HomeMy WebLinkAbout954558After recording, return to:
Winstead PC
1201 Elm St., Suite 5400
Dallas, Texas 75270
Attn: Bradley R. Geier
SECOND AMENDMENT TO MORTGAGE, SECURITYAGREEMENT, ASSIGNMENT OF
PRODUCTION AND FINANCING STATEMENT
THIS SECOND AMENDMENT TO MORTGAGE, SECURITY AGREEMENT,
ASSIGNMENT OF PRODUCTION ANDFI1\IANCING STATEMENT dated as of July 1, 2010 (this
"Amendment is entered into between CROWN ENERGY PARTNERS, LLC, a Delaware limited
liability company "Mortgagor and COMERICA BANK, as Administrative Agent ("Mortgagee").
A. Mortgagor has heretofore.: executed and delivered that certain Mortgage, Security
Agreement, Assignment of Production and Financing Statement to Mortgagee dated as of January 28,
2010, which has been recorded under Receiving No. 952052, in Book 742 at page 76 of the Records of
Lincoln County, Wyoming, under Entry No. 347253, in Book 141 at page 710 of the Oil and Gas Records
of Sublette County, Wyoming, under Receiving No. 1575880, in Book 1 [59 at page 0901 of the Records
of Sweetwater County, Wyoming, and under Entry No. 150990, in Book 947 at page 301 of the Records
of Uinta County, Wyoming, as amended by First Amendment to Mortgage, Security Agreement,
Assignment of Production and Financing Statement dated as of March 17, 2010, which has been recorded
under Receiving No. 952649, in Book 744 at page 333 of the Records of Lincoln County, Wyoming, and
under Receiving No. 1578539, in Book 1162 at page 0537 of the Records of Sweetwater County,
Wyoming (collectively, the "Original Mortgage"), covering the real property described on Exhibit A to
the Original Mortgage.
B. The Original Mortgage secures, among other things, the payment of certain indebtedness
owed by Mortgagor to Mortgagee pursuant to that certain Revolving Credit Agreement between
Mortgagor and Mortgagee dated as of January 28, 2010, including the indebtedness evidenced by that
certain promissory note in the original principal sum of $50,000,000 made by Mortgagor payable to the
order of Mortgagee dated of even date therewith.
C. The parties desire to amend the Original Mortgage to amend and supplement the
descriptions of a portion of the oil and gas leases described on Exhibit A thereto without in any way
releasing the oil and gas properties covered by the Original Mortgage and to otherwise amend the
Original Mortgage as hereinafter provided.
NOW THEREFORE, in consideration of these premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,' the parties hereto agree as
follows:
1. Same Terms. All terms used herein that are defined in the Original Mortgage
shall have the same meanings when used herein, unless the context thereof otherwise requires
or provides.
2. Amendment and Restatement of Certain Descriptions. Exhibit A to the
Original Mortgage is hereby amended and supplemented to add recording information for a
portion of the oil and gas leases described thereon, which amended and supplemented
SECOND AMENDMENT TO MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF
PRODUCTION AND FINANCING STATEMENT Page 1
Dallas_1 \5510046 \2
3134 -1433 4/26/2010
RECITALS
RE EIV'EO;7/261201Q' PM
RECEIVING ?954558
BOOK 751 PAGE: 100
JEANNEw-WAGNEt
LINCOLN COUNTY'CLERK,' kEEVIME_RER, \J(JY
00
descriptions are provided on Annex I hereto. Except as amended and supplemented hereby,
Exhibit A to the Original Mortgage is hereby ratified, confirmed and incorporated herein by
reference for all purposes. Every reference in the Original Mortgage to "Exhibit A" shall be
deemed to refer to Exhibit A to the Original Mortgage, as amended and supplemented hereby.
3. Conveyance and Grant of Lien. Mortgagor, to secure payment and
performance of the Obligation, and for and in consideration of these premises and of the sum
of TEN AND NO /100 DOLLARS ($10.00) cash and other valuable consideration in hand
paid to Mortgagor, the receipt and sufficiency of which are hereby acknowledged, has
GRANTED, BARGAINED, SOLD, ASSIGNED, TRANSFERRED, MORTGAGED,
CONVEYED AND WARRANTED, and by these presents does hereby GRANT,
BARGAIN, SELL, ASSIGN, TRANSFER, MORTGAGE, CONVEY AND WARRANT,
to Mortgagee, WITH POWER OF SALE the Mortgaged Property.
TO HAVE AND TO HOLD the Mortgaged Property, together with all and singular the rights,
privileges, contracts, and appurtenances now or hereafter at any time before the foreclosure or release
hereof in anywise appertaining or belonging thereto, unto Mortgagee and to Mortgagee's successors or
substitutes hereunder and to their successors and assigns, forever, and Mortgagor hereby binds and
obligates Mortgagor and Mortgagor's successors to warrant and forever defend, all and singular, the
Mortgaged Property unto Mortgagee and to Mortgagee's successors or substitutes hereunder and to their
successors and assigns, against the lawful claims of any and all Persons whomsoever claiming or to claim
the same, or any part thereof, subject to the Permitted Liens.
4. Incorporation by Reference. The terms, covenants, conditions, representations and
warranties contained in the Original Mortgage are incorporated herein by reference with respect to the
Mortgaged Property as fully as if copied verbatim in the body of this Amendment, and shall apply in all
respects to the Mortgaged Property.
5. Certain Representations. Mortgagor represents and warrants that, as of the date hereof:
(a) Mortgagor has full power and authority to execute this Amendment, and this Amendment constitutes
the legal, valid and binding obligation of Mortgagor, enforceable in accordance with its terns, except as
enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and
other similar laws affecting the enforcement of creditors' rights generally; and (b) no authorization,
approval, consent or other action by, notice to, or filing with, any governmental authority or other person
is required for the execution and delivery by Mortgagor of this Amendment, or the performance of this
Amendment.
6. Ratification and Confirmation. It is expressly agreed that the execution of this
Amendment shall not alter or otherwise affect the terms, provisions and conditions of the Original
Mortgage EXCEPT as expressly set out above in Paragraph 2 to amend and restate certain descriptions.
Grantor hereby RATIFIES, CONFIRMS AND AGREES that the Original Mortgage, as amended
hereby, shall continue to be in full force and effect to the same extent as provided therein.
7. Limitation on Agreements. The modifications set forth herein are limited precisely as
written and shall not be deemed (a) to be a consent under or a waiver of or an amendment to any other
term or condition in the Original Mortgage, or (b) to prejudice any right or rights which Mortgagee now
has or may have in the future under or in connection with the Original Mortgage, as amended hereby, or
any of the other documents referred to herein or therein.
8. Effect of Amendment; Conflicts. This Amendment shall be construed as, and is hereby
made a part of, the Original Mortgage, and such instruments (the Original Mortgage and this
SECOND AMENDMENT TO MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF
PRODUCTION AND FINANCING STATEMENT Page 2
[This space is left intentionally blank. Signature pages follow.]
SECOND AMENDMENT TO MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF
PRODUCTION AND FINANCING STATEMENT Page 3
4 o2
Amendment) shall be construed and interpreted together as a single instrument, excepting only that in the
case of any inconsistency which cannot be reconciled, the terms of this Amendment shall be controlling.
9. Counterparts. This Amendment may be executed in one or more counterparts, each of
which will be deemed to be an original copy of this Amendment and all of which, when taken together,
will be deemed to constitute one and the same agreement.
10. Entirety. THIS AGREEMENT AND ALL OF THE OTHER LOAN DOCUMENTS
(AS DEFINED IN THE ORIGINAL MORTGAGE) REPRESENT 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, the parties hereto have executed this Amendment as of the dates of
their notary certifications below to be effective as of July 1, 2010.
STATE OF COLORADO
COUNTY OF DENVER
This instrument was acknowledged before me on June 2010, by Brian H. Ary, as Chief
Executive Officer of Crown Energy Partners, LLC, a Delaware limited liability company, on behalf of
said limited liability company.
RAELENE K MINE
sENOTARY PUBLIC
STATE OF COLORADO
MORTGAGOR
CROWN ENERGY PARTNERS, LLC
By:
Brian H. Ary, Chi Wecutive Officer
My Commission Expires:
X/12//v
SECOND AMENDMENT TO MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF
PRODUCTION AND FINANCING STATEMENT Signature Page
STATE OF COLORADO
COUNTY OF BOULDER
SEAL
MORTGAGEE:
COMERICA BANK,
as Administrative Agent
By:
Caroline M. McClurg, Vice Presi
This instrument was acknowledged before me on July 2010, by Caroline M. McClurg, as
Vice President of Comerica Bank, a Texas banking association, on behalf of said banking association.
l,.dQhraav
Notary Public
My Commission Expires: 9/ c :P0 f
BERNADETTE M. HERNANDEZ
Notary Public
State of Colorado
SECOND AMENDMENT TO MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF
PRODUCTION AND FINANCING STATEMENT Signature Page
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