtedness, such Notes or this Mortgage securing payment thereof, and the Mortgagor shall have the right to issue and reissue any of the Notes from time to time as its interest or as convenience may require, without in any manner extinguishing or affecting the Indebtedness, the obligations under any of the Notes, or the security of this Mortgage. 5. This Amendment is a "Loan Document" as defined and described in the Credit Agreement. Mortgagor hereby acknowledges and agrees that except as specifically amended, changed or modified hereby, the Mortgage shall remain in full force and effect in accordance with its tenns. None of the rights, titles and interests existing and to exist under the Mortgage are hereby released, diminished or impaired, and Mortgagor hereby reaffinns all covenants, representations and warranties made in the Mortgage. 2 3349867v.l 000·'52 6. The execution of this Amendment shall not be construed as a waiver of any Default, Event of Default, or breach of any tenn or condition provided for in any Loan Document (as defined in the Credit Agreement) regardless of whether the Administrative Agent (as defined in the Credit Agreement) or any Lender (as defined in the Credit Agreement) may have had notice or knowledge of such Default, Event of Default, or breach at the time of entering into this Amendment. 7. This Amendment is being executed in several counterparts, all of which are identical. Each of such counterparts shall for all purposes be deemed to be an original and all such counterparts shall together constitute but one and the same instrument. 8. Insofar as pennitted by otherwise applicable law, this Amendment shall be construed under and governed by the laws of the State of Texas (excluding choice oflaw and conflict oflaw rules that would mandatorily require the application of the laws of another jurisdiction); provided, however, that, with respect to any portion of the Mortgaged Property as amended hereby located outside of the State of Texas, the laws of the place in which such property is located in, or offshore adjacent to (and State law made applicable as a matter of Federal law), shall apply to the extent of procedural and substantive matters relating only to the creation, perfection, foreclosure of Liens and enforcement of rights and remedies against such portion of such Mortgaged Property as is located in, or adjacent to, such other state. [Signatures Begin on Next Page) 3 3349867v.l 000753 EXECUTED this ~?"day of August, 2007, to be effective as of August 24., 2007. CORKRAN ENERGY, LP By: Hummingbird Investments, LLC, its general partner "- B~_ _ J~ Name: Dennis Corkran Title: President --- STATE OF TEXAS § § § COUNTY OF TRAVIS The foregoing instrument was acknowledged before me this,?L day of August, 2007, by Dennis Corkran, President of Hummingbird Investments, LLC, general partner of Corkran Energy, LP, a Texas limited partnership, on behalf of such partnership. Witness my hand and official seal. NotaryPub~ . [SEAL] PREPARED BY: Vinson & Elkins L.L.P. 2500 First City Tower 1001 Fannin St. Houston, Texas 77002 Attn: Pete Broadbent [Signature Page to Mortgage First Amendment] 3349867v.1 00075t1 if.. EXECUTED this tli.- day of August, 2007, to be effective as of August ~ 2007. CIT CAPITAL USA INe. By: Name: Title: ~ STATE OF ~a.J COUNTY OF j4o...:f,(, ,'.5 § § § it- The fì regoing instrument was acknowledged before me this Æ1 day of August, 2007, by r)~ fT I ~ of CIT Capital USA Inc., on behalf of such corporation. Witness my hand and official seal. ~\\\\\\\lIIIUI/U¡,¡¡,.. . ~\\~ A S~ ~ ~".....:....f'.ý ~ n~ ~~v Pf/ .....~ ~ i: ~*~.......<::.. ~ o ~ '.p. ;$ ó?: ,0:-;O!: , . :;:; \~4 ~: i \. \ ..,/'~ Of ,~4'..... j 1:'-i '. '_i: ~ ··':!'~PIRe.,!,.··· ,;y [~ .t!D1.:..'·..··· ~Jò ~'* .:!~~3·'2.û ~,~~ 11/1111/1111111\111\\\\\\ PREPARED BY: Vinson & Elkins L.L.P. 2500 First City Tower 1001 Fannin St. Houston, Texas 77002 Attn: Pete Broadbent [Signature Page to Mortgage First Amendment] 3349867v.1 EXHIBIT A Recording Information 000755 Mortgage, Line of Credit Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated as of June 6, 2007 from Corkran Energy LP to CIT Capital USA Inc., as Administrative Agent, filed as follows: Converse County, WY Book 1311, Page 382 6/18/07 Crook County, WY Book 459, Page 743 6/18/07 Lincoln County, WY Book 662, Page 534 6/18/07 N atrona County, WY #821186 6/18/07 3349867v.l Exhibit A