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Home My WebLink About950502THIS INSTRUMENT WAS PREPARED BY AND WHEN RECORDED SHOULD BE RETURNED TO: David G. Stolfa 3300 South Columbine Circle Englewood, Colorado 80113 AMENDMENT OF MORTGAGE, DEED OF TRUST, ASSIGNMENT OF PRODUCTION, SECURITY AGREEMENT AND FINANCING STATEMENT THIS AMENDMENT OF MORTGAGE, DEED OF TRUST, ASSIGNMENT OF PRODUCTION, SECURITY AGREEMENT AND FINANCING STATEMENT (this "Instrument dated as of November 2, 2009, is among WILBANKS ACQUISITIONS II, LLC, a Colorado limited liability company "Mortgagor with an address at 1610 Wynkoop Street, Suite 200, Denver, Colorado 80202, BANK OF OKLAHOMA, NATIONAL ASSOCIATION, a national banking association, individually "BOK and in its capacity as agent "Agent with an address at 1675 Broadway, Suite 1650, Denver, Colorado 80202, and THOMAS M. FONCANNON, as Trustee "Trustee with an address at 1675 Broadway, Suite 1650, Denver, Colorado 80202. RECITALS 000567 RECEIVED 11/12/2009 at 10:43 AM RECEIVING 950502 BOOK: 735 PAGE: 567 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY A. Mortgagor executed and delivered to BOK and Trustee a Mortgage, Deed of Trust, Assignment of Production, Security Agreement and Financing Statement dated as of February 1, 2008 (the "Mortgage the terms and provisions of which and the description of the real and personal property covered by which are hereby incorporated herein by this reference. The Mortgage was recorded as described in Schedule I attached hereto and made a part hereof. B. Unless otherwise defined herein, terms defined in the Mortgage shall have the same meanings when used herein. AMENDMENT 046568 C. Any counterpart hereof to be recorded in a county that requires a description of the affected lands to be included shall have attached thereto as Schedule II a description of any and all lands covered by the Mortgage prior to the execution and delivery of this Instrument; provided that, for each county located in the State of Wyoming, if Schedule II is not attached to the counterpart filed for recording in that county, the descriptions of the lands contained in the documents recorded as described in Schedule I attached hereto shall be used for indexing purposes. D. The parties desire that the Mortgage be amended as more fully described below. IN CONSIDERATION of the sum of ten dollars ($10.00) in hand paid by Lenders to Mortgagor and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree that the Mortgage shall be amended as follows: 1. Bank of Oklahoma, National Association, in its capacity as agent on behalf of Lenders (as defined in the Mortgage, as amended hereby), shall be substituted for Bank of Oklahoma, National Association as a party to the Mortgage. 2. The addresses of Mortgagor, Bank of Oklahoma, National Association and Trustee set forth in the first paragraph of this Instrument shall be substituted for the addresses of said parties set forth in the Mortgage. 3. The following shall be substituted for the paragraph numbered 1 on page 2 of the Mortgage: 1. Wilbanks Reserve Corporation (Borrower Bank of Oklahoma, National Association, in its capacity as agent "Agent and the lenders named therein "Lenders have entered into an Amended and Restated Credit Agreement dated as of November 2, 2009 (herein, as the same may at any time be amended or modified and in effect, called the "Loan Agreement pursuant to which those Lenders participating therein have agreed to make available to Borrower a revolving line of credit in the amount of up to $40,000,000 and those Lenders participating therein have agreed to make available to the Borrower a hedging guidance line of credit in the amount of up to $7,000,000. To evidence the above described revolving line of credit under the Loan Agreement, Borrower has heretofore executed and delivered, or -2- C may hereafter execute and deliver, the following (all of which, as the same may heretofore have been, or may hereafter be, amended or modified, are herein collectively referred to as the "Loan Notes (a) a promissory note dated November 20, 2002, payable to the order of Bank of Oklahoma, National Association, in the face amount of $20,000,000, (b) a promissory note dated November 2, 2009, payable to the order of U.S. Bank National Association in the face amount of $20,000,000, and (c) any and all other promissory notes that may hereafter be executed and delivered by Borrower and made payable to the order of any other Lender under the terms of the Loan Agreement, each of the Loan Notes being due and payable on or before December 31, 2014 (or such earlier date as may be provided in the Loan Agreement), and bearing interest at the rates provided for therein, which rates are currently based upon the greater of: (x) 4.5 percent per annum, or (y)(1) the one month, two month, three month, four month, or six -month London Interbank Offered Rate plus 2.75 percent per annum, or (2) the fluctuating prime rate of BOK Financial Corporation (currently, 4.0 percent per annum) minus one -half of one percentage point per annum. The making of the loans contemplated by the Loan Agreement will benefit the Mortgagor. 4. (a) In line 1 of the paragraph just prior to the heading for Article I on page 4 of the Mortgage, "Lenders" shall be substituted for "the Bank (b) In line 1 of the Section 1.01.b on page 4 of the Mortgage, in line 2 of the Section 1.01.c on page 4 of the Mortgage, and in line 1 of the Section 1.O1.d on page 4 of the Mortgage, "any Lender" shall be substituted for "the Bank (c) All other references in the Mortgage to "the Bank" shall be amended to refer to "Agent, on behalf of Lenders 5. All references in the Mortgage to the "Loan Note," the "Loan Note(s)," the "Note" or the "Notes" shall be amended to refer to the "Loan Notes 6. The following shall be substituted for Section 1.01.e on page 4 of the Mortgage: e. Any extensions, amendments, modifications or renewals of any or all such indebtedness described in subparagraphs (a) through (d) above, whether or not Borrower or the Mortgagor executes any extension agreement, amendment, -3- modification or renewal instrument; provided that after any such extension, amendment, modification or renewal, the indebtedness secured hereby: (1) shall not exceed $100,000,000 in aggregate outstanding principal amount at any time, and, if the aggregate outstanding principal amount of the obligations described herein as being secured at any time exceeds said maximum amount, said obligations shall be secured hereby only up to such maximum amount, determined in accordance with the order in which such obligations were incurred, with the first to be incurred being given priority; (2) shall have been made on or before December 31, 2015; and (3) shall completely mature on or before December 31, 2018. 7. In the last line of Section 1.03 on page 4 of the Mortgage, "$100,000,000" shall be substituted for "$75,000,000 MISCELLANEOUS This Instrument shall bind and inure to the benefit of the respective successors and assigns of Mortgagor, BOK, Lenders (as defined in the Mortgage, as amended hereby) and Trustee, including without limitation any and all other banks, lending institutions and parties which may participate in the obligations comprising the Indebtedness (as defined in the Mortgage, as amended hereby) or any of them. Mortgagor hereby ratifies, confirms and adopts the Mortgage, as amended hereby. EXECUTED as of the date first above written. WILBANKS ACQUISITIONS II, LLC By: Wilbanks Reserve Corporation, its Manager -4- By: BANK OF OKLAHOMA, NATIONAL ASSOCIATION By: a: Thomas M. Foncannon, Senior Vice President THOMAS M. FONCANNON, TRUSTEE C:00 es 0. Wilbanks, resident STATE OF COLORADO ss. CITY AND COUNTY OF DENVER (Colorado, Nebraska, North Dakota, Wyoming) The foregoing instrument was acknowledged before me this 3rd day of November, 2009, by James O. Wilbanks, as President of Wilbanks Reserve Corporation, a Colorado corporation, as Manager of WILBANKS ACQUISITIONS II, LLC, a Colorado limited liability company, on behalf of said limited liability company. Witness my hand and official seal. This instrument was acknowledged before me on November 3, 2009, by James O. Wilbanks, as President of Wilbanks Reserve Corporation, a Colorado corporation, as Manager of WILBANKS ACQUISITIONS II, LLC, a Colorado limited liability company, on behalf of said limited liability company. Given under my hand and official seal. (Montana) Jane Weller, Notary Public Add 1675 Broadway, Suite 1650 Denver, Colorado 80202 My commission expires: November 5, 2012 -5- STATE OF COLORADO CITY AND COUNTY OF DENVER The foregoing instrument was acknowledged before me this 3rd day of November, 2009, by Thomas M. Foncannon, as Senior Vice President of BANK OF OKLAHOMA, NATIONAL ASSOCIATION, a national banking association, on behalf of said national banking association, and by THOMAS M. FONCANNON, as Trustee. Witness my hand and official seal. This instrument was acknowledged before me on November 3, 2009, by Thomas M. Foncannon, as Senior Vice President of BANK OF OKLAHOMA, NATIONAL ASSOCIATION, a national banking association, on behalf of said national banking association, and by THOMAS M. FONCANNON, as Trustee. Given under my hand and official seal. (Montana) -6- ss. (Colorado, Nebraska, North Dakota, Wyoming) OO572 Jane I.' Notary Public Addre 1675 Broadway, Suite 1650 Denver, Colorado 80202 My commission expires: November 5, 2012 The Mortgage was filed and recorded as follows: State County Colorado Baca Colorado Rio Blanco Colorado Washington Montana Blaine Montana Richland Montana Roosevelt Nebraska Hitchcock Nebraska Red Willow North Dakota Billings SCHEDULE I Filing Date 02/06/08 02/05/08 02/05/08 02/05/08 02/05/08 02/05/08 02/06/08 02/05/08 02/05/08 North Dakota Divide 02/06/08 North Dakota Golden Valley 02/05/08 North Dakota McKenzie 02/05/08 Wyoming Campbell 02/05/08 Wyoming Laramie 02/05/08 Wyoming Lincoln 02/05/08 Wyoming Uinta 02/05/08 Recording Data Book Page #409080 #291359 1007 7 69 Mrtg. 976 210 Mort. 209 #376071 89 Mtgs. 81 Inst. #2008 -00167 Doc. #128815 262 134 Doc. #94573 Doc. #375546 2334 Photos 288 2043 1563 685 875 907 734 00u573