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7a. ORGANIZATION'S NAME
7b. INDIVIDUAL'S LAST NAME
FIRST NAME
MIDDLE NAME
SUFFIX
7c. MAILING ADDRESS
CITY
STATE
POSTAL CODE
COUNTRY
7d
SEE INSTRUCTIONS
ADD'L INFO RE I7e. TYPE OF ORGANIZATION
ORGANIZATION
DEBTOR I
7f. JURISDICTION OF ORGANIZATION
7g. ORGANIZATIONAL ID if any
n NONE
UCC FINANCING STATEMENT AMENDMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
000'759
A. NAME PHONE OF CONTACT AT FILER [optional]
MELODYE GLINA
B. SEND ACKNOWLEDGMENT TO: (Name and Address)
'BRACEWELL GIULIANI LLP
711 LOUISIANA ST STE 2300
HOUSTON, TX 77002
L
1 a. INITIAL FINANCING STATEMENT FILE
948881, BK 729, PG 636 FILED ON 8/11/2009
THE ABOVE SPAC
2. I I TERMINATION: Effectiveness of the Financing Statement identified above is terminated with respect to security interest(s) of the Se
RECEIVED 10/19/2011 at 2:53 PM
RECEIVING 961495
BOOK: 774 PAGE: 759
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
E IS FOR FILING OFFICE USE ONLY
1 b. This FINANCING STATEMENT AMENDMENT is
to be filed (for record) (or recorded) in the
REAL ESTATE RECORDS.
cured Party authorizing this Termination Statement.
3. I I CONTINUATION: Effectiveness of the Financing Statement identified above with respect to security interest(s) of the Secured Party authorizing this Continuation Statement is
continued for the additional period provided by applicable law.
4. I__I ASSIGNMENT (full or partial): Give name of assignee in item 7a or 7b and address of assignee in item 7c; and also give name of assignor in item 9.
5. AMENDMENT (PARTY INFORMATION): This Amendment affects Debtor or Secured Party of record. Check only one. of these two boxes.
Also check ong of the following three boxes and provide appropriate information in items 6 and/or 7.
CHANGE name and /or address: Please refertothe detailed instructions DELETE name: Give record name ADD name: Complete item 7a or 7b, and also item 7c;
LI in regards to changing the name /address of a party. to be deleted in item 6a or 6b. also complete items 7e -7o (if applicable).
6. CURRENT RECORD INFORMATION:
6a. ORGANIZATION'S NAME
MATRIX PRODUCTION COMPANY
6b. INDIVIDUAL'S LAST NAME
FIRST NAME
MIDDLE NAME
OR
7. CHANGED (NEW) OR ADDED INFORMATION:
8. AMENDMENT (COLLATERAL CHANGE): check only one box.
Describe collateral deleted or E added, or give entire ❑restated collateral description, or describe collateral [I assigned.
SUFFIX
ALL OF DEBTOR'S RIGHTS, TITLE AND INTERSTS IN, UNDER AND TO THE COLLATERAL
DEFINED IN AND MORE FULLY DESCRIBED BY THAT CERTAIN REAFFIRMATION AND
AMENDMENT OF MORTGAGE, DEED OF TRUST, LINE OF CREDIT MORTGAGE, SECURITY
AGREEMENT, FIXTURE FILING, ASSIGNMENT OF PRODUCTION AND FINANCING
STATEMENT ATTACHED HERETO AS EXHIBIT "A" AND INCORPORATED HEREIN FOR ALL
PURPOSES.
9. NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT (name of assignor, if this is an Assignment). If this is an Amendment authorized by a Debtor which
OR
adds collateral or adds the authorizing Debtor, or if this is a Termination authorized by a Debtor, check here and enter name of DEBTOR authorizing this Amendment.
9a. ORGANIZATION'S NAME
UNION BANK, N.A., AS ADMINISTRATIVE AGENT
9b. INDIVIDUALS LAST NAME
FIRST NAME
MIDDLE NAME
10 OPTIONAL FILER REFERENCE DATA
085006.000051 WY LINCOLN
FILING OFFICE COPY UCC FINANCING STATEMENT AMENDMENT (FORM UCC3) (REV. 05/22/02)
SUFFIX
Capitol Services, Inc.
1 2
UCC FINANCING STATEMENT AMENDMENT ADDENDUM
NITIAL FINANCING STATEMENT FILE (same as item la on Amendment form)
8881, BK 729, PG 636 FILED ON 8/11/2009
NAME OF PARTY AUTHORIZING THIS AMENDMENT (same as item 9 on Amendment form)
12a. ORGANIZATION'S NAME
UNION BANK, N.A., AS ADMINISTRATIVE AGENT
12b. INDIVIDUAL'S LAST NAME
Use this space for additional information
FIRST NAME
MIDDLE NAME.SUFFIX
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
11.
94
12.
OR
13.
MATRIX PRODUCTION COMPANY DEBTOR
THE ABOVE SPACE I5 FOR FILING OFFICE USE ONLY
FILING OFFICE COPY NATIONAL UCC FINANCING STATEMENT AMENDMENT ADDENDUM (FORM UCC3Ad) (REV. 07/29/98)
Capitol Services, Inc. 2 2
000760
WHEN 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
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
RECITALS
000761
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.
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
000762
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.
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
000763
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
MATRIX PRODUCTION COMPANY,
a Texas corporation
By:
On October 11, 2011, before me, E. A �vl is al61-aty te_b J; 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 (Seal)
,iiimIu NINIIIw111111u11HIIluh111uNlnuuhIuuuNIINN NUNNUNUUWN
MORTGAGOR:
Victor T Linck
President
E. A. FOUST
COMM. *1926922 i
Notary Public California o
`W1 qj/1 Sonoma County
M� Comm. Expres Mar. 26, 2015°
71NNNI NnuN11 NININNNIINNNUn i
Ingtur UUNNUUnlnnuuliG
Signature Page to Reaffirmation and Amendment
(Wyoming Matrix Production Company 2009 Mortgage)
000764
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.
Notary Public in and for
the State of Texas
Printed Name: Erin Cluchey
Signature Page to Reaffirmation and Amendment
(Wyoming Matrix Production Company 2009 Mortgage)
000765
My commission expires: May 13, 2014
Jurisdiction
File Date
Recording Information
Lincoln County, Wyoming
8/11/2009
File No. 948880, Book 729, Page 583
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)
000766