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HomeMy WebLinkAbout961494WHEN RECORDED, RETURN TO: Bracewell Giuliani LLP 711 Louisiana, Suite 2300 Houston, Texas 77002 Attn: Mr. G. Adam Dempsey THE STATE OF WYOMING COUNTY OF LINCOLN HOUSTON \3851768 RECEIVED 10/19/2011 at 2:48 PM RECEIVING 961494 BOOK: 774 PAGE: 753 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY 000753 SPACE ABOVE THIS LINE FOR RECORDER'S USE REAFFIRMATION AND AMENDMENT OF MORTGAGE, DEED OF TRUST, LINE OF CREDIT MORTGAGE, SECURITY AGREEMENT, FIXTURE FILING, ASSIGNMENT OF PRODUCTION AND FINANCING STATEMENT This Reaffirmation and Amendment of Mortgage, Deed of Trust, Line of Credit Mortgage, Security Agreement, Fixture Filing, Assignment of Production and Financing Statement (this "Agreement dated as of October 11, 2011, is made by and between MATRIX PRODUCTION COMPANY, a Texas corporation, whose address for notice is 5725 Commonwealth Boulevard, Sugar Land, Texas 77479 "Mortgagor and UNION BANK, N.A. in its capacity as the Administrative Agent (the "Mortgagee under the Credit Agreement (as hereinafter defined) and on behalf of the Credit Parties (as defined in the Mortgage referred to below), whose address for notice is 1331 Lamar, Suite 1360, 4 Houston Center, Houston, Texas 77010. RECITALS A. Reference is made to that certain Amendment No. 5 and Agreement dated as of October 11, 2011, among Mortgagor, the lenders party thereto, Mortgagee, and Union Bank, N.A., as issuing lender (in such capacity, the "Issuing Lender which, among other things, extends the maturity date under that certain Amended and Restated Credit Agreement dated as of July 31, 2009 as amended by that certain Amendment No. 1 dated as of August 21, 2009, that certain Amendment No. 2 dated as of January 12, 2010, that certain Amendment No. 3 dated as of December 1, 2010 and that certain Amendment No. 4 and Waiver dated as of January 7, 2011 (as heretofore amended, restated and supplemented and as further amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement among Mortgagor, the lenders party thereto from time to time, Mortgagee, and Issuing Lender. B. In connection with the Credit Agreement, Mortgagor executed and delivered that certain Mortgage, Deed of Trust, Line of Credit Mortgage, Security Agreement, Fixture Filing, HOUSTON \3851768 Reaffirmation and Amendment (Wyoming Matrix Production Company 2009 Mortgage) 2 000754 Assignment of Production and Financing Statement dated effective as of July 31, 2009, which was duly filed of record on the date, under the file number and in the county as set forth on Annex I attached hereto and incorporated herein (the "Mortgage C. Mortgagor and Mortgagee wish to enter into this Agreement in order to (i) reaffirm the liens and security interests granted in the Mortgage to secure the Obligations (as defined in the Credit Agreement) and (ii) make such other amendments thereto as provided herein. THEREFORE, in connection with the foregoing and for other good and valuable consideration, the Mortgagor and the Mortgagee hereby agree as follows: Section 1. Definitions. All capitalized terms defined in the Mortgage which are used in this Agreement and which are not otherwise defined herein shall have the meanings assigned to such terms in the Mortgage as reaffirmed and amended hereby or, if not defined in the Mortgage, the Credit Agreement. Section 2. Reaffirmation. To secure the Obligations (as such Obligations are extended and modified pursuant to the terms of the Credit Agreement) and performance of the covenants and obligations contained in the Mortgage, Mortgagor HEREBY REAFFIRMS, RATIFIES, CONFIRMS AND ACKNOWLEDGES (a) the liens and security interest granted pursuant to the Mortgage and securing the Obligations (as such Obligations are extended and modified pursuant to the terms of the Credit Agreement), (b) the Mortgage, as amended, renewed and extended hereby, and (c) all obligations, covenants, representations and warranties of the Mortgagor under the Mortgage, as amended, renewed and extended hereby, in favor of the Mortgagor for the benefit of the Credit Parties. The Mortgagor further agrees and acknowledges that such liens and security interest and the Mortgagor's obligations under the Mortgage are, and SHALL CONTINUE IN FULL FORCE AND EFFECT, TO SECURE THE PROMPT AND UNCONDITIONAL PAYMENT AND PERFORMANCE IN FULL OF THE OBLIGATIONS (AS EXTENDED,. INCREASED AND MODIFIED PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT). Section 3. Amendments. The term "Mortgage" as used in the Mortgage is hereby amended to mean the Mortgage as amended and reaffirmed hereby. Section 4. Effectiveness of Mortgage. As amended by this Agreement, the Mortgage shall remain in full force and effect. None of the rights, titles and interests existing and to exist under the Mortgage are hereby released, diminished or impaired. Mortgagor hereby reaffirms all covenants, representations and warranties made in the Mortgage and all agreements, covenants, representations and warranties are incorporated herein by reference, including, without limitation, Article IV of the Mortgage. Nothing herein shall act as a waiver of any of the Administrative Agent's or any Lender's rights under the Loan Documents as amended, including the waiver of any default or event of default, however denominated. The Mortgagor acknowledges and agrees that this Agreement shall in no manner impair or adversely affect the validity or enforceability of the Mortgage. This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement may be a default or event of default under other Loan Documents. 000755 Section 5. Unenforceable or Inapplicable Provisions. If any term, covenant, condition or provision hereof is invalid, illegal or unenforceable in any respect, the other provisions hereof will remain in full force and effect and will be liberally construed in favor of the Mortgagee in order to carry out the provisions hereof. Section 6. Counterparts. This Agreement may be executed in any number of counterparts, each of which will for all purposes be deemed to be an original, and all of which are identical. Section 7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, except the creation, recording, enforcement, and foreclosure of the lien and security interest on Collateral created by the Mortgage as amended hereby shall be governed by the laws of state in which such Collateral is located. Section 8. Successors and Assigns. This Agreement is binding upon Mortgagor, Mortgagor's successors and assigns, and shall inure to the benefit of each Credit Party (other than Swap Counterparties), and each of its successors and assigns, and to the benefit of the Swap Counterparties, and each of their respective successors and assigns, if such Swap Counterparty or an Affiliate of such Swap Counterparty is a Lender, and the provisions hereof shall likewise be covenants running with the land. Section 9. Article and Section Headings. The article and section headings in this Agreement are inserted for convenience of reference and shall not be considered a part of this Agreement or used in its interpretation. Section 10. Due Authorization. Mortgagor hereby represents, warrants and covenants to Mortgagee and the Trustee that the obligations of Mortgagor under this Agreement are the valid, binding and legally enforceable obligations of Mortgagor, that the execution, ensealing and delivery of this Agreement by Mortgagor has been duly and validly authorized in all respects by Mortgagor, and that the persons who are executing and delivering this Agreement on behalf of Mortgagor have full power, authority and legal right to so do, and to observe and perform all of the terms and conditions of this Agreement on Mortgagor's part to be observed or performed. Section 11. No Offsets, Etc. Mortgagor hereby represents, warrants and covenants to Mortgagee and the Trustee that there are no offsets, counterclaims or defenses at law or in equity against this Agreement or the indebtedness secured hereby. THIS WRITTEN AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. HOUSTON \3851768 [Remainder of this page intentionally Left blank.] Reaffirmation and Amendment (Wyoming Matrix Production Company 2009 Mortgage) 3 NOTICE TO MORTGAGOR: A POWER OF SALE HAS BEEN GRANTED IN THE MORTGAGE AND IN THIS AGREEMENT. A POWER OF SALE MAY ALLOW THE MORTGAGEE TO TAKE THE COLLATERAL AND SELL IT WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY THE MORTGAGOR UNDER THE MORTGAGE AND UNDER THIS AGREEMENT. EXECUTED AND .DELIVERED on the date of the acknowledgments set forth below, but EFFECTIVE for all purposes as of the date first above written. STATE OF CALIFORNIA COUNTY OF SONOMA MORTGAGOR: MATRIX PRODUCTION COMPANY, a Texas corporation By: Victor T Linck President On October 11, 2011, before me, E ,A Jus) 9Je,lat M PA..b y; c.., personally appeared Victor T. Linck, w'Ho proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature e o,41 (Seal) NIIIIIIIII NIN111111 1111111111 NNIN1111Nn1 1NN1111ItNININN11I1N11N1111nINN E. A. FOUST COMM. #1926922 i m Notary Public California o W Sonoma County �ici.; Myy Comm. Exp�ires Mar. 26, 2015= 11nnn11 NIIIIIIIIOIIIn111111111n11111N111111111111N111111111111111111111111111lr Signature Page to Reaffirmation and Amendment (Wyoming Matrix Production Company 2009 Mortgage) 000756 STATE OF TEXAS COUNTY OF HARRIS MORTGAGEE: UNION BANK, N.A. as Mortgagee for the ratable benefit of the Credit Parties By: Paul Cornell Senior Vice President This instrument was acknowledged before me on this 11 day of October, 2011, by Paul Cornell, as Senior Vice President of Union Bank, N.A., a national banking association, on behalf of said banking association. Signature Page to Reaffirmation and Amendment (Wyoming Matrix Production Company 2009 Mortgage) Notary Public in and for the State of Texas Printed Name: Erin Cluchey My commission expires: May 13, 2014 000757 Jurisdiction File Date Recording Information Lincoln County, Wyoming 8/11/2009 File No. 948880, Book 729, Page 583 000758 ANNEX I TO REAFFIRMATION AND AMENDMENT OF MORTGAGE, DEED OF TRUST, LINE OF CREDIT MORTGAGE, SECURITY AGREEMENT, FIXTURE FILING, ASSIGNMENT OF PRODUCTION AND FINANCING STATEMENT Mortgage, Deed of Trust, Line of Credit Mortgage, Security Agreement, Fixture Filing, Assignment of Production and Financing Statement dated July 31, 2009, which was duly filed for record on the following date, under the following file number, and in the following county: HOUSTON \3851768 Annex 1 to Reaffirmation and Amendment (Wyoming Matrix Production Company 2009 Mortgage)