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HomeMy WebLinkAbout962049SECOND AMENDMENT TO MORTGAGE, ASSIGNMENT, SECURITY AGREEMENT, FIXTURE FILING AND FINANCING STATEMENT RECEIVED 11/18/2011 at 2:22 PM Dated November 3, 2011 RECEIVING 962049 BOOK: 776 PAGE: 594 Recitals: JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY A. Reference is made to that certain Mortgage, Assignment, Security Agreement., Fixture Filing and Financing Statement dated February 26, 2009, as supplemented and amended by that certain First Supplement and Amendment to Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement dated February 5, 2010 (collectively, the "Original Mortgage from Double Eagle Petroleum Co., a Maryland corporation (herein and in the Original Mortgage called "Mortgagor to BOKF, NA dba Bank of Oklahoma, successor by merger with Bank of Oklahoma, N.A., Agent (herein and in the Original Mortgage called "Agent recorded as shown on Annex I hereto. B. Bank of Oklahoma, N.A. was merged into BOKF, NA, with BOKF, NA being the surviving entity, and with BOKF, NA doing business in the State of Oklahoma and State of Colorado as BOKF, NA dba Bank of Oklahoma. C. The Credit Agreement (referred to in Section 1.4(a) of the Original Mortgage) has been amended as described in Section 1 below. D. Mortgagor and Mortgagee desire to execute this instrument (herein called this "Amendment"; the Original Mortgage as further supplemented and amended by this Amendment is herein sometimes called the "Mortgage in order to further secure payment of the secured indebtedness (as defined in the Mortgage and used with the same meaning herein). NOW, THEREFORE, to secure payment of the secured indebtedness, and the performance of the obligations, covenants, agreements, warranties and undertakings contained herein or in the Original Mortgage, and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration in hand paid to Mortgagor, the receipt and sufficiency of which are hereby acknowledged, the parties hereto have agreed and do hereby agree as follows: 1. Amendments. Amendments: 1.1 The following new paragraph is hereby added to Section 1.1 of the Original Mortgage to be inserted immediately after subsection F thereof and before the last paragraph thereof to read as follows: "Notwithstanding any provision in this Mortgage to the contrary, in no event is (a) any Building (as defined in the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulation), which is located within an area having special flood hazards and in which flood insurance is 005697 000002 DALLAS 2786605.3 1 000594 000595 available under the National Flood Insurance Act of 1968, or (b) any interest held by Mortgagor in and to the surface of the lands underlying said Building or Manufactured (Mobile) Home, insofar and only insofar as such lands lie directly below said Building or Manufactured (Mobile) Home (such Buildings, Manufactured (Mobile) Homes and lands are collectively referred to herein as, the "Excluded Properties included in the definition of "Mortgaged Properties and no Excluded Properties are encumbered by this Mortgage. As used herein, "Flood Insurance Regulations" shall mean (i) the National Flood Insurance Act of 1968 as now in effect, (ii) the Flood Disaster Protection Act of 1973 as now in effect, (iii) the National Flood Insurance Reform Act of 1994 (amending 42 USC 4001, et seq.), as now in effect, and (iv) the Flood Insurance Reform Act of 2004 as now in effect." 1.2 Sections 1.4(a) and (b) of the Original Mortgage are deleted in their entirety and replaced with the following: "(a) All indebtedness and other obligations of Mortgagor now or hereafter incurred or arising pursuant to the provisions of that certain Amended and Restated Credit Agreement dated as of February 5, 2010 among Mortgagor, BOKF, NA dba Bank of Oklahoma, successor by merger with Bank of Oklahoma, N.A., individually and in its capacity as Administrative Agent and collateral agent for the benefit of the Lenders (in such capacity herein called "Agent"), and the lenders from time to time parties thereto (herein called "Lenders and all supplements thereto and amendments or modifications thereof, and all agreements given in substitution therefor or in restatement, renewal or extension thereof, in whole or in part (such Credit Agreement as the same may from time to time be supplemented, amended or modified, and all other agreements given in substitution therefor or in restatement, renewal or extension thereof, in whole or in part, being herein called the "Credit Agreement"); (b) The "Loans" (as defined in the Credit Agreement and used with the same meaning herein) in the aggregate amount of $150,000,000 that may be made from time to time by Lenders to Mortgagor pursuant to the Credit Agreement, and all promissory notes evidencing such Loans, bearing interest as provided in the Credit Agreement and having a final maturity date on or before October 24, 2016, unless otherwise extended pursuant to the Credit Agreement or by amendment thereto;" 2. Ratification, Reconfirmation. The Mortgage is hereby ratified, restated, adopted, confirmed, and renewed. All representations, warranties and covenants of Mortgagor in the Original Mortgage are hereby repeated, remade and incorporated herein by this reference for the benefit of Agent, or as applicable to the properties secured by this Amendment, on and as of the date hereof, except to the extent changed by the transactions contemplated by this Amendment. To the extent necessary to confirm and effectuate the foregoing: (a) Real Property. Mortgagor hereby mortgages, grants, bargains sells, conveys, transfers, assigns and sets over to Agent that part of the Property (as defined in the Original Mortgage and used with the same meaning herein) that is real property; (including any fixtures that are real property under applicable state law), in order to secure the secured indebtedness, TO HAVE AND TO HOLD all of the Property that is 005697 000002 DALLAS 2786605.3 2 000596 real property (including any fixtures that are real property under applicable state law), to Agent and its successors and assigns for the benefit of Agent and Lenders, subject to all of the terms, conditions, covenants and agreements set forth in the Original Mortgage; (b) Personal Property. Mortgagor hereby grants to Agent a security interest in that part of the Property that is not real property (including any fixtures that are personal property under applicable state law), in order to secure the payment of the secured indebtedness, subject to all of the terms, conditions, covenants and agreements set forth in the Original Mortgage; and (c) Assignment of Production. Mortgagor hereby absolutely assigns to Agent all of the Production which accrues to Mortgagor's interest in the Property, the proceeds of such Production and all Payments in Lieu of Production (as such terms are defined in the Original Mortgage), subject to all of the terms, conditions, covenants and agreements set forth in the Original Mortgage. 3. Effect of Amendment. Except as expressly amended hereby, the Original Mortgage shall remain in full force and effect. Nothing in this Amendment releases any right, claim, lien, security interests or entitlement of Agent created by or contained in the Original Mortgage or releases Mortgagor from any covenant, warranty or obligation created by or contained in the Original Mortgage except as expressly set forth herein, and all covenants, warranties, obligations and other terms of the Original Mortgage, as amended by previous amendments and as amended hereby, are applicable to all properties secured by the Mortgage. 4. Effective as Financing Statement. This Amendment, among other things, covers goods which are or are to become fixtures related to the real property described herein, and covers as- extracted collateral related to the real property described herein. This Amendment shall be effective as a financing statement (i) filed as a fixture filing with respect to all fixtures included within the Mortgaged Properties (as defined in the Original Mortgage and used with the same meaning herein), (ii) covering as- extracted collateral with respect to all as- extracted collateral included within the Mortgaged Properties (including, without limitation, all oil, gas, other minerals and other substances of value which may be extracted from the earth and all accounts arising out of the sale at the wellhead or minehead thereof), and (iii) covering all of the Mortgaged Properties. This Amendment is to be filed for record in the real /immovable property records of each county where any part of the Mortgaged Properties is situated and may also be file c in the offices of the Bureau of Land Management or the Minerals Management Service, the General Land Office or any relevant federal, state, local or tribal agency (or any successor agencies). The mailing address of Mortgagor is the address of Mortgagor set forth at the end of this Amendment and the address of Mortgagee from which information concerning the security interests hereunder may be obtained is the address of Mortgagee set forth at the end of this Amendment. Nothing contained in this paragraph shall be construed to limit the scope of this Amendment nor its effectiveness as a financing statement covering any type of property. 5. Reproduction of this Amendment a Financing Statement; Authorization to File. A carbon, photographic, facsimile or other reproduction of this Amendment or of any financing statement relating to this Amendment shall be sufficient as a financing statement for any purpose. Without limiting any other provision herein, Mortgagor hereby authorizes Mortgagee 005697 000002 DALLAS 2786605.3 3 000507 to file, in any filing or recording office, one or more financing statements and any renewal or cont_nuation statements thereof, describing the Mortgaged Properties, described above. 6. Counterparts. This instrument may be executed in several counterparts, all of which are identical, except that, to facilitate recordation, certain counterparts hereof may include (as Attachment 1) portions of Exhibit A to the Original Mortgage which contain descriptions of properties located in (or otherwise subject to the requirements and /or protections of the recording or filing acts or regulations of) the recording jurisdiction in which the particular counterpart is to be recorded. All of such counterparts together shall constitute one and the same instrument. Complete copies of this instrument, containing the entire Attachment I, have been retained by Mortgagor and Mortgagee. 7. Successors and Assigns. The terms, provisions, covenants and conditions hereof shall be binding upon Mortgagor, and the successors and assigns of Mortgagor, and shall inure to the benefit of Mortgagee and its successors and assigns. All references in this instrument to Mortgagor or Mortgagee shall be deemed to include all such successors and assigns. 8. Miscellaneous. This Amendment shall be considered a "Loan Document", as such term is defined in the Mortgage. 005697 000002 DALLAS 2786605.3 4 Executed by the parties hereto on the dates of their respective acknowledgments to be effective for all purposes as of the date first written above. The address of Mortgagor is: 1675 Broadway Suite 2200 Denver, Colorado 80202 DOUBLE EAGLE LE CO. By: By: K BOKF, NA DBA BANK OF OKLAHOMA, successor by merger with Bank of Oklahoma, N.A. SIGNATURE PAGE financial Officer Guy rE Senior Vice President The address of Mortgagee is: 1675 Broadway Suite 1650 Denver, Colorado 80202 000598 STATE OF COLORADO COUNTY OF DENVER The foregoing instrument was acknowledged before me by Kurds Hooley, as Chief Financial Officer of Double Eagle Petroleum Co., a Maryland corporation, this (y day of November, 2011. WITNESS my hand and official seal. My commission expires: LIC in yd for the State o Printed Name ACKNOWLEDGMENT PAGE 000599 STATE OF COLORADO COUNTY OF DENVER The foregoing instrument was acknowledged before me by Guy C. Evangelista, as Senior Vice President of BOKF, NA dba Bank of Oklahoma, successor by merger with Bank of Oklahoma, N.A., a national banking association, this day of November, 2011. My commission expires: q\Z511Z. WITNESS my hand and official seal. TARY Printed Name ACKNOWLEDGMENT PAGE and for the St tenon cal Q .Z. 000600 of Colorado 1. Mortgage, Assignment, Security Agre dated February 26, 2009, from Double Bank of Oklahoma, N.A., individually Recording Jurisdiction Campbell County, WY Carbon County, WY Converse County, WY Crook County, WY Fremont County, WY Lincoln County, WY Natrona County, WY Sublette County, WY Sweetwater County, WY Annex I ement, Fixture Filing and Financing Statement Eagle Petroleum Co. to and for the benefit of and as Administrative Agent (the "Mortgage Recording Data Doc #923870 Book 2428, Page 526 Recorded March 3, 2009 Doc #0934785 Book 1171, Page 27 Recorded March 5, 2009 Doc #957893 Book 1358, Page 383 Recorded March 3, 2009 Doc 601093 Book 482, Page 318 Recorded March 3, 2009 Doc #2009 1315217 Recorded March 4, 2009 Doc #945665 Book 716, Page 700 Recorded March 3, 2009 Doc #861667 Recorded March 4, 2009 Doc #341460 Book 139 O &G, Page 782 Recorded March 3, 2009 Doc #1555290 Book 1138, Page 1681 Recorded March 3, 2009 ANNEX 1 000601 2. First Supplement and Amendment to Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement dated February 5, 2010, from Double Eagle Petroleum Co. to and for the benefit of Bank of Oklahoma, N.A., individually and as Administrative Agent Recording Jurisdiction Campbell County, WY Carbon County, WY Converse County, WY Crook County, WY Fremont County, WY Lincoln County, WY Natrona County, WY Sublette County, WY Sweetwater County, WY Recording Data Document No. 938578 Book 2514, Page 231 Recorded 2/10/10 File No. 0938593 Book 1188, Page 83 Recorded 2/10/10 File No. 969036 Book 1382, Page 1 Recorded 2/10/10 File No. 607481 Book 493, Page 245 Recorded 2/10/10 File No. 2010 1331779 Recorded 2/11/10 Receiving No. 952111 Book 742, Page 299 Recorded 2/10/10 File No. 883807 Recorded 2/10/10 File No. 347289 Book 141 0 &G, Page 745 Recorded 2/10/10 Received No. 1575975 Book 1159, Page 1102 Recorded 2/10/10 ANNEX I 000602 ATTACHMENT I PROPERTIES SUBJECT TO ORIGINAL MORTGAGE ATTACHMENT I 000603 CATALINA UNIT COPPERHEAD COW CREEK UNIT 005697 000002 DALLAS 2457674.1 EXHIBIT A Township 16 North, Range 91 West Section 6: All Section 7: All Section 18: All Township 16 North, Range 92 West Section 1: All Section 12: All Section 13: All Township 17 North, Range 91 West Section 27: All Section 31: All Section 32: All Section 33: All Section 34: All Carbon County, Wyoming Township 40 North, Range 76 West Section 8: All Converse County, Wyoming Township 16 North, Section 6: Section 7: Section 18: Township 16 North, Section 1: Section 11: Section 12: Section 13: Section 14: Carbon County, Wyoming Range 91 West. 6 P.M. Lot 27, SE' /SW'/ Lot 5, 6, 7, 8, E'ANW'/, NEY44SW'% Lot 5 Range 92 West, 6th P.M. SE'/ SE'/ EASE' S' /z, NEV44, E'2NW1/4, SW'/NW'/4 N'A, N'ASW'/, SE'/4SW'/, NW' %SE% NE'/4NE' /4 000604 DOTY MOUNTAIN (CBM) UNIT Township 17 North, Section 11: Section 12: Section 13: Section 14: Section 15: Section 21: Section 23: Section 24: Section 26: Section 27: Section 28: FOUR MILE GULCH JAMES CREEK LODGEPOLE LONG BUTTE 005697 000002 DALLAS 2457674.1 Carbon County, Wyoming Range 91 West, 6th P.M. S'y2Sy2 SW'/ SW'/ WAWA All EY2E' /2, S %2SW' /a, SW %SE'/2 E'/2E' /2 All Lots 4, 5, 12, 13 (aka W /2W/2) N' /2N %2 N'/2N'/2 NE' /NE'% Township 24 North, Range 110 West Section 32: All Section 33: All Sweetwater County, Wyoming Credo Federal #1-6 Township 14 North, Range 103 West, 6th P.M. Section 6: NE'/ Britt Federal #1 Township 15 North, Range 103 West, 6th F.M. Section 31: SE% Sweetwater County, Wyoming Township 24 North, Range 110 West Section 28: All Section 29: All Sweetwater County, Wyoming Township 38 North, Range 91 West, 6th P.M. Section 1: All Section 2: All Section 3: All 2 000605 MADDEN UNIT MARIANNE FIELD Section 4: All Section 5: All Section 6: All Section 7: Lots 1, 2, 5, 6, NE4, E2NW4, NE4SE4 Section 8: N2, N2S2 Section 9: N2NW4, SW4NW4, NW4SW4 Section 10: NE4NW4, N2NE4, SE4NE4 Section 11: N2, NE4SW4, N2SE4, SE4SE4 Township 38 North, Range 92 West, 6th P.M. Section 1: Lots 1 -11, SW4NE4, SE4NW4, NW4SE4 Section 30: All Section 31: All Township. 39 North, Range 91 West, 6th P.M. Section 28: All Section 29: All Section 30: Lots 3 -8, E2, E2SW4, SE4NW4 Section 31 All Section 32: All Section 33: All Township 39 North, Range 92 West, 6th P.M. Section 25: S2SE4, NE4SE4, SE4SW4 Section 35: E2SE4, SE4NE4 Section 36: All Fremont County, Wyoming 005697 000002 DALLAS 2457674.1 3 Township 39 North, Range 90 West, 6th P.M. Section 23: SE'/NE' /4, E' /2SW' /4, SE'/< Section 24: SW'/NW' /4, NW %SWV4 Section 26: NW'/NE' /4, E' /2NW'/ Fremont County, Wyoming Anderson 12 -1 Township 20 North, Range 103 West, 6th P.M. Section 12: SE'/ Madex 13 -1 Township 20 North, Range 103 West, 6th P.M. Section 13: SW'% 000606 MESA UNIT ROCK ISLAND UNIT 005697 000002 DALLAS 2457674.1 Madex 18 -1 Township 20 North, Section 18: Madex 24 -2 Township 20 North, Section. 24: Steve Federal 14 -1 Township 20 North, Section 14: Sweetwater County, Wyoming Township 32 North, Section 5: Section 6: Section 7: Section 8: Section 9: Section 16: Section 17 Township 33 North. Section 19: Section 20: Section 29: Section 30: Sublette County, Wyoming #4 -H Township 19 North, Range 97 West; 6th. P.M. Section 4 Sweetwater County, Wyoming Range 102 West, 6 P.M. SW' /4 Range 103 West, 6 P.M. NW'/ Range 103 West, 6 P.M. SE'/ Range 109 West, 6th P.M. SW' /4SW' /4 S %SE'/, SE1/4SW1/4 NE'/., E'/2NVWWY44, N'/2SE'% W'/2NW' /4, NW'ASW1 /4 S'Y2SW%, SW'/ SE' W' /2, NE' /4, N'/2SE' /a, SW1/4SE1/4 SE' /4NE1/4, NE'/SE'/4 00060'7 Range. 109 West, 6th P.M. E' /2E'/2SE E'/2SE' /4NE'/4, SE'/NE1/4NE1/4 S' /2NW', S1/2.N%2NW1/4, SW1/4NE1/4, SY2NW1/4NE1/4, SW1/4NEVNE1/4, W'/2SE' /4NE'/4, SW1/4, W'/2SE W'/2E' /2SE' /4 N'/2N %2NW' /4, N'/2NW %NE' /4, NW'/NE' /4NE' /4 NE1/4NE1/4NE1/4 SEVEN MILE WASH SUN DOG SWAN SWAN SOUTH Township 21 North, Range 112 West Section 18: All Lincoln County, Wyoming Carbon County, Wyoming 005697 000002 DALLAS 2457674.1 5 Township 16 North, Range 91 West Section 3: All Section 4: All Section 5: All Section 8: All Section 9: All Section 10: All Section 16: All Section 17: All Section 18: All Section 19: All Section 20: All Section 21: All Section 29: All Township 17 North Range 91 West Section 34: All Section 35: All Township 23 -24 North, Ranee 110 West Section 1: All Section 2: All Section 3: All Section 4: All Section 5: All Section 9: All Section 10: All Section 11: All Sweetwater County, Wyoming Township 23 -24 North, Range 110 West Section 1: All Section 2: All Section 3: All 000608 WALTMAN 21 -19 WHISKEY BUTTES UNIT WINDMILL (MUDDY) WOLF DRAW UNIT 005697 000002 DALLAS 2457674.1 6 Section 4: All Section 5: All Section 9: All Section 10: All Section 11: All Sweetwater County, Wyoming Township 36 North. Range 87 West, 6th P.M. Section 24: SE4SE4 Section 25: NE4NE4 And any rights accruing from the drill -site spaced unit for the Waltman 21 -19 Well. Natrona County, Wyoming Township 21 North, Range 111 West, 6 P.M. Section 6: S'hSWV44 Township 21 North, Range 112 West, 6 P.M. Section 18: E %2SW SE%NE'A Lincoln County, Wyoming Raybourn #11 -5 Township 50 North, Range 69 West, 6th P.M. Section 5: NW'ANW' /4 Campbell County, Wyoming Township 52 North, Range 68 West, 6 P.M. Section 18: Lots 3, 4, E'hSW'A, SE' /4 Section 19: Lot 1 Township 52 North, Range 69 West, 6th P.M.. Section 13: Lot 16 Section 24: Lot 1 Crook County, Wyoming 000609 1. The interest in the Catalina Unit described on Page 1 of this Exhibit A shall include any and all rights accruing pursuant to ownership in the Catalina Unit. 2. The interest in the Copperhead Unit described on Page 1 of this Exhibit A shall include any and all rights accruing pursuant to ownership in the Copperhead Unit. 3. The interest in the Cow Creek Unit described on Page 1 of this Exhibit A shall include any and all rights accruing pursuant to ownership in the Cow Creek Unit. 4. The interest in the Doty Mountain (CBM) Unit described on Pages 1 and 2 of this Exhibit A shall include any and all rights accruing pursuant to ownership in the Doty Mountain (CBM) Unit. 5. The interest in the Four Mile Gulch Unit described on Page 2 of this Exhibit A shall include any and all rights accruing pursuant to ownership in the Four Mile Gulch Unit. 6. The interest in the James Creek Unit described on Page 2 of this Exhibit A shall include any and all rights accruing pursuant to ownership in the James Creek Unit. 7. The interest in the Lodgepole Unit described on Page 2 of this Exhibit A shall include any and all rights accruing pursuant to ownership in the Lodgepole Unit. 8. The interest in the Long Butte Unit described on Pages 2 and 3 of this Exhibit A shall include any and all rights accruing pursuant to ownership in the Long Butte Unit. 9. The interest in the Madden Unit described on Page 3 of this Exhibit A shall include any and all rights accruing pursuant to ownership in the Madden Unit. 10. The interest in the Marianne Field Unit described on Page 3 of this Exhibit A shall include any and all rights accruing pursuant to ownership in the Marianne Field Unit. 11. The interest in the Mesa Unit described on Pages 3 and 4 of this Exhibit A shall include any and all rights accruing pursuant to ownership in the Mesa Unit. 12. The interest in the Rock Island Unit described on Page 4 of this Exhibit A shall include any and all rights accruing pursuant to ownership in the Rock Island Unit. 13. The interest in the Seven Mile Wash Unit described on Page 4 of this Exhibit A shall include any and all rights accruing pursuant to ownership in the Seven Mile Wash Unit. 14. The interest in the Sun Dog Unit described on Page 4 of this Exhibit A shall include any and all rights accruing pursuant to ownership in the Sun Dog Unit. 15. The interest in the Swan Unit described on Page 5 of this Exhibit A shall include any and all rights accruing pursuant to ownership in the Swan Unit. 005697 000002 DALLAS 2457674.1 7 000610 005697 000002 DALLAS 2457674.1 8 16. The interest in the Swan South Unit described on Page 5 of this Exhibit A shall include any and all rights accruing pursuant to ownership in the Swan South Unit. 17. The interest in the Waltman 21 -19 Unit described on Page 5 of this Exhibit A shall include any and all rights accruing pursuant to ownership in the Waltman 21 -19 Unit. 18. The interest in the Whiskey Butte Unit described on Page 5 of this Exhibit A shall include any and all rights accruing pursuant to ownership in the Whiskey Butte Unit. 19. The interest in the Windmill (Muddy) Unit described on Page 5 of this Exhibit A shall include any and all rights accruing pursuant to ownership in the Windmill (Muddy) Unit. 20. The interest in the Wolf Draw Unit described on Page 6 of this Exhibit A shall include any and all rights accruing pursuant to ownership in the Wolf Draw Unit. The interests included in the wells and fields described on this Exhibit A in the Waltman 21 -19, James Creek and Marianne leases shall include any and all rights accruing pursuant to ownership in these leases. This Exhibit A has been provided by Double Eagle Petroleum Co., formerly known as Double Eagle Petroleum and Mining Company with the intent of providing collateral for the attached mortgage. Bank of Oklahoma, N.A. has relied on the accuracy and completeness of the legal descriptions provided above. If the entire interest owned by Double Eagle Petroleum Co., formerly known as Double Eagle Petroleum and Mining. Company in any of the wells, fields and units included in this Exhibit A is found to be in error, it is the intent of the parties hereto to include all interests owned by Double Eagle Petroleum Co., formerly known as Double Eagle Petroleum and Mining Company as a part of the collateral. 000611