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HomeMy WebLinkAbout958997This Instrument was prepared by, and when recorded should be returned to: Vinson Elkins L L P 2001 Ross Avenue, Suite 3700 Dallas, Texas 75201 Attn: Susan D. Hamilton US 778169v2 CHA715 23015 1 RECITALS: 000664 RECEIVED 4/22/2011 at 10:08 AM RECEIVING 958997 BOOK: 765 PAGE: 664 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY AMENDMENT TO AND RATIFICATION OF AMENDED AND RESTATED MORTGAGE, LINE OF CREDIT MORTGAGE, MORTGAGE COLLATERAL REAL ESTATE MORTGAGE, DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT AND ASSIGNMENT OF PRODUCTION This Amendment to and Ratification of Amended and Restated Mortgage, Line of Credit Mortgage, Mortgage Collateral Real Estate Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production (this "Amendment is executed to be effective as of April 1, 2011, between JPMORGAN CHASE BANK, N.A. acting in its capacity as Administrative Agent and "Mortgagee" under the Existing Mortgages (as hereinafter defined) for the Secured Parties (in such capacity, "Mortgagee and CHAPARRAL ENERGY, L.L.C., an Oklahoma limited liability company, as "Mortgagor" under the Existing Mortgages "Mortgagor WHEREAS, Chaparral Energy, Inc., a Delaware corporation "Parent the Borrowers (as defined in the Existing Credit Agreement), Mortgagee and each of the financial institutions named and defined therein as Lenders are parties to that certain Eighth Restated Credit Agreement dated as of April 12, 2010 (as heretofore amended, the "Existing Credit Agreement and WHEREAS, as security for the obligations and indebtedness of the Credit Parties under the Loan Documents, Mortgagor executed and delivered to Mortgagee those certain Amended and Restated Mortgages, Line of Credit Mortgages, Mortgages Collateral Real Estate Mortgages, Deeds of Trust, Security Agreements, Financing Statements and Assignments of Production described in Schedule 1 hereto (each an "Existing Mortgage" and collectively, the "Existing Mortgages and WHEREAS, the Existing Mortgages encumber the Mortgaged Property (as therein described), including the oil and gas leasehold interests located in the States of Montana, North Dakota, Oklahoma and Wyoming more particularly described in Exhibit A attached hereto; and WHEREAS, contemporaneously with the execution and delivery thereof, the Existing Credit Agreement will be amended pursuant to the Fourth Amendment to Eighth Restated Credit Agreement dated as of the date hereof by and among Parent, the Borrowers, Mortgagee and Lenders (the "Credit Agreement Amendment pursuant to which, among other things, the Maturity Date is being extended; and WHEREAS, in furtherance of the foregoing, Mortgagor and Mortgagee desire to execute this Amendment to (a) evidence and reflect the amendment of the Existing Credit Agreement pursuant to the Credit Agreement Amendment, (b) ratify Mortgagor's obligations under the Existing Mortgages and (c) secure the Secured Indebtedness under and as defined in the Existing Mortgages. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: I. RENEWAL OF EXISTING MORTGAGES Mortgagor hereby acknowledges and agrees that the Liens, security interests and assignments under the Existing Mortgages securing the payment and performance of the Secured Indebtedness shall not be released, but shall be carried forward, renewed and extended to secure the Secured Indebtedness, it being understood and agreed that this Amendment shall effect a renewal, extension, amendment and restatement of the rights, obligations and liabilities of the parties under the Existing Mortgages as provided therein and herein, but shall not constitute a repayment or release, or effect a novation, thereof. To secure the full and complete payment and performance of the Secured Indebtedness and to secure the performance of the covenants, obligations, agreements and undertakings of Mortgagor contained in the Existing Mortgages (as amended hereby), Mortgagor has under the Existing Mortgages GRANTED, BARGAINED, WARRANTED, MORTGAGED, ASSIGNED, TRANSFERRED, and CONVEYED, and by these presents does, GRANT, BARGAIN, WARRANT, MORTGAGE, ASSIGN, TRANSFER, and CONVEY (i) unto Trustee and Trustee's substitutes or successors, and his and their assigns, or (ii) alternatively, to the extent that a particular jurisdiction wherein a portion of the Mortgaged Property is situated does not recognize, permit or require Mortgagor to mortgage or convey the Mortgaged Property to the Trustee for the benefit of Mortgagee and the Secured Parties, then, with respect to the Mortgaged Property located in such particular jurisdiction, which jurisdictions include Louisiana and Montana, unto Mortgagee and Mortgagee's successors in title and assigns, and with respect to the Mortgaged Property located in New Mexico, unto Mortgagee and Mortgagee's successor in title and assigns with mortgage covenants (upon statutory condition for the breach of which this Mortgage may be subject to foreclosure as provided by law), with power of sale, as provided in the Existing Mortgages (as amended hereby) and to the extent permitted by law, for the uses and US 778169v2 CHA715 23015 2 000666 purposes set forth in the Existing Mortgages (as amended hereby), and with warranties and covenants of title only to the extent provided in the Existing Mortgages (as amended hereby) and in the Existing Credit Agreement (as amended by the Credit Agreement Amendment), all of Mortgagor's right, title and interest, whether now owned or hereafter acquired, in all of the Mortgaged Property. As used in this Amendment, "Mortgaged Property" shall, for all purposes, have the meaning given to such term in the Existing Mortgages. TO HAVE AND TO HOLD the Mortgaged Property unto Mortgagee and its successors, legal representatives and assigns, forever, Subject to Section 7.3 of each Existing Mortgage, to secure in each instance, the payment and performance of the Secured Indedbtedness. II. AMENDMENTS TO EXISTING MORTGAGES Section 2.1 Amended Maturity Date. (i) Clause (b) of Article 3 and (ii) Section 7.25 of each Existing Mortgage are each hereby amended by deleting the reference to "April 12, 2014" contained therein and inserting in lieu thereof in each instance a reference to "April 1, 2016 Section 2.2 Limitation of Amendments. Except as expressly set forth in the sections above, the Existing Mortgages shall not be modified or amended in any respect and nothing contained herein shall be deemed to release, modify or impair the liens, security interests, assignments and pledges intended to be created by the Existing Mortgages in any respect, all of which shall secure the Secured Indebtedness and all of which liens, security interests, assignments and obligations are hereby ratified and confirmed. III. REPRESENTATIONS AND WARRANTIES Section 3.1 Due Authorization; No Conflict. Mortgagor represents and warrants to Mortgagee that the execution, delivery and performance by Mortgagor of this Amendment are within Mortgagor's limited liability company powers, have been duly authorized by all necessary limited liability company action, require no action by or filing with, any Governmental Authority and do not violate or constitute a default under any provision of applicable laws, rules, regulations or orders of any Governmental Authority applicable to Mortgagor or its property, or Material Agreement binding upon Mortgagor or result in the creation or imposition of any Lien upon any of the assets of Mortgagor other than the Liens securing the Secured Indebtedness. Section 3.2 Validity and Enforceability. Mortgagor hereby represents and warrants to Mortgagee that this Amendment constitutes the valid and binding obligation of Mortgagor enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally, and the availability of equitable remedies may be limited by equitable principles of general application. Section 3.3 Reaffirmation of Existing Representations and Warranties. Each representation and warranty of Mortgagor contained in the Existing Mortgages is true and correct in all material respects on the date hereof, both before and after giving effect to the amendments contained in Article II of this Amendment. US 778169v2 CHA715 23015 3 IV. MISCELLANEOUS 000667 Section 4.1 Parties in Interest. All of the terms and provisions of this Amendment shall, where applicable, run with the land and shall apply to, bind, and inure to the benefit of, the parties hereto and their respective successors and assigns. Section 4.2 Counterparts. This instrument may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original, and all of which are identical except that, to facilitate recordation or filing, in any particular counterpart those portions of Exhibit A which describe properties situated in counties other than the county in which such counterpart is to be recorded or filed may be omitted. Section 4.3 Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AND THE LAWS OF THE UNITED STATES OF AMERICA, EXCEPT THAT THE LAWS OF ANY STATE IN WHICH THE MORTGAGED PROPERTY IS LOCATED SHALL GOVERN THE VALIDITY, PERFECTION, PRIORITY AND ENFORCEABILITY OF, AND THE EXERCISE OF ANY REMEDIES WITH RESPECT TO, ANY LIEN ON REAL PROPERTY, AS- EXTRACTED COLLATERAL OR FIXTURES INTENDED TO BE CREATED HEREBY ON THE MORTGAGED PROPERTY LOCATED IN SUCH STATE. Section 4.4 Defined Terms. Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the Existing Credit Agreement (as amended by the Credit Agreement Amendment). [SIGNATURE PAGES TO FOLLOW] US 778169v2 CHA715 23015 4 IN WITNESS WHEREOF, Mortgagor, acting by and through its duly authorized officer has executed this Amendment on the date of its acknowledgment. The address of Mortgagor is: Chaparral Energy, L.L.C. 701 Cedar Lake Boulevard Oklahoma City, Oklahoma 73114 Attn: Mark A. Fischer CHAPARRAL ENERGY, L.L.C., an Oklahoma limited liability company By: 0006 €8 73 Joseph O. ans Executive ce President This Amendment was prepared by, and recorded counterparts should be returned to: Susan Hamilton Vinson Elkins L.L.P. 2001 Ross Avenue, Suite 3700 Dallas, Texas 75201 [SIGNATURE PAGE TO MORTGAGE AMENDMENT] STATE OF OKLAHOMA COUNTY OF OKLAHOMA NORTH DAKOTA, OKLAHOMA, TEXAS AND WYOMING Personally appeared before me, the undersigned authority in and for said county and state, on this day of April, 2011, within my jurisdiction, the within named Joseph O. Evans, who acknowledged that he is an Executive Vice President of Chaparral Energy, L.L.C., an Oklahoma limited liability company, and that for and on behalf of said limited liability company as its act and deed, he executed the above and foregoing instrument, after first having been duly authorized by said limited liability company to do so. [SEAL] Notary Public, State Oklahoma My commission expires: [ACKNOWLEDGMENT PAGE TO MORTGAGE AMENDMENT] 0006139 KATHY RAINES Notary Public e State of Oklahoma Commission 04i01048 Expires 02/03/12 IN WITNESS WHEREOF, Mortgagee, acting by and through its duly authorized officer, has executed this Amendment on the date of its acknowledgment. The address of Mortgagee is: By: JPMorgan Chase Bank, N.A., as Administrative Agent for the Secured Parties 2200 Ross Avenue, 3rd Floor Mail Code TX1 -2911 Dallas, Texas 75201 Attn: Kimberly A. Bourgeois [SIGNATURE PAGE TO MORTGAGE] Mark E. Olson, Authorized Officer OOi.i67 a JPMORGAN CHASE BANK, N.A., as Administrative Agent STATE OF TEXAS COUNTY OF DALLAS [SEAL] NORTH DAKOTA, OKLAHOMA, TEXAS AND WYOMING Personal appeared before me, the undersigned authority in and for said county and state, on this day of April, 2011, within my jurisdiction, the within named Mark E. Olson, who acknowledged that he is an Authorized Officer of JPMorgan Chase Bank, N.A., a national association, and that for and on behalf of said national association as its act and deed, he executed the above and foregoing instrument, after first having been duly authorized by said national association to do so. SUSAN HAMILTON NOTARY PUBLIC STATE OF TEXAS MY COMM. EXP. 11 -8 -2014 Notary Public, State of Texas My commission expires: [SIGNATURE PAGE TO MORTGAGE AMENDMENT] 000671 Recording Jurisdiction Recording Information Record Date Converse County, Wyoming Document No. 974825 in Book 1395, Page 1 July 7, 2010 Lincoln County, Wyoming Book 748, Page 664 June 10, 2010 Sublette County, Wyoming Document No. 349273 in Oil Gas Book 143, Page 41 June 11, 2010 Sweetwater County, Wyoming Document No. 1583193 in Book 1166, Page 0001 June 11, 2010 SCHEDULE 1 000672 Existing Mortgages Amended and Restated Mortgage, Line of Credit Mortgage, Mortgage Collateral Real Estate Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production dated as of April 12, 2010, from Chaparral Energy, L.LC., as Mortgagor, to JPMorgan Chase Bank, N.A., as Administrative Agent recorded as follows: 1505123v3 BA01207 20000 1 Property Name County State Sec Twnshp Rnge Svy (TX) BIk1Abs (TX) SHUTE CREEK UNIT LINCOLN WY 32 23N 112W LABARGE #1 LINCOLN WY 04 26N 113W SOUTH HOGSBACK #4 -12 LINCOLN WY 04 26N 113W HOGSBACK, S #12 -4 LINCOLN WY 04 26N 113W 0006'73 20 0 a 0 w w w J Z -J 0 0 1 W a N U O O m ry Z 0 U 2 O U 8 0 0 a. m 0006'74